Coporate Governanace for 2013:

Corporate Philosophy on Code of Governance:

The Company’s Corporate Governance policies recognize the Company’s commitment to good and efficientCorporate Governance. The Board of Directors, the Company’s highest policymaking body, is committed inits responsibility for all decisions to all constituents, including investors, employees and regulatory authorities.The Company recognizes that the shareholders are ultimately the persons who are catalyst to the economic activities and also the ultimate beneficiaries thereof.

The Company strongly believes that good corporate governance ultimately leads to growth and competitivestrength and the corporate governance norms are 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	4	No	1	Nil	Nil
Mr. M.R. Sivaraman Director	I.N.E.D	4	No	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

 
   
CMD - Chairman & Managing Director, E.D - Executive Director, I.N.E.D – Independent Non-ExecutiveDirector Of all exercises walking is the best.

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 30.05.2012, 11.08.2012, 09.11.2012 and 14.02.2013.

Audit Committee:
The Board of the Company has constituted an Audit Committee comprising of three Independent,Non-Executive Directors viz. Mr. T. K. Choudhary, Chairman, Mr. M. R. Sivaraman and Mr. Shiv S. Sharma.The role and terms of reference stipulated by the Board of the Audit Committee covers area mentioned underclause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, other terms as may bereferred by the Board of Directors.
There were four meetings of the Audit Committee during the year viz. on 30.05.2012, 11.08.2012, 09.11.2012 and 14.02.2013.
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 Chairman of the Audit Committee was present at the 26th Annual General Meeting of the Company held on 29th September, 2012.

Remuneration Committee:
The Remuneration Committee consists of three Independent, Non-Executive Directors viz. Mr. M. R.Sivaraman, Chairman, Mr. Shiv S. Sharma and Mr. T. K. Choudhary.
The Remuneration Committee has been constituted to recommend/review the remuneration of the Managing Director and the Executive Director. No meetings of the Committee were held during the year.

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.
Details of the remuneration to the Directors for the year ended 31st March, 2013:

Name	Designation	Remuneration for 2012-13 (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	28000	Nil	28000	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.A lie has speed, but truth has endurance.

Share Transfer & Investors’ Grievances Committee:
The Committee comprises of two Independent, Non-Executive Directors viz. Mr. M. R. Sivaraman, Chairman and Mr. Shiv S. Sharma.
The Share Transfer & Investors’ Grievances Committee has been constituted to approve/ reject the transfer/ transmission/rematerialisation of equity shares, issue of duplicate certificates, to supervise all the operations of the Registrar and Share Transfer Agents and to look into the Investors’ complaints, if any, and to redress the same expeditiously.

There were four meetings of the Committee during the year viz. on 30.05.2012, 11.08.2012, 09.11.2012 and 14.02.2013.

The Company Secretary is the Compliance Officer of the Company for matters relating to Shareholders,Stock Exchanges, SEBI and other related regulatory authorities.

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,2013.

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

 

None of the resolutions proposed to be passed at the ensuing 27th Annual General Meeting requires to be put through postal ballot.

2. Disclosures
a) Related parties transactions
None of the transactions with any of the related parties were in conflict with the interest of the Company. Transactions with related parties are disclosed in Note No. 26 in ‘Notes to the Accounts’ annexed to the financial statements of the year.

b) Compliances by the Company
There has been no instance of non-compliance by the Company on any matters related to the capital markets during the last three years and hence no penalties / strictures have been imposed on the Company by the Stock Exchanges or SEBI or any statutory authorities relating to the above.

c) 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.

d) 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 has 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
1. The quarterly, half-yearly and yearly results are regularly submitted to the Stock Exchanges in accordance with the Listing Agreement and the same are published in The Free Press Journal, National Newspaper (English) and Navshakti, Regional Newspaper (Marathi).
2. The financial results and official news/releases are available on the Company’s website
www.creativeeye.com.
3. Official news/ press release are sent to the Stock Exchanges, where the equity shares of the Company are listed.
4. The Management Discussion and Analysis Report forms part of the Annual Report and is mailed to the shareholders of the Company. There were no presentations made to the institutional investors or analysts separately.

4. General Shareholder Information

       

A. Annual General Meeting:      Date:      Time:      Venue:	27th Annual General Meeting 30th September, 2013 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:	2013-2014 (Tentative)
Adoption of Quarterly Results
Ist Quarter	Within 45 days of the end of June, 2013
IInd Quarter	Within 45 days of the end of September, 2013
IIIrd Quarter	Within 45 days of the end of December, 2013
IVth Quarter	Within 60 days of the end of March, 2014
AGM for the year ending 31st March, 2014	September, 2014
C. Book Closure Dates:	23rd September, 2013 to 30th September, 2013 (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 Symbol - CREATIVEYE
F. Demat ISIN Number (NSDL & CDSL)	INE230B01021

 Annual listing fees for the year 2013-2014 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, 2012 May, 2012 June, 2012 July, 2012 August, 2012 September, 2012 October, 2012 November, 2012 December, 2012 January, 2013 February, 2013 March, 2013	5.25 4.70 4.90 4.59 5.88 5.35 6.17 5.89 6.53 6.25 5.50 4.99	4.04 3.90 3.91 3.40 3.62 4.51 4.82 5.00 5.12 4.70 4.00 3.00	5.25 4.60 4.90 4.40 6.10 5.55 6.25 5.90 6.55 6.15 5.40 5.30	3.60 3.35 3.60 3.10 3.25 4.50 4.75 4.90 4.90 4.35 3.80 2.55

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
The Company has entrusted the administrative work of share transfers, transmissions, issuance of duplicate certificates and all tasks related to shareholdings to M/s. Karvy Computershare Pvt. Ltd., the Registrars and Share Transfer Agents.

J.     Dematerialisation of equity shares
As on 31st March, 2013, 19,922,873 shares were dematerialized. The percentage of total Capital was 99.33%.

K.     Distribution of Shareholdings as on 31st March, 2013:

Shareholding of Nominal value of	Shareholders		Share Amount
	Numbers	% to Total Nos.	In (Rs.)	% of Total Amount
1 – 5000	6958	85.88	10933775.00	10.90
5001 – 10000	528	6.52	4327910.00	4.32
10001 – 20000	280	3.46	4115410.00	4.10
20001 – 30000	122	1.51	3005000.00	3.00
30001 – 40000	53	0.65	1885800.00	1.88
40001 – 50000	41	0.51	1936465.00	1.93
50001 – 100000	63	0.78	4428490.00	4.42
100001 and Above	57	0.70	69658400.00	69.46
Total	8102	100.00	100291250.00	100.00

        L.   Shareholding Pattern as on 31st March, 2013:

Category of Shareholders	Holding %
Promoters / Directors/Relatives – Indian International Investors (FIIs/NRIs/OCBs) Bodies Corporates Resident Indians Others	57.73 0.13 6.17 35.96 0.01
Total	100.00

M. Address for Investors Correspondence: M/s. 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 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
28th May, 2013
                                                                                          Chairman & Managing Director