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33

1.

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

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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

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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

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2.

Board of Directors

2.1 Board Business

The normal business of the Board comprises:

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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 the Shareholders

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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

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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

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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

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statutory and listing requirements

2.1.19 Recommending appointment of the Statutory Auditors

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

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or any other Committee meetings and also the

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2.1.22 Noting general notices of interest of the Directors

2.2 Appointment and Tenure

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of rotational Directors retire in every Annual General

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for reappointment. The Chairman and Managing

Director, the Managing Director and the Whole time

Director are appointed by the Members for a period of

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2.3 Composition, Name, Other Directorships |

Committee Memberships

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two Promoter Directors and one Whole time Director.

Independent Directors account for 70% of the strength

of the Board, as against minimum requirement of

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Directors are eminent professionals, drawn from

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industry and law.