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47
Annual Report 2011-12
46 Kajaria Ceramics Limited
3) Update technology as per advancement and
competitiveness observed from the global market.
4) Maintain the advance infrastructures available in
the tile industry and educate the R&D team with
new ceramic wall tile technology.
[B] Technology absorption, adaptation and
Innovation
1) The Company has fully adopted and further updating
the latest technology available for producing Vitrified
& Ceramic tiles in tune with European/Chinese tile
markets
2) Our R & D/Technical experts visit global markets to
adopt and update the latest technology available.
3) During the year, the R&D unit at Gailpur plant has
received the recognition certificate from Department
of Scientific & Industrial Research (DSIR).
Benefits derived as a result of the above
The Company is continuously updating itself to
standardise and install required machinery when
manufacturing vitrified and ceramic tiles. A considerable
amount of energy is being conserved by total use of RLNG
at both plants (at Sikandrabad/Gailpur), and innovation
in controlling the Natural Mineral Resources by using
recycled waste.
Social & community welfare
Your Company believes that it should do good to society
and create a better world. The key areas in which it is
striving to make a difference include socially relevant
causes such as maintaining quality health & Safety,
education, environment & Food safety.
Your Company strive to use the scare resource of water
efficiently by recycling & reusing wherever possible.
The Company has long and strong tradition of supporting
its surrounding community by providing education fees
to weaker section and maintaining ashram, dharamshala,
development of employable skills and contribution to
helpage india, child and woman care centre, sai helpage
foundation, leprosy centre, medical camps and helpcare
society etc.
I. The Company’s Philosophy on
Corporate Governance
AT KAJARIA, CORPORATE GOVERNANCE HAS BEEN AN
INTEGERAL PART OF THE WAY WE DO OUR BUSINESS
SINCE INCEPTION. We believe that corporate governance
is a pre-requisite for attending the sustainable growth in
this competitive corporate world.
Good Corporate Governance emerges from the
application of the best business practices coupled with
adherence to the highest standards of transparency,
disclosures and business ethics. Accordingly, all
procedures, policies and practices followed by your
Company are based on sound governance principles that
ensure timely and accurate disclosure of information
regarding the financial situation, performance, ownership
and governance of the Company. These principles govern
the Company’s relations with customers, employees,
shareholders, suppliers, regulatory authorities and the
communities that it operates in.
II. Board of Directors
Composition
The Company has a balanced structure of Board of
Directors, which primarily takes care of the business
needs and shareholders’ interest. The Company has an
adequate combination of executive, and independent
Directors. As on 31st March 2012, the Company has eight
Directors on its Board, of which four Directors are
Independent. The Composition of the Board is in
conformity with Clause 49 of the Listing Agreement..
The Independent directors are eminent and experienced
professionals drawn from the fields of business, finance,
and public entrepreneurs. None of the Directors on the
Board is a director of more than 15 public companies and
a member of more than 10 Committees and Chairman of
more than five Committees
Meetings, Agenda, Attendance and Proceedings
of the Board Meeting
The Board meets at least once in a quarter to review the
quarterly financial results and operations of the
Company. Additionally, the Board also meets as and when
necessary to address specific issues relating to business.
During the financial year ended 31st March 2012, seven
Board Meetings were held on 30.04.2011, 02.06.2011,
18.07.2011, 13.10.2011, 17.01.2012, 30.01.2012 &
31.03.2012. The intervening period between two Board
Meetings was within the maximum time gap of four
months prescribed under corporate governance norms.
The details of composition of the Board, nature of
directorship, no of meetings attended and directorship in
other companies of the directors of the Company is as
follows:
(iv) Expenditure on (R&D)
(
`
in Million)
2011-12 2010-11
(a) Capital
2.37
4.08
(b) Recurring
29.75
0.43
Total
32.12
4.51
(c) Total R&D expenditure as a
0.24% 0.05%
percentage of total turnover
Foreign exchange earning and outgo
(
`
in Million)
2011-12 2010-11
Earned
Exports (FOB)
129
138
Spent
Imports (CIF)
Capital goods
93
573
Raw Material
178
106
Stores & Spares
175
95
Traded Goods
2120
2176
Others
(on accrual basis)
26
40
Technology imported
Process of
Monocuttura Monoporosa Dry Vitrified
technology
Grinding
Year of import
1988
1994 2005 2010
Has technology
YES
YES
YES YES
been Fully
absorbed
For and on behalf of the Board
Place: New Delhi
Ashok Kajaria
Date: 27th April 2012 Chairman and Managing Director
CORPORATE GOVERNANCE
REPORT
Name
Nature of Directorship
Board
Annual General
Directorship*
Committee
Committee
Meeting Meeting attended in other
Chairmanship** Membership**
attended
companies
Mr. Ashok Kajaria
Chairman & Managing
7
Yes
3
2
2
Director (Executive)
Mr. Chetan Kajaria
Joint Managing Director
7
Yes
6
–
2
(Executive)
Mr. Rishi Kajaria
Joint Managing Director
7
Yes
9
–
1
(Executive)
Mr. Raj Kumar Bhargava Director (Independent
7
Yes
7
5
5
Non Executive)
Mr. R R Bagri
Director (Independent
6
No
4
–
4
Non Executive)