Atul Ltd 2009-10

38 / Atul Ltd | Annual Report 2009-10 Commission to Non-executive Directors was approved by the Members of the Company at the AGM held on August 25, 2008 for a period of five years effective from April 1, 2008 up to 1% of the net profits of the Company. Within the aforesaid limit, the Board approves the commission payable to each Non-executive Director. 3. Committees of the Board The Board has following Committees: Audit Committee Share Transfer and Shareholders’ | Investors’ Grievance Committee Investment Committee Remuneration Committee 3.1. Audit Committee 3.1.1. Role i) Overseeing of the financial reporting process of the Company and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible ii) Recommending the appointment and removal of the external auditor, fixation of audit fee and also approval for payment for any other services iii) Reviewing matters under the Directors’ Responsibility Statement to be included in the Board’s Report in terms of Clause (2AA) of Section 217 of the Companies Act, 1956 iv) Mandatory reviewing of the following information Management Discussion and Analysis of financial condition and results of operations Statement of significant related party transactions (as defined by the Audit Committee), submitted by the Management Internal audit reports relating to weaknesses in internal control Appointment, removal and terms of remuneration of the Chief Internal Auditor v) Reviewing quarterly | annual financial statements with the Management before submission to the Board, focusing primarily on Any changes in accounting policies and practices Major accounting entries based on exercise of judgment by the Management Qualifications in the draft audit report Significant adjustments arising out of audit Going concern assumption Compliance with accounting standards Compliance with stock exchange and legal requirements concerning financial statements Any related party transactions i.e. transactions of the Company of material nature, with promoters or the Management, their subsidiary companies and relatives, among others, that may have potential conflict with the interest of the Company at large vi) Reviewing with the Management, external and internal Auditors, the adequacy of internal control systems vii) Reviewing adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit viii) Discussing with internal Auditors on any significant findings and follow up thereon 39