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47

To the Members of Atul Ltd

We have examined the compliance of conditions of Corporate Governance by Atul Ltd, for the year ended March 31, 2014, as

stipulated in Clause 49 of the Listing Agreements of the said Company with Stock Exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was carried

out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing

Agreements), issued by The Institute of Chartered Accountants of India and was limited to procedures and implementation

thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit

nor an expression of opinion on the Financial Statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company

has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreements.

We state that such compliance is neither an assurance as to the future viability nor the efficiency or effectiveness with which the

Management has conducted the affairs of the Company.

For Dalal & Shah

Firm Registration No. 102020W

Chartered Accountants

(Anish P Amin)

Mumbai

Partner

May 02, 2014

Membership Number: 040451

Auditors’ Certificate regarding compliance of

conditions of Corporate Governance