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49
Annual Report 2011-12
48 Kajaria Ceramics Limited
Mr. D P Bagchi
Director (Independent
7
Yes
9
1
6
Non Executive)
Mr. H. Rathnakara
Director (Independent
Hegde*
Non- Executive)
2
No
3
–
4
Mr. B.K.Sinha
Director- Technical
( Executive)
3
Yes
–
–
–
Name
Nature of Directorship
Board
Annual General
Directorship*
Committee
Committee
Meeting Meeting attended in other
Chairmanship** Membership**
attended
companies
**For this purpose only the Committees namely Audit
Committee, Remuneration Committee, Share Transfer
cum Investor Grievances Committee and Project
Management Committee are considered.
Mr. Ashok Kajaria is the father of Mr. Chetan Kajaria and
Mr. Rishi Kajaria Joint Managing Directors of the Company.
There is no relationship between any of the Independent
Directors.
*Mr. R.P. Goyal, expired on 22nd October 2011.The Board of
Directors at their meeting held on 17th January 2012
appointedMr. H. Rathnakara Hegde, as an Additional director
of the Company with effect from 17th January 2012.
In accordance with Article 100 of the Articles of
Association of the Company, Mr. R K. Bhargava and Mr.
D.P. Bagchi, Directors of the Company, retires by rotation
at the forthcoming Annual General Meeting and, being
eligible, offer themselves for reappointment. The Board
recommends their reappointment.
The required information of all these directors who are
to be appointed / reappointed in the forthcoming annual
general meeting is given in the annexure attached.
Agenda
Dates of Board Meetings are informed well in advance
and communicated to the Directors. All the meetings are
conducted as per well structured Agenda. All the agenda
Items are backed by necessary supporting documents
and information to enable the Board to take the informed
and effective decision. The Board has complete access to
all information within the Company including information
as per Clause 49 of the Listing Agreement.
Post Meeting Action
Post Meetings, all important decisions taken at the
meeting are communicated to the concerned officials and
departments. An Action Taken report is prepared and
reviewed by the Company Secretary for the action taken
and reported to the Board.
III. Audit Committee
As on 31st March 2011, the Audit Committee was
consisted of three members – Mr. R.P. Goyal, Mr. R.K.
Bhargava and Mr. R.R. Bagri. During the year under review,
the Audit Committee met four times – 30.04.2011,
18.07.2011, 13.10.2011 and 17.01.2012. All the meetings
were attended by Mr. R.K. Bhargava & Mr. R.R. Bagri.
After the passing away of Mr. R.P. Goyal on 22nd October,
2011, the Audit Committee has been re-constituted and
Mr. A.K. Kajaria and Mr. H. Rathnakara Hegde have been
appointed on 17th January 2012 as the members of the
Audit Committee.
As on 31st March, 2012, the Audit Committee comprises
the following Four Directors:.
All members of the committee possess sound knowledge
of accounts, audit, finance and internal controls.
Mr. R C Rawat, Sr. Vice President (A&T) & Company
Secretary is the Secretary of the Audit Committee. The
Chairman of the Audit Committee could not attend the
Annual General Meeting of the Company held on 2nd
June 2011 due to ill health. However, Mr. R.K. Bhargava,
being a member of the Audit Committee attended the
Annual General Meeting of the Company.
Role of Audit Committee
Audit Committee of the Board is entrusted with the
powers and role that are in accordance with Clause 49 of
the Listing Agreement as well as Section 292A of the
Companies Act 1956. The Role of Audit Committee inter
alia includes the following:
a) Overview of the Company’s financial reporting
process and disclosure of its financial information
b) Recommending the appointment/removal of statutory
auditors, fixation of audit fee, discussion about the
nature and scope of audit, and approval of payment of
fees for any other service rendered by statutory
auditors
c) Reviewing with the management, the quarterly, half
yearly and annual financial statements before
submission to the Board
d) Reviewing the internal audit reports and report of the
Statutory Auditors with the management
e) Reviewing the adequacy of internal audit function, the
internal control system of the Company, compliance
with the Company’s policies and applicable laws and
regulations
f) Reviewing the Company’s financial and risk
management policies
g) To look into the reasons for substantial defaults, if
any, in the payment to the depositors, debenture
holders, shareholders (in case of nonpayment of
declared dividend) and creditors
h) Reviewing the statements of significant related party
transactions
The Audit Committee may also review such matters as
may be referred to it by the Board or which may be
specified as role of the Audit Committee under
amendments, if any, from time to time, to the Listing
Agreement, Companies Act and other statutes.
IV. Remuneration Committee
The Remuneration Committee comprises of four directors.
During the year under review, the Committee met once
on 30.04.2011. The details of the meetings attended by
the directors are as follows:
The terms of reference to this Committee include:
•
Formulation of policy relating to, and fixation of,
remuneration payable, and other service terms and
conditions applicable to the Executive directors, and
other senior executives of the Company and
•
Fees payable to the Non-Executive directors for
meetings of the Board and/or various committees
attended
The details of remuneration paid to directors during the
financial year ended 31st March 2012 is as under:
S.No. Name
Status
1.
Mr. R. K. Bhargava
Chairman
2.
Mr. R.R. Bagri
Member
3.
Mr. A.K. Kajaria
Member
4.
Mr. H. Rathnakara Hegde
Member
Name of the
Status
No. of Meetings
Director
Attended
Mr. Ashok Kajaria
Chairman
1
Mr. R K Bhargava
Member
1
Mr. R R Bagri
Member
1
Mr. D.P. Bagchi
Member
1