Page 171 - 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

March 31, 2023 as required under Schedule IV to the the above, presentation on Risk Management, the website of the Company at https://www.tatachemicals. • Review of the Company’s accounting policies, internal
Act (Code for Independent Directors) and Regulation benchmarking with peers on financial performance, com/TCOCNED.htm. accounting controls, financial and such other matters
25(3) of the SEBI Listing Regulations. At their Meeting, interaction with analysts, cyber security, CSR, Safety and As on March 31, 2023, all the Board Members and Senior and the changes thereon;
the Independent Directors reviewed the performance Sustainability initiatives, Talent pipeline, HR Strategy and
of Non-Independent Directors and the Board as a whole Succession planning, etc. are made at the respective Management of the Company have affirmed compliance • Review the statement of related party transactions
including the Chairman of the Board after taking the views Committee Meetings where some of the Independent with their respective Codes of Conduct. A declaration to submitted by the Management;
of Executive and Non-Executive Directors and also assessed Directors are also Members. The Directors are also regularly this effect duly signed by the Managing Director & CEO • Review the functioning of Whistleblower Mechanism
the quality, quantity and timeliness of flow of information updated by sharing various useful reading material/ forms part of this Report. The Company has also received of the Company which shall include the Vigil
between the Management and the Board that is necessary newsletters relating to the Company’s performance, a confirmation from the Non-Executive Directors and Mechanism for Directors and employees to report
for the Board to effectively and reasonably perform operations, business highlights, developments in the Independent Directors regarding compliance of the Code genuine concerns in the prescribed manner;
their duties. industry, sustainability initiatives, customer-centric for the year under review.
initiatives, its market and competitive position on the • Discuss and review with the Management and auditors,
The Meeting was attended by all the Independent Directors Board Application. Apart from reimbursement of expenses incurred in the annual/half-yearly/quarterly financial statements
as on that date and Dr. C. V. Natraj chaired the said Meeting. discharging their duties and the remuneration that the before submission to the Board for approval;
The Directors from time to time get an opportunity to visit Directors would be entitled under the Act as Non-Executive
Terms and Conditions of appointment of Independent the Company’s plants where plant heads apprise them Directors, none of the Directors has any other material • Hold timely discussions with external auditors
Directors pecuniary relationship or transactions with the Company,
of the operational and sustainability aspects to enable regarding critical accounting policies and practices,
All the Independent Directors of the Company have been them to have full understanding on the activities of the its Subsidiaries, Associates, Promoters, its Directors and significant reporting issues and judgements made,
appointed as per the provisions of the Act and the SEBI Company and initiatives undertaken on safety, quality, Senior Management during the three immediately preceding nature and scope of audit;
Listing Regulations. Formal letters of appointment are CSR, sustainability, etc. Pursuant to Regulation 46 of the financial years or during FY 2022-23.
issued to the Independent Directors after their appointment SEBI Listing Regulations, the details of such familiarisation • Evaluate auditors’ performance, qualification,
by the Members. As required by Regulation 46 of the SEBI programmes during FY 2022-23 are available on the Senior Management of the Company have made disclosures independence and effectiveness of audit process;
Listing Regulations, the terms and conditions of their website of the Company at https://www.tatachemicals. to the Board confirming that there are no material, financial
appointment have been disclosed on the website of the com/familiarisation-directors-fy-22-23.pdf. and/or commercial transactions between them and the • Recommend to the Board, the appointment,
Company at https://www.tatachemicals.com/TCAID.htm. Company which could have potential conflict of interest re-appointment, removal of the external auditors,
During the year under review, a full day offsite strategy with the Company at large. fixation of audit fees and also approval for payment
Induction and Familiarisation Programme for Board Meeting was organised which provided the Board of audit and non-audit services;
Directors an opportunity to comprehend the Company’s footprint in 3. Audit Committee
The Company has a familiarisation programme for its the industry and also interact with the Company’s Senior The Audit Committee’s role is to assist the Board in • Reviewing the adequacy of internal control system,
internal audit function and risk management function;
Independent Directors with an objective to enable them Leadership team that provided a good perspective of the overseeing the governance function and responsibilities
to understand the Company, its operations, strategies, future opportunities and challenges. Two Independent in relation to the Company’s financial reporting process • Valuation of undertakings or assets of the Company,
business, functions, policies, industry and environment Directors also visited Company's plant at Mithapur. carried out by the Management, internal control system, wherever it is necessary;
in which it functions and the regulatory environment risk management system and internal and external audit
applicable to it and operations of its subsidiaries. These Re-appointment of Directors functions. The Audit Committee functions according to its • Consider and comment on the rationale, cost-
include orientation programmes upon induction of new As required under Regulation 36(3) of the SEBI Listing charter/terms of reference that defines its composition, benefits and impact of schemes involving merger,
Directors as well as other initiatives to update the Directors Regulations and Secretarial Standard - 2 on General authority, responsibilities and reporting functions. The demerger, amalgamation etc., on the Company and
on a continuous basis. An induction kit is provided to new Meetings issued by the Institute of Company Secretaries of Board has adopted a charter of the Audit Committee as its shareholders; and
Directors which includes the Annual Report, overview of India, particulars of the Directors seeking re-appointment amended during the year for its functioning. All the items
the Company and its operating subsidiaries, charters of are given in the Notice of the AGM which forms part of this listed in Section 177 of the Act and Regulation 18(3) read • Carrying out any other function as is mentioned in the
the Committees, annual calendar of Board and Committee Integrated Annual Report. with Part C of Schedule II to the SEBI Listing Regulations are terms of reference of the Audit Committee.
Meetings, TCoC, Code of Conduct for Non-Executive covered in its terms of reference. The Company has engaged Ernst & Young LLP, an
Directors including Independent Directors, Company’s Code of Conduct independent external firm, to conduct the internal audit
Code of Conduct for Prevention of Insider Trading and The Company has adopted the TCoC for its Whole-time Terms of Reference of the Company as well as its key overseas operating
Code of Corporate Disclosure Practices, etc. Meetings with Directors, Senior Management and other Executives which The Audit Committee of the Company is responsible subsidiaries and submit its internal audit findings to the
Business/Functional Heads are organised to provide a brief is available on the website of the Company at https://www. for supervising the Company’s internal controls and Audit Committee which were reviewed by the Committee
on the businesses/functions. tatachemicals.com/TCOC.htm. financial reporting process and inter alia, performs the during the year under review.

following functions:
Pursuant to Regulation 25(7) of the SEBI Listing Regulations, The Board has also adopted a Code of Conduct for Non- Further, pursuant to Regulation 18(2)(c) of the SEBI Listing
the Company imparted various familiarisation programmes Executive Directors, which incorporates the duties of • Oversight of the Company’s financial reporting Regulations, the Audit Committee is empowered to
to its Directors including review of long-term strategy, Independent Directors as laid down in Schedule IV to the process and disclosure of its financial information to investigate any activity within its terms of reference, seek
industry outlook, regulatory updates at the Board and Act (‘Code for Independent Directors’) and Regulation 17(5) ensure that the financial statements are materially information it requires from any employee, obtain outside
Committee Meetings, Tax and Litigation updates. Besides of the SEBI Listing Regulations and the same is available on correct, sufficient and credible; legal or other independent professional advice and

168 169