Amal Ltd 2015-16

5 15.2.2 Factors for determining and changing fixed pay i) Existing compensation ii) Education iii) Experience iv) Salary bands v) Performance vi) Market benchmark 15.2.3 Factors for determining and changing variable pay i) Company performance ii) Individual performance iii) Grade 16. 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 given at page number 21. The Company is not required to disclose the information required pursuant to Sections 13 (3) (q) and 197(12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time as there were no employees during 2015-16 drawing remuneration exceeding the limit specified there under. 17. Management Discussion and Analysis Management Discussion and Analysis Report covering performance, is given at page number 23. 18. Corporate Governance 18.1 Statement of declaration given by the Independent Directors: The Independent Directors have given declarations under Section 149 (6) of the Companies Act, 2013. 18.2 Report The Corporate Governance Report is given at page number 24. Details about the number of meetings of the Board held during 2015-16 are given at page number 27. The composition of the Audit Committee is given at page number 31. All the recommendations given by the Audit Committee were accepted by the Board. 18.3 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 http://www.amal. co.in/pdf/whistle_blowing_policy.pdf No personnel has been denied access to the Audit Committee 19. Acknowledgements The Board expresses its sincere thanks to all the customers, employees, investors, lenders suppliers, regulatory and Government authorities and the Stock Exchanges for their support. For and on behalf of the Board of Directors Mumbai S S Lalbhai April 22, 2016 Chairman 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