Page 131 - 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

laws and that such systems are adequate and Director (Chairman) of the Company, retires by rotation at the fields of science and technology, digitalisation, businesses and sectors applicable to the Company are
operating effectively. the ensuing AGM and being eligible, has offered himself for strategy, finance, governance, human resources, safety, identified by the Board and are available with the Board. The
re-appointment. sustainability, etc. Directors have also reviewed the list of core skills, expertise
21. Corporate Governance and Compliance and competencies which were mapped against them.
Ms. Padmini Khare Kaicker (DIN: 00296388) completed The Independent Directors of the Company have confirmed
The Company follows the best governance practices her first term of five years as Independent Director of the that they have enrolled themselves in the Independent
to boost long-term shareholder value and respect Company on March 31, 2023. On the recommendation of Directors’ Databank maintained with the Indian Institute The same is disclosed in the Corporate Governance Report
minority rights. forming part of this Integrated Annual Report.
the Nomination & Remuneration Committee ('NRC') and of Corporate Affairs (‘IICA’) in terms of Section 150 of the
the Board of Directors, the Shareholders of the Company Act read with Rule 6 of the Companies (Appointment & Scientific Advisory Board
The Company considers the same as its inherent
responsibility to disclose timely and accurate information to on March 23, 2023 by way of a special resolution passed Qualification of Directors) Rules, 2014. The Board has constituted a Scientific Advisory Board
its stakeholders regarding its operations and performance, through postal ballot, approved the re-appointment of Details of Familiarisation Programme for the Independent consisting of scientists with relevant domain expertise
as well as the leadership and governance of the Company. Ms. Kaicker as Independent Director of the Company for a Directors are provided separately in the Corporate under the Chairmanship of Dr. C. V. Natraj, Independent
The Company is committed to the Tata Code of Conduct second term of five years commencing from April 1, 2023 Governance Report which forms part of this Integrated Director of the Company with a view to synergise the
which articulates values and ideals that guide and govern upto March 31, 2028. Annual Report. Research & Development initiatives at the Company’s
the conduct of the Tata companies as well as its employees Mr. Zarir Langrana (DIN: 06362438) was appointed as the Innovation Centre and Research & Development Centres
in all matters relating to business. The Company’s overall Executive Director of the Company for a period of five During the year under review, the Non-Executive Directors of Rallis India Limited (Crop Care and Seeds). Further
governance framework, systems and processes reflect and years effective April 1, 2018 upto March 31, 2023. Based on of the Company had no pecuniary relationship or details in this regard are provided in the Corporate
transactions with the Company, other than sitting fees,
support its Mission, Vision and Values. the recommendation of the NRC, the Board of Directors, commission and reimbursement of expenses incurred Governance Report.
at its meeting held on February 1, 2023, re-appointed by them for the purpose of attending meetings of the
At Tata Chemicals, human rights is also an integral aspect of Mr. Langrana as the Executive Director for a further period Criteria for determining Qualifications, Positive
doing business and the Company is committed to respect effective April 1, 2023 upto February 29, 2024 (i.e. till he Board/Committees of the Company. Attributes and Independence of a Director
and protect human rights to remediate adverse human attains the retirement age in line with the Retirement Key Managerial Personnel (‘KMP’) The NRC has formulated the criteria for determining
rights impacts that may be resulting from or caused by Policy adopted by the Company), subject to approval of In terms of the provisions of Section 2(51) and Section 203 qualifications, positive attributes and independence of
the Company’s businesses. In furtherance to this, the the shareholders. On March 23, 2023, the Shareholders of Directors in terms of provisions of Section 178(3) of the Act
Company has adopted the ‘Tata Business and Human the Company, by way of a postal ballot, approved the re- of the Act, the following are the KMP of the Company: and the SEBI Listing Regulations. The same is available at
Rights Policy’ which aligns with the principles contained in appointment of Mr. Langrana as Executive Director for the Mr. R. Mukundan, Managing Director & CEO https://www.tatachemicals.com/criteriadetermining.pdf.
the Universal Declaration of Human Rights, International above-mentioned tenure. Mr. Zarir Langrana, Executive Director
Labour Organsations (ILO), Declaration on Fundamental Board Evaluation
Principles and Rights at Work and the United Nations Independent Directors Mr. Nandakumar S. Tirumalai, Chief Financial Officer The Board has carried out the annual evaluation of its own
Guiding Principles on Business and Human Rights and is In terms of Section 149 of the Act, Ms. Vibha Paul Rishi, Mr. Rajiv Chandan, Chief General Counsel & performance and that of its Committees and individual
consistent with the Tata Code of Conduct. Ms. Padmini Khare Kaicker, Dr. C. V. Natraj, Mr. K. B. S. Anand Company Secretary Directors for the year pursuant to the provisions of the
The Company’s governance guidelines cover aspects and Mr. Rajiv Dube are the Independent Directors of the Act and the SEBI Listing Regulations. The exercise of
mainly relating to composition and role of the Board, Company. The Company has received declarations from Procedure for Nomination and Appointment of performance evaluation was carried out electronically
Chairman and Directors, Board diversity, retirement age all the Independent Directors confirming that they meet Directors through a secure application. This resulted in saving paper,
reducing the cycle time to make documents available
for the Directors and Committees of the Board. the criteria of independence as prescribed under Section The NRC is responsible for developing competency
149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing requirements for the Board based on the industry and to the Board/Committee Members and in increasing
The Company has in place an online compliance Regulations and are independent of the Management. In strategy of the Company. The Board composition analysis confidentiality and accuracy.
management system for monitoring the compliances terms of Regulation 25(8) of the SEBI Listing Regulations, reflects in-depth understanding of the Company, including
across its various plants and offices. A compliance certificate they have confirmed that they are not aware of any its strategies, environment, operations, financial condition The performance of the Board and individual Directors was
is also placed before the Board of Directors every quarter. In circumstance or situation which exist or may be reasonably and compliance requirements. evaluated by the Board after seeking inputs from all the
compliance with the SEBI Listing Regulations, the Corporate anticipated, that could impair or impact their ability to Directors. The criteria for performance evaluation of the
Governance Report and the Secretarial Auditor’s Certificate discharge their duties with an objective independent The Committee is also responsible for reviewing the profiles Board included aspects such as Board composition and
form part of this Integrated Annual Report. judgement and without any external influence. of potential candidates vis-à-vis the required competencies structure, effectiveness of Board processes, contribution in
The Board of Directors of the Company has taken on and meeting the potential candidates prior to making the long-term strategic planning, etc. The performance of
22. Directors and Key Managerial Personnel record the declaration and confirmation submitted by the recommendations of their nomination to the Board. At the the Committees was evaluated by the Board after seeking
Directors Independent Directors after undertaking due assessment time of appointment, specific requirements for the position inputs from the Committee Members. The criteria for
of the veracity of the same. including expert knowledge expected is communicated to performance evaluation are broadly based on the Guidance
Re-appointment
the appointee. Note issued by SEBI on Board Evaluation.
In accordance with the provisions of Section 152 of the The Board is of the opinion that all Directors including the
Act and the Articles of Association of the Company, Independent Directors of the Company possess requisite The list of core skills, expertise and competencies of the The Chairman of the Board had one-on-one meetings
Mr. N Chandrasekaran, Non-Executive, Non-Independent qualifications, integrity, expertise and experience in Board of Directors as are required in the context of the with each Independent Director and the Chairman of the

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