Atul Ltd 2010-11

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 will endeavour to continuously improve its Corporate Governance performance with a view to earn trust and respect of all its Stakeholders. The Board of Directors 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 of Directors 2.1 Board Business The normal business of the Board comprises: 2.1.01 Approving capital expenditures and operating budgets 2.1.02 Approving proposals for joint ventures, collaborations, mergers and acquisitions 2.1.03 Approving loans and investments 2.1.04 Reviewing foreign exchange exposure and exchange rate movement, if material 2.1.05 Approving sale of investments and assets 2.1.06 Approving borrowings in nature of short, medium or long-term 2.1.07 Approving creation of charge on assets in favour of lenders 2.1.08 Approving unaudited quarterly and half-yearly financial results and audited annual accounts, both consolidated and on a standalone basis including segment-wise revenues, results and capital employed 2.1.09 Reviewing fatal or serious accidents, dangerous occurrences and material environmental matters 2.1.10 Reviewing default in payment of statutory dues 2.1.11 Approving commission payable to the Directors within the limit set by the Shareholders 2.1.12 Recommending | approving declaration of dividend 2.1.13 Noting minutes of the meetings of the Board, Audit, Shareholders’ and Investors’ Grievance Committees or any other Committee meetings held during the year and also the resolution(s) passed by circulation 2.1.14 Approving cost audit reports 2.1.15 Recommending appointment of the Statutory Auditors and the Cost Auditors 2.1.16 Reviewing materially important show cause, demand, prosecution and penalty notices 2.1.17 Approving contracts in which Director(s) are deemed to be interested 2.1.18 Approving matters requiring statutory | Board consent 2.1.19 Reviewing status on compliance of regulatory | statutory and listing requirements 2.1.20 Noting general notices of interest of the Directors 2.2 Appointment and Tenure 2|3 rd of the Directors are rotational Directors. 1|3 rd of rotational Directors retire in every Annual General Meeting (AGM) and, if eligible, offer themselves for reappointment. The Chairman & Managing Director, the Managing Director and the Whole time Director are appointed by the Members for a period of five years. 2.3 Composition, Name, Other Directorships | Committee Memberships The Board comprises of experts drawn from diverse fields | professions. At this time, it consists of eleven Members (including one Alternate Director), comprising eight Non-executive Directors, two Promoter Directors and one Whole time Director. Independent Directors account for 73% of the strength of the Board, as against minimum requirement of 50% as per the Listing Agreement. The Non-executive Directors are eminent professionals, drawn from amongst persons with experience in business, industry, finance and law. 32 | 33