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Devine Impex Ltd.

BSE: 531585 Sector: Others
NSE: N.A. ISIN Code: INE455C01014
BSE LIVE 14:30 | 15 Dec 3.52 -0.18
(-4.86%)
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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 3.52
PREVIOUS CLOSE 3.70
VOLUME 40
52-Week high 8.36
52-Week low 3.52
P/E 352.00
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 3.52
Sell Qty 160.00
OPEN 3.52
CLOSE 3.70
VOLUME 40
52-Week high 8.36
52-Week low 3.52
P/E 352.00
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 3.52
Sell Qty 160.00

Devine Impex Ltd. (DEVINEIMPEX) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting before you their 20th AnnualReport together with the Audited Accounts of the Company for the year ended 31stMarch 2015.

FINANCIAL RESULTS:-

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

Particulars 2014-2015 2013-14
(Amount in Rs.) (Amount in Rs.)
Gross Income 46494012 55328394
Profit Before Interest and Depreciation 365321 181197
Finance Cost/lnterest 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 DURINGTHE YEAR/HIGHLIGHTS/OPERATIONS

During the year the total sales of the company was 46494 lacs. There has been declineof 15.97% in sales as compare to last year. The net profit of company during the year isRs. 2.09 lacs. The profits of the company have increased by 108.90% as compare to lastyear's net profit.

DIVIDEND

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

DIRECTORS:-

In accordance with the provisions of the Companies Act 1956 and Articles ofAssociation of the Company Mr. Rohit Jain (01132870) Director of the Company retire byrotation in the ensuing Annual General Meeting and being eligible offers himself forre-appointment.

Ms. Nisha Sharma (DIN 07144007) had been appointed as additional Director. She holdoffice upto the date of the ensuing Annual General Meeting and is proposed to be appointedas Directors liable to retire by rotation by the Members. Mr. Sham Sundar Sharma hasresigned 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 appointedMr. Parvesh Kumar Oberoi as Managing Director.

SHARE CAPITAL

a. ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

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

b. ISSUE OF SWEAT EQUITY SHARE

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

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSALI ACT 2013

The Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace and has set up Committee for implementation of said policy. During the yearCompany 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 theCompany happening between the end of the Financial Year of the Company and date of thisReport.

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 ofcompany’s business during the Financial Year under review.

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

CORPORATE GOVERNANCE:-

Your Company is committed to maintain the highest standards of Corporate Governance. Asrequired under Clause 49 of the Listing Agreement with the Stock Exchange Report onCorporate Governance is Annexed as D-2 and forms a part of this Annual Report. ACertificate from Statutory Auditors confirming compliance with the conditions of CorporateGovernance 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 CompaniesAct 2013 the policy on appointment of Board members including criteria for determiningqualifications positive attributes independence of a Director and the brief policy onremuneration of Directors KMP and other employees is attached as Annexure D-3 whichforms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

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

PARTICULARS OF REMUNERATION Of DIRECTORS/ KMP/EMPLOYEES:-

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) 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 Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial 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) IndependentDirectors meeting was held on 31.03.2015 as required under Schedule IV of Companies Act2013 and as per Clause 49 of the Listing Agreement. The dates on which the Board Meetingswere held are 28.05.2014 14.08.2014 14.11.2014 13.02.2015 and 31st March2015.

PERFORMANCE EVALUATION OF THE BOARD. ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act 2013 and the Listing Agreementwith Stock Exchanges the Board in consultation with its Nomination & RemunerationCommittee has formulated a framework containing inter-alia the criteria for performanceevaluation of the entire Board of the Company its Committees and Individual Directorsincluding 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 CorporateGovernance

The Independent Directors had met separately on 31.03.2015 without the presence ofNon-Independent Directors and the members of management and discussed inter-alia theperformance of non-independent Directors and Board as a whole and the performance of theChairman of the Company after taking into consideration the views of executive andNon-Executive Directors. The Nomination and Remuneration Committee has also carried outevaluation of every Director's performance. The Directors express their satisfaction withthe evaluation process.

STATUTORY AUDITORS & AUDITORS REPORT:-

M/s Datta Singla & Co. Chartered Accountants Chandigarh were appointed asStatutory Auditors of the Company in the last Annual General Meeting. As their termexpires 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 AnnualGeneral 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 TheCompanies (Audit and Auditors) Rules 2014. They have also issued a Certificate to theeffect that they satisfy the criteria provided in Section 141 of the Companies Act 2013.

The Auditors’ Report being self-explanatory requires no comments from theDirectors. Further there are no reservations qualifications or adverse remarks in theAudit 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 wasappointed as Secretarial Auditor of the Company for the financial year 2014-15 pursuant toSection 204 of the Companies Act

2013. The Secretarial Audit Report submitted by him in the prescribed form MR- 3 isattached as Annexure D-8 and forms part of this report. The reply toqualifications/observation/remarks by the Secretarial Auditors are as follow:

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

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) of section 143including 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. Thedetails 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 tofinancial statements. During the year such controls were tested and no material weaknessin their operating effectiveness was observed. .

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement the Company ishaving Risk Management framework covering identification evaluation and control measuresto mitigate the identified business risks.

DEPOSITS .

The Company has neither accepted nor renewed any deposits during the Financial Year2014-15 in terms of Chapter V of the Companies Act 2013. Information in this regardtherefore is nil.

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

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

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act2013 and Clause 49 of listing agreement with the stock exchange an audit committee hasbeen duly constituted. The Audit Committee as on March 31 2015 comprises of the followingIndependent 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 governancereport. Further all recommendations of Audit Committee were accepted by the Board ofDirectors.

In terms of Clause 49 of the Listing Agreement and pursuant to the provisions ofCompanies Act 2013 Nomination & Remuneration Committee as on March 31 2015comprises 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 onCorporate Governance which is annexed herewith.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Clause 49 of the Listing Agreement the Company has constitutedStakeholders Relationship Committee with following composition as on March 31 2015:-

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-9pursuant 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 andforms part of this Report.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013 .

Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars of loansguarantees or investments under Section 186 of the Act as at end of the Financial Year2014-15 are attached as Annexure D-5 which forms part of this report. '

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(11 OF THE COMPANIESACT 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 ofSection 177 (10) of the Companies Act 2013 and also in terms of Clause 49 of the ListingAgreement.

DIRECTORS' RESPONSIBILITY STATEMENT:-

(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 seiected 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;

(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.

INDUSTRIAL RELATIONSHIPS:-

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

COMPLIANCE

The company has devised proper systems to ensure compliance of all laws applicable tothe company and the compliance reports issued by the Departmental Heads are placed beforethe 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 isregular in paying the listing fee. _

CEO/CFO CERTIFICATION

In terms of the requirements of Clause 49 (IX) of the Listing Agreement the ManagingDirector and the CFO have submitted necessary certificate to the Board of Directorsstating the particulars specified under the said Clause. The certificate has been reviewedby 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 sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

ACKNOWLEDGEMENT:-

Your Directors wish to express their sincere appreciation to valued Clients BankersStatutory 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

ANNEXURE P-1 TO THE DIRECTORS’ REPORT:-

A. Conservation of Energy :

Though energy does not form a significant portion of the cost for the 'Company yetwherever possible and feasible continuous efforts are being put for conservation ofenergy and minimize power cost. The Energy conservation measures include replacement ofincandescent lights with low power consuming LED lights and compact Fluorescent Lightsreplacement of old electrical units with new energy efficient units. Staff of the Companyis regularly sensitized about conservation of power.

B. Technology Absorption :

The Company continues to absorb and upgrade modern technologies in its operations andback end support functions like Accounts Human Resource Management Operations andCompliance functions.

C. Foreign exchange earnings and outgo:

NOMINATION AND REMUNERATION POLICY

Purpose

This Policy sets out the approach to Compensation of Directors Key ManagerialPersonnel and other employees in Devine Impex Limited.

Policy Statement

We have a well-defined Compensation policy for Directors Key Managerial Personnel andall employees including the Chairman Presidents and other Members of the Executive Boardwho are employees of the Company.

The overall compensation philosophy which guides us is that in order to achieve globalleadership and dominance in domestic markets we need to attract and retain highperformers by compensating them at levels that are broadly comparable with the median ofthe comparator basket while differentiating people on the basis of performance potential andcriticality for achieving competitive advantage in the business.

In order to effectively implement this we have built our Compensation structure by aregular annual benchmarking over the years with relevant players across the industry weoperate in.

NON-EXECUTIVE INCLUDING INDEPENDENT DIRECTORS:

The Nomination and Remuneration Committee (NRC) shall decide the basis for determiningthe compensation both Fixed and variable to the Non-Executive Directors includingIndependent Directors whether as commission or otherwise. The NRC shall take intoconsideration various factors such as director’s participation in Board and Committeemeetings during the year other responsibilities undertaken such as membership orChairmanship of committees time spent in carrying out their duties role and functions asenvisaged in Schedule IV of the Companies Act 2013 and Clause 49 of the Listing Agreementwith Stock Exchanges and such other factors as the NRC may consider deem fit fordetermining the compensation. The Board shall determine the compensation to Non-ExecutiveDirectors within the overall limits specified in the Shareholders resolutions passed fromtim$ to time.

Executive Directors:

The remuneration to Chairman & Managing Director and Executive Director(s) shall berecommended by NRC to the Board. The remuneration consists of both fixed compensation andvariable compensation and shall be paid as salary commission performance bonus stockoptions (where applicable) perquisites and fringe benefits as approved by the Board andwithin the overall limits specified in the Shareholders resolution. While the fixedcompensation is determined at the time of their appointment the variable compensationwill be determined annually by the NRC based on their performance.

Key Managerial Personnel (KMPs)

The terms of remuneration of Chief Financial Officer (CFO)shall be determined by theAudit Committee from time to time.

The terms of remuneration of the Company Secretary shall be finalised/revised either byany Director or such other person as may be authorised by the Board from time to time. .

The remuneration shall be consistent with the competitive position of the salary forsimilar positions in the industry and their Qualifications Experience Roles andResponsibilities.

Pursuant to the provisions of section 203 of the Companies Act 2013 the Board shallapprove the remuneration at the time of their appointment. The remuneration to directorsKMPs and senior management involves a balance between fixed and incentive pay reflectingshort and long-term performance objectives appropriate to the working of the company andits goals.

Employees

We follow a differential approach in choosing the comparator basket for benchmarkingdepending upon the level in the organization:

a. For all employees from Operational to Executive and we benchmark with a set ofcomparators from the same industry. .

b. For Strategic band and above we have a position-based approach and the comparatorbasket includes benchmarks from across relevant industries.

We have a CTC (Cost to Company) concept which includes a fixed component (GuaranteedPay) and a variable component (Performance pay). The percentage of the variable componentincreases with increasing hierarchy levels as we believe employees at higher positionshave a far greater impact and influence on the overall business result. The CTC isreviewed once every year and the compensation strategy for positioning of individualstakes into consideration the following elements:

> Performance

> Potential

> Criticality -

> Longevity of grade

Remuneration for the new employees other than KMPs and Senior Management Personnel willbe decided by the HR in consultation with the concerned business unit head at the time ofhiring depending upon the relevant job .experience last compensation and the skill-setof the selected candidate.

The Company may also grant Stock Options to the Employees and Directors (other thanIndependent Directors and Promoterjin accordance with the ESOP Scheme of the Company andsubject to the compliance of the applicable statutes and regulations.

Details of Loans: Not Applicable

Sr. No. Name of Entity/Person Amount (in Rs.) Purpose
1
2

Note: The above loans had been given at a rate of interest more than prevailing yieldof Government Securities.

Details of Guarantees: Not anolicable

Sr. No. Name of Entity/Person Amount Purpose

1 . No Guarantees have been given during the Financial year 2014-15

Details of Investments: The company has not made any investment during the financialyear. The detail of investment as on 31s1 March 2015 are as follow:

Sr. No. Name of Entity/Person Amount Purpose
1 Presha Metallurgical Limited 31527250 Business purpose
2 Tiara Jewels Private Limited 7640000 Business purpose

ANNEXURE D-6 TO THE DIRECTORS’ REPORT

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014).

Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures Part "A": Subsidiaries: NIL

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Particulars Details
Name of the subsidiary Nil
Reporting period for the subsidiary concerned if different from the holding company’s reporting period
Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries
Share capital
Reserves & surplus
Total assets „
Total Liabilities
Investments
Turnover
Profit before taxation
Provision for taxation
Profit after taxation
Proposed Dividend
% of shareholding

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations

2. Names of subsidiaries which have been liquidated or sold during the year.

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures

Name of associates/ Tiara Jewels Private Limited
Latest audited Balance Sheet Date 31st March 2015
Shares of Associate/Joint Ventures held by the company on the year end 31st March 2015
No. 382000
Amount of Investment in Associates/Joint Venture 7640000
Extend of Holding% 43.91
Description of how there is significant influence 43.91% of holding in the company
Reason why the associate/joint venture is not consolidated Not required for current financial year as per MCA notification
Net worth attributable to shareholding as per latest audited Balance Sheet 9824301
Profit/Loss for the year 180235406
Considered in Consolidation NA
Not Considered in Consolidation NA

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31 2015

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Devine ImpexLimited

S.C.F103 Chamber No. 71st Floor

Phase XI S A S Nagar

Punjab-160062.

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by DEVINE IMPEX LIMITED(hereinafter called "the Company"). Secretarial Audit was conducted in a mannerthat provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on my verification of the DEVINE IMPEX LIMITED’S books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit I hereby report that in my opinion the companyhas during the audit period covering the financial year ended on March 31 2015 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter.

I have examined the books papers minute books forms and returns filed and otherrecords maintained by DEVINE IMPEX LIMITED ("the Company") for the financialyear ended on March 31 2015 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder; .

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExterna! Commercial Borrowings;

a) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act'):

b) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011 and The Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) (Amendment) Regulations 2013.

c) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

d) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009- Not applicable as the company has not issued anysecurities during the financial year under review.

e) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme)Guidelines 1999- Not applicable as the company has notgranted any options to its employees during the financial year under review.

f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008- Not applicable as the company has not issued any debt securities duringthe financial year under review.

g) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client-Not applicable as the company is not registered as Registrar to an Issue and ShareTransfer Agent during the financial year under review.

h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009- Not applicable as the company has not delisted any securities from any stockexchange du.ing the financial year under review.

i) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998- Not applicable as the company has not bought back any of its securities during thefinancial year under review.

I have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India- Notnotified hence not applicable for the audit period.

b) The Listing Agreements entered into by the Company with Bombay Stock ExchangeLimited.

During the period under review the Company has generally complied with the provisionsof the act rules regulations guidelines standards etc. mentioned above.

Based on our examination and the information received and records maintained I furtherreport that:

1. The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

2. Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent well in advance and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meetingand for meaningful participation at the meeting.

3. All decisions are carried through majority While the dissenting members views ifany are captured and recorded as part of the minutes.

4. The company has proper board processes.

Based on the compliance mechanism established by the company and on the basis of thecompliance certificate(s) issued by the Company Secretary/ Officers and taken on record bythe board of directors in their meeting(s) I am of an opinion that there are adequatesystems and processes in the company commensurate with the size and operations of thecompany to monitor and ensure compliance with applicable laws rules regulations andguidelines.

I further report that:

1. The company has not appointed any Key Managerial Personnel as per the requirementsof Section 203 of the Companies Act 2013.

2. The company has not appointed an Internal Auditor as per Section 138 of theCompanies Act 2013.

3. The company has not filed the necessary returns in respect of Approval of thequarterly results except for the quarter ended on December 31 2014 Appointment ofSecretarial Auditor Approval of Directors report for die financial year 2013-14Alteration of Articles of Association Special Resolutions passed pursuant to theprovisions of Section 180 of the Companies Act 2013 Change in designation of twodirectors of the company.

4. The company has no official website as per the requirements of Clause 54 of theListing Agreement

I further report that during the audit period

1. The company passed a Special Resolution under Section 14(1) of Companies Act 2013amending its Articles of Association in compliance with the provisions of Companies Act2013.

2. The company passed a Special Resolution under Section 180(1)(a) of Companies Act2013 to authorise the directors to create a charge or mortgage on the property of thecompany.

3. The company passed a special resolution under Section 180(1)(c) of Companies Act2013 to authorise the directors to exercise borrowing powers upto a limit of Rs. 25.00Crores over and above the aggregate of the paid-up share capital and free reserves of thecompany.

Apart from the instance stated above there were no instances of:

(i) Public / Rights / Preferential issue of shares / debentures / sweat equity.

(ii) Redemption / buy-back of securities.

(iii) Merger / amalgamation /reconstruction etc.

(iv) Foreign technical collaborations.

KANWAUIT SINGH THANEWAl
Place: Chandigarh FCS: 5901
Date: 28.08.2015 CP No. 5870

This report is to be read with our letter of even date which is annexed as"Annexure A" and forms an integral part of this report.

To

The Members

Devine Impex Limited .

S.C.F 103 Chamber No. 7

1* Floor Phase XI

S A S Nagar

Punjab-160062

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records basedon our audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of secretarial records. Theverification was done on test basis to ensure that the correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the company.

4. Wherever required we have obtained the management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws rulesregulations standards is the responsibility of the management. Our examination waslimited to the extent of verification of procedures on test basis. •

6. The secretarial audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

Place: Chandigarh
Date: 28.08.2015
KANWALJIT SINGH THANEWAL
FCS: 5901
C.P. No. 5870

ANNEXURE D-9 TO THE DIRECTORS’ REPORT

FORM NO. AOC -2:

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis: Nil

2. Detail of related party transactions at Arm's length:

SL. No. Particulars Details
Name (s) of the related party & nature of relationship Tiara Jewels Private Limited Rohit Jain
Nature of contracts/arrangements/transaction Sales of jewellery Rent agreement
Duration of the contracts/arrangements/transaction 2 years 2 Years
Salient terms of the contracts or arrangements or transaction including the value if any Transactions with associates at market value 450.40 lacs Transactions with promoter at market value 0.22 lacs
justification for entering into such contracts or arrangements or transactions' Reasonable rate Reasonable Transaction
Date of approval by the Board 14.02.2014 14.02.2014
Amount paid as advances if any Nil Nil
Date on which the special resolution was passed in General meeting as required under first proviso to section 188 NA NA

 

Particulars Details
Name (s) of the related party & nature of relationship Neeraj Jain Manju Jain Manju Jain & Jawahar Laf Jain(HUF)
Nature of contracts/arrangements /transaction Rent agreement Rent agreement Rent agreement
Duration of the contracts/arrangements/transactio n 2 Years 2 Years 2 Years
Salient terms of the contracts or arrangements or transaction including the value if any Transactions with promoter at market value 0.22 lacs Transactions with promoter at market value 0.08 lacs Transactions with promoter at market value 0.08 lacs
Justification for entering into such contracts or arrangements or transactions’ Reasonable Transaction Reasonable Transaction Reasonable Transaction
Date of approval by the Board 14.02.2014 14.02.2014 14.02.2014
Amount paid as advances if any Nil Nil Nil
Date on which the special resolution was passed in General meeting as required under first proviso to section 188 NA NA NA

FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN L51110PB1995PLC017179
2. Registration Date 18.10.1995
3. Name of the Company DEVINE IMPEX LIMITED
4. Category/Sub-category of Company LIMITED BY SHARES
5. Address of the Registered office contact details S C F 103 CHAMBER NO 7 1st FLOOR PHASE- XI SASNAGAR PUNJAB
6. Whether listed company YES
7. Name Address & contact details of the Registrar & Transfer Agent if any. Link Intime India Private Limited
44 Community Centre Phase-I Near PVR Naraina Ind.
Area New Delhi
New Delhi -28
011-41410592
8. Email Id of the Company devineimpex.limited@yahoo.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10% or more of the total turnover of thecompany shall be stated)

S. No. Name and Description of main products / services NIC Code of Product/service % to total turnover of the company
1 Trading of bullion jewellery and ornaments 99611541 100%

III. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated)

SN Name and Description of main product services NIC Code of 1 Product/service % to total turnover of the company
1 Trade of jewellery and ornaments 99611541 100%