Page 72 - Tata_Chemicals_yearly-reports-2020-2021

Integrated Annual Report 2020-21

by SEBI on Board Evaluation which included aspects such as The statement containing particulars of employees as
structure and composition of Committees, effectiveness of required under Section 197(12) of the Act read with Rule
Committee Meetings, etc. 5(2) and 5(3) of the Rules forms part of this Report. Further,
the Report and the Accounts are being sent to the Members
The Chairman of the Board had one-on-one meetings excluding the aforesaid statement. In terms of Section 136
with each Independent Director and the Chairman of the of the Act, the said statement will be open for inspection
NRC had one-on-one meetings with each Executive and upon request by the Members. Any Member interested
Non-Executive, Non-Independent Directors. in obtaining such particulars may write to the Company
Secretary at investors@tatachemicals.com.
In a separate meeting, the Independent Directors evaluated
the performance of Non-Independent Directors and 28. Auditors
performance of the Board as a whole including the Chairman
of the Board taking into account the views of Executive I. Statutory Auditors
Directors and Non-Executive Directors. The NRC reviewed At the AGM held on August 9, 2017, B S R & Co. LLP, Chartered
the performance of the Board, its Committees and of the Accountants (Firm Registration No. 101248W/W-100022)
Individual Directors. The same was discussed in the Board were appointed as Statutory Auditors of the Company for a
Meeting that followed the meeting of the Independent period of five (5) consecutive years.
Directors and the NRC, at which the feedback received Further, the report of the Statutory Auditors along with notes
from the Directors on the performance of the Board and its to Schedules is a part of this Integrated Annual Report. There
Committees was also discussed.
has been no qualification, reservation, adverse remark or
The Company follows a practice of addressing each of the disclaimer given by the Auditors in their Report.
observations and suggestions by drawing up an action plan II. Cost Auditors
and monitoring its implementation through the Action As per Section 148 of the Act read with the Companies (Cost
Taken Report which is reviewed by the Board of Directors Records and Audit) Rules, 2014, the Company is required
from time to time.
to prepare, maintain as well as have the audit of its cost
records conducted by a Cost Accountant and accordingly, it
25. Remuneration Policy
has made and maintained such cost accounts and records.
The Company has in place a Remuneration Policy for The Board on the recommendation of the Audit Committee
the Directors, KMP and other employees pursuant to the has appointed D. C. Dave & Co., Cost Accountants (Firm
provisions of the Act and the SEBI Listing Regulations which Registration No. 000611) as the Cost Auditors of the Company
is set out in Annexure 4 forming part of this Report. for FY 2021-22 under Section 148 and all other applicable
provisions of the Act.
26. Conservation of Energy, Technology D. C. Dave & Co. have confirmed that they are free from
Absorption, Foreign Exchange Earnings and disqualification specified under Section 141(3) and proviso to
Outgo
Section 148(3) read with Section 141(4) of the Act and that the
The particulars relating to conservation of energy, technology appointment meets the requirements of Section 141(3)(g)
absorption, foreign exchange earnings and outgo, as required of the Act. They have further confirmed their independent
to be disclosed pursuant to the provisions of Section 134 of status and an arm’s length relationship with the Company.
the Act read with the Companies (Accounts) Rules, 2014, are
provided in Annexure 5 forming part of this Report. The remuneration payable to the Cost Auditors is required to
be placed before the Members in a General Meeting for their
27. Particulars of Employees ratification. Accordingly, a resolution for seeking Members’
ratification for the remuneration payable to D. C. Dave & Co.
Disclosures pertaining to remuneration and other details is included at Item No. 7 of the Notice convening the AGM.
as required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and III. Secretarial Auditor
Remuneration of Managerial Personnel) Rules, 2014 (‘Rules’) In terms of Section 204 of the Act and Rules made thereunder,
are enclosed as Annexure 6 forming part of this Report. Parikh & Associates, Practicing Company Secretaries

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