Tata Steel has identified ‘Digital Leadership in the Steel
Industry' as a Strategic Enabler aligning to the Company's long-term strategic
vision. For this, starting 2018, Tata Steel embarked on a business-KPI, and value-driven
business transformation achieved with an Industry-standard 7-layer technology architecture
through progressively significant investments in Cloud, Data and Artificial Intelligence (‘AI').
like CO2
award from the President of India at the National Energy Efficiency
Innovation Awards. The Company heavily invested in Generative AI to unlock the potential
of the scale and quality of it's organisational data and used 35Mn+ Generative AI
tokens across the enterprise driving a culture of AI-enhanced productivity. AI-generated
Automated Insights help to take quick action in areas like safety, by using video
analytics to issue alerts and utilising past unsafe incident data to forecast potential
unsafe situations. External and internal data is being leveraged to shape the
Company's market strategy by offering insights on customers, competitors, and
markets. AI-powered conversational agents improve efficiency by providing a conversational
way to query and interact with organisational data using voice, video, or text, with
specific examples like the ‘SS Guru' which is helping in asset maintenance and
‘code genie' which assists in developing IT applications and AI models. In
FY2023-24, Tata Steel continued it's journey of value-driven business
transformation with the timely (over 94% on time) completion of 650+ Digital projects
while achieving a record-high value creation from the Shikhar program. Tata Steel has 3
sites Tata Steel Jamshedpur, Kalinganagar and IJmuiden (Netherlands) recognised as World
Economic Forum Global Lighthouses, the highest for any steel company in the world. The
Company has been recognised as an Advanced Benchmark Leader globally in the Gartner
Digital Execution Scorecard (DES) 4 years in a row. Tata Steel's data maturity
journey is recognised as the highest in the Tata Group. In FY2023-24, Tata Steel was
recognised as Digital Leader in Steel in the Economic Times CIO Awards, along with
digitally enabled projects being recognised in many prestigious forums.
8. Corporate Social Responsibility
The objective of the Company's Corporate Social Responsibility (‘CSR')
initiatives is to improve the quality of life of communities through long-term value
creation for all stakeholders. The Company's CSR policy provides guidelines to
conduct CSR activities of the Company. The salient features of the Policy forms part of
the Annual Report on CSR activities annexed to the Board's Report. The CSR policy is
available on the website of the Company at https://www.tatasteel.com/media/11804/
tata-steel-csr-policy-latest-2019.pdf For decades, the Company has pioneered various CSR
initiatives. The Company continues to address societal challenges through societal
development programmes and remains focused on improving the quality of life. During the
year, the Company spent H580.02 crore
towards its CSR activities and positively impacted over 4.4
million lives through its CSR programmes. The Company implements its CSR programmes
primarily through the Tata Steel Foundation, which works in close collaboration with
public systems and partners. Through its CSR, the Company envisions an enlightened,
equitable society in which every individual realises her/his potential with dignity
through work with tribal and excluded communities to co-create transformative, efficient
and lasting solutions to their development challenges. Through large-scale, proven
Signature Theme Models of change, the Company addresses core development gaps in India,
while being replicable at global platform. These include programmes on maternal and child
mortalities, access to school and learning enrichment for rural children, pan-India focus
on key aspects of tribal identity, and comprehensive development through empowerment of
panchayats between the manufacturing locations at Jamshedpur and Kalinganagar.
The Company also fosters Regional Change Models enabling lasting
betterment in the well-being of communities, prioritising those who are excluded and
proximate to its operating areas. The Company undertakes its CSR Programmes in areas of
health, nutrition, water, education, livelihoods, infrastructure, sports, disabilities,
grassroots governance and empowering the voice of women within communities. The Annual
Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 and the Rules
framed thereunder, is annexed to this Report (Annexure 2). In the Netherlands, the
Company maintains a close relationship with its employees, customers, local residents,
suppliers, the local business community, NGOs and educational institutions and provides
guest lectures and workshops on various topics that support the Company's strategy to
become a green, clean and circular steel company. The Company continues to partner with
organisations on various social causes such as activities for primary and secondary
schools, social well-being of its local communities in the areas of education, environment
as well as health and well-being and coaching of children with learning
difficulties towards a healthy lifestyle. The Company also focuses on gender diversity and
equality, for example, by putting additional effort into inspiring young girls to choose a
career in a technical field.
Tata Steel UK places community at the very heart of its operations. Its
programme of proactive community partnership embraces three aspects viz. health and well-being,
environment and education and learning.
In UK, the Company's long-running Tata Kids of Steel triathlon
programme has given thousands of children the opportunity to try swimming, cycling and
running through annual events held near the Company's operating sites at Corby and
Shotton. Many employees volunteer to help run the events, highlighting the commitment Tata
Steel UK's employees have to their communities. Further, the annual sponsorship of
the Richard Burton 10k running event near Port Talbot – which celebrated its 41st
year in 2023 and saw almost 3,000 runners across the start line including local MP Stephen
Kinnock. In 2023, the event, combined with the Runtech Kevin Webber Mini-Miler raised tens
of thousands of pounds for local charities and good causes. In March, a presentation
evening was hosted on site, to celebrate the race and all those in receipt of community
funding.
Tata Steel UK sponsors two activity-based programmes for primary school
children in South Wales: the Aberavon Wizards' League, a competition to develop rugby
and netball skills in Neath Port Talbot, and the Newport Dragons community outreach
programme which offers sports, holiday skills camps and sessions on lifestyle, healthy
eating and teamwork for children in over 60 primary schools in Gwent.
F. Corporate Governance
The Company ensures that it evolves and follows the corporate
governance guidelines and best practices diligently, not just to boost long-term
shareholder value, but also to respect rights of the minority. Tata Steel considers its
inherent responsibility to disclose timely and accurate information regarding the
operations and performance, leadership, and governance of the Company.
In accordance with it's Vision, Tata Steel aspires to be the
global steel industry benchmark for value creation and corporate citizenship. Tata Steel
expects to realise its Vision by taking such actions as may be necessary in order to
achieve its goals of value creation, safety, environment and people.
Pursuant to the SEBI Listing Regulations, the Corporate Governance
Report along with the Certificate from a Practicing Company Secretary, certifying
compliance with conditions of Corporate Governance, forms part of this Integrated Report
& Annual Accounts 2023-24 (Annexure 3).
1. Meetings of the Board and Committees of the Board
The Board met six times during the year under review. The intervening
gap between the meetings was within the period prescribed under the Companies Act, 2013
and the SEBI Listing Regulations. The Committees of the Board usually meet the day before
or on the day of the Board meeting, or whenever the need arises for transacting business.
Details of composition of the Board and its Committees as well as details of Board and
Committee meetings held during the year under review and Directors attending the same are
given in the Corporate Governance Report forming part of this Integrated Report &
Annual Accounts 2023-24.
2. Selection of New Directors and Board Membership Criteria
The Nomination and Remuneration Committee (‘NRC')
engages with the Board to evaluate the appropriate characteristics, skills and experience
for the Board as a whole as well as for its individual members with the objective of
having a Board with diverse backgrounds and experience in business, finance, governance,
and public service. The NRC, basis such evaluation, determines the role and capabilities
required for appointment of Independent Director. Thereafter, the NRC recommends to the
Board the selection of new Directors.
Characteristics expected of all Directors include independence,
integrity, high personal and professional ethics, sound business judgement, ability to
participate constructively in deliberations and willingness to exercise authority in a
collective manner. The Company has in place a Policy on appointment & removal of
Directors. The salient features of the Policy are: ? It acts as a guideline for matters
relating to appointment and re-appointment of Directors.
? It contains guidelines for determining qualifications, positive
attributes of directors, and independence of a Director ? It lays down the criteria for
Board Membership ? It sets out the approach of the Company on board diversity ? It lays
down the criteria for determining independence of a director, in case of appointment of an
Independent Director The Policy is available on the website of the Company at
https://www.tatasteel.com/media/6816/policy-on-appointment-and-removal-of-directors.pdf
3. Familiarisation Programme for Directors
As a practice, all new Directors (including Independent Directors)
inducted to the Board go through a structured orientation programme. Presentations are
made by Senior Management giving an overview of the operations, to familiarise the new
Directors with the Company's business operations. The new Directors are given an
orientation on the products of the business, group structure and subsidiaries, Board
constitution and procedures, matters reserved for the Board, and the major risks and risk
management strategy of the Company. Visits to plant and mining locations are organised for
the new Directors to enable them to understand the business better.
Details of orientation given to the new and existing Independent
Directors in the areas of strategy/industry trends, operations & governance, and
safety, health and environment initiatives are available on the website of the Company at
https://www.tatasteel.com/media/21203/ familiarization-programme-ids-2024.pdf
4. Evaluation
The Board evaluated the effectiveness of its functioning of the
Committees and of individual Directors, pursuant to the provisions of the Act and the SEBI
Listing Regulations. The Board sought the feedback of Directors on various parameters
including: ? Degree of fulfillment of key responsibilities towards stakeholders (by way
of monitoring corporate governance practices, participation in the long-term strategic
planning, etc.); ? Structure, composition and role clarity of the Board and Committees;
? Extent of co-ordination and cohesiveness between the Board and its Committees; ?
Effectiveness of the deliberations and process management; ? Board/Committee
culture and dynamics; and ? Quality of relationship between Board Members and the
Management.
The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The Chairman of the Board had one-on-one meeting with the Independent
Directors (‘IDs') and the Chairman of NRC had one-on-one meeting with the
Executive and Non-Executive, Non-Independent Directors. These meetings were intended to
obtain Directors' inputs on effectiveness of the Board/Committee processes.
In a separate meeting of the IDs, the performance of the
Non-Independent Directors, the Board as a whole and Chairman of the Company were evaluated
taking into account the views of Executive Directors and other Non-Executive
Directors.
The NRC reviewed the performance of the individual Directors and the
Board as a whole.
In the Board meeting that followed the meeting of the Independent
Directors and the meeting of NRC, the performance of the Board, its Committees, and
individual directors were discussed.
Outcome of Evaluation
The evaluation process endorsed the Board Members' confidence in
the ethical standards of the Company, the resilience of the Board and the Management in
navigating the Company during challenging times, cohesiveness amongst the Board Members,
constructive relationship between the Board and the Management and the openness of the
Management in sharing strategic information to enable Board Members to discharge their
responsibilities and fiduciary duties.
In the coming year, the Board intends to enhance focus on: ? the
on-going transformational projects both in TSUK and TSN; ? commissioning of the
Kalinganagar Phase II; ? Sustainability and decarbonisation initiatives of the Company.
5. Remuneration Policy for the Board and Senior Management
Based on the recommendations of the NRC, the Board has approved the
Remuneration Policy for Directors, Key Managerial Personnel (‘KMPs') and
all other employees of the Company. As part of the policy, the Company strives to ensure
that: ? the level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate Directors of the quality required to run the Company
successfully; ? relationship between remuneration and performance is clear and meets
appropriate performance benchmarks; and
? remuneration to Directors, KMPs and Senior Management involves a
balance between fixed and incentive pay, reflecting short, medium and long-term
performance objectives appropriate to the working of the Company and its goals.
The salient features of the Policy are:
? Based on which payment of remuneration (including sitting fees and
remuneration) should be made to Independent Directors (IDs) and Non-Executive Directors
(NEDs).
? Based on which remuneration (including fixed salary, benefits and
perquisites, bonus/performance linked incentive, commission, retirement benefits) should
be given to whole-time directors, KMPs and rest of the employees.
? For remuneration payable to Directors for services rendered in other
capacity.
During the year under review, there has been no change to the Policy.
The Policy is available on the website of the Company at
https://www.tatasteel.com/media/6817/ remuneration-policy-of-directors-etc.pdf
6. Particulars of Employees
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (‘Rules') are annexed
to this report (Annexure 4). In terms of the provisions of Section 197(12) of the
Act read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other
particulars of employees drawing remuneration in excess of the limits set out in the said
Rules forms part of this Report. Further, the Report and the Annual Accounts are being
sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act,
the said statement will be open for inspection upon request by the Members. Any Member
interested in obtaining such particulars may write to the Company Secretary at
cosec@tatasteel.com
7. Directors
The year under review saw the following changes to the Board of
Directors (‘Board').
Inductions to the Board
Based on the recommendations of the NRC, and in terms of the provisions
of the Companies Act, 2013 the Board, on May 27, 2023, appointed
Dr. Shekhar C. Mande (DIN: 10083454) as an Additional Director of the
Company effective June 1, 2023. Further, based on the recommendations of the NRC and
subject to the approval of the Members, the Board, in accordance with the provisions of
Section 149 read with Schedule IV to the Act and applicable SEBI Listing Regulations,
appointed Dr. Mande as an Independent Director of the Company, not liable to retire by
rotation, for a term of 5 years commencing from June 1, 2023 through May 31, 2028. Dr.
Mande brings to the Board his extensive knowledge and experience in the areas of research
& development and science & technology. The shareholders of the Company approved
the appointment of Dr. Mande as an Independent Director of the Company by way of a special
resolution passed at the 116th Annual General Meeting of the Company held on
July 5, 2023, for the abovementioned tenure.
Re-appointment of Chief Executive Officer and Managing Director
Mr. T. V. Narendran (DIN: 03083605) was appointed as the Managing
Director, India & South-East Asia, of the Company for a period of five years effective
September 19, 2013 through September 18, 2018, not liable to retire by rotation. The
Board, on October 31, 2017, re-designated Mr. Narendran as the Chief Executive Officer and
Managing Director (‘CEO & MD') of the Company. He was then
re-appointed as the CEO & MD of the Company, not liable to retire by rotation, for a
further period of five years effective September 19, 2018 through September 18, 2023.
Based on the recommendation of the Nomination and Remuneration Committee, the Board at its
meeting held on July 24, 2023, re-appointed Mr. Narendran as the CEO & MD for a
further period of five years effective September 19, 2023 through September 18, 2028,
subject to approval of the shareholders. On September 11, 2023, the Shareholders of the
Company, by way of an ordinary resolution passed through postal ballot, approved the
re-appointment of Mr. Narendran as CEO & MD of the Company for the abovementioned
tenure.
Re-appointment of Director retiring by rotation
In terms of the provisions of the Companies Act, 2013, Mr. Saurabh
Agrawal (DIN: 02144558), Director of the Company, retires at the ensuing AGM and being
eligible, seeks re-appointment. The necessary resolution for re-appointment of Mr.
Agrawal forms part of the Notice convening the ensuing AGM scheduled to be held on Monday,
July 15, 2024.
The profile and particulars of experience, attributes and skills that
qualify Mr. Agrawal for Board membership, are disclosed in the said Notice.
Cessation
As per the terms of his appointment, Mr. O. P. Bhatt (DIN: 00548091),
completed his second term as an Independent Director on June 9, 2023 and accordingly,
ceased to be an Independent Director and Member of the Board of Directors of the Company.
The Board of Directors places on record their deep appreciation for the wisdom, knowledge,
guidance and leadership provided by Mr. Bhatt as Member of the Board and as an Independent
Director during his tenure and as Chairman of the Board (from November 25, 2016 to February
7, 2017).
8. Independent Directors' Declaration
The Company has received the necessary declaration from each
Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b)
and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence
as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing
Regulations.
In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent Directors of the Company and
the Board is satisfied of the integrity, expertise, and experience (including pro_ciency
in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent
Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended, Independent
Directors of the Company have included their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate Affairs.
9. Key Managerial Personnel
In terms of Section 203 of the Act, the Key Managerial Personnel of the
Company are Mr. T. V. Narendran, Chief Executive Officer & Managing Director, Mr.
Koushik Chatterjee, Executive Director & Chief Financial Officer and Mr. Parvatheesam
Kanchinadham, Company Secretary & Chief Legal Officer (Corporate & Compliance).
During the year under review, there has been no change in the Key Managerial Personnel.
10. Audit Committee
The Audit Committee was constituted in the year 1986. The Committee has
adopted a Charter for its functioning.
The primary objective of the Committee is to monitor and provide
effective supervision of the Management's financial reporting process, to ensure
accurate and timely disclosures, with the highest levels of transparency, integrity and
quality of financial reporting.
The Committee comprises of Mr. Deepak Kapoor (Chairman), Ms. Farida
Khambata, Ms. Bharti Gupta Ramola and Mr. Saurabh Agrawal. The Committee met six times
during the year under review, the details of which are given in the Corporate Governance
Report.
During the year under review, there were no instances when the
recommendations of the Audit Committee were not accepted by the Board.
11. Internal Control Systems
The Company's internal control systems commensurate with the
nature of its business, the size, and complexity of its operations and such internal
financial controls with reference to the Financial Statements are adequate. Details on the
Internal Financial Controls of the Company forms part of Management Discussion and
Analysis forming part of this Integrated Report and Annual Accounts 2023-24.
12. Risk Management
Tata Steel operates in a dynamic and uncertain business landscape.
Hence, the Company has developed and deployed its Enterprise Risk Management ('ERM')
framework to create long-term value. The organisation pursues risk intelligent
decision-making to proactively prepare for unforeseen scenarios. The ERM framework
incorporates benchmark industry practices, international standards (including Committee of
Sponsoring Organisation of the Treadway Commission - COSO & ISO 31000: 2018),
while also being customised to suit the business of the Company.
The Risk Management Committee (‘RMC') of the Board
provides an oversight and sets the context for implementation of the ERM process across
the organisation.
The RMC ensures that appropriate methodology, processes, and systems
are in place to evaluate and monitor risks associated with the business of the Company. It
reviews the status of key risks, progress of ERM implementation across locations and any
exceptions as _agged to it, on a quarterly basis.
The risk appetite of the organisation is approved by the RMC and the
Board and is aligned to the Vision of the organisation. It is an important metric for
governing all business actions and strategic decisions.
The risk appetite is driven by the following:
? Health and safety of the employees and the communities in which the
Company operates are the prime concern and the operating strategy is focused on the above
objective.
? All business decisions are aligned to the Tata Code of Conduct.
? Management actions are focused on continuous improvement.
? Environment and Climate Change impacts are assessed on a continuous
basis and business decisions support systems including capital allocation, considers
climate impact through the internal carbon pricing framework.
? The long-term strategy of the Company is focused on generating
profitable growth and sustainable cashflows that creates long-term stakeholder value.
Risk Owners may accept risk exposure to their annual and long-term
business plans, which after implementation of mitigation strategies, is aligned to the
Company's risk appetite.
In order to drive the ERM implementation, the Company has also
constituted a Management Committee called Apex Risk Committee (‘ARC')
which comprises of the Chief Executive Officer and Managing Director, (‘CEO
& MD'), Executive Director and Chief Financial Officer (‘ED &
CFO') and Vice President – Corporate Finance, Treasury & Risk Management
(‘VP CFT & RM') as its members. The ARC reviews the business plan of
ERM, engages on the macro environment and deliberates on the risks that the Company faces,
every quarter.
The ERM framework is deeply embedded across the organisation and is
driven by a dedicated Central ERM team led by VP CFT & RM who acts as the Chief Risk
Officer ('CRO') of the Company. The CRO reports to ED & CFO and also to the RMC
Chairperson. The ERM team continuously scans the external and internal environment for
developments which may throw up emerging risks for the organisation. The risk _ags and
risk insights are shared with the Senior Management for deep diving into emerging risk
areas for the Company. ‘Expert Lens' sessions are organised for the leadership
team where external experts are invited to discuss emerging risk areas contextual for the
Company. Business Units (‘BUs') consider these inputs during
identification and management of bottom-up risks, which are reviewed quarterly as per
defined ERM Governance mechanism. The bottom up ERM process is decentralised, and the
ownership of the risks resides with the BUs. Hence, capability development for risk
management remains a focus area across the organisation. The bottom-up process is
complemented by a top-down process, which helps in identification of strategic enterprise
level risks.
The Company follows co-ordinated risk assurance and the ERM process is
integrated with Corporate Audit, Corporate Strategy & Planning, Corporate Legal,
Compliance and Security functions. The two-way communication with these functions brings
further rigor in driving the process across the organisation and the Tata Steel Group
Companies (‘TSGCs'). Corporate Audit team, led by Chief Audit Executive (who
reports to CEO & MD of the Company and Chairperson of the Audit Committee),
conducts an independent audit of the ERM process deployment across the organisation, as
the third line of defense. The ERM process being data intensive, an in-house built IT
system has been deployed across the organisation for management of risks through live
dashboards. The IT system supports risk analytics and helps in developing a uniform risk
culture as the same ERM framework is used while identifying, assessing, evaluating,
monitoring and reviewing risks.
The year has been disruptive for the global business environment, with
the prolonged Russia-Ukraine war, Israel-Hamas conflict, attacks on the global trade route
through Red Sea, to name a few. The Company remained vigilant of the evolving
macroeconomic, geopolitical situation and global financial market sentiments to
proactively manage risks in FY2023-24. The focus on identification and tracking of
‘Early Warning Indicators' and implementation of risk mitigation
strategies proactively has been a key enabler in managing these risks. The Company was
conferred with the ‘RIMS ERM Global Award of Distinction 2023' for 2nd
consecutive year. The award recognises the Company's outstanding ERM achievements
that have enabled the organisation to streamline processes and strengthen collaboration
across the enterprise in order to achieve strategic objectives. Risk Maturity Assessment
was also conducted during the year by an external agency. The assessment evaluated the
deployment of the ERM process across Tata Steel India. Based on the independent
evaluation, the Company has received a score of 4.71 on a scale of 5 and assessed to be
much ahead in the risk maturity curve as compared to its peers in the same industry.
13. Vigil Mechanism
The Company has a Vigil Mechanism that provides a formal channel for
all its Directors, employees and business associates including customers to approach the
Chairman of the Audit Committee or Chief Ethics Counsellor and make protected disclosures
about any unethical behaviour, actual or suspected fraud or violation of the Tata Code of
Conduct (‘TCoC'). No person is denied access to the Chairman of the Audit
Committee. The Vigil Mechanism in the Company fosters a culture of trust and transparency
among all its stakeholders. December 18, 2023, marked 25 years of the signing of the TCoC
by the Company.
The Company has established various policies to govern the vigilance
procedures, such as the Whistle-Blower Policy for Directors & Employees, the
Whistle-Blower Policy for Business Associates, the Whistle-Blower Protection Policy for
Business Associates (vendors/ customers), the Gift and Hospitality Policy (‘G&H'),
the Conflict-of-Interest (‘COI') Policy for Employees, the Anti-Bribery
& Anti-Corruption (‘ABAC') Policy, and the Anti-Money Laundering (‘AML')
Policy.
The Whistleblower Policies for Directors & Employees and Business
Associates encourages every Director, employee, and Business Associate to promptly report
any actual or possible violation of the TCoC or any event that he/she becomes aware of
that could affect the business or reputation of the Company. The Company ensures
protection for the whistleblowers and any attempts to intimidate the whistleblower is also
treated as a violation of the TCoC. The Whistleblower Policy includes reporting of
incidents of leak or suspected leak of Unpublished Price Sensitive Information (‘UPSI')
as required in terms of the provisions of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 as amended.
The Whistle-Blower Protection Policy for Business Associates, which
includes vendors and customers, safeguards Business Associates from any form of
retaliation or unjust business practices by the Company and simultaneously promotes
whistle-blowers to make protected disclosures in good faith, it also prohibits raising
concerns with malicious intent.
The ABAC and AML policies mainly focus on risk assessment, establishing
procedures and guidelines, conducting third-party due diligence, providing training and
awareness, and carrying out audits and reporting. The G&H Policy offers guidance to
employees or persons working for or on behalf of the Company on what is appropriate and
acceptable, and what is deemed unacceptable for offering, giving, and accepting gifts and
hospitality. The policy is in consonance with ABAC and AML policies.
The COI Policy of the Company requires employees to disclose any
conflicts annually and as and when it arises, whether actual or potential.
To incentivise employees to report misconduct or unethical behavior
within the Company, the Whistleblower Reward and Recognition Guidelines have been put in
place. The disclosures reported are addressed in the manner and within the time frame
prescribed in the Whistleblower Policy.
A Third-Party Whistleblowing helpline service is available to
stakeholders in Tata Steel and Tata Group companies for reporting concerns or disclosures.
The Ethics helpline services offer various communication channels, including a toll-free
number, web access, postal services, and email facilities.
The Company, during the year under review, conducted a series of
communication and training programmes for internal and external stakeholders, with an aim
to create awareness amongst them about TCoC and other ethical practices of the Company.
Online training sessions on ABAC/AML and POSH were continued in FY2023-24, along with
customised training and awareness sessions on 'Third Party Due Diligence'. Further, meets
were conducted with business associates with an aim to provide them a platform to discuss
their issues and clarify their dilemmas if any on the abovementioned policies. During the
year under review, the Company received 364 Whistle Blower Complaints (‘WBCs')
and 1,132 grievances and other concerns. Out of these, 236 WBCs were investigated and
closed after taking appropriate actions, 1,015 grievances and other concerns were
addressed as appropriate. A total of 128 WBCs were open as of March 31, 2024 for
which investigations are underway. The unaddressed 117 grievances and other concerns are
being reviewed and will be closed as appropriate. Consequent to the whistleblower
complaint in the Company's Graphene Business Division, the Company carried out a
detailed assessment and review of the matter and made the accounting adjustments/
provisions, as appropriate, in the books of account, which were not material to the
financial statements. Based on the assessment(s) and review, it has been concluded that
there has not been any fraud under Section 447 of the Companies Act, 2013.
A report under sub-section (12) of Section 143 of the Companies Act,
2013 has been filed by the statutory auditors in Form ADT-4 as prescribed under Rule 13 of
Companies (Audit and Auditors) Rules, 2014 with the Central Government.
14. Disclosure as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
Tata Steel maintains a zero-tolerance policy towards sexual harassment
at the workplace. The Company has adopted a policy on prevention, prohibition, and
redressal of sexual harassment at workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules made thereunder.
The Company has complied with the provisions relating to the
constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review,
the Company received 21 complaints of sexual harassment, of which 16 complaints have been
resolved and appropriate actions taken, 5 complaints are under investigation.
15. Subsidiaries, Joint Ventures and Associates
The Company has 131 subsidiaries and 41 associate companies (including
23 joint ventures) as on March 31, 2024. During the year under review, the Board of
Directors reviewed the affairs of material subsidiaries. There has been no material change
in the nature of the business of the subsidiaries.
In accordance with Section 129(3) of the Act, the Consolidated
Financial Statements of the Company and all its subsidiaries, associates and joint
ventures has been prepared and this forms part of the Integrated Report. Further, the
report on the performance and financial position of each subsidiary, associate and joint
venture and salient features of their Financial Statements in the prescribed Form AOC-1 is
annexed to this report (Annexure 5).
In accordance with the provisions of Section 136 of the Act and the
amendments thereto, read with the SEBI Listing Regulations the audited Financial
Statements, including the consolidated financial statements and related information of the
Company and financial statements of the subsidiary companies are available on the website
of the Company at www.tatasteel.com
The names of companies that have become or ceased to be subsidiaries,
joint ventures and associates during the year under review are disclosed in an annexure to
this report (Annexure 6).
16. Related Party Transactions
In line with the requirements of the Act and the SEBI Listing
Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy
can be accessed on the Company's website at https://www.
tatasteel.com/media/5891/policy-on-related-party-transactions.pdf During the year under
review, all related party transactions entered into by the Company, were approved by the
Audit Committee and were at arm's length and in the ordinary course of business.
Prior omnibus approval is obtained for related party transactions which are of repetitive
nature and entered in the ordinary course of business and on an arm's length basis.
The Company did not have any contracts or arrangements with related parties in terms of
Section 188(1) of the Companies Act, 2013.
Accordingly, the disclosure of related party transactions as required
under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for
FY2023-24 and hence does not form part of this report.
Details of related party transactions entered into by the Company, in
terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated
financial statements forming part of this Integrated Report & Annual Accounts 2023-24.
17. Directors' Responsibility Statement
Based on the framework of internal financial controls and compliance
system established and maintained by the Company, work performed by the internal,
statutory, cost, and secretarial auditors and external agencies including audit of
internal financial controls over financial reporting by the statutory auditors and the
reviews performed by Management and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company's internal financial controls
were adequate and effective during financial year 2023-24.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of its knowledge and ability confirms that: a) in the
preparation of the annual accounts, the applicable accounting standards have been followed
and that there were no material departures; b) it has selected such accounting policies
and applied them consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit of the Company for that period; c) it has
taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities; d) it has
prepared the annual accounts on a going concern basis; e) it has laid down internal
financial controls to be followed by the Company and that such internal financial controls
are adequate and are operating effectively; f) it has devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were in place,
are adequate and operating effectively.
18. Auditors
Statutory Auditors
Members of the Company at the AGM held on August 8, 2017,
approved the appointment of Price Waterhouse & Co Chartered Accountants LLP
(Registration No.- 304026E/E300009) (‘PW'), Chartered Accountants, as the
statutory auditors of the Company. Further, the shareholders approved the re-appointment
of PW for a second term of five years commencing the conclusion of the 115th
AGM held on June 28, 2022 until the conclusion of 120th AGM of the Company to
be held in the year 2027.
The report of the Statutory Auditor forms part of this Integrated
Report and Annual Accounts 2023-24. The said report does not contain any qualification,
reservation, adverse remark or disclaimer.
Cost Auditors
In terms of Section 148 of the Act, the Company is required to maintain
cost records and have the audit of its cost records conducted by a Cost Accountant. Cost
records are prepared and maintained by the Company as required under Section 148(1) of the
Act.
The Board of Directors of the Company has, on the recommendation of the
Audit Committee, approved the appointment of M/s Shome & Banerjee (Firm Registration
No. 000001) as the cost auditors of the Company for the year ending March 31, 2025. M/s
Shome & Banerjee have vast experience in the field of cost audit and have been
conducting the audit of the cost records of the Company for the past several years.
In accordance with the provisions of Section 148(3) of the Act read
with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the
remuneration of H35 lakh plus applicable taxes and reimbursement of out-of-pocket expenses
payable to the Cost Auditors for conducting cost audit of the Company for FY2024-25 as
recommended by the Audit Committee and approved by the Board has to be rati_ed by the
Members of the Company. The same is placed for rati_cation of Members and forms part of
the Notice of the ensuing AGM.
Secretarial Auditors
Section 204 of the Act, inter alia, requires every listed
company to annex to its Board's Report, a Secretarial Audit Report, given in the
prescribed form, by a Company Secretary in practice.
The Board had appointed Parikh & Associates, (Registration No.
P1988MH009800), Practicing Company Secretaries, as the Secretarial Auditor to conduct
Secretarial Audit of the Company for the FY2023-24 and their Report is annexed to this
report (Annexure 7A). There are no qualifications, observations, adverse remark or
disclaimer in the said Report.
Further, in terms of the requirements under the SEBI Listing
Regulations the Secretarial Audit Report of the Company's Indian material unlisted
subsidiary, Neelachal Ispat Nigam Limited is annexed to this report
(Annexure 7B)
19. Annual Return
The Annual Return for Financial Year 2023-24 as per provisions of the
Act and Rules thereto, is available on the Company's website at
https://www.tatasteel.com/ media/21208/mgt7.pdf
20. Significant and Material Orders passed by the Regulators or Courts
There has been no significant and material order passed by the
regulators or courts or tribunals impacting the going concern status and the
Company's future operations. However, Members' attention is drawn to the
statement on contingent liabilities, commitments in the notes forming part of the
Financial Statements.
21. Particulars of Loans, Guarantees or Investments
Particulars of loans, guarantees given and investments made during the
year under review in accordance with Section 186 of the Act is annexed to this report
(Annexure 8).
22. Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo
Details of the energy conservation, technology absorption and foreign
exchange earnings and outgo are annexed to this report (Annexure 9).
23. Deposits
During the year under review, the Company has not accepted any deposits
from public in terms of the Act. Further, no amount on account of principal or interest on
deposits from public was outstanding as on the date of the balance sheet.
24. Secretarial Standards
The Company has in place proper systems to ensure compliance with the
provisions of the applicable secretarial standards issued by The Institute of the Company
Secretaries of India and such systems are adequate and operating effectively.
25. Other Disclosures
(a) There has been no change in the nature of business of the Company
as on the date of this Report. (b) There were no material changes and commitments
affecting the financial position of the Company between the end of the financial year and
the date of this Report.
(c) There was no application made or proceeding pending against the
Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under
review.
J. Acknowledgements
The Board thanks the customers, vendors, dealers, investors, business
associates and bankers for their continued support during the year. The Board places on
record its appreciation of the contribution made by employees at all levels. The
Company's resilience to meet challenges was made possible by their hard work,
solidarity, co-operation and support.
The Board thanks the Government of India, the State Governments and the
Governments in the countries where Tata Steel has its operations and other regulatory
authorities and government agencies for their support and looks forward to their
continued support in the future.
On behalf of the Board of Directors
|
sd/- |
|
N. CHANDRASEKARAN |
| Mumbai |
Chairman |
| May 29, 2024 |
DIN: 00121863 |
