Directors Report of Devine Impex Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting before you then 29^thAnnual Report together with the Audited
Accounts of the Company for the year ended 31^st March, 2024.

FINANCIAL RESULTS

The financial results of the Company for the year under review are summarized for your consideration:

Particulars	2023-24 (Amount in lacs)	2022-23 (Amount in Lacs)
Gross Income	176.10	177.80
Expenses	170.97	172.54
Profit Before Interest and Depreciation	5.13	5.26
Finance Cost/Interest	0.00	0.00
Depreciation	0.00	0.00
Net Profit Before Tax	5.13	5.26
Provision for Tax	1.40	0.28
Net Profit After Tax	3.73	4.98

STATE OF COMPANY’S AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANY’S WORKING
DURING THE YEAR/HIGHLIGHTS/OPERATIONS

Dining the year the total revenue of the company was Rs. 176.10 lacs.There is decrease of approximately
0.96% in revenue as compare to the previous financial year. The company earned a net profit of Rs. 3.73
Lakhs during the financial year 2023-24.The management is quite optimistic about the further growth of
the company.

DIVIDEND

The company has earned very meager profit during the financial year, hence directors have decided not to
recommend any Dividend for the year unda review and plough the same back into the operations of the
company.

The provisions regarding establishment of a Dividend Distribution Policy is not applicable to the
company during the financial year.

RESERVES

Entil e amount of Net Profit has been transferred to Profit and Loss Surplus account, which appears under
the head “Reserves and Surplus.” No amount has been transferred to any reserves.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the
Company, Mr. Neeraj Jain, Managing Director of the Coup any retire by rotation in the ensuing Annual
General Meeting and being eligible offers herself for re-appointment.

During the financial year under review, there were no changes in the composition of the Board.

KEY MANAGERIAL PERSONNEL

As at the end of the financial year under review, the Key Managerial Personnel (KMP) in the Company as
pei'' Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Name	Designation
Mr. Neeraj Jain (DIN: 01132916)	Managing Director
Mr. Anil Jain	Conpany Secretary
Mr. Rohit Jain	Chief Financial Officer

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and
Regulation 18 of Securities Exchange Board of India (Listing Obligations and Disclosure Requir ements)
Regulations, 2015, an Audit Committee is duly constituted. The Audit Committee as on March 31, 2024
comprises of the foil owning Directors:

Name of the Director	Category	Designation in Committee
Mr. Vinay Kumar Shaima	Chairman	Independent Director
Ms. Nisha Shaima	Member	Independent Director
Mr. Rohit Jain	Member	Non Independent Director

Mr. Anil Jain, the Company Secretary of the company acts as the Secretary of the Audit committee.

All members of audit committee are financially literate. 4 (Four) audit committee meetings w''ere held in
the financial year on 24.05.2023, 11.08.2023, 04.11.2023 and 03.02.2024. The gap between tw^o meetings
of the audit committee is not more than 120 days.

Name of the Members of Audit	No. of meetings held	No. of Meetings
committee		attended
Mr. Vinay Kumar Shaima (Chairman)	4	4
Ms. Nisha Shaima (Member)	4	4
Mr. Rohit Jain (Member)	4	4

Tains of reference of the Audit Committee inter alia include:

• Oversight of the Coup any''s financial reporting process and the disclosure of its financial
information to ensure that the financial statements are collect, sufficient and credible;

• Review^ with the management, the annual and quarterly financial statements and auditor''s report
thereon before submission to the Board for approval.

• Review'' with the management, statutory and internal auditors, adequacy of the internal control
systems;

• Evaluation of internal financial controls and risk management systems;

• Recommendation for appointment, remuneration and terms of appointment of Auditors of the
Company;

• Discussion with statutory auditors the nature and scope of audit as well as post-audit areas of
concern;

• Review and monitor the Auditor''s independence and performance, and effectiveness of audit
process;

• Review adequacy of internal audit function including structure of the internal audit department,
staffing and seniority of the official heading the function, reporting structure, coverage and
frequency of internal audit;

• Discussion with internal auditor of any significant findings and follow'' up thereof;

• Review^ findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and
reporting the matter to the Board;

• Approval (or any subsequent modification) of tr ansactions of the Company with related parties

• Review'' functioning of the Whistle Blow''er mechanism;

NOMINATION & REMUNERATION COMMITTEE

In terms of Regulation 19 of Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and pursuant to the provisions of section 178 of the Companies Act,
2013, Nomination & Remuneration Committee as on March 31, 2024 comprises of the follow''ing
Directors

Name of the Director	Category	Designation in Committee
Mr. Vinay Kumar Sharma	Chairman	Independent Director
Ms. Nisha Sharma	Member	Independent Director
Mrs. Manju Jain	Member	Non Executive Non Independent Director

Mr. Anil Jain, the Company Secretary of the company acts as the Secretary of the Audit committee.

One meeting of Nomination & Remuneration Committee w''as held on 11.08.2023.

Tams of Reference of the Committee are as follow''s:

• Identify pasons w''ho are qualified to become directors and w''ho may be appointed in senior
management in accordance with the criteria laid down, recommend to the Board their
appointment and removal.

• Recommend to the Board, all remuneration, in whatever form, payable to Sarior Management.

• Formulation of criteria for evaluation of director’s performance including independent directors
and the Board.

• Formulate the criteria for detamining qualifications, positive attributes and independence of a
director and recommend to the Board a Policy, relating to the remuneration for the directors, key
managerial pasonnel and other employees.

• Consider extension or continuation of the tarn of appointment of the Independent Directors on
the basis of the report of performance evaluation of Independent Directors.

The Nomination and Remuneration Committee also helps the Board on succession plan for the Directors
and Senior Management.

Name of the Members of Nomination and remuneration Committee	No. of meetings held	No. of Meetings attended
Mr. Vinay Kumar Shanna (Chairman)	1	1
Ms. Nisha Shanna (Member)	1	1
Mr s. Manju Jain (Member)	1	1

CODE OF CONDUCT

The Board has laid down a w ell-defined Code of Ethics and Conduct (the "Code") to be followed by
Board members and senior management of the Company. Duties of independent Directors, as specified
under Companies Act, 2013, have been incorporated in the code. The code is available on the w''ebsite of
the company (www.devineimp.in). All the Board members and Senior Management Personnel have
affirmed compliance with the code. A declaration signed by the Managing Director to this effect is
enclosed at the end of this report.

The Code is available on the website of the Company. In accordance with the Listing Regulations, all
Directors and Senior Management personnel have affirmed compliance with this Code. A declaration
signed by the Managing Director to this effect forms part of this report.

REMUNERATION OF DIRECTORS

Remuneration paid to Directors is decided by the Board on the recommendations of the Nomination and
Remuneration Committee and approved by the shareholders at General Meetings.

Dining the financial year 2023-24, none of the directors have been paid any remuneration/ sitting fees.

Apart from the above stated, there have been no other material pecuniary relationships or transactions by
the Company with Non-executive directors dining the year.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Regulation 20 of Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Stakeholders Relationship Committee is duly constituted with
following composition as on March 31, 2024

Name of the Director	Category	Designation in Committee
Mr. Vinay Kumar Shanna	Chairman	Independent Director
Ms. Nisha Shanna	Member	Independent Director
Mr. Rohit Jain	Member	Non Independent Director

Two (2) meeting of Stakeholders Relationship Committee were held on 24.05.2023 and 04.11.2023.

Name of the Members of Stakeholder Relationship Committee	No. of meetings held	No. of Meetings attended
Mr. Vinay Kumar Sharma (Chairman)	2	2
Ms. Nisha Sharma (Member)	2	2
Mr. Rohit Jain (Member)	2	2

Tains of Reference of the Committee are as follows:

• Consider and resolve the grievances of the security holders of the Company including complaints
related to transfa / transmission of shares, non-receipt of annual report, non-receipt of declared
dividends, issue of new/duplicate certificates, general meetings, etc.

• Review of measures taken for effective exercise of voting rights by shareholders.

• Review of adherence to the saw ice standards adopted by the listed entity in respect of various
services being rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum
of unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports
/statutory notices by the shareholders of the company.

• Transfer / transmission of shares, de-materialization / re-materialization of shares, issue of
duplicate share certificates and such other functions as may be stipulated under the Companies
Act, 2013 / SEBI Regulations.

During the financial year, no investor complaints or grievances were received by the company and no
such complaints were pending for redressal at the end of the financial year.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet the criteria of
Independence as laid down under Section 149 (6) of the Companies Act, 2013 read over with Regulation
25 of SEBI (LODR) Regulations.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of
integrity and possess requisite expertise and experience required to fiilfill then duties as Independent
Directors.

SHARE CAPITAL

Dining the year under review, there is no change in the Share Capital of the Company. The Authorised
capital of the Company is Rs. 10,00,00,00 comprising of 1,00,00,000 equity shares of Rs. 10/- each.

The issued and subscribed share capital of the company comprise of 96,51,400 equity shares of Rs. 10/-
each. Out of the aggregate issued and subscribed capital, 119200 equity shares have been forfeited by the
company.

The paid-up share capital of the company as on March 31, 2024 is Rs. 9,53,22,000.

- The Company has not bought back any of its securities during the year under review.

- The Company has not issued any Sw^reat Equity Shares or Employee Stock Option Schemes dining the
year under review.

- No Bonus Shares were issued during the year under review.

- The company has not issued any shares with differential voting rights during the financial year.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to
provide a healthy environment to each and every employee of the Company. The Company has in place
“Policy for Prevention and Redressal of Sexual Harassment” in line with the requirements of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter
referred to as ‘the said Act’) and Rules made there under. As per the provisions of Section 4 of the said
Act, the Board of Directors has constituted the Internal Complaints Committee (ICC) at the Registered
Office of the Company to deal with the Complaints received by the Company pertaining to gender
discrimination and sexual harassment at workplace.

Further, as per the provisions of Section 21& 22 of the said Act, the Report in details of the number of
cases filed under Sexual Harassment and then disposal for the financial year under review, is as under:

Sr. No.	No. of cases pending as on the beginning of the financial year under review	No. of complaints filed during the financial year under review	No. of cases pending as on the end of tire financial year under review
1.	NIL	NIL	NIL

MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT

There are no material changes or commitments, effecting the financial position of the Company
happening between the end of the Financial Year of the Company and date of this Report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS & OUTGO

The requisite information has been given by way of an Annexure-1 to this Report.

CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that there have not been any changes during the Financial Year under
review:

a. In the nature of Company’s business

b. Generally in the class of business in which the Company has an interest

Further, the Company has no Subsidiary and therefore information regarding any change in subsidiaries
or in the natur e of business carried on by them is not applicable to the Company.

CORPORATE GOVERNANCE

As per the provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015,
(LODR Regulations) the regulations 17-27 of the LODR Regulations pertaining to requirements of

Corporate Governance are not applicable to the company. Hence the report on Corporate Governance is
not applicable to the company.

BUSINESS RESPONSIBILITY REPORT

Regulation 34 (2) (f) the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable to the Company.

POLICY ON DIRECTORS’ APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) 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 attached as Annexure-2, which forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Part B of
Schedule V to the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is presented in a separate section as Annexure-3 forming part of this Annual Report.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES

The disclosure as per'' Section 197 of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the
Compames(Appomtment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a
separate Annexure-4 forming part oftliis Report.

NUMBER OF MEETINGS OF BOARD

During the year 2023-24, 4 (Four) Board Meetings were held. The details regarding the dates of such
Board Meetings along with the attendance of directors therein is provided hereunder:

Date of Board Meeting	No. of Dir ectors entitled	Attendance of Directors
24.05.2023	5	5
11.08.2023	5	5
04.11.2023	5	5
03.02.2024	5	5

Apart from the Board meetings, as per the provisions of Schedule IV of the Companies Act, 2013, a
meeting of the Independent Directors of the company was held on 03.02.2024 which was attended by
both the Independent Directors.

PERFORMANCE EVALUATION OF THE BOARD. ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in
consultation with its Nomination & Remuneration Committee, has formulated a framework containingthe
criteria for performance evaluation of the entire Board of the Company, its Committees and Individual
Directors, including Independent Directors. Accordingly, following are the criteria for evaluation:

a. Criteria for evaluation of the Board of Directors as a wiiole:

i. The Fr equency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Board

v. Number of Committees and then role.

vi. Overall performance of the Company

b. Criteria for evaluation of the Individual Dir ectors including Independent Directors;

i. Experience and ability to contribute to the decision making process

ii. Problem solving approach and guidance to the Management

iii. Attendance and Participation in the Meetings

iv. Personal competencies and contribution to strategy formulation

v. Contribution towards statutory compliances, monitoring of controls and
Corporate Governance

The Independent Directors had met separately on 03.02.2024 without the presence of Non-Independent
Dir ectors and the members of management and discussed, inter-alia, the performance of non-independent
Dir ectors and Board as a whole and the performance of the Chairman of the Company after taking into
consideration the views of executive and Non-Executive Directors. The Nomination and Remuneration
Committee has also carried out evaluation of every Director''s performance. The Directors express their
satisfaction with the evaluation process.

SUBSIDIARIES. JOINT VENTURES, AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture, or Associate Company.

STATUTORY AUDITORS & AUDITORS REPORT

M/s Deepak Jindal & Co Chartered Accountants, Chandigarh, wer e appointed as Statutory Auditors of the
Company in the 24^thAnnual General Meeting held in the year 2019, to hold office till the conclusion of
the ensuing Annual Gener al Meeting. Based on the recommendation of the Audit Committee, the Board
of Directors have recommended the re-appointment of Statutory Auditors of the company for then second
term of 5 years, to hold office from the conclusion of the ensuing 29^th Annual General Meeting till the
conclusion of the 34^th Annual General meeting of the company to be held in the year 2029.

The Auditors’ Report being self-explanatory requires no conmients from the Directors. Further, there are
no reservations, qualifications or adverse remarks in the Audit Report given by them in respect of the
Financial Year 2023-24.

SECRETARIAL AUDITORS AND THEIR REPORT

CS. Arshdeep Kara, a Company Secretary in practice having CP no. 27198, was appointed as Secretarial
Auditor of the Company for the financial year 2023-24 pursuant to Section 204 of the Companies Act,
2013. The Secretarial Audit Report submitted by her in the prescribed form MR-3 is attached as
Annexure 5 and forms part of this report. The reply to qualifications/ observation/ remarks by the
Secretarial Auditors is as follow:

1. The company is in the process of appointing Internal Auditors in compliance with the provisions
of Section 138 of tire Companies Act, 2013.

2. The Independent Director of the company has been made aware of the requirements to get
themselves registered on the Independent Directors Databank. Necessary steps have been initiated
for the registration as per'' the extended timelines granted under the Companies Act, 2013.

COST AUDIT

As pei'' the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record
and Audit) Rules, 2014, the requirements for the appointment of the Cost Auditors and the cost audit
report are not applicable to the company during the financial year.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) of section 143 including those which are
reportable to the Central Government.

CONSOLIDATED FINANCIAL STATEMENTS

The company does not have any subsidiary or associate.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

As required pursuant to provisions of section 134(1) (e) of the Act, the Company has a well placed,
proper and adequate internal financial control system, commensurate with the size, scale and complexity
of its operations. The scope and authority of the Internal Audit function is well defined in the
Organization. The internal financial control system ensures that all assets are safeguarded and protected
and that the transactions are authorized, recorded and reported correctly.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures, which are
reviewed by the Board periodically. During the year, as pa'' the requirements of Listing Agreement with
the Stock Exchanges, a Risk Management Committee was constituted by the Board of Dir ectors with
responsibility of preparation of Risk Management Policy, reviewing and monitoring the same on regular
basis, to identify and review^ critical risks on regular basis. The risks faced by the Company and their
minimization procedures are assessed by the Board. Furtha'', the Company identifies risks, and control
systems are instituted to ensure that the risks in each business process are mitigated. The Board provides
oversight and reviews the Risk Management Policy on a regular basis. In the opinion of the Board tha e
has been no identification of elements of risk that may thr eaten the existence of the Company.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2023-24 in tarns
of Chapter V of the Companies Act, 2013. Information in this regard, therefore, is nil. There was no non
compliance of requir ement of Chapter V of Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY S
OPERATIONS IN FUTURE

The Company has not received any significant or mataial ordas passed by any Regulatory Authority,
Court or Tribunal wiiich shall impact the going concan status and Company''s opaations in future.

SECRETARIAL STANDARDS

The Company has duly complied with the applicable Secretarial Standards on meeting of Board of
Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India
(ICSI).

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors in respect of their^- roles, rights &
responsibilities, nature of the industry in which Company operates, business model of the Company and
related matters are communicated to the Independent Directors from time to time and are available on the
website of the company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, performance evaluation
of the Board and its Committees and all the Directors has been carried out and the details are covered in
the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility
were not applicable to the company during the financial year 2023-24.

ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the
website of the Company and can be accessed at www.devineinp.hr.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT. 2013

The company has not given any loans, made investments, given guarantee or provided securities to any
person or body corporate covered unda^- the provisions of Section 186 of the Companies Act, 2013.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(11
OF THE COMPANIES ACT. 2013

All related party transactions that were entered into during the financial year wae at arm''s length, in the
ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013
and the Listing Regulations. There wae no material transactions made by the Company during the year
that would have required Membas’ approval.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus
approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

The Company has adopted a policy to deal with related party transactions as approved by the Board of
Directors. The detail of related party transactions is attached as Annexure-6 in AOC-2.

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177
(10) of the Companies Act, 2013 and also in terms of and also in terms of Regulation 4 (2) (d) and
Regulation 22 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT

(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 fan 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 dir ectors 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;

(e) the directors, had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and ware operating effectively.

(f) the dnectors had devised proper systems to ensure compliance with the provisions of all
applicable law''s and that such systems were adequate and operating effectively.

INDUSTRIAL RELATIONSHIPS

Relations between the Management and the employees at all levels have been cordial and the Dn ectors
wish to express then appreciation for the cooperation and dedication of the employees of the Company.

COMPLIANCE

The company has devised proper systems to ensure compliance of all laws applicable to the company and
the compliance reports issued by the Departmental Heads are placed before the Board every quarter
confirming compliance by the Company with all applicable Laws.

LISTING AND LISTING REGULATIONS

The equity shares of the company are listed on the BSE Limited (BSE). The Company has also
formulated the Policies as required under Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The company is regular in paying the listing fee.

INSIDER TRADING

The Board of Dn ectors has adopted The Code of Conduct for Prevention of Insider Trading in accordance
with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider trading
policy of the company lays down guidelines and procedures to be followed and disclosures to be made
while dealing with shares of the Company, as well as the consequences of violation.

DEMATERIALIZATION OF SHARES

As mentioned in Company’s earlier Annual Reports, the Company’s Equity Shares are in compulsory
Demat mode in terms of SEBI Guidelines. This has been facilitated through arrangement with NSDL and
CDSL. About 50.56% of the shares of the Company are already in dematerialized form. M/s Link Intime
India Pvt. Ltd, New'' Delhi is acting as the Registrar and Share Transfer Agents for this purpose and acts as
conmron share agency in terms of SEBI Guidelines.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AM) PROTECTION FUND

Yoiu'' Company did not have any funds lying 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).

SUMS DUE TO MICRO. SMALL & MEDIUM ENTERPRISES

There is no liability towards principal and interest payable to Micro, Small & Medium Enterprises as on
31 “March. 2024. ’

ONE TIME SETTLEMENTS

The Company has not made any one-time settlement for loans taken from the Banks or Financial
Institutions, and hence the details of differ ence between amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from the Banks or Financial Institutions along
with the reasons thereof is not applicable.

SUSTAINABILITY INITIATIVE

Your Company is conscious of its responsibility towards preservation of natural resources and
continuously takes initiatives to reduce consumption of electricity and water.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016 (IBC1

No Insolvency resolution process has been initiated/ filed by a financial or operational creditor or by the
company itself under the IBC before theNCLT.

ACKNOWLEDGEMENT

Your Directors wish to express then sincere appreciation to valued Clients, Bankers, Statutory Authorities
and Employees of the company for their'' continued support & co-operation.

Date: 12.08.2024
Place: Mohali

For and On behalf of the Board of Directors
Devine Inrpex Limited

Sd/- Sd/-

Neetaj Jain Rohit Jain

Managing Director Dir ector & CFO

DIN:01132916 DIN: 01132870

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you their 20th Annual Report together with the Audited Accounts of the Company for the year ended 318t March, 2015.

FINANCIAL RESULTS:-

The financial results of the Company for the year under review are summarized for your consideration:

Particulars 2014-2015 2013-14 (Amount in Rs.) (Amount in Rs)

Gross Income 46494012 55328394

Profit Before Interest and Depreciation 365321 181197

Finance Cost/Interest 3278 1323

Depreciation 59950 56573

Net Profit Before Tax 302093 123301

Provision for Tax 93390 23395

Net Profit After Tax 208703 99906

Balance of Profit brought forward 663717 663776

Amount Transferred to reserve Nil Nil

Proposed Dividend on Equity Shares Nil Nil

STATE OF COMPANY'S AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/HIGHLIGHTS/OPERATIONS

During the year the total sales of the company was 464,94 lacs. There has been decline of 15.97% in sales as compare to last year. The net profit of company during the year is Rs. 2.09 lacs. The profits of the company have increased by 108.90% as compare to last year's net profit.

DIVIDEND :-

Your Directors have decided to reinvest the earnings in the growth of business and have decided not to declare any Dividend for the year under review.

DIRECTORS:-

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Rohit Jain (01132870), Director of the Company retire by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Ms. Nisha Sharma (DIN 07144007) had been appointed as additional Director. She hold office upto the date of the ensuing Annual General Meeting and is proposed to be appointed as Directors liable to retire by rotation by the Members. Mr. Sham Sundar Sharma has resigned from directorship of the company w.e.f 16th June 2015,

KEY MANAGERIAL PERSONNEL

Pursuant to provisions of section 203 of Companies act 2013, the company has appointed Mr. Parvesh Kumar Oberoi as Managing Director.

SHARE CAPITAL

a. ISSUE OF SHARES WJTH DIFFERENTIAL RIGHTS

The Company has not issued any shares with Differential Rights during the year under review.

b, ISSUE OF SWEAT EQUITY SHARE

The Company has not issued any Sweat Equity shares Employee Stock Options during the year under review.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAH ACT. 2013

The 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.

MATERIAL CHANGES AND COMMITMENTS/EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no material changes or commitments, effecting the Financial position of the Company happening between the end of the Financial Year of the Company and date of this Report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure D-1 to this Report.

CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that there have not been any changes in nature of company's business during the Financial Year under review.

Further, the Company has no Subsidiary and therefore information regarding any change in subsidiaries or in the nature of business carried on by them is not applicable to the Company.

CORPORATE GOVERNANCE:-

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance is Annexed as D-2 and forms a part of this Annual Report. A Certificate from Statutory Auditors confirming compliance with the conditions of Corporate Governance is also annexed with corporate governance.

BUSINESS RESPONSIBILITY REPORT

Clause 55 of the Listing Agreement is not applicable to the Company.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) 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 brief policy on remuneration of Directors, KMP and other employees is attached as Annexure D-3, which forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section as Annexure D-4 forming part of this Annual Report.

PARTICULARS OF REMUNERATION Of DIRECTORS/ KMF/EMPLOYEES:-

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees falling in the bracket as defined in Rule 5 (2)

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is Annexed as D-7.

NUMBER OF MEETINGS OF BOARD

During the year 2014-15, 4 (Four) Board Meetings were held and 1 (One) Independent Directors meeting was held on 31.03.2015 as required under Schedule IV of Companies Act, 2013 and as per Clause 49 of the Listing Agreement. The dates on which the Board Meetings were held are 28.05.2014, 14.08.2014, 14.11.2014, 13.02.2015 and 31st March 2015.

PERFORMANCE EVALUATION OF THE BOARD. ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. Accordingly, following is the criteria for evaluation:-

a. Criteria for evaluation of the Board of Directors as a whole:

i. The Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Board

v. Number of Committees and their role.

vi. Overall performance of ihe Company

b. Criteria for evaluation of the Individual Directors including Independent Directors;

i. Experience and ability to contribute to the decision making process ii. Problem solving approach and guidance to the Management iii. Attendance and Participation in the Meetings iv. Personal competencies and contribution to strategy formulation v. Contribution towards statutory compliances, monitoring of controls and Corporate Governance

The Independent Directors had met separately on 31.03.2015 without the presence of Non-independent Directors and the members of management and discussed, inter-alia, the performance of non-independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors. The Nomination and Remuneration Committee has also carried out evaluation of every Director's performance. The Directors express their satisfaction with the evaluation process. STATUTORY AUDITORS & AUDITORS REPORT:-

M/s Datta Singla & Co., Chartered Accountants, Chandigarh, were appointed as Statutory Auditors of the Company in the last Annual General Meeting. As their term expires at the ensuring Annual General Meeting, they have offered themselves for re- appointment. They are proposed to be re-appointed from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting of the Company.

The Company has obtained a Certificate from the Auditors under Rule 4 (1) of The Companies (Audit and Auditors) Rules, 2014. They have also issued a Certificate to the effect that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

The Auditors' Report being self-explanatory requires no comments from the Directors. Further, there are no reservations, qualifications or adverse remarks in the Audit Report given by them in respect of the Financial Year 2014-15.

- SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Kanwaljit Singh (FCS 5901), a Company Secretary in practice having CP no. 5870, was appointed as Secretarial Auditor of the Company for the financial year 2014-15 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed form MR- 3 is attached as Annexure D-8 and forms part of this report. The reply to qualifications/observation/remarks by the Secretarial Auditors are as follow:

The company is in the process of appointing KMPs and Internal Auditor. The requisite forms and returns will be filed shortly. The official website of the company will also be made soon.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) of section 143 including those which are reportable to the Central Government.

COST AUDIT

Cost Audit is not applicable to the Company.

CONSOLIDATED FINANCIAL STATEMENTS

Company does not have any subsidiary, therefore consolidation is not required. The details of associates is attached as Annexure D-7.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has laid down adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no material weakness in their operating effectiveness was observed.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company is having Risk Management framework covering identification, evaluation and control measures to mitigate the identified business risks.

DEPOSITS -

The Company has neither accepted nor renewed any deposits during the Financial Year 2014-15 in terms of Chapter V of the Companies Act, 2013. Information in this regard, therefore, is nil.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company's operations in future.

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and Clause 49 of listing agreement with the stock exchange, an audit committee has been duly constituted. The Audit Committee as on March 31, 2015 comprises of the following Independent Directors:

Mr. Vipay Kumar Sharma independent Director

Mr. Sham Sundar Sharma Independent Director

Mr. Rohit -lain Non Executive Non Independent Director

Details of the Audit Committee have been separately given in the corporate governance report. Further, all recommendations of Audit Committee were accepted by the Board of Directors. NOMINATION & REMUNERATION COMMITTEE

In terms of Clause 49 of the Listing Agreement and pursuant to the provisions of Companies Act, 2013, Nomination & Remuneration Committee as on March 31, 2015 comprises of the following Directors:

Mr. Vinay Kumar Sharma Independent Director

Mr. Sham Sundar Sharma Independent Director

Mr. Rohit Jain Non Executive Non Independent Director

The details of Remuneration Policy and the Committee are furnished in the Report on Corporate Governance, which is annexed herewith.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Clause 49 of the Listing Agreement, the Company has constituted Stakeholders Relationship Committee with following composition as on March 31, 201 Si- Mr. Vinay Kumar Sharma Independent Director Mr. Parvesh Kumar Oberoi Managing Director Mr. Rohit Jain Non Executive Non Independent Director

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on March 31, 2015 in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as Annexure D-8 and forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments under Section 186 of the Act as at end of the Financial Year 2014-15 are attached as Annexure D-5 which forms part of this report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(11 OF THE COMPANIES ACT, 2013

The detail of related party transactions is attached as Annexure D-9. VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and also in terms of Clause 49 of the Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT.-

(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;

(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.

(0 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.

INDUSTRIAL RELATIONSHIPS:-

Relations between the Management and the employees at all levels have been cordial and the Directors wish to express their appreciation for the cooperation and dedication of the employees of the Company.

COMPLIANCE

The company has devised proper systems to ensure compliance of all laws applicable to the company and the compliance reports issued by the Departmental Heads are placed before the Board every Quarter confirming compliance by the Company with all applicable Laws. LISTING AND LISTING AGREEMENT :-

The equity shares of the company were earlier listed on BSE Limited. The company is regular in paying the listing fee. _

CEO/CFO CERTIFICATION

In terms of the requirements of Clause 49 (IX) of the Listing Agreement, the Managing Director and the CFO have submitted necessary certificate to the Board of Directors stating the particulars specified under the said Clause. The certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying 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).

ACKNOWLEDGEMENT:-

Your Directors wish to express their sincere appreciation to valued Clients, Bankers, Statutory Authorities and Employees of the company for their continued support & co-operation.

For & On Behalf of the Board

PLACE: CHANDIGARH

Date : August 28, 2015 ROHIT JAIN CHAIRMAN

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Mar 31, 2014

Dear Members,

The Directors are pleased to present their 19th Annual Report for the financial year ended on 31 st March 2014.

FINANCIAL RESULTS:

(Amount in Millions)

PARTICULARS 31st March 2014 31st March 2013

Sales 55.33 41.12

Profit/(loss) before int, .18 5.86 dep & tax

Interest 0.00 0.004

Profit/(loss) before .18 5.82 dep & tax

Depreciation .06 .06

Profit/(loss) before tax .12 5.77

Tax .02 .72

Net Profit/(loss) after .10 5.05 tax

DIVIDEND:

Keeping in view the fund requirements for the expansion of business activities, the directors have not recommended any dividends.

FIXED DEPOSIT

The Company has not accepted any deposit from the public with in the meaning of section 58-A of the Companies Act, 1956.

DIRECTORS:

Mr. Rohit Jain, Director of the company who retire at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

LISTING:

The company is listed with Bombay Stock Exchange Limited, Ludhiana Stock Exchange and Delhi Stock Exchange. The company is complying with all the requirements of listing agreement. The company is also regular in payment of listing fees. The members are hereby informed that Ludhiana Stock Exchnge and Delhi Stock Exchange have decided to derecognize themselves.

AUDITORS:

M/s Datta Singla & Co, Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and Board recommends for their re-appointment. The company has received a letter from them that their reappointment if made would be within the limits as prescribed in the section 224 (1B).

CORPORATE GOVERNANCE REPORT:

As required under clause 49 of Listing Agreement the Corporate Governance Report along with Auditors certificate regarding compliance of conditions of corporate governance report is enclosed.

AUDIT COMMITTEE :

Pursuant to provisions of section 177 of Companies Act 2013 and Listing Agreement the company has constituted the audit committee. Following are the members of Audit committee:

1. Mr. Sham Sunder Sharma

2. Mr. Rohit Jain

3. Mr. Vinay Kumar Sharma

AUDITORS REPORT:

Observation in the Auditors Report are dealt with in the notes to the Accounts and being self explanatory needs no further explanation.

PARTICULARS OF EMPLOYEES

None of the employees is covered Under Section 217(2A) of the Companies Act ,1956 read with Companies (Particulars of Employees) Rules ,1975 as amended.

ANNEXURE TO THE DIRECTOR’S REPORT:-

A. Conservation of Energy :

Though energy does not form a significant portion of the cost for the Company yet wherever possible and feasible, continuous efforts are being put for conservation of energy and minimize power cost. Staff of the Company is regularly sensitized about conservation of power.

6. Technology Absorption : Nil

C. Foreign exchange earnings and outgo: Nil

DIRECTORS RESPONSIBILITY STATEMENT :

As required u/s 217 (2AA) of the companies Act ,1956 the Directors states that:

1. That in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That 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 or loss of the company for that period.

3. That Directors 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.

4. That Directors have prepared the annual accounts on going concern basis.

ACKNOWLEDGEMENT

The Board expresses its deep gratitude and thanks to its clients, bankers, associates and shareholders for their valuable contributions towards growth of the company. Your directors particularly wish to place on record their sincere appreciation for the best efforts put in by the employees towards upliftment of the company.

For Board of Directors M/S DEVINE IMPEX LIMITED

DATE :14th August 2014 Sd/- PLACE : Mohali CHAIRMAN

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Mar 31, 2013

The Directors are pleased to present their 18th Annual Report for the financial year ended on 31st March 2013.

FINANCIAL RESULTS:

(Amount in Lacs) PARTICULARS 31st March 2013 31st March 2012

Sales 411.25'' 284.89

Profit/(loss) before 58.26 17.35 int, dep & tax

Interest 58.04 0.02

Profit/(loss) before 58.22 17.33 dep & tax

Depreciation 25.56 0.16

Profit/(loss) before 57.66 17.17 tax

Tax 7.51 7.35

Net Profit/(loss) 50.15 after tax

BUSINESS PERFORMANCE:

During the financial year ending 31st March 2013, the net sales and net profit of the company have shown significant improvement as compared to last year''s figures. The total sales of the company in the current financial year has risen by 44.35 % as compared to last year''s sales and net profit for current year has risen to 50.15 lacs, which is 4.5 times more than previous year''s profit.

DIVIDEND:

Keeping in view the fund requirements for the expansion of business activities, the directors have not recommended any dividends.

FIXED DEPOSIT

The Company has not accepted any deposit from the public within the meaning of section 58 -A of the Companies Act, 1956.

DIRECTORS:

Mr. Sham Sunder Sharma, Director of the company who retire at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

LISTING:

The company is listed with Bombay Stock Exchange Limited, Ludhiana Stock Exchange and Delhi Stock Exchange. The company is complying with all the requirements of listing agreement. The company is also regular in payment of listing fees.

PREFERENTIAL ALLOTMENT:

During the year under review the company has allotted 44,00,000 equity shares of Rs. 10 each at premium of Rs 8.50 per equity share on preferential basis after conversion of equal number of warrants. The application for the listing of the same is filled with Bombay Stock exchange.

AUDITORS:

M/s Datta Singla & Co, Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and Board recommends for their re-appointment. The company has received a letter from them that their reappointment if made would be within the limits as prescribed in the section 224 (1B).

CORPORATE GOVERNANCE REPORT:

As required under clause 49 of Listing Agreement the Corporate Governance Report along with Auditors certificate regarding compliance of conditions of corporate governance report is enclosed.

AUDIT COMMITTEE :

Pursuant to provisions of section 292A and Listing Agreement the company has constituted the audit committee. Following are the members of Audit committee:

1. Mr. Sham Sunder Sharma

2. Mr. Rohit Jain

3. Mr. Vinay Kumar Sharma

AUDITORS REPORT:

Observations in the Auditor''s Report are dealt with in the notes to the Accounts and being self explanatory needs no further explanation.

PARTICULARS OF EMPLOYEES

None of the employees is covered Under Section 217(2A) of the Companies Act ,1956 read with Companies (Particulars of Employees) Rules ,1975 as amended.

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

The company is engaged in the business of trading. Considering the nature of business the provisions relating to conservation of energy and technology absorption are not applicable to the company. The company has not incurred any expenditure or earned any income in the foreign currency during the financial year.

SUBSIDIARY COMPANIES:

Duriiig the financial year ending 31st March 2013, Tiara Jewels Private Limited has ceased to be a subsidiary of Devine Impex Limited.

DIRECTOR''S RESPONSIBILITY STATEMENT :

As required u/s 217 ( 2AA) of the companies Act ,1956 the Directors states that:

1. That in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That 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 or loss of the company for that period.

3. That Directors 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.

4. That Directors have prepared the annual accounts on going concern basis.

ACKNOWLEDGEMENT

The Board expresses its deep gratitude and thanks to its clients, bankers, associates and shareholders for their valuable contributions towards growth of the company. Your directors particularly wish to place on record their sincere appreciation for the best efforts put in by the employees towards upliftment of the company.

For Board of Directors

M/S DEVINE IMPEX LIMITED DATE :31st August 2013 Sd/-

PLACE : Mohali CHAIRMAN

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Mar 31, 2011

Dear Members,

The Directors are pleased to present their Sixteenth Annual Report for the financial year ended on 31st March 2011.

FINANCIAL RESULTS:

(Amount in Lacs)

PARTICULARS 31st March 31st March 31st March 31st March

2011 2011 2010 2010

(Consolidated)(Standalone) (Consolidated) (Standalone)

Sales 1828.08 150.94 914.26 111.17

Cost of goods sold 1441.62 146.84 740.05 108.19

Profit/(loss) before 238.53 (1.32) 103.67 (3.98)

int, dep & tax

Interest 114.82 Nil 44.21 Nil

ProfitV(loss) before 123.71 (1.32) 59.46 (3.96)

dep & tax

Depreciation 11.47 .02 3.20 .02

Profit/(loss) before 112.24 (1.34) 56.26 (3.98) tax

Tax 37.94 Nil 17.61 Nil

Net Profit/(loss) 74.30 (1.34) 37.49 (3.98)

after tax

DIVIDEND.

Keeping in view the fund requirements for the expansion of business activities, the directors have not recommended any dividends.

FIXED DEPOSIT

The Company has not accepted any deposit from the public with in the meaning of section 58-A of the Companies Act, 1956.

DIRECTORS:

Mr. Ajay K Arora and Mr. Sham Sunder Sharma, Directors of the company who retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

LISTING:

The company is listed with Bombay Stock Exchange Limited, Ludhiana Stock Exchange and Delhi Stock Exchange. It is regular in payment of listing fees and complying with other listing requirements.

AUDITORS:

M/s Datta Singla & Co., Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The company has received a letter from them that their appointment if made will be within the limits as prescribed in the section 224 (1B).

CORPORATE GOVERNANCE REPORT:

As required under clause 49 of Listing Agreement the Corporate Governance Report along with Auditors certificate regarding compliance of conditions of corporate governance report is enclosed.

AUDIT COMMITTEE :

Pursuant to provisions of section 292A and Listing Agreement the company has constituted Audit Committee of Directors.

AUDITORS REPORT:

Observation in the Auditors Report are dealt with in the notes to the Accounts and being self explanatory needs no further explanation.

PARTICULARS OF EMPLOYEES

None of the employees is covered Under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

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

The company is engaged in the business of trading. Considering the nature of business the provisions relating to conservation of energy and technology absorption are not applicable. The company has not incurred any expenditure or earned any income in the foreign currency during the financial year.

DIRECTORS RESPONSIBILITY STATEMENT :

As required u/s 217 ( 2AA) of the companies Act ,1956 the Directors states that:

1. That in the preparation of annua! accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That 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 or loss of the company for that period.

3. That Directors 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.

4. That Directors have prepared the annual accounts on going concern basis.

ACKNOWLEDGEMENT

The Board expresses its deep gratitude and thanks to its clients, bankers, associates and shareholders for their valuable contributions towards growth of the company. Your directors particularly wish to place on record their sincere appreciation for the best efforts put in by the employees towards upliftment of the company.

For Board of Directors M/S DEVINE IMPEX LIMITED

DATE : 03/09/2011 Sd/-

PLACE : Mohali CHAIRMAN

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Mar 31, 2010

Not Available