Atul Ltd 2019-20

25 Directors’ Report 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 26. 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 Director – 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, Corporate Social Responsibility, Investment, Nomination and Remuneration, Risk Management and Stakeholders Relationship 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, its organisation structure and relevant regulatory changes. 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 2019-20. 17.2 Remuneration The Remuneration Policy of the Key Managerial Personnel and other employees consists the following: 17.2.1 Components: i) Fixed pay a. Basic salary b. Allowances c. Perquisites d. Retirals ii) Variable pay 17.2.2 Factors for determining and changing fixed pay: i) Existing compensation ii) Education iii) Experience iv) Salary bands v) Performance vi) Market benchmark 17.2.3 Factors for determining and changing variable pay: i) Business performance ii) Individual performance iii) Grade 18. Analysis of remuneration The information required pursuant to Sections 134 (3)(q) and 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms a part of this Report. However, as per the provisions of Sections 134 and 136 of the Act, the Report and the Accounts are being sent to the Members and others entitled thereto excluding the information on particulars of employees which are available for inspection by the Members. Any Member interested in obtaining a copy of such statement may write to the Company Secretary at the registered office of the Company. 19. Management Discussion and Analysis The Management Discussion and Analysis Report covering performance of the two reporting segments, namely, LSC and POC, is given at page number 50. 20. Corporate Governance Report 20.1 Statement of declaration given by the Independent Directors. The Independent Directors have given declarations under Section 149(6) of the Act. 20.2 Report The Corporate Governance Report along with the certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance pursuant to Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure