Atul Ltd 2019-20

Corporate Overview Statutory Reports Financial Statements 01-21 22-91 92-228 24 Atul Ltd | Annual Report 2019-20 Act. There were no other changes in the subsidiary, associate and joint venture entities which were reported earlier. 11. Related party transactions All the transactions entered into with the related parties were in ordinary course of business and on arm’s length basis. Details of such transactions are given at page number 132. No transactions were entered into by the Company which required disclosure in Form AOC-2. 12. Corporate Social Responsibility Composition of the Corporate Social Responsibility (CSR) Committee, the CSR Policy and the CSR Report are given at page number 31. 13. Extract of the Annual Return This is given at page number 36. 14. Auditors Statutory Auditors DeloitteHaskins&SellsLLP,CharteredAccountantswere appointed as the Statutory Auditors of the Company at the 40 th Annual General Meeting (AGM) held on July 28, 2017 until the conclusion of the 45 th AGM. The relevant Notes forming part of the Financial Statements are self-explanatory and give full information and explanation in respect of the observations made by the Auditors in their report. Cost Auditors The Company has maintained cost records as required under the Act. The shareholders ratified the appointment of R Nanabhoy & Co as the Cost Auditors for 2019-20 on July 31, 2019. Secretarial Auditors The Board appointed SPANJ & Associates, Company Secretaries, as the Secretarial Auditors for 2019-20 on March 23, 2018, and their report is given at page number 46. 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 the 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, 2020 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 i) According to Article 86 of the Articles of Association of the Company, Mr R A Shah retires by rotation and being eligible, offers himself for reappointment at the forthcoming AGM scheduled on July 31, 2020. ii) In the opinion of the Board, the Independent Directors reappointed during the year possess integrity, rich experience and expertise relevant to the Company. 16.2 Policy on appointment and remuneration is displayed on the website of the Company at https://www.atul.co.in/investors/policies The salient features of the Policy are as under: 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) Trait: positive attributes and qualities iii) Independence: criteria prescribed in Section 149(6) of the Act 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