Directors Report of Dharti Proteins Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to submit herewith their report together with the audited statement of accounts for the 20th financial year ended 31st March, 2014.

[Amount in Rs.]

PARTICULARS 2013-14 2012-13

Income from Operation NIL NIL

Total Income 9893 251925

Total Expenditure 7230328 605250

Profit/ (loss) before tax and dep. (7220435) (353325)

Provision for depreciation NIL NIL

Differed Tax (63441) (14688)

Net Profit / (Loss) after tax for the year (7156994) (338637)

Add : Balance B/F from previous year (43812241) (43473604)

Less: Earlier Year MAT Reversal NIL NIL

Profit available for appropriation NIL NIL

Balance carried to next year (50969235) (43812241)

Earnings Per Share. (0.70) (0.03)

DIVIDEND :

Due to the business needs of funds in future the directors do not recommend payment of any dividend for the financial year.

UNPAID / UNCLAIMED DIVIDEND :

The Company does not have any outstanding unpaid/unclaimed dividend which is required to be transferred to the Investors Education and Protection funds as per the provision of Section 205C of the Companies Act 1956.The Company does not have any outstanding liability on account of Interest and Principal on Deposits, Debentures or Share Application Money.

SHARE CAPITAL STRUCTURE :

During the year under review there were no changes in the Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company.

BUY BACK OF EQUITY SHARES :

The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report

YEAR UNDER REVIEW :

During the year under review the Company has earned total loss of Rs.7220435/- (Previous Year of Rs.353325) from business. After differed tax the company has earned a net loss of Rs. 7156994 /- (Previous of Rs.338637).

DEMATERIALISATION OF SECURITIES :

Your Company’s Equity shares are admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has signed tripartite Agreement through Registrar and Share Transfer Agent System Support Service. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE 248C01013.Total Share dematerialized up to 31st March 2014 were 7258702 which constitute 70.63% of total capital. Your Directors request all the shareholders to dematerialize their shareholding in the company as early as possible.

COMPLIANCE WITH THE STOCK EXCHANGE LISTING AGREEMENT :

Your company is regular in making timely compliance of all the applicable clauses of the Listing Agreement from time to time whether it is event based compliance or time bound compliance of monthly, quarterly, half yearly or yearly compliances. Your Company has already paid Annual Listing fees of the Bombay stock exchange Limited for and up to the financial year 2014-15. The same is pending for Ahmedabad Stock Exchange. The Trading in equity shares of the Company is active on the Bombay Stock Exchange Limited and the same is not suspended for penal reasons by BSE during the year. The Trading platform of the Ahmedabad Stock Exchange Limited has been suspended/ cancelled by SEBI hence, no trading is recorded. The highest, lowest, average prices recorded on the Bombay Stock Exchange on every month of the financial year 2013-14 including the volume in shares traded is separately given in other information para of Corporate Governance report attached here to. During the year your company has neither issued any shares or stock options or ESOPs or other employee benefits.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE :

The Complete Report on Corporate Governance is given as ANNEXURE-A to this report.

MANAGEMENT''S DISCUSSION AND ANALYSIS :

Management''s discussion and perceptions on existing business, future outlook of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate para in Corporate Governance Report.

DEPOSITS :

During the year under review your company has neither invited nor accepted any public deposit as defined under Section 58A of the Companies Act-1956.

DIRECTORS :

Mr. Kishorkumar P Bhatt and Mr. Alpesh Kiritbhai Patel shall retire by rotation at the ensuing Annual General Meeting as per provisions of Law. They are eligible for reappointment and have offered themselves for directorship of the company. Your directors recommend for their reappointment.

MANAGING DIRECTOR :

Mr. Dhiren K Thakkr is a Managing Director of the Company. His term as a Managing Director of the Company expires on 30th September, 2014. He has decided to leave the chair as a Managing Director. Mr. Kishorkumar P Bhatt, the Director of the Company is eligible for appointment as Managing Director for a period of 3 years. The Remuneration Committee and the Board of Directors of the Company has approved his appointment as Managing Director for a period of 3 years w.e.f. 1st October 2014 without any managerial remuneration. An Ordinary Resolution is required to be passed for approval of his reappointment for the next 3 years. The directors recommend passing necessary resolution as mentioned in the notice for the Annual General Meeting.

DISCLOUSER AS PER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULE, 2014 :

i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

Total Remuneration expenses Rs. 78,000/-

Managerial Remuneration Expenses Rs. Nil/-

Other employees Remuneration Rs 78,000/-

ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secreaty or Manager, if any in the financial year:

No remuneration is increased during the year for any of the Key Managerial Personnel, CFO, CEO, CS or Manager.

iii) The percentage increase in the median remuneration of employees in the financial year

During the year there was no increase in remuneration of any employees during the financial year.

iv) The number of permanent employees on the rolls of company; 2 (Two)

v) The explanation on the relationship between average increase in remuneration and company performance; NOT APPLICABLE as there was no increase in remuneration of any employee during the year.

vi) Comparison of the remuneration of the Key managerial personnel against the performance of the company; The KMP i.e. Managing Director is not paid any managerial Remuneration. Hence, his remuneration is not comparable inter company, intra company or inter industry as a whole.

vii) Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;

Closing Market Price of shares of Company as on 31/03/2013 Rs.4.00/-

Closing Market Price of shares of Company as on 31/03/2014 Rs.7.05/-

Earning Per share for the financial year ended on Rs.(0.03)/- 31/03/2013

Earning per share for the financial year ended on 31/03/2014 Rs.(0.07)/-

As the Company EPS is very minimal, the PE Ratio is Minimum.

viii) Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; NOT APPLICABLE as there was no increase in Remuneration of any employees of the company or the Managerial Personnel of the Company.

ix) Comparison of the each remuneration of the key managerial personnel against the performance of the company : Not Comparable.

x) The key parameters for any variable component of remuneration availed by the directors : Not Applicable

xi) The ratio of the remuneration of the highest paid director to the of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; and No employee is receiving remuneration in excess or higher than the remuneration of Director or Key Managerial Personnel.

xii) Affirmation that the remuneration is as per the remuneration policy of the company.

All remuneration of the Employees and directors are decided by Nomination & Remuneration Committee and by the Board of Directors within the organization.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the provision contained in Section 134(5) of the Companies Act 2013 (Corresponding Section 217(2AA)

of the Companies Act, 1956), the Directors of your Company confirm that in respect of the financial year 2013- 14:

A. That in the preparation of the annual accounts, as far as possible and except the Accounting Standards which are mentioned by the Auditors in their Report and the Notes to the Accounts separately, the applicable accounting standards has been followed and no material departure has been made from the same;

B. That 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 affair of the Company at the end of the financial year and of the profit or loss of the Company for that period;

C. That they have 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 for preventing and detecting fraud and other irregularities;

D. That they have prepared the annual accounts on a going concern basis.

E. The Directors, in the case of Listed Company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operative 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.

DECLARATION AS TO INDEPENDENT DIRECTORS: (Pursuant to Provisions of section 149(6) OF the Companies

Act 2013) :

All the Independent Directors of the Company do hereby declare that w.e.f. 1st April, 2014 and for the financial

year 2014-15,

(1) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a Manager or a Nominee Director.

(2) All the Independent Directors in the opinion of the Board, are persons of integrity and possesses relevant expertise and experience.

(3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate company.

(4) Who are or were not related to promoters or directors in the company, its holding, subsidiary or associate company.

(5) Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

(6) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary, or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakhs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year,

(7) Who neither himself, nor any of his relatives,

(a) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which ihe is proposed to be appointed.

(b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed of

(i) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; OR

(ii) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent, or more of the gross turnover of such firm;

(iii) Holds together with his relatives two per cent, or more of the total voting power of the company; OR

(iv) Is a Chief Executive or director, by whatever name called, or any non-profit organization that receives twenty five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; OR

(v) Who possesses such other qualifications as may be prescribed.

STATUTORY AUDITORS :

M/s Nimesh M Shah & Co., Present Statutory Auditors of the company have given their letter of consent and confirmation under section 141(1) the Companies Act 1956 for reappointment as Statutory Auditors of the Company. The Board has now proposed to appoint the Statutory Auditors for a period 1 year as per requirements of section 139 (1) of the Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014. Necessary Resolution for their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting.

INTERNAL AUDITORS :

The company is in process of appointing an independent Chartered Accountant to act as an Internal Auditor as per suggestion of auditors in order to strengthen the internal control system for the Company. However, as in the company during the previous financial year, there was no much financial transactions or trading business activities, looking to the size of the company and its business operations and transactions, the matter is being discussed with the statutory auditors on making of compliance with this requirements.

AUDITORS OBSERVATION :

There are no specific observations made by the Auditors in their report. However notes to the Accounts itself are Satisfactory and self explanatory in the nature.

a) NON PROVISIONAL OF BAD AND BOUBTFUL DEBTS :-

Company has doubtful trade receivable more than six months of Rs. 21855685/- and long term loans and advances of Rs. 49820583/- shall resulting in to increasing loss for the year and over statement of debtors and loans and advances to the extent of above amount. The Company is in process f recovering the dues from their Debtors who were in financial troubles during their bad faces. The Company is doing the business and is hopeful of recovery from such other debtors from its past dues as per the normal business practices.

b) NON PROVISION FOR PARMANENT DIMINUTION IN MARKET VALUE OF QUOTED INVESTMENT:-

This reduction in value is due to market price reduction in listed company’s share. These values continue to fluctuate frequently with the rise and fall of the capital market. The company will account for the long Capital Gains and Losses upon liquidation of investment as per the income tax Act. The management has not made provision for diminution in value of investment. Provision for permanent diminishing value of investment in unquoted investment has not been made in absence of intrinsic value of unquoted investments hence could not be written off.

c) NON RECEIPT OF CONFIRMATION OF ACCOUNT

The company has the practice of receiving confirmation from parties for sundry creditors, debtors, loan, advances and unsecured creditors if any from their respective accounts. Certain confirmations for sundry debtors, creditors, loans and advances are pending for such receipt. The company has send reminders to the concerned parties and will receive the same in due course of time. The company has not made settlement of accounts through journal entry or indirect payment.

d) INTEREST FREE LOANS/ADVANCES GRANTED TO NUMBER OF PARTIES :-

These loans and advances were granted to number of parties as interest free. The Company has granted interest free loans and advance of Rs. 12996405/- number of parties prejudicial to the interest of the company. The company has been in process of their recovery through legal process. The company is also trading business with some of the parties and through this system also the company will endeavor to recover such advances or treat the same as advance payments for procurement of goods and materials.

OTHER OBSERVATIONS :

Other observations made by the auditors are self explanatory in nature and does not required further clarification.

FORMATION OF AUDIT COMMITTEE IN COMPLIANCE TO SECTION 292 A OF THE COMPANIES ACT, 1956 AND CLAUSE 49 OF THE LISTING AGREEMENT ON CORPORATE GOVERNANCE :

In Compliance with the provisions of Section 292A of the Companies Act 1956 your company has formed an Audit Committee within the Organization consisting of 3 independent directors. An Internal Auditors have been appointed as Advisors in their professional capacity on this committee. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in Clause 49 of the Listing Agreement for implementation of code of corporate governance. The Committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purposes. The detail of powers, responsibilities and system of functioning of this committee is given in report on Corporate Governance forming part of this report.

EMPLOYEES :

There are no employees of the company who were in receipt of the remuneration of Rs.60,00,000/- annually in the Aggregate if employed for the year and in receipt of the Monthly remuneration of Rs. 5,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 being not applicable and hence not given in this report.

STATUTORY INFORMATION :

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (1) (e) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to the company hence are not given herewith. There were no foreign Exchange earnings or outgo during the year.

MATERIAL CHANGES :

Except the information given in this report, no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.

APPRECIATION :

Your Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and clients. Your Directors also keenly appreciate the dedication & commitment of all our employees, without which the continuing progress of the company would not have been possible.

PLACE : AHMEDABAD ON BEHALF OF THE BOARD OF DIRECTORS DATE : 2nd AUGUST 2014 OF DHARTI PROTEINS LIMITED

(DHIREN K THAKKAR) CHAIRMAN & MANAGING DIRECTOR (DIN : 00610001)

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Mar 31, 2013

To, The Members of DHARTI PROTEINS LIMITED

Ahmedabad.

Dear Shareholders,

The Directors are pleased to present the 19th Annual Report together with Audited Financial Accounts for the year ended 31st March, 2013:

FINANCIAL RESULTS :

During the year, the company has earned income of Rs 266613/-. The Company has during the year incurred administrative expenditure of Rs. 605250/- (Previous year was of Rs. 2554903/-). After making provision for depreciation of Rs. 1161 (Previous year was of Rs. 2405/-), the company incurred a loss of Rs. 338636.00 (Previous year loss of Rs. 679031/-).After making necessary adjustments for prior period expenses and exceptional and extra ordinary items and taxes, a Net Loss of Rs. 338636/- (Previous year of Rs. 3192977 /-) is carried to Balance sheet.

DIVIDEND :

In the view of carried forward losses, your directors do not recommend any dividend for the year under review. TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND OR OTHER DUES :

The Company does not have any amount lying with it as Unpaid/ Unclaimed Dividend which is required to be transferred to the General Revenue Account of Government of India as per provisions of Section 205C of the Act. The Company does not have any outstanding liabilities on account of Interest or Principal of matured / accrued and unpaid/ unclaimed amount of Deposits, Debentures or other such amounts.

CAPITAL STRUCTURE :

There was no change in the Authorized, issued, subscribed or paid up share capital of the company during the year under review.

BUY BACK OF SHARES :

The Company has not made any Buy back of its equity shares during the year as per provisions of section 77, 77A or other provisions of the Act. The board further report that no such liabilities on account of buy back of shares if any declared in the past are outstanding.

DEMATERIALIZATION OF SHARES :

The ISIN allotted to the company is INE248C01013. The Company''s shares are available for dematerialization with both the depositories ie. NSDL and CDSL. The directors recommend to dematerialize the shareholding by every shareholders as the trading in shares on stock exchange is compulsorily required to be done in demat mode only.

SEGMENTWISE REPORTING AS-17 :

The company is operating only in one segment of manufacturing and selling distributing of the edible and non edible oil, castor oil and sale castor oil and it''s by product De-oiled Cakes. Hence no separate Segment wise Accounting is required and given herewith.

RELATED PARTY TRANSACTION AS - 18 :

The company has granted interest free loan to 5 companies, 2 firm. In respect to of the said loan, the maximum amount outstanding at any time during the year is Rs. 179.36 Lacs and year end balances are is Rs. 132.70 Lacs. The Company has also taken unsecured loan of Rs. 36.47 Lacs from other parties. However proper disclosure has been made in the notes to the Accounts Schedules.

INFORMATION PURSUANT TO THE LISTING AGREEMENT AND SEBI CIRCULAR NO.SMDRP/CIR-14/98 DATED APRIL 29TH, 1998 :

The company''s shares are at present Listed on Ahmedabad and Mumbai Stock Exchanges. The company has duly paid the annual listing fees up to the including the year 2012-2013 i.e. up to 31.03.2013 for the stock exchange of Mumbai. The company is not paying the annual listing fees for the Ahmedabad Stock Exchange due to NO trading facilities available on the said stock exchange, Due to financial losses; the company has not made provision of fees payable to stock exchange, Ahmedabad. The company''s trading is suspended on the stock exchange, Mumbai.

The company is regular in submitting all quarterly and other compliances as per listing agreement. The company''s shares are currently being traded on the Bombay Stock Exchange.

CORPORATE GOVERNANCE :

Report on Corporate Governance and management discussion and analysis as required vide Clause-49 of the Listing Agreement along with Management Discussion and Analyses report, Auditors Certificate are annexed to this report.

DEPOSITS :

The company has accepted Deposit from the public in violation of section 58A and 58AA of the Companies Act 1956 and Companies (Acceptance of deposits) Rule 1975 with regard to acceptance and payment of deposits from public.

DIRECTORS :

Mr. Vinodchandra Pandya retires by rotation at the ensuing Annual General meeting.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the provisions of Section - 217(AA) of the Companies Act, 1956, your Directors declare that:

i) In preparation of the annual accounts, as far as possible and except to the extent if any accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are responsible 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 after the profit or loss of the company for that period;

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

iv) The Directors had prepared the annual accounts on a going concern basis.

PARTICULARS AS REQUIRED UNDER SECTION 217(1)(E) :

a) Conservation of Energy: -NIL- (As the company is not in operations throughout the year)

b) Technology Absorption: In the view of the business activity, the question of technology absorption does not arise.

c) There are no foreign exchange earnings and outgo during the year.

PARTICULARS OF EMPLOYEES :

There are no employees in the company drawing salary/ remuneration in excess of the limits specified in the rules, hence, the statement as required under Section - 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 has not been furnished.

APPOINTMENT OF INTERNAL AUDITOR :

The company is in process of appointing an independent Chartered Accountant to act as an Internal Auditors as per suggestion of auditors in order to strengthen the internal control system for the company.

AUDITORS OBSERVATION :

The notes to the Accounts of the company are self explanatory. However the explanation and clarification from the board of Directors on the specific observation made by the Auditors in their report are as under:

(1) NON PROVISIONAL OF BAD AND DOUBTFUL DEBTS :

The company has outstanding Debtors for more than six months of Rs. 2,18,55,685/- and long term loans and advances of Rs. 50156083/- shall resulting in to increasing loss for the year and over statement of debtors and loans and advances to the extent of above amount. The Company is in process of recovering the dues from its Debtors who were in financial troubles during their bad faces. The company is doing the business and is hopeful of recovery from such other debtors from its past dues as per the normal business practices.

(2) NON PROVISIONAL FOR PEMANENT DIMINUTION IN MARKET VALUE OF QUOTED INVESMENT :

Investment is held Long term investment. This reduction in value is due to market price reduction in listed company''s share. These values continue to fluctuate frequently with the rise and fall of the capital market.

The company will account for the long Capital Gains or Losses upon liquidation of investment as per the income tax act. The management has not made provision for diminution in value of investment. Provision for permanent diminishing value of investment in unquoted investment has not been made in absence of intrinsic value of unquoted investments hence could not be written off.

(3) NON RECEIPT OF CONFIRMATION OF ACCOUNT :

The company has the practice of receiving confirmation from parties for sundry creditors, debtors, loan, advances and unsecured creditors if any from their respective accounts. Certain confirmations for sundry debtors, creditors, loans and advances are pending for such receipt. The company has send reminders to the concerned parties and will receive the same in due course of time. The company has not made settlement of accounts through journal entry or indirect payment.

(4) INTEREST FREE LOANS/ADVANCES GRANTED TO NUMBER OF PARTIES :

These loans and advances were granted to number of parties as interest free. The company has been in process of their recovery through legal process. The company is also trading business with some of the parties and through this system also the company will endeavor to recover such advances or treat the same as advance payments for procurement of goods and materials.

OTHER OBSERVATION :

Company has not followed AS-13 for permanent reduction in value of long term investments. Other observations made by the auditors are self explanatory in nature and does not required further clarification.

FORMULATION OF AUDIT COMMITTEE IN COMPLIANCE WITH THE PROVISIONS OF SECTION 292A OF THE COMPANIES ACT 1956.

The company has formed an audit committee within the organization under the Chairmanship of Mr. Vinodchandra Pandya an independent director. The committee consists of 3 independent directors who are not in any way related or interested with the promoters or the management. The company has also appointed professionals as advisors in this committee. The terms and reference of scope of work for the committee is as per clause 45 of listing agreement on code for corporate governance. Further details are given in complete report of corporate governance in Annexure-A to this report.

STATUTORY INFORMATION :

The statutory information relating to the conservation of Energy, technology Absorption, Adaption, Research & Development, Foreign Exchange Earning and outgo required to be as per the provision section 2l7(1)(e) of the companies act-1956 and the companies (Disclosure of particulars in the report of Board of directors) Rules 1988 are not applicable to the company hence not given here with.

MATERIAL CHANGES :

No material changes have taken place since the closure of the financial accounts up to the date of this report which may substantially affect the financial performance or the state of affairs of the company.

ACKNOWLEDGEMENT :

Your directors take on record and acknowledge the devotion made and hard work put by its advisors, consultants, bankers, various government authorities, stock exchanges, professionals and all other persons, institutions associated with the company at all levels.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Date : 2nd September, 2013 DHIREN K. THAKKAR

Place : Ahmadabad CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2012

To, The Members of DHARTI PROTEINS LIMITED Ahmedabad

Dear Shareholders,

The Directors are pleased to present the 18th Annual Report together with Audited Financial Accounts for the year ended 31st March, 2012 :

FINANCIAL RESULTS :

During the year, the company has earned operational income of Rs. 17,91,400. The Company has also earned other income by way of interest Rs. 84,472. The Company has during the year incurred administrative expenditure of Rs. 5,04,633/- (Previous year was of Rs. 4,85,318/-). After making provision for depreciation of Rs. 2,405 (Previous year was of Rs. 4,152/-), the company incurred a net loss of Rs. 31,92,977/- (Previous year loss of Rs. 2,86,780/-). After making necessary adjustments for prior period expenses and exceptional and extra ordinary items and taxes, a Net Loss of Rs. 31,92,977/- (Previous year of Rs. 2,86,780/-) is carried to Balance sheet.

DIVIDEND :

In the view of carried forward losses, your directors do not recommend any dividend for the year under review. TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND OR OTHER DUES :

The Company does not have any amount lying with it as Unpaid/ Unclaimed Dividend which is required to be transferred to the General Revenue Account of Government of India as per provisions of Section 205C of the Act. The Company does not have any outstanding liabilities on account of Interest or Principal of matured / accrued and unpaid/ unclaimed amount of Deposits, Debentures or other such amounts.

CAPITAL STRUCTURE :

There was no change in the Authorized, issued, subscribed or paid up share capital of the company during the year under review

BUY BACK OF SHARES :

The Company has not made any Buy back of its equity shares during the year as per provisions of section 77, 77A or other provisions of the Act. The board further report that no such liabilities on account of buy back of shares if any declared in the past are outstanding.

DEMATERIALIZATION OF SHARES :

67.37 % of the Company's Equity Share Capital is dematerialized as on 31st March, 2012, by the members of the Company through CDSL and NSDL. The ISIN allotted to your company is INE248C01013. Your Company's shares are now available for dematerialization with both the depositories. Your directors recommend to dematerialize the shareholding by every shareholders as the trading in shares on stock exchange is compulsorily required to be done in demat mode only.

SEGMENTWISE REPORTING AS-17 :

The company is operating only in one segment of manufacturing and selling distributing of the edible and non edible oil, castor oil and sale castor oil and it's by product De-oiled Cakes. Hence no separate Segment wise Accounting is required and given herewith.

RELATED PARTY TRANSACTION AS - 18 :

The company has granted interest free loan to 4 companies, 1 firm. In respect to of the said loan, the maximum amount outstanding at any time during the year is Rs. 173.35 Lacs and year end balances are is Rs. 134.94 Lacs. The Company has also taken unsecured loan of Rs. 5.86 Lacs from other parties. However proper disclosure has been made in the notes to the Accounts Schedules.

INFORMATION PURSUANT TO THE LISTING AGREEMENT AND SEBI CIRCULAR NO.SMDRP/CIR-14/98 DATED APRIL 29TH, 1998 :

The company's shares are at present Listed on Ahmedabad and Mumbai Stock Exchanges. The company has duly paid the annual listing fees up to the including the year 2011-2012 i.e. up to 31.03.2012 for the stock exchange of Mumbai. The company is not paying the annual listing fees for the Ahmedabad Stock Exchange due to NO trading facilities available on the said stock exchange, Due to financial losses; the company has not made provision of fees payable to stock exchange, Ahmedabad. The company's trading is suspended on the stock exchange, Mumbai. The company is regular in submitting all quarterly and other compliances as per listing agreement. The company's shares are currently being traded on the Bombay Stock Exchange.

CORPORATE GOVERNANCE :

Report on Corporate Governance and management discussion and analysis as required vide Clause-49 of the Listing Agreement along with Management Discussion and Analyses report, Auditors Certificate are annexed to this report.

DEPOSITS :

The company has accepted Deposit from the public in violation of section 58A and 58AA of the Companies Act 1956 and Companies (Acceptance of deposits) Rule 1975 with regard to acceptance and payment of deposits from public.

DIRECTORS :

Mr. Vinodchandra Pandya retires by rotation at the ensuing Annual General meeting. Your directors recommend to appoint him by passing requisite resolutions as proposed in the Notice. Mr. Alpesh K. Patel, Mr. Rao Kamalkant and Mr. Radheshyam Rampal Lodh, were appointed as Additional Director by the Board on 15/02/2012. They hold office as such only up to the date of ensuing Annual General Meeting. However the company has received notices from some members along with requisite deposit proposing their candidature as directors. Accordingly a resolution proposing to appoint them as regular directors of the company is proposed to be passed. Your directors recommend to pass the same with requisite majority.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the provisions of Section - 217(AA) of the Companies Act, 1956, your Directors declare that:

i) In preparation of the annual accounts, as far as possible and except to the extent if any accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are responsible 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 after the profit or loss of the company for that period;

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

iv) The Directors had prepared the annual accounts on a going concern basis.

PARTICULARS AS REQUIRED UNDER SECTION 217(1)(E) :

a) Conservation of Energy: -NIL- (As the company is not in operations throughout the year)

b) Technology Absorption: In the view of the business activity, the question of technology absorption does not arise.

c) There are no foreign exchange earnings and outgo during the year.

PARTICULARS OF EMPLOYEES :

There are no employees in the company drawing salary/ remuneration in excess of the limits specified in the rules, hence, the statement as required under Section - 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 has not been furnished.

APPOINTMENT OF INTERNAL AUDITOR :

The company is in process of appointing an independent Chartered Accountant to act as an Internal Auditors as per suggestion of auditors in order to strengthen the internal control system for the company.

AUDITORS OBSERVATION :

The notes to the Accounts of the company are self explanatory. However the explanation and clarification from the board of Directors on the specific observation made by the Auditors in their report are as under:

(1) NON PROVISIONAL OF BAD AND DOUBTFUL DEBTS :

The company has outstanding Debtors for more than six months of Rs. 2,38,71,630/- and long term loans and advances of Rs. 4,28,11,313/- shall resulting in to increasing loss for the year and over statement of debtors and loans and advances to the extent of above amount. The Company is in process of recovering the dues from its Debtors who were in financial troubles during their bad faces. The company is doing the business and is hopeful of recovery from such other debtors from its past dues as per the normal business practices.

(2) NON PROVISIONAL FOR PEMANENT DIMINUTION IN MARKET VALUE OF QUOTED INVESMENT :

Investment is held Long term investment. This reduction in value is due to market price reduction in listed company's share. These values continue to fluctuate frequently with the rise and fall of the capital market. The company will account for the long Capital Gains or Losses upon liquidation of investment as per the income tax act. The management has not made provision for diminution in value of investment. Provision for permanent diminishing value of investment in unquoted investment has not been made in absence of intrinsic value of unquoted investments hence could not be written off.

(3) NON RECEIPT OF CONFIRMATION OF ACCOUNT :

The company has the practice of receiving confirmation from parties for sundry creditors, debtors, loan, advances and unsecured creditors if any from their respective accounts. Certain confirmations for sundry debtors, creditors, loans and advances are pending for such receipt. The company has send reminders to the concerned parties and will receive the same in due course of time. The company has not made settlement of accounts through journal entry or indirect payment.

(4) INTEREST FREE LOANS/ADVANCES GRANTED TO NUMBER OF PARTIES :

These loans and advances were granted to number of parties as interest free. The company has been in process of their recovery through legal process. The company is also trading business with some of the parties and through this system also the company will endeavor to recover such advances or treat the same as advance payments for procurement of goods and materials.

OTHER OBSERVATION :

Company has not followed AS-13 for permanent reduction in value of long term investments. Other observations made by the auditors are self explanatory in nature and does not required further clarification.

FORMULATION OF AUDIT COMMITTEE IN COMPLIANCE WITH THE PROVISIONS OF SECTION 292A OF THE COMPANIES ACT 1956.

The company has formed an audit committee within the organization under the Chairmanship of Mr. Vinodchandra Pandya an independent director. The committee consists of 3 independent directors who are not in any way related or interested with the promoters or the management. The company has also appointed professionals as advisors in this committee. The terms and reference of scope of work for the committee is as per clause 45 of listing agreement on code for corporate governance. Further details are given in complete report of corporate governance in Annexure- A to this report.

Audit committee has been reconstituted on 9th March 2010 as under

Mr. Vinodchandra Pandya Chairman, Mr. Radheshyam Rampal Lodh & Mr. Kishor Bhatt as member of the committee. STATUTORY INFORMATION :

The statutory information relating to the conservation of Energy, technology Absorption, Adaption, Research & Development, Foreign Exchange Earning and outgo required to be as per the provision section 217(1 )(e) of the companies act-1956 and the companies (Disclosure of particulars in the report of Board of directors) Rules 1988 are not applicable to the company hence not given here with.

MATERIAL CHANGES :

No material changes have taken place since the closure of the financial accounts up to the date of this report which may substantially affect the financial performance or the state of affairs of the company.

ACKNOWLEDGEMENT:

Your directors take on record and acknowledge the devotion made and hard work put by its advisors, consultants, bankers, various government authorities, stock exchanges, professionals and all other persons, institutions associated with the company at all levels.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Date : 5th September, 2012 DHIREN K. THAKKAR

Place : Ahmedabad CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2011

To The Members of DHARTI PROTEINS LIMITED

The Directors are pleased to present the 17th Annual Report together with Audited Financial Accounts for the year ended 31st March, 2011:

01. PARTICULARS FOR THE YEAR FOR THE YEAR ENDED ON ENDED ON 31/03/2011 31/03/2010

Sales Income 10642944 27124995

Other Income 776708 730172

Increase/(Decrease) in stock 0 0

Total Income 11419652 27855167

Total Expenditure 11702638 28557797

P/L before Tax (282986) (702630)

Prior Period income/(Expenses) (4787) (340)

Provision for Deferred Tax (993) 4969213

Net Profit / Loss After Tax (286780) (5672183)

Previous Year Debit Balance (39993846) (34321663)

Balance Carried to B/S (40280626) (39993846)

02. During the year under review the income was 114.19 lacs as compared to previous year of 278.55 lacs. Your Company has incurred loss of 2.86 Lacs during the financial year as compared to loss of 56.72 lacs in the previous financial year. The income was affected by heavy administrative expense and financial expense. Your directors are hopeful to achieve better results in future.

Your Directors do not recommend any dividend.

During the year, the name of the Company has been changed from Devika Proteins Limited to "DHARTI PROTEINS LIMITED" as approved by the members by passing a resolution in the EGM held on 30th June, 2011 and as confirmed vide fresh certificate of Incorporation consequent upon change of the name issued by the Registrar of Companies, Gujarat dated 22nd July, 2011

BUY BACK OF SHARES:

Your director had not declared or announced or completed any procedure for Buy Back of its own shares during the year under as per the provision of the section 77A 77AA and 77B of the companies Act 1956.Further, No Buy back of Shares if any earlier years are still pending for implementation.

SEGMENTWISE REPORTING AS-17:

The company is operating only in one segment of manufacturing and selling distributing of the edible and non edible oil, castor oil and sale castor oil and it's by product De-oiled Cakes. Hence no separate Segment wise Accounting is required and given herewith.

RELATED PARTY TRANSACTION AS- 18:

The company has been buying raw material and selling some of the finished products, by products through its Group /Associates concern in which Directors or any of their relatives are either partner/ proprietors. All these business transaction are being done at the prevailing market prices on commercial terms and condition not favorable to any of the parties. There has been no contractual obligation between any of the parties. There has been no contractual obligation between any of the related parties with the company to execute or enter in to any specific business transactions. However proper disclosure has been made in NOTE NO. 10 to the notes to the Accounts Schedules.

INFORMATION PURSUANT TO THE LISTING AGREEMENT AND SEBI CIRCULAR NO.SMDRP/CIR-14/98 DATED APRIL 29 TH, 1998:

The company's shares are at present Listed on Ahmedabad and Mumbai Stock Exchanges. The company has duly paid the annual listing fees up to the including the year 2010-2011 i.e. up to 31.03.2012 for the stock exchange of Mumbai. The company is not paying the annual listing fees for the Ahmedabad Stock Exchange due to NO trading facilities available on the said stock exchange, Due to financial losses; the company has not made provision of fees payable to stock exchange, Ahmedabad. The company's trading is suspended on the stock exchange, Mumbai. The company is regular in submitting all quarterly and other compliances as per listing agreement. The company's shares are currently being traded on the Bombay Stock Exchange.

APPOINTMANT OF INTERNAL AUDITOR:

The company is in process of appointing an independent Chartered Accountant to act as an Internal Auditors as per suggestion of auditors in order to strengthen the internal control system for the company.

03. AUDITORS OBSERVATION :

The notes to the Accounts of the company are self explanatory. However the explanation and clarification from the board of Directors on the specific observation made by the Auditors in their report are as under:

(A) NON PROVISIONAL OF BAD AND DOUBTFUL DEBTS :

The company has outstanding Debtors for more than six months of Rs.2,38771T630/- for the year ended on 31/03/2011. The Company is in process of recovering the dues from its Debtors who were in financial troubles during their bad faces. The company is doing the business and is hopeful of recovery from such other debtors from its past dues as per the normal business practices. In addition the company is engaged in the business of agriculture products so payment are due or payable on the basis of quality of products so closing of debtors are accounted properly at the time of settlement of claims.

(B) NON PROVISIONAL FOR PEMANENT DIMINUTION IN MARKET VALUE OF QUOTED INVESMENT:

Investment is held Long term investment. This reduction in value is due to market price reduction in listed company's share. These values continue to fluctuate frequently with the rise and fall of the capital market. The company will account for the long Capital Gains or Losses upon liquidation of investment as per the income tax act. The management has not made provision for diminution in value of investment. Provision for permanent diminishing value of investment in unquoted investment has not been made in absence of intrinsic value of unquoted investments hence could not be written off.

(C) NON RECEIPT OF CONFIRMATION OF ACCOUNT:

The company has the practice of receiving confirmation from parties for sundry creditors, debtors, loan, advances and unsecured creditors if any from their respective accounts. Certain confirmations for sundry debtors, creditors, loans and advances are pending for such receipt. The company has send reminders to the concerned parties and will receive the same in due course of time. The company has not made settlement of accounts through journal entry or indirect payment.

(D) INTEREST FREE LOANS/ADVANCES GRANTED TO NUMBER OF PARTIES:

These loans and advances were granted to number of parties as interest free long back before few years. The company has been in process of their recovery through legal process. The company is also trading business with some of the parties and through this system also the company will endeavor to recover such advances or treat the same as advance payments for procurement of goods and materials.

(E) GROUP/ASSOCIATE COMPANY TRANSACTIONS AND RELATED PARTY TRANSACTION:

The company is doing business of purchase, sale and job basis manufacturing through its Group/Associate Companies. Total transactions during the year have been properly given in notes to the Accounts. The Advances are being paid to some of the parties for procurement of goods on cash basis from open market so as to avail good profit margin. The commodity market particularly for Guar Seed, Castor Oil and Castor Seeds have become very fluctuating now days in the international market scenario as well as opening of the future and forward market transactions through Multi Commodity Exchanges in India. The prices for the products move drastically in even intraday transactions. The companies rely on transaction prices through the daily highest and lowest prices of the commodity in the market on daily basis and compare it with the actual transaction prices. All the sale and purchase of the goods transactions done through group/associate companies, firms were duly recorded in the registers maintained u/s. 301 of the Companies Act, 1956.

(F) INDISPUTED TAX AND STATUTORY LIABILITIES:

The company is arranging to pay the sales tax liability on priority upon surplus cash generation.

(G) NON PROVISION OF GRATUITY AND RETIREMENT TAX BENEFITS.

The company's employee strength is very thin. The provisions for Provident Fund, Super Annuation, Pension and ESIC are not applicable to the company. The company has no agreements with any of the labors/employees and no such contractual liabilities are arising. No employee has put in the ser ices eligible for gratuity benefits. The company has paid salary, leave encashment or staff welfare benefits on festival season which is accounted on cash basis as this is not a contractual liability. Accordingly no provision for gratuity is not made in the accounts.

04. OTHER OBSERVATION :

Other observations made by the auditors are self explanatory in nature and does not required further clarification.

05. FORMULATION OF AUDIT COMMITTEE IN COMPLIANCE WITH THE PROVISIONS OF SECTION 292A OF THE COMPANIES ACT 1956.

The company has formed an audit committee within the organization under the Chairmanship of Mr. Vinodchandra Pandya an independent director. The committee consists of 3 independent directors who are not in any way related or interested with the promoters or the management. The company has also appointed professionals as advisors in this committee. The terms and reference of scope of work for the committee is as per clause 45 of listing agreement on code for corporate governance. Further details are given in complete report of corporate governance in Annexure-A to this report.

Audit committee has been reconstituted on 9th March 2010 as under Mr. Vinod- chandra Pandya Chairman, Mr. Bachubhai Patel & Mr. Kishor Bhattas Member of the committee.

06. STATUTORY INFORMATION :

The statutory information relating to the conservation of Energy, technology Absorption, Adapt ion, Research & Development, Foreign Exchange Earning and outgo required to be as per the provision section 217(1 )(e) of the companies act-1956 and the companies (Disclosure of particulars in the report of Board of directors) Rules 1988 are not applicable to the company hence not given here with.

07. MATERIAL CHANGES:

No material changes have taken place since the closure of the financial accounts up to the date of this report which may substantially affect the financial performance or the state of affairs of the company.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Date: 2nd September, 2011

Place: Ahmedabad DHIREN K. THAKKAR

CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2010

The Directors have pleasure in presenting their SIXTEENTH ANNUAL REPORT together with the annual Audited Accounts ofthe Company for the year ended on 3Lday of March 2010.

FTNICIAL HIGHLIGHTS:

During the period from 1st April 2009 to 31st March, 2010 of financial Year 2009-10 the financial operational results of the Company is as follows:

PARTICULARS FOR THE YEAR FOR THE YEAR

ENDED ON ENDED ON

31/03/2010 31/03/2009

Sales Income 27124995 5471577

Other Income 730172 541049

Increase/(Decrease) in stock 0 (1048074)

Total Income 27855167 4964552

Total Expenditure 28557797 4767584

P/L before Tax (702630) 196968

Prior Period income/(Expenses) (340) 0

Less: Income tax Written off (back) 0 0

Provision for Deferred Tax 4969213 81734

Provision for MAT 0 20291

Provision For Fringe Benefit Tax 0 0

Net Profit / Loss After Tax (5672183) 94943

Previous Year Debit Balance (34321663) (34416606)

Balance Carried to B/S (39993846) (34321663)

Average Number of Shares 10277200 10277200

Basic/Duties Earning Per Share 0 0



DIVIDEND :

As per company has not earned huge profit during the year under review and due to the accumulated losses your Directors regret for their inability to declare any amount as dividend to be paid.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND :

Your company has no liability of outstanding/ unpaid / unclaimed / dividend, interest on debentures, deposits, share application money or any interest on such amount which is required to be transferred to Investors Education and protection fund as per section 205C of the Companies Act 1956.

SHARE CAPITAL DURING THE YEAR:

During the year under review your directors have not issued any Equity or preference shares to any person. There has been no change in the issued, subscribed, and paid up capital of the Company during the year under review.

BUY BACK OF SHARES :

Your director had not declared or announced or completed any procedure for Buy Back of its own shares during the year under as per the provision of the section 77A77AAand 77B of the companies Act 1956.Further, No Buy back of Shares if any earlier years are still pending for implementation.

YEAR UNDER REVIEW:

Duri ng the year under review your company was engaged in the business of trading of Guar Seeds. The Company was also engaged in the future option of the commodity market to make hedge of stocks on hand and to earn profit from speculative market. Sales income during the year was Rs. 27,124,995/- ( Previous Year Rs. 54,71,577/-) and other income of Rs. 7,30,172/- (Previous Year Rs. 5,41,049/-). After deducting all manufacturing, administrative, selling distribution expenses and financial charges, provision for depreciation etc. of Rs. 4,152/- (Previous Year Rs. 2,07,324/-). After making provision for deferred tax liability, and other prior period adjustments, your company has suffered a net loss of Rs. 56,72,183/- (Previous Year net profit of Rs. 94,943/-) which is carried to balance sheet. Your directors wish to note that total accumulated losses at the year end was Rs. 3,43,21,910/-. (Previous Year accumulated loss was Rs. 3,44,16,606/-) which is less than 50% of the net worth of the company and as such the company is not a sick company.

SEGMENTWISE REPORTING AS-17 :

The company is operating only in one segment of manufacturing and selling distributing of the edible and non edible oil, castor oil and sale castor oil and its by product De-oiled Cakes. Hence no separate Segment wise Accounting is required and given herewith.

RELATED PARTY TRANSACTION AS- 18 :

The company has been buying raw material and selling some of the finished products, by products

through its Group / Associates concern in which Directors or any of their relatives are either partner/ proprietors All these business transaction are being done at the prevailing market prices on commercial terms and condition not favorable to any of the parties. There has been no contractual obligation between any of the parties. There has been no contractual obligation between any of the related parties with the company to execute or enter in to any specific business transactions. However proper disclosure has been made in NOTE NO. 10 to the notes to the Accounts Schedules.

FOREIGN EXCHANGE EARNING AND OUTGO :

During the year under review the company had note done any import/export business and the total foreign exchange earning and outgo was NIL during year.

INFORMATION PURSUANT TO THE LISTING AGREEMENT AND SEBI CIRCULAR NO.SMDRP/CIR-14/98 DATED APRIL29th , 1998:

The companys shares are at present Listed on Ahmedabad and Mumbai Stock Exchanges. The company has duly paid the annual listing fees up to the including the year 2010-201 lie. up to 31.03.2011 for the stock exchange of Mumbai. The company is not paying the annual listing fees for the Ahmedabad Stock Exchange due to NO trading facilities available on the said stock exchange, Due to financial losses, the company has not made provision of fees payable to stock exchange, Ahmedabad. The Company has taken effective steps to lift the suspension of trading at the companys shares are now being traded since April, 2010 at the Mumbai Stock Exchange.

DEMATERIALIZATION OF SECURITIES:

SEBI has identified the securities of the company of compulsory trading in the Dematerialization form w.e.f.26th February 2001 by all investors on all the stock Exchanges. In compliance with the same and to facilitate the shareholders, the company has already made arrangement to enter in to the Tripartite Agreement with NSDL and CDSL. The investors are requested to take a note of the same and dematerialize their holding as early as possible. The ISIN Number allotted to your company is INE 248 C 01013. Company has also appointed Link Intime India Pvt. Ltd. 211, Sudershan Complex, Nr. Mithakhali Six Roads, Ellisbridge, Ahmedabad - 380 006. in place of System Support Services -Mumbai as RTA agent of the company.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE :

The chairman of the company is Executive Managing Director. The company has 3 independent directors which is more than 50% of the total strength of the Board as per requirements. The Company has formed and implemented a system of corporate governance within the company. ADetailed report is given in separate annexure forming part of this report.

DEPOSITS:

During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under Section 58 A of the Companies Act, 1956.

DIRECTORS:

Mr. Dhiren K. Thakkar retires by rotation at the ensuring Annual General Meeting and being eligible otters him self for re-appointment. Your Directors recommends his re-appointment.

Mr. Kishor P. Bhatt was appointed as additional director of the company in the board meeting held on 9th March, 2010. The company has received notice in pursuance of Section 257 of the companies Act, 1956 together with necessary deposit from member of the company signifying his intention to purpose them as Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provision contained in section 217 (2AA) of the companies Act, 1956,the directors of your company confirm;

(A) That in the preparation of the annual account for the financial year ended on 31/03/2010 the applicable accounting standards has been followed.

(B) That they have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a taie and fair view of the state of affair of the company at the end of the financial year and of the profit or loss of the company for the year under review.

(C) That they have taken proper and sufficient care for the maintenances of adequate accounting record in accordance with the provision of this Act for safeguarding the assets of the company for preventing and detecting fraud and other irregularities;

And

(D) That they have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS:

M/s Nimesh M. Shah & Co. Chartered Accountants, Ahmedabad the retiring Statutory Auditor hold office of the Auditors Up to the date of this AGM as per the provision of the Act. The company has received a letter from the said Auditors to the effect that their appointment shall be within the limits laid down under Section 224( IB) of the companies Act. A resolution proposing their reappointment as the

regular Auditors of the Company for the period from the conclusion of this Annual General Meeting up to the conclusion of the next AGM is required to be passed. Your directors recommend passing the said resolution.

APPOINTMANT OF INTERNAL AUDITOR:

The company is in process of appointing an independent Chartered Accountant to act as an Internal Auditors as per suggestion of auditors in order to strengthen the internal control system for the company.

AUDITORS OBSERVATUION:

The notes to the Accounts of the company are self explanatory. However the explanation and clarification from the board of Directors on the specific observation made by the Auditors in their report are as under:

(1) NON PROVISIONALOF BAD AND DOUBTFULDEBTS :

The company has outstanding Debtors for more than six months of Rs. 1,40,37,980/- for the year ended on 31/03/2010. The Company is in process of recovering the dues from its Debtors who were in financial troubles during their bad faces. The company is doing the business and is hopeful of recoveiy from such other debtors from its past dues as per the normal business practices. In addition the company is engaged in the business of agriculture products so payment are due or payable on the basis of quality of products so closing of debtors are accounted properly at the time of settlement of claims.

(2) NON PROVISIONAL FOR PEMANENT DIMINUTION IN MARKET VALUE OF QUOTED INVESMENT:

Investment is held Long term investment This reduction in value is due to market price reduction in listed companys share. These values continue to fluctuate frequently with the rise and fall of the capital market. The company will account for the long Capital Gains or Losses upon liquidation of investment as per the income tax act. The management has not made provision for diminution I value of investment. Provision for permanent diminishing value of investment in unquoted investment has not been made in absence of intrinsic value of unquoted investments hence could not be written off.

(3) NON RECEIPT OF CONFIRMATION OFACCOUNT:

The company has the practice of receiving confirmation from parties for sundry creditors, debtors, loan, advances and unsecured creditors if any from their respective accounts. Certain confirmations for sundry debtors, creditors, loans and advances are pending for such receipt. The

company will receive the same in due course of time. The company has not made settlement of accounts through j ournal entry or indirect payment.

(4) INTEREST FREE LOANS/ADVANCES GRANTED TO NUMBER OF PARTIES:

These loans and advances were granted to number of parties as interest free long back before 5 years. Tire company has been in process of their recovery through legal process. Tire company is also trading business with some of the parties and through tliis system also the company will endeavor to recover such advances or treat the same as advance payments for procurement of goods and materials.

(5) GROUP/ASSOCIATE COMPANYTRANSACTIONSAND RELATED PARTY TRANSACTION:

The company is doing business of purchase, sale and job basis manufacturing through its Group/Associate Companies. Total transactions during the year have been properly given in notes to the Accounts. Tire Advances are being paid to some of the parties for procurement of goods on cash basis from open market so as to avail good profit margin. The commodity market particularly for Guar Seed, Castor Oil and Castor Seeds have become very fluctuating now days in the international market scenario as well as opening of the future and forward market transactions through Multi Commodity Exchanges in India. Tire prices for the products move drastically even intra day transactions. The companies rely on transaction prices through the daily highest and lowest prices of the commodity in the market on daily basis and compare it with the actual transaction prices. All the sale and purchase of the goods transactions done through group/associate companies, firms were duly recorded in the registers maintained u/s. 301 of the Companies Act. 1956.

(6) INDISPUTED TAX AND STATUTORY LIABILITIES :

The company had Municipal Tax Liability for the year 2008-2009. However, the company has settled the entire disputed and undisputed liability and paid up this liability in the year June, 2009 (FY. 2009-10). The company is arranging to pay the sales tax liability.

(7) NON PROVISION OF GRATUITY AND RETIREMENT TAX BENEFITS.

The companys employee strength is very thin. The provisions for Provident Fund, Super Annulations, Pension and ESIC are not applicable to the company The company has no agreements with any of the labors/employees and no such contractual liabilities are arising. No employee has put in the services eligible for gratuity benefits. The company has paid salary, leave encashment or staff welfare benefits on festival season which is accounted on cash basis as this is not a contractual liability. Accordingly no provision for gratuity is not made in the accounts.

OTHER OBSERVATION.

Other observations made by the auditors arc self explanatory in nature and does not required further clarification.

FORMULATION OF AUDIT COMMITTEE IN COMPLIANCE WITH THE PROVISIONS OF SECTION 292AOFTHE COMPANIES ACT 1956.

The company has formed an audit committee within the organization under the Chairmanship of Mr. Vinodchandra Pandya.. an independent director. The committee consists of 3 independent directors who are not in any way related or interested with the promoters or the management. The company has also Appointed professionals as advisors in this committee. The terms and reference of scope of work for the committee is as per clause 45 of listing agreement on code for corporate governance. Further details are given in complete report of corporate governance in Annexure-A to this report.

Audit committee has been reconstituted on 511 April 09 as under Mr. Vinodchandra Pandya Chairman. Mr Bachubhai Patel & Mr KishorBhatt are Member of the committee

EMPLOYEE.

There are no employee of the company who were in receipt of the remuneration of Rs.24,00,000/- in the aggregate if employed for the year and in receipt of the monthly remunerations of Rs. 2,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under section 217(2 A) of the companies art. 1956 being not applicable are not given in this report.

STATUTORY INFORMATION:

The statutory information relating to the conservation of Energy, technology Absorption, Adapt ion, Research & Development, Foreign Exchange Earning and outgo required to be as per the provision section 217(1 )(e) of the companies act-1956 and the companies (Disclosure of particulars in the report of Board of directors) Rules 1988 are not applicable to the company hence not given here with.

MATERIAL CHANGES,

No material changes have taken place since the closure of the financial accounts up to the date of this report which may substantially affect the financial performance or the state of affairs of the company.

APPRECIATION.

Your Directors take this opportunity to acknowledge the reposed in your company by its shareholders, Bankers and clients. You Directors also keenly appreciate the dedication & would not have been possible.



FOR AND ON BEHALF OF BOARD OF DIRECTORS

Date :2nd September, 2010 Sd/-

Place : Ahmedabad DHIREN K. THAKKAR

CHAIRMAN & MANAGING DIRECTOR