36 Atul Ltd | Annual Report 2022-23 Corporate Overview Statutory Reports Financial Statements Atul Ltd | Annual Report 2022-23 Atul Ltd Atul House G I Patel Marg Ahmedabad 380 014, Gujarat India Atul Ltd | Annual Report 2022-23 Reconnect | Reimagine | Regrow During the period under review, the Company has complied with the provisions of the Act, rules, regulations, guidelines, standards, mentioned hereinabove and there is adequate compliance management system for the purpose of other sector specific laws as reported hereinabove. We have relied on the representations made by the Company and its officers for systems and mechanisms formed by the Company for compliances under other sector specific laws and regulations applicable to the Company. We further report that the Board of Directors of the Company is duly constituted with proper balance of the Executive Directors and the Non-executive Directors (Independent and Non-independent ). The changes in the composition of the Board that took place during the period under reviewwere carried out in compliance with the provisions of the Act. During the year under review, Mr Bharathy Mohanan ((Director identification number: 00198716) was re-appointed as a Whole-time Director of the Company from January 01, 2023 to May 25, 2025 and Mr Pradeep Banerjee (Director identification number: 02985965) was appointed as an Independent Director of the Company for five years from May 01, 2022 to April 30, 2027 in the Annual General Meeting of the Company held on July 29, 2022. Adequate notice was given to all the Directors to schedule the Board meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the views of the dissenting members are captured and recorded as part of the minutes, wherever required. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with the applicable laws, rules, regulations and guidelines. We further report that during the audit period, there were no specific events | actions having a major bearing on the affairs of the Company in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. Except buy-back offer of equity shares of the Company for an amount not exceeding ` 70 cr at a price not exceeding ` 11,000 per equity share against which the Company had finally bought back 73,296 equity shares from open market through stock exchanges at an average price of ` 9,536.31 per equity share {volume weighted average price calculated in terms of the SEBI (Buy-back of Securities) Regulations, 2018} at an aggregate consideration of ` 69.90 cr. The buy-back was closed on May 09, 2022. For SPANJ & ASSOCIATES Company Secretaries (Ashish C Doshi) Partner Membership number: F3544 Certificate of practice number: 2356 Ahmedabad UDIN: F003544E000226789 April 28, 2023 Peer review certificate number: 702 | 2020 Note: This report is to be read with our letter of even date, which is annexed as Annexure I and forms an integral part of this report.
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