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
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