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Integrated Report   Statutory Reports  Financial Statements
              1-59                Corporate Governance Report  147-300


            Corporate Governance Report





                 In a free enterprise, the community is not just another stakeholder in business, but is in fact the very

                 purpose of its existence
                                                                                            - Jamsetji Tata




            1.   Company’s Philosophy on Corporate             2.  Board of Directors
                Governance                                         Composition of the Board
                The Company has a strong legacy of fair, transparent      The Company has an active, experienced, diverse and a
                and  ethical governance practices and  it believes that   well-informed Board. The Board along with its Committees
                good  Corporate  Governance  is  essential  for  achieving   undertakes its fiduciary duties keeping in mind the interests
                long-term corporate goals  and enhancing  stakeholders’   of all its stakeholders and the Company’s Corporate
                value.  The Company is committed to the  Tata Code of   Governance philosophy.  The Company has an optimum
                Conduct (‘TCoC’) which articulates values and ideals that   combination of Executive and Non-Executive Directors
                guide and govern the conduct of the  Tata companies as   which is in conformity with Regulation 17 of the SEBI Listing
                well as its employees in all matters relating to business.   Regulations  read  with  Sections  149  and  152  of  the  Act.
                The Company’s overall governance framework, systems and   The Board periodically evaluates the need for change in its
                processes reflect and support its Mission, Vision and Values.
                                                                   composition and size.
                The Company’s philosophy on Corporate Governance
                oversees business strategies and ensures fiscal accountability,      In  terms  of Regulation  17  of  the SEBI  Listing  Regulations,
                ethical corporate behaviour and fairness to all stakeholders   at least 50% of the Board should comprise Non-Executive
                comprising regulators, employees, customers, vendors,   Independent Directors with at least one  Woman Director.
                investors and the society at large.                Out of total 9 Directors as on March 31, 2021, the
                                                                   Non-Executive Independent Directors constitute 55.56%
                The Company has adopted a Code of Conduct for      of the Board. The Company has 2 Women Directors on the
                its employees, Executive Directors as well as for its   Board as on the said date who are holding their office as
                Non-Executive Directors including Independent Directors   Non-Executive Independent Directors.
                which  suitably  incorporates  the  duties  of  Independent
                Directors as laid down in the Companies Act, 2013      Detailed profile of the Directors is available on the Company’s
                (‘the Act’).  The Company’s governance guidelines cover   website  at  https://www.tatachemicals.com/DirectorsProfile.
                aspects mainly relating to composition and role of the Board,   htm.
                Chairman and Directors, Board diversity and Committees of
                the Board.                                         The Board met nine (9) times during FY 2020-21 on the
                                                                   following dates:
                The Company’s Corporate Governance philosophy has been
                further strengthened through the Tata Business Excellence      •  April 30, 2020   •  May 15, 2020
                Model, the Tata Code of Conduct for Prevention of Insider
                Trading and the Code of Corporate Disclosure Practices and      •  July 31, 2020   •  September 18, 2020
                adoption of Anti-Bribery & Anti-Corruption and Anti-Money      •  October 1, 2020   •  October 29, 2020
                Laundering Policies.
                                                                   •  January 28, 2021     •  February 26, 2021
                The Company has adhered to the requirements stipulated
                under Regulations 17 to 27 read with Para C and D of      •  March 23, 2021
                Schedule  V and clauses (b) to (i) of sub-regulation (2)
                of Regulation 46 of the SEBI (Listing Obligations and      The gap between two Meetings did not exceed 120 days
                Disclosure Requirements) Regulations, 2015 (‘SEBI Listing   and  the  Meetings  were  conducted  in  compliance  with  all
                Regulations’) as applicable with regard to Corporate   applicable laws. The necessary quorum was present for all
                Governance.                                        the Board Meetings.


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