rudolf atul chemicals ltd 2011-12.pdfrudolf atul chemicals ltd | annual report 2011-12 we are an...

Rudolf Atul Chemicals Ltd Annual Report 2011-12

Forward Looking Statements

In 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 thereby 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 realised 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 materialise or if underlying assumptions prove inaccurate, actual results can vary materially from those anticipated, estimated, intended, planned or projected. We undertake no obligation to publicly update any forward looking statements, whether as a result of new information, future events or otherwise.

Contents

Purpose and Values ................................................................................................ 02

Letter to the Shareholders ...................................................................................... 04

Operational Highlights ........................................................................................... 05

Directors’ Report .................................................................................................... 06

Management Discussion & Analysis ........................................................................ 08

Report on Corporate Governance ........................................................................... 10

Notice .................................................................................................................... 16

Financial Statements ............................................................................................. 22

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Rudolf Atul Chemicals Ltd | Annual Report 2011-12

We are an organisation committed to significantly enhancing value for all our Stakeholders by:

United by Purpose

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.

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 Vision and realise it. In many ways, Excellence is also a journey, not simply a destination in itself.

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.

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

Aligned by Values

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Letter to the Shareholders

Dear Members,

India occupies a prominent position in the global textile industry. It is the second largest producer of textiles in the world. The size of the Indian textile industry is estimated at US$ 70 bn. It contributes to about 14% to the industrial production of the country and 4% to the GDP.

Textiles sector has been identified as one of the priority sectors having high growth potential and higher multiplier effects for employment generation. India's competitive advantages are supplemented by the fact that it contributes to 23.7% to global cotton production, being the second largest producer in the world. India is also the second largest producer of man-made fibres, polyester and filament yarns in the world. India produces a large variety of textile products based on natural fibres (cotton, wool and silk) as well as man-made fibers (polyester, viscose and acrylic). Of the above, cotton accounts for a majority share of India's overall textile output.

India has several inherent advantages, which offers the potential and ability to emerge as a key global outsourcing hub for textile products. China, India and US accounts for approximately two thirds of global cotton production. Other Asian countries such as Bangladesh, Indonesia, Pakistan and Thailand are net importers of cotton. India's self-sufficiency in cotton provides it a strong competitive advantage in global textile and clothing trade.

India is among the largest textile manufacturer and consumer in the world. The size of the domestic textile industry has been estimated at US$ 40 bn. This gives India a natural advantage of economies of scale, which enables it to lower manufacturing overheads and improve operational efficiencies.

Indian Textile Industry is likely to grow to US$ 220 bn by 2020 (from current - US$ 70 bn in 2010). Out of which, about US$ 90 bn is expected from export and US$ 130 bn from domestic market. Most of the international brands like M&S, JC Penny, GAP have started procuring most of the fabrics from India. Apart from apparel, a major driver for the industry is demand for “Technical Textiles” or fabrics used for automotives, mattress covers, bags, tents and parachutes etc.

Thus, the Textile Industry is one of the key drivers for our economy and many supporting and allied industries like our Textile Chemicals business.

Looking Back

2011-12 was the year of formation and establishment of our JV Company in India. The integration in terms of plant and lab relocation, product range rationalisation, distribution network consolidation, etc. have progressed as planned.

Future Outlook

The current market size of the Textile Chemicals business in India is estimated at 190,000 MT; valued at ` 1500 cr (US$ 300 mn)in 2011-12. While the overall Textile Chemicals market has grown only @ 5% during last few years, few segments of the industry like finishing chemicals grew faster @ over 9%. Though this comprises only about 7% of the global market, the growth rate in India is increasing rapidly with the increasing population, rapid urbanisation, per capita consumption and disposable income of growing middle class. The growth is more in the specialty chemicals required for technical textiles owing to the high product differentiation and value addition, compared to the pretreatment chemicals owing to the commoditisation and development of low liquor ratio machines.

In order to meet this market demand and further grow in process and specialty effect chemicals segment, a number of key initiatives are planned and are being progressed. Our new state of the art manufacturing facility supplemented by the existing infrastructure at Atul is expected to commence operation beginning June, 2012.

The synergy of offering combined Dyes and Chemicals package to the Textile processor along with our ability to provide timely technical support would strengthen our image as a total solution provider.

We have now an experienced and energetic team in place; which is committed to deliver international quality products through appropriate systems and processes in line with industry requirement. New initiatives have been started, focusing on relevant behavioural and functional competencies so as to help the business. We are continuously imparting training on products and application processes to our regional sales teams, distributors and key customers.

Sincerely,

Dr G V G RaoManaging Director

Operational Highlights

We are constantly looking within to find better ways of managing our operations, at the workplace as well as in the marketplace, so that we are not tied only to the vagaries of the unpredictable external business environment. We are therefore endeavouring to develop the ability to go into details, individually and collectively, and build on human creativity.

People

• Stabilisationofmatrixorganisationstructure

• Introductionof360degreefeedbacksystem

Environment

• Workingonsustainabletechnologies;newproductslikeRucolinRSO,RustolAROaredevelopedfromre-newablesources

unlike other products which are based on the perishable natural sources

• Introducedspecialitysiliconeswithfunctionalpropertieslikemoisturemanagement

• IntroducedmodifiedRucoflowCPBasareplacementforSilicate,whichcreatesprobleminrecyclingofwaterbyharming

the membrane in RO process

Manufacturing

• Shiftingofmanufacturingplant,includingvesselsfromVadodaratoAtulmanufacturingsite

• Unificationofproductformulation,qualityassurance,processcontrolandtechnicalservicelaboratories

Technology

• LaunchedfluorocarbonfinishesbasedonC-6fluorochemistry,asareplacementofPFOA|PFOS,whicharefallingunder

the category of environmentally restricted substances

• IntroducedfirstBluesignapprovedwaterrepellentbasedonspecialhyper-branchedpolymer

• IntroducednovelproductsinIndianmarkettoachieveexcellencefocusingonecologicalrequirements

Marketing

• Newproductrangelaunched

• Marketingtoolsdevelopedwithfocusoncomparativeperformanceevaluation,costcompetitivenessandmarketneeds

• Strengtheningofdistributionnetwork

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Directors’ Report

Dear Members,

The Board of Directors presents the Annual Report of Rudolf Atul Chemicals Ltd (RACL) together with the audited statement of accounts for the 15 months period ended March 31, 2012.

Financial results

(` cr)

15 months ended March 31, 2012

12 months ended December 31, 2010

Revenue from operations 11.30 9.88

Other income 0.06 0.45

Total revenues 11.36 10.33

Profit before tax and exchange rate difference (0.34) 2.05

Exchange rate difference - expense

Profit before tax (0.34) 2.05

Provision for tax 0.16 0.70

Profit for the year (0.51) 1.35

Tax adjustments for the earlier years 0.00 0.00

Profit available for appropriation (0.51) 1.35

Balance brought forward 2.45 1.10

Disposable surplus 0.00 0.00

Appropriations

General reserve 0.00 0.00

Proposed dividend 0.00 0.00

Dividend distribution tax 0.00 0.00

Balance carried forward 1.94 2.45

Dividend

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

Financial Performance

Net sales for the 15 month period were ` 11.30 cr. The margins were under pressure and reduced significantly; the PBT before exceptional items reduced from ` 2.05 cr to Loss of ` (0.34) cr. The reduction in profitability was mainly on account of increase in input prices, fixed costs and exchange loss.

Insurance

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

Directors

According to Article 134 of the Articles of Association of the Company, Dr Wolfgang Anton Schumann retires by rotation and being eligible offer himself for reappointment at the forthcoming Annual General Meeting scheduled on July 27, 2012.

Corporate Governance

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

Listing

The Company is not listed in Bombay Stock Exchange Ltd and National Stock Exchange of India Ltd.

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Fixed Deposits

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

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

Information required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules,1975, as amended from time to time, forms a part of this Report. However, as per the provisions of Section 219(1)(b)(iv), the Report and Accounts are being sent to all the Members excluding the information relating to conservation of energy, technology absorption, foreign exchange earnings & outgo and the statement of particulars of employees. Any Member interested in obtaining such particulars may inspect the same at the registered office of the Company or write to the Company Secretary for a copy.

Directors’ Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that to the best of their knowledge and belief:

(i) In the preparation of the annual accounts, the applicable Accounting Standards were followed

(ii) Such Accounting Policies were selected and applied consistently and such judgements and estimates were made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2012 and of the profit of the Company for the year ended on that date

(iii) Proper and sufficient care was taken to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(iv) The attached annual accounts for the year ended March 31, 2012 were prepared on a going concern basis.

Auditors

M/s V D Shukla & Co, the Statutory Auditors of the Company, will retire at the conclusion of the ensuing AGM and are not desirous to continue to act as the Auditors for 2012-13.

The relevant notes forming a part of the accounts are self explanatory and give full information and explanation in respect of the observations made by the Auditors in their Report.

M/s B R Shah & Associates, Chartered Accountants have consented to act as Statutory Auditors of the Company for 2012-13, if appointed.

Acknowledgements

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

For and on behalf of the Board of Directors

Mumbai Dr Wolfgang A SchumannSeptember 27, 2012 Chairman


Management Discussion & Analysis

Rudolf Atul Chemicals Ltd, a JV company formed during

the year, will provide a complete range of textile chemicals

where the Business had made a beginning and had a

minuscule presence in Indian market.

World market for textile chemicals is estimated at

US$ 11 bn and is growing at about 2% and Indian

market is estimated at US$ 800 mn and is growing at

about 3%.

The main user industry, namely, Textile, is heavily dependent

on the markets of the USA and Europe; due to difficult

economic situation in some of these countries, the industry

has shown considerably sluggish growth. The growth of

domestic Textile industry has been impacted by the closure

of textile units in Tirupur and the volatility in cotton prices.

The Company is trying to overcome downward pressure on

prices by i) debottlenecking capacities and thus reducing

the cost per unit, ii) introducing new textile chemicals,

iii) improving efficiencies and iv) widening its market reach.

Treatment costs are expected to remain high given that the

manufacture of dyes generates significant pollutants.

The business unit caters to one of the basic needs of

mankind - the Textiles. The textile industry in India, with

its intrinsic strength and with the aid of several promoting

factors has made its mark on the global scenario,

penetrating the market both in terms of range of products

and countries.

India has witnessed a high growth of its economy in last

decade, which is expected to continue in foreseeable future

as well. With increase in investments in industry sectors,

higher consumption and growing exports, increasing

affordability of consumers, the industry is poised for a

considerable growth. This will ultimately lead to increased

demand of all type of textile segments the apparel, home

furnishing as well as technical textiles.

Highest growth is envisaged in the Technical Textile

segment owing to increasing adaptability and acceptance

of products. This segment has not only witnessed the

spending capacity of consumers, but also their willingness

to spend on products which were not used previously.

Such products include wipes, diapers, sanitary napkins,

disposable sheets, pads, etc. With growing awareness,

consumer will realize, and be willing to pay for the superior

functionality of such technical textile products.

The per capita consumption of textile material is

continuously increasing and is estimated to be 20 kg,

which in turn is associated with proportional usage of

process as well as effect chemicals.

However, the recent economic turmoil gripping developed

nations all over the world has affected this industry and

our business. The slowdown of economy and recessionary

trends mainly in the US and Europe has cast a shadow on

our business in domestic market with the export oriented

units.

Many organised Textile processors who had made

substantial investments in anticipation of increase in

demand from the overseas market, are unable to sustain

cost pressures. The unorganised sector is also experiencing

intensive competitive pressure.

The changing economic order and shift in the consumer

behavior is opening new opportunities beyond the

traditional apparel textiles segment. Thus, evolving need to

search for new markets explore strengths of Rudolf range

of specialty effect chemicals for the small but fast growing

furnishing and technical textile market in India.

The rise in demand for value added apparels, home

furnishing and technical textiles is expected to drive future

growth of dyestuffs and chemicals.

Unfavorable currency fluctuations may affect our basic raw

material imports affecting our local cost competitiveness.

Decline in realisation due to intense local competition and

adverse demand supply scenario are expected to have an

impact on Indian textile chemical industry.

The current year is year of product integration, establishing

and strengthening manufacturing infrastructure,

consolidation of distribution channels and training of

sales teams. We expect to increase sales through focused

promotion in key product segments and in the hitherto

unexplored niche market segments of home furnishing

and technical textiles, with combined dyes and chemicals

package.

The reduction in global demand coupled with price pressure

will have a major impact on export markets whereas the

renewed focus by major textile manufacturers in Indian

market would improve domestic business scenario.

In view of this business dynamics, several initiatives

have been taken to improve market competitiveness by

taking appropriate measures in terms of formulating

products based on locally available raw materials without

compromising on the internationally set quality standards.

Further work on the indigenisation of products to suit

domestic market requirements and application conditions,

rationalisation of the product mix, promotion of dyes and

chemicals package and introduction of complimentary

product ranges is in progress.

Co-ordination with major domestic and international

textile brands with the help of our European partners

and offering value for money advantage to customers

as a reliable supplier is expected to boost image of the

organisation.

Internal Control Systems

The Internal Control Systems of the Company are

commensurate with the nature of its business and size and

complexity of its operations. These are routinely tested and

certified by Statutory as well as Internal Auditors covering

all key areas of business. Significant audit observations

and follow up actions and recommendations thereon are

reported to the higher management and Audit Committee

for its review.

The Company has an in-house Internal Audit Department

consisting of professionally qualified managers and is also

working with reputed firms specialising in internal audit

function. The combined efforts are helping the Company

to introduce best practices required to manage its growing

business that now comprises, amongst others, subsidiary,

joint venture and associate companies in India and abroad.

During the year, the Company further strengthened

the systems of internal audit and risk assessment and

mitigation and took several key initiatives. In specific,

the Company i) introduced usage of advanced analytical

tools and techniques for internal audit and thus helped

to improve coverage, efficiency and effectiveness of audit

and ii) implemented Enterprise Risk Management for the

Company and iii) increased the audit coverage.

Human Resources

The Company continued with its drive to institutionalise

and upgrade its HR processes. In particular, it focused

on improving its processes relating to Performance

Management (Training & Development, Key Initiatives:

identification and review, Competencies, 360 degree

feedback and fixed and variable pay). The identification

and review process of Key Initiatives has become more

robust and is continuously upgraded.

Statements made in the Management Discussion & Analysis

report relating to projections, estimates, expectations

or predictions are based on certain assumptions. The

Company cannot guarantee that these assumptions are

accurate or will be realised. The actual results, performance

or achievements of the Company may thus differ materially

from those estimated or projected.

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Report on Corporate Governance

1. Philosophy

Transparency and accountability are the two basic tenets of Corporate Governance. The Company is committed to conducting business the right way which means taking decisions and acting in a way that is ethical and in compliance with the applicable legal requirements. It will endeavour to continuously improve its Corporate Governance performance with a view to earn trust and respect of all its Stakeholders.

The Board of Directors 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 Directors

2.1 Board Business

The normal business of the Board comprises:

2.1.01 Approving capital expenditure and operating budgets

2.1.02 Approving joint ventures, collaborations, mergers and acquisitions

2.1.03 Approving loans and investments

2.1.04 Approving sale of investments and assets

2.1.05 Approving borrowings in nature of short, medium or long-term

2.1.06 Approving creation of charge on assets in favour of lenders

2.1.07 Approving commission payable to the Directors within the limit set by Shareholders

2.1.08 Approving contracts in which Director(s) are deemed to be interested

2.1.09 Approving appointment of the Cost Auditors

2.1.10 Approving cost audit reports

2.1.11 Approving declaration of interim dividend

2.1.12 Approving unaudited quarterly financial results and audited annual accounts including segment-wise revenues, results and capital employed

2.1.13 Approving matters requiring statutory | Board consent

2.1.14 Reviewing foreign exchange exposure and exchange rate movement, if material

2.1.15 Reviewing fatal or serious accidents, dangerous occurrences and material environmental matters

2.1.16 Reviewing default in payment of statutory dues

2.1.17 Reviewing materially important show cause, demand, prosecution and penalty notices

2.1.18 Reviewing status on compliance of regulatory | statutory and listing requirements

2.1.19 Recommending appointment of the Statutory Auditors

2.1.20 Recommending declaration of final dividend

2.1.21 Noting minutes of the meetings of the Board, Audit or any other Committee meetings and also the resolution(s) passed by circulation

2.1.22 Noting general notices of interest of the Directors

2.2 Appointment and Tenure

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 Chairman and the Managing Director are 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 experts drawn from diverse fields|professions. At this time, it consists of six Members, comprising three Non-executive Directors, two Promoter Directors and one Managing Director. Independent Directors account for 50% of the strength of the Board. The Non-executive Directors are eminent professionals, drawn from amongst persons with experience in business, finance, industry and law.

Number Name Directorship(s) in other

company(ies)¹

Membership(s) of the

Committee(s) of the Board(s)

Chairmanship(s) of the

Committee(s) of the Board(s)

Chairman 1 Dr Wolfgang Anton Schumann - - -

Managing Director2 Dr G V G Rao - - -

Directors3 Mr Ulrich Hambrecht - - -4 Mr T R Gopi Kannan 6 2 -

Independent Directors5 Mr Sudhir Merchant 4 4 -6 Mr Sujal Shah 7 6 6

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

2.4 Board Meetings

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

Number Day Date Venue1 Thursday May 26, 2011 Ahmedabad2 Thursday July 19, 2011 Ahmedabad3 Saturday August 18, 2011 Ahmedabad4 Friday November 25 , 2011 Mumbai5 Tuesday February 07, 2012 Mumbai

2.5 Attendance at the Board Meetings and at the Annual General Meeting

Number Name Board Meetings AGM on August 04, 2011Total Attended

1 Dr Wolfgang Anton Schumann 5 5 Present2 Dr G V G Rao 3 3 -3 Mr Ulrich Hambrecht 5 4 Present4 Mr T R Gopi Kannan 3 3 -5 Mr Sudhir Merchant 3 2 -6 Mr Sujal Shah 3 2 -

2.6 Appointment | resignation | cessation during the year

Appointed: Dr G V G Rao was appointed as Managing Director of the Company, Mr T R Gopi Kannan,Mr Sudhir Merchant and Mr Sujal Shah were appointed as an Additional Director on August 18, 2011

Resigned: Mrs Anupama Kiri resigned from Managing Directorship with effect from July 19, 2011, while Mr Anton Ernst Schumann and Mr Wolfgang Ernst Schumann resigned from their Directorship with effect from August 18, 2011

Ceased: Nil


2.7 Remuneration

Number Name Remuneration during the yearSitting fees

`

Salary and perquisites

`

Commission

`

Total

`

Chairman 1 Dr Wolfgang Anton Schumann - - - -

Managing Director2 Dr G V G Rao - - - -

Director3 Mr Ulrich Hambrecht - - - -4 Mr T R Gopi Kannan - - - -

Independent Directors5 Mr Sudhir Merchant 10,000 - - 10,0006 Mr Sujal Shah 10,000 - - 10,000

Sitting fees constitute fees paid to Non-executive Directors for attending the Board and Committee meetings of up to ` 10,000 per meeting.

3. Committees of the Board

The Board has constituted the following Committees:

Audit Committee

3.1 Audit Committee

3.1.1 Role

i) Approving the appointment of CFO ii) Reviewing | Overseeing the financial reporting process and the disclosure of financial information

to ensure that the financial statements are correct, sufficient and credible iii) Reviewing matters under the Directors’ Responsibility Statement to be included in the Directors’

Report in terms of Clause (2AA) of Section 217 of the Companies Act, 1956 iv) Reviewing of the following information mandatorily

Management Discussion & 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 Systems Appointment, removal and terms of remuneration of the Chief Internal Auditor

v) Reviewing quarterly | annual financial statements with the Management before submission to the Board, focusing primarily on

Any changes in Accounting Policies and practices Major accounting entries based on exercise of judgement by the Management Qualifications in the draft audit report Significant adjustments arising out of audit Going concern assumption Compliance with Accounting Standards Any related party transactions, that is, transactions of the Company of material nature, with

Promoters or the Management, their subsidiary companies and relatives, among others, that may have potential conflict with the interest of the Company at large

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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 Internal Audit Department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of Internal Audit

viii) 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 material nature and reporting such matters to the Board

ix) Reviewing financial and risk management policies

x) 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

xi) Reviewing periodically compliance reports of all laws applicable to the Company as well as steps taken to rectify instances of non-compliances

xii) Recommending appointment and removal of the Statutory Auditors and fixation of audit fees, and approval for payment for any other services

xiii) Determining | formulating the Code of Conduct and related matters

xiv) Determining procedures about the risk assessment and minimisation and reviewing periodically to ensure that the executive management control risks through means of a properly defined framework

xv) Discussing with the Internal Auditors on any significant findings and follow up thereon

xvi) 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 areas of concern

xvii) Discussing with the Auditors, periodically, about Internal Control Systems, the scope of audit including the observations of the Auditors and review of quarterly, half-yearly and annual financial statements before submission to the Board

xviii) Ensuring compliance of Internal Control Systems

3.1.2 Composition

The Committee comprises three Members. All the Members are Non-executive and Independent Directors. The Members have relevant experience in financial matters.

Number Name Designation1 Mr Sudhir Merchant Chairman2 Mr Sujal Shah Member3 Mr T R Gopi Kannan Member

3.1.3 Meetings and Attendance

During the year one meeting was held:

Number Name Total Attended1 Mr Sudhir Merchant 1 12 Mr Sujal Shah 1 13 Mr T R Gopi Kannan 1 1

The Statutory Auditors, the Cost Auditors, the Chairman & Managing Director, Company Secretary, Heads of Finance, Legal & Secretarial, Costing and Internal Audit are permanent invitees to the meetings.

The Board notes the minutes of the Audit Committee meetings.


4. Company Policies

4.1 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. Affirmation and Disclosure

There were no materially significant related party transactions, pecuniary transactions or relationships between the Company and its Directors or the Management and their subsidiary companies 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 the 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.

6. Shareholders’ Information

6.1 Annual General Meeting 2012

Details of the 8th AGM are as under:

Year Location Date Time 2011-12 B 18598, Atul 396020, Gujarat, India September 27, 2012 02.00 p.m.

As required under Clause 49 VI (A), particulars of the Directors seeking reappointment | appointment are given in the Notice of the AGM.

6.2 Financial Year

April 01 to March 31

6.3 Date of Book Closure

Not applicable

6.4 Location of plant

Atul 396020, Gujarat, India

6.5 Address for correspondence

Secretarial and Legal Department, Rudolf Atul Chemicals Ltd, Atul 396020, Gujarat, India E-mail id: [email protected]

7. Role of the Company Secretary in overall governance process

All the Directors have access to the suggestions and services of the Company Secretary | Secretarial Department in ensuring an effective functioning of the Board and its Committees. The Company Secretary administers, attends and prepares minutes of the Board and the Committee proceedings in accordance with the statutory requirements as well as the norms of Corporate Governance.

8. Certification by the Statutory Auditors

Certificate from the Statutory Auditors of the Company, M/s V D Shukla & Co Chartered Accountants, regarding compliance of conditions of Corporate Governance is enclosed.

For Rudolf Atul Chemicals Ltd

Mumbai Dr G V G RaoSeptember 27, 2012 Managing Director

14 | 15

Auditors’ Certificate regarding compliance of conditions of Corporate GovernanceTo the Members of Rudolf Atul Chemicals Ltd

We have examined the compliance of conditions of Corporate Governance by Rudolf Atul Chemicals Ltd, for the 15 month period ended March 31, 2012.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance, issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance.

We 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 ofM/s V D Shukla & Co

Firm Registration No. 110240WChartered Accountants

Vimal D ShuklaAhmedabad ProprietorMay 18, 2012 Membership No. 036416


Notice

NOTICE is hereby given that the 8th Annual General Meeting (AGM) of the Members of the Company will be held on September 27, 2012 at 02.00 p.m. at B 18598, Atul, 396020, Gujarat, India to transact the following business:

Ordinary Business:

1. To receive, consider and adopt the Balance Sheet as on March 31, 2012 and the Profit and Loss Account for the 15 month period ended on that date together with the reports of the Directors and the Auditors thereon.

2. To appoint a Director in place of Dr Wolfgang Anton Schumann who retires by rotation under Article 154 of the Articles of Association of the Company and being eligible, offers himself for reappointment.

Special Business:

3. To consider and, if thought fit, to pass, with or without modifications, the following resolution as an ordinary resolution:

“RESOLVED THAT M/s B R Shah & Associates, Chartered Accountants be and are hereby appointed as Statutory Auditors of the Company in place of V D Shukla & Co, the retiring Statutory Auditors (who have given notice in writing to the Company stating that they are not desirous of getting reappointed) 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. Appointment of Mr T R Gopi Kannan as a Director:

To consider, and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT Mr T R Gopi Kannan retiring at this Annual General Meeting having been appointed as an Additional Director under Article 134 of Articles of Association of 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 liable to retire by rotation.”

5. Appointment of Mr Sudhir Merchant as a Director:


“RESOLVED THAT Mr Sudhir Merchant retiring at this Annual General Meeting having been appointed as an Additional Director under Article 134 of Articles of Association of 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 liable to retire by rotation.”

6. Appointment of Mr Sujal Shah as a Director:


“RESOLVED THAT Mr Sujal Shah retiring at this Annual General Meeting having been appointed as an Additional Director under Article 134 of Articles of Association of 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 liable to retire by rotation.”

By order of the Board

Atul Nirali SolankiMay 18, 2012 Company Secretary

Notes:

1. A member eligible to attend and vote at the Annual General Meeting (‘the Meeting’) is entitled to appoint a proxy to attend and vote instead of himself | herself and such proxy need not to be a Member. Proxies in order to be effective must be received not less than 48 hours before the Meeting at the registered office of the Company

2. Corporate Members intending to send their authorized representatives to attend the Meeting are requested to send certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting to the Company

16 | 17

3. Member | Proxies are requested to bring with them the duly filled in Attendance Slips sent herewith for attending the Meeting

4. Reappointment | Appointment of the Directors: At the ensuing AGM, Dr Wolfgang A Schumann retires by rotation and being eligible offer himself for reappointment. Mr T R Gopi Kannan, Mr Sudhir Merchant and Mr Sujal Shah are proposed to be confirmed and appointed as directors. The details pertaining to them are as under:

Name Dr Wolfgang A SchumannDate of birth July 09, 1973Directorship in other companies NILMembership in committees of other companies

NIL

Number of shares held in the company NIL

Name Mr T R Gopi KannanDate of birth March 30, 1959Brief résumé Mr T R Gopi Kannan has done FCA, FCS, PGDM, FICWA, ACMA

(London). He is having experience of 27 Years including around 9 years in Pfizer Ltd and Nestle India Ltd in the areas of Finance, accounting and control and over 18 years in Atul Ltd as head of finance function

Directorship in other companies Amal LtdAmeer Trading Corporation LtdAtRo LtdAtul Americas IncAtul Bioscience LtdAtul China LtdAtul Deutschland GmbHAtul Elkay Polymers LtdAtul Europe LtdAtul Rajasthan Date Palms LtdDPD LtdM. Dohman S.A.

Membership in committees of other companies

Member of Audit Committee:Amal Ltd – Audit CommitteAtul Bioscience Ltd – Member of Audit CommitteAtul Education Trust

Number of shares held in the Company 1

Name Mr Sudhir Ajitkumar MerchantDate of birth August 25, 1953Brief résumé Graduated from Sydenham College of Commerce & Economics and

Master of Management Studies (MMS) from Jamnalal Bajaj Institute of Management Studies. Industrialist, having more than 35 years of Experience in various companies of initiating Greenfield projects as well as dealing with foreign joint venture partners. Travelled extensively within India and abroad.Associated with various Trusts, who run Educational Institutions, Temples and charitable activities, etc. Member of World Presidents’ Organisation | Young Presidents’ Organisation, Bombay Management Association, Cricket Club of India Ltd., Bombay Gymkhana Ltd., Willingdon Sports Club, Amateur Riders’ Club, WIAA Club, Club Mahabaleshwar.


Directorship in other companies The Indian Card Clothing Co LtdTCPL Packaging LtdEncore Natural Polymers Pvt LtdZYG Pharma Pvt LtdEncore Healthcare Pvt LtdSaidarshan Business Centres Pvt LtdEncore Business Centre Pvt Ltd Gum Manufacturers’ Association of India Piramal Estates Pvt Ltd Shivraj Sugar & Allied Products Pvt Ltd Begonia Constructions Pvt Ltd Yuvak Ventures Pvt Ltd


Trustee of Committees:Bai Kabibai & Hansraj Morarji Charity TrustBai Hiravahu KhimjiJiva CharitiesKhimjiJiva CharitiesShri Ramji Shri Hanuman & Shri Ganpati TrustChairman of Committees:Shellac & Forest Products Export Promotion CouncilMember of Committees:Indian Card Clothing Co Ltd – Audit CommitteeTCPL Packaging Ltd – Audit Committee, Shareholders & Investors Grievance Committee, Remuneration Committee

Name Mr Sujal ShahDate of birth September 23, 1968Brief résumé Mr Sujal Shah is a practicing Chartered Accountant having an overall

post qualification experience of about 20 years. He is founder partner of SSPA & Co., Chartered Accountants, Mumbai, and is involved in Corporate Consultancy practice of the firm.His main areas of practice are Valuation for Mergers & Acquisitions, advising on Restructuring of business, conducting financial due-diligence, and general corporate advisory.He is a regular speaker at various forums including the Institute of Chartered Accountants, Institute of Company Secretaries, Symbiosis, Pune on various subject including, Mergers & Acquisitions, Valuations, Due Diligence Review, etc.He has been associated with several large Corporate Mergers;He has authored several papers on subjects of Valuations and Restructuring for WIRC and BCAS. He is the contributor to the Reference published by the Bombay Chartered Accountants’ Society and WIRC of the Institute of Chartered Accountants of India.

Directorship in other companies Gitanjali Gems LtdKeynote Corporate Services LtdReliance Asset Reconstruction Co LtdHindoostan Mills LtdReliance MediaWorks LtdAmal LtdHindoostan Technical Fabrics LtdAmritBanapati Company LtdSabero Organics Gujarat Ltdi-Process Services (India) Pvt LtdPramerica Trustees Pvt Ltd


Trustee, The Chamber of Tax ConsultantsChairman of Committees:Reliance Media Works Ltd – Audit Committee,Gitanjali Gems Ltd – Audit Committee, Remuneration Committee.Reliance Asset Reconstruction Company Ltd – Audit CommitteeHindoostan Mills Ltd – Audit CommitteeKeynote Corporate Services Ltd – Audit CommitteeMember of Committees:Hindoostan Mills Ltd – Audit CommitteeAmal Ltd – Audit Committee, Remuneration CommitteeAmrit Banaspati Company Ltd – Audit CommitteeSabero Organics Gujarat Ltd – Remuneration Committee

Number of shares held in the Company NIL

By Order of the Board

Registered office Nirali SolankiAtul 396020, Gujarat, India Company SecretaryMay 18, 2012

18 | 19


Report of the Auditors

To the Members,

1. We have audited the attached Balance Sheet of Rudolf Atul Chemicals Ltd as at March 31, 2012, and the related Statement of Profit and Loss and the Cash Flow Statement for the 15 month period ended on that date annexed thereto, which we have signed under reference to this report. 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 the 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 the 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 (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004 (together 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 in paragraph 3 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 purposes of our audit;

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the Directors, as on March 31, 2012 and taken on record by the Board of Directors, none of the Director is disqualified as on March 31, 2012 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, 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, 2012;

(ii) in the case of the Statement of Profit and Loss, of the loss for the 15 month period ended on that date; and

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

For and on behalf ofM/s V D Shukla & Co

Firm Registration No. 110240WChartered Accountants

Vimal ShuklaAhmedabad Proprietor May 18, 2012 Membership No. F-0036416

Annexure to Report of the Auditors

Referred to in paragraph 3 of the Auditors’ Report of even date to the Members of Rudolf Atul Chemicals Ltd on the financial statements for the year ended March 31, 2012

i. (a) The Company is generally maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

ii. (a) The inventory (excluding stocks with third parties) has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

The other Clauses, (iii)(b), (iii)(c), and (iii)(d) of paragraph 4 of the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004, are not applicable in the case of the Company for the year, since in our

opinion there is no matter which arises to be reported in the aforesaid order.

iv. In our opinion and according to the information and explanations given to us, there is an adequate Internal Control System commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, no major weaknesses have been noticed or reported.

v. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of ` 0.05 cr in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits.

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

viii. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under Clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

20 | 21


ix. There were no dues towards service tax and wealth tax as at March 31, 2012 which has not been deposited on account of any dispute.

x. The Company has accumulated losses as at March 31, 2012 and it has also incurred cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the Balance Sheet date.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. The provisions of any special statute applicable to chit fund | nidhi | mutual benefit fund | societies are not applicable to the Company.

xiv. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

xv. In our opinion and according to the information and explanations given to us, the terms and conditions of the corporate guarantees given by the Company, for loans taken by a subsidiary company and others from banks or financial institutions during the year, are not prejudicial to the interest of the Company.

xvi. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

xvii. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and

according to the information and explanations given to us, there are no funds raised on a short-term basis which 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 Act during the year.

xix. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the year end.

xx. The Company has not raised any money by public issues during the year.

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

For and on behalf of

M/s V D Shukla & CoFirm Registration No. 110240W

Chartered Accountants

Vimal ShuklaAhmedabad Proprietor May 18, 2012 Membership No. F-0036416

22 | 23

Balance Sheet as at March 31, 2012

(` lacs)Particulars Note As at

March 31, 2012As at

December 31, 2010

I EQUITY AND LIABILITIES 1 Shareholders’ funds

(a) Share capital 2 583.75 291.88(b) Reserves and surplus 3 610.97 340.63

1,194.72 632.512 Non-current liabilities

(a) Long-term borrowings 4 0.00 12.52(b) Deferred tax liabilities (net) 5 30.85 22.84(c) Long-term provisions 6 4.06 4.13

34.90 39.49

3 Current liabilities (a) Short-term borrowings 7 3.11 2.51(b) Trade payables 8 330.93 465.30(c) Other current liabilities 9 56.13 35.04(d) Short-term provisions 10 103.85 95.79

494.02 598.651,723.65 1,270.65

II ASSETS 1 Non-current assets

(a) Fixed assets (i) Tangible assets 11 185.26 212.83 (ii) Intangible assets 11 214.58 58.02 (iii) Capital work-in-progress 0.00 0.00

399.84 270.85(b) Non-current investments 12 0.00 0.00(c) Long-term loans and advances 13 0.81 2.08(d) Other non-current assets 14 4.98 4.10

405.63 277.032 Current assets

(a) Inventories 15 227.06 402.16(b) Trade receivables 16 437.92 384.11(c) Cash and bank balances 17 196.21 72.33(d) Short-term loans and advances 18 456.31 134.64(e) Other current assets 19 0.51 0.55

1,318.02 993.781,723.65 1,270.80

Notes form an integral part of these financial statements

As per our attached report of even date For and on behalf of the Board of Directors

For V D Shukla & CoFirm Registration No 110240W Dr Wolfgang A SchumannChartered Accountants Chairman Vimal D Shukla Dr G V G RaoProprietor Ulrich Hambrecht Managing DirectorMembership No 036416 T R Gopi Kannan Sudhir MerchantAhmedabad Nirali Solanki Sujal Shah MumbaiMay 18, 2012 Company Secretary Directors May 18, 2012


Statement of Profit and Loss for the year ended March 31, 2012

(` lacs)Particulars Note 15 Month

period ended 31-03-2012

12 Month Period ended 31-12-2010

REVENUERevenue from operations Sale of products 1130.48 987.53 Sale of services Other operating revenues 20 0.00 Less: Excise duty

1,130.48 987.53 Other income 21 5.98 45.10

1,136.46 1,032.63 EXPENSES Cost of materials consumed 22 669.88 489.63 Purchase of stock-in-trade 0.00 - Changes in inventories of finished goods,

work-in-progress and stock-in-trade 23 14.11 25.96

Employee benefit expenses 24 68.12 72.09 Finance costs 25 16.00 27.29 Exchange rate difference (net) (excluding loss considered

in Note 25)0.00 -

Depreciation and amortisation expenses 11 35.32 17.65 Other expenses 26 367.32 194.82

1,170.76 827.44 Profit before exceptional items and tax (34.30) 205.19 Exceptional items

Gain on settlement of long-term export advanceRecovery of advance written off in earlier yearsReversal of Provision for diminution in value of long-term investment in subsidiary

- - Profit before tax (34.30) 205.19

Tax expenseCurrent tax 8.42 61.38 Deferred tax 8.00 8.47 Add: Tax adjustments for the earlier years

16.42 69.85 Profit for the year (50.72) 135.34 Basic and diluted earning ` per Equity Share (1.16) 4.64 Notes form an integral part of these financial statementsAs per our attached report of even date For and on behalf of the Board of Directors


24 | 25

Cash Flow Statement for the year ended March 31, 2012

(` lacs)Particulars 2011-12 2010-11

(A) CASH FLOW FROM OPERATING ACTIVITIESProfit before taxAdd:Depreciation and amortisation expensesFinance cost Loss on assets sold or discardedUnrealised exchange rate difference (net)Bad debts and irrecoverable balances written offProvision for doubtful debtsObsolette material written off

- - - -

Less:Dividend receivedInterest receivedImpairment written backProvisions no longer requiredGain on settlement of long-term export advanceReversal of provision for diminution in value of long-term investmentSale of technical know-howSurplus on sale of fixed assets

- - Operating profit before working capital changes - -

Adjustments for:InventoriesTrade receivablesShort-term loan and advancesOther current assetsNon-current assetsLong-term loan and advancesLong-term provisionTrade payablesOther current liabilitiesShort-term provision

- - Cash generated from operations - - Less:Direct taxes (refund) | paidNet cash flow from operating activities A - -


Cash Flow Statement for the year ended March 31, 2012 (contd)

(` lacs)Particulars 2011-12 2010-11

(B) CASH FLOW FROM INVESTING ACTIVITIESPurchase of tangible assets Purchase of intangible assets Capital advancesInvestments in subsidiary companiesInvestments in associate companies Investments in joint venture companiesRepayments | (disbursements) of loansLong-term bank depositShort-term bank depositSale of fixed assetsInterest receivedDividend receivedNet cash used in investing activities B - -

(C) CASH FLOW FROM FINANCING ACTIVITIESProceeds from long-term borrowingsAdd: Exchange rate differenceProceeds from long-term borrowings (adjusted) - - Proceeds from short-term borrowingsTotal proceeds from borrowings - - Payment of Unclaimed dividendInterest paid Dividend on Equity Shares (including dividend distribution tax)Net cash used in financing activities C - - Net change in cash and cash equivalents A+B+C - - Opening balance Cash and cash equivalents - Closing balance Cash and cash equivalents

- - As per our attached report of even date For and on behalf of the Board of Directors


26 | 27

Notes to financial statements

(` lacs)

NOTE 2 SHARE CAPITAL As at March 31, 2012

As at December 31, 2010

Authorised70,00,000 Equity Shares of ` 10 each 700.00 350.00 Issued58,37,500 Equity Shares of ` 10 each 583.75 291.88 Subscribed58,37,500 Equity Shares of ` 10 each, fully paid 583.75 291.88 Add: Forfeited shares (amount paid-up)

1,867.50 933.76The Company has single class of shares referred to as Equity Shares having a par value of ` 10

In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the Shareholders.

Each holder of Equity Shares is entitled to one vote per share.

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General Meeting.

Details of Shareholders holding more than 5% of Equity Shares:

Sr. No.

Name of the Shareholder As atMarch 31, 2012

As atDecember 31, 2010

Holding % No of shares Holding % No of shares1 I B Industiechemie-Beteiligungs-GMBH 98.4% 29,187,500 77.7% 22,687,500 2 Atul Ltd 98.4% 29,187,500 0.0%3 Anupamaben Kiri 22.3% 6,500,000



(` lacs)

NOTE 3 RESERVES AND SURPLUS As at March 31, 2012


(a) Capital reserve(b) Securities premium account 416.69 95.63 (c) Revaluation reserve: Balance as at the beginning of the year Less: Transferred to Statement of Profit and Loss Balance as at the end of the year - - (d) Hedging reserve {see note 27.10 (c)}: Balance as at the beginning of the year - Add|(Less): Transferred to Statement of Profit and Loss outstanding at the end of the year Balance as at the end of the year - - (e) General reserve: Balance as at the beginning of the year Add: Transferred from unclaimed amount of fractional coupons

of bonus shares Add: Transferred from Statement of Profit and Loss Balance as at the end of the year - - (f) Surplus in Statement of Profit and Loss: Balance as at the beginning of the year 245.01 109.66 Add: Profit for the year (50.72) 135.34 Amount available for appropriation 194.29 245.01 Less : Appropriations General reserve Proposed dividend on Equity Shares for the year Dividend distribution tax on proposed dividend Balance as at the end of the year 194.29 245.01

610.97 340.63

(` lacs)

NOTE 4 LONG-TERM BORROWINGS

Non Current CurrentAs at

March 31, 2012


As at March 31,

2012


(a) Term loans Secured: (i) Rupee term loans from banks - 1.47 (ii) Rupee term loans from financial institutions (iii) Foreign currency term loans from banks (iv) Foreign currency term loans from financial

institutions Unsecured: (v) Rupee term loans from banks

- 1.47 - - (b) Deposits, unsecured: (i) Public deposits from related parties - 5.04 - - (ii) Public deposits from others - 6.00 - -

- 11.04 - - Amount disclosed under the head ‘Other Current Liabilities’ - - - -

- 12.52 - -

28 | 29


(` lacs)

NOTE 5 DEFERRED TAX LIABILITIES (NET) As at March 31, 2012

Charge | (credit) during the year

As at March 31, 2011

Deferred tax liabilities:on account of timing difference in depreciation 30.85 8.00 22.84

30.85 8.00 22.84 Deferred tax assets:on account of timing difference in(a) Provision for leave encashment(b) Provision for doubtful debts(c) Provision for doubtful advances(d) Voluntary retirement scheme(e) Expenses disallowed under Section 40 (ia) of the

Income Tax Act, 19610.00 0.00 0.00

Net deferred tax liabilities | (assets) 30.85 8.00 22.84

(` lacs)

NOTE 6 LONG-TERM PROVISIONS As atMarch 31, 2012


Provision for Gratuity 4.06 4.13 4.06 4.13

(` lacs)

NOTE 7 SHORT-TERM BORROWINGS As at March 31, 2012

As at March 31, 2011

(a) Secured* Loans repayable on demand from banks (b) Unsecured Loans from banks (c) Buyers’ credit arrangement 3.11 2.51

3.11 2.51 * Security details:

(` lacs)

NOTE 8 TRADE PAYABLES As atMarch 31, 2012


(a) Trade payables including acceptances 330.93 465.30 330.93 465.30

Trade payables include ̀ 0.0 cr (Previous year ̀ 0.0 cr) 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.



(` lacs)

NOTE 8 TRADE PAYABLES (contd) As atMarch 31, 2012


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

(b) The amount of interest paid by the buyer in terms of Section 16 of the Micro, Small and Medium Enterprise 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 without 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 – –

(e) The amount of further interest remaining due and payable even in the succeeding years, 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 – –

Above disclosures have been made based on information available with the Company, for suppliers who are registered as Micro, Small and Medium Enterprise under ‘The Micro, Small and Medium Enterprise Development Act, 2006’ as at March 31, 2012.

(` lacs)

NOTE 9 OTHER CURRENT LIABILITIES As atMarch 31, 2012


(a) Current maturities of long-term borrowings (see Note 4) - - (b) Interest accrued but not due on borrowings (c) Interest accrued on cumulative public deposits(d) Unclaimed dividends*(e) Unclaimed matured deposits and interest thereon*(f) Security deposits 13.91 21.48 (g) Others: Advances received from customers 38.09 7.76 Employee benefit dues Creditors for Capital goods Statutory commission and discount payable Other current liabilities 4.13 5.80

56.13 35.04 * There is no amount due and outstanding to be credited to Investor Education and Protection Fund as at

March 31, 2012.

30 | 31

(` lacs)

NOTE 10 SHORT-TERM PROVISIONS As atMarch 31, 2012


(a) Provision: Leave entitlement Other employee benefits

- - (b) Others: Provision for mark-to-market losses on derivatives Proposed dividend (see Note 3) Dividend distribution tax on proposed dividend Other provisions 103.85 95.79

103.85 95.79


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(e)

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- -

Land

- Le

aseh

old

(b),

(d) a

nd (e

) -

- -

- Bu

ildin

gs (c

), (d

) and

(e)

142

.18

4.0

8 1

46.2

6 1

0.91

6

.08

- 1

6.99

1

6.99

1

29.2

7 Ro

ads

- -

- -

- Pl

ant a

nd e

quip

men

t (f)

43.

67

4.2

3 4

7.91

5

.17

2.8

0 -

7.9

7 0

.26

8.2

4 3

9.67

Ra

ilway

sid

ing

- -

- -

Offi

ce e

quip

men

t & fu

rnitu

re

27.

49

7.4

2 1

9.78

1

5.13

4

.81

2.2

5 6

.46

0.6

0 1

1.02

1

1.61

3

.52

Vehi

cles

5.3

9 5

.39

- 1

.41

0.5

1 1

.92

- -

- To

tal T

angi

ble

asse

ts 2

18.7

3 1

5.74

-

25.

16

209

.30

22.

30

11.

65

8.3

9 2

5.56

1

1.28

3

6.84

1

72.4

6 -

Inta

ngib

le a

sset

s 7

9.62

1

62.9

9 1

.74

240

.86

13.

26

6.8

0 0

.69

19.

37

19.

37

221

.49

Com

pute

r sof

twar

e 1

0.73

-

10.

73

2.6

7 2

.17

4.8

4 -

4.8

4 5

.89

Tota

l Int

angi

ble

asse

ts 9

0.35

1

62.9

9 1

.74

251

.60

15.

93

8.9

8 0

.69

24.

21

- 2

4.21

2

27.3

8 -

Tota

l as

atM

arch

31,

201

2 3

09.0

8 1

78.7

2 -

26.

90

460

.90

38.

23

20.

62

9.0

8 4

9.78

1

1.28

6

1.06

3

99.8

4 -

Tota

l as

atM

arch

31,

201

1 -

- -

-

Not

es:

(a)

At

cos

t, ex

cept

land

- fre

ehol

d, c

erta

in le

aseh

old

land

, bui

ldin

g pr

emise

s an

d pl

ant a

nd e

quip

men

t sta

ted

at re

valu

ed v

alue

. (b

) L

and

- lea

seho

ld a

t cos

t les

s am

ount

s w

ritte

n of

f.(c

)

Incl

udes

pre

mise

s on

ow

ners

hip

basis

` 1

.10

lacs

(Pre

vious

yea

r ` 1

.10

lacs

) and

cos

t of f

ully

paid

sha

re in

co-

oper

ative

soc

iety

` 2

,000

(Pre

vious

yea

r `

2,00

0).

(d)

The

Com

pany

has

reva

lued

(i) L

ease

hold

land

and

(ii)

Com

mer

cial

land

& b

uild

ing

at A

hmed

abad

, Mum

bai a

nd D

elhi

as

at M

arch

31,

200

8 at

fair

mar

ket v

alue

as

dete

rmin

ed b

y a

n in

depe

nden

t val

uer

appo

inte

d fo

r the

pur

pose

. Res

ulta

nt in

crea

se in

boo

k va

lue

amou

ntin

g to

` 1

07.4

7 la

cs h

as b

een

tran

sfer

red

to R

eval

uatio

n Re

serv

e.

(e)

Pu

rsua

nt to

the

orde

r pas

sed

by H

onou

rabl

e H

igh

Cour

t of G

ujar

at, d

ated

Nov

embe

r 17,

200

8 an

d Ap

ril 1

7, 2

009

in c

ase

of w

ater

cha

rges

, the

Com

pany

has

cre

ated

firs

t cha

rge

over

its

cert

ain

land

&

build

ings

in fa

vour

of G

over

nmen

t of G

ujar

at.

(f)

The

Com

pany

has

opt

ed to

reco

gnise

exc

hang

e di

ffere

nces

aris

ing

on re

port

ing

of lo

ng-t

erm

fore

ign

curr

ency

mon

etar

y ite

ms i

n lin

e w

ith p

arag

raph

46

of A

ccou

ntin

g St

anda

rd 1

1 ‘T

he e

ffect

s of c

hang

es

in F

orei

gn E

xcha

nge

Rate

s’ i

nser

ted

vide

Not

ifica

tion

date

d De

cem

ber 2

9, 2

011

issue

d by

the

Min

istry

of C

orpo

rate

Affa

irs. P

ursu

ant t

o th

e ab

ove,

the

effe

ct o

f exc

hang

e di

ffere

nces

on

long

-ter

m fo

reig

n cu

rren

cy m

onet

ary

item

s, so

far a

s the

y re

late

to a

cqui

sitio

n of

dep

reci

able

cap

ital a

sset

s, a

re a

mor

tised

ove

r the

rem

aini

ng li

fe o

f suc

h as

sets

. Had

the

Com

pany

con

tinue

d to

follo

w th

e ea

rlier

Acc

ount

ing

Polic

y, th

e ne

t for

eign

exc

hang

e lo

ss re

cogn

ised

in th

e St

atem

ent o

f Pro

fit a

nd L

oss

wou

ld h

ave

been

hig

her b

y `

1.8

9 la

cs a

nd F

ixed

Asse

ts w

ould

hav

e be

en lo

wer

by

` 1

.89

lacs

.(g

) Br

eak-

up o

f dep

reci

atio

n fo

r the

yea

r (`

lacs

)

2011

-12

2010

-11

De

prec

iatio

n |

Amor

tisat

ion

for t

he y

ear

20.

62

Ad

d: A

mor

tisat

ion

of L

ease

hold

land

-

Less

: Am

ount

with

draw

n fro

m R

eval

uatio

n Re

serv

e (s

ee n

ote

3) 2

0.62

-

32 | 33


(` lacs)

NOTE 12 NON-CURRENT INVESTMENTS* As atMarch 31, 2012


Long-term investment Face Value**

No of Shares

Trade Investments, unquotedInvestments in Equity Instruments

- -Other investments Investments in Equity Instruments, QuotedIn Associate Company Less: Provision for diminution in value

- - -In Others

(-) Investments in Equity Instruments, UnquotedIn Subsidiary CompanyLess: Provision for diminution in value

- - In Joint Venture Company

- - In Associate CompanyLess: Provision for diminution in value In OthersInvestments in Preference SharesIn Subsidiary CompanyIn Associate CompanyInvestments in Government or trust Securities 6 Years National Savings Certificates (deposited with Government departments)

Share application money in subsidiary companies (Previous year ` NIL)

-

- -



(` lacs)

NOTE 13 LONG-TERM LOANS AND ADVANCES As atMarch 31, 2012


(a) Loans and advances to related parties: * (i) Secured, considered good (ii) Unsecured, considered good (b) Others: (i) Capital advances (ii) Security deposits 0.81 2.08

0.81 2.08

(` lacs)

NOTE 14 OTHER NON-CURRENT ASSETS As atMarch 31, 2012


(i) Balance with bank in fixed deposits(ii) Balance with Government departments: Tax paid under protest VAT receivable Security deposit(iii) Preliminary & Pre-Operative Expenses 4.46 1.75 (iv) Deferred Revenue Expenses (Not Written Off) 0.52 2.35

4.98 4.10

(` lacs)

NOTE 15 INVENTORIES * As atMarch 31, 2012


(a) Raw materials and packing materials 138.24 296.98 Add: Goods-in-transit - -

138.24 296.98 (b) Work-in-progress - - (c) Finished goods 88.78 102.89

88.78 102.89(d) Stock-in-trade (e) Stores, spares and fuel(f) Others - Packing Materials 0.05 2.28

- - 227.06 402.16

* At cost and net realisable value whichever is lower.


(` lacs)

NOTE 16 TRADE RECEIVABLES As atMarch 31, 2012


(a) Trade receivables outstanding for more than six months from the date they became due for payment

(i) Unsecured, considered good: From related parties From others 45.51 84.94 (ii) Doubtful Less: Provision doubtful debts 13.01

32.50 84.94 (b) Others: (i) Unsecured, considered good From related parties From others 405.42 299.16

405.42 299.16 437.92 384.11

(` lacs)

NOTE 17 CASH AND BANK BALANCES As atMarch 31, 2012


(a) Cash and cash equivalents (i) Balances with banks In current accounts 196.21 72.05 (ii) Cheques | drafts on hand (iii) Cash on hand 0.00 0.28

196.21 72.33 (b) Other Bank balances Earmarked balances with banks (i) Unclaimed dividend (ii) Short-term bank deposits (including margin money deposits)

- - 196.21 72.33

(` lacs)

NOTE 18 SHORT-TERM LOANS AND ADVANCES As atMarch 31, 2012


(a) To related parties, Unsecured, considered good 300.00 - (b) Others, Unsecured, considered good (i) Advances recoverable in cash or kind 5.52 11.03 (ii) Balances with statutory authorities 29.84 1.57 (iii) Sundry deposits (iv) Tax paid in advance, net of provisions 120.95 121.49 (v) Others - 0.55

456.31 134.64 (` lacs)

NOTE 19 OTHER CURRENT ASSETS As atMarch 31, 2012


(a) Interest accrued and due on investments (b) Export incentive receivable (c) Sundry receivable 0.51 0.55 Doubtful Less: Provision for doubtful receivable

0.51 0.55

34 | 35



(` lacs)

NOTE 20 OTHER OPERATING REVENUES 15 Month Period Ended 31-03-12

12 Month Period Ended 31-12-10

Export incentives Scrap sales Technical know-how

- -

(` lacs)

NOTE 21 OTHER INCOME 15 Month Period Ended 31-03-12


Dividend on long-term investments Interest from inter company depositsInterest from investment 0.12 0.22 Interest from others (Net gain on Foreign Currency Translation) 44.40 Provisions no longer requiredImpairment written backSurplus on sale of fixed assetsMiscellaneous income 5.86 0.49

5.98 45.10

(` lacs)

NOTE 22 COST OF MATERIALS CONSUMED 15 Month Period Ended 31-03-12


Raw materials and packing materials consumed Stocks at commencement 296.98 191.10 Add: Purchases 511.13 595.51

808.12 786.61 Less: Stocks at close 138.24 296.98

669.88 489.63

(` lacs)NOTE 23 CHANGES IN INVENTORIES OF FINISHED GOODS,

WORK-IN-PROGRESS AND STOCK-IN-TRADE15 Month Period Ended 31-03-12


Stocks at closeFinished goods 88.78 102.89 Work-in-progress - - Stock-in-trade

88.78 102.89 Less: Stocks at commencement

102.89 128.85 - -

102.89 128.85 14.11 25.96

Excise duty variation on opening | closing stocks(Increase) | decrease in inventories 14.11 25.96


(` lacs)

NOTE 24 EMPLOYEE BENEFIT EXPENSES 15 Month Period Ended 31-03-12


Salaries, wages and bonus 66.08 68.10 Contribution to Provident and other Funds 1.30 3.67 Payment under Voluntary retirement scheme Staff welfare 0.73 0.32

68.12 72.09

(` lacs)

NOTE 25 FINANCE COSTS 15 Month Period Ended 31-03-12


Interest on borrowing 15.59 26.87 Other borrowing cost 0.41 0.42 Applicable exchange difference to the extent considered as an adjustment to borrowing cost

16.00 27.29

(` lacs)

NOTE 26 OTHER EXPENSES 15 Month Period Ended 31-03-12


Stores and spares consumed 30.09 26.39 Power, fuel & water 0.89 1.92 Conversion and plant operation charges 53.25 1.44 Building repairs 1.49 1.37 Plant and equipment repairs - - Rent 43.86 11.03 Rates and taxes 0.89 4.31 Insurance 1.50 3.84 Freight, cartage and octroi 18.50 13.25 Discount and commission 83.28 85.94 Travelling and conveyance 0.67 1.27 Payments to Statutory Auditors a) Audit fees 3.50 2.00 b) Other matters - - c) Out of pocket expenses - - Payments to Cost Auditors a) Cost audit fees - - b) Out of pocket expenses - - Directors’ fees and travelling 0.20 - Directors’ commission (other than Managing and Whole time Director)

- -

Charities and donations - - Bad debts and irrecoverable balances written off 35.57 - Irrecoverable loans and advances written off 13.91 - Less: Adjustments against provision for contingencies -

13.91 -

36 | 37



27.1 NON-CURRENT INVESTMENTS

In the opinion of the Management, the diminution in the value of any of the investment as shown in Note 12, held by the Company is temporary in nature and accordingly, no provision is considered necessary by the Management.

27.2 REGROUPED | RECAST | RECLASSIFED

The financial statements for the year ended December 31, 2010 were prepared as per the applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended March 31, 2012 are prepared as per Revised Schedule VI. Accordingly, previous year figures have also been restated to conform to classification as per current year.

27.3 ROUNDING OFF

Figures less than ` 50,000 has been shown at actual in bracket.

As per our attached report of even date For and on behalf of the Board of Directors


(` lacs)

NOTE 26 OTHER EXPENSES (contd) 15 Month Period Ended 31-03-12


Provision for doubtful debts 13.01 - Miscellaneous expenses 48.73 41.99 Obsolette and unserviceable material written down Loss on assets sold, discarded or demolishedNet loss on Foreign Currency Translation 17.98 -

367.32 194.75

B 18598, Survey No 33, Atul 396020, Gujarat, India

Registered Office

E-mail: [email protected] Website: www.atul.co.in

Corporate Information

Directors

Dr Wolfgang A Schumann (Chairman)

Dr G V G Rao(Managing Director)

Mr Ulrich Hambrecht

Mr T R Gopi Kannan

Mr Sudhir Merchant (with effect from August 18, 2011)

Mr Sujal Shah (with effect from August 18, 2011)

Ms Nirali Solanki

Company Secretary

V D Shukla & CoAuditors

Des

igne

d, P

roce

ssed

& P

rint

ed b

yRudolf Atul Chemicals LtdB 18598

Survey No 33Atul 396020 Gujarat

India

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