Atul Cover DS (Spine 20mm)_21619.pdf

29 / 260

17. Key Managerial Personnel and other employees
17.1 Appointments and cessations of the Key Managerial
Personnel
There were no appointments | cessations of the Key
Managerial Personnel during 2018-19.
17.2 Remuneration
The Remuneration Policy of the Key Managerial
Personnel and other employees consists the
following:
17.2.1 Components:
Ŀȴ GĿNJĚē ƎîNj
a. Basic salary
b. Allowances
c. Perquisites
d. Retirals
ii) Variable pay
ǧǭȦǨȦǨ GîČƥūƑƙ ljūƑ ēĚƥĚƑŞĿŠĿŠij îŠē ČĺîŠijĿŠij ǛNJĚē ƎîNjȠ
Ŀȴ /NJĿƙƥĿŠij ČūŞƎĚŠƙîƥĿūŠ
ii) Education
ĿĿĿȴ /NJƎĚƑĿĚŠČĚ
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 Companies Act, 2013
read with Rule 5 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
ūƥĺĚƑƙ ĚŠƥĿƥŕĚē ƥĺĚƑĚƥū ĚNJČŕƭēĿŠij ƥĺĚ ĿŠljūƑŞîƥĿūŠ
on employees’ particulars which are available for
ĿŠƙƎĚČƥĿūŠ ċNj ƥĺĚ qĚŞċĚƑƙ îƥ ƥĺĚ ƑĚijĿƙƥĚƑĚē ūljǛČĚ
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
ƥĺĚ ƑĚijĿƙƥĚƑĚē ūljǛČĚ ūlj ƥĺĚ ūŞƎîŠNjȦ
19. Management Discussion and Analysis
The Management Discussion and Analysis Report
covering performance of the 2 reporting segments,
namely, LSC and POC, is given at page number 56.
20. Corporate Governance Report
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
ČĚƑƥĿǛČîƥĚ ljƑūŞ ƥĺĚ ¡ƑîČƥĿČĿŠij ūŞƎîŠNj ¬ĚČƑĚƥîƑNj
regarding compliance of the conditions of Corporate
Governance pursuant to Regulation 34(3) read
DžĿƥĺ ¬ČĺĚēƭŕĚ × ūlj ƥĺĚ ¬ĚČƭƑĿƥĿĚƙ îŠē /NJČĺîŠijĚ
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is given at page
number 62. Details about the number of meetings
of the Board held during 2018-19 are given at page
number 68. The composition of the Audit Committee
is given at page number 71.
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/policies
No personnel has been denied access to the Audit
Committee.
20.4 Secretarial standards
Secretarial standards as applicable to the Company
were followed and complied with during 2018-19.
ǨǦȦǫ ¡ƑĚDŽĚŠƥĿūŠȡ ƎƑūĺĿċĿƥĿūŠ îŠē ƑĚēƑĚƙƙîŕ ūlj ƙĚNJƭîŕ
harassment
'ĚƥîĿŕƙ ƑĚƐƭĿƑĚē ƭŠēĚƑ ƥĺĚ ¬ĚNJƭîŕ OîƑîƙƙŞĚŠƥ ūlj
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and rules thereunder are given
at page number 75.
27
Directors’ Report