Notice Director Report

DEVESH FOODS & AGRO PRODUCTS PVT. LTD DDA Flat No. 42- A/2, Hemkunt Colony Greater Kailash -1, New Delhi-110048

NOTICE Notice is hereby given that 5th Annual General Meeting of M/S DEVESH FOODS & AGRO PRODUCTS PRIVATE LIMITED, will be held at Tuesday, on 8th July, 2009 at Registered Office of the company at DDA Flat No. 42- A/2, Hemkunt Colony Greater Kailash -1, New Delhi110048 ORDINARY BUSINESSES : ITEM 1. To receive, consider and adopt the director's report, auditor's report audited balance sheet as on 31st March, 2009 and profit & loss account for the year ended on that date. ITEM 2. To appoint the Auditors of the company to hold office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting, M/s R.M. SHARMA & CO., Chartered Accountants, the retiring auditors of the Company are eligible for re-appointment. SPACIAL BUSINESS : ITEM 3. To consider and, if thought fit, to pass with or without modification (s), the following resolution as an Ordinary Resolution: “RESOLVED THAT clause V of the Memorandum of Association of the company be changed and read as follows: “The Authorized Share Capital of the Company is Rs. 50,00,000/- (Fifty Lacs) divided into 5,00,000 (Five Lacs) Equity Shares of Rs. 10/- (Ten) each.” RESOLVED FURTHER THAT suitable changes be made in all copies of the Memorandum and Article of Association. RESOLVED FURTHER THAT Mr. Naveen Khandelwal, Director of the Company be and is hereby authorized to prepare, sign and submit the relevant documents and papers with concerned Registrar of Companies.” By Order of the Board of Directors For DEVESH FOODS & AGRO PRODUCTS PRIVATE LIMITED PLACE: New Delhi DATED: 12TH June 2009 (NAVEEN KHANDELWAL) DIRECTOR

EXPLAN"ATORY STATEMENT PURSUNAT TO SECTION 173 (2) OF THE COMPANIES ACT, 1956 The Company is planning to expand its business activities by setting new projects at several new places. For this purpose the Company will be required to increase its paid up Capital to meet initial as well as other expenditure. Therefore, the Board proposed to increase present Authorized Share Capital of Company from Rs. 10,00,000 (Ten Lacs), divided into 100,000 (One Lac) Equity Shares of Rs. 10 Each, to Rs. 50,00,000 (Fifty Lacs), divided into 5,00,000 (Five Lacs) Equity Shares of Rs. 10 each. For the aforesaid purpose approval of the shareholders is required by passing resolution in Annual General Meeting. None of the directors are interested or concerned in passing the aforesaid resolution.

By the order of the Board For DEVESH FOODS & AGRO PRODUCTS PRIVATE LIMITED NAVEEN KHANDELWAL (DIRECTOR) Date: 12th June, 2009 Place: New Delhi

NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT THE PROXY TO ATTEND AND VOTE AT THE MEETING INSTEAD OF HIMSELF AND PROXY NEED NOT BE A MEMBER OF THE COMPANY. 2. The proxies in order to be valid must be deposited with the registered office of the Company, not less than 48 hours before the commencement of Meeting. 3. The explanatory statement in pursuant to section 173(2) of the Companies Act, 1956, is annexed hereto.

DEVESH FOODS & AGRO PRODUCTS PVT. LTD DDA Flat No. 42- A/2, Hemkunt Colony Greater Kailash -1, New Delhi-110048

DIRECTOR'S - REPORT Dear Shareholders, th The directors feel pleasure in presenting their 5 Annual Report on the operations of the company and the audited final accounts of the company for the year ended 31st March 2009 1.

FINANCIAL RESULTS The company has not commenced any business

2.

AUDITOR'S REPORT Observations made by the auditors in their report are self-explanatory & need no comment.

3.

OPERATIONS The company has not commenced any business

4.

AUDITORS M/s R.M. Sharma & Co., Chartered Accountants were appointed as the Statutory Auditors of the company for F.Y. 2008-09 who retire at the conclusion of this Annual General Meeting & being eligible, offer themselves for reappointment for financial year 2009-2010.

6.

DIRECTORS RESPONSIBILITY STATEMENT (Pursuant to sec. 217(2AA) of Companies Act, 1956) The Director hereby confirm That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. That 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 or loss of the company for that period. That 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. That the directors had prepared the Annual Accounts on a going concern basis

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EMPLOYEES During the year under review the company has no employee in respect of whom the provisions of section 217(2A) of the Companies Act, 1956 are applicable.

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INFORMATION U/s 217 (1) (e) Since the company is a Non - manufacturing concern, no comment is given regarding conservation of energy and technology absorption. There has been no foreign exchange earning and outgo during the year. ACKNOWLEDGEMENT Your directors wish to place on records their deep appreciation to the services rendered by the officers& staff of the company at all levels and for their dedication and loyally.

For & on behalf of Board of Directors DEVESH FOODS & AGRO PRODUCTS PVT. LTD.

(NAVEEN KHANDELWAL) Director

PLACE : New Delhi DATED : 12th June,2009