Integrated Report
Transform Grow Statutory Reports Financial Statements Registered Address Registered Bombay House, 24, House, Bombay Homi Mody Street, Fort, Street, Mody Homi Mumbai - 400001 India. 400001 - Mumbai CIN: L24239MH1939PLC002893 CIN: Telephone: +91 22 6665 8282 6665 22 +91 Telephone: Fax: +91 22 6665 8144 6665 22 +91 Fax:
www.humantouchofchemistry.com www.tatasalt.com www.tatasampann.com www.tatachemicals.com www.tataswach.com www.facebook.com/TataChemicals www.tatanx.in www.facebook.com/humantouchofchemistry www.okhai.org www.twitter.com/TataChemicals 79th Annual Report www.tcsrd.com www.linkedin.com/Company/tata-chemicals
59 2017-18 About this report
Tata Chemicals seeks to go beyond compliance in its corporate reporting. Alongside statutory declarations, this Annual Report includes non-financial information that is disclosed on a voluntary basis in accordance with the Integrated Reporting
Monitoring marine turtle mortality and nesting along the Okhamandal coast Contents
Integrated Report
Introduction 2 Ethics 39 Highlights at a glance 3 Peoples practices 40 Company overview 4 Community 42 MD's message 6 Sustainability 46 Performance highlights 7 Risks 49 Materiality 8 Board of Directors 50 Value creation 10 Management team 52 Strategy and KPIs 12 Basis of report preparation 53 Forward looking statements 53 Consumer products Assurance notice 54 Business overview 16 Results at a glance 56 Case study 20 Statutory Reports Basic chemicals Business overview 22 Board’s report 58 Case study 26 Management discussion and analysis 91 Case study 27 Corporate governance report 108 Business responsibility report 123 Nutritional solutions Business overview - Nx 28 Financial Statements Business overview - NQ 32 Standalone financial statements 135 Agri solutions Consolidated financial statements 190 Case study 34 Form AOC – 1 263 Case study 35 Notice 265 Innovation 36 Financial statistics 283 Safety and Health 38 Attendance slip/proxy form Transform Grow
The world around us is changing rapidly. Forces are combining to disrupt old orders and create exciting new opportunities.
We are on the cusp of a digital-led new industrial revolution. Digital technologies give us unprecedented access allowing us to track our operations at levels previously unavailable. This helps to understand customers better, and to deliver products and services more tightly aligned to their individual needs.
At the same time, we are experiencing a moment of change, as a young generation born, into a globalised world, takes its place as employees, wage earners, consumers and decision-makers.
Those young people are reimagining many aspects of life. They are health conscious and demand healthier food products. They want to deal with companies that share their vision and can show a sense of purpose beyond commercial pro t. They discard traditional markers of success.
So we nd ourselves at a moment of transformation. It is exciting and has immense potential. At Tata Chemicals, we have prepared ourselves for this new era by restructuring our portfolio and investing in the industries of tomorrow. We have taken decisions that allow us to participate in this transformation and to begin a new era of growth.
We believe it has the potential to bene t all stakeholders. This integrated annual report explains in detail what we have achieved and the growth we anticipate.
4 Annual Report 2017-18 Spotlight Global footprint Financial performance Our global supply chain allows us to service our customers e ectively across the world. Segment revenue - consolidated (%) Integrated Report
Winnington, Lostock and Middlewich, UK
Green River Basin, Wyoming, USA Jorf Hasfar, Morocco (JV), North Africa India Magadi, Kenya Segment results PBIT - Statutory Reports consolidated (%)
Mithapur, Gujarat Manufacturing facilities Innovation Centre locations Innovation Centre, Pune
Sriperumbudur, Tamil Nadu Bengaluru, Karnataka
Business sectors Financial Statements • Inorganic chemicals • Consumer products Geographical revenue - • Specialty products - nutritional solutions, advanced materials consolidated (%) and agri inputs (agro chemicals and seeds)
TCL TCNA TCE TCM
2,327 551 385 251 Our consolidated business has ~5,000 employees, TCIPL TCSA Rallis Metahelix including Rallis and Metahelix. 3 11 977 443 7%
TCNA - Tata Chemicals North America, TCE - Tata Chemicals Europe, TCM - Tata Chemicals Magadi, TCIPL - Tata Chemicals International, TCSA - Tata Chemicals South Africa
Highlights at a glance 3 Company overview We are a diverse but closely integrated set of people and businesses with a shared mission to serve society through science. On the path to transforming Established in 1939, Tata Chemicals diversi ed natural soda ash manufacturer. our businesses Limited (TCL or the Company) is a global Through two subsidiaries, Rallis India chemicals company serving the needs of Limited (Rallis) and Metahelix Life Completed sale and transfer of Urea industry, consumers and the agricultural Sciences Limited (Metahelix), we provide Business (Babrala) to Yara Fertilisers India sector. The Company manufactures innovative products and services to the Private Limited in January 2018 inorganic chemicals, consumer products, Indian farm sector. Rallis has a portfolio crop protection and agriculture inputs, of crop protection chemicals, seeds, plant Divested Phosphatic fertiliser and trading and nutritional solutions. We serve growth nutrients, soil conditioners and business (Haldia) to IRC Agrochemicals Private Limited a varied set of customers across ve agri-services and serves the international continents with employees spread across market through contract manufacturing Invested in knowledge-led businesses by four regions. and registration based sales. Metahelix is signing Memorandum of Understanding a world-class biotechnology innovator in (MoU) with Government of Andhra Our approach to business is the eld of seed hybridisation. Pradesh to invest in a green eld • Delivering high performance biotechnology manufacturing unit for for stakeholders In the last 79 years, our deep-rooted food ingredients and formulations • Caring for the community values along with our cultural pillars • Nurturing a committed and have kept us focused on our mission Green eld project under passionate workforce to accomplish our vision. construction in Nellore, Andhra Pradesh for a manufacturing plant of fructooligosaccharides with Growing our businesses Values installed capacity of 5,000 MT of Through our consumer products portfolio, Safety, Passion, Integrity, FructoOligosaccharides (FOS) with a we have positively impacted the lives of Care and Excellence. total investment of ` 270 crore millions of Indians through the iodised and Iron forti ed Tata Salt. The Tata Commitment to invest ` 295 crore for Sampann umbrella brand focuses on Cultural pillars manufacturing silica based products providing everyday nourishing food Proactive cost focus, to consumers such as unpolished high Agile execution, Acquired the precipitated silica business protein dals, low oil absorb besan, and a Collaborative innovation and of Allied Silica Limited in Cuddalore, Tamil wide range of uniquely developed spices. Trusting relationships. Nadu for upto ` 123 crore to manufacture Our nutritional solutions business through Highly Dispersible Silica (HDS) and other silica based products developed at our its umbrella brands NQ and Nx provides Innovation Centre innovative range of prebiotics and Mission healthier alternatives to regular sugar. Serving society through Handling the water puri er business as science. a Corporate Social Responsibility (CSR) Our inorganic chemicals business is a initiative to serve communities that do not specialised manufacturer of soda ash, Vision have access to clean drinking water sodium bicarbonate and allied products. To be a sustainable Company These are consumed as inputs to diverse with deep customer insights Launched Multigrain Khichdi, Nutri Mix industries such as glass, detergents, and engaging relationship Chillas, and Organic pulses with Star textiles, feed, mining and chemical with all stakeholders in Bazaar and Amazon in Mumbai, Pune, processing across the globe. The global industrial chemicals, branded Bengaluru, Hyderabad, Delhi NCR, Kolkata chemicals business has a competitive agriculture and consumer Launched MedikarbTM, India’s rst branded advantage, as it is the world’s most products. pharmaceutical-grade sodium bicarbonate
4 Annual Report 2017-18 Ownership structure of Tata Chemicals Organisational structure - our businesses
Product pro le
TCL Soda ash, allied chemicals, sodium bicarbonate, cement, and advance Chemicals materials. TCE Integrated Report Light soda ash, sodium bicarbonate, sodium chloride, calcium chloride, crex, and heavy soda ash TCNA Dense soda ash, natural light soda ash, and synthetic light soda ash TCML Dense soda ash, crushed re ned soda, sodium bicarbonate, dry industrial salt, and forti ed animal salt.
Consumer Product pro le Products Awards
Tata Salt, Tata Salt Plus, Tata Salt Lite, Rock Statutory Reports Salt and Black Salt, Tata Sampann Dals, • Tata Salt ranked 3rd Most Trusted Food Tata Sampann Besan, Tata Sampann Spices Brand in Economic Times' Survey 2017 (Tata Swach non-electric water puri er) • Recognised as Asia and India’s Most Admired Knowledge Enterprise 2017 • Awarded at the CFBP Jamnalal Bajaj Award for Fair Practices 2017 Nutritional • Number 1 in Responsible Business Product pro le Solutions Rankings 2017 Nutritional solutions, SustentialsTM brand, • Tata Chemicals won at the wellness foods, prebiotic products, Confederation of India Industry (CII) GossenceTM, FossenceTM, Tata Nx Lite & Industrial IP Awards 2017 as the Sweet, Tata Nx Zero Sugar Trademarks Driven Industry of the year • TCL’s Corporate Social Responsibility team won the Best Practice Award on Financial Statements Agricultural Sustainable Development Goals of UN Solutions Global Compact Network India • Tata Chemicals Mithapur won the Product pro le Sustainability Award for Excellence in Hybrid seeds and fertilisers Safety (Chemicals) at the Federation of Indian Chambers of Commerce & Industry FICCI Chemicals and Petrochemicals Awards 2017
Soda ash Salt 3rd largest soda ash producer. Leadership in salt. Bicarbonate Most diversified soda ash manufacturer. 25.5% overall market 5th largest sodium bicarbonate producer. The glass used in approximately every share reaching 148 Companies such as Parle, Colgate, Britannia , 5th vehicle in the automobile industry. million households Godrej, and unbranded snacks manufacturers Majority of Indian detergent manufacturers annually. use Tata Chemicals' sodium bicarbonate. use Tata Chemicals’ soda ash.
Overview 5 MD's message
Dear Shareholders, Going Forward – Our Strategy now is to scale our specialty and food The Company today is engaged in an consumer businesses while we retain It gives me immense pleasure to share energising transformation agenda scale in our basic chemicals business. with you our performance for the year built on the three pillars of Innovation, The balance sheet strength of the and perspectives on the way forward. Sustainability and Digitisation. Our future Company now enables it to drive scale in This year marks 150 years of Tata Group’s growth catalysts are going to be specialty both the specialty and consumer portfolio. service to society. Tata Chemicals has made chemicals and consumer products. a signi cant contribution to the group’s Focus on Innovation, Digital, agenda. Next year we will celebrate 80 For the Specialty Business, the past and Sustainability years of Tata Chemicals and 90 years of the year marked the rst milestone of our Our investments in laboratories in Pune founding of the enterprise as Okha Salt transformation. We seeded two new and Bengaluru are the backbone of Works. Throughout the time our Company investments totaling ` 565 crore. We building knowledge driven businesses with has constantly evolved to stay relevant to began work on our nutritional solutions strong foundations in future technologies. meet the needs of customers and deliver plant in Nellore, Andhra Pradesh and Many of the product lines being pursued value to all its stakeholders. signed the business transfer agreement at these facilities are in line with a growing for our acquisition of the precipitated emphasis on sustainable solutions. Digital Overall Business Performance silica business of Allied Silica from which technology is now at the centre of every Our business is robust. Performance was we will build the Highly Dispersible Silica aspect of the Company’s operations. upwards and on expected lines across all Business out of Cuddalore, Tamil Nadu. We are embracing the opportunities of geographies including India, Kenya, the Both these businesses were spawned in the fourth industrial revolution through UK, and the USA. In India, we launched our Innovation Centre in Pune and are rst Manufacturing 4.0 and Sales & Distribution Medikarb, a pharmaceutical grade sodium in a pipeline of businesses being seeded by 4.0. These are central pillars to our ways bicarbonate, and there were pilot launches the Company with a focus on innovation of working. Our e orts toward managing of khichdi mix, a nutrimixes range, and our and applications of new technologies. the concerns of climate change and organic pulses range. Distribution of new Our two subsidiaries Rallis and Metahelix, energy use are driven through a focus on products is through modern retail stores which house the specialty businesses, responsible manufacturing, to deliver Zero which is improving the focus and brand Agrochemicals and seeds respectively, are Harm to people, assets, and environment equity of Sampann. also making excellent strides in terms of across the value chain in current and new products and innovation in farms. future businesses. These e orts will With a strong focus on productivity gather momentum in the current year improvement, the Company achieved Our Consumer Products Business is and beyond. pro ts in line with expectations. During following a strategy to expand range and the year revenue from continuing reach. We expanded our range from Tata In Conclusion operations was ` 10,345 crore, down Salt to pulses including organic pulses, I would like to thank all the shareholders from ` 10,681 crore in the previous year. nutri-mixes and khichdi. We have a strong of the Company for their continued This small reduction was consequent to a pipeline of value added products, to be support. We remain focused on building management decision to recon gure the launched from time to time. In addition we a sustainable long-term future for the supply chain in our Consumer Products have invested resources to build a resilient Company for all its stakeholders while Business. Net pro t was up by ` 439 digitised sales and distribution engine to upholding the Tata Values and Group crore at ` 1,560 crore. Adjusting for one drive greater reach and engagement. Our Purpose. Engaged employees are our o events the net pro t from continuing direct reach continues to improve and all strength and they bring passion and operations was up by ` 123 crore. our brands improved their brand equity energy in all our e orts. We now rededicate position in the past year. ourselves to the journey ahead as we Cash ow from operations continues to be celebrate 150 years of the Tata Group. strong. On a standalone basis there was a Simplify, Synergise and Scale I assure you it will be a fruitful and ful lling reduction of borrowings by ` 1,003 crore Our exit from the fertiliser sector has journey together. and we showed a healthy cash position of simpli ed the portfolio of the Company ` 3,753 crore resulting from the divestment and there are now strong synergies Best regards, of our urea business. between all our businesses, underpinned R. Mukundan by a foundation of science. The focus Managing Director & CEO
6 Annual Report 2017-18 Performance highlights
Financial capital Integrated Report
Earnings before interest, tax, depreciation and amortization
Manufactured capital Intellectual capital Statutory Reports Financial Statements
Human capital Social and relationship capital Natural capital
We measure our Natural Capital using an internal tool - RMI (Responsible Manufacturing Index) to monitor key indicators across the geographies such as energy, water, recycle waste, climate change, renewable energy, product rejection, etc. • All data relates to continuing operations Performance Highlights 7 Aligning materiality to business priorities Engaging our stakeholders Tata Chemicals understands the signi cance of maintaining strong relations with stakeholders through e ective engagement. Our management represent the Company in various industry associations and committees including: Confederation of Indian Industry, Indian Chemicals Council, Chief Financial O cer (CFO) Choice, National Human Rescource Department Network, All India Manufacturers' Organisation, Advertising Standards Council of India, Eastern Africa Association, Wyoming Mining Association, and the UK's Chemical Industries Association, to promote sustainability matters and create solutions.
Our stakeholders Relevant matters Engagement methods
Appreciation in share price and growth Shareholders Annual General Meeting, report to shareholders, investor/analysts in dividends, high level of corporate and investors meet, quarterly results, media releases governance
Customers Consistent quality, timely delivery, Distributor/retailer/direct customer meets, senior leader mutually pro table and long term customer meets/visits, customer plant visits, Chief Operating relationship O cer's club, achievers meet, KAM workshops, membership in trade organisation/associations, complaints management, joint business development plans, customer surveys
Suppliers and Timely payment, vendor selection process, Supplier prequali cation/vetting, supplier plant visits, partners safety, health and wellbeing, and human MOUs, trade association meets, contract management, rights of employees of contracting product workshops companies/suppliers along with long term relation
Employees Employee engagement, training and Senior leaders' communication/talk, town hall brie ng, development, career progression, health performance review, union meetings, wellness initiatives, intranet, and safety websites, poster campaigns, Con uence, circulars, quarterly publications, newsletters
Government Legal compliance, especially on safety, Advocacy meetings with governments and ministries, seminars, health and environmental performance, media releases, membership in local enterprise partnership, creating jobs through growth sustained membership in industry bodies contribution to national tax, community development and progress on implementation of social and labour plans
Communities Proactive engagement, contribution to Community meetings/visits, local authority and town local infrastructure, skill and capacity council meetings, location head’s meet, Strengths, building, sustainable livelihood, clean Weaknesses, Opportunities and Threats (SWOT), committee and safe environment meetings,community projects, seminar/conferences
8 Annual Report 2017-18 Identifying material issues We engaged investors, shareholders, TCL believes that an issue is material if media, government, employees (Indian it impacts the ability of the business to and international), suppliers, customers,
create and sustain value over the short, and the community in the process. Integrated Report medium and long term. We consider Interactions included one-on-one the e ect on our strategy, governance, meetings, tele-calls, video conferencing, performance, growth, costs, risks, detailed interviews of top management, opportunities, and importance for our and external stakeholder surveys. stakeholders. We check whether the issues are aligned with our vision, brand Mapping materiality issues portfolio, and geographical footprint. Insights achieved from those regular engagements with our stakeholders Following the identi cation and mapping helped us map the material issues against of issues previously, we have extended internal business priorities. The business the materiality assessment process during goals and challenges were then reviewed the year to identify priorities across the to nalise the materiality matrix. We have value chain. internally reviewed the materiality by each
business to check its relevance. Statutory Reports
We decided to revisit the material aspects Materiality matrix periodically and same was done this year. We track and measure the focus area parameters that are relevant and conduct materiality assessment process to arrive at material matters that impact the business today and in future.
We recognise that each of our businesses engage with and impact a unique set of stakeholders. We have addressed the
interests of stakeholders under each of the Financial Statements business spreads being Chemicals (p22), Consumer Products Business (p16) and Nutritional solutions (p28).
Addressing materiality issues A crucial step in this materiality process is e ectively resolving issues via strategic and accountable responses. The positive outcomes of such resolutions are propelling us towards de nitive growth. While we address material issues, we will closely monitor the progress made during the ongoing nancial year and report internally to evaluate progress against our our long-term commitments.
Materiality 9 Value creation through capital allocation
Financial Manu- Human Social and Natural Intellectual factured Relationship
Capital allocation Value creators
Stakeholders value creation (revenue, pro ts and growth)
Customer centricity
Technology enabled di erentiation/ Operational excellence
Employee engagement
Commitment to sustainability
10 Annual Report 2017-18 Integrated Report Deployment of the six available capitals creates value for all stakeholders and supports our growth agenda.
Outcomes
Robust nancial performance • Net debt-free at TCL (standalone) • International entities are on the growth path generating sustainable pro ts • Signi cantly improved working capital Statutory Reports • Desire to use e cient low carbon technologies
Market leadership • 3rd largest producer of soda ash in the world • FY2018 - Highest ever production of sodium bicarbonate, salt, and marine chemicals • Tata Salt ranked as 3rd most Trusted Food Brand in India
Innovation led new products • 114 patents led, 40 granted to date • Launched India’s rst pharma grade bicarb (MediKarb), coloured soda ash speckles (DetMate), Financial Statements Tata Nx sweetener, Rock salt and Himalayan salt • R&D centres house 203 research professionals/scientists • Zero dependence on fresh water for process requirement at Mithapur
Engaged and passionate employees • Uninterrupted industrial harmony • Above industry average employee engagement levels 68% globally • PBT/Employee: 71% improvement in employee productivity (TCL India) • Most Admired Knowledge Enterprise award in Asia
Care for community • Approximately 750 artisans impacted across locations in India through Okhai • Focus on clean water availability in rural India through water puri er business • 24% reduction in total recordable injuries reported in FY2018 compared to FY2017 • Zero dependence on ground water withdrawal in Mithapur • 80% of arable land with one million farmers
Value creation 11 Blueprint for our Shareholder, Government, transformation Community Customers
Developing long term strategy in Key value drivers to create long-term line with our mission and vision value Suppliers, Partners, The strategy planning process stems from We are focused on delivering long-term Collaborators Employees our mission of serving society through value for all stakeholders by attaining science. It is tied to our vision to be a sustainable, pro table growth. This sustainable Company with deep customer is achieved through deep consumer insights, and engaging relationships engagement, operational excellence, with all stakeholders in the business and sustained employee engagement. of inorganic chemicals, consumer, and It involves a focus on sustainability and specialty chemicals. This process is the key can be measured through revenue growth, driver of our organisational sustainability improved return on capital employed and growth. It provides a mechanism to (ROCE) and pro t before tax. track changes externally and internally. Leadership and Management, Core operational team
The strategic planning process
The process is an elaborate exercise that identi es the context in which we operate including strategic advantages, challenges, and core competencies. It is designed to set the direction so that organisational objectives are achieved.
1 2 3 Environment scanning Direction setting Aligning SBU & functional LTSP
External inputs from stakeholders and Challenges, advantages and core SBUs develop strategic plans and other formal or informal processes. competencies are reviewed at the initiatives for a ve-year horizon. Analysis by Strategic Business Unit annual strategy and Long-Term Strategy Capital and manpower requirements are (SBU) strategy team includes market Planning (LTSP) workshops. Leadership discussed and sustainability goals are place changes, major technology shifts, provides strategic directions to each SBU, decided. Long term strategic plans are regulatory changes, and manpower with targets, highlighting the boundary then integrated. requirements. conditions, priorities and stakeholder needs.
7 6 5 4 Evaluation and improvement Strategy review Enterprise LTSP Strategy deployment
Feedback is provided by the Board, We have a pyramid BSC developed and cascaded SBU LTSPs are reviewed senior leadership, and Tata Business review structure of the down the organisation by corporate strategy and Excellence Assessments. Balanced Score Card (BSC). leading to individual nance teams. Best practices from group Accelerated growth plans are goal plans. Inputs are provided to each companies and other stakeholders also reviewed by the Board. LTSP to develop synergies. are used to improve our strategy planning process.
12 Annual Report 2017-18 The table below shows the Company’s relative positioning, management’s view of the market, major trends impacting the market, the potential for growth, and underlying assumptions:
Business/product Relative position Potential for growth
Soda Ash World's 3rd largest World demand is forecast to grow at ~2% p.a. through 2022
Sodium World's 5th largest Volume growth rates at above- Gross Domestic Product (GDP) levels at a compound Integrated Report Bicarbonate annual growth rate (CAGR) of 2.5%. Signi cant value addition potential in the future given its wide range of existing and new applications
Employees Agri inputs (agro Increased use of irrigation facilities and increasing popularity of crop insurance chemicals and - schemes may aid in reducing distress experienced in the agricultural community seeds)
Salt Market leader Salt is growing at 1.5 - 2% per annum
Pulses and related Only national Government has continued to purchase surplus production, restrict imports and products brand open up exports of certain varieties of pulses Statutory Reports
Spices - Premium product o erings and new go-to-market models are being introduced to develop strengths in modern format stores and alternate distribution channels
Nutritional Pioneer The business has been steadily built on product conceptualisation through customer solutions partnership, complex fermentation technologies, and gut microbiome data models
Key market trends Competitive advantages Financial Statements • Consumption may drive a revival in Inorganic Chemicals Specialty Chemicals growth as households bene t from • Manufactures cement as part of • Covers 80% of India’s districts impacting higher wages, benign in ation and its integrated operations at the 5 million+ farmers through its and a potential pre-election increase Mithapur site. subsidiaries Rallis and Metahelix. in public spending. • Global supply chain gives a unique • Established world-class Research • Growing awareness of brands, easier advantage in serving customers with and Development (R&D) facilities such access to markets and changing assured supply and e cient service at as the Innovation Centre in Pune and lifestyles are the key growth drivers competitive prices. Rallis Innovation Chemistry Hub (RICH) for the consumer market. in Bengaluru. • Increase in rural consumption in the Consumer Products Business FMCG market. • Tata Sampann is the only national brand player in the pulses market. • Our Tata Salt portfolio reaches more than 148 million households in India. It continues to be a market leader in the salt category - a testament of the customer's enduring trust in the brand.
Strategy and KPIs 13 Our strategic direction
In the context of market trends, the key drivers of value creation, and the Company’s competitive advantage, our strategic direction is three fold:
Maintain leadership Grow rapidly Seed and build
Maintain cost leadership and scale further Grow through increased product portfolio Develop our niche specialty chemicals through operational excellence in our and strategic sourcing in our consumer portfolio through scienti c innovation global chemicals business. products business - Foods. and acquisition of businesses in - agrochem, nutritional solutions, and advanced materials.
Metrics and targets
Targets and measurements are used to track the Company’s ability to deliver on its strategy. These key performance indicators (KPIs) indicate our alignment with the strategy.
Dimension KPI Measurement Enterprise strategic objective
Pro t Improvement in pro t Maximize Financial sustainable long- Capital allocation The e ciency with which capitals are employed term pro tability Growth in free Improvement of net income through operating performance cash ow or e ciency ratios
Develop deep understanding of Customer Net promoter score An indicator for our engagement with customers highlighting our understanding of their needs and their satisfaction. the unique needs of customers
Safety: TRIFR* Total Recordable Injury Frequency Rate, considering Achieve number of employees and hours worked benchmark level in sustainability, Internal Sustainability Concerns of communities at our sites as well as ensure Safety, Health and Assessment Index their growth Environment (SHE) (SAI) and CSR
The employee engagement survey identi es opportunities in all Learning Employee aspects across businesses and geographies to build an engaged Build human capital and growth engagement score workforce
*Total Recordable Injury Frequency Rate
14 Annual Report 2017-18 Horizons
Horizon 3 Horizon 2 Horizon 1
This perspective looks more than ve years This considers a two to three year The horizon is the coming year and is Integrated Report ahead. It focuses on long-term vision, the timeframe. It addresses revenue forecasts, tactical in nature. Through the annual role of innovation, and portfolio decisions. growth dimensions, sustainability, and business plan and strategy deployment It is undertaken at the enterprise level. initial capital allocation planning. Tools matrix the ve-year plan is translated such as the balance score card and the into speci c actionable annual plans. This long-term strategy plan are used. includes identi cation, prioritisation and allocation of resources. Our strategy
The Company continues to transform The consumer products business will from a commodity and an inorganic further improve the reach of Tata Salt and chemicals manufacturer to a provider build scale for Tata Salt Lite, pulses, besan of wellness solutions, with a focus and spices. It will focus on value added on consumer, agri and specialty products. Enterprise strategic objective businesses. The transformation journey Statutory Reports is driven by building brands with greater The nutritional solutions business has customer centricity and technology- signed a MoU with the Government of led di erentiation. Our R&D centres in Andhra Pradesh. The business has invested Pune and Bengaluru are the heart of a ` 270 crore for setting of a green eld knowledge driven businesses and we are biotechnology manufacturing unit with putting digital technology at the centre of an installed capacity of 5,000 metric ton our operations. (MT) of FOS for food ingredients and formulations in Nellore, Andhra Pradesh. Exiting the fertiliser sector has simpli ed the portfolio of the Company and there The advanced materials business will are now strong synergies between concentrate on manufacturing of Highly all businesses. These are driven by Dispersible Silica (HDS). The silica business
the underlying applications of food, has committed to invest ` 295 crore and Financial Statements nutrition, and plant chemistries. The has recently acquired the precipitated focus now is to scale the specialty and silica business of Allied Silica Limited in food businesses while retaining scale in Cuddalore, Tamil Nadu for upto ` 123 crore industrial chemicals. The strength of the for manufacturing of HDS and other silica balance sheet now enables the Company based products. to achieve scale in both the specialty and consumer portfolios.
The inorganic chemicals business will focus on maintaining its leadership position by driving cost e ciencies and customer engagement. It has a special focus on leveraging technology and scale through operational excellence.
Strategy and KPIs 15 A privileged place in India's kitchens
The eating habits of millions of Indians are changing. Rising disposable incomes, increased urbanisation, and greater health awareness are factors driving a shift in people’s purchasing patterns and creating exciting new market opportunities for our Consumer Products Business (CPB). We are working with our Innovation Centre and various institutes to develop new product variants and recipes that boost the well-being of our citizens and transform their cooking experience.
Our business environment
Salt and related products Pulses Spices India is the third largest salt producer after The pulses market in India is dominated The spices industry is highly fragmented China and USA. India’s salt production is by loose dal, which account for more than and regional in nature with the consumers' 28,000,000 tonnes* per annum. Iodised 99% of the ` 150,000 crore market. Tata taste palate changing across regions. salt production is 6,600,000 tonnes per Sampann is the only brand in the branded Tata Sampann range of spices aims to set annum. Branded, packaged edible salt packaged pulses space. Growing appetite benchmarks through its superior product accounts for about two thirds aof the for branded products suggests huge quality and di erentiation by not using edible salt consumed and the market is potential in the segment. This year, pulses ‘Spent’ ingredients. growing at 9% (as per Nielsen, FY2018). production saw a growth of around 20% The market continues to move towards over the last three-year's average. This has Additionally, the Company is creating and a higher share of branded salt with the resulted in low prices throughout the year. o ering products catering to regional continuing awareness of better product The government has restricted imports tastes. The Company’s value proposition quality and visible purity. Specialty salts and opened up exports of certain pulses. for spices includes unique packaging like rock salt and black salt have increased The besan market is estimated to be worth in multiple sachets for maintaining presence in modern format stores. ` 23,000 crore and remains dominated by the freshness and guaranteeing a high unbranded products. percentage of active ingredients like Curcumin and Capsaicin for the pure spices o erings. *Source - Salt Annual Report 2016-17 Salt Commissionerate, Government of India (trailing 3 year average)
16 Annual Report 2017-18 Integrated Report
Market segments Category Products Brands
Salt Vacuum evaporated salt, Rock salt, Black salt, Crystal salt Tata Salt Low sodium salt Tata Salt Lite Double forti ed salt Tata Salt Plus Solar salt, Cooking soda I Shakti Flavoured salt Flavoritz
Pulses and besan Unpolished dals - high protein dals range of 19 variants Tata Sampann Besan - low oil absorb besan anda ne besan Organic dals range
Ready to cook mixes Khichdi mix, multigrain chilla mix, pakoda mix, moong dal chilla mix Tata Sampann Statutory Reports
Spices Pure spices, blended spices Tata Sampann
Key revenue drivers of our CPB value chain
Salt Pulses, Besan Spices
Raw material Access to naturally Purchase from Sourced from farms where the climate is evaporated brine at Mithapur locations with conducive to cultivating the best spices strict product including turmeric from Salem and chilli I Shakti Salt from Tuticorin and speci cations for from Guntur Gandhidham superior quality
30% of the product is sourced at harvest Financial Statements time Processing Vacuum evaporation process at Mithapur Processing close to Processed in facilities certi ed by British and packing plant, transit, and repacking at 28 CFAs source for supply Retail Consortium (BRC), Halal, United across the country chain e ciencies Kingdom Accreditation Service (UKAS), Sedex, Spices Board, and Food Safety and Standards Authority of India (FSSAI) Logistics Captive rake siding at Mithapur, a strong Transit from milling Transit from Cochin to CFAs via road Carrying and Forwarding Agent (CFA) locations to CFAs and road transport network ~98% rail via road coe cient Distribution Reaches 17.8 lakh retail outlets through Available through Direct reach to ~50% of salt outlets in a network of 43 distributors and 3,268 modern stores, operational states stockists e-commerce, and Nutrikart Consumer Reaches over 148 million households Loyal consumer Phased launch in 16 states completed annually base and high across North, East, and West India brand recall
Consumer products 17 Value creation Snapshot of the capitals With market leading brands in the powerful and deliver on their promise. salt, pulses, and spices segment, Tata Impactful campaigns such as “Sawal Financial capital Chemicals has privileged access into the kijiye apne namak se” and “Aaj ka FY2018 Revenue for kitchens of around 150 million Indian masaledar sach” and innovations in Vaccum and Iodised Salt - homes. Those intimate relationships with packaging enable us to stand out in the ` 1,275.47 crore consumers on quality lend a position of competitive marketplace. This is re ected trust, that is a foundation of our future in consistently high equity scores for the growth in CPB. brand across various surveys. We work Manufactured capital closely with the Innovation Centre to Production volume - We have access to rich sources of natural apply our knowledge and develop new, Salt: 960,596 MT capital in the form of naturally evaporated healthy products. Preparing a future ready brine at Mithapur in Gujarat, and salt FMCG distribution network, focused on from Thoothukudi in Tamil Nadu and relevant channels, will lend a competitive Human capital Gandhidham in Gujarat. We source pulses, advantage. Number of on roll besan, and spices to strict speci cations employees - 205 from locations across the country, to With an IT enabled backbone, the business Number of o roll ensure the highest standards of quality. is exploring opportunities in the digital employees - 375 space to connect with consumers, share Our processing and packing facilities are product knowledge, understand consumer examples of responsible manufacturing. requirements, and improve operational Intellectual capital They are located close to the raw materials e ciencies. New products/innovation and tightly integrated into our supply product stories - khichdi chain. Our packing centres and partner- Key measures mix, multigrain chilla mix, owned facilities for co-packing across the moong chilla mix, organic country, adhere to the highest standards. FY2017 FY2018 pulses, powdered rock salt, The best-in-class logistics and distribution Tata Salt franchise 25.7% 25.5% spice variants. networks we have built mean our market share in products are available in a wide range of powdered salt outlets. Our operations carry certi cations segment Social capital such as International Organization of Tata Salt outlet 16.5 17.8 Number of stockists - 3,268 Standardization (ISO) and Occupational reach Lakh Lakh Number of CFAs - 25 Health and Safety Assessment Series Number of distributors - 43 (OHSAS). Customer Retailers Retail outlets coverage satisfaction 75 76 (direct+indirect) - 17.8 lakh We have increased salt production by Employee 62% 74% Number of households more than 40,000 MT to support the engagement consuming products - variants of value-added salts launched 148 million during the year. Our brands, Tata Salt, I Shakti, Flavoritz and Tata Sampann, are
18 Annual Report 2017-18 Risks Opportunities
• Aggressive competition from • Strengthening markets to grow the unorganised market, regional players, core portfolio – growth in micro Consumer engagement and private labels market segments in salt and modern 1. Consumer research • Changes in environmental norms in channels in Foods a. Segmentation studies areas such as circular economy and • Addressing evolving consumer needs b. Usage and attitude studies recycling plastic waste, and other through new products and scaling
regulations them up, addressing di erent health 2. Product development Integrated Report • Variable commodity prices dimensions through everyday foods a. Consumer research programme for • Improving operational e ciencies new product development through use of technology b. Consumer Focus Group Discussions Our sustainability-lead growth (FGDs), quantitative and Key material issues unique to CPB: qualitative studies • Green manufacturing including energy and waste management c. Cooking observations • Product stewardship to deliver excellence • Sustainability, health, and environmental impact of the supply chain 3. Consumer feedback and • Community development understanding a. Brand track and awareness studies b. Customer satisfaction surveys Key sustainability goals Achievements c. Stockist meets Development of recyclable packaging for d. Retail audits
Successfully piloted in Delhi Statutory Reports Tata Salt e. Market visits
Energy e ciency Conversion of double conveyor/machine 4. Insights from consumer interaction to single conveyor (Junoon programme) Achieving 100% resolution of product 100% root cause analysis and resolution a. Consumer home visits quality complaints and highest standards of product quality complaints b. Product ideation and improvement of product stewardship c. Retail visits Safety incidents 2 lost workday cases (LWC) and 1 restricted workday case (RWC) 5. Nutrikart Online sales to customers Future plans for each category Salt Pulses and besan
We will strengthen our position in markets Our portfolio will expand with the Financial Statements to grow our portfolio base and increase introduction of value-added pulses and penetration of products such as Tata besan-based products. By investing in Looking ahead Salt Lite, Tata Salt Plus, Black Salt and regional packaging centres and scaling • Drive Thought Leadership through Rock Salt where demand is increasing up our direct to stockist model, we aim to new and innovative products and through organised retail channels. New increase the freshness of our products in platforms product launches will allow us to meet the the market. Our focus will be on modern • Scale up new launches with pan-India evolving needs of urban consumers. retail formats and e-commerce, which is footprint expansion growing fast across India. Investments in • Continue strengthening distribution Spices brands will drive volumes. presence in relevant channels Marketing investments will scale up • Accelerate brand investments, volumes of existing products to establish New foods and mixes strengthen brand preference product superiority. We will also bring new We are exploring accelerated pilots such • Expand the width of sourcing products to identi ed white spaces within as organic to reduce the time to bring • Scale up exports in countries with the spices market. new products to market. We will accelerate large Indian diaspora new product launches under Tata • Explore higher cost e ciencies in Sampann in collaboration with partners supply chain like Star Bazaar and Amazon.
Consumer products 19 Transforming India’s ‘khichdi’ cooking experience
Tata Sampann Multigrain Khichdi Mix is a new innovation that shines a light on the future of product development in the Consumer Products Business. Developed in record time, it was launched in both brick-and-mortar and online retail outlets. The product has received enthusiastic initial response across markets.
20 Annual Report 2017-18 The classic Indian comfort food, The success of the project required a khichdi, may be thought of as ‘simple’ cross-functional team, rapid prototyping but its preparation is time consuming. and iteration, and a relentless focus Historically, India’s traditional food, it is on execution. The project set a new gaining popularity across the globe. benchmark within the Company for new product development. We set for ourselves the objective of
developing a product that was nutritious, Tata Sampann Multigrain Khichdi Mix Integrated Report convenient, and kept cooking time to a was launched exclusively through online minimum. Our khichdi recipe includes retailer Amazon and Star Bazaar stores. It a mix of grains with di erent cooking ranked no. 1 in its category at the online times, which posed to us an innovation store in its rst week and sold out within challenge to achieve the perfect the rst 15 days. consistency without compromising on nutrition and convenience. The product Tata Chemicals will continue to invest team worked with our Innovation Centre in di erentiated products with the core Launched as a limited edition pack - and celebrity chef Sanjeev Kapoor. Their promise of nourishment and taste. Online on Amazon India and Oine in Star Bazaar stores task was to formulate a recipe with Through the khichdi experience, our team parboiled millet to ensure all six grains has de ned the path forward towards a were cooked in the same time. more collaborative and agile development process that is led by cross-functional Ranked New product development traditionally teams with project management Statutory Reports requires a 12-24 month time frame from excellence at its heart. idea to launch. Thanks to the application of agile methodologies, this new o ering A lot of e ort went into making this in the was ready in just 60 days. traditional comfort food simple to make. ready mixes category in the rst week of its launch on Amazon
An innovation precedent Sold out at Mumbai's Star Bazaar Stores Simplicity in process within the rst 2 weeks
• Achieved concept establishment to market Financial Statements Featured placement in 60 days in the top • Executed in an agile way with discipline in project management • Saved opportunity cost and bene tted from rst mover advantage percentile Simple and di erentiated product in the mixes category • Created a balanced quick to cook recipe with with steady growth a chef who people trust in sales • Delivered the core promise of nourishment and taste in a perfect balance • Tailored to consumer preferences
Successful change management Paved the way for • Exhibited doer mind-set a new genre of • Collaboration mini-meals in the ready-mix category • Imbibed a strong sense of ownership of project deliverables
Consumer products - Case study 21 Connecting for success Our chemicals business is building on firm foundations laid down over nearly eight decades to forge a new journey of growth. Its strategy is to pursue volume growth where appropriate and grow value by getting even closer to customers with a slew of value-added, branded products.
Our business environment Brand Category Segments Customers Global markets are characterised by sea Sodium bicarbonate and land borne trade of soda ash and Pharma (US Pharmacopeia is used in many sodium bicarbonate, the key products and British Pharmacopeia) Pharmakarb industries including for the Global Chemicals Business (GCB). Pharmaceutical (Indian Medikarb food and animal Manufactured primarily in China, the EU, Pharmacopeia) Sodakarb feed production, USA, Turkey, and India, these products are Food Alkakarb Bicarb dyes, intermediaries consumed in a variety of applications. Animal and poultry feed Dessikarb leather, and jaggery. Food grade dust Hemokarb It also has Our manufacturing sites are located in Explosion suppressant Briskarb pharmaceutical regions abundant with salt and limestone Haemo Dialysis and haemodialysis or natural trona, the key raw materials for Flue Gas Treatment applications. the products. We expect a challenging global soda ash environment in the DetMate Soda ash Detergent Businesses coming year. Soda ash prices in Europe Flat glass - construction Flat glass is used in may reduce due to signi cant capacity and housing; commercial, construction and added in Turkey. Prices in China, which o ce and retail space; and automotive industries. saw some correction in 2017, have rmed automotive sector up and are likely to be in a narrow band Container Glass - soft drinks, Container glass of about $40. In India, healthy GDP Dense Beer, Indian made used in the drinks, growth and low per capita consumption soda ash Foreign liquor, pharmaceuticals, and Soda ash has helped us operate successfully in Pharmaceuticals, tableware, tableware sectors. Light extremely competitive markets with glass etc. It is a key input to soda ash imports coming from all the major soda Detergents detergents, and ash and sodium bicarbonate producers. Chemicals - sodium bi other chemicals carbonate, sodium silicates, manufacture. We also expect a di cult domestic other chemicals soda ash market in the next year. An Dyes and intermediaries additional 0.625 million tons per annum Individual house (MTPA) capacity may come on-stream. Tata Shudh Cement Construction owner, small builders, A 5% increase in soda ash demand may retail marginally reduce the share of imports, Magadi Industries, animal feed Households, industrial Salt with Europe strengthening its position moore application customers as the key exporter and China losing its brands signi cance. Despite the challenging Crushed Crushed Sodium silicates, animal Industrial customers scenario, we project a marginal increase re ned soda re ned soda feed and poultry feed in our realisation. At the same, we see a Caustic soda Caustic soda Paper, textiles, dyes, chemicals Industrial customers rise in variable costs resulting from higher fuel costs.
22 Annual Report 2017-18 Key revenue drivers of our chemicals business value chain
Strong customer Long-term Reliable connect and mutually bene cial supply chain loyalty contracts with Snapshot of the capitals customers Financial capital Supply assurance Competitive Consistent high Industry Approx. impact on sectors:
via solutions and value-based product quality innovation leader Detergents: 8-10% Integrated Report such as vendor pricing with several Float glass: 4% managed pioneering Mining: 22% inventory initiatives Paper: 18% Metal:16% Value creation to gather and act on data-driven insights about product and service needs. This Manufactured capital Tata Chemicals serves the needs of increases accessibility, transparency, and Production: customers globally, providing inorganic makes our response to customer needs Soda Ash: 38,57,807 MT chemicals from world-class manufacturing more agile. Bicarb: 2,12,785 MT facilities in four continents. All operations Cement: 5,00,424 MT have a long-standing focus on Product innovations include Magadi Salt: 14,22,761 MT manufacturing excellence and continuous Moore Nyama and Magadi Moore Crushed Re ned Soda: improvement processes such as Lean Maziwa the salt and crushed re ned 5,48,657 MT
Six Sigma. This means they maintain soda for animal feed, Medikarb, India's Others: 26,788 MT Statutory Reports positions as low cost producers, o er rst branded pharmaceutical grade Real estate leased: competitive and value-based pricing in sodium bicarbonate, and DetMate, 1,24,281 acres the highly cost competitive soda ash and the coloured soda ash speckles. We sodium bicarbonate segments. Consistent have pioneered high quality technical Human capital high product quality world-class service salt used in detergent and textile Employees levels, customised solutions and excellent applications. Tata Salt is being targeted Direct: 2,763 customer relationships are the foundation at the Indian diaspora in the UK. Other Indirect: 3,145 of our customer contracts. Proven product innovations include de-icing salt procedures exist, including the mobility granulite packed in a newly designed Intellectual capital of skilled people, to share knowledge and 10kg bag as a quality product for shops Industry- rst innovations best practice between locations. and supermarkets in the UK, and high namely ChemConnect and purity technical salt developed to service transport of product using
We are an industry innovation leader. We textile, detergents and other industrial bulkers and value-added Financial Statements work closely with our Innovation Centre applications in the UK, EU and global product variants; Medikarb, to take innovative ideas, bench-test, and markets. Supply chain innovations include Crushed Re ned Soda (CRS) develop viable business propositions bulker and coastal shipping and internet- in livestock to meet customer requirements. based vendor managed inventory. Service innovations such as the recently Social and relationship introduced customer relationship We are investing in data analytics to capital management portal ChemConnect, is achieve process optimisation in site Depots: 43 an example of innovation in customer operations. Using data analytics for Customers consuming engagement. Currently available to 2,500 process optimisation, modern lime products (direct/indirect): customers and all distributors in India, kilns, and MVR technology for VE salt Households: 50,48,804 it will be made available to customers have de ned our site innovations. We Companies: 4,759 in other regions. The portal has enabled launched a wide range of electrical, digitisation of key steps in the customer mechanical, and technical projects at Natural capital journey including order booking. More Middlewich Salt to improve reliability of Production of cement from than 90% orders by channel customers are process and implemented training and soda ash by-product. now placed through it. Our connectivity competency programme at Middlewich Access to natural wealth of with customers has improved. It allows us Salt Mechanical. salt, trona, natural soda ash.
Basic chemicals 23 Lake Magadi in Kenya’s Rift Valley is an abundant source of salt and trona, two vital natural capitals. It is one of the few places on the planet where trona is to be found on the earth’s surface.
24 Annual Report 2017-18 Photo credits: Stephen Kamau Stakeholder enagagement Risks • Rising cost of energy We are realigning the organisation structure by directionally moving to make our • More stringent environmental norms employees at the Chemicals Business Unit more globally aligned for a lean, agile, and • Volatility in Chinese soda ash supply/ cost e cient culture. ChemConnect is helping us increase our customer engagement by demand dynamics impacting real time accessibility, direct engagement, and better service levels. • Increasing xed costs
Innovation leader with industry rsts Opportunities • Lean six sigma process to identify and
ChemConnect Back o ce system improve productivity and cost control Integrated Report is our innovative Business to Business We established a back o ce system mechanisms. Controlling variable (B2B) customer relationship management to support our customers with order costs including fuel, salt, limestone system connecting 2500+ customers to booking, banking queries, and a host of through raw material securitisation Tata Chemicals. other information. and continuous improvement programs. • Adhering to new regulations proactively with innovative solutions
like (Carbon Dioxide) CO2 capture, and nano ltration. • Expanding capacity in soda ash and other product lines, including Salt, cement, sodium bicarbonate and bromine.
Bulk dispatch Value-added product variants • Increasing value-added products and Statutory Reports On a mission to go green, we use bulkers We push product innovation by o ering sustainable supply chain practices to transport our product. This helps us value-added product variants. Medikarb™, like bulk material. eliminate the use of plastics for packaging a pharmaceutical-grade sodium • Using technology to make processes and reduce our carbon footprint. bicarbonate, with its applications as an simpler for customers and internal active pharmaceutical ingredient is a good stakeholders in the digital age. example. • Continuing focus on keeping xed costs low. Our sustainability led growth • Enhancing ease of doing business, customer partnerships around • Reusing low grade bicarb, soda ash, hazardous waste ash and lime by sending to themes of innovation, and third parties for recycling, reuse, and disposal. sustainability for stronger customer • All soda ash produced at TCNA leaves the facility on rail cars thus reducing the need connect.
for packing materials. • Broad-basing application for mineral Financial Statements • Expanding Mithapur bicarb capacity with recovered carbon dioxide. reserves such as trona and CRS in the Read more on page 27. gas treatment, animal feed, poultry feed to expand market and reduce unit xed cost implication.
Looking ahead Global chemicals business
• Establish market presence swiftly • Sustainable market leadership • Enjoy rst-mover advantage before • Cost competitive manufacturing the entry of other established players • Plant and capacity enhancement • Convert parts of the existing bicarb to • Investment in green eld projects pharma grade through an identi ed • Development of value-added contract manufacturer products • Boost customer engagement with • More innovation in new product ChemConnect application such as Medikarb
Basic chemicals 25 Snapshot of the capitals Natural capital The existing natural resource of salt to which we have Magadi taps preferential access while requiring little additional manufacturing investment. salt for animal Manufacturing capital The manufacturing asset of our premium soda ash plant at feed exports Magadi. Human capital Tata Chemicals Magadi (TCM) is Originally tested in Kenya, the products Our marketing team in Magadi transforming its product portfolio with are now being marketed and sold in the embarked on a rigorous new salt applications. It has created a USA, the world’s fourth largest livestock product marketing assignment new market in Kenya’s agricultural sector market. They have been modi ed to meet aimed at building new markets with two animal feed brands and is now Food and Drug Administration (FDA) for the product. expanding into international markets. regulations that demand lower uoride content. Intellectual capital Salt is an abundant but largely untapped Our Magadi team invested resource at Magadi. Magadi Moore Nyama TCM implemented a shallow trona in its marketing and sales and Magadi Moore Maziwa, are part of mining plan and resuscitated part of the capabilities and became a policy to nd new markets for forti ed mothballed premium ash plant at Magadi. an expert in branding salt. Trona from the lake is mined and The transshipment facility at Kagiado en new products. We worked re ned to produce soda ash, which is route to Mombasa was revived. Marketing in collaboration with the exported to markets across the world. Salt teams have worked hard to build the marketing teams in India and is a natural asset that has historically been brand and customers were welcomed to South Africa. underexploited. A diversi cation project see the facility at Lake Magadi. In 2017-18, has borne fruit in the past year as export sales more than doubled to 40,000 MT. Financial capital sales of animal feedstock made from Required to develop a new crushed re ned soda have taken o . The feedstock has been pushed to product and bring it to market. customer segments unfamiliar with the Cattle and sheep sweat proli cally in Magadi brand through a mix of campaigns Relationship capital Kenya’s hot, arid climate. As a result, including extensive radio advertising. Our strong brand and heritage. they lose salt and valuable minerals. The country’s largest dairy farm is among By replenishing lost minerals, the new those that have endorsed the products. forti ed feedstock improves the health and well-being of livestock. They reduce Challenges and dynamics Key milestones and achievements the prevalence of disease and increase Optimum equipment is required to meet Customer satisfaction on samples of milk and meat production. Farmers see an the required volumes in time for shipment. shallow mined crushed re ned soda. increase in the value of their animals. Quality requirements are high and we Following successful completion of have had to modify the process to include an initial trial order, large orders were drying, crushing, and screening of the subsequently shipped to a USA-based product to attain the strict particle size customer in February 2018. Shipments requirement. are expected to increase signi cantly by December 2018. We have to overcome logistical challenges to seamlessly move product from Magadi Tata Chemicals Magadi has been certi ed factory to the Mombasa shipping shed for its Good Manufacturing Practices a without a ecting the mainstream product requirement for animal feed imports transfers of salt and soda ash. into Europe.
26 Annual Report 2017-18 Mithapur expansion to meet pharmaceutical bicarb demand Integrated Report
New plant will meet export standards for US and European markets
Tata Chemicals' sodium bicarbonate Currently, demand in India for pharma capacity at Mithapur will increase by grade sodium bicarbonate is being met Looking ahead almost one third, when a new world- largely by reprocessing and repackaging class pharmaceutical grade plant comes of industrial grade and food grade • Swiftly establish market presence Statutory Reports onstream in late 2019. It is part of our products. Customers in the country’s • Enjoy rst-mover advantage strategy to maintain volume market share rapidly growing pharmaceutical industry • Convert parts of the existing sodium in India and increase value-added branded are demanding high quality products bicarbonate to pharma grade share in a market driven by strong from certi ed facilities. Regulations are through an identi ed contract macroeconomic and demographic trends. also likely to tighten and come closer to manufacturer under TCL’s direct the standards that exist in the European supervision duly validated by the The new capacity will support our and US markets. Products meeting these Innovation Centre and the Mithapur recently launched Medikarb product, a stringent standards will nd additional technical services team. pharma grade sodium bicarbonate that opportunities in the export markets. is subject to regulations with state Food & Drug Administration and Central Drug The new plant with a proposed expansion Standard Control Organization. Of all of bicarb capacity of 28,000 MTPA will
the applications of sodium bicarbonate, use recovered carbon dioxide from Financial Statements pharma applications in excipients, existing carbonating tower vents. This formulations, and haemodialysis carbon dioxide recovery will be another concentrates require the highest purity pioneering step towards sustainability and hence command the highest driven growth. realisations. To achieve this ‘value from waste’ strategy We currently produce more than 100,000 and reduce our carbon footprint scientists MTPA across four categories technical, from the Innovation Centre in Pune are re ned, Alkakarb (animal working closely with the manufacturing feed) and Sodakarb team from Mithapur, and colleagues in (food grade). Cheshire for carbon dioxide recovery in their respective plants. An investment of ` 100 crore is expected for this.
Basic chemicals - Case study 27 Boosting the nation's health with new nutraceutical products Changing lifestyles and consumer health habits in India are creating exciting demand for a range of new food products. These sit at the intersection of markets traditionally served by FMCG and pharmaceutical companies. This fast growing world of ‘nutraceuticals’ is a hotbed of innovation. We are applying innovative food science, combined with our traditional strengths in consumer products, to create offerings that provide the healthy and tasty missing nutrients to bolster the diets of Indians.
Our business environment to reach $8.5 billion by 2022 from $2.8 The Indian diet has historically lacked certain billion in 2015. In 2015, India accounted for micronutrients. This was not a concern for a share of around 2% of the global market many years until now. Current times have and is anticipated to increase to a value of seen signi cant changes in lifestyles, food approximately 3%. This is owing to country’s requirements, and subsequent adverse large population base, increasing urban belt e ects on overall well-being. Complete lack and awareness. While dietary supplements Brands, products, market segments, of exercise is not uncommon. This has led to segment accounted for 65% percent of and customer a rise in ailments arising out of de ciencies Indian nutraceuticals market in 2015, the Our current o ering is Tata Nx Zero Sugar and poor nutrition. remaining 35% was occupied by functional which is a 100% natural sweetener with low food and beverages. Indian nutraceuticals glycaemic index. It is best suited for people The environment is ripe to understand and industry is one of the rapid growing markets who have been advised to avoid sugar and address nutritional needs and de ciencies in Asia Paci c Region (APAC), anticipated to for people who are calorie conscious. Tata Nx through food formats. And to that e ect, we grow at CAGR 12%. Zero Sugar was awarded the Ayush Kamal can already see interesting trends in market. Ratna for India’s Best Natural Sweetener in The traditional pharmaceutical companies Tata Nx is Tata Chemicals' foray into Indian April 2017. are exploring opportunities in food and nutraceuticals for retail. Tata Nx promises to typical FMCG companies are moving deliver nutrition in its best form; backed by At its inception, Tata Nx is targeting the new towards functional foods with health science; to ful ll the daily nutrition needs of age ambitious 25-55 year-old young Indians bene ts. Hence, the birth of the fast moving today's fast paced lifestyle of our consumer who require food that provides nourishment health goods (FMHG) segment, worldwide Its aspirational market share stands at 8% every day. In the long run, we strive to create known as Nutraceuticals. More and more (functional food and vitamins/probiotics a one-stop solution for all nutritional needs companies from pharmaceuticals, over the market). The sweetener category is about of an Indian consumer across age groups counter (OTC) and FMCG are entering into ` 550 crore which opens a huge opportunity and lifestyles. this high growth segment. for Tata Nx Zero Sugar to claim the natural sweetener space. The shift from sugar may We will be present in segments like According to a study jointly undertaken by still be years away but we can see a trend sweeteners, functional foods, pre/probiotics Assocham and market researcher RNCOS, towards low calorie and natural sweetener with di erentiated science-backed o ering. Indian nutraceuticals market is expected
28 Annual Report 2017-18 Snapshot of the capitals
Financial capital We have set a target of ~`1.8 crore through sweeteners an functional foods in FY2019.
Manufactured capital We have partnered with leading 2P manufacturers for sweeteners Integrated Report and functional foods. This enables us to keep our model lean and agile. Launch production for Zero Sugar is 2.2 tonnes. Production Key revenue drivers of our value chain plan for functional food is yet to • New product launches be nalised. • Distribution reach • Brand salience - leveraging the trust that comes with being a Human capital Tata product and linking it to innovation and science Our business team comprises ve • Stores visibility members. They work alongside • Trials and awareness creation scientists at the Innovation Centre SMEs in CPB. Value creation solve health problems from a nutrition-
Tata Nx uses its access to a number of based rather than medicine-dependent Social capital Statutory Reports capitals to meet the emerging needs of standpoint. They use agile approaches to We are currently using CPB’s Indian consumers seeking to improve their rapidly prototype and test new products extensive supply chain and health and nutrition level. It combines the and bring them to market at speed. distribution network to ensure intellectual capital assets of Tata Chemicals’ Consumer is at the centre throughout availability and reach. We are Innovation Centre with the human capital the development cycle. looking at an aspirational market and knowledge resources of our established share of 8% (functional food Consumer Products Business and its deep Manufacturing is currently managed by and vitamins/probiotics market) reach into the Indian food retail sector. trusted and well quali ed partners as we by 2028. The Nx division shares We have a young and energetic team that invest in and build captive capacity. For the distribution channel with understands the market. The social and supply chain, packaging, and distribution Consumer Products Business. relationship capital that comes from our we rely on the expertise of our highly intimate understanding of Indian consumers experienced colleagues in the Consumer Intellectual capital With low glycemic index (GI), works alongside the nancial resources Products Business. Together we capitalise Financial Statements that come from a being part of the Tata on the vast reach we have through our Zero Sugar is an ideal sweetener group. By combining these assets we have established salt, pulses, and spices brands to for people with sugar ailments. been able to create, bring to market, and ensure that Tata Nx products are available in In 2017 it was named India’s commercialise new and innovative products. the places where our target customer group Best Natural Sweetener in the shops regularly. Swadeshi National Awards. Our Scientists and food technologists at the portfolio will contain science Innovation Centre are working on new food Tata Nx portfolio has a common underlying backed, IP protected o erings. formats that supplement regular product promise of being100% bioeasy. diet with missing micronutrients. Bioeasy embodies the Tata Nx product Natural capital Their objective is to look and attributes that provide the next level of Zero Sugar is 100% natural made nutritional solutions for a healthy life. from lactose, steviol gycosides Our target consumer group is the 25-55 and a fruit extract. Lactose is all year-old, ambitious, well-informed and natural milk sugar comprising of increasingly aware of health and wellness glucose and galactose. Stevia is a issues. It demands high quality products herb that has been used globally from a trusted source making the Tata as a natural sweetener for several name a valuable asset. decades.
Nutritional solutions 29 Stakeholder engagement Opportunities: Tata Nx sees great Because the nutraceuticals industry is We have designed a customer care process potential in the market for ‘super foods’, still evolving, we will ensure that our to consistently address customer queries. It products with no/low sugar content, consumers grow along with us. We will will mirror existing customer care process 100% natural o erings, products that o er help them understand their nutritional for Tata Salt and Tata Sampann. We will weight management, stress management, needs as we serve them through address product replacements through our and boost immunity. We will grow by customised products. vast network of sales eld force. tapping this potential and provide customised o erings to address speci c Five-year strategy Risks and opportunities need states. After a gestation period, we We will relaunch Zero Sugar in early July. Risks: Product safety is a risk for any plan to address kids segment as well. Based on the feedback received from food producer. We work continuously the pilot launch, our team is revising with regulatory authorities to ensure Sustainability led growth the pricing and packaging. We are also our products go beyond compliance In early stages, we are starting with 2P working on di erentiated concepts standards. We appreciate that because partners with robust quality management in functional foods. Sugar variants, ‘nutraceuticals’ is an emerging category, systems in place. This allows us to be agile supplements based on proteins, vitamins, regulations are still developing and we and lean and develop an asset light model. minerals are in the pipeline. We are need to be abreast of incoming changes In choosing our partners we evaluate working with some of the best labs in the in regulations. their nancial robustness and technical country to develop innovative o erings. capabilities.
Key performance indicators • Number of products developed - sweeteners and functional • Brand equity - Tata Nx believes that it can be a nutritional food powders (FY2019) solution provider that helps bridge the nutritional need • Topline ` 1.8 crore (FY2019) gap with the consumer, helping them lead active healthy • Consumer acceptance of innovative formats - FGDs and lifestyles market feedback • Safety - will comply to the FSSAI on safe food manufacture and sale
Looking ahead
Grow Tata Nx into a ` 2000 crore business by 2028 with a rich portfolio of science- based products to cater to di erent need Strengthen our idea bank and work with states of Indian consumers. leading partners in health and nutrition.
Leverage identi ed strategic partners for innovation, IP creation, and manufacturing. Understand the key need states of the consumers and o er nutritional bundles in di erent food formats wherein the main focus will be on taste with the Get the product right at the outset with product promise of being 100% Bioeasy. signi cant support from the subject matter expertise of our peers at Consumer Products business.
Develop stringent action standards for Build a strong brand equity in the science-based di erentiation. minds of the consumers as being the Nx level of nutritional partner. Become a one-stop solution for Indian family's nutritional needs.
30 Annual Report 2017-18 Zero sugar - the 100% natural sweetener Integrated Report India is home to 65 million con rmed diabetes patients with another Tata Zero Sugar Proposition 30 million in the pre-diabetes group. Obesity as a lifestyle disease is Indian diet lacks certain slowly gripping our population. Indian men and women occupied micronutrients the 5th and 3rd rank respectively for obesity in the world in 2014. The statistics demand a lifestyle overhaul from the Indian population to stay healthy. Health needs and With increasing awareness of such health risks and ailments, people lifestyles are changing are becoming conscious and making attempts to reduce their sugar intake. They are seeking out healthy alternatives to sugar including sweetener Rising incomes also mean that people are willing to pay a premium for better and healthy products. Lack of exercise and irregular food habits
These factors have created signi cant opportunities for the Statutory Reports growth of India’s nutraceuticals sector – a mix of nutrition and pharmaceuticals. This sector is focused on science-based nutrition. Tata Nx, Tata Chemicals’ foray into nutraceuticals in retail space, Led to de ciencies is seizing this opportunity. Tata Nx aims to deliver on our 100% and ailments Bioeasy promise- next level of nutritional solutions for a healthy life. We want consumers to view health as nutrition-based and not medicine-based, and innovation in food science is helping us deliver this promise. Tata's trusted mission to provide world-class nutritional ingredients Tata Nx Zero Sugar is one such such as Zero Sugar o ering. A one of a kind, non-arti cial sugar substitute made from natural
extract of stevia. It has low GI, which Natural foods are Financial Statements makes it an ideal sweetener for people good for health who have been advised to reduce their sugar intake or avoid sugar. The herb stevia has been globally used as a natural sweetener for several decades. It is 100% natural, with no calories, and is 300 times sweeter than sugar. Natural and science-based and R&D - a specially created range of nutritionals for new-age Indians Tata Nx Zero Sugar was awarded the Ayush Kamal Ratna for India’s Best Natural Sweetener in Swadeshi National Award ceremony in April 2017.
100% Bioeasy Awaiting relaunch in July 2018, Zero Sugar will be available in modern trade stores in select cities and Amazon.
Through products such as Tata Nx Zero Sugar, we will continue to provide products that people shall trust - an important building block Achieve health and wellness of the Tata Empire.
Nutritional solutions - Case study 31 Ingredients for wellness
Snapshot of the capitals Our business model Over the past few years, we have invested Financial capital Consumers nationally and internationally in building infrastructure and capabilities. Committed ` 270 crore for are looking for natural, convenient, safe, Having stabilized our operations at the scale up to build a brand new and e ective foods and supplements green eld plant at Sriperumbudur, Tamil green eld facility at Nellore, that support their lifestyle and deliver Nadu, in the last two years, we have Andhra Pradesh. adequate nutrition. At Tata NQ, we are committed ` 270 crore for scale up to committed to providing innovative and build a brand new green eld facility at Human capital science-backed nutritional ingredients and Nellore, Andhra Pradesh. The team today Employees - 54 formulations in the areas of gut microbiota is well-endowed with biotechnologists, Contract - 19 modulation and personalised health process specialists, food tech and Skill sets augmented in solutions. application experts who work on various specialised areas aspects to make available the right Fermentation technology, product of right grade to the customer. quality assurance, global regulatory, application-based Brand Product Market segment Customers selling, food technology Fossence™ Fructo-Oligosaccharide Food and Wellness Food & Beverages: experts. (FOS) beverage, For fibre addition and sugar nutraceutical reduction - Application in bakery, Intellectual capital formulations, dairy, Indian sweets Food science know-how - animal feed Nutritional applications: Repository of food innovations Health drink supplements, infant with prebiotics built - e.g. low foods, sports nutrition and calorie ice creams, Good for therapeutic applications Animal Feed: New segment Gut cookies, 'Concept to Claim' introduced in FY2018 support for customers. Part of feed for aqua, poultry and pet Social and relationship capital We meet customer requirement Gossence™ Galacto- Infant and dairy Infant food players through a mix of direct Oligosaccharide products Nutritional supplements engagements customers and (GOS) distributors. We serve 600+ customers in 105 cities with a network of 5 distributors and Growing our capabilities multiple trade partners. We are focused on adding value to customers via - investing in science to enable better claims on products, creating IP in the process; product conceptualisation with customer Manufactured capital partnerships. The Innovations Centers' Association with external partners and academic Plant capacity at institutes such as Yale University is playing a crucial role in building capabilities. Sriperumbudur: 700 MTPA* Manufacturing plant of Prebiotics - 11 acres; Gross Looking ahead assets of ` 52 crore till FY2018 • Explore market expansion outside India as the markets for functional foods and nutraceuticals grows rapidly Nellore: Planned capacity • Sharpen our differentiated product offerings through consistent innovation and emerging of 5,000 MTPA; Greenfield customer requirements project under construction • Capitalise on products in areas of high consumer demand and emerging areas of scientific for manufacturing plant of focus such as gut microbiome to o er multiple products including fermentation, gut health, prebiotics; Total area - 40 acres and personalised nutrition *Equivalent capacities considering • Prepare to face global competition and stringent regulations. all grades of FOS
32 Annual Report 2017-18 Taking care of the digestive system Integrated Report
Did you know that there are 30 trillion growth of healthy bacteria in the gut. The health drinks and dietary supplements. cells in an average human body? Oh, by resultant growth in bene cial micro- ora We are actively working with our Innovation the way, you also house an additional 100 aids in improved immunity, enhanced Centre colleagues at Pune to further our trillion microbial cells - mostly in the gut calcium and magnesium absorbption, understanding of the gut health and - which play a crucial role in your overall better weight management and promoting develop interesting product concepts. Our wellbeing. Tata NQ is here to help you take general well-being. international publications related to this care of them. eld of study and our collaboration with Yale The product nds wide application in University are testimony to these e orts. Targeted at improving gut and functional foods and beverages such as digestive health, Fossence™ [FOS- bakery, sweets, and confectionaries. It is FructoOligosaccharides] enhances the also used in nutritional formulations such as Statutory Reports
Value process chain
Packaging HDPE/PP containers Fermentation
Ton Craft tote paper bags Sugar solution ISO tankers preperation Infant Bio- food
Transformation Financial Statements Food and beverages Filtration Spray Separation drying Animal nutrition
Bolstering our infrastructure
Having stabilised our operations at the green eld plant at Sriperumbudur, Tamil Nadu over the past two years, we are ready to take the next big step towards augmenting our infrastructure with a world-class 5,000 MTPA manufacturing plant of prebiotics (FOS & GOS) at Nellore, Andhra Pradesh, India. With a committed capital outlay of ` 270 crore, the new plant will be a highly automated good manufacturing process (GMP) certi ed manufacturing facility spread over an area of 40 acres. Quality has been kept at the core of it all - from the design philosophy to the choice of equipment and control systems. The construction is on schedule with commissioning planned by March 2019.
Nutritional solutions - Case Study 33 Rallis puts technology in the field
Rallis, the agri-solutions subsidiary of Tata Rallis along with Group Technology Rallis’ approach toward business is Chemicals, is doing things differently. It and Innovation Office (GTIO) has also all-inclusive. Not only does it manufacture is using technology to provide precision been piloting the use of drones for crop agricultural inputs but also provides support agricultural solutions of the future. Artificial protection. Commercial drone with custom services. From the Company’s point of view, Intelligence (AI), one of the industrial 4.0 modifications to enable them to carry heavy these technologies have leaped it further technologies, is its primary comrade. payloads of pesticide spray solutions were in the race. The data at its disposal helps it engineered. Several successful pilots have greatly in taking pertinent decisions around Rallis is employing digital in agriculture been completed and the results being the operations strategy. If the conditions extremely well. Project Dhristi is the state-of- utilised to further improve the overall are suitable for pest attacks, it can increase the-art digital pest and disease-forecasting system. This initiative has immense potential the production level of pesticides, and if system that uses advanced analytics and and is being seen as a value-added service the conditions are otherwise, it can move Artificial Intelligence. The system uses for farmers in the future. the product to a different market. Based historical, current and forecasted weather on conditions, it can make a decision to data and high-resolution remote sensing Having access to data of this scale gives it mobilise or manufacture. satellite-based spectral images. It identifies the ability to further advise farmers on their the crop and crop stage; forecast the current agricultural inputs. Changes in nitrogen Rallis has embarked upon a digital and and projected crop health, soil moisture, levels or carbon content within the soil are cultural transformation journey to give nutrient index, plant stress and likely pest good examples. They are precisely identified its agro-business a boost and deliver its and diseases. These valuable insights are and subsequent solutions are suggested to customer promise. It is in the early stages then bundled along with Rallis Proprietary the farmers. Benefits range from reduction but the opportunities are endless. Package of Practices (PoP) to provide a of excess fertiliser and pesticide usage to Predictive agri-advisory to the farmer preventing yield losses thereby increasing it. community. Personalised advisory, alerts, and assistance can then be provided to the farmers.
34 Annual Report 2017-18 Developing superior seeds Integrated Report
Metahelix is the wholly owned subsidiary rice hybridisation is relatively low due to breaking innovation was awarded the of Rallis India Limited. The Bengaluru based various factors. Taking up this challenge, Tata Innovista Global Award in 2015. agricultural biotechnology Company the Company is persistently developing Today, small and medium land holding develops traits and technologies for crop newer rice hybrids to address varied culinary farmers growing hybrid rice across the rice protection and improved productivity. It preferences. Today, hybrid rice forms nearly belt of India are demanding signi cant creates and commercialises high-quality one third of its revenue. volumes of MC-13 seeds. During the year, hybrid seeds. Metahelix’s Dhaanya Seeds it achieved nearly 100% volume growth – is emerging as a household name among In 2013, Metahelix launched MC-13, India’s an important milestone for a new product millions of India’s farmers. Seen as an rst ever hybrid bold rice. Bold grain rice launched ve years back. innovator, Metahelix consistently develops segment represents one fourth of the Statutory Reports and delivers new hybrids. country’s rice grown area. It is unique - Continuing to march ahead with it slogan being the only segment that is used in Metahelix also launched a With a diverse portfolio of crops including processed foods such as rice akes, pop rice, hybrid in the ne rice segment branded as rice, maize, pearl millet, cotton, and idli, dosa, and namkeens apart from direct MR 8666. vegetables, Metahelix recognises that consumption as steamed rice. This path Financial Statements
Agri solutions 35 Transforming lives through innovation Innovation is an integral part of TCL’s culture. Our innovation efforts cover products, processes, and technology in the areas of food, energy and environment, and water and wellness.
Our Innovation Centres
Tata Chemicals Rallis Innovation Metahelix Life Tata Chemicals Innovation Centre (IC), Chemistry Hub (RICH), Sciences, Bengaluru R&D Centre, Mithapur Pune Bengaluru
Innovation statistics
Particulars of intellectual capital Patents led Patents granted Research professionals/scientists IC Pune 81 19 47 RICH 29 14 44 Metahelix 9 7 112 Total 119 40 203
A multi-disciplinary, scienti c convenience and nutrition. The Centre also The Rallis Innovation Chemistry Hub approach to problem solving supported the development of technology develops new solutions to improve for the manufacture of pharmaceutical- farmers' income and enables expansion The Company established the Innovation grade sodium bicarbonate. in contract manufacturing. Centre to undertake research in applied sciences to seed new businesses and Scientists and food technologists in Pune Metahelix Life Sciences Limited works in support existing ones. The Centre works are also working with the nutritional the area of agricultural biotechnology. It with business units in the nutritional solutions business to provide access to uses technology to improve crop traits. solutions, chemicals, and consumer customised nutrition to meet speci c products elds. It uses a multi-disciplinary health needs. They use agile approaches to scienti c approach to develop products rapidly prototype and test new products and services. and bring them to market at speed.
During the year, the Innovation Centre A combination of multiple scienti c developed signi cant additional capability disciplines, a customer-centric approach, in food science and technology. The R&D and scienti c problem-solving sets the e orts in this area led to development of Innovation Centre apart from other new products such as pulse based mixes research facilities. and multi-grain khichdi, which deliver
36Annual Report 2017-18 Developing new hybrids and seeking protection for them under the Protection of Plant Varieties and Farmers’ Rights Act
Maize Cotton Rice Pearl millet Vegetables Granted New 13 2 0 11 2 0
Extant noti ed 0 0 1 2 0 3 Integrated Report Extant variety of common knowledge 0 0 0 2 2 0 Total 13 2 1 15 4 3
Tata Chemicals believes in nurturing a operational excellence. These focus on constantly work towards process innovation, culture of innovation within the organisation innovation at individual and team level. and also explore synergies with several and has initiated several platforms such as Several innovative ideas stem from these group companies, and other multinational All Ideas Matter, Tata Innoverse, Metahelix platforms and are initiated as projects during businesses, to provide innovative solutions Innomall and Simpli5 that leverage the year. The Company's innovation centres for products and technology. along with the R&D facility in Mithapur
Presently, the innovation centres have a total of 81 active patents out of which 19 have been granted. In FY2018 we led 11 new patent applications in food and nutrition and advanced materials science. Statutory Reports
Making sustainable silica-based tyres, the Tata Chemicals way!
India is one of the largest producers of contains both organic and inorganic produce sodium silicates (Na2SiO3). rice in the world. Rice husk, its agricultural matter. The composition is 75% of Sodium silicate is then reacted with residue, is therefore available abundantly cellulose, hemi cellulose, lignin, and sulfuric acid to generate silica. in the country. The rice husk generated 25% of silica with small portions of alkalis. Rice husks are generally used to fuel the The silica obtained, has varied applications rice mill boilers and provide a source of ranging from tyres, toothpastes, food, heat energy during the rice milling. Post plastics, and pesticides to electronic burning, rice husk generates ash known industries. Utilising the RHA serves as rice husk ash (RHA). two purposes, production of silica and addressing the issue of its appropriate
RHA disposal poses an environmental disposal. Financial Statements challenge in India. Currently, its disposal includes land lls and to a very small extent Tata Chemicals’ Innovation Centre is in brick making. developing process technology to produce silica from RHA. In order to secure But the RHA generated, contains 80 to sustainability of their raw materials, the 95% of silica and hence, it is economically tyre industry needs silica prepared from feasible to extract it. To prepare silica, agricultural or industrial waste. Currently, silicate is obtained from RHA by reacting a feasible process at the IC lab has been with any alkali preferably sodium developed and the process is being hydroxide and sodium carbonate to scaled up.
37 Safety and health Safety is fundamental to our business and an integral part of the Integrating safety into systems and processes across geographies sustainability agenda. Geography Safety initiatives
Mithapur Process safety and risk management Haldia Constituted Reliability and Planning (RAP) cell for exclusive focus Safety on reliability centered maintenance practices With the CSR, safety and sustainability TCML Formed sub-committees to improve safety management system Committee of the Board, guiding our under the leadership of senior management, rail management e orts to deliver, we are committed to system achieving a goal of targeting ‘Zero Harm’ - Zero Harm to People, Zero Harm to Asset TCE e-modules - dynamic risk assessment tool or 'Stop and Think' risk assessment, manual handling and contractor induction module and Zero Harm to Environment through world-class SHE practices. TCL’s Corporate TCNA Internal inspection, Hazard Identi cation Tours (HIT) and SHE policy is the overarching policy, with LEAKS program the subsidiaries aligning it to the local Measurable outcomes regulatory and safety directorates. We • 24% reduction in the number of total recordable injuries reported in FY2018 in are driven by voluntary standards such as comparison to FY2017 OHSAS 18001, Responsible Care, and the • Unfortunately, 2 fatal incidents were British Safety Council guidelines. No. per million reported in FY2018 man-hours Risk assessment and management Safety is identi ed as one of the risks Collaborative e orts at the enterprise level periodically Steer and direction are given reviewed by the risk management Building our Safety and Health by Senior Management committee of the board. Considering the competency hazardous chemicals used, sites have The health and safety of our employees, Demonstrate collective ownership and deployed structured risk assessment and customers, suppliers, and communities demand accountability for safety; Share a focused agenda of health and safety and management process - both qualitative around which we operate is a top priority. meet periodically to discuss the same and quantitative. Health and safety considerations are integrated in the overall management Committees work across occupational Hazards are identi ed using techniques systems and are an important driving health and safety areas such as the such as Hazard and Operability Study force for the operations. Standards for implementation of best practices and risk (HAZOP), Hazard Identi cation and best practice in health and safety are control e.g., BSC 5-Star cross functional Risk Analysis (HIRA), What-if-Analysis, visible, robust, sustainable, and subject teams (CFT), process safety and rsik Failure Mode E ect Analysis, etc., and to continuous review and re nement. management (PSRM) committee, formal addressed by following hierarchy of risk joint committees comprising management and unionised employees, such as control. Unsafe conditions and hazards Tailored periodic medical check-ups are works/central safety committee, plant/ are reported in an e-enabled portal. administered to our people, based on department safety committee, wellness Employees working in high risk areas are the hazards of their work area. Adequate committee, etc. given specialised training and retrained medical facilities are present at all sites. periodically. We observe Safety and Fire Specialised medical facilities can be Safety performance is linked with Service Weeks to promote Safety and accessed through tie-ups with hospitals. individual performance linked variable Community Awareness. We review on-site Sites with a trade union presence have pay (PLVP) or incentives as applicable emergency plans and have also adopted a formal agreements between over safety and there are conscious e orts to ensure Public Liability Policy. Business continuity and health topics. an active engagement of workforce in promoting safety and achieving a safe plans are in place to manage crises. and healthy work environment
38 Annual Report 2017-18 Values at the heart of our ethical approach Integrated Report
We are proud of our deep rooted heritage of conducting business with honesty and integrity built on trust that the Tata brand evokes.
Our culture is based on our values protection, taking and receiving gifts. of safety, passion, integrity, care and The code is available in multiple excellence (SPICE). These values in uence languages and can be accessed on Statutory Reports our actions, resulting in a workforce of our website/intranet. more than 5,000 individuals committed to doing the right thing in every endeavour. In a competitive business environment, While ‘what’ we achieve is important, we we sometimes encounter situations that collectively care as much about ‘how’ we test our judgement and integrity. The Tata achieve it. Beginning with transparency in Code of Conduct and our values of SPICE our policies, procedures, and transactions, serve as a moral compass in such testing we reinforce our commitment to ‘doing times. Even as we achieve our growth the right thing’ through regular training plans, we commit ourselves to living the sessions and strong internal controls. Tata Code of Conduct .
Our governance framework is based on a We strengthen our commitment
strong foundation with the Tata Code of towards the ethical way of doing Financial Statements Conduct leading the way. It embodies business by consistently holding regular our approach towards managing refresher sessions, events, surveys, employment, labour relations, human and communication on ethics with rights, and diversity. It drives our policies employees, business partners, and other on a host of concerns such as equal stakeholders. Stakeholder groups in all our employment opportunity, a rmative units and extended business eco-system action, harassment, anti bribery, anti enthusiastically participate in these events. corruption (ABAC), whistle blower Our future aspiration
Our vision is to go beyond mere compliance. We want to do what is right and responsible. We aim to lead by example and learn from experience.
Ethics 39 HR's transformational agenda We are undergoing a major transformation governance, we celebrate Ethics Month 70-20-10 approach of learning through as we realign to grow in today’s competitive in July every year. This year we launched a experience, exposure and education business environment. 21-Day Ethics Challenge using our SkillSoft respectively. e-Learning platform. This initiative was We exited the Crop Nutrition Business covered in People Matters magazine. TCE are leading the way with a cutting edge last year, divested the Agri Business and training system allowing the exibility of smoothly transitioned 465 employees We launched two online modules on our e-learning to supplement normal training from the urea business in Babrala to Yara e-learning platform - Anti-Bribery and Anti- sessions. My Development Hub has a suite Fertilisers. We entered FY2019 with a Corruption and Prevention of Sexual of training packages covering everything clear focus on developing our Speciality Harassment. from speci c safety modules to packages on Chemicals Business and Consumer Products modern slavery. These are available to all on Business as our growth engines, while we SHINE+ our internal job posting and line and the system incorporates invitations continue to e ciently operate the Bulk employee referral program is now ve to refreshers on a speci ed basis and a Inorganic Chemicals Business. years old. It has become a valuable asset for training record as modules are completed our employees wishing to explore career TCNA launched Employee Mentoring Such change has created exciting interests in the Tata Chemicals Group. The Program for its salaried employees. opportunities and challenges. The HR platform helps us deal with redundancies function will be critical to this journey. We that arose from divesting the Agri Business. We have enhanced our Incept Induction are preparing to transform our o ering We have ful lled our requirement for niche Process in India focussed on improving new to respond to the needs of a changing skills. Selective lateral hiring in areas such as employee experience. customer pro le and diverse customer food science and technology, nutrition and expectations both B2B and business to wellness, digitisation and materials' science X-press 2017, our global employee consumer (B2C). We are equipping ourselves has helped deliver our plans. engagement survey (excluding Rallis and with a more diversi ed employee mix with Metahelix) was conducted by our partner di erent skillsets, backgrounds, and spreads This year we started a promising initiative Aon Services Limited. We recorded an across multiple generations. Leadership Connect to provide a platform engagement score of 68%. Post the X-prESS for informal and focussed interactions 2017 employee engagement survey, To succeed, our workforce needs to be between the board of directors and high we conducted ‘Decoding the manager highly engaged, competent and agile. potential employees. This proved a valuable scorecard’ workshops for managers across Sustaining employee morale will be of high experience for our go-getters. geographies. This resulted in a 10% increase priority. Continuous communication and in managers classi ed as ‘good' and above in transparent processes will strengthen our We also launched immersive deputations their team e ectiveness skills. cultural pillars and values. under SpringBoard, our process to identify and develop Key Talent. The Individual We renovated our Mumbai training centre To reinforce our commitment to the Tata Development Plans for Key Talent are called Shack to enhance seating capacity Code of Conduct, our foundation for designed as interventions using the and make it disabled-friendly.
As on March 2018 TCL India TCNA TCE TCM
2,327 551 385 251
TCIPL TCSA Rallis Metahelix
Keeping our team ghting t 3 11 977 443
40 Annual Report 2017-18 Signi cant indicators of our most valuable asset - people
Gender diversity Women employees (Global % as on 31 March 2018)
Training coverage (% for TCL India) Integrated Report Voluntary attrition (% for TCL India)
Employee Health Index – Representing the overall health condition of employees at the Mithapur plant
Black & Green Belt certi ed employees (cumulative global year on year number)
Doctorates in R&D roles
PBT/Employee (` crore) for TCL India % FY2017 numbers are as per Indian Accounting Standards (INDAS) and previous years' numbers are as per Indian Generally Accepted Accounting Principles (IGAAP) Statutory Reports
Our goals
Realigning • Facilitate our growth through organic/inorganic routes with effective fixed cost management organisation • Directionally move to globally aligned chemicals to make it agile and cost efficient structure to make it • Continue to adapt to the changing regulations for contract labour lean and agile • Automate work processes to improve productivity
Capacity planning • Continue to acquire talent with niche skills in specialty domains where we lack in-house skills and talent • Phased replenishment of the retiring workforce with technically qualified personnel
acquisition • Improve our perception as ‘Employer of Choice in the FMCG sector and millennial target group Financial Statements • Attract talent at remote manufacturing locations
Building workforce • Strengthen our multi-pronged approach to learning, with focussed interventions in core and functional areas, capability and customised business speci c and organisation-wide strategic interventions, and leadership development programs leadership pipeline • Focus on succession planning with senior leaders retiring in the near future • Focus on Individual Development Plans for Key Talent under ‘SpringBoard’ • Leverage technology to encourage learning via e-platforms such as e-learning and mobile–app based courses
Creating an • Continue to address key engagement drivers such as meaningful roles, communication, career development, engaging reward and recognition programs, friendly people policies, and wellness initiatives environment for our • Emphasis on SHINE+ program to highlight career opportunities within the organisation diverse workforce • Support employees who want to participate in community development and volunteer programs • Strengthen our cultural pillars to integrate disparate employee groups into a cohesive culturally vibrant workforce
Enhancing HR • Migrate from the current use of multiple standalone platforms to a unified human capital management (HCM) operational Cloud solution to bene t from quality and speed of service with seamless integration of master data across multiple e ectiveness processes and superior end-employee experience
People practices 41 TCL is committed to improve quality of life and conserve the environment and bio-diversity. Guided by our CSR policy, we follow an integrated approach to community development, touching all aspects of society including livelihood, education, health, environment, and empowerment of the weaker sections. Our CSR activities are represented as BEACON - Blossom, Enhance, Aspire, Conserve and Nurture.
Blossom – Building capacity and empower Infrastructure development and Haldia, we are also working with the communities through a replicable handicraft At Mithapur, we constructed a 1,013-meters Eco Clubs in schools to raise awareness on development model. square of brick paved track, 617 meters environment conservation. Total Expenditure: ` 81 lakhs. of drainage channel, and two cattle Land reclamation Okhai Centre for Empowerment worked sheds. Support was also provided to two Land development program and water closely with around 750 artisans across primary schools and an Integrated Child management and conservation programs India to create livelihood opportunities for Development Services Centre. such as Mission Jal and drip irrigation were rural women artisans. Providing support to carried out at Babrala and Mithapur. In Uttar artisans with training and market linkages, Aspire - Encourage functional education Pradesh, approximately 2,410 acres of land the Centre worked as a bridge between and skills for sustainable socio-economic was reclaimed with laser leveling and deep- artisans and customers facilitating sale development. ploughing. through the Okhai website and outlets. Total Expenditure: ` 366 lakhs Energy e ciency Okhai is also working with women Educational Programmes We continue to promote energy e cient producing handicrafts including rexene 8,500 children bene ted from initiatives cook stoves in Haldia and constructed and leather work, bead work, block print such as an e-library, learning enhancement 600 units. 21 solar street lights have been material, coconut ber products, paper carry programme, teacher training, scholarships, installed in Mithapur. bags etc. child learning and improvement programme and a residential summer camp on spoken Nurture - Better health through prevention Enhance - Promoting livelihood of farmers English and personality development. and cure. with agriculture and livestock development Vocational skills and employability Total Expenditure: ` 187 lakhs programmes. We are running skill development Vision and surgical support Total Expenditure: ` 106 lakhs program in Mithapur, Babrala, Haldia, 36,784 patients received counselling and Agriculture development programme and Sriperumbudur to train unemployed treatment through eye camps in Mithapur, Activities include training farmers, eld youth and facilitate their employment and Babrala and Haldia. We provided eye check- demonstrations, and supply of seeds and entrepreneurial skills. We partnered with up and spectacle support for 1,584 people agri-equipment to enhance productivity. Tata Strive to run a skill development and cataract operation support for 265 The program also promotes the use of center at Aligarh. During the year, more patients. digital technology to disseminate agriculture than 2,000 youth were trained on di erent related information to farmers. More than vocational skills. Nutrition of women and children 6,000 farmers were bene ted throughout In Babrala, we facilitated government run the year. Conserve - Conserve natural resources health programs in rural communities Animal husbandry through participatory approach for through vaccination of pregnant women Conducting regular healthcare and environmental sustainability. and children under ten-years. We covered vaccination camps at di erent locations, Total Expenditure: ` 463 lakhs 15,243 women and children. A malnutrition we covered 60,000 plus animals. We also Whale sharks program in Dharni (Amravati, Maharashtra) supported 238 families for sh culture and The whale shark project at Mithapur focuses and Pati (Barwani, Madhya Pradesh) aimed 192 households for poultry farming. on habitat study, research on migratory at decreasing Infant Mortality Rate and Uday Foundation patterns, and breeding biology. During the Maternal Mortality Rate, is helping us The Foundation employs 282 young people year, 30 Whale Sharks caught accidentally in improve nutritional practices and linking the who provide backend customer support to the shing nets along the Saurashtra coast women and children with the government di erent organisations. were rescued and released taking the total health department. We screened 3,500 rescue gure to 720. In Mithapur, Babrala, pregnant and lactating women for
42 Annual Report 2017-18 Integrated Report
A wave of initiatives
Hemoglobin Estimation and 5,373 children Babrala and 4 in Haldia. for Mid Upper Arm Circumference and Working towards inclusiveness Statutory Reports weight. We also promoted referral services Total Expenditure: ` 115 lakhs of the severely malnourished children for We are reaching out to the socially backward treatment at Nutritional Rehabilitation population of the community specially the Centre. women, scheduled castes, and scheduled tribes through our empowerment program. Building Sanitation and Partnership The objective is to mainstream such We have partnered with the Water and communities by including them in all our Sanitation Management Organisation of developmental programs. Gujarat to undertake drinking water and Flood relief sanitation activities under Coastal Areas Total Expenditure: ` 75 lakhs Development Project. The project aims to This year relief support was provided in the provide drinking water facilities to the rural ood-a ected areas of Gujarat.
households of Okhamandal with the help Financial Statements of village institutions. Tap-water connection We have conducted various social was provided to 1,200 households and assessments for our CSR activities and for toilets were constructed at 415 households. more details, please visit page number 49 sanitation units were constructed in 131 of this report.
Serving communities in all the places we operate
TCM TCNA TCE • Tata Swach project • First book reading event • Eight Peaks Challenge – taking on 8 of - for clean drinking water • Lyman High School CAPS Program the highest peaks in the Lake District in • Magadi Watershed mapping project • Funded local hospice care campaigns with aid of St. Luke’s (Cheshire) Hospice • 18 new university scholarships Deer Trails Assisted Living • ‘Rowathon’ and ‘Cyclethon’ events raised • Community wellness programs • Meals on Wheels program sponsored funds for St. Luke’s Hospice • Partnership with Vitamin Angels to give • CLIMB Wyoming sponsore • Volunteering policy allowed each 30,000 vitamins and de-wormers • VOA donation of $2,800 employee an extra paid day o • Eco tourism experiencing growth
Community 43 A Massai tribesman in the Rift Valley near Lake Magadi, Kenya.
44 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements
45 Reducing our environmental impact
Towards sustainable growth Our sustainability commitments Sustainability is at the heart of our business conservation initiatives. Using innovative strategy. We strongly believe in giving back technologies to desalinate seawater, Natural capital to society, protecting the environment Mithapur continues to have zero • Achieve energy efficiency as part and achieving our overarching desire of dependence on ground water and of the Responsible ‘serving society through science’. Our policies recycles almost 94% of the water it uses. Manufacturing Index (RMI) and processes are aligned with the triple The Innovation Centre in Pune recently set • Reuse and recycle packaging bottom line approach that measures social, up a rainwater harvesting system. and other waste environmental and nancial performance. • Conduct responsible mining TCNA taps into Green River to source We focus on water conservation, reducing drinking water and for manufacturing. Social and relationship capital energy consumption and green house gas Initiatives to reduce water consumption • Ensure safe drinking water and (GHG) emissions, e cient waste disposal have resulted in 84% of the water previously reach 25 million people and recycling systems, and conserving lost to the evaporation ponds being • Harmonise community relations biodiversity. We aim for sustainable growth recovered. • Promote responsible care and and continually reduce our environmental customer education footprint. TCE aims to return a high proportion of its • Establish community based water back to the river course to minimise organisations to empower Water conservation net usage. All returned water is subject to citizens We use water responsibly. We meter and highly regulated consented permits. The • Encourage inclusion of women, monitor the impact on water resources. water is recycled within the process or to and socially and economically Mithapur has a well-established rainwater other users wherever possible and extensive backward communities collection system and newly constructed use is made of rainwater harvesting to • Maintain a responsible supply rain water collection ponds are part of displace use of river water. chain
Human capital Speci c water consumption Water consumption (000'KLs) • Uphold safety’s zero harm commitment • Encourage employee investments and development • Engage volunteers
Manufactured capital • Opt for low carbon technology • Select low sulphur-content raw materials • Reuse and recycle packaging and other waste • Adopt technology and Speci c water consumption innovation (KL/MT produced)
46 Annual Report 2017-18 Emission intensity (tCO2eq/ton produced) Integrated Report
Energy Waste Energy assessments have been used to product circulation, a sugar charging All sites strictly enforce on-site waste understand opportunities to save energy system, and auto timers. segregation. TCL ensures that all hazardous and identify carbon capture. Variable In Europe, TCE’s combined Heat and Power and non-hazardous waste is sold to frequency drives have been installed. plant has a best-in-class overall e ciency authorised and registered dealers. All More e cient pumping systems have of 80%. TCE used a redundant coal- red organic waste is composted. No site ships been introduced and the potential to power station to build a 50 MW energy internationally any quantity of treated waste reduce GHG emissions is considered when from waste facility at Lostock deemed hazardous. procuring or adapting new technology. from where it exports power to the National Grid. TCNA minimises packing material by In Mithapur, in collaboration with Tata transporting product using rail. Rail cars
Power, a 25 megawatt (MW) solar power In Kenya, TCM replaced mercury bulbs are rented to other users on the return trip. Statutory Reports plant powers 15 million homes and has with solar lighting and light-emitting This o sets the carbon footprint and cost to reduced the annual carbon footprint by diode (LED) bulbs to save energy. return the car. 24,000 tonnes. The Innovation Centre in Pune installed 10 kilowatt (KW) of solar Emissions at Mithapur were reduced with TCE recycles waste by sending low-grade capacity to power all its streetlights. A modi cations to the vacuum system, bicarbonate and soda ash to third parties to comprehensive exercise at Sriperumbudur replacing the ash vessel and its bypass re-use and resell waste ash at lower prices. to save energy and reduce emissions system at the power plant. Use of euent Non-hazardous waste such as limestone is included installing solar bore wells, a solids in cement manufacture and utilising recyled to land lls or local farms. variable frequency drive for evaporator wind energy also contributed. For more on non- nancial disclosures, please visit our website at http://sustainability.tatachemicals.com
TCL's Biodiversity projects
Won the UN Global Compact India Network Financial Statements Sustainability award for “Dharti Ko Aarpan” Organised a Biodiversity Fair in December 2017 biodiversity conservation program Mapped whale shark Monitored the waterfowl migratory patterns in the Organised “Van Mahotsav” population of the Caspian tern Indian Ocean region through program with the State nesting at Charakla saltworks satellite tagging Forest Department Gauged overall Developed 5 hectare health of Mithapur Planted 20,200 mangrove Ranavav mine area coral reef and saplings at Rukshmani for Gugal plantation recorded 64 Creek site, Dwarka molluscan shells Undergoing dry land agriculture seeding Monitored marine project at Magadi turtle mortality and nesting along the Revived the Sampu river (water catchment area) Okhamandal coast by planting around 1,000 trees at Magadi
Sustainability 47 The Charakla Saltworks in Gujarat plays host to more than 120 di erent species of birds each year. Some of them are resident, others migratory and a few vagrants that happen to stray into the region.
Among other birds, the Caspian Tern (Hydroprogne caspia) is a resident and can be seen here almost throughout the year.
48 Annual Report 2017-18 Risks
We are exposed to risks arising out of the macroeconomic environment as well as from the Integrated Report internal business environment. We continually focus on addressing the same as we ensure value creation for our stakeholders.
Financial
• Disciplined capital allocation and cost e ective nancing structure
inability to secure su cient, cost Statutory Reports e ective funding Strategic Operational • Pressure on nancial covenants due to operational constraints • Timely delivery of transformation plan • Volatility in raw material prices/ • Sustainability and climate change securitisation of key raw materials • Pace of digitalisation • Cyber attacks • Increase in xed costs • Competitiveness Financial Statements
Regulatory and compliance Reputational
• Responsiveness to changes in • Stringent implementation of product legislation and regulation and process quality standards • Government policy changes • Safety culture • Adherence to stringent environmental norms
Risks 49 Board of Directors Mr. Bhaskar Bhat Non-Executive Director A mechanical engineer from IIT Madras with a post-graduate diploma in management from IIM, Ahmedabad, Mr. Bhat joined the Tata Watch Project (initiated at Tata Press) in 1983, which later became Titan Watches, and now Titan Company. At Titan, he has handled sales and marketing, HR, international business and various general managerial assignments. He has served as managing director of Titan Company Limited since April 2002. He was awarded the Distinguished Alumnus Award of IIT Madras in 2008. He was appointed as Director on the Board of the Tata Sons in November, 2017. He was appointed as non-executive director of Tata Chemicals in December, 2016.
Mr. Nasser Munjee Independent Non-Executive Director With a Masters degree from the London School of Economics, Mr. Munjee, has held various positions at HDFC for more than 20 years, including serving as executive director. He was the managing director of IDFC and served on the board of various multinational companies and trusts. He was a technical advisor on the World Bank's Public Private Partnership Infrastructure and Advisory Fund. Mr. Munjee has been the chairman of DCB Bank since June 2005 and was appointed as independent, non-executive director of Tata Chemicals Limited in 2006.
Dr. YSP Thorat Independent Non-Executive Director Dr. Thorat started his career with the Reserve Bank of India in 1972 and was appointed its executive director in 2003. His major contribution has been in the eld of policy support for agriculture nance, supervision, and export credit. In 2004, he was appointed managing director, NABARD, and a year later became chairman. In the past, he has been associated with the Planning Commission, Government of India, for the 10th and 11th ve year plans. Dr. Thorat is also a director of Rallis India, Britannia Industries and Ambit Capital and also serves as an independent non-executive director of Tata Chemicals Limited since January 2010.
Ms. Vibha Paul Rishi Independent Non-Executive Director Ms. Vibha Paul Rishi holds a BA degree in economics from Delhi University and an MBA with specialisation in marketing from the Faculty of Management Studies, New Delhi. She is an experienced business leader who worked with Titan, PepsiCo, Max India and Future Group with stints in India, the UK and USA. Her last role was as the executive director, brand and human capital of Max India. She has worked at senior positions in branding, strategy, innovation, and human capital around the world. She serves on the boards of several companies and was appointed as an independent, non-executive director of Tata Chemicals Limited in September 2014.
Mr. S. Padmanabhan Non-Executive Director Mr Padmanabhan, is a distinguished alumnus of IIM Bangalore, and a Gold Medallist and alumnus from PSG College of Technology, Coimbatore and has also completed the Advanced Management Program at Harvard Business School. During a 26-year stint with Tata Consultancy Services, Mr. Padmanabhan held several senior leadership roles. He was also an executive director of Tata Power between 2008-2014 and the Group Chief Human Resources O cer at Tata Sons Limited. He is on the board of Tata Consulting Engineers Limited (chairman), In niti Retail and The Associated Building Company. Appointed non- executive director of Tata Chemicals Limited since December 2016, he is currently the executive chairman, Tata Business Excellence Group (TBExG).
50 Annual Report 2017-18 Mr. Ratan N. Tata Chairman Emeritus
Mr. Ratan Tata was the Chairman of Tata Sons from 1991 till his retirement on December Integrated Report 28, 2012. He was also chairman of the major Tata companies, including Tata Motors, Tata Steel, Tata Consultancy Services, Tata Power, Tata Global Beverages, Tata Chemicals, Indian Hotels and Tata Teleservices. During his tenure, the group’s revenues grew manifold, totalling over $100 billion in 2011-12. He is the chairman of the Tata Trusts which are amongst India's oldest, non-sectarian philanthropic organizations that work in several areas of community development. He is the chairman of the Council of Management of the Tata Institute of Fundamental Research and also serves on the board of trustees of Cornell University and the University of Southern California. Statutory Reports Ms. Padmini Khare Kaicker Independent Non-Executive Director Ms. Padmini Khare Kaicker is a Certi ed Public Accountant (USA) and a Diploma holder in Business Finance from the Institute of Chartered Financial Analysts of India. She is the Managing Partner of B. K. Khare & Co., one of the leading Indian accounting rms. She has wide experience in the areas of audit, taxation, corporate nance, risk management, corporate governance, M&A, and restructuring. She has been an independent, non-executive director of Tata Chemicals Limited since April 2018.
Mr. R. Mukundan Managing Director and CEO
An engineer from IIT Roorkee, Mr. R. Mukundan joined the Tata Administrative Service Financial Statements in 1990, after completing an MBA from FMS, Delhi University. He is also an alumnus of the Harvard Business School. During his career with the Tata group, he has held various responsibilities across the chemical, automotive and hospitality sectors of the group.
Mr. Zarir Langrana Executive Director An economics graduate from the University of Madras with post-graduation in business management from XLRI, Jamshedpur, Mr. Langrana has also attended advanced executive development programmes at Harvard Business School. During thirty years at Tata Chemicals, he has led the corporate strategy and business development functions, and headed the global marketing function for the chemicals business. Appointed an executive director in April 2018, Mr. Langrana currently heads the Global Chemicals Business and the new ventures in Nutraceuticals and Silica.
Board of Directors 51 Management team
R. Mukundan Sanjiv Lal Veeramani Shankar Managing Director & CEO Chief Operating O cer, Managing Director & CEO, Rallis India Indian Chemicals Business Limited Zarir Langrana Executive Director Richa Arora S Nagarajan Chief Operating O cer, Managing Director & CEO, Metahelix Life John Mulhall Consumer Business Sciences Limited Chief Financial O cer M Ravindranath Scott Ellis R. Nanda Chief Safety, Engineering & Managing Director & CEO, Tata Chemicals Chief Human Resources O cer Projects O cer North America
Rajiv M Chandan Rino Raj Martin Ashcroft General Counsel & Company Secretary Chief Information & Digital O cer Managing Director, Tata Chemicals Europe
D. K. Sundar Alka Talwar Jackson Muchira Mbui Chief Corporate Assurance and Initiatives Chief CSR & Sustainability O cer Managing Director, Tata Chemicals Magadi
Ranjeev Lodha Dr. Ashim Mullick Vice President & Group Corporate Head - Innovation Centre Controller Dr. Richard Lobo Head - Strategy & Business Excellence
Auditors B S R & Co. LLP Chartered Accountants
Solicitors AZB & Partners Mulla & Mulla & Craigie, Blunt & Caroe Shardul Amarchand Mangaldas Cyril Amarchand Mangaldas
Registrar & Transfer Agents TSR Darashaw Limited 6-10 Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011
52 Annual Report 2017-18 Basis of report preparation Integrated Report
In recent years the principles of ‘integrated We apply the following principles of Materiality reporting’ have come to prominence as AA 1000 AS (2008): Key material aspects have been identi ed a benchmark for global best practice in through our ongoing stakeholder corporate reporting. We consider the Inclusivity engagement and are addressed by ways and means by which an enterprise We are committed to be accountable for various programmes or action points with creates value using the capital inputs stakeholders who are impacted directly or measurable targets. available. For the third year, we have indirectly by our organisation. We map our used these principles as the basis for our stakeholders and have processes to ensure Responsiveness annual report. We follow internationally inclusion of stakeholder concerns and We reach out to a wide range of recognised frameworks and guidelines expectations. In addition, we continue to stakeholders through our reporting. such as United Nations Global Compact, develop our stakeholder engagement and Each group has its own speci c needs Global Reporting Initiative (GRI) and sustainability capacity at corporate and and interests. This report is one element
AA1000 Framework for Accountability, and manufacturing levels. of our interaction and communication. It Statutory Reports the Integrated Reporting
Forward looking Financial Statements statements
Certain statements in this Report 'intends', 'may', 'will', 'plans', 'outlook' results, but constitute our current regarding our business operations may and other words of similar meaning in expectations based on reasonable constitute forward-looking statements. connection with a discussion of future assumptions. Actual results could di er These include all statements other than operating or nancial performance. materially from those projected in any statements of historical fact, including forward-looking statements due to various those regarding the nancial position, Forward-looking statements are events, risks, uncertainties and other business strategy, management plans, necessarily dependent on assumptions, factors. We neither assume any obligation and objectives for future operations. data or methods that may be incorrect nor intend to update or revise any Forward-looking statements can be or imprecise and that may be incapable forward-looking statements, whether identi ed by words such as 'believes', of being realised, and as such, are not as a result of new information, future 'estimates', 'anticipates', 'expects', intended to be a guarantee of future events or otherwise.
Basis of report preparation and Forward looking statements 53 Assurance notice
The Board of Directors and Management Tata Chemicals Limited Mumbai, India
Ernst & Young LLP (EY) was engaged by Tata Chemicals Limited (the 'Company') to provide independent assurance on its Integrated Report 2017-18 (the ‘Report’) covering salient features of business as well as sustainability, including performance during the period 1st April 2017 to 31st March 2018.
The development of the Report based on the
Scope of assurance The scope of assurance covers the following aspects of the Report: • Data and information related to the Company’s environmental and social performance for the period 1st April 2017 to 31st March 2018; • The Company’s internal protocols, processes and controls related to the collection and collation of specified environmental and social performance data; • Verification of sample data and related information through consultations at the Company’s Head Office in Mumbai, desktop review at Innovation Centre (Pune) and physical visits to the following manufacturing locations: o Mithapur (Gujarat) o Sriperumbudur (Tamil Nadu) o Green River, Wyoming, USA (Tata Chemicals Soda Ash Partners) o Lake Magadi, Kenya (Tata Chemicals Magadi) o Tata Chemicals Europe Limited, Northwich & British Salt Limited, Middlewich, United Kingdom • The environmental and social performance data that was subject to above assurance is as follows: o Environmental Performance: • Raw material consumption, material recycled and reclaimed, energy consumption, energy savings, water withdrawal, water recycled and reused, wastewater discharge, greenhouse gas emissions, air emissions (SOX, NOX and particulate matter) and waste disposed; o Social Performance: • Total workforce, new hires and turnover, number of fatalities and reportable injuries, number of man-days lost, average employee training hours, employee training hours on human rights, total number of incidents of discrimination, and local community engagement and development programs.
Limitations of our review The assurance scope excludes: • Operations of the Company other than those mentioned in the ‘Scope of Assurance’; • Aspects of the Report and data/information other than those mentioned above; • Data and information outside the reporting period i.e. 1st April 2017 to 31st March 2018; • The Company’s statements that describe expression of opinion, belief, aspiration, expectation, aim or future intention provided by the Company; • Review of the Company’s compliance with regulations, acts, guidelines with respect to various regulatory agencies and other legal matters. • Data and information on economic and financial performance of the Company.
54 Annual Report 2017-18 Assurance criteria The assurance engagement was planned and performed in accordance with the International Federation of Accountants’ International Standard for Assurance Engagements Other than Audits or Reviews of Historical Financial Information (ISAE 3000) and the second edition of AccountAbility’s AA1000 Assurance Standard 2008 (AA1000 AS). Our evidence-gathering procedures were designed to obtain a ‘limited’ level of assurance (as set out in ISAE 3000) on reporting principles and a ‘Type 1 Moderate’ level of assurance (as per AA1000 AS), as well as conformance of the disclosures to the
What we did to form our conclusions
In order to form our conclusions we undertook the following key steps: Integrated Report • Interviews with select key personnel and the core team responsible for the preparation of the Report to understand the Company’s sustainability vision, mechanism for management of relevant issues and engagement with stakeholders; • Physical and desktop audits of the Company’s corporate office and manufacturing locations on a sample basis as mentioned in the ‘Scope of Assurance’ above; • Interactions with the key personnel at the Company’s manufacturing plants in order to understand and review the current processes in place for capturing environmental and social performance data; • Review of relevant documents and systems for gathering, analyzing and aggregating environmental and social performance data in the reporting period; • Review of the Integrated Report for detecting, on a test basis, any major anomalies between the data/information reported in the Integrated Report and the relevant source; • Review the level of adherence to principles of Integrated Reporting framework.
Our Observations The Company has developed the Report as per the Integrated Reporting framework. The Report includes a description of the Company’s
stakeholder engagement, materiality assessment, interlinkages of capitals and performance disclosures on material topics. Statutory Reports
Our Conclusions On the basis of our review scope and methodology, our conclusions are as follows: • Inclusiveness: The Company has described its key stakeholder groups, matters relevant to each group and methods of engagement in the Report. We are not aware of any matter that would lead us to conclude that the Company has not applied the principle of inclusivity in engaging with the key stakeholder groups identi ed in the Report. • Materiality: The Company has identi ed key issues material to its ability to create value has described the process for materiality analysis in the Report. Nothing has come to our attention that causes us to believe that material issues so identi ed have been excluded by the Company. • Responsiveness: We are not aware of any matter that would lead us to believe that the Company has not applied the responsiveness principle in its engagement with stakeholders identi ed in the Report on material aspects covering its environmental and social performance. • Reliability of performance information: Financial Statements Nothing has come to our attention that causes us not to believe that the information has been presented fairly, in material respects, in keeping with the Integrated Reporting framework and the Company’s reporting principles and criteria. There are processes for compilation, submission and approval of key performance data at the Company’s manufacturing locations and at the corporate level. These can be further strengthened for even better understanding of various reporting requirements.
Our assurance team and independence Our assurance team, comprising of multidisciplinary professionals, has been drawn from our climate change and sustainability network and undertakes similar engagements with a number of signi cant Indian and international businesses. As an assurance provider, EY is required to comply with the independence requirements set out in International Federation of Accountants (IFAC) Code of Ethics for Professional Accountants. EY’s independence policies and procedures ensure compliance with the Code. for Ernst & Young LLP
Chaitanya Kalia Partner 19 June 2018 Mumbai, India
Assurance notice 55 Results at a glance Standalone Consolidated ` in crore FY2018 FY2017 FY 2018 FY 2017
Revenue from continuing operations 3,524 3,837 10,345 10,681
EBITDA from continuing operations 922 858 2,191 2,094
Pro t before tax (including exceptional gain)
- Continuing operations 904 804 1,620 1,467
- Discontinued operations 1,652 186 1,652 186
Pro t after tax
- Continuing operations 624 579 1,560 1,121
- Discontinued operations 1,142 113 1,142 113
Other comprehensive income 1 1,032 378 1,098 375
Share capital 255 255 255 255
Other equities 11,069 8,601 10,847 7,653
Networth (equity) 11,324 8,555 11,102 7.908
Borrowings 1,097 2,041 6,108 7,072
Non current 681 1,088 5,394 4,361
Current 1 523 140 721
Current maturities 2 415 430 574 1,990
Cash and cash equivalents4 3,769 1,112 4,483 1,665
Capital employed 3 9,657 8,197 23,201 21,093
Borrowings : networth (equity) 0.10 0.24 0.55 0.89
Net worth per share 444.51 347.60 435.78 310.42
Earnings per share:
Basic & diluted
- Continuing operations 24.51 22.74 50.66 34.53
- Discontinued operations 44.85 4.45 44.85 4.45
Basic & diluted (total)
- Continuing & discontinued operations 69.36 27.19 95.51 38.98
Proposed dividend per share 22 11 22 11
No. of shares 254,756,278 254,756,278 254,756,278 254,756,278 Notes: (short-term) borrowing plus current maturities of non-current (long-term) 1. Other comprehensive Income is of equity shareholders of the Company borrowing and nance lease obligations minus investment in 2. Current maturities includes nance lease obligations subsidiary companies (other than Rallis India Limited). 3. Capital Employed: Total assets minus current liabilities plus current 4. Including other bank balances
56 Annual Report 2017-18 Statutory Reports and Financial Statements
Statutory Reports
Board’s Report 58 Management Discussion and Analysis 91 Corporate Governance Report 108 Business Responsibility Report 123
Financial Statements
Standalone Financial Statements
Independent Auditor’s Report 135 Balance Sheet 140 6WDWHPHQWRI3URȴWDQG/RVV 141 Statement of Changes in Equity 142 Statement of Cash Flow 143 Notes forming part of the Financial Statements 145
Consolidated Financial Statements
Independent Auditor’s Report 190 Consolidated Balance Sheet 194 &RQVROLGDWHG6WDWHPHQWRI3URȴWDQG/RVV 195 Consolidated Statement of Changes in Equity 196 Consolidated Statement of Cash Flow 197 Notes forming part of the Consolidated Financial Statements 199 Form AOC – 1 (Financial Information of Subsidiary Companies) 263
Notice 265 Financial Statistics 283 Attendance Slip / Proxy Form Board’s Report
TO THE MEMBERS OF TATA CHEMICALS LIMITED The Directors hereby present their seventy ninth Annual Report together with the audited financial statements for the Financial Year (FY) ended 31 March, 2018.
FINANCIAL RESULTS
` in crore Particulars Standalone Consolidated Year ended Year ended Year ended Year ended 31 March, 2018 31 March, 2017 31 March, 2018 31 March, 2017 Revenue from operations 3,524.17 3,837.04 10,345.36 10,680.98 Profit after exceptional gain, before depreciation and finance costs 1,116.65 1,034.59 2,414.49 2,260.41 Depreciation and amortisation expense 126.55 129.60 518.01 512.16 Profit before finance costs 990.10 904.99 1,896.48 1,748.25 Finance costs 86.51 100.98 325.58 297.29 Profit before share of profit of joint ventures and tax 903.59 804.01 1,570.90 1,450.96 Share of profit of joint ventures - - 49.23 15.62 Profit before tax 903.59 804.01 1,620.13 1,466.58 Tax expense 279.12 224.77 60.13 345.95 Profit from Continuing Operations after tax 624.47 579.24 1,560.00 1,120.63 Profit from Discontinued Operations after tax 1,142.49 113.47 1,142.49 113.47 Profit for the year 1,766.96 692.71 2,702.49 1,234.10 Attributable to: - Equity shareholders of the Company 1,766.96 692.71 2,433.08 993.11 - Non-controlling interests - - 269.41 240.99 Other comprehensive income (‘OCI’) 1,031.58 378.16 1,108.80 348.96 Total comprehensive income 2,798.54 1,070.87 3,811.29 1,583.06
Balance in Retained earnings at the beginning of the year 4,072.61 3,714.09 1,509.39 996.00 Profit for the year (attributable to equity shareholders of the Company) 1,766.96 692.71 2,433.08 993.11 Re-measurement of defined employee benefit plans 21.42 (32.52) 116.94 (165.24) Transfer from OCI - sale of non-current investment 903.98 - 903.98 - Dividends including tax on dividend (329.85) (301.67) (337.31) (306.62) Acquisition of non-controlling interests - - - (7.86) Balance in Retained earnings at the end of the year 6,435.12 4,072.61 4,626.08 1,509.39
DIVIDEND DIVESTMENT OF FERTILISERS BUSINESS For the FY 2017-18, the Board of Directors have recommended The Company had, on 10 August, 2016, entered into an Agreement a dividend of ` 11 per share (110%) (previous year ` 11 per share) with Yara Fertilisers India Private Limited (‘Yara India’) to transfer and a special dividend of ` 11 per share (110%) to reflect one time its Urea and Customised Fertiliser Business (‘Divestment Business’) income on account of sale of the Fertiliser Business, on the Ordinary situated at Babrala, Uttar Pradesh, by way of a slump sale on a Shares of the Company, aggregating ` 22 per share (previous year going concern basis, for a consideration of ` 2,670 crore (subject to ` 11 per share). If declared by the members at the ensuing Annual certain adjustments), through a Scheme of Arrangement between General Meeting (‘AGM’), the total dividend outgo during FY 2018-19 the Company and Yara India (‘the Scheme’). On receipt of requisite would amount to ` 560.46 crore excluding dividend tax (previous year regulatory approvals, fulfillment of conditions precedent and sanction ` 280.23 crore excluding dividend tax). of the Hon’ble National Company Law Tribunal, Mumbai (‘NCLT’), the
58 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 59 3,376.83 ` Board's Report 1,766.96 crore, an increase of 155% over the over of 155% an increase 1,766.96 crore, ` 3,459.80 crore in the previous year, a marginal a marginal year, in the previous 3,459.80 crore ` 692.71 crore to to 692.71 crore Business achieved revenue on standalone basis of revenue Business achieved against crore of 2.4%. decrease operational performance the Indian Chemical Operations. for This performance business in a challenging was achieved costs and marked in input energy by increase environment domestic and global emanating from pressures competitive This performancecapacity was additions in the key product. with operational excellence through made possible largely on optimising the costs and serving focus relentless customers efficiently. some costs led to rise in the input energy Significant products. than adequately profitability which was more on pressure by a strictcompensated on the operational costs. control in key application industries growth based driven by a broad The manufacturing at volumes including glass and detergents. Mithapur while the sales flat at 8.17 lakh remained p.a. tonnes than the lower was marginally at 6.93 lakhvolume p.a. tonnes in the previous of 7.08 lakh figure corresponding p.a. tonnes of consumption mainly on account of higher captive year, meet the In to sodium bicarbonate. order produce soda ash to the business during the year, requirements higher customer its Mithapuralso supplemented with soda ash volumes The Company companies and others. group TCL imports from a branded speckle soda ash offering grade “Detmate”, launched in demand growth The strong segment. the detergent for and the firming up of the international prices during the year price better realisations. contributed to of a growth demand registered bicarbonate (‘bicarb’) on focus to continues The Company in FY 2017-18. 13% p.a. Mithapur of bicarb. registered and value growth both volume bicarbthe highest ever of 1.06 lakh production tonnes and year) in the previous (against 1.01 lakh p.a. p.a. tonnes (against 1.01 lakh of 1.06 lakhhighest sales volume p.a. tonnes ` 1. INORGANIC CHEMICALS SEGMENT 1.1 INDIA OPERATIONS the Inorganic Chemicals under review, During the year financial and of strong FY 2017-18 was another year of all key maximise throughput continued to The business Ash Soda the year, at 12% for soda ash grew Domestic for demand Bicarbonate Sodium the domestic sodium rate, In line with its long-term growth year (Continuing Operations and Discontinued Operations) increased increased Operations) Discontinued and Operations (Continuing year from year. previous ‘the Company’) operation or (‘TCL’ Chemicals Limited’s Tata (1) segments: three under is organised Operations’) (‘Continuing Inorganic Sodium Bicarbonate, Salt, comprising Chemicals Soda Ash, (2) OtherMarine Soda and Cement; Caustic Chemicals, Agri-inputs and (3) Others operations; comprisingcomprising Rallis India Limited’s Performance and Nutritional Solutions. Purifier Water Spices, Pulses, these businesses is discussed below: of review 2,702.49 ` 10,680.98 ` 579.24 crore to to 579.24 crore 804.01 crore to to 804.01 crore ` 857.67 crore to to 857.67 crore ` ` 3,524.17 crore as against 3,524.17 crore ` 1,234.10 crore to to 1,234.10 crore ` 3,837.04 crore, down by 8%. EBITDA 8%. EBITDA down by 3,837.04 crore, ` 2,682 crore (subject post completion to 2,682 crore ` 1,560.00 crore, an increase of 39% over of 39% over an increase 1,560.00 crore, ` 2,433.08 crore, an increase of 145% over the of 145% over an increase 2,433.08 crore, 2,190.69 crore, registering an increase of 5% over of 5% over an increase registering 2,190.69 crore, ` ` 1,120.63 crore to to 1,120.63 crore ` 375 crore (subject certain to 375 crore after usual adjustments in closing) ` 922.16 crore, an increase of 8% over the previous year. Profit before before Profit year. the previous of 8% over an increase 922.16 crore, 10,345.36 crore as against the previous year’s figure of figure year’s as against the previous 10,345.36 crore to 2,094.29 crore of figure year’s the previous over of 10% an increase 1,620.13 crore, Operations increased Continuing after tax from Profit 1,466.58 crore. 993.11 crore to to 993.11 crore after Profit year. the previous of 12% over an increase 903.59 crore, the for Profit year. the previous of 8% over an increase 624.47 crore, PERFORMANCE REVIEWPERFORMANCE Consolidated: Operations was Continuing from revenue The consolidated ` and tax, depreciation interest, down by 3%. Earnings before crore, from Operations increased Continuing from amortisation (‘EBITDA’) ` Operations was Continuing tax from before Profit year. the previous ` ` from the previous year. Profit for the year (Continuing Operations and (Continuing the year for Profit year. the previous from Discontinued Operations) increased working capital adjustments) from Yara India the said date. on Yara working capital adjustments) from on at its meeting held of the Company, of Directors The Board Fertilisers of its Phosphatic the sale 2017, approved 6 November, Business comprising bulk and non-bulk Trading Business and the Bengal to West at Haldia in assets situated fertilisers and all related (‘IRC’), Limited Private subsidiary wholly owned IRC Agrochemicals of is on a going sale The proposed Netherlands. Indorama Holdings BV, a lump sum consideration for concern of a slump sale, basis and by way of (‘BTA’) Agreement Transfer with the terms of the Business accordance IRC and Indorama Holdings B.V. between the Company, into entered In of terms of Section Act, 2013, approval 180(1)(a) of the Companies 2018 for January, was obtained on 10 the Members of the Company of Section transaction 110 of the the proposed under the provisions postal ballot. with applicable Rules through Act, 2013 read Companies Trading Business and Fertiliser Phosphatic of of the transfer The effect of the period in which in the financial results Business will be reflected regulatory of all the requisite post receipt the deal is consummated and statutory approvals. Fertilisers Phosphatic Business (comprising Urea, the Fertiliser Hence, Operations in the Business) is classified as Discontinued Trading and 2018. ended 31 March, the year for financial statements Scheme became effective from 12 January, 2018 on filing the Order the Order on filing 2018 12 January, from effective became Scheme the with the Ministry Accordingly, Affairs. of Corporate of the NCLT deeds, contracts, liabilities, along with the assets, Business Divestment India with in accordance Yara with and vested stands transferred etc. the Company which 2018 for 12 January, from with effect the Scheme of a consideration received crore, an increase of 119% over the previous year. Profit for the year the year for Profit year. the previous of 119% over an increase crore, from increased attributable of the Company equity to shareholders ` year. previous Standalone: Operations was Continuing from Revenue of figure year’s the previous from Operations increased Continuing from ` from Operations increased Continuing tax from ` from Operations increased Continuing tax from ` tonnes p.a. in the previous year), including the sales in small was partly offset by adverse sales pricing and mix, sales and consumer packs. In line with our strategy to increase the share general administration expense, inventory adjustment and of higher value grades in bicarb, the Company also launched plant spend. “Medikarb”, a pharmaceutical grade product which received Profit before tax and profit after tax and non-controlling excellent response from customers. The price realisations for interest for the year under review were at US$ 76.22 million bicarb showed good gains as the share of value added and (` 491.27 crore) and US$ 74.13 million (` 477.80 crore) differentiated brands targeted towards specific consumer respectively against US$ 67.15 million (` 450.40 crore) and segments of the bicarb portfolio continued to show strong US$ 31.56 million (` 211.69 crore) respectively during the growth. previous year. Cement 1.2.2 Tata Chemicals Europe Limited and British Salt Limited The cement market scenario showed improvement in both Tata Chemicals Europe Limited’s business consists of soda demand and price realisation in the Company’s targeted ash, sodium bicarbonate and energy units while British Salt markets in Gujarat. Cement production volumes were at Limited manufactures and sells industrial and food grade salt. approximately 5.00 lakh tonnes during the year under review Combined, they represent the UK Operations. against 5.16 lakh tonnes during the previous year. Cement sales The turnover of UK Operations for the year was £168.00 million during the year were at approximately 4.83 lakh tonnes against (` 1,436.53 crore) against £184.4 million (` 1,614.81 crore) in 5.08 lakh tonnes during the previous year. While production the previous year. The reduction represents lower volumes and sales volume of cement were marginally lower than the of imported soda ash through its dedicated facility during corresponding figures in the previous year due to operational the year, leading to a reduction in the group’s share of the constraints, its price realisations and profitability improved UK market. Otherwise the group companies maintained their significantly during the year, largely due to its rigorous quality share of UK markets in its key products. There was no income focus and customer connect initiatives undertaken during the from gas storage related activities during the year against £5.00 year. million (` 42.75 crore) in the previous year. Overall production and manufacturing efficiency levels were similar to the previous Salt year, despite interruptions caused by a fire at the Lostock site in May 2017 and the loss of the spare gas turbine at the During the year, the Iodised salt production in Mithapur was UK Operations’ combined heat and power plant in 9,60,596 tonnes, 4.4% higher than the previous year. Overall, January 2018. Sales demand remained strong throughout branded salt sales were at 10,58,772 tonnes in FY 2017-18. the year across the product range and exports continued to Tata Salt grew by 2.2% in sales volume over the previous benefit from the weakness of Sterling vs. Euro and US Dollar. year to reach sales volume of 9,24,863 tonnes in FY 2017-18. The UK group took the opportunity to refinance and restructure It continues to be the largest distributed brand with a reach its operations in March 2018. This has reduced borrowing costs of 17.8 lakh retail outlets across India. Tata Salt Lite grew by as well as provided additional, targeted funding for a number 3.3% in sales volume and achieved volumes of 20,261 tonnes of key developmental capital projects, which are in progress. in FY 2017-18. I-Shakti salt continued to drive the iodisation EBITDA for the year was £ 25.50 million (` 218.04 crore) against movement, complimenting Tata Salt with a sale of 91,656 £ 26.30 million (` 230.31 crore) in the previous year and the tonnes in FY 2017-18. profit on ordinary activities before taxation was £6.90 million 1.2 OVERSEAS OPERATIONS (` 59.00 crore) against £ 11.50 million (` 100.71 crore) in the previous year after taking into account credits in respect 1.2.1 Tata Chemicals North America Inc. (‘TCNA’) of derivative mark-to-market adjustments of £ 0.20 million (` 1.71 crore) against £2.50 million (` 21.89 crore) in the The production volumes at TCNA were higher by 5.8% during previous year. the year, the highest since FY 2010-11 and the second highest volumes ever made by the site, due to the success of the The profit after tax was £ 6.90 million (` 59.00 crore) against reliability program initiated in recent years. Sales volumes were £ 11.50 million (` 100.71 crore) in the previous year. higher by 4.9% during the year. TCNA posted gross revenue 1.2.3 Tata Chemicals Magadi Limited (‘TCML’) ` of US$ 498.88 million ( 3,215.52 crore) for the year ended During the year, TCML soda ash production volumes increased 31 March, 2018 against US$ 476.11 million (` 3,193.48 crore) in by 7.9% and the sales volume increased by 23.4% over the the previous year. previous year. Revenue increased during the year due to higher sales volumes During the year, TCML achieved total sales of US$ 76.54 million which helped offset the adverse sales mix and pricing. (` 493.34 crore) against the previous year’s sales of US$ 59.77 million (` 400.90 crore), registering an increase of 28.1%. During the year, EBITDA at TCNA was US$ 108.66 million (` 700.36 crore) against US$ 95.85 million (` 642.91 crore) in During the year under review, TCML posted EBITDA of the previous year. Favourable soda ash production, Trona pile US$ 13.14 million (` 84.69 crore) against US$ 5.53 million movement, soda ash sales volumes and miscellaneous income (` 37.09 crore) in the previous year, an increase of 137.6%
60 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 61 Board's Report 374.83 crore in the previous in the previous 374.83 crore ` 146.07 crore against 146.07 crore ` year, down by 61.0%. down by year, Pulses pulses production in India This year, packaged pulses space. This last three-year average. 20% over of around a growth saw The Company the year. in low prices throughout has resulted delivery pilot on protein through focus has continued to and organic likelaunches in various platforms dal based mixes the go-to-market has also realigned The Company pulses. specially on on shelf and focused freshness improve model to the modern distribution channels. Spices Bhaji Sampann spices portfolio viz. Sambhar Masala, Pav campaign Ka Masaledar Sach” “Aaj The Masala and Chat Masala. the superiority drive communication regarding continued to on focus continued to The Company spices. Sampann Tata of modern channels and e-commerce in along with investments proposition. a differentiated create brand to Purifier Water clean drinking marketing alternate through channels water including partnering entrepreneurs village level with NGOs, the This year cost-effective products. and introduction of more community purifier water business introduced based gravity non-electric schools and purification water solutions targeting small hamlets. clean drinking access to water, impetus and greater increased purifierthe water a social business will be taken up through Ncourage Social Enterpriseenterprise Foundation. foundation, was incorporated under Section the 8 of This Foundation Act, (‘the 2013 Companies Act’) establish to by the Company business social businesses which provide and promote on clean social issues and will initially focus solutions to drinking water. water purifiers water a total and nutritional solutions achieved of revenue and rice seeds portfolio and grew revenues by 74% over the 74% over by revenues and rice seeds portfolio and grew cotton viz. launched, were products new Three year. previous North,Anjusha for Hybrid Rice segment in the fine grain RIL 222 and Selection Rice segment. grain Akshitha in the fine continued its good Grapes RSK initiative year. the previous over performancein farmers seeking with substantial increase this management and water service. additional modules for A few make valuable for to added it more pest management were the farmers. in the branded Sampann is the only national player Tata Tata added in the new variants were three During the year, affordable purifier promote business continued to Water give decision to the following During year, the current 3. OTHERS spices, including pulses, segment ‘Others’ the During year, the the cotton establish to Rallis progress made During the year, by about 25% In Services, increased Agri sales of GeoGreen 96.04 ` 170.22 ` 1,790.94 479 crore, 479 crore, ` ` 139.18 crore 139.18 crore 141.49 crore, 141.49 crore, 7.51 crore) in 7.51 crore) ` ` 167.02 crore, 167.02 crore, ` ` 34.16 crore). ` 1,663.52 crore in the previous year, up year, in the previous 1,663.52 crore 1,385.71 crore. Net profit, at Net profit, 1,385.71 crore. ` ` 441 crore during FY 2016-17. During the year, Rallis during FY 2016-17. During the year, 441 crore 1,498.42 crore, were 8.1% higher than the previous 8.1% higher than the previous were 1,498.42 crore, ` ` 39.96 crore) against US$1.12 million ( against US$1.12 39.96 crore) ` 559.14 crore) and Other dividend from Income 559.14 crore) representing 126.85 crore). Standalone revenue from operations (net of operations from Standalone revenue 126.85 crore). ` Rallis (‘Rallis’) India Limited over the previous year. The major contributing factors for the major contributingThe factors for year. the previous over and sales volumes performance increased higher EBITDA were plant efficiencies. improved million ( grew marginally by 1.7% against the net profit of of by 1.7% against the net profit marginally grew year. in the previous key in important Rallis of few crops acreages geographies, 11% against over the domestic business by grow was able to the industry where areas in Even faced year. the previous regulatory Rallis maintain its business issues, has managed to acceptance of Rallisdue to Samrudh Krishi at both channel and International a achieved Business Division Rallis’ farmer level. to growing of 9% during the year, growth revenue as against countries in several and approvals has gained 14 registration the globe. also successfully launched 5 brands around the specialty for crops used for a leading fungicide Pulito, are increase of a wide spectrum as to control of diseases as well - mix formulation a new age ready plant/ fruit health; Cenator, Sheath Blight; Odis, Paddy for + Epoxiconazole of Fluxapyroxad chemistrywhich is a one-shot proven mix of well with ready of sucking control pests effective mode of actions for different impactof rice with a significant on paddy crop and cotton, oil dispersion formulation, an innovative production; Riceup, the management spectrum herbicide systemic with broad for in both direct seeded rice rice;of major weeds and transplanted of key the control lepidopteron for introduced and Jashn Super, crops. commercial losses to pest, which causes significant crore as against as against crore at stood net profit by 7.7%. Consolidated of net profit the consolidated by 1.9% over lower of item exceptional (excluding year previous in the crore ` at excise), of revenue year’s crore). Profit after Tax was US$ 5.30 million ( Tax after Profit crore). the previous year. Better cash management and collections cash management Better year. the previous than budget in lower resulted receivable VAT of outstanding cost. interest and managing procurement trading, constitute the Company, engages in trading TCIPL subsidiaries. in overseas investments and MiddleEast Asia of soda ash in South East, and manages exploring is also TCIPL of some key materials. raw procurement opportunities in allied products in these markets. ( its wholly owned subsidiaries was US$ 14.90 million ( was at (net of excise) revenue consolidated Rallis’ 2. INPUTS AGRI OTHER of US$ 6.20 Tax after Profit registered under review year The monsoon pattern and constrained the irregular Despite These Rallis new products during the year. has launched five 1.2.4 (‘TCIPL’) Pte Limited Chemicals International Tata subsidiary a wholly owned The primaryTCIPL, of activities of was US$ 86.75 million revenue TCIPL During FY 2017-18, Nutritional Solutions FERTILISER BUSINESS (DISCONTINUED OPERATIONS) FY 2017-18 was another milestone year in developing As mentioned above, the Company sold the Urea and Customised infrastructure and capabilities. With a committed capital outlay Fertiliser business situated at Babrala, Uttar Pradesh to Yara India of ` 270 crore, the construction of the world-class 5,000 MTPA effective 12 January, 2018. During the year under review, the manufacturing plant at Mambattu, Nellore, Andhra Pradesh is Company also entered into a Business Transfer Agreement with IRC on schedule. The business has also steadily built capabilities Agrochemicals Private Limited, a subsidiary of Indorama Holdings B.V., in IPR clinical studies, product conceptualisation through Netherlands, for the sale of its Phosphatic Fertilisers Business and the customer partnership, complex fermentation technologies Trading Business comprising bulk and non-bulk fertilisers situated at and gut microbiome data models. Haldia, West Bengal subject to certain regulatory and other approvals. The business performance in FY 2017-18 was driven through a The Company is intending to close the pesticides and seeds business mix of Prebiotics [Fructo-oligosaccharide (‘FOS’) and Galacto- and has considerably wound down the same during the year. oligosaccharide (‘GOS’)] manufactured at Sriperumbudur In view of the above, the entire business is now classified as near Chennai and complementary products in the food Discontinued Operations in the financial statements for the year ingredient space. Supported by strong plant performance and ended 31 March, 2018. encouraging customer response, overall in this financial year, the business achieved a turnover of ` 33.80 crore, a jump of During the year, sales revenue of Discontinued Operations stood at over 30.0% over the previous year. ` 4,086.91 crore against ` 4,616.80 crore in the previous year. The Profit after Tax from Discontinued Operations was ` 1,142.49 crore against Operations at Sriperumbudur remained stable and the plant ` 113.47 crore in the previous year (includes exceptional items of supported the increased customer demand by producing ` 1,213.99 crore). higher quantities across multiple grades of FOS. Project execution at Nellore, Andhra Pradesh is underway with the FINANCE ground-breaking ceremony performed in November 2017, The Company did not raise any long term borrowing during the year civil construction is on track and most major equipment under review. In the month of October 2017, the Company repaid, have been ordered. While sales of FOS and GOS continue to upon maturity, the 1st instalment of US$ 63.27 million relating to the remain buoyant, our newly introduced product offerings external commercial borrowing of US$ 190 million raised during also found wide acceptance in food and beverages, infant FY 2013-14. nutrition, nutraceutical, pharmaceuticals and animal nutrition segments. A gross total of 1,700 tonnes of products were As a result of efforts to improve net working capital and accretion sold in India to 600+ customers across 105 cities. With the of cash during the year, the short term financing requirements upcoming expansion, the business is in process of creating an reduced substantially during second half of the financial year. Any international distribution network for select markets. requirements during the first half were satisfied through Commercial Papers or working capital demand loans, all repaid during the year. Advance Materials Pursuant to the announcement of Special Banking Arrangement The Company signed a Business Transfer Agreement with by the Department of Fertilizers, Government of India, during M/s. Allied Silica Limited (‘ASL’), on April 7, 2018, to acquire March 2018, the Company availed loans against subsidy receivables their business of precipitated silica, on a slump sale and going totalling ` 307.95 crore. The gross outstanding balance of subsidy concern basis, for a consideration of upto ` 123 crore to be receivables as on 31 March, 2018 was ` 858.69 crore (31 March, 2017: paid subject to fulfillment of certain agreed conditions and ` 1,684.41 crore). milestones. The acquisition includes the existing manufacturing During the year, overseas subsidiaries of the Company carried out the site, which is recently commissioned, for precipitated silica at following refinancing exercises: SIPCOT Industrial Park Phase II, Cuddalore, Tamil Nadu. - Tata Chemicals International Pte. Ltd: Refinanced US$ 200 This acquisition is part of the ` 295 crore investment approved million for five years and repaid the existing loan of US$ 200 by the Board of TCL in February 2017 for entry into the Highly million. Dispersible Silica (‘HDS’) business. Upon completion of the acquisition, this will represent yet another step in TCL’s journey - Homefield Pvt. UK Ltd: Refinanced US$ 28.50 million for five to build technologically enabled, differentiated businesses, years and repaid existing loan of US$ 28.00 million. with greater customer centricity while leveraging its core - Homefield 2 UK Limited group: Entities in the UK group prepaid strengths. The manufacture of HDS is in line with our focus to an existing term loan and revolving credit facilities totalling grow our specialty business, along with our consumer business. £ 133.20 million and entered into two separate facilities. Tata Precipitated silica is a versatile product with applications in Chemicals Holdings Europe Limited and subsidiaries undertook many industries including rubber, oral care, coatings and a new agreement for term loan and revolving credit facilities agrochemicals. The acquisition also offers the possibility of aggregating £ 100 million for a tenor of five years (drawn at producing high performance value added silica. This specialty 31 March, 2018: £ 89 million). Cheshire Salt Holdings Limited chemical represents a downstream value addition to Tata and subsidiaries entered into new agreement for term loan and Chemicals soda ash business, where it ranks among the top revolving credit facilities aggregating £ 55 million for a tenor of manufacturers globally. five years (amount drawn at 31 March, 2018: £ 50 million). The technology to manufacture HDS has been developed at In September 2017, the Company sold its investment of 4,31,75,140 the Company’s Innovation Centre in Pune. shares of Tata Global Beverages Limited, realising ` 920.07 crore.
62 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 63 and same is Board's Report Annexure 1 Annexure DIVIDEND DISTRIBUTION POLICY it In with Regulation 43A of Listing Regulations, accordance on market based entities, is mandatory 500 listed the top for a of everycapitalisation, as on 31 March formulate to financial year (‘Policy’)Dividend Distribution Policy and disclose the same in the Annual Report of the Company. and on the website has adopted of the Company of Directors the Board Accordingly, consistency fairness, and for which endeavours the Policy The sustainability the shareholders. to while distributing profits this Annual Report is attached to Policy as RISK MANAGEMENT POLICY RISK MANAGEMENT The Risk Management down the policy lays of the Company in framework of Risk approach a proactive Management promoting risks with the business. associated reporting, evaluating and resolving and prioritisation identification Mechanisms of risks for include and internal risk Analysis factors. scanning the business environment of the risks discussion at identified is carried of focused out by way Risk (Senior Managementthe meetings of the empowered Group and Risk team) of the Board. Management Committee Leadership of governance structure has also helped in the integration The robust strategy the Enterprise Risk with the Company’s Management process used as inputs in risks are emerging where and planning processes and planning process. the strategy the development used as one of the keyIdentified risks are inputs for riskThe respective owner selects a and business plan. of strategy risk and appetite series risks of actions with the Company’s align to impact the potential of the risk reduce should to risk levels tolerance the expected frequency reduce of its occurrence. it occur and/or to of identified and progress owners are Mitigation finalised, plans are The risk management and reviewed. mitigation actions monitored are subsidiaries overseas including out to has been rolled process domestic business. a Risk has constituted the Company Although non-mandatory, (‘RMC’)Management Committee the risk oversee management to Thorat, Y.S.P. under the chairmanshipefforts of Dr. in the Company the to Risk is provided assessment update Independent Director. and the Committee RMC assists the Audit RMC on periodical basis. risk management the Company’s in overseeing of Directors Board set out in the Some of the risks identified are and controls. processes Management part Discussion and Analysis which forms of this Annual Report. No material related party duringNo material related the entered transactions were of related the disclosure Accordingly, by the Company. financial year party under SectionAct 134(3)(h) of the in as required transactions, the Company. to is not applicable AOC-2 Form and approved partiesAll transactions reviewed related with were obtained for is omnibus approval Prior Committee. by the Audit party and entered related nature of repetitive transactions are which basis. length in the ordinary and on an arm’s course of business omnibus approval the pursuant to into The transactions entered a Thereafter, by the internal audit team. reviewed are so granted partyall related details of giving statement transactions is placed on a quarterly its review. Committee the Audit basis for before parties in the The details of the transactions provided with related are financial statements. accompanying available on the Company’s website under the ‘Investors’ section at section at ‘Investors’ under the website on the Company’s available http://www.tatachemicals.com/upload/content_pdf/tcl-dividend- distribution-policy.pdf. 250 crore 250 crore ` 2,682 crore 2,682 crore 1,897 crore 1,897 crore ` ` 24.34 crore) and and 24.34 crore) ` 21.02 crore) respectively to the Company. the Company. to respectively 21.02 crore) ` 36.50 crore (FY 2016-17: 36.50 crore ` 2,448 crore are rated at CARE AA+ (Outlook: at CARE AA+ rated and CARE Stable) are 2,448 crore CRISIL Ratings at CRISIL A1+ by is rated 600 crore Investors ServiceInvestors Ratings Fitch outlook from at CARE AA+ with Stable outlook by CARE Ratings rated and are BWR Brickwork by AA+ (Stable) Ratings and short term bank facilities (non-fund based limits) of and short term limits) of bank facilities (non-fund based ` by CARE Ratings A1+, respectively, ` Grade and Sp. rating of Ba3/LGD4 Facility Bank Credit Secured Service Investors Moody’s from Liquidity rating of SGL-2 S&P BB/Recovery debt from rating 1(95%) on Senior Secured Global 9.82 crore (FY 2016-17: 9.82 crore RELATED PARTY TRANSACTIONS PARTY RELATED a policy has formulated on materialityThe Company of related party party transactions and manner of dealing with related at the link: website transactions on the Company’s is available which http://tatachemicals.com/upload/content_pdf/tcl_rpt_policy.pdf. party All related during into FY 2017-18 were transactions entered length basis and in the ordinary course of business. on an arm’s BUSINESS RESPONSIBILITY REPORT Regulation 34(2)(f) to Pursuant the Business of the Listing Regulations, social Responsibility Report an environmental, taken initiatives from as is available and governance perspective format in the prescribed sectiona separate of this Annual Report on the and also available viz. www.tatachemicals.com. website Company’s Pursuant to Regulation 34 of the SEBI (Listing Obligations & to Pursuant 2015 (‘Listing Regulations’), Regulations, Requirements) Disclosure in a separate the Management Discussion and Analysis is presented section part forming of this Annual Report. MANAGEMENT DISCUSSION AND ANALYSIS MANAGEMENT (subject post completion working to adjustments). capital venture subsidiaries/joint from Dividends joint venture, a Rallis, a subsidiary and IMACID, of the Company paid dividends of In January the Urea sale of the completed the Company 2018, of a consideration India and received Yara business to Tata Chemicals North Chemicals America Inc., a step-downTata subsidiary of the 2016-17: US$ 10 paid a dividend of US$ 12.34 million (FY Company, requirements operational towards deployed million) which has been Singapore. TCIPL, and external costs at finance Ratings Credit at As rating of the Company. no changes in the credit were There ratings: credit had the following 2018, the Company 31 March, - Rating Moody’s of Ba1/Stable from Family Corporate Term Long - Issuer Default Rating (IDR) of BB+ with Stable Long-Term - Non-Convertible INR denominated of Debentures - term bank facilities (fund-based limits) of Long ` - of Paper) Short (including Commercial term debt programme Chemicals North 2018 was: rating at 31 March, America Inc. credit Tata - Rating Senior of Ba3/Stable, Family Corporate Term A Long - ratings of rating of B+/Stable and issue level credit A Corporate CORPORATE SOCIAL RESPONSIBILITY (‘CSR’) WHISTLEBLOWER POLICY AND VIGIL MECHANISM The CSR activities of the Company are governed by the CSR, Safety The Company has adopted a Whistleblower Policy and Vigil and Sustainability Committee of the Board. The Corporate Social Mechanism to provide a formal mechanism to the Directors, Responsibility Policy (‘CSR Policy’) approved by the Board guides employees and its stakeholders to report their concerns about in designing CSR activities for improving quality of life of society unethical behaviour, actual or suspected fraud or violation of the and conserving the environment and bio-diversity in a sustainable Company’s Code of Conduct. Protected disclosures can be made by manner. a whistleblower through several channels. The policy provides for The Company has adopted a participatory approach in designing need adequate safeguards against victimisation of employees who avail of based CSR programs which are implemented through Tata Chemicals the mechanism and also provides for direct access to the Chairman of Society for Rural Development, Okhai Centre for Empowerment, the Audit Committee. It is affirmed that no personnel of the Company Uday Foundation and in partnership with various government and has been denied access to the Audit Committee. The details of the non-government institutions. The Company carried out its CSR policy are given in the corporate governance report and also posted activities in Mithapur, Babrala, Haldia and Sriperumbudur and also on the website of the Company viz. www.tatachemicals.com. in remotest parts of India like Sundarbans (West Bengal), Kutch PREVENTION OF SEXUAL HARASSMENT (‘POSH’) & Banaskantha (Gujarat), Dharni (Maharashtra), Barwani (Madhya Pradesh), etc. The Company is an equal opportunity employer and consciously The Company has an integrated approach to community strives to build a work culture that promotes the dignity of all development which helps in touching all aspects of society such as employees. The Company has zero tolerance for sexual harassment livelihood, education, health, environment and empowerment of the at workplace and has adopted a Policy on prevention, prohibition, weaker section of the society. The Company has a special focus on and redressal of sexual harassment at workplace. This is in line with affirmative action for inclusion of dalits and tribals. the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made The overall CSR activities of the Company have been named as thereunder. BEACoN which stands for Blossom, Enhance, Aspire, Conserve and Nurture. Four complaints of sexual harassment were received during the year ʀ The Blossom programme focuses on promotion of livelihood of for which the Company has taken appropriate actions ranging from the rural artisans by supporting in establishing market linkages minor (counselling) and major actions (termination). Mandatory of the traditional handicrafts. Okhai is the flagship program online refresher course was conducted for all white collar job and under Blossom. more than 30 POSH classroom trainings were conducted across locations covering permanent, contractual/third party employee/ ʀ The Enhance programme focuses on alleviation of poverty interns. among the rural masses by enhancing productivity of agriculture and livestock and providing basic infrastructure The POSH committee members participated in POSH master class support. Unnati and Pashu Palak Mitra are two very important conducted for capability building. interventions under Enhance. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS ʀ The Aspire programme targets the students of all grades and youth who are drop-outs and looking for employment The Company has not given any loans during the year under review. opportunities. The support is provided by improving the The details of investments made during the year are given hereunder: quality of education in schools, providing scholarship support Sr. Name of the Party Nature of Transaction (` in crore) to students and imparting vocational skills to youth for a No. meaningful employment. 1. The Indian Hotels Investment in Equity 13.36 ʀ The Conserve programme ensures environmental conservation Company Limited Shares through rights issue through land and water management activities, preservation 2. Ncourage Social Enterprise Investment in Equity 0.05 of bio-diversity and mitigation of climate change impacts. Foundation (Section 8 Shares ‘Dharti Ko Arpan’ is the flagship program under Conserve. company) 3. Tata Steel Limited Investment in Equity 20.33 ʀ The Nurture programmes provide healthcare, nutrition, Shares through rights issue sanitation and drinking water solutions to the rural masses. 4. Tata Steel Limited Investment in partly paid 3.07 The Company focusses on inclusion of marginalised population of the Equity Shares through society especially the dalit, tribal and women in all its CSR programmes rights issue and also responds to any disasters. During the year under review, the Company did not provide any The CSR Policy is available on the Company’s website at additional corporate guarantees. http://www.tatachemicals.com/upload/content_pdf/csr- Details of loans, guarantees and investments covered under the policy_20161012071424.pdf. provisions of Section 186 of the Act are given in the notes to the The Annual Report on CSR activities is annexed as Annexure 2 to this financial statements. report.
64 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 65 Board's Report DIRECTORS AND KEY MANAGERIAL PERSONNEL AND KEY MANAGERIAL DIRECTORS Directors Appointment of the Nomination and the recommendations to Pursuant (‘NRC’), Remuneration Committee appointed of Directors the Board Khare Kaicker Company of the Padmini Director as an Additional Ms. with Articleaccordance 2018 in 1 April, 133 of the from with effect Articles and Sectionof Association 161(1) of the Act. She Company’s of the forthcoming and a Notice the date AGM holds office upto a Member from under Section of the Act 160(1) has been received She her appointment as Director. propose to the intention signifying a period as an Independent of 5 years was also appointed for Director 2023 subject 31 March, approval 2018 upto to 1 April, from with effect of the Members at the ensuing AGM. of of the NRC, the Board the recommendations to Pursuant Director as an Additional Zarir Langrana Mr. appointed Directors with 2018 in accordance 1 April, from with effect of the Company ArticlesArticle and of Association 133 of the Company’s Section as the Executive the Act. 161(1) of He was also appointed from with effect a period of 5 years for of the Company Director of the Members 2023 subject 31 March, approval 2018 upto to 1 April, DETAILS OF SIGNIFICANT MATERIAL ORDERS OF SIGNIFICANT MATERIAL DETAILS the regulators passed by were and materialorders No significant or the courts or tribunals impacting the going concern status and operations in future. Company’s FINANCIAL CONTROLS INTERNAL commensurate are of the Company Internal systems control financial been designed These have of its operations. and the nature with its size and recording to with regard assurance reasonable provide to complying operational information, financial and reliable providing statutes, relevant and standards with applicable accounting transactions executing unauthorised use, assets from safeguarding authorisation and ensuringwith proper of corporate compliance a well-defined has delegation of authorityThe Company with policies. both capital and revenue. of expenditure, approval specified limits for day to day record to ERP system uses an established The Company and financial reporting. accounting transactions for of the with the members deliberated Committee The Audit as laid down and met the the systems management, considered and statutoryinternal auditors ascertain, to auditors their views on satisfied Committee The Audit systems. the internal control financial the adequacyitself as to of the internal financial and effectiveness informed. as laid down and kept of Directors system the Board control how the internal that no matter recognises the Company However, limitations and accordingly, it has inherent framework is, control on updated are such systems that ensure periodic audits and reviews intervals.regular in the Management given are system Details of internal control Discussion and Analysis Report, part which forms of this Annual Report. Energy (Pty) Ltd., South Africa; and Grown Energy Zambeze Zambeze Energy South Africa; (Pty) and Grown Energy Ltd., be subsidiaries ceased to with Limitada, Mozambique have 2017. 28 June, from effect 2017 as a 8 December, from a Section effect with 8 company wholly owned subsidiary of the Company. ceased 2017 and accordingly, 19 December, from with effect a subsidiary. be to be a subsidiary. ceased to 2018 and accordingly, i. Mauritius; Grown Holdings Pvt. Ltd., Zambeze Energy Grown ii. was incorporated as Social Enterprise Ncourage Foundation iii. has dissolved Limited Brunner Mond Generation Company iv. 2 January, from with effect Mond Brunner has dissolved Limited the number of subsidiaries and rationalising reduce a view to With 2018 at its meeting held on 23 March, the Board structure, the group – 1 (Mauritius) Pvt. Ltd., Venture of Bio Energy the merger approved a Scheme through with the Company a wholly owned subsidiary, of the Reserve subjectof Merger the approval to Bank of India, if Tribunal. Law National Company and the Hon’ble required, policy as on determining material subsidiaries, The Company’s at website is uploaded on the Company’s by the Board, approved http://www.tatachemicals.com/upload/content_pdf/material_ . subsidiary.pdf A report on the financial position of each of the subsidiaries and joint attached AOC-1 in Form companies as per the Act is provided venture the financial statements. to SUBSIDIARY COMPANIES AND JOINT VENTURES AND JOINT COMPANIES SUBSIDIARY had 36 (direct and indirect) the Company 2018, on 31 March, As companies. subsidiaries (5 in India and 5 joint venture and 31 overseas) changes in the subsidiaries during :- the year following were There The consolidated financial statements of the Company and its of the Company financial statements The consolidated with in compliance prepared FY 2017-18 are subsidiaries for under Act of the and as stipulated provisions the applicable as in accordance as well 33 of the Listing Regulations Regulation Companies notified under the with the Indian Standards Accounting consolidated The audited 2015. Rules, (Indian Standards) Accounting Report form thereon with the Auditor’s together financial statements part Report. of this Annual of Section 136 of the Act, the provisions financial the to Pursuant along statements financial consolidated of the Company, statements of in respect annual accounts documents and separate with relevant of the Company. on the website available subsidiaries are detailed of the subsidiariesThe annual accounts and related and office of the Company will be keptinformation at the registered seeking of the date till the information investors to will be available of the AGM. at the venue The same will also be available AGM. CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL CONSOLIDATED at the ensuing AGM. He holds office upto the date of the forthcoming NRC conducts a gap analysis to refresh the Board on a periodic basis, AGM and a Notice under Section 160(1) of the Act has been received including each time a Director’s appointment or re-appointment is from a Member signifying the intention to propose his appointment required. The Committee is also responsible for reviewing the profiles as Director. of potential candidates vis-à-vis the required competencies and meeting potential candidates, prior to making recommendations of Re-appointment their nomination to the Board. At the time of appointment, specific In accordance with the provisions of the Act and the Articles of requirements for the position, including expert knowledge expected, Association of the Company, Mr. Bhaskar Bhat, Non-Executive Director is communicated to the appointee. of the Company, retires by rotation at the ensuing AGM, and being Criteria for Determining Qualifications, Positive Attributes and eligible, has offered himself for re-appointment. Independence of a Director Based on the recommendations of the NRC, the Board of Directors had The NRC has formulated the criteria for determining qualifications, at its Meeting held on 18 May, 2018 re-appointed Mr. R. Mukundan positive attributes and independence of Directors in terms of as Managing Director & CEO of the Company for a period of 5 years provisions of Section 178 (3) of the Act and the Listing Regulations. commencing from 26 November, 2018 upto 25 November, 2023. His The relevant information has been given in Annexure 3 which forms re-appointment and remuneration payable to him are subject to the part of this report. approval of the Members at the ensuing AGM. Board Evaluation Independent Directors The Board has carried out the annual performance evaluation of its In terms of Section 149 of the Act, Mr. Nasser Munjee, Dr. Y.S.P. own performance, and that of its Committees and Individual Directors Thorat, Ms. Vibha Paul Rishi and Ms. Padmini Khare Kaicker are the for the year pursuant to the provisions of the Act and the corporate Independent Directors of the Company. The Company has received governance requirements prescribed under the Listing Regulations. declarations from all the Independent Directors confirming that they The performance of the Board and individual Directors was evaluated meet the criteria of independence as prescribed under the Act and by the Board after seeking inputs from all the Directors. The criteria the Listing Regulations. for performance evaluation of the Board was based on the Guidance Details of the Familiarisation Programme for Independent Directors Note issued by SEBI on Board evaluation which included aspects such are provided separately in the Corporate Governance Report. as Board composition and structure, effectiveness of Board processes, contribution in the long term strategic planning, etc. The performance Key Managerial Personnel (‘KMP’) of the Committees was evaluated by the Board after seeking In terms of the provisions of Section 2(51) and Section 203 of the Act, inputs from the Committee members. The criteria for performance the following are the KMP of the Company: evaluation of the Committees was based on the Guidance Note issued by SEBI on Board evaluation which included aspects such as ʀ Mr. R Mukundan, Managing Director & CEO stucture and composition of Committees, effectiveness of Committee ʀ Mr. Zarir Langrana, Executive Director (w.e.f. 1 April, 2018) meetings, etc. ʀ Mr. John Mulhall, Chief Financial Officer In a separate meeting, the Independent Directors evaluated the ʀ Mr. Rajiv Chandan, General Counsel & Company Secretary performance of Non-Independent Directors and performance of the Board as a whole. They also evaluated the performance of the Governance Guidelines Chairman (as elected by the Board for each meeting of the Board of The Company has adopted the Governance Guidelines on Board Directors) taking into account the views of Executive Director(s) and Effectiveness to fulfill its corporate governance responsibility towards Non-Executive Directors. The NRC reviewed the performance of the Board, its Committees and of the Directors. The same was discussed its stakeholders. The Governance Guidelines cover aspects relating in the Board Meeting that followed the meeting of the Independent to composition and role of the Board, Chairman and Directors, Board Directors and NRC, at which the feedback received from the Directors diversity, definition of independence, Director term, retirement on the performance of the Board and its Committees was also age and Committees of the Board. It also covers aspects relating to discussed. nomination, appointment, induction and development of Directors, Director’s remuneration, subsidiary oversight, code of conduct, review REMUNERATION POLICY of Board effectiveness and mandates of Committees of the Board. The Company has in place a Remuneration Policy for the Directors, Procedure for Nomination and Appointment of 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 The NRC is responsible for developing competency requirements for part of this report. the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the DIRECTORS’ RESPONSIBILITY STATEMENT Company, including its strategies, environment, operations, financial Based on the framework of internal financial controls and compliance condition and compliance requirements. systems established and maintained by the Company, work
66 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements to 67 Annexure 7 Annexure Board's Report this report. in their Report. Auditor by the Secretarial disclaimer given held, details of which are provided in the Corporate Governance in the Corporate provided details of which are held, Report. Chartered Accountants (Firm Registration No. 101248W/ 101248W/ No. Registration (Firm Chartered Accountants as Statutory appointed of the Auditors were W-100022) the per As years. consecutive period a of five for Company confirmed of Section that the Act, 139 of provisions they have of the as Auditors continuing not disqualified from they are Company. has been no Schedules is a partto There Annual Report. of the qualification, reservation, or disclaimer given remark adverse in their Report.by the Auditors conducted by a Cost its cost records the audit of have to on the recommendation The Board in practice. Accountant & Co., C. Dave D. M/s. has appointed Committee of the Audit 000611) as the Cost No. Registration (Firm Accountants Cost FY 2018-19 under Section 148 for of the Company Auditors with the of the Act read and all other applicable provisions 2014. Amendment Rules, and Audit) Records (Cost Companies to disqualification specified under Section 141(3) and proviso with SectionSection 141(4) of the Act 148(3) read and that the of Section 141(3)(g) of appointment meets the requirements furtherThey have confirmed their independent status the Act. with the Company. length relationship and an arm’s the members in a general meeting be placed before to seeking for a Resolution their ratification. Accordingly, for to payable the remuneration ratification for members’ Notice 11 of the No. is included at item & Co. C. Dave D. M/s. the AGM. convening have Secretaries, Company Practicing & Associates, Parikh M/s. The of the Company. Auditors as Secretarial been appointed as is enclosed report Auditors of the Secretarial has been no qualification, reservation, or There remark adverse OTHER DISCLOSURES OTHER I. meetings Details of Board Meetings were 9 (nine) Board under review, During the year AUDITORS I. report: and their Auditors LLP, & Co. B S R M/s. 2017, on 9 August, held At the AGM the report of the Statutory along with notes Auditors Further, II. report: Audit and Cost Auditors Cost is required per Section As 148 of the Act, the Company from free confirmed that they are have & Co. C. Dave D. M/s. is required Auditors the Cost to payable The remuneration auditor III. Secretarial In terms of Section 204 of the Act and Rules made thereunder, to this report. to Annexure 6 Annexure to this report. to accounting standards have been followed and that there are are and that there been followed have accounting standards no material departures; that are judgements and estimates and made consistently of the a true and fair view give and prudent so as to reasonable the end of the financial year at of affairs of the Company state that period; for of the Company and of the profit with the in accordance accounting records of adequate the assets of the safeguarding of the Act for provisions and detecting fraud and other preventing and for Company irregularities; basis; and that such internal financial controls by the Company where notes; issue of credit of fraudulent in respect except to and revised being reviewed are and controls the processes the Company, to visibility adequate of the expenditure ensure operating effectively; and are adequate and are are and that such systems laws of all applicable the provisions and operating effectively. adequate The statement containing particulars of employees as required under containing particularsThe statement as required of employees Section with Rule 5(2) and 5(3) of the Rules the Act 197(12) of read the Report are part and the Accounts forms of this report. Further, statement. the aforesaid the members excluding being sent to In terms of Section is open for of the Act, 136 the said statement member Any Officeinspection of the Company. Registered at the in obtaining such particulars the Company write to interested may OfficeSecretary of the Company. at the Registered Disclosures pertaining to remuneration and other details as required pertaining and other details as required Disclosures remuneration to under Section with Rule 5(1) of the Companies of the Act 197(12) read Rules, and Remuneration of Managerial(Appointment Personnel) enclosed as are 2014 (‘Rules’) PARTICULARS OF EMPLOYEES PARTICULARS The particulars relating to conservation of energy, technology technology The particulars conservation to relating of energy, to as required earnings and outgo, exchange absorption, foreign of Section the provisions 134 of the Act be disclosed pursuant to in provided 2014, are Rules, (Accounts) with the Companies read 5 Annexure CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, TECHNOLOGY OF ENERGY, CONSERVATION EARNINGS AND OUTGO FOREIGN EXCHANGE (b) selected them such accounting policies and applied they have (c) the maintenance for and sufficient care taken proper they have (d) the annual accounts on a going concern prepared they have (e) be followed to laid down internal financial controls they have (f) compliance with ensure to systems devised proper they have performed by the internal, statutory, cost and secretarial auditors and and auditors performed and secretarial cost statutory, internal, by the external audit of internal consultant(s), including financial controls reporting financial over by the statutory reviews and the auditors performed Committees, Board by the Management relevant and the that the is of the opinion the Board Committee, Audit including the and effective adequate were internal financial controls Company’s during the FY 2017-18. Section of pursuant to 134(5) of the Act, the Board Accordingly, confirm the best of their knowledge to that: and ability, Directors, (a) the applicable of the annual accounts, in the preparation II. Composition of Audit Committee EXTRACT OF ANNUAL RETURN During the year under review, the Audit Committee comprised Pursuant to Section 92 (3) of the Act and Rule 12 (1) of the Companies 3 (three) Members out of which 2 (two) were Independent (Management and Administration) Rules, 2014, extract of annual Directors and 1 (one) was a Non-Executive Director. During the return in Form MGT 9 is enclosed as Annexure 8 to this report. year, 8 (eight) Audit Committee meetings were held, details of which are provided in the Corporate Governance Report. ACKNOWLEDGEMENTS Ms. Padmini Khare Kaicker, an Independent Non-Executive The Directors wish to place on record their appreciation for the Director, was appointed as a member of the Audit Committee continued support and co-operation by Financial Institutions, Banks, with effect from 1 April, 2018. Government authorities and other stakeholders. Your Directors also III. Composition of CSR, Safety and Sustainability Committee acknowledge the support extended by the Company’s Unions and all the employees for their dedicated service. The Committee comprises 3 (three) Members out of which 1(one) is an Independent Director. During the year, 3 (three) CSR, Safety and Sustainability Committee meetings were held, details of which are provided in the Corporate Governance On behalf of the Board of Directors Report. IV. Secretarial Standards
The Directors have devised proper systems and processes for Bhaskar Bhat R. Mukundan complying with the requirements of applicable Secretarial Director Managing Director & CEO Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating Mumbai, 18 May, 2018 effectively.
68 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 69 Board's Report contingencies Act, 2013 Companies Annexure 1 to Board’s Report Board’s 1 to Annexure Capital expenditure Capital growth Organic/Inorganic including corporate General purposes, in the new/existing business Investments other permitted use under the Any As in the past, subject to the provisions of the subject in the past, the provisions As to pay- dividend the Company’s law, applicable determinedout will be available based on requirements investment financial resources, and taking account optimal shareholder into return. will the Company Based on the above, of level the steady maintain to endeavour the medium term. over dividend per share ʀ ʀ ʀ ʀ ʀ Financial Parameters Financial of Utilisation earnings retained The Board of Directors will review the policy annually. Any revisions in revisions Any the policy will review of Directors annually. The Board in a timely manner. shareholders to will be communicated the Policy in the Annual Report shall be disclosed The Policy the website and on www.tatachemicals.com. i.e. of the Company Disclaimer the future a commitment regarding constitute does not The Policy a general guidance but only represents dividends of the Company, does not of the Policy The statement dividend policy. regarding in the use its discretion restrict to way the right of the Board in any and be distributed the year in to of the Dividend recommendation reservesthe Board right the depart to as and when the Policy from so warrant. circumstances 2018 Mumbai, 18 May, of Directors On behalf of the Board Bhaskar Bhat Director & CEO Managing Director R. Mukundan Disclosure for business operations for further to or acquisitions, expenditures value or meet enhance shareholder objectives strategic repayments events contingencies or unforeseeable external financing rulings and regulatory provisions and the outlook the year for Actual results capital anticipated for Providing meet debt Setting aside cash to for Retaining earnings provide to economic environment The overall Changes in the cost and availability of industry Changes in government policy, of dividends paid historically The level The Company has one class of equity The Company Any capital. share and no preference share divided equally dividend will be declared date. on the record among all shareholders, once Dividends will generally be declared after the announcement of full year a year the Annual General but before results Meeting. gains or other events In of exceptional years be declared. a special dividend may When determining annual dividend, the amongst other will consider, the Company matters: ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ Parameters adopted adopted Parameters to with regards classes of various shares Frequency and Internal External Factors Objective of The Board a dividend. paying conditions for defines the The Policy dividend based on this Policy annual any will recommend Directors specific financial or market at as any as well conditions prevailing criteria set out the broad is to of the Policy The intention the time. or not declare when determining what dividend to considered be to of the Company. the shareholders to declare dividend policy has had a consistent that balances the The Company dividends through shareholders rewarding objective of appropriately supportand to growth. future the Tata Chemicals Limited (‘the Company’) shares are listed on the (‘the listed Chemicals Limited Company’) are shares Tata The of India Exchange Limited. National Stock and the BSE Limited of India vide its notification Board (‘SEBI’) Securities and Exchange 2016 has inserted 43A in SEBI (Listing Regulation 8 July, dated 2015 and has Regulations, Requirements) Obligations and Disclosure based on market entities, made it mandatory 500 listed the top for a of every March capitalisation, as on 31 formulate to financial year of the Directors of The Board Dividend Distribution (‘Policy’). Policy the at its Meeting has adopted 2017 held on 29 March, Company consistency fairness, and sustainability for which endeavours Policy the shareholders. to while distributing profits Dividend Distribution Policy Distribution Dividend Purpose and Scope Annexure 2 to Board’s Report Annual Report on CSR Activities [Pursuant to Section 135 of the Companies Act, 2013 (‘the Act’) and Rules made thereunder]
A. CSR REPORT:
1. A brief outline of the Company’s CSR policy, Tata Chemicals Limited (‘the Company’) is committed to upholding the including overview of projects or programs highest standards of CSR. We endorse the Tata Group purpose of improving proposed to be undertaken and a reference to the quality of life of the communities we serve through long term stakeholder the web-link to the CSR policy and projects or value creation. We believe in positively impacting the environment and programmes. supporting the communities we operate in, focusing on sustainability of our programmes and empowerment of our communities.
The Company has framed a CSR Policy in compliance with the provisions of the Act, which is available on the Company’s website and the web link for the same is http://www.tatachemicals.com/upload/content_pdf/csr- policy_20161012071424.pdf.
2. The composition of the CSR Committee. i. Mr. S. Padmanabhan (Chairman)
ii. Ms. Vibha Paul Rishi
iii. Mr. R. Mukundan
3. Average net profit of the Company for last three ` 839.79 crore (as per Section 198 of the Act) financial years
4. Prescribed CSR Expenditure (two percent of the ` 16.80 crore amount as in item 3 above)
5. Details of CSR spent for the financial year:
a. Total amount spent for the financial year ` 14.28 crore
b. Amount unspent, if any: ` 2.52 crore
c. Manner in which the amount spent during The manner in which the amount has been spent is detailed in Part B of the the financial year is detailed below: Annexure
6. In case the Company has failed to spend the two Funds have been allocated to ongoing projects that are being implemented per cent of the average net profit of the last three over 2-3 years. Expenditure is being done based on implementation status of financial years or any part thereof, the Company the projects. shall provide the reasons for not spending the amount in its Board Report. Out of unspent amount of ` 2.52 crore, ` 1.70 crore was spent in the month of April 2018. The balance amount of ` 0.82 crore will be spent in the financial year 2018-19, as agreed by the Board.
7. A responsibility statement of the CSR Committee The implementation and monitoring of CSR Policy is in compliance with CSR that the implementation and monitoring of CSR objectives and policy of the Company. Policy, is in compliance with CSR objectives and policy of the Company.
70 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 71 Amount spent for Rural Development for Jubilee Trust Conservation Groups agencies Implementing agency Board's Report Chemicals Limited Tata Chemicals Society Tata for OKHAI- Centre Foundation UDAY Golden Chemicals Tata volunteers Employee agencies Government Panchayats Local Community NGOs development Skill Environment Resource Other Direct by Organisation / Organisation Direct by Amount spent through through Amount spent channels: the following Direct: ʀ Implementation Internal: Agencies ʀ ʀ Empowerment ʀ ʀ ʀ Implementation External: Agencies ʀ ʀ ʀ organisations based ʀ agencies ʀ ʀ the names listed refer (Also below) Sustainability Committee upto upto 2018) in lakh) `
reporting ( 31 March, 31 March, Cumulative Cumulative Expenditure Expenditure period (as on period (as on in lakh) Amount ` project / spent on Direct on R. Mukundan S. Padmanabhan ( overheads projectsor programmes programmes and in lakh) 116.50 81.00 81.00 119.80 106.00343.04 106.00 366.00 366.00 444.94 463.00 463.00 382.82 187.00 187.00 123.92 115.00 115.00 Outlay Outlay Budget Amount ` ( Gujarat Forest Department Gujarat Forest District Animal Husbandry Department District Education Department Cell SalinityCoastal Prevention Foundation Ambuja Cement American India Foundation of India Trust Life Wild Rural Development Society for Tagore Strive Trusts/Tata Tata Managing Director & CEO Chairman – CSR, Safety and ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ State programmes Local Area/District & Local Location of Projects or of Projects Location Mithapur: Devbhoomi Dwarka, Gujarat, U.P. Babrala: Sambal, W.B. Haldia: Midnapur, Mithapur: Devbhoomi Dwarka, Gujarat U.P. Babrala: Sambal, W.B. Haldia: Midnapur, Mumbai: Maharashtra NCR: Delhi Mithapur: Devbhoomi Dwarka, Gujarat 6 districts, U.P. Babrala: Sambal, Aligarh: U.P. W.B. Haldia: Midnapur, Mumbai: Maharashtra Mithapur: Devbhoomi Dwarka, Gujarat, U.P. Babrala: Sambal, W.B. Haldia: Midnapur, Mumbai: Maharashtra NCR: Delhi Mithapur: Devbhoomi Dwarka, Gujarat, U.P. Babrala: Sambal, W.B. Haldia: Midnapur, Mumbai : Maharashtra NCR: Delhi Mithapur: Devbhoomi Dwarka, Gujarat, U.P. Babrala: Sambal, W.B. Haldia: Midnapur, project covered is Sector in which the Promotion and Promotion of development traditional handicrafts Poverty alleviation, Poverty enhancement livelihood support& infrastructure Education and skillvocational development Environmental sustainability nutrition, Health care, sanitation and safe drinking water & Inclusive growth empowerment Relief- - - 75.00 75.00 73.98 75.00 35.00 35.00 Identified CSR project / Activity development development programme programme programme skill development programme management & Dharti Ko Arpan & sanitation water projects the socially backward communities & self- promotion help group other relief)/donations miscellaneous expenses TOTAL 1,680.00 1,428.00 1,428.00 Water and Sanitation Management Organisation Water Corporation Revolution Gujarat Green Government of Gujarat Irrigation Department Gram Technology Panchayat Taluka Krishi Vikas Kendra Sarva Siksha Abhiyan University Gujarat Agriculture District Rural Development Agency Sr. Sr. No 1. Okhai and Cluster 2. alleviation Poverty 3. Infrastructure support 4. Education & vocational 5. Natural resource 6. drinking Health care, 7. Affirmative action for 8. & Need based (Disaster 9. & Administration Names of Implementing Agencies: ʀ ʀ ʀ ʀ ʀ ʀ ʀ 2018 Mumbai, 18 May,
ʀ ʀ B. B. 2017-18 YEAR FOR FINANCIAL EXPENDITURE CSR Annexure 3 to Board’s Report &ULWHULDIRU'HWHUPLQLQJ4XDOLȴFDWLRQV Positive Attributes and Independence of Directors
1. Definition of Independence 5. Not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, ʀ A director will be considered as an ‘Independent or associates. Director’ (‘ID’) if the person meets with the criteria for ‘Independent Director’ as laid down in the Companies 6. Not assign his office”. Act, 2013 (‘the Act’) and SEBI (Listing Obligations and Additionally, the Directors on the Board of a Tata Company Disclosure Requirements) Regulations 2015 (‘Listing are also expected to demonstrate high standards of ethical Regulations’). behaviour, strong interpersonal and communication skills and ʀ The definition of Independent Director is as provided in soundness of judgment. the Act and Listing Regulations. IDs are also expected to abide by the ‘Code for Independent ʀ Current and ex-employees of a Tata company1 may Directors’ as outlined in Schedule IV to section 149(8) of the Act be considered as independent only if he/she has or and adopted by the Board. The Code specifies the guidelines had no pecuniary relationship with any Tata company of professional conduct, role and function and duties of (due to employment/receipt of monthly pension by Independent Directors. The guidelines of professional conduct way of Special Retirement Benefits/holding consultant specified in the Code are as follows: or advisor positions) during the two immediately “An Independent Director shall: preceding financial years or during the current financial year. 1. uphold ethical standards of integrity and probity; 2. Qualifications of Directors 2. act objectively and constructively while exercising his duties; ʀ Boards will ensure that a transparent board nomination process is in place that encourages diversity of thought, 3. exercise his responsibilities in a bona fide manner in the experience, knowledge, perspective, age and gender. interest of the company; 4. devote sufficient time and attention to his professional ʀ It is expected that boards have an appropriate blend of obligations for informed and balanced decision making; functional and industry expertise. 5. not allow any extraneous considerations that will ʀ While recommending appointment of a director, it vitiate his exercise of objective independent judgment is expected that the Nomination and Remuneration in the paramount interest of the company as a whole, Committee (‘NRC’) consider the manner in which while concurring in or dissenting from the collective the function and domain expertise of the individual judgment of the Board in its decision making; contributes to the overall skill-domain mix of the Board. 6. not abuse his position to the detriment of the company ʀ ID’s ideally should be thought/ practice leaders in their or its shareholders or for the purpose of gaining direct respective functions/ domains. or indirect personal advantage or advantage for any 3. Positive attributes of Directors associated person; Directors are expected to comply with duties as provided in 7. refrain from any action that would lead to loss of his the Act. For reference, the duties of the Directors as provided independence; by the Act are as follows: 8. where circumstances arise which make an independent 1. “Act in accordance with the articles of the company. director lose his independence, the independent director must immediately inform the Board accordingly; 2. Act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and 9. assist the company in implementing the best corporate in the best interests of the company, its employees, the governance practices.” shareholders, the community and for the protection of environment. On behalf of the Board of Directors 3. Exercise duties with due and reasonable care, skill and diligence and exercise independent judgment. Bhaskar Bhat R. Mukundan 4. Not be involved in a situation in which he may have a Director Managing Director & CEO direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company. Mumbai, 18 May, 2018
1 ‘Tata company’ shall mean every company in which Tata Sons Limited or Tata Industries Limited or any company promoted by Tata Sons Limited or Tata Industries Limited is promoter or a company in which such companies whether singly or collectively hold directly or indirectly 26% or more of the paid-up equity share capital OR in which the shareholding of such companies represents the largest Indian holding apart from holdings of financial institutions/mutual funds OR a company which is permitted by Tata Sons Limited to use the Tata brand name. 72 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 73 1 Board's Report e driven by the respective long term Annexure 4 to Board’s Report Board’s 4 to Annexure the sector/industry/company’s operations and the capacity pay to company’s company may pay to any director such fair and director any to pay may company been incurred have as may expenditure, reasonable while performingby the director as a his/her role reasonable This could include of the Company. director attending for by the director incurred expenditure meetings, general meetings, committee Board/Board meetings with shareholders/ court meetings, convened induction and visits, site creditors/management, and directors) for by the Company training (organised independent advice from in obtaining professional advisors in the furtherance of his/ her duties as a director. attracts which the company talent or companies from loses talent) which the company companies to with recognised best practices. with recognised as required. periodic basis, based by the NRC the Board to IDs will be recommended investors, to return performance,on company profits, other significant any and value creation shareholder the Board. be decided by as may parameters qualitative based upon the outcome each director commission for which is driven by various of the evaluation process and time spent in the Board factors including attendance individual contributions at meetings, and committee the meetings and contributions other made by directors than in meetings. complexity of of the company, Reflective of size best practices and with recognised Consistent regulatory any requirements. to Aligned the and commission, In the sitting fees to addition Market (market every competitive is defined as for role the individual by played Driven by the role practices Overall should be consistent remuneration on a be subject review may to of sitting fees Quantum all the NEDs and to payable commission The aggregate the quantum of the Board to NRC The will recommend attract and retain talented and qualified individuals suitable for suitable for and qualified individuals attract talented and retain should be - every Hence remuneration role. ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ Remuneration for Managing Director (‘MD’)/Executive Managing Director (‘MD’)/Executive for Remuneration of the employees (‘ED’)/KMP/rest Directors
¾ should be sufficient to The extent remuneration of overall
the company, complexity of the sector/ industry/the company, capacity to operations and the Company’s Company’s the remuneration. pay should be reasonable and sufficient to attract, and sufficient to retain should be reasonable the requirements to aligned directors and motivate (takingof the company consideration the into growth and its future challenges faced by the Company imperatives). of sitting fees and commission will be recommended by by and commission will be recommended of sitting fees by the Board. the NRC and approved Executive Directors (‘NED’) may be paid sitting fees (for (for (‘NED’) paid sitting fees be Directors may Executive and of committees the meetings of the Board attending be members) and commission within of which they may regulatory limits. of of size should be reflective Overall remuneration and commission) (sitting fees Overall remuneration the payment by law, prescribed the parameters Within Independent (‘ID’) Directors and Non-IndependentNon- sufficient to attract, retain and motivate directors of the quality directors attract, and motivate sufficient to retain successfully; run the company to required performanceappropriate benchmarks; and and a balance between fixed senior management involves reflecting short pay incentive and long-term performance the working to objectives and its appropriate of the company goals. ʀ ʀ ʀ ʀ Remuneration for Independent and Non- Directors for Remuneration Directors Independent Non-Executive
Excludes employees covered by any long term settlements or specific term contracts.The remuneration for these employees would b
settlements or contracts.
1
¾ Key principles governing this remuneration policy as are this remuneration principles governing Key follows: (b) performance to of remuneration is clear and meets relationship (c) key managerial directors, personnel and to remuneration The philosophy for remuneration of Directors, Key Managerial of Directors, remuneration for The philosophy Chemicals Limited Tata (‘KMP’) of and all other employees Personnel of (‘Company’) a culture is based on the commitment of fostering policy this The remuneration to is aligned leadership with trust. philosophy. the pursuant to policyThis remuneration has been prepared and of Section Act, 2013 (‘Act’) 178(3) of the Companies provisions 2015. In inconsistencyListing Regulations, case of any between the the of the provisions policy, and this remuneration of law provisions law. shall abide by the applicable and the company shall prevail law the Nomination and Remuneration this policy, While formulating (‘NRC’)Committee the factors laid down under has considered Section as under: 178(4) of the Act, which are (a) and is reasonable and composition of remuneration the level 5HPXQHUDWLRQ3ROLF\IRU'LUHFWRUV.H\0DQDJHULDO3HUVRQQHO Employees and other In terms of remuneration mix or composition, ʀ The Company provides the rest of the employees a performance linked bonus. The performance linked ʀ The remuneration mix for the MD/EDs is as per the bonus would be driven by the outcome of the contract approved by the shareholders. In case of any performance appraisal process and the performance of change, the same would require the approval of the the company. shareholders. ¾ Remuneration payable to Director for services rendered in ʀ Basic/fixed salary is provided to all employees to ensure other capacity. that there is a steady income in line with their skills and experience. The remuneration payable to the Directors shall be inclusive of any remuneration payable for services rendered by such ʀ In addition to the basic/fixed salary, the company director in any other capacity unless: provides employees with certain perquisites, allowances and benefits to enable a certain level of lifestyle and a) The services rendered are of a professional nature; and to offer scope for savings and tax optimisation, where b) The NRC is of the opinion that the director possesses possible. The company also provides all employees requisite qualification for the practice of the profession. with a social security net (subject to limits) by covering medical expenses and hospitalisation through ¾ Policy implementation re-imbursements or insurance cover and accidental death and dismemberment through personal accident The NRC is responsible for recommending the remuneration insurance. policy to the Board. The Board is responsible for approving and overseeing implementation of the remuneration policy. ʀ The Company provides retirement benefits as applicable.
ʀ In addition to the basic/fixed salary, benefits, perquisites and allowances as provided above, the company On behalf of the Board of Directors provides MD/EDs such remuneration by way of commission, calculated with reference to the net profits of the company in a particular financial year, as may be determined by the Board, subject to the overall ceilings Bhaskar Bhat R. Mukundan stipulated in Section 197 of the Act. The specific amount Director Managing Director & CEO payable to the MD/EDs would be based on performance as evaluated by the Board or the NRC and approved by Mumbai, 18 May, 2018 the Board.
74 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 75 In lakhs) 11,209.97 ` ( Board's Report Mithapur 10,092.71 Annexure 5 to Board’s Report Board’s 5 to Annexure 34 lakhs during the year based on rebate of power 34 lakhs of power during based on rebate the year ` 6,800.16 lakhs) ` Description Location Investment gas screw compressor - Turbine No. 6 overhauling and PLC upgradation 6 overhauling and PLC No. Turbine - compressor gas screw Mithapur 403.06 2 factor improvement at Babrala system and cooling tower fan by varying fan by at Sriperumbudur and cooling tower system its speed based on temperature (SAP1) in Turbo Generator (TG) motive section by modification of Pressure Reducing Device System (PRDS) loop resulted Reducing Device (TG) (PRDS) loop resulted Generator System section motive Turbo modification of Pressure by (SAP1) in generation at power increased than 1,100 KwH leading to more 750 KwH to rating from generation TG of in improvement Haldia Mithapur at Mithapur Centers and Intelligenttransformers Motor Control Total MUW-4 Reconfiguration Phase II & III (Phase II is II & III (Phase Reconfiguration Phase MUW-4 at Sriperumbudur system solar borewell with system borewell Replacement of conventional (HPSV)Vapour Sodium fittings with efficient LED light fittings Light and Plug-in Replacement of low efficiency High Pressure Use of wind mill at Mithapur Use of solar light at Mithapur Pune lights at Innovation street Centre, used for 10 KwH are having Solar power of savings in total Installation bank at Haldia resulting of capacitor in terms of Kilolitres at Sriperumbudur water of 10% of ground saving in resulting condensate Process Reuse of the Evaporator Drive (VFDs) Frequency sugar charging Variable product circulation, Evaporator for by installation of of energy Saving in reduction of diesel consumption resulting Pune of DG set at Innovation Synchronisation Centre, Plant Sulfuric Acid from steam (SAP2) and use of medium pressure Plant Sulfuric coils at Replacement of super heater Acid at Haldia of energy saving leading to with LED lights at old and new warehouse Replacement of MV Lamps mill efficiency and cement plant throughput at Mithapur of bromine Enhancement generation at Mithapur water heat recovery sweet grade low Improve soda ash plant and produced in III at Reconfiguration Phase MUW-4 Water) triple evaporation in (Make evaporation to effect double effect Converted Up the stack cooler at Mithapur across the heat load of pre-heater Replacement reduce ammonia still to of high efficiency lighting, efficient distribution energy efficient motors, being done with energy New capital projects 2.3. (‘LAMP’) Management Lime Kiln Asset Plan 8 overhauling Longterm 4. 4 Ammonia still pre-heater No. LAMP CO Mithapur 319.90 Mithapur 145.79 Sr. No. 1. 5.6. 2 Ammonia still stack cooler No. 7. system of solar borewell Cost 8. system and Sugar charging Evaporator VFD for of Cost 9. plant and bagging in warehouse power TG Distribution of 10. platform Installation and warehouse of LED lighting stand at logistic conservation Energy equipment Haldia Sriperumbudur Haldia 1.20 Mithapur 4.79 Sriperumbudur 9.67 136.35 Babrala 6.50 90.00 ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ [Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014] Rules, (Accounts) of the Companies with Rule 8 (3) Section Act, 2013 read to 134(3)(m) of the Companies [Pursuant &RQVHUYDWLRQRI(QHUJ\7HFKQRORJ\$EVRUSWLRQDQG)RUHLJQ and Outgo Earnings Exchange
(iii) Equipment: Conservation on Energy Investment Capital (ii) of Energy: Sources Utilising Alternate for the Company by taken Steps (i) or Impact of Energy: on Conservation Taken Steps (A) (A) OF ENERGY CONSERVATION (B) TECHNOLOGY ABSORPTION (i) Efforts made towards Technology Absorption: ʀ “UDHE” technology absorption for reduction of specific power consumption in Chloro Caustic Plant (in process) at Mithapur ʀ Upgradation of Alkali Bypass System to comply with environmental norms at Mithapur ʀ Semi-Automatic Liquid Filling Machine for Liquid Product Packing at Sriperumbudur ʀ Spray drying area Double Flap Valve was installed in place of Rotary Valve at Sriperumbudur ʀ Cooling Plate Heat Exchanger (PHE) installed to replace the Jacket cooling of Sugar Solution at Sriperumbudur ʀ Saving of electrical power and fuel at Innovation Centre, Pune (ii) Benefits derived like product improvement, cost reduction, product development or import substitution: ʀ Data generation for process scale up and commercial plant feasibility evaluation at Mithapur ʀ R&D efforts to attain objectives of cost reduction, energy conservation, waste minimisation/recycling and reuse, related value added products, reduction in carbon footprints and environmental improvement at Mithapur ʀ Elimination of Manual Weighing and Filling Process and Batch output deceleration from Supervisory Control and Data Acquisition (SCADA) in place of manual at Sriperumbudur ʀ The Spray Drying Working capacity increased from 33% to 66% at Sriperumbudur ʀ Cooling cycle time reduced from 12-14 hours to 4-6 hours at Sriperumbudur ʀ Cost reduction by saving in fuel cost due to synchronisation of DG set at Innovation Centre, Pune (iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
(a) The details of technology imported Palletizer for IVSD 50 kg bags at Bicarb Pelletizer by Peripheral Yard Concetti (b) The year of import 2017-18 2015 (c) Whether the technology has been fully absorbed Yes Yes (d) If not fully absorbed, areas where absorption has not NA NA taken place and the reasons thereof (iv) Expenditure incurred on Research and Development: ` in crore 2017-18 2016-17 Capital Expenditure 8.45 4.50 Revenue Expenditure 33.75 34.96 Total R&D expenditure 42.20 39.46 Total R&D expenditure as a percentage of net sales 0.56% 0.48%
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows: ` in crore 2017-18 2016-17 Foreign Exchange Earned 34.99 55.51 Outgo of Foreign Exchange 1,261.72 1,777.44
On behalf of the Board of Directors
Bhaskar Bhat R. Mukundan Director Managing Director & CEO Mumbai, 18 May, 2018
76 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 77 ion cutive cutive Personnel) Personnel) % change in % increase in % increase previous year previous remuneration remuneration over over remuneration Board's Report 7.35:10.65:11.02:1 74.2 (88.00)* (45.05)* 13.64:113.74:1 9.40 43.00 On behalf of the Board of Directors On behalf of the Board remuneration Annexure 6 to Board’s Report Board’s 6 to Annexure Director Director & CEO Managing Director 2,327
ommission relates to the financial year ended 3.10%
Bhaskar Bhat R. Mukundan ) 5.19 Non-Executive Directors. C managerial personnel Directors of the Company, who are in full-time employment with other Tata companies. Tata with other in full-time employment who are of the Company, Directors In line with the internal guidelines, no payment is made towards commission to Mr. Bhaskar Bhat and Mr. S. Padmanabhan, Non-Exe S. Padmanabhan, Bhaskar Bhat and Mr. Mr. commission to is made towards In no payment line with the internal guidelines, atio of remuneration of each Director to the median remuneration of the employees of the Company for FY 2017-18 as 2017-18 FY for the Company of of the employees of each Director the median remuneration to remuneration of atio Average increase in remuneration of managerial personnel in remuneration increase Average 13.42 Average increase in salary increase (other than of employees Average Name of Director Directors Non-Executive Nasser Munjee Mr. median Ratio to Dr. Y. S. P. Thorat P. S. Y. Dr. Rishi Paul Vibha Ms. Bhaskar Bhat Mr. S. Padmanabhan Mr. Directors Executive R. Mukundan, Director Managing Mr. Managerial Personnel Key Officer Chief Financial John Mulhall, Mr. Secretary Rajiv & Company Chandan, General Counsel Mr. - 97.8:1 - 33.14 13.42 34.34 31 March, 2018, which will be paid during FY 2018-19. increase in the managerial remuneration: increase Policy of the Company. Policy Note: Remuneration includes sitting fees and* commission for well as the percentage increase in remuneration of each Director, Chief Financial Officer (CFO) and Company Secretary is as is Secretary Company and (CFO) Officer Financial Chief of each Director, in remuneration increase as the percentage well under: Remunerat is as per the and other employees Key Managerial It the Directors, Personnel paid to that the remuneration is affirmed E. Affirmation: A. R C. 2018: as on 31 March, of the Company on the rolls employees Number of permanent Rules, 2014] Rules, B. in the FY 2017-18: employees of in the median remuneration increase Percentage D. percentile other than the managerial personnel and the in salary increase of employees percentile of average Comparison 2018 Mumbai, 18 May,
'LVFORVXUHRI0DQDJHULDO5HPXQHUDWLRQ of Managerial and Remuneration (Appointment Section Act, 5(1) of the Companies 2013 and Rule to the Companies 197 of [Pursuant Annexure 7 to Board’s Report FORM No. MR-3 Secretarial Audit Report for the Financial Year Ended 0DUFK [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, (c) The Securities and Exchange Board of India (Issue of The Members, Capital and Disclosure Requirements) Regulations, 2009 TATA CHEMICALS LIMITED and amendments from time to time (Not applicable to the Company during the audit period); We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate (d) The Securities and Exchange Board of India (Share Based practices by Tata Chemicals Limited (hereinafter called the Company). Employee Benefits) Regulations, 2014 (Not applicable Secretarial Audit was conducted in a manner that provided us a to the Company during the audit period); reasonable basis for evaluating the corporate conducts/statutory (e) The Securities and Exchange Board of India (Issue and compliances and expressing our opinion thereon. Listing of Debt Securities) Regulations, 2008; Based on our verification of the Company’s books, papers, minute (f) The Securities and Exchange Board of India (Registrars books, forms and returns filed and other records maintained by the to an Issue and Share Transfer Agents) Regulations, 1993 Company, the information provided by the Company, its officers, regarding the Companies Act and dealing with client agents and authorised representatives during the conduct of (Not applicable to the Company during the audit secretarial audit, the explanations and clarifications given to us and period); the representations made by the Management, we hereby report that (g) The Securities and Exchange Board of India (Delisting in our opinion, the Company has, during the audit period covering the of Equity Shares) Regulations, 2009; (Not applicable to financial year ended on 31 March, 2018, generally complied with the the Company during the audit period); and statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the (h) The Securities and Exchange Board of India (Buyback of extent, in the manner and subject to the reporting made hereinafter: Securities) Regulations, 1998; (Not applicable to the Company during the audit period). We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained (vi) Other laws applicable specifically to the Company namely : by the Company for the financial year ended on 31 March, 2018 1. Food Safety and Standards Act, 2006, rules and according to the provisions of: regulations thereunder; (i) The Companies Act, 2013 (the Act) and the rules made 2. Legal Metrology Act, 2009 and rules and regulations thereunder; thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the 3. The Fertiliser Control Order, 1985. rules made thereunder; We have also examined compliance with the applicable clauses (iii) The Depositories Act, 1996 and the Regulations and Bye-laws of the following: framed thereunder; (i) Secretarial Standards issued by The Institute of Company (iv) Foreign Exchange Management Act, 1999 and the rules Secretaries of India with respect to Board and General and regulations made thereunder to the extent of Foreign Meetings. Direct Investment, Overseas Direct Investment and External (ii) The Listing Agreements entered into by the Company Commercial Borrowings; with BSE Limited and The National Stock Exchange of (v) The following Regulations and Guidelines prescribed under India Limited read with the SEBI (Listing Obligations and the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) Disclosure Requirements) Regulations, 2015. (a) The Securities and Exchange Board of India (Substantial During the period under review, the Company has complied with Acquisition of Shares and Takeovers) Regulations, 2011; the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above. The Company has spent an amount of ` 14.28 (b) The Securities and Exchange Board of India (Prohibition crore against the amount of ` 16.80 crore to be spent during the year of Insider Trading) Regulations, 2015; towards Corporate Social Responsibility.
78 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 79 the Partner P. N. Parikh P. P. N. Parikh P. arial records. arial records. n opinion on . ness with which of management. Company Secretaries Company 375 crore. In terms of In terms of 375 crore. Board's Report ` FCS No: 327 CP No: 1228 For Parikh & Associates Parikh For For Parikh & Associates Parikh For on 6 November, 2017, approved the sale of its Phosphatic the sale of its Phosphatic 2017, approved on 6 November, related Business and all Trading and the Business Fertilisers IRC Bengal to Agrochemicals West at Haldia in assets situated (‘IRC’), Limited Private subsidiary wholly owned of Indorama Netherlands on a going of slump sale and by way Holdings BV, of a consideration concern basis for Section Members of the of the 180(1)(a) of the Act, approval the proposed 2018 for January, was obtained on 10 Company of Sectiontransaction 110 of the Act under the provisions read The proposed postal ballot. through with applicable Rules regulatorytransaction the requisite of all is subject receipt to and statutory approvals. merger the of Amalgamation for the Scheme 2018 approved owned a wholly 1 (Mauritius) Pvt. Ltd., Venture of Bio Energy is The merger with the Company. subsidiary of the Company, subject necessary the to statutory and regulatory approvals, Law National Company the Hon’ble of including approval Tribunal. as Annexure A and forms an integral part of this report This Report is to be read with our letter of even date which is annexed Date : 18 May, 2018 2018 : 18 May, Date Partner FCS No: 327 CP No: 1228 b) at its meeting held of the Company, of Directors The Board Secretaries c) at their meeting held on 23 March, of Directors The Board Company Mumbai Place: ‘ANNEXURE A’ ‘ANNEXURE these secretarial records based on our audit. records these secretarial Our examination was limited to the verification of procedure on test basis. on test the verification of procedure to Our examination was limited contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secret correct that reflected facts ensure basis to are was done on test The verification records. of the secretarial contents our opinion. basis for a reasonable provide followed and practices, we that the process believe We etc. happening of events the management has conducted the affairs of the Company. Fertilisers Business to Yara Fertilisers India Private Limited on Limited India Fertilisers Private Yara Business to Fertilisers regulatory approvals, of requisite 2018 after receipt 12 January, and sanction of the Hon’ble Precedent fulfillment of Conditions Tribunal; Law National Company TATA CHEMICALS LIMITED CHEMICALS TATA Our report of even date is to be read along with this letter. along with be read Our report is to date of even 1. a express Our responsibility is to of the Company. of the management is the responsibility record Maintenance of secretarial To, The Members, 2. assurance about the correctness of obtain reasonable to appropriate the audit practices as were and process followed have We 6. nor of the efficacy viability report of the Company the future Audit or effective The Secretarial as to is neither an assurance 3. 4. of the Company. and Books of Accounts of financial records the correctness not verified and appropriateness have We and rules and regulations of laws, about the Compliance obtained the Management Representation have we required, Wherever 5. is the responsibility standards regulations, rules, and other applicable laws, of Corporate of the provisions The Compliance Mumbai Place: 2018 : 18 May, Date
We further reportWe that: with is duly constituted Company of the Directors of The Board and Directors Non-Executive Directors, Executive balance of proper of the Board in the composition The changes Independent Directors. during place that took were the periodof Directors under review carried Act. of the with the provisions out in compliance schedule the Board to all directors to notice was given Adequate sent were on agenda agenda and detailed notes Meetings, other than those held at meetings in advance for days atleast seven seekingshorter exists for a system and and obtaining further notice, the meeting and clarifications before on the agenda items information meaningful participationand for at the meeting. Majority is carried decision while the dissenting members’ through as part and recorded of the Minutes captured of the views are Meetings. further and processes systems adequate reportWe are that there and operations of the with the size commensurate in the Company with applicable laws, compliance and ensure monitor to Company etc. guidelines, regulations, rules, furtherWe report events that during the audit period the following affairs in pursuance of which had bearingoccurred on the Company’s etc. guidelines, regulations, rules, laws, referred the above a) and Customized of Urea of sale and transfer Completion Annexure 8 to Board’s Report )2501R0*7 Extract of Annual Return as on the Financial Year ended 0DUFK [Pursuant to Section 92(3) of the Companies Act, 2013 (‘Act’) and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. Registration and Other Details i) CIN L24239MH1939PLC002893 ii) Registration Date 23 January, 1939 iii) Name of the Company TATA CHEMICALS LIMITED iv) Category / Sub-Category of the Company Public Company/Limited by shares v) Address of the Registered Office and contact details Bombay House 24, Homi Mody Street, Fort, Mumbai – 400 001 Telephone: + 91 22 6665 8282 Fax: +91 22 6665 8144 email: [email protected] website: www.tatachemicals.com vi) Whether listed company Yes vii) Name, Address and Contact details of Registrar & Share Transfer TSR Darashaw Limited Agents (RTA) Unit: Tata Chemicals Limited 6 – 10 Haji Moosa Patrawala Industrial Estate 20 Dr. E Moses Road Near Famous Studio Mahalaxmi, Mumbai – 400 011 Telephone: +91 22 6656 8484 Fax: +91 22 6656 8494 email: [email protected] website: www.tsrdarashaw.com II. Principal Business Activities of the Company All the business activities contributing 10 % or more of the total As per Annexure A turnover of the company shall be stated III. Particulars of Holding, Subsidiary and Associate Companies As per Annexure B IV. Shareholding Pattern (Equity Share Capital Breakup as Percentage Of Total Equity) i) Category-wise Shareholding ii) Shareholding of Promoters iii) Change in Promoters’ Shareholding (please specify, if there is no As per Annexure C change) iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) v) Shareholding of Directors and Key Managerial Personnel V. Indebtedness Indebtedness of the Company including interest outstanding/ As per Annexure D accrued but not due for payment VI. Remuneration of Directors and Key Managerial Personnel A. Remuneration to Managing Director, Whole-time Directors and/or Manager As per Annexure E B. Remuneration to other Directors C. Remuneration to Key Managerial Personnel other than Managing Director/ Manager/ Whole Time Director VII. Penalties / Punishment/ Compounding of Offences As per Annexure F
80 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 81 Section Annexure B Annexure Annexure A Annexure Applicable Board's Report Company Held % of Shares % of Shares % to total turnover of the turnover total % to Associate service NIC Code of the product/ of the NIC Code CIN/GLN Holding/Subsidiary/ Not applicableNot applicable SubsidiaryNot applicable SubsidiaryNot applicable 100% Subsidiary 2(87)(ii) Not applicable 100% Subsidiary 100% 2(87)(ii) Not applicable Subsidiary 100% 2(87)(ii) Not applicable 2(87)(ii) SubsidiaryNot applicable 100% SubsidiaryNot applicable 2(87)(ii) 100% SubsidiaryNot applicable 100% 2(87)(ii) SubsidiaryNot applicable 100% 2(87)(ii) Subsidiary 100% 2(87)(ii) Subsidiary 100% 2(87)(ii) 100% 2(87)(ii) 2(87)(ii) L36992MH1948PLC014083 Subsidiary 50.06% 2(87)(ii) U74999MH2017NPL302618 Subsidiary 100% 2(87)(ii) Name and Description of main products Description of main Name and / services Mond House, Winnington, CW8 4DT, UK CW8 4DT, Winnington, Mond House, UK CW8 4DT, Winnington, Mond House, Wharf Durban Maydon Road, 140 Johnstone 4001, South Africa Northwich,Winnington, Mond House UK CW8 4DT, 1, Magadi,PO Box Lake Magadi, Kenya UK CW8 4DT, Winnington, Mond House, UK CW8 4DT, Winnington, Mond House, UK CW8 4DT, Winnington, Mond House, UK CW8 4DT, Winnington, Mond House, UK CW8 4DT, Winnington, Mond House, IFS Court TwentyEight, Cybercity, Ebene, Ebene, Cybercity, TwentyEight, IFS Court Mauritius Ground Floor, East Wing Leela Business Park, Business Park, Leela Wing East Floor, Ground Andheri Kurla Road Andheri East, Mumbai - 400059 156/ 157, 15th Floor, 156/ 157, 15th Floor, Nariman Nariman 227, Bhavan, Point, Mumbai - 400 021 Name and the Company of Address reported in the table above. Phosphatic Fertilisers business and Trading business and Urea business are classified as Discontinued Operations and hence not as Discontinued Operations and hence classified business are business and Urea Trading business and Fertilisers Phosphatic 1.2. Soda Ash Salt and Iodised Vacuum 08932 20122 36% 40% Sr. Sr. No. 4. Homefield Pvt. UK Limited 5. Africa Chemicals Limited Holdings Tata 6. South Africa Chemicals (Pty) Limited Tata 7. Chemicals Magadi Limited Tata 8. Limited Magadi Railway Company 9. Homefield 2 UK Limited 10. Holdings Limited Chemicals (Europe) Tata 11. Salt Holdings Limited Cheshire 12. Salt Limited Cheshire 13. British Salt Limited 3. -1 (Mauritius) Pvt. Ltd., Venture Bio Energy 2. Ncourage Social Enterprise Foundation 1. Rallis India (Rallis) Limited Sr. No. Note: III. Subsidiary Companies Particulars of Holding, and Associate shall be stated:- activities All the business of the Company turnover of the total contributing more 10% or II. Business Activities of the Company Principal
Sr. Name and CIN/GLN Holding/Subsidiary/ % of Shares Applicable No. Address of the Company Associate Held Section 14. Brinefield Storage Limited Not applicable Subsidiary 100% 2(87)(ii) Mond House, Winnington, CW8 4DT, UK 15. Cheshire Cavity Storage 2 Limited Not applicable Subsidiary 100% 2(87)(ii) Mond House, Winnington, CW8 4DT, UK 16. Cheshire Compressor Limited Not applicable Subsidiary 100% 2(87)(ii) Mond House, Winnington, CW8 4DT, UK 17. Irish Feeds Limited Not applicable Subsidiary 100% 2(87)(ii) Sinclair Wharf, Stormont Road, Belfast, BT3 9AA 18. New Cheshire Salt Works Limited Not applicable Subsidiary 100% 2(87)(ii) Mond House, Winnington, CW8 4DT, UK 19. Brunner Mond Group Limited Not applicable Subsidiary 100% 2(87)(ii) Mond House, Winnington, CW8 4DT, UK 20. Tata Chemicals Europe Limited Not applicable Subsidiary 100% 2(87)(ii) Mond House, Winnington, CW8 4DT, UK 21. Winnington CHP Limited Not applicable Subsidiary 100% 2(87)(ii) Mond House, Winnington, Northwich Cheshire, UK, CW8 4DT 22. Northwich Resource Management Limited Not applicable Subsidiary 100% 2(87)(ii) Mond House, Winnington, CW8 4DT, UK 23. Gusiute Holdings (UK) Limited Not applicable Subsidiary 100% 2(87)(ii) Mond House, Winnington, CW8 4DT, UK 24. Valley Holdings Inc. Not applicable Subsidiary 100% 2(87)(ii) 100 Enterprise Drive, 7th Floor, Suite 701, Rockaway, New Jersey 07866, USA 25. Tata Chemicals North America Inc. Not applicable Subsidiary 100% 2(87)(ii) 100 Enterprise Drive, 7th Floor, Suite 701, Rockaway, New Jersey 07866, USA 26. TCNA (UK) Limited Not applicable Subsidiary 100% 2(87)(ii) 21, Holborn, Viaduct London EC1A 2DY, UK 27. General Chemical International Inc. Not applicable Subsidiary 100% 2(87)(ii) 100 Enterprise Drive, 7th Floor, Suite 701, Rockaway, New Jersey 07866, USA 28. NHO Canada Holdings Inc. Not applicable Subsidiary 100% 2(87)(ii) 100 Enterprise Drive, 7th Floor, Suite 701, Rockaway, New Jersey 07866, USA 29. TCSAP Holdings* Not applicable Subsidiary 75% 2(87)(ii) 100 Enterprise Drive, 7th Floor, Suite 701, Rockaway, New Jersey 07866, USA 30. TCSAP LLC Not applicable Subsidiary 75% 2(87)(ii) 100 Enterprise Drive, 7th Floor, Suite 701, Rockaway, New Jersey 07866, USA
82 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 83 Section Applicable Board's Report Held % of Shares % of Shares Associate CIN/GLN Holding/Subsidiary/ Not applicableVenture Joint Not applicable 50%Venture Joint 2(6) 33.33% 2(6) Not applicableNot applicable Subsidiary 75% Subsidiary 2(87)(ii) 100% 2(87)(ii) Not applicableNot applicableVenture Joint Not applicableVenture Joint 33.78%Venture Joint 50% 2(6) 33.3% 2(6) 2(6) Not applicable Subsidiary 65.77% 2(87)(ii) U73100KA2000PLC028246 Subsidiary 100% 2(87)(ii) U01400PN2011PLC141307 Subsidiary 100% 2(87)(ii) U74990MH2009PLC193869 Subsidiary 100% 2(87)(ii) @ # & @ @ $ Floor, Floor, Floor, Floor, th th Phase Phase th % Floor, Nariman Bhavan Floor, th 100 Enterprise Drive, 7 100 Enterprise Drive, 100 Enterprise Drive, 7 100 Enterprise Drive, Bommasandra, Bangalore 560 099 Bommasandra, Bangalore Immeuble OCP -1, Rue Alabtal Erraha, Casablanca, Maroc Suite 701, Rockaway, Rockaway, 701, Suite New Jersey 07866, USA Suite 701, Rockaway, 701, Rockaway, Suite 07866, USA New Jersey 78, Shenton Way, # 17-01/02 Way, 78, Shenton (079120) Singapore Name and of the Company Address Princeton South Corporate Park, 500 Charles Park, South Corporate Princeton Ewing, Ewing Boulevard, New Jersey 08628, USA 1 Research Link, 117604 1 Research Singapore Harvey Hipley Street, Softeners Limited, GU22 9LQ Surrey, Woking, Old Rukan Thamrin Residence RB/15F, JI. Kebon Thamrin Residence RB/15F, Rukan Kacang Raya, Kel. Kebon Melati Kec. Jakarta abang, Pusat Tanah 40-1/B Near S. No. Floor, First Towers, Kapil Sagam Bridge, 411 001 Ambedkar Pune Road, Dr. 156/157, 15 4 No: 3, K.A.I.A.D, Plot 227, Nariman Point, Mumbai - 400 021 227, Nariman Point, 35. Indonesia PT Metahelix Lifesciences 31. partners Chemicals (Soda Ash) (TCSAP)* Tata 37. Alcad^ 34. (Metahelix) Ltd. Sciences Metahelix Life 38. S.A. Indo Phosphore Maroc 39. Ltd. JOil (S) Pte. 32. (TCIPL) Chemicals International Ltd Pte. Tata 33. Rallis Chemistry Exports Ltd. Sr. No. 40. Limited Company The Block Salt 41. LLC Technologies Natronx 36. Ltd Organics Agro Waste Zero * a general partnership formed under the laws of the State of Delaware (USA) $ TCSAP is holding 33.3% % TCIPL is holding 33.78% & New Cheshire Salt Works Limited is holding 50% ^ a general partnership formed under the laws of the State of Delaware (USA) whereinTCSAP is holding 50% # Metahelix, Subsidiary of Rallis is holding 65.77% @ Rallis is holding 100%
Annexure C IV. Shareholding Pattern (Equity Share Capital Breakup as Percentage of Total Equity) (i) Category-wise Shareholding
Category Category of Shareholder Number of shares held at the beginning of the Number of shares held at the end of the % code year 1 April, 2017 year 31 March, 2018 Change (I) (II) Demat Physical Total % of Demat Physical Total % of during Total Total the Share Share year (A) Promoters (including Promoter Group) (1) Indian (a) Individuals/Hindu Undivided 0 0 0 0.00 0 0 0 0.00 0.00 Family (b) Central Government 0 0 0 0.00 0 0 0 0.00 0.00 (c) State Governments 0 0 0 0.00 0 0 0 0.00 0.00 (d) Bodies Corporate 7,80,97,992 200 7,80,98,192 30.66 7,80,97,992 200 7,80,98,192 30.66 0.00 (e) Banks/Financial Institutions 0 0 0 0.00 0 0 0 0.00 0.00 (f) Any Other (specify) - Trust 3,74,165 0 3,74,165 0.15 3,74,165 0 3,74,165 0.15 0.00 Sub-Total (A) (1) 7,84,72,157 200 7,84,72,357 30.80 7,84,72,157 200 7,84,72,357 30.80 0.00 (2) Foreign (a) NRIs - Individuals 0 0 0 0.00 0 0 0 0.00 0.00 (b) Other Individuals 0 0 0 0.00 0 0 0 0.00 0.00 (c) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00 (d) Banks/Financial Institutions 0 0 0 0.00 0 0 0 0.00 0.00 (e) Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00 (f) Any Other (specify) 0 0 0 0.00 0 0 0 0.00 0.00 Sub-Total (A) (2) 0 0 0 0.00 0 0 0 0.00 0.00 Total Shareholding of 7,84,72,157 200 7,84,72,357 30.80 7,84,72,157 200 7,84,72,357 30.80 0.00 Promoter (A) = (A)(1)+(A)(2) (B) Public Shareholding (1) Institutions (a) Mutual Funds 4,37,16,300 3,194 4,37,19,494 17.16 6,31,06,584 1,528 6,31,08,112 24.77 7.61 (b) Banks/Financial Institutions 3,05,381 59,129 3,64,510 0.14 9,28,276 53,259 9,81,535 0.39 0.24 (c) Central Government 13,59,086 0 13,59,086 0.53 0 0 0 0.00 (0.53) (d) State Governments 0 71,598 71,598 0.03 273 71,598 71,871 0.03 0.00 (e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00 (f) Insurance Companies 2,06,39,526 401 2,06,39,927 8.10 1,82,72,160 162 1,82,72,322 7.17 (0.93) (g) Foreign Institutional Investors/ 4,43,17,189 2,600 4,43,19,789 17.40 2,82,18,093 1,840 2,82,19,933 11.08 (6.32) Foreign Portfolio Investors (h) Foreign Venture Capital 0 0 0 0.00 0 0 0 0.00 0.00 Investors (i) Any Other 0 0 0 0.00 0 0 0 0.00 0.00 Sub-Total (B) (1) 11,03,37,482 1,36,922 11,04,74,404 43.36 11,05,25,386 1,28,387 11,06,53,773 43.44 0.07 (2) Non-Institutions (a) Bodies Corporate (i) Indian 1,56,43,934 72,400 1,57,16,334 6.17 1,30,99,247 66,030 1,31,65,277 5.17 (1.00) (ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00 (b) Individuals (i) Individual shareholders 3,42,88,347 69,19,085 4,12,07,432 16.18 3,46,64,567 56,56,553 4,03,21,120 15.83 (0.35) holding nominal share capital upto ` 1 lakh (ii) Individual shareholders 37,79,890 2,22,937 40,02,827 1.57 54,37,763 2,22,937 56,60,700 2.22 0.65 holding nominal share capital in excess of ` 1 lakh
84 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements % 85 the year year during Change during the % Change in shareholding shareholding Total Total Share Board's Report Pledged / total shares total % of Shares % of Shares Encumbered to to Encumbered of the Shares Shares year 31 March, 2018 31 March, year Company % of total % of total 31 March, 2018 31 March, Demat Physical Total % of Number of shares held at the end of the at held shares Number of No. of No. Shares Shareholding at the end of the year the end of the year at Shareholding Total Total Share Pledged / total shares total % of Shares % of Shares Encumbered to to Encumbered of the Shares Shares 1 April, 2017 1 April, Company % of total % of total year 1 April, 2017 1 April, year 0 0 0 0.00 0 0 0 0.00 0.00 77 0 77 0.00 77 0 77 0.00 0.00 500 0 500 0.00 500 0 500 0.00 0.00 Demat Physical Total % of No. of No. Shares 1,52,00,001 5.97 0.00 1,52,00,001 5.97 0.00 0.00 Number of shares held at the beginning of the the at held shares Number of 16,87,94,685 74,89,236 17,62,83,921 69.20 17,00,98,784 61,85,137 17,62,83,921 69.20 0.00 (II) Category of Shareholder Category of Shareholder - NBFC Bodies Corporate - ClearingMembers - or Director’s Director Relatives 12,366- Companies/OCBs Foreign - Nationals Foreign 7,43,214- Nationals - DR Foreign 0- Investors Portfolio Foreign 65 IND 0 12,366- HUF 30,402- 7,43,214 0.00 IEPF 0 350- LLP 0.29 2,78,705- 0 Indian Non-Resident (NRI) 0 4,85,742- Trusts 65 15,68,237Sub-total (B) (2) 0 30,402 0.00 1,37,603 Shareholding Public Total 0 350 0.01 12,30,887(B) = (B)(1)+(B)(2) 2,78,705 17,05,840 (A)+(B)TOTAL 0.00 4,85,742 0.11 30,402 0.67 80 5,84,57,203 0GDRs & ADRs 73,52,314 1,06,096 0.19 0.10 0 6,58,09,517 17,49,235 12,30,967 (0.10) 350 10,52,838 25.83 1,10,941 0 0 2,472,66,842 5,95,73,398 0.48 74,89,436(A)+(B)+(C) 0GRAND TOTAL 60,56,750 25,47,56,278 0 18,60,176 209 6,56,30,148 24,72,66,842 100.00 74,89,436 0 12,83,751 24,85,70,941 30,402 25,47,56,278 61,85,337 1,06,096 25.76 0.73 25,47,56,278 10,53,047 100.00 24,85,70,941 (0.07) 100.00 0.01 0 61,85,337 0.04 0.06 25,47,56,278 80 0.41 0 0.00 100.00 350 0.00 0.00 1,82,862 12,83,831 13,58,621 0.00 0.00 0.00 0.00 0.50 10,01,576 0.00 209 0 0.02 13,58,830 1,82,862 0 0.53 0.07 10,01,576 0.12 0.03 0.39 0.39 TOTAL 7,84,72,357 30.80 0.00 7,84,72,357 30.80 0.00 0.00 Limited* Shareholder’s NameShareholder’s the beginning of the year at Shareholding Part of Promoter Group 3. Limited* Global Beverage Tata 4. Ewart Limited* Investments 5. Limited* Company Investment Simto 6. 1,11,85,522 Trust* Sir Dorabji Tata 7. 5,18,000 Limited* Voltas 8. 13,69,290 Limited* Coffee Tata 9. 4.39 Industries Limited* Tata 10. 0.20 Motors Limited* Tata 11. 0.54 Trust* Sir Ratan Tata 12. 2,59,425Trust* Tata J R D 13. 0.00 Limited* Motors Finance Tata 14. 0.00 1,60,000 Limited* Titan Company 7,05,522 2,00,440 0.10 77,647 0.00 5,18,000 70,249 13,69,290 0.06 10,060 0.28 0.08 68,041 0.03 0.20 0.03 0.00 0.54 46,699 0.00 560 0.03 2,59,425 0.00 0.00 0.00 0.00 0.00 0.02 1,60,000 0.00 0.00 2,00,440 0.00 0.10 77,647 (4.11) 0.00 0.00 70,249 0.00 0.06 0.08 10,060 0.00 0.00 68,041 0.03 0.00 0.00 0.03 46,699 0.00 0.03 0.00 0.00 560 0.00 0.00 0.02 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. (Promoter) Sons Limited Tata 2. Corporation Investment Tata 4,93,06,423 19.35 0.00 5,97,86,423 23.47 0.00 4.11 Sr. Sr. No. (c) Other Any (Specify) (C)(1) for Custodians held by Shares (2) Group Promoter and Promoter Public 0 0 0 0 0.00 0 0 0 0 0.00 0 0 0.00 0.00 0 0 0.00 0.00 Category code (I) * (ii) Group) (Including Promoter of Promoters Shareholding (iii) Change in Promoters (Including Promoter Group) Shareholding
Sr. Name of the Shareholder Shareholding at the Date Reason Increase/decrease in Cumulative Shareholding No. beginning of the year shareholding during the year (as on 1 April, 2017) No of % of total No of % of total No. of % of total shares shares Shares Shares Shares Shares of the of the of the Company Company Company 1. Tata Sons Limited (Promoter) 4,93,06,423 19.35 19 September, Purchase 1,04,80,000 4.11 5,97,86,423 23.47 2017 of shares 2. Tata Investment Corporation 1,52,00,001 5.97 - - - - 152,00,001 5.97 Limited* 3. Tata Global Beverage Limited* 1,11,85,522 4.39 19 September, Sale of (1,04,80,000) (4.11) 7,05,522 0.28 2017 shares 4. Ewart Investments Limited* 13,69,290 0.54 - - - - 13,69,290 0.54 5. Simto Investment Company 5,18,000 0.20 - - - - 5,18,000 0.20 Limited* 6. Sir Dorabji Tata Trust* 2,59,425 0.10 - - - - 2,59,425 0.10 7. Voltas Limited * 2,00,440 0.08 - - - - 2,00,440 0.08 8. Tata Coffee Limited* 1,60,000 0.06 - - - - 1,60,000 0.06 9. Tata Industries Limited* 77,647 0.03 - - - - 77,647 0.03 10 Tata Motors Limited* 70,249 0.03 - - - - 70,249 0.03 11. Sir Ratan Tata Trust* 68,041 0.03 - - - - 68,041 0.03 12. J R D Tata Trust* 46,699 0.02 - - - - 46,699 0.02 13. Tata Motors Finance Limited* 10,060 0.00 - - - - 10,060 0.00 14. Titan Company Limited* 560 0.00 - - - - 560 0.00
* Part of Promoter Group (iv) Shareholding Pattern of top 10 shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)
Sr. Name of shareholders Shareholding Cumulative Shareholding during the No. year No. of Shares % of total shares of No. of Shares % of total Shares of the Company the Company 1. ICICI Prudential Mutual Fund At the beginning of the year 1,80,53,193 7.09 1,80,53,193 7.09 Bought during the year 35,13,639 1.38 2,15,66,832 8.47 Sold during the year (61,47,298) (2.41) 1,54,19,534 6.05 At the end of the year 1,54,19,534 6.05 1,54,19,534 6.05 2. HDFC Trustee Company Limited At the beginning of the year 11,43,100 0.45 11,43,100 0.45 Bought during the year 1,29,57,056 5.09 1,41,00,156 5.53 Sold during the year (2,70,000) (0.11) 1,38,30,156 5.43 At the end of the year 1,38,30,156 5.43 1,38,30,156 5.43 3. ICICI Prudential Life Insurance Company Limited At the beginning of the year 1,26,58,471 4.97 1,26,58,471 4.97 Bought during the year 6,46,250 0.25 1,33,04,721 5.22 Sold during the year (31,36,479) (1.23) 1,01,68,242 3.99 At the end of the year 1,01,68,242 3.99 1,01,68,242 3.99 4. Aditya Birla Sun Life Trustee Private Limited At the beginning of the year 57,33,106 2.25 57,33,106 2.25 Bought during the year 58,40,983 2.29 1,15,74,089 4.54 Sold during the year (16,34,999) (0.64) 99,39,090 3.90 At the end of the year 99,39,090 3.90 99,39,090 3.90
86 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 87 the Company tachemicals.com year Board's Report No. of SharesNo. of Shares % of total the Company No. of Shares of No. of shares % of total Franklin Templeton Investment Funds Investment Templeton Franklin of the yearAt the beginning Bought during the yearSold during the yearAt the end of the year Limited Company New India Assurance The of the yearAt the beginning Bought during the yearSold during the yearAt the end of the year of India Corporation Insurance General of the yearAt the beginning Bought during the year 80,31,746Sold during the yearAt the end of the year Limited Trustee L&T Mutual Fund 1,05,000 of the yearAt the beginning (32,22,070)Bought during the year 49,14,676 3.15 34,17,850Sold during the yearAt the end of the yearUTI Mutual Fund 0.04 of the yearAt the beginning (1.26) 80,31,746Bought during the year 0 1.93 34,17,850 1.34 36,00,005Sold during the year 81,36,746At the end of the year 0 49,14,676 India Equity Fund Income Templeton 50,000 of the yearAt the beginning 49,14,676 3.15 34,17,850 (2,40,000)Bought during the year 0.00 1.34 34,10,005 1.41Sold during the year 7,13,090 3.19 At the end of the year 0.00 1.93 India of Corporation Insurance Life 25,68,200 34,17,850 0.02 1.93 of the yearAt the beginning 34,17,850 1.34 36,00,005 (0.09) (2,22,000)Bought during the year 1.34 34,17,850 30,59,290 45,71,463Sold during the year 0.28At the end of the year 36,50,005 Global Fund Pension Government 34,10,005 1.01 5,88,444 1.34 1.34 of the yearAt the beginning 34,10,005 1.41 (0.09) (23,23,750) 7,13,090Bought during the year 1.20 1.34 28,36,157 1.79 2,867,321Sold during the year 32,81,290At the end of the year 1.43 1.34 Mirae Fund Asset Mutual 30,59,290 0.23 4,69,318 1.34 of the yearAt the beginning 30,59,290 (0.91) 45,71,463 0.28 (5,18,400)Bought during the year 1.11 28,18,239 1.13 66,17,168Sold during the year 1.29 51,59,907At the end of the year 28,36,157 1.20 0.18 1.20 28,36,157 1.79 28,67,321 (0.20) (38,24,863) 0 1.11 27,92,305 2.60 71,07,551 2.03 33,36,639 1.11 28,18,239 1.11 28,18,239 (1.50) 1.13 66,17,168 (43,84,519) 0.00 0 1.10 27,23,032 2.79 28,69,037 1.31 27,92,305 1.11 3,50,000 66,17,168 1.11 27,92,305 (1.72) 2.60 71,07,551 (5,45,752) 0.00 1.07 26,73,285 1.13 1.10 27,23,032 0.14 2.60 71,07,551 1.10 27,23,032 2.79 28,69,037 (0.21) 1.05 32,19,037 1.07 26,73,285 2.79 1.07 26,73,285 1.13 1.26 1.05 1.05 Name of shareholdersShareholding the during Shareholding Cumulative 6. 7. 8. 9. 10. 11. 12. 13. 5. Sr. No. 2. The date wise increase/decrease in shareholding of the top 10 shareholders is available on the website of the Company www.ta 1. The above information is based on the weekly beneficiary position received from the depositories Note: (v) Shareholding of Directors and Key Management Personnel
Sr. Name of Directors/KMP Shareholding Cumulative shareholding during No. the year No. of Shares % of total shares No. of Shares % of total shares of the Company of the Company 1. Mr. R. Mukundan (Managing Director & CEO) At the beginning of the year 500 - 500 - At the end of the year 500 - 500 - Note: 1. Mr. Nasser Munjee, Dr. Y.S.P. Thorat, Ms. Vibha Paul Rishi, Mr. Bhaskar Bhat and Mr. S Padmanabhan did not hold any shares of the Company during the year 2017-18. 2. Mr. John Mulhall, Chief Financial Officer and Mr. Rajiv Chandan, General Counsel & Company Secretary, the Key Managerial Personnel, did not hold any shares during FY 2017-18. 3. Mr. Zarir Langrana, who was appointed as an Executive Director with effect from 1 April, 2018, holds 3,666 shares of the Company.
Annexure D V. Indebtedness Indebtedness of the Company including interest outstanding/accrued but not due for payment:- ` in crore
Particulars Secured Loans Unsecured Deposits Total excluding Loans Indebtedness deposits Indebtedness at the beginning of the financial year i) Principal Amount 611.84 1,799.48 - 2,411.32 ii) Interest due but not paid ---- iii) Interest accrued but not due - 71.49 - 71.49 Total (i+ii+iii) 611.84 1,870.97 - 2,482.81 Change in Indebtedness during the financial year * ʀ Addition 307.95 568.17 - 876.12 ʀ Reduction 585.65 1,334.60 - 1,920.25 Net Change (277.70) (766.43) - (1,044.13) Indebtedness at the end of the financial year i) Principal Amount 334.14 1,073.07 - 1,407.21 ii) Interest due but not paid ---- iii) Interest accrued but not due - 31.47 - 31.47 Total (i+ii+iii) 334.14 1,104.54 - 1,438.68
* Includes interest accrued but not due
88 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements - - - - 89 (`) (`) cutive 14.03 70.15 11,52,000 Annexure E Annexure 5,84,31,282 Total Amount Total Board's Report specify Managing Director & CEO Managing Director Commission Others, please 17,50,000 1,90,00,000 - 2,07,50,000 Committee Meetings Committee Particulars Board/ attending for Fee (a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961(a) SalaryTax in Section contained 17(1) of the Income as per provisions Act, 1961Tax Section under 17(2) Income of perquisites Value (b) Act, 1961 in lieu of the salaryTax under Section(c) Profits 17(3) of the Income 2,41,40,075 - 1,39,207 Particulars of Remuneration R. Mukundan Mr. - as % of profit - based) (Performance specify…. others, 3,30,00,000* Total In line with the internal guidelines, no payment is made towards commission to Mr. Bhaskar Bhat and Mr. S. Padmanabhan, Non-Exe Commission relates to FY 2017-18, which will be paid during FY 2018-19 2. Options Stock Sr. No. 1.. Salary Gross 3.4. Equity Sweat Commission 5. Others PF) to (Contribution Ceiling as per the Companies Act, 2013 (@5% of the net profits of the Company calculated as per calculated of the Company Act, 2013 (@5% of the net profits as per the Companies Ceiling Section Act, 2013- in crore) 198 of the Companies Ceiling as per the Companies Act, 2013 (@ 1% of the net profits of the Company calculated as per Section calculated of the Company Act, 2013 (@ 1% of the net profits as per the Companies Ceiling Act, 2013 – in crore) 198 of the Companies Total (2)Total (1+2) Managerial Remuneration Total 27,50,000 1,90,00,000 10,00,000 2,17,50,000 - - 10,00,000 I.1. Independent Directors 2. Nasser Munjee Mr. 3.Thorat S. P. Y. Dr. (1) Total Rishi Paul Vibha Ms. 6,50,000 7,10,000 3,90,000 75,00,000 75,00,000 40,00,000 - - - 81,50,000 82,10,000 43,90,000 Sr. Sr. No. II.4. Directors Other Non-Executive 5. Bhaskar Bhat Mr. S. Padmanabhan Mr. 6,10,000 3,90,000 * * - 3,90,000 6,10,000 Directors of the Company, who are in full-time employment with otherTata companies. * Note: Ceiling limits are for FY 2017-18. Commission relates to FY 2017-18, which will be paid during FY 2018-19 VI. Personnel Managerial Key and of Directors Remuneration B. other Directors: to Remuneration * * A. Whole-time and/or Manager: Directors Managing Director, to Remuneration C. Remuneration to Key Managerial Personnel (KMP) other than Managing Director / Manager / Whole Time Director (`) Sr. Particulars of Remuneration Key Managerial Personnel No. John Mulhall Rajiv Chandan Chief Financial General Counsel & Officer Company Secretary 1. Gross Salary (a) Salary as per provisions contained in Section 17(1) of the 2,44,25,916 1,30,45,913 Income Tax Act, 1961 (b) Value of perquisites under Section 17(2) of the Income Tax Act, 1961 36,82,725 2,85,565 (c) Profits in lieu of salary under Section 17(3) of the Income Tax Act, 1961 - - 2. Stock Options -- 3. Sweat Equity -- 4. Commission N.A. N.A. 5. Others (Contribution to PF and Superannuation, as applicable) 5,32,800 7,15,716 Total 2,86,41,441 1,40,47,194
Annexure F VII. Penalties / Punishment/ Compounding of Offences:
Type Section of the Companies Brief Details of Authority Appeal Act Description Penalty / [RD/ NCLT/ made, if any Punishment/ COURT] (give details) Compounding fees imposed A. COMPANY Penalty None Punishment Compounding B. DIRECTORS Penalty None Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty None Punishment Compounding
On behalf of the Board of Directors
Bhaskar Bhat R. Mukundan Director Managing Director & CEO
Mumbai, 18 May, 2018
90 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 91 Management Discussion and Analysis two-sided and broadly balanced. On the upside, momentum momentum On the upside, two-sided balanced. and broadly of commodity prices and implementation of reforms. A drop in A drop of commodity prices of reforms. and implementation rate global interest commodity steeper-than-anticipated prices, could debt dynamics efforts ameliorate and inadequate to increases 1.1% tick up to to South Africa is forecast set back economic growth. Nigeria 0.8% in 2017. accelerate in 2018 from to is anticipated growth just ended. the year 1% in from a 2.5% expansion this year to of in 2017 as a result faced multiple headwinds The Kenyan economy A drought coming years. dip in the to is projected which GDP growth the on-going in privatesector slowdown in the earlier of the year, half election and a prolonged cycle weakened private sector growth credit notwithstandingdemand, an expansionary Nonetheless, fiscal stance. these headwinds economic structure, diverse reflecting the relatively partiallywere the recovery by mitigated rains in the in tourism, better stable still low global oil prices and a relatively second half of the year, environment. macroeconomic an 2018 from 6.2% in slip to to is forecast region in the East Asia Growth which in China; a structural 6.4% in 2017 due to slowdown estimated of the region. rest in the cyclical a modest is seen offsetting pick-up Indonesia balanced. become more risks the outlook have to However, in the 5.1% in 2017. Growth 5.3% in 2018 from to grow to is forecast 6.9% in 2018 from to accelerate to is forecast region Southern Asia strong, stay is expected to 6.5% in 2017. Consumption an estimated revive is on track to and investment exports recover to anticipated are Setbacks upgrades. and infrastructure of policyas a result reforms in global financial or an upswing natural disasters efforts, reform to volatility could slow growth. in 2017 on the In significantly slowed the Middle East, growth after economy in the Islamic Republic of Iran’s back of a slowdown very cuts in oil production in 2016 and in oil exporting fast growth of 2018 under the extended March countries Organisation through Exporting Countrythe Petroleum (‘OPEC’) In 2018, growth agreement. domestic 3.5%, mostly reflecting stronger to increase is expected to demand in oil imports in oil exports. of oil production and a rebound insecurity and geopolitical risks on the regional still weigh However, outlook. in Financial rate a 7.3% GDP growth India to pick-up is expected to projection The growth (‘FY’) 6.7% in FY 2017-18. 2018-19 from Year April 2017 6.7% (7.2% in IMF’s down to 2017 has been revised for reflects still lingering with the currency disruption associated forecast) the launch of to as transition cost related as well initiative exchange (‘GST’). Tax the national Goods and Services 6.8% 6.5% in 2018 from to moderate to is projected In China, growth is an expectationThere of expansionary policyin 2017. meet mix to GDP between 2010 and 2020. of doubling real the target 0.7% in 2018 weakenThe pace of expansion in Japan is expected to to 1.5% in 2017, based on the assumption that fiscal supportfrom fades and moderates private growth consumption scheduled, as currently by is offset private investment 2020 Olympics-related the boost from demand. in foreign higher imports growth projected and slower are: Key risks the global forecast to I. appear forecast In the near term, risks the global growth to Global Economic Outlook Global Economic in economic activityThe global pick-up that started half in the second of 2016 gained further 2017. According momentum in the first half of rise to is projected the Internationalto growth (‘IMF’), Monetary Fund markets economies, 2018 and 2019 in emerging and developing over externalsupported global financial factors improved - a benign by and a recovery economies. in advanced environment in 2017 (0.5% by 3.7% grown have to Global output is estimated 2018 and 2019 for forecasts Global growth higher than in 2016). reflects The revision 3.9%. by 0.2% to upward been revised have the two-year forecast For momentum. global growth an increased mainly from outlook result the global to revisions the upward horizon, 2% in exceed is now expected to growth where advanced economies, reflects the expectation that favourable forecast This 2018 and 2019. sentiment will help maintain global financial conditions and strong with especially in investment, demand, acceleration in the recent exports. with large in economies a noticeable impact on growth fiscal and associated tax reform In (‘US’) States addition, the United with favourable temporarily expected raise US growth, to stimulus are US trading partners, for especially Canada and demand spill overs during this period. Mexico, January for Economic Outlook update 2018, the World In the IMF’s 2.7% in 2018 and 2.3% to in US has been raised from forecast growth up given has been revised The forecast 2.5% in 2019. 1.9% to from than expected activitystronger external higher projected in 2017, impactdemand and the expected macroeconomic of the tax reform, in particular and the temporary the reduction in corporate tax rates of investment. full expensing allowance for marked been have economies area of the Euro many for rates Growth Italy reflecting and the Netherlands, Germany, for especially up, domestic demand and higher external momentum in the stronger demand. recovery in 2017, with area was expected gather strength to The Euro 1.9% moderating to rise before 2.1% in 2017, to to projected growth in 2017 mostly reflects acceleration in growth The increase in 2018. in exports and in global trade pick-up in the context of broader supported in domestic demand growth by continued strength financial conditions amid diminished political riskaccommodative and policy uncertainty. Kingdom in the United 1.5% in subside to (‘UK’)Growth to is projected the April to relative the 2017 forecast to revision The downward 2018. Economic Outlook is driven by weaker-than-expectedWorld 2017 The slowdown the first two quarters outturns for of the year. growth in private as the Pound’s consumption is driven by softer growth The medium-term income. on household real weighed depreciation outlook is highly uncertaingrowth and will depend in part on the and the (‘EU’) Union with the European new economic relationship cross-border and migration in barriersextent trade, of the increase to financial activity. in 3.2% to pick-up to is anticipated in the Sub-SaharaGrowth region will depend on a firming growth 2.4% in 2017. Stronger 2018 from BUSINESS ENVIRONMENT BUSINESS Management Discussion and Analysis and Discussion Management could prove to be more durable than expected amid strong The Government of India, under the Make in India initiative, is trying to consumer and business confidence in, for instance, the Euro boost the contribution made by the manufacturing sector and aims area and in East Asia near-term growth could exceed forecast. to take it up to 25% of GDP from the current 17%. The Government On the downside, policy uncertainty is more of a concern than has also launched the Digital India initiative, which focuses on three usual, reflecting, for example difficult-to-predict US regularity core components: creation of digital infrastructure, delivering services and fiscal policies, the potential adoption of trade restrictions, digitally and improving digital literacy. negotiation of the United Kingdom’s relationship with the EU Fast Moving Consumer Goods (‘FMCG’) is the 4th largest sector in post-Brexit and geopolitical risk. the Indian economy. There are three main segments in the sector – II. Beyond the immediate term, risks are skewed to the downside food and beverages which accounts for 19% of the sector, healthcare and stem from a host of financial tensions, a possible inward accounts for 31% and household and personal care which accounts looking policy shift and persistently low inflation in advanced for the remaining 50%. Favourable demographics and increasing economics and a range of non-economic factors. income levels are expected to give a boost to the FMCG market in India, which is expected to grow at a Compounding Annual Growth III. Some of the risks around financial tensions are pertaining to the financial stability risk in China, potential tightening of Rate (‘CAGR’) of 20.6% and expected to reach US$ 103.7 billion by global financial conditions, risks of capital flow reversal from 2020 from US$ 49 billion in 2016. the emerging market economies, challenges facing Euro area Key trends which are likely to continue in the consumer goods banks around non-performing loans (‘NPL’), potential rollback industry are: of the strengthening of financial regulations, a retreat from I. Consumption is expected to drive this revival in growth as Cross-Border Economic Integration and move towards inward households benefit from higher wages and allowances, along looking policy shift. with benign inflation (forecast to be 4.5% in 2018: UN World Domestic Economic Outlook Economic Situation and Prospects 2018, RBI’s monetary policy In India, growth slowed in FY 2017-18 due to disruptions from the review) and pre-poll step up in public spending. GST tweaks currency exchange initiative (‘demonetisation’) in November 2016 will help lower the tax incidence on consumers. and, more recently, the rollout of the GST in July 2017. Inflation has II. Growing customer awareness, easier access to products and been low compared with the mid-point target in recent months, changing lifestyles are the key growth drivers for the consumer driven by lower food prices, allowing the Central Bank to cut its policy market. rate in August 2017. III. Increase in rural consumption to drive the FMCG market. GDP growth forecast for 2017 was cut from 7.2% to 6.7% by IMF and 2018 forecast set to 7.4%, reflecting the recent slowdown in IV. The Government of India’s policies and regulatory frameworks economic activity (IMF World Economic Outlook, October 2017). such as relaxation of license rules and approval of 51% Foreign Economic Survey of India projects a GDP growth of 7.0-7.5% for Direct Investment (‘FDI’) in multi-brand and 100% in single- FY 2018-19. Growth will be underpinned by private consumption, brand retail are some of the major growth drivers for the FMCG which has benefitted from low food and energy prices, civil service market. allowance increases and growth in urban wages, ease in lending rates, Key macroeconomic risks include a slow credit growth due to non- solid rainfall forecast in the monsoon season and a doubling in farm performing assets on bank balance sheets and tightening access to loan waivers supporting rural households. credit for higher risk entities, low capacity utilisation in some industrial A gradual increase in India’s growth rate is expected resulting from sectors and low private investment. However, overall investment implementation of important structural reforms. GST, which promises is expected to strengthen in 2018, led by public sector capital the unification of India’s domestic market, is among several measures expenditure alongside FDI. which is expected to push India’s growth above 8% in the medium In India, reform efforts could be aimed at tackling supply bottlenecks, term, thus outpacing China’s growth. enhancing the efficiency of labour and product markets and The Union Budget’s major push is on growth stimulation, providing modernising the agricultural sector. Labour market reforms such relief to the middle and lower middle class, providing affordable as rationalising labour market regulations may be able to facilitate housing, curbing black money, digitalisation of the economy, greater and higher-quality job creation. Another priority area of focus enhancing transparency in political funding and simplifying the tax would be on strengthening public banks’ loss-absorbing buffers, administration in the country. implementing further public banking sector structural reforms and enhancing public banks’ debt recovery mechanisms. The fiscal deficit of the Government of India, which was 4.5% of GDP in FY 2013-14, has steadily reduced to 3.5% in FY 2016-17 and COMPANY OVERVIEW AND OUR SUSTAINABLE, is expected to further decrease to 3.2% of the GDP in FY 2017-18, PROFITABLE GROWTH STRATEGY according to the Reserve Bank of India (‘RBI’). Some modest slippage is expected from the 3.2% target due to weaker than expected revenue Tata Chemicals Limited (‘the Company’ or ‘TCL’) is a global company from GST, higher oil prices and higher rural expenditure. with interests in businesses that focus on Living, Industry and Farm Essentials. The story of the Company is about harnessing the fruits of India’s revenue receipts are estimated to touch ` 28-30 trillion science for goals that go beyond business. (US$ 436-467 billion) by 2019, resulting from the Government of India’s measures to strengthen infrastructure and reforms such as The Company started its journey in Mithapur, Gujarat in Western demonetisation and GST. India in 1939 with the creation of a small plant that would raise a
92 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 93 1,087 1,067 1,031 (USD million) Management Discussion and Analysis excellence - Global Chemicals (India,excellence US, UK, Kenya) Spices and Foods) (Salt, Pulses, Products Consumer innovation at IC and acquisition of niche specialty chemicals Materials Advanced Nutritionalopportunities Solutions, - Agrochem, Maintain Leadership Rapidly Grow Seed and Build Tata Chemicals Strategic Direction Ahead Chemicals Strategic Tata GLOBAL CHEMICALS BUSINESS SALES GLOBAL FY 2015-16 FY 2017-18 FY 2016-17 Maintain leadership and scale further cost operational through - sourcing product portfolio increased and strategic through Grow Develop niche specialty scientific portfolio chemicals through ʀ ʀ ʀ BUSINESS UNITS INORGANIC CHEMICALS Fig: Fig: The Company is anticipating a normal a is anticipating ahead year in the monsoon The Company farmer connect its strong digitisation and leverage to and plans productivity crop improve solutions to enhanced provide to initiatives and farmers income. supportcontinue to will in Pune The Innovation the diverse Centre Tata with programs synergistic alongside businesses, TCL’s needs of internal capabilities and facilities, by augmenting companies, Group Consumer across platforms technology in the chosen competencies The Nutritional Materials. Nutritional Solutions and Advanced Foods, with a start-upSolutions unit, operating on mindset, will focus and ingredients building scale in specialty covering businesses food InnovationCentre. TCL’s at developed formulations, on manufacturing will focus Highly its TCL In Materials, Advanced of its drive the growth to formulation, Dispersible Silica (‘HDS’) a signed the Company Inspecialty silica business. this regard, on (‘ASL’), Silica Limited Allied with M/s. Agreement Transfer Business silica, on a slump their business of precipitated acquire 2018, to 7 April, sale basis along with the existing manufacturing which is recently site, Upon Nadu. Tamil Cuddalore, Industrial Park at SIPCOT commissioned, TCL’s in another step yet completion of the acquisition, it will represent businesses, differentiated enabled, journey build technologically to strengths. its core leveraging centricity, customer with greater Fertiliser and Customised of Urea the divestment During the year, was India’) (‘Yara Limited India Fertilisers Private Yara Business to under review, 2018. During 12 January, the year effective completed with IRC Agrochemicals an agreement into also entered the Company (‘IRC’), Limited Private owned subsidiary a wholly of Indorama Holdings business located Fertiliser its Phosphatic transfer to Netherlands, BV, comprising business and non-bulk bulk Trading at Haldia and the subject regulatory on a slump sale basis, to fertilisers, and statutory This transaction is expected to precedent. and conditions approvals close in the first quarter of FY 2018-19. * Source: ET Brand Equity India’s MostTrusted Brands 2017 wealth of marine chemicals from the ocean, with a potential to touch touch to with a potential the ocean, marine of from chemicals wealth a global beginnings, these humble From ways. many in human lives the four with operations across international was evolved, business third is the world’s TCL in India,located continents UK, Kenya USA. and ash with manufacturing of soda producer in North facilities largest million households 148 over and Africa, reaches Asia America, Europe, Salt brand portfolio in India of India’s 80% and covers Tata its through districts Rallisimpacting its subsidiaries, 5 million farmers over through (‘Metahelix’).Sciences Limited India and Metahelix (‘Rallis’) Life Limited of innovative and also build a pipeline existing growth TCL’s fuel To world has established class R&D the Company the future, products for and Rallis Innovation in Pune facilities such as the Innovation Centre home to Chemistry facilities are Our R&D in Bangalore. Hub (‘RICH’) science and food biotechnology, capabilities in nanotechnology, and nutritiontechnology science. Tata Apart innovation, sustainability of all of from the core is also at social responsibility initiatives TCL’s This includes activities. Chemicals’ functions. business all of the Company’s into and is intricately woven a commodity itself from and transform continues to The Company wellness providing chemicals manufacturer towards an inorganic and specialty agri on consumer, focus with a strong solutions, is making TCL while furtherbusinesses, its core. strengthening on journey by focusing in its transformation progress significant centricity customer and technology greater building brands through has also embarkedThe Company on simplification led differentiation. portfolio experience, customer and of its business processes, is also addressing TCL goals. its transformation achieve to structures capability drive long building in each of its businesses to requisite stakeholders. for term value creation demand and marketIn chemicals business, has been the inorganic and production with demand under review in the year favourable in determining prices. the global role a significant in China playing on maintaining Overall business will focus chemicals inorganic its leadership position by driving customer cost efficiencies and and scale technology on leveraging engagement with a special focus operational excellence. through across growth The consumer products witnessed strong business centricity on customer and focus relentless all categories through most India’s 3 in the as No. Salt was voted Tata brand building. the category*. Products During the year, brands under Food trusted ‘Multi-Grain Khichdi Mix’, such as launched new products Company variants and multiple ‘Moong Dal Chilla Mix’ ‘Multi-Grain Chilla Mix’, brand with Sampann umbrella Tata pulses under the in organic The Khichdi of nutritious Mix the power provides feedback. positive likegrains moong dal chilka, unpolished rice with Indian super grains These newly launched products and bajra. jowar like rajgira, ragi, scientific innovation. Looking through differentiation provide of salt and build the business will further the reach ahead, improve on with focus and spices, besan pulses, Salt Lite, Tata scale for delight consumers by aims to The business value added products. wholesome everyday and will continue to offering nourishing foods conceptualise market shaping value-added opportunities beyond portfolio. existing categories in the future chemicals build the specialty business will continue to The agri agro Rallis subsidiaries, and Metahelix. TCL’s and seeds portfolio through Industry Structure and Developments parties) to serve TCL’s customers in India. Similarly, part of the UK demand is also met from imports from the Company’s US unit. The Company is a leading global manufacturer of basic inorganic chemicals, including soda ash and sodium bicarbonate, with As new Turkish capacity came on-stream during the year, it exerted manufacturing presence over 4 continents; North America, Europe, pressure on soda ash prices, especially in its preferred catchment areas Asia and Africa. Our global supply chain gives us a unique advantage of Western Europe and Latin America. This was mitigated to a large to serve our customers with assured supply and efficient service at extent by strong growth in global demand especially in Asia. Chinese competitive prices. prices witnessed an upward trend during the year riding on marginal With a capacity of ~4.3 million tonnes per annum, TCL is currently domestic demand growth following capacity consolidation over the the world’s 3rd largest soda ash manufacturer. More than two- last two years. US prices remained largely firm with strong export thirds of this capacity is natural soda ash located at Tata Chemicals sales. Regional fluctuations in demand-supply balance, shipping and Soda Ash Partners, Green River facility, Wyoming in the USA, where energy costs, exchange rates and other geopolitical considerations the world’s largest known deposits of trona are found and at Tata continued to impact soda ash prices. While regional price variations Chemicals Magadi, Lake Magadi in Kenya. In addition to having lower and supply-demand gaps will persist, it is expected that the global manufacturing costs, natural soda ash helps the Company have a prices will continue to reflect movement in the global GDP growth lower energy and environmental footprint. Synthetic soda ash and rates and broad energy price cycles. sodium bicarbonate are manufactured at Mithapur, India and Tata Sodium Bicarbonate Chemicals Europe, Lostock, UK to largely cater to their respective domestic markets. This process uses raw salt/brine (salt water) and Sodium bicarbonate is a versatile product finding use in a wide array limestone as key raw materials. of applications including food additives, animal feed, pharmaceuticals, dyes and textiles and air pollution control. The Company believes Soda Ash that given its wide range of existing and new applications, sodium After couple of years of relatively sluggish growth, the global soda bicarbonate is expected to sustain volume growth rates at above- ash demand in 2017 is estimated to have grown at an above-average GDP levels along with offering significant value addition potential in growth rate of ~4% p.a. to reach ~58 million tonnes. This was on the the future. The Company is among the top 5 producers of sodium back of a rebound in Chinese demand, that had been flat over recent bicarbonate globally with a total capacity of ~0.2 million tonnes p.a. years, and strong demand growth in emerging economies of South (4% of global capacity) spread across the India and UK sites. America, South East Asia and India. Several other regions including the developed markets of North America and Europe showed flat Indian sodium bicarbonate demand grew by 13% in FY 2017-18 to moderate growth during the year. Going ahead, world demand is against ~7% growth in the previous year. The key drivers of demand forecast to grow at ~2% p.a. through 2022. included the food, animal feed and other industrial applications. In addition to pursuing capacity expansion to defend TCL market The Indian market demand growth in FY 2017-18 is estimated to leadership in Indian bicarb market, the Company has also made be ~12% p.a. supported by both domestic capacity expansion and significant progress in improving the share of branded products higher import volumes. North American volumes are expected to in its bicarb portfolio. In FY 2017-18, TCL launched “Medikarb”, its have grown marginally largely due to an increase in export volumes pharmaceutical grade product which received excellent response over the previous year. The UK market remained reasonably flat for the from customers. “Alkakarb” and “Sodakarb”, the Company’s other year with the Company retaining market leadership. Demand growth bicarb brands have shown strong growth during the year. Going in most of the key markets of the Company’s African operation like forward, the Company is focused on retaining its volume and value South East Asia and South Asia remained strong. leadership in the bicarb market. Global soda ash capacity is estimated to have grown by ~2.5 million tonnes p.a. during the year. After 2 years of capacity consolidation in BRANDED BICARB VOLUMES AS A % OF (%) China, 2017 witnessed a net capacity addition in excess of ~1 million TOTAL BICARB VOLUMES (INDIA) tonnes p.a. Turkey was another region which added ~1.5 million tonnes p.a. capacity during the year as part of its overall plan to exploit FY 2017-18 42 its large natural soda ash deposits. India also witnessed ~0.3 million tonnes p.a. capacity addition (10% of total Indian capacity) as leading FY 2016-17 36 domestic players expanded operations at their existing production FY 2015-16 33 sites. Global capacity is forecast to grow in line with global demand at ~2% p.a. through 2022, with Turkey and Asia leading this capacity Tata Chemicals Europe Limited (‘TCEL’), retained its UK market share addition. in sodium bicarbonate during the year. The real success for TCEL has been continued strong export growth in accounts across the globe, India continues to be a significant importer of soda ash with ~0.84 thus helping the business grow strongly in the year. million tonnes of imports in FY 2017-18, accounting for a little under a quarter of the total domestic demand. The Company recognises Cement the global nature of the soda ash market, characterised by almost a In addition to soda ash and sodium bicarbonate, the Company quarter of global volumes being traded, and steadfastly supports fair also manufactures cement as part of its integrated operations at trade practices. TCL continued to leverage its global supply chain by the Mithapur site. The cement plant not only demonstrates TCL’s sourcing soda ash from its units in US and Kenya (along with third commitment to site sustainability, by utilising waste fly ash and other
94 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 95 Management Discussion and Analysis in Soda Ash/Energy Business Unit. The modified sodium bicarbonate modified The Unit. Business Ash/Energy in Soda reliable and enabling strong performed has Winnington reliably, at British Salt servicecustomer delivery during the year. and growth with and production good volume delivered salt business Limited’s market throughout its strong and continued good efficiencies share the year. the ash dominated soda Chemicals Magadi (‘TCML’), Limited Tata For product portfolio being in the container with the main destination and Soda (‘CRS’) Salt, Crushed Refined sectors. glass and silicate The product portfolio. TCML’s of the rest by-products formed plant MagadiMagadi (‘SAM’) stabilised the Soda Ash operation has turnaround. TCML for performance, be the lifeline continues to which production by ensuring on SAM will focus TCML Going forward, quality in higher volumes. consistent resulting and efficient operations Business Outlook for significant costs, high energy short-termDespite to challenges related is optimistic capacitydomestic and global the Company addition, remains The Company about the long-term prospects of this business. The its leadership position. and leverage strengthen to committed Risk through cost exposure actively manages its energy Company Management processes. at its The Indian grow continue to soda ash demand is expected to Most of next the years. over few of ~5% p.a. rate long-term growth be servicedexpected is to this demand growth in increase by planned capacity of new p.a. tonnes including ~0.5 million domestic capacity, coming online in FY 2018-19. with soda ash manufacturing positive remains TCNA The outlook for competitors, pricing from sold out. Aggressive remain continuing to US dollar can impact global capacity and strengthened increased continued efforts be and emphasis will TCNA’s domestic pricing. that pillar approach a three stabilise the cost base through to and Sustainable Harm, Operational Excellence encompasses Zero on sustaining and focus continues to The Company Growth. TCNA performanceThe safety at performance. its safety improving 2017 with significant in the calendar year significantly has improved 2 years. the previous in reportablereduction to incidents compared base of FY 2016-17 and build on the strong UK operations plan to strong it is up against increasingly that FY 2017-18, recognising material commodity raw headwinds of higher inflation, increased some extent, to salt competition on soda ash and, pricing and greater bicarbonate sales at the sodium increase The drive to product ranges. into will move TCEL will continue. and Lostock Winnington plants at and construction development a major project phase in FY 2018-19 of packing/logistics plant efficiency. including the areas and energy in favourable remain soda ash demand is expected to TCML, For will be defined by price and qualityFY 2018-19. Competitiveness TCML. market will determine gains for which means strategic mixes will be on markets focus with best returns. TCML’s the animal Development for and value added products New Product During salt business. TCML’s the industry for the main focus shall remain the fourth quarter on advertisements of FY 2017-18, investments in the high consumption areas local vernacular radio stations targeting salt in Fortified for volumes accelerate was done with an objective to the FY 2018-19. sector in Kenya, shall be driven by the Silicate Mining in CRS growth South Africa development and trading in the Middle East. Product for potential continues in this sector since CRS has demonstrated solid by-products produced at the site, but also produces several several also produces but site, at the produced by-products solid in acceptance customer quality of high grades with strong cement markets. its target performanceimproved an this business registered The cement an improved from benefitting both year the previous over year market related last year launched scenariosuccess of initiatives and in the connect and customer quality programs rigorous to focus of Gujarat. sales regions target Company’s Business Performance of strong another year India delivered Chemical Operations (‘ICO’) markedperformance by good environment business in a mixed in input increase on one hand along with significant demand growth The Company on the other. pressures costs and competitive energy with rigour leading to initiatives operational excellence its executed all functions. across cost optimisation significant of its the safety policy to related Harm” “Zero a targets The Company track- After demonstrating a good safety people and plant assets. first half of FY 2017-18, Mithapur in the 2 fatalities witnessed site record This has safety. road on-site to in the second half of FY 2017-18 related training and related safety on behavioural focus greater even led to RiskSafety Management of Process along with review programs performance. safety targeted ensure implementation to go beyond aims to On the sustainability the Company front, setting the industry to compliance requirements agenda in initiatives and local community engagement. the environment to related filtration 100% fly ash utilisation, withdrawal, water ground Zero and focused minimise solid waste and usage of soda ash solids to commitment TCL’s bio-diversity preservation indicate programs local community part As of the Company’s the environment. to a multitude of skill offer continues to development TCL engagement, and self-employment programs. generation on Chemicals India focus continued to Tata During the year, all key optimisation of throughput the prevailing within products all functions. across cost control operational constraints and achieved most of the for price better realisation coupled with marginally This, portfolio in line with market led to TCL conditions, key products in financial performance riseimproved in the energy significant despite and sale of production witnessed the highest ever year The costs. pharmaceutical TCL’s “Medikarb”, bicarbonate including the launch of of branded in share increase an overall along with bicarbonate, grade Otherbicarbonate. performance sales highlights included record shipped in ISO tankers with ~97% volumes and ~60% of bromine in line with the goal of soda ash. Finally, in bulk movement increase and ease of doing business; the proximity customer of increased welcomed a platform “ChemConnect”, has launched online Company enable seamless to by its channel customers and widely adopted processes. and related management of the sales ordering Chemicals North during increased sales volumes America (‘TCNA’) Tata in both Norththe year America export and markets as the reliability ash in soda demand for along with a strong of production returned the export markets. Export a sharp due to reduction in sales improved of the higher The impact on net revenue exports China in 2017. from partially pricing. sales mix and adverse by were sales volume offset (‘TCE’), was Europe Chemicals plant operation at Lostock Tata For with good throughout in May 2017, but operated by fire affected business had an energy The associated efficiencies thereafter. in January spare 2018, Turbine of a Gas loss despite outstanding year income and contributing very to generating strong outcome positive growth in diverse areas which include lead processing, tobacco, Potential risks for the UK operations would include a margin reduction silicate, disinfection, animal feed, compost treatment, jigger treatment, if sales prices do not offset increases in commodity raw materials and flu gas treatment amongst many others. an inability to pass on carbon emission tax rises. The Brunner Mond pension scheme will undertake the regular triennial valuation exercise Risks and Opportunities during 2018. The Company is working to address key opportunities and risks in the At TCML, the focus is largely centred on the growth of value added business environment in alignment with its growth strategy. products and successful penetration into new and emerging markets. In order to strengthen TCL’s leadership position in the growing Developing alternative sources of energy, utilisation of Lean Six Sigma domestic market, ICO is pursuing capacity expansion options for all the and Lean Manufacturing tools and techniques, continuous process key product lines at Mithapur subject to receipt of required statutory improvement and, enhanced global sourcing will help reduce costs clearances. This volume driven growth plan is being supplemented and improve efficiency. Attracting and retaining the right talent, by plans to address value-driven growth opportunities in select developing alternative employee welfare mechanisms are some of product lines like bicarb where the Company is focusing on scaling the other opportunities identified by TCML for the coming year. up of Medikarb volumes along with launching new high value grades. At TCML, some of the key risks include raw material (Trona) quality, The business is also leveraging digital platforms for enhanced ease affected by increased siltation in the northern part of the Lake Magadi, of doing business; building customer partnerships around themes of a deteriorating road infrastructure, political and environmental innovation and sustainability which continue to offer opportunities regulations, water scarcity and other environmental pressures. In for stronger customer connect. Finally, several projects around plant response, the Company continues to increase engagement with local and supply chain upgrade and automation are also expected to be and national stakeholders and supports concerted efforts, including executed in the coming year. technical collaboration with third parties, to mitigate these risks. ICO is also taking requisite measures to address the key risks to the Salt and Related Products business. Pressure on soda ash prices due to unfavourable demand- supply balance, higher energy costs and volatility in exchange rates Industry Structure and Developments are the most significant risks to the business performance. The India is the third largest salt producer after China and USA. The total Company continues to remain focused towards keeping fixed costs annual production of common salt in India, on an average, is about 28 low and controlling variable costs through securitisation of the key million tonnes^. Production of iodised salt is around 66 lakh tonnes. raw materials including fuel and limestone along with continuous Branded, packaged edible salt is about two thirds of the edible salt improvement programs to help mitigate the adverse impact of consumed and growing at 9% in FY 2017-18 (Nielsen). During the these risks. Adherence to more stringent environmental norms and year, monsoons were well distributed and edible salt supply and improving the safety performance in a sustainable manner are other demand remained steady throughout the year. key areas which the India Chemicals business plans to continue to focus on during FY 2018-19. The branded salt share of the market continues to increase due to awareness of better product quality, visible purity and iodine content. At TCNA, the focus is on the continuation of production stabilisation Specialty salts like rock salt and black salt have an increased presence started in FY 2016-17, cost reduction and business optimisation. in modern format stores. Business optimisation measures include Zero Based Budgeting project; targeting a reduction in non-manpower fixed costs, pursue ^Source: Salt Annual report 2016-17 - Salt Commissionerate, an alternative coal source to significantly reduce costs and risk, and Government of India (trailing 3 year average) investigation of future port and rail fleet strategy. TCNA has received a significant benefit from the US tax reforms with the continuation of Performance of Salt and Related Products the mining percentage depletion allowance, removal of Alternative Tata Salt continues to be the leader in the national branded salt Minimum Tax (‘AMT’) and a reduction of the corporate tax rate. segment. Tata Salt Lite continues to be the leading brand in the low Rigorous project management and continued engagement with all sodium salt segment and Tata Salt Crystal leads in the Crystal salt stakeholders are critical to managing risks in TCNA. TCNA faces the segment. Salt sales volumes have grown by 3.5% p.a. since FY 2014-15 impact of new tonnes from expansion and greenfield production primarily driven by the flagship brand Tata Salt which has grown by of low cost Turkish natural soda ash entering the market through 5.2% p.a. FY 2018-19 as well as an increase in domestic competition due to Tata Salt reaches 1.8 million retail outlets across India. This has been aggressive pricing from competitors for market share as export tonnes achieved through driving supply chain efficiencies and enhanced use are realigned. Tightening regulatory and environmental legislation of IT and analytics, along with a thrust on distribution and branding. means that the Direct Sorbent Injection (‘DSI’) Project (Environmental Compliance) will be operational in 2018 while the Company continues Constant brand building efforts through enhancing visibility at retail, to focus on the management of waste. consumer activations and support through both traditional and digital media, have helped strengthen the Tata Salt brand amongst In the UK, there is a strong investment pipeline of projects in both salt consumers. The Company moved towards building a stronger narrative and sodium bicarbonate/soda ash/energy driving towards increasing on health, with the “Sawaal kijiiye apne namak se” campaign, bringing cost competitiveness and customer service. These projects will start forth the evaluation criteria for better-quality salt and establishing the to be implemented in FY 2018-19 with others completing major superiority of Tata Salt through easy-to-understand demonstrations. pre-construction milestones ahead of FY 2019-20. Growth in sales The Company also reached out to consumers through various tactical opportunities in Asia in sodium bicarbonate/salt will continue to bear campaigns like “Mithapur express” and “Sehat ka Charger”. fruit as a result of dedicated projects.
96 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 97 2,000 crore and 2,000 crore ` Management Discussion and Analysis 1,800 crores and is expected to grow 8-9% a year. 8-9% a year. grow and is expected to 1,800 crores ` is expected to grow 11-13% a year, whereas the Micronutrients whereas 11-13% a year, grow is expectedto market is worth Bio Stimulants and of the Rallis in some of the segments operates nutrients. Micronutrients business categories of the plant growth drive the demand fruits and vegetables pulses, chillies, paddy, Cotton, nutrients in India. plant growth for impact out of GST had a transient adverse on Demonetisation and roll the business in the initial months of FY 2017-18. security food and enhanced production provide the need to Given Rallis farmers, embarked has for value along with creating on end-to-end solutions - Rallis agri Samrudh Krishi® (‘RSK’) drive to RSK brings the farmers technology to latest the farm productivity. farm productivity increase to and practices while with a roadmap RSK,Through Rallis nurturing the environment. and protecting safety the - for the Company as for farmers as well value for create aims to whereas quality costs, better and lower higher yield, through farmer, of in share and increase higher revenues through the Company, for wallet. farmers’ analysis of Rallis and predictive farmers with information provides attack of diseases conditions, soil moisture yields, health, crop crop Drishti. Drishti initiative, its digital through forecast and weather the is an ambitious and futuristic increase project that aims to of farmers in tacklingpreparedness farming adverse conditions by Initiative information. Drishti them hyper-customised is still providing in helping but holds a promise at a nascent stage of development, Samadhan is a mobile farm productivityfarmers improve in a big way. and mandi prices, weather live which provides farmers, to app offered direct access to (PoPs), of Practices and dynamic Package customised to groups and allows farmers’ resolution problem helpline for Rallis’ the platforms, use of the digital enable larger To experiences. share 14 dedicated are There languages. services in 12 regional available are Rallis queries. handle customer also uses Sampark,points to a mobile field force. the frontline app for the Government’s commitment to doubling farmers’ income by the income by farmers’ doubling to commitment the Government’s irrigation penetration of efficient facilities and the 2022, growing year popularityreduce help schemes may insurance increasing of crop and supportfarm industrydistress agrochem the grow. to In and gained FY 2017-18, Rallis in volume reported higher growth Cotton and in Paddy market with increases in key share segments, new Rallis five introduced During the year, in the domestic business. cotton market,products in the domestic paddy, catering mainly to its expanded The Company areas. crop and fruits and vegetables policy its credit distributor network substantially and also reviewed the established set of risk on without compromising distributors, for management principles. shiftsSignificant in the farm has on higher yields practices and a focus seeds industrybeen leading the global path of rapid growth. on the report,an IMARC to the global seed industryAccording is likely to value of its current 86 billion by 2023, from US$ a value of over reach US$ 62.1 billion. India is the fifth seed market. India’s largest At present, seed marketorganised is worth US$ 3.6 billion which is expected to and vegetables maize paddy, US$ 8 billion by 2023. Cotton, to grow enhanced seeds in India. commercially drive the demand for Satisfactorystable demand but Government monsoon ensured the end of interventions experienced towards Indian in some states, the seed industry. for posed some challenges the fiscal, Bio Stimulants market organised is worth India’s 925 905 868 (‘000 MT) TATA SALT VOLUMES SALT TATA FY 2017-18 FY 2016-17 FY 2015-16 16,800 crore p.a. Per hectare consumption of agrochemicals is hectare consumption of agrochemicals Per p.a. 16,800 crore OTHER AGRI INPUTS AGRI OTHER Rallis India received El-Niño the impactfurther, As of strong receded in 2017, though the year the second consecutive normal rainfall for uneven, and spatial distributiontemporal of the rainfall remained rain experienced deficient Due to August in cropping. affecting parts in many 215 districtsand September around of the country, (one-third on all-India Most situation. experienced a rain distress level) Madhya farming such as Uttar in the top States Pradesh, of these were and Haryana. Punjab Pradesh, India is likely per the second advanced estimate, see a record As to the second 2017-18, for year in the crop grains output of food 2016-17, year the crop for final estimate The year. consecutive 275.1 production jumped 9.4% to grain food that India’s showed in 251.6 million tonnes 2016-17 from year in the crop million tonnes India the high base effect, 2015-16. Despite is likely witness food to year the crop in 277.5 million tonnes production advancing to grains basis. Y-o-Y 0.9% on of 2017-18, an increase the Economic by as noted years, back bumper crop back to Due to prices due to crops Survey many for declined 2017-18, farm revenues (‘Minimum Supportfalling below MSPs Prices’). industry of the Indian protection The size crop is approximately ` among major economies of the world. one of the lowest under 1 Kg, industry protection crop classified primarily can be four into India’s herbicides and bio-pesticides. insecticides, fungicides, segments; While insecticides a higher proportion, constitute and fungicides of the Indian care segments crop growing the fastest herbicides are industry. industry protection crop faced a difficult In FY 2017-18, India’s situation. Raw material prices skyrocketed rising due to crude oil the shut-down supply constraints emanating from Further, prices. in China on pollution concerns of industries materials supplying raw industry. agrochem India’s manufacturers affected the agrochem to an over-supply in FY 2016-17 due to crops in many realisations Lower in turn, farmsituation and softening of prices incomes; this, affected spending ability forward, in FY 2017-18. Going influenced farmers’ As the brand continues to grow, a number of products designed of products a number designed grow, to continues the brand As the been added to have of the consumer specific needs to cater to Sprinklers. and Salt Plus Tata Salt Lite, Tata like years, portfolio in recent for format launched the powdered InCompany FY 2017-18, the in the market. already the Rock Salt crushers addition to Rock Salt in In keeping the piloted sustainability with its priorities, the Company Delhi Salt in during year. the Tata recyclable packaging for opportunities, outlook,The details of business risks threats, and with other covered products are concerns of salt and related ‘Others’. consumer product portfolio the head under In 2017, global crop protection industry was valued at US$ 61 billion, Pakoda Mix exclusively with Star Bazaar and Amazon in select cities. with the industry growing by just 1.7% globally on a Y-o-Y basis. The Company also piloted a Tata Sampann range of organic pulses Owing to extreme climatic changes, soft agri-commodity prices and exclusively with Star Bazaar and Amazon. The products have received rising raw material prices posed a significant challenge to the growth encouraging response from customers and retail partners. of crop protection industry worldwide. While weather conditions in Spices the NAFTA region improved, those in Africa and Australia deteriorated. Soft commodity prices prevailed throughout the review period and The Company added three new variants – Chat Masala, Pav Bhaji wide currency fluctuations with a downward bias did not help either. Masala and Sambhar Masala to the portfolio for Tata Sampann Spices during the year, with the product launches receiving encouraging Despite these adversities, Rallis managed to grow its international response from trade as well as consumers. The business has created revenues by 9%. It launched five products in the exports markets in a benchmark by providing products with assured international Malaysia, Thailand, Myanmar and Nigeria. Good progress has been quality markers like Curcumin and Capsaicin. Sourced from regions recorded in Alliance business through several registrations gained where climate and terrain benefit its natural flavour, Tata Sampann during the financial year. spices retain their naturally available volatile oils, giving fuller aroma OTHERS and taste. The blended masalas are developed with pure, fresh and authentic ingredients, have recipes made by Chef Sanjeev Kapoor Industry Structure and Developments and come in a unique 5-in-1 pack. The Company continued with Pulses and Related Products the campaigns like “Aaj ka masaledar sach” and “Sampann Surprise” to create awareness and establish the superiority of the product. The Tata Sampann is the only national brand in a pulses market dominated Company also aligned its go-to-market model for spices to ensure by loose dal which comprise more than 99% of the market. Pulses better reach and availability of the product across key cities. production in India saw a spike of about 20% over the last three year average. This resulted in low prices throughout the year. The Government has continued to purchase surplus production, restrict NUMBER OF PRODUCTS IN CONSUMER PORTFOLIO imports and open up exports of certain varieties of pulses. The besan market is estimated to be ` 23,000 crore, again dominated FY 2017-18 32 10 by unbranded besan. The Company has continued to focus on protein FY 2016-17 29 delivery through pilot launches in various pulses based platforms like FY 2015-16 27 multigrain chilla mix, moong dal chilla mix and organic pulses. Spices Number of Products in Consumer Portfolio The spices industry is highly fragmented and regional in nature with New Products in Pilot Stage the consumer taste palate changing across regions. Tata Sampann range of spices aims to set benchmarks through its superior Outlook for Business product quality and differentiation by not using ‘Spent’ ingredients. The outlook for the business continues to be positive as the Company Additionally, the Company is creating and offering products catering continues to focus on distribution expansion, brand building to regional tastes. The Company’s value proposition for spices initiatives and strengthening of supply chain. The Company has includes unique packaging in multiple sachets for maintaining the identified opportunities around salt and related products, new to freshness and guaranteeing a high percentage of active ingredients market offerings in foods, new packaging formats and tapping unmet like Curcumin and Capsaicin for the Pure spice offerings. consumer health needs. While the salt business continues to be the mainstay in terms of revenue generation, the growing foods portfolio Product-wise Business Performance is expected to contribute significantly to the overall business by the Pulses and Related Products end of FY 2019-20. In terms of reach, the business intends to expand its retail footprint to 25 lakh outlets by FY 2019-20. This is being done In FY 2017-18, Tata Sampann focused on increasing its presence in through greater use of small SKUs, along with new go-to-market the top modern format stores with its range of pulses and besan models. In addition to the growing retail network, the business is while strengthening the sourcing, packing and supply chain model also focused on Modern Trade and non-traditional channels such as for improved efficiencies. Regional packing centres were established e-commerce, to ensure availability at a multitude of consumer touch leading to improved freshness in market and better ability to respond points. Going forward, the Tata Sampann brand is looking at building to fluctuations in the market prices. a robust value added product portfolio pipeline to deliver higher contribution products. SHARE OF MODERN TRADE IN PULSES/BESAN VOLUMES (%) Opportunities and Threats The business has vast opportunities in the foods market, scope to FY 2017-18 9.0 scale up new variants of salt and is preparing to address opportunities FY 2016-17 2.6 offered by new consumer needs on the back of its robust supply chain FY 2015-16 2.4 and distribution network. Premium product offerings and new go-to- market models are being explored to develop strengths in modern format stores and alternate distribution channels. In the value added segment, the Company pilot launched Tata The Tata Salt franchise is being leveraged in select international Sampann Khichdi Mix, Moong Dal Chilla Mix, Multigrain Chilla Mix and markets.
98 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 99 in crore in crore in crore in crore in crore Change Change Change Change Change ` ` ` ` ` Change % Change % Change % Change % Change % 2017 2017 2017 2017 2017 31 March, 31 March, 31 March, 31 March, 31 March, 31 March, Year ended Year 31 March, 31 March, Year ended Year 31 March, 31 March, Year ended Year Year ended Year Year ended Year 3,466 3,607 (141) (4) 2018 2018 2018 2018 2018 31 March, 31 March, 31 March, 31 March, 31 March, 31 March, 31 March, 31 March, 31 March, 31 March, Management Discussion and Analysis Particulars and fuelPower ended Year 474 378 96 25 ParticularsOtherincome ended Year Particulars 194 of materials consumedCost 177 17 ended Year 531 10 480Particulars 51 of stock-in-tradePurchases 11 ended Year 219 449 (230) (51) Particulars operations from Revenue duty on sale of Excise Less: goods ended Year 3,524 operations from Revenue (net) 3,837 (313) (8) (58) (230) 172 (75) ANALYSIS OF FINANCIAL PERFORMANCE FINANCIAL OF ANALYSIS The increase in power and fuel cost is mainly due to coal and pet coke and fuel cost is mainly due to in power The increase price increase. Other Gain mainly due to on sale/redemption income has increased of investments. 3. consumed: of materials Cost materials input costs of raw increase of materials is higher due to Cost comprising of coke, coal and anthracite. 4. of stock-in-trade: Purchases pulse business mainly due to decreased of stock-in-trade Purchases of supply chain management. reconfiguration towards 5. and fuel: Power Standalone performance for the year ended 31 March, 2018 31 March, ended the year performanceStandalone for Continuing operations – Loss and of Profit Statement 1. (net): operations from Revenue of volumes lower due to operations (net) decreased from Revenue of pulses. realisation lower as spices as well soda ash, salt, pulses and income: 2. Other 270 crore, the construction of our world-class per 5,000 tonnes 270 crore, ` FERTILISER BUSINESS (DISCONTINUED OPERATIONS) FERTILISER (DISCONTINUED BUSINESS business Fertiliser and Customised Urea its divested The Company India 12 January, effective Yara to at Babrala, Uttarsituated Pradesh a into also entered the Company under review, 2018. During the year Limited Private with IRC Agrochemicals Agreement Transfer Business Trading business and the Fertilisers the sale of its Phosphatic for Bengal subject certain to West regulatory at Haldia, business situated not include does In the MDA view of the same, and other approvals. business. an analysis of the Fertiliser Nutritional Solutions which began with an idea in of Nutritional Solutions, The growth work scientists which, after intensive of passionate our lab by a team a plant into is now transformed years and effort the last four over Nellore in Mambattu, Chennai and investments in Sriperumbudur, [Short manufacturing chain Fructo-oligosaccharidefor of Prebiotics driven by and Galacto-oligosaccharideThe business, (‘FOS’) (‘GOS’)]. become a to engagements, and customer science understanding variousleading nutritional of human dimensions innovation across provide The Nutritional to is motivated Solutions business health. of our customers in the quality of life improvement a significant solutions. innovative through technology, knowledge food fermentation, in at-scale TCL’s Leveraging the Company’s and biogenomics, biotechnology material sciences, in the field of gut microbiota multiple end segments to cater offerings health solutions. modulation and customised in terms of investments year milestone another FY 2017-18 was yet capital outlay a committed With in infrastructure and capabilities. of is Andhra Pradesh annum manufacturing Nellore, plant at Mambattu, The business has built capabilities in IPR clinical studies, on schedule. partnership, customer complex product conceptualisation through data models. and gut microbiome technologies fermentation and the plant stable Operations at Sriperumbudur remained higher producing supported demand by customer the increased at execution of FOS. Project grades multiple quantities across performed is underwayNellore ceremony with ground-breaking remain While sales of FOS and GOS continue to 2017. in November wide also found offerings product buoyant, our newly introduced and beverages, in food various segments customer acceptance across pharmaceuticalsinfant nutrition, and animal nutrition. nutraceuticals, sold in India 600+ to of products were of 1,700 tonnes total A gross support the upcoming expansion, the To 105 cities. across customers of setting up of an international distribution business is in the process selectnetwork markets. for Differentiated product offerings and targeted communication is communication targeted and offerings product Differentiated and segment the unbranded from the threat address to being used and local brands. regional from Risksand Concerns changes risks mitigate from place to has put policies in The business There which might limit realisations. in the regulatory environment efforts efficiencies in the exploit to continuous improvement are risingsupply chain network mitigate of labour and fuel. costs to 6. Freight and forwarding charges: 4. Loans, other financial assets, advance tax assets and other ` in crore assets: Particulars Year ended Year ended Change % ` in crore 31 March, 31 March, Change 2018 2017 Particulars As at As at Change % Freight and forwarding 31 March, 31 March, Change charges 397 404 (7) (2) 2018 2017 Loans 2 2 - - Freight and forwarding charges have decreased due to lower sales Other financial assets 77 49 28 57 volumes of pulses and salt as well as lower cost of dispatch for free Advance tax assets (net) 421 431 (10) (2) flowing salt. Other assets 247 199 48 24 7. Finance costs: Discontinued operations 52 42 10 24 Total 799 723 76 11 ` in crore Increase in other financial assets is due to Gratuity fund receivable Particulars Year ended Year ended Change % from Trusts on account of sale of Urea business. 31 March, 31 March, Change 2018 2017 Increase in Other assets is mainly due to statutory receivables (GST Finance costs 87 101 (14) (14) pending settlement). Finance costs decreased due to repayment of loan and reduced 5. Cash flow: working capital borrowings. Net cash flow from operating activities: The net cash from operating Balance Sheet Analysis activities is ` 836 crore during FY 2017-18 as compared to ` 2,393 Standalone Statement of Balance Sheet crore during FY 2016-17. The cash operating profit before working capital changes and direct taxes during FY 2017-18 is ` 1,510 crore as 1. Investments: compared to ` 1,437 crore during FY 2016-17. The change in working ` in crore capital, during the financial year, is mainly due to decrease in trade Particulars As at As at Change % receivables and inventories. 31 March, 31 March, Change 2018 2017 Net Cash flow from investing activities: The net cash inflow from Investments in equity investing activities amounted to ` 2,866 crore in FY 2017-18 as against instruments in subsidiaries 2,878 2,878 - - outflow of ` 152 crore in FY 2016-17. The inflow in FY 2017-18 is mainly on account of sale and transfer of its Urea and Customised Fertilisers Investment in joint venture 166 166 - - Investment in preference Business to Yara India. shares in subsidiaries 978 973 5 1 Net Cash flow from financing activities: The net cash outflow from Investment in other financing activities is ` 1,496 crore during FY 2017-18 as compared to companies 2,367 2,231 136 6 outflow of ` 1,731 crore during FY 2016-17. The outflow in FY 2017-18 Total Investment 6,389 6,248 141 2 is mainly due to repayment of borrowings. Increase in the value of investments in other companies is mainly due 6. Net borrowings/(Cash): to changes in fair value of such investments and sale of Tata Global Beverages Limited shares. ` in crore 2. Inventories: Particulars As at As at Change % ` in crore 31 March, 31 March, Change 2018 2017 Particulars As at As at Change % 31 March, 31 March, Change Non-current Borrowings 681 1,088 (407) (37) 2018 2017 Current Borrowings 1 523 (522) (100) Continuing operations 451 612 (161) (26) Current maturities of Discontinued operations 150 127 23 18 non-current borrowings Total Inventories 601 739 (138) (19) and finance lease obligations 415 430 (15) (3) Inventories decrease mainly due to reduction in stock of traded goods. Discontinued operations 310 371 (61) (16) 3. Trade receivables: Total Borrowings 1,407 2,412 (1,005) (42) ` in crore Less: Cash and Cash Particulars As at As at Change % equivalent (including 31 March, 31 March, Change other Bank balances) 3,769 1,112 2,657 239 2018 2017 Discontinued operations 1 - 1 100 Continuing operations 140 1,032 (892) (86) Net Borrowings/(Cash) (2,363) 1,300 (3,663) (282) Discontinued operations 808 834 (26) (3) Total Trade receivables 948 1,866 (918) (49) The Net borrowings decreased mainly due to repayment of Trade receivables decrease mainly due to the sale and transfer of its borrowings and cash receipt on account of sale and transfer of its Urea and Customised Fertilisers Business to Yara India and collections Urea and Customised Fertilisers Business to Yara India. from debtors.
100 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 101 in crore in crore in crore in crore Change Change Change Change ` ` ` ` Change % Change % Change % Change % 2017 2017 2017 2017 31 March, 31 March, 31 March, 31 March, 31 March, 31 March, 31 March, 31 March, Year ended Year Year ended Year Year ended Year Year ended Year 326 297 29 10 2,098 2,336 (238) (10) 1,579 1,530 49 3 1,273 1,163 110 9 2018 2018 2018 2018 31 March, 31 March, 31 March, 31 March, 31 March, 31 March, 31 March, 31 March, Management Discussion and Analysis TCLHFUKTCNARallisOthers and EliminationsTotal 16 665 418 (19) 796 772 203 454 35 822 (107) (184) (36) 307 (26) (14) (104) (8) (3) (34) Entity ended Year EntityTCLHFUKTCNARallis ended Year Others and EliminationsTotal 14 87 121 100 14 101 4 69 103 - (14) 52 10 (3) (14) - 75 (3) (6) (60) EntityTCLHFUKTCNARallis ended Year Total 474 455 290 378 54 457 287 96 (2) 41 3 25 - 13 1 32 Total EntityTCLHFUKTCNARallis ended Year 397 236 873 404 73 219 853 (7) 17 54 20 (2) 8 19 2 35 Freight and forwarding charges increased at HFUK and TCNA primarily TCNA at HFUK and increased and forwarding charges Freight GBP and by depreciating and price higher volume mix, offset due to against INR. rates USD exchange costs: 6. Finance year previous to gain as compared MTM lower Increase in HFUK due to of loan. and amortisation on account of refinancing fees of upfront of loan and reduced and Rallis repayment due to lower TCNA TCL, working capital borrowings. expenses: 7. Other Power and fuel increased primarily in India, HFUK and TCNA on TCNA primarily and fuel increased in India, HFUK and Power GBP and USD by depreciating fuel cost, offset account higher input against INR. rates exchange 5. charges: and forwarding Freight 4. and fuel: Power in crore in crore in crore Change Change Change ` ` ` Change % Change % Change % 2017 2017 2017 31 March, 31 March, 31 March, 31 March, 31 March, 31 March, Year ended Year Year ended Year Year ended Year 469 619 (150) (24) 3,524 3,837 (313) (8) 1,391 1,342 49 4 10,345 10,681 (336) (3) 2018 2018 2018 31 March, 31 March, 31 March, 31 March, 31 March, 31 March, well as HFUK and depreciating USD and GBP exchange rates rates USD and GBP exchange as HFUK and depreciating well against INR. Total TCLHFUKTCNARallisOthers and Eliminations (302) (353) 219 332 18 51 202 449 391 (14) (230) 22 (59) 110 (51) (15) (4) 92 (18) 84 Entity ended Year Revenue from operations operations from Revenue (net) 10,269 10,346 (77) (1) Total duty Excise Less: (76) (335) 259 (77) Tata Chemicals Limited - Chemicals Limited Tata (‘TCL’) - Homefield Pvt UK Limited (‘HFUK’)Group Chemicals North Tata America Inc (‘TCNA’)Rallis India (‘Rallis’) Limited Others and Eliminations 1,809 2,124 3,257 (369) 1,768 2,205 3,242 (371) 41 (81) 15 2 (4) 2 - 1 Entity ended Year Total TCLHFUKRallisOthers and Eliminations (82) (31) 531 112 (51) 830 480 154 165 739 51 (42) 91 (27) 11 12 Entity ended Year Purchases of stock-in-trade decreased primarily decreased in India account on of stock-in-trade Purchases of supply chain and HFUK reconfiguration of pulse business towards against INR. rates GBP exchange depreciating due to Cost of materials consumed increased primarily of materials consumed increased agri at RallisCost for higher volumes. business due to 3. of stock-in-trade: Purchases b. b. Rallis: Higher products. of agri volumes 2. consumed: of materials Cost Revenue from operations (net) has decreased primarily : (net) has decreased operations due to from Revenue a. India from of soda ash as volumes Inorganic Chemicals: Lower Consolidated Statement of Profit and Loss - Continuing - Loss and of Profit Statement Consolidated operations 1. (net): operations from Revenue Consolidated performance for the year ended 31 March, 2018 March, ended 31 the year performance for Consolidated Other expenses represent the following: INNOVATION AND TECHNOLOGY ` in crore Innovation Centre (‘IC’) Entity Year ended Year ended Change % The Company established IC to undertake research in applied 31 March, 31 March, Change 2018 2017 sciences with a view to seeding new businesses and supporting Changes in inventories of existing businesses with innovation. Presently, IC has total 81 active finished goods, work-in- patents out of which 19 have been granted. In FY 2017-18, IC filed 11 progress and stock-in- new patent applications in various work areas. trade (104) 113 (217) (192) Stores and spares 271 250 21 8 The IC continues to work with TCL business units in the nutritional consumed solutions, chemicals and consumer products; other Tata companies, Packing materials 334 332 2 1 as well as carries out its own research and development activities. consumed Repairs 356 395 (39) (10) During the year, IC has developed significant additional capability in Rent 154 163 (9) (6) Food Science and Technology. The R&D efforts in this area have led to Royalty, rates and taxes 347 322 25 8 the development of innovative consumer products: pulse based mixes Sales promotion expenses 160 194 (34) (18) (chilla mixes) and multi-grain khichdi which deliver convenience and Others(*) 580 567 13 2 nutrition. The innovation centre also supported the TCL business in Total 2,098 2,336 (238) (10) developing the technology for manufacture of pharmaceutical grade sodium bicarbonate. (*) – Others include insurance charges, Distributor’s service charges, professional fees, foreign exchange loss, travelling expense, provision Digitalisation & Information Technology (D&IT) for doubtful debts and advances, directors’ fees/commission and The Company’s IT infrastructure is continuously reviewed and renewed other expenses. in line with business requirements and technology improvements. The The other expenses have decreased primarily due to: Company has implemented common Enterprise Resource Planning a. Movement in changes in inventories of finished goods, work-in- (‘ERP’) system across all its wholly owned operating subsidiaries. progress and stock-in-trade is primarily on account of increase in During the year, the Company’s systems and infrastructure were stock levels of agri business. augmented and modified to seamlessly support new requirements b. Repair expenses lower at HFUK and TCNA. such as GST and portfolio realignments. c. Sales promotion expenses lower at TCL India. Various digitisation initiatives are taken by the Company to focus on improving efficiency, enhancing stickiness with customers and d. Others mainly due to lower travelling expenditure, professional having better analytics to make informed decisions. A Customer fee, foreign exchange loss and depreciating USD and GBP exchange rates against INR. Relationship Management (‘CRM’) and Distributor Management System (‘DMS’) were implemented for chemicals business to Total Debt and Amortisation schedule enhance customer experience and similar systems are now being implemented in the consumer business. The Company has also 7,000 Repayment schedule of existing debt implemented procurement and spend management systems which 6,418 ` Crore 6,000 have allowed successful collaboration with supply chain participants, for businesses in India. The same solutions are now being extended 5,000 to other geographies globally. 4,000
Subsidiaries New age systems to enable the next level of digitalisation are being 3,000 2,561 TCL Standalone implemented in operations. As a part of this drive, the Company is 2,000 1,555 adding digital tools at Mithapur plant and leveraging analytics for finer 1,126 1,114 1,000 control. Remote sensing and Artificial Intelligence (‘AI’) applications 59 - are being explored across operations to improve predictability and Mar'18 FY19 FY20 FY21 FY22 FY23 Gross Debt Repayments efficiency. In new facilities being set up, state-of-the-art control systems are being installed to meet global customer standards from Note: start of production. 1. Gross debt of ` 6,418 crore includes ` 450 crore of working Enhancements of the business intelligence platform with visual capital loans and ` 83 crore of revolver facility. analytics tools to support business decision making is also underway. 2. The repayment schedule for term loans has been prepared Digital is playing an increasing role in the Company, with more mobile considering the existing repayment terms. Some of these applications delivering better experiences across the value chain and loans/facilities may be refinanced, in full or in part, from time to through larger usage of market and operational data to provide better time in future depending on the requirement and the business analytics. plans.
102 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 103 Management Discussion and Analysis SAFETY AND HEALTH Harm to Zero Harm People, to - Zero Harm” Zero “Target Driven by is one of the core ‘Safety’ Harm Environment, to and Zero Asset the to commitment is an unwavering There Chemicals. Tata values at performance. safety of the organisation’s continuous improvement Benchmarking the business, best in with the companies that are world-class continuously employing to is committed the Company (‘SHE’) practices. Health and Environment Safety, has the Company and sustainability, on safety focus an exclusive For This and Sustainability Committee. CSR, Safety (‘CSS’) level a Board valuable direction and guidance to provides of the Board Committee and Sustainability that Safety implications the Management ensure to audit budgets, initiatives, in all new strategic duly addressed are reports and review They also monitor plans. actions and improvement monthly and quarterly on SHE performance including policy and legal Officer has direct & Project Engineering The Chief Safety, compliances. Risk The Board-level the Chairmanaccess to of the CSS Committee. on mitigation the progress also monitors Management Committee with keyplans associated risks. safety and defining a definite plays also TCL The senior leadership at an and creating safety in affirming attitudes towards positive role SHE policy Corporate is the The Company’s enabling environment. with the subsidiaries fine-tuning policy, with align overarching it to of The health and safety the local regulatory directorates. and safety the right capabilities and acquire the competitive edge in a tough in a tough edge the competitive the right acquire and capabilities business environment. Engagement Employee nurturing times, and that in today’s believes The Company The HR is a crucial imperative. engagement employee strengthening has worked on multiple drivers of engagement function, therefore, people understand their own helping managers right from work management style in improving critical so that they can play role The HR function also enhanced employee has engagement. group package reviewed of benefits apart process, many on-boarding from and connected valued feel to enable employees to localised initiatives with the organisation. locations of the Company’s many visited team The senior leadership share and to levels across periodically interact with employees to also as to as well areas plans and focus on the Company’s information Monthly their concerns. business or address understand their views as quarterly as well the LEAP Post also sent out through are updates the senior leadership. by is addressed communication employee of harmonious track record has had an excellent The Company of mutual trust and built on the foundations industrial relations co-operation which has helped sustain productivity levels. the and share partner is a workforce in its progress The Company’s is The Company contributing their best. growth, common vision for the future. for ready voluntaryThe overall FY 2017-18 was 9.5%. attrition for rate Rallis 2018, excluding as on 31 March, and Manpower strength India,in North 551 TCL 2,327 in across Metahelix, was 3,528 spread 251 in Magadi, 11 in South AfricaAmerica, and 3 in 385 in Europe, Singapore. From a Human Capital perspective, FY 2017-18 was a very FY 2017-18 was Capital perspective, a Human eventful From agri-business the regulated from initiating the exit TCL which saw year of the businesses in the emerging same time investing and at the future. of Fertiliser - divestment Some key were highlights of the year project in field commencement of work on a green Business, Agreement Transfer Business entering into Nutritional Solutions, Consumer in of a Silica Unit, launch of new products acquisition for India of offices in relocation and NorthBusiness, America, plans for capacity in Mithapur augmentation as acquiring as well deeper and wider skills support to in the Innovation plans. Centre the growth working a keyThe HR function in all these initiatives has played role teams. closely with the leadership agenda, the HR function on the transformation remains Continuing the key viz. restructuring business thrust areas on reinforcing focused attracting required competitive, remain costs to and people related skills, nurturing building the leadership pipeline engagement levels, and enhancing the skills future. the and capabilities needed for Restructuring Building and Capacity the business restructuring implemented and shift in the Company As opportunities crafting this also provided redefining/ for focus, strategic – SHINE+ internal job posting program The Company’s new roles. career during 5 years this period provide which completed helped to dealing with redundancies opportunities internal candidates, many to costs. employee overall arising and control out of the divestment niche skills for and domain experts been The requirement have of Food hiring selectivelateral – especially in the areas fulfilled through Materials Digitisation, Wellness, Nutrition & Technology, Science & back went the Company This year, plans. TCL’s help deliver Sciences to graduates engineering of fresh a batch bring to campus on board to in various meet its talent needs in the coming years. disciplines to Skills Building Capability and has all employees for capabilities Developing and strengthening gone by. in the year priority an ongoing the Company remained for on internal talent and nurture through them invests The Company of continuous learning thereby and development, the culture the This year, leaders. future creating building capabilities for providing Connect’ ‘Leadership started Company a new initiative interactions between the Board focused yet informal for a platform This was seen as an enriching and identified keyof Directors talent. to also continued TCL the participants.and insightful experience for ‘SpringBoard’, like capability deploy its regular building programmes (‘MDP’), Operator Management Development Programme needs address to etc. Training, Sales programmes, development is At the manufacturing the Company locations, of specific groups. skill related gaps at handle retirement also planning in advance to by inducting talent and providing level fresh line operator the front fully them with a detailed multi-skilled that they are ensure training to also has a The Company on the job. being deployed trained before encourage to education assistance and sabbatical leave policy offer to furthering takeemployees up courses for their knowledge and skills believes The Company further to stone growth. as a stepping career that its collective have efforts & Development will help to in Learning HUMAN CAPITAL HUMAN people is of utmost importance to TCL and the Company is keen to understand sustainability aspects of the various stages of our value address any risk that could pose a threat to a safe and healthy work chain and increase stakeholder engagement to identify opportunities environment. To ensure steady improvement in the SHE performance, that meet ‘essential needs’ relating to economic, environmental and the Company has adopted voluntary standards such as Tata Safety & social aspects. While we are driven by our mission, ‘Serving Society Health Management System, OHSAS 18001, Responsible Care and the through Science’, our unwavering commitment to be an innovative, British Safety Council guidelines. sustainable organisation and to empower our communities, pushes us to think of new ways to achieve the balance between our social, The Company’s approach to safety is cohesive and integrates environmental and economic goals. The Company has a dedicated individual and group values, attitudes, competencies and patterns corporate sustainability department that works closely with of behaviour. As an organisation, the Company’s commitment businesses and facilitates incorporation of key processes within the towards its safety management programs follows a top-down Company. The Company uses various frameworks to help in this approach, with the senior management persistently working towards journey. These include ISO 14001, OHSAS 18001, GRI framework, establishing, demonstrating, sustaining and improving the safety Carbon Disclosure, UNGC, etc. and we work on disclosures across these culture and incorporating the Company’s core value of safety in their frameworks. Aligned with the UN Global Sustainable Development daily responsibilities. The Company places the collective ownership goals, the Company is working on further reducing our water and of safety and demands excellence and accountability from every carbon footprints, managing waste and increasing the reach and individual. The workforce is actively involved in promoting safety and impact of our community development initiative especially in the a conscious effort is made to keep them engaged. Cross-functional neighbourhoods of all manufacturing plants. teams, joint management-workmen committees headed by Senior Management are formed at the site level that work with focused Integrated Report agenda across occupational health and safety areas, safety best In accordance with the International Integrated Reporting Council practices, risk control, etc. A stronger individual commitment to safety (IIRC) Framework, Tata Chemicals has included an Integrated Report is also built by linking variable pay/incentive to the safety record of
104 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 105 Management Discussion and Analysis RISK MANAGEMENT FRAMEWORK RISK MANAGEMENT Enterprise TCL’s section discusses variousThe following dimensions of outlined in this section information The risk-related Risk Management. The discussion purposes only. information is for and is not exhaustive be forward looking which may contain statements, in nature. may business model is subject uncertainties to that could The Company’s in the those reflected materially from differ cause actual to results forward looking statements. Overview Risk Management and Internal functions Audit complement each minimise seeks to TCL Enterprise Risk Management at (‘ERM’) other. impactadverse on the business objectives and enhance stakeholder value. exercise a robust into has evolved the ERM process Over the years, and top-downentailing a balanced bottom-up covering all approach functionsunits, and departments and its subsidiaries. of the Company the over and matured framework has evolved The ERM process such as ISO 31000 and and is based on international standards years Commission Treadway of the of Sponsoring Organisations Committee the best practices from of leading with inputs drawn (‘COSO’) industries. companies across To have access to advance and cutting edge data analytical tools tools analytical edge data and cutting advance to access have To insights on industryalong with inputs and and technologies best has co-partnered Company practices, the engaged a reputed and second quarterexternal from firm FY 2017-18. Reviews of was ensured risk- conducted on an on-goingare based on a comprehensive basis, at the Committee by the Audit plan, which is approved based audit of the year. beginning quarterly meets on a Committee and discuss review The Audit basis to the various Internal of all agreed reports closure Audit and also review actions the audit plan. and compliance to in play to that every believes has a role employee The Company accountability assurance, in which controls, an environment fostering supplement To high importance. accorded are and ethical behaviour carried the Company the reviews out by the Internal teams, Audit (self- (‘CSA’) Self Assurance of Control system an elaborate follows includes The CSA coverage audit) which is carried out during the year. all critical departments in the organisation. and approach a good bottom-up provides The IT enabled CSA process the CEO/CFO certification under Regulation build up for as required Requirements) Disclosure 17(8) of the SEBI (Listing Obligations and of controls creation in awareness 2015, besides helping Regulations, This complements employees. of the Company a wide segment across during coverage a year. total the Internal ensure conducted to Audits 0.69 /tonnes produced) 2 0.40 Green House Gas emission intensity Emission intensity (tonnes CO Emission intensity (tonnes 2015-16 0.67 2017-18 2016-17 INTERNAL CONTROLS has an independent Internal DepartmentThe Company Audit with well-established both at the business risk management processes - Risk reportsThe Controller the to directly and corporate levels. which of Directors, of the Board Committee Chairman of the Audit independence. process ensures The scope and authoritythe Internal of Department Audit is Committee. Charter by the Audit the Audit derived from approved BUSINESS EXCELLENCE continually raise the bar to committed remains The Company Business Tata The on performance aspects in all the business. of Model (‘TBEM’)Excellence serves framework allows that as a pivotal its performance gain insights into to and establish the Company superior attaining business for initiatives continuous improvement The and maximising satisfaction the customers. results to and value aspectsTBEM framework comprises excellence: of business six core Measurement Focus, Customer Planning, Strategic Leadership, and Process Focus Workforce Analysis and Knowledge Management, which has its manufacturing a global organisation Management. For business with diverse continents, four across operations spread TBEM serves as a cultures, different from and employees segments The Company of excellence. establish a common standard to platform which provide TBEM assessments, level Group Tata participates in the the Company. for of focus and areas the strengths valuable inputs into and progress of excellence the culture strengthen to TCL This helps becoming a world class organisation. towards Carbon Disclosure Project (‘CDP’) Project Disclosure Carbon charity global disclosure the that facilitates CDP is a not-for-profit and helps and regions states cities, companies, investors, for system impacts. It environmental their has and report on manage them to on environmental leads an engagement that a system developed Its a thriving economy develop is to vision the world. issues across Chemicals has been Tata planet. both people and that works for supply chain. and CDP CDP water reporting change, on CDP climate evaluate but also helps to CDP not only helps in disclosure, Currently, This the performance performance based on predefined categories. achieve basis to Y-o-Y perform to helps the organisation on an better has maintained the performance Chemicals Tata goal. the desired year. same as previous as well, in CDP 17 “ B “ grade RISK MANAGEMENT: GOVERNANCE STRUCTURE The risk management framework works at various levels across the enterprise. The key roles and responsibilities regarding risk management in the Company are summarised as follows:
Board of Directors (’Board’) (I)
Risk Management Committee (’RMC’) of Board (II)
Risk Management Group (’RMG’) at Senior Management level (III)
RMG at Business Unit (’BU’)/ subsidiary level (IV)
Risk Owners (V)
Level Key roles and responsibilities
I. ʀ Reviewing and guiding risk policy of the Company ʀ Ensuring the integrity of the systems for risk management
II. ʀ Overseeing the Company’s risk management process and controls ʀ Setting strategic plans and objectives for risk management, risk philosophy and risk minimisation ʀ Reviewing compliance with policies implemented by the Company ʀ Reviewing risk assessment of the Company annually and exercising oversight of various risks including strategic risk, operational risks, market risk, etc. ʀ Oversight of the Company’s risk tolerance and risk appetite ʀ Report and update to the Board periodically on various matters it has considered
III. ʀ Identification and review of enterprise risks from time to time, initiating mitigation actions, identifying owners and reviewing progress ʀ Identification and review of risk appetite and risk trigger (at Enterprise Level) ʀ Implementation of Risk reduction strategies ʀ Formulating and deploying Risk Management Policy ʀ Deploying practices for identification, assessment, monitoring, mitigation and reporting of risks ʀ Providing updates to RMC from time to time on the enterprise risks and actions taken
IV. ʀ Reviewing respective BU/Subsidiary risks from time to time, initiating mitigation actions, identifying owners and reviewing progress ʀ Identification and review of risk appetite and risk trigger (at BU/Subsidiary Level) ʀ Implementation of risk reduction strategies ʀ Deploying Risk Management Policy ʀ Deploying practices for identification, assessment, monitoring, mitigation and reporting of risks ʀ Providing updates to RMG and RMC level from time to time on the respective SBU risks and actions taken
V. ʀ Responsible for developing and acting on risk mitigation plan ʀ Providing periodic updates to RMC on risks with mitigation plan
106 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements erseas 107 s. erence to the Company, its and regulations. – Risks due to inadequate – Risks inadequate due to – includes range of events that creates that creates events – includes range of – are those risks which are associated with associated risks those which are – are – This covers financial risksThis covers facing the – – includes the range of external – includes and events Management Discussion and Analysis Strategic Risk Strategic (like Government policy)trends impact that can adversely the trajectory growth stakeholder strategic and destroy Company’s value. RiskReputational between stakeholdera mismatch expectations and his/her performance those around about the Company’s perception expectations. Risk Operational operational uncertainties like in critical equipment, failure attrition, etc. Risk Regulatory and Compliance contractual and obligations compliance of regulations, intellectual property litigation and loss of to violations leading reputation. Risk Financial funding, planning, in terms of internal systems, organisation etc.
ʀ ʀ ʀ ʀ ʀ Risk Risk Operational Reputational Risk Strategic Risk Risk Financial Compliance Regulatory and markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and incidental factor Company’s operations include, among others, economic conditions affecting demand/supply, price conditions in the domestic and ov Actual results might differ substantially or materially from those expressed or implied. Important factors that could make a diff direct and indirect subsidiaries and its associates, may be‘forward looking statements’ within the meaning of applicable laws CautionaryStatement Statements in the Management Discussion and Analysis describing the objectives, projections, estimates and expectations of the The following broad categories of risks have been considered in the been considered categories of risks have broad The following risk framework: management Risk Categories Corporate Governance Report “The Tata philosophy of management has always been, and is today more than ever, that corporate enterprises must be managed not merely in the interests of their owners, but equally in those of their employees, of the consumers of their products, of the local community and finally the country as a whole.” - J.R.D. Tata
1. COMPANY’S PHILOSOPHY ON THE CODE OF 2. BOARD OF DIRECTORS GOVERNANCE Composition of the Board The Company has over the years followed best practices of The Board of Directors of the Company is the highest Corporate Governance. The Company is committed to the governance authority within the management structure of the Tata Code of Conduct (‘TCoC’) enunciated by the Tata Group. Company. Further, the Board of Directors of the Company is TCoC articulates values and ideals that guide and govern the totally committed to the best practices within the Company conduct of the Tata companies as well as its employees in all for effective corporate governance practices. The Board matters relating to business. The Company’s overall governance regularly reviews and updates corporate governance practices framework, systems and processes reflect and support our to accommodate developments within the market place in Mission, Vision and Values. general and the business in particular. The Company has a strong legacy of fair, transparent and ethical governance practices and it believes that good Corporate The Company has an active, experienced and a well-informed Governance is essential for achieving long-term corporate Board. The Board along with its Committees undertakes goals and to enhance stakeholders’ value. In this pursuit, the its fiduciary duties keeping in mind the interests of all its Company’s Corporate Governance philosophy is to ensure stakeholders and the Company’s Corporate Governance fairness, transparency and integrity of the management, in philosophy. The Nomination and Remuneration Committee of order to protect the interests of all its stakeholders and the the Board ensures the right composition of the Board. Companys Code of Conduct for Prevention of Insider Trading As on 31 March, 2018, the Board comprised six Directors, out and Code of Corporate Disclosure Practices. of which five are Non-Executive Directors and one Managing The Company has adopted a Code of Conduct for its employees Director & CEO. Out of the total strength, three (i.e. 50%) are including the Managing Director and the Executive Director as Independent Directors (including one woman Independent well as for its Non-Executive Directors. The Company has also Director). The composition of the Board of Directors of the adopted the Guidelines on Board Effectiveness (‘Governance Company is in conformity with the Listing Regulations and the Guidelines’ or ‘Guidelines’) to fulfill its responsibilities towards Companies Act, 2013 (‘the Act’). its stakeholders. The Company currently has right mix of Directors on the Board The Company has disclosed the requirements stipulated under who possess the requisite qualifications and experience in Regulations 17 to 27 read with para C and D of Schedule V general corporate management, finance, banking, marketing and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of and other allied fields which enable them to contribute SEBI (Listing Obligations and Disclosure Requirements) effectively to the Company in their capacity as Directors of the Regulations, 2015 (‘Listing Regulations’) as applicable, with Company. Detailed profile of the Directors is available on the regard to Corporate Governance. The Company endeavours to ensure that highest standards of ethical and responsible Company’s website at www.tatachemicals.com. conduct are met throughout the organisation.
Board of Directors The composition and category of Directors, attendance at the last Annual General Meeting (‘AGM’) for the Financial Year (‘FY’) 2017-18 and the number of Directorships and Committee Chairmanships/Memberships held by them as on 31 March, 2018 are as follows: Name of the Category of the Director Directors’ Whether Number of directorships Number of committee Director Identification attended AGM in other public limited positions held in other Number on 9 August, companies* public limited companies** 2017 Chairman Member Chairman Member Mr. Bhaskar Bhat Non-Independent, Non-Executive 00148778 Yes 3 6 - 3 Mr. Nasser Munjee Independent, Non-Executive 00010180 Yes 2 5 4 1 Dr. Y. S. P. Thorat Independent, Non-Executive 02652734 Yes - 3 1 2 Ms. Vibha Paul Rishi Independent, Non-Executive 05180796 Yes - 9 - 5 Mr. S. Padmanabhan Non-Independent, Non-Executive 00306299 Yes 2 3 - 1 Mr. R. Mukundan Managing Director & CEO 00778253 Yes - 3 - - * Excludes directorships in associations, private limited companies, foreign companies, companies registered under Section 8 of the Act, Government Bodies and Alternate Directorships ** Represents Chairmanships/Memberships of Audit and Stakeholders Relationship Committees in listed/unlisted public limited companies Notes: Ms. Padmini Khare Kaicker (DIN: 00296388) was appointed as an Additional and Independent Non-Executive Director of the Company with effect from 1 April, 2018. Mr. Zarir Langrana (DIN: 06362438) was appointed as an Additional and Executive Director of the Company with effect from 1 April, 2018.
108 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 109 (%) Attendance Attendance attended meetings Category of No. Corporate Governance Report Member Name of the Mr. Bhaskar BhatMr. Nasser MunjeeMr. Thorat S. P. Y. Dr. NED Rishi Paul Vibha Ms. ID S. PadmanabhanMr. ID ID R. MukundanMr. 9 NED 8 MD 9 9 100 8 89 9 100 100 89 100 MD - Managing Director Bhat as Chairman for each of the above meetings as the each of the above Bhat as Chairman for a Chairman of the Board. did not have Company Effectiveness Board Guidelines for The Guidelines are its stakeholders. towards its responsibilities been best practices and have and emerging based on current in line with the regulatory as per the Act provisions prepared for These Guidelines provide as Listing Regulations. as well composition and executives, nomination of Directors/senior diversity, Board Chairman and Directors, of the Board, roles and aspects age of Directors evaluation, retirement Board of the Board. Committees to relating Meeting of Independent Directors of without the presence of the Company Directors Non-Independent and members of management Directors under Schedule IV of 2018 as required was held on 23 March, of Independentthe Act (Code and Regulation 25(3) Directors) the Independent At their meeting, of the Listing Regulations. performance the reviewed Directors of Non-Independent Chairman (as elected as a whole, by and the Board Directors after of Directors) each meeting of the Board for the Board and Non-Executive taking Director(s) the views of Executive quantity and timeliness and also assessed the quality, Directors management between the Company of flow of information increasing confidentiality. increasing participate other locations to or at abroad in travelling/residing the meetings. Meetings Held Board 2017, 13 October, 2017, 2017, 27 September, 2017, 8 August, 2018 and 2017, 6 February, 2017, 13 November, 6 November, 2018 (2 meetings). 23 March, and twenty days. ID - Independent Director; NED - Non-Executive Director; Bhaskar elected Mr. the Board under review, During the year fulfill the Governance Guidelines to adopted has The Company DIRECTORS INDEPENDENT one meeting of Independent under review, During the year Directors facility facilitate is also used to conferencing Video during met 9 (nine) times FY 2017-18 on 26 May, the The Board one hundred The gap between two meetings did not exceed Attendance
paperless meetings with documents securely uploaded on paperless meetings with documents securely This iPad. an Application and accessed through the Board the cycle make reducing time to paper, in saving has resulted Members and the Board/Committee to documents available 10 Committees and Chairman of more than 5 Committees 5 Committees than Chairman and of more 10 Committees he/she is a Director. companies in which all the public across regarding disclosures made the requisite have All the Directors in other companies. held by them positions committee between our Directors. relationships no inter-se are and there is Director no other 500 ordinary of the Company, shares Zarir Langrana, Mr. Further, in the Company. shares holding any of the Company Director Executive as an who was appointed 2018 also holds 3,666 ordinary 1 April, from shares with effect convertible has not issued any The Company of the Company. instruments. 2017. 9 August, Procedure Board of the year. upon at the beginning agreed of Terms that ensure to proceedings and Committee properly decisions are to, adhered are Reference/Charters and actions the minutes in on the decisions recorded through is ensured Meeting tracked. effectiveness are detailed of material in advance, clear agenda, circulation and tracking at the meetings presentations of action taken based on the agenda, reports at every Additionally, meeting. by members of the senior leadership as attended meetings are accountability which brings and also in the requisite invitees, inputs. developmental provide on the apprisesThe Managing Director the Board the Company. performanceoverall every of the Company quarter including the performance operating subsidiaries. of the overseas business annual the strategy, periodically reviews The Board plan, business performance and its key the Company of customer and innovation, quality, technology subsidiaries, and risk budgets management, capital expenditure centricity, Amongst other things, matters. and environment safety the compliance reports also reviews of the laws the Board and internal financial controls the Company, applicable to Meetings of of the Board minutes financial reporting systems, subsidiary adoption of quarterly/ companies, the Company’s transactions corporate restructuring, results, half-yearly/annual pertaining accounting major of property, purchase/disposal to and write-offs/write-backs,provisions of the meetings minutes of the Board. and other Committees of the Audit which A of Schedule II of the Listing Regulations, with Part read are the Directors the Board, be placed before to is required if obtained, and approvals also keptmajor events of informed necessary. each other to is related of the Company None of the Directors Mukundan who is holding Mr. 2018, except on 31 March, As was held on of the Company The Seventy-Eighth AGM is and Committees The calendar of meetings of the Board Secretary Board The Company tracks and monitors of development in the strategy a critical plays role The Board under Regulation 17(7) In required the information to addition meetings conducted are and Committee All the Board than is a Member of more on the Board the Directors None of and the Board that is necessary for the Board to effectively and the Company’s Sriperumbudur Plant near Chennai and also the reasonably perform their duties. new facility coming up in Nellore, Andhra Pradesh. Composition and Attendance Pursuant to Regulation 46 of the Listing Regulations, the details of familiarisation programme are available on the website of Name of the Member No. of meeting(s) attended the Company at www.tatachemicals.com. Mr. Nasser Munjee 1 Appointment/Re-appointment of Directors Dr. Y.S.P. Thorat 1 Ms. Vibha Paul Rishi 1 As required under Regulations 26(4) and 36(3) of the Listing Regulations, particulars of the Directors seeking appointment/ Terms and Conditions of Independent Directors re-appointment are given in the Explanatory Statement to the All the Independent Directors of the Company have been Notice of the AGM. appointed as per the provisions of the Act and the Listing Code of Conduct Regulations. Formal letters of appointment were issued to the above Independent Directors. As required by Regulation The Company has adopted the TCoC for its 46 of the Listing Regulations, the terms and conditions of Whole-time Directors, Senior Management Personnel their appointment have been disclosed on the website of the and other Executives which is available on the website at Company at www.tatachemicals.com. www.tatachemicals.com. The Board has also adopted a Code of Conduct for Non-Executive Directors, which incorporates None of the Directors on the Board serve as an Independent the duties of Independent Directors as laid down in Schedule Director in more than seven listed companies. The Managing IV of the Act (‘Code for Independent Directors’) and Regulation Director of the Company does not serve as an Independent 17(5) of the Listing Regulations and the same is available on the Director in any listed company. Company‘s website at www.tatachemicals.com. Induction and Familiarisation Programme for Directors As on 31 March, 2018, all the Board members and Senior Management of the Company have affirmed compliance The Company has a familiarisation programme for its with their respective Codes of Conduct. A declaration to this Independent Directors. The objective of the programme is effect duly signed by the Managing Director forms part of to familiarise the Independent Directors to enable them to this report. understand the Company, its operations, business, industry and environment in which it functions and the regulatory Apart from reimbursement of expenses incurred in the environment applicable to it. These include orientation discharge of their duties and the remuneration that these programme upon induction of new Directors as well as other Directors would be entitled under the Act as Non-Executive initiatives to update the Directors on a continuing basis. An Directors, none of the Directors has any other material induction kit is provided to new Directors which includes the pecuniary relationships or transactions with the Company, annual report, a CD containing overview of the Company and its Promoters, its Directors, its Senior Management or its its operating subsidiaries, charters of the Company, annual Subsidiaries and Associates. Board/Committee Meeting calendar, Code of Conduct for Senior Management of the Company have made disclosures Non-Executive Directors including Independent Directors, to the Board confirming that there are no material, financial Company’s Code of Conduct for Prevention of Insider Trading and/or commercial transactions between them and the and Code of Corporate Disclosure Practices, etc. Meeting with Company which could have potential conflict of interest with Business/Functional Heads are organised to provide brief on the Company at large. the business/function. 3. AUDIT COMMITTEE Pursuant to Regulation 25(7) of the Listing Regulations, the The Audit Committee’s role is to assist the Board fulfill its Company imparted various familiarisation programmes for corporate governance and overseeing responsibilities its Directors including review of long-term strategy, industry in relation to the Company’s financial reporting process outlook, regulatory updates at Board and Audit Committee carried out by the Management, internal control system, risk Meetings, Presentations on Digitalisation and IT Strategy, Tata management system and internal and external audit functions. Business Excellence Model Assessment, Goods and Service Accordingly, the Company has constituted its Audit Committee Tax, Cyber Security, Tax Litigation and updates, etc. Besides which is in accordance with the provisions of Section 177 of the above, presentation on risk management, HR processes, the Act and Regulation 18 of the Listing Regulations. safety and sustainability initiatives of the Company are made at their respective committees where some of the Independent The Audit Committee functions according to its charter/ Directors are also members. During the year, certain Directors terms of reference that defines its composition, authority, including Independent Directors visited overseas subsidiaries’ responsibilities and reporting functions. The Board has adopted plants in USA, UK and met the leadership teams there. The a charter of the Audit Committee for its functioning. All the Directors spent entire day at the respective plants to get a items listed in Section 177 of the Act and Regulation 18(3) read deeper insight in the operations of the overseas subsidiaries. with Part C of Schedule II of the Listing Regulations are covered Some of the Directors including Independent Directors visited in its terms of reference.
110 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 111 (%) Attendance Attendance attended meetings ID 8 100 Category of No. Corporate Governance Report after assessing the qualifications, experience and after the qualifications, assessing the candidate; of background Committee. of the Audit terms of reference Member Name of the Officer the Chief Financial the appointment of Approve Carrying other function out any in the as is mentioned Mr. Nasser Munjee Mr. (Chairman) Thorat S. P. Y. Dr. S. PadmanabhanMr. NED ID 7 8 88 100 appointed as a member w.e.f. 1 April, 2018 under Regulation 18(2)(c) of the Listing Regulations. under Regulation 18(2)(c) Meetings Held 2017, July, 2017, 18 May, 2017, 25 held on 18 April, were 2018, January, 2017, 18 2017, 10 November, 8 August, 2018. 2018 and 26 February, 5 February, and twenty days. and Attendance Composition All members of the Audit Committee are financially literate and financially literate are Committee All members of the Audit financial management expertise. accounting and related have is in conformity The composition of the Committee Committee. with Section 177 of the Act Listing and Regulation 18(1) of the Regulations. and the statutorymeetings both with the internal auditor discuss key to auditors concerns on periodic basis. - Risk Controller Statutory Auditor, Officer, Chief Financial Corporate Group & President Vice and & Internal Auditor and participate attend in all the meetings of the Controller The Chief Operating Officers and Chief Human Committee. Officer Internal Resources where the meetings Audit attend time also time to from The Committee Reports discussed. are be to as it considers appropriate, such of the executives, invites at the meetings. present internal financial and compliance areas, covering operational, and financial reporting the to financial controls systems the reports also reviewed Committee The Audit Committee. reportson leadership of business ethics, on dealings under party and related Regulations Trading of Insider Prohibition Note: Ms. Padmini Khare Kaicker, Independent Director, was ʀ ʀ as prescribed powers has been granted Committee The Audit Committee During 2017-18, 8 (eight) meetings of the Audit FY one hundred The gap between two meetings did not exceed ID - Independent Director; NED - Non-Executive Director Nasser Munjee is an eminent economist and leading banker. Mr. Secretary The Company acts Secretary as the the Audit to has one on one Committee The Chairman of the Audit Director, Executive & CEO, The Managing Director the key reviewed audit findings the Committee During the year, , performs the following inter alia by the internal auditors into matters where there is there where matters into by the internal auditors suspected fraud or irregularity of internal or a failure and reporting of a material nature the systems control the Board; to matter forth policies and implementation of the Tata Code of Code Tata forth implementation of the policies and Trading; of Insider Prevention Conduct for it is necessary;wherever including the structure of the internal audit department, staffing of the audit plan and its execution, approval and seniority the department, of the official heading reporting and frequency structure of internal audit; on; up there findings and follow ensure adherence thereto; adherence ensure of Conduct Code Tata and the regulatory requirements monitoring the for of the system and effectiveness same; re-appointment, external of the removal auditors, of payment for approval and also fixation of audit fees audit and non-audit services; management function; critical accounting policies and practices, significant critical significant accounting policies and practices, and reporting nature issues and judgements made, scope of audit; of audit process; independence and effectiveness the Company which shall include the Vigil Mechanism Vigil the which shall include the Company report to concerns genuine and employees Directors for manner;in the prescribed the annual/quarterlybefore financial statements the Board; submission to and disclosure of its financial information; and disclosure and such other matters; financial accounting controls, internal investigations Reviewing the findings of any Officer setting the Compliance guidance to for Provide party related Review the significant transactions; of undertakings Valuation entity, or assets of the listed Reviewing the adequacy of internal audit function, if any, significant of any Discussion with internal auditors Review the adequacy and systems of internal control Scrutinise inter-corporate loans and investments; legal and compliance with the Review the Company’s Recommend to the Board, the appointment, the appointment, the Board, Recommend to Review the adequacy of internal audit and risk with external Hold timely discussions regarding auditors performance, qualification, auditors’ Evaluate Mechanism of Whistleblower Review the functioning of the management and auditors, with Discuss and review, reporting financial process Oversight of the Company’s accounting policies internal the Company’s Review of supervising the Company’s internal controls and financial internalcontrols supervisingCompany’s the reporting and process Terms of Reference Terms functions: ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ
for is responsible of the Company Committee The Audit
transactions. The Chairman of the Audit Committee briefs the ʀ Assist the Board in fulfilling its corporate governance Board about the significant discussions at the Audit Committee responsibilities relating to remuneration of Board, KMP meetings. The minutes of each of the Audit Committee and executive team members; Meeting are placed in the next meeting of the Board. ʀ Oversee familiarisation programmes for Directors; Mr. Nasser Munjee, Chairman of the Audit Committee, was ʀ Review HR and people strategy and its alignment with present at the last AGM held on 9 August, 2017. the business strategy periodically or when a change is 4. NOMINATION AND REMUNERATION COMMITTEE made to either;
The role of the Nomination and Remuneration Committee ʀ Provide guidelines for remuneration of Directors on (‘NRC’) is to oversee the selection of Directors and Senior material subsidiaries; Management Personnel based on criteria related to the specific requirement of expertise, independence and execution. ʀ Perform other activities related to the charter as The NRC evaluates the performance of Directors and Senior requested by the Board from time to time. Management Personnel based on the expected performance Meetings Held criteria. NRC also recommends to the Board the remuneration payable to Directors and Senior Management Personnel of the During FY 2017-18, 4 (four) meetings of NRC were held Company. on 26 May, 2017, 24 November, 2017 and 23 March, 2018 (2 meetings). Terms of Reference Composition and Attendance The Board has adopted a charter of the NRC for its smooth functioning covering aspects relating to composition, The composition and the terms of reference of the NRC are in responsibilities, evaluation process, remuneration, Board compliance with the provisions of Section 178(1) of the Act development and reviewing HR strategy. The key terms of and Regulation 19 of the Listing Regulations. reference of the NRC, inter alia, are: Name of the Category No. of Attendance ʀ Make recommendations to the Board regarding the Member meetings (%) setup and composition of the Board; attended ʀ Identify persons who are qualified to become directors Dr. Y.S.P. Thorat ID 4 100 and who may be appointed in senior management in (Chairman) accordance with the criteria laid down and recommend to the Board of Directors their appointment and removal; Mr. Nasser Munjee ID 3 75 Mr. Bhaskar Bhat NED 4 100 ʀ Formulate the criteria for determining qualifications, positive attributes and independence of a Director ID - Independent Director; NED - Non-Executive Director and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel Dr. Y. S. P. Thorat, Chairman of the NRC, was present at the last (‘KMP’) and other employees; AGM held on 9 August, 2017. ʀ Support the Board and Independent Directors, as may Board and Director Evaluation be required, in evaluation of the performance of the Board, its Committees and Individual Directors; During the year under review, the Board has carried out an annual performance evaluation of its own performance, ʀ Formulate criteria for evaluation of Directors and the performance of the Directors as well as the evaluation of the Board; working of its Committees. ʀ Recommend to the Board, the appointment of KMP and executive team members; The NRC has defined the evaluation criteria, procedure and time schedule for the performance evaluation process of the ʀ Whether to extend or continue the term of appointment Board, its Committees and Directors. The criteria for Board of the Independent Director, on the basis of the report Evaluation was based on the guidance note issued by SEBI of performance evaluation of Independent Directors; which, inter alia, included questionnaire on structure of the ʀ On an annual basis, recommend to the Board the Board, meetings of the Board, functions of the Board and remuneration payable to Directors, KMP and executive Management. team members of the Company; Criteria for Evaluation ʀ Devise a policy on Board diversity; The Board of Directors has carried out an annual evaluation ʀ Recommend to the Board the appointment or of its own performance, board committees and individual re-appointment of Directors; directors pursuant to the provisions of the Act and the ʀ Review matters related to remuneration and benefits corporate governance requirements as prescribed by payable upon retirement and severance to the Listing Regulations. The performance of the Board was Managing Director/Executive Director(s), KMP and evaluated after seeking inputs from all the directors on the executive team members; basis of criteria such as the board composition and structure,
112 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements ) ` ( 113 payable in payable FY 2018-19) Commission Commission (for FY 2017-18(for ) ` ( 27,50,000 1,90,00,000 The Contract may be terminated by be terminated The Contract may either party the other party giving six paying notice or the Company months’ There salary in lieu thereof. six months’ of payment for provision is no separate fees. severance . Corporate Governance Report requests such as transfer of shares/debentures, of shares/debentures, such as transfer requests annual report, of dividend, etc.; non-receipt Company. with otherTata companies Executive Directors of the Company, who are in full-time employment commission to Mr. Bhaskar Bhat and Mr. S. Padmanabhan, Non- In line with the internal guidelines, no payment is made towards complaints and of investors’ redressal look into To of the security the grievances holders of the resolve To Name of the DirectorName of the Fees Sitting Period of ContractPeriod fees/notice Severance period 2018 25 November, upto 5 years Mr. Bhaskar BhatMr. Nasser MunjeeMr. Thorat S. P. Y. Dr. Rishi Paul Vibha Ms. S. PadmanabhanMr. 3,90,000Total 6,50,000 7,10,000 3,90,000 6,10,000 75,00,000 75,00,000 40,00,000 * * Meetings Held 2017 and held on 14 June, were Relationship Committee 2018. 9 March, the annual accounts are adopted by the members at the AGM. adopted the annual accounts are CEO & Director R. Mukundan, Managing Mr. by the Company provides for the retirement age of Directors. age of Directors. the retirement for provides by the Company the Managing and Executive per the Governance Guidelines, As Non-Independent at the age of 65 years, retire Directors and the at the age of 70 years retire Directors Non-Executive Independent subject is 75 years to age for Directors retirement specified under Section 149 of the Act.the tenure (‘SRC’)Committee as under: are time Directors for the Financial Year ended 31 March, 2018 is 2018 ended 31 March, Year Financial the for time Directors below:given ʀ ʀ During FY 2017-18, 2 (two) meetings of Stakeholders * is paid after the Directors per the practice, commission to As its Directors. options to stock any has not granted The Company of Period and Notice Fees Service Severance Contract, Directors for Policy Retirement adopted effectiveness The Governance Guidelines on Board 5. COMMITTEE RELATIONSHIP STAKEHOLDERS of Reference Terms of the Stakeholders Relationship The terms of reference Whole- the Non to paid Sitting Fees and Details of Commission 30,000 ` ) ` ( Total Total Remuneration Remuneration ) ` ( Commission* Commission* ) ` ( and Allowance Allowance Perquisites Perquisites ) 20,000 per meeting for attending each meeting of attending 20,000 per meeting for ` ( ` FY 2018-19 Salary 96,00,000 1,58,31,282 3,30,00,000 5,84,31,282 per meeting to the Non-Executive Directors for attending attending for Directors the Non-Executive per meeting to and NRC; Committee Audit each meeting of the Board, and Independent Stakeholders Directors Committee, Relationship and and Sustainability CSR, Safety Meetings, Committee Risk Management Committee. the of commission to the payment 2013, approved 26 August, within the ceiling of 1% of the net Directors Non-Executive under the applicable as computed of the Company profits The said commission Act, 1956. of the Companies provisions and distributed of Directors by the Board is decided each year based on their attendance Directors amongst the Non-Executive and certain and contribution at the Board meetings, Committee other than at as the time spent on operational matters as well the out-of-pocket also reimburses The Company the meetings. the meetings. attending for by the Directors expenses incurred * Commission relates to FY 2017-18, which will be paid during effectiveness of board processes, information and functioning, and functioning, information processes, of board effectiveness Evaluation on Board Guidance Note by the as provided etc. of India Board on the Securitiesissued by Exchange and 2017. 5 January, and Individual in the is detailed Committees Directors Board, Report. Board’s of Directors Remuneration commitment of is based on the KMP and all other employees has The Company of leadership with trust. a culture fostering and other KMP of Directors, remuneration for a Policy adopted The principles this philosophy. to which is aligned employees, in is provided Remuneration Policy governingCompany’s the Report. the Board’s & CEO Managing Director and component) and allowances (fixed perquisites & commission (variable its Managing Director component) to by the NRC within recommended are increments Annual CEO. the salary by the members of the Company scale approved on the NRC recommends 1 April year. each effective and are & CEO out of the the Managing Director to commission payable and within the ceilings prescribed financial year the for profits under the Acton the performance based as of the Company & CEO. Director as that of the Managing well & CEO Director Non-Executive Directors Non-Executive of paid sitting fees During the Company FY 2017-18, on held of the Company at the AGM The members had,
the performance for evaluation of the followed The procedure of Directors, remuneration for philosophy The Company’s benefits, of salary, by way remuneration pays The Company Mukundan, Managing R. of Mr. Details of Remuneration Composition and Attendance ʀ Review and monitor the sustainability, environmental, safety and health policies and activities across the Tata Name of the Category No. of Attendance Chemicals Group; Member meetings (%) ʀ Investigate or cause to be investigated, any extraordinary attended negative sustainability, environment, health and safety
Ms. Vibha Paul Rishi ID 2 100 performance or issues of asset integrity which can (Chairperson) impact safety, health, environment and sustainability Mr. S. Padmanabhan NED 2 100 where appropriate; Mr. R. Mukundan MD 2 100 ʀ Formulate and recommend to the Board, a CSR policy ID – Independent Director; NED - Non-Executive Director; indicating the activity or activities to be undertaken by MD - Managing Director & CEO the Company as specified in Schedule VII to the Act and have oversight over its implementation; Status of Investor Complaints as on 31 March, 2018 and reported under Regulation 13(3) of the Listing Regulations is as ʀ Recommend the amount to be spent on CSR activities; under: ʀ Monitor the Company’s CSR Policy periodically. Complaints as on 1 April, 2017 3 The Board has adopted a charter for the CSS Committee for Received during the year 36 its smooth functioning. The Board has also adopted the Resolved during the year 39 CSR Policy as formulated and recommended by the CSS Committee. The same is displayed on the website of the Pending as on 31 March, 2018 0 Company. A CSR Report giving details of the CSR activities The complaints have been solved to the satisfaction of the undertaken by the Company during the year along with the shareholders. The correspondence identified as investor amount spent on CSR activities forms a part of the Board’s complaints are letters received through statutory/regulatory Report. bodies and letters pertaining to fraudulent encashment. Meetings Held Name, designation and address of the Compliance Officer During FY 2017-18, 3 (three) meetings were held on 14 June, 2017, 24 November, 2017 and 9 March, 2018. Mr. Rajiv Chandan General Counsel & Company Secretary Composition and Attendance Tata Chemicals Limited Name of the Category No. of Attendance Bombay House, 24 Homi Mody Street, Fort, Mumbai - 400 001 Member meetings (%) Tel. No.: +91 22 66658282 attended Fax No.: +91 22 66658144 Mr. S. Padmanabhan NED 3 100 Email: [email protected] (Chairman) On the recommendations of the SRC, the Company has taken Ms. Vibha Paul Rishi ID 3 100 various investor friendly initiatives like sending reminders to Mr. R. Mukundan MD 3 100 the investors who have not claimed their dividends, encourage ID - Independent Director; NED - Non-Executive Director; dematerialisation of shares, etc. MD - Managing Director & CEO 6. CSR, SAFETY AND SUSTAINABILITY COMMITTEE Chief-Safety and Chief-CSR & Sustainability are the permanent The CSR, Safety and Sustainability (‘CSS’) Committee has invitees to the meetings of the Committee. The General been entrusted with the specific responsibility of reviewing Counsel & Company Secretary attends the meetings. corporate social responsibility programmes, health and safety 7. RISK MANAGEMENT COMMITTEE framework and sustainable development. The overall roadmap, Regulation 21 of the Listing Regulations mandates top 100 as well as specific issues of concern including those related to listed entities based on market capitalisation as at the end of safety and climate change is reviewed in detail. The scope of the immediate previous financial year to constitute the Risk the CSS Committee also includes approving the budget of Management Committee (‘RMC’). Although non-mandatory, CSR, reviewing the CSR programmes and monitoring the the Company has constituted a RMC of the Board in February, CSR spends. 2015. Terms of Reference The primary role of the RMC is that of assisting the Board of The terms of reference of the CSR, Safety and Sustainability Directors in overseeing the Company’s risk management Committee, inter alia, are as under: process and controls. RMC, through the Enterprise Risk Management in the Company, seeks to minimise adverse ʀ Provide guidance to the management to ensure that impact on the business objectives and enhance stakeholder all long-term strategic proposals made to the Board value. The Board has adopted a charter for the functioning include safety, health, environment and sustainability of the RMC covering the composition, meetings, quorum, implications; responsibilities, etc.
114 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 115 passing of Special Resolution passing of Special Resolution passing of Special Resolution 3.00 p.m.3.00 that required no matter was There p.m.3.00 that required no matter was There p.m.3.00 that required no matter was There Corporate Governance Report 9 August, 2017 9 August, 2016 11 August, 2015 11 August, of the equity shareholders of the Company was held was of the equity of the Company shareholders at Birla Matushri 2017 at 3:00 p.m. Sabhagar, on 8 May, Marine Thackersey Marg, Lines, Vithaldas 19, Sir dated the Order Mumbai 400 020 pursuant to Law National Company 2017 of the Hon’ble 1 March, of the obtaining the approval Mumbai, for Tribunal, majority by requisite for Members of the Company Chemicals Tata the Scheme of Arrangement between under Limited India Fertilisers Private Yara and Limited Act, 2013 for Sections 232 of the Companies 230 to business of the Fertilisers and Customised sale of Urea Company. Section (Management Act 110 of the and Companies 44 of 2014 and Regulation Rules, & Administration) had provided the Company the Listing Regulations, its Ballot to e-votingthe facility and Postal of remote electronic Members as facility through as well of voting obtaining the of the Meeting at the venue for voting by requisite of the Members of the Company approval majority of Arrangement the Scheme between for India Fertilisers Private Yara and Chemicals Limited Tata Fertilisers and Customised sale of Urea for Limited (‘Scheme of Arrangement’).business of the Company Meeting convened Tribunal Law A National Company Year2016-17 and Date Day Wednesday, Time2015-16 Special Resolutions Thursday, 2014-15 Tuesday, Postal Ballot Postal 19, Vithaldas Thackersey Marg, Mumbai 400 020. Thackersey Marg, Vithaldas 19, 3 years and Special Resolutions passed are given as below: given passed are and Special Resolutions 3 years an adequately empowered Board of Directors and sufficient and sufficient Directors of Board empowered an adequately Independent governance, effective more For resources. of key on the Board operating appointed been have Directors Meetings of subsidiaries of Board are minutes The subsidiaries. on a its review for of the Company the Board placed before quarterly transactions of all significant basis and a statement subsidiary by the unlisted into and arrangements entered the Board. also placed before companies are a policy has formulated for the Company Listing Regulations, determining material subsidiaries on the which is disclosed The Company at www.tatachemicals.com. website Company’s under Regulation other requirements has complied with the subsidiary to with regard 24 of the Listing Regulations companies. ʀ a) with Sections to pursuant 230-232 read During the year, held at Birla Matushri meetings were Sabhagar, The above 9. 9. MEETINGS BODY GENERAL held during the last and time of AGMs date Day, function subsidiaries The independently with the Company of Regulation 16(1)(c) of the the explanation under to Pursuant (%) Attendance Attendance are as under: are attended meetings inter alia, ID 3 100 Category of No. issues and provide oversight of risk across organisation; of risk oversight across issues and provide trigger trips of risk action; limits and direct tolerance function in the Company. risk tolerance and review management’s measurement measurement management’s risk and review tolerance established and comparison risk to of overall tolerance levels; (ERM) framework; key to market including risks, relating risk, risk product risk, policies and reputational as the guidelines, as well monitoring and mitigating such risks; for and processes risk and risk assessment practices management and risk assessment for and procedures policies guidelines, and risk management; Member Name of the inducted as a member of RMC with effect from 1 April, 2018. effect from 1 April, 2018 and Mr. Zarir Langrana has been specific to related Review and analyse risk exposure breach/ monitor Review compliance with risk policies, Nurture and independent risk management a healthy determining and policies for process Oversee Company’s the Enterprise Risk Review and approve Management risk strategy and appetite Review the Company’s risk structure, governance Review the Company’s Mr. Nasser MunjeeMr. S. PadmanabhanMr. R. MukundanMr. ID NED John MulhallMr. MD 3 3 CFO 3 3 100 100 100 100 Dr. Y.S.P. Thorat Y.S.P. Dr. (Chairman) MD - Managing Director & CEO; CFO - Chief Financial Officer 18 April, 2017, 18 July, 2017 and 18 January, 2018. 2017 and 18 January, 2017, 18 July, 18 April, in place. The risk by the management framework adopted in place. is discussed in detail in the Management Discussion Company of this Annual Report.and Analysis chapter whose income or net worth as subsidiary, exceeds subsidiary’ worth income or net 20% of the consolidated respectively, entityof the listed and its subsidiaries in the immediately Under this definition, the Company accounting year. preceding material subsidiary unlisted any does not have incorporated in India. Terms of Reference Terms ʀ ʀ ʀ ʀ ʀ ʀ ʀ Mr. Nasser Munjee has ceased to be a member of RMC with Notes: Held Meetings held on meetings were During FY 2017-18, 3 (three) and Attendance Composition
8. SUBSIDIARY COMPANIES SUBSIDIARY 8. ‘material Regulation 16 of the Listing Regulations defines a has a well-defined risk The Company management framework ID - Independent Director; NED - Non-Executive Director; the RMC, of The termsreference of
The Company had appointed Mr. P. N. Parikh of None of the businesses proposed to be transacted in the M/s. Parikh & Associates, Practising Company Secretaries, ensuing AGM requires the passing of a special resolution by as the Scrutinizer. way of postal ballot. The Company had sent the Notice dated 1 April, 2017 10. MEANS OF COMMUNICATION together with the Explanatory Statement, the postal All price-sensitive information and matters that are material to ballot form and self-addressed envelope to the Members shareholders are disclosed to the respective Stock Exchanges, in the permitted mode. Voting rights were reckoned where the securities of the Company are listed. All submissions on the paid-up value of the shares registered in the to the Exchanges are made through the respective electronic names of the Equity Shareholders on the cut-off date filing systems. i.e. 1 April, 2017. The voting period for remote e-voting as well as postal ballot commenced on Saturday, The quarterly/half-yearly/annual financial results are published 8 April, 2017 and ended on Sunday, 7 May, 2017 and the in the Indian Express (English), Business Standard (English), NSDL e-voting platform was blocked thereafter. Business Line (English), Loksatta (Marathi), Free Press Journal On 8 May, 2017, at the venue of the NCLT convened (English) and Navshakti (Marathi). meeting, the consolidated report on the result of the The quarterly/half-yearly/annual financial results are remote e-voting/postal ballot forms and the voting displayed under ‘Investors’ section of the Company’s website conducted at the venue of the NCLT convened meeting viz., www.tatachemicals.com. They are also filed with the in respect of the resolution for approving the Scheme of National Stock Exchange of India Limited (NSE) through NSE Arrangement was provided by the scrutinizer and result Electronic Application Processing System (NEAPS) and with was announced as under: BSE Limited (‘BSE’) through BSE Online Portal.
In favour Against The Managing Director and Chief Financial Officer hold Percentage of Percentage Percentage of Percentage of quarterly briefs with analysts, shareholders and major members voted of valid Votes members voted valid Votes stakeholders where Company’s performance is discussed. 95.65 99.99 4.35 0.01 The official press releases, presentation made to the members at the AGM, the presentation made to the institutional b) During FY 2017-18, pursuant to Section 110 of the investors and analysts and the transcripts of the call with Companies Act, 2013 read with the Companies analysts for quarterly/annual results are available on the (Management and Administration) Rules, 2014, the Company’s website under the ‘Investors’ section. Company passed the special resolution under Section 180(1)(a) of the Act for sale of Phosphatic Fertiliser Reminders for unclaimed shares and unpaid dividend are sent business and Trading business (‘Divestment’) on a to the shareholders as per records every year. going concern, by way of a slump sale, through postal Company’s Website ballot. The Company had appointed Mr. P. N. Parikh of M/s. Parikh & Associates, Practising Company Secretaries, The Company’s website is a comprehensive reference on Tata as the Scrutinizer for conducting the postal ballot voting Chemicals’ management, vision, mission, policies, corporate process (including e-voting). governance, corporate sustainability, investors, updates and news. The section on ‘Investors’ serves to inform the The Company had sent the Postal Ballot Notice dated members by giving complete financial details, annual reports, 24 November, 2017 together with the Explanatory shareholding patterns, presentation made to institutional Statement, the postal ballot form and self-addressed investors and analysts, corporate benefits, information relating envelope to the Members in the permitted mode. The voting under the postal ballot/e-voting was kept to stock exchanges, Registrar and Share Transfer Agents, etc. open from 12 December, 2017 to 10 January, 2018 The section on ‘Media’ includes all major press releases, awards (either physically or through electronic mode). All postal and campaigns. ballot forms received up to the close of working hours Material events or information as detailed in Regulation 30 of on 10 January, 2018, the last date and time fixed by the the Listing Regulations are disclosed to the Stock Exchanges Company for receipt of the forms, had been considered by filing them with NSE through NEAPS and with BSE through for scrutiny. BSE Online Portal. They are also displayed on the Company’s On 10 January, 2018, proposal for the above divestment website at www.tatachemicals.com under the ‘Investors’ was passed by way of a special resolution and the results section. for the postal ballot were announced as under: The Company has also uploaded the names of the members and the details of the unclaimed dividend by the members on In favour Against its website. The members can log in and find out whether their Total no. of No. of valid % Total no. of No. of % members Votes members valid dividend for any of the years is outstanding. Information about voted voted Votes unclaimed dividends and unclaimed shares to be transferred 1,829 16,80,53,505 99.52 90 8,03,139 0.48 to IEPF is provided in the notes to the Notice of AGM.
116 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements ` in es is 117 o the 10 lakh per ` 250 crore (Face Value Value (Face 250 crore ` Corporate Governance Report INE092A08055 (NCDs) Debenture) with coupon rate of 10.00% p.a. and having maturity date as 2 July, 2019 maturity and having as 2 July, date 10.00% p.a. of with coupon rate Debenture) (1) BSE Limited BSE (1) (2) Mumbai - 400 001. Dalal Street, Towers, Jeejeebhoy Phiroze of India Exchange Limited The National Stock (b) (NCDs) of Non Convertible Debentures Unsecured Bandra-Kurla Bandra (E), Mumbai - 400 051. Complex, Plaza, Exchange in full. Exchanges these Stock to Annual Listing fees has paid the requisite The Company of India Exchange Limited Stock of the National on Debt listed segment NCDs are Company’s The 001. Mumbai - 400 Estate, 17, R. Kamani Ballard Marg, Floor, Ground Building, Asian +91 22 6631 1776 +91 22 4080 7000, Fax: Tel: and Dividend) : 2018 27 July, Friday, and from On : Office of the Company the Registered at 3.00 p.m. 2018 before 23 July, Monday, : (a) Exchanges: Stock on the following listed Ordinary are Shares The Company’s : Services Ltd. Trusteeship IDBI : p.m. 2018 at 3:00 25 July, Wednesday, : New Marine Mumbai – 400 020 Thackersey Lines, Marg, Vithaldas 19, Sir Birla Matushri Sabhagar, : April 1 31 March to : the purpose of AGM for inclusive 2018 (both days 25 July, Wednesday, 2018 to 18 July, Wednesday, High Low Close High Low Close Month BSE NSE Debenture Trustee Debenture Code: Stock (Demat Segment)BSE Limited of India Exchange Limited Stock The National International Securities and CDSL Identification Number (ISIN) in NSDL : INE092A01019 (Ordinary Shares) : EQ TATACHEM : 500770 Last date for receipt of receipt for Last date Forms Proxy Listing on Stock Exchanges Dividend payment date Dividend payment Date, time and venue of the Annual General Meeting General of the Annual and venue time Date, Time and Date Venue Year Financial Date Book Closure April 2017May 2017June 2017July 2017 2017August 2017September 661.85October 2017 665.10 2017November 647.95December 2017 595.00 661.00 666.75 624.95January 2018 582.00 2018February 764.80 585.90 754.40 2018March 655.75 610.00 747.50 567.65 558.00 628.25 781.20 634.15 605.35 702.40 662.95 726.55 617.95 668.00 641.00 583.85 666.50 707.90 647.90 709.00 732.55 595.05 726.80 657.45 667.50 624.35 656.60 580.95 730.85 585.00 653.75 765.60 754.90 718.45 611.50 568.10 560.40 746.50 705.95 656.80 628.30 634.40 676.75 782.00 702.90 606.95 727.35 681.00 619.90 643.15 584.05 708.65 708.65 732.90 658.05 726.75 731.55 650.00 719.00 704.65 677.15 Company by the Ministry the by Company is L24239MH1939PLC002893. Affairs (MCA) of Corporate given hereunder: given Market Price Data: Price Market [Source: This information is compiled from the data available on the websites of BSE and NSE] on the websites the data available is compiled from This information [Source: Identity t The Corporate allotted Number (CIN) Maharashtra, Mumbai. of Companies, with the Registrar is registered The Company 11. 11. INFORMATION SHAREHOLDER GENERAL Market Ordinary on the said exchang price of BSE/NSE depicting data - monthly high/low/close Shares liquidity of the Company’s
Graphical Representation of Performance of Tata Chemicals Limited’s Share Price (average of closing price of BSE and NSE) in comparison with BSE Sensex.
36,000.00 750.0
700.0 34,000.00 650.0
600.0 32,000.00 550.0 BSE Sensex
500.0 Share TCL Price 30,000.00
Sensex Share Price 450.0 28,000.00 400.0 Apr-17 May-17 Jun-17 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18
Registrar and Share Transfer Agents Members are requested to correspond with the Company’s Registrar and Share Transfer Agents - TSR Darashaw Limited quoting their folio no./DP ID and Client ID at the following addresses:- (i) For transfer lodgement, delivery and correspondence:
TSR DARASHAW LIMITED Tel. No.: + 91 22 6656 8484 /66178411/12/13/14 Unit: Tata Chemicals Limited Fax No.: + 91 22 6656 8494 6-10 Haji Moosa Patrawala Industrial Estate, Email: [email protected] 20 Dr. E. Moses Road, Mahalaxmi, Website: www.tsrdarashaw.com Mumbai - 400 011 Business Hours: 10.00 a.m. to 3.30 p.m. (Monday to Friday) (ii) For the convenience of members based in the following cities, transfer documents and letters will also be accepted at the following Branch Offices/agencies of TSR Darashaw Limited:
1. TSR Darashaw Limited 2. TSR Darashaw Limited 5. Agent of TSR Darashaw Limited 503, Barton Centre, (5th Floor), Tata Centre, 1st Floor, Shah Consultancy Services Limited 84, Mahatma Gandhi Road, 43, J. L. Nehru Road, 3, Sumatinath Complex, 2nd Dhal, Bengaluru - 560 001. Kolkata - 700 071. Pritam Nagar, Ellisbridge, Tel.: + 91 80 2532 0321 Tel.: + 91 33 2288 3087 Ahmedabad - 380 006. Fax: + 91 80 2558 0019 Fax: + 91 33 2288 3062 Telefax: + 91 79 2657 6038 Email: [email protected] Email: [email protected] Email: [email protected]
3. TSR Darashaw Limited 4. TSR Darashaw Limited 2/42, Ansari Road, “E” Road, 1st Floor, Daryaganj, Northern Town, Bistupur, Sant Vihar, Jamshedpur - 831 001. New Delhi - 110 002. Tel.: + 91 657 242 6616 Tel.: + 91 11 2327 1805 Fax: + 91 657 242 6937 Fax: + 91 11 2327 1802 Email: [email protected] Email: [email protected]
Share Transfer Process Shares in physical forms are processed by the Registrar and Share Transfer Agents within 15 days from the date of receipt, if the documents are complete in all respects. The Managing Director & CEO, General Counsel & Company Secretary and Head-Secretarial have been severally empowered to approve transfers.
118 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements of for for and 119 % of cretary capital z. NSDL Shareholders 7,00,099 0.28 10,01,576 0.39 4,72,66,1513,01,10,938 18.55 11.82 25,47,56,278 100.00 Shareholders Number of Shares Percentage Corporate Governance Report % to capital% to Number of ) ` Amount ( 2017-18 2016-17 Shares shares in physical form and the total number of shares in dematerialised form (held with NSDL and CDSL). in dematerialised form number of shares and the total form in physical shares listed capital. The audit confirms that the total issued/paid-up capital is in agreement with the aggregate of the total number total of the with the aggregate The audit confirms issued/paid-up capital is in agreement total that the capital. listed with National Securitieswith National Depository Depository (NSDL) and Central Limited Services (India) issued (CDSL) and the total Limited in practice, certifying due compliance of share transfer formalities by the Company. by in practice, certifying formalities transfer of share due compliance Report of the Act and the Rules Their Audit complied with the applicable provisions has confirms that the Company FY 2017-18. The its Memorandum and Articles and the applicable SEBI Regulations. Listing Regulations of Association, under, made there Report. Report Audit Secretarial part forms of the Board’s Secretary A Company practice in admitted carriesthe total quarterly out a reconcile to Audit, Capital of Share Reconciliation of the Company has conducted Audit a Secretarial Secretaries, Company Practicing & Associates, Parikh of M/s. N. Parikh P. Mr. Se Company by a basis, on a half-yearly certificates been issued, of the Listing Regulations, Regulation 40(9) to have Pursuant Total Category group and promoter Promoter Resident Individuals 7,84,72,357 30.80 Foreign Holdings Foreign Institutions Financial Public Government/Government CompaniesOther Mutual Funds Companies, Nationalised Banks Company - Non BankingBodies Corporate Financial IEPF 2,78,705 71,871 1,83,55,012 7,84,99,569 0.11 0.03 7.21 30.81 1 to 5001 to 1,000501 to 2,0001,001 to 3,0002,001 to 4,0003,001 to 5,0004,001 to 10,0005,001 to 10,000Above Total 1,72,48,682 72,94,241 70,53,691 37,91,836 17,24,86,820 7,29,42,410 24,17,410 7,05,36,910 19,80,113 3,79,18,360 52,17,825 20,97,52,480 2,41,74,100 6.77 1,98,01,130 2.86 2,09,75,24,800 5,21,78,250 2.77 25,47,56,278 1.49 1,66,950 2,54,75,62,780 0.95 9,727 0.78 82.33 4,882 2.05 1,521 100.00 90.01 686 5.24 431 544 2.63 1,85,473 732 0.82 0.37 100.00 0.23 0.29 0.39 Range of Holdings Number of Percentage of Shares held in Physical form held in Physical of Shares Percentage with NSDLElectronic form with CDSLElectronic form 2.43 2.94 93.34 4.23 93.67 3.39 Distribution of Shareholding as on 31 March, 2018 as on 31 March, Distribution of Shareholding Secretarial Audit Secretarial Dematerialisation of shares and liquidity of shares Dematerialisation ʀ ʀ ʀ and CDSL.
vi trading on both the depositories, for available and are compulsorily traded in dematerialised form are shares The Company’s 2018 as on 31 March, Category of Shareholding traded on the BSE and NSE. regularly Ordinary are shares The Company’s Outstanding Global Depository Receipts (GDRs) or American 12. OTHER DISCLOSURES Depository Receipts (ADRs) or warrants or any convertible Related Party Transactions instruments, conversion date and likely impact on equity All related party transactions that were entered into during Not Applicable the FY 2017-18 were on arm’s length basis, in the ordinary course of business and were in compliance with the applicable Commodity price risk/foreign exchange risk and hedging provisions of the Act and the Listing Regulations. There were activities no materially significant related party transactions made by the Commodity price risk and hedging activities - Tata Chemicals Limited, Company with Promoters, Directors, KMPs or other designated India purchases a variety of commodities related to raw materials and persons which may have a potential conflict with the interest finished products for trading. The Company manages the associated of the Company at large. commodity price risks through commercial negotiation with The policy on related party transactions as approved customers and suppliers. by the Board is uploaded on the Company’s website at Foreign Exchange risk and hedging activities - Tata Chemicals www.tatachemicals.com Limited, India is exposed to foreign exchange risks on its imports of Statutory Compliance, Penalties and Strictures raw materials/trading goods/capital item purchases and borrowings The Company has complied with the requirements of the Stock denominated in foreign exchange. The Company has a robust internal Exchanges, SEBI and Statutory Authority on all matters related policy, approved by its Audit Committee, to manage foreign exchange to capital markets during the last three years. No penalties risks. Hedging is regularly carried out to mitigate the risks in line with or strictures have been imposed on the Company by these the approved policy. authorities. Plant Locations Whistleblower Policy and Vigil Mechanism
ʀ Indian Locations: The Company has adopted a Whistleblower policy and Vigil Mechanism to provide a formal mechanism to the Directors, Chemicals Division Mithapur 361 345, Okhamandal, employees and other external stakeholders to report their Gujarat concerns about unethical behaviour, actual or suspected Chennai Plant 317/2B, 317/2 C1, 317/2 C2, fraud or violation of the Company’s Code of Conduct. The Vayalur Road, Kiloy Village, policy provides for adequate safeguards against victimisation Sriperumbudur Taluk, of employees who avail of the mechanism and also provides Kancheepuram Dist. - 602 105 for direct access to the Chairman of the Audit Committee. No personnel of the Company has been denied access to the Nellore Plant Tata Chemicals Limited, Block 3 Audit Committee. (under construction) & 3A, APIIC Industrial Park, Phase Tata Code of Conduct for Prevention of Insider Trading II, Tada Mandal, Mambattu Nellore Dist - 524 401, Andhra Pradesh The Company has adopted a Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices ʀ Overseas Locations : under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code lays down guidelines for procedures to be USA - Chemical Soda Ash Tata Chemicals North America Inc., followed and disclosures to be made while trading in securities Green River Basin, Wyoming of the Company. UK - Chemicals Tata Chemicals Europe Limited: Mr. Rajiv Chandan, General Counsel & Company Secretary, (i) Lostock has been appointed as the ‘Compliance Officer’ for ensuring the compliance with and for the effective implementation of (ii) Winnington the Regulations and the Code across the Company. Mr. John (iii) Middlewich Mulhall, Chief Financial Officer, has been designated as the ‘Chief Investor Relations Officer’ to ensure timely, adequate, Kenya - Chemicals Tata Chemicals Magadi Limited, uniform and universal dissemination of information and Lake Magadi, Kenya disclosure of Unpublished Price Sensitive Information. The details of dealing in the Company’s securities by Designated Address for correspondence Persons are placed before the Audit Committee on quarterly basis. Tata Chemicals Limited Anti-Bribery and Anti-Money Laundering Policy Bombay House, 24, Homi Mody Street, The Company has, from time to time, taken important steps Fort, Mumbai - 400 001 for establishing and reinforcing a culture of business ethics. In Tel. No.: +91 22 6665 8282 view of our increasing global footprint and to align our work Fax No.: +91 22 6665 8144 practices with regulations mandated for such multi-geography Email : [email protected] operations, the Board has adopted the Anti-Bribery and Anti- Website: www.tatachemicals.com Corruption Policy along with the Anti-Money Laundering Policy.
120 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 121 Corporate Governance Report qualification in the Company’s financial statements. The statements. financial qualification in the Company’s adopt best practices ensure continues to to Company of unmodified audit opinion. regime time) and the time to from (electedthe Board by separate. & CEO remained Managing Director Committee. The Internal reports the Audit to Auditor is no audit there under review, During the year of the Chairman The position of meetings of the Board Regulation 17(8) read with Part B of Schedule II to the Listing the Listing II to Schedule B of Part with read 17(8) Regulation pertainingRegulations certification CEO/CFO to the year for 2018. ended 31 March, Mandatory Requirements Corporate to relating of the Listing Regulations requirements Governance. non-mandatory of the Listing Regulations requirements of compliance The status Governance. Corporate to relating in Regulation with the non-mandatory listed requirements II of the Listing Regulations E of Schedule with Part 27(1) read is as under: ʀ ʀ ʀ
the mandatory has complied with all The Company Requirements Non-Mandatory following has complied with the The Company http://www.tatachemicals.com/upload/content_pdf/posh-policy.pdf http://www.tatachemicals.com/about-us/Leadership-team/Board-of-directors http://www.tatachemicals.com/upload/content_pdf/tatachem-terms-conditions- appointment-2018.pdf http://www.tatachemicals.com/upload/content_pdf/familiarisation-programme-hours- fy-2017-18.pdf http://tatachemicals.com/upload/content_pdf/tatachemicals-remu-managerial-policy.pdf http://www.tatachemicals.com/upload/content_pdf/Policy_on_Materiality_for_ Disclosures1.pdf practices.pdf http://tatachemicals.com/html/Investors/unclaimed-dividends.html official as the Compliance Officer Compliance official as the responsible who shall be Policies, Under the above of the Policies. implementation for Officers Compliance functional a reporting have about the Chairman to of the Audit the Policies violation of any said Policies of the cases of breach Aggravated Committee. of the Company. of Directors the Board to shall be escalated the Listing Regulations and policyper Regulation 23 of on under of Documents and Preservation as required Archival on the available Regulations are Regulation 9 of the Listing at www.tatachemicals.com. of the Company website Statements (Ind with the Indian Standards AS) to accordance Accounting specified under Standards comply with the Accounting Section Rule 3 of the Companies with 133 of the Act, read 2015 and the relevant Rules, (Indian Standards) Accounting of the Act, as applicable. provisions Officer with certified in accordance have the Board to Corporate Social ResponsibilityCorporate Policy of of the Board and Profile Composition Directors of Appointment of Conditions and Terms http://www.tatachemicals.com/upload/content_pdf/csr-policy_20161012071424.pdf Independent Directors Independent for Programme Familiarisation Directors Key Managerial Directors, for Remuneration Policy and Other Employees Personnel Directors Non-Executive of Conduct for Code on determination of MaterialityPolicy for http://www.tatachemicals.com/upload/content_pdf/TCOC-non-executive-directors.pdf Disclosure(s) on determining MaterialPolicy Subsidiaries Practices Disclosure of Corporate Code http://www.tatachemicals.com/upload/content_pdf/material_subsidiary.pdf of Documents and Preservation PolicyArchival http://www.tatachemicals.com/upload/content_pdf/Archival_Policy_1.pdf the details of unclaimed dividend by For http://www.tatachemicals.com/upload/content_pdf/code_of_corporate_disclosure_members Particulars of Conduct Code Tata Transactions Party on Related Policy PolicyWhistle Blower Dividend Distribution PolicyWorkplace of Sexual Harassement at Prevention http://www.tatachemicals.com/upload/content_pdf/tcl_rpt_policy.pdf (POSH) Policy http://www.tatachemicals.com/upload/content_pdf/TCOC_2015_Booklet.pdf http://www.tatachemicals.com/upload/content_pdf/tcl-dividend-distribution-policy.pdf details/links Website http://www.tatachemicals.com/upload/content_pdf/whistle_blower_policy.pdf WEBLINKS OF CORPORATE POLICIES AND OTHER DOCUMENTS AND OTHER POLICIES WEBLINKS OF CORPORATE under the Listing Regulations Policies on Determination as of Materiality Policy Disclosure for of Financial in preparation Treatment Accounting in Statements the Financial has prepared The Company Certification CEO/CFO and the Chief Financial (CEO) The Managing Director a senior appoint to Company the policies require The above DECLARATION BY THE MANAGING DIRECTOR & CEO
I, R. Mukundan, Managing Director & CEO of Tata Chemicals Limited, hereby declare that all the members of the Board of Directors and the Senior Management personnel have affirmed compliance with the Code of Conduct, applicable to them as laid down by the Board of Directors in terms of Regulation 26(3) of the Listing Regulations for the year ended 31 March, 2018.
For Tata Chemicals Limited
R. Mukundan Managing Director & CEO Mumbai, 18 May, 2018
PRACTISING COMPANY SECRETARIES’ CERTIFICATE ON CORPORATE GOVERNANCE
TO THE MEMBERS OF TATA CHEMICALS LIMITED
We have examined the compliance of the conditions of Corporate Governance by Tata Chemicals Limited (‘the Company’) for the year ended on March 31, 2018, as stipulated under Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D & E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’).
The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited to the review of procedures and implementation thereof, as adopted by the Company for ensuring compliance with conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations for the year ended on March 31, 2018.
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. For Parikh & Associates Practising Company Secretaries
P. N. Parikh FCS: 327 CP: 1228 Mumbai, May 18, 2018
122 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 123 14.28 Crore ` in ` 17.47 crore FY 2017-18 FY 2017-18 ` Consolidated Consolidated 254.82 254.82 3,524.17 10,345.36 1,766.96 2,433.08 in Crore ` Standalone CSR spend as per Section 135 VII of the with Schedule read Act, 2013 : Companies crore (1.70% of Average Net of Average (1.70% crore last 3 years) for Profit Overall CSR spend: Business Responsibility Report Promotion and development of traditional arts and development Promotion and handicrafts rural sports promote to Training Relief Minister’s the Prime Contribution to the Central other fund set up by and any Fund socio-economic for Government development Castes, of the Scheduled and welfare and relief other backward castes, Tribes, Scheduled minorities and women Promoting health care including preventive including preventive health care Promoting healthcare Sanitation and making clean drinking available water education including special education Promoting elderly women, and especially amongst children, abled the differently skillsEmployment enhancing vocation especially elderly women, and the amongst children, abled differently enhancement projects Livelihood empowering women, gender equality, Promoting and women for setting up homes and hostels orphans faced by inequalities reducing for Measures socially and economically backward groups art of natural heritage, and culture Protection poverty and malnutrition Eradicating hunger, ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ incurred: As per Schedule VII of the Companies Act, 2013. Act, of the Companies VII As per Schedule incurred: Total profit after taxes, after taxes, profit Total joint of of profit share non- and ventures interests controlling and (Continuing Operations) Discontinued spending on Total Social Corporate as Responsibility (‘CSR’) after of profit percentage tax (%) Particulars up capital Paid operations from Revenue FY 2017-18 3 4 Sr. Sr. No. 1 2
5. has been in 4 above List of activities in which expenditure (I) Development Social & Community Total
Section B: Financial Details of the Company as on as on the Company Details of Section B: Financial 2018 31 March, 1 April, 2017 – 31 March, 2018 2017 – 31 March, 1 April, Tata Chemicals Limited Chemicals Tata Bombay House, 24 Homi Mody Street, 24 Homi Mody Street, House, Bombay All hand tools [email protected]; [email protected]; www.tatachemicals.com Sriperumbudur, Mumbai, Noida, Ahmedabad, Mumbai, Noida, Ahmedabad, Sriperumbudur, Haldia Babrala and - Pune, Innovation Centre (Disconinued Operations) subsidiaries in USA, UK, Kenya and Singapore Operation) 8 - Mithapur, Number of key National Locations: purifier Water Swach – Tata its 4 - through Number of International Locations: Cement Sodium Bicarbonate, Chemicals: Soda Ash, Spices Edible Salt, Pulses, Solutions inputs (Discontinued Mixed fertilizers and Agri Urea, Nutritional Group107 Description 201239 salt food-grade of salt into Processing 089 Manufacture of Chemicals and Fertilizers* 081 Manufacture of Clinkers and Cement 462 Salt production by evaporation of sea water 477 Quarrying/mining of Limestone Wholesale of Pulses 360 machinery Retail sale of seeds, equipment and Purifiers Water and Program Implementation International: L24239MH1939PLC002893 manufactures/provides (as in balance sheet): (as in balance manufactures/provides ʀ ʀ undertaken the Company: by ʀ ʀ ʀ ʀ ʀ As per National Industrial Classification – Ministry of Statistics activity code-wise): Fort, Mumbai - 400 001 Fort, [email protected] * Discontinued Operations 10. - Local/State/National/ served the Company Markets by
Section about the Company Information A: General 1. of the Company: Identity Number (CIN) Corporate 2. address: Company: Name of the 3. Registered Business Responsibility Report for Financial Year 2017-18 Financial for Report Responsibility Business
8. products/services key the Company that List three
9. business activity where number of locations is Total
7. engaged in (industrial is Sector(s) Company the that 4. Website: reported: Year 6. Financial 5. E-mail id: 5. E-mail ʀ Rural development projects Section D: BR Information
ʀ Office salary, miscellaneous expenses, general 1. Details of Director/Directors responsible for BR: expenses a) Details of the Director/Directors responsible for (II) Environmental & Conservation of Natural Resource implementation of the BR policy/ policies: Projects ʀ DIN Number: 00778253 Ensuring environmental sustainability, ecological ʀ Name: Mr. R. Mukundan balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and ʀ Designation: Managing Director & CEO maintaining quality of soil, air and water. b) Details of the BR head: (III) Donations exempt under Section 80G, 35AC of the Income Tax Act, 1961 in areas other than the above Sr. Particulars Details No. Donation to other institutions including for disaster 1. DIN Number (if 07478885 relief work and other activities. applicable) Section C: Other Details 2. Name Ms. Alka Talwar 3. Designation Chief CSR and Sustainability Officer 1. Does the Company have any Subsidiary company/ companies? 4. Telephone Number 022-6643 7530 5. E-mail id [email protected]; Yes. The number of subsidiary companies of Tata Chemicals [email protected] Limited as on 31 March, 2018: 36 2. Principle-wise (as per NVGs) BR Policy/policies (Reply in 2. Do the Subsidiary company/companies participate in the Y/N): BR initiatives of the parent company? If yes, then indicate The National Voluntary Guidelines on Social, Environmental the number of such Subsidiary company(s) and Economic Responsibilities of Business (‘NVGs’) released Yes. by the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility. These briefly are as under: Tata Chemicals Limited encourages its subsidiary companies to participate in its group wide Business Responsibility (BR) P1 Businesses should conduct and govern themselves with initiatives on a wide range of topics. All subsidiaries are aligned Ethics, Transparency and Accountability. to the activities under the aegis of Tata Group. P2 Businesses should provide goods and services that are 3. Do any other entity/entities (e.g. suppliers, distributors safe and contribute to sustainability throughout their life etc.) that the Company does business with; participate in cycle. the BR initiatives of the Company? If yes, then indicate the P3 Businesses should promote the well-being of all percentage of such entity/entities? [Less than 30%, 30- employees. 60%, more than 60%] P4 Businesses should respect the interests of and be We do not mandate that our suppliers and partners participate responsive towards all stakeholders, especially those in the Company’s BR initiatives; however, they are encouraged who are disadvantaged, vulnerable and marginalized. to do so. P5 Businesses should respect and promote human rights. Less than 30% P6 Businesses should respect, protect and make efforts to restore the environment. P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner. P8 Businesses should support inclusive growth and equitable development. P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner.
124 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 125 Y Care) (Responsible Y (UN GRI) Global Compact- Y (Tata to NVG) to Code of Code Conduct conforms conforms Y NA (ISO- 14001) Business Responsibility Report Y (SA-8000) Y GRI) Compact- (UN Global Y 18001) (OHSAS – Y (RC/ ISO14001) YY Y Y Y YY Y Y YY Y Y Y YY Y Y YY Y Y Y YY Y Y YY Y Y Y YY Y Y Y YY Y YYY YYYYY YY- Y - Y-Y- Y YYY YYYYY Y YY Y YYY YYYYY Y GRI) Compact- (UN Global http://sustainability.tatachemicals.com/assets/e-book/tata-chemical-sustainability-2017/index.html Nations Global Compact (UNGC). (OHSAS – 18001), Responsible Care (RC-14001), Social Accountability (SA-8000), Global Reporting Initiative (GRI-G4) and United in a position to formulate and implement the formulate in a position to policies on specified Principles the task for available resources manpower in consultation with the relevant relevant in consultation with the stakeholders? Question P1 P2 P3 P4 P5 P6 P7 P8 P9 the Board? by MD/ signed has it been If yes, Owner/CEO/appropriate Board Director? National/International standards? Specify (50 words)* Yes, If specified committee of the specified committee oversee Board/Director/Official to the implementation of the policy? be viewed online? be viewed all to communicated internal and externalrelevant stakeholders? structure to implement the structure to policy/policies? grievance redressal mechanism redressal grievance the policy/policies to to related grievances stakeholders’ address the policy/policies? to related independent audit /evaluation of the working of this policy by an internal or external agency? 2. it finds itself is not at a stage where Company The 3. financial or does not have Company The 4.5. It be done within next is planned to six months 6. It be done within next is planned to one year (please specify) other reason Any Sr. No.Sr. Question1. the Principles has not understood Company The P1 P2 P3 P4 P5 P6 P7 P8 P9 1. a policy/policies have Do2. for you Has the policy been formulated Y Y Y Y Y Y Y Y Y Sr. Sr. No. 4. Has the policy by been approved 3. Does the policy any to conform 5. a have Does company the 6. the policy Indicate the link for to 7. Has the policy been formally 8. in-house have Does company the 9. a have Does company the 10. carried company Has the out * Note – Our Policies are linked to the following National/International Standards:- International Organisation for Standardisation (ISO-9001, ISO-14001), Occupation Health and Safety Assessment Series (Tick why: 2 options) please explain up to ‘No’, is principle, 1 against any No. Sr. to If answer (b)
Y / N): (Reply in (a) Details of compliance 3. Governance related to BR: Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout their life ʀ Indicate the frequency with which the Board of cycle Directors, Committee of the Board or CEO assesses the BR performance of the Company. Within 3 1. List up to 3 of your products or services whose design has months, 3-6 months, Annually, More than 1 year: incorporated social or environmental concerns, risks and/ or opportunities. Within 3 months Our Living Essentials product range aims to provide ʀ Does the Company publish a BR or a Sustainability nourishment and nutrition to millions of consumers across Report? What is the hyperlink for viewing this India. Through the freshly launched Tata Sampann, we offer report? How frequently it is published? high-protein unpolished pulses and aromatic spices, designed Yes, the Company publishes BR and Sustainability report for the modern Indian household. Packed with the promise of both apart from Annual Report on an annual basis. wholesome nutrition, and a guarantee of purity and freshness, In accordance with the IIRC Framework, Tata Chemicals Tata Sampann pulses and spices are available in 16 states across has included an Integrated Report
126 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 127 Business Responsibility Report Parameter (Mithapur) replaced Lime stone Sulphur Sludge (Haldia) 84.04% 0.29% 2017-18 and services from local and small producers, including and services small producers, local and from If yes, of work? their place surrounding communities the capacity and improve to been taken have steps what capability vendors? of local and small local contractors and service has promoted the Company years, the them opportunities. and provides Additionally, providers skills development has also promoted and livelihood Company in the neighbouring various community and training through has also The Company community programs. development capacity. improve to training center established an apprentice also keeps of suppliers exploringThe Company development and economically backward socially under communities from regulatory helping them with its Affirmative Action Program capacity training and other technical building processes, the of vendors efforts so that they can become registered of now also vendors are these vendors of Many organisations. TCL. besides other organisations of of recycling is the percentage what If yes, and waste? as <5%, 5-10%, >10%). (Separately products and waste? or so. in about 50 words details thereof, provide Also, sources optimisation, use of alternative of resource philosophy by innovation. and reuse” “recycle and maximisation of 84.04% of virgin replaced In have 2017-18 we initiative. fly ash, with recycled material likelimestone fines, limestone is the first of Our soda ash filtration system etc. effluent solids, out of the wastewater its kind filtered in the world and solids are (ESF) Filter Effluent Solids solids i.e. Filtered filters. using Larox makecake to cement. is utilized Ministryoil) is recyclable sent to and and of Environment In recyclers. our collaboration with (MoEF) approved Forests agent, cooling toughening chemical suppliers (Urefix-Urea reuse taken to up an initiative have we chemicals), tower empty plastic drums. 31 March, 2018 31 March, temporary/contractual/casual basis: employees: 4. goods procure to steps any taken the Company Has Over the program. development has a vendor the Company Yes, 5. products recycle a mechanism to have Does the Company with the basic integration on effective focuses The Company Our cement plant at Mithapur wealth to is unique waste (spent catalysts and used/waste waste Most of our hazardous recycled input materials: of materials used that are Percentage Principle 3: Businesses should promote the well-being of all the well-being 3: Businesses should promote Principle employees 1. number of employees: Total the Please indicate Chemicals India operations as on Tata in 2,327 Employees 2. on hired employees number of Total the Please indicate 3. 2018 4,174 as on 31 March, women the number of permanent Please indicate 2018 138 as on 31 March, Safe drinking Safe is a water water, raw material, etc.) material, raw water, Tata Swach: Tata – achieved since the previous year throughout the throughout year the previous since achieved chain? value At Mithapur, production our process. is an input to Water in Specific 5.04% reduction achieved we use in the our water also improved We consumption. Sriperumbudur facility in by achieving 4.5% reduction the consumption during 2017-18 from Water Specific year. previous year? the previous since has been achieved water) final products such as produce to the customers for annually set target The Company etc. detergents, glass, consumption, waste water efficiency, energy improve to products intermediate produce to management, etc. the customers. for it does electricity in saving customers Also, at their end. not make use of harmful chemicals. the for that it actssuch a way as nutritional ingredient customers. basic human need and its non-availabilitybasic human been has Swach Tata The vision for a major concern worldwide. borne of water the incidence diseases by reduce is to Swach Tata making drinking safe all. to accessible water purification which household water is an offline system This purifies without electricity water water. or running cartridge a new filter Swach launched that Tata year drinking of clean 6000 litres upto provided water. Water Purifier Water sustainable sourcing (including transportation)? If yes, (including transportation)? Ifsustainable sourcing yes, sustainably? sourced inputs was of your percentage what or so. 50 words in about details thereof, provide Also, This includes selection. vendor for and has established process of Conduct, Code Tata various principles and guidelines; like Global Reporting Compact, Nations Global United Initiative, Social Accountability-8000, ISO certification, etc. full load based been taken up: efficient fleet access, have transportation, of packaging Bulker reuse material, movements Bulkers to Lupa patented of German– deployment designed carbon footprint. help reduce eliminating the efforts minimisation of waste, prevention, Itof packaging, loading and unloading. has an approximate plastic bags 3 million capacity and can replace of 25 tonnes each year. per unit of product (optional): respect of resource use (energy, use (energy, respect of resource supplier sustainability has developed code the Company Yes, sustainable transportation, interventions the following For pollution Bulker helps in continuing journey towards i. Reduction during sourcing/production/distribution sourcing/production/distribution during Reduction i. production of solar salt which for use solar energy We ii. (energy, Reduction consumers usage by during products intermediate are produce Chemicals which we electricity purifier zero consumes which helps Water 3. quality ensure of the products in we segment, In Food for in place procedures have Does the Company 2. in details the following each such product, provide For (iv) 4. Please indicate the number of permanent employees with that help balance both the needs of the community and our disabilities: long term strategic growth. 9 as on 31 March, 2018 3. Are there any special initiatives taken by the Company 5. Do you have an employee association that is recognized to engage with the disadvantaged, vulnerable and by management: Yes marginalised stakeholders? If so, provide details thereof, in about 50 words or so. 6. What percentage of your permanent employees are members of this recognised employee association?: ʀ Yes. The Company follows an integrated development Approximately 35% approach, which specifically targets the disadvantaged, vulnerable and marginalised stakeholders. 7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual ʀ At Tata Chemicals Limited, it has been our constant harassment in the last financial year and pending, as on endeavour to focus on inclusive and collaborative the end of the financial year. growth. We began our journey a few years back by focusing on Affirmative Action i.e. disadvantaged Sr. Category No. of No. of communities and while we continue to progress on No. complaints complaints this road-map, we expanded our focus on diversity filed during pending as to additionally cover gender diversity, disadvantaged the financial on end of the regions and the differently abled – all of which we year financial year believe are important segments that can help us create 1 Child labour/forced labour/ NIL NIL a more sustainable organisation for the future. Towards involuntary labour this objective, we have reconstituted our current 2 Sexual harassment 4 NIL Affirmative Action Council into a Diversity Council. 3 Discriminatory NIL NIL The Company has instituted Diversity Council (DC) led employment by Managing Director and senior leaders to focus on 8. What percentage of your under mentioned employees these four areas. The Company’s leadership drives the were given safety and skill up-gradation training in the Affirmative Action agenda across the organisation with last year? passion and commitment. ʀ The Company’s inter-related development interventions ʀ 77% of permanent employees have undergone training for safety, compliances and skill up-gradation. are named as BEACoN (Blossom – Enhance – Aspire – Conserve – Nurture) ʀ It is mandatory for all employees to go through the safety training at sites. Refresher on safety is also ʀ All social initiatives are being conducted under these conducted on regular basis. At non-sites we conduct five verticals, around the Company’s three areas of safety committee meetings and drills for all employees. operation. It follows an integrated development Last year, we conducted programs on road safety for approach to improve the quality of life, especially employees in offices. Drivers were also covered in this in their neighbourhoods and for the farmers. As per program. the need assessment, the SC/ST community across the three regions aspire for better education, health Principle 4: Businesses should respect the interests of, and be care, agriculture/animal husbandry extension, better responsive towards all stakeholders, especially those who are livelihood skills and employment. disadvantaged, vulnerable and marginalised ʀ The Company’s entry level recruitments like Diploma 1. Has the Company mapped its internal and external Engineer Trainees, Graduate Engineer Trainees and stakeholders? Yes/No Management Trainees focuses on colleges with areas Yes. The Company has mapped its stakeholders as a part of its dominant in SC/ST like the North East. Our internal job stakeholder engagement strategy development process. posting initiative ‘SHINE’ is further enhanced to include referrals for candidates from the economically and 2. Out of the above, has the Company identified socially backward communities. Indirect employment the disadvantaged, vulnerable and marginalised is also being provided at Mithapur and Babrala through stakeholders? our rural Business Process Outsourcing (‘BPO’) – Uday Yes. We have a defined process for identifying key communities, Foundation and ChemConnect, which enables the their needs and prioritising interventions. Our key community business to outsource some of its non-core activities. consists of areas in and around our manufacturing sites. Criteria Seamlessly Harnessing Internal Expertise+ (SHINE+) for selection of key community are based on our Mission, is a corporate initiative, which has higher reward Vision and Values (MVV), neighbourhood of the area where for shortlisting of candidates that help improve the we operate, impact on society and benefit to underprivileged Company’s employee diversity especially for gender people. The needs are identified through various listening diversity, social and economically backward regions and and learning methods, participatory rural appraisal, need communities and for differently challenged candidates. assessment, etc. The needs are prioritised based on parameters
128 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 129 http://sustainability.tatachemicals. Business Responsibility Report aquatic birds, who use this space to roost and breed. We We and breed. roost who use this space to aquatic birds, them. be good hosts to continue to Chemicals business to for valuation of natural capital program Natural Capital Coalition. by developed pilot the protocol has taken support up to its chemicals the biodiversity around business. (WFP) Footprint Water assessment for (CFP) and Footprint we assessments, Based on these taken up. were all sites change and water climate for and strategy derived targets for is the strategy management. Our Mission Jal program the value chain. through outcomes footprint water addressing gas emissions implement cost-effective greenhouse to best practices. in line with emerging reductions initiatives It important is becoming increasingly evaluate be able to to the material risks to and of a specific company exposure both in its direct opportunities change, by climate presented uses the power The Company operations and in its value chain. the improve to disclosure and information of measurement responds The Company risk.management of environmental This and CDP Supply chain. Water CDP Carbon,to CDP water change, implement climate to enables the organisation management and supplier engagement strategies. the impacts on nearby of our operations biodiversity and periodically. environment surrounding alkalineat Mithapur highly conditions site, soil conditions at balance the ecological has restored the Company Babrala site, by converting habitats lands into in the surrounding waste greenbelt. conservation at as Mangrove such and regeneration programs Aila affected near Mithapur Coast for at East Coast and West of Sundarban near Haldia. region biodiversity reserve with the plantation project, implemented preserve to seeks support indigenous volunteers, of employee of land have of 150 acres a total Under the project, vegetation. species of vegetation. with 133 native been afforested continue We area. Babrala township the same at improving ‘Dharti Ko support to species conservation efforts the through detailed in the community support programs section. Arpan’ com/assets/e-book/tata-chemical-sustainability-2017/index.html visit - information more For a number of migratory habitat for a safe Our salt works provide on initiative Group Tata adopted has also Organisation The which the Organisation of Salt pan is another initiative Greening key Carbon study for products, (‘LCA’) Assessment Cycle Life carbon the companies action facilitates initiative CDP’s Impact conduct assess studies to Environment Assessment We conditions/semi-arid operating in harsh ecological While is triggering continual improvement towards Our commitment preserving biodiversity of Okhamandal, conducted we For Bio-diversity for the process initiated mapping and have We Biodiversity ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ ʀ Water management, Water Footprinting, Carbon Footprinting Carbon Footprinting, Water management, Water opportunities for carbon abatement, investing in opportunities carbon investing abatement, for opportunities and tapping into low carbon growth low carbon technologies. by the emerging presented low carbonIt growth levers, has identified abatement opportunities opportunities and carbon offset The carbon measures abatement that end. towards chosen on the basis of the techno-commercialare of implementation, maturityfeasibility and availability of emissions and the magnitude of technologies internal has adopted the Company reduction. Moreover, carbon address pricing to as an additional indicator fertiliser from the divestment With issues. environment on targets of resetting in the process are we business, change adaption. carbon and climate abatement Climate Change Policy which is an integral part of the part which is an integral Change Policy of the Climate in growth help the organization’s to strategy Company’s a Carbon conscious manner. (SHE), Corporate Sustainability, Community Sustainability, (SHE), Corporate Development; extend support all stakeholders to This also helps value chain. influencing the entire impacts the beyond in sustaining environmental responsibility. social limits and addresses prescribed Guidelines to extend the reach for capturing for extendGuidelines to the reach the sustainability its suppliers. aspect data from also works with Government, The Company projects Non-Governmental on different Organizations protection. environmental for includes: identifying which has strategy, Company The Group’s Tata has adopted Chemicals Limited Tata Yes. Health & Environment policies - Safety The Company’s has made Supplier Sustainability The Company global environmental issues such as climate change, change, issues such as climate global environmental for hyperlink please give Y/N. If yes, etc? global warming, etc. webpage only the company or extend to the Group/Joint Ventures/ the Group/Joint to or extend only the company Suppliers/Contractors/NGOs/others? Itsof Human Rights. policies support, the protect and respect The Human Rights as indirect employees. of its direct as well these aspects. Sustainability addresses Policy was satisfactorily percent year and what the past financial Management? the by resolved Ventures/ the Group/Joint to or extends Company Suppliers/Contractors/NGOs/Others? ʀ ʀ ʀ ʀ
2. address to strategies/initiatives have the Company Does
of the International Principles Declaration follows The Company 2. in received been have complaints stakeholder many How efforts and make protect respect, 6: Businesses should Principle Human Rights with respect None to violation. environment the restore to 1. only the 6 cover Principle to Does the policy related Principle 5: Businesses should respect and promote human human respect should Businesses 5: and promote Principle rights 1. rights cover on human Does the policy of the Company 3. Does the Company identify and assess potential for Chemicals business to pilot the protocol environmental risks? Y/N developed by Natural Capital Coalition. Yes. We have formal process for Enterprise Risk Management. - Greening of Salt pans is another initiative which Through enterprise risk management process and SWOT the Company has taken up to support the (Strength Weakness Opportunity Threat) analysis, potential biodiversity around its chemicals business. environmental risks are identified at business level. The identified ʀ Waste Management risks are assessed. Relevant action plans are prepared for the mitigation of risks and it is periodically reviewed. The Company - Well integrated mechanism to maximize the has also adopted ISO 140001 and is a signatory to Responsible waste utilisation within the operations Care which guides the Company as and when required. Aspect- - Emphasising to develop value added product Impact analysis with rating system is in place for assessing out of waste such as developed Green Bricks out operational environmental impacts at site. Impact register is of Sulphur rich Fly ash periodically reviewed for keeping it updated and for improving - Unique set-up of Cement plant to absorb waste environmental performance. Environmental Management generated out of other plants within the Mithapur Plan (EMP) is in place for mitigating the environmental impacts operations thus reducing operational environmental risks. The Company has also initiated LCA for its major products to estimate ʀ Green Packaging application environmental impact over its life cycle. - Reusing secondary packaging in most products 4. Does the Company have any project related to Clean to reduce Carbon Footprint Development Mechanism? If so, provide details thereof - Piloting the use of recyclable packaging in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed? ʀ Organic Produce Yes. Clean Development Mechanism (CDM) is an integral part - Promoting Bio-fertilizer to support Organic of the Company’s strategy for carbon conscious growth of the produce organisation. Tata Chemicals Limited got registered 2 CDM - Neem coated Urea to promote pesticides free projects in 2004 and 1 CDM project in 2005. As on date, we Agri-produce as well as to mitigate Green House do not have CDM projects but now it has become an unsaid Gas (GHG) emissions practice to assess CDM potential in each and every project and ʀ Green Supply Chain to address the same in the feasibility report of the project. - Maximizing Rail transportation 5. Has the Company undertaken any other initiatives on - clean technology, energy efficiency, renewable energy - Full load basis transportation and preference to etc? Y/N. If yes, please give hyperlink to web page etc. bulker movements Yes. As per Tata Chemicals’ strategy of Carbon conscious Besides this, Tata Chemicals also endeavours to reduce indirect growth, the Company has taken various initiatives to address energy consumptions. Some of the initiatives are as follows: clean technology, renewable energy and energy efficiency, - Preventive and reliability centered maintenance, etc. Abatement levers have been identified during carbon etc. to reduce downtime and smooth operations footprint base line study which is an integral part of the Long Term Sustainability Planning (LTSP) to identify key projects in - On–Off Timer system has been implanted in the journey of green operations. Some of the initiatives taken all road streets light. Changed florescent bulb by the Company are as follows: instead of mercury light. ʀ Renewable Source of Energy - Low voltage Variable Frequency Drives for throttled and recirculation applications. - Solar energy to produce solar salt and in turn soda ash at Mithapur - Premium efficiency motors to replace rewound motors - Solar light and Solar water geyser at Babrala Residential Complex - Thermograph audits and actions for steam distribution network - Hot Air Generator (HAG) (Fuel shift from Furnace Oil to Biomass and Coal) at Haldia 6. Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for the - 150 KW Solar PV installed at Babrala financial year being reported? ʀ Natural Capital Accounting & Biodiversity Ecosystem Yes - Natural Capital Accounting profile has been 7. Number of show cause/legal notices received from CPCB/ completed for Fertilizer business under CII- IBBI (Confederation of Indian Industry - Indian SPCB which are pending (i.e. not resolved to satisfaction) Business and Biodiversity Initiative) initiatives as on end of Financial Year. - The Company has also adopted Tata Group There is no pending or unresolved show cause/legal notices initiative on valuation of natural capital program received from CPCB/SPCB as on end of FY 2017-18.
130 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 131 External assessors External assessors External Internal & external every Year 3rd Beneficiaries Remark Beneficiaries of the program Beneficiaries of the program People from Backward from People classes on Education, Employment, & Entrepreneurship Employability a) Community members a) Community b) Beneficiaries of project Leaders c) Panchayat d) Vendors Business Responsibility Report – Empowerment is the underlying is – Empowerment in theme assessment Name of the on investment on investment (SROI) assessment Affirmative Action Program Assessment satisfaction Index Sr. Sr. No. 4. Social Return 4. Social 3. External 2. Tata 1. Community Empowerment Inclusion backward of the socially population all the programs. & scheduled tribe caste and scheduled women especially the is done in all programs. population Relief Programs our country. www.okhai.org visit www.tcsrd.org; NGO/ foundation/external in-house team/own other organisation? structures/any government Rural Chemicals Society for Tata the through implemented are Development (‘TCSRD’) protect 1980 to which was set up in and nurture Since then the Company rural populations. such as the Golden organisations has set up other focused and Okhai-Centre foundation for Uday Jubilee Foundation, work with partners agree and We who respect empowerment. worked has always in TCSRD CSR values. core Company’s our to partnership voluntary with government agencies, and bodies The Company local authorities in implementing CSR initiatives. has partnered with various government and non-government (Water and WASMO Trust, Tata such as Sir Ratanorganisations NABARD (National Sanitation Management Organisation), Rural Development), and American India Agriculture Bank for of India. Trust Wildlife and Foundation doing impact party assessment, social audit by third and by Analysis. Sustainability Framework Tata assessment as per A community satisfaction survey is carried out yearly to of reach of the community, understand the perception and the satisfaction of the community. level programs community the impact being conducted of the program, for satisfaction, planning. need identification & future Chemicals continues its support which hits disaster any to Tata further please and achievements on projects information For 2. undertaken the programmes/projects through Are Social Responsibility Corporate (CSR) projects Company’s The 3. initiative? impact of your assessment done any you Have Impact basis by of activities on a regular is measured Yes. various types are of annual social assessment that are There mentioned below:- List of assessments are - Maintain ecological balance and conserve- Maintain ecological natural - Enhance income of community. - Capacity of local and empowerment building - improve the health status of community through - improve - Facilitate and empower local communities to seek local communities to and empower - Facilitate Skill Development and skill building Governance and administration reform Inclusive action and affirmative development Economic/sector Sustainable business for Principles association? If Yes, name only those major ones that your your major ones that name only those Yes, Ifassociation? with. business deals of in Confederation Itand fertilizer industries. is represented Indian Industry (CII), Indian (ICC),Council Chemical Fertilizer Union Chambers of European Council of IndiaAssociation (FAI), Chamber of Commerce Bombay in India (EUCCI), of Commerce, and and Industry of Commerce Chambers Associated (BCCI), Industry All India (ASSOCHAM), Management Association also member of International and Fertilizer etc., (AIMA), American Institute - Engineers of Chemical (IFA), Association etc. (AIChE-CCPS), Safety Process Chemical for Center of public good? or improvement the advancement for Yes/No and Governance box: (drop areas specify the broad If yes, Development Inclusive Reforms, Economic Administration, Sustainable Security, Food Water, Security, Energy Polices, Others) Business Principles, areas: in the following ʀ ʀ ʀ ʀ ʀ advocacy. 8? If Principle projects to in pursuit of the policy related details thereof. yes, the policy and follows of Sustainable programs development Development, participatory and transparency. approach – (Blossom – Enhance – Aspire been named as BEACoN have Conserve – Nurture): Blossom handicraft sustainable and replicable communities through model. development Enhance Aspire functional and skills education enable sustainable socio- to economic development. Conserve participatory through environmental resources for approach sustainability. Nurture measures. and curative preventive in the chemical role stewardship has a The Company Yes. 2. associations above / lobbied through advocated you Have Yes has participated The Company in industry body consultations Principle 7: Businesses, when engaged in influencing public and public in influencing engaged when Businesses, 7: Principle manner do so in a responsible should regulatory policy, 1. chambers or and trade of any a member Company Is your uses for of Conduct is the guide that the Company Code Tata and 8: Businesses should support growth Principle inclusive equitable development 1. specified programmes/initiatives/ have Does the Company towards approach an integrated follows the Company Yes, community interventions overall development The Company’s
4. What is the Company’s direct contribution to community double the income of farmers in 4 years. During the 3rd year development projects - Amount in INR and the details of of the project, approximately 2,500 farmers were benefited. the projects undertaken? The farmers have been linked with mobile based agriculture For the financial year 2017-18 the overall spend on CSR is support service which has helped the farmers get services as ` 17.47 crore. and when required and at the right time. The Company’s inter-related development interventions are TCSRD has also been continuously involved in strengthening the named as BEACoN (Blossom – Enhance – Aspire – Conserve – community based organisation for ensuring the sustainability Nurture): of the programs. TCSRD has formed 37 farmers groups which also include women members. TCSRD has provided training on Blossom - Capacity building and empowerment of group governance and democratic decision making process local communities through sustainable and replicable and is planning to develop a Farmer Producer Company. handicraft development model Four Agriculture Information Centres have been started in four Promotion and development of traditional handicrafts – Okhai villages which is helping the farmers instantly get solutions to Okhai Centre for Empowerment with the objective to create their agriculture related problems. livelihood opportunities for rural women artisans worked In Babrala, TCL promoted cultivation of pulses, oil seeds and closely with 750 artisans across India. Okhai provided support vegetables which has helped in enhancing income of the to the artisans through training and market linkages. Okhai farmers. In Haldia, sunflower cultivation was promoted as worked as a bridge between the artisans and the customers second crop and in Sriperumbudur vegetable cultivation was for scaling up the sale of their handicraft products by promoted to be grown in the kitchen garden. understanding customer needs, manufacturing the products Animal Husbandry with the help of the artisans and facilitating in sale through the Okhai website and its sales outlets. During the year 160 Promotion of dairy farming: Activities in this project include products were launched online as compared to about 50 per OPD, FMD Vaccination, HS Vaccination, Deworming Camps year in previous years. This year Okhai added new products of and Animal Health Camps at different locations. In the financial chikankari from Lucknow and Zardozi from Babrala. Okhai is year 2017-18, approximately 4,000 animals were examined now being recognised as an online fashion brand with over & treated at OPDs which benefited approximately 3,500 100,000 Online followers and 10,000 Online customers. households. During the year, approximately 35,000 cattle were vaccinated for FMD & HS in Babrala. TCL also supported cattle Cluster Development owners for Artificial Insemination; In Babrala, 20 new Artificial Cluster Development program strives to develop Insemination Centres were established and more than 25,000 entrepreneurship qualities in rural women and guide them cows and buffaloes were inseminated with high milk yielding adeptly to engage in productive enterprises. TCSRD organised genetic materials. In Mithapur and Haldia, TCL supported the training on entrepreneurship development for all the farmers with vaccination and deworming camps. women members of SHG clusters, so that they are equipped Agri Allied Activities: In Haldia, TCL supported 238 families for with entrepreneur skills and can establish their respective fish culture and 192 households for poultry farming. production unit. Uday Foundation At Mithapur, six clusters/group enterprise have been formed. They are Bandhani, Rexene & Leather, Bead work, Jute, Block 282 youths are employed by Uday at Mithapur (200 Employees) print and Coconut Fibre products, which are also linked to and Babrala (82 employees). Uday Foundation (Mithapur) Okhai for providing a marketing platform for the same. continues to provide customer support to Tata Sky (a leading DTH service), Tata Chemicals (ChemConnect) and Ministry The products being promoted in Babrala are Karzobi, incense of External Affairs (Passport helpline). Uday Foundation sticks, mobile charger, solar table lamps, paper envelope, jute (Babrala) delivers services to organisations such as Ministry of products and paper carry bags. Corporate Affairs (DIN verification), National Skill Development Enhance - Enhance income of community Corporation (NSDC) and Ernst & Young (E&Y). Agriculture Development Program Infrastructure Development Support TCL is promoting livelihood of farmers through its agriculture Infrastructure development program is the key to rural and livestock development programs. Under the agriculture development as it helps to improve rural economy and quality development program, TCL organised training of farmers, of life. TCSRD since its inception has given importance to exposure visits, field demonstration and supported with seeds this program as it is essential for the overall development of and agri-equipment for enhancing the productivity. During community. the year, 6,000 farmers were directly benefited from various Projects like construction of brick pavement track, individual initiatives. toilets and school boundary wall were undertaken. At Mithapur, In Mithapur, TCSRD in partnership with Coastal Salinity 1013 meter square of brick paved track, 617 meter of drainage Prevention Cell (‘CSPC’) is implementing the Okhamandal channel and 2 cattle shed were constructed. Support was also Samridh Gram Pariyojna (‘OSGP’) project with the objective to provided to 2 primary schools and 1 ICDS center.
132 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 133 Business Responsibility Report partnered the unemployed helping Held Highwith Head for gain skills a meaningful them in getting help that would employment. skillsvocational employment or help them get would which start their own enterprises. participatory through for approach resources natural sustainability environmental conservationwith projects like recovery of whale of coral reef, flora and indigenous plantation, rejuvenating shark, mangrove fauna, biodiversity conservation education and environmental initiatives. on migratory biology of this pattern and breeding and research fish. and rescued were fishing nets along the Saurashtra coast since the inception of taking figure released rescue the total is TCL Babrala and Haldia, 720. In to the campaign Mithapur, also working raise awareness with the Eco Clubs in schools to conservation.on environment conservation like Mission Jal and drip also irrigation were In 2,410 carried Uttar Pradesh, out at Babrala and Mithapur. and with the help of laser leveling of land was reclaimed acres deep ploughing. lights 21 solar InHaldia and constructed 600 units. Mithapur, been installed on streets. have measures curative and preventive supported 36,784 patients were This year, strategy. overall TCL Babrala and Haldia. in Mithapur, with counseling and treatment at Babrala, Haldia and Mithapur organized camps were Eye During the camps, the issue of vision problems. address to provided 1,584 people underwent and were check-up eye supported cataractwith spectacles and 265 patients were for operation. Yojna in the rural communities like Janani Suraksha program importance and child health. Prime women especially targeting (0-10) children women, vaccination of pregnant to is given Maternal and Infant reduce To and adolescent girls. years Mortality Mobile Rate, Health services in been provided have were and children 15,243 women Tehsil. 40 villages of Gunnour vaccination during the year. given (Barwani, Maharashtra) Pradesh) and Pati Madhya (Amravati, Infant decrease with the objective Mortality to Rate (‘IMR’) and different trained on were than 2,000 youth more During year, the and conserve balance - Maintain ecological Conserve Bio-diversity conservation continued at Mithapur program The whale shark project at Mithapur on habitat study focuses Whale Sharks in the caught accidentally 30 During the year, management and Water and program Land development in efficient cook stoves the energy promoting continued TCL Care through of community the health status Nurture - improve Health Improving of rural community health is an important part of & Child Health Women Nutrition – run health in Babrala, has been facilitating government TCL has started on malnutrition in Dharni an ambitious program TCL seek functional and skills education sustainable enable to socio-economic development drop-out of zero of students with a target the area the need of of education startingat all levels pre-primary from education. quality in schools, of education improve has been to The focus scholarship support provide provide meritorious to students, basic infrastructure supportimparting schools, to bridge coaching supportfor youth required to courses and provide growth. their academic and professional training, Teacher (LEP), Program Enhancement Learning SNDT Child learning Program, and Improvement Scholarships, University) Women’s Thackersey Nathibai Damodar (Shreemati Adult Utsav, Shala Pravesh center, resource Career center, Literacy Residential Summer Camp on Spoken English classes, primary Development, project for and Personality school benefiting implemented, were Trust Tata with Sir Ratanchildren sites. the three across than 3,500 children more is being carried districts the migratory out in seven of Gujarat for is run in partnership program The with American population. help of implementing NGOs which with the India Foundation is working closely with community and government schools and quality school governance system of strengthen to education. (‘LRC’)Centre two important are components of the LAMP been have models of teachings in which innovative program in learning has been improvement There teaching. for adopted who participated than 5,000 children in the of more outcomes LEP and LRC classes. Babrala, Haldia and Sriperumbudur train unemployed to in their employment or entrepreneurship and facilitate youth development. repairing, electrical AC/refrigerator fittings, repairing, computer etc. has tied up with TCSRD beautician course and nursing. Institute (L&T) (CSTI) Training Construction Skill providing for electricalindustrial masonry, trainings like bar bending, fittings and carpentry and with CIPET training on Machine for Tata is also supportingTCL Processing. Operation in Plastic running skill at Aligarh. centre for development Centre Strive Training & Motivation training counseling and Achievement The training also included (AMT) in all its training programs. component of soft skills personality overall development for developing for development and entrepreneurship also TCL This year, skills entrepreneurship among youth. Education been taken based on at all locations have programs Education like E-Library, education programs During reporting the year, (LAMP)” Migration And Program “Learning initiative A separate (‘LEP’) Resource and Learning Enrichment Program Learning Skills Vocational in Mithapur, skill is running the program development TCSRD skill The vocational training includes mobile repairing, like women tailoring, training for specially designed are There and post pre mobilisation meetings, introduced TCL This year to local communities and empower Facilitate - Aspire Maternal Mortality Rate (‘MMR’) by improving their nutritional The projects are continuously monitored and evaluated to practices and linking them with the government health measure impact. Stakeholder Engagement Surveys and Social department. To understand the current status, household impact audits are conducted to assess project outcomes. survey was carried out along with screening of 3,500 pregnant The Company develops exit strategy for projects which have and lactating women for hemoglobin estimation and screening matured and withdraws after handing over the project to the of 5,373 children for Mid Upper Arm Circumference (‘MUAC’) community. and Weight. TCL has started sensitising the people for referring Principle 9: Businesses should engage with and provide value to the severely malnourished children for treatment in the their customers and consumers in a responsible manner Nutritional Rehabilitation Centre. The households have been supported with seeds of vegetables and fruits for their kitchen 1. What percentages of customer complaints/consumer which would help in supplementing the required nutrients to cases are pending as on the end of financial year? women and children. In a similar program in Haldia, TCL has CNAB (Crop Nutrition & Agri Business) – Nil been targeting the severely malnourished children and during the year 50 children were referred to Nutritional Rehabilitation Chemicals – < 0.3% Centre for treatment. WAPU (Water Purifier) – < 1.0% Sanitation Consumer Products – Salt – Nil TCL has partnered with WASMO for undertaking drinking water Nutritional Solutions – Nil and sanitation activities under CADP project. The project aims to provide drinking water facilities to the rural households of 2. Does the Company display product information on the Okhamandal with the help of village institutions. During the product label, over and above what is mandated as per year, 1,200 households were provided tap connection for local laws? Yes/No / N.A./Remarks (additional information) supply of water and 415 households were supported with Yes. Product information about the physical dimensions construction of toilets. In Babrala 49 and in Haldia 4 sanitation and/or chemical compositions/nutritional information/ units were constructed. nutrient content is provided through our product labels/pack Empowerment declaration and/or catalogues. Round the clock information of our products is available on the Company’s website and TCL is reaching out to the socially backward population of at the call centre. All packages retail/bulk contain product the community specially the women, scheduled caste and information including product manager’s address/Customer the scheduled tribe through its empowerment program. The Relationship Manager’s contact number to enable consumers objective of the empowerment program is to mainstream to correspond. All of our information is voluntary with various them by including them in all the developmental programs. branding elements, with no comment on competitors Relief Programs or regional bias statements. Wherever applicable specific certification requirements of regulatory authorities and some Tata Chemicals continues its support to any disaster, which markets like ISI (Indian Standards Institute), FSSAI (Food Safety hits our country. This year relief support was provided in flood and Standards Authority of India), Halal, etc. are provided on affected areas of Gujarat. the product labels and/or catalogues. For further information on projects and achievement please visit 3. Is there any case filed by any stakeholder against the www.tcsrd.org; www.okhai.org company regarding unfair trade practices, irresponsible 5. Have you taken steps to ensure that this community advertising and/or anti-competitive behaviour during the development initiative is successfully adopted by the last five years and pending as on end of financial year? If community? Please explain in 50 words, or so. so, provide details thereof, in about 50 words or so. Yes. Community is our key stakeholder and we believe that There is no anti-competitive, abuse of dominant position or development of the community is only possible through unfair trade practices case pending against the Company. engagement and partnership from all the stakeholders. The 4. Did your Company carry out any consumer survey/ guiding principles for the engagement with the community consumer satisfaction trends? are enshrined in the “Community Development Policy”. These principles are sustainability, participatory approach, Yes. Customer satisfaction survey is carried out by the Company transparency, networking and partnership, creating a resource every year. centre and volunteering. Overall customer satisfaction for FY 2017-18 is given below. The process of engagement with the community starts with identification of the key community, their needs and SBU Consumer Satisfaction (%) prioritisation. The needs are identified through various Chemicals 88 listening and learning methods, participatory rural appraisals, Consumer Products (salt etc.) Retailer 76 household survey and focused group discussion. Stockist 72 The participation of the stakeholders is vital to success of Nutritional Solutions 76 all programs and forms the basis of all program designs.
134 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 135 Standalone Financial Statements that we comply with ethical requirements and plan and perform and plan with ethical requirements comply the that we whether the standalone assurance about reasonable obtain audit to material misstatement. from free Ind are AS financial statements obtain audit evidence performing to procedures An audit involves the standalone Ind in the disclosures about the amounts and AS selected depend on the procedures The financial statements. the risks including the assessment of of material judgment, auditors’ whether Ind of the standalone misstatement financial statements, AS In making the auditor those risk assessments, fraud or error. due to the Company’s to relevant considers internal financial control of the standalone Ind that give preparation AS financial statements that are audit procedures design to in order a true and fair view includes evaluating An audit also in the circumstances. appropriate accounting policies used and the of the the appropriateness made by the Company’s estimates of the accounting reasonableness of the presentation as evaluating the overall as well Directors, standalone Ind AS financial statements. of conclude on the appropriateness to also responsible are We use of the going concern basis of accounting and, management’s whether a material uncertaintybased on the audit evidence obtained, doubt cast significant that may or conditions events to exists related ability continue as a going concern.on the entity’s to If conclude we attention draw to that a material uncertainty required are we exists, in the standalone disclosures report the related to in the auditor’s to inadequate, are if such disclosures Ind or, AS financial statements based on the audit evidence modify the opinion. Our conclusions are future report. However, of the auditor’s the date obtained up to continue as a cause an entity cease to or conditions may to events going concern. obtained is sufficient and have that the audit evidence we believe We our audit opinion on the standalone basis for a provide to appropriate Ind AS financial statements. Opinion In and according the best of our information our opinion and to standalone Ind AS the aforesaid us, to the explanations given to by the Act in required the information give financial statements in conformity a true and fair view and give the manner so required with the accounting principles in India generally accepted as at including the Ind of affairs of the Company AS, of the state income), (including other comprehensive 2018, its profit 31 March, ended on that date. the year changes in equity and its cash flows for Other matters the year for of the Company financial information The comparative with Ind in accordance AS included 2017 prepared ended 31 March, by the audited in these standalone Ind were AS financial statements an unmodified opinion thereon who expressed auditor predecessor 2017. Our opinion is not modified in as per their report 26 May, dated of this matter. respect (“the Company”), which
TO THE MEMBERS OF OF MEMBERS THE TO LIMITED CHEMICALS TATA Report on the Audit of Standalone Ind AS Financial Statements Report of Standalone Ind AS Financial on the Audit standalone Ind the accompanying AS financial audited have We Limited Chemicals Tata of statements comprise the balance sheet as at 31 March, 2018, the statement comprise 2018, the statement March, the balance sheet as at 31 the income), and loss (including other comprehensive of profit in equity of changes of cash flows for statement and the statement and a summary then ended, the year accounting of the significant as to policies and other explanatory referred (hereinafter information Ind statements”). AS financial “standalone the Ind AS the Standalone Responsibility for Management’s Statements Financial stated the matters for is responsible of Directors Board The Company’s in Section Act, 2013 (“the 134(5) of the Companies Act”) with respect of these standalone Ind preparation the AS financial statements to (including profit of affairs, a true and fair view of the state that give income), changes in equity and cash flows of other comprehensive the accounting principles with generally in accordance the Company in India,accepted (Ind including the Indian Standards AS) Accounting under Sectionprescribed 133 of the Act. of adequate This responsibility also includes maintenance of the Act with the provisions in accordance accounting records and preventing and for the assets of the Company safeguarding for detecting other irregularities; frauds and selectionapplication of and accounting policies; making appropriate and estimates judgments implementation and and prudent; and design, reasonable that are that were internal financial controls of adequate maintenance ensuring accuracy the for of and completeness operating effectively and presentation preparation the to relevant the accounting records, a true and fair of the standalone Ind that give AS financial statements fraud whether due to material misstatement, from free view and are or error. In management standalone Ind the preparing AS financial statements, ability continue as a to assessing the Company’s for is responsible going to related matters as applicable, going concern, disclosing, concern and using the going concern basis of accounting unless cease or to the Company liquidate to management either intends do so. but to alternative or has no realistic operations, Responsibility Auditors’ an opinion on these standalone Ind express AS is to Our responsibility based on our audit. financial statements of the Act, the accounting taken account the provisions into have We be included to required which are and matters and auditing standards in the audit report of the Act and the Rules made under the provisions thereunder. on Auditing with the Standards conducted our audit in accordance We require Standards Those specified under Section 143 (10) of the Act. Independent Auditors’ Report Report Auditors’ Independent Report on other Legal and Regulatory Requirements (h) with respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of 1. As required by the Companies (Auditor’s Report) Order, 2016 the Companies (Audit and Auditors) Rules, 2014, in (‘the Order’), issued by the Central Government of India in our opinion and to the best of our information and terms of sub-section (11) of Section 143 of the Act, we give according to the explanations given to us: in “Annexure A”, a statement on the matters specified in the paragraphs 3 and 4 of the Order. i. the Company has disclosed the impact of pending litigations on its financial position in 2. As required by sub-section (3) of Section 143 of the Act, we its standalone Ind AS financial statements – report that: Refer Note 41 to the standalone Ind AS financial (a) we have sought and obtained all the information and statements; explanations, which to the best of our knowledge and ii. the Company has made provision, as required belief, were necessary for the purposes of our audit; under the applicable law or accounting standards, (b) we have sought and obtained all the information and for material foreseeable losses, if any, on long- explanations, which to the best of our knowledge and term contracts including derivative contracts - belief, were necessary for the purposes of our audit; Refer Note 17 and 36 to the standalone Ind AS financial statements; (c) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears iii. there has been no delay in transferring amounts, from our examination of those books; required to be transferred, to the Investor Education and Protection Fund by the Company (d) the balance sheet, the statement of profit and loss during the year ended 31 March, 2018; and (including other comprehensive income), the statement of changes in equity and the statement of cash flows iv. The disclosures in the standalone Ind AS financial dealt with by this report are in agreement with the statements regarding holdings as well as dealings books of account; in specified bank notes during the period from 8 November, 2016 to 30 December, 2016 have (e) in our opinion, the aforesaid standalone Ind AS financial not been made since they do not pertain to the statements comply with the Indian Accounting financial year ended 31 March, 2018. Standards (Ind AS) prescribed under Section 133 of the Act, read with relevant rules issued thereunder; (f) on the basis of the written representations received For B S R & Co. LLP from the directors as on 31 March, 2018 taken on record Chartered Accountants by the board of directors, none of the directors are Firm’s Registration No: 101248W/W-100022 disqualified as on 31 March, 2018 from being appointed
as a director in terms of sub-section (2) of Section 164 of the Act; (g) with respect to the adequacy of the internal financial Vijay Mathur controls with reference to financial statements of the Mumbai Partner Company and the operating effectiveness of such 18 May, 2018 Membership No: 046476 controls, refer to our separate Report in “Annexure B”; and
136 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 137 Remarks Standalone Financial Statements us and on the basis of our examination of the records the records us and on the basis of our examination of deducted/accrued amounts in the of the Company, statutory of undisputed books of account in respect tax, Income- Profession fund, dues including Provident State Employees’ Dutytax, Duty of excise, of customs, Insurance, Sales-tax, Service tax, Goods and Service tax, and other material statutory added tax, Cess dues Value during with the deposited the year been regularly have authorities. appropriate in respect amounts payable no undisputed us, to State tax, Employees’ Profession fund, of Provident Insurance, Income-tax, Sales-tax, Service tax, Duty of Value Goods and Service Duty of excise, customs, tax, and other material statutoryadded tax, Cess dues were than a period of more 2018 for as at 31 March, in arrears they became payable. the date six months from no dues of Income-tax, are there us, Sales tax, Service tax, Goods and Service DutyDuty of excise, of customs, tax 2018, which have added tax as at 31 March, Value and authorities on with the appropriate not been deposited below: as stated except dispute, account of any designed to cover all the items over a period of three a period over of three all the items cover to designed In opinion, this periodicity our years. of physical of the size to regard having is reasonable verification In of its assets. accordance and the nature the Company verified has physically the Company with the policy, certain plant and equipment and investment property, no that informed properties are and we during the year noticed on such verification. were discrepancies of our examination of the records us and on the basis of properties the title deeds of immovable the Company, 5 4 and Note as disclosed in Note of land and buildings held are the standalone Indto AS financial statements, the following: for except in the name of the Company the name of the Company. and inorganic chemicals, and are of the opinion that prima and are chemicals, and inorganic been made have accounts and records prescribed the facie, not made a detailed have we However, and maintained. determine with a view to examination of the cost records or complete. accurate whether they are (vii) (a) to and explanations given the information to According and explanations given the information to According (b) to and explanations given the information to According (c) to explanations given and the information to According in crore) ` Net block ( in crore) ` ( Gross block Gross Freehold No. of casesNo. / Leasehold full particulars, details and including quantitative and equipment and plant situation of property, properties. investment equipment and investment plant and of its property, properties plant and by which the property, properties verified by are equipment and investment a phased programme to the management according third parties, verified by the management third has been physically In our opinion, the frequency of such during the year. In with third lying respect of stocks verification is reasonable. parties been written confirmations at the year-end, have noticed on verification between The discrepancies obtained. not material and were and the book records stocks the physical been dealt with in the books of account. have to or unsecured, secured loans, any has not granted Company liability limited firms, partnershipscompanies, or other parties maintained under Section 189 of the the register in covered 3 (iii) paragraphs Act, 2013 (‘theCompanies Act’). Accordingly, the Company. not applicable to are (a), (b) and (c) of the Order has complied with the the Company us, to explanations given of Section Act, 2013 provisions 185 and 186 of the Companies making and providing of loans, in respect of grant investments as applicable. and securities, guarantees has not accepted the Company us, to explanations given issued by the Reservedeposits as per the directives Bank other of India of Sections 76 or any and the provisions 73 to of the Act the rules framed thereunder. and provisions relevant is not applicable to 3 (v) of the Order paragraph Accordingly, the Company. by the prescribed the rules pursuant to by the Company of cost records the maintenance Government for Central cement, organic fertilisers, under Section of the Act 148(1) for Land / Building Residential flats 3 Freehold 3.12 2.54 in of getting registered in the process The said flats are (iii) the us, to and explanations given the information to According (iv) and the information In to our opinion and according (v) and the information In to and according our opinion, (vi) the books of account maintained reviewed broadly have We (ii) lying with goods-in-transit and stocks for except The inventory, With reference to the Annexure A referred to in the Independent to A referred the Annexure to reference With Report on the standalone members of the Company the to Auditors’ we 2018, ended 31 March, the year Ind for AS financial statements report the following: (i) (a) showing records has maintained proper The Company (b) verification of physical has a programme The Company Annexure A to the Independent Auditors’ Report – 31 March, 2018 – 31 March, Report Auditors’ Independent A to the Annexure (` in crore)
Name of Act Nature of Dues Amount Period to which amount relates Forum where dispute is (in ` Crore)* pending Customs Act, 1962 Customs duty 23.43 2012-13 , 2015-2016 Appellate Tribunal 0.35 1987-88 , 1992-93 , 2001-02 , 2011-12 , 2012-13 Below appellate authority Central Excise Act, 1944 Excise Duty 0.27 1974-1980 , 1978-79 , 1982-83, 1981-85 Supreme Court 50.31 2005-06 High Court 27.46 1985-1986, 1986-1987, 1987-88 , 2006-07 to 2010-11 Appellate Tribunal 3.02 1996-97, 2004-05, 2005-07, 2009-10, 2012-13 Below appellate authority Central Sales Tax Act Sales Tax (Central 20.00 2009-10, 2015-16 High Court 1956 and Sales Tax Act of and State) and 0.89 1999-00, 2004-05, 2005-06, 2007-08 , 2007-08 Appellate Tribunal various states value added tax 13.43 1991-92 to 1994-95, 1997-98, 1998-99, 1999-00, 2002-06, 2008-16 Below appellate authority The West Bengal Tax on Entry tax 96.48 2012-13 to 2015-16 High Court Entry of goods into local areas Act, 2012 The Finance Act, 1994 Service tax 11.67 2010-11 , 2011-12 Appellate Tribunal (Service Tax) Income Tax Act, 1961 Income tax 44.90 AY 2014-15 Commissioner of Income Tax (Appeals) *net of amounts paid under protest. (viii) In our opinion and according to the information and the Company has paid/provided for managerial remuneration explanations given to us, the Company has not defaulted in accordance with the requisite approvals mandated by the in repayment of loans or borrowings to banks and dues provisions of Section 197 read with Schedule V to the Act. to debenture holders. The Company does not have any (xii) In our opinion and according to the information and outstanding dues to financial institutions and Government. explanations given to us, the Company is not a Nidhi company. (ix) According to the information and explanations given to us and Accordingly, paragraph 3 (xii) of the Order is not applicable to based on our examination of the records of the Company, the the Company. Company has not raised any moneys by way of initial public (xiii) According to the information and explanations given to us offer or further public offer (including debt instruments) and and based on our examination of the records of the Company, has not obtained any term loans during the year. Accordingly, transactions with the related parties are in compliance with paragraph 3 (ix) of the Order is not applicable to the Company. Sections 177 and 188 of the Act where applicable and details (x) According to the information and explanations given to us, of such transactions have been disclosed in the standalone Ind the Company has completed its investigation into certain AS financial statements as required by applicable Ind AS. instances of ethical lapses relating to previous years by (xiv) According to the information and explanations given to us and certain employees, not being identified as key management based on our examination of the records of the Company, the personnel. Based on this investigation, the Company has Company has not made any preferential allotment or private determined that a fraud has been committed on the Company placement of shares or fully or partly convertible debentures by such employees causing the Company to make payments during the year. Accordingly, paragraph 3 (xiv) of the Order is for services which have not been received by the Company not applicable to the Company. resulting in misappropriation of the Company’s assets. The amounts involved in this case are not quantifiable. The (xv) According to the information and explanations given to us Company applied a range of sanctions, upto and including and based on our examination of the records of the Company, termination of relevant individuals and strengthened the the Company has not entered into any non-cash transactions relevant internal controls. The Company identified an instance with directors or persons connected with them. Accordingly, of fraud on the Company, wherein an employee, not being paragraph 3 (xv) of the Order is not applicable to the Company. identified as key management personnel, altered accounting (xvi) In our opinion and according to the information and records of the Company resulting in misappropriation of the explanations given to us, the Company is not required to be Company’s assets estimated to be ` 34.36 crore relating to registered under Section 45-IA of the Reserve Bank of India current and previous years. The Company has terminated Act, 1934. Accordingly, paragraph 3 (xvi) of the Order is not the employment of the concerned employee and has also applicable to the Company. initiated criminal action against the employee and other beneficiaries. In our opinion and according to the information For B S R & Co. LLP and explanations given to us, no fraud by the Company and Chartered Accountants except for the above matters, no other fraud on the Company Firm’s Registration No: 101248W/W-100022 by its officers or employees, has been noticed or reported during the year. Vijay Mathur (xi) According to the information and explanations given to us Mumbai Partner and based on our examination of the records of the Company, 18 May, 2018 Membership No: 046476
138 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 139 Vijay Mathur Vijay B S R & Co. LLP B S R & Co.
Standalone Financial Statements Chartered Accountants Chartered Mumbai Partner 2018 18 May, No: 101248W/W-100022 Registration Firm’s Membership No: 046476 Meaning of Internal Financial Controls Over Financial Reporting Financial Over Controls Financial Internal Meaning of reporting financial over is a internal control financial A company’s the assurance regarding reasonable provide to designed process of financial reportingreliability of financial the preparation and external with generally purposes for in accordance statements internal financial control A company’s accounting principles. accepted financial reportingover and procedures includes those policies that, in reasonable that (1) pertain of records the maintenance to and fairly accurately reflect the transactionsdetail, and dispositions company;of the assets of the assurance reasonable (2) provide as necessary that transactions recorded permit to preparation are accepted with generally accordance in of financial statements of the and expenditures that receipts and accounting principles, with authorisations being made only in accordance are company of the company;of management and directors and (3) provide or timely detection of prevention assurance regarding reasonable assets or disposition of the company’s unauthorised acquisition, use, on the financial statements. a material effect that could have Financial Over Controls Financial of Internal Limitations Inherent Reporting over limitations of internal financial controls Because of the inherent financial reporting, the possibility including of collusion or improper due to material misstatements management override of controls, of any projections Also, occur and not be detected. or fraud may error financial reporting over to evaluation of the internal financial controls subject periods the risk to are that the internal financial control future financial reporting because of changes over become inadequate may of compliance with the policies or degree or that the in conditions, deteriorate. may procedures Opinion an adequate in all material respects, has, In our opinion, the Company financial reporting over system and such internal controls financial operating financial reporting over were internal controls financial over 2018, based on the internal control as at 31 March, effectively financial reporting considering criteria established by the Company in the Guidance stated the essential components of internal control Reporting Over Financial Controls of Internal on Audit Financial Note issued by the ICAI. For (Referred to in our report date) to of even (Referred (i) of Sub- under Clause Controls Report Financial on the Internal section 2013 (“the Act”) 3 of Section Act, 143 of the Companies financial over the internal financial controls audited have We (“the Chemicals Limited Company”) as of 31 March, Tata reporting of 2018 in conjunctionof the standalone Ind with our audit AS financial ended on that date. the year for of the Company statements Controls Financial Internal Responsibility for Management’s establishing and for responsible management is The Company’s based on the internal control maintaining internal financial controls financial reportingover criteria established by the Company in the stated considering internal the essential components of control Financial over Controls of Internal on Audit Guidance Note Financial Reporting issued by the Institute of India of Chartered Accountants implementation include the design, These responsibilities (‘ICAI’). that were internal financial controls of adequate and maintenance ensuring and efficient conduct the orderly for operating effectively the policies, Company’s to adherence including of its business, and detection of frauds and the prevention assets, of its safeguarding and the accuracy of the accounting records, errors, and completeness as required financial information, of reliable the timely preparation Act, 2013. under the Companies Responsibility Auditors’ internal an opinion on the Company’s express is to Our responsibility We financial reporting over based on our audit. financial controls on Audit with the Guidance Note conducted in accordance our audit “Guidance Reporting Over (the Financial Controls of Internal Financial by ICAI and deemed issued on Auditing, and the Standards Note”) under Section be prescribed the extentto 143(10) of the Act, to both applicable an audit of internal financial controls, to applicable, issued by the ICAI. both and, Controls an audit of Internalto Financial comply that we require Guidance Note and the Those Standards and plan and perform obtain with ethical requirements the audit to internal financial whether adequate assurance about reasonable financial reporting over was established and maintained and controls in all material respects. effectively operated if such controls obtain audit evidence performing to procedures Our audit involves about the adequacy over system of the internal financial controls Our audit of financial reporting and their operating effectiveness. financial reporting over included obtaining internal financial controls financial reporting, over an understanding of internal financial controls assessing the risk and that a material weakness and testing exists, of internal control and operating effectiveness evaluating the design selected depend on the The procedures based on the assessed risk. judgement, including the assessment of the risks of material auditors’ whether of the standalone Indmisstatement AS financial statements, fraud or error. due to obtained is sufficient and have that the audit evidence we believe We our audit opinion on the Company’s a basis for provide to appropriate financial reporting. over system internal financial controls Annexure B to the Independent Auditors’ Report – 31 March, 2018 – 31 March, Report Auditors’ Independent B to the Annexure Balance Sheet as at 31 March, 2018 ` in crore Note As at 31 March, 2018 As at 31 March, 2017 I. ASSETS (1) Non-current assets (a) Property, plant and equipment 4 1,386.75 1,449.69 (b) Capital work-in-progress 175.87 121.77 (c) Investment property 5 22.36 - (d) Intangible assets 6 8.03 10.54 (e) Intangible assets under development 0.05 0.06 (f) Financial assets (i) Investments in subsidiaries and joint venture 7 (a) 4,022.30 4,017.37 (ii) Other investments 7 (b) 2,366.61 2,230.69 (iii) Loans 8 1.38 1.10 (iv) Other financial assets 9 5.13 0.64 (g) Advance tax assets (net) 22 (a) 420.63 431.25 (h) Other non-current assets 10 75.38 65.25 Total non-current assets 8,484.49 8,328.36 (2) Current assets (a) Inventories 11 450.66 611.53 (b) Financial assets (i) Trade receivables 12 140.36 1,031.69 (ii) Cash and cash equivalents 13 3,303.29 1,097.38 (iii) Bank balances other than (ii) above 13 465.63 14.70 (iv) Loans 8 0.51 0.67 (v) Other financial assets 9 71.65 48.38 (c) Other current assets 10 172.08 134.03 4,604.18 2,938.38 Assets classified as held for sale and discontinued operations 23 (a) 1,085.69 1,532.62 Total current assets 5,689.87 4,471.00 Total assets 14,174.36 12,799.36 II. EQUITY AND LIABILITIES Equity (a) Equity share capital 14 254.82 254.82 (b) Other equity 15 11,069.32 8,600.63 Total equity 11,324.14 8,855.45 Liabilities (1) Non-current liabilities (a) Financial liabilities (i) Borrowings 16 681.07 1,087.93 (ii) Other financial liabilities 17 0.29 1.70 (b) Provisions 18 117.51 143.52 (c) Deferred tax liabilities (net) 19 172.08 138.55 (d) Other non-current liabilities 20 10.50 10.50 Total non-current liabilities 981.45 1,382.20 (2) Current liabilities (a) Financial liabilities (i) Borrowings 16 0.61 522.50 (ii) Trade payables 21 425.43 511.73 (iii) Other financial liabilities 17 640.66 656.29 (b) Other current liabilities 20 32.78 72.20 (c) Provisions 18 97.19 182.84 (d) Current tax liabilities (net) 22 (b) 122.15 104.88 1,318.82 2,050.44 Liabilities directly associated with discontinued operations 23 (b) 549.95 511.27 Total current liabilities 1,868.77 2,561.71 Total liabilities 2,850.22 3,943.91 Total equity and liabilities 14,174.36 12,799.36 Notes forming part of the financial statements 1-42
As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Bhaskar Bhat Director Chartered Accountants Nasser Munjee Director Firm’s Registration No: 101248W/W - 100022 Dr. Y. S. P. Thorat Director Vibha Paul Rishi Director S. Padmanabhan Director Padmini Khare Kaicker Director Vijay Mathur John Mulhall Chief Financial Officer R. Mukundan Managing Director and CEO Partner Rajiv Chandan General Counsel & Zarir Langrana Executive Director Membership No. 046476 Company Secretary Mumbai, 18 May, 2018
140 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 141 in crore ` Year ended Year 31 March, 2017 31 March, (20.59) 17.22 Director Director Director Director Director Director and CEO Managing Director Director Executive 1,019.25 410.68 3,718.66 4,013.96 31 March, 2018 31 March, Standalone Financial Statements Note ended Year Nasser Munjee Thorat S. P. Y. Dr. Rishi Paul Vibha S. Padmanabhan Kaicker Khare Padmini R. Mukundan Zarir Langrana ) ` ) Chief Financial Officer Chief Financial & General Counsel SecretaryCompany ` ) ` Rajiv Chandan OCI - 34) benefit plans (note of defined employee Remeasurement and Loss Profit 32.92 (49.74) - in equities carried fair value through at Changes in fair value of investments Earnings per share for discontinued operations (in operations discontinued for Earnings per share (in operations) and discontinued continuing (for Earnings per share (B) of the Statement to that will not be reclassified items Income to tax relating - part forming Notes of the financial statements Basic and Diluted 1-42 32 69.36 27.19 Earnings per share for continuing operations (in operations continuing for Earnings per share - Basic and Diluted- Basic and Diluted 32 32 24.51 44.85 22.74 4.45 (A) and Loss of Profit the Statement Items to that will not be reclassified tax) (A-B) (net of income other comprehensive Total 1,031.58 378.16 Total expenses (a to h) (a to expenses Total (a)(b) tax Current (VIVI (b)) tax expense (a) + taxTotal Deferred 2,815.07 30 30 279.12 3,209.95 224.77 245.60 33.52 241.71 (16.94) a)b) of materials consumed Cost c) of stock-in-trade Purchases d) and stock-in-trade work-in-progress of finished goods, Changes in inventories e) duty on sale of goods Excise f) benefits expense Employee g) costs Finance h) and amortisation Depreciation expense Other expenses (1.97) 39.95 28 26 531.39 218.58 126.55 58.16 258.03 479.95 27 29 448.96 129.60 230.24 266.66 86.51 1,537.82 1,513.61 100.98 XVII. XVI. XI.XII.VIII+IX-X) ( operations discontinued year from for the Profit year for the (VII+XI) Profit XIII. (net of tax) (“OCI”) income Other comprehensive 1,142.49 113.47 1,766.96 692.71 VIII. discontinued operations tax from before Profit IX.X. gain (net) Exceptional expense of discontinued operations Tax 31 31 437.72 185.59 31 509.22 1,213.99 72.12 - I.II. operations from Revenue III. Other income (I+II) income Total 24 25 3,524.17 3,837.04 194.49 176.92 IV. Expenses XIV. (XII + XIII) the year for income comprehensive Total XV. 2,798.54 1,070.87 V.VI. tax ( III - IV before Profit expense Tax VII.V-VI) ( continuing operations year from the for Profit 624.47 579.24 ) 903.59 804.01 Chartered Accountants No: 101248W/W - 100022 Registration Firm’s MathurVijay Partner 046476 Membership No. 2018 Mumbai, 18 May, John Mulhall As per our report attached date As of even LLP B S R & Co. For and on behalf of the Board For Bhaskar Bhat
6WDWHPHQWRI3URȴWDQG/RVVIRUWKH\HDUHQGHG0DUFK 254.82 254.82 in crore in crore in crore Total `
` through other through Equity instruments comprehensive income comprehensive income comprehensive Retained earnings * reserve General General Director Director Director Director Director Director Managing Director and CEO Managing Director Executive Director Executive
reserve Debenture Debenture redemption redemption Capital Capital reserve redemption redemption Reserves and surplus Items of other Nasser Munjee Vibha Paul Rishi Paul Vibha S. Padmanabhan Kaicker Khare Padmini Dr. Y. S. P. Thorat S. P. Y. Dr. R. Mukundan Zarir Langrana reserve premium premium Securities Chief Financial Officer Chief Financial General Counsel & General Counsel SecretaryCompany amalgamation Capital reserve and reserve Capital other reserves from from other reserves John Mulhall Rajiv Chandan Total Comprehensive Income for the year the year for Income Comprehensive Total Dividends including tax on dividend earnings - sale of non-current retained to investment Transfer 2018 31 March, as at Balance benefit plans of defined employee * including remeasurement part forming 1-42) Notes - (note of the financial statements ------21.11 1,258.21 - - - 0.10 - - 240.00 - 1,171.94 6,435.12 903.98 - - 1,788.38 - 1,942.84 (903.98) 11,069.32 (329.85) 1,010.16 2,798.54 - - (329.85) Other income (net of tax) comprehensive - - - - - 21.42 1,010.16 1,031.58 Particulars 2016 1 April, as at Balance the year for Profit Other income (net of tax) comprehensive the year for Income Comprehensive Total Dividends including tax on dividend 2017 31 March, as at Balance the year for Profit - - 21.11 1,258.21 - - - 0.10 21.11 - 1,258.21 240.00 - - 1,171.94 - 0.10 3,714.09 - 240.00 - - - - 1,171.94 - 4,072.61 1,425.98 - 7,831.43 - - - 660.19 (32.52) - 1,836.66 - - 8,600.63 (301.67) - 410.68 - 410.68 692.71 1,070.87 378.16 - - 1,766.96 (301.67) - 692.71 - 1,766.96 Balance as at 31 March, 2018 Balance as at 31 March, 2017 Balance as at 31 March, Particulars As per our report attached date As of even LLP B S R & Co. For and on behalf of the Board For Bhaskar Bhat Chartered Accountants Firm’s Registration No: 101248W/W - 100022 Registration Firm’s Vijay Mathur Vijay Partner 046476 Membership No. Mumbai, 18 May, 2018 Mumbai, 18 May, 6WDWHPHQWRI&KDQJHVLQ(TXLW\IRUWKH\HDUHQGHG a. 14) capital (note Equity share 31 March, 2018 b. Other equity (note 15) 15) (note equity Other b.
142 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 143 in crore `
Year ended ended Year 31 March, 2017 31 March, 4.62 9.82 3.96 21.02 36.50 55.66 24.34 59.96 10.23 17.96 (0.05) - 149.92 276.66 110.24 356.89 (14.11) (3.01) (101.98) (105.32) 2,555.30 989.60 Year ended ended Year 31 March, 2018 31 March, Standalone Financial Statements
Adjustments for : for Adjustments Net cash from/(used in) in investing activities in) in investing Net cash from/(used 2,866.02 (151.64) Acquisition of property, plant and equipment (including capital work-in-progress) of property, Acquisition asset under development) assets (including intangible of intangible Acquisition plant and equipment sale of property, from Proceeds sale of other non-current from investmentsProceeds investments sale of current from Proceeds of non-current investments Purchase investments of current Purchase (328.74) in subsidiaryInvestment as cash and cash equivalentBank balances not considered 31) sale of discontinued operations (net) (note from Proceeds (1.16) received Interest (264.81) Dividend received subsidiaries - From joint venture - From (2.42) others - From 12.56 920.07 (450.00) 2,593.98 14,708.51 1.62 5.19 10,669.18 (36.77) (14,658.98) - - (10,669.18) (0.50) Cash generated from operations from generated Cash refund) paid (net of Taxes activities operating from Net cash generated 836.38 1,583.89 2,393.41 2,702.90 (747.51) (309.49) Operating profit before working capital changes before profit Operating : for Adjustments and other assets other financial assets receivables, Trade Inventories 1,510.14 (74.28) 1,437.08 981.19 Depreciation and amortisationDepreciation expenseImpairment 31) assets (note of costs Finance income Interest Dividend income 31) on sale of discontinued operation (note Profit investmentsNet gain on sale of current benefits expense employee for Provision debts written doubtful debts and advances/bad off/(back) for Provision contingencies for Provision written backLiabilities no longer required financing activities loss due to exchange Realised foreign (gain)/loss (net) exchange foreign Unrealised (net) on assets sold or discarded Loss other financial liabilities and other liabilities payables, Trade 46.15 139.13 (1,279.39) (1.18) 169.88 65.40 (49.54) - 3.87 (2.74) - (19.17) (2.30) 69.41 (0.31) 28.06 37.79 (6.19) 7.38 1.36 (72.26) 2.15 Profit before tax from continuing operations tax from before Profit discontinued operation tax from before Profit 903.59 1,651.71 804.01 185.59 A activities operating from flows Cash Particulars B activities investing from flows Cash
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` in crore Particulars Year ended Year ended 31 March, 2018 31 March, 2017 C Cash flows from financing activities Proceeds from borrowings 878.24 2,623.47 Repayment of borrowings (1,872.96) (3,763.19) Repayment towards finance lease (net) (17.40) (20.19) Finance costs paid (153.54) (269.46) Bank balances in dividend and restricted account (0.93) (0.94) Dividends paid including distribution tax (328.94) (300.72) Net cash used in financing activities (1,495.53) (1,731.03) Net increase in cash and cash equivalents 2,206.87 510.74 Cash and cash equivalents as at 1 April 1,097.38 586.72 Movement in cash and cash equivalents pertaining to discontinued operations (0.96) (0.08) Cash and cash equivalents as at 31 March (note 13) 3,303.29 1,097.38
Footnote: Reconciliation of borrowings Particulars Year ended Year ended 31 March, 2018 31 March, 2017 Non-current borrowings (note 16) 681.07 1,087.93 Current borrowings (note 16) 0.61 522.50 Current maturities of non-current borrowings (note17) 410.23 406.81 Current maturities of finance lease obligation (note 17) 5.22 23.38 Borrowings relating to discontinued operations (note 31) 310.08 370.70 Assets/(liabilities) held to hedge non-current borrowings (net) (12.88) (5.35) 1,394.33 2,405.97
Proceeds of borrowings 878.24 2,623.47 Repayment of borrowings (1,872.96) (3,763.19) Repayment towards finance lease (net) (17.40) (20.19) Realised foreign exchange loss due to financing activities (net) 3.87 69.41 Fair value changes (net) (7.53) 96.70 Unrealised foreign exchange gain/(loss) (net) 4.14 (21.90) Movement of borrowings (net) (1,011.64) (1,015.70) Notes forming part of the financial statements - (note 1-42)
As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Bhaskar Bhat Director Chartered Accountants Nasser Munjee Director Firm’s Registration No: 101248W/W - 100022 Dr. Y. S. P. Thorat Director Vibha Paul Rishi Director S. Padmanabhan Director Padmini Khare Kaicker Director Vijay Mathur John Mulhall Chief Financial Officer R. Mukundan Managing Director and CEO Partner Rajiv Chandan General Counsel & Zarir Langrana Executive Director Membership No. 046476 Company Secretary Mumbai, 18 May, 2018
144 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 145 Standalone Financial Statements on an ongoing basis. Revisions to accounting Revisions to basis. on an ongoing period in the the in which recognised are estimates affected. periods are and future revised are estimates risk the carrying of causing a material adjustment to within the nextvalues of assets and liabilities financial discussed below. are year tax assets that can determine the amount of deferred based upon the likely timing and the be recognised, taxable profits. future of level taxable future of projected if management estimates a change. undergo income or if tax regulations (‘PPE’) and intangible assets Intangibles value of PPE and end of at the residual such as changes in the each reporting Factors period. developments technological of usage, expected level and product life-cycle, impact could significantly the values of these the residual and economic useful lives charge depreciation the future Consequently, assets. an impact on the profit have and may could be revised years. of the future actuarial An actuarial valuations. valuation involves making from various differ assumptions that may These include the estimation of actual developments. salary future discount rate, increases the appropriate in and mortality the complexities involved Due to rates. employee the the valuation and its long-term nature, changes in to benefit obligation is highly sensitive at reviewed All assumptions are these assumptions. each reporting date. of each being outcome the ultimate proceedings, subject uncertainties to in litigation. A inherent litigation is made when it is considered for provision will be made and the amount that a payment probable judgement Significant estimated. can be reasonably including, when evaluating the provision is required and the outcome of an unfavorable the probability of the amount ability make estimate to a reasonable reviewed are Litigation provisions loss. of potential at each accounting period made for and revisions Contingent the changes in facts and circumstances. part forming disclosed in the notes liabilities are of 2.3.2 plant and equipment of property, lives Useful 2.3.3 benefit obligations Employee reviewed and underlying Estimates assumptions are a significant that have and assumptions The estimates 2.3.1 tax assets and liabilities income Deferred to is required judgment management Significant tax assets could change deferred The amount of total and useful lives Management the estimated reviews determined using are benefit obligations Employee 2.3.4 and contingencies Provisions is subject legal to the Company time, time to From with Indian Accounting Standards (‘Ind notified with Indian Standards AS’) Accounting under Section Act, 2013 (‘the 133 of the Companies 2013 Act’) (IndianCompanies with Rule 3 of the read 2015 and other relevant Rules, Standards) Accounting of the Act. provisions certain for except financial the historical cost basis, which are instruments and defined benefit plans end of each reporting at fair value at the measured Historicalperiod. on the fair cost is generally based for in exchange value of the consideration given value is the price that would goods and services. Fair a liability transfer sell an asset or paid to to be received transactionin an orderly between market participants date. at the measurement normal operating or non-current as per the Company’s cycle and other criteria III to set out in the Schedule the 2013 Act. the Company’s 2015 (‘Transitionas at 1 April, Date’), Ind-AS. of transition to date judgements assumptions and makemanagement to estimates, the reported that affect balances of assets judgments of the as at the date and liabilities and disclosures and the reportedfinancial statements amounts of the periods presented. income and expense for based on historical experience and other factors that may Actual results be relevant. to considered are considering these estimates different from differ assumptions and conditions. company domiciled in India. domiciled on twocompany stock listed Its are shares (‘BSE’) and the in India; Exchange Stock exchanges the Bombay is a diversified The Company (‘NSE’). Exchange National Stock other agri fertilisers, chemicals, business dealing in inorganic consumer and nutritional solutions business sectors. inputs, with key presence has a global subsidiaries in The Company Kingdom United (‘UK’) and of America States (‘USA’), United the manufacture and sale of soda engaged in Kenya that are products. ash, industrial salt and related and basis of preparation Summary of basis of compliance, assumptions estimates, critical accounting presentation, policies significant accounting and judgements and 2.3 assumptions and estimates, Critical accounting
1. Corporate information 1. Corporate ‘Company’) limited is a public (the Chemicals Limited Tata 2. 2.1 Basis of compliance in all material aspects, comply, The financial statements 2.2 presentation and Basis of preparation on been prepared have The financial statements been classified as current All assets and liabilities have was prepared opening Balance Sheet The Company’s requires of the financial statements The preparation assumptions are and associated The estimates 1RWHVIRUPLQJSDUWRIWKHȴQDQFLDOVWDWHPHQWV the financial statements. Contingent assets are not Depreciation methods, estimated useful lives and disclosed in the financial statements unless an inflow residual value of economic benefits is probable. Depreciation on PPE (except leasehold improvements 2.4 Foreign currency translation and PPE acquired under finance lease) is calculated using the straight-line method to allocate their cost, The functional currency of Tata Chemicals Limited (i.e. net of their residual values, over their estimated the currency of the primary economic environment in useful lives. However, leasehold improvements and which the Company operates) is the Indian Rupee (`). PPE acquired under finance lease are depreciated On initial recognition, all foreign currency transactions on a straight-line method over the shorter of their are recorded at exchange rates prevailing on the date respective useful lives or the tenure of the lease of the transaction. Monetary assets and liabilities, arrangement. Freehold land is not depreciated. denominated in a foreign currency, are translated at Schedule II to the Companies Act, 2013 prescribes the exchange rate prevailing on the Balance Sheet the useful lives for various class of assets. For certain date and the resultant exchange gains or losses are class of assets, based on technical evaluation and recognised in the Statement of Profit and Loss. assessment, Management believes that the useful lives 2.5 Property, plant and equipment adopted by it reflects the periods over which these assets are expected to be used. Accordingly for those An item of property, plant and equipment is recognised assets, the useful lives estimated by the management as an asset if it is probable that the future economic are different from those prescribed in the Schedule. benefits associated with the item will flow to the Management’s estimates of the useful lives for various Company and its cost can be measured reliably. This class of fixed assets are as given below: recognition principle is applied to the costs incurred initially to acquire an item of property, plant and Asset Useful life equipment and also to costs incurred subsequently to Salt Works, Water Works, Reservoirs and Pans 1-30 years add to, replace part of, or service it and subsequently Plant and Machinery 1-60 years carried at cost less accumulated depreciation and accumulated impairment losses, if any. Traction Lines and Railway Sidings 15 years Factory Buildings 5-60 years The cost of PPE includes interest on borrowings Other Buildings 5-60 years directly attributable to the acquisition, construction Furniture and Fittings and Office Equipment or production of a qualifying asset. A qualifying asset (including Computers and Data Processing is an asset that necessarily takes a substantial period Equipment) 1-10 years of time to be made ready for its intended use or sale. Vehicles 4-10 years Borrowing costs and other directly attributable cost Useful lives and residual values of assets are reviewed are added to the cost of those assets until such time as at the end of each reporting period. the assets are substantially ready for their intended use, which generally coincides with the commissioning Losses arising from the retirement of, and gains or date of those assets. losses arising from disposal/adjustments of PPE are recognised in the Statement of Profit and Loss. The present value of the expected cost for the decommissioning of an asset after its use is included 2.6 Intangible assets in the cost of the respective asset if the recognition Intangible assets generally comprise software licenses criteria for a provision is met. and rights to use railway wagon. Machinery spares that meet the definition of PPE are Intangible assets are measured on initial recognition capitalised and depreciated over the useful life of the at cost and subsequently are carried at cost less principal item of asset. accumulated amortisation and accumulated All other repair and maintenance costs, including impairment losses, if any. regular servicing, are recognised in the Statement The intangible assets with a finite useful life are of Profit and Loss as incurred. When a replacement amortised using straight line method over their occurs, the carrying value of the replaced part is de- estimated useful lives. The management’s estimates of recognised. Where an item of property, plant and the useful lives for various class of Intangibles are as equipment comprises major components having given below: different useful lives, these components are accounted for as separate items. Asset Useful life PPE acquired and put to use for projects are capitalised Computer software 5 years and depreciation thereon is included in the project Rights to use railway wagon 20 years cost till the project is ready for commissioning. The estimated useful life is reviewed annually by the management.
146 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 147 Standalone Financial Statements use or sale of output manufactured during manufactured sale of output use or the project; the project exists or their usefulness, in case of in or their usefulness, exists the project such that the project is demonstrated, internal use, economic benefits; future probable will generate and project. geographical area of operations and; of operations area geographical such a line of business or area of operations. such a line of business or area (either through OCI, or through profit or loss), and profit OCI, or through (either through during market the products created a potential for the complete to available are resources adequate major line of business or a separate represents is part of a single co-ordinated dispose of plan to subsequently at fair value be measured those to at amortised those measured cost. ʀ ʀ estimated useful life of the projects or the products or the products of the projects useful life estimated The amortisation of incorporated within. they are as soon as the costs begins capitalised development production. to is released product related operations carrying sale if their classified as held for amount will a sale transaction principally through be recovered use and a sale is continuing rather than through highly probable. considered of their carrying at lower measured fair amount and sell. value less cost to or amortised when they are the date depreciated from sale. classified as held for classified as assets and liabilities of a disposal group the other from separately presented sale are held for assets and liabilities in the Balance Sheet. held for that has been disposed of or is classified as sale and: ʀ ʀ separately in the Statement of Profit and Loss. of Profit in the Statement separately categories: measurement following ʀ ʀ modelbusiness for managing the assets financial and the contractual of the flows. cash terms assets For fair and at measured gains losses either value, will or and Loss of Profit be recorded in the Statement 2.11 Financial instruments 2.11 Financial
amortisedare costs These development the over 2.10 sale and discontinued Non-current assets held for are Non-current groups) assets (including disposal Non-current sale are assets classified as held for not Non-current sale are classified as held for assets Non-current sale and the as held for assets classified A discontinued operation is a component of the entity
presented of discontinued operations are The results Classification 2.11.1 assets: and other financial Investments classifies its financial assets in the The Company The depends classification on the Company’s separately identified and reliably measured; identified and reliably separately demonstrated; the project is demonstrated; and the costs are the project is clearly defined, of the project is feasibility the technical during the ability the products created use or sell to the project exists and complete to the intention of an intangible asset are determined as the difference determined the difference as asset are of an intangible and the carryingbetween the net disposal proceeds income or as the asset and recognised amount of and Loss. of Profit the Statement expense in assets under development carried are development assets under intangible incidental at cost, comprising direct cost, related cost. expenses and attributable borrowing capitalised only when it is probable and equipment are with these economic benefit associated that future can of the item and the cost the Company will flow to reliably. be measured yields and/or long term lease rental held for are properties Investment capital appreciation. are for transaction at cost including costs. initially recognised properties comprisingSubsequently investment carried buildings are at cost less accumulated if impairment and accumulated losses, depreciation any. 2.5 above. as specified in note useful lives estimated and useful lives estimated values, The residual properties are investment method of depreciation as basis on prospective and adjusted reviewed, of any The effects at each reporting date. appropriate, and of Profit included in the Statement are revision when the changes arise. Loss propertythe investment has been disposed of or do propertynot meet the criteria when of investment i.e. propertythe investment is permanently withdrawn economic benefit is expected use and no future from between the net The difference its disposal. from and the carryingdisposal proceeds amount of the and Loss of Profit in the Statement asset is recognised in the period of de-recognition. in which they as expenses in the year and Loss Profit capitalised as Development costs are incurred. are when the asset under development an intangible met: criteria are following ʀ ʀ ʀ ʀ 2.7 (‘CWIP’) and intangible work-in-progress Capital under commissioning and other CWIP/ Projects property Investment plant property, to relating Subsequent expenditures 2.8 properties Investment land and buildings that are the over on buildings is provided Depreciation property An investment is de-recognised when either 2.9 expenses development and Research of the Statement to charged are expenses Research or disposal Gains the retirement arising or losses from through OCI. For investments in debt instruments, ʀ Fair value through profit or loss (‘FVTPL’) this will depend on the business model in which Assets that do not meet the criteria for amortised the investment is held. For investments in equity cost or FVTOCI are measured at FVTPL. A gain or instruments, this will depend on whether the Company loss on a debt investment that is subsequently has made an irrevocable election at the time of initial measured at FVTPL (unhedged) is recognised net recognition to account for the equity investment at in the Statement of Profit and Loss in the period in fair value through OCI. The Company has elected to which it arises. Interest income from these financial consider the carrying cost of equity investments in assets is included in other income. subsidiaries and joint venture at cost. Equity instruments The Company reclassifies debt investments when and only when its business model for managing those The Company subsequently measures all equity assets changes. investments at fair value. Where the Company’s management has elected to present fair value gains Debt instruments and losses on equity investments in OCI, there is no Measurement subsequent reclassification of fair value gains and At initial recognition, the Company measures a losses to the Statement of Profit and Loss. When the financial asset at its fair value (other than financial asset financial asset is derecognised, the cumulative gain at fair value through profit or loss). Transaction costs or loss previously recognised in OCI is reclassified that are directly attributable to the acquisition of the to equity. Dividends from such investments are financial assets are added to the fair value measured recognised in the Statement of Profit and Loss within on initial recognition. Transaction costs of financial other income when the Company’s right to receive assets carried at fair value through profit or loss are payments is established. Impairment losses (and expensed in the Statement of Profit and Loss. reversal of impairment losses) on equity investments measured at FVTOCI are not reported separately from Subsequent measurement of debt instruments other changes in fair value. depends on the Company’s business model for managing the asset and the cash flow characteristics Cash and cash equivalents of the asset. There are three measurement categories The Company considers all highly liquid financial into which the Company classifies its debt instruments: instruments, which are readily convertible into known ʀ Amortised cost amounts of cash, that are subject to an insignificant risk of change in value with a maturity within three Assets that are held for collection of contractual months or less from the date of purchase, to be cash flows, where those cash flows represent solely cash equivalents. Cash and cash equivalents consist payments of principal and interest, are measured at of balances with banks which are unrestricted for amortised cost. A gain or loss on a debt investment withdrawal and usage. (unhedged) that is subsequently measured at amortised cost is recognised in the Statement of Derecognition of financial assets Profit and Loss when the asset is derecognised A financial asset is derecognised only when the or impaired. Interest income from these financial Company assets is included in finance income using the ʀ has transferred the rights to receive cash flows effective interest rate (‘EIR’) method. from the financial asset; or ʀ Fair value through other comprehensive ʀ retains the contractual rights to receive the income (‘FVTOCI’) cash flows of the financial asset, but assumes a Assets that are held for collection of contractual contractual obligation to pay the cash flows to one cash flows and for selling the financial assets, or more recipients. where the assets’ cash flows represent solely Where the Company transfers an asset, it evaluates payments of principal and interest, are measured whether it has transferred substantially all risks and at FVTOCI. Movements in the carrying amount are rewards of ownership of the financial asset. Where recorded through OCI, except for the recognition the Company has transferred substantially all risks of impairment gains or losses, interest revenue and rewards of ownership, the financial asset is and foreign exchange gains or losses which are derecognised. Where the Company has not transferred recognised in the Statement of Profit and Loss. substantially all risks and rewards of ownership of the When the financial asset is derecognised, the financial asset, the financial asset is not derecognised. cumulative gain or loss previously recognised in Where the Company has neither transferred a financial OCI is reclassified from equity to the Statement asset nor retained substantially all risks and rewards of of Profit and Loss. Interest income from these ownership of the financial asset, the financial asset is financial assets is included in other income using the EIR method.
148 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 149 Standalone Financial Statements whether the hedging instrument is expected to is expected instrument to the hedging whether values of hedged in cash flows or fair changes offset its risk documents management The Company items. undertaking for objective and strategy various hedge transactions inception of each hedge at the relationship. and into contract the derivative the date is entered their fair value at to remeasured subsequently are The accounting for the end of each reporting period. fair value depends on whether subsequent changes in instrument, a hedging as the derivative is designated being hedged and the of the item the nature and if so, designated. type of hedge relationship accounting and qualify as cash designated derivatives that are OCI and as cash through is recognised flow hedges, the to limited reserveflow hedging equity, within on value of the hedged item change in fair cumulative the inception of the hedge. value basis from a present portion the ineffective to is The gain or loss relating and of Profit in the Statement immediately recognised Loss. When the on settlement. and Loss of Profit Statement transaction in the recognition results hedged forecast of a non-financial asset, the amounts accumulated the to in equity gain or loss relating with respect to portioneffective of the spot component of forward and losses gains hedging both the deferred contracts, included forward points are aligned and the deferred The deferred within the initial cost of the asset. in the Statement recognised ultimately amounts are or profit affects as the hedged item and Loss of Profit loss. or when a hedge no longer meets the terminated, then hedge accounting hedge accounting, criteria for cumulative and any is discontinued prospectively in costs of hedging gain or loss and deferred deferred equity in equity until the forecast remains at that time transaction is no When the forecast transaction occurs. gain or loss the cumulative occur, longer expected to reported in that were costs of hedging and deferred of the Statement to transferred equity immediately are and Loss. Profit accounted such contracts are as hedges, designated FVTPL.through accounting hedges. at fair value on initially recognised Derivatives are for hedge qualify hedges that flow Cash portion The effective of changes in the fair value of the to reclassified in equity Amounts accumulated are is sold or instrument expires, When a hedging as hedges not designated are that Derivatives When derivative contracts not hedge risks to are no designated were there end, at the year As derecognised if the Company has not retained control control not retained has if the Company derecognised retains the Company Where asset. of the financial is continued to financial asset, the asset of the control the extent to of continuing involvement be recognised asset. in the financial equity with the financial liabilities or as in accordance substance of the contractual arrangement. an entity in the assets of after interest a residual deducting Equity all of its liabilities. instruments at the proceeds recorded are issued by the Company issue costs. direct net of received, These and other liabilities. trade payables borrowings, net of transaction at fair value, initially measured are at amortised subsequently measured and are costs, The EIR is a method of cost using the EIR method. calculating the amortised cost of a financial liability the relevant expense over and of allocating interest interest The effective rate. interest period at effective that exactly is the rate discounts estimated rate of the expected life through cash payments future a shorter appropriate, where or, the financial liability, period. or modification of terms of renegotiation as a result of the financial in derecognition that do not result and of Profit in the Statement is recognised liability, Loss. discharged, when, and only when, its obligations are cancelled or they expire. has an unconditional right defer to the Company at least 12 months after settlement of the liability for the reporting period. is not due within 12 months liabilities unless payment after the reporting period. certain reduce derivative instruments to financial foreign to business risks its exposure which arise from fluctuations rate associated and interest exchange When the (cash flow hedges). with borrowings undertake opts to Company the hedge accounting, at the inception of the hedging documents, Company transaction, between economic relationship the including instruments and hedged items hedging 2.11.2 Debt and equity instruments Debt as either and equity classified instruments are liabilities Financial An equity contract instrument is any that evidences 2.11.3 financial liabilities comprise The Company’s the carrying to Changes amount of a financial liability of financial liabilities financial liabilities Derecognition derecognises The Company Presentation liabilities unless classified as current are Borrowings as current presented are and other payables Trade 2.11.4 and hedging activities Derivatives In uses the ordinary the Company course of business, The entire fair value of a hedging derivative is classified recognised for an asset in prior accounting periods no as a noncurrent asset or liability when the remaining longer exists or may have decreased, consequent to maturity of the hedged item exceeds 12 months; which such reversal of impairment loss is recognised it is classified as a current asset or liability when the in the Statement of Profit and Loss. remaining maturity of the hedged item does not 2.13 Inventories exceed 12 months. Inventories are valued at lower of cost (on weighted 2.11.5 Financial guarantee contracts average basis) and net realisable value after providing Financial guarantee contracts are recognised as a for obsolescence and other losses, where considered financial liability at the time of issuance of guarantee. necessary. Cost includes all charges in bringing The liability is initially measured at fair value and are the goods to their present location and condition, subsequently measured at the higher of the amount including other levies, transit insurance and receiving of loss allowance determined, or the amount initially charges. Work-in-progress and finished goods include recognised less, the cumulative amount of income appropriate proportion of overheads and, where recognised. applicable, taxes and duties. Net realisable value is 2.11.6 Offsetting of financial instruments the estimated selling price in the ordinary course of business, less the estimated costs of completion and Financial assets and financial liabilities are offset when the estimated costs necessary to make the sale. the Company has a legally enforceable right (not contingent on future events) to off-set the recognised 2.14 Revenue recognition amounts either to settle on a net basis, or to realise the 2.14.1 Sale of goods assets and settle the liabilities simultaneously. Revenue from the sale of goods is recognised at the 2.11.7 Fair value of financial instruments fair value of the consideration received or receivable, In determining the fair value of its financial net of returns, including estimated returns where instruments, the Company uses a variety of methods applicable, and trade discounts, rebates and related and assumptions that are based on market conditions taxes, when all significant risks and rewards of and risks existing at each reporting date. The methods ownership of the goods have been passed to the used to determine fair value include discounted cash buyer, either on despatch or delivery of goods, based flow analysis, available quoted market prices and on the contracts. dealer quotes. All methods of assessing fair value result In respect of Urea, sales are recognised based on in general approximation of value. concession rates as notified under the New Pricing 2.12 Impairment Scheme. Equated freight claims and escalation claims for Urea sales are estimated by Management based Financial assets (other than at fair value) on the norms prescribed or notified under the said The Company assesses on a forward looking basis Scheme. In case of Complex Fertilisers, sales include the expected credit losses associated with its assets price concessions, as notified under the Nutrient Based carried at amortised cost and debt instruments carried Subsidy policy, or as estimated by the Management at FVTOCI. The impairment methodology applied based on the norms prescribed. depends on whether there has been a significant 2.14.2 Interest income increase in credit risk. In respect of trade receivables the Company applies the simplified approach permitted For all debt instruments measured either at amortised by Ind AS 109 - Financial Instruments, which requires cost or at FVTOCI, interest income is recorded using expected lifetime losses to be recognised upon initial the EIR method. recognition of the receivables. 2.14.3 Dividend income PPE, CWIP and intangible assets Dividend income is accounted for when Company’s The carrying values of assets / cash generating units right to receive the income is established. (‘CGU’) at each Balance Sheet date are reviewed to 2.14.4 Insurance claims determine whether there is any indication that an asset Insurance claims are accounted for on the basis of may be impaired. If any indication of such impairment claims admitted / expected to be admitted and to exists, the recoverable amount of such assets / CGU the extent that there is no uncertainty in receiving the is estimated and in case the carrying amount of claims. these assets exceeds their recoverable amount, an impairment loss is recognised in the Statement of Profit 2.15 Leases and Loss. The recoverable amount is the higher of the The determination of whether an agreement is, or net selling price and their value in use. Value in use is contains, a lease is based on the substance of the arrived at by discounting the future cash flows to their agreement at the date of inception. present value based on an appropriate discount factor. Finance Leases: Assessment is also done at each Balance Sheet date as to whether there is indication that an impairment loss Lease arrangements in which substantially all risks and rewards of ownership of the under-lying assets are
150 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 151 Standalone Financial Statements when employees render service render when employees that increase compensated their entitlement of future absences; and when the absences occur. absence, with actuarialwith carried being valuations each out at date. Balance Sheet the value of the present represents Balance Sheet by the fair value obligation as reduced defined benefit assets. of scheme cash outflows, future by discounting the estimated using marketgovernment yields of bonds of equivalent term and currency the liability. to the net defined benefit to rate applying the discount on income/(expense) The net interest liability or asset. in the liabilitythe net defined benefit recognised is and loss. of Profit Statement are of the asset ceiling (if any), the effect and losses, in the Balance Sheet with a immediately recognised earnings retained to or credit charge corresponding OCI in the period in which they occur. through the Statement to not reclassified are Remeasurements in subsequent periods. and Loss of Profit plan amendments or from obligation resulting in the immediately curtailments recognised are as past service and Loss cost. of Profit Statement the services by for be paid in exchange rendered during the period when the is recognised employees include These benefits the service. renders employee and absences such as paid annual leave compensated performance occur expected to which are incentives after months periodwithin twelve the end of the in services. the related renders which the employee under: months after the end of the periodoccur within twelve services the related renders are in which the employee benefits of providing The cost as a liability. recognised is actuarially unit determined using the projected with actuarial method, valuations being carriedcredit Service Long Awards out at each Balance Sheet date. value of the as a liability at the present recognised are All gains/losses obligation at the Balance Sheet date. actuarial recognised due to immediately valuations are and Loss. of Profit in the Statement in the recognised benefit obligation The retirement value of the said obligation is determined The present by calculated income/(expense) are The interest comprising of actuarial Remeasurements, gains value of the defined benefit Changes in the present 2.16.2 benefits Short-term employee The short-termbenefits expected to employee as absences is accounted The cost of compensated (a) In absences, case of accumulating compensated (b) In case of non-accumulating compensated 2.16.3 benefits Other employee long-term not expected to absences which are Compensated Chemicals Limited Employees’ Provident Fund Trust, Trust, Fund Provident Employees’ Chemicals Limited to charged and are by the Company, administered Trust The as incurred. and Loss of Profit the Statement instruments as permitted in specific designated invests portionThe remaining is contributed by Indian law. The pension fund. the government administered to shortfall the contribution and any is liable for Company by realised between the amount of interest in interest members to payable and the interest the investments by the Government of India declared in at the rate by the Company. administered Trust respect of the pension medical benefits, post-retirement fund, and family benefit liabilities (including directors’) benefits is actuarially the cost of providing scheme, method, unit credit determined using the projected benefit scheme for eligible employees in the form of in the form employees eligible benefit scheme for as an expense as charged superannuation fund are classified as Defined Such benefits are they fall due. does not carryContributionthe Company Schemes as furtherany apart obligations, the contributions from made. operating leases. lessor with the substantially vest ownership of an asset under rentals Lease as operating leases. recognised are of in the Statement recognised operating leases are the lease basis over on a straight-line and Loss Profit in increase to structured are term unless the payments for compensate line with expected inflation to general expected inflationarythe lessor’s cost increases. compensated gratuity fund, superannuation fund, long service post-retirement absences, awards, obligations and retirement directors’ medical benefits, family benefit scheme. transferred to the Company, are classified as finance as finance classified are Company, the to transferred lease. if lower, the lease or, at the inception of at their fair value lease payments. value of the minimum at the present liabilityThe corresponding in the lessor is included to finance lease obligation. Lease the Balance Sheet as a apportioned are payments between expenses finance achieve obligation so as to of the lease and reduction balance of on the remaining of interest a constant rate the liability. of gratuity defined benefit schemes in the form For Tata made to are Fund a Provident Contributions to Defined benefit plans Defined a defined contribution to retirement Payments contribution plans of the risks arrangements and rewards where Lease 2.16 benefits plans Employee fund, benefits consist of provident Employee 2.16.1 benefit plans Post-employment not classified as finance lease are which are The leases leases: Operating initially recognised held under finance leases are Assets 2.17 Employee separation compensation excludes items that are never taxable or deductible. Compensation paid/payable to employees who have The Company’s liability for current tax is calculated opted for retirement under a Voluntary Retirement using tax rates and tax laws that have been enacted Scheme including ex-gratia is charged to the or substantively enacted by the end of the reporting Statement of Profit and Loss in the year of separation. period. 2.18 Borrowing costs Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off Borrowing costs are interest and ancillary costs incurred the recognised amounts and there is an intention to in connection with the arrangement of borrowings. realise the asset or to settle the liability on a net basis. General and specific borrowing costs attributable to acquisition and construction of qualifying assets Deferred tax is the tax expected to be payable or is added to the cost of the assets upto the date the recoverable on differences between the carrying asset is ready for its intended use. Capitalisation of values of assets and liabilities in the financial borrowing costs is suspended and charged to the statements and the corresponding tax bases used in Statement of Profit and Loss during extended periods the computation of taxable profit and is accounted when active development activity on the qualifying for using the balance sheet liability method. Deferred assets is interrupted. All other borrowing costs are tax liabilities are generally recognised for all taxable recognised in the Statement of Profit and Loss in the temporary differences arising between the tax base period in which they are incurred. of assets and liabilities and their carrying amount, except when the deferred income tax arises from the 2.19 Government grants initial recognition of an asset or liability in a transaction Government grants and subsidies are recognised that is not a business combination and affects neither when there is reasonable assurance that the Company accounting nor taxable profit or loss at the time of the will comply with the conditions attached to them and transaction. In contrast, deferred tax assets are only the grants and subsidies will be received. Government recognised to the extent that it is probable that future grants whose primary condition is that the Company taxable profits will be available against which the should purchase, construct or otherwise acquire non- temporary differences can be utilised. current assets are recognised as deferred revenue in The carrying value of deferred tax assets is reviewed the Balance sheet and transferred to the Statement of at the end of each reporting period and reduced to Profit and Loss on systematic and rational basis over the extent that it is no longer probable that sufficient the useful lives of the related asset. taxable profits will be available to allow all or part of 2.20 Segment reporting the asset to be recovered. The operating segments are the segments for which Deferred tax is calculated at the tax rates that are separate financial information is available and for expected to apply in the period when the liability is which operating profit/loss amounts are evaluated settled or the asset is realised based on the tax rates regularly by the Managing Director and Chief Executive and tax laws that have been enacted or substantially Officer (who is the Company’s chief operating decision enacted by the end of the reporting period. The maker) in deciding how to allocate resources and in measurement of deferred tax liabilities and assets assessing performance. reflects the tax consequences that would follow from the manner in which the Company expects, at the end The accounting policies adopted for segment of the reporting period, to cover or settle the carrying reporting are in conformity with the accounting value of its assets and liabilities. policies of the Company. Segment revenue, segment expenses, segment assets and segment liabilities have Deferred tax assets and liabilities are offset to the been identified to segments on the basis of their extent that they relate to taxes levied by the same tax relationship to the operating activities of the segment. authority and there are legally enforceable rights to set Inter segment revenue is accounted on the basis of off current tax assets and current tax liabilities within transactions which are primarily determined based on that jurisdiction. market / fair value factors. Revenue, expenses, assets Current and deferred tax are recognised as an expense and liabilities which relate to the Company as a whole or income in the statement of profit and loss, except and are not allocable to segments on a reasonable when they relate to items credited or debited either in basis have been included under ‘unallocated revenue other comprehensive income or directly in equity, in / expenses / assets / liabilities’. which case the tax is also recognised in OCI or directly 2.21 Income tax in equity. Tax expense for the year comprises current and Deferred tax assets include a credit for the Minimum deferred tax. The tax currently payable is based on Alternate Tax (‘MAT’) paid in accordance with the tax taxable profit for the year. Taxable profit differs from net laws, which is likely to give future economic benefits in profit as reported in the statement of profit and loss the form of availability of set off against future income because it excludes items of income or expense that tax liability. MAT asset is recognised as deferred tax are taxable or deductible in other years and it further assets in the Balance Sheet when the asset can be
152 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 153 123 crore (subject fulfilment to 123 crore ` Standalone Financial Statements will be applied retrospectively to each prior to reporting will be applied retrospectively with Ind in accordance AS 8- Accounting period presented and Errors Estimates Changes in Accounting Policies, of initial application at the date recognised the standard approach) catch-up (Cumulative the standard approach - Under this approach Retrospective of initially applying effect with cumulative Retrospectively Amendment Rules, 2018 containing Appendix B to Ind B to Appendix 2018 containing AS Rules, Amendment currency transactionsconsideration and advance 21, Foreign the purposewhich clarifies of the transaction of the date for recognition use on initial to rate determiningthe exchange an entity when expense or income, asset, has of the related currency. a foreign consideration in or paid advance received of the amendment is evaluating the requirements Company statements. on the financial and its effect contractshas notified the Ind with from AS 115, Revenue that an is principle of the new standard The core customers. of depict to transfer the revenue entity should recognise goods or servicespromised in an amount that customers to which the entity to reflects the consideration expects be to or services. those goods the for Further entitled in exchange about the nature, enhanced disclosures requires new standard amount, timing and uncertainty and cash flows of revenue contracts with customers. the entity’s arising from ʀ ʀ of certain agreed conditions and milestones). The effect of The effect of certain conditions and milestones). agreed of the in the financial information will be reflected the transfer period post fulfilment of in which the deal is consummated conditions. agreed periods beginning on or after 1 April, 2018. The Company is Company The 2018. on or afterperiods 1 April, beginning of the amendment and its effect evaluating the requirements on the financial statements. has signed the Company balance sheet date, Subsequent to Allied Silica Limited with M/s. Agreement Transfer a Business silica, on a slump sale their business of precipated acquire to a consideration of basis for The 2018. 1 April, from force will come into The amendment with customers: contracts from Ind AS 115- Revenue 2018, Ministry On 28 March, Affairs (‘MCA’) of Corporate permits two The standard possible methods of transition: adoption of Ind for AS 115 is financial date The effective combination 3.2 Business measured reliably, and it is probable that the future the future that is probable and it reliably, measured the asset will be with benefit associated economic realised. and it is of past events as a result obligation present will be required that an outflow of resources probable respect of which a reliable settle the obligation, in to are Provisions can be made. of the amount estimate settle to required determined based on best estimate When a Balance Sheet date. the obligation at the the cash flows estimated using is measured provision obligation, its carrying settle the present to amount is (when the effect value of those cash flows the present The increase money is material).of the time value of the passage of time is recognised due to in the provisions as at each reviewed are Provisions expense. as interest current reflect the reporting to and adjusted date estimate. the past events, a possible obligation arising from of which will be confirmedexistence only by the or non-occurrenceoccurrence one or more of uncertain control not wholly within the events future that arises obligation or a present of the Company that it is either not probable where past events from settle or a to will be required an outflow of resources of the amount cannot be made. estimate reliable unless an inflow of economic benefits is statements probable. and interim by the shareholders of approval the date as a liability of on the date recorded dividends are of Directors. Board declaration by the Company’s combination consideration: and advance (Indian Standards) has notified the Companies Accounting 2.22 contingencies and Provisions 3.1 pronouncements accounting Recent currency transactions Ind Appendix B to AS 21, Foreign 2018, Ministry On 28 March, Affairs (‘MCA’) Corporate of 3. and business pronouncements accounting Recent has a the Company when is recognised A provision is disclosed when there liabilities are Contingent Dividend 2.23 disclosed in the financial not assets are Contingent as a liability on is recorded dividend on shares Final in crore Total ` Sidings and Railway and Railway Traction Lines Traction and Pans Salt works, Water Water Salt works, works, Reservoirs works, Equipment Vehicles Office Furniture Furniture and Fittings 1.82 crore) for which legal formalities relating to transfer of title are pending. of title are transfer to relating which legal formalities for 1.82 crore) ` Plant and Machinery Other 3.17 crore (2017 : 3.17 crore Buildings * ` Factory Factory Buildings Land Particulars 2016Balance as at 1 April, Additions/adjustmentsDisposals Freehold discontinued to Transferred 23 and 31)operations (note 37.73 2017 31 March, as at Balance Additions/adjustments 4.43 200.15 Disposals (0.75) 41.41 property Investment to Transferred 240.51 12.22 discontinued to Transferred 164.08 23 and 31)operations (note (47.86) (1.13) 1,517.41 2018 31 March, as at Balance - 1.86 148.32 Depreciation Accumulated - 15.62 (93.42) 2016Balance as at 1 April, 1,270.72 207.33 40.28 - (0.43) the year for Depreciation (431.59) 20.48 - 14.76 Disposals 5.37 1.13 144.14 (1.77) (23.15) discontinued to Transferred - (0.63) 23 and 31)operations (note (38.27) 16.42 47.42 139.71 2017 31 March, as at Balance 5.64 - (22.43) (2.15) 1.06 191.87 the year for Depreciation (0.43) 1,309.13 - (1.03) - Impairment 46.45 (0.22) 16.77 12.67 Disposals 3.45 (149.48) (0.85) (8.41) 24.88 8.36 - property Investment - to Transferred - 9.85 discontinued to Transferred (0.80) (0.36) 9.63 (3.98) 23 and 31)operations (note 30.96 7.82 (5.89) 2.82 16.45 - - 15.29 2018 31 March, as at Balance 7.43 - 151.42 6.13 (0.64) 2,104.38 (0.92) 2017 31 March, Net Block as at 42.84 (0.15) - - 13.93 (0.18) (2.54) 2.36 2018 31 March, Net Block as at 129.50 13.41 7.95 2.21 1,735.75 41.41 214.60 (0.49) (4.32) - - - (46.70) - 1.98 0.68 (0.59) 40.28 - (0.05) 36.48 (2.45) 5.97 - 147.63 3.86 243.20 (0.18) 1.33 (21.11) (586.68) 5.52 (1.65) 15.10 (1.92) 18.08 (19.62) 126.06 106.48 1.36 134.39 (0.31) 13.19 (0.11) (0.15) 8.68 121.90 (0.52) 2.37 17.81 - 1,056.12 0.44 1,745.85 1.98 (25.15) - - 12.49 1,038.66 - (0.09) 10.90 270.47 - (96.65) 22.67 - 47.06 (0.32) 11.77 242.92 (4.73) (2.56) 5.98 1.37 5.00 (0.55) - (1.02) (198.78) 0.18 3.27 (0.45) 4.03 - 10.01 (0.47) 4.37 9.68 (24.28) (0.08) - 3.45 23.78 1.25 0.06 - 13.29 (9.76) - 197.68 1.17 (0.27) 29.55 (2.69) 2.17 167.81 - 2.67 0.83 286.06 20.95 (0.94) - 23.80 (0.18) 12.68 (58.05) (0.07) 11.24 0.95 - 1,449.69 (21.38) - 137.05 6.62 1,386.75 - 2.06 - 359.10 (2.78) (124.38) 1.72 65.39 - - (1.92) (3.10) Gross Block Gross 3URSHUW\SODQWDQGHTXLSPHQW * Other flats aggregating Buildings includes cost of residential
154 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 155 during in crore in crore ` ` air value of Others * Total ------Standalone Financial Statements 0.01 - 0.01 2.63 1.17 - - 2.63 1.17 5.81 6.78 12.59 0.53 1.52 2.05 1.13 21.23 22.36 Land Building Total (0.04) - (0.04) (0.21) - (0.21) software the year. the above investment property. investment the above Disposals 23 and 31) discontinued operations (note to Transferred (0.02) - (0.02) Balance as at 31 March, 2018 31 March, as at Balance 2017 31 March, Net Block as at 2018 31 March, Net Block as at 1.80 5.28 3.53 2.28 5.26 4.50 10.54 4.08 8.03 Balance as at 31 March, 2017 31 March, as at Balance Amortisation the year for Impairment 1.32 0.76 2.08 Balance as at 1 April, 2016Balance as at 1 April, Amortisation the year for Disposals 0.21 1.31 0.76 0.76 0.97 2.07 Balance as at 31 March, 2018 31 March, as at Balance amortisation Accumulated 5.33 6.78 12.11 Balance as at 31 March, 2017 31 March, as at Balance Additions Disposals 23 and 31)discontinued operations (note to Transferred Disposals/Adjustments 23 and 31)discontinued operations (note to Transferred 23 and 31) discontinued operations (note to Transferred (1.18) (0.04) - (1.18) - (0.99) (1.61) (0.04) - - (0.99) (1.61) Gross Block Gross 2016Balance as at 1 April, Additions 4.57 6.78 11.35 Particulars Computer Balance as at 31 March, 2018 31 March, at as Balance 2017 31 March, Net Block as at - 1.92 1.92 Balance as at 31 March, 2017 Balance as at 31 March, plant and equipmentproperty, from Transferred - 1.92 1.92 Balance as at 31 March, 2017 at 31 March, Balance as 2018 31 March, at as Balance amortisation Accumulated 1.13 23.15 24.28 Particulars Block Gross plant and equipmentproperty, from Transferred 2018 31 March, Net Block as at 1.13 23.15 24.28 * Others the Ministry by include rights use the wagon provided to of Railways carry to goods at concessional freight. 6. Intangible assets assets 6. Intangible Footnotes: a) property properties has classified above of assessment of f as investment 2018, the Company and is in process at 31 March, As ΖQYHVWPHQWSURSHUW\ b) properties property income on the above after material rental as investment its classification has not earned any The Company 7. Investments
Particulars As at 31 March, 2018 As at 31 March, 2017 Holdings Amount Holdings Amount No. of shares ` in crore No. of shares ` in crore (a) Investments in equity instruments in subsidiaries and joint venture (fully paid up) (i) Subsidiaries (at cost) Quoted Rallis India Ltd. 9,73,41,610 479.97 9,73,41,610 479.97 Unquoted Bio Energy Ventures -1 (Mauritius) Pvt. Ltd. (footnote ‘i’) 57,53,81,426 2,398.39 57,53,81,426 2,398.39 Ncourage Social Enterprise Foundation 50,000 0.05 - - (ii) Investments in preference shares (fully paid up) Subsidiaries (Fair value through profit and loss) Unquoted 5% Non-Cumulative Redeemable Preference Shares of Bio Energy Venture -1 (Mauritius) Pvt. Ltd (footnote ‘i’) 15,00,014 977.63 15,00,014 972.75 (iii) Joint venture (at cost) Unquoted Indo Maroc Phosphore, S.A. , Morocco 2,06,666 166.26 2,06,666 166.26 Total investments (i+ii+iii) 4,022.30 - 4,017.37 (b) Other investments (i) Investments in equity instruments (Fair value through other comprehensive income) Quoted The Indian Hotels Co. Ltd. 1,06,89,348 138.32 89,07,790 113.04 Oriental Hotels Ltd. 25,23,000 10.53 25,23,000 8.96 Tata Investment Corporation Ltd. 4,75,840 35.01 4,75,840 30.27 Tata Steel Ltd. 28,90,693 165.07 24,91,977 120.29 Tata Steel Ltd. (Partly Paid) 1,99,358 2.80 - - Tata Motors Ltd. 19,66,294 64.27 19,66,294 91.60 Tata Global Beverages Ltd. - - 4,31,75,140 650.00 Titan Company Ltd. 1,38,26,180 1,302.84 1,38,26,180 639.81 Unquoted The Associated Building Co. Ltd. 550 0.02 550 0.02 Taj Air Ltd. 40,00,000 - 40,00,000 - Tata Industries Ltd. 98,61,303 170.19 98,61,303 170.19 Tata Capital Ltd. 32,30,859 16.15 32,30,859 10.79 Tata International Ltd. 48,000 137.76 48,000 124.80 Tata Projects Ltd. 1,93,500 264.48 1,93,500 210.24 Tata Services Ltd. 1,260 0.13 1,260 0.13 Tata Sons Ltd. 10,237 56.86 10,237 56.86 Tata Teleservices Ltd. (footnote ‘ii’) 12,85,110 - 12,85,110 1.51 IFCI Venture Capital Funds Ltd. 2,50,000 0.67 2,50,000 0.67 Kowa Spinning Ltd. 60,000 * 60,000 * Global Innovation And Technology Alliance (GITA) 15,000 1.50 15,000 1.50 Water Quality India Association 7,100 0.01 7,100 0.01 Total investments (b(i)) 2,366.61 2,230.69 Aggregate amount of quoted investments 2,198.81 2,133.94 Aggregate market value of quoted investments 4,021.46 4,182.42 Aggregate carrying value of unquoted investments 4,190.10 4,114.12 Aggregate amount of impairment in value of Investments 1.51 - Footnotes: i. During the year ended 31 March, 2018, the Board of Directors of the Company has approved the Scheme of Amalgamation (“Scheme”) under the provisions of Section 234 read with Sections 230 to 232 of the Companies Act, 2013 for the merger of Bio Energy Venture 1 (Mauritius) Pvt. Ltd., a wholly owned subsidiary of the Company, with the Company, subject to necessary statutory and regulatory approvals, including approval of the National Company Law Tribunal. The Scheme is in process of being filed. ii. Shares can be transferred only with the prior approval of the Board of Directors of Tata Teleservices Ltd. * value below ` 50,000/- 156 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 157 As at As at As at in crore in crore in crore ` ` ` 31 March, 2017 31 March, 31 March, 2017 31 March, 31 March, 2017 31 March, - 0.31 8.85 1.57 6.32 2.46 0.26 4.87 0.26 0.38 1.61 7.07 3.05 9.33 - 10.65 1.80 0.44 5.13 0.64 1.38 0.51 1.10 0.67 As at As at As at 10.02 0.54 30.13 22.24 30.12 65.71 71.65 48.38 30.11 65.25 75.38 65.25 130.84 57.69 172.08 134.03 31 March, 2018 31 March, 31 March, 2018 31 March, 31 March, 2018 31 March, Standalone Financial Statements *) due from officer of the Company. Maximum balance outstanding during the year is Maximum is during balance outstanding the year officer of the Company. *) due from ` Nil (2017: ` 50,000. ` *). ` * (2017: ` Loans to employees (footnote ‘i’) (footnote employees to Loans 0.51 0.67 Loans to employees (footnote ‘i’) (footnote employees to Loans 1.38 1.10 Less: Allowances for bad and doubtful advances for Allowances Less: (0.01) (0.46) Current (c) Statutory receivables Non-Current (b) Deposit with public bodies and others(c) expenses Prepaid (d) Gratuity fund (e) Others (b) suppliers to Advance (d) Others 36.57 39.65 (a) expenses Prepaid (a) Capital advances Particulars Particulars Non-Current (c)(d) income interest Accrued (e) party - Related recoverable Advance Others 16.24 1.20 (a)(b) party - Related Claim receivable 39) (note 36) Derivatives (note 34.97 37.86 Particulars (a) deposits Fixed (b) 36) Derivatives (note (a) good) considered Other loans (Unsecured, (a) good) considered Other loans (Unsecured, Current Current Non-Current /RDQV 10. Other assets 10. Other 2WKHUȴQDQFLDODVVHWV Footnote: (i) includes employees to Loans * value below 11. Inventories ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 (a) Raw materials 239.27 321.77 (b) Work-in-progress 28.94 23.78 (c) Finished goods 77.10 72.28 (d) Stock in trade 40.66 107.25 (e) Stores, spare parts and packing materials 64.69 86.45 450.66 611.53 Footnotes: (i) Inventories include goods in transit:
- Raw materials 55.82 77.97 - Stock in trade 7.09 5.23 - Stores and spare parts and packing materials 1.75 0.40 (ii) The cost of inventories recognised as an expense in the form of raw material consumption, change in inventory, stores consumption, trading purchases, packing materials consumption and power and fuel consumption during the year in respect of the continuing operations was ` 1,490.85 crore (2017: ` 1,632.66 crore) (iii) The cost of inventories recognised as an expense includes ` 7.67 crore (2017: ` 35.47 crore) in respect of write-down of inventories to net realisable value, and has been reduced by ` 4.17 crore (2017: ` 2.55 crore) in respect of reversal of such write-down. Reversal of previous write-downs have been largely as a result of increased selling prices of certain products. (iv) Inventories have been offered as security against the working capital facilities provided by the bank. 12. Trade receivables ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 Current (a) Secured, considered good 37.75 39.91 (b) Unsecured, considered good 102.61 991.78 (c) Unsecured, considered doubtful 14.87 42.60 Less: Allowance for doubtful trade receivables (14.87) (42.60) 140.36 1,031.69 Footnotes: (i) Trade receivables include ` Nil (2017: ` 870.98 crore) on account of subsidy receivable from the Government. Subsidy receivable that relates to Phosphatic Fertiliser business and Trading business are reflected in note 31. (ii) Before accepting any new customer, the Company has appropriate levels of control procedures which ensure the potential customer’s credit quality; credit limits scoring attributed to customers are reviewed periodically by Management. (iii) Movement in allowance for doubtful trade receivables. ` in crore Particulars Year ended Year ended 31 March, 2018 31 March, 2017 Balance at the beginning of the year 42.60 45.94 Allowance for doubtful debts pertaining to discontinued operations (31.33) (0.05) Provision during the year 6.55 71.33 Reversal during the year (2.95) (74.62) Balance at the end of the year 14.87 42.60 (iv) Trade receivables have been offered as security against the working capital facilities provided by the bank.
158 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements ral 159 As at in crore in crore in crore ` ` `
e remaining e remaining 31 March, 2017 31 March, - 37.51 0.02 0.14 As at 78.27 79.73 450.00 - 465.63 14.70 No. of Shares of Shares No. No. of Shares of Shares No. 31 March, 2018 31 March, Standalone Financial Statements 254.82 254.82 in crore in crore in crore in crore ` `
10 per share. Each shareholder is eligible for one vote per share per share one vote for is eligible Each shareholder 10 per share. ` As at 31 March, 2018 31 March, As at 2017 31 March, As at 27,00,00,000 270.00 27,00,00,000 270.00 254.84 27,00,00,000 254.76 270.00 25,48,42,598 254.84 25,47,56,278 27,00,00,000 254.76 25,48,42,598 25,47,56,278 No. of Shares of Shares No. No. of Shares of Shares No. 10 each 10 each 10 each ` ` ` balance sheet date) Meeting except in the case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive th receive to eligible In are of liquidation, the equity in the case of interim dividend. Meeting the event shareholders except in proportion their shareholding. accounts, to after distribution of all preferential assets of the Company, held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual Gene shareholders of the is subject the approval of Directors to by the Board The dividend proposed held. Non-cashtransactions Ordinary : shares Balance as at 1 AprilOrdinary : shares Balance as at 1 April 25,48,42,598 254.84 25,47,56,278 25,48,42,598 254.76 254.84 25,47,56,278 254.76 Ordinary of shares Ordinary of shares Ordinary of shares shares paid-up on forfeited Amount originally 86,320 0.06 86,320 0.06 Balance as at 31 March as at Balance 31 March as at Balance 25,48,42,598 254.84 25,47,56,278 25,48,42,598 254.76 254.84 25,47,56,278 254.76
Particulars (a)(b) Earmarked balances with banks maturity original with the Deposit(other than (d) above, accounts less than 12 months from 15.63 14.70 Cash and cash equivalents as per Statement of Cash Flow of Cash per Statement as and cash equivalents Cash Other bank balances: 3,303.29 1,097.38 (a)(b) Balance with banks (c) Cheques on hand (d) on hand Cash Deposits maturity (with original accounts less than 3 months) 3,225.00 980.00 Subscribed and paid up: Issued share capital: Issued share Particulars 2018 31 March, ended Year 2017 ended 31 March, Year (a) Authorised: (b) Issued : (c) Subscribed and fully paid up: (d) shares: Forfeited (ii) equity to shares attached rights Terms/ has issued one class of ordinary at par value of The Company shares Footnotes: (i) end the year and at the beginning outstanding at and amount in number of shares movement The
13. equivalents and cash Cash (TXLW\VKDUHFDSLWDO and financing activities. non cash investing any into has not entered The Company Footnote: (i) (iii) Details of shares held by each shareholder holding more than 5% shares.
Particulars As at 31 March, 2018 As at 31 March, 2017 Ordinary shares with voting rights No. of shares % No. of shares % (i) Tata Sons Ltd. 5,97,86,423 23.47 4,93,06,423 19.35 (ii) ICICI Prudential Mutual fund 1,54,19,534 6.05 1,80,53,193 7.09 (iii) Tata Investment Corporation Ltd. 1,52,00,001 5.97 1,52,00,001 5.97 (iv) HDFC Trustee Company Limited 1,38,30,156 5.43 * * * Not holding more than 5% shares 2WKHUHTXLW\ ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 1 Capital reserve and other reserves from amalgamation 21.11 21.11 2 Securities premium reserve 1,258.21 1,258.21 3 Capital redemption reserve 0.10 0.10 4 Debenture redemption reserve 240.00 240.00 5 General reserve 1,171.94 1,171.94 6 Retained earnings 6,435.12 4,072.61 7 Equity instruments through other comprehensive income 1,942.84 1,836.66 Total other equity 11,069.32 8,600.63 The movement in other equity Particulars Year ended Year ended 31 March, 2018 31 March, 2017 15.1 Capital reserve and other reserves from amalgamation Balance at the beginning of the year 21.11 21.11 Balance at the end of the year 21.11 21.11 15.2 Securities premium reserve Balance at the beginning of the year 1,258.21 1,258.21 Balance at the end of the year 1,258.21 1,258.21 Footnote: Securities premium reserve is used to record the premium on issue of shares. The reserve is eligible for utilisation in accordance with the provisions of the 2013 Act. 15.3 Capital redemption reserve Balance at the beginning of the year 0.10 0.10 Balance at the end of the year 0.10 0.10 15.4 Debenture redemption reserve Balance at the beginning of the year 240.00 240.00 Balance at the end of the year 240.00 240.00 Footnote: The Company is required to create a debenture redemption reserve out of the profits which is available for the purpose of redemption of debentures. 15.5 General reserve Balance at the beginning of the year 1,171.94 1,171.94 Balance at the end of the year 1,171.94 1,171.94 Footnote: The general reserve represents amounts appropriated out of retained earnings based on the provisions of the Act prior to its amendment.
160 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 161 As at As at in crore in crore in crore ` ` ` Year ended Year 411.54 crore) 411.54 crore) ` 31 March, 2017 31 March, 31 March, 2017 31 March, 31 March, 2017 31 March, - 110.00 - 273.73 0.61 522.50 As at As at 412.84 681.07 818.94 1,087.93 1,766.96 692.71 Year ended Year 31 March, 2018 31 March, 31 March, 2018 31 March, 31 March, 2018 31 March, 413.60 crore (2017: 413.60 crore ` Standalone Financial Statements 23.60 crore 23.60 crore ` 410.31 crore) (USD 63.27 million). This has been disclosed (USD 63.27 million). 410.31 crore) ` 10 lakhs each are redeemable at par on 2 July, 2019 and bear 10 lakhs at par on 2 July, redeemable each are ` 11 per share). ` 412.36 crore (2017: 412.36 crore ` 22 per share (2017: 22 per share ` 49.09 crore). ` (2017: financial year 2017-18 and a special dividend of 110% to reflect the disposal of the of 110% to 2017-18 and a special dividend financial year to aggregating Business, Fertiliser interest rate of 10% per annum. rate interest semiannually. of 1.95%, payable of LIBOR plus spread (USD 63.46 million) and bear interest in note 17 within the heading current maturity 17 within the heading current in note of non-currentliabilities (current). under other financial borrowings (ii) (ii) of net defined benefit plans loss of Includes balance of remeasurement Balance at the beginning of the yearBalance at the beginning Changes in fair value of equity instruments at FVTOCI (net of tax) earnings retained to Transfer the end of the year at Balance Footnote: of equity gains and losses arising on the revaluation the cumulative This reserve represents net of amounts income, other comprehensive fair value through at instruments measured been disposed off. earnings when those assets have retained to reclassified 1,010.16 410.68 1,836.66 1,425.98 1,942.84 (903.98) 1,836.66 - Balance at the end of the year (footnote ‘ii’) (footnote of the year the end at Balance Footnotes: (i) the of 110% (2017: 110%) for a dividend has recommended of Directors Board The 6,435.12 4,072.61 Remeasurement of defined employee benefit plans (net of tax) of defined employee Remeasurement on dividendDividend including tax income Equity other comprehensive from through instruments Transfer 903.98 21.42 (32.52) - (329.85) (301.67) Balance at the beginning of the year beginning Balance at the the year for Profit 4,072.61 3,714.09 Less: UnamortisedLess: cost finance 0.76 2.90 15.7 income other comprehensive Equity through instruments 15.6 earnings Retained Particulars (c)‘iii’) (footnote against subsidy receivable Loan - 85.96 Unsecured - from banks - from Unsecured (a)‘iv’) Working demand loan (footnote capital (b)‘ii’) (footnote credit Supplier’s - 50.00 (a)‘i’) Cash/packing (footnote credit (b)‘ii’) (footnote credit Supplier’s 0.61 2.81 Particulars (a)‘i’) Non-convertible (footnote debentures (b)‘ii’) loans - bank (footnote Term 250.00 250.00 413.60 821.84 (a) 33) under finance leases (note Obligations amortised - at Unsecured cost 18.23 18.99 Particulars Non-Current amortised - at Secured cost Current demand on repayable Loans banks - from Secured Footnotes: Footnotes: (i) Non-convertible redeemable face value of having Unsecured debentures 16. Borrowings (ii) 2019 on 21 October, repayments (‘ECB’) due for Borrowings are The External Commercial is within one year portionrepayment Current due for Footnotes: (i) Loans from banks on Cash Credit carry an interest ranging from 8.30% p.a. to 9.00% p.a. and are secured by way of hypothecation of stocks of raw materials, finished products, stores and work-in-process as well as book debts. (ii) During the previous year ended 31 March, 2017, Supplier’s credit due for payment within 180 days bears interest of ‘LIBOR plus spread’ of 1.31% per annum secured against current assets. (iii) During the previous year ended 31 March, 2017, The Department of Fertilizers, Government of India, has notified ‘Special Banking Arrangement’ scheme to address the concern of delay in subsidy disbursement. This arrangement has been made by the Government with the State Bank of India Consortium (SBI Consortium). Loans under this scheme are secured by hypothecation of subsidy receivables. Fixed interest rate of 8.00% per annum out of which 6.25% per annum shall be borne by the government and repaid in April 2017. The remaining 1.75% per annum shall be borne by the Company and will be recovered upfront for 60 days from the company at the time of disbursement of the facility. (iv) During the previous year ended 31 March, 2017, unsecured working capital demand loan of ` 50 crore was availed by the Company repayable in May 2017. The loan bears interest of one month T-bill plus 0.05% per annum.
2WKHUȴQDQFLDOOLDELOLWLHV
` in crore Particulars As at As at 31 March, 2018 31 March, 2017 Non-Current (a) Derivatives (note 36) - 1.35 (b) Pension payable on employee separation scheme 0.29 0.35 0.29 1.70 Current (a) Current maturities of non-curent borrowings (note 16 (footnote ‘ii’)) 412.36 410.31 Less: Unamortised cost of borrowings 2.13 3.50 410.23 406.81 (b) Current maturities of finance lease obligations (note 33) 5.22 23.38 (c) Interest accrued 31.47 37.30 (d) Creditors for capital goods 36.77 32.89 (e) Unclaimed dividend (footnote ‘i’) 15.66 14.75 (f) Unclaimed debenture interest 0.01 0.01 (g) Derivatives (note 36) 0.13 20.72 (h) Security deposit from customers 28.49 37.10 (i) Accrued expenses 69.83 77.43 (j) Others 42.85 5.90 640.66 656.29 Footnote: (i) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company except for ` 0.02 crore (2017: ` 0.53 crore), wherein legal disputes with regards to ownership have remained unresolved.
162 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 163 y tax, As at ming of in crore in crore `
in and will ` e outflows
made as at Total 31 March, 2017 31 March, 2.85 2.90 3.83 2.42 As at 41.77 48.88 46.93 97.19 53.13 182.84 114.61 117.51 141.10 143.52 (3) Others 31 March, 2018 31 March, Standalone Financial Statements (2) warranty Provision for Provision (1) obligation retirement is expected to be within a period thirtyis expected to of one to of balance sheet. the date from years the outflows is expected to be within a period of one year from the date of balance sheet. the date be within a period from the outflows is expected to of one year The timing of outflows is uncerta and other claims. indirect taxes including direct taxes, items and other disputed land revenue cases. depend on the cessation of the respective respective year ends represents the amount of the expected cost of meeting such obligations of rectification/replacement. The ti the amount of the expected of rectification/replacement. cost of meeting such obligations ends represents year respective Non-Current Particulars Total 15.47 0.56 37.13 53.16 Non-CurrentCurrent 2.90 12.57 - 0.56 37.13 - 50.26 2.90 Non-CurrentCurrentTotal 2018 31 March, at Balance 2.42 12.57 14.99 - 0.39 0.39 116.75 - 116.75 129.71 132.13 2.42 Balance at 31 March, 2018 31 March, at Balance 2017 31 March, at Balance 15.47 0.56 37.13 53.16 Provisions pertaining 31) (note discontinued operation to Provisions during the year recognised Provisions during the yearPayments/utilisation during the yearUnused amount reversed - - 0.48 - - (92.29) 0.32 (0.15) (92.29) - 12.71 - (0.04) 13.51 (0.15) (0.04) Balance at 31 March, 2017 31 March, at Balance 14.99 0.39 116.75 132.13 Balance at 1 April, 2016Balance at 1 April, pertaining 31) (note discontinued operation to Provisions during the year recognised Provisions / utilisation during the yearPayments during the yearUnused amount reversed (3.12) - 0.56 17.55 - - - 0.33 (0.19) (0.03) 0.28 (3.12) 17.07 (1.09) 101.93 (1.16) 17.96 119.76 (1.28) (1.19) Particulars Asset Footnotes: (i) include: Other provisions (b)‘i’) Other (footnote provisions 50.26 129.71 (a) benefits employee for Provision (i)(ii) 34) benefits (note and other post retirement Pension Others 5.16 4.25 (b)‘i’) Other (footnote provisions (a) benefits employee for Provision (i)(ii) 34) benefits (note and other post retirement Pension Others 111.76 137.27 Current 18. Provisions Nature of provisions : of provisions Nature 1) The timing of th charges. expense and decomissioning restoration site towards obligation includes provision retirement Asset 2) certain warranty for perform represents products that fail to satisfactorily Provision during the warranty Provision period. 3) entr charges, of water in respect of economic resources of outflow best estimate management’s others represents for Provision 19. Deferred tax assets and liabilities ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 (a) Deferred tax assets (108.23) (134.86) (b) Deferred tax liabilities 280.31 273.41 Deferred tax liabilities (net) 172.08 138.55 2017-18 Particulars As at 1 Recognised Recognised in Recognised As at 31 March, April, 2017 in the the Statement of in other 2018 Statement Profit and Loss comprehensive of Profit (discontinued income and Loss operation) (continuing operations) Deferred tax assets/(liabilities) in relation to: - Allowance for doubtful debts and advances (15.50) (1.07) (17.09) - (33.66) Accrued expenses allowed in the year of payment and on fairvalue of investments (116.04) 26.08 (4.64) 20.59 (74.01) Depreciation and amortisation 273.41 6.60 (0.11) - 279.90 Property, plant and equipment (2.52) 1.67 1.26 - 0.41 Expenses allowed (0.80) 0.24 - - (0.56) 138.55 33.52 (20.58) 20.59 172.08 As at 31 March, 2018 Assets Liabilities Net Deferred tax assets/(liabilities) in relation to: Allowance for doubtful debts and advances (33.66) - (33.66) Accrued expenses allowed in the year of payment (74.01) - (74.01) Depreciation and amortisation - 279.90 279.90 Property, plant and equipment - 0.41 0.41 Expenses allowed (0.56) - (0.56) (108.23) 280.31 172.08 2016-17 Particulars As at 1 Recognised Recognised in Recognised As at 31 March, April, 2016 in the the Statement of in other 2017 Statement Profit and Loss comprehensive of Profit (discontinued income and Loss operation) (continuing operations) Deferred tax assets/(liabilities) in relation to: Allowance for doubtful debts and advances (16.56) 1.37 (0.31) - (15.50) Accrued expenses allowed in the year of payment (87.07) (15.87) 4.12 (17.22) (116.04) Depreciation and amortisation 269.35 (8.50) 12.56 - 273.41 Property, plant and equipment (9.38) 6.86 - - (2.52) Expenses allowed - (0.80) - - (0.80) 156.34 (16.94) 16.37 (17.22) 138.55 As at 31 March, 2017 Assets Liabilities Net Deferred tax assets/(liabilities) in relation to: Allowance for doubtful debts and advances (15.50) - (15.50) Accrued expenses allowed in the year of payment (116.04) - (116.04) Depreciation and amortisation - 273.41 273.41 Property, plant and equipment (2.52) - (2.52) Expenses allowed (0.80) - (0.80) (134.86) 273.41 138.55
164 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 165 As at As at As at As at in crore in crore in crore in crore ` ` ` ` status under 31 March, 2017 31 March, 31 March, 2017 31 March, 31 March, 2017 31 March, 31 March, 2017 31 March, 0.11 0.19 As at As at As at As at 29.58 47.48 10.50 10.50 10.50 10.50 32.78 72.20 122.15 104.88 425.43 511.73 31 March, 2018 31 March, 31 March, 2018 31 March, 31 March, 2018 31 March, 31 March, 2018 31 March, Standalone Financial Statements 50,000 ` (b) date the appointed paid beyond The amount of interest * value below * - (b) on 1(a) above Interest 0.01 - Non-Current - Advance tax assets (net)Non-Current - Advance 420.63 431.25 the Micro, Small and Medium Enterprises Small and the Micro, Development Act, Act’), 2006 (‘MSMED Micro, has amounts due to the Company Medium : Enterprises said Act under the as follows 2 (a)3 date the appointed The amount of principal paid beyond 4 payments on delayed due and payable Amount of interest 5 end unpaid as at year accrued and remaining Amount of interest year in the succeeding amount of further even The due and payable interest 0.01 0.17 * * 0.01 42.12 0.21 * 1 (a) supplier any unpaid to amount remaining Principal 2.33 5.03 Current Non-current (b) customers from received Advance (c) Other liabilities 3.09 24.53 (a) Statutory dues (a) income Deferred Particulars (b) tax liabilities (net) Current (a) assets Tax Particulars Particulars Footnotes: (i)(ii) normally bearing settled within 60 days. and are non-interest are payables Trade their suppliers regarding from with the Management, available on the basis of intimation received information to According (a) 39) (note ‘i’) (footnote payables Trade (b)‘ii’) Small and Medium Enterprises Micro, (Footnote Amount due to 2.33 5.03 423.10 506.70 Particulars 7UDGHSD\DEOHV
20. Other liabilities 20. Other 22. Tax assets and liabilities 23. Held for sale and discontinued operations ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 (a) Assets classified as held for sale and discontinued operations (i) Assets held for sale (Footnote ‘i’) - 0.16 (ii) Discontinued operations (Footnote ‘ii’) 1,085.69 1,532.46 1,085.69 1,532.62 (b) Liabilities directly associated with discontinued operations (i) Discontinued operations (Footnote ‘ii’) 549.95 511.27 549.95 511.27 Footnotes: (i) During the current year, the Company disposed off the assets classified as assets held for sale as at 31 March, 2017 for a value higher than the carrying amount and have recorded resultant gain in the Statement of Profit and Loss. (ii) Discontinued operations comprise of assets and liabilities of Phosphatic Fertilisers business and Trading business as at 31 March, 2018 and of Urea and Customised Fertiliser business as at 31 March, 2017 (note 31).
24. Revenue from operations ` in crore Particulars Year ended Year ended 31 March, 2018 31 March, 2017 (a) Sales of products 3,506.15 3,821.60 (b) Other operating revenues (i) Sale of scrap 13.32 10.73 (ii) Others 4.70 4.71 18.02 15.44 3,524.17 3,837.04
25. Other income ` in crore Particulars Year ended Year ended 31 March, 2018 31 March, 2017 (a) Dividend income from (i) Current investments measured at FVTPL 28.62 46.18 (ii) Non-current investments in - Subsidiaries 36.50 24.34 - Joint venture 9.82 21.02 - Other non-current investments 27.04 13.78 101.98 105.32 (b) Interest income from financial assets at amortised cost (i) On bank deposits 13.55 2.52 (ii) On loans and advances 0.08 0.10 (iii) Other interest 0.14 0.35 13.77 2.97 (c) Interest on refund of taxes 16.01 52.24 (d) Others (i) Corporate guarantee commission 11.13 14.09 (ii) Gain on sale/redemption of investments (net) 49.54 2.30 (iii) Foreign exchange gain (net) 1.95 - (iv) Other 0.11 - 62.73 16.39 194.49 176.92
166 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 167 in crore in crore in crore ` ` ` Year ended Year Year ended Year Year ended Year racts. 31 March, 2017 31 March, 31 March, 2017 31 March, 31 March, 2017 31 March, 38.18 43.02 86.51 100.98 205.33 207.22 258.03 266.66 126.55 129.60 Year ended Year ended Year Year ended Year 31 March, 2018 31 March, 2018 31 March, 31 March, 2018 31 March, Standalone Financial Statements (i)(ii) on loans at amortised Interest cost on obligations under finance leases Interest 2.42 127.41 2.40 158.32 (b)‘i’)(c) (footnote differences Translation Discount and other charges (63.11) 19.79 (78.99) 19.25 (a) costs Interest Particulars Particulars (a)(b) wages and bonus Salaries, (c) and other funds provident Contribution to expense Staff welfare 14.52 16.42 Particulars (a) and equipment plant of property, Depreciation (b) Amortisation assets of intangible 124.48 127.77 2.07 1.83 27. Finance costs (PSOR\HHEHQHȴWVH[SHQVH
28. expense Depreciation and amortisation Footnote: (i) cont cost net of changes in fair value of derivative as borrowing currency loans regarded on foreign differences Translation 29. Other expenses ` in crore Particulars Year ended Year ended 31 March, 2018 31 March, 2017 (a) Stores and spare parts consumed 60.43 61.01 (b) Packing materials consumed 208.49 225.24 (c) Power and fuel 473.93 377.55 (d) Repairs - Buildings 9.58 7.12 - Machinery 57.28 57.64 - Others 0.38 0.54 (e) Rent 23.37 24.87 (f) Royalty, rates and taxes 29.57 31.01 (g) Excise duty adjustment for stocks (3.66) 2.33 (h) Distributors’ service charges 16.18 19.15 (i) Sales promotion expenses 80.91 119.51 (j) Insurance charges 4.51 5.48 (k) Freight and forwarding charges 396.68 404.01 (l) Loss on assets sold, discarded or written off 7.19 0.75 (m) Bad debts written off 0.03 1.77 (n) Provision for doubtful debts and advances (net) 3.06 (0.09) (o) Foreign exchange loss (net) - 23.02 (p) Directors’ fees and commission 5.57 5.35 (q) Auditors’ remuneration (footnote ‘i’) 4.38 3.98 (r) Expenditure towards Corporate Social Responsibility (CSR) (footnote ‘ii’) 14.28 12.56 (s) Donations and contributions 3.19 5.47 (t) Others 142.47 125.34 1,537.82 1,513.61 Footnotes: (i) Auditors’ remuneration * ` in crore Particulars Year ended Year ended 31 March, 2018 31 March, 2017 Statutory Auditors a) For services as auditor 2.01 2.57 b) For taxation matters 0.25 0.47 c) For other services 2.33 1.30 d) For reimbursement of expenses 0.21 0.15 Cost Auditors a) For services as auditor - 0.10 4.80 4.59 Less: Pertaining to discontinued operation 0.42 0.61 4.38 3.98 * Including taxes (ii) Amount required to be spent by the Company during the year on CSR is ` 16.80 crore (2017: ` 13.92 crore) whereas the Company has spent ` 14.28 crore (2017: ` 15.00 crore). The Company has spent the following amounts during the year on the activities other than construction/acquisition of any asset. ` in crore Particulars Year ended Year ended 31 March, 2018 31 March, 2017 1) Health care, nutrition, sanitation and safe drinking water 1.87 3.25 2) Environmental sustainability 4.63 4.01 3) Poverty alleviation, livelihood enhancement and infrastructure support 1.06 1.05 4) Education and vocational skill development 3.66 3.06 5) Inclusive growth and empowerment 1.15 1.57 6) Promotion and development of traditional arts and handicrafts 0.81 1.27 7) Contribution to Prime Minister’s National Relief fund/other relief funds 0.75 0.31 8) Other approved activities 0.35 0.48 14.28 15.00 The above CSR expense includes ` Nil (2017: ` 2.44 crore) relating to discontinued operations.
168 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 169 in crore ment of in crore in crore ` ` ` Year ended Year Year ended Year Year ended Year 31 March, 2017 31 March, 31 March, 2017 31 March, 31 March, 2017 31 March, 0.32 (0.50) 8.45 4.45 33.52 (16.94) (13.66) (28.16) 279.12 226.29 245.60 241.71 279.12 224.77 Year ended Year Year ended Year Year ended Year 31 March, 2018 31 March, 31 March, 2018 31 March, 31 March, 2018 31 March, Standalone Financial Statements b) Aligarh and technology, agri-solutions for Centre - 0.05 a) Pune Innovation Centre, b) 2018) Aligarh 12 January, (upto and technology, agri-solutions for Centre c) Okhalamandal Mithapur, a) Pune Innovation Centre, 1.97 1.89 31.45 0.33 32.68 0.39 (i) Current tax (i) Current In year of the current respect pertaining Reversal prior to years 245.60 - 243.23 (1.52) Total tax expense tax expense Total Total income tax expense recognised for the year relating to continuing operations continuing to relating the year for recognised tax expense income Total 279.12 224.77 Adjustments recognised in the current year in relation to the current tax of prior the current years to in relation year in the current recognised Adjustments - (1.52) Profit before tax from continuing operationscontinuing tax from before Profit Income at 34.608% tax expenses calculated taxation from of income that is exempt Effect tax computation expenses not deductible of Effect for of capital nature of income/expenses Effect and other allowances like of and development 80IA and 32AC concessions (research of Effect Act, 1961 ) Tax Income operating in other jurisdictions. on distribution tax rates joint venture by of different Effect continued operations discontinued operations from to income classifed of Effect discontinued operations tax for deferred of recording change in rate of Effect Others (1.70) (3.64) 903.59 - 15.02 312.71 - (31.89) 804.01 (3.45) 16.30 (1.69) (10.63) 278.25 (29.17) 7.29 (ii) Deferred tax (ii) Deferred In year of the current respect 33.52 (16.94) @ The above figures are based on the separate accounts for the research and development (‘R&D’) centres recognised by the Depart (‘R&D’) recognised and development centres the research accounts for on the separate based are figures The above @ in-house research. (‘DSIR’) for Scientific and Industrial MinistryTechnology Research, Science and of 2) expenditure Capital Particulars 1) includes) : and Loss of Profit Statement 26 and 29 of (note expenditure Revenue (iii) and Development activities Scientific Research on @ incurred Expenditure (b)follows: as profit accounting the to can be reconciled the year for tax expenses income The Particulars (a) expense Tax Particulars
30. to continuing operations Income tax expense relating 31. Discontinued operations (I) Disposal of urea and customised fertilisers business During the previous year, the Company entered into an agreement with Yara Fertilisers India Private Limited (‘Yara India’) to transfer its Urea Business (which comprises of manufacturing facilities for urea and customised fertilisers at Babrala, Uttar Pradesh), by way of a slump sale. On 12 January, 2018, the Company consummated the sale and transfer of its Urea and Customised Fertilisers Business to Yara India as contemplated in the Scheme of Arrangement dated 10 August, 2016. The pre-tax gain of ` 1,279.39 crore for the year ended 31 March, 2018 is included under exceptional gain for discontinued operations. (II) Disposal of Phosphatic Fertilisers business and Trading business of bulk and non-bulk fertilisers The Company has entered into an agreement with IRC Agrochemicals Private Limited (“IRC”) and Indorama Holdings BV, Netherlands (Parent company of IRC) to transfer its Phosphatic Fertilisers business and Trading business (which comprises of manufacturing facilities for phosphatic fertilisers at Haldia Plant), by way of a slump sale for a consideration of ` 375.00 crore (subject to certain adjustments). The effect of the transfer will be reflected in the financial information of the period in which the deal is consummated post receipt of all the requisite regulatory approvals. The financial performance and cash flows for Urea Business (till the date of sale) and Phosphatic Fertilisers business and Trading business of bulk and non-bulk fertilisers: (a) Analysis of profit from discontinued operations ` in crore Particulars Year ended Year ended 31 March, 2018 31 March, 2017 Profit for the year from discontinued operations Revenue from operations (footnote ‘i’) 4,086.91 4,616.80 Other income 0.34 0.04 4,087.25 4,616.84 Expenses Depreciation and amortisation 12.58 40.28 Other expenses 3,636.95 4,390.97 Profit before exceptional item and tax 437.72 185.59 Exceptional gain (net) Profit on sale of discontinued operation 1,279.39 - Impairment of assets (footnote ‘ii’) (65.40) - Profit before tax 1,651.71 185.59 Tax expense 167.60 72.12 Tax on sale of discontinued operations 341.62 Profit after tax 1,142.49 113.47 Footnotes: (i) Revenue from operations includes subsidy income of ` 1,979.51 crore (2017: ` 2,012.42 crore) (ii) The shortfall between the carrying value of net PPE and the recoverable value.
(b) Net cash flows attributable to the discontinued operations ` in crore Particulars Year ended Year ended 31 March, 2018 31 March, 2017 Net cash (outflows)/inflows from operating activities 240.47 3.25 Net cash used in investing activities (29.58) (26.93) Net cash (outflows)/inflows from financing activities (209.99) 23.88 Net cash inflows 0.90 0.20
170 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements nd 171 2.45 As at 17.21 27.50 99.85 129.73 786.64 in crore 146.94 in crore in crore ` 1,314.59 ` ` business 1,314.59 1,279.39 1,461.53 Urea and Urea fertilisers Year ended Year Year ended Year customised customised 307.95 crore 307.95 crore ` 31 March, 2018 31 March, 31 March, 2018 31 March, 31 March, 2017 31 March, 8.32 6.39 0.04 0.17 22.26 31.09 112.26 89.06 149.80 126.68 808.23 834.42 549.95 535.74 511.27 1,021.19 1,085.69 1,532.46 Fertilisers Fertilisers Phosphatic Phosphatic Year ended Year business and business and 31 March, 2018 31 March, Trading business Trading Standalone Financial Statements 813.43 crore)) (Footnote ‘ii’) (Footnote 813.43 crore)) ` *) ` 802.10 crore (2017 : 802.10 crore ` 2.13 crore (2017: 2.13 crore ` 50,000 ` 370.70 crore). ` concern of delay in subsidy disbursement. This arrangement has been made by the Government with the State Bank of This arrangement the Government with the State has been made by concern subsidy disbursement. in of delay India subsidy receivables. of Consortium by hypothecation secured (SBI Consortium). under this scheme are Loans for upfront and will be recovered 0.96% per annum shall be borne by the Company The remaining in April 2018. 2018 : as at 31 March, Balance at the time of disbursement of the facility. the Company from 60 days (2017 : Total Assets (A) Total expenses are disclosed as discontinued operations. These receivables and borrowings will not be transferred on disposal of be transferred will not and borrowings These receivables operations. disclosed as discontinued expenses are business. Particulars Other liabilities current - B) Net assets (A Other non-current liabilities Liabilities (B) Total Particulars assets (including CWIP) plant and equipment and intangible Property, Other non-current assets 545.09 Cash consideration received (net of cost to sell) (net of cost to Cash consideration received ‘i’) (footnote Net assets transferred Gain on disposal Footnote: (i) India Yara to of assets and liabilities transferred Information 2,593.98 Footnotes: (i) (a) the address scheme to Banking‘Special Arrangement’ The Department Government of India, has notified of Fertilizers, which 6.84% per annum shall be borne of 7.80% per annum out of the Government and repaid rate by interest Fixed Other financial liabilitiesOther liabilities current provisions liabilities - Current Liabilities (B) Total - B) Net assets (A below value * (ii) a revenue along with the related business Trading fertilisers Phosphatic and to related and borrowings Subsidy receivables 18.57 99.18 26.54 11.70 receivables Inventories Trade Other assets current Trade receivables (including subsidy of (including receivables Trade Assets (A) Total Non-current financial liabilities - provisions‘ii’) and ‘i’ (Footnote Borrowings payables Trade (b) of (Secured) Cash credit 1.54 310.08 6.88 370.70 Property, plant and equipment and intangible assets (including CWIP) equipment and intangible plant and Property, Non-current assets financial Other non-current assetsInventories 75.05 529.10 - 29.27 0.80 10.12 Cash and cash equivalents financial assets Current Other assets current 1.04 0.08 (d) fertilisers and customised Gain business on disposal of urea Particulars
(c) operations: liabilities of discontinued of assets and Book value 32. Earnings per share Particulars Year ended Year ended 31 March, 2018 31 March, 2017 Basic and Diluted earnings per share (`) From continuing operations (`) 24.51 22.74 From discontinued operations (`) 44.85 4.45 Total Basic and Diluted earnings per share (`) 69.36 27.19 Footnotes: The earnings and weighted average numbers of equity shares used in the calculation of basic and diluted earnings per share are as follows. (a) Earnings used in the calculation of basic and diluted earnings per share: ` in crore ` in crore Profit for the year from continuing operations 624.47 579.24 Profit for the year from discontinued operations 1,142.49 113.47 1,766.96 692.71 (b) Weighted average number of equity shares used in the calculation of basic and diluted No. of shares No. of shares earnings per share: Weighted average number of equity shares used in the calculation of basic and diluted earnings per share from continuing operations and from discontinued operations 25,47,56,278 25,47,56,278 33. Finance leases Finance lease commitments The Company has finance lease contracts for certain items of plant and machinery and vehicles. The Company’s obligations under finance leases are secured by the lessor’s title to the leased assets. Future minimum lease payments (‘MLP’) under finance lease contracts together with the present value of the net minimum lease payments are, as follows: ` in crore Particulars 31 March, 2018 31 March, 2017 Minimum lease Present value of Minimum lease Present value of payments MLP payments MLP Within one year 7.05 5.22 26.41 23.38 After one year but not more than five years 21.12 18.23 15.13 11.73 More than five years - - 7.84 7.26 Total minimum lease payments 28.17 23.45 49.38 42.37 Less : amounts representing finance charges 4.72 7.01 Present value of minimum lease payments 23.45 42.37 Included in the financial statements as: - Non-current borrowings (note 16) 18.23 18.99 - Current maturity of finance lease obligations (note 17) 5.22 23.38 23.45 42.37 Interest rates ranging from 8% to 12% per annum, underlying all obligations under finance leases, are fixed at respective contract dates. (PSOR\HHEHQHȴWVREOLJDWLRQV (a) The Company makes contribution towards provident fund, in substance a defined contribution retirement benefit plan and towards pension fund, superannuation fund, a defined contribution retirement plan for qualifying employees. The provident fund is administered by the Trustees of the Tata Chemicals Limited Provident Fund and the superannuation fund is administered by the Trustees of the Tata Chemicals Limited Superannuation Fund. The Company is liable to pay to the provident fund to the extent of the amount contributed and any shortfall in the fund assets based on Government specified minimum rates of return relating to current services. The Company recognises such contribution and shortfall if any as an expense in the year incurred. On account of the above contribution plans, a sum of ` 14.62 crore (2017: ` 15.00 crore) has been charged to the Statement of Profit and Loss.
172 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements
t e 18 he urs 173 at 31 her life. in crore Family Family benefit scheme ` Directors’ Directors’ retirement retirement obligations medical benefits retirement retirement Gratuity Post Standalone Financial Statements Family Family benefit scheme Directors’ Directors’ retirement retirement obligations vested employees at retirement or death while in employment or on or death while in employment at retirement employees vested medical benefits As at 31 March, 2018 31 March, As at 2017 31 March, As at retirement retirement 82.04 65.20 39.40 13.58 95.20 84.14 42.63 17.48 95.20 84.14 42.63 13.58 82.04 65.20 39.40 Gratuity Post Pertaining to discontinued operationPertaining to the end of the yearAt (8.75) - 73.29 - 65.20 (1.26) 39.40 (16.95) 12.32 78.25 - 84.14 42.63 - 14.75 (2.73) At the beginning of the yearAt the beginning cost serviceCurrent cost service costPast Interest (gain)/loss Remeasurement 95.20 Actuarial (gain) / loss arising from: - Change in financial assumptions 84.14 - Experience adjustments out *Transfer 5.65 1.17 42.63 6.41 3.30 Benefits paid2.42 (5.30)1.15 17.48 6.16 5.71 2.83 1.19 4.20 (11.51) 87.78 6.46 0.44 (4.78) - 42.88 (0.82) 1.81 (9.80) 31.86 (17.22) 5.09 - 6.70 15.48 (0.54) (10.10) (6.27) (4.32) 34.26 1.90 - (1.27) (2.45) 7.97 0.29 - - (1.18) 2.99 1.08 1.61 (0.62) (1.10) - (8.33) 1.33 - (0.93) (1.19) - - (1.24) - (0.93) - - Particulars for the Defined Benefit Plans. for month, three fourth of servicefull month salary month and month, three year each completed for upon the completed depending last drawn service of continuous years In while in employment. or death case of termination, is equivalen the benefit in case of retirement cum-Life Assurance Scheme of the Life Insurance qualifying CorporationScheme of the Life plans for the defined benefit of India, funding Assurance for cum-Life to lump sum payment for The scheme provides employees. termination of employment. Employees, upon completion of the vesting period, are entitled to a benefit equivalent to either half equivalent to a benefit entitled to are period, completion of the vesting upon Employees, termination of employment. to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972. Vesting occ Vesting of Gratuity of service salary Act, 1972. year fifteen days each completed to for Payment in line with the last drawn of continuous service. years upon completion of five during hospital medical facility their lifetime. free at the Company service entitled for from are Company of the retired have the Health under covered the treatments domiciliary entitled to the entitled limits for Otherare exceeding employees treatment service current related value of the defined benefit obligations and the cost and past serviceThe present cost, wer 2018. March, Insurance Scheme upto slabs defined in the scheme. The floater mediclaim policy also covers retired employees based on based employees mediclaim policy floater The retired also covers Insurance in the scheme. slabs defined Scheme upto such benefit. for eligibility, of continuous service years and three Group as Managing Director/ Tata service of continuous years ten completed in who have entitled upto are The directors service of continuous Director. years or five Director Director/Executive as Managing Executive of his/ the rest the spouse for to is payable and on death 50% of the pension salary of last drawn life percent seventy five for of the deceased employee. date salary till the normallast drawn retirement and FDA) DA (Basic Salary, Method. Unit Credit using the Projected measured year of continuous service. beneficiaryyear nominated In t to an amount equal case of untimely death of the employee, is entitled to 1. obligation: Changes in the defined benefit Gratuity- Group Employees’ the and to Trust Gratuity Employees’ Chemicals Tata makes annual contributions the The Company to (b)
at Mithapur under which employees employees who eligible medical benefits to post retirement provides also The Company Directors Managing and Executive retired allowance and medical benefits to rent pension, housing / house provides The Company carried actuarial out values of the defined benefit obligations were The most recent valuations of plan assets and the present 20 as at 31 March, financial statements in the Company’s tables set out the funded status and amounts recognised The following officers and workmen in management, all permanent one benefit scheme is applicable to employees completed who have Family fertilisers and customised business. urea * Pertaining to
2. Changes in the fair value of plan assets: ` in crore Particulars As at 31 March 2018 As at 31 March 2017 Gratuity Post Directors’ Family Gratuity Post Directors’ Family retirement retirement benefit retirement retirement benefit medical obligations scheme medical obligations scheme benefits benefits At the beginning of the year 94.07 - - - 84.73 - - - Interest on plan assets 6.14 - - - 6.29 - - - Employer’s contributions 11.19 - - - 10.17 - - - Remeasurement gain/(loss) Annual return on plan assets less interest on plan assets 2.68 - - - 1.21 - - - Benefits paid (10.10) - - - (8.33) - - - Transfer out * (16.15) ------87.83 - - - 94.07 - - - Pertaining to discontinued operations (note 31) (7.10) - - - (16.48) - - - Value of plan assets at the end of the year 80.73 - - - 77.59 - - - Impact of asset ceiling (0.37) ------Liability (net) (7.07) 65.20 39.40 12.32 0.66 84.14 42.63 14.75 * Pertaining to urea and customised fertilisers business 3. Net employee benefit expense for the year: ` in crore Particulars Year ended 31 March, 2018 Year ended 31 March, 2017 Gratuity Post Directors’ Family Gratuity Post Directors’ Family retirement retirement benefit retirement retirement benefit medical obligations scheme medical obligations scheme benefits benefits Current service cost 5.65 4.20 0.44 1.81 5.09 1.90 0.29 1.61 Past service cost 1.19 ------Interest on defined benefit obligation (net) 0.02 5.71 2.83 1.15 0.12 3.30 2.42 1.17 Pertaining to discontinued operations (1.03) - - - (1.02) - - (0.28) Components of defined benefits costs recognised in the Statement of Profit and Loss 5.83 9.91 3.27 2.96 4.19 5.20 2.71 2.50 Remeasurement Actuarial (gain) / loss arising from: - Change in financial assumptions (5.30) (11.51) (4.78) (0.82) 6.70 34.26 7.97 1.08 - Experience changes 6.46 (9.80) (0.54) (4.32) (2.45) 2.99 1.33 (0.93) Impact of asset ceiling 0.37 ------Return on plan assets less interest on plan assets (2.68) - - - (1.21) - - - Components of defined benefits costs recognised in other comprehensive income (1.15) (21.31) (5.32) (5.14) 3.04 37.25 9.30 0.15 Net employee benefit expense 4.68 (11.40) (2.05) (2.18) 7.23 42.45 12.01 2.65
174 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements
: 175 As at in crore ` Scheme 31 March, 2017 31 March, Family Benefit Family 0.32 0.58 As at 87.83 94.07 Gratuity Gratuity Directors’ Directors’ retirement retirement obligations 31 March, 2018 31 March, Standalone Financial Statements Post retirement retirement Post medical benefits absences Compensated Compensated If future investment returns on assets are lower than assumed in valuation, the scheme’s assets will than assumed in valuation, the scheme’s lower on assets are returns If investment future than expected. higher, and the funding level be lower, although this will be partially in plan liabilities, by an increase in yields will increase offset A decrease bond holdings. the value of the plans’ the cost of benefits will increase than assumed, expectancy in life If greater are improvements will be higher This will mean the funding level longer than expected. paid for because pensions are than expected. and increases as pension the cost of benefits will increase assumed, than If inflation is greater linked inflation. to are revaluations deferred As at 31 March, 2018 at 31 March, As 2017 at 31 March, As 7.75% 2018 at 31 March, As 6.85% 2017 at 31 March, As 7.50% 2018 at 31 March, As 7.50% 7.75% 2017 at 31 March, As 6.85% 2018 at 31 March, As NA 2017 at 31 March, As NA NA 7.75% NA NA 6.85% NA 10.00% 10.00% 7.50% 7.75% NA 7.50% 6.85% NA 8.00% 8.00% 7.50% 7.50% 6.00% 6.00% NA NA NA NA estimated termobligations. of the estimated factors. and other relevant promotion and family benefit scheme: Total Government of India Securities (Quoted) Bonds (Quoted)Corporate Insurance Managed Life Corporation of India by (Unquoted)Fund Others 73.94 72.57 8.27 14.45 5.30 6.47 Particulars (b) in actuarial salary considered of future valuation, take The estimates account the inflation, seniority, into increases, Increase in Increase cost Compensation cost Healthcare rate increase rate increase Pension (a) market is based on the prevailing Discount rate yields of Indian the securities Government for as at the Balance Sheet date Discount rate Discount Particulars and Gratuity Investment risk Investment Changes in bond yields risk Longevity Inflation risk 6 obligations retirement directors’ medical benefits, post retirement gratuity, for accounting Assumptions used in analysed in terms of risk-and-return profiles. Investment and contribution policies are integrated within this study. integrated and contribution Investment policies are profiles. analysed in terms of risk-and-return
policies are study is performed an Asset-Liability-Matching investment year Each in which the consequences of the strategic 5 detailed below of which are the most significant a number of risks, to is exposed the Company its defined benefit plans, Through Risk : Exposure 4 plan assets : of total the fair value of Categories in crore ` Family benefit scheme Family Family benefit scheme Family - - - - medical benefits medical benefits ring at the end of reporting while holding all period, Directors’ post retirement post retirement Directors’ Directors’ post retirement post retirement Directors’ 3.83 (3.30) obligations obligations As at 31 March 2017 31 March As at As at 31 March 2018 31 March As at Directors’ retirement retirement Directors’ Directors’ retirement retirement Directors’ benefits benefits - - - - Gratuity medical retirement Post Gratuity medical retirement Post Increase Decrease Increase Decrease Increase Decrease Increase Decrease Increase Decrease Increase Decrease Increase Decrease Increase Decrease Increase Decrease Increase Decrease
Particulars rate Discount 0.5% change rate Compensation 0.5% change rate Pension 1% change (2.97) 3.11 3.18 (2.94) (7.82) 8.98 - (2.25) - 2.51 - (0.46) 0.52 - (0.49) - 0.53 - - - Healthcare costs Healthcare 1% change expectancyLife Change by 1 year key possible changes of the respective The sensitivity assumptions occur has been determined based on reasonably analysis above other assumptions constant. - - - - 18.50 5.09 (14.40) (5.01) - 1.15 (1.16) - 0.22 1.08 (0.23) (0.87) - - - - Particulars rate Discount 0.5% change rate Compensation 0.5% change rate Pension 1% change costs Healthcare 1% change (2.70) expectancyLife Change by 1 year 2.90 2.85 (2.72) (5.33) - 6.05 - - - - (1.94) - - - - 2.15 12.53 3.81 (0.38) - (9.93) - (3.78) 0.42 - 3.29 - 1.01 (0.42) (2.86) (1.02) - 0.43 - - 0.19 - 0.88 (0.19) (0.72) ------Impact change in assumptions on defined benefit obligation due to 7 Sensitivity Analysis Sensitivity 7
176 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements - al 177 As at As at 8.55% 7.75% 8.38% in crore 365.31 365.31 Family Family in crore ` benefit scheme ` 31 March, 2018 31 March, 31 March, 2017 31 March, Directors’ Directors’ retirement retirement obligations As at 17.51 22.02 17.51 22.02 medical benefits retirement retirement 31 March, 2018 31 March, Standalone Financial Statements Gratuity Post Family Family benefit scheme Directors’ Directors’ retirement retirement obligations medical benefits retirement retirement Gratuity Post Total expected paymentsTotal duration average Weighted of cash flows payment the to 161.98 Year)(in 421.30 149.84 25.33 185.99 501.08 147.03 31.30 6.83 17.39 12.96 6.31 7.85 19.89 14.16 6.90 Within the nextWithin 12 months (next annual reporting period) and not later than 1 year Later 14.27 than 5 years and not later than 5 year Later than 9 years 1.42 and above10 years 2.63 1.25 34.93 10.51 82.71 30.07 7.78 400.15 1.29 11.95 128.44 9.03 2.52 13.12 103.71 9.75 5.72 1.30 36.01 481.24 5.23 35.76 126.21 7.11 16.58 11.44 8.74 9.56 6.62 6.80 Particulars 2018 31 March, As at 2017 31 March, As at Particulars Males Females Particulars assets at the end of the year Plan Present value of funded obligation Present in the Balance Sheet Amount recognised a deterministic under guarantee rate value of obligation of interest used in determining present Assumptions approach: of return rate Guaranteed maturity term to remaining of investments for Discount rate Discount rate investments on of return Expected rate 7.65% The details of the Company’s post-retirement and other benefit plans for its employees given above are certified are above by the actuary given its employees benefit plans for and other post-retirement The details of the Company’s Auditors. upon by the and relied Society of India and based on the below provided assumptions there is no material shortfallSociety assumptions there of India provided 2018. as on 31 March, and based on the below Provident Fund Provident The interest fund balances of employees. on provident guarantee rate a defined benefit interest offer to is required The Company fund investments on provident a return fund declares when the exempt the year for the employees to is payable guarantee rate (RPFC) their Commissioner fund corpus for on the provident Fund Provident by the Regional declared which is less than the rate Actuari fund liabilities on the basis of guidance issued by The Actuary provident a valuation for has provided own subscribers.
9 (c) 10 of the plan (years)* beneficiaries current age for longevity retirement at Average below: given The details of fund and plan assets position are funds maintained by the Company. recognised made to Schemes and the contributions are Fund Provident operates The Company
8 follows: is as of defined benefit obligation Maturity profile mortality standard reflect expected changes in mortality.modification to table with * Based on India’s 35. Segment information 35.1 Continuing operations ` in crore Particulars Year ended Year ended 31 March, 2018 31 March, 2017 (a) Information about operating segments 1. Segment revenue (Revenue from operations) (i) Inorganic chemicals 3,376.83 3,459.80 (ii) Others 146.07 374.83 3,522.90 3,834.63 Unallocated 1.27 2.41 3,524.17 3,837.04
2. Segment result (Reconciliation with profit from continuing operations) (i) Inorganic chemicals 996.28 983.03 (ii) Others (43.75) (86.25) Total Segment results 952.53 896.78 Unallocated expenditure net of unallocated income 37.57 8.21 Finance costs (86.51) (100.98) Profit before tax 903.59 804.01 Tax expense (279.12) (224.77) Profit for the year from continuing operations 624.47 579.24
3. Segment assets and segment liabilities ` in crore Segment assets Segment liabilities Particulars As at As at As at As at 31 March, 2018 31 March, 2017 31 March, 2018 31 March, 2017 (i) Inorganic chemicals 1,943.86 1,868.31 600.78 534.47 (ii) Others 189.74 144.73 51.86 42.78 2,133.60 2,013.04 652.64 577.25 Unallocated 10,955.07 8,000.90 1,647.63 2,530.56 13,088.67 10,013.94 2,300.27 3,107.81
4. Other information ` in crore Particulars Addition to non- Depreciation and Other non-cash current assets * amortisation expenses Year Year Year Year Year Year ended ended ended ended ended ended 31 March, 31 March, 31 March, 31 March, 31 March, 31 March, 2018 2017 2018 2017 2018 2017 (i) Inorganic chemicals 236.15 192.67 107.87 111.00 2.73 19.76 (ii) Others 24.14 6.49 3.30 3.13 3.62 1.12 260.29 199.16 111.17 114.13 6.35 20.88 Unallocated 27.31 11.37 15.38 15.47 16.56 8.89 287.60 210.53 126.55 129.60 22.91 29.77 * Comprises additions to Property, plant and equipment, Capital work-in-progress, Intangible assets and Intangible assets under development.
178 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 179 unts As at in crore in crore in crore in crore ` re below below re ` ` `
s (including s (including Year ended Year Year ended Year Year ended Year 31 March, 2017 31 March, 31 March, 2017 31 March, 2017 31 March, 31 March, 2017 2017 31 March, As at 10.58 12.58 25.52 40.28 833.22 1,051.31 549.95 836.10 103.20 18.58 (63.41) (175.68) (509.22) (72.12) 1,415.48 1,549.27 1,085.69 2,785.42 1,715.12 361.27 1,651.71 185.59 3,524.17 3,837.04 Year ended Year Year ended Year Year ended Year 31 March, 2018 31 March, 31 March, 2018 31 March, 2018 31 March, 31 March, 2018 2018 31 March, Standalone Financial Statements allocated on a reasonable basis. on a reasonable allocated - Inorganic caustic soda, cement, bulk chemicals and salt. Chemicals: Comprising soda ash, marine chemicals, purifiers water - Others: and nutritional solutions. spices, Comprising pulses, Discontinued operations sells its products within India where the conditions prevailing are uniform. are Discontinued operations sells its products within India the conditions prevailing where (i)(ii) Soda Ash Salt and Iodised Vaccum (iii) Others 1,275.47 1,236.46 (ii) and amo each of the segments amounts identifiable to assets and liabilities include the respective results, revenue, Segment No single customers contributed 10% or more to the Company’s revenue for the year ended 31 March, 2018 and 31 March, 2017. 2018 and 31 March, 31 March, ended the year for revenue the Company’s to contributed 10% or more No single customers (i) Management namely: one reportable has identified business segments, threshold limit, no separate geographical segment disclosure is considered necessary. is considered disclosure segment geographical separate limit, no threshold asset and intangible capital work equipment (including plant and in progress) All non-current of property, in the nature assets domiciled in india. are development) those under its major products continuing operations from from revenue is an analysis of the Company’s The following The Company sells its products mainly within India where the conditions prevailing are uniform. Since the sales outside India the sales outside Since uniform. a are Indiaits products mainly within sells conditions prevailing the where The Company Segment liabilities Segment and amortisationDepreciation Other non-cash expenses and Intangible assets. plant and equipment, Capital work-in-progress Property, * Comprises additions to (b) area about geographical Information Addition to non-current to assets * Addition Particulars Particulars assets Segment Tax expenses Tax after tax operations discontinued from Profit : Other information 1,142.49 113.47 Profit before tax before Profit Revenue from operations (external) operations from Revenue Result : result Segment 4,086.91 4,616.80 Particulars costs Finance (d) Major Customer (e) Other notes Particulars (c)major products from Revenue (b) areas geographical about Information 35.2 Segment information 35.2 Segment 31) (note operations Discontinued (a) segment about operating Information (c) Revenue from major products Discontinued operations segment deals in one product group i.e fertilisers and other agri inputs. (d) Major Customer No single customers contributed 10% or more to the discontinued operations of the Company’s revenue for the year ended 31 March, 2018 and 31 March, 2017. 35.3 Reconciliation of information on reportable segment to Balance sheet and Statement of Profit and Loss
(a) Reconciliation of profit for the year as per Statement of Profit and Loss ` in crore Particulars Year ended Year ended 31 March, 2018 31 March, 2017 Profit for the year from continuing operations (note 35.1 (a) (2)) 624.47 579.24 Profit for the year from discontinued operations (note 35.2 (a)) 1,142.49 113.47 Profit for the year as per Statement of Profit and Loss 1,766.96 692.71
(b) Reconciliation of total assets as per Balance sheet ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 Total assets as per continuing operations (note 35.1 (a) (3)) 13,088.67 10,013.94 Total assets as per discontinued operations (note 35.2 (a)) 1,085.69 2,785.42 Total assets as per Balance sheet 14,174.36 12,799.36
(c) Reconciliation of total liabilities as per Balance sheet ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 Total liabilities as per continuing operations (note 35.1 (a) (3)) 2,300.27 3,107.81 Total liabilities as per discontinued operations (note 35.2 (a)) 549.95 836.10 Total liabilities as per Balance sheet 2,850.22 3,943.91
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(a) The details of the various outstanding derivative financial instruments are given below: ` in crore Particulars As at 31 March, 2018 As at 31 March, 2017 Assets Liabilities Assets Liabilities Current portion - Forward contracts 0.76 0.13 - 20.72 - Cross-currency interest rate swaps 8.01 - 6.32 - - Option contracts 0.08 - Total current portion 8.85 0.13 6.32 20.72
Non-current portion Derivatives not designated in a hedge relationship - Cross-currency interest rate swaps 4.87 - 0.38 1.35 Total non-current portion 4.87 - 0.38 1.35 Total 13.72 0.13 6.70 22.07 Although these contracts are effective as hedges from an economic perspective, these are not designated for hedge accounting.
180 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 181 As at As at value in crore ` Total carrying Total 31 March, 2017 31 March, cost As at - 425.43 425.43 31 March, 2018 31 March, 0.13 1,747.93 1,748.06 Standalone Financial Statements Derivatives Amortised FVTPL Investments - Investments FVTOCI Equity instrument at fair valueDebt instrument at fair value 2,366.61 - - 977.63 - - - - 2,366.61 977.63 Total Total liabilities Financial (a)(b) - non-current Borrowings (c) - current Borrowings payables Trade 2,366.61 977.63 13.72 3,974.23 - 7,332.19 - 681.07 681.07 0.61 0.61 (b)(c) receivables Trade (d) and cash equivalents Cash (e) Other bank balances(f) - non-current Loans (g) - current Loans (h) Other financial assets - non-current Other financial assets - current(d)(e) Other financial liabilities - non-current - Other financial liabilities - current ------4.87 - 3,303.29 - - 8.85 0.26 - 140.36 3,303.29 465.63 62.80 - 140.36 5.13 1.38 465.63 71.65 - 0.51 0.13 1.38 0.29 640.53 0.51 0.29 640.66 Financial assets Financial (a) - non-current Investments Derivative instrumentsDerivative contractsForward contractsForward contractsForward Option contractsCross-currency swaps rate interest Underlying USD/INR fixed to USD/INR and floating EUR/INR $ 126.7 million CHF/INR $ 190 million USD/INR $ 17.6 million € 1.8 million million $ 89.7 million € 0.4 $ 0.9 million - CHF 0.7 million - (b) table below: in the given are instruments outstanding financial of derivative notional amounts gross details of the The Particulars - Investments 'LVFORVXUHVRQȴQDQFLDOLQVWUXPHQWV (a) category by instruments Financial carrying the table presents The following amounts of each category 2018. of financial assets and liabilities as at 31 March The following table presents the carrying amounts of each category of financial assets and liabilities as at 31 March, 2017. ` in crore Particulars Investments - Investments - Derivatives Amortised Total carrying FVTOCI FVTPL cost value Financial assets (a) Investments - non-current Equity instrument at fair value 2,230.69 - - - 2,230.69 Debt instrument at fair value - 972.75 - - 972.75 (b) Trade receivables - - - 1,031.69 1,031.69 (c) Cash and cash equivalents - - - 1,097.38 1,097.38 (d) Other bank balances - - - 14.70 14.70 (e) Loans - non-current - - - 1.10 1.10 (f) Loans - current - - - 0.67 0.67 (g) Other financial assets - non-current - - 0.38 0.26 0.64 (h) Other financial assets - current - - 6.32 42.06 48.38 Total 2,230.69 972.75 6.70 2,187.86 5,398.00 Financial liabilities (a) Borrowings - non-current - 1,087.93 1,087.93 (b) Borrowings - current - 522.50 522.50 (c) Trade payables - 511.73 511.73 (d) Other financial liabilities - non-current 1.35 0.35 1.70 (e) Other financial liabilities - current 20.72 635.57 656.29 Total 22.07 2,758.08 2,780.15 (b) Fair value hierarchy All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows: Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. The following tables provides the fair value measurement hierarchy of the Company’s financials assets and liabilities that are measured at fair value or where fair value disclosure is required. ` in crore Particulars As at 31 March, 2018 Fair value measurement using Total Quoted prices in Significant Significant active markets observable unobservable (Level 1) inputs (Level 2) inputs (Level 3) Assets measured at fair value: Derivative financial assets Cross currency interest rate swaps 12.88 - 12.88 - Options 0.08 - 0.08 - Foreign exchange forward contracts 0.76 - 0.76 - FVTOCI financial investments Quoted equity instruments 1,718.84 1,718.84 - - Unquoted equity instruments 647.77 - - 647.77 FVTPL financial investments Unquoted debt instruments 977.63 - - 977.63 Liabilities measured at fair value: Derivative financial liabilities Foreign exchange forward contracts 0.13 - 0.13 - Liabilities for which fair values are disclosed Borrowings: Unsecured Non-convertible debentures 256.32 256.32 - - There have been no transfers between levels during the period.
182 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements
of nd ese alue nge. 183 pany pany in crore in crore ` ` f derivative and will not nvestments nvestments Significant unobservable inputs (Level 3) inputs (Level FVTPL financial investments- Debt investments- Significant observable inputs (Level 2) inputs (Level FVTPL financial Standalone Financial Statements investments- Equity investments- (Level 1) (Level Fair value measurement using measurement value Fair investments investments active markets Total in prices Quoted because of a wide range of possible fair value measurements and cost represents the best estimate of fair values within that ra the best estimate and cost represents because of a wide range of possible fair value measurements measured at fair value and falling under fair value hierarchy Level 3 are valued on the basis of valuation reports valued by 3 are provided Level at fair value and falling under fair value hierarchy measured of fair v estimate as an appropriate cost has been considered external where of certain valuers with the exception investments, appropriate valuation models. appropriate risk their carrying of the Com credit from change in the under-lying is no significant different amounts as there be significantly of inception of the loans). (since the date financial instruments is based on observable market inputs including currency yield curves, spot and forward currency rate, quality curves and forward rate rate of counterparties, credit and use of the underlying interest insturments etc. volatility, of interest. with fixed-rate has no other long-term borrowings The Company market quoted from prices. other current financial assets and liabilities approximate their carrying the short-term financial assets and liabilities approximate due to other current amounts largely maturities of th instruments. Balance as at 31 March, 2018 31 March, as at Balance 1,625.40 647.77 - 977.63 Balance as at 31 March, 2017 31 March, as at Balance Other income (less): fair value through / comprehensive Add currency translation adjustment (less): Foreign / Add 71.05 4.88 71.05 1,549.47 - 576.72 - - - - 972.75 4.88 Balance as at 1 April 2016 / (Deletion) duringAddition the year Other income (less): fair value through / comprehensive Add currency translation adjustment (less): Foreign / Add 21.07 (21.08) 21.07 (2.89) 1,552.37 - - 555.65 - - - 2.89 (2.89) (21.08) 993.83 - Particulars Total financial FVTOCI Liabilities measured at fair value: at Liabilities measured financial liabilities Derivative only swapsCoupon forward contracts exchange Foreign disclosed : are values which fair Liabilities for Borrowings: Non-convertibleUnsecured debentures during between the period. levels been no transfers have There 20.72 262.90 1.35 - 262.90 - 20.72 - 1.35 - - - Assets measured at fair value: at Assets measured financial assets Derivative swaps rate currency Cross interest financial investments FVTOCI equityQuoted instruments equityUnquoted instrumentsFVTPL financial investments debt instrumentsUnquoted 6.70 1,653.97 576.72 - 972.75 1,653.97 - 6.70 ------576.72 972.75 Particulars 2017 31 March, As at (c) 3 fair values. level for the closing balance to the opening balance from reconciliation a shows tables following The (iv) changes, The fair value of non-current rate carrying Borrowings interest is not impacted due to of interest floating-rate (v) non-convertible redeemable derived (included in non-current fair values of the 10% unsecured The are debenture borrowings) (iii) The fair value o derivative instruments with various financial into counterparties, enters principally The Company banks. (d) fair value determine to technique Valuation the fair values of financial instruments: estimate used to methods and assumptions were The following (i) a bank overdrafts trade payables, trade receivables, value of cash and cash equivalents, The management assessed that fair (ii) The I market quoted derived from prices in active are markets. quoted, which are The fair values of the equity investment (e) Financial risk management objectives The Company is exposed to market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The Company’s risk management strategies focus on the un-predictability of these elements and seek to minimise the potential adverse effects on its financial performance. The Company’s senior management which is supported by a Treasury Risk Management Group (‘TRMG’) manages these risks. TRMG advises on financial risks and the appropriate financial risk governance framework for the Company and provides assurance to the Company’s senior management that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. All hedging activities are carried out by specialist teams that have the appropriate skills, experience and supervision. The Company’s policy is not to trade in derivatives for speculative purposes. Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk, such as equity price risk and commodity risk. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity price fluctuations, liquidity and other market changes. Financial instruments affected by market risk include loans and borrowings, deposits, investments and derivative financial instruments. Foreign currency risk management Foreign exchange risk arises on future commercial transactions and on all recognised monetary assets and liabilities, which are denominated in a currency other than the functional currency of the Company. The Company’s management has set a policy wherein exposure is identified, a benchmark is set and monitored closely, and accordingly suitable hedges are undertaken. The policy also includes mandatory initial hedging requirements for exposure above a threshold. The Company’s foreign currency exposure arises mainly from foreign exchange imports, exports and foreign currency borrowings, primarily with respect to USD. As at the end of the reporting period , the carrying amounts of the Company’s foreign currency denominated monetary assets and liabilities in respect of the primary foreign currency i.e. USD and derivative to hedge the exposure, are as follows: ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 USD exposure* Assets 1,010.83 1,007.76 Liabilities (863.83) (1,787.56) Net 147.00 (779.81)
Derivatives to hedge USD exposure Forward contracts - (USD/ INR) 115.03 499.30 Option contracts - (USD/ INR) 6.04 - Cross currency swaps - (USD/ INR) 825.96 1,232.15 947.03 1,731.45 Net exposure 1,094.03 951.65 * includes exposure relating to discontinued operation. The Company’s exposure to foreign currency changes for all other currencies is not material. Foreign currency sensitivity analysis The following table demonstrate the sensitivity to a reasonable possible change in USD exchange rate, with all other variables held constant. The impact on the Company’s profit before tax due to changes in the fair value of monetary assets and liabilities and derivatives is as follows: ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 If INR had (strengthened) / weakened against USD by 5% (Decrease) / increase in profit for the year 54.70 47.58 Based on the movements in the foreign exchange rates historically and the prevailing market conditions as at the reporting date, the Company’s Management has concluded that the above mentioned rates used for sensitivity are reasonable benchmarks.
184 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements s. tial mer 185 gular As at stments in crore ces with g assets, g assets, ompany ompany e effects e effects o hedge stments. ading to ading to ncrease / ncrease ` financing heir short tions with and other mer credit mer credit difference difference e and other es in market ure to equity to ure 31 March, 2017 31 March, - - As at 825.96 1,232.15 825.96 1,232.15 31 March, 2018 31 March, Standalone Financial Statements 82.70 crore respectively. 82.70 crore ` 85.94 crore and 85.94 crore ` Particulars Non-current variable interest rate borrowingsNon-current rate variable interest risk rate hedge interest to Derivatives currencyCross swaps Total 825.96 1,232.15 Net exposure Net exposure rates. The Company’s exposure to the risk of changes in market rates relates primarily to the Company’s non-current debt obliga the risk primarily to of changes in market the Company’s to exposure relates rates The Company’s rates. rates. floating interest specified intervals, at the exchange, to it agrees in which swaps, rate risk interest rate entering by into manages its interest notional principal amount. an agreed-upon to reference by amounts calculated and variable interest rate between fixed tenure. changes in market by rates. not affected interest inflows are cash income and related its interest risk rate as follows: the interest of reasonably possible changes to interest rates on interest bearing financial instruments at the end of the reporting on interest period. rates interest to possible changes of reasonably a financial loss. The Company is exposed to credit risk from its operating activities, primarily trade receivables and from its its operating activities, primarilyfrom and risk from trade receivables credit is exposed to The Company a financial loss. transactions exchange foreign in mutual funds, investment including deposits with banks and financial institutions, activities, price risk arises from investment held by the Company and classified as FVTOCI. In general, these investments are strategic inve strategic and classified as FVTOCI. are In held by the Company these investments price general, risk investment arises from senior management on a re Reports trading purposes. not held for the Company’s the equity on and are to submitted portfolio are basis. financial instruments. short equitybanks, and other financial assets excluding inve short term trade receivables deposits with banks, term investment, past experienc based on their financial position, reviewed are of its customers The credit-worthiness quality. credit customer’s Outstanding custo 0-60 days. generally ranges from its customers to by the Company period provided The credit factors. relevant periodically. reviewed are receivables Customer credit risk is managed by each business unit subject to established policies, procedures and control relating to custo to relating and control risk procedures is managed by each business unit subject credit established policies, to Customer assess the poten to procedures of control level has appropriate the Company new customer, accepting any risk management. Before (decrease) by by (decrease) risk management rate Interest risk financial instrument will fluctuate cash flows of a rate is the risk because of chang Interest or future that the fair value policy undertake generally to is The C The Company’s non-current using facilities that carry borrowings rate. floating-interest risk t rate due to interest fair value or cash flow a significant do not have the short-term of the Company borrowings Moreover, bearin long-term fixed-interest significant or any bearing assets, floating-interest any to exposure not have does the Company As and derivatives t borrowings rate long term variable interest had the following at the end of reporting As the Company period, risk management Equity price expos The Company’s Equity change in market the equity to price in quoted securities. risk price is related of the investments sensitivity rate Interest th arising from results the Company’s on does not expect material effect any the Company as No sensitivity analysis is prepared risk management Credit risk is the risk Credit that a counterparty contract, under a financial instrument or customer will not meet its obligations le sensitivity Equity analysis price i If 31, 2018 and 2017 would ended March the year prices equity of quoted securities the OCI for had been 5% higher / (lower), of the carrying being the total The carrying exposure, amount of balan the maximum credit amount of financial assets represents Trade receivables Trade number of independent customer a large to sales made typically and derived from are unsecured of the Company receivables Trade The credit risk related to the trade receivables is mitigated by taking security deposits / bank guarantee / letter of credit - as and where considered necessary, setting appropriate credit terms and by setting and monitoring internal limits on exposure to individual customers. There is no substantial concentration of credit risk as the revenue and trade receivables from any of the single customer do not exceed 10% of Company revenue. Financial instruments and cash deposits Credit risk from balances/investments with banks and financial institutions is managed in accordance with the Company’s treasury risk management policy. Investments of surplus funds are made only with approved counterparties and within limits assigned to each counterparty. The limits are assigned based on corpus of investable surplus and corpus of the investment avenue. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments. Financial guarantees Financial guarantees disclosed in note 41.1(b) have been provided as corporate guarantees to financial institutions and banks that have extended credit facilities to the Company’s subsidiaries. In this regard, the Company does not foresee any significant credit risk exposure. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as and when required. The Treasury Risk Management Policy includes an appropriate liquidity risk management framework for the management of the short- term, medium-term and long term funding and cash management requirements. The Company manages the liquidity risk by maintaining adequate cash reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. The Company invests its surplus funds in bank fixed deposit and liquid schemes of mutual funds, which carry no/negligible mark to market risks. The below table analyses the Company’s non-derivative financial liabilities as at the reporting date, into relevant maturity groupings based on the remaining period (as at that date) to the contractual maturity date. The amounts disclosed in the below table are the contractual undiscounted cash flows. ` in crore Particulars Carrying Up-to 1 year 1-3 years 3-5 years Above 5 years Total amount As at 31 March, 2018 Borrowings and future interest thereon 1,097.13 444.39 677.78 - - 1,122.17 Trade and other payables 650.80 650.51 0.29 - - 650.80 Total 1,747.93 1,094.90 678.07 - - 1,772.97 As at 31 March, 2017 Borrowings and future interest thereon 2,047.98 1,020.61 1,147.66 - - 2,168.27 Trade and other payables 717.46 717.11 0.35 - - 717.46 Total 2,765.44 1,737.72 1,148.01 - - 2,885.73 The below table analyses the Company’s derivative financial liabilities into relevant maturity groupings based on the remaining period (as at the reporting date) to the contractual maturity date. ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 Current portion 0.13 20.72 Non-current portion (within one-three years) - 1.35 Net 0.13 22.07 All the derivative financial liabilities are included in the above analysis, as their contractual maturity dates are essential for the understanding of the timing of the under-lying cash flows. 38. Capital management The capital structure of the Company consists of net debt and total equity of the Company. The Company manages its capital to ensure that the Company will be able to continue as going concern while maximising the return to stakeholders through an optimum mix of debt and equity within the overall capital structure. The Company’s risk management committee reviews the capital structure of the Company considering the cost of capital and the risks associated with each class of capital.
186 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 187 Standalone Financial Statements Delaware (USA). Delaware 2016-17. 2017) 19 December, from effect the transactions into during the course of the year. has entered Mr. R. Mukundan, and CEO Director Managing Mr. Group Promoter India Sons Limited, Tata Sons @@ Limited Tata of List of subsidiaries and joint ventures Limited AIG General Insurance Company TATA Limited Systems Autocomp Tata 2017) 30 October, (ceased w.e.f Limited Capital Forex Tata Services Limited Capital Financial Tata 2017) 30 October, and Services (ceased w.e.f Limited Travel TC International Limited Tata Consultancy Services Limited Tata Limited Insurance Company AIA Life TATA 2017) Business Support 27 November, Services (ceased w.e.f Limited Tata Limited Engineers Consulting Tata Infiniti Retail Limited Limited) Systems TAS-AGT (formely Limited TASEC Industries Limited Tata Industrial Services Limited) Tata (formerly Limited Unistore Tata Teleservices Limited Tata Ecofirst Services Limited Realty and Infrastructure Limited Tata Corporation Limited Investment Tata Ewart Limited Investments Limited Company Investment Simto Hendrickson Limited Autocomp Tata Limited System Advanced Tata ** a general partnership of of the State under the laws formed @ Indonesia PT Metahelix Lifesciences was incorporated in the year * with (Dissolved Limited Brunner Mond Generation Company ## @@ 2018) 2 January, from with effect Brunner Mond (Dissolved Limited with whom the Company list includes the Companies The above Joint Ventures Direct S.A., Morocco Indo Phosphore Maroc Indirect Kingdom United (Holding by New Limited, The Block Salt Company Limited) Works Salt Cheshire Chemicals International Tata subsidiaries and its Ltd (Holding by JOil (S) Pte. Limited) Pte. TCSAP) of America States by (Holding United LLC, Technologies Natronx partiesOther related Fund Provident Chemicals Ltd Tata Fund Emp Pension Chemicals Ltd Tata Chemicals Superannuation Fund Tata Trust Gratuity Chemicals Employees Tata Gratuity Employees Fund TCL Personnel Management Key Tata Chemicals (Soda Ash) Partners (TCSAP), Partners Chemicals (Soda Ash) of America States ** United Tata Holdings (TCSAPH), Partners Chemicals (Soda Ash) of States United Tata America ** Holdings TCSAP of America States United LLC, TCSAP Kingdom United Homefield Pvt UK Limited, Kingdom United Homefield 2 UK Limited, Kingdom United Chemicals Africa Holdings Limited, Tata Kingdom United Holdings Limited, Chemicals Europe Tata Kingdom United Limited, Chemicals Europe Tata Kingdom United CHP Limited, Winnington Kingdom United Limited, Brunner Mond Group KingdomBrunner Mond , United Limited ## Kingdom United Chemicals Magadi Limited, Tata Kingdom United Northwich Management Limited, Resource Kingdom* , United Limited Brunner Mond Generation Company Holdings (UK)Gusiute Kingdom United Limited, (UK) Kingdom United TCNA Limited, Kingdom United British Salt Limited, Kingdom United Salt Holdings Limited, Cheshire Kingdom United Salt Limited, Cheshire Kingdom United Brinefield Limited, Storage Kingdom United 2 Limited, Cavity Storage Cheshire Kingdom United Limited, Compressor Cheshire Kingdom United Limited, Irish Feeds Kingdom United Limited, Works Salt New Cheshire Singapore Limited, Chemicals International Pte. Tata South Africa Chemicals (South Africa) Proprietary Limited, Tata Kenya Limited, Magadi Railway Company of America States ** United Alcad, 28 June, Mauritius (ceased w.e.f Holdings Pvt. Ltd, Zambeze Energy Grown 2017) 2017) 28 June, South Africa (Pty) (ceased w.e.f Energy Limited, Grown 28 June, Limitada, Mozambique w.e.f (ceased Zambeze Energy Grown 2017) Indirect Rallis Chemistry Exports India Limited, India Sciences Limited, Metahelix Life India (ZWAOL), Limited Organics Agro Waste Zero IndonesiaPT Metahelix Lifesciences (PTLI), Indonesia @ of America States Holdings Inc., United Valley Chemicals North of America America States Inc., United Tata General Chemical International of AmericaStates Inc., United of America States NHO Canada Holdings Inc., United Rallis India India Limited, Mauritius - 1 (Mauritius) 7) (note Ltd, Pvt. Venture Bio Energy Encourage Social Enterprise Foundation (a) Party parties (as defined under Related AS-24Ind Disclosures) Related relationship and their Subsidiaries Direct 5HODWHG3DUW\'LVFORVXUH Total Key Key (KMP) Personnel Personnel Management Management Other parties related related Other Entities as at 31 March, 2018 and as at 2018 and as at 31 March, as at Tata Tata Limited Services Consultancy Joint Ventures Joint Limited TC Travel Travel TC and Services Limited Promoter Its Subsidiaries and Sons Limited, Tata Tata Sons Tata of Tata of Tata Limited Venture Venture Chemicals Phosphore Phosphore Indo Maroc Indo Maroc S.A. Morocco Grown Grown Energy Energy Zambeze Zambeze Limitada, e not available for the Directors. for e not available Mozambique British Salt Limited, U.K Limited, Tata Tata Europe Europe Limited Chemicals U.K. Limited, Limited, UK Private UK Private Homefield Tata Tata Chemicals Singapore Pte. Limited, Limited, Pte. International International Tata Tata Magadi Chemicals Limited, U.K U.K Limited, Tata Tata North America America States of States Chemicals Inc, United United Inc, Social Enterprise Enterprise Foundation Metahelix Ncourage Metahelix Ncourage * * - - 1.90 5.59 4.00 0.11 - - - 0.07 - - 0.22 - - 11.89 ------(0.82) (0.82) ------5.84 5.84 ------54.24 - - - - 18.88 - - 0.40 - - 73.12 - 0.40 - - - - (1.29) (0.94) - (0.04) - - - (1.69) - - - - - 1.71 19.90 - 5.21 - 11.93 4.67 - - - - 39.46 - - - 0.69 - - 0.69 - - 0.05 ------0.05 ------3.98 3.98 ------1.63 - - - 49.31 ------0.02 17.52 - - - - 0.40 - - - - - 1.65 - 66.83 40.36 - - 0.40 - - 40.36 - 5.15 5.15 ------(1.29) (1.96) - - (0.11) 1.96 - 8.25 - (2.32) - 3.77 0.11 - - - - - 2.95 - - 25.43 - - 7.56 0.22 7.85 - 5.79 - - - 0.04 0.02 0.10 - - 43.90 - - - 14.45 - - - 0.02 ------5.74 0.02 ------5.76 6.41 - - - - 0.08 ------6.49 0.08 (3.12) - 64.44 11.23 176.61 - - 0.75 - 290.77 ------540.76 24.34 ------21.02 - - - 0.72 - - 46.08 14.43 22.36 - 10.74 12.96 46.35 - - 0.43 - 310.73 - - - 2.04 - - 420.04 36.50 ------9.82 8.19 - - 0.86 - - 55.37 India Limited, Limited, Rallis India 50,000. ` Post-employment benefits Post-employment Balances due from /to related parties related Balances due from /to Amount receivables/advances 31 March, 2018As at 2017 31 March, As at ( in respect Amount payables of goods purchased and other services) 31 March, 2018As at 2017 31 March, As at 0.19 on account of Amount receivable management contractsany - 31 March, 2018As at - 2017 31 March, As at - * - 0.40 0.73 - - - * - - - - * - 28.15 - - 0.04 - - 0.96 - 1.65 0.33 119.03 - - 0.54 26.75 0.82 - - 2.60 - 3.64 - * 29.53 4.15 - - - 0.52 0.10 23.90 0.05 - 0.24 6.48 - - 1.20 - - - 0.52 0.54 - 35.47 0.10 - - - 23.47 - 0.11 - - 0.28 0.07 - 0.46 0.26 - - - 0.58 - 0.43 0.64 2.49 - 0.71 2.88 23.31 - 0.01 0.06 - - - 152.39 - 92.56 24.18 0.08 - - 2.51 - - 34.97 - 37.86 Dividend paid paid Interest employee Contributions to benefit trusts Managerial key to Compensation Person benefits Short-term employee ------37.81 - 37.81 Other services - Income Dividend received Deposit Received purchases/ServicesMiscellaneous ------Sales (net) Other services & - expenses of Expenses Reimbursement Purchase of goods (includes stock in of goods (includes stock Purchase - (net of returns) transit) Particulars parties with related Transactions Investments Chemicals LimitedTata Subsidiaries of Joint 31 March, 2017 31 March, 4. * value below year previous for in light print are The figures Footnotes: 1. 7 Note parties in related Investment 2018 refer as at 31 March For 2. parties third 41.1.(b) parties to Guarantee on behalf of subsidiaries in related 2018 refer as at 31 March For 3. ar figures as separate absences and contribution gratuity fund, to Compensated for do not include provision figures The above (b) (b) outstanding parties 2018 and balances with Related year ended 31 March, (as defined under Ind AS 24) during the Transactions
188 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements nt, ion 189 As at As at As at in crore in crore in crore ` ` ` 31 March, 2017 31 March, 2017 31 March, 31 March, 2017 31 March, - 0.24 As at As at As at 47.15 47.15 37.97 36.93 87.02 87.02 451.20 274.53 167.81 88.06 Director Director Director Director Director Director and CEO Managing Director Director Executive 31 March, 2018 31 March, 31 March, 2018 31 March, 31 March, 2018 31 March, Standalone Financial Statements Nasser Munjee Thorat S. P. Y. Dr. Rishi Paul Vibha S. Padmanabhan Kaicker Khare Padmini R. Mukundan Zarir Langrana 2,670.77 crore)). ` 45.37 crore) relating to discontinued operations. to relating 45.37 crore) ` Chief Financial Officer Chief Financial & General Counsel SecretaryCompany 1.88 crore) relating to discontinued operations. to relating 1.88 crore) ` Rajiv Chandan 1.01 crore (2017: 1.01 crore ` 136.65 crore (upto) (2017: (upto) 136.65 crore ` in appeal) further appeal) appeal) 838.82 crore) (2017: USD 408.40 million & GBP 2.76 million ( 838.82 crore) (ii) cases Legal (i) is authorities Appellate of which the Company in respect (pending before Tax Income ` Particulars Estimated amount of contracts remaining to be executed on capital account and not provided and not provided on capital account executed be of contracts amount to Estimated remaining for partly towards paid investmentCommitment commitments include The above 9.19 - (vii) Contractual obligation uptoItem includes (vii)) above (i) to 100.11 - (vi) authorities by Appellate and Department favor is in (decided in Company’s Tax Income Particulars Particulars (i)(ii)Tax and Service Customs Excise, Sales Tax 42.43 27.70 (iii) utility Demand charges for (iv) not acknowledged Labour and other claims against the Company as debt(v) is in authorities Appellate in respect of which the Company (pending before Tax Income 23.08 22.05 14.47 11.02 are not likely to devolve on the Company relating to the following areas: the following to relating on the Company likely not devolve to are ( 41.2 Contingent assets 41.2 Contingent Chartered Accountants No: 101248W/W - 100022 Registration Firm’s MathurVijay Partner 046476 Membership No. 2018 Mumbai, 18 May, John Mulhall Signatures to notes forming part forming notes 1 - 42 to of the financial statements Signatures per our report attached date As of even LLP B S R & Co. For and on behalf of the Board For Bhaskar Bhat
40. Commitments $SSURYDORIȴQDQFLDOVWDWHPHQWV 2018. on 18 May, of directors issue by the board for approved were The financial statements 41.1 Contingent liabilities 41.1 Contingent (a) which, in the opinion of the Manageme and by the Company cases contested to not acknowledged Claims relating by the Company 41. and assets Contingent liabilities (b) parties 124.80 million & GBP 2.76 mill USD third to on behalf of subsidiaries by the Company aggregates provided Guarantees Independent Auditor’s Report
TO THE MEMBERS OF Auditor’s responsibility TATA CHEMICALS LIMITED Our responsibility is to express an opinion on these consolidated Report on the Audit of Consolidated Ind AS Financial Ind AS financial statements based on our audit. While conducting Statements the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required We have audited the accompanying consolidated Ind AS financial to be included in the audit report under the provisions of the Act and statements of Tata Chemicals Limited (‘the Holding Company’) and its the Rules made thereunder. subsidiaries (the Holding Company and its subsidiaries are together referred to as the ‘Group’) and its joint ventures, which comprise the We conducted our audit in accordance with the Standards on Auditing consolidated balance sheet as at 31 March, 2018, the consolidated specified under Section 143(10) of the Act. Those Standards require statement of profit and loss (including other comprehensive that we comply with ethical requirements and plan and perform the income), the consolidated statement of changes in equity and the audit to obtain reasonable assurance about whether the consolidated consolidated statement of cash flow, for the year then ended, and Ind AS financial statements are free from material misstatement. a summary of significant accounting policies and other explanatory information (hereinafter referred to as the ‘consolidated Ind AS An audit involves performing procedures to obtain audit evidence financial statements’). about the amounts and the disclosures in the consolidated Ind AS financial statements. The procedures selected depend on the Management’s Responsibility for the Consolidated Ind AS auditor’s judgment, including the assessment of the risks of material Financial Statements misstatement of the consolidated Ind AS financial statements, whether due to fraud or error. In making those risk assessments, The Holding Company's Board of Directors is responsible for the the auditor considers internal financial control relevant to the preparation of these consolidated Ind AS financial statements in terms Holding Company’s preparation of the consolidated Ind AS financial of the requirements of the Companies Act, 2013 (hereinafter referred statements that give a true and fair view in order to design audit to as ‘the Act’) that give a true and fair view of the consolidated state of procedures that are appropriate in the circumstances. An audit also affairs, consolidated profit (including other comprehensive income), includes evaluating the appropriateness of the accounting policies consolidated statement of changes in equity and consolidated cash used and the reasonableness of the accounting estimates made by flows of the Group including its joint ventures in accordance with the Holding Company’s Board of Directors, as well as evaluating the the accounting principles generally accepted in India, including the overall presentation of the consolidated Ind AS financial statements. Indian Accounting Standards (Ind AS) specified under section 133 of the Act. The respective Board of Directors of the companies included We are also responsible to conclude on the appropriateness of in the Group and its joint ventures are responsible for maintenance management’s use of the going concern basis of accounting and, of adequate accounting records in accordance with the provisions of based on the audit evidence obtained, whether a material uncertainty the Act for safeguarding the assets of the Group and its joint ventures exists related to events or conditions that may cast significant doubt and for preventing and detecting frauds and other irregularities; the on the ability of Group and its joint ventures to continue as a going selection and application of appropriate accounting policies; making concern. If we conclude that a material uncertainty exists, we are judgments and estimates that are reasonable and prudent; and required to draw attention in the auditor’s report to the related the design, implementation and maintenance of adequate internal disclosures in the consolidated Ind AS financial statements or, if such financial controls that were operating effectively for ensuring the disclosures are inadequate, to modify our opinion. Our conclusions accuracy and completeness of the accounting records, relevant to are based on the audit evidence obtained up to the date of our the preparation and presentation of the consolidated Ind AS financial auditor’s report. However, future events or conditions may cause the statements that give a true and fair view and are free from material Group and its joint ventures to cease to continue as a going concern. misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial We believe that the audit evidence obtained by us and the audit statements by the Directors of the Holding Company, as aforesaid. evidence obtained by the other auditors in terms of their reports referred to in paragraph 2 of the Other Matters paragraph below, is In preparing the consolidated Ind AS financial statements, the sufficient and appropriate to provide a basis for our audit opinion on respective Board of Directors of the companies included in the the consolidated Ind AS financial statements. Group and its joint ventures are responsible for assessing the ability of the Group and its joint ventures to continue as a going concern, Opinion disclosing, as applicable, matters related to going concern and using In our opinion and to the best of our information and according the going concern basis of accounting unless management either to the explanations given to us and based on the consideration intends to liquidate the Group or to cease operations, or has no of reports of the other auditors on separate financial statements realistic alternative but to do so. and on the other financial information of the subsidiaries and joint
190 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 191 51.16 crore for the year ended ended the year for 51.16 crore ` Consolidated Financial Statements explanations, which to the best of our knowledge which to explanations, and necessary the purposes were of our audit of for belief, Ind consolidated AS financial statements; the aforesaid consolidated of the aforesaid preparation to relating law been keptInd so far as it have AS financial statements of those books and the our examination appears from reports of the other auditors; and loss (including other of profit statement statement income), the consolidated comprehensive of changes in equity statement and the consolidated of cash flows dealt with by this report in agreement are the books of account maintained for with the relevant Ind of the consolidated purpose AS of preparation financial statements; comply with the Indian financial statements Accounting (IndStandards AS) specified under Section 133 of the Act; Group's share of net profit of of net profit share Group's Ind consolidated in the AS as considered 2018, 31 March whose ventures, of 2 joint in respect financial statements, These by us. not been audited have financial statements been furnished to and have unaudited are financial statements us by the Management and our opinion on the consolidated the amounts to in so far as it relates Ind AS financial statements, and of these joint ventures, included in respect and disclosures our report in terms of sub-section (3) of Section 143 of the Act is based joint ventures, the aforesaid to in so far as it relates In our opinion financial statements. solely on such unaudited to and explanations given the information to and according not us by the Management, are these financial statements the Group. material to and on the consideration of reports of the other auditors financial and the other financial statements on separate in the as noted of subsidiaries and joint ventures, information report, we the extent to paragraph, applicable, ‘Other matters’ that: 3. Ind The consolidated the also include statements AS financial Ind on the consolidated Our opinion above statements, AS financial and our report on Other and Regulatory below, Legal Requirements our with respect to matters is not modified in respect of the above on the work done and the reports and reliance of the other auditors certifiedthe financial statements by the management. Report and Regulatory other Legal on Requirements 1 by Section 143 (3) of the Act, based on our audit required As (a) and information sought and obtained all the have we (b) by books of account as required in our opinion, proper (c) balance sheet, the consolidated the consolidated (d) Ind consolidated AS in our opinion, the aforesaid 18,095.88 ` 6,057.39 crore 6,057.39 crore ` 273.38 crore for the year the year for 273.38 crore ` 1.93 crore for the year ended ended the year for 1.93 crore ` included in the consolidated Ind AS financial statements, Indincluded in the consolidated AS financial statements, assets of reflect total whose financial statements of revenues 2018, total March, as at 31 crore and net cash inflows amounting to Ind in the consolidated as considered 2018, ended 31 March, IndThe consolidated AS financial AS financial statements. of net loss (and other share also include the Group’s statements income) of comprehensive outside India and other financial whose financial statements with in accordance been prepared have information accounting principles in their respective generally accepted by other auditors been audited countries and which have applicable in auditing standards under generally accepted management has The Company’s countries. their respective of such subsidiariesconverted statements the financial and outside India accounting principles located from joint ventures countries accounting to in their respective generally accepted these audited have We principles in India. generally accepted management. adjustments made by the Company’s conversion the balances and affairs of to Our opinion in so far as it relates outside India located is such subsidiaries and joint ventures based on the reports and the conversion of the other auditors Company by the management of the adjustments prepared us. by and audited joint ventures for the year ended 31 March, 2017 prepared in 2017 prepared ended 31 March, the year for joint ventures with Ind Indaccordance AS included in these consolidated AS auditor by the predecessor audited were financial statements as per their an unmodified opinion thereon who expressed 2017. report 26 May, dated whose financial of 2 joint ventures, 2018 in respect 31 March, These financial by us. not been audited have statements been audited have and other financial information statements whose reports been furnished us by by other auditors to have Indthe management and our opinion on the consolidated AS the amounts and to in so far as it relates financial statements, of these subsidiaries included in respect and joint disclosures our report and in terms of sub-sectionventures (3) of Section subsidiaries the aforesaid to 143 of the Act, it relates insofar as is based solely on the reports of the other and joint ventures auditors. 2. 34 subsidiaries, of did not audit the financial statements We located Certain are of these subsidiaries and joint ventures 1. and its of the Group information financial The comparative Other matters ventures, the aforesaid consolidated Ind AS financial statements give Indconsolidated give financial statements AS the aforesaid ventures, and by the Actrequired in the manner so required the information true and fair view in conformity a principles with the accounting give in India, of affairs of generally accepted state of the consolidated 2018 and their as at 31 March, its joint ventures and the Group income), their (including other comprehensive profit consolidated of changes in equity cash statement and consolidated consolidated that date. ended on the year flows for (e) on the basis of the written representations received ii. provision has been made in the consolidated Ind from the directors of the Holding Company as on AS financial statements, as required under the 31 March, 2018 taken on record by the Board of applicable law or Ind AS, for material foreseeable Directors of the Holding Company and the reports losses, on long-term contracts including of the statutory auditors of its subsidiary companies derivative contracts. Refer note 19 and 40 to incorporated in India, none of the directors of the Group the consolidated Ind AS financial statements in companies incorporated in India is disqualified as on 31 respect of such items as it relates to the Group March, 2018 from being appointed as a director in terms and its joint ventures; of Section 164(2) of the Act; iii. there has been no delay in transferring (f) with respect to the adequacy of the internal financial amounts, required to be transferred, to the controls with reference to financial statements of Investor Education and Protection Fund by the the Holding Company and its subsidiary companies Holding Company and its subsidiary companies incorporated in India and the operating effectiveness of incorporated in India during the year ended 31 such controls, refer to our separate Report in ‘Annexure March, 2018; and A’; and iv. the disclosures in the consolidated Ind AS (g) with respect to the other matters to be included in financial statements regarding holdings as the Auditors’ Report in accordance with Rule 11 of well as dealings in specified bank notes during the Companies (Audit and Auditors) Rules, 2014, in the period from 8 November, 2016 to 30 our opinion and to the best of our information and December, 2016 have not been made since according to the explanations given to us and based on they do not pertain to the financial year ended the consideration of the reports of the other auditors on 31 March, 2018. separate financial statements as also the other financial information of the subsidiaries and joint ventures, as For B S R & Co. LLP noted in the ‘Other Matters’ paragraph: Chartered Accountants Firm’s Registration No: 101248W/W-100022 i. the consolidated Ind AS financial statements disclose the impact of pending litigations on the consolidated financial position of the Group Vijay Mathur and its joint ventures – Refer Note 45 to the Partner consolidated Ind AS financial statements; Mumbai 18 May, 2018 Membership No: 046746
192 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 193 Partner Vijay Mathur Vijay For B S R & Co. LLP B S R & Co. For Chartered Accountants Consolidated Financial Statements Mumbai No: 101248W/W-100022 Registration Firm’s 18 May, 2018 2018 18 May, Membership No: 046746 Company and its subsidiary and its companies Company which are companies, incorporated in India. Reporting Financial over Controls Financial Internal Meaning of financial reporting over is a internal financial control A company's the assurance regarding reasonable provide to designed process of financial reportingreliability of financial the preparation and externalwith generally purposes for in accordance statements internalfinancial control A company's accounting principles. accepted financial reportingover and procedures includes those policies that, in reasonable that (1) pertain of records the maintenance to and fairly accurately reflect the transactionsdetail, and dispositions company;of the assets of the assurance reasonable (2) provide necessary as recorded that transactions permit to preparation are accepted with generally accordance in of financial statements of the and expenditures that receipts and accounting principles, with authorisations being made only in accordance are company of the company;of management and directors and (3) provide or timely detection of prevention assurance regarding reasonable assets or disposition of the company's unauthorised acquisition, use, on the financial statements. a material effect that could have over Controls Financial of Internal Limitations Inherent ReportingFinancial over limitations of internal financial controls Because of the inherent financial reporting, the possibility including of collusion or improper due to material misstatements management override of controls, of any projections Also, occur and not be detected. or fraud may error financial reporting over to evaluation of the internal financial controls subject periods the risk to are that the internal financial control future financial reporting because of changes over become inadequate may of compliance with the policies or degree or that the in conditions, deteriorate. may procedures Opinion and its subsidiaryIn our opinion, the Holding Company companies, in all material companies incorporated in India,which are have, financial over system internal financial controls an adequate respects, financial reportingreporting over and such internal controls financial internal 2018, based on the as at 31 March, effectively operating were financial reporting over criteriacontrol established by the Holding and its subsidiary companies Company which are companies, incorporated in India, considering the essential components of of Internal on Audit in the Guidance Note stated internal control Reporting Over the ICAI. issued by Financial Controls Financial Other matters report under Section 143(3)(i) of the ActOur aforesaid on the adequacy of the internalfinancial and operating effectiveness two subsidiary to financial reporting over in so far as it relates controls companies incorporated in India, which are is based companies, reportson the corresponding of such companies of the auditors incorporated in India. (‘the
Report on the Internal Financial Controls under Clause (i) of under Controls Report Financial on the Internal sub-section 2013 Section 3 of Act, of the Companies 143 Annexure A to the Independent Auditor’s Report – 31 March, 2018 – 31 March, Report Auditor’s A to the Independent Annexure Act’) In conjunction Indour audit of the consolidated with financial AS ended the year as of and for Company of the Holding statements over the internal financial controls audited have 2018, we 31 March (‘the Chemicals Limited Holding Company’) Tata financial reporting of and its subsidiary companies incorporated in are which companies, India, as of that date. Controls Financial Internal Responsibility for Management’s its and of the Holding Company of Directors Board The respective subsidiary companies incorporated in India, companies which are establishing and maintaining internal financial for responsible are financial reporting over criteria based on the internal control controls considering companies established by the respective essential the on Note in the Guidance stated components of internal control Reporting issued Financial over Controls of InternalAudit Financial These by the Institute of Chartered of India Accountants (‘ICAI’). implementation and maintenance include the design, responsibilities operating effectively that were internal financial controls of adequate ensuring conduct including and efficient the orderly business, of its for of the safeguarding policies, company’s respective to adherence the and detection of frauds and errors, the prevention its assets, and the timely accuracy of the accounting records, and completeness under the as required financial information, of reliable preparation Act, 2013. Companies Responsibility Auditors’ an opinion on the internal financial express Our responsibility is to and its financial reporting over of the Holding Company controls subsidiary incorporated companies in India which are companies, with the conducted our audit in accordance We based on our audit. Over Financial Controls of Internal on Audit Financial Guidance Note the Standards issued by the ICAI and ‘Guidance Note’) Reporting (the under be prescribed ICAI and deemed to issued by on Auditing, the extentSection Act, 2013, to applicable 143(10) of the Companies an audit both applicable to audit of internal an financial controls, to Those both issued by the ICAI. and, Controls of Internal Financial comply with ethical that we require Note and the Guidance Standards and plan and perform obtain reasonable requirements the audit to over internal financial controls assurance about whether adequate financial reporting was established and maintained and if such in all material respects. effectively operated controls obtain audit evidence performing to procedures Our audit involves about the adequacy over system of the internal financial controls Our audit of financial reporting and their operating effectiveness. financial reporting over included obtaining internal financial controls financial reporting, over an understanding of internal financial controls assessing the risk and that a material weakness and testing exists, of internal control and operating effectiveness evaluating the design selected depend on the The procedures based on the assessed risk. judgement, including the assessment of the risks of material auditor’s fraud or whether due to of the financial statements, misstatement error. obtained and the audit have that the audit evidence we believe We terms in of their reportsevidence obtained by the other auditors is sufficient and in the Other in to below, Matters paragraph referred our audit opinion on the internal a basis for provide to appropriate financial reporting over system of the Holding financial controls Consolidated Balance Sheet as at 31 March, 2018 ` in crore Note As at 31 March, 2018 As at 31 March, 2017 I. ASSETS (1) Non-current assets (a) Property, plant and equipment 4 3,987.19 3,886.75 (b) Capital work-in-progress 373.85 302.87 (c) Investment property 5 27.94 5.66 (d) Goodwill on consolidation 6 1,731.85 1,698.41 (e) Intangible assets 7 7,039.72 7,053.21 (f) Intangible assets under development 35.03 30.22 (g) Investments in joint ventures 8(a) 352.72 292.21 (h) Financial assets (i) Other investments 8(b) 2,395.85 2,274.70 (ii) Loans 9 9.68 8.01 (iii) Other financial assets 10 23.01 8.48 (i) Deferred tax assets (net) 21 20.81 23.67 (j) Advance tax assets (net) 23(a) 671.55 502.88 (k) Other non-current assets 11 169.89 148.92 Total non-current assets 16,839.09 16,235.99 (2) Current assets (a) Inventories 12 1,462.27 1,386.11 (b) Financial assets (i) Investments 8(c) 91.81 220.52 (ii) Trade receivables 13 1,307.86 2,092.18 (iii) Cash and cash equivalents 14 3,945.93 1,451.45 (iv) Bank balances other than (iii) above 14 537.11 213.39 (v) Loans 9 1.63 1.79 (vi) Other financial assets 10 147.12 81.94 (c) Current tax assets (net) 23(a) 34.52 15.40 (d) Other current assets 11 412.96 373.31 7,941.21 5,836.09 Assets classified as held for sale and discontinued operations 24(a) 1,098.34 1,538.38 Total current assets 9,039.55 7,374.47 Total assets 25,878.64 23,610.46 II. EQUITY AND LIABILITIES Equity (a) Equity share capital 15 254.82 254.82 (b) Other equity 16 10,846.89 7,653.42 Equity attributable to equity share holders 11,101.71 7,908.24 Non-controlling interests 17 2,717.16 2,623.89 Total equity 13,818.87 10,532.13 Liabilities (1) Non-current liabilities (a) Financial liabilities (i) Borrowings 18 5,394.02 4,361.02 (ii) Other financial liabilities 19 29.08 30.79 (b) Provisions 20 1,675.07 1,782.03 (c) Deferred tax liabilities (net) 21 1,191.55 1,238.07 (d) Other non-current liabilities 22 66.72 60.92 Total non-current liabilities 8,356.44 7,472.83 (2) Current liabilities (a) Financial liabilities (i) Borrowings 18 140.21 721.08 (ii) Trade payables 1,478.58 1,318.23 (iii) Other financial liabilities 19 993.71 2,408.17 (b) Other current liabilities 22 204.09 248.93 (c) Provisions 20 205.76 280.03 (d) Current tax liabilities (net) 23(b) 131.03 117.79 3,153.38 5,094.23 Liabilities directly associated with discontinued operations 24 (b) 549.95 511.27 Total current liabilities 3,703.33 5,605.50 Total liabilities 12,059.77 13,078.33 Total equity and liabilities 25,878.64 23,610.46 Notes forming part of the consolidated financial statements 1-47 As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Bhaskar Bhat Director Chartered Accountants Nasser Munjee Director Firm’s Registration No: 101248W/W - 100022 Dr. Y. S. P. Thorat Director Vibha Paul Rishi Director S. Padmanabhan Director Padmini Khare Kaicker Director Vijay Mathur John Mulhall Chief Financial Officer R. Mukundan Managing Director and CEO Partner Rajiv Chandan General Counsel & Zarir Langrana Executive Director Membership No. 046476 Company Secretary Mumbai, 18 May, 2018
194 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 195 in crore 0DUFK ` Year ended Year 31 March, 2017 31 March, - - - 0.43 1.59 75.67 334.91 70.79 10.33 11.10 (26.33) 60.13 345.95 469.10 619.09 269.41 240.99 269.41 240.99 280.51 214.66 Director Director Director Director Director Director and CEO Managing Director Director Executive 1,390.56 1,341.79 1,290.59 879.64 1,142.49 2,433.08 113.47 993.11 1,097.70 3,530.78 375.29 1,368.40 8,998.26 1,620.13 9,396.14 1,466.58 2,702.49 1,234.10 1,560.00 1,142.49 1,120.63 113.47 2,702.49 1,108.80 1,234.10 348.96 3,811.29 1,583.06 10,504.82 10,847.10 31 March, 2018 31 March, Consolidated Financial Statements 2931 325.58 5,053.26 297.29 4,916.09 323333 64.34 334.99 (274.86) - 372.13 (26.18) 34 1,213.99 - 26 159.46 166.12 353535 50.66 44.85 95.51 34.53 4.45 38.98 Note ended Year Nasser Munjee Thorat S. P. Y. Dr. Rishi Paul Vibha S. Padmanabhan Kaicker Khare Padmini R. Mukundan Zarir Langrana ) ` Chief Financial Officer Chief Financial & General Counsel SecretaryCompany ) ` ) ` Rajiv Chandan Profit and Loss Profit and Loss - (ii) in equities carried OCI at fair value through value of investments Changes in fair of Statement the Consolidated to that will not be reclassified items Income to - tax relating 38) benefit plans (note of defined employee Remeasurement - (ii) portion Effective of gain/(loss) on cash flow hedges of Profit Statement the Consolidated to that will be reclassified items Income to - tax relating currency translation reserve Changes in foreign 1,017.28 410.68 183.43 (138.47) 10.94 (31.63) 76.26 12.41 f) costs Finance c) and stock-in-trade work-in-progress of finished goods, Changes in inventories 27 (104.15) 113.39 a) materials of consumed Cost e) benefits expense Employee 28 1,270.23 1,261.42 h) Other expenses d) duty Excise on sale of goods g) and amortisation Depreciation expense 30 518.01 512.16 b) of stock-in-trade Purchases (B) (i) and Loss of Profit Statement the Consolidated Items to that will be reclassified (A) (i) and Loss of Profit Statement the Consolidated Items to that will not be reclassified Total expenses (a to h) (a to expenses Total (b) (a+b) tax expense Total tax Deferred (a) tax Current Total other comprehensive income (net of tax) (A (i-ii) +B (i-ii)) (i-ii) (A (net of tax) income other comprehensive Total to: Attributable (i) interests Equity of the Company shareholders (ii) Non-controlling 1,108.80 348.96 (ii) Non-controlling interests (ii) Non-controlling interests (ii) Non-controlling Attributable to: Attributable (i) Equity of the Company shareholders to: Attributable (i) Equity of the Company shareholders (ii) Non-controlling interests (ii) Non-controlling interests (ii) Non-controlling Attributable to: Attributable (i) Equity of the Company shareholders to: Attributable (i) Equity of the Company shareholders - Basic and Diluted - Basic and Diluted part forming Notes financial statements of the consolidated 1-47 Earnings per share for continuing operations (in operations continuing for Earnings per share (in operations discontinued for Earnings per share (in operations and discontinued continuing for Earnings per share - Basic and Diluted IV. Expenses &RQVROLGDWHG6WDWHPHQWRI3URȴWDQG/RVVIRUWKH\HDUHQGHG V.VI.VII. and tax (III-IV) ventures of joint of profit share items, exceptional before Profit VIII. gain (net) Exceptional and tax ventures of joint of profit (V+VI)share before items, exceptional after Profit IX. (net of tax) of joint ventures of profit Share X. tax before (VII+VIII) Profit expense Tax 1,570.90 1,506.56 1,450.96 1,450.96 8(a) 49.23 15.62 XI.XII.XIII. (IX-X)continuing operations year from for the Profit XIV. discontinued operations tax from before Profit gain (net) Exceptional XV. of discontinued operations expense Tax XVI. (XII+XIII-XIV) operations discontinued year from for the Profit XVII.year (XI+XV)for the Profit (net of tax) (‘OCI’) income Other comprehensive 34 1,142.49 1,560.00 34 437.72 1,120.63 113.47 509.22 185.59 72.12 I.II.III. operations from Revenue Other income (I+II) income Total 25 10,345.36 10,680.98 XVIII. (XVI+XVII) the year for income comprehensive Total XIX. (XI) continuing operations year from for the Profit 3,811.29 1,583.06 XX. (XV) operations discontinued from year for the Profit XXI.year (XVI)for the Profit XXII. (net of tax) (XVII) income Other comprehensive XXIII. (XVIII) the year for income comprehensive Total XXIV. XXV. XXVI. As per our report attached date As of even LLP B S R & Co. For Chartered Accountants No: 101248W/W - 100022 Registration Firm’s MathurVijay Partner 046476 Membership No. 2018 Mumbai, 18 May, John Mulhall and on behalf of the Board For Bhaskar Bhat 6 254.82 254.82 in crore in crore ` ` interests Non-controlling (7.86) (10.77) the parent attributable attributable to the equity to shareholders of reserve translation translation 0DUFK Foreign currencyForeign Effective Effective flow hedges flow portion of cash Equity Equity income instruments through other comprehensive comprehensive Director Director Director Director Director Director Managing Director and CEO Managing Director Executive Director Executive Other Equity Retained earnings* reserve General Nasser Munjee Dr. Y. S. P. Thorat S. P. Y. Dr. Rishi Paul Vibha S. Padmanabhan Kaicker Khare Padmini R. Mukundan Zarir Langrana reserve Debenture redemption Reserves and surplus income of other comprehensive Items Total Capital reserve redemption Chief Financial Officer Chief Financial General Counsel & General Counsel SecretaryCompany reserve premium Securities - - - - - (7.86) - - - John Mulhall Rajiv Chandan and other reserves from amalgamation Capital reserve Particulars 2016 1 April, Balance as at year for the Profit (net of tax) income Other comprehensive the year income for comprehensive Total Dividends including tax on dividend in interests Changes in ownership subsidiaries interests of non-controlling Acquisition 20.73 31 March, 2017 Balance as at - - Profit for the year (net of tax) income Other comprehensive 1,258.89 the year income for comprehensive Total Retained earnings - sale of non- to Transferred - - - current 0.10 investment Dividends including tax on dividend in interests Changes in ownership 20.73 subsidiaries 240.00 - - - - Additional infusion by NCI - 1,258.89 1,282.47 31 March, 2018 Balance as at - 0.10 - - 996.00 - - - - - 1,425.98 240.00 - - - - 20.73 1,282.47 - (67.95) - - 827.87 (165.24) 1,258.89 - - 1,509.39 - - 1,443.28 - 1,836.66 410.68 0.10 - 410.68 - 6,599.50 ------240.00 73.55 2,598.46 5.60 (306.62) 73.55 - 2,550.02 1,282.47 - 993.11 116.94 - 1,499.58 - 56.30 - 1,009.17 4,626.08 56.30 1,009.17 7,653.42 - 1,368.40 - - 1,941.85 13.71 - 375.29 - 2,623.89 - 13.71 214.66 19.31 (42.12) - 2,433.08 (26.33) - - (337.31)- (42.12) 1,457.46 3,530.78 - 903.98 10,846.89 1,097.70 - 280.51 - - 2,717.1 (903.98) - 11.10 993.11 (306.62) - 240.99 (178.46) ------(337.31) 2,433.08 269.41 (188.51) - - - - 1.27 a. capital (note 15) Equity share Particulars Balance as at 31 March, 2018 Balance as at 31 March, 2017 Balance as at 31 March, b. (note 17) Other interests equity (note 16) and non-controlling * including remeasurement of defined employee benefit plans of defined employee * including remeasurement 1-47) - (note forming part financial statements Notes of the consolidated Chartered Accountants As per our report attached date As of even LLP B S R & Co. For and on behalf of the Board For Bhaskar Bhat Firm’s Registration No: 101248W/W - 100022 Registration Firm’s &RQVROLGDWHG6WDWHPHQWRI&KDQJHVLQ(TXLW\IRUWKH\HDUHQGHG Vijay Mathur Vijay Partner 046476 Membership No. Mumbai, 18 May, 2018 Mumbai, 18 May,
196 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 197 in crore ` Year ended Year K 31 March, 2017 31 March, 22.49 70.13 8.05 85.96 388.99 472.97 (22.98) (60.31) (8.51) (65.62) (118.60) 427.24 3,271.84 1,652.17 Year ended Year 31 March, 2018 31 March, Consolidated Financial Statements Consideration paid on acquisition/investment in subsidiary paid on acquisition/investment Consideration - (19.49) Acquisition of property, plant and equipment (including capital work- plant and equipment (including capital work- of property, Acquisition assets under development) assets and intangible intangible in-progress, plant and equipment sale of property, from Proceeds sale of other non-current from investments Proceeds investments sale of current from Proceeds of non-current investments Purchase investments of current Purchase in joint ventures of investments Purchase as cash and cash equivalent Bank balances not considered 34) sale of discontinued operations (net) (note from Proceeds (750.32) sale of subsidiaries from Proceeds received Interest (645.30) 19.72 937.38 (322.59) 2,593.98 14,944.94 2.40 5.19 (40.14) 11,019.18 (194.19) (1.91) (14,766.70) - (11,230.30) (0.50) (13.14) 0.03 - Adjustments for : for Adjustments and amortisationDepreciation expense Impairment 34) assets (note of costs Finance income Interest Dividend income 34) (note on sale of discontinued operation Profit of joint ventures of profit Share investments Net gain on sale of current benefits expense employee for Provision debts written doubtful debts and advances/bad off for Provision contingencies for Provision written back Liabilities no longer required financing activities loss due to exchange Realised foreign loss/(gain) (net) exchange foreign Unrealised (net) on assets sold or discarded Loss working capital changes before profit Operating : for Adjustments other financial assets and other assets loans, receivables, Trade Inventories 530.59 other financial liabilities and other liabilities payables, Trade (1,279.39) operations from generated Cash 55.04 refund) paid (net of Taxes activities operating from Net cash generated 65.40 552.44 (52.70) 3.91 - 3.87 34.33 (49.23) - (251.33) (24.88) 2,953.95 15.83 (2.30) 69.41 76.88 (15.62) (199.18) 66.75 1,115.55 2,769.55 (15.19) 10.80 (7.93) (329.89) Dividend received 52.85 1,870.14 4.09 2,384.84 3,530.88 3,982.45 (514.70) (451.57) Profit before tax from continuing operations tax from before Profit discontinued operations tax from before Profit 1,620.13 1,651.71 1,466.58 185.59 activities in) investing Net cash from/(used 2,707.01 (982.14) &RQVROLGDWHG6WDWHPHQWRI&DVK)ORZVIRUWKH\HDUHQGHG0DUF Particulars B activities investing from flows Cash Aactivities operating from flows Cash &RQVROLGDWHG6WDWHPHQWRI&DVK)ORZVIRUWKH\HDUHQGHG0DUFK ` in crore Particulars Year ended Year ended 31 March, 2018 31 March, 2017 C Cash flows from financing activities Proceeds from borrowings 3,855.36 2,768.07 Repayment of borrowings (5,076.78) (4,159.77) Repayment towards finance lease (net) (19.18) (19.96) Finance costs paid (324.31) (445.56) Contribution from non-controlling interests 1.27 0.86 Payment to non-controlling interests (188.51) (178.46) Bank balances in dividend and restricted account (1.13) (1.06) Dividends paid including distribution tax (336.18) (305.56) Net cash used in financing activities (2,089.46) (2,341.44) Net increase in cash and cash equivalents 2,487.69 207.30 Cash and cash equivalents as at 1 April 1,451.45 1,246.69 Movement in cash and cash equivalents pertaining to discontinued operations (0.96) (0.08) Exchange difference on translation of foreign currency cash and cash equivalents 7.75 (2.46) Cash and cash equivalents as at 31 March (note 14) 3,945.93 1,451.45
Footnote: Reconciliation of borrowings ` in crore Particulars Year ended Year ended 31 March, 2018 31 March, 2017 Non-current borrowings (note 18) 5,394.02 4,361.02 Current borrowings (note 18) 140.21 721.08 Current maturities of non-current borrowings (note19) 568.57 1,966.22 Current maturities of finance lease obligation (note 19) 5.37 23.54 Borrowings relating to discontinued operations (note 34) 310.08 370.70 Assets/(liabilities) held to hedge non-current borrowings (net) (21.71) (0.89) 6,396.54 7,441.67
Proceeds of borrowings 3,855.36 2,768.07 Repayment of borrowings (5,076.78) (4,159.77) Repayment towards finance lease (net) (19.18) (19.96) Realised foreign exchange loss due to financing activities (net) 3.87 69.41 Unrealised foreign exchange gain/(loss) (net) 175.98 (336.66) Fair value changes (net) (20.82) 58.89 Unamortised finance cost 36.44 31.05 Movement of borrowings (net) (1,045.13) (1,588.97) Notes forming part of the consolidated financial statements - (note 1-47)
As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Bhaskar Bhat Director Chartered Accountants Nasser Munjee Director Firm’s Registration No: 101248W/W - 100022 Dr. Y. S. P. Thorat Director Vibha Paul Rishi Director S. Padmanabhan Director Padmini Khare Kaicker Director Vijay Mathur John Mulhall Chief Financial Officer R. Mukundan Managing Director and CEO Partner Rajiv Chandan General Counsel & Zarir Langrana Executive Director Membership No. 046476 Company Secretary Mumbai, 18 May, 2018
198 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 199 Consolidated Financial Statements from these estimates under different assumptions and different under these estimates from conditions. accounting Revisions to on an ongoing basis. in the period in which the recognised are estimates affected. periods are and future revised are estimates risk the carrying of causing a material adjustment to within the nextvalues of assets and liabilities financial discussed below. are year circumstances whenever frequently, basis or more cash amount of the that the recoverable indicate is less than its carryinggenerating unit (‘CGU’) value. the estimation of expected The impairment indicators, the determination cash flows and of the fair future the Management make to require value of CGU assumptions and judgments estimates, significant concerning the identification and validation of and fair value of tangible impairment indicators, and operating rates growth revenue assets, intangible cash flows, future projected calculate used to margins economic future discount rate, risk-adjusted relevant and market etc. conditions, tax assets that can determineof deferred the amount based upon the likely timing and the be recognised, profits. taxable of future level taxable future of projected if management estimates a change. undergo income or if tax regulations pertaining reverse expected subsidiaries to to that are and the determination of future in the foreseeable require income tax liabilities, deferred the related the Management make judgments, to significant and assumptions. estimates (‘PPE’) and intangible assets value of PPE and Intangibles at the end of residual such as changes in the each reporting Factors period. developments, technological of usage, expected level units-of-production and product life-cycle, could impact and significantly the economic useful lives the Consequently, values of these assets. the residual and amortisation depreciation could be future charge an impact of the on the profit have and may revised years. future reviewed and underlying Estimates assumptions are a significant that have and assumptions The estimates 2.3.1 Impairment of goodwill impairment at least on an annual for Goodwill is tested 2.3.2 liabilities tax assets and income Deferred to is required management judgment Significant tax assets could change deferred total The amount of the identification of temporary differences Similarly, 2.3.3 plant and equipment of property, lives Useful and useful lives Management the estimated reviews Basis of compliance in all material with Indian aspects, Accounting (‘Ind notified under SectionStandards AS’) 133 of the Act, 2013 (‘theCompanies 2013 Act’) with Rule read Rules, (Indian Standards) 3 of Companies Accounting of the Act. provisions 2015 and other relevant certain for instruments and except financial basis, at fair value measured defined benefit plans which are at the end of each reporting Historical period. is cost generally based on the fair value of the consideration value is goods and services. for Fair in exchange given sell an asset or paid to the price be received that would a liability transaction in an orderly transfer betweento market participants date. at the measurement normal operating as per the Group’s or noncurrent cycle and other criteria III to set out in the Schedule the 2013 Act. of date the Group’s 2015 (‘Transitionat 1 April, Date’), Ind-AS.transition to judgements that assumptions and judgments make estimates, the reportedaffect balances of assets and liabilities and of the financial statements as at the date disclosures and the reported amounts of income and expense for the periods presented. on historical experience and other factors that are differ may Actual results be relevant. to considered company domiciled in India. domiciled on twocompany stock listed Its are shares and (‘BSE’) in India; Exchange Stock exchanges the Bombay and its The Company (‘NSE’). Exchange the National Stock businesses a diversified is ‘Group’) subsidiaries (collectively the inputs, other agri fertilisers, chemicals, dealing in inorganic The consumer and nutritional sectors. solutions business key with has a global presence subsidiaries in United Group of America KingdomStates (USA), United (UK) and Kenya that industrial and sale of soda ash, in the manufacture engaged are products. salt and related and basis of preparation Summary of basis of compliance, assumptions estimates, critical accounting presentation, policies and judgements and significant accounting Corporate information Corporate 2. 2.1 comply, (‘CFS’) Statements Financial The Consolidated 2.2 presentation and Basis of preparation on the historical cost been prepared The CFS have been classified as current All assets and liabilities have as opening Balance Sheet was prepared The Group’s 2.3 assumptions and estimates, Critical accounting management to of the CFS requires The preparation based assumptions are and associated The estimates 1. ‘Company’) limited is a public (the Chemicals Limited Tata 1RWHVIRUPLQJSDUWRIWKHȴQDQFLDOVWDWHPHQWV 2.3.4 Employee benefit obligations Interests in joint venture are accounted for using the equity method of accounting (see (III) below). Employee benefit obligations are determined using actuarial valuations. An actuarial valuation involves The CFS have been prepared on the following making various assumptions that may differ from basis: actual developments. These include the estimation of I The financial statements of the Company and its the appropriate discount rate, future salary increases subsidiary companies have been consolidated on and mortality rates. Due to the complexities involved in a line by- line basis by adding together of like items the valuation and its long-term nature, the employee of assets, liabilities, income and expenses, after benefit obligation is highly sensitive to changes in fully eliminating intra-group balances and intra- these assumptions. All assumptions are reviewed at group transactions and resulting unrealised profit each reporting date. or losses, unless cost cannot be recovered, as per 2.3.5 Provisions and contingencies the applicable Accounting Standard. Accounting policies of the respective subsidiaries are aligned From time to time, the Group is subject to legal wherever necessary, so as to ensure consistency proceedings, the ultimate outcome of each being with the accounting policies that are adopted by subject to uncertainties inherent in litigation. A the Group under Ind AS. provision for litigation is made when it is considered probable that a payment will be made and the amount II The results of subsidiaries acquired or disposed of can be reasonably estimated. Significant judgment during the year are included in the CFS from the is required when evaluating the provision including, effective date of acquisition and up to the effective the probability of an unfavorable outcome and the date of disposal, as appropriate. ability to make a reasonable estimate of the amount III The CFS include the share of profit / loss of the joint of potential loss. Litigation provisions are reviewed ventures which are accounted as per the ‘equity at each accounting period and revisions made for method’. the changes in facts and circumstances. Contingent liabilities are disclosed in the notes forming part of Under the equity method of accounting, the the consolidated financial statements. Contingent investments are initially recognised at cost and assets are not disclosed in the consolidated financial adjusted thereafter to recognise the Group’s share statements unless an inflow of economic benefits is of the post-acquisition profits or losses of the probable. investee in profit or loss, and the Group’s share of movements in OCI of the investee in OCI. Dividends 2.4 Functional and presentation currency received or receivable from joint ventures are Items included in the financial statements of each of recognised as a reduction in the carrying amount the Group’s entities are measured using the currency of the investment. of the primary economic environment in which the When the Group’s share of losses in an equity entity operates (the ‘Functional Currency’). The CFS are accounted investment equals or exceeds its presented in Indian Rupees (`), which is the Group’s interest in the entity, the Group does not recognise presentation currency. further losses, unless it has incurred obligations or 2.5 Basis of Consolidation made payments on behalf of the other entity. The CFS comprise the financial statements of the IV The CFS are presented, to the extent applicable, Company, its subsidiaries and the Group’s interest in in accordance with the requirements of Schedule joint ventures as at the reporting date. III of the 2013 Act as applicable to the Company’s separate financial statements. Subsidiaries V Non-controlling interests (‘NCI’) in the net assets Subsidiaries include all the entities over which the of the subsidiaries that are consolidated consists Group has control. The Group controls an entity when of the amount of equity attributable to non- the Group is exposed to, or has rights to, variable controlling shareholders at the date of acquisition. returns through its involvement in the entity and has the ability to affect those returns through its power to Profit or loss and each component of OCI are direct the relevant activities of the entity. Subsidiaries attributed to the equity holders of the parent and are consolidated from the date control commences to the NCI, even if this results in the NCI having a until the date control ceases. deficit balance. Joint venture 2.6 Foreign currency translation A joint venture is a joint arrangement whereby the (i) Foreign currency transactions and balances parties that have joint control of the arrangement On initial recognition, all foreign currency have rights to the net assets of the arrangement. transactions are recorded at exchange rates
200 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 201 Consolidated Financial Statements related costs are recognised in the Consolidated Consolidated in the recognised are costs related The acquiree’s as incurred. Loss and of Profit Statement liabilities liabilities and contingent assets, identifiable recognised are recognition condition for that meet the except date values at the acquisition at their fair and assets or liabilities liabilities, tax assets or deferred which are benefit arrangements, employee to related with Ind in accordance AS and measured recognised 12- Income and Ind benefits, taxes AS 19-Employee respectively. of NCI in the the amount consideration transferred, previously the fair value of acquirer’s and aquiree, over held equity (if any) aquiree instrument in the fair value of identifiable date the net of acquisition the fair Where and liabilities assumed. assets acquired the and liabilities exceed value of identifiable assets of the fair values cost of acquisition, after reassessing is the excess the net assets and contingent liabilities, as capital reserve. recognised at fair value or at the NCI’s either initially measured identifiable net of the acquiree’s proportionate share basis is made on The choice of measurement assets. an acquisition-by-acquisition basis. liabilities a business combination includes assets or arrangement, in a contingent consideration resulting such contingent consideration, on the acquisition included as a at fair value and is measured date, part in a business of the consideration transferred of the combination. Changes in the fair value contingent consideration that qualify as measurement retrospectively, adjusted are period adjustments, or adjustments against goodwill with corresponding capital reserve be. as the case may during the additional information that arise from one (which cannot exceed period’ ‘measurement about facts the acquisition date) and from year at the acquisition date. that existed circumstances value of the contingent consideration that do not period adjustments qualify as the measurement depends on how the contingent consideration is consideration that is classified Contingent classified. at subsequent reportingas equity remeasured is not and its subsequent settlement is accounted dates consideration that is Contingent within equity. for at classified as an asset or a liability is remeasured fair value at subsequent reporting with the dates in profit gain or loss being recognised corresponding or loss. in the acquiree held equity interest previously Group’s its acquisition-date to the fair value and is remeasured of the sum of the as the excess Goodwill is measured is of non-controlling shareholders The interest in the Group by When the consideration transferred adjustments period Measurement adjustments are in the fair changes The subsequent accounting for the in stages, When a business combination is achieved prevailing on the date of the transaction.the date on Monetaryprevailing foreign in a denominated liabilities, assets and rate the exchange at translated are currency, Balance Sheet date on the Consolidated prevailing are gains or losses exchange and the resultant of Profit Statement in the Consolidated recognised Non-monetary carried which are in and Loss. items, in a foreign terms of historical denominated cost, at currency rate reported exchange using the are of the transaction.the date presented cost are the borrowing adjustment to and Loss Profit of Statement in the Consolidated arising differences within finance cost. Exchange at Fair translation of equity the investments from income other comprehensive value through All other foreign in OCI. recognised (‘FVTOCI’) are on a net presented are gains and losses exchange basis within other income or other expense. currency other than presentation currencies have currency the presentation using to been translated on the Consolidated prevailing rates exchange of Profit The Statement Balance Sheet date. the average using has been translated and Loss The net impact of such translation rates. exchange currency OCI and held in foreign in recognised are translation reserve (‘FCTR’), a component of Equity. in a foreign interest entire disposal of the Group’s over loss of control, operation, a disposal involving or a operation, a subsidiary that includes a foreign partial in a joint arrangement disposal of an interest operation of which the that includes a foreign becomes a financial asset), the interest retained in equity accumulated in differences exchange respect of that operation attributable the owners to the Consolidated to reclassified are of the Group as part and Loss of the gain or of Profit Statement loss on disposal. operation that subsidiary that includes a foreign the over losing control in the Group does not result of accumulated the proportionatesubsidiary, share re-attributed NCI and are to differences exchange Statement in the Consolidated not recognised are all other partial disposal (i.e. For and Loss. of Profit partial disposals of joint arrangements that do not influence losing significant in the Group result of the the proportionate share or joint control), is reclassified differences exchange accumulated and Loss. of Profit Statement the Consolidated to (ii) Foreign operations Foreign (ii) Acquisition under acquisition method of accounting. as an regarded differences exchange Foreign with functional and liabilities of entities Assets a operation (i.e. On the disposal of a foreign In case of a partial in a disposal of interests combinations Business 2.7 its business combinations accounts for The Group resulting gain or loss, if any, is recognised in profit or All other repair and maintenance costs, including loss. Amounts arising from interests in the acquiree regular servicing, are recognised in the Consolidated prior to the acquisition date that have previously Statement of Profit and Loss as incurred. When a been recognised in other comprehensive income replacement occurs, the carrying value of the replaced are reclassified to profit or loss where such treatment part is de-recognised. Where an item of property, plant would be appropriate if that interest were disposed and equipment comprises major components having off. different useful lives, these components are accounted for as separate items. If the initial accounting for a business combination is incomplete by the end of the reporting period in which PPE acquired and put to use for projects are capitalised the combination occurs, the Group reports provisional and depreciation thereon is included in the project amount for the items for which the accounting is cost till the project is ready for commissioning. incomplete. Those provisional amount are adjusted Depreciation methods, estimated useful lives and during the measurement period, or additional assets residual value or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed Depreciation on PPE (except leasehold at the acquisition date that, if known, would have improvements and PPE acquired under finance affected the amount recognised at that date. lease) is calculated using the straight-line method to allocate their cost, net of their residual values, 2.8 Changes in the proportion held by NCI over their estimated useful lives. However, leasehold Changes in the proportion of the equity held by improvements and PPE acquired under finance lease NCI are accounted for as equity transactions. The are depreciated on a straight-line method over the carrying amount of the controlling interests and NCI shorter of their respective useful lives or the tenure are adjusted to reflect the changes in their relative of the lease arrangement. Freehold land is not interests in the subsidiaries. Any difference between depreciated. the amount by which the NCI are adjusted and the Schedule II to the Companies Act 2013 prescribes the fair value of the consideration paid or received is useful lives for various class of assets. For certain class of recognised directly in equity and attributed to owners assets, based on technical evaluation and assessment, of the Group. Management believes that, the useful lives adopted 2.9 Property, plant and equipment by it reflects the periods over which these assets are expected to be used. Accordingly for those assets, the An item of property, plant and equipment is recognised useful lives estimated by the management are different as an asset if it is probable that the future economic from those prescribed in the Schedule. Management’s benefits associated with the item will flow to the estimates of the useful lives for various class of fixed Company and its cost can be measured reliably. This assets are as given below: recognition principle is applied to the costs incurred initially to acquire an item of property, plant and Asset Useful life equipment and also to costs incurred subsequently to Salt Works, Reservoirs and Pans add to, replace part of, or service it and subsequently 1-30 years carried at cost less accumulated depreciation and Plant and Machinery** 1-60 years accumulated impairment losses, if any. Traction Lines and Railway Sidings 15 years The cost of PPE includes interest on borrowings Factory Buildings directly attributable to the acquisition, construction 5-60 years Other Buildings or production of a qualifying asset. A qualifying asset 5-60 years is an asset that necessarily takes a substantial period Water Works 15 years of time to be made ready for its intended use or sale. Furniture and Fittings and Office Borrowing costs and other directly attributable cost Equipment (including Computers and are added to the cost of those assets until such time as Data Processing Equipment) 1-10 years the assets are substantially ready for their intended use, Vehicles which generally coincides with the commissioning 4-10 years Mines and Quarries** date of those assets. 140 years The present value of the expected cost for the ** Mines and quarries and certain plant and machinery decommissioning of an asset after its use is included which are in relation to the USA subsidiaries mine are in the cost of the respective asset if the recognition depreciated using the units-of-production method. criteria for a provision is met. Approximately 3% (previous year 4%) of plant and machinery and 100% (previous year 100%) of mines Machinery spares that meet the definition of PPE are and quarries are depreciated using the units-of- capitalised and depreciated over the useful life of the production method. principal item of asset.
202 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 203 Consolidated Financial Statements separately identified and reliably measured; measured; identified and reliably separately demonstrated; demonstrated; the project is demonstrated; the project is demonstrated; use or sale of output manufactured during the project; and the costs are the project is clearly defined, the technical feasibility of the project is feasibility the technical during the ability products created use or sell the to the project exists and complete to the intention assets under development assets under carriedare under development assets intangible incidental at cost, comprising cost, related direct cost. attributableexpenses and borrowing capitalised only when it is probable and equipment are with these economic benefit associated that future can be and the cost of the item the Group will flow to reliably. measured and/ or yields long term lease rental for held are properties Investment appreciation. capital are for at cost including transaction costs. initially recognised properties comprisingSubsequently investment carried building are at cost less accumulated if impairment and accumulated losses, depreciation any. 2.9 above. as specified in note useful lives estimated and useful lives estimated values, The residual properties are investment method of depreciation as basis on prospective and adjusted reviewed, of any The effects at each reporting date. appropriate, of Statement included in the Consolidated are revision when the changes arise. and Loss Profit propertythe investment has been disposed of or does propertynot meet the criteria when of investment i.e. propertythe investment is permanently withdrawn economic benefit is expected use and no future from between the net The difference its disposal. from carrying and the disposal proceeds amount of the of Statement in the Consolidated asset is recognised in the period of de-recognition. and Loss Profit as expenses in the year and Loss of Profit Statement Development costs are incurred. in which they are asset under development capitalised as an intangible met: criteria are when the following ʀ ʀ ʀ ʀ 2.11 (‘CWIP’) and intangible work-in-progress Capital CWIP/ under commissioning and other Projects property plant property, to relating Subsequent expenditures Investment 2.12 properties Investment land and buildings that are the over is provided on buildings Depreciation property An investment is de-recognised when either 2.13 Expenses and Development Research the Consolidated to charged expenses are Research
3 years 3-8 years 140 years Useful life Useful Mining rights** software Computer contractual registration, Product rights and rights use railway to wagons knowhow Technical 4-20 years Asset registration, contractual rights use railway rights, to registration, initially are wagons and mining rights of similar nature assets acquired The intangible at cost. recognised at their fair measured in a business combination are initial of acquisition. Following value as at the date carried assets are at cost intangible recognition, amortisationless accumulated and accumulated if any. impairment losses, amortised their using straight line method over of estimates The management’s useful lives. estimated as are various of intangibles class for the useful lives below:given businesses in excess of the fair value of identifiable of the fair value of identifiable businesses in excess Goodwill purchased. net assets and intangible tangible is not amortised; for annually it is tested however impairment and carried less accumulated at cost The gains / (losses) on the if any. impairment losses, disposal of an entity include the carrying amount of the entity to disposed. Goodwill relating at the end of each reportingat the end period. of PPE are disposal/adjustments losses arising from of Profit Statement in the Consolidated recognised and Loss. subsidiaries mine are amortisedsubsidiaries mine are using the units-of- 99% (previous Approximately method. production amortised 99%) of mining rights are year using the units-of-production method. management. determined as the difference asset are of an intangible and the carryingbetween the net disposal proceeds as income or amount of the asset and recognised and of Profit Statement expense in the Consolidated Loss. are useful life assets with a finite The intangible product knowhow, software, technical Computer Other Intangible assets Goodwill the cost of the acquired Goodwill represents reviewed are of assets values and residual lives Useful assets Intangible and gains or of, the retirement arising from Losses 2.10 the USA **Mining to in relation rights which are the annually by is reviewed useful life The estimated or disposal Gains the retirement or losses arising from ʀ a potential market for the products created during contractual terms of the cash flows. For assets the project exists or their usefulness, in case of measured at fair value, gains and losses will either internal use, is demonstrated, such that the project be recorded in the Consolidated Statement of will generate probable future economic benefits; Profit and Loss or through OCI. For investments in and debt instruments, this will depend on the business model in which the investment is held. For ʀ adequate resources are available to complete the investments in equity instruments, this will depend project. on whether the Group has made an irrevocable These development costs are amortised over the election at the time of initial recognition to account estimated useful life of the projects or the products for the equity investment at fair value through OCI. they are incorporated within. The amortisation of The Group has elected to consider the carrying capitalised development costs begins as soon as the cost of equity investments in joint venture at cost. related product is released to production. The Group reclassifies debt investments when and 2.14 Non-current assets held for sale and discontinued only when its business model for managing those operations assets changes. Non-current assets (including disposal groups) are Debt instruments classified as held for sale if their carrying amount will Measurement be recovered principally through a sale transaction rather than through continuing use and a sale is At initial recognition, the Group measures a considered highly probable. financial asset at its fair value (other than financial asset at fair value through profit or loss). Transaction Non-current assets classified as held for sale are costs that are directly attributable to the acquisition measured at lower of their carrying amount and fair of the financial assets are added to the fair value value less cost to sell. measured on initial recognition. Transaction costs Non-current assets classified as held for sale are not of financial assets carried at fair value through depreciated or amortised from the date when they are profit or loss are expensed in the Consolidated classified as held for sale. Statement of Profit and Loss. Non-current assets classified as held for sale and the Subsequent measurement of debt instruments assets and liabilities of a disposal group classified as depends on the Group’s business model held for sale are presented separately from the other for managing the asset and the cash flow assets and liabilities in the Consolidated Balance Sheet. characteristics of the asset. There are three measurement categories into which the Group A discontinued operation is a component of the entity classifies its debt instruments: that has been disposed of or is classified as held for sale and: ʀ Amortised cost ʀ represents a separate major line of business or Assets that are held for collection of contractual geographical area of operations and; cash flows, where those cash flows represent solely payments of principal and interest, are measured at ʀ is part of a single co-ordinated plan to dispose of amortised cost. A gain or loss on a debt investment such a line of business or area of operations. (unhedged) that is subsequently measured at The results of discontinued operation are presented amortised cost is recognised in the Consolidated separately in the Consolidated Statement of Profit and Statement of Profit and Loss when the asset is Loss. derecognised or impaired. Interest income from these financial assets is included in finance income 2.15 Financial instruments using the effective interest rate (‘EIR’) method. 2.15.1 Investments and other financial assets: ʀ Fair value through other comprehensive Classification income (‘FVTOCI’) The Group classifies its financial assets in the following Assets that are held for collection of contractual measurement categories: cash flows and for selling the financial assets, where the asset’s cash flows represent solely ʀ those to be measured subsequently at fair value payments of principal and interest, are measured (either through OCI, or through profit or loss), and at FVTOCI. Movements in the carrying amount are ʀ those measured at amortised cost. recorded through OCI, except for the recognition of impairment gains or losses, interest revenue The classification depends on the Group’s business and foreign exchange gains and losses which are model for managing the financial assets and the recognised in the Consolidated Statement of Profit
204 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 205 Consolidated Financial Statements Where the Group has transferred substantially substantially transferred has Group the Where financial the of ownership, all risks and rewards has not the Group Where asset is derecognised. of all risks substantially rewards and transferred the financial of the financial asset, ownership has the Group Where derecognised. asset is not a financial asset nor retained neither transferred of ownership substantially all risks and rewards the financial asset is of the financial asset, control retained has not if the Group derecognised retains the Group Where of the financial asset. of the financial asset, the asset is continued control the extent to of continuing be recognised to in the financial asset. involvement financial liabilities or as equity with the financial liabilities or as in accordance substance of the contractual arrangement. in the assets of an entity after interest a residual deducting Equity all of its liabilities. instruments issued received, at the proceeds recorded are by the Group net of direct issue costs. initially These are and other liabilities. trade payables and net of transaction at fair value, costs, measured at amortised subsequently measured are cost using The EIR is a method of calculating the the EIR method. amortised cost of a financial liability and of allocating period at effective the relevant expense over interest that the rate is rate interest The effective rate. interest cash payments exactly future discounts estimated or, of the financial liability, the expected life through a shorter period. appropriate, where or modification of terms of renegotiation as a result of the financial in derecognition that do not result Statement in the Consolidated is recognised liability, and Loss. of Profit of financial liabilities Derecognition cancelled or discharged, only when, its obligations are they expire. Presentation settlement has an unconditional right defer to Group at least 12 months after the reportingof the liability for period. within is not due liabilities unless payment 12 months after reporting the period. 2.15.2 Debt and equity instruments Debt and equity classified as either instruments are liabilities Financial An equity contract instrument is any that evidences 2.15.3 financial liabilities comprise borrowings, The Group’s the carrying Changes to amount of a financial liability financial liabilities when, and derecognises The Group liabilities unless the classified as current are Borrowings as current presented are and other payables Trade cash flows of the financial asset, but assumes the cash flows a contractual pay to obligation recipients. one or more to from the financial asset; or from the the contractual rights retains receive to cash flows the rights receive to has transferred whether it has transferred substantially all risks whether it has transferred of ownership of the financial asset. and rewards ʀ and Loss. When the financial asset is derecognised, is derecognised, asset the financial When and Loss. in recognised gain or loss previously the cumulative equity the Consolidated to from OCI is reclassified from income Interest and Loss. of Profit Statement in other income assets is included these financial using the EIR. at FVTPL.cost or FVTOCI measured are or A gain that is subsequently loss on a debt investment at FVTPLmeasured net is recognised (unhedged) in and Loss Profit of Statement in the Consolidated the period from income Interest in which it arises. included in other income. these financial assets is Equity instruments the Group’s Where at fair value. investments fair value gains present management has elected to is no in OCI, there and losses on equity investments of fair value gains and subsequent reclassification and of Profit Statement the Consolidated losses to the When the financial asset is derecognised, Loss. in recognised previously gain or loss cumulative such Dividends from equity. to OCI is reclassified in the Consolidated recognised are investments within other income and Loss of Profit Statement is payments right receive to when the Group’s Impairment established. losses (and reversal of impairment losses) on equity investments at FVTOCI not reported measured separately are other changes in fair value. from and cash equivalents Cash convertible into readily which are instruments, known subject an amounts of cash, that are to risk of change in value with a maturityinsignificant of the date from months or less within three Cash and cash equivalents. be cash to purchase, equivalents consist of balances with banks which and usage. withdrawal unrestricted for are of financial assets Derecognition Group ʀ or loss (‘FVTPL’) profit through value Fair ʀ an asset, it evaluates transfers the Group Where
all equity subsequently measures The Group considers all highly liquid financial The Group only when the A financial asset is derecognised amortised that do not meet the criteria for Assets 2.15.4 Derivatives and hedging activities equity are immediately transferred to the Consolidated Statement of Profit and Loss. In the ordinary course of business, the Group uses certain derivative financial instruments to reduce Derivatives that are not designated as hedges business risks which arise from its exposure to When derivative contracts to hedge risks are not foreign exchange, fuel and interest rate fluctuations designated as hedges, such contracts are accounted associated with borrowings (cash flow hedges). When through FVTPL. the Group opts to undertake hedge accounting, the Group documents, at the inception of the hedging The entire fair value of a hedging derivative is classified transaction, the economic relationship between as a non-current asset or liability when the remaining hedging instruments and hedged items including maturity of the hedged item exceeds 12 months; whether the hedging instrument is expected to it is classified as a current asset or liability when the offset changes in cash flows or fair values of hedged remaining maturity of the hedged item does not items. The Group documents its risk management exceed 12 months. objective and strategy for undertaking various hedge transactions at the inception of each hedge 2.15.5 Financial guarantee contracts relationship. Financial guarantee contracts are recognised as a Derivatives are initially recognised at fair value on financial liability at the time of issuance of guarantee. the date the derivative contract is entered into and The liability is initially measured at fair value and are are subsequently remeasured to their fair value at subsequently measured at the higher of the amount the end of each reporting period. The accounting for of loss allowance determined, or the amount initially subsequent changes in fair value depends on whether recognised less, the cumulative amount of income the derivative is designated as a hedging instrument, recognised. and if so, the nature of the item being hedged and the 2.15.6 Offsetting of financial instruments type of hedge relationship designated. Financial assets and financial liabilities are offset Cash flow hedges that qualify for hedge when the Group has a legally enforceable right (not accounting contingent on future events) to off-set the recognised The effective portion of changes in the fair value of amounts either to settle on a net basis, or to realise the derivatives that are designated and qualify as cash assets and settle the liabilities simultaneously. flow hedges, is recognised through OCI and as cash 2.15.7 Fair value of financial instruments flow hedging reserve within equity, limited to the cumulative change in fair value of the hedged item In determining the fair value of its financial on a present value basis from the inception of the instruments, the Group uses a variety of methods and hedge. The gain or loss relating to the ineffective assumptions that are based on market conditions and portion is recognised immediately in the Consolidated risks existing at each reporting date. The methods Statement of Profit and Loss. used to determine fair value include discounted cash flow analysis, available quoted market prices and Amounts accumulated in equity are reclassified to dealer quotes. All methods of assessing fair value result the Consolidated Statement of Profit and Loss on in general approximation of value. settlement. When the hedged forecast transaction results in the recognition of a non-financial asset, the 2.16 Impairment amounts accumulated in equity with respect to gain Financial assets (other than at fair value) or loss relating to the effective portion of the spot component of forward contracts, both the deferred The Group assesses on a forward looking basis the hedging gains and losses and the deferred aligned expected credit losses associated with its assets forward points are included within the initial cost carried at amortised cost and debt instruments carried of the asset. The deferred amounts are ultimately at FVTOCI. The impairment methodology applied recognised in the Consolidated Statement of Profit depends on whether there has been a significant and Loss as the hedged item affects profit or loss. increase in credit risk. In respect of trade receivables the Group applies the simplified approach permitted When a hedging instrument expires, is sold or by Ind AS 109 - Financial Instruments, which requires terminated, or when a hedge no longer meets the expected lifetime losses to be recognised upon initial criteria for hedge accounting, then hedge accounting recognition of the receivables. is discontinued prospectively and any cumulative deferred gain or loss and deferred costs of hedging in PPE, CWIP and intangible assets equity at that time remains in equity until the forecast The carrying values of assets / CGUs at each Balance transaction occurs. When the forecast transaction is no Sheet date are reviewed to determine whether there longer expected to occur, the cumulative gain or loss is any indication that an asset may be impaired. If any and deferred costs of hedging that were reported in
206 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 207 Consolidated Financial Statements Finance leases: assets are of ownership of the under-lying rewards classified as finance lease. are the Group, to transferred if lower, or, at their fair value at the inception of the lease minimum lease payments. value of the at the present liabilityThe corresponding the lessor is included to Balance Sheet as a finance lease in the Consolidated apportioned are payments between obligation. Lease finance expenses and reduction of the lease obligation on the of interest a constant rate achieve so as to balance of the liability. remaining Operating leases: operating leases. with the lessor ownership of an asset substantially vest under rentals Lease as operating leases. recognised are in the Consolidated recognised operating leases are basis on a straight-line and Loss of Profit Statement structured are the lease term payments unless the over in line with expected general inflation to increase to expected inflationary the lessor’s cost for compensate increases. concession rates as notified under the New Pricing New Pricing notified under the as rates concession and escalation claims claims freight Equated Scheme. by Management estimated based sales are Urea for on the norms under the said or notified prescribed include sales In Fertilisers, Scheme. of Complex case under the Nutrient as notified price Based concessions, by the Management or as estimated Subsidy policy, based on the norms prescribed. using income is recorded cost or at FVTOCI, interest the EIR Method. the income is established. receive to and to be admitted / expected to claims admitted is no uncertaintythe extent that there the in receiving claims. on the substance of the a lease based or contains, of inception. at the date agreement arrangements in which substantially all risks and Lease initially recognised held under finance leases are Assets not classified as finance lease are The leases which are of the risks arrangements and rewards where Lease based on recognised In sales are of Urea, respect income Interest 2.18.2 income Dividend 2.18.3 claims either at amortised all debt instruments measured For Insurance 2.18.4 right when Group’s for Dividend income is accounted Leases the basis of on for Insurance accounted are claims 2.19 is, The determination of whether an agreement indication of such impairment exists, the recoverable the recoverable impairment of such indication exists, in case and is estimated such assets / CGU amount of the carrying their exceeds of these assets amount an impairment amount, loss is recognised recoverable The and Loss. of Profit Statement in the Consolidated the net selling is the higher of amount recoverable in use is arrived at Value price and their value in use. their present cash flows to by discounting the future discount factor. appropriate value based on an as each Balance Sheet date is also done at Assessment is indication that an impairment loss whether there to an asset in prior accounting periods no for recognised consequent to decreased, have longer exists or may of impairment loss is recognised which such reversal Loss. and of Profit Statement in the Consolidated Goodwill that it may indicate circumstances and whenever the purpose of impairment testing, For be impaired. of CGUs, or group a CGU to the Goodwill is allocated the synergies benefit from expected to which are the the business combination in which arising from said Goodwill arose. including the Goodwill is less than its carrying amount, the reduce the impairment first to loss is allocated carrying CGU the to goodwill allocated amount of any on a pro-rata the other assets of the CGU and then to basis of the carrying amount of each asset in the unit. value after providing basis) and net realisable average considered where obsolescence and other losses, for in bringing includes all charges Cost necessary. location and condition, their present the goods to insurance and receiving transit including other levies, and finished goods include Work-in-progress charges. proportion where appropriate of overheads and, value is Net realisable and duties. taxes applicable, selling pricethe estimated in the ordinary course of costs of completion and less the estimated business, costs necessarythe estimated make to the sale. or receivable, fair value of the consideration received where returns including estimated net of returns, and related rebates and trade discounts, applicable, of risks and rewards when all significant taxes, the been passed to ownership of the goods have or delivery either on despatch based of goods, buyer, on the contracts. impairment,least annually at for Goodwill is tested amount of the CGU If recoverable estimated the Inventories 2.17 of cost (on weighted valued at lower Inventories are recognition Revenue 2.18 2.18.1 Sale of goods at the the sale of goods is recognised from Revenue 2.20 Employee benefits plans Balance Sheet with a corresponding charge or credit to retained earnings through OCI in the 2.20.1 In respect of the Company and domestic period in which they occur. Remeasurements are subsidiaries not reclassified to the Consolidated Statement of Employee benefits consist of provident fund, Profit and Loss in subsequent periods. superannuation fund, gratuity fund, compensated Changes in the present value of the defined benefit absences, long service awards, post-retirement obligation resulting from plan amendments or medical benefits, directors’ retirement obligations and curtailments are recognised immediately in the family benefit scheme. Consolidated Statement Profit and Loss as past (i) Post-employment benefit plans service cost. Defined contribution plans (ii) Short-term employee benefits Payments to a defined contribution retirement The short-term employee benefits expected to benefit scheme for eligible employees in the form be paid in exchange for the services rendered by of superannuation fund are charged as an expense employees is recognised during the period when as they fall due. Such benefits are classified as the employee renders the service. These benefits Defined Contribution Schemes as the Group does include compensated absences such as paid not carry any further obligations, apart from the annual leave and performance incentives which contributions made. are expected to occur within twelve months after the end of the period in which the employee Defined benefit plans renders the related services. Contributions to a Provident Fund are made The cost of compensated absences is accounted as to Trusts administered by the Group/Regional under: Provident Fund Commissioners and are charged to the Consolidated Statement of Profit and Loss (a) In case of accumulating compensated as incurred. The Group is liable for the contribution absences, when employees render service and any shortfall in interest between the amount that increase their entitlement of future of interest realised by the investments and the compensated absences; and interest payable to members at the rate declared (b) In case of non - accumulating compensated by the Government of India in respect of the Trust absence, when the absences occur. administered by the Group companies. (iii) Other long-term employee benefits For defined benefit schemes in the form of gratuity fund, post-retirement medical benefits, pension Compensated absences which are not expected to liabilities (including directors) and family benefit occur within twelve months after the end of the scheme, the cost of providing benefits is actuarially period in which the employee renders the related determined using the projected unit credit services are recognised as a liability. The cost of method, with actuarial valuations being carried out providing benefits is actuarially determined using at each Balance Sheet date. the projected unit credit method, with actuarial valuations being carried out at each Balance The retirement benefit obligation recognised in Sheet date. Long Service Awards are recognised the Consolidated Balance Sheet represents the as a liability at the present value of the obligation present value of the defined benefit obligation as at the Balance Sheet date. All gains/losses due to reduced by the fair value of scheme assets. actuarial valuations are immediately recognised in The present value of the said obligation is the Consolidated Statement of profit and loss. determined by discounting the estimated future 2.20.2 In respect of overseas subsidiaries, the liabilities cash outflows, using market yields of government for employee benefits are determined and bonds of equivalent term and currency to the accounted as per the regulations and principles liability. followed in the respective countries The interest income / (expense) are calculated (i) Defined contribution schemes by applying the discount rate to the net defined benefit liability or asset. The net interest income The USA subsidiaries sponsors defined / (expense) on the net defined benefit liability is contribution retirement savings plans. Participation recognised in the Consolidated Statement of Profit in one of these plans is available to substantially and loss. all represented and non-represented employees. These subsidiaries match employee contributions Remeasurements, comprising of actuarial gains up to certain predefined limits for non-represented and losses, the effect of the asset ceiling (if any), employees based upon eligible compensation and are recognised immediately in the Consolidated
208 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 209 Consolidated Financial Statements General and specific borrowing costs attributable costs to borrowing and specific General and constructionacquisition is of qualifying assets the asset date the of the assets upto the cost added to Capitalisation of borrowing use. its intended for is ready Consolidated the to and charged costs is suspended during extended periods and Loss Profit of Statement activitywhen active development on the qualifying costs are borrowing All other assets is interrupted. of Profit Statement in the Consolidated recognised incurred. in the period they are in which and Loss that the Group assurance is reasonable when there them and attached to will comply with the conditions Government be received. and subsidies will the grants whose primarygrants is that the Group condition construct or otherwiseshould purchase, non- acquire revenue as deferred recognised assets are current Balance Sheet and transferred in the Consolidated on and Loss of Profit Statement Consolidated the to of the useful lives and rational basis over systematic asset. the related which and for is available financial information separate regularly evaluated are amounts operating profit/loss Officer and Chief Executive by the Managing Director chief operating decision maker) in (who is the Group’s and in assessing resources allocate deciding how to performance. reporting in conformity with the accounting are segment revenue, Segment policies of the Group. liabilities segment assets and segment expenses, basis of their on the segments been identified to have the operating activities to of the segment. relationship on the basis of is accounted Inter revenue segment transactions primarily which are determined based on assets expenses, market Revenue, / fair value factors. as a whole the Group to and liabilities which relate on a reasonable segments not allocable to and are revenue ‘unallocated been included under basis have / expenses / assets / liabilities’. is based on payable The tax currently tax. deferred from differs profit Taxable the year. for taxable profit and as reported of profit in the statement net profit of income or expense items loss because it excludes taxable or deductible and that are in other years taxable or never it further that are items excludes tax is current liability for The Group’s deductible. been that have and tax laws using tax rates calculated 2.24 Government grants Government 2.24 recognised and subsidies are Government grants reporting Segment 2.25 which for the segments are The operating segments segment for The accounting policies adopted tax Income 2.26 comprises and the year current expense for Tax the employee’s contribution rate. Contributions are Contributions are contribution rate. the employee’s as they fall due. as expense charged contributions during payable the period under the to charged defined contribution are schemes and Loss. of Profit Statement Consolidated pension account for to methods and assumptions Pension plans. benefit and other post retirement obligations are benefit and post retirement actuarially of the using best estimates calculated liability, estimated discount the future used to rate and on plan assets, of return the long-term rate employee the to assumptions related several health (compensation increases, workforce expected service rates, cost trend period, care age and mortality). and post retirement Pension expense includes the actuarially benefit retirement cost of benefits earnedcomputed during the servicecurrent Actuarial period. gains and losses in the period in OCI they in which recognised are occur. benefits is actuarially determined using the method and discounted unit credit projected on a high quality of return rate at the current corporate term bond of equivalent and currency to with actuarial valuations being carriedthe liability, Actuarial gains and out at each Balance Sheet date. in OCI in the period in which recognised losses are they occur. plan amendments or from obligation resulting in the immediately curtailments recognised are as past and Loss Profit Statement Consolidated service cost. (ii) plans Defined benefit of the offer can no longer withdraw when the Group cost recognises those benefits and when the Group restructuring. for Voluntary Retirement under a retirement for opted the to Scheme including ex-gratia is charged in the year and Loss of Profit Statement Consolidated of separation. in connection the arrangement with of borrowings. the the UK and Kenyan subsidiaries, For actuarialUSA subsidiaries The use standard pension the cost of providing UK subsidiaries, For benefits Termination 2.21 of the defined benefit value Changes in the present expensed at the earlier of benefits are Termination 2.22 compensation separation Employee costs who have employees to paid / payable Compensation Borrowing 2.23 and ancillary interest costs are costs incurred Borrowing enacted or substantively enacted by the end of the tax liability. MAT asset is recognised as deferred tax reporting period. assets in the Balance Sheet when the asset can be measured reliably, and it is probable that the future Current tax assets and current tax liabilities are offset economic benefit associated with the asset will be when there is a legally enforceable right to set off realised. the recognised amounts and there is an intention to realise the asset or to settle the liability on a net basis. 2.27 Provisions and contingencies Deferred tax is the tax expected to be payable or A provision is recognised when the Group has a recoverable on differences between the carrying present obligation as a result of past events and it is values of assets and liabilities in the financial probable that an outflow of resources will be required statements and the corresponding tax bases used in to settle the obligation, in respect of which a reliable the computation of taxable profit and is accounted estimate of the amount can be made. Provisions are for using the balance sheet liability method. Deferred determined based on best estimate required to settle tax liabilities are generally recognised for all taxable the obligation at the Balance Sheet date. When a temporary differences arising between the tax base provision is measured using the cash flows estimated of assets and liabilities and their carrying amount, to settle the present obligation, its carrying amount is except when the deferred income tax arises from the the present value of those cash flows (when the effect initial recognition of an asset or liability in a transaction of the time value of the money is material). The increase that is not a business combination and affects neither in the provisions due to passage of time is recognised accounting nor taxable profit or loss at the time of the as interest expense. Provisions are reviewed as at each transaction. In contrast, deferred tax assets are only reporting date and adjusted to reflect the current recognised to the extent that it is probable that future estimate. taxable profits will be available against which the Contingent liabilities are disclosed when there is temporary differences can be utilised. a possible obligation arising from past events, the The carrying value of deferred tax assets is reviewed existence of which will be confirmed only by the at the end of each reporting period and reduced to occurrence or non-occurrence of one or more the extent that it is no longer probable that sufficient uncertain future events not wholly within the control taxable profits will be available to allow all or part of of the Group or a present obligation that arises from the asset to be recovered. past events where it is either not probable that an outflow of resources will be required to settle or a Deferred tax is calculated at the tax rates that are reliable estimate of the amount cannot be made. expected to apply in the period when the liability is settled or the asset is realised based on the tax rates Contingent assets are not disclosed in the financial and tax laws that have been enacted or substantially statements unless an inflow of economic benefits is enacted by the end of the reporting period. The probable. measurement of deferred tax liabilities and assets 2.28 Dividend reflects the tax consequences that would follow from the manner in which the Group expects, at the end Final dividend on shares are recorded as a liability, on of the reporting period, to cover or settle the carrying the date of approval by the shareholders and interim value of its assets and liabilities. dividends are recorded as a liability on the date of declaration by the Company’s Board of Directors. Deferred tax assets and liabilities are offset to the extent that they relate to taxes levied by the same tax 3. Recent accounting pronouncements authority and there are legally enforceable rights to set off current tax assets and current tax liabilities within Appendix B to Ind AS 21, Foreign currency transactions that jurisdiction. and advance consideration: Current and deferred tax are recognised as an expense On 28 March, 2018, Ministry of Corporate Affairs (‘MCA’) or income in the statement of profit and loss, except has notified the Companies (Indian Accounting Standards) when they relate to items credited or debited either in Amendment Rules, 2018 containing Appendix B to Ind AS other comprehensive income or directly in equity, in 21, Foreign currency transactions and advance consideration which case the tax is also recognised in OCI or directly which clarifies the date of the transaction for the purpose of in equity. determining the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has Deferred tax assets include a credit for the Minimum received or paid advance consideration in a foreign currency. Alternate Tax (‘MAT’) paid in accordance with the tax laws, which is likely to give future economic benefits in The amendment will come into force from 1 April, 2018. The the form of availability of set off against future income Group is evaluating the requirements of the amendment and its effect on the Consolidated Financial Statements.
210 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 211 Consolidated Financial Statements standard will be applied retrospectively to each prior each to be applied retrospectively will standard with Indreportingaccordance in AS period presented Estimates Accounting Changes in Policies, 8- Accounting and Errors initial application of at the date recognised the standard - up approach) catch (Cumulative the approach - Under this approach Retrospective applying of initially effect with cumulative Retrospectively ʀ ʀ beginning on or after 1 April, 2018. The Group is evaluating is The Group 2018. on or after 1 April, beginning on the and it`s effect of the amendment the requirements Statements. Financial Consolidated permits two The standard methods of transition: possible adoption of Indfor AS 115 is financial periods date The effective has notified the Ind AS 115, Revenue from contracts the Indhas notified with from Revenue AS 115, is that an principle new standard of the The core customers. of depict to the transfer revenue entity should recognise or services goods promised that in an amount customers to which the entity to reflects the consideration expects be to or services. those goods the for Further entitled in exchange about the nature, disclosures enhanced requires new standard uncertaintyamount, timing and and cash flows of revenue contracts with customers. the entity’s arising from with customers: contracts from Ind AS 115- Revenue 2018, Ministry On 28 March, Affairs (‘MCA’) of Corporate .68) in crore Total
` Quarries# Mines and Lines, Lines, Railway Railway Wagons Traction Traction Sidings and Water Water works, works, and Pans Reservoirs Vehicles Salt works, Furniture Furniture and Office and Fittings and Fittings Equipments Plant and Machinery Other Buildings* 1.83 crore) for which legal formalities relating to transfer of title are pending. of title are transfer to relating which legal formalities for 1.83 crore) ` Factory Factory Buildings land Leasehold Leasehold 3.18 crore (2017: 3.18 crore ` Land Depreciation for the year for Depreciation ImpairmentDisposals Transferred to Investment property 24 & 34) Discontinued operations (note to Transferred fluctuationsExchange 2018 31 March, as at Balance 2017 31 March, Net Block as at - 2018 31 March, Net Block as at - (21.11) - - 0.17 (0.52) 40.83 (96.65) 259.47 - - - 273.86 15.16 8.58 - 1.56 - 528.26 (3.24) 7.29 117.10 348.31 - - (0.75) 536.52 175.61 (0.08) - 15.10 2,637.77 25.31 161.26 (0.37) (1.92) 19.75 2,747.69 2.92 933.90 0.44 70.54 - (0.09) 5.87 19.34 0.03 65.77 47.06 55.61 - (2.78) (8.07) 17.58 2.69 10.62 21.05 23.67 23.88 1.01 13.47 (1.59) 15.45 - 2.15 (124.38) - 0.19 0.06 144.10 12.05 (2.54) 3,886.75 8.78 4.06 141.29 0.05 3,987.19 432.41 12.18 - 1,178.53 - - 0.09 1.72 - 0.04 - - 0.09 - 65.39 27.08 - (13.41) - (1.92) Exchange fluctuationsExchange 2017 31 March, as at Balance / adjustmentsAdditions Disposals Transferred to Investment property 24 & 34) Discontinued operations (note to Transfer fluctuationsExchange 2018 31 March, as at Balance Depreciation Accumulated 2016Balance as at 1 April, 259.47 - the year for Depreciation (19.94) 17.30 Disposals 607.99 24 & 34) Discontinued operations (note to Transferred (1.13) - fluctuationsExchange 194.40 (38.27) - - 2017 31 March, as at Balance 3,257.35 (25.02) 273.86 (1.03) - 110.03 - - (149.48) (0.28) 15.52 8.85 26.60 68.42 (139.85) 653.62 - - - 31.74 (5.12) 186.57 17.14 - (8.45) (5.89) (23.15) 3,681.59 (1.78) - (0.15) 479.67 23.10 17.73 (2.25) - (0.57) (2.54) 152.13 121.38 2.45 4,680.11 0.06 28.20 - 17.92 (0.85) 0.24 (46.70) 44.43 - (0.12) - 107.68 44.29 4.42 (13.63) 37.35 - 11.91 2.14 (4.73) (2.74) (0.25) - 10.08 79.73 20.83 351.33 5.52 - 1.03 (2.48) - (3.30) (0.55) 153.47 357.80 5,165.72 - 18.79 (191.11) - (198.78) (2.77) 0.10 (2.89) 21.20 2.36 (0.21) 619.58 - 22.37 (0.07) 2.42 0.09 (0.59) 0.57 - - 39.49 5.38 596.02 (22.82) (20.03) (0.18) 6.76 - 0.10 7.26 4.05 (0.28) - 10.69 0.77 (1.06) 5.61 - 143.08 (0.15) - 2.42 (58.05) (0.39) - 4.08 7.65 (30.43) (0.12) 450.19 4.18 8.03 450.81 - - 793.36 (0.13) (24.28) (0.07) (0.23) (26.69) - (22.90) Transferred to Discontinued operations (note 24 & 34) Discontinued operations (note to Transferred (0.75) - (47.86) (93.42) (431.59) (10.18) (0.43) - (2.45) - (586 Particulars Block Gross 2016Balance as at 1 April, / adjustmentsAdditions Disposals Freehold 275.73 23.66 4.43 650.25 283.68 - 3,264.39 31.22 102.42 - 5.05 (6.36) 16.74 589.47 (0.60) 25.74 21.26 (0.63) 23.78 11.27 (25.07) 155.43 4,821.82 6.17 (1.69) (0.41) 2.13 (0.05) - 671.00 (0.11) - (34.92) # Pertaining to assets situated in mines and quarries. assets situated # Pertaining to * Other buildings includes cost of residential flats aggregating * Other flats aggregating buildings includes cost of residential 3URSHUW\SODQWDQGHTXLSPHQW
212 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements y nd sed 213 to the to in crore he same e located e located ` rties have ally traded r properties - - - 0.08 - 0.08 0.08 0.08 0.08 0.08 Land Building Total (0.07) - (0.07) Consolidated Financial Statements 5.66 crore) pertain a domestic subsidiary 5.66 crore) to fair been and have ` 5.58 crore (2017: (2017: 5.58 crore ` Nil). ` 48.48 crore). The Group is in the process of assessment of fair value of the investment property of fair value of the investment of assessment with a net is in the process The Group 48.48 crore). ` 22.36 crore (2017: 22.36 crore ` 48.95 crore (2017: 48.95 crore ` valued at book value of professional qualification and relevant experience in the location and category and relevant qualification of the propertyprofessional being valued. sale in t for property similar properties actuallyto offered investment been sold in arms-length that have or are distance from valuation techniques used. valuation techniques propert a comparison of the investment involves The direct comparison approach been derived using the Direct Comparison Method. simila accept) for (and sellers willing to pay historically been willing to have what buyers demonstrates This approach region. market,in an open and competitive and is particularly useful in estimating the value of the land and properties typic that are the comparable instances ar that Given price. estimation of the prevailing a reasonable leads to This approach on a unit basis. in close proximity to the investment property; the investment to advantages a in close proximity their locational comparative been assessed for these instances have disadvantages while arriving at the indicative price assessment for investment property. property. investment disadvantages while arriving price assessment for at the indicative property of investment fair valuation to relating Disclosures Accumulated depreciation Accumulated 2016 Balance as at 1 April, 2017 31 March, Net Block as at 2018 31 March, Net Block as at 2.45 3.58 3.21 24.36 5.66 27.94 Particulars Block Gross 2016at 1 April, Balance as Disposals 2017 31 March, at as Balance plant and equipmentproperty, from Transferred 2018 31 March, at as Balance the year for Depreciation 2017 31 March, as at Balance the year for Depreciation plant and equipment property, from Transferred 2018 31 March, as at Balance 1.13 2.52 23.15 2.45 24.28 3.37 3.58 3.37 5.89 26.52 5.82 - 30.10 - 1.92 0.16 1.92 - 0.16 2.16 2.16 ΖQYHVWPHQWSURSHUW\ property Investment carrying a net book value of a) Footnotes: property The fair value of investment has been determined by external recogni independent property appropriate having valuers, Fair Value Hierarchy Value Fair property all of the investment 3 fair value based on the inputs has been categoried as a level for The fair value measurement prope The fair value of the investment property obtains independent valuations of its investment end. as at the year The Group used: Technique Valuation Description of b) properties. income on the above material rental has not earned any The Group 6. Goodwill on consolidation ` in crore Particulars As at As at 31 March, 2018 31 March,2017 Carrying value as at 1 April 1,698.41 1,761.93 Exchange fluctuations 33.44 (63.52) Carrying value as at 31 March 1,731.85 1,698.41 Goodwill of ` 1,363.89 crore (2017: ` 1,357.09 crore) and ` 216.03 crore (2017: ` 189.39 crore) relates to the CGUs - Tata Chemicals North America Inc. and it’s subsidiaries (‘TCNA Group’) and Cheshire Salt Holdings Limited Group and it’s subsidiaries (‘CSHL Group’) respectively. The estimated value in use of the CGUs are based on future cash flows assuming an annual growth rate 2% to 3% for the period subsequent to the forecast period of 5 years and discount rates in the range of 6% to 8%, which consider the operating and macro-economic environment in which the entities operate. An analysis of the sensitivity of the change in key parameters (operating margin, discount rates and long term average growth rate), based on reasonably probable assumptions, did not result in any probable scenario in which the recoverable amount of the CGUs would decrease below the carrying amount. Goodwill of ` 151.93 crore (2017: ` 151.93 crore) has been allocated to three CGUs (Individually immaterial) within the Agri Business Segments, and evaluated based on their recoverable amounts which exceeds their carrying amounts.
7. Intangible assets ` in crore Particulars Computer Technical Product registration, Mining Total Software knowhow contractual rights and rights others* Gross Block Balance as at 1 April, 2016 14.13 6.84 20.52 7,376.97 7,418.46 Additions 3.36 4.53 1.41 3.81 13.11 Disposals (0.21) - - - (0.21) Transferred to Discontinued operations (note 24 & 34) (1.18) - - - (1.18) Exchange fluctuations (0.19) - - (176.22) (176.41) Balance as at 31 March, 2017 15.91 11.37 21.93 7,204.56 7,253.77 Additions 3.15 3.99 0.26 32.09 39.49 Disposals (1.61) - - (0.24) (1.85) Transferred to Discontinued operations (note 24 & 34) (0.04) - - - (0.04) Exchange fluctuations 0.06 - - 53.66 53.72 Balance as at 31 March, 2018 17.47 15.36 22.19 7,290.07 7,345.09
Accumulated amortisation Balance as at 1 April, 2016 6.76 3.45 5.67 89.36 105.24 Amortisation for the year 2.43 2.84 5.64 90.64 101.55 Transferred to Discontinued operations (note 24 & 34) (0.99) - - - (0.99) Exchange fluctuations (0.15) - - (5.09) (5.24) Balance as at 31 March, 2017 8.05 6.29 11.31 174.91 200.56 Amortisation for the year 2.27 3.49 4.48 87.86 98.10 Impairment 0.01 - - - 0.01 Disposals (0.04) - - - (0.04) Transferred to Discontinued operations (note 24 & 34) (0.02) - - - (0.02) Exchange fluctuations 0.04 - - 6.72 6.76 Balance as at 31 March, 2018 10.31 9.78 15.79 269.49 305.37
Net Block as at 31 March, 2017 7.86 5.08 10.62 7,029.65 7,053.21 Net Block as at 31 March, 2018 7.16 5.58 6.40 7,020.58 7,039.72 * Others include rights to use the wagon provided by the Ministry of Railways to carry goods at concessional freight.
214 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 215 As at As at in crore in crore ` ` Year ended ended Year Percentage of Percentage 31 March, 2017 31 March, 31 March, 2017 31 March, and 2017. The joint and 2017. ownership Interest ownership - - - - 2.53 2.22 2.23 2.87 As at As at (1.23) (3.25) 49.23 15.62 351.42 293.24 352.72 292.21 352.72 292.21 31 March, 2018 31 March, 31 March, 2018 31 March, Consolidated Financial Statements C A to F A to Incorporation Adjusted against provision made earlier for onerous contract onerous made earlier for against provision Adjusted the year for Dividend received fluctuationsExchange Closing carrying 31 March as at value D - E (9.46) F (9.82) 19.19 (20.33) (18.31) Summary of movement of investment in joint ventures in joint of investment Summary of movement Opening carrying value as at 1 AprilAdd/(Less): Investment Additional ventures of joint of profit Share Add: the year for of profit share Group’s elimination on stock Margin ended Year A 292.21 B 311.55 47.00 1.91 12.75 13.14 Natronx Technologies LLC* Technologies Natronx Ltd.* JOil (S) Pte. Ltd. The Block Salt Company elimination on stock Margin Total Indo Maroc Phosphore S.A. Indo Phosphore Maroc Particulars Indo Maroc Phosphore S.A. (‘IMACID’)Indo Phosphore Maroc LLC Technologies Natronx (‘JOil’) Ltd. JOil (S) Pte. Ltd.The Block Salt Company Morocco of America States United Kingdom United Singapore 33.30% 33.33% 50.00% 33.78% Particulars of Country Carrying amount of investment in joint ventures Carrying of investment amount The Group had no contingent liabilities or capital commitments relating to its interest in joint ventures as at 31 March, 2018 as at 31 March, in joint ventures its interest to commitments relating had no contingent liabilities or capital The Group 2018 and 2017. or capital commitments as at 31 March, no other contingent liabilities have ventures Following are details of investments in Joint ventures: in Joint of investments details are Following The Group’s interest in joint ventures are accounted for using the equity method in the consolidated financial statements. equity using the statements. financial the consolidated method in for accounted are in joint ventures interest The Group’s 8. (a) Investments in joint ventures in joint Investments 8. (a) *The Group has impaired 100% investment during the year ended 31 March, 2015. during ended 31 March, the year 100% investment has impaired *The Group 8. (b) Other Investments Particulars As at 31 March, 2018 As at 31 March, 2017 Holdings Amount Holdings Amount No of shares ` in crore No of shares ` in crore Investments in equity instruments (fair value through other comprehensive income) (i) Quoted Crystal Peak Minerals Inc. (footnote '1') 2,90,55,612 25.45 2,90,55,612 25.30 The Indian Hotels Co. Ltd. 1,06,89,348 138.32 89,07,790 113.04 Oriental Hotels Ltd. 25,23,000 10.53 25,23,000 8.96 Tata Investment Corporation Ltd. 4,75,840 35.01 4,75,840 30.27 Tata Steel Ltd. 28,90,693 165.07 24,91,977 120.29 Tata Steel Ltd. (Partly Paid) 1,99,358 2.80 - - Tata Motors Ltd. 19,66,294 64.27 19,66,294 91.60 Tata Global Beverages Ltd. - - 4,31,75,140 650.00 Titan Company Ltd. 1,38,26,180 1,302.84 1,38,26,180 639.82 Spartek Ceramics India Ltd. 7,226 - 7,226 - Nagarjuna Finance Ltd. 400 - 400 - Pharmaceuticals Products of India Limited 10,000 - 10,000 - Balasore Alloys Ltd. 504 * 504 * J. K. Cement Ltd. 44 * 44 * Total quoted investment (i) 1,744.29 1,679.28 (ii) Unquoted The Associated Building Co. Ltd. 550 0.02 550 0.02 Taj Air Ltd. 40,00,000 - 40,00,000 - Tata Industries Ltd. 98,61,303 170.19 98,61,303 170.19 Tata Capital Ltd. 32,30,859 16.15 32,30,859 10.79 Tata International Ltd. 48,000 137.76 48,000 124.80 Tata Projects Ltd. 1,93,500 264.48 1,93,500 210.24 Tata Services Ltd. 1,260 0.13 1,260 0.13 Tata Sons Ltd. 10,237 56.86 10,237 56.86 Tata Teleservices Ltd. (footnote '2') 12,85,110 - 12,85,110 1.51 IFCI Venture Capital Funds Ltd. 2,50,000 0.67 2,50,000 0.67 Kowa Spinning Ltd. 60,000 * 60,000 * Global Innovation And Technology Alliance (GITA) 15,000 1.50 15,000 1.50 Water Quality India Association 7,100 0.01 7,100 0.01 Gk Chemicals And Fertilizers Limited 1,24,002 - 1,24,002 - Biotech Consortium India Ltd. 50,000 0.05 50,000 0.05 Indian Potash Ltd. 54,000 0.01 54,000 0.01 Bharuch Enviro Infrastructure Ltd. 36,750 0.04 36,750 0.04 Narmada Clean Tech Ltd. 3,00,364 0.30 3,00,364 0.30 Cuddalore SIPCOT Industries Common Utilities Ltd. 113 * 113 * Patancheru Enviro-Tech Ltd. 10,822 0.01 10,822 0.01 Advinus Therapeutics Ltd. - - 1,82,86,000 18.29 Amba Trading & Manufacturing Company Private Ltd. 1,30,000 * 1,30,000 * Associated Inds. (Assam) Ltd. 30,000 * 30,000 * Uniscans & Sonics Ltd. 96 * 96 * Impetis Biosciences Ltd 5,68,414 3.38 - - Caps Rallis (Private) Ltd. 21,00,000 - 21,00,000 - Total unquoted investment (ii) 651.56 595.42 Total investments (i+ii) 2,395.85 2,274.70 Aggregate amount of quoted investments (i) 1,744.29 1,679.28 Aggregate market value of quoted investments (i) 1,744.29 1,679.28 Aggregate carrying value of unquoted investments (ii) 651.56 595.42 Aggregate amount of impairment in value of Investments 1.51 - Footnotes: 1 During the year ended 31 March, 2017, there had been a dilution in the Group’s stake in Crystal Peak Minerals Inc. consequent to which the Group ceased to have significant influence. As a result, the Group has discontinued following the equity method of accounting in respect of this investment and has accounted this as investment in equity instruments at FVTOCI. 2 Shares can be transferred only with the prior approval of the Board of Directors of Tata Teleservices Ltd. * value below ` 50,000/-
216 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements *). ` 217 As at As at As at As at in crore in crore in crore ` ` ` *(2017 : ` 31 March, 2017 31 March, 31 March, 2017 31 March, 31 March, 2017 31 March, 0.85 4.56 0.26 5.01 5.17 6.65 8.30 6.91 1.12 1.12 As at 9.68 8.01 1.63 1.79 As at 17.60 45.88 3.21 79.70 25.04 50.06 23.01 8.48 As at As at 147.12 81.94 91.81 220.52 31 March, 2018 31 March, 31 March, 2018 31 March, 31 March, 2018 31 March, Consolidated Financial Statements *) due from officer of the Group. Maximum is balance outstanding during the year officer of the Group. *) due from ` Nil (2017: ` 50,000 ` (Unsecured, considered good) considered (Unsecured, (Unsecured, considered good) considered (Unsecured, Loans to employees includes employees to Loans Loans to employees (footnote 'i') (footnote employees to Loans Security Deposit 0.51 0.67 Loans to employees (footnote 'i')(footnote employees to Loans Security Deposit 1.38 1.10 * value below * value below Particulars Investment in mutual funds - unquoted Investment investments current Total 91.81 220.52 Particulars Non-current (a) deposits Fixed (b) Deposit with others (c) Derivatives 40) (note Current (a) party - Related Claim receivable 43) (note (b) 40) Derivatives (note (c) income Accrued (d) party - Related recoverable Advance (e) Others 0.13 16.24 0.19 - Current Current Particulars Non-current Footnote: (i) F &XUUHQWLQYHVWPHQWV )973/ 2WKHUȴQDQFLDODVVHWV /RDQV 11. Other assets ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 Non-current (a) Capital advances 32.12 23.63 (b) Claim receivable 6.65 5.30 (c) Deposit with public bodies and others 37.73 40.65 (d) Prepaid expenses 26.03 27.53 (e) Net defined benefit assets (note 38) 56.94 36.92 (f) Others 10.43 14.89 169.89 148.92 Current (a) Prepaid expenses 79.61 118.33 (b) Advance to suppliers 56.24 108.46 (c) Statutory receivables 230.51 111.75 (d) Others 46.60 34.77 412.96 373.31 12. Inventories ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 (a) Raw materials (footnote 'i') 495.06 452.60 (b) Work-in-progress 102.54 112.95 (c) Finished goods 499.81 423.20 (d) Stock-in-trade (footnote 'i') 129.30 160.62 (e) Stores, spare parts and packing materials (footnote 'i') 235.56 236.74 1,462.27 1,386.11 Footnotes: (i) Inventories include goods in transit. (ii) The cost of inventories recognised as an expense in the form of raw material consumption, change in inventory, stores consumption, trading purchases, packing material consumption, power and fuel consumption during the year in respect of the continuing operations was ` 3,633.10 crore (2017: ` 3,819.41 crore). (iii) The cost of inventories recognised as an expense includes ` 16.07 crore (2017: ` 44.81 crore) in respect of write-down of inventories to net realisable value, and has been reduced by ` 7.26 crore (2017: ` 6.36 crore) in respect of reversal of such write-down. Reversal of previous write-downs have been largely as a result of increased selling prices of certain products. (iv) Inventories have been offered as security against the working capital facilities provided by the bank.
218 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 219 As at As at in crore in crore in crore ` ` ` mer’s credit credit mer’s Year ended Year 31 March, 2017 31 March, 31 March, 2017 31 March, 31 March, 2017 31 March, 0.25 (0.09) 3.70 0.13 37.51 0.24 As at As at 11.43 77.91 94.33 34.34 67.76 61.08 (7.09) (79.32) 34.34 61.08 519.81 197.22 235.61 232.60 537.11 213.39 1,307.86 2,092.18 Year ended Year 31 March, 2018 31 March, 31 March, 2018 31 March, 31 March, 2018 31 March, Consolidated Financial Statements 870.98 crore) on account of subsidy receivable from the Government. Subsidy receivable that Subsidy receivable the Government. from receivable on account of subsidy 870.98 crore) ` Nil (2017: ` balance sheet date) and financing activities. non cash investing any into has not entered The Group
relates to Phosphatic Fertiliser business and Trading business are reflected in note 34. in note reflected business are Trading business and Fertiliser Phosphatic to relates quality; periodically by Management. reviewed are limits scoring customers attributed to credit Particulars Balance at the beginning of the year of the year Balance at the beginning pertaining doubtful debts Allowance for discontinued operations to during the year Provision during the year Reversal fluctuation Exchange the end of the year at Balance (iv) as security against the working the bank. been offered by have capital facilities provided receivables Trade (31.33) (0.05) 61.08 62.63 Particulars (a)(b) Balance with banks (c) Cheques on hand (d) on hand Cash Flow of Cash as per Statement and cash equivalents Cash Deposit maturity accounts (with original less than 3 months)Other bank balances: (a)(b) Earmarked balances with banks maturity with original the Deposit accounts (other than (d) above, less than 12 months from Footnote: (i) Non cash transactions 3,706.49 3,945.93 1,181.10 1,451.45 17.30 16.17 Particulars Current (a) good considered Secured (b) good considered Unsecured (c) Doubtful (d) doubtful debts for Allowance 1,213.53 (34.34) 2,024.42 (61.08) 13. Trade receivables 13. Trade 14. Cash and cash equivalents (i) include receivables Trade Footnotes: (ii) custo the potential which ensure procedures of control levels has appropriate the Group new customer, accepting any Before (iii) doubtful debts for in allowance Movement (TXLW\VKDUHFDSLWDO
Particulars As at 31 March, 2018 As at 31 March, 2017 No. of Shares ` in crore No. of Shares ` in crore (a) Authorised: Ordinary shares of ` 10 each 27,00,00,000 270.00 27,00,00,000 270.00 (b) Issued : Ordinary shares of ` 10 each 25,48,42,598 254.84 25,48,42,598 254.84 (c) Subscribed and fully paid up: Ordinary shares of ` 10 each 25,47,56,278 254.76 25,47,56,278 254.76 (d) Forfeited shares: Amount originally paid-up on forfeited shares 86,320 0.06 86,320 0.06 254.82 254.82
Footnotes:
(i) The movement in number of shares and amount outstanding at the beginning and at the year end
Particulars Year ended 31 March, 2018 Year ended 31 March, 2017 No. of Shares ` in crore No. of Shares ` in crore Issued share capital: Ordinary shares : Balance as at 1 April 25,48,42,598 254.84 25,48,42,598 254.84 Balance as at 31 March 25,48,42,598 254.84 25,48,42,598 254.84 Subscribed and paid up: Ordinary shares : Balance as at 1 April 25,47,56,278 254.76 25,47,56,278 254.76 Balance as at 31 March 25,47,56,278 254.76 25,47,56,278 254.76
(ii) Terms/ rights attached to equity shares
The Company has issued one class of ordinary shares at par value of ` 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in the case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential accounts, in proportion to their shareholding.
(iii) Details of shares held by each shareholder holding more than 5% shares.
Particulars As at 31 March, 2018 As at 31 March, 2017 Ordinary shares with voting rights No. of shares % No. of shares % (i) Tata Sons Ltd. 5,97,86,423 23.47 4,93,06,423 19.35 (ii) ICICI Prudential Mutual Fund 1,54,19,534 6.05 1,80,53,193 7.09 (iii) Tata Investment Corporation Ltd. 1,52,00,001 5.97 1,52,00,001 5.97 (iv) HDFC Trustee Company Limited 1,38,30,156 5.43 * * * Not holding more than 5% shares
220 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 221 As at in crore in crore ` ` Year ended ended Year 31 March, 2017 31 March, 31 March, 2017 31 March, 0.10 0.10 As at (42.12) 56.30 1,282.47 4,626.08 1,282.47 1,509.39 10,846.89 7,653.42 Year ended ended Year 31 March, 2018 31 March, 31 March, 2018 31 March, Consolidated Financial Statements Balance at the beginning of the yearBalance at the beginning 240.00 240.00 Balance at the beginning of the yearBalance at the beginning 1,258.89 1,258.89 Footnote: arising from differences currency all exchange translation reserve represents The Foreign operations. of foreign translation of financial statements Balance at the end of the year at Balance 1,457.46 1,499.58 Balance at the beginning of the yearBalance at the beginning the end of the year at Balance Footnote: earnings based on the out of retained amounts appropriated The general reserve represents of the Act prior its amendment. to provisions of the yearBalance at the beginning Changes during the year 1,282.47 1,282.47 1,282.47 1,282.47 1,499.58 1,443.28 Balance at the end of the year at Balance the end of the year at Balance Footnote: reserve which is redemption out of the profits a debenture create to is required The Group of debentures. the purpose of redemption for available 0.10 240.00 0.10 240.00 Balance at the end of the year at Balance Footnote: reserveThe is on issue of shares. the premium reserveSecurities record premium is used to of the 2013 Act. with the provisions utilisation in accordance for eligible of the yearBalance at the beginning 1,258.89 1,258.89 0.10 0.10 Balance at the end of the year at Balance 20.73 20.73 Balance at the beginning of the yearBalance at the beginning 20.73 20.73 Total other equity Total Particulars 16.4 reserve redemption Debenture 16.2 reserve Securities premium Particulars 12 reserve Capital and other reserves amalgamation from 3 Securities reserve premium 4 reserve redemption Capital 5 reserve redemption Debenture 6 General reserve 7 currency reserve translation Foreign 8 Retained earnings 9 income other comprehensive Equity through instruments portion Effective hedges of cash flow 20.73 20.73 1,941.85 1,836.66 1,258.89 1,457.46 240.00 1,258.89 19.31 1,499.58 240.00 5.60 16.6 reserve currency translation Foreign 16.5 reserve General 16.3 reserve redemption Capital 16.1 amalgamation from and other reserves reserve Capital 2WKHUHTXLW\ The movement in other equity movement The ` in crore Particulars Year ended Year ended 31 March, 2018 31 March, 2017 16.7 Retained earnings Balance at the beginning of the year 1,509.39 996.00 Profit for the year 2,433.08 993.11 Remeasurement of defined employee benefit plans (net of tax) 116.94 (165.24) Dividends including tax on dividend (337.31) (306.62) Acquisition of non-controlling interests - (7.86) Transfer from Equity instruments through other comprehensive income 903.98 - Balance at the end of the year(note 'ii') 4,626.08 1,509.39 Footnotes: (i) The amount that can be distributed by the holding company as dividends to its equity shareholders is determined based on the separate financial statements of the holding company and also considering the requirements of the Companies Act, 2013. Thus, the amounts reported above are not distributable in entirety. The Board of Directors has recommended a dividend of 110 % (2017: 110 %) for the financial year 2017-18 and a special dividend of 110% to reflect the disposal of the Fertiliser Business, aggregating to ` 22 per share (2017: ` 11 per share). This equity dividend is subject to approval by shareholders of the Company at the Annual General Meeting and has not been included in liability in these consolidated financial statements. (ii) Includes balance of remeasurement of net defined benefit plans loss of ` 785.18 crore (2017: ` 906.20 crore). 16.8 Equity instruments through other comprehensive income Balance at the beginning of the year 1,836.66 1,425.98 Changes in fair value of equity instruments at FVTOCI (net of tax) 1,009.17 410.68 Transfer to Retained earnings (903.98) - Balance at the end of the year 1,941.85 1,836.66 Footnote: This reserve represents the cumulative gains and losses arising on the revaluation of equity instruments measured at fair value through other comprehensive income, net of amounts reclassified to retained earnings when those assets have been disposed off. 16.9 Effective portion of cash flow hedges (note 40(c)) Balance at the beginning of the year 5.60 (67.95) Changes during the year 13.71 73.55 Balance at the end of the year 19.31 5.60 Footnote: The effective portion of cash flow hedges represents the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred.
17. Non-controlling interests (‘NCI’) Subsidiaries that have material non-controlling interests share are listed below: Non-controlling interests share Name Country of incorporation As at As at and operation 31 March, 2018 31 March, 2017 Rallis India Limited (‘Rallis’) India 49.94% 49.94% Zero Waste Agro Organics Limited # India - - Tata Chemicals (Soda Ash) Partners Holdings** United States of America 25.00% 25.00% Tata Chemicals (Soda Ash) Partners ** United States of America 25.00% 25.00% PT Metahelix Lifesciences Indonesia Indonesia 34.23% 34.23% Alcad** United States of America 50.00% 50.00% # During the year ended 31 March, 2017 Rallis has increased stake in Zero Waste Agro Organics Limited from 73.63% to 100%. ** a general partnership formed under the laws of the State of Delaware (USA).
222 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 223 As at in crore in crore ` ` Year ended Year 31 March, 2017 31 March, 31 March, 2017 31 March, - 110.00 5.70 5.80 1.27 - As at 932.00 crore) (£ 80 million 932.00 crore) 19.42 crore (£ 2.40 million) 19.42 crore 269.41 240.99 ` 140.21 721.08 ` 2,623.89 2,598.46 5,466.01 5,394.02 4,409.54 4,361.02 2,717.16 2,623.89 31 March, 2018 31 March, 31 March, 2018 31 March, Consolidated Financial Statements 738.22 crore (2017: 738.22 crore ` 2017: £120 million). Interest is calculated at London Interbank Rate at London Offered (‘LIBOR’) is calculated 2017: £120 million). Interest plus 1.15% per annum (2017: 1.99% per 2017, an amount of ended 31 March, year annum) under the terms of the loan. During the previous maturity current 19 within the heading had been disclosed in note of non-current financial liabilities under other borrowings (current). Less: UnamortisedLess: cost finance 71.99 48.52 Opening as at 1 AprilOpening as Add/(Less): the year for Profit the yearOther for income comprehensive on dividendDividends including tax NCI infusion by Additional by Group of non-controlling interests Acquisition 31 March Closing as at 11.10 (188.51) - (26.33) (178.46) (10.77) Movement of non-controlling interests of non-controlling Movement ended Year Current on demand repayable Loans banks - from Secured (a)(b) 'g') Cash/packing (footnote credits (c) 'h') Working loan (footnote capital demand (d) 'i') (footnote Suppliers' credit banks - from Unsecured 'k') (footnote against subsidy receivable Loan (a)(b) 'j') Working capital demand loan (footnote 'i’) (footnote Suppliers' credit 9.93 0.61 - 15.46 73.54 2.81 85.96 206.37 56.13 300.48 Non-current amortised - at Secured cost (a)(b) 'a') loans - bank (footnote Term (c) 'b') loans - others (footnote Term amortised - at Unsecured cost 37) Obligations under finance leases (note (a)(b) 'c') Non-convertible (footnote debentures (c) 'd') loans - bank (footnote Term (d) 'e') loans - others (footnote Term 'f') Other loans (footnote 18.43 2,752.05 250.00 0.72 2,621.84 19.50 2,438.86 250.00 0.70 0.25 1,511.28 0.42 Particulars Footnotes: (a) (i) Group: (‘TCEHL’) Limited Holdings Chemicals Europe Tata by term loans owed Secured 2018 amounting to in March, was refinanced TCEHL by The senior debt owed 18. Borrowings The senior debt owed by Tata Chemicals Europe Limited comprising a revolving credit facility was refinanced in March, 2018. A maximum of £ 20 million can be drawn down under the facility, of which ` 83.05 crore (2017: ` 161.81 crore) (2018: £ 9 million and 2017: £ 20 million) had been drawn down as at 31 March, 2018. Interest on this facility is payable at LIBOR plus 1.15% per annum (2017: 1.99% per annum). The debt facilities are secured by fixed and floating charges over the assets of the European sub-group. Both the above loans are repayable in full in March 2023. (ii) Secured term loans owed by Cheshire Salt Holdings Limited (‘CSHL’) Group: As part of the senior debt refinancing by the TCEHL group in March 2018, a separate term loan was taken out by CSHL and its subsidiaries, amounting to ` 461.39 crore (2017: ` Nil) (£ 50 million). Interest is calculated at LIBOR plus 1.35% per annum under the terms of the loan. The senior debt owed by CSHL also comprises a revolving credit facility of maximum £5 million, unutilised as at 31 March, 2018. Interest on this facility is payable at LIBOR plus 1.35% per annum. The debt facilities are secured by fixed and floating charges over the assets of the sub-group. Both the above loans are repayable in full by March 2023. (iii) Secured term loans owed by Tata Chemicals North America (‘TCNA’) Group: Secured term loans of TCNA comprise of a USD 315 million term loan (‘Term loan’) and a USD 25 million revolving line of credit (‘Revolver’). The term loans are secured by a first-priority interest in the TCNA’s 75% interest in TCSAPH, the TCNA’s assets, and equity interest in foreign subsidiaries. As at 31 March, 2018, the debt outstanding under this agreement was ` 1,468.39 crore (2017: ` 1,593.81 crore) (2018: USD 225.30 million and 2017: USD 245.77 million). Out of the same the amount repayable within one year ` Nil (2017: ` 67.89 crore), has been disclosed in note 19 within the heading current maturity of long term debt under other financial liabilities (current). The Term loan and Revolver mature on 9 August, 2020 and 9 August, 2018 respectively. The borrowing under this facility bears interest at either LIBOR plus applicable margin or an alternate base rate based upon the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted LIBOR for a one month Interest Period on such day plus 1%. The applicable margin on the Term loan and Revolver is 2.75% per annum on LIBOR borrowings and 1.75% per annum on alternate base rate loans. (iv) Secured term loans owed by Metahelix Life Sciences Limited (‘Metahelix’): Term loan is secured by first and exclusive charge on plant and equipment of Metahelix purchased out of the bank’s term loan. The balance outstanding as at 31 March, 2018 is ` 0.61 crore (2017: ` 1.83 crore) (of which ` 0.61 crore (2017: ` 1.22 crore) has been disclosed in note 19 within the heading current maturity of non-current borrowings under other financial liabilities (current)) which is repayable in balance 6 monthly installments. Rate of interest on this loan is 10.50% per annum. The other term loan is secured by a first charge on entire movable fixed assets and agricultural property funded by the bank. The balance outstanding as at 31 March, 2018 is ` 1.50 crore (2017: ` 2.00 crore) (of which ` 0.50 crore (2017: ` 0.50 crore) has been disclosed in note 19 within the heading current maturity of non-current borrowings under other financial liabilities (current)) repayable in 12 equated quarterly installments of ` 0.13 crore. The rate of interest on this loan is 7.50% per annum. (b) Debt owed by Metahelix: Term loan from Biotechnology Industry Partnership Project is secured by hypothecation of all equipment, apparatus machineries, machineries spares, tools and other accessories, goods and/or the other movable property of Metahelix, present and future to a value equivalent to the amount of loan and interest thereon and the royalty payable on grant-in-aid till the full and final settlement of all dues. Term loan is repayable along with interest in 10 equal half yearly installments from December 2015 and June 2017. The balance payable as on 31 March, 2018 is ` 0.97 crore (2017: ` 0.80 crore) of which ` 0.25 crore (2017: ` 0.10 crore) has been disclosed in note 19 within the heading current maturity of long term debt under other financial liabilities (current). Rate of interest on this loan is 2% per annum. (c) Unsecured redeemable Non-convertible debentures having face value of ` 10 lakhs each are redeemable at par on 2 July, 2019 and bears interest rate of 10% per annum. (d) (i) The External Commercial Borrowings (‘ECB’) are due for repayments on 21 October, 2019 ` 413.60 crore (2017: ` 411.54 crore) (USD 63.46 million) and bear interest of LIBOR plus spread of 1.95%, payable semiannually. Current portion due for repayment within one year is ` 412.36 crore (2017: ` 410.31 crore (USD 63.27 million)) and bears interest of LIBOR plus spread of 1.95% (2017: LIBOR plus spread of 1.95%), payable semiannually. This has been disclosed in note 19 within the heading current maturity of long term debt under other financial liabilities (current). (ii) Debt owed by Homefield Pvt UK Limited: Term Loan USD 45 Million: The amounts outstanding were ` 293.29 crore (USD 45 million) (2017: ` 289.52 crore(USD 45 million)). The loan is repayable in full in March 2020. Interest on this loan is payable based on USD LIBOR plus a margin of 1.50% per annum. (iii) Term Loan USD 28.50 Million: The amounts outstanding were ` 185.75 crore (USD 28.50 million) for the year ended 31 March, 2018 (2017: ` 181.57 crore, USD 28 million). This loan has been refinanced in March 2018 and is now repayable in full in March 2023. Interest on this loan is payable based on USD LIBOR plus a margin of 1.15% per annum.
224 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements
of . The The 225 lance secured secured 0.42 crore) 0.42 crore) ng amount ` tion of stocks tion of stocks nterest of 3% nterest g Arrangement’ g Arrangement’ 1.13 crore to a minimum of to 1.13 crore ` 0.33 crore (2017: 0.33 crore ` Nil), has been disclosed in note ` 1,297.00 crore (USD 200 million), 1,297.00 crore 0.10 crore) has been disclosed in 0.10 crore) ` ` 382.61 crore (USD 59 million)). The loan is (USD 59 million)). 382.61 crore ` Consolidated Financial Statements 181.57 crore has been disclosed in note 19 within 19 within in note been disclosed has crore 181.57 ` 0.08 crore (2017 : (2017 0.08 crore ` 153.82 crore (USD 23.60 million) (2017: (USD 23.60 million) (2017: 153.82 crore 50 crore) was availed by TCL (repaid in May 2017). The loan bears interest The loan bears interest in May 2017). (repaid TCL by was availed 50 crore) ` ` 5.88 crore), out of which 5.88 crore), ` 384.53 crore (USD 59 million) (2017: (USD 59 million) (2017: 384.53 crore Nil (2017: ` ` 10 crore) owed by Metahelix Life Sciences Limited repaid in May, 2017. in May, repaid Sciences Limited Metahelix by Life owed 10 crore) ` 12.97 crore) (2018: USD 1.50 million and 2017: USD 2 million). It overdraft 12.97 crore) is a secured ` Nil) maturity 19 within the heading current has been disclosed in note of long term debt ` Nil (2017: ` 5.78 crore (2017: (2017: 5.78 crore 0.75 crore falls due in May 2018. Rate of interest for this borrowing is 8.35%. The balance outstanding The balance is 8.35%. this borrowing for falls due in May 2018. Rate interest of 0.75 crore ` 2.49 crore) is secured by first paripassu charge on stock (including raw material, finished goods and material, (including raw on stock by first paripassu charge is secured 2.49 crore) ` ` 1,303.50 crore (USD 200 million). As on 31 March, 2017, loan amount 2017, loan amount 31 March, on As (USD 200 million). 1,303.50 crore ` 3 crore has been grouped under Other grouped has been (current). financial liabilities 3 crore 146.37 crore)(2018: USD 11.28 million and 2017: USD 22.57 million) is towards unsecured working unsecured capital million) is towards USD 11.28 million and 2017: USD 22.57 146.37 crore)(2018: 9.78 crore (2017: (2017: 9.78 crore ` ` ` 0.08 crore (2017: (2017: 0.08 crore ` 0.15 crore (2017: (2017: 0.15 crore 15 crore is repayable in 20 quarterly instalments. The repayment begins after a moratorium of 24 months from February February after a moratorium of 24 months from begins repayment The 20 quarterly in is repayable instalments. 15 crore ` ` 15 crore of which 15 crore ` 73.54 crore (2017: 73.54 crore loan bear an effective interest rate of 2.97%. The loan is repayable in full on 12 December, 2022. in full on 12 December, The loan is repayable of 2.97%. rate interest loan bear an effective as on 31st March, 2018 is as on 31st March, maturity 19 within the heading current note has been disclosed in of long term (current). debt under other financial liabilities repayable in instalments commencing July 2018 and ending July 2020. Interest on this loan is payable based on USD LIBOR plus a on this loan is payable ending July 2020. Interest in instalments commencing July 2018 and repayable of 1.80% per annum. Out of the same amount of margin the heading current maturities current the heading of non-current under Other borrowings (current). financial liabilities of first repayment The 2018. is 19 within current maturities19 within current of non-currentOther under borrowings financial liabilities (current). facility against dues receivable from Kenyan Revenue Authority. Kenyan Revenue from facility against dues receivable work-in-progress) and book debts and carries a weighted average interest of 8.47% per annum. interest book debts and carries and average a weighted work-in-progress) of one month T-bill plus 0.05% per annum. T-bill of one month ` facility and is repayable within 90 days. Interest is charged at 2.60% to 3.03% (2017: 1.20% to 1.35%) per annum over US$ LIBOR 1.35%) per annum over 1.20% to 3.03% (2017: at 2.60% to is charged Interest within 90 days. facility and is repayable 0.08 crore over the period stretching from 1 April, 2016 to 31 March, 2027. The amount outstanding is free of interest. The ba of interest. The amount outstanding is free 2027. 31 March, 2016 to 1 April, from the period over stretching 0.08 crore of which an amount of of raw materials, finished products, stores and work-in-process as well as book debts. well as and work-in-process stores finished products, materials, of raw note 19 within the heading current maturity 19 within the heading current note of long term debt under other financial liabilities (current). This arrangement has been made by the Government with the State the concern in subsidy disbursement. of delay address scheme to outstanding as at 31 March, 2018 is outstanding as at 31 March, Bank of India of subsidy receivables. Consortium by hypothecation secured (SBI Consortium). under this scheme are Loans at the time the Company from 60 days for upfront and will be recovered 1.75% per annum shall be borne by the Company remaining ` disbursement of the facility. under other financial liabilities (current). The same is repayable alongwith interest in 7 annual installments. The loan bears i in 7 annual installments. alongwith interest The same is repayable under other financial liabilities (current). per annum. against current assets. against current (e) by Metahelix: Debt owed 2018 is as on 31 March, The balance payable of Scientific and Industrial Council loan from Research: Term (k) ‘Special Bankin The Department Government of India, has notified of Fertilizers, 2017, ended 31 March, year the previous For (v) Chemicals Magadi (‘TCML’): Limited Tata by Debt owed end is The outstanding loan as at the year Loan of of Loan (iv) Rallis by Debt India owed Limited: to loan amounting 2017, the entire ended 31 March, year During the previous (vi) The outstandi during the year. loan of USD 200 million was refinanced (‘TCIPL’) Limited Chemicals International Pte. Tata Outstanding loan of loan (h) (i) Outstanding TCML: by Debt owed of Loan (ii) Rallis by Debt India owed Limited: (i) Suppliers’ credit: (i) Suppliers’ 1.90% per annum. 1.70% to from ranging interest on demand bears repayable credit Supplier’s 2018: Unsecured at 31 March, As of 1.31% per annum of LIBOR plus spread bears interest within 180 days payment due for credit 2017: Supplier’s at 31 March, As (g) of hypotheca by way secured and are 9.00% p.a. to carry 8.30% p.a. banks on Cash Credit from ranging from an interest Loans in April of 8.00% per annum out of which 6.25% per annum shall be borne 2017. rate by the government and repaid interest Fixed (f) by Rallis Debt owed India Limited: a maximum of in annual installments which range from The loan is repayable Scheme: Deferral Tax Sales (ii) term loan includes Unsecured (iii) working Unsecured capital demand loan of (j) (i) TCIPL: by Debt owed 2WKHUȴQDQFLDOOLDELOLWLHV ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 Non-current (a) Derivatives (note 40) 11.87 10.79 (b) Deposit payable 6.07 5.58 (c) Others 11.14 14.42 29.08 30.79 Current (a) Current maturities of non-current borrowings (note 18) (i) From Banks - Secured 1.11 89.03 (ii) From Banks - Unsecured 569.18 1,888.88 (iii) From Others - Secured 0.25 0.10 (iv) From Others - Unsecured 0.16 0.28 570.70 1,978.29 Less: Unamortised cost of Borrowings 2.13 12.07 568.57 1,966.22 (b) Current maturities of finance lease obligations (note 37) 5.37 23.54 (c) Interest accrued 38.92 45.23 (d) Creditors for capital goods 102.38 117.24 (e) Unclaimed dividend 17.34 16.21 (f) Unclaimed debenture interest 0.01 0.01 (g) Derivatives (note 40) 19.38 36.31 (h) Security deposits from customers 42.55 49.63 (i) Others 199.19 153.78 993.71 2,408.17
226 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 227 As at thin a ry tax, ming of in crore in crore towards towards ` ` n UK. in and will n made as at and committed and committed 31 March, 2017 31 March, Others (5) Total 4.29 3.82 As at 85.75 86.74 133.53 205.76 129.09 280.03 1,402.37 1,675.07 1,518.01 1,782.03 31 March, 2018 31 March, expenses (4) expenses Provision for for Provision restructuring (3) Consolidated Financial Statements Provision Provision for warranty warranty for Provision Provision for emission for allowance (2) allowance retirement retirement obligation (1) obligation (i) 38) benefits (note other post retirement and Pension (ii) Others 47.78 42.35 (i) 38) benefits (note other post retirement and Pension (ii) Others 1,398.08 1,514.19 reclamation of the mine and land upon the termination of the partnership in USA. The timing of the outflows is expected to be wi The timing of the outflows is expected to of the mine and land upon the termination of the partnershipreclamation in USA. period of 1 to 96 years from the date of consolidated balance sheet. of consolidated the date from period 96 years of 1 to respective year ends represents the amount of the expected cost of meeting such obligations of rectification/replacement. The ti the amount of the expected of rectification/replacement. cost of meeting such obligations ends represents year respective balance sheet. of consolidated the date from be within a periodthe outflows is expected to of one year in UK. the Group facilities owned by power demolish redundant to expenditure The timing of outflows is uncerta and other claims. indirect taxes including direct taxes, items and other disputed land revenue cases. depend on the cessation of the respective (b) 'i') Other (footnote provisions 72.23 150.94 (b) 'i') Other (footnote provisions Current (a) benefits employee for Provision 272.70 264.02 Balance as at 1 April, 2016Balance as at 1 April, pertaining discontinued operations to Provision during the year recognised Provisions during the yearPayments/utilisations/surrenders fluctuationsExchange (3.12) (5.93) 9.77 (26.09) - 162.64 (0.22) 25.69 - 14.07 (4.62) 0.33 (3.38) 0.28 (2.24) - (2.11) (39.10) 21.54 - - 216.54 17.06 (3.12) 415.07 - 52.85 (2.94)(2.31) (10.74) Total 168.00 15.86 0.56 13.49 147.02 344.93 Non-currentCurrent 152.11 15.89 - 15.86 - 0.56 13.49 107.10 - 272.70 39.92 72.23 Non-currentCurrentTotal 2018 31 March, as at Balance 144.29 15.69 159.98 - 11.56 11.56 - 0.39 0.39 13.98 13.98 105.75 - 229.05 264.02 123.30 414.96 150.94 Balance as at 31 March, 2018 31 March, as at Balance 2017 31 March, as at Balance 168.00 15.86 0.56 13.49 147.02 344.93 Balance as at 31 March, 2017 31 March, as at Balance pertaining discontinued operations to Provision during the year recognised Provisions during the yearPayments/utilisations/surrenders fluctuationsExchange - (2.45) 159.98 9.64 (44.53) - 11.56 (0.15) 47.04 - 0.39 (2.28) 0.32 0.83 13.98 (0.04) - 229.05 (49.45) (92.29) 1.79 414.96 - (92.29) 9.75 - 66.75 1.79 0.55 4.96 Non-current (a) benefits employee for Provision Particulars Asset Particulars Footnote: Footnote: (i) include: Other provisions 20. Provisions Nature of provisions: Nature (1) in India expense and decommissioning charges and cost restoration site obligation represents asset retirement for Provision (3) certain warranty for perform represents products that fail to satisfactorily Provision during the warranty Provisio period. (2) agency carbon i the Environment surrender emission allowances to obligations to represents emission allowance for Provision (4) of plants in UK and Netherlands the closure following be incurred costs to restructuring expenses represents for Provision (5) ent charges, in respect of water of economic resources of outflow best estimate management’s others represents for Provision 21. Deferred tax assets (net) and liabilities (net)
` in crore Particulars As at As at 31 March, 2018 31 March, 2017 (a) Deferred tax assets (net) (footnote 'i') 20.81 23.67 (b) Deferred tax liabilities (net) (footnote 'ii') (1,191.55) (1,238.07) Footnotes: (i) Deferred tax assets (net)
Particulars As at Recognised Recognised Recognised Tax Exchange As at 1 April, in the in the in other Receivables fluctuations 31 March, 2017 Consolidated Consolidated comprehensive 2018 Statement of Statement of income Profit or Loss Profit or Loss (continuing (discontinued operations) operations) Deferred tax assets/(liabilities) in relation to: Property, plant and equipments and intangible asset (10.13) (1.53) - - - - (11.66) Allowance for doubtful debts and advances 3.33 0.17 - - - - 3.50 Defined benefit obligation 0.55 0.07 - - - - 0.62 Others 0.01 0.02 - - - - 0.03 (6.24) (1.27) - - - - (7.51) Tax losses 16.68 (8.96) - - - - 7.72 Unused credits 13.23 7.37 - - - - 20.60 23.67 (2.86) - - - - 20.81
Particulars As at Recognised Recognised Recognised Tax Exchange As at 1 April, in the in the in other Receivables fluctuations 31 March, 2016 Consolidated Consolidated comprehensive 2017 Statement of Statement of income Profit or Loss Profit or Loss (continuing (discontinued operations) operations) Deferred tax assets/(liabilities) in relation to: Property, plant and equipments and intangible asset (8.43) (1.70) - - - - (10.13) Allowance for doubtful debts and advances 2.02 1.31 - - - - 3.33 Defined benefit obligation 0.62 (0.07) - - - - 0.55 Others 0.37 (0.40) - - - 0.04 0.01 (5.42) (0.86) - - - 0.04 (6.24) Tax losses 14.38 2.30 - - - - 16.68 Unused Credits - 13.23 - - - - 13.23 8.96 14.67 - - - 0.04 23.67
228 Annual Report 2017-18 As at As at As at As at 2018 2017
Integrated Report Statutory Reports Financial Statements 31 March, 31 March, 31 March, 31 March, 229 Exchange Exchange Exchange Exchange fluctuations fluctuations Tax Tax Tax Tax Receivables Receivables income income income income in other in other Recognised Recognised Recognised Recognised comprehensive comprehensive comprehensive comprehensive Consolidated Financial Statements in the in the operations) operations) Recognised Recognised Recognised Recognised Profit or Loss or Profit Profit or Loss or Profit Statement of Statement Statement of Statement Consolidated Consolidated Consolidated Consolidated (discontinued (discontinued (discontinued (discontinued in the in the operations) operations) Recognised Recognised Recognised Recognised (continuing (continuing (continuing (continuing Profit or Loss or Profit Profit or Loss or Profit Statement of Statement Statement of Statement Consolidated Consolidated Consolidated Consolidated 9.38 (6.86) - - - - 2.52 2017 2016 (0.43) (24.64) - (1.59) - 0.25 (26.41) - 5.53 - - - - 5.53 204.87 7.24 - (27.55) - (3.62) 180.94 (26.41) 9.61 - (0.42) - (0.14) (17.36) 1 April, 1 April, 1 April, 1 April, 2.52 (1.67) (1.26) - - - (0.41) 116.05 (26.08) 180.94 4.64 (108.07) (20.59) - - (37.25) - 74.02 - (0.73) 34.89 (131.03) 105.84 - (12.96) - 0.38 (37.77) (1,243.79) 11.51 (16.37) (11.92) - 22.50 (1,238.07) (1,238.07) 277.72 20.58 (71.22) (178.83) (1.73) (1,191.55) Particulars As at Finance lease Finance Defined benefit obligation ('AMT') Tax MinumumAlternative 33) (note Credit Others - 268.63 - - (178.83) 3.00 92.80 Financial assets at FVTOCI assets at Financial for tax basis differences Partnership USA Subsidiaries Particulars As at Deferred tax assets/(liabilities) in Deferred to: relation equipments and plant and Property, assetintangible doubtful debts and for Allowance Advances in the year expenses allowed Accrued of payment (1,402.23) 22.19 22.09 0.11 1.74 17.09 - - - (4.24) (1,384.17) - - 40.92 Deferred tax assets/(liabilities) in Deferred to: relation plant and equipments and Property, assetintangible doubtful debts and for Allowance Advances in the year expenses allowed Accrued of payment lease Finance for tax basis differences Partnership USA SubsidiariesDefined benefit obligation Others (1,465.92) 53.51 31.30 87.08 (110.07) (12.56) (9.52) 15.87 (24.09) 0.31 (4.12) - - - 17.22 - 22.74 - (1,402.23) - - - - - 3.13 116.05 22.09 (131.03) (ii) tax liabilities (net) Deferred 22. Other liabilities ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 Non-current (a) Deferred income (including government grants) 29.22 27.89 (b) Others 37.21 33.03 66.72 60.92 Current (a) Statutory dues 105.07 122.48 (b) Advance received from customers 81.67 106.16 (c) Deferred income (including government grants and emission trading allowance) 12.71 13.91 (d) Others 4.64 6.38 204.09 248.93
23. Tax assets and liabilities
` in crore Particulars As at As at 31 March, 2018 31 March, 2017 (a) Tax assets Non-current (i) Advance tax assets (net) 671.55 502.88 Current (i) Current tax assets (net) 34.52 15.40
(b) Current tax liabilities (net) 131.03 117.79
24. Held for sale and discontinued operations
` in crore Particulars As at As at 31 March, 2018 31 March, 2017 (a) Assets classified as held for sale and discontinued operations (i) Assets held for sale (footnote 'i') 12.65 5.92 (ii) Discontinued operations (footnote 'ii') 1,085.69 1,532.46 1,098.34 1,538.38 (b) Liabilities directly associated with discontinued operations (i) Discontinued operations (footnote ‘ii’) 549.95 511.27 549.95 511.27 Footnotes: (i) The Group intends to surrender the leasehold land which it no longer intends to utilise in the next 12 months. The Group is currently in discussion with appropriate authorities in this direction. No impairment loss was recognised on reclassification of the assets as held for sale nor as at reporting date, as the management expects that the fair value (estimated based on the surrender value) less cost to surrender is higher than the carrying amount. During the current year, the Group disposed off the assets amounting to ` 0.16 crore classified as assets held for sale as at 31 March, 2017. (ii) Discontinued operations comprise of assets and liabilities of Phosphatic Fertilisers business and Trading Business as at 31 March, 2018 and of Urea and Customised Fertiliser business as at 31 March, 2017 (note 34).
230 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 231 in crore in crore ` ` s. Nil (previous Year ended ended Year Year ended ended Year ` 31 March, 2017 31 March, 31 March, 2017 31 March, Year ended ended Year Year ended ended Year 60.31 65.62 22.64 8.47 60.50 39.79 159.46 166.12 31 March, 2018 31 March, 31 March, 2018 31 March, 10,345.36 10,680.98 Consolidated Financial Statements 35.40 crore) and compensation of and compensation 35.40 crore) ` 39.58 crore (previous year year (previous 39.58 crore ` 43.79 crore) from settlement of long term contracts. from 43.79 crore) ` (a) back required-written Liabilities no longer (b) ‘i’) Miscellaneous income (footnote 6.09 13.99 82.64 120.05 year year (i) Rental income(ii) (net) of investments Gain on sale/redemption (iii)‘i’) Miscellaneous income (footnote 52.70 2.30 5.59 35.37 2.21 2.12 (i) On bank deposits(ii) Other interest 15.90 3.74 6.74 4.73 (i) at FVTPL measured investments Current (ii) at FVTOCI measured Non-current investments 27.06 33.25 13.78 51.84 (a)(b) Sales of products Other operating revenues 10,256.63 10,546.94 Particulars (c) of taxes on refund Interest (d) Others 16.01 52.24 (b) financial assets at amortised income from Interest cost (a) income Dividend Particulars 25. operations from Revenue Footnote: (i) 2017, Miscellaneous ended 31 March, year of leasehold right income primarily on assignment the previous includes profit For 26. Other income 26. Other Footnote: (i) Miscellaneous income primarily includes sales of scrap of &KDQJHVLQLQYHQWRULHVRIȴQLVKHGJRRGVZRUNLQSURJUHVV DQGVWRFNLQWUDGH ` in crore Particulars Year ended Year ended 31 March, 2018 31 March, 2017 Opening stock Work-in-progress 112.95 119.72 Finished goods 423.20 612.86 Stock-in-trade (acquired for trading) 160.62 323.54 696.77 1,056.12 Closing stock Work-in-progress 102.54 112.95 Finished goods 499.81 423.20 Stock-in-trade (acquired for trading) 129.30 160.62 731.65 696.77 Less: Inventory on account of Discontinued operations (133.62) (299.18) Exchange fluctuations 64.35 53.22 Total inventory change (104.15) 113.39
(PSOR\HHEHQHȴWVH[SHQVH ` in crore Particulars Year ended Year ended 31 March, 2018 31 March, 2017 (a) Salaries, wages and bonus 999.42 985.51 (b) Contribution to provident and other funds 99.74 93.44 (c) Staff welfare expense 171.07 182.47 1,270.23 1,261.42
29. Finance costs ` in crore Particulars Year ended Year ended 31 March, 2018 31 March, 2017 (a) Interest costs (i) Interest on loans at amortised cost 255.32 331.66 (ii) Interest on obligations under finance leases 2.42 2.42 (b) Translation differences (footnote ‘I’) (18.30) (129.60) (c) Discounting and other charges 86.14 92.81 325.58 297.29 Footnote:
(i) Translation differences on foreign currency loans regarded as borrowing cost net of changes in fair value of derivative contracts.
232 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 233 ended in crore in crore ` ` Year ended ended Year Year ended ended Year 31 March, 2017 31 March, 31 March, 2017 31 March, 485.90 470.26 Year ended ended Year Year ended ended Year 154.11 163.12 1,272.51 1,163.07 518.01 512.16 31 March, 2018 31 March, 31 March, 2018 31 March, 5,053.26 4,916.09 Consolidated Financial Statements 18.46 crore payable on account of severance package offered to employees. package to on account of severance payable offered 18.46 crore ` 82.80 crore, based on actuarial certain Retiral Medical of changes announced to valuation, on account Plans. 82.80 crore, Post ` - Machinery - Others 335.19 377.27 8.90 8.48 Particulars (a)(b) plant and equipment of property, Depreciation (c) property of Investment Depreciation Amortisation assets of intangible 419.84 410.86 0.08 0.08 98.09 101.22 (d) Repairs - Buildings(e)(f) Rent (g) and taxes rates Royalty, (h) stocks duty adjustment for Excise (i) service Distributor’s charges(j) expenses Sales promotion (k) Insurance charges(l) and forwarding charges Freight (m) or written off discarded on assets sold, Loss Bad debts written off(n)(o) doubtful debts and advances (net) for Provision loss (net)(p) exchange Foreign and commission (q) fees Director’s Others 11.55 8.99 (3.66) 2.99 347.46 21.40 321.94 10.61 22.05 8.71 2.69 159.95 4.30 1,578.73 193.59 1,530.48 32.22 33.01 3.27 10.69 2.45 19.62 10.64 9.71 (a)(b) parts and spare consumed Stores (c) materials consumed Packing and fuel Power 270.93 250.12 334.15 331.95 Particulars 32. 32. Exceptional gains (net) the year for Chemicals North Subsidiaries (‘TCNA’) America, Inc. and it’s Tata operations at to gains (net) relate Exceptional (b) of charge An estimated 31 March, 2018. These include: 2018. 31 March, (a) A gain of 30. 30. expense and amortisation Depreciation 31. Other expenses 33. Income tax expense relating to continuing operations ` in crore Particulars Year ended Year ended 31 March, 2018 31 March, 2017 (a) Tax expense (i) Current tax In respect of the current year 334.99 375.31 In respect of earlier years - (3.18) 334.99 372.13 (ii) Deferred tax In respect of the current year (footnote ‘i’) (274.86) (26.18) (274.86) (26.18) Total tax expense 60.13 345.95 Footnote: (i) As a result of changes in income tax legislation in USA, the TCNA Group recognised a deferred tax gain of ` 251.63 crore in Consolidated Statement of Profit and Loss (as deferred tax) and loss of ` 44.70 crore in other comprehensive income (Items that will not be reclassified to the Consolidated Statement of Profit and Loss) during the year ended 31 March, 2018. Particulars Year ended Year ended 31 March, 2018 31 March, 2017 (b) The income tax expenses for the year can be reconciled to the accounting profit as follows: Profit before tax from continuing operations 1,620.13 1,466.58 Income tax expenses calculated at 34.608 % (Company’s domestic tax rate) 560.69 507.55 Differences in tax rates in foreign jurisdictions (54.17) (32.96) Share of profit of equity accounted investees (17.62) (5.70) Effect of income that is exempt from taxation (36.99) (36.18) Effect of not deductible expenses for tax computation 25.09 28.82 Effect of concessions (research and development and other allowances) (73.45) (105.40) Effect of Income classified to discontinued operations from continuing operations - (3.45) Effect of change in rate of recording deferred tax for discontinued operations - (10.63) Others (19.79) (21.65) 383.77 320.40 Tax Reform - Tax Rate Change (41.10) - Alternative Minimum Tax - differential (260.94) 34.98 Effect of unused tax losses and tax offsets not recognised as deferred tax assets (21.60) (9.43) Total income tax expense recognised for the year relating to continuing operations 60.13 345.95
34. Discontinued operations (I) Disposal of urea and customised fertilisers business
During the previous year, the Group entered into an agreement with Yara Fertilisers India Private limited (‘Yara India’) to transfer its Urea Business (which comprises of manufacturing facilities for urea and customised fertilisers at Babrala, Uttar Pradesh), by way of a slump sale. On 12 January, 2018, the Group consummated the sale and transfer of its Urea and Customised Fertilisers Business to Yara India as contemplated in the Scheme of Arrangement dated 10 August, 2016. The pre-tax gain of ` 1,279.39 crore for the year ended 31 March, 2018 is included under exceptional gain for discontinued operations.
234 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements
ng 235 in crore in crore ` ` Year ended Year Year ended Year 31 March, 2017 31 March, 31 March, 2017 31 March, 0.34 0.04 375.00 crore (subject to 375.00 crore 0.90 0.20 12.58 40.28 ` 167.60 72.12 3,636.95 4,390.97 4,087.25 4,616.84 1,651.71 185.59 1,142.49 113.47 Year ended Year Year ended Year 31 March, 2018 31 March, 31 March, 2018 31 March, Consolidated Financial Statements 2,012.42 crore) ` 1,979.51 crore (2017: 1,979.51 crore ` (Parent company of IRC) to transfer its Phosphatic Fertilisers business and Trading business (which comprises business of manufacturing Trading and business of IRC) Fertilisers its Phosphatic company transfer to (Parent a consideration of sale for of a slump fertilisers phosphatic by way at Haldia Plant), facilities for of the period is in which the deal information in the financial reflected will be of the transfer The effect certain adjustments). regulatory approvals. the requisite of all post receipt consummated Revenue from operations includes subsidy income of operations from Revenue business of bulk and non-bulk fertilisers:business of bulk and Particulars operating activitiesNet cash (outflows)/inflows from activitiesNet cash used in investing financing activitiesNet cash (outflows)/inflows from Net cash inflows 240.47 (209.99) 3.25 (29.58) 23.88 (26.93) (b) operations to the discontinued attributable cash flows Net Particulars Profit for the year from discontinued operations discontinued from year for the Profit ‘i’) operations (footnote from Revenue Other income Expenses Depreciation Other expenses and tax item exceptional before Profit gain (net) Exceptional on sale of discontinued operationProfit Impairment 'ii') of assets (footnote tax before Profit expense Tax on sale of discontinued operationsTax after tax Profit Footnotes: (i) (ii) 4,086.91 The shortfall between the carrying value. value of net PPE and the recoverable 4,616.80 437.72 1,279.39 185.59 (65.40) - 341.62 - - (II) fertilisers and non-bulk business of bulk Trading business and Fertilisers of Phosphatic Disposal (‘IRC’) limited Netherlands Private and Indorama with IRC Holdings BV, Agrochemicals an agreement into has entered The Group Tradi Fertilisersand business and Phosphatic of sale) date Urea Business (till the for financial performance and cash flows The (a) operations discontinued from of profit Analysis (c) Book value of assets and liabilities of discontinued operations: ` in crore Phosphatic Urea and Fertilisers customised business and fertilisers Trading business business Particulars As at As at 31 March, 2018 31 March, 2017 Property, plant and equipment and intangible assets (Including CWIP) 75.05 529.10 Non-current financial assets - 0.80 Other non-current assets 29.27 10.12 Inventories 149.80 126.68 Trade receivables (including subsidy of ` 802.10 crore (2017 : ` 813.43 crore)) (footnote 'ii') 808.23 834.42 Cash and cash equivalents 1.04 0.08 Current financial assets 0.04 0.17 Other current assets 22.26 31.09 Total Assets (A) 1,085.69 1,532.46 Non-current financial liabilities - provisions 1.54 6.88 Borrowings (footnote - 'i' and 'ii') 310.08 370.70 Trade payables 112.26 89.06 Other financial liabilities 18.57 26.54 Other current liabilities 8.32 6.39 Current liabilities - provisions 99.18 11.70 Total Liabilities (B) 549.95 511.27 Net assets (A - B) 535.74 1,021.19 Footnotes: (i) (a) The Department of Fertilizers, Government of India, has notified ‘Special Banking Arrangement’ scheme to address the concern of delay in subsidy disbursement. This arrangement has been made by the Government with the State Bank of India Consortium (SBI Consortium). Loans under this scheme are secured by hypothecation of subsidy receivables. Fixed interest rate of 7.80 % per annum out of which 6.84% per annum shall be borne by the Government and repaid in April 2018. The remaining 0.96% per annum shall be borne by the Group and will be recovered upfront for 60 days from the Group at the time of disbursement of the facility. Balance as at 31 March, 2018 : ` 307.95 crore (2017 : ` 370.70 crore). (b) Cash credit (Secured) of ` 2.13 crore (2017: ` *) * value below ` 50,000 (ii) Subsidy receivables and borrowings related to Phosphatic fertilisers and Trading business along with the related revenue and expenses are disclosed as discontinued operations. These receivables and borrowings will not be transferred on disposal of business.
(d) Gain on disposal of urea and customised fertilisers business ` in crore Particulars Year ended 31 March, 2018 Cash consideration received (net of cost to sell) 2,593.98 Net assets transferred (footnote 'i') 1,314.59 Gain on disposal 1,279.39 Footnote: (i) Information of assets and liabilities transferred to Yara India Particulars As at 31 March, 2018 Property, plant and equipment and intangible assets (Including CWIP) 545.09 Other non-current assets 2.45 Inventories 27.50 Trade receivables 786.64 Other current assets 99.85 Total Assets (A) 1,461.53 Other non-current liabilities 129.73 Other current liabilities 17.21 Total Liabilities (B) 146.94 Net assets (A - B) 1,314.59
236 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 237 As at As at in crore
` Year ended Year as follows. 31 March, 2017 31 March, 31 March, 2017 31 March, 50.66 34.53 44.85 4.45 As at As at 95.51 38.98 in crore
1,290.59 1,142.49 879.64 113.47 % Equity Interest 2,433.08 993.11 ` Year ended Year No. of sharesNo. shares of No. 31 March, 2018 31 March, 31 March, 2018 31 March, Consolidated Financial Statements Business MauritiusIndiaIndia 100.00% Investment CSR Activity 100.00% Manufacturing 100.00% 100.00% 100.00% - ) ` ( ## ### ) ` @@ ) ` ) ` Profit for the year from continuing operations attributable continuing of the equity to from shareholders the year for Profit Company operations attributable discontinued of the equity to from shareholders the year for Profit Company earnings per share: Weighted average number of equity shares used in the calculation of basic and diluted used in the calculation of basic and diluted number of equity shares average Weighted discontinued operations operations and from continuing from earnings per share 25,47,56,278 25,47,56,278 statements: Ncourage Social Enterprise Foundation Ncourage Social Enterprise Foundation IndonesiaPT Metahelix Lifesciences (‘PTLI’) Holdings Inc.Valley Chemicals North America Inc.(‘TCNA’)Tata General Chemical International Inc. IndonesiaNHO Canada Holdings Inc. (‘TCSAP’)** Partners Chemicals (Soda Ash) Tata of America States United Holdings Partners Chemicals (Soda Ash) Tata Trading(‘TCSAPH’)** of America States United LLCTCSAP Manufacturing General Chemical Canada Holding Inc. of America States United Manufacturing Homefield Pvt UK Limited DormantHomefield 2 UK Limited Chemicals Africa Holdings LimitedTata of America States United of America States United Holdings Limited Chemicals Europe Tata Investment Limited Chemicals Europe CanadaTata Dormant 75.00% 100.00% CHP LimitedWinnington 65.77% LimitedBrunner Mond Group Kingdom United Brunner Mond Limited Kingdom United 100.00% 75.00% 100.00% Kingdom United 65.77% 100.00% Investment of America States United Kingdom United Dormant Investment 100.00% 100.00% Kingdom United Investment of America States United Investment Investment 100.00% Kingdom United Kingdom United Investment 100.00% Manufacturing 100.00% Kingdom United 100.00% Investment Manufacturing 75.00% 100.00% 75.00% 100.00% - 100.00% Investment 100.00% 100.00% 75.00% 100.00% 100.00% 100.00% 75.00% 100.00% 100.00% * 100.00% 100.00% *** 100.00% Subsidiaries Direct Indirect Rallis Chemistry Exports Limited Sciences LimitedMetahelix Life (‘ZWAOL’) Limited Organics Agro Waste Zero India India Manufacturing Manufacturing 100.00% 100.00% 100.00% 100.00% Rallis India (‘Rallis’) Limited - 1 ( Mauritius) Pvt. Ltd Venture Bio Energy India Manufacturing 50.06% 50.06% Name of the Company Name of the Company Country of Incorporation of Nature (b) of basic and diluted used in the calculation number of equity shares average Weighted Total Basic and Diluted earnings per share Basic and Diluted Total Particulars Basic and Diluted earnings per share ( earnings per share Basic and Diluted ( continuing operations From Footnotes: are earningsused in the calculation of basic and diluted numbers of equity per share shares average The earnings and weighted (a) earnings per share: of basic and diluted Earnings used in the calculation From discontinued operations ( discontinued operations From (a) financial of the consolidated in the preparation been considered which have Particularsof subsidiaries and joint ventures 36. Group Informations 36. Group
35. per share Earnings Name of the Company Country of Incorporation Nature of % Equity Interest Business As at As at 31 March, 2018 31 March, 2017 Tata Chemicals Magadi Limited United Kingdom Manufacturing 100.00% 100.00% Northwich Resource Management Limited United Kingdom Dormant 100.00% 100.00% Brunner Mond Generation Company Limited United Kingdom Dormant *** 100.00% Gusiute Holdings (UK) Limited United Kingdom Investment 100.00% 100.00% TCNA (UK) Limited United Kingdom Trading 100.00% 100.00% British Salt Limited United Kingdom Manufacturing 100.00% 100.00% Cheshire Salt Holdings Limited United Kingdom Investment 100.00% 100.00% Cheshire Salt Limited United Kingdom Investment 100.00% 100.00% Brinefield Storage Limited United Kingdom Dormant 100.00% 100.00% Cheshire Cavity Storage 2 Limited United Kingdom Dormant 100.00% 100.00% Cheshire Compressor Limited United Kingdom Dormant 100.00% 100.00% Irish Feeds Limited United Kingdom Dormant 100.00% 100.00% New Cheshire Salt Works Limited United Kingdom Investment 100.00% 100.00% Grown Energy Zambeze Holdings Pvt. Ltd Mauritius Investment # 100.00% Tata Chemicals International Pte. Limited (‘TCIPL’) Singapore Trading 100.00% 100.00% Tata Chemicals (South Africa) Proprietary Limited South Africa Trading 100.00% 100.00% Grown Energy (Pty) Limited South Africa Investment # 100.00% Magadi Railway Company Limited Kenya Dormant 100.00% 100.00% Grown Energy Zambeze Limitada Mozambique Manufacturing # 94.00% Alcad** United States of America Manufacturing 50.00% 50.00% * General Chemical Canada Holding Inc. has been dissolved during the year ended 31 March, 2017 ** a general partnership formed under the laws of the State of Delaware (USA). *** Brunner Mond Generation Company Limited and Brunner Mond Limited, subsidiaries in United Kingdom, have been dissolved during the year ended 31 March, 2018. @@ Ncourage Social Enterprise Foundation is incorporated as a wholly owned direct subsidiary under Section 8 of the Companies Act, 2013 with effect from 8 December, 2017. # During the year, the Group has concluded divestment of Grown Energy Zambeze Holdings Pvt. Ltd., Mauritius and its subsidiaries. ## The Board of Directors of the Rallis India Limited has accorded its consent to the merger of Zero Waste Agro Organics Limited (a wholly owned subsidiary of Rallis) with Rallis India Limited under a Scheme of Amalgamation subject to necessary statutory approvals from various regulatory authorities, including the National Company Law Tribunal (‘NCLT’). ### During the year ended 31 March, 2018, the Board of Directors of the Company has approved the Scheme of Amalgamation (‘Scheme’) under the provisions of Section 234 read with Sections 230 to 232 of the Companies Act, 2013 for the merger of Bio Energy Venture - 1 (Mauritius) Pvt. Ltd., a wholly owned subsidiary of the Company, with the Company, subject to necessary statutory and regulatory approvals, including approval of the National Company Law Tribunal. The Scheme is in the process of being filed.
Name of the Company Country of Nature of % Equity Interest Incorporation Business As at As at 31 March, 2018 31 March, 2017 Joint Ventures Direct Indo Maroc Phosphore S. A. Morocco Manufacturing 33.33% 33.33% Indirect The Block Salt Company Limited (Holding by New Cheshire Salt Works Limited ) United Kingdom Manufacturing 50.00% 50.00% JOil (S) Pte. Ltd and its subsidiaries (Holding by TCIPL) Singapore Manufacturing 33.78% 33.78% Natronx Technologies LLC (Holding by TCSAP) United States of America Manufacturing 33.30% 33.30% Promoter Group Tata Sons Limited India b) Business combination Subsequent to balance sheet date, the Group has signed a Business Transfer Agreement with M/s. Allied Silica Limited to acquire their business of precipated silica, on a slump sale basis for a consideration of ` 123 crore (subject to fulfilment of certain agreed conditions and milestones). The effect of the transfer will be reflected in the financial information of the period in which the deal is consummated post fulfillment of agreed conditions.
238 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements ent unt ces. ces. 239 MLP As at As at s of the in crore ` ments are ments are e leases are e leases are t dates. 31 March, 2017 31 March, Present value of value Present As at As at 83.60 92.59 89.41 87.74 314.47 279.74 payments As at 31 March, 2017 31 March, As at Minimum lease 31 March, 2018 31 March, MLP 23.80 43.04 Consolidated Financial Statements Present value of value Present 19.14 crore) has been charged to the Consolidated Statement Statement the Consolidated to has been charged 19.14 crore) ` 31 March, 2018 31 March, payments As at Minimum lease 19.25 crore (2017: 19.25 crore ` (i) than one year Not later and cost of materials consumed) (included in rent the year for and Loss of Profit * In Statement the Consolidated (ii) years than five and not later than one year Later (iii) years than five Later 138.28 102.59 contributed and any shortfall in the fund assets based on Government specified minimum rates of return relating to current servi current shortfall to contributed and any relating of return specified minimum rates on Government in the fund assets based incurred. in which these are as an expense in the year recognised are Such contribution and shortfall if any, and Loss. of Profit benefit plan and towards pension and superannuation funds, defined contribution retirement plans for qualifying employees. The qualifying employees. plans for defined contribution retirement funds, pension and superannuation benefit plan and towards Trustee by the and the superannuation fund is administered Fund the Provident of Trustees by the fund is administered provident the extent fund to of the amo the provident to pay liable to its domestic subsidiaries and are The Company Superannuation Fund. Total of minimum lease payments of minimum Total Particulars (a) period: a for minimum lease payments of The total (b) (non-cancellable recognised operating lease)* payments Lease 114.65 119.91 Particulars Within one yearWithin years than five more but not After one year years than five More lease payments minimum Total finance charges : amounts representing Less lease payments of minimum value Present Included as: in the financial statements - Non-current 18) (note borrowings maturity- Current 19) of finance lease obligations (note 21.36 contrac at respective fixed are 12% per annum, underlying 8% to leases, all obligations under finance from ranging rates Interest leases Operating 4.77 23.80 18.43 28.57 7.21 15.66 23.80 - 5.37 5.37 12.19 50.10 43.04 7.06 - 26.57 18.43 43.04 7.87 23.54 27.54 7.31 19.50 a sum of contribution On account of the above plans, (PSOR\HHEHQHȴWVREOLJDWLRQV (A) and domestic subsidiaries In respect of the Company a defined contribution in substance retirem fund, and its domestic subsidiaries provident make The Company contribution towards as follows: The Group has finance lease contracts for certain items of plant and machinery and vehicles. The Group’s obligations under financ obligations The Group’s certain finance lease contracts has The Group for and machinery of plant items and vehicles. Finance lease commitments Finance 37. leases and operating purchase) (including hire leases Finance (‘MLP’) minimum lease payments net minimum lease pay value of the under finance lease contracts the present with together Future secured by the lessor’s title to the leased assets. the leased title to lessor’s by the secured The Company and its domestic subsidiaries make annual contributions to the Tata Chemicals Employees’ Gratuity Trust and to the Employees’ Group Gratuity-cum-Life Assurance Scheme of the Life Insurance Corporation of India, for funding the defined benefit plans for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement or death while in employment or on termination of employment. Employees, upon completion of the vesting period, are entitled to a benefit equivalent to either half month, three fourth month and full month salary last drawn for each completed year of service depending upon the completed years of continuous service in case of retirement or death while in employment. In case of termination, the benefit is equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972. Vesting occurs upon completion of five years of continuous service. The Company also provides post retirement medical benefits to eligible employees under which employees at Mithapur who have retired from service of the Company are entitled for free medical facility at the Company hospital during their lifetime. Other employees are entitled to domiciliary treatment exceeding the entitled limits for the treatments covered under the Health Insurance Scheme upto slabs defined in the scheme. The floater mediclaim policy also covers retired employees based on eligibility, for such benefit. The Company provides pension, housing/house rent allowance and medical benefits to retired Managing and Executive Directors who have completed ten years of continuous service in Tata Group and three years of continuous service as Managing Director/Executive Director or five years of continuous service as Managing Director/Executive Director. The directors are entitled upto seventy five percent of last drawn salary for life and on death 50% of the pension is payable to the spouse for the rest of his/her life. Domestic subsidiaries also include a supplemental pay scheme (a life long pension), an unfunded scheme, covering certain Executives. Family benefit scheme is applicable to all permanent employees in management, officers and workmen who have completed one year of continuous service. Incase, of untimely death of the employee, the nominated beneficiary is entitled to an amount equal to the last drawn salary (Basic Salary, DA and FDA) till the normal retirement date of the deceased employee. The most recent actuarial valuations of plan assets and the present values of the defined benefit obligations were carried out at 31 March, 2018. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method. (B) In respect of overseas subsidiaries and joint ventures, the liabilities for employee benefits are determined and accounted sa per the regulations and principles followed in the respective countries. (i) UK and Kenyan subsidiaries The Homefield Pvt UK Limited - Group operates defined contribution schemes, under which costs of ` 12.66 crore (2017: ` 9.02 crore) are charged to the Consolidated Statement of Profit and Loss on the basis of contributions payable. The Group also operates defined benefit schemes, the assets of which are held in separate trustee administered funds. Defined benefit scheme - Tata Chemicals Europe Limited (‘TCEL’) TCEL operates defined benefit pension arrangements in UK, which were available to substantially all employees but are now closed to new members and closed for further accruals from 31 May, 2016. The assets of the scheme are held in separate trustee administered funds. As part of the 2014 valuation, a new payment schedule has been agreed between the trustees of the pension scheme and TCEL whereby TCEL will make contributions towards the deficit in the fund from June 2016 to February 2041. TCEL will also continue to make contributions towards the expenses of the fund and to cover cost of future accrual benefits for the remaining active members. The present value of the defined benefit obligation, the related current service cost and past service cost were measured using the projected unit method. The projected unit method is an accrued benefits valuation method in which the scheme liabilities make allowance for projected earnings. Defined benefit scheme - British Salt Limited (‘BSL’) BSL operates defined benefit pension arrangements in UK. Eligible employees of the salt business were members of the British Salt Retirement Income and Life Assurance Plan (‘RILA’) which was closed to future accrual and new members on 31 January, 2008. RILA is funded by the payment of contributions to a defined benefit scheme and separately administered trust fund. The fund is valued every three years using the projected unit method by an independent, professionally qualified actuary who has also set the contribution rates for the year. The most recent triennial valuation was performed as in June, 2016. The assumptions which had the most significant effect on the results of the valuation were those relating to investment returns and price inflation. (ii) USA subsidiaries - Tata Chemicals North America and its subsidiaries (‘TCNA’) TCNA also sponsor defined contribution retirement savings plans. Participation in one of these plans is available to substantially all represented and non-represented employees. TCNA matches employee contributions up to certain predefined limits for non- represented employees based upon eligible compensation and the employee’s contribution rate.
240 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements h st or s of 241 in crore in crore ` March, 2018 March, - - Consolidated Financial Statements 3.90 crore) for the year ended 31 March, 2018 and 31 March, 2017 31 March, 2018 and 31 March, ended the year for crore) 3.90 ` Funded Unfunded Funded Unfunded 4,909.65 270.50 4,626.73 370.29 4.04 crore (2017: (2017: crore 4.04 ` the TCNA. Vesting requirements are two years. TCNA’s funding policy is to annually contribute the statutorily required minimum minimum funding policy annually contribute the statutorily required is to TCNA’s two years. are requirements Vesting TCNA. the benefits covering post retirement non-pension plans providing also maintains several TCNA amount as actuarially determined. basis. funds these benefits on a pay-as-you-go TCNA substantially all hourly and certain salaried employees. Plan assets responsibility f which has oversight Committee, Investment TCNA’s by approved were Trust in the Masterallocation of the assets plans. the retirement on a going-concern invested basis with the primary are fund assets Pension objectiveof providing annually. reviewed which are market with available level consistent of return and moderate opportunities, rates reasonable investment, a quality of standard risk. respectively. benefit post retirement plans and other Pension retirement pension benefit is determined by the employee’s credited service and, in most plans, final average annual earnings service wit final average credited in most plans, and, benefit is determined pension by the employee’s retirement At the end of the yearAt fertilisers and customised business urea * Pertaining to 4,900.90 269.24 4,609.78 367.56 Exchange fluctuationsExchange Drug Subsidy ReimbursementRetiree discontinued operationsPertaining to - (8.75) 400.99 1.44 (1.26) 0.22 (16.95) - (503.21) (2.73) 1.03 (4.40) At the beginning of the yearAt the beginning serviceCurrent cost costInterest (gain)/loss Remeasurements Actuarial (gain) / loss arising from: - Changes in financial assumptions- assumptions Changes in demographic - Experience adjustmentsBenefits paid out*Transfer Service CostPast 4,626.73 32(a)) amendments (note Plan (103.12) (9.24) 370.29 43.33 4,553.73 (12.16) 150.94 0.79 8.76 8.81 324.49 534.57 17.88 19.83 (12.80) (192.76) 45.36 - (17.22) 1.19 165.44 41.57 (2.68) (82.80) (11.63) (14.22) 6.49 (6.89) 17.12 (183.60) - 3.17 - (16.50) 6.24 - - Particulars 2018 Ended 31 March, Year 2017 Ended 31 March, Year policyThe investment and Trust. in a Master managed on a commingled basis defined benefit plans are TCNA’s The assets of TCNA, by adopted and Procedures Policies of Investment with the statement in accordance invested The pension fund assets are 31 as at financial statements consolidated in the Group’s the funded status and amounts recognised tables set out The following contribution these plans was to TCNA’s and 31 March, 2017 for the Defined benefits plans: 2017 for and 31 March, (i) obligation: Changes in the defined benefit annual po A participating pension plans covering defined benefit all employees. substantially maintains several employee’s TCNA (ii) Changes in the fair value of plan assets: ` in crore Particulars Year Ended 31 March, 2018 Year Ended 31 March, 2017 Funded Unfunded Funded Unfunded At the beginning of the year 3,474.20 - 3,411.88 - Interest on plan assets 113.45 - 74.94 - Administrative expenses (11.57) - (4.02) - Remeasurement (gain)/loss Annual return on plan assets less interest on plan assets 56.08 - 446.36 - Impact of assets ceiling (0.37) - - - Contributions 59.42 - 108.96 - Benefits paid (192.76) - (183.60) - Exchange fluctuations 306.02 - (380.32) - 3,804.47 - 3,474.20 - Pertaining to discontinued operations (7.10) - (16.48) - 3,797.37 - 3,457.72 - Transfer out* (16.15) - - - At the end of the year 3,781.22 - 3,457.72 - Liability (net) 1,119.68 269.24 1,152.06 367.56 * Pertaining to urea and customised fertilisers business (iii) Net employee benefit expense for the year: ` in crore Particulars Year Ended 31 March, 2018 Year Ended 31 March, 2017 Funded Unfunded Funded Unfunded Current service cost 43.33 8.76 45.36 6.49 Past Service Cost 1.19 - - - Plan Amendments - (82.80) - - Interest on defined benefit obligation (net) 37.49 17.88 90.50 17.12 Pertaining to discontinued operations (1.03) - (1.02) (0.28) Components of defined benefits costs recognised in profit or loss 80.98 (56.16) 134.84 23.33 Remeasurements of the net defined benefit liability/(asset) Actuarial (gain) / loss arising from: - Changes in financial assumptions (103.12) (12.16) 534.57 41.57 - Changes in demographic assumptions (9.24) 0.79 19.83 (2.68) - Experience adjustments 8.81 (12.80) (11.63) 3.17 Impact of assets ceiling 0.37 - - - Return on plan assets less interest on plan assets (56.08) - (446.36) - Components of defined benefits costs recognised in other comprehensive income (159.26) (24.17) 96.41 42.06 Net employee benefit expense (78.28) (80.33) 231.25 65.39
(iv) Categories of the fair value of total plan assets : ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 Government Securities/Corporate Bonds (Quoted) 2,190.92 1,980.45 Government Securities/Corporate Bonds (Unquoted) 469.13 428.06 Equity Instruments (Quoted) 332.48 194.51 Equity Instruments (Unquoted) 530.64 609.64 Insurer Managed/Hedged Funds 81.69 78.48 Others (Quoted) 135.41 131.69 Others (Unquoted) 64.20 51.36 Total 3,804.47 3,474.20 Each year an Asset-Liability-Matching study is performed in which the consequences of the strategic investment policies are analysed in terms of risk-and-return profiles. Investment and contribution policies are integrated within this study.
242 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 243 As at As at in crore ` ance Sheet date for the estimated the estimated for ance Sheet date corporate bonds. ed upon by the Auditors. 31 March, 2017 31 March, on and other relevant factors. on and other relevant As at As at 31 March, 2017 31 March, As at As at Consolidated Financial Statements 31 March, 2017 31 March, As at As at 31 March, 2018 31 March, India USA Plans UK Plans As at As at TCL Rallis USA UK Funded Unfunded Funded Unfunded Funded 31 March, 2018 31 March, Increase Decrease Increase Decrease Increase Decrease Increase Decrease 7.50% to 8.00% p.a. 8.00% p.a. 7.50% to 8.00% p.a. 7.50% to p.a.9.00% to 4.50% NA NA As at As at India UK USA India UK USA 31 March, 2018 31 March, As at 31 March, 2018 at 31 March, As 2017 at 31 March, As 7.78% p.a. 7.75% to 2018 at 31 March, As 7.29% p.a. 6.85% to 7.78% p.a. 7.75% to 2017 at 31 March, As 8.00% p.a. 7.50% to 7.29% p.a. 6.85% to 8.00% p.a. 7.50% to 2018 at 31 March, As 4.11% p.a. 2017 at 31 March, 9.00% p.a. 4.50% to As 4.29% p.a. 2018 at 31 March, As 2017 at 31 March, As NA NA NA 4.05% p.a. NA NA p.a. 10.00% 8.00% to 4.23% p.a. 10.00% p.a 2.65% p.a. 6.00% p.a. NA 2.5% p.a. 6.00% p.a. NA NA NA NA 7.25% p.a. 7.50% p.a. NA NA NA p.a. 3.05% 2.20% to NA 2.90% p.a. If future investment returns on assets are lower than assumed in valuation, the scheme’s assets will be lower, and the will be lower, assets the scheme’s in valuation, than assumed lower on assets are returns If investment future than expected. higher, funding level although this will be partially the in the value of plan liabilities, an increase by will increase in yields offset A decrease bond holdings. plans’ because pensions are the cost of benefits will increase than assumed, expectancy in life If greater are improvements will be higher than expected. This will mean that the funding level longer than expected. paid for revaluations and deferred as pension increases the cost of benefits will increase than assumed, If inflation is greater linked inflation. to are Average longevity at retirement age for current beneficiaries of the plan (years) current age for longevity retirement at Average term of the obligations. Discount rate for USA Subsidiaries USA UK subsidiaries on high quality is based is based on for and for bonds Discount rate term of the obligations. (b) in actuarial salary promoti considered of future valuation, take The estimates account inflation, seniority, into increases, (c) certified are actuaries by the above, given and reli its employees plans for and other benefit The details of post-retirement Increase in Increase cost Compensation rate increase Pension (a) market prevailing the domestic plans is based on the yields of Indian for Discount rate Government securities as at the Bal Healthcare cost cost Healthcare rate increase Discount rate Discount Particulars Discount rate Discount 0.25% change0.5% change1% change rate Compensation 0.5% change1% change rate Pension 1% change costs Healthcare 1% change# Not material (10.77) - 11.90 - 2.90 - - (2.72) - - 3.29 - - (115.74) - (2.86) 13.41 (3.24) 135.46 - (10.65) - - 3.37 - 2.48 34.06 - - (35.11) (2.24) ------0.33 - (123.20) (0.31) - - 131.09 - - # - - - - # - Assumptions MalesFemales 18 years 8 to 22 years 8 to 25 years 22 to 28 years 25 to 25 years 24 to 27 years 26 to 18 years 8 to 22 years 8 to 21 years 20 to 26 years 25 to 25 years 24 to 27 years 26 to Particulars (vii) Sensitivity Analysis (vii) Sensitivity Impact 2018 change in assumptions as at March, due to on defined benefit obligation Changes in bond yields Changes in risk Longevity Inflation risk (vi) (a) costs: periodic benefit determine net used to Assumptions Investment risk Investment (v) Risk : Exposure below : detailed of which are the most significant a number of risks, to is exposed the Group benefit plans, its defined Through vi (b) vi (b) Impact on defined benefit obligation due to change in assumptions as at March, 2017 ` in crore Assumptions TCL Rallis USA UK Increase Decrease Increase Decrease Increase Decrease Increase Decrease Discount rate 0.25% change ------(119.93) 127.83 0.5% change (13.99) 15.72 - - (116.96) 136.70 - - 1% change - - (3.37) 3.87 - - - - Compensation rate 0.5% change 3.11 (2.94) - - 33.43 (34.48) - - 1% change - - 2.30 (2.59) - - - - Pension rate 1% change 3.83 (3.30) - - - - # # Healthcare costs 1% change 19.58 (15.27) - - 2.15 (2.27) - - # Not material The sensitivity analysis above has been determined based on reasonably possible changes of the respective key assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
(viii) Maturity profile of the defined benefit obligation as at 31 March, 2018 is as follows: ` in crore Particulars India US UK Within the next 12 months (next annual reporting period) 21.97 88.12 105.26 Later than 1 year and not later than 5 years 67.04 386.04 445.75 6 years and above 700.94 535.46 617.23 Weighted average duration of the payments (in no. of years) 7-20 years 14-15 years 16-17 years Maturity profile of the defined benefit obligation as at 31 March, 2017 is as follows: ` in crore Particulars India US UK Within the next 12 months (next annual reporting period) 19.30 81.01 93.48 Later than 1 year and not later than 5 years 70.47 371.60 397.47 6 years and above 810.81 548.17 554.24 Weighted average duration of the payments (in no. of years) 7-20 years 14-15 years 16-17 years
(C) Provident Fund The Company and its domestic subsidiaries operate Provident Fund Schemes and the contributions are made to the recognised funds maintained. The Company and its domestic subbsidiaries are required to offer a defined benefit interest rate guarantee on provident fund balances of employees. The interest rate guarantee is payable to the employees for the year when the exempt fund declares a return on provident fund investments which is less than the rate declared by the Regional Provident Fund Commissioner (‘RPFC’) on the provident fund corpus for their own subscribers. The Actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumptions there is no shortfall as on 31 March, 2018.
The details of fund and plan assets position are given below:
` in crore Particulars As at 31 March, 2018 Plan assets at the end of the year 436.44 Present value of funded obligation 433.10 Amount recognised in the Balance Sheet - Assumptions used in determining present value of obligation of interest rate guarantee under a deterministic approach: Guaranteed rate of return 8.55% - 8.65% Discount rate for remaining term to maturity of investments 7.65% - 7.78% Discount rate 7.75% Expected rate of return on investments 7.99% - 8.38%
244 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 245 in crore in crore ` ` Year ended Year As at 31 March, 2017 31 March, 31 March, 2017 31 March, 1.27 2.41 146.07 374.83 219.03 254.57 (60.13) (345.95) (43.75) (86.25) (325.58) (297.29) 1,808.66 1,768.37 1,896.07 1,754.85 10,350.74 10,344.09 10,684.31 10,678.57 10,345.36 10,680.98 Year ended Year As at 31 March, 2018 31 March, 31 March, 2018 31 March, Consolidated Financial Statements As at 31 March, 2017 31 March, Segment assets Segment liabilities 16,350.03 24,792.95 15,632.51 20,825.04 3,782.38 11,509.82 3,525.08 12,242.23 As at 31 March, 2018 31 March, Unallocated expenditure net of unallocated income net of unallocated expenditure Unallocated costs Finance and tax ventures in joint investment from of profit share before Profit of joint ventures of profit Share expense Tax 1,570.90 1,450.96 0.41 (6.60) 49.23 15.62 Inter segment revenue Inter revenue segment Unallocated (6.65) (5.74) Profit for the year from continuing operations year from for the Profit 1,560.00 1,120.63 Total Segment results Segment results Total Unallocated Unallocated 8,442.92 5,192.53 7,727.44 8,717.15 (iii) Others (i) Inorganic chemicals (ii) inputs Agri 8,396.01 8,541.11 (i) Inorganic chemicals (ii) inputs Agri 1,720.79 1,586.53 (iii) Others Particulars Particulars (i) Inorganic chemicals (ii) inputs* Agri (iii) Others 14,297.07 14,010.03 1,863.22 2,993.73 189.74 1,477.75 2,955.41 144.73 736.79 526.89 51.86 42.78
(a) segments about operating Information 1. operations) from (Revenue Segmentrevenue 2.continuing operations) from with profit (Reconciliation Segment result * Including sale assets held for 3. liabilities Segment assets and segment 39. Segment information 39. Segment 39.1 Continuing operations 39.1 Continuing 4. Other information
` in crore Particulars Addition to non-current Depreciation and Other non-cash expenses assets * amortisation Year ended Year ended Year ended Year ended Year ended Year ended 31 March, 31 March, 31 March, 31 March, 31 March, 31 March, 2018 2017 2018 2017 2018 2017 (i) Inorganic chemicals 606.24 591.51 451.94 445.01 129.80 96.96 (ii) Agri inputs 83.83 44.24 47.39 48.55 7.85 4.25 (iii) Others - 6.49 3.30 3.13 3.62 1.12 690.07 642.24 502.63 496.69 141.27 102.33 Unallocated 27.31 11.37 15.38 15.47 3.68 8.89 717.38 653.61 518.01 512.16 144.95 111.22 *Comprises additions to Property, plant and equipment, Capital work-in-progress, Intangible assets and Intangible assets under development.
(b) Information about geographical areas
1. Segment revenue ` in crore Particulars Year ended Year ended 31 March, 2018 31 March, 2017 (i) India 4,980.45 5,056.65 (ii) Asia (other than India) 668.66 832.19 (iii) Europe 1,392.03 1,559.96 (iv) Africa 337.39 325.04 (v) America 2,949.64 2,901.22 (vi) Others 17.19 5.92 10,345.36 10,680.98
2. Non-current assets* ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 (i) India 2,896.39 2,892.01 (ii) Asia (other than India) 0.06 0.10 (iii) Europe 1,287.60 1,123.77 (iv) Africa 120.13 128.23 (v) America 9,675.90 9,447.89 13,980.08 13,592.00 * Non-current assets other than investments in joint ventures, financial assets, deferred tax assets (net) and net defined benefit assets.
246 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 247 in crore in crore amounts ` ` Year ended Year Year ended Year 31 March, 2017 31 March, 31 March, 2017 31 March, (63.41) (175.68) (509.22) (72.12) 5,532.98 1,618.21 1,808.66 5,731.34 1,385.51 1,576.66 1,768.37 1,604.61 1,715.12 361.27 1,651.71 185.59 10,345.36 10,680.98 Year ended Year Year ended Year 31 March, 2018 31 March, 31 March, 2018 31 March, Consolidated Financial Statements allocated on a reasonable basis. on a reasonable allocated Discontinued operations Discontinued Particulars (i) Soda Ash (i) Soda (ii) Products and Iodised Salt Vaccum (iii) Agri (iv) Others Revenue from operations (external) from Revenue Result : result Segment costs Finance tax before Profit expenses Tax after tax operations discontinued from Profit 4,086.91 1,142.49 4,616.83 113.47 Particulars (d) major customers from Revenue notes (e) Other 2017. 2018 and 31 March, ended 31 March, the year for revenue Group’s the to contributed 10% or more single customer No (i) Management namely: has identified two reportable segments, business - Inorganic caustic soda, cement, bulk chemicals and salt. Chemicals: Comprising soda ash, marine chemicals, nutrients speciality Inputs: crop pesticides, - Agri Comprising traded seeds, (ii) purifiers water - Others: and nutritional solutions. spices, Comprising pulses, disclosed on the basis of sales as follows: are revenue segments The geographical (other than India). in Asia (other than India): located - Asia customers Comprising sales to in Europe. located customers Comprising sales to - Europe: in Africa. located - Africa: customers Comprising sales to (iii) in America. located - America: customers Comprising to sales and each of the segments amounts identifiable to assets and liabilities include the respective results, revenue, Segment 39.2 (a) segment about operating Information (c) products major from Revenue products its major from operations continuing from revenue of the Group’s is an analysis following The Other information : ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 Segment assets 1,085.69 2,785.42 Segment liabilities 549.95 836.10 ` in crore Particulars Year ended Year ended 31 March, 2018 31 March, 2017 Addition to non-current assets * 10.58 25.52 Depreciation and amortisation 12.58 40.28 Other non-cash expenses 103.20 18.58 * Comprises additions to Property, plant and equipment, Capital work-in-progress and Intangible assets. (b) Information about geographical area Discontinued operations sells its products mainly within India where the conditions prevailing are uniform. (c) Revenue from major products Discontinued operations segment deals in one product group i.e fertiliser and other agri inputs. (d) Major Customer No single customer contributed 10% or more to the discontinued operations of the Group’s revenue for the year ended 31 March, 2018 and 31 March, 2017.
39.3 Reconciliation of information on reportable segment to Consolidated Balance sheet and Consolidated Statement of Profit and Loss
(a) Reconciliation of profit for the year as per Consolidated Statement of Profit and Loss ` in crore Particulars Year ended Year ended 31 March, 2018 31 March, 2017 Profit for the year from continuing operations (note 39.1 (a) (2)) 1,560.00 1,120.63 Profit for the year from discontinued operations (note 39.2 (a)) 1,142.49 113.47 Profit for the year as per Consolidated Statement of Profit and Loss 2,702.49 1,234.10
(b) Reconciliation of total assets as per Consolidated Balance Sheet ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 Total assets as per continuing operations (note 39.1 (a) (3)) 24,792.95 20,825.04 Total assets as per discontinued operations (note 39.2 (a)) 1,085.69 2,785.42 Total assets as per Consolidated Balance Sheet 25,878.64 23,610.46
(c) Reconciliation of total liabilities as per Consolidated Balance Sheet ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 Total liabilities as per continuing operations (note 39.1 (a) (3)) 11,509.82 12,242.23 Total liabilities as per discontinued operations (note 39.2 (a)) 549.95 836.10 Total liabilities as per Consolidated Balance Sheet 12,059.77 13,078.33
248 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 249 As at in crore ` onsidered onsidered 31 March, 2017 31 March, 31 March, 2018 31 March, Consolidated Financial Statements Assets Liabilities Assets Liabilities As at 31 March, 2018 31 March, As at 2017 31 March, As at Forward contractsForward contractsForward contractsForward contractsForward contractsForward contractsForward contractsForward contractsForward contractsForward USD/INROption contracts EUR/INR swaps rate currencyCross interest CHF/INRCommodity futures EUR/GBPCommodity futures USD/GBPCommodity futures GBP/USD fixed to USD/INR and Floating swaps rate Interest USD/ZAR JPY/INR INR/USD USD/INR Heavy fuel oil Natural Gas (US) Natural Gas (UK) $ 126.7 million fixed to Floating $ 17.7 million $ 190 million € 1.8 million $ 89.7 million € 20.9 million million € 0.4 € 15.6 million - £ 9 million JPY 487.3 million CHF 0.7 million $ 1 million JPY 112.1 million £ 13.2 million - $ 6.8 million 63.4 crore 68.8 million therms 48.2 million therms $ 3 million $ 0.9 million 6.8 MMBTU 2800 MT $ 424 million 5.7 MMBTU 14000 MT $ 472 million - - Derivative instrumentsDerivative Underlying As at Total designated derivatives derivatives designated Total in a hedge relationship not designated Derivatives contracts- Forward - Option contracts swaps rate currency- Cross interest un-designated derivatives Total portion current Total Non-current portion hedges in cash flow designated Derivatives contracts- Forward swaps rate - Interest - Commodity futures derivatives designated Total in a hedge relationship not designated Derivatives 35.11 swaps rate currency- Cross interest un-designated derivatives Total non-current portionTotal 8.01 Total 19.25 10.77 2.68 0.08 18.72 0.13 45.88 - 0.13 15.59 12.73 19.38 6.32 - 6.32 1.21 4.87 7.82 4.87 3.70 11.87 - 25.04 20.72 17.60 - - - 11.87 - - - 20.72 2.83 36.31 11.87 0.38 - 0.33 2.50 0.38 - 9.44 63.48 3.21 1.35 6.27 3.17 1.35 31.25 - 10.79 28.25 47.10 Particulars Current portion Current hedges flow in Cash designated Derivatives contracts- Forward swaps rate - Interest - Commodity futures 0.70 6.01 28.40 4.82 5.01 9.42 3.43 4.88 10.41 4.70 8.67 2.22 (b) (b) in the table below: given outstanding are financial instruments of derivative amounts notional details of the gross The for hedge accounting. for Derivatives not designated in a hedge relationship are effective as hedges from an economic perspective, however these are not c these are however an economic perspective, as hedges from effective are in a hedge relationship Derivatives not designated (a) below: given are financial instruments derivative outstanding details of the various The 'HULYDWLYHȴQDQFLDOLQVWUXPHQWVDQGKHGJLQJDFWLYLWLHV (c) The following table analyses the movement in the effective portion of Cash Flow Hedge Reserve (‘CFHR’) for the year ended 31 March, 2018 and 2017 ` in crore
Particulars Forward Interest rate Commodity Total contracts swaps contracts Balance as at 1 April, 2016 (3.02) (5.15) (59.78) (67.95) Net (losses) / gains recognised in the CFHR (15.88) (3.77) 20.47 0.82 Amount re-classified from the CFHR and included in the Consolidated Statement of Profit and Loss (due to settlement of contracts) within: Power and Fuel cost - - 40.29 40.29 Other expenses 16.28 - - 16.28 Finance costs - 17.75 - 17.75 Deferred income tax 1.48 (1.92) (1.15) (1.59) Balance as at 31 March, 2017 (1.14) 6.91 (0.17) 5.60 Net (losses) / gains recognised in the CFHR (10.21) 9.82 (4.30) (4.69) Amount re-classified from the CFHR and included in the Consolidated Statement of Profit and Loss (due to settlement of contracts) within: Power and Fuel cost - - 12.05 12.05 Other expenses 9.38 - - 9.38 Finance costs - (2.61) - (2.61) Deferred income tax (0.49) (1.66) 1.71 (0.43) Balance as at 31 March, 2018 (2.45) 12.46 9.29 19.31
250 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 251 in crore in crore ` ` value value Total carrying Total Total carrying Total cost cost Amortised Amortised hedging hedging Consolidated Financial Statements relationship relationship Derivatives in Derivatives Derivatives in Derivatives - - 11.87 17.21 29.08 0.13 31.12 8,004.35 8,035.60 hedging hedging Derivatives Derivatives Derivatives Derivatives relationship relationship in other than in other than FVTPL FVTPL Investments - - Investments Investments - - Investments FVTOCI FVTOCI Investments - Investments Investments - Investments Equity instrument at fair value in mutual fundsInvestment 2,274.70 - - 220.52 - current - - - - 2,274.70 - 220.52 1.35 9.44 20.00 30.79 Equity instrument at fair value in mutual fundsInvestment 2,395.85 - - 91.81 - current - - - - 2,395.85 - 91.81 Financial assets Financial (a) - non current Investments (b) - current Investments (c) receivables Trade (d) and cash equivalents Cash (e) Other bank balances(f) - non current Loans (g) - current Loans (h) Other financial assets - non current(i) Other financial assets - currentTotal liabilities Financial (a) - non current Borrowings (b) - - current Borrowings (c) - payables Trade (d) - Other financial liabilities - non - (e) - - Other financial liabilities - current - Total ------0.38 2,274.70 - - 6.32 - 2.83 - - 220.52 18.72 - 1,451.45 - - 5.27 6.70 2,092.18 - 1,451.45 56.90 213.39 - - 2,092.18 20.72 21.55 8.48 8.01 - 81.94 213.39 3,828.99 1.79 15.59 - - 6,352.46 8.01 4,361.02 2,371.86 - 1.79 4,361.02 2,408.17 721.08 - 22.07 1,318.23 721.08 1,318.23 25.03 8,792.19 8,839.29 Financial assets Financial (a) - non current Investments (b) - current Investments (c) receivables Trade (d) cash equivalents and Cash (e) Other bank balances(f) - non current Loans (g) - current Loans (h) Other - non-current financial assets (i) Other financial assets - currentTotal liabilities Financial (a) - non-current Borrowings (b) - - current Borrowings (c) - payables Trade (d) - Other - non- financial liabilities ------4.87 - 2,395.85 - - 10.77 - 12.73 - - 91.81 35.11 - 3,945.93 - 5.41 - 15.64 1,307.86 101.24 - 3,945.93 537.11 - 23.01 - 1,307.86 47.84 147.12 9.68 - 537.11 5,908.86 1.63 - - 8,460.00 9.68 5,394.02 - 1.63 5,394.02 140.21 - 1,478.58 140.21 1,478.58 Particulars (e) Other liabilities - current financial Total 0.13 19.25 974.33 993.71 Particulars The following table presents the carrying table presents The following category amounts of each 2017. of financial assets and liabilities as at 31 March, (a) category by instruments Financial the carrying table presents The following category amounts of each 2018. 31 March liabilities as at of financial assets and 'LVFORVXUHVRQȴQDQFLDOLQVWUXPHQWV (b) Fair value hierarchy All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows: Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. The following table provides the fair value measurement hierarchy of the Group’s financials assets and liabilities that are measured at fair value or where fair value disclosure is required.
` in crore Particulars As at 31 March, 2018 Total Quoted Significant Significant prices in observable unobservable active markets inputs inputs (Level 1) (Level 2) (Level 3) Assets measured at fair value: Derivative financial assets Cross currency interest rate swaps 12.88 - 12.88 - Commodity futures 32.10 - 32.10 - Interest rate swaps 13.83 - 13.83 - Forward contracts 4.59 - 4.59 - Option contracts 0.08 - 0.08 -
FVTOCI financial investments Quoted equity instruments 1,744.29 1,744.29 - - Unquoted equity instruments 651.56 - - 651.56
FVTPL financial investments Investment in mutual funds 91.81 - 91.81 -
Liabilities measured at fair value: Derivative financial liabilities Forward contracts 4.95 - 4.95 - Interest rate swaps 5.01 - 5.01 - Commodity futures 21.29 - 21.29 -
Liabilities for which fair values are disclosed : Borrowings: Unsecured non-convertible debentures 256.32 256.32 - -
There have been no transfers between levels during the period.
252 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements nd ese alue nge. 253 in crore in crore ` ` nvestments nvestments inputs Equity (Level 3) (Level Significant Significant investments- investments- unobservable FVTPL financial inputs financial (Level 2) (Level Significant Significant investments investments observable Total FVTOCI Consolidated Financial Statements As at 31 March, 2017 31 March, As at prices in prices (Level 1) (Level active markets active markets Total Quoted measured at fair value and falling under fair value hierarchy Level 3 are valued on the basis of valuation reports valued by 3 are provided Level at fair value and falling under fair value hierarchy measured of fair v estimate as an appropriate cost has been considered external where of certain valuers with the exception investments, because of a wide range of possible fair value measurements and cost represents the best estimate of fair values within that ra the best estimate and cost represents because of a wide range of possible fair value measurements other current financial assets and liabilities approximate their carrying the short-term financial assets and liabilities approximate due to other current amounts largely maturities of th instruments. Particulars Assets measured at fair value: at Assets measured financial assets Derivative swaps rate currency Cross interest Commodity futures swaps rate Interest contractsForward financial investments FVTOCI equityQuoted instruments equityUnquoted instruments FVTPL financial investments in mutual fundsInvestment value: fair at Liabilities measured financial liabilities Derivative 6.70 swaps rate currencyCross interest contractsForward swaps rate Interest Commodity futures - 10.74 disclosed : are values which fair Liabilities for Borrowings: 1,679.28 7.38 595.42 non-convertibleUnsecured debentures 3.43 6.70 during between the period. levels been no transfers have There 1,679.28 - 220.52 - - - 1.35 10.74 - - 7.38 18.29 - 3.43 262.90 - - 25.42 577.13 220.52 - 11.84 - 8.49 262.90 - 1.35 ------25.42 11.84 8.49 - - - - Addition / (deletion) during the yearAddition Other income value through comprehensive / (less): Fair Add 2018 31 March, as at Balance 89.34 89.34 (14.91) - (14.91) 651.56 651.56 - - Balance as at 31 March, 2017 31 March, as at Balance 577.13 577.13 - Particulars Balance as at 1 April 2016 / (deletion) during the yearAddition Other income value through comprehensive / (less): Fair Add 21.07 21.07 (2.89) - 558.95 556.06 - (2.89) 2.89 (b) (b) hierarchy value Fair (ii) The I market quoted derived from prices in active are markets. quoted, which are The fair values of the equity investment (d) determine fair value technique to Valuation the fair values of financial instruments: estimate used to methods and assumptions were The following (i) a bank overdrafts trade payables, trade receivables, value of cash and cash equivalents, The management assessed that fair (c) 3 fair values. level for to the closing balance the opening balance from a reconciliation tables shows following The (iii) The Group enters into derivative financial instruments with various counterparties, principally financial institutions with investment grade credit ratings. The fair value of derivative financial instruments is based on observable market inputs including currency spot and forward rate, yield curves, currency volatility, credit quality of counterparties, interest rate curves and forward rate curves of the underlying commodity etc. and use of appropriate valuation models. (iv) The fair value of non-current borrowings carrying floating-rate of interest is not impacted due to interest rate changes, and will not be significantly different from their carrying amounts as there is no significant change in the underlying credit risk of the Group (since the date of inception of the loans). (v) The fair values of the 10% unsecured redeemable non-convertible debenture (included in non-current borrowings) are derived from quoted market prices. The Group has no other long-term borrowings with fixed-rate of interest.
(e) Financial risk management objectives The Group is exposed to market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The Group’s risk management strategies focus on the un-predictability of these elements and seek to minimise the potential adverse effects on its financial performance. The Board of Directors/Committee of Board of the respective operating entities approve the risk management policies. The implementation of these policies is the responsibility of the operating entities. The Board of Directors/Committee of Board of the respective operating entities periodically review the exposures to financial risks, and the measures taken for risk mitigation and the results thereof. All hedging activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. The Group’s policy is not to trade in derivatives for speculative purposes. Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk, such as equity price risk and commodity price risk. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity price fluctuations, commodity price, liquidity and other market changes. Financial instruments affected by market risk include borrowings, deposits, investments and derivative financial instruments. Foreign currency risk management Foreign exchange risk arises on future commercial transactions and all recognised monetary assets and liabilities which are denominated in a currency other than the functional currency of the entities of the Group. The foreign exchange risk management policy requires operating entities to manage their foreign exchange risk against their functional currency and to meet this objective they enter into derivatives such as foreign currency forwards, option and swap contracts, as considered appropriate and whenever necessary. The Group has international operations and hence, it is exposed to foreign exchange risk arising from various currencies, primarily with respect to USD. As at the end of the reporting period, the carrying amounts of the Group’s foreign currency denominated monetary assets and liabilities, in respect to the primary foreign currency exposure i.e. USD, and derivative to hedge the foreign currency exposure are as follows: ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 USD exposure* Assets 1,151.52 1,019.56 Liabilities (941.62) (1,875.75) Net 209.90 (856.19)
Derivatives to hedge USD exposure Forward contracts - (USD/INR) 115.03 499.30 Option contracts - (USD/INR) 6.04 - Cross currency swaps 825.96 1,232.15 947.03 1,731.45 Net exposure 1,156.93 875.26 * includes exposure relating to discontinued operation. The Group’s exposure to foreign currency changes for all other currencies is not material.
254 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 255 sible e, the e, roup’s roup’s s held s with risks. As at As at ir short in crore in crore in crore income edge the assets, its assets, ` ` ` rivatives is es in market up manages Effect on other ce between fixed ce between fixed comprehensive comprehensive 31 March, 2017 31 March, 31 March, 2017 31 March, As at As at 3,589.38 2,166.71 4,293.07 1,801.24 before tax before Effect on profit Effect on profit 31 March, 2018 31 March, 31 March, 2018 31 March, Consolidated Financial Statements points decrease in basis decrease If 5% / weakened USD by against INR had (strengthened) the year for in profit / increase (Decrease) 57.85 43.76 Particulars Non-current borrowings rate variable interest risk rate hedge interest to Derivatives currency in a hedge relationship)Cross swaps (not designated in Cash flow hedges) swaps (designated rate Interest Total Net exposure 825.96 5,756.09 1,232.15 2,763.42 6,094.31 3,060.92 Particulars Particulars Increase/ 31 March, 201831 March, 201731 March, +50/-50 +50/-50 (28.70)/ 28.70 (28.90)/ 28.89 (0.40) 0.40/ 12.31/ (8.57) change in interest rates on long term floating rate borrowings, with all other variables held constant: borrowings, on long term floating rate rates change in interest Management has concluded that the above mentioned rates used for sensitivity are reasonable benchmarks. reasonable sensitivity are used for mentioned rates Management has concluded that the above constant. The impact on the Group’s profit before tax due to changes in the fair value of monetary in the fair value changes tax due to and de assets and liabilities before profit impactThe on the Group’s constant. as follows: Group’s Management has concluded that the above mentioned rates used for sensitivity are reasonable benchmarks. sensitivity reasonable are used for rates mentioned Management has concluded that the above Group’s non-current debt obligation the riskprimarily to of changes in market the Group’s to exposure relates rates The Group’s rates. rates. floating interest at specified intervals, the differen exchange, to in which it agrees swaps, rate risk interest rate by entering into its interest notional principal amount. an agreed-upon to by reference amounts calculated and variable interest rate tenure. in market changes rates. by not affected interest cash inflows are income and related interest interest rate risk rate as follows: interest sensitivity rate Interest pos a reasonably income to tax and other comprehensive before profit the impact the Group’s table demonstrates to The following currency sensitivity analysis Foreign with all other variable rate, exchange possible change in USD the sensitivity a reasonable demonstrates table to The following market historically and the prevailing rates conditions as at the reporting exchange dat in the foreign Based on the movements market historically and the prevailing rates the G conditions as at the reporting in the interest date, Based on the movements rate interest hedge the to on change in fair of cash flow hedges entered income is calculated on other comprehensive The effect risk management rate Interest risk flows of a financial instrument will fluctuate cash rate the risk is because of chang Interest value or future that the fair policy undertake is generally to The Gro non-currentthat carry using facilities borrowings rate. floating-interest The Group’s risk the rate due to fair value or cash flow interest a significant the short-term do not have the Group of borrowings Moreover, bearing long-term fixed-interest significant or any bearing assets, floating-interest any to exposure does not have the Group As h to and derivative borrowings rate long term variable interest at the end of reporting had the following As the Group period,
Equity price risks management Equity price risk is related to the change in market reference price of the investments in quoted equity securities. The Group’s exposure to equity price risk arises from investments held by the Group and classified in the Consolidated Balance Sheet as FVTOCI. In general, these investments are strategic investments and are not held for trading purposes. Reports on the equity portfolio are submitted to the Group’s senior management on a regular basis. Equity price sensitivity analysis
If prices of equity instrument had been 5% higher/(lower), the OCI for the year ended 31 March, 2018 and 2017 would increase/(decrease) by ` 87.22 crore and ` 83.96 crore respectively. Commodity price risk Certain entities within the Group are affected by the volatility in the price of commodities. Its operating activities require the ongoing production of steam and electricity and therefore require a continuous supply of fuels. Due to potential volatility in the price of fuels, the Group has put in place a risk management strategy whereby the cost of fuels are hedged. Commodity price sensitivity The following table shows the effect of price changes in commodities to OCI due to changes in fair value of cash flow hedges entered to hedge commodity price risk. ` in crore If the price of the future contracts were higher / (lower) by 10% As at As at 31 March, 2018 31 March, 2017 Increase / (decrease) in OCI for the year Natural gas 36.91 28.11 Increase / (decrease) in OCI for the year HFO 0.68 2.80 Credit risk management Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its investing activities, including deposits with banks and financial institutions, investment in mutual funds and other financial instruments. The carrying amount of financial assets represents the maximum credit exposure, being the total of the carrying amount of balances with banks, short term investment, trade receivables and other financial assets excluding equity investments. Trade receivables The Trade receivables of Group are majorly unsecured and derived from sales made to a large number of independent customers. Customer credit risk is managed by each business unit subject to the established policy, procedures and control relating to customer credit risk management. Before accepting any new customer, the Group has appropriate level of control procedures to assess the potential customer’s credit quality. The credit-worthiness of its customers are reviewed based on their financial position, past experience and other factors. The credit period provided by the Group to its customers generally ranges from 0-60 days. Outstanding customer receivables are regularly monitored. The credit risk related to the trade receivables is mitigated by taking security deposits / bank guarantee / letter of credit - as and where considered necessary, setting appropriate payment terms and credit period, and by setting and monitoring internal limits on exposure to individual customers. As the revenue and trade receivables from any of the single customer do not exceed 10% of Group revenue, there is no substantial concentration of credit risk. Financial instruments and cash deposits Credit risk from balances/investments with banks and financial institutions is managed in accordance with the Risk management policy. Investments of surplus funds are made only with approved counterparties and within limits assigned to each counterparty. The limits are assigned based on corpus of investable surplus and corpus of the investment avenue. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments. Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they become due. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements.
256 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements - ing 257 cost liquid As at Total in crore in crore s, and by and s, ntractual ` ` eriod (as at oup will be pings based pings based 31 March, 2017 31 March, for the understanding for years As at 19.38 36.31 31.25 47.10 31 March, 2018 31 March, Consolidated Financial Statements Up-to 1 year years 1-3 3-5 years 5 Above amount able to continue as going concern while maximising the return to stakeholders through an optimum mix of debt and equity stakeholders an optimum mix of debt and continue as going concern to able to while maximising the return through within considering the the capital structure of the Group risk reviews management committee The Group’s capital structure. the overall of capital and the risks with each class of capital. associated As at 31 March, 2018 31 March, As at interest and future Borrowings thereon and other payablesTrade Total 2017 31 March, As at interest and future Borrowings 1,896.18 thereon and other payablesTrade 1,878.97 Total 6,108.17 17.21 1,720.33 885.25 8,004.35 1,700.33 2,764.22 2,914.38 - 7,071.86 2,931.59 2,874.57 20.00 2,889.80 2,874.57 8,792.19 - 2,043.21 4,590.13 5.10 - 5.10 2,063.21 1,896.18 2,629.20 6,679.30 8,575.48 2,629.20 9.51 - 9.51 7,571.72 1,720.33 9,292.05 Particulars Carrying Current portionCurrent Non-current portion years) (within one - three Non-current portion years) than three (more Total 11.87 - 10.78 0.01 Particulars the reporting the contractual to maturity date) date. of the timing of the under-lying cash flows. of the timing of the under-lying on the remaining period (as at that date) to the contractual maturity date. The amounts disclosed in the below table are the co the the below table are The amounts disclosed in the contractual period to maturity (as at that date) on the remaining date. flows. cash undiscounted schemes of mutual funds, which carry mutual funds, schemes of mark market to no/negligible risks. matching the maturity profiles of financial assets and liabilities. The Group invests its surplus funds in bank fixed deposit and its surplusfixed funds in bank invests The Group maturity the matching and liabilities. of financial assets profiles adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual reserves, banking flow cash adequate monitoring by continuously forecast facilities and reserve facilities, borrowing term, medium-term and long term funding and liquidity management requirements. The Group manages the liquidity Group The riskby maintain term, medium-term long term and and liquidity funding management requirements. as their contractual maturity analysis, essential included in the above are All the derivative liabilities are dates financial short The Risk liquidity of the Group’s the management Management an appropriate includes risk Policy framework management for 42. Capital management 42. Capital that the Gr ensure manages its capital to The Group equity. consists of net debt and total The capital structure of the Group p based on the remaining maturity relevant derivative financial liabilities into groupings table analyses the Group’s The below
non-derivative maturity relevant into financial liabilities as at the reporting grou date, the Group’s table analyses The below 5HODWHG3DUW\'LVFORVXUH (a) Related parties and their relationship (as defined under Ind AS 24 Related Party Disclosures) I Joint Ventures Direct
Indo Maroc Phosphore S.A., Morocco Indirect
Joil (S) Pte. Ltd., Singapore (Holding by Tata Chemicals International Pte. Limited)
The Block Salt Company Limited, United Kingdom (Holding by New Cheshire Salt Works Limited)
Natronx Technologies LLC, Unites States of America (Holding by TCSAP) II. Key Management Personnel (‘KMP’)
Mr. R. Mukundan, Managing Director and CEO III. Promoter Group
Tata Sons Limited, India IV. Other Related Parties @
TC Travel and Services Limited (ceased w.e.f 30 October, 2017) Tata Realty and Infrastructure Limited
Tata Consultancy Services Limited Tata Industries Limited
TASEC Limited (formely TAS-AGT Systems Limited) Tata Teleservices Limited
Tata AIG General Insurance Company Limited Ecofirst Services Limited
Tata Autocomp Systems Limited Tata Advanced System Limited
Tata Autocomp Hendrickson Limited Infiniti Retail Limited
Tata Capital Forex Limited (ceased w.e.f 30 October, 2017) Ewart Investments Limited
Tata Capital Financial Services Limited Simto Investment Company Limited
Tata International Limited Tata Chemicals Ltd Provident Fund
Tata Chemicals Ltd Emp Pension Fund Tata Chemicals Superannuation Fund
Tata Chemicals Employees Gratuity Trust TCL Employees Gratuity Fund
Tata AIA Life Insurance Company Limited Tata Consulting Engineers Limited
Tata Business Support Services Limited (ceased w.e.f 27 November, 2017) Tata Investment Corporation Limited
Tata Unistore Limited (formerly Tata Industrial Services Limited)
@ The above list includes the Companies with whom Tata Chemicals Limited has entered into the transactions during the year.
258 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 259 in crore ` 5.15 5.15 KMP Total Other parties Related 0.08 - - 0.19 Other Entities Consolidated Financial Statements Tata Tata Limited Services Tata Sons Tata Consultancy and Limited Services Tata SonsTata Travel TC Promoter of Subsidiaries And Joint ventures Salt Limited Company Company The Block ---- - . LLC Limited Natronx Natronx Technologies Technologies - - 6.10 - - - 4.78 - - 10.88 - - 1.50 0.07 - - 0.28 - - 1.85 - - - 8.19 - - 0.86 - - 9.05 ------0.69 - - 0.69 - - - 54.24 - - 18.88 - - 73.12 ------0.40 - - 0.40 ------37.81 - 37.81 ------5.84 5.84 ------(0.82) (0.82) - - 7.33 - - - 5.64 - - 12.97 - - - 0.22 - 0.04 0.23 - - 0.49 ------0.02 - - - - 0.72 - - - - - 0.72 0.02 - - - 1.63 - - 0.02 - - 1.65 - - - 49.31 - - 17.52 - - 66.83 ------0.40 - - 0.40 ------40.36 - 40.36 ------3.98 3.98 2.95 (0.39) - 31.14 7.56 9.73 7.25 - - 58.24 1.71 1.92 - 26.59 5.21 17.12 5.81 - - 58.36 310.73 - - - - - 2.04 - - 312.77 Joint Ventures of Tata Chemicals of Tata Joint Ventures 290.77 ------290.77 S. A. Indo Maroc Phosphore Particulars in stock of goods (includes Purchase - net transit) Sales Other Services (net of - expenses reimbursements) Other Services - Income Dividend received Deposit received purchases Miscellaneous ------Dividend paid Interest paid Interest Contributions to employee benefit trusts employee to Contributions Compensation To KMPs To Compensation benefits Short-term employee Post-employment benefits Post-employment Amount receivables / advances Amount receivables 31 March, 2018As at 2017 31 March, As at (in respect of goods Amount payables purchased and other services) 31 March, 2018As at 2017 31 March, As at on account of any Amount receivable management contracts - 0.54 31 March, 2018As at 2017 31 March, As at 0.52 - - 35.47 0.70 2.12 0.64 4.52 - - 0.11 - - - 6.71 - - 28.62 - - 0.28 - - - 0.60 0.26 0.07 0.64 2.62 0.59 0.72 23.31 - 0.01 2.49 2.88 - - - - 24.65 - 3.81 0.06 13.03 72.75 - - 0.13 Transactions with Related parties (as defined under Ind AS 24) during the year ended 31 March, 2018 and balances outstanding outstanding parties and balances 2018 with Related 31 March, year ended under (as defined during the AS 24) Ind Transactions 2017 31 March, 2018 and as at 31 March, as at The figures in light print are for previous year. previous for in light print are The figures
(b) Footnote: 44. Commitments ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 Estimated amount of contracts remaining to be executed on capital account and not provided for 348.24 146.89 Capital commitment towards investment in joint ventures/subsidiaries 1.20 - Commitment towards partly paid investments 9.19 - For commitments related to derivatives and leases refer note 40 and 37 respectively. The above commitments include ` 1.01 crore (2017 : ` 1.88 crore) relating to discontinued operations
45. Contingent liabilities and assets 45.1 Contingent liabilities (a) Claims not acknowledged by the Group relating to cases contested by the Group and which, in the opinion of the Management, are not likely to devolve on the Group relating to the following areas: ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 (i) Excise, Customs and Service Tax 49.73 34.38 (ii) Sales Tax 51.70 56.44 (iii) Demand for utility charges 14.47 11.02 (iv) Labour and other claims against the Group not acknowledged as debt 29.59 28.12 (v) Income Tax (pending before Appellate authorities in respect of which the Group is in appeal) 656.29 500.21 (vi) Income Tax (decided in Group’s favour by Appellate authorities and Department is in further appeal) 47.15 47.15 (vii) Contractual obligation upto 100.11 -
Item (i) to (vii) above includes ` 136.65 crore (upto) (2017: ` 45.37 crore) relating to discontinued operations.
(b) Various claims pending before Industrial Tribunals and Labour Courts of which amounts are indeterminate.
45.2 Contingent assets ` in crore Particulars As at As at 31 March, 2018 31 March, 2017 (a) Income Tax (pending before Appellate authorities in respect of which the Group is in appeal) 87.02 87.02 (b) Legal cases - 0.24
260 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements 261 in crore ` total total income As % of consolidated consolidated comprehensive comprehensive Share in total comprehensive income comprehensive in total Share in crore ` income Consolidated Financial Statements other income As % of consolidated consolidated comprehensive comprehensive in crore ` Share in Profit or Loss or in Profit Share comprehensive in other Share As % of profit or loss profit consolidated consolidated in crore ` 9.59 2,988.63 (6.83) (342.52) - - (5.53) (342.52) total liabilities total assets As % of consolidated net consolidated owners and non-controlling interests and non-controlling owners Foreign Subsidiaries Foreign Ltd. Parent Limited Chemicals Tata Subsidiaries Indian Subsidiaries 36.32 11,324.14 35.21 1,766.96 87.86 1,031.58 45.20 2,798.54 Name of the Company Name of the Company assets minus total Net Assets i.e. 1 Limited Pte. Chemicals International 2 Tata 3 UK Limited Homefield Pvt. 4 2 UK Limited Homefield Holdings Limited Chemicals (Europe) 5 Tata 10.50 6 Limited Brunner Mond Group Limited Chemicals Europe 7 Tata 3,274.30 (1.57) Chemicals Magadi Limited8 Tata (Pty) Chemicals South Africa 9 Limited Tata (3.46)10 Limited Management Northwich Resource (488.11) 0.69 Holdings Limited Chemicals Africa Tata (1,079.05)11 0.10 Limited Company Magadi Railway 2.04 12 (2.39) 0.14 CHP Limited Winnington 34.55 15.46 13 (0.60) (0.84) Holdings (UK) Limited Gusiute 30.54 - 14 634.60 (744.57) 0.01 Holdings Inc. Valley 15 44.01 (188.33) 775.78 Chemicals North America Inc. Tata 16 (42.11) (0.01) - (UK) Limited TCNA 17 (5.07) - 0.31 1.85 - Inc. Chemical International General 18 0.26 0.80 Holdings Inc. NHO Canada 19 - (0.58) 15.60 (254.63) 0.01 Chemicals (Soda Ash) Partners Tata 20 15.43 (0.09) - 0.01 2.72 Holdings TCSAP 13.01 21 40.37 4,864.18 - LLC TCSAP 22 0.21 21.00 9.43 2.39 - 1 ( Mauritius) Pvt. Venture Bio Energy - (4.33) 847.10 - 0.56 - 23 0.11 - 2.12 4.15 6,547.88 - British Salt Limited24 0.01 2.49 110.72 - 1.14 12.53 Salt Holdings Limited Cheshire 25 1.48 - 34.55 0.01 1,294.28 Salt Limited Cheshire 106.33 - 26 1.33 1.53 (0.64) (39.62) - Limited (2.32) Brinefield Storage 27 1.70 - 775.78 - 57.35 2 Limited Storage Cavity Cheshire 74.47 - 28 - - 0.01 8.91 Limited Compressor Cheshire - 29 (143.91) - 0.67 76.95 - 0.25 - Limited Irish Feeds 30 0.01 0.01 0.21 1.77 LimitedWorks - Salt New Cheshire 31 447.30 (0.58) (0.01) - 1.90 - - Indonesia Metahelix Lifesciences PT. 0.39 32 41.70 (0.07) 15.43 - ALCAD - 0.60 - 20.80 13.01 - 0.03 3.44 - (0.01) 120.50 - - (4.33) - - - - 0.05 10.07 20.53 1.26 0.01 1.72 - - - - - (0.05) (0.32) * 1.49 1,030.21 - 0.06 1.20 - 15.95 - 106.33 16.25 78.15 * 2.09 - 1.24 74.69 - - - - - 74.47 2.93 815.21 7.22 0.02 (0.02) - - * 76.95 - 0.63 0.03 0.01 - 447.30 - - - (1.17) 0.85 - - - - 7.37 - 8.79 0.60 - (0.01) - - - - 16.64 - - - - 1.33 2.32 - (0.32) - 1,030.21 - 13.17 0.05 82.06 116.37 - - - - - 815.21 - 2.93 (0.02) 0.01 - - - - (1.17) - 0.85 ------1.88 - 116.37 12 Rallis India Limited3 Rallis Chemistry Exports Limited4 Metahelix Life Sciences Ltd Ltd. Organics Agro Waste 5 Zero Foundation Social Enterprise Ncourage - 0.00 3.78 0.35 0.05 (0.17) 1,178.85 109.57 0.05 16.20 2.82 0.48 - 0.04 - 141.49 23.96 (0.01) 1.94 (0.01) - (0.01) - (0.16) - (0.07) - 2.28 - * 0.39 - 141.33 0.03 23.89 - - (0.01) 1.94 - Sr. Sr. No. 6WDWHPHQWRIQHWDVVHWVDQGSURȴWRUORVVDWWULEXWDEOHWR Sr. Name of the Company Net Assets i.e. total assets minus Share in Profit or Loss Share in other comprehensive Share in total comprehensive income No. total liabilities income As % of ` in crore As % of ` in crore As % of ` in crore As % of ` in crore consolidated net consolidated consolidated consolidated assets profit or loss other total comprehensive comprehensive income income Joint Ventures (Investment as per the Equity method) Foreign 1 JOil (S) Pte. Ltd. and its subsidiaries ------2 The Block Salt Company Limited 0.01 2.53 (0.00) (0.02) - - (0.00) (0.02) 3 Natronx Technologies LLC - - (0.04) (1.91) - - (0.03) (1.91) 4 Indo Maroc Phosphore S.A. 1.13 351.42 0.98 48.93 - - 0.79 48.93 Total 100.00 31,176.70 100.00 5,018.08 100.00 1,174.06 100.00 6,192.14 a) Adjustments arising out of Consolidation (17,357.83) (2,315.59) (65.26) (2,380.85) b) Non-controlling Interests Indian Subsidiaries Rallis India Limited (655.44) (90.76) 0.15 (90.61) Foreign Subsidiaries TCSAP Holdings (2,060.61) (179.25) (11.25) (190.50) PT. Metahelix Lifesciences Indonesia (1.11) 0.60 - 0.60 (2,717.16) (269.41) (11.10) (280.51) Consolidated 11,101.71 2,433.08 1,097.70 3,530.78 * value below ` 50,000/-
$SSURYDORIȴQDQFLDOVWDWHPHQWV These financial statements were approved for issue by the Board of Directors on 18 May, 2018.
Signatures to notes forming part of the consolidated financial statements 1 - 47 As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Bhaskar Bhat Director Chartered Accountants Nasser Munjee Director Firm’s Registration No: 101248W/W - 100022 Dr. Y. S. P. Thorat Director Vibha Paul Rishi Director S. Padmanabhan Director Padmini Khare Kaicker Director Vijay Mathur John Mulhall Chief Financial Officer R. Mukundan Managing Director and CEO Partner Rajiv Chandan General Counsel & Zarir Langrana Executive Director Membership No. 046476 Company Secretary Mumbai, 18 May, 2018
262 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements
263
50,000. below Value 5. `
4. Ncourage Social Enterprise Foundation is incorporated with effect from 8 December, 2017 December, 8 from effect with incorporated is Foundation Enterprise Social Ncourage 4. 3. $ Partner’s capital included as reserves as included capital Partner’s $ 3.
AOC-1 2. @ Shares issued with no par value par no with issued Shares @ 2.
1. The financial statements of subsidiaries are converted into Indian Rupees on the basis of exchange rate as on closing day of day closing on as rate exchange of basis the on Rupees Indian into converted are subsidiaries of statements financial The 1. the financial year. financial the
Footnotes:
8Norg oilEtrrs onain0 eebr 07IR10 .5 (.0 00 00) 00) 100.00 - (0.00) - (0.00) - - * 0.05 (0.00) 0.05 1.00 INR 2017 December, 08 Foundation Enterprise Social Ncourage 38
7ACD2 ac,20 S 51 .9 3.6 3.7 - 333 1.9 - 150 50.00 - 115.09 - 115.09 353.37 - 30.67 39.46 8.79 - 65.18 USD 2008 March, 26 ALCAD 37
6NwCehr atWrsLmtd1 aur,21 B 22 .2 94 59 .6 - 07 .9 - 100.00 - 0.79 - 0.79 - 1.26 - 15.95 9.44 6.52 92.28 GBP 2011 January, 18 Limited Works Salt Cheshire New 36
5IihFesLmtd1 aur,21 B 22 100.00 ------* - * 92.28 GBP 2011 January, 18 Limited Feeds Irish 35
4Cehr opesrLmtd1 aur,21 B 22 100.00 ------* - * 92.28 GBP 2011 January, 18 Limited Compressor Cheshire 34
3Cehr aiySoae2Lmtd1 aur,21 B 22 100.00 ------* - * 92.28 GBP 2011 January, 18 Limited 2 Storage Cavity Cheshire 33
2BieedSoaeLmtd1 aur,21 B 22 .1 (.6 - 00 100.00 ------0.05 - (0.06) 0.01 92.28 GBP 2011 January, 18 Limited Storage Brinefield 32
1Cehr atLmtd1 aur,21 B 22 .2 66 00 .2 34 5.6 04 5.0 946 100.00 954.63 755.40 0.46 755.86 - 3.42 0.02 10.09 6.65 3.42 92.28 GBP 2011 January, 18 Limited Salt Cheshire 31
0Cehr atHlig iie 8Jnay 01GP9.8 11 .5 34 .2 - 946 5.3 912 100.00 951.21 954.63 - 954.63 - 3.42 - 3.44 2.25 1.19 92.28 GBP 2011 January, 18 Limited Holdings Salt Cheshire 30
9BiihSl iie 8Jnay 01GP9.8 34 1.8 591 6.7 65 2.9 8.0 1.9 6.1 715 100.00 751.56 69.21 11.49 80.70 326.69 6.55 468.67 589.17 117.08 3.42 92.28 GBP 2011 January, 18 Limited Salt British 29
8P.MthlxLfsine noei 9My 06Rpa .0 38 17) .7 00 .9 (.7 - (.7 - 65.77 - (1.17) - (1.17) 0.49 - 0.08 2.17 (1.71) 3.80 0.00 Rupiah 2016 May, 19 Indonesia Lifesciences Metahelix PT. 28
7Zr at goOgnc t.1 coe,21 N .0 00 61 75 .3 - 99 .4 06 .4 - 100.00 - 1.94 0.61 2.54 9.98 - 1.33 17.52 16.12 0.07 1.00 INR 2012 October, 18 Ltd. Organics Agro Waste Zero 27
6MthlxLf cecsLd3 eebr 00IR10 .1 194 6.9 255 .4 389 41 02 39 .4 10 2.04 23.96 10.23 34.19 318.95 2.04 255.52 365.09 109.46 0.11 1.00 INR 2010 December, 30 Ltd Sciences Life Metahelix 26 0.00
5Rli hmsr xot iie 5Spebr 00IR10 .5 (.2 00 .9 - - (.1 - (.1 - 100.00 - (0.01) - (0.01) - - 0.19 0.01 (0.22) 0.05 1.00 INR 2010 September, 15 Limited Exports Chemistry Rallis 25
4Rli ni iie 8Jnay 02IR10 94 ,5.0 1734 5.0 691 ,1.4 112 97 4.9 - 50 - 141.49 49.77 191.26 1,515.94 619.12 554.60 1,733.45 1,159.40 19.45 1.00 INR 2012 January, 18 Limited India Rallis 24 .06
23 Bio Energy Venture - 1 ( Mauritius) Pvt. Ltd. 11 October, 2008 USD 65.18 3,708.60 (719.97) 3,955.54 966.91 3,895.55 - (338 - 3,895.55 966.91 3,955.54 (719.97) 3,708.60 65.18 USD 2008 October, 11 Ltd. Pvt. Mauritius) ( 1 - Venture Energy Bio 23 4) .1 (3.3 - 100.00 - (338.73) 0.31 .42)
2TSPLC2 ac,20 S 51 .0 - 29 .0 75.00 2.90 2.90 - 2.90 ------65.18 USD 2008 March, 26 LLC TCSAP 22
1TSPHlig 6Mrh 08UD6.8 - 19 .0 - - - (.2 - (.2 - 75.00 - (0.32) - (0.32) - - - 1.90 1.90 - 65.18 USD 2008 March, 26 $ Holdings TCSAP 21
20 Tata Chemicals (Soda Ash) Partners $ 26 March, 2008 USD 65.18 - 1,294.28 2,246.43 952.15 - 3,030.01 442.36 - 442.36 34 442.36 - 442.36 3,030.01 - 952.15 2,246.43 1,294.28 - 65.18 USD 2008 March, 26 $ Partners Ash) (Soda Chemicals Tata 20 8.06 75.00 8.06
9NOCnd odnsIc 6Mrh 08UD6.8 * - * ------100.00 ------* - * 65.18 USD 2008 March, 26 Inc. Holdings Canada NHO 19
8GnrlCeia nentoa n.2 ac,20 S 51 .1 - 00 100.00 ------0.01 - 0.01 65.18 USD 2008 March, 26 Inc. International Chemical General 18
7Tt hmcl ot mrc U)Lmtd2 uut 04UD6.8 - 17 .8 72 6.8 07 .5 06 100.00 - 0.60 0.15 0.75 169.08 - 7.28 8.98 1.70 - 65.18 USD 2014 August, 22 Limited (UK) America North Chemicals Tata 17
16 Tata Chemicals North America Inc. 26 March, 2008 USD 65.18 * 847.10 2,600.12 1,753.02 1,457.48 24.54 (86.35) (160.00) 73. (160.00) (86.35) 24.54 1,457.48 1,753.02 2,600.12 847.10 * 65.18 USD 2008 March, 26 Inc. America North Chemicals Tata 16 65 79.54 100.00 79.54 65
5Vle odnsIc 0Jnay 08UD6.8 * 6578 ,5.8 67 ,2.3 - 7.6 (.4 7.0 138 100.00 103.80 76.10 (2.54) 73.56 - 6,529.03 6.79 6,554.68 6,547.88 * 65.18 USD 2008 January, 30 Inc. Holdings Valley 15
14 Gusiute Holdings (UK) Limited 04 December, 2007 USD 65.18 4,584.90 279.29 4,866.23 2.05 4,791.65 - 105.16 - 105.16 93. 105.16 - 105.16 - 4,791.65 2.05 4,866.23 279.29 4,584.90 65.18 USD 2007 December, 04 Limited (UK) Holdings Gusiute 14 46 100.00 46
3Wnigo H iie 3Jn,21 B 22 .9 236 3.4 - 439 98 .4 5.4 - 100.00 - 53.14 6.74 59.87 413.92 - 231.24 233.63 2.39 - 92.28 GBP 2013 June, 13 Limited CHP Winnington 13
2Mgd ala opn iie 2 eray 05KH06 .1 - 00 100.00 ------0.01 - 0.01 0.65 KSH 2005 February, 28 Limited Company Railway Magadi 12
1Tt hmcl fiaHlig iie 2Otbr 05GP9.8 3.4 (18) .5 - - - (.1 - (.1 - 100.00 - (4.01) - (4.01) - - - 1.85 (31.89) 33.74 92.28 GBP 2005 October, 22 Limited Holdings Africa Chemicals Tata 11
0NrhihRsuc aaeetLmtd2 coe,20 B 22 100.00 ------* - * 92.28 GBP 2005 October, 22 Limited Management Resource Northwich 10
aaCeiasSuhArc Py iie 9Arl 96ZR55 40 22 82 0.8 1.2 45 16 100.0 - 11.68 4.54 16.22 207.78 - 48.24 92.25 44.01 * 5.53 ZAR 1996 April, 09 Limited (Pty) Africa South Chemicals Tata 9 0
aaCeiasMgd iie 8Fbur,20 S 51 8.3 (7.6 379 5.2 - 431 99 99 46)100 (4.62) 39.93 - 39.93 493.10 - 556.32 367.99 (473.06) 284.73 65.18 USD 2005 February, 28 Limited Magadi Chemicals Tata 8 .00
rne odLmtd 2Otbr 05GP9.8 ------100.00 ------92.28 GBP 2005 October, 22 Limited Mond Brunner 7
aaCeiasErp iie 2Otbr 05GP9.8 157 802) 5.0 1392 4.6 (62) 9.1 (3.5 (235.95) 199.71 (36.23) 940.36 - 1,399.26 654.70 (890.26) 145.70 92.28 GBP 2005 October, 22 Limited Europe Chemicals Tata 6 - 100.00 -
rne odGopLmtd2 coe,20 B 22 4.7 9.2 646 42 42 100.00 - 14.29 - 14.29 - - - 634.60 90.62 543.97 92.28 GBP 2005 October, 22 Limited Group Mond Brunner 5
4 Tata Chemicals (Europe) Holdings Limited 07 December, 2010 GBP 92.28 178.86 (666.97) 820.82 1,308.93 - - 714.39 (4.48) 718 (4.48) 714.39 - - 1,308.93 820.82 (666.97) 178.86 92.28 GBP 2010 December, 07 Limited Holdings (Europe) Chemicals Tata 4 .86 - 100.00 - .86
oeed2U iie 4Dcme,21 B 22 7.6 (4.1 834 1.6 458 05) 05) 100.00 - (0.54) - (0.54) - 415.87 812.86 843.41 (148.31) 178.86 92.28 GBP 2010 December, 14 Limited UK 2 Homefield 3
oeedPtU iie 1Nvme,20 S 51 1.3 (,9.8 4.9 1162 86 4.5 - (16) 100.00 - (41.65) - (41.65) - 38.67 1,126.24 47.19 (1,890.08) 811.03 65.18 USD 2005 November, 01 Limited UK Pvt Homefield 2
1 Tata Chemicals International Pte. Limited 23 October, 2005 USD 65.18 3,846.26 (571.96) 4,751.80 1,477.50 4,520.45 559.15 34 559.15 4,520.45 1,477.50 4,751.80 (571.96) 3,846.26 65.18 USD 2005 October, 23 Limited Pte. International Chemicals Tata 1 4 .9 3.7 - 100.00 - 34.17 0.29 .46
No. / incorporation / Liabilities Liabilities Assets Capital rate Currency Taxation Taxation Taxation Taxation
Name of the Subsidiary Company Date of acqusition acqusition of Date Company Subsidiary the of Name Sr. Investments Turnover Profit Before Before Profit Turnover Investments Total Total Reserves Share Exchange Reporting Dividend % holding % Dividend After Profit for Provision
in crore in `
to subsidiary and joint venture companies venture joint and subsidiary to
Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies ( Companies of 5 rule with read 2013, Act Companies the of 129 section of (3) sub-section to proviso first to pursuant Statement Accounts) Rules, 2014 in the prescribed Form AOC-1 relating relating AOC-1 Form prescribed the in 2014 Rules, Accounts)
For the year ended 31 March, 2018 March, 31 ended year the For Tata Chemicals Limited Chemicals Tata in crore ` the year the year Profit / Loss for Loss / Profit Not Considered Not Considered in Consolidation the year the year Considered in Considered Consolidation Profit / Loss for Loss / Profit audited audited Networth as per latest as per latest Shareholding Shareholding Balance Sheet Balance attributable to to attributable is not Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to to relating AOC-1 Form 2014 in the prescribed Rules, Accounts) Reason why Reason why joint venture joint venture consolidated consolidated the associate/ as on 31 March, 2018 as on 31 March, osses reported by JOil. Director Director Director Director Director Director Managing Director and CEO Managing Director Executive Director Executive influence Description is significant is significant of how there there of how Extend of Holding % Nasser Munjee Dr. Y. S. P. Thorat S. P. Y. Dr. Rishi Paul Vibha S. Padmanabhan Kaicker Khare Padmini R. Mukundan Zarir Langrana in Joint Venture Tata Chemicals Limited Tata Amount of Investment Investment - - 24.98% 3 Note Not Applicable - (1.91) Not Applicable For the year ended 31 March, 2018 ended 31 March, the year For company on the year end on the year company 2,06,666 166.26 33.33% 4 Note Not Applicable 351.42 48.93 Not Applicable subsidiary and joint venture companies (contd.) companies subsidiary venture and joint Shares 2,50,00,000 126.23 33.78% 4 Note 5 Note - - Not Applicable Shares of Joint Ventures held by the held by Ventures of Joint Shares Number of 15,00,00,000 1.28 50.00% 4 Note Not Applicable 2.53 (0.02) Not Applicable Chief Financial Officer Chief Financial General Counsel & General Counsel SecretaryCompany audited audited Balance Balance Sheet Date 2018 and 1 note 2018 2018 and 1 note December, 2017 and 2 note GBP 31 March, SGD 31 March, USD 31 March, MAD 31 John Mulhall Rajiv Chandan Currency Latest Date of Date acqusition 28 January, 28 January, 2009 18 January, 2011 26 March, 2008 02 May, 02 May, 2005 Ventures Joint Ventures Joint Ventures Joint Ventures Joint Ventures Name Joint Limited Company Limited Technologies LLC Phosphore S.A. Phosphore Sr. Sr. No. 1 JOil (S) Pte. 2 Block Salt The 3 Natronx 4 Indo Maroc Statement pursuant to first proviso to sub-section Companies ( Actread with rule 5 of first proviso to Companies (3) of section 2013, pursuant 129 of the Statement Chartered Accountants As per our report attached date As of even LLP B S R & Co. For and on behalf of the Board For Bhaskar Bhat Firm’s Registration No: 101248W/W - 100022 Registration Firm’s Footnotes: 1 2015 ended 31 March, during the year impaired Investment 2 consolidation statement fit for based on audited are 2017 and figures as on 31 December, audited Statement GAAP Financial Local 3 economic activities over in joint control interest influence due to is significant There 4 the economic activities over and joint control shareholding influence due to is significant There 5 additional l for it has not accounted has no further Since the Group of its investment, absorb commitment to losses in excess Vijay Mathur Vijay Partner 046476 Membership No. Mumbai, 18 May, 2018 Mumbai, 18 May,
264 Annual Report 2017-18 Notice
NOTICE IS HEREBY GIVEN THAT THE SEVENTY NINTH ANNUAL Disclosure Requirements), Regulations, 2015 as amended, and GENERAL MEETING OF TATA CHEMICALS LIMITED will be held on who is eligible for appointment as an Independent Director Wednesday, 25 July, 2018 at 3.00 p.m. at Birla Matushri Sabhagar, of the Company, not liable to retire by rotation, for a term of 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020, 5 (five) consecutive years commencing from 1 April, 2018 to to transact the following business:- 31 March, 2023 (both days inclusive), be and is hereby approved.” ORDINARY BUSINESS 6. Appointment of Mr. Zarir Langrana as a Director of the 1. To receive, consider and adopt the Audited Financial Company Statements of the Company for the financial year ended 31 March, 2018, together with the Reports of the Board of To consider and if thought fit, to pass the following resolution Directors and Auditors thereon. as an Ordinary Resolution: 2. To receive, consider and adopt the Audited Consolidated “RESOLVED THAT Mr. Zarir Langrana (DIN: 06362438) who was Financial Statements of the Company for the financial year appointed as an Additional Director of the Company with effect ended 31 March, 2018, together with the Report of the Auditors from 1 April, 2018 by the Board of Directors and who holds office thereon. upto the date of the forthcoming Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 3. To declare dividend on the Ordinary Shares for the financial 2013 (‘the Act’), but who is eligible for appointment and in year ended 31 March, 2018. respect of whom the Company has received a notice in writing 4. To appoint a Director in place of Mr. Bhaskar Bhat from a member under Section 160(1) of the Act proposing (DIN: 00148778), who retires by rotation, and being eligible, his candidature for the office of a Director, be and is hereby offers himself for re-appointment. appointed as a Director of the Company.” SPECIAL BUSINESS 7. Appointment of Mr. Zarir Langrana as Executive Director of the Company 5. Appointment of Ms. Padmini Khare Kaicker as a Director and as an Independent Director of the Company To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 read with Schedule V and other applicable provisions “RESOLVED THAT Ms. Padmini Khare Kaicker (DIN: 00296388) of the Companies Act, 2013 (‘the Act’), the Companies who was appointed as an Additional Director of the Company (Appointment and Remuneration of Managerial Personnel) with effect from 1 April, 2018 by the Board of Directors and Rules, 2014 [including any statutory modification(s) or who holds office upto the date of the forthcoming Annual re-enactment(s) thereof] and such other approvals, General Meeting of the Company in terms of Section 161(1) permissions and sanctions as may be required, consent of the Companies Act, 2013 (‘the Act’), but who is eligible of the Company be and is hereby accorded to the for appointment and in respect of whom the Company appointment and terms of remuneration of Mr. Zarir Langrana has received a notice in writing from a member under (DIN: 06362438) as an Executive Director of the Company Section 160(1) of the Act proposing her candidature for the for a period of 5 years commencing from 1 April, 2018 upto office of a Director, be and is hereby appointed as a Director 31 March, 2023, upon the terms and conditions as set out in of the Company. the Explanatory Statement annexed to this Notice (including RESOLVED FURTHER THAT pursuant to the provisions the remuneration to be paid in the event of loss or inadequacy of Sections 149, 150, 152 read with Schedule IV and of profits in any financial year during the aforesaid period) with other applicable provisions of the Act, the Companies liberty to the Board of Directors (hereinafter referred to as ‘the (Appointment and Qualification of Directors) Rules, 2014 Board’ which term shall be deemed to include the Committee [including any statutory modification(s) or re-enactment(s) of the Board) to alter and vary the terms and conditions of the thereof] and SEBI (Listing Obligations and Disclosure said appointment and remuneration in such manner as may Requirements) Regulations, 2015, as amended from time 4be agreed to between the Board and Mr. Langrana. to time, the appointment of Ms. Padmini Khare Kaicker RESOLVED FURTHER THAT the Board be and is hereby (DIN: 00296388), who has submitted a declaration that authorised to take all such steps as may be necessary, proper she meets the criteria for independence as provided in and expedient and to do any acts, deeds, matters and things to Section 149(6) of the Act and Rules framed thereunder and give effect to this resolution.” Regulation 16(1)(b) of the SEBI (Listing Obligations and
Notice 265 8. Revision in the terms of remuneration of Mr. R. Mukundan, said re-appointment and remuneration in such manner as may Managing Director be agreed to between the Board and Mr. Mukundan. To consider and if thought fit, to pass the following resolution RESOLVED FURTHER THAT the Board be and is hereby as an Ordinary Resolution: authorised to take all such steps as may be necessary, proper and expedient and to do any acts, deeds, matters and things to “RESOLVED THAT in partial modification of Resolution No. 10 give effect to this resolution.” passed at the Annual General Meeting of the Company held on 21 August, 2014 for the re-appointment and terms of 10. Payment of commission to Non-Executive Directors remuneration of Mr. R. Mukundan (DIN: 00778253) as Managing Director of the Company and pursuant to the provisions of To consider and if thought fit, to pass the following resolution Sections 197, 198 read with Schedule V and other applicable as an Ordinary Resolution: provisions of the Companies Act, 2013, the Companies “RESOLVED THAT pursuant to the provisions of Section 197 (Appointment and Remuneration of Managerial Personnel) and any other applicable provisions of the Companies Act, Rules, 2014 [including any statutory modification(s) or 2013 (‘the Act’) [including any statutory modification(s) or re-enactment(s) thereof] and such other approvals, re-enactment(s) thereof], consent of the Company be and permissions and sanctions as may be required, consent of the is hereby accorded to the payment of commission to the Company be and is hereby accorded to the revision in terms Non-Executive Director and Independent Directors of of remuneration of Mr. R. Mukundan, Managing Director, the Company (other than the Managing Director and/or by increasing the upper limit of the scale of salary from Whole-time Directors) to be determined by the Board of ` 8,00,000 per month to ` 9,00,000 per month with authority Directors for each Non-Executive Director and Independent to the Board of Directors (hereinafter referred to as ‘the Board’, Director for each financial year and distributed between such which term shall be deemed to include any Committee of Directors in such a manner as the Board of Directors may from the Board constituted to exercise its powers, including the time to time determine within the overall maximum limit of 1% powers conferred by this Resolution) to fix his salary within (one percent) per annum or such other percentage as may be such maximum amount, increasing thereby, proportionately, specified by the Act from time to time in this regard, of the net all benefits related to the quantum of salary, with effect from profits of the Company, to be calculated in accordance with 1 April, 2018 upto the remainder period of the tenure of his the provisions of Section 198 of the Act. appointment i.e. 25 November, 2018. RESOLVED FURTHER THAT the above remuneration shall be RESOLVED FURTHER THAT the Board be and is hereby in addition to fee payable to the Director(s) for attending the authorised to take all such steps as may be necessary, proper meetings of the Board or Committee thereof or for any other and expedient to give effect to this resolution.” purpose whatsoever as may be decided by the Board of 9. Re-appointment of Mr. R. Mukundan as Managing Director & Directors and reimbursement of expenses for participation in CEO of the Company the Board and other meetings.” To consider and if thought fit, to pass the following resolution 11. Ratification of remuneration of Cost Auditors as an Ordinary Resolution: To consider and if thought fit, to pass the following resolution “RESOLVED THAT pursuant to the provisions of Sections 196, as an Ordinary Resolution: 197, 198 read with Schedule V and other applicable provisions of the Companies Act, 2013 (‘the Act’), the Companies “RESOLVED THAT pursuant to the provisions of Section 148(3) (Appointment and Remuneration of Managerial Personnel) and other applicable provisions, if any, of the Companies Act, Rules, 2014 [including any statutory modification(s) or 2013 and the Companies (Audit and Auditors) Rules, 2014 re-enactment(s) thereof] and such other approvals, [including any statutory modification(s) or re-enactment(s) permissions and sanctions as may be required, consent of the thereof], the Company hereby ratifies the remuneration of Company be and is hereby accorded to the re-appointment ` 9,00,000 per annum plus service tax, travel and out-of-pocket and terms of remuneration of Mr. R. Mukundan (DIN: 00778253) expenses payable to Messrs D. C. Dave & Co., Cost Accountants as the Managing Director & CEO of the Company for a period (Firm Registration No. 000611), who are appointed by the Board of 5 years commencing from 26 November, 2018 upto of Directors as Cost Auditors of the Company to conduct cost 25 November, 2023, upon the terms and conditions (including audits relating to cost records of the Company for the year ending the remuneration to be paid in the event of loss or inadequacy 31 March, 2019. of profits in any financial year during the aforesaid period) as set RESOLVED FURTHER THAT the Board of Directors (including out in the Explanatory Statement annexed to this Notice with any Committee thereof) be and is hereby authorised to take all liberty to the Board of Directors (hereinafter referred to as ‘the such steps as may be necessary, proper and expedient to give Board’, which term shall be deemed to include the Committee effect to this resolution.” of the Board) to alter and vary the terms and conditions of the
266 Annual Report 2017-18 Notes: requested to provide their latest bank account details (Core Banking Solutions Enabled Account Number, 9 1. The Explanatory Statement pursuant to Section 102 of the digit MICR and 11 digit IFS Code), along with their Folio Companies Act, 2013 (‘the Act’), in respect of the business Number, to the Company’s Registrar and Share Transfer as set out in Item Nos. 5 to 11 of the Notice and the relevant Agents, TSR Darashaw Limited. details of the Directors seeking appointment/re-appointment as required by Regulations 26(4) and 36(3) of the Securities and (b) Members holding shares in electronic form are hereby Exchange Board of India (Listing Obligations and Disclosure informed that bank particulars registered against their Requirements) Regulations, 2015 (‘Listing Regulations’) and as respective depository accounts will be used by the required under Secretarial Standard – 2 on General Meetings Company for payment of dividend. The Company or its issued by the Institute of Company Secretaries of India are Registrars cannot act on any request received directly annexed hereto. from the members holding shares in electronic form for any change of bank particulars or bank mandates. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE Such changes are to be advised only to the depository ANNUAL GENERAL MEETING (‘AGM’) IS ENTITLED TO participant(s) of the members. APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF 5. Members holding shares in physical form are requested to THE COMPANY. The instrument appointing the proxy should, consider converting their holding(s) to dematerialised form to however, be deposited at the registered office of the Company eliminate all risks associated with physical shares and for ease not less than 48 hours before the commencement of the AGM. of portfolio management. Members can contact the Company A Proxy form is annexed to this Report. Proxies submitted on or Registrar and Share Transfer Agents for assistance in this behalf of limited companies, societies, etc. must be supported regard. by appropriate resolution or authority as applicable. 6. Members holding shares in physical form in identical order A person can act as a proxy on behalf of members not of names in more than one folio are requested to send to the exceeding 50 and holding in the aggregate not more than 10% Company or Registrar and Share Transfer Agents, the details of of the total share capital of the Company carrying voting rights. such folios together with the share certificates for consolidating A member holding more than 10% of the total share capital their holdings in one folio. A consolidated share certificate will of the Company carrying voting rights may appoint a single be returned to such members after making requisite changes person as proxy and such person shall not act as a proxy for any thereon. other person or member. 7. Members/proxyholders and authorised representatives are 3. Book Closure and Dividend: requested to bring to the Meeting, the duly filled in attendance slip(s) enclosed herewith along with their copy of Annual The Register of Members and the Share Transfer Books of the Report. Corporate Members intending to send their authorised Company will be closed from Wednesday, 18 July, 2018 to representatives to attend the Meeting pursuant to Section 113 Wednesday, 25 July, 2018, both days inclusive. of the Act are requested to send to the Company a certified The dividend, if declared at the AGM, will be paid on and from copy of the Board Resolution authorising representative to Friday, 27 July, 2018 to those persons: attend and vote on its behalf at the Meeting. (a) whose names appear as beneficial owners as at the end 8. In case of joint holders attending the Meeting, only such joint of the business hours on Tuesday, 17 July, 2018 in the holder who is higher in the order of names as per the Register list of beneficial owners to be furnished by the National of Members of the Company will be entitled to vote. Securities Depository Limited (‘NSDL’) and Central 9. Nomination Facility: Depository Services (India) Limited in respect of the shares held in electronic form; and As per the provisions of Section 72 of the Act, facility for making nomination is available for the Members in respect (b) whose names appear as members in the Register of the shares held by them. Members holding shares in single of Members of the Company after giving effect to name and who have not yet registered their nomination are valid share transfers in physical form lodged with the requested to register the same by submitting Form No. SH-13. Company / Registrar and Share Transfer Agents on or If a member desires to cancel the earlier nomination and record before Tuesday, 17 July, 2018. fresh nomination, he may submit the same in Form No. SH-14. 4. National Automated Clearing House (NACH): Members holding shares in physical form are requested to obtain the nomination forms from the Company’s Registrar and (a) To avoid loss of dividend warrants in transit and undue Share Transfer Agents. Members holding shares in electronic delay in receipt of dividend warrants, the Company form may obtain the nomination forms from their respective has provided NACH facility to the members for the depository participants. Both the forms are also available on remittance of dividend. Members holding shares in the website of the Company at www.tatachemicals.com under physical form and desirous of availing this facility are ‘Investors’ section.
Notice 267 10. Transfer to Investor Education and Protection Fund: (iii) Claim from IEPF Authority (i) Transfer of Unclaimed dividend Members/claimants whose shares and unclaimed dividend have been transferred to the IEPF Authority Members are hereby informed that under the Act, the can claim the same by making an application to the Company is required to transfer the dividend which IEPF Authority in Form IEPF- 5 along with requisite remains unpaid or unclaimed for a period of seven documents (available on www.iepf.gov.in) and sending years (from the date of transfer to Unclaimed Dividend duly signed physical copy of the same to the Company Account) to the credit of the Investor Education and along with requisite documents prescribed in Form Protection Fund (‘the IEPF’). In view of the same, an IEPF-5. Member/claimant can file only one consolidated amount of ` 1,36,29,645 being the unclaimed dividend for claim in a financial year as per the IEPF Rules. Link to Form FY 2009-10 was transferred to the IEPF Authority in IEPF- 5 is also available on the website of the Company October, 2017. at www.tatachemicals.com under the ‘Investors’ section. Members are requested to note the following due No claims shall lie against the Company in respect of the date(s) for claiming the unpaid/unclaimed dividend dividend/shares so transferred. declared by the Company for the financial year 2010-11 (iv) Details of unclaimed dividend on the website and thereafter – As per the IEPF Rules, the Company has uploaded Financial Date of Last date for claiming the information in respect of the unclaimed Year Declaration unpaid dividend dividends as on the date of the previous AGM 2010-11 9 August, 2011 8 September, 2018 i.e. 9 August, 2017 (78th AGM) on the website of the IEPF viz. www.iepf.gov.in and under ‘Investors’ section on the 2011-12 22 August, 2012 21 September, 2019 website of the Company viz. www.tatachemicals.com. 2012-13 26 August, 2013 25 September, 2020 11. To prevent fraudulent transactions, members are advised to 2013-14 21 August, 2014 20 September, 2021 exercise due diligence and notify the Company of any change 2014-15 11 August, 2015 10 September, 2022 in address or demise of any member as soon as possible. 2015-16 11 August, 2016 10 September, 2023 Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be 2016-17 9 August, 2017 8 September, 2024 obtained from the depository participant(s) and holdings Members who have not encashed the dividend warrants should be verified. so far in respect of the aforesaid period(s), are requested 12. Members holding shares in electronic form are requested to to make their claim to TSR Darashaw Limited, Registrar submit the PAN and Bank Account details to their Depository and Share Transfer Agents, well in advance of the above Participant(s) with whom they are maintaining their demat due dates. accounts. Members holding shares in physical form are (ii) Transfer of shares required to submit their PAN and Bank Account details to the Company‘s Registrar and Share Transfer Agents. Further, pursuant to the provisions of Section 124 of the Act read with the Investor Education and Protection 13. To support the ‘Green Initiative’, the members who have not Fund Authority (Accounting, Audit, Transfer and Refund) registered their e-mail addresses are requested to register Rules, 2016, as amended (‘IEPF Rules’), all the shares the same with Registrars/Depository Participant(s). Electronic on which dividends remain unpaid/unclaimed for a copy of the Annual Report for Financial Year 2017-18 is being period of 7 (seven) consecutive years or more shall be sent to all the members whose email IDs are registered with transferred to the demat account of the IEPF Authority as the Company/depository participant(s) for communication notified by the Ministry of Corporate Affairs. Accordingly, purposes unless any member has requested for a hard copy the Company has transferred 10,01,576 Ordinary Shares of the same. For members who have not registered their email of the face value of ` 10 per share to the demat account address, physical copies of the Annual Report for FY 2017-18 of the IEPF Authority during the financial year 2017-18. are being sent in the permitted mode. The Company has sent individual notice to all the 14. Members desiring any information relating to Accounts are shareholders whose shares are due to be transferred to requested to write to the Company well in advance so as to the IEPF Authority and has also published newspaper enable the management to keep the information ready at the advertisement in this regard. The details of such AGM. dividends/shares to be transferred to IEPF are uploaded 15. A route map along with landmark showing directions to reach on the website of the Company at www.tatachemicals. the venue of the 79th AGM forms part of the Annual Report. com under the ‘Investors’ section.
268 Annual Report 2017-18 16. Process and Manner for voting through electronic means: Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ I. In compliance with the provisions of Section 108 of with your existing IDEAS login. Once you log-in to NSDL the Act, Rule 20 of the Companies (Management eservices after using your log-in credentials, click on and Administration) Rules, 2014 as amended by e-Voting and you can proceed to Step 2 i.e. Cast your the Companies (Management and Administration) vote electronically. Amendment Rules, 2015 and Regulation 44 of the Listing Regulations, the members are provided with the facility 4. Your User ID details are given below : to exercise their right to vote electronically, through the e-voting services provided by NSDL, i.e. facility of casting Manner of holding shares Your User ID is: the votes by the members using an electronic voting i.e. Demat (NSDL or CDSL) system from a place other than the venue of the AGM or Physical (remote e-voting) on all the resolutions set forth in this a) For Members who 8 Character DP ID followed by 8 Digit Client Notice. Instructions for remote e-voting are given herein hold shares in demat ID below. account with NSDL. For example if your DP ID is IN300*** and Client ID is 12****** then your user ID is II. The facility for voting through electronic voting system IN300***12******. or by ballot paper shall also be made available at the b) For Members who 16 Digit Beneficiary ID meeting and members attending the meeting who hold shares in demat have not already cast their vote by remote e-voting shall For example if your Beneficiary ID is account with CDSL. 12************** then your user ID is be able to exercise their right at the meeting. 12************** III. The remote e-voting period commences on Friday, c) For Members holding EVEN Number followed by Folio Number 20 July, 2018 (9.00 a.m. IST) and ends on Tuesday, shares in Physical Form. registered with the company 24 July, 2018 (5.00 p.m. IST). During this period, For example if EVEN is 101456 and members of the Company, holding shares either in folio number is 001*** then user ID is physical form or in dematerialised form, as on the 101456001*** cut-off date of Wednesday, 18 July, 2018, may cast their 5. Your password details are given below: vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the a) If you are already registered for e-Voting, then you vote on a resolution is cast by the member, the member can use your existing password to login and cast shall not be allowed to change it subsequently. A person your vote. who is not a member as on the cut-off date should treat this Notice for information purpose only. Members who b) If you are using NSDL e-Voting system for the have cast their vote by remote e-voting prior to the AGM first time, you will need to retrieve the ‘initial are also eligible to attend the meeting but shall not be password’ which was communicated to you. entitled to cast their vote again. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will IV. The process and manner for remote e-voting are as force you to change your password. under: c) How to retrieve your ‘initial password’? Step 1 : Log-in to NSDL e-Voting system at https://www. evoting.nsdl.com/ (i) If your email ID is registered in your demat account or with the company, your ‘initial Step 2 : Cast your vote electronically on NSDL e-Voting password’ is communicated to you on system. your email ID. Trace the email sent to you from NSDL from your mailbox. Open the Details on Step 1 are mentioned below: email and open the attachment i.e. a .pdf How to Log-in to NSDL e-Voting website? file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for 1. Visit the e-Voting website of NSDL. Open web browser NSDL account, last 8 digits of client ID for by typing the following URL: https://www.evoting.nsdl. CDSL account or folio number for shares com/ either on a Personal Computer or on a mobile. held in physical form. The .pdf file contains 2. Once the home page of e-Voting system is launched, your ‘User ID’ and your ‘initial password’. click on the icon “Login” which is available under (ii) If your email ID is not registered, your ‘Shareholders’ section. ‘initial password’ is communicated to you 3. A new screen will open. You will have to enter your User on your postal address. ID, your Password and a Verification Code as shown on the screen.
Notice 269 6. If you are unable to retrieve or have not received the [email protected] with a copy marked to ‘initial password’ or have forgotten your password: [email protected]. a) Click on “Forgot User Details/Password?”(If you 2. It is strongly recommended not to share your password are holding shares in your demat account with with any other person and take utmost care to keep your NSDL or CDSL) option available on www.evoting. password confidential. Login to the e-voting website nsdl.com. will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will b) Physical User Reset Password?” (If you are holding need to go through the “Forgot User Details/Password?” shares in physical mode) option available on or “Physical User Reset Password?” option available on www.evoting.nsdl.com. www.evoting.nsdl.com to reset the password. c) If you are still unable to get the password by 3. In case of any queries, you may refer the Frequently aforesaid two options, you can send a request Asked Questions (FAQs) for Shareholders and e-voting at [email protected] mentioning your demat user manual for Shareholders available at the download account number/folio number, your PAN, your section of www.evoting.nsdl.com or call on toll free no.: name and your registered address. 1800-222-990 or send a request at [email protected]. 7. After entering your password, tick on Agree to “Terms V. In case of any queries, members may refer the and Conditions” by selecting on the check box. Frequently Asked Questions (FAQs) and remote e-voting 8. Now, you will have to click on “Login” button. user manual available in the downloads section of 9. After you click on the “Login” button, Home page of www.evoting.nsdl.com or call on toll free no: e-Voting will open. 1800-222-990. In order to address any grievances relating to e-voting, you may write to Mr. Mandar Details on Step 2 are given below: Gaikwad, NSDL at the designated email id - How to cast your vote electronically on NSDL e-Voting system? [email protected] or [email protected] or at the following telephone no. 022-24994559. 1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, VI. If you are already registered with NSDL for remote click on Active Voting Cycles. e-voting then you can use your existing user ID and password/PIN for casting your vote. 2. After clicking on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding VII. You can also update your mobile number and e-mail ID shares and whose voting cycle is in active status. in the user profile details of the folio which may be used for sending future communication(s). 3. Select “EVEN” of Company which is 108438. VIII. The voting rights of members shall be in proportion to 4. Now you are ready for e-Voting as the Voting page their shares of the paid up equity share capital of the opens. Company as on the cut-off date of Wednesday, 18 July, 5. Cast your vote by selecting appropriate options i.e. 2018. assent or dissent, verify/modify the number of shares for IX. Any person, who acquires shares of the Company and which you wish to cast your vote and click on “Submit” becomes a member of the Company after dispatch of and also “Confirm” when prompted. the notice and holding shares as of the cut-off date i.e. 6. Upon confirmation, the message “Vote cast successfully” Wednesday, 18 July, 2018, may obtain the user ID and will be displayed. password by sending a request at [email protected] or [email protected]. 7. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation However, if you are already registered with NSDL for page. remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot 8. Once you confirm your vote on the resolution, you will your password, you can reset your password by using not be allowed to modify your vote. “Forgot User Details/Password” option available on General Guidelines for shareholders www.evoting.nsdl.com or contact NSDL at the following 1. Institutional shareholders (i.e. other than individuals, toll free no.: 1800-222-990. HUF, NRI etc.) are required to send scanned copy X. A person, whose name is recorded in the register (PDF/JPG Format) of the relevant Board Resolution/ of members or in the register of beneficial owners Authority letter etc. with attested specimen signature maintained by the depositories as on the cut-off date of the duly authorized signatory(ies) who are only shall be entitled to avail the facility of remote authorised to vote, to the Scrutinizer by e-mail to e-voting as well as voting at the AGM.
270 Annual Report 2017-18 XI. Mr. P. N. Parikh (Membership No. FCS 327) and EXPLANATORY STATEMENT PURSUANT TO SECTION 102 failing him, Mr. Mitesh Dhabliwala (Membership No. OF THE COMPANIES ACT, 2013 FCS 8331) of M/s. Parikh & Associates, Practicing Pursuant to Section 102 of the Companies Act, 2013 (‘the Act’), Company Secretaries, has been appointed as the the following Explanatory Statement sets out all material facts Scrutinizer for providing facility to the members of the relating to the business mentioned under Item Nos. 5 to 11 of Company to scrutinize remote e-voting process as well the accompanying Notice dated 18 May, 2018: as voting at the AGM in a fair and transparent manner. Item No. 5 XII. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow At the Board Meeting of the Company held on 23 March, voting with the assistance of Scrutinizer, by use of 2018, the Board had, based on the recommendations of the e-Voting or by ballot paper for all those members who Nomination and Remuneration Committee, appointed Ms. Padmini are present at the AGM but have not cast their votes by Khare Kaicker as an Additional Director of the Company with availing the remote e-voting facility. effect from 1 April, 2018. In terms of Section 161(1) of the Act, Ms. Kaicker holds office upto the date of this Annual General Meeting XIII. The Scrutinizer shall, after the conclusion of voting and is eligible for appointment as a Director. The Company has at the AGM, first count the votes cast at the meeting received a Notice from a Member in writing under Section 160(1) of and, thereafter unblock the votes cast through remote the Act proposing her candidature for the office of Director. e-voting, in the presence of at least two witnesses not in the employment of the Company and shall make, not Based on the recommendations of the Nomination and Remuneration later than forty eight hours from the conclusion of the Committee and subject to the approval of the Members, AGM, a Consolidated Scrutinizer’s Report of the total Ms. Padmini Khare Kaicker was also appointed as an Independent votes cast in favour or against, if any, to the Chairman Director of the Company for a period of 5 years commencing from or a person authorised by him in writing, who shall 1 April, 2018 to 31 March, 2023, in accordance with the provisions countersign the same and declare the result of the of Section 149 of the Companies Act, 2013 (‘the Act’) read with voting forthwith. Schedule IV. XIV. The results declared alongwith the Scrutinizer’s Report, Ms. Kaicker, aged 53 years, is the Managing Partner of B. K. Khare & Co., shall be placed on the website of the Company one of the leading and respected Indian Accounting Firms, serving www.tatachemicals.com and on the website of the profession for almost five decades. She joined the accountancy NSDL www.evoting.nsdl.com immediately after the profession in 1990 after completing her B. Sc. in Mathematics. She declaration of results by the Chairman or a person is also a Certified Public Accountant (USA) and a Diploma holder in authorised by him in writing. The results shall also be Business Finance from the Institute of Chartered Financial Analysts immediately forwarded to the Stock Exchanges where of India. She has over 25 years of experience serving large and the Company’s shares are listed viz. BSE Limited and the mid-sized clients in several sectors in the areas of Audit, Taxation, National Stock Exchange of India Limited. The results Corporate Finance, Corporate Advisory, Risk Management, Corporate shall also be displayed on the notice board at the Governance, M&A and restructuring activities. She is on the Boards, as registered office of the Company. Independent Director, in several reputed companies. XV. Subject to receipt of requisite number of votes, the Ms. Kaicker has consented to act as Director of the Company and Resolutions shall be deemed to be passed on the date has given her declaration to the Board that she meets the criteria of AGM i.e. Wednesday, 25 July, 2018. for independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India By Order of the Board of Directors (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). Ms. Kaicker is not disqualified from being appointed as a Director in terms of Section 164 of the Act. In Rajiv Chandan the opinion of the Board, Ms. Kaicker fulfills the conditions specified General Counsel & Company Secretary under the Act read with Rules thereunder and the Listing Regulations Mumbai, 18 May, 2018 for her appointment as Independent Non-Executive Director of the Company and is independent of the management. Having regard to Registered Office: the qualifications, experience and knowledge, the Board considers Tata Chemicals Limited that her association would be of immense benefit to the Company Bombay House, 24, Homi Mody Street, and it is desirable to avail the services of Ms. Kaicker as an Independent Fort, Mumbai 400 001 Director. CIN: L24239MH1939PLC002893 As per the provisions of Section 149 of the Act, Ms. Kaicker shall Tel. No: + 91 22 6665 8282 hold office for a term of five consecutive years on the Board of the Fax No: + 91 22 6665 8144 Company and is not liable to retire by rotation. Email: [email protected] Website: www.tatachemicals.com The terms and conditions of her appointment shall be open for inspection by the Members at the registered office of the Company
Notice 271 during the normal business hours on any working day (except The principal terms and conditions of Mr. Langrana’s appointment as Saturday) and will also be kept at the venue during the AGM. The the Executive Director (hereinafter referred to as ‘Mr. Langrana’ or the same shall also be made available on the website of the Company at ‘the Executive Director’) are as follows: www.tatachemicals.com Period of Appointment: From 1 April, 2018 upto 31 March, 2023 Accordingly, the Board commends the Ordinary Resolution as set (both days inclusive). out at Item No. 5 of the accompanying Notice in relation to the Duties and Powers appointment of Ms. Kaicker as an Independent Director for a period of 5 years commencing from 1 April, 2018 to 31 March, 2023 for the (i) The Executive Director shall devote his whole time and attention approval of the Members. to the business of the Company and carry out such duties as may be entrusted to him by the Managing Director and/or the Except Ms. Kaicker, none of the Directors or Key Managerial Personnel Board from time to time and separately communicated to him (KMP) of the Company and their relatives is concerned or interested, and exercise such powers as may be assigned to him, subject financially or otherwise, in the resolution set out at Item No. 5 of the to superintendence, control and directions of the Board in accompanying Notice. Ms. Kaicker is not related to any other Director connection with and in the best interests of the business of the or KMP of the Company. Company and the business of any one or more of its associated Item Nos. 6 and 7 companies and/or joint ventures and/or subsidiaries, including performing duties as assigned by the Managing Director and/ At the Board Meeting of the Company held on 23 March, 2018, or the Board from time to time by serving on the boards of the Board had, based on the recommendations of the Nomination such associated companies and/or joint ventures and/or and Remuneration Committee and subject to the approval of the subsidiaries or any other executive body or any committee of Members, appointed Mr. Zarir Langrana as Executive Director of the such a company. Company for a period of 5 years commencing from 1 April, 2018 to 31 March, 2023, in accordance with the provisions of Sections 196 and (ii) The Executive Director shall not exceed the powers so 197 read with Schedule V of the Act. delegated by the Managing Director and/or Board pursuant to clause (i) above. Mr. Langrana was appointed as an Additional Director of the Company with effect from 1 April, 2018 by the Board of Directors. In (iii) The Executive Director undertakes to employ the best of his terms of Section 161(1) of the Act, Mr. Langrana holds office upto the skills and abilities to make his utmost endeavours to promote date of this Annual General Meeting but is eligible for appointment the interests and welfare of the Company and to conform as a Director. The Company has received a Notice from a Member in to and comply with the directions and regulations of the writing under Section 160(1) of the Act proposing his candidature for Company and all such orders and directions as may be given the office of Director. to him from time to time by the Managing Director and/or the Board. Mr. Zarir Langrana, aged 59 years, heads the Global Chemicals Business of the Company and is responsible for operations and growth of the Remuneration inorganic chemicals business and the new ventures in Nutritional A. Salary: ` 5,00,000 per month in the scale of ` 5,00,000 to Solutions and Silica. ` 8,00,000 per month. The annual increments which will be In the past, Mr. Langrana has headed the global marketing and effective 1 April each year (starting from April 2019) will be strategy function overseeing and directing all sales and marketing decided by the Board based on the recommendations of plans, developments, growth and new product activities and the Nomination and Remuneration Committee and will be processes in these two areas for its global chemicals business across merit-based and take into account the Company’s performance the four continents where it operates. In addition, Mr. Langrana has as well. led the post-merger integration programmes within the chemical B. Benefits, Perquisites, Allowances: In addition to the basic business. In the past, he headed the corporate strategy and business salary referred to in (A) above, the Executive Director shall be development function and has been a key player in the global inorganic entitled to: growth of the business and in the M&A process. He has been with Tata Chemicals for over thirty years, having been inducted through the (i) Rent-free residential accommodation (furnished or Tata Administrative Services. otherwise) with the Company bearing the cost of repairs, maintenance, society charges and utilities Mr. Langrana is an economics graduate from the University of Madras (e.g. gas, electricity and water charges) for the said and holds a post graduate qualification in business management from accommodation. XLRI, Jamshedpur. Mr. Langrana has attended advanced executive development programmes at Harvard Business School and other OR institutions. House Rent, House Maintenance and Utility Allowances Mr. Langrana is an active participant in various industry bodies and aggregating 85% of the annual basic salary in case trade associations in the country and abroad. He serves on the Board residential accommodation is not provided by the of overseas subsidiaries of the Company. Company.
272 Annual Report 2017-18 (ii) Following other facilities as per the Rules of the during the currency of the tenure of the Executive Director, Company: the Company has no profits or its profits are inadequate, the a. Hospitalization and major medical expenses; Company will pay to the Executive Director remuneration b. Car facility; by way of Salary, Benefits, Perquisites and Allowances and Incentive Remuneration as specified above. c. Telecommunication facilities; d. Housing Loan F. Insurance: The Company will take an appropriate Directors’ and Officers’ Liability Insurance Policy and pay the premiums (iii) Other Perquisites and Allowances: for the same. It is intended to maintain such insurance cover for Other Perquisites and Allowances including Medical the entire period of appointment, subject to the terms of such Allowance, Leave Travel Concession/Allowance, policy in force from time to time. Other Allowances (including any special allowance), G. Other Terms of Appointment: Personal Accident Insurance Premium and Annual Club Membership Fees subject to a maximum of 55% of the i. The terms and conditions of the said appointment may annual basic salary. be altered and varied from time to time by the Board as it may in its discretion deem fit, irrespective of the (iv) Contribution to Provident Fund, Superannuation Fund limits stipulated under Schedule V of the Act or any or Annuity Fund and Gratuity Fund as per the Rules of amendments made hereafter in this regard, in such the Company. manner as may be agreed to between the Board and the Executive Director, subject to such approvals as may (v) The Executive Director shall be entitled to leave in be required. accordance with the Rules of the Company. Privilege Leave earned but not availed by the Executive Director ii. The Executive Director shall not become interested or is encashable in accordance with the Rules of the otherwise concerned, directly or through his spouse Company. and/ or children, in any selling agency of the Company. C. Commission: Such remuneration by way of commission, in iii. This appointment may be terminated by either party addition to the salary and perquisites and allowances payable, by giving to the other party six months’ notice of calculated with reference to the net profits of the Company in such termination or the Company paying six months’ a particular financial year, as may be determined by the Board remuneration in lieu of the notice. of the Company at the end of each financial year, subject to iv. The employment of the Executive Director may be the overall ceilings stipulated in Section 197 of the Companies terminated by the Company without notice or payment Act, 2013 or any modification(s) or the re-enactment(s) thereof. in lieu of notice: The specific amount payable to the Executive Director will be based on performance as evaluated by the Nomination and ʀ if the Executive Director, is found guilty of any Remuneration Committee or the Board and will be payable gross negligence, default or misconduct in annually. connection with or affecting the business of the Company or any subsidiary or associate company D. Incentive Remuneration: In case where the net profits of to which he is required by the Agreement to the Company are inadequate for payment of profit-linked render services; or commission in any financial year, incentive remuneration may ʀ in the event of any serious repeated or be paid upto an amount not exceeding 200% of Basic Salary continuing breach (after prior warning) or paid at the discretion of the Board. This incentive remuneration non-observance by the Executive Director, of any would be payable subject to the achievement of certain of the stipulations contained in the Agreement performance criteria and such other parameters as may be to be executed between the Company and the considered appropriate from time to time by the Board. Executive Director; or An indicative list of factors that may be considered for ʀ in the event the Board expresses its loss of determining the extent of commission/incentive remuneration, confidence in the Executive Director. by the Board which will be payable annually after the Annual Accounts have been approved, are: v. In the event the Executive Director is not in a position to discharge his official duties due to any physical i. Company performance on certain defined qualitative or mental incapacity, the Board shall be entitled to and quantitative parameters as may be decided by the terminate his contract on such terms as the Board may Board from time to time. consider appropriate in the circumstances. ii. Industry benchmarks of remuneration. vi. Upon the termination by whatever means of iii. Performance of the individual. employment of the Executive Director: E. Minimum Remuneration: Notwithstanding anything to ʀ the Executive Director shall immediately cease the contrary herein contained, where in any financial year to hold office held by him in any subsidiaries
Notice 273 or associate companies without claim for Item No. 8 compensation for loss of office by virtue of At the AGM held on 21 August, 2014, the Members of the Section 167(1)(h) of the Act and shall resign as Company had approved of the re-appointment and terms of trustee of any trust connected with the Company. remuneration of Mr. R. Mukundan, Managing Director of the ʀ the Executive Director shall not without the Company for a period of 5 years from 26 November, 2013 upto consent of the Company at any time thereafter 25 November, 2018, including, inter alia, salary scale of ` 5,50,000 per represent himself as connected with the month to ` 8,00,000 per month, with authority to the Board to fix his Company or any of its subsidiaries or associate salary within the above mentioned scale. companies. Taking into consideration the remaining tenure of appointment of vii. All Personnel Policies of the Company and the related Mr. Mukundan, size of the Company and the responsibilities cast on rules which are applicable to other employees of the Mr. Mukundan, Managing Director, on the recommendation of the Company shall also be applicable to the Executive Nomination and Remuneration Committee of the Board, the Board Director, unless specifically provided otherwise. at its meeting held on 18 May, 2018 has, subject to the approval of the Members of the Company, revised the upper limit of the scale of viii. If and when the Agreement expires or is terminated for salary from ` 8,00,000 per month to ` 9,00,000 per month with effect any reason whatsoever, the appointee will cease to be from 1 April, 2018 upto the remaining tenure of his appointment the Executive Director and also cease to be a Director. i.e. upto 25 November, 2018, with proportionate increase in the If at any time, the appointee ceases to be a Director of benefits related to his salary. All other terms and conditions of the Company for any reason whatsoever, he shall cease re-appointment of Mr. R. Mukundan, Managing Director of the to be the Executive Director and the Agreement shall Company, as approved at the AGM of the Company held on forthwith terminate. If at any time, the appointee ceases 21 August, 2014, remain unchanged. to be in the employment of the Company for any reason whatsoever, he shall cease to be a Director and the The aggregate of the remuneration as aforesaid shall be within Executive Director of the Company. the maximum limits as laid down under Section 197 and all other applicable provisions, if any, of the Act read with Schedule V as ix. The terms and conditions of appointment of the amended and as in force from time to time. Executive Director also includes adherence with the Tata Code of Conduct, no conflict of interest with the In compliance with the provisions of Sections 197, 198 read with Company, protection and use of Intellectual Properties, Schedule V and other applicable provisions of the Act, the revised non-solicitation post termination of agreement and terms of remuneration specified above are now being placed before maintenance of confidentiality. the Members for their approval. Mr. Langrana satisfies all the conditions set out in Part-I of The Directors are of the view that the remuneration payable to Schedule V of the Act as also conditions set out under Section 196(3) Mr. R. Mukundan as Managing Director is commensurate with his of the Act for being eligible for his appointment. He is not disqualified abilities and experience, and accordingly, commend the resolution from being appointed as Director in terms of Section 164 of the Act. at Item No. 8 of the accompanying Notice for approval of the Members of the Company. Having regard to the qualifications, experience and knowledge, the Directors are of the view that the appointment of Mr. Langrana as Other than Mr. R. Mukundan, none of the Directors or Key Managerial Executive Director will be beneficial to the functioning and future Personnel (KMP) or relatives of Directors and KMP is in any way growth opportunities of the Company and the remuneration payable concerned or interested, financially or otherwise, in the resolution at to him is commensurate with his abilities and experience. Item No. 8 of the accompanying Notice. Accordingly, the Board commends the Ordinary Resolutions as set out Mr. R. Mukundan is not related to any other Director or KMP of the at Item Nos. 6 and 7 of the accompanying Notice in relation to the Company. appointment of Mr. Langrana as an Executive Director for a period of 5 years from 1 April, 2018 to 31 March, 2023 for the approval of the Item No. 9 Members pursuant to the provisions of Sections 196, 197 and198 read At the AGM held on 21 August, 2014, the Members of the with Schedule V of the Act. Company had approved of the re-appointment and terms of remuneration of Mr. R. Mukundan, Managing Director of the The above may be treated as a written memorandum setting out the Company for a period of 5 years from 26 November, 2013 upto terms of appointment of Mr. Zarir Langrana under Section 190 of the 25 November, 2018, including, inter alia, salary scale of ` 5,50,000 per Act. month to ` 8,00,000 per month, with authority to the Board to fix his Except Mr. Langrana, none of the Directors or Key Managerial salary within the above mentioned scale. Personnel of the Company and their relatives is concerned or Based on the recommendations of the Nomination and Remuneration interested, financially or otherwise, in the resolutions set out at Item Committee, the Board has, vide resolution passed on 18 May, 2018, Nos. 6 and 7 of the accompanying Notice. Mr. Langrana is not related re-appointed Mr. Mukundan as the Managing Director & CEO of the to any other Director or KMP of the Company. Company for a period commencing from 26 November, 2018 upto 25 November, 2023, subject to approval of the Members.
274 Annual Report 2017-18 Mr. Mukundan, aged 51 years, is an MBA from FMS, Delhi University Other Allowances (including any special allowance), and BE-Electrical Engineering from IIT, Roorkee. He has attended Personal Accident Insurance Premium and Annual Club the Advanced Management Programme at Harvard Business Membership Fees subject to a maximum of 55% of the School. He joined the Tata Administrative Service in 1990. He joined annual basic salary. Tata Chemicals Limited in 2001 and has led various functions like (iv) Contribution to Provident Fund, Superannuation Fund strategy and business development, corporate quality, corporate or Annuity Fund and Gratuity Fund as per the Rules of planning and manufacturing before taking over as the Chief the Company. Operating Officer of the chemicals business of the Company. He played an active role in the Company’s transformation efforts in (v) The Managing Director & CEO shall be entitled to leave 2002, and also in the growth of domestic business as well as acquisition in accordance with the Rules of the Company. Privilege of new facilities in United Kingdom, Kenya and United States. He Leave earned but not availed by the Managing Director serves as Director on the Boards of certain Tata group companies. He & CEO is encashable in accordance with the Rules of the also serves on executive committees of various industry forums viz. Company. the Confederation of Indian Industry, Bombay Chamber of Commerce C. Commission: Such remuneration by way of commission, in and Industry, Employers’ Federation of India, All India Management addition to the salary and perquisites and allowances payable, Association, etc. calculated with reference to the net profits of the Company in The principal terms and conditions of Mr. Mukundan’s appointment a particular financial year, as may be determined by the Board as the Managing Director & CEO (hereinafter referred to as of the Company at the end of each financial year, subject to ‘Mr. Mukundan’ or ‘the Managing Director & CEO’) are as follows: the overall ceilings stipulated in Section 197 of the Companies Act, 2013 or any modification(s) or enactment(s) thereof. The Period of Appointment: From 26 November, 2018 upto specific amount payable to the Managing Director & CEO will 25 November, 2023 (both days inclusive). be based on performance as evaluated by the Nomination and Remuneration Remuneration Committee or the Board and will be payable annually. A. Salary: ` 9,00,000 per month in the scale of ` 8,00,000 to ` 15,00,000 per month. The annual increments which will be D. Incentive Remuneration: In case where the net profits of effective 1 April each year (starting from April 2019) will be the Company are inadequate for payment of profit-linked decided by the Board based on the recommendations of the commission in any financial year, incentive remuneration may Nomination and Remuneration Committee and will be merit- be paid upto an amount not exceeding 200% of Basic Salary based and take into account the Company’s performance as paid at the discretion of the Board. This incentive remuneration well. would be payable subject to the achievement of certain performance criteria and such other parameters as may be B. Benefits, Perquisites, Allowances:In addition to the basic considered appropriate from time to time by the Board. salary referred to in (A) above, the Managing Director & CEO shall be entitled to: An indicative list of factors that may be considered for determining the extent of commission/incentive remuneration, (i) Rent-free residential accommodation (furnished or by the Board which will be payable annually after the Annual otherwise) with the Company bearing the cost of Accounts have been approved, are: repairs, maintenance, society charges and utilities (e.g. gas, electricity and water charges) for the said i. Company performance on certain defined qualitative accommodation. and quantitative parameters as may be decided by the Board from time to time. OR ii. Industry benchmarks of remuneration. House Rent, House Maintenance and Utility Allowances aggregating 85% of the annual basic salary in case iii. Performance of the individual. residential accommodation is not provided by the E. Minimum Remuneration: Notwithstanding anything Company. to the contrary herein contained, where in any financial (ii) Following other facilities as per the Rules of the year during the currency of the tenure of the Managing Company: Director & CEO, the Company has no profits or its profits are a. Hospitalization and major medical expenses; inadequate, the Company will pay to the Managing Director b. Car facility; & CEO remuneration by way of Salary, Benefits, Perquisites and Allowances, and Incentive Remuneration as specified above. c. Telecommunication facilities; d. Housing Loan; F. Insurance: The Company will take an appropriate Directors’ and Officers’ Liability Insurance Policy and pay the premiums (iii) Other Perquisites and Allowances: for the same. It is intended to maintain such insurance cover for Other Perquisites and Allowances including Medical the entire period of appointment, subject to the terms of such Allowance, Leave Travel Concession/Allowance, policy in force from time to time.
Notice 275 G. Other Terms of Appointment: vii. All Personnel Policies of the Company and the related rules which are applicable to other employees of the i. The terms and conditions of the said appointment may Company shall also be applicable to the Managing be altered and varied from time to time by the Board Director & CEO, unless specifically provided otherwise. as it may in its discretion deem fit, irrespective of the limits stipulated under Schedule V of the Act or any viii. If and when the Agreement expires or is terminated amendments made hereafter in this regard, in such for any reason whatsoever, the appointee will cease to manner as may be agreed to between the Board and be the Managing Director & CEO and also cease to be the Managing Director & CEO, subject to such approvals a Director. If at any time, the appointee ceases to be a as may be required. Director of the Company for any reason whatsoever, he shall cease to be the Managing Director & CEO and ii. The Managing Director & CEO shall not become the Agreement shall forthwith terminate. If at any time, interested or otherwise concerned, directly or through the appointee ceases to be in the employment of the his spouse and/or children, in any selling agency of the Company for any reason whatsoever, he shall cease to Company. be a Director and the Managing Director & CEO of the iii. This appointment may be terminated by either party Company. by giving to the other party six months’ notice of ix. The terms and conditions of re-appointment with the such termination or the Company paying six months’ Managing Director & CEO also includes adherence with remuneration in lieu of the notice. the Tata Code of Conduct, no conflict of interest with the iv. The employment of the Managing Director & CEO Company, protection and use of Intellectual Properties, may be terminated by the Company without notice or non-solicitation post termination of agreement and payment in lieu of notice: maintenance of confidentiality.
ʀ if the Managing Director & CEO, is found guilty Mr. Mukundan satisfies all the conditions set out in Part-I of of any gross negligence, default or misconduct in Schedule V of the Act as also conditions set out under Section 196(3) connection with or affecting the business of the of the Act for being eligible for his appointment. He is not disqualified Company or any subsidiary or associate company from being appointed as Director in terms of Section 164 of the Act. to which he is required by the Agreement to Having regard to the qualification, experience and knowledge, the render services; or Directors are of the view that the re-appointment of Mr. Mukundan ʀ in the event of any serious repeated or continuing as Managing Director & CEO will be beneficial to the functioning and breach (after prior warning) or non-observance future growth opportunities of the Company and the remuneration by the Managing Director & CEO, of any of the payable to him is commensurate with his abilities and experience. stipulations contained in the Agreement to Accordingly, the Board commends the Ordinary Resolution as set be executed between the Company and the out at Item No. 9 of the accompanying Notice in relation to the Managing Director & CEO; or appointment of Mr. Mukundan as Managing Director & CEO for ʀ in the event the Board expresses its loss of a period of 5 years commencing from 26 November, 2018 to confidence in the Managing Director & CEO. 25 November, 2023 for the approval of the Members pursuant to the provisions of Sections 196, 197 and 198 read with Schedule V of the v. In the event the Managing Director & CEO is not in a Act. position to discharge his official duties due to any physical or mental incapacity, the Board shall be entitled The above may be treated as a written memorandum setting out the to terminate his contract on such terms as the Board terms of appointment of Mr. Mukundan under Section 190 of the Act. may consider appropriate in the circumstances. Except Mr. Mukundan, none of the Directors or Key Managerial vi. Upon the termination by whatever means of Personnel of the Company and their relatives is in any way concerned employment of the Managing Director & CEO: or interested, financially or otherwise, in the resolution set out at Item No. 9 of the accompanying Notice. Mr. Mukundan is not related to any ʀ the Managing Director & CEO shall immediately other Director or KMP of the Company. cease to hold office held by him in any subsidiaries or associate companies without Item No. 10 claim for compensation for loss of office by virtue At the AGM of the Company held on 26 August, 2013, the of Section 167(1)(h) of the Act and shall resign as Members had approved of the payment of commission to the Non trustee of any trust connected with the Company. Executive Directors and Independent Directors of the Company ʀ the Managing Director & CEO shall not without (other than the Managing Director and/or Whole-time Directors) the consent of the Company at any time not exceeding one percent per annum of the net profits of the thereafter represent himself as connected with Company for a period of five years commencing from 1 April, 2013. the Company or any of its subsidiaries or associate It is proposed to continue with the payment of Commission to companies. the Non Executive Directors and Independent Directors of the
276 Annual Report 2017-18 Company. Accordingly, it is proposed that in terms of Section 197 of Messrs D. C. Dave & Co., Cost Accountants (Firm Registration the Act, the Directors (apart from the Managing Director and Whole- No. 000611) as the Cost Auditors to conduct the audit of the cost time Directors) be paid, for each financial years, remuneration not records of the Company for the financial year ending 31 March, 2019 exceeding one percent per annum of the net profits of the Company at a remuneration of ` 9,00,000 per annum plus applicable taxes, or such other percentage as may be specified by the Act from time to travel and out of pocket expenses. time in this regard, computed in accordance with the provisions of the Accordingly, consent of the Members is being sought by way of an Act. This remuneration will be distributed amongst all or some of the Ordinary Resolution as set out at Item No. 11 of the accompanying Directors in accordance with the directions given by the Board on the Notice for ratification of the remuneration amounting to recommendation of the Nomination and Remuneration Committee. ` 9,00,000 per annum plus applicable taxes, travel and out of pocket The payment of commission would be in addition to the sitting fees expenses payable to the Cost Auditors for the financial year ending payable for attending the meetings of the Board and Committees. 31 March, 2019. The Board commends the resolution set out at Item No. 10 of the The Board accordingly commends the resolution set out at accompanying Notice for the approval of the Members of the Item No. 11 of the accompanying Notice for the approval of the Company by way of an Ordinary Resolution. Members. All the Directors of the Company, except the Managing Director & None of the Directors or KMP or relatives of Directors and KMP is CEO and the Executive Director, and their relatives are deemed to in any way concerned or interested, financially or otherwise, in the be concerned or interested in the Resolution at Item No. 10 of the Resolution at Item No. 11 of the accompanying Notice. accompanying Notice to the extent of the remuneration that may be received by each of them. By Order of the Board of Directors None of the Whole-time Directors (i.e. Managing Director & CEO and Executive Director) or Key Managerial Personnel of the Company or their relatives is in any way concerned or interested, financially or Rajiv Chandan otherwise, in the said resolution. General Counsel & Company Secretary Item No. 11 Mumbai, 18 May, 2018 The Company is directed under the provisions of Section 148 of the Registered Office: Act read with the Companies (Cost Records and Audit) Rules, 2014 Tata Chemicals Limited (‘the Rules’), as amended from time to time, to have the audit of its Bombay House, 24, Homi Mody Street, cost records conducted by a cost accountant in practice. Further, in Fort, Mumbai 400 001 accordance with the provisions of Section 148 of the Act read with the CIN: L24239MH1939PLC002893 Rules, the remuneration payable to the Cost Auditors has to be ratified Tel. No: + 91 22 6665 8282 by the Members of the Company. Fax No: + 91 22 6665 8144 The Board of Directors, on the recommendation of the Email: [email protected] Audit Committee, has approved the appointment of Website: www.tatachemicals.com
Notice 277 0
Name of the Mr. Bhaskar Bhat Mr. R. Mukundan Ms. Padmini Khare Kaicker Mr. Zarir Langrana Director DIN 00148778 00778253 00296388 06362438 Date of Birth 29 August, 1954 19 September, 1966 15 April, 1965 12 February, 1959 Age 63 years 51 years 53 years 59 years Date of first 23 December, 2016 26 November, 2008 1 April, 2018 1 April, 2018 appointment Qualifications Graduated in Mechanical BE (Electrical Engineering) B. Sc. in Mathematics Economics graduate from Engineering from IIT, Madras from IIT, Roorkee; MBA Certified Public Accountant the University of Madras and and PGDBM from IIM, from FMS, Delhi University; (USA) and a Diploma holder post graduate qualification Ahmedabad. Advanced Management in Business Finance from in business management Programme at Harvard the Institute of Chartered from XLRI, Jamshedpur; Business School Financial Analysts of India. Advanced Management Programme at Harvard Business School Expertise in Mr. Bhaskar Bhat has Mr. R. Mukundan has wide Ms. Kaicker has over 25 years Mr. Langrana has over specific functional extensive experience experience in the field of of experience in the areas of 30 years of extensive areas and expertise in sales strategy, operations and Audit, Taxation, Corporate experience in the field and marketing. He is the general management. Finance, Corporate of sales and marketing, Managing Director of Advisory, Risk Management, strategy, operations and Titan Company Limited Corporate Governance, M&A general management since April 2002. At Titan, and restructuring activities. Mr. Bhat has dealt with Sales & Marketing, HR, international business and various general managerial assignments. Terms and N.A. Re-appointed for a period of Appointed for a period of 5 Appointed for a period of 5 conditions of 5 years up to 25 November, years up to 31 March, 2023 years up to 31 March, 2023 appointment or 2023 (Please refer to Item (Please refer to Item No. 5 of (Please refer to Item No. 6 reappointment No. 9 of the Notice) the Notice) and 7 of the Notice) Details of Sitting Fees: ` 3,90,000 ` 5.84 crore N. A. N.A. remuneration last Commission: Nil^ drawn (FY 2017- 18) Directorships ʀ Titan Company Limited ʀ Rallis India Limited* ʀ Tata Cleantech Capital NIL in other (Managing Director)* ʀ Tata International Limited Public Limited ʀ Titan Time Products Limited ʀ TAL Manufacturing Companies Limited Solutions Limited (excluding foreign ʀ Metahelix Life Sciences companies, ʀ Titan Engineering & Limited ʀ Rallis India Limited* private Automation Limited ʀ Kotak Mahindra companies ʀ Trent Limited* Investments Limited & Section 8 ʀ Bosch Limited* companies) ʀ Rallis India Limited* ʀ Tata SIA Airlines Limited ʀ Tata Sons Limited
278 Annual Report 2017-18 Membership of ʀ Titan Company ʀ Rallis India Limited ʀ Tata Cleantech Capital ʀ NIL Committees / Limited - Executive Committee Limited Chairmanship - Board Ethics of Board (Member) - Audit Committee in other Committee (Member) - Nomination and (Chairperson) Public Limited - Stakeholders Remuneration - Nomination and Companies Relationship Committee (Member) Remuneration Committee (Member) ʀ Tata International Committee (Member) - Risk Management Limited - Corporate Social Committee (Member) - Corporate Social Responsibility - CSR Committee Responsibility Committee (Member) (Member) Committee (Member) - Asset Purchase ʀ Trent Limited - Nomination and Committee (Member) - Nomination and Remuneration ʀ TAL Manufacturing Remuneration Committee Solutions Limited Committee (Member) (Chairman) - Audit Committee - Corporate Social ʀ Metahelix Life Sciences (Chairperson) Responsibility Limited - Nomination and Committee (Member) - Nomination and Remuneration - Executive Committee Remuneration Committee (Member) (Member) Committee (Member) ʀ Rallis India Limited ʀ Bosch Limited - Audit Committee - Audit Committee (Chairperson) (Member) ʀ Kotak Mahindra - Nomination and Investments Limited Remuneration - Audit Committee Committee (Member) (Chairperson) - Corporate Social - Nomination and Committee Remuneration (Chairman) Committee (Member) - Share Transfer Committee (Member) ʀ Tata SIA Airlines Limited - Audit Committee (Member) ʀ Rallis India Limited - Executive Committee (Chairman) - Nomination and Remuneration Committee (Member) No. of Board 9 9 N.A. N. A. meetings attended during the year No. of shares held: (a) Own - 500 - 3,666 (b) For other - NIL - NIL persons on a beneficial basis ^ In line with the internal guidelines, no payment is made towards commission to Mr. Bhaskar Bhat and Mr. S. Padmanabhan, Non-Executive Directors of the Company, who are in full-time employment with other Tata companies. * Listed company Mr. Bhaskar Bhat is not related to any other Director or Key Managerial Personnel
Notice 279 Route Map to the AGM Venue Venue: Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020. Landmark: Next to Bombay Hospital
Distance From Chhatrapti Shivaji Terminus: 1.6 km
Distance from Churchgate Railway Station: 0.65 km Distance from Marine Line Railway Station: 1 km
280 Annual Report 2017-18 To, TSR Darashaw Limited Unit: Tata Chemicals Limited 6-10 Haji Moosa Patrawala Industrial Estate, 20 Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011
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Date: ______Signature of Sole/First holder
Notice 281 This page is intentionally left blank
282 Annual Report 2017-18 Net Share Ordinary worth per per share Ordinary Dividend ``` per share share (Basic) Earnings Ordinary year in lakh ` profit for the profit in lakh Taxes Distributable ` + current maturity+ current of non-current and finance lease (long-term) borrowing taxes in lakh before before ` -current (long-term) borrowing and finance lease obligations minus investment in -current and finance lease obligations minus investment (long-term) borrowing in lakh ` in lakh ` Expenses Depreciation Profit in lakh ` revenue 3446 lakh. ` in lakh ` Net Block# Gross in lakh ` Employed in lakh ` CAPITAL ACCOUNTSCAPITAL REVENUE ACCOUNTS in lakh ` Reserves Borrowings@ Capital in lakh Capital ` subsidiary companies (other than Rallis India Limited). Year Share 1944-451949-501954-551959-601964-65 152 1974-75 152 1979-80 192 1984-85 312 1989-90 8 362 1990-91 10 9941991-92 24 9941992-93 64 1594 220 1993-94 69 4917 126 1994-95 906 7375 2036 86 1995-96 6705 7375 325 1996-97 25926 281 229 9262 288 1997-98 26070 11268 1189 302 1998-99 29831 11288 2848 11987 701 1999-00 34129 41931 18069 863 179 223 712252000-01 58398 18070 3089 926302001-02 210 20286 62262 18070 5878 113349 501 649722002-03 95966 18070 643 125245 125449 116 91843 16 2003-04 18070 152664 141396 2390 994682004-05 154892 223 9715 18070 4432 21293 147159 149537 207738 351 2005-06 161606 18070 876 33942 151240 256582 107 2006-07 152755 18070 29 286310 51179 176474 21516(a) 3464 13570 171930 30902 983082007-08 157023 191 305125 5860 137066 303 183030 352022008-09 137023 21516 312221 649 145516 187603 182018 412042009-10 114627 21516 324630 10429 64698 193962 23172 48743 2652 9 — 2010-11 106071 21516 4421 306313 178268 92443 201843 27354 155565 18 2011-12 23406 309171 21 81626 195254 203479 29580 76554 162813 72 2012-13 40424 23523 34754 307638 217768 202244 166151 2056 (13) 103420 9682013-14 132422 59171 — 24332 201 333762 188436 289288 150030 2403 324291 513 1223722014-15 145449 14 25482 362407 181467 165882 27 2650 1214322015-16^ 155 104177 25482 367544 2266 403964 2623 173411 10489 5674 168441 117432 21732016-17^ 234384 174145 25482 394514 4601 448586 — — 611 151605 11409 5445 1391902017-18^ 367610 25482 372583 926 468069 156239 — 11513 8974 141518 22008 294651 170483 11366 25482 619375 272984 41656 505250 63 155097 1 25482 11615 1600 118278 28671 297594 763842 450 29032 544641 151474 322515 25482 12347 1000 250 336709 741969 130588 — 33205 578845 151258 — 225961 364 373461 25482 13284 3000 783143 371640 3871 771822 500 2200 20983 184375 14 426923 13321 263451 860063 303469 839127 3612 3800 80 14345 183009 12 1106932 484819 1204 308481 271588 6 13693 914847 0.07 3945 4350 18609 14415 192763 352372 872402 — 348504 309 895153 3974 2816 1.03 20006 208104 16508 241132 434 22231 6495 576975 13770 354233 848385** 140721 895038 2.91 2616 0.90 8.29 205984 20487 12.34 656776 26202 13893 790072 32608 819678** 23165 2114 6.03 203713 28863 846375 — 965720** 15035 20.21* 499443 3.82 — 21.83 8.91* 205270 7324 45294 8.10 197529 18167 5.97 897412 — 14876 580460 1.60 13.96 0.60 3.00 213340 51087 2.50 11729 10555 911890 6544 16303 25.38 747472 169824 7.83 1093794 15.97 1053087 2.50 63384 8.11 16495 10.80 6.00 18719 1.60 793447 11239 115710 15.52 6.50 11.68 62.73 10.06 3.50 3.00 53.70 2.00 12682 863080 20446 839120 15784 6.50 908530 45.35 66027 985888 948407 6.50 73.03 6.50 22053 22468 18.06 19658 18963 72.72 6.50 54.84 50.45 58813 31.80 9.13 20792 21429 747132 79.42 5.00 34055 55870 639087 7.02 92.00 15882 20822 88.28 35303 19879 76435 19271 10.25 5.00 10.88 15335 92.79 44421 82536 5.00 16988 94918 15.83 15021 13913 56888 93.73 5.00 16.41 88027 17775 85409 105.36 45205 5.50 5.50 20.65 18205 43478 98960 84.35 42.82 255530 6.50 13281 40849 94.48 89.81 21407 21612 7.00 19.25 58660 92.80 8.00 18.38 29689 78834 64331 100.45 9.00 16.32 43607 111.07 66620 9.00 63797 23.03 152.64 9.00 25.25 176696 69271 164.11 10.00 17.12 176.07 10.00 26.15 25.04 186.09 10.00 69.36 27.19 193.73 10.00 10.00 208.33 12.50 223.79 22.00 11.00 317.41 237.22 444.51 347.60 FINANCIAL STATISTICS - Standalone FINANCIAL STATISTICS * annualised. * include non-current (short-term) + current borrowing (long-term) borrowing borrowing 2011 onwards ended 31 March, year @ From + capital advances net block includes capital work-in-progress 2011 onwards ended 31 March, year # From IND AS. has followed the Company 2016 onwards, ended 31 March, year ^ From (short-term) liabilities plus current maturities assets minus current plus current of non borrowing Total ** Capital Employed: Note : Note (a) Includes capital suspense account amounting to the balance lying in share
Financial Statistics 283 lakh ` Net Share Ordinary Worth per Worth `` per Share Share (Basic) Earnings Ordinary in lakhs the Year ` Profit for Profit in lakhs Profit/ (Loss) in (Loss) Share of Share ` Associate in lakhs Interest ` 314 10,540 lakh ` Taxes Minority in lakhs ` Taxes in lakhs before before ` current maturitycurrent of non-current and finance lease (long-term) borrowing t + capital advances in lakhs current (long-term) borrowing and finance lease obligations (long-term) borrowing current ` in lakhs ` Expenses Depreciation Profit RIGHTS ISSUERIGHTS BONUS SSUE Gross Gross in lakhs ` Revenue in lakhs ` Goodwill on Consolidation Net in lakhs block # ` 8/- per share 1954-55 2 at par 1 for 48 1966-67 10 1 for 30 10/- per share 1957-58 5 at Par 4 for 112 1968-69 10 3 for 100 30/- per share 1961-62 0.5 per share Re. 5 at Prem 1 for 50 1970-71 5 1 for 87 40/- per share 1972-73 0.5 per share Re. 5 at Prem 1 for 104 1974-75 2 1 for 311 60/- per share 1974-75 5 2 for 777 40/- per share 1990-91 2 1 for 2,458 40/- per share 1995-96 5 3 for 6,777 220.78/- per share 220.78/- per share 220.78/- per share in lakhs Capital Capital ` Employed ` ` ` ` ` ` ` ` ` ` Premium * in lakhs ` Borrowings Borrowings CAPITAL ACCOUNTSCAPITAL REVENUE ACCOUNTS lakh in lakhs Interest ` 9,201 ` in lakhs ` Reserves Minority in lakhs Capital ` Year Share EQUITY SHARES ISSUED ON OF BONDS/DEBENTURES CONVERSION 1982-83 116 2005-062006-072007-08 215162008-09 21516 2004192009-10 23406 2356662010-11 23523 3484392011-12 24332 4534552012-13 - 25482 447310 42342013-14 - 25482 15219 5196872014-15 182769 25482 35006 6081452015-16@ 480669 186420 25482 40645 628381 6158742016-17@ 430024 25482 44809 499372 531069 25482 8851722017-18@ 469081 1122734 277941 53614 569972 529689 25482 337121 659950 1007837 305605 376696 65522 706073 25482 765342 1161268 383096 67349 259846 838400 1084689 1381258 449047 70749 262389 839306 464924 1532813 562128 271716 495141 76324 837884 909042 425315 1480479 532470 1300712 677783 468350 2164099** 744256 606283 1481024 563242 641825 476215 1166716 1202595 346846 983144 2109338** 528813 635874 1136412 2320108** 460432 1183144 504082 1157090 845176 662702 1425027 979211 672261 1545211 42264 176193 18404 1232095 31383 695699 1636983 169841 27388 1764956 1400520 173185 44678 1768873 1546394 1641748 1579960 45105 91732 60065 117587 1593580 50868 1606708 1327495 74813 1218260 53388 15751 17231 21147 93290 112096 47124 57137 24009 138343 20932 46314 27492 11171 55244 91303 34392 53059 (51889) 127859 - - 13114 30252 19257 115851 163655 28878 19946 28732 - 322261 35112 41807 - 20703 56935 1347 22100 23558 (246) - - 20553 64810 24099 - 60591 26941 (308) - 83759 (333) 1489 42834 96440 65347 (540) (103200) 27.59 1562 40040 50804 25.61 4923 77058 32.88 99311 59646 19.91 43.51 243308 (40.51) 26.10 202.81 15.72 193.89 23.62 30.25 248.72 103.11 158.96 218.46 214.00 38.98 23.41 95.51 251.75 119.52 269.05 310.42 217.92 435.78 1983-84 300 1984-85/1985-89 600 1987-88 725 1987-88 725 1992-93 1,960 1993-94 1,960 2007-08 1,889 2008-09 117 2009-10 809 FINANCIAL STATISTICS - Standalone FINANCIAL STATISTICS - Consolidated FINANCIAL STATISTICS include non-current (short-term) + current borrowing + (long-term) borrowing borrowing 2011 onwards ended 31 March, year *From # From year ended 31 March, 2011 onwards net block includes capital work-in-progress + intangibles assets held under developmen + intangibles net block includes capital work-in-progress 2011 onwards ended 31 March, year # From IND AS has followed the Company 2016 onwards, ended 31 March, year @ From (short-term) liabilities plus current Maturities minus current plus current Assets borrowing of non- Total ** Capital Employed:
284 Annual Report 2017-18 Corporate Identity Number (CIN) - L24239MH1939PLC002893 Registered Office: Bombay House, 24, Homi Mody Street, Fort, Mumbai - 400 001 Tel. No: +91 22 6665 8282 Fax No: +91 22 6665 8144 Email address: [email protected] Website: www.tatachemicals.com ATTENDANCE SLIP 79th ANNUAL GENERAL MEETING ON WEDNESDAY, 25 JULY, 2018 AT 3.00 P.M. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai - 400 020.
Folio No.: DP ID No.: Client ID No.:
I/We hereby record my/our presence at the SEVENTY NINTH ANNUAL GENERAL MEETING of the Company at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai - 400 020 on Wednesday, 25 July, 2018 at 3.00 p.m.
Name of the Member: Signature:
Name of the Proxyholder: Signature:
Notes: 1. Only Member/Proxyholder can attend the Meeting. 2. Please complete the Folio No./DP ID No., Client ID No. and name of the Member/Proxyholder, sign this Attendance Slip and hand it over, duly signed, at the entrance of the Meeting Hall. 3. A Member/Proxyholder attending the meeting should bring copy of the Annual Report for reference at the meeting.
Corporate Identity Number (CIN) - L24239MH1939PLC002893 Registered Office: Bombay House, 24, Homi Mody Street, Fort, Mumbai - 400 001 Tel. No: +91 22 6665 8282 Fax No: +91 22 6665 8144 Email address: [email protected] Website: www.tatachemicals.com PROXY FORM [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]
Name of Member(s) :
Registered address : E-mail Id :
Folio No. / Client ID No. : DP ID No.:
I/We, being the member(s) of Shares of Tata Chemicals Limited, hereby appoint:
1. Name: Email Id:
Address:
Signature: Or failing him/her;
2. Name: Email Id:
Address:
Signature: Or failing him/her;
3. Name: Email Id:
Address:
Signature: as my/our Proxy to attend and vote (on a poll) for me/us and on my/our behalf at the SEVENTY NINTH ANNUAL GENERAL MEETING of the Company to be held on Wednesday, 25 July, 2018 at 3.00 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai - 400 020 and at any adjournment thereof in respect of such resolutions as are indicated overleaf: *I wish my Proxy to vote in the manner as indicated in the box below:
Sr. No. Resolutions For Against Ordinary Business 1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31 March, 2018, together with the Reports of the Board of Directors and Auditors thereon. 2. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31 March, 2018, together with the Report of the Auditors thereon. 3. To declare dividend on the Ordinary Shares for the financial year ended 31 March, 2018. 4. To appoint a Director in place of Mr. Bhaskar Bhat (DIN: 00148778), who retires by rotation, and being eligible, offers himself for re-appointment. Special Business 5. Appointment of Ms. Padmini Khare Kaicker as a Director and as an Independent Director of the Company 6. Appointment of Mr. Zarir Langrana as a Director of the Company 7. Appointment of Mr. Zarir Langrana as Executive Director of the Company 8. Revision in the terms of remuneration of Mr. R. Mukundan, Managing Director 9. Re-appointment of Mr. R. Mukundan as Managing Director & CEO of the Company 10. Payment of commission to Non-Executive Directors 11. Ratification of Remuneration of Cost Auditors
Signed this ______day of ______2018 Affix Revenue Stamp
Signature of the Member: Signature of Proxyholder(s):
Note: 1. This Form in order to be effective should be duly filled, stamped, signed and deposited at the Registered Office of the Company at Bombay House, 24, Homi Mody Street, Fort, Mumbai - 400 001, not less than 48 hours before the commencement of the Meeting. 2. A proxy need not be a member of the Company. *3. This is only optional. Please put a ‘9‘ in the appropriate column against the resolutions indicated in the box. If you leave the ‘For’ or ‘Against’ column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate. 4. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the SEVENTY NINTH ANNUAL GENERAL MEETING of the Company. NOTES NOTES In a free enterprise, the community is not just another stakeholder in business, but is in fact the very purpose of its existence. - Jamsetji Tata
The figures are aggregated for Tata companies for the financial year ended 31.03.2017.
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Picture (left to right): The four partners - Jamsetji Tata, Founder of the Tata Group; R.D. Tata, father of J.R.D Tata; Sir Ratan Tata, younger son of the Founder; and Sir Dorabji Tata, elder son of the Founder. tata150.com
58 Annual Report 2017-18 Integrated Report Statutory Reports Financial Statements Registered Address Bombay House, 24, Homi Mody Street, Fort, Mumbai - 400001 India. CIN: L24239MH1939PLC002893 Telephone: +91 22 6665 8282 Fax: +91 22 6665 8144
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