Atul Ltd 8 Annual Report 2023-24 Secretarial Auditors SPANJ & Associates, Company Secretaries, continue to be the Secretarial Auditors for 2023-24 and their report is given on page number 18. 15. Directors’ responsibility statement a) In preparation of the annual accounts for the financial year that ended on March 31, 2024, the applicable accounting standards have been followed and there are no material departures. b) The accounting policies were selected and applied consistently and judgements and estimates thus made were reasonable and prudent 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. c) 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. d) Theattachedannual accounts for theyear ended on March 31, 2024, were prepared on a going concern basis. e) Adequate internal financial controls to be followed by the Company were laid down, and they were adequate and operating effectively. This is given under paragraph number 07. f) 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 a) According to Article 86 of the Articles of Association of the Company, Mr Bharathy Mohanan retires by rotation and being eligible, offers himself for reappointment at the AGM scheduled on July 26, 2024. b) Mr Rangaswamy Iyer was appointed as an Independent Director effective May 01, 2023, for a period of five years. c) Mr Sharadchandra Abhyankar and Mr Sujal Shah were appointed as Independent Directors, effective October 20, 2023, for a period of five years. d) Subject to the approval of the members in the AGM, Mr Gopi Kannan Thirukonda was reappointed by the Board as a Whole-time Director effective October 17, 2024, for a period of three years and Mr Praveen Kadle was appointed as an Independent Director effective May 01, 2024, for a period of five years. e) Mr Bansi Mehta, Mr Srinivasa Rangan and Mr Susim Datta, Independent Directors and Mr Rajendra Shah, Non-executive Director ceased to be Directors during the year. T he Board places on record its deep appreciation for their valuable contribution through sustained involvement, critical analysis and insightful guidance. In the opinion of the Board, Mr Rangaswamy Iyer, Mr Sharad Abhyankar, Mr Sujal Shah and Mr Praveen Kadle, Independent Directors, fulfil requisite conditions as per applicable laws and are independent of the management of the Company. 16.2 Policy on appointment and remuneration The policy is displayed on thewebsite of the Company at www.atul.co.in/investors/policies The salient features of the Policy are as under: 16.2.1 Appointment While recommending the appointment of Directors, the Nomination and Remuneration Committee considers the following factors: a) Qualification: well-educated and experienced in senior leadership positions in industry profession. b) Trait: positive attributes and qualities. c) Independence: criteria prescribed in the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Regulations), for the Independent Directors, including no pecuniary interest and conflict of interest. 16.2.2 Remuneration of the Non-executive Directors a) Sitting fees: up to ` 50,000 for attending a Board, Committee and any other meeting b) Commission: up to 1% of net profit as may be decided by the Board based on i) Membership of committee(s), ii) Profit iii) Attendance iv) Category (Independent or Non-executive) 16.2.3 Remuneration of the Executive Directors This is given under paragraph number 17.2. 16.3 Criteria and method of the annual evaluation 16.3.1 The criteria for evaluation of the performance of a) the Executive Directors, b) the Non-executive Director (other than Independent Directors), c) the Independent Directors, d) the Chairman, e) the
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