| Dear Members,
The Directors have pleasure in presenting their 34th Annual Report on
the business and operations of the Company together with the audited
financial statements for the financial year ended March 31st, 2015.
1. Financial Performance of the Company
The summarized consolidated and standalone financial performance of
your Company is as follows:
(Amount in Rs.)
STANDALONE
Particulars
2014-15 2013-14
Profit Before Tax & Provision 5,46,264 29,097
Less: Provision For Tax 4,04,795 8,729
Profit After Tax 1,41,469 20,368
Transfer to Statutory NBFC Reserve Fund 28,294 4,665
Profit/loss Brought for Appropriation (715,717) (731,420)
Profit/ Loss Available for Appropriation 141,469 20,368
Proposed Dividend Nil Nil
Tax on Proposed Dividend Nil Nil
Profit/ Loss Carried Forward (602,542) (715,717)
Basic/ Diluted Earnings Per Share 0.02 0.01
(Amount in Rs.)
Particulars CONSOLIDATED
2014-15 2013-14
Profit Before Tax & Provision 541,809 (7,429)
Less: Provision For Tax 4,04,795 8,729
Profit After Tax 1,37,014 (16,158)
Transfer to Statutory NBFC Reserve Fund 28,294 4,665
Profit/loss Brought for Appropriation (766,205) (745,146)
Profit/ Loss Available for Appropriation 137,014 (16,158)
Proposed Dividend Nil Nil
Tax on Proposed Dividend Nil Nil
Profit/ Loss Carried Forward (643,257) (766,205)
Basic/ Diluted Earnings Per Share 0.01 0.00
2. Dividend
Your Directors have not recommended any dividend for the financial year
2014-15.
3. Transfer Of Unclaimed Dividend To Investor Education And Protection
Fund
The provisions of Section 125(5) of the Companies Act, 2013 do not
apply on the company as no dividend has been declared during the year.
4. Public Deposits
Being a non-deposit taking Company, your Company has not accepted any
deposits from the public within the meaning of the provisions of the
Non-Banking Financial Companies Acceptance of Public Deposits (Reserve
Bank) Directions, 1998.
5. Reserves
Your Directors have proposed to transfer amount of Rs. 28,294/- to
Statutory NBFC Reserve Fund during the year.
5. Brief description of the Company's working during the year/ State of
Company's affair
Your Company being a Non Banking Financial Company (NBFC) is currently
engaged in the financial activities. The business of the Company
largely depends on the policies by the Reserve Bank of India, Ministry
of Finance as well as Global volatility in the financial market.
The company has resumed its operation this financial year (2014-15):
Particulars Standalone Consolidated
(Rupees in lacs) (Rupees in lacs)
Revenue 101.97 102.46
Expenditure 96.50 97.05
Profit before tax 5.46 5.42
6. Change in the nature of business, if any
The Company has not changed its nature of business during the year.
7. Material Changes and Commitments, if any, affecting the Financial
Position of the Company
There is no such material change and commitment affecting the financial
position of your Company which have occurred between the end of the
financial year of your Company to which the financial statements relate
and the date of the report.
8. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements.
The directors, have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
9. Details of Subsidiarv/Joint Ventures/Associate Companies
The Statement in Form AOC-I containing the salient feature of the
financial statement of your Company's subsidiaries, associates and
joint venture companies pursuant to first proviso to Section 129(3) of
the Companies Act, 2013 (Act) read with Rule 5 of the Companies
(Accounts) Rules, 2014, forms part of the Annual Report. Further, in
line with Section 129(3) of the Act read with the aforesaid Rules, the
Listing Agreement with the Stock Exchanges and in accordance with the
Accounting Standard 21 (AS-21), Consolidated Financial Statements
prepared by your Company include financial information of its
subsidiary companies.
The following are the wholly owned subsidiaries of the Company:
a. Dhansubh Exim Pvt. Ltd.
b. Nishdin Vintrade Pvt. Ltd.
c. Bhooteshwar Barter Pvt. Ltd.
d. Brightful Retailers Pvt. Ltd.
e. Gajrup Management Pvt. Ltd.
10. Statutory Auditors
M/s GORA 6b CO, Chartered Accountants, have been re-appointed as
Statutory Auditors of the company till the conclusion of the Annual
General Meeting of the company to be held in the year 2018 (subject to
ratification of their re- appointment at even,' AGM) and the Directors
of the Company shall fix the remuneration from time to time in
consultation with the Audit Committee.
11. Auditors* Report
The observations made by the Auditors are self- explanatory and do not
require any further clarification. Further, the explanations or
comments by the Board on every qualification, reservation or adverse
remark or disclaimer made by the auditor in his report is annexed.
12. Familiarisation Programme for Independent Directors
In terms of Clause 49{II)(B}(7) of the Listing Agreement, your Company
is required to conduct the Familiarisation Programme for Independent
Directors (IDs) to familiarise them about their roles, rights,
responsibilities in your Company, nature of the industry in which your
Company operates, business model of your Company, etc., through various
initiatives. The details of such familiarization programmes are
available on your Company's website www.kartavya.info and a link to the
said programmes has been provided elsewhere in this Annual Report.
13. Extract of Annual Return
An extract of Annual Return as on the financial year ended on March 31,
2015 in Form No. MGT-9 as required under Section 92(3) of the
Companies Act, 2013 read with Rule 12(1) of the Companies (Management
and Administration) Rules, 2014, is set out as an annexure to the
Directors' Report and forms part of this Annual Report.
14. Share Capital
Issue of equity shares with differential rights
The Company has not issued any of its securities with differential
rights during the year under review.
Buy Back of Securities
The company has not bought back any of its securities during the year
under review.
Sweat Equity, Bonus Shares & Employee Stock Option Plan
The company has neither issued sweat equity or bonus shares nor has
provided any stock option scheme to the employees.
Preferential Issue of Capital
The company has issued 58,13,000 equity shares of Rs 10/- each amounted
to Rs. 58,130,000/- on preferential basis to Non- Promoters during the
year.
15. Conservation of energy. Technology absorption and Foreign exchange
earnings and Outgo
The provisions of section 134(m) of the Companies Act 2013 regarding
the disclosure of particulars of conservation of energy and technology
absorption prescribed by the rules Eire not applicable to our company.
The company does not have any Foreign Exchange transactions during the
financial year.
16. Corporate Social Responsibility (CSR)
As the company does not have net worth of rupees five hundred crore or
more, or turnover of rupees one thousand crore or more or a net profit
of rupees five crore or more during any financial year, the disclosures
as per Rule 9 of Companies (Corporate Social Responsibility Policy)
Rules, 2014 is not applicable.
17. Directors:
A) Changes in Directors and Key Managerial Personnel
Pursuant to the Resolution of the Board of Directors passed at its
meeting,
i) Mr. Manish Trivedi who has been appointed as a director w.e.f. 29th
September, 2000 resigned from his directorship w.e.f. 30th June, 2014.
ii) Mr. Raj Kumar Sharma and Mrs. Vinita Agarwal have been appointed as
an Independent Non Executive director w.e.f. 30th June, 2014.
iii) Mr, Ashish Trivedi has been appointed as the Managing Director of
the company w.e.f. 1st July 2014
iv) Ms. Priya Kedia has been appointed as the Company Secretary of the
Company w.e.f 1st August, 2014.
v) Mr. Om Prakash Trivedi, director of the company will also be
appointed as the Chief Financial Officer w.e.f 29th May, 2015.
B) Declaration by an Independent Director(s) and re- appointment
Mr. Raj Kumar Agarwal and Ms. Vinita Agarwal, Independent Directors of
the Company have confirmed that they fulfilled all the conditions of
the Independent Directorship as laid, down in sub-section (6) of
Section 149 of the Companies Act, 2013 and the rules made there under
and the same have been noted by the Board.
C) Formal Annual Evaluation
In compliance with the Schedule IV of the Companies Act 2013, a meeting
of the Independent Directors of the company was held to review and
evaluate the performance of the Non- Independent Directors and the
chairman of the company taking into account the views of the Executive
Directors and Non- Executive Directors, assessing the quality, quantity
and timeliness of flow of information between the company management
and the Board and also to review the overall performance of the Board.
The meeting of the company was held on 6th February, 2015, wherein the
performance of the Board as a whole was evaluated.
18. Number of meetings of the Board of Directors
Seven Meetings of the Board of Directors were held during the financial
year 2014-15. These were held on the following dates:
i) 28/05/2014, ii) 06/06/2014, iii) 28/07/2014, iv) 01/08/2014, v)
04/11/2014, vi) 06/02/2015, vii) 27/03/2015
19. Audit Committee
Composition of the Audit committee is in accordance with the
requirements of section 177 of the Companies Act 2013 which is stated
below:
Name Designation
Raj Kumar Sharma Chairman
Ashish Trivedi Member
Vinita Agarwal Member
20. Order of Court
The company is not subject to any legal proceedings and claims which
will have a material or adverse effect on the going concern status or
company's operations or financial conditions.
21. Sexual Harassment Of Women At Work Place
The Company has in place a policy in line with the requirements of The
Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are covered
under this Policy. There were nil complaints received during the year
under review.
22. Details of establishment of vigil mechanism for directors and
employees
Pursuant to sub-section (9) & (10) of section 177 of the Companies Act,
2013, read with rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, the Company has established a Whistle Blower
Policy (Vigil mechanism) for Directors and Employees of the Company to
report their genuine concerns or grievances. The policy was approved by
the Board of Directors of the Company at its meeting held on 28th July,
2014 and the Audit Committee was empowered by the Board of Directors to
monitor the same and to report to the Board about the complaints in an
unbiased manner.
23. Nomination and Remuneration Committee
Composition of the Nomination & Remuneration Committee is in accordance
with the requirements of section 178(1) of the Companies Act 2013. The
composition is as under:
Name Designation
Raj Kumar Sharma Chairman
Om Prakash Trivedi Member
Vinita Agarwal Member
24. Particulars of Loans. Guarantees or Investments
Loans, guarantees or investments covered under section 186 of the
Companies Act, 2013 form part of the notes to the financial statements
provided in this Annual Report,
25. Particulars Of Contracts Or Arrangements With Related Parties:
Your company has no material individual transactions with its related
parties which are covered under section 188 of the Companies Act, 2013,
which are not in the ordinary course of business and not undertaken on
an arm's length basis during the financial year 2014-15.
26. Managerial Remuneration:
The Company earned minimal profit during the year so the Company has
not provided any Managerial Remuneration to the Directors.
27. Secretarial Audit Report
The Secretarial Audit Report has been given by M/s Raghunath Mandal,
Company Secretaries and there is no qualification, reservation or
adverse remark or disclaimer made by the company secretary in the
secretarial audit report.
28. Corporate Governance Certificate
The Corporate Governance certificate from the auditor regarding
compliance of conditions of corporate governance as stipulated in
Clause 49 of the Listing agreement has been annexed with the report.
29. Corporate Governance and Management Discussion & Analysis Reports
The Corporate Governance Report and Management Discussion & Analysis
Report has been annexed with the report.
30. Risk management policy
The company does not have any Risk Management Policy as the element of
risk threatening the Company's existence is very minimal.
31. Operational Review
The Company discloses standalone unaudited financial results on a
quarterly basis, standalone audited financial results on an annual
basis and consolidated audited financial results on an annual basis.
Your Company has complied with all the norms prescribed by the Reserve
Bank of India (RBI) including the Fair practices, Anti Money Laundering
and Know Your Customer (KYC) guidelines.
32. NBFC Company
The Company is engaged in the Business of Non Banking Financial
Institution and it has obtained a certificate of Registration from the
Reserve Bank of India. The Company has not accepted any deposit from
the public. The Company has complied with the prudential norms relating
to the Income Recognition, Accounting Standards, asset classification
and provisioning for bad and doubtful debts as applicable to it in
terms of Non Banking Financial (Non Deposit Accepting or Holding)
Companies Prudential Norms (Reserve Bank) Directions -2007.
Non banking Finance Companies (NBFCs) like Asset Finance Companies
(NBFC-AFCs) and Infrastructure Finance Companies (NBFC-IFCs) form an
integral part of the financial fabric of the Indian economy. Most of
the banks are unable to cater to the finance needs of micro, small and
medium enterprises (MSMEs) and it is these NBFCs which bridge the gap
and act as an extended arm of the banking system in India.
During the year under review, several regulatory changes took place in
the NBFC space. The important ones are mentioned hereafter:
* NBFCs desirous of issuing cobranded prepaid instruments need to apply
for one-time approval from RBI.
* RBI simplified documentation for NBFC registration.
* No Debenture Redemption Reserve is required to be created by NBFCs
for privately placed debentures and only 25 per cent is required in
case of publicly issued debentures.
* Banks have been allowed to engage non-deposit taking NBFCs (NBFCNDs)
as Business Correspondents (BCs) provided (a) there is no comingling of
bank funds and those of NBFC-ND appointed as BC, and (b) there is a
specific contractual agreement between bank and NBFC-ND to ensure that
all possible areas of conflict of interest are adequately taken care
of.
* Any NBFC with asset size of Rs. 1,000 crore or more can participate
in interest rate futures market in recognized stock exchanges as
trading members subject to RBI / SEBI guidelines.
* NBFCs with asset size of Rs. 1,000 crore or more need to report
online to stock exchanges information on shares pledged in their favour
by borrowers for availing loans RBI limited the amount NBFCs can lend
against shares pledged as collateral to 50 per cent of the value of
shares.
* NBFCs are subject to different regulations when it comes to loans to
volatile sectors such as capital market and real estate.
* In case of FDI in NBFCs, minimum capitalization shall include share
premium received along with the face value of the share, only when it
is received by the company upon issue of the shares to the nonresident
investor.
* A panel set up by RBI has recommended that NBFCs, along with banks,
should undertake 360 degree feedback in order to ensure a transparent
and comprehensive performance assessment that can adequately
differentiate performance among employees.
* NBFCs now figure among the list of eligible entities which can
promote a Small Finance Bank subject to fulfilment of other eligibility
criteria NBFCs with minimum net worth of Rs. 500 crore and with
consistent track record of distributable profit for last 3 years and
with rating of not less than 'AA-' or equivalent will be eligible to
file shelf prospectus for public issue of debt securities.
* RBI relaxed guidelines for issuance of private placement of NCDs
(maturity of more than 1 year) by NBFCs. Guidelines stipulated for 2
categories - (a) issuance can be with a maximum subscription of less
than Rs. 1 crore (Category A) and (b) can be with minimum subscription
of Rs. 1 crore (Category B), which can be unsecured and such unsecured
debentures will not be treated as public deposits.
* RBI aligned loan restructuring norms of NBFCs with those of banks in
order to minimize risk of defaults NBFCs planning to provide investment
advisory services need to obtain approvals from both RBI and SEBI.
* NBFCs with minimum asset size of Rs. 500 crore to be empowered to
enforce security interest in NPAs and the SARFAESI Act, 2002 to be
amended to this effect.
* For NBFCs, the security for the debentures by way of charge or
mortgage shall be created in favour of the debenture trustee on any
movable property of the NBFC which in case of any other Company shall
only be created on specific movable property.
33. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors
confirm that-
(?) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors 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 and
loss of the company for that period;
(c) the directors have 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;
(d) the directors have prepared the annual accounts on a going concern
basis;
(e) the directors, have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively, and
(f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
34. Acknowledgements
Your Directors would like to express their appreciation of the
co-operation and assistance received from the shareholders, bankers and
other business constituents during the year under review
For and on behalf of the Board of Directors
Sd/ Sd/
Ashish Trivedl Om Prakash Trivedi
Managing Director Chief Financial Officer & Director
Din: 00402252 Din: 02658047
Place: Kolkata
Date: 29th May, 2015
|