Atul Ltd 2012-13

33 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 WKH ULJKW ZD\ ZKLFK PHDQV WDNLQJ GHFLVLRQV DQG 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 DOO LWV 6WDNHKROGHUV 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 DQG RWKHU 6WDNHKROGHUV 2. Board of Directors 2.1 Board Business The normal business of the Board comprises: $SSURYLQJ FDSLWDO H[SHQGLWXUH DQG RSHUDWLQJ EXGJHWV $SSURYLQJ MRLQW YHQWXUHV FROODERUDWLRQV PHUJHUV DQG acquisitions 2.1.03 Approving loans and investments 2.1.04 Approving sale of investments and assets 2.1.05 Approving borrowings in nature of short, medium or long-term 2.1.06 Approving creation of charge on assets in favour of lenders 2.1.07 Approving commission payable to the Directors within the limit set by the Shareholders $SSURYLQJ FRQWUDFWV LQ ZKLFK 'LUHFWRU V DUH GHHPHG to be interested 2.1.09 Approving appointment of the Cost Auditors 2.1.10 Approving cost audit reports 2.1.11 Approving declaration of interim dividend $SSURYLQJ XQDXGLWHG TXDUWHUO\ ÀQDQFLDO UHVXOWV DQG audited annual accounts, both consolidated and on a standalone basis including segment-wise revenues, results and capital employed 2.1.13 Approving matters requiring statutory Board consent 5HYLHZLQJ IRUHLJQ H[FKDQJH H[SRVXUH DQG H[FKDQJH rate movement, if material 2.1.15 Reviewing fatal or serious accidents, dangerous occurrences and material environmental matters 2.1.16 Reviewing default in payment of statutory dues 2.1.17 Reviewing materially important show cause, demand, prosecution and penalty notices 5HYLHZLQJ VWDWXV RQ FRPSOLDQFH RI UHJXODWRU\ _ statutory and listing requirements 2.1.19 Recommending appointment of the Statutory Auditors 5HFRPPHQGLQJ GHFODUDWLRQ RI ÀQDO GLYLGHQG 2.1.21 Noting minutes of the meetings of the Board, Audit, 6KDUHKROGHUV· _ ,QYHVWRUV· *ULHYDQFH &RPPLWWHHV or any other Committee meetings and also the UHVROXWLRQ V SDVVHG E\ FLUFXODWLRQ 2.1.22 Noting general notices of interest of the Directors 2.2 Appointment and Tenure _ rd RI WKH 'LUHFWRUV DUH URWDWLRQDO 'LUHFWRUV _ rd of rotational Directors retire in every Annual General 0HHWLQJ $*0 DQG LI HOLJLEOH RIIHU WKHPVHOYHV for reappointment. The Chairman and Managing Director, the Managing Director and the Whole time Director are appointed by the Members for a period of ÀYH \HDUV 2.3 Composition, Name, Other Directorships | Committee Memberships 7KH %RDUG FRPSULVHV H[SHUWV GUDZQ IURP GLYHUVH ÀHOGV _ SURIHVVLRQV $W WKLV WLPH LW FRQVLVWV RI WHQ 0HPEHUV FRPSULVLQJ VHYHQ 1RQ H[HFXWLYH 'LUHFWRUV two Promoter Directors and one Whole time Director. Independent Directors account for 70% of the strength of the Board, as against minimum requirement of DV SHU WKH /LVWLQJ $JUHHPHQWV 7KH 1RQ H[HFXWLYH Directors are eminent professionals, drawn from DPRQJVW SHUVRQV ZLWK H[SHULHQFH LQ EXVLQHVV ÀQDQFH industry and law.