Atul Ltd Annual Report 2016-17_Aug 8

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Pursuant to Section 139 of the Companies Act, 2013
and Rules made thereunder, it is mandatory for the
Company to rotate the current Statutory Auditors
on completion of a maximum term permitted
under the said Section. Accordingly, based on the
recommendation of the Audit Committee, the Board
at its meeting held on May 05, 2017, recommended
the appointment of Deloitte Haskins & Sells LLP,
Chartered Accountants as the Statutory Auditors of
the Company. Deloitte Haskins & Sells LLP will hold
the office for a period of 5 consecutive years from
the conclusion of the 40th AGM of the Company till
the conclusion of the 45th AGM to be held in the year
2022, subject to the approval of the Shareholder(s)
of the Company at the ensuing AGM and ratification
at subsequent AGMs. Deloitte Haskins & Sells LLP
have given their consent to act as the Auditors and
confirmed their eligibility for appointment.
The relevant Notes forming part of the accounts
are self-explanatory and give full information and
explanation in respect of the observations made by
the Auditors in their report.
Cost Auditors
The Shareholders ratified the appointment of
R Nanabhoy & Co as the Cost Auditors for 2016-17
on July 29, 2016.
Secretarial Auditors
The Board appointed Mr A C Doshi, Practising
Company Secretary, as the Secretarial Auditor for
2016-17 on April 29, 2015, and his report is given
at page number 42.
15. Directors’ responsibility statement
Pursuant to Section 134 (5) of the Companies Act,
2013, the Directors confirm that, to the best of their
knowledge and belief:
15.1 The applicable Accounting Standards were followed
along with proper explanations relating to material
departures in the preparation of the annual accounts.
15.2 The Accounting Policies were selected and applied
consistently and judgements and estimates were
made that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit and loss of the Company for that period.
15.3 Properandsufficientcarewastakenforthemaintenance
of adequate accounting records in accordance with
the provisions of this Act for safeguarding the assets of
the Company and for preventing and detecting fraud
and other irregularities.
15.4 The attached annual accounts for the year ended March
31, 2017 were prepared on a going concern basis.
15.5 Adequate Internal Financial Controls to be followed
by the Company were laid down; and they were
adequate and operating effectively.
15.6 Proper systems were devised to ensure compliance
with the provisions of all applicable laws and the
same were adequate and operating effectively.
16. Directors
16.1 Appointments | Reappointments | Cessations
16.1.1 Subject to the approval of the Members in the AGM,
Mr S A Lalbhai was reappointed as a Managing Director
effective December 15, 2016 for a period of 5 years.
16.1.2 According to Article 86 of the Articles of Association
of the Company, Mr R A Shah and Mr T R Gopi
Kannan retire by rotation and being eligible, offer
themselves for reappointment at the forthcoming
AGM scheduled on July 28, 2017.
16.2 Policies on appointment and remuneration
16.2.1 Appointment
While recommending appointment of the Directors,
the Nomination and Remuneration Committee
considers the following factors:
i) Qualification: well-educated and experienced in
senior leadership positions in industry | profession
ii) Traits: positive attributes and qualities
iii) Independence: criteria prescribed in
Section 149 (6) of the Companies Act, 2013
for the Independent Directors, including no
pecuniary interest and conflict of interest
16.2.2 Remuneration of the Non-executive Directors
i) Sitting fees: up to `20,000 for attending a
Board, Committee and any other meeting
ii) Commission: up to 1% of net profit as may be
decided by the Board based on the following factors:
a. Membership of Committee(s)
b. Profit
c. Attendance
d. Category (Independent or Non-independent)
16.2.3 Remuneration of the Executive Directors
This is given under para number 17.2.
16.3 Criteria and method of annual evaluation
16.3.1 The criteria for evaluation of performance of
a) the Non-independent Directors (Executive)
b) the Non-independent Directors (Non-executive)
c) the Independent Directors d) the Chairman
e) the Committees of the Board and f) the Board as
a whole are summarised in the table at the end
of the Directors’ Report at page number 22.
16.3.2 The Independent Directors have carried out annual:
i) Review of performance of the Non-independent
Directors – Executive
ii) Review of performance of the Non-independent
Directors – Non-executive
iii) Review of performance of the Chairman
iv) Assessment of quality, quantity and timeliness of
the flow of information to the Board
v) Review of performance of the Board as a whole
16.3.3 The Board has carried out annual evaluation of
performance of:
i) Its Committees namely Audit, Nomination
and Remuneration, Stakeholders Relationship,
Corporate Social Responsibility and Investment
ii) The Independent Directors
The templates for the above purpose were
circulated in advance for feedback of the Directors.
16.4 Familiarisation Program for the Independent Directors
The Company has Familiarisation Programs for its
Independent Directors. It comprises, amongst others,
presentations by and discussions with the senior
Management on the nature of the industries in which
it operates, its vision and strategy and its organisation
structure. A visit is organised to one or more of its
manufacturing sites. Details of the program are
also available at
familiarisation_program.html