Atul Ltd 2016-17

21 Pursuant to Section 139 of the Companies Act, 2013 and Rules made thereunder, it is mandatory for the Company to rotate the current Statutory Auditors on completion of a maximum term permitted under the said Section. Accordingly, based on the recommendation of the Audit Committee, the Board at its meeting held on May 05, 2017, recommended the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants as the Statutory Auditors of the Company. Deloitte Haskins & Sells LLP will hold the office for a period of 5 consecutive years from the conclusion of the 40 th AGM of the Company till the conclusion of the 45 th AGM to be held in the year 2022, subject to the approval of the Shareholder(s) of the Company at the ensuing AGM and ratification at subsequent AGMs. Deloitte Haskins & Sells LLP have given their consent to act as the Auditors and confirmed their eligibility for appointment. 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. Cost Auditors The Shareholders ratified the appointment of R Nanabhoy & Co as the Cost Auditors for 2016-17 on July 29, 2016. Secretarial Auditors The Board appointed Mr A C Doshi, Practising Company Secretary, as the Secretarial Auditor for 2016-17 on April 29, 2015, 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 judgements 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 P roperandsufficient carewas 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, 2017 were prepared on a going concern basis. 15.5 Adequate Internal Financial Controls to be followed by the Company were laid down; and they 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 S ubject to the approval of the Members in the AGM, Mr S A Lalbhai was reappointed as a Managing Director effective December 15, 2016 for a period of 5 years. 16.1.2 According to Article 86 of the Articles of Association of the Company, Mr R A Shah and Mr T R Gopi Kannan retire by rotation and being eligible, offer themselves for reappointment at the forthcoming AGM scheduled on July 28, 2017. 16.2 Policies on appointment and remuneration 16.2.1 Appointment While recommending appointment of the Directors, the Nomination and Remuneration Committee considers the following factors: i) Q ualification: 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 Board, Committee and any other meeting 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 number 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 22. 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, Corporate Social Responsibility and Investment ii) The Independent Directors T he templates for the above purpose were circulated in advance for feedback of the Directors. 16.4 Familiarisation Program for the Independent Directors The Company has Familiarisation Programs 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 manufacturing sites. Details of the program are also available at http://www.atul.co.in/investors/ familiarisation_program.html