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ITEMNo. 8
Mr. Debi Prasad Bagchi
, retired IAS officer, is M.A (Economics) and M. Phil in Public Administration. During his
tenure with Government of India, he served as Secretary to the Government of India. He was also Chief Secretary to the Govt. of
Orissa, and is also serving the Board of Directors of the other companies of different business. He has rich experience in general
administration, management strategy, government industry relationship and corporate governance. Mr. Debi Prasad Bagchi
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joined the Board of the company on 29 June, 2007 as an Independent Director, liable to retire by Rotation at thisAnnual General
Meeting.
In accordance with the relevant provisions of the Articles of Association of the Company and the erstwhile provisions of the
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CompaniesAct, 1956, Mr. Debi Prasad Bagchi was re-appointed on 13 July 2012.
The provisions of the Companies Act, 2013 with respect to the appointment and tenure of the Independent Directors have come
into effect. The Board of Directors of the Company has decided to adopt the provisions with respect to the appointment and tenure
of the Independent Directors which is consistent with the CompaniesAct, 2013 and the amended listing agreement. The transition
to the Companies Act, 2013 will be managed by appointing Mr. Debi Prasad Bagchi as an Independent Director for a period of 5
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(five) consecutive years for a term up to the conclusion of the 33 Annual General Meeting of the Company in the Calendar Year
2019. He shall not be included in the total number of Directors for retirement by rotation.
The Company has received a notice in writing fromamember along with a deposit of the requisite amount under section 160 of the
CompaniesAct, 2013 proposing the Candidature of Mr. Debi Prasad Bagchi for the Office of Director of the Company.
In the opinion of the Board, Mr. Debi Prasad Bagchi fulfills the conditions specified in the Companies Act, 2013 for such an
appointment and is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and
has given his consent to act as Director. He also meets the criteria of independence as prescribed under section 149(6) of the
CompaniesAct, 2013 and Listing agreement.
The Board considers that his continued association would be of immense benefit to the company and it is desirable to continue to
avail his services on the Board of the Company. Accordingly, the Board recommends the resolution in relation to the appointment
of Mr. Debi Prasad Bagchi as an Independent Director, for the approval by the shareholders of the company.
Copy of the draft letter of appointment of Mr. Debi Prasad Bagchi as Independent Director setting out the terms and conditions is
available for inspection by the members at the Registered Office of the Company and is also available on the website of the
Company i.e
.
Except Mr. Debi Prasad Bagchi, being an appointee, none of the Directors and Key Managerial personnel of the company and
their relatives is concerned or interested, financial or otherwise, in the resolution set out in itemNo. 8.
ITEMNO. 9
The Board on recommendation of Audit Committee, has approved the appointment and remuneration of M/s G.T & Co., Cost
Auditors (REGN: 000253) to conduct the audit of the Cost records of the Company for the financial year ending March 31st, 2015
on the remuneration of Rs.1,30,000 plus Service Tax and out of pocket expenses. The consent to act as the Cost Auditor of the
Company and Certificate for independence andArm’s Length relationship with the Company has been obtained.
In accordance with the Provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014 the remuneration payable to the CostAuditors has to be ratified by the shareholders of the Company.
Accordingly the consent of the members is sought for passing Ordinary resolution as set out at Item No. 9 of the notice for
ratification of remuneration payable to the CostAuditors for the financial year endingMarch 31st, 2015.
Copy of the consent to act as the Cost Auditor and Certificate of independence and Arm’s Length relationship is available for
inspection by themembers at the Registered Office of the Company.
None of the Directors and Key managerial personnel of the company and their respective relatives is concerned or interested,
financial or otherwise, in passing of the resolution set out in itemNo. 9.
By Order of the Board
For Kajaria Ceramics Ltd
Date : 07.05.2014
R. C. Rawat
Place: NewDelhi
Executive VP (A&T) &Co. Secretary
(DIN : 00061648)
