devine impex ltd share price Directors report

Dear Members,

Your Directors have pleasure in presenting before you their 28 Annual Report together with the Audited Accounts of the Company for the year ended 31% March, 2023.

FINANCIAL RESULTS

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

Particulars	202223	202122
	(Amount in Lacs)	(Amount in Lacs)
Gross Income	177.80	190.21
Expenses	172.54	185.74
Profit Before Interest and Depreciation	5.26	4.47
Finance Cost/Interest	0.00	0.01
Depreciation	0.00	0.00
Net Profit Before Tax	5.26	4.46
Provision for Tax	0.28	2.32
Net Profit After Tax	4.98	2.15

STATE OF COMPANYS AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/HIGHLIGHTS/OPERATIONS

During the year the total revenue of the company was Rs. 177.80 lacs. There is decrease of approximately 6.52% in revenue as compare to the previous financial year. The company earned a net profit of Rs. 4.98 Lakhs during the financial year 202223. The management is quite optimistic about the further growth of the company.

DIVIDEND

The company has earned very meager profit during the financial year, hence directors have decided not to recommend any Dividend for the year under review and plough the same back into the operations of the company. The provisions regarding establishment of a Dividend Distribution Policy is not applicable to the company during the financial year.

RESERVES

Entire amount of Net Profit has been transferred to Profit and Loss Surplus account, which appears under the head “Reserves and Surplus.” No amount has been transferred to any reserves.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Manju Jain, Director of the Company retire by rotation in the ensuing Annual General Meeting and being eligible offers herself for reappointment.

During the financial year under review, there were no changes in the composition of the Board.

Based on the recommendation of the Nomination and Remuneration Committee, Mr. Neeraj Jain (DIN: 01132916) was appointed as the Managing Director of the company w.e.f. 14.03.2022 for a term of 5 years. As per the provisions of Regulation 17 (1C) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the approval of the members was sought within a period of 3 months, in the extra ordinary general meeting held on 13 June, 2022, for the appointment of Mr. Neeraj Jain (DIN: 01132916) as a Director and his appointment as the Managing Director of the company w.e.f. 14.03.2022 for a tenure of 5 years, without any remuneration.

Further, at the recommendation of the Nomination and remuneration Committee, Mrs. Manju Jain (DIN: 02711684) was appointed as an Additional Director by the Board of Directors in their meeting held on 14.03.2022 to hold office w.e.f. 14.03.2022 until the date of the ensuing Annual General meeting. As per the provisions of Regulation 17 (1C) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the approval of the members was sought within a period of 3 months, in the extra ordinary general meeting held on 13" June, 2022, for the appointment of Mrs. Manju Jain (DIN: 02711684) as a Non Executive Director.

KEY MANAGERIAL PERSONNEL

As at the end of the financial year under review, the Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Name	Designation
Mr. Neeraj Jain (DIN: 01132916)	Managing Director
Mr. Anil Jain	Company Secretary
Mr. Rohit Jain	Chief Financial Officer

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, an Audit Committee is duly constituted. The Audit Committee as on March 31, 2023 comprises of the following Directors:

Mr. Vinay Kumar Sharma	Chairman	Independent Director
Ms. Nisha Sharma	Member	Independent Director
Mr. Rohit Jain	Member	Non Independent Director

Mr. Anil Jain, the Company Secretary of the company acts as the Secretary of the Audit committee.

All members of audit committee are financially literate. 4 (Four) audit committee meetings were held in the financial year on 27.05.2022, 12.08.2022, 11.11.2022 and 14.02.2023. The gap between two meetings of the audit committee is not more than 120 days.

Name of the committee	Members of Audit	No. of meetings held	No. of Meetings attended
Mr. Vinay Kumar	Sharma (Chairman)	4	4
Ms. Nisha Sharma	(Member)	4	4
Mr. Rohit Jain (Member)		4	4

Terms of reference of the Audit Committee inter alia include:

e Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible; eo Review with the management, the annual and quarterly financial statements and auditors report thereon before submission to the Board for approval. eo Review with the management, statutory and internal auditors, adequacy of the internal control systems; e Evaluation of internal financial controls and risk management systems; eo Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company; e Discussion with statutory auditors the nature and scope of audit as well as postaudit areas of concern, eo Review and monitor the Auditors independence and performance, and effectiveness of audit process; eo Review adequacy of internal audit function including structure of the internal audit department, staffing and seniority of the official heading the function, reporting structure, coverage and frequency of internal audit; e Discussion with internal auditor of any significant findings and follow up thereof; e Review 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 and reporting the matter to the Board; e Approval (or any subsequent modification) of transactions of the Company with related parties e Review functioning of the Whistle Blower mechanism;

NOMINATION & REMUNERATION COMMITTEE

In terms of Regulation 19 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the provisions of section 178 of the Companies Act, 2013, Nomination & Remuneration Committee as on March 31, 2023 comprises of the following Directors

Mr. Vinay Kumar Sharma	Chairman	Independent Director
Ms. Nisha Sharma	Member	Independent Director
Mrs. Manju Jain	Member	Non Executive Non Director	Independent

Mr. Anil Jain, the Company Secretary of the company acts as the Secretary of the Audit committee. One meeting of Nomination & Remuneration Committee was held on 27.05.2022. Terms of Reference of the Committee are as follows:

e Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal. eo Recommend to the Board, all remuneration, in whatever form, payable to Senior Management. e Formulation of criteria for evaluation of directors performance including independent directors and the Board. eo Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a Policy, relating to the remuneration for the directors, key managerial personnel and other employees. e Consider extension or continuation of the term of appointment of the Independent Directors on the basis of the report of performance evaluation of Independent Directors.

The Nomination and Remuneration Committee also helps the Board on succession plan for the Directors and Senior Management.

The Composition of the Nomination and Remuneration Committee and the details of Meetings attended by the members during the year are given below:

Name of the Members of Nomination and remuneration Committee	No. of meetings held	No. of attended	Meetings
Mr. Vinay Kumar Sharma (Chairman)	1	1
Ms. Nisha Sharma (Member)	1	1
Mrs. Manju Jain (Member)	1	1

CODE OF CONDUCT

The Board has laid down a welldefined Code of Ethics and Conduct (the "Code") to be followed by Board members and senior management of the Company. Duties of independent Directors, as specified under Companies Act, 2013, have been incorporated in the code. The code is available on the website of the company (www.devineimp.in). All the Board members and Senior Management Personnel have affirmed compliance with the code. A declaration signed by the Managing Director to this effect is enclosed at the end of this report.

The Code is available on the website of the Company. In accordance with the Listing Regulations, all Directors and Senior Management personnel have affirmed compliance with this Code. A declaration signed by the Managing Director to this effect forms part of this report.

REMUNERATION OF DIRECTORS

Remuneration paid to Directors is decided by the Board on the recommendations of the Nomination and Remuneration Committee and approved by the shareholders at General Meetings.

During the financial year 202223, none of the directors have been paid any remuneration/ sitting fees.

Apart from the above stated, there have been no other material pecuniary relationships or transactions by the Company with Nonexecutive directors during the year.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Regulation 20 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Stakeholders Relationship Committee is duly constituted with following composition as on March 31, 2023

Mr. Vinay Kumar Sharma	Chairman	Independent Director
Ms. Nisha Sharma	Member	Independent Director
Mr. Rohit Jain	Member	Non Independent Director

Two (2) meeting of Stakeholders Relationship Committee were held on 27.05.2022 and 11.11.2022.

The Composition of the Stakeholder Relationship Committee and the details of Meetings attended by the members during the year are given below:

Name of the Members of Stakeholder Relationship Committee	No. of meetings held	No. of attended	Meetings
Mr. Vinay Kumar Sharma (Chairman)	2	2
Ms. Nisha Sharma (Member)	2	2
Mr. Rohit Jain (Member)	2	2

Terms of Reference of the Committee are as follows:

e Consider and resolve the grievances of the security holders of the Company including complaints related to transfer / transmission of shares, nonreceipt of annual report, nonreceipt of declared dividends, issue of new/duplicate certificates, general meetings, etc. eo Review of measures taken for effective exercise of voting rights by shareholders. eo Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent. e Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports [statutory notices by the shareholders of the company. eo Transfer / transmission of shares, dematerialization / rematerialization of shares, issue of duplicate share certificates and such other functions as may be stipulated under the Companies Act, 2013 / SEBI Regulations.

During the financial year, no investor complaints or grievances were received by the company and no such complaints were pending for redressal at the end of the financial year.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 read over with Regulation 25 of SEBI (LODR) Regulations.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

SHARE CAPITAL

During the year under review, there is no change in the Share Capital of the Company. The Authorised capital of the Company is Rs. 10,00,00,00 comprising of 1,00,00,000 equity shares of Rs. 10/ each.

The issued and subscribed share capital of the company comprise of 96,51,400 equity shares of Rs. 10/ each. Out of the aggregate issued and subscribed capital, 119200 equity shares have been forfeited by the company.

The paidup share capital of the company as on March 31, 2023 is Rs. 9,53,22,000.

The Company has not bought back any of its securities during the year under review.

The Company has not issued any Sweat Equity Shares or Employee Stock Option Schemes during the year under review.

No Bonus Shares were issued during the year under review.

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

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the Company. The Company has in place “Policy for Prevention and Redressal of Sexual Harassment” in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred to as ‘the said Act”) and Rules made there under. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (ICC) at the Registered Office of the Company to deal with the Complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.

Further, as per the provisions of Section 21 & 22 of the said Act, the Report in details of the number of cases filed under Sexual Harassment and their disposal for the financial year under review, is as under:

No. of cases pending as on the beginning of the financial year under review	[No. of complaints filed during the financial year under review	No. of cases pending as on the end of the financial year under review
1. NIL	NIL	NIL

MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes or commitments, effecting the financial position of the Company happening between the end of the Financial Year of the Company and date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure1 to this Report.

CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that there have not been any changes during the Financial Year under review:

a. In the nature of Companys business b. Generally in the class of business in which the Company has an interest

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

CORPORATE GOVERNANCE

As per the provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, (LODR Regulations) the regulations 1727 of the LODR Regulations pertaining to requirements of Corporate Governance are not applicable to the company. Hence the report on Corporate Governance is not applicable to the company.

BUSINESS RESPONSIBILITY REPORT

Regulation 34 (2) (f) the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as Annexure2, which forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Part B of Schedule V to the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section as Annexure3 forming part of this Annual Report.

PARTICULARS OF REMUNERATION OF DIRECTORS KMP/EMPLOYEES

The disclosure as per Section 197 of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate Annexure4 forming part of this Report.

NUMBER OF MEETINGS OF BOARD

During the year 202223, 5 (Five) Board Meetings were held. The details regarding the dates of such Board Meetings along with the attendance of directors therein is provided hereunder:

Date of Board Meeting	No. of Directors entitled	Attendance of Directors
18.05.2022	5	5
27.05.2022	5	5
12.08.2022	5	5
11.11.2022	5	5
14.02.2023	5	5

Apart from the Board meetings, as per the provisions of Schedule IV of the Companies Act, 2013, a meeting of the Independent Directors of the company was held on 14.02.2023 which was attended by both the Independent Directors.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. Accordingly, following is the criteria for evaluation:

a. Criteria for evaluation of the Board of Directors as a whole: i. The Frequency of Meetings ii. Quantum of Agenda ili. Administration of Meetings iv. Flow and quantity of Information from the Management to the Board v. Number of Committees and their role. vi. Overall performance of the Company

b. Criteria for evaluation of the Individual Directors including Independent Directors; i. Experience and ability to contribute to the decision making process ii. Problem solving approach and guidance to the Management iii. Attendance and Participation in the Meetings iv. Personal competencies and contribution to strategy formulation v. Contribution towards statutory compliances, monitoring of controls and Corporate Governance

The Independent Directors had met separately on 14.02.2023 without the presence of NonIndependent Directors and the members of management and discussed, interalia, the performance of nonIndependent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and NonExecutive Directors. The Nomination and Remuneration Committee has also carried out evaluation of every Directors performance. The Directors express their satisfaction with the evaluation process.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

STATUTORY AUDITORS & AUDITORS REPORT

M/s Deepak Jindal & Co Chartered Accountants, Chandigarh, was appointed as Statutory Auditors of the Company in the Annual General Meeting held in the year 2019, to hold office till the conclusion of Annual General Meeting to be held in the year 2024.

The Auditors Report being selfexplanatory requires no comments from the Directors. Further, there are no reservations, qualifications or adverse remarks in the Audit Report given by them in respect of the Financial Year 202223.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Ajay K. Arora, a Company Secretary in practice having CP no. 993, was appointed as Secretarial Auditor of the Company for the financial year 202223 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed form MR3 is attached as Annexure 5 and forms part of this report. The reply to qualifications/ observation/ remarks by the Secretarial Auditors is as follow:

1. The company is in the process of appointing Internal Auditors in compliance with the provisions of Section 138 of the Companies Act, 2013.

2. The Independent Director of the company has been made aware of the requirements to get themselves registered on the Independent Directors Databank. Necessary steps have been initiated for the registration as per the extended timelines granted under the Companies Act, 2013.

3. During the financial year, the company procured an inhouse software for the establishment and maintenance of a Structural Digital Database in complete compliance with the SEBI Regulations. Being in the early stages of compliance and facing some technical glitches, the company is maintaining the Database of the Designated Personnel internally and the data therein was being updated at the level of the Compliance Officer in the procured software.

COST AUDIT

As per the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014, the requirements for the appointment of the Cost Auditors and the cost audit report are not applicable to the company during the financial year.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under subsection (12) of section 143 including those which are reportable to the Central Government.

CONSOLIDATED FINANCIAL STATEMENTS

The company does not have any subsidiary or associate.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

As required pursuant to provisions of section 134(1) (e) of the Act, the Company has a well placed, proper and adequate internal financial control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the Organization. The internal financial control system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. During the year, as per the requirements of Listing Agreement with the Stock Exchanges, a Risk Management Committee was constituted by the Board of Directors with responsibility of preparation of Risk Management Policy, reviewing and monitoring the same on regular basis, to identify and review critical risks on regular basis. The risks faced by the Company and their minimization procedures are assessed by the Board. Further, the Company identifies risks, and control systems are instituted to ensure that the risks in each business process are mitigated. The Board provides oversight and reviews the Risk Management Policy on a regular basis. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 202223 in terms of Chapter V of the Companies Act, 2013. Information in this regard, therefore, is nil. There was no non compliance of requirement of Chapter V of Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUSAND COMPANYS OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Companys operations in future.

SECRETARIAL STANDARDS

The Company has duly complied with the applicable Secretarial Standards on meeting of Board of Directors (SS1) and General Meetings (SS2) issued by the Institute of Company Secretaries of India (ICSI).

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors in respect of their roles, rights & responsibilities, nature of the industry in which Company operates, business model of the Company and related matters are communicated to the Independent Directors from time to time and are available on the website of the company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, performance evaluation of the Board and its Committees and all the Directors has been carried out and the details are covered in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility were not applicable to the company during the financial year 202223.

ANNUAL RETURN

The extract of Annual Return as on March 31, 2023 in the prescribed Form No. MGT9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as Annexure6 and forms part of this Report. Further, Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at www.devineimp.in.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The company has not given any loans, made investments, given guarantee or provided securities to any person or body corporate covered under the provisions of Section 186 of the Companies Act, 2013.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

All related party transactions that were entered into during the financial year were at arms length, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There were no material transactions made by the Company during the year that would have required Members” approval.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

The Company has adopted a policy to deal with related party transactions as approved by the Board of Directors. The detail of related party transactions is attached as Annexure6 in AOC2.

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and also in terms of and also in terms of Regulation 4 (2) (d) and Regulation 22 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INDUSTRIAL RELATIONSHIPS

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

COMPLIANCE

The company has devised proper systems to ensure compliance of all laws applicable to the company and the compliance reports issued by the Departmental Heads are placed before the Board every quarter confirming compliance by the Company with all applicable Laws.

LISTING AND LISTING REGULATIONS

The equity shares of the company are listed on the BSE Limited (BSE). The Company has also formulated the Policies as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

The company is regular in paying the listing fee.

INSIDER TRADING

The Board of Directors has adopted The Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider trading policy of the company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation.

DEMATERIALIZATION OF SHARES

As mentioned in Companys earlier Annual Reports, the Companys Equity Shares are in compulsory Demat mode in terms of SEBI Guidelines. This has been facilitated through arrangement with NSDL and CDSL. About 50.56% of the shares of the Company are already in dematerialized form. M/s Link Intime India Pvt. Ltd, New Delhi is acting as the Registrar and Share Transfer Agents for this purpose and acts as common share agency in terms of SEBI Guidelines.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund

(IEPF).

SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES

There is no liability towards principal and interest payable to Micro, Small & Medium Enterprises as on 31st March, 2023.

ONE TIME SETTLEMENTS

The Company has not made any onetime settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

SUSTAINABILITY INITIATIVE

Your Company is conscious of its responsibility towards preservation of natural resources and continuously takes initiatives to reduce consumption of electricity and water.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No Insolvency resolution process has been initiated/ filed by a financial or operational creditor or by the company itself under the IBC before the NCLT.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation to valued Clients, Bankers, Statutory Authorities and Employees of the company for their continued support & cooperation.

Date: 11.08.2023
Place: Mohali
	For and On behalf of	the Board of Directors
	Devine Impex Limited
	Sd/	Sd/
	Neeraj Jain	Rohit Jain
	Managing Director	Director & CFO
	DIN: 01132916	DIN: 01132870