To
The Members,
Dharti Proteins Limited
(Formerly known as Devika Proteins Limited)
Your Directors have pleasure in presenting the 32nd Annual Report of your
Company together with the Audited Statements of Accounts for the year ended March 31,
2026:
STANDALONE FINANCIAL HIGHLIGHTS
(Amount in Lakhs)
| Particulars |
Standalone Year Ended 31.03.2026 |
Standalone Year Ended 31.03.2025 |
| Revenue from Operations |
- |
- |
| Other Income |
2.97 |
7.20 |
| Total Revenue |
2.97 |
7.20 |
| Cost of Raw Materials Consumed |
- |
- |
| Purchase of Stocks in Trade |
- |
- |
| Changes in inventories of Finished Goods and Work in Progress |
- |
- |
| Employee Benefits Expenses |
0.44 |
- |
| Finance Costs |
- |
- |
| Depreciation and Amortization |
- |
0.36 |
| Other Expenses |
17.17 |
7.51 |
| Total Expenses |
17.61 |
7.87 |
| Profit/(Loss) before tax |
(14.64) |
(0.67) |
| Exceptional Items |
70.01 |
- |
| Tax Expense |
- |
- |
| Net Profit/(Loss) after tax |
(84.65) |
(0.67) |
| Other Comprehensive Income/(Expenses) |
- |
- |
| Total Comprehensive Income for the year |
(84.65) |
(0.67) |
For the financial year ended 31st March, 2026, your Company has reported
Net Loss of ? 84.65 Lakhs as compared to previous financial year 2024-25 Net Loss of ?
0.67 Lakhs.
In a significant development, the Ahmedabad Bench of the National Company
Law Tribunal approved the Resolution Plan on November 18, 2025, concluding the Corporate
Insolvency Resolution Process (CIRP) initiated in April 2024 pursuant to the Insolvency
and Bankruptcy Code, 2016. During the period of CIRP, the company was managed by the
Resolution Professional and the new Board of Directors was constituted on 03rd December,
2025 and took control of the affairs of the company.
DIVIDEND
In view of losses, your directors do not propose any dividend for the year
under review.
SHARE CAPITAL & LISTING
a) Issue of shares or other convertible securities:
- Authorized Share Capital:
During the financial year under review, the Authorized Share Capital of
the Company stood at Rs. 11,00,00,000/- (Rupees Eleven Crores only) comprising of
1,10,00,000 Equity Shares of Rs. 10/- each.
- Issued, Subscribed & Paid-Up Capital:
The paid-up Equity Share Capital as on March 31, 2026 was Rs. 50,00,000
(Rupees Fifty Lakhs).
As on March 31, 2025, the paid-up capital of the company was Rs.
10,27,72,000 (Rupees Ten Crores Twenty-Seven Lakhs Seventy-Two Thousand Only) divided into
1,02,77,200 equity shares of Rs. 10/- (Rupee Ten Only) each. Pursuant to the order passed
by Hon'ble NCLT, Ahmedabad Bench dated 18th November, 2025, the entire shareholding of
promoter and promoter group stand extinguished and the shareholding of public was reduced
to 25,000 shares of Rs. 10/- (Rupees Ten Only) each aggregating to Rs. 2,50,000/- (Rupees
Two Lakhs Fifty Thousand Only) in proportion to the shares already held by them on the
record date which was fixed as February 20, 2026. Further, the promoter and promoter group
were allotted 4,25,000 shares of Rs. 10/- (Rupees Ten Only) each aggregating to Rs.
42,50,000/- (Rupees Forty-Two Thousand Fifty Only) and 50,000 equity shares of Rs. 10/-
each aggregating to Rs. 5,00,000/- were allotted to Secured Financial Creditor over and
above the upfront cash component, as per approved resolution plan. Further the allotment
was approved by Board of Directors in its meeting held on February 20, 2026. Pursuant to
the said allotment, paid up share capital of the company was Rs. 50,00,000/- (Rupees Fifty
Lakhs Only) divided into 5,00,000 (Five Lakhs) equity shares of Rs. 10/- (Rupees Ten Only)
each.
b) Issue of equity shares with differential rights:
During the year under review, your Company has not issued any Equity
Shares with differential rights and hence the provisions of Section 43 of the Companies
Act, 2013 read with the applicable Rules made thereunder.
c) Issue of Sweat Equity Shares:
During the year under review, your Company has not issued any Sweat Equity
Shares pursuant to the provisions of Section 54 of the Companies Act, 2013 read with the
applicable Rules made thereunder.
d) Details of Employee Stock Options:
The Company has not issued any shares under Employee's Stock Options
Scheme pursuant to the provisions of Section 62 of the Companies Act, 2013 read with the
applicable Rules made thereunder, therefore, the disclosure regarding issue of employee
stock options is not applicable.
e) Shares held in trust for the benefit of employees where the voting
rights are not exercised directly by the employees:
During the year under review, the Company has not given loan to any
employee for purchase of its own shares as per Section 67(3)(c) of Companies Act, 2013,
therefore, the disclosure as per Rule 16(4) of Companies (Share Capital and Debentures)
Rules, 2014 are not applicable.
f) Issue of debentures, bonds or any non-convertible securities:
During the year under review, the Company has not issued any debentures,
bonds or any non-convertible securities pursuant to the applicable provisions of Companies
Act, 2013 read with the Rules made there under.
g) Issue of warrants:
During the year under review, the Company has not issued any warrants
pursuant to the applicable provisions of Companies Act, 2013 read with the Rules made
there under.
As on March 31, 2026, none of the Directors and/or Key Managerial Person
of the Company hold instruments convertible in to Equity Shares of the Company.
The Company's Equity Shares are listed on the BSE Limited
("BSE").
CORPORATE GOVERNANCE
Your directors believe that corporate governance is an ethically driven
business process that is committed to values aimed at enhancing the growth of your
Company. The endeavour is to continue and move forward as a responsible and sustainable
Company in order to attract as well as retain talents, investors and to maintain
fulfilling relationships with the communities and take all possible steps in the direction
to re-write a new future for your Company.
We are committed to achieve the highest standards of ethics, transparency,
corporate governance and continue to comply with the code of conduct framed for the Board
and senior management under SEBI Listing Regulations and have maintained high standards of
corporate governance based on the principle of effective implementation of internal
control measures, adherence to the law and regulations and accountability at all levels of
the organization.
Your Company's corporate governance practices are driven by effective and
strong Board oversight, timely disclosures, transparent accounting policies and high
levels of integrity in decision making. The corporate governance report of the Company for
the Year Under Review as required under the applicable SEBI Listing Regulations is
attached hereto and forms part of this report. The requisite certificate from Practising
Company Secretary, M/s Dharti Patel & Associates, confirming compliance with the
conditions of corporate governance is attached to the corporate governance report.
CREDIT RATING OF SECURITIES
The credit rating is a financial indicator to potential investors of debt
securities such as bonds. During the year under review, your Company has not issued any
debt securities, so credit rating of securities is not applicable to the Company.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
There was no amount liable or due to be transferred to the Investor
Education and Protection Fund during the financial year 2025-2026 ended 31st March 2026.
GENERAL RESERVES
The General Reserve is used from time to time to transfer profits from
retained earnings for appropriation purposes. As the General reserve is created by a
transfer from one component of equity to another and is not an item of other comprehensive
income, items included in the General reserve will not be reclassified subsequently to the
statement of profit and loss.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs, the financial statements
for the year ended on March 31, 2026 has been prepared in accordance with the Indian
Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the
Financial Statements are made on a prudent basis, so as to reflect in a true and fair
manner, the form and substance of transactions and reasonably present the Company's state
of affairs, profits/(losses) and cash flows for the year ended March 31, 2026.
Accounting policies have been consistently applied except where a newly
issued accounting standard, if initially adopted or a revision to an existing accounting
standard requires a change in the accounting policy hitherto in use. Management evaluates
all recently issued or revised accounting standards on an ongoing basis. The Company
discloses standalone and consolidated financial results on a quarterly basis which are
subjected to limited review and publishes standalone and consolidated audited financial
results on an annual basis.
The Company continues to focus on judicious management of its working
capital, receivables, inventories and other working capital parameters were kept under
strict check through continuous monitoring.
The auditor is issued unmodified report for the financial year under
review.
PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS
Details of Loans, Guarantees and Investments, if any, covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.
ANNUAL RETURN
In accordance with the provisions of Section 92(3) and Section 134(3)(a)
of the Companies Act, 2013, read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return (Form MGT-7) of the Company as on March 31,
2026, is available on the website of the Company at
https://www.dhartiproteins.com/investors/annual-returns
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
As on March 31, 2026, the company does not have any Subsidiary company or
Joint Venture or Associate Companies.
RELATED PARTY TRANSACTIONS
The requisite details under Form AOC-2 in Annexure I have been provided in
this Report.
The Company has put in place a mechanism for certifying the Related Party
Transactions Statements placed before the Audit Committee and the Board of Directors.
The Policy on Related Party Transactions as approved by the Board of
Directors has been uploaded on the website of the Company.
In accordance with the provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has in place the Policy on dealing
with Related Party Transactions which is available on its website
https://www.dhartiproteins.com/investors/policy-on-related-party-transactions.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis on the operations of the Company as
prescribed under Part B of Schedule V read with regulation 34(3) of the Listing
Regulations, 2015 forms part of the Annual Report.
MATERIAL CHANGES AFFECTING THE COMPANY
The Company was undergoing Corporate Insolvency Resolution Process (CIRP)
and has been revived pursuant to Resolution Plan approved by Hon'ble NCLT, Ahmedabad Bench
Order dated November 18, 2025. During the previous financial year 2025-26, the management
and control of the Company were under the supervision of the Resolution Professional. The
new management was appointed on December 03, 2025.
Pursuant to the NCLT Order and the Board Resolution passed on February 20,
2026 all existing shares i.e. 10,27,720 equity shares of Rs. 10 each held by existing
shareholders were cancelled and extinguished. Allotment of 25,000 ordinary equity shares
of Rs. 10 each was made to existing public shareholders in the ratio of 1: 403.95 as on
record date i.e. 20th February, 2026.
Further the Board in its meeting held on February 20, 2026 approved the
allotment of 4,25,000 equity shares of Rs. 10/- each to the new Promoters and Promoter
Group (As mentioned in the Resolution Plan) and 50,000 equity shares of Rs. 10/- each to
Secured Financial Creditor over and above the cash component.
The listing approval from BSE was received on 16th June, 2026. Further,
the company has made application for trading approval to the Exchange.
CHANGE IN NATURE OF BUSINESS, IF ANY
There are no changes in the nature of business in the financial year
2025-26.
Further, the Company has proposed to include a new object in addition to
its existing objects, subject to the approval of the Board, shareholders at the ensuing
Annual General Meeting and other approvals, as may be necessary.
BOARD EVALUATION
The Company has a policy for performance evaluation of the Board,
Committees and other individual Directors (including Independent Directors) which includes
criteria for performance evaluation of Non-Executive Directors and Executive Directors.
In accordance with the manner of evaluation specified by the Nomination
and Remuneration Committee, the Board carried out annual performance evaluation of the
Board, its Committees and Individual Directors. The Independent Directors, in their
meeting held on May 29, 2026, carried out annual performance evaluation of the Chairman,
the non-independent directors and the Board as a whole for the financial year 2025-26.
The Chairman of the respective Committees shared the report on evaluation
with the respective Committee members. The performance of each Committee was evaluated by
the Board based on the report of evaluation received from the respective Committees.
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2025–26, the Board of Directors of the
Company met 4 (four) times on the following dates:
| Sr.No. |
Date of Meeting |
Day |
Number of Members attended |
| 1 |
December 19, 2025 |
Friday |
6 |
| 2 |
February 09, 2026 |
Monday |
6 |
| 3 |
February 20, 2026 |
Friday |
6 |
| 4 |
March 18, 2026 |
Wednesday |
6 |
These meetings were conducted to discuss and review various matters
relating to the operations, performance, and governance of the Company.
MEETINGS OF THE MEMBERS
During the year under review, the Annual General meeting of members was
held on September 20, 2025 by the Resolution Professional as the company was in CIRP.
BOARD COMMITTEES
All Committees of the Board of Directors are constituted in line with the
provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
DISCLOSURE OF MEETING OF COMMITTEES
All Committees of the Board of Directors are constituted in line with the
provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
AUDIT COMMITTEE:
The Audit Committee comprises Ms. Poorva Jain (Chairperson), Ms. Shubhangi
Janifer (Member) and Mrs. Chitra Naraniwal (Member). All the recommendations made by the
Audit Committee were accepted by the Board.
Audit Committee met 2 (two) times during the year 2025-26:
| Sr. No. |
Date of Meeting |
Day |
Number of Members attended |
| 1 |
December 19, 2025 |
Friday |
3 |
| 2 |
March 18, 2026 |
Wednesday |
3 |
NOMINATION & REMUNERATION COMMITTEE:
The Nomination & Remuneration Committee comprises Ms. Shubhangi
Janifer (Chairperson), Ms. Poorva Jain (Member) and Mrs. Chitra Naraniwal (Member).
Nomination & Remuneration committee met 2 (two) times during the year
2025-26:
| Sr.No. |
Date of Meeting |
Day |
Number of Members attended |
| 1 |
December 19, 2025 |
Friday |
3 |
| 2 |
March 18, 2026 |
Wednesday |
3 |
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Stakeholders' Relationship Committee comprises Ms. Poorva Jain
(Chairperson), Ms. Shubhangi Janifer (Member) and Mrs. Chitra Naraniwal (Member).
Stakeholders' Relationship committee met 2 (two) times during the year
2025-26:
| Sr.No. |
Date of Meeting |
Day |
Number of Members attended |
| 1 |
December 19, 2025 |
Friday |
3 |
| 2 |
February 04, 2026 |
Wednesday |
3 |
MANAGEMENT
There is a change in management of the Company post completion of CIRP
Process as per direction issued by NCLT, Ahmedabad bench. Change in the composition of
Board and KMP during the current financial has been provided herein below:
| Name |
Category |
Date of Appointment |
Date of Resignation |
| Mr. Jatinbhai Ramanbhai Patel |
Managing Director |
03-12-2025 |
- |
| Mr. Karnik Shasankan Pillai |
Additional Non-Executive Non-Independent Director |
03-12-2025 |
- |
| Mr. Sohan Lal |
Executive Director and Chief Financial Officer |
03-12-2025 |
- |
| Ms. Poorva Jain |
Additional Non-Executive Non-Independent Director |
03-12-2025 |
- |
| Ms. Shubhangi Janifer |
Additional Non-Executive Non-Independent Director |
03-12-2025 |
- |
| Mrs. Chitra Naraniwal |
Additional Non-Executive Non-Independent Director |
03-12-2025 |
- |
| Ms. Twinkle Bipinchandra Gajjar |
Company Secretary & Compliance Officer |
03-12-2025 |
- |
| Mr. Harish Kumar |
Whole-Time Director |
20-03-2021 |
03-12-2025 |
| Mr. Hiren Dhirjibhai Rabari |
Non-Executive Non-Independent Director |
06-06-2019 |
03-12-2025 |
| Mr. Mahendra Kumar |
Non-Executive Independent Director |
20-03-2021 |
03-12-2025 |
| Mr. Dhiren Kanaiyalal Thakkar |
Chief Financial Officer |
20-03-2021 |
03-12-2025 |
DIRECTORS
For most of FY 2025-26, the powers of the Board were suspended under
Section 17 of the Insolvency and Bankruptcy Code, and vested with the Resolution
Professional, Mr. Amrish Gandhi. Following NCLT's approval of the resolution plan on
November 18, 2025, a Monitoring Committee was formed to oversee implementation. The
Committee appointed a new Board w.e.f. December 03, 2025, marking the end of the suspended
Board period.
As on March 31, 2026, the Board comprised 6 directors, with a balanced mix
of executive and independent directors, complying with Regulation 17 of SEBI LODR (at
least 50% independent directors for a non-chairman executive-led board). None of the
directors hold positions exceeding the limits under Regulation 17A of SEBI LODR
Regulations, 2015. All independent directors provided declarations under Section 149(6) of
the Companies Act, 2013, confirming their independence.
Following are the details of changes in Board during the year till March
31, 2026–
| Name |
Category |
DIN |
Date of Appointment |
Date of Resignation |
| Mr. Jatinbhai Ramanbhai Patel |
Managing Director |
06973337 |
03-12-2025 |
- |
| Mr. Karnik Shasankan Pillai |
Additional Non-Executive Non-Independent Director |
08529650 |
03-12-2025 |
- |
| Mr. Sohan Lal |
Executive Director and Chief Financial Officer |
11411281 |
03-12-2025 |
- |
| Ms. Poorva Jain |
Additional Non-Executive Non-Independent Director |
11386684 |
03-12-2025 |
- |
| Ms. Shubhangi Janifer |
Additional Non-Executive Non-Independent Director |
09125625 |
03-12-2025 |
- |
| Mrs. Chitra Naraniwal |
Additional Non-Executive Non-Independent Director |
09077116 |
03-12-2025 |
- |
| Mr. Harish Kumar |
Whole-Time Director |
09086570 |
20-03-2021 |
03-12-2025 |
| Mr. Hiren Dhirjibhai Rabari |
Non-Executive Non-Independent Director |
08469750 |
06-06-2019 |
03-12-2025 |
| Mr. Mahendra Kumar |
Non-Executive Independent Director |
09086586 |
20-03-2021 |
03-12-2025 |
In the opinion of the Board, the Independent Directors possess the
requisite expertise and experience and are the persons of high integrity and repute.
They fulfill the conditions specified in the Companies Act, 2013 and the
Rules made thereunder and are independent of the management.
Further, none of the Directors of the Company are disqualified under
sub-section (2) of Section 164 of the Companies Act, 2013.
DIRECTOR RETIRING BY ROTATION
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013,
Mr. Jatinbhai Patel (DIN: 06973337) Managing Director of the Company, retires by rotation
at the ensuing annual general meeting and being eligible offers himself for
re-appointment. He has given a declaration in terms of Section 164(2) of the Companies
Act, 2013 to the effect that he is not disqualified from being reappointed as a Director
of the Company.
INDEPENDENT DIRECTORS & KMPs
As per provisions of Section 149 of the 2013 Act, independent directors
shall hold office for a term up to five consecutive years on the board of a company, but
shall be eligible for re-appointment for another term up to five years on passing of a
special resolution by the company and disclosure of such appointment in Board's Report.
Further Section 152 of the Act provides that the independent directors shall not be liable
to retire by rotation in the Annual General Meeting (‘AGM') of the Company.
As per requirements of Regulation 25 of Listing Regulations, a person
shall not serve as an independent director in more than seven listed entities: provided
that any person who is serving as a whole-time director in any listed entity shall serve
as an independent director in not more than three listed entities. Further, independent
directors of the listed entity shall hold at least one meeting in a year, without the
presence of non-independent directors and members of the management and all the
independent directors shall strive to be present at such meeting.
In the opinion of the Board, the Independent Directors possess the
requisite expertise and experience and are the persons of high integrity and repute. They
fulfill the conditions specified in the Companies Act, 2013 and the Rules made thereunder
and are independent of the management.
Independent Directors have confirmed that they have complied with the
Company's Code of Business Conduct & Ethics.
DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY
All the Independent Directors have submitted their disclosures to the
Board that they fulfil all the requirements as stipulated in Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as
Independent Directors under the provisions of the Companies Act, 2013 and the relevant
rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they
are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their liability to discharge their duties. Based
on the declaration received from Independent Directors, the Board of Directors have
confirmed that they meet the criteria of Independence as mentioned under Section 149 of
the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are
independent of the management.
FAMILIARISATION PROGRAM FOR DIRECTORS
As a practice, all new directors (including independent directors)
inducted to the Board are given a formal orientation.
The familiarization programme for the independent directors is customised
to suit their individual interests and area of expertise. The directors are usually
encouraged to interact with members of senior management as part of the induction
programme. The senior management make presentations giving an overview of the Company's
strategy, operations, products, markets and group structure, Board constitution and
guidelines, and the major risks and risk management strategy. This enables the directors
to get a deep understanding of the Company, its people, values and culture and facilitates
their active participation in overseeing the performance of the management.
The details of the familiarization program conducted during the Year Under
Review can be accessed from Company website
https://www.dhartiproteins.com/investors/familiarisation-programme-for-independent-directors
NOMINATION & REMUNERATION POLICY
The Company has devised a Nomination and Remuneration Policy ("NRC
Policy") which inter alia sets out the guiding principles for identifying and
ascertaining the integrity, qualification, expertise and experience of the person for the
appointment as directors, key managerial personnel ("KMPs") and senior
management personnel ("SMPs"). The NRC Policy has been framed with the objective
a. to ensure that appointment of directors, KMPs and SMPs and their
removals are in compliance with the applicable provisions of the Companies Act, 2013 and
the SEBI Listing Regulations;
b. to set out criteria for the evaluation of performance and remuneration of directors,
KMPs and SMPs;
c. to adopt best practices to attract and retain talent by the Company; and
d. to ensure diversity of the Board of the Company
The NRC Policy specifies the manner of effective evaluation of performance
of Board, its committees and individual directors to be carried out either by the Board,
by the Nomination and Remuneration Committee or by an independent external agency and
review its implementation and compliance. During the Year Under Review, there has been no
change in the NRC Policy.
The NRC Policy of the Company can be accessed at the website of the
Company at https://www.dhartiproteins.com/investors/nomination-and-remuneration-policy
DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
None of the Managerial personnel of your company, who was employed
throughout the financial year, was in receipt of remuneration in aggregate of Rupees One
Crore and Two Lakhs or more or if employed for the part of the financial year was in
receipt of remuneration of Rupees Eight Lakh and Fifty Thousand or more per month and
there were no employees in the company hence the provisions of Rule 5(2) with respect to
employees are not applicable to the company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR
COURTS
Following are the details of Orders passed by Regulators, Tribunals or
Courts – NCLT, Ahmedabad bench vide its order dated 18th November 2025, has issued
directions for change in management as well as reduction in Capital. The new management
has taken charge of the Company has infused fresh Capital as well implementation of
reduction in Capital as per directions issued in said NCLT order.
CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP):
The resolution plan issued by Hon'ble NCLT, Ahmedabad bench has been
successfully implemented. Change in management has already been implemented and also the
fresh Capital has been infused. The Company has received listing approval from BSE and has
filed an application for Trading approval from BSE.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE
END OF THE FINANCIAL YEAR AND DATE OF REPORT
Since the Company was under CIRP process and has recently been taken over
by the new management and the new management is unable to comment in this matter.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013
the Board of Directors confirms that:
1. In the preparation of the annual accounts, for the year ended March 31,
2026, all the applicable accounting standards prescribed by the Institute of Chartered
Accountants of India have been followed along with proper explanation relating to material
departures, if any; 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 as at March 31, 2026 and
of the losses of the Company for the year ended on that date;
2. that the Directors have 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;
3. that the Directors had prepared the annual accounts on a going concern
basis;
4. that 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; and
5. that 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.
REGISTRAR AND SHARE TRANSFER AGENT
The Company has appointed System Support Services as its Registrar and
Transfer Agent ("RTA") for handling share registry and investor-related
services. The RTA is registered with SEBI and has been efficiently managing all related
activities during the year under review.
BUSINESS RISK MANAGEMENT
The investment in Stock Market have the risk of change in the price and
value, both in term of up and down and thus can affect the profitability of the Company.
Risk management is embedded in your Company's operating framework. Your Company believes
that managing risks helps in maximizing returns. The Company's approach to addressing
business risks is comprehensive and includes periodic review of such risks and a framework
for mitigating controls and reporting mechanism of such risks. The risk management
framework is reviewed periodically by the Board and the Audit Committee. Further, the
Company is not required to constitute Risk Management Committee under Listing Regulations,
2015.
STATEMENT SHOWING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
OF THE COMPANY
Business Risk Evaluation and Management is an on-going process within the
organization. In compliance with the provisions of Section 134(3)(n) of the Companies Act,
2013, the Board of Directors has formulated and adopted the Risk Management Policy to
identify, monitor and minimize risks while identifying business opportunities which
enables the Company to ensure sustainable business growth with stability and to promote a
proactive approach in reporting, evaluating and resolving risks associated with the
business.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Pursuant to the appointment of new management, the Company has established
a robust system of internal controls and procedures designed to ensure the orderly and
efficient conduct of its business, safeguarding of assets, prevention and detection of
frauds and errors, accuracy and completeness of accounting records, and timely preparation
of reliable financial information.
The Internal Audit function is carried out by the Company's independent
Internal Auditor, to M/s. PSG And Associates, Chartered Accountant (FRN –
133773W), who conduct periodic audits of all significant operational and
financial areas and assess the adequacy and effectiveness of internal controls. The
observations and recommendations of the Internal Auditor are reviewed by the Audit
Committee, and necessary corrective actions are implemented.
Based on the report submitted by to M/s. PSG And Associates, Chartered
Accountant (FRN – 133773W), the Audit Committee and the Board are satisfied that the
Company's internal financial controls over financial reporting are adequate and operating
effectively during the year under review.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or
grievances. The Whistle Blower Policy has been posted on the website of the Company i.e.
https://www.dhartiproteins.com/investors/whistle-blower-policy
AUDITORS
Statutory Auditors & Auditors' Report
The Audit Report issued by M/s. N.S. Nanavati & Co. (FRW: 134235W) on
the financial statements for the financial year 2025–26 forms part of the Annual
Report. The notes to the financial statements, as referred to in the Auditor's Report, are
self-explanatory and do not require any further clarification or comment.
The Auditor has carried out statutory Audit of the standalone and
consolidated financials and has issued an unmodified report.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s. Dharti Patel & Associates, Company Secretaries in Practice
(C. P. No. 19303) to undertake the Secretarial Audit of the Company. The Report of the
Secretarial Audit Report in the prescribed Form MR-3 is annexed in this Annual Report as Annexure
II. The qualifications submitted by Practicing Company Secretaries are already
mentioned in the report annexed herewith.
In addition to the above and pursuant to SEBI circular dated 8th February
2019, a report on secretarial compliance by CS Dharti Patel for the FY 2025-26 has been
submitted with stock exchanges. The same report is available on the website of the company
at https://www.dhartiproteins.com/investors/secretarial-compliance-report-fy-2026-27
Internal Auditors
Your Company has an effective internal control and risk-mitigation system,
which are constantly assessed and strengthened with new/revised standard operating
procedures. The Company's internal control system is commensurate with its size, scale and
complexities of its operations. The internal and operational audit is entrusted to M/s.
PSG AND ASSOCIATES, Chartered Accountant (FRN – 133773W). The main thrust of internal
audit is to test and review controls, appraisal of risks and business processes, besides
benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the
adequacy and effectiveness of the internal control systems and suggests improvements to
strengthen the same. The Company has a robust Management Information System, which is an
integral part of the control mechanism.
The Audit Committee of the Board of Directors, Statutory Auditors and the
Key Managerial Personnel are periodically apprised of the internal audit findings and
corrective actions taken. Audit plays a key role in providing assurance to the Board of
Directors. Significant audit observations and corrective actions taken by the management
are presented to the Audit Committee of the Board. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit Committee.
Cost Auditors
The provisions of Cost Audit and Records as prescribed under Section 148
of the Act are not applicable to the Company.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act,
2013, extract of the Annual Return for the financial year ended 31st March, 2026 made
under the provisions of Section 92(3) of the Act will be available on Company website link
https://www.dhartiproteins.com/investors/annual-returns
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules
thereunder, this is to certify and declare that there was no case of sexual harassment
during the year under review. Neither there was a case pending at the opening of Financial
Year, nor has the Company received any Complaint during the year.
STATUTORY INFORMATION AND OTHER DISCLOSURES
The information regarding Conservation of Energy, Technology Absorption,
Adoption and Innovation, as defined under section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is reported to be NIL.
The Disclosure required under Section 197(12) of the Act read with the
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is annexed as Annexure ‘III' and forms an integral part of this Report. A
statement comprising the names of top employees in terms of remuneration drawn and every
person employed throughout the year, who were in receipt of remuneration in terms of Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is annexed as Annexure ‘V' and forms an integral part of this annual report. The
above Annexure is not being sent along with this annual report to the members of the
Company in line with the provisions of Section 136(1) of the Act. Members who are
interested in obtaining these particulars may write to the Company Secretary at the
Registered Office of the Company. The aforesaid Annexure is also available for inspection
by Members at the Registered Office of the Company, 21 days before and up to the date of
the ensuing Annual General Meeting during the business hours on working days.
None of the employees listed in the said Annexure is a relative of any
Director of the Company. None of the employees hold (by himself or along with his spouse
and dependent children) more than two percent of the Equity Shares of the Company.
CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135 of the Companies Act, 2013, read with
rules framed there under, every company including its holding or subsidiary and a foreign
company, which fulfills the criteria specified in sub section (1) of Section 135 of the
Act shall comply with the provisions of Section 135 of the Act and its rules.
Since the Company is not falling under any criteria specified in sub
section (1) of Section 135 of the Act, your company is not required to constitute a
Corporate Social Responsibility ("CSR") Committee.
BUSINESS RESPONSIBILITY REPORT
As the Company is not among top 500 or 1000 Companies by turnover on Stock
Exchanges, the disclosure of Report under of Regulation 34(2) of the Listing Regulations
is not applicable to the Company for the year under review.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any deposit
from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The
Companies (Acceptance of Deposits) Rules, 2014.
MAINTENANCE OF COST RECORDS
The maintenance of cost records for the services rendered by the Company
is not required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of
Companies (Cost Records and Audit) Rules, 2014.
AUDITORS REPORT
The Notes on Financial Statement referred in the Auditors' Report are
self-explanatory and do not call for any further comments. The Auditor has issued an
unmodified report for the Financial Year 2025-26.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors and the Secretarial
Auditors have not reported any instances of frauds committed in the Company by its
officers or employees of Audit Committee under Section 143(12) of the Companies Act, 2013,
details of which needs to be mentioned in this Report.
REPORT ON CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a separate section on
corporate governance practices followed by the Company, together with a certificate from
the Company's Auditors confirming compliance forms an integral part of this Report.
APPOINTMENT OF "DESIGNATED PERSONS" FOR FURNISHING INFORMATION
TO THE REGISTRAR OF COMPANIES OR ANY OTHER AUTHORITY WITH RESPECT TO BENEFICIAL INTERESTS
IN THE SHARES OF THE COMPANY
During the Financial year under review, the Company has appointed Mr.
Jatinbhai Ramanbhai Patel (DIN: 06973337), Managing Director of the Company, as
the "Designated Person" responsible for furnishing and extending co-operation
for providing information to the concerned Registrar of Companies or any other authorized
officer with respect to beneficial interest in shares of Company under the Act.
GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of diversity, equity, and inclusion
(DEI), the Company discloses below the gender composition of its workforce as on the March
31, 2026.
Male Employees: 2
Female Employees: 1
Transgender Employees: 0
This disclosure reinforces the Company's efforts to promote an inclusive
workplace culture and equal opportunity for all individuals, regardless of gender.
DOWNSTREAM INVESTMENT
The Company neither have any Foreign Direct Investment (FDI) nor invested
as any Downstream Investment in any other Company in India.
AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE
COMPANIES ACT 2013.
Accounting Software for maintaining its books of account for the financial
year ended March 31, 2026 was used which has a feature of recording audit trail (edit log)
facility for all relevant transactions recorded in the software.
The Company, Dharti Proteins Limited, was undergoing Corporate Insolvency
Resolution Process (CIRP) and has been revived pursuant to an approved Resolution Plan.
During the previous financial year, the management and control of the Company were under
the supervision of the Resolution Professional.
Therefore, for the financial year ended March 31, 2026 the Board is unable
to comment on effectiveness of the audit trail.
The new management which was appointed on December 03, 2025 as per the
resolution plan dated November 18, 2025, endeavours to comply with the said rule
hereafter.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the
applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries
of India.
OTHER DISCLOSURE
During the financial Year Under Review, disclosure with respect to 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 reason thereof is not applicable.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016
During the financial year under review, there were no applications made or
proceedings pending in the name of Company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
During the financial year under review, there has been no one time
settlement of loans taken from the Banks or Financial Institutions.
FAILURE TO IMPLEMENT ANY CORPORATE ACTION
The Company has not failed to complete or implement any corporate action
between the end of the Financial Year to which this Financial Statements relates and date
of this Report.
CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion and
Analysis describing the Company's objectives, projections, estimates, expectations or
predictions may be "forward-looking statements" within the meaning of applicable
securities laws and regulations. Actual results could differ materially from those
expressed or implied.
APPRECIATION
Your Directors wish to place on record their appreciation towards the
contribution of all the employees of the Company and their gratitude to the Company's
valued customers, bankers, vendors and members for their continued support and confidence
in the Company.
By Order of the Board of Directors |
For Dharti Proteins Limited |
(Formerly known as Devika Proteins Limited) |
Date: September 01, 2026 |
Place: Ahmedabad |
Sd/- |
Jatinbhai Ramanbhai Patel |
Managing Director |
DIN: 06973337 |
By Order of the Board of Directors |
For Dharti Proteins Limited |
(Formerly known as Devika Proteins Limited) |
Date: September 01, 2026 |
Place: Ahmedabad |
Sd/- |
Sohan Lal |
Executive Director & CFO |
DIN: 11411281 |
Registered Office: |
A 1115 Titanium Business Park, |
Near Makarba Underpass, Jivraj Park, |
Ahmedabad, Ahmedabad City, Gujarat, India, 380051 |
CIN: L67120GJ1994PLC022199 |
E-mail Id: cs@dhartiproteins.com |
|