Management Committee
The Company has a Management Committee of Board of
Directors set up to inter-alia oversee routine operations that
arise in the normal course of the business such as decision
on banking relations, delegation of operational powers,
appointment of nominees under various statutes etc. The
committee comprises of 4 directors (including one Independent
Director) of the Board. The committee reports to the Board and
the minutes of these meetings are placed before the Board for
confirmation.
Ethics / Governance Policies
1. Code of Business Conduct and Ethics
In compliance with the Listing Regulations and the
Companies Act, 2013, the Company has framed and
adopted a Code of Business conduct and Ethics (‘the
code’). The Company has in place a comprehensive
Code of Conduct applicable to all employees and Non-
executive Directors including independent Directors.
The Code is applicable to Non-executive Directors
including Independent Directors to such extent as may
be applicable to them depending on their roles and
responsibilities. The code gives guidance and support
needed for ethics conduct of business and compliance
of laws. The code reflects the values of the Company
viz. Company value, Ownership Mind-set, Respect,
Integrity, One team and excellence.
A code of Business Conduct and Ethics has been put
on the Company website
.
com/pdf/CodeofBusinessConductethics.pdf. The code
has been circulated to Directors and management
personnel.
All members of the board, the executive directors and
senior officers have affirmed compliance to the Code
as on 31st March, 2016.
A declaration signed by the Company’s chairman and
managing Director is published in this report.
2. Insider Trading Code
The Company has adopted the Code of conduct for
prevention of Insider Trading and Code of Corporate
Disclosure Practices in accordance with the Securities
and Exchange Board of India (Insider Trading)
Regulations, 2015.The code is applicable to Promoters,
Promoters Group, all Directors, Key Managerial
Persons and such other designated employees who are
expected to have access to unpublished Price Sensitive
Information relating to the Company. The Company
Secretary is the Compliance officer for monitoring the
adherence to the said regulations.
3. Policy on Material Subsidiary
The Company has adopted a policy in Line with the
requirements of the Listing Agreement. The objective
of this policy is to lay down criteria for identification
and dealing with material subsidiaries and to
formulate a governance framework for subsidiaries of
the Company. The policy on Material Subsidiaries is
available on the website of the Company
.
kajariaceramics.com/pdf/MaterialSubsidiaryPolicy-
Kajaria.pdf
4. Policy on related party transactions
In line with requirement of the Companies Act,
2013 and Listing Regulations, your Company has
formulated a policy on Related Party transactions.
This policy is also available at Company’s
website at
/
RelatedPartyTransactionPolicy.pdf. The policy intends
to ensure that proper reporting, approval and
disclosure processes are in place for all transactions
between the Company and related Parties. The policy
specifically deals with the review and approval of
Material Related Party transactions keeping in mind
the potential or actual conflicts of interest that may
arise because of entering into these transactions.
Further the shareholders of the Company vide
special resolution passed on 7th September 2015
have approved annual limits for certain related party
transactions of the Company.
Pursuant to the provisions of the Companies Act 2013
and listing regulations, a statement on all related party
transactions is presented before the Audit Committee
on a quarterly basis for its review.
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KAJARIA CERAMICS LIMITED
