16th ANNUAL REPORT

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DEVIKA PROTEINS LTD.

DEVIKA PROTEINS LIMITED B -

Regd. Office : 203,2nd Floor, Abhijeet-1,

kjv Mithakhali Six Roads, 7- Ellisbridge, Ahmedabad-380 006. 5 axs

. -

E J ~ [ DEVIKA PROTEINS LIMITED 1 '7 CIN : L6712OGJl994PLC022199 COMPANY REGISTRATION NO. : 04-22199 DATE OF 06/06/1994 NOMINAL SHARE CAPITAL : RS. 11,00,00,000/- INCORP:

( SIXTEENTH ANNUAL GENERAL MEETING PROGRAMME 8 \

.DATE 3oTH SEPTEMBER, 2010

DAY

TIME

VENUE

THURSDAY

10.00 A.M.

T.J.R. House, Opp. Sushrusha Hospital, Off. C. G. Road, Navrangpura, AHMEDABAD-380 009.

k

NOTE TO SHAREHOLDERS : ' II

As a measure of economy, copies of the Annual Report will not be distributed a t the Annual Gel~eral Meeting. Shareholders are requested to kindly bring their copies to the meeting. I 1 1 CONTENTS PAGE NO. ]

r \ II [I.] Board of Directors and Other Information ................................................................ 2 1 ( 1 [2] Notice ............................................................................................................................ 3 I II

............................................................................................................. [3] Directors' Report 6 I II 141 . Auditors' Report .............................................................................................................. 23 I II [5] Balance Sheet ................................................................................................................... 31

..................................................................................................... [6] Profit & Loss Account 32

[7] Schedules to the Balance Sheet & Profit Loss Account ................................................ 33 ( ( 1 [8] Notes to the Accounts ....................................................................................................... 39

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[12] Attendance Sheet & Proxy F0r.m ........................ :..,;...>.=..r ............................................... L : 2 " , - : '

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[9] Balance Sheet Abstract-& Bornpamy's General Business Profik.:=:.=.:.:.:c:.r..:..-4-7 r . - s . , A:, - --..:> , ; ;--% & -2-, ,,Ti+'@ [

. [lo] Cash Flow Statement @ursb3nt to'klabse 32 of $e%i;tilig &$e@i$n& ..:@....Z.....~.~&..ff 4) j

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1:

DEVIKA PROTEINS LIMITED.

16"' ANNUAL REPORT 2009-2010

81

P" NOTICE

Notice is hereby given that the Sixteenth Annual General Meeting of theMembers of Devika Proteins Limited will be held on Thursday 30"' day of September 2010 at 10.00 A.M. at T.J.R. House, Opp. Sushrusha Hospital, Off. C. G. Road, Navrangpura, AHMEDABAD-380 009.

To transact tliefolIowing business, with orwitlioitt n~odifications as.

ORDINERY BUSINESS : 1. To receive consider and adopt the audited Balance Sheet as on 3 I " March 2010 and Profit &

Loss Account for the period elided on that date along with Report of Directors and Auditors thereon.

2.. To appoii~t a Director in place of Mr. Dhiren K. Thakkar, Director of the Con~pany, who retires by rotation at the ensuing Annual Genel-a1 Meeting and being eligible, offers himself for re- appointment.

3. To appoint Auditors to hold oillce from the conclusion of this Annual General Meeting uiltil the coilclusion ofthe Annual General Meeting and to fix their ren~uneration.

SPECJALBUSINESS :

To consider and, if though fit, to pass the following resolution with or wi thout modification(s), if any, as Ordinary Resolution :

"RESOLVED THAT Mr. Kishor P. Bhatt, who was appointed as an additional director in the Board Meeting held on 9th March, 20 10 and in respect of whom the company has received a notice in writing from a member under section 357 of the Colnpanies Act, 1956 proposing his candidature for the office of the Director liable to retire by rotation, be and is hereby appointed as director of the Company,. "

Place : Ahinedabad Date : 2"" September, 2010

By the Order of the Board of Directors For Devika Proteins Limited

Sd/- Dl~iren K Thakkar

Chairman & Managing Director

NOTES :

1 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING AND ALSO ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIM/ HERSELF AND PROXY NEED NOT B E A MEMBER THE PROXIES SHOULD/HOWEVER/BE DiiPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. e

The members are requested to notify immediately changes, if any, in their registered address to

the co~npany's Registrar & Share Transfer Agent Link Iiitime India Pvt. Ltd., 21 1 Sudershan

Complex, Nr. Mitliakliali Under Bridge, Ellisbiidge, Ahmedabad 380 006.

2. Members who hold Shares in dematerialized fornl are requested to write their Client ID and DPID

numbers and tllose who hold shares in physical form are requested to wiite their Folio number in

the Attendances Slip for easy iclentification at the meeting and number of shares held by them

3 . The share transfer Books and the Register of Members will remain closed from Wednesday, 29''

day of September201 0 toT1iursdayl 30"' September 2O1O (both days iiiclusive).

4. At the ensuing Annual General Meeting Mr. Dhiren K. Thakkar, Kishor P. Bhatt, Bacl~ubliai K.

Patel and Viiiodchandra K. Pai~dya will be re-appointed, the brief resume of this director is as

under:

Mr Bachubhai K. Patel will be re-appointed, the biief 1-esuiiie of this director is as under :

Name

Age Qualification Expertise in Specific Area Date of First Appointment on the Board of the C oiilpany

Na~t~e(s) of the otlier coiiipaiiies in which Directorsliip held and Coiiimittee Menibel-sliip/Chairniaiiship held.

Dhireii K. Thakkar 37 BSC Marketing 06-06- 1994

Refei- to report on coiporate Governance

Same

Aye Qualification Expenise in Specific Area Date of F~rs t .Appointtne~it on the Board of the C ompang.

Nanie(s) of the other companies in whicli Directorship held and Committee Menibership/Chairrnanship held.

Kishor P. Bhatt 3 4 BA Marketing 09-03-3010

Refer to report on corporate Gover~iance

- - -

EXPLANTATORY STATEMENT PURSHUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

Name

Age Qualificatio~i Expe~tise in Specific Area Date of First Appointnie~lt on the Board of the Company Naiiie(s) of the other companies in which Directorship held and Committee Men~bei-sl~ip/CI~aii~~~ansl~ip held.

ITEM NO. 4 Mr. Kishor P. Bhatt was appointed as additional director of the coiilpany in the board meeting held on 9thMarch, 20 10. The company has received notice in pursuance of Section 257 of the Companies Act, 1956 together with necessaiy deposit from member of the company signifying his imtention to propose them as Director of the company.

Vinodchaiidra K. Paiidy a 66 B.A.(Econoniics) Administration 05-04-2009

Refer to report on corporate Govenialice

The board recommends their appointment as director of tlie company and put the resolution for member's approval.

None of the other directors of tlie coiiipany is concerned or interested in tlie pi-oposed resolutions except Mr. Kishor P. Bhatt.

Mr. Bachubllai K. Pate1 will be re-appointed, the brief resume of this director is as under :

5 . Shareholders desiring ally iilformatio~l as regards to the Accou~lts are requested to write to t l ~ e Conipany at least Seven days in Advance of the annual General Meeting so that the i~lforination, to the extent practicable, can be made available at theAnnua1 General Meeting.

1

By the Order of the Board of Directors For Devika Proteins Limited

S d/- Dhiren K Thakkar

Name

Age Qualification Expertise in Specific Area Date of First Appointment 011 the Board of the Company Narne(s) of the other companies ill which Dii-ectoi-ship held and Co~iiinittee MembershipJChaii-i~iaiisliip held.

qL Date 2" September, 20 10 Chairnia~l& Managing Directoi- .- T3 *-a

Bachubhai K. Pate1 53 Years 12th Agri Coiniiiodities Trading 05-04-2009

Refer to repoit on coiporate Govei-iiailce

Your Directors have pleasure in presenting their- SIXTEENTH ANNUAL REPORT together with the

annual Aitdited Accoullts of the Con~pany for- the year ended on 3 1" day of March 20 10.

FTNICIAL HIGHLIGHTS :

During the period from 1" April 2009 to 3 I " March, 20 10 of financial Year 2009-10 the financial

operatiollal results ofthe Company is as follows:

PARTICULARS FOR THE YEAR FOR THE YEAR ENDED ON ENDED ON

3 1/03/2010 31/03/2009

Sales Income

Other Income

Increase/(Dec~.ease) in stock

Total Income

Total Expenditure

P/L before Tax

Prior Period income/(Expenses)

Less: Inconle tax Written ofT(back)

Provision for Deferred Tax

Provision for MAT

PI-ovision For Flinge Benefit Tax

Net Profit / Loss After Tax

Previous Year Debit Balance

Balance Carried to B/S

Average Number of Shares

BasicIDuties Earning Per Share

As per company has not earned huge profit during the year under review and due to the accunlulated

losses your Directors regret for their inability to declare any alnount as dividend to be paid.

TRANSFER OF UNPAIDNNCLAIMED DIVIDEND :

Your company has no liability of outstanding1 unpaid / unclaimed / dividend, interest on debentures,

deposits, share application money or any interest on such amount which is requil-ed to be transferred to

Investors Education and protection f ~ ~ n d as per sectioil205C of the Compailies Act 1956.

SHARE CAPITAL DURING THE YEAR:

During the year under review your directors have not issued any Equity or preference shares to any

person. There has been no change in the issued. subscsibed, and paid up capital of the Company during

the yeas under review.

BUY BACK OF SHARES : Your director had not declared or anilounced or conlpleted any procedure for Buy Back of its own

shares duiing theyear under as per the provision of the section 77A77AA and 77B of the companies Act

1956,Further, NoBuy backof Shares if any earlier years are still pending fbrimplementation.

YEARUNDERREVIEW : During the year under review your compahy was engaged in the business of trading of Guar Seeds. The

Company was also engaged in the future option of the commodity market to make hedge of stocks on

hand and to earn profit from speculative market. Sales income during the year was Rs. 27,124,995/-

(Previous Year Rs. 54,71,577/-) and other income of Rs. 7,30,172/- (Previous Year Rs. 5,41,049/- ).

After deducting all inailufacturing , administrative, selling distribution expenses and financial chai-ges,

provision foi- depreciation etc. of Rs. 4,1521- ( PreviousYear Rs. 2,07,324/-).Aftern1aking provision for

deferred tax liability, and other prior peiiod adjustments, youl- cornpany has suffered a net loss of

Rs. 56,72,183/- (Previous Year net profit of Rs. 94,9431-) which is carried to balance sheet. Your

directors wish to note that total accun~ulated losses at the year end was Rs. 3,43,21,910/-.

(Previous Year accunlulated loss was Rs. 3,44,16,606/-) which is less than 50% of the net worth of the

company and as such the company is not a sick company.

SEGMENTWISE REPORTING AS- 1 7 :

The conlpany is operating only in one segment of inailufacturing and selling distributing of the edible

and non edible oil, castor oil and sale castor oil and it's by product De-oiled Cakes. Hence no sepal-ate

Segment wise Accounting is required and given herewith.

I I RELATED PARTY TRANSACTION AS- 18 : The colnpaily has been buying raw niaterial and selling some of the finished products, by products

through its Group / Associates colicem in which Directors 01- any of their relatives are either partner/

proprietors. All these business ti-ansaction are being done at the prevailing market prices on commercial

terms and conditioii not favorable to any of the parties. There has been no conti-actual obligation

between ally of the parties. There has been no contractual obligation between any of the related paities

with the company to execute or enter in to any specific business transactions. However proper

disclosure has been made in NOTENO. 10 to the notes to the Accounts Schedules.

FOREIGN EXCHANGE EARNING AND OUTGO :

During the year under review the company had note done any impoit/export business and the total

foreign exchange earning and outgo was NIL during year.

INFORMATION PURSUANT TO THE LISTING AGREEMENT AND SEBI CIRCULAR

NO.SMDRP/CIR-14/98 DATED APRIL^^'", 1998 :

The company's shares are at present Listed on Ahmedabad and Mumbai Stock Exchanges. The

company has duly paid the annual listing fees up to the including the year 2010-2011i.e. up to

3 1.03.201 1 for the stock exchange ofMumbai. Thi company is not paying the annual listing fees for the

Ahmedabad Stock Exchange due to NO trading facilities available on the said stock exchange, Due to

financial losses, the company has not made provision of fees payable to stock exchange, Ahmedabad.

The Company has taken ef'fective steps to lift the suspension of trading at the company's shares are now

being traded sinceApiil,2010 at the Mumbai Stock Exchange.

DEMATERIALIZATION OF SECURITIES :

SEBI has identified the securities of the coinpany of compulsoiy trading in the Dematerialization form

w.e f .26"~ebiuar~ 2001 by all investors on all the stockExcl~anges. In conlpliance with the same and to

facilitate the shareholders, the company has already made arrangenleilt to enter in to the Tiipartite

Agreement with NSDL and CDSL. The investors are requested to take a note of the same and

dematerialize their holding as early as possible. The ISINNunlber allotted to your coinpany is INE 248

C 0 10 13. Company has also appoiilted Link Intime India Pvt. Ltd. 2 1 1, Sudershail Complex, Nr.

Mithakhali Six Roads, Ellisbiidge, Ahmedabad - 380 006, in place of System Support Seivices

-Mun~bai asRTAagent ofthe company.

The chairman of the company is Executive Managing Director. The company has 3 independent

directors which is more than 50% of the total strength of the Board as per requirements. The Company

has formed and implemented a system of corporate governance within the company. ADetailed report

is given in separate annexure folming part of this report.

DEPOSITS : During the year under review your coinpany has neither invited nor accepted any public deposit or

deposits from the public as defined under Section 5SAof the Compailies Act, 1956.

DIRECTORS : Mr. Dhiren K. Thakkar retires by rotation at the ensuring Annual General Meeting and being eligible

offers him self for re-appointment. Your Directors recommends his re-appointment.

Mr. Kishor P. Bhatt was appointed as additional director of the company in the board meeting held on

9th March, 2010. T11e colnpany has received notice in pursuance of Section 257 of the companies Act,

1956 together with necessaly deposit from nleinber of the coinpany signifying his intention to purpose

them as Director of the Company.

DIRECTOR'S RESPONSIB1.LITY STATEMENT : Pursuant to the provision contained in section 2 17 (2AA) of the con~panies Act, 1956,the directors of

your coinpany confii~n;

(A) That in the preparation of the annual account for the financial year ended on 3 1/03/2010 the applicable accounting standards llas been followed.

(B) That they have selected such accounting policies and applied them consistently and made

judgment and estinlates that are reasonable and prudent so as to give a tnle and fair view of t l ~ e

state of affair of the company at the end of the financial year and of the profit or loss of the

coinpany for the year under review.

(C) ~ l ~ a t ' t h e ~ have taken proper and s~lfficient care for the maintenances of adequate acco~ulting

record in accordance with the provision of this Act for safeguarding the assets ofthe company for

preventing and detecting fraud and other irregularities;

And

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

STATUTORY AUDITORS :

I MIS Ninlesh M. Shall & Co. Chartered Accountants, Ahmedabad the retiring Statutory Auditor hold

office of the Auditors Up to the date of this AGM as per the provision of the Act. The compaily has

1 received a letter from the said Auditors to the effect that their appoiiltmellt shall be witlliil the limits laid

down under Section 224(1B) of the con~panies Act. A resolutioii proposing their reappointment as the

regular Audi tors of the Company for the period from the conclusioil of this Annual General Meeting up

to the conclusion of the next AGM is required to be passed. Your directors recommend passing the said I I resolution.

-4PPOINTMANT OF INTERNALAUDITOR : The company is in process of appointing an independent Chaitered Accountant to act as an Internal

Auditors as per suggestion of auditors in order to strengthen the internal control system for the

company.

AUDITORS OBSERVATUION : The notes to the Accounts of the company are self explanatory. However the explanation and

clarification fi-om the board of Directors on the specific obselvation made by the Auditors in their report

are as under:

(1) NON PROVISIONALOF BAD AND DOUBTFULDEBTS : The company has outstanding Debtors for more than six months of Rs. 1,40,37,980/- for the year

ended on 3 1/03/2010. The Compaily is in process of recovering the dues from its Debtors who

were in financial troubles during theii- bad faces. The company is doing the business and is hopeful

of recoveiy from such other debtors from its past dues as per the normal business practices. In

addition the company is engaged in the business of agriculture products so payment are due or

payable on the basis of quality of products so closiilg of debtors are accounted properly at the time

of settlement of claims.

(2) NON PROVISIONAL FOR PEMANENT DIMINUTION IN MARKET VALUE OF QUOTED INVESMENT : Investment is held Long term investment. This reduction in value is due to market price reduction

in !isted company's share. These values continue to fluctuate frequently with the rise and fall of the

capital market. The company will account for the long Capital Gains or Losses upon liquidation of

investment as per the incoine tax act. The management has not made provision for diminution I

value of investment. Provision for permanent diminishing value of investment in unquoted

investment has not been made in absence of intrinsic value of unquoted investments hence could

not be written off.

(3) NON RECEIPT OF CONFIRMATION OFACCOUNT : The company has the practice of receiving confirmation from parties for sundry creditors, debtors,

loan, advances and unsecul-ed creditors if any from their respective accounts. Certain

confirmations for sundiy debtors, creditors, loans and advances are pending for such receipt. The

coinpany will receive the same in due course of time. The company has not made settlenlei~t of

accounts through j ournal entry or indirect payment.

(4) INTEREST FREE LOANSIADVANCES GRANTED TO NUMBER O F PARTIES :

These loans and advances were granted to number of palties as interest fret: long back before 5 years. The

company has been in process of tlleir recovely through legal process. The company is also trading business

with some of the parties and through this system also the company \\rill endeavor to recover such advances

or treat the sane as advance payments for procurement ofgoods and materials

I II (5) GROUPIASSOCIATE COMPANY TRANSACTIONSAND RELATED PARTY TRANSACTION: I I The company is doing business of purchase. sale and job basis manufacturing through its Group/Associate

Companies. Total transactions during the year have been properly given in notes to tl~e Accounts. Tlle

Advances are being paid to some of the parties for procurement of goods on cash basis from open lnarket so

as to avail good profit margin. l l ~ e conln~odity lnarket particularly for Gmr Seed. Castor Oil and Castor

Seeds have become very fluctuating notv days in the illtenlatiollal market scenario as tvell as opening of the

fuhlre and fon~ard market transactions through Multi Commodity Exchanges in India. The prices for the

products move drastically even intra day transactions. The companies rely on transaction plices through the

daily highest and lotvest prices of the conlmodity iu the market on daily basis and compare it t ~ i t l ~ the actual

transaction prices. All the sale and purchase of tlle goods transactiol~s done through group/associate

companies, firms !\-ere duly recorded in the registers nlail~tall~ed d s . 30 1 of the Companies Act, 1956.

I I (6) INDISPUTED TAX AND STATUTORY LIABILITIES : I I The company had Municipal Tax Liability for the year 2008-2009. However. the company has settled the

entire disputed and undisputed liability and paid up this liability in the year Ju~ie, 2009 (F.Y. 2009-10). I l ~ e

company is arranging to pay the sales tax liability.

(7) NON PROVISION OF GRATUITYAND RETIREMENTTAX BENEFITS. I The company's ewployee streilgth is very thin. The provisions for Provident Fund, Super Annulations,

Pension and ESIC are not applicable to the company. The compally has no agreements with any of the

labors/employees and 110 such contractual liabilities are arising. No employee has put in the services

eligible for gratuity benefits. The coinpany has paid salary. leave encashn~ent or staff welfare benefits on

festival season which is accounted on cash basis as this is not a contractual liability. Accordingly no

provision for gratuity is not made in the accounts.

OTHER OBSERVATION.

Otherobsenations made by the auditors asf, self explanatory in nature and does not required fusther clarification.

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

The compa~ly has foimed a1 audit committee rvithin the organization under the Chainnanship of Mr.

tinodcha~~dra Pandya., a11 indepeildent director. The coilln~ittee consists of 3 independent directors who are not

m any way related or interested with the promoters or the malagenlent. The company has also Appointed

professionals as advisors in this com~nittee. The tenns mid reference of scope of work for the committee :s as per

clause 45 oflistii~g agreement 011 code for corporate govemailce. Furtl~er details are given in con~plete report of coiporate governance in Annexure-A to this report.

Audit committee has been reconstituted on 5" April 09 as under Mr. Vinodchandra Pandya Chaiiman, Mr. Bachubhai Patel &Mr. Kishor Bllatt are Membcrofthc com~nittee

EMPLOYEE.

There are no employee of the company u-110 \yere in receipt of tlie remuneration of Rs.24,00,0001- in the

aggregate ifemployed for the year and in receipt of the iilonthly remunerations of Rs. 2.00.0001- in the aggregate if zillployed for a part of the year under revie~v. Hence .the info~mation required under section 217(2A) of the coinpanics ait. 1956 being not applicable are not given in this repo~t.

STATUTORY INFORMATION :

The statutory infonnatioil relating to the coilservation of Energy, technology Absorption, Adapt ion, Research &

Development, Foreign Exchange Earning and outgo requi'red to be as per the provision section 217(1)(e) of the

coinpalies act-1956 and the companies (Disclosure of particulars in the report of Board of directors) R~lles 1988

are not applicable to thecompany hence ~ io t given here \vith.

MATERIAL CHANGES, No material cl~anges have taken placc since the closure of the financial accounts up to the date of this report

ivhich may substantially affect the financial perfoinlailce or the statc of affairs of the company.

APPRECIATION.

Your Directors take this oppoitunity to ackno\~lcdge the reposed in your company by its shareholders, Bankers

and clients.You Directors also keenly appreciatc the dedication & \~ould not have been possible.

.IJ,

FOR AND ON BEHALF OF BOARD OF DIRECTORS I I J I X b2:~ 162 rqrrr,:l>.

9%0f948W1$'bd8-,8a 70 warrza xo ova sou Sill- P:ax Ahmedabad DHIREN K. THAKKAR

-\!.I2 CHAIRMAN & MANAGING DIRECTOR

ANNEXURE TO DIRECTORS' REPORT

Information as per Section 217 (1) (e) of the Companies Act 1956 read wth the Companies (Disclosure of Pamculars in the Report of the Board of Directors) rules 1988

A. CONSERVATION OF ENERGY

The company his year has not been in the business of malufactur~ng. So below does not apply

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY.

S r. Particulars 31-03-2010 31.03.2009 No.

1 Electricity ---- -.-- a. Purchased Umts ---- ----

Total Amsul~t ill Rs ---- ---- Average Rate - ---- ---- --

b Owl Geileratioil ---- ---- Uilit per liter of Diesel ---- ---- Cost per unit ---- ----

2 Coal Spec~fy quality where used ---- ---- Quantity (Tones) ---- ---- Total Cost ---- ---- Average Cost ---- ----

3 Furnace Oil ---- ---- Quantity (Lits) ---- ---- Total Amowl t ---- ---- Average Cost ---- ----

B. TECHNOLOGY ABSORPTION

Indigenous technology is used Continuous effoits are being made to improve the quallty of Coilductors in ternls in Conductivity, Resistance, etc by R & D Team

C. FOREIGN EXCHANGE EARNING AND OUTGO :

Total Foreign Exchange Used NIL

Total Foreign Exchange Earned NIL

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Sdi- Date: 2"* September, 2010 DHIREN K. THAKKAR Place: Ahmedabad CHAIRMAN & MANAGING DIRECTOR

Your Directors have pleasure in presenting the Management Discussion and Analysis report for the year ended

on 3 1" March 2010.

a. INDUSTRY STRUCTURE, DEVELOPMENT

The agro commodity sector is a key sector for country like India , it being an agricultural

dependent countty. The goveriiment's various policy is helping the agriculture sector growth

and the govetnment is detel-mined to take it folward as its is an established fact that if our country

has to grow a GDP rate of 8.5% and more, the major contribution has to come from agriculture

sector

b. OPPORTUNITES, THREATSAND RISKS

The agro industly is showing healthy signs of growth. Even though the fluctuation of the raw

material price put pressure on the profitability the demand of edible oil is well growing due to

increase in population as well as increase in per capita income of the citizens of India. Being an

agro sectorinsuficient and irregula~ity of nionsoon after the availability of timely raw material.

c. SEGMFNTWISE PERFORMANCE : I I Thc company operations art: broad bifurcated into two segnlents. Manufactuling andTrading. I I d. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY : I I The con~pany has adequate inte~nal control system coinnlensurate \\-it11 the size. The con~inittcc. revicn-s the implementation of nianagemeilt policies to ensure that transaction has beell accurately recorded and promptly reported.

e. OUTLOOK:

There is expected to be good demand for poiver cables and power related equipments because of massive investments are plumed m conling years

f. HUMAN RESOURCES 6: INDZJSTRIALRELATION :

The company has hannonious Industrial relation. There is continuous en~phasis on developnlent of human resources through training. The issues pertaining r,uivorkers are resolved nl harmonious andcordial manner. I I

1'

Name of Director

Mr. Dhiren K. Thakkar

Mr. IGshor Bhatt

Mr.Vinodchandra K Pandya Mr. Bach~ibhai K. Patel

CORPORATE GOVERNANCE REPORT

(1) COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

The company's continued endeavor is to achieve good governance, by way of constant effoits whereby ensuring the transparency. accountability and responsibility in our dealing with employees, shareholders, consumers and community at large. The Board of Directors represents the interest of the con~pany by way of providing necessary guidance and strategic vision to the company.

(2) BOARD OF DIRECTORS

The composition of the Board. Categoiy of Director? and Number of Directorship & Membership / Chairn~anship of Coininittees in other Conlpanies areas under:

The code stipulates that the Company shall have an optimum combination of Executive & Non- executive Director with not less than 50% of Board of Director; comprising of Non-executive Directors. The number of independent Directors should depend on whether the Chairman is executive or non- executive. In case of n on -executive chairman. at least 113 of Hoard should comprise of independent directors and in case of Executive Chairman. at leys 2 of the Board should comprise of independent directors.

The Company has been complying with both the provisions towards number of non-executive directors as well as Independent Directors.

Number of Board Meetings:

During the year under review, G Board Meeting were held on, 9''' April. 2009 ,30" April, 2009, 31'' July. 2009. 2"?eptember, 2009. 3 1 Oct, 2009 and 3 1" Januaiy, 2010.

Directors Attendance Record

No. Of Outside Committee Position

He1 d

Category

Chairman & Managing Director

Independent Director Independent Director Independent Director

Member NIL

2

NIL

2

Chairman NIL

NIL

2

NIL

Remunerati on received during the

year under review

NIL

vL NIL

NIL

No. Of Outside Directorship (s)

Held

Public 1

NIL

NIL

NIL

Private 3

2

NIL

NIL

None of the Directors of the Company are nlenlbers of Inore than Tell Committee of Board or the Chairman of move more Five Committees across all Companies in which they are Directors.

The details of other Comnlittee Chairmanship and Membership held by the Directors of the Company as at 3 1" March 20 10 are given below.

Mr Vitlodchandra K Paildya has been appoiilted as Chairman of the audit committee Mr Kishor Bhatt And MI- Bachubhai K. Pate1 have been appoiilted as Member of the audit committee w.e.f April 2009

Name of Directors

Mr. Dllireil K. Thakkar

Mr. Kishor Bhatt

Mr. Bachubhai K. Patel

Mr. Vinodchandra K. Pandya

Name of Directors

Mr. Dhiren K. Thakkar

Mr. Kishor Bhatt

Mr. Bachubhai K. Pate1

Mr. Vinodchandra K. Pandya

Only two committees, namely, Audit Comnlittee and Shareholder/Investor Grievance Committee have been considered as pet- Clause 49 of Listing Agreement.

Category

Chairman & Managing Director

Independent Director . Independent Director

Independent Director

Board Meeting attended during

the year

6

5

6

G

(3) AUDIT COMMITTEE

Whether last AGM attended

Yes

Yes

Yes"

Yes

Chairman of Committee*

Nil

Ni 1

Nil

2

The Board of Directors of the Conlpany has constituted an Audit Committee. The terms of reference to the Audit Coinmittee cover the matters specified under Clause 49 of the Listing Agreement as well as Section 292 A of the Companies Act 1956.

Member of Committees*

Nil

2

2

Nil

W P .I

9 e am* d' Presently the committee consists of 3 Directors: all directors are non-executive bc majority of themv$ being iildepeiident. Tlle committees met 5 tinies during the year review oil 30" April 2009, 3 ls' July, 2009, 2"' September, 2009, 3 1" October 2009 and 3 1"' January. 20 10.

Thc tcrrns of rcfcrcilcc of thc Audit Coinn~ittcc includc. ovcrscciilg of thc Company's financial reporting process. recommendiilg the appollltmeilt a id removal of the extellla1 auditors, fixatloll of the audit fees \\-it11 ina~agemcnt. the annual finallcia1 statements, the adequacy of illtellla1 control systems. internal audit function, reviewing the company's fillailcia1 and risk management, policies. revieu- of the expenses vis-a-vis budget, report on compliances with statutory requirements, revie\ving compliances as regards the Company's Wl~istlc Blojver Policy etc. The audit minxnittee reviews. the adequacy of internal control systems etc. as mentioned in the scope and powers of the Audit Coillinittee in Clause 49 of the Listing Agreement and Sectioil 292A of the Companies Act, 1956.

The millutes of the Audit Committee are circulated to the Board, discussed and taken note of at the Board Meeting.

The attendance record of the members at the meeting is as under.

(4) SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE I I

Name of Director. Mr. Vinodchandra K. Pandya Mr. Kishor Bhatt Mr. Bachubhai K. Pate1

The Board of Directors of Coinpaily has ~oiistituted Shareholders / iilvestors Gi ieva~ce Committee Presently, the Cominittee coilsists of 3 Directors & Chairnlan of the Committee is non-executive director. The Committee met 4 times during the year under review on The committees met 5 times during the year under review on 30" April 2009, 3 1 " May 2009, 2nd Septeinbel; 2009, 3 1 " October 2009 and 3 1" January 2010, The attendance record of the nlenlbers at that meeting is as under:

No. of Meeting Attended 5 5 5

In order to facilitate proinpt and efficieilt services to thc Shareholders for transitioils in connections \vith transfer transmission, dematelialization etc Company has appointed >l/ Link Intinle India Pvt. Ltd. 2 1 1, Sudershail Complex, Nr. Mithakhali Six Roads,Ellisbridge, Ahmedabad - 380 006. As Registrar & Share Transfer Agent as per the circular issued by the SEBI.

Name of Director Mr. Vinodchandra K. Pandya Mr. Kishor Bhatt Mr. Bachubhai k: Pate1

I I The Company has not received any complaints during the year. I I

No. of Meeting Attended 5 5 5

1 1 (5) REMUNERATION COMMITTEE AND POLICY: I I The Board of Directors has constituted a Remulleratioil Committee, to determine the remulleratioil payable to the Managng Director & Executive Direct013 taking into account their quail qualification, experience, contributioil and the prevailiny levels of 1-emuneration in cornpallies of corresponding sire & nature presently the Company is not paymg any remuneration to any of its directors.

The Details of payment of Directors dunng the year are given belon.

Name of Directors

Mr. Dhirei~ K. Thakkar

Mr. Kisllor Bhatt Mr. Bachubhai K. Patel Mr. Vinodchandra K Pandya

" The company has not paid sitting fees in the financial year 2009-2010 to any of the non-executive directors.

(6) GENERAL BODY MEETING

(a) Details of last three Annual General Meeting are as under :

(b) Postal Ballot : t

During the year no resolution was put through postal ballot and neither during the current year any resolution is proposed to be conducted through postal ballot.

(c) Special Resolution :

(7) DISCLOSURES

a) Disclosure on materially significant related party transaction i.e. transaction of the Company of the material nature, with the promoters, the Directors or the Management, their subsidiaries or relatives etc. that may potential conflict with the interests of the Conlpany at large.

As per Note 14 of Schedule 19-Notes on Accounts.

b) Details of non-compliance by the company, penalties and strictures imposed on the Con~pany by Stock Exchange or SEBT or other authority on any matter related to capital markets during lat three years:

18

Sitti~lg Fees for a t t end i~~g Board Meeting & Committee Meeting * Rs.

Rs. Nil

Rs. Nil Rs. Nil Rs. N11

Financial Year 2008-2009

2007-2008

2006-2007

Date 30.09.2009

30.09.2008

29.09.2007

No. of Special Resolutioli passed Nil Nil Nil

Financial Year 2008-2009 2007-2008 2006-2007

Tinie 1 1.00

1 I .OO

10.30

Date of Meeting 30.09.2009 30.09.2008 29 09.2007

Venue T.J.R. House, Opp. Sushruska Hospital, Off. C, G. Road, Navrangpura Ahmedabad-380009 203. Abhljeet-1 , Mithakhali Six Roads, Ellisbrideg, Ahmedabad-380006 401, 4th Floor, Sakar 11, Ellisbrideg, Ahmedabad-3 80006

wg

P Code of Conduct

The Board has laid down a code of conduct for all the Board Members and senior Managenlerit of me company. All the Board Member and Senior Management Persoilnel have affirmed compliance with the Code on an annual basis.

'f d) Whistle Blower Pblicy

The Conlpany do'cs not have any Whistle Blower Policy as of now but no personnel arc being denied any access Lo the Audit Committee.

e) Secretarial Audit \

A qualified practicing Company Secretaiy has carried out a secretarial audit to reconcile the total admitfed capital with National Securities Depositoiy Limited (NSDL) and Central Depositoiy Services (India) Limited (CDSL) and the total issued and listed capital. The secretarial budit report confirms that the- total issued I p a ~ d up capital is in agreement with the total num i ek of shares in physical form and the total n~unber of dematerialized shares held with NSDL and CDSL.

f) Details of Companies with mandato~y requil-ements and adoption of the non- mandatory requirements of this clause :

The Company has complied with all the mandatory requirements. As regards the non - mandatory requirements they are conlplied with to the maximum extent.

g) CEO CERTIFICATION

As provided under Clause 49 of the Listing Agreement with the Stock Exchanges the Managing Director of the Company has certified to the Board in compliance with the Clause 49 (V) regarding CUOICFD certification.

(8) MEANS OF COMMUNICATION

Half yearly repoit sent to each household of No, as the Res~dts of the Company sl~areholders. are p~lblisl~ed in the new papers and

press Releases arc also issued.

Quarterly Results ---do-

Any website where displayed We are in the process of developing on company's website

Newspaper in whish results are normally -- published in Yes Whether Management Discussion and Analysis is a part of the Annua! Report

1 Pursuant to the requirement of Clause 47(F) of the Listing Agreement, the company has also created - -

email address for making investor's grievance hrectly i.e. devikaproteins@y~h~d.co.in

As per Clause 41 of Listing Agreement of Stock Exchanges thc Quarterly (un-audited provisional) and $q Annual Audited Finailcia1 Results of the Company art sent to thc Stock Exchanges immediately after the Board approves them. The results arc published in accordance with the provisions of Listing Agrecnlent ivith ~ t o c k % s c l ~ a n ~ e s .

(9) GENERAL SHAREHOLDERS INFORMATION

(a) Annual General Meeting I I Dale : 30'" September? 20 10

Venue : T.J.R. House. Opp. Sushmsha Hospital. Off. C. G. Road, Navrailgpura. Ahmedabad-380009.

Time : 10:OOA.M

(b) Financial Calendar

For 1 " quarter cndcd on 30' Junt: 20 1 O : on or befoi-e 3 I" July. 20 10 For 2"'lquartcr e~lded on 30" September 2010 : on or before 3 1" Octobcr. 2010 For 3r\uarter ended on 3 1" December 20 10 : on or before 3 1" Janual).: 201 1 For last quarter ended on 3 1" Ma-ch 201 1 : on or before 30"' ~ ~ ~ i l , 2011 AGM for thc yeas ended on 3 1:'' March 20 11 : on or before 30''' Sept. 20 11

(c) Book Closure The Share Tsansfer Books and the Register of Members \$:ill remain closed from Wednesday the 291h day of September. 20 10 to Thursddy, the XIth Septembel; 2010 (both days inclusive).

Name of Stock Exchange The Stock Eschangc M~mlbai Ahmedabad Stock Escha~lge Limited

(d) Listing in Stock Exchanges & Stock Codes Thc names of Stock Exchanges at 1~11ich the equity shares arc listcd and respective stock codes arc as under.

(e) Distribution of Shareholding as on 31" March 2010 was as under:

Stock Code 53 1171 513793

Holding of minimal value of Rs.

(No. of Shares) Up to 5000 5001 to 10000

10001 to 50000

5000 to 100000 I0000 I to 1000000 100000 1 & above Total

No. of Shareholders

9864 664

5 23

89 44 14

11198

% of Shareholder

88 087 5.930

4.670

0.795 0.303 0.125

100.000

Shares

1851310 555390

1 124400

609700 1192100 4944300

10277200

"/u of Shares

18.014 5.404

10.941

5.933 11.599 48.109

100.000

g s J' (0 Shareholding Pattern as on 31 ~ a i - c h , 2010 was as under :

(g) Percentage of Share held in physical & dematerialization form:

Category Resident Indians Non-resident Indials Bodies Corporate Directors & Relatives Total

As on 3 1" March 2010, 5680200 (55.27%) of Shares are held in dematerialized form and the rest 4597000(44.73%) in physical form.

The ISIN Number of Company in INE248CO 10 13

No. of Share Held 53,16,400 3,50,700 6,62,800

39,47,300 1,02,77,200

(h) Address for Correspondence:

YO of Holding 5 1.730 3.412 6.450

38.408 100.00

203, ABHIJEET-I, MITHAKHALI CROSS ROADS, ELLISBRIDGE, AHMEDABAD-380 006.

(i) Address for Registrar & Share Transfer Agents:

Liilk Illtime India Pvt. Ltd. 2 1 1, Sudershan Complex, Nr. Mithakhali Six Roads, Ellisbridge, Ahmedabad - 380 0'06

DECLARATION

As provided under Clause 49 of the Listing Agreement with the Stock Exchange, the Board Me111bel-s and the Senior Manageil~ent personal have coilfirnled compliance with the code of conduct for the financial year ended 3 1 " March, 20 10.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Date : 2nd September, 2010 Place : Ahmedabad

Sdl- DHIREN K THAKKAR

CHAIRMAN & MANAGING DIRECTOR

P" :.: NIMESH M. SHAH 6 CO. '4 Chartered Accountants

.................................................................................................... ....................................................................................................

'Shantam", & Floor, Nr, Havmor Restaurant, Nr. Kalupur Comm. Bank, Nawangpra, Ahmedabad 380009. Tele Fax : (0) 079-26425407/08

....................................................................................................

ALlDlTORS CERTIFICATE ON CORPORATE GOVERNANCE

To, The Members of Devika Proteins Limited Ahmedabad

We have examined the compliance of conditions of Corporate Governance byDevika Proteins Limited for the year ended on 31st March, 2010 as stipulated in clause 49 of the Listing Agreement of the said Company with stock exchange.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our Examination was limited to the procedures and implementation thereof, adopted by the Company to ensure Compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of an opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the Management, we certify that the company has complied with the conditions of the Corporate Governance as stipulated in the above-mentioned Listing Agreement under the clause 49 except that, the website designing and posting of necessary information of the listing requirements on the company's website started last year is still in progress; and that the Company Secretary's office that has been vacated is still vacant for non-availability of the right candidate in spite of the advertisement and other efforts made in that direction. However, though it has been explained to us the management of the company is committed to be persistent in their efforts to ensure that these conditions are also fulfilled at the earliest.

We have to state 'that as per the records maintained by the Company, there was one investor grievance during the year under review which and been attended and resolved & therefore there were no grievances remaining unattended I pending for more than thirty days.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the company.

For, Nimesh M. Shah & Co. Chartered Accountants

(Nimesh Shah) Ahmedabad Proprietor

2"d September, 2010. Membership No. 047856

Chartered Accountants .................................................................................................... ---_^__-___-_______---------------------------------------------------------------------------------

'Shantam ", dh Floor, Nr, Havmor Restaurant, Nr. Kalupur Comm. Bank, Nawangpra, Ahmedabad 380009. Tele Fax : (0) 079-26425407/08

.................................................................................................... ....................................................................................................

I I AUDITOR'S REPORT The Members of DEVIKA PROTEINS LIMITED.

(1) We have audited the attached Balance Sheet of OEVIKA PROTEINS LTD. as a t March 31, 2010, Profit & Loss Account and the cash flow statement of the company for the year ended on that date annexed thereto. These financial statements are the responsi b ~ l ~ t y of the Company's management. Our responsibility is t o express an opinion on these financial statement based on our audit.

(2) Wehaveconductedoumuditimccordancmithauditi nqstandardsgeneral ly accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audi* includes, examining on a test check basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as we1 l as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis fo r our opinion.

(3) As required by Companies (Auditor's Report) order, 2003 issued by the Central Government o f India in Terms of Sub-section (4A) o f section 227 o f the Companies Act 1956 and as per the information and explanations furnished to us and the books and records examined by us in the normal course o f audit. We enclose in the annexure statement on the matters specified in paragraphs 4 and 5 o f the said order.

I I (4) Further t o our comments in the Annexure referred to above, we comment that :

(a) Company has not made provision for doubtful debtors more than six months of Rs. 14037980/- and loans of Rs. 34210837/- and advance recever able in cash or kind of Rs. 15764520/- and advance to creditor Rs. 2211818/- and Deposits Rs. 100000/- resulting in to increasing loss for the year and over statement of deb?ors and loans and advances t o the extend sf above amount. (Refer schedule- 17 Notes on accounts Point-6)

3: 9 e :-: (b) Permanent diminution in market value of quoted investments of book value '4

of Rs. 9929246/- and value of unquoted shares of Classic Co. Op. Bank Ltd. for Rs. 125440/- have not been provided resulting into increasing loss for the year and over siaternent of Investments. (Schedule-17 Accounting policies Point -5)

I (c) Confirmations were not available for debtors, loans, Advances taken a ~ l d I given and creditors. (schedule- 17 Notes on accounts Point- 16) I I

(d) Company has granted interest f ree loans and advance of Rs. 34210837/- to number o f parties (Refer para (iii) (a) (iii) (b)(iii) (c) (iii)(d) annexure t o this report)

(e) Company's holding o f 470000 shares o f M/s Kanel oil and exports industries Itd. are lying with SICOM fo r availing loan t o Kanel oi'l & Exports Industries Ltd.

(f) Internal control system need to be strengthened fo r recovery o f outstanding dues, (Schedule-17 Notes on Account Point-17)

(5) Subject to our foregoing observation in para 4 and i t s consequential effects on profi t / loss and assets/ liabilities for the year as a t 31'' March 2010: we report that:-

(a) We have obtained all the information and explanations which t o the best o f our knowledge and belief were necessary for the purposes o f our audit;

(b) I n our opinion proper books of account as required by law have been kept by the company so far as appears from our examination of those books except our observations under para 4 above:

(c) The Balance sheet, Profi t & Loss account and the cash flow statement dealt with by this report are in agreement with the books o f accounts.

(dl In our opinion the Balance sheet, prof i t & Loss account and the cash flow statement have been prepared in compliance with the applicable accounting standards referred t o in sub-section (3C) of the section 211 of the Companies Act 1956 except mentioned below,

I I (1 1 Accountihg entry of deferred tax assets and deferred tax IiabiJities has I I passed only at the end o f the year.

(ii) Company has not followed AS 13 for permanent reduction in value o f long- term investments.

(e) On basis of information provided by the board o f directors we report that none of the directors is qualified as on 31St March, 2010 f rom being appointed as a director in terms o f clause (g) o f sub-section (1) o f the section 274 o f the Act. I n absence of disclosure f rom all the directors we are not able t o comment on their qualification.

(f) Subject to the e f fec ts o f such adjustments if any, as re fer red in paragraph 4 as might have been determined to be necessary, had we been able t o satisfy ourselves. I n our opinion and t o the best o f our information and according t o explanations given t o us, the said accounts read together with other notes thereon and statement on significant accounting policies give in the prescribed manner the information required by the act, and also give a t rue & fa i r view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance sheet, o f the state o f af fa i rs o f the company as a t March 31, 2010 and

(ii) in the case of the Profit'& Loss account o f the loss f o r the year ended on that date:

(iii) in the case cash flow statement o f the cash flow f o r the year ended on that date

For, NIMESH M. SHAH & CO., Chartered Accountants Reg. No. : 115204W

(Nimesh M. Shah) Partner Membership No. : 047856

Date : znd September, 2010 Place : Ahmedabad.

2: YJ f' ANNtYUIE PEARRED TO I N PAPAPAPH 3 OF THE AUDITOR'S REPORT OF EVEN DATE

(i) (a) The company is maintaining fixed assets records to show full particulars, including quantitative details and situation of fixed assets. Such register is a t the stage of updating during the year.

(b) According to the information and explanations given t o us, fixed assets have been physically verified by the management in phase periodical manner during the year. We have been informed that no material discrepancies were noticed on such verification.

(c) There h ~ s been no disposal of substantial part of the f ixed assets during the year, which may af fect the going concern status of the company.

(ii) (a) According to the information and explanation given to us, inventories have been physically v ~ r i f ied by the management during the year. I n our opinion the frequency of verificatiovi is reasonable having regard to the size of the company av;d the nature of i t s business.

(b) in our opinion and according t o the information and explanation given to us, the procedures of physical verification of inventories followed by the mn~sgzment arc recrson~ble and adequate in relation t o the size of the company and the nature of i t s business. Stock lying with th i rd party's factory have been taken on the basis of stock cert i f ied by th i rd party.

(c) The Company is maintaining proper records of inventory. No material discrepancies were hoticed on physical verification between the physical stacks and the book records.

(iii) I n respect of the loans, secured or unsecured granted or taken by the company to/ from companies, f i rm or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(a) The Company has granted interest f ree loan to 4 companies, 1 f i rm and 2 other parties. I n respect t o of the said loan, the maximum amount outstanding a t any time during the year is Rs. 313.56 Lacs and year-end balances are is Rs. 241.99 Lacs.

(b) I n our opinion anb according t o the information and explanation given t o us, all interest free loans/advances are prima facie prejudicial t o the interest of the company.

1 I (c) I n respect of loan given to associate companies, firms and other parties of the 1 ) company have no repayment schedule.

(d) I n respect o f the loan given by the company, there is no repayment schedule therefore the question o f overdue amount does not arise.

(e) The Company has taken unsecured loan during the year from 1 companies, Nil f i rm and 2 other parties. The maximum amount involved during theyear was Rs. 47.11 Lacs and the year-end balance of loan taken from such parties are Rs. 47.11 Lacs.

(f) I n our opinion and according t o the information and explanation given t o us the rate of interest and other terms and condition are not prima facie prejudicial t o the interest o f the company.

(9) The said loan was taken from associate companies, firms and other parties o f the company are repayable on demand and there is no repayment schedule. I I

(iv) I n our opinion and according t o the information and explanation given t o us, there are adequate internal control procedure commensurate with size of the company and the nature o f i t s business through personal supervision o f management of the company with regard t o purchase of inventories, purchase o f fixed assel-s and f o r the sale of goods and services. According t o us, Internal control system ,need t o be strengthen for loans, advances and debt recovery.

(v) (a) I n our opinion and according t o the information and explanations given t o us the transaction made in pursuance o f contract or arrangement tha t need t o be entered into the register maintained under section 301 o f the companies act, 1956 have been so entered.

(b) I n our opinion and according t o the information and explanations given t o us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies act, 1956 and exceeding the value o f Rs. Five lacs have been so entered if required. I n absence of daily market price and heavy volatility in the daily price, we practically can not comment on reasonableness of market price at which such goods or similar goods, material services have been entered with other parties.

(vi) On the basis o f informations and explanations given t o us company has not accepted any deposit during the year f rom the public, within the mear~ing o f section 58A and 58AP. o f the companies act 1956 and companies (Acceptance of deposits) Rule 1975 with regard t o acceptance and payment o f deposits from public. . ,>

- (vi i) I n our opinion based on the information and explanation given t o us, the

Company has not an Internal Audit system during the year.

(vi i i) Based on the information and explanations given t o us maintenance of cost records has not been prescribed by the central government under clause (d) of sub section (1) of section 209 o f the act.

(ix) (a) According t o the information and explanation given t o us, the company is not regular in depositing with appropriate authorities undisputed statutory dues including Investor Education protection fund, Income tax, sales tax, wealth tax, cess and other material statutory dues, applicable t o it.

(b) According t o the information and explanation given t o us, company has no undisputed amounts payable in respect of income tax, Investor Education Protection fund, wealth tax, cess and other material dues were in arrears as a t 31" March, 2010 for a period of more than 6 months from the date they became payable t o it otherwise than mentioned below.

Inabsence of Sales Tax return copy and non filling f o r 2005-06, 2006-07 and 2007-08, 2008-09 and 2009-10. We can not quantify the liabilities. We can not quantify for interest and penalty on undisputed due.

Statement of arrears of Statutory Dues Outstanding f o r More than Six Months

(c) According t o the information and explanation given t o us, there are no dues outstanding of customs duty, Income tax, Sales tax, wealth tax, Excise and on account o f dispute otherwise than mention below :

Name of the Statute

Sales Tax

Municipal Tax

Amount

(Rs.)

1812421

38403

Nature o f the Dues

Sales Tax

Municipal Tax

Period t o which the amount relates

2005-06 2006-07 2008-09

Due Date

Already Due

Already Due

Date o f Payment

-----

-----

We can not quantify interest and penalty on outstanding.

Statement of Dispute Dues

(XI Accumulated losses a t the end of the financial year is less than f i f t y percent of company's net worth and i t has incurred cash losses in t he current year and incurred cash prof i t in immediately preceding financial year.

(xi 1 I n our opinion and according to the information and explanation given t o us, the company has not generally defaulted in repayment o f dues to Financial Institutions, Banks or Debenture holders.

Name of the Statute

Income Tax

Income Tax

Income Tax

Income Tax

Income Tax

(xi i) According to t he information and explanation given to us and based on the documents and records produced t o us, the company has not granted loans and advance on the security by way of pledge of shares, Debenture and other securities.

Amount (Rs.)

1324370

5941420 4728416 1901976

665060

382518

Nature of the Dues

Order u/s. 153A Order u/s. 153A Order u/s. 153A Order u/s. 153A Order u/s. 153A

(xiii) I n our opinion the company is not a chit fund or Nidhi/Mutual benefit fund/ Society. Therefore the provisions o f clause 4 (xiii) o f the companies (Auditor's Report) Order, 2003 are not applicable t o the company.

(xi v) I n our opinion, the company is dealing In or trading in shares, securities, debentures and other investment. Proper records have been maintained o f the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other securities have been held by the company, in i t s own name except t o the extent o f t he exemption, i f any,

Period to which the amount relates

2003-04

2004-05

2005-06

2006-07

2007-08

granted under section 49 of the Act.

Forum where dispute is pending

C I T Appeal

C I T Appeal I T A T Appeal C I T Appeal

C I T Appeal

C I T Appeal

X

According t o the information and explanation given t o us the company has not given, during the year any guarantee for loans taken by others from Banks or financial Institutions. As a result the question of our commenting whether the

term and conditions are prejudicial t o the interest of the company does not

arise. Company> owned 470080 shares of Kanel Oil & ExporTs Industries Ltd. are lying as collotary to SICOM. All 1nc8estments are doubtfu/ of recovery.

(xvi) I n our opinion and according t o the information given t o us, company has not

taken term loan during the year.

(xvi i ) Company has not raised short term and long term funds during the year.

(xvi i i) According t o the information and explanation given t o us t h e company has not made during the year any preferential allotment o f shares t o parties and companies covered in the register maintained under section 301 of the Con~panies act, 1956.

(xix) According t o the information and explanation given t o us, t he company has not

issued any debentures during the year.

(XX) The company has have not raised money from the public during the year.

I (XX i ) On the basis o f our examination o f the books o f accounts and other relevant 11

records and information made available t o us, prima-facie we have not noticed

any fraud on or by the company during the year, Further the management has

represented t o us tha t no fraud on or by the company has been reported

during the year. However we are unable to determine/ verify as t o whether any such reporting has been made during the year.

For, NIMESH M. SHAH & CO., Chartered Accountants

Reg. No. : 115204W

(Nimesh M. Shah)

Partner

Membership No. : 047856

Date : znd September, 2010 Place : Ahmedabad.

For DNIKA PROTEINS LTD.

DEVIKA PROTEINS LTD.

DHIREN K. THAKKAR (Managing Director)

I i

Place : AHMEDABAD Date : 02/09/2010

VINODCHANDRA PANDYA (Director)

The schedules referred t o above form an iticegrai part of the ! i i . t -ual statemelt;.

As Per Audit Report of Even Date

For NIMESH M. SHAH & CO., (Chartered Accountants) Reg No. :115204W

NIMESH M. SHAH (Partner) Membership No : 047856

Place : AHMEDABAD Date : 02/09/2010

BALANCE SHEET AS ON 31 March 2010

PARTICULARS SOURCES OF FUNDS (1) SHAREHOLDER'S FUNDS :

SHARE CAPITAL

(2) LOAN FUNDS : UNSECUREDLOANS

TOTAL APPLICATION OF FUNDS (1) RXED A S S m :

GROSS BLOCK LESS : DEPRECIATION

(2) INVESMENTS

(3) DEFERRED TAX - ASSETS

(4) CCRRENT ASSETS, LOANS AND ADVANCES : SUNDRY DEBTORS CASH AND BANK BALANCES L O A M AND ADVANCES

TOTAL [A] LESS :CURRENT LIAaILITiES AND PROVISIONS : LIABILITIES PROVISIONS

TOTAL [B] NET CURRENT ASSETS [A - B] :

( 5 ) PROFIT & LOSS A/C

!EL!?&-u - . - t:b~~:riiAM A L C ' 'PJTING POLlCIES NOTES TO THE FINANCIAL STATEMENTS

PREVIOUS YEAR JYN RS.:

102,772,000.00

12,135,285.00

114,907,285.00

6,610,164.00 4,123,832.00 2,486,332.00

18,070,286.00

7,516,295.00

14,587,582.00 414,141.00

67,537,341.00 82,539,064.00

30,O 12,064.00 20,291.00

30,032,355.00 52,506,70~3.00

34,321,663.40

114,907,285.00 1

SCH

1

2

3

4

K

6 7 E

9 1 o

? 7

CURRENT YEAR (IN RS.)

102,77i,SCG.C6

13,325,683.33

116,097,683.00

1,490,455.00 1,468,704.00

21,751.00

18,076,286.00

2,547,oaz.oo

23,Y71,630.00 573,1S9.00

53,426,529.01 77;871,=820

22 412,630.00 o.oa

223412,$3C,C2 -- 5,458,718,CO

39,993,846.iC

116,097,683.00

(ZE

DEVIKA PROTEINS LTD.

The schedules referred to above form an integral part of the financial statements.

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 3 1 March 2010

I AS Per Audit Report of Even Date For D M K A PROTEINS LTD.

PARTICULARS

[A] INCOME: SALES OTHER INCOME

TOTAL [A]

[B] EXPENDITURE: PURCHASE OF FINISHED GOODS DECREASE I N STOCK ADMINISTRATIVE EXPENSES INTEREST & FINANCIAL EXPENSES DEPRECIATION

TOTAL [B]

PROFIT/(LOSS) BEFORE TAX & EXTRAORDINARY ITEM EXTRAORDINARY ITEM ( N m LESS : INCOME TAX

INCOME TAX PROVISION FOR DEFERRED TAX

NET PROFIT/ (LOSS) AFTER TAX BALANCE BROUGHT FORWARD FROM EARLIER YEARS

LOSS CARRIED TO BALANCE SHEET

EARNING PER SHARE

For NIMESH M. SHAH & CO., (Chartered Accountants) Reg No. :115204W

NIMESH M. SHAH (Partner) Membership No : 047856

SIGNIFICANT ACCOLINTING POLICIES NOTES TO THE FINANCIAL STATEMENE 17

SCH

11 12

13 14 15 16

DHIREN K. THAKKAR (Managing Director)

CURRENT YEAR (IN RS.1

27,124,995.00 730,172.00

27,855,167.00

26,081,730.00 0.00

2,468,714.00 3,201.00 4,152.00

28,557,797.00

(-) 702,630.00 (-) 340.0C

0.00 4,969,213.00

(-) 5,672,183.0[1 ' (-) 34,321,663.00

(-) 39,993,846.0C

0.00

PREVIOUS YEAR (IF RS.'

VINODCHANDRA PANDYA (Director)

I Place : AHMEDABAD Place : AHMEDABAD Date : 02/09/2010

et DEVIKA PROTEINS LTD.

Y r

Schedules for theyear Ending 3 1 March, 2010

Schedule : 1 SHARE CAPITAL

PARTICULARS AUTHORISED CAPITAL

EQUITY 11000000 SHARES RS. 10.00 EACH Total :

ISSUEDCAPITAL EQUm/ 10277200 SHARES RS. 10.00 EACH

Total :

SUBSCRIBED AlVD PAID UP EQUITY 10277200 SHARES RS. 10.00 EACH

Total :

Grand Total :

CURRENT YEAR

110,~,000.OCI 110,000,000.00

102,772,000.00 102,772,000.00

102,772,000.00 102,772,000.00

102,772,000,OO

PREVIOUS YEAR

110,000,000.00 110,000,000.00

102,772,000.00 102,772,000.00

102,772,000.00 102,772,000.00

102,772,000.00

Schedule : 2 UNSECURED LOANS

PARTICULARS OTHER LOANS

FROM CORPORATE BODIES FROM DIRECTORS FROM RELATNE OF DIRECTOR

Total :

CURRENT YEAR

8,814,856.00 1,930,634.00 2,580,193.00

13,325,683.00

PREVIOUS YEAR

9,364,458.00 190,634.00

2,580,193.00

12,135,285.00

FIXED ASSETS Schedule : 3 '

4 R T l S

Olliur Building

Electriz Inshlrtion

Funlihuc

Con~pulcrs

Sofi\\xe

P a p R: Cdlalar

Trade Mark

Total

Yrtviuus k a r

R:llr o l

Dcp. */u

1 63

4.75

6.33

16.11

16.21

4.75

15.00

-4s O n 411 12009

372941 7

63855

?2?b427

1440025

18450

!445U

7500

6610164

6901200

GROSS BLOCK AT Add l ( l l e ) d u t i y \.ear

Rc -2734 I7

$.:SZj

.l!?Ii4;7

0

0

0

0

(5119709)

r291036)

COST Tuhl xs on

313112010 0

0

Cl

1440051

I8450

21450

75!10

1490.455

6610164

Totd as on

3131~2010 0

0

(1

1440055

14115

6933

7500

14687114

1123832

Lp lu 313112009 RE.

627 193

3'4516

199'501

1440055

11224

5771

7SM)

4123831

4074488

SET a on

3 31 2010 0

0

U

0

4 3 5

I7517

0

21751

2486332

n 1 . o l ~ ;IS on

3131~009 ? l r32324

3426'1

333936

0

7226

I8678

0

2486332

7871271

During the year

Ks. 0

0

U

0

Z'J'JI

1161

0

4112

207324

DEI'RECIATION Sdc

during fhr yrnr

627193

39586

199150l

0

0

U

0

2659280

1.56981

INVESTMENTS 1 PARTICULARS 1

1000 (P.Y. 1000) SHARES OF IAYKARD PRODUCTS LTD. 1000 (P.Y. 1000) SHARES OF SUNSTAR CHEMICALS LTD. 1000 (P.Y. 1000) SHARES OF UIV:LLIVE FOOD CTD. 11000 (P.Y. 11000) SHARES OF ASIATIK INFRASTRUCTURE LTD. 2000 (P.Y. 2000) SHARES OF GROMOR SOLVANT LTD. 2000 (P.Y. 2000) SHARES OF S.Y.P. AGRO LTD. 2400(P.Y. 2400) SHARES OF ZENITH HEALTHCARE ILTD. 2500 (P.Y. 2500) SHARES OF V.P.POLYCOIV LTD. 300 (P.Y. 300) SHARES OF SONAL SILCHEM LTD. 300 (P,Y. 300) SHARES OF VOLVO TERRY LTD. 50 (P.Y. 50) SHARES OF PENTAFOUR PRODUCTS CTD. 500 (P.Y. 500) SHARES OF BOBSHELL ELECT LTD. 500 (P.Y. 500) SHARES OF DHARMENDRA AGRO LTD. 500 (P.Y. 500) SHARES OF DLF CEMENT LTD. ,500 (P.Y. 500) SHARES OF GUJARAT SIDDHI CEMENT ILTD. 527200 ('Y. 527200) SHARES OF KANEL OIL & EXPORT IIVD. LTD. 970 (P.Y. 970) SHARES OF GALAXY INFOSOFT LTD.

Schedule : 4

UNQUOTED SHARES AKANKSHA FINANCE & INVESTMENT & FINANCE LTD CLASSIC CO.OP.BANK SHARES HINDPRAKASH INTTR.P.LTD HITESH TRADING P. LTDSHARE MACKCUR LABORATORIES LTD. NATIONAL SAVINGS CERTFICATES-LYING WITH SALES TAX (AT COST) PRECISION TECHNOFEB & ENGG. SHARE SANAND MEMBERS ASSOCIATIONS (SAKAR-111 OFFICE PLEDGE WITH SBS) THE KALOL NAGRIK SAH.BANK LTD

CURRENT YEAR

I I

Total :( 18,076,286.00( 18,076,286.00

PREVIOUS YEAR

( See Note : Schudele-17 Notes to the Financial Statements Point - 23 )

I

Schedule : 5 DEFERRED TAX ASSETS

PARTICULARS DEFFERED TAX ASSETS

Total :

CURRENT YEAR 2,547,082.00

2547082.00

PREVIOUS YEAR 7,516,295.00

7516295.001

Schedule : 6 SUNDRY DEBTORS

PARTICULARS Debts Outstad~nq for a per~od

Exceedrng SIX months : Other Debts :

Total :

CURRENT YEAR

14,037,980.00 9,833,650.00

23,871,630,OO

PREVIOUS YEAR

14,587,582.00 0.00

14,587,582,OO

Schedule : 7 CASH AND BANK BALANCE

PARTICULARS BALANCE WITH OTHER BANK

BALANCE WITH OTHER BANK

CASH IN HAND CASH IN HAND

MAXIMUM BALANCE WITH : DENA BANK - Rs. 9,4971- STATE BANK OF INDIA - RS. 1,464,329/-

Total :

CLIRRENT YEAR

24,619.00

548,570.00

573,189.00

PREVIOUS YEAR

25,383.00

388,758.00

414,141.00

Schedule : 8 LOANS AND ADVANCES

PARTICULARS OTHER

ADVANCE RECOVERABLE IN CASH OR [N KIND OR FOR VALUE TO BE RECOVERED ADVANCE TO CREDITORS DEPOSITS INCOME TAX AND TDS LOANS LOANS TO DIRECTOR OTHER CURRENT ASSETS

Total :

CURRENT YEAR

15,764,520.00

2,211,818.00 100,000.00 388,813.00

32,532,732.00 2,408,346.00

20,300.00

53,426,529.00

, PREVIOUS YEAR

18,764,520.00

8,306,130.00 105,500.00 349,116.00

37,583,429.00 2,408,346.00

20,300.00

67,537,341,001

CURRENT LIABILITIES

CURRENT LIABLLmES PARTICULARS

DEPOSIT GLOBAL TRADE FINANCE

ADVANCE PAYABLE I N CASH OR KIND PATEL CHANDRAKANT KHODIDAS & CO SHAH HIMMATLAL & CO.

STATLITORY LIABILITIES MUNICIPAL TAX PAYABLE SALES TAX PAYABLE TDS PAYABLE ON PROFESSIONAL FEES

CURRENT YEAR

500,000.00

685,000.00 1,705,410.00

2,390,410,OO

38,403.00 1,812,421.00

5,625.00 1,856,449.00

4,746,859.00

PREVIOUS YEAR

500,000.00

685,000.00 1,705,410.00

2,390,410.00

255,617.00 1,8 12/42 1. 00

6,248.00 2,074,286.00

4,964,696.00 SUNDRY CREDITORS PARTICULARS

FOR EXPENSES SUNDRY CREDITORS FOR EXPENSES

FOR TRADING GOODS

CURRENT YEAR

1,158,970.00

PREVIOUS YEAR

SUNDRY CREDITORS FOR GOODS 111861264m00 I

Total

0

17,665,771.00 25,047,368.00

Schedule : 10 PROVISIONS

PARTICLILARS PROVISION FOR INCOME TAX

Total :

CURRENT YEAR 0.00

0.00

PREVIOUS YEAR 20,291.00

20,291.00

Schedule : 11 1

PARTICLILARS GAWAR SEED MAIZE OIL REFINED

Total :

Schedule : 12 OTHER INCOME

PARTICULARS CURRENT YEAR PREVIOUS YEAR INTEREST 93,888.00 65,490.00 KASAR & VATAV 171,034.00 0.00 RENT 215,250.00 475,559.00 SEllLEMENT CHARGES (NET) 250,000.00 0.00

Total : 730,172.00 541,049.00

CURRENT YEAR 27,124,995.00

0.00

27,124,995.00

PREVIOUS YEAR 4,198,616.00 1,272,961.00

5,471,577.00

INCREASEIDECREASE I N STOCK

:-:

Schedule : 14 I I

: I

I I Schedule : 15 11

1 Schedule : 13 PURCHASE

..

ADMINISTRATIVE EXPENSE PARTICULARS AGM EXPENSE

,PA.RTlCV,LASS GAWAR SEED

Total :

APPEAL FEES AUDlT FEE DEPOSITRY FEES KASAR & VATAV LEGAL & PROFESSIONAL FEES LISTING FEE LOSS ON SALE OF FIXED ASSETS MISC. EXP OFFICE MAINTENANCE EXP. POST & TELEGRAM EXP. R.O.C. EXPENSES SALARY SHARE TRANSFER EXP. STAMPING CHARGES STATIONARY & PRINTING EXP. STOCK EXCHANGE PENALTY CHARGES

'

CURRENT YEAR\ PREVIOUS YEAR 2,630,001 2,245.00

CURRENT YEAR 26,081,730.00

26,081,730.00

Schedule : 16

PREVIOUS YEAR 3,860,573.00

3,860,573.00

PARTICULARS O~enina Stock

OPENING STOCK Sub Total

Less: Closing Stock .CLOSING STOCK Sub Total

(INCREASE)/ DECREASE I N STOCK

-

INTEREST AND FINANCIAL EXPENSES PARTICULARS ( CURRENT YEAR( PREVIOUS YEAR

I I

FINANCIAL CHARGES BANK CHARGES BANK COPIMISSION INTEREST PAID TO OTHERS

CURRENT YEAR

0.00 0.00

0.00 0.00 0.00

1 I 1 Total :I 3,201.00( 1,887.00 /

PREVIOUS YEAR

1,048,074.00 1,048,074.00

0.00 0.00

1,048,074.00

SCHEDULE - 17 SIGNIFICANT ACCOUNTING POLICIES & NOTES TO THE FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES *

A Method of Accounting

(i) The financial statements are prepared under historical cost convention, on accrual basis and are in accordance with the requirements of the Comyanics act, 1956.

(ii) The company generally follows mercantile system of accc!unting and recognizes sibmificant item of income and expenditure on accrual basis.

B Revenue Recognition

(i) SALES Sales are inclusive of all the duty, forwarding charges and inclusive of sales tax.

(ii) Interest and consignment comn~ission inconics are accounted on accrual basis.

(iii) Dividend income are realized on cash basis.

(iv) VatavIKasar and Settlement Income are recobmised on settlement of account.

(v) Commodities set tlemcnt incornelcharges recobmize on settlement of dues.

Expenses All purchase and expenses, except expenses of certain traditional nature like bonus 'md other expenses tlf sirnil,~ nature ,uc rccogiizcd on accrual basis. Castor seed, Castor oil and other Commodities purchases are recorded as per invoice date. Settlement charges are debited on settlement as per management's opinion and decision. Provision for Telephone, Mobile and Other expenses are accounted as decision of management on classification between various g r o u ~ compnnieslfirm.

D Fixed Assets and Depreciation Fixed Assets arc stated at cost less accumulated depreciation. Cost of acquisition is inclusive of incidental expenses. Depreciation is charged on a pro-rata basis at the Straight line method at the rates prescribed in Schedule XIV of the Companies Act 1956.

E Investments All Investments are long-term hvestments. Provision for permanent diminution in value ol investment made if is is otherwise than temporary. Provision for permanent diminution in value of investments in associate firm has not bccn made.

1 F Inventories Raw Materials and finished goods are valued at cost or net realizable value whichever is lower.

G Deferred Tax In accordance with the Accounting Standards - 22 Accounting for taxes on Income, issued by the Institute of Chartered Accountants of India, Deferred tax resulting from timing difference between book ,and tax profits is accounted for, at the current rate of tax, to the extent that the timing differences are expected to crystallize.

Deferred tax assets arising on account of brought forward losses and unabsorbed depreciation are recognized only when there is virtual certainty supported by convincing

a evidence that such assets will realized as a principle of prudence. Deferred tax assets arisii~g on other temporary timing differences are recognized only if there is a reasonable certainty of realizatioi~.

H Retirement Benefits Gratuity, other ex-gratia benefits and leave encashment are accounted on cash basis. Provisions for Provident Fund, Super annuation, pension and ESIC are not applicable to the company as number of employees are below statutory limit.

I Miscellaneous Expenditure Preliminary expenses and Share issue expenses have been amortized over a period of years as defined in section 35D of Income Tax Act, 1961.

J Provision for Bad and Doubtful DebtsILoans and Advances Provision for debtor Bad and Doubtful debts, Loans and Advances are provided as per t11c management opinion and thcir discretion.

K Contingent Liabilities Contingent L~abilities are determined on the basis of available information.

L Impairment of Assets Impairment loss is charged to the profit and loss account in the period in which, an asset is identified as impaired, when the carrying valuc of the asset exceeds its recoverable value. The impairment loss recogruzed in the prior acco~mting periods is reversed if there has been a change in the estimate of recoverable amount.

NOTES TO THE FINANCIAL STATEMENTS

2. Contingent liabilities not provided for Rs. NIL (Previous Year Rs. NIL)

(a) Claims lodged agdinst the company not acknowledged as debts, such amounts are unascertainable.

(b) Liabilities on account of non filling of sales tax return for last few years can not be quantified.

3. Figures in Balance Sheet have been regrouped and rearranged wherever necessary so as to make then1 compxable with in the current year.

4. Figures in the Balance sheet are rounded off to the nearest of the rupee.

5. Management have broadly reviewed the basis of compiling details and information and made test checked wherever considered necessary. The books and / or the details / information compiled in the company on the computer.

6. Writing off debtors Bad and Doubtful debts, loans and advances are as per management's decision and opinion. Company is engaged in business of Agriculture products so payments are due or payablc on thc basis of quality of product so claim of Dcbtors/Crcditors arc accountcd at thc timc of settlement of claims.

7. Contract remaining to executed on Capital Account not provided for Rs Nil/- (Previous year nil) I I 8. Amount paid by way of Remuneration to statutory Auditors:

(i) Audit Fees (ii) Income-tax Matter (iii) Tax Audit Fees

( exclusive of service tax )

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

10. Related party transactions are follow :

(a) Purchase

(b) Sales

(c) Advance Paid

(d) Advances Received

(e) Salary

(f) Unsecured loan repaid

(g) Unsecured loan Received

Key M'mgement

Personnel

Association Relatives of

Key M,magement

Personnel 0

0

0

0

0

0

0

0

0

0

0

(140000)

0

0

To tal

As. on 31.03.2010 Credit Balance Maxim~un Balance

Maximum Balance

ote: (1) Details given above are provided for transaction during the year.

(2) Previous year figures have been shown in the brackets.

(3) Following opening transactions are not part of above figures.

(i) 47000 Shares of Kanel oil and Export Industries Ltd belonging to the company had been given to SICOM as collateral securities for availing the loan to Kanel Oil and Export Industries Limited.

(4) Details of only those related parties have been shown with whom we hme transaction

: 1. Hitesh K. Thakkar-Resip -14/05/2010

Dhiren K. Thakkar 3. Sejalben 6. Shah-Resign-09/03/2010 4. Mit G. Shah-Resip-09/03/2010 5. Anil Dhanesha-Resip -14/05/2010 6. Vinodchandra K. Pandya-Appoint -05/04/2009 7. Bachubhai Kachardas Patel-Appoint -05/04/2009 8. Anuj Jayeshbhai Desai-Appoint -09/03/2010 9. Kishorbhai Pravinchandra Bhatt-Appoint -09/03/2010

) Associations : 1. Dhiren Enterprise Devika Roadlines Pvt. Ltd.

3. Hjtesh Trading Pvt. Ltd. 4. Rohin Enterprise

Kanel Oil & Exports lndustries Ltd. 6. TJR Finance Ltd. 7. TJR Sons Ltd.

Manibhadra Petrochem Pvt. Ltd. Manibhadra Tradelink Pvt. Ltd.

10. Shaan Graphics 11. Shaan Enerby Ltd.

@ :-: DEFERRED TAX LIAB.IL1TY \ ASSETS :

Deferred tax Current Year Deferred tax f

(assets)/Liability Charge/(Credit) (assets)/Liabil i tv as at 31.03.2009 as at 31.03.2010 '1 .................... ------------------ ....................

(a) Carried forward (7766864) 5221414 (2545450) losses ii~cluding ul~absorbed depreciation

(b) Difference 250569 (252124) (1555) between book and tax depreciation

--------------- ------------- ---------------

(7516295) 4969290 (2547005) -------- -------- ------- - - - - - - - -------- --------

Notes :

(a) In accordance with Accounting Standards 22"Accountii1g for Taxes on Income" issued by the Institute of Chartered Accountants of India, the Company has provided for deferred tax during the year.

(b) The Company expel-ts to generate taxable income in the coming years, which would enable it to utilize the carrv forward deferred tax assets.

(c) Company has not provided for deferred tax assets for speculative loss and short term capital loss.

12. In the opinion of the Board of Directors, the Current Assets, loans & Advances are approximately of value stated if realized in the normal course of business.

13. Company has not received share certificates of Rs. 1254401- from Classic Co-op. Bank on allotment, 572001- Shares certificate of Kanel Oil & Export Industries Ltd has been misplaced. Company is in process of availing duplicate shares certificate or write off the investments on the basis of available details. Company takes physical verification of investment once in three years. During the year on verification of quoted shares we could not find shares of Rs. 6565831-

14. QLTNTITATIVE INFORMATION OF OPENING STOCK, PURCHASES, SALES, CLOSING STOCK & CONSUMPTION OF RAW MATERIALS (AS CERTIFIED BY THE MANAGEMENT)

Sr Product Unit 31.03.2010 31.03.2009

1. Castor Oil Rec. from Castor Seed b1.T 0.000 0 000 Rec.from Castor Corn Oil M.T 0.000 0.000

2. Castor Cake 3. Castor DOC 0.000 0.000

Rec. from Castor Cake M.T 0 000 0.000 Rec. from Packing Material

4. Cotton Refined Oil M.T 0.000 0 000 5. Maize Oil M T 0.000 0.000

6. Packing Material Nos. Rec. from Castor Seed 0.000 0.000

Rec. from Castor DOC 0.000 0.000

Rec. from Castor Cake 0.000 0.000

(B) OPENING STOCK

CURRENT YEAR PREVIOUS YEAR

1. Maize Oil

(C) PURCHASE OF RAW MATERIALS, FINISHED GOODS AND PACKING MATERIAL

Sr Product Umt CURRENT YEAR PREVIOUS YEAR

1. Gawar Seed M.T. 11571.76 26081730 2682.31 3860573

(Dl SALE OF CASTOR SEED, OIL, DOC AND PACKING MATERIAL

Sr Product Unit CURRENT YEAR PREVIOUS YEAR

Qty Amount Qty Amount

. , 1 , Gawar Seed 11571.76 27124495

-,st8F3?6 v ' j if; " , i A r > ~ j , l l A I J ~ I l ~ , J lx'*l ,-9:1. :fl 9 i]f,,d[) 1~ ~ ( 2 , j f ~ ~ l ' 79 l

(E) CLOSING STOCK

15. Provision of Clause 4 of Part I1 of schedule VI of the Companies Act, 1956, regarding:

(a) Value of Imports: Nil

(b) Expenditure incurred in Foreign Currency: Nil

(c) Amount of remittance in Foreign Currency on accounts of dividends: Nil

(d) Export Earnings: Export of goods on FOB basis Rs. Nil (P.Y. Nil)

16. Account confirmations in respect of accounts of Sundry Debtors, Creditors, Loans and Advances have not been received and they are subject to confirmations and reconciliation, if any. The management is of the opinion that adjustments, if any arising out of such reconciliation would not be material effecting financial statements of current periods. Above adjustments are subj~ct to certain claims and settlement.

17. The management is in the process of taking stringent remedial actions for recovery of outstailding dues from debtors and loans and advances through out the year. The Company is in process of developing proper internal control system for obtaining confirmations.

18. The Company has initiated the process of identifying the suppliers who qualify under the definition of Micro and Small Enterprises, as defined under the Micro, Small u-td Medium Enterprises Development 4ct, 2006. Since no intimation has been received from the suppliers regarding their status under the said Act as at 3lSt March, 2010, disclosures relating toamoun ts ui~paid as at the year end, if any, havenot been furnished. h~ the opii~ion of the mai~agement, the impact of interest, if any, that-may be payable in accordance with the provisions of the Act is not expected to be material.

19. Managerial Remuneration to Managing Director 2009-2010

Salary 0.00

Computation of net profit for the purpose of managerial remuneration in accordance with the companies Act, 1956 has not been given as no commission by way of

I percentage of profit has been paid for the period under review and Managing Director has waived his remuneration due to absence of profit.

$1

l"20. Amount due from Companies under the same management and from 'b

I Directors/Directorfs relatives are as follows: (as required by listing agreement)

PARTICLJLARS T..OANS AND ADVANCES IN THE NATURE OF LOAN OUT STANDING (*)

Maximun~ Balance Balance as on 31.03.2010 (i) Directors 2408346 2408346 (ii) Relative of Directors Nil Nil (iii) Companies, firm under 28947396 21790458

Same management

(*) Amount of loans, advances in the nature of loan where there is no repayment schedule or repayment beyond seven years.

(*) Amowit of loans/advances in nature of loan where there is no interest or interest

below section 372A of conipailies Act, 1956. ( All account are interest free given )

21. Wherever external evidence in the form of bills, invoice, and debit notes, credit notes, Journal entry etc are not available. h4anagement has relied upon tlie internal vouchers prepared and authenticated by the directors/Authorized officers of the company and

1 also eiitry passed in the accounts maintained by the company.

I I 22. Outstanding forward contracts as on the Balance Sheet date were NIL.

23. In absence of market quotations at the end of ihe year, market value of quoted investments as at Balaiice sheet date cannot be conm-tented. Company is in process of transferring certain physical shares in its name. Provision for permanent dinuiushng value of investnlents has not been made as such investnlents we in associate concern. In absence of intrinsic value of unquoted inrrestnleiits we could not written off.

24. Due to settlenlent dispute with debtor/creditor, advance given and advan.ce taken we could not quantify closing balance at the end of year as such balances have been arrived by unilateral actions. Amount of dispute can not be quantified. No fraud by company or on compaiiy has been initiated during tlie year.

25. NSC matured could not be encaslied as they are lying with sales tax department. Recovery of such NSC are negligible.

1 ) 26. We could not en~ploy h l l time compaiiy secretary uIs.383A of Companies Act, 1956, due I ( ' to non-availability of professional.

27. The informationjdetails given in the Audit report are as per the books maintained and determined and informatioil are compiled and furnished on the computer.

28. Companjr's Shares have been listed on Bombay Stock Exchange after Compliance with all the formalities as per Listing Norms.

29. Company's results publish with actual results in books not comparable due to variable in reconciliation of internal accounts.

30. Balance with Axis Bank Ltd. are Nil in statement but they have off the lien debited bank charges to us for inoperation. We have not consider such charges and made balance Nil as close of accounts.

31. The statement of significant Accountii~g policies and the Notes numbered 1 to 30. Above form an integral part of the accounts for the accounts for the year ended on 3lSt March, 2010.

As Per Audit Report of Even Date For DNIKA PROTEINS LTD.

For NIMESH M. SHAH & CO., (Chartered Accountants) Reg No. :115204W

NIMESH M. SHAH (Partner) Membership No : 047856

DHIREN K. THAKKAR (Managing Director)

VINODCHANDRA PANDYA (Director)

Place : AHMEDABAD Date : 02/09/2010

Place : AHMEDABAD Date : 02/09/2010

I

DEVIKA PROTEINS LTD.

PART I V

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

I I. I~egistration Details

Registration No. I ~ 6 7 1 2 0 ~ ~ 1 9 9 4 ~ ~ ~ 0 2 2 1 9 9 ]state Code w l ( R e f e r Code List)

Balance Sheet Date 11 11 (TI Date Month Year

11. Capital raised during the year

Public Issue 0 .oo

I I 111. Position of Mobilisation and and Deployment of Funds

II I Total Liabilities

116097.68

Riqhts Issue I 0.00 1

Private Placement 0.00

Total Assets 1 116097.68 1 1

1) Sources of Funds

Secured Loans I 0.00

Paid-up Capital Share Application Money Reserves & Surplus

11 Application of Funds

102772.00 I 0.00

Net Fixed Assets [ 21.75

0.00

I I Net Current Assets

Unsecured Loans

Investments 18076.29

Misc. Expenditure 0.00

u - IV. Performance of Company (Amount in Rs. Thousands)

+ - Profit/ Loss before tax I 702.97

here + for profit and - for Loss

Earning per Share in Rs,

Total Expenditure

+ - Profit1 Loss after tax

Dividend Rate (O/O)

V. Generic Names of Three principal products/ Services of Corr~pany (as per monetary terms)

Item Code No. 1 I (ITC Code)

Product Description

As Per Audit Report of Even Date For DNIKA PROTEINS LTD.

For N:[MESH M. SHAH & CO., (Chartered Accountants) Reg No. : 115204W

NIMESH M. SHAH (Partner) Membership IVo : 047856

Place : AHMEDABAD Date : 02/09/2010

DHIREN K. THAKKAR (Managing Director)

Place : AHMEDABAD Date : 02/09/2010

VINODCHANDRA PAN[ (Director)

DEVIKA PROTEINS LTD.

I I CASH FLOW STATEMENT FOR THE YEAR ENDED ON 3 1 MARCH 2010

PARTICULARS CASH FLOWS FROM OPERATING ACTIVITIES NET PROFIT BEWRE TAXATION AND EXTRAORDINARY ITEMS ADJUSTMENT FOR: INDIRECT INCOME ADMINISTRATIVE EXPENSES DEPRECIATION INTEREST PAID DECREASE I N CURRENT ASSETS (OTHER THAN CASH) DECREASE I N CURRENT LIABILITIES CASH GENERATED FROM OPERATIONS INCOME TAX PAID CASH FLOW BEFORE EXTRAORDINARY ITEMS EXTRAORDINARY ITEMS (DR) NET CASH FROM OPERATING ACTNITIES

CASH FLOWS FROM INVESTING ACTIVITIES PROCEEDS FROM SALE OF FIXED ASSETS INDIRECT INCOME NET CASH FROM INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES PROCEEDS FROM ISSUANCE OF SHARE CAPITAL PROCEEDS FROM LONG-TERM BORROWINGS ADMINI5rRATIVE EXPENSES INTEREST PAID NET CASH USED IN FINANCING A c n v l n E s

NET INCREASE I N CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD CASH AND CASH EQUIVALENTS AT END OF PERIOD

Place : AHMEDABAD Date : 02/09/2010

For DNIKA PROTEINS LTD.

DHIREN K. THAKKAR (Managing Director)

TOTAL I N RS. -7

VINODCHANDRA PANDYA (Director)

I I AUDITOR'S REPORT

We have checked the attached cash flow statement of DEVIKA PROTEINS LIMmED for the year ended 3lSt March, 2010 from the books and records maintained by the company in the ordinary course of business and have subject to comparative figures for the year ended 31" March, 2009 having been disclosed found in accordance therewith.

For, Nimesh M. Shah & Co,, Chartered Accountants Reg No. : 115204W

( Nimesh M. Shah ) Partner

DEVIKA PROTEINS LTD. E! x 4

List for the Year Ending 31 March, 2010

List : 2 UNSECURED LOANS

PARTICULARS 1 CURRENT YEAR] PREVIOUS YEAR] FROM CORPORATE BODIES Adani Exports Ltd(agro) Loan K a r n a ~ t i Dye Chem P.ltd Shaan Energy Limited

FROM DIRECTORS Dhiren Thakkar

FROM RELATIVE OF DIRECTOR Gopalbhai N.shah

Total : 1 13,325,683.00 1 12,135,285.00 1 - List : 6

-

- .- ---. SUNDRY DEBTORS

PARTICUIARS I CURRENT YEAR: PRE\fJ.O?IS YEAR] Deb& Ouhtad inq f o r a per iod I

I Exceeding six months :

DEBTORS FOR CASTOR O I L SALES Adani Exports Ltd. - Agro Oil Vikrarn Ricinal Derivatives Ltd. Vishal Export Overseas Ltd.

DEBTORS FOR CASTOR SEED SALES Dhiren Enterprise Adani Exports Ltd. - Seed Hitesh Trading Pvt. Ltd. Manibhadra Petrochem Pvt. Ltd.

DEBTORS FOR OTHER INCOME Adani Exports Ltd .(exp A/c) Kunwarji Commodities Brokers P.ltd .(ncdex) Kunwarji Comodities Brokers P.ltd(mcx) Adani Exports Ltd.

DEBTORS FOR PALOLEIN O I L SALES Swepra Hygein Foods P.ltd.

Deb& Outstadinq for a per iod Other Debts :

DEBTORS FOR GAWAR SEED SALES Keloth Oleochem Pvt Ltd

I I

Total :( 23,871,630.001 ., 14,587,582.00

e

I I

Total :( 573,189,001 414,14l.~l 1

CASH AND BANK BALANCE

LOANS AND ADVANCES PARTICULARS ADVANCE RECOVERABLE I N CASH OR I N KIND OR FOR VALUE TO BE RECOVERED Bhavesh A. Chaudhari Binaben A. Chaudhari . Suresh U. Gadecha Ambuja Shipyard & Soft Ltd. Hindustan Credit Capital Ltd. Lyons Merchandise Ltd. Tristar Organics Ltd. Galaxy Stock Brokings Ltd. Liverpool Firiance Ltd. Suchak Medical Centre

PREVIOUS YEAR

1,274.00 9,497.00

11,345.00 3,267.00

25,383.00

PARTICULARS BALANCE WlTH OTHER BAN:K B.m.c.b A/c:80818 Dena Bank State Bank Of India The Kalol Nagrik Sahakari Bank Ltd.

ADVANCE TO CREDITORS Kanel Oil & Export Ind.ltd Gayatri Trading Co.naroda Shree Shyam Industries Sudarshan Oil Industries

CURRENT YEAR

649.00 9,175.00

10,478.00 4,317.00

24,619.00

DEPOSITS Telephone Deposits Kunwarji Commodities Brokers Ltd.

INCOME TAX AND TDS Income Tax Receivable -2002-03 Income Tax Receivable -2003-04 Income Tax Receivable -2004-05 Income Tax Receivable -2005-06 Income Tax Receivable -2006-07 Income Tax Receivable -2007-08 Income Tax Receivable -2008-09 Tds - 2010

LOANS Kanel Oil & Export Ind. Ltd. Devika Road Lines Pvt. Ltd. Manibhadra Tradelink Pvt. Ltd lagjivandas Liladhar & Sons Shree Trading Corporation Kaushal Trading TIR Sons

List : 08 ( 1 CURRENT YEAR PREVIOUS YEAR

LOANS TO DIRECTORS Yit G.shah 914,500.00 914,500.00

OTHER CURRBCTAS€S Interest Amued b EU? on NSC

I I I

Total :I 53,426,529.00) 67,537,341.00

List : 9 CURRENT LIABILITIES

I GLOBAL TRADE FINANCE

CURRENT LIABILITIES

ADVANCE PAYABLE IN CASH OR KIND PATEL CHANDRAKAIVT KHODIDAS & CO SHAH HIMMATLAL & CO.

PARTICll LARS DEPOSIT

STATUTORY LIABILITIES IYUNICIPAL TAX PAYABLE SALES TAX PAYABLE TDS PAYABLE ON PROFESSIONAL FEES

CURRENT YEAR

Ahmedabad Stock Exchange Nimesh M. Shah & Co., Rasikbhai U Bajania Dhiren K, Thakkar Shaan Graphics Rudra Graphics Anish Gupta Vinayak Sarkhot

PREVIOUS YEAR

I I Total ( A)I 4,746,859.001 4,964,696.00

SUNDRY CREDITORS PARTICllLARS SUNDRY CREDITORS FOR EXPENSES

System Support Services Total ( i )

CURRENT YEAR PREVIOUS YEAR

37,896.00 1,158,970.011

23]067.00 1,186,264.00

SUNDRY CREDITORS FOR GOODS CREDITORS FOR CASTOR SEED PURCHASE Gulmnabi Usmar~bliai-idar M.n.brothers Mukeshkumar Pankajkumar Rohin Enterprise S.ma hendrakumar-jamnagar Sanjay layantilal Guru Shah Pravinkumar Manilal-idar Sona Trading Co.-naroda Tha.ratilal Ramjibhai Yogesh Corporation -deesa ,

CREDITORS FOR PAMOLEIN Anchor Oil Limited Shree Geeta Oil Industries

CREDITORS FOR CASTOR DOC PURCHASE Champion Impex Pvt.ltd.

CREDITORS FOR GAWAR SEED PURCHASE . Pan kaj Traders-dhanera

1,140,949.00

Total ( ii ) 16,506,801.00 23,861,104.00

Total ( B ) =( i ) + ( ii ) 17,665,771,001 25r0471368*00 I Total ( A + B) : 1 22,412,630.00 1 30,012,064.00 1

DEVIKA PROTEINS LIMITED Regd.Office: 303, ABHIJEET-I, MITHAKHALI CROSS ROADS, ELLISBRIDGE,

AHMEDABAD-380 006

ATTENDANCE SLIP 16th Annual General Meeting - 30th September 2010

I / We hereby record my / our presence at the SIXTEEN ANNUAL GENERAL MEETING of the Compaily held at T J R. House, Opp. Sushnisha Hospital, OK C. G. Road, Navrangpura, Ahmedabad-380009 on the 30th September2010 at 10.00 a.m.

Full Name of member

Regd. Folio No. No. of Shares held I I Clint ID No. D. P. ID No.

Full Name of Proxy

Member's / Proxy's Signature I I Note: A Shareholder / Proxy wishjilg to attcnd the meeti~lg must bring the Attendance Slip to the meeting and hand it over at the entrance duly tilled and signed.

- - - - - - - - - - - - - - - - - TEAR HEAR - - - - - - - - - - - - - - - - - - - - DEVIKA PROTEINS 1,IMITED

Regd.Oftice: 303. ABHIJEET-I, MITHAKHALI CROSS ROADS, ELLISBRIDGE, AHMEDABAD-380 006

1 Registered Folio No. I PROXY FORM ' II

of in the district of I I being a Member / Members of the above named Company, hereby appoint Shri. / Sint.

o f in the I I District of as my / our PI-oxy to attend and vote for me / us and on my / our behalf at the SIXTEEN ANNUAL GENERAL MEETING of the Conlpaily to be held on 30tldh September 201 0 at 10 :00 a.m. and at any adjoulnn~ent thereof.