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.
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