Company Overview Financial Statements Notice Statutory Reports 07 Rudolf Atul Chemicals Ltd | Annual Report 2023-24 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, 2024, the applicable accounting standards have been followed and there are no material departures. 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 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, 2024, 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 a) Subject to approval of the members in the AGM Dr Oliver Kusterle was appointed as a Director liable to retirement by rotation effective August 18, 2023 and Mr Tejas Shukla was appointed as the Managing Director for a period of five years effective October 01, 2023. b) According to Article 88 of the Articles of Association of the Company, Mr Sudhir Merchant and Mr Gopi Kannan Thirukonda retire by rotation and being eligible offer themselves for reappointment at the forthcoming AGM. c) Dr G Venugopala Rao, Managing Director retired on September 30, 2023, upon completion of his term. The Company immensely benefited from his knowledge, exper ience and exper t ise in the last 13 years. d) Mr Ulrich Hambrecht, Director ceased to be a Director effective August 18, 2023. The Board places on record its deep appreciation for his valuable contribution through sustained involvement, critical analysis and valuable guidance. 16.2 Policy on appointment and remuneration The Policy 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: 16.2.1Appointment While recommending the appointment of the Directors, the Nomination and Remuneration Committee considers the following factors: a) Qualification:well-educatedandexperienced in senior leadership positions in industry | profession b) Trait: positive attributes and qualities c) Independence: criteria prescribed in Section 149(6) of the Companies Act, 2013, for the Independent Directors, including no pecuniary interest and conflict of interest 16.2.2Remuneration of the Non-executive Directors a) Sitting fees: up to ` 30,000 for attending a Board, Committee and any other meeting b) Commission: up to 1% of net profit as may be decided by the Board based on
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