Atul Ltd 2010-11

2.6 Appointment | cessation during the year • Appointed: Mr V S Rangan with effect from July 19, 2010. • Resigned: Nil • Ceased: Nil 2.7 Remuneration Number Name Remuneration during the year Sitting fees ` Salary and perquisites ` Commission ` Total ` Chairman & Managing Director 1 Mr S S Lalbhai – 70,88,963 93,57,672 1,64,46,635 Managing Director 2 Mr S A Lalbhai – 45,15,749 39,58,866 84,74,615 Whole time Director 3 Mr B N Mohanan – 62,33,221 – 62,33,221 Independent Directors 4 Mr G S Patel 3,10,000 – 10,50,000 13,60,000 5 Dr S S Baijal 2,80,000 – 8,40,000 11,20,000 6 Mr B S Mehta 3,60,000 – 10,80,000 14,40,000 7 Mr H S Shah 1,00,000 – 3,00,000 4,00,000 8 Mr S M Datta 1,80,000 – 6,00,000 7,80,000 9 Dr K Aparajithan – – – – 10 Mr R A Shah (Alternate Director to Dr K Aparajithan) 2,00,000 – 6,00,000 8,00,000 11 Mr V S Rangan 2,00,000 – 6,00,000 8,00,000 Sitting fees constitute fees paid to Non-executive Directors for attending the Board and Committee meetings of up to ` 20,000 per meeting. Commission to Non-executive Directors was approved by the Members of the Company at the AGM held on August 25, 2008 for a period of five years effective from April 1, 2008 up to 1% of the net profits of the Company. The Board approves, within the aforesaid limit, commission payable to each Non-executive Director. 3. Committees of the Board The Board has constituted the following Committees: Audit Committee Share Transfer and Shareholders’ | Investors’ Grievance Committee Investment Committee Remuneration Committee 3.1 Audit Committee 3.1.1 Role i) Overseeing the financial reporting process and the disclosure of financial information to ensure that the financial statements are correct, sufficient and credible ii) Recommending appointment and removal of the Statutory Auditors and fixation of audit fees, and approval of payment for any other services iii) Reviewing matters under the Directors’ Responsibility Statement to be included in the Directors’ Report in terms of Clause (2AA) of Section 217 of the Companies Act, 1956 34 | 35

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