Page 86 - Tata_Chemicals_yearly-reports-2021-22

Integrated Annual Report 2021-22

III. Secretarial Auditors IV. Secretarial Standards
In terms of Section 204 of the Act and Rules made The Directors have devised proper systems and processes for
thereunder, Parikh & Associates, Practicing Company complying with the requirements of applicable Secretarial
Secretaries (Firm Registration No. P1988MH009800) have Standards issued by the Institute of Company Secretaries
been appointed as Secretarial Auditors of the Company of India and such systems were adequate and operating
to carry out the secretarial audit for FY 2022-23. The effectively.
report of the Secretarial Auditors for FY 2021-22 is enclosed
as Annexure 6 forming part of this Report. 30. Other disclosures:

There has been no qualification, reservation, adverse remark (a) No significant and material orders were passed by the
or disclaimer given by the Secretarial Auditors in their Report. regulators or the courts or tribunals impacting the going
concern status and the Company’s operations in future.
28. Reporting of Fraud (b) In 2020, Allied Silica Limited (ASL) has filed an application
During the year under review, the Statutory Auditors, Cost under Section 9 of the Insolvency and Bankruptcy Code,
Auditors and Secretarial Auditors have not reported any 2016 (‘IBC’) against the Company and the same is pending
instances of frauds committed in the Company by its officers before the National Company Law Tribunal, Mumbai Bench
or employees to the Audit Committee under Section 143(12) as at the end of the year. The Company has contested the
of the Act, details of which need to be mentioned in this proceedings among other things, on the grounds that no
Report. operational debt is due and payable, the alleged debt is not
an operational debt, the party is not an operational creditor
29. General Disclosures under the IBC and that there is pre-existence of disputes
between the parties.
I. Details of Board Meetings
(c) There has been no change in the nature of business of the
During the year under review, seven (7) Board Meetings Company as on the date of this Report.
were held, details of which are provided in the Corporate
Governance Report. (d) There were no material changes and commitments affecting
the financial position of the Company between the end of
II. Composition of Audit Committee the financial year and the date of this Report.
The Audit Committee comprised four (4) Members out of 31. Annual Return
which three (3) are Independent Directors and one (1) is a
Non-Executive Director. During the year under review, ten Pursuant to Section 92(3) read with Section
(10) Audit Committee Meetings were held, details of which 134(3)(a) of the Act, the Annual Return in Form MGT-7
are provided in the Corporate Governance Report. During as on March 31, 2022 is available on the Company’s
the year under review, there were no instances when website at https://www.tatachemicals.com/MGT72022.pdf.
the recommendations of the Audit Committee were not
accepted by the Board. 32. Acknowledgements
The Directors appreciate and value the unstinted support
III. Composition of CSR Committee and the contribution made by every employee of the
The CSR Committee comprised three (3) Members out of Company including all the workmen at the manufacturing
which one (1) is an Independent Director. During the year plants in these challenging times.
under review, four (4) Meetings of the CSR Committee The Directors acknowledge the support extended by the
were held, details of which are provided in the Corporate Company’s Unions and would also like to thank the financial
Governance Report. During the year under review, there institutions, banks, government authorities, customers,
were no instances when the recommendations of the CSR vendors and other stakeholders for their continued support
Committee were not accepted by the Board. and co-operation.
On behalf of the Board of Directors

N. Chandrasekaran
Chairman
DIN: 00121863
Mumbai, April 29, 2022

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