untitled

| Annual Report 2008-09

declined towards the end of the year).

Libor rates declined and the interest rates

linked to them also declined resulting in

savings. Efforts are on to shrink the

interest as a % of sales through

improvement in working capital efficiency

and higher utilisation of assets as well as

replacement of high-cost debt with

cheaper loans.

The Company follows a prudent financial

policy and aims to maintain an optimum

financial gearing. The debt to equity ratio

was 0.87 as at March 31, 2009. The

Company repaid loans of Rs61 crores

(net) during the year.

Loans taken were used for the purpose

that they were sanctioned for by

the respective banks or financial

institutions.

The Company takes forward contracts

and uses other basic derivative products

from time to time as permitted by the RBI

to cover its net exports. These are purely

based on the actual exposure or likely

future anticipated export receivables, but

never in the nature of speculation. The

Company does not hold or issue

derivative financial instruments for

trading or speculative purposes and all

derivative transactions entered into by

the Company are to mitigate or offset the

risks that arise from normal business

activities only.

The Board wishes to thank the banks and

financial institutions for their continued

support in meeting various long-term,

short-term and emerging credit needs.

Insurance

The Company took adequate insurance

to cover the risks to its assets, profits,

employees and third parties.

Directors

Mr J L Shah resigned as an Executive

Director with effect from December 31,

2008; the Board places on record its

appreciation for the contribution made

by Mr Shah. Mr B N Mohanan was

appointed as an Additional Director

(Wholetime) on January 01, 2009.

According to Article 134 of the Articles

of Association of the Company, Dr K

Aparajithan and Mr G S Patel retire by

rotation and being eligible offer

themselves for reappointment at the

forthcoming Annual General Meeting

scheduled on August 07, 2009.

Corporate Governance

A Report on Corporate Governance along

with a certificate from the Auditors of the

Company regarding compliance of the

conditions of Corporate Governance

pursuant to Clause 49 of the Listing

Agreement is annexed.

Fixed deposits

As at March 31, 2009, fixed deposits

amounting to Rs38 lacs were not claimed

by the depositors from the Company. The

fixed deposits which matured on or

before March 31, 2002, but remained

outstanding since then were transferred

to the Investor Education & Protection

Fund as required under Section 205 C of

the Companies Act, 1956.

Information regarding

conservation of energy,

technology absorption,

foreign exchange earnings

and outgo, employees and

subsidiary companies

Information required under Section

217(1)(e) of the Companies Act, 1956,

read with Rule 2 of the Companies

(Disclosure of Particulars in the Report

of the Board of Directors) Rules, 1988

and information as per Section 217(2A)

of the Companies Act, 1956, read

with the Companies (Particulars of

Employees) Rules, 1975, as amended

from time to time, forms a part of this

Report. However, as per the provisions of

Section 219(1)(b)(iv), the Report and

accounts are being sent to all the

Members of the Company excluding the

information relating to conservation of

energy, technology absorption, foreign

exchange earnings and outgo and the

statement of particulars of employees.

Any shareholder interested in obtaining

such particulars may inspect the same

at the registered office of the Company

or write to the Company Secretary for

a copy.

The Company has five wholly-owned

subsidiary companies namely, Ameer

Trading Corporation Limited, Atul

Americas Inc., Atul Deutschland GmbH,

Atul Europe Limited and Atul

International Trading (Shanghai) Co.

Limited. The Company got exemption

from attaching the details as provided

under Section 212(1) of the Companies