Company Overview Financial Statements Notice Statutory Reports 07 Rudolf Atul Chemicals Ltd | Annual Report 2021-22 15.3. Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. 15.4. The attached annual accounts for the year ended March 31, 2022, were prepared on a going concern basis. 15.5. Adequate internal financial controls to be followed by the Company were laid down and the 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. Mr Sudhir Merchant and Mr Sujal Shah were re-designated as Non-executive Directors of the Company effective February 04, 2022. 16.1.2. According to Article 88 of the Articles of Association of the Company, Mr Ulrich Hambrecht and Mr Sudhir Merchant retires by rotation and being eligible offer themselves for reappointment at the forthcoming Annual General Meeting scheduled on August 19, 2022. 16.2. Pol icy on appointment and remuneration is displayed on the website of the Company at www.racl.net.in/investors.html The salient features of the Policy are as under: 16.2.1. Appointment While recommending appointment of the Directors, the Nomination and Remuneration Committee considers the following factors: i) Qualification:well-educatedandexperienced in senior leadership positions in industry | profession ii) Trait: positive attributes and qualities iii) Independence: cr i ter ia prescr ibed 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 asmay be decided by the Board based on the following factors: a. Membership of committee(s) b. Profit c. Attendance d. Category (Independent or Non-executive) 16.2.3. Remuneration of the Managing Director This is given under para number 17.2. 17. Key Managerial Personnel and other employees 17.1. Appointments and cessations of Key Managerial Personnel There were no appointments | cessations of the Key Managerial Personnel during 2021-22. 17.2. Remuneration The Remuneration Policy of the Key Managerial Personnel and other employees consists of the following: 17.2.1. Components: i) Fixed pay a. Basic salary b. Allowances c. Perquisites d. Retirals ii) Variable pay 17.2.2. Factors for determining and changing fixed pay: i) Existing compensation ii) Education iii) Experience iv) Salary bands v) Performance vi) Market benchmark 17.2.3. Factors for determining and changing variable pay: i) Business performance ii) Individual performance iii) Grade
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