Page 132 - 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

NRC had one-on-one meetings with each Executive and by the Members. Any Member interested in obtaining There has been no qualification, reservation, adverse 29. Other disclosures
Non-Executive, Non-Independent Directors. such particulars may write to the Company Secretary at remark or disclaimer given by the Secretarial Auditors in (a) No significant and material orders were passed by the
investors@tatachemicals.com. their Report. regulators or the courts or tribunals impacting the going
In a separate meeting, the Independent Directors concern status and the Company’s operations in future.
evaluated the performance of Non-Independent Directors 26. Auditors 27. Reporting of Fraud
and performance of the Board as a whole including the I. Statutory Auditors During the year under review, the Statutory Auditors, (b) In 2020, Allied Silica Limited (ASL) filed an application
Chairman of the Board taking into account the views of At the 83 AGM held on July, 6, 2022, B S R & Co. LLP, Chartered Cost Auditors and Secretarial Auditors have not reported under Section 9 of the Insolvency and Bankruptcy Code,
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Executive Directors and Non-Executive Directors. The NRC Accountants (Firm Registration No. 101248W/W-100022) any instances of frauds committed in the Company by 2016 (‘IBC’) against the Company and the same is pending
reviewed the performance of the Board, its Committees were appointed as Statutory Auditors of the Company for a its officers or employees to the Audit Committee under before the National Company Law Tribunal, Mumbai Bench
and of the Individual Directors. The same was discussed second term of five (5) consecutive years upto the 88 AGM Section 143(12) of the Act, details of which need to be as at the end of the year. The Company has contested the
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in the Board Meeting that followed the meeting of the by the Members. mentioned in this Report. proceedings among other things, on the grounds that no
Independent Directors and the NRC, at which the feedback operational debt is due and payable, the alleged debt is not
received from the Directors on the performance of the The report of the Statutory Auditors along with notes 28. General Disclosures an operational debt, the party is not an operational creditor
Board and its Committees was also discussed. to Schedules is a part of this Integrated Annual Report. under the IBC and that there is pre-existence of disputes
There has been no qualification, reservation, adverse I. Details of Board Meetings between the parties.
The Company follows a practice of addressing each of the remark or disclaimer given by the Auditors in their Report. During the year under review, six (6) Board Meetings
observations and suggestions by drawing up an action plan were held, details of which are provided in the Corporate (c) There has been no change in the nature of business of the
and monitoring its implementation through the Action II. Cost Auditors Governance Report. Company as on the date of this Report.
Taken Report which is reviewed by the Board of Directors As per Section 148 of the Act read with the Companies (Cost
from time to time. Records and Audit) Rules, 2014, the Company is required II. Composition of Audit Committee (d) There were no material changes and commitments
affecting the financial position of the Company between
to prepare, maintain as well as have the audit of its cost The Audit Committee comprised four (4) Members out of
23. Remuneration Policy records conducted by a Cost Accountant and accordingly, it which three (3) are Independent Directors and one (1) is the end of the financial year and the date of this Report.
The Company has in place a Remuneration Policy for has made and maintained such cost accounts and records. a Non-Executive Director. During the year under review, 30. Annual Return
the Directors, KMP and other employees pursuant to the The Board, on the recommendation of the Audit Committee nine (9) Audit Committee Meetings were held, details of Pursuant to Section 92(3) read with Section 134(3)
provisions of the Act and the SEBI Listing Regulations which has appointed D. C. Dave & Co., Cost Accountants (Firm which are provided in the Corporate Governance Report. (a) of the Act, the Annual Return in Form MGT-7 as on
is available at https://www.tatachemicals.com/rempolicy. Registration No. 000611) [‘D. C. Dave & Co.’] as the Cost During the year under review, there were no instances March 31, 2023 is available on the Company’s website at
Auditors of the Company for FY 2023-24. when the recommendations of the Audit Committee were https://www.tatachemicals.com/MGT72023.pdf.
24. Conservation of Energy, Technology not accepted by the Board.
Absorption, Foreign Exchange Earnings and D. C. Dave & Co. have confirmed that they are free from 31. Acknowledgements
Outgo disqualification specified under Section 141(3) and proviso III. Composition of CSR Committee
to Section 148(3) read with Section 141(4) of the Act and The Directors appreciate the hard work, dedication, and
The particulars relating to conservation of energy, The CSR Committee comprised three (3) Members out of commitment of all its employees including workmen at the
technology absorption, foreign exchange earnings and that the appointment meets the requirements of the Act. which one (1) is an Independent Director. During the year manufacturing plants towards the success of the Company.
outgo as required to be disclosed pursuant to the provisions They have further confirmed their independent status and
of Section 134 of the Act read with the Companies an arm’s length relationship with the Company. under review, three (3) Meetings of the CSR Committee The Directors also acknowledge the support extended
(Accounts) Rules, 2014 are provided in Annexure 2 forming The remuneration payable to the Cost Auditors is required were held, details of which are provided in the Corporate by the Company’s Unions and would also like to thank
part of this Report. to be placed before the Members in a General Meeting Governance Report. During the year under review, there the financial institutions, banks, government authorities,
for their ratification. Accordingly, a resolution seeking were no instances when the recommendations of the CSR customers, vendors and other stakeholders for their
25. Particulars of Employees Members’ ratification for the remuneration payable to Committee were not accepted by the Board. continued support and co-operation.
Disclosures pertaining to remuneration and other details D. C. Dave & Co., forms part of the Notice of the 84 AGM IV. Secretarial Standards On behalf of the Board of Directors
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as required under Section 197(12) of the Act read with Rule forming part of this Integrated Annual Report.
5(1) of the Companies (Appointment and Remuneration The Directors have devised proper systems and processes N. Chandrasekaran
of Managerial Personnel) Rules, 2014 (‘Rules’) are enclosed III. Secretarial Auditors for complying with the requirements of applicable Chairman
as Annexure 3 forming part of this Report. The statement In terms of Section 204 of the Act and Rules made Secretarial Standards issued by the Institute of Company DIN: 00121863
containing particulars of employees as required under thereunder, M/s. Parikh & Associates, Practicing Company Secretaries of India and such systems were adequate and
Section 197(12) of the Act read with Rule 5(2) and 5(3) of Secretaries (Firm Registration No. P1988MH009800) have operating effectively. Mumbai, May 3, 2023
the Rules also forms part of this Report. Further, the Report been appointed as Secretarial Auditors of the Company to
and the Accounts are being sent to the Members excluding carry out the secretarial audit for FY 2023-24. The report
the aforesaid statement. In terms of Section 136 of the Act, of the Secretarial Auditors for FY 2022-23 is enclosed as
the said statement will be open for inspection upon request Annexure 4 forming part of this Report.

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