Atul-2015-16

26 / 172

Atul Ltd | Annual Report 2015-16
senior Management on the nature of the industries
in which it operates, its vision and strategy and its
organisation structure. A visit is organised to one
or more of its manufacturing sites. Details of the
program are also available at
investors/pdf/familiarisation_programme.pdf.
17. Key Managerial Personnel and other
employees
17.1 Appointments and cessations of the Key Managerial
Personnel
There were no appointments | cessation of the Key
Managerial Personnel during 2015-16.
17.2 Remuneration
The Remuneration Policy of the Key Managerial
Personnel and other employees consists of 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 (2)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 in respect
of employees of the Company, forms 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 employees’
particulars which are available for inspection by the
Members at the registered office of the Company
during business hours on working days of the
Company up to the date of ensuing AGM.
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 49.
20. Corporate Governance
20.1 Statement of declaration given by the Independent
Directors
The Independent Directors have given declarations
under Section 149 (6) of the Companies Act, 2013.
20.2 Report
The Corporate Governance Report along with the
certificate from the Statutory Auditors regarding
compliance of the conditions of Corporate
Governance pursuant to Regulation 34 (3) of
the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is given at page number 56.
Details about the number of meetings of the Board
held during 2015-16 are given at page number 59.
The composition of the Audit Committee is given at
page number 62.
All the recommendations given by the Audit
Committee were accepted by the Board.
20.3 Whistle-blowing Policy
The Board, on the recommendation of the Audit
Committee, had approved a vigil mechanism
(Whistle-blowing Policy). The policy provides an
independent mechanism for reporting and resolving
complaints pertaining to unethical behaviour, actual
or suspected fraud and violation of the Code of
Conduct of the Company and is displayed on the
website (of the Company) at
investors/pdf/Whistle_blowing_Policy.pdf.
No personnel has been denied access to the Audit
Committee.
21. Acknowledgements
The Board expresses its sincere thanks to all the
employees, customers, suppliers, lenders, regulatory
and Government authorities, Stock Exchanges and
investors for their support.
For and on behalf of
the Board of Directors
Mumbai (Sunil Siddharth Lalbhai)
April 29, 2016 Chairman and Managing Director
Table
Evaluation of Evaluation by Criteria
Non-independent Director
(Executive)
Independent Directors Transparency, Leadership (business and people), Governance and Communication
Non-independent Director
(Non-executive)
Independent Directors Preparedness, Participation, Value addition, Governance and Communication
Independent Director All other Board Members Preparedness, Participation, Value addition, Governance and Communication
Chairman Independent Directors Meeting dynamics, Leadership (business and people), Governance and Communication
Committees Board Members Composition, Process and Dynamics
Board as a whole Independent Directors Composition, Process and Dynamics