Your directors have pleasure in presenting the forty sixth annual report together with the audited accounts of
the company for the year ended 31 March, 2024.
(Rs. in lakhs)
|
FINANCIAL RESULTS
|
2023-24
|
2022-23
|
|
Income
|
7.43
|
5.34
|
|
Expenses
|
7.99
|
7.76
|
|
Profit /(Loss) before taxation
|
(0.56)
|
(2.42)
|
|
Profit / (Loss) after taxation
|
(0.56)
|
(2.42)
|
|
Other Comprehensive Income/ (Loss) for the year, net of tax
|
47.15
|
65.48
|
|
Total Comprehensive Income for the year, net of tax
|
46.59
|
63.06
|
DIVIDEND
The company has not recommended any dividend for the year under review.
OPERATIONS
During the year under review, the gross income of the Company was at Rs. 7.43 lakhs as against
Rs. 5.34 lakhs during the previous year. The Company made a loss of Rs. 0.56 lakhs as against a loss of
Rs. 2.42 lakhs during the previous year.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there is no change in the nature of business of your company.
RESERVES
No amount was transferred to the reserves during the financial year ended 31st March 2024.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The company does not have any subsidiary / associate or joint venture.
DEPOSITS
The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act 2013 and
the Companies (Acceptance of Deposits) Rules, 2014 during FY 24.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant material orders passed by the regulators / courts / tribunals which would impact the
going concern status of the company and its future operations.
DIRECTORS
Mr. R Chandrasekar (DIN 02687447), director who retires by rotation at the ensuing annual general meeting
and being eligible, has offered himself for re-appointment and is recommended to the shareholders for
approval.
During the year, the shareholders at the meeting held on 4th August 2023 approved the re-appointment of Mr.
P Nagarajan (DIN 00110344), as an independent director for a second term of five consecutive years from 7th
August 2023 till 6th August 2028 (both days inclusive).
DECLARATION FROM INDEPENDENT DIRECTORS
The independent directors (IDs), Mr. P Nagarajan and Ms. S Aparna have submitted the declaration of
independence, as required pursuant to section 149(7) of the Act, confirming that they meet the criteria of
independence as provided in section 149(6) of the Act. In the opinion of the board, the IDs fulfill the conditions
specified in the Act and the rules made there under for appointment as IDs including the integrity, expertise
and experience and further confirm that they are independent of the management. The IDs of the company
have registered their names with the data bank of IDs and Mr. P. Nagarajan and Ms. Aparna had completed
their online proficiency self-assessment test as per the timeline notified by the Ministry of Corporate Affairs
(MCA).
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the Act read with the rules made there under, the following
employees were the whole time key managerial personnel of the company during FY 24:
1. Ms. M Gayathri, Chief Financial Officer & Manager
2. Ms. Krithika Vijay Karthik, Company Secretary
Ms. M Gayathri, Manager of the Company was appointed for a term of three years with effect from 14th May
2021 and her term expires on 13th May 2024. The Board recommends her re-appointment as Manager for a
further term of three years effective 14th May 2024 till 13th May 2027 for your approval at the ensuing 46th
annual general meeting.
DIRECTOR'S RESPONSIBILITY STATEMENT
The director's responsibility statement as required under sections 134(3)(c) of the Act, reporting the
compliance with accounting standards, is attached and forms part of board's report.
AUDITORS
Pursuant to the provisions of section 139 of the Companies Act, 2013 ("the Act") and the rules framed there
under read with Companies (Audit and Auditors) Rules, 2014, M/s. R Sundararajan & Associates, Chartered
Accountants are the statutory auditors of the Company. They were appointed as statutory auditors of the
Company at the 45th annual general meeting (AGM) held on 4th August 2023 for a period of five years
commencing from the conclusion of 45th annual general meeting till the conclusion of 50th annual general
meeting. The Statutory Audit Report is attached with financial statement and forms part of this report and does
not contain any qualification, reservation or adverse remarks.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE BY THE AUDITOR IN HIS REPORT
There were no adverse qualification / reservation or adverse remark or disclaimer made by the auditor in his
report requiring explanation or comment of the Board.
FRAUDS REPORTED BY AUDITOR
There were no instances of frauds reported by the auditor under section 143(12) of the Act.
SECRETARIAL AUDIT
Pursuant to the provisions of the Act and the rules framed there under, Ms. Srinidhi Sridharan of M/s. Srinidhi
Sridharan & Associates, Practicing Company Secretaries had undertaken a secretarial audit of the company for
FY 24. The secretarial audit report is attached and forms part of this report and does not contain any
qualification.
INFORMATION AS PER SECTION 134(3)(m) OF THE ACT
The company has no activity relating to the consumption of energy or technology absorption. During the year,
the company has not incurred any expenditure in foreign currency. The company does not have any foreign
exchange earnings and no foreign currency remittance was made during the year.
BOARD MEETINGS
During the year ended 31 March, 2024, the Board met four times on 5 May, 2023, 25 July, 2023, 30 October,
2023 and 1 February, 2024.
AUDIT COMMITTEE
The Audit Committee comprises Mr. P Nagarajan, Mr. R. Chandrasekar and Ms. S Aparna as its members.
During the year ended 31 March, 2024, the Committee had four meetings on 5 May, 2023, 25 July, 2023, 30
October, 2023 and 1 February, 2024.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises Mr. R Chandrasekar, Mr. P Nagarajan and
Ms. S Aparna as its members. During the year ended 31 March 2024, the Committee had one meeting on
5 May, 2023.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The company has established a whistle blower mechanism which inter-alia covers an avenue to raise concerns.
The mechanism provides for adequate safeguards against victimisation of directors / employees / customers
who avail of the mechanism and also for appointment of an ombudsperson who will deal with the complaints
received.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the Company has occurred between
the end of the financial year 2024 and the date of this report.
INTERNAL COMPLIANTS COMMITTEE
The company has in place a policy for prevention of sexual harassment in line with the requirements of the
Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act).
The Company has complied with the provisions relating to constitution of Internal Complaints Committee (ICC)
under the POSH Act. ICC has been set up to redress complaints received regarding sexual harassment. During
the calendar year ended 31 December, 2023, there were no referrals received by ICC.
EXTRACT OF ANNUAL RETURN
In accordance with sections 134(3)(a) and 92(3) of the Act, the annual return in Form MGT-7 is available on
the website - https://kartikinvestments.com
MAINTENANCE OF COST RECORDS
The company was not required to maintain cost records as specified by the Central Government under sub¬
section (1) of section 148 of the Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY
During the year, the company did not meet the threshold prescribed under section 135 of the Companies Act,
2023 and hence provisions of CSR is not applicable.
DISCLOSURE OF REMUNERATION
The disclosure with respect to remuneration as required under section 197 of the Act read with rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable since no
employees are covered under these provisions.
PARTICULARS OF EMPLOYEES
During the year, there were no employees covered by the provisions of Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant and material orders passed by the regulators or courts or tribunals which would impact
the going concern status of the company and its future operations.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Proper internal financial controls have been laid down to be followed by the Company with reference to the
financial statements and such internal financial controls are adequate and operating effectively.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
No loans and guarantees have been made under section 186 of the Act.
The company's investments include Rs 472.49 lakhs in equity shares and Rs. 52.00 lakhs as fixed deposits with
banks.
RELATED PARTY TRANSACTIONS
The company has in place a policy on related party transactions as approved by the board and the same is
available on the website of the company - https://kartikinvestments.com
There were no transactions with related parties entered into by the Company during the FY 24.
FORMAL ANNUAL EVALUATION
In compliance with the Section 134(3)(p) of the Companies Act, 2013 and the rules made there under, the
annual performance evaluation of the Board and of individual directors were carried out during the year under
review.
RISK MANAGEMENT POLICY
The Company has a risk management policy in place.
REMUNERATION POLICY, CRITERIA FOR BOARD NOMINATION & SENIOR MANAGEMENT APPOINTMENT
The Board of directors has framed a remuneration policy relating to the remuneration of the directors, key
managerial personnel and other employees. The Company has further formulated the criteria for board
nomination and senior management appointment including determining qualifications, positive attributes and
independence of a director.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Overview
Kartik Investments Trust Limited is a Public Company incorporated on 25 January 1978 and has its registered
office at Chennai. The Company is into financial intermediation other than that conducted by monetary
institutions.
The shares of the company are listed on BSE Limited. The company has only one class of shares - equity shares
of par value Rs.10/- each. The authorised share capital of the company is Rs.1 crore and the subscribed and paid
up share capital of the company is Rs.24.40 lakhs divided into 2,44,000 shares of Rs.10/- each.
Financial Review
RESULT OF OPERATIONS
Balance sheet
A summarised version of the company's balance sheet size is given below:
Rs. in lakhs
|
Particulars
|
March 2024
|
March 2023
|
|
Assets
|
|
|
|
Non-Current investments
|
473.91
|
418.02
|
|
Other Assets
|
55.80
|
54.52
|
|
TOTAL
|
529.71
|
472.54
|
|
Liabilities
|
|
|
|
Net-worth
|
447.17
|
402.28
|
|
Other Liabilities
|
82.55
|
70.26
|
|
TOTAL
|
529.71
|
472.54
|
Statement of Profit & Loss
A summarised version of the company's statement of Profit & loss is given below:
Rs. in lakhs
|
Particulars
|
March 2023
|
March 2023
|
|
Income
|
7.43
|
5.34
|
|
Expenses
|
7.99
|
7.76
|
|
Profit Before Tax (PBT)
|
(0.56)
|
(2.42)
|
|
Current and Deferred Tax
|
0
|
0
|
|
Profit After Tax (PAT)
|
(0.56)
|
(2.42)
|
|
Other Comprehensive Income / (Loss) for the year, net of tax
|
47.15
|
65.48
|
|
Total Comprehensive Income for the year net of tax
|
46.59
|
63.06
|
CORPORATE GOVERNANCE
As per regulation 15(2) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the
compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b)
to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply to the listed entity
having a paid up equity share capital not exceeding rupees ten crores and net worth not exceeding rupees
twenty five crores as on the last day of the previous financial year. Accordingly, the corporate governance
report is not applicable to the Company as the paid-up equity share capital of the Company is Rs.24.40 lakhs
and net worth of the Company was Rs. 447.17 lakhs as on 31 March, 2024.
OTHER DISCLOSURES
The company has not filed any application under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during
the year under review and there are no pending proceedings as at the end of the financial year.
During the year, the company had not made any one-time settlement with banks or financial institutions.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
The company has complied with all the provisions of secretarial standards issued by the Institute of Company
Secretaries of India in respect of meetings of the board of directors and general meetings held during the year.
ACKNOWLEDGEMENT
The directors wish to thank the bankers and other stakeholders for their continued support during the year
under review.
On behalf of the Board
Place: Chennai P NAGARAJAN
Date: May 6, 2024 Chairman
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