converted into one fully paid up equity share of Rs. 2 each.
ESOS 2015 is administered by Nomination and Remuneration
Committee of the Board of Directors of the Company. During
the year under review, on 20th October 2015 the Nomination
and Remuneration Committee of the Company has granted
2,29,000 (Two lakhs twenty nine thousand) stock options to
the employees of the Company. There is no material change
in the scheme and the scheme is in compliance with the SEBI
(SBEB) Regulations 2014. Further the details required under
SEBI (SBEB) Regulations 2014 are disclosed on the website of
the Company and the same can be accessed at
kajariaceramics.com
Transfer to Reserves
A sum of Rs. 60 Crores has been transferred to the Company’s
General Reserve account and the balance has been carried to
surplus in statement of profit and loss.
Directors’ Responsibility Statement
In terms of the provisions of the Companies Act 2013, the
directors confirm that:
i) In the preparation of the annual accounts for the year ended
on 31st March, 2016, the applicable accounting standards
had been followed and that no material departures have
been made from the same.
ii) Appropriate accounting policies have been selected and
applied consistently and judgments and estimates made
are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as on 31st
March 2016 and the profit and cash flow of the Company
for the period 31st March 2016.
iii) Proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv) The annual accounts have been prepared on a going
concern basis.
v) The Company is following up the proper Internal financial
controls laid down by the directors of the Company and
such internal financial controls are adequate and are
operating effectively and
vi) The Company has devised proper system to ensure the
Compliance with the Provisions of all the applicable
laws and that such systems are adequate and operating
effectively.
Corporate Governance
The Company has complied with the Corporate Governance
requirements as stipulated under the SEBI (LODR) Regulations
2015. A separate section on corporate governance, along with
a certificate from the Company Secretary in practice confirming
the compliance, is annexed and forms part of the Annual
Report.
Management discussion and analysis report
Management discussion and analysis on matters related to the
business performance as stipulated in SEBI (LODR) Regulations,
2015 is given as a separate section in the Annual Report.
Related Party Transactions
For all related party transactions prior omnibus approval of
the Audit Committee is obtained on a yearly basis for the
transactions which are of a foreseen and repetitive nature
and such approval is in the interest of the Company. The
transactions entered into, pursuant to the omnibus approval
so granted, are audited and a statement giving details of all
related party transactions is placed before the Audit Committee
and the Board of Directors for their approval. All related parties
transactions are disclosed in note number 35 to the financial
statements. Material related party transactions with subsidiaries
which are at arm’s length price are disclosed in form AOC-2
annexed as Annexure- 2.
The Related Party Transactions Policy as approved by the
Board is uploaded on the Company’s website i.e.
kajariaceramics.com/pdf/RelatedPartyTransactionPolicy.pdf.
Corporate Social Responsibility Initiatives
In terms of provisions of Section 135 of the Companies Act,
2013 and Corporate Social Responsibility Policy Rules, 2014,
the Corporate Social Responsibility committee (CSR Committee)
has formulated a CSR policy indicating the activities to be
undertaken by the Company. The constitution of CSR Committee
is disclosed in Corporate Governance Report.
The CSR policy may be accessed on the Company’s website i.e
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KAJARIA CERAMICS LIMITED
