Atul Ltd 2018-19

17. Key Managerial Personnel and other employees 17.1 Appointments and cessations of the Key Managerial Personnel There were no appointments | cessations of the Key Managerial Personnel during 2018-19. 17.2 Remuneration The Remuneration Policy of the Key Managerial Personnel and other employees consists the following: 17.2.1 Components: Ŀȴ GĿǊĚē Ǝîǋ a. Basic salary b. Allowances c. Perquisites d. Retirals ii) Variable pay ǧǭȦǨȦǨ GîČƥūƑƙ ljūƑ ēĚƥĚƑŞĿŠĿŠij îŠē ČĺîŠijĿŠij ǛǊĚē ƎîǋȠ Ŀȴ /ǊĿƙƥĿŠij ČūŞƎĚŠƙîƥĿūŠ ii) Education ĿĿĿȴ /ǊƎĚƑĿĚŠČĚ 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 ūƥĺĚƑƙ ĚŠƥĿƥŕĚē ƥĺĚƑĚƥū ĚǊČŕƭēĿŠij ƥĺĚ ĿŠljūƑŞîƥĿūŠ on employees’ particulars which are available for ĿŠƙƎĚČƥĿūŠ ċǋ ƥĺĚ qĚŞċĚƑƙ îƥ ƥĺĚ ƑĚijĿƙƥĚƑĚē ūljǛČĚ 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 ƥĺĚ ƑĚijĿƙƥĚƑĚē ūljǛČĚ ūlj ƥĺĚ ūŞƎîŠǋȦ 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 56. 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 ČĚƑƥĿǛČîƥĚ ljƑūŞ ƥĺĚ ¡ƑîČƥĿČĿŠij ūŞƎîŠǋ ¬ĚČƑĚƥîƑǋ regarding compliance of the conditions of Corporate Governance pursuant to Regulation 34(3) read ǅĿƥĺ ¬ČĺĚēƭŕĚ × ūlj ƥĺĚ ¬ĚČƭƑĿƥĿĚƙ îŠē /ǊČĺîŠijĚ Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given at page number 62. Details about the number of meetings of the Board held during 2018-19 are given at page number 68. The composition of the Audit Committee is given at page number 71. 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 2018-19. ǨǦȦǫ ¡ƑĚǄĚŠƥĿūŠȡ ƎƑūĺĿċĿƥĿūŠ îŠē ƑĚēƑĚƙƙîŕ ūlj ƙĚǊƭîŕ harassment 'ĚƥîĿŕƙ ƑĚƐƭĿƑĚē ƭŠēĚƑ ƥĺĚ ¬ĚǊƭîŕ OîƑîƙƙŞĚŠƥ ūlj Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder are given at page number 75. 27 Directors’ Report