to exercise their votes by electronic mode are requested
to vote before close of business hours on the last date of
e-voting.
The Board has appointed Dr. Chandrasekaran (Membership
No. ACS 1644, CP No. 715) and in his absence Mr. Rupesh
Agarwal, (Membership No. ACS - 16302 CP NO. 5673)
Practicing Company Secretary both being partners of M/s
Chandrasekaran Associates having its office situated at
11 F, Pocket IV, Mayur Vihar, Phase 1, Delhi - 110091) as
the scrutinizer to conduct the Postal Ballot process. The
scrutinizer submits his report to the Chairman, after the
completion of scrutiny , and the consolidated results of the
voting by postal ballot are announced by the Chairman. The
results are also displayed on the website of the Company,
besides being communicated
to the stock exchanges. The date of declaration of the
results by the Company is deemed to be the date of passing
of the resolutions.
Accordingly the said resolutions were approved by the
shareholders with requisite and overwhelming majority.
c)
Special Resolution proposed to be conducted:
There is
no special resolutions proposed to be conducted through
Postal Ballot.
d) Except as stated above, the Company did not hold Extra-
Ordinary General Meeting of the Shareholders.
Disclosures
a) Materially Significant Related party transactions
During the year 2015-16, there are no materially significant
transactions with the related parties’ viz. Promoters,
Directors or the Management, their subsidiaries or relatives
that had potential conflict with the Company’s Interest.
Suitable disclosure as required by Accounting Standard
(AS-18) has been made under note No. 42 of the
Annual Accounts. The policy on dealing with related
party transactions is also present on the Company’s
Website:
/
RelatedPartyTransactionPolicy.pdf
b)
Details of non-compliance by the Company, penalties
and strictures imposed on the Company by Stock
exchange or SEBI or any statutory authority during last
three years
The Company has complied with all the requirements of
the Listing Agreements with the Stock Exchanges as well
as regulations and guidelines of SEBI.
No
penalties
have been imposed or stricture has been issued by SEBI,
Stock Exchanges or any Statutory Authorities on matters
relating to Capital Markets during the last three years.
c) Vigil Mechanism / Whistle Blower Policy
Pursuant to Section 177 (9) and (10) of Companies Act
2013 and regulation 22 of Listing Regulations, the
Company has formulated Whistle Blower policy with
vigil mechanism for directors and employees to report to
the management about the unethical behavior, fraud or
violation of Company’s Code of Conduct. The mechanism
provides for adequate safeguards against victimization
of employees and directors who use such mechanism
and make provision for direct access to the Chairman of
the Audit Committee in exceptional cases. None of the
personnel of the Company has been denied access to the
Audit Committee. No complaint has been received during
the year 2015-16.
The details of establishment of vigil mechanism have been
disclosed by the Company on its website i.e.
.
kajariaceramics.com/pdf/Whistle_Blowing_Policy.pdf and
in the Board’s report.
d) The policy for determining the material subsidiaries has
been disclosed on the website of the Company i.ehttp://
Kajaria.pdf.
Description of Resolution
No. of total valid Postal Ballot
Forms / E-votes received
Votes Cast (No. of Shares)
For
Against
To alter the object clause of the Company
50809764
50675747
407
To alter the liability clause of the Company
50809764
50671255
4099
The results of the Postal Ballot were declared on Monday, 7th September, 2015. Details of voting pattern were as under:
92
l
KAJARIA CERAMICS LIMITED
