The logo of Rudolf Atul Chemicals Ltd (RACL) signifies cooperation between two companies, one headquartered in Germany and the other in India. RACL is scripted in the same colour used by the Rudolf Group in its logo and the two flowing pieces of fabric in the same colours used by Atul Ltd in its logo. The first two letters of the logo depict garnering the strengths of the two companies and the two pieces of fabric, which also resemble the wings of a bird flapping them in unison, connote harmony between the two partners, all to serve customers with world-class products. Coming together is a beginning. Keeping together is progress. Working together is success. ~ Henry Ford Contents 01 Corporate identity 02 Purpose and Values 04 Board of Directors 05 Directors’ Report 09 Annexure to the Directors’ Report 13 Management Discussion and Analysis 15 Corporate Governance Report 25 Notice 32 Performance trend 33 Independent Auditor’s Report 42 Financial Statements 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 statements that we make are based on our assumptions. We have tried wherever possible to identify such statements by using words such as ’anticipate’, ‘believe’, ‘estimate’, ‘intend’, ‘plan’, ‘project’ or 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 actual results may be affected because of uncertainties, risks and even inaccurate assumptions. If uncertainties or known or unknown risks materialise or if underlying assumptions prove inaccurate, actual results may vary materially from those anticipated, believed, 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.
Company Overview Financial Statements Notice Statutory Reports 01 Rudolf Atul Chemicals Ltd | Annual Report 2022-23 Corporate identity Rudolf Atul Chemicals Ltd is a 50-50 joint venture company of Rudolf GmbH and Atul Ltd, engaged in manufacturing and marketing of textile chemicals in India. The Company is effectively leveraging the strengths of Rudolf and Atul in serving its customers by becoming a total solution provider and is thereby helping both the partners to participate in the growing marketplace. About Rudolf GmbH Incorporated and headquartered in Germany, Rudolf GmbH has 28 subsidiary and joint venture companies in various countries in the world so as to effectively service local customers. The Group is engaged in the business of ‘specialty’ textile chemicals and offers a full range of technically proven textile chemicals - its motto is ‘think global, act local’. It has an excellent brand image in international markets - its brands stand for extraordinary functional finishes and finishing processes. About Atul Ltd Incorporated and headquartered in India, Atul Ltd is a diversified company belonging to Lalbhai Group. The Company meets the needs of varied industries such as Adhesives, Agriculture, Animal Feed, Automobile, Composites, Construction, Cosmetic, Defence, Dyestuff, Electrical and Electronics, Flavour, Food, Footwear, Fragrance, Glass, Home Care, Horticulture, Hospitality, Paint and Coatings, Paper, Personal Care, Pharmaceutical, Plastic, Rubber, Soap and Detergent, Sport and Leisure, Textile, Tyre and Wind Energy. It manages complex chemical processes in a responsible way.
02 Purpose We are committed to significantly enhancing value for our stakeholders by: fostering a spirit of continuous learning and innovation adopting developments in science and technology providing high quality product and services, thus becoming the most preferred partner having people who practice Values and exemplify a high standard of behaviour seeking sustained, dynamic growth and securing long-term success taking responsible care of the surrounding environment improving the quality of life of the communities we operate in
Company Overview Financial Statements Notice Statutory Reports 03 Rudolf Atul Chemicals Ltd | Annual Report 2022-23 Values In an environment where change is a way of life, continuity of Values provides stability and is fundamental to us. We have therefore formalised key Values and are committed to institutionalising them. We will seek to create an environmentwherein theseValuesare consistentlypractisedandnurturedandensured that theyarenot compromised. INTEGRITY 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 we work with others depends on our ways to connect and this in turn is based on our level of Understanding of human relationships. This certainly does not mean that we accept poor performance, but that we do it the right way. Understanding is the external manifestation of internal realisation. UNITY Working together and taking advantage of synergy while harnessing unique abilities of each of us 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 purpose. RESPONSIBILITY Delivering value and taking ownership of actions. Responsibility must also give us the realisation that what is good for the business must be in the overall good. In essence, we must work with a spirit of trusteeship for the shareholders and other stakeholders. What comes to us must be returned many times over. EXCELLENCE A drive that is more from inside than outside; it is about us seeking to continuously improve and develop an eye for innovation even in day to day work. Excellence is about excelling in everything we do and not giving up. Excellence is also a journey, not simply a destination in itself.
04 Board of Directors Wolfgang Schumann G Venugopala Rao Gopi Kannan Thirukonda Sujal Shah Ulrich Hambrecht Sudhir Merchant
Company Overview Financial Statements Notice Statutory Reports 05 Rudolf Atul Chemicals Ltd | Annual Report 2022-23 Directors’ Report Dear Members, The Board of Directors (Board) presents the annual report of Rudolf Atul Chemicals Ltd together with the audited Financial Statements for the year ended March 31, 2023. 01. Financial results (` cr) 2022-23 2021-22 Sales 110.37 120.04 Revenue from operations 111.18 121.16 Other income 0.98 1.37 Total revenue 112.16 122.53 Profit before tax 10.50 21.75 Provision for tax 2.73 5.36 Profit for the year 7.77 16.39 Balance brought forward 45.83 38.26 Transfer from comprehensive income 0.10 (0.07) Disposable surplus 53.71 54.59 Less: Dividend paid 23.35 8.76 Balance carried forward 30.36 45.83 02. Performance Sales decreased by 8% from ` 120.04 cr to ` 110.37 cr, primarily due to lower capacity utilisation by key customers of knit and home textiles segments on account of muted demand in key importing countries such as USA and Europe. Profit before tax decreased by 52% from ` 21.75 cr to ` 10.50 cr. The earnings per share decreased from ` 28.09 to ` 13.31. Cash flow from operating activities before working capital changes decreased from ` 21.00 cr to ` 10.26 cr and the net cash flow from operating activities increased from ` 9.38 cr to ` 12.37 cr. During the year, the Company has fur ther streamlined zero liquid discharge operations to make them liquid effluent-free. This envisages an approach that protects the environment and creates a better ecosystem for the society. The Company also worked extensively with various certification bodies, completed the registration of 80 products with the certification body Global Organic Textile Standard (GOTS) list for version 6.0. 03. Dividend The Board recommends payment of a dividend of ` 10 per share on 58,37,500 equity shares of ` 10 each fully paid-up for the approval of the members. The dividend will entail an outflow of ` 5.84 cr on the paid-up equity share capital of ` 5.84 cr. 04. Energy conser vat i on , techno l ogy absorption and foreign exchange earnings and outgo Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 as amended from time to time, forms part of this Report, which is given on page number 09.
06 05. Insurance The Company has taken adequate insurance to cover the risks to its employees, property (land and building), plant, equipment, other assets and third parties. 06. Risk management The Company has identified risks and has initiated a mitigation plan for the same. 07. Internal financial controls TheManagement assessed the effectiveness of the internal financial controls over financial reporting as of March 31, 2023, and the Board believes that the controls are adequate. 08. Fixed deposits During 2022-23, the Company did not accept any fixed deposit. 09. Loans, guarantees, investments and security Particulars of loans, guarantees, investments and security provided are given on page number 55. 10. Subsidiary, joint venture and associate company The Company does not have any subsidiary, joint venture and associate company. 11. Related party transactions All the transactions entered into with the related parties were in the ordinary course of business and on an arm’s length basis. Details of such transactions are given on page number 64. No transactions that required disclosure in Form AOC-2 were entered into by the Company. 12. Corporate social responsibility The composi t ion of the Corporate Social Responsibility (CSR) Committee, the CSR Policy and the CSR Report are given on page number 10. 13. Annual return Annual return for 2022-23 is avai lable on the website of the Company at www.racl . co.in/investors/stakeholders-information/annualgeneral-meetings/ 14. Auditors DeloitteHaskins&Sells LLP, CharteredAccountants (DHS) were reappointed as the Statutory Auditors of the Company at the 18th Annual General Meeting (AGM) held on August 19, 2022, until the conclusion of the 23rd AGM. The Auditors’ Report for the financial year ended March 31, 2023, does not contain any qualification, reservation or adverse remark. The report is enclosed with the financial statements in this annual 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. In preparation for the annual accounts for the financial year endedMarch 31, 2023, the applicable accounting standards have been followed and there are no material departures. 15.2. The accounting pol icies were selected and appl ied consistent ly 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 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, 2023, 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.
Company Overview Financial Statements Notice Statutory Reports 07 Rudolf Atul Chemicals Ltd | Annual Report 2022-23 16. Directors 16.1. Appointments | Reappointments | Cessations 16.1.1.According to Article 88 of the Articles of Association of the Company, Dr Wolfgang Schumann and Mr Sujal Shah retires by rotation and being eligible offer themselves for reappointment at the forthcoming Annual General Meeting scheduled on August 18, 2023. 16.1.2.Subject to the approval of the members in the AGM, Dr G Venugopala Rao was reappointed as the Managing Director from March 14, 2023, to September 30, 2023. 16.2. Pol icy on appointment and remuneration is displayed on the website of the Company at www.racl.co.in/investors/company-policies-2/ The salient features of the Policy are as under: 16.2.1. Appointment While recommending the 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: 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-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 2022-23. 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) Work level 18. Analysis of remuneration There is no employee who falls within the criteria provided in Sections 134(3)(q) and Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Thus, the disclosure of the information in respect thereof is not applicable.
08 19. Management Discussion and Analysis TheManagement Discussion andAnalysis covering the performance of the Company is given on page number 13. 20. Corporate Governance Report 20.1. Report The Corporate Governance Report is given on page number 15. Details about the number of meetings of the Board held during 2022-23 are given on page number 18. The composition of the Audit Committee is given on page number 20. All the recommendations given by the Audit Committee were accepted by the Board. 20.2. Secretarial standards Secretarial standards as applicable to the Company were followed and complied with during 2022-23. 20.3. Prevention, prohibition and redressal of sexual harassment Details required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder are given on page number 22. 21. Acknowledgements The Board expresses its sincere thanks to all the employees, customers, suppliers, investors, lenders, regulatory and government authorities for their support. For and on behalf of the Board of Directors (Wolfgang Schumann) Mumbai Chairman April 25, 2023 DIN: 01995827
Company Overview Financial Statements Notice Statutory Reports 09 Rudolf Atul Chemicals Ltd | Annual Report 2022-23 Annexure to the Directors’ Report Index No. Subject title Page 1. Conservation of energy, technology absorption and foreign exchange earnings and outgo 9 1.1 Conservation of energy 9 1.2 Technology absorption 9 1.3 Foreign exchange earnings and outgo 9 2. Corporate social responsibility 10 2.1 A brief outline of the CSR Policy of the Company 10 2.2 Composition of the CSR Committee 10 2.3 Details of URL for disclosure of composition of the CSR Committee, CSR Policy and CSR projects on the website of the Company 11 2.4 Impact assessment 11 2.5 CSR obligation 11 2.6 Details of the CSR amount spent | unspent for the financial year 11 2.7 Details of the unspent CSR amount for the preceding three financial years 12 2.8 Details relating to the capital asset created or acquired through CSR spend 12 2.9 Reasons for not spending two percent of the average net profit 12 1. Conservation of energy, technology absorption and foreign exchange earnings and outgo 1.1. Conservation of energy 1.1.1. Measures taken: i) Installed LED bulbs in the entire plant for saving energy ii) Stabilised ZLD operations that increased efficiency from 78% to 82% iii) Used permeatewater for vessel washing by RO treatment of effluent and reduced rawwater consumption by 50% 1.2. Technology absorption No major steps were taken in 2022-23 due to the low usage of utilities in manufacturing activities. 1.3. Foreign exchange earnings and outgo (` cr ) Particulars 2022-23 2021-22 Earnings Commission income 0.63 0.87 Outgo Import of raw materials 18.45 21.46
10 2. Corporate social responsibility 2.1. A brief outline of the CSR Policy of the Company 2.1.1. Policy The Company will help enhance the quality of life of people belonging to the marginalised sections of society and volunteer its resources to the extent it can reasonably afford to Atul Foundation Trust (Atul Foundation) and (or) other entities under its umbrella. Atul Foundation will particularly undertake projects in and around the locations where the Company operates. 2.1.2. Programs and scope Atul Foundation will take up projects and | or carry out activities under three broad programs: i) Education and Empowerment, ii) Health and Relief and iii) Infrastructure and Conservation with varied scopes of work. i) Education and Empowerment a) Encourage sports b) Establish and | or support colleges c) Establish and | or support schools d) Establish and | or support vocational institutes e) Promote integrated development of tribal areas ii) Health and Relief a) Assist during natural calamities b) Enhance rural hygiene and sanitation c) Establish medical care centres d) Establish mobile medical care facilities e) Organise medical camps iii) Infrastructure and Conservation a) Develop and | or maintain rural amenities b) Develop and | or maintain rural utilities c) Promote use of renewable resources d) Protect environment e) Restore sites of historical importance 2.2. Composition of the CSR Committee: No. Name of Directors Designation | Nature of Directorship Number of meetings held during the year Number of meetings attended during the year 1. Gopi Kannan Thirukonda Chairman | Non-executive Director 1 1 2. Wolfgang Schumann Member | Non-executive Director 1 1 3. Sudhir Merchant Member | Non-executive Director 1 1
Company Overview Financial Statements Notice Statutory Reports 11 Rudolf Atul Chemicals Ltd | Annual Report 2022-23 2.3. Details of URL for disclosure of the composition of the CSR Committee, CSR Policy and CSR projects on the website of the Company: www.racl.co.in/investors/company-policies-2/ 2.4. Impact assessment (attach the report ): not applicable 2.5. CSR obligation: (` lakhs) a) Average net profit of the Company as per Section 135(5) 1,848.41 b) 2% of the average net profit of the Company as per Section 135(5) 37.00 c) Surplus arising out of the CSR projects or programs or activities of the previous financial years NIL d) Amount required to be set-off for the financial year NIL Total CSR obligation for the financial year [b) + c) - d)] 37.00 2.6. a) Details of the amount spent (ongoing projects and other than ongoing projects) for the financial year: ` 37.00 lakhs b) Amount spent on administrative overheads: nil c) Amount spent on impact assessment: nil d) Total amount spent for the financial year [a) + b) + c)]: ` 37.00 lakhs e) CSR amount spent or unspent for the financial year: (` lakhs) Amount unspent Total amount spent for the financial year Total amount transferred to the Unspent CSR Account as per Section 135(6) Amount transferred to any fund specified under Schedule VII as per the second proviso to Section 135(5) Amount Date of transfer Name of the fund Amount Date of transfer 37.00 – – – – –
12 f) Excess amount for set-off, if any: nil (` lakhs) No. Particular Amount (i) 2% of the average net profit of the Company as per Section 135(5) 37.00 (ii) Total amount spent for the financial year 37.00 (iii) Excess amount spent for the financial year [(ii)-(i)] 0.00 (iv) Surplus arising out of the CSR projects or programs or activities of the previous financial years Nil (v) Amount available for set-off in succeeding financial years [(iii)-(iv)] Nil 2.7. Details of unspent CSR amount for the preceding three financial years: (` lakhs) No. Preceding financial year Amount transferred to the Unspent CSR Account under Section 135 (6) Amount in Unspent CSR Account under Section 135(6) Amount spent in the financial year Amount transferred to any fund specified under Schedule VII as per Section 135(5), if any Amount remaining to be spent in succeeding financial years Deficiency, if any Amount Date of transfer – – – – – – – – 2.8 Whether any capital assets have been created or acquired through CSR spending in the financial year? No. If yes, enter the number of capital assets created | acquired: not applicable Details relating to the asset(s) created or acquired through CSR spending in the financial year: No. Short particulars of the property | asset(s) including complete address and location of the property Pincode of the property | asset(s) Date of creation Amount of CSR amount spend Details of entity | authority | the beneficiary of the registered owner CSR registration number, if applicable Name Registered address – – – – – – – 2.9. Reasons if the Company has failed to spend two percent of the average net profit as per Section 135(5): not applicable Chairman of CSR Committee Managing Director Gopi Kannan Thirukonda DIN: 00048645 G Venugopala Rao DIN: 03635806
Company Overview Financial Statements Notice Statutory Reports 13 Rudolf Atul Chemicals Ltd | Annual Report 2022-23 Management Discussion and Analysis Rudolf Atul Chemicals Ltd (RACL) is intomanufacturing and marketing of specialty chemicals for the Textile industry in India. The Company offers a complete range of products for pre-treatment, dyeing and finishing processes of apparels, home furnishing and technical textiles. It has achieved CAGR of 9% in the last 5 years and aims to become one of the leading suppliers in India. The Company achieved sales of ` 110 cr, which is 8% lower than the previous year mainly due to lower demand on account of i) higher cotton prices during the first half of the year, ii) lower capacity utilisation at key customers who are engaged primarily in exports due to reduced demand from the importing countries like the United States of America and the European Union, iii) shortage in major raw materials and iv) disruption in the supply chain. Sales of Effect Chemicals (EC) segment decreased by 18% due to fluctuation in silicone prices and muted demand for repellents, whereas the process chemicals (PC) segment showed a marginal 1% reduction. Increased customer base in both segments helped maintain sales revenue despite the adverse market conditions. The Company offers customised solutions to its customers and aims to achieve its own niche in sustainable innovations. It will continue to focus on using renewable raw materials and energy-saving processes. It expects improved demand for i) specialty chemicals for synthetic textiles used in sports and athleisure applications, ii) per fluorocarbon-free repellents and iii) silicones for improved performance in home and knit segments. It has planned to establish a complete processing package for the denim segment along with sulphur black, a rapid dyeing concept in the polyester segment and new products for polyester printing. The growing demand for Continuous Bleaching Range chemicals for knit fabrics will boost its growth in PC sales. The world Textile industry has shown an average capacity utilisation rate stagnating at 74% since the beginning of the year. However, domestic demand will continue to grow at a steady pace, owing to
14 government initiatives like the setting up of textile parks under the PM mega integrated textile region and apparel scheme. Free trade pacts with major markets will boost competitiveness of India in the ready-made garment space. Thiswill be complemented by the production-linked incentive scheme, which will give a boost to domestic manufacturing, particularly in synthetic textiles. The Indian Textile industry is expected to reach to US$350 bn by 2030. The Indian Textile Chemicals industry is estimated at US$320 mn and is growing at about 6% CAGR. The Company will expand its market share in the domestic segment by introducing new products, offering new concepts and providing strong technical support with a new market development team. Internal control systems Internal control systems of the Company are commensurate with the nature of its business and the size and complexity of its operations. The established systems provide reasonable assurance on the effectiveness and efficiency of its operations, reliability of financial reporting and compliance with the applicable laws and regulations. These are routinely tested, certified and upgraded whenever required by the Statutory as well as the Internal Auditors covering all key business areas. Significant audit observations and follow-up actions and recommendations thereon are reported to the Senior Management and the Audit Committee for their review. Human Resources The Company continued its drive to institutionalise and upgrade its HR processes, to help build a more robust workforce capable of managing dynamic and growing business needs. The process of identification and review of key initiatives has become stronger and is continuously upgraded. The requisite training was imparted during 2022-23. Employee relations remained cordial.
Company Overview Financial Statements Notice Statutory Reports 15 Rudolf Atul Chemicals Ltd | Annual Report 2022-23 The still small voice within you must always be the final arbiter when there is a conflict of duty. ~ Mahatma Gandhi Corporate Governance Report
16 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 compliancewith the applicable legal requirements. It endeavours to continuously improve its Corporate Governance performance with a view to earning the trust and respect of all its stakeholders. The Board of Directors (Board) is responsible for and is committed to good Corporate Governance and plays a critical role in overseeing how the Management serves the short-term and long-term interests of the shareholders and other stakeholders. 2. Board 2.1. Board business The normal business of the Board comprises: 2.1.1. Approving: i) appointment of the Cost Auditors ii) capital expenditure and operating budgets iii) commission payable to the Directors within the limit set by the shareholders iv) contracts in which the Director(s) are deemed to be interested v) cost audit reports vi) creation of charge on assets in favour of lenders vii) declaration of interim dividend viii) joint ventures, collaborations, mergers and acquisitions xi) loans and investments x) matters requiring statutory | Board consent xi) sale of investments and assets xii) short, medium or long-term borrowings xiii) unaudi ted quar ter ly f inancial resul ts and audited annual accounts, including segments revenue, results and capital employed 2.1.2. Monitoring: i) effectiveness of the governance practices and making desirable changes ii) implementation of performance objectives and corporate performance iii) potent ial conf l icts of interest of the Management, the Board members and the shareholders, including misuse of corporate assets and abuse in related party transactions iv) the Board nomination process such that it is transparent and results in a diversity of experience, gender, knowledge, perspective and thoughts in the Board v) the Management and providing strategic guidance while ensuring that encouraging positive thinking does not result in over optimism that either leads to significant risks not being recognised or exposes the Company to excessive risk 2.1.3. Noting: i) general notices of interest of the Directors ii) minutes of the meetings of the Board and its Committees and also the resolution(s) passed by circulation 2.1.4. Recommending: i) appointment of the Statutory Auditors ii) final dividend 2.1.5. Reviewing: i) corporate strategy, major plans of action, Risk Policy, annual budgets and business plans ii) default in payment of statutory dues iii) fatal or serious accidents, dangerous occurrences and material environmental matters iv) foreign exchange exposure and exchange rate movement v) the integrity of the accounting and financial reporting systems, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliancewith the law and relevant standards 2.1.6. Setting: i) a well-defined mandate, composition and working procedures of the committees ii) corporate culture and the Values
Company Overview Financial Statements Notice Statutory Reports 17 Rudolf Atul Chemicals Ltd | Annual Report 2022-23 2.3. Composition, name, other directorships | committee memberships The Board comprises experts drawn from diverse fields | professions. It consists of six members: No. Name Directorship(s) in other company(ies)¹ Membership(s) of the Committee(s) of the Board(s)² Chairmanship(s) of the Committee(s) of the Board(s)² Chairman 1. Wolfgang Schumann – – – Managing Director 2. G Venugopala Rao 1 – – Non-executive Directors 3. Ulrich Hambrecht 1 – – 4. Gopi Kannan Thirukonda 8 4 – 5. Sudhir Merchant 2 2 2 6. Sujal Shah 9 6 2 1Excludes Directorships in foreign companies and private limited companies 2Memberships | Chairmanships of only the Audit Committees and Stakeholders Relationship Committees of all public limited companies, including the Company were considered 2.1.7. Others: i) Acting on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the Company and the shareholders ii) Aligning remuneration of the key executives and the Board Membe r s wi th the long-term interests of the Company and the shareholders iii) Applying high ethical standards iv) Ass i gn i ng a su f f i c i en t numbe r o f Non-executive Board Members capable of exercising independent judgement to items where there is a potential for conflict of interest v) Assisting the Executive Management by challenging the assumptions underlying strategy, strategic initiatives (such as acquisitions), risk appetite, exposures and the key areas of focus for the Company vi) Encouraging training of the Directors on a continuous basis to ensure that the Board Members are kept updated vii) Exercising objective and independent judgement on corporate affairs viii) Facilitating the Independent Directors to perform their role effectively as Board Members and a l so as Members of Committees ix) Meeting the expectations of operational transparency of the stakeholders while maintaining the confidentiality of information in order to foster a cul ture of good decision-making 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 Managing Director is appointed by the Members for a period of up to five years.
18 2.4. Board meetings The Board meeting dates were normally determined well in advance. During 2022-23, the Board met four times. No. Day Date Venue 1. Friday April 22, 2022 Atul 2. Friday August 19, 2022 Atul 3. Friday November 11, 2022 Mumbai 4. Friday February 10, 2023 Atul 2.5. Attendance at the Board meetings and the AGM No. Name Board meetings AGM on August 19, 2022 Total Attended 1. Wolfgang Schumann 4 4 Present 2. G Venugopala Rao 4 4 Present 3. Ulrich Hambrecht 4 4 Present 4. Gopi Kannan Thirukonda 4 4 Present 5. Sudhir Merchant 4 3 - 6. Sujal Shah 4 4 Present 2.6. Appointment | Cessation » Appointed: Dr G Venugopala Rao was reappointed as the Managing Director from March 14, 2023, to September 30, 2023. » Ceased: nil » Resigned: nil 2.7. Remuneration (`) No. Name Remuneration during the year Sitting fees Salary and perquisites Commission Total Chairman 1. Wolfgang Schumann - - - - Managing Director 2. G Venugopala Rao - 39,33,565 - 39,33,565 Non-executive Directors 3. Ulrich Hambrecht - - - - 4. Gopi Kannan Thirukonda - - - - 5. Sudhir Merchant 70,000 - 1,50,000 2,20,000 6. Sujal Shah 80,000 - 2,00,000 2,80,000 Sitting fees of up to ` 10,000 per meeting constitute fees paid to the Non-executive Directors for attending the Board, Committee and other meetings as approved by the Board. Commission of up to 1% of the net profit of the Company to the Non-executive Directors was approved by the members of the Company at the AGM held on August 03, 2018, for a period of five years effective April 01, 2019. The Board approves, within the aforesaid limit, the commission payable to a Non-executive Director.
Company Overview Financial Statements Notice Statutory Reports 19 Rudolf Atul Chemicals Ltd | Annual Report 2022-23 3. Committees of the Board The Board has constituted the following Committees: • Audit Committee • Corporate Social Responsibility Committee • Nomination and Remuneration Committee 3.1. Audit Committee 3.1.1. Role i) Approving: • appointment of theChief Financial Officer • transactions with related parties and subsequent modifications thereof ii) Conducting: • pre-audit discussions with the Auditors regarding the nature and scope of the audit and post-audit discussion to ascertain any area of concern • valuation of undertakings or assets, wherever necessary iii) Formulating: • code of conduct and related matters • scope, functioning, periodicity and methodology for conducting the internal audit in consultation with the Internal Auditor iv) Reviewing: • adequacy of the internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, repor t ing structure coverage and frequency of internal audit • compliance reports of all applicable laws aswell as steps taken to rectify instances of non-compliances periodically • financial reporting process and the disclosure of financial information to ensure that the Financial Statements are correct, credible and sufficient • periodical ly with the Auditors, the internal control systems, the scope of audit, including the observations of the Auditors and the Financial Statements before submission to the Board • reasons for substantial defaults, if any, in the payment to the depositors, the debenture holders, the members (in case of non-payment of declared dividends) and creditors • significant transactionsandarrangements entered into by the unlisted subsidiary companies • statement of related party transactions submitted by the Management • the annual Financial Statements and Auditor’s Report with the Management before submission to the Board for approval with particular reference to: - any change in accounting policies and practices - compliancewithaccountingstandards - disclosure of any related par ty transactions - going concern assumption - major accounting entries involving estimates based on the exercise of judgement by the Management - matters required to be included in the Directors’ Responsibility Statement for the Directors’ Report - qualifications in the draft Audit Report - significant adjustments made in the Financial Statements arising out of audit findings • theAuditors’ independence, performance and effectiveness of the audit process • the Financial Statements, in particular, investments made by unlisted subsidiary companies
20 • the following information mandatorily: - appointment, removal and terms of remuneration of the Chief Internal Auditor - Internal Audit Reports relating to weaknesses in the internal control systems - ManagementDiscussionandAnalysis of financial condition and results of operations - management letters | letters of internal control weaknesses issued by the Statutory Auditors • the functioning of the whistleblowing mechanism • with the Internal Auditors any significant findings and follow-up thereon, including findings of any internal investigations into matters where there is suspected fraud or irregularity or failure of the internal control systems of material nature and reporting such matters to the Board • with the Management the statement of uses | applications of funds raised through an issue (public issue, rights issue, preferential issue, etc), the statement of funds utilised for purposes other than those stated and the report submitted by the monitoring agency monitoring the utilisation of proceeds of such issue v) Others: • Determi n i ng procedures for r i sk assessment and minimisation, and reviewing them periodically to ensure that the Executive Management controls risks throughmeans of a properly defined framework • Evaluating internal financial controls and risk management system • R e c omme n d i n g a p p o i n t me n t , remuneration and terms of appointment of the Auditors and approval for payment for any other services • Scrutinising inter-corporate loans and investments • Other functions asmentioned in the terms of reference of the Audit Committee 3.1.2. Composition The Committee comprises the following members, all having relevant experience in financial matters: No. Name Designation 1. Sudhir Merchant Chairman 2. Sujal Shah Member 3. Gopi Kannan Thirukonda Member 3.1.3. Meetings and attendance During 2022-23, four meetings were held: No. Name Total Attended 1. Sudhir Merchant 4 3 2. Sujal Shah 4 4 3. Gopi Kannan Thirukonda 4 4
Company Overview Financial Statements Notice Statutory Reports 21 Rudolf Atul Chemicals Ltd | Annual Report 2022-23 The Statutory Auditors, the Chairman, the Managing Director, the Chief Financial Officer, the Company Secretary and the Internal Auditors are permanent invitees to the meetings. The Board notes the minutes of the Audit Committee meetings. 3.2. Corporate Social Responsibility Committee 3.2.1. Role i) Formulating and recommending the Corporate Social Responsibility (CSR) Policy to the Board. ii) Formulating and recommending to the Board the annual action plan, which will include: a) the list of CSR projects or programs that are to be undertaken b) the manner of execution c) the modalities of utilisation of funds and implementation schedules d) monitoring and reporting mechanism e) details of need and impact assessment iii) Indicating reasons to the Board in case the amount of expenditure is less than 2% of the average net profit in a given year. iv) Monitoring the CSR Policy from time to time. v) Recommending the amount of expenditure to be incurred on the CSR initiatives, which may not be less than 2% of the average net profit of the last three years. 3.2.2. Composition The Committee comprises the following members: No. Name Designation 1. Gopi Kannan Thirukonda Chairman 2. Wolfgang Schumann Member 3. Sudhir Merchant Member 3.2.3. Meetings and attendance During 2022-23, one meeting was held: No. Name Total Attended 1. Gopi Kannan Thirukonda 1 1 2. Wolfgang Schumann 1 1 3. Sudhir Merchant 1 1 3.3. Nomination and Remuneration Committee 3.3.1. Role i) Devising a policy on Board diversity. ii) Formulating criteria for determining qualifications, traits and independence of a Director and recommending to the Board a policy relating to the remuneration for the Directors, key managerial personnel and other employees. iii) Formulating criteria for evaluation of the Independent Directors and the Board.
22 iv) Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying out an evaluation of the performance of every Director. v) Recommending | determining remuneration of the Executive Director as per the policy. 3.3.2. Composition The Committee comprises the following members: No. Name Designation 1. Sudhir Merchant Chairman 2. Sujal Shah Member 3. Gopi Kannan Thirukonda Member 4. Ulrich Hambrecht Member 3.3.3. Meetings and attendance During 2022-23, no meetings were held. 4. Company policies 4.1. Compliance Compliance certificates confirming due compliance with 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. 4.2. Code of Conduct The Code of Conduct is available on thewebsite of the Company at www.racl.co.in/investors/company-policies-2/ All the Directors and the Senior Management personnel have affirmed their compliance with the Code of Conduct. A declaration to this effect signed by the Managing Director forms part of this report. 4.3. Prevention of sexual harassment of women at workplace Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013, the Company has framed a policy on the prevention of sexual harassment of women at workplace and constituted Internal Complaints Committee. The status of complaints received during 2022-23 is as under: Filed during 2022-23 Nil Disposed of during 2022-23 Nil Pending as at end of 2022-23 Nil 4.4. Related party transactions The Company has formulated a Related Party Transactions Policy.
Company Overview Financial Statements Notice Statutory Reports 23 Rudolf Atul Chemicals Ltd | Annual Report 2022-23 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, amongst others during 2022-23 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 vote on such matters. The Company complied with the statutory provisions, rules and regulations, and in the last three years, no strictures or penalties were imposed on the Company by any statutory authority. 6. Shareholders’ information 6.1. General Body meetings 6.1.1. Location and time where the last three AGMs were held: Year Location Date Time 2019-20 Through video conferencing at deemed venue: Atul Ltd, Atul 396 020, Gujarat, India August 07, 2020 4:00 pm 2020-21 Through video conferencing at deemed venue: Atul Ltd, Atul 396 020, Gujarat, India August 06, 2021 4:00 pm 2021-22 B | 18598, Survey number 33, Atul 396 020, Gujarat, India August 19, 2022 4:00 pm 6.1.2. Special resolutions passed in the previous three AGMs: no 6.1.3. Resolutions passed through postal ballot: nil 6.2. Annual General Meeting 2023 Details of the 19th AGM are as under: Year Location Date Time 2022-23 Through video conferencing at deemed venue: Atul Ltd, Atul 396 020, Gujarat, India August 18, 2023 4:00 pm As required, particulars of the Directors seeking reappointment | appointment are given in the Notice of the AGM. 6.3. Financial year April 01 to March 31 6.4. Date of book closure August 05, 2023 to August 11, 2023 6.5. Date of dividend payment August 23, 2023 6.6. Location of plant Atul 396 020, Gujarat, India 6.7. Address of correspondence B | 18598, Survey number 33, Atul 396 020, Gujarat, India E-mail address: racl_legal@atul.co.in
24 6.8. Tentative Board meeting dates for consideration of results for 2023-24 No. Name Date 1. First quarter results August 18, 2023 2. Second quarter and half-yearly results November 03, 2023 3. Third quarter results February 09, 2024 4. Fourth quarter and annual results April 19, 2024 7. Role of the Company Secretary in the overall governance process All the Directors have access to the suggestions and services of the Company Secretary in ensuring the 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 Chief Executive Officer and the Chief Financial Officer Dr G Venugopala Rao, Managing Director and Mr Rajas Khaladkar, Chief Financial Officer, issued certificates to the Board. The certificates were placed before the Board at the meeting held on April 25, 2023, in which the accounts for the year ended March 31, 2023, were considered and approved by the Board. For Rudolf Atul Chemicals Ltd (G Venugopala Rao) Mumbai Managing Director April 25, 2023 DIN: 03635806
Company Overview Financial Statements Notice Statutory Reports 25 Rudolf Atul Chemicals Ltd | Annual Report 2022-23 Notice NOTICE is hereby given that the 19th Annual General Meeting of the members of Rudolf Atul Chemicals Ltd will be held on Friday, August 18, 2023, at 4:00 pm through video conferencing | other audiovisual means to transact the following businesses: Ordinary business 1. To receive, consider and adopt the audited Financial Statements of the Company for the financial year ended March 31, 2023, and the Reports of the Directors and the Auditors thereon. 2. To declare dividend on equity shares. 3. To appoint a Director in place of Dr Wolfgang Schumann (Director ident i f icat ion number : 01995827), who retires by rotation and is eligible, offers himself for reappointment. 4. To appoint a Director in place of Mr Sujal Shah (Director identification number: 00058019) who retires by rotation and being eligible, offers himself for reappointment. Special business 5. To consider and, if thought fit, to pass with or without modifications, the following Resolution as an ordinary resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 read with Schedule V of the Companies Act, 2013 and any other applicable provisions for the time being in force (including any statutory modification(s) or re-enactment thereof), approval be and is hereby accorded to the reappointment of Dr G Venugopala Rao (Director identification number: 03635806) as theManaging Director of the Company, and his receiving of remuneration, including minimum remuneration from March 14, 2023, to September 30, 2023, as per the draft agreement submitted to this meeting and for identification initialled by the Chairman. RESOLVED FURTHER THAT the Board of Directors (Board) be and is hereby authorised to alter and vary any or all of the terms and conditions of the agreement as approved vide this Resolution as may be deemed fit from time to time, which may have the effect of increasing the remuneration and for considering modifications, if any, by the Central Government in regard to the policy I guidelines pertaining to managerial remuneration and for the purpose of giving effect to this Resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem expedient, necessary, proper or in the best interest of the Company.” 6. To consider and, if thought fit, to pass, with or without modifications, the following resolution as an ordinary resolution: “RESOLVED THAT pursuant to Article 90(2) of the Articles of Association of the Company and in accordance with the provisions of Section 197 of the Companies Act, 2013 and any other applicable provisions for the time being in force (including any statutory modification(s) or re-enactment thereof), the Non-executive Directors of the Company be paid remuneration by way of commission, over and above the sitting fees, up to 1% of the net profit of the Company computed in themanner laid down in Section 198 of the Companies Act, 2013 for each of five financial years commencing from April 01, 2024, in such proportion and manner as the Board of Directors may from time to time determine.” 7. To consider and, if thought fit, to pass, with or without modifications, the following resolution as an ordinary resolution: “RESOLVEDTHAT pursuant to Section 148(3) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the remuneration of ` 65 , 200 p l us taxes as app l i cab l e and reimbursement of actual travel and out-of-pocket expenses for the financial year ending March 31, 2023, as recommended by the Audit Committee and approved by the Board of Directors of the Company, to be paid to Tadhani & Co, Cost Accountants, firm registration number: 003635 for conducting a cost audit of the applicable products in the category of Chemicals, Inorganic Chemicals, Organic Chemicals, their derivatives be and is hereby ratified and confirmed.” 8. To consider and, if thought fit, topass, with orwithout modifications, the following resolution as an ordinary resolution: “RESOLVEDTHAT pursuant to Section 148(3) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the remuneration of ` 65 , 200 p l us taxes as app l i cab l e and reimbursement of actual travel and out-of-pocket expenses for the financial year ending March 31, 2024, as recommended by the Audit Committee and approved by the Board of Directors of the Company, to be paid to Tadhani & Co, Cost Accountants, firm registration number: 003635 for conducting cost audit of the applicable products in the category of Chemicals, Inorganic Chemicals, Organic Chemicals, their derivatives be and is hereby ratified and confirmed.”
26 Notes 1. The 19th Annual General Meeting (AGM) is being held through video conferencing | other audiovisual means (VC) in accordance with the procedure prescribed in circular number 20 | 2020 dated May 05, 2020, read with the circular number 10 | 2022 dated December 28, 2022, issued by the Ministry of Corporate Affairs (the e-AGM circulars). The Members can attend the AGM through VC by following instructions given in note number 10 of the Notice. For the purpose of recording proceedings, the AGMwill be deemed to be held at the registered office of the Company at B | 18598, Survey number 33, Atul 396 020, Gujarat, India. The Members are requested to attend the AGM from their respective locations by VC and do not visit the registered office to attend the AGM. 2. Since the Annual General Meeting (AGM) is being held pursuant to the e-AGM circulars through video conferencing | other audiovisual means, physical attendance of the members has been dispensed with. Accordingly, the facility for appointment of proxies by themembers will not be available for the AGM and hence, the Proxy Form, Attendance Slip and route map of the AGM venue are not annexed to this Notice. However, a member may appoint a representative as per applicable provisions of the Companies Act, 2013 to attend and | or vote. 3. Copies of the Balance Sheet, the Statement of Profit and Loss, the Directors’ Report, the Auditor’s Report and every other document required by law to be annexed or attached to the Balance Sheet for the financial year ending March 31, 2023, are annexed | attached. 4. The Register of Members and the Share Transfer Books of the Company will remain closed from August 05, 2023 to August 11, 2023 (both days inclusive). 5. The dividend, if approved, will be paid to those members whose names stand on the Register of members on August 04, 2023. 6. An electronic copy of the annual report for 2022-23, including the Noticewhich includes the process and manner of attending the Annual General Meeting through video conferencing | other audiovisual means, and e-voting is being sent to all the members whose e-mail addresses are registered with the Company. 7. Printed copies of the annual report (including the Notice) are not being sent to the members in view of the e-AGM circulars. 8. Electronic copy of the Register of Directors and key managerial personnel and their shareholding, maintained under the Companies Act, 2013, will be available for inspection by the members up on request. 9. The members, desiring any information relating to the accounts, are requested to write to the Company at least seven days before the date of the Annual General Meeting (AGM) so as to enable theManagement to keep the information ready and provide at the AGM. 10. In compliance with the e-AGM circulars, the Company is pleased to provide to the members facility to attend the Annual General Meeting (AGM) through video conferencing | other audiovisual means (VC) and exercise their right to vote at the 19th AGM by electronic means. 10.1 The instructions for attending the AGM through VC are as under: i. The Company has availed services of Cisco WebEx for providing the VC facility to the members to attend the AGM through VC. ii. A separate communication for attending the AGM through VC will be sent to all the members. iii. The members are encouraged to join the AGM through laptops for better experience. iv. The members will be required to use their laptop cameras and high-speed internet connections to avoid any disturbance during the AGM. v. Please note that participants connecting from mobile devices | tablets | laptops using mobile hotspots may experience audio | video loss due to fluctuations in their respective networks. It is therefore recommended to use a stable Wi-Fi | LAN connection to mitigate any kind of aforesaid glitches. vi. The members who wish to express their views during the AGM are requested to register themselves as speakers by providing their name, demat account number | folio number, e-mail address and mobile telephone number to the Company at sec@racl.net.in The request must reach to the Company at least seven days before the date of the AGM.
RkJQdWJsaXNoZXIy MjA2MDI2