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Annexure 7 to Board’s Report
FORM No. MR-3

Secretarial Audit Report for the Financial Year Ended
0DUFK

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014]

To, (c) The Securities and Exchange Board of India (Issue of
The Members, Capital and Disclosure Requirements) Regulations, 2009
TATA CHEMICALS LIMITED and amendments from time to time (Not applicable to
the Company during the audit period);
We have conducted the Secretarial Audit of the compliance of
applicable statutory provisions and the adherence to good corporate (d) The Securities and Exchange Board of India (Share Based
practices by Tata Chemicals Limited (hereinafter called the Company). Employee Benefits) Regulations, 2014 (Not applicable
Secretarial Audit was conducted in a manner that provided us a to the Company during the audit period);
reasonable basis for evaluating the corporate conducts/statutory (e) The Securities and Exchange Board of India (Issue and
compliances and expressing our opinion thereon. Listing of Debt Securities) Regulations, 2008;

Based on our verification of the Company’s books, papers, minute (f) The Securities and Exchange Board of India (Registrars
books, forms and returns filed and other records maintained by the to an Issue and Share Transfer Agents) Regulations, 1993
Company, the information provided by the Company, its officers, regarding the Companies Act and dealing with client
agents and authorised representatives during the conduct of (Not applicable to the Company during the audit
secretarial audit, the explanations and clarifications given to us and period);
the representations made by the Management, we hereby report that
(g) The Securities and Exchange Board of India (Delisting
in our opinion, the Company has, during the audit period covering the
of Equity Shares) Regulations, 2009; (Not applicable to
financial year ended on 31 March, 2018, generally complied with the
the Company during the audit period); and
statutory provisions listed hereunder and also that the Company has
proper Board processes and compliance mechanism in place to the (h) The Securities and Exchange Board of India (Buyback of
extent, in the manner and subject to the reporting made hereinafter: Securities) Regulations, 1998; (Not applicable to the
Company during the audit period).
We have examined the books, papers, minute books, forms and
returns filed and other records made available to us and maintained (vi) Other laws applicable specifically to the Company namely :
by the Company for the financial year ended on 31 March, 2018
1. Food Safety and Standards Act, 2006, rules and
according to the provisions of: regulations thereunder;
(i) The Companies Act, 2013 (the Act) and the rules made 2. Legal Metrology Act, 2009 and rules and regulations
thereunder; thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the 3. The Fertiliser Control Order, 1985.
rules made thereunder;
We have also examined compliance with the applicable clauses
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws of the following:
framed thereunder;
(i) Secretarial Standards issued by The Institute of Company
(iv) Foreign Exchange Management Act, 1999 and the rules Secretaries of India with respect to Board and General
and regulations made thereunder to the extent of Foreign Meetings.
Direct Investment, Overseas Direct Investment and External
(ii) The Listing Agreements entered into by the Company
Commercial Borrowings; with BSE Limited and The National Stock Exchange of
(v) The following Regulations and Guidelines prescribed under India Limited read with the SEBI (Listing Obligations and
the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) Disclosure Requirements) Regulations, 2015.
(a) The Securities and Exchange Board of India (Substantial During the period under review, the Company has complied with
the provisions of the Act, Rules, Regulations, Guidelines, Standards
Acquisition of Shares and Takeovers) Regulations, 2011;
etc. mentioned above. The Company has spent an amount of ` 14.28
(b) The Securities and Exchange Board of India (Prohibition crore against the amount of ` 16.80 crore to be spent during the year
of Insider Trading) Regulations, 2015; towards Corporate Social Responsibility.

78 Annual Report 2017-18