To,
The Members,
Kshitij Invesments Limited
Your Directors are pleased to present their 45th Annual Report on the state of affairs
of the Company together with the Audited Financial Statement (Standalone) of Accounts and
the Auditors' Report of Kshitij Invesments Limited ["the Company'] for the year ended
31st March, 2024.
1. FINANCIAL RESULTS
The Company Financial Performance (Standalone) for the financial year ended on 31st
March, 2024 under review is given hereunder:
(Amount in Thousand)
| PARTICULARS |
Standalone Financial Statements |
|
2023-2024 |
2022-2023 |
| Net Sales /Income from Business Operations |
- |
- |
| Other Income |
226.29 |
1,920.00 |
| Total Income |
226.29 |
1,920.00 |
| Less: Total Expenses |
2,382.89 |
1,065.84 |
| Profit/(Loss) before Exceptional Item and tax |
-2,156.60 |
854.16 |
| Less: Exceptional Item |
- |
- |
| Profit/(Loss) before tax |
-2,156.60 |
854.16 |
| Less: Current Income Tax |
- |
- |
| Less: Deferred Tax |
- |
- |
| Net Profit/(Loss) after Tax |
-2,156.60 |
854.16 |
| Earning per share (Basic) |
-0.684 |
1.357 |
| Earning per Share (Diluted) |
-0.684 |
1.357 |
2. REVIEW OF OPERATIONS
During the year under review, the Standalone Total Income was Rs. 226.29 (thousand)
against Rs.1,920 (thousand) for the corresponding previous year.
Total Comprehensive loss for the period was Rs. 2,156.60 (thousand) as
against the income of Rs. 854.16 thousand in the corresponding previous year.
The Company is deploying its resources in the best possible way to increase business
volumes and plans to achieve increased business.
3. DIVIDENDS
In order to conserve resources for future growth and expansion, the Directors do not
recommend any dividend on equity share capital of the Company for the Financial Year ended
on 31st March, 2024.
4. TRANSFER TO RESERVES
As no transfer to any reserve is proposed, the entire balance available in the
statement of profit and loss is retained in it.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
6. CHANGE IN THE NATURE OF THE BUSINESS
No change in the nature of business activities during the year.
Pursuant to change in Management and with the aim to explore new markets and business
opportunities the Company is to adopt new Main object clause.
7. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required in terms of the Listing Regulations
is annexed to the report as Annexure I and is incorporated herein by
reference and forms an integral part of this report.
8. BUSINESS OUTLOOK
The Directors are under the process of exploring other avenues of diversifying into new
areas of business. With new management company is going into major transformation in
current and coming financial years and will explore new markets and business opportunities
as per the Main objects of the Company.
9. SHARE CAPITAL
As on 31st March, 2024, the Authorised share capital of the Company is Rs.
3,20,00,000/- (Rupees
Three Crore Twenty Lakh only) divided into 32,00,000 (Rupees Thirty Two Lakhs) Equity
Shares of Rs 10/- (Rupees Ten only) each; and Issued, Subscribed and Paid up share capital
of the Company is Rs. 3,15,24,000/- (Rupees Three Crore Fifteen Lakh Twenty-Four Thousand
only) divided into 31,52,400 (Thirty One Lakh Fifty Two Thousand Four Hundread only)
Equity Shares of Rs. 10/-
(Rupees Ten only) each. The Company has only one class of equity shares having at par
value of
Rs. 10/- per share. Each holder of equity shares entitled to one vote per share.
During the year, the Company's authorized share capital was increased from Rs.
75,00,000 (7,50,000 shares of Rs. 10 each) to Rs. 3,20,00,000 (32,00,000 shares of Rs. 10
each). Additionally, the Company issued 24,50,000 new Equity shares (ranking pari-passu
with the existing equity shares in the Company), which consequently increased the paid-up
capital from Rs. 62,94,000 (6,29,400 shares of Rs. 10 each) to Rs. 3,15,24,000 (31,52,400
shares of Rs. 10 each).
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Changes in Directors:
• Directors as on 31st March, 2024
| S. No. |
Name of Director |
DIN |
Designation |
| 1 |
Pranav Vinaykumar Rajkumar |
00289342 |
Whole-time director/CFO |
| 2 |
Pankaj Hiralal Raval |
00288660 |
Executive Director |
| 3 |
Dipika Agarwal |
07584659 |
Executive Director |
| 4 |
Sanjib Dutta |
08419495 |
Independent Director |
| 5 |
Ramlakhan Shiv Singh |
02898800 |
Independent Director |
| 6 |
Suvarna Ramchandra Shinde |
09751614 |
Independent Director |
• Pursuant to completion of open offer and takeover of the Company and change in
promoters and management in the Company, the Board of Directors at its meeting, have
approved the resignation of below Directors on 29/05/2024:
| S. No. |
Name of Director |
DIN |
Date of Cessation |
Designation |
| 1. |
Pankaj Hiralal Raval |
00288660 |
29/05/2024 |
Executive Director |
| 2. |
Dipika Agarwal |
07584659 |
29/05/2024 |
Executive Director |
| 3. |
Sanjib Dutta |
08419495 |
29/05/2024 |
Independent Director |
| 4. |
Ramlakhan Shiv Singh |
02898800 |
29/05/2024 |
Independent Director |
• Based on the recommendation of the Nomination and Remuneration Committee and
Pursuant to completion of open offer and takeover of the Company and change in promoters
and management in the Company, the Board of Directors at its meeting, have approved
appointment of below Directors with effect from 29th May, 2024 and who consequently will
be re-appointed at the Annual General Meeting of the Company.
| S. No. |
Name of Director |
DIN |
Date of Appointment |
Designation |
| 1 |
Rohit Agrawal |
06531456 |
29/05/2024 |
Additional Director/ Executive Director |
| 2 |
Rahul Agrawal |
06532413 |
29/05/2024 |
Additional Director / Executive Director |
| 3 |
Krati Maheshwari |
09611183 |
29/05/2024 |
Additional Independent Director /Independent Director |
| 4 |
Anshika Goyal |
10635687 |
29/05/2024 |
Additional Independent Director /Independent Director |
b) Key Managerial Personnel:
Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the
Company as on 31st March, 2024:
| S.No |
Name of KMP |
Designation |
| 1 |
Pranav Vinaykumar Rajkumar |
Whole-time director/CFO |
| 3 |
Nikunj Mahendrabhai Kanabar |
Company Secretary and Compliance officer |
Pursuant to completion of open offer and takeover of the Company and change in
promoters and management in the Company, the Board of Directors at its meeting, have
approved the resignation of CS Nikunj Mahendrabhai Kanabar on 29/04/2024 and appointed CS
Nalini Kankani on 29/05/2024 as Company Secretary and Compliance officer of the Company.
c) Declaration by Independent Director(s):
The company has received the necessary declaration from each Independent Directors in
accordance with Section 149 (7) of the Companies Apt 2013, that they meets the criteria of
independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013 and
Regulation 16(1) (b) of the SEBI Listing Regulations.
All Independent Directors of the Company have affirmed compliance with the Schedule IV
of the Act and Company's Code of Conduct for Directors and Senior Management.
All the Independent Directors of the Company have complied with the requirement of
inclusion of their names in the data bank of Independent Directors maintained by Indian
Institute of Corporate Affairs and they meet the requirements of proficiency
self-assessment test.
d) Formal Annual Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI
(LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of
its own performance, the directors individually as well as the evaluation of the working
of its Committees. The Directors expressed satisfaction with the evaluation process.
Further, all the directors of the Company have confirmed that they satisfy the fit and
proper criteria as prescribed under the applicable regulations and that they are not
disqualified from being appointed as directors in terms of Section 164(2) of the Companies
Act, 2013.
11. MEETINGS OF THE BOARD
During the year, 9 (Nine) Board Meetings were convened and held, the details of which
are given below. The intervening gap between the two consecutive meetings was within the
period prescribed under the Companies Act, 2013, Secretarial Standards and the SEBI (LODR)
Regulations, 2015.
The Meetings that were held in the financial year 2023-2024:
| S.No. |
Meeting |
Date |
| 1. |
Board Meeting |
24/04/2023 |
| 2. |
Board Meeting |
21/06/2023 |
| 3. |
Board Meeting |
05/07/2023 |
| 4. |
Board Meeting |
12/07/2023 |
| 5. |
Board Meeting |
04/08/2023 |
| 6. |
Board Meeting |
17/10/2023 |
| 7. |
Board Meeting |
10/11/2023 |
| 8. |
Board Meeting |
13/02/2024 |
| 9. |
Board Meeting |
04/03/2024 |
12. MEETINGS OF THE INDEPENDENT DIRECTORS
During the Financial Year 2023-2024, 2 (Two) Meetings of Independent Directors were
held on,
05/03/2024 and 30/03/2024 without the attendance of Non-Independent Directors and
members of the Management. On 05/03/2024 to discuss and review the open offer of Kshitij
Invesments Limited. On 30/03/2024 to review the performance of Non-Independent Directors
and the Board as a whole and assessed the quality, quantity and timeliness of flow of
information between the
Company Management and the Board that is necessary for the Board to effectively and
reasonably perform its duties.
13. MEETINGS OF THE COMMITTEES
There are currently three committees of the Board, as following:
a. Audit Committee
The Audit Committee of the Company reviews the reports to be submitted with the Board
of
Directors with respect of auditing and accounting matters. It also supervises the
Company's financial reporting process.
During the Financial Year 2023-2024, 4 (four) Meetings were held on 24/04/2023,
04/08/2023, 10/11/2023, 13/02/2024. The time gap between any two meetings was not more
than 4 months and the Company has complied with all the requirements as mentioned under
the Listing Agreement/SEBI (LODR) Regulations, 2015 and the Companies Act, 2013.
The composition of the Audit Committee is as under:
| S.No. |
Name |
Category |
Designation |
| 1. |
Sanjib Dutta |
Independent Director |
Chairman |
| 2. |
Ramlakhan Shiv Singh |
Independent Director |
Member |
| 3. |
Pranav Vinaykumar Rajkumar |
Whole Time Director |
Member |
Reconstitution of Audit Committee from 05/07/2023:
| S.No. |
Name |
Category |
Designation |
| 1 |
Sanjib Dutta |
Independent Director |
Chairman |
| 2 |
Ramlakhan Shiv Singh |
Independent Director |
Member |
| 3 |
Suvarna Ramchandra Shinde |
Independent Director |
Member |
Further, Audit Committee was reconstituted on 29/05/2024:
| S.No. |
Name |
Category |
Designation |
| 1 |
Ms. Suvarna Ramchandra Shinde |
Independent Director |
Chairman |
| 2 |
Ms. Krati Maheshwari |
Additional Independent Director |
Member |
| 3 |
Ms. Anshika Goyal |
Additional Independent |
Member |
|
|
Director |
|
b. Nomination and Remuneration Committee
The Committee's constitution and terms of reference are in compliance with provisions
of section 178 of the Companies Act, 2013, Regulation 19 of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
from time to time.
During the Financial Year 2023-2024, 3 (Three) Meetings were held on 21/06/2023,
05/07/2023 and 17/10/2023.
The composition of Nomination and Remuneration Committee constituted as under:
| S.No. |
Name |
Category |
Designation |
| 1 |
Sanjib Dutta |
Independent Director |
Chairman |
| 2 |
Ramlakhan Shiv Singh |
Independent Director |
Member |
| 3 |
Pranav Vinaykumar Rajkumar |
Whole Time Director |
Member |
Reconstitution of Nomination and Remuneration Committee from 05/07/2023:
| S.No. |
Name |
Category |
Designation |
| 1. |
Sanjib Dutta |
Independent Director |
Chairman |
| 2. |
Ramlakhan Shiv Singh |
Independent Director |
Member |
| 3. |
Suvarna Ramchandra Shinde |
Independent Director |
Member |
Further, Nomination and Remuneration Committee was reconstituted on 29/05/2024:
| S.No. |
Name |
Category |
Designation |
| 1 |
Ms. Suvarna Ramchandra Shinde |
Independent Director |
Chairman |
| 2 |
Ms. Krati Maheshwari |
Additional Independent Director |
Member |
| 3 |
Ms. Anshika Goyal |
Additional Independent Director |
Member |
c. Stakeholders Relationship Committee
The terms of reference are in line with Section 178 of the Companies Act, 2013 and
Regulation 20 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Committee reviews Shareholder's/ Investor'
s complaints like non-receipt of Annual Report, physical transfer/
transmission/transposition, split/ consolidation of share certificates, issue of duplicate
share certificates etc. This Committee is also empowered to consider and resolve the
grievance of other stakeholders of the Company including security holders.
During the Financial Year 2023-2024, 1 (One) Meeting was held on 13/02/2024
The composition of the Committee constituted as under:
| S.No. |
Name |
Category |
Designation |
| 1 |
Sanjib Dutta |
Independent Director |
Chairman |
| 2 |
Ramlakhan Shiv Singh |
Independent Director |
Member |
| 3 |
Suvarna Ramchandra Shinde |
Independent Director |
Member |
Further, Nomination and Remuneration Committee was reconstituted on 29/05/2024:
| S.No. |
Name |
Category |
Designation |
| 1 |
Ms. Suvarna Ramchandra Shinde |
Independent Director |
Chairman |
| 2 |
Ms. Krati Maheshwari |
Additional Independent Director |
Member |
| 3 |
Ms. Anshika Goyal |
Additional Independent Director |
Member |
14. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.
15. PARTICULARS OF EMPLOYEES
The provisions of Section 197 read with rule 5(2) & (3) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars
of the employees to be disclosed in the Report of Board of Directors are not applicable to
the Company as none of the employees was in receipt of remuneration in excess of Rs.1.20
Crore per year during the financial year 2023-24.
16. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2013, the Board of
Directors of the Company hereby confirms that:
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent, so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
(c) The directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors have prepared the annual accounts on a going concern basis; and
(e) The directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) The directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
17. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The company has no subsidiaries, joint ventures or associate companies. During the
Financial Year, no company ceased as Subsidiary, joint venture or associate of the
company.
18. STATUTORY AUDITORS:
M/S DMKH & CO., Chartered Accountants (having Firm Registration Number:
116886W), Pune to hold the office for the term of five years beginning from the conclusion
of the 44th Annual General Meeting held on 7th August, 2023 till the conclusion of the
49th Annual General Meeting for FY 2027-2028 of the Company on such terms and remuneration
as may be mutually agreed upon between the said Auditors and Board of Directors of the
Company".
As required under the provisions of Section 139(1) and 141 of the Companies Act, 2013
read with the Companies (Accounts and Auditors) Rules, 2014, the Company has received a
written consent and certificate from the auditors to the effect that they are eligible to
continue as Statutory Auditor of the Company.
19. AUDITORS' REPORT
Explanation on Statutory Auditors comments:
The comments made in Auditors Report read with notes on accounts are self-explanatory
and therefore, in the opinion of the Directors, do not call for any further explanation.
20. SECRETARIAL AUDIT
In terms of Section 204 of the Act and Rules made there under, M/s. Ravi Patidar and
Associates, Practicing Company Secretaries have been appointed Secretarial Auditors of the
Company. The Secretarial Audit Report forms part of Annual report as Annexure II.
21. INTERNAL FINANCIAL CONTROLS AND ADEQUECY
The Company has in place adequate internal financial controls with reference to the
financial statement. The Internal Audit of the Company is regularly carried out to review
the internal control systems and processes. The Audit Committee of the Board periodically
reviews the internal control systems with the management, Internal Auditors and Statutory
Auditors. Significant internal audit findings are discussed and follow-ups are taken
thereon.
Further, M/s Agrawal Aayush and Associates, Firm Registration number: 032918C as an
Internal Auditor of the Company with effect from the Financial Year 2024-25.
22. EMPLOYEES' STOCK OPTION PLAN
The Company has not provided stock options to any employee.
23. VIGIL MECHANISM
The company has formulated a Whistle Blower Policy to provide Vigil Mechanism for
employees of the company to report genuine concerns. The provisions of this policy are in
line with the provisions of the Section 177 (9) of the Act and the Listing Regulations.
24. RISK MANAGEMENT POLICY
The Company's principal financial liabilities include trade and other payables. The
Company's principal financial assets include cash and cash equivalents and others. The
Company is exposed to liquidity risk and market risk. The Company's senior management
oversees the management of these risks. The Company's senior management provides assurance
that the Company's financial risk activities are governed by appropriate policies and
procedures and that financial risks are identified, measured and managed in accordance
with the Company's policies and risk objectives.
Risk management policy of the company has been placed on the Company website
https://www.kiltd.in/. Presently, Regulation 21 of the SEBI LODR with respect to Risk
Management Committee is not applicable to your Company.
25. CORPORATE GOVERNANCE
As stipulated vide regulation 15(2) of the SEBI (LODR) Regulations, 2015, the
requirement of furnishing report on corporate governance is not applicable to your Company
as it's paid up capital and net-worth is below the threshold limit prescribed for the
purpose.
26. DEPOSITS
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on public deposits was outstanding as on the date of the Balance
Sheet.
27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year there is no loans and guarantees given and investments made under
Section 186 of the Companies Act, 2013.
28. RELATED PARTY TRANSACTIONS
All Related Party transactions that were entered into during the financial year under
reference were on the arm's length basis and were in ordinary course of business and in
compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. There are no materially
significant related party transactions between the Company and the Promoters, Directors,
Key Managerial Personnel, Subsidiaries, relatives or other designated persons, which may
have a potential conflict with the interest of the Company at large. Accordingly,
particulars of contracts or arrangements with related parties referred to in Section
188(1) along with the justification for entering into such contract or arrangement in form
AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 is not applicable to the Company. Please refer Note 20 of
Significant accounting policies and Notes to accounts for related party transactions as
per IND AS-24 and Schedule V of the SEBI (LODR) 2015 as amended from time to time.
All Related Party Transactions were placed before the Audit Committee and have been
approved by the Board. Omnibus approval of Audit Committee is obtained for the
transactions that are foreseen and repetitive in nature.
Your Company has formulated a policy on related party transactions, which is also
available on Company's website https://www.kiltd.in/
29. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE
a. Conservation of Energy, Technology Absorption
Company has limited scope for undertaking energy conservation exercises, but
nevertheless continues to emphasize work practices that result in conservation of energy.
At the offices of your Company, special emphasis is placed on installation of
energy-efficient lighting devices, use of natural light as best as possible, and adoption
of effective procedures for conservation of electricity, water, paper and other materials
that consume natural resources.
b. Technology absorption
The activities of the Company do not as such involve any technology absorption or
expenditure on research and development. Nonetheless, the Company's endeavours would be to
achieve what is best possible in its business.
c. Foreign Exchange Earning and Outflow
During the year under review, there was no earning or outgoing in foreign exchange.
30. COST AUDIT
As per the Cost Audit Orders and in terms of the provisions of Section 148 and all
other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and
Auditors) Rules, 2014, Cost Audit is not applicable to our Company.
31. CORPORATE SOCIAL RESPONSIBILITIES (CSR)
Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of
rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a
net profit of rupees five crore or more during any financial year shall constitute a
Corporate Social Responsibility (CSR) Committee of the Board. Your Company does not fall
under the provisions of aforesaid Section; therefore, CSR Committee has not been
constituted.
32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe and harassment free workplace for
every individual working in Company's premises through various interventions and
practices. The Company always endeavours to create and provide an environment that is free
from discrimination and harassment including sexual harassment.
During the year, pursuant to the legislation 'Prevention, Prohibition and Redressal of
Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India,
which came into effect from 9 December 2013, the Company has framed a Policy on Prevention
of Sexual Harassment at Workplace. There was no case reported during the year under review
under the said Policy.
33. SECRETARIAL STANDARDS
The Company has in place proper systems to ensure compliance with the provisions of the
applicable secretarial standards issued by The Institute of Company Secretaries of India
and such systems are adequate and operating effectively.
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the Regulators / Courts /
Tribunals which would impact the going concern status of the Company and its future
operations.
35. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments, affecting the financial position of the Company
occurred between the end of the Financial Year of the Company i.e., 31st March, 2024 and
the date of this Directors' Report i.e., 16th July, 2024 except as mentioned in this
Report.
36. WEBSITE
As per Regulation 46 of SEBI (Listing, Obligation and Disclosure Requirements)
Regulation, 2015, the Company has maintained a functional website namely
"https://www.kiltd.in/" containing basic information about the Company like:
Details of business, financial information, shareholding pattern, compliance, contact
information of the designated officials of the Company who are responsible for assisting
and handling investor grievances for the benefit of all stakeholders of the Company. The
contents of the said website are updated on regular basis.
37. ACKNOWLEDGEMENT
The Board of Directors would like to acknowledge all its stakeholders and is grateful
for the support received from suppliers and business associates.
Your directors take this opportunity to place on record their appreciation and sincere
gratitude to the Government of India, Government of Maharashtra and the Bankers to the
Company for their valuable support and look forward to their continued co-operation in the
years to come.
| For and on Behalf of the Board of Directors |
|
| Kshitij Investment Limited |
|
| Sd/- |
Sd/- |
| Rohit Agrawal |
Rahul Agrawal |
| Director |
Director |
| DIN: 06531456 |
DIN: 06532413 |
| Date: 16th July, 2024 |
|
| Place: Mumbai |
|
|