Page 117 - Tata_Chemicals_yearly-reports-2017-18

Terms of Reference The subsidiaries of the Company function independently with
The terms of reference of the RMC, inter alia, are as under: an adequately empowered Board of Directors and sufficient
resources. For more effective governance, Independent
ʀ Review the Company’s risk governance structure,
Directors have been appointed on the Board of key operating
risk assessment and risk management practices and subsidiaries. The minutes of Board Meetings of subsidiaries are
guidelines, policies and procedures for risk assessment
placed before the Board of the Company for its review on a
and risk management;
quarterly basis and a statement of all significant transactions
ʀ Review and approve the Enterprise Risk Management
and arrangements entered into by the unlisted subsidiary
(ERM) framework;
companies are also placed before the Board.
ʀ Review the Company’s risk appetite and strategy
relating to key risks, including market risk, product risk Pursuant to the explanation under Regulation 16(1)(c) of the
and reputational risk, as well as the guidelines, policies Listing Regulations, the Company has formulated a policy for
and processes for monitoring and mitigating such risks; determining material subsidiaries which is disclosed on the
ʀ Oversee Company’s process and policies for determining Company’s website at www.tatachemicals.com. The Company
risk tolerance and review management’s measurement has complied with other requirements under Regulation Integrated Report
and comparison of overall risk tolerance to established 24 of the Listing Regulations with regard to the subsidiary
levels; companies.
ʀ Review and analyse risk exposure related to specific 9. GENERAL BODY MEETINGS
issues and provide oversight of risk across organisation;
Day, date and time of AGMs held during the last
ʀ Review compliance with risk policies, monitor breach/
3 years and Special Resolutions passed are given as below:
trigger trips of risk tolerance limits and direct action;
ʀ Nurture a healthy and independent risk management Year Day and Date Time Special Resolutions
function in the Company.
2016-17 Wednesday, 3.00 p.m. There was no matter that required
Meetings Held 9 August, 2017 passing of Special Resolution
During FY 2017-18, 3 (three) meetings were held on 2015-16 Thursday, 3.00 p.m. There was no matter that required
18 April, 2017, 18 July, 2017 and 18 January, 2018. 11 August, 2016 passing of Special Resolution
2014-15 Tuesday, 3.00 p.m. There was no matter that required
Composition and Attendance Statutory Reports
11 August, 2015 passing of Special Resolution
Name of the Category No. of Attendance
The above meetings were held at Birla Matushri Sabhagar,
Member meetings (%)
19, Vithaldas Thackersey Marg, Mumbai 400 020.
attended
Dr. Y.S.P. Thorat ID 3 100 ʀ A National Company Law Tribunal convened Meeting
(Chairman) of the equity shareholders of the Company was held
Mr. Nasser Munjee ID 3 100 on 8 May, 2017 at 3:00 p.m. at Birla Matushri Sabhagar,
Mr. S. Padmanabhan NED 3 100 19, Sir Vithaldas Thackersey Marg, Marine Lines,
Mumbai 400 020 pursuant to the Order dated
Mr. R. Mukundan MD 3 100
1 March, 2017 of the Hon’ble National Company Law
Mr. John Mulhall CFO 3 100
Tribunal, Mumbai, for obtaining the approval of the
ID - Independent Director; NED - Non-Executive Director; Members of the Company by requisite majority for
MD - Managing Director & CEO; CFO - Chief Financial Officer the Scheme of Arrangement between Tata Chemicals
Notes: Limited and Yara Fertilisers India Private Limited under
Sections 230 to 232 of the Companies Act, 2013 for
Mr. Nasser Munjee has ceased to be a member of RMC with Financial Statements
effect from 1 April, 2018 and Mr. Zarir Langrana has been sale of Urea and Customised Fertilisers business of the
inducted as a member of RMC with effect from 1 April, 2018. Company.
The Company has a well-defined risk management framework Postal Ballot
in place. The risk management framework adopted by the
a) During the year, pursuant to Sections 230-232 read with
Company is discussed in detail in the Management Discussion Section 110 of the Act and Companies (Management
and Analysis chapter of this Annual Report. & Administration) Rules, 2014 and Regulation 44 of
the Listing Regulations, the Company had provided
8. SUBSIDIARY COMPANIES
the facility of remote e-voting and Postal Ballot to its
Regulation 16 of the Listing Regulations defines a ‘material Members as well as facility of voting through electronic
subsidiary’ as subsidiary, whose income or net worth exceeds voting at the venue of the Meeting for obtaining the
20% of the consolidated income or net worth respectively, approval of the Members of the Company by requisite
of the listed entity and its subsidiaries in the immediately majority for the Scheme of Arrangement between
preceding accounting year. Under this definition, the Company Tata Chemicals Limited and Yara Fertilisers India Private
does not have any unlisted material subsidiary incorporated in Limited for sale of Urea and Customised Fertilisers
India. business of the Company (‘Scheme of Arrangement’).
Corporate Governance Report 115