Atul Ltd 2014-15

23 Auditors for 2015-16, if reappointed. The relevant Notes forming part of the accounts are self-explanatory and give full information and explanation in respect of the observations made by the Auditors in their report. The Shareholders appointed R Nanabhoy & Co as the Cost Auditors for 2014-15 on July 25, 2014. The Board appointed Mr A C Doshi, Practising Company Secretary, as the Secretarial Auditor for 2014-15 on May 02, 2014, and his report is given at page number 42. 15. Directors’ responsibility statement Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that, to the best of their knowledge and belief: 15.1 The applicable Accounting Standards were followed along with proper explanations relating to material departures in the preparation of the annual accounts. 15.2 The Accounting Policies were selected and applied consistently and judgments and estimates were made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period. 15.3 Properandsufficientcarewas takenfor themaintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. 15.4 The attached annual accounts for the year ended March 31, 2015 were prepared on a going concern basis. 15.5 Adequate internal financial controls to be followed by the Company were laid down and the same were adequate and operating effectively. 15.6 Proper systems were devised to ensure compliance with the provisions of all applicable laws and the same were adequate and operating effectively. 16. Directors 16.1 Appointments | Reappointments | Cessations 16.1.1 Subject to the approval of the Members in the AGM: i) M r T R Gopi Kannan was appointed as a Whole- time Director of the Company effective October 17, 2014 ii) M r M M Chitale was appointed as an Independent Director effective October 17, 2014 iii) M s S A Panse was appointed as an Independent Director effective March 27, 2015 iv) M r B R Arora was appointed as an Independent Director effective April 01, 2015 16.1.2 According to Article 134 of the Articles of Association of the Company, Mr R A Shah and Mr B N Mohanan retire by rotation and being eligible, offer themselves for reappointment at the forthcoming AGM scheduled on August 04, 2015. 16.1.3 During 2014-15, Mr S R Nammalvar ceased to be an Alternate Director effective July 22, 2014 and Mr G S Patel resigned effective January 01, 2015. The Board placed on record appreciation of their services. 16.2 Policies on appointment and remuneration 16.2.1 Appointment While recommendingappointment of theDirectors, the Nomination and Remuneration Committee considers the following factors: i) Qualification: well-educated and experienced in senior leadership positions in industry | profession ii) Traits: positive attributes and qualities iii) Independence: criteria prescribed in Section 149(6) of the Companies Act, 2013 for the Independent Directors, including no pecuniary interest and conflict of interest 16.2.2 Remuneration of the Non-executive Directors i) Sitting fees: up to ` 20,000 for attending a meeting of the Board or any of its Committees ii) Commission: up to 1% of net profit as may be decided by the Board based on the following factors: a) Membership of Committee(s) b) Profit c) Attendance d) Category (Independent or Non-independent) 16.2.3 Remuneration of the Executive Directors This is given under para 17.2 16.3 Criteria and method of annual evaluation 16.3.1 The criteria for evaluation of performance of a) the Non-independent Directors (Executive) b) the Non-independent Directors (Non-executive) c) the Independent Directors d) the Chairman e) the Committees of the Board and f) the Board as a whole are summarised in the table at the end of the Directors’ Report at page number 24. 16.3.2 The Independent Directors have carried out annual: i) Review of performance of the Non-independent Directors – Executive ii) Review of performance of the Non-independent Directors – Non-executive iii) Review of performance of the Chairman iv) Assessment of quality, quantity and timeliness of the flow of information to the Board v) Review of performance of the Board as a whole 16.3.3 The Board has carried out annual evaluation of performance of: i) Its Committees namely Audit, Nomination and Remuneration, Stakeholders Relationship, CSR and Investment ii) The Independent Directors T he templates for the above purpose were circulated in advance for feedback of the Directors. In addition, the Chairman also held discussions with the Directors individually 16.4 Familiarisation Program for the Independent Directors The Company has a Familiarisation Program 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 and its organisation structure. A visit is organised to one or more of its