Atul Ltd 2014-15

55 1. Philosophy Transparency and accountability are the two basic tenets of Corporate Governance. Atul is proud to belong to a Group whose Founder lived his life with eternal Values and built the business enterprises on the foundation of good governance. The Company is committed to conducting business the right way which means taking decisions and acting in a way that is ethical and in compliance with the applicable legal requirements. It endeavours to continuously improve its Corporate Governance performance with a view to earn trust and respect of all its Stakeholders. The Board of Directors (Board) is responsible for and is committed to good Corporate Governance and plays a critical role in overseeing how the Management serves the short and long-term interests of the Shareholders and other Stakeholders. 2. Board 2.1 Board business The normal business of the Board comprises: 2.1.01 Approving i) appointment of the Cost Auditors ii) short, medium or long-term borrowings iii) capital expenditure and operating budgets iv) commission payable to the Directors within the limit set by the Shareholders v) contracts in which the Director(s) are deemed to be interested vi) cost audit reports vii) creation of charge on assets in favour of lenders viii) declaration of interim dividend ix) joint ventures, collaborations, mergers and acquisitions x) loans and investments xi) matters requiring statutory | the Board consent xii) sale of investments and assets xiii) unaudited quarterly financial results and audited annual accounts, both consolidated and on a standalone basis including segment revenue, results and capital employed 2.1.02 Monitoring i) potential conflicts of interest of the Management, the Board Members and the Shareholders, including misuse of corporate assets and abuse in Related Party Transactions ii) implementation of performance objectives and corporate performance iii) effectiveness of the governance practices and making desirable changes iv) the Board nomination process such that it is transparent and results in diversity of experience, gender, knowledge, perspective and thoughts in the Board v) the Management and providing strategic guidance while ensuring that encouraging positive thinking does not result in over-optimism that either leads to significant risks not being recognised or exposes the Company to excessive risk 2.1.03 Noting i) general notices of interest of the Directors ii) minutes of the meetings of the Board and its Committees and also the Resolution(s) passed by circulation 2.1.04 Recommending i) appointment of the Statutory Auditors ii) declaration of final dividend 2.1.05 Reviewing i) corporate strategy, major plans of action, Risk Policy, annual budgets and business plans ii) default in payment of statutory dues iii) fatal or serious accidents, dangerous occurrences and material environmental matters iv) foreign exchange exposure and exchange rate movement, if material v) the integrity of the accounting and financial reporting systems, and that appropriate systems of control are in place, in particular, systems for Risk Management, financial and operational control, and compliance with the law and relevant standards