Annual Report, 2016-17

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adopted a Scheme of Arrangement, which provides for, inter-
alia, the amalgamation of Kajaria Securities Private Limited with
the Company with appointed date as closing hours of business
on March 31, 2017 (“Scheme”). The Company has filed the
Scheme for approval under Sections 230-232 and 66 read with
other applicable provisions of the Companies Act, 2013 and the
Companies (Compromises, Arrangements and Amalgamations)
Rules, 2016 before the Chandigarh Bench of the National
Company Law Tribunal (“NCLT”) vide application dated March
16, 2017.
Risk Management
Your Company understands the importance of various risks
faced by it and has adopted a Risk Management Policy which
establishes various levels of accountability within the Company.
The Company had also constituted a Risk Management
Committee which ensures that the Company has appropriate
and effective risk management systems which carries out risk
identification, assessment and ensures that risk mitigation
plans are in place. The Risk Management Committee has
identified various risk to which the Company is subject to and
has accordingly aligned the concerned departments to take
the necessary mitigating steps. Risk management has been
interlinked with the annual planning exercise where each
function and business carries out a fresh risk identification,
assessment and draws up treatment plans.
A Risk Management Policy in terms of provisions of Section
134(3)(n) of the Companies Act, 2013 is in place and is uploaded
on the website of the Company i.e. www.
Internal Control Systems and their adequacy
The Company believes that a strong internal control framework
is necessary for business efficiency, management effectiveness
and safeguarding assets. The Company has a well-defined
internal control system in place, which is designed to provide
reasonable assurance related to operation and financial
control. The Management of the Company is responsible for
ensuring that Internal Financial Control has been laid down in
the Company and that controls are adequate and operating
adequately.
Internal Audit is carried out by external auditors and periodically
covers all areas of business. The audit scope, mythology to be
used, reporting framework is defined in charter of the Internal
Audit, which is approved by the Audit Committee of the Board
of Directors. The Internal Auditors evaluates the efficacy and
adequacy of internal control system, its compliance with
operating systems and policies of the Company and accounting
procedures at all the locations of the Company. Based on the
report of the Internal Auditors, process owners undertake
corrective action in their respective areas and thereby strengthen
the controls. Significant audit observations and corrective
actions thereon are placed before the Audit Committee of
the Board. The Internal Audit also continuously evaluates the
various processes being followed by the Company and suggests
value addition, to strengthen such processes and make them
more effective.
Internal Controls with respect to financial
statements
The Company has an adequate system of internal financial
control in place with reference to financial statements. The
Company has policies and procedures in place for ensuring
proper and efficient conduct of its business, the safeguarding
of its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records and
the timely preparation of reliable financial information.
Directors and Key Managerial Personnel
Mr. Dev Datt Rishi (DIN: 00312882) is liable to retire by rotation
and being eligible offered himself for re-appointment at the
ensuing Annual General Meeting.
The Board recommends for his re-appointment in the
forthcoming Annual General Meeting.
All Independent directors have given declarations that they meet
the criteria of independence as laid down under section 149(6)
of the Companies Act, 2013 and the SEBI (LODR) Regulations,
2015.
During the financial year under 2016-17, Mr. Sandeep Singhal
(DIN: 00040491) has resigned from the Directorship of the
Company w.e.f. 7th February, 2017. Further, there is no change
in the composition of Key Managerial Personnel of the Company.
Board Evaluation
The Board has carried out an annual performance evaluation
of its own performance, its Committees and the Directors
including Chairman.
The manner in which the evaluation has been carried out has
been explained in the Corporate Governance Report.
Nomination and Remuneration Policy
On the recommendation of the Nomination and Remuneration
Committee, the Board has framed a policy for selection and
appointment of Directors, Senior Management and their
remuneration. Nomination and Remuneration Policy including
the criteria for determining qualification, positive attributes
& independence is placed on the website of the Company
i.e.
remuneration_ policy.pdf
Details of remuneration under Section 197 of the Companies Act,
037 ANNUAL
REPORT 2016-17 KAJARIA
CERAMICS
CORPORATE
OVERVIEW
MANAGEMENT
REPORTS
FINANCIAL
STATEMENTS