TO THE MEMBERS OF TATA CHEMICALS LIMITED
The Directors hereby present their Eightieth Annual Report on the performance of theCompany together with the audited financial statements for the Financial Year ('FY') endedMarch 31 2019.
(र in crore)
| ||Standalone ||Consolidated |
|Particulars ||Year ended ||Year ended ||Year ended ||Year ended |
| ||March 31 2019 ||March 31 2018 ||March 31 2019 ||March 31 2018 |
|Revenue from operations ||4080.86 ||3524.17 ||11296.33 ||10345.36 |
|Profit after exceptional gain before depreciation and finance costs ||1458.60 ||1116.65 ||2577.03 ||2414.49 |
|Depreciation and amortisation expense ||143.23 ||126.55 ||571.39 ||518.01 |
|Profit before finance costs ||1315.37 ||990.10 ||2005.64 ||1896.48 |
|Finance costs ||95.54 ||86.51 ||363.10 ||325.58 |
|Profit before share of profit of joint ventures and tax ||1219.83 ||903.59 ||1642.54 ||1570.90 |
|Share of profit of joint ventures ||- ||- ||99.21 ||49.23 |
|Profit before tax ||1219.83 ||903.59 ||1741.75 ||1620.13 |
|Tax expense ||302.11 ||279.12 ||346.92 ||60.13 |
|Profit from continuing operations after tax ||917.72 ||624.47 ||1394.83 ||1560.00 |
|Profit from discontinued operations after tax ||(7.98) ||1142.49 ||(7.98) ||1142.49 |
|Profit for the year ||909.74 ||1766.96 ||1386.85 ||2702.49 |
|Attributable to: || || || || |
|- Equity shareholders of the Company ||909.74 ||1766.96 ||1155.91 ||2433.08 |
|- Non-controlling interests ||- ||- ||230.94 ||269.41 |
|Other comprehensive income ('OCI') ||232.99 ||1031.58 ||586.13 ||1108.80 |
|Total comprehensive income ||1142.73 ||2798.54 ||1972.98 ||3811.29 |
|Balance in retained earnings at the beginning of the year ||6435.12 ||4072.61 ||4626.08 ||1509.39 |
|Profit for the year (attributable to equity shareholders of the Company) ||909.74 ||1766.96 ||1155.91 ||2433.08 |
|Remeasurement of defined employee benefit plans ||(1.93) ||21.42 ||82.14 ||116.94 |
|Transfer from OCI - sale of non-current investment ||2.98 ||903.98 ||4.39 ||903.98 |
|Dividends including tax on dividend ||(670.66) ||(329.85) ||(675.66) ||(337.31) |
|Balance in retained earnings at the end of the year ||6675.25 ||6435.12 ||5192.86 ||4626.08 |
For FY 2018-19 the Board of Directors has recommended a dividend of र 12.50 pershare i.e. 125% (previous year र 22 per share i.e. 220% including a special dividend ofर 11 per share i.e. 110% to reflect one time income on account of the sale of theFertiliser Business) on the Ordinary Shares of the Company. If declared by the Members atthe ensuing Annual General Meeting (AGM') the total dividend outgo during FY2019-20 would amount to र 378.90 crore including dividend distribution tax (previousyear र 670.66 crore including dividend distribution tax).
Divestment of Fertiliser Business
The Board of Directors of the Company at its meeting held on November 6 2017approved the sale of its Phosphatic Fertilisers Business and the Trading Businesscomprising bulk and non-bulk fertilisers and all related assets situated at Haldiain West Bengal (Divestment Business') to IRC Agrochemicals Private Limited(IRC') wholly owned subsidiary of Indorama Holdings BV Netherlands. In terms ofSection 180(1)(a) of the Companies Act 2013 (the Act') approval of the Members ofthe Company was obtained on January 10 2018 for the proposed transaction under theprovisions of Section 110 of the Act read with applicable Rules through postal ballot.
During the year under review the Company received requisite regulatory approvals andpursuant to fulfillment of conditions precedent as provided in the Business TransferAgreement the Company transferred the Divestment Business to IRC after receiving theconsideration on June 1 2018.
Transfer to Reserves
The Board of Directors has decided to retain the entire amount of profits for FY2018-19 in the Retained Earnings.
Deposits from Public
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
Performance Review & State of Company's Affairs
For FY 2018-19 the revenue from Continuing Operations was र 4080.86 crore asagainst र 3524.17 crore for FY 2017-18 up by 16%. Earnings before interesttax depreciation and amortisation (EBITDA') from Continuing Operations increasedfrom र 922.16 crore in FY 2017-18 to र 1001.66 crore in FY 2018-19 anincrease of 9%. Profit before tax from Continuing Operations increased from र 903.59crore in FY 2017-18 to र 1219.83 crore in FY 2018-19 an increase of 35%. Profit aftertax from Continuing Operations increased from र 624.47 crore in FY 2017-18 to र917.72 crore in FY 2018-19 an increase of 47%. Profit for the year (Continuing Operationsand Discontinued Operations) decreased from र 1766.96 crore (includes exceptionalpre-tax gain of र 1213.99 crore relating to Discontinued Operations) in FY2017-18 to र 909.74 crore in FY 2018-19 decrease of 49%.
For FY 2018-19 the consolidated revenue from Continuing Operations was र 11296.33crore as against र 10345.36 crore for FY 2017-18 up by 9%. EBITDA fromContinuing Operations decreased from र 2190.69 crore in FY 2017-18 to र 2095.06crore in FY 2018-19 registering decrease of 4%. Profit before tax from ContinuingOperations was र 1741.75 crore in FY 2018-19 an increase of 8% over र 1620.13 crorein FY 2017-18. Profit after tax from Continuing Operations decreased from र 1560.00crore in FY 2017-18 to र 1394.83 crore in FY 2018-19 decrease of 11%. Profitfor the year (Continuing Operations and Discontinued Operations) decreased from र2702.49 crore in FY 2017-18 (includes exceptional pre-tax gain of र 1213.99 crorerelating to Discontinued Operations) to र 1386.85 crore in FY 2018-19 decreaseof 49%. Profit for the year attributable to equity shareholders of the Company decreasedfrom र 2433.08 crore in FY 2017-18 (includes exceptional pre-tax gain of र1213.99 crore relating to Discontinued Operations) to र 1155.91 crore in FY2018-19 decrease of 52%.
Change in Segment Reporting
During the year under review post divestment of the Fertilisers Business andbased on the recommendation of the Audit Committee the Board of Directors revised thesegment reporting of the Company as under: Basic Chemistry Products consisting of Soda Ashand other Bulk Chemicals Consumer Products consisting of Branded Consumer ProductsSpecialty Products consisting of Nutritional Solutions Agri Solutions and AdvancedMaterials
1. Basic Chemistry Products
1.1 India Operations
For FY 2018-19 the Basic Chemistry Products ('BCP') business achieved a strong growthof 16% in the revenue from operations of र 3071.92 crore against र 2653.74 crore inthe previous year.
In FY 2018-19 Indian Chemistry Operations reported a strong financial and operationalperformance. The market momentum of previous year continued till the first half of FY2018-19. In the second half of FY 2018-19 domestic capacity additions in Soda Ashand Sodium Bicarbonate increased the availability of these products. Thisperformance was achieved largely through operational excellence with relentless focus onoptimising costs and serving customers efficiently.
The business continued to maximise throughput of all key products. A significant risein the input energy costs led to some pressure on profitability which was adequatelymitigated by a strict control on the Company's operational costs and market pricerevisions.
All the products except Cement achieved a strong financial and operational performancelargely on account of firm demand growth in end user segments. In the second half of FY2018-19 challenges in input costs from increase in energy costs and currency depreciationaffected the profit margins.
After achieving a phenomenal growth of 12% in the domestic demand of Soda Ash in FY2017-18 the domestic demand for Soda Ash during FY 2018-19 grew at 4% driven by a broadbased growth in key application industries including glass detergents and chemicals.Both the manufacturing volumes at 8.17 lakh tonnes p.a. and the sales volume at 6.94 lakhtonnes p.a. in Mithapur remained flat compared to the previous year. During the year underreview the internal consumption of Soda Ash was 1.26 lakh tonnes. In addition theCompany supplemented its Mithapur Soda Ash volumes with imports from its overseassubsidiary companies to meet customer requirements. The strong growth in demand andfirming up of the international prices during the year contributed to better pricerealisations.
Domestic Sodium Bicarbonate ('Bicarb') demand registered a growth of just under 6% p.a.in FY 2018-19. New domestic capacities increased Bicarb availability in second half of theyear which resulted in pressure on prices. However the Company maintained itsrealisations and volumes with some changes in target markets. The Company continued tofocus on both volume and value growth of Bicarb in line with long term growth prospects ofBicarb and its variants. Mithapur registered the highest ever Bicarb production of 1.11lakh tonnes and sales of 1.03 lakh tonnes during the year. The price realisation forBicarb showed good gains as the share of value added and differentiated brands targetedtowards specific consumer segments of the Bicarb portfolio continued to show stronggrowth. "Medikarb" which is the Company's pharma grade Bicarb completed oneyear of market presence and the response is encouraging. The Company aims to scale up thevolumes in this specialised pharma segment.
The Company achieved a production landmark by crossing 1 million tonnes ofIodised salt production in Mithapur in FY 2018-19. The Iodised salt production in Mithapurwas 1068338 tonnes 9% higher than the previous year.
In Marine Chemicals Bromine registered its highest ever production of 2440 tonnes andsales of 2439 tonnes during the year under review.
The Cement production volume remained low at 4.09 lakh tonnes during FY 2018-19which was 18% lower than the production for FY 2017-18 on account of a shutdown due toplant maintenance. While the market demand for the Cement was higher by 7% duringFY 2018-19 the profitability was affected on account of prices remaining flat.
1.2 Overseas Operations
1.2.1 Tata Chemicals North America Inc.
The production volumes at Tata Chemicals North America Inc. (TCNA') were lower by7.30% during the year principally due to two potentially insurable break-downs in thepower plant and other planned and unplanned maintenance. The expectation for the comingyear is that production volumes would be restored to levels in FY 2017-18 as reliabilityis improved partially through capital spending.
During FY 2018-19 the sales volumes were lower by 4.40% due to decreasedproduction levels yet TCNA sold-out all production due to positive marketconditions. TCNA posted gross revenue of US$ 475.82 million (र 3325.79 crore)for the year ended March 31 2019 against US$ 497.60 million (र 3207.27 crore) in theprevious year. Revenue decreased for the year due to lower sales volumes and increased toa lesser extent about US$ 11 million (र 76.89 crore) due to favourable pricingand market mix.
For FY 2018-19 EBITDA at TCNA was US$ 97.90 million र (684.28 crore) against US$106.70 million (र 687.73 crore) in the previous year due to reduced production and salesvolumes. More specifically reductions in pension expenses selling general &administrative expenses variable costs and planned reductions in fixed costs were morethan offset by decreased revenue decreased operating leverage (spreading fixed costs overlower production volumes) increased maintenance expenses and increases in energyprices.
Profit Before Tax and Profit After Tax and non-controlling interest for FY 2018-19 wereat US$ 82.30 million (र 575.24 crore) and US$ 54.60 million (र 381.63 crore)respectively against US$ 73.70 million (र 475.03 crore) and US$ 70.50 million (र454.41 crore) respectively in the previous year. Profits for the year included an unusualUS$ 16.43 million (र 114.86 crore) gain from writing-off upon dismissal by a courta liability acquired with the purchase of the company in 2009. TCNA received significantbenefits from US tax reforms with the continuation of the mining percentage depletionallowance removal of Alternative Minimum Tax (AMT') applicable to businesses and areduction of the corporate tax rate such that the effective tax rate expected in futureyears is roughly 5%.
1.2.2 Tata Chemicals Europe Limited and British Salt Limited
Tata Chemicals Europe Limited's business consists of Soda Ash SodiumBicarbonate and energy units while
British Salt Limited manufactures and sells industrial and food grade salt. Togetherthey are referred as UK Operations of the Company in this Report.
The turnover of the UK Operations for FY 2018-19 was 157.93 million (र 1448.79crore) against 168 million (र 1436.53 crore) in the previous year. The reduction wasmainly due to the planned reduction in sales of low margin imported Soda Ash.Availability of Soda Ash at Lostock facility was also lower due to a fire incident in June2018.
Sodium Bicarbonate sales were strong throughout the year especially from theWinnington plant. The UK Operations maintained its core UK market share and experiencedgrowth in exports into Europe and the rest of the world.
The combined heat and power facility at Winnington performed well throughout the year.However sudden unexpected changes in government regulations caused an unanticipatedreduction in income of approximately 0.60 million ( र 5.50 crore).
In the Salt business sales volumes were strong throughout the year but lowerrealisation in certain markets and increase in energy costs resulted in reducedprofitability.
The participation in the EU Emissions Trading Scheme has been affected significantly byBrexit. The absence of free allowances for offset against actual emissions of carbondioxide and the advanced Brexit-related timetable for surrendering allowances resulted inan additional cash outflow of 7.20 million (र 66.05 crore) and exceptional charge tothe statement of profit and loss of 4.20 million (र 38.84 crore).
EBITDA for FY 2018-19 for the UK Operations was 14.50 million (र 133.02crore) as against 25.50 million र (218.04 crore) for FY 2017-18. The loss after taxfor FY 2018-19 was 4.20 million (र 38.53 crore) as against profit after tax of6.90 million (र 59.00 crore) for FY 2017-18.
1.2.3 Tata Chemicals Magadi Limited
During the year under review the production volumes at Tata Chemicals Magadi Limited(TCML') were lower by 8% and sales volumes were lower by 15% against the previousyear.
TCML achieved total sales of US$ 73.79 million (र 515.76 crore) for FY 2018-19as against the sales of US$ 76.54 million (र 493.34 crore) in the previous yeara decrease of 3.59%.
For FY 2018-19 TCML registered an EBIDTA of US$ 9.87 million (र 68.99 crore)as against the EBIDTA of
US$ 13.14 million ( र 84.69 crore) in the previous year lower by 25%. Decline inEBIDTA was on account of lower sales volume higher fixed costs and higher rail haulagecharges.
Net Profit at TCML was at US$ 2.66 million (र 18.59 crore) as against the Net Profitof US$ 6.20 million (र 39.96 crore) in the previous year due to higher finance costs(rising LIBOR) and other costs.
The county government issued a demand during the year for an arbitrary increase in landrates which was subsequently struck down and quashed by the local Court on TCML taking upthe matter legally. TCML would be working with the appropriate national authorities andthe county government to arrive at a fair transparent and appropriate process andresolution through mediation.
1.2.4 Tata Chemicals International Pte Limited
The primary activities of Tata Chemicals International Pte Limited (TCIPL') awholly owned subsidiary of the Company constitute trading procurement and holdinginvestments in overseas subsidiaries. TCIPL engages in trading of Soda Ash in SouthEast Asia Middle East and India and manages procurement of some key raw materials.
TCIPL is also exploring opportunities in allied products in these markets.
For FY 2018-19 TCIPL's revenue was US$ 117.98 million (र 824.63 crore) as againstUS$ 86.75 million ( र 559.14 crore) and Other Income representing dividend fromits wholly owned subsidiaries was US$ 18.40 million (र 128.61 crore) as againstUS$ 14.90 million (र 96.04 crore) for the previous year. For FY 2018-19 the Profitafter tax was US$ 1.24 million (र 8.67 crore) as against US$ 5.30 million (र34.16 crore) for
2. Consumer Products
Salt and Related Products
The Company achieved a landmark of crossing 1 million tonnes of Iodised saltproduction in Mithapur in a span of one year in FY 2018-19. The Iodised salt production inMithapur was 1068338 tonnes 9% higher than the previous year. The milestone wascomplemented with the Tata Salt brand crossing 1 million tonnes of sales another historicachievement for the Company. Overall branded salt sales were at 1154645 tonnes in FY2018-19. The Company retained a strong market share in the Salt market.
Tata Salt grew by 11% in sales volume over the previous year to reach sales volume of1024660 tonnes in FY_ 2018-19.
It continues to be the largest distributed brand reaching
19 lakh retail outlets and 170 million households across India. Tata Salt Litegrew by 13% in sales volume and achieved volumes of 22821 tonnes in FY_2018-19. I Shaktisalt continued to address the iodisation movement complementing Tata Salt with asale of 81039 tonnes in FY_2018-19.
Tata Sampann Pulses have a unique advantage and position as the only national player inthe branded packaged pulses space. Although the category is still dominated by loose dalsincreasing consumer awareness about health and the importance of protein quality in thediet is driving the growth in branded packaged pulses. The Company has achieved healthygrowth in revenues and volumes in Tata Sampann Pulses.
Branded Spices category in India witnessed a double digit growth and the trend isexpected to continue next year as well. It forms more than 25% of the total market andpresents a huge opportunity for a branded offering.
The sales revenue and volumes of Tata Sampann Spices have grown at a healthy rate overthe previous year.
3. Specialty Products
The Agri Solutions business is carried through Rallis India Limited ('Rallis') andMetahelix Life Sciences Limited ('Metahelix') subsidiaries of the Company.
The consolidated revenues of Agri Solutions business for FY 2018-19 was at र1983.96 crore as against र 1808.46 crore in the previous year up by 10.78%.Consolidated net profit as on March 31 2019 stood atD 154.78 crore lower by 7.32%over the consolidated net profit of र 167.02 crore in the previous year. Standalonerevenue from operations for FY 2018-19 was at र 1671.50 crore 11.55% higherthan the previous year's revenue of र 1515.94 crore. The Net Profit at र 128.98crore for FY 2018-19 was lower by 8.84% against the net profit of र 141.49 crore in theprevious year.
Despite the irregular monsoon pattern and constrained acreages of few key crops inimportant geographies Rallis was able to grow in the Herbicides segment by 6.50% againstthe previous year. Even in areas where the industry faced regulatory issues Rallismanaged to maintain its business due to acceptance of Rallis Samrudh Krishi at bothchannel and farmer level. Rallis' International Business Division achieved a revenuegrowth of 35.80% during the year growing to र 650 crore against
D 479 crore for FY 2017-18. During the year under review Rallis gained 11 registrationapprovals in several countries. Rallis also launched one new product during the year.Oliver a herbicide used for post emergence control of grasses which causes significantlosses to the commercial crops.
Plant Growth Nutrients consists of Biologicals Bio stimulants Micronutrients andwater soluble fertilisers which are gaining farmer level acceptance as part of IntegratedCrop Management. This year Rallis registered a 51% growth in its bio stimulant TataBahaar and a 57% growth in its micronutrient surplus. As one of the branding initiativesto reflect the image and value perception new packs of Tata Bahaar and Soluborwere launched during the year and were well appreciated by the customers.
Rallis performed as per the seeds revenue plans for the year and generated 3% highergross contribution over previous year. Despite restrictions on co-marketing of products incertain states Rallis managed to liquidate the cotton seeds planned for its brand inMaharashtra by supporting and complementing the efforts of Metahelix. Rallis willhenceforth focus on building and growing the Seeds portfolio through the Metahelix. Ralliswill ensure that the farmers and channel partners are served without any discontinuity byclosely co-ordinating with the Metahelix ecosystem.
Nutritional Solutions Business offers science-backed innovative ingredients andformulations. Leveraging its knowledge in at-scale biotechnology food technology andbiogenomics the Company caters to multiple end segments around gut microbiota modulationand personalised health solutions.
Fructo-oligosaccharides ('FOS') have garnered wide acceptance as a prebiotic dietaryfibre and a healthy sweetener for categories such as dairy bakery and confectionery. Thebusiness performance was driven through a mix of FOS manufactured at Sriperumbudur andcomplementary products in the food ingredient space. Strong plant performance backed byencouraging customer response on new products increased revenues to र 41.18 crore for FY2018-19. This has been achieved by collaborating and co-creating with customers ina project mode.
FY 2018-19 was a milestone year towards incremental investments in infrastructure andcapabilities. With a committed capital outlay of र 270 crore the construction of aworld-class 5000 tonnes p.a. manufacturing plant at Nellore Andhra Pradesh is in thelast stage of completion. During the year various clinical research were undertaken tounderstand the mechanisms and pathways through which FOS and Galacto-oligosaccharide('GOS') improves human health. This will enable the Company to convert key internationalcustomers and build a portfolio of formulations targeted at improving gut health throughpreventive measures such as reduction in the onset of early-stage inflammation. Thebusiness has established global distribution network and initiated customer engagement.
Tata Nx a new age range of nutritional solution specially crafted for today'shealth-conscious generation is the Company's foray into Indian nutrateuticals forretail. It promises to deliver nutrition in its best form backed by science. Tata Nx isthe result of applying innovative food science combined with the Company's traditionalstrengths in consumer products. Tata Nx has been designed to meet the nutritional needs ofthe new age Indian and will have product offerings in replacement correction andnourishment areas of food.
Tata Nx Zero Sugar launched in July 2018 is a 100% natural table-top sweetener madefrom lactose Steviol Glycosides (naturally occurring extracts from stevia leaves) and afruit extract. A one of its kind non-artificial sugar substitute Tata Nx ZeroSugar has a low Glycaemic Index ('GI') which makes it an ideal sweetener for people whohave been advised to reduce their sugar intake or avoid sugar and for people who arecalorie conscious.
FY 2018-19 was a milestone year towards redesigning the product price pack and thebrand offer basis the learning's of a small scale test pilot. The business kicked off withhealthy margin contribution affordable pack selling units and setting up channels forselling in India like the Amazon Big Basket and Medplus in the online market and moderntrade channels in select cities. New capabilities for digital marketing are being enabledin house to service the online channels as the brand Tata Nx is expanding its reach.
Over the last few years the Company's Innovation Centre at Pune has focused itsR&D efforts on chemistry based nano-material solutions to help seed new businesses.
The Company's Advance Materials - Silica business is the result of such efforts and isthe youngest addition to the new Specialty Products business segment. In addition toleveraging the Company's expertise in nano-chemistry the entry into Silica businessfacilitates participation in a large global and domestic market poised for significantgrowth through specialty differentiated and customised products leveraging the Company'sunique proprietary know-how. The Company believes that trends such as tighteningautomotive emission standards in the tyre application segment and increasing demand forhigh performance products across diverse application segments are among the keymacro-drivers for growth. Additionally Silica allows the Company to leverage its Soda Ashvalue chain linkages while offering significant value addition.
The Company completed the acquisition of a Precipitated Silica plant at Cuddalore inTamil Nadu in the first half of FY 2018-19. Subsequently the Company focused onenhancing the site's operational readiness to maximise throughput of the existing productportfolio while meeting requisite safety and quality specifications. In parallel theCompany worked to accelerate the business development and production of the specialtygrades of Highly Dispersible Silica ('HDS') developed at the Innovation Centre in Pune.The Company is targeting commercial production with significant ramp-up of volumes in FY2019-20.
This acquisition is part of a larger planned investment in the business includingplanned expansion of capacity and continued investment in R&D and Sales &Distribution capability.
Nano Zinc Oxide
Under the Specialty Products Business the Company has entered into Nano Zinc Oxidewhich was developed at the Innovation Centre and finds multiple applications for itsanti-microbial anti-fungus and UV blocking properties. The Company is presently workingwith paints coatings & adhesives plastics & polymers and personal care &cosmetics industries to build the portfolio.
In line with the Company's strategy to grow its Specialty Products Business theCompany is considering entry into the Lithium-ion battery sector to develop cellchemistries to meet Indian applications. The Government of India has started promoting theuse of Electric Vehicles ('EV') in the country through incentives policy changesand own consumption with a view to achieve a major shift to EVs by 2030.
The Company intends to set up operations in Li-ion Batteries Battery Activesand Li-Recycling to cater the growing EV revolution in India at the appropriate time.Through established collaborations with Central Electro Chemical Research Institute('CECRI') Indian Space Research Organisation ('ISRO') and Centre for Materials forElectronics Technology ('CMET') the Company is planning to develop state-of-the-arttechnology for manufacture of cathode materials and the recovery and purification ofcathode (Lithium Cobalt Manganese and Nickel compounds) and anode activeingredients from spent lithium-ion cells / batteries.
During the year under review the Company continued to focus on working capitalmanagement. Backed by a focused and robust cash management the Company generated otherincome of र 254.59 crore from the pool of cash surplus investments in moneymarket instruments (FY 2017-18: र 91.71 crore).
There was no requirement for raising long term borrowing or availing short termfinance. In the month of October 2018 the Company repaid upon maturity thesecond installment of US$ 63.27 million out of the external commercial borrowings of US$190 million raised during FY 2013-14. The loan of र 307.95 crore availed againstsubsidy receivables under the Special Banking Arrangement Scheme from the Department ofFertilizers Government of India during March 2018 was liquidated during April 2018. Thegross outstanding balance of subsidy receivables as on March 31 2019 was र 282.45 crore(March 31 2018: र 858.69 crore).
During the year under review Tata Chemicals Magadi Limited the Kenya based overseassubsidiary of the Company refinanced US$ 48 million loan amortising over 30 to 60months and repaid the existing loan of US$ 47.20 million.
Dividends from subsidiaries/joint ventures
During FY 2018-19 Rallis India Limited a subsidiary of the Company and IMACIDa joint venture paid dividends of र 24.34 crore (FY 2017-18: र 36.50 crore) and र58.43 crore (FY 2017-18: र 9.82 crore) respectively to the Company. TataChemicals North America Inc. a step-down subsidiary of the Company paid a dividend ofUS$ 20 million (र 139.79 crore) [FY 2017-18: US$ 12.34 million (र 79.54 crore)]; itsutilisation includes operational requirements and external finance costs at Tata ChemicalsInternational Pte. Ltd. Singapore. Another step-down overseas subsidiary of the CompanyTata Chemicals South Africa (Proprietary) Limited paid a dividend equivalent to US$ 1.42million ( र 9.93 crore) during the year.
There were no changes in the credit ratings of the Company. As on March 31 2019 theCompany had the following credit ratings:
Long Term Corporate Family Rating of Ba1/Stable from Moody's Investors Service
Long Term Issuer Default Rating (IDR) of BB+ with Stable outlook from FitchRatings
INR denominated Non-Convertible Debentures of र 250 crore are rated atCARE AA+ with Stable outlook by CARE Ratings and BWR AA+ (Stable) by Brickwork Ratings
Long Term bank facilities (fund-based limits) of र 1897 crore and short termbank facilities (non-fund based limits) of र 2448 crore are rated at CARE AA+ (Outlook:Stable) and CARE A1+ respectively by CARE Ratings
Commercial Paper of र 600 crore is rated at CRISIL A1+ by CRISIL Ratings
As on March 31 2019 the credit ratings of Tata Chemicals North America Inc. was asunder:
A Corporate Family Rating and rating on Senior Secured Term Loan B &Revolving Credit Facility: Ba3/Stable from Moody's Investors Service
Issuer Credit Ratings of B+/Stable from S&P Global
Management Discussion and Analysis
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (Listing Regulations') the Management Discussion and Analysis ispresented in a separate section forming part of this Annual Report.
Business Responsibility Report
Pursuant to Regulation 34(2)(f) of the Listing Regulations the Business ResponsibilityReport initiatives taken from an environmental social and governance perspective in theprescribed format is available as a separate section of this Annual Report.
Related Party Transactions
The Company has formulated a Policy on Related Party Transactions and manner of dealingwith related party transactions which is available on the Company's website at the link: ht t p s : / / w w w. t a t a c h the m i c a l s . c o m / u p l o a र /content_pdf/tcl-related-party-transactions-policy-February-5-2019.pdf During the yearunder review the Company amended the said Policy in line with the amendments to theListing Regulations.
All related party transactions entered into during FY 2018-19 were on an arm's lengthbasis and in the ordinary course of business. No material related party transactions wereentered into during the financial year by the Company. Accordingly the disclosure ofrelated party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 isnot applicable to the Company.
All transactions with related parties were reviewed and approved by the AuditCommittee. Prior omnibus approval is obtained for related party transactions which are ofrepetitive nature and entered in the ordinary course of business and on an arm's lengthbasis. The transactions entered into pursuant to the omnibus approval so granted arereviewed by the internal audit team. Thereafter a statement giving details of all relatedparty transactions entered pursuant to omnibus approval so granted is placed before theAudit Committee on a quarterly basis for its review.
The details of the transactions with related parties are provided in the accompanyingfinancial statements.
Risk Management Policy
The Enterprise Risk Management process aims to develop Risk Intelligent culture withinthe Company to encourage risk informed business decision-making.
The Risk Management Policy of the Company lays down the framework of Risk Managementpromoting a proactive approach in identifying evaluating reporting and resolving risksassociated with the business. Mechanisms for identification and prioritisation of risksinclude scanning the business environment and internal risk factors. Analysis of the risksidentified is carried out by way of focused discussion at the meetings of the empoweredRisk Management Group (Senior Leadership team) respective Business level/ Subsidiarylevel Committee and Risk Management Committee ('RMC') of the Board.
The Risk Management Policy is periodically reviewed for its relevance in a continuouslychanging business environment.
The robust governance structure has also helped in the integration of the EnterpriseRisk Management process with the Company's strategy and planning processes where emergingrisks are used as inputs in the strategy and planning process.
Identified risks are used as one of the key inputs for the development of strategy andbusiness plan. The respective risk owner selects a series of actions to align risks withthe Company's risk appetite and risk tolerance levels to reduce the potential impact ofthe risk should it occur and/or to reduce the expected frequency of its occurrence.Mitigation plans are finalised with target dates owners are identified and progress ofmitigation actions are monitored and reviewed. The risk management process has been rolledout to overseas subsidiaries including domestic business.
Although non-mandatory during the year the Company constituted a RMC to oversee therisk management efforts in the Company under the Chairmanship of Dr. Y. S. P. ThoratIndependent Director. The RMC meets quarterly to review key strategic and tactical risksand assess the status of mitigation measures. RMC assists the Audit Committee and theBoard of Directors in overseeing the Company's risk management processes and controls.Some of the risks identified are set out in the Management Discussion and Analysis whichforms part of this Annual Report. In the opinion of the Board there is no risk which maythreaten the existence of the Company.
Dividend Distribution Policy
In accordance with Regulation 43A of the Listing Regulations it is mandatory for thetop 500 listed entities based on market capitalisation as on March 31 of every financialyear to formulate a Dividend Distribution Policy (Policy') and disclose the same inthe Annual Report and on the website of the Company.
Accordingly the Board of Directors of the Company has adopted the Policy whichendeavours for fairness consistency and sustainability while distributing profits to theshareholders. The Policy is attached to this Report as Annexure 1 and same isavailable on the Company's website at https://www.tatachemicals.com/upload/content_pdf/dividend-distribution-policy-clean-mode-amended-on_july-25-2018.pdf During the yearthe Company amended the Policy to provide a target range of total dividend payout.
Corporate Social Responsibility
The Corporate Social Responsibility (CSR') activities of the Company are governedby the CSR Safety and Sustainability Committee of the Board. The Corporate SocialResponsibility Policy (CSR Policy') approved by the Board guides in designing CSRactivities for improving quality of life of society and conserving the environment andbio-diversity in a sustainable manner.
The Company has adopted a participatory approach in designing need based CSR programswhich are implemented through Tata Chemicals Society for Rural Development ('TCSRD')Okhai Centre for Empowerment Uday Foundation Ncourage Social Enterprise Foundation andin partnership with various government and non-government institutions. The Companycarried out its CSR activities in Gujarat Uttar Pradesh West Bengal Tamil NaduMaharashtra Madhya Pradesh North Eastern states etc.
The Company has an integrated approach to community development which helps in touchingall aspects of society such as livelihood education health environment and empowermentof the weaker section of the society especially women scheduled caste and scheduledtribes.
The overall CSR activities of the Company have been named as BEACoN which stands forBlossom Enhance Aspire Conserve and Nurture.
Blossom: The programme focuses on promoting livelihood of the rural artisans byenhancing their skills and establishing market linkage to handicraft and other productsproduced locally in the rural areas. The programme started from Mithapur Gujaratand has been scaled up in other states of India like Uttar Pradesh Maharashtra etc.Okhai is the flagship programme which at present is working with more than 1500artisans across India.
Enhance: The programme focuses on enhancing the quality of life of the rural householdsdependent on agriculture and allied activities. The program has been designed to improvethe land and livestock productivity through improved agriculture development initiativesand introducing new livestock management systems. The agriculture development programmewith Coastal Salinity Prevention Cell and Cattle Breed improvement programme in UttarPradesh are few of the high impact programs. The Centre of Excellence for SustainableAgriculture & Farm Excellence ('C-SAFE') has been established under TCSRD forsupporting the marginalised communities.
Aspire: The programme focuses on the education aspect of students of all levelsstarting from primary to the post-graduation level and skill aspect of unemployedyouth for improving their employable skills. Education support is provided for 100%enrollment of children improving quality of education and scholarship for poor butmeritorious students. Youth who are looking for employment are supported with skilltrainings and facilitation for employment.
Conserve: The programme focuses on Natural Resource Management & EnvironmentalConservation through land and water management activities preservation of biodiversityand mitigation of climate change impacts. Dharti Ko Arpan' is the flagship programmeunder Conserve. During the year the Company has established the Centre ofExcellence for Coastal & Marine Diversity through TCSRD in Mithapur.
Nurture: The programme focuses on healthcare nutrition sanitation and drinking watersolutions to the rural masses. The Holistic Nutrition Program has been taken up withspecial focus on the first 1000 days of the child.
The Company provides volunteering opportunity for the employees and family members tocontribute to the social well-being of the masses and environment conservation. Every yearmore than 25000 volunteering hours are contributed by the volunteers in India. Theinternational presence of the Company also helps raise funds for charities that supporthealth care education and biodiversity conservation.
The Company also responds to disasters that hit any part of India.
The CSR Policy is available on the Company's website athttps://www.tatachemicals.com/upload/content_ pdf/csr-policy_20161012071424.pdf The AnnualReport on CSR activities is annexed as Annexure 2 to this report.
Whistleblower Policy and Vigil Mechanism
The Company has adopted a Whistleblower Policy and Vigil Mechanism to provide aformal mechanism to the Directors Employees and its Stakeholders to report their concernsabout unethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct. Protected disclosures can be made by a whistleblower through several channels.The policy provides for adequate safeguards against victimisation of employees who availof the mechanism and also provides for direct access to the Chairman of the AuditCommittee. It is affirmed that no personnel of the Company has been denied access to theAudit Committee. During the year under review the Company amended the WhistleblowerPolicy to provide a clause wherein all employees of the Company are eligible to report anyinstance of leak of Unpublished Price Sensitive Information. The details of the Policy aregiven in the Corporate Governance Report and the Policy is also posted on the website ofthe Company at https://www.tatachemicals.com/upload/content_pdf/whistle-blower-policy-5-feb-2019.pdf
Prevention of Sexual Harassment (POSH')
The Company is an equal opportunity employer and consciously strives to build a workculture that promotes the dignity of all employees. The Company has zero tolerance forsexual harassment at workplace and has adopted a Policy on prevention prohibition andredressal of sexual harassment at workplace. This is in line with the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the Rules framed thereunder.
Three complaints of sexual harassment were received during the year for which theCompany has taken appropriate actions ranging from minor (counselling) to major actions(termination). Various modes like the screen savers skit drawing competition andclassroom trainings were conducted across locations to spread POSH awareness for thepermanent contractual third party employees as well as interns.
In addition the Company also conducted a 2-day session for capability building of theMembers of the POSH Committee.
The Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
Particulars of Loans Guarantees and Investments
The Company has not given any loans during the year under review. The details ofinvestments made during the year are given hereunder:
Sr. Name of the Nature of Transaction र in crore No. Party
1. Ncourage Social Investment in Equity 2.50 Enterprise Shares through RightsFoundation Issue
During the year under review the Company did not provide any additional corporateguarantees.
Details of loans guarantees and investments covered under the provisions of Section186 of the Act are given in the notes to the financial statements.
Consolidated Financial Statements
The consolidated financial statements of the Company and its subsidiaries for FY2018-19 are prepared in compliance with the applicable provisions of the Act and asstipulated under Regulation 33 of the Listing Regulations as well as in accordance withthe Indian Accounting Standards notified under the Companies (Indian Accounting Standards)Rules 2015. The audited consolidated financial statements together with the Auditor'sReport thereon forms part of this Annual Report.
Pursuant to the provisions of Section 136 of the Act the financial statements of theCompany consolidated financial statements along with relevant documents and separateannual accounts in respect of subsidiaries are available on the website of the Company.
The annual accounts of the subsidiaries and related detailed information will be keptat the registered office of the Company and will be available to investors seekinginformation till the date of the AGM. The same will also be available at the venue of theAGM.
Subsidiary Companies and Joint Ventures
As on March 31 2019 the Company had 36 (direct and indirect) subsidiaries (5in India and 31 overseas) and 5 joint ventures.
There were following changes pertaining to subsidiaries during the year: i. Name ofHomefield 2 UK Limited was changed to TCE Group Limited w.e.f. July 17 2018; ii. Name ofTata Chemicals Europe Holdings Limited was changed to Natrium Holdings Limited w.e.f. July17 2018;
iii. Natronx Technologies LLC a joint venture company was dissolved w.e.f. December5 2018;
iv. Consequent to Tata Industries Limited ('TIL') having obtained approval of itsshareholders at a General Meeting held on March 27 2019 the Company along with Tata SonsPrivate Limited will exercise joint control over the key activities of TIL. Accordinglythe investment in TIL has been reclassified as a joint venture.
v. During the year under review Rallis Chemistry Exports Limited wholly ownedsusbidiary of Rallis has made an application to the Registrar of Companies for removal ofits name from the Register of Companies for which the approval is awaited.
With a view to reduce the number of subsidiaries and rationalising the group structurethe Company is in the process of the merger of Bio Energy Venture 1 (Mauritius)Pvt. Ltd. a wholly owned subsidiary with the Company under the provisions of Section234 read with Sections 230 to 232 of the Act through a Scheme of Merger subject to theapproval of the Reserve Bank of India if required and the Hon'ble National Company LawTribunal ('NCLT'). The Scheme is in the process of being filed with NCLT.
The Company's Policy on determining material subsidiaries as approved by the Board isuploaded on the Company's website at
https://www.tatachemicals.com/upload/content_pdf/policy-on-determining-material-subsidiaries-february-5-2019.pdf The Policy was amendedduring the year in line with the amendments to the Listing Regulations.
A report on the financial position of each of the subsidiaries and joint ventures asper the Act is provided in Form AOC-1 attached to the financial statements.
Details of Significant and Material Orders
No significant and material orders were passed by the regulators or the courts ortribunals impacting the going concern status and Company's operations in future.
Internal Financial Controls
Internal financial control systems of the Company are commensurate with its size andthe nature of its operations. These have been designed to provide reasonable assurancewith regard to recording and providing reliable financial and operational informationcomplying with applicable accounting standards and relevant statutes safeguarding assetsfrom unauthorised use executing transactions with proper authorisation and ensuringcompliance of corporate policies. The Company has a well-defined delegation ofauthority with specified limits for approval of expenditure both capital and revenue. TheCompany uses an established ERP system to record day-to-day transactions for accountingand financial reporting.
The Audit Committee deliberated with the members of the management considered thesystems as laid down and met the internal auditors and statutory auditors to ascertaintheir views on the internal financial control systems. The Audit Committee satisfieditself as to the adequacy and effectiveness of the internal financial control system aslaid down and kept the Board of Directors informed. However the Company recognises thatno matter how the internal control framework is it has inherent limitations andaccordingly periodic audits and reviews ensure that such systems are updated on regularintervals.
Details of internal control system are given in the Management Discussion and AnalysisReport which forms part of this Annual Report.
Directors and Key Managerial Personnel
During the year under review the Company appointed Ms. Padmini Khare Kaicker asan Independent Director for a period of five consecutive years w.e.f. April 1 2018. TheCompany also appointed Mr. Zarir Langrana as an Executive Director for a period of fiveyears w.e.f. April 1 2018. These appointments were approved by the Members at the AGM ofthe Company held on July 25 2018.
In accordance with the provisions of Section 152 of the Act and the Articles ofAssociation of the Company Mr. S. Padmanabhan Non-Executive Director of the Companyretires by rotation at the ensuing AGM and being eligible has offered himself for re-appointment.
The Members had appointed Ms. Vibha Paul Rishi as an Independent Director of theCompany to hold office for five consecutive years from September 1 2014 upto August31 2019. Pursuant to the provisions of the Act and based on the recommendation of theNomination and Remuneration Committee ('NRC') the Board recommends for the approval ofthe Members through a Special Resolution the re-appointment of Ms. Rishi as anIndependent Director of the Company for a second term of five consecutive years fromSeptember 1 2019 to August 31 2024.
In terms of Section 149 of the Act Mr. Nasser Munjee Dr. Y. S. P. Thorat Ms.Vibha Paul Rishi and Ms. Padmini Khare Kaicker are the Independent Directors of theCompany. The Company has received declarations from all the Independent Directorsconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Act and Regulation 16(1) (b) of the Listing Regulations and are independent fromthe management.
Mr. Nasser Munjee and Dr. Y. S. P. Thorat were appointed as Independent Directors atthe 75th AGM of the Company held on August 21 2014 for period of 5 years and are holdingoffice till August 20 2019. The Board places on record its appreciation for theirinvaluable contribution and guidance during their tenure as Independent Director.
Details of Familiarisation Programme for the Independent Directors are providedseparately in the Corporate Governance Report.
Key Managerial Personnel (KMP')
In terms of the provisions of Section 2(51) and Section 203 of the Act the followingare the KMP of the Company: Mr. R. Mukundan Managing Director & CEO
Mr. Zarir Langrana Executive Director Mr. John Mulhall Chief Financial Officer
Mr. Rajiv Chandan General Counsel & Company Secretary
The Company has adopted the Governance Guidelines on Board Effectiveness to fulfill itscorporate governance responsibility towards its stakeholders. The Governance Guidelinescover aspects relating to composition and role of the Board Chairman and Directors Boarddiversity definition of independence Director term retirement age and Committees of theBoard. It also covers aspects relating to nomination appointment induction anddevelopment of Directors Director's remuneration subsidiary oversight code of conductreview of Board effectiveness and mandates of Committees of the Board.
Procedure for Nomination and Appointment of Directors
The NRC is responsible for developing competency requirements for the Board based onthe industry and strategy of the Company.
The Board composition analysis reflects in-depth understanding of the Companyincluding its strategies environment operations financial condition and compliancerequirements.
NRC conducts a gap analysis to refresh the Board on a periodic basis including eachtime a Director's appointment or re-appointment is required. The Committee is alsoresponsible for reviewing the profiles of potential candidates vis--vis the requiredcompetencies and meeting potential candidates prior to making recommendations of theirnomination to the Board. At the time of appointment specific requirements for theposition including expert knowledge expected is communicated to the appointee.
During the year under review the Board has also identified the list of core skillsexpertise and competencies of the Board of Directors as are required in the context of thebusinesses and sectors applicable to the Company and those actually available with theBoard.
Constitution of the Scientific Advisory Board
The Board has constituted a Scientific Advisory Board consisting of scientists withrelevant domain expertise under the Chairmanship of Dr. C V Natraj with a view tosynergise the Research & Development initiatives at the Company's Innovation CentreResearch & Development Centres of Rallis India Limited and Metahelix Life SciencesLimited subsidiaries of the Company. Further details in this regard are provided in theCorporate Governance Report.
Criteria for determining Qualifications Positive Attributes and Independence of aDirector
The NRC has formulated the criteria for determining qualifications positive attributesand independence of Directors in terms of provisions of Section 178 (3) of the Act and theListing Regulations. The relevant information has been given in Annexure 3 whichforms part of this Report.
The Board has carried out the annual evaluation of its own performance and that of itsCommittees and individual Directors for the year pursuant to the provisions of the Act andthe corporate governance requirements prescribed under the Listing Regulations.
The performance of the Board and individual Directors was evaluated by the Board afterseeking inputs from all the Directors. The criteria for performance evaluation of theBoard was based on the Guidance Note issued by SEBI on Board Evaluation which includedaspects such as Board composition and structure effectiveness of Board processescontribution in the long term strategic planning etc. The performance of the Committeeswas evaluated by the Board after seeking inputs from the
Committee Members. The criteria for performance evaluation of the Committees was basedon the Guidance Note issued by SEBI on Board Evaluation which included aspects such asstructure and composition of committees effectiveness of committee meetings etc.
In a separate meeting the Independent Directors evaluated the performance ofNon-Independent Directors and performance of the Board as a whole. They also evaluated theperformance of the Chairman (as elected by the Board for each meeting of the Board ofDirectors) taking into account the views of Executive Directors and Non-ExecutiveDirectors. The NRC reviewed the performance of the Board its Committees and of theDirectors. The same was discussed in the Board Meeting that followed the meeting of theIndependent Directors and NRC at which the feedback received from the Directors on theperformance of the Board and its Committees was also discussed.
Significant highlights learning and action points with respect to the evaluation werediscussed by the Board.
The Company has in place a Remuneration Policy for the Directors KMP and otheremployees pursuant to the provisions of the Act and the Listing Regulations which is setout in Annexure 4 which forms part of this Report.
Directors' Responsibility Statement
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory costand secretarial auditors and external consultant(s) including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bythe Management and the relevant Board Committees including the Audit Committee the Boardis of the opinion that the Company's internal financial controls were adequate andeffective during FY 2018-19.
Accordingly pursuant to Section 134(5) of the Act the Board of Directors to the bestof their knowledge and ability confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures;
(b) they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial yearand of the profit of the Company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed pursuant to the provisions ofSection 134 of the Act read with the Companies (Accounts) Rules 2014 are provided in Annexure5 to this Report.
Particulars of Employees
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 (Rules') are enclosed as Annexure 6 to thisReport.
The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) and 5(3) of the Rules forms part of this Report. Further theReport and the Accounts are being sent to the Members excluding the aforesaid statement.In terms of Section 136 of the Act the said statement is open for inspection at theRegistered Office of the Company. Any Member interested in obtaining suchparticulars may write to the Company Secretary at the Registered Office of the Company.
I. Statutory Auditors:
At the AGM held on August 9 2017 M/s. B S R & Co. LLP Chartered Accountants(Firm Registration No. 101248W/ W-100022) were appointed as Statutory Auditors of theCompany for a period of five consecutive years. As per the provisions of Section 139 ofthe Act they have confirmed that they are not disqualified from continuing as Auditors ofthe Company.
Further the report of the Statutory Auditors along with notes to Schedules is a partof the Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
II. Cost Auditors:
As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules2014 the Company is required to prepare maintain as well as have the audit of its costrecords conducted by a Cost Accountant and accordingly it has made and maintained suchcost accounts and records. The Board on the recommendation of the Audit Committee hasappointed M/s. D. C. Dave & Co. Cost Accountants (Firm Registration No. 000611) asthe Cost Auditors of the Company for FY 2019-20 under Section 148 and all other applicableprovisions of the Act.
M/s. D. C. Dave & Co. have confirmed that they are free fromdisqualification specified under Section 141(3) and proviso to Section 148(3) read withSection 141(4) of the Act and that the appointment meets the requirements of Section141(3)(g) of the Act. They have further confirmed their independent status and anarm's length relationship with the Company.
The remuneration payable to the Cost Auditors is required to be placed before theMembers in a General Meeting for their ratification. Accordingly a resolution for seekingMembers' ratification for the remuneration payable to M/s. D. C. Dave & Co. isincluded at Item No. 6 of the Notice convening the AGM.
III. Secretarial Auditor
In terms of Section 204 of the Act and Rules made thereunder M/s. Parikh &Associates Practicing Company Secretaries have been appointed as Secretarial Auditors ofthe Company. The report of the Secretarial Auditors is enclosed as Annexure 7 tothis Report.
There has been no qualification reservation adverse remark or disclaimer given by theSecretarial Auditor in their Report.
Reporting of Fraud
During the year under review the Statutory Auditors Cost Auditors and SecretarialAuditors have not reported any instances of frauds committed in the Company by itsOfficers or Employees to the Audit Committee under Section 143(12) of the Act details ofwhich needs to be mentioned in this Report.
I. Details of Board Meetings
During the year under review 9 (nine) Board Meetings were held details of which areprovided in the Corporate Governance Report.
II. Composition of Audit Committee
During the year under review the Audit Committee comprised four (4) Members out ofwhich three (3) were Independent Directors and one (1) was a Non-Executive Director.During the year nine (9) Audit Committee meetings were held details of which areprovided in the Corporate Governance Report. During the year under review there were noinstances when the recommendations of the Audit Committee were not accepted by the Board.
III. Composition of CSR Safety and Sustainability Committee
The Committee comprises four (4) Members out of which one (1) is an IndependentDirector. During the year four (4) CSR Safety and Sustainability Committeemeetings were held details of which are provided in the Corporate Governance Report.
IV. Secretarial Standards
The Directors have devised proper systems and processes for complying with therequirements of applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems were adequate and operating effectively.
Extract of Annual Return
Pursuant to Section 92(3) of the Act read with the applicable Rules the extract ofAnnual Return in Form MGT 9 is attached as Annexure 8 to this Report.
Further the extract to the Annual Return of the Company can also be accessed on theCompany's website at https://www.tatachemicals.com/ Investors/AGM-documents
The Directors wish to place on record their appreciation for the continued support andco-operation by Financial Institutions Banks Government Authorities and otherstakeholders. Your Directors also acknowledge the support extended by theCompany's Unions and all the employees for their dedicated service.
|On behalf of the Board of Directors || |
|Bhaskar Bhat ||R. Mukundan |
|Director ||Managing Director & CEO |
|Mumbai May 3 2019 || |