49
Corporate
Governance
Report
I. The Company’s philosophy on Corporate
Governance
INVESTORS STAYED INVESTED IN THE COMPANIES THAT
DEMONSTRATE PERFORMANCE ON A SUSTAINED BASIS.
SUSTAINED PERFORMANCE CAN NOT BE ACCIDENTAL
– CORPORATE GOVERNANCE PRACTICE OF AN
ORGANISATION IS ONE OF ESSENTIAL REQUIREMENTS
FOR ASSURED PERFORMANCE ON A CONTINUOUS BASIS.
At Kajaria, Corporate Governance is a way of life rather
than a mere legal compulsion. We have a set of systems
and practices to ensure that affairs of the Company
are being managed in a way to have accountability,
transparency, and fairness in all its transactions in the
widest sense and meet its shareholders aspirations and
societal expectations. We keep our Corporate Governance
practices under continuous review and benchmark
ourselves to the best practices.
In Accordance with Clause 49 of the Listing Agreement,
the report containing the Corporate Governance Policies
and Practices adopted by the Company for the financial
year 2012-13 is as under:
II. Board of Directors
Composition
The Company is managed by the Board consisting of
optimum Combination of Executive and Non- Executive
Directors, which primarily takes care of the business
needs and shareholders’ interest. As on 31st March
2013 the Company has 8 Directors on its Board, of which
4 Directors are Independent. The Composition of the
Board is in conformity with the 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
member of more than 10 Committees and Chairman of
more than 5 Committees
MEETINGS, AGENDA, ATTENDANCE AND PROCEEDINGS
OF THE BOARD MEETING
The Board meets at least once in every quarter to review
the quarterly financial results and other items on Agenda.
Additional meetings are held when necessary. During
the financial year ended 31st March 2013, Five Board
Meetings were held and the gap between two Board
Meetings did not exceed four months. The Date on which
the Board Meetings were held are as follows:
27.04.2012, 13.07.2012, 16.10.2012, 21.01.2013 &
21.02.2013
The details of composition of the Board, nature of
directorship, Number of directorships in other companies,
Chairmanship/ Membership of the Committee of each
director in other Companies, attendance of the Directors
at Board Meeting and Last Annual General Meeting are
given below:
