26 Atul Ltd | Annual Report 2022-23 Corporate Overview Statutory Reports Financial Statements Atul Ltd | Annual Report 2022-23 Atul Ltd Atul House G I Patel Marg Ahmedabad 380 014, Gujarat India Atul Ltd | Annual Report 2022-23 Reconnect | Reimagine | Regrow 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) Work level 18. Analysis of remuneration The information required pursuant to Sections 134 (3)(q) and 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms a 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 particulars of employees, which are available for inspection by the members. 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 covering the performance of the two reporting segments, namely, LSC and POC, is given on page number 39. 20. Corporate Governance Report 20.1. Declaration by the Independent Directors The Independent Directors have given declarations under Section 149(6) of the Act. 20.2. Report The Corporate Governance Report along with the certificate from the Practicing Company Secretary regarding the 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 on page number 46. Details about the number of meetings of the Board held during 2022-23 are given on page number 51. The composition of the Audit Committee is given on page number 54. All the recommendations given by the Audit Committee were accepted by the Board. 20.3. Whistleblowing Policy The Board, on the recommendation of the Audit Committee, had approved a vigil mechanism (Whistleblowing 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 www.atul.co.in/investors/policies No person 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 2022-23. 20.5. Prevention, prohibition and redressal of sexual harassment Details required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder are given on page number 59. 21. Business Responsibility and Sustainability Report As per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report is given on page number 66. 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 displayed on the website of the Company at www.atul.co.in/investors/policies 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 (Sunil Lalbhai) Mumbai Chairman and Managing Director April 28, 2023 DIN: 00045590
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