Corporate Overview Statutory Reports Financial Statements 9 Committees of the Board and f) the Board as a whole are summarised in the table at the end of the Directors’ Report on page number 10. 16.3.2 The Independent Directors have carried out annual: a) review of the performance of the Executive Directors b) review of the performance of the Chairman and assessment of quality, quantity and timeliness of the flow of information to the Board c) review of the performance of the Board as a whole 16.3.3 The Board has carried out an annual evaluation of the performance of: a) its committees, namely, Audit, Corporate Social Responsibility, Investment, Nomination and Remuneration, Risk Management and Stakeholders Relationship b) the Independent Directors The templates for the above purpose were circulated in advance for feedback from 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 www.atul.co.in/about/directors/ 17. Key Managerial Personnel andother employees 17.1 Appointments and cessations of the Key Managerial Personnel There were no appointments | cessations of the Key Managerial Personnel during 2023-24. 17.2 Remuneration The Remuneration Policy related to the Key Managerial Personnel andother employeesconsistsof the following: 17.2.1 Components: a) Fixed pay i) Basic Salary ii) Allowances iii) Perquisites iv) Retirals b) Variable pay 17.2.2. Factors for determining and changing fixed pay: a) Existing compensation b) Education c) Experience d) Salary bands e) Performance f) Market benchmark 17.2.3 Factors for determining and changing variable pay: a) Company performance b) Business performance c) Individual performance d) Work level 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 covering the performance of the two reporting segments, namely, LSC and POC, is given on page number 23. 20. Corporate Governance Report 20.1 Declaration 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 the compliance of the conditions of Corporate Governance pursuant to Regulation 34(3), read with Schedule V of the Regulations, is given on page number 31. Details about the number of meetings of the Board held during 2023-24, are given on page number 36. The composition of the Audit Committee is given on page number 39. All the recommendations given by the Audit Committee were accepted by the Board. 20.3 Whistleblower Policy The Board, on the recommendation of the Audit Committee, had approved a vigil mechanism (Whistleblower Policy). The Policy provides
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