Rudolf Atul Chemicals Ltd Annual Report 2024-25
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 Rudolf GmbH in its logo and the two flowing pieces of fabrics are 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 fabrics which also resemble the wings of a bird flapping in unison, connote harmony between the two partners, all to serve customers with world-class products. Continuous improvement is better than delayed perfection. ~ Mark Twain Contents 01 Corporate identity 02 Purpose 03 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 30 Performance trend 31 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 2024-25 Corporate identity Rudolf Atul Chemicals Ltd is a 50-50 joint venture company of Rudolf GmbH (Rudolf) and Atul Ltd (Atul), engaged in the 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 partners to participate in the growing marketplace. About Rudolf Rudolf is a world leader in textile chemistry. Founded over 100 years ago in Germany, the Company is a family-owned business now in its fourth generation. Dedicated to the success of its customers, driven by science and committed to environmental protection, it sees itself as an agent of positive change. The Company also operates in the construction, coating and car care sectors. It supplies customers reliably from 18 production sites across different regions. About Atul Founded in 1947, Atul is a leading integrated chemical company in India with an annual revenue of about ` 5,600 cr. The Company manufactures about 900 products and 400 formulations. The production facilities of Atul and its associate, joint venture and subsidiary entities are at Ambernath, Ankleshwar, Jodhpur, Panoli, Tarapur and Valsad in India and Somerset in the UK. It has established subsidiary companies in Brazil, China, Ireland, the UAE, the UK and the USA to serve its customers better and enhance the breadth and depth of its business.
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 products 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 2024-25 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 environment wherein these Values are consistently practised and nurtured and ensured that they are not 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 Tejas Shukla Gopi Kannan Thirukonda Sujal Shah Oliver Kusterle Sudhir Merchant
Company Overview Financial Statements Notice Statutory Reports 05 Rudolf Atul Chemicals Ltd | Annual Report 2024-25 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, 2025. 01. Financial results (` cr) 2024-25 2023-24 Revenue from operations 166.50 139.26 Other income 1.48 1.09 Total revenue 167.98 140.35 Profit before tax 35.57 27.79 Provision for tax 9.17 8.57 Profit for the year 26.40 19.22 Balance in retained earnings at the beginning of the year 43.79 30.36 Transfer from comprehensive income (0.03) 0.05 Disposable surplus 70.16 49.63 Dividend paid (17.51) (5.84) Balance carried forward 52.65 43.79 02. Performance Sales increased by 20% from ` 138.04 cr to ` 165.20 cr, primarily due to introduction of new products and increase in customer base. Major growth drivers are silicones, dyeing chemicals and pretreatment chemicals. Profit before tax increased by 28% from ` 27.79 cr to ` 35.57 cr. The earnings per share increased from ` 32.93 to ` 45.22. Cash flow from operating activities before working capital changes increased from ` 27.56 cr to ` 34.94 cr and the net cash flow from operating activities increased from ` 15.72 cr to ` 27.47 cr. Additionally, the Company completed the registration of five products (total 117 products) with the Global Organic Textile Standard list for version 7.0, added 15 products (total 207 products) to the list of Zero Discharge of Hazardous Chemicals (ZDHC - Level 3). It also maintains its operational standards with certifications like ISO 9001:2015 and ISO 14001:2015. 03. Dividend The Board recommended payment of a dividend of ` 40 per share on 58,37,500 equity shares of ` 10 each fully paid-up for the year ended March 31, 2025. The dividend will entail an outflow of ` 23.35 cr on the paid-up equity share capital of ` 5.84 cr. 04. Energy conservation, technology 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 for its current and fixed assets, employees and products against various relevant risks. 06. Risk management The Company has identified risks and has initiated a mitigation plan for the same. 07. Internal financial controls The Management assessed the effectiveness of the internal financial controls over financial reporting as at March 31, 2025, and the Board believes that the controls are adequate. 08. Fixed deposits The Company did not accept any deposits from public and as such no amount on account of principal or interest on deposits from public was outstanding as at March 31, 2025. 09. Loans, guarantees, investments and security Particulars of loans, guarantees, investments and security provided are given on page number 56. 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 66. No transactions that required disclosure in Form AOC-2 were entered into by the Company. 12. Corporate social responsibility The composition 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 2024-25 is available on the website of the Company at https://www.racl. co.in/investors/stakeholders-information/ annualreports/ 14. Auditors 14.1 Statutory Auditors Deloitte Haskins & Sells LLP Chartered Accountants were appointed 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 Auditor’s Report for the financial year ended on March 31, 2025 does not contain any qualification, reservation or adverse remark. The report is enclosed with the financial statements in this annual report. 14.2 Cost Auditors The Company has maintained cost records as required under the Act. The members ratified the appointment of Tadhani & Co, as the Cost Auditors for 2024-25 on August 05, 2024. 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 ended on March 31, 2025, 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
Company Overview Financial Statements Notice Statutory Reports 07 Rudolf Atul Chemicals Ltd | Annual Report 2024-25 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 on March 31, 2025, 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 According to Article 88 of the Articles of Association of the Company, Dr Wolfgang Schumann and Mr Sujal Shah retire by rotation and being eligible offer themselves for reappointment at the forthcoming AGM. 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: 16.2.1 Appointment While recommending the appointment of the Directors, the Nomination and Remuneration Committee considers the following factors: a) Qualification: well-educated and experienced 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 16.2.2 Remuneration 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 i) Membership of committee(s), ii) Profit, iii) Attendance, and iv) 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 2024-25. 17.2 Remuneration The Remuneration Policy of the key managerial personnel and other employees consists of the following: 17.2.1 Components: a) Fixed pay i) Basic salary ii) Allowances iii) Perquisites iv) Retirals b) Variable pay 17.2.2 Factors for determining and changing fixed pay: a) Existing compensation b) Education c) Experience d) Salary bands e) Performance f) Market benchmark 17.2.3 Factors for determining and changing variable pay: a) Company performance b) Business performance c) Individual performance d) Work level
08 18. Analysis of remuneration No employee falls in 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. 19. Management Discussion and Analysis The Management Discussion and Analysis 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 2024-25, 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 2024-25. 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) Atul Chairman April 22, 2025 DIN: 01995827
Company Overview Financial Statements Notice Statutory Reports 09 Rudolf Atul Chemicals Ltd | Annual Report 2024-25 Annexure to the Directors’ Report Index No. Subject title Page 1. Energy conservation, technology absorption and foreign exchange earnings and outgo 1.1 Energy conservation 09 1.2 Technology absorption 09 1.3 Foreign exchange earnings and outgo 09 2. Corporate social responsibility 2.1 A brief outline of CSR Policy, programs and scope of the Company 10 2.2 Composition of the CSR Committee 11 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. Energy conservation, technology absorption and foreign exchange earnings and outgo 1.1 Energy conservation 1.1.1 Measures taken: No major steps were taken during the year. 1.1.2 Additional investments and proposals being implemented: nil 1.2 Technology absorption No major steps were taken during the year. 1.3 Foreign exchange earnings and outgo (` cr) Particulars 2024-25 2023-24 Earnings Commission income 0.92 1.00 Outgo Import of raw materials 29.48 19.77
10 2. Corporate social responsibility 2.1 A brief outline of CSR Policy, programs and scope 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 under six broad programs: a) Education b) Empowerment, c) Health, d) Relief, e) Infrastructure and f) Conservation with the varied scope of work. a) Education i) Establish and | or support educational institutions ii) Enhance education in rural areas iii) Support needy and | or meritorious students b) Empowerment i) Establish and | or support vocational training and institutions ii) Promote sustainable livelihood opportunities for women | youth iii) Promote integrated development of rural | tribal areas c) Health i) Establish and | or improve medical care centres ii) Promote health, nutrition, hygiene and sanitation iii) Promote sports and fitness d) Relief i) Eradicate hunger and malnutrition ii) Support deserving | needy people iii) Support during natural calamities e) Infrastructure i) Develop and | or improve rural infrastructure ii) Develop and | or improve rural amenities iii) Develop and | or improve child-friendly infrastructure f) Conservation i) Conserve natural resources ii) Protect environment | flora and fauna iii) Protect and | or promote art and culture
Company Overview Financial Statements Notice Statutory Reports 11 Rudolf Atul Chemicals Ltd | Annual Report 2024-25 2.2 Composition of the CSR Committee: No. Name of Directors Designation | Nature of Directorship Meetings entitled Meetings attended 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 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: Not applicable 2.5 CSR obligation: (` lakh) a) Average net profit of the Company as per Section 135(5) 2035.29 b) 2% of the average net profit of the Company as per Section 135(5) 41.00 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)] 41.00 2.6 CSR amount spent: (` lakh) a) Details of the amount spent (ongoing projects and other than ongoing projects for the financial year: 41.00 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)]: 41.00 e) CSR amount spent or unspent for the financial year: (` lakh) Amount unspent Total amount spent for the financial year Total amount transferred to the Unspent CSR Account under 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 41.00 – – – – –
12 f) Excess amount for set-off, if any: nil (` lakh) No. Particular Amount (i) 2% of the average net profit of the Company as per Section 135(5) 41.00 (ii) Total amount spent for the financial year 41.00 (iii) Excess amount spent for the financial year [(ii)-(i)] Nil (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: (` lakh) 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. 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 Tejas Shukla DIN: 10309971
Company Overview Financial Statements Notice Statutory Reports 13 Rudolf Atul Chemicals Ltd | Annual Report 2024-25 Management Discussion and Analysis Rudolf Atul Chemicals Ltd (RACL) is into manufacturing and marketing of specialty chemicals for the Textile industry in India. RACL offers a complete range of products for pretreatment, dyeing and finishing processes of apparels, home furnishings and technical textiles. The Company has achieved a CAGR of 15% in the last five years and aims to become one of the leading suppliers in India. During 2024-25, sales increased by 20% over the previous year to ` 165 cr. Major growth drivers were pretreatment chemicals, dyeing chemicals and silicones used in textile wet processing. Sales of effect chemicals (EC) segment increased by 30% due to customised silicone product offerings for key markets. Sales of process chemicals (PC) segment increased by 14%, primarily due to the addition of new customers for pretreatment chemicals, the introduction of printing auxiliaries in various markets and increased demand for dyeing chemicals. Improved performance in both segments contributed to higher sales revenue. The Company offers customised solutions to its customers and aims to establish a distinct position in sustainable innovation. It will continue to focus on the use of bio-based raw materials and energysaving concepts. It expects increased demand for: i) specialty chemicals for synthetic textiles used in apparel and home textile applications, ii) perfluorocarbon-free repellents and iii) silicones for enhanced performance in the home and knit segments. Plans are in place to develop a complete processing package for the synthetic segment, introduce denim solutions using sulphur dyes and launch lubricants for sewing threads. The rising demand for continuous bleaching range chemicals for knit and woven fabrics is also expected to support growth in process chemicals sales.
14 Disruptions in the textile industry across key global hubs have created greater opportunities for the Indian textile sector. The China Plus One policy has led to an increase in orders being placed in India. However, demand fluctuations have been observed due to geopolitical tensions in the European Union and inflationary pressures in the United States. Domestic market demand is expected to grow at a steady pace, with the Indian textile industry projected to reach US$ 350 billion by 2030. The Indian textile chemicals industry is currently valued at approximately US$ 320 million and is growing at a CAGR of around 6%. The Company aims to expand its market share in the domestic segment by: i) introducing new products, ii) offering innovative concepts, and iii) providing strong technical support. Fluctuations in cotton prices, volatility in key raw material costs, the direct entry of major raw material suppliers—particularly from China—and the potential impact of US tariffs, once finalised, may affect sales. Demand from end-user countries may also influence the order situation for our customers. 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 leverages continuous learning and build strong capabilities to align with the pace of evolution and expansion of the business. It emphasises on use of technology in HR processes with parallel creative initiatives to keep enhancing people engagement. Employee relations remained cordial.
Company Overview Financial Statements Notice Statutory Reports 15 Rudolf Atul Chemicals Ltd | Annual Report 2024-25 Nothing is impossible when there is harmony between the mind, heart and resolution. ~ Rig Veda 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 making decisions and acting in a way that is ethical and in compliance with the applicable legal requirements. It endeavours to continuously improve its corporate governance performance to earn 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 and longterm interests of the shareholders and other stakeholders. 2. Board 2.1 Board business The normal business of the Board comprises: 2.1.1 Approving: a) appointment of the Cost Auditors b) capital expenditure and operating budgets c) commission payable to the Directors within the limit set by the shareholders d) contracts in which the Director(s) are deemed to be interested e) cost audit reports f) creation of charge on assets in favour of lenders g) declaration of interim dividend h) joint ventures, collaborations, mergers and acquisitions i) loans and investments j) matters requiring statutory | Board consent k) sale of investments and assets l) short, medium or long-term borrowings m) unaudited quarterly financial results and audited annual accounts, including segments revenue, results and capital employed 2.1.2 Monitoring: a) effectiveness of the governance practices and making desirable changes b) implementation of performance objectives and corporate performance c) potential conflicts of interest of the Management, the Board members and the shareholders, including misuse of corporate assets and abuse in related party transactions d) the Board nomination process such that it is transparent and results in a diversity of experience, gender, knowledge, perspective and thoughts in the Board e) 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: a) general notices of interest of the Directors b) minutes of the meetings of the Board and its Committees and also the resolution(s) passed by circulation 2.1.4 Recommending: a) appointment of the Statutory Auditors b) final dividend 2.1.5 Reviewing: a) corporate strategy, major plans of action, Risk Policy, annual budgets and business plans b) default in payment of statutory dues c) fatal or serious accidents, dangerous occurrences and material environmental matters d) foreign exchange exposure and exchange rate movement e) 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 compliance with the law and relevant standards 2.1.6 Setting: a) a well-defined mandate, composition and working procedures of the committees b) a corporate culture and the Values
Company Overview Financial Statements Notice Statutory Reports 17 Rudolf Atul Chemicals Ltd | Annual Report 2024-25 2.1.7 Others: a) 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. b) Aligning remuneration of the key executives and the Board Members with the long-term interests of the Company and the shareholders. c) Applying high ethical standards d) Assigning a sufficient number of Non-executive Board Members capable of exercising independent judgement to items where there is a potential for conflict of interest. e) 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. f) Encouraging training of Directors on a continuous basis to ensure that the Board Members are kept updated. g) Exercising objective and independent judgement on corporate affairs. h) Facilitating the Independent Directors to perform their role effectively as Board Members and also as Members of Committees. i) Meeting the expectations of operational transparency of the stakeholders while maintaining the confidentiality of information to foster a culture 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. 2.3. Composition, name, other directorships | committee memberships The Board comprises experts drawn from diverse fields | professions. It consists of eight 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 1 – – Managing Director 2. Tejas Shukla – – – Non-executive Directors 3. Gopi Kannan Thirukonda 8 4 – 4. Sudhir Merchant 2 2 – 5. Sujal Shah 8 9 4 6 Oliver Kusterle – – – 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
18 2.4. Board meetings and attendance in meetings No. 1 2 3 4 Date Monday, April 22, 2024 at Mumbai Monday, August 05, 2024 at Atul Friday, November 15, 2024 at Atul Friday, February 14, 2025 at Atul Total attendance in Board meeting AGM on August 05, 2024 Wolfgang Schumann 3 A A 3 2 A Gopi Kannan Thirukonda 3 3 3 3 4 3 Sudhir Merchant 3 3 3 3 4 3 Sujal Shah 3 3 3 3 4 3 Oliver Kusterle 3 3 3 3 4 3 Tejas Shukla 3 3 3 3 4 3 Total attendees 6 5 5 6 - - 3 Present | - Absent 2.5. Appointment | Cessation 2.5.1 Appointed: nil 2.5.2 Ceased: nil 2.5.3 Remuneration No. Name Remuneration during the year (`) Sitting fees Salary and perquisites Commission Total Chairman 1. Wolfgang Schumann - - - - Managing Director 2. Tejas Shukla - 24,36,973 - 24,36,973 Non-executive Directors 3. Gopi Kannan Thirukonda - - - - 4. Sudhir Merchant 2,60,000 - 4,00,000 6,60,000 5. Sujal Shah 2,40,000 - 4,00,000 6,40,000 6. Oliver Kusterle - - - - Sitting fees of up to ` 30,000 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 18, 2023, for a period of five years effective April 01, 2024. 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 2024-25 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 a) Approving: i) appointment of the Chief Financial Officer ii) transactions with related parties and subsequent modifications thereof b) Conducting: i) pre-audit discussions with the Auditors regarding the nature and scope of the audit and post-audit discussion to ascertain any area of concern ii) valuation of undertakings or assets, wherever necessary c) Formulating: i) code of conduct and related matters ii) scope, functioning, periodicity and methodology for conducting the internal audit in consultation with the Internal Auditor d) Reviewing: i) adequacy of the internal audit function, including the structure of the Internal Audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit ii) compliance reports of all applicable laws as well as steps taken to rectify instances of non-compliances periodically iii) financial reporting process and the disclosure of financial information to ensure that the Financial Statements are correct, credible and sufficient iv) periodically 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 v) 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 vi) significant transactions and arrangements entered into by the unlisted subsidiary companies vii) statement of related party transactions submitted by the Management viii) 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 • compliance with accounting standards • disclosure of any related party 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 ix) the Auditors’ independence, performance and effectiveness of the audit process
20 x) the Financial Statements, in particular, investments made by the unlisted subsidiary companies xi) 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 • Management Discussion and Analysis of financial condition and results of operations • management letters | letters of internal control weaknesses issued by the Statutory Auditors xii) the functioning of the whistleblowing mechanism xiii) with the Internal Auditors any significant findings and follow-up thereon, including findings of any internal investigations into matters where there is a suspected fraud or irregularity or failure of the internal control systems of material nature and reporting such matters to the Board xiv) 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 e) Others: i) Determining procedures for risk assessment and minimisation, and reviewing them periodically to ensure that the Executive Management controls risks through means of a properly defined framework. ii) Evaluating internal financial controls and risk management system. iii) Recommending appointment, remuneration and terms of appointment of the Auditors and approval for payment for any other services. iv) Scrutinising inter-corporate loans and investments. v) Other functions as mentioned in the terms of reference of the Audit Committee. 3.1.2 Composition, meetings and attendance The Committee comprises the following members, all having relevant experience in financial matters. During 2024-25, four meetings were held: No. Name Designation Meetings entitled Meetings attended 1. Sudhir Merchant Chairman 4 4 2. Sujal Shah Member 4 4 3. Gopi Kannan Thirukonda Member 4 4 The Chairman, the Managing Director, the Chief Financial Officer, the Company Secretary and the Internal Auditors are permanent invitees to the meetings. Invitation to the Statutory Auditors for the meetings is need based. The Board notes the minutes of the Audit Committee meetings.
Company Overview Financial Statements Notice Statutory Reports 21 Rudolf Atul Chemicals Ltd | Annual Report 2024-25 3.2 Corporate Social Responsibility Committee 3.2.1 Role a) Formulating and recommending the Corporate Social Responsibility (CSR) Policy to the Board. b) Formulating and recommending to the Board the annual action plan, which must include: i) the list of CSR projects or programs that are to be undertaken ii) the manner of execution iii) the modalities of utilisation of funds and implementation schedules iv) monitoring and reporting mechanism v) details of need and impact assessment c) Indicating reasons to the Board in case the amount of expenditure is less than 2% of the average net profit in a given year. d) Monitoring the CSR Policy from time to time. e) 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, meetings and attendance The Committee comprises the following members. During 2024-25, one meeting was held: No. Name Designation Meeting entitled Meeting attended 1. Gopi Kannan Thirukonda Chairman 1 1 2. Wolfgang Schumann Member 1 1 3. Sudhir Merchant Member 1 1 3.3 Nomination and Remuneration Committee 3.3.1 Role a) Devising a policy on Board diversity. b) 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. c) Formulating criteria for evaluation of the Independent Directors and the Board. d) 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. e) Recommending | determining the remuneration of the Executive Director as per the policy.
22 3.3.2 Composition, meetings and attendance The Committee comprises the following members. During 2024-25, no meeting was held: No. Name Designation Meeting entitled Meeting attended 1. Sudhir Merchant Chairman - - 2. Sujal Shah Member - - 3. Gopi Kannan Thirukonda Member - - 4. Oliver Kusterle Member - - 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 the website 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 the 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 the workplace and constituted Internal Complaints Committee. The status of complaints received during 2024-25, is as under: Filed during 2024-25 Nil Disposed of during 2024-25 Nil Pending as at end of 2024-25 Nil 4.4 Related party transactions The Company has formulated a Related Party Transactions Policy. 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 2024-25 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.
Company Overview Financial Statements Notice Statutory Reports 23 Rudolf Atul Chemicals Ltd | Annual Report 2024-25 6. Shareholders’ information 6.1 Last three Annual General Meetings (AGMs) Year Location Date Time 2021-22 B | 18598, Survey number 33, Atul 396 020, Gujarat, India August 19, 2022 4:00 pm 2022-23 Through video conferencing at deemed venue: Atul Ltd, Atul 396 020, Gujarat, India August 18, 2023 4:00 pm 2023-24 Through video conferencing at deemed venue: Atul Ltd, Atul 396 020, Gujarat, India August 05, 2024 4:00 pm 6.2 Special resolutions passed in the previous three AGMs: no 6.3 Resolutions passed through postal ballot: nil 6.4 Annual General Meeting 2025 Details of the 21st AGM are as under: Year Location Date Time 2024-25 B | 18598, Survey number 33, Atul 396 020, Gujarat, India August 01, 2025 4:00 pm As required, particulars of the Directors seeking reappointment | appointment are given in the Notice of the AGM. 6.5 Financial year April 01 to March 31 6.6 Date of book closure July 19, 2025, to July 25, 2025 6.7 Date of dividend payment August 05, 2025 6.8 Location of plant Atul 396 020, Gujarat, India 6.9 Address of correspondence B | 18598, Survey number 33, Atul 396 020, Gujarat, India e-mail address: racl_legal@atul.co.in 6.10 Tentative Board meeting dates for consideration of results for 2025-26 No. Name Date 1. First quarter results August 01, 2025 2. Second quarter and half-yearly results November 07, 2025 3. Third quarter results February 06, 2026 4. Fourth quarter and annual results April 20, 2026
24 7. Role of the Company Secretary in the overall governance process The Directors have access to the suggestions and services of the Company Secretary | Legal department 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 Mr Tejas Shukla, Managing Director and Mr Rajas Khaladkar, Chief Financial Officer, issued a certificate to the Board. The said certificate was placed before the Board at the meeting held on April 22, 2025, in which the accounts for the year ended March 31, 2025, were considered and approved by the Board. For Rudolf Atul Chemicals Ltd (Tejas Shukla) Atul Managing Director April 22, 2025 DIN: 10309971
Company Overview Financial Statements Notice Statutory Reports 25 Rudolf Atul Chemicals Ltd | Annual Report 2024-25 Notice NOTICE is hereby given that the 21st Annual General Meeting of the members of Rudolf Atul Chemicals Ltd will be held on Friday, August 01, 2025 at 4:00 pm at B | 18598, Survey number 33, Atul 396 020, Gujarat, India 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 on March 31, 2025 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 (DIN: 01995827), who retires by rotation and being eligible, offers himself for reappointment. 4. To appoint a Director in place of Mr Sujal Shah (DIN: 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 Section 148(3) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the remuneration of ` 65,200 plus taxes as applicable and reimbursement of actual travel and out-of-pocket expenses for the financial year ending March 31, 2026 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 audits of the applicable products in the category of Chemicals, Inorganic Chemicals, Organic Chemicals and their derivatives be and is hereby ratified and confirmed.” Notes 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself | herself and the proxy need not be a member. A person can act as proxy on behalf of not more than 50 members and hold in aggregate not more than 10% of the total share capital of the Company. In order that the appointment of a proxy to be effective, the instrument appointing the proxy must be received at the registered office of the Company not later than 48 hours before the commencement of the meeting, by 4:00 pm on July 30, 2025. 2. 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, 2025, are annexed | attached. 3. The Register of Members and the Share Transfer Books of the Company will remain closed from July 19, 2025 to July 25, 2025 (both days inclusive). 4. The dividend, if approved, will be paid to those members whose names stand on the Register of Members on July 18, 2025. 5. 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 at the Annual General Meeting. 6. 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) to enable the Management to keep the information ready and expeditiously provide them at the AGM, as required.
26 7. At the ensuing Annual General Meeting, Dr Wolfgang Schumann retires by rotation and being eligible offers himself for reappointment. The information or details pertaining to him are as follows: Name Dr Wolfgang Schumann Date of birth July 9, 1973 Brief résumé Dr Wolfgang Schumann is a Director of the Company since March 27, 2008. He is the Chairman of the Board and a Member of Corporate Social Responsibility Committee of the Board. Directorship in other companies Public companies Nil Private companies Nil Membership in committees of other companies Member of committees Nil Chairman of committee Nil Cessation from the directorship of a listed company in past three years Nil Relationship with other Directors None Number of shares held in the Company Nil 8. At the upcoming Annual General Meeting, Mr Sujal Shah retires by rotation and being eligible, offers himself for reappointment. The information or details pertaining to him are as follows: Name Mr Sujal Shah Date of birth September 23, 1968 Brief résumé Mr Sujal Shah is a Director of the Company since August 2011. He is a Member of Audit Committee and Nomination and Remuneration Committee of the Board. Mr Shah is a founder Partner of SSPA & Co, Chartered Accountants. He has about three decades of experience in finance, due diligence, mergers and acquisitions, restructuring, succession planning and valuation. Mr Shah was a member of the group that drafted valuation standards for the Institute of Chartered Accountants of India. He has authored several papers on valuations and restructuring for the Western India Regional Council of the Institute of Chartered Accountants of India and the Bombay Chartered Accountants Society. He was a partner at N M Raiji & Co, Chartered Accountants until October 2006. Mr Shah holds a graduate degree in Commerce from the University of Mumbai and is a Fellow Member of the Institute of Chartered Accountants of India.
Company Overview Financial Statements Notice Statutory Reports 27 Rudolf Atul Chemicals Ltd | Annual Report 2024-25 Name Mr Sujal Shah Directorship in other companies Public companies Amrit Corp Ltd Atul Ltd Deepak Fertilizers and Petrochemicals Corporation Ltd Mafatlal Industries Ltd Navin Fluorine International Ltd Navin Fluorine Advanced Sciences Ltd NOCIL Ltd The Bombay Dyeing and Manufacturing Company Ltd Private companies SSPA Consultants Pvt Ltd Thriarr Polymers Pvt Ltd Membership in committees of other companies Chairman of committees Amrit Corp Ltd – Audit Committee Atul Ltd – Corporate Social Responsibility Committee Deepak Fertilizers and Petrochemicals Corporation Ltd – Audit Committee Deepak Fertilizers and Petrochemicals Corporation Ltd – Rights Issue Committee Navin Fluorine International Ltd – Audit Committee The Bombay Dyeing and Manufacturing Company Ltd – Audit Committee Member of committees Amrit Corp Ltd – Nomination and Remuneration Committee Amrit Corp Ltd – Corporate Social Responsibility Committee Atul Ltd – Audit Committee Atul Ltd – Nomination and Remuneration Committee Capricon Realty Pvt Ltd – Corporate Social Responsibility Committee Deepak Fertilizers and Petrochemicals Corporation Ltd – Finance Committee Deepak Fertilizers and Petrochemicals Corporation Ltd – Nomination and Remuneration Committee Deepak Fertilizers and Petrochemicals Corporation Ltd – Securities Issue Committee Mafatlal Industries Ltd – Corporate Social Responsibility Committee Navin Fluorine International Ltd – ESG Committee Navin Fluorine International Ltd – Fundraising Committee Navin Fluorine International Ltd – Nomination and Remuneration Committee Navin Fluorine International Ltd – Stakeholders Relationship Committee Navin Fluorine Advanced Sciences Ltd – Corporate Social Responsibility Committee NOCIL Ltd – Audit Committee NOCIL Ltd – Corporate Social Responsibility Committee NOCIL Ltd – Investment Committee and Diversification Committee
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