Directors Report of Devhari Exports (India) Ltd.

Mar 31, 2018

DIRECTOR’S REPORT

To,

The Members of Company

The Directors are pleased to present the 24^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

Financial Highlights

The financial performance of your Company for the year ended March 31, 2018 is summarized below:

(in Rs, Lakhs)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from Operation	56.59	1405.02	34420.35	41958.66
Other Income	79.38	35.70	97.61	92.39
Total Revenue	135.97	1440.72	34517.97	42051.04
Less: Total Expenses	134.41	1440.39	34340.95	41992.27
Profit Before Depreciation and Taxes	1.64	0.48	179.26	60.46
Less: Depreciation	0.08	0.15	1.12	0.84
Profit Before Tax	1.56	0.33	178.14	59.61
Less: Current Tax	0.14	0.12	55.30	20.12
Deferred Tax	0.00	0.00	(0.25)	0.05
Net Profit for the year	1.42	0.21	123.08	39.44

Overview of Company’s financial performance

Stand Alone Picture: Net Revenue of the Company during the year under review reported by company is Rs. 135.97 Lakh as compare to the previous year’s Rs. 1440.72 Lakh due to adverse market condition. The Company has earned Profit before Depreciation and taxes of Rs. 1.64 Lakh during the year under review as compared to profit of Rs. 0.48 Lakh during 2016-17.

Consolidated Picture: Net Revenue of the Company during the year under review reported by company is Rs. 34517.97 Lakh as compare to the previous year’s Rs. 42051.04 Lakh due to adverse market condition. The Company has earned Profit before Depreciation and taxes of Rs. 179.26 Lakh during the year under review as compared to profit of Rs. 60.46 Lakh during 2016-17.

Capital Structure

The Authorized Share Capital of the Company is Rs 7,50,00,000/- (Rupees Seven Crore Fifty lakhs only) divided into 75000000 (Seven crore Fifty lakhs) Equity shares of Rs 1/- each.

During the Financial year, the paid-up share capital of the Company is Rs. 7,42,83,377/- (Rupees Seven crore forty-two lakhs eighty-three thousand three hundred and seventy-seven only) divided into 74283377 (Seven crore forty-two lakhs eighty-three thousand three hundred and seventy-seven) equity shares of Rs. 1/- each.

Dividend

As per observation of the Board of Directors for strengthening the position of the company no dividend is recommended for the financial year 2017-18.

Reserves

The Company does not propose to transfer any amount to general reserve due to Inadequacy of Profit. Change in Nature of Business

There was no change in the nature of business of the Company during the Financial Year ended March 31, 2018.

Subsidiaries

During the year under review, there has been not any company except Jash Dealmark Limited which was a subsidiary of our company in previous year also and the details of the same has provide below:

1. Companies which have been subsidiaries during the financial year 2017-18: NIL

2. Companies which ceased to be subsidiaries during the financial year 2017-18: NIL

In accordance with section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company including its subsidiaries, associate and joint venture companies, which form part of the Annual Report.

Further, a statement containing salient features of the financial statement of the Company’s subsidiaries, associate and joint venture companies is annexed in Form AOC-1, which form a part of the Annual Report.

Public Deposits

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or reenactment(s) for the time being in force).

Board of Directors

As on March 31, 2018, Your Company has an optimum mix of eminent personalities on the Board of Directors with members from diverse experience and expertise, out of 5 members on its Board 5 are Non-Executive Directors. Out of 5 Board members 1 Director is Promoter Non- Executive Director, 1 Professional Non-Executive Directors and 3 Non-Executive Directors are Independent Directors.

Appointments & Reappointments of Directors

In terms of Section 152 of the Companies Act, 2013, Mr. Bhavesh D Shah, Director being the longest in the office shall retire at the ensuing Annual General Meeting and being eligible for re-appointment, offers himself for reappointment.

After Closing of FY 2017-2018 Mr. Jitendra Mansukhlal Shah, who is appointment as additional independent directors on board w.e.f. from April 30, 2018, who will regularized in upcoming annual general meeting of members of the company.

Resignation of Directors from Board After Closing of FY 2017-2018

Mr. Shailedra Khona & Ms. Zarna Solanki were resigned from the directorship of company w.e.f. 30/04/2018 and 01/04/2018 respectively.

Board Meetings

The Board met nine (7) times during the financial year ended on March 31, 2018 and as per section 173 of the Companies Act the time gap between any two Meetings has not been more than one hundred and twenty days. The dates on which the Board Meetings were held are April 29,2017, June 05, 2017, August 29, 2017 November 14, 2017, January 10,2018, February 14, 2018 and March 19, 2018.

As per the disclosure received, none of the Directors of your Company hold memberships /Chairmanships more than the prescribed limits across all companies in which he/she is a Director.

Committees

Your Company has several Committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees:

Audit Committee

The Audit Committee comprises of Non-Executive Directors. The Committee met 4 times during the year on June 05, 2017, August 29, 2017, November 14, 2017 and February 19, 2018.

The Chief Financial Officer and Statutory Auditors are the regular invitees to the Committee Meetings. Other executives are invited as and when required. The Company Secretary of the Company is the Secretary of the committee.

Whistle Blower Policy (Vigil Mechanism)

The Company established the Whistle Blower Policy (Vigil Mechanism). In line with the best Corporate Governance practices, the Company has put in place a system through which the Directors or Employees may report concerns about Unethical and Improper Practices or Alleged Wrongful Conduct, without fear of reprisal. In the event a Director wish to raise a complaint or disclosure he/she shall consult Chairman of the Company and / or Chairman of the Audit Committee. In the exceptional cases, any Employee or Director can reach to the Chairman of the Audit Committee to report any Unethical or Improper Practices. Also no Employee has been denied access to the Audit Committee. The functioning of the vigil mechanism is being monitored by the Audit Committee from time to time.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Non-Executive Directors. The Committee met 4 times during the year on April 29, 2017, August 29, 2017, November 14, 2017 and February 19, 2018.

Nomination and Remuneration Policy

In adherence to section 178(1) of the Companies Act, 2013, the Board of Directors of the Company approved a policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/ s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel, Key-Executives and Senior Management and the Remuneration of Other Employees.

Performance Evaluation

The formal annual evaluation of the performance of the Board and that of its Committees and Individual Directors including Chairman has been carried out by Nomination and Remuneration Committee and Board of Directors of the Company at their Meeting in the manner prescribed. The criteria of the Board evaluation include Board composition, talents, experience and knowledge, presentations and discussions at the Board Meeting, frequency of the Board Meeting, feedback and suggestion given to the management, participation in the discussion etc.

Further, the Independent Directors, at their exclusive meeting held during the year reviewed and evaluated the performance of Non-Independent Directors including Chairman of the Company and the Board as a whole, after taking views of the Executive and Non-Executive Directors.

Particulars of Remuneration

The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure A.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be available for inspection at the Registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary. However, this report and the accounts are being sent to the Members excluding the said information in terms of Section 136 of the Act.

Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee comprises of 3 Non-executive Directors.

The constitution of the Stakeholders Relationship Committee of the Board of Directors of your Company along with the details of the attendance of the members at the meetings held on April 29, 2017, August 29, 2017, November 14, 2017 and February 19, 2018 during the financial year 2017-18.

The Committee constituted to hear the complaint and grievances of various securities holders so as ensure that timely relief is extended to securities holders including members in respect of their complaint. Additionally, the Committee also looks into the members’ complaints, if any, related to non-receipt of balance sheet, non-receipt of declared dividend etc. and redress the same expeditiously.

Declaration by Independent Director(s) and re-appointment, if any

Your Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, pursuant to Section 164(2) of the Companies Act, 2013, all the Directors have provided declarations in Form DIR- 8 that they have not been disqualified to act as a Director.

Code of Conduct

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

Directors’ Responsibility Statement

Pursuant to requirement under Section 134 (5) of the Companies Act, 2013 (Act), Directors, confirm that:

a) in the preparation of the annual accounts for the year ended on March 31, 2018, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit or loss of the Company for that year;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they had prepared the annual accounts on a going concern basis;

e) they 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

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Particulars of Loans, Guarantees or Investments under section 186

Particulars of loans, investments, guarantees and securities pursuant to section 186 are provided in the standalone financial statements (Please refer to Notes to the Financial Statements).

Extract of Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the Annual Return as at March 31, 2017 forms part of this report as Annexure B.

Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has zero tolerance towards any action on the part of any executive which may fall under the ambit of ‘ Sexual Harassment’ at workplace and is fully committed to uphold and maintain the dignity of every women executive working in your Company. The Sexual Harassment Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

During the year under review, there were no complaints pending as on the beginning of the financial year and no new complaints were filed during the financial year under review.

Auditors and Auditors Report Statutory Auditor

M/s. Hemant C Parikh & Co., Chartered Accountants, Ahmedabad, were appointed as statutory auditors of the Company to hold office till the conclusion of the twenty fourth (24^th) Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, ratification of appointment of Statutory Auditor is being sought from the Members of the Company at the ensuing AGM.

Statutory Auditor comments on your Company’s accounts for year ended March 31, 2018 are self-explanatory in nature and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013. There were no qualifications, reservation or adverse remark or disclaimer made by Statutory Auditor in its report.

Secretarial Auditor

Pursuant to the Provisions of Section 204 of the Companies Act, 2013, your Company had appointed CS Preeti Jain Practicing Company Secretary, as its Secretarial Auditor to conduct the Secretarial Audit of your Company for FY 2017-18. The Report of the Secretarial Auditor for the FY 2017-18 is annexed to this report as Annexure C.

There were no qualifications, reservation or adverse remark or disclaimer made by Secretarial Auditor in its report.

Significant or Material Orders against Company

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and your Company’s operation in future.

Internal financial control systems and their adequacy

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks for ensuring the orderly and efficient conduct of business, including adherence to the Company’s policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

Management discussion and analysis

As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Management Discussion and Analysis outlining the business of your Company forms part of this Annual Report.

Particulars of Contracts or arrangements with related parties

With reference to Section 134 (3) (h) of the Companies Act, 2013, no contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the Financial Year.

Corporate Governance

Report on Corporate Governance is not forming the part of this annual report as the company need not required mandatorily to comply with the provisions of Regulations 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Although relevant information is provided in this Directors report.

Conservation of Energy & Technology absorption and foreign exchange inflow & outflow

The details of conservation of Energy, technology absorption etc. are required to be given under section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major steps to conserve the energy etc.

There was no foreign exchange earnings and outgo during the financial year 2017-18 (Previous year-Nil) Disclosure

Y our Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions required on these items during the year under review;

i. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme like ESOP and ESOS;

iii. There is no revision in the Board Report or Financial Statement;

iv. Annual Report and other compliances on Corporate Social Responsibility;

Acknowledgement

Your Directors take this opportunity to thank all the financial institutions, Banks, Government and Regulatory Authorities, customers, vendors and members and all other stakeholders for their continued support.

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and Commitment. The enthusiasm and unstinting efforts of the employees have enabled your Company to remain as one of the top industry leader.

For, DEVHARI EXPORTS (INDIA) LIMITED

Bhavesh D. Shah Jignesh Thobhani

Date: September 01, 2018 Director Director

Place: Jamnagar DIN: 05304222 DIN: 07702512

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Mar 31, 2016

To,

The Members

The Directors’ present the Annual report on the business and operations of your Company for the year 2015-16.

Financial Results and Operational Review:

Particulars	Year Ended 31.03.2016 (in Rs.)	Year Ended 31.03.2015 (in Rs.)
Gross Sales/Income	15,042,658	107,144,663
Less: Depreciation	(27,565)	(51,578)
Profit/(Loss) before Tax	304,163	26,320
Taxes/Deferred Taxes	40,000	5,000
Profit/(Loss) After Taxes	264,163	21,320
P& L Balance b/f	(32,16,526)	(23,51,963)
Profit/ (Loss) carried to Balance Sheet	(2,952,362)	(32,16,526)

Brief description of the Company''s working during the year:

During the year under review, the Company has earned income of Rs. 15,042,658 as compared to Rs. 107,144,663 of previous year. The Company has made profit of Rs. 264,163 as compared to Rs. 21,320. Efforts are being made to improve the performance of the Company.

Change in the nature of business

The Company has not changed its nature of business during the year under review.

Dividend

Since the Company has not made sufficient profit, the directors are unable to recommend any dividend during the year under review.

Reserves

The Board of Directors of the company has carried Rs. 2,64,163 to Reserve & surplus.

Change of Name

The Company has not changed its name during the year under review.

Share Capital

ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

The company has not issued any shares with differential rights during the year under review.

ISSUE OF SWEAT EQUITY SHARE

The company has not issued any sweat equity shares during the year under review.

Directors and Key Managerial Personnel

Mr. Bhavesh Shah will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer himself for reappointment.

The company has appointed Mr. Raju Manjibhai Katarmal as a Director of the Company w.e.f. 26/06/2015.

The company has appointed Mr. Narendrasinh Zala as a Chief Executive Officer of the Company and Mr. Sandip Pandya as a Chief Financial Officer of the Company w.e.f. 13/08/2015.

The company has accepted resignation of Mr. Gunvant S Mehta from the directorship of the company w.e.f. 01/10/2015.

Particulars of Employees

None of the employees of the Company drew remuneration of Rs. 60,00,000/- or more per annum / Rs. 5,00,000/- or more per month during the year. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, 19 (Nineteen) Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Declaration by an Independent Director(s) and re- appointment, if any_

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Details of Subsidiary/Joint Ventures/Associate Companies

The Company has two subsidiary companies namely Siddheshwar Construction Private Limited and Shamaru Construction Private Limited.

Financial Performance of the same is as under:

- Siddheshwar Construction Private Limited

Particulars	Year Ended 31.03.2016 (in Rs.)	Year Ended 31.03.2015 (in Rs.)
Gross Sales/Income	48,42,683.50	80,99,407.50
Less Depreciation	0.00	0.00
Profit/(Loss) before Tax	20,733.70	28,399.75
Taxes/Deferred Taxes	7,500.00	9,000.00
Profit/(Loss) After Taxes	13,233.70	19,399.75

During the year under review the total income was Rs. 48,42,683.50 as compared to Rs. 80,99,407.50 of that of the previous Year. After making all necessary provisions for current year and after taking into account the current year net profit and total provisions for taxation, the surplus carried to Balance Sheet is Rs. 1,13,59,509.46.

- Shamaru Construction Private Limited

Particulars	Year Ended 31.03.2016 (in Rs.)	Year Ended 31.03.2015 (in Rs.)
Gross Sales/Income	54,62,287.00	59,89,426.00
Less Depreciation	0.00	0.00
Profit/(Loss) before Tax	19,490.58	20,831.00
Taxes/Deferred Taxes	6,500.00	6,500.00
Profit/(Loss) After Taxes	12,990.58	14,331.00

During the year under review the total income was Rs. 54,62,287.00 as compared to Rs. 59,89,426.00 of that of the previous Year. After making all necessary provisions for current year and after taking into account the current year net profit and total provisions for taxation, the surplus carried to Balance Sheet is Rs. 2,93,04,167.58.

Auditors

The Auditors, M/s. Hemant C Parikh & Co, Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM.

Auditors'' Report

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, Mrs. Rupal Patel, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure I to this report.

Report for qualification Remark in Secretarial Audit Report:

1 Though the Company has not published notice for Financial Result, the company has uploaded the same on Website of the company and also submitted to BSE Limited also.

2 The company is in process of appointment of Company Secretary.

Internal Audit & Controls

Though the company has not appointed internal auditor, the accounting and other system have been designed in such a manner that review of entire process for safeguarding the assets of the company, its operational efficiency, effectiveness of the systems are taken care of properly.

Issue of employee stock options

The company has not issued any employee stock options during the year under review.

Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.devhariexports.com

Risk management policy

Risk management is embedded in your company''s operating framework. Your company believes that managing risk helps in maximizing returns. The company''s approach to addressing business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the company is exposed to are:

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company proactively manages these risks through forward booking, Inventory management and proactive vendor development practices. The Company''s reputation for quality, product differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigation the impact the impact of price risk on finished goods.

Regulatory Risks

The company is exposed to risks attached to various statues and regulations including the company Act. The company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. The company has initialed various measures including rolling out strategic talent management system, training and integration of learning and development activities.

Strategic Risks

Emerging businesses, capital expenditure for capacity expansion, etc., are normal strategic risk faced by the company. However, the company has well-defined processes and procedures for obtaining approvals for investments in new business and capacity expansion etc.

Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure II.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There is not any Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future during the year under review.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has adequate of internal financial controls with reference to the Financial Statements during the year under review.

Deposits

Your Company has not accepted / renewed any deposits from the public during the year under review.

Particulars of loans, guarantees or investments under section 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 have been complied with.

Particulars of contracts or arrangements with related parties

It is confirmed that the particulars of contacts or arrangements with related parties are mentioned under note No.21 of the Auditors Report for the financial year 201516.

Corporate Governance Certificate

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall be annexed with the report.

Management Discussion and Analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2016.

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 134 of the Companies act 2013 read with the Companies (Account) Rules, 2014 are given in Annexure: III.

Corporate Social Responsibility (CSR): Not Applicable

Human Resources

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

Directors'' Responsibility Statement

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments 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 and of the profit and loss of the company for that period;

(c) 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) 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.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Transfer of Amounts to Investor Education and Protection Fund

The Company does not have any funds lying as unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year 20162017 to BSE, Ahmedabad Stock Exchange Limited, Madras Stock Exchange Limited, Metropolitan Stock Exchange of India Limited, and Jaipur Stock Exchange Limited where the Company''s Shares are listed.

The equity shares of Devhari Exports (India) Ltd (Scrip Code: 539197) are listed and admitted to dealings on the Bombay Stock Exchange in the list of ''DT'' Group Securities with effect from June 29, 2015.

Acknowledgements

The management is grateful to the government authorities, Bankers, Vendors, farmers for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Director of

Devhari Exports (India) Limited

Date: 25/05/2016

Place: Jamnagar

Sd/- Sd/- Sd/-

Bhavesh Shah Narendrasinh Zala Sandip Pandya

Director CEO(KMP) CFO(KMP)

DIN:05304222 PAN:AAGPZ9122J PAN:AOTPP7267H

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Mar 31, 2014

Dear Members

The Directors'' present the Annual report on the business and operations of your Company for the year 2013-14.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended Year Ended 31.03.2014 31.03.2013 (Amt in Rs.) (Amt in Rs.)

Total Sales/Income 19,67,14,887 66,71,691.81

Total Expenses excluding interest 19,64,68,170 66,03,988.97 expenses

Interest expenses Nil Nil

Profit/(Loss) before Taxation 2,46,717 67,702.84

Taxes/Deferred Taxes 1,80,000 (11,32,011)

Profit/(Loss) After Taxation 66,717.20 11,99,713.84

P& L Balance b/f (24,18,680.16) (36,18,394)

Excess provision of income tax written 66,717.20 11,99,713.84 back

Profit/ (Loss) carried to Balance Sheet (23,51,962.96) (24,18,680.16)

PARTICULARS OF EMPLOYEES:

There are no employees drawing the remuneration in excess of ceiling prescribed under provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956 as amended from time to time. Hence no information is required to be appended to this report in this regard.

DIRECTORS:

Mr. Amrish Mehta, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts.

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, so as to give a true and fair view of the state of affairs of the company at the end of the financial Year and the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act 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.

CORPORATE GOVERNANCE:

A comprehensive report on corporate governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed at the end of Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

APPOINTMENT OF AUDITORS:

M/s. Hemant C Parikh & Co., Chartered Accountants, Ahmedabad, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review. Your Company is listed with the Ahmedabad Stock Exchange Limited, Madras Stock Exchange Limited & Jaipur Stock Exchange Limited.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Director

Date: 29/05/2014 Place: Jamnagar Sd/- Sd/- Mahendra Maru Bhavesh Shah Director Director DIN:02180084 DIN:05304222