Coporate Governanace for 2012:

(Pursuant to Clause 49 of the Listing Agreement)
Corporate Philosophy on Code of Governance:
Responsible corporate conduct is integral to the way we do our business. Our actions are governed by our values and principles, which are emphasized at all levels within the Company. 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 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 Governance 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 Chairman & Managing Director of the Company is Executive & Promoter Director. The Board consists of total Five (5) Directors out of which Two (2) are Executive Directors and Three (3) are Independent & Non Executive Directors.
Details as on date, of the composition of the Board, category of the Directors and their attendance at the Board meetings and the last Annual General Meeting, their Directorship in other companies and Membership and Chairmanship on the committees of other companies are as under:

Name of Directors	Category	Attendance Particulars		Number of other Directorships and Committee Member / Chairpersonships
		Board Meetings	Last AGM	Other Directorship (Excluding the alternate directorships & directorship in Pvt. Ltd. Companies)	Committee Memberships (Excluding the Company)	Committee Chairpersonships (Excluding the Company)
Mr. Dheeraj Kumar Chairman & Managing Director	CMD	4	Yes	1	Nil	Nil
Mrs. Zuby Kochhar Whole-time Director	E.D	3	No	1	Nil	Nil
Mr. M.R. Sivaraman Director	I.N.E.D	3	Yes	1	Nil	Nil
Mr. Shiv S. Sharma Director	I.N.E.D	4	Yes	1	Nil	Nil
Mr. T.K. Choudhary Director	I.N.E.D	3	Yes	0	Nil	Nil

   

Chairman & Managing Director, E.D - Executive Director, I.N.E.D – Independent  Non-Executive Director.

The Board meetings are scheduled well in time and Board members are given notice well in advance before the meeting date. The Board members are provided with well structured and comprehensive agenda papers. All major agenda items are backed by in-depth background information and analysis, wherever possible, to enable the Board to take appropriate and informed decisions.
During the year Four (4) Board Meetings were held on 25th May, 2011, 11th August, 2011, 12th November, 2011 and 31st January, 2012.
Audit Committee The Board of Directors constituted an Audit Committee. The Audit Committee of the Company comprises of Independent Non-Executive Directors only. All the members of the Committee have the relevant experience in financial matters.

The Audit Committee of the Company is entrusted with the responsibility to supervise the Company’s internal Control and Financial Reporting process. The composition of the Audit Committee and the attendance of each member of the committee is given below: 

     

Name of the Members	Designation	Category #	Committee Meetings
			Held	Attended
Mr. T. K. Choudhary	Chairman	I.N.E.D	4	3
Mr. M. R. Sivaraman	Member	I.N.E.D	4	3
Mr. Shiv S. Sharma	Member	I.N.E.D	4	4

 # I.N.E.D – Independent Non-Executive Director
The Managing Director, Mr. Dheeraj Kumar is a permanent invitee to the meetings of the Audit Committee. The Company Secretary acts as Secretary of the Audit Committee. The meetings of the Audit Committee were also attended by the Statutory Auditors,Internal
Auditors and Chief Financial Officer of the Company to provide information and answer the queries raised by the Committee  members.

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 Section 292A of the Companies Act, 1956. The salient features of powers and role of the Audit Committee are:
The Audit Committee is vested with the necessary powers as follows:
l.To investigate any activity of the Company;
lI.To seek and obtain any information and explanation;
lII.To achieve its objectives.
The terms of reference of Audit Committee are briefly described as follows:
l.Meeting once in every quarter to review performance of the Company along with the financial results of the Company.
lI.Reviews with the management, statutory auditors and internal audit system, the adequacy and the compliances of internal control systems.
lII.Reviewing the Company’s financial and risk management policies.
IV.The Chairman of the Audit Committee was present at the 25th Annual General Meeting of the Company held on 26th September, 2011.

Remuneration Committee:

Board of Directors has constituted Remuneration Committee. The Committee is empowered to approve remuneration of Directors of the Company and to ensure compliance of the Companies Act, 1956, Listing Agreement, etc. In this regard, One Meeting of the members of Remuneration Committee was held on 25th May, 2011 and all  Members of the committee attended the meeting. The present composition of Remuneration Committee is given below:

 

Name	Designation	Category #
Mr. M. R. Sivaraman	Chairman	I.N.E.D
Mr. Shiv S. Sharma	Member	I.N.E.D
Mr. T. K. Choudhary	Member	I.N.E.D

# I.N.E.D – Independent Non-Executive Director.
The Company Secretary of the Company acts as the Secretary of the Committee.

Remuneration policy and details of remuneration paid:

The remuneration structure comprises of sitting fees to Non-Executive Directors and Salary & Perquisites paid to Executive Directors within the limit approved by the Members.

The Non-Executive Directors are paid sitting fees. 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 sitting 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, 2012:

         

Name	Designation	Remuneration for 2011-12 (in Rs.)				No. of shares held
		Salary	Sitting fees	Employer contribution to provident fund	Total
Mr. Dheeraj Kumar	Chairman & Managing Director	3409250	Nil	188820	3598070	3901290
Mrs. Zuby Kochhar	Whole-time Director	1703000	Nil	94320	1797320	7140150
Mr. M.R. Sivaraman	Director	Nil	21000	Nil	21000	Nil
Mr. Shiv S. Sharma	Director	Nil	28000	Nil	28000	Nil
Mr. T. K. Choudhary	Director	Nil	21000	Nil	21000	Nil

The Company does not have any scheme for grant of stock options.

Share Transfer & Investors’ Grievances Committee:
During the year Three (3) Share Transfer & Investors’ Grievances Committee meetings were held namely on 25.05.2011, 11.08.2011 & 31.01.2012 respectively. There is no transfer of shares in physical form. The present composition of the Share Transfer & Investors’ Grievances Committee is as follows:

Name	Designation	Category #	Committee Meetings
			Held	Attended
Mr. M. R. Sivaraman	Chairman	I.N.E.D	3	3
Mr. Shiv S. Sharma	Member	I.N.E.D	3	3

# I.N.E.D – Independent Non-Executive Director
The Company Secretary of the Company acts as the Secretary of the Committee.
The Company Secretary,being the Compliance Officer,is entrusted with the responsibility, to look into the redressal of the  shareholders and investors complaints and report the same to Share Transfer & Investors’ Grievances Committee. All the investor complaints that are not settled by the Registrar and Transfer Agents and / or the Compliance Officer are required  to be forwarded
to this committee for final settlement.

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, 2012.

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

       

None of the resolutions proposed to be passed at the ensuing 26th Annual General Meeting requires to be put through postal ballot.
2.Disclosures
a)Related parties transactions There are no materially significant related party transactions made by the Company with its Promoters,
Directors or Management, etc. that may have potential conflict with the interest of the Company at large. Transactions with related parties are disclosed in Note No. 26 in ‘Notes to the Accounts’ in the Annual Report of the year and the same are not in conflict
with the interest of the Company.

b)Compliances by the Company
The Company has complied with all the requirements of the Listing Agreement entered into with the Stock Exchanges as well as the regulations and guidelines of SEBI. Consequently, there were no penalties /strictures imposed on the Company by the Stock Exchanges or SEBI or any statutory authority, for anynon-compliance on any matter relating to capital markets, during the last three years.

c)Whistleblower policy
Employees of the Company may report violations of laws, rules, regulations and unethical conduct of their immediate supervisor. The reports received from employees will be reviewed by the Audit Committee.The Directors and Management Personnel are obliged
to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practices.

d)Code of conduct
The Board of Directors has laid down the Code of Conduct for Board Members and Senior Management of the Company.Requisite
annual affirmations of compliance with the respective Codes have been made by the Directors and Senior Management of the Company. Copy of Code of conduct is available on Company’s website. A declaration signed by Managing Director affirming the
compliance of code of conduct by Board Members and senior management executives is also annexed separately in this
Annual Report.

3.Means of Communication  
Information like quarterly, half-yearly and yearly financial results and press releases on significant developments in the Company has been made available from time to time to the Press and has been submitted to the Stock Exchanges to enable them to put them on their web sites. The Financial Results are published in The Free Press Journal (English) and Navshakti (Marathi) newspapers. The Company has its own website and all the vital information relating to the Company is displayed on the said website. The address of the website is www.creativeeye.com.

4.General Shareholder Information:

                      

A. Annual General Meeting:      Date:      Time:      Venue:	26th Annual General Meeting 29th September, 2012 10.30 a.m. “GMS Community Centre Hall”, Sitladevi Complex, 1st Floor, D. N. Nagar, Opp. Indian Oil Nagar, Link Road, Andheri (West), Mumbai 400 053
B. Financial Calendar:	2012-2013 (Tentative)
Adoption of Quarterly Results
Ist Quarter	Within 45 days of the end of June, 2012
IInd Quarter	Within 45 days of the end of September, 2012
IIIrd Quarter	Within 45 days of the end of December, 2012
IVth Quarter	Within 60 days of the end of March, 2013
AGM for the year ending 31st March, 2013	September, 2013
C. Book Closure Dates:	22nd September, 2012 to 29th September, 2012 (both days inclusive)
D. Listing on Stock Exchanges:	Bombay Stock Exchange Limited The National Stock Exchange of India Ltd
E. Trading Symbol at Bombay Stock Exchange                                                                                  National Stock Exchange	Scrip Code – 532392 Scrip ID - CREATIVE Scrip Symbol - CREATIVEYE
F. Demat ISIN Number (NSDL & CDSL)	INE230B01021

 
Annual listing fees for the year 2012-2013 have been paid to all the Stock Exchanges where the Company’s shares are listed.

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, 2011 May, 2011 June, 2011 July, 2011 August, 2011 September, 2011 October, 2011 November, 2011 December, 2011 January, 2012 February, 2012 March, 2012	6.25 6.40 6.25 6.18 6.34 5.80 5.75 5.40 5.55 5.65 6.40 5.65	5.15 5.08 5.05 5.26 4.91 5.00 4.85 4.65 3.25 3.65 4.60 3.40	6.85 6.50 6.40 6.25 6.85 6.00 5.75 5.50 5.50 5.80 6.40 5.40	4.65 4.60 4.15 5.35 4.55 5.00 4.90 4.00 3.20 3.60 4.05 3.20

H.Registrar and Transfer Agents:

M/s. Karvy Computershare Pvt. Ltd.
(Unit: Creative Eye Limited)
Karvy House, 46, Avenue 4, Street No.1,
Banjara Hills, Hyderabad 500034
Phone No. 040-23312454

I.Share Transfer System
Share transfer is normally affected 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 2011 -12 and no share transfer pending as on 31st March, 2012.

J.Dematerialisation of equity shares
The trading in Company’s Shares is mandatory in demat form only through the two depositories NSDL and CDSL. The status of dematerialisa tion as on 31st March, 2012 was as under:

   

Particulars	No. of Shares	% to Capital
NSDL	17711400	88.30
CDSL	2211473	11.03
Total Shares under Demat Physical	19922873 135377	99.33 0.67
Total Capital	20058250	100.00

      L.Shareholding Pattern as on 31st March, 2012:

                             

Category of Shareholders	Holding %
Promoters / Directors/Relatives – Indian International Investors (FIIs/NRIs/OCBs) Bodies Corporates Resident Indians Others	57.73 0.18 6.25 35.73 0.11
Total	100.00

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

N.Any query on Annual Report:Registered Office of the Company
                                                                                                                                                

                                                                       On behalf of the Board of Directors of
                                                                                      Creative Eye Limited

                                                                                                        Sd/-
Mumbai
                                                                                         Dheeraj Kumar

30th May, 2012
                                                                                Chairman & Managing Director