Atul Ltd 2008-09

| Annual Report 2008-09 31 1) A brief statement on philosophy of the Company on Code of Governance The Company firmly believes that only good Corporate Governance will generate value on a sustained basis to all its stakeholders. Corporate Governance primarily concerns transparency, full disclosure of material facts, independence of the Board and fair play with all stakeholders. The Company endeavours to constantly comply with and continuously improve on these aspects with an overall view to earn trust and respect of all its stakeholders. 2) Board of Directors Composition and category of Directors The Board comprises experts drawn from diverse fields|professions. It consists of 10 Members (including one Alternate Director), comprising seven Non- Executive Directors, two Promoter Directors and one Wholetime Director. As against minimum requirement of 50% of the Independent Directors as per the Listing Agreement, Independent Directors account for 70% of the Board’s strength. The Non-Executive Directors are eminent professionals, drawn from amongst persons with experience in business, industry, finance, law and public enterprises. 2.1 Attendance of Directors at Board meetings and last Annual General Meeting; number of other Directorships; Chairmanships|Memberships of committee of each Director Report on Corporate Governance Number Name of Director Board meetings held Annual General Number of Number of and designation during 2008-2009 Meeting on other Member-ships| August 25, 2008 director-ships Chairman-ships held in India (*) on the Committee(s) of the Board (**) Total Attended 01 Mr S S Lalbhai (Chairman and 7 7 Present 3 3|0 Managing Director) 02 Mr N N Wadia (Director), up to 7 0 – 7 0|0 May 31, 2009 03 Mr G S Patel 7 7 Present – 1|1 (Director) 04 Dr S S Baijal 7 6 – 5 3|3 (Director) 05 Mr B S Mehta 7 7 – 14 5|5 (Director) 06 Mr H S Shah 7 5 Present 9 2|3 (Director) 07 Mr S M Datta 7 6 – 14 4|2 (Director)