˘ ˇˆ ˙ ˝ˆ˛ˆ...6 ASTHA JAIN 60000 Others 7 BASUDEO PARASAD 80000 Others 8 BIJAY KUMAR AGARWAL 80000 Others 9 BIJAY KUMAR AGARWAL HUF 80000 Others 10 BINAY KUMAR SINGH 80000

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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 �

2. Notice of Annual General Meeting �

3. Director’s Report & Management Discussion & Analysis

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4. Report on Corporate Governance 40

5. CEO Certificate 53

6. Compliance Certificate 54

7. Financial Statement ��

8. Attendance slip and Proxy Form 70

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Corporate Information

BOARD OF DIRECTORS

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

COMPLIANCE OFFICER

Ms. Ritu Daga Address: C/o. Aggarwal Marketing Co. 945, Chhota Chhipiwara, Chawri Bazar,

Delhi - 110 006 Email Id: [email protected]

AUDITORS

M/s. Manoj Mehta & Co. Chartered Accountants

591-A, 2nd Floor, JSS Road (Princess Street), Mumbai – 400002

BANKER

HDFC Bank Limited Fort Branch

Mumbai

REGISTERED OFFICE

C/o. Aggarwal Marketing Co. 945, Chhota Chhipiwara, Chawri Bazar,

Delhi - 110 006

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

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Notice of Annual General Meeting

Notice is hereby given that the TWENTY FIFTH ANNUAL GENERAL MEETING of the Members of the Dee Kartavya Finance Limited will be held at the at P Restaurant, GT Centre,

Rohini, Delhi on 30th September, 2014 at 10:30a.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, 2014 along with the reports of the Directors and Auditors thereon.

“RESOLVED THAT the draft of audited balance sheet as at 31st March, 2014, profit & loss account for the year ended on that date along with schedules and notes thereon as placed before the board be and are hereby approved.”

2. To Appoint M/s. R V Shah & Associates., Chartered Accountants, as Statutory Auditor of the

Company and to fix their remuneration.

“RESOLVED THAT pursuant to provisions of Section 139 and other applicable provisions, if any,

of the Companies Act, 2013 and the rules framed thereunder (including any statutory modification(s)

or re-enactment thereof for the time being in force), M/s R V Shah & Associates., Chartered Account

(Firm Registration no. 133958W), , be and are hereby appointed as the Statutory Auditors of the

Company to hold office from the conclusion of the forthcoming Annual General Meeting (AGM) till

the conclusion of the AGM to be held in the year 2024, subject to ratification of their appointment at

every AGM, on such remuneration plus service tax and reimbursement of out-of-pocket and travelling

expenses etc., as may be mutually agreed between the Board of Directors of the Company and the

Auditors.”

SPECIAL BUSINESS:

1. To consider and if thought fit, to pass, with or without modification(s), the following resolutions as an


INCREASE IN AUTHORISED CAPITAL

“RESOLVED that pursuant to the provisions of Section 61and 64 and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) Authorised Share Capital of the Company be and is hereby increased from the existing Rs. 13,50,00,000/- (Rupees Thirteen Crore Fifty Lac only) divided into 1,35,00,000 (One crore Thirty five lac) Equity Shares of Rs. 10/- (Rupees ten only) each to Rs. 27,55,00,000/- (Rupees Twenty Seven

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Crore Fifty Five Lac only) divided into 2,75,50,000 (Two crore Seventy five lac Fifty Thousand Only) Equity Shares of Rs. 10/- (Rupees ten only) each by creation of additional 14,05,00,000 (Fourteen crore Five Lac lac Only) of Rs. 10/- (Rupees ten only) each.

RESOLVED FURTHER THAT pursuant to Section 13 and all other applicable provisions of the Companies Act, 2013, the existing Clause V of the Memorandum of Association of the Company be and is hereby substituted with the following new Clause V:

V. The Authorised Share Capital of the Company is Rs. 27,55,00,000/- (Rupees Twenty Seven Crore Fifty Five lac Only) divided into 2,75,50,000/- (Two Crore Seventy Five Lac fifty Thousand) Equity Share of face value of Rs. 10/- (Rupees Ten) each.”

2. To consider and if thought fit, to pass, with or without modification(s), the following resolutions as an


“RESOLVED THAT pursuant to section 149, 150, 152, 160 read with Schedule IV and all other applicable provisions of Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules,2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and clause 49 of Listing Agreement, with the Stock Exchanges, Ms. Varsha Murarka (DIN : 05207959), who was appointed as a Director of the Company effective from February 09th, 2013 by the Board of Directors, be and is hereby appointed as an Independent Director of the company to hold office for a period of 5 (five) consecutive years for a term upto 31st March, 2019 not liable to retire by rotation.”

3. To consider and if thought fit to pass with or without modification(s), the following resolution as an

Ordinary Resolution:

“RESOLVED THAT pursuant to section, 152, 160 read with Chapter XI and all other applicable provisions of Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules,2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and clause 49 of Listing Agreement, with the Stock Exchanges, Mr. Navratan Kalwani (DIN :06661232), who was appointed as an Additional Director of the Company effective from August 14, 2013 by the Board of Directors and who holds office until the date of the Annual General Meeting, pursuant to Section 161 of Companies Act, 2013 and in respect of whom the Company has received a notice under Section 160 of Companies Act, 2013, proposing his candidature, be and is hereby appointed as an Independent Director of the company to hold office for a period of 5 (five) consecutive years for a term upto 31st March, 2019 not liable to retire by rotation.”


Ordinary Resolution:

“RESOLVED THAT pursuant to section 149, 150, 152, 160 read with Schedule IV and all other applicable provisions of Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules,2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and clause 49 of Listing Agreement, with the Stock Exchanges, Mr. Tarun Sethi (DIN : 06694151), who was appointed as an Additional Director of the Company effective from September 18, 2013 by the Board of Directors and who holds office until the date of the Annual General Meeting, pursuant to Section 161 of Companies Act, 2013 and in respect of whom the Company has received a notice under Section 160 of Companies Act, 2013, proposing his candidature, be and is hereby appointed as an Independent Director of the company to hold office for a period of 5 (five)

consecutive years for a term upto 31st March, 2019 not liable to retire by rotation.”

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5. To consider and if thought fit, to pass, with or without modification(s), the following resolution

as a SPECIAL RESOLUTION:

ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS TO THE NON -

PROMOTERS OF THE COMPANY:

“RESOLVED THAT in accordance with the provisions of Section 42, 62 and all other applicable provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof for the time being in force), and pursuant to the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (the “SEBI (ICDR) Regulations, 2009”) as in force, and subject to the regulations/guidelines, if any, issued by the Government of India, the Reserve Bank of India and any other applicable laws, rules and regulations (including any amendment thereto or re-enactment thereof for the time being in force) and the relevant provisions of the Memorandum and Articles of Association of the Company and Listing Agreement entered into by the Company with the Stock Exchanges where the shares of the Company are listed, and subject to such approvals, consents, permissions and sanctions as may be required from the Government of India, Reserve Bank of India, Securities and Exchange Board of India, Stock Exchanges and any other relevant statutory, governmental authorities or departments, institutions or bodies (“Concerned Authorities”) in this regard and further subject to such terms and conditions or modifications thereto as may be prescribed or imposed by any of the Concerned Authorities while granting such approvals, and permissions as may be necessary or which may be agreed to by the Board of Directors of the Company (hereinafter referred to as “the Board”, which term shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise the powers conferred on the Board by this Resolution), the consent of the Company be and is hereby accorded to the Board to offer, issue and allot upto 1,48,86,000 (One Crore Forty Eight Lakhs and Eighty Six Thousand Only) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each of the Company to the group of Strategic Investors (Including New & Existing Investors of the Company), not forming part of the Promoter Group of the Company, on Preferential Basis at an Issue Price of Rs. 10/- (Rupees Ten Only) per equity share, aggregating to Rs. 1,48,860,000/- (Rupees Fourteen Crore Eighty Eight lakhs Sixty Thousand Only) in compliance with Chapter VII of the SEBI (ICDR) Regulations, 2009 and subsequent amendments thereto, and on such terms and conditions and in such manner as the Board may in its absolute discretion deem fit to the following entities as mentioned below:

SL.

No. Name Quantity

Allottee

is : QIB

/ MF /

FI /

Trust /

Banks/

1 ADRIJA AGARWAL 80000 Others

2 AJAY KUMAR GOYANKA 80000 Others

3 AJAY KUMAR GOYANKA HUF 80000 Others

4 ARIHANT JAIN 60000 Others

5 ARJUN LAL GUPTA HUF 40000 Others

6 ASTHA JAIN 60000 Others

7 BASUDEO PARASAD 80000 Others

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8 BIJAY KUMAR AGARWAL 80000 Others

9 BIJAY KUMAR AGARWAL HUF 80000 Others

10 BINAY KUMAR SINGH 80000 Others

11 DIPIKA AGARWAL 80000 Others

12 GAYATRI DEVI AGARWALA 80000 Others

13 LALIT KUMAR JAIN 60000 Others

14 MAHABIR PRASAD AGARWAL 80000 Others

15 MAHENDRA KUMAR JAIN 60000 Others

16 MANJU DEVI 80000 Others

17 MANSI AGARWAL 80000 Others

18 NIRU AGARWAL 80000 Others

19 PARAS AGARWAL 80000 Others

20 PRADEEP KUMAR TULSYAN 80000 Others

21 PUSHPA SINGH 80000 Others

22 RAMESH CHANDRA GUPTA 80000 Others

23 RAMGOPAL SINGHANIA 40000 Others

24 RISHABH JAIN 60000 Others

25 RISHI AGARWAL 80000 Others

26 SANCHIT AGARWAL 80000 Others

27 SARITA JAIN 60000 Others

28 SHASHANK SHEKHAR 80000 Others

29 SHISHIR AGARWAL 80000 Others

30 SMITA AGARWAL 80000 Others

31 SUJEET ARYA 80000 Others

32 SUMAN JAIN 60000 Others

33 TAPAN KUMAR AGARWALA 80000 Others

34 VIBHOR SINGH 80000 Others

35 VIJAY KUMAR GUPTA 80000 Others

36 VIKASH KUMAR AGARWALA 80000 Others

37 VIKRAMADITYA JAISWAL 80000 Others

38 SARASWATI AGARWAL 80000 Others

39 DAMBARRUDHAR AGARWAL 80000 Others

40 GHASIRAM AGARWAL 80000 Others

41 NEHA AGARWAL 80000 Others

42 NEHA AGARWAL (W/O DINESH AGARWAL) 80000 Others

43 NISHA AGARWAL(W/O ANUP AGARWAL) 80000 Others

44 PRANAY KUMAR SINGHANIA 80000 Others

45 ROSHAL LAL AGARWAL 40000 Others�

46 BIMAL KUMAR AGARWAL 40000 Others�

47 DEEPAK JAIN (HUF) 40000 Others�

48 SNEHA SEHGAL 60000 Others�

49 POONAM SEHGAL 60000 Others�

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50 RITU SEHGAL 60000 Others�

51 ADITI GARG 80000 Others�

52 VISHAL GARG 80000 Others�

53 AASHISH GARG 80000 Others�

54 RAJ KUMAR KEJRIWAL 80000 Others�

55 RAJ KUMAR KEJRIWAL HUF 80000 Others�

56 PADMA KEJRIWAL 80000 Others�

57 MAYANK KEJRIWAL 80000 Others�

58 MAYANK KEJRIWAL HUF 80000 Others�

59 VARSHA KEJRIWAL 80000 Others�

60 MAHENDRA KUMAR KHETAN 60000 Others�

61 VIVEK KHETAN 60000 Others�

62 VISHA KHETAN 60000 Others�

63 AGHOR KUMAR DUDHWEWALA 60000 Others�

64 AGHOR KUMAR DUDHWEWALA HUF 60000 Others�

65 SANGITA DUDHWEWALA 60000 Others�

66 AKKAL DUDHWEWALA 60000 Others�

67 SUDHA AGARWAL 160000 Others�

68 NIRANJAN KUMAR & SONS HUF 80000 Others�

69 NIRAJ JAIDEV ARYA 60000 Others�

70 VIKASH KUMAR ARYAHUF 60000 Others�

71 NANKRAM TEKWANI HUF 60000 Others�

72 RAKESH KUMAR DUGAR 100000 Others�

73 MUKESH KUMAR DUGAR 120000 Others�

74 RAKSHA JINDAL 60000 Others�

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75 RASHMI JINDAL 60000 Others�

76 RAJESH KUMAR JINDAL 60000 Others�

77 VIBHA MADHUSUDAN MEHADIA 120000 Others�

78 ASHISH DESHMUKH HUF 120000 Others�

79 ASIAN CAPITAL MARKET LIMITED 60000 Others�

80 HARIRAM GARG 60000 Others�

81 GREENEX CHEMICALS PVT LTD 60000 Others�

82 RAJENDRAN SABANAYAGAM 60000 Others�

83 RAJENDRAN SABANAYAGAM HUF 60000 Others�

84 AARSHITA JAIN 160000 Others�

85 ALKA MARDIA 60000 Others�

86 ARTI VIJAY KADAM 80000 Others�

87 DATTARAM DAULAT KADAM 80000 Others�

88 NIRMALA DATTARAM KADAM 80000 Others�

89 VIJAY DATTARAM KADAM (HUF) 80000 Others�

90 DATTARAM D.KADAM (HUF) 80000 Others�

91 SUNIL KUMAR MOHANLAL GADIA HUF 60000 Others�

92 SANJAY KUMAR MOHANLAL GADIA HUF 60000 Others�

93 SHAMBHUNATH DEBIPRASAD KATARUKA 40000 Others�

94 MEERA SHAMBHUNATH KATARUKA 40000 Others�

95 SHAMBHUNATH DEBIPRASAD KATARUKA HUF

40000 Others�

96 SUNIL KUMAR GARG 60000 Others�

97 ANIL KUMAR GARG 60000 Others�

98 SURAJ BHAN GARG 60000 Others�

99 RAJIV KUMAR GARG 60000 Others�

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100 LAXMI DEVI GARG 60000 Others�

101 SANDIP BAJAJ 60000 Others�

102 RITU BAJAJ 60000 Others�

103 DEEP SHIKHA GUPTA 60000 Others�

104 ASHOK KUMAR GUPTA 60000 Others�

105 ALOK KUMAR GUPTA 60000 Others�

106 SUMAN GUPTA 60000 Others�

107 KIDARNATH AGARWAL &OTHERS HUF 60000 Others�

108 SANJAY KUMAR AGARWAL & SONG HUF 60000 Others�

109 SUNIL KUMAR AGARWAL HUF 60000 Others�

110 ANIL KUMAR AGARWAL HUF 60000 Others�

111 AJIT RAKHEJA 60000 Others�

112 NIDHI AGARWAL 60000 Others�

113 BINOD KUMAR AGARWAL 60000 Others�

114 RASHMIKANT CHUNILAL BHIMJYANI 80000 Others�

115 RASHMIKANT CHUNILAL BHIMJYANI HUF 40000 Others�

116 BHAVIK RASHMI BHIMJYANI 40000 Others�

117 BHAVIK BHIMJYANI HUF 160000 Others�

118 MEGHAA TULSYAN 60000 Others�

119 DHEERAJ KUMAR SANCHETI 360000 Others�

120 BHAGWAN NARSIBHAI PATEL 360000 Others�

121 NIRMAL ANRAJ GADHIYA 160000 Others�

122 RAJIV AGARWAL 60000 Others�

123 SHASHI BALA AGARWAL 80000 Others�

124 MAHAVIR SARAN AGARWAL 80000 Others�

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125 AMIT KUMAR AGARWAL 60000 Others�

126 VAISHALI AGARWAL 60000 Others�

127 ARVIND CHAND BHUTRA 36000 Others�

128 VIMAL KUMAR 80000 Others�

129 VANDANA ALLAWADI 80000 Others�

130 BINA BERIWALA 140000 Others�

131 JYOTI BERIWALA 140000 Others�

132 MANJU LATA BERIWALA 100000 Others�

133 VINEETA BERIWALA 100000 Others�

134 ANJU BERIWALA 100000 Others�

135 RASHMI BERIWALA 100000 Others�

136 RAJENDRA PRASAD BOTHRA 80000 Others�

137 TUSHAR RAWAT 125000 Others�

138 GAYATRI SUNIL SHETTY 125000 Others�

139 DEVANG HEMANT VYAS 125000 Others�

140 DEVANG H VYAS HUF 125000 Others�

141 DEVILA HEMANT VYAS 125000 Others�

142 VAISHALI HEMANT VYAS 125000 Others�

143 MOHAN LAL AGRAWAL 80000 Others�

144 MURALI LAL AGRAWAL 80000 Others�

145 BIMLA DEVI AGRAWAL 80000 Others�

146 KULDEEP JAISWAL 80000 Others�

147 JYOTIRMAYEE JAISWAL 80000 Others�

148 SHANKAR LAL AGRAWAL 80000 Others�

149 SUNITA BOHANIA (JOINT WITH LALIT KR. BOHANIA)

40000 Others�

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150 SAKET BOHANIA (JOINT WITH LALIT KUMAR BOHANIA)

40000 Others�

151 ADRIJA AGARWAL 40000 Others�

152 RATAN LAL AGARWALA 40000 Others�

153 MOHINI DEVI AGARWALA 40000 Others�

154 SAUMYA VARDHAN PATODIA 40000 Others�

155 RAJ VARDHAN PATODIA (HUF) 40000 Others�

156 JYOTI PATODIA 40000 Others�

157 NAVNEET KUMAR SUREKA (HUF) 40000 Others�

158 DEEPA SUREKA 40000 Others�

159 VISHNU KUMAR SUREKA 40000 Others�

160 DEEPANSU SUREKA 40000 Others�

161 AKHIL KUMAR SUREKA 40000 Others�

162 PREMLATA SUREKA 40000 Others�

163 BIJAY KUMAR AGARWAL 80000 Others�

164 BIJAY KUMAR AGARWAL (HUF) 80000 Others�

165 NIRU AGARWAL 80000 Others�

166 RICHA SUREKA 40000 Others�

167 NAVNEET KUMAR SUREKA 80000 Others�

168 VINAY JAISWAL 80000 Others�

169 RAM KUMAR SARDA 80000 Others�

170 SHIV KUMAR SARDA 80000 Others�

171 VISHAL SARDA 80000 Others�

172 SHREE VARDHAN BAHETY 80000 Others�

173 VISHAL SARDA (HUF) 80000 Others�

174 SHIV KUMAR SARDA (HUF) 80000 Others�

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175 SANJAY AGARWAL 50000 Others�

176 RAJEEV GOENKA 50000 Others�

177 NITU BHOSALE 40000 Others�

178 BRIJ MOHAN GUPTA 40000 Others�

179 REKHA GUPTA 40000 Others�

180 JIGAR PRABHUDAS KORADIA HUF 80000 Others�

181 RAMNIKLAL VALLABHDAS KORADIA HUF 80000 Others�

182 BHASKAR MONDAL 80000 Others�

183 PROTIMA MONDAL 80000 Others�

184 SAJJAN KUMAR PATWARI 80000 Others�

185 SHAILA PATWARI 80000 Others�

186 SUNIL KUMAR PATWARI 80000 Others�

187 SUNIL KUMAR PATWARI(HUF) 80000 Others�

188 SANJIB KUMAR PATWARI 80000 Others�

189 SANJIB KUMAR PATWARI HUF 80000 Others�

190 SARIKA PATWARI 80000 Others�

191 SANJAY KUMAR PATWARI 80000 Others�

192 SANJAY KUMAR PATWARI HUF 80000 Others�

193 SAJJAN KUMAR PATWARI HUF 80000 Others�

194 BHAGWATI DEVI PATWARI HUF 80000 Others�

195 PRIYANKA PATWARI 80000 Others�

196 POONAM JALAN 80000 Others�

TOTAL 14886000

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“RESOLVED FURTHER THAT:

The relevant date for the purpose of pricing of issue of the shares in accordance with the SEBI (ICDR) Regulations, 2009 be fixed as 31st August, 2014, being the 30 day prior to 30th September, 2014 i.e., the date on which the Annual General Meeting of the shareholders is convened, in terms of Section 42, 62 of the Companies Act, 2013 to consider the proposed preferential issue. The equity shares allotted in terms of this resolution shall rank pari passu in all respects with the existing equity shares of the Company. The new equity shares to be allotted to the Investors shall be subject to a lock-in period in accordance with regulation 78 of the SEBI (ICDR) Regulations, 2009 and subsequent amendments thereto. The Board be and is hereby authorized to decide and approve the other terms and conditions of the issue of equity shares, and also shall be entitled to vary, modify or alter any of the terms and conditions, including the issue price on a higher side than mentioned above, as it may deem expedient, without being required to seek any further consent or approval of the Member of the Company in a General Meeting.” “RESOLVED FURTHER THAT for the purpose of giving effect to any issue or allotment of shares of the Company the Board be and is hereby authorized on behalf of the Company to take all such actions and do all such deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient and to settle any question, difficulties or doubts that may arise in this regard including but not limited to the offering, issue and allotment of equity shares of the Company as it may in its absolute discretion deem fit and proper.”


Special Resolution :

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Section 14 of the Companies Act, 2013, the Articles of Association of the Company be and is hereby altered in the following manner:

a) In definition clause of Article 1 the following definition be inserted:

‘Electronic mode’ means carrying out electronically-based, transactions whether main server is installed in India or not, including, but not limited to:

i. business-to-business and business-to-consumer transactions, data interchange and other digital supply transactions;

ii. offering to accept deposits or inviting deposits or accepting deposits or subscriptions in securities, in India or from citizens of India;

iii. financial settlements, web-based marketing, advisory and transactional services, database services and products, supply chain management;

iv. online services such as telemarketing, telecommuting, telemedicine, education and information research; and all related data communication services;

v. facsimile telecommunication when directed to the facsimile number or electronic mail directed to electronic mail addresses, using any electronic communication mechanism that the message so sent, received or forwarded is storable and retrievable;

vi. posting of an electronic message board or network that the Company or the officer has designated for such communications, and which transmission shall be validly delivered upon the posting; or

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vii. other means of electronic communication, in respect of which the Company or the officer has put in place reasonable systems to verify that the sender is the person purporting to send the transmission; and

viii. video conferencing, audio- visual mode, net conferencing and/or any other electronic communication facility.

b) A new Clause 76(c) is being inserted under Article 76 which is as under:

“76 (c) Voting by members through electronic mode

A member may exercise his vote at a General Meeting by electronic mode in accordance with Section 108 of the Companies Act, 2013 and rules made thereunder and shall be eligible to vote only once for a single resolution.”

c) A new Article 105A is being inserted after Article 105 which is as under:

“105A. Participation in Meeting of the Board by Directors through electronic mode

Notwithstanding anything contained herein, the director(s) may participate in the meeting(s) of the Board or any Committee thereof through electronic mode by video conferencing or other audio visual modes as may be prescribed, and the Director(s) so participating shall be deemed to be present at the meeting for the purposes of quorum, voting, recording of minutes and all other relevant provisions in this regard by following procedure specified under applicable laws for the time being in force and rules, regulations, circulars, notifications, guidelines etc. issued / to be issued from time to time by competent/statutory authority (ies).”

d) A new Article 139 is being inserted after Article 138 which is as under:

139. “General Clause”

The intention of these Articles is to be in consonance with the contemporary Act, Rules and Regulations prevailing in India. If there is an amendment in any Act, Rules and Regulations allowing what was not previously allowed under the Statute, the Articles herein shall be deemed to have been

amended to the extent that Articles will not be capable of restricting what has been allowed by the Act by virtue of an amendment subsequent to registration of the Articles. In case of any of the provisions contained in these Articles is inconsistent or contrary to the provisions of the Companies Act, 2013 and rules made thereunder, the provisions of the Companies Act, 2013 and rules made thereunder shall override the provisions of these Articles and these Articles shall be deemed to have been amended to include such provisions of the Companies Act, 2013. All references to sections of Companies Act, 1956 shall be deemed to include the corresponding sections/provisions of the

“RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred by this resolution to any Director or Directors or to any Committee of Directors or to any Officer or Officers of the company to give effect to the aforesaid resolution.”

Date: 05/09/2014

Registered Office: C/o. Aggarwal Marketing Co. 945, Chhota Chhipiwara, Chawri Bazar,

Delhi - 110 006

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

Sd/-

Sumit Sharma

Chairman

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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 23rd September, 2014 to 30th September, 2014 (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 23.09.2014 to 30.09.2014 (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.

12. Electronic copies of the Annual Report for the FY 2013-14 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

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their email address, physical copies of the Annual Report for 2014 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 25th 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 25th Annual General Meeting and Annual Report for 2013-14 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 25th Annual General Meeting (AGM) and the business may be transacted through e-voting services provided by Central Depository Securities Limited (CDSL).

ii. From 23rd September 2014(Tuesday) to 25th September 2014 (Thursday).During this period shareholders of the Company, as on the cut-off date (record date) 29th August, 2014 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 Mr. Anurag Fatehpuria, Practising Company Secretary, C.P. No.

A3447 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) 29th August ,2014.

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

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Explanatory Statement pursuant to section 102 of the Companies Act, 2013

ITEM NO.1..

The present Authorized Share Capital of the Company is Rs.13,50,00,000/- divided into 1,35,00,000 Equity Shares of Rs.10/- each. With growing expansion of the business of the Company, it is necessary to increase Authorized Share Capital of the Company from Rs.13,50,00,000/- to Rs.27,55,00,000/- by creation of �� Equity Shares of Rs.10/- each. The Amendment in the Capital Clause of the Memorandum can be made by way of passing an Ordinary Resolution at the General Meeting. The Resolutions as set out in the Notice convening the Meeting are to be considered and Members are requested to approve the Resolution as ordinary Resolution.

None of the Directors is interested in the above resolutions.

ITEM NO.2

Under the Companies Act, 2013, it is required that independent directors not be liable to retire by rotation

and be appointed for a fixed term. In terms of Clause 49 of Listing Agreement, section 149 and other

applicable provisions of the Companies Act, 2013, Ms. Varsha Murarka being eligible and offering herself

for appointment, is proposed to be appointed as an Independent Director to hold office for a period of 5 (five)

consecutive years for a term upto 31st March, 2019 and his term is not liable to retire by rotation.

The Board of Directors recommends the resolution set out in Item no.6 of the accompanying Notice for approval of the Members.

None of the Directors of the Company, except Ms. Varsha Murarka, are in any way concerned or interested in this resolution

ITEM NO.3

Navratan Kalwani, who was appointed as an Additional Director of the Company effective from August 14,

2013, by the Board of Directors and who holds office until the date of the Annual General Meeting, pursuant

to Section 161 of the Companies Act, 2013 and relevent Article of the Articles of Association of the

Company, and in respect of whom the Company has received a notice under Section 160 of the Companies

Act, 2013, proposing his candidature

The Board of Directors recommends the resolution set out in Item no. 4 of the accompanying Notice for approval of the Members.

None of the Directors of the Company, except Mr. Navratan Kalwani, are in any way concerned or interested

in this resolution.

ITEM NO.4

Under the Companies Act, 2013, it is required that independent directors not be liable to retire by rotation

and be appointed for a fixed term. In terms of Clause 49 of Listing Agreement, section 149 and other

applicable provisions of the Companies Act, 2013, Mr. Tarun Sethi being eligible and offering himself for

�

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appointment, is proposed to be appointed as an Independent Director to hold office for a period of 5 (five)

consecutive years for a term upto 31st March, 2019 and his term is not liable to retire by rotation. A notice

has been received from a member proposing the candidature of Mr. Tarun Sethi for the office of

Independent Director of the Company.

Mr. Tarun Sethi , was appointed as an Additional Director on the Board of the Company w.e.f. September 18, 2013. Pursuant to the provisions of pursuant to Section 161 of Companies Act, 2013, he holds office upto the date of ensuing Annual General Meeting of the Company.The Board of Directors recommends the resolution set out in Item no.5 of the accompanying Notice for approval of the Members.

None of the Directors of the Company, except Mr. Tarun Sethi, are in any way concerned or interested in

this resolution.

Item No. 5:

The Company proposes to increase its capital base by way of infusion of equity. The Board of Directors

of the Company (hereinafter called the “Board” which term shall be deemed to include any Committee

which the Board may have constituted or hereinafter constitute to exercise its powers including the power

conferred by this Resolution), has received a binding offer from the above mentioned strategic/ non-

promoter investors (the “Investor”) to subscribe to 1,48,86,000 equity shares of the Company of RS.10/-

each for an aggregate issue size of Rs. 14,88,60,000/- (each an "Equity Share" and collectively the "Issue

Shares"). The Board has accepted this offer at its meeting held on 14/08/2014. The Issue Shares allotted

to the investors shall rank pari - passu with all other equity shares of the Company in respect of all rights

including dividend.

It may be noted that in terms of Chapter VII of the SEBI ICDR Regulations, it is necessary to disclose the

details of investors and certain other terms to the shareholders while seeking their approval for issuing the

equity shares on preferential basis. Hence, the requisite approval of the shareholders is being sought and

terms of the provisions of the Companies Act, 1956, and the SEBI ICDR Regulations, the relevant

disclosures/details of which are given below:

The necessary information and disclosures pertaining to the proposed Preferential Allotment in

terms of the regulation 73(1) of SEBI (ICDR) Regulations, 2009 are set out as below:

a) Object of the Issue:

Funds raised through the present issue are proposed to be utilized:

(i) to scale up the operations in the present business;

(ii) to fund the future growth plans of the Company both organically or inorganically;

(iii) also to meet long term capital requirements of the Company and other general corporate

purpose.

�b) Intention of the Promoters/Directors/Key Management Persons to subscribe to this Offer:

The Promoters are not expressed their intention to subscribed. But the present subscribers are from

general public. The proposed allottees are person other than promoters and are general investors and

are categorized as non promoters(Including New & Existing Investors of the Company).

�

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� �

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c) Shareholding Pattern before and after the Offer: (as of 31/08/2014)

Pre Preferential

Issue

Post Preferential

Issue

(Assuming full

allotment of

1,48,86,000 Equity

Shares)

Class of

Shareholders

No of % of share

capital

No of Shares % of share

capital � Shares

A. Promoters &

a. Indian 3745600 29.6% 3745600 13.6%

b. Foreign

Total for

Promoter Group

3745600 29.6% 3745600 13.6%

B. Public

i Institutional

ii Non

- Bodies 174,471 1.4% 174,471 0.6%

- Individuals

a. Individual shareholders

holding nominal share capital up to

Rs.1 Lakh

953629 7.5% 953629 3.5%

b. Individual

shareholders

holding nominal

share capital

excess of Rs.1

lakh

7781300 61.5% 22667300 82.30%

- NRIs/ OCBs

- Clearing Members

Total Public

Shareholdings

8,909,400 70.4% 23,795,400 86.4%

GRAND TOTAL

(A) + (B)

12,655,000 100.0% 27,541,000 100.0%

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d) Consequential Changes in the Voting Rights:

Voting rights will change in tandem with the shareholding pattern. �

e) Proposed time within which allotment shall be completed:

The Board proposes to allot the Equity Shares within a period of 15 (fifteen) days from the date of passing of the resolution by the Shareholders in the Annual General Meeting, provided that when the allotment on preferential basis is pending on account of pendency of any approval or permission for such allotment by any Regulatory Authority or the Central Government, the period of 15 (fifteen) days shall be counted from the date of such approval or permission.

f) The identity of the proposed allottees and the Percentage of Post Preferential Issue

capital may be held by them:

Sr. Name of the Proposed Allottees No. of Equity

Shares held prior

to the

Preferential

Allotment

No. of

Equity

Shares to

be issued

and

allotted

No. & % of

Post Issue

Equity and

Voting

Share

Capital

No.

1 �� Nil �� 0.29%

2 �� Nil �� 0.29%

3 �� Nil �� 0.29%

4 �� Nil �� 0.22%

5 �� Nil �� 0.15%

6 �� Nil �� 0.22%

7 �� Nil �� 0.29%

8 �� Nil �� 0.29%

9 �� Nil �� 0.29%

10 �� Nil �� 0.29%

11 �� Nil �� 0.29%

12 �� Nil �� 0.29%

13 �� Nil �� 0.22%

14 �� Nil �� 0.29%

15 �� Nil �� 0.22%

16 �� Nil �� 0.29%

17 �� Nil �� 0.29%

18 �� Nil �� 0.29%

19 �� Nil �� 0.29%

20 �� Nil �� 0.29%

�

�

21 �� Nil �� 0.29%

22 �� Nil �� 0.29%

23 �� Nil �� 0.15%

24 �� Nil �� 0.22%

25 �� Nil �� 0.29%

26 �� Nil �� 0.29%

27 �� Nil �� 0.22%

28 �� Nil �� 0.29%

29 �� Nil �� 0.29%

30 �� Nil �� 0.29%

31 �� Nil �� 0.29%

32 �� Nil �� 0.22%

33 �� Nil �� 0.29%

34 �� Nil �� 0.29%

35 �� Nil �� 0.29%

36 �� Nil �� 0.29%

37 �� Nil �� 0.29%

38 �� Nil �� 0.29%

39 �� Nil �� 0.29%

40 �� Nil �� 0.29%

41 �� Nil �� 0.29%

42 ��

��!�

Nil ��

0.29%

43

�� !�Nil

��0.29%

44 �� Nil �� 0.29%

45 �� Nil �� 0.15%

46 �� Nil �� 0.15%

47 ��!� Nil �� 0.15%

48 �� Nil �� 0.22%

49 �� Nil �� 0.22%

50 �� Nil �� 0.22%

51 �� Nil �� 0.29%

52 �� Nil �� 0.29%

53 �� Nil �� 0.29%

54 �� Nil �� 0.29%

55 �� Nil �� 0.29%

56 �� Nil �� 0.29%

57 �� Nil �� 0.29%

58 �� Nil �� 0.29%

59 �� Nil �� 0.29%

60 �� Nil �� 0.22%

�

�

61 �� Nil �� 0.22%

62 �� Nil �� 0.22%

63 ��

�

Nil ��

�

0.22%

64

��Nil

��0.22%

65 �� Nil �� 0.22%

66 �� Nil �� 0.22%

67 �� Nil "�� 0.58%

68

��#��Nil

��0.29%

69 �� Nil �� 0.22%

70 �� Nil �� 0.22%

71 �� Nil �� 0.22%

72 �� Nil "�� 0.36%

73 �� Nil "$�� 0.44%

74 �� Nil �� 0.22%

75 �� Nil �� 0.22%

76 �� Nil �� 0.22%

77

��Nil

"$��0.44%

78 �� Nil "$�� 0.44%

79

��Nil

��0.22%

80 �� Nil �� 0.22%

81

��%��Nil

��0.22%

82 �� Nil �� 0.22%

83

��Nil

��0.22%

84 �� Nil "�� 0.58%

85 �� Nil �� 0.22%

86 �� Nil �� 0.29%

87 �� Nil �� 0.29%

88

��Nil

��0.29%

89

��!�Nil

��0.29%

90 ��&��!� Nil �� 0.29%

91

��Nil

��0.22%

92

��Nil

��0.22%

�

�

93

��Nil

��0.15%

94

��Nil

��0.15%

95 ��

��

Nil ��

0.15%

96 �� Nil �� 0.22%

97 �� Nil �� 0.22%

98 �� Nil �� 0.22%

99 �� Nil �� 0.22%

100 ��%�� Nil �� 0.22%

101 �� Nil �� 0.22%

102 �� Nil �� 0.22%

103 �� Nil �� 0.22%

104 �� Nil �� 0.22%

105 �� Nil �� 0.22%

106 �� Nil �� 0.22%

107

��#��Nil

��0.22%

108

��#��Nil

��0.22%

109

��Nil

��0.22%

110 �� Nil �� 0.22%

111 �� Nil �� 0.22%

112 �� Nil �� 0.22%

113 �� Nil �� 0.22%

114

��Nil

��0.29%

115

��Nil

��0.15%

116 �� Nil �� 0.15%

117 �� Nil "�� 0.58%

118 �� Nil �� 0.22%

119 �� Nil �� 1.31%

120

��Nil

��1.31%

121 �� Nil "�� 0.58%

122 �� Nil �� 0.22%

123 �� Nil �� 0.29%

124 �� Nil �� 0.29%

125 �� Nil �� 0.22%

�

�

126 �� Nil �� 0.22%

127 �� Nil �� 0.13%

128 �� Nil �� 0.29%

129 �� Nil �� 0.29%

130 �� Nil "�� 0.51%

131 �� Nil "�� 0.51%

132 �� Nil "�� 0.36%

133 �� Nil "�� 0.36%

134 �� Nil "�� 0.36%

135 �� Nil "�� 0.36%

136 �� Nil �� 0.29%

137 �� Nil "$�� 0.45%

138 �� Nil "$�� 0.45%

139 �� Nil "$�� 0.45%

140 �� Nil "$�� 0.45%

141 �� Nil "$�� 0.45%

142 �� Nil "$�� 0.45%

143 �� Nil �� 0.29%

144 �� Nil �� 0.29%

145 �� Nil �� 0.29%

146 �� 170000 �� 0.29%

147 �� 170000 �� 0.29%

148 �� Nil �� 0.29%

149 ��&�

��!�

Nil ��

0.15%

150

��

��!�

Nil

��

0.15%

151 �� Nil �� 0.15%

152 �� Nil �� 0.15%

153 �� Nil �� 0.15%

154 �� Nil �� 0.15%

155

��!�Nil

��0.15%

156 �� Nil �� 0.15%

157

��!�Nil

��0.15%

158 �� Nil �� 0.15%

159 �� Nil �� 0.15%

160 �� Nil �� 0.15%

161 �� Nil �� 0.15%

162 �� Nil �� 0.15%

�

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163 �� Nil �� 0.29%

164

��!�Nil

��0.29%

165 �� Nil �� 0.29%

166 �� Nil �� 0.15%

167 �� Nil �� 0.29%

168 �� Nil �� 0.29%

169 �� Nil �� 0.29%

170 �� Nil �� 0.29%

171 �� Nil �� 0.29%

172 �� Nil �� 0.29%

173 ��!� Nil �� 0.29%

174 ��!� Nil �� 0.29%

175 �� Nil �� 0.18%

176 �� Nil �� 0.18%

177 �� Nil �� 0.15%

178 �� Nil �� 0.15%

179 �� Nil �� 0.15%

180

��Nil

��0.29%

181

��Nil

��0.29%

182 �� Nil �� 0.29%

183 �� Nil �� 0.29%

184 �� Nil �� 0.29%

185 �� Nil �� 0.29%

186 �� Nil �� 0.29%

187

��!�Nil

��0.29%

188 �� Nil �� 0.29%

189

��Nil

��0.29%

190 �� Nil �� 0.29%

191 �� Nil �� 0.29%

192

��Nil

��0.29%

193

��Nil

��0.29%

194

��Nil

��0.29%

195 �� Nil �� 0.29%

196 �� Nil �� 0.29%

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g) Lock-in:

The aforesaid allotment of Equity Shares arising shall be locked in as per the provisions of

Chapter VII of the SEBI (ICDR) Regulations, 2009.

h) Change in the control or composition of the Board:

Subsequent to the proposed issue of Equity Shares on Preferential Basis, there will neither

be a change in control nor a change in the management of the Company. However, there

will be a corresponding change in the shareholding pattern as well as voting rights

consequent to the preferential allotment of equity shares.

�i) Price of the Issue:

The preferential allotment of 1,48,86,000 equity shares of the face value of Rs. 10/- each

shall be issued at a price of Rs. 10/- (Rupees Ten Only) per equity share, in compliance

with Chapter VII of SEBI (ICDR) Regulations, 2009.

j) Undertakings:

(i) The Issuer Company undertakes that they shall re-compute the price of the Equity

Shares in terms of the provision of SEBI (ICDR) Regulations, 2009, where it is

required to do so.

(ii) The Issuer Company undertakes that if the amount payable on account of the re-

computation of price is not paid within the time stipulated in terms of the provision of

SEBI (ICDR) Regulations, 2009, the Equity Shares shall continue to be locked–in till

the time such amount is paid by the allottees.

k) Auditor`s Certificate:

A copy of the certificate from a Independend Auditors, M/s. Sanjay N. Shah & Co, Chartered

Accountants, certifying that the issue of the Equity Shares is being made in accordance with

the requirement of SEBI (ICDR) Regulations, 2009 for Preferential Issues, will be available

for inspection at the Registered Office of the Company during 3.00 P.M. to 5.00 P.M. on

any working day up to the date of Annual General Meeting and at the meeting.

Any of the equity shares that may remain unsubscribed for any reason whatsoever,

may be offered and allotted by the Board in its absolute discretion to any

person/entity/investor, on the same terms and conditions.

The consent of the Shareholders is being sought pursuant of Section 42, 62 and other applicable

provisions of the Companies Act, 2013, if any, and in terms of the provisions of the Listing

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Agreements executed by the Company with the Stock Exchanges in India where the Company’s

shares are listed.

ITEM NO.6.

Due to the enactment of majority provisions of the Companies Act, 2013, certain changes are required to be made in the Articles of Association of the Company. Some new articles/clauses are proposed to be inserted in relation to use of electronic mode for voting by members, participation in meeting of the Board by Directors, service of documents and maintenance of registers and records.

A general clause is also proposed to be inserted to the effect that if any provision as mentioned in the articles is inconsistent with the provisions of the Companies Act, 2013 and Rules made therein, then the provisions of the Companies Act, 2013 and rules made therein shall override the provisions of these Articles.

The Board therefore recommends the resolution under Section 14 of the Companies Act, 2013 as a special resolution for your approval.

None of the Directors or key managerial personnel of the Company or their relatives are concerned or interested in the resolution.

A copy of the Articles of Association of the Company together with the proposed alterations is available

for inspection by the members of the Company at the Registered Office of the Company between 11:00

am and 1:00 pm on all working days except Saturdays, till the date of the Annual General Meeting of the

Company.

The Directors of the Company may be deemed to be concerned or interested in the resolution to the extent

of their shareholding in the Company.

Your Directors recommend the Special Resolution as set out in the notice for your approval.

Date: 5/9/2014


Delhi - 110 006


Sd/-

Sumit Sharma

Chairman

�� C/o. Aggarwal Marketing Co.

945, Chhota Chhipiwara, Chawri Bazar, Delhi - 110 006

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Instructions For E- Voting : �

The e-Voting process to be followed by the shareholders to cast their votes:

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� The security holders should log on to www.evotingindia.com during the duration of the voting period and cast their votes for the resolutions on the e-Voting System. � Shareholders who have voted on an earlier instance of voting can login using their existing password. � First time shareholders can login to the e-Voting system using their user-id (i.e. demat account number / folio number), PAN and Date of Birth (DOB) or Bank account number mentioned for the said demat account or folio. Physical shareholders will have to login with the Folio number, PAN and either DOB or Dividend Bank details for every voting. � After logging in, demat security holders will have to mandatorily change their password. This password can be used by demat security holders for all future voting on resolutions of companies in which they are eligible to vote. Security holders have to then select the EVSN for which they desire to vote. � Security holders can then cast their vote on the resolutions available for voting. � Security holders can also view the resolution details on the e-Voting website. � Once the security holder casts the vote, the system will not allow modification of the same. � During the voting period, security holders can login any number of times till they have voted on all the resolutions. However, once the security holder has voted on a resolution he/she would not be able to vote for the same resolution but, only view the voting. E-Voting for Scrutinizers: At the end of the voting period, the scrutinizer can download the entire voting data using the Scrutinizer login. e-Voting for Non-Individuals and Custodians: � Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves as Corporate Shareholders and Custodians respectively. � 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 they have to create a compliance user should be created who would be able to link the account(s) for which they wish to vote on. � The list of accounts should be mailed to helpdesk.evotingindia.com 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.

Details of the Directors seeking re-appointment at the forthcoming Annual General

Meeting

(In pursuance of Clause 49 of the Listing Agreement)

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Name of the Director Navratan Kalwani

Date of Birth 8/10/1986

Date of Appointment 14/08/2013

Directorship held in other Public Companies as on March 31, 2014

Nil

Chairmanship/ Membership of the Committee of the Board of Directors of the Company as on March 31, 2014

Nil

Chairmanship/Membership of the Committee of Directors of other Public Companies as on 31st March, 2014

Nil

Number of shares held NIL


Meeting


Name of the Director Tarun Sethi


Date of Appointment 18/09/2013


Nil


Chairman of Shareholders & Grievance

Committee


Nil

Number of shares held Nil


Meeting

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Name of the Director Ms. Varsha Murarka


Date of Appointment 09 /2/2013


1


Chairman of Audit Committee


2

Number of shares held NIL

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Director’s Report & Management Discussion & Analysis

To

The Members, Your Directors have pleasure in presenting the 25th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2014. (Rs. in Lac)

Financial Results Year Ended

31.03.2014

Year Ended

31.03.2013

Revenue Receipt 21.32 10.90

Profit Before Tax & Extraordinary Item (9.56) (10.72)

Less : Provision for Taxation 0.52 0.32

Less : Earlier Year Taxes - 6.93

Profit after Tax (10.00) (21.98)

Add: Profit/(Loss) brought forward from Previous Year (28.56) ( (6.59)

Balance carried forward (38.56) (28.56)

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.

INDUSTRY STRUCTURE AND DEVELOPMENT The real estate sector in India is at a crucial juncture of its evolution. While a significantly large portion of the industry is still dominated by unorganized and marginal players; there has been a consistent rise in share of organized players with number of listed companies growing over the recent years. Arrival of foreign direct investment, spreading national or regional footprints of organized players from their traditional city or region of dominance, development breaching the confinement of metropolitan cities to get reach tier I and tier II cities, rise of commercial and retail segments together with already residential segment, and fast emergence of holiday or second home as a category have contributed to a faster transformation of real estate sector in India over the past decade. Setting aside the small portion that hospitality segment constitutes, the real estate sector in India can be classified across Residential Segment, Commercial Segment and Retail Segment. On the one hand real estate sector has ridden the wave of India’s economic transformation in the 21st century to grow to its current stature. Yet at the other hand, it has made a three pronged contribution in strengthening India’s economic progress. Firstly by raising its direct contribution to a significant 4-5% of country’s GDP, then by helping the financial sector grow its revenues and earnings from home loan products, and finally by adding to the overall wealth creation at the level of its citizens. Besides these, it has also helped in creating millions of direct and indirect jobs in the country.

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OVERVIEW OF THE INDIAN ECONOMY India is the fourth largest economy in the world after the European Union, United States of America and China in purchasing power parity terms, with an estimated Gross Domestic Product ("GDP") (purchasing power parity) of U.S.$ 4.46 trillion in 2011 (Source: CIA World Factbook 2011). India rebounded from the global financial crisis, largely because of strong fundamentals and robust banking policies, posting a GDP growth of 7.8% in 2011.India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997.

OPPORTUNITIES & THREATS

Real estate plays an important role in the Indian economy. This sector happens to be the second largest employer after agriculture and is expected to grow at the rate of 30 per cent over the next decade. The real estate sector in India is ready to take a big leap in the coming years. Since 2010, the residential sector has been on a strong growth trajectory and with increasing urbanisation the momentum is expected to continue. Strong demographic mix and increasing salary levels will be the key triggers for growth of the residential market in 2012. The use of technology will continue to transform the field in the years ahead, enabling home buyers to research both properties and the areas in which they are located, including looking at pictures and finding out about the neighborhood’s schools, crime rates and other statistics. Marketing over the internet with pictures of properties and virtual tours will be important for brokers. More than ninety percent of people use the internet before purchasing real estate. United States population growth will also be an important driving factor in the growth of the industry at large. The workforce is expected to grow fourteen percent between 2008 and 2018. The internet arguably may eliminate the need for brokers altogether in the future. Banks also represent a potential competitor. Recently they have been freed by rule changes to enter the commercial real estate field in a limited way, and it is possible to see future rule changes allowing them to enter the residential field. The biggest growth areas are expected to be in the southern half of the country, particularly in the southwest. A recent survey revealed the hottest buyer’s market to be Albuquerque, New Mexico. Even in spite of the poor economic conditions and the state of the industry, analysts are confident in the future growth in the industry. Brokers commissions are expected to grow at a compounded rate of fourteen percent annually from 2010 to 2015. The output of United States real estate businesses is expected to grow at an annually compounded rate of six percent between 2010 and 2015.

The management looks with optimism about the growth in its business. There are no perceived threats to the business of the Company.

RISK MANAGEMENT & CONCERNS 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

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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.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

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. MATERIAL DEVELOPMENT IN HUMAN RESOURCES

The Company was having staff strength of 6 people during the year. With the expansion and growth in business, the requirement for human assets has also increased. The Company is endeavoring to strengthen its man power.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there und

CAUTIONARY STATEMENT Statements in the Management Discussions and Analysis describing the Company’s objectives, projections, estimates, expectations may be forward looking statements. Actual results may differ materially from those expressed or implied. Important factors that could make a difference to the Company’s performance include economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government Regulations, tax laws, statues and other incidental factors. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and as per the provisions of Articles of Association of the Company, Mr. Manav Sharma is liable to retire at the forthcoming

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Annual General Meeting and is eligible, offers himself for re-appointments in the forthcoming Annual General Meeting. Except Ms. Varsha Murarka herself, none other Directors are interested on their respect re-appointments. Further, none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act, 1956. INFORMATION TECHNOLOGY

The Company aims to maintain a scalable computing infrastructure that delivers efficient and seamless services across multiple channels for customer convenience. In order to retain competitive edge, technology infrastructure has been implemented wherever necessary, in alignment with business requirements. COMPLIANCE The Compliance function of the Company is responsible for independently ensuring that operating and business units comply with regulatory and internal guidelines. The Compliance Department of the Company is continued to play a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by regulators, the Company’s Board of Directors and the Company’s Compliance Policy. The Audit Committee of the Board reviews the performance of the Compliance Department and the status of compliance with regulatory/internal guidelines on a periodic basis. New Instructions/guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units operate within the boundaries set by regulators and that compliance risks are suitably monitored and mitigated in course of their activities and processes. New lines of activity launched during the year were subjected to scrutiny from the Compliance Standpoint and proposals of financial services were screened from risk control prospective. HUMAN RESOURCES

The Company recognizes that its success is deeply embedded in the success of its human capital. During 2013-14, the Company continued to strengthen its HR processes in line with its objective of creating an inspired workforce. The employee engagement initiatives included placing greater emphasis on learning and development, launching leadership development programme, introducing internal communication, providing opportunities to staff to seek inspirational roles through internal job postings, streamlining the Performance Management System, making the compensation structure more competitive and streamlining the performance-link rewards and incentives.

The Company believes that learning is an ongoing process. Towards this end, the Company has built a training infrastructure which seeks to upgrade skill levels across grades and functions through a combination of in-house and external programme.

CORPORATE RESTRUCTURING

The Company has applied to BSE Ltd for approval of 24(a) in the matter of the Scheme of arrangement between Dee Kartavya Finance Limited and Salvation Developers Limited. Scheme of Arrangement which was rejected and scheme had to be withdrawn on 30/6/2013.Company has reapplied for the scheme on 30/9/2013. Order is awaited.�

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DELISTING

• The Company has finished with the process of Revocation in Jaipur Stock Exchange Limited (JSEL)�and has been De-listed.

• Company`s Revocation in Delhi Stock Exchange Limited is in the process and shall be de-listed as early as possible. STATUTORY INFORMATION

The Company being basically in the investment sector, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

AUDITORS

As per the provisions of Section 139 and other applicable provisions, if any, of the Companies Act,

2013 and the rules framed thereunder (including any statutory modification(s) or re-enactment

thereof for the time being in force), M/s R V Shah & Associates., Chartered Account (Firm

Registration no. 133958W), the Auditors, are not disqualified under Section 164 of the Companies Act, 2014 and has expressed their willingness to accept office if appointed, be and are hereby re-

appointed as the Statutory Auditors of the Company to hold office from the conclusion of the

forthcoming Annual General Meeting (AGM) till the conclusion of the AGM to be held in the year

2024, subject to ratification of their appointment at every AGM, on such remuneration plus service tax and reimbursement of out-of-pocket and travelling expenses etc., as may be mutually agreed

between the Board of Directors of the Company and the Auditors.

The shareholders are requested to re-appoint Auditors and fix their remuneration. COMMENTS ON AUDITOR’S REPORT:

The notes referred to in the Auditor’s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees in Company during the year under review. The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is reported to be NIL. PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is having no business other than the business of advisory services during the year under review and hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL. The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

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Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended 31st March 2014, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India 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

REPORT ON CORPORATE GOVERNANCE The Company is committed to good Corporate Governance. The Company respects the rights of its Shareholders to inform on the performance of the Company and its endeavor to maximize the long-term value to the Shareholders of the Company. As per Clause 49 of the listing Agreement of the Stock Exchange, a report on Corporate Governance is set out separately, which forms part of this report. CORPORATE SOCIAL RESPONSIBILITY (CSR) Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality and living standard of the employees and their families and also to the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society. APPRECIATION The Board of Directors wishes to convey their appreciation to all the Company’s managing body for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, and Governmental and Statutory Authorities for their continued support.

Date: 30/5/2014


Delhi - 110 006


Sd/-

Sumit Sharma

Chairman

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Report on Corporate Governance

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Compliance with the requirements of Corporate Governance is set out below :- 1. To enhance the long term interest of its shareholders and to provide good management, the adoption of prudent risk management techniques and compliance with the required standards of capital adequacy, thereby safeguarding the interest of its other stakeholders such as lenders, creditors, customers, suppliers and employees. 2. To identify and recognize the Board of Directors and the Management of the Company as the principal instruments through which good corporate governance principles are articulated and implemented. Further, to identify and recognize accountability, transparency and equality of treatment for all stakeholders, as central tenets of good corporate governance. 3. DKFL has during its way towards growth, adopted the DKFL Code of Conduct and DKFL Prevention of Insider Trading Program.

BOARD OF DIRECTORS

Composition of Directors The Constitution of Board of Directors of the Company is governed by the Company’s Act 1956 and the Clause 49 of listing agreement. The Company’s Board comprises a combination of executives and non- executive Directors. The Board presently consists of 4 Directors and its mix provides a combination of professionalism, knowledge and experience required in the line of Business of the Company. The Board is responsible to manage business of the Company. The functions, responsibilities, role and accountability of the Board are well defined. Details of Composition of Board, as on 31.03.2014

Sr No. Name of the Director Designation Executive/ Non Executive/Promoter

Independent/ Non Independent

1 Sumit Sharma Managing Director

Executive Non Independent

2 Tarun Sethi Director Non- Executive Independent

3 Varsha Murarka Director Non- Executive Independent

4 Navratan Kalwani Director Executive Non Independent

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Board Meetings held in the Financial Year 2013-2014 and attendance of Directors:

Board holds periodic meetings to review and discuss performance of the Company, its future plans, strategies and other pertinent items relating to the Company. During the financial year ended on 31st March, 2014, meeting of the Board of Directors was held Five(5) times on during the Financial Year 2013-2014, Nine (9) Board Meetings (including one adjourned meeting) were held on 29-May-13, 29-June-2013, 10-Jul-13, 11-Jul-13, 12-Jul-13, 14-Aug-13, 18-Sep-13, 14-Nov-13, 12-Feb-14

Details of Directors who attended the Board Meeting during the Financial Year 2013-14

Name

Designation

Board

Meetings Attended

Whether Last

AGM Attended

Directorships

held in other Public Limited

Companies incorporated in India

No. of Membership(s)/Chairmanship(s) of

Board Committees in other Companies #

Sumit Sharma Managing Director

9 Yes - Nil

Tarun Sethi Director 3 Yes - Nil

Varsha Murarka Director 9 Yes 2 Nil

Navratan Kalwani Director 4 Yes - Nil

Pursuant to clause 49 of Listing Agreement with Stock Exchanges, Memberships/Chairmanships of only Audit Committees and Shareholders Grievance committee in all Public Limited companies (excluding Dee Kartavya Finance Limited) have been considered. The agenda and notes on agenda are circulated to the Board members in advance for facilitating meaningful and focused discussion at the Board Meeting. The Board members, in consultation with the chairman may bring up any matter for consideration of the Board. The Board periodically reviews compliance report of all laws applicable to the Company. Steps are taken by the Company to rectify or comply the instances of non-compliance, if any noticed. Details of Sitting Fees, remuneration etc. paid to Directors:

No sitting fee and directors remuneration was paid to any director during the year Details of Remuneration paid to Directors

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The payment of salary to Directors was Nil during the financial year 2013-2014. No Stock option has been allotted to any of the Directors during the financial year 2013-2014.

COMMITTEE OF THE BOARD: 1. AUDIT COMMITTEE 2. SHAREHOLDER’INVESTOR GRIEVANCE COMMITTEE

I. AUDIT COMMITTEE:

The Audit Committee of the Board of Directors was reconstituted with effect from 09th February, 2013.The Audit Committee consists of four Independent Directors & the Managing Director. All members of the Audit Committee are financially literate and they have accounting or related financial management expertise The primary purpose of the Audit Committee is to assist the Board of Directors (the “Board”) of Dee Kartavya Finance Ltd., (the “Company”) in fulfilling its oversight responsibilities with respect to (a) the accounting and financial reporting processes of the Company, including the integrity of the audited financial results and other financial information provided by the Company to its stockholders, the public, any stock exchange and others, (b) the Company’s compliances with legal and regulatory requirements, (c) the Company’s independent auditors’ qualification and independence, (d) the audit of the Company’s Financial statements, and the performance of the Company’s internal audit function and its Independent Auditors. Authority and Responsibilities

1. The Audit Committee reviews the Company’s financial reporting process, disclosure of accounting treatment, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter, Compliance with listing and other legal requirements relating to financial statements, disclosure norms, internal control systems, risk management policies, accounting policies and practices, ensuring the quality and appropriateness of the Company’s accounting and financial disclosures as well as quarterly/half yearly financial statements. It recommends appointment of Statutory Auditors fixes audit fees and reviews internal control systems, 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, scope for observations of the auditors and adequacy of the internal audit function, discussion with internal auditors any significant findings and follow up there on, To review the functioning of the Whistle Blower mechanism, Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate etc. In addition to the above, Following is the review of Audit Committee: 1. Management discussion and analysis of financial condition and results of operations; 2. Statement of significant related party transactions submitted by management; 3. Management letters / letters of internal control weaknesses issued by the statutory auditors and qualification in draft audit report; 4. Internal audit reports relating to internal control weaknesses;

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5. To review the annual financial statements and to recommend their adoption to the Board, with particular reference to disclosure of any related party transaction. 6. To review the Quarterly financial statements and recommend their adoption to the Board. 7. The appointment, removal and terms of remuneration of the Chief internal auditor; As required under Section 292A of the Companies Act, 1956 and Clause 49 of Listing Agreement, the new “Terms of Reference” of the Audit Committee were approved by the Board of Directors. The members of Audit Committee met four (5) times on 28th May 2013, 30th June 2013, 13th August

2013, 2nd September, 2013, 30th September 2013, 13th November 2013 and 11th February 2014 during the financial year ended on 31st March 2014.

Name Designation Category Meetings Attended

Varsha Murarka Chairman Independent/Non Executive

6

Tarun Sethi Member Independent/Non Executive

3

Navratan Kalvani Member Executive Director 4

The Chairman is a permanent invitee to the Committee. The representative of Statutory Auditors is permanent invitee to the Audit committee meetings.

Unaudited quarterly and audited annual financial results were reviewed, analyzed and confirmed by the committee before they were approved by the Board of Directors for submission to the stock exchanges and publication in newspaper in compliance of clause 41 of the Listing Agreement. The Annual Accounts for the year ended 31st March, 2014 were duly reviewed by the Audit Committee at its meeting held on 30th May, 2014 prior to adoption by the Board.

II. SHAREHOLDER’S INVESTOR GRIEVANCE COMMITTEE:

Your Company constituted the Committee to oversee the redressal of shareholders’ grievances relating to transfer of shares, non-receipt of annual report, dividend etc. During the financial year ended on 31st March, 2014, four (4) meetings of the Committee were held on 16.04.2013, 22.08.2013, 26.10.2013, 20.01.2014 which was attended by all the members of the Committee. The composition of the Committee is as follows:-

Name Designation Category

Tarun Sethi Chairman Independent/Non-Executive

Varsha Murarka Member Independent / Non-Executive

Sumit Sharma Member Non Independent

The Board of DEE KARTAVYA FINANCE LIMITED has constituted a Committee of Directors, which

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functions as “Shareholders/Investors” Grievance Committee, consisting of three members, chaired by a Non Executive, Independent Director. The Committee meets once a month and inter-alia, deals with various matter relating to: Transfer/transmission/transposition of shares; � Consolidation/splitting of shares/folios; � Issue of Share Certificates for lost, sub-divided, consolidated, rematerialize, defaced etc; � Review of Shares dematerialized and all other related matters; and � Investors’ grievances and redressal mechanism and recommend measures to improve the level of Investor Services. The Share Department of the Company and the Registrar and Share Transfer Agent, Purva Sharegistry India Pvt. Ltd. attend to all grievances of the shareholders and investors received directly or through SEBI, Stock Exchanges and Registrar of Companies etc. The Minutes of Shareholders’/Grievances Committee are noted by the Board of Directors at the Board Meetings. Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the investors. Shareholders are requested to furnish their telephone numbers and email addresses to facilitate prompt action DETAILS OF SHAREHOLDERS’ COMPLAINTS

During the year the Company did not receive any complaint from any of its Members and there were Nil In compliance of the SEBI Circular No. CIR/OIAE/2/2011 dated June 3, 2011, the Company has obtained a user id and password for processing the investor complaints in a centralized web based SEBI Complaints

Redress System - 'SCORES'. This enables the investors to view online the ac'(on taken by the Company on the complaints and its current status by logging on to the SEBI's website i.e. www.sebi.gov.in. The Company affirms that no shareholder's complaint was lying pending as on 31st March, 2014 under the 'SCORES'. The details of the complaints, excluding correspondences which are not in the nature of complaints are given below: Complaints at the end of Financial Year ending on 31st March 2014.

The details of the complaints, excluding correspondences which are not in the nature of complaints are given below:

No. of Complaints pending as on 1st April, 2013 0

No. of Complaints received during the year 0

No. of Complaints redressed during the year 0

No. of Complaints pending as on 31st March, 2014 0

COMPLIANCE OFFICER The Company has appointed Ms. Ritu Daga as a Compliance Officer within the meaning of Listing Agreement.

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III. CODE OF CONDUCT: The Board of Directors of the Company has formulated a code of conduct for all Board Members and Senior Management Personnel of the Company and Compliance thereof has been affirmed by all concerned. This Code of Conduct has also been placed on Company’s Website. IV. DECLARATION FOR COMPLIANCE OF CLAUSE 49(I)(D): This is to confirm that the Company has adopted a Code of Conduct for all the Board Members and Senior Management Personnel of the Company. It is further confirmed that the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct for the financial year ended 31st March, 2014. Sd/- Date: 30th May, 2014 Sumit Sharma Place: Delhi Chairman VI. DETAILS OF DIRECTORS APPOINTED/RE-APPOINTED: Details of directors being appointed/re-appointed have been disclosed in the notice of the Annual General Meeting, i.e. brief resume, nature of expertise in specific functional areas, numbers of directorships and committee memberships and their shareholding in the company.

VII. GENERAL BODY MEETING:

(A) Location & time for the last three Annual General Meetings:

Annual General Meeting Date & Time Venue

24th Annual General Meeting 10th July 2013,11.30 AM

C/o. Aggarwal Marketing Co. 945, Chhota Chhipiwara,

Chawri Bazar, Delhi - 110 006

23rd Annual General Meeting

29th September 2012, 11.30 AM

Kothi No. 1, Pocket No. 52, Chitranjan

Park, New Delhi-110 019

22nd Annual General Meeting

30th September 2011, 11.30 AM

Kothi No. 1, Pocket No. 52, Chitranjan

Park, New Delhi-110 019

VIII. POSTAL BALLOT:

Resolution Pursuant to clause 36(7) of the listing Agreement, it is hereby informed that the company had duly conducted postal ballot process for seeking approval of shareholders as per the provisions of Section 192A of the Companies Act, 1956 read with the Companies (Passing of Resolution by Postal ballot) Rule, 2001 amendment Rule, 2011.

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Item No.

Particulars

1. Shareholders approved the Resolution for Alteration in the main Object Clause of Memorandum of Association of the Company.

2. Shareholders approved the Resolution for Change of Name of the Company from Dee Kartavya Finance limited to Grantech Infra Projects Limited or Veronica Infra Projects Limited or Declan Infra Projects Limited or any other name by the Registrar of Companies, Delhi and subject to such approvals/permissions and/ or sanctions.

Hence, both the 2 proposed resolutions has been passed.has been passed . SPECIAL RESOLUTION PASSED IN FINANCIAL YEAR: Special Resolutions have been passed on 11th March, 2013 and on 11th July ,2013 special resolution have been passed during last financial year. BOARD DISCLOSURES Risk Management

The Company has a Risk Management Policy which has been adopted by the Board of Directors, currently, the Company’s risk management approach comprises of the following :- � Governance of Risk � Identification of Risk � Assessment of Control of Risk: The risks have been prioritized through a companywide exercise. Members of Senior Management have undertaken the ownership and are working on mitigating the same through co-ordination among the various departments, insurance coverage, security policy and personal accident coverage for lives of all employees.� The Company has appointed a Risk Officer and also put in place the risk management framework, which helps to identify various risks cutting across its business lines. The risks are identified and are discussed by the representatives from various functions. Risk Officer will make a presentation periodically on risk management to the Board of Directors and the Audit Committee. The Board and the Audit Committee provide oversight and review the risk management policy periodically. SUBSIDIARIES

The Company does not have any material non-listed Indian subsidiary whose turnover or net worth (i.e. paid- up capital and free reserves exceeding 20% of the consolidated turnover or networth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year. INSIDER TRADING The Securities and Exchange Board of India (SEBI) has over the years introduced various amendments to the Insider Trading Regulations of 1992 which ordain new action steps by corporate and other market intermediaries for the purposes of prevention of Insider Trading. Pursuant to the above requirements of SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended, the

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Company has adopted a `Code of Conduct` for Prevention of Insider Trading (The Code) with effect from October 1, 2002. The Code is applicable to all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company. The Compliance Officer has been appointed for monitoring adherence to the said Regulations. DISCLOSURES

(a) There were no transactions with related parties i.e. with Promoters, Directors, Management, Subsidiaries or Relatives that may have potential conflict of interest with the Company at large. The details of the related Party transactions are disclosed under the notes on accounts, as required under the Accounting Standard 18 issued by the Institute of Chartered Accountants of India. (b) The Company has failed to Comply with requirements of Stock Exchanges & SEBI in terms of submission of various documents in term of Listing Agreement signed with various Exchanges. However no penalties or strictures being imposed on the Company by the Stock Exchange or SEBI or any Statutory Authority during the year. (c) In Compliance with the Securities & Exchange Board of India (Prohibition of Insider Trading Regulations, 1992) as amended till date, on Prohibition of Insider Trading, the Company has a comprehensive Code of Conduct and the same is being strictly adhered to by its management, staff and relevant business associates. The code expressly lays down the guidelines and the procedure to be followed and disclosures to be made, while dealing with shares of the Company and cautioning them on the consequences of non-compliance thereof. (d) Reconciliation of Share Capital : A qualified Practicing Company Secretary carried out Reconciliation of Share Capital on quarterly basis to reconcile the total admitted capital with National Securities Depository Ltd. (NSDL) and Central Depositary Services (India) Ltd. (CDSL) and the total issued and listed capital. The “Reconciliation of Share Capital Audit Report” confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. However, since the Company yet to establish connectivity with both NSDL & CDSL, all the Equity Shares of the Company are in physical form and are tallied with Paid-up Capital of the Company. DISCLOSURES ON NON-MANDATORY REQUIREMENTS

The Company has adopted/complied with the following non-mandatory requirements as prescribed in Annexure I D to Clause 49 of Listing Agreement with the Stock Exchange :- a) None of the Independent Directors on the Board of the Company has served for the tenure of exceeding nine years. The Company has ensured that the person who is being appointed as an Independent Director has the requisite qualifications and experience which would be of use to the Company and which in the opinion of the Company would enable him to contribute effectively to the Company in his capacity as an Independent Director. b) The Company has not setup Compensation and Remuneration Committee.

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c) There was no case of Non-Compliance during financial year 2013-14 in term of provisions of Listing Agreement entered into with BSE by the Company. Further, no penalties have been levied or actions have been taken by BSE or SEBI during last three years. d) The Company has complied with mandatory provisions of listing agreement except filing of documents on time. e) The financial statements of the Company are unqualified. f) The Board of Directors of the Company since 25th January 2010 have adopted the Whistle Blower Policy and appointed on ombudsperson. Employees can report to the Management concerned unethical behavior, act or suspected fraud or violation of the Company’s Code of Conduct Policy. No Employee has been denied access to the Audit Committee. MEANS OF COMMUNICATIONS � The Company regularly provides information to the Stock Exchanges as per the requirements of the listing Agreement. � The Quarterly/Half Yearly/Nine Months & Annual Results have been submitted to Bombay Stock Exchange Ltd. and published in the leading English Newspapers and in vernacular language Newspaper. � The Company developed its own website named as www.deekartavya.com and has posted its Quarterly, Half Yearly, Nine Months & Annual Results. � Official News releases are available on announcement section of www.bseindia.com � No formal representations were made to Institutional Investors or Analysts during the year under review. � Management Discussion and Analysis forms part of the Annual Report will be posted to the shareholders of the Company. GENERAL SHAREHOLDER INFORMATION Detailed information in this regard is provided in section “Shareholders Information” which forms part of this Annual Report. IX. DETAILS OF COMPLIANCE OFFICER: Name Ritu Daga

Address: C/o. Aggarwal Marketing Co. 945, Chhota Chhipiwara, Chawri Bazar, Delhi - 110 006

Email-Id [email protected]

X. MEANS OF COMMUNICATIONS:

• The Company regularly provides information to the Stock Exchanges as per the requirements of the listing Agreement.

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• The Quarterly/Half Yearly/Nine Months & Annual Results have been submitted to Stock Exchange where company are listed and published in the leading English Newspapers and in vernacular language Newspaper.

XI. GENERAL SHAREHOLDER INFORMATION:

Detailed information in this regard is provided in section “Shareholders Information” which forms part of this Annual Report.

XII. SHAREHOLDERS’ INFORMATION:

a. Annual General Meeting

The information regarding Annual General Meeting for the financial year ended on 31st March 2014 is as follows :-

a. Day & Date : Tuesday, 30th September, 2014

Time : 10:30 A.M.

Venue : P Restaurant, GT Centre, Rohini, Delhi

b. Financial Calendar (Tentative):

Financial reporting for the quarter ending June 30,2014 Within 45 days of end of

Quarter Financial reporting for the quarter ending September 30,2014

Financial reporting for the quarter ending December 31,2014

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

Annual General Meeting for the year ending 31st March,2015 Last week of September 2014

c. Financial Year : 1st April 2013 to 31stMarch, 2014.

d. Date of Book Closure : 23rd to 30th September, 2014

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:

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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 2014

•••• Distribution of Shareholding as on 31st March, 2014:

SHAREHOLDING IN NOMINAL

VALUE

NO. OF SHAREHOLDER

S

% OF SHAREHOLDI

NG

NO. OF SHARES

% OF SHAREHOLDIN

G

Up to 5000 134 44.08 165170 0.13

20,001 - 30,000 1 0.33 25000 0.02

50,001 - 1,00,000

106 34.87 9390830 7.42

1,00,001 AND ABOVE

63 20.72 116969000 92.43

TOTAL 304 100.00 126550000 100.00

l. Shareholding pattern as on 31st March 2014

Categories No. of

Shares

% of

Shareholding

Promoters, Directors, Relatives & Person acting in concert 3745600 29.60

Indian Bank 0 0

Others (NRI) 0 0

Private Corporate Bodies 170004 1.34

Indian Public (including HUF & Clearing Members) 8739396 69.06

Total 12655000 100.00

m. Dematerialization of Equity Shares & Liquidity

Particulars of Shares Equity Shares of Rs.10 each

Number % of Total

Physical Form 4312500 34.08

Demat Form 8342500 65.92

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Total 12655000 100

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. The Audit confirms that the total issued/paid up capital is in agreement with the aggregate of the total number of shares in physical form (none of the shares of the company are in dematerialized form) .This audit is carried out every quarter and the report thereon is submitted to Stock Exchanges.

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:- Ms. Ritu Daga – [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

(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.

Place: Kolkata

Date: 30.05.2014 On Behalf of the Board DEE KARTAVYA FINANCE LIMITED

Registered Office : C/o. Aggarwal Marketing Co.

945, Chhota Chhipiwara, Chawri Bazar, Delhi - 110 006

S/d Mr. Sumit Sharma

Chairman

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CEO CERTIFICATION TO THE BOARD

The Board of Directors Dee Kartavya Finance Limited Ref- Financial Statements for the period ended March 31st, 2014: I, Sumit Sharma, Director, of the Company on the basis of the review of the financial statements for the year ended on 31st March, 2014 along with cash flow statement for that period and to the best of our 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 31,2014, that are fraudulent, illegal or volatile of the Company’s Code of Conduct.

d) We 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 we 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/- Mr Sumit Sharma.

(Chairman)

Place Delhi

Date: 30.05.2014

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COMPLIANCE CERTIFICATE To, The Members, DEE KARTAVYA FINANCE LIMITED C/o. Aggarwal Marketing Co. 945, Chhota Chhipiwara, Chawri Bazar, Delhi - 110 006

We have examined the compliance of Corporate Governance DEE KARTAVYA FINANCE LIMITED for the year ended on 31st March, 2014, 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. Place: Kolkata For Priti Todi Practicing Company Secretary

Date: 30.05.2014 C.P. No. 12935

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FINANCIAL STATEMENT

Auditor’ Report

Independent Auditors’ Report to the Members

We have audited the accompanying financial statements of Dee Kartavya Finance Limited (the Company),

which comprise the Balance Sheet as at 31st March, 2014, and the Statement of Profit and Loss and Cash

Flow Statement for the year then ended, and a summary of significant accounting policies and other

explanatory information.

Managements’ Responsibility

Management is responsible for the preparation 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 Standards notified under the Companies Act, 1956 (the Act) read with the General Circular

15/2013 of 13th September, 2013 of the Ministry of Corporate Affairs (MCA) in respect of section 133 of the

Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal

control relevant to preparation & presentation of the financial statements that give a true and fair view and

are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted

our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of

India. 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 control relevant to the Company’s preparation and fair

presentation of the financial statements in order to design audit procedures that are appropriate in the

circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the

reasonableness of the accounting estimates made by management, as well as evaluating the overall

presentation of the financial statements. We believe that the audit evidence we have obtained is appropriate

and sufficient to provide a basis for our audit opinion.

Auditors’ 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:

� in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

� in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

� in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matter

Without qualifying our opinion, we draw your attention to points ‘K’; ‘L’ and ‘M’ of Note 19 of the

financial statements. We have not audited the books of account of previous year since we were appointed

during the year, hence we have adopted the audited accounts of previous year without verifying its

consistency or efficacy and consequently we do not express an opinion on the same.

Other Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2003 (CARO) issued by the Central Government

of India in terms of section 227(4A) of the Act, we give in the Appendix a statement on the matters specified

in paragraphs 4 and 5 of CARO.

As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief

were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as

appears from our examination of those books;

c) The Balance Sheet, 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 Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with

the Accounting Standards notified under the Act read with the General Circular 15/2013 of 13th

September, 2013 of the MCA in respect of section 133 of the Companies Act, 2013;

e) On the basis of written representations received from the directors, and taken on record by the board of

directors, none of the directors is disqualified as on 31st March, 2014, from being appointed as a director

in terms of section 274(1)(g) of the Act.

For Manoj Mehta & Co Chartered Accountants FRN : 116681W S/d M. M. Mehta Proprietor M.No. 044355 Mumbai, 30th May, 2014

�

�

�

Appendix referred to under heading ‘Other Regulatory Requirements’ in our report dated 30th May,

2014

To the best of our knowledge and belief and to the extent of information and explanations provided to us,

and based on the books of account and other record produced before us, we report that:

i. Regarding fixed assets:

(a) The company has maintained basic record showing particulars of fixed assets.

(b) The management has conducted physical verification of the fixed assets and no material discrepancies were found on such verification.

(c) The Company has not disposed off any fixed asset during the year, so as to affect the going concern assumption.

ii. Regarding inventories:

The company does not have any inventories,

consequently clauses (ii)(a) to (ii)(c) of

paragraph 4 of CARO, are not applicable.

iii. Regarding loans:

(a) The Company has granted unsecured loans

and advances to 3 parties covered in the

register specified under section 301 of the

Act. Refer point ‘K’ of Note ‘19’ for details

of these parties and amounts.

(b) These loans are interest-free and there are

no specific stipulations as to the other

terms;

(c) There are no specific time bound

stipulations as to the payment of principal

amount and interest;

(d) Since there are no specific stipulations as to

the payment of principal amount and

interest, the overdue amounts of principal

or interest cannot be determined;

(e) The Company the company has taken

unsecured loans from one company and

parties covered in the register specified

under section 301 of the Act (refer point

‘K’ of Note ‘19’ for details);

(f) The rate of interest and other terms of such

loans taken are prima facie, not prejudicial

to the interest of the company;

(g) There are no specific time bound

stipulations as regards the repayment of

principle and interest.

iv. The Company has a system of internal checks

on its day to day affairs, which also acts as an

internal control system commensurate with its

size and the nature of its business, for

purchase of inventory and fixed assets and for

sale of goods and services and no major

weaknesses were noticed in such system.

v. The register of contracts and arrangements

referred to in section 301 of the Act, is being

rationalised by the management of the

Company.

vi. The Company has not accepted any deposits

from public, in terms of section 58A and

58AA of the Act and rules framed there under

(refer point ‘M’ of Note ‘19’).

vii. We have not observed any formal internal

audit system, but as mentioned above, the

Company has a system of internal checks on

its day to day affairs, which also acts as an

informal internal audit system, commensurate

with its size and nature of its business.

viii. The central government has not prescribed

maintenance of cost records u/s. 209(1)(d) of

the Act.

ix. Regarding statutory dues:

(a) The Company is generally regular in

depositing undisputed statutory dues

including provident fund, employees’

state insurance, income tax, sales tax,

wealth tax, service tax, customs duty,

excise duty, cess and other dues (as

applicable) with the appropriate

authorities;

(b) Management has informed us that there

are no dues of income or wealth tax, sales

tax, service tax, customs duty, excise duty

�

�

or cess, that have not been deposited on

account of any dispute.

x. The Company has accumulated losses of `

3856899/- during the financial year, as against

a net worth (comprising of paid-up share

capital) of ` 126550000/- as on 31st March,

2014 and has incurred cash losses of `

1000490/- during the financial year and `

2197528/- in the immediately preceding

financial year.

xi. The Company has not availed any funds from

any financial institution or bank or from

debenture holders during the year.

xii. The Company has not granted any loans or

advances on the basis of security by way of

pledge of shares, debentures or other securities.

xiii. The provisions of any special statute applicable

to chit fund, are not applicable to the Company

and it is not a nidhi/mutual fund/society.

Consequently clauses 4(xiii)(a), (b), (c) and (d)

of CARO are not applicable.

xiv. The Company has maintained proper record of

the transactions and contracts and made timely

entries in respect of its investment in shares,

securities and other investments and these are

either held by the Company in its own name at

the year end or in the process of transfer

including lying with third parties.

xv. The Company has not given any third party

guarantees to banks or financial institutions.

xvi. The Company has not availed any term loans

from banks or financial institutions.

xvii. On an overall basis, the Company has not

prima facie, used the funds borrowed on short

term basis for long term investments during

the year.

xviii. The Company has not made any preferential

allotment of shares to parties and companies

covered in the register specified under section

301 of the Act. However the company has

received outstanding balance call money from

other parties to whom equity shares ranking

pari-passu were issued on preferential basis in

the previous year.

xix. The Company has not issued any debentures

during the year.

xx. The Company has not raised any money by

way of public issue of its shares/ securities

during the year.

xxi. On a prima facie basis, there have been no

cases of fraud on or by the Company

noticed or reported during the year.

For Manoj Mehta & Co Chartered Accountants FRN : 116681W S/d

M. M. Mehta Proprietor M.No. 044355 Mumbai, 30th May, 2014

ParticularsNote

No

Figures as at the

end of 31.03.2014

Figures as at the

end of 31.03.2013

I. EQUITY AND LIABILITIES

Shareholder's Funds

Share Capital 1 126,550,000.00 124,668,000.00

Reserves and Surplus 2 (3,856,898.75) (2,856,409.13)

Non-Current Liabilities

Deferred tax liabilities (Net) - 5,983.00

Current Liabilities

Trade payables 3 326,031.00 923,360.00

Other current liabilities 4 37,452.00 -

Short-term provisions 5 51,033.00 32,357.00

Total 123,107,617.25 122,773,290.87

II.Assets

Non-current assets

Fixed assets

(i) Tangible assets 6 4,643.00 10,105.52

Long term loans and advances 7 38,140,000.00 65,640,000.00

Deferred tax Asset (Net) 816.00

Current assets

Current investments 8 69,752,964.04 52,301,279.00

Trade receivables 9 - 793,565.20

Cash and cash equivalents 10 2,516,710.21 408,341.15

Short-term loans and advances 11 12,489,134.00 20,000.00

Other current assets 12 203,350.00 3,600,000.00

Total 123,107,617.25 122,773,290.87

Regn. No. 116681W

S/d

(CA Manoj Mehta)

Proprietor

Place : Delhi

Dated : 30th May, 2014Mem . No . A29720

(Company Secretary)

Ritu Daga

(Director)

M.No.: 044355

As per our separate report of an Even Date

For Manoj Mehta & Co.,

Chartered Accountants

S/d

Sumit Sharma

( Managing Director)

DIN: 06661232

DEE KARTAVYA FINANCE LIMITED

Balance Sheet as at 31st March, 2014

Navratan Kalwani

S/d

S/d

DIN: 05155563

Auditor's Report

Particulars Note NoFigures as at the

end of 31.03.2014

Figures as at the

end of 31.03.2013

STATEMENT OF PROFIT AND LOSS

I. Revenue from operations 13 777,209.28 1,090,255.35

II. Other Income 14 1,355,040.00 -

III. Total Revenue (I +II) 2,132,249.28 1,090,255.35

IV. Expenses:

Employee benefit expense 15 737,483.00 224,000.00

Financial costs 16 27,784.00 -

Depreciation and amortization expense 6 5,462.52 2,821.00

Other expenses 17 1,269,329.38 750,028.68

Total Expenses 2,040,058.90 976,849.68

V.Profit before exceptional and extraordinary items and tax (III -

IV) 92,190.38 113,405.67

VI. Exceptional Items 1,047,945.00 1,185,162.00

VII. Profit before extraordinary items and tax (V - VI) (955,754.62) (1,071,756.33)

VIII. Extraordinary Items - 400,000.00

IX. Profit before tax (VII - VIII) (955,754.62) (1,471,756.33)

X. Tax expense:

(1) Current tax 51,534.00 32,357.00

(2) Earliar Years Tax - 693,415.00

(3) Deferred tax (6,799.00) -

XI.Profit(Loss) from the perid from continuing operations (VII-

VIII) (1,000,489.62) (2,197,528.33)

XII. Profit/(Loss) from discontinuing operations - -

XIII. Tax expense of discounting operations - -

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

XV. Profit/(Loss) for the period (XI + XIV) (1,000,489.62) (2,197,528.33)

XVI. Earning per equity share: 18

(1) Basic (0.08) -

(2) Diluted (0.08) -

Regn. No. 116681W

S/d

(CA Manoj Mehta)

Proprietor

Place : Delhi

Dated : 30th May, 2014




Mem. No. A29720

Ritu Daga

Sumit Sharma

Navratan Kalwani

S/d

DIN: 05155563

(Company Secretary)


(Director)

S/d

Profit and Loss statement for the year ended 31st March, 2014

M.No.: 044355

Auditor's Report


DIN: 06661232

S/d

Sl. No. 31.03.2014 31.03.2013

A Cash Flow from Operating Activities

Net Profit before tax and extraordinary Items (955,754.62) (1,471,756.33)

Adjustments for

Extraordinary Items - 400,000.00

Exchange Listing Expenses - 112,360.00

Interest received 1,355,040.00 -

Depreciation 5,462.52 2,821.00

Interest Paid 27,784.00 -

Oprating Profit before working capital changes (2,277,548.10) (956,575.33)

Adjustment for capital changes

Inventories - -

Decrease (Increase) in trade and Other Receivable 793,565.20 2,391,434.80

Decrease (Increase) in Other Current Assets 3,396,650.00 2,693,415.00

Decrease (Increase) in Long Term Loans & Advances 27,500,000.00 (65,100,000.00)

Decrease (Increase ) in Short Term Loans & Advances (12,469,134.00) (20,000.00)

(Decrease) Increase in Trade Payable (597,329.00) 912,360.00

(Decrease) Increase in Other Current Liability 37,452.00 -

(Decrease) Increase in Provisions - -

Cash genrated from operations 16,383,656.10 (60,079,365.53)

Income Tax And FBT paid for the Year 32,858.00 693,415.00

Extraordinary Items - 400,000.00

Net Cash From Operating Activities 16,350,798.10 (61,172,780.53)

B Cash Flow From Investing Activities

Decrease / (Increase) in Fixed Assets - -

Decrease / (Increase) in Investments (17,451,685.04) (14,391,500.00)

Interest Received 1,355,040.00 -

Adjustments for Depreciation - -

Net Cash from Investing Activities (16,096,645.04) (14,391,500.00)

C Cash Flow From Financing Activities

Increase in Share Capital 1,882,000.00 75,550,000.00

Increase in Reserves & Surplus - -

Exchange Listing Expenses - (112,360.00)

Interest Paid 27,784.00 -

Net Cash used in Financing Activities 1,854,216.00 75,437,640.00

Net Increase in Cash & Cash Equivalents 2,108,369.00 (126,641.00)

Opening Balance of Cash & Cash Equivalents 408,341.00 534,982.00

Closing Balance of Cash & Cash Equivalents 2,516,710.00 408,341.00

Auditor's Report



Chartered Accountants S/d

Regn. No. 116681W Sumit Sharma


DIN: 05155563

S/d

(CA Manoj Mehta) S/d

Proprietor Navratan Kalwani

M.No.: 044355 (Director)

DIN: 06661232

Place : Delhi S/d

Dated : 30th May, 2014 Ritu Daga

(Company Secretary)

Mem. No. A29720

Particulars


Statement of Cash Flow Annexed to the Balance Sheet as at 31st March, 2014

(In Rupees)

Sl. No.Figures as at the

end of 31.03.2014

Figures as at the

end of 31.03.2013

1 Share Capital

Equity share capital

Authorised share capital 135,000,000.00 135,000,000.00

13500000 shares of Rs. 10 each

(Previous Year 135000000 shares of Rs. 10 each)

Issued and subscribed share capital 126,550,000.00 51,000,000.00

12655000 shares of Rs.10/- each

(Previous Year 5100000 shares of ` 10 each)

Add: Issued during the Year 7555000 shares of ` 10 each - 75,550,000.00

(Previous Year Nil shares of ` 10 each)

126,550,000.00 126,550,000.00

Paid up Share Capital

(Previous Year 5100000 shares of 10 each) 124,668,000.00 51,000,000.00

Add: Allortment during the year - 75,550,000.00

Less: Call Money Receivable - 1,882,000.00

Add: Allotment Money Received during the year 1,882,000.00 -

Paidup Share Capital 126,550,000.00 124,668,000.00

TOTAL 126,550,000.00 124,668,000.00

The detail of shareholders holding more than 5% shares

As at As at

31st March,2014 31st March,2013

No. of Shares No. of Shares

1 ARUN SHARMA 750000 5.93 750000 5.93

Regency Complex River Veiw Lane

Paonta Sahib(H.P)

2 SUNITA SHARMA 650000 5.14 650000 5.14


Paonta Sahib(H.P)

3 AMITABH SHARMA 650000 5.14 650000 5.14


Paonta Sahib(H.P)

As at As at

31st March,14 31st March,13

No. of Shares No. of Shares

2 Reserves and Surplus

As per Last Balance Sheet (2,856,409.13) (658,880.80)

Addition during the Year (1,000,489.62) (2,197,528.33)

Balance (3,856,898.75) (2,856,409.13)

TOTAL (3,856,898.75) (2,856,409.13)

S/d S/d S/d

Sumit Sharma


DIN: 05155563

Particulars


Notes to Financial Statement for the year ended 31st Match, 2014

%heldName of the Share HoldersSl. No. %held

Particulars Sl. No.

DIN: 06661232 Mem. No. A29720

(Company Secretary)

RITU DAGANavratan Kalwani

(Director)

Sl. No.Figures as at the

end of 31.03.2014

Figures as at the

end of 31.03.2013

3 Trade Payable

Others

Dynamic Tradeserv Pvt Ltd - 400,000.00

Salvation Developers Ltd. - 512,360.00

Audit Fee Payable 45,000.00 11,000.00

Director Remunaration 234,000.00 -

Salary Payable 36,000.00 -

Others 11,031.00 -

TOTAL 326,031.00 923,360.00

4 Other Current Liability

Tds payable 37,452.00 -

Total 37,452.00 -

5 Short-term provisions

Provision for Income Tax 51,033.00 32,357.00

Total 51,033.00 32,357.00

7 Long term loans and advances

Loans and advances to related parties (refer Note 19(K)) 540,000.00 540,000.00

Advance to others against joint venture agreement executed 37,600,000.00 65,100,000.00

TOTAL 38,140,000.00 65,640,000.00

8 Current Investments

Investments in Equity instruments: (refer Note 19(I))

a. Of Related Parties (refer Note 19(K)) 673,725.19 9,588,350.00

b. Others 69,079,238.85 42,712,929.00

TOTAL 69,752,964.04 52,301,279.00

9 Trade receivables

Unsecured

O P Gupta & Co. - -

Linton Commodities Pvt Ltd - 331,325.20

Brokerage Receivable - 462,240.00

TOTAL - 793,565.20

10 Cash and cash equivalents

Balances with banks

HDFC Bank Ltd., 1,531,884.63 49,337.08

State Bank of India, Paonta Sahib 1,632.51 27,005.00

Union Bank of India, Paonta Sahib 1,938.97 2,048.97

1,535,456.11 78,391.05

Cash in hand 981,254.10 329,950.10

TOTAL 2,516,710.21 408,341.15

11 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 20,000.00 20,000.00

ii) Boston Trade & Investment Enterprise Pvt Ltd 3,146,466.00 -

iii) Desana Impex Limited 3,584,661.00 -

iii) Eishan Steel Pvt Ltd 2,096,904.00

iv) Shagun Business Services Pvt Ltd 1,538,281.00

v) Tirubala Developers Pvt Ltd. 2,102,822.00

TOTAL 12,489,134.00 20,000.00


Notes to Financial Statement for the year ended 31st Match, 2014

Particulars

12 Other Current Assets

Om Prakash Aggarwal 5,000.00 -

Share Application Money Paid(Related Party) 100,000.00 2,600,000.00

Share Application Money Paid(Others) - 1,000,000.00

TDS A.Y. 2014-15 98,350.00 -

TOTAL 203,350.00 3,600,000.00

13 Revenue from Operations

Others

Interest income 521,260.00 -

Commission/Dividend - 288,000.00

Commodity Trading Profit 297,763.92 331,325.20

Dividend On IDBI Liquid Fund 3,709.03 8,690.15

Brokerage on sale of office space - 462,240.00

Profit on sale of investment (45,523.67)

TOTAL 777,209.28 1,090,255.35

14 Other Income

Interest on call money 1,355,040.00 -

TOTAL 1,355,040.00 -

15 Employee Benefits Expense

Salaries and wages 737,483.00 224,000.00

TOTAL 737,483.00 224,000.00

16 Finance Cost

Interest on Taxes 27,784.00 -

TOTAL 27,784.00 -

17 Other expenses

Audit Fee 50,000.00 11,000.00

Bank Charges 5,205.57 8,568.53

Listing & Depository Fee 116,798.00 112,360.00

Compliance Certificate Fee - 3,500.00

Travelling & Conveyance Expenses 341,139.00 48,000.00

Delivery Charges - 2,190.15

Electricity & Water Expenses 14,750.00 14,350.00

Fee & Taxes 7,500.00 13,500.00

Legal & Professional Charges 58,680.00 4,000.00

Misc. Expenses 87,237.81 55,060.00

Printing & Stationery 18,360.00 12,500.00

Postage & Couriers 6,967.00 2,350.00

Power & Fuel Expenses 11,164.00 57,650.00

Rent, Rates & Fees 60,000.00 5,000.00

Service Charges 11,236.00 400,000.00

Advertisement 109,696.00 -

Telephone Expenses 21,070.00 -

Director Remunaration 285,000.00 -

Register and Share Transfer Expenses 64,526.00 -

TOTAL 1,269,329.38 750,028.68

a) Details of Payment to Auditor

As Auditor

Audit Fees 50,000 11,000

In other Capacity - -

Total 50,000 11,000

Regn. No. 116681W

S/d

(CA Manoj Mehta)

Proprietor

Place : Delhi

Dated : 29th May, 2013


(Company Secretary)

Mem. No. A29720

Auditor's Report

(Director)

M.No.: 044355


S/d


Navratan Kalwani

S/d

Ritu Daga

S/d


Sumit Sharma

DIN: 05155563

DIN: 06661232

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Dee Kartavya Finance Limited

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

March, 2014

A. Background Information

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. Basis of preparation of Financial Statements

(a) Basic Principles – The financial statements are prepared under the historical cost convention, on a

going concern basis and they comply in all material aspects with the accounting principles generally

accepted in India (Indian GAAP), the prescribed accounting standards and the relevant provisions of the

Companies Act, 1956 (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 balance sheet date.

C. Revenue 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. Fixed 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 XIV of the

Companies Act, 1956.

E. Foreign Currency Transactions – Disclosures pursuant to Accounting Standard (AS) 11:

(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 rate differences (gains 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. Inventories – The Company has not acquired any inventories during the year.

G. Cash Flow Statement – 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.

Dee Kartavya Finance Limited (Note 19 . . . 31-03-2014 . . . contd . . .)

H. Tax 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 the 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 �

6799/- on account of depreciation.

I. Investments

(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 either 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 31-3-2014, are specified below:

SN Particulars Nos. Cost (�) Market Value (�)

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

1. Blue Print Securities Ltd. 7765 23,79,584.25 N.A.

2. Ecowave Infotech Ltd. 1500 490,650.00 N.A.

3. Multiplus Resources Ltd. 6600 13,12,740.00 N.A.

4. Shardraj Trade Ltd. 170 9,350.00 N.A.

5. Twenty First Century (India) Ltd. 41100 1,34,45,865.00 N.A.

6. Quest Financial Services Ltd. 22808 19,66,049.60 N.A.

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

1. Padmawati Ferro & Alloys Pvt. Ltd. 1250000 1,25,00,000.00 N.A.

2. Sunar Construction Pvt. Ltd. * 30000 3,00,000.00 N.A.

3. Regency Aquaelectro & Motel Resorts Pvt. Ltd. * 16941 98,725.19 N.A.

4. Clubside Dealcomm Pvt. Ltd. 4750 9,500,000 N.A.

5. Garv Projects Pvt. Ltd. 50000 5,000,000 N.A.

6. Jackpot Vintrade Pvt. Ltd 8191 8,191,000 N.A.

7. Lifestyle Barter Pvt. Ltd. 72400 724,000 N.A.

8. Opus Estates Pvt. Ltd. 3260 3,260,000 N.A.

9. Risewell Sales Pvt. Ltd. 10300 1,03,00,000 N.A.

10. Uniglory Developers Pvt. Ltd. * 275 2,75,000 N.A.

(*) Denotes investments in associate/group companies.

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

SN Particulars 31-03-2014 31-03-2013

a. Net profit or loss available for equity shareholders (-) 1000490 (-) 2197528

b. Nominal value of equity shares (�) 10 10

c. Adj. weighted average no. of shares outstanding during the period 12655000 5887068

d. Potential equity shares outstanding during the period 0 0

e. Basic EPS (�) (-) 0.0791 (-)0.37


(Note 19 . . . 31-03-2014 . . . contd . . .)

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

(1) Associate/group companies, firms, other

entities:

• Bronze Infratech Limited

• 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

SN Transactions with related parties during the year 31-3-2014 (�) * 31-3-2013 (�)

*

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

Loans / advances provided 38340000 1 28040000

Share application money paid 2600000 2 2500000

Purchase of share / securities 9500000 -

Investments in equity shares 17929970 3 8793350

b. Individuals having control:

Loans / advances provided - -

Sale of share/securities 14999550 -

c. Key management personnel:

Remuneration and Salary paid 487483 -

Amounts payable 270000 -

Notes: (1) � 37800000/- squared-off during the year; (2) � 2500000/- squared-off during the year; (3) �

673725/- closing balances of these investments;

L. Segmental 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 the

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. Contingent 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 for all known,

anticipated or contingent liabilities. Events occurring after the balance sheet date 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.


(Note 19 . . . 31-03-2014 . . . contd . . .)

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. Prior Period Items – The Company follows the accrual system of accounting, but provision for expenses is

made on the basis of the materially concept 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 � 260000/- (� Nil) during the

year.

T. Retirement Benefits – The management 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 elsewhere:

SN Particulars 31-03-2014 31-03-2013

a. Expenditure in foreign exchange 0 0

b. Earnings in foreign exchange 0 0

c. Imports (raw material, components/spares, capital goods) 0 0

d. Other remittances in foreign exchange 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.

Per our report attached On behalf of the board

For Manoj Mehta & Co

Chartered Accountants S/d S/d

FRN: 116681W Sumit Sharma Navratan Kalwani

Mg. Director Director

S/d

M. M. Mehta S/d

Proprietor

M. No. 044355 Ritu Daga

Company Secretary

Mumbai, 30th May, 2014 Delhi, 30

th May, 2014

DEE KARTAVYA FINANCE LIMITED C/o. Aggarwal Marketing Co., 945, Chhota Chhipiwara, Chawri Bazar, Delhi - 110 006.

E-mail ID-)**+,-',./,012,(3&452��

(CIN6��7"8��"88��8��)

PROXY FORM (Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014) I/We Resident of In

the district of being member/members of the above named

Company, hereby appoint

resident of in the district of

or failing Him

resident of in the district of as

my/our proxy to attend and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on Tuesday , the 30th day of September 2014 at 10.30 A.M., at P Restaurant, GT Centre, Rohini, Delhi. And any adjournment thereof. Registered Folio No.

No. of Shares held

Signed on this

day of 2014

Affix

Signed by the said

Revenue

Signature of Proxy

Stamp

Attested by Shareholder

�

�

DEE KARTAVYA FINANCE LIMITED C/o. Aggarwal Marketing Co., 945, Chhota Chhipiwara, Chawri Bazar, Delhi - 110 006.

E-mail ID-)**+,-',./,012,(3&452��

(CIN: ��)

ATTENDANCE SLIP I hereby record my presence at the Twenty Fifth Annual General Meeting of the Company held on Tuesday, the 30th day of September 2014 at 10.30 A.M., at P Restaurant, GT Centre, Rohini, Delhi.

Name of Shareholder/s Father/Husband’s Name Name of Proxy or Company Representative Registered Folio No.\Client ID\ DP ID _______________ No. of Shares held __________

Signature of the Shareholder(s) or Proxy or Company Representative_______________________

Documents

˘ ˇˆ ˙ ˝ˆ˛ˆ...6 ASTHA JAIN 60000 Others 7 BASUDEO PARASAD 80000 Others 8 BIJAY KUMAR AGARWAL 80000 Others 9 BIJAY KUMAR AGARWAL HUF 80000 Others 10 BINAY KUMAR SINGH 80000