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Board shall consider the restrictions, if any, imposed by the

Act and other applicable laws with regard to declaration of

dividend.

Statutory obligations under the Act to transfer a certain portion

of profits to any specific reserve such as Debenture Redemption

Reserve, Capital Redemption Reserve, etc. may impact the

decision with regard to dividend declaration.

Dividend distribution tax or any tax deduction at source as

required by tax regulations in India, applicable at the time of

declaration of dividend may impact the decision with regard to

dividend declaration.

Agreements with Lenders / Debenture Trustees

The decision of dividend pay-out may also be affected by the

restrictions and covenants contained in the agreements entered

into with the lenders or Debenture Trustees of the Company

from time to time.

Other Factors

Other factors beyond control of the Management like natural

calamities, fire, etc. affecting operations of the Company may

impact the decision with regard to dividend declaration.

INTERNAL FACTORS:

The Board shall consider internal factors while declaring dividend

including the following:

• Outlook of the Company in line with business plan

• Profitability;

• Capex needs for the existing businesses;

• Mergers and Acquisitions;

• Expansion / Modernization of the business;

• Cost of raising funds from alternate sources;

• Cost of servicing outstanding debts;

• Funds for meeting contingent liabilities

• Any other factor as deemed appropriate by the Board.

7. FINANCIAL PARAMETERS FOR

DECLARING DIVIDEND

To keep investment attractive and to ensure capital appreciation

for the shareholders, the Company shall also endeavour to

provide consistent return over a period of time. While deciding

on the dividend, micro and macro economic parameters for the

country in general and the Company in particular shall also be

considered.

The Board shall endeavour to maintain the Dividend Payout

Ratio (Dividend including Dividend Distribution Tax / Profit After

Tax) between 20-25% of Consolidated Profit After Tax.

Taking into consideration the aforementioned factors, the Board

shall endeavour to maintain a dividend payout.

8. UTILISATIONOF RETAINED EARNINGS

Subject to the provisions of the Act and other applicable laws,

retained earnings may be utilised as under:

• Declaration of dividend - Interim or Final;

• Issue of fully paid-up bonus shares;

• Augmenting internal resources;

• Repayment of debt;

• Funding for Capex / expansion plans / acquisition;

• Any other permitted use.

9. CIRCUMSTANCES IMPACTINGDIVIDEND

PAYMENT

The decision regarding Dividend pay-out is a crucial decision

as it determines the amount of profit to be distributed among

shareholders and amount of profit to be retained in the business.

The circumstances under which the shareholders may expect

dividend would depend upon certain factors mentioned in

Clause 6 above.

10. PARAMETERS FOR VARIOUS CLASSES

OF SHARES

The Authorised Share Capital of the Company is divided into

Equity Shares of Re. 1/- each and Preference Shares of Rs.

100/- each. Currently, the Company has one class of issued and

subscribed shares - Equity Shares. There is no privilege amongst

Equity shareholders of the Company with respect to dividend

distribution.

As and when the Company shall issue other class of Equity Shares

or other kind of shares, this Policy may be suitably amended.

11. DISCLOSURE

This Dividend Distribution Policy shall be disclosed in the Annual

Report of the Company and on the Company’s website www.

kajariaceramics.com.

If the Company proposes to declare dividend on the basis of any

additional parameters apart from those mentioned in the Policy

or proposes to change the parameters contained in this Policy,

it shall disclose such changes along with the rationale for the

same in the Annual Report and on the website.

12. EFFECTIVE DATE

This Policy shall be effective and applicable for dividend, if any,

declared for the Financial Year 2016-17 onwards.

13. REVIEW/ AMENDMENT

This Dividend Distribution Policy may be amended by the Board,

as and when deemed fit. Any or all provisions of this Policy

would be subject to revision / amendment in accordance with

the provisions of the Act and the Listing Regulations, from time

to time. Any amendments in the Act or in the Listing Regulations

shall be binding even if not incorporated in this Policy.

083

ANNUAL

REPORT

20

16-17

KAJARIA

CERAMICS

CORPORATE

OVERVIEW

MANAGEMENT

REPORTS

FINANCIAL

STATEMENTS