డైరెక్టర్ల నివేదిక Credence Sound & Vision Ltd.

The directors submit here below their Report for the year ended 31.03.2009.

FINANCIAL RESULTS:-

(Figures in Rs.)

Current year Previous Year 31.03.2009 31.03.2008

GROSS INCOME 2713375 4494309

PROFIT/LOSS BEFORE DEP. & TAX 2000175 3417148

LESS: DEPRECIATION 667867 667867

PROFIT/LOSS BEFORE TAX 1332308 2749281

LESS: TAX 0.00 0.00

PROFIT/LOSS AFTER TAXATION 1332308 2749281

APPROPRIATION NIL NIL

PROPOSED DIVIDEND NIL NIL

TRANSFER TO GENERAL RESERVE NIL NIL

ADD: BALANCE BROUGHT (30306642) (33055923) FORWARD

BALANCE CARRIED TO B/SHEET (28974334) (30306642)

OPERATIONS

Though the company has owned its video postproduction studio, the same could not be run profitably because of technology obsolescence. The company is taking effective steps to upgrade its technology to compete in the market.

DIVIDEND

During the year, the company has not dividend.

PUBIC DEPOSITS

The company has not accepted any deposits under the provisions of section 58A of the companies Act, 1956 and the rules made there under and therefore, the question of unclaimed deposits is not applicable.

RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the companies Act, 1956, your Directors state that -

- In the preparation of the annual accounts, the applicable accounting standards have been followed;

- that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2009 and of the profit of the company for that year;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

DIRECTORS

MR.SHIVRAM MEENA and MR. JIMMY PANDYA retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

AUDITOR

M/S P. R. AGARWAL & AWASTHI, Chartered Accountants, Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

CORPORATE GOVERNANCE

A report on Corporate Governance along with compliance certificate from the Auditors thereon and Management Discussion and Analysis Report are annexed hereto.

INFORMATION UNDER SECTION 217 OF THE COMPANIES ACT 1956

Particulars with regard to Conservation of energy, Technology Absorption, Foreign Exchange Earnings and out go in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956 (Disclosure of particulars in the report of Board of Directors) Rules 1988 are not applicable.

EMPLOYEES

The company has no employees covered by and in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of Employees) Rule, 1975 as amended and hence the particulars of the same are not applicable.

LISTING OF EQUITY SHARES

The companys Equity shares are listed on the Stock Exchanges Mumbai, Delhi, Calcutta, and Ahmedabad. The company is taking requisite steps for revocation of the suspension of trading by BSE.

AUDITORS REPORT

Auditors remarks have been suitably dealt with in the notes on accounts and hence need no further explanation.

ACKNOWLEDGEMENTS

Yours Directors wish to place on record their appreciation for the valuable support received from shareholders, Suppliers and Clients. The Board also thanks the employees at all levels for their commitment and contribution.

FOR AND ON BEHALF OF THE BOARD

Sd/- CHAIRMAN

Place: Mumbai Date: 30/06/2009