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3.3.3 Meetings and Attendance

During the year three meetings were held:

Number

Name

Total

Attended

1

Mr R A Shah

3

3

2

Dr S S Baijal

3

2

3

Mr S M Datta

3

3

4

Mr S S Lalbhai

3

3

5

Mr B S Mehta

3

3

The Board notes the minutes of the Investment Committee meetings.

3.4 Remuneration Committee

3.4.1 Role

i) Determining on behalf of the Board and the Members, policy of the Company, on specific remuneration packages

for the Chairman & Managing Director, the Managing Director and Executive Directors.

ii) Determining the remuneration of the Executive Directors based on individual performance, qualifications,

experience, the Company performance and comparable industry practices, among others.

3.4.2 Composition

The Committee comprises of three Members. All the Members are Non executive and Independent Directors.

Number

Name

Designation

1

Mr H S Shah

Chairman

2

Mr G S Patel

Member

3

Dr S S Baijal

Member

3.4.3 Meetings and Attendance

During the year one meeting was held:

Number

Name

Total

Attended

1

Mr H S Shah

1

1

2

Mr G S Patel

1

1

3

Dr S S Baijal

1

1

The Board notes the minutes of the Remuneration Committee meetings.

4. Subsidiary Companies Registered in India

As on March 31, 2011, the Company had one wholly-owned non-material Indian unlisted subsidiary company, namely,

Ameer Trading Corporation Ltd, and another Indian unlisted joint venture subsidiary company, namely, Atul Rajasthan

Date Palms Ltd. The financial statements were reviewed by the Audit Committee | Board. The minutes of the meetings

of all the subsidiary companies are placed before the Board.

5. Company Policies

5.1 Compliance

Compliance certificates confirming the due compliance with the statutory requirements are placed at the Board Meeting

for review by the Directors. A system of ensuring material compliance with the laws, orders, regulations and other legal

requirements concerning the business and affairs of the Company is in place. Instances of non-compliance, if any, are

also separately reported to the Board and subsequently rectified.

5.2 Code of Conduct

At the Board Meeting, held on March 18, 2005, the Board approved the Code of Conduct applicable to the Directors and

the senior management personnel. This Code of Conduct is available on the website of the Company:

www.atul.co.in

.

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