Page 129 - 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

practices freely. The Company has also established a vigil coupon of 9.2% p.a. The proceeds on maturity of existing 18. Subsidiary Companies, Joint Ventures and as laid down and kept the Board of Directors informed.
mechanism for stakeholders to report concerns about any Non-Convertible Debentures of ` 150 crore held in Tata Associate However, the Company recognises that no matter how the
unethical behaviour, actual or suspected fraud or violation International Limited were timely received. As on March 31, 2023, the Company had 27 (direct and internal control framework is, it has inherent limitations and
of the Company’s code of conduct. Protected disclosures indirect) subsidiaries (2 in India and 25 overseas), 3 Joint accordingly, periodic audits and reviews ensure that such
can be made by a whistleblower through several channels. Pursuant to the merger of Bio Energy Ventures-1 (Mauritius) Ventures (‘JV’) and 1 Associate. There has been no material systems are updated on regular intervals.
The Whistleblower Policy of the Company provides for Pvt. Ltd., erstwhile subsidiary (‘Bio Energy’) into the change in the nature of the business of the subsidiaries.
adequate safeguards against victimisation of employees Company, a loan to Homefield Pvt UK Ltd of US$ 92.52 Details of internal control system are given in the
who avail of the mechanism. No personnel of the Company million (` 701 crore) and an investment in Preference shares During the year under review, Cheshire Compressor Limited, Management Discussion & Analysis which forms part of
has been denied access to the Chairperson of the Audit of Homefield Pvt UK Ltd of US$ 17.85 million (` 116 crore), wholly-owned step-down subsidiary was dissolved and this Integrated Annual Report.
Committee. The Policy also facilitates all employees of the got transferred to the Company as directly held assets. accordingly ceased to be a subsidiary of the Company with
Company to report any instance of leak of unpublished Both these assets were earlier impaired in the books of effect from March 14, 2023. 20. Directors’ Responsibility Statement
price sensitive information. Bio Energy and hence reflected without any value in the Based on the framework of internal financial controls
Company’s books upon merger. Subsequently, in line Subsequent to the year end, Tata Chemicals (Soda Ash) and compliance systems established and maintained by
A dedicated third-party Ethics Helpline has been setup Partners [a general partnership formed under the laws of the Company, work performed by the internal, statutory,
which is managed by an independent professional with the procedural requirements under the Cross Border the State of Delaware (USA)] was converted into a Limited cost and secretarial auditors and external consultant(s),
organisation for confidentially raising any ethical concerns Merger guidelines, the loan and the Preference shares were Liability Corporation (LLC) and renamed Tata Chemicals including audit of internal financial controls over financial
or practices that violate the Tata Code of Conduct. The transferred during the year to Tata Chemicals International Soda Ash Partners LLC with effect from April 3, 2023. reporting by the statutory auditors and the reviews
Ethics helpline services include toll-free number, web Pte. Ltd., Singapore. Further, TCSAP LLC, another subsidiary, was merged with performed by the Management and the relevant Board
access, postal services and e-mail facilities. the above subsidiary with effect from April 3, 2023. Committees, including the Audit Committee, the Board is of
There were no investments in equity shares during the year
The Policy is available on the website of the Company at: under review. Pursuant to SEBI Listing Regulations, the Company’s Policy the opinion that the Company’s internal financial controls
https://www.tatachemicals.com/WhistleblowerPolicy.htm. on determining material subsidiaries is uploaded on the were adequate and effective during FY 2022-23.
The Company has not extended any Corporate Guarantee Company’s website at https://www.tatachemicals.com/ Accordingly, pursuant to Sections 134(3)(c) and 134(5) of
15. Prevention of Sexual Harassment during the year under review. policy-on-determining-material-subsidiaries.pdf. the Act, the Directors, to the best of their knowledge and
Pursuant to the Sexual Harassment of Women at Workplace ability, confirm that for the year ended March 31, 2023:
(Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act’) Details of loans, guarantees and investments covered under A report on the financial position of each of the subsidiaries,
and Rules made thereunder, the Company has formed an the provisions of Section 186 of the Act are given in the joint ventures and associate as per Section 129(3) of a) in the preparation of the annual accounts, the
Internal Committee (‘IC’) for its workplaces to address notes to the Financial Statements. the Act is provided in Form AOC-1 enclosed to the applicable accounting standards have been followed
complaints pertaining to sexual harassment in accordance Financial Statements. and that there are no material departures;
with the POSH Act. The Company has a detailed policy 17. Consolidated Financial Statements b) they have selected such accounting policies and
for prevention of sexual harassment at workplace which The Consolidated Financial Statements of the Company and 19. Internal Financial Controls applied them consistently and made judgements and
ensures a free and fair enquiry process with clear timelines its subsidiaries for FY 2022-23 are prepared in compliance Internal financial control systems of the Company estimates that are reasonable and prudent so as to
for resolution. are commensurate with its size and the nature of its
with the applicable provisions of the Act and as stipulated give a true and fair view of the state of affairs of the
The Policy is uploaded on the website of the Company at under Regulation 33 of the SEBI Listing Regulations as well operations. These have been designed to provide Company at the end of the financial year and of the
http://www.tatachemicals.com/POSHPolicy.htm. as in accordance with the Indian Accounting Standards reasonable assurance with regard to recording and profit of the Company for that period;
notified under the Companies (Indian Accounting providing reliable financial and operational information,
No complaints were pending at the beginning of the complying with applicable accounting standards and c) they have taken proper and sufficient care for the
financial year. During the year under review, one concern Standards) Rules, 2015. The Audited Consolidated Financial relevant statutes, safeguarding assets from unauthorised maintenance of adequate accounting records
was reported which was investigated and appropriate Statements together with the Auditor’s Report thereon use, executing transactions with proper authorisation and in accordance with the provisions of the Act
action was taken. No complaint was pending as at the end form part of this Integrated Annual Report. ensuring compliance of corporate policies. The Company for safeguarding the assets of the Company
of the financial year. has a well-defined delegation of authority with specified and for preventing and detecting fraud and
Pursuant to the provisions of Section 136 of the Act,
To build awareness in this area, the Company has been the Financial Statements of the Company, Consolidated limits for approval of expenditure, both capital and other irregularities;
conducting awareness sessions during induction of new Financial Statements along with relevant documents and revenue. The Company uses an established Enterprise d) they have prepared the annual accounts on a going
employees and also periodically for permanent employees, separate annual accounts in respect of subsidiaries are Resource Planning (ERP) system to record day-to-day concern basis;
third-party employees and contract workmen through available on the website of the Company. transactions for accounting and financial reporting.
online modules and webinars. e) they have laid down internal financial controls to
The annual accounts of the subsidiaries and related The Audit Committee deliberated with the members of the be followed by the Company and that such internal
16. Particulars of Loans, Guarantees and detailed information will be made available to investors Management, considered the systems as laid down and met financial controls are adequate and are operating
Investments seeking information till the date of the AGM. They are also the internal audit team and statutory auditors to ascertain effectively; and
During the year under review, the Company has given a available on the website of the Company at https://www. their views on the internal financial control systems. The
loan of ` 150 crore to Tata International Limited, carrying a tatachemicals.com/investors/agm-documents. Audit Committee satisfied itself as to the adequacy and f) they have devised proper systems to ensure
effectiveness of the internal financial control systems compliance with the provisions of all applicable

126 127