Report on
Corporate Governance
I. THE COMPANY’S PHILOSOPHY ON
CORPORATE GOVERNANCE
KAJARIA DEFINES CORPORATE GOVERNANCE
AS A SYSTEMIC PROCESS BYWHICHCOMPANIES
ARE DIRECTED AND CONTROLLED TO ENHANCE
THEIR WEALTH GENERATING CAPACITY. WE
BELIEVE THAT THE GOVERNANCE PROCESS
SHOULD ENSURE THAT LARGE CORPORATES
ARE MANAGED IN A MANNER THAT MEETS
STAKEHOLDERS ASPIRATIONS AND SOCIETAL
EXPECTATIONS.
The Company has set itself the objective of
expanding its capacities and becoming globally
competitive in its business. As a part of its growth
strategy, the Company believes in adopting
“best practices” that are followed in the area
of Corporate Governance. Your Company is
committed to sound principles of Corporate
Governance with respect to all its procedures,
policies and practices. Comprehensive disclosures,
structured accountability in exercise of powers,
adhering to best practices and commitment to
compliance with regulations and statutes in letter
as well as spirit have enabled your Company to
enhance shareholder value.
In Accordance with Clause 49 of the Listing
Agreement, the report containing the Corporate
Governance Policies and Practices adopted by
the Company for the financial year 2013-14 is as
under:
II. BOARD OF DIRECTORS
Composition
The Company has a very balanced structure of
Board of Directors comprising of Executive, Non-
Executive and Independent Directors, which
primarily takes care of the business needs and
shareholders’ interest. As on 31st March 2014 the
Company has 9 Directors on its Board. As per the
provisions of Companies Act 1956 and clause 49
of the listing agreement as on date, 5 Directors
are Independent.
The Independent directors are experienced,
competent and highly renowned persons from
their respective fields. They take active part at
the Board and Committee Meetings and play
critical role on strategic issues which enhances
the transparency and value in decision making
process of Board of Directors.
Meetings, Agenda, Attendance and
Proceedings of the Board Meeting
The Board meets at least once in every quarter to
review the quarterly financial results and other
items on Agenda. Additional meetings are held
when necessary. During the financial year ended
31st March 2014, eight Board Meetings were
held and the gap between two Board Meetings
did not exceed four months. The Date on which
the Board Meetings were held are as follows:
30.04.2013,
04.06.2013,
30.07.2013,
08.10.2013,
06.11.2013,
11.11.2013,
20.01.2014
& 18.02.2014.
The details of composition of the Board, nature
of directorship, Number of directorships in other
companies, Chairmanship/ Membership of the
Committee of each director in other Companies,
attendance of the Directors at Board Meeting and
Last Annual General Meeting are given on the
following page:
38
Kajaria Ceramics Limited
