Directors Report of Ceeta Industries Ltd.

Mar 31, 2015

Dear Members

The Directors have pleasure in presenting their report on business and operations together with the Audited Accounts of your company for 2014-2015.

FINANCIAL RESULTS All figures in Rs. lacs

Particulars Current Year Previous Year

Total Revenue 820.49 684.54

Profit before Interest & Depreciation 203.03 147.24

Interest 0.00 0.10

Depreciation 14.70 20.41

Profit before taxation 188.33 126.73

Provision for Tax 38.68 26.02

Profit after tax 149.65 100.71

REVIEW OF OPERATIONS:

The Company's manufacturing activity of granite products in its 100 % Export Oriented Unit (EOU) at Tumakuru had to be kept at its lower level due to continued unfavourable trading condition for granite products in the export market. The company, however undertook other activities such as trading, transportation, investments, short term lending of surplus fund etc. During the current financial year total revenue of the company increased to Rs.820.49 lacs from Rs.684.54 lacs as in previous year. The above increase was mainly caused by clearance of old finished stock of the company at cost or at very marginal profit. Since the plant facilities mostly remain inoperative during the year, for reasonably long period and due to technological obsolescence it would be prudent to dispose of this facility in future and diversify its activities.

PROSPECT:

The company continues to make effort to diversify its activities. Towards this end the company is exploring the viability of a plant of cement moulded product, mainly electric poles to be manufactured and supplied in Uttar Pradesh or Bihar.

DIVIDEND AND RESERVE:

In view of the business growth, your Directors deem it proper to preserve the resources and refrain from dividend distribution in this financial year. During the financial year 2014-15, the Company did not transfer any amount to Reserve.

DIRECTORS:

The Company appointed Smt. Uma Poddar (DIN 07140013) as additional director with effect from 30th March, 2015 and complied with the Section 152 of the Companies Act, 2013 read with rules, relating to appointment of Woman Director. She vacates her office in the ensuing Annual General Meeting in terms of Section 161 of the Companies Act, 2013.

Your directors are of the view that the Company would be benefited by the wealth of knowledge of Smt. Uma Poddar and therefore recommend her name for appointment as director of the company. The same is now put up for approval of members at the ensuing annual general meeting subject to the compliance of the Act and rules made there under. She does not hold any shares of the Company in her own name. Necessary details have been annexed to the Notice of the meeting in terms of section 102(1) of the Companies Act, 2013.

With deep regret it is informed that Sri Shanker Lal Singhania, Independent Director of the Company, expired on 16th April, 2015 and hence ceased to be director of the Company. He was also member of the Committees of the Company, which were re-constituted accordingly after his sudden demise.

Sri Om Prakash Kedia (DIN 03596892), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment as Director, pursuant to the provisions of the Companies Act, 2013 and Articles of Association of the Company. He does not hold any share in his own name.

All the Independent Directors have given declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information obtained, Directors states:-

(i) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards read with requirements set out under Schedule III of the Act have been followed and there are no material departures from the same;

(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 as at 31st March, 2015 and of the profit of the company for the year ended on that date;

(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; and

(v) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BOARD EVALUATION

The Board Evaluation was carried out on the basis of various factors as composition of Board and its Committees, its functioning, performance of specific duties and obligations. The performance evaluation of the Independent Directors was done by the entire Board of Directors (excluding the director being evaluated). The performance evaluation of the Non-Independent Directors was carried out at separate meeting of Independent Directors. The Board of Directors expressed their satisfaction with the evaluation.

MANAGERIAL REMUNERATION

The ratio of the remuneration of Mr. Krishna Murari Poddar, Managing Director, to the median remuneration of the employees of the company, for the financial year 2014 - 2015 is 5.56 times. There is no increase in remuneration of Key Managerial Personnel in the financial year 2014 - 15 as compared to last financial year 2013 - 14. No other Director is drawing any remuneration from the Company.

The percentage increase in the median remuneration of the employees of the Company for the financial year is 14.87% which is in line with the rise in the company's total revenue by 19.86% during the current financial year. The factors considered while recommending increase in remuneration are financial performance of the Company comparison with peer companies, industry benchmarking, contribution made by the employee and regulatory guidelines as applicable to Managerial Personnel. The variables pay is as per policy of the Company The remuneration including other perquisites of Mr. Krishna Murari Poddar, Managing Director, is 1.00% of the gross revenue for the financial year 2014 - 2015. The remuneration of other two KMP (CFO & CS) is for the part of the year and so data is incomparable. The remuneration paid is as per the remuneration policy of the Company. There were 25 employees as on March 31, 2015.

Total Market Capitalization of the Company as on 31st March, 2015 is Rs.623.60 lakhs which is higher than previous financial year by Rs.217.53 lakhs. The price earning ratio on the closing date of financial year 2014 - 15 is 4.17 as compared to 4.06 in the previous financial year.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

For the Financial Year 2014-15, the Company held 6 meetings of the Board of Directors on the following dates : - 30th May, 2014, 8th August, 2014, 30th September, 2014, 14th November, 2014, 6th February, 2015 and 30th March, 2015.

RECONSTITUTION OF VARIOUS COMMITTEES AS PER COMPANIES ACT, 2013

The company has reconstituted all the exiting committees of the board as per the provisions of Companies Act, 2013 with proper composition of its members more specifically described in Corporate Governance Report which forms integral part of this report.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Section 129(3) of the Companies Act, 2013 read with rules and Accounting Standard 21 on Consolidated Financial Statements, the Annual Report also includes Consolidated Financial Statement for the financial year 2014-15.

SUBSIDIARY COMPANY

The company has a unlisted subsidiary company namely Kingstone Krystals Ltd. In terms of the provision 129(3) of the Companies Act, 2013 read with rules, a report on performance and financial position of the subsidiary company for the financial year ended 31st March, 2015 is annexed. The Annual Report of the subsidiary company is not attached to this annual report, however, the same shall be made available to any member for inspection at the registered office, head office of the company and of its subsidiary.

AUDITORS & AUDITORS' REPORT:

The Auditors, M/s. G.K. Tulsyan & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Directors recommend their reappointment subject to compliance of Section 139 of the Companies Act, 2013 and the rules made there under.

Report of the Auditors, including reference made therein, to the notes forming part of the Statement of Accounts, are self explanatory and does not require to be elucidated further.

INTERNAL FINANCIAL CONTROL

Adequate internal financial controls are in place to manage the business affairs of the Company. Proper procedures are adopted ensuring the orderly and efficient conduct of business, including safeguarding of its assets, prevention and detection of errors and frauds, accuracy and completeness of the accounting records and timely preparation of reliable financial information and the same is reviewed at regular intervals depending upon situation of business of Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

For the period under review, all the transactions entered with related parties were on arm's length price and in the ordinary course of business and that the provisions of the Section 188 of the Companies Act, 2013 is not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus disclosure in Form AOC-2 is not required. Further all transactions with related parties are given in the notes to Financial Statements.

PARTICULARS OF LOANS, ADVANCES & INVESTMENTS

Details of loans & investments are given in the notes to Financial Statements.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established vigil mechanism policy to report genuine concerns and grievances. It has been posted at Company's website www.ceeta.com

RISK MANAGEMENT

The purpose of risk management is to identify evaluate and mitigate the operational, strategic and external environment risk. The Board has overall responsibility of monitoring and mitigating the risks through regular review of its overall operations.

PUBLIC DEPOSITS

Your company did not accept any deposits from the public under section - 73 of the Companies Act, 2013 read with rules, during the year under review.

PERSONNEL

Your Directors would like to put on record their appreciation of the sincere and dedicated services rendered by the loyal employees of the Company There was no employees drawn remuneration of or in excess of the amount prescribed under the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per Section 134(3) of the Companies Act, 2013 read with Rules are given in the 'Annexure - A' as forming part of the report.

CORPORATE GOVERNANCE

The Company believes in and has practiced good Corporate Governance. The spirit of Corporate Governance is being gradually built up in the Company and is not just restricted to ensuring compliance with regulatory requirements but also meeting higher standards of transparency, accountability and integrity in respect of all its transactions. Based upon the above philosophy your Directors present a report on corporate governance as 'Annexure - B' to their report.

EXTRACT OF THE ANNUAL RETURN

The extract of annual return as on the financial year ended March 31, 2015 in Form No. MGT-9, as required under section 92 of the Companies Act, 2013 is annexed to this report.

SECRETARIAL AUDIT REPORT :

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has appointed M/s. Drolia & Co., a Company Secretary in practice as Secretarial Auditor of the Company The secretarial audit report is annexed to this report. Report of the Secretarial Auditor including reference made therein are self explanatory and does not require to be elucidated further.

GENERAL

The other disclosures, not commented upon in this report pursuant to Section 134 of the Companies Act, 2013 read with rules, are not applicable to the Company for the financial year under review.

ACKNOWLEDGEMENT:

Your Directors wish to express their sincere appreciation to the esteemed employees, shareholders, various customers and their consultants, Company's bankers for their continued support, assistance and co-operation to Company

On behalf of the Board

Place : Kolkata K. M. Poddar Dated : 30/05/2015 Managing Director

Arabinda De Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their report on business and operations together with the Audited Accounts of your company for 2013-2014.

FINANCIAL RESULTS All figures in Rs. lacs

Particulars Current Year Previous Year

Total Income 684.54 920.22

Profit before Interest & Depreciation 147.24 221.61

Interest 0.10 52.72

Depreciation 20.41 34.52

Profit before taxation 126.73 134.37

Provision for Tax 26.02 26.02

Profit after tax 100.71 108.35

REVIEW OF OPERATIONS:

The Company''s manufacturing activity of granite products in its 100 % Export Oriented Unit (EOU) at Tumkur had to be kept at its lower level due to continued unfavourable trading condition for granite products in the export market. The company, however undertook other activities such as trading, transportation, investments, short term lending of surplus fund etc. Since major part of machineries remains inoperative due to low level of operation in plant and as their life is near to scrap, your board has decided to dispose-off those machines which are in very poor condition. The total revenue of the company was Rs. 684.54 lac in 2013-14 as against Rs. 920.22 lac in the previous year. It earned a Net Profit of Rs. 100.71 lac in 2013-14 as compared to Rs. 108.35 lac in 2012-13.

PROSPECT:

The company continues to make effort to obtain profitable order for granite products from export market as also to explore possibility of diversified activity.

DIVIDEND:

In order to conserve resources for working capital requirements in the absence of bank finance, no payment of dividend has been considered.

DIRECTORS:

Sri Shanker Lal Singhania, S/o Sri Radha Kishan Singhania residing at 4/1, Clyde Row, 75 Hestings, Kolkata- 700022, retires by rotation from directorship at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment as Independent director pursuant to the provisions of the Companies Act, 2013 and Articles of Association of the Company. He does not hold any share in his own name.

Further, in terms of the provisions of section 149(4) of the Companies Act, 2013, the company is required to fulfill the requirement of Independent Directors on the board. The board has already four directors in the category of independent directors in terms of the provisions of clause 49 of the listing agreement. Out of the four directors, the company placing proposal for appointment of three directors namely Sri Shanker Lal Singhania, Sri Sushil Kumar Chhawchharia and Sri Arabinda De as non- executive independent director as per Section 149 and other applicable provisions of the Companies Act, 2013 and the rules made there under for five consecutive years for a term up to March, 2019.

Sri O.P. Kedia will continue as Non-executive director liable for retire by rotation.

As required under the said Act and the Rules made there under, the same is now put up for approval of members at the ensuing annual general meeting. Necessary details have been annexed to the Notice of the meeting in terms of section 102(1) of the Companies Act, 2013. The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6).

With the appointment of independent directors, the conditions specified in the Act and Rules made there under as also under new clause 49 of the listing agreement stands complied.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

I. in preparation of the Financial Statements for the year ended 31st March, 2014, the applicable Accounting Standard read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there has been no material departure from the same;

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 as at March 31, 2014 and of the Profit of the Company for the year ended on that date;

III. proper and sufficient care has been taken 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. the Financial Statements have been prepared on a going concern basis.

APPOINTMENT OF COMPANY SECRETARY

Your directors pleased to inform you that your company has appointed Miss Sneha Binani as ''Company Secretary'' of the Company with effect from 1st June, 2014 at a remuneration recommended by Nomination and Remuneration Committee and mutually agreed between her and the board.

With the appointment of Company Secretary, the conditions specified in the Act and Rules made there under as also under new clause 49 of the listing agreement stands complied.

APPOINTMENT OF CHIEF FINANCIAL OFFICER (CFO)

Your directors pleased to inform you that your company proposed to re-designated Sri Anubhav Poddar as ''Chief Financial Officer (CFO)'' of the Company with effect from 1st September, 2014 in place of President of the Company. Other terms and conditions including remuneration will remain same as earlier.

With the appointment of CFO, the conditions specified in the Act and Rules made there under as also under new clause 49 of the listing agreement stands complied.

APPOINTMENT OF GM -MARKING AND SALES

Your directors pleased to inform you that your company proposed to re-designated Sri Vaibhav Poddar as ''GM- Marketing and Sales'' of the Company with effect from 1st September, 2014 in place of Chief Executive Officer (CEO) of the Company. Other terms and conditions including remuneration will remain same as earlier.

RECONSTITUTION OF VARIOUS COMMITTEES AS PER COMPANIES ACT, 2013

The company has reconstituted and renamed all the exiting committees of the board as per the provisions of companies Act, 2013 with proper composition of its members.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, the Annual Report also included Consolidated Financial Statement for the financial year 2013-14.

SUBSIDIARY COMPANY

In terms of Section 212 of the Companies Act, 1956, the documents required to be annexed in respect of M/s.Kingstone Krystals Limited, a subsidiary Company are attached to this report. During the year, the Audit committee reviewed the financial statements (in particular, the investments made) of its unlisted subsidiary company, viz., Kingstone Krystals Ltd., to the extent applicable. Minutes of the board meetings of subsidiary company were regularly placed before the Board of the Company.

PUBLIC DEPOSITS

Your company did not accept any deposits from the public during the year under review.

AUDITORS & AUDITORS'' REPORT

The Auditors, M/s.G. K. Tulsyan & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Directors recommend their reappointment subject to compliance of Section 139 of the Companies Act, 2013 and the rules made there under.

Report of the Auditors, including reference made therein, to the notes forming part of the Statement of Accounts, are self explanatory and does not require to be elucidated further.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per Section 217(1)(e) read with Rule 2(A) and 2(B) of the Companies (Disclosure of particulars in the report of Board of Directors) Rules,1988 are given in the ''Annexure - A'' as forming part of the report.

PERSONNEL

Your Directors would like to put on record their appreciation of the sincere and dedicated services rendered by the loyal employees of the Company. There are no employees drawing remuneration in aggregate of Rs.5,00,000/- or more per month, if employed for the part of the year and Rs. 60,00,000/- per annum if employed throughout the year, in terms of Section 217(2A) of the Companies Act,1956.

CORPORATE GOVERNANCE

The Company believes in and has practiced good Corporate Governance. The spirit of Corporate Governance is being gradually built up in the Company and is not just restricted to ensuring compliance with regulatory requirements but also meeting higher standards of transparency, accountability and integrity in respect of all its transactions. Based upon the above philosophy your Directors present a report on corporate governance as ''Annexure - B'' to their report.

On behalf of the Board

Place : Kolkata K. M. Poddar Dated : 08/08/2014 Managing Director

S.L. Singhania Director

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting their report on business and operations together with the Audited Accounts of your company for 2012-2013.

FIN ANCIAL RESULTS All figures in Rs. lacs

Particulars Current Year Previous Year

Total Income 920.22 859.11

Profit before Interest & Depreciation 221.61 506.99

Interest 52.72 196.72

Depreciation 34.52 34.05

Profit before taxation 134.37 276.22

Provision for Tax 26.02 -

Profit after tax 108.35 276.22

REVIEW OF OPERATIONS:

The trading condition of the granite industry particularly in the export market continues to be difficult and our company is no exception. Our company being an Export Oriented Unit (EOU), the dearth of profitable export order affected the company''s working adversely during 2012-13. The company could earn some surplus mainly by undertaking other activities such as trading, transportation, investments etc. The total revenue of the company was Rs. 920.22 lac in 2012-13 as against Rs. 859.11 lac in the previous year. It earned a Net Profit of Rs. 108.35 lac in 2012-13 as compared to Rs. 276.22 lac in 2011-12.

The profits of 2011-12 enabled the company to achieve positive net worth and it ceased to be a sick industrial undertaking. The Board for Industrial and Financial Reconstruction (BIFR) reviewed the company''s financial status and discharged our company (vide its order dated 29-05-2012) from the preview of Sick Industries (Special Provision)Act, 1985 and BIFR.

PROSPECT:

The company continues to make effort to obtain profitable order for granite products from export market as also to explore possibility of diversified activity.

DIVIDEND:

In order to conserve resources for working capital requirements in the absence of bank finance, no payment of dividend has been considered.

DIRECTORS:

Sri Arabinda De, Director of the company, retires at the ensuing Annual General Meeting by rotation and being eligible, offers himself for re-appointment pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company. He does not hold any share in his own name. He is director in six other limited companies. He is a practicing Chartered Accountant and doing practice since 20 years.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, the Annual Report also included Consolidated Financial Statement for the financial year 2012-13.

SUBSIDIARY COMPANY

In terms of Section 212 of the Companies Act,1956, the documents required to be annexed in respect of M/s.Kingstone Krystals Limited, a subsidiary Company are attached to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

I. in preparation of the Financial Statements for the year ended 31st March, 2013, the applicable Accounting Standard read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there has been no material departure from the same;

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 as at March 31, 2013 and of the Profit of the Company for the year ended on that date;

III. proper and sufficient care has been taken 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. the Financial Statements have been prepared on a going concern basis.

PUBLIC DEPOSITS

Your company did not accept any deposits from the public during the year under review.

AUDITORS & AUDITORS'' REPORT

The Auditors, M/s.G. K. Tulsyan & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. As required under Section 224 of the Companies Act, 1956, the Company has obtained from them a certificate to the effect that re-appointment, if made would be in conformity with the limits prescribed in the said Section. The Directors recommend their reappointment.

Report of the Auditors, including reference made therein to the notes forming part of the Statement of Accounts, are self explanatory and does not require to be elucidated further.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per Section 217(1)(e) read with Rule 2(A) and 2(B) of the Companies (Disclosure of particulars in the report of Board of Directors) Rules,1988 are given in the ''Annexure – A'' as forming part of the report.

PERSONNEL

Your Directors would like to put on record their appreciation of the sincere and dedicated services rendered by the loyal employees of the Company. There are no employees drawing remuneration in aggregate of Rs.5,00,000/- or more per month, if employed for the part of the year and Rs. 60,00,000/- per annum if employed throughout the year, in terms of Section 217(2A) of the Companies Act,1956.

CORPORATE GOVERNANCE

The Company believes in and has practiced good Corporate Governance. The spirit of Corporate Governance is being gradually built up in the Company and is not just restricted to ensuring compliance with regulatory requirements but also meeting higher standards of transparency, accountability and integrity in respect of all its transactions. Based upon the above philosophy your Directors present a report on corporate governance as ''Annexure – B'' to their report.

On behalf of the Board of Directors

Place : Kolkata K. M. Poddar

Dated : 29/05/2013 Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting their report on business and operations of your company together with the Audited Accounts of the company for 2009-2010.

FINANCIAL RESULTS All figures in Rs. lacs.

Particulars Current Year Previous Year

Total Income 885.16 1381.70

Profit before Interest & Description 282.74 130.99

Interest 76.04 1.12

Depreciation 33.43 33.82

Profit before taxation 173.27 96.05

Provision for F.B.T. - 2.45

Profit after tax 173.27 93.60

Prior period adjustments (1-35) (0.93)

Net Profit 171.92 92.67



During the year under review the total income of the company was Rs.885.16 lac as against Rs. 1381.70 lac in the previous year. The total income was lower mainly due to fall in export sales of granite products in a continued difficult trading condition in the export market. During the year the company, however, increased its profit after tax to Rs. 173.27 lac from a profit of Rs. 96.05 lac in the previous year mainly due to earning from other activity.

Prospect

The companys continued efforts through frequent visits abroad to build up customer relations have yielded positive results and the company during the current year i.e., 2010-11 obtained some orders from U.S. parties with possibility of getting the same on repetitive basis. In case all these efforts materialise into export order, the companys exports of granite products would increase and the companys profitability will improve.

Directors

Sri A. De, Director of the company, is liable to retire by rotation pursuant to the provisions of the Companies Act, 1956 and the Articles of Association of the Company and being eligible, offers himself for re-appointment. He is Non- Executive Independent Director of the Company. He is a practicing Chartered Accountant. He also holds the directorship in six more limited companies. He does not hold any share of Ceeta Industries Ltd either in his own name or as a beneficiary.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

a) in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) they have selected such accounting policies and applied them consistently and 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 and of the profit or loss of the Company for that year;

c) 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;

d) they have prepared the annual accounts on a going concern basis.

Subsidiary Company

In terms of Section 212 of the Companies Act,1956, the documents required to be annexed in respect of M/s.Kingstone Krystals Limited, a subsidiary Company are attached to this report.

Auditors

The Auditors, M/s.G. K. Tulsyan & Co., Chartered Accountants retire at the ensuing Annual General Meeting and offer themselves for reappointment. The Directors recommend their reappointment.

Conservation of Energy,Technology absorption and Foreign Exchange Earnings and Outgo :

Information as per Section 217(1 )(e) read with Rule 2(A) and 2(B) of the Companies (Disclosure of particulars in the report of Board of Directors) Rules,1988 are given in the Annexure - A as forming part of the report.

Personnel

Your Directors would like to put on record their appreciation of the sincere and dedicated services rendered by the loyal employees of the Company.

There are no employees drawing remuneration, which requires disclosure under Section 217(2A) of the Companies Act, 1956.

Corporate Governance

The Company believes in and has practiced good Corporate Governance. The spirit of Corporate Governance is being gradually built up in the Company and is not just restricted to ensuring compliance with regulatory requirements but also meeting higher standards of transparency, accountability and integrity in respect of all its transactions. Based upon the above philosophy your Directors present a report on corporate governance as Annexure - B to their report.

On behalf of the Board of Director

PLACE: KOLKATA K. M. PODDAR

DATE: 30/07/2010 MANAGING DIRECTOR