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ANNEXURE – 5
SECRETARIAL
AUDITREPORT
FORTHEFINANCIALYEARENDEDMARCH31, 2017
The Members
Kajaria Ceramics Limited
SF-11, Second Floor
JMD Regent Plaza, Mehrauli Gurgaon Road,
Village Sikanderpur Ghosi
Gurgaon-122001
We have conducted the Secretarial Audit of the compliance
of applicable statutory provisions and the adherence to good
corporate governance practices by Kajaria Ceramics Limited
(hereinafter called the Company). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for
evaluating the corporate conducts/ statutory compliances and
expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute
books, forms and returns filed and other records maintained
by the Company and also the information provided by the
Company, its officers, agents and authorised representatives
during the conduct of secretarial audit, We hereby report that in
our opinion, the Company has, during the audit period covering
the financial year ended on March 31, 2017 complied with the
statutory provisions listed hereunder and also that the Company
has proper Board-processes and compliance-mechanism in
place to the extent, in the manner and subject to the reporting
made hereinafter:
We have examined the books, papers, minute books, forms and
returns filed and other records maintained by the Company for
the financial year ended on March 31, 2017 according to the
provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made
thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and
the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-
laws framed thereunder to the extent of Regulation 55A;
(iv) Foreign Exchange Management Act, 1999 and the rules
and regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External
Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under
the Securities and Exchange Board of India Act, 1992 (‘SEBI
Act’):
(a) The Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2009;
(d) The Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014;
(e) The Securities and Exchange Board of India (Issue and
Listing of Debt Securities) Regulations, 2008;
Not
Applicable
(f) The Securities and Exchange Board of India (Registrars to
an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client to
the extent of securities issued;
(g) The Securities and Exchange Board of India (Delisting of
Equity Shares) Regulations, 2009;
Not Applicable
(h) The Securities and Exchange Board of India (Buyback of
Securities) Regulations, 1998;
Not Applicable
(vi) As confirmed and certified by the management, there is no
law specifically applicable to the Company based on the
Sectors / Businesses.
We have also examined compliance with the applicable clauses/
Regulations of the following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India and notified by Ministry of Corporate
Affairs
(ii) SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015
During the period under review, the Company has generally
complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. as mentioned above.
We further report that
The Board of Directors of the Company is duly constituted
with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes, if any, in the
composition of the Board of Directors that took place during
the period under review were carried out in compliance with the
provisions of the Act.
049
ANNUAL
REPORT
20
16-17
KAJARIA
CERAMICS
CORPORATE
OVERVIEW
MANAGEMENT
REPORTS
FINANCIAL
STATEMENTS