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Dee Kartavya Finance Ltd.

BSE: 531826 Sector: Financials
NSE: N.A. ISIN Code: INE219N01011
BSE LIVE 14:09 | 19 Aug Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 82.20
PREVIOUS CLOSE 86.50
VOLUME 10243
52-Week high 90.10
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 217.50
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 82.20
CLOSE 86.50
VOLUME 10243
52-Week high 90.10
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 217.50
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dee Kartavya Finance Ltd. (DEEKARTAVYAFIN) - Director Report

Company director report

Dear Members

It our pleasure to present the Annual Report on the business and operations of thecompany and the accounts for the Financial Year ended 31st March 2016.

1. Financial summary or highlights/Performance of the Company

The financial performance of the Company for the year ended 31st March 2016is summarized below:

Financial Results Year Ended 31st March 2016 Year Ended 31st March 2015
(Rs. In Lacs) (Rs. In Lacs)
Gross Income 178.12 31.18
Profit Before Interest & Depreciation 1.71 10.20
Finance Charge - 0.02
Gross Profit 1.71 10.14
Provision for Depreciation - 0.05
Exceptional Items - 13.87
Net Profit Before Tax 1.71 (3.73)
Provision for Tax 0.54 3.16
Net Profit After Tax 1.17 (6.87)
Balance of Profit Brought Forward (45.44) (38.56)
Balance available for appropriation 0.00 0.00
Proposed Dividend on Equity Shares 0.00 0.00
Tax on Proposed Dividend 0.00 0.00
Transfer to Reserve 0.00 0.00

2. DIVIDEND

The Board of Directors of the company is not recommending any dividend for theFinancial Year 2015-16 in view of current financial outlook and in order to preservecash.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 124(5) of the Companies Act 2013 do not apply as there wasno dividend declared and paid during the last financial year and any preceding financialyears.

4. TRANSFER TO RESERVE

The Board of Directors of the company proposes not to transfer any fund out of itstotal profit to the Reserve.

5. STATE OF COMPANY’S AFFAIRS

Your Directors are optimistic about company’s business and hopeful of betterperformance in next

Year.

6. CHANGE IN NATURE OF BUSINESS

There have been no significant changes in the nature of business.

7. MATERIAL CHANGES EFFECTING THE FINANCIAL POSITION OF THE COMPANY

No events/material changes have occurred after the balance sheet date till the date ofthe report which may affect the financial position of the company.

8. NUMBER OF BOARD MEETINGS HELD

The Board of Directors met 14 (Fourteen) times i.e. 24.07.2015 28.07.201530.07.2015 13.08.2015 19.08.2015 24.08.2016 27.08.2015 13.11.2015 08.12.201518.12.2015 18.01.2016 01.02.2016 13.02.2016 & 24.02.2016 during this financialyear.

9. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES

The Company does not have any Subsidiary Joint venture or Associate Company.

10. FIXED DEPOSITS

The Company has not raised any Fixed Deposits during the year.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS

AND TRIBUNALS

There are no significant and material orders passed by Regulators/Court/Tribunalsagainst the company.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of loans given guarantees or investments made by the Company underSection 186 of the Companies Act 2013 during the financial year 2015-16 are given in thenotes to the Financial Statements of the Company. However your Company has fully compliedwith the provision of Section 186 of Companies Act 2013.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions/contracts/arrangements of the nature as specified in Section188(1) of the Companies Act 2013 entered by the Company during the year under review withrelated party/ies are in the ordinary course of business and on arms’ length basis.Hence Section 188(1) is not applicable and consequently no particulars in form AOC-2 havebeen furnished

14. DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) DETAILS

Mr. Sumit Sharma was appointed as CFO & Managing Director w.e.f. 29.05.2015 &Resigned on 01.02.2016 Miss Kirtika Sarkar has resigned as a Company Secretary w.e.f10.05.2015 Mr. Anjul Singhania was appointed as a Company Secretary w.e.f 24.08.2015whereas resigned on 24.02.2016. In accordance with the provisions of the Act and theArticles of Association of the Company Mr. Navratan Kalwani (DIN: 06661232) is retiringby rotation and has offered himself for reappointment.

Mr. Nishant Chhajer (DIN: 06734630) appointed as a Managing Director of the Company inthe Board Meeting held on 24th June 2016 for a period of 1 year on the terms andconditions including remuneration mentioned in the annexed explanatory statement in theNotice of Annual General Meeting. The brief resume of the Directors seeking appointment inthe forthcoming AGM in pursuance of Regulation 36(3) of SEBI (LODR) Regulations 2015 isannexed to the AGM notice.

Their appointment has to be made at AGM. The Board recommends passing of theresolutions regarding their appointment/re- appointment.

15. COMPANY POLICY ON DIRECTORS APPOINTMENTS AND REMUNERATION

The Company has a Nomination and Remuneration Committee (NRC) and the details of theCommittee and the terms of reference of the NRC Charter are set out in the CorporateGovernance

Report which is part of the Board’s Report. The Company’s Policy forselection and appointment of Directors and their remuneration is based on its NRC policywhich inter alia deals with the manner of selection of the Board of Directors and suchother matters as provided under section 178(3) of the Act and SEBI Listing Regulations.This Policy is accordingly derived from the said Charter and the scope of NRC is set outin the Corporate Governance Report.

16. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

A declaration by an Independent Director that they meet the criteria of independence asprovided in sub-section (6) of Section 149 of the Companies Act 2013 and the Regulations16(1)(b) of the SEBI Listing Regulations.

17. AUDITORS

1. Statutory Auditors

The Statutory Auditors M/s. Shah Parmar & Mehta Chartered Accountants have giventheir consent and it is proposed to be ratified at the forthcoming Annual General Meeting.

2. Secretarial Auditor

The Board had appointed Ms. Jyoti Mahatma Practicing Company Secretary (ACS 31621) toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportfor the Financial Year 2015-16 in the Form MR-3 is annexed herewith as ‘AnnexureA’

18. EXPLANATION ON AUDITOR’S REPORT

Auditors had not made any qualification or did not make any adverse remark in theirreport regarding financial statements. Therefore there is no need for any clarificationor any comment on Auditors report.

19. VIGIL MECHANISM

The Company has a Vigil Mechanism named Fraud and Risk Management (FRM) policy to dealwith instance of Fraud and mismanagement if any.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern.

A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.

20. RISK MANAGEMENT POLICY

Pursuant to section 134(3)(n) of the Companies Act 2013 & Regulation 21 of SEBIListing Regulations the company has constituted a business risk management committee. Theobjective of risk management is to balance the trade-off between risk and returns andensure optimum risk adjusted return on capital. It entails the identification measurementand management of risks across the various businesses of the Company. Risk is managedthrough a framework of policies and principles approved by the Board of Directors andsupported by an Independent risk function that ensures that the Company operates withinits risk appetite. The risk management function attempts to anticipate vulnerabilities atthe transaction level or at the portfolio level as appropriate through quantitative orqualitative examination of the embedded risks. The Company continues to focus on refiningand improving its risk management systems. In addition to ensuring compliance withregulatory requirements the Company had developed internal systems for assessing capitalrequirements keeping in view the business objectives.

The Company has identified following main risks for its business which needs to beaddressed at his point of time:-

1. Credit Risk 2. Market Risk 3. Liquidity Risk 4. Operational Risk

The Company has framed the appropriate business policies to tackle the challenges ofabove risks and is continually reviewing and modifying these policies in order to face thechallenges and come out with the help of Company’s business policies.

21. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Directors re-affirm their commitment to the Corporate Governance standardsprescribed by Securities and Exchange Board of India codified as per the applicableregulations read with Schedule V of Securities and Exchange Board of India (ListingObligation and Disclosure Requirements) Regulation 2015 with Stock Exchanges. CorporateGovernance and Management Discussion and Analysis Report as well as Corporate Governancecompliance certificate by Auditor are set out in separate Annexure to this report.

22. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013: -

Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand Company has not received any complaint of harassment.

23. CORPORATE SOCIAL RESPONSIBILITIES ACTIVITIES

The Provisions related to Corporate Social Responsibility as per Companies Act 2013read with Rules is not applicable to the company during the year.

24. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm:

A. That in the preparation of the Annual Accounts the applicable accounting standardshad been followed; B. That they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period; C. That they have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; D. That theyhave prepared the Annual Accounts on a ‘Going Concern’ basis.

E. That they have laid down internal financial controls in the Company that areadequate and were operating effectively. F. That they have devised proper systems toensure compliance with the provisions of all applicable laws and these are adequate andare operating effectively.

25. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Board of Directors (Board) has devised systems policies and procedures/frameworkswhich are currently operational within the Company for ensuring the orderly and efficientconduct of its business which includes adherence to Company’s policies safeguardingassets of the Company prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation. In line with best practices the Audit Committee and the Board reviews theseinternal control systems to ensure they remain effective and are achieving their intendedpurpose. Where weaknesses if any are identified as a result of the reviews newprocedures are put in place to strengthen controls. These controls are in turn reviewed atregular intervals.

26. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE

EARNINGS AND OUTGO

The Company being in the service sector conservation of energy and technologyabsorption as specified under section 134(3) (m) of the Companies Act 2013 read with rule8 of the Companies (Accounts) Rules 2014 has no significance for the Company.

There is no earning & expenses in foreign exchange during the period. Expenses noneof the employees are covered by the provisions contained in Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

27. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration and Compliance Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.

28. RELATED PARTY TRANSACTIONS

The Board of Directors of the Company has adopted a policy to regulate transactionsbetween the Company and its related parties in compliance with the applicable provisionsof Companies Act 2013 SEBI (LODR) Regulation 2015 read with Clause 49 of the ListingAgreement. The disclosure of related party transactions is made as per AS-18 in the Notesto Financial Statements. However in terms of Section 188(1) of the Companies Act 2013read with rule 15 of the Companies (Meeting of Board and its Powers) Rules 2014 theBoard feels that the transactions made are not material in nature as such no AOC-2 isannexed to this report.

29. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

30. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 toBSE

Limited stock exchange where the Company’s Shares are listed.

31. PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct for Prevention of Insider Trading with aview to regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board of Directors and the designated employees haveconfirmed compliance with the Code.

32. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is enclosed as a part of the Report inAnnexure B.

33. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their grateful appreciation for theco-operation and guidance received from the Regulators Central & State Governments.Bankers as well as the Shareholders during the year. Your Directors also wish to place onrecord their appreciation for the devoted and dedicated service rendered by all theemployees of the Company.

For and on behalf of the Board
Sd/-
Navratan Kalwani
Director
DIN 06661232
Sd/-
Varsha Murarka
Dated: 02/09/2016 Director
Place: Delhi DIN 05207959