Directors Report of Cromakem Ltd.

Mar 31, 2012

To, The Members of the Company,

The Directors have pleasure in presenting.before you the 22nd Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS (Amt in Rupees)

2011-2012 2010-2011

Total Income 375,388 514,782

Total Expenditure 364,240 564,647

Profit before Tax 11,148 (49,865)

Profit after Tax 11,148 (49,865)

FINANCIAL & OPERATIONAL HIGHLIGHTS

Turnover of the Company reduced to 3.75 Lakhs from the 5.14 lakhs achieved during the last year. However company reported profit for year due to controlling the expenses. An active drive to increase the business of the Company is undergoing and company expects to report better results in forthcoming years.

DIVIDEND

The Board of Directors of the Company has not declared any dividend for 2011-2012.

FIXED DEPOSITS

The Company has not accepted deposits from the public during the year attracting the provisions of section 58AoftheCo. Act, 1956 and Rules framed there under.

AUDIT COMMITTEE

The Company has formed an Audit committee comprising of 3 directors. The terms of the reference of the committee are in line with the requirements specified u/s. 302A of the Co-Act, 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement.

DIRECTORS

During the year under review, Pallavi Pandit, will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

Bhavik Badani Appointed as an Additional Director on 11/11/2011 and in respect of his appointment company received a notice from a shareholder and seeks the re-appointment. Board of directors expressed opinion that with the appointment company will benefit a lot.

AUDITORS

M/s. Shirish Dalai & Associates, Chartered Accountants have given their consent for re-appointment of Auditors of the Company.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended upto date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO.

The information under section 217(1) (e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption as required to be disclosed is not applicable to your company since it is engaged in the financial activities.

During the year under review the Company has no foreign exchange earnings and outgo.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act. 1956 the Directors confirm :

(a) that in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) 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 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;

(c) that the Directors have taken proper "arid sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and Analysis is annexed to this report. A certificate from Statutory Auditors with regards to the compliance of the corporate governance, as stipulated in Clause 49 of the Listing Agreement, by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation and support received from Banks, shareholders, customers, Officers and other employees ofthe Company throughout the year.

By order of the Board

For CROMAKEM LIMITED

Sd/-

Place : AHMEDABAD Bhavik Badani

Date : 31/08/2012 CHAIRMAN

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Mar 31, 2010

The Directors have pleasure in presenting before you the 18TH Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2008.

(Amt. Rs. In Lakhs )

FINANCIAL RESULTS 2009-2010 2008-2009

Total Income 2.81 2.41

Total Expenditure 2.94 2.89

Profit before Tax -0.13 -0.48

Profit after Tax -0.13 -0.48

FINANCIAL & OPERATIONAL HIGHLIGHTS

The Company achieved satisfactory performance and there is hope to do better in future also.

DIVIDEND

The Board of Directors of the Company has not declared any dividend for 2009-2010.

FIXED DEPOSITS

The Company has not accepted deposits from the public during the year attracting the provisions of section 58A of the Co. Act, 1956 and Rules framed there under.

AUDIT COMMITTEE

The Company has formed an Audit committee comprising of 3 directors. The terms of the reference of the committee are in line with the requirements specified u/s. 302A of the Co-Act, 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement.

DIRECTORS

During the year under review, MUKESH J SHAH will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

AUDITORS

M/s. Shirish Dalai & Associates, Chartered Accountants have given their consent for re- appointment of Auditors of the Company.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended upto date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO.

The information under section 217(1) (e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption as required to be disclosed is not applicable to your company since it is engaged in the financial activities. .

During the year under review the Company has no foreign exchange earnings and outgo.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act. 1956 the Directors confirm :

(a) that in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give 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;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and Analysis is annexed to this report. A certificate from Statutory Auditors with regards to the compliance of the corporate governance, as stipulated in Clause 49 of the Listing Agreement, by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation and support received from Banks, shareholders, customers, Officers and other employees of the Company throughout the year.

By order of the Board

For CROMAKEM LIMITED

Sd/-

Place : AHMEDABAD KIRIT SHAH

Date : 04/09/2010 CHAIRMAN