Page 70 - Tata_Chemicals_yearly-reports-2020-2021

Integrated Annual Report 2020-21

in all matters relating to business. The Company’s overall of the Company with effect from November 24, 2020, at
governance framework, systems and processes reflect and Item Nos. 5 and 6 respectively, of the Notice convening
support its Mission, Vision and Values. the AGM.

The Company’s governance guidelines cover aspects mainly During the year under review, at the 81st AGM of the
relating to composition and role of the Board, Chairman and Company held on July 7, 2020, the Members of the
Directors, Board diversity and Committees of the Board. Company appointed Dr. C. V. Natraj and Mr. K. B. S. Anand
as Indpendent Directors of the Company with effect from
With a view to uphold human rights as an integral aspect August 8, 2019 and October 15, 2019 respectively.
of doing business, being committed to respect and protect
human rights and remediate adverse human rights impacts Re-appointment
resulting from or caused by the Company’s businesses,
the Board adopted ‘The Tata Business and Human Rights In accordance with the provisions of Section 152 of the
Policy’ during the year under review. Act and the Articles of Association of the Company,
Mr. Zarir Langrana, Executive Director of the Company,
The Company has in place an online compliance retires by rotation at the ensuing AGM and being eligible,
management system for monitoring the compliances across has offered himself for re-appointment.
its various plants and offices. A compliance certificate is also
placed before the Board of Directors every quarter. Cessation
During the year under review, Mr. Bhaskar Bhat
In compliance with the SEBI Listing Regulations, resigned as a Director of the Company with effect from
the Corporate Governance Report and the Auditor’s November 24, 2020. The Board places on record its deep
Certificates form part of this Integrated Annual Report. appreciation for the invaluable contribution and guidance
rendered by Mr. Bhat.
24. Directors and Key Managerial Personnel
Directors Independent Directors
Appointment In terms of Section 149 of the Act, Ms. Vibha Paul Rishi,
Pursuant to the recommendations of the Nomination and Ms. Padmini Khare Kaicker, Dr. C. V. Natraj, Mr. K. B. S. Anand
Remuneration Committee (‘NRC’), the Board of Directors and Mr. Rajiv Dube are the Independent Directors of the
made the following appointments during the year under Company. The Company has received declarations from
review in accordance with the Company’s Articles of all the Independent Directors confirming that they meet
Association and Section 161(1) of the Act, subject to the criteria of independence as prescribed under Section
approval of the Members at the forthcoming AGM: 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations and are independent of the management.
i. Appointed Mr. Rajiv Dube as an Additional Director in In terms of Regulation 25(8) of the SEBI Listing Regulations,
an independent capacity not liable to retire by rotation, they have confirmed that they are not aware of any
for a period of 5 years commencing from September circumstance or situation, which exist or may be reasonably
18, 2020 to September 17, 2025 anticipated, that could impair or impact their ability to
discharge their duties with an objective independent
ii. Appointed Mr. N. Chandrasekaran as an Additional judgement and without any external influence. The Board
Director (Non-Executive Non-Independent) and of Directors of the Company has taken on record the
Chairman of the Board of Directors of the Company declaration and confirmation submitted by the Independent
with effect from November 24, 2020
Directors after undertaking due assessment of the veracity of
They hold office up to the date of the forthcoming AGM and the same. They are not liable to retire by rotation in terms of
the Company has received requisite Notices from Members Section 149(13) of the Act.
in writing proposing their appointment as Directors of the The Board is of the opinion that the Independent Directors
Company.
of the Company possess requisite qualifications, experience
The Board recommends for the approval of the Members and expertise in the fields of science and technology,
by way of an Ordinary Resolution, the appointment of digitalisation, strategy, finance, governance, human
Mr. Dube as an Independent Director effective September resources, safety, sustainability, etc. and that they hold
18, 2020 and Mr. Chandrasekaran as a Director on the Board highest standards of integrity.

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