Directors Report of Crestchem Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the TWENTY THIRD ANNUAL REPORT together with the Audited Accounts of the Company for the period of 12months ended on 31st March, 2015.

1. FINANCIAL RESULTS (Rs. In Lacs) As at As at 31-03-2015 31-03-2014 (12 Months) (12 Months)

Operating Profit/(Loss) 74.83 8.18 (before interest and depreciation)

Less: Interest 1.65 2.42

Profit/(Loss) before depreciation 73.18 5.76

Less : Depreciation 4.88 8.35

Profit/(Loss) before Tax 68.3 (2.59)

Less : Current Tax. 7.15 0.00

(Excess)/ Short Provision for earlier year 0.00 (0.007)

Profit/(Loss) after Tax 61.15 (2.59)

Amount of Profit and Loss A/c brought forward (259.25) (256.66)

Amount available for appropriations carried to Balance Sheet (198.1) (259.25)

2. TRANSFER TO RESERVES:

The Company has not transferred any sum to the General Reserves during the period under review.

3. DIVIDEND

Your directors regret their inability to recommend any dividend on the equity shares during the period under review.

4. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

5. OPERATIONS

The Operations remained sub-optimal due to financial constraints and the time which was required to be devoted in technically perfecting the products/formulations, in the potential nutraceutical - Enteral and Pediatric nutrition field. New products which will be introduced in the subsequent years in branded retail packages have been technically perfected, whereby there will be better profitability in subsequent years. The Company is now ready with one of the branded product for which the trademark final registration has been approved and granted to the Company by the Trademark Authority of India.

6. DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Narendrakumar H. Patel a Director of the Company, retires by rotation and being eligible offers himself for re-appointment.

The Board of Directors has appointed Smt. Binaben Paras kumar Patel as an Additional director w.e.f 25-03-2015. She will hold office up to the ensuing AGM, of the Company and being eligible, offers herself for re-appointment. Notice under section 160 of the Act, has been received by the company from a Member, signifying his intention to propose the candidature of Smt. Binaben Parasbhai Patel as an independent Director of the Company.

The Board of Directors has appointed Shree Neil Darshan Dalal as an Additional director w.e.f 30-01-2015. He will hold office up to the ensuing AGM, of the Company and being eligible, offers himself for re-appointment. Notice under section 160 of the Act, has been received by the company from a Member, signifying his intention to propose the candidature of Shree Neil Darshan Dalal as an independent Director of the Company.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchanges is enclosed as Annexure A.

8. SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Act, The Secretarial Audit report for the financial year ended 31st March, 2015 given by Ms. Dhara Shah, Practicing Company Secretary is annexed as Annexure B to this report.

9. NUMBER OF BOARD MEETINGS

During the year the Board of Directors met seven times. The details of the Board meetings are provided in the Corporate Governance Report.

10. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) Appropriate accounting policies have been selected and applied so as to give a true and fair view of the state of affairs of the Company as at March, 31st 2015 and of the profit of the Company for that period.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The annual accounts have been prepared on a going concern basis.

(e) The Directors have devised proper systems to ensure compliances with the provisions of applicable laws and such systems are adequate and operating effectively.

11. DECLARATION BY INDEPENDENT DIRECTORS

The Following Directors are independent in terms of section 149(6) of the Act and clause 49 of the listing agreement:

1) Shri Rajesh I. Mody

2) Shri Narendrakumar H. Patel

3) Shri Neil Darshan Dalal

4) Smt. Binaben Parasbhai Patel

The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

12. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Statement containing Particulars of Employees pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. However, as per the provisions of section 134 and 136 of the Companies Act, 2013, the Report and financial statement are being sent to the members and others entitled thereto, excluding the statements containing Particulars of Employees, which is available for inspection by the members at the Registered office of the Company during business hours on all working days (except Saturdays),up to the date of ensuing Annual General Meeting. Any member interested in obtaining a copy of such statement may write to the Company at the registered office of the Company.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to section 135 of the Companies Act, 2013, which is not applicable to the company for the period under review, hence, no committee in this regard has been constituted.

14. EXTRACT OF THE ANNUAL RETURN

Extract of the Annual Return for the Financial Year ended on 31st March, 2015 as required by Section 92(3) of the Act is annexed as Annexure C to this report.

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered in to during the year under report were on arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year.

Details of related party transactions entered into by the Company during the financial year 2014-2015 are provided in Note 23 to the Financial Statements.

16. DEPOSITS

No Public deposits were accepted or matured during the period under review.

17. FINANCE

The accumulated losses of the company are in excess of 50% of the net worth, as on 31st March, 2015. The company is not a sick industrial undertaking within the clause (O) of sub clause(i) of section 3 of sick industrial companies (Special Provision) Act, 1985. The company has no outstanding term loans or working capital loans or any kind of loans from banks or financial institutions. There are no outstanding interest payments on above.

As a part of restructuring the company's operations and finances, the company in the process of disposing off old assets (land, building & obsolete Plant and Machinery) and replacing it by purchasing and installing new assets (land, modern building & Plant and Machinery); which will be more appropriately suitable for conducting the operation of the Company and will be better compliant to the modern good manufacturing practices (GMP) norms of the industry, to remain abreast and relevant with respect to the changing technological and business environment.

The company has not incurred any cash losses during the year 2012-2013, 2013-14 & 2014- 2015.

18. AUDITORS

M/s. Talati & Talati, Chartered Accountants, Ahmedabad, the auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment and have furnished certificate to the effect that their appointment, if made, will be in accordance with the limits specified in Section 139 and 141 of the Companies Act, 2013. Your Directors recommend their re-appointment.

In the opinion of directors, the observations made in the Auditor's Report are self Explanatory and the notes to the accounts are self explanatory and adequately explain the matters, which are dealt with by the auditors.

19. COST AUDIT

The Central Government of India has not prescribed the maintenance of Cost Accounting Records under sub Section (1) of Section 148 of the Companies Act, 2013 and hence this clause is not applicable to the company.

20. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

21. INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

Information required u/s. 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, form part of this report. However, as per the provisions of section 134, the reports and accounts are being sent to all shareholders of the Company excluding the information relating to conservation of energy, foreign exchange earnings and outgo, and the statement of particulars of employees. Any shareholder interested in obtaining such particulars may write to the Director/Company Secretary at the Registered Office of the Company.

22. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report & practices followed by the Company are indicated separately in the Annexure D forming part of this report. A certificate from the Practicing Company Secretary of the Company, regarding the conditions of corporate governance as stipulated under clause 49 of the listing agreement is annexed to this report.

23. WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the listing agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company, is in place with the Company.

24. INDUSTRIAL RELATIONS, SAFETY AND ENVIRONMENT

During the year under review, the industrial relations remained harmonious and cordial.

25. FORMAL ANNUAL EVALUATION & POLICY RELATING TO REMUNERATION FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

Nomination and remuneration committee has laid down the standard procedure and method for evaluation of performance of each directors, key managerial personnel and members of the committees.

Policy for Selection of Directors and determining Directors' independence

1. Introduction

1.1 CRESTCHEM LIMITED believes that an enlightened and combination of youth with experience Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. Towards this, CRESTChEm LIMITED ensures constitution of a Board of Directors with an appropriate composition, size, diversified expertise and experience and commitment to discharge their responsibilities and duties effectively.

1.2 CRESTCHEM LIMITED recognizes the importance of Independent Directors in achieving the effectiveness of the Board. CRESTCHEM LIMITED aims to have an optimum combination of Executive, Non-Executive and Independent Directors.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, incase of their appointment as independent directors of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 "Director" means a director appointed to the Board of a company.

3.2 "Nomination and Remuneration Committee" means the committee constituted by CRESTCHEM LIMITED Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement, whenever applicable.

3.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement, whenever applicable.

4. Policy:

4.1 Qualifications and criteria

4.1.1 The Nomination and Remuneration Committee (NRC), and the Board, shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience that are relevant for the Company's global operations.

4.1.2 In evaluating the suitability of individual Board members, the NRC may take into account factors, such as:

* General understanding of the Company's business dynamics, global business and social perspective; Educational and professional background Standing in the profession;

* Personal and professional ethics, integrity and values;

* Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

4.1.3 The proposed appointee shall also fulfill the following requirements:

* Shall possess a Director Identification Number;

* Shall not be disqualified under the Companies Act, 2013;

* Shall give his written consent to act as a Director;

* Shall endeavor to attend all Board Meetings and wherever he is appointed as a Committee Member, the Committee Meetings;

* Shall abide by the Code of Conduct established by the Company for Directors and Senior Management Personnel;

* Shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

* Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, Equity Listing Agreements and other relevant laws.

4.1.4 The NRC shall evaluate each individual with the objective of having a group that best enables the success of the Company's business.

4.2 Criteria of Independence

4.2.1 The NRC shall assess the independence of Directors at the time of appointment / re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director.

4.2.2 The criteria for appointment/re-appointment of independence is as laid down in Companies Act, 2013 and Clause 49 of the Equity Listing Agreement, whenever applicable.

4.2.3 The Independent Directors shall abide by the "Code for Independent Directors" as specified in Schedule IV to the Companies Act, 2013.

4.3 Other directorships/committee memberships

4.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as directors of the Company. The NRC shall take into account the nature of, and the time involved in a Director's service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

4.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be Public Limited Companies.

4.3.3 A Director shall not serve as an Independent Director in more than 7 Listed Companies and not more than 3 Listed Companies in case he is serving as a Whole- time Director in any Listed Company.

4.3.4 A Director shall not be a member in more than 10 Committees or act as Chairman of more than 5 Committees across all companies in which he holds directorships.

For the purpose of considering the limit of the Committees, Audit Committee and Stakeholders' Relationship Committee of all Public Limited Companies, whether listed or not, shall be included and all other companies including Private Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013 shall be excluded.

Remuneration Policy for Directors, Key Managerial Personnel and other employees

1. Introduction

1.1 CRESTCHEM LIMITED recognizes the importance of aligning the business objectives with specific and measurable individual objectives and targets. The Company has therefore formulated the remuneration policy for its directors, key managerial personnel and other employees keeping in view the following objectives:

1.1.1 Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the company successfully.

1.1.2 Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

1.1.3 Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 "Director" means a director appointed to the Board of the Company.

3.2 "Key Managerial Personnel" means

(I) the Chief Executive Officer or the managing director or the manager;

(ii) the company secretary;

(iii) the whole-time director;

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed under the Companies Act, 2013

3.3 "Nomination and Remuneration Committee" means the committee constituted by CRESTCHEM LIMITED Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and applicable clause of the Equity Listing Agreement.

4. Policy:

4.1 Remuneration to Executive Directors and Key Managerial Personnel

4.1.1 The Board, on the recommendation of the Nomination and Remuneration Committee (NRC), shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits approved by the shareholders.

4.1.2 The Board, on the recommendation of the NRC, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.

4.1.3 The remuneration structure to the Executive Directors and Key Managerial Personnel shall include the following components:

(i) Basic Pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual Performance Bonus

4.1.4 The Annual Plan and Objectives for Executive Directors and Senior Executives (Executive Committee) shall be reviewed by the NRC and Annual Performance Bonus will be approved by the Committee based on the achievements against the Annual Plan and Objectives.

4.2 Remuneration to Non-Executive Directors

4.2.1 The Board, on the recommendation of the NRC, shall review and approve the remuneration payable to the Non- Executive Directors of the Company within the overall limits approved by the shareholders.

4.2.2 Non-Executive Directors shall be entitled to sitting fees for attending the meetings of the Board and the Committees thereof.

4.3 Remuneration to other employees

4.3.1 Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

26. ACKNOWLEDGEMENT

The Directors extend their sincere thanks to the Bankers, Central and State Government Authorities, Customers, Shareholders and all other who have been associated with the Company, for their co-operation, continued support and for the confidence reposed in the management of the Company.

27. GENERAL INFORMATION

AGM held during the financial year: 30TH SEPTEMBER, 2014.

For and on behalf of the Board Sd/- Place : Indrad(Kadi) Dipak N. Patel Date : 7th August,2015 Chairman/Managing Director (DIN-02052080)

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the TWENTY SECOND ANNUAL REPORT together with the Audited Accounts of the Company for the period of 12 months ended on 31st March, 2014.

1. FINANCIAL RESULTS

(Rs. In Lacs)

As at As at 31-03-2014 31-03-2013 (12 Months) (12 Months)

Operating Profit / (Loss) 8.18 2.47 (before interest and depreciation)

Less : Interest 2.42 1.94

Profit / (Loss) before depreciation 5.76 0.53

Less : Depreciation 8.35 8.52

Profit / (Loss) before Tax (2.59) (7.99)

Less : Provision for Taxation / FBT. 0.00 0.00

(Excess)/ Short Provision for earlier year (0.007) 0.00

Profit/(Loss) after Tax (2.59) (7.99)

Amount of Profit and Loss A/c brought forward (256.66) (248.67)

Amount available for appropriations carried to Balance Sheet (259.25) (256.66)

2. DIVIDEND

Your directors regret their inability to recommend any dividend on the equity shares in view of the losses during the period under review.

3. OPERATIONS

The Operations remained sub-optimal due to financial constraints and the time which was required to be devoted in technically perfecting the products / formulations, in the potential nutraceutical - Enteral and Pediatric nutrition field. However, during the year substantial technical work was completed on updating the existing products as also expanding the number of products in the industrial food ingredients product range. Also new products which will be introduce in the subsequent years in branded retail packages have been technically perfected and will add to our product lines, whereby there will be better profitability in subsequent years. The Company has also applied for Trademarks on these products and out of them one trademark has already been approved by the Trademark authority in India.

4. DIRECTORS

The terms of all the directors except the Managing Director are subject to retirement by rotation. Now, The Companies Act, 2013 provides that independent Directors are not liable to retire by rotation and their term of appointment can be up to five consecutive years. Accordingly, Mr. Rajesh I. Mody, Mr. Narendrakumar H. Patel, Mr. H.L Joshi being independent directors is being appointed for a term of Five years.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Rajesh I. Mody a Director of the Company, retires by rotation and being eligible offers himself for re-appointment.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchanges is enclosed as Annexure A.

6. DIRECTOR''S RESPONSIBILITY STATEMENT

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

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) Appropriate accounting policies have been selected and applied so as to give a true and fair view of the state of affairs of the Company as at March, 31st 2014 and of the loss of the Company for that period.

(c) 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.

(d) The annual accounts have been prepared on a going concern basis.

7. DEPOSITS

No Public deposits were accepted or matured during the period under review.

8. FINANCE

The accumulated losses of the company are in excess of 50% of the net worth, as on 31st March, 2014. The company is not a sick industrial undertaking within the clause (O) of sub clause (i) of section 3 of sick industrial companies (Special Provision) Act, 1985. However, it is potentially sick under the meaning of section 23 of the said Act, and accordingly, as on date, no reference is made to the Board for Industrial and Financial Reconstruction. The said loss includes non cash - depreciation charges. Also the company has no outstanding term loans or working capital loans or any kind of loans from banks or financial institutions. There are no outstanding interest payments on above.

a. To tide over companies current financial difficulties, at the request of the company, the Directors of the company have given unsecured interest free loans from time to time from their own funds to help the company to re- structure its operations.

b. The company has not incurred any cash losses during the year 2011 -2012, 2012-13 & 2013- 2014.

9. AUDITORS

M/s. Talati & Talati, Chartered Accountants, Ahmedabad, the auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment and have furnished certificate to the effect that their appointment, if made, will be in accordance with the limits specified in Section 139 and 141 of the Companies Act, 2013. Your Directors recommend their re-appointment.

In the opinion of directors, the observations made in the Auditor''s Report are self Explanatory and the notes to the accounts are self explanatory and adequately explain the matters, which are dealt with by the auditors.

10. COST AUDIT

The Company has not maintained Cost Accounting Records required to be maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 233B of the Companies Act, 2013. However, the Company is actively in the process of preparing the Cost records as required above and M/s. Vishal Yagnik & Associates, Cost Accountants, Ahmedabad, are appointed as Cost Auditors of the Company for the Financial year ended 31st March, 2014.

11. PARTICULARS OF EMPLOYEES

There is no employee attracting the provisions of section 217(2A) of the Act, read with the rules made there under.

12. INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

Information required u/s. 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 form part of this report. However, as per the provisions of section 219(1 )(b) (iv), the reports and accounts are being sent to all shareholders of the Company excluding the information relating to conservation of energy, foreign exchange earnings and outgo, and the statement of particulars of employees. Any shareholder interested in obtaining such particulars may write to the Director / Company Secretary at the Registered Office of the Company.

13. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report & practices followed by the Company are indicated separately in the Annexure B forming part of this report. A certificate from the Practicing Company Secretary of the Company, regarding the conditions of corporate governance as stipulated under clause 49 of the listing agreement is annexed to this report.

14. COMPLIANCE CERTIFICATE

The compliance certificate issued by the Company Secretary in whole time practice as prescribed under provision to Section 383A(1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is attached with this Report.

15. INDUSTRIAL RELATIONS, SAFETY AND ENVIRONMENT

During the year under review, the industrial relations remained harmonious and cordial. The Directors wish to place on record the unstinted efforts and dedicated services extended by the employees at all levels. With their support the Company looks forward to a brighter future.

16. ACKNOWLEDGEMENT

The Directors extend their sincere thanks to the Bankers, Central and State Government Authorities, Customers, Shareholders and all other who have been associated with the Company, for their co-operation, continued support and for the confidence reposed in the management of the Company.

For and on behalf of the Board

Sd/- Place : Indrad (Kadi) Dipak N. Patel Date :30th May,2014 Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting the TWENTIETH ANNUAL REPORT together with the Audited Accounts of the Company for the period of 12 months ended on 31st March, 2012.

1. FINANCIAL RESULTS

(Rs In Lacs)

As at As at 31-03-2012 31-03-2011 (12 Months) (12 Months)

Operating Profit / (Loss) 12.93 0.89 (before interest and depreciation)

Less : Interest 0.13 0.47

Profit / (Loss) before depreciation 12.8 0.42

Less : Depreciation 8.67 9.52

Profit / (Loss) before Tax 4.13 (9.10)

Less : Provision for Taxation / FBT. 0.00 0.00

Profit/(Loss) after Tax 4.13 (9.10)

Amount of Profit and Loss

A/c brought forward (252.80) (243.70)

Amount available for appropriations carried to Balance Sheet (248.67) (252.80)

2. DIVIDEND

Your directors regret their inability to recommend any dividend on the equity shares in view of the losses during the period under review.

3. OPERATIONS

The plant's utilization improved to some extent, yet however it remained sub-optimal due to financial constraints and the time which was required to be devoted in technically perfecting the products / formulations, in the neutraceutical health food clinical nutrition field.

4. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri Narendra H. Patel a Director of the Company, retires by rotation and being eligible offers himself for re-appointment. With deep regret we wish to inform that the Chairman of the company Shri Narendra C. Patel has ceased to be a director on the board due to his sad demise, his continuing guidance and valuable support was always appreciated and will be remembered by your company. Shri H. L. Joshi has been appointed as Additional Director in the Category of Independent director of the Company.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchanges is enclosed as Annexure A.

6. LISTING OF EQUITY SHARES ON BOMBAY STOCK EXCHANGE ( BSE) SCRIP CODE : 526269

The Company's equity shares are listed on The Bombay Stock Exchange Limited. The Company has filed application for revocation of suspension of listing of equity Shares of the Company. It will be relisted with BSE. Company has paid listing fees for the year 2012-13, registered with NSDL & CDSL and was allotted ISIN No. INE293N01016.

7. OTHER INFORMATION

The Company has created its own website: www.crestchemlimited.in. for the benefit of its equity shareholders and public at large.

The Company has appointed Compliance Officer for better services of the equity shareholders.

The Company's equity shares will be relisted and traded on BSE.

8. DIRECTOR'S RESPONSIBILITY STATEMENT

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

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) Appropriate accounting policies have been selected and applied so as to give a true and fair view of the state of affairs of the Company as at March, 31st 2012 and of the profit of the Company for that period.

(c) 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.

(d) The annual accounts have been prepared on a going concern basis.

9. DEPOSITS

No Public deposits were accepted or matured during the period under review.

10. FINANCE

The accumulated losses of the company are in excess of 50% of the net worth, as on 31st March, 2012. The company is not a sick industrial undertaking within the clause (O) of sub clause (i) of section 3 of sick industrial companies (Special Provision) Act, 1985. However, it is potentially sick under the meaning of section 23 of the said Act, and accordingly, as on date, no reference is made to the Board for Industrial and Financial Reconstruction. The said loss includes non cash - depreciation charges. Also the company has no outstanding term loans or working capital loans or any kind of loans from banks or financial institutions. There are no outstanding interest payments on above.

a. To tide over companies current financial difficulties, at the request of the company, the Directors of the company have given unsecured interest free loans from time to time from their own funds to help the company to re- structure its operations.

b. The company has not incurred any cash losses during the year 2010-11 & 2011-12.

11. AUDITORS

M/s. Talati & Talati, Chartered Accountants, Ahmedabad, the auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment and have furnished certificate to the effect that their appointment, if made, will be in accordance with the limits specified in Section 224 (1-B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

In the opinion of directors, the notes to the accounts are self explanatory and adequately explain the matters, which are dealt with by the auditors.

12. COST AUDIT

The Company has not maintained Cost Accounting Records required to be maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956. However, the Cost Accountant has been appointed by the Company and the process of preparing cost records is in progress.

13. PARTICULARS OF EMPLOYEES

There is no employee attracting the provisions of section 217(2A) of the companies Act, 1956, read with the rules made there under.

14. INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

Information required u/s. 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 form part of this report. However, as per the provisions of section 219(1 )(b) (iv), the reports and accounts are being sent to all shareholders of the Company excluding the information relating to conservation of energy, foreign exchange earnings and outgo, and the statement of particulars of employees. Any shareholder interested in obtaining such particulars may write to the Director / Company Secretary at the Registered Office of the Company.

15. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report & practices followed by the Company are indicated separately in the Annexure B forming part of this report. A certificate from the Practising Company Secretary, regarding the compliances of corporate governance as stipulated under clause 49 of the listing agreement is annexed as Annexure B to this report.

16. COMPLIANCE CERTIFICATE

The compliance certificate issued by the Company Secretary in whole time practice as prescribed under provision to Section 383A(1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is attached with this Report.

17. INDUSTRIAL RELATIONS, SAFETY AND ENVIRONMENT

During the year under review, the industrial relations remained harmonious and cordial. The Directors wish to place on record the unstinted efforts and dedicated services extended by the employees at all levels. With their support the Company looks forward to a brighter future.

18. ACKNOWLEDGEMENT

The Directors extend their sincere thanks to the Bankers, Central and State Government Authorities, Customers, Shareholders and all other who have been associated with the Company, for their co-operation, continued support and for the confidence reposed in the management of the Company.

For and on behalf of the Board

Sd/-

Place : Indrad (Kadi) Dipak N. Patel

Date : 15-June-2012 Managing Director

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Mar 31, 2011

The Directors have pleasure in presenting the NINETEENTH ANNUAL REPORT together with the Audited Accounts of the Company for the period of 12 months ended on 31st March, 2011.

1. FINANCIAL RESULTS (Rs. In Lacs)

As at As at 31-03-2011 31-03-2010 (12 Months) (12 Months)

Operating Profit / (Loss) 0.89 (14.89) (before interest and depreciation)

Less : Interest 0.47 0.21

Profit / (Loss) before depreciation 0.42 (15.10)

Less : Depreciation 9.52 9.52

Profit / (Loss) before Tax (9.10) (24.62)

Less : Provision for Taxation / FBT. 0.00 0.37

Profit/(Loss) after Tax (9.10) (24.99)

Amount of Profit and Loss A/c brought (243.70) (218.71) forward

Amount available for appropriations (252.80) (243.70) carried to Balance Sheet

2. DIVIDEND

In view of the losses incurred by the Company, the Board of Directors do not recommend any dividend for the period under review.

3. OPERATIONS

The plant's utilization improved to some extent, yet however it remained sub-optimal due to financial constraints and the time which was required to be devoted in technically perfecting the products / formulations, in the neutraceutical health food clinical nutrition field.

4. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri Rajesh I. Mody a Director of the Company, retires by rotation and being eligible offers himself for re-appointment.

Your Directors recommends re-appointment of the above director.

5. DIRECTOR'S RESPONSIBILITY STATEMENT

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

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) Appropriate accounting policies have been selected and applied so as to give a true and fair view of the state of affairs of the Company as at March, 31st 2011 and of the loss of the Company for that period.

(c) 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.

(d) The annual accounts have been prepared on a going concern basis.

6. DEPOSITS

No Public deposits were accepted or matured during the period under review

7. FINANCE

The accumulated losses of the company are in excess of 50% of the net worth, as on 31st March, 2011. The company is not a sick industrial undertaking within the clause (O) of sub clause (i) of section 3 of sick industrial companies (Special Provision) Act, 1985. However, it is potentially sick under the meaning of section 23 of the said Act, and accordingly, as on date, no reference is made to the Board for Industrial and Financial Reconstruction. The said loss includes non cash – depreciation charges. Also the company has no outstanding term loans or working capital loans or any kind of loans from banks or financial institutions. There are no outstanding interest payments on above.

To tide over companies current financial difficulties, at the request of the company, the Directors of the company have given unsecured interest free loans from time to time from their own funds to help the company to re-structure its operations.

8. AUDITORS

M/s. Talati & Talati, Chartered Accountants, Ahmedabad, the auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment and have furnished certificate to the effect that their appointment, if made, will be in accordance with the limits specified in Section 224 (1-B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

In the opinion of directors, the notes to the accounts are self explanatory and adequately explain the matters, which are dealt with by the auditors.

9. PARTICULARS OF EMPLOYEES

There is no employee attracting the provisions of section 217(2A) of the companies Act, 1956, read with the rules made there under.

10. INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

Information required u/s. 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 form part of this report. However, as per the provisions of section 219(1)(b) (iv), the reports and accounts are being sent to all shareholders of the Company excluding the information relating to conservation of energy, foreign exchange earning and outgo, and the statement of particulars of employees. Any shareholder interested in obtaining such particulars may write to the Director / Company Secretary at the Registered Office of the Company.

11. CORPORATE GOVERNANCE REPORT

A separate report on Corporate Governance is furnished as a part of this Annual Report, along with the Compliance Certificate on the same from the company secretary.

12. COMPLIANCE CERTIFICATE

The compliance certificate issued by the Company Secretary in whole time practice as prescribed under provision to Section 383A(1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is attached with this Report.

13. INDUSTRIAL RELATIONS, SAFETY AND ENVIRONMENT

The Industrial relations remained cordial, and due attention is devoted to safety / environmental aspects..

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry Structure and Development:

Your Company is engaged in the field of Processing / Job working / Manufacturing, of specialty chemical ingredients, in dry powder forms, finding applications as a nutritious (or as a edible additive) raw material, in dry re-constitutable food and pharmaceutical recipes. Commercially, at times known as the neutraceutical Industry products or as Entral Nutritional Industry raw materials, Health Food Industry raw material etc.

Opportunities, Threats, Risk and Concerns :

This is a developing field, emerging out of the fusion of certain aspects of three industries, namely The Chemical – The Food – The Pharmaceutical Industry, with an opportunity of growth. But currently the cost of manufacturing and marketing is high, as volume of business is low, since the concept has yet to catch-up In India, as compared to certain countries abroad, which is a kind of threat to the viability, at least for the time being. The risk is that the "off-the shelf ready to use packaged products" which are costly and targeted to the modern life, depends on how fast the purchasing power of Indian Mass Public improves. Currently our concerns are to find customers /Job work customers in this field who can give us remunerative prices. The management now feels optimistic to find the same, which was difficult to find till now.

Financial Performance With Respect To Operational Performance:

The plant's utilization remained sub optimal due to financial constraints and the time which was required to be devoted in technically perfecting the products / formulations, in the neutraceutical / health food / clinical nutrition field.

Internal Control Systems and their adequacy :

The Company has internal control systems commensurate with its size and nature of business.

Human Resource / Industrial Relations :

The company has taken effective steps to rationalize manpower cost to the maximum extent possible.

Business Outlook :

The growth of our Companies business depends upon several factors as discussed above. However, management visualizes that, shortly time will come in which we will be able to introduce new formulations and the same will, get properly accepted in the market, looking at some improvement in purchasing power of Indian Mass Public.

Cautionary Statement :

Actual results might differ from what we perceive with regards to companies outlook and performance due to changing ground realities.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere thanks to the Bankers and various Government authorities for the co-operation given by them.

For and on behalf of the Board Sd/- Place : Indrad (Kadi) Narendra C. Patel Date : 27-May-2011 Chairman

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Mar 31, 2010

DIRECTORS' REPORT TO THE MEMBERS

The Directors have pleasure in presenting the EIGHTEENTH ANNUAL REPORT together with the Audited Accounts of the Company for the period of 12 months ended on 31st March, 2010.

1. FINANCIAL RESULTS (Rs. In Lacs) As at As at 31-03-2010 31-03-2009 (12 Months) (12 months)

Operating Profit/(Loss) (14.89) 3.81 (before interest and depreciation)

Less: Interest 0.12 0.32

Profit/(Loss) before (15.10) 3.49 depreciation

Less : Depreciation 9.52 9.53

Profit / (Loss) before Tax (24.62) (6.04)

Less: Provision for Taxation /FBT 0.37 0.08

Profit/(Loss) after Tax (24.99) (06.12)

Amount of Profit and Loss A/c brought forward (218.71) (212.58)

Amount available for (243.70) (218.71) appropriations carried to Balance Sheet

2. DIVIDEND

In view of the losses incurred by the Company, the Board of Directors do not recommend any dividend for the period under review.

3. OPERATIONS

The plant is utilization remained sub optimal due to financial constrains and due to the time which required to be devoted in technically perfecting the products/formulations in the nuetraceutical/health food/ clinical nutrition field.

4. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri Narendra C. Patel a Director of the Company, retires by rotation and being eligible offers himself for re-appointment.

Your Directors recommends re-appointment of the above director.

5. DIRECTOR'S RESPONSIBILITY STATEMENT

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

(a) In the preparation of the annual, accounts, the applicable accounting standards have been followed.

(b) Appropriate accounting policies have been selected and applied so as to give a true and fair view of the state of affairs of the Company as at March. 31st 2010 and of the loss of the Company for that period,

(c) 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.

(d) The annual accounts have been prepared on a going concern basis;

6. DEPOSITS

No deposits were accepted or matured during the period under review

7 FINANCE

The accumulated losses of the company is in excess of 50% of the net word), as on 31st March, 2010.The company is not a sick industrial undertaking within the clause (O) of sub clause (i) of section 3 of sick industrial companies (Special Provision) Act, 1985. However, it is potentially sick under the meaning of section 23 of the said Act. and accordingly, as on date, no reference is made to the board for Industrial and financial Reconstruction. The said loss includes non cash - depreciation charges. Also the company has no outstanding term loans or working capital loans or any kind of loans from banks or financial institutions. There is no outstanding interest payments on above.

To tide over companies current financial difficulties, at the request of the company, the Directors of the company has given unsecured interest free loans from time to time from their own funds to help the company to re-structure its operations.

8. AUDITORS

M/s. Talati & Talati, Chartered Accountants, Ahmedabad. the auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment and have furnished certificate to the effect that their appointment, if made, will be in accordance with the limits specified in Section 224 (I-B) of the Companies Act. 1956. Your Directors recommend their re- appointment.

In the opinion of directors, the notes to the accounts are self explanatory and adequately explains the matters, which are dealt with by the auditors.

Audit Report mentions that Internal Auditor has not been appointed. The Directors have to state that.As suggested by the Statutory Auditors M/s. Talati & Talati. the company has appointed M/s. Ashok Bhogilal Shah, Chartered Accountants, as the Internal Auditors of the company, from the current financial year onwards.

9. PARTICULARS OF EMPLOYEES

There is no employee attracting the provisions of section 2I7(2A) of the companies Act, 1956, read with the rules made there under.

10. INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

Information required u/s. 217 (1)(c) of the Companies Act. 1956 read with Companies (Disclosure- of particulars in the Report of Board of Directors) Rules. 1988 form part of this report. However as per the provisions of section 219(I)(b)(iv) the reports and accounts are being sent to all shareholders of the Company excluding the information relating to conservation of energy, foreign exchange earning and outgo, and the statement of particulars of employees. Any shareholder interested in obtaining such particulars may write to the Director/ Company Secretary at the Registered Office of the Company.

11. CORPORATE GOVERNANCE REPORT

A separate report on Corporate Governance is furnished as a part of this Annual Report, along with the Compliance Certificate on the same from the company secretary.

12. COMPLIANCE CERTIFICATE

The compliance certificate issued by the Company Secretary in whole time practice as prescribed under provision to Section 383A(l) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is attached with this Report.

13. INDUSTRIAL RELATIONS, SAFETY AND ENVIRONMENT

The Industrial relations remained cordial, and due attention is devoted to safety / environmental aspects.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere thanks to the Bankers and various Government authorities for the co-operation given by them.

For and on behalf of the Board

Narctulra C. Patel Chairman

Place : Indrad(Kadi) Date : 30-07-2010