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Kartik Investments Trust Ltd.

BSE: 501151 Sector: Financials
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Kartik Investments Trust Ltd. (KARTIKINVEST) - Director Report

Company director report

Your directors present the thirty eighth annual report together with the auditedaccounts for the year ended 31 March 2016.

Rs in lakhs

FINANCIAL RESULTS 2015-16 2014-15
Income 6.44 16.48
Expenses 6.67 4.01
Profit /(Loss) before taxation -0.23 12.47
Profit/(Loss) after taxation -0.41 5.68

DIVIDEND

Your directors do not recommend any dividend for the year.

OPERATIONS

During the year under review the gross income of the Company was at Rs. 6.44 lakhs asagainst Rs. 16.48 lakhs during the previous year. The Company made a loss of Rs. 22665/-as against a profit of Rs. 12.47 lakhs during the previous year.

DIRECTORS

During the year Mr. Kaushik Banerjee and Ms. Mohana Srinivasan stepped down from theboard of the company. The board places on record its deep appreciation for thecontributions made by Mr. Banerjee and Ms. Srinivasan to the company as members of theboard and its sub-committees during their tenure of office.

In accordance with the provisions of Section 152(6) of the Companies Act 2013("the Act") Mr. R Chandrasekar retires by rotation at the ensuing annual generalmeeting and being eligible has offered himself for re-appointment.

Ms. A Kavitha was appointed as an additional director on 14 January 2016 and holdsoffice up to the ensuing annual general meeting of the company.

Your company has received required notice under the provisions of section 160 of theAct proposing the candidature of Ms. A Kavitha as a director of the company and your boardrecommends the appointment of Ms. A Kavitha as an independent director for a term asproposed in the notice of the ensuing annual general meeting.

DECLARATION FROM INDEPENDENT DIRECTORS

The independent directors Mr. R Surendran and Ms. A Kavitha have submitted adeclaration of independence as required pursuant to Section 149(7) of the Act statingthat they meet the criteria of independence as provided in Section 149(6) of the Act. Inthe opinion of the board these independent directors fulfill the conditions specified inthe Act and the rules made there under for appointment as IDs and confirm that they areindependent of the management.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 203 of the Act read with the rules made thereunder the following employees were appointed as the key managerial personnel of thecompany at the board meeting held on 28th March 2016:

1. Mr. R Chandrasekar Manager

2. Mr. M Gayathri Chief Financial Officer and

3. Ms. S Sangeetha Company Secretary

DIRECTOR'S RESPONSIBILITY STATEMENT

The directors' responsibility statement as required under section 134(5) of the Actreporting the compliance with accounting standards is attached and forms part of theboard's report.

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the Rules framed there underM/s. Shanker Giri and Prabhakar were appointed as the statutory auditors of the company inthe annual general meeting held on 28 August 2014 for a period of 3 years commencing fromthe closure of the thirty sixth annual general meeting till the closure of the thirtyninth' annual general meeting subject to ratification by members at every AGM.Accordingly your directors recommend the ratification of their appointment as thestatutory auditors of the company from the conclusion of the thirty eighth annual generalmeeting till the conclusion of the thirty ninth annual general meeting of the company. Thestatutory auditors have confirmed their eligibility for appointment.

SECRETARIAL AUDIT

Pursuant to the provisions of the Act and the rules framed there under the companyappointed M/s. R. Sridharan & Associates company secretaries to undertake thesecretarial audit of the company for the financial year 2015-16. The audit report isattached and forms part of this report and does not contain any qualification.

INFORMATION AS PER SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READ WITH RULE 8(3) OFTHE COMPANIES (ACCOUNTS) RULES 2014

The company has no activity relating to the consumption of energy or technologyabsorption. No foreign currency expenditure was incurred during the year. There were noforeign currency earnings during the year.

BOARD MEETINGS

During the year ended 31 March 2016 six meetings of the Board were held i.e. 28 May2015 14 August 2015 15 October 2015 14 January 2016 11 February 2016 and 28 March2016.

AUDIT COMMITTEE

The Audit Committee of the Board comprises Mr. R Surendran Mr. R Chandrasekar Ms. AKavitha as its'members. During the year ended 31 March 2016 five meetings were heldi.e. 28 May 2015 14 August 2015 15 October 2015 11 February 2016 and 28 March2016.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises Mr. R Surendran Mr. R Chandrasekarand Ms. A Kavitha as its members. During the year ended 31 March 2016 four meetings wereheld i.e 28 May 2015 14 August 2015 14 January 2016 and 28 March 2016.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises Mr. R Surendran Mr. R Chandrasekarand Ms. A Kavitha as its members. Ms. Sangeetha Company Secretary is the complianceofficer. During the year ended 31 March 2016 two meetings were held i.e. 15 October 2015and 11 February 2016.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The company has established a whistle blower mechanism which inter alia coversan avenue to raise concerns. The mechanism provides for adequate safeguards againstvictimisation of directors/employees/customers who avail of the mechanism and also forappointment of an ombudsperson who will deal with the complaints received.

PARTICULARS OF EMPLOYEES

During the year there were no employees covered by the provisions of Section 197 (12)of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

EXTRACT OF ANNUAL RETURN

In accordance with section 134(3)(a) of the Act the extract of the annual return inform MGT-9 is attached and forms part of this report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the company and its future operations.

INTERNAL FINANCIAL CONTROLS

Proper internal financial controls have been laid down to be followed by the ompanywith reference to the financial statements and such internal financial controls areadequate and operating effectively.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

No loans guarantees or investments have been made under section 134(3)(g) of the Act.

RELATED PARTY TRANSACTIONS

The company has in place a policy on related party transactions as approved by theboard and the same is available on the website of the company.

There were no related party transactions entered into by the Company during thefinancial year 2015-16.

None of the directors has any pecuniary relationship or transaction vis-a-vis theCompany.

FORMAL ANNUAL EVALUATION

In compliance with the section 134(3)(p) of the Companies Act 2013 and the Rules madethere under the annual performance evaluation of the Board was carried out during theyear under review.

REMUNERATION POLICY CRITERIA FOR BOARD NOMINATION & SENIOR MANAGEMENT APPOINTMENT

Pursuant to the provisions of Section 178 of the Act on recommendation by theNomination and Remuneration Committee the Board of directors has framed a remunerationpolicy relating to the remuneration of the directors key managerial personnel and otheremployees. The nomination and remuneration committee has further formulated the criteriafor board nomination and senior management appointment including determiningqualifications positive attributes and independence of a director.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Overview

The company is a public limited company incorporated and domiciled in India and has itsregistered office at Chennai. The shares of the company are listed on BSE Limited. Thecompany has only one class of shares - equity shares of par value Rs.10/- each. Theauthorised share capital of the Company is Rs. 1 crore and the subscribed and paid upshare capital of the company is Rs. 2440000/- divided into 244000 shares of Rs.10/-each.

Investments

The company's investments include Rs. 60.26 lacs in Equity Shares and Rs. 49 lacs inBank Fixed Deposits.

Financial Review

During the year under review the gross income of the Company was at Rs. 6.44 lakhs asagainst Rs. 16.48 lakhs during the previous year. The Company made a loss of Rs.22665/-as against the profit of Rs. 12.47 lakhs during the previous year.

During the year under review reserves and surplus was at Rs.91.04 lakhs as againstRs.91.45 lakhs during the previous year.

Internal Control Systems

The company has a proper and adequate internal control over financial reporting and thestatutory auditors of the company have also certified on the existence and operatingeffectiveness of the internal financial controls as of 31 March 2016.

RESULT OF OPERATIONS

Balance sheet

A summarised version of the company's balance sheet size is given below:

Rs. in lakhs

Particulars March 2016 March 2015
Assets
Non-Current investments 60.26 60.26
Other Assets 57.03 59.29
TOTAL 117.29 119.55
Liabilities
Networth 115.44 115.85
Other Liabilities 1.85 3.70
TOTAL 117.29 119.55

Statement of Profit & Loss

A summarised version of the company's statement of Profit & loss is given below:

Rs. in lakhs

Particulars March 2016 March 2015
Income 6.44 16.48
Expenses 6.67 4.01
Profit Before Tax (PBT) -0.23 12.47
Current and Deferred Tax -0.18 -6.79
Profit After Tax (PAT) -0.41 5.68

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 inregulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 andpara C D and E of Schedule V shall not apply to the listed entity having a paid up equityshare capital not exceeding rupees ten crores and net worth not exceeding rupees twentyfive crores as on the last day of the previous financial year. Accordingly the corporategovernance report is not applicable to the company as the paid-up equity share capital ofthe company was Rs.24.40 lakhs and net worth of the company was Rs.1.15 crores as on 31stMarch 2015.

ACKNOWLEDGEMENT

Your directors wish to thank the customers bankers and other business partners. Thedirectors also thank the staff for their contribution to the company's operations duringthe year under review.

On behalf of the Board
Place : Chennai R Surendran
Date : May 25 2016 Chairman

DIRECTORS' RESPONSIBILITY STATEMENT

(Annexure to the Board's Report)

The board of directors have instituted/put in place a framework of internal financialcontrols and compliance systems which is reviewed by the management and the relevantboard committees including the audit committee and independently reviewed by theinternal statutory and secretarial auditors.

Pursuant to Section 134(5) of the Companies Act 2013 the board of directors confirmthat:

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there were no material departures there from;

(ii) they have in the selection of the accounting policies consulted the statutoryauditors and have applied their recommendations consistently and made judgements andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2016 and of the loss of the Companyfor the year ended on that date;

(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively duringthe year ended 31st March 2016 and

(vi) proper system has been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively during theyear ended 31st March 2016.

On behalf of the Board
Place : Chennai R Surendran
Date : May 25 2016 Chairman