11. Related Party Transactions All the transactions entered into with the Related Parties were in ordinary course of business and on arm's length basis. Details of such transactions are given at page number 56. No transactions were entered into by the Company which required disclosure in Form AOC-2. 12. Corporate Social Responsibility Composition of the Corporate Social Responsibility (CSR) Committee, the CSR Policy and the CSR Report are given at page number 09. 13. Extract of the Annual Return This is given at page number 10. 14. Auditors Deloitte Haskins & Sells LLP, Chartered Accountants were appointed as the Statutory Auditors of the th Company at the 13 Annual General Meeting (AGM) held on August 11, 2017 until the conclusion of the th 18 AGM subject to ratification by the Members at every AGM. The recent amendments in law have dispensed with the requirement of ratification of the Statutory Auditors in AGM subsequent to their appointment. Considering the change in law, it is proposed to ratify the appointment of Deloitte Haskins & Sells LLP for the year ending March 31, 2019. 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. 15. Directors’ responsibility statement Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that, to the best of their knowledge and belief: 15.1 The applicable Accounting Standards were followed along with proper explanations relating to material departures in the preparation of the annual accounts. 15.2 The Accounting Policies were selected and applied consistently and 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 at the end of the financial year and of the profit and loss of the Company for that period. 15.3 Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. 15.4 The attached annual accounts for the year ended March 31, 2018 were prepared on a going concern basis. 15.5 Adequate Internal Financial Controls to be followed by the Company were laid down; and same were adequate and operating effectively. 15.6 Proper systems were devised to ensure compliance with the provisions of all applicable laws and the same were adequate and operating effectively. 16. Directors 16.1 Appointments | Reappointments | Cessations 16.1.1 According to Article 88 of the Articles of Association of the Company, Mr Gopi Kannan Thirukonda retires by rotation and being eligible offers himself for reappointment at the forthcoming AGM scheduled on August 03, 2018. 16.1.2 Reappointment of Mr Sudhir Merchant and Mr Sujal Shah as Independent Directors of the Company is proposed for the approval of the Members in the AGM, for a second term of 5 consecutive years. 16.2 Policies on appointment and remuneration 16.2.1 Appointment While recommending appointment of the Directors, the Nomination and Remuneration Committee considers the following factors: i) Qualification: well-educated and expe r i enced in senior leadership positions in industry| profession ii) Traits: positive attributes and qualities iii) Independence: criteria prescribed in Section 149(6) of the Companies Act, 2013 for the Independent Directors, including no pecuniary interest and conflict of interest 16.2.2 Remuneration of the Non-executive Directors i) Sitting fees: up to 10,000 for attending a ` Board, Committee and any other meeting ii) Commission: up to 1% of net profit as may be decided by the Board based on the following factors: a) Membership of Committee(s) b) Profit c) Attendance d) Category (Independent or Non-independent) Rudolf Atul Chemicals Ltd | Annual Report 2017-18
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