Annual Report, 2016-17

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Number of shares held by Independent
Directors
Mr. Ram Ratan Bagri, Independent Director holds 40,000
Equity shares of the Company and Mr. Raj Kumar Bhargava,
Independent Director hold 18,592 Equity shares of the
Company. No other independent director, hold any share of the
Company.
Board Meetings
The Board meets at least once in every quarter to discuss and
decide on inter alia business strategies/ policies and review the
financial performance of the Company and its subsidiaries and
other items on agenda. Additional meetings are held from time
to time as and when necessary.
The notice of each Board Meeting is given in writing to each
director of the Company. The agenda along with the relevant
notes and other material information are sent to each director
in advance and in exceptional cases tabled at the meeting.
Also, the Board meetings of the Company have been held with
proper compliance of the provisions of Companies Act, 2013,
Listing Regulations and Secretarial Standards, as applicable
thereon.
During the financial year 2016-17, seven (7) Board Meetings
were held, at least one in every calendar quarter and the gap
between two consecutive Board Meetings did not exceed - one
hundred and twenty (120) days. The dates on which the Board
Meetings were held, are as follows:
28th April 2016, 27th May, 2016, 16th June, 2016, 11th July
2016, 3rd August 2016, 20th October 2016, and 24th January
2017.
Post meeting follow up Mechanism
All the important decisions taken at the Board / Committee
meetings are communicated to the concerned departments /
divisions. Action Taken Report on decisions / minutes of previous
meetings is placed at the succeeding meeting of the Board /
Committee for noting & signing thereon.
Board Support
The Company Secretary attends the Board / Committee
meetings and advises on compliances with applicable laws and
governance.
Separate Meeting for Independent Directors
The Independent Directors of the Company meet once in a
calendar year without the presence of Executive Directors and
Management Personnel. Such Meeting reviews the performance
of Non- Independent Directors and the Board as a whole, review
the performance of Chairman of the Board, access the quality,
quantity and timeliness of the flow of information between
management and the Board that is necessary for it to effectively
and reasonably perform its duties. A meeting of Independent
Directors was held on May 15, 2017.
Familiarisation Programme for Independent
Directors
At the time of appointing an Independent Director, a formal
letter of appointment is given to him/her, which inter-alia
explains the role, functions, duties and responsibilities expected
from him/her as a director of the Company. The Director is also
explained in detail the compliances required from him under the
Companies Act, 2013, the Listing Regulations and other relevant
rules & regulations. The Chairman & Managing Director also
has one to one discussion with the newly appointed director to
familiarize him/her with the Company’s Operations. The Board
Members are provided with necessary documents, reports
and policies to enable them to familiarise with the Company’s
Procedures and Practices. Periodic presentations are made at the
Board and Committee Meetings on Business and performance
update of the Company.
The familiarization program has been uploaded on the website
of the Company at
FamiliarisationProgrammeforIndependentDirectors.pdf
Audit Committee
During the year 2016-17, the Committee met five (5) times
i.e. 28th April 2016, 11th July 2016, 3rd August 2016, 20th
October 2016, and 24th January 2017. The composition of the
Committee and details of meetings attended by the directors
are as follows:
Name of the
Committee
Member
Category Designation No. of
Meetings
Attended
Mr. Raj Kumar
Bhargava
Independent Chairman 5
Mr. Ashok Kajaria Executive Member 5
Mr. Ram Ratan
Bagri
Independent Member 5
Mr. H. Rathnakar
Hegde
Independent Member 4
Mr. Debi Prasad
Bagchi
Independent Member 5
The Committee’s Composition meets the requirements of
Section 177 of the Companies Act 2013 and Regulation 18
of the Listing Regulations. Members of the committee possess
sound knowledge of accounts, audit, banking, finance and
internal controls.
069 ANNUAL
REPORT 2016-17 KAJARIA
CERAMICS
CORPORATE
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