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Devinsu Trading Ltd.

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NSE: N.A. ISIN Code: N.A.
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Devinsu Trading Ltd. (DEVINSUTRADING) - Director Report

Company director report

Directors' Report

To,

The Members

The Directors have pleasure in presenting the 26th Annual Report of yourCompany together with the audited financial results for the year ended on 31stMarch, 2012.

Financial Results

_(Amount in Rs)

Particulars For the year ended 31st March, 2012 For the year ended 318t March, 2011
Total Income 896,374 948,821
Profit before Depreciation & Tax (18,405) 906,028
Less: Depreciation 549 2,744
Profit Before Tax (18,954) 903,284
Less : Provision for Tax - 167,469
Net Profit After Tax (18,954) 735,815

Performance

During the year the total income of the Company is Rs. 896,374/- as against Rs.948,821/- of the previous year and the profit before depreciation and tax during the yearwas Rs. (18,405)/- as against Rs. 906,028/- in the previous year. Barring unforeseencontingencies, the performance of the Company in the year 2012-13 is expected to besatisfactory.

Dividend

In view of the loss suffered, the Board of Directors regrets their inability torecommend dividend for the year 2011-12.

Directors

Mr. Venugopal Nair retires by rotation at the ensuing Annual General Meeting and iseligible for reappointment.

Fixed Deposits

The Company has not accepted deposits from the public during the period under review.

Auditors

M/s R. K. Chapawat & Co., Chartered Accountants, Mumbai, hold office as statutoryauditors of the Company until the conclusion of the ensuing Annual General Meeting. It isproposed to reappoint them as Statutory Auditors of the Company from the conclusion of theensuing Annual General Meeting until the conclusion of the next Annual General Meetingpursuant to the provisions of Section 224 (1B) of the Companies Act, 1956. Your Companyhas received a certificate from M/s R. K. Chapawat & Co., Chartered Accountantsconfirming their eligibility for reappointment.

Particulars of Employees

During the year under report, the Company had not employed any employee whoseparticulars are required to be disclosed in this report pursuant to section 217(2A) of theCompanies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Conservation of Energy. Technology absorption. Foreign Exchange Earnings & Outgo

During the year under review, the Company had not carried out any activity, theparticulars in respect of which are required to be disclosed in this report pursuant tosection 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules, 1988.

Compliance Certificate

As required under Section 383(A)(1) of the Companies Act, 1956, Compliance Certificatefrom Secretary in Whole-time practice is attached herewith.

Directors' Responsibility Statement

The Directors confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards havebeen followed.

II. Appropriate accounting polices have been selected and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the period ended on that date.

III. Proper and sufficient care have been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

IV. The annual accounts have been prepared on a going concern basis.

For & On Behalf of the Board of Directors
Place : Mumbai Director Director
Date : 30.05.2012

Registration No.11-036383

Authorised Capital: Rs.1,00,00,000/-

Paid up Capital: Rs.50, 00,000/-

SECRETARIAL COMPLIANCE CERTIFICATE

To,

The Members,

M/s. DEVINSU TRADING LIMITED

123, Free Press House 215, Nariman Point, Mumbai-400 021.

I have examined the registers, records, books and papers of M/s. DEVINSUTRADING LIMITED as required to be maintained under the Companies Act, 1956, (the Act)and the rules made thereunder and also the provisions contained in the Memorandum andArticles of Association of the Company for the Financial Year ended 31st March,2012 (financial year). In my opinion and to the best of my information and according tothe examination carried out by me and explanations furnished to me by the Company, itsofficers and agents, I certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained all registers as stated in Annexure 'A' to thiscertificate, as per the provisions of the Act and the rules made thereunder.

2. The Company has duly filed the forms and returns as stated in Annexure 'B' to thiscertificate, with the Register of Companies, Regional Director, Central Government,Company Law Board or other authorities within the time prescribed under the act and therules made thereunder.

3. The Company being a public limited Company, comments are not required.

4. The Board of Directors duly met 9 times on 04/04/2011, 30/05/2011, 30/07/2011,12/08/2011, 22/08/2011, 09/11/2011, 07/01/2012, 06/02/2012 and 10/02/2012 in respect ofwhich meetings proper notices were given and the proceeding were properly recorded andsigned including the circular resolutions passed in the Minutes Book maintained for thepurpose.

5. The-Company has closed its Register of Members and Transfer Books from 14th July2011 to 20th July 2011 and necessary compliance of Section 154 of the Act hasbeen made.

6. The annual general meeting for the financial year ended on 31st March,2011 was held on 20/07/2011 after giving due notice to the members of the Company and theresolutions passed thereat were duly recorded in Minutes Book maintained for the purpose.

7. No Extra Ordinary General Meeting (s). Was/were held during the financial year.

8. The Company has not advanced any loan to its Directors or persons or firms orcompanies referred to in section 295 of the Act.

9. The Company has not entered into any contract falling within the purview of section297 of the Act.

10. The Company was not required to make any entries in the register maintained underSection 301 of the Act.

11. There were no instances falling within the purview of section 314 of the Act, theCompany has not obtained any approvals from the Board of Directors, members or CentralGovernment, as the case may be.

12. The Company has not issued any duplicate certificate during the financial year. 13.

a) There was no allotment /transfer/transmission of securities during the financialyear etc. in accordance with the provisions of the Act.

b) The company has not deposited any amount in a separate Bank Account as no dividendwas declared during the financial year.

c) The company was not required to post warrants to any member of the Company as nodividend was declared during the financial year.

d) The Company has not declared any dividend and there were no deposit matured, ormatured debentures and the interest accrued thereon etc. the provision of transfer ofunclaimed or unpaid Accounts to the Investors Education and Protection Fund does not applyto the Company.

e) Duly complied with the requirements of section 217 of the Act.

14. The Board of Directors of the Company is duly constituted. There was no appointmentof additional Directors, alternate Director and Directors to fill casual vacancy duringthe financial year.

15. The Company has not appointed any Managing Director/Whole-time Director/Managerduring the financial year.

16. The Company has not appointed any sole selling agent during the financial year.

17. The Company was not required to obtain any approval of the Central Government,Company Law Board, Regional Director, Registrar of Companies or such other authorities asprescribed under various provision of the Act.

18. The Directors have disclosed their interest in the firms/companies to the Board ofDirectors pursuant to the provisions of the Act and the rules made thereunder.

19. The Company has not issued any shares/debentures/other securities during thefinancial year

20. The Company has not bought back any shares during the financial year.

21. There was no redemption of preference shares or debentures during the financialyear.

22. There were no transaction necessitating the Company to keep in abeyance the rightto dividend, right shares and bonus shares pending registration of the shares.

23. The Company has not invited/accepted any deposits including any unsecured loansfalling within the provisions of Section 58A during the financial year.

24. The Company has not made any borrowing during the financial year ended 31st March,2012.

25. The Company has not made any loan or advances or given guarantee or providedsecurities to other bodies corporate and consequently no entries have been made in theregister kept for the purpose.

26. The Company has not altered the provisions of the Memorandum of Association withrespect to the situation of the Registered Office from one state to another during theyear under scrutiny.

27. The Company has not altered the provisions of the Memorandum of Association withrespect to the object of the Company during the year under scrutiny.

28. The Company has not altered the provisions of the Memorandum of Association withrespect to the name of the Company during the year under scrutiny.

29. The Company has not altered the provisions of the Memorandum of Association withrespect to share capital of the Company during the year under scrutiny

30. The Company has not altered its Articles of Association during the financial year.

31. There were no prosecution(s) initiated against or show cause notices received bythe Company, during the financial year for offences under the Act.

32. The Company has not received any money as security from its employees during thefinancial year.

33. The Company has not constituted Provident Fund pursuant to Section 418 of the Act,during the financial year.

ANNEXURE 'A'

DEVINSU TRADING LIMITED

Statutory Registers

1. Register of Member U/s 150

2. Register of Directors, Managing Director, Manager and Secretary U/s 303

3. Register of Directors shareholdings U/s 307

4. Minutes Book of all Board Meetings and general Meetings U/s 193 of the Act

Other Registers

1. Register of Transfer

For A.A. MULLA & ASSOCIATES
Company Secretaries
(AQUEEL A. MULLA)
Proprietor
Place: Mumbai CP. No.3237
Dated: 26th June 2012 FCS NO. 2973

ANNEXURE 'B' DEVINSU TRADING LIMITED

1. Forms and Returns as filed by the Company with the Registrar of Companies, RegionalDirector, Central Government or other authorities during the Financial Year 31stMarch, 2012.

Sr No. Form No. Filed U/Section For Dt of Filing Whether filed on time Yes/No. If delay in filing whether requisite additional fee paid Yes/No.
1 Balance Sheet Form No. 23AC/ACA 220 Annual requirement for the year ended 31st March, 2012 30/11/2011 Yes NA
2 Annual return Form No. 20B 159 Annual requirement for the year ended 31st March, 2007 08/09/2011 Yes N A
3 Form No.66 383A Secretarial Compliance certificate 01/08/2011 Yes NA

2. Regional Director- Nil

3. Central Government- Nil

4. Other Authorities- Nil

For A.A. MULLA & ASSOCIATES
Company Secretaries
(AQUEEL A. MULLA)
Proprietor
Place: Mumbai CP. No.3237
Dated: 26th June 2012 FCS NO. 2973