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69

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, 2015, as

stipulated in Clause 49 of the Listing Agreements of the said Company with the 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 Chartered Accountants LLP

Firm Registration number 102020W | W-100040

Chartered Accountants

(S Venkatesh)

Mumbai

Partner

April 30, 2015

Membership Number: 037942

Auditors’ Certificate regarding compliance of

conditions of Corporate Governance

11.

Certification by the Statutory Auditors

Certificate from the Statutory Auditors of the Company, Dalal & Shah Chartered Accountants LLP, regarding compliance

of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements is forming a part of the

Annual Report.

12.

Declaration by the Chairman and Managing Director

In accordance with Clause 49 I D of the Listing Agreements with the Stock Exchanges, all the Directors and Senior

Management Personnel have, respectively, affirmed compliance with the Code of Conduct as approved and adopted by

the Board.

For Atul Ltd

Mumbai

(S S Lalbhai)

April 30, 2015

Chairman and Managing Director