Atul Ltd 2017-18

67 9. Evaluation by the Independent Directors The Independent Directors at their meeting held on March 23, 2018 carried out annual evaluation in accordance with the Regulation 25(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. 10. Role of the Company Secretary in overall governance process The Directors have access to the suggestions and services of the Company Secretary | Legal department in ensuring an effective functioning of the Board and its Committees. The Company Secretary administers, attends and prepares Minutes of the Board and the Committee proceedings in accordance with the statutory requirements as well as the norms of Corporate Governance. 11. Certification by the Chief Executive Officer and the Chief Financial Officer Mr S S Lalbhai, Chairman and Managing Director and Mr T R Gopi Kannan, Whole-time Director and CFO issued a certificate to the Board as prescribed under Regulation 17 (8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said certificate was placed before the Board at the meeting held on April 27, 2018 in which the accounts for the year ended March 31, 2018 were considered and approved by the Board. 12. Certification by the Practicing Company Secretary Certificate from Rajesh Parekh & Co., Practicing Company Secretary, regarding compliance of conditions of Corporate Governance as stipulated in Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of the Annual Report. 13. Declaration by the Chairman and Managing Director In accordance with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, all the Directors and Senior Management Personnel have, respectively, affirmed compliance with the Code of Conduct as approved and adopted by the Board. For Atul Ltd Mumbai (S S Lalbhai) April 27, 2018 Chairman and Managing Director To the Members of Atul Ltd We have examined the compliance of conditions of Corporate Governance by Atul Ltd for the year ended March 31, 2018, as stipulated in Regulations 17, 18, 19, 20, 22, 23, 24, 25, 26, 27 and Clause (b) to (i) of sub-regulation 46 and para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (collectively referred to as ‘SEBI Listing Regulations, 2015’). The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the Financial Statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations, 2015. We state that such compliance is neither an assurance as to the future viability nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company. For Rajesh Parekh & Co. Company Secretary (Rajesh Parekh) Ahmedabad Proprietor April 27, 2018 Membership Number: 8073 Certificate regarding compliance of conditions of Corporate Governance