Atul Annual report 2017-18

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Atul Ltd | Annual Report 2017-18
17.2 Remuneration
The Remuneration Policy of the Key Managerial
Personnel and other employees consists the following:
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) Business performance
ii) Individual performance
iii) Grade
18. Analysis of remuneration
The information required pursuant to Sections 134
(3)(q) and 197 (12) of the Companies Act, 2013
read with Rule 5 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 2 reporting Segments,
namely, LSC and POC, is given at page number 46.
20. Corporate Governance Report
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 Practicing Company Secretary
regarding compliance of the conditions of Corporate
Governance pursuant to Regulation 34 (3) read
with Schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is given at page
number 53. Details about the number of meetings
of the Board held during 2017-18 are given at page
number 56. The composition of the Audit Committee
is given at page number 59.
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 behaviour, actual
or suspected fraud and violation of the Code of
Conduct of the Company and is displayed on the
website (of the Company) at
investors/policies
No personnel has been denied access to the Audit
Committee.
20.4 Secretarial Standards
Secretarial Standards as applicable to the Company
were followed and complied with during 2017-18.
21. Business Responsibility Report
As per Regulation 34 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Business
Responsibility Report is given at page number 68.
22. Dividend Distribution Policy
As per Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Dividend
Distribution Policy is given at page number 74.
23. Acknowledgements
The Board expresses its sincere thanks to all the
employees, customers, suppliers, lenders, regulatory
and Government authorities, Stock Exchanges and
investors for their support.
For and on behalf of the Board of Directors
Mumbai (Sunil Siddharth Lalbhai)
June 01, 2018 Chairman and Managing Director
Table
Evaluation of Evaluation by Criteria
Non-independent Director
(Executive)
Independent Directors Qualification, Experience, Availability and attendance, Integrity, Commitment, Governance,
Transparency, Communication, Business leadership, People leadership, Investor relations
Non-independent Director
(Non-executive)
Independent Directors Qualification, Experience, Availability and attendance, Integrity, Commitment, Governance,
Independence, Communication, Preparedness, Participation and Value addition
Independent Director All other Board Members Qualification, Experience, Availability and attendance, Integrity, Commitment, Governance,
Independence, Communication, Preparedness, Participation and Value addition
Chairman Independent Directors Qualification, Experience, Availability and attendance, Integrity, Commitment, Governance,
Impartiality, Communication, Business leadership, People leadership and Meeting conduct
Committees Board Members Composition, Process and Dynamics
Board as a whole Independent Directors Composition, Process and Dynamics