Atul Ltd 2009-10

Corporate Identity Serving Diverse Industries Purpose and Values Overview by the Chairman Operational Highlights Financial Analysis Research and Technology Safety, HealthandEnvironment Serving the Society Directors’ Report Management Discussion andAnalysis Report on Corporate Governance Financial Statements 1. Philosophy Transparency and accountability are the two basic tenets of Corporate Governance. The Company is proud to belong to a Group whose founder lived his life with eternal values and built the business enterprises on the foundation of good governance. The Company is committed to conducting business the right way which means taking decisions and acting in a way that is ethical and is in compliance with the applicable legal requirements. It will endeavour to continuously improve its Corporate Governance performance with an overall view to earn trust and respect of all its stakeholders. The Board of Directors of the Company is responsible for and is committed to good Corporate Governance and plays a critical role in overseeing how the Management serves the short and long term interests of the shareholders and other stakeholders. 2. Board of Directors 2.1. Board Business The normal business of the Board comprises: 2.1.01.Approving capital expenditure and operating budgets 2.1.02.Approving the unaudited quarterly and half- yearly financial results and the audited annual accounts of the Company, both consolidated and on a standalone basis including segment-wise revenues, results and capital employed 2.1.03.Recommending | approving declaration of dividend 2.1.04.Noting minutes of the meetings of the Board of Directors, Audit, Shareholders’ and Investors’ Grievance Committees or any other Committee meetings held during the year and also the resolution passed by circulation 2.1.05.Approving Cost audit reports 2.1.06.Approving proposals for joint ventures, collaborations, mergers and acquisitions 2.1.07. Approving loans or investment 2.1.08.Recommending appointment of statutory Auditors and cost Auditors 2.1.09.Reviewing materially important show cause, demand, prosecution and penalty notices 2.1.10.Reviewing fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems 2.1.11.Reviewing default in payment of statutory dues 2.1.12.Reviewing foreign exchange exposure and exchange rate movement, if material 2.1.13.Approving contracts in which Director(s) are deemed to be interested 2.1.14.Approving matters requiring statutory | Board consent 2.1.15.Reviewing status on compliance of regulatory | statutory and listing requirements 2.1.16.Approving commission payable to the Directors within limit set by shareholders 2.1.17.Noting general notices of interest of the Directors 2.1.18.Approving sale of investments and assets 2.1.19.Approving borrowings in nature of short term, medium term or long term 2.1.20.Approving creation of charge on assets of the Company in favour of lenders 2.2. Appointment and Tenure 2/3rd of the Directors are rotational Directors. 1/3rd of rotational Directors retire in every Annual General Meeting (AGM) and if eligible offer themselves for reappointment. The Chairman and Managing Director, the Managing Director and the Whole time Director are appointed by the Members for a period of five years. 2.3. Composition, Name, Other Directorships | Committee Memberships The Board comprises experts drawn from diverse fields| professions. It consists of ten Members (including one Alternate Director), comprising