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

Company to ensure compliance with appropriate laws 9. Scientific Advisory Board
and legislation; The Board of Directors has constituted a Scientific Advisory
• Encourage, assist, support and counsel management in Board with the objective of synergising the Research &
developing short and long-term policies and standards Development (‘R&D’) initiatives at the Company’s Innovation
to ensure that the principles set out in the sustainability, Centre and R&D Centres (for crop care and seeds division) of
safety, health and environmental policies are being Rallis India Limited, subsidiary of the Company. The Scientific
adhered to and achieved; Advisory Board is instrumental in providing guidance and
direction to R&D Centres and report progress to the Board.
• Investigate or cause to be investigated any extraordinary
negative sustainability, environment, health and safety The Scientific Advisory Board consists of senior employees
performance or issues of asset integrity which can from the Company and Rallis India Limited with background
impact safety, health, environment and sustainability in R&D, Science and Technology and is chaired by
where appropriate. Dr. C. V. Natraj, Independent Director of the Company.

Meetings Held The terms of reference of the Scientific Advisory Board,
inter alia, are - alignment of the R&D Centres’ priorities
During FY 2020-21, four (4) Meetings were held on the
following dates: to the Business priorities; recommending the right skills
and competencies necessary for the teams; ensuring that
• July 20, 2020 • August 13, 2020 the right R&D metrics are derived from business targets;

• November 17, 2020 • February 11, 2021 maintaining a balance between short-term and long-term
projects; ensuring open innovation to support internal R&D
The necessary quorum was present for all the Meetings of activities; and give directions for ensuring the right balance
the Committee. between inputs and outputs for the centres. An update on

Composition and Attendance the Scientific Advisory Board is given to the Board of Directors
quarterly.
No. of
No. of
Name of the Category Meetings Meetings 10. Subsidiary Companies
Member held during attended
tenure Regulation 16 of the SEBI Listing Regulations defines a
Mr. S. Padmanabhan NED 4 4 ‘material subsidiary’ to mean a subsidiary, whose income or
(Chairman) # net worth exceeds 10% of the consolidated income or net
Ms. Vibha Paul Rishi @ ID 2 2 worth respectively, of the listed entity and its subsidiaries in
Dr. C. V. Natraj $ ID 2 2 the immediately preceding accounting year.
Mr. R. Mukundan MD & 4 4 In addition to the above, Regulation 24 of the SEBI Listing
CEO Regulations requires that at least one Independent Director
Mr. Zarir Langrana ED 4 3
on the Board of Directors of the listed entity shall be a
ID - Independent Director; NED - Non-Executive Director; MD & CEO - Director on the Board of Directors of an unlisted material
Managing Director & Chief Executive Officer; ED - Executive Director subsidiary, whether incorporated in India or not. For the
# Appointed as a Chairman of the Committee w.e.f. September 1, 2020
purpose of this provision, material subsidiary means a
@ Ceased to be a Member and Chairperson of the Committee w.e.f. subsidiary, whose income or net worth exceeds 20% of the
September 1, 2020 consolidated income or net worth respectively, of the listed
$ Appointed as a Member of the Committee w.e.f. September 1, 2020 entity and its subsidiaries in the immediately preceding
accounting year.
The Chairman of the SHES Committee briefs the Board at
each Board Meeting about the significant discussions at the Accordingly, Independent Directors have been appointed on
SHES Committee Meetings. the Board of unlisted material subsidiaries. For more effective
governance, the Independent Directors appointed in such
Chief - Safety and Chief - CSR & Sustainability were invitees to subsidiaries brief the Board of Directors of the Company
the Meetings of the SHES Committee. The General Counsel & at each Board Meeting on any significant issues of these
Company Secretary also attended the Meetings. unlisted material subsidiaries.

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