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this provision, material subsidiary means a subsidiary, whose quarterly basis and a statement of all significant transactions
income or net worth exceeds 20% of the consolidated and arrangements entered into by the unlisted subsidiary
income or net worth respectively of the listed entity and its companies are also placed before the Board.
subsidiaries in the immediately preceding accounting year. For
more effective governance, Independent Directors have been Pursuant to the explanation under Regulation 16(1)(c)
appointed on the Board of unlisted material subsidiaries. The of the Listing Regulations, the Company has formulated
Independent Directors appointed in such subsidiaries brief the a Policy for determining material subsidiaries
Board of Directors of the Company on a quarterly basis on any which is disclosed on the Company’s website at
significant issues of these unlisted material subsidiaries. https://www.tatachemicals.com/MaterialSubsPolicy.htm.

The subsidiaries of the Company function independently, with The other requirements of Regulation 24 of the Listing
an adequately empowered Board of Directors and adequate Regulations with regard to Corporate Governance
resources. The minutes of Board Meetings of subsidiaries are requirements for subsidiary companies have been complied
placed before the Board of the Company for its review on a with.

12. General Body Meetings
Annual General Meetings held and Special Resolution(s) passed:
Day, date and time of AGMs held during the last 3 years and Special Resolutions passed are given as below:
Year Day and Date Time Special Resolution(s)
2018-19 Monday, July 8, 2019 3.00 p.m. Re-appointment of Ms. Vibha Paul Rishi (DIN: 05180796) as an Independent
Director of the Company, not liable to retire by rotation, to hold office for a
second term of five consecutive years commencing from September 1, 2019
upto August 31, 2024
2017-18 Wednesday, July 25, 2018 3.00 p.m. There was no matter that required passing of Special Resolution
2016-17 Wednesday, August 9, 2017 3.00 p.m.
The above Meetings were held at Birla Matushri Sabhagar, 19, Vithaldas Thackersey Marg, Mumbai - 400 020.
None of the businesses proposed to be transacted requires the passing of a Special Resolution by way of Postal Ballot. No Extraordinary
General Meeting was held during the past 3 years. No Special Resolution(s) requiring a Postal Ballot, except as mentioned below for
the National Company Law Tribunal Convened Meeting, was passed last year or is being proposed at the ensuing Annual General
Meeting.

National Company Law Tribunal (‘NCLT’) Convened Meeting held during the last year and the Resolution passed therein:
As per the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench (‘Hon’ble Tribunal’) vide its Order dated
September 11, 2019, a Meeting of the Ordinary Shareholders of the Company was convened. The details of this Meeting are given
below:
Day, date and time Venue Resolution
Wednesday, Walchand Hirachand Hall, Approval of the Scheme of Arrangement between Tata Chemicals
October 30, 2019 at 3.00 p.m. 4th Floor, Indian Merchants’ Limited (‘Demerged Company’) and Tata Global Beverages Limited
Chamber Building, IMC Marg, (‘Resulting Company’) [now renamed as Tata Consumer Products
Churchgate, Mumbai - 400 020. Limited] and their respective shareholders and creditors for the
demerger of the Consumer Products Business of the Demerged
Company to the Resulting Company (‘the Scheme of Arrangement’)
Postal Ballot:
During the year, pursuant to Sections 230-232 read with Section 110 of the Act and Companies (Management & Administration)
Rules, 2014 and Regulation 44 of the Listing Regulations, the Company had provided the facility of remote e-Voting and Postal Ballot
to its Members as well as facility of voting through electronic voting at the venue of the Meeting for obtaining the approval of the
Members of the Company on the Scheme of Arrangement.

138 I INTEGRATED ANNuAL REPORT 2019-20