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Kshitij Investments Ltd.

BSE: 503626 Sector: Financials
NSE: N.A. ISIN Code: INE733N01011
BSE 05:30 | 01 Jan Kshitij Investments Ltd
NSE 05:30 | 01 Jan Kshitij Investments Ltd

Kshitij Investments Ltd. (KSHITIJINVEST) - Director Report

Company director report

To

The Shareholders

Your Directors have pleasure in presenting the 40thAnnual Report ofthe Company along with the Audited Financial Statements for the year ended on 31stMarch 2019.

FINANCIAL HIGHLIGHTS

The Company's financial performance for the year under review along with previousyear's figures are given hereunder:

Particulars As on 31.03.2019 As on 31.03.2018
(in Rs) (in Rs)
Total Income from Business operations 326657.24
Total Expenses 1013574.15
Profit before tax (686916.91)
Current Tax -
Tax relating to previous Year -
Deferred tax -
Mat Credit -
Profit For the Year (686916.91)
Net Profit /(Loss) after Tax (686916.91)

DIVIDEND

The Board of Directors does not recommend any dividend for the year under review.

RESERVES

The company transferred loss of Rs. (686916.91) to General reserves during theyear.

STATE OF COMPANY'S AFFAIRS

The Company is a core investment company. Presently the company has no operations.Financial position of the Company is given in the above paragraphs.

HOLDING/SUBSIDIARY/ASSOCIATE

The Company does not have anyHolding Subsidiary or Associate Company& it has notentered into any joint ventures.

ACCEPTANCE OF FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from general public within the purviewof Section 73 of the Companies Act 2013 during the year under review.

SHARE CAPITAL

The paid up share capital as on 31st March 2019 was 62.94 lacs. The Companyhas not issued shares with differential voting rights nor granted stock options nor sweatequity.

DIRECTORS

Mr. Pankaj HiralalRaval (DIN: 00288660)Directorsof the Company retiresby rotation andbeing eligible offershimself for re-appointment.

Your Board recommends their appointment / re-appointment at the ensuing Annual GeneralMeeting.

KEY MANAGERIAL PERSONNEL

During the year there was no change in the composition of Key Managerial Personnel.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee works with the Board to determine theappropriate characteristics skills and experience for the Board as a whole and itsindividual members with the objective of having a Board with diverse backgrounds andexperience in business government education and public service. The Company hasconstituted a Nomination and RemunerationCommittee with the responsibilities offormulating the criteria fordetermining qualifications positive attributes andindependenceof a director and recommend to the Board a policy relating to theremunerationfor the directors Key Managerial Personnel andother employees. The Nomination andRemuneration Policy is annexed to the Directors' Report as Annexure ‘B'.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from all Independent Directors undersection 149(7) of the Companies Act 2013 andSEBI (LODR) Regulations 2015confirming thatthey meet the criteria of independence as prescribed in section 149(6) of the CompaniesAct 2013.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out theannual performance evaluation of its own performance and ofthe Directors individually aswell. A discussion was done considering the inputs received from the Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board culture execution and performance of specific dutiesobligations and governance. The performance evaluation of the Board and committees areusually carried out on the basis of questionnaires devised in house.

A separate exercise was carried out to evaluate the performance of individual Directorswho were evaluated on the basis of questionnaire devised for this purpose. The Directorsexpressed their satisfaction with the evaluation process.

BOARD MEETINGS

The Board met four(4) times during the financial year viz.29/05/201813/08/201811/11/2018and

12/02/2019.The details of the Directors' attendance at the Board Meetings are givenbelow:

Director No. of Meetings attended
Mr.PankajHiralalRaval 4
Mr. Naba Kumar Das 4
Mrs.Punam Rao (Whole Time Director) 2
Mr.Manab Kumar Das (Independent Director) 3
Mr. Tushar KantiMittra (Independent Director) 3

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 withregard to the

Directors' Responsibility Statement your Board confirms that:-

a)in the preparation of the annual accounts for the financial year ended on 31stMarch2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures; b) the Directors have selected such accounting policiesand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as at 31stMarch2019 and of the profit /loss of the Company for that period; c) the Directors have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d) theDirectors have prepared the annual accounts on a going concern basis; e) the Directorshave devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively. f) the Directors havelaid down internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively;

CORPORATE GOVERNANCE

In terms of Regulation 34 of the Securities Exchange Board of India (ListingObligations and DisclosureRequirements) Regulations2015 (hereinafter "ListingRegulations") a Report on Corporate Governance alongwith Compliance Certificateissued by Statutory Auditors of the Company is attached as Annexure and form integral partof this Report (hereinafter "Corporate Governance Report")

CFO CERTIFICATION

The Chief Financial Officer has duly given a certificate to the board as contemplatedin Regulation 17 (viii) of thelisting agreement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of theListing Agreement with the Stock Exchanges in India is included ina separate section annexed to and formingpart of the Director's Report.

AUDIT COMMITTEE & NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Sections 177 and 178 of the Companies Act 2013 read with Rules madethereunder the Company has constituted an Audit Committee and Nomination and RemunerationCommittee of the Board as theCompany is listed with Bombay Stock Exchange.

The Audit Committee is working according to the terms of theCompanies Act and SEBIListing Regulations 2015 whichincludes duties and functions and also such other functionsas maybe specifically delegated to it by the Board from time to time.Therefore the Boardhas duly constituted Audit Committee comprising of Mr. Manab Kumar Das IndependentDirector; Mr. Naba Kumar Das Non-Executive Director and Mr. Tushar KantiMittraIndependent Director. The Audit committee held four meetings during the year 2017-18.

The Audit Committee held four meetings on 27/06/201813/08/201811/11/2018 and 12/02/2019during the year ended 31stMarch 2019. The necessary quorum was present for allthemeetings.

The Company Secretary acts as a Secretary to the Committee.

The terms of reference of Audit Committee includes:- a)the recommendation forappointment remuneration and terms of appointment of auditors of the company; b) reviewand monitor the auditor's independence and performance and effectiveness of auditprocess; c) examination of the financial statement and the auditors' report thereon; d)approval or any subsequent modification of transactions of the company with relatedparties; e) scrutiny of inter-corporate loans and investments; f) valuation ofundertakings or assets of the company wherever it is necessary; g) evaluation of internalfinancial controls and risk management systems; h) monitoring the end use of funds raisedthrough public offers and related matters; i) any other as may be decided by the Board.

The Board has also constituted Nomination and Remuneration Committee comprisingofMr.Manab Kumar Das Independent Director; Mr. Naba Kumar Das Non-Executive Director andMr. Tushar KantiMittra Independent Director. The role of Nomination and RemunerationCommittee includes formulation of the criteria for determining qualifications positiveattributes and independence of a director and recommend to the Board a policy relating tothe remuneration of the Directors Key Managerial Personnel and other employees etc. TheNomination & Remuneration committee met four times during the year.

STAKEHOLDERS' RELATIONSHIP COMMITTEE (FORMERLY SHARE TRANSFER CUM INVESTORS' GRIEVANCECOMMITTEE) NOMENCLATURE AND TERMS OF REFERENCE

OF THE COMMITTEE

The Board of Directors of the Company has formed ‘Stakeholders' RelationshipCommittee' (‘the committee'). The committee deals with various matters relatingtosatisfactory redressal of shareholders and investors' grievances and recommends measuresfor overall improvement in the quality of investor services. The Stakeholder'sRelationship Committee met three times during the year. An insight of the matters dealswith by the committee is given hereunder: • To review and note all matters relatingto the registration of transfer and transmission of shares and debentures transpositionof shares sub-division of shares issue of duplicate share certificates or allotmentletters and certificates for debentures in lieu of those lost/misplaced;

• To look into the redressal of shareholders' and investors' complaints relatingto the transfer of shares non-receipt of Annual Report/notices dividends etc;

• To oversee the performance of the Registrar & Share Transfer Agents;

• To review dematerialization and rematerialization of the shares of the Company;

• To comply with all such directions of Ministry of Corporate Affairs & otherregulatory bodies w.r.t. shareholders'/investors' rights and market regulations from timeto time.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

As per the provisions of Section 177(9) of the Companies Act 2013 read with Rule 6 and7 of the Companies (Meeting of the Board and its Powers) Rules 2013the Company has formedvigil mechanism named 'Whistle Blower Policy' wherein the employees / directors canreport the instances of unethical behavior actual or suspected fraud or any violation ofthe Code of Conduct and / or laws applicable to the Company and seek redressal. Thismechanism provides appropriate protection to the genuine Whistle Blower who avail of themechanism.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to theFinancial Statements. During the year such controls were tested and no reportablematerial weakness was observed in the design or implementation.

RISK MANAGEMENT

During the year Management of the Company evaluated the existing Risk ManagementPolicy of the Company to make it more focused in identifying and prioritizing the risksrole of various executives in monitoring & mitigation of risk and reporting process.Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. TheRisk Management Policy has been reviewed and found adequate to the requirements of theCompany and approved by the Board.

The Management evaluated various risks and that there is no element of risk identifiedthat may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

LOAN GUARANTEES AND INVESTMENTS

Particulars of Investment made/loan given under section 186 of the Companies Act 2013are provided in the financial statement. The Company has not made loan to other bodycorporate within the specified limit as mentioned under Section 186 the detaileddisclosure of which has been given in the financial statement under the head "ShortTerm Loans & Advances." The Company has not made any investment in Mutualfunds. During the year under review the Company has not provided any guarantees to otherbodies corporate.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated Persons which may have a potentialconflict with the interest of the Company at large. Accordingly no transaction are beingreported in Form AOC- 2 in terms of Section 134 of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014.

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are of a foreseen in repetitive nature. The Company has developed aRelated Party Transactions Policy for purpose of identification and monitoring of suchtransactions.

AUDITORS& AUDITORS' REPORT

M/s. M.P. Shah & Co Statutory auditors of our company have tendered theirresignation after signing the annual accounts of our Company. Therefore to fill thecasual vacancy caused due to resignation the Audit Committee and the Board of Directors intheir meeting dated 30th August 2018 have recommendedM/s. Rahul Sureka& Co.Chartered Accountants (FRN:329872E) for appointment as new Statutory Auditors of theCompany.

A Certificate from M/s. Rahul Sureka& Co. Chartered Accountants (FRN:329872E) hasbeen received to the effect that they meet criteria laid down under Section 141 of theCompanies Act 2013 along with a consent letter to be appointed as Statutory Auditors ofthe Company. The Board of Directors have approved their appointment as Statutory Auditorsubject to approval of Members in the ensuing Annual General Meeting to hold office for aperiod of 5 consecutive years from the ensuing Annual General Meeting till the conclusionof the 44th AGM to be held in 2023.

The yearly ratification of appointment of Auditors has been done away with theamendment in the Companies Act 2013. (As per Companies (Amendment) Act 2017 SectionNotified on 07.05.2018)

The observations if any made by the Auditors of the Company in their report read withrelevant notes to the Accounts are self-explanatory and therefore do not call for anyfurther comments.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act 2013 the Board hasappointed M/s Pankaj Kumar Modi. Company Secretaries Kolkata to undertake SecretarialAudit of the Company for the Financial Year 2018-19. The Secretarial Audit Report isannexed herewith as Annexure "C". The Secretarial Audit Report does not containany qualification reservation adverse remark or disclaimer.

INTERNAL AUDIT

As per the provisions of Section 138 of the Companies Act 2013 the Board with therecommendation of the audit committee has appointed M/s N. Mondal & Co. CharteredAccountants Asansol to undertake Internal Audit of the Company for the Financial Year2018-19. The Internal Audit Report does not contain any qualification reservationadverse remark or disclaimer.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

None of the employees were in receipt of remuneration in excess of the limits laid downunder section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration) Rules 2014. Hence no particulars are requiredto be given for the same.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is not engaged in manufacturing has no foreign collaboration and has notexported or imported any goods or services.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is annexedherewith as

Annexure ‘A'.

STATUTORY DISCLOSURES

A copy of audited financial statements of the said Companies will be made available tothe members of the Company seeking such information at any point of time. A cash flowstatement for the year 2018-19 is attached to the Balance Sheet.

GENERAL DISCLOSURES

The Directors state that no disclosure or reporting is required in respect of thefollowing items during the year under review as:

1.During the year under review no significant or material orders were passed by theRegulators or

Courts or Tribunals which impact the going concern status and Company's operations infuture.

2. No material changes and commitments have occurred between the end of financial yearof the Company to which the financial statements relate and the date of the Reportaffecting the financial position of the Company under section 134(3)(1) of the CompaniesAct 2013.

3. No Deposits covered under Chapter V of the Companies Act 2013 were accepted.

4. No equity shares with differential rights as to dividend voting or otherwise; orshares (including sweat equity shares) were issued to employees of the Company under anyscheme.

5. During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

FRAUD REPORTING (REQUIRED BY THE COMPANIES AMENDMENT ACT2015)

The Company has adopted best practices for fraud prevention and it followsconfidential anonymous reporting about fraud or abuse to the appropriate responsibleofficials of the Company. No fraud on or by the company has been reported by the StatutoryAuditors.

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation to the Central and State GovernmentsBanks Customers Vendors and the Company's valued investors for their continuedco-operation and support.

Your Directors also wish to acknowledge the support and valuable contributions made bythe employees at all levels.

For and on behalf of the Board Directors
Place: Kolkata Sd/-
Date: 27thMay2019 Pankaj HiralalRaval
Director
(DIN: 00288660)
Sd/-
Naba Kumar Das
Director
(DIN: 02604632)

.