You are here » Home » Companies » Company Overview » Dee Kartavya Finance Ltd

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 LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 82.20
VOLUME 10243
52-Week high 90.10
52-Week low 0.00
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
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 2015.

1. Financial summary or highlights/Performance of the Company

(Rs. In Lacs)

Financial Results Year Ended 31.03.2015 Year Ended 31.03.2014
Gross Income 31.18 21.32
Profit Before Interest and Depreciation 10.20 1.25
Finance Charges 0.02 0.28
Gross Profit 10.14 0.92
Provision for Depreciation 0.05 0.05
Exceptional Items 13.87 10.48
Net Profit Before Tax (3.73) (9.56)
Provision for Tax 3.16 0.52
Net Profit After Tax (6.87) (10.00)
Balance of Profit brought forward (38.56) (28.56)
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 General Reserve 0.00 0.00

2. Brief description of the Company’s working during the year/State ofCompany’s affair

Your company has only one division.

3. Change in the nature of business if any

There has been no change in the nature of the business of the Company during the year2014-15.

4. Dividend

In view of current year loss as well as due to carried forward losses your directorsdo not recommend any Dividend for the year under review.

5. Reserves

Your Company did not transfer any amount to General Reserve this year due to lossincurred in this year and previous years.

6. Change Of Name

There has been no change in the name of Company during the financial year 2014-15.

7. Share Capital

The paid up equity capital as on March 31 2015 was Rs. 241350000.00. During theyear under review your Company has issued 11480000 Equity Shares on Preferential basisof Rs.10/- per equity share to the shareholders.

8. Management Discussion And Analysis Report

Management Discussion and Analysis Report for the year under review as stipulated underClause 49 of the listing agreement with the Stock Exchanges in India is presented as Annexure– I forming part of the Annual Report.

9. Directors Other KMP’S

There has been no new appointment and resignation of Directors for the Year underreview.

There are no such directors in your company liable to retire by rotation

Following are the Directors and KMP's of your company:

Sr. No. Name Designation
1 Sumit Sharma* Managing Director and CFO
2 Varsha Murarka Director
3 Tarun Sethi Director
4 Navratan Kalwani Director
5 Kitika Sarkar** Company Secretary

* Mr. Sumit Sharma has been appointed as CFO w.e.f 29th May 2015.

** Miss Kirtika Sarkar has resigned as Company secretary w.e.f 10th May2015.

10.Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees’ particulars which is available for inspection by theMembers at the Registered Office of the Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard and the same will be furnished on request.

Particulars of Employees pursuant to section 134(3)(q) of the Companies Act 2013 readwith rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules2014

a) None of the employees was employed throughout the financial year who was inreceipt of remuneration exceeding Rs. 6000000/- per annum or more. Therefore Rule5(2)(i) of the captioned Rules is not applicable.

b) None of the employees was employed throughout the financial year who was in receiptof remuneration exceeding Rs. 500000/- per month. Therefore Rule 5(2)(ii) of thecaptioned Rules is not applicable.

c) No employee is a relative of any director or Key Managerial personnel of theCompany.

Therefore Rule 5(2)(iii) of the captioned Rules is not applicable to any employee.

11. Meeting

During the year 7(Seven) Board Meetings and 4(Four) Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

12. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Compliance Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.

13. Declaration by an Independent Director(s)

A declaration by an Independent Director(s) that they meet the criteria of independenceas provided in sub-section (6) of Section 149 of the Companies Act 2013 shall beenclosed as

Annexure 2.

14. Details of Subsidiary/Joint Ventures/Associate Companies (if any)

The company does not have any subsidiary/ Joint Venture/Associate Companies.

15. Auditors:

M/s R V Shah & Associates Chartered Accountants was appointed for a period of 5years in the 25th AGM of the Company which was held on 30th September 2014 and areeligible to continue as Statutory Auditors of the Company subject to ratification bymembers at the forthcoming Annual General Meeting at remuneration to be decided by themembers. He has furnished a certificate confirming that if reappointed hisre-appointment will be in accordance with Section 139 read with Section 141 of theCompanies Act 2013. The members are requested to consider ratification of his continuityof appointment as Auditors of the Company and authorise the Board of Directors to fix hisremuneration.

16. Auditors’ Report

The Auditors’ Report does not contain any qualification. Notes to Accounts andAuditors remarks in their report are self-explanatory and do not call for any furthercomments.

17. Secretarial Audit:

In terms of Section 204 of the Act and Rules made there under Mr. Anand KhandeliaPracticing Company Secretary have been appointed Secretarial Auditors of the Company. Thereport of the Secretarial Auditors is enclosed as Annexure-3 to this report.Certain observations made in the report with regard to non filing of some forms weremainly due to ambiguity and uncertainty of the applicability of the same for the relevantperiod. However the company would ensure in future that all the provisions are compliedto the fullest extent.

18. 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 Company has a Fraud Risk and Management(FRM) Policy to deal with instances of fraudand mismanagement if any. The FRM Policy ensures that strict confidentiality ismaintained whilst dealing with concerns and also that no discrimination will be meted outto any person for a genuinely raised concern.

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

19. Risk management policy

Pursuant to section 134(3)(n) of the Companies Act 2013 & Clause 49 of the listingagreement the company has constituted a business risk management committee.

The objective of risk management is to balance the trade-off between risk and returnsand ensure optimum risk adjusted return on capital. It entails the identificationmeasurement and management of risks across the various businesses of the Company. Risk ismanaged through a framework of policies and principles approved by the Board of Directorsand supported by an Independent risk function that ensures that the Company operateswithin its risk appetite. The risk management function attempts to anticipatevulnerabilities at the transaction level or at the portfolio level as appropriatethrough quantitative or qualitative examination of the embedded risks. The Companycontinues to focus on refining and improving its risk management systems. In addition toensuring compliance with regulatory requirements the Company had developed internalsystems for assessing capital requirements keeping in view the business objectives.

The Company has identified following main risks for its business which needs to beaddressed at this 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.

20. Extract of the annual return

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as part of this Annual Report as "Annexure 4"

21. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.

No such material changes occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report like settlement oftax liabilities operation of patent rights depression in market value of investmentsinstitution of cases by or against the company sale or purchase of capital assets ordestruction of any assets etc.

22. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company’s operations in future.

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company’s operations in future.

23. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The company has developed adequate Internal Control Systems in place to ensure a smoothfunctioning of its business. The Control System provides a reasonable assurance ofrecording the transactions of its operations in all material aspects and of providingprotection against misuse or loss of Company’s assets.

The ICS and their adequacy are frequently reviewed and improved and are documented.

24. Deposits

During the year under review your Company has not accepted any deposits from thepublic within the meaning of section 73 to 76 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014.

25. Particulars of loans guarantees or investments under section 186.

The detail of the loans guarantees and investments made by company is given in thenotes to the financial statements. However your company has fully complied with theprovision of section 186 of Companies Act 2013.

26. Particulars of contracts or arrangements with related parties.

A. Related Party Transactions – Disclosures pursuant to AS 18:

(1) Associate/group companies firms other entities:

• Regency Resorts.

• Regency Aquaelectro & Motel Resorts P. Ltd.

• Regency Carbide Private Limited.

• Sunar Constructions Private Limited.

• A. Power Himalayas Limited.

• Uniglory Developers Private Limited.

• Karac Developers Private Limited.

(2) Individuals having control:

• Amitabh Sharma

• Arun Sharma

• Sunita Sharma

(3) Key management personnel:

• Sumit Sharma

• Ritu Daga*

• Kirtika Sarkar**

Transactions with related parties during the year 31-3-2015 31-3-2014
(Rs) (Rs)
a. Associate/group companies firms other entities:
Loans / advances provided


Share application money paid - 2600000
Purchase of share / securities - 9500000
Investments in equity shares


b. Individuals having control:
Loans / advances provided - -
Sale of share/securities - 14999550
c. Key management personnel:
Remuneration and Salary paid 494400 487483
Amounts payable 558000 270000

Notes: 1. Rs 540000/- closing balance

2. Rs 398725.19/- closing balances of these investments;

* Ritu Daga resigned from the post of company secretary with effect from14-11-2014.

** Kirtika Sarkar resigned from the post of company secretary with effect from10-05-2015

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’ lengthbasis. Hence Section 188(1) is not applicable and consequently no particulars in formAOC-2 have been furnished.

27. Corporate Governance Certificate

The Company has complied with the corporate governance requirements as stipulated underclause 49 of the listing agreement. A separate section on corporate governance under thelisting agreement along with a certificate from the auditor confirming the compliance isannexed and forms part of this Annual report.

28. Obligation Of Company Under The Sexual Harassment Of Women At Workplace(Prevention Prohibition And Redressal) Act 2013.

The Company has a policy of zero tolerance for sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under.

29. Conservation of energy technology absorption and foreign exchange earnings andoutgo.

The particulars of conservation of energy and technology absorption as required underSection 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules2014 are not applicable to this Company.

30.Foreign Exchange Earnings or Outgo

During the period under review there was no foreign exchange earnings or out flow.

31. Corporate Social Responsibility (CSR)

In pursuance of the provision of Section 135 of the Companies Act 2013 the CSRprovisions are not applicable to the Company.

32. Directors’ Responsibility Statement

Pursuant to Section217 (2AA) of the Companies (Amendment) Act 2000 the Directorsconfirm that:

1. In the preparation of the annual accounts for the year ended 31st March 2015allthe applicable accounting standards prescribed by the Institute of Chartered Accountantsof India DEE KARTAVYA FINANCE LIMITED have been followed;

2. The Directors had adopted such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

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

5. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

6. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

33. 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).

34. Listing With Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2014-15 toBSE Limited stock exchange where the Company’s Shares are listed.

35.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.

36. Acknowledgements

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

For and on behalf of the Board of Directors.
Place: Delhi Sumit Sharma Varsha Murarka
Date: 29.05.2015 Managing Director Director
Din: 05155563 Din: 05207959