Mobile Nav

Market

DIRECTOR'S REPORT

Tata Chemicals Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 15042.08 Cr. P/BV 1.22 Book Value (₹) 484.43
52 Week High/Low (₹) 744/543 FV/ML 10/1 P/E(X) 13.01
Bookclosure 08/07/2019 EPS (₹) 45.37 Div Yield (%) 2.12
Year End :2019-03 

TO THE MEMBERS OF TATA CHEMICALS LIMITED

The Directors hereby present their Eightieth Annual Report on the performance of the Company together with the audited financial statements for the Financial Year (‘FY’) ended March 31, 2019.

Financial Results

(Rs. in crore)

Particulars

Standalone

Consolidated

Year ended March 31, 2019

Year ended March 31, 2018

Year ended March 31, 2019

Year ended March 31, 2018

Revenue from operations

4,080.86

3,524.17

11,296.33

10,345.36

Profit after exceptional gain, before depreciation and finance costs

1,458.60

1,116.65

2,577.03

2,414.49

Depreciation and amortisation expense

143.23

126.55

571.39

518.01

Profit before finance costs

1,315.37

990.10

2,005.64

1,896.48

Finance costs

95.54

86.51

363.10

325.58

Profit before share of profit of joint ventures and tax

1,219.83

903.59

1,642.54

1,570.90

Share of profit of joint ventures

-

-

99.21

49.23

Profit before tax

1,219.83

903.59

1,741.75

1,620.13

Tax expense

302.11

279.12

346.92

60.13

Profit from continuing operations after tax

917.72

624.47

1,394.83

1,560.00

Profit from discontinued operations after tax

(7.98)

1,142.49

(7.98)

1,142.49

Profit for the year

909.74

1,766.96

1,386.85

2,702.49

Attributable to:

- Equity shareholders of the Company

909.74

1,766.96

1,155.91

2,433.08

- Non-controlling interests

-

-

230.94

269.41

Other comprehensive income (‘OCI’)

232.99

1,031.58

586.13

1,108.80

Total comprehensive income

1,142.73

2,798.54

1,972.98

3,811.29

Balance in retained earnings at the beginning of the year

6,435.12

4,072.61

4,626.08

1,509.39

Profit for the year (attributable to equity shareholders of the Company)

909.74

1,766.96

1,155.91

2,433.08

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

6,675.25

6,435.12

5,192.86

4,626.08

Dividend

For FY 2018-19, the Board of Directors has recommended a dividend of RS. 12.50 per share i.e. 125% (previous year RS. 22 per share i.e. 220% including a special dividend of RS. 11 per share i.e. 110% to reflect one time income on account of the sale of the Fertiliser Business) on the Ordinary Shares of the Company. If declared by the Members at the ensuing Annual General Meeting (‘AGM’), the total dividend outgo during FY 2019-20 would amount to RS. 378.90 crore including dividend distribution tax (previous year RS. 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, 2017, approved the sale of its Phosphatic Fertilisers Business and the Trading Business comprising bulk and non-bulk fertilisers and all related assets situated at Haldia in West Bengal (‘Divestment Business’) to IRC Agrochemicals Private Limited (‘IRC’), wholly owned subsidiary of Indorama Holdings BV, Netherlands. In terms of Section 180(1)(a) of the Companies Act, 2013 (‘the Act’), approval of the Members of the Company was obtained on January 10, 2018 for the proposed transaction under the provisions of Section 110 of the Act read with applicable Rules through postal ballot.

During the year under review, the Company received requisite regulatory approvals and pursuant to fulfillment of conditions precedent as provided in the Business Transfer Agreement, the Company transferred the Divestment Business to IRC after receiving the consideration on June 1, 2018.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits for FY 2018-19 in the Retained Earnings.

Deposits from Public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Performance Review & State of Company’s Affairs Standalone:

For FY 2018-19, the revenue from Continuing Operations was RS. 4,080.86 crore as against RS. 3,524.17 crore for FY 2017-18, up by 16%. Earnings before interest, tax, depreciation and amortisation (‘EBITDA’) from Continuing Operations increased from RS. 922.16 crore in FY 2017-18 to RS. 1,001.66 crore in FY 2018-19, an increase of 9%. Profit before tax from Continuing Operations increased from RS. 903.59 crore in FY 2017-18 to RS. 1,219.83 crore in FY 2018-19, an increase of 35%. Profit after tax from Continuing Operations increased from RS. 624.47 crore in FY 2017-18 to RS. 917.72 crore in FY 2018-19, an increase of 47%. Profit for the year (Continuing Operations and Discontinued Operations) decreased from RS. 1,766.96 crore (includes exceptional pre-tax gain of RS. 1,213.99 crore relating to Discontinued Operations) in FY 2017-18 to RS. 909.74 crore in FY 2018-19, decrease of 49%.

Consolidated:

For FY 2018-19, the consolidated revenue from Continuing Operations was RS. 11,296.33 crore as against RS. 10,345.36 crore for FY 2017-18, up by 9%. EBITDA from Continuing Operations decreased from RS. 2,190.69 crore in FY 2017-18 to RS. 2,095.06 crore in FY 2018-19, registering decrease of 4%. Profit before tax from Continuing Operations was RS. 1,741.75 crore in FY 2018-19, an increase of 8% over RS. 1,620.13 crore in FY 2017-18. Profit after tax from Continuing Operations decreased from RS. 1,560.00 crore in FY 2017-18 to RS. 1,394.83 crore in FY 2018-19, decrease of 11%. Profit for the year (Continuing Operations and Discontinued Operations) decreased from RS. 2,702.49 crore in FY 2017-18 (includes exceptional pre-tax gain of RS. 1,213.99 crore relating to Discontinued Operations) to RS. 1,386.85 crore in FY 2018-19, decrease of 49%. Profit for the year attributable to equity shareholders of the Company decreased from RS. 2,433.08 crore in FY 2017-18 (includes exceptional pre-tax gain of RS. 1,213.99 crore relating to Discontinued Operations) to RS. 1,155.91 crore in FY 2018-19, decrease of 52%.

Change in Segment Reporting

During the year under review, post divestment of the Fertilisers Business and based on the recommendation of the Audit Committee, the Board of Directors revised the segment reporting of the Company as under:

Basic Chemistry Products consisting of Soda Ash and other Bulk Chemicals

Consumer Products consisting of Branded Consumer Products

Specialty Products consisting of Nutritional Solutions, Agri Solutions and Advanced Materials

1. Basic Chemistry Products

1.1 India Operations

For FY 2018-19, the Basic Chemistry Products (‘BCP’) business achieved a strong growth of 16% in the revenue from operations of RS. 3,071.92 crore against RS. 2,653.74 crore in the previous year.

In FY 2018-19, Indian Chemistry Operations reported a strong financial and operational performance. The market momentum of previous year continued till the first half of FY 2018-19. In the second half of FY 2018-19, domestic capacity additions in Soda Ash and Sodium Bicarbonate increased the availability of these products. This performance was achieved largely through operational excellence with relentless focus on optimising costs and serving customers efficiently.

The business continued to maximise throughput of all key products. A significant rise in the input energy costs led to some pressure on profitability which was adequately mitigated by a strict control on the Company’s operational costs and market price revisions.

All the products except Cement achieved a strong financial and operational performance largely on account of firm demand growth in end user segments. In the second half of FY 2018-19, challenges in input costs from increase in energy costs and currency depreciation affected the profit margins.

Soda Ash

After achieving a phenomenal growth of12% in the domestic demand of Soda Ash in FY 2017-18, the domestic demand for Soda Ash during FY 2018-19 grew at 4%, driven by a broad based 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 lakh tonnes p.a. in Mithapur remained flat compared to the previous year. During the year under review, the internal consumption of Soda Ash was 1.26 lakh tonnes. In addition, the Company supplemented its Mithapur Soda Ash volumes with imports from its overseas subsidiary companies to meet customer requirements. The strong growth in demand and firming up of the international prices during the year contributed to better price realisations.

Sodium Bicarbonate

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 the year which resulted in pressure on prices. However, the Company maintained its realisations and volumes with some changes in target markets. The Company continued to focus on both volume and value growth of Bicarb in line with long term growth prospects of Bicarb and its variants. Mithapur registered the highest ever Bicarb production of 1.11 lakh tonnes and sales of 1.03 lakh tonnes during the year. The price realisation for Bicarb showed good gains as the share of value added and differentiated brands targeted towards specific consumer segments of the Bicarb portfolio continued to show strong growth. “Medikarb” which is the Company’s pharma grade Bicarb completed one year of market presence and the response is encouraging. The Company aims to scale up the volumes in this specialised pharma segment.

Salt

The Company achieved a production landmark by crossing 1 million tonnes of Iodised salt production in Mithapur in FY 2018-19. The Iodised salt production in Mithapur was 10,68,338 tonnes, 9% higher than the previous year.

Marine Chemicals

In Marine Chemicals, Bromine registered its highest ever production of 2,440 tonnes and sales of 2,439 tonnes during the year under review.

Cement

The Cement production volume remained low at 4.09 lakh tonnes during FY 2018-19 which was 18% lower than the production for FY 2017-18 on account of a shutdown due to plant maintenance. While the market demand for the Cement was higher by 7% during FY 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 by 7.30% during the year, principally due to two potentially insurable break-downs in the power plant and other planned and unplanned maintenance. The expectation for the coming year is that production volumes would be restored to levels in FY 2017-18 as reliability is improved, partially through capital spending.

During FY 2018-19, the sales volumes were lower by 4.40%, due to decreased production levels, yet TCNA sold-out all production due to positive market conditions. TCNA posted gross revenue of US$ 475.82 million (RS. 3,325.79 crore) for the year ended March 31, 2019 against US$ 497.60 million (RS. 3,207.27 crore) in the previous year. Revenue decreased for the year due to lower sales volumes and increased to a lesser extent, about US$ 11 million (RS. 76.89 crore), due to favourable pricing and market mix.

For FY 2018-19, EBITDA at TCNA was US$ 97.90 million (RS. 684.28 crore) against US$ 106.70 million (RS. 687.73 crore) in the previous year due to reduced production and sales volumes. More specifically, reductions in pension expenses, selling general & administrative expenses, variable costs and planned reductions in fixed costs were more than offset by decreased revenue, decreased operating leverage (spreading fixed costs over lower production volumes), increased maintenance expenses and increases in energy prices.

Profit Before Tax and Profit After Tax and non-controlling interest for FY 2018-19 were at US$ 82.30 million (RS. 575.24 crore) and US$ 54.60 million (RS. 381.63 crore) respectively against US$ 73.70 million (RS. 475.03 crore) and US$ 70.50 million (RS. 454.41 crore) respectively in the previous year. Profits for the year included an unusual US$ 16.43 million (RS. 114.86 crore) gain from writing-off, upon dismissal by a court, a liability acquired with the purchase of the company in 2009. TCNA received significant benefits from US tax reforms with the continuation of the mining percentage depletion allowance, removal of Alternative Minimum Tax (‘AMT’) applicable to businesses and a reduction of the corporate tax rate such that the effective tax rate expected in future years is roughly 5%.

1.2.2 Tata Chemicals Europe Limited and British Salt Limited

Tata Chemicals Europe Limited’s business consists of Soda Ash, Sodium Bicarbonate and energy units while British Salt Limited manufactures and sells industrial and food grade salt. Together they 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 (RS. 1,448.79 crore) against £168 million (RS. 1,436.53 crore) in the previous year. The reduction was mainly 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 June 2018.

Sodium Bicarbonate sales were strong throughout the year, especially from the Winnington plant. The UK Operations maintained its core UK market share and experienced growth 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 unanticipated reduction in income of approximately £0.60 million (Rs.5.50 crore).

In the Salt business, sales volumes were strong throughout the year but lower realisation in certain markets and increase in energy costs resulted in reduced profitability.

The participation in the EU Emissions Trading Scheme has been affected significantly by Brexit. The absence of free allowances for offset against actual emissions of carbon dioxide and the advanced Brexit-related timetable for surrendering allowances resulted in an additional cash outflow of £7.20 million (RS. 66.05 crore) and exceptional charge to the statement of profit and loss of £4.20 million (RS. 38.84 crore).

EBITDA for FY 2018-19 for the UK Operations was £14.50 million (RS. 133.02 crore) as against £25.50 million (RS. 218.04 crore) for FY 2017-18. The loss after tax for FY 2018-19 was £4.20 million (RS. 38.53 crore) as against profit after tax of £6.90 million (RS. 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 previous year.

TCML achieved total sales of US$ 73.79 million (RS. 515.76 crore) for FY 2018-19 as against the sales of US$ 76.54 million (RS. 493.34 crore) in the previous year, a decrease of 3.59%.

For FY 2018-19, TCML registered an EBIDTA of US$ 9.87 million (RS. 68.99 crore) as against the EBIDTA of

US$ 13.14 million (RS. 84.69 crore) in the previous year, lower by 25%. Decline in EBIDTA was on account of lower sales volume, higher fixed costs and higher rail haulage charges.

Net Profit at TCML was at US$ 2.66 million (RS. 18.59 crore) as against the Net Profit of US$ 6.20 million (RS. 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 land rates which was subsequently struck down and quashed by the local Court, on TCML taking up the matter legally. TCML would be working with the appropriate national authorities and the county government to arrive at a fair, transparent and appropriate process and resolution through mediation.

1.2.4 Tata Chemicals International Pte Limited

The primary activities of Tata Chemicals International Pte Limited (‘TCIPL’), a wholly owned subsidiary of the Company, constitute trading, procurement and holding investments in overseas subsidiaries. TCIPL engages in trading of Soda Ash in South East 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 (RS. 824.63 crore) as against US$ 86.75 million (RS. 559.14 crore) and Other Income representing dividend from its wholly owned subsidiaries was US$ 18.40 million (RS. 128.61 crore) as against US$ 14.90 million (RS. 96.04 crore), for the previous year. For FY 2018-19, the Profit after tax was US$ 1.24 million (RS. 8.67 crore) as against US$ 5.30 million (RS. 34.16 crore) for FY 2017-18.

2. Consumer Products Salt and Related Products

The Company achieved a landmark of crossing 1 million tonnes of Iodised salt production in Mithapur in a span of one year in FY 2018-19. The Iodised salt production in Mithapur was 1,068,338 tonnes, 9% higher than the previous year. The milestone was complemented with the Tata Salt brand crossing 1 million tonnes of sales, another historic achievement for the Company. Overall, branded salt sales were at 1,154,645 tonnes in FY 2018-19. 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 of 1,024,660 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 Lite grew by 13% in sales volume and achieved volumes of 22,821 tonnes in FY 2018-19. I Shakti salt continued to address the iodisation movement, complementing Tata Salt with a sale of 81,039 tonnes in FY 2018-19.

Pulses

Tata Sampann Pulses have a unique advantage and position as the only national player in the branded packaged pulses space. Although the category is still dominated by loose dals, increasing consumer awareness about health and the importance of protein quality in the diet is driving the growth in branded packaged pulses. The Company has achieved healthy growth in revenues and volumes in Tata Sampann Pulses.

Spices

Branded Spices category in India witnessed a double digit growth and the trend is expected to continue next year as well. It forms more than 25% of the total market and presents a huge opportunity for a branded offering.

The sales revenue and volumes of Tata Sampann Spices have grown at a healthy rate over the previous year.

3. Specialty Products Agri Solutions

The Agri Solutions business is carried through Rallis India Limited (‘Rallis’) and Metahelix Life Sciences Limited (‘Metahelix’), subsidiaries of the Company.

The consolidated revenues of Agri Solutions business for FY 2018-19 was at RS. 1,983.96 crore as against RS. 1,808.46 crore in the previous year, up by 10.78%. Consolidated net profit as on March 31, 2019 stood at RS. 154.78 crore, lower by 7.32% over the consolidated net profit of RS. 167.02 crore in the previous year. Standalone revenue from operations for FY 2018-19 was at RS. 1,671.50 crore, 11.55% higher than the previous year’s revenue of RS. 1,515.94 crore. The Net Profit at RS. 128.98 crore for FY 2018-19 was lower by 8.84% against the net profit of RS. 141.49 crore in the previous year.

Despite the irregular monsoon pattern and constrained acreages of few key crops in important geographies, Rallis was able to grow in the Herbicides segment by 6.50% against the previous year. Even in areas where the industry faced regulatory issues, Rallis managed to maintain its business due to acceptance of Rallis Samrudh Krishi at both channel and farmer level. Rallis’ International Business Division achieved a revenue growth of 35.80% during the year, growing to RS. 650 crore, against

RS. 479 crore for FY 2017-18. During the year under review, Rallis gaineRs. 11 registration approvals in several countries. Rallis also launched one new product during the year. Oliver, a herbicide used for post emergence control of grasses, which causes significant losses to the commercial crops.

Plant Growth Nutrients consists of Biologicals, Bio stimulants, Micronutrients and water soluble fertilisers which are gaining farmer level acceptance as part of Integrated Crop Management. This year, Rallis registered a 51% growth in its bio stimulant, Tata Bahaar and a 57% growth in its micronutrient surplus. As one of the branding initiatives, to reflect the image and value perception, new packs of Tata Bahaar and Solubor were launched during the year and were well appreciated by the customers.

Rallis performed as per the seeds revenue plans for the year and generateRs. 3% higher gross contribution over previous year. Despite restrictions on co-marketing of products in certain states, Rallis managed to liquidate the cotton seeds planned for its brand in Maharashtra by supporting and complementing the efforts of Metahelix. Rallis will henceforth focus on building and growing the Seeds portfolio through the Metahelix. Rallis will ensure that the farmers and channel partners are served without any discontinuity by closely co-ordinating with the Metahelix ecosystem.

Nutritional Solutions

Tata NQ:

Nutritional Solutions Business offers science-backed innovative ingredients and formulations. Leveraging its knowledge in at-scale biotechnology, food technology and biogenomics, the Company caters to multiple end segments around gut microbiota modulation and personalised health solutions.

Fructo-oligosaccharides (‘FOS’) have garnered wide acceptance as a prebiotic dietary fibre and a healthy sweetener for categories such as dairy, bakery and confectionery. The business performance was driven through a mix of FOS manufactured at Sriperumbudur and complementary products in the food ingredient space. Strong plant performance backed by encouraging customer response on new products increased revenues to RS. 41.18 crore for FY 2018-19. This has been achieved by collaborating and co-creating with customers in a project mode.

FY 2018-19 was a milestone year towards incremental investments in infrastructure and capabilities. With a committed capital outlay of RS. 270 crore, the construction of a world-class 5,000 tonnes p.a. manufacturing plant at Nellore, Andhra Pradesh, is in the last stage of completion. During the year, various clinical research were undertaken to understand the mechanisms and pathways through which FOS and Galacto-oligosaccharide (‘GOS’) improves human health. This will enable the Company to convert key international customers and build a portfolio of formulations targeted at improving gut health through preventive measures such as reduction in the onset of early-stage inflammation. The business has established global distribution network and initiated customer engagement.

Tata Nx:

Tata Nx, a new age range of nutritional solution specially crafted for today’s health-conscious generation is the Company’s foray into Indian nutrateuticals for retail. It promises to deliver nutrition in its best form, backed by science. Tata Nx is the result of applying innovative food science, combined with the Company’s traditional strengths in consumer products. Tata Nx has been designed to meet the nutritional needs of the new age Indian and will have product offerings in replacement, correction and nourishment areas of food.

Tata Nx Zero Sugar, launched in July 2018, is a 100% natural table-top sweetener made from lactose, Steviol Glycosides (naturally occurring extracts from stevia leaves) and a fruit extract. A one of its kind, non-artificial sugar substitute, Tata Nx Zero Sugar has a low Glycaemic Index (‘GI’), which makes it an ideal sweetener for people who have been advised to reduce their sugar intake or avoid sugar and for people who are calorie conscious.

FY 2018-19 was a milestone year towards redesigning the product, price, pack and the brand offer basis the learning’s of a small scale test pilot. The business kicked off with healthy margin contribution, affordable pack selling units and setting up channels for selling in India like the Amazon, Big Basket and Medplus in the online market and modern trade channels in select cities. New capabilities for digital marketing are being enabled in house to service the online channels as the brand Tata Nx is expanding its reach.

Advanced Materials

Silica

Over the last few years, the Company’s Innovation Centre at Pune has focused its R&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 is the youngest addition to the new Specialty Products business segment. In addition to leveraging the Company’s expertise in nano-chemistry, the entry into Silica business facilitates participation in a large global and domestic market poised for significant growth through specialty, differentiated and customised products leveraging the Company’s unique proprietary know-how. The Company believes that trends such as tightening automotive emission standards in the tyre application segment and increasing demand for high performance products across diverse application segments are among the key macro-drivers for growth. Additionally, Silica allows the Company to leverage its Soda Ash value chain linkages while offering significant value addition.

The Company completed the acquisition of a Precipitated Silica plant at Cuddalore in Tamil Nadu in the first half of FY 2018-19. Subsequently, the Company focused on enhancing the site’s operational readiness to maximise throughput of the existing product portfolio while meeting requisite safety and quality specifications. In parallel, the Company worked to accelerate the business development and production of the specialty grades 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 FY 2019-20.

This acquisition is part of a larger planned investment in the business including planned 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 Oxide, which was developed at the Innovation Centre and finds multiple applications for its anti-microbial, anti-fungus and UV blocking properties. The Company is presently working with paints, coatings & adhesives, plastics & polymers and personal care & cosmetics industries to build the portfolio.

Lithium

In line with the Company’s strategy to grow its Specialty Products Business, the Company is considering entry into the Lithium-ion battery sector to develop cell chemistries to meet Indian applications. The Government of India has started promoting the use of Electric Vehicles (‘EV’) in the country through incentives, policy changes and 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 Actives and 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 for Electronics Technology (‘CMET’), the Company is planning to develop state-of-the-art technology for manufacture of cathode materials and the recovery and purification of cathode (Lithium, Cobalt, Manganese and Nickel compounds) and anode active ingredients from spent lithium-ion cells / batteries.

Finance

During the year under review, the Company continued to focus on working capital management. Backed by a focused and robust cash management, the Company generated other income of RS. 254.59 crore from the pool of cash surplus investments in money market instruments (FY 2017-18: RS. 91.71 crore).

There was no requirement for raising long term borrowing or availing short term finance. In the month of October 2018, the Company repaid, upon maturity, the second installment of US$ 63.27 million out of the external commercial borrowings of US$ 190 million raised during FY 2013-14. The loan of RS. 307.95 crore availed against subsidy receivables under the Special Banking Arrangement Scheme from the Department of Fertilizers, Government of India, during March 2018, was liquidated during April 2018. The gross outstanding balance of subsidy receivables as on March 31, 2019 was RS. 282.45 crore (March 31, 2018: RS. 858.69 crore).

During the year under review, Tata Chemicals Magadi Limited, the Kenya based overseas subsidiary of the Company, refinanced US$ 48 million loan, amortising over 30 to 60 months 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 IMACID, a joint venture, paid dividends of RS. 24.34 crore (FY 2017-18: RS. 36.50 crore) and RS. 58.43 crore (FY 2017-18: RS. 9.82 crore) respectively to the Company. Tata Chemicals North America Inc., a step-down subsidiary of the Company, paid a dividend of US$ 20 million (RS. 139.79 crore) [FY 2017-18: US$ 12.34 million (RS. 79.54 crore)]; its utilisation includes operational requirements and external finance costs at Tata Chemicals International Pte. Ltd., Singapore. Another step-down overseas subsidiary of the Company, Tata Chemicals South Africa (Proprietary) Limited paid a dividend equivalent to US$ 1.42 million (RS. 9.93 crore) during the year.

Credit Ratings

There were no changes in the credit ratings of the Company. As on March 31, 2019, the Company had the following credit ratings:

- Long Term Corporate Family Rating of Ba 1 /Stable from Moody’s Investors Service

- Long Term Issuer Default Rating (IDR) of BB with Stable outlook from Fitch Ratings

- INR denominated Non-Convertible Debentures of RS. 250 crore are rated at CARE AA with Stable outlook by CARE Ratings and BWR AA (Stable) by Brickwork Ratings

- Long Term bank facilities (fund-based limits) of RS. 1,897 crore and short term bank facilities (non-fund based limits) of RS. 2,448 crore are rated at CARE AA (Outlook: Stable) and CARE A1 , respectively, by CARE Ratings

- Commercial Paper of RS. 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 as under:

- 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 is presented 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 Responsibility Report initiatives taken from an environmental, social and governance perspective in the prescribed 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 dealing with related party transactions which is available on the Company’s website at the link: https://www.tatachemicals.com/upload/ content_pdf/tcl-related-party-transactions-policy-February-5-2019.pdf During the year under review, the Company amended the said Policy in line with the amendments to the Listing Regulations.

All related party transactions entered into during FY 2018-19 were on an arm’s length basis and in the ordinary course of business. No material related party transactions were entered into during the financial year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company.

All transactions with related parties were reviewed and approved by the Audit Committee. 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 length basis. The transactions entered into pursuant to the omnibus approval so granted are reviewed by the internal audit team. Thereafter, a statement giving details of all related party transactions, entered pursuant to omnibus approval so granted, is placed before the Audit Committee on a quarterly basis for its review.

The details of the transactions with related parties are provided in the accompanying financial statements.

Risk Management Policy

The Enterprise Risk Management process aims to develop Risk Intelligent culture within the Company to encourage risk informed business decision-making.

The Risk Management Policy of the Company lays down the framework of Risk Management promoting a proactive approach in identifying, evaluating, reporting and resolving risks associated with the business. Mechanisms for identification and prioritisation of risks include scanning the business environment and internal risk factors. Analysis of the risks identified is carried out by way of focused discussion at the meetings of the empowered Risk Management Group (Senior Leadership team), respective Business level/ Subsidiary level Committee and Risk Management Committee (‘RMC’) of the Board.

The Risk Management Policy is periodically reviewed for its relevance in a continuously changing business environment.

The robust governance structure has also helped in the integration of the Enterprise Risk Management process with the Company’s strategy and planning processes where emerging risks 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 and business plan. The respective risk owner selects a series of actions to align risks with the Company’s risk appetite and risk tolerance levels to reduce the potential impact of the 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 of mitigation actions are monitored and reviewed. The risk management process has been rolled out to overseas subsidiaries including domestic business.

Although non-mandatory during the year, the Company constituted a RMC to oversee the risk management efforts in the Company under the Chairmanship of Dr. Y. S. P. Thorat, Independent Director. The RMC meets quarterly to review key strategic and tactical risks and assess the status of mitigation measures. RMC assists the Audit Committee and the Board 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 which forms part of this Annual Report. In the opinion of the Board there is no risk which may threaten the existence of the Company.

Dividend Distribution Policy

In accordance with Regulation 43A of the Listing Regulations, it is mandatory for the top 500 listed entities, based on market capitalisation, as on March 31 of every financial year to formulate a Dividend Distribution Policy (‘Policy’) and disclose the same in the Annual Report and on the website of the Company.

Accordingly, the Board of Directors of the Company has adopted the Policy which endeavours for fairness, consistency and sustainability while distributing profits to the shareholders. The Policy is attached to this Report as Annexure 1 and same is available on the Company’s website at https://www.tatachemicals.com/upload/content_ pdf/d i vide nd-di st rib ution-pol icy-clean-mode-amended-onJuly-25-2018.pdf During the year, the 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 governed by the CSR, Safety and Sustainability Committee of the Board. The Corporate Social Responsibility Policy (‘CSR Policy’) approved by the Board guides in designing CSR activities for improving quality of life of society and conserving the environment and bio-diversity in a sustainable manner.

The Company has adopted a participatory approach in designing need based CSR programs which are implemented through Tata Chemicals Society for Rural Development (‘TCSRD’), Okhai Centre for Empowerment, Uday Foundation, Ncourage Social Enterprise Foundation and in partnership with various government and non-government institutions. The Company carried out its CSR activities in Gujarat, Uttar Pradesh, West Bengal, Tamil Nadu, Maharashtra, Madhya Pradesh, North Eastern states, etc.

The Company has an integrated approach to community development which helps in touching all aspects of society such as livelihood, education, health, environment and empowerment of the weaker section of the society especially women, scheduled caste and scheduled tribes.

The overall CSR activities of the Company have been named as BEACoN which stands for Blossom, Enhance, Aspire, Conserve and Nurture.

Blossom: The programme focuses on promoting livelihood of the rural artisans by enhancing their skills and establishing market linkage to handicraft and other products produced locally in the rural areas. The programme started from Mithapur, Gujarat and 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 1,500 artisans across India.

Enhance: The programme focuses on enhancing the quality of life of the rural households dependent on agriculture and allied activities. The program has been designed to improve the land and livestock productivity through improved agriculture development initiatives and introducing new livestock management systems. The agriculture development programme with Coastal Salinity Prevention Cell and Cattle Breed improvement programme in Uttar Pradesh are few of the high impact programs. The Centre of Excellence for Sustainable Agriculture & Farm Excellence (‘C-SAFE’) has been established under TCSRD for supporting the marginalised communities.

Aspire: The programme focuses on the education aspect of students of all levels starting from primary to the post-graduation level and skill aspect of unemployed youth for improving their employable skills. Education support is provided for100% enrollment of children, improving quality of education and scholarship for poor but meritorious students. Youth who are looking for employment are supported with skill trainings and facilitation for employment.

Conserve: The programme focuses on Natural Resource Management & Environmental Conservation through land and water management activities, preservation of biodiversity and mitigation of climate change impacts. ‘Dharti Ko Arpan’ is the flagship programme under Conserve. During the year, the Company has established the Centre of Excellence for Coastal & Marine Diversity through TCSRD in Mithapur.

Nurture: The programme focuses on healthcare, nutrition, sanitation and drinking water solutions to the rural masses. The Holistic Nutrition Program has been taken up with special focus on the first 1,000 days of the child.

The Company provides volunteering opportunity for the employees and family members to contribute to the social well-being of the masses and environment conservation. Every year more than 25,000 volunteering hours are contributed by the volunteers in India. The international presence of the Company also helps raise funds for charities that support health 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 at https://www.tatachemicals.com/upload/content_ pdf/csr-policy_20161012071424.pdf The Annual Report 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 a formal mechanism to the Directors, Employees and its Stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct. Protected disclosures can be made by a whistleblower through several channels. The policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. During the year under review, the Company amended the Whistleblower Policy to provide a clause wherein all employees of the Company are eligible to report any instance of leak of Unpublished Price Sensitive Information.

The details of the Policy are given in the Corporate Governance Report and the Policy is I also posted on the website of the Company at j https://www.tatachemicals.com/upload/content_ j pdfZwhistle-blower-policy-5-feb-2019.pdf

Prevention of Sexual Harassment (‘POSH’)

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes the dignity of all employees. The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace. This is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

Three complaints of sexual harassment were received during the year for which the Company has taken appropriate actions ranging from minor (counselling) to major actions (termination). Various modes like the screen savers, skit, drawing competition and classroom trainings were conducted across locations to spread POSH awareness for the permanent, contractual, third party employees as well as interns.

In addition, the Company also conducted a 2-day session for capability building of the Members of the POSH Committee.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Particulars of Loans, Guarantees and Investments

The Company has not given any loans during the year under review. The details of investments made during the year are given hereunder:

Sr. No.

Name of the Party

Nature of Transaction

Rs. in crore

1.

Ncourage Social Enterprise Foundation

Investment in Equity Shares through Rights Issue

2.50

During the year under review, the Company did not provide any additional corporate guarantees.

Details of loans, guarantees and investments covered under the provisions of Section 186 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 FY 2018-19 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Auditor’s Report thereon forms part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate annual 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 kept at the registered office of the Company and will be available to investors seeking information till the date of the AGM. The same will also be available at the venue of the AGM.

Subsidiary Companies and Joint Ventures

As on March 31, 2019, the Company haRs. 36 (direct and indirect) subsidiaries (5 in India and 31 overseas) and 5 joint ventures.

There were following changes pertaining to subsidiaries during the year:

i. Name of HomefielRs. 2 UK Limited was changed to TCE Group Limited w.e.f. July 17, 2018;

ii. Name of Tata Chemicals Europe Holdings Limited was changed to Natrium Holdings Limited w.e.f. July 17, 2018;

iii. Natronx Technologies LLC, a joint venture company, was dissolved w.e.f. December 5, 2018;

iv. Consequent to Tata Industries Limited (‘TIL’) having obtained approval of its shareholders at a General Meeting held on March 27, 2019, the Company along with Tata Sons Private Limited will exercise joint control over the key activities of TIL. Accordingly, the investment in TIL has been reclassified as a joint venture.

v. During the year under review, Rallis Chemistry Exports Limited, wholly owned susbidiary of Rallis, has made an application to the Registrar of Companies for removal of its 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 structure, the 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 Section 234 read with Sections 230 to 232 of the Act through a Scheme of Merger, subject to the approval of the Reserve Bank of India, if required and the Hon’ble National Company Law Tribunal (‘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, is uploaded 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 amended during 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 as per 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 or tribunals 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 and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The Company has a well-defined delegation of authority with specified limits for approval of expenditure, both capital and revenue. The Company uses an established ERP system to record day-to-day transactions for accounting and financial reporting.

The Audit Committee deliberated with the members of the management, considered the systems as laid down and met the internal auditors and statutory auditors to ascertain, their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed. However, the Company recognises that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated on regular intervals.

Details of internal control system are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Directors and Key Managerial Personnel

Directors

Appointment

During the year under review, the Company appointed Ms. Padmini Khare Kaicker as an Independent Director for a period of five consecutive years w.e.f. April 1, 2018. The Company also appointed Mr. Zarir Langrana as an Executive Director for a period of five years w.e.f. April 1, 2018. These appointments were approved by the Members at the AGM of the Company held on July 25, 2018.

Re-appointment

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. S. Padmanabhan, Non-Executive Director of the Company, retires 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 the Company to hold office for five consecutive years from September 1, 2014 upto August 31, 2019. Pursuant to the provisions of the Act and based on the recommendation of the Nomination and Remuneration Committee (‘NRC’), the Board recommends for the approval of the Members through a Special Resolution, the re-appointment of Ms. Rishi as an Independent Director of the Company for a second term of five consecutive years from September 1, 2019 to August 31, 2024.

Independent Directors

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 the Company. The Company has received declarations from all the Independent Directors confirming 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 from the management.

Mr. Nasser Munjee and Dr. Y. S. P. Thorat were appointed as Independent Directors at the 75th AGM of the Company held on August 21, 2014 for period of 5 years and are holding office till August 20, 2019. The Board places on record its appreciation for their invaluable contribution and guidance during their tenure as Independent Director.

Details of Familiarisation Programme for the Independent Directors are provided separately 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 following are 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

Governance Guidelines

The Company has adopted the Governance Guidelines on Board Effectiveness to fulfill its corporate governance responsibility towards its stakeholders. The Governance Guidelines cover aspects relating to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Director term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director’s remuneration, subsidiary oversight, code of conduct, review 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 on the industry and strategy of the Company.

The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director’s appointment or re-appointment is required. The Committee is also responsible for reviewing the profiles of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

During the year under review, the Board has also identified the list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company and those actually available with the Board.

Constitution of the Scientific Advisory Board

The Board has constituted a Scientific Advisory Board consisting of scientists with relevant domain expertise under the Chairmanship of Dr. C V Natraj with a view to synergise the Research & Development initiatives at the Company’s Innovation Centre, Research & Development Centres of Rallis India Limited and Metahelix Life Sciences Limited, subsidiaries of the Company. Further details in this regard are provided in the Corporate Governance Report.

Criteria for determining Qualifications, Positive Attributes and Independence of a Director

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and the Listing Regulations. The relevant information has been given in Annexure 3 which forms part of this Report.

Board Evaluation

The Board has carried out the annual evaluation of its own performance and that of its Committees and individual Directors for the year pursuant to the provisions of the Act and the corporate governance requirements prescribed under the Listing Regulations.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The criteria for performance evaluation of the Board was based on the Guidance Note issued by SEBI on Board Evaluation which included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long term strategic planning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members. The criteria for performance evaluation of the Committees was based on the Guidance Note issued by SEBI on Board Evaluation which included aspects such as structure and composition of committees, effectiveness of committee meetings, etc.

In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole. They also evaluated the performance of the Chairman (as elected by the Board for each meeting of the Board of Directors) taking into account the views of Executive Directors and Non-Executive Directors. The NRC reviewed the performance of the Board, its Committees and of the Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors and NRC, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed.

Significant highlights, learning and action points with respect to the evaluation were discussed by the Board.

Remuneration Policy

The Company has in place a Remuneration Policy for the Directors, KMP and other employees pursuant to the provisions of the Act and the Listing Regulations which is set out in Annexure 4 which forms part of this Report.

Directors’ Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s), including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2018-19.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 and that such internal financial controls are adequate and are operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable 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, foreign exchange earnings and outgo, as required to be disclosed pursuant to the provisions of Section 134 of the Act read with the Companies (Accounts) Rules, 2014, are provided in Annexure 5 to this Report.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules’) are enclosed as Annexure 6 to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules forms part of this Report. Further, the Report 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 the Registered Office of the Company. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Auditors

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 the Company for a period of five consecutive years. As per the provisions of Section 139 of the Act, they have confirmed that they are not disqualified from continuing as Auditors of the Company.

Further, the report of the Statutory Auditors along with notes to Schedules is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer 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) Rules, 2014, the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant and accordingly it has made and maintained such cost accounts and records. The Board on the recommendation of the Audit Committee has appointed M/s. D. C. Dave & Co., Cost Accountants (Firm Registration No. 000611) as the Cost Auditors of the Company for FY 2019-20 under Section 148 and all other applicable provisions of the Act.

M/s. D. C. Dave & Co., have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment meets the requirements of Section 141 (3)(g) of the Act. They have further confirmed their independent status and an arm’s length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution for seeking Members’ ratification for the remuneration payable to M/s. D. C. Dave & Co. is included 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 of the Company. The report of the Secretarial Auditors is enclosed as Annexure 7 to this Report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in their Report.

Reporting of Fraud

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

Other Disclosures

I. Details of Board Meetings

During the year under review, 9 (nine) Board Meetings were held, details of which are provided in the Corporate Governance Report.

II. Composition of Audit Committee

During the year under review, the Audit Committee comprised four (4) Members out of which 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 are provided in the Corporate Governance Report. During the year under review, there were no instances 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 Independent Director. During the year, four (4) CSR, Safety and Sustainability Committee meetings 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 the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries 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 of Annual 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 the Company’s website at https://www.tatachemicals.com/ Investors/AGM-documents

Acknowledgements

The Directors wish to place on record their appreciation for the continued support and co-operation by Financial Institutions, Banks, Government Authorities and other stakeholders. Your Directors also acknowledge the support extended by the Company’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

Attention Investors :
Prevent Unauthorised transactions in your account --> Update your mobile numbers/email IDs with your stock brokers. Receive information of your transactions directly from Exchange on your mobile / email at the end of the day .......... Issued in the interest of investors
Attention Investors :
Prevent Unauthorized Transactions in your demat account --> Update your Mobile Number with your Depository Participant. Receive alerts on your Registered Mobile for all debit and other important transactions in your demat account directly from NSDL on the same day......................issued in the interest of investors.
Attention Investors :
KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
Attention Investors :
No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account.
“Investment in securities market are subject to market risks, read all the related documents carefully before investing”.