Atul Ltd 2014-15

Atul Ltd | Annual Report 2014-15 manufacturing sites. Details of the program are also available at http://www.atul.co.in/investors/pdf/ Familiarisation%20programme.pdf. 17. K ey Managerial Personnel and other employees 17.1 Appointments and cessations of the Key Managerial Personnel Mr T R Gopi Kannan ceased to be the Company Secretary effective October 17, 2014. Mr Gopi Kannan continues to be the Chief Financial Officer of the Company. Mr L P Patni was appointed as the Company Secretary effective October 17, 2014. 17.2 Remuneration The Remuneration Policy of the Key Managerial Personnel and other employees is as under: 17.2.1 Components: i) Fixed pay a) Basic salary b) Allowances c) Perquisites d) Retirals ii) Variable pay 17.2.2 Factors for determining and changing fixed pay i) Existing compensation ii) Education iii) Experience iv) Salary bands v) Performance vi) Market benchmark 17.2.3 Factors for determining and changing variable pay i) Company performance ii) Business performance iii) Individual performance iv) Grade 18. Analysis of remuneration A table containing information in accordance with the provisions of Sections 134 (3)(q) and 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is placed at page number 45. The information required pursuant to Sections 134 (3)(q) and 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of this Report. However, as per the provisions of Sections 134 and 136 of the Act, the Report and the Accounts are being sent to the Members and others entitled thereto excluding the information on employees’ particulars which are available for inspection by the Members at the registered office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Any Member interested in obtaining a copy of such statement may write to the Company Secretary at the registered office of the Company. 19. Management Discussion and Analysis The Management Discussion and Analysis Report covering performance of the two reporting segments, namely, LSC and POC, is given at page number 47. 20. Corporate Governance 20.1 Statement of declaration given by the Independent Directors The Independent Directors have given declarations under Section 149 (6) of the Companies Act, 2013. 20.2 Report The Corporate Governance Report along with the certificate from the Statutory Auditors regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreements is given at page number 54. Details about the number of meetings of the Board held during 2014-15 are given at page number 57. The composition of the Audit Committee is given at page number 60. All the recommendations given by the Audit Committee were accepted by the Board. 20.3 Whistle-blowing Policy The Board, on the recommendation of the Audit Committee, had approved a vigil mechanism (Whistle- blowing Policy). The policy provides an independent mechanism for reporting and resolving complaints pertaining to unethical behavior, actual or suspected fraud and violation of the Code of Conduct of the Company and is displayed on the website (of the Company) at http://www.atul.co.in/investors/pdf/ Whistle_blowing_Policy.pdf. 21. Acknowledgements The Board expresses its sincere thanks to all the employees, customers, suppliers, investors, lenders, regulatory and Government authorities and Stock Exchanges for their support. For and on behalf of the Board of Directors Mumbai (Sunil Siddharth Lalbhai) April 30, 2015 Chairman and Managing Director Table Evaluation of Evaluation by Criteria Non-independent Director (Executive) Independent Directors Transparency, Leadership (business and people), Governance and Communication Non-independent Director (Non-executive) Independent Directors Preparedness, Participation, Value addition, Governance and Communication Independent Director All other Board Members Preparedness, Participation, Value addition, Governance and Communication Chairman Independent Directors Meeting dynamics, Leadership (business and people), Governance and Communication Committees Board Members Composition, Process and Dynamics Board as a whole Independent Directors Composition, Process and Dynamics