dharti proteins 2013 annual report 2012-2013 dharti proteins limited 1 notice notice is hereby given...

19th

Annual Report2 0 1 2 - 2 0 1 3

DHARTI PROTEINS LIMITED(Formerly Known as Devika Proteins Ltd.)

Regd. Office : 203, 2nd Floor, Abhijeet-1, Mithakhali Six Roads,Ellisbridge, Ahmedabad - 380 006.

DHARTI PROTEINS LIMITED(Formerly Known as Devika Proteins Ltd.)

CIN : L67120GJ1994PLC022199 DATE OF INCORP : 06/06/1994

COMPANY REGISTRATION NO.: 04-22199 NOMINAL SHARE CAPITAL : RS. 11,00,00,000

NINETEENTH ANNUAL GENERAL MEETING PROGRAMME

DATE : 28TH SEPTEMBER, 2013

DAY : SATURDAY

TIME : 09.00 A.M.

VENUE : REGISTERED OFFICE OF THE COMPANY AT :203, 2ND FLOOR, ABHIJEET-1, MITHAKHALI SIX ROADS,ELLISBRIDGE, AHEMEDABAD-380 006.

NOTE TO SHAREHOLDERS:-

As a measure of economy, copies of the annual report will not be distributed at the annual GeneralMeeting. Shareholders are requested to kindly bring their copier to the meeting.

BOARD OF DIRECTORS :-

Shri Dhiren Thakkar Chairman and Managing DirectorShri Vinodchandra Pandya DirectorShri Radheshyam R. Lodh DirectorShri Kishorkumar Bhatt DirectorShri Alpesh Kiritbhai Patel DirectorShri Rao Kamalkant Director

AUDITORS :- BANKERS :-

M/S NIMESH M.SHAH & CO. State Bank of IndiaChartered Accountants Dena BankAhmedabad. The Kalol Nagrik Sahakari Bank Ltd.

REGISTRAR & SHARE TRANSFER AGENT :- REGD. OFFICE :-

System Support Services, 203, 2nd Floor, Abhijeet-1,209, Shivai Industrial Estate, Mithakhali Six Roads,89, Andheri Kurla Road, Ellisbridge,Sakinaka, Andheri (E), Ahmedabad - 380 006.Mumbai - 400072.

19TH ANNUAL REPORT 2012-2013 DHARTI PROTEINS LIMITED

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NOTICE

NOTICE is hereby given that the 19TH ANNUAL GENERAL MEETING of the members of DHARTI PROTEINS LIMITED,will be held on Saturday, the 28th September, 2013 at 9:00 A.M. at 203, 2nd Floor, Abhijeet-1, Nr. Mithakhali Circle,Ellisbridge Ahmedabad-380 006, to transact the following business :ORDINARY BUSINESS :1. To receive, consider and adopt the Profit and Loss Account for the period ended as on 31st March, 2013,

Balance Sheet as on that date and the Report of the Directors' and Auditors thereon.2. To appoint a Director in place of Shri Vinodchandra Pandya, who retires by rotation at the ensuing Annual

General Meeting and being eligible offers himself for reappointment.3. To appoint Auditors and fix their remuneration.

Registered Office : On behalf of the Board203, 2nd Floor, Abhijeet-1, for DHARTI PROTEINS LIMITEDNr. Mithakhali Circle, Ellisbridge,Ahmedabad-380 006.

Dhiren ThakkarDated : 02/09/2013 Chairman

NOTES :(a) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT PROXY TO

ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER.THE INSTRUMENT APPOINTING PROXY SHOULD HOWEVER BE DEPOSITED AT THE REGISTERED OFFICEOF THE COMPANY NOT LESS THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THEMEETING.

(b) The Register of Members and Share Transfer Books of the Company will remain closed from 27th September,2013 and 28th September, 2013.

(c) Members holding shares of the Company under more than one Ledger Folio are requested to send to theRegistrar & Share Transfer Agents of the Company, details of all such folios together with the Share Certificatesfor consolidating the folios into one. The Share Certificates will be returned to the shareholders after makingthe requisite endorsement thereon.

(d) All correspondence relating to Change of Address & Shares of the Company may please be addressed tothe Company's Registrar and Share Transfer Agents M/s. System Support Services, 209, Shivai Industrial Estate,89, Andheri Kurla Road, Sakinaka, Andheri (e), Mumbai – 400 072.

(e) Members are requested to bring their copy of the Annual Report to the Meeting, as copies of the Reportwill not be distributed at the Meeting.

(f) Members seeking further information about the Accounts and/or Operations of the Company are requestedto send their queries to the Company at its Registered Office at least TEN days before the date of the Meeting.

(g) At the ensuing Annual General Meeting Mr Vinodchandra Pandya, will be re-appointed, the brief resume ofthis director is as under:Name Mr. Vinodchandra PandyaAge 70 yrs.Qualification B.A. (Economics)Expertise in Specific Area AdministrationDate of First Appointment on the Board of the Company 05.04.2009Name(s) of the other companies in which Directorshipheld and Committee Membership/Chairmanship held. Kanel Industries Ltd.

Registered Office : On behalf of the Board203, 2nd Floor, Abhijeet-1, for DHARTI PROTEINS LIMITEDNr. Mithakhali Circle, Ellisbridge,Ahmedabad-380 006.

Dhiren ThakkarDated : 02/09/2013 Chairman

DHARTI PROTEINS LIMITED 19TH ANNUAL REPORT 2012-2013

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DIRECTORS’ REPORT

To,The Members,DHARTI PROTEINS LIMITEDAhmedabad.

Dear Shareholders,

The Directors are pleased to present the 19th Annual Report together with Audited Financial Accounts for the yearended 31st March, 2013:

FINANCIAL RESULTS :During the year, the company has earned income of Rs 266613/-. The Company has during the year incurredadministrative expenditure of Rs. 605250/- (Previous year was of Rs. 2554903/-). After making provision for depreciationof Rs. 1161 (Previous year was of Rs. 2405/-), the company incurred a loss of Rs. 338636.00 (Previous year lossof Rs. 679031/-).After making necessary adjustments for prior period expenses and exceptional and extra ordinaryitems and taxes, a Net Loss of Rs. 338636/- (Previous year of Rs. 3192977 /-) is carried to Balance sheet.

DIVIDEND :In the view of carried forward losses, your directors do not recommend any dividend for the year under review.

TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND OR OTHER DUES :The Company does not have any amount lying with it as Unpaid/ Unclaimed Dividend which is required to be transferredto the General Revenue Account of Government of India as per provisions of Section 205C of the Act. The Companydoes not have any outstanding liabilities on account of Interest or Principal of matured / accrued and unpaid/ unclaimedamount of Deposits, Debentures or other such amounts.

CAPITAL STRUCTURE :There was no change in the Authorized, issued, subscribed or paid up share capital of the company during theyear under review.

BUY BACK OF SHARES :The Company has not made any Buy back of its equity shares during the year as per provisions of section 77,77A or other provisions of the Act. The board further report that no such liabilities on account of buy back of sharesif any declared in the past are outstanding.

DEMATERIALIZATION OF SHARES : The ISIN allotted to the company is INE248C01013. The Company’s shares are available for dematerialization withboth the depositories ie. NSDL and CDSL. The directors recommend to dematerialize the shareholding by everyshareholders as the trading in shares on stock exchange is compulsorily required to be done in demat mode only.

SEGMENTWISE REPORTING AS-17 :The company is operating only in one segment of manufacturing and selling distributing of the edible and non edibleoil, castor oil and sale castor oil and it’s by product De-oiled Cakes. Hence no separate Segment wise Accountingis required and given herewith.

RELATED PARTY TRANSACTION AS - 18 :The company has granted interest free loan to 5 companies, 2 firm. In respect to of the said loan, the maximumamount outstanding at any time during the year is Rs. 179.36 Lacs and year end balances are is Rs. 132.70Lacs. The Company has also taken unsecured loan of Rs. 36.47 Lacs from other parties. However proper disclosurehas been made in the notes to the Accounts Schedules.

INFORMATION PURSUANT TO THE LISTING AGREEMENT AND SEBI CIRCULAR NO.SMDRP/CIR-14/98 DATEDAPRIL 29TH, 1998 :The company’s shares are at present Listed on Ahmedabad and Mumbai Stock Exchanges. The company has dulypaid the annual listing fees up to the including the year 2012-2013 i.e. up to 31.03.2013 for the stock exchangeof Mumbai. The company is not paying the annual listing fees for the Ahmedabad Stock Exchange due to NOtrading facilities available on the said stock exchange, Due to financial losses; the company has not made provisionof fees payable to stock exchange, Ahmedabad. The company’s trading is suspended on the stock exchange, Mumbai.


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The company is regular in submitting all quarterly and other compliances as per listing agreement. The company’sshares are currently being traded on the Bombay Stock Exchange.

CORPORATE GOVERNANCE :Report on Corporate Governance and management discussion and analysis as required vide Clause-49 of the ListingAgreement along with Management Discussion and Analyses report, Auditors Certificate are annexed to this report.

DEPOSITS :The company has accepted Deposit from the public in violation of section 58A and 58AA of the Companies Act1956 and Companies (Acceptance of deposits) Rule 1975 with regard to acceptance and payment of deposits frompublic.

DIRECTORS :Mr. Vinodchandra Pandya retires by rotation at the ensuing Annual General meeting.

DIRECTORS RESPONSIBILITY STATEMENT :Pursuant to the provisions of Section – 217(AA) of the Companies Act, 1956, your Directors declare that:

i) In preparation of the annual accounts, as far as possible and except to the extent if any accounting standardsmentioned by the auditors in their report as not complied with, all other applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

ii) The Directors had selected such accounting policies and applied them consistently and made judgments andestimates that are responsible and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and after the profit or loss of the company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of the adequate accounting recordsin accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;

iv) The Directors had prepared the annual accounts on a going concern basis.

PARTICULARS AS REQUIRED UNDER SECTION 217(1)(E) :a) Conservation of Energy: -NIL- (As the company is not in operations throughout the year)

b) Technology Absorption: In the view of the business activity, the question of technology absorption does notarise.

c) There are no foreign exchange earnings and outgo during the year.

PARTICULARS OF EMPLOYEES :There are no employees in the company drawing salary/ remuneration in excess of the limits specified in the rules,hence, the statement as required under Section – 217(2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules, 1975 has not been furnished.

APPOINTMENT OF INTERNAL AUDITOR :The company is in process of appointing an independent Chartered Accountant to act as an Internal Auditors asper suggestion of auditors in order to strengthen the internal control system for the company.

AUDITORS OBSERVATION :The notes to the Accounts of the company are self explanatory. However the explanation and clarification from theboard of Directors on the specific observation made by the Auditors in their report are as under:

(1) NON PROVISIONAL OF BAD AND DOUBTFUL DEBTS :The company has outstanding Debtors for more than six months of Rs. 2,18,55,685/- and long term loansand advances of Rs. 50156083/- shall resulting in to increasing loss for the year and over statement of debtorsand loans and advances to the extent of above amount. The Company is in process of recovering the duesfrom its Debtors who were in financial troubles during their bad faces. The company is doing the businessand is hopeful of recovery from such other debtors from its past dues as per the normal business practices.

(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 listedcompany’s share. These values continue to fluctuate frequently with the rise and fall of the capital market.


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The company will account for the long Capital Gains or Losses upon liquidation of investment as per theincome tax act. The management has not made provision for diminution in value of investment. Provision forpermanent diminishing value of investment in unquoted investment has not been made in absence of intrinsicvalue of unquoted investments hence could not be written off.

(3) NON RECEIPT OF CONFIRMATION OF ACCOUNT :The company has the practice of receiving confirmation from parties for sundry creditors, debtors, loan, advancesand unsecured creditors if any from their respective accounts. Certain confirmations for sundry debtors, creditors,loans and advances are pending for such receipt. The company has send reminders to the concerned partiesand will receive the same in due course of time. The company has not made settlement of accounts throughjournal entry or indirect payment.

(4) INTEREST FREE LOANS/ADVANCES GRANTED TO NUMBER OF PARTIES :These loans and advances were granted to number of parties as interest free. The company has been inprocess of their recovery through legal process. The company is also trading business with some of the partiesand through this system also the company will endeavor to recover such advances or treat the same asadvance payments for procurement of goods and materials.

OTHER OBSERVATION :Company has not followed AS-13 for permanent reduction in value of long term investments. Other observations madeby the auditors are self explanatory in nature and does not required further clarification.

FORMULATION OF AUDIT COMMITTEE IN COMPLIANCE WITH THE PROVISIONS OF SECTION 292A OF THECOMPANIES ACT 1956.The company has formed an audit committee within the organization under the Chairmanship of Mr. VinodchandraPandya an independent director. The committee consists of 3 independent directors who are not in any way relatedor interested with the promoters or the management. The company has also appointed professionals as advisorsin this committee. The terms and reference of scope of work for the committee is as per clause 45 of listing agreementon code for corporate governance. Further details are given in complete report of corporate governance in Annexure-A to this report.

STATUTORY INFORMATION :The statutory information relating to the conservation of Energy, technology Absorption, Adaption, Research &Development, Foreign Exchange Earning and outgo required to be as per the provision section 2l7(1)(e) of the companiesact-1956 and the companies (Disclosure of particulars in the report of Board of directors) Rules 1988 are not applicableto the company hence not given here with.

MATERIAL CHANGES :No material changes have taken place since the closure of the financial accounts up to the date of this reportwhich may substantially affect the financial performance or the state of affairs of the company.

ACKNOWLEDGEMENT :Your directors take on record and acknowledge the devotion made and hard work put by its advisors, consultants,bankers, various government authorities, stock exchanges, professionals and all other persons, institutions associatedwith the company at all levels.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Date : 2nd September, 2013 DHIREN K. THAKKARPlace : Ahmedabad CHAIRMAN & MANAGING DIRECTOR


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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

PURSUANT TO CLAUSE 49 OF LISTING AGREEMENT, A MANAGEMENT DISCUSSION & ANALYSIS REPORTIS GIVEN BELOW :

CURRENT STATUS OF THE COMPANY :Due to accumulated financial losses the company is not in a position to raise funds by way of borrowing frombanks or financial institutions for up gradation of the technology. The current status of the financial position of thecompany

FUTURE COURSE OF ACTION FOR REVIVAL :In the current scenario, the management has decided to put all its efforts in realization of Investment, Loans andcurrent assets, sundry debtors etc. so that it has required sufficient financial resources at least to run its fixedcost expenses.. Major work of accounting, books keeping and record keeping including taxation, legal etc. are beingeither outsourced or assigned to independent consultants on reasonable fees so that recurring expenses are reducedand no fixed cost are incurred. The fees are normally negotiated on result based and work performance based only.

CAUTIONARY STATEMENTS :The statements made in the report are based upon assumptions and expectations of future events. Actual resultscould however differ in future. The company assumes no responsibility in respect of forward looking statements thatmay be amended or modified later on the basis of subsequent developments, information and also subject approvals,consents of members in AGM/ EGM and also subject approvals from various government agencies, departments,etc. Any future non compliances or non performance may occur in the event of non receipt of such approvals, consentsor any other events which may occur in future beyond the control of the management or company.


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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 efforts whereby ensuringthe transparency, accountability and responsibility in our dealing with employees, shareholders, consumersand community at large. The Board of Directors represents the interest of the company by way of providingnecessary guidance and strategic vision to the company.

2. BOARD OF DIRECTORS :The composition of the Board, Category of Directors and Number of Directorship & Membership / Chairmanshipof Committees in other Companies are as under :

Name of Director Category Remuneration No. of Outside No. of Outsidereceived during the Directorship(s) Committee Positionyear under review Held Held

Public Private Member ChairmanMr. Dhiren K Chairman &Thakkar Managing Director NIL 2 2 2 NILAlpesh KiritbhaiPatel Director NIL 3 3 NIL NILRao Kamalkant Director NIL 2 1 NIL NILVinodchandra Pandya Director NIL 1 2 NIL NILRadheshyamRampal Lodh Director NIL 2 NIL NIL NILKishorkumar Bhatt Director NIL NIL 1 NIL NIL

Number of Board Meetings :During the year under review, 6 Board Meeting were held on, 28th April, 2012, 10th August, 2012, 5th September,2012, 29th September, 2012, 20th October, 2012 and 18th February, 2013.

Directors Attendance Record :Name of Director Category Board Meeting attended Whether last

during the year AGM attendedMr. Dhiren K Thakkar Chairman & Managing Director 6 YesAlpesh Kiritbhai Patel Director 0 NORao Kamalkant Director 6 YesVinodchandra Pandya Director 0 NORadheshyam Rampal Lodh Director 0 NOKishorkumar Bhatt Director 6 Yes

BOARD COMPOSITION AND ATTENDANCE OF DIRECTORS AT MEETINGS :Board of Directors of the Company consists of six Directors. Shri Dhiren Thakkar is Chairman and ManagingDirector of the Company. None of the Directors on the Board is a member on more than 10 Committeesand Chairman of more than 5 Committees including Dharti Proteins Ltd.The Present Composition of the Board of Directors is as under :Name of Director Designation Type Executive/Non ExecutiveShri Dhiren Thakkar Chairman & Managing Director Promoter ExecutiveShri Vinodchandra Pandya Director IND Non-ExecutiveShri Kishorkumar Bhatt Director IND Non-ExecutiveShri Alpesh K. Patel Director IND Non-ExecutiveShri Rao Kamalkant Director IND Non-ExecutiveShri Radheshyam Rampal Lodh Director IND Non-Executive


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3. COMPOSITION OF VARIOUS COMMITTEES WITHIN THE ORGANISATION :(A) AUDIT COMMITTEE :

As a measure of good corporate governance and to provide assistance to the Board of Directors inoverseeing the Boards responsibilities your Company had constituted an Audit Committee. The Committeecovers matters specified as per Clause 49 of the Listing Agreements.The audit committee of the Board of Directors is as under :

No. Name Type No. of Meeting Attended

1. Mr. Vinodchandra K. Pandya Chairman 52. Mr. Kishor Bhatt Member 53. Mr. Radheshyam Rampal Lodh Member 0

The terms of reference of the audit committee mandated by your board of Directors whichis also in line with the statutory and regulatory requirement are:a. Oversight of the Company's financial reporting process and the disclosure of its financial information

to ensure that the financial statement is correct, sufficient and credible.b. Recommending the appointment and removal of external auditors, fixation of audit fees and also

approval for payment for any other services.c. Reviewing with management the annual financial statements before submission to the board.d. Reviewing with management, external and internal auditors, the adequacy of internal control systems.e. Reviewing the adequacy of internal audit function including structure of the internal audit department,

staffing and seniority of the official heading the department, reporting structure coverage and frequencyof internal audit.

f. Discussion with internal auditors on any significant findings and follow-up thereon.g. Reviewing the findings of any internal investigations by the internal auditors into matters where there

is suspected fraud or irregularity or a failure of internal control systems of a material nature andreporting the matter to the board.

h. Discussion with external auditors before the audit commences nature and scope of audit as wellas have post-audit discussions to ascertain any area of concern.

i. Reviewing the Company's financial and risk management policies.j. Carrying out any other function as mentioned in the terms of reference to the Audit Committee.

(B) ROLE AND RESPONSIBILITY OF AUDIT COMMITTEE :The Audit Committee oversees the Company’s financial reporting process and disclosure of its financialinformation, to recommend the appointment of Statutory Auditors and fixation of their remuneration, toreview and discuss with the Auditors about internal control systems, the scope of auditor including theobservation of the Auditors, adequacy of the internal audit system, major accounting policies, practicesand entries, compliance with accounting policies, practices and entries, compliance with accountingstandards and Listing Agreement entered in to with the Stock exchanges and other legal requirementsconcerning financial Auditors any significant finding there on, to review the Quarterly, Half Yearly andAnnual Financial statement before they are submitted to the Board of Directors.The Committee also meets the operating management personal and reviews the operations, new initiativesand performance of the business units. Minutes of the Audit Committee meeting are circulated to theMember of the Board, discussed and taken note of.Other duties include review of factory operations, cost control method, systems, inventory managementsystems, production programmes, logistic management for movement of goods, disposal of scrap andnon usable goods and materials, their accounts, legal and corporate taxation compliances etc.

4. INVESTOR GRIVANCE COMMITTEE :(A) TERMS OF REFERENCE :

To look into the complaints, if any and redress the same expeditiously. Beside, the committee approvesallotment, transfer & Transmission of shares, Debentures any new certificates on split \ consolidation\ renewal etc. as may be referred to it by the Committee. In addition the committee also looks into the stock exchange listing agreement compliances and also the shareholder and general public interestinformation through proper media and stock exchanges from time to time.


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(B) FORMATION :Your Company had constituted Shareholders/Investor's Grievance Committee as required under Clause49 of the Listing Agreement.The Committee consists 3 members. Shri Vinodchandra K. Pandya is a Chairman and Shri Kishor BhattShri Alpesh K. Patel and Shri Bachubhai K. Patel are members of the Committee. The Committee resolvescomplaints like transfer of shares, non receipt of Annual Reports etc. as received from the Investorsand provide information to the Board of Directors of the Company.The Company has received __ complaints from the shareholders and same were resolved during theyear.During the year the Committee held 12 meeting (Last Saturday of every month) The Attendance of Membersat the Meeting was as follows :

No. Name Type No. of Meeting Attended

1. Shri Vinodchandra K. Patel Chairman 122. Shri Kishor Bhatt Member 123. Shri Alpesh K. Patel Member 1

(C) FUNCTIONS OF INVESTORS SERVICES COMMITTEE :The company has merged in this committee its earlier committee of share Transfer. This Committeelooks in to all aspects and business related to Shares, Bonds Securities and retail investors. The committeealso looks after the Dematerialization process of equity shares. The Committee is also empowered tokeep complete records of shareholders, Statutory Registers relating to shares and securities, maintainingof the complete record of share Demated, Investors Grievances, complaints received from investors andalso from various agencies.The committee meets every month to approve all the cases of shares Demat, transfer, issue of duplicateand resolution of the investors’ complaints, submission of information to various statutory authorities likeNSDL / CDSL SEBI stock Exchanges Registrar of companies periodically and from time to time.Other function roles duties powers etc. have been clearly defined in line with the clause 49 of the ListingAgreement and kept flexible for medication by the Board from time to time.

5. REMUNERATION COMMITTEE :The Company is not paying any remuneration to all its Directors. As the Company has no business commercialactivities, it has not earned any profit and has long overdue accumulated losses in its books of accounts;hence, it is not paying any sitting fees or commission of net profit or any other remuneration in kinds toany of its Directors. The Company does not have any Key Managerial Personnel receiving remuneration ofmore than Rs.2, 00,000/- Per Month.The Company is regular in labour compliances and payment of statutory labour dues with relevant authoritiesin time. In view of the size of the company and its financial operations, no remuneration committee is formedwithin the organization.Further except the cash salary and allowances no other benefits in the form of stock options or ESOP etc.are being offered to any Directors of the Company or to any key managerial personnel’s for the year.NO OF BOARD AND COMMITTEE MEETING HELD DURING THE YEAR :

Name of the Committee No. of Meeting heldBoard 6Audit Committee Of Board 5Investor Grievance Committee 12

DIRECTORS PRESENT AT THE LAST ANNUAL GENERAL MEETING DATED SEPTEMBER 29, 2012.No. Name of the Directors Designation1. Shri Dhiren Thakkar Chairman and Managing Director2. Shri Vinodchandra Pandya Director


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DETAILS OF ANNUAL GENERAL MEETING HELD DURING THE LAST 3 FINANCIAL YEARS :

Year Location Date Day Time No. ofSpecialResolution

2009-2010 T.J.R. House, Opp. Sushrusha Hospital, 30.09.2010 Thursday 10:00 AM NilOff C.G. Road, Navrangpura, Ahmedabad-380009.

2010-2011 203, 2nd Floor, Abhijeet-1, Nr. Mithakhali Circle, 30.09.2011 Friday 9:00 AM NilEllisbridge Ahmedabad-380 006.

2011-2012 203, 2nd Floor, Abhijeet-1, Nr. Mithakhali Circle, 29.09.2012 Saturday 9:00 AM NilEllisbridge Ahmedabad-380 006.

EXTRA ORDINARY GENERAL MEETINGS :No Extra Ordinary General Meetings were held during the year.

PASSING OF THE RESOLUTIONS BY POSTAL SYSTEM :The company had not during the passed a Resolution under section 293(1)(a) of the Companies Act 1956by means of postal Ballot.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :The Management Discussion and Analysis Report are forming part of the directors’ report also of the CorporateGovernance Report is separately given elsewhere.

DISCLOSURES :A - MATERIALLY RELATED PARTY RRANSACTION :The company has granted interest free loan to 5 companies, 2 firm. In respect to of the said loan, the maximumamount outstanding at any time during the year is Rs. 179.36 Lacs and year end balances are is Rs. 132.70Lacs. The Company has also taken unsecured loan of Rs. 36.47 Lacs from other parties. However properdisclosure has been made in the notes to the Accounts Schedules.

B - DETAILS OF LEGAL COMPLIANCES :The Company is regular in filing of Balance Sheet and other records with Registrar of Companies, StockExchanges, Filing of Income Tax return, sales tax returns, submission of quarterly financial results, shareholdingpatterns other documents with the stock exchanges etc. But the Company is not regular in depositing withappropriate authorities undisputed statutory dues including Sales tax, Income tax, wealth tax, cess and othermaterial dues were in arrears as at 31st March, 2013 for a period of more than 6 months from the datethey became payable to it.

C - DETAILS OF NON COMPLIANCE :There were no penalties imposed on the company by stock exchanges or SEBI or any statutory authorityon any matter related to capital markets during the last three years.

MEANS OF COMMUNICATIONS :A. ESTABLISHMENT OF INTERNAL MANAGEMENT INFORMATION SYSTEMS :

The company has established the Management information system whereby each and every functiondepartments are providing their performance heads. The functional heads have autonomy for redressedof problems and HRD problems or functional problems at their own level. Any problems requiring policydecisions are being intimated to Audit Committee for redressed or amendments in the policy and procedure.The progress reports are being regularly on monthly basis intimated to the Audit committee throughthe Financial Officers of the company who in turn put the same to Audit Committee. All the Investorsgrievances officer or share department related queries are addressed to the compliance officer who inturn put the same before the investors Grievances Committee.

B. INFORMATION SYSTEM BETWEEN COMMMITTEE AND THE BOARD :Both Audit committee and Investors Grievances Committees receive periodical regular information fromthe concerned function heads, and after resolution of all the problems re-communicate the same tofunctional heads for further communications and implementation of any suggestions. The progress reportand minutes of all meetings held of both the committees are being placed before the Board for informationand information and taking the same on records.


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C. INFORMATION SYSTEM BETWEEN THE COMPANY AND INVESTORS :The Company is regularly taking on record the unaudited financial results on quarterly basis as perrequirements of the Clause 41 of the listing Agreement and the same are published in English andGujarati News Papers in time. Further these original paper cutting are also being submitted to stockExchanges in time. The material information relating to the business of the Company is being intimatedto the Stock Exchange who in turn publishes the same in their daily official bulletin. The Audited FinancialBalance Sheet is being dispatched to every shareholder in time at their registered addresses.

STATUTORY COMPLIANCE MADE AND RETURN ETC. FILED :The Company has duly complied with the provision of the companies Act 1956, all the provisions of the ListingAgreement. The Company has also filed various unaudited financial results, Balance Sheets, Income Tax returnsand other statutory returns with all the authorities in time. There were no defaults made in any such complianceduring the financial year and no legal action of any nature has been taken against the company or its officers/ directors.

OTHER DETAILS :INVESTORS GRIVANCE DEPTT : 203, 2nd Floor, Abhijeet-1, Nr. Mithakhali Circle,

Ellisbridge Ahmedabad-380 006.E.mail : [email protected]

BOOK CLOSURE DATE : September 27, 2013 To September 28, 2013(Both days Inclusive)

REGISTRAR AND SHARE : System Support ServicesTRANSFER AGANT 209, Shivai Industrial Estate, 89,

Andheri Kurla Road, Sakinaka, Andheri (E),Mumbai-72. Telefax: 022-28500835E.mail : [email protected]

ISIN NUMBER OF THE COMPANY : INE 400 N 01017

DIVIDEND PAYMENT PROGRAMME : No dividend is recommend For the year.DETAILED PROGRAMME OF THE : Date - 28th September, 201318TH ANNUAL GENERAL MEETING Day - Saturday

Time - 9.00 A.M.Venue - 203, 2nd Floor, Abhijeet-1, Nr. Mithakhali Circle,

Ellisbridge, Ahmedabad-380006.LISTING DETAILS : Equity Shares of the Company are Listed on following Exchanges

- The Stock Exchange, Ahmedabad- The Stock Exchange, Mumbai

SCRIP CODE : ASE Code 531171BSE Code 513793

STOCK EXCHANGES ADDRESS : The Stock Exchange Ahmedabad,1st Floor, Kamdhenu Complex, Near Panjara Pole,Ambawadi, Ahmedabad-380 009.The Stock Exchange, Mumbai,1st Floor, Rotunda Building, P.J. Towers, Dalal Street,Fort, Mumbai-400 001.

INVESTORS GRIEVANCE OFFICER : Shri Kishor P. BhattDirector & Compliance OfficerDharti Proteins Limited, Registered Office, at Ahmedabad.

STATUS ON INVESTORS COMPLAINTS : Beginning of the Year - NILReceived during Year - NILResolved during Year - NILOutstanding end Year - NIL


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Market Quotations And Number Of Shares Traded During The Financial Year Ended On 31/03/2013.Company : DHARTI PROTEINS LTD. 531171Period : Apr 2012 to Mar 2013Month Open High Low Close No. of No. of Total Delive- % Deli. * Spread

Shares Trades Turnover rable Qty toQuantity Traded

Qty H-L C-OApr 12 2.68 3.25 2.46 3.24 36,433 172 1,04,699 36,433 100.00 0.79 0.56May 12 3.20 4.33 3.04 3.72 3,27,919 403 11,47,887 3,27,919 100.00 1.29 0.52Jun 12 3.55 4.15 3.44 3.57 2,57,942 160 10,05,190 2,57,942 100.00 0.71 0.02Jul 12 3.40 3.73 2.86 3.62 3,98,624 145 13,44,247 3,98,624 100.00 0.87 0.22Aug 12 3.60 5.15 3.38 4.99 3,56,522 292 14,36,906 3,56,522 100.00 1.77 1.39Sep 12 5.19 5.72 4.62 5.52 5,49,289 383 28,44,692 5,49,289 100.00 1.10 0.33Oct 12 5.60 9.90 5.25 8.63 47,34,070 2,191 3,97,86,643 47,34,070 100.00 4.65 3.03Nov 12 8.46 8.46 5.97 5.97 3,95,772 201 26,64,710 3,95,772 100.00 2.49 -2.49Dec 12 5.98 6.92 5.76 6.40 11,28,542 860 70,79,907 10,05,448 89.09 1.16 0.42Jan 13 6.52 6.97 5.69 5.69 4,32,764 502 27,56,314 3,96,359 91.59 1.28 -0.83Feb 13 5.42 6.18 5.07 5.07 1,51,243 352 8,72,781 1,25,748 83.14 1.11 -0.35Mar 13 4.82 4.91 3.62 4.00 18,298 101 76,436 18,298 100.00 1.29 -0.82* Spread, H-L : High-Low, C-O : Close-OpenThe trading in shares are resumed by the stock exchange at BSE. The shares are traded in demat formonly. All shareholders are required to dematerialize their shareholding before doing trading.WEIGHTAGE OF COMPANY’S SHARES IN SENSEX AND PRICE MOVEMENT OF SHARES WITH MOVEMENTOF SENSEX CO-RELATION.The Company’s shares are not included in the List of Companies for SESEX Calculation. It is not part ofSENSEX Group Company. The company’s share prices are quoted at very minimal rate. Its prices are notcomparable with the sensex and its movement effect.CATEGORY WISE HOLDING OF SHARES (AS ON 31/03/2013) :Category No. of shares held % of HoldingPromoters / Directors / PACs 301127 2.93Body Corporate shareholders 2195112 21.36Public Shareholders 7699599 74.92NIRs / FIIs / OCBs etc 81362 0.79TOTAL 10277200 100.000

DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH, 2013 :Share Holding of Shares Number of %Age Shares %Ageof Rs. (No. of Shares) Shareholders Total Allotted TotalFrom - To1 - 500 9198 84.53 1746398 16.99501 - 1000 788 7.24 665033 6.471001 - 5000 669 6.15 1530502 14.895001 - 10000 103 0.95 757034 7.3710001 - 9999999999 124 1.13 5578233 54.28

TOTAL 10882 100.0000 10277200 100.0000SHAREHOLDING PATTERN AS ON: 31ST MARCH, 2013.


Date : 2nd September, 2013 DHIREN K. THAKKARPlace : Ahmedabad CHAIRMAN & MANAGING DIRECTOR


12

COMPLIANCE WITH THE CODE OF CONDUCT FOR BOARD OF DIRECTORSAND KEY MANAGEMENT PERSONNEL

To,The Members,Dharti Proteins LimitedAhmedabad.I, Dhiren K. Thakkar, Chairman of the Company, hereby certify that all the Board Members and Senior ManagementPersonnel of the Company have affirmed their compliance with the Code of Conduct in accordance with Clause-49.I.D of the Listing Agreement entered into with Stock Exchange.As required by Clause 49 of the Listing Agreement, Certificate of Compliance with the Corporate GovernanceRequirements by the Company issued by Auditors is given as an annexure to the Directors’ Report.We further confirm that during the year, none of the Directors or any of the Key managerial persons had doneany trading in shares of the Company in the secondary market. Further the company had not made any allotmentof shares to any Directors or any of the key managerial personnel during the year.The above Report was adopted by the Board at their meeting held on 2nd September, 2013.


Date : 02/09/2013 DHIREN K. THAKKARPlace : Ahmedabad CHAIRMAN & MANAGING DIRECTOR

CERTIFICATION BY CHIEF EXECUTIVE OFFICER ANDCHIEF FINANCIAL OFFICER OF THE COMPANY

I, Shri Dhiren Thakkar, Chairman Managing Director of Dharti Proteins Limited, hereby certify the board that:(a) We have reviewed the financial statements and the cash flow Statement for the year and that to the best

of our knowledge and belief; (I) this statement do not contain any materially untrue statement or omit any material fact or contain statement

that might be misleading:(II) These statement together present a true and fair view of the Company affairs and are in compliance

with existing accounting standards, applicable laws, and regulations.(b) There are to the best of our knowledge and belief, no transactions entered into by Dharti Proteins Limited

during the year which are fraudulent, illegal of violative of the Company's Code of Conduct.(c) We are responsible for establishing and maintaining internal controls for financial reporting in Dharti Proteins

Limited and we have evaluated the effectiveness of the internal control system of the Company pertainingto financial reporting. We have disclosed to the auditors and Audit Committee, deficiencies in the design oroperation of such internal controls, if any, of which we are aware and steps we have taken or propose totake to rectify these deficiencies.

(d) We have indicated to the auditors and the Audit Committee:(I) Significant changes in internal controls over financial reporting during the year.(II) Significant changes in accounting policies during the year and the same have been dissolved in the

notes to the financial statements.(III) Instance of Significant fraud of which we have become aware and the involvement therein, if any, of

the Management of an employee having a significant role in the Company internal control system.(e) We affirm that we have not denied any personal access to the Audit Committee of the Company (in respect

of matters involving alleged misconduct, if any.)(f) We further declare that all Board Members and Senior Management have affirmed compliance with the Code

of Conduct for the current year.


Date : 02/09/2013 Vinodchandra K. Pandya DHIREN K. THAKKARPlace : Ahmedabad DIRECTOR CHAIRMAN & MANAGING DIRECTOR


13

PRACTISING COMPANY SECRETARY’S REPORT ONCOMPLIANCE OF CORPORATE GOVERNANCE

ToThe Members ofDHARTI PROTEINS LIMITEDAhmadabad.

We have read the Report of Directors on Corporate Governance and have examined the relevant records relatingto compliance of conditions of Corporate Governance by the Dharti Proteins Limited for the year ended 31st March,2013, as stipulated in Clause 49 of the Listing Agreement executed by Company with the Stock Exchanges.

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examinationwas limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of theconditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statementsof the Company.

In our opinion and to the best of our information and according to the explanations give to us, we certify that theCompany has complied with the conditions of Corporate Governance as stipulated in the Listing Agreement.

We State that no investors complaints are pending for a period exceeding for 30 days against the Company asper the records maintained by the Share Transfer and Investors Grievance Committee.

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

Date : 02/09/2013 For Kamlesh. M. Shah & Co.,Place : Ahmedabad Practicing Company Secretary,

SD/-

(Kamlesh. M. Shah)Proprietor

ACS : 8356, COP : 2072


14

INDEPENDENT AUDITOR’S REPORT

ToThe Members ofDHARTI PROTEINS LIMITED

Report on the Financial Statements :We have audited the accompanying financial statements of DHARTI PROTEINS LIMITED, (“the company”) whichcomprise the Balance Sheet as at 31/03/2013 and the Statement of Profit and Loss and cash flow statement forthe year then ended, and a summary of significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statements :Management is responsible for the preparation of these financial statements that give a true and fair view of financialposition, financial performance and cash flow of the company in accordance with the accounting standards referredto in sub –section (3C) of section 211 of the Companies Act 1956 (“the Act”) The responsibility includes the design,implementation and maintenance of internal control relevant to the preparation and presentation of financial statementsthat give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditor’s Responsibility :Our responsibility is to express an opinion on these financial statements based on our audit. We conducted ouraudit in accordance with the standards on auditing issued by the Institute of Chartered Accountants of India. Thosestandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from misstatements.

Audit involves performing procedure to obtain audit evidence about the amounts and disclosure in the financialstatements. The procedure selected depends upon auditor’s judgment, including the assessment of the risk of materialmisstatements of the financial statements, whether due to fraud or error. In making those risk assessment, theauditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statementsin order to design audit procedure that are appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of accounting estimates made by management,as well as evaluating the overall presentation of financial statements.

We believe that audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion :In our opinion and to the best of our information and according to the explanations given to us, the financial statementsgive the information required by the Act in the manner so required and give a true and fair view in conformity withthe accounting principles generally accepted in India:

(a) in case of the Balance Sheet, of the state of affairs of the Company as at 31/03/2013;

(b) in case of Profit and Loss Account, of the Loss for the year ended on that date; and

(c) in case of the Cash Flow Statements, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements :

1) As required by the Companies (Auditor’s Report) Order, 2003 (“the order”) issued by Central Government ofIndia in terms of sub-section (4A) of section 227 of the Act, We give in the Annexure a statements on thematters specified in paragraphs 4 and 5 of the order.

2) Further to our comments in the Annexure referred to above, we comment that:

a) Company has not made provision for doubtful trade receivable more than six months of Rs. 21855685and long term loans and advances of Rs. 42635526 shall resulting in to increasing loss for the yearand over statement of debtors and loans and advances to the extent of above amount.

b) Permanent diminution in market value of quoted investments of book value of Rs. 8198248 and valueof unquoted shares of Classic Co. Op. Bank Ltd. for Rs. 125440 and unquoted shares of Rs. 8020100have not been provided shall resulting into increasing loss for the year and over statement of Investments.


15

c) Confirmations were not available for debtors, loans, Advances taken and given and creditors.

d) Company has granted interest free loans and advance of Rs. 13269905 to number of parties (Referpara (iii) (a) (iii) (b)(iii) (c) (iii)(d) annexure to this report) prejudicial to the interest of the company.

e) Internal control system need to be strengthened for recovery of outstanding dues and proper financialmanagement

f) Most of the funds of company are block and movements in those account are negligible so we areof opinion that going concern status is effected due to above blockage of funds

3) As required by section 227(3) of the Act, Subject to our foregoing observation in para 4 and its consequentialeffects on profit/ loss and assets/ liabilities for the year as at 31st March 2013 we report that :

a. We have obtained all information and explanations which to the best of our knowledge and belief werenecessary for the purpose of our audit;

b. In our opinion proper books of account as required by Law have been kept by the Company so faras appears from our examinations of those books;

c. the Balance Sheet, Statement of Profit and Loss, and cash flow statements dealt with by this Reportare in agreement with the books of account;

d. In our opinion , the Balance Sheet, Statement of Profit and Loss, and cash flow statements complywith the Accounting Standards referred to in sub-section(3C) of section 211 of the Companies Act,1956except mentioned below :

i) Company has not followed AS 13 for permanent reduction in value of long-term investments.

e. On basis of information provided by the board of directors we report that Shri Dhiren Thakkar is disqualifiedas on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1)of the section 274 of the Act.

FOR NIMESH M. SHAH & CO.,(Chartered Accountants)

Reg No.: 115204W

Date : 02/09/2013 NIMESH M. SHAHPlace : AHMEDABAD PARTNER

M. No.: 047856


16

ANNEXURE REFERRED TO IN PARAGRAPH 3 OFTHE AUDITOR’S REPORT OF EVEN DATE

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

(b) According to the information and explanations given to us, fixed assets have been physically verifiedby the management in phase periodical manner during 3 the years. We have been informed that nomaterial discrepancies were noticed on such verification.

(c) There has been no disposal of substantial part of the fixed assets during the year, which may affectthe going concern status of the company.

(ii) (a) According to the information and explanation given to us, inventories have been physically verified bythe management during the year. In our opinion the frequency of verification is reasonable having regardto the size of the company and the nature of its business.

(b) In our opinion and according to the information and explanation given to us, the procedures of physicalverification of inventories followed by the management are reasonable and adequate in relation to thesize of the company and the nature of its business.

(c) The Company is maintaining proper records of inventory. No material discrepancies were noticed onphysical verification between the physical stocks and the book records.

(iii) In respect of the loans, secured or unsecured granted or taken by the company from companies, firm orother parties covered in the register maintained under section 301 of the Companies Act, 1956.

(a) The Company has granted interest free loan to 3 companies, 1 firm and Nil other parties. In respectto of the said loan, the maximum amount outstanding at any time during the year is Rs. 151.44 Lacsand year-end balances are is Rs. 132.70 Lacs.

(b) In our opinion and according to the information and explanation given to us, all interest free loans/advancesare prima facie prejudicial to the interest of the company.

(c) In respect of loan given to associate companies, firms and other parties of the company have no repaymentschedule.

(d) In respect of the loan given by the company, there is no repayment schedule therefore the questionof overdue amount does not arise.

(e) The Company has taken unsecured loan during the year from Nil companies, Nil firm and 1 other parties.The maximum amount involved during the year was Rs. 71.72 Lacs and the year-end balance of loantaken from such parties is Rs. 36.47 Lacs.

(f) In our opinion and according to the information and explanation given to us the rate of interest andother terms and condition are not prima facie prejudicial to the interest of the company.

(g) The said loan was taken from associate companies, firms and other parties of the company are repayableon demand and there is no repayment schedule.

(iv) In our opinion and according to the information and explanation given to us, there are not adequate internalcontrol procedure commensurate with size of the company and the nature of its business through personalsupervision of management of the company with regard to purchase of inventories, purchase of fixed assetsand for the sale of goods and services. According to us, Internal control system needs to be strengtheningfor loans, advances and debt recovery.

(v) (a) In our opinion and according to the information and explanations given to us the transaction made inpursuance of contract or arrangement that need to be entered into the register maintained under section301 of the companies act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made


17

in pursuance of contracts or arrangements entered in the register maintained under section 301 of thecompanies act, 1956 and exceeding the value of Rs. Five lacs have been so entered if required.

(vi) On the basis of information and explanations given to us company has accepted deposit in violation duringthe year from the public, within in violation of section 58A and 58AA of the companies act 1956 and companies(Acceptance of deposits) Rule 1975 with regard to acceptance and payment of deposits from public.

(vii) In our opinion based on the information and explanation given to us, the Company has not an Internal Auditsystem during the year.

(viii) Based on the information and explanations given to us maintenance of cost records has not been prescribedby the central government under clause (d) of sub section (1) of section 209 of the act.

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

(b) According to the information and explanation given to us, company has no undisputed amounts payablein respect of income tax, Investor Education Protection fund, wealth tax, cess and other material dueswere in arrears as at 31st March, 2013 for a period of more than 6 months from the date they becamepayable to it otherwise than mentioned below.

Statement of arrears of Statutory Dues Outstanding for More than Six Months :

Name of Nature of Amount Period to Due Date ofthe Statute the Dues (Rs.) which the Date Payment

amount relates

Sales Tax Sales Tax 1812421/- 2005-06 Already Due -----2006-07

In absence of Sales Tax return copy and non filling for 2005-06, 2006-07 and 2007-08, 2008-09, 2009-10, 2010-11 and 2011-12. We cannot quantify the liabilities of sales tax. We cannot quantify for interestand penalty on all undisputed due.

(c) According to the information and explanation given to us, there are no dues outstanding of customsduty, Income tax, Sales tax, wealth tax, Excise and on account of dispute except followings.

Statement of Disputed of Statutory Dues as on 31.3.2013 :

Name of Nature of Amount Period to Due Date ofthe Statute the Dues (Rs.) which the Date Payment

amount relates

Income Tax CIT Appeal 2033191/- 2004-05 17/12/2010 -----



Income Taxd CIT Appeal 382518/- 2007-08 17/12/2010 -----

Details of Accounting Year 2004-05, 2005-06, 2006-07 and 2007-08 are considered on the basis of noticereceived of Income Tax office dated 21/12/2012. Liabilities on account of interest on tax cannot beaccertainable.

(x) Accumulated losses at the end of the financial year is less than fifty percent of company’s net worth andcompany has incurred cash losses in the current year and immediately preceding financial year.

(xi) In our opinion and according to the information and explanation given to us, the company has not generallydefaulted in repayment of dues to Financial Institutions, Banks or Debenture holders. Company has not paidbank interest with in stipulated time


18

(xii) According to the information and explanation given to us and based on the documents and records producedto us, the company has not granted loans and advance on the security by way of pledge of shares, Debentureand other securities.

(xiii) In our opinion the company is not a chit fund or Nidhi/Mutual benefit fund/ Society. Therefore the provisionsof clause 4 (xiii) of the companies (Auditor’s Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is dealing in or trading in shares, securities, debentures and other investment.Proper records have been maintained of the transactions and contracts and timely entries have been madetherein. The shares, securities, debentures and other securities have been held by the company. NSC, Sharesof Classic Co. Op. Bank Lt, Shares of Kanel Oil & Export Ind Ltd and Unquoted shares have not been availablefor verification.

(xv) According to the information and explanation given to us the company has not given, during the year anyguarantee for loans taken by others from Banks or financial Institutions. As a result the question of ourcommenting whether the term and conditions are prejudicial to the interest of the company does not arise.

(xvi) In our opinion and according to the information given to us, company has not taken term loan during theyear.

(xvii) Company has not raised short term and long term funds during the year. Short Term Loan taken during theyear has been used for repayment of dues only. Working Capital loans have not been utilized for businesspurpose.

(xviii) According to the information and explanation given to us the company has not made during the year anypreferential allotment of shares to parties and companies covered in the register maintained under section301 of the Companies act, 1956.

(xix) According to the information and explanation given to us, the company has not issued any debentures duringthe year.

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

(xxi) On the basis of our examination of the books of accounts and other relevant records and information madeavailable to us, prima-facie we have not noticed any fraud on or by the company during the year, Furtherthe management has represented to us that no fraud on or by the company has been reported during theyear. However we are unable to determine/ verify as to whether any such reporting has been made duringthe year.


Reg No.: 115204W


M. No.: 047856


19

BALANCE SHEET AS ON 31 MARCH 2013(Amount in Rs.)

PARTICULARS NOTE NO CURRENT PREVIOUSYEAR YEAR

(I) EQUITY AND LIABILITIES :(1) SHAREHOLDER’S FUNDS

(A) SHARE CAPITAL 2 102772000.00 102772000.00(B) RESERVES AND SURPLUS 3 (43812241.00) (43473603.00)(C) MONEY RECEIVED AGAINST SHARE WARRANTS 0.00 0.00

(2) SHARE APPLICATION MONEY PENDING ALLOTMENT 0.00 0.00(3) NON-CURRENT LIABILITIES

(A) LONG TERM BORROWINGS 4 12930879.00 9869615.00(B) DEFERRED TAX LIABILITIES (NET) 0.00 0.00(C) OTHER LONG TERM LIABILITIES 0.00 0.00(D) LONG-TERM PROVISIONS 0.00 0.00

(4) CURRENT LIABILITIES(A) SHORT TERM BORROWINGS 6 0.00 6575131.00(B) TRADE PAYABLES 7 12460666.00 12659821.00(C) OTHER CURRENT LIABILITIES 8 4966213.00 4926354.00(D) SHORT-TERM PROVISIONS 0.00 0.00

TOTAL 89317517.00 93329318.00(II) ASSETS :

(1) NON-CURRENT ASSETS(A) FIXED ASSETS

(I) TANGIBLE ASSETS 9 14033.00 15194.00(II) INTANGIBLE ASSETS 0.00 0.00(III) CAPITAL WORK-IN-PROGRESS 0.00 0.00(IV) INTANGIBLE ASSETS UNDER DEVELOPMENT 0.00 0.00

(B) NON-CURRENT INVESTMENTS 10 16343788.00 16508289.00(C) DEFERRED TAX ASSETS (NET) 5 48817.00 34129.00(D) LONG TERM LOANS AND ADVANCES 11 50156083.00 50386966.00(E) OTHER NON-CURRENT ASSETS 0.00 0.00

(2) CURRENT ASSETS(A) CURRENT INVESTMENTS 0.00 0.00(B) INVENTORIES 0.00 0.00(C) TRADE RECEIVABLES 12 21855685.00 25663030.00(D) CASH AND CASH EQUIVALENTS 13 472892.00 295116.00(E) SHORT TERM LOANS AND ADVANCES 14 405919.00 406294.00(F) OTHER CURRENT ASSETS 15 20300.00 20300.00

TOTAL 89317517.00 93329318.00

SIGNIFICANT ACCOUNTING POLICIES 1

As Per our audit report of even DateFOR NIMESH M. SHAH & CO., FOR DHARTI PROTEINS LTD.(Chartered Accountants)FRN : 115204WNIMESH M. SHAH KISHORBHAI PRAVINCHANDRA BHATT DHIREN THAKKAR(PARTNER) (Director) (Managing Director)Membership No.: 047856Place : AHMEDABAD Place : AHMEDABADDate : 02/09/2013 Date : 02/09/2013


20

STATEMENT OF PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDING 31 MARCH 2013(Amount in Rs.)

Particulars Note AMOUNT CURRENT AMOUNT PREVIOUSYEAR YEAR

(I) REVENUE FROM OPERATIONS 16 -- 1791400.00(II) OTHER INCOME 17 251925.00 84472.00

(III) TOTAL REVENUE (I+II) 251925.00 1875872.00

(IV) EXPENSES :COST OF MATERIALS CONSUMED 0.00 0.00STORES & SPARES CONSUMED 0.00 0.00PURCHASES OF STOCK-IN-TRADE 0.00 1056926.00CHANGES IN INVENTORIES OF FINISHED GOODS,WORK-IN-PROGRESS AND STOCK-IN-TRADE 0.00 0.00EMPLOYEE BENEFITS EXPENSE 18 72000.00 72000.00FINANCE COSTS 19 13316.00 918939.00DEPRECIATION AND AMORTIZATION EXPENSE 1161.00 2405.00OTHER EXPENSES 20 518773.00 504633.00

TOTAL EXPENSES 605250.00 2554903.00

(V) PROFIT BEFORE EXCEPTIONAL ANDEXTRAORDINARY ITEMS AND TAX (III-IV) (353325.00) (679031.00)

(VI) EXCEPTIONAL ITEMS 0.00 0.00(VII)PROFIT BEFORE EXTRAORDINARY ITEMS AND TAX (V-VI) (353325.00) (679031.00)(VIII)EXTRAORDINARY ITEMS 0.00 0.00(IX) PROFIT BEFORE TAX (VII-VIII) (353325.00) (679031.00)(X) TAX EXPENSE :

(1) CURRENT TAX 0.00 0.00(2) DEFERRED TAX (14688.00) 2513946.00

(XI) PROFIT/(LOSS) FOR THE PERIOD FROMCONTINUING OPERATIONS (IX-X) (338637.00) (3192977.00)

(XII) PROFIT/ (LOSS) FROM DISCONTINUING OPERATIONS 0.00 0.00(XIII) TAX EXPENSE OF DISCONTINUING OPERATIONS 0.00 0.00(XIV)PROFIT/(LOSS) FROM DISCONTINUING OPERATIONS

(AFTER TAX) (XII-XIII) 0.00 0.00(XV)PROFIT (LOSS) FOR THE PERIOD (XI+XIV) (338637.00) (3192977.00)(XVI) EARNINGS PER EQUITY SHARE :

(1) BASIC (0.03) (0.31)(2) DILUTED (0.03) (0.31)

SIGNIFICANT ACCOUNTING POLICIES 1



21

NOTES TO ACCOUNT(MERGE) FOR THE YEAR ENDING 31 MARCH 2013(Amount in Rs.)

1. SIGNIFICANT ACCOUNTING POLICIES :

(i) Basis of Accounting :

(i) The financial statements are prepared under historical cost convention, on accrual basis and arein accordance with the requirements of the Companies act, 1956. (ii) The company generally followsmercantile system of accounting and recognizes significant item of income and expenditure on accrualbasis.

(iii) Accounting policies not specifically referred to otherwise are in consonance with generally acceptedaccounting principles.

(ii) Fixed Assets :Fixed Assets are stated at cost less accumulated depreciation. Cost of acquisition is inclusive of incidentalexpenses. Depreciation is charged on a pro-rata basis at the Straight line method at the rates prescribedin Schedule XIV of the Companies Act 1956.

(iii) Investment :All Investments are long-term investments. Provision for permanent diminution in value of investment madeif it is otherwise than temporary. Provision for permanent diminution in value of investments in associatefirm has not been made.

(iv) Inventories :Raw Materials and finished goods are valued at cost or net realizable value whichever is lower.

(v) Revenue Recognition :(i) SALES - Sales are exclusive of all the duty, forwarding charges. (ii) Interest and consignment

commission incomes are accounted on accrual basis. (iii) Dividend income are realized on cashbasis. (iv) Vatav/Kasar Charges are recognised on settlement of account. (v) Commodities settlementincome/charges recognize on settlement of dues. (vi) Write off balances are as per managmentopinion.

(vi) Retirement Benefits :Gratuity, other ex-gratia benefits and leave encashment are accounted on cash basis. Provisions forProvident Fund, Super annuation, pension and ESIC are not applicable to the company as numbersof employees are below statutory limit.

(vii) Preliminary Expenses :Preliminary expenses and Share issue expenses have been amortized over a period of years as definedin section 35D of Income Tax Act, 1961.

(viii) Income tax Expenses :Income tax expenses comprise current tax and deferred tax charge or credit.

- Current Tax : The current charge for income taxes is calculated in accordance with the relevanttax regulations applicable to the company. - Deferred Tax

- 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 differencebetween book and tax profits is accounted for, at the current rate of tax, to the extent that the timingdifferences are expected to crystallize.

Deferred tax assets arising on account of brought forward losses and unabsorbed depreciation arerecognized only when there is virtual certainty supported by convincing evidence that such assets willrealized as a principle of prudence. Deferred tax assets arising on other temporary timing differencesare recognized only if there is a reasonable certainty of realization.

(ix) Provision, Contingent Liabilities and Contingent Assets :Provisions are recognized when there is a present obligation as a result of past events and it is probable


22

that there will be an outflow of resources to settle the obligation that can be reliably estimated. ContingentLiabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognizednor disclosed.

(x) Provision for Bad and Doubtful Debts/Loans and Advances :Provision for debtor Bad and Doubtful debts, Loans and Advances are provided as per the managementopinion and their discretion.

(xi) Impairment of Assets :Impairment loss is charged to the profit and loss account in the period in which, an asset is identifiedas impaired, when the carrying value of the asset exceeds its recoverable value. The impairment lossrecognized in the prior accounting periods is reversed if there has been a change in the estimate ofrecoverable amount.

(xii) Borrowing Cost :Borrowing cost attributable to acquisition, construction or production of qualifying assets is capitalizedas part of the cost of that assets, till the assets is ready for use. Other Borrowing costs are recognizedas an expense in the period in which these are incurred.

(Amount in Rs.)

PARTICULARS OPENING ADDITIONS DEDUCTIONS CLOSINGBALANCE BALANCE

2. SHARE CAPITAL :The reconciliation of the Closing amount and Opening amount of Share Capital is given as follows :

AUTHORISED SHARE CAPITAL :11000000 EQUITY SHARES OF RS.10 EACH. 110000000.00 0.00 0.00 110000000.00

ISSUED SHARE CAPITAL :10277200 EQUITY SHARES OF RS.10 EACH. 102772000.00 0.00 0.00 102772000.00

SUBSCRIBED AND FULLY PAID-UP CAPITAL10277200 EQUITY SHARES OF RS.10 EACH. 102772000.00 0.00 0.00 102772000.00Less : CALLS UNPAID 0.00 0.00 0.00 0.00Less : FORFEITED SHARES 0.00 0.00 0.00 0.00

TOTAL 102772000.00 0.00 0.00 102772000.00

(I) LISTS OF SHAREHOLDER’S HOLDING MORE THAN 5% OF SHARESThe name of the shareholder’s holding more than 5% shares as on the balance sheet date is given below:

No. Name of the shareholder No. of shares held % of shares held

1 MRUNAL AGENCY & FIN. 825263 8.03

Total 825263 8.03

(II) There is no movement of the shares outstanding at the beginning and at the end of the reporting period.(III) The Company has only one class of equity shares having a par value of Rs. 10 per share, each shareholder

is eligible for one vote per share. The dividend proposed by the Board of Directors is subject to the approvalof shareholders, except in case of interim dividend in the event of liquidation, the equity shareholders are eligibleto receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion oftheir shareholding.

(IV) Company has not allotted any bonus shares, Shares without consideration in cash and/or bought back anyequity shares during the period of five years immediately preceding the Balance sheet date.


23


Particulars CURRENT PREVIOUSYEAR YEAR

3. RESERVES & SURPLUS :The reconciliation of the Closing amount and Opening amount of Reserves & Surplus is given as follows :SURPLUS :OPENING BALANCE (43473604.00) (40280626.00)ADD : ADDITIONS 0.00 0.00

(43473604.00) (40280626.00)LESS : DEDUCTIONS 338637.00 (43812241.00) 3192977.00 (43473603.00)

TOTAL (43812241.00) (43473603.00)

4. LONG TERM BORROWINGS :

The reconciliation of the Closing amount and Opening amount of Long term Borrowings is given as follows:LOANG TERM BORROWINGS FROM DIRECTOR- UNSECURED 3647176.00 3647176.00 585912.00 585912.00

LONG TERM BORROWINGS - OTHER- UNSECURED 468847.00 468847.00 468847.00 468847.00

LONG TERM BORROWINGS FROMCORPORATE BODIES- UNSECURED 8814856.00 8814856.00 8814856.00 8814856.00

TOTAL 12930879.00 9869615.00

5. DEFERRED TAX :

The reconciliation of the Closing amount and Opening amount of Deferred Tax is given as follows:DEFERRED TAX ASSETS 48817.00 34129.00

TOTAL 48817.00 34129.00

6. SHORT TERM BORROWINGS :

The reconciliation of the Closing amount and Opening amount of Short term Borrowings is given as follows:SHORT TERM BORROWING - OTHERSSECUREDTHE KALOL NAGRIK SAH. BANK LTD(SECURED AGAINST EQUITABLE MORTGAGE OFLAND OFDIRECTOR AT BELEVIEW AT LAPKAMANTALUKA-DASCROI DIST.-AHMEDABAD &PERSONAL GAURANTEE OF DIRECTOR) 0.00 6575131.00 6575131.00

TOTAL 0.00 6575131.00 6575131.00

7. TRADE PAYABLES :

The reconciliation of the Closing amount and Opening amount of Trade Payables is given as follows:

TRADE PAYABLES 12460666.00 12659821.00

TOTAL 12460666.00 12659821.00


24



8. OTHER CURRENT LIABILITIES :The reconciliation of the Closing amount and Opening amount of Other Current Liabilities is given as follows:ADVANCE PAYABLE IN CASH OR KIND 2390410.00 2390410.00STATUTORY DUES 1812421.00 1812421.00SUNDRY CREDITORS FOR EXPENSES 763382.00 4966213.00 723523.00 4926354.00

TOTAL 4966213.00 4926354.00

(Amount in Rs.)Particulars CURRENT PREVIOUS

YEAR YEAR

10. NON-CURRENT INVESTMENTS :The reconciliation of the Closing amount and Opening amount of Non-current investments is given as follows:QUATED :INVESTMENTS IN EQUITY INSTRUMENTS 8198248.00 8198248.00 8198248.00 8198248.00UNQUATED :INVESTMENTS IN EQUITY INSTRUMENTS 8125540.00 8290041.00OTHERS :INVESTMENTS IN NSC 20000.00 8145540.00 20000.00 8310041.00

TOTAL 16343788.00 16508289.00

(I) INVESTMENTS DETAIL :The details of all the investments held in various bodies corporate are given as under :

No. Particulars Description Type Trade / Name of the Number Face PartlyNon- Company of shares Value Paid/trade Fully

Paid

1. Investments in JAYKARD Non- JAYKARD 1000.00 9400.00 FullyEquity Instruments PRODUCTS LTD. Current Trade PRODUCTS LTD. Paid

2. Investments in SUNSTAR Non- Trade SUNSTAR . 1000.00 42000.00 FullyEquity Instruments CHEMICALS LTD. Current CHEMICALS LTD Paid

9. FIXED ASSETS :

PARTICULARS Rate GROSS BLOCK AT COST DEPRECIATION NET BLOCKof As On Add/ Total Up to During Sale Total as on as onDep. 4/1/12 (Sale) as on 3/31/12 the year during as on 3/31/13 3/31/12% during 3/31/13 Rs. Rs. the 3/31/13

year Rs. yearComputers 16.21 1440055 0 1440055 1440055 0 0 1440055 0 0Software 16.21 18450 0 18450 18450 0 0 18450 0 0Pager & Cellular 4.75 24450 0 24450 9255 1161 0 10416 14034 15194Trade Mark 25.00 7500 0 7500 7500 0 0 7500 0 0

Total 1490455 0 1490455 1475261 1161 0 1476422 14034 15194Previous Year 1490455 0 1490455 1472856 2405 0 1475261 15194 17599


25

(I) INVESTMENTS DETAIL : (Contd...)The details of all the investments held in various bodies corporate are given as under :

No. Particulars Description Type Trade / Name of the Number Face PartlyNon- Company of shares Value Paid/trade Fully

Paid3. Investments in UNILIVE Non- Trade UNILIVE 1000.00 23350.00 Fully

Equity Instruments FOOD LTD. Current FOOD LTD. Paid

4. Investments in ASIATIK INFRA- Non- Trade ASIATIK INFRA- 11000.00 139700.00 FullyEquity Instruments STRUCTURE LTD. Current STRUCTURE LTD. Paid

5. Investments in GROMOR Non- Trade GROMOR 2000.00 32500.00 FullyEquity Instruments SOLVANT LTD. Current SOLVANT LTD. Paid

6. Investments in S.Y.P. Non- Trade S.Y.P. 2000.00 95000.00 FullyEquity Instruments AGRO LTD. Current AGRO LTD. Paid

7. Investments in V.P. Non- Trade V.P. 2500.00 52875.00 FullyEquity Instruments POLYCON LTD. Current POLYCON LTD. Paid

8. Investments in SONAL Non- Trade SONAL 300.00 6900.00 FullyEquity Instruments SILCHEM LTD. Current Trade SILCHEM LTD. Paid

9. Investments in VOLVO Non- Trade VOLVO 300.00 6300.00 FullyEquity Instruments TERRY LTD. Current Trade TERRY LTD. Paid

10. Investments in BOB SHELL Non- Trade BOB SHELL 500.00 6325.00 FullyEquity Instruments ELECT. LTD. Current ELECT. LTD. Paid

11. Investments in DHARMENDRA Non- Trade DHARMENDRA 500.00 18250.00 FullyEquity Instruments AGRO LTD. Current AGRO LTD. Paid

12. Investments in DLF CEMENT Non- Trade DLF CEMENT 500.00 6000.00 FullyEquity Instruments LTD. Current CEMENT LTD. Paid

13. Investments in KANEL OIL & Non- Trade KANEL OIL & 432700.00 7580698.00 FullyEquity Instruments EXPORT IND. LTD. Current EXPORT IND. LTD. Paid

14. Investments in GALAXY Non- Trade Non- 970.00 178950.00 FullyEquity Instruments INFOSOFT LTD. Current INFOSOFT LTD. Paid

15. Investments in AKANKSHA Non- Non- AKANKSHA 1.0 1500000.00 FullyEquity Instruments FINANCE & Current Trade FINANCE & Paid

INVESTMENT LTD. INVESTMENT LTD.

16. Investments in CLASSIC CO. OP. Non- Non- CLASSIC CO. OP. 10.0 125440.00 FullyEquity Instruments BANK LTD. Current Trade BANK LTD. Paid

17. Investments in HINDPRAKASH Non- Non- HINDPRAKASH 1.0 3000000.00 FullyEquity Instruments INT. TR. P. LTD. Current Trade INT. TR. P. LTD. Paid

18. Investments in HITESH TRADING Non- Non- HITESH TRADING 10.00 100.00 FullyEquity Instruments PVT. LTD. Current Trade PVT. LTD. Paid

19. Investments in MACKCUR Non- Non- MACKCUR 1.00 2000000.00 FullyEquity Instruments LABORATIES LTD. Current Trade LABORATIES LTD. Paid

20. Investments in NATIONAL SAVINGS Non- Non- NATIONAL SAVINGS 4.00 20000.00 FullyGovernment or CERTIFICATE - AT Current Trade CERTIFICATE-AT PaidTrust securities COST (LYING WITH COST (LYING WITH

SALES TAX DEPT.) SALES TAX DEPT.)

21. Investments in PRECISION TECH- Non- Non- PRECISION TECH- 1.00 1500000.00 FullyEquity Instruments NOFEB & ENGG. Current Trade NOFEB & ENGG. Paid


26



11. LONG-TERM LOANS AND ADVANCES :The reconciliation of the Closing amount and Opening amount of Long-term Loans and advances is given as follows :ADVANCE RECOVERABLE IN CASH OR IN KINDDOUBTFUL 13961520.00 13961520.00LESS : ALLOWANCE FOR BAD ANDDOUBTFUL LOANS & ADVANCES 0.00 13961520.00 0.00 13961520.00ADVANCE TO CREDITORSDOUBTFUL 2870768.00 2870768.00LESS : ALLOWANCE FOR BAD ANDDOUBTFUL LOANS & ADVANCES 0.00 2870768.00 0.00 2870768.00DEPOSITSDOUBTFUL 100000.00 100000.00LESS : ALLOWANCE FOR BAD ANDDOUBTFUL LOANS & ADVANCES 0.00 100000.00 0.00 100000.00LOANS AND ADVANCES - OTHERSUNSECURED, CONSIDERED GOOD 7520557.00 7575653.00DOUBTFUL 25703238.00 25879025.00LESS : ALLOWANCE FOR BAD ANDDOUBTFUL LOANS & ADVANCES 0.00 33223795.00 0.00 33454678.00

TOTAL 50156083.00 50386966.00

12. TRADE RECEIVABLES :The reconciliation of the Closing amount and Opening amount of Trade receivables is given as follows:1. AMOUNT OUTSTANDING FOR A PERIOD EXCEEDING 6 MONTHS

UNSECURED, CONSIDERED GOOD 0.00 1791400.00DOUBTFUL 21855685.00 21855685.00 23871630.00 25663030.00

2. OTHERSTOTAL 21855685.00 25663030.00

13. CASH AND BANK BALANCES :The reconciliation of the Closing amount and Opening amount of Cash and Bank Balances is given as follows:OTHER BANK BALANCE 0.00 0.00CASH AND CASH EQUIVALENTSBALANCE WITH BANK 12156.00 14800.00CASH ON HAND 460736.00 472892.00 280316.00 295116.00

TOTAL 472892.00 295116.00

14. SHORT TERM LOANS AND ADVANCES :The reconciliation of the Closing amount and Opening amount of Short term Loans and advances is given as follows:INCOME TAX AND TDSUNSECURED, CONSIDERED GOOD 405919.00 405919.00ALLOWANCE FOR BAD ANDDOUBTFUL LOANS & ADVANCES 0.00 405919.00 0.00 405919.00PREPAID EXPENSEUNSECURED, CONSIDERED GOOD 0.00 375.00ALLOWANCE FOR BAD ANDDOUBTFUL LOANS & ADVANCES 0.00 0.00 375.00

TOTAL 405919.00 406294.00


27



15. OTHER CURRENT ASSETS :The reconciliation of the Closing amount and Opening amount of Other Current Assets is given as follows:INTEREST ACCRUED & DUE ON NSC 20300.00 20300.00

TOTAL 20300.00 20300.00

16. REVENUE FROM OPERATIONS :The reconciliation of the Closing amount and Opening amount of Revenue from operations is given as follows:REVENUE FROM :SALE OF PRODUCTS 0.00 0.00 1791400.00 1791400.00

TOTAL 0.00 1791400.00

17. OTHER INCOME :The reconciliation of the Closing amount and Opening amount of Other Income is given as follows:INTEREST INCOME 0.00 84472.00OTHER INCOME 251925.00 0.00

TOTAL 251925.00 84472.00

18. EMPLOYEE BENEFITS EXPENSE :The reconciliation of the Closing amount and Opening amount of Employee Benefits Expense is given as follows:SALARIES AND WAGES 72000.00 72000.00

TOTAL 72000.00 72000.00

19. FINANCE COSTS :The reconciliation of the Closing amount and Opening amount of Finance costs is given as follows:FINANCE COSTS 975.00 1562.00INTEREST EXPENSES 12341.00 917377.00

TOTAL 13316.00 918939.00

20. OTHER EXPENSES :The reconciliation of the Closing amount and Opening amount of Other Expenses is given as follows:ADMINISTRATIVE EXPENSESAGM EXPENSE 5620.00 2719.00ANNUAL CUSTODY FEES 66798.00 66180.00AUDIT FEE 67416.00 67416.00CERTIFICATION CHARGES 1685.00 14890.00INVESTMENT WRITEEN OFF 1001.00 0.00KASAR & VATAV - 47673.00LEGAL & PROFESSIONAL FEES 24125.00 20650.00LISTING FEE 89064.00 88240.00MEMBERSHIP AND SUBSCRIPTION FEES 1052.00 0.00OFFICE EXPENSE - 1125.00POST & TELEGRAM EXPENSE 104000.00 19904.00PRIOR PERIOD EXPENSES 1000.00 4362.00PROFESSIONAL FEES - 16854.00R.O.C. EXPENSES - 5250.00SHARE TRANSFER EXP. 111977.00 90295.00STATIONARY & PRINTING EXP. 42000.00 53950.00WEB SITE EXPENSE 3035.00 518773.00 5125.00 504633.00

TOTAL 518773.00 504633.00


28

NOTES TO ACCOUNT(MERGE) FOR THE YEAR ENDING 31 MARCH 201321. OTHER :(I) RELATED PARTY TRANSACTIONS :

As per Accounting Standard (AS) 18, ‘Related Party Disclosures’ prescribed under the Accounting StandardRules, the disclosures of the details of the related parties and the transactions entered with them are givenbelow:

(II) A. List of Related Parties :No. Nature Name of the person1 Key Management Personnel DHIREN K. THAKKAR2 Associates DHIREN ENTERPRISE3 Associates DEVIKA ROADLINES PVT. LTD.4 Associates ROHIN ENTERPRISE5 Associates KANEL INDUSTRIES LTD.

(OLD NAME-KANEL OIL & EXPORT PVT. LTD.)6 Associates TJR SONS LTD.7 Associates SUN RETAIL PVT. LTD.8 Associates KANEL PROTEINS LTD.9 Associates TJR FINANCE LTD.10 Associates KHYATI REALITIES LTD.11 Associates KADAM EXPORTS PVT. LTD.12 Associates KHYATI FINCAP LTD.13 Associates KHYATI MULTIMEDIA-ENTERTAINMENT LTD.14 Associates YASH ESTATE AND DEVELOPERS PVT. LTD.15 Associates HEERA ISPAT LTD.16 Key Management Personnel VINODCHANDRA K. PANDYA17 Key Management Personnel KISHORKUMAR BHATT18 Key Management Personnel ALPESH KIRITBHAI PATEL19 Key Management Personnel KAMALKANT RAO20 Key Management Personnel RADHESHYAM LODH21 Relatives of KMP HITESH THAKKAR22 Relatives of KMP NEELA THAKKAR

(III) B. List of Transactions entered with them :No. Nature of Associate Joint Key Relatives Others Total

Transactions Venture Management of KMPPersonnel

(KMP)1. LOANS TAKEN

Balance as at 1st April 0.00 0.00 585912.00 0.00 0.00 585912.00Taken During the Year 0.00 0.00 6586264.00 0.00 0.00 6586264.00Returned During the Year 0.00 0.00 3525000.00 0.00 0.00 3525000.00Balance as at 31st March 0.00 0.00 3647176.00 0.00 0.00 3647176.00

2. SUNDRY DEBTORS :Balance as at 31st March 0.00 0.00 0.00 0.00 0.00 0.00

3. LOANS GIVEN :Balance as at 1st April 13494291.00 0.00 0.00 0.00 0.00 13494291.00Given During the Year 1791400.00 0.00 0.00 0.00 0.00 1791400.00Repaid and adjusted duringthe year 2015786.00 0.00 0.00 0.00 0.00 2015786.00Balance as at 31st March 13269905.00 0.00 0.00 0.00 0.00 13269905.00


29

(III) B. List of Transactions entered with them : (Conted...)No. Nature of Associate Joint Key Relatives Others Total

Transactions Venture Management of KMPPersonnel

(KMP)4. SUNDRY CREDITORS :

Balance as at 31st March 0.00 0.00 0.00 0.00 0.00 0.005. SALES 0.00 0.00 0.00 0.00 0.00 0.006. OTHER INCOME 0.00 0.00 0.00 0.00 0.00 0.007. PURCHASES 0.00 0.00 0.00 0.00 0.00 0.008. EXPENDITURE 0.00 0.00 0.00 0.00 0.00 0.009. RENT 0.00 0.00 0.00 0.00 0.00 0.0010. SALARY 0.00 0.00 0.00 0.00 0.00 0.0011. INTEREST 0.00 0.00 0.00 0.00 0.00 0.00

(IV) PAYMENT TO AUDITOR : The following expenses are incurred on Auditor’s in the following manner :

Sr. Particulars Amount AmountNo. (Current Year) (Previous Year)1. As an Auditor 49753.00 49753.002. For Taxation matters 19663.00 19663.00

Total 69416.00 69416.00

(V) Figures have been regrouped and rearranged wherever found necessary so as to make them comparable within the current year and Figures in the Balance Sheet are rounded off to the nearest of the rupee.

(VI) Contingent liabilities not provided for Rs. NIL (Previous Year Rs. NIL)(a) Claims lodged against the company not acknowledged as debts, such amounts are unascertainable

and NIL.(b) Liabilities of tax, interest and penalty on account of non filling of sales tax return and cancelation sales

tax numbers for last few years cannot be quantified.(c) Liabilities for interest and penalty of income are not ascertainable.

(VII) Management have broadly reviewed the basis of compiling details and information and made test checkedwherever considered necessary. The books and / or the details / information compiled in the company onthe computer.

(VIII) Writing off debtors Bad and Doubtful debts, investments, loans and advances are as per management’s decisionand opinion. Debtors/Creditors are accounted at the time of settlement of claims.

(IX) Contract remaining to executed on Capital Account not provided for Rs. Nil/- (Previous year Rs. Nil)

(X) The company is operating only in one segment of trading of goods. Hence no separate Segment wise Accountingis required and given herewith.

(XI) DEFERRED TAX LIABILITY\ASSETS :

Deferred tax Current Year Deferred tax(assets)/Liability Charge/(Credit) (assets)/Liability

as at 31.03.2012 as at 31.03.2013(a) Carried forward losses including

unabsorbed depreciation (2546650) 2513575 (33075)(b) Difference between book and

tax depreciation (1425) 371 (1054)

(2548075) (2513946) (34129)


30

Notes :(a) In accordance with Accounting Standards 22”Accounting 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 expects to generate taxable income in the coming years, which would enable it to utilize

the carry forward deferred tax assets.

(XII) In the opinion of the Board of Directors, the Current Assets, loans & Advances are approximately of valuestated if realized in the normal course of business.

(XIII) Company has not received share certificates of Rs. 125440/- from Classic Co-op. Bank on allotment underliquidation. Unquoted shares of Rs. 8000000/- of Akansha Finance & Investment Ltd., Hindprakash Int. Tr.P. Ltd., Mack cur Laboratories Ltd. and Precision Technofeb & Engg. Not available for verification.

(XIV) Account confirmations in respect of accounts of Sundry Debtors, Creditors, Loans and Advances have notbeen received and they are subject to confirmations and reconciliation, if any. The management is of theopinion that adjustments, if any arising out of such reconciliation would not be material effecting financialstatements of current periods. Above adjustments are subject to claims and settlement.

(XV) The management is in the process of taking stringent remedial actions for recovery of outstanding dues fromdebtors and loans and advances throughout the year. The Company is in process of developing proper internalcontrol system for obtaining confirmations.

(XVI) The Company has initiated the process of identifying the suppliers who qualify under the definition of Microand Small Enterprises, as defined under the Micro, Small and Medium Enterprises Development Act, 2006.Since no intimation has been received from the suppliers regarding their status under the said Act as at31st March, 2013, disclosures relating to amounts unpaid as at the year end, if any, have not been furnished.In the opinion of the management, the impact of interest, if any, that may be payable in accordance withthe provisions of the Act is not expected to be material and NIL.

(XVII) Wherever external evidence in the form of bills, invoice, and debit notes, credit notes, Journal entry etc arenot available. Management has relied upon the internal vouchers prepared and authenticated by the directors/Authorized officers of the company and also entry passed in the accounts maintained by the company.

(XVIII) In absence of market quotations at the end of the year, market value of quoted investments as at Balancesheet date cannot be commented. Provision for permanent diminishing value of quoted investments has notbeen made as most of such investments are in associate concern.

(XIX) Due to settlement dispute with debtor/creditor, advance given and advance taken we could not quantify closingbalance at the end of year as such balances have been arrived by unilateral actions. Amount of dispute cannotbe quantified. No fraud by company or on company has been initiated during the year.

(XX) NSC matured could not be encased as they are lying with sales tax department. Recoveries of such NSCare negligible.

(XXI) We could not employ full time company secretary u/s.383A of Companies Act, 1956, due to non-availabilityof professional.

(XXII) The information/details given in the Audit report are as per the books maintained and determined and informationare compiled and furnished on the computer.

(XXIII) Auditor has not taken limited review of quarterly results during the year.



31

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013

PARTICULARS As at As at31-03-2013 31-03-2012

CASH FLOW FROM OPERATING ACTIVITIES :PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX (334,908.00) (679,031.00)NON CASH ADJUSTMENT FOR-DEPRECIATION AND AMORTIZATION EXPENSES 1,161.00 2,405.00INTEREST INCOME -- (84,472.00)INTEREST EXPENSES 13,316.00 918,939.00EXTRAORDINARY ACTIVITIES -- --

Operating Profit/(Loss) before woking capital changes (320,431.00) 157,841.00

INCREASE/(DECREASE) IN SHORT TERM BORROWING (6,575,131.00) 5,377.00INCREASE/(DECREASE) IN TRADE PAYABLES (199,155.00) (2,334,714.00)INCREASE/(DECREASE) IN OTHER CURRENT LIBILITIES 22,443.00 (280,982.00)(INCREASE)/DECREASE IN TRADE RECEIVABLE 3,807,345.00 (1,791,400.00)(INCREASE) /DECREASE IN OTHER CURRENT ASSETS -- --(INCREASE) /DECREASE IN SHORT TERM LOANS & ADVANCES 375.00 (7,589.00)

Cash generated from operations (3,264,554.00) (4,251,467.00)

DIRECT TAX PAID (NET OF REFUND) -- --

[A] Net cash flow from operating activities (3,264,554.00) (4,251,467.00)Cash Flow from Investing activityPURCHASE OF INVESTMENT -- --PROCEEDS FROM SALE OF INVESTMENTS 163,500.00 1,654,639.00INTEREST INCOME -- 84,472.00(INCREASE)/DECREASE IN LONG TERM LOANS & ADVANCES 230,882.00 3,316,730.00

[B] Net Cash from Investing activity 394,382.00 5,055,841.00Cash Flow from Finance activityREPAYMENT OF LONG TERM BORROWING -- --INTEREST EXPENSES (13,316.00) (918,939.00)ACCEPTANCE OF LONG TERM BORROWING 3,061,264.00 369,000.00

[C] Net Cash used in financing activity 3,047,948.00 (549,939.00)

NET INCREASE(DECREASE) IN CASH & CASH EQUIVALENTS 177,776.00 254,435.00OPENING CASH AND BANK BALANCE 295,116.00 40,681.00CLOSING CASH AND BANK BALANCE 472,892.00 295,116.00CLOSING CASH AND BANK BALANCE 472,892.00 295,116.00Less : Fixed deposites with maturity greater then three month -- --CLOSING CASH AND BANK BALANCE 472,892.00 295,116.00

FOR, DHARTI PROTEINS LTD.

PLACE : AHMEDABAD SD/- SD/-DATE : 02/09/2013 (DIRECTOR) (DIRECTOR)


32

AUDITOR’S REPORT

We have checked the attached cash flow statement of DHARTI PROTEINS LTD. for the year ended31st March, 2013 from the books and records maintained by the company in the ordinary course of businessand have subject to comparative figures for the year ended 31st March, 2012 having been disclosed found inaccordance therewith.


Reg No.: 115204W


M. No.: 047856

ATTENDANCE SHEET

Shri / Smt……………………………………………………….of ………………………… Being a member / proxy of

DHARTI PROTEINS LIMITED do hereby record my presence at the 19th Annual General Meeting of the member

of the Company to be held on Saturday the 28th September, 2013 at 9.00 A.M. at Registered Office of the

Company at 203, 2nd Floor, Abhijeet-1, Nr. Mithakhali Circle, Ellisbridge Ahmedabad-380 006.

FOLIO NO / CLIENT I.D.

D.P. ID.

D.P. NAME.

NAME OF SHAREHOLDER

NUMBER OF SHARE HELD

Date :

Place :

PROXY FORM

FOLIO NO / CLIENT I.D.

D.P. ID.

D.P. NAME.

NAME OF SHAREHOLDER

NUMBER OF SHARE HELD

I Shri/Smt ……………………………………….being a member of DHARTI PROTEINS LIMITED, holding

………………….Shares in the Company do hereby appointed Shri .................................... of ...................................

or falling him Shri .................................... of ............................... to remain present at the 19TH Annual

General Meeting of the Company to be held on Saturday the 28th September, 2013 at 9.00 A.M. at the

Registered Office of the Company at 203, 2nd Floor, Abhijeet-1, Nr. Mithakhali Circle, Ellisbridge,

Ahmedabad - 380 006 or at any adjournment thereof and to vote for and on my behalf if poll is granted.

Date :

Place : __________________________________________(Signature of the member appointing a proxy)

Proxy form duly stamped, signed and completed in all respect should be deposited 48 hours before the timefixed for the meeting at the registered office of the company.

AffixRs. 1

RevenueStampe

Book Post

To

If Undelivered please return to :

DH

AR

TI PR

OTEIN

S LIM

ITED(Form

erly Know

n as Devika Proteins Ltd.)D

Regd. O

ffice : 203, Abhijeet-1, M

ithakhali Six R

oads,E

llisbridge, Ahm

edabad-380 006

dharti proteins 2013 annual report 2012-2013 dharti proteins limited 1 notice notice is hereby given...

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