Prakash Ceramics Ltd

Dear Shareholders,

Your Directors here by present the Twenty Second Annual Report on business andoperations of the Company together with the Audited statements of Accounts for thefinancial year ended on 31st March 2012.

REVIEW OF OPERATIONS:

During the year under review due to sluggish market condition and financial crisiscompany faces huge set back. So company not in position to generate any revenue from theoperation but due to some fixed cost company posted Net Loss of Rs. 191444/-.Themanagement has taken measures as part of its continuous improvements to strengthenoperations and viability.

DIVIDEND:

Your Directors have not declared any dividend during the year under review due to lossincurred.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions ofSection 58A of the Companies Act, 1956.

DIRECTORS:

Mr. Anand Pardesi Director of the Company is retires by rotation at the ensuing AnnualGeneral Meeting and being eligible, offer himself for reappointment.

AUDITORS AND AUDITORS’ REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of theCompany, hold office until the conclusion of the ensuing Annual General Meeting and areeligible for reappointment. The observations made by the Auditors’ in theirAuditors’ Report and the Notes on Accounts referred to in the Auditors’ Reportare self-explanatory and do not call for any further comments.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the Section 383A of the Companies Act, 1956 and Companies(Appointment and Qualifications of Secretary) Amendment Rules, 2009, the Company hasobtained a certificate from a secretary in whole-time practice confirming that the Companyhas complied with the provisions of the Companies Act, 1956 and a copy of such certificateis annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholdersand it includes discussion on matters as required under the provisions of Clause 49 of thelisting agreement forming part of this report is annexed herewith. The Audit Committee ofthe Company has regularly reviewed internal Control System of the company.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreementon Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the StockExchanges, Report on Corporate Governance along with the Auditors’ Certificate on itscompliance is annexed separately to this Annual Report.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the CompaniesAct, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, isnot required to be given as there were no employees coming within the purview of thissection.

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

The details of conservation of energy, technology absorption etc. as required to begiven under Section 217(1) (e) of the Companies Act 1956, are not applicable to ourCompany, as our Company in not engage in manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the yearwas Rs. Nil.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, theDirectors of your Company confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

iv) Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks, Government Authorities, Customers, and Shareholdersduring the year. Your directors also wish to take on record their deep sense ofappreciation for the committed services of the employees at all levels, which has made ourCompany successful in the business.