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Amal Ltd Annual Report 2009-10

Am

al Ltd A

nnual Report 2009-10

Forward Looking StatementsIn this Annual Report, we have shared information and

made forward looking statements to enable investors

to know our product portfolio, business logic and

direction and comprehend our prospects. Such and

other statements - written and oral - that we may

periodically make are based on our assumptions.

We have tried wherever possible to identify such

statements by using words such as ‘anticipate’,

‘estimate’, ‘intend’, ‘plan’, ‘project’ and words of

similar substance in connection with any discussion of

future performance. We cannot guarantee that these

forward looking statements will be realized although

we believe we have been prudent in our assumptions.

the achievement of results is subject to uncertainties,

risks and even inaccurate assumptions. If uncertainties

or known or unknown risks materialize or if underlying

assumptions prove inaccurate, actual results can vary

materially from those anticipated, estimated, intended,

planned or projected. Readers may please bear this in

mind. We undertake no obligation to publicly update

any forward looking statements, whether as a result of

new information, future events or otherwise.

Logo the logo portrays a diya whose constituents are an

earthen pot, ghee, a wick and a flame. Our actions

(symbolized by the ghee) will remain within the

boundary of ethics (symbolized by the earthen pot)

and we will through hard work (symbolized by the

wick) achieve our purpose (symbolized by the flame).

Contents

02 Purpose and Values

04 Overview by the Chairman

05 Letter from the Managing Director

06 Directors’ Report

09 Management Discussion and Analysis

11 Report on Corporate Governance

25 Notice

35 Financial Statements

Amal Ltd Annual Report 2009-102 /

Powered by Purpose

We are a company committed to significantly enhancing value for all our stakeholders by:

fostering a spirit of continuous learning and

innovation,

using science and technology in a responsible way,

providing high quality products and services, and

becoming the most preferred partner,

having people who practice values and high standards

of behaviour,

seeking sustained, dynamic growth and securing

long term success,

taking responsible care of the surrounding

environment, and

improving the quality of life of the communities

we operate in.

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Driven by Values

In an environment where change is a way of life, continuity of Values is fundamental to us. We have therefore formalised key Values and are committed to institutionalise them:

Integrity

The foundation of every relationship is trust, and

trust is based on Integrity. Integrity means working

with honesty, following the highest standards of

professionalism. Integrity is when our decisions and

actions remain consistent with our thoughts and

words, written or spoken.

Understanding

How well one works with others depends on his (her)

ways to connect, and this in turn is based on his

(her) level of Understanding of human relationships.

Understanding does not mean accepting poor

performance, but it means doing it the right way.

Understanding is not only an external manifestation,

but also an internal realisation.

Unity

Living in a state of oneness brings Unity. Unity means

working together and taking advantage of synergy

while harnessing unique abilities of each individual

to achieve a larger goal. Unity is the realisation that

though we may work in different areas, we are finally

interconnected and that interdependence is a higher

order of living than independence; though we may

be many, we share a common destiny.

Responsibility

Responsibility implies doing whatever it takes to

deliver value and taking ownership of our actions.

Responsibility must also give rise to the realisation

that what is good for the business must be in the

overall good; in other words, working in the spirit of

trusteeship not only for the shareholders, but also for

other stakeholders such that ultimately what comes

from the society goes back to it many times over.

Excellence

Excellence is a drive that is more from inside than

outside; it is about one seeking to continuously

improve and better performance. Excellence means

endeavouring to achieve the highest possible

standards in our day to day work; it means to develop

an inspiring and substantial vision and realise it. In

many ways, Excellence is also a journey, not simply a

destination in itself.

We will seek to create an environment wherein the aforementioned Values are consistently practised and nurtured and ensure that they are not compromised to realise short term gains.


Dear Friends,

Even as the performance of Amal has been dismal more often than not and the confidence of the stakeholders may have got shaken and though we are living through difficult and uncertain times, the Management of the Company is committed to rebuild the business and actively shape its future.

Once the Board of Industrial Finance and Restructuring (BIFR) approved the revival scheme on July 17, 2009, the Company took initiatives to build the foundation for the future. Some quick actions have been completed, but a lot more will have to be done to grow in a sustainable way.

Two projects have already been identified: one, to debottleneck the capacity of the existing plant and two, to introduce a new product in which the Company will be able to effectively compete worldwide. The challenge is to undertake these projects without too much leveraging the Balance Sheet.

The Company has also developed a new logo as explained in the inner cover page; the objective is to work with a renewed mindset. Furthermore, being a company promoted by Atul Ltd, the Company has adopted and is pursuing common Purpose and Values and will stand by them in conducting its business.

Mr Naresh Singhal, former Vice Chairman and Managing Director of Shipping Credit and Investment Corporation of India Ltd and Mr Bharat Trivedi, former President of Information Technology of Atul Ltd have joined the Board of the Company as Independent Non-executive Directors.

Mr Vasudev Koppaka, President of Aromatics Division of Atul, has been appointed as the Managing Director of

the Company; Mr Gopi Kannan Thirukonda, President, Finance of Atul Ltd and I have also joined the Board as Non-executive Directors.

The Audit Committee has decided to assign the internal audit function to Ernst & Young. Furthermore, the Board has recommended appointment of Haribhakti & Co as the new Statutory Auditors of the Company. Both Ernst & Young and Haribhakti & Co are reputed firms in the two respective functions.

I am looking forward to the future wherein the Company will grow faster and fulfill its obligation of serving all its stakeholders in many ways. This will happen as the people of Amal will face without fear the challenges and garner that enduring human Spirit that does not quit.

I seek your support on the path to the future.

With best wishes,

Sincerely,

Sunil S Lalbhai

Chairman

Valsad

July 22, 2010

Overview by the Chairman

The lessons from the past will only bring out the best in us and help us to recover such that Amal will emerge stronger than ever before. Sunil S Lalbhai

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Letter from the Managing Director

Dear Friends,

I am delighted to write to you my first letter as the Managing Director of Amal, the position I am privileged to hold since July 22, 2010. The business environment is volatile and the task on hand of reviving our Company may not be easy, but the test of leadership and Management is to perform ‘in all seasons’, and I want to assure you that my colleagues and I are committed to do all that is required to significantly enhance the performance.

Sales remained low at Rs 525 lacs and loss from operations was Rs 93 lacs. As a consequence of receiving the approval from the Board for Industrial Finance and Restructuring to the revival scheme, waivers from creditors were credited to the Profit and Loss Account resulting in a net profit of Rs 378 lacs.

We signed an agreement on June 01, 2010 to supply excess steam coming from Sulfuric Acid plant to a neighbouring company. We are now in the process of further debottlenecking Sulfuric Acid plant to 140 tonnes per day (tpd); the same will be completed during this fiscal. We are also actively pursuing a project to manufacture a chemical intermediate used in the pharmaceutical industry and will shortly decide the way forward. Both these projects are sanctioned by the BIFR.

During the first quarter of the current fiscal, sales have reached Rs 449 lacs from Rs 1.84 lacs and profit from operations was Rs 60.39 lacs as against a loss of Rs 37.98 lacs. Barring unforeseen circumstances, we will improve the performance of our Company during the current fiscal. We are also working and have already improved the manufacturing site at

Ankleshwar as you will be able to notice from the photographs on page 9.

The Company has an accumulated loss of Rs 3884 lacs and we will work to wipe out the loss as well as the consequent negative net worth as soon as possible. In addition, we are exploring other projects which are in sync with our existing operations and beyond. Finally, we are in the process of revaluing our assets so as to correctly reflect their market value and on that basis the net worth of our Company. This exercise will be completed during 2010-11.

I want to take this opportunity to thank the employees for standing by the Company in difficult times and showing their long term commitment and dedication. I also wish to thank the Directors on the Board of the Company for their advice and guidance. We are in the process of approaching the banks for providing the working capital facilities as well as the long term loans which will be required for executing the above projects.

In this journey of rebuilding our Company, I look forward to your support.

With best wishes,

Sincerely,

Vasudev Koppaka

Managing Director

Valsad July 22, 2010


Directors’ Report

Dear Members,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(` 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)

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DividendThe Directors regret their inability to recommend any

dividend considering the loss from operations for the

year and also the accumulated loss of ` 3884 lacs as

on March 31, 2010.

ProfitabilityThe Company incurred loss from operations of ̀ 93 lacs

though after adjusting for the waiver received on one

time settlement with unsecured creditors, it showed

Profit After Tax of ` 378 lacs. It may not be out of

place to mention here that the Company made profit

from operations of ` 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 StatusThe 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.

InsuranceThe Company has taken adequate insurance to cover

the risks to its people, plant and machinery, buildings

and other assets, profit and third parties.

DirectorsThe 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 CommitteeThe 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 GovernanceA 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.


For and on behalf of the Board of Directors

Valsad Sunil S Lalbhai

July 22, 2010 Chairman

Information regarding conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and OutgoDuring 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 StatementPursuant 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’ ReportV 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.

AcknowledgementsThe Board of Directors expresses its sincere thanks to all

the customers, employees, investors, lenders and suppliers

for their continuing support.

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Management Discussion and Analysis

OperationsThe Company manufactures Sulfuric Acid, Oleum 65%, Oleum 25%, Sulfur Trioxide and Sulfur Dioxide at its

manufacturing site at Ankleshwar; these are bulk chemicals manufactured from Sulfur. The plant is currently

operating at 100 tpd and effective steps are being taken to expand the capacity to 140 tpd. The benefit of

this initiative is expected from the current fiscal. The Company at this time is not manufacturing H-acid at its

Valsad site.

Amal Ltd Annual Report 2009-1010 / 11

Bulk chemicals are used in several industries; Construction,

Paint & Coatings, Crop Protection, Dyestuff, Flavour &

Fragrance, Pharmaceutical, Polymer, etc. These chemicals

are generally sold within a radius of 150 km or less of

the manufacturing site. Many companies have such plants

mainly for their captive consumption. Dye intermediates

are used in the manufacture of dyestuffs. China and India

are the two largest manufacturers of dyestuffs in the

world, the former much bigger than the later.

The Company is exploring new value added products

which are in sync with the existing operations. Meanwhile,

it is debottlenecking the capacity of its bulk chemicals

and will supply excess steam of its Sulfuric Acid plant to

a neighbouring company for which an agreement has

been signed during the current fiscal. It is also considering

manufacture of pMPA, a pharma intermediate. Bulk

chemicals are cyclical in nature, and the business of the

Company still revolves mainly around bulk chemicals. On

the whole, the performance is expected to improve.

Internal Controls The Company has developed over the years and put in

place a reasonable internal control system for safeguarding

the assets of the Company to prevent and detect fraud or

any other irregularity.

Human Resources The production and sales activities of the Company have

started at Ankleshwar and recruitment of manpower

has been done to support the activities. However, all the

workmen and management staff at Valsad plant were

relieved. The Company is having a small team of employees

at its Head Office for attending to day-to-day work.

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Report on Corporate Governance

The human voice can never reach

the distance that is covered by the

still small voice of conscience.

- Mahatma Gandhi


1. Philosophy Transparency and accountability are the two basic

tenets of Corporate Governance. The Company

is proud to belong to a group whose founder

lived his life with eternal values and built the

business enterprises on the foundation of good

governance.

The Company is committed to conducting business

the right way which means taking decisions and

acting in a way that is ethical and is in compliance

with the applicable legal requirements. It will

endeavour to continuously improve its Corporate

Governance performance with an overall view to

earn trust and respect of all its stakeholders.

The Board of Directors of the Company is

responsible for and is committed to good

Corporate Governance and plays a critical role in

overseeing how the Management serves the short

and long term interests of the shareholders and

other stakeholders.

2. Board of Directors2.1 Board Business

The normal business of the Board comprises:

2.1.01 Approving capital expenditure and operating

budgets

2.1.02 Approving the unaudited quarterly, half-yearly

financial results and the audited annual accounts

of the Company, both consolidated and on a

standalone basis including segment-wise revenues,

results and capital employed

2.1.03 Recommending | approving declaration of

dividend

2.1.04 Noting minutes of the meetings of the Board of

Directors, Audit Committee, Shareholders’ and

Investors’ Grievance Committees or any other

Committee meetings held during the year and also

the resolution passed by circulation

2.1.05 Approving cost audit reports

2.1.06 Approving proposals for joint ventures,

collaborations, merger & acquisitions

2.1.07 Approving loans or investments

2.1.08 Recommending appointment of Statutory Auditors

and approving appointment of Cost Auditors

2.1.09 Reviewing materially important show cause,

demand, prosecution and penalty notices

2.1.10 Reviewing fatal or serious accidents, dangerous

occurrences, any material effluent or pollution

problems

2.1.11 Reviewing default in payment of statutory dues

2.1.12 Reviewing foreign exchange exposure

and exchange rate movement, if

material

2.1.13 Approving contracts in which Director(s) are

deemed to be interested

2.1.14 Approving matters requiring statutory | Board

consent

2.1.15 Reviewing status on compliance of regulatory |

statutory and listing requirements

2.1.16 Approving commission payable to the Directors

within limit set by the shareholders

2.1.17 Noting general notices of interest of the Directors

2.1.18 Approving sale of investments and assets

2.1.19 Approving borrowings in nature of short term,

medium term or long term

2.1.20 Approving creation of charge on assets of the

Company in favour of lenders

2.2 Appointment and Tenure

In accordance with provisions contained in Article

131 of Articles of Association and Section 256 of

The Companies Act, 1956 and other applicable

provisions, 2/3rd of the Directors are rotational

Directors. 1/3rd of rotational Directors retire in

every Annual General Meeting (AGM) and if eligible

offer themselves for reappointment. The Managing

Director is appointed by the Members for a period

of five years.

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2.3 Composition, Name, Other Directorships | Committee Memberships

The Board comprises of experts drawn from diverse fields| professions. It consists of 8 Members (of which

Mr M S Dutta resigned on July 22, 2010), comprising three Promoter Directors (including one Executive

Director, namely Mr Koppaka) and five Independent Directors. As against minimum requirement of 50%

of the Independent Directors as per the Listing Agreement, Independent Directors account for 63% of the

strength of the Board.

Number Name Directorships

in other

companies ¹

Memberships of

the Committee(s)

of the Board²

Chairmanships of

the Committee(s)

of the Board²

Promoter Directors

1

Chairman

Mr S S Lalbhai

(w.e.f. May 25, 2010)

5 3 -

2

Managing Director

Mr V Koppaka

(w.e.f. July 22, 2010)

3 1 1

3

Mr T R Gopi Kannan

(Additional Director w.e.f.

January 21, 2010)

4 - -

Independent Directors

4 Dr R Vishnoi 2 2 2

5 Mr G R Parekh - 2 -

6Mr M S Dutta

(up to July 22, 2010)1 2 -

7

Mr B M Trivedi


July 22, 2010

- - -

8

Mr N C Singhal


July 22, 2010)

8 - -

1 excludes Alternate Directorships and Directorships in foreign companies and private limited companies

² in compliance with Clause 49, Memberships|Chairmanships of only the Audit Committees and

Shareholders’ | Investors’ Grievance Committees of all public limited companies including Amal Ltd were

considered


2.4 Board Meetings

The Board meeting dates were normally determined well in advance. During the year, the Board met four times:

Number Day Date Venue

1 Friday June 26, 2009 Valsad

2 Monday July 27, 2009 Valsad

3 Friday October 23, 2009 Valsad

4 Thursday January 21, 2010 Valsad

2.5 Attendance at the Board meetings and at the AGM

Number Name Attendance AGM on September 24, 2009

Total Attended

1 Mr S S Lalbhai 1 1 N.A.

2 Mr V Koppaka 4 3 Present

3 Dr R Vishnoi 4 3 Present

4 Mr G R Parekh 4 4 Present

5 Mr M S Dutta 4 3 Present

6 Mr B M Trivedi - - N.A.

7 Mr N C Singhal - - N.A.

8 Mr T R Gopi Kannan 1 1 N.A.

N.A.: Not Applicable

2.6 Appointment | Cessation during the year

Appointed: Mr S S Lalbhai and Mr T R Gopi

Kannan were appointed as Additional Directors

with effect from January 21, 2010

Resigned: Nil

Ceased: Nil

2.7 Remuneration

No remuneration was paid to any Director.

The Directors have voluntarily decided to forgo

accepting any remuneration for the year.

3. Committees of the Board The Board has following Committees:

Audit Committee

Share Transfer and Shareholders’ | Investors’

Grievance Committee

3.1 Audit Committee

3.1.1 Role

i) Overseeing of the financial reporting process of the Company and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible

ii) Recommending to the Board, the appointment and removal of the External Auditor, fixation of audit fee and also approval for payment for any other services

iii) Reviewing matters under the Director’s Responsibility Statement to be included in the Board’s report in terms of Clause (2AA) of Section 217 of The Companies Act,

1956

iv) Mandatory reviewing of the following

information

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Qualifications in the draft audit report

Going concern assumption

vi) Reviewing with the Management,

External and Internal Auditors, the

adequacy of internal control systems

vii) Reviewing adequacy of internal audit

function, including the structure of

the internal audit department, staffing

and seniority of the official heading

the department, reporting structure

coverage and frequency of internal

audit

viii) Discussing with internal Auditors on

any significant findings and follow up

thereon

ix) Reviewing findings of any internal

investigations by the Internal Auditors

into matters where there is suspected

fraud or irregularity or a failure of

internal control systems of a material

nature and reporting the matter to the

Board

x) Discussing with the Auditors before the

audit commences regarding nature and

scope of the audit as well as to have

post-audit discussion to ascertain any

area of concern

xi) Reviewing financial and risk management

policies of the Company

xii) Reviewing reasons for substantial

defaults, if any in the payment to

the depositors, debenture holders,

Members (in case of non payment of

declared dividends) and creditors

xiii) Discussing with the Auditors,

periodically, about internal control

systems, the scope of audit including

the observations of the Auditors and

review the half-yearly and annual

Management Discussion and Analysis

of financial condition and results of

operations

Statement of significant related

party transactions (as defined by the

Audit Committee), submitted by the

Management

Internal audit reports relating to

weaknesses in internal control

Appointment, removal and terms of

remuneration of the Chief Internal

Auditor

Management letters | letters of internal

control weaknesses issued by the

Statutory Auditors

v) Reviewing, with the Management, the

quarterly | annual financial statements

before submission to the Board, with

particular reference to :

Changes, if any, in accounting policies

and practices and reasons for the same

Major accounting entries involving

estimates based on the exercise of

judgment by Management

Significant adjustments made in the

financial statements arising out of audit

findings

Compliance with accounting standards

Compliance with listing and other

legal requirements relating to financial

statements

Disclosure of any related party

transactions i.e., transactions of the

Company of material nature, with

promoters or the Management, their

subsidiaries or relatives etc. that may

have potential conflict with the interests

of company at large


financial statements before submission to

the Board

xiv) Ensuring compliance of internal control

systems

xv) Formulating the Code of Conduct and

related matters

xvi) Periodically reviewing of compliance reports

of all laws applicable to the Company as

well as steps taken to rectify instances of

non-compliances

xvii) Determining procedures about the

risk assessment and minimisation and

periodically review to ensure that the

executive management control risks through

means of a properly defined framework

xviii) Reviewing uses | applications of funds

raised through public | right | preference

issues by major categories vis-à-vis the

purposes narrated in the offer document |

prospectus | notice

xix) Carrying out any other function as is

mentioned in the terms of reference of the

Audit Committee

3.1.2 Composition

The Audit Committee comprises three Members. All the Members are Non-executive and Independent

Directors. The Members have relevant experience in financial matters.

Number Name Designation

1 Dr R Vishnoi Chairman

2 Mr G R Parekh Member

3 Mr M S Dutta Member

3.1.3 Meetings and Attendance

During the year four meetings of the Audit Committee were held:

Number Name Total Attended

1 Dr R Vishnoi 4 3

2 Mr G R Parekh 4 4

3 Mr M S Dutta 4 3

The Chairman, Managing Director and functionaries heading Finance and Internal Audit are permanent

invitees to the meetings.

The Board has now proposed to appoint a reputed firm for doing internal audit, whose representative will

also be a permanent invitee to the meetings.

The Board of Directors notes the minutes of the Audit Committee meetings.

3.2 Share Transfer and Shareholders’ | Investors’ Grievance Committee

3.2.1 Role

i) Redressal of shareholders’ and investors’ complaints like transfer of shares (physical and demat), non-

receipt of balance sheet, non-receipt of declared dividends, etc

ii) Any other related matter which the Committee may deem fit in the circumstances of the case including the

following:

Transfer of shares

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Transmission of shares

Deletion of names from share certificates

Change of names of Members on share certificates

Issue of duplicate share certificates

Consolidate share certificates

Transpose names

Dematerialise shares

Inter depository transfer

Rematerialise shares

Split-up shares

Replace shares

Delete guardian

3.2.2 Composition

The committee comprises the following:

Number Name Designation

1 Dr R Vishnoi Chairman

2 Mr G R Parekh Member

3 Mr M S Dutta Member

Mr Sanjay Kumar is the Compliance Officer of the Company.

3.2.3 Meetings and Attendance

During the year four meetings of the Audit Committee were held:

The Board of Directors notes the minutes of the Share Transfer and Shareholders’ | Investors’

Grievance Committee meetings.

Number Nature of complaint Received Redressed

1 Investor complaints 0 0

2 Share Transfers 0 0

3 Others 2 2

Number Name Total Attended

1 Dr R Vishnoi 4 3

2 Mr G R Parekh 4 4

3 Mr M S Dutta 4 3

During the year, the Company received the following complaints from the investors


4. Subsidiary CompaniesThe Company does not have any subsidiary company.

5. Company Policies 5.1 Compliance

Compliance certificates confirming the due compliance with the statutory requirements are placed at the Board

Meeting for review by the Directors. A system of ensuring material compliance with the laws, orders, regulations

and other legal requirements concerning the business and affairs of the Company is in place. Instances of non-

compliance, if any, are also separately reported to the Board and subsequently rectified.

5.2 Code of Conduct

The Board of Directors had approved the Code of Conduct applicable to the Directors and the senior management

personnel. All the Board Members and senior management personnel affirmed their compliance with the Code of

Conduct. A declaration to this effect signed by the Chairman of the Company forms a part of this report.

6. Affirmation and Disclosure There were no materially significant related party transactions, pecuniary transaction or relationships between the

Company and its Directors or the Management and their subsidiaries or relatives, among others, during the year

that may have a potential conflict with the interests of the Company at large.

All details relating to financial and commercial transactions where Directors may have a pecuniary interest are

provided to the Board and the interested Directors neither participate in the discussion nor do they vote on such

matters.

The Company complied with the statutory provisions, rules and regulations relating to the capital markets during

the last three years and stock exchanges or SEBI or any statutory authority did not impose any penalties or strictures

on the Company for the said period.

7. Shareholders’ Information7.1 General Body Meetings

7.1.1 Location and time, where last three AGMs were held:

Financial Year Location Date Time

2006-07 Kilachand Conference Room, 2nd Floor, LNM - IMC

Building, IMC Marg, Churchgate, Mumbai 400 020,

Maharashtra, India

September 27, 2007 4.00 pm



Maharashtra, India




Maharashtra, India


7.1.2 During the year, no ordinary or special resolutions were passed through postal ballot.

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7.2 Annual General Meeting 2010

Details of the 36th Annual General Meeting:

Financial Year Location Date Time

2009-10 Kilachand Conference Room, 2nd Floor

LNM - IMC Building, IMC Marg, Churchgate

Mumbai 400 020, Maharashtra, India

September 24,

2010

Friday

3.00 pm

As required under Clause 49 VI(A), particulars of Directors seeking re-appointment | appointment are given

in the notice of the Annual General Meeting

7.3 Financial year:

April 01 to March 31

7.4 Date of book closure:

August 16, 2010 to August 18, 2010

7.5 Listing on Stock Exchanges:

Bombay Stock Exchange Ltd (BSE) and Ahmedabad Stock Exchange Ltd (ASE).

The Company has paid listing fees for the year 2010-11 to all the stock exchanges where securities are

listed. Pursuant to a Securities and Exchange Board of India (SEBI) circular, Custody charges were also

paid to the depositories namely National Securities Depository Ltd (NSDL) and Central Depository Services

(India) Ltd (CDSL). The ISIN number of the share of the Company is INE841D01013. The corporate Identity

Number (CIN) is L24100MH1974PLCO17594.

7.6 Stock code:

BSE: 506597 and ASE: 03310

7.7 Share Price Data and comparison with BSE Sensex

The monthly high and low share prices of the Company in comparison with the BSE Sensex during the year:

Share price of Amal at BSE BSE Sensex

Month High (`) Low (`) High Low

April 2009 3.72 3.09 11492.10 9546.29

May 2009 4.73 3.05 14930.54 11621.30

June 2009 4.93 3.26 15600.30 14016.95

July 2009 5.19 3.55 15732.81 13219.99

August 2009 8.71 4.00 16002.46 14684.45

September 2009 7.80 6.25 17142.52 15356.72

October 2009 8.62 6.19 17493.17 15805.20

November 2009 9.70 7.95 17290.48 15330.56

December 2009 9.48 7.56 17530.94 16577.78

January 2010 10.63 8.00 17790.33 15982.08

February 2010 9.50 7.15 16669.25 15651.99

March 2010 8.53 6.44 17793.01 16438.45


7.8 Registrar and Transfer Agent

For physical and demat shares:

Link Intime India Pvt Ltd (Formerly known as Intime Spectrum Registry Limited) at C-13, Pannalal Silk Mills

Compound, LBS Marg, Bhandup, Mumbai 400078, Maharashtra, India

Telephone Number: 022-25946970 Fax: 022-25946969

email id: [email protected]

7.9 Share Transfer System

Securities lodged for transfer at the Registrar’s address are processed within 30 days from the date of

lodgment, if the documents are clear in all respects. All requests for dematerialisation of securities are

processed and the confirmation is given to the depositories within 21 days.

Pursuant to Clause 47(c) of the Listing Agreement with the stock exchanges, certificates on a half-yearly

basis were issued by the Company Secretary in practice for due compliance of share transfer formalities by

the Company. Pursuant to the SEBI (Depositories and Participants) Regulations, 1996, certificates were also

received from the Company Secretary in practice for timely dematerialisation of the shares of the Company

and for conducting a secretarial audit on a quarterly basis for reconciliation of the share capital of the

Company. All the certificates were filed with the stock exchanges where the shares of the Company are

listed.

7.10 Distribution of shareholding as on March 31, 2010

i) Shareholding wise:

Holding Share Capital Share Capital

Numbers % of Total Amount (in `) % of Total

Upto 2,500 9844 76.57 8489710 12.08

2,501 – 5,000 1830 14.23 7030740 10.01

5,001 – 10,000 696 5.41 5353900 7.62

10,001 – 20,000 268 2.08 3911620 5.57

20,001 – 30,000 91 0.71 2223860 3.16

30,001 – 40,000 32 0.25 1116600 1.59

40,001 – 50,000 24 0.18 1156920 1.65

50,001 – 1,00,000 42 0.33 3022580 4.30

1,00,001 and above 29 0.22 37944070 54.01

Total 12,856 70250000 100.00

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ii) Category wise:

Category Shares No Shareholding %

Promoters 3045777 43.36

Mutual funds 1100 0.02

Banks 1083 0.01

Insurance companies 0 0

Foreign Institutional Investors 0 0.00

Trust 2563 0.04

Corporate bodies 589338 8.39

Indian public 3346408 47.63

Non Resident Indians 5656 0.08

Clearing Members and Market Makers 4801 0.07

HUF 28274 0.40

Total 7025000 100.00

7.11 Dematerialisation of shares and liquidity

Of the total equity share capital of the Company comprising 7025000 equity shares 74.74% (5250593

shares) are held in dematerialised form while the balance 25.26% (1774407 shares) are held in physical

form.

7.12 Outstanding GDRs | ADRs | warrants or any convertible instruments, conversion date and

likely impact on equity

Capital of the Company comprises only equity shares and the Company does not have any preference

shares, outstanding ADRs, GDRs, warrants or any convertible instruments as on date.

7.13 Equity shares held by the Non-executive Directors

Number Name Shares

1 Dr R Vishnoi 1500

2 Mr S S Lalbhai 3750

7.14 Locations of plants

(i) Atul 396020, District Valsad, Gujarat, India

(ii) GIDC, Ankleshwar 393002, District Bharuch, Gujarat, India

7.15 Address of Mumbai office

310B, Veer Savarkar Marg, Dadar (West), Mumbai 400028, Maharashtra, India

7.16 Address for correspondence

Amal Ltd, Atul 396020, District Valsad, Gujarat, India

7.17 E-mail ID of Grievance Redressal office:

[email protected]


7.18 Nomination facility

A Member can nominate a person who will have rights to shares and | or amount payable in respect of shares

registered in his (her) name in the event of his (her) death. This facility is available to the Members of the Company.

The nomination form can be obtained from the Company.

7.19 Communication

Half-yearly report sent to each household of the Members Since the financial results are published in the

newspapers as well as displayed on the website

of BSE and ASE, the results are not sent to each

household of the Members

Quarterly and half-yearly results Financial results of the Company are sent to the

stock exchanges immediately after the Board

approves. Published in The Financial Express

(English) and The Punya Nagari (Marathi); the

results are published in accordance with the

guidelines of the stock exchanges

Whether it also displays official news releases No

The presentations made to institutional investors or to

the analysts

No

Whether Management Discussion and Analysis is a part

of the Annual Report or not

Yes

8. Details of compliance with the mandatory requirements and extent of compliance with non-mandatory requirementsi) Compliance with the mandatory requirements

The Company complied with the mandatory requirements of the Code of Corporate Governance as

stipulated under Clause 49 of the Listing Agreement with the stock exchanges.

ii) Extent of compliance with the non-mandatory requirements

The Company complies with the following non-mandatory requirements:

Moving towards unqualified financial statements

9. Role of the Company Secretarial Department in overall governance process All Directors of the Company have access to the suggestions and services of the Secretarial Department

in ensuring an effective functioning of the Board and its Committees. The functionaries of Secretarial

Department administer, attend and prepare minutes of the Board and the Committee proceedings in

accordance with the statutory requirements as well as Corporate Governance norms.

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10. Certification by CEO and CFOMr Vasudev Koppaka, Managing Director, and Mr Sanjay Kumar, Head of Finance and Compliance Officer,

issued a certificate to the Board as prescribed under Sub-Clause V of Clause 49 of the Listing Agreement.

The said certificate was placed before the Board at the meeting held on May 25, 2010, in which the

accounts for the financial year ended March 31, 2010 were considered and approved by the Board of

Directors.

11. Certification by the Statutory AuditorsCertificate from the Statutory Auditors of the Company, V R Parekh & Co, Chartered Accountants, regarding

compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is

enclosed.

12. Declaration by the Chairman In accordance with Clause 49 I D of the Listing Agreement 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 of Directors.

For Amal Ltd

Valsad Vasudev Koppaka

July 22, 2010 Managing Director


Auditors’ Certificate To The Members of Amal LtdWe have examined the compliance of conditions of Corporate Governance by Amal Ltd for the year ended on March 31,

2010, as stipulated in Clause 49 of the Listing Agreement of the said Company, with the stock exchanges.

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

limited to a review of the procedures and implementations thereof, adopted by the Company for ensuring 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, and based on the

representations made by the Directors and the Management, we certify that the Company has complied with the

conditions of Corporate Governance as stipulated in Clause 49 of the above-mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency

or effectiveness with which the Management has conducted the affairs of the Company.

For and on behalf of

V R Parekh & Co.

Chartered Accountants

Firm registration No. 114058W

V R Parekh

Valsad Partner

July 22, 2010 Membership No.7474

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NoticeNOTICE is hereby given that the 36th Annual General Meeting (AGM) of the Members of the Company will be held

on Friday, September 24 2010, at 3.00 p.m. at Kilachand Conference Room, 2nd Floor, LNM - IMC Building, IMC

Marg, Churchgate, Mumbai 400020, Maharashtra, India to transact the following business:

Ordinary Business:1. To receive, consider and adopt the Balance Sheet

as on March 31, 2010 and the Profit and Loss

Account for the year ended on that date together

with the reports of Directors and the Auditors

thereon.

2. To appoint a Director in place of Mr G R Parekh

who retires by rotation under Article 134 of the

Articles of Association of the Company and being

eligible, offers himself for reappointment.

Special Business3. To consider and, if thought fit, to pass, with or

without modifications, the following resolution

as an ordinary resolution:

“RESOLVED THAT Haribhakti & Co, Chartered

Accountants (Firm Registration No. 103523W) be

and are hereby appointed as Statutory Auditors of

the Company in place of V R Parekh & Co, the retiring

Statutory Auditors (who have given notice in writing

to the Company stating that they are not desirous of

getting reappointed) to hold the office till the conclusion

of the next AGM on such terms and conditions and on

such remuneration as may be decided by the Board.

RESOLVED FURTHER that the appointment shall be in

accordance with the limits specified in Sub-section 1(B)

of Section 224 of The Companies Act, 1956.”

4. To consider and, if thought fit, to pass, with or



“RESOLVED THAT Mr S S Lalbhai retiring at this

Annual General Meeting having been appointed as

an Additional Director under Article 118 of Articles

of Association and Section 260 of The Companies

Act, 1956 and who being eligible offers himself for

appointment and in respect of whom the Company

has received a notice in writing under Section 257 of

The Companies Act, 1956 from a member proposing

his candidature, be and is hereby appointed a Director

of the Company.”




“RESOLVED THAT Mr T R Gopi Kannan retiring at this









of the Company.”




“RESOLVED THAT Mr B M Trivedi retiring at this









of the Company.”



without modifications, the following resolution as an

ordinary resolution:

“RESOLVED THAT Mr N C Singhal retiring at this Annual

General Meeting having been appointed as an Additional

Director under Article 118 of Articles of Association and

Section 260 of The Companies Act, 1956 and who being

eligible offers himself for appointment and in respect of

whom the Company has received a notice in writing under

Section 257 of The Companies Act, 1956 from a member

proposing his candidature, be and is hereby appointed a

Director of the Company.”


without modifications, the following resolution as an

ordinary resolution:

“RESOLVED THAT pursuant to provisions of Sections 198,

269 and 309 read with Schedule XIII and all other applicable

provisions, if any, of The Companies Act,1956 including

any statutory modification or re-enactment thereof and

subject to such approvals as may be necessary, approval of

the members of the Company be and is hereby accorded to

the appointment of Mr Vasudev Koppaka as the Managing

Director of the Company for a period of five years with

effect from July 22, 2010 upon the terms and conditions

including remuneration as set out in the draft agreement

submitted to this meeting and initialled by the Chairman

for the purpose of identification, which agreement be and

is hereby approved and sanctioned with the authority to

the Board of Directors of the Company to alter and vary

the terms and conditions of the said appointment and/

or agreement in such manner as the Board may deem fit

and as may be acceptable to Mr Vasudev Koppaka, the

Managing Director of the Company.

RESOLVED FURTHER THAT Board of Directors of the

Company be and is hereby authorised to do all such acts

deeds and things as may be required to give effect to the

above resolution”


without modifications, the following resolution as a

special resolution:

“RESOLVED THAT pursuant to the provisions of Section

16, 94 and all other applicable provisions, if any,

of The Companies Act,1956 (including any statutory

modification or enactment thereof for the time being in

force), the Authorised Share Capital of the Company of `

15,00,00,000/- (Rupees Fifteen Crores Only) divided into

1,50,00,000 (One Crore Fifty Lacs Only) equity shares of

`10/- (Rupees Ten) each be and is hereby increased to `

25,00,00,000/- (Rupees Twenty Five Crores Only) divided

into 1,50,00,000 (One Crore fifty Lacs only ) equity shares

of ` 10/- (Rupees Ten) each and 1,00,00,000 (One Crore

only ) preference shares of ` 10/- (Rupees Ten) each with

the power to the Board to decide on the extent of variation

in such rights and to classify and reclassify from time to

time such shares into any other class of shares.

RESOLVED FURTHER THAT the Memorandum of Association

of the Company be and is hereby altered by substituting

the existing Clause V thereof by the following Clause V:

The Authorised Share Capital of the Company of

` 15,00,00,000/- (Rupees Fifteen Crores Only) divided into

1,50,00,000 (One Crore Fifty Lacs Only) equity shares of

` 10/- (Rupees Ten) each be and is hereby increased to

` 25,00,00,000/- (Rupees Twenty Five Crores Only) divided

into 1,50,00,000 (One Crore fifty Lacs only) equity shares

of ` 10/- (Rupees Ten) each and 1,00,00,000 (One Crore

only ) Preference Shares of ` 10/- (Rupees Ten) each with

the power to the Board to decide on the extent of variation

in such rights and to classify and reclassify from time to

time such shares into any other class of shares.

RESOLVED FURTHER THAT for the purpose of giving effect

to this resolution, the Board of Directors of the Company

be and is hereby authorised to take all such steps and

actions and give such directions as may be in its absolute

discretion deem necessary and to settle any question that

may arise in this regard.”


without modifications, the following resolution as a

special resolution:

“RESOLVED THAT pursuant to the provisions of Section 31

and all other applicable provisions, if any, of The Companies

Act, 1956 (including any statutory modification or re-

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enactment thereof for the time being in force), the

existing Articles of Association of the Company be and

is hereby altered by substituting the existing Article 9

with the following Article 9:

The Authorised Share Capital of the Company is as

mentioned in the Capital Clause V of the Memorandum

of Association of the Company as amended from time

to time.

RESOLVED FURTHER THAT for the purpose of giving

effect to this resolution, the Board of Directors of the

Company be and is hereby authorised to take all such

steps and actions and give such directions as may be

in its absolute discretion deem necessary and to settle

any question that may arise in this regard.”



as special resolution:

“RESOLVED THAT pursuant to the provisions of Section

309 and other applicable provisions, if any, of The

Companies Act, 1956 and subject to the approval of

Central Government, if necessary, the payment and

distribution of a sum not exceeding 1% of the net

profits of the Company calculated in accordance with

the provisions of Sections 198, 349 and 350 of The

Companies Act, 1956, by way of commission to and

amongst the Ordinary Directors in such amounts or

proportion and in such manner as may be determined

by the Board of Directors from time to time be made

out of the profits of the Company of each year during

the period of five years commencing from April 1,

2010.

RESOLVED FURTHER THAT the Board of Directors of

the Company be and are hereby authorised to take

such steps as may be necessary, desirable or expedient

to give effect to this resolution.”

By order of the Board




Notes1. A member entitled to attend and vote at the meeting

is entitled to appoint a proxy to attend and vote instead of

himself | herself and a proxy need not be a member.

2. Printed copies of the Balance Sheet, the Profit and

Loss Account, the Directors’ Report, the Auditors’ Report

and every other document required by law to be annexed

or attached to the Balance Sheet for the financial year

ending March 31, 2010 are enclosed.

3. Book closure: The Register of Members and the

share transfer books of the Company will remain closed

from August 16, 2010 to August 18, 2010 (both days

inclusive).

4. Members desirous of any information about the

accounts and operations of the Company are requested to

write to the Company at least 10 days before the date of

the meeting so that the required information can be made

available at the meeting.

5. Members | Proxies are requested to bring the enclosed

attendance slip with them duly filled in for attending the

meeting.

6. Reappointment of the Directors: At the ensuing AGM,

Mr G R Parekh retires by rotation and being eligible offers

himself for reappointment. The information or details

required as per the Listing Agreement pertaining to him

are as under:

Particulars Information of Director seeking reappointment

Name Mr G R Parekh

Date of birth October 15, 1949

Brief résumé Mr G R Parekh is an Associate Member of The Institute of

Chartered Accountants of India and also an Associate Member

of The Institute of Company Secretaries of India. He carries with

him wide knowledge and experience of 31 years in the fields of

Finance, Internal Audit, Secretarial and General Management.

Directorship in other companies Nil

Position in committees of other companies Nil

Number of shares held in the Company Nil

Explanatory StatementThe following Explanatory Statement, as required by Sub-Section 2 to Section 173 of The Companies Act, 1956, sets out

all material facts including the nature, concern or interest of the Directors in relation to Special Business under item no 3

to 11 mentioned in the accompanying notice dated July 22, 2010

Item No. 3The Auditors of the Company V R Parekh & Co, retire at the Annual General Meeting of the Company to be held on

September 24, 2010. However, V R Parekh & Co have given notice in writing to the Company stating that they are not

desirous of getting reappointed. Further the Company has received a special notice under Sections 190 and 225 of

The Companies Act, 1956 from one of the members of the Company proposing to appoint Haribhakti & Co, Chartered

Accountants as the Auditors of the Company.

In view of the above, the Board of Directors proposes to appoint Haribhakti & Co, Chartered Accountants as the Auditors

in place of V R Parekh & Co.

No Director is interested in or concerned with this resolution.

The Directors recommend passing of the resolution.

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Item No. 4 Mr Sunil S Lalbhai was appointed as an Additional Director of the Company by the Board of Directors on January

21, 2010. He was further appointed as Non executive Chairman on May 25, 2010. His details are as under:

Name Mr Sunil S Lalbhai

Date of birth March 15, 1960

Brief résumé Mr Sunil S Lalbhai has done MS Degree in Chemistry from the University

of Massachusetts and MS Degree in Economic Policy and Planning from the

Northeastern University. He has been on the Board of Directors of Atul Ltd

since 1984. From August 2007, he has been functioning as Chairman &

Managing Director of Atul Ltd.

In 1991 and in 2006, he was appointed by the Government of India for

preparing a Perspective Plan for Chemical Industry. In 1991, he was also

appointed by the Government of Gujarat for preparing a blueprint for the

development of Dyestuff Industry.

Directorship in other

companies

Atul Ltd (Chairman & Managing Director)

Wyeth Ltd

Navin Flourine International Ltd

Atul Bioscience Ltd (Chairman)

Atul Rajasthan Date Palms Ltd

Position in committees of

other companies

Audit Committee:

Navin Flourine International Ltd (Member)

Share Holders’ Grievance Committee:

Wyeth Ltd (Member)

Atul Ltd (Member)

Number of shares held in the

Company

3750

No Directors except Mr Sunil S Lalbhai is interested in or concerned with this resolution.


Item No. 5 Mr T R Gopi Kannan was appointed as an Additional Director of the Company by the Board of Directors on January

21, 2010. His details are as under:

Name Mr T R Gopi Kannan

Date of birth March 30, 1959

Brief résumé Mr T R Gopi Kannan has done FCA, FCS, FICWA followed by Post Graduate

Diploma in Management Studies from Indian Institute of Management-

Ahmedabad and ACMA (London). He has over 25 years of experience including

around 9 years in Pfizer Ltd and Nestle India Ltd in the areas of Finance and

Accounting and over 16 years as Head of Finance in Atul Ltd.


No Directors except Mr T R Gopi Kannan is interested in or concerned with this resolution.


Item No. 6Mr Bharat M Trivedi was appointed as an Additional Director of the Company by the Board of Directors on July 22, 2010.

His details are as under:

Name Mr Bharat M Trivedi

Date of birth February 1, 1962

Brief résumé Mr Bharat M Trivedi has done B. Tech (Chemical Engineering) from the Indian

Institute of Technology (IIT), Mumbai in 1984. He has over 25 years of industrial

experience in technical fields like process-development, manufacturing operations,

materials management, project execution, information technology etc. He has got

in-depth exposure to a number of senior management courses at I.I.M. (Ahmedabad)

as well as extensive technical training in India and abroad. He has handled senior level

responsibilities viz. heading SBU, setting up a department to manage information

technology, corporate planning, etc

Directorships in other

companies

Atul Infotech Pvt Ltd


other companies Nil


Company Nil

No Directors except Mr Bharat M Trivedi is interested in or concerned with this resolution.


Directorship in other

companies

Atul Bioscience Ltd

Atro Ltd

Atul Rajasthan Date Palms Ltd

Ameer Trading Corporation Ltd (Chairman)

Foreign companies

Atul Europe Ltd (Chairman)

Atul Deutschland GmbH (Chairman)

Atul International Trading (Shanghai) Co Ltd (Chairman)

Atul Americas Inc (Chairman)


other companies Nil


Company Nil

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Item No. 7 Mr Naresh C Singhal was appointed as an Additional Director of the Company by the Board of Directors on July

22, 2010. His details are as under:

Name Mr Naresh C SinghalDate of birth August 10, 1936

Brief résumé Mr Naresh C Singhal has done his post graduation in subjects of Economics,

Statistics & Administration. He has acquired professional education from

IIM, Ahmedabad and Kolkatta, IIT, Kanpur and Administrative Staff College,

Hyderabad. He has a vast experience in the fields of Management, Banking

and Finance of over five decades. He was the founder Chief Executive Officer,

designated as the Vice Chairman and Managing Director of the erstwhile

SCICI Limited since December 1986 till August 1996. Before moving over

to SCICI, he was a Senior Executive of ICICI for a period of 15 years from

1971 to 1986 and also of ONGC from 1958 to 1971. He was deputed by the

Government of India as a Banking Expert to the Industrial Development Bank

of Afghanistan, Kabul during 1974-75, as a part of World Bank sponsored

programme for setting up the Bank. He was also engaged as a Consultant and

Management Specialist with ADB, Manila. He has been a Director/Advisor in

several companies which include ICICI, SCL, HSBC Capital Markets, JP Morgan

Mutual Fund, Indo-Ocean Ventures Advisers, Hamon Consolidated Investment

Advisers, Times Bank, Development Credit Bank, Ballarpur Industries, Ashok

Leyland, Eicher Group, Ashapura Group, Kirloskar Oil Engines, LIC Mutual

Fund, Pioneer ITI AMC and Cholamandalam Investment & Finance Co

Directorship in other companies Chairman :

Samalpatti Power Company Pvt Ltd

SCI Forbes Ltd

Forbes Bumi Armada Ltd

Director :

Deepak Fertilisers & Petrochemicals Ltd

Max India Ltd

Binani Industries Ltd

Tolani Shipping Ltd

Ambit Holdings Pvt Ltd

Mahagujarat Chamunda Cements Ltd

Birla Sunlife AMC Ltd


other companies Nil

Number of shares held in

the Company Nil

No Directors except Mr Naresh C Singhal is interested in or concerned with this resolution.



Item No. 8The Board of Directors of the Company, subject to the

approval of Members at the general meeting have

considered and recommended the terms and conditions

for the appointment of Mr Vasudev Koppaka as the

Managing Director of the Company for the period of five

years effective from July 22, 2010. Mr Koppaka is already

a Director of the Company. Mr Koppaka has done B Sc

from University of Mumbai, B Sc (Tech) from ICT, Mumbai

followed by post graduation in Management Studies (MMS)

from University of Mumbai and has got above 20 years

of industry experience including in senior management

positions. He is also the President of Aromatics and Bulk

chemicals and Intermediates Divisions of Atul Ltd. The

terms and conditions and remuneration relating to his

appointment as Managing Director are specified in the

draft agreement, which is placed before the meeting. The

material terms of the draft agreement are as under:

I. Mr. Vasudev Koppaka is appointed as a Managing

Director of the Company and as such Managing

Director he shall perform the duties and exercise

the powers which have been or from time to time

may be assigned to or vested in him and subject to

the superintendence, control and direction of the

Board of Directors of the Company.

II. The Managing Director shall, unless prevented by ill-

health throughout the said term, devote such part

of his time, attention and abilities to the business

of the Company as may be required by the Board

of Directors and shall obey the orders from time

to time of the Board of Directors of the Company

and in all respects conform to and comply with

the directions and regulations made by the Board

of Directors and shall well and faithfully serve

the Company and use his utmost endeavors to

promote the interests thereof.

III. The Managing Director would hold the said office

for the period from July 22, 2010 to July 21,

2015.

IV Remuneration:

a) The Managing Director is also an employee

of Atul Ltd as mentioned above from which

remuneration is being drawn by him. The

Company will reimburse to Atul Ltd 10 %

of the remuneration (including revision

thereof) drawn by him from Atul Ltd or

an amount not exceeding the amount

allowable under Section I or Section II of

Part II of the Schedule XIII of The Companies

Act, 1956 whichever is lower.

b) For the sake of abundant clarity it is

confirmed that as long as Mr. Koppaka

draws remuneration from Atul Ltd, the

payment of his remuneration by Amal

Ltd for his services to Amal Ltd will be

discharged only by way of reimbursement

to Atul Ltd and not by way of any payment

to him.

c) The current yearly remuneration in Atul Ltd

is an aggregate of `. 71 lacs which may be

revised from time to time by Atul Ltd.

d) In case the Managing Director ceases to

draw remuneration from Atul Ltd, the

Company will pay him remuneration equal

to 10% of his last drawn remuneration at

Atul Ltd or as is allowable under Section I or

II of Part II of Schedule XIII of The Companies

Act, 1956 as may be decided by the Board

of Directors from time to time.

V. Sitting Fees:

The Managing Director shall not be entitled to

sitting fees for attending meetings of the Board of

Directors or Committees thereof. He shall, however,

be reimbursed the actual traveling, lodging and

boarding expenses incurred by him for attending

meetings of the Board of Directors and/or

committees thereof.

VI. Overall Limit :

The reimbursement referred to in Clause IV and

any alteration thereof from time to time is subject

to the limit of 5% of the annual net profits of the

Company and subject further to the overall limit of

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10% of the annual net profits of the Company

on the remuneration of the Managing Director

and Wholetime Director(s) , if any, of the

Company taken together. Provided, however,

that in the event of absence or inadequacy

of profit, the reimbursement shall not exceed

the limit provided in Section II of Part II of the

Schedule XIII to The Companies Act, 1956.

VII. Rateable Proportion:

If the employment of the Managing Director

shall cease during the currency of any financial

year, the amount payable to him or his

executors or administrators as the case may

be shall be a rateable proportion of what he

would have received if he had been employed

for the whole of that year. The reimbursement

to Atul Ltd shall be paid accordingly.

VIII. Reimbursement :

The Managing Director shall be entitled to

reimbursement of all expenses including

travelling, entertainment and other out-

of-pocket expenses actually and properly

incurred in connection with the business of the

Company.

IX. Non-exclusive :

The Directors are at liberty from time to time

to appoint any other person or persons to be

Managing Director jointly with the Managing

Director.

X. Termination:

This Agreement can be terminated by giving

three months’ notice by either party.

XI. Compensation :

If at any time the office of the Managing

Director is determined before the expiry of

his notice period of 3 months, the Managing

Director shall be entitled to compensation for

loss of office in accordance with and subject to

the restrictions laid down in Section 318 of The

Companies Act, 1956.

XII. Arbitration :

In the event of any dispute or difference arising

out of this agreement between the parties,

such dispute or difference shall be referred to

arbitration in accordance with the provisions

of The Arbitration and Conciliation Act, 1996

or any statutory modification or substitute

thereof and all the provisions of that Act so far

as are applicable or of any of them for the time

being in force shall apply to every reference

thereof. The jurisdiction for the purpose of the

arbitration shall be at Valsad, Gujarat only.

MEMORANDUM OF INTEREST:

The nature of the concern or interest of Mr Vasudev

Koppaka, Managing Director of the Company is that

the above resolution pertains to his agreement with the

Company and he will be receiving the remuneration as

stated therein if approved.

None of the other Directors of the Company are

interested in the above resolution.

The above statement may be treated as an abstract of

the terms and memorandum of interest under Section

302 of The Companies Act, 1956.

Item No. 9 & 10The BIFR has sanctioned scheme of revival of the

Company subject to certain conditions.

The Board of Directors proposes to increase authorised

share capital from ` 15 crores to ` 25 crores for

meeting future business needs. This has been approved

by BIFR.

None of the Directors are interested in or concerned

with this resolution.

The Board requests passing of the resolutions.

Item No. 11Section 309 of The Companies Act, 1956 permits the

payment of remuneration to Ordinary Directors who

are neither in employment nor a Managing Director

of the Company, by way of commission not exceeding


1% of the net profit of the Company, if the Company

authorises such payment by a special resolution at the

general meeting of the Company.

The Ordinary Directors of the Company devote

considerable time for the business of the Company and

the Company substantially benefits by their expertise

and mature advice. It is therefore desirable that they are

paid suitable remuneration by way of commission not

exceeding one per cent of the net profit of the Company

as computed in accordance with the provisions of the

Act, each year for a period of five years commencing from

April 1, 2010. Within the aforesaid limit, the authority is

sought for the Board to decide quantum, amount and

proportion of payment to the Ordinary Directors.

The Board recommends the resolution for approval by

shareholders as a special resolution.

All the directors of the Company except the Managing

Director may be deemed to be concerned with or

interested in the aforesaid resolution to the extent of the

remuneration that may be received by them.


By order of the Board



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Report of the Auditors to the Members1. We have audited the attached Balance Sheet of Amal

Ltd as at March 31, 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by The Companies (Auditors’ Report) Order, 2003 as amended by The Companies (Auditors’ Report) (Amendment) Order, 2004 (together with the ‘Order’) issued by the Central Government of India in terms of Sub-section (4A) of Section 227 of The Companies Act, 1956 of India (the ‘Act’) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Further to our comments in the Annexure referred to above, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Sub-section (3C) of Section 211 of The Companies Act, 1956;

e) On the basis of written representations received from the Directors as on March 31, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2010 from being appointed as a Director in terms of Clause (g) of Sub-section (1) of Section 274 of The Companies Act, 1956;

f) Attention is invited to the following note in schedule 14.

Note No 12 regarding the going concern assumption for preparing the accounts. Though the net worth of the Company is substantially negative, since the Company has started operations w.e.f. July 2009 as per the reconstruction scheme sanctioned (SS’09) by Board for Industrial and Financial Reconstruction (BIFR) and hence, is a going concern.

g) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the notes thereon, and attached thereto give the information required by The Companies Act, 1956, in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India.

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

(ii) in the case of the Profit and Loss Account, of the loss for the year ended on that date; and

(iii) in case of Cash Flow Statement, of the cash flows for the year ended on that date.

For and on behalf ofV R Parekh & Co.

Chartered AccountantsFirm Registration Number 114058W

V R ParekhValsad ProprietorMay 25, 2010 Membership No. 7474


Annexure to the Report of the AuditorsReferred to in paragraph 3 of the Auditors’ Report of even date to the Members of Amal Ltd on the financial statements for the year ended March 31, 2010

(i) The nature of the Company’s activities during the period is such that clauses (xiii) and (xiv) of paragraph 4 of The Companies (Auditor’s Report) Order, 2003 are not applicable to the Company for the period.

(ii) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets except at the Ankleshwar plant.

(b) All the assets have not been physically verified by the Management during the year but there is a regular program of verification which, in our opinion, is reasonable, having regard to the size of the Company and the nature of its assets.

(iii) (a) The inventory has been physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the Management is adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification between the physical stocks and the book records were not material.

(iv) In our opinion and according to the information and explanations given to us, the Company has not granted any loan, secured or unsecured to companies, firms, or other parties covered in the register maintained under Section 301 of The Companies Act, 1956. Hence the provisions of Clause 4 (iii) of The Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

(v) According to the information and explanations given to us, the Company has taken unsecured loan from companies, firms or other parties covered in the register maintained under Section 301 of The Companies Act, 1956. Accordingly the provisions of Clause 4 (iii) of The Companies (Auditor’s Report) Order, 2003 are applicable to the Company.

(vi) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and with regard to sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(vii) According to the information and explanations given to us, we are of the opinion that there are contracts or arrangements referred to in Section 301 of The Companies Act, 1956. Accordingly the provisions of Clause 4 (v) of The Companies (Auditor’s Report) Order, 2003 are applicable to the Company.

(viii) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Section 58A, 58AA or any other relevant provisions of The Companies Act, 1956, and the rules framed there under. Accordingly, the provisions of Clause 4 (vi) of The Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

(ix) In our opinion, the Company has an adequate internal audit system commensurate with the size of the Company and the nature of its business.

(x) We have broadly reviewed the books of account relating to materials, labour and other items of cost to be maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209 (1)(d) of The Companies Act, 1956 and we are of the opinion that prima facie the prescribed records have been maintained.

(xi) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues, including income tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues.

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(` thousands)

Name of the statute Nature of dues AmountPeriod to which the amount relates

Due dateDate of payment

The Companies Act, 1956

Investor Education and Protection Fund

3.00 1992-93 24-11-1999 Not yet paid



5.00 1993-94 23-04-2000 Not yet paid



5.00 1983-84 22-10-1990 Not yet paid



6.00 1983-84 19-11-1990 Not yet paid



29.86 1992-93 In 1999-2000 Not yet paid

(c) According to the information and explanations given to us, there are no dues of sales tax, service tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

(xii) The accumulated losses of the Company have exceeded 100% of its net worth as at the end of the year. The Company has a positive PBDT during the financial year covered by our audit, however, the Company incurred PBDT loss in the immediately preceding financial year.

(xiii) In our opinion and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in the payment of dues to bank during the current year.

(xiv) According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the provisions of Clause (xii) of paragraph 4 of The Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly the provisions of Clause (xv) of paragraph 4 of The Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

(xvi) In our opinion and according to the information and explanations given to us, term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of The Companies Act, 1956. Accordingly, the provisions of Clause 4 (xviii) of The Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

(xix) According to the information and explanations given to us, no debentures have been issued by the Company during the year nor were any debentures outstanding at the beginning of the year. Accordingly, the provisions of Clause 4 (xix) of The Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

(xx) According to the information and explanations given to us, the Company has not raised any money through public issue during the year. Accordingly, the provisions of Clause 4 (xx) of The Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

Annexure to the Report of the Auditors

For and on behalf ofV R Parekh & Co.

Chartered AccountantsFirm Registration Number 114058W

V R ParekhValsad ProprietorMay 25, 2010 Membership No. 7474

b) According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty, cess and other material statutory dues were in arrears, as at March 31, 2010 for a period of more than six months from the date they became payable except as under:


Balance Sheet as at March 31, 2010(` thousands)

Particulars Schedule As at

March 31, 2010As at

March 31, 2009

I SouRCeS of fundS

1 Shareholders’ funds(a) Capital 1 70,250.00 70,250.00 (b) Advance towards share capital 24,000.00 24,000.00 (c) Reserves and surplus 2 90,286.65 161,133.44

184,536.65 255,383.44 2 Loan funds

(a) Secured loans 3 212,889.39 272,045.39 (b) Unsecured loans 4 26,634.62 19,929.98

239,524.01 291,975.373 Deferred tax liability (net) (Refer note no 7&17(xii)) 14 - 320.53

424,060.66 547,679.34

II APPLiCAtion of fundS1 Fixed assets

(a) Gross block 5 600,525.48 600,553.66 (b) Less: Depreciation and impairment loss 556,100.10 543,034.99(c) Net block 44,425.38 57,518.67 (d) Capital work in progress 6,496.79 -

50,922.17 57,518.672 Investments 6 210.00 210.00 3 Current assets, loans and advances 7

(a) Inventories 13,057.50 1,530.00 (b) Sundry debtors 1,773.54 -(c) Cash and bank balances 2,508.35 1,087.07 (d) Loans and advances 18,116.93 12,601.13

35,456.32 15,218.20 Less: Current liabilities and provisions 8

(a) Current liabilities 50,881.24 81,328.38 (b) Provisions 71.94 83.98

50,953.18 81,412.36

Net current assets (15,496.86) (66,194.16)

4 Profit and loss account 518,389.93 556,144.83 Less: Waiver from secured loan 59,155.99Less : Restructure of reserves and surplus 70,808.59 -

388,425.35 556,144.83

424,060.66 547,679.34 Notes forming parts of the accounts 14

As per our attached report of even date For and on behalf of the Board of DirectorsFor & on behalf ofV R Parekh & Co Vasudev Koppaka S S Lalbhai Rana VishnoiChartered Accountants Director and Chief t R Gopi Kannan ChairmanFirm Registration No 114058W Operating officer G R Parekh M S duttaV R Parekh Directors ProprietorMembership No. 7474

Valsad ValsadMay 25, 2010 May 25, 2010

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Profit and Loss Account for the year ended March 31, 2010

(` thousands)

Particulars Schedule 2009-10 2008-09

inCoMe

Gross sales 54,225.09 -

Less: Excise duty 4,277.76 -

Net sales 49,947.33 -

Other income 9 2,530.89 3,038.74

52,478.22 3,038.74

exPendituRe

Raw materials consumed 10 27,003.06 -

Manufacturing expenditure 11 20,763.02 2,743.92

Employees’ emoluments 12 889.06 551.38

Interest and finance charges 13 44.48 5.65

Non moving stock written off - 7,296.21

Depreciation 13,065.11 13,240.08

Less: Depreciation on the amount added on

Revaluation charged to revaluation reserve 38.20 38.20

13,026.91 13,201.88

61,726.53 23,799.04

Profit | (Loss) Before Tax (9,248.31) (20,760.30)

Add: Waiver from Unsecured Creditors 46,701.64 21,857.13

Profit | (Loss) Before Tax after exceptional items 37,453.33 1,096.83

Tax expenses

Wealth Tax for the year 15.00 15.00

Wealth Tax for earlier years 3.96 3.22

(Add)| Less deferred tax (320.53) 320.53

Profit | (Loss) After Tax 37,754.90 758.08

Balance in profit and loss account brought forward (556,144.83) (556,902.91)

Balance carried to Balance Sheet (518,389.93) (556,144.83)

Basic | Diluted Earning Per Share of ` 10 each Refer Note (10) 14 5.37 0.11

Notes forming parts of the accounts 14




(` thousands)Particulars 2009-10 2008-09

(A) CASh fLow fRoM oPeRAtinG ACtiVitieSNet Profit | (Loss) Before Tax 37,453.33 1,096.83 Adjustments for :Add:Depreciation 13,026.91 13,201.88 Interest & finance charges 44.48 5.65

13,071.39 13,207.53 Less:Dividend income 21.00 42.00 Interest income 3.29 61.48 Provision no longer required - 590.03 Miscellaneous credit balances written back 0.04 19.27

24.33 712.78 Operating Profit | (Loss) before working capital changes 50,500.39 13,591.58 Adjustments for:Trade & other receivables (7,289.31) (990.13)Inventories (11,527.50) 7,296.21 Trade payables (30,459.18) (21,351.19)

(49,275.99) (15,045.11)Cash generated from operations 1,224.40 (1,453.53)Less :Direct taxes paid (net of refund) 18.96 18.22 net cash flow from operating activities (A) 1,205.44 (1,471.75)

(B) CASh fLow fRoM inVeStinG ACtiVitieSDividend received 21.00 42.00 Interest received 3.29 105.19 Purchase of capital advance (6,496.79) (1,688.56)Sale of fixed asset 28.18 -Sale of investments - 48.50 net cash flow from investing activities (B) (6,444.32) (1,492.87)

(C) CASh fLow fRoM finAnCinG ACtiVitieSInterest paid (44.48) (5.65)Increase in short term borrowings (net) 6,704.64 3,156.59 net cash (used in) | flow from financing activities (C) 6,660.16 3,150.94

net change in cash & cash equivalents (A+B+C) 1,421.28 186.32

Cash & cash equivalents (opening balance) 1,087.07 900.75

Cash & cash equivalents (closing balance) 2,508.35 1,087.07 1,421.28 186.32

Cash Flow Statement for the year ended March 31, 2010

Previous year’s figures have been regrouped wherever necessary to confirm to this year’s classification.



41

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Rep

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ion

and

Ana

lysi

sRe

port

on

Corp

orat

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over

nanc

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otic

e

Purp

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and

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by

the

Chai

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rom

the

Man

agin

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irect

or

Schedules forming part of Balance Sheet as at March 31, 2010

(` thousands)

SCheduLe 1 ShARe CAPitAL As at March 31, 2010 As at March 31, 2009

Authorised

150,00,000 equity shares of ` 10 each 150,000.00 150,000.00

150,000.00 150,000.00

Issued and subscibed

70,25,000 equity shares of ` 10 each, fully paid up (of the above equity shares 17,13,242 shares are allotted as fully paid-up on conversion of 8,56,621 convertible debentures of ` 100 each)

70,250.00 70,250.00

70,250.00 70,250.00

(` thousands)

SCheduLe 2 ReSeRVeS And SuRPLuS As at March 31, 2010 As at March 31, 2009

Share premium account

As per last account 87,688.47 87,688.47

87,688.47 87,688.47

Revaluation reserve:

As per last balance sheet 2,636.38 2,674.58

Less: Depreciation for the year on amount added on revaluation

38.20 38.20

2,598.18 2,636.38

Capital reserve: - 70,808.59

(See note below)

90,286.65 161,133.44

notes: The Company has reached a One Time Settlement (OTS) with financial institutions and banks for which payments were made by a lender directly to the financial institutions and banks on behalf of the Company under the agreement for assignment of debts and | or transfer of securities. In view of the settlement of their secured dues, the financial institutions and banks have assigned their debts granted No Dues Certificate and | or transferred securities (secured by way of mortgage of entire immovable properties and by way of hypothecation of all movable plant and machineries and assets of the Company, excluding specific assets with specific charge) in favour of the lender.

The Company has caused to settle the outstanding dues of the said company through the OTS route to the extent of ` 59,155.99 (in thousands). The said amount has been transferred to the Profit and Loss Account.

note: The capital reserve has been adjusted against the accumulated loss of the Company in 2009-10

(` thousands)

SCheduLe 3 SeCuRed LoAnS As at March 31, 2010 As at March 31, 2009

Term loan

From limited company (see note below) 212,889.39 272,045.39

212,889.39 272,045.39

(` thousands)

SCheduLe 4 unSeCuRed LoAnS As at March 31, 2010 As at March 31, 2009

Inter corporate deposit 26,634.62 19,929.98

26,634.62 19,929.98


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43

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s’ R

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D

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Rep

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Man

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(` thousands)

SCheduLe 6 inVeStMentS At CoSt As at March 31, 2010 As at March 31, 2009

Long Term InvestmentsOther than Trade InvestmentsUnquoted:

100000 Fully paid equity shares of ` 10/- each inGujarat Synthwood Ltd 1,000.00 1,000.00 Less: Provision for diminution in value (1,000.00) (1,000.00)

- - 880 Fully paid equity shares of ` 10/- each in

Aakar Performance Plastics Ltd 8.80 8.80 Less: Provision for diminution in value (8.80) (8.80)

40000 Fully paid equity shares of ` 10/- each in - - Valmiki Poly Products Ltd 400.00 400.00 Less: Provision for diminution in value (400.00) (400.00)

21000 Fully paid equity shares of ` 10/- each in - - Bharuch Enviro Infrastructure Ltd 210.00 210.00 See note (a) below

4000 Fully paid equity shares of ` 25/- each inZoroastrian Co. Operative Bank Ltd 100.00 100.00 Less: Provision for diminution in value (100.00) (100.00)

369715 Equity shares of ` 10/- each, ` 2/- paid up in - - Bharuch Eco Aqua. Infrastructure LtdSee note (b) below

210.00 210.00

(` thousands)SCheduLe 7 CuRRent ASSetS, LoAnS And AdVAnCeS As at March 31, 2010 As at March 31, 2009

(a) Inventories at cost or Net Realisable Value whichever is lower1. Stores, spares etc 1,530.00 8,826.21

Less: Written off - 7,296.21 1,530.00 1,530.00

2. Stock in trade Raw materials 1,962.62 - Stock-in-process 1,088.10 - Finished goods 2,466.53 -

5,517.25 - 3. Goods in transit, cost to date 6,010.25 -

13,057.50 1,530.00

notes: Cost Market value

(a) Aggregate of unquoted investments Current year 210.00 - Previous year 210.00 -

(b) Cost of shares of Bharuch Eco Aqua Infrastructure Ltd added as a part of deferred revenue expenditure and charged off as per accounting policy


(` thousands)

SCheduLe 7 CuRRent ASSetS, LoAnS And

AdVAnCeS (contd)

As at March 31, 2010 As at March 31, 2009

(b) Sundry debtors (unsecured)

(1) Outstanding for more than six months 1,515.15 977.96

(2) Others 1,236.35 -

2,751.50 977.96

Less: Provision for doubtful debts 977.96 977.96

1,773.54 -

notes:

Considered good 1,773.54 -

Considered doubtful 977.96 977.96

2,751.50 977.96

(c) Cash and bank balances

Cash on hand 35.95 23.89

Cheques on hand 9.04 -

Bank balances with scheduled banks

(i) In Current accounts 2,463.36 1,061.68

(ii) In Fixed deposit - 1.50

2,463.36 1,063.18

2,508.35 1,087.07

(d) Loans and Advances (Unsecured)

Loans to limited companies - -

Less: Provision - -

- -

Advances recoverable in cash or in kind or for value

to be received 16,360.25 10,091.30

Less: Provision 1,722.01 1,722.01

14,638.24 8,369.29

Balance with Central Excise Collectorate and Customs 3,239.72 4,095.72

Advance payment of income tax 238.97 136.12

18,116.93 12,601.13

notes:

Considered good 18,116.93 12,601.13

Considered doubtful 1,722.01 1,722.01

19,838.94 14,323.14


45

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and

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(` thousands)

SCheduLe 8 CuRRent LiABiLitieS And PRoViSionS As at March 31, 2010 As at March 31, 2009

(a) Liabilities

Sundry creditors

Micro, Small and Medium Enterprise (Refer note no 11 of Notes to Accounts) (Refer #)

Trade creditors for goods (Refer note no13 of Notes to Accounts) 35,520.64 69,603.29

Others 15,080.56 11,445.05

50,601.20 81,048.34

Amounts to be transferred to Investor Education & Protection Fund (Refer ##)

Unclaimed matured fixed deposits 19.00 19.00

Unclaimed right refund 29.86 29.86

48.86 48.86

Interest accrued but not due on loans 231.18 231.18

50,881.24 81,328.38

(b) Provisions

For taxation 15.00 15.00

For leave encashment 56.94 68.98

71.94 83.98

50,953.18 81,412.36

notes:

# There are no new Micro, Small and Medium Enterprises (MSME) out of the transactions in 2009 -10. The old creditors including Small Scale Industries | MSME are subject to BIFR jurisdiction and have not been considered above.

## Unclaimed matured fixed deposits of ̀19.00 (in thousands) (previous year ̀19.00 (in thousands)) and unclaimed right refund of ` 29.86 (in thousands) (previous year ` 29.86 (in thousands)) are pending for transfer to the Investors Education and Protection Fund as required.


Schedules forming part of Profit and Loss Account for the year ended March 31, 2010

(` thousands)

SCheduLe 9 otheR inCoMe 2009-10 2008-09

Dividend on long term investments (others) 21.00 42.00

Processing charges [(tax deducted at source

` 6.75 (in thousands), Previous year ` 45.60 (in thousands)] 147.23 1,712.78

Excess provision of earlier years written back - 590.03

Surplus on sale of land [(tax deducted at source ` 96.09 (in thousands), Previous year ` (Nil)] 904.77 -

Interest from others 3.29 61.48

Miscellaneous credit balances written back 0.04 19.27

Miscellaneous income 1,454.56 613.18

2,530.89 3,038.74

(` thousands)

SCheduLe 10 StoCK And MAteRiAL ConSuMed 2009-10 2008-09

Raw material consumed

Opening stock: - -

Add: Purchase 32,520.31 -

Closing stock: 1,962.62 -

30,557.69 -

Purchase of finished goods -

Increase | decrease in stocks:

Opening stock:

Finished goods - -

Stocks-in-process - -

- -

Closing stock:

Finished goods 2,466.53 -

Stocks-in-process 1,088.10 -

3,554.63 -

(3,554.63)

27,003.06 -

47

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the

Man

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(` thousands)

SCheduLe 11 MAnufACtuRinG And otheR exPenSeS 2009-10 2008-09

(a) Manufacturing expenses

Power, fuel and water 8,407.85 -

Plant operation charges 2,284.80 -

Machinery repairs 2,501.74 -

Material handling charges 352.23 -

Non-moving inventories, bad debts & advances written off - 5,476.82

Less: Provision already made in earlier years - 5,476.82

13,546.62 -

(b) Other expenses

Legal & professional charges 663.28 470.33

Lease rentals 144.00 144.00

Labour charges 1,044.94 318.09

Rates and taxes 639.00 23.05

Insurance (net) 89.34 2.50

Freight and forwarding 11.76 1.78

Discount on sales 616.36 -

ETP charges 270.55 -

Commission on sales 233.84 -

Travelling and conveyance 271.52 142.64

Printing and stationery 130.87 111.22

Postage, telephone and telex 161.29 117.20

Service charges 1,909.48 -

Directors’ fees - 1.00

Miscellaneous expenses (including advertisement, bank charges etc.) 1,030.17 1,412.11

7,216.40 2,743.92

20,763.02 2,743.92

Schedules forming part of Profit and Loss Account for the year ended March 31, 2010

(` thousands)

SCheduLe 12 eMPLoYeeS’ eMoLuMentS 2009-10 2008-09

Salaries, wages and bonus 734.37 425.76

Contribution to provident and other funds 68.72 40.41

Staff welfare expenses 85.97 85.21

889.06 551.38

(` thousands)

SCheduLe 13 inteReSt And finAnCe ChARGeS 2009-10 2008-09

On fixed loans and deposits - -

Others 44.48 5.65

44.48 5.65

44.48 5.65


(` thousands)

SCheduLe 14 noteS foRMinG PARt of the ACCountS 2009-10 2008-09

1 Contingent liability in respect of

(a) Sales Tax matter of 1999-00 under appeal 1,039.26 1,039.26

(b) Sales Tax matter of 2001-02 under appeal 1,649.66 1,649.66

(c) Sales Tax matter of 2002-03 under appeal 2,444.16 2,444.16

(d) Sales Tax matter of 2003-04 under appeal 998.32 998.32

2 Payment to Auditors

Statutory Auditors

(i) As Auditors 50.00 20.00

(ii) In other capacity

For tax audit 10.00 -

For certificates - -

(iii) For expenses - -

60.00 20.00

3 Managerial remuneration Nil Nil

4 Details of raw materials consumption and goods traded in

Current Year

MT (` thousands)

(a) Raw materials consumption:

Naphthalene - -

Caustic Soda flakes - -

J Acid - -

Soda Ash - -

Sulfur 5069.872 30,322.54

-

Others 235.15

total 30,557.69

Current Year

(` thousands) %

(b) Imported and indigenous raw materials consumption

Imported - -

Indigenous 30,557.69 100%

total 30,557.69 100%

note: There was no production in 2008-09; hence there was no consumption of any raw materials in the previous year.

(c) Goods traded in purchases - -

Schedules forming part of the accounts

49

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(` thousands)

SCheduLe 14 noteS foRMinG PARt of the ACCountS (contd)

5. Licensed and installed capacity and production

Sr. No

Particulars Current year

Quantity (In MT)

Previous year

Quantity (In MT)

Ankleshwar Atul Ankleshwar Atul

(a) Dye intermediates

Licensed capacity (1) 2,250 2,500 2,250 2,500

Installed capacity (2) 1,000 3,500 1,000 3,500

Production - - - -

(b) Sulfuric Acid

Licensed capacity (1) 33,000 - 33,000 -

Installed capacity (2) 39,600 - 33,000 -

Production 15,519 - - -

(c) Iron Oxide

Licensed capacity (1) 1,200 - 1,200 -

Installed capacity (2) 1,200 - 1,200 -

Production - - - -

noteS:

1. As per DGTD registration 1,250 MT (Previous year 1,250 MT) and as per registration with Department of Industrial Development, Government of India 1,000 MT (Previous year 1000 MT).

2. As certified by the Chief Operating Officer

6. Turnover and stocks (` thousands)

Sr. No Particulars Current year Previous yearMT (` thousands) MT (` thousands)

(A) Goods manufactured (a) Dye intermediates

Sales - - - -Opening stock - - - -Closing stock - - - -

(b) Sulfuric Acid (Equivalent production)Sales 15,130 54,225.09 - -Opening stock - - - -Closing stock 389 2466.53 - -

(B) Goods traded inChemicals related to dye intermediate and bulk chemicals activity

- - - -

Dyes opening stock - - - -Dyes closing stock - - - -




The major components of deferred tax balances are set out below: (` thousands)

Particulars Current year Previous yearA deferred tax liabilities:

Depreciation on fixed assets excess of net block over written down value as per the provisions of the Income-tax Act, 1961

(1435.89) 341.84

B deferred tax assets:Excise duty on closing stock (84.02) -Provision for doubtful debts and advances -Provision for leave encashment (18.91) (21.31)

(102.93) (21.31)Net deferred tax liability | (assets) (1538.82) 320.53

8. Related party information

(a) name of related party and nature of relationship:

Name of the related party Description of relationship

1. Atul Ltd Associated Company

2. Atul Europe Ltd Associated Company

3. Ameer Trading Corporation Ltd Associated Company

4. Mr S S Lalbhai Key management personnel

5. Mr V Koppaka Key management personnel

6. Mr T R Gopi Kannan Key management personnel


7. The tax effects of significant timing differences are reflected through deferred tax liability (net), which is

included in the balance sheet.

51

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(b) Transactions during the year with related parties (` thousands)

2009-10

Associate Company

Sr.

No.

Nature of transaction Atul Ltd Atul Europe Ltd

Ameer Trading

Corporation Ltd

Total

(A) Advance against share capital

Balance as on March 31, 2010 - - 24,000.00 24,000.00

- - (24,000.00) (24,000.00)

(B) Loans taken

Balance as on April 1, 2009 19,929.99 - - 19,929.99

(16,773.39) - - (16,773.39)

Taken during the year 6,704.64 - - 6,704.64

Repaid during the year - - - -

Balance as on March 31, 2010 26,634.62 - - 26,634.62

(19,929.99) - - (19,929.99)

(C) Sundry debtors

Balance as on March 31, 2010 1,080.82 - - 1,080.82

(10,657.54) - - (10,657.54)

(d) Sundry creditors

Balance as on March 31, 2010 10,796.47 129.59 297.62 11,223.68

(41,242.15) (129.59) (982.07) (42,353.81)

Advance received against future sales - - - -

(1,318.06) - - (1,318.06)

(e) income

Sales 19,205.18 - - 19,205.18

(-) (-) (-) (-)

Processing charges 147.23 - - 147.23

(1,712.78) - - (1,712.78)

Sale of stores - - - -

(393.75) - - (393.75)

(f) expenditure

Lease rent 149.43 - - 149.43

(119.53) - - (119.53)

(G) Secured loans 212,889.39 - - 212,889.39

(272,045.39) - - (272,045.39)

note : Figures in bracket indicate previous year figures.


SCh

edu

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5

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49,

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-

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5,5

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6 4

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3

7,45

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3,17

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1

,096

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5,5

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7,75

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2,83

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7

58.0

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oth

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86,

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55,

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4,1

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2,92

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2,94

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4,79

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1

6,37

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2

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4,42

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-

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-

-


53

Dire

ctor

s’ R

epor

t

Fina

ncia

l Sta

tem

ents

D

irect

ors’

Rep

ort

Man

agem

ent

Dis

cuss

ion

and

Ana

lysi

sRe

port

on

Corp

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over

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Purp

ose

and

Valu

esO

verv

iew

by

the

Chai

rman

Lett

er f

rom

the

Man

agin

g D

irect

or

10. Earning Per Share

S r . No

Particulars Current Year Previous year

i. Profit | (Loss) After Tax as per Profit and Loss Account (` thousands) 37,754.90 758.08

ii. Weighted average number of equity shares outstanding (Nos.) 70,25,000 70,25,000

iii. Basic Earning Per Share (`) 5.37 0.11


(ii) Information about secondary business segments

(` thousands)

Particular For the year ended March 31, 2010 For the year ended March 31, 2009

India Outside India

Total India Outside India

Total

Revenue by geographical market

External 56,752.70 - 56,752.70 2,977.26 - 2,977.26

Total 56,752.70 - 56,752.70 2,977.26 - 2,977.26

Carrying amount of segment assets 86,588.49 - 86,588.49 72,946.88 - 72,946.88

Additions to fixed assets - - - - - -

(iii) notes:

(a) The Company is organised into Chemicals business comprising Dye intermediates and Bulk chemicals (Sulfuric Acid). During the

year the Company had not traded or manufactured Dye intermediates. Activities in chemicals related to these segments and

the revenue earned are as under:

For the year ended March 31, 2010 For the year ended March 31, 2009

Dye intermediates Bulk chemicals (Sulfuric Acid)

Dye intermediates Bulk chemicals (Sulfuric Acid)

Sales NIL 49,947.33 NIL NIL

Gross profit NIL 5,596.46 NIL NIL

(b) The segment revenue in each of the above domestic business segments primarily includes sales, processing charges and rental income in the respective segments.

(c) The segment revenue on the geographical segments considered for disclosure are as follows:

(1) Revenue within India includes sales to customers located within India and earnings in India.

(2) Revenue outside India includes sales to customers located outside India and earnings outside India.

(d) Accounting policies adopted for the segment reporting are in concurrence with the accounting policies of the Company.

Segment revenue, results, assets and liabilities include the respective amounts identifiable to each of the segments and

amounts allocated on a reasonable basis.



11. Sundry creditors include ` Nil due to Micro, Small, and Medium Enterprise. Following is the information required to be furnished as per Section 22 of the Micro, Small and Medium Enterprise Development Act, 2006.

(` thousands)

No Particulars As at March 31, 2010

As at March 31, 2009

(a) The principal amount and the interest due thereon remaining unpaid to any supplier at the end of each accounting year:

Principal - -Interest - -

(b) The amount of interest paid by the buyer in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006, along with the amounts of the payment made to the suppliers beyond the appointed day during each accounting year;

- -

(c) The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but with out adding the interest specified under the Micro, Small and Medium Enterprise Development Act, 2006;

- -

(d) The amount of interest accrued and remaining unpaid at the end of accounting year; and

- -

(e) The amount of further interest remaining due and payable even in the succeeding year, until such date when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under Section 23 of the Micro, Small and Medium Enterprise Development Act, 2006.

- -

12. Going Concern

The Company has at March 31, 2010, accumulated losses of ̀ 388,425.35 (thousands) resulting in a negative net worth of ` 203,888.70 (thousands). During the year the current liabilities exceed current assets by ` 15,496.86 (thousands). The Company has restarted its manufacturing operations at Ankleshwar site and as such, it is considered as a going concern. In view of the complete erosion of the net worth, a reference was made to the Board for Industrial and Financial Reconstruction (BIFR) which was registered by BIFR in September 2005 and the Company was declared sick by BIFR on July 20, 2006. However, all potential losses and expenses have been booked during the year.

13. The Company has recasted the creditors as per the guidelines of BIFR, vide its sanctioned scheme 2009 (SS’09) dated July 17, 2009 by writing back 70% of the unsecured creditors pertaining prior to the cut off date March 31, 2009, amounting to ` 46,701.64 (in thousands). The said amount has been transferred to the Profit and Loss Account.

14. Suppliers and customers balances are subject to confirmation.

15. Manufacturing plants of Ankleshwar and Atul units were not operational with effect from February 2004, except Sulfuric Acid | Oleum plant at Ankleshwar, for which your Company had undertaken job work activity. The capacity of the plant was enhanced from 100 tons per day (tpd) to 120 tpd. The Company undertook job work activity from July 2009 till August 2009. Now, your Company has started manufacturing and sales activities for Sulfuric Acid | Oleum plant effective from September, 2009.

16. In view of introduction of Accounting Standard 28 on Impairment of Assets (AS 28) by the Institute of Chartered Accountants of India, the Company had reviewed the recoverable value of all its assets at its Bulk Chemical and Dye Intermediate divisions as on April 01, 2004 and March 31, 2005. Due to non remunerative prices for the products of its two divisions and the increasing costs of operations the viability of the businesses was affected and accordingly the Company had recognized an impairment loss for the assets of the two divisions in the year 2004-05.

17. Significant Accounting Policies

(i) Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention on accrual basis of accounting



55

Dire

ctor

s’ R

epor

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Fina

ncia

l Sta

tem

ents

D

irect

ors’

Rep

ort

Man

agem

ent

Dis

cuss

ion

and

Ana

lysi

sRe

port

on

Corp

orat

e G

over

nanc

eN

otic

e

Purp

ose

and

Valu

esO

verv

iew

by

the

Chai

rman

Lett

er f

rom

the

Man

agin

g D

irect

or

in accordance with the generally accepted accounting principles in India and the provisions of The Companies Act, 1956.

(ii) Use of Estimates

The preparation of the financial statements in conformity with the generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting year. Difference between the actual result and estimates are recognised in the year in which the results are known | materialised.

(iii) Fixed Assets

Fixed Assets are stated at historical cost or amount substituted for cost on revaluation conducted by independent surveyor in 1985-86. Cost includes cost of acquisition or construction and incidental expenditure upto commencement of commercial production.

(iv) Leased Assets

Operating lease rentals are amortised with reference to lease terms and other considerations.

(v) Depreciation

(a) Depreciation on Fixed Assets is provided on Straight Line method, in accordance with provision of Section 205 (2B) of The Companies Act, 1956. The assets have been shown at the net value after deducting the amortization, impairment and depreciation funds.

The difference between depreciation on revalued amount and that calculated on original cost of assets revalued is transferred from revaluation reserve to profit and loss account.

(b) Depreciation on assets acquired | purchased during the year has been provided on pro rata basis according to the period each asset was put to use during the year.

(c) Depreciation on assets after recognizing impairment loss:Depreciation is adjusted in subsequent periods to allocate the assets revised carrying amount after the recognition of an impairment loss on a systematic basis over its remaining useful life.

(d) Cost of leasehold land is amortised over the period of the lease.

(vi) Borrowing Cost

Borrowing costs with respect to acquisition | construction of assets are capitalized as part of cost of such assets up to the date of commercial production of the asset. Other borrowing costs are charged as expense in the year in which these are incurred.

(vii) Investments

Short term investments are carried at the lower of cost and quoted | fair value, computed category wise. Long term investments are stated at cost. Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management.

(viii) Inventories

Inventories are valued at Cost or Net Realisable Value (NRV) whichever is lower. Cost is determined on First In First Out (FIFO) method. The cost of finished goods and work in progress comprises raw material, direct material, other direct cost and production overheads absorbed on the products, if the cost is lower than the NRV, else NRV has been considered. Excise duty in respect of closing inventory of finished goods is included as part of inventory. Materials in transit have been valued at cost or NRV, whichever is lower.

(ix) Employee Benefit

Contribution and benefit plans:

Contribution made by the Company to the Provident Fund; Employee State Insurance Corporation; Employees Deposit Link Insurance; are the benefits with employees’ contributions and the same has been recognized in the profit and loss account. The benefit plans like Group Personal Accident; Gratuity Fund have also been




recognized. Provision for payments to the Employees Gratuity Fund after taking into account the funds available with the Trustees of the Gratuity Fund is based on actuarial valuation done at the close of each financial year. At the reporting date liabilities of the Company towards gratuity is determined by independent actuarial valuation using the projected unit credit method which considers each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately to build up final obligation. Past services are recognised on a straight line basis over the average period until the amended benefits become vested.

Other defined benefits:

Provision for other defined benefits for long term leave encashment is made based on an independent actuarial valuation on projected unit credit method at the end of each financial year. Actuarial gain and losses are recognised immediately in the statement of Profit and Loss Account as income or expenses. Company recognises the undiscounted amount of short term employee benefits during the accounting period based on service rendered by employees.

(x) Foreign Currency Transactions

Transactions in foreign currency are recorded at the original rates of exchange in force at the time when the transactions were effected. Any income or expense on account of exchange difference on settlement is recognised in the Profit and Loss Account except in cases where they relate to the acquisition of fixed assets in which case they are adjusted to the carrying cost of such assets. Current assets | liabilities are reported using the closing rate and the resultant exchange differences are recognised as income or expenses.

(xi) Revenue Recognition

Revenue is recognized when it is earned and no uncertainty exists as to its ultimate realization or collection. Revenue is recognised on delivery of products and is recorded inclusive of excise duty but are net of trade discounts and sales tax. Revenue in respect of insurance | other claims, interest etc. is recognised only when it is reasonably certain that the ultimate collection will be made. Dividend income is recognized in the year in which the right to receive is established.

(xii) Taxes on Income

Current tax is determined as the amount of tax payable in respect of taxable income for the year based on the provisions of the Income Tax Act, 1961.

MAT credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax within the specified period.

Deferred tax for the year is recognized on timing difference; being the difference between the taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. Deferred tax assets are recognized and carried forward only if there is reasonable | virtual certainity of its realization.

(xiii) Impairment of Assets

An asset is impaired when the carrying amount of the asset exceeds its recoverable amount. An impairment loss is charged to the Profit and Loss Account in the year in which an asset is identified as impaired. An impairment loss recognized in prior accounting periods is reversed if there has been a change in the estimate of the recoverable amount. Depreciation on assets after recognizing impairment loss is adjusted in subsequent periods to allocate the assets revised carrying amount after the recognition of an impairment loss on a systematic basis over its remaining useful life.

(xiv) Cash Flow Statement

The Cash Flow statement is prepared by the indirect method set out in Accounting Standard 3 on Cash Flow statements and presents cash flows by operating, investing and financing activities of the Company.

(xv) Comparatives

Comparative financial information is presented in accordance with the ‘Corresponding Figure’ financial reporting



57

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and

Ana

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on

Corp

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Purp

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Valu

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by

the

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the

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irect

or

framework set out in Auditing and Assurance Standard 25 on Comparatives. Accordingly, amounts and other disclosures for the preceding year are included as an integral part of the current year’s financial statements, and are to be read in relation to the amounts and other disclosures relating to the current year. Figures of the previous year are regrouped and reclassified wherever necessary to correspond the figures of the current financial year.

(xvi) Earnings Per Share

The Company reports basic and diluted Earnings Per Share in accordance with Accounting Standard 20 on ‘Earnings Per Share’. Basic earning per share is computed by dividing the net profit or loss for the period by the weighted average number of equity shares outstanding during the period. Diluted Earnings Per Share is computed by dividing the net profit or loss for the period by the weighted average number of equity shares outstanding during the period as adjusted for the effects of all diluted potential equity shares except where the results are anti-dilutive.

(xvii) Research and Development Expenditure :

Research and Development expenditure is charged to revenue under the natural heads of account in the year in which it is incurred. However, Research and Development expenditure on fixed assets is treated in the same way as expenditure on other fixed assets.

(xviii) Provisions, ContingentLiabilities and Contingent Assets

The Company recognises provisions only when it has a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and when a reliable estimate of the amount of the obligation can be made.

No provision is recognised for –

a) Any possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company; or

b) Any present obligation that arises from past events but is not recognised because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or a reliable estimate of the amount of obligation cannot be made.

Such obligations are recorded as contingent liabilities. These are assessed continually and only that part of the obligation for which an outflow of resources embodying economic benefits is probable, is provided for, except in the extremely rare circumstances where no reliable estimate can be made.

Contingent assets are not recognized in the financial statements since this may result in the recognition of income that may never be realized.

15. Previous Year’s figures have been regrouped and recasted wherever necessary.


As per our attached report of even date For and on behalf of the Board of DirectorsFor & on behalf ofV R Parekh & Co Vasudev Koppaka S S Lalbhai Rana VishnoiChartered Accountants Director and Chief t R Gopi Kannan ChairmanFirm Registration No 114058W Operating officer G R Parekh M S dutta

V R Parekh Directors

ProprietorMembership No. 7474



Amal LtdRegistered Office: 310B Veer Savarkar Marg, Dadar (West), Mumbai 400028, Maharashtra, India

AttendAnCe SLiP36th Annual General MeetingSeptember 24, 2010

DP ID Folio | Client ID No

Full name of the Shareholder | Proxy attending the meeting

…......................................................................................................................................................................................... (First Name) (Middle Name) (Surname)FIRST HOLDER | JOINT HOLDER | PROXY(Strike out whichever is not applicable)Full name of the First holder (If Joint holder | Proxy attending)

…......................................................................................................................................................................................... (First Name) (Middle Name) (Surname)

Signature of the Shareholder | Proxy

Amal LtdRegistered Office: 310B Veer Savarkar Marg, Dadar (West), Mumbai 400028, Maharashtra, India

PRoxY foRM

DP ID Folio | Client ID No

I | We.................................................................................................................of.........................................................................

…...................................................................................................................................................................................................

(Full Address)

in the State of.............................................................................................................being a member(s) of Amal Ltd,

hereby appoint...............................................................................................................................................................................

(Name in Block Letters)

of ...................................................................................................................................................................................or failing

(Full Address)

him | her.......................................................................................of..............................................................................................

(Name in Block Letters) (Full Address)

as my | our proxy to vote for me | us on my | our behalf at the 36th Annual General Meeting of the Company to be held on

Friday, September 24, 2010, at 3.00 p.m. at Kilachand Conference Room, 2nd Floor, LNM - IMC Building, IMC Marg, Opp.

Churchgate Railway Station, Churchgate, Mumbai 400020, Maharashtra, India and at any adjournment thereof.

As WITNESS my | our hand | hands is | are affixed this................................day of..........................2010

(Date) (Month)Note: 1. The Proxy need not be a member of the company. 2. The Proxy Form duly signed across revenue stamp should reach Registered Office of the

Company at least 48 Hours before the time of the meeting.

Signature of the Member

Corporate Information

Directors

Mr S S Lalbhai (Additional director w.e.f. January 21, 2010

and Chairman w.e.f. May 25, 2010)

dr R Vishnoi (Chairman up to May 25, 2010)

Mr V Koppaka (Managing director w.e.f. July 22, 2010)

Mr M S dutta (up to July 22, 2010)

Mr G R parekh

Mr t R Gopi Kannan (Additional director w.e.f. January 21, 2010)

Mr n C Singhal (Additional director w.e.f. July 22, 2010)

Mr B M trivedi (Additional director w.e.f. July 22, 2010)

Compliance Officer

Mr S Kumar

Auditors

V R parekh & Co

Cost Auditors

Mr h R Kapadia

Registered Office

310B, Veer Savarkar Marg

Mumbai 400028

Maharashtra, India

Head Office

Atul 396020

Gujarat, India

email: [email protected]

Website: www.amal.co.in

Bankers

AXIS Bank

hdFC Bank

State Bank of India

Am

al Ltd A

nnual Report 2009-10

Amal Ltd310B Veer Savarkar Marg

Mumbai 400 028Maharashtra, India

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