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Atul Ltd | Annual Report 2014-15
manufacturing sites. Details of the program are also
available at
Familiarisation%20programme.pdf.
17. Key Managerial Personnel and other
employees
17.1 Appointments and cessations of the Key Managerial
Personnel
Mr T R Gopi Kannan ceased to be the Company
Secretary effective October 17, 2014. Mr Gopi Kannan
continues to be the Chief Financial Officer of the
Company. Mr L P Patni was appointed as the Company
Secretary effective October 17, 2014.
17.2 Remuneration
The Remuneration Policy of the Key Managerial
Personnel and other employees is as under:
17.2.1 Components:
i) Fixed pay
a) Basic salary
b) Allowances
c) Perquisites
d) Retirals
ii) Variable pay
17.2.2 Factors for determining and changing fixed pay
i) Existing compensation
ii) Education
iii) Experience
iv) Salary bands
v) Performance
vi) Market benchmark
17.2.3 Factors for determining and changing variable pay
i) Company performance
ii) Business performance
iii) Individual performance
iv) Grade
18. Analysis of remuneration
A table containing information in accordance with
the provisions of Sections 134 (3)(q) and 197 (12) read
with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
placed at page number 45.
The information required pursuant to Sections 134 (3)(q)
and 197(12) of the Act read with Rule 5(2) 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 others entitled
thereto excluding the information on employees’
particulars which are available for inspection by the
Members at the registered office 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 the registered office of the
Company.
19. Management Discussion and Analysis
The Management Discussion and Analysis Report
covering performance of the two reporting segments,
namely, LSC and POC, is given at page number 47.
20. Corporate Governance
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
certificate from the Statutory Auditors regarding
compliance of the conditions of Corporate Governance
pursuant to Clause 49 of the Listing Agreements is
given at page number 54. Details about the number
of meetings of the Board held during 2014-15 are
given at page number 57. The composition of the
Audit Committee is given at page number 60. 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 behavior, actual or suspected
fraud and violation of the Code of Conduct of the
Company and is displayed on the website (of the
Company) at
Whistle_blowing_Policy.pdf.
21. Acknowledgements
The Board expresses its sincere thanks to all the
employees, customers, suppliers, investors, lenders,
regulatory and Government authorities and Stock
Exchanges for their support.
For and on behalf of
the Board of Directors
Mumbai (Sunil Siddharth Lalbhai)
April 30, 2015 Chairman and Managing Director
Table
Evaluation of Evaluation by Criteria
Non-independent Director
(Executive)
Independent Directors Transparency, Leadership (business and people), Governance and Communication
Non-independent Director
(Non-executive)
Independent Directors Preparedness, Participation, Value addition, Governance and Communication
Independent Director All other Board Members Preparedness, Participation, Value addition, Governance and Communication
Chairman Independent Directors Meeting dynamics, Leadership (business and people), Governance and Communication
Committees Board Members Composition, Process and Dynamics
Board as a whole Independent Directors Composition, Process and Dynamics