Directors Report of CMX Holdings Ltd.

Mar 31, 2014

To the Members,

The Directors present the 23rd Annual Report along with Audited Accounts of the Company for the year ended March 31,2014.

FINANCIAL RESULTS

The Company incurred a net loss of Rs.3.39 Lacs during the year under review.

DIVIDEND

In the absence of profits during the year, your Directors expressed their inability to recommend any dividend.

DIRECTORS

Mr. Bharat Bhushan Mehta, Directorretires by rotation atthe forthcoming Annual General Meeting and being eligible offer himself forreappointment.

Mr. A.K. Mehra, Director of the Company has resigned from the directorship of the Company w.e.f. 13.8.2014.

Mr. A.K.Mithal has been appointed as an additional director of the Company w.e.f. 13.8.2014to hold office upto the forthcoming Annual General Meeting of the Company Section 149 of the Companies Act, 2013 provides for the appointment of Independent Directors (IDs), subject to the approval of shareholders in the General Meeting. The Board of Directors recommends the appointment of IDs as set out in the Notice of the AGM for the approval of the shareholders. Necessary declaration from the IDs confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

AUDITORS

M/s. V. Sahai Tripathi & Co., Chartered Accountants, Auditors of the Company (ICAI Registration Number 000262N) hold office until the conclusion of the forthcoming Annual General Meeting of the Company and are recommended for reappointment.

AUDITORS''REPORT

The observations of Auditors in their report read with the relevant notes to accounts are self-explanatory and therefore do not require further explanation.

CORPORATE GOVERNANCE

Aseparate report on Corporate Governance is attached as a part of the Annual Report and annexed hereto as Annexure I along with the Auditors'' Certificate on its compliance.

The Management Discussion and Analysis Report forms part of this report and is annexed hereto as Annexure II.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information required under Section 217(1)(e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo are not applicable and hence not furnished for the yearunder review.

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS''RESPONSIBIUTY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your directors''state:

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

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 loss of the company for thatyear;

(iii) that 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;

(iv) that the annual accounts have been prepared on a going concern basis.

SHARE REGISTRY ACTIVITIES

In terms of SEBI Circular No.D&CC/FITTC/CIR-l 5/2002 dated 27th December 2002, your Company has transferred the work related to share registry to M/s Mas Services Limited, a Registrar and Share Transfer Agent registered with SEBI.

LISTING OF EQUITY SHARES OF THE COMPANY

The Equity Shares of the Company are listed on BSE Limited, The Calcutta Stock Exchange Ltd. and Madhya Pradesh Stock Exchange Ltd. The delisting of the Equity Shares of the Company is pending with Calcutta Stock Exchange Ltd.

The Annual Listing Fee upto the years 2014-2015 has been paid to BSE Limited. The Annual Listing Fee upto the year 1998-1999 has been paid to Calcutta Stock Exchange Ltd.

DEPOSITORY SYSTEM

The equity shares of the Company have been notified for compulsorily trading in dematerialized form by all investors. The shares of the Company are available for trading on Central Depository Services (India) Ltd. (CDSL). The Company''s application for admission of its equity shares on National Securities Depository Limited (NSDL) is still pending. As on31st March 2014,atotal of 35,305 equity shares of the Company, which forms0.31%of the Equity Share Capital, stand dematerialized.

COMPLIANCES UNDERLISTING AGREEMENT/COMPANIES ACT, 2013

The Company is lying dormant for more than fifteen years and there is no employee on the rolls of the Company. As a result, the Company is not in a position to comply various compliances under the Companies Act, 2013 and Listing Agreement.

The Securities and Exchange Board of India (SEBI) passed an order dated 26.8.2014 under Section 11(1), 11(2)(j), 11(4) and 11B of the SEBI Act, 1992 read with Section 12Aof the Securities Contracts (Regulation) Act, 1956 in the matter of non-compliance with the requirement of Minimum Public Shareholding (MPS) under clause 40Aof the Listing Agreement and restrained the Company, its promoters and directors from various activities/corporate benefits.

FIXED DEPOSITS

There are no fixed deposits outstanding as on 31* March, 2014. ACKNOWLEDGMENTS The Directors wish to thank the Company''s Bankers, the Shareholders and Business Associates for their continued and unstinted support..

For and on behalf of the Board of Directors (SANTOSH KUMAR) (B.B. MEHTA) Place ; New Delhi DIRECTOR DIRECTOR Dated: 27.8.2014 DIN ; 00994313 DIN: 06644703

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Mar 31, 2013

To the Members,

The Directors present the 22"" Annual Report along with Audited Accounts of the Company for the year ended March 31,2013.

FINANCIAL RESULTS

The Company incurred a net loss of Rs.176 Lacs during the year under review.

DIVIDEND

In the absence of profits during the year, your Directors express their inability to recommend any dividend.

DIRECTORS

Mr. Santosh Kumar, Director retire by rotation and being eligible, offer himself for reappointment.

Mr. Sunil Kakria, Director of the Company has resigned from the directorship of the Company w.e.f. 31.7.2013.

Mr. Bharat Bhushan Mehta was co-opted as an Additional Director on the Board of the Company w.e.f. 31.7.2013.

AUDITORS

M/s. V. Sahai Tripathi & Co., Chartered Accountants, Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting of the Company and are recommended for reappointment. The Company has received certificate from them to the effect that their appointment, if made, would be within the limits as prescribed under Section 224(1 B) of the Companies Act, 1956.

AUDITORS''REPORT

The observations of Auditors in their report read with the relevant notes to accounts are self-explanatory and therefore do not require further explanation.

CORPORATE GOVERNANCE

Aseparate report on Corporate Governance is attached as a part of the Annual Report and annexed hereto asAnnexure I along with the Auditors'' Certificate on its compliance.

The Management Discussion and Analysis Report forms part of this report and is annexed hereto asAnnexure II.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information required under Section 217(1 )(e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo are not applicable and hence not furnished for the year under review.

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your directors'' state:

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

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 loss of the company for that year;

(iii) that 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) that the annual accounts have been prepared on a going concern basis. S

HARE REGISTRY ACTIVITIES

in terms of SEBI Circular No.D&CC/FITTC/CIR-15/2002 dated 27th December 2002, your Company has transferred the work related to share registry to M/s Mas Services Limited, a Registrar and Share Transfer Agent registered with SEBI.

LISTING OF EQUITY SHARES OF THE COMPANY

The Equity Shares of the Company are listed on BSE Limited and Madhya Pradesh Stock Exchange Limited. The delisting of the Equity Shares Oi the Company is pending with Calcutta Stock Exchange Ltd.

The Annual Listing Fee upto the years 2013-2014 has been paid to BSE Limited and Madhya Pradesh Stock Exchange Ltd. The Annual Listing Fee uptothe year 1998-1999 has been paid to Calcutta Stock Exchange Limited.

DEPOSITORY SYSTEM

The equity shares of the Company have been notified for compulsorily trading in dematerialized form by all investors. The shares of the Company are available for trading on Central Depository Services (India) Ltd. (CDSL). The Company''s application for admission of its equity shares on National Securities Depository Limited (NSDL) is still pending.

As on 31st March 2013, a total of 33,930 equity shares of the Company, which forms 0.30% of the Equity Share Capital, stand dematerialized.

FIXED DEPOSITS

There are no f xed deposits outstanding as on 31" March, 2013.

ACKNOWLEDGMENTS

The Directors wish to thank the Company''s Bankers, the Shareholders and Business Associates for their continued and unstinted support.



For and on behalf of the Board of Directors



Place : New Delhi (SANTOSH KUMAR) (A.K. MEHRA)

Dated: 13.08.2013 DIRECTOR DIRECTOR

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Mar 31, 2012

The Directors present the21* Annual Report along with Audited Accounts of the Company for the year ended March31,2012.

FINANCIAL RESULTS

The Company incurred a net loss of Rs.86.81 Lacs during the year under review.

DIVIDEND

In the absence of profits during the year, your Directors express their inability to recommend any dividend.

DIRECTORS .

Mr. A.K. Mehra, Director retire by rotation and being eligible, offer himself for reappointment.

AUDITORS

M/s. V. Sahai Tripathi & Co., Chartered Accountants, Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting of the Company and are recommended for reappointment. The Company has received certificate from them to the effect that their appointment, if made, would be within the limits as prescribed under Section 224(1 B) of the Companies Act, 1956.

AUDITORS'REPORT

The observations of Auditors in their report read with the relevant notes to accounts are self-explanatory and therefore do not require further explanation.

CORPORATEGOVERNANCE

A separate report on Corporate Governance is attached as a part of the Annual Report and annexed hereto as Annexure I along with the Auditors' Certificate on its compliance.

The Management Discussion and Analysis Report forms part of this report and is annexed hereto as Annexure II.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information required under Section 217(1 )(e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo are not applicable and hence not furnished for the year under review.

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your directors state:

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

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 loss of the company for that year;

(iii) that 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) that the annual accounts have been prepared on a going concern basis.

SHARE REGISTRY ACTIVITIES

In terms of SEBI Circular No.D&CC/FITTC/CIR-l 5/2002 dated 27th December 2002, your Company has transferred the work related to share registry to M/s Mas Services Limited, a Registrar and Share Transfer Agent registered with SEBI.

LISTING OF EQUITY SHARES OFTHE COMPANY

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and Madhya Pradesh Stock Exchange Limited.

The delisting of the Equity Shares of the Company is pending with Calcutta Stock Exchange Ltd.

The Annual Listing Fee upto the years 2012-2013 has been paid to Bombay Stock Exchange Limited and Madhya Pradesh Stock Exchange Ltd.. The Annual Listing Fee upto the year 1998-1999 has been paid to Calcutta Stock Exchange.

DEPOSITORY SYSTEM

The equity shares of the Company have been notified for compulsorily trading in dematerialized form by all investors. The shares of the Company are available for trading on Central Depository Services (India) Ltd. (CDSL). The Company's application for admission of its equity shares on National Securities Depository Limited (NSDL) is still pending.

As on 31 st March 2012, atotal of 32960 equity shares of the Company, which forms 0.29% of the Equity Share Capital, stand dematerialized.

FIXED DEPOSITS

There are no fixed deposits outstanding as on 31 “ March, 2012.

ACKNOWLEDGMENTS

The Directors wish to thank the Company's Bankers, the Shareholders and Business Associates for their continued and unstinted support.

For and on behalf of the Board of Directors

Place : New Delhi (SANTOSH KUMAR) (A.K. MEHRA)

Dated; 30.5.2012 DIRECTOR DIRECTOR