Atul Ltd 2009-10

42 / Atul Ltd | Annual Report 2009-10 3.4. Remuneration Committee 3.4.1. Role i) The Remuneration Committee will determine, on behalf of the Board and on behalf of the Members, policy of the Company, on specific remuneration packages for Managing Directors and Executive Directors, including pension rights and any compensation payment. The Committee will also determine the remuneration packages of the Executive Directors. ii) Remuneration policy: The Remuneration Committee determines the remuneration of the Executive Directors based on individual performance, qualifications, experience, Company performance and comparable industry practices, among others. 3.4.2. Composition The Committee comprises of three Members. All the Members are Non-executive and Independent Directors. Number Name Designation 1 Mr H S Shah Chairman 2 Mr G S Patel Member 3 Dr S S Baijal Member 3.4.3. Meetings and Attendance During the year one meeting was held: Number Name Total Attended 1 Mr H S Shah 1 1 2 Mr G S Patel 1 1 3 Dr S S Baijal 1 0 The Board of Directors notes the minutes of the Remuneration Committee meetings. 4. Subsidiary Companies As on March 31, 2010, the Company had one wholly-owned non-material Indian unlisted subsidiary company, namely Ameer Trading Corporation Ltd, and another Indian unlisted joint venture subsidiary company namely Atul Rajasthan Date Palms Ltd. The financial statements were reviewed by the Audit Committee | Board. All minutes of the meetings of all the subsidiary companies are placed before the Board of the Company. 5. Company Policies 5.1. Compliance Compliance certificates confirming the due compliance with the statutory requirements are placed at the Board Meeting for review by the Directors. A system of ensuring material compliance with the laws, orders, regulations and other legal requirements concerning the business and affairs of the Company is in place. Instances of non- compliance, if any, are also separately reported to the Board and subsequently rectified. 5.2. Code of Conduct At the Board Meeting, held on March 18, 2005, the Board of Directors approved the Code of Conduct applicable 43