Annual Report, 2016-17

Adequate notice is given to all directors for the Board Meetings.

Agenda and detailed notes on agenda were sent at least seven

days in advance and a system exists for seeking and obtaining

further information and clarifications on the agenda items

before the meeting and for meaningful participation at the

meeting.

All decisions at Board Meetings and Committee Meetings are

carried out unanimously as recorded in the minutes of the

meetings of the Board of Directors or Committee of the Board,

as the case may be.

We further report that there are adequate systems and processes

in the Company commensurate with the size and operations of

the Company to monitor and ensure compliance with applicable

laws, rules, regulations and guidelines.

We further report that during the audit period the following

specific events / actions took place which have a major bearing

on the Company’s affairs in pursuance of the above referred

laws, rules, regulations, guidelines, standards, etc.:

1. amendment in the Memorandum of Association of the

Company;

2. sub-division of equity shares of the Company from face

value of Rs. 2 to face value of Re. 1 per share;

3. proposed amalgamation of Kajaria Securities Private Limited

with the Company by way of scheme of arrangement subject

to necessary approvals.

For Chandrasekaran Associates

Company Secretaries

Rupesh Agarwal

Partner

Date: 15th May, 2017

Membership No. A16302

Place: New Delhi

Certificate of Practice No. 5673

Note: This report is to be read with our letter of even date which

is annexed as Annexure-A and forms an integral part of this

report.

Annexure - A

The Members

Kajaria Ceramics Limited

SF-11, Second Floor

JMD Regent Plaza, Mehrauli Gurgaon Road,

Village Sikanderpur Ghosi, Gurgaon-122001

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an

opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness

of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are

reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our

opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and

happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of

management. Our examination was limited to the verification of procedures on random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness

with which the management has conducted the affairs of the Company.