Page 126 - Tata Chemical Annual Report_2022-2023

Integrated Annual Report 2022-23 01-83 84-192 193-365
Integrated Report Statutory Reports Financial Statements
Board's Report

7. Dividend Distribution Policy granted is placed before the Audit Committee on a quarterly briefs the Board at its Meetings about the significant social, economic and environmental development and
basis for its review. The related party transactions entered discussions at each of the RMC Meetings. This robust building social capital.
In accordance with Regulation 43A of the SEBI Listing
Regulations, the Board of Directors of the Company has into pursuant to the omnibus approval so granted are also governance structure has also helped in the integration of Building economic capital: The Company focusses on
adopted a Dividend Distribution Policy which endeavours reviewed as part of the internal audit by an independent the ERM with the Company’s Strategic Planning Process poverty alleviation and creating livelihoods, linked to farm
for fairness, consistency and sustainability while distributing external firm on a half-yearly basis. where emerging risks are used as inputs in such process. and non-farm based activities.
profits to the shareholders. The same is available on the During the year under review, the Company did not enter Identified risks are used as one of the key inputs in the
Company’s website at https://www.tatachemicals.com/ into any contracts or arrangements with related parties and strategy and business plans. Ensuring environmental integrity: The Company’s
DividendDistPolicy.htm. no material related party transactions were entered into A systematic review of risks identified is subject to a main focus is on management of natural resources and
pursuant to Section 188(1) of the Act read with the relevant conservation of environment. The key programmes
8. Transfer to Reserves rule. Accordingly, the disclosure of related party transactions series of focussed meetings of the empowered Risk include land and water management activities, waste
The Board of Directors has decided to retain the entire as required under Section 134(3)(h) of the Act read with Rule Management Group (Senior Leadership Team), respective management, preservation of biodiversity and mitigation
Business-level / Subsidiary-level Committees and the RMC.
amount of profits for FY 2022-23 in the retained earnings. 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 The RMC meets periodically to review all the key risks and of climate change impacts.
is not applicable to the Company for FY 2022-23 and hence
9. Deposits from Public does not form part of this Integrated Annual Report. assess the status of mitigation measures. Enablers for social, economic and environmental
development: The Company’s programmes focus on
The Company has not accepted any deposits from Considering the volatility, uncertainties and unprecedented health and nutrition, education and drinking water.
public and as such no amount on account of principal or In terms of Regulation 23 of the SEBI Listing Regulations, challenges involved in the businesses, the risk management
interest on deposits from public was outstanding as on the Company submits details of related party transactions function has gained more importance over the last few The Company conducts regular health and nutrition camps
March 31, 2023. on a consolidated basis as per the specified format to the years and it is imperative to manage and address such and also provides health care services. The education
stock exchanges on a half-yearly basis.
challenges effectively. With a view to have a focussed programme focusses on students starting from primary
10. Business Responsibility & Sustainability The details of the transactions with related parties are approach in doing so, the Company has appointed a Chief to the post-graduation level. Educational support is
Report provided in the accompanying Financial Statements. Risk Officer to oversee the Risk Management function of provided for enrolment of children and improving quality
The Company endeavours to cater to the needs of the the Company. of education. The Company helps to provide clean water
communities it operates in thereby creating maximum 12. Risk Management through roof rainwater harvesting structures, repair of
value for the society along with conducting its business Risk Management at Tata Chemicals forms an integral part Based on benchmarking and inputs from global standards hand pumps, installation and maintenance of drinking
in a way that creates a positive impact and enhances of Management focus. on ERM, the Risk Management process has been deployed water pipelines, supporting households with water purifier
stakeholder value. As per Regulation 34(2)(f) of the across geographies and businesses. systems through Swach Tarang Project.
SEBI Listing Regulations, the Business Responsibility & The Risk Management Policy of the Company, which Building social capital: Building the social capital for
Sustainability Report depicting initiatives taken by the is approved by the Risk Management Committee of the Some of the risks identified are set out in the Management long- term sustainability is a key cross-cutting theme in all
Company from an environmental, social and governance Board (‘RMC’) and the Board of Directors, provides the Discussion & Analysis which forms part of this Integrated these programmes.
perspective which has been assured by Ernst & Young LLP, framework of Enterprise Risk Management (‘ERM’) by Annual Report.
forms part of this Integrated Annual Report. describing mechanisms for the proactive identification Women empowerment, reducing inequality of marginalised
and prioritisation of risks based on the scanning of 13. Corporate Social Responsibility communities (through Affirmative Action), partnerships for
11. Related Party Transactions the external environment and continuous monitoring The Corporate Social Responsibility (‘CSR’) activities achieving goals and setting up sustainable social enterprise
In line with the requirements of the Companies Act, 2013 of internal risk factors. The ERM framework identifies, of the Company are governed through the Corporate models (Okhai and Ncourage Social Enterprise Foundation)
(‘the Act’) and SEBI Listing Regulations, as amended from evaluates, manages and reports risks arising from the Social Responsibility Policy (‘CSR Policy’) approved are key initiatives for achieving the same.
time to time, the Company has formulated a Policy on Company’s operations and exogenous factors. by the Board. The CSR Policy guides in designing CSR
Related Party Transactions (‘RPT Policy’) for identifying, The Company has deployed bottom-up and top-down activities for improving quality of life of society and The Company also endeavours to respond to disasters that
reviewing, approving and monitoring of Related Party approaches to drive enterprise-wide risk management. conserving the environment and biodiversity in a affect any part of India and in the neighbourhood of all its
manufacturing plants.
Transactions and the same is available on the Company’s The bottom-up process includes identification and sustainable manner. The CSR Committee of the Board
website at https://www.tatachemicals.com/RPTPolicy.htm. regular assessment of risks by the respective business oversees the implementation of CSR Projects in line with The CSR Policy is available on the website of the Company
units and implementation of mitigation strategies. This is the Company’s CSR Policy. at https://www.tatachemicals.com/CSRPolicy2021.htm.
All related party transactions entered into during FY 2022-23 complemented by a top-down approach where the Risk
were on arm’s length basis and in the ordinary course of Management Group (Senior Leadership Team) as well as The Company has adopted a participatory approach The Annual Report on CSR activities for FY 2022-23 is
business and were reviewed and approved by the Audit the RMC identifies and assesses long-term, strategic and in designing need-based CSR programmes which enclosed as Annexure 1 to this Report.
Committee. With a view to ensure continuity of day-to-day macro risks for the Company. are implemented through Tata Chemicals Society
operations, an omnibus approval is obtained for related for Rural Development (‘TCSRD’) in partnership 14. Whistleblower Policy and Vigil Mechanism
party transactions which are of repetitive nature and The RMC oversees the risk management process in the with the Tata Trusts and with various government The Company has devised an effective whistleblower
entered in the ordinary course of business and on an arm’s Company. The RMC is chaired by an Independent Director and non-government institutions. The Company’s CSR mechanism enabling stakeholders, including individual
length basis. A statement giving details of all related party and the Chairperson of the Audit Committee is also a programme framework focusses on building economic employees and their representative bodies, to
transactions entered pursuant to the omnibus approval so Member of the RMC. Further, the Chairman of the RMC capital, ensuring environmental integrity, enablers for communicate their concerns about illegal or unethical

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