Dee Kartavya Finance LimitedSumit Sharma MD & CFO : DEE KARTAVYA FINANCE LIMITED 6 Notes: 1. A member entitled to attend and to vote at the meeting is also entitled to appoint a proxy

DEE KARTAVYA FINANCE LIMITED

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2014-15

26th Annual Report

Dee Kartavya Finance Limited


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FORWARD LOOKING STATEMENT

In this annual report we have disclosed forward-looking information to enable investors to comprehend our prospects and take informed investment decisions. This report and other statements - written and oral - that we periodically make, contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipates’, ‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’ and words of similar substance in connection with any discussion of future performance.

We cannot guarantee that these forward-looking statements will be realized, although we believe we have been prudent in assumptions. The achievement of results is subject to risks, uncertainties and the underlying assumptions undergoing change. Should known or unknown risks or uncertainties materialize, or should underlying assumptions not materialize, actual results could vary materially from those anticipated, estimated or projected. Shareholders and Readers should bear this in mind.

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.


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Contents

SL. NO. PARTICULAR PAGE NO.

1. Corporate Information 4

2. Notice of Annual General Meeting 5

3. Director’s Report & Management Discussion & Analysis 10

4. Report on Corporate Governance 38

5. Certificate on Corporate Governance 47

6. Shareholders' Information 48

7. Chairman’s Declaration on Code of Conduct 51

8. CEO/CFO Certificate 52

9. Compliance Certificate 53

10 Independent Auditors Report 54

11 Balance Sheet 58

12 Statement of Profit and Loss 59

13 Cash Flow Statement 60

14 Notes 61

15 Route Map 68

16 Proxy Form 69

17 Attendance slip 71

18 Polling Papers 72


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CORPORATE INFORMATION

BOARD OF DIRECTORS

Sumit Sharma Managing Director & CFO Navratan Kalwani Independent /Non Executive Director Varsha Murarka Independent /Non Executive Director Tarun Sethi Independent /Non Executive Director

COMPLIANCE OFFICER

Ms. Anjul Kumar Singhania Address: 207, Deepak Plaza, Plot No. 3, SEC - 9, D.C. Chowk, Rohini,

Delhi 110085 Email Id: [email protected]

AUDITORS

M/s. R.V.Shah & Associates Chartered Accountants

D-163 Kalpataru Towers Off Akurli Road

Kandivali East Kandivali West, Mumbai - 400101

BANKER

HDFC Bank Limited Fort Branch

Mumbai

REGISTERED OFFICE 207, Deepak Plaza, Plot No. 3, SEC - 9, D.C. Chowk, Rohini,

Delhi 110085

REGISTRAR & SHARE TRANSFER AGENT

Purva Sharegistry (India) Pvt. Ltd. No. 9, Shiv Shakti Ind. Estate Gr. Floor, J. R. Boricha Marg

Lower Parel, Mumbai - 400 011

SECRETARIAL AUDITOR

Anand Khandelia 7/1A, Grant Lane, 2nd Floor, Room 206, Kolkata – 700 012

Ph: 3291 6003, 2225 7581 (R) : 2403 7442 Mobile: 98311 23140 E-Mail: [email protected]

mailto:[email protected]


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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the TWENTY SIXTH ANNUAL GENERAL MEETING of the Members of the Dee Kartavya Finance Limited will be held at the at Tivoli Grand Resort, Main G.T. Karnal Road, Opp Sai Baba Mandir, New Delhi, Delhi 110036 on 18th September, 2015 at 10:00a.m. to transact the following business: ORDINARY BUSINESS: To consider and if thought fit, to pass, with or without modification(s), the following resolutions as an ORDINARY RESOLUTION:

1. To receive, consider and adopt the audited accounts of the Company for the year ended on 31st March, 2015 along with the reports of the Directors and Auditors thereon.

2. To appoint M/s. Rakesh Parmar & Co., Chartered Accountants, as Statutory Auditors of the Company in place of M/s. R.V.Shah & Associates, the retiring Statutory Auditors showed unwillingness to get re-appointed, to hold office from the conclusion of this Annual General Meeting, until the conclusion of sixth Annual General Meeting to be held after this meeting, subject to ratification at every Annual General Meeting and to fix their remuneration for the financial year ending 31st March, 2016.

Date: 27/08/2015 Registered Office: 207, Deepak Plaza, Plot No. 3, Sec - 9, D.C. Chowk, Rohini Delhi - 110 085

By Order of the Board of Directors For Dee Kartavya Finance Limited

Sd/-

Sumit Sharma MD & CFO


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Notes:

1. A member entitled to attend and to vote at the meeting is also entitled to appoint a proxy to attend and vote instead of himself / herself and such proxy need not be a member of the company. The Register of Members and Share Transfer Books will remain close from 10th September, 2015 to 18th September, 2015 (both days inclusive) for the purpose of Annual General Meeting. A person cannot act as proxy on behalf of members not exceeding 50 and holding in aggregate not more than 10% of total share capital of the company. The Instrument of proxy, in order to be effective, must be completed, stamped, signed and deposited at the Company’s Registered Office not less than forty-eight hours before the commencement of the ensuing Annual General Meeting (AGM).

2. The Register of Member and the Share Transfer Books of the Company will remain closed from 10.09.2015 to 18.09.2015 (both days inclusive).

3. A copy of all the documents referred to in the accompanying explanatory statement are open to inspection at the Registered Office of the Company on all working days between 11:00 am to 2:00 pm except holidays up to the date of AGM and at AGM.

4. Members desirous of getting any information about the accounts of the Company, are requested to send their queries so as to reach at-least ten days before the meeting at the Registered Office of the Company, so that the information required can be made readily available at the meeting.

5. Members are requested to intimate change in their address immediately to M/s Purva Sharegistry (India) Pvt. Ltd., the Company’s Registrar and Share Transfer Agents, at their office at No. 9, Shiv Shakti Ind. Estate, Gr. Floor, J. R. Boricha Marg, Lower Parel, Mumbai - 400 011.

6. Members holding shares in physical form in the same set of names under different folios are requested to apply for consolidation of such folios along with relevant Share Certificates to M/s Purva Sharegistry (India) Pvt. Ltd., Registrar and Share Transfer Agents of the Company, at their address given above.

7. Pursuant to SEBI Circular, the Shareholders holding shares in physical form are requested to submit self attested copy of PAN at the time of sending their request for share transfer/transmission of name/transposition of name.

8. Members are requested to bring copies of Annual Report to the Annual General Meeting.

9. Members/Proxies should bring the attendance slip duly filed in and signed for attending the meeting.

10. Members are requested to quote their Registered Folio Nos. on all correspondence with the Company.

11. Members holding shares in electronic form are requested to intimate immediately any change in their address or bank mandates to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their address or bank mandates immediately to the Company/Registrar and Transfer Agent.


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12. Electronic copies of the Annual Report for the FY 2014-15 are being sent to all the members whose e-mail IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report for 2015 are being sent in the permitted mode.

13. For members who have not registered their e-mail address, physical copies of the Notice of the 26th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode. Members may also note that Notice of 26th Annual General Meeting and Annual Report for 2014-15 will be available on Company’s website www.deekartavya.com for their download.

14. Members who have not registered their email addresses so far are requested to register their e-mail address for receiving all communications including annual report, notices, circulars etc. from the company electronically.

15. Members are requested to bring their copy of Annual Report at the time of Meeting.

16. Voting through electronic means

i. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, and Clause 35B of the Listing Agreement, the Company is pleased to provide members facility to exercise their right to vote by electronic means at the 26th Annual General Meeting (AGM) and the business may be transacted through e-voting services provided by Central Depository Securities Limited (CDSL).

ii. From 15nd September 2015 (Tuesday) to 17th September 2015 (Thursday).During this period shareholders of the Company, as on the cut-off date (record date) 11th September, 2015 may cast their vote electronically. The business may be transacted through e-voting services provided by Central Depository Securities Limited.(CDSL). During the period, Members of the Company, holding shares either in physical form or in dematerialised form, may cast their vote electronically The electronic module shall be disabled by CDSL for e-voting thereafter. Once the vote on a resolution is cast by a member, he shall not be allowed to change it subsequently.

iii. A separate communication is being sent to members to avail the e-voting facility. the Company has appointed M/s. Shipra Agarwal, Practising Company Secretary, C.P. No. 3173 to act as a Scrutinizer. for conducting the Scrutiny of votes cast. The Members desiring to vote through elctronic mode may refer to the detailed procedure on e-voting given hereinafter.

iv. The of voting rights of the shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date (record date) 11th September, 2015.

17. The instructions for members for voting electronically is given in a separate sheet.

Date: 27/08/2015 Registered Office: 207, Deepak Plaza, Plot No. 3, Sec - 9, D.C. Chowk, Rohini Delhi - 110 085

By Order of the Board of Directors For Dee Kartavya Finance Limited

Sd/-

Sumit Sharma

Managing Director & CFO


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Dee Katavya Finance Limited 207, DEEPAK PLAZA, PLOT NO. 3, SEC - 9,

D.C. CHOWK, ROHINI Delhi – 110 085

Instructions For E- Voting : THE INSTRUCTIONS FOR SHAREHOLDERS VOTING ELECTRONICALLY ARE AS UNDER:

(i) The voting period begins on 15 September, 2015 at 10.00 a.m and ends on 17th September, 2015 at 5.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on Shareholders.

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department

(Applicable for both demat shareholders as well as physical shareholders) • Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field. • In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend Bank Details OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

(ix) After entering these details appropriately, click on “SUBMIT” tab.


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(x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN for the relevant on which you choose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xix) Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].


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DIRECTOR’S REPORT & MANAGEMENT DISCUSSION & ANALYSIS

Dear Members,

It our pleasure to present the Annual Report on the business and operations of the company 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 of Company’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 year 2014-15.

4. Dividend In view of current year loss as well as due to carried forward losses, your directors do 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 loss incurred 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.


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7. Share Capital

The paid up equity capital as on March 31, 2015 was Rs. 24,13,50,000.00. During the year under review, your Company has issued 1,14,80,000 Equity Shares on Preferential basis of 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 under Clause 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 under review. 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 May, 2015.

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 employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard and the same will be furnished on request. Particulars of Employees pursuant to section 134(3)(q) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 a) None of the employees was employed throughout the financial year, who was in receipt of

remuneration exceeding Rs. 6,000,000/- per annum or more. Therefore, Rule 5(2)(i) of the captioned Rules is not applicable.

b) None of the employees was employed throughout the financial year, who was in receipt of remuneration exceeding Rs. 500,000/- per month. Therefore, Rule 5(2)(ii) of the captioned Rules is not applicable.


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c) No employee is a relative of any director or Key Managerial personnel of the Company. 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 were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

12. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation 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 independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 shall be enclosed 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 5 years in the 25th AGM of the Company which was held on 30th September, 2014 and are eligible to continue as Statutory Auditors of the Company subject to ratification by members at the forthcoming Annual General Meeting at remuneration to be decided by the members. He has furnished a certificate, confirming that if reappointed, his re-appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013. The members are requested to consider ratification of his continuity of appointment as Auditors of the Company and authorise the Board of Directors to fix his remuneration.

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

17. Secretarial Audit: In terms of Section 204 of the Act and Rules made there under, Mr. Anand Khandelia, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report 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 were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the company would ensure in future that all the provisions are complied to the fullest extent.

18. Vigil Mechanism The Company has a vigil mechanism named Fraud and Risk Management (FRM) Policy to deal with instance of fraud and mismanagement, if any. The Company has a Fraud Risk and Management(FRM) Policy to deal with instances of fraud and


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mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised. The Committee 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 listing agreement, the company has constituted a business risk management committee. The objective of risk management is to balance the trade-off between risk and returns and ensure optimum risk adjusted return on capital. It entails the identification, measurement and management of risks across the various businesses of the Company. Risk is managed through a framework of policies and principles approved by the Board of Directors and supported by an Independent risk function that ensures that the Company operates within its risk appetite. The risk management function attempts to anticipate vulnerabilities at the transaction level or at the portfolio level, as appropriate, through quantitative or qualitative examination of the embedded risks. The Company continues to focus on refining and improving its risk management systems. In addition to ensuring compliance with regulatory requirements, the Company had developed internal systems for assessing capital requirements keeping in view the business objectives. The Company has identified following main risks for its business, which needs to be addressed 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 of above risks and is continually reviewing and modifying these policies in order to face the challenges 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 the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as part of this Annual Report as "Annexure 4"

21. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report. No such material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

22. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future. No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

23. Details in respect of adequacy of internal financial controls with reference to the Financial

Statements.


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The company has developed adequate Internal Control Systems in place to ensure a smooth functioning of its business. The Control System provides a reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection 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 the public 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 the notes to the financial statements. However your company has fully complied with the provision 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**

SN Transactions with related parties during the year 31-3-2015 (Rs)

31-3-2014 (Rs)

a. Associate/group companies, firms, other entities:

Loans / advances provided 1 - 3,83,40,000

Share application money paid - 26,00,000

Purchase of share / securities - 95,00,000

Investments in equity shares 2 - 1,79,29,970

b. Individuals having control:


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Loans / advances provided - -

Sale of share/securities - 1,49,99,550

c. Key management personnel:

Remuneration and Salary paid 4,94,400 4,87,483

Amounts payable 5,58,000 2,70,000

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 from 14-11-2014. ** Kirtika Sarkar resigned from the post of company secretary with effect from 10-05-2015 All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related 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 have been furnished.

27. Corporate Governance Certificate The Company has complied with the corporate governance requirements as stipulated under clause 49 of the listing agreement. A separate section on corporate governance under the listing agreement, along with a certificate from the auditor confirming the compliance, is annexed 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 line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

29. Conservation of energy, technology absorption and foreign exchange earnings and outgo. The particulars of conservation of energy and technology absorption as required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 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 CSR provisions are not applicable to the Company.

32. Directors’ Responsibility Statement Pursuant to Section217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that: 1. In the preparation of the annual accounts, for the year ended 31st March 2015,all the

applicable accounting standards prescribed by the Institute of Chartered Accountants of India


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have been followed; 2. The Directors had adopted 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 of the Company for that period.

3. 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.

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 the company and that

such internal financial controls are adequate and were operating effectively. 6. The directors had devised proper system to ensure compliance with the provisions of all

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 seven years. Therefore there were no funds which were required to be transferred to Investor Education 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 to BSE 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 a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

36. Acknowledgements An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors. Place: Delhi Date: 29.05.2015 Sumit Sharma Varsha Murarka

Managing Director Director

Din: 05155563 Din: 05207959


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Annexure 1

MANAGEMENT DISCUSSION AND ANALYSIS

The Management of the Company is pleased to present this report covering the activities of the Company during the year ended on March 31, 2015.

1. Economic review Global economy Global growth in 2014 was lower than initially expected, continuing a pattern of disappointing outturns over the past several years. At the same time, demand for oil has weakened due to the slowdown in China and the persistent sluggishness of the Eurozone and Japan. Several major forces are driving the global outlook: soft commodity prices; persistently low interest rates but increasingly divergent monetary policies across major economies; and weak world trade. In particular, the sharp decline in oil prices since mid-2014 will support global activity and help offset some of the headwinds to growth in oil-importing developing economies like India. However, it will dampen growth prospects for oil-exporting countries, with significant regional repercussions. Indian economy The overall economic situation in the country is looking better and the basic parameters of the Indian economy are moving in the right direction. According to the Indian Finance Ministry, the annual growth rate of the Indian economy is projected to have increased to 7.4% in 2014-15 as compared with 6.9% in the fiscal year 2013-14. Indian inflation has moderated sharply as global oil prices have slumped since last year. Further, with inflation being at a record low, the Reserve Bank of India has reduced repo rate by 50 basis points in Q4 of 2014-15. This will result in the reduction in interest rates, which will further boost the overall Indian economy. Industry review The Indian real estate sector has witnessed high growth in recent times with the rise in demand for office as well as residential spaces. According to data released by Department of Industrial Policy and Promotion (DIPP), the construction development sector in India has received foreign direct investment (FDI) equity inflows to the tune of US$ 24,012.87 million in the period April 2000-December 2014. The government has taken several initiatives to encourage the development in the sector, the key ones being:

• Relaxation in the norms to allow foreign direct investment (FDI) in the construction development sector. This move is expected to boost affordable housing projects and smart cities across the country.

• The Government of Maharashtra has announced a series of measures to bring transparency and increase the ease of doing business in the real estate sector.

• Clearance of model real estate bill by the Union Cabinet. • The Securities and Exchange Board of India (SEBI) has notified final regulations that will

govern real estate investment trusts (REITs) and infrastructure investment trusts (InvITs). This move will enable easier access to funds for developers and create a new investment avenue for institutions and high net worth individuals, and eventually ordinary investors. Tax efficiency can be critical to the success of REITs. While the basic framework for one-level taxation has been laid down by the Finance (No. 2) Act, 2014 and supplemented by the Finance Bill, 2015, certain challenges persist in structuring a REIT.

Real estate contributed about 6.3% to India’s gross domestic product (GDP) in 2013. The market size of the sector is expected to increase at a compound annual growth rate (CAGR) of 11.2% during FY 2008-2020 to touch US$ 180 billion by 2020.


18

2. Opportunities and challenges

Opportunities As India awaits policy reforms to pick up speed, your Company firmly believes that the demand for Real Estate in a country like India should remain strong in the medium to long term. Your Company’s well-accepted brand, contemporary architecture, well-designed projects in strategic locations, strong balance sheet, and stable financial performance even in testing times make it a preferred choice for customers and shareholders. Your company is ideally placed to further strengthen its development potential by acquiring new land parcels.

Challenges While the management of your Company is confident of creating and exploiting the opportunities, it also finds the following challenges:

• Unanticipated delays in project approvals. • Availability of accomplished and trained labour force. • Increased cost of manpower. • Rising cost of construction. • Growth in auxiliary infrastructure facilities. • Over-regulated environment.

3. Outlook FY2016 outlook would be governed by the implementation of REIT Regulations, the proposed New Real Estate Bill and the New Development Plan for Mumbai. We expect FY2016 to be the start of growth year for the Indian economy as a whole in view of various measures being taken by the new government to boost manufacturing and infrastructure development in the country. Economists expect India’s GDP growth in the range of 7.0-8.0% for FY2016. Your company will target to ensure steady operations and deliver high quality projects for its customers.

4. Internal control systems and their adequacy The internal control commensurate with the activities is supplemented by continuous review by the management. The internal control system is designed to ensure that every aspect of the company's activity is properly monitored. The Company has harmonious employee relations and there is close interaction between the management and employees to facilitate smooth functioning of our organization activities.

5. Cautionary Statement Statements in this report on Management Discussion and Analysis may be forward looking statements within the meaning of applicable laws or regulations. These statements are based on certain assumptions and reasonable expectation of future events. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include material availability and prices, cyclical demand and pricing in the Company's principal markets, changes in government regulations, tax regimes, economic developments within India and other incidental factors. The Company assumes no responsibility in respect of the forward-looking statements herein, which may undergo changes in future on the basis of subsequent development.


19

Annexure 2

DECLARATION OF INDEPENDENCE

29th May, 2015 To The Board of Directors Dee Kartavya Finance Limited 945, Chhota Chhipi Wara Chawri Bazar, Mela Ram Market Delhi - 110006 Sub: Declaration of independence under clause 49 of the Listing Agreement and sub-section (6) of section 149 of the Companies Act, 2013. I, Tarun Sethi, hereby certify that I am a Non-executive Independent Director of Dee Kartavya Finance Limited, Delhi and comply with all the criteria of independent director as envisaged in Clause 49 of the Listing Agreement and the Companies Act, 2013. I certify that:

I possess relevant expertise and experience to be an independent director in the Company;

I am/was not a promoter of the company or its holding, subsidiary or associate company;

I am not related to promoters / directors / persons occupying management position at the board level or level below the board in the company, its holding, subsidiary or associate company;

Apart from receiving director sitting fees, I have/had no pecuniary relationship / transactions

with the company, its promoters, its directors, its senior management or its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial;

none of my relatives has or had any pecuniary relationship or transaction with the company,

its holding, subsidiary or associate company, or their promoters, or directors, amounting to 2% or more of its gross turnover or total income or Rs. 50 Lacs or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

Neither me nor any of my relatives:

a) holds or has held the position of a key managerial personnel or is or has been

employee/executive of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year;

b) is or has been an employee or proprietor or a partner, in any of the three financial

years immediately preceding the financial year of;

a. firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or


20

b. any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to 10% or more of the gross turnover of such firm;

c) holds together with my relatives 2% or more of the total voting power of the company;

or

d) is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives 25% or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds 2% or more of the total voting power of the company; or

I am not a material supplier, service provider or customer or a lessor or lessee of the company;

I am not less than 21 years of age.

Declaration

I undertake that I shall seek prior approval of the Board if and when I have any such relationship / transactions, whether material or non-material. If I fail to do so I shall cease to be an independent director from the date of entering in to such relationship / transactions. Further, I do hereby declare and confirm that the above said information’s are true and correct to the best of my knowledge as on the date of this declaration of independence and I shall take responsibility for its correctness and shall be liable for fine if any imposed on the Company, its directors, if the same found wrong or incorrect in future. I further undertake to intimate immediately upon changes, if any, to the Company for updating of the same. Thanking you,

Yours faithfully,

Tarun Sethi

DIN: 06694151

Adress: 10/69A, Shankar Gali, Vishwas Nagar, Delhi, 110032, India

Email Id: [email protected]


21


29th May, 2015 To The Board of Directors Dee Kartavya Finance Limited 945, Chhota Chhipi Wara Chawri Bazar, Mela Ram Market Delhi - 110006 Sub: Declaration of independence under clause 49 of the Listing Agreement and sub-section (6) of section 149 of the Companies Act, 2013. I, Varsha Murarka, hereby certify that I am a Non-executive Independent Director of Dee Kartavya Finance Limited, Delhi and comply with all the criteria of independent director as envisaged in Clause 49 of the Listing Agreement and the Companies Act, 2013. I certify that:
















22


or




Declaration


Yours faithfully,

Varsha Murarka

DIN: 05207959

Adress: 252C, FL - 2, Chittaranjan Avenue, Girish Park, Kolkata, 700006, India


23


29th May, 2015 To The Board of Directors Dee Kartavya Finance Limited 945, Chhota Chhipi Wara Chawri Bazar, Mela Ram Market Delhi - 110006 Sub: Declaration of independence under clause 49 of the Listing Agreement and sub-section (6) of section 149 of the Companies Act, 2013. I, Navratan Kalwani, hereby certify that I am a Non-executive Independent Director of Dee Kartavya Finance Limited, Delhi and comply with all the criteria of independent director as envisaged in Clause 49 of the Listing Agreement and the Companies Act, 2013. I certify that:
















24


or




Declaration


Yours faithfully,

Navratan Kalwani

DIN: 06661232

Adress: 4, TANSOOK LANE, Kolkata, 700007, India

Email Id: [email protected]


25

Annexure - 3

SECRETARIAL AUDIT REPORT For The Financial Year Ended on 31st March, 2015

(Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014)

To, The Members, Dee Kartavya Finance Limited 945, Chhota Chhipi Wara Chawri Bazar, Mela Ram Market Delhi

1. I have conducted the secretarial audit related to compliance of all applicable statutory provisions

and adherence to good corporate practices by M/s. Dee Kartavya Finance Limited (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

2. Based on my verification of the Company’s books, papers, minute books, forms and returns filed

and other records maintained by the Company and also information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2015, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter :

3. I have examined the books, papers, minute books, forms and returns filed and other records

maintained by the Company for the financial year ended on 31st March, 2015, according to the provisions of the following laws:

I. The Companies Act, 2013 (the Act) and the rules made thereunder ;

II. The Securities Contracts (Regulation) Act, 1956 (SCRA’) and the rules made there under;

III. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings: (Not applicable to the company during the audit period)

IV. The Regulations and Guidelines prescribed under the Securities and Exchange Board of

India Act,1992 (SEBI Act') viz.:-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;


26

The provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) were not applicable to the Company for the period under audit:-

a) The Securities and Exchange Board of India (Employee Stock Option Scheme and

Employee Stock Purchase Scheme) Guidelines, 1999;

b) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer

Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

e) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009: and

f) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.

4. I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India were not applicable to the Company as the same were not in force for the financial year ended 31.03.2015;

(ii) The Listing Agreements entered into by the Company with BSE Ltd (BSE) During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc mentioned above except to the extent as mentioned below:

a) The Annual General Meeting for the financial year ended on 31st March 2014 was held on 30th September, 2014, however, the Company has not filed MGT-15 in Form GNL-2 with the Registrar of Company;

b) The Companies has not appointed an Internal Auditor pursuant to provisions of section 138 read with rules 12 of Companies (Accounts) Rules, 2014 during the period under audit.

c) The Companies has not appointed any Chief Financial Officer pursuant to section 203 of Companies Act, 2013 during the period under audit, however has appointed in the current financial year on 29.05.2015

d) The Companies has not appointed any Company Secretary pursuant to section 203 of Companies

Act, 2013 during the period under audit. However the company has appointed Company secretary on 1st April, 2015 who has resigned on 10th May, 2015

5. I further report that,

*) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.


27

*) The Company has issued 1,14,80,000 equity shares of Face Value Rs 10/- on Preferential basis

at Rs 10/- on 04.11.2014.

6. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

7. Majority decision is carried through while the dissenting members' views are captured and

recorded as part of the minutes.

8. I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

9. I further report that during the period under audit, the Company has not undertaken event /

action having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.

10. This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

Anand Khandelia

Practicing Company Secretary

Place: Delhi Date: 29.05.2015

C.P No. 5841


28

'Annexure A'

(To the Secretarial Audit Report of M/s. Dee Kartavya Finance Limited for the financial year ended 31/03/2015)

To, The Members, Dee Kartavya Finance Limited 945, Chhota Chhipi Wara Chawri Bazar, Mela Ram Market Delhi

My Secretarial Audit Report for the financial year ended March 31, 2015 of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the

Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and the processes as were appropriate to obtain

reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices which I have followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and

Books of Accounts of the Company.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulation and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules,

regulations, standards is the responsibility of management. My examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the

Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Anand Khandelia Practicing Company Secretary CP. No. : 5841



29

Annexure 4

Form No. MGT-9 EXTRACT OF ANNUAL RETURN

AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

1. CIN L67190DL1990PLC039463

2. Registration Date March 09, 1990

3. Name of the Company DEE KARTAVYA FINANCE LIMITED

4. Category / Sub-Category of the Company

Company Limited by shares/ Indian Non-Governme

Company

5. Address of the Registered office and

contact details 945, CHHOTA CHHIPI WARA CHAWRI BAZAR, MELA RAM MARKET DELHI – 110006 Email Id – [email protected] Phone - 011-32316130

6. Whether listed company Yes

7. Name, Address and Contact details of Registrar and Transfer Agent

Purva Sharegistry (India) Pvt Ltd Unit no. 9 Shiv Shakti Ind. Estt., J .R. Boricha marg, Opp. Kasturba Hospital Lane, Lower Parel (E) Mumbai 400 011 PHONE: + 91-22-2301 6761/ 8261

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sr. No. Name and Description

of main products / services

NIC Code of the

Product/ service

% to total turnover

of the company

1 Interest Income 100%



30

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: N.A. Sr. N0

NAME AND ADDRESS OF THE COMPANY

CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE

% of shares held

Applicable Section

- - - - -

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

%Change during the

Demat Physical

Total % of Total Share

Demat Physical Total % of Total Share

A. Promoters a) Individual/HUF

- 3745600

3745600 29.60 - 3745600 3745600 15.52 14.08%

b) Central Govt. - - - - - - - - - c) State Govt. (s) - - - - - - - - - d) Bodies Corp. - - - - - - - - - e) Banks / FI - - - - - - - - - f) Any Other…. - - - - - - - - - Sub-total (A) (1):- - 374560

0 3745600 29.60 - 3745600 3745600 15.52 14.08

% (2) Foreign a) NRIs - Individuals

- - - - - - - - -

b) Other – Individuals

- - - - - - - - -

c) Bodies Corp. - - - - - - - - - d) Banks / FI - - - - - - - - - e) Any Other…. - - - - - - - - - Sub-total (A) (2):- - - - - - - - - - Total shareholding of Promoter (A) = (A)(1) (A)(2)

- 3745600

3745600 29.60 - 3745600 3745600 15.52 14.08%

B. Public Shareholding

a) Mutual Funds / Banks /FI

- - - - - - - - -

b) Central Govt. - - - - - - - - - c) State Govt.(s) - - - - - - - - -


31

d) Venture

- - - - - - - - - e) Insurance

- - - - - - - - -

g) FIIs - - - - - - - - - h) Foreign

- - - - - - - - -

Capital Funds - - - - - - - - - i) Others

- - - - - - - - -

Sub-total (B)(1):- - - - - - - - - - 2. Non-

a) Bodies Corp. 170004 - 170004 1.34 175690 120000 295690 1.23 0.11

i) Indian - - - - - - - - - ii) Overseas - - - - - - - - - b) Individuals - - - - - - - - - i) Individual shareholders holding nominal share capital upto

531496

548500

1079996

8.53

365796

534600

900396

3.73

4.8%

ii) Individual shareholders holding nominal share capital in excess of

6955000

- 6955000

54.96

5451300

9300000

14751300

61.12

-6.16%

c) Others

- - - - - - - - -

Clearing Members

- - - - 3 - 3 0.00 0.00

Hindu Undivided Family

686000 18400 704400 5.57 2382011 2060000

4442011 18.40 -12.83

d) NRI’s - - - - - - - - -

Sub-total (B)(2):- - - - - - - - - -

Total Public Shareholding (B)=(B)(1)+ (B)(2)

8342500 566900 8909400 70.40 8374800

12014600

20389400

84.48 14.08%

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C)

8342500 4312500 12655000 100 8374800

15760200

24135000

100 -

Note: There is no change in the number of shares held by the Promoters. However, the percentage of the shareholding has changed during the year due to preferential allotment to non promoter groups.


32

(ii) Shareholding of Promoters Sl.No. Shareholder’s Name Shareholding at the beginning of

the year Share holding at the end of the year

No. of Shares

% of total Shares of the Company

%of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the company

% of Shares Pledged / encumbered to total shares

% change in share holding during the year

1

ARUN SHARMA

750000

3.11 - 750000

3.11 - -

2 SUNITA SHARMA 650000

2.69 - 650000 2.69 - -

3 AMITABH SHARMA 650000

2.69 - 650000 2.69 - -

4 B. D. BHRADWAJ 600000

2.49 - 600000 2.49 - -

5 BHUSHAN GULATI

320000

1.33 - 320000

1.33 - -

6 D. P. SHARMA

155600

0.64 - 155600

0.64 - -

7 BASANT RAMOUL 135700 0.56 - 135700 0.56 - - 8

MOHAN LAL 129300 0.54 - 129300 0.54 - - 9 SURINDER KUMAR 120000 0.50 - 120000 0.50 - -

10 SANJEEV KUMAR 120000 0.50 - 120000 0.50 - - 11 RAMAN GUPTA 50000 0.21 - 50000 0.21 - - 12 MANOHAR SHARMA 40000 0.17 - 40000 0.17 - - 13 MANOJ KUMAR 25000 0.10 - 25000 0.10 - -

Total 3745600 29.60 - 3745600 15.52 - -

(iii) Change in Promoters’ Shareholding (please specify, if there is no change) – NOT APPLICABLE Sl. No

Shareholding at the beginning of th

Cumulative Shareholding during th No. of shares % of total

shares of the

No. of shares

% of total shares of the company

At the beginning of the year

N.A. N.A. N.A. N.A.


33

Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

N.A. N.A. N.A. N.A.

At the End of the year N.A. N.A. N.A. N.A. Note: There is no change in the shareholding of the Promoters.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Sl. No.

For Each of the

Top 10 Shareholders

Shareholding at

the beginning of the year

Shareholding at the End of the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of

the company

1. NEERAJ SINGAL 375000 2.96 375000 1.55 2. RITU SINGAL 375000 2.96 375000 1.55 3) BRIJ BHUSHAN SINGAL 375000 2.96 375000 1.55

4) RAJENDRA AGRAWAL 320000 2.52 320000 1.32

5) BRIJ BHUSHAN SINGHAL 300000 2.37 300000 1.24

6) NEERAJ SINGHAL 300000 2.37 300000 1.24

7) LALITA DEVI AGARWAL 250000 1.97 250000 1.03

8) ARUN KUMAR MODI 200000 1.58 200000 0.82

9) ASHOK KUMAR MODI HUF 200000 1.58 200000 0.82

10) AVINASH MODI 200000 1.58 200000 0.82


34

(v) Shareholding of Directors and Key Managerial Personnel: Sl. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of

the company

No. of shares

% of total shares of

the company

At the beginning of the

Date wise Increase /

Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

-

At the End of the year V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment Secured

Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount — — — — ii) Interest due but not paid — — — — iii) Interest accrued but not

— — — —

Total (i+ii+iii) — — — —

Change in Indebtedness during the financial year

— — — —

Addition — — — — Reduction — — — — Net Change Indebtedness — — — — At the end of the financial

— — — —

i) Principal Amount — — — — ii) Interest due but not paid — — — — iii) Interest accrued but not

— — — —

Total (i+ii+iii) — — — —


35

VI. REMU NERA TION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. No

Particulars of Remuneration

Name of MD/WTD/ Manager

Total

Amount Name of the Managing

Director

1 Gross salary As Managing Director – Sumit Sharma Rs30000/- per month

360000

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

- -

(b) Value of perquisites u/s 17(2) Income-tax

-

-

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

-

-

2 Stock Option - - 3 Sweat Equity - - 4 Commission

- as % of profit others specify

-

- 5 Others, please specify - -

Total (A) - - Ceiling as per the Act 5% of the net profit of the Company

B. Remuneration to other directors: (Amount in Rs.)

Sl. No

Particulars of Remuneration

Name of Directors Total Amount

Navratan Kalwani

Tarun Sethi Varsha Murarka

1 Independent Directors Fee for attending board /

- - -

-

Commission - - - - Others, please specify - - - - Total (1)

2 Other Non-Executive

Fee for attending board

/

- - - -

Commission - - - - Others, please specify - - - -


36

Total (2) - - - - Total (B)=(1+2) - - - - Total Managerial

Remuneration - -

Overall Ceiling as per h A

N.A

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD Sl.No

Particulars of

Key Managerial Personnel Total Company Secretary

Ms. Kirtika Sarkar

1 Gross salary (a) Salary as per

provisions contained in section 17(1) of the Income-tax Act, 1961

134400 134400

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

- -

(c) Profits in lieu of salary under section 17(3) I A 1961

- -

2 Stock Option - - 3 Sweat Equity - - 4 Commission

- as % of profit - others, specify…

-

-

5 Others, please specify - - Total (C) 134400 134400

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of

the Companies Act

Brief Description

Details of Penalty/punishment/Compounding fees imposed

Authority [RD / NCLT/ COURT]

Appeal made, if any (give Details)

A. COMPANY Penalty

Punishment

Compounding

-


37

B. DIRECTORS Penalty

Punishment

Compounding

-

C. OTHER OFFICERS IN DEFAULT Penalty

Punishment

Compounding

-


38

REPORT ON CORPORATE GOVERNANCE

R E P O R T O N C O R P O R A T E G O V E R N A N C E

(In accordance with Clause-49 of the Listing Agreement with the Stock Exchanges)

1. Company’s Philosophy The Company firmly believes that good corporate governance practices ensure efficient conduct of the affairs of the Company while upholding the core values of transparency, integrity, honesty and accountability and help the Company in its goal to maximize value for all its stakeholders. It is a system by which business corporations are directed and controlled.

Dee Kartavya Finance Limited is committed to the adoption of and adherence to the Corporate Governance practices at all times and continuously benchmarks itself against each such practice in the industry. DKFL believes that sound Corporate Governance is critical for enhancing and retaining investor trust and the Company always seeks to ensure that its performance goals are met with integrity. The Company works with the mission to attain eminence through quality leadership and vision to raise bar in line, create customer value and enhance shareholder value. Dee Kartavya Finance Limited complies with the Corporate Governance Code enshrined in Clause 49 of the Listing Agreement.

During the year under review, the Company significantly ramped up its sustainability reporting by covering all the parameters as per Indian standards. The Company has a stated policy on sustainability which clearly articulates its approach towards sustainable development through a well laid process for identification of stakeholders and a formal program for interaction with them to take their feedback and take action to mitigate the risks indicated through such interactions. This will not only ensure long term sustainability of the Company but would also help in enhancing shareholder value.

The Company believes in transparency in reporting. It recognizes the importance of sustained and constructive communication with all stakeholders including investors, lenders, vendors, customers and the community surrounding its operating facilities as a key element in the overall Corporate Governance framework. Dee Kartavya Finance Limited, through multiple forms of corporate and financial communication such as Annual Reports, Results, Announcements, implements continuous, efficient and relevant communication to all its stake holders, and business associates.

Your company’s philosophy on Corporate Governance is based on following principles:

i) Preserving core values and ethical business conduct.

ii) Commitment to maximizing shareholder value on a sustained basis.

iii) To enhance the efficacy of the Board and inculcate a culture of transparency, accountability and integrity across the company.

iv) Perceiving and mitigating the various risks that impact the company.


39

v) Make timely and transparent disclosures.

vi) Legal and statutory compliances in its true spirit.

Your company’s contributory factor is self regulatory system of prompt reporting, monitoring, certification and voluntary code of practice and standards which improves management effectiveness, supervision and accountability to stakeholders.

A report on the matters mentioned in the said clause and the practices / procedures followed by your Company for the year ended March 31, 2015 is detailed below:

2. BOARD OF DIRECTORS a) PECUNIARY RELATIONSHIP Non executive Directors/Independent Directors are committed to high level of Corporate Governance and as such they do not have any material pecuniary relationship with the company except as stated in the Corporate Governance Report.

b) COMPOSITION: The Board of Directors of the company consists of an optimum combination of Executive and Non Executive Directors, from eminent fields. The composition of the Board is in conformity with the Clause 49 of the Listing Agreement, which stipulates that not less than fifty percent of the Board of Directors should comprise of Non-Executive Directors and where the Chairman of the Board is an Executive Director, at least half of the Board should comprise of Independent Directors.

The Board comprises of four Directors out of which one Managing Director, three Independent Directors. During the year under review

CATEGORY NO OF DIRECTORS % OF TOTAL NO OF DIRECTORS

Executive Directors

Non Executive Directors & Independent Directors

1

3

25

75

c) BOARD MEETINGS HELD DURING THE YEAR: Pursuant to clause 49(I)(c) it is to inform that the Board of Directors met Seven times during the year on 02nd May2014, 22nd May 2014, 14th August 2014, 04th November 2014, 14th November 2014, 14th Feb 2015 and 31st March 2015 respectively. The maximum gap between two meetings was less than four months.

d) DIRECTORS ATTENDANCE AND DIRECTORSHIP HELD: Pursuant to clause-49(I)(c)(ii) it is to inform that none of the Directors of your company are Directors on the Board of more than fifteen Companies or ten Board level Committees or Chairman in more than five Committees, across all companies in which they are Directors.


40

The composition of the Board of Directors and attendance of Directors at the Board meeting, Annual General Meeting and also number of other directorships/committee memberships including Chairmanships in Indian Public Limited Companies are as follows:

Sr

No

Name DIN

NO.

Category Board Meeting

Last AGM

1 Sumit Sharma 05155563 MD & CFO

6/7 Yes

2 Tarun Sethi 06694151 Ind. Dir 5/7 Yes

3 Varsha Murarka

05207959 IND. Dir 6/7 Yes

4 Navratan Kalwani

06661232 IND. Dir 3/7 Yes

Ind. Dir – Independent Director.

e) BOARD AGENDA AND MINUTES: Agenda papers are generally circulated to the Board members well in advance before the Meeting of the Board of Directors. All material information is incorporated in the agenda papers for facilitating focused discussions at the Meeting.

Matters of urgent nature, if any are approved by the Board by passing resolutions through circulation.

f) INFORMATION TO THE BOARD: The Board has complete access to all information with the company. Inter alia the following information is regularly provided to the Board as part of the agenda papers.

• Monthly operations Report and Quarterly results of the company. • Annual operating plans, budgets, capital budgets, updates and all variances. • Materially important show cause notices, demand, prosecutions or other legal notices if any. • Materially relevant default in financial obligations to and by the company. • Compliance of any regulatory, statutory nature or listing requirements. • Minutes of the Meeting of the Board of directors and Committees of the Board of Directors. • Details of Related Party Transactions if any. • Quarterly Compliance Report on Clause 49 and other non-compliance.

g) REVIEW OF LEGAL COMPLIANCE REPORTS: The Board periodically reviews during the year the Compliance Reports in respect of the various Statutory enactment’s applicable to the company.


41

h) RETIREMENT POLICY OF THE DIRECTORS: The Company does not have a Retirement Policy for the members of the Board of Directors of the Company. They retire under section 152 of the Companies Act, 2013.

i) RESPONSIBILITY OF THE DIRECTORS: Responsibilities of the Board:

The primary role of the Board is that of trusteeship to protect and enhance shareholders value. As trustee, the Board ensures that the company has clear goals and policies for achievement. The Board oversees the company’s strategic direction, reviews corporate performance, authorizes and monitors strategic decision, ensures regulatory compliance and safeguards interests of the stakeholders.

Responsibilities of the Chairman and Managing Director:

The Board of Directors at their meeting delegated the powers to Shri Sumit Sharma, Chairman & Managing Director to enable him carry out the day to day operations of the company. The powers encompasses all areas such as personnel, legal, general and miscellaneous powers and to act as CFO of the company .

SHARES HELD BY EXECUTIVE AND NON –EXECUTIVE DIRECTORS:

None of the Directors (Executive and Non-Executive Director) hold any share in the company.

j) PLEDGE OF SHARES The Company in compliance of the amended SEBI (Substantial acquisition of shares and takeovers) Regulations, 1997 made necessary disclosures to the Stock Exchanges intimating the details of the shares pledged by the promoter and every person forming part of the promoter group. No shares where pledged in the financial year 2014 – 2015.

k) CODE OF CONDUCT AND ETHICS: (UNDER SECTION 149) Pursuant to clause-49(I)(D), your Company adopted the Code of Conduct and Ethics for Directors. The Code has been circulated to all the members of the Board.

The Board of Directors has affirmed their compliance with the Code and a declaration along with certificate of compliance appears in the annexure to the Corporate Governance.

l) TRAINING FOR THE BOARD As part of ongoing knowledge sharing and updating, the Board of Directors are updated with relevant statutory amendments and landmark judicial pronouncements encompassing important laws such as Company Law, SEBI Law, Income Tax Law etc, at meetings of the Board of Directors.

3. COMMITTEES TO THE BOARD: The Board of Directors has constituted various Committees with adequate delegation to focus on specific areas and take decisions so as to discharge day to day affairs of the company. Each Committee is guided by its charter, which defines the composition, scope and powers of the


42

committee. All decisions and recommendations of the Committees are placed before the Board of Directors.

The Committees constituted by the Board as on date are: (a) Audit Committee, (b) Investors Grievance Committee (c) Remuneration Committee. The Committees meet as per the business needs.

A. Audit Committee The Audit Committee of Directors consists of well-qualified and Independent Directors. The activities of the Committee are in conformity as are set out in Clause 49 II (D) of the Listing Agreement with Stock Exchanges read with the Companies Act, 2013. All the members of the committee possess adequate knowledge of finance and accounts. The scope of the activities of the committee, are in conformity as are set out in clause 49 II (D) of the listing agreement with stock exchanges read with section 177 of the Companies Act, 2013.

a) COMPOSITION: The Committee comprises of 3 Independent Directors. The Executive Directors are the permanent invitees. The Secretary of the Company also acts as Secretary to the Committee. The External Auditors are also invited to attend the meetings of the Committee. The Committee met 4 times in the financial year 2014 – 2015. The attendance of members at the meetings was as follows:

The table shows the list of members of Audit Committee and attendance in particular.

Name of the Member Status No. of meetings attended

Varsha Murarka Chairman 4

Tarun Sethi Member 4

Navratan Kalwani Member 4

b) The Audit Committee is empowered, pursuant to its terms of reference, to: Investigate any activity within its terms of reference and to seek any information it requires

from any employee.

Obtain legal or other independent professional advice and to ensure the attendance of outsiders with relevant experience and expertise, when considered necessary.

c) Terms of reference: To review all matters specified in clause 49 of the Listing Agreement, section 177 of the Companies Act, 2013, such as to,

• oversee the Company’s financial reporting system and process and disclosures of its financial information to ensure that the financial statement is correct, sufficient and credible.


43

• Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the statutory auditors and the fixation of Audit Fees.

• Approval of payment to statutory auditors for any other services rendered by them.

• Reviewing with the management the Annual Financial Statements before submission to the Board for approval with particular reference to:

a) Matter required to be included in the Directors Responsibility statement to be included in the Board’s Report in terms of clause 3(c) of section 134 of the Companies Act, 2013.

b) Changes, if any, in accounting policies and practices and reasons for the same.

c) Major accounting entries involving estimates based on the exercise of judgement by management.

d) Significant adjustments made in the financial statements arising out of audit findings.

e) Compliance with listing and other legal requirements relating to financial statements.

f) Disclosure of any related party transactions.

g) Qualifications in the draft Audit Report.

h) Review regarding the going concern assumption and compliance with the accounting standards.

• Reviewing with the management, the quarterly financial statements before submission to the Board for approval.

• Reviewing with the management performance of the Statutory and internal Auditors and discuss their findings, suggestions, internal control systems, scope of audit, observations of the auditors and other related matters etc.,

• The minutes of the Audit Committee meeting are circulated to the Board of Directors.

• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

• To review the company’s financial and risk management policies.

d) Report of the Audit Committee of Directors for the year ended on March 31, 2015 To the shareholder of Dee Kartavya Finance Limited.

• During the year under review, the Statutory Auditors audited the company’s accounts and the reports placed before the Audit committee for consideration.

• The audits were carried out pursuant to an Audit Calendar and approved by the Audit Committee in the beginning of the year.


44

• The Audit Committee noted the Audit Report the view of the Audit and the Management.

• The Audit committee’s suggestions from time to time were implemented by the company during the course of the year.

• The Audit Committee sought clarifications from the Auditors and the Management of the company, whenever required, in relation to the financial matters of the company as per the scope and powers of the Audit Committee.

• The Audit Committee meetings were interactive.

• The Committee is recommending to the Board the re - appointment of M/s R V Shah & Associates, Chartered Accountants as statutory auditors of the Company, to carry out audit of the accounts of the Company for the financial year 2015-2016.

B. Investors Grievance Committee The investor Grievances Committee of Directors met four times during the financial year 2014 - 2015.

a) Composition The Committee comprises of 2 Independent Directors viz. Mr. Tarun Sethi & Mrs. Varsha Murarka and 1 Executive Director viz. Mr. Sumit Sharma whereas Mr. Tarun Sethi is the Chairman of the Committee.

The Committee is responsible to consider and resolve the grievances of the security holders of the company and carry out such other tasks, as the board may assign to it from time to time. The Committee ensures compliance under section 178 of Companies Act, 2013 and other applicable provisions.

b) Terms of reference: a) The committee, inter alia looks into shareholder/investors grievances relating to

transfer/transmission of shares b) issue of duplicate certificates c) non-receipt of balance sheet and d) all such complaints directly concerning the shareholders/investors as stakeholders

of the company. e) And such other matters that may be considered necessary in relation to shareholders

of the company. c) Disclosure During the year Company has received shares for transfer in physical form. The Company has received one complaints in this financial year from the shareholders.

No shares are pending for transfer as on 31.3.2015.

C. Remuneration Committee a) Terms of reference: The Committee is empowered to decide and approve the remuneration of the Managerial Personnel from time to time.

b) Composition


45

The Committee comprises of 2 independent Directors and 1 Executive Director namely Mr. Tarun Sethi & Mrs. Varsha Murarka and Mr. Sumit Sharma respectively whereas Mrs. Varsha Murarka is the Chairman of the Committee.

Remuneration Policy, details of Remuneration and other Terms of Appointment of Directors

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. This Policy inter-alia includes:

1. Criteria of selection of Non-Executive Directors

Non Executive Directors will be selected on the basis of identification of industry/ subject leaders with strong experience. The advisory area and therefore the role may be defined for each independent director;

The Nomination and Remuneration Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

In case of appointment of Independent Directors, the Nomination and Remuneration Committee shall satisfy itself with regard to the independent nature of the Directors vis-à-vis the Company so as to enable the Board to discharge its function and duties effectively.

2. Remuneration

The Company is not paying any sitting fees to the Independent Directors for attending meeting of the Board or Committee of the Board.

4. Board Evaluation The Group conducts regular risk assessment to identify material risks in the financial statements. In terms of the financial statements, the main risk is considered to be material misstatements, e.g. regarding book keeping and the valuation of assets, liabilities, income and expense or other discrepancies.

Fraud and losses through embezzlement are a further risk. Risk management is an integral part of each process and different methods are used for evaluating and limiting risks and to ensure that the risks to which DKFL is exposed are managed according to established rules, instructions and follow-up procedures. The purpose is to minimise any risks and promote accurate accounting, reporting and information disclosure.

In the monthly business reviews that are performed throughout each level of the organisation a report of the most important operational risks in terms of monetary risk are reported and assessed in the business reviews as for the need for mitigating actions and/or financial provisioning.

On a quarterly basis the most significant operational risks (risks that can affect the performance the next 12 months) and strategic risks (risks that can the affect the performance the next 36 months or more) are collected, assessed and reported to Group management from each Business Unit. Group


46

management then assesses the need for mitigating actions and also twice per year reports to the Board of Directors the most significant strategic risks and related mitigating actions.

Senior management personnel are personnel, who are a part of the core management team, comprising personnel one level below the executive directors and including all functional heads as on March 31, 2015.

Sd/-

Place : Delhi Sumit Sharma Date : 29.05.2015 Managing Director & CFO


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CERTIFICATE ON CORPORATE GOVERNANCE To, The Members of Dee Kartavya Finance Limited 945, Chhota Chhipi Wara Chawri Bazar, Mela Ram Market Delhi 110 006 We have examined the compliance of Corporate Governance by Dee Kartavya Finance Limited, for the year ended March 31, 2015 as stipulated in clause 49 of the Listing Agreement of the Company with Stock Exchange(s) in India. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been in the manner described in the guidance note on Certification of Corporate Governance issued by the Institute of Company Secretaries of India and has been limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of Corporate Governance as stipulated in the said clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and based on our reliance upon the representations made by the management that there were no transactions of material nature with the management or by relatives that may have potential conflict with the interest of the company at large, as stated under Disclosures Column of the company’s Report on Corporate Governance.

The Share Transfer Agent of the Company has certified the number of complaints received from the investors and the number of complaints resolved during the financial year and there are no complaints pending as at the year end as stated under Investor Grievance Redressal Column of the company’s Report on Corporate Governance.

We certify that the Company has complied with in all material respects with the conditions of Corporate Governance as stipulated in the above - mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. Place : Delhi For R V Shah & Associates. Date : 29.05.2015 Company Auditor Sd/- (CA Rashmi Shah) Proprietor


48

SHAREHOLDERS INFORMATION

a. Annual General Meeting

The information regarding Annual General Meeting for the financial year ended on 31st March 2015 is as follows :-

a. Day & Date : Friday, 18th September, 2015

Time : 10:00 A.M.

Venue : Tivoli Grand Resort, Main G.T. Karnal Road, Opp Sai Baba Mandir, New Delhi, Delhi 110036

b. Financial Calendar (Tentative): Financial reporting for the quarter ending June 30,2015 Within 45 days of end of

Quarter Financial reporting for the quarter ending September 30,2015 Financial reporting for the quarter ending December 31,2015 Financial reporting for the quarter ending March 31,2016 Within 60 days of end of

Quarter Annual General Meeting for the year ending 31st March,2016 Last week of September

2016

c. Financial Year : 1st April 2014 to 31stMarch, 2015.

d. Date of Book Closure : 10th to 18th September, 2015

e. Dividend Payment Date : No Dividend has been recommended for the year under review.

f. Listing of Shares : Bombay Stock Exchanges

g. ISIN : INE219N01011

h. Stock Code : Scrip Code 531826 on BSE

i. Registrar & Share Transfer Agent : M/s. Purva Sharegistry (India) Pvt. Ltd. 9, Shiv Shakti Ind. Estate, Ground Floor, J. R. Boricha Marg, Lower Parel, Mumbai-400 011 Tel : 022-23016761, Fax : 022-2301 2517, Website : www.purvashare.com j. Share Transfer Systems: The Share transfer is processed by the Registrar & Share Transfer Agent, Purva Sharegistry (India) Pvt. Ltd. and approved by Share Transfer Committee, if the documents are complete in all respects, within 21 days from the date of lodgment.

k. Shareholding pattern as on 31st March 2015


49

• Distribution of Shareholding as on 31st March, 2015:

SHAREHOLDING IN NOMINAL

VALUE

NO. OF SHAREHOLDER

S

% OF SHAREHOLDI

NG

NO. OF SHARES % OF SHAREHOLDING

Up to 5000 155 31.96 17562 0.07 20,001 - 30,000 1 0.21 2500 0.01 30,001 - 40,000 1 0.21 3297 0.01 50,001 - 1,00,000 106 21.86 934741 3.87

1,00,001 AND ABOVE

222 45.77 23176900 96.03

TOTAL 485 100.00 24135000 100.00

l. Shareholding pattern as on 31st March 2015

Categories No. of Shares

% of Shareholding

Promoters, Directors, Relatives & Person acting in concert 3745600 15.52

Indian Bank 0 0

Others (NRI) 0 0

Private Corporate Bodies 295690 1.23

Indian Public (including HUF & Clearing Members) 20093710 83.25

Total 24135000 100.00

m. Dematerialization of Equity Shares & Liquidity as on 31st march 2015

Particulars of Shares Equity Shares of Rs.10 each

Number % of Total

Physical Form 15760200 34.08

Demat Form 8374800 65.92

Total 24135000 100


50

n. Outstanding GDRs./ADRs/Warrants or any convertible instruments, conversion data likely impact on Equity

Not Applicable

o. Reconciliation of Share Capital Audit:

A Practicing Company Secretary carried out Reconciliation of share capital audit to reconcile total issued and listed capital.

p. Nomination

Individual Shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be transferable in case of death of the registered shareholder(s). Nomination facility in respect of shares held in electronic form is also available with the depository participants as per the bye- laws and business rules applicable to NSDL and CDSL. Nomination forms can be obtained from the Company’s Registrar and Share Transfer Agent.

q. Requirement of PAN Card in case of Transfer of Shares in Physical Form

Pursuant to SEBI Circular, the shareholders holding shares in physical form are requested to submit self certified copy of PAN at the time of sending their request for share transfer/transmission of name/transposition of name.

r. For the Attention of Shareholders holding shares in electronic form

Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participants (DPs).

s. Details on use of Public Funds Obtained in the last three years :

No fund has been raised by way of Public, Right of Preferential Issue or any other mode during last three financial years. Investors’ Correspondence: t. Investors’ Correspondence Shareholders can contact the following Officials for secretarial matters of the Company:- Mr. Anjul Kumar Singhania – [email protected]. u. Code of Conduct The Board of Directors of the Company has laid down Code of Conduct for Directors and for Senior Management & Employees. All Board Members and Senior Management have affirmed compliance with the Code of Conduct for the year under review. Declaration to this effect signed by the Managing Director & Chief Executive Officer is annexed to this report.


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CHAIRMAN’S DECLARATION ON CODE OF CONDUCT As required by Clause 49 of Listing Agreement, the Chairman Declaration for Code of Conduct is given below: To The Members of Dee Kartavya Finance Limited 945, Chhota Chhipi Wara Chawri Bazar, Mela Ram Market Delhi 110 006

(a) They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact

or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of their knowledge and belief, no transactions entered into by the

company during the year which are fraudulent, illegal or violative of the company’s code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial

reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

(d) We have indicated to the auditors and the Audit committee

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) Instances of significant fraud of which they have become aware and the involvement

therein, if any, of the management or an employee having a significant role in the company’s internal control system over financial reporting.

For and on Behalf of the Board Of Directors Sd/-

Sumit Sharma (MD & CFO)

Place Delhi Date: 29.05.2015


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CEO/CFO CERTIFICATION TO THE BOARD To The Board of Directors Dee Kartavya Finance Limited 945, Chhota Chhipiwara, Chawri Bazar, Delhi - 110 006 Ref- Financial Statements for the period ended March 31st, 2015: I, Sumit Sharma, Director, of the Company on the basis of the review of the financial statements for the year ended on 31st March, 2015 along with cash flow statement for that period and to the best of my knowledge and belief, certify under Clause 49 of the Listing Agreement that:-

a) These statements do not contain any materially untrue statement or omit any material

fact or contain statements that might be misleading; b) These statements together present a true and fair view of the Company’s affairs and are

in compliance with existing accounting standards, applicable laws a regulation. c) There are, to the best of our knowledge and belief, no transactions entered into by the

Company during the year ending March 31,2015, that are fraudulent, illegal or volatile of the Company’s Code of Conduct.

d) I accept responsibility for establishing and maintaining internal controls for financial reporting and that I have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting We have indicated to the Auditors and the Audit Committee:

e) Significant changes in internal control over financial reporting during the year; f) Significant changes in accounting policies during the year and that the same have been

disclosed in the notes to the financial statements; and g) Instances of significant fraud, if any, of which I became aware and the involvement

therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

For and on Behalf of the Board Of Directors For DEE KARTAVYA FINANCE LIMITED

Sd/-

Sumit Sharma (MD & CFO)

Place Delhi Date: 29.05.2015


53

COMPLIANCE CERTIFICATE To, The Members, Dee Kartavya Finance Limited 945, Chhota Chhipi Wara Chawri Bazar, Mela Ram Market Delhi 110 006 We have examined the compliance of Corporate Governance DEE KARTAVYA FINANCE LIMITED for the year ended on 31st March, 2015, as stipulated in clause 49 of the Listing Agreement of the said Company with Stock Exchanges. The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for suing the compliance of the conditions of the corporate Governance. It is neither an audit nor an expression of opinion on the financial statement of the Company. In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. We state that no investor grievance(s) is/ are pending for a period exceeding for one month against the Company as per the records maintained by the Shareholders/Investors Grievance Committee. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. Anand Khandelia

Practicing Company Secretary C.P No. 5841



54

INDEPENDENT AUDITOR’ REPORT TO THE MEMBERS OF DEE KARTAVYA FINANCE LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of DEE KARTAVYA FINANCE LIMITED (“the company”),which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as valuating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.


55

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March2015, its loss and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2015(“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. c) the Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account. d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. e) On the basis of written representations received from the directors as on 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act. f) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014: i. The Company does not have any pending litigations which would materially impact its financial position. ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses. iii. There were no amounts which were required to be transferred by the Company to the Investor Education and Protection Fund.

For R V Shah & Associates. Chartered Accountants

FRN: 133958W CA Rashmi Shah Proprietor

Membership No- 123478 Place: Delhi Date: 29th May 2015


56

Annexure referred to in paragraph 7 Our Report of even date to the members of DEE KARTAVYA FINANCE LIMITED on the accounts of the company for the year ended 31st March, 2015

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) As explained to us, fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification;

ii. The nature of business of the Company does not require it to have any inventory. Hence, the requirement of clause (ii) of paragraph 3 of the said Order is not applicable to the Company.

iii. The company has not granted any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has not been noticed or reported.

v. As informed to us, the Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013.

vi. As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act..

vii. (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, , Employees’ State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India ;

(b) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes.

(c) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of reporting delay in transferring such sums does not arise.

viii. The company has accumulated losses of Rs. 4543590.97/- which is not in excess of its net worth as on 31st March,2015. The cash losses incurred by the company during the year amounts to Rs. -686692.22/- and the same was -1000490/- during the financial year ending 31st March, 2014.


57

ix. According to the records of the company examined by us and as per the information and explanations given to us, the company has not availed of any loans from any financial institution or banks and has not issued debentures.

x. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution during the year.

xi. In our opinion, and according to the information and explanations given to us, the company has not raised any term loans during the year.

xii. During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.

For R V Shah & Associates. Chartered Accountants

FRN: 133958W CA Rashmi Shah Proprietor

Membership No- 123478 Place: Delhi Date: 29th May 2015

FINANCIAL STATEMENT DEE KARTAVYA FINANCE LIMITED

Balance Sheet as at 31st March, 2015

Particulars

Note No

Figures as at the end of 31.03.2015


I. EQUITY AND LIABILITIES

Shareholder's Funds Share Capital Reserves and Surplus Non-Current Liabilities Deferred tax liabilities (Net) Current Liabilities Trade payables Other current liabilities Short-term provisions

Total II.Assets Non-current assets Fixed assets

(i) Tangible assets Long term loans and advances Deferred tax Asset (Net) Current assets Current investments Trade receivables Cash and cash equivalents Short- term loans and advances Other current assets

Total

1 2

3 4 5

6 7

8 9

10 11 12

241,350,000.00 (4,543,590.97)

-

832,588.04 15,642.00

315,520.00

126,550,000.00 (3,856,898.75)

-

326,031.00 37,452.00 51,033.00

237,970,159.07

- 10,540,000.00

2,360.00

102,827,964.04 -

8,749,537.23 115,142,851.80

707,446.00

123,107,617.25

4,643.00 38,140,000.00

816.00

69,752,964.04 -

2,516,710.21 12,489,134.00

203,350.00

237,970,159.07 123,107,617.25

Auditor's Report As per our separate report of an Even Date For R V Shah & Associates Chartered Accountants Regn. No. 133958W

(CA Rashmi Shah) Proprietor M.No.: 123478

Sumit Sharma ( Managing Director & CFO)

DIN: 05155563

Navratan Kalwani (Director) DIN:

06661232

Place : Delhi Dated : 29th May, 2015

Varsha Murarka (Director)

DIN. 5207959

58


59

3 4

5 6 6 7

Statement of Profit and Loss statement for the year ended 31st March, 2015

Particulars

Note No Figures as at the

end of 31.03.2015

Figures as at the end of

31.03.2014

I. II.

III.

IV.

V.

VI.

VII.

VIII.

IX.

X.

XI.

XII.

XIII.

XIV.

XV.

XVI.

STATEMENT OF PROFIT AND LOSS Revenue from operations Other Income Total Revenue (I +II)

UUExpenses: Employee benefit expense Financial costs Depreciation and amortization expense Other expenses Total Expenses Profit before exceptional and extraordinary items and tax (III - IV) Exceptional Items Profit before extraordinary items and tax (V - VI)

Extraordinary Items

Profit before tax (VII - VIII) Tax expense: (1) Current tax (2) Earliar Years Tax (3) Deferred tax

Profit(Loss) from the perid from continuing operations (VII-VIII) Profit/(Loss) from discontinuing operations Tax expense of discounting operations

Profit/(Loss) from Discontinuing operations (XII - XIII)

Profit/(Loss) for the period (XI + XIV) Earning per equity share: (1) Basic (2) Diluted

1 1

1 1

1

18

3,117,691.96

-

777,209.28

1,355,040.00

3,117,691.96 2,132,249.28

1,094,400.00 1,710.00 4,643.00

1,003,135.18

737,483.00 27,784.00

5,462.52 1,269,329.38

2,103,888.18 2,040,058.90

1,013,803.78

1,386,520.00

(372,716.22)

-

92,190.38

1,047,945.00

(955,754.62)

-

(372,716.22)

315,520.00 -

(1,544.00)

(686,692.22)

-

-

-

(955,754.62)

51,534.00 -

(6,799.00)

(1,000,489.62)

-

-

-

(686,692.22)

(0.04 (0.04

(1,000,489.62)

) (0.08) ) (0.08)




DIN: 05155563


06661232

Place : Delhi Dated : 29th May, 2015 Varsha Murarka

(Director) DIN. 5207959


60

Sl. No.

Particulars



A

B

C

Cash Flow from Operating Activities Net Profit before tax and extraordinary Items Adjustments for

Extraordinary Items Exchange Listing Expenses Interest received Depreciation

Interest Paid Oprating Profit before working capital changes Adjustment for capital changes

Inventories Decrease (Increase) in trade and Oth Decrease (Increase) in Other Current Decrease (Increase) in Long Term Lo Decrease (Increase ) in Short Term L (Decrease) Increase in Trade Payable (Decrease) Increase in Other Current (Decrease) Increase in Provisions

Cash genrated from operations

Income Tax And FBT paid for the Yea Extraordinary Items

Net Cash From Operating Activities Cash Flow From Investing Activities

Decrease / (Increase) in Fixed Assets Decreas / (Increase) in Investments Interest Received Adjustments for Depreciation

Net Cash from Investing Activities Cash Flow From Financing Activities Increase in Share

Capital Increase in Reserves & Surplus Exchange Listing Expenses Interest Paid

Net Cash used in Financing Activities Net Increase in Cash & Cash Equivalents Opening Balance of Cash & Cash Equivalents Closing Balance of Cash & Cash Equivalents

(372,716.22)

- - -

4,643.00 1,710.00

(366,363.22)

-

- (504,096.00)

27,600,000.00 (102,653,717.80)

506,557.04 (21,810.00)

-

(75,439,429.98)

51,033.00 -

(75,490,462.98)

- (33,075,000.00)

- -

(33,075,000.00)

114,800,000.00

- -

1,710.00

114,798,290.00

6,232,827.00 2,516,710.00 8,749,537.00

(955,754.62)

- -

1,355,040.00 5,462.52

27,784.00

(2,277,548.10)

-

793,565.20 3,396,650.00

27,500,000.00 (12,469,134.00)

(597,329.00) 37,452.00

-

16,383,656.10

32,858.00 -

16,350,798.10

- (17,451,685.04)

1,355,040.00 -

(16,096,645.04)

1,882,000.00

- -

27,784.00

1,854,216.00

2,108,369.00 408,341.00

2,516,710.00

Statement of Cash Flow Annexed to the Balance Sheet as at 31st March, 2015 (In Rupees)





DIN: 05155563


06661232

Varsha Murarka (Director)

DIN. 5207959


61

Notes to Financial Statement for the year ended 31st Match, 2015

Sl. No.

Particulars



1 Share Capital Equity share capital

Authorised share capital 27550000 shares of Rs. 10 each (Previous Year 135000000 shares of Rs. 10 eac

Issued and subscribed share capital 12655000 shares of Rs.10/- each (Previous Year 12655000 shares of ` 10 each)

UUAdd: IssuedUU during the Year 11480000 shares of ` 10 each (Previous Year Nil shares of ` 10 each)

Paid up Share Capital 12655000 shares of 10/- each (Previous Year 12655000 shares of 10 e ach) Add: Allortment during the

year

UULessUU: Call Money Receivable Add: Allotment Money Received during the yea

Paidup Share Capital

TOTAL

275,500,000.00

135,000,000.00

h)

126,550,000.00

114,800,000.00

126,550,000.00

-

241,350,000.00 126,550,000.00

126,550,000.00

114,800,000.00

- -

124,668, 000. 00

-

- 1,882,000.00

241,350,000.00 126,550,000.00

241,350,000.00 126,550,000.00

The detail of shareholders holding more than 5% shares

Sl. No.

Name of the Share Holders

As at 31st March,2015

%held

As at 31st March,2014

%held

No. of Shares No. of Shares

1

2

3

ARUN SHARMA Regency Complex River Veiw Lane Paonta Sahib(H.P) SUNITA SHARMA Regency Complex River Veiw Lane Paonta Sahib(H.P) AMITABH SHARMA Regency Complex River Veiw Lane Paonta Sahib(H.P)

-

-

-

-

-

-

750000

650000

650000

5.93

5.14

5.14

Sl. No.

Particulars As at

31st March,15 No. of Shares

As at 31st March,14 No. of Shares

2

Reserves and Surplus

As per Last Balance Sheet Addition during the Year Balance

TOTAL

(3,856,898.75) (686,692.22)

(2,856,409.13) (1,000,489.62)

(4,543,590.97) (3,856,898.75)

(4,543,590.97) (3,856,898.75)


DIN: 05155563


06661232

Varsha Murarka (Director) DIN.

5207959


Notes to Financial Statement for the year ended 31st Match, 2015

Sl. No.

Particulars Figures as at the end of 31.03.2015


3

4

5

7

8

a. b.

9

10

11

12

Trade Payable Others Audit Fee Payable Director Remunaration Salary Payable Others

TOTAL

Other Current Liability Tds payable

Total Short-term provisions Provision for Income Tax

Total Long term loans and advances Loans and advances to related parties (refer Note 19(K)) Advance to others against joint venture agreement executed

TOTAL

Current Investments Investments in Equity instruments: (refer Note 19(I)) Of Related Parties (refer Note 19(K)) Others

TOTAL

Trade receivables Unsecured

TOTAL

Cash and cash equivalents Balances with banks HDFC Bank Ltd., Kotak Mahindra Bank State Bank of India, Paonta Sahib Union Bank of India, Paonta Sahib Cash in hand

TOTAL

Short term loans and advances (Unsecured Considered Good Unless Otherwise Stated) Advances Recoverable In Cash Or In Kind For The Value To Be Received i) Security Deposit with Landowner ii) others

TOTAL Other Current Assets Om Prakash Aggarwal Prepaid Expenses Share Application Money Paid(Related Party) TDS

TOTAL

30,000.00 558,000.00 240,000.00

4,588.04

45,000.00 234,000.00

36,000.00 11,031.00

832,588.04 326,031.00

15,642.00

37,452.00 15,642.00

315,520.00

37,452.00

51,033.00

315,520.00 51,033.00

540,000.00 10,000,000.00

540,000.00 37,600,000.00

10,540,000.00 38,140,000.00

398,725.19 102,429,238.85

673,725.19 69,079,238.85

102,827,964.04 69,752,964.04

-

-

- -

8,334,957.65 400,000.00

1,632.51 1,938.97

1,531,884.63 -

1,632.51 1,938.97

8,738,529.13

11,008.10

1,535,456.11

981,254.10

8,749,537.23

20,000.00 115,122,851.80

2,516,710.21

20,000.00 12,469,134.00

115,142,851.80 12,489,134.00

- 72,885.00

100,000.00 534,561.00

5,000.00

100,000.00 98,350.00

707,446.00 203,350.00

62


13 Revenue from Operations Others Interest income 5,122,280.00 521,260.00 Commodity Trading Profit - 297,763.92 Dividend On IDBI Liquid Fund - 3,709.03 Profit on sale of investment (4,004,588.04) (45,523.67) Others 2,000,000.00 -

TOTAL 3,117,691.96 777,209.28

14 Other Income Interest on call money - 1,355,040.00

TOTAL - 1,355,040.00

15 Employee Benefits Expense

Salaries and wages 1,094,400.00 737,483.00

TOTAL 1,094,400.00 737,483.00

16 Finance Cost Interest on Taxes 1,710.00 27,784.00

TOTAL 1,710.00 27,784.00

17 Other expenses

Advertisement 97,190.00 109,696.00 Audit Fee 30,000.00 50,000.00 Bank Charges 615.18 5,205.57 Director Remunaration 360,000.00 285,000.00 Electricity & Water Expenses 7,700.00 14,750.00 Fee & Taxes 10,800.00 7,500.00 Legal & Professional Charges 30,572.00 58,680.00 Listing & Depository Fee 192,867.00 116,798.00 Misc. Expenses 51,748.00 87,237.81 Postage & Couriers 250.00 6,967.00 Power & Fuel Expenses - 11,164.00 Printing & Stationery 7,470.00 18,360.00 Register and Share Transfer Expenses 60,804.00 64,526.00 Rent, Rates & Fees 60,000.00 60,000.00 Service Charges - 11,236.00 Telephone Expenses 18,996.00 21,070.00 Travelling & Conveyance Expenses 74,123.00 341,139.00

TOTAL 1,003,135.18 1,269,329.38

a) Details of Payment to Auditor

As Auditor Audit Fees 30,000 50,000 In other Capacity - -

Total 30,000 50,000




DIN: 05155563


06661232


Varsha Murarka (Director) DIN.

5207959

63


64

Note 19 – Significant Accounting Policies and Notes for year ended 31st March, 2015

A) UUBackground Informat ion Dee Kartavya Finance Limited (the Company) is a Public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956.

B) UUBasis of preparation of Fin ancial Statements

(a) Basic Principles – The financial statements are prepared under the historical cost convention, on a going concern basis and they comply in all mat erial aspects with the accounting principles generally accepted in India (Indian GAAP), the prescribed accounting standards and the relevant provisions of the Companies Act, 2013 (the Act).

(b) Use of Estimates – The preparation of the financial statements entail the management to make certain estimates and assumptions that affect the facts and figures reported. Disparities between actual result and estimates are recognised in the period in which they materialise.

(c) Method of Accounting – The Company generally follows the accrual method of accounting subject to the extent of determinability of accruals and keeping the materiality concept in view. All assets and liabilities are classified into current and non-current, based on the criteria of realisation or settlement within twelve months period from the balanc e sheet date.

C) UURevenue Recognition

(a) Revenue from sale of investments in securities and commodities are accounted on receipt of broker contracts. (b) Interest income is recorded on accrual basis. Dividends are accounted on receipt of the same. (c) Revenue is otherwise generally recognised on accrual basis.

D) UUFixed Assets

(a) The fixed assets are shown at their historical costs. None of the fixed assets have been re-valued during the year.

(b) The management has physically verified the fixed assets during the year and no material discrepancies have been noticed on such verification. (c) Depreciation is provided on pro-rate basis on the period of usage of the assets, which is rounded off to the whole month. Depreciation is provided on straight line basis. (d) The rates of depreciation adopted are in conformity with the rates prescribed under schedule II of the Companies Act, 2013.

E) UUForeign Currency Transacti ons

(a) Recognition – The reporting currency of the LLP is Indian Rupee. Transactions (monetary and non-monetary items) denominated in foreign currencies on initial recognition are recorded using the exchange rate at the date of the transaction.

(b) Conversion – At each balance sheet date, the transactions for monetary items which were reported in any previous period and settled during the year as well as transactions which are reported during the year and which shall be settled in any subsequent accounting period (roll over transactions), are reported using the exchange rate at the date of the balance sheet. Non-monetary items are carried at historical cost. However the LLP has not entered into any non-monetary transaction during the period.

(c) Exchange Differences – Exchange rat e differences (g ains or losses) arising on settlement or on reporting of roll over transactions (of monetary items), are recorded in the revenue statement. During the year the Company has not entered into any transactions involving foreign currencies.

F) UUInventories

The Company has not acquired any inventories during the year.

G) UUCash Flow Sta teme nt

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the information made available to us.

H) UUTax Expense

(a) Current Tax – Tax expense for the period, comprising of current tax (which includes MAT) is charged to the profits for the year. Current tax is measured at the amount expected to be paid to the revenue authorities in accordance with the prevailing tax laws. Minimum alternate tax (MAT), if paid, is recognised as an asset as it shall accrue future benefit in the form of a set off against tax expense.

(b) Deferred Tax – Pursuant to AS 22 - “Accounting for Taxes on Income”, the Company computes the deferred tax arising on account of temporary timing differences between t he taxable income and accounting income that originates in one period and is capable of being reversed in one or more subsequent periods, using the tax rates and laws that have been enacted or substantively enacted as of the balance sheet date. The net deferred tax liability (DTL) is charged to the profits, whereas a deferred tax asset (DTA) is recognised and carried forward only to the extent there is a reasonable certainty of future taxable profits to realize such DTA. During the year the Company has accounted for net DTA of ` 2360/- on acc ount of depreciation.


65

1,250,000 12,500,000.00 30,000 300,000.00

16,941 98,725.19

350 700,000.00 - -

6,291 6,291,000.00 72,400 724,000.00

3,260 3,260,000.00 4,850 4,850,000.00

- - 1,840,000 27,600,000.00

33,000 9,900,000.00 850,000 17,000,000.00

83,223,725.19

I) UUInvestments

(a) The investments comprises of equity shares of various listed and unlisted companies as well as in group/associate companies. These also include certain Companies which are eit her de-listed or whose listing is suspended on the Stock Exchange. These investments were physically verified by the management during the year and no material discrepancies were noticed on such verification.

(b) The Company has also traded in commodities during the year and net revenue earned from such trading is credited to the revenue account of the Company.

(c) The details and market prices of these investments as on 31-3-2015, are specified below:

UUCURRENT INVESTMEN TS

Valued at cost UUAs at 31st March 201 5UU UUAs at 31st March 201 4

UUNo. of SharesUU UUAmount in `UU UUNo. of SharesUU UUAmount in `

A) Listed Companies (Listing Suspended) (Equity Shares)

Blue Print Securities Lt d. 7,765 2,379,584.25 7765 2379584.25 Ecowave Infotech Ltd. 1,500 490,650.00 1500 490650.00 Multiplus Resources Lt d. 6,600 1,312,740.00 6600 1312740.00 Shardraj Trade Ltd. 170 9,350.00 170 9350. 00 Twenty First Century (India) Ltd. 41,100 13,445,865.00 41100 13445865.00 Quest Financial Services Ltd. 22,808 1,966,049.60 22808 1966049.60

19,604,238.85 19604238.85

B) De-listed or Un-quoted Companies (Equity Shares)

Padmawati Ferro & Alloys Pvt. Lt Sunar Construction Pvt. Ltd. * Regency Aquaelectro & Motel Resorts Pvt. Ltd. * Clubside Dealcomm Pvt. Ltd. Garv Projects Pvt. Ltd. Jackpot Vintrade Pvt. Ltd Lifestyle Barter Pvt. Ltd. Opus Estates Pvt. Lt d. Risewell Sales Pvt. Lt d Uniglory Developers Pvt. Ltd. * Bhargabi Niketan Pvt Ltd G C Construction Sati Granites India Pvt Ltd

1250000 1,25, 00, 000

30000 3,00, 000

16941 98, 725.19 4750 9,500,000

50000 5,000,000 8191 8,191,000

72400 724,000 3260 3,260,000

10300 1,03, 00, 000 275 2,75, 000

- - - - - -

26,773, 725.19 TOTAL (A+B) 102,827,964.04 46,377,964.04

J) U UEar ni ngs Per Share

Disclosure pursuant to Accounting Standard 20 – “Earnings Per Share”:

SN Particulars 31/03/2015 31/03/2014

a. Net profit or loss available for equity shareholders (686,692.22) (1,000,489.62) b. Adj. weighted average no. of shares outstanding during the period 17278452 12655000 c. Potential equity shares outstanding during the period - - d. No. of Equity Shares for Dilutive EPS 17278452 12655000

Nominal value of equity shares (`) 10 10 Basic Earnings Per Share (in `) (0.04) (0.08) Diluted Earnings Per Share (in `) (0.04) (0.08)

K) UURelated Party Transacti ons

Disclosures pursuant to AS 18:

1) Associate/group companies, firms, other entities:

2) Individuals having control:

• Amitabh Sharma

• Regency Resorts • Arun Sharma

• Regency Aquaelectro & Motel Resorts P. Ltd. • Sunita S harma • Regency Carbide Private Limite d

• Sunar Constructions Private Limited 3) Key management personnel:

• A. Power Himalayas Limited • Sumit Sharma

• Uniglory Developers Private Limited • Ritu Daga • Karac Developers Private Limited


66

SN Transactions with related parties during the year 31/03/2015 31/03/2014

a. Associate/group companies, firms, other entities: Loans / advances provided - 38340000

Share application money paid - 2600000

Purchase of share / securities - 9500000

Investments in equity shares - 17929970

b. Individuals having control:

Loans / advances provided - - Sale of share/sec urities - 14999550

c.

Key management personnel: Remuneration and Salary paid

494400

487483

Amounts payable 558000 270000

Notes: (1) ` 540000/- closing balance (2) 398725.19/- closing balances of these investments;

L) UUSegmental Information

Disclosures pursuant to AS 17 are not specified since the management is of the opinion that the Company significantly operates in a in a single business segment that is "Finance & Capital Markets" and the other reported activities are either unconventional/exceptional or un- comparable.

M) The Company is not registered as a ‘Non Banking Financial or Investment Company (NBFC)’ under the Reserve Bank of India Act, 1934 (RBI

Act) since the management of the Company is of the opinion that t he core business activity of the Company is ‘Financial Services’ and is only intermittently carrying on funding and investment activities which are incidental to accomplish the core business activities of the Company.

N) UUContingent Liability & Subsequent Events

All disputed and/or contingent liabilities are either provided for or disclosed as such, on the basis of mutual acceptances or depending on the management’s perception of its potential outcome. The management has taken adequate steps to provide sufficiently f or all known, anticipated or contingent liabilities. Events occurring after the balance sheet dat e up to the date of adoption of the financial statements, having a material bearing are considered while preparing the financial statements.

O) In respect of certain payments made for expenses or otherwise where, the payees’ acknowledgements and/or other supporting evidences of

payments were not available for our verification, the management confirms the propriety of the payments and of the debits given to the respective account heads. None of the revenue expenses are capitalised during the year or vice versa.

P) The balances of receivables and payables are subject to third party confirmations. The liabilities, assets, payables and receivables are

approximately of the value stated in the accounts and payable or receivable in the ordinary course of business.

Q) UUPrior Period Ite ms

The Company follows the accrual system of accounting, but provision for expenses is made on the basis of the materially c oncept and where ever ascertainable.

R) In the opinion of the management, there are no outstanding dues towards suppliers as defined under the “Micro, Small & Medium

Enterprises Development Act, 2006”.

S) Managerial Remuneration – The management has been paid a remuneration of Rs 360000/- during the year.

T) Retirement Benefits – The manag ement is of the opinion that provisions for employees retirement benefits are not required to be made.

U) Additional Information – Additional information pursuant to the applicable provisions of paragraph 5 of Part II of Schedule VI to the Act, to the extent not already reported elsewhe re:

SN Particulars 31/03/2015 31/03/2014

a. Expenditure in foreign exchang e 0 0 b. Earnings in foreign exchange 0 0 c. Imports (raw material, components/spares, capital goods) 0 0 d. Other remittances in foreign exc hange 0 0 e. Consumption of imported materials 0 0 f. Amounts set aside to or withdrawn from, any reserves 0 0 g. Dividends from or losses of subsidiary companies 0 0 h. Details of dividend remittances & non-resident shareholders 0 0

V) Previous year figures are regrouped or reclassified wherever necessary. Figures in brackets pertain to previous year. All figures have been rounded off to the nearest rupee.


NOTES TO BALANCE SHEET AS AT 31ST MARCH, 2015 Note No. 6 : FIXED ASSETS - TANGIBLE ASSETS

Particular Gross Carrying Amount Accumulated Depreciation Net Carrying Amount As at 1st

April, 2014 Additions Deductions As at 31st

March,2015 Up to 31st

March,2014 For the year Deduction Up to 31st

March,2015 As at 31st

March,2015 As at 31st

March,2014 Office Equipments Dies & Moulds Air Conditioners Computers

Total Rs.

Previous Year

59400

66000

-

-

-

-

59400 0 0

66000

54757

66000

4,643.00

-

-

-

59400 0 0

66000

0 0 0 0

4643.00

0 0

193934 - - 193934 189291 4,643.00 - 193934 0 4643.00

193934.00 0.00 0.00 193934.00 183828.00 5462.52 0.00 189290.52 4643.48 10105.52

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DEE KARTAVYA FINANCE LIMTED

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Form No. MGT-11 PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies Management and Administration) Rules, 2014]

CIN: L67190DL1990PLC039463

Name of the Company: Dee Kartavya Finance Limited Registered Office: 207, DEEPAK PLAZA, PLOT NO. 3, SEC - 9,

D.C. CHOWK, ROHINI Delhi: 110085

Name of the member(s)

Registered address:

E-mail Id:

Folio No. / Client Id

DP ID:

I/We, being the member(s) of ……….................…. shares of the above named Company, hereby appoint 1. Name: Address: E-mail Id: Signature: ___________________________or failing him/her 2. Name: Address: E-mail Id: Signature: ___________________________or failing him/her 3. Name: Address: E-mail Id: Signature: ___________________________or failing him/her as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 26th Annual General Meeting of the Company, to be held on 18th September, 2015 at 10:00 a.m. at Tivoli Grand Resort, Main G.T. Karnal Road, Opp Sai Baba Mandir, New Delhi, Delhi 110036, and at any adjournment thereof in respect of such resolutions as are indicated below:


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No. Description of Resolutions:

1. To receive, consider and adopt the Audited Profit & Loss Statement for the year ended 31st March, 2015, the Balance Sheet as on that date and the Reports of the Board of Directors and the Auditors thereon.

2.

To appoint M/s. Rakesh Parmar & Co., Chartered Accountants, as Statutory Auditors of the Company in place of M/s. R.V.Shah & Associates, the retiring Statutory Auditors showed unwillingness to get re-appointed, to hold office from the conclusion of this Annual General Meeting, until the conclusion of sixth Annual General Meeting to be held after this meeting, subject to ratification at every Annual General Meeting and to fix their remuneration for the financial year ending 31st March, 2016.

Signed this …… day of .......... 2015 Signature of shareholder(s) Signature of Proxy holder(s) Notes: 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting. 2. Any alteration or correction made to this Proxy form must be initialled by the signatory / signatories.

Affix Revenue Stamp


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DEE KARTAVYA FINANCE LIMITED 207, DEEPAK PLAZA, PLOT NO. 3, SEC - 9,

D.C. CHOWK, ROHINI Delhi: 110085

E-mail ID- [email protected], Website: www.deekartavya.com

(CIN: L67190DL1990PLC039463)

26TH ANNUAL GENERAL MEETING

(Members or their proxies are requested to present this form for admission, duly signed in accordance with their specimen signatures registered with the Company.)

DP Id * Client Id*

Regd. Folio No. No. of Shares

*Applicable for shares held in electronic form

Name(s) and address of the shareholder / Proxy in full:________________________________

I/we hereby record my/our presence at the 26th annual general meeting of the Company being held on Friday, the 18th day of September, 2015 at 10.00 a.m. at Tivoli Grand Resort, Main G.T. Karnal Road, Opp Sai Baba Mandir, New Delhi, Delhi 110036.

.

Please (√) in the box

MEMBER PROXY

_____________________________________

Signature of Shareholder / Proxy

ATTENDANCE SLIP



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Form No. MGT- 12

Polling Paper

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1) (c) of the Companies (Management and Administration) Rules, 2014

Name of the Company: Dee Kartavya Finance Limited Registered Office: 207, DEEPAK PLAZA, PLOT NO. 3, SEC - 9, D.C. CHOWK, ROHINI Delhi: 110085 CIN: L67190DL1990PLC039463 BALLOT PAPER S No Particulars Details 1. Name of the first named

2. Postal address

3. Registered F o l i o N o ./ *Client ID No. (*applicable to investors holding shares in dematerialized form)

4. Class of Share Equity Shares I hereby exercise my vote in respect of Ordinary enumerated below by recording my assent or dissent to the said resolutions in the following manner: No. Item No. No. of Shares

held by me I assent to the resolution

I dissent from the

1. To receive, consider and adopt the Audited Profit & Loss Statement for the year ended 31st March, 2015, the Balance Sheet as on that date and the Reports of the Board of Directors and the Auditors thereon.

2. To appoint M/s. Rakesh Parmar & Co., Chartered Accountants, as Statutory Auditors of the Company in place of M/s. R.V.Shah & Associates, the retiring Statutory Auditors showed unwillingness to get re-appointed, to hold office from the conclusion of this Annual General Meeting, until the conclusion of sixth Annual General Meeting to be held after this meeting, subject to ratification at every Annual General Meeting and to fix their remuneration for the financial year ending 31st March, 2016.


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Place:

Date: (Signature of the shareholder*)

(*as per Company records)


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IF UNDELIVERED, PLEASE RETURN, DEE KARTAVYA FINANCE LIMITED 207, DEEPAK PLAZA, PLOT NO. 3, SEC - 9, D.C. CHOWK, ROHINI Delhi: 110085

Documents

Dee Kartavya Finance LimitedSumit Sharma MD & CFO : DEE KARTAVYA FINANCE LIMITED 6 Notes: 1. A member entitled to attend and to vote at the meeting is also entitled to appoint a proxy