Page 142 - 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

Annexure 4 to Board’s Report We have also examined compliance with the applicable at shorter notice, and a system exists for seeking and obtaining
clauses of the following: further information and clarifications on the agenda items before
FORM MR-3 (i) Secretarial Standards issued by The Institute of the meeting and for meaningful participation at the meeting.
Secretarial Audit Report for the Financial Year ended Company Secretaries of India with respect to Board The decisions at the Board Meetings were taken unanimously.
and General Meetings.
March 31, 2023 (ii) The Listing Agreements entered into by the Company We further report that there are adequate systems and processes
in the Company commensurate with the size and operations of
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule no. 9 of the Companies (Appointment and Remuneration of with BSE Limited and National Stock Exchange of the Company to monitor and ensure compliance with applicable
Managerial Personnel) Rules, 2014] India Limited read with the SEBI (Listing Obligations laws, rules, regulations guidelines etc.
and Disclosure Requirements) Regulations, 2015.
To, (v) The following Regulations and Guidelines prescribed under We further report that during the audit period there were no
The Members, the Securities and Exchange Board of India Act, 1992 (‘SEBI During the period under review, the Company has complied events occurred which had bearing on the Company’s affairs
Tata Chemicals Limited Act’) with the provisions of the Act, Rules, Regulations, Guidelines, in pursuance of the above referred laws, rules, regulations,
Standards etc. mentioned above. guidelines etc.
We have conducted the secretarial audit of the compliance (a) The Securities and Exchange Board of India For Parikh & Associates
of applicable statutory provisions and the adherence to good (Substantial Acquisition of Shares and Takeovers) We further report that: Company Secretaries
corporate practices by Tata Chemicals Limited (hereinafter Regulations, 2011; The Board of Directors of the Company is duly constituted with
called the Company). Secretarial Audit was conducted in a proper balance of Executive Directors, Non-Executive Directors P. N. Parikh
manner that provided us a reasonable basis for evaluating the (b) The Securities and Exchange Board of India and Independent Directors. The changes in the composition of the Partner
corporate conducts/statutory compliances and expressing our (Prohibition of Insider Trading) Regulations, 2015; Board of Directors that took place during the period under review FCS No: 327 CP No: 1228
opinion thereon.
(c) The Securities and Exchange Board of India (Issue of were carried out in compliance with the provisions of the Act. UDIN: F000327E000262732
Based on our verification of the Company’s books, papers, minute Capital and Disclosure Requirements) Regulations, Adequate notice was given to all directors to schedule the Board Mumbai, May 3, 2023 PR No.: 1129/2021
books, forms and returns filed and other records maintained by 2018 and amendments from time to time; (Not Meetings, agenda and detailed notes on agenda were sent at This Report is to be read with our letter of even date which is annexed as
the Company, to the extent the information provided by the applicable to the Company during the audit period) least seven days in advance for meetings other than those held Annexure A and forms an integral part of this report.
Company, its officers, agents and authorised representatives (d) The Securities and Exchange Board of India (Share
during the conduct of secretarial audit, the explanations and Based Employee Benefits and Sweat Equity) ‘Annexure A’
clarifications given to us and the representations made by the Regulations, 2021; (Not applicable to the Company To,
Management and considering the relaxations granted by the during the audit period) The Members,
Ministry of Corporate Affairs and Securities and Exchange Board Tata Chemicals Limited
of India warranted due to the spread of the COVID-19 pandemic, (e) The Securities and Exchange Board of India (Issue and
we hereby report that in our opinion, the Company has, during Listing of Non-Convertible Securities) Regulations, Our report of even date is to be read along with this letter.
the audit period covering the financial year ended on March 2021; (Not applicable to the Company during the 1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an
31, 2023, generally complied with the statutory provisions audit period) opinion on these secretarial records based on our audit.
listed hereunder and also that the Company has proper Board 2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness
processes and compliance mechanism in place to the extent, (f) The Securities and Exchange Board of India (Registrars of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in
in the manner and subject to the reporting made hereinafter: to an Issue and Share Transfer Agents) Regulations, secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.
1993 regarding the Companies Act and dealing with
We have examined the books, papers, minute books, forms client; (Not applicable to the Company during the 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
and returns filed and other records made available to us and audit period) 4. Wherever required, we have obtained the Management Representation about the Compliance of laws, rules and regulations
maintained by the Company for the financial year ended on and happening of events etc.
March 31, 2023 according to the provisions of: (g) The Securities and Exchange Board of India (Delisting
of Equity Shares) Regulations, 2021; (Not applicable 5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
(i) The Companies Act, 2013 (the Act) and the rules to the Company during the audit period) and management. Our examination was limited to the verification of procedure on test basis.
made thereunder; 6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness
(h) The Securities and Exchange Board of India (Buyback
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and of Securities) Regulations, 2018; (Not applicable to with which the management has conducted the affairs of the Company.
the rules made thereunder; the Company during the audit period) For Parikh & Associates
Company Secretaries
(iii) The Depositories Act, 1996 and the Regulations and Bye- (vi) Other laws applicable specifically to the Company namely:
laws framed thereunder; P. N. Parikh
1. Food Safety and Standards Act, 2006, rules and
(iv) Foreign Exchange Management Act, 1999 and the rules regulations thereunder; Partner
and regulations made thereunder to the extent of Foreign FCS No: 327 CP No: 1228
Direct Investment, Overseas Direct Investment and External 2. Legal Metrology Act, 2009 and rules and UDIN: F000327E000262732
Commercial Borrowings; regulations thereunder; Mumbai, May 3, 2023 PR No.: 1129/2021

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