MANAGEMENT DISCUSSION & ANALYSIS
Dear Members,
Your Directors present before you the 30th Annual Report together with
Audited Accounts for the year ending 31st March 2019.
1. Financial summary or highlights/Performance of the Company
The financial performance of the Company, for the year ended 31st March 2019
is summarized below:
| Financial Results |
Year Ended 31st March 2019 |
Year Ended 31st March 2018 |
|
(Rs.) |
(Rs.) |
| Gross Income |
8467546.00 |
1,01,27,698.00 |
| Profit Before Interest & Depreciation |
(862606.50) |
1,28,874.26 |
| Finance Charge |
- |
- |
| Gross Profit |
(862606.50) |
1,28,874.26 |
| Provision for Depreciation |
- |
- |
| Exceptional Items |
- |
- |
| Net Profit Before Tax |
(862606.50) |
1,28,874.26 |
| Net Profit After Tax |
(905652.50) |
(2,51,847.82) |
2. DIVIDEND
The Board of Directors of the company is not recommending any dividend for the
Financial Year 2018-19 in view of current financial outlook.
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 124(5) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid during the last financial year and any preceding financial
years.
4. TRANSFER TO RESERVE
The Board of Directors of the company proposes not to transfer any fund out of its
total profit to the Reserve.
5. STATE OF COMPANYS AFFAIRS
Your Directors are optimistic about companys business and hopeful of better
performance in next Year.
6. CHANGE IN NATURE OF BUSINESS
There have been no significant changes in the nature of business.
7. MATERIAL CHANGES EFFECTING THE FINANCIAL POSITION OF THE COMPANY
No events/material changes have occurred after the balance sheet date till the date of
the report which may affect the financial position of the company.
8. NUMBER OF BOARD MEETINGS HELD
The Board of Directors met 6 (Six) times i.e., 30/05/2018, 06/08/2018, 14/08/2018,
01/09/2018, 14/11/2018, 14/02/2019.
9. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES
The Company does not have any Subsidiary, Joint venture or Associate Company.
10. FIXED DEPOSITS
The Company has not raised any Fixed Deposits during the year.
11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS
There are no significant and material orders passed by Regulators/Court/Tribunals
against the company.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans given, guarantees or investments made by the Company under
Section 186 of the Companies Act, 2013 during the financial year 2018-19 are given in the
notes to the Financial Statements of the Company. However your Company has fully complied
with the provision of Section 186 of Companies Act 2013.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the transactions/contracts/arrangements of the nature as specified in 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
14. DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) DETAILS
During the year under review no director was appointed and Mr. Nishant Chhajer has
resigned w.e.f from 16th July, 2019 from the Board and none of the Directors
are disqualified under Section 164 of the Companies Act, 2013. In accordance with the
provisions of the Act and the Articles of Association of the Company, Mr. Navratan Kalwani
(DIN: 06661232), is retiring by rotation and has offered himself for re- appointment.
15. COMPANY POLICY ON DIRECTORS APPOINTMENTS AND REMUNERATION
The Company has a Nomination and Remuneration Committee (NRC) and the details of the
Committee and the terms of reference of the NRC Charter are set out in the Corporate
Governance Report, which is part of the Boards Report. The Companys Policy for selection
and appointment of Directors and their remuneration is based on its NRC policy which,
inter alia, deals with the manner of selection of the Board of Directors and such other
matters as provided under section 178(3) of the Act and SEBI Listing Regulations. This
Policy is accordingly derived from the said Charter and the scope of NRC is set out in the
Corporate Governance Report.
16. DECLARATION BY AN INDEPENDENT DIRECTOR(S)
A declaration by an Independent Director that they meet the criteria of independence as
provided in sub-section (6) of Section 149 of the Companies Act, 2013 and the Regulations
16(1) (b) of the SEBI Listing Regulations.
17. AUDITORS
i) Statutory Auditors
The Statutory Auditors, M/s. Motilal & Associates, Chartered Accountants (FRN.
106584W), were appointed as a Statutory Auditors of the Company for a period of 5 years
have given their consent and are eligible to continue as Statutory Auditors of the Company
subject to ratification by members at every Annual General Meeting.
The Ministry of Corporate Affairs has notified amendments in the provisions of Section
139 of the Companies Act, 2013 and rules made thereunder with effect from 7th May,
2018. Pursuant to the said amendments, the requirement for ratification of appointment of
Statutory Auditors by the Shareholders at every subsequent Annual General Meeting till the
conclusion of their tenure has been done away with.
ii) Secretarial Auditor
The Board had appointed Ms. Namita Agarwal & Co., Practicing Company Secretary (ACS
– 38222) to undertake the Secretarial Audit of the Company. The Report of the
Secretarial Audit Report for the Financial Year 2018-19 in the Form MR-3 is annexed
herewith as ‘Annexure 3.
18. EXPLANATION ON AUDITORS REPORT
Auditors (Statutory Auditor & Secretarial Auditor) had not made any qualification
or did not make any adverse remark in their report regarding financial statements.
Therefore, there is no need for any clarification or any comment on Auditors report.
19. 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 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.
20. RISK MANAGEMENT POLICY
Risks are events, situations or circumstances which may lead to negative consequences
on the Companys businesses. Risk Management is a structured approach to manage
uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the
Company and key risks will now be managed within a unitary framework. As a formal
roll-out, all business divisions and corporate functions will embrace risk Management
Policy and Guidelines, and make use of these in their decision making. Key business risks
and their mitigation are considered in the annual/strategic business plans and in periodic
management reviews. The risk management process in our multi-business, multi-site
operations, over the period of time will become embedded into the Companys business
systems and processes, such that our responses to risks remain current and dynamic.
21. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Your Directors re-affirm their commitment to the Corporate Governance standards
prescribed by Securities and Exchange Board of India codified as per the applicable
Regulations read with Schedule V of Securities and Exchange Board of India (Listing
Obligation and Disclosure Requirements) Regulation, 2015 with Stock Exchanges. Corporate
Governance and Management Discussion and Analysis Report as well as Corporate Governance
compliance certificate by Auditor are set out in separate Annexure to this report.
22. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Company has adopted a policy for prevention of Sexual Harassment of Women at workplace
and Company has not received any complaint of harassment.
23. CORPORATE SOCIAL RESPONSIBILITIES ACTIVITIES
The Provisions related to Corporate Social Responsibility as per Companies Act, 2013
read with Rules is not applicable to the company during the year.
24. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 your Directors confirm:
i) That in the preparation of the Annual Accounts, the applicable accounting standards
had been followed;
ii) That they have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
profit of the Company for that period;
iii) That they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv) That they have prepared the Annual Accounts on a ‘Going Concern basis.
v) That they have laid down internal financial controls in the Company that are
adequate and were operating effectively.
vi) That they have devised proper systems to ensure compliance with the provisions of
all applicable laws and these are adequate and are operating effectively.
25. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Board of Directors (Board) has devised systems, policies and procedures/
frameworks, which are currently operational within the Company for ensuring the orderly
and efficient conduct of its business, which includes adherence to Companys policies,
safeguarding assets of the Company, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records and timely preparation of reliable
financial information. In line with best practices, the Audit Committee and the Board
reviews these internal control systems to ensure they remain effective and are achieving
their intended purpose. Where weaknesses, if any, are identified as a result of the
reviews, new procedures are put in place to strengthen controls. These controls are in
turn reviewed at regular intervals.
26. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
A) Conservation of Energy : Nil
B) Technology Absorption : Nil
There is no earning & expenses in foreign exchange during the period. Expenses none
of the employees are covered by the provisions contained in Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
27. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulation 2015, 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.
28. RELATED PARTY TRANSACTIONS
The Board of Directors of the Company has adopted a policy to regulate transactions
between the Company and its related parties in compliance with the applicable provisions
of Companies Act, 2013 and SEBI (LODR) Regulation, 2015. The disclosure of related party
transactions is made as per AS-18 in the Notes to Financial Statements.
29. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
30. LISTING WITH STOCK EXCHANGES
The Company confirms that it has listed with Bombay Stock Exchange Limited, present
status of the company on BSE Stock Exchange is Suspended with respect to the BSE Notice
No. 20150818-10 dated 18 August 2015.
31. 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 Companys 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.
32. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9, as required
under Section 92 of the Companies Act, 2013 is enclosed as a part of the Report in Annexure
2.
33. ACKNOWLEDGEMENT
Your Directors take this opportunity to express their grateful appreciation for the co-
operation and guidance received from the Regulators, Central & State Govts., Bankers
as well as the Shareholders during the year. Your Directors also wish to place on record
their appreciation for the devoted and dedicated service rendered by all the employees of
the Company.
|
For and on behalf of the Board |
|
Dee Kartavya Finance Limited |
|
Sd/- |
|
Navratan Kalwani |
|
Director |
|
DIN 06661232 |
| Registered office: |
|
| Abdul Zabbar, A-165/D1 Block-A |
|
| Sanjay Colony, Bhatti Mines |
|
| Near Alu More New Delhi-110074 |
|
| Date: 04.09.2019 |
|
| Place: Delhi |
|
+91-9892691696
