Coporate Governanace for 2010:

Report on Corporate Governance
(Pursuant to Clause 49 of the Listing Agreement)

Corporate Philosophy on Code of Governance
Corporate governance is the set of processes, customs, policies, laws, and institutions affecting the way a company is directed, administered or controlled. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed. The principal stakeholders are the shareholders, management, and the board of directors. Other stakeholders include employees, customers, creditors, suppliers, regulators, and the community at large.
Corporate governance is a multi-faceted subject. An important theme of corporate governance is to ensure the accountability of certain individuals in an organization through mechanisms that try to reduce or eliminate the principal-agent problem. A related but separate thread of discussions focuses on the impact of a corporate governance system in economic efficiency, with a strong emphasis on shareholders' welfare. There are yet other aspects to the corporate governance subject, such as the stakeholder view and the corporate governance models around the world.
In line with this philosophy Creative Eye Limited is committed to enhance shareholders value through level of efficiency, integrity, innovation and excellence in everything it does. The Company is committed to a level of accountability, transparency and long-term sustainability. The Company will enhance shareholders value by harmonizing the needs and interest of all its stakeholders, viz., customers, employees, lenders, governments and community at large.

The Company strongly believes that good corporate ultimately leads to growth and competitive strength and the corporate governance norms are the foundations of procedure at the Board and operational levels.

Board of Directors
The primary role of the Board of Directors is that of trusteeship to protect and enhance stakeholders value through strategic supervision at all levels. As trustee, the Board ensures that the Company has clear goal relating to stakeholders value and its growth. The Board sets strategic goals and seeks accountability for their fulfillment. The Board also provides direction and exercise appropriate control to ensure that the Company is managed in a manner that fulfills stakeholder’s aspiration and societal expectations.

Composition & Category of Board
The present strength of the board is five Directors. The Board comprises of two Executive Directors and three Non-Executive Directors. The Non-Executive Directors bring independent judgment in the Board deliberations and decisions.

Board Meetings and Attendance
The Board of Directors met 5 times during the year as against the minimum statutory requirement of 4 meetings in a year. The dates of meetings being 26.05.2009, 30.06.2009, 31.07.2009, 30.10.2009 and 25.01.2010. The maximum time gap between any two meetings was not more than 4 calendar months.

The company has obtained the requisite disclosures from the Directors in respect of their directorship in other companies. Composition and category of the Board of Directors, their attendance at the Board meetings during the year and at the last Annual General Meeting as also their directorship in other companies and membership and chairmanship on the committees of other companies are as under:

Name of Directors	Category	Attendance at		Number of other Directorships and Committee Member / Chairperson
		Board Meetings	Last AGM	Other Directorship (Excluding the alternate directorships & directorship in Pvt. Ltd. Companies)	Committee Member (Excluding the Company) $	Committee Chairperson (Excluding the Company) $
Mr. Dheeraj Kumar Chairman & Managing Director	CMD	5	Yes	2	Nil	Nil
Mrs. Zuby Kochhar Whole-time Director	ED	4	Yes	1	Nil	Nil
Wg.Cdr. Devendra * Dass Kochar (Retd) Whole-time Director	ED	3	Yes	1	Nil	Nil
Mr. M.R. Sivaraman Director	NED	5	Yes	1	Nil	NIL
Mr. Shiv S. Sharma Director	NED	4	Yes	1	Nil	Nil
Mr. T.K. Choudhary Director	NED	4	Yes	Nil	Nil	Nil

Category:    CMD    :    Chairman and Managing Director
       ED    :    Executive Director
          NED    :    Non-Executive Director

*Wg.Cdr. Devendra Dass Kochar (Retd) resigned as Executive Director w.e.f 30th September, 2009

$As required by the existing Clause 49 of the Listing Agreements entered into with the BSE & NSE, only Membership/ Chairmanship of the Audit Committee and Investors Grievance Committee of public companies have been considered.

Brief profile of the Directors who are proposed to be re-appointed at the ensuing Annual General Meeting is given in the annexure to the notice convening the 24th Annual General Meeting of the Company.

Audit Committee
Composition of the Audit Committee and the attendance of each member of the committee is given below:

Name	Designation	Category	Committee meetings
			Held	Attended
Mr. Shiv S. Sharma	Chairman	Independent Non-Executive	5	4
Mr. M. R. Sivaraman	Member	Independent Non-Executive	5	5
Mr. T. K. Choudhary	Member	Independent Non-Executive	5	4

The Statutory Auditors, Internal Auditors, Chief Operating Officer of the company have attended all the meetings of the committee. The Company Secretary was the Secretary of the Audit Committee.

The Chairman of the Audit Committee was present at the 23rd Annual General Meeting of the Company held on 22nd September 2009.

The powers and role of the Audit Committee are as per Guidelines set out in Clause 49 of the Listing Agreement with the BSE & NSE and the Section 292A of the Companies Act, 1956. The salient features of powers and role of the Audit Committee are:

=>    To Review the results, announcements and the report and account / review at the end of a quarter, half-year and full year before submission to the board, focusing particularly on
i.   Any changes in accounting policies and practices
ii.   Major judgmental area
iii.    Significant adjustment arising out of the audit
iv.   The going concern assumption
v.    Compliance with accepted accounting standard
vi.   Compliance with stock exchanges and legal requirement
=>   To consider the appointment of the Statutory Auditors, the audit fees and any other matter of resignation or dismissal.
=> To review the statutory auditors audit report and presentations and managements response.
=> Reviewing with the management, external and internal auditors, the adequacy of internal control systems.
=>    Reviewing the company financial and risk management policies.

Remuneration Committee
Composition of the Committee
The Remuneration Committee comprises of three Independent Non-Executive Directors viz Mr. M. R. Sivaraman, Mr. Shiv S. Sharma and Mr. T. K. Choudhary. The Chairman of the Committee is Mr. M. R. Sivaraman

The Company Secretary of the Company acts as the Secretary of the Committee.

During the year under review, as there was no agenda for the remuneration committee hence no meeting was held of the Committee.

Terms of Reference
The Broad Terms of Reference of the Remuneration Committee include:
=>    approving compensation packages of Managing Director and Whole-time Directors;
=>    reviewing and approving the performance based compensation packages of senior managerial personnel.

Remuneration policy and details of remuneration paid
The remuneration of the Directors is decided by the Board of Directors as per the remuneration policy of the Company within the ceiling approved by the shareholders.

The Non-Executive Directors are paid sitting fees for meetings of Directors and Committees of Directors. The same is decided broadly on the basis of meetings attended by the Non-Executive Directors and their respective contribution to the Company. Apart from receiving the sittings fees, there is no pecuniary transaction by the Company with the Non-Executive Directors.

Details of the remuneration to the Directors for the year ended 31st March, 2010:

Name	Designation	Remuneration for 2009-10 (in Rs.)				No. of shares held
		Salary	Sitting fees	Employer contribution to provident fund	Total
Mr. Dheeraj Kumar	Chairman & Managing Director	34,09,250	Nil	1,88,820	35,98,070	3879913
Mrs. Zuby Kochhar	Whole-time Director	17,03,000	Nil	94,320	17,97,320	7140150
Wg.Cdr. Devendra Dass Kochar *	Whole-time Director	6,00,000	Nil	36,000	6,36,000	217375
Mr. M.R. Sivaraman	Director	Nil	35,000	Nil	35,000	Nil
Mr. Shiv S. Sharma	Director	Nil	28,000	Nil	28,000	Nil
Mr. T.K. Choudhary	Director	Nil	28,000	Nil	28,000	Nil

The Company does not have any scheme for grant of stock options.
*Wg.Cdr. Devendra Dass Kochar (Retd) resigned w.e.f 30th September, 2009

Shareholders’/Investors’ Grievance Committee
Composition of the committee
The Status of investor grievances are monitored by the Committee periodically and the reports of the Committee are made available to the Board. During the year, the committee met four times on 26th May 2009, 30th June 2009, 31st July, 2009 and 30th October, 2009.The Shareholders’/Investors’ Grievance Committee comprises of the following directors:

Name	Designation	Category
Mr. M. R. Sivaraman	Chairman	Non Executive Independent Director
Mr. Shiv S. Sharma	Member	Non Executive Independent Director

The Company Secretary is the Compliance Officer of the Company for matters relating to Shareholders, Stock Exchanges, the Securities and Exchange Board of India (SEBI) and other related regulatory authorities.

Brief description of Terms of Reference
The functioning of the Committee included the following:
1 To approve/reject the transfer/transmission/rematerialisation of equity shares;
2   to issue duplicate certificates;
3   to overseas performance of the Registrar and Share Transfer Agents;
4   to look into the Investors’ complaints, if any, and to redress the same expeditiously.

During the year under review, all requests/ complaints were attended promptly and resolved to the satisfaction of the shareholders.

No request for transfer and no request for dematerialization were pending for approval as on 31st March 2010.

1.   General Body Meetings
Location and time of last three Annual General Meetings:

Year

Location

Date

Time

Special Resolutions

Postal Ballot

2006-2007

2007-2008

2008-2009

Juhu Jagriti Hall, Near Mithibai College, Bhaktivedanta Swami Marg, Juhu Scheme, Vile Parle (W), Mumbai 400056

GMS Community Centre Hall, Sitladevi Complex, 1^st Floor, D. N. Nagar, Opp. Indian Oil Nagar, Link Road, Andheri (W), Mumbai 400053

21.09.2007

23.09.2008

22.09.2009

10.30 a.m.

Nil

N. A.

None of the resolutions proposed to be passed at the ensuing 24th Annual General Meeting requires to be put through postal ballot.

2.    Disclosures
     Related parties transactions
There were no materially significant related party transactions that may have potential conflict with the interest of Company at large. The transactions with the related parties are disclosed in Note No. 10 in Schedule “M” part II ‘Notes to the Accounts’ annexed to the financial statements of the year.
     Compliances by the Company
During the last three years there has been no instance of non-compliance by the Company on any matter related to capital market. There were no strictures or penalties imposed either by SEBI or by the Stock Exchanges or any statutory authority for non-compliance of any matter related to the capital market.
     Whistleblower policy
Although there is no formal whistleblower policy the Company takes cognizance of complaints made and suggestions given by the employees and others. Even anonymous complaints are looked into and whenever necessary, suitable corrective steps are taken. No employee of the Company has been denied access to the Audit Committee of the Company’s Board of Directors.
     Code of conduct
The Company has formulated and implemented a Code of Conduct for the Board of Directors and Management of the Company. Annual affirmation of compliance with the Code have been made by the Directors and Senior Management of the Company. The Code has also been posted on the Company’s website. The necessary declaration by the Chief Executive Officer of the Company regarding compliance of the above mentioned Code by Directors and the Senior Management forms part of the Corporate Governance Report.

3.    Means of Communication:

4. General Shareholder Information
24th Annual General Meeting

a.	Day, Date and Time	_____ September 2010 at _ A.M.
b.	Venue
c.	Book Closure Dates	__ September 2010 to ___ September 2010 (both days inclusive)
d.	Financial Calendar Annual General Meeting Board Meetings: - Results for the quarter ending June 30, 2010 - Results for the quarter ending September 30, 2010 - Results for the quarter ending December 31, 2010 - Results for the quarter ending March 31, 2011	2010-2011 (Tentative) September 2011 By the Mid of August 2010 By the Mid of November 2010 By the Mid of February 2011 By the end of May 2011
e.	Listing of Equity Shares on Stock Exchanges	The Stock Exchange, Mumbai National Stock Exchange of India Limited
f.	Stock Code (i) Trading Symbol at --- The Stock Exchange, Mumbai Scrip Code Scrip ID --- National Stock Exchange of India Limited Scrip Symbol (ii) Depository for Equity Shares (iii) Demat ISIN Number in NSDL & CDSL	532392 CREATIVE CREATIVEYE NSDL and CDSL INE230B01021

(Note: Annual listing fees for the year 2010-2011 have been paid to all the above Stock Exchanges)

g) Stock Market Data:

Month

Bombay Stock Exchange

(BSE) In (Rs.)

National Stock Exchange (NSE) In (Rs.)

Month’s High Price

Month’s Low Price

Month’s High Price

Month’s Low Price

April, 2009

May, 2009

June, 2009

July, 2009

August, 2009

September, 2009

October, 2009

November, 2009

December, 2009

January, 2010

February, 2010

March, 2010

6.70

8.60

9.74

6.78

6.50

7.84

7.69

8.89

8.90

9.50

8.90

10.39

3.41

5.16

5.98

5.28

5.56

6.04

5.50

5.30

7.00

6.72

7.10

6.80

6.95

8.70

9.85

6.85

6.60

8.00

7.45

8.75

8.90

9.30

9.20

10.45

3.25

5.15

5.90

5.35

5.50

5.90

5.50

5.20

7.00

6.70

7.10

6.75

h) Registrar and Transfer Agents: M/s. Karvy Computershare Pvt. Ltd.

Karvy House, 46, Avenue 4, Street No.1,
Banjara Hills, Hyderabad 500034.
Phone No. 040-23312454

i) Share Transfer System
Shares sent for the physical transfer are registered and returned within one month from the date of receipt, if the documents are clear in all respects. The Share Transfer Committee meets as often as required. There were no share transfers in physical form during 2009-2010 and no share transfer pending as on 31st March 2010.

j) Dematerialisation of equity shares

The Company’s shares are traded in dematerialised form only. To facilitate trading in dematerialised form there are two depositories, i.e., National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). The Company has entered into an agreement with both these depositories. The shareholders can open account with any of the depository participants registered with any of these depositories. As on 31st March 2010 around 98.20% comprising 1,96,97,673 equity shares were in the dematerialised form.

k) Distribution of Shareholdings as on 31st March, 2010:

Shareholding of Nominal value of	Shareholders		Share Amount
Shareholding of Nominal value of	Numbers	% to Total Nos.	In (Rs.)	% of Total Amt.
1 - 5000	7300	85.80	11547690	11.51
5001 - 10000	548	6.44	4449235	4.44
10001 - 20000	293	3.44	4256570	4.24
20001 - 30000	151	1.77	3830010	3.82
30001 - 40000	56	0.66	1980070	1.97
40001 - 50000	47	0.55	2235925	2.23
50001 - 100000	57	0.67	3906785	3.90
100001 and Above	57	0.67	68084965	67.89
Total	8509	100.00	100291250	100.00

l) Shareholding Pattern as on 31st March, 2010:

Category of Shareholders

Holding %

Promoters / Directors/Relatives – Indian

International Investors (FIIs/NRIs/OCBs)

Bodies Corporates

Resident Indians

Others

57.64

0.65

7.08

33.87

0.76

Total

100.00

m)   Address for Investors Correspondence:  Karvy Computershare Pvt. Ltd
(For transfer/dematerialisation of Shares    (Unit Creative Eye Ltd.)
and any other query)                Karvy House, 46, Avenue 4,
Street No.1, Banjara Hills,
Hyderabad 500 034
Email Id for investors correspondence:     ingrredcel@yahoo.com

On behalf of the Board of Directors of
Creative Eye Limited

sd/-
Mumbai                                                            Dheeraj Kumar
24th May, 2010                                                   Chairman & Managing Director