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 programmes are also available at www.atul.co.in/about/directors/ 17. Key Managerial Personnel and other employees 17.1 Appointments and cessations of the Key Managerial Personnel Mr Vivek Gadre was appointed as a Whole-time Director for a period of three years effective January 24, 2025. There were no other changes in the Key Managerial Personnel during 2024-25. 17.2 Remuneration The Remuneration Policy related to the Key Managerial Personnel and other employees consists of the following: 17.2.1 Components: a) Fixed pay i) Basic salary ii) Allowances iii) Perquisites iv) Retirals b) Variable pay 17.2.2 Factors for determining and changing fixed pay: a) Existing compensation b) Education c) Experience d) Salary bands e) Performance f) Market benchmark 17.2.3 Factors for determining and changing variable pay: a) Company performance b) Business performance c) Individual performance d) 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 66. 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 T he 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 Regulations, is given on page number 73. Details about the number of meetings of the Board held during 2024-25, are given on page number 78. The composition of the Audit Committee is given on page number 81. All the recommendations given by the Audit Committee were accepted by the Board. 20.3 Whistleblower Policy The Board, on the recommendation of the Audit Committee, had approved a vigil mechanism (Whistleblower Policy). The Policy provides an independent mechanism for reporting and resolving complaints about 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 2024-25. 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 86. 52 Integrated Annual Report 2024-25 52
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