30 Apr 2017 | Livemint.com

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Kajaria Ceramics Ltd.

BSE

  • 584.80 19.05 (3.37%)
  • Vol: 85858
  • BSE Code: 500233
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NSE

  • 583.50 0.00 (0%)
  • Vol: 963760
  • NSE Code: KAJARIACER
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Kajaria Ceramics Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

The Company's Philosophy on Corporate Governance

Kajaria's (the company) governance philosophy is based on the trusteeship, transparency and accountability. We believe that it is imperative for us to manage our business affairs in the most fair and transparent manner with a firm commitment to our values. For us, corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organisation's brand and reputation.

As a part of its growth strategy, we continuously review the Corporate Governance practices so that they can be best across the globe. The Company's Code of Conduct and Ethics and Code for prevention of Insider Trading are an extension of our values and reflect our commitment to ethical business Practices.

The Board of Directors is responsible for and committed to sound principles of Corporate Governance in the Company. The Board plays a crucial role in overseeing how the management serves the short and long term interest of the shareholders and other stakeholders.

The Corporate Governance philosophy of the Company is based on the following principles:

i. Appropriate composition of the Board of Directors.

ii. Timely disclosure of material and financial information to the Board of Directors and stakeholders.

iii. Systems and processes are in place to ensure financial control and compliance of laws and

iv. Proper business conduct by the Board, Committees, senior management and employees.

Board of Directors

The Company firmly believes that an active, well-informed and independent Board is necessary to ensure the highest standards of Corporate Governance to bring objectivity and transparency in the management. The Board of Directors is entrusted with the ultimate responsibility of the management, general affairs, direction and performance of the Company and has vested with the requisite powers, authorities and duties.

Selection of the Board:

In terms of the requirement of the provisions of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee has been designated to evaluate the need for change in the composition and size of the Board of the Company and to select members to fill Board vacancies and nominating candidates for election by the shareholders at the Annual General Meeting.

Composition

The Board comprises of such number of Executive and Independent Director as required under the applicable legislations. The Board consists of eminent individuals from the Industry, management, technical, financial and marketing. The Company is managed by the Board of Directors in coordination with the senior management team. As on 31st March 2015 the Company has 11 Directors on its Board including 6 Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The details of composition of the Board, nature of Directorship, Number of Directorships in other companies, Chairmanship/ Membership of the Committee of each director in other Companies, attendance of the Directors at Board Meeting and last Annual General Meeting as on 31st March 2015 are given below

Appointment / Re-Appointment of Directors

Pursuant to the provisions of section 161 (1) of the Companies Act, 2013 and Articles of Association of the Company, Board of Directors had appointed the following Directors as an Additional Directors during the financial year 2014-15 :

i. On 14th January 2015 : Mr. Dev Datt Rishi was appointed as an additional director and designated as Director _ Technical and

ii. On 30th March 2015: Mrs. Sushmita Shekhar was appointed as an additional Independent director.

The appointment of Mr. Dev Datt Rishi and Mrs. Sushmita Shekhar, as the Director of the Company, is subject to the approval of the members in the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mr. Dev Datt Rishi and Mrs. Sushmita Shekhar for appointment as the Director of the Company.

Mr. Chetan Kajaria and Mr. Rishi Kajaria have been re-appointed as Joint Managing Directors of the Company for a period of 3 years w.e.f 1st April 2015, subject to the approval of the shareholders in the ensuing Annual General Meeting.

Mr. Ram Ratan Bagri and Mr. H. Rathnakar Hegde, Directors of the Company, will be re-appointed w.e.f 1st April 2014 for a period of 5 years in the ensuing Annual General Meeting.

The Board recommends for the appointment/ re-appointment of the above Directors.

The terms & conditions of appointment of Independent Directors have also been posted on the website of the Company.

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and under clause 49 of the Listing Agreement.

Board Meetings

The Board meets at least once in every quarter to discuss and decide on business strategies/ policies and review the financial performance of the Company and its subsidiaries and other items on agenda. Additional meetings are held when necessary.

The notice of each Board Meeting is given in writing to each director. 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.

During the financial year ended 31st March 2015, five Board Meetings were held and the gap between two Board Meetings did  not exceed four months. The date on which the Board Meetings were held are as follows:  7th May 2014, 1st August 2014, 27th October 2014, 14th January 2015 and 30th March 2015

Post meeting follow up Mechanism

All the important decisions taken at the Board / Committee meeting 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.

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 at least once in a year without the presence of Executive Directors and Management Personnel. Such shall review 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.

One meeting of Independent Director was held during the year on 14th January 2015

Familiarisation Programme for Independent

Directors

At the time of appointing a Director, a formal letter of appointment is given, which inter-alia explains the role, functions, duties and responsibilities expected from the director of the Company. The Director is also explained in detail the compliance required from him under the Companies Act 2013, Clause 49 of the Listing Agreement and other relevant rules & regulations. The Chairman & Managing Director also has one to one discussion with the newly appointed director to familiarise him 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 business on and performance update of the Company.

The familiarisation programme has been uploaded on the website of the Company at <http://www.kajariaceramics.com/> FamiliarisationProgrammeforIndependentDirectors.pdf

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Board Committees. A structured questionnaire was prepared after circulating the draft forms, covering various aspects of the Board's functioning.

The performance evaluation of the Chairman & Managing Director and the non-Independent Directors was carried out by the Independent Directors. Performance evaluation of Independent Directors was carried out by the Board (excluding the Directors being evaluated). The Directors express their satisfaction with the evaluation process.

Audit Committee

During the year under review, the Audit Committee met four times i.e. 7th May 2014, 1st August 2014, 27th October 2014 and 14th January 2015

The Committee's composition meets the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Members of the committee possess sound knowledge of accounts, audit, banking, finance and internal controls.

Mr R C Rawat, Executive V P (A&T) & Company Secretary is the Secretary of the Audit Committee. The Chairman of the Audit Committee also attended the last Annual General Meeting of the Company held on 1st August 2014.

Terms of Reference of Audit Committee

The Terms of reference of Audit Committee as per Provisions of Companies Act, 2013 read with Clause 49 of the Listing Agreement inter alia includes the following:

a) Overseeing the Company's financial reporting process and

disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

b) Recommending to the Board, the appointment/ re-appointment, and if required, replacement or removal of the statutory auditors, fixation of audit fee and approving payments for any other service rendered by statutory auditors.

c) Discussion with the statutory auditors about the nature and scope of audit as well as post audit discussion to ascertain areas of concern, if any.

d) Recommending to the Board of Directors, the appointment / re-appointment of Cost Auditor of the Company.

e) Reviewing with the management, annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to :

i. Matter required to be included in the Directors Responsibility Statement to be included In the Board's Report in terms of Clause 134 (3) (c) of the Companies Act, 2013.

ii. Changes, if any, in accounting policies and practices and reasons of the same.

iii. Major accounting entries involving estimates based on exercise of judgement by management.

iv. Significant adjustments made in financial statements arising out of Audit.

v. Compliances with the listing and other legal requirements relating to financial statements.

vi. Disclosure of related party transactions.

vii. Qualification in draft audit report.

f) Reviewing with the management, the quarterly, half yearly and annual financial statements before submission to the Board.

g) Reviewing with the internal auditor and statutory auditors, the adequacy of internal controls and steps taken for strengthening the areas of weakness in internal controls.

h) Reviewing the adequacy of internal audit function in the Company and discussing the findings and follow up with the internal auditors.

i) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board.

j) Evaluation of internal control and risk management system

k) Reviewing with the management, the statements of uses/ application of funds raised through an issue.

l) Review and monitor the Auditor's independence and performance and effectiveness of audit process.

m) Approval or any subsequent modification of transaction of the Company with related parties.

n) Scrutiny of inter-corporate loans and investments

o) Looking into the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividend) and creditors.

p) Reviewing the Management discussion and analysis of financial condition and results of Operations.

q) Valuation of undertakings or assets of the Company, whenever it is necessary

r) Approval of Appointment of CFO after assessing the qualifications, experience and background etc. of the candidate.

s) Reviewing the functioning of the Whistle Blower mechanism.

t) Carrying out such other functions as mentioned in the terms of reference to the Audit Committee.

Nomination and Remuneration Committee

It comprises of four Directors. During the year under review, the Committee met two times on 14th January 2015 and 30th March 2015. The details of the meeting attended by the Directors are as follows:

The Chairman of the Nomination and Remuneration Committee was present in the last Annual General Meeting of the Company.

Terms of reference of the Committee, inter-alia, include:

1. Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance.

2. Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

3. Formulating the criteria for evaluation of Independent Directors and the Board.

4. Ensuring that—

(a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

(c) Remuneration to Directors, key managerial personnel and senior management (one level below the functional heads) involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

5. Devising a policy on Board diversity

6. Formulating the detailed terms and conditions of the ESOP schemes which shall include the provisions as specified by Board in this regard.

7. Framing suitable policies and procedures of ESOP to ensure that there is no violation of securities laws, as amended from time to time, including Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003 by the Company and its employees, as applicable

8. To approve the list of employees to whom the scheme is to be granted.

9. To determine the procedure for winding up of the scheme

Remuneration

A. Remuneration to Independent Directors

The Independent Directors are paid remuneration by way of sitting fees for each meeting of the Board and Committee of directors attended by them. The total amount of sitting fees paid during the financial year 2014-15 was \8.80 <file:///8.80> Lakhs. The Independent Directors do not have any pecuniary relationship or transactions with the Company. The criteria of making payment to non­executive directors is disclosed in the remuneration policy of the Company which is given as Annexure- VII to the Directors Report and is also disclosed on the website of the Company <http://www>. kajariaceramics.com/pdf/nomination_remuneration_policy.pdf

B. Remuneration to Executive Directors

The appointment and remuneration of Executive Directors including Chairman & Managing Director and Whole Time Directors is governed by the recommendations of the Nomination and Remuneration Committee, resolutions passed by the Board of Directors and shareholders of the Company. The remuneration package and terms and conditions of appointment of Chairman & Managing Director and Whole Time Directors are governed by the respective agreements executed between them and the Company. Their remuneration package comprises of salary, perquisites and commission, if any, as approved by the shareholders at the General Meetings

Presently the Company does not have a scheme for grant of stock options to its Directors. As per the contract entered into with the Executive Directors, there is a notice period of 3 months and there is no severance fee to be paid to the Directors.

Stakeholders' Relationship Committee

The Committee is responsible for the satisfactory redressal of investor's grievances and recommends measures for overall improvement in the quality of investors services. During the year,  the Committee met six times on 30th April 2014, 28th July 2014,

1st August 2014, 10th October 2014, 31st December 2014 and 30th March 2015. The details of the meetings attended by the Directors are as follows:

During the year 40 complaints were received. All the queries and complaints received during the financial year ended 31st March 2015 were duly addressed and no queries are pending for reply on that date except where the Registrar & Share Transfer Agent is  constrained by dispute or legal impediment or due to incomplete or non-submission of documents by the shareholders.

Terms of reference of the Committee, inter-alia, include:

1. Review, on periodic basis, status of grievances relating to transfer, transmission of shares, issue of duplicate shares.

2. Monitor expeditious redressal of investor's grievances

3. Review instances of non-receipt of Annual Report and declared dividend.

Corporate Social Responsibility Committee

Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Corporate Social Responsibility Committee has been constituted.

Terms of reference of the Committee, inter-alia, include:

(a) Formulate and recommend to the Board, a Corporate Social Responsibility policy which shall indicate the activities to be undertaken by the Company as per the provisions of the Companies Act, 2013 and rules made thereunder.

(b) Recommend the amount of expenditure to be incurred on the CSR activities and

(c) Monitor the Corporate Social Responsibility policy of the Company from time to time.

CSR Policy of the Company

In compliance with the provisions of Section 135 of the Companies Act, 2013 and rules made there under, the Company has framed a CSR Policy which is uploaded on the website of the Company i.e www.kajariaceramics.com

As a part of initiative of CSR drive, the Company has undertaken the project of building / renovation of sanitation facilities in the schools near the manufacturing facilities. The Company has also taken steps for preventive health care by organising the camps through various agencies / trusts, contributing to the education and social economic development of under privileged children and for slum area / rural area development.

These projects are in accordance with Schedule VII of the Companies Act, 2013

Details of CSR initiative taken by the Company during the year is specified in annexure-3 to the Directors Report.

Management Committee

The Company has a Management Committee of Board of Directors set up to inter-alia oversee routine operations that arise in the normal course of the business such as decision on banking relations, delegation of operational powers, appointment of nominees under various statutes etc. The Committee comprises of 4 Directors (including one Independent Director) of the Board. The Committee reports to the Board and the minutes of these meetings are placed before the Board for confirmation.

Ethics / Governance Policies

1. Code of Business Conduct and Ethics

In compliance with the Clause 49 of the Listing Agreement and the Companies Act, 2013, the Company has framed and adopted a Code of Business conduct and Ethics ('the code'). The Company has in place a comprehensive Code of Conduct applicable to all employees and Non-Executive Directors including independent Directors. The Code is applicable to Non-executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The code gives guidance and support needed for ethics conduct of business and compliance of laws. The Code reflects the values of the Company viz. Company value, Ownership Mind-set, Respect, Integrity, One team and excellence.

A copy of the Code has been put on the Company website <http://www.kajariaceramics.com/pdf/CodeofBusinessEthics>. pdf. The code has been circulated to Directors and management personnel.

All members of the Board, the Executive officers and senior financial officers have affirmed compliance to the Code as on 31st March, 2015.

A declaration signed by the Company's Chairman & Managing Director is published in this report.

2. Insider Trading Code

The Company has adopted the Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices in accordance with the Securities and Exchange Board of India (Insider Trading) Regulations, 2015 w.e.f 15th May 2015. The code is applicable to Promoters, Promoters Group, all Directors, Key Managerial Persons and such other designated employees who are expected to have access to unpublished Price Sensitive Information relating to the Company. The Company secretary is the Compliance officer for monitoring the adherence to the said regulations.

3. Policy on Material Subsidiary:

The Company has adopted a policy in Line with the requirements of the Listing Agreement. The objective of this policy is to lay down criteria for identification and dealing with material subsidiaries and to formulate a governance framework for subsidiaries of the Company. The policy on material subsidiaries is available on the website of the Company <http://> www.kajariaceramics.com/pdf/MaterialSubsidiaryPolicy- Kajaria.pdf

4. Policy on related party transactions

In line with requirement of the Companies Act, 2013 and Listing Agreement, your Company has formulated a policy on Related Party transactions. This policy is also available at Company's website at <http://www.kajariaceramics.com/pdf/> RelatedPartyTransactionPolicy.pdf. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. The policy specifically deals with the review and approval of material Related Party transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party transactions are placed before the Audit Committee for review and approval.

Disclosures

a) Compliance with the Governance Framework

The Company is in compliance with all the mandatory requirements of Clause 49 of the Listing Agreement.

b) Related Party Transactions:

There are no materially significant transactions with the related parties' viz. Promoters, Directors or the Management, their subsidiaries or relatives that had potential conflict with the Company's interest. Suitable disclosure as required by Accounting Standard (AS-18) has been made under note no. 42 of the annual accounts.

c) Details of non-compliance by the Company, penalties and strictures imposed on the Company by Stock Exchange or  SEBI or any Statutory Authority during last three years

The Company has complied with all the requirements of the Listing Agreements with the Stock Exchanges as well as regulations and guidelines of SEBI. No penalties have been imposed or stricture has been issued by SEBI, Stock Exchanges or any Statutory Authorities on matters relating to capital markets during the last three years.

c) Whistle Blower Policy

Pursuant to Section 177 (9) and (10) of Companies 2013 and clause 49 of the Listing Agreement, the Company has formulated Whistle Blower policy with vigil mechanism for Directors and employees to report to the management about the unethical behavior, fraud or violation of Company's Code of Conduct. The mechanism provides for adequate safeguards against victimisation of employees and Directors who use such mechanism and make provision for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company has been denied access to the Audit Committee. No complaint has been received during the year 2014-15.

The details of establishment of vigil mechanism have been disclosed by the Company on its website i.e. <http://www>. kajariaceramics.com/pdf/Whistle_Blowing_Policy.pdf and in the Board's report.

d) Details of Compliance with Non - Mandatory Requirements of Clause 49 of the Listing Agreement.

The status of compliance with non- mandatory requirements of clause 49 of the Listing Agreement is provided below:

i) The Board: The Company has appointed an executive chairman, being the promoter of the Company.

ii) Shareholders' Right: As the quarterly and half yearly performance are published in the newspapers and are also posted on the Company's website, the same are not being sent separately to each household of the shareholders.

iii) Audit Qualification : The Company's financial statement for the year 2015 does not contain any audit qualification

iv) Separate Posts of Chairman & CEO / Managing Director:

as per the Articles of Association of the Company and in accordance with the provisions of the Companies Act, 2013, the Company continues to appoint one person as Chairman & Managing Director of the Company.

v) Reporting of Internal Auditor: Independent Internal Auditor has been appointed and is reporting directly to the Audit Committee.

e) CEO / CFO Certificate

Chairman & Managing Director and CFO of the Company have given the "annual certification on the financial reporting and internal controls to the Board of Directors in accordance with Clause 49 of the Listing Agreement. The Chairman & Managing Director and CFO of the Company also give quarterly certification on financial results while placing the financial results before the Board in terms of clause 41 of the Listing Agreement. The Annual Certificate given by Chairman & Managing Director and CFO of the Company is published in this report.

Means of Communication

Quarterly, Half- Yearly & Annual Financial Results:

The quarterly, half yearly and annual financial results of the Company are sent to the Stock Exchange immediately through e-mail and their e-portal NSE NEAPS and BSE Listing Center after these have been approved by the Board. These are widely published in the Economic Times, The Financial Express / Business Standard (both English & Hindi), Jansatta.

These results are simultaneously posted on the website of the Company at www.kajariaceramics.com

Investor Release

The official press release and presentation made to institutional Investors / Analysts, if any, are sent to the stock exchanges and also available on the Company's website.

Financial Year : April 1 to March 31

Financial Calendar

First Quarter Results : 20th July 2015

Second Quarter/ Half Yearly Results  : 3rd week of October 2015

Third Quarter / Nine Months Results : 3rd week of January 2016

Fourth Quarter / Annual Results for the year :  1st week of May, 2016

General Share Holders Information

Notice relating to Annual General Meeting is sent to the members at the registered address.

Annual General Meeting (Financial Year 2014-15):

Date : 7th September 2015

Time 3.30 P.M

Venue Crown Plaza Today, Sector-29, National Highway-8, Gurgaon, Haryana - 122001

Dates of Book closure

27th August 2015 to 7th September 2015 (Both days inclusive)

Dividend

The Board of Directors at its meeting held on 29th April 2015 recommended a dividend of T4.00 per share subject to the approval of the shareholders at the ensuing Annual General Meeting, will be paid / dispatched within stipulated time.

Details of the dividend declared and paid by the Company for the last 5 years are as follows:

Unpaid / Unclaimed Dividend:

All the unpaid / unclaimed dividend upto the financial year 2006­07 have been transferred to Investor Education and Protection Fund (IEPF). No claims will lie against the Company or the Fund in respect of unclaimed amount so transferred.

The unclaimed dividend declared in respect of the financial year 2007-08 is due to be transferred to the investor education and protection fund.

Listing on Stock Exchanges:

• BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street,  Mumbai-400001.

• National Stock Exchange of India Ltd, "Exchange Plaza", Bandra-Kurla Complex, Bandra (E), Mumbai 400051

BSE/NSE listing fees for the financial year 2015-16 has been paid.

Stock Code : 500233 (BSE) / KAJARIACER (NSE) ISIN NO. : INE 217B01028

Registrar & Share Transfer Agent

The name of the share transfer agent of the Company has been changed from MCS Limited to MCS Share Transfer Agent Limited. The correspondence address of MCS Share Transfer Agent Limited is as follows:

MCS Share Transfer Agent Ltd  F- 65, Okhla Industrial Area, Phase- 1  New Delhi - 110020  Ph. No. : 91-11-41406149-52, Fax No.: 91-11-51709881

Share Transfer System

M/s MCS Share Transfer Agent Limited is the Registrar and Share Transfer Agents for handling the share registry work relating to shares held in physical and electronic form at single point. The applications and request received by Registrar and Share Transfer Agent for the transfer of shares held in physical form are processed and the share certificate for the same are sent to the transferee within the stipulated period. A Summary of all the transfers, transmissions, deletion requests etc. approved by the stakeholders relationship committee is placed before the Board of Directors from time to time.

Outstanding GDRs / ADRs / Warrants or other Convertible Instruments

The Company has not issued any GDR/ADR / Warrants or other convertible instruments during the FY 14-15.

Other Information

a) Corporate Identification Number (CIN ) -L26924HR1985PLC056150

b) Secretarial Audit for Share Capital Reconciliation -  As on 31st March 2015

Secretarial Audit for Share Capital Reconciliation is carried out at every quarter and the report thereon is submitted to the Stock Exchange and is also placed before the Board of Directors. The Audit Report inter-alia confirms that the total listed and paid up capital of the Company is an agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL) and in physical form

Plant Locations

The two plants of the Company are located at the following addresses:

• A-27 to 30, Industrial Area, Sikandrabad, Distt Bulandshahr  (U P)-203205.

• 19 Km Stone, Bhiwadi - Alwar Road, Village Gailpur, Distt Alwar (Rajasthan).

Subsidiary Company

The Company does not have any material non-listed subsidiary Company as defined in clause 49 of the Listing Agreement.

As on 31st March 2015, the Company has following subsidiary Companies which do not fall in the category of material non- listed Company:

i. Kajaria Bathware Private Limited Registered Office

J-1/B-1 (Extension), Mohan Cooperative Industrial Estate  Mathura Road, New Delhi 110044

ii. Soriso Ceramic Private Limited Registered Office

8-A, National Highway, Lakhdhipar Road, Morbi, Gujarat, 363642

iii. Jaxx Vitrified Private Limited Registered office

SN-72/P1 & 72/P2, Timbdi, Morbi  Gujarat - 363642

iv. Vennar Ceramics Limited Registered Office

Plot No. 153, Sitha, Nilayam,  Dwarakapuri Colony, Panjagutta, Hyderabad 500082

v. Cosa Ceramics Private Limited Registered Office

Lakhdhirpar Road,Nr GSPC Gas Terminal, Morbi, Gujarat- 363 642

vi. Taurus Tiles Private Limited Registered Office

S.No. 466P1, Opp. Kajaria Sanitaryware, Tal. Morbi, District Morbi, Jashmathgarh, Gujarat -363641

vii. Kajaria Ceramics Kazakhstan LLP (WOS Abroad) Registered Office

Office, 403,188, Dostyk Avenue, Almaty City  Republic of Kazakhstan, 050051

Address for Correspondence Registered Office:

Kajaria Ceramics Ltd  SF-11, Second floor, JMD Regent Plaza, Mehrauli-Gurgaon Road, Village Sikanderpur Ghosi, Gurgaon, Haryana-122001 Telephone: 0124 - 4081281

Corporate Office:

Kajaria Ceramics Ltd  J-1/B-1 (Extn), Mohan Co-operative Industrial Estate  Mathura Road, New Delhi-110044  Phone: 91-11-26946409 Fax: 91-11- 26946407

Email for Investors

The Company has designated investors@kajariaceramics.com  as email address for investors' grievance(s).

Certificate related to code of conduct to Directors/ Senior Management

In accordance with clause 49 of the Listing Agreement with Stock Exchange, I hereby declare that all Directors and senior management personnel have confirmed the compliance with the code of conduct as adopted by the Company.

For and on behalf of the Board.

Ashok Kajaria

Chairman & Managing Director

DIN: 00273877

Date: 29th July 2015

Place: New Delhi