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Directors Report of Devhari Exports (India) Ltd.

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


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

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