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Atul Ltd | Annual Report 2013-14
Corporate Governance
A Report on Corporate Governance along with the certificate
from the Statutory Auditors regarding compliance of the
conditions of Corporate Governance pursuant to Clause 49 of
the Listing Agreements is given at page no 34 to 47.
Conservation of Energy, Technology Absorption,
ForeignExchangeEarningsandOutgoandEmployees
Information requiredunder 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 excluding the information relating to conservation
of energy, technology absorption, foreign exchange earnings
and outgo and the statement of particulars of employees. Any
Member 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.
Insurance
The Company has taken adequate insurance to cover the risks
to its people, plants and machineries, buildings and other
assets, profit and third parties.
Fixed Deposits
The fixed deposits which matured on or before March 31,
2007, but remained outstanding since then were transferred
to the Investor Education and Protection Fund as required
under Section 205 C of the Companies Act, 1956.
Subsidiary Companies
The Company has fourteen subsidiary companies namely, Atul
Bioscience Ltd, Atul Biospace Ltd, Atul Rajasthan Date Palms Ltd,
Aasthan Dates Ltd, Biyaban Agri Ltd, Raja Dates Ltd, DPD Ltd, Atul
USA Inc, Atul Europe Ltd, Atul Deutschland GmbH, Atul China
Ltd, Atul Brasil Quimicos Ltda, Ameer Trading Corporation Ltd
and Atul Infotech Pvt Ltd .
Pursuant to the general exemption granted by the Central
Government, details as provided under Section 212 (1) of the
Companies Act, 1956 in respect of the subsidiary companies are
not attached. However, the Investors may seek the copies of the
Annual Reports and related detailed information of the subsidiary
companies by writing to the Company Secretary at the Registered
office.
Directors’ Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956,
the Directors confirm that to the best of their knowledge and
belief:
(i)
In the preparation of the annual accounts, the
applicable Accounting Standards were followed
(ii)
Such Accounting Policies were selected and applied
consistently and such judgements and estimates were
made that were reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company
as on March 31, 2014 and of the profit of the Company
for the year ended on that date
(iii)
Proper and sufficient care was taken to maintain
adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities
(iv)
The attached annual accounts for the year ended March
31, 2014 were prepared on a going concern basis
Directors
According to Article 134 of the Articles of Association of the
Company, Mr B N Mohanan and Mr B S Mehta retire by rotation
and being eligible offer themselves for reappointment at the
forthcoming Annual General Meeting (AGM) scheduled on July
25, 2014.
Subject to the approval of the Members in the AGM:
• Mr B N Mohanan was reappointed as a Whole-time
Director of the Company effective January 01, 2014.
• Mr S Nammalvar was appointed as an Alternate Director
(in whole-time capacity) to Mr B N Mohanan, Whole-time
Director effective March 28, 2014.
Reappointment of Independent Directors is proposed till March
31, 2019 in the AGM Notice.
Auditors
Dalal & Shah, the Statutory Auditors of the Company, will
retire at the conclusion of the ensuing AGM. They have given
their consent to continue to act as the Auditors for 2014-15, if
reappointed.
The relevant notes forming a part of the accounts are self
explanatory and give full information and explanation in respect
of the observations made by the Auditors in their Report.
The Board appointed R Nanabhoy & Co as the Cost Auditors for
2014-15 on May 02, 2014.
Acknowledgements
The Board expresses its sincere thanks to all the employees,
customers, suppliers, investors, lenders, regulatory and
Government authorities and Stock Exchanges for their
continuing support.
For and on behalf of
the Board of Directors
Mumbai
(Sunil S Lalbhai)
May 02, 2014
Chairman and Managing Director