Atul Ltd 2017-18

Atul Ltd | Annual Report 2017-18 17.2 Remuneration The Remuneration Policy of the Key Managerial Personnel and other employees consists the following: 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) Business performance ii) Individual performance iii) Grade 18. Analysis of remuneration The information required pursuant to Sections 134 (3)(q) and 197 (12) of the Companies Act, 2013 read with Rule 5 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 2 reporting Segments, namely, LSC and POC, is given at page number 46. 20. Corporate Governance Report 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 Practicing Company Secretary regarding compliance of the conditions of Corporate Governance pursuant to Regulation 34 (3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given at page number 53. Details about the number of meetings of the Board held during 2017-18 are given at page number 56. The composition of the Audit Committee is given at page number 59. 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 behaviour, actual or suspected fraud and violation of the Code of Conduct of the Company and is displayed on the website (of the Company) at https://www.atul.co.in/ investors/policies No personnel has been denied access to the Audit Committee. 20.4 Secretarial Standards Secretarial Standards as applicable to the Company were followed and complied with during 2017-18. 21. Business Responsibility Report As per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report is given at page number 68. 22. Dividend Distribution Policy As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy is given at page number 74. 23. Acknowledgements The Board expresses its sincere thanks to all the employees, customers, suppliers, lenders, regulatory and Government authorities, Stock Exchanges and investors for their support. For and on behalf of the Board of Directors Mumbai (Sunil Siddharth Lalbhai) June 01, 2018 Chairman and Managing Director Table Evaluation of Evaluation by Criteria Non-independent Director (Executive) Independent Directors Qualification, Experience, Availability and attendance, Integrity, Commitment, Governance, Transparency, Communication, Business leadership, People leadership, Investor relations Non-independent Director (Non-executive) Independent Directors Qualification, Experience, Availability and attendance, Integrity, Commitment, Governance, Independence, Communication, Preparedness, Participation and Value addition Independent Director All other Board Members Qualification, Experience, Availability and attendance, Integrity, Commitment, Governance, Independence, Communication, Preparedness, Participation and Value addition Chairman Independent Directors Qualification, Experience, Availability and attendance, Integrity, Commitment, Governance, Impartiality, Communication, Business leadership, People leadership and Meeting conduct Committees Board Members Composition, Process and Dynamics Board as a whole Independent Directors Composition, Process and Dynamics