Directors Report of Devine Impex Ltd.

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

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