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Philosophy

Transparency and accountability are the two basic

tenets of Corporate Governance. Atul is proud to

belong to a Group whose founder lived his life with

eternal Values and built the business enterprises on

the foundation of good governance.

The Company is committed to conducting business

the right way which means taking decisions and

acting in a way that is ethical and in compliance with

the applicable legal requirements. It will endeavour

to continuously improve its Corporate Governance

performance with a view to earn trust and respect of

all its Stakeholders.

The Board of Directors is responsible for and is

committed to good Corporate Governance and plays a

critical role in overseeing how the Management serves

the short and long-term interests of the Shareholders

and other Stakeholders.

2. Board of Directors

2.1 Board Business

The normal business of the Board comprises:

2.1.01 Approving capital expenditures and operating budgets

2.1.02 Approving proposals for joint ventures, collaborations,

mergers and acquisitions

2.1.03 Approving loans and investments

2.1.04 Reviewing foreign exchange exposure and exchange

rate movement, if material

2.1.05 Approving sale of investments and assets

2.1.06 Approving borrowings in nature of short, medium or

long-term

2.1.07 Approving creation of charge on assets in favour of

lenders

2.1.08 Approving unaudited quarterly and half-yearly

financial results and audited annual accounts, both

consolidated and on a standalone basis including

segment-wise revenues, results and capital employed

2.1.09 Reviewing fatal or serious accidents, dangerous

occurrences and material environmental matters

2.1.10 Reviewing default in payment of statutory dues

2.1.11 Approving commission payable to the Directors within

the limit set by the Shareholders

2.1.12 Recommending | approving declaration of dividend

2.1.13 Noting minutes of the meetings of the Board, Audit,

Shareholders’ and Investors’ Grievance Committees or

any other Committee meetings held during the year

and also the resolution(s) passed by circulation

2.1.14 Approving cost audit reports

2.1.15 Recommending appointment of the Statutory Auditors

and the Cost Auditors

2.1.16 Reviewing materially important show cause, demand,

prosecution and penalty notices

2.1.17 Approving contracts in which Director(s) are deemed

to be interested

2.1.18 Approving matters requiring statutory | Board consent

2.1.19 Reviewing status on compliance of regulatory | statutory

and listing requirements

2.1.20 Noting general notices of interest of the Directors

2.2 Appointment and Tenure

2|3

of the Directors are rotational Directors. 1|3

of rotational Directors retire in every Annual General

Meeting (AGM) and, if eligible, offer themselves for

reappointment. The Chairman & Managing Director,

the Managing Director and the Whole time Director

are appointed by the Members for a period of five

years.

2.3 Composition, Name, Other Directorships |

Committee Memberships

The Board comprises of experts drawn from diverse

fields | professions. At this time, it consists of

eleven Members (including one Alternate Director),

comprising eight Non-executive Directors, two

Promoter Directors and one Whole time Director.

Independent Directors account for 73% of the

strength of the Board, as against minimum

requirement of 50% as per the Listing Agreement. The

Non-executive Directors are eminent professionals,

drawn from amongst persons with experience in

business, industry, finance and law.

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