Atul Ltd 2017-18

21 Cost Auditors The Shareholders ratified the appointment of R Nanabhoy & Co as the Cost Auditors for 2017-18 on July 28, 2017. Secretarial Auditors Mr A C Doshi, Practicing Company Secretary was appointed as the Secretarial Auditor on April 29, 2015. Mr A C Doshi along with 3 other partners formed a partnership firmSPANJ &Associates, Company Secretaries. The Board appointed SPANJ & Associates, Company Secretaries, as the Secretarial Auditors for 2017-18 on March 23, 2018, and their 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 Proper and sufficient care was taken for the maintenance 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, 2018 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 According to Article 86 of the Articles of Association of the Company, Mr B N Mohanan retires by rotation and being eligible, offers himself for reappointment at the forthcoming AGM scheduled on July 27, 2018. 16.1.2 Subject to the approval of the Members in the AGM: i) Mr S S Lalbhai was reappointed as the Chairman and Managing Director effective July 01, 2019 for a period of 5 years. ii) Mr B S Mehta was appointed as an Independent Director effective June 01, 2018 for a period of 5 consecutive years. iii) Mr S M Datta was reappointed as an Independent Director effective April 01, 2019 for a second term of 5 consecutive years. iv) Mr V S Rangan was reappointed as an Independent Director effective April 01, 2019 for a second term of 5 consecutive years. 16.1.3 Approval of the Members in the AGM is being sought for continuance of Mr R A Shah as a Non-executive Director and Mr B R Arora as an Independent Director. 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) 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 ` 35,000 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. The templates for the above purpose were circulated in advance for feedback of the Directors. 16.4 Familiarisation Programs 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 Familiarisation Programs are also available at https://www.atul.co.in/ about/directors/ 17. Key Managerial Personnel and other employees 17.1 Appointments and cessations of the Key Managerial Personnel There were no appointments | cessations of the Key Managerial Personnel during 2017-18.