Page 179 - 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

CSR Committee, was present during the last e-AGM held on Mr. Zarir Langrana ED 3 3 consolidated income or net worth respectively, of the listed subsidiaries are placed before the Board of the Company
July 6, 2022. entity and its subsidiaries in the immediately preceding for its review on a quarterly basis and a statement of
ID - Independent Director; NED - Non-Executive Director; MD & CEO - accounting year. all significant transactions and arrangements entered
8. Safety, Health, Environment and Managing Director & Chief Executive Officer; ED - Executive Director into by the unlisted subsidiary companies are also
Sustainability Committee The Chairman of the SHES Committee briefs the Board at Accordingly, Independent Directors of the Company placed before the Board. Pursuant to the explanation
each Board Meeting about the significant discussions at
The Safety, Health, Environment and Sustainability (‘SHES’) the SHES Committee Meetings. have been appointed on the Board of unlisted material under Regulation 16(1)(c) of the SEBI Listing Regulations,
Committee is entrusted with the specific responsibility of subsidiaries. For effective governance, the Independent the Company has revised its Policy for determining
reviewing and monitoring the health, environment and The CFO, Head of CSR and Head of Sustainability also Directors appointed in such subsidiaries brief the Board of material subsidiaries which is disclosed on the
safety framework and sustainable development. The overall attended the Meetings of the SHES Committee. The Chief Directors of the Company at each Board Meeting on any Company’s website at https://www.tatachemicals.com/
roadmap as well as specific issues of concern including General Counsel & Company Secretary also attended significant issues of these unlisted material subsidiaries. policy-on-determining-material-subsidiaries.pdf. The
those related to safety and climate change is reviewed the Meetings. other requirements of Regulation 24 of the SEBI Listing
in detail. The subsidiaries of the Company function independently Regulations with regard to Corporate Governance
9. Scientific Advisory Board with adequately empowered Board of Directors and requirements for subsidiary companies have also been
Terms of Reference The Board of Directors has constituted a Scientific Advisory adequate resources. The minutes of the Board Meetings of complied with.
The terms of reference of the SHES Committee, inter alia, Board with the objective of synergising the Research
are as under: & Development (‘R&D’) initiatives at the Company’s 11. General Body Meetings
Innovation Centre and R&D Centres (for crop care and seeds Annual General Meetings held and Special Resolution(s) passed:
• Review and monitor the sustainability, environmental,
safety and health policies and activities across the division) of Rallis India Limited, subsidiary of the Company.
Company to ensure compliance with appropriate laws The Scientific Advisory Board is instrumental in providing Year Day, Date and Time Venue Special Resolution(s)
and legislation; guidance and direction to R&D Centres and report progress 2021-22 Wednesday, July 6, 2022 VC/OAVM Change in place of keeping Registers
to the Board.
• Encourage, assist, support and counsel management at 3:00 p.m. Deemed Venue: Bombay House, 24 Homi and Records
in developing short and long-term policies and The Scientific Advisory Board consists of senior employees Mody Street, Fort, Mumbai – 400 001
standards to ensure that the principles set out in of the Company and Rallis India Limited with background 2020-21 Friday, July 2, 2021 VC/OAVM There was no matter that required passing
the sustainability, safety, health and environmental in R&D, Science and Technology and is chaired by Dr. C. V. at 3:00 p.m. Deemed Venue: Bombay House, 24 Homi of Special Resolution
policies are being adhered to and achieved; and Natraj, Independent Director of the Company. Mody Street, Fort, Mumbai – 400 001
• Investigate or cause to be investigated any The terms of reference of the Scientific Advisory Board, 2019-20 Tuesday, July 7, 2020 VC/OAVM There was no matter that required passing
extraordinary negative sustainability, environment, inter alia, are alignment of the R&D Centres’ priorities to at 3:00 p.m. Deemed Venue: Bombay House, 24 Homi of Special Resolution
health and safety performance or issues of asset the business priorities; recommending the right skills Mody Street, Fort, Mumbai – 400 001
integrity which can impact safety, health, environment and competencies necessary for the teams; ensuring that
and sustainability where appropriate. the right R&D metrics are derived from business targets; All resolutions moved at the last AGM were passed by the requisite majority of Members.
maintaining a balance between short-term and long-term No Extraordinary General Meeting of the Members was held during the year.
Meetings Held projects; ensuring open innovation to support internal R&D
activities; and give directions for ensuring the right balance Postal Ballot
During FY 2022-23, three (3) Meetings were held on the between inputs and outputs for the centres. An update on
following dates: During the under review, the Company sought approval of the shareholders by way of postal ballot, through Notice dated
the working of the Scientific Advisory Board is given to the February 1, 2023, on the following Special and Ordinary Resolution:
• June 22, 2022 • December 1, 2022 Board of Directors on a quarterly basis.
• March 3, 2023 10. Subsidiary Companies Sr. No. Type of Resolution(s) Description of Resolution(s)
1. Special Resolution Re-appointment of Ms. Padmini Khare Kaicker (DIN: 00296388) as an
The necessary quorum was present for all the Meetings of The Company has six material subsidiaries as per Independent Director of the Company
the Committee. Regulation 16 of the SEBI Listing Regulation namely Tata
Chemicals International Pte. Limited, Gusiute Holdings 2. Ordinary Resolution Re-appointment of Mr. Zarir N. Langrana (DIN: 06362438) as an Executive
Composition and Attendance (UK) Limited, Valley Holdings Inc., Tata Chemicals North Director of the Company
Name of the Member Category No. of No. America Inc.,Tata Chemicals (Soda Ash) Partners and Rallis The Board of Directors had appointed Mr. P. N. Parikh (Membership No.: FCS 327, CP No. 1228) or failing him, Ms. Jigyasa N. Ved
Meetings held of Meetings India Limited. (Membership No.: FCS 6488, CP No. 6018) or failing her, Mr. Mitesh Dhabliwala (Membership No.: FCS 8331, CP No. 9511) of
attended In addition to the above, Regulation 24 of the SEBI Listing M/s. Parikh & Associates, Practising Company Secretaries, as the Scrutiniser to scrutinise the remote e-voting process in a fair
Mr. Rajiv Dube ID 3 3 Regulations requires that at least one Independent Director and transparent manner.
(Chairman)
Mr. S. Padmanabhan NED 3 3 on the Board of Directors of the listed entity shall be a The remote e-voting period commenced on Wednesday, February 22, 2023 at 9:00 a.m. (IST) and ended on Thursday, March
Director on the Board of Directors of an unlisted material
Dr. C. V. Natraj ID 3 3 subsidiary, whether incorporated in India or not. For the 23, 2023 at 5:00 p.m. (IST). The consolidated report on the result of the postal ballot through remote e-voting for approving
Mr. R. Mukundan MD & CEO 3 3 aforementioned resolutions was provided by the Scrutiniser on Thursday, March 23, 2023.
purpose of this provision, material subsidiary means a
subsidiary, whose income or net worth exceeds 20% of the

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