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Directors Report of Amal Ltd.

Mar 31, 2017

The Board of Directors (Board) presents the Annual Report of Amal Ltd together with the audited financial statement for the year ended March 31, 2017.

01. Financial results

(Rs. 000)

2016-17

2015-16

Revenue from operations

2,86,729

2,58,257

Other income

768

644

Total revenue

2,87,497

2,58,901

Profit | (Loss) from operations before tax and exceptional items

88,866

13,480

Exceptional items: income | (expense)

-

-

Profit | (Loss) for the year after exceptional items

88,866

13,480

Other Comprehensive income (net of tax)

164

161

Profit | (Loss) after tax

89,030

13,641

Balance brought forward

(4,46,785)

(4,60,426)

Balance carried forward

(3,57,755)

(4,46,785)

02. Financial performance

During 2016-17, sales increased by 11% from Rs.2,583 lakhs to Rs.2,867 lakhs. The Company reported a profit of Rs.890 lakhs in 2016-17 against a profit of Rs.136 lakhs in 2015-16.

03. Dividend

The Board regrets its inability to recommend dividend due to carried forward losses.

04. BIFR status

Revised Draft Rehabilitation Scheme (DRS) submitted by the Company through IDBI Bank Ltd (Operating Agency) to the Board for Industrial And Financial Reconstruction (BIFR) was sanctioned by it as Modified Sanctioned Scheme (MS-13) on July 01, 2013. The Company has initiated actions as per MS-13.

The Board approved the proposed merger of the Company with Atul Ltd. A share swap ratio of 1 Equity share of face value of Rs.10 each fully paid up of Atul Ltd for every 50 Equity shares of the face value of Rs.10 each fully paid up of Amal Ltd has been approved at its meeting held on December 05, 2014 subject to BIFR and other statutory approvals. The appointed date of the proposed Scheme was April 01, 2014.

The Company has submitted the Modified Draft Rehabilitation Scheme (MDRS) Covering the proposed merger to the BIFR through the Operating Agency on March 31, 2016 for obtaining their approval. The Central Government vide notification dated November 26, 2016 notified the Sick Industrial Companies (Special Provisions) Repeal Act, 2003 effective December 01, 2016. As a result, the BIFR and the Appellate Authority for Industrial and Financial Reconstruction (AAIFR) were abolished and the Sick Industrial Companies (Special Provisions) Act 1985 got repealed. Pursuant to the aforesaid, all proceedings or appeals of whatever nature pending before the BIFR | AAIFR got abated. Consequently draft merger Scheme pending for approval of the BIFR, got abated. In this regard the Board of Directors in the meeting held on March 24, 2017 decided not to proceed with the Merger Scheme. However, any scheme of revival, which has been sanctioned by the BIFR in the past and under implementation , will continue to be in force. Accordingly, the modified sanctioned scheme (MS-13) approved by BIFR in the past and under implementation, will continue to be in force.

05. Conservation of energy, technology absorption, foreign exchange earnings and outgo

This is given at page number 07.

06. Insurance

The Company has taken adequate insurance to cover the risks to its employees, property, plant and equipment, buildings and other assets and third parties.

07. Risk Management

The Management at various levels takes accountability for risk identification, appropriateness of risk analysis, and timeliness as well as adequacy of risk mitigation decisions at both individual and aggregate levels. It is also responsible for the implementation, tracking and reporting of defined mitigation plans, including periodic reporting to the Audit Committee and the Board.

08. Internal Financial Controls

The Internal Financial Controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Financial Statements.

These include those policies and procedures that

i) pertain to the maintenance of records which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Financial Statements in accordance with Generally Accepted Accounting Principles and that receipts and expenditures are being made only in accordance with authorizations of the Management and the Directors of the Company and iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets that can have a material effect on the Financial Statements.

The Management assessed the effectiveness of the Internal Financial Controls over financial reporting as of March 31, 2017, and the Board believes that the controls are adequate.

09. Fixed deposits

During 2016-17 the Company did not accept any fixed deposits.

10. Related Party Transactions

Particulars of contracts or arrangements with related parties are given in the Notes to Accounts at page number 80.

11. Extract of Annual Return

This is given on page number 07.

12. Auditors

Haribhakti & Co. LLP, Statutory Auditors carried out Audit for the year 2016-17. The relevant notes forming 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.

Haribhakiti & Co. LLP, Statutory Auditors of the Company has desired not to continue as Statutory Auditors from the year 2017-18 onwards in view of their preoccupations.

The Company received a special notice under Section 140(4)(i) of the Companies Act, 2013 from the Members proposing the appointment of Deloitte Haskins & Sells LLP (Deloitte) as the Statutory Auditors. Based on the recommendation of the Audit Committee, the Board at its meeting held on April 21, 2017, recommended the appointment of Deloitte to act as a Statutory Auditors in place of Haribhakti & Co. LLP.

Deloitte gave their written consent showing their willingness to act as Statutory Auditors of the Company.

The Board appointed Nilesh A Pradhan & Co, Practising Company Secretary as the Secretarial Auditor for 2016-17 on April 22, 2016 and his report is given at page number 15.

13. Directors'' responsibility statement

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that to the best of their knowledge and belief:

13.1 The applicable Accounting Standards were followed along with proper explanations relating to material departures in the preparation of the annual accounts.

13.2 The Accounting Policies were selected and applied consistently and judgments 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 at the end of the financial year and of the profit and loss of the Company for that period.

13.3 Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

13.4 The attached annual accounts for the year ended March 31, 2017, were prepared on a going concern basis as the Company has restarted its manufacturing operations at Ankleshwar and intends to expand and diversify its operations as per the revival scheme (MS-13) sanctioned by BIFR.^

13.5 Adequate Internal Financial Controls to be followed by the Company were laid down and the same were adequate and operating effectively.

13.6 Proper systems were devised to ensure compliance with the provisions of all applicable laws and the same were adequate and operating effectively.

14. Directors

14.1 Appointments | Reappointments | Cessations

14.1.1 Mr R Kumar was appointed as the Managing Director effective March 24, 2017.

14.1.2 Mr T R Gopi Kannan retires by rotation and being eligible, offers himself for reappointment at the forthcoming AGM scheduled on June 30, 2017

14.1.3 Mr P N Ogale resigned as the Managing Director effective December 14, 2016. The Board placed on record, appreciation of his services.

14.2 Policies on appointment and remuneration

14.2.1 Appointment

While recommending appointment of the Directors, the Nomination and Remuneration Committee considers the following factors:

i) Qualification: well-educated and experienced in senior leadership positions in industry | profession

ii) Traits: positive attributes and qualities

iii) Independence: criteria prescribed in Section 149 (6) of the Companies Act, 2013 for the Independent Directors, including no pecuniary interest and conflict of interest

14.2.2 Remuneration of the Non-executive Directors: Sitting fees of '' 20,000 for attending meeting of the Board and '' 10,000 for attending any meeting of the Committee thereof.

14.3 Criteria and method of annual evaluation

14.3.1 The criteria for evaluation of performance of a) the Non-independent Directors (Executive) b) the Non- Independent Directors (Non-executive) c) the Independent Directors d) the Chairman e) the Committees of the Board f) the Board as a whole are summarized in the table at the end of the Directors'' Report at page number 05.

14.3.2 The Independent Directors have carried out annual:

i) Review of performance of the Non-independent Directors - Executive

ii) Review of performance of the Non-independent Directors - Nonexecutive

iii) Review of performance of the Chairman

iv) Assessment of quality, quantity and timeliness of the flow of information to the Board

v) Review of performance of the Board as a whole

14.3.3 The Board has carried out annual evaluation of performance of:

i) Its Committees namely Audit, Nomination and Remuneration, Stakeholders Relationship

ii) The Independent Directors

The templates for the above purpose were circulated in advance for feedback of the Directors. In addition, the Chairman also held discussions with the Directors individually.

15. Key Managerial Personnel and other employees

15.1 Appointments and cessations of the Key Managerial Personnel

15.1.1 Mr P N Ogale ceased to be the Managing Director effective December 14, 2016.

15.1.2 Mr R Kumar was appointed as the Managing Director effective March 24, 2017.

15.2 Remuneration

The Remuneration Policy of the Key Managerial Personnel and other employees is as under:

15.2.1 Components

i) Fixed pay

a) Basic salary

b) Allowances

c) Perquisites

d) Retrials

e) Reimbursements

ii) Variable pay

15.2.2 Factors for determining and changing fixed pay

i) Existing compensation

ii) Education

iii) Experience

iv) Salary bands

v) Performance

vi) Market benchmark

15.2.3 Factors for determining and changing variable pay

i) Company performance

ii) Individual performance

iii) Grade

16. Analysis of remuneration

A table containing information in accordance with the provisions of Sections 134 (3)(q) and 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014 is given at page number 22.

The Company is not required to disclose the information required pursuant to Sections 13 (3) (q) and 197 (12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time as there were no employees during 2016-17 drawing remuneration exceeding the limit specified there under.

17. Management Discussion and Analysis

Management Discussion and Analysis Report covering performance, is given at page number 23.

18. Corporate Governance

18.1 Statement of declaration given by the Independent Directors:

The Independent Directors have given declarations under Section 149 (6) of the Companies Act, 2013.

18.2 Report

The Corporate Governance Report is given at page number 24. Details about the number of meetings of the Board held during 2016-17 are given at page number 27. The composition of the Audit Committee is given at page number 31. All the recommendations given by the Audit Committee were accepted by the Board.

18.3 Whistle-blowing policy

The Board, on the recommendation of the Audit Committee, had approved a vigil mechanism (Whistle-blowing Policy). The policy provides an independent mechanism for reporting and resolving complaints pertaining to unethical behavior, actual or suspected fraud and violation of the Code of Conduct of the Company and is displayed on the website (of the Company) at http://www.amal. co.in/pdf/whistle_blowing_policy.pdf No personnel has been denied access to the Audit Committee

19. Acknowledgements

The Board expresses its sincere thanks to all the customers, employees, investors, lenders suppliers, regulatory and Government authorities and the Stock Exchange for their support.

For and on behalf of

the Board of Directors

Mumbai S S Lalbhai

April 21, 2017 Chairman


Mar 31, 2016

Dear Members,

The Board of Directors (Board) presents the Annual Report of Amal Ltd together with the audited statement of accounts for the year ended March 31, 2016.

01. Financial results

(Rs. 000)

2015-16

2014-15

Revenue from operations

2,31,958

1,88,227

Other income

644

2,128

Total revenue

2,32,602

1,90,355

Profit | (Loss) from operations before tax and exceptional items

37,189

(6,271)

Exceptional items: income | (expense)

-

503

Profit | (Loss) for the year after exceptional items

37,189

(5,768)

Tax adjustments

-

-

Profit | (Loss) after tax

37,189

(5,768)

Balance brought forward

(4,34,189)

(4,28,421)

Balance carried forward

(3,97,000)

(4,34,189)

02. Financial performance

During 2015-16, net sales increased by 23% from Rs. 1,882 lakhs to Rs. 2,320 lakhs. The Company reported a profit of Rs. 372 lakhs in 2015-16 against a loss of Rs. 63 lakhs in 2014-15 from operations.

03. Dividend

The Board regrets its inability to recommend dividend due to carried forward losses.

04. BIFR status

Revised Draft Rehabilitation Scheme (DRS) submitted by the Company through IDBI Bank Ltd (Operating Agency) to the Board for Industrial and Financial Reconstruction (BIFR) was sanctioned by it as Modified Sanctioned Scheme (MS-13) on July 01, 2013. The Company has initiated actions as per MS-13.

The Board has approved the proposed merger of the Company with Atul Ltd. A share swap ratio of 1 Equity share of face value of Rs. 10 each fully paid up of Atul Ltd for every 50 Equity shares of the face value of Rs. 10 each fully paid up of Amal Ltd has been approved at its meeting held on December 05, 2014 subject to BIFR and other statutory approvals. The appointed date of the proposed Scheme is April 01, 2014.

The Company has submitted the Modified Draft Rehabilitation Scheme (MDRS) covering the proposed merger to the BIFR through the Operating Agency on March 31, 2016 for obtaining their approval. Upon approval of the Scheme by the BIFR, effect of the Scheme will be given in the books of account.

05. Conservation of energy, technology absorption, foreign exchange earnings and outgo

This is given at page number 07.

06. Insurance

The Company has taken adequate insurance to cover the risks to its employees, property, plant and equipment, buildings and other assets and third parties.

07. Risk Management

The Management at various levels takes accountability for risk identification, appropriateness of risk analysis, and timeliness as well as adequacy of risk mitigation decisions at both individual and aggregate levels. It is also responsible for the implementation, tracking and reporting of defined mitigation plans, including periodic reporting to the Audit Committee and the Board.

08. Internal Financial Controls

The Internal Financial Controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Financial Statements.

These include those policies and procedures that

i) pertain to the maintenance of records which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Financial Statements in accordance with Generally Accepted Accounting Principles and that receipts and expenditures are being made only in accordance with authorizations of the Management and the Directors of the Company and iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets that can have a material effect on the Financial Statements.

The Management assessed the effectiveness of the Internal Financial Controls over financial reporting as of March 31, 2016, and the Board believes that the controls are adequate.

09. Fixed deposits

During 2015-16 the Company did not accept any fixed deposits.

10. Related Party Transactions

Particulars of contracts or arrangements with related parties are given in the Notes to Accounts at page number 71.

11. Extract of Annual Return

This is given on page number 07.

12. Auditors

Haribhakti & Co LLP, the Statutory Auditors (the Auditors) of the Company, will retire at the conclusion of the ensuing Annual General Meeting (AGM). They have given their consent to continue to act as the Auditors for 2016-17, 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 Nilesh A Pradhan & Co, Practising Company Secretary as the Secretarial Auditor for 2015-16 on April 24, 2015 and his report is given at page number 15.

13. Directors'' responsibility statement

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that to the best of their knowledge and belief:

13.1 The applicable Accounting Standards were followed along with proper explanations relating to material departures in the preparation of the annual accounts.

13.2 The Accounting Policies were selected and applied consistently and judgments 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 at the end of the financial year and of the profit and loss of the Company for that period.

13.3 Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

13.4 The attached annual accounts for the year ended March 31, 2016 were prepared on a going concern basis as the Company has restarted its manufacturing operations at Ankleshwar and intends to expand and diversify its operations as per the proposal submitted to the BIFR. The Company has submitted the MDRS to BIFR on covering the proposed merger with Atul Ltd.

13.5 Adequate Internal Financial Controls to be followed by the Company were laid down and the same were adequate and operating effectively.

13.6 Proper systems were devised to ensure compliance with the provisions of all applicable laws and the same were adequate and operating effectively.

14. Directors

14.1 Appointments | Reappointments | Cessations

14.1.1 Mr P N Ogale was appointed as the Managing Director effective July 12, 2015.

14.1.2 Mr S S Lalbhai retires by rotation and being eligible, offers himself for reappointment at the forthcoming AGM scheduled on September 23, 2016

14.1.3 During 2015-16, Mr T T P Shaheel resigned as the Managing Director effective July 11, 2015. The Board placed on record appreciation of his services.

14.2 Policies on appointment and remuneration

14.2.1 Appointment

While recommending appointment of the Directors, the Nomination and Remuneration Committee considers the following factors:

i) Qualification: well educated and experienced in senior leadership positions in industry | profession

ii) Traits: positive attributes and qualities

iii) Independence: criteria prescribed in Section 149 (6) of the Companies Act, 2013 for the Independent Directors, including no pecuniary interest and conflict of interest

14.2.2 Remuneration of the Non-executive Directors: Sitting fees of Rs. 20,000 for attending meeting of the Board and Rs. 10,000 for attending any meeting of the Committee thereof.

14.3 Criteria and method of annual evaluation

14.3.1 The criteria for evaluation of performance of a) the No independent Directors (Executive)

b) the Non- Independent Directors (Nonexecutive) c) the Independent Directors

d) the Chairman e) the Committees of the Board f) the Board as a whole are summarized in the table at the end of the Directors'' Report at page number 05.

14.3.2 The Independent Directors have carried out annual:

i) Review of performance of the No independent Directors - Executive

ii) Review of performance of the Non-independent Directors - Nonexecutive

iii) Review of performance of the Chairman

iv) Assessment of quality, quantity and timeliness of the flow of information to the Board

v) Review of performance of the Board as a whole

14.3.3 The Board has carried out annual evaluation of performance of:

i) Its Committees namely Audit, Nomination and Remuneration, Stakeholders Relationship

ii) The Independent Directors

The templates for the above purpose were circulated in advance for feedback of the Directors. In addition, the Chairman also held discussions with the Directors individually.

15. Key Managerial Personnel and other employees

15.1 Appointments and cessations of the Key Managerial Personnel

15.1.1 Mr T T P Shaheel ceased to be the Managing Director effective July 11, 2015

15.1.2 Mr P N Ogale was appointed as the Managing Director effective July 12, 2015.

15.1.3 Mr A T Mankodi was appointed as the Company Secretary and Compliance Officer effective August 01, 2015.

15.2 Remuneration

The Remuneration Policy of the Key Managerial Personnel and other employees is as under:

15.2.1 Components

i) Fixed pay

a) Basic salary

b) Allowances

c) Perquisites

d) Retrials

e) Reimbursements

ii) Variable pay

15.2.2 Factors for determining and changing fixed pay

i) Existing compensation

ii) Education

iii) Experience

iv) Salary bands

v) Performance

vi) Market benchmark

15.2.3 Factors for determining and changing variable pay

i) Company performance

ii) Individual performance

iii) Grade

16. Analysis of remuneration

A table containing information in accordance with the provisions of Sections 134 (3)(q) and 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given at page number

21.

The Company is not required to disclose the information required pursuant to Sections 13 (3) (q) and 197 (12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time as there were no employees during 2015-16 drawing remuneration exceeding the limit specified there under.

17. Management Discussion and Analysis

Management Discussion and Analysis Report covering performance, is given at page number 23.

18. Corporate Governance

18.1 Statement of declaration given by the Independent Directors:

The Independent Directors have given declarations under Section 149 (6) of the Companies Act, 2013.

1 8.2 Report

The Corporate Governance Report is given at page number 24. Details about the number of meetings of the Board held during 2015-16 are given at page number 27. The composition of the Audit Committee is given at page number 31. All the recommendations given by the Audit Committee were accepted by the Board.

18.3 Whistle-blowing policy

The Board, on the recommendation of the Audit Committee, had approved a vigil mechanism (Whistle-blowing Policy). The policy provides an independent mechanism for reporting and resolving complaints pertaining to unethical behavior, actual or suspected fraud and violation of the Code of Conduct of the Company and is displayed on the website (of the Company) at http://www.amal. co.in/pdf/whistle_blowing_policy.pdf

No personnel has been denied access to the Audit Committee

19. Acknowledgements

The Board expresses its sincere thanks to all the customers, employees, investors, lenders suppliers, regulatory and Government authorities and the Stock Exchanges for their support.

For and on behalf of

the Board of Directors

Mumbai S S Lalbhai

April 22, 2016 Chairman


Mar 31, 2015

Dear Members,

The Board of Directors (Board) presents the Annual Report of Anal Ltd together with the audited statement of accounts for the year ended March 31, 2015.

01. Financial results

(Rs in 000)

2014-15 2013-14

Revenue from operations 1,88,227 1,62,437

Other income 2,128 2,104

Total revenue 1,90,355 1,64,541

Profit | (Loss) from operations before tax and exceptional items (6,271) 4,284

Exceptional items: income (expense) 503 24,884

Profit for the year after exceptional items (5,768) 29,168

Tax adjustments - -

Profit after tax (5,768) 29,168

Balance brought forward (4,28,421) (4,57,589)

Balance carried forward (4,34,189) (4,28,421) 02. Financial performance

During 2014-15, net sales increased by 16% from Rs. 1,624 lacs to Rs. 1,882 lacs. The Company reported a loss of Rs. 63 lacs in 2014-15 against a profit of Rs. 43 lacs in 2013-14 from operations.

03. Dividend

The Board regrets its inability to recommend dividends due to carried forward losses.

04. BIFR status

Revised Draft Rehabilitation Scheme (DRS) submitted by the Company through IDBI Bank Ltd (Operating Agency) to the Board for Industrial and Financial Reconstruction (BIFR) was sanctioned by it as Modified Sanctioned Scheme (MS-13) on July 01, 2013. The Company has initiated actions as per MS-13.

The Board has approved the proposed merger of the Company with Atul Ltd. A share swap ratio of 1 Equity share of face value of Rs. 10 each fully paid up of Atul Ltd for every 50 Equity shares of the face value of Rs. 10 each fully paid up of Amal Ltd has been approved at its meeting held on December 05, 2014 subject to BIFR and other statutory approvals.

The appointed date of the proposed Scheme is April 01, 2014. The Company is in the process of submitting the Modified Draft Rehabilitation Scheme (MDRS) covering the proposed merger to the BIFR through the Operating Agency for obtaining their approval. Upon approval of the Scheme by the BIFR, effect of the Scheme will be given in the books of account.

05. Conservation of energy, technology absorption, foreign exchange earnings and outgo This is given at page number 7.

06. Insurance

The Company has taken adequate insurance to cover the risks to its people, plant and machineries, buildings and other assets, profits and third parties.

07. Risk Management

The Management at various levels takes accountability for risk identification, appropriateness of risk analysis, and timeliness as well as adequacy of risk mitigation decisions at both individual and aggregate levels. It is also responsible for the implementation, tracking and reporting of defined mitigation plans, including periodic reporting to the Audit Committee and the Board.

08. Fixed deposits

During 2014-15 the Company did not accept any fixed deposits.

09. Related Party Transactions

Particulars of contracts or arrangements with related parties are given in the Notes to Accounts at page number 70.

10. Extract of annual Return This is given on page number 7.

11. auditors

Haribhakti & Co LLP, the Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting (AGM). They have given their consent to continue to act as the Auditors for 2015-16, 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 Shareholders appointed R Nanabhoy & Co. as the Cost Auditors for 2015-16 on August 01, 2014.

The Board appointed Nilesh A Pradhan & Co, Practising Company Secretary as the Secretarial Auditor for 2014-15 on April 25, 2014 and his report is given at page number 12.

12. Directors' responsibility statement

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm this to the best of their knowledge and belief:

12.1 The applicable Accounting Standards were followed along with proper explanations relating to material departures in the preparation of the annual accounts.

12.2 The Accounting Policies were selected and applied consistently and judgments 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 at the end of the financial year and of the profit and loss of the Company for that period.

12.3 Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

1 2.4 The attached annual accounts for the year ended March 31, 2015 were prepared on a going concern basis as the Company has restarted its manufacturing operations at Ankleshwar and intends to expand and diversify its operations as per the proposal submitted to the BIFR. The Company is in the process of putting up the MDRS covering the proposed merger with Atul Ltd.

13. Directors

13.1 Appointments Reappointments Cessations

13.1.1 Subject to the approval of the Members in the AGM:

i) Ms S Mahalakshmi was appointed by the Board as an Independent Director, effective August 05, 2014.

ii) Mr T T P Shaheel was appointed by the Board as the Managing Director effective October 18, 2014 and he has resigned on July 11, 2015.

iii) Mr P N Ogale was appointed by the Board as the Managing Director effective July 12, 2015.

13.1.2 According to Article 134 of the Articles of Association of the Company, Mr T R Gopi Kannan retires by rotation and being eligible, offers himself for reappointment at the forthcoming AGM scheduled on September 25, 2015.

13.1.3 During 2014-15 Mr V Koppaka resigned as the Managing Director effective October 18, 2014 and Mr N C Singhal resigned effective February 01, 2015. The Board placed on record appreciation of thier services.

13.2 Policies on appointment and remuneration

13.2.1 Appointment

While recommending appointment of the Directors, the Nomination and Remuneration Committee considers the following factors:

i) Qualification: well educated and experienced in senior leadership positions in industry | profession

ii) Traits: positive attributes and qualities iii) Independence: criteria prescribed in Section 149 (6) of the Companies Act, 2013 for the Independent Directors, including no pecuniary interest and conflict of interest

13.2.2 Remuneration of the Non-executive Directors Sitting fees of Rs. 20,000 for attending meeting of the Board and Rs. 10,000 for attending any meeting of the Committees thereof.

13.3 Criteria and method of annual evaluation

13.3.1 The criteria for evaluation of performance of a) the Non-independent Directors (Non- executive) b) the Independent Directors c) the Chairman d) the Committees of the Board e) the Board as a whole are summarized in the table at the end of the Directors' Report at page number 5.

13.3.2 The Independent Directors have carried out annual:

i) Review of performance of the Non-independent Directors – Non- executive

ii) Review of performance of the Chairperson

iii) Assessment of quality, quantity and timeliness of the flow of information to the Board

iv) Review of performance of the Board as a whole

13.3.3 The Board has carried out annual evaluation of performance of:

i) Its Committees namely Audit, Nomination and Remuneration, Stakeholders Relationship

ii) The Independent Directors

The templates for the above purpose were circulated in advance for feedback of the Directors. In addition, the Chairman also held discussions with the Directors individually.

14. Key Managerial Personnel and other employees

14.1 Appointments and cessations of the Key Managerial Personnel

14.1.1 Mr V Koppaka ceased to be the Managing Director effective October 18, 2014 and Mr T T P Shaheel was appointed as the Managing Director effective October 18, 2014 up to July 11, 2015.

14.1.2 Mr P N Ogale was appointed as the Managing Director effective July 12, 2015.

14.1.3 Mr S R Kalra was appointed as the Chief Financial Officer effective October 16, 2014.

14.1.4 Mr A N Chhajer ceased to be the Company Secretary effective February 05, 2015.

14.2 Remuneration

The Remuneration Policy of the Key Managerial Personnel and other employees is as under:

14.2.1 Components

i) Fixed pay

a) Basic salary

b) Allowances

c) Perquisites

d) Retirals

e) Reimbursements ii) Variable pay

14.2.2 Factors for determining and changing fixed pay

i) Existing compensation

ii) Education

iii) Experience

iv) Salary bands

v) Performance

vi) Market benchmark

14.2.3 Factors for determining and changing variable pay

i) Company performance

ii) Individual performance

iii) Grade

15. analysis of remuneration

A table containing information in accordance with the provisions of Sections 134 (3)(q) and 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given at page number 18.

The Company is not required to disclose the information required pursuant to Sections 134 (3)(q) and 197 (12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time as there were no employee during 2014- 15 drawing remuneration exceeding the limit specified there under.

16. Management Discussion and analysis Management Discussion and Analysis Report covering performance, is given at page number 20.

17. Corporate Governance

17.1 Statement of declaration given by the Independent Directors

The Independent Directors have given declarations under Section 149 (6) of the Companies Act, 2013.

17.2 Report

The Corporate Governance Report 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 number 36. Details about the number of meetings of the Board held during 2014-15 are given at page number 23. The composition of the Audit Committee is given at page number 27. All the recommendations given by the Audit Committee were accepted by the Board.

18. Safety, health and environment

The Company accords high priority to safety, health and environment. It has its own effluent treatment plant at Ankleshwar designed to fully comply with the norms stipulated by the Gujarat Pollution Control Board. The treated water is discharged into common effluent discharge pipeline of Narmada Clean Tech Ltd.

19. acknowledgements

The Board expresses its sincere thanks to all the customers, employees, investors, lenders, suppliers, regulatory and Government authorities and the Stock Exchanges for their support.

For and on behalf of the

Board of Directors



Mumbai S S Lalbhai

July 11, 2015 Chairman


Mar 31, 2014

Dear Members,

The Board of Directors (Board) presents the Annual Report of Amal Ltd, together with the audited statement of accounts for the year ended March 31, 2014.

Financial Results

(Rs. ''000)

2013-14 2012-13

Revenue from operations 162,437 171,610

Other income 2,104 1,492

Total revenue 164,541 173,102

Profit (Loss) from operations before tax and exceptional items 4,284 (6,047)

Exceptional items - (expense) income 24,884 6,178

Profit for the year after exceptional items 29,168 131

Tax adjustments - -

Profit after tax 29,168 131

Balance brought forward (457,589) (457,720)

Balance carried forward (428,421) (457,589)

Performance

Net sales decreased by 7% from Rs. 1,523 lacs to Rs. 1,414 lacs; volumes decreased by 8% and prices increased by 1%. Sales income from steam, a by-product, increased by 11% from Rs. 176 lacs to Rs. 195 lacs; because of better price realisation. Revenue from operations decreased by 5% from Rs. 1,716 lacs to Rs. 1,624 lacs. Profit before tax (PBT) from operations improved from loss of Rs. 61 lacs to profit of Rs. 43 lacs. There was a non-recurring income of Rs. 62 lacs (write-back of provisions) in 2012-13 and Rs. 242 lacs (sale of scrap of a closed plant) in 2013-14. The total PBT therefore increased from Rs. 1 lac to Rs. 292 lacs.

Dividend

The Board regrets its inability to recommend dividend due to carried forward losses.

Management Discussion and Analysis

Management Discussion and Analysis covering performance is given at page no 4.

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 Agreement is given at page no 5 to 18.

Status of Draft Rehabilitation Scheme (DRS) at the Board for Industrial and Financial Reconstruction (BIFR)

The BIFR vide its order dated July 16, 2009 had sanctioned a revival scheme for the Company and the same was modified vide order dated June 18, 2010. As per the sanctioned scheme, the following steps were taken:

- Settled majority of unsecured creditors at 30% of the Principal dues

- Issued Redeemable Preference Shares of Rs. 1,000 lacs to Atul Ltd

- Enhanced capacity of Sulphuric Acid plant to 140 MT per day

Subsequently, the Appellate Authority for Industrial and Financial Reconstruction vide its order dated March 22, 2011 allowed the Appeal filed with it and remanded the case back to the BIFR for considering a revival scheme through an Operating Agency (OA).

The BIFR appointed IDBI Bank Ltd (IDBI) as the OA vide order dated October 11, 2011. IDBI has reviewed the new Draft Rehabilitation Scheme (DRS) and subsequently submitted the same to the BIFR on February 16, 2012 for its review and approval. An Asset Sale Committee was constituted vide BIFR order dated December 06, 2012 and sale of obsolete plant at Atul site was confirmed to the highest bidder at Rs. 242 lacs which was completed during the year and funds realised were utilised for working capital. DRS submitted by the Company (with March 31, 2013 as cut-off date) was sanctioned as Modified Sanctioned Scheme (MS - 13) on July 01, 2013. The Company has initiated actions as per MS - 13.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo and Employees

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, 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. Any Member interested in obtaining such particulars may write to the Company Secretary for a copy. During the year, there were no foreign exchange earnings and outgo.

The Company is not required to disclose 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 as there were no employees during the year drawing remuneration exceeding the limit specified there under.

Insurance

The Company has taken adequate insurance to cover the risks to its people, plants and machineries, buildings and other assets, profits and third parties. Fixed Deposits

The Company has not invited or accepted Fixed Deposits under Section 58A of the Companies Act, 1956, from public during the period under review. Safety, Health and Environment (SH&E)

The Company accords high priority to SH&E. It has its own effluent treatment plant and other equipments at Ankleshwar designed to comply with the norms stipulated by the Gujarat Pollution Control Board. The treated effluent is discharged into common effluent discharge pipeline of Narmada Clean Tech Ltd. DirectorsRs. 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 Sunil Lalbhai retires by rotation and being eligible offers himself for reappointment at the forthcoming Annual General Meeting (AGM) scheduled on August 01,2014. As per the provisions of the Companies Act, 2013, Independent Directors, Mr Naresh Singhal, Mr Sujal Shah and Mr Abhay Jadeja are proposed to be reappointed for a term of five years till March 31, 2019.

Auditors

Haribhakti & Co, 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 April 25, 2014.

Acknowledgements

The Board expresses its sincere thanks to all the employees, customers, suppliers, investors, lenders, regulatory and Government authorities and the Stock Exchanges for their continuing support.

For and on behalf of the Board of Directors

Mumbai (Sunil Lalbhai)

April 25, 2014 Chairman


Mar 31, 2013

Dear Member

The Board of Directors presents the Annual Report of Amal Ltd together with the audited statement of accounts forthe year ended March 31,2013.

Financial results

(Rs. in thousands) 2012-13 2011-12

Revenue from operations 171,610 135,380

Other income 259 172

Total revenues 171,869 135,552

Profit) (Loss) from operations before tax (6,047) (33,973)

Add.-Write back of balancesand prior period provisions not required 6,491 1,962

Less:Write off of balances and short provisions of prior period 313 135

Add|(Less) tax expenses

Add:Write back on settlement with unsecured creditors -

Profit (Loss) aftertax 131 (32,146)

Balance in Statement of Profit and Loss brought forward (457,720) (425,574)

Balance in Statement of Profit and Loss carried forward (5.7,589) (457,720)

Dividend

The Board regrets its inability to recomend dividends due to carried forward losses.

Financial Performance

Net sales grew by 27% to Rs. 1716 lacs. However,the margins were still under pressure and loss reduced significantly compared to previous year; the loss before exceptional items reduced from ^ 340 lacs to Rs. 60 lacs. The reduction in loss was mainly on account of increase in selling prices, better realisation from by-product i.e. steam,control over fixed costs and slight reduction in input price of main raw material i.e. Sulphur.

Insurance

The Company has taken adequate insurance to cover the risks to its people, plant and machineries, buildingsand other assets, profits and third parties.

Directors

According to Article 134 of the Articles of Association of the CompanyMr N C Singhal and Mr T R Gopi Kannan retires by rotation and being eligible offers themselve for reappointment at the forthcoming Annual General Meeting (AGM) scheduled on August 02,2013. Mr S S Lalbhai was reappointed by the members at the last AGM held on July 24,2012.

Corporate Governance

A Report on Corporate Governance along with a certificate from the Statutory Auditors regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed.

Listing

The Company has paid the annual listing fees for the year 2012-13 to Bombay Stock Exchange Ltd andAhmeda bad Stock Excha nge.

Fixed Deposits

The Company has not invited or accepted Fixed Deposits under Section 58A of the Companies Act, 1956, from the public during the period under review.

Safety, Health and Environment (SH&E)

The Company accords high priority to SH&E. The Company has its own effluent treatment plant at Ankleshwar designed to fully comply with the norms stipulated by the Gujarat Pollution Control Board. The treated water is discharged into common effluent discharge pipeline of Narmada CleanTech Ltd.

BIFR Status

The BIFR vide its order dated July 16, 2009 had sanctioned a revival scheme for the Company, and the same was modified vide order dated June 18, 2010. As per the sanctioned scheme, the following steps were taken:

- Settled majority of unsecured creditors at 30% of the Principal dues

- Issued Redeemable Preference Shares of Rs. 10 cr toAtulLtd

- Enhanced capacity of Sulphuric Acid plant to 140MTperday

Subsequently, the Appellate Authority of Industrial and Financial Reconstruction (AAIFR) vide its order dated March 22,2011 allowed the Appeal filed with it and remanded the case back to the BIFR for considering a revival scheme through an - Operating Agency.

Honourable BIFRappointed IDBI Bankasoperating agency vide order dated October 11, 2011. IDBI Bank has reviewed the new Draft Rehabilitation scheme (DRS) and subsequently submitted the sametoBIFRon February 16,2012for its review and approval. As per BIFR advice the Company has revised the DRS with cut-off date as March 31,2013 and the same is under review with BIFR for approval.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo and Employees

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 excluding the information relating to conservation of energy, technology absorption, foreign exchange earnings & 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.

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, 2013 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, 2013 were prepared on a going concern basis as the Company has restarted its manufacturing operations at Ankleshwar site and intends to expand and diversify its operations as per the proposal submitted to the BIFR. Auditors

Haribhakti & Co, 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 2013-14, 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.

Acknowledgements

The Board of Directors expresses its sincere thanks to all the customers, employees, investors, suppliers, regulatory and Government authorities and the Stock Exchanges for their continuing support.

For and on behalf of the Board of Directors

Mumbai Sunil S Lalbhai

April 26,2013 Chairman


Mar 31, 2012

The Board of Directors of Anal Ltd present the Annual Report of the Company together with the audited statement of accounts for the year ended March 31, 2012.

Financial Results

(Rs.thousands)

2011-12 2010-11

Net Sales 135,380.00 131,882.00

Other income 172.0 108.00

Total income 135,552.00 131,990.00

Profit (Loss) from operations before tax (34,021.00) (37,377.00)

Add: Write back of balances and prior period provisions not required 1962.00 3,483.00

Less: Write off of balances and short provisions of prior period 87.00 3,256.00

Add (Less) tax expenses - -

Add: Write back on settlement with unsecured creditors - -

Profit (Loss) after tax (32,146.00) (37,150.00)

Balance in Profit and Loss Account brought forward (425,574.35) (388,424.35)

Balance in Profit and Loss carried forward (457,720.35) (425,574.35)

Adjustments

Less: Waiver from secured loan - -

Less: Restructure of reserves and surplus - -

Accumulated loss after adjustment of general reserve (457,720.35) (425,574.35)

Dividend

The Company incurred loss from operations of Rs 340.21 lacs. The Board regrets its inability to recommend any dividend considering the loss from operations for the year and also the accumulated loss of Rs 4,577.20 lacs as on March 31, 2012.

Finance

The Company is operating without any borrowing from the bank(s) or financial institution(s). It will obtain loans from bank(s) | financial institution(s) for working capital and for executing new projects after obtaining the requisite approvals.

Safety, Health and Environment (SH&E)

The Company accords high priority to SH&E. The Company has its own effluent treatment plant at Ankleshwar designed to fully comply with the norms stipulated by the Gujarat Pollution Control Board. The treated water is discharged into common effluent discharge pipeline of Narmada Clean Tech Ltd.

BIFR Status

The BIFR vide its order dated July 16, 2009 had sanctioned a revival scheme for the Company, and the same was modified vide order dated June 18, 2010. As per the sanctioned scheme, the following steps were taken:

- Settled majority of unsecured creditors at 30% of the Principal dues

- Issued Redeemable Preference Shares of Rs 10 crores to Atul Ltd

- Enhanced capacity of Sulphuric Acid plant to 140 MT per day

Subsequently, the Appellate Authority of Industrial and Financial Reconstruction (AAIFR) vide its order dated March 22, 2011 allowed an Appeal filed with it and remanded the case back to the BIFR for considering a revival scheme through an Operating Agency.

Honourable BIFR appointed IDBI Bank as operating agency vide order dated October 11, 2011. IDBI Bank has reviewed the new Draft Rehabilitation Scheme (DRS) and subsequently submitted the same to BIFR on February 16, 2012 for its review and approval.

Insurance

The Company has taken adequate insurance to cover the risks to its people, plant & machineries, buildings and other assets and third parties.

Directors

The status of the Board of Directors since the last Annual Report till the date of this Report is as under:

Appointment of Mr Shah and Mr Jadeja as Director was approved by the Members in the last Annual General Meeting (AGM) held on August 9, 2011.

According to Article 134 of the Articles of Association of the Company, Mr S S Lalbhai retires by rotation and being eligible offers himself for reappointment at the forthcoming AGM scheduled on July 24, 2012.

Management Committee

The day-to-day management of the Company is vested with the Management Committee which is headed by Mr Vasudev Koppaka as the Managing Director with functional heads as its Members.

Corporate Governance

A Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings & Outgo and Employees

During the year, there were no employees drawing remuneration exceeding the limits been prescribed under Section 217(2A). 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 as amended from time to time, forms 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 Shareholders excluding the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo. Any Shareholder interested in obtaining such information particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy.

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 judgments 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, 2012 and of the loss of the Company for the year ended on that date.

(iii) Proper and sufficient care was taken for the maintenance of 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 Company has restarted its manufacturing operations at Ankleshwar site and intends to expand and diversify its operations as per the proposal submitted to the BIFR. As such, it is considered as a going concern and the attached annual accounts for the year ended March 31, 2012 were prepared on a going concern basis.

Auditors

Haribhakti & Co, the Statutory Auditors will retire at the conclusion of the ensuing AGM. They have given their consent to continue to act as the Statutory Auditors for 2012-13, if appointed.

Acknowledgements

The Board of Directors expresses its sincere thanks to all the customers, employees, investors, suppliers and Stock Exchanges for their continuing support.

For and on behalf of the Board of Directors

Mumbai Sunil Lalbhai

May 05, 2012 Chairman


Mar 31, 2010

The Board of Directors of Amal Ltd present the Annual Report of the Company together with the audited statement of accounts for the year ended March 31, 2010.

Financial Results

(Rs thousands)

2009-10 2008-09

Net sales 49,947.33 -

Other income 2,530.89 3,038.74

Total income 52,478.22 3,038.74

Profit / (Loss) from operation before tax (9248.31) (20,760.30)

Add / (Less) tax expenses 301.57 (338.75)

Profit / (Loss) After Tax (before exceptional transactions) (8,946.74) (21,099.05)

Add: Waiver from unsecured creditors 46,701.64 21,857.13

Profit/ (Loss) After Tax 37,754.90 758.08

Balance in Profit and Loss Account brought forward (556,144.83) (556,902.91)

Balance in Profit and Loss carried forward (518,389.93) (556,144.83) Adjustments:

Less: Waiver from secured loan 59,155.99 -

Less: Restructure of reserves and surplus 70,808.59 -

Accumulated loss after adjustment of general reserve (388,425.35) (556,144.83)



Dividend

The Directors regret their inability to recommend any dividend considering the loss from operations for the year and also the accumulated loss of Rs. 3884 lacs as on March 31, 2010.

Profitability

The Company incurred loss from operations of Rs. 93 lacs though after adjusting for the waiver received on one time settlement with unsecured creditors, it showed Profit After Tax of Rs 378 lacs. It may not be out of place to mention here that the Company made profit from operations of Rs. 38 lacs from its bulk chemicals business. However, after providing for depreciation for its erstwhile manufacturing facilities in Valsad, now closed, the Company incurred the aforementioned loss.

Finance

The Company has started its operations without any borrowing from the banks or financial institutions. It will obtain loans for working capital and even for executing new projects after obtaining requisite approvals.

Safety, Health and Environment

The Company accords high priority to safety, health and environment protection. The Company has its own effluent treatment plant at Ankleshwar designed to fully comply with the norms stipulated by the Gujarat Pollution Control Board. The treated water is discharged into Bharuch Eco Aqua Infrastructure Ltd.

BIFR Status

The Sulfuric Acid plant at Ankleshwar is currently operating at 100 tpd. A proposal was submitted to BIFR on April 22, 2010 requesting for further expansion of Sulfuric Acid plant to 140 tpd and diversification into pMPA, a pharma intermediate. The approval of BIFR has been received on June 18, 2010 and effective steps are being taken to implement this expansion.

Insurance

The Company has taken adequate insurance to cover the risks to its people, plant and machinery, buildings and other assets, profit and third parties.

Directors

The status of the Board of Directors since the last Annual Report till the date of this Report is as under:

1) Mr M S Dutta resigned on July 22, 2010. The Directors place on record their appreciation for his valuable contribution and guidance.

2) Mr S S Lalbhai who is the Chairman and Managing Director of Atul Ltd and Mr T R Gopi Kannan who is the President, Finance and Company Secretary of Atul Ltd, joined on January 21, 2010. Mr Lalbhai has been elected the Chairman with effect from May 25, 2010.

3) Mr B M Trivedi, a chemical engineer from Indian Institute of Technology joined on July 22, 2010. He was the President of Information Technology Unit with Atul Ltd and is now a consultant.

4) Mr N C Singhal joined the Board on July 22, 2010 and was appointed the Chairman of the Audit Committee on that date. Mr Singhal was the Vice Chairman and Managing Director of erstwhile SCICI Ltd.

Management Committee

The day-to-day management affairs of the Company are vested with the Management Committee which is headed by Mr Vasudev Koppaka as the Managing Director and has other functional heads as its members.

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.

Information regarding conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo

During the year there were no employees in the Company drawing remuneration exceeding the limits prescribed under Section 217(2A). 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 as amended from time to time, forms 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 shareholders of the Company excluding the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo. Any shareholder interested in obtaining such information | particulars may inspect the same at the Registered Office of the Company or write to the Chief Operating Officer for a copy.

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 judgments 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, 2010 and of the profit of the Company for the year ended on that date.

(iii) Proper and sufficient care was taken for the maintenance of 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 Company has restarted its manufacturing operations at Ankleshwar site and intends to expand and diversify its operations as per the proposal submitted to BIFR. As such, it is considered as a going concern and the attached annual accounts for the year ended March 31, 2010 were prepared on a going concern basis.

Auditors and Auditors’ Report

V R Parekh & Co, the Auditors of the Company are not desirous of being reappointed. The Company had approached Haribhakti & Co, Chartered Accountants, who have consented to act as Auditors, if appointed. The Members are requested to appoint them and fix their remuneration.

The relevant notes forming 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.

Acknowledgements

The Board of Directors expresses its sincere thanks to all the customers, employees, investors, lenders and suppliers for their continuing support.



For and on behalf of the Board of Directors

Sunil S Lalbhai Chairman

Valsad

July 22, 2010

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