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Atul Ltd | Annual Report 2017-18
1.
Philosophy
Transparency and accountability are the 2 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) short, medium or long-term borrowings
iii) capital expenditure and operating budgets
iv) commission payable to the Directors within the limit set by the Shareholders
v) contracts in which the Director(s) are deemed to be interested
vi) cost audit reports
vii) creation of charge on assets in favour of lenders
viii) declaration of interim dividend
ix) joint ventures, collaborations, mergers and acquisitions
x) loans and investments
xi) matters requiring statutory | Board consent
xii) sale of investments and assets
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)
potential conflicts of interest of the Management, the Board Members and the Shareholders, including misuse of
corporate assets and abuse in Related Party Transactions
ii) implementation of performance objectives and corporate performance
iii) effectiveness of the governance practices and making desirable changes
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
2.1.4 Recommending:
i)
appointment of the Statutory Auditors
ii) final dividend
2.1.5 Reviewing:
i)
corporate strategy, major plans of action, Risk Policy, annual budgets and business plans
ii) default in payment of statutory dues
iii) fatal or serious accidents, dangerous occurrences and material environmental matters
iv) foreign exchange exposure and exchange rate movement, if material
v) the integrity of the accounting and financial reporting systems, and that appropriate systems of control are in
place, in particular, systems for Risk Management, financial and operational control, and compliance with the law
and relevant standards