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Integrated report Statutory reportS FInancIal StatementS
Corporate Governance Report

• Review compliance with risk policies, monitor breach The Scientific Advisory Board is instrumental in providing
/trigger trips of risk tolerance limits and direct action; guidance and direction to R&D Centres and report progress
to the Board.
• Nurture a healthy and independent risk management
function in the Company. The Scientific Advisory Board consists of senior employees
from Tata Chemicals Limited and Rallis India Limited
Meetings Held with Research & Development, Science and Technology

During FY 2019-20, four (4) Meetings were held on the background and is chaired by Dr. C. V. Natraj, Independent
following dates : Director of the Company. Dr. Natraj has more than 30 years of
experience in research. He has headed the Research function
• April 12, 2019 • October 11, 2019
as Director on the Board of Hindustan Lever Limited and later
• August 1, 2019 • January 24, 2020 went on to lead the Corporate Research function for unilever
The necessary quorum was present for all the Meetings of as Senior Vice President, responsible for global exploratory
the Committee. research. He is the Technical Advisor to the Indian Institute of
Science and serves on the Board of Rallis India Limited as an
Composition and Attendance Independent Director.
No. of The terms of reference of the Scientific Advisory Board are as
Name of the Member Category Meetings under:
attended • Alignment of the R&D Centres’ priorities to the Business
Dr. Y. S. P. Thorat (Chairperson) # ID 2 priorities;
Mr. S. Padmanabhan $ NED 3 • Recommending the right skills and competencies
Ms. Padmini Khare Kaicker ^ ID N.A. necessary for the teams;
Mr. R. Mukundan MD & CEO 3
Mr. Zarir Langrana ED 4 • Ensuring Succession Planning;
Mr. John Mulhall CFO 4 • Ensuring that the right R&D metrics are derived from
business targets;
ID - Independent Director; NED - Non-Executive Director; MD & CEO -
Managing Director & Chief Executive Officer; ED - Executive Director; • Maintaining a balance between short term and long
CFO - Chief Financial Officer term projects;
# Retired from the Company w.e.f. August 20, 2019 and accordingly • Ensuring open innovation to support internal R&D
ceased to be the Chairperson and Member of the RMC activities;
$ In the absence of a permanent Chairperson, post August 21, 2019, • Support in creating the right infrastructure availability;
Mr. S. Padmanabhan was elected as the Chairperson from meeting • Creating the platform for exchange and harmonisation
to meeting of R&D activities across the 3 centres;
^ Appointed as a Member of the RMC w.e.f. March 26, 2020 • Give directions for ensuring the right balance between
inputs and outputs for the centres.
Dr. Y. S. P. Thorat, former Chairperson of the RMC, was present
at the last AGM held on July 8, 2019. An update on the Scientific Advisory Board is given to the
Board of Directors quarterly.
The Company has a well-defined risk management
framework in place. The risk management framework 11. Subsidiary Companies
adopted by the Company is discussed in detail in the
Management Discussion and Analysis which forms part of Regulation 16 of the Listing Regulations defines a
this Annual Report. ‘material subsidiary’ to mean a subsidiary, whose income or
net worth exceeds 10% of the consolidated income or net
10. Scientific Advisory Board worth respectively of the listed entity and its subsidiaries in
the immediately preceding accounting year.
The Board of Directors has constituted a Scientific Advisory
Board with the objective of synergising the Research & In addition to the above, Regulation 24 of the Listing
Development (‘R&D’) initiatives at the Company’s Innovation Regulations requires that at least one Independent Director
Centre and Reserch & Development Centres (for crop care on the Board of Directors of the listed entity shall be a Director
and seeds division) of Rallis India Limited, subsidiary of the on the Board of Directors of an unlisted material subsidiary,
Company. whether incorporated in India or not. For the purpose of

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