Atul Annual report 2017-18

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Cost Auditors
The Shareholders ratified the appointment of
R Nanabhoy & Co as the Cost Auditors for 2017-18
on July 28, 2017.
Secretarial Auditors
Mr A C Doshi, Practicing Company Secretary
was appointed as the Secretarial Auditor on
April 29, 2015. Mr A C Doshi along with 3 other
partners formed a partnership firmSPANJ &Associates,
Company Secretaries. The Board appointed SPANJ &
Associates, Company Secretaries, as the Secretarial
Auditors for 2017-18 on March 23, 2018, and their
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 Proper and sufficient care was taken for the
maintenance 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, 2018 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 According to Article 86 of the Articles of Association
of the Company, Mr B N Mohanan retires by rotation
and being eligible, offers himself for reappointment
at the forthcoming AGM scheduled on July 27, 2018.
16.1.2 Subject to the approval of the Members in the AGM:
i) Mr S S Lalbhai was reappointed as the Chairman
and Managing Director effective July 01, 2019
for a period of 5 years.
ii) Mr B S Mehta was appointed as an Independent
Director effective June 01, 2018 for a period of
5 consecutive years.
iii) Mr S M Datta was reappointed as an Independent
Director effective April 01, 2019 for a second
term of 5 consecutive years.
iv) Mr V S Rangan was reappointed as an
Independent Director effective April 01, 2019 for
a second term of 5 consecutive years.
16.1.3 Approval of the Members in the AGM is being sought
for continuance of Mr R A Shah as a Non-executive
Director and Mr B R Arora as an Independent Director.
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 ` 35,000 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 Programs 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 Familiarisation
Programs are also available at
about/directors/
17. Key Managerial Personnel and other
employees
17.1 Appointments and cessations of the Key Managerial
Personnel
There were no appointments | cessations of the Key
Managerial Personnel during 2017-18.