52 Atul Ltd | Annual Report 2021-22 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: 2.1.1. Approving: i) appointment of the Cost Auditors ii) capital expenditure and operating budgets iii) commission payable to the Directors within the limit set by the shareholders iv) contracts in which the Director(s) are deemed to be interested v) cost audit reports vi) creation of charge on assets in favour of lenders vii) declaration of interim dividend viii) joint ventures, collaborations, mergers and acquisitions ix) loans and investments x) matters requiring statutory | Board consent xi) sale of investments and assets xii) short, medium or long-term borrowings xiii) unaudited quarterly financial results and audited annual accounts, both consolidated and on a standalone basis, including segment revenue, results and capital employed 2.1.2. Monitoring: i) effectiveness of the governance practices and making desirable changes ii) implementation of performance objectives and corporate performance iii) potential conflicts of interest of the Management, the Board Members and the shareholders, including misuse of corporate assets and abuse in related party transactions 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 2.1.3. 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
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