To the Members,

The Board of Directors hereby submits the 34th Annual report of your Company (‘the Company’ or ‘Creative’), along with the audited financial statement, for the financial year ended on March 31, 2019 (‘Year’ or ‘Financial Year’).

FINANCIAL RESULTS:

(As per Indian Accounting Standards)_ (Amount in Rs.)

COMPANY’S PERFORMANCE & AFFAIRS:

Your Company is manufacturing investment casting products and it has also revenue from wind-mill turbine. Presently, your Company has installed Two wind-mills for leveraging benefits of captive consumption so as to reduce cost of electricity and promote sustainable energy.

Performance highlights of the Company:

- Operational revenue of the Company is reduced by 10.08 percent as compared to previous financial year;

- Similarly, aggregate expenditure of the Company also reduced by 11.85 percent compared to previous year figures;

- PBT of the Company reported upward rise of 7.60 percent as compared to previous year which indicates improvement in the Financial Condition of the Company.

- PAT considerably increased by12.33 percent as against the previous financial year.

During the FY 2018-19, your Company has performed well against the overall industrial performance. The Company has taken all remedial measures for cost reduction, taken steps to increase better sales realization and has taken all steps to improve its sales which will be in the benefit of the company and all stakeholders.

No Material changes and commitments have occurred after the close of the financial year till the date of this report, which affects the financial position of the Company.

DIVIDEND:

The Board of Directors of your company is pleased to recommend a final dividend for the financial year 2018-19 of Rs. 10 per equity share of the face value of Rs. 10 each (i.e. @ 100%), payable to those Shareholders whose names appear in the Register of Members as on the Book Closure / Record Date which is subject to approval of members as at 34^th Annual General Meeting.

The recommended Dividend, if declared at 34^th AGM of the Company, an amount of Rs. 26,72,189 would be paid as dividend distribution tax on the dividend.

TRANSFER TO RESERVE:

The Board of Directors of your company, had transferred an amount of Rs. 40,00,000 to the General Reserves during the financial year.

SHARE CAPITAL:

There were no changes carried out in the capital structure of the company during the year under review.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

The Board of Directors of the company hereby states that there is no outstanding amount to be transferred to Investor Education and Protection Fund during the year under review.

MEETINGS OF THE BOARD:

Regular meetings of the Board are held to review performance of the Company, to discuss and decide on various business strategies, policies and other issues. During the financial year ended 31st March, 2019, 5 (five) meetings of the Board of Directors were convened and held on May 30, 2018, August 13, 2018, October 05, 2018, November 13, 2018 and January 01, 2019 wherein following Directors were present:

“P” denotes “Present” and “A” denotes “Absent with Leave” and “NA” denotes “Not Applicable”.

DIRECTOR’S & KEY MANAGERIAL PERSONNEL (KMP):

(i) Appointment:

Mrs. Ruta Gardi, Shri Bhavesh Sureja, Shri Ketan Panchamiya and, Shri Ramniklal Tilva were appointed as Additional Directors of the Company, in the meeting of Board of Directors held on August 13, 2018, in the capacity of Independent/non-executive Directors and they were entitled to hold the office upto the 33^rd Annual General Meeting. The Company had received notice under Section 160 of the Companies Act, 2013 from a member proposing their candidature for the office of Director of the Company. Your Board had recommended their appointment in the last Annual General Meeting held on September 24, 2018, and members consented the appointment of forenamed persons as Independent Directors of the Company.

(ii) Continuation of Appointment:

Pursuant to the Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), effective from April 1, 2019, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five (75) years unless a special resolution is passed to that effect and the explanatory statement annexed to the notice proposing such appointment or continuation specifies the justification for such appointment or continuation, as the case may be. Shri Vallabhbhai R. Vaishnav have already attained the age of seventy-five (75) years whereas Shri Parsotambhai M. Nadpara will attain the age of seventy-five (75) in November 19, 2019. During the last financial year, the Company need not required to comply with the provisions of Chapter IV of Listing Regulations so far as the norms relating to corporate governance are concerned, however, now the Company needs to comply with these norms including amended Regulation 17(1A) of Listing Regulations within the period of 6 months from the end of the financial year as at March 31, 2019. Thus, pursuant to Regulation 17(1A) of the Listing Regulations, the Special Resolutions for continuation of their directorships from the date of attainment of age of seventy-five years is proposed before the shareholders of the Company to seek approval to the same.

(iii) Cessations:

During the financial year under review, Mr. D. L. Dand resigned with effect from June 04, 2018 and Mrs. M. P. Khunt, and Mr. N. R. Thanki had tendered their resignation as an Independent Directors of the Company due to their preoccupancy with effect from August 13, 2018 and the Board has taken note of the same.

(iv) Retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Shri D. H. Dand, Shri H. N. Vadgama and Shri N. C. Vadgama, Directors of the Company are liable to retire by rotation at the ensuing 34th Annual General Meeting and, being eligible offers themself for reappointment. Your Board has recommended to reappoint them as a Director of the Company.

(v) KMP Reappointment:

Mr. Rajan R. Bambhania continued as Managing Director of the Company since 1st June, 2007 similarly Mr. Siddharth V. Vaishnav and Mr. Vishal D. Patel, being Executive Directors of the Company since 1st July, 2011. Their respective terms of appointment expired on 31^st March, 2019, resultant, your Company was entered into Agreements with respective KMPs regarding their reappointment for subsequent term of 5 years effective from 1^st April, 2019. The foregoing Agreements were ratified and approval of the Board for their reappointment, subject to the approval of shareholders in General meeting, was granted in its meeting held on 23^rd May, 2019. Now, your Board has recommended to reappoint them as a Managing Director or Whole-time Director as the case may be.

INDEPENDENT DIRECTORS DECLARATION:

The Company has received the necessary declaration from each Independent Directors in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013. Also, the Independent Directors have complied with the Code of Independent Directors prescribed in Schedule IV of the Act.

FORMAL ANNUAL EVALUATION AND ITS CRITERIA:

Annual performance evaluation of Board, its Committees and Individual Directors were carried-out of the Financial Year, pursuant to the provisions of Section 134(3)(p) the Companies Act, 2013 and in compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

Criteria adopted for evaluation:

(i) The Board shall evaluate the roles, functions, duties of Independent Directors (ID’s) of the Company. Each ID shall be evaluated by all other directors’ not by the Director being evaluated. The board shall also review the manner in which ID’s follow guidelines of professional conduct.

(ii) Performance review of all the Non-Independent Directors of the company on the basis of the activities undertaken by them, expectation of board and level of participation.

(iii) Performance review of the Chairman of the company in terms of level of competence of chairman in steering the company.

(iv) The review and assessment of the flow of information by the company to the board and the manner in which the deliberations take place, the manner of placing the agenda and the contents therein.

(v) The review of the performance of the directors individually, its own performance as well as evaluation of working of its committees shall be carried out by the board.

(vi) On the basis of performance evaluation, it shall be determined by the Nomination and Remuneration Committee and the Board whether to extend or continue the term of appointment of ID subject to all other applicable compliances.

COMMITTEES:

The Company has constituted both the mandatory Committees i.e. Audit Committee and Nomination and Remuneration Committee pursuant to proviso of Sections 177 and 178 of the Companies Act, 2013. The Board has been reviewing the working of the Committee from time to time to bring about greater effectiveness in order to comply with the various requirements under the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

Following is the composition of both the Committees:-1. Audit Committee (Upto 13/08/2018):-

2A. Nomination and Remuneration Committee (From 13/08/2018):-

Company Secretary of the Company by default acts as a Secretary of the Committee(s).

MEETINGS OF COMMITTEE:

Audit committee of the company met Four times during the year viz. May 30, 2018; August 13, 2018; November 13, 2018 and January 23, 2019 to discuss the affairs of the company.

Nomination and Remuneration Committee met twice during the year under review viz. May 30, 2018 and August 13, 2018.

POLICY ON DIRECTORS’ APPOINTMENT AND POLICY ON REMUNERATION:

The Nomination and Remuneration Committee works with the board to determine the appropriate characteristics, skills and experience required for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner.

Pursuant to Section 134(3)(e) read with Section 178(3)& (4) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is hosted on the website of the Company i.e. http://www.creative-cast.com/downloadAnnualReports/NARP.PDF. There has been no change in the policy since last financial year.

PARTICULARS OF EMPLOYEES:

The particulars of employees are given in Annexure - “A” to this Report as required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Also, Statement containing the names of the top ten employees in terms of remuneration drawn as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of Annexure - “A”.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts of the Company for the year ended on March 31, 2019, the applicable accounting standards had been followed along with proper explanations relating to material departures for the same;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(iii) the Directors had taken proper and sufficient care 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;

(iv) the Directors had prepared the Annual Accounts on a going concern basis;

(v) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. The Company has devised proper system of internal financial control which commensurate with size and nature of Business.

PUBLIC DEPOSITS:

During the financial year 2018-19, your company has not accepted any deposits within the meaning of Section 73 to 76 of the Act, read together with Companies (Acceptance of Deposits) Rules, 2014.

LOANS, INVESTMENTS, GUARANTEES AND SECURITIES:

During the financial year, your Company has not given Loans nor provided securities and guarantees in connection with Loans. Moreover, whatsoever investment made in the company is enumerated in the Note - 5 and Note-8 to the Financial Statement which is self- explanatory.

RELATED PARTY TRANSACTIONS (RPTs):

All Contracts / Arrangements / Transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm’s length basis. During the financial year, the Company has not entered into Contracts / Arrangements / Transactions with related parties except remuneration paid to relatives of Directors and consulting fees paid to relatives of executive Director. Particulars of such related party transactions described in Form AOC-2 which is annexed herewith as Annexure - “B”. A statement showing the disclosure of transactions with related parties as required under Indian Accounting Standard (Ind AS) 24 is set out seperately in this Annual Report.

The board has approved a policy, policy for related party transactions which has been hosted on the website of the company. The web-link for the same is http://www.creative-cast.com/downloadAnnualReports/RTP FINAL.PDF. The related party transactions, wherever necessary are carried out by company as per this policy.

There were no materially significant related party transactions entered into by the company during the year, which may have potential conflict with the interest of the company at large. There were no pecuniary relationship or transactions entered into by Independent Director with the company during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The disclosure of particulars with respect to conservation of energy, a statement giving details of Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure -”C”.

RISK MANAGEMENT:

Your Company has not set-up separate risk management Committee or policy thereon, however, your Management, from time-to- time, identify, analyse, evaluate and mitigate the industrial, economical, financial, other risk that emerges in the course of business. Also, the steps required for reducing such risks is taken care of by the company.

VIGIL MECHANISM:

To ensure high level of honesty, integrity and ethical behaviour amongst its employees, the Company has established a Vigil Mechanism in compliance with the provisions of section 177(9) of the Companies Act, 2013 read with Rule-7 of Companies (Meeting of Board and its powers) Rules, 2014, for the directors and Employees to report genuine concerns and grievances. This mechanism provides adequate safeguards against victimization of employees and directors and also provides for direct access to the chairperson of Audit Committee.

During the financial year, no cases referred to the Chairperson of Audit Committee. Moreover, a policy on Vigil Mechanism is hosted on the website of the Company i.e. www.creative-cast.com as per the requirements of Section 177(10) of the Companies Act, 2013.

AUDITORS:

(i) Statutory Auditor:

M/s. B. H. Advani & Associates, Chartered Accountants, Statutory Auditors of the Company, had tendered resignation from the conclusion of the 33rd Annual General Meeting. In place of them, Board recommended the appointment of M/s. H. R. Dewani & Co., Chartered Accountants, as Statutory Auditors of the Company for the term of period of five (5) consecutive years. M/s. H. R. Dewani & Co., were appointed as statutory auditors of the company in the 33^rd Annual General Meeting held on 24^th September, 2018. They have furnished a Certificate to the effect that their appointment, if made, will be in accordance and within the limits specified in Section 139 (1) of the Companies Act, 2013.

The report of M/s. H. R. Dewani & Co., on audited financial statements and notes on financial statement as referred in their report are self-explanatory and do not call for any further comments of the Board. The Auditors’ Report does not contain any qualification, reservation or adverse remarks, if any.

(ii) Secretarial Auditor:

In terms of Section 204 of the Companies Act 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 framed thereunder, Mr. Mayur Buha, Proprietor of M. Buha & Co., Practicing Company Secretaries, Vadodara, was appointed as Secretarial Auditors of the company for the financial year 2018-19. The Secretarial Audit Report as Submitted by them in the prescribed form MR-3 is attached as Annexure - “D” and forming part of this Report.

There are few qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in his Report which call for explanation from the Board of Directors.

(iii) Cost Auditor:

Your Company does not fall under the mandatory maintenance of Cost Records and/or get records audited from Practicing Cost Accountants as per Section 148 read with Rule 4(2) of the Companies (Cost Records and Audit) Rules, 2014. Hence, your Company has not appointed any Practicing Cost Auditor.

BOARDS’ RESPONSE ON ADVERSE COMMENTS IN AUDIT REPORT:

Statutory Audit Report:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. H. R. Dewani & Co., Statutory Auditors, in their report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

Secretarial Audit Report:

(a) Your Company had filed e-forms CHG-4 on 7^th July, 2018 i.e. after Notification (effective from 5^th July, 2018) for allowing filing of satisfaction of Charge within 300 days, however, the ROC office is in view of that the same to be taken on record only after filing of applications before Regional Director for condonation of delay in satisfaction of Charge. Now, your Company, within sorter span of time, will file said applications.

(b) Non-filing of e-form MGT-15 i.e. Report on 33^rd Annual General Meeting is unintentional since your Company regularly filing outcome of AGM on the website of BSE.

(c) Your Company has system of preparing list of shareholders who did not encashed their dividend cheques/warrants, however, uploading of said list on website is just an administrative lapse.

(d) Your Board and Nomination and Remuneration Committee still searching-out suitable candidate to be appointed as Independent Director. Sooner, the vacancy will be filled-up.

(e) Delay in filing of e-form DIR-12 w.r.t. appointment of CFO was due to technical error in the e-form and for that the Company had raised the issue before the MCA but not suitable solution was provided. As and when the solution arrived, the Company will file the same.

(f) Non-filing of e-form MGT-14 is unintentional.

(g) Your Company has now adopted the practice of publishing Notice in newspapers (i.e. English & Vernacular language Newspaper), regarding Board Meeting(s) wherein quarterly financial results to be considered by the Board.

(h) The Company do not have any foreign Direct Investment, thus, no need to monitor any foreign Investment and no need to appoint designated Depository for monitoring foreign investment limits of the Company.

(i) Henceforth, your Company will send separate letters to holders of physical certificates in terms of Reg. 40 of SEBI LODR.

(j) Now onwards, your Company will ensure to make specific affirmation as and when new Director(s) appointed by the Board/Shareholders.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors of your company submits that the company has complied with all applicable Secretarial Standards and other Secretarial Standards voluntarily adopted by the company

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management’s Discussion and Analysis Report for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, form part of this Report as Annexure - “E”.

CORPORATE GOVERNANCE:

Provisions relating to the Corporate Governance as prescribed under Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to your Company. The networth of the company exceeded the prescribed limit in fourth quarter i.e. March 2019 but relaxation of six months is provided by the regulations. Therefore, a separate report on Corporate Governance is not provided in this Report.

EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) of the Act and Rule 12 (1) of the Companies (Management and Administration) Rules 2014, and other provisions as amended from time to time, an extract of Annual Return as on the Financial year ended March 31, 2019 in the Form MGT-9 as prescribed under the said rules is provided on the website of the company i.e. www.creative-cast.com.

INDUSTRIAL RELATIONS:

The Industrial Relations between the Management and Employees of the Company at all Levels continued to be extremely cordial during the entire year. Both the Management as well as Employees have good relations and work for the betterment of the value of the company.

BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report under regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 is not applicable to Company for the year under review ended 31^st March, 2019. Therefore, there is no requirement to submit a separate report by the company.

PREVENTION OF INSIDER TRADING AND CODE OF CONDUCT FOR FAIR DISCLOSURE:

The Company has adopted a code of conduct for Regulating, Monitoring and Reporting trading by Insiders in securities of the company. The code requires pre-clearance for dealing in the company’s securities and prohibits the purchase or sale of securities of the company by the directors and the Directors while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed.

The company has also adopted a Code of Practices and Procedures for Fair Disclosure and Conduct of Unpublished price Sensitive information to formulate a stated framework and policy for prompt and fair disclosure of events and occurrences that could impact price discovery in the market for securities of the company. The policy is available on website i.e. www.creative-cast.com of the Company.

INSURANCE: All moveable and fixed Assets are adequately insured.

OTHER INFORMATION:

Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(i) The Company do not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same;

(ii) The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon;

(iii) No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future;

(iv) During the financial year, your Company has neither issued any kind of Securities nor made buy-back of securities;

(v) Your directors states that during the year under review, there were no cases at the work place filed pursuant to the Sexual Harassment of Women (Prevention, Prohibition and Redressal) Act,2013.

HUMAN RESOURCES:

The high level of motivation of the employees and their identification as well as involvement with the Company is the basis for the creation of a strong team, who continuously advance the innovative brands and superior technologies with their inventive talent and pioneering spirit. The training courses are evolved to internalize the principles of sustainable development and to uphold the Company’s corporate culture based on fairness and team spirit. Employees involvement in the affairs of the company helps build up a brand value and to achieve the good position.

CERTIFICATES:

The Company possessed the following certificates.

(1) ISO 9001:2008, (2) ISO 14001, (3) BS OHSAS 18001, (4) PED 97/23/EC & AD2000 MERKBLATT W0 Certified (5) IBR Awarded ‘Well Known Foundry’

APPRECIATION:

Your Directors are grateful for the support and co-operation given by the Shareholders, Government Authorities, Company’s Bankers, Insurance Company, Employees, Customer’s & Suppliers during the year under review.

For and on behalf of Board

Sd/-

Dhirubhai H. Dand

Chairman

DIN: 00416724

Dolatpara, 23^rd May, 2019