Page 354 - Tata_Chemicals_yearly-reports-2021-22

EXPLANATORY STATEMENT PURSUANT TO partnership firm having Firm Registration No. as 101248W
SECTION 102 OF THE COMPANIES ACT, 2013 which was converted into limited liability partnership on
October 14, 2013 thereby having a new Firm Registration
Pursuant to Section 102 of the Companies Act, 2013 (‘the Act’),
the following Explanatory Statement sets out all material facts No. 101248W/W-100022. B S R & Co. is a member entity of
relating to the business mentioned under Item Nos. 5 to 7 of the B S R & Affiliates, a network registered with ICAI. B S R & Co.
accompanying Notice dated May 5, 2022: audits various companies listed on Stock Exchanges in India.
As required under the SEBI Listing Regulations, B S R & Co.
Item No. 5 holds a valid certificate issued by the Peer Review Board of ICAI.
This Explanatory Statement is provided pursuant to Regulation B S R & Co. has consented to its re-appointment as Statutory
36(5) of the Securities and Exchange Board of India (Listing Auditors and has confirmed that their re-appointment, if made,
Obligations and Disclosure Requirements) Regulations, 2015, shall be in accordance with Sections 139, 141 and other applicable
(‘SEBI Listing Regulations’). However, the same is strictly not provisions of the Act and rules framed thereunder.
required as per Section 102 of the Act. Based on the recommendation of the Audit Committee, the
In accordance with Sections 139 and 142 of the Act read with Board commends the Ordinary Resolution set out at Item No. 5
the Companies (Audit and Auditors) Rules, 2014, as amended of the accompanying Notice for approval of the Members of
from time to time, the Members of the Company had, at the the Company.
th
78 Annual General Meeting (‘AGM’) held on August 9, 2017, None of the Directors or Key Managerial Personnel (‘KMP’) of
appointed B S R & Co. LLP, Chartered Accountants (Firm the Company and their respective relatives are concerned or
Registration No. 101248W/W-100022) (‘B S R & Co.’) as the interested, financially or otherwise, in the Resolution set out at
Statutory Auditors of the Company for a period of five (5) Item No. 5 of the accompanying Notice.
consecutive years from the conclusion of the 78 AGM till the
th
conclusion of 83 AGM of the Company. Item No. 6
rd
Pursuant to the provisions of Section 139 of the Act, no listed Pursuant to Section 94 and other applicable provisions, if any,
company can appoint/re-appoint an audit firm as a Statutory of the Act read with the Companies (Management and
Auditor for more than two terms of five (5) consecutive years Administration) Rules, 2014, as amended from time to time,
and accordingly, B S R & Co. is eligible to be re-appointed as the certain documents such as the Registers prescribed under
Statutory Auditors of the Company for another term of five (5) Section 88 of the Act and copies of Annual Returns as required
consecutive years. under Section 92 of the Act together with the copies of certain
other registers, certificates, documents, etc. are required
The Board of Directors of the Company, at its meeting held on to be kept and maintained at the Registered Office of the
April 29, 2022, on the recommendation of the Audit Committee Company. However, these documents can be kept at any
has, after considering and evaluating various proposals and other place in India in which more than one-tenth of the
factors such as independence, industry experience, technical total members entered in the Register of Members reside,
skills, geographical presence, audit team, quality of audit reports, if approved by a Special Resolution passed at a general meeting
etc. recommended the re-appointment of B S R & Co. as the of the Company.
Statutory Auditors of the Company, to the Members at the
ensuing AGM for a second term of five (5) consecutive years from Pursuant to the shifting of the registered office of TSR Consultants
the conclusion of this AGM till the conclusion of the 88 AGM of Private Limited (formerly known as ‘TSR Darashaw Consultants
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the Company to be held in the year 2027, to examine and audit Private Limited’) (‘TSR’), the Registrar and Transfer Agent of the
the accounts of the Company, at a remuneration of ₹ 190 lakhs Company from 6-10 Haji Moosa Patrawala Industrial Estate, 20
per annum for the financial year ending March 31, 2023, plus Dr. E Moses Road, Mahalaxmi, Mumbai 400 011 to C-101,
st
out-of-pocket expenses and applicable taxes. 1 Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai
400 083, approval of the Members is sought by way of a Special
The remuneration for the remaining term till the conclusion of Resolution for keeping and maintaining the Registers as mentioned
the 88 AGM of the Company shall be determined based on the above together with the copies of certificates and documents
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recommendation of the Audit Committee and as mutually agreed required to be annexed thereto or any other documents as may be
between the Board of Directors of the Company and the Statutory required, at the Registered Office of the Company and/or at the
Auditors from time to time. office of TSR mentioned in the Resolution.
B S R & Co. is a firm of Chartered Accountants registered with The Board commends the Special Resolution set out at
the Institute of Chartered Accountants of India (‘ICAI’) based Item No. 6 of the accompanying Notice for approval of the
in Mumbai. B S R & Co. was constituted on March 27, 1990 as a Members of the Company.

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