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Directors Report of C G Impex Ltd.

Mar 31, 2008

The Directors present the THIRTEENTH Annual Report together with the Audited Statement of accounts for the Financial Year 2007-2008 ended on 31st March,2008 .

1. Financial Results:

(Rs.in Lacs) (Rs.in Lacs)

2007 2008 2006-2007

Sates and Other Income 26302.13 17515.95

Profit Before Tax 211,34 321.98

Net Profit for the year 128.08 202.05

2. Review of Operations:

Your directors are pleased to report that during the year due to favorable conditions prevailed in the Bullion Markets, the sales and other income has shown robust growth as compared to previous year, Due to increase in cost of good sold, net profit before tax declined as compared to previous year and consequently net profit after tax also declined. Your directors will strive harder to achieve better results in forthcoming year.

3. Dividend:

Due to conservative financial policy adopted by the company, your director are unable to recommend any dividend for the year under review.

4. Directorate:

Shri Pravinbhai N. Patel retires by rotation in as per Articles of Association of the company. He, however, being eligible offer himself for reappointment. Shri Ajendra Soni was appointed as Additional Director w.e.f 1.03.2008 but as he tendered resignation w.e.f 1.09.2008 . he was not eligible for confirmation as director of the company Shri Kamlesh Patel was appointed as additional independent director of the company w.e.f 18.04.2008 for which appointment is required to be confirmed and approved in respective annual general meeting.

5. Directors Responsibility Statement:

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

a. That in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures.

b. Appropriate accounting policies have been selected and applied consistent!, and made judgements and estimates that are responsible and prudent so as to give true and fair view of the state of affairs of the company as at 32s: March, 2008 and of profit or loss of the company for that year.

c. Proper and sufficient care has been taken 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.

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

6. Increase of Authorized Share Capital of the Company and Issue of Bonus Shares:

During the year under review, the company held Extra Ordinary General Meeting on 29.03.2008 to increase its authorized share capital from Rs. 6 crores to Rs.10 crores and to issue bonus shares by capitalization of Rs 25570500/- out of free reserves to the holders of the existing equity shares of the Company on such record date as may be fixed by the Board in this regard. in the proportion of 1 new equity share/s for every 2 equity shares of Rs.10/-. Your Directors always strives harder to increase the net worth of the shareholders.

7. Personnel:

industrial relations continued to remain cordial and peaceful during the year under review.

8. Listing:

The Equity Shares of the Company are listed on the Ahmedabad, and Bombay Stock Exchange. The Company has paid Listing Fees to the Stock Exchange/s upto 2007-2008. The Companys Shares are available for dematerialization on both the depositories viz: National Securities Depository Ltd.(NSDL) and Central Depository Services (India) Ltd. (CDSL)

9. Corporate Governance:

As per Clause 49 of the Listing Agreement with the Stock Exchange/s, a Management Discussion & Analysis Statement, a report on corporate governance together with Auditors Certificate regarding compliance of conditions of Corporate Governance form part of the Annual Report.

10. General:

10.1. Public Deposits:

During the year under review company has not accepted any fixed deposits from the public and therefore no information is required to be furnished in respect of outstanding deposits.

10.2 Auditors:

The present Auditors of the Company M/s. R.R Tibrewala & Co. , Chartered Accountants. Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for reappointment under Section 224(1B) of the Companies Act,1956.

The Notes of the Auditors to the accounts are self explanatory.

10.3 Particulars of Employees:

There is no employee drawing remuneration requiring disclosure under the Companies (Particulars of Employees) Rules. 1975.

11. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings an Outgo:

A. In view of the nature of operations, we have nothing to report on the conservation of energy, technology absorption matter.

B. The information required to be given in respect of foreign exchange earnings and outgo is provided in the notes forming part of accounts. Members are requested to refer the same.

12. Acknowledgement:

Your Directors express their sincere gratitude for the assistance and cooperation extended by Financial Institutions, Banks, Government Authorities, Shareholders, Suppliers and Customers.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at their level towards achievements of the Companys goals.

By Order of the Board ,

Place: Ahmedabad Manubhai C. Soni

Date: 02.09.2008 Chairman & Managing Director