Forward looking statements In this annual report, we have shared information and made forward looking statements to enable investors to know our product portfolio, business logic and direction and thereby comprehend our prospects. Such statements that we make are based on our assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipate’, ‘believe’, ‘estimate’, ‘intend’, ‘plan’, ‘project’ or words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward looking statements will be realised although we believe we have been prudent in our assumptions. The actual results may be affected because of uncertainties, risks and even inaccurate assumptions. If uncertainties or known or unknown risks materialise or if underlying assumptions prove inaccurate, actual results may vary materially from those anticipated, believed, estimated, intended, planned or projected. We undertake no obligation to publicly update any forward looking statements, whether as a result of new information, future events or otherwise. The Members may send in their comments or suggestions for improvement of the annual report by e-mail to shareholders@atul.co.in Let me pray not to be sheltered from dangers, but to be fearless in facing them. - Rabindranath Tagore Tender leaves and flowers of purple mountain saxifrage plant emerging through solid rocks is epitome of a resilient life. The plant is responsive to challenges and is rising against odds. A successful business endures, sustains and grows like the plant. It is our endeavour to see that we build a resilient, responsive and rising business. The gift of Values binds us and helps us in this journey. Contents Recapping 2021-22 01 Milestones 02 Corporate identity 04 Purpose 06 Values 07 Business model 08 Serving diverse industries 10 Footprint 11 Operational highlights 12 Financial charts 14 Serving the society 18 Letter to the shareholders 20 Board of Directors 22 Directors’ Report 24 Annexure to the Directors’ Report 30 Management Discussion and Analysis 44 Corporate Governance Report 51 Business Responsibility and Sustainability Report 71 Notice 95 Performance trend 108 Standalone Financial Statements Independent Auditor’s Report 111 Financial Statements 122 Consolidated Financial Statements Independent Auditor’s Report 186 Financial Statements 194 To download or read this report online, please visit www.atul.co.in 45th Annual General Meeting Friday, July 29, 2022 10:30 am The meeting will be held through video conferencing.
• Sales increased by 42% from ` 3,460 cr to ` 4,929 cr • Net worth increased by 16% from ` 3,711 cr to ` 4,316 cr • Gross block increased by 14% from ` 1,839 cr to ` 2,098 cr • Profit before tax* increased from ` 773 cr to ` 804 cr • Social work undertaken via 34 initiatives under six programs of national importance Recapping 2021-22 World economy* grew by 5.90% Crude oil, steel prices and forex rates remained unpredictable and varied between ` 76.97 and ` 72.40 per US$ ` ` 53,000 and ` 65,400 per mt US$ 61.47 and US$ 133.18 per barrel USA US$ 22.94 tn (5.60%) Latin America, Caribbean US$ 4.98 tn (6.30%) Africa US$ 2.69 tn (5.10%) EU US$ 17.08 tn (5.10%) India US$ 2.95 tn (9.50%) China US$ 16.86 tn (8.10%) Japan US$ 5.10 tn (2.40%) Australia US$ 1.61 tn (3.50%) *Calendar year 2021 for all except India Source: IMF report, Jan 2022 where the year is April 2021 to March 2022 Atul endeavoured to maintain inclusive growth Atul Bioscience Ltd (` cr) Atul shareholding: 100% 57 12 76 14 104 13 105 (2) 142 5 126 DPD Ltd 21 5 19 6 23 4 21 6 38 13 47 20 (` cr) Atul shareholding: 98% 16-17 17-18 18-19 19-20 20-21 21-22 73 14 65 15 83 15 81 13 89 19 121 22 (` cr) 16-17 17-18 18-19 19-20 20-21 21-22 Rudolf Atul Chemicals Ltd Atul shareholding: 50% Sales Profit before tax Sales Profit before tax Sales Profit before tax (3) 16-17 17-18 18-19 19-20 20-21 21-22 * excluding one-time dividend income 01 Corporate Overview 01 - 23 Statutory Reports 24 - 109 Financial Statements 110 - 263
Incorporated on September 05, 1947, the story of Atul is closely linked to that of independent India. The Company is the first private sector enterprise of the country to be inaugurated by its first Prime Minister, Pandit Jawaharlal Nehru. It was established to generate employment on a large-scale, create wealth in rural areas and become self-sufficient in selected chemicals then totally imported. Atul has been serving the society since its incorporation in step with the tradition of its legendary Founder, Kasturbhai Lalbhai. 70 years of operations First plants commissioned; commenced production of dyes for the first time in India 1952 Established a joint venture (JV), Atic Industries Ltd, with Imperial Chemical Industries plc of the UK 1955 Established a JV, Cibatul Ltd, with Ciba Geigy Ltd of Switzerland 1960 Established a JV, Cyanamid India Ltd, with American Cyanamid Company of the USA 1962 Commenced production of 2,4-D acid for the first time in India 1968 Acquired Anchor Adhesives Pvt Ltd which owned Polygrip brand 2010 Formed subsidiary company, Atul Brasil Quimicos Ltda 2011 02 Atul Ltd | Annual Report 2021-22
Established a JV, Rudolf Atul Chemicals Ltd, with Rudolf GmbH of Germany 2011 Acquired DPD Ltd in the UK 2011 Acquired controlling interest in Piramal Rasayan Ltd and renamed it as Amal Ltd 1985 Formed subsidiary company, Atul Middle East FZ LLC 2015 Acquired Gujarat Aromatics Ltd and got its second production site in Ankleshwar 1988 Established a JV, Anaven LLP, with Nouryon Chemicals International BV of the Netherlands 2017 Formed subsidiary company, Atul USA Inc 1994 Acquired a manufacturing site for ABL at Ambernath, Maharashtra 2019 Commenced production of 4,4’- Diaminodiphenyl sulfone for the first time in India 1996 Formed subsidiary company, Atul Europe Ltd 1996 Formed subsidiary company, Atul Products Ltd 2020 Commenced production of para-Cresol for the first time in India 1999 Establised subsidiary company, Atul Bioscience Ltd (ABL) 1997 Commenced production of Dapsone, an API, for the first time in India 2000 Formed subsidiary company, Atul China Ltd 2004 Commenced production of 3,3’- Diaminodiphenyl sulfone for the first time in India 2000 Established a JV, Atul Rajasthan Date Palms Ltd, with the Government of Rajasthan 2009 Corporate Overview 01 - 21 Statutory Reports 22 - 87 Financial Statements 88 - 229 03
We are a diversified Indian company (a part of Lalbhai Group, one of the oldest business houses of India with a legacy of conducting business with a larger purpose) meeting the needs of varied industries such as Adhesives, Agriculture, Animal Feed, Automobile, Composites, Construction, Cosmetic, Defence, Dyestuff, Electrical and Electronics, Flavour, Food, Footwear, Fragrance, Glass, Home Care, Horticulture, Hospitality, Paint and Coatings, Paper, Personal Care, Pharmaceutical, Plastic, Rubber, Soap and Detergent, Sport and Leisure, Textile, Tyre and Wind Energy. We manage complex chemical processes in a responsible way. In order to enhance focus, we have placed the products belonging to the two reporting segments, namely Life Science Chemicals and Performance and Other Chemicals, under seven sub-segments (interchangeably called Businesses), namely Aromatics, Bulk Chemicals and Intermediates, Colours, Crop Protection, Floras, Pharmaceuticals and Polymers – these in turn are managed through a matrix organisation structure for achieving all-round functional excellence. Valley of flowers Valley of flowers is a national park located in Uttarakhand, India. The valley is home to about 600 species of flowers and is known for its meadows of endemic alpine flowers and a variety of flora. It is a UNESCO world heritage site. Here nature blooms in full glory offering a breathtaking experience – this also stands testimony to the delightful impact that diversity can create. Team Atul preserves and celebrates its diversity with offices in four continents and its members belonging to different cultures, nationalities and religions, all contributing to the common goal of growth of the Company and service to humanity. Our ability to reach unity in diversity will be the beauty and the test of our civilisation. - Mahatma Gandhi Corporate identity 04 Atul Ltd | Annual Report 2021-22
Exemplary past • Founded on September 05, 1947, by Kasturbhai Lalbhai, a legendary Indian, to create wealth in rural India, generate employment on a large-scale and make India self-reliant ... ... ... • First private sector company of independent India to be inaugurated by the first Prime Minister of the country, Pandit Jawaharlal Nehru, on March 17, 1952 • A company that has manufactured many products for the first time in India Energetic present • Increasing productivity and efficiency and strengthening people and business processes • Broadening and deepening its presence in the marketplace • Serving the society, particularly in the areas of national priorities like education, empowerment and infrastructure Encouraging future • Seeking growth through existing, downstream, related, value added and diversified product portfolio • Leveraging depth in science and technology and having integrated manufacturing • Developing and growing a retail product portfolio to participate in the full value chain Equity share capital of ` 30 cr, reserves of ` 4,287 cr Paid uninterrupted dividend* since commencement of operations in 1952 and recommended 250% dividend for 2021-22 Market capitalisation increased from ` 57 cr as at March 31, 1999, to ` 30,453 cr as at March 31, 2022 *except one year Anaven LLP Anaven LLP Anaven LLP Anaven LLP Anaven LLP Atul Ltd Atul Bioscience Ltd DPD Ltd Atul Rajasthan Date Palms Ltd Amal Ltd Rudolf Atul Chemicals Ltd Atul Brasil Quimicos Ltda Atul China Ltd Atul Europe Ltd Atul Ireland Ltd Atul Middle East FZ-LLC Atul USA Inc Atul Foundation Atul Club 05 Corporate Overview 01 - 23 Statutory Reports 24 - 109 Financial Statements 110 - 263
Singleness of Purpose Kasturbhai Lalbhai (1894 – 1980) The legacy of our Founder has been synonymous with three terms: excellence, perseverance and trusteeship. At Atul, we have the most onerous responsibility to expand and diversify our footprint and follow his figurative footsteps. We are endeavouring to achieve this remit in full measure. Siddharth Lalbhai (1923 – 1998) A chemical engineer and the elder son of our Founder, Siddharth Lalbhai dedicated his life to the development of Atul. He accorded equal value to creation of wealth and service to society. The principles of trusteeship that he upheld, the personal qualities of integrity, perseverance and simplicity that he lived by and the single-minded devotion that he gave to tasks on hand will always remain our guiding force. We are committed to significantly enhancing value for our stakeholders by: • fostering a spirit of continuous learning and innovation • adopting developments in science and technology • providing high quality products and services, thus becoming the most preferred partner • having people who practice Values and exemplify a high standard of behaviour • seeking sustained, dynamic growth and securing long-term success • taking responsible care of the surrounding environment • improving the quality of life of the communities we operate in Balwantrai Mazumdar (1902 – 1981) An economist, Balwantrai Mazumdar was a voracious reader, sound thinker, patient listener and a farsighted professional. He created an atmosphere of camaraderie that brought out the collective best of the people of Atul. He was the moving force behind making Atul Complex one of the largest eco-friendly chemical sites of its kind in the world. He remained with the Group till the end of his life, as did most of the people who worked with our Founder. 06 Atul Ltd | Annual Report 2021-22
Oneness of Values The name ‘Atul’ is a unique asset, which represents a rich heritage of Values. In an environment where change is a way of life, continuity of Values provides stability and is fundamental to us. We have therefore formalised key Values and are committed to institutionalising them. We will seek to create an environment wherein these Values are consistently practised and nurtured and ensure that they are not compromised. Understanding How well we work with others depends on our ways to connect and this in turn is based on our level of Understanding of human relationships. This certainly does not mean that we accept poor performance, but that we do it the right way. Understanding is the external manifestation of internal realisation. RESPONSIBILITY Delivering value and taking ownership of actions. Responsibility must also give us the realisation that what is good for the business must be in the overall good. In essence, we must work with a spirit of trusteeship for the shareholders and other stakeholders. What comes to us must be returned many times over. EXCELLENCE A drive that is more from inside than outside; it is about us seeking to continuously improve and develop an eye for innovation even in day to day work. Excellence is about excelling in everything we do and not giving up. Excellence is also a journey, not simply a destination in itself. Unity Working together and taking advantage of synergy while harnessing unique abilities of each of us to achieve a larger goal. Unity is the realisation that though we may work in different areas, we are finally interconnected and that interdependence is a higher order of living than independence. Though we may be many, we share a common purpose. 07 Corporate Overview 01 - 23 Statutory Reports 24 - 109 Financial Statements 110 - 263 Integrity Working with honesty, following the highest standards of professionalism. Integrity is when our decisions and actions remain consistent with our thoughts and words, written or spoken.
A business model is not a mere representation of the operations of an organisation, but is one that is endeavouring to create, deliver and capture value. Ultimately, it is tested against time and adversity. When an organisation and its approach sustain through volatile and uncertain business cycles and still create, deliver and capture value for the stakeholders, then they can well be called a model business. Business model What we depend on What we do We work closely with consumers and customers to develop insights into their needs. We source materials and services so as to manufacture ~1,300 products (including formulations) and 140 brands using several unit processes and unit operations. 3. Sourcing and manufacturing We develop our products and brands through innovation and consistent improvements based on insights and critical thinking. 2. Innovation Team members Our ~3,000 team members apply their knowledge and skill and invest their time in an agile way. Suppliers Our ~3,800 suppliers help us to source materials and obtain services uninterruptedly. Customers Our ~2,000 distributors and 38,000 retailers help us to reach our products and brands across India and outside. Governments Our operations are facilitated further by the policies of the state and central governments. Relationships Input materials We use, amongst others, thousands of tonnes of derivatives of crude oil, salt and coal. Financial resources We predominantly use capital from our shareholders and internal accruals which enable us to secure sustainable growth. Intangible assets We leverage our strengths in research, technology, sourcing, manufacturing, logistics, brands and customer service which provide us competitive edge. Tangible assets We have integrated manufacturing facilities spread over ~1,500 acres, with 6 sites and 15 offices in India and outside. Resources 1. Consumer insights 08 Atul Ltd | Annual Report 2021-22
Value we create for Our business model puts the customer at the centre of the business and decision-making and provides a foundation for future growth. We strive for innovation and excellence in select chemistries to delight our customers with our consistently superior quality, competent prices and valuable technical services. We aim to create lasting value and deliver benefits to our customers and the economies and communities we operate in. We deliver our products and brands through a network of warehouses and distribution channels in India and outside. 4. Logistics We make our products available to our customers directly and through distributors and retailers. 6. Sales We manage our portfolio of products and brands through product management, market development and marketing services. 5. Marketing We aim to provide superior quality products and brands to our consumers to meet their expectations. Consumers We supply our products to customers consisting of users and channel partners (distributors and retailers) to grow their businesses (and ours). Customers We partner with suppliers for our requirement of materials and services which in turn grow their business with that of ours. Suppliers We aim to create a happy work environment, reward the team members fairly and provide them with opportunities to learn and grow. Team members We contribute to the government exchequers, in India and outside, through our business operations. Governments We serve in particular the communities we operate in and in general the society to make a difference in the lives of people. Society We aim to make the planet better by consistently improving our operations, amongst others, to bring down gaseous emissions, liquid effluents and solid wastes. Planet We strive to deliver responsible, profitable and consistent growth for our shareholders. Shareholders 09 Corporate Overview 01 - 23 Statutory Reports 24 - 109 Financial Statements 110 - 263
Serving diverse industries touching lives in many ways ... Agriculture Composites Construction Cosmetic Electrical and Electronics Fragrance Glass Home Care Horticulture Paint and Coatings Paper Personal Care Rubber Soap and Detergent Sport and Leisure Textile Tyre Wind Energy Pharmaceuticals Automobile 10 Atul Ltd | Annual Report 2021-22
Footprint • Production facilities in India (Ankleshwar, Atul, Panoli and Tarapur) • Subsidiary companies with production facilities in India (Ambernath and Atul) and the UK (Bristol) • Joint venture entities with production facilities in India (Atul and Jodhpur) • Wholly-owned subsidiary companies in Brazil (São Paulo), China (Shanghai), Ireland (Dublin), the UAE (Dubai), the UK (Wilmslow) and the USA (Charlotte) • Building distribution network of retail sales across India • Operates through a network of 38,000 retail outlets in India • Has started selling its retail products in neighbouring countries Manufactures 900 products and 400 formulations Serves 4,000 customers in 75 countries Owns 140 brands 11 Corporate Overview 01 - 23 Statutory Reports 24 - 109 Financial Statements 110 - 263
Operational highlights Curiosity evokes knowledge and enhances our learning. Knowledge becomes useful when it is prompted by the rigour of action. Our endeavour is to augment deep insights and foster favourable changes to bring improvements across each function. Technology is at the core of all that we do, not just in the realms of R&D and manufacturing. We share a few highlights as follows: Every next level of your life will demand a different you. ― Leonardo Di Caprio People • Enhanced recruitment process • Increased focus on digitisation and digitalisation of HR processes • Rolled out structured skill development at the shop floor level Systems • Implemented Atul Mitra for the Retail business, a secondary sales tracking solution • Rolled out software defined network - to enhance network performance, security and automate access control • Upgraded Oracle e-Business suite (application and database) version to enhance controls, functionalities and security Safety • Conducted 128 HAZOP studies and 94 risk assessments • Provided EHS training to 2,237 permanent employees and workmen and 4,630 contract workmen • Received ISO 45001:2018 certification for Atul site Health • Carried out 12,144 health check-ups • Conducted COVID-19 vaccination camps for employees and their family members • Established work at height competency assessment 12 Atul Ltd | Annual Report 2021-22
Environment • Commissioned a new effluent treatment plant at Atul South site to augment treatment capacity • Completed 86 identified air emissions control projects • Installed multiple effect evaporator as part of the zero liquid discharge project at Atul North site Technology and Manufacturing • Implemented 74 process improvement initiatives • Initiated recycling of treated water to reduce water consumption • Introduced auto-packing system using robotics Research and Development • Decreased consumption of raw materials and solvents of eight products • Developed 22 new products and formulations • Improved yield of six products Sales and Marketing • Added 238 new customers • Added 25 new products • Commenced sales in nine new geographies Growth • Debottlenecked 18 products • Executed five expansion projects • Scaled up six new products 13 Corporate Overview 01 - 23 Statutory Reports 24 - 109 Financial Statements 110 - 263
52% 54% 20% 21% 12% 11% 9% 13% 3% 2% 3% 2% South America Asia (excluding India) India North America Africa Europe 0 Financial charts Expenses as % of revenue Depreciation Raw materials Selling and distribution Power, fuel and water Others Employees Repairs and maintenance Tax 5% 10% 6% 5% 4% 3% 4% 52% 3% 8% 4% 3% 5% 7% 8% 44% (` cr) 6 - year CAGR: 13% Sales Earnings before interest, taxes, depreciation and amortisation 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 India Outside India Growth 50% (4%) 50% 53% 10% 47% 50% 16% 50% 50% 26% 50% 48% (1%) 52% 2,403 2,639 3,052 3,845 3,824 3,460 4,929 50% 54% 50% 42% 46% (10%) Sales by geography 2021-22 2020-21 2021-22 (` cr) 6 - year CAGR: 12% EBIDTA EBIDTA % 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 485 512 511 768 922 950 953 20% 19% 17% 20% 24% 27% 19% 2020-21 14 Atul Ltd | Annual Report 2021-22
Direct taxes Fixed assets Investment in group entities Dividend Surplus 196 192 443 59 297 360 17 271 Utilisation Asset turnover ratio* 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 *Excluding capital work-in-progress 3.10 2.44 2.60 3.04 2.81 2.56 2.16 Borrowings Operating cash flows Reduction in investments Sources and utilisation of cash Sources 2020-21 2021-22 873 54 409 73 392 34 (` cr) 2020-21 2021-22 (` cr) 6 - year CAGR: 12% Profit before tax from operations and dividend Profit before tax from operations Dividend% 397 100% 400 100% 397 120% 652 150% 803 275% 828 200% 804 250% Property, plant and equipment* 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 Additions during the year 300 307 96 113 104 713 928 919 918 904 1,056 1,273 374 277 (` cr) *as at March 31 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 Other sources 15 Corporate Overview 01 - 23 Statutory Reports 24 - 109 Financial Statements 110 - 263
2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 374 57 15.6% 13.9% 12.4% 11.1% 11.2% 14.8% 14.2% 51 368 379 45 428 41 427 41 701 52 511 54 (` cr) Inventories* *as at March 31 Inventories NoDs % to sales 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 420 59 17.5% 19.2% 23.5% 19.8% 18.8% 20.6% 21.5% 65 718 507 79 762 66 719 63 1,059 72 714 69 (` cr) *as at March 31 Trade receivables NoDs % to sales Trade receivables* (` cr) 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 1,369 1,638 1,814 2,047 2,380 2,808 3,424 30.9% 25.7% 22.4% 32.1% 33.8% 29.6% 23.6% 1Excluding capital work-in-progress I revaluation reserve 2Excluding exceptional I non-recurring items Average capital employed1 Return on average capital employed %1 2 Return on average capital employed (` cr) Employee benefit expenses and sales per employee 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 168 173 181 219 249 249 1.16 276 0.97 1.08 1.24 1.49 1.31 1.62 Employee benefit expenses Sales per empoyee 16 Atul Ltd | Annual Report 2021-22
Sensex1 Price per share1 1Year end closing prices (` cr) Payment to the exchequer 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 335 307 442 627 640 948 698 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 537 648 741 893 1,035 1,459 1,254 (` per share) 6 - year CAGR: 14% 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 93 96 91 145 216 205 213 Earnings per share (` per share) 6 - year CAGR: 18% Book value per share (` per share) BSE Sensex and share price 32,969 38,673 29,621 2,380 2,622 3,573 3,975 7,076 10,288 1,541 49,509 29,468 58,569 25,342 6 - year CAGR: BSE sensex 15% Share price 37% 17 Corporate Overview 01 - 23 Statutory Reports 24 - 109 Financial Statements 110 - 263
Serving the society Strive not to be a success, but rather to be of value. - Albert Einstein Education • Distributed writing material to 4,148 students of 34 schools in 17 villages • Imparted relevant therapy sessions to 31 special children • Issued scholarships to 21 needy students • Promoted self-paced learning among 300 secondary students using tablets through a tablet laboratory • Provided need-based support to 136 children living in difficult conditions Empowerment • Assisted 837 families to avail benefits of government schemes • Formed 29 self-help groups to empower 348 women • Trained 805 youth in 13 vocational courses • Trained 178 youth in collaboration with National Bank of Agriculture and Rural Development • Supported 111 micro-entrepreneurs by providing training and toolkits The Founder of our Company devoted half a day every day of his adult life to serve the society. The business enterprises he established invariably contributed in serving the society. His legacy of perseverance and exemplary service has been the inspiration for team Atul ever since its inception in 1947. • Provided quality primary education to 4,446 children in 70 villages through trained Atul Adhyapikas • Provided support to set up computer laboratories in two primary schools benefitting 468 students • Strengthened digitalisation and created a portal to conserve about 80,000 ancient manuscripts • Supported 3,393 students by enhancing educational practices in three schools • Supported 192 students by improving educational practices in a tribal school 18 Atul Ltd | Annual Report 2021-22
Health • Conducted 15 eye camps benefitting 5,876 patients; 4,727 patients were provided with spectacles • Conducted 10 women-specific health camps benefitting 1,247 adolescent girls and women • Developed 2,552 nutrition gardens in 79 villages benefitting 12,780 people • Organised 35 blood donation camps in 21 villages; 3,258 units of blood were collected • Supported 165 families to renovate their toilets Infrastructure • Built toilet blocks in three primary schools and in a village faliya • Constructed community halls in two villages • Developed four model anganwadis in three villages benefitting 140 children • Erected the first floor of a school benefitting 300 students • Renovated five schools benefitting 2,407 students Relief • Assisted in setting up two COVID-19 care centers benefitting 1,400 patients • Offered financial assistance to 20 COVID-19 patients • Provided blood units to 140 poor and abandoned patients • Provided financial assistance to 34 needy and critically ill patients • Supported five hospitals with medical equipment to treat COVID-19 patients Conservation • Collected 259 tonnes of waste from which 196 tonnes were recycled • Created 412 structures for conservation of soil and water at the Parnera hillock • Planted 48,000 trees to preserve biodiversity • Installed 15 kWh solar power plant generating 22,500 kWh energy annually in a tribal school at Navsari, benefiting 192 students • Installed solar pumps consuming 44,520 kWh green energy annually, benefiting 38 farmers and 38 agariya family members 19 Corporate Overview 01 - 23 Statutory Reports 24 - 109 Financial Statements 110 - 263
Letter to the shareholders Dear Shareholders, Journey Atul completed 70 years of operations on March 17, 2022. It all began in 1947, when Kasturbhai Lalbhai, its legendary Founder, arrived at the banks of river Par in Valsad district of Gujarat state and decided to buy the surrounding 1,000 plus acres of land within 90 seconds, saying to his son, Siddharth Kasturbhai, that the land was beckoning him. His foresight, depth in thinking and attention to details continue to inspire us and the Values he steadfastly adhered to – integrity, perseverance, discipline, trusteeship in business and larger purpose – are at the core of our Company and will remain so in the times ahead. World economy 2021-22may forever be remembered as one of themost uncertain fiscals because of initially the pandemic and subsequently the geopolitical conflict, both of which have caused immense suffering. Still, it is essential to find reasons to be hopeful. The World GDP at US$ 95 tn grew by 5.90% and that of India at US$ 2.95 tn grew by 9.50%. GDP of the USA, China, Japan, Germany and the UK remained ahead of India and grew between 2.40% and 8.10%. The three key lessons of 2021-22 –workwith compassion, invest in people and be strong in local markets – are applicable to countries and companies alike, and our Company is imbibing them. Chemicals and Pharmaceuticals1 World Chemical industry and Pharmaceutical industry are sized at US$ 5 tn and US$ 1.45 tn and they grew by 25% (mainly because of lower base) and 11% respectively in 2021. Indian Chemical industry and Pharmaceutical industry are sized at US$ 175 bn and US$ 45 bn and they grew by 29% and 8% respectively in2021-22. The two industriesaccount for 7%of the world GDP and provide an excellent potential to its constituents to improve, innovate and grow. Our Company has been a part of these industries and will review, rationalise and renew its product portfolio of 900 products and 400 formulations. Sustainability The concept of sustainability with its four pillars – environmental (protecting air, land and water), economic (maintaining high and stable growth), human (investing in health and education) and social (acknowledging interdependence and interconnectedness) – can be used to guide decisions at different levels. Our Company, in its own small way, has evolved, nurtured and promoted the concept in its operations since its inception andwill strengthen it further. Transformation to climate neutrality is a central test of our time, and team Atul aims to see that such transformation and competitiveness are not mutually exclusive. 2021-22 Our Company achieved its highest (standalone) sales of ` 4,929 cr (from ` 3,460 cr in 2020-21) and profit before tax of ` 804 cr (from ` 773 cr in 2020-21 excluding one-time dividend). The performance indicators such as, EBIDTA and RoCE were down to 19% and 24% compared to 26%2 and 28%2, the earlier best achieved in 2020-21 and 2019-20 respectively. Our Company successfully completed its second buyback of own shares, this time of ` 70 cr (as against ` 50 cr the first time in 2020-21). The Directors recommended 250% dividend against 200% in 2020-21; the pay-out was 12%. Investment and growth Our Company completed investment of ` 374 cr during 2021- 22. The investment under implementation in the Company and its 100% subsidiary entity, Atul Products and 98% subsidiary entity, DPD was ` 1,600 cr. The above investment of ` 1,974 cr has the potential to add sales of ` 2,300 cr. The two retail businesses grew in volume by 17% and have a huge potential – we are confident to steadily and substantially expand their market reach in and outside India. 2021-22 and 2022-23 are two fiscals with the highest investment (so far) – our Company will continue to be prudent in its investment so as to remain resilient. Subsidiary, joint venture and associate entities Combined sales of Atul Bioscience (100%), Osia Infrastructure (100%), DPD (98%), Atul Rajasthan Date Palms (74%) Rudolf Atul Chemicals (50%), Anaven (50%) and Amal (49.85%) reached their highest (from ` 309 cr) to ` 518 cr. Profit before tax, however, increased from ` 42 cr to only ` 47 cr because of i) poor performance of Atul Bioscience, ii) continuing stabilisation of Atul Rajasthan Date Palms, iii) teething trouble in Anaven, iv) higher input cost in Amal and v) higher interest and depreciation in general. These entities will invest ` 100 cr in 2022-23. Their best days are still ahead. Mandates We continue to focus on the five enduring mandates. One, drive efficiency in manufacturing and other processes; two, pervade ‘R&D’ and ‘information technology’ in every function; three, become world-class in people productivity and remain lean in fixed costs; four, conserve cash even while growing and evolving the future and five, engage with customers on ideas with large potential. We implemented the learnings from the fire in one of the plants at Atul site on April 20, 2022. The assets and loss of profit were adequately insured. A new plant will be built, and meanwhile other actions are underway to gradually regain lost sales. 20 Atul Ltd | Annual Report 2021-22
Atul Foundation Team Atul Foundation further expanded in terms of scope and size to serve communities, the extent of which remains unlimited. In 2021-22, the Foundation strengthened its Education and Empowerment programs: Kalyani School, Atul Vidyalaya, Atul Vidyamandir (PPP3 project), Atul Institute of Vocational Excellence (PPP3 project), four Industrial Training Institutes (PPP3 project), Atul Adhyapika and other projects which in all impacted 22,400 students. Conservation, Health, Infrastructure and Relief programs impacted 68,000 people. You may like to go through the Annual Report 2021-22 and the website of the Foundation. People and organisation Operations, growth and people are three focus areas for our Company. The success in operations and growth, particularly in an environment described by acronyms such as VUCA (Volatile, Uncertain, Complex and Ambiguous) and BANI (Brittle, Anxious, Nonlinear and Incomprehensible) will depend on the competence and motivation of team Atul. It is therefore essential to put people in leadership positions who are self-aware and purpose-led in addition to other qualifications. We strengthened procurement, sales, marketing and business development structure to enhance accountability and customer centricity. Acknowledgements 2021-22 was an unpredictable fiscal, continuing a trend from 2020-21 – I value the incredible commitment of every member of team Atul whose perseverance is delivering products and services and in turn supporting in success of the 4,000 plus customers and our Company. I thank the customers for helping us to continuously improve and grow. I am grateful to the distinguished Non-executive Directors on the Board who are guiding the Management with their experience and wisdom. I appreciate your trust – it puts even more onus on the Management to perform and make our Company grow. Way ahead Although it may be difficult to imagine in these times of hardship and uncertainty, there are boundless opportunities ahead, and I am encouraged because of all those who have continued to work hard even in face of many constraints. I am certain that we will collectively achieve much more together. Although our Company (and our country) will complete 75 years on September 05 (and August 15) this year, it is still early days for us – we will persevere for decisively improving the businesses we are in, launching sensibly related businesses and evolving ideas we have yet to imagine. In essence, we continue to be young at 75. Sincerely, Sunil Siddharth Lalbhai Chairman and Managing Director 1size and growth figures are estimated 2excluding one-time dividend income 3public private partnership In the busyness of business – transportation of materials, plethora of meetings, movement of people, humming of plants, exchange of e-mails, construction of facilities – there is a need to have stillness and provide time for thinking to ensure that we bring enquiry, excellence, innovation and empowerment in all we do. This is what our Company encourages, endorses and expects from all its team members. New sulphur black facility 21 Corporate Overview 01 - 23 Statutory Reports 24 - 109 Financial Statements 110 - 263
Board of Directors Rajendra Shah Mr Rajendra Shah is a Director of the Company since May 1983. He is a Senior Partner of Crawford Bayley & Co, a firm of Solicitors and Advocates. Mr Shah holds a degree in Law from the University of Mumbai and has passed Solicitor exam from the Honourable High Court at Mumbai. Samveg Lalbhai Mr Samveg Lalbhai is a Director of the Company since January 2000 and a Managing Director of the Company since December 2000. Mr Lalbhai holds a graduate degree in Commerce from Gujarat University. Bharathy Mohanan Mr Bharathy Mohanan joined the Company in August 1992 and is aWhole-time Director since January 2009. He is currently President, Utilities and Services and the Occupier of the Company. Mr Mohanan holds a graduate degree in Engineering (Honours) from the University of Calicut. 5 Sunil Lalbhai Mr Sunil Lalbhai is a Managing Director since June 1984 and the Chairman of the Board of the Company since August 2007. Mr Lalbhai holds a postgraduate degree in Chemistry from the University of Massachusetts and a postgraduate degree in Economic Policy and Planning from Northeastern University. 5 3 Susim Datta Mr Susim Datta is a Director of the Company since October 2002. He was the Chairman of Hindustan Unilever Ltd in India and Nepal from 1990 to 1996. Mr Datta holds a postgraduate degree in Science and Technology from the University of Calcutta and is a Chartered Engineer. Bansi Mehta Mr Bansi Mehta is a Director of the Company since April 1992. He is the Chief Mentor in Bansi S Mehta & Co since 2009. Mr Mehta holds a graduate degree in Commerce from the University of Mumbai and is a Fellow Member of the ICAI. 1 2 3 3 4 2 3 6 22 Atul Ltd | Annual Report 2021-22
Srinivas Rangan Mr Srinivasa Rangan is a Director of the Company since July 2010. He is an Executive Director of Housing Development Finance Corporation Ltd. Mr Rangan holds a graduate degree in Commerce from the University of Delhi and is an Associate Member of the ICAI and the ICMAI. Board Committees 1. Audit Committee 2. Corporate Social Responsibility Committee 3. Investment Committee 4. Nomination and Remuneration Committee 5. Risk Management Committee 6. Stakeholders Relationship Committee Chairperson Member Shubhalakshmi Panse Ms Shubhalakshmi Panse is a Director of the Board since March 2015. She was the Chairperson and Managing Director of Allahabad Bank Ltd. Ms Panse holds a postgraduate degree in Science from Pune University and a postgraduate degree in Business Administration from Drexel University. 2 Mukund Chitale Mr Mukund Chitale is a Director of the Company since October 2014. He is a founder of the Chartered Accountancy firm, Mukund M Chitale & Co. Mr Chitale holds a graduate degree in Commerce from the University of Mumbai and is a Fellow Member of the ICAI. 4 Gopi Kannan Thirukonda Mr Gopi Kannan Thirukonda joined the Company in October 1993 and is a Whole-time Director since October 2014. He is currently the Chief Financial Officer. Mr Gopi Kannan holds a graduate degree in Science from the University of Madras and a postgraduate diploma in management from IIMA. He is a Fellow Member of the ICAI, the ICMAI and the ICSI. Baldev Arora Mr Baldev Arora is a Director of the Board since April 2015. He was the Chairman of Cyanamid Agro Ltd and Chairman and Managing Director of Wyeth Lederle Ltd. Mr Arora holds a graduate degree in Mechanical Engineering from the University of Punjab. 6 5 6 1 1 1 3 4 5 23 Corporate Overview 01 - 23 Statutory Reports 24 - 109 Financial Statements 110 - 263
24 Atul Ltd | Annual Report 2021-22 Directors’ Report Dear Members, The Board of Directors (Board) presents the annual report of Atul Ltd together with the audited Financial Statements for the year ended March 31, 2022. 01. Financial results (` cr) 2021-22 2020-21 Sales 4,929 3,460 Revenue from operations 4,993 3,512 Other income 90 104 Total revenue 5,083 3,616 Profit before tax 804 828 Tax expenses (196) (197) Profit for the year 608 631 Balance in retained earnings at the beginning of the year 3,143 2,513 Transfer from comprehensive income (28) (1) Dividend (59) - Balance in retained earnings at the end of the year 3,664 3,143 02. Performance Sales increased by about 42% from ` 3,460 cr to ` 4,929 cr mainly due to higher price levels (of both inputs and finished goods) in 2021-22 and also because of the low sales in Q1 of 2020-21 on account of the COVID-19 pandemic. Sales in India increased by about 32% from ` 1,885 cr to ` 2,479 cr. Sales outside India increased by about 56% from ` 1,575 cr to ` 2,450 cr. Profit before tax decreased by 3% from ` 828 cr to ` 804 cr, mainly due to non-recurring dividend income of ` 55 cr received in 2020-21. Sales of Life Science Chemicals (LSC) segment increased by 29% from ` 1,124 cr to ` 1,445 cr, mainly because of higher sales prices and volume in the sub-segments Crop Protection and Pharmaceuticals; the EBIT decreased by about 4% from ` 199 cr to ` 191 cr. Sales of Performance and Other Chemicals (POC) segment increased by about 49% from ` 2,336 cr to ` 3,484 cr, mainly because of higher sales volume in three sub-segments; the EBIT increased by about 2% from ` 574 cr to ` 586 cr. More details are given in the Management Discussion and Analysis. 03. Dividend and buy-back of equity shares The Board recommends payment of dividend of ` 25 per equity share of ` 10 each fully paid-up. During 2021-22, the Board approved ` 70 cr for buy-back of equity shares through the open market stock exchange route to return surplus funds to the members of the Company and to improve earnings per share by a decrease in the equity base, thereby leading to an long-term increase in value for the members. Till date 53,748 equity shares are bought back at an aggregate consideration of ` 52.72 cr. The buy-back is still in process. 04. Conservationof energy, technologyabsorption, foreign exchange earnings and outgo Information required under Section 134 (3)(m) of the Companies Act, 2013 (the Act ) read with Rule 8 (3) of the Companies (Accounts) Rules 2014 as amended from time to time, forms a part of this report, which is given at page number 30. 05. Insurance The Company has taken adequate insurance to cover the risks to its employees, property (land and buildings), plant, equipment, other assets and third parties. 06. Risk management Risk management is an integral part of business practice of the Company. The framework of risk management concentrates on formalising a system to
25 Corporate Overview 01 - 23 Statutory Reports 24 - 109 Financial Statements 110 - 263 deal with the most relevant risks, building on existing management practices, knowledge and structures. With the help of a reputed international consultancy firm, the Company has developed and implemented a comprehensive risk management system to ensure that risks to the continued existence of the Company as a going concern and to its growth are identified and remedied on a timely basis. While defining and developing the formalised risk management system, leading standards and practices have been considered. The risk management system is relevant to business reality, pragmatic and simple and involves the following: i) Risk identification and definition – Focuses on identifying relevant risks, creating | updating clear definitions to ensure undisputed understanding along with details of the underlying root causes | contributing factors. ii) Risk classification – Focuses on understanding the various impacts of risks and the level of influence on its root causes. This involves identifying various processes, generating the root causes and a clear understanding of risk inter-relationships. iii) Risk assessment and prioritisation – Focuses on determining risk priority and risk ownership for critical risks. This involves assessment of the various impacts taking into consideration risk appetite and the existing mitigation controls. iv) Risk mitigation – Focuses on addressing critical risks to restrict their impact(s) to an acceptable level (within the defined risk appetite). This involves a clear definition of actions, responsibilities and milestones. v) Risk reporting and monitoring – Focuses on providing to the Audit Committee and Board periodic information on risk profile evolution and mitigation plans. Roles and responsibilities Governance The Board has approved the Risk Management Policy of the Company. The Company has laid down procedures to inform the Board on i) to iv) listed above. The Audit Committee | Risk Management Committee periodically reviews the risk management system and gives its recommendations, if any, to the Board. The Board reviews and guides the Risk Management Policy. Implementation Implementation of the Risk Management Policy is the responsibility of the Management. It ensures functioning of the risk management system as per the guidance of the Audit Committee | Risk Management Committee. The Company has a risk management oversight structure in which each sub-segment has a Chief Risk and Compliance Officer. TheManagementatvarious levelstakesaccountability for risk identification, appropriateness of risk analysis, and timeliness as well as adequacy of risk mitigation decisions at both individual and aggregate levels. It is also responsible for the implementation, tracking and reporting of defined mitigation plans, including periodic reporting to the Audit Committee and Board. 07. Internal financial controls The internal financial controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Financial Statements. These include policies and procedures that: i) pertain to the maintenance of records, which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Financial Statements in accordance with Generally Accepted Accounting Principles and that receipts and expenditures are being made only in accordance with authorisations of the Management and Directors of the Company, iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the assets that can have a material effect on the Financial Statements. A reputed international consultancy firm has reviewed the adequacy of the internal financial controls with respect to the Financial Statements. The Management assessed the effectiveness of the internal financial controls over financial reporting as of March 31, 2022, and the Board believes that the controls are adequate. 08. Fixed deposits During 2021-22, the Company did not accept any fixed deposits. 09. Loans, guarantees, investments and security Particulars of loans, guarantees, investments and security provided are given at page numbers 142 and 144. 10. Subsidiary, joint venture and associate companies | entities and joint operation During 2021-22, Atul Healthcare Ltd, Atul Paints Ltd and Sehat Foods Ltd were incorporated as wholly-owned subsidiary companies of the Company. Osia Infrastructure Ltd became a wholly-owned subsidiary of the Company. There were no other changes in the Subsidiary, joint
26 Atul Ltd | Annual Report 2021-22 venture and associate companies | entities and joint operation which were reported earlier. 11. Related party transactions All the transactions entered into with the related parties were in ordinary course of business and on arm’s length basis. Details of such transactions are given at page number 156. No transactions were entered into by the Company that required disclosure in Form AOC-2. 12. Corporate social responsibility Composition of the Corporate Social Responsibility (CSR) Committee, the CSR Policy and the CSR Report are given at page number 34. 13. Annual return Annual return for 2021-22 is available on the website of the Company at: www.atul.co.in/investors/annual-general-meetings/ 14. Auditors Statutory Auditors Deloitte Haskins & Sells LLP, Chartered Accountants (DHS) were appointed as the Statutory Auditors of the Company at the 40th Annual General Meeting (AGM) held on July 28, 2017, until the conclusion of the 45th AGM. The first term of five years of DHS is expiring at the ensuing AGM. Pursuant to Section 139 of the Companies Act, 2013 and Rules made thereunder, the Company can reappoint DHS for a second term of five years. Accordingly, based on the recommendation of the Audit Committee, the Board at its meeting held on April 26, 2022, recommended the reappointment of DHS, as the Statutory Auditors of the Company for second term of five years. DHS will hold the office for a period of five consecutive years from the conclusion of the 45th AGM of the Company till the conclusion of the 50th AGM to be held in the year 2027, subject to the approval of the members of the Company at the ensuing AGM. DHS have given their consent to act as the Auditors and confirmed their eligibility for reappointment. The Auditor’s Report for the financial year ended March 31, 2022, does not contain any qualification, reservation or adverse remark. The report is enclosed with the Financial Statements in this annual report. Cost Auditors TheCompany hasmaintained cost records as required under the Act. The members ratified the appointment of R Nanabhoy & Co as the Cost Auditors for 2021-22 on July 31, 2021. Secretarial Auditors SPANJ & Associates, Company Secretaries, continue to be the Secretarial Auditors for 2021-22 and their report is given at page number 40. 15. Directors’ responsibility statement Pursuant to Section 134(5) of the Act, the Directors confirm that, to the best of their knowledge and belief: 15.1. In preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards have been followed and there are no material departures. 15.2. The accounting policies were selected and applied consistently and judgements and estimates thus made were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period. 15.3. Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. 15.4. The attached annual accounts for the year ended March 31, 2022, were prepared on a going concern basis. 15.5. Adequate internal financial controls to be followed by the Company were laid down and they were adequate and operating effectively. 15.6. Proper systems were devised to ensure compliance with the provisions of all applicable laws and the same were adequate and operating effectively. 16. Directors 16.1. Appointments | Reappointments | Cessations i) According to Article 86 of the Articles of Association of the Company, Mr Gopi Kannan Thirukonda retires by rotation and being eligible, offers himself for reappointment at the AGM scheduled on July 29, 2022. ii) Subject to the approval of the members in the AGM: a) Mr Bharathy Mohanan was reappointed as a Whole-time Director from January 01, 2023 till May 25, 2025. b) Mr Pradeep Banerjee was appointed as an Independent Director effective May 01, 2022, for a period of five years. In the opinion of the Board, the Independent Directors possess integrity, rich experience and expertise relevant to the Company. 16.2. Policy on appointment and remuneration is displayed on the website of the Company at www.atul.co.in/investors/policies The salient features of the Policy are as under:
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