We have conducted the Secretarial Audit of the compliance
of applicable statutory provisions and the adherence to good
corporate governance practices by Kajaria Ceramics Limited
(hereinafter called the Company). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for
evaluating the corporate conducts/statutory compliances and
expressing our opinion thereon.
Based on our verification of the Company’s books, papers,
minute books, forms and returns filed and other records
maintained by the Company and also the information
provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, We
hereby report that in our opinion, the Company has, during the
audit period covering the financial year ended on March 31,
2016 complied with the statutory provisions listed hereunder
and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and
returns filed and other records maintained by the Company for
the financial year ended on March 31, 2016 according to the
provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made
thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)
and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-
laws framed thereunder to the extent of Regulation 55A;
(iv) Foreign Exchange Management Act, 1999 and the rules
and regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External
Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under
the Securities and Exchange Board of India Act, 1992 (‘SEBI
Act’):-
(a) The Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations,
2011;
(b) The Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations,
2009;
(d) The Securities and Exchange Board of India (Share
Based employee Benefits) Regulations, 2014;
(e) The Securities and Exchange Board of India (Issue
and Listing of Debt Securities) Regulations, 2008; Not
Applicable
(f) The Securities and Exchange Board of India (Registrars
to an Issue and Share Transfer Agents) Regulations,
1993 regarding the Companies Act and dealing with
client to the extent of securities issued;
Annexure -
5
SECRETARIAL AUDIT REPORT
For the Financial Year Ended March 31, 2016
The Members
Kajaria Ceramics Limited
SF-11, Second Floor
JMD Regent Plaza
Mehrauli Gurgaon Road,
Village Sikanderpur Ghosi
Gurgaon-122001, Haryana
64
l
KAJARIA CERAMICS LIMITED
