Page 134 - Tata_Chemicals_yearly-reports-2021-22

Integrated Annual Report 2021-22

Meetings Held and competencies necessary for the teams; ensuring that
During FY 2021-22, four (4) Meetings were held on the the right R&D metrics are derived from business targets;
following dates: maintaining a balance between short-term and long-term
projects; ensuring open innovation to support internal R&D
• April 12, 2021 • May 25, 2021
activities; and give directions for ensuring the right balance
• January 18, 2022 • March 22, 2022 between inputs and outputs for the centres. An update on
The necessary quorum was present for all the Meetings of the working of the Scientific Advisory Board is given to the
the Committee. Board of Directors on a quarterly basis.
Composition and Attendance 10. Subsidiary Companies
No. of
No. of
Name of the Category Meetings Meetings Regulation 16 of the SEBI Listing Regulations defines a
Member held during attended ‘material subsidiary’ to mean a subsidiary, whose income or
tenure net worth exceeds 10% of the consolidated income or net
Mr. Rajiv Dube ID 2 2 worth respectively, of the listed entity and its subsidiaries in
(Chairman) # the immediately preceding accounting year.
Mr. S. Padmanabhan* NED 4 4 In addition to the above, Regulation 24 of the SEBI Listing
Dr. C. V. Natraj ID 4 4 Regulations requires that at least one Independent Director
Mr. R. Mukundan MD & CEO 4 4 on the Board of Directors of the listed entity shall be a Director
Mr. Zarir Langrana ED 4 4
on the Board of Directors of an unlisted material subsidiary,
ID - Independent Director; NED - Non-Executive Director; MD & CEO - whether incorporated in India or not. For the purpose of this
Managing Director & Chief Executive Officer; ED - Executive Director
provision, material subsidiary means a subsidiary, whose
# Appointed as Member and Chairman of the Committee w.e.f. income or net worth exceeds 20% of the consolidated
October 27, 2021 income or net worth respectively, of the listed entity and its
*Ceased to be the Chairman of the Committee w.e.f. October 27, 2021 subsidiaries in the immediately preceding accounting year.
The Chairman of the SHES Committee briefs the Board at Accordingly, Independent Directors of the Company
its Meetings about the significant discussions at each of the have been appointed on the Board of unlisted material
SHES Committee Meetings. subsidiaries. For effective governance, the Independent
Head of CSR and Head of Sustainability also attended the Directors appointed in such subsidiaries brief the Board of
Meetings of the SHES Committee. The General Counsel & Directors of the Company at each Board Meeting on any
Company Secretary also attended the Meetings. significant issues of these unlisted material subsidiaries.

9. Scientific Advisory Board The subsidiaries of the Company function independently
with adequately empowered Board of Directors and
The Board of Directors has constituted a Scientific Advisory adequate resources. The minutes of the Board Meetings of
Board with the objective of synergising the Research & subsidiaries are placed before the Board of the Company
Development (‘R&D’) initiatives at the Company’s Innovation for its review on a quarterly basis and a statement of all
Centre and R&D Centres (for crop care and seeds division) of significant transactions and arrangements entered into by
Rallis India Limited, subsidiary of the Company. The Scientific the unlisted subsidiary companies are also placed before
Advisory Board is instrumental in providing guidance and
direction to R&D Centres and report progress to the Board. the Board. Pursuant to the explanation under Regulation
16(1)(c) of the SEBI Listing Regulations, the Company
The Scientific Advisory Board consists of senior employees has revised its Policy for determining material subsidiaries
of the Company and Rallis India Limited with background which is disclosed on the Company’s website at
in R&D, Science and Technology and is chaired by Dr. C. V. https://www.tatachemicals.com/policy-on-determining-
Natraj, Independent Director of the Company. material-subsidiaries.pdf. The other requirements of
The terms of reference of the Scientific Advisory Board, Regulation 24 of the SEBI Listing Regulations with regard
inter alia, are alignment of the R&D Centres’ priorities to Corporate Governance requirements for subsidiary
to the business priorities; recommending the right skills companies have also been complied with.

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