Dear Members,
 
 The Directors have pleasure in presenting the 29th Annual Report of
 your Company and the Audited Statement of Accounts for the year ended
 31st March, 2011.
 
 FINANCIAL RESULTS:
 
 The performance of the Company for the financial year ended 31st March,
 2011 is summarized below:
 
                                                      (Rupees in Lacs) 
                                                       Financial Year
 
                                                   2010-11     2009-10
 
 Profit before interest and depreciation          11593.21    10301.23
 
 Less : Finance Cost                               6756.13     7527.70
 
 Depreciation                            797.28          -      399.12
 
 Less: Transferred from Reserves        (211.17)    586.11           -
 
 Profit before tax                                 4250.97     2374.41
 
 Less : Provision for tax                          1184.00      820.00
 
 Deferred Tax Liability                              15.00        7.00
 
 Profit after tax                                  3051.97     1547.41
 
 Add: Excess provision for taxation written back         -        3.35
 
 Net Profit                                        3051.97     1550.76
 
 Add : Balance Brought Forward from Previous year  6180.43     5235.58
 
 Profit available for appropriation                9232.40     6786.33 
 
 APPROPRIATIONS
 
 General Reserve                                    350.00      200.00
 
 Proposed Dividend                                  457.29      348.09
 
 Tax on Proposed Dividend                            74.20       57.81
 
 Surplus in Profit & Loss Account                  8350.91     6180.43
 
                                                   9232.40     6786.33
 
 OPERATIONS:
 
 The Company''s performance was satisfactory with sales increasing to
 Rs.155420.97 Lacs from Rs.103522.22 Lacs and Net Profit growing to
 Rs.3051.97 Lacs from Rs.1550.75 Lacs previous year. The results of the
 current year include figures of amalgamating companies and are
 therefore, to that extent, not comparable with those of previous year.
 
 During the year, your Company strengthened several organizational
 processes across a wide range of functions with a view to enhancing its
 business capabilities. It continues to deliver strong overall
 performance this year and its growth plans continue to remain on track.
 
 Revenues from retail and branded jewellery operations have recorded an
 impressive 82% growth in FY 2010-11, rising to Rs. 15951 Lacs (Rs.
 8760.70 Lacs last year). Your Company''s focus on retail and branding
 operations is delivering the desired results. The Company has 114
 points of sales in 26 cities across India, reaching over 85% of our
 target consumer segment. The Company''s retail ventures Diti in India
 and Joliesse in Hong Kong continue to record impressive growth.
 
 The consolidated sales revenue increased by 30% to Rs. 2,45,651.52 Lacs
 (Rs. 1,88,995.87 Lacs). Net profit registered a gain of 12% to Rs.
 5684.47 Lacs (Rs.5077.49 Lacs). EPS for the period (Basic & Diluted)
 stood at Rs. 7.50 (Rs. 7.32) per share (face value of Rs.2/-).
 
 DIVIDEND:
 
 The Board of Directors has recommended payment of a higher final
 dividend of 30% i.e. 60 paise per share on 7,60,14,995 Equity Shares of
 Rs. 21- each, for the year ended 31st March, 2011. The dividend will
 entail an outflow of Rs.531.48 Lacs (including dividend tax of Rs.74.19
 Lacs) on the paid up equity share capital of Rs. 1519.70 Lacs. The
 payment of dividend is subject to the approval of Members at the
 ensuing annual general meeting of the Company. Equity shares that may
 be allotted on exercise of Options granted under the Employee Stock
 Option Scheme before the Book Closure for payment of dividend will rank
 pari passu with the existing shares and be entitled to receive the
 dividend. Dividend includes sum of Rs.1.39 Lacs being dividend for
 previous year paid to the ESOP allottees who have exercised stock
 options after Board Meeting but before Book closure in the previous
 year.
 
 PROSPECTS:
 
 Shrenuj Botswana (Pty.) Ltd., a step-down subsidiary has commenced a
 new jewellery manufacturing facility in Botswana, the very first in the
 country. This new unit will not only contribute incremental revenue but
 also lead to improved captive consumption of our high end diamonds
 produced within Botswana. This unit will also gain from tax advantage
 enjoyed by Botswana based units for export to the US markets. The
 Company is adding manpower to create additional capacities that will
 support Diamond manufacturing operations in Botswana. In addition to
 the normal bridal jewellery, we have developed a special brand
 ''ZANZOTH'' which will be first ''Made in Botswana'' brand. The Company
 will also continue to improve the throughput of our existing units
 through technological and skill upgradations.
 
 The Company has developed many successful international diamond
 jewellery brands, such as Arisia, Sveni and Bhavya (India and Middle
 East), Valina and Caro 74 (USA), Fiana (France), Scintilla88 and
 MasterCut (Australia), and Amante88 (Hong Kong). In addition, Shrenuj
 is a leading participant in DTC''s Forevermark Programme in Japan and
 India and one of the authorised manufacturers of Platinum Guild
 International.  These brands are managed independently by the company''s
 marketing teams in each country, backed by a strong downstream
 distribution worldwide. The Company now intends to garner a larger
 share of the jewellery value chain pie and targets to increase its
 presence in the higher end of the value chain, i.e.  jewellery
 manufacturing and retailing.
 
 The Company has launched the new Embrazo Collection in US during the
 Christmas Season and is now ready to unveil Zanzoth collection in
 near future.
 
 The Company has recently acquired state of the art Sarin Galaxy 1000
 diamond planning machines in Mumbai and Botswana, the very first in
 their regions. The Company''s focus on technology upgradation has helped
 us remain at the forefront of product quality and efficiencies in
 manufacturing operations. These machines will ramp up our productivity
 and reduce tolerance to bare minimum level in diamond operations.
 
 The Company expects to continue its growth momentum in an expanding
 global diamond and jewellery market by organic and inorganic growth.
 Overall market sentiments have improved and the consumer confidence
 indices in all the key markets are showing positive growth.
 
 SCHEME OF ARRANGEMENT:
 
 The Company received the Order dated 1st October, 2010 from the Hon''ble
 High Court, Bombay on 12th October, 2010 sanctioning the scheme of
 arrangement between Shrenuj Diajewels Limited and Shrenuj Gems &
 Jewellery Limited, wholly owned subsidiary companies with the Company.
 The requisite stamp duty was paid on account of amalgamation of Shrenuj
 Diajewels Limited and Shrenuj Gems & Jewellery Limited with the
 Company.
 
 Pursuant to the said Order and pursuant to the provisions of the
 Companies Act, 1956 and relevant provisions of the Memorandum and
 Articles of Association of the Company, your Board had issued and
 allotted 60,22,525 Equity Shares of Rs.2/- each to the unsecured
 lenders of the Company on 27th October, 2010.
 
 SHARE CAPITAL:
 
 Consequent to the approval of the scheme of arrangement by the Hon''ble
 High Court, Bombay, the Authorised Share Capital of both the transferor
 companies i.e. Shrenuj Diajewels Limited and Shrenuj Gems & Jewellery
 Limited was added to the Authorised Share Capital of the Transferee
 Company i.e.  Shrenuj & Company Limited without any further payment of
 stamp duty or registration fees and clause V of the Memorandum of
 Association and Article 2 of the Articles of Association of the Company
 was replaced accordingly. With this the Authorised Share Capital of the
 Company is now Rs. 4500 Lacs divided into 22,50,00,000 equity shares of
 Rs.2/- each.
 
 During the year, Issued, Subscribed and Paid-up Share Capital of the
 Company has increased from Rs.  1386.45 Lacs to Rs. 1519.70 Lacs. The
 Company has issued and allotted 60,22,525 equity shares to unsecured
 lenders pursuant to the Scheme of Arrangement and 6,39,850 equity
 shares of Rs.2/- each were issued and allotted to the employees of the
 Company pursuant to exercise of stock options under Employee Stock
 Option Scheme, 2006.
 
 SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:
 
 The Company has 8 subsidiary companies, 2 located in India and 6
 outside India. It has 18 step-down overseas subsidiaries across the
 globe.
 
 During the year, two subsidiary companies viz. Shrenuj Gems & Jewellery
 Limited and Shrenuj Diajewels Limited have merged with the Company. An
 application for liquidation of Lume Germany Gmbh has been made and
 effective date for the same is 31st March, 2010.
 
 As required under the Listing Agreements with the Stock Exchanges a
 consolidated financial statement of the Company and all its
 subsidiaries is attached. The consolidated financial statement has been
 prepared in accordance with the Accounting Standards 21, 23 and 27 as
 notified by Companies (Accounting Standard) Rules, 2006.
 
 GENERAL EXEMPTION PROVIDED FROM NOT ATTACHING THE BALANCE SHEET OF
 SUBSIDIARY COMPANIES TO THE ANNUAL REPORT OF THE COMPANY U/S. 212(8) OF
 THE COMPANIES ACT, 1956:
 
 The Government of India, Ministry of Corporate Affairs (MCA), New Delhi
 vide its Circular No.2/2011 dated 8th February, 2011 has granted
 general exemption to the Company from annexing to this report, the
 Annual Reports of the subsidiary companies. As per the directives
 issued under Section 212(8) of the Companies Act, 1956 the Company has
 fulfilled the conditions specified in the said circular.
 
 Pursuant to the said circular from MCA, a gist of the financial
 performance of the subsidiary companies is disclosed elsewhere in the
 Annual Report. If any Member of the Company and subsidiary company so
 desires, the Company will make available copies of Annual Accounts of
 the subsidiary companies and related information. These documents will
 also be available for inspection during business hours at the
 Registered Office of the Company.
 
 CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
 ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
 
 Information required under Section 217(1)(e) of the Companies Act, 1956
 read with Rule 2 of the Companies (Disclosure of Particulars in the
 Report of Board of Directors) Rules, 1988 is given in Annexure-1 to
 this Report.
 
 PARTICULARS OF EMPLOYEES:
 
 As required under the provisions of Section 217(2A) of the Companies
 Act, 1956, read with the Companies (Particulars of Employees) Rules,
 1975, as amended, the names and other particulars of employees are set
 out in the Annexure II to this report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS:
 
 A detailed review of the operations, performance and future outlook of
 the Company and its business is given in the Management Discussion and
 Analysis, which forms part of the Annual Report as Annexure - III.
 
 DIRECTORS:
 
 Shri Shobha Singh Thakur, Shri Keki M. Mistry and Shri Nihar N. Parikh,
 Directors of the Company will retire by rotation at the ensuing Annual
 General Meeting and being eligible have offered themselves for
 re-appointment. Brief profiles of the Directors proposed to be
 re-appointed as required under clause 49 of the Listing Agreement are
 annexed to the Notice convening the Annual General Meeting forming part
 of the Annual Report.
 
 FIXED DEPOSITS:
 
 During the year under review the Company has accepted fixed deposits of
 Rs. 80 Lacs from the public.  Pursuant to the scheme of arrangement
 approved by the Hon''ble High Court the deposits outstanding as on 31st
 March, 2010 were converted into equity shares of the Company.
 
 HUMAN RESOURCE MANAGEMENT:
 
 Human Resource at Shrenuj is positioned to act as a strategic enabler
 and change catalyst. It seeks to play a key role in making Shrenuj a
 globally respected professional organization. Your Company continuously
 invests in human resource development, identifying and grooming
 management talent, and has a culture of harnessing people power to the
 maximum. While building a competent workforce ready to take on
 challenges thrown up by external environment, it also ensures that the
 Company develops a work culture that maintains a fine balance between
 the employees'' perspective of being an organization which is caring and
 rewarding and the employer''s perspective of being performing and
 progressive.
 
 In the dynamic and competitive business environment that exists today,
 Shrenuj believes that the employees are the key differentiators. As a
 strategic business partner, the Human Resources team is committed to
 protecting the interest of the stakeholders and supporting the
 leadership team in building a world class organization.
 
 INSURANCE:
 
 Properties and assets of the Company are adequately insured.
 
 DIRECTOR''S RESPONSIBILITY STATEMENT:
 
 As required under Section 217 (2AA) of the Companies Act, 1956, your
 Directors confirm;
 
 (i) That in the preparation of Annual Accounts for the year 2010-11,
 the applicable Accounting Standards, to the extent practicable, have
 been followed and that there are no material departures;
 
 (ii) That the Directors have adopted such accounting policies and have
 applied them consistently and have made judgements 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 ended
 31 st March, 2011 and of the profit of the Company for the financial
 year;
 
 (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;
 
 (iv) That the Directors have prepared annual accounts on a going
 concern basis.
 
 CORPORATE GOVERNANCE:
 
 The Company is committed to uphold the highest standards of Corporate
 Governance and adhere to the requirements set out by the Securities and
 Exchange Board of India. As required by Clause 49 VI of the Listing
 Agreement, a detailed report on Corporate Governance forms part of the
 Directors'' Report as Annexure IV. The Auditors'' certificate on
 compliance with Corporate Governance requirements is attached to the
 Corporate Governance Report.
 
 The Chairman & Managing Director''s declaration regarding compliance
 with the Business Conduct Guidelines (Code of Conduct) is also attached
 to the Corporate Governance Report.
 
 GENERAL SHAREHOLDER INFORMATION:
 
 General Shareholder Information is given in Annexure V to this report.
 
 EMPLOYEE STOCK OPTION SCHEME:
 
 The Company had granted 15,65,763 stock options to its existing
 employees and employees of its subsidiary companies based in India and
 outside India (including directors other than promoters) to subscribe
 to the equity shares of the Company, in accordance with the provisions
 of the Company''s Employee Stock Option Scheme - 2006.
 
 Under the said ESOP Scheme the employees have so far been allotted
 6,69,850 new equity shares upon exercise of Stock Options upto the date
 of Board Meeting. During the year, the Options vested under ESOS - 2006
 aggregated to 15,65,763 and Options exercised aggregated to 6,39,850.
 Exercise price of Rs.21/- per Option is not less than the par value of
 Equity Shares and not more than the price prescribed under Chapter VII
 of the SEBI (Issue of Capital Disclosure Requirements) Regulation, 2009
 on grant date. The Company received a sum of Rs.  134.37 Lacs as
 Exercise consideration (excluding tax), of which Rs. 12.80 Lacs was
 towards Share Capital and Rs.121.57 Lacs towards Securities Premium.
 
 During the year, 69,500 Options lapsed. Option in Force as at March 31,
 2011 stood at 8,56,413. Options granted to Senior Managerial Personnel
 were:
 
 Shri Nihar N. Parikh - 4,00,000
 
 Shri C. S. Valand - 12,000
 
 Shri Vinod M. Shetye - 12,000
 
 Shri Ashok R. Shah - 12,000
 
 Shri Ashir S. Doshi - 12,000
 
 Shri Umesh N. Shah - 12,000
 
 Shri Shekhar K. Shah - 12,000
 
 None of the employees received 5% or more of the total no. of options
 granted during the year. None of the employees were granted equal to or
 exceeding 1% of the Issued Capital.
 
 Weighted average exercise price is Rs. 21.00 whereas weighted average
 fair price using Black Scholes model is Rs. 33.20. The significant
 assumptions used to estimate the fair values of options are:
 
 Method - Black Scholes Model
 
 Risk free interest rate (%) - 7.61%
 
 Expected life (No. of days) - 421 days
 
 Expected volatility (%) - 49.39%
 
 Dividend yield (%) - 25.00%
 
 Market price of the underlying share on grant date 26th May 2009 was
 Rs. 26.00 on NSE and price as on date of valuation, 31st March 2011 was
 Rs. 52.30 on NSE. The difference between the employees compensation
 cost based on intrinsic value and the fair value for the year is Rs.
 52.06 lacs and diluted EPS is Rs. 3.96 against basic EPS of Rs.4.03.
 
 AUDITORS AND AUDITORS'' REPORT:
 
 The Statutory Auditors of the Company, M/s. Rajendra & Co., Chartered
 Accountants, Mumbai, retire at the conclusion of the ensuing annual
 general meeting of the Company and have confirmed their willingness and
 eligibility for re-appointment and have also confirmed that their
 re-appointment, if made, will be within the limits prescribed under
 Section 224(1 )(B) of the Companies Act, 1956.
 
 The Board has duly reviewed the Statutory Auditors'' Report on the
 Accounts. The observations and comments appearing in the Auditors''
 Report are self-explanatory and do not call for any further
 explanation/ clarification by the Board under Section 217(3) of the
 Companies Act, 1956.
 
 TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
 
 The Company sends reminder letters to all shareholders whose dividends
 are unclaimed so as to ensure that they receive their rightful dues.
 During the year, the Company has transferred a sum of Rs.2,18,421/- to
 Investor Education & Protection Fund, the amount which was due and
 payable and remained unclaimed and unpaid for a period of seven years,
 as provided in Section 205C (2) of the Companies Act, 1956. The Company
 has so far transferred a total sum of Rs.22,13,214.43 to the said Fund.
 
 ACKNOWLEDGEMENTS:
 
 Your Directors take this opportunity to thank the Members, Financial
 Institutions, Banks, Foreign Patrons, Diamond Trading Company Limited,
 London, Regulatory authorities, Stock Exchanges and all stakeholders
 for their continued co-operation and support. The Directors would also
 like to place on record their appreciation to all executives, officers
 and staff at all levels of the Company for their dedication.
 
                                       For and on behalf of the Board
 
 Place: Mumbai                                       SHREYAS K. DOSHI
 
 Date: 28th May, 2011.                    CHAIRMAN & MANAGING DIRECTOR