Page 189 - 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 Company also celebrated the month of July as Ethics Anti-Bribery & Anti-Corruption and Anti-Money specified under Section 133 of the Act, read with Rule 3 of Details of utilisation of funds raised through preferential
Month with all communication and programmes centred Laundering Policy the Companies (Indian Accounting Standards) Rules, 2015 allotment or qualified institutional placement
around the theme “Ethics for a Sustainable Organisation”. The Anti-Bribery & Anti-Corruption (ABAC) Policy along with the and the relevant provisions of the Act, as applicable. The Company has not raised any funds through preferential

A dedicated Ethics Helpline has been set up which is Anti-Money Laundering Policy primarily covers risk assessment, CEO/CFO Certification allotment or qualified institutional placement during the
managed by an independent professional organisation for third party due diligence, training & awareness, and audit year under review.
confidentially raising any ethical concerns or practices that & reporting. The Gift and Hospitality Policy aims to provide The Managing Director & CEO and the Chief Financial
violate the Tata Code of Conduct. The Ethics Helpline can be guidance to directors, officers, employees and persons who Officer have certified to the Board in accordance with Loans and advances in the nature of loans to firms
contacted to report any suspected or confirmed incident of perform services for and on behalf of the Company on what Regulation 17(8) read with Part B of Schedule II to the SEBI / companies in which Directors are interested
fraud/misconduct on: is appropriate and acceptable, and what is not acceptable, for Listing Regulations pertaining to CEO/CFO certification for The Company has not given any loans or advances to any
offering, giving and accepting gifts and hospitality. the year ended March 31, 2023. The Certificate forms part firm / company in which its Directors are interested.
E-mail : reportmyconcern@integritymatters.in of this Report.
The above ABAC Policy requires the Company to appoint
Address : Principal Ethics Counsellor, Tata Chemicals a senior official as the Compliance Officer who shall be Details of material subsidiaries including the date and place of incorporation and the name and date of
Limited, Bombay House, 24 Homi Mody Street, responsible for implementation of the Policies. Under appointment of the statutory auditors of such subsidiaries:
Fort, Mumbai - 400 001 the above Policies, Compliance Officers have a functional
Place of
Date
Name of
The Whistleblower Policy as adopted by the Company reporting about any violation of the Policies to the Name of material subsidiaries Date of incorporation incorporation the Statutory of appointment
/ acquisition
is available on the Company’s website at https://www. Chairperson of the Audit Committee. Aggravated cases of Auditors of the Statutory
tatachemicals.com/WhistleblowerPolicy.htm. breach of the said Policies shall be escalated to the Board Auditors
of Directors of the Company.
Tata Code of Conduct for Prevention of Insider Trading Tata Chemicals International Pte. Limited October 23, 2005 Singapore KPMG LLP July 6, 2022
Policy on interaction with Investors / Analysts and Gusiute Holdings (UK) Limited December 4, 2007 UK KPMG LLP July 6, 2022
The Company has adopted the Tata Code of Conduct Silent Period
for Prevention of Insider Trading and Code of Corporate Valley Holdings Inc. January 30, 2008 USA BSR & Co. LLP July 6, 2022
Disclosure Practices (‘Code’) under the SEBI (Prohibition of The Company is committed to provide timely, adequate, Tata Chemicals North America Inc. March 26, 2008 USA KPMG LLP July 6, 2022
Insider Trading) Regulations, 2015 (‘SEBI PIT Regulations’). uniform, and universal disclosure of unpublished price Tata Chemicals (Soda Ash) Partners March 26, 2008 USA KPMG LLP July 6, 2022
The Code lays down guidelines for procedures to be sensitive information to the investor community. In order to Rallis India Limited November 9, 2009 India BSR & Co. LLP June 24, 2022
followed and disclosures to be made while trading in further strengthen the Company’s Corporate Governance
securities of the Company. practices, the Company formally adopted a policy on Policy for Prevention of Sexual Harassment at Workplace,
interaction with investors / analysts and silent period Acceptance of recommendations of Committees
The Company has also adopted Policy on enquiry in case during the year. by the Board of Directors which ensures a free and fair enquiry process with clear
of leak or suspected leak of Unpublished Price Sensitive In terms of the SEBI Listing Regulations, there have been timelines for resolution.
Information (‘UPSI’) and Policy for Determination of Other Policies under the SEBI Listing Regulations no instances during the year under review, when the The Policy is uploaded on the website of the Company at
Legitimate Purposes. The Code of Corporate Disclosure Policy on Archival and Preservation of Documents as recommendations of any of the Committees were not https://www.tatachemicals.com/POSHPolicy.htm.
Practices along with the Policy for Determination of required under Regulation 9 of the SEBI Listing Regulations accepted by the Board.
Legitimate Purposes is also available on the website of the are available on the website of the Company at https:// No complaints were pending at the beginning of the
Company at https://www.tatachemicals.com/CoCDP.htm. www.tatachemicals.com/ArchivalPolicy.htm and https:// Fees paid to B S R & Co. LLP, Statutory Auditors financial year. During the year under review, one concern
www.tatachemicals.com/upload/content_pdf/policy-on- and all entities in the network firm of the was reported which was investigated and appropriate
Mr. Rajiv Chandan, Chief General Counsel & Company Statutory Auditors action was taken. No complaint was pending as at the end
Secretary, is the Compliance Officer for ensuring the preservation-of-documents.pdf, respectively. of the financial year.
compliance with and for the effective implementation Policy on Determination of Materiality for Disclosure During FY 2022-23, a total fee of ` 14 crore was paid by
of the SEBI PIT Regulations and the Code across the of Events or Information as per Regulation 30 of the the Company and its subsidiaries, on a consolidated basis, To build awareness in this area, the Company has been
Company. Mr. Nandakumar S. Tirumalai, Chief Financial SEBI Listing Regulations are available on the website for all services to B S R & Co. LLP, Statutory Auditors and all conducting awareness sessions during induction of
Officer, has been designated as the ‘Chief Investor of the Company at https://www.tatachemicals.com/ entities in the network firm/entity of which they are a part. new employees and also periodically for permanent
Relations Officer’ to ensure timely, adequate, uniform MaterialityPolicy.htm. employees, third-party employees and contract workmen
and universal dissemination of information and disclosure Dividend Distribution Policy as adopted by the Company Disclosures in relation to the Sexual Harassment through online modules and webinars. The IC conducts
of UPSI. of Women at Workplace (Prevention, Prohibition periodical meetings for reviewing the implementation of
pursuant to Regulation 43A of the SEBI Listing Regulations and Redressal) Act, 2013
The Company has in place a digital platform for ensuring is available on the website of the Company at https://www. As per the requirement of the Sexual Harassment of Women this Policy.
compliance with the provisions of the SEBI PIT Regulations tatachemicals.com/DividendDistPolicy.htm at Workplace (Prevention, Prohibition & Redressal) Act, 2013 Legal Compliance Management Tool
and the Tata Code of Conduct for Prevention of Insider (‘POSH Act’) and Rules made thereunder, the Company has
Trading. During the year under review, the Company also Accounting Treatment in preparation of Financial formed an Internal Committee (‘IC’) for its workplaces to The Company has in place an online legal compliance
took various steps to sensitise the Designated Persons Statements address complaints pertaining to sexual harassment in management tool, which has been devised to ensure
by holding virtual sessions and sending mailers for The Company has prepared the Financial Statements in accordance with the POSH Act. The Company has a detailed and monitor compliance with all applicable laws that
creating awareness. accordance with the Indian Accounting Standards (Ind AS) impact the Company’s business. System-based alerts

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