Atul Ltd 2013-14

Atul Ltd | Annual Report 2013-14 Corporate Governance A Report on Corporate Governance along with the certificate from the Statutory Auditors regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreements is given at page no 34 to 47. Conservation of Energy, Technology Absorption, ForeignExchangeEarningsandOutgoandEmployees Information requiredunder Section 217 (1) (e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules,1975, as amended from time to time, forms a part of this Report. However, as per the provisions of Section 219 (1) (b) (iv), the Report and Accounts are being sent to all the Members excluding the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo and the statement of particulars of employees. Any Member interested in obtaining such particulars may inspect the same at the Registered office of the Company or write to the Company Secretary for a copy. Insurance The Company has taken adequate insurance to cover the risks to its people, plants and machineries, buildings and other assets, profit and third parties. Fixed Deposits The fixed deposits which matured on or before March 31, 2007, but remained outstanding since then were transferred to the Investor Education and Protection Fund as required under Section 205 C of the Companies Act, 1956. Subsidiary Companies The Company has fourteen subsidiary companies namely, Atul Bioscience Ltd, Atul Biospace Ltd, Atul Rajasthan Date Palms Ltd, Aasthan Dates Ltd, Biyaban Agri Ltd, Raja Dates Ltd, DPD Ltd, Atul USA Inc, Atul Europe Ltd, Atul Deutschland GmbH, Atul China Ltd, Atul Brasil Quimicos Ltda, Ameer Trading Corporation Ltd and Atul Infotech Pvt Ltd . Pursuant to the general exemption granted by the Central Government, details as provided under Section 212 (1) of the Companies Act, 1956 in respect of the subsidiary companies are not attached. However, the Investors may seek the copies of the Annual Reports and related detailed information of the subsidiary companies by writing to the Company Secretary at the Registered office. Directors’ Responsibility Statement Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that to the best of their knowledge and belief: (i) In the preparation of the annual accounts, the applicable Accounting Standards were followed (ii) Such Accounting Policies were selected and applied consistently and such 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 as on March 31, 2014 and of the profit of the Company for the year ended on that date (iii) Proper and sufficient care was taken to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities (iv) The attached annual accounts for the year ended March 31, 2014 were prepared on a going concern basis Directors According to Article 134 of the Articles of Association of the Company, Mr B N Mohanan and Mr B S Mehta retire by rotation and being eligible offer themselves for reappointment at the forthcoming Annual General Meeting (AGM) scheduled on July 25, 2014. Subject to the approval of the Members in the AGM: • Mr B N Mohanan was reappointed as a Whole-time Director of the Company effective January 01, 2014. • Mr S Nammalvar was appointed as an Alternate Director (in whole-time capacity) to Mr B N Mohanan, Whole-time Director effective March 28, 2014. Reappointment of Independent Directors is proposed till March 31, 2019 in the AGM Notice. Auditors Dalal & Shah, the Statutory Auditors of the Company, will retire at the conclusion of the ensuing AGM. They have given their consent to continue to act as the Auditors for 2014-15, if reappointed. The relevant notes forming a part of the accounts are self explanatory and give full information and explanation in respect of the observations made by the Auditors in their Report. The Board appointed R Nanabhoy & Co as the Cost Auditors for 2014-15 on May 02, 2014. Acknowledgements The Board expresses its sincere thanks to all the employees, customers, suppliers, investors, lenders, regulatory and Government authorities and Stock Exchanges for their continuing support. For and on behalf of the Board of Directors Mumbai (Sunil S Lalbhai) May 02, 2014 Chairman and Managing Director