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Atul Ltd |

Annual Report 2009-10

Commission to Non-executive Directors was

approved by the Members of the Company at the

AGM held on August 25, 2008 for a period of five

years effective from April 1, 2008 up to 1% of the

net profits of the Company. Within the aforesaid

limit, the Board approves the commission payable

to each Non-executive Director.

3. Committees of the Board

The Board has following Committees:

Audit Committee

Share Transfer and Shareholders’ | Investors’

Grievance Committee

Investment Committee

Remuneration Committee

3.1. Audit Committee

3.1.1. Role

i)

Overseeing of the financial reporting

process of the Company and the disclosure

of its financial information to ensure

that the financial statements are correct,

sufficient and credible

ii)

Recommending the appointment and

removal of the external auditor, fixation of

audit fee and also approval for payment

for any other services

iii)

Reviewing matters under the Directors’

Responsibility Statement to be included

in the Board’s Report in terms of Clause

(2AA) of Section 217 of the Companies

Act, 1956

iv)

Mandatory reviewing of the following

information

Management Discussion and Analysis

of financial condition and results of

operations

Statement

of

significant

related

party transactions (as defined by the

Audit Committee), submitted by the

Management

Internal audit reports relating to

weaknesses in internal control

Appointment, removal and terms of

remuneration of the Chief Internal

Auditor

v)

Reviewing quarterly | annual financial

statements with the Management before

submission to the Board, focusing

primarily on

Any changes in accounting policies and

practices

Major accounting entries based on exercise

of judgment by the Management

Qualifications in the draft audit report

Significant adjustments arising out

of audit

Going concern assumption

Compliance with accounting standards

Compliance with stock exchange and

legal requirements concerning financial

statements

Any related party transactions i.e.

transactions of the Company of

material nature, with promoters or the

Management, their subsidiary companies

and relatives, among others, that may

have potential conflict with the interest of

the Company at large

vi)

Reviewing with the Management, external

and internal Auditors, the adequacy of

internal control systems

vii)

Reviewing adequacy of internal audit

function, including the structure of

the internal audit department, staffing

and seniority of the official heading the

department, reporting structure coverage

and frequency of internal audit

viii)

Discussing with internal Auditors on any

significant findings and follow up thereon

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