Page 71 - Tata_Chemicals_yearly-reports-2019-20

Integrated report Statutory reportS FInancIal StatementS
Board's Report

• nClt Mumbai, vide its order dated February 20, 2020, details of internal control system are given in the Management
sanctioned the Scheme of amalgamation of Zero Waste discussion and analysis report, which forms part of this annual
agro organics limited with rallis (‘Scheme’). the certified report.
copy of the order of nClt sanctioning the Scheme is
awaited. the Scheme will be made effective upon filing of the Governance and Compliance
certified copy of the order with the registrar of Companies, the Secretarial and legal functions of the Company ensure
Maharashtra. maintenance of good governance within the organisation. they
• rallis Chemistry exports limited, wholly owned subsidiary of assist the business in functioning smoothly by being compliant at
rallis, had made an application to the registrar of Companies all times and providing strategic business partnership in the areas
for removal of its name from the register of companies, for including legislative expertise, corporate restructuring, regulatory
which approval is awaited. changes and governance.

the Company’s policy on determining material subsidiaries, as the Company has in place an online compliance management
approved by the Board, is uploaded on the Company’s website at system for monitoring the compliances across its various plants
https://www.tatachemicals.com/MaterialSubspolicy.htm. and offices which gets reviewed at the audit Committee once in
a year.
a report on the financial position of each of the subsidiaries and
joint ventures as per the act is provided in Form aoC-1 attached Directors and Key Managerial Personnel
to the Financial Statements. Directors
Details of Significant and Material Orders Appointment

no significant and material orders were passed by the regulators pursuant to the recommendations of the nomination and
or the courts or tribunals impacting the going concern status and remuneration Committee (‘nrC’), the Board of directors appointed
Company’s operations in future. dr. C. V. natraj and Mr. K. B. S. anand as additional directors of the
Company with effect from august 8, 2019 and october 15, 2019
Internal Financial Controls respectively, in accordance with article 133 of the Company’s
articles of association and Section 161(1) of the act. they hold
Internal financial control systems of the Company are office upto the date of the forthcoming agM and a notice under
commensurate with its size and the nature of its operations. these
have been designed to provide reasonable assurance with regard Section 160(1) of the act has been received from a Member
to recording and providing reliable financial and operational signifying the intention to propose their appointment as directors.
Further, based on the recommendations of nrC, the Board also
information, complying with applicable accounting standards
and relevant statutes, safeguarding assets from unauthorised use, appointed dr. C. V. natraj and Mr. K. B. S. anand as Independent
executing transactions with proper authorisation and ensuring directors of the Company for a period of five consecutive years
compliance of corporate policies. the Company has a well- w.e.f. august 8, 2019 and october 15, 2019 respectively subject to
defined delegation of authority with specified limits for approval approval of the Members at the ensuing agM.
of expenditure, both capital and revenue. the Company uses the Board recommends the appointment of dr. C. V. natraj and
an established erp system to record day-to-day transactions for Mr. K. B. S. anand as Independent directors of the Company by
accounting and financial reporting.
way of an ordinary resolution.
the audit Committee deliberated with the members of the
management, considered the systems as laid down and met the Cessation
internal auditors and statutory auditors to ascertain, their views during the year under review, Mr. nasser Munjee and
on the internal financial control systems. the audit Committee dr. Y. S. p. thorat, Independent directors of the Company, who were
satisfied itself as to the adequacy and effectiveness of the internal appointed at the 75 annual general Meeting of the Company
th
financial control system as laid down and kept the Board of held on august 21, 2014 for a period of 5 years, completed their
directors informed. However, the Company recognises that no tenure as Independent directors of the Company on august
matter how the internal control framework is, it has inherent 20, 2019. the Board places on record its appreciation for their
limitations and accordingly, periodic audits and reviews ensure invaluable contribution and guidance during their tenure as
that such systems are updated on regular intervals. Independent directors.

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