REPORT ON CORPORATE GOVERNANCE
Corporate governance is about commitment io values and ethical business conduct. It is also about how an organisation is managed viz., its corporate and business structure, its culture, policies and the manner in which it deals with various stakeholders. Timely and accurate disclosure of information regarding the financial position of the company, its performance and ownership forms part of the corporate governance.
CORPORATE GOVERNANCE PHILOSOPHY
The corporate governance philosophy of the company is driven by the following fundamental principles:
> Adhere to corporate governance standards beyond the letter of law;
> Maintain transparency and high degree of disclosure levels;
> Maintain a clear distinction between the personal interest and the corporate interest;
> Have a transparent corporate structure driven by business needs and !
> Ensure compliance with applicable laws.
BOARD OF DIRECTORS
Composition, Meetings and attendance including attendance at last AGM
The board has been constituted in a manner which results in a mix of executive / non-executive and independent directors. The board meets at regular intervals to ensure that it exercises fuli control over financial, operational and compliance matters. Besides, minutes of all sub-committees of the board and information as required under the listing agreement are also provided to the directors on a quarterly basis.
During the year, the board met 5 limes on 23 May, 2014, 14 August, 2014, 7 November, 2014, 23 January, 2014 and 30 March, 2015.
The board periodically reviews the matters required to be placed before it and interalia reviews and approves the quarterly financial statements.
COMMITTEES OF THE BOARD
There are three committees constituted by the board - audit committee, nomination and remuneration committee and stakeholders relationship committee.
The board at the time of constitution of each committee fixes the terms of reference and also delegates powers from lime to time. Various recommendations of the committees are submitted to the board for approval. The minutes of the meetings of all the committees are circulated to the board for its information.
Terms of Reference
The role of the audit committee includes overseeing the financial reporting process and disclosure of financial information, review of financial statements before submission lo the board, findings of internal audits / investigations, whistle blower policy, to grant approvals for related party transactions which are in the ordinary course of business and on an arm's length basis and approval or any subsequent modification to related party transactions, scrutiny of inter-corporate loans and investments, besides recommending the appointment / removal of the statutory auditors and review of the effectiveness of audit process. The committee is governed by the regulatory requirements mandated by the Companies Act, 2013 and clause 49 of the Listing Agreement.
Composition, Meetings and attendance
The committee comprises Mr. R Surendran, Mr. Kaushik Banerjee and Mr. R Chandrasekar as its members. During the year, the committee met 4 times during the year ended 31 March, 2015. All members of audit committee have knowledge of financial management, audit and accounts. The statutory auditors are invited to attend ail the meetings of the committee.
NOMINATION AND REMUNERATION COMMITTEE
Terms of Reference
The terms of reference inter alia includes the role of the committee to consider and recommend persons who are qualified for board positions, evaluate directors performance prior to recommendation for re-appointments, persons who are qualified to be in senior management, formulate the criteria for determining qualifications, positive attributes and independence of a director and devising a policy on board diversity. Decisions for selecting a director is based on the merit, qualification, competency and the company's business needs. Such candidates shall be free of conflict of interest that would interfere with their ability to discharge their duties. The recommendations of the committee are placed before the board for its approval.
Composition, Meetings and attendance
As at 31 March, 2015, the committee comprised Mr. R Surendran, Mr. Kaushik Banerjee and Mr. R Chandrasekar as its members. The Board of Directors of the Company had constituted this committee
REMUNERATION OF DIRECTORS
The company has in place a remuneration policy which is guided by the principles and objectives as enumerated in section 178 of the Companies Act, 2013. There is no remuneration paid to the directors of the company for the year ended 31 March 2015.
Criteria for Board Nomination
The nomination and remuneration committee has formulated criteria for determining qualifications, positive attributes and independence of a director, for evaluation of independent directors and board and for identifying persons who arc qualified to become directors.
Criteria for appointment in senior management
The nomination and remuneration committee has formulated criteria for identifying persons who may be appointed in senior management and recommend to the Board their appointment and removal.
In terms of the provisions of the Companies Act, 2013 and clause 49 of the listing agreement, 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 the committees.
Policy on Board diversity
The nomination and remuneration committee has devised a policy on board diversity which sets out the approach to diversity on the board of the company.
STAKEHOLDERS RELATIONSHIP COMMITTEE
Terms of Reference
The role of the committee includes formulation of shareholders' servicing plans and policies, share transmissions, issue of duplicate share certificates, issue of share certificates for split, rematerialisation, consolidation of shares, etc. The committee also monitors and reviews the mechanism of share transfers, demateriahsation of shares and payment of dividends. It further looks into the redressing of shareholders grievances like non-receipt of balance sheet, non-receipt of declared dividends and determining, monitoring and reviewing the standards for resolution of shareholders' grievances.
During the year, no complaint was received by the company from the shareholders. There were no investor complaints pending as at 31 March, 2015.
Composition, Meetings and attendance
As at 3! March., 2015, the committee comprised Mr. R Surendran, Mr. Kaushik Banerjee and Mr. R Chandrasekar as its members. The Board of Directors of the Company had constituted this committee at its meeting held on 30 March 2015. Mr. Kaushik Banerjee is the compliance officer. The committee had one meeting during the year ended 31 March, 2015.
During the year ended 31 March 201 5, the company did not pass any special resolution through postal ballot.
PROPOSED RESOLUTIONS THROUGH POSTAL BALLOT
As of now. there is no proposal for passing any resolution through postal ballot.
The board reviews the compliance of ail applicable laws every quarter and gives appropriate directions, wherever necessary.
The company annually conducts a secretarial audit by an independent practicing company secretary. For the year ended 31 March, 2015, M/s.R.Sridharan & Associates, company secretaries have conducted the secretarial audit and the certificate was placed before the board and attached to this report.
RECONCILIATION OF SHARE CAPITAL AUDIT
As required by the Securities and Exchange Board of India, quarterly audit of the company's share capital is being carried out by an independent external auditor with a view to reconcile the total share capital admitted in physical form, with the issued and listed capital. The certificate issued by an independent practicing company secretary is submitted to the stock exchanges and is also placed before the board of directors.
CERTIFICATE ON CORPORATE GOVERNANCE
The certificate on compliance of corporate governance norms issued by M/s. R.Sridharan & Associates, company secretaries is annexed to the report.
CODE OF CONDUCT
The board has laid down a "Code of Conduct" for all the board members. Annual declaration confirming compliance of the code is obtained from every person covered by the code of conduct.
Related party transactions
Ail related party transactions that were entered into during the financial year were on an arm's length basin and were in the ordinary course of business. There were no material transactions with related parties i.e., transactions of the company of material nature, with its promoters, the directors or the management, their subsidiaries or relatives, etc., that may have potential conflict with the interest of company at large.
The board has put in place a policy on related parly transactions and the same has been uploaded on the company's website.
There were no instances of non-compliance on any matter related to capital markets during the last three years.
Whistle blower mechanism
The company has established a whistle blower mechanism to provide 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. The policy also lays down the process lo be followed for dealing with complaints and in exceptional cases, also provides for direct access to the chairperson of the audit committee. The Company further affirms that during the year, no personnel have been denied access to the audit committee.
COMPLIANCE WITH CORPORATE GOVERNANCE NORMS
The compliance with the provisions of clause 49 of the Listing Agreement is not applicable lo the Company since the paid up equity share capital and net worth of the Company is well below the limit prescribed in the SEB1 circular no.CIR/CFD/POLICY CELL/7/2014 dated 15 September, 2014. However, the company has substantially complied with the provisions of Clause 49 of the Listing Agreement as a measure of good Corporate Governance practice.
MEANS OF COMMUNICATION
The audited financial results, quarterly results and other major announcements like notices of board meetings, book closures were published in Trinity Mirror and Makkal Kural.
MANAGEMENT DISCUSSION & ANALYSIS
A management discussion & analysis forms part of the annual report.
GENERAL SHAREHOLDER INFORMATION REGISTERED OFFICE
Tarry House', 2I1(I Floor, No.43, Moore Street, Chennai 600 001
CORPORATE IDENTITY NUMBER L65993TN1978PLC0129I3
ANNUAL GENERAL MEETING
Date 14 September, 2015
Time 4 p.m.
Venue 'Parry House', 2"d Floor, No.43, Moore Street, Chennai 600 001
5 April lo 31 March
DATES OF BOOK CLOSURE
Tuesday, the 8 September 2015 to Monday, the 14 September 2015 (both days inclusive)
DIVIDEND PAYMENT DATE
The Board of Directors have not recommended any dividend during the year.
LISTING ON STOCK EXCHANGES
BSE Limited (BSE)
Floor 25, Phiroze Jeejeebhoy Towers Dalai Street, Fort Mumbai-400 001.
Stock Code: 511243
REGISTRAR AND SHARE TRANSFER AGENT
The Company does no! have an RTA and maintains the share registry works in-house.
SHARE TRANSFER SYSTEM
The board of Directors approve share transfers as and when the requests are received.
DEMATERIAL1SATION OF SHARES AND LIQUIDITY
All the shares of the Company are in physical form.
OUTSTANDING GDRs/ADRs ETC.
The company has not issued any GDR / ADR or any convertible instruments that is likely to impact the equity share capital of the company.
The company is based out ofChennai.
ADDRESS FOR CORRESPONDENCE
Kartik Investments Trust Limited
"Pariy House", II Floor, No.43
Moore Street, Chennai 600 001
E-mail ID: email@example.com
On behalf of the board
Date : 28 May, 2015