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Devhari Exports (India) Ltd.

BSE: 539197 Sector: Others
NSE: N.A. ISIN Code: INE553P01018
BSE LIVE 13:50 | 13 Sep 9.55 0.30
(3.24%)
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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 9.55
PREVIOUS CLOSE 9.25
VOLUME 200
52-Week high 11.94
52-Week low 3.75
P/E
Mkt Cap.(Rs cr) 71
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.55
CLOSE 9.25
VOLUME 200
52-Week high 11.94
52-Week low 3.75
P/E
Mkt Cap.(Rs cr) 71
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Devhari Exports (India) Ltd. (DEVHARIEXPORTS) - Director Report

Company director report

To

The Members

The Directors' present the Annual report on the business and operations of your Companyfor the year 2015-16.

Financial Results and Operational Review:

Particulars Year Ended 31.03.2016 Year Ended 31.03.2015
(in Rs.) (in Rs.)
Gross Sales/Income 15042658 107144663
Less: Depreciation (27565) (51578)
Profit/(Loss) before Tax 304163 26320
Taxes/Deferred Taxes 40000 5000
Profit/(Loss) After Taxes 264163 21320
P& L Balance b/f (3216526) (2351963)
Profit/ (Loss) carried to Balance Sheet (2952362) (3216526)

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

During the year under review the Company has earned income of Rs. 15042658 ascompared to Rs. 107144663 of previous year. The Company has made profit of Rs. 264163as compared to Rs. 21320. Efforts are being made to improve the performance of theCompany.

Change in the nature of business

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

Dividend

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

Reserves

The Board of Directors of the company has carried Rs. 264163 to Reserve &surplus.

Change of Name

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

Share Capital

ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

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

ISSUE OF SWEAT EQUITY SHARE

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

Directors and Key Managerial Personnel

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

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

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

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

Particulars of Employees

None of the employees of the Company drew remuneration of Rs. 6000000/- or more perannum / Rs. 500000/- or more per month during the year. Hence no information isrequired to be furnished as required under Rule 5(2) and 5(3) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

Meetings

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

Board Evaluation

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

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

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

Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Details of Subsidiary/Joint Ventures/Associate Companies

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

Financial Performance of the same is as under:

Siddheshwar Construction Private Limited

Particulars Year Ended 31.03.2016 Year Ended 31.03.2015
(in Rs.) (in Rs.)
Gross Sales/Income 4842683.50 8099407.50
Less Depreciation 0.00 0.00
Profit/(Loss) before Tax 20733.70 28399.75
Taxes/Deferred Taxes 7500.00 9000.00
Profit/(Loss) After Taxes 13233.70 19399.75

During the year under review the total income was Rs. 4842683.50 as compared to Rs.8099407.50 of that of the previous Year. After making all necessary provisions forcurrent year and after taking into account the current year net profit and totalprovisions for taxation the surplus carried to Balance Sheet is Rs. 11359509.46.

Shamaru Construction Private Limited

Particulars Year Ended 31.03.2016 Year Ended 31.03.2015
(in Rs.) (in Rs.)
Gross Sales/Income 5462287.00 5989426.00
Less Depreciation 0.00 0.00
Profit/(Loss) before Tax 19490.58 20831.00
Taxes/Deferred Taxes 6500.00 6500.00
Profit/(Loss) After Taxes 12990.58 14331.00

During the year under review the total income was Rs. 5462287.00 as compared to Rs.5989426.00 of that of the previous Year. After making all necessary provisions forcurrent year and after taking into account the current year net profit and totalprovisions for taxation the surplus carried to Balance Sheet is Rs. 29304167.58.

Auditors

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

Auditors' Report

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

Secretarial Audit Report

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

Report for qualification Remark in Secretarial Audit Report:

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

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

Internal Audit & Controls

Though the company has not appointed internal auditor the accounting and other systemhave been designed in such a manner that review of entire process for safeguarding theassets of the company its operational efficiency effectiveness of the systems are takencare of properly.

Issue of employee stock options

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

Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company athttp://www.devhariexports.com

Risk management policy

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

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw material as well asfinished goods. The company proactively manages these risks through forward bookingInventory management and proactive vendor development practices. The Company's reputationfor quality product differentiation and service coupled with existence of powerful brandimage with robust marketing network mitigation the impact the impact of price risk onfinished goods.

Regulatory Risks

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

Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. Thecompany has initialed various measures including rolling out strategic talent managementsystem training and integration of learning and development activities.

Strategic Risks

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

Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as Annexure II.

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

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

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

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

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

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

Deposits

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

Particulars of loans guarantees or investments under section 186

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 have been complied with.

Particulars of contracts or arrangements with related parties

It is confirmed that the particulars of contacts or arrangements with related partiesare mentioned under note No.21 of the Auditors Report for the financial year 2015-16.

Corporate Governance Certificate

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

Management Discussion and Analysis

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

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

Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.

Conservation of energy technology absorption and foreign exchange earnings and outgo

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

Corporate Social Responsibility (CSR): Not Applicable

Human Resources

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

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

Directors' Responsibility Statement

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

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

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

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

(e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

Transfer of Amounts to Investor Education and Protection Fund

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

Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 toBSE Ahmedabad Stock Exchange Limited Madras Stock Exchange Limited Metropolitan StockExchange of India Limited and Jaipur Stock Exchange Limited where the Company's Sharesare listed.

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

Acknowledgements

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

For & on behalf of the Board of Director of Devhari Exports (India) Limited
Date: 25/05/2016
Place: Jamnagar
Sd/- Sd/- Sd/-
Bhavesh Shah Narendrasinh Zala Sandip Pandya
Director CEO(KMP) CFO(KMP)
DIN:05304222 PAN:AAGPZ9122J PAN:AOTPP7267H