c) P roper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) The attached annual accounts for the year ended on March 31, 2025, were prepared on a going concern basis. e) Adequate internal financial controls to be followed by the Company were laid down, and they were adequate and operating effectively. f) Proper systems were devised to ensure compliance with the provisions of all applicable laws and the same were adequate and operating effectively. 16. Directors 16.1 Retirement | Reappointment | Appointment a) Retirement M r Mukund Chitale, Ms Shubhalakshmi Panse and Mr Baldev Arora, Independent Directors completed their respective second terms as Independent Directors and accordingly, ceased to be Directors during the year. T he Board places on record its deep appreciation for their valuable contribution through sustained involvement, critical analysis and insightful guidance. b) Reappointment A ccording to Article 86 of the Articles of Association of the Company, Mr Gopi Kannan Thirukonda retires by rotation and being eligible, offers himself for reappointment at the ensuing AGM. c) Appointment M s Padmaja Chunduru was appointed as an Independent Director for a period of five years and Mr Vivek Gadre was appointed as a Whole-time Director for a period of three years, effective January 24, 2025. In the opinion of the Board, Ms Padmaja Chunduru, Independent Director, fulfils requisite conditions as per applicable laws and is independent of the management of the Company. 16.2 Policy on appointment and remuneration The policy is displayed on the website of the Company at www.atul.co.in/investors/policies The salient features of the Policy are as under: 16.2.1 Appointment While recommending the appointment of Directors, the Nomination and Remuneration Committee considers the following factors: a) Qualification: well-educated and experienced in senior leadership positions within the industry b) Trait: positive attributes and qualities c) I ndependence: criteria prescribed in the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Regulations), for the Independent Directors, including no pecuniary interest and conflict of interest 16.2.2 Remuneration of the Non-executive Directors a) Sitting fees: up to ` 50,000 for attending a Board, Committee and any other meeting b) Commission: up to 1% of net profit as may be decided by the Board based on i) Membership of committee(s) ii) Profit iii) Attendance iv) Category (Independent or Non-executive) 16.2.3 Remuneration of the Executive Directors This is given under paragraph number 17.2. 16.3 Criteria and method of the annual evaluation 16.3.1 The criteria for evaluation of the performance of a) the Executive Directors, b) the Non-executive Directors (other than Independent Directors), c) 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 on page number 53. 16.3.2 The Independent Directors have carried out annual: a) review of the performance of the Executive Directors b) review of the performance of the Chairman and assessment of quality, quantity and timelines of the flow of information to the Board c) review of the performance of the Board as a whole 16.3.3 The Board has carried out an annual evaluation of the performance of: a) its committees, namely, Audit, Corporate Social Responsibility, Investment, Nomination and Remuneration, Risk Management and Stakeholders Relationship b) the Independent Directors The templates for the above purpose were circulated in advance for feedback from the Directors. Corporate overview Performance overview 51 ESG overview Statutory Reports Financial Statements 51 51
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