Page 83 - Tata_Chemicals_yearly-reports-2021-22

01 INTEGRATED 73 STATUTORY 178 FINANCIAL
STATEMENTS
REPORT
REPORTS
Board’s Report

give a true and fair view of the state of affairs of the The Company has in place an online compliance
Company at the end of the financial year and of the management system for monitoring the compliances across
profit of the Company for that period; its various plants and offices. A compliance certificate is
c) they have taken proper and sufficient care for the also placed before the Board of Directors every quarter.
maintenance of adequate accounting records In compliance with the SEBI Listing Regulations, the
in accordance with the provisions of the Act for Corporate Governance Report and the Secretarial Auditor’s
safeguarding the assets of the Company and for Certificate form part of this Integrated Annual Report.
preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going 23. Directors and Key Managerial Personnel
concern basis; Directors
e) they have laid down internal financial controls to Appointment
be followed by the Company and that such internal At the 82 AGM of the Company held on July 2, 2021,
nd
financial controls are adequate and are operating the Members of the Company appointed Mr. Rajiv Dube
effectively; and as an Independent Director for a term of five (5) consecutive
f) they have devised proper systems to ensure compliance years and Mr. N. Chandrasekaran as a Non-Executive,
with the provisions of all applicable laws and that such Non-Independent Director of the Company.
systems are adequate and operating effectively.
Re-appointment
22. Corporate Governance and Compliance In accordance with the provisions of Section 152 of the
Act and the Articles of Association of the Company,
The Company strives to evolve and follow the best
governance practices, not just to boost long-term Mr. S. Padmanabhan, Non-Executive, Non-Independent
shareholder value, but also to respect minority rights. Director of the Company, retires by rotation at the
ensuing AGM and being eligible, has offered himself for
The Company considers the same as its inherent re-appointment.
responsibility to disclose timely and accurate information
to its stakeholders regarding its operations and Independent Directors
performance, as well as the leadership and governance In terms of Section 149 of the Act, Ms. Vibha Paul Rishi,
of the Company. The Company is committed to the Ms. Padmini Khare Kaicker, Dr. C. V. Natraj, Mr. K. B. S. Anand
Tata Code of Conduct which articulates values and and Mr. Rajiv Dube are the Independent Directors of the
ideals that guide and govern the conduct of the Company. The Company has received declarations from
Tata companies as well as its employees in all matters all the Independent Directors confirming that they meet
relating to business. The Company’s overall governance the criteria of independence as prescribed under Section
framework, systems and processes reflect and support 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing
its Mission, Vision and Values.
Regulations and are independent of the Management.
At Tata Chemicals, human rights is also an integral aspect In terms of Regulation 25(8) of the SEBI Listing Regulations,
of doing business and the Company is committed to they have confirmed that they are not aware of any
respect and protect human rights to remediate adverse circumstance or situation which exist or may be reasonably
human rights impacts that may be resulting from or anticipated, that could impair or impact their ability to
caused by the Company’s businesses. In furtherance to this, discharge their duties with an objective independent
the Company has adopted the ‘Tata Business and Human judgement and without any external influence. The Board
Rights Policy’ which aligns with the principles contained in of Directors of the Company has taken on record the
the Universal Declaration of Human Rights, International declaration and confirmation submitted by the Independent
Labour Organsations (ILO), Declaration on Fundamental Directors after undertaking due assessment of the veracity
Principles and Rights at Work and the United Nations Guiding of the same.
Principles on Business and Human Rights and is consistent The Board is of the opinion that all Directors including the
with the Tata Code of Conduct.
Independent Directors of the Company possess requisite
The Company’s governance guidelines cover aspects mainly qualifications, integrity, expertise and experience in the
relating to composition and role of the Board, Chairman and fields of science and technology, digitalisation, strategy,
Directors, Board diversity, retirement age for the Directors finance, governance, human resources, safety, sustainability,
and Committees of the Board. etc.

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