of its own performance, its Committees and the Directors
including Chairman.
The manner in which the evaluation has been carried out has
been explained in the Corporate Governance Report.
Remuneration Policy
On the recommendation of the Nomination & Remuneration
Committee, the Board has framed a policy for selection and
appointment of Directors, Senior Management and their
remuneration. Nomination and remuneration policy including
criteria for determining qualification, positive attributes &
independence is also placed on the website of the Company
i.e
_
Remuneration_Policy.pdf
Details of remuneration under Section 197 of the Companies
Act 2013 and details required under Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are also stated in Annexure- 4 which forms part
of this report.
Statutory Audit
M/s O. P. Bagla & Co. (Firm Reg. No. 000018N), Chartered
Accountants, the Statutory Auditors of the Company would
retire at the ensuing Annual General Meeting. They have
confirmed their eligibility under section 139 & 141 of the
Companies Act 2013 and willingness for re-appointment as
statutory auditors of the Company.
The Board of Directors recommends the re-appointment of
M/s O. P. Bagla & Co. (Firm Reg. No. 000018N), as Statutory
Auditors from the Conclusion of ensuing Annual General
Meeting till the conclusion of next Annual General Meeting.
The report given by the Statutory Auditors on the financial
statements of the Company is a part of the Annual Report.
There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their report. There were no
frauds reported by the auditors under sub section 12 of section
143 of the Companies Act 2013.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, M/s Chandrasekaran
Associates, a firm of Company Secretaries in Practice, has been
appointed, to undertake the Secretarial Audit of the Company
for the year ended on 31st March 2016. The Report of the
Secretarial Audit Report is annexed herewith as “Annexure 5”.
There are no qualifications, reservations, adverse remarks or
disclaimer made by Secretarial Auditors in their report.
Disclosures under the Companies Act 2013 and rules thereunder:
Extract of Annual Return
The extract of the Annual Return in form MGT 9 is annexed
herewith as “Annexure- 6”.
Meetings of the Board
The Board of Directors met 4 (four) times during the year 2015-
16. Details of the number of Meetings of Board held during the
financial year 15-16 forms part of the Corporate Governance
Report.
Particulars of Loans, Guarantee and Investments
Particulars of Loans, Guarantees and Investments, covered
under the provisions of Section 186 of the Companies Act,
2013 are given in the notes 13, 14, 18 & 27 to the Financial
Statements.
Conservation of energy, technology absorption
and foreign exchange earnings/outgo
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required
to be disclosed under the Act are provided in Annexure –7 to
this report.
Audit Committee
The Composition of Audit Committee is disclosed in the
Corporate Governance Report. All the recommendations made
by the Audit Committee were accepted by the Board.
Vigil Mechanism
The Company has established a Vigil Mechanism for directors
and employees by adopting the Whistle Blower Policy to report
genuine concerns or grievances. The Whistle Blower Policy may
be accessed on the website of the Company i.e
kajariaceramics.com/pdf/Whistle_Blowing_Policy.pdf
Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal), Act 2013
The Company has in place a Prevention of sexual harassment
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KAJARIA CERAMICS LIMITED
