I. Company's Philosophy on Corporate Governance:

The Company's philosophy is aimed at exhibiting maximum transparency to the Investorsby providing them with more information. This is done not only with the Information thatare to be revealed under mandatory provisions but also with those formation whichaccording to the Management and the Board are relevant to the investors and otherStatutory Authorities to whom these Reports are addressed to:

H. BOARD OF DIRECTORS:_

Mr. Sharad Parekh Resigned and Mr. Tarun Chordkj was Appointed on 7th October 2011

BOARD MEETINGS:

Six Board Meeting were held on the following dates:

27.04.2011.20.07.2011,25.08.2011.31.10.2011,23.01.2012 and 12.03.2012

None of the Directors is member in more than 10 committees or acting as Chairman ofmore than Five Committees.

Ill AUDIT COMMITTEE:

Constitution:

The Committee consists of 3 Directors.

The Committee is chaired by Mr. S. Goutham Change in constitution of the AuditCommittee

Consequent upon resignation of Mr. Sharad parekh and appointment of Mr.Tarun Chordiawith effect from 7th October 2011 the audit committee was also changed and Mr.Tarun Chordia was replaced in place of Mr. Sharad Parekh.

TERMS OF REFERENCE:

The charter of the committee is as prescribed under clause 49 of the Listing Agreementviz.,

1. Oversight of Company's Financial reporting process and disclosure of its financialinformation to ensure that the financial statements are correct, sufficient and credible.

2. Recommending the appointment and removal of external auditors, fixation of audit feeand also approval of any other services.

3. Reviewing with the management the annual financial statements before submission tothe Board focusing primly on:

i) Any charges in accounting policies and practices.

ii) Major accounting entries based on exercise of judgment by Management.

iii) Qualification in draft audit report.

iv) Significant adjustments arising out of audit.

v) The "Going Concern" assumption.

vi) Compliance with Accenting Standards

vii) Any related party transaction ie.. transaction of the company of material naturewith promoters of the management and their subsidiaries or relatives etc., that may havepotential conflict with the interest of the company of large

4. Reviewing with management external and internal audit function including thestructure of internal control system.

5. Reviewing the adequacy of internal audit function including the structure ofInternal audit department, staffing and seniority of the official heading the department,reporting structure coverage and frequency of internal audit.

6. Discussing with internal auditors any significant findings and follow up thereon.

7. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud and irregularly or a failure of internal controlsystems of a material nature and reporting the matter of the Board

8. Discussing with me external auditors before the audit commences, nature and scope ofaudit, as well as post-audit discussion to ascertain any area of concern.

9. Reviewing the company's financial and risk managements policies.

10. Looking Into the reasons for substantial defaults In the payment to the depositors,debenture holders, shareholders (In case of non payment of declared dividend) andcreditors.

Meetings and attendance:

The Audit committee met 4 (four) times during the year I.e. on27.04.2011,20.07.2011,31.10.2011 and 23.01.2012 and all the director have attended themeetings.

IV. REMUNERATION COMMITTEE:-

Constitution:

The Committee consists of 3(Three) directors.

The committee Is headed by Mr. Tarun Chordia.

Change in constitution of the Remuneration Committee

Consequent upon resignation of Mr. Sharad parekh and appointment of Mr.Tarun Chordiawith effect from 7th October 2011 the audit committee was also changed and Mr. TarunChordia was replaced in place of Mr. Sharad Parekh

TERMS OF REFERENCE:

The Remuneration committee has been constituted to recommend and review theremuneration packages of the Directors and to formulate a broad policy for managementremuneration.

REMUNERATION POLICY:

The Remuneration Policy as outlined by the committee aims at recognizing and rewardingperformances and achievements, while fixing the remuneration of Directors, theircontribution by way of their professional. This policy is in tune with current nationaland international practices.

MEETINGS AND ATTENDANCES:

During the year 2011-12, the committee met twice i.e on 27.04.2011 and 31.10.2011.

DETAILS OF REMUNERATION OF DIRECTORS:

Remuneration of Rs: 10,000/-[ Rupees Ten Thousand only] has been paid to a DirectorMr.Rikhab Chand Samdaria.

Constitution:

The Committee consists of 3 (Three) Directors.

The Committee is headed by Mr. Lalit Kumar Samdaria Change in constitution of the ShareHolders Committee:

Consequent upon resignation of Mr. Sharad parekh and appointment of Mr.Tarun Chordiawith effect from 7th October 2011 the audit committee was also changed and Mr. TarunChordia was replaced in place of Mr. Sharad Parekh Name and designation of the ComplianceOfficer Mr. Lalit Kumar Samdaria Pending Share Transfers: There are no pending transfers.

Details of the last three AGMs held ewe given below:

No special resolution has been passed by way of postal ballot

VII. DISCLOSURES:

There are to materially significant transaction made by the company with its promoters,the directors or the management, their subsidiaries or relatives etc., which requireseparate disclosure. No penalties / strictures have been imposed on the company byany regulatory authority for non compliance of any low.

Quarterly Results:

The Company has published Its quarterly Financial Results regularly

Company e.mal ID: laserclcmDrKJs@yahoo.co.in/ irrfci@lasefdicmDndsltd.co. In

Company Website: www.laserclarmondsttd.co.in

Management Discussion and Analysis Report:

The Management Discussion and Analysis Report Is included in the Director's Report andForms part of the annual Report.

(Annexure A to me Directors Report).

IX. GENERAL SHAREHOLDER INFORMATION:

SHARE TRANSFER SYSTEM:

The share transfers are processed and the share certificates returned within a periodof 10 to 15 days from the date of receipt, so long as the documents have been clear in allrespects. The Company has, as per SEBI Guidelines offers the facility of transfer cumdemat.

SHARE HOLDING PATTERN as on 31st March 2012:

Distribution of Shareholding as on 31st March, 2012

Categories of Shareholding as on 31st March, 2012

Outstanding GDR's/ADRs./Warrants - Nil

Address for Correspondence: No.41, Veerappan Street. Ground Floor, Sowcarpet,Chennai - 600 079.

AUDITOR CERTIFICATE REGARDING COMPLIANCE WITH CONDITIONS OF CORPORATE GOVERNANCE UNDERCLAUSE 49 of the listing Agreement:-

To

The members of the Laser Diamonds Ltd.. Chennai

We have examined all the relevant records of M/s. Laser Diamonds Ltd. Chennai for thepurpose of certifying compliance of the conditions of Corporate Governance under clause 49of the Listing Agreement with Bombay, Madras and Ahmedabad Stock Exchanges for thefinancial year ended 31.3.2012. I have obtained all the Information andexplanations which to the best of our knowledge and belief were necessary for the purposesof certification.

The Compliance of the conditions of Corporate Governance is the responsibility of themanagement. Our examination was limited to the procedure and implementation thereof. Thiscertificate is neither as assurance as to the future viability of the company nor of theefficacy or effectiveness with which the management has conducted the affairs of theCompany.

On the basis of our examination of the records produced, explanation and informationfurnished, we certify that the Company has compiled with the conditions of corporategovernance as stipulated in the above listing Agreement.

Certification by CEO and CFO s Issued pursuant to revised Clause 49 of the ListingAgreement:

I, Rikhabchand Samdarla Director of M/s Laser Diamonds Limited, Chennai certifythat:

(a) I have reviewed the financial statements including the cash flow statementof M/s. Laser Diamonds Limited, Chennai for the year ended 31st March 2012

I. To the best of my knowledge and belief, the financial statements including cash flowstatements do not contain any materially untrue statement or omit any material fact orcontains statements that might be mis- leading:

II. To the best of my knowledge and belief, the financial statements including cashflow statements presents a true and fair view of company's affairs and are in compliancewith existing accounting standards, applicable laws and regulations

(b) To the best of my knowledge and belief, there are no transactions entered into bythe company during the year. which are fraudulent, illegal or violative to the company'scode of conduct.

(c) Based on my observance and on the basis of submission received throughsub-certification process, I certify that internal controls for financial reporting areestablished, maintained and are effective considering the nature and size of the business.Further no deficiencies have observed in design or operation of such internal controls forthe period covered by this report.

(d) During the period under review, no significant changes were observed in theinternal controls over financial reporting and. accounting policies of the company.Furthermore, no instance of fraud found by management or employees having a significantrole on the company's internal control system over financial reporting.

I have examined the registers, records, books and papers of M/S.LASER DIAMONDSLIMITED, (the Company) as required to be maintained under the Companies Act, 1956,(the Act) and the rules made thereunder and also the provisions contained in theMemorandum and Articles of Association of the Company for the financial year ended on 31March, 2012. In my opinion and to the best of my Information and according to theexaminations carried out by me and explanations furnished to me by the company. Itsofficers and agents, I certify that In respect of-the aforesaid financial year:

1. The Company has kept and maintained all Registers as stated in Annexure 'A' to thiscertificate, as per the provisions of the Act and the rules made there under and allentries therein have been duly recorded.

2. The Company has duly filed the documents as stated in Annexure B to thiscertificate, with the Registrar of Companies, Tamilnadu, Chennai.

3. The Company being a Public Limited Company and hence the comments are not required.

4. The Board of Directors duly met Six (6) times ie. on 27-04-2011, 20-07-2011.25-08-2011, 31-10-2011, 23-01-2012 and 12.03.2012 in respect of which meetings propernotices were given and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose.

5. The Company has closed its Register of Members from 22^nd September 2011to 29th September 2011 (both days lnclusive)during the Financial year.

6. The Last Annual General Meeting for the Financial year ended on 31st March 2011 washeld on 29th Day of September 2011 after giving due notice to the Members of the companyand the Resolution passed thereat were duly recorded in Minute Book maintained for thePurpose.

7. No Extra ordinary General Meetings was held during the Financial year.

8. The Company has Not advanced any Loan to its Directors and /or persons or Firms orCompanies referred to in Section 295 of the Act, during the Financial year.

9. As explained, there were No Transactions within the provisions of section 297 of theAct during the Financial year.

10. The Company has made necessary entries In the Register maintained under section 301of the Act to the extent applicable.

11. As there were no instances falling within the purview of section 314 of the Act,the Company was not required to obtain approvals from the Board of Directors, Members orCentral Government, as the case may be under this said section.

12. The Company has not issued any duplicate share Certificate during the financialyear.

13. The Company has

(i) Not Allotted any Shares / Securities and there were Transfer/ Transmission of Shareduring the Financial year.

(ii) The Company has not deposited any amount in a separate Bank account as no dividendwas declared during the Financial year.

(iii) The company was not required to post warrants during the Financial year.

(iv) The Company was not required to transfer any amounts in unpaid dividendaccount. application money due for refund, matured deposits, matured debentures and theinterest accrued thereon which have remained unclaimed or unpaid for a periodof seven years to Investor Education and projection Fund.

(v) The Company has generally complied with the requirements of section of 217 of theAct.

14. The Board of Directors of the Company is duty constituted. There were Resignationand appointment of Directos in the Board during the Financial year.

15. During the year the Company has not appointed any Managing Director and hence theProvision of Section 269 of the Act with regard to appointment of Managing Director /Whole time Director / Manager does not arise.

16. The Company has not appointed any sole selling agents during the financial year.

17. The company was not requited to obtain any approvals of the Central Government,company low Board, Regional Director, Registrar and/or such authorities prescribed underany of the provisions of the Act during the Financial year.

18. All the Directors have disclosed their interest in other companies or firmspursuant to the provisions of the Act and the Rules made there under.

19. The Company has not Issued any Shares/debentures/other Securities during theFinancial year.

20. The Company has not bought back any shares during the Financial year.

21. There was no redemption of preference shares of debentures during the Financialyear.

22. There were no transactions necessitating the Company to keep In abeyance the rightsto dividend and bonus shares pending registration of transfer of shares.

23. The Company has not accepted any deposits from the public as per the Provisions ofSection 58A and 58M of the Companies Act 1956 during the financial year.

24. The Company has not availed any Secured loan from any Banks/ Financial Institutionsand hence the provisions of Section 293(1) (d) of the Act, does not arise.

25. There were No Transactions with regard to making of any loans or advance or givingof guarantees or providing of securities to other bodies corporate In the Company withinthe purview of section 372A of the Act, during the Financial year.

26. The Company has not altered the provisions of the Memorandum with respect toSituation of the Company's Registered Office from one State to another during the yearunder scrutiny.

27. The Company has not altered the provisions of the Memorandum with respect to theObjects of the Company during the Financial year.

28. The Company has not Altered the provisions of the Memorandum with respect to Changein Name of the Company during the Financial year.

29. The Company has not altered the provisions of the Memorandum with respect to ShareCapital of the Company during the Financial year.

30. The Company has not altered its Articles of Association during the Financial year.

31. As informed by the Management, there were no prosecution initiated against or showcause notice received by the Company and no fines or penalties or any other punishment wasimposed on the Company during the financial year, for offences under the Act.

32. The Company has not received any money or security from its employees during theFinancial year.

33. As Explained, the provisions of Provident Fund and Miscellaneous Provisions Actpursuant to section 418 of the Act is not applicable to this company during the Financialyear.

Registers as maintained bv the Company

1. Register of Members u/s 150 & 151 .-Maintained by Share Transfer Agents.

2. Register of Share Transfer .-Maintained by Share Transfer Agents.

3. Copies of Annual Return U/S. 159.

4. Minutes Book of Board Meetings & Genera! Meeting U/s 193.

5. Books of accounts u/s.209.

6. Register of Disclosure.

7. Register of Contracts u/s. 301.

8. Register of Directors. Managing Director, Manager and Secretary u/s. 303.

9. Register of Directors shareholding u/s. 307.

10. Register of charges.

Annexure B

Forms and Returns as fled by the Company with Register of Companies, Regional Director,Central Government or other authorities during the financial year ending on 31st March,2012.

A. FORMS AND RETURNS FILED WITH THE REGISTRAR OF COMPANIES:

Details of forms fled Details of SRN

B. FORMS FILED WITH CENTRAL GOVERNMENT. REGIONAL DIRECTOR OR OTHER AUTHORITIES