Page 81 - Tata_Chemicals_yearly-reports-2017-18

We further report that:
The Board of Directors of the Company is duly constituted with b) The Board of Directors of the Company, at its meeting held
proper balance of Executive Directors, Non-Executive Directors and on 6 November, 2017, approved the sale of its Phosphatic
Independent Directors. The changes in the composition of the Board Fertilisers Business and the Trading Business and all related
of Directors that took place during the period under review were assets situated at Haldia in West Bengal to IRC Agrochemicals
carried out in compliance with the provisions of the Act. Private Limited (‘IRC’), wholly owned subsidiary of Indorama
Holdings BV, Netherlands by way of slump sale and on a going
Adequate notice was given to all directors to schedule the Board
concern basis for a consideration of ` 375 crore. In terms of
Meetings, agenda and detailed notes on agenda were sent
Section 180(1)(a) of the Act, approval of the Members of the
atleast seven days in advance for meetings other than those held at
Company was obtained on 10 January, 2018 for the proposed
shorter notice, and a system exists for seeking and obtaining further
transaction under the provisions of Section 110 of the Act read
information and clarifications on the agenda items before the meeting
with applicable Rules through postal ballot. The proposed
and for meaningful participation at the meeting.
transaction is subject to receipt of all the requisite regulatory
Majority decision is carried through while the dissenting members’ and statutory approvals. Integrated Report
views are captured and recorded as part of the Minutes of the
c) The Board of Directors at their meeting held on 23 March,
Meetings.
2018 approved the Scheme of Amalgamation for the merger
We further report that there are adequate systems and processes of Bio Energy Venture 1 (Mauritius) Pvt. Ltd., a wholly owned
in the Company commensurate with the size and operations of the subsidiary of the Company, with the Company. The merger is
Company to monitor and ensure compliance with applicable laws, subject to the necessary statutory and regulatory approvals,
rules, regulations, guidelines, etc. including approval of the Hon’ble National Company Law
Tribunal.
We further report that during the audit period the following events
For Parikh & Associates
occurred which had bearing on the Company’s affairs in pursuance of
Company Secretaries
the above referred laws, rules, regulations, guidelines, etc.
a) Completion of sale and transfer of Urea and Customized
Fertilisers Business to Yara Fertilisers India Private Limited on Place: Mumbai P. N. Parikh
12 January, 2018 after receipt of requisite regulatory approvals, Date : 18 May, 2018 Partner
fulfillment of Conditions Precedent and sanction of the Hon’ble FCS No: 327 CP No: 1228 Statutory Reports
National Company Law Tribunal;
This Report is to be read with our letter of even date which is annexed
as Annexure A and forms an integral part of this report.

‘ANNEXURE A’
To,
The Members,
TATA CHEMICALS LIMITED
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on
these secretarial records based on our audit.
2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the
contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records.
We believe that the process and practices, we followed provide a reasonable basis for our opinion. Financial Statements
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Management Representation about the Compliance of laws, rules and regulations and
happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management.
Our examination was limited to the verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which
the management has conducted the affairs of the Company.

For Parikh & Associates
Company Secretaries
Place: Mumbai P. N. Parikh
Date : 18 May, 2018 Partner
FCS No: 327 CP No: 1228
Board's Report 79