Atul-2011-12

Philosophy

Transparency and accountability are the two basic

tenets of Corporate Governance. Atul is proud to

belong to a Group whose Founder lived his life with

eternal Values and built the business enterprises on

the foundation of good governance.

The Company is committed to conducting business

the right way which means taking decisions and

acting in a way that is ethical and in compliance with

the applicable legal requirements. It will endeavour

to continuously improve its Corporate Governance

performance with a view to earn trust and respect of

all its Stakeholders.

The Board of Directors is responsible for and is

committed to good Corporate Governance and plays a

critical role in overseeing how the Management serves

the short and long-term interests of the Shareholders

and other Stakeholders.

Board of Directors

2.1 Board Business

The normal business of the Board comprises:

2.1.01 Approving capital expenditure and operating budgets

2.1.02 Approving joint ventures, collaborations, mergers and

acquisitions

2.1.03 Approving loans and investments

2.1.04 Approving sale of investments and assets

2.1.05 Approving borrowings in nature of short, medium or

long-term

2.1.06 Approving creation of charge on assets in favour of

lenders

2.1.07 Approving commission payable to the Directors within

the limit set by Shareholders

2.1.08 Approving contracts in which Director(s) are deemed

to be interested

2.1.09 Approving appointment of the Cost Auditors

2.1.10 Approving cost audit reports

2.1.11 Approving declaration of interim dividend

2.1.12 Approving unaudited quarterly financial results and

audited annual accounts, both consolidated and on

a standalone basis including segment-wise revenues,

results and capital employed

2.1.13 Approving matters requiring statutory | Board consent

2.1.14 Reviewing foreign exchange exposure and exchange

rate movement, if material

2.1.15 Reviewing fatal or serious accidents, dangerous

occurrences and material environmental matters

2.1.16 Reviewing default in payment of statutory dues

2.1.17 Reviewing materially important show cause, demand,

prosecution and penalty notices

2.1.18 Reviewing status on compliance of regulatory |

statutory and listing requirements

2.1.19 Recommending appointment of the Statutory Auditors

2.1.20 Recommending declaration of final dividend

2.1.21 Noting minutes of the meetings of the Board, Audit,

Shareholders’ and Investors’ Grievance Committees

or any other Committee meetings and also the

resolution(s) passed by circulation

2.1.22 Noting general notices of interest of the Directors

2.2 Appointment and Tenure

2|3

of the Directors are rotational Directors. 1|3

of rotational Directors retire in every Annual General

Meeting (AGM) and, if eligible, offer themselves for

reappointment. The Chairman & Managing Director,

the Managing Director and the Whole time Director

are appointed by the Members for a period of five

years.

2.3 Composition, Name, Other Directorships |

Committee Memberships

The Board comprises experts drawn from diverse

fields|professions. At this time, it consists of eleven

Members (including one Alternate Director), comprising

eight Non-executive Directors, two Promoter Directors

and one Whole time Director. Independent Directors

account for 73% of the strength of the Board, as

against minimum requirement of 50% as per the

Listing Agreement. The Non-executive Directors are

eminent professionals, drawn from amongst persons

with experience in business, finance, industry and law.