Atul Ltd 2008-09

| Annual Report 2008-09 33 The agenda papers along with notes on agenda containing all necessary information were made available to the Board of Directors well in advance, enabling it to discharge its responsibilities effectively and take informed decisions. When it was not practicable to attach or send the relevant information as a part of the agenda papers, the same was tabled at the meeting or |and presentations were made by the concerned managers to the Board. Considerable time was spent by the Directors on discussions and deliberations at the Board meetings and their active participation was borne by the number of meetings held during the year and attended by the Directors. The information, as required under Annexure I to the Clause 49 of the Listing Agreement, was also made available to the Board of Directors, whenever applicable, for discussion and consideration. 2.3 Agenda and Reports of the Board of Directors meeting, inter- alia, include following Capital expenditure and operating budgets The unaudited quarterly, half-yearly financial results and the audited annual accounts of the Company, both consolidated and on a standalone basis including segment-wise revenues, results and capital employed Declaration of dividend Minutes of the meetings of the Board of Directors, Audit Members and Investor’s Grievance Committees or any other Committee meetings held during the year and also the resolution passed by circulation Cost audit reports Proposal for joint venture, collaboration, merger & acquisition, if any Making of loans or investment, if any Appointment of statutory Auditors, cost Auditors Materially important show cause, demand, prosecution and penalty notices Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems Default in payment of statutory dues, if any Reviewing foreign exchange exposure and exchange rate movement, if material Contracts in which Director(s) are deemed to be interested Matters requiring statutory|Board approval Status on compliance of regulatory|statutory and listing requirements Commission payable to the Directors General notices of interest of the Directors Sale of investments and assets, if any Borrowings in nature of short term, medium term or long term Creation of charge on assets of the Company in favour of lenders 2.4 Directors appointed|ceased during the year (a) Appointed during the year: Mr B N Mohanan as an Additional Director of the Company with effect from January 01, 2009 (b) Resigned during the year: Mr J L Shah, Executive Director, resigned with effect from December 31, 2008 (c) Ceased during the year: Nil 2.5 Review of compliance reports by the Board of Directors Compliance certificates confirming the due compliance with the statutory requirements are placed at the Board Meeting for review by the Directors. A system of ensuring material compliance with the laws, orders, regulations and other legal requirements concerning the business and affairs of the Company is in place. Instances of non-compliance, if any, are also separately reported to the Board and subsequently rectified. 2.6 Code of Conduct At the Board Meeting, held on March 18, 2005, the Board of Directors approved the Code of Conduct applicable to the Directors and the senior management personnel. This Code of Conduct is available at the website of the Company at: www.atul.co.in. All the Board Members and senior management personnel affirmed their compliance with the Code of Conduct. A declaration to this effect signed by the Chairman and Managing Director of the Company forms a part of this Report. 2.7 Subsidiary company As on March 31, 2009, the Company had one wholly-owned non-material Indian unlisted subsidiary company, namely