Page 169 - Tata Chemical Annual Report_2022-2023

Integrated Annual Report 2022-23 01-83 84-192 193-365
Integrated Report Statutory Reports Financial Statements
Corporate Governance Report

The Eighty-Third (83 ) Annual General Meeting (‘e-AGM’) instruments during the year under review. None of the Board Procedure documents available to the Board/Committee Members
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of the Company for FY 2021-22 was held on July 6, 2022 Directors of the Company is related to each other and there For seamless scheduling of Meetings, the calendar of and increasing confidentiality.
through Video Conference (‘VC’) / Other Audio Visual Means are no inter-se relationships between the Directors. Meetings of the Board and its Committees is circulated and
(‘OAVM’) in accordance with the relevant circulars issued by agreed upon at the beginning of the year. Independent Directors
the Ministry of Corporate Affairs (‘MCA’) and the Securities None of the Directors on the Board is a Member of more than Independent Directors play a vital role in the governance
and Exchange Board of India (‘SEBI’). All the Directors of the ten (10) Committees and Chairperson of more than five (5) The Company Secretary tracks and monitors the Board processes of the Board by enhancing corporate credibility,
Company were present at the 83 e-AGM. Committees [Committees being Audit Committee and and its Committees proceedings to ensure that the terms governance standards and in risk management. Their
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Stakeholders Relationship Committee as per Regulation increased presence in the boardroom has been hailed as a
Shareholding of Directors as on March 31, 2023: 26(1) of the SEBI Listing Regulations] across all the public of reference/charters are adhered to, decisions are properly harbinger for striking a right balance between individual,
recorded in the minutes and actions on the decisions are
companies in which he/she is a Director. All the Directors
Name of Director Category No. of Ordinary have made the requisite disclosures regarding committee tracked. The terms of reference/charters are amended and economic and social interests.
Shares positions held by them in other companies. updated from time to time in order to keep the functions
Mr. N. Chandrasekaran NED 1,00,000 and role of the Board and its Committees at par with The Company currently has five (5) Non-Executive
Dr. C. V. Natraj ID 209 None of the Directors hold office in more than ten (10) public the changing statutes. Meeting effectiveness is ensured Independent Directors which comprise 55.56%, including
Mr. R. Mukundan MD & CEO 500 limited companies as prescribed under Section 165(1) through detailed agenda, circulation of material in advance two (2) Women Directors comprising 22.22% of the total
Mr. Zarir Langrana ED 3,666* of the Act. No Director holds Directorships in more than and as per statutory timelines, detailed presentations at strength of the Board of Directors. The maximum tenure
seven (7) listed companies. None of the Non-Executive the Meetings and tracking of action taken reports at every of the Independent Directors is in accordance with the
NED - Non-Executive Director; ID - Independent Director; MD & CEO - Act and the SEBI Listing Regulations. The Nomination and
Managing Director & Chief Executive Officer; ED - Executive Director Director is an Independent Director in more than Meeting. Additionally, based on the agenda, Meetings are
*includes shares jointly held with relative seven (7) listed companies as required under the SEBI attended by Members of the senior leadership as invitees Remuneration Committee identifies candidates based on
Listing Regulations. Further, the Managing Director & CEO which bring in the requisite accountability and also provide certain criteria laid down and takes into consideration the
Apart from the above, no other Director holds any shares in and the Executive Director do not serve as Independent developmental inputs. need for diversity of the Board which, inter alia, includes
the Company. The Company has not issued any convertible Directors in any listed company. skills, knowledge and experience and accordingly makes

The Board plays a critical role in the strategy development its recommendations to the Board.
Key Skills, Expertise and Competencies of the Board of Directors of the Company. To enable the Board to discharge its Independence of Directors
The Board of the Company is adequately structured to ensure a high degree of diversity by age, education/qualifications, responsibilities effectively and take informed decisions,
professional background, sector expertise, special skills and geography. The Board of Directors has, based on the recommendations the Managing Director & CEO apprises the Board on the The Company has received a declaration from the
of the Nomination and Remuneration Committee, identified the following core skills/expertise/competencies as required in the overall performance of the Company every quarter including Independent Directors confirming that they meet the
context of the businesses and sectors of the Company for its effective functioning and the same is mapped against each of the performance of the overseas operating subsidiaries. criteria of independence as prescribed under Section 149(6)
the Directors: of the Act read with Regulation 16(1)(b) of the SEBI Listing
The Board periodically reviews the strategy, annual Regulations. In terms of Regulation 25(8) of the SEBI Listing
Sr. Skills & Expertise Mr. N. Ms. Vibha Ms. Padmini Dr. C. V. Mr. K. B. S. Mr. S. Mr. Rajiv Mr. R. Mr. Zarir business plan, business performance of the Company and Regulations, the Independent Directors have confirmed
No. Chandrasekaran Paul Rishi Khare Kaicker Natraj Anand Padmanabhan Dube Mukundan Langrana its key subsidiaries, technology and innovation, quality, that they are not aware of any circumstances or situations
1. Leadership and          customer centricity, capital expenditure budgets and risk which exist or may be reasonably anticipated that could
Governance management, safety and environment matters. Amongst impair or impact their ability to discharge their duties.
2. Industry Experience   -       other things, the Board also reviews the compliance reports

3. Science and  - -  - -   - of the laws applicable to the Company, internal financial In the opinion of the Board, the Independent Directors
Technology controls and financial reporting systems, minutes of the fulfil the conditions of independence specified in the Act
4. IT and Digitalisation  -  - -   -  Board Meetings of the Company’s subsidiary companies, and the SEBI Listing Regulations and are independent of
adoption of quarterly/half-yearly/annual results, corporate the Management.
5. Strategy    -     
restructuring, transactions pertaining to purchase/disposal
6. Finance    -  -   - of property, minutes of the Meetings of the Audit and other Further, the Independent Directors have in terms of
7. HR and Communication         - Committees of the Board. Section 150 of the Act read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules, 2014, as
8. Safety   -       In addition to the information required under Regulation amended, confirmed that they have enrolled themselves in
and Sustainability 17(7) read with Part A of Schedule II to the SEBI Listing the Independent Directors’ Databank maintained with the
9. Multiple Geography   -       Regulations which is required to be placed before the Indian Institute of Corporate Affairs (‘IICA’). They are exempt
Experience from the requirement to undertake the online proficiency
Board, the Directors are also kept informed of major events.
The current composition of the Board meets the requirements of skills, expertise and competencies as identified above. self-assessment test conducted by IICA.
All the Board and Committee Meetings conducted
are paperless with documents securely uploaded on Meeting of Independent Directors
the Board Application and accessed online. This has During the year under review, one (1) Meeting of the
resulted in saving paper, reducing the cycle time to make Independent Directors of the Company was held on

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