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EXPLANATORY STATEMENT PURSUANT TO of Independent Directors would be made available for inspection
SECTION 102 OF THE COMPANIES ACT, 2013 to the Members by sending a request along with their DP/Client
Pursuant to Section 102 of the Companies Act, 2013 (‘the Act’), ID or Folio No. from their registered email address to the
the following Explanatory Statement sets out all material facts Company at investors@tatachemicals.com.
relating to the business mentioned under Item Nos. 5 to 7 of the Mr. Dube is an Indian industry veteran with nearly 36 years of
accompanying Notice dated May 3, 2021: multi-sector experience, having served at the highest echelons of
two Indian conglomerates - Tata and Aditya Birla. An engineer and
Item No. 5 a post graduate in business management, he began his career on
The Board of Directors of the Company, based on the the shop floor of Tata Motors and rose to be President of its car
recommendations of the Nomination and Remuneration business before joining the Group Board of the Aditya Birla
Committee (‘NRC’), appointed Mr. Rajiv Dube (DIN: 00021796) conglomerate as an Executive Director, on which he remained for
as an Additional Director of the Company with effect from nearly 9 years. He has served on several other Indian and foreign
September 18, 2020. In terms of Section 161(1) of the Act, Mr. Dube Boards in various capacities over 22 years and brings deep insights
holds office upto the date of this Annual General Meeting (‘AGM’) in corporate governance, management and transformation
and is eligible for appointment as a Director. The Company has of businesses as varied as auto, metals, mining, power and
received a Notice from a Member in writing under Section 160(1) renewables, cement, trading, textiles, retail and financial services.
of the Act proposing his candidature for the office of Director. An avid sustainability champion, he was an alternate Council
Member of the World Business Council for Sustainable
Based on the recommendations of the NRC and subject to the Development (WBCSD) Geneva and has been active on several
approval of the Members, Mr. Dube was also appointed as an industry bodies. Currently, Mr. Dube is an independent director
Independent Director of the Company, not liable to retire by on Boards of other companies, Advisory Board Member &
rotation, for a period of 5 (five) consecutive years commencing Professor of Practice at the Deakin Business School, Melbourne
from September 18, 2020 to September 17, 2025, in accordance and a Senior Advisor to firms in India and Australia. He is also
with the provisions of Section 149 read with Schedule IV to the Act. the Honorary Consul of Morocco in Mumbai for the states of
Maharashtra, Gujarat and Goa in India.
Mr. Dube has consented to act as Director of the Company,
subject to appointment by the Members and has given In compliance with the provisions of Section 149 read
his declaration to the Board that he meets the criteria for with Schedule IV to the Act, Regulation 17 of the SEBI Listing
independence as provided under Section 149(6) of the Regulations and other applicable regulations, the appointment
Act and Regulation 16(1)(b) of the SEBI Listing Regulations. of Mr. Dube as an Independent Director for 5 (five) consecutive
In terms of Regulation 25(8) of the SEBI Listing Regulations, years commencing from September 18, 2020 is now placed for
Mr. Dube has confirmed that he is not aware of any circumstance the approval of the Members by an Ordinary Resolution.
or situation which exists or may be reasonably anticipated
that could impair or impact his ability to discharge his duties. Based on the qualifications, experience and knowledge,
He has also confirmed that he is not debarred from holding the Board considers that Mr. Dube's association would be of
the office of a Director by virtue of any SEBI Order or any such immense benefit to the Company and accordingly, the Board
Authority. Further, Mr. Dube is not disqualified from being commends the Ordinary Resolution set out in Item No. 5 of the
appointed as a Director in terms of Section 164 of the Act. accompanying Notice for approval of the Members.
Mr. Dube has confirmed that he is in compliance with Rules 6(1)
and 6(2) of the Companies (Appointment and Qualification of Except Mr. Dube and his relatives, none of the Directors or Key
Directors) Rules, 2014, with respect to his registration with the Managerial Personnel (KMP) of the Company and their respective
data bank of Independent Directors maintained by the Indian relatives are concerned or interested, financially or otherwise, in
Institute of Corporate Affairs (‘IICA’). Further, Mr. Dube is exempt the resolution set out at Item No. 5 of the accompanying Notice.
from the requirement to undertake the online proficiency Item No. 6
self-assessment test conducted by IICA.
The Board of Directors of the Company, based on the
In the opinion of the Board, Mr. Dube fulfils the conditions recommendations of the NRC, appointed Mr. N. Chandrasekaran
specified under the Act read with Rules thereunder and the (DIN: 00121863) as an Additional Director and Chairman of the
SEBI Listing Regulations for his appointment as an Independent Board with effect from November 24, 2020. In terms of Section
Non-Executive Director of the Company and is independent of 161(1) of the Act, Mr. Chandrasekaran holds office upto the
the management. The terms and conditions of the appointment date of this Annual General Meeting (‘AGM’) and is eligible for

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