Amal Ltd 2016-17

Amal Ltd | Annual Report 2016-17 13.5 Adequate Internal Financial Controls to be followed by the Company were laid down and the same were adequate and operating effectively. 13.6 Proper systems were devised to ensure compliance with the provisions of all applicable laws and the same were adequate and operating effectively. 14. Directors 14.1 Appointments | Reappointments | Cessations 14.1.1 Mr R Kumar was appointed as the Managing Director effective March 24, 2017. 14.1.2 Mr T R Gopi Kannan retires by rotation and being eligible, offers himself for reappointment at the forthcoming AGM scheduled on June 30, 2017 14.1.3 Mr P N Ogale resigned as the Managing Director effective December 14, 2016. The Board placed on record, appreciation of his services. 14.2 Policies on appointment and remuneration 14.2.1 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 14.2.2 Remuneration of the Non-executive Directors: Sitting fees of ` 20,000 for attending meeting of the Board and ` 10,000 for attending any meeting of the Committee thereof. 14.3 Criteria and method of annual evaluation 14.3.1 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 f) the Board as a whole are summarised in the table at the end of the Directors’ Report at page number 05. 14.3.2 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 14.3.3 The Board has carried out annual evaluation of performance of: i) Its Committees namely Audit, Nomination and Remuneration, Stakeholders Relationship ii) The Independent Directors The templates for the above purposewere circulated in advance for feedback of the Directors. In addition, the Chairman also held discussions with the Directors individually. 15. Key Managerial Personnel and other employees 15.1 Appointments and cessations of the Key Managerial Personnel 15.1.1 Mr P N Ogale ceased to be the Managing Director effective December 14, 2016. 15.1.2 Mr R Kumar was appointed as the Managing Director effective March 24, 2017. 15.2 Remuneration The Remuneration Policy of the Key Managerial Personnel and other employees is as under: 15.2.1 Components i) Fixed pay a) Basic salary b) Allowances c) Perquisites d) Retrials e) Reimbursements ii) Variable pay