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ii) Mr M M Chitale was reappointed as an
Independent Director effective October 17,
2019 for a second term of 5 consecutive
years.
iii) Mr B N Mohanan was reappointed as a
Whole-time Director effective January 01,
2020 for a period of 3 years.
iv) Ms S A Panse was reappointed as an
Independent Director effective March 27,
2020 for a second term of 5 consecutive
years.
v) Mr B R Arora was reappointed as an
Independent Director effective April 01, 2020
for a second term of 5 consecutive years.
16.1.3 Dr S S Baijal and Mr H S Shah ceased to be
Independent Directors of the Company effective
qîƑČĺ ǩǧȡ ǨǦǧǯ ūŠ ĚNJƎĿƑNj ūlj ƥĺĚĿƑ ƥĚƑŞȦ ¹ĺĚ
Board places on record its deep appreciation for
their immense contribution through sustained
involvement sustained involvement, critical analysis
and valuable guidance.
16.2 Policy on appointment and remuneration is
displayed on the website of the Company
at
The salient features of the Policy are as under:
16.2.1 Appointment
While recommending appointment of the Directors,
the Nomination and Remuneration Committee
considers the following factors:
Ŀȴ £ƭîŕĿǛČîƥĿūŠȠ DžĚŕŕȹĚēƭČîƥĚē îŠē ĚNJƎĚƑĿĚŠČĚē
in senior leadership positions in industry |
profession
ii) Traits: positive attributes and qualities
iii) Independence: criteria prescribed in Section
149(6) of the Companies Act, 2013 for the
Independent Directors, including no pecuniary
ĿŠƥĚƑĚƙƥ îŠē ČūŠǜĿČƥ ūlj ĿŠƥĚƑĚƙƥ
ǧǬȦǨȦǨ ¤ĚŞƭŠĚƑîƥĿūŠ ūlj ƥĺĚ sūŠȹĚNJĚČƭƥĿDŽĚ 'ĿƑĚČƥūƑƙ
i) Sitting fees: up to ` 35,000 for attending a
Board, Committee and any other meeting
ĿĿȴ ūŞŞĿƙƙĿūŠȠ ƭƎ ƥū ǧɼ ūlj ŠĚƥ ƎƑūǛƥ îƙ ŞîNj ċĚ
decided by the Board based on the following
factors:
a. Membership of Committee(s)
ċȦ ¡ƑūǛƥ
c. Attendance
d. Category (Independent or
Non-independent)
ǧǬȦǨȦǩ ¤ĚŞƭŠĚƑîƥĿūŠ ūlj ƥĺĚ /NJĚČƭƥĿDŽĚ 'ĿƑĚČƥūƑƙ
This is given under para number 17.2.
16.3 Criteria and method of annual evaluation
16.3.1 The criteria for evaluation of performance of a)
ƥĺĚ sūŠȹĿŠēĚƎĚŠēĚŠƥ 'ĿƑĚČƥūƑƙ ȳ/NJĚČƭƥĿDŽĚȴ ċȴ ƥĺĚ
sūŠȹĿŠēĚƎĚŠēĚŠƥ 'ĿƑĚČƥūƑƙ ȳsūŠȹĚNJĚČƭƥĿDŽĚȴ Čȴ
the Independent Directors d) the Chairman e) the
Committees of the Board and f) the Board as a
whole are summarised in the table at the end of the
Directors’ Report at page number 28.
16.3.2 The Independent Directors have carried out annual:
i) review of performance of the Non-independent
'ĿƑĚČƥūƑƙ ȶ /NJĚČƭƥĿDŽĚȡ
ii) review of performance of the Non-independent
'ĿƑĚČƥūƑ ȶ sūŠȹĚNJĚČƭƥĿDŽĚȡ
iii) review of performance of the Chairman,
iv) assessment of quality, quantity and timeliness
ūlj ƥĺĚ ǜūDž ūlj ĿŠljūƑŞîƥĿūŠ ƥū ƥĺĚ ūîƑēȡ
v) review of performance of the Board as a whole.
16.3.3 The Board has carried out annual evaluation of
performance of:
i) its Committees namely Audit, Nomination
and Remuneration, Stakeholders Relationship,
CorporateSocial Responsibilityand Investment,
ii) the Independent Directors.
The templates for the above purposewere circulated
in advance for feedback of 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
about/directors/
Corporate Overview 01-22 Statutory Reports 23-105 Financial Statements 107-250
26 Atul Ltd | Annual Report 2018-19