Atul Ltd 2018-19

ii) Mr M M Chitale was reappointed as an Independent Director effective October 17, ǨǦǧǯ ljūƑ î ƙĚČūŠē ƥĚƑŞ ūlj ǛǄĚ ČūŠƙĚČƭƥĿǄĚ years. iii) Mr B N Mohanan was reappointed as a Whole-time Director effective January 01, 2020 for a period of three years. iv) Ms S A Panse was reappointed as an Independent Director effective March 27, ǨǦǨǦ ljūƑ î ƙĚČūŠē ƥĚƑŞ ūlj ǛǄĚ ČūŠƙĚČƭƥĿǄĚ years. v) Mr B R Arora was reappointed as an Independent Director effective April 01, 2020 ljūƑ î ƙĚČūŠē ƥĚƑŞ ūlj ǛǄĚ ČūŠƙĚČƭƥĿǄĚ ǋĚîƑƙȦ 16.1.3 Dr S S Baijal and Mr H S Shah ceased to be Independent Directors of the Company effective qîƑČĺ ǩǧȡ ǨǦǧǯ ūŠ ĚǊƎĿƑǋ ūlj ƥĺĚĿƑ ƥĚƑŞȦ ¹ĺĚ Board places on record its deep appreciation for their immense contribution through sustained involvement, critical analysis and valuable guidance. 16.2 Policy on appointment and remuneration is displayed on the website of the Company at https://www.atul.co.in/investors/policies The salient features of the Policy are as under: 16.2.1 Appointment While recommending appointment of the Directors, the Nomination and Remuneration Committee considers the following factors: Ŀȴ £ƭîŕĿǛČîƥĿūŠȠ ǅĚŕŕȹĚēƭČîƥĚē îŠē ĚǊƎĚƑĿĚŠČĚē in senior leadership positions in industry | profession ii) Traits: positive attributes and qualities iii) Independence: criteria prescribed in Section 149(6) of the Companies Act, 2013 for the Independent Directors, including no pecuniary ĿŠƥĚƑĚƙƥ îŠē ČūŠǜĿČƥ ūlj ĿŠƥĚƑĚƙƥ ǧǬȦǨȦǨ ¤ĚŞƭŠĚƑîƥĿūŠ ūlj ƥĺĚ sūŠȹĚǊĚČƭƥĿǄĚ 'ĿƑĚČƥūƑƙ i) Sitting fees: up to ` 35,000 for attending a Board, Committee and any other meeting ĿĿȴ ūŞŞĿƙƙĿūŠȠ ƭƎ ƥū ǧɼ ūlj ŠĚƥ ƎƑūǛƥ îƙ Şîǋ ċĚ decided by the Board based on the following factors: a. Membership of Committee(s) ċȦ ¡ƑūǛƥ c. Attendance d. Category (Independent or Non-independent ) ǧǬȦǨȦǩ ¤ĚŞƭŠĚƑîƥĿūŠ ūlj ƥĺĚ /ǊĚČƭƥĿǄĚ 'ĿƑĚČƥūƑƙ This is given under para number 17.2. 16.3 Criteria and method of annual evaluation 16.3.1 The criteria for evaluation of performance of a) ƥĺĚ sūŠȹĿŠēĚƎĚŠēĚŠƥ 'ĿƑĚČƥūƑƙ ȳ/ǊĚČƭƥĿǄĚȴ ċȴ ƥĺĚ sūŠȹĿŠēĚƎĚŠēĚŠƥ 'ĿƑĚČƥūƑƙ ȳsūŠȹĚǊĚČƭƥĿǄĚȴ Čȴ the Independent Directors d) the Chairman e) the Committees of the Board and f) the Board as a whole are summarised in the table at the end of the Directors’ Report at page number 28. 16.3.2 The Independent Directors have carried out annual: i) review of performance of the Non-independent 'ĿƑĚČƥūƑƙ ȶ /ǊĚČƭƥĿǄĚȡ ii) review of performance of the Non-independent 'ĿƑĚČƥūƑ ȶ sūŠȹĚǊĚČƭƥĿǄĚȡ iii) review of performance of the Chairman, iv) assessment of quality, quantity and timeliness ūlj ƥĺĚ ǜūǅ ūlj ĿŠljūƑŞîƥĿūŠ ƥū ƥĺĚ ūîƑēȡ v) review of performance of the Board as a whole. 16.3.3 The Board has carried out annual evaluation of performance of: i) its Committees namely Audit, Nomination and Remuneration, Stakeholders Relationship, CorporateSocial Responsibilityand Investment, ii) the Independent Directors. The templates for the above purposewere circulated in advance for feedback of the Directors. 16.4 Familiarisation programs for the Independent Directors The Company has Familiarisation programs for its Independent Directors. It comprises, amongst others, presentations by and discussions with the Senior Management on the nature of the industries in which it operates, its vision and strategy, its organisation structure and relevant regulatory changes. A visit is organised to one or more of its manufacturing sites. Details of the Familiarisation programs are also available at https://www.atul.co.in/ about/directors/ Corporate Overview 01-22 Statutory Reports 23-105 Financial Statements 107-250 26 Atul Ltd | Annual Report 2018-19