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51
Annual Report 2011-12
50 Kajaria Ceramics Limited
` in
Million
S No Name of Directors
Salary
Perquisites & other Benefits
Sitting fees
Total
1 Mr. Ashok Kajaria
10.20
7.99
-
18.19
2 Mr. Chetan Kajaria
8.40
6.58
-
14.98
3 Mr. Rishi Kajaria
8.40
6.58
-
14.98
4 Mr. B.K.Sinha
1.98
1.35
-
3.33
5 Mr. R R Bagri
-
-
0.36
0.36
6 Mr. R K Bhargava
-
-
0.24
0.24
7 Mr. D P Bagchi
-
-
0.16
0.16
8 Mr. H. Rathnakara Hegde
-
-
0.04
0.04
Year
Date
Time
Venue
2009
28.08.2009
12.00 Noon
A- 27 & 28 , Sikandrabad Indl Area, Sikandrabad , Distt Bulandshahr (U P)
2010
21.08.2010
12.00 Noon
-do-
2011
02.06.2011
12.00 Noon
-do-
The Company has not issued any stock options and no
commission was paid to any director.
The Number of shares held by Non-Executive Directors
as on 31.03.12 is as follows:
V. Project Management Committee
The Company has a Project Management Committee of
Board of Directors to review the expansion/capital
investments. During the year under review, the
Committee met only once on 30.04.2011. The details of
the meetings attended by the directors are as follows:
VI. Share Transfer And Investors
Grievances Committee
The Committee administers the redressal of shareholders
and investor grievances like transfer of shares, non-
receipt of balance sheet, dividend, and approval of
transfer of shares, subdivision, transmission, issue of
duplicate share certificates, among others. During the
year, six Share Transfer-cum-Investor Grievances
Committee meetings were held on 30.04.2011,
23.05.2011, 18.07.2011, 12.09.2011, 28.11.2011 and
15.03.2012. The details of the meetings attended by the
directors are as follows:
Mr. R.C. Rawat, Sr. V.P. (A&T) & Company Secretary is the
Compliance Officer of the Company.
During the year, 38 complaints were received. 33
complaints were disposed off and five complaints were
pending as at 31.03.2012.
All queries received during the financial year ended 31st
March 2012 were duly addressed and no queries are
pending for reply on that date except where the Registrar
& Transfer Agent is constrained by dispute or legal
impediment or due to incomplete or non-submission of
documents by the shareholders.
VI. General Body Meetings
The last three Annual General Meetings were held as per
details given below:
There is no proposal for passing any resolution through
postal ballots in the ensuing AGM.
VII. Disclosures
a) DISCLOSURE ON MATERIALLY SIGNIFICANT RELATED
PARTY TRANSACTIONS:
Details of related party transactions of the year have
been set out under Note No. 42 (Point A) of the Annual
Accounts. During the year under review, the Company
has not entered into any transaction of a material
nature that may have any potential conflict with the
interests of the Company.
b) COMPLIANCE:
The Company has complied with all the requirements
of the listing agreements with the stock exchanges as
well as regulations and guidelines of SEBI. No
penalties have been imposed or stricture has been
issued by SEBI, stock exchanges or any Statutory
Authorities on matters relating to capital markets
during the last three years.
c) ACCOUNTING TREATMENT IN PREPARATION OF
FINANCIAL STATEMENTS:
The Company has followed all relevant accounting
standards notified by the Companies Accounting
Standards Rules 2006 and relevant provisions of the
Companies Act 1956 while preparing its financial
statements.
d) DETAILS OF COMPLIANCE WITH MANDATORY/NON –
MANDATORY REQUIREMENTS OF CLAUSE 49 OF THE
LISTING AGREEMENT.
Your Company has complied with all the mandatory
requirements of Clause 49 of the Listing Agreement.
The status of compliance with non-mandatory
requirements of Clause 49 of the Listing Agreement is
provided as follows:
i)
Tenure of Independent Director:
No maximum
tenure for the independent director has been
specifically determined.
ii)
Remuneration Committee:
The Board has set a
remuneration committee for which details have
been provided in this report under clause IV
above.
iii)
Shareholders’ Right:
As the quarterly and half
yearly performance are published in the
newspapers and are also posted on the
Company’s website, the same are not being sent
separately to the shareholders.
iv)
Audit Qualification :
The Company’s financial
statement for the financial year ended on
31.03.2012 does not contain any audit
qualification
v)
Training of the Board Members :
The Board
members are well experienced to perform their
role best suited to the business. The Board
members are fully updated on all the new
initiatives proposed by the Company,
developments in the domestic / global corporate
and industry scenario, changes in statutes /
legislation & economic environment and critical
business issues. On the matters of specialised
nature, the Company engages outside
experts/consultants for presentation and
discussion with the Board members.
vi)
Whistle Blower Policy
: The Company adopted a
whistle blower policy with an objective to provide
employees and business associates a framework
and to establish a formal mechanism and process
S.No. Name of Non- Executive Director
No. of Shares held
as on 31.03.12
1 Mr. R K Bhargava
14296
2 Mr. R R Bagri
37000
3 Mr. D P Bagchi
NIL
4 Mr. H. Rathnakara Hegde
NIL
Name of the Director
Status
No. of Meetings
Attended
Mr. Ashok Kajaria
Chairman
1
Mr. Chetan Kajaria
Member
1
Mr. Rishi Kajaria
Member
1
Mr. R.R. Bagri
Member
1
Name of the Director
Status
No. of Meetings
Attended
Mr. R R Bagri
Chairman
6
Mr. Ashok Kajaria
Member
6
Mr. Chetan Kajaria
Member
6