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Directors Report of Tata Chemicals Ltd.

Mar 31, 2023

The Directors hereby present their Eighty-Fourth (84^th) Annual Report on the performance of Tata Chemicals Limited (''the Company'') together with the Audited Financial Statements for the Financial Year (''FY'') ended March 31,2023.

1. Financial Results '' in crore
Particulars	Standalone		Consolidated
Particulars	Year ended March 31, 2023	Year ended March 31, 2022	Year ended March 31, 2023	Year ended March 31, 2022
Revenue from continuing operations	4,930	3,721	16,789	12,622
Profit before depreciation and finance costs	1,536	1,229	4,040	2,550
Depreciation and amortisation expense	245	222	892	806
Profit before finance costs	1,291	1,007	3,148	1,744
Finance costs	26	19	406	303
Profit before share of profit of joint ventures and tax	1,265	988	2,742	1,441
Share of profit of joint ventures	-	-	(2)	226
Profit before tax	1,265	988	2,740	1,667
Tax expense	238	201	288	267
Profit from continuing operations after tax	1,027	787	2,452	1,400
Profit from discontinued operations after tax	-	15	(18)	5
Profit for the year	1,027	802	2,434	1,405
Attributable to:
- Equity shareholders of the Company	1,027	802	2,317	1,258
- Non-controlling interests	-	-	117	147
Other comprehensive income (''OCI'')	(59)	1,538	(531)	2,959
Total comprehensive income	968	2,340	1,903	4,364
Balance in Retained earnings at the beginning of the year	6,642	6,078	7,616	6,255
Profit for the year (attributable to equity shareholders of the Company)	1,027	802	2,317	1,258
Remeasurement of defined employee benefit plans (net of tax)	6	17	(33)	358
Dividend	(318)	(255)	(318)	(255)
Balance in retained earnings at the end of the year	7,357	6,642	9,582	7,616

2. Dividend

For FY 2022-23, the Board of Directors has recommended a dividend of '' 17.50 per share i.e. 175% (previous year '' 12.50 per share i.e. 125%) on the Ordinary Shares of the Company. If declared at the ensuing Annual General Meeting (''AGM''), the total dividend outgo during FY 2023-24 would amount to '' 446 crore (previous year '' 318 crore).

3. Performance Review & State of Company''s Affairs

3.1 Consolidated:

On a consolidated basis, the revenue from operations increased to '' 16,789 crore in FY 2022-23 from '' 12,622 crore in FY 2021-22. The increase was mainly on account of higher soda ash prices across geographies. The profit before tax from continuing operations increased to '' 2,740 crore in FY 2022-23 from '' 1,667 crore in FY 2021-22, up by 64%.

3.2 Standalone:

On a standalone basis, the revenue from operations increased to '' 4,930 crore in FY 2022-23 from '' 3,721 crore in FY 2021-22. The increase was mainly on account of higher soda ash prices prevailing throughout the year. Profit before tax from continuing operations stood at '' 1,265 crore in FY 2022-23 against '' 988 crore in FY 2021-22, up by 28%.

For more details on the Consolidated and Standalone performance, please refer to Management Discussion & Analysis.

4. Management Discussion & Analysis

The Management Discussion & Analysis, as required in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), forms part of this Integrated Annual Report.

5. Business Overview

The Company has two business segments viz. Basic Chemistry Products and Specialty Products.

Basic Chemistry segment comprises inorganic chemicals led by Soda Ash, Salt and Sodium Bicarbonate. Scale, supply chain efficiencies and customer relationships drive this business. This segment has manufacturing operations spread across four continents viz. North America (USA), Europe (UK), Africa (Kenya) and Asia (India). These inorganic chemicals primarily service industries such as Glass (Automotive, Architectural & Container), Detergent, Food, Pharma, Animal Feed and Industrial Chemicals.

Specialty Products portfolio is driven by Chemistry-led differentiation. The Company has three key products in this segment comprising Specialty Silica, Prebiotics and Agri inputs. Specialty Silica range serves Food, Rubber and Tyre industry. Prebiotics and Formulations are targeted at Food, Animal Feed and Pharmaceutical applications. Rallis India Limited (''Rallis''), a listed subsidiary of the Company, produces and markets range of Agri inputs including Seeds for Indian and overseas farmers.

Soda Ash demand is also driven by Solar Glass (used in Solar Electricity generation) and Lithium Carbonate. The Specialty Products will focus on maximising value with a sustainable portfolio, low carbon footprint Specialty Silica and Prebiotics based on fermentation platform.

5.1 Basic Chemistry Products Standalone (India)

For FY 2022-23, the revenues from the Basic Chemistry Products business stood at '' 4,698 crore, higher by 35%.

Soda Ash

Indian soda ash demand remained steady during FY 2022-23, growing at around 4.0-4.5%, driven mainly by container, flat and solar glass segments. Considering annual solar installations of 20-25 GW, solar glass is expected to remain a key demand driver. Increasing supply chain costs and rise in global soda ash prices resulted in import parcels coming at higher prices. Domestic availability remained normal with no major outages and high operating rates due to steady demand. Availability of imported material was tight in the first half of the year but started to ease in second half of the year with easing of supply chains and lower ocean freight rates. Coal prices remained volatile and surged after the Russia-Ukraine conflict. This kept the production costs higher, though some of this was passed on to customers. Prices began to fall in the second half, but high inflationary pressures kept demand and margins under control. Soda ash realisations improved during FY 2022-23 resulting in increase in revenues and EBITDA over FY 2021-22. Higher than expected demand coupled with supply constraints and a pressure of increased input and energy cost led to increased pricing.

Sales of soda ash for FY 2022-23 stood at 6.5 lakh Metric Tonne (''MT''), a decrease of 5% over the previous year.

Sodium Bicarbonate

Sales of sodium bicarbonate stood at 1.2 lakh MT, same as last year.

The Company markets four value-added grades of Bicarb - Medikarb (pharma grade), Sodakarb (food grade), Alkakarb (feed grade) and Speckarb (industrial grade).

Salt

The demand for salt was higher from the Company''s key customer, Tata Consumer Products Limited, during the year and the production was increased appropriately to meet the increased requirement. The Company recorded highest ever production of salt at 13.2 lakh MT during FY 2022-23. In addition, a project is under implementation to increase the salt manufacturing capacity to meet the projected demand increase. On the manufacturing side, solar salt production was affected due to brine dilution owing to extended rains and flooding.

Other Products

Sale of cement stood at 4.8 lakh MT, an improvement of 13.7% over previous year. Bromine production was impacted due to bittern dilution.

Subsidiaries

Tata Chemicals North America Inc., USA (''TCNA'') (as per USGAAP)

During FY 2022-23, overall revenue for TCNA increased by 32% to US$ 655.7 million ('' 5,271 crore) from US$ 495.0 million ('' 3,688 crore) due to increased realisation offsetting a small volume reduction of 2%.

EBITDA registered an increase of 51% to US$ 160.3 million ('' 1,288 crore) against US$ 106.0 million ('' 790 crore) in FY 2021-22. This increase in business performance led to TCNA registering a profit after tax and non-controlling interest of US$ 90.7 million ('' 729 crore) during FY 2022-23 compared to a profit of US$ 49.9 million ('' 372 crore) in FY 2021-22.

TCE Group Limited, UK (''TCE group'') (as per IFRS)

TCE Group Limited''s business consists of soda ash, sodium bicarbonate, and energy units and British Salt Limited which manufactures and sells food and industrial grade white salt. Together they are referred to as ''UK Operations'' of the Company in this Report.

The turnover from the UK Operations for FY 2022-23 was Â£ 271.5 million ('' 2,629 crore) against Â£ 191.5 million ('' 1,949 crore) in the previous year, registering a growth of 42%.

In a year dominated by high and volatile natural gas prices, soda ash sales volumes were steady throughout the year with slight softening of demand in the chemicals and construction sectors witnessed later in the year. Sales of high-grade sodium bicarbonate remained consistent compared to FY 2021-22, with some softness latterly in relation to lower technical grades in the Central & Western Europe market. Prices for both products were

substantially higher to reflect higher raw material and energy cost inputs.

The UK Operations maintained core UK market share with slightly reduced exports into Europe in line with the above. The combined heat and power (CHP) facility at Winnington performed well through the year generating good electricity margins despite volatile and high natural gas prices throughout the period.

In the Salt business, sales volumes were steady amid rising energy costs and price was increased in the market to reflect the same.

EBITDA for FY 2022-23 for the UK Operations was Â£ 63.6 million ('' 615 crore) against Â£ 11.6 million ('' 118 crore) and the profit after tax was Â£ 45.0 million ('' 435 crore) against the loss of Â£ 8.4 million ('' 85 crore) in the previous year.

Tata Chemicals Magadi Limited, Kenya (''TCML'')

(as per IFRS)

During FY 2022-23, sales volumes were lower by 10% over FY 2021-22. TCML achieved a revenue of US$ 117.6 million ('' 945 crore) for FY 2022-23 as against revenue of US$ 77.4 million ('' 577 crore) in the previous year, an increase of 52%. For FY 2022-23, TCML registered an EBITDA of US$ 58.3 million ('' 468 crore) against the EBITDA of US$ 19.2 million ('' 143 crore) in the previous year, higher by 204%. The increase in EBITDA was due to better realisations and cost control. TCML recorded a net profit of US$ 55.9 million ('' 450 crore) in FY 2022-23 against a net profit of US$ 12.7 million ('' 94 crore) in FY 2021-22.

5.2 Specialty Products Standalone Silica

Tyre demand during FY 2022-23 had normalised. Tyre labelling norms will continue to drive demand of highly dispersible silica (HDS). Silica margins in FY 2022-23 were impacted by a steep increase in raw material and energy costs. The Company''s primary focus will be on scaling use of HDS in tyre to protect overall realisations.

Prebiotics & Formulations

The Company stabilised its operations at its state-of-the-art greenfield facility in Mambattu, Andhra Pradesh. Food safety certifications (FSSAI, FSSC 22000, FAMI QS, Halal, Kosher), strong scientific backing, regulatory support,

together with ongoing application development have enabled the Company to serve customers across the globe.

In addition to continuing growth from the USA and South East Asia markets, there has been encouraging potential also opening up from the European Union. The facility has been qualified by some global customers placing the Company on the path of achieving full capacity utilisation in the coming year. There were specific intervention projects undertaken to improve efficiencies and cost of operations.

Subsidiary

Rallis India Limited (''Rallis'')

(as per TCL consolidated books)

Rallis India Limited, the Company''s listed subsidiary, has been serving Indian farmers and Global markets through its products in Crop Protection, Crop Nutrition and Hybrid Seeds. Rallis achieved revenue from operations of '' 2,967 crore in FY 2022-23 compared to '' 2,602 crore in FY 2021-22, an increase of 14%. The profit after tax stood at '' 92 crore, down by 44% against a profit after tax of '' 164 crore in FY 2021-22.

During FY 2022-23, the Domestic Crop care business of Rallis achieved a revenue of '' 1,643 crore as against '' 1,468 crore in FY 2021-22, an increase of 11.9%. This is in the context of the industry facing headwinds from erratic rainfall and lower pest infestation across the majority of the crops. Large part of the growth in the Agrochemicals industry in general and Rallis in particular has been driven by price growth.

The International business of Rallis grew by 24.5% to '' 979 crore in FY 2022-23 from '' 787 crore in FY 2021-22. Growth was competitive and well balanced between price and volume.

Revenue of the Seeds division of Rallis decreased by 1.3% over the previous year to '' 345 crore. The business continued to witness challenges for the second year in a row. Reduced demand for Hybrid Paddy and the presence of illegal cotton seeds impacted the industry. Profitability was impacted due to inventory provision & impairments of intangibles of '' 83 crore. Their portfolio has also faced challenges with some of the product launches not scaling up as per the expectations. High fixed costs have also limited operating leverage impacting the overall profitability of the business.

6. Finance and Credit Ratings

Amid the geopolitical conflict and a global macro-economic scenario of pressing energy inputs costs, rising interest rates, high inflation and supply-chain disruptions, the Company kept the focus on accelerated pre-payment of loans at its overseas subsidiaries while at the same time proactively responded to the global situation by negotiating competitive margins during refinances, arranging appropriate trade finance facilities to realign with the working capital requirements and broadening the investment avenues to enhance blended yield on deployment of surplus cash balances.

The Company''s overseas subsidiary, Tata Chemicals Magadi Limited, Kenya, pre-paid its entire term loan outstanding of US$ 36 million during the year. Term loans at Tata Chemicals International Pte Limited (''TCIPL''), Singapore and Homefield Pvt UK Limited amounting to US$ 200 million and US$ 28.5 million respectively, were refinanced and consolidated at TCIPL, Singapore. Â£ 80 million term loan at UK was refinanced with a new loan of Â£ 70 million and balance was repaid. Tata Chemicals North America has repaid US$ 85 million, ahead of the schedule, during the year under review.

During FY 2022-23, Rallis, a subsidiary and IMACID, a joint venture, paid dividends of '' 29 crore (FY 2021 -22: '' 29 crore) and '' 92 crore (FY 2021-22: '' 28 crore) respectively to the Company. Tata Chemicals South Africa (Pty) Limited paid a dividend of South African Rand 5.0 million ('' 2 crore) [FY 2021-22: South African Rand 30.0 million ('' 15 crore)]. TC Africa Holdings Limited paid a dividend of Â£ 0.3 million ('' 3 crore) [FY 2021-22: Â£ 1.5 million ('' 15 crore)].

For the year under review, the Company''s credit ratings were reaffirmed. Fitch Ratings upgraded the outlook to ''Positive''.

The Company as on March 31, 2023 had the following credit ratings:

- Long Term Corporate Family Rating - Foreign Currency of Ba1/Stable from Moody''s Investors Service

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

- Long Term bank facilities (fund-based limits) of '' 1,300 crore and short-term bank facilities (non-fund based limits) of '' 2,000 crore are rated at CARE AA (Outlook: Stable) and CARE A1 respectively, by CARE Ratings and

- Commercial Paper of '' 100 crore is rated at CRISIL A1 by CRISIL Ratings

7. Dividend Distribution Policy

I n accordance with Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company has adopted a Dividend Distribution Policy which endeavours for fairness, consistency and sustainability while distributing profits to the shareholders. The same is available on the Company''s website at https://www.tatachemicals.com/ DividendDistPolicy.htm.

8. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits for FY 2022-23 in the retained earnings.

9. Deposits from Public

The Company has not accepted any deposits from public and as such no amount on account of principal or interest on deposits from public was outstanding as on March 31,2023.

10. Business Responsibility & Sustainability Report

The Company endeavours to cater to the needs of the communities it operates in thereby creating maximum value for the society along with conducting its business in a way that creates a positive impact and enhances stakeholder value. As per Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility & Sustainability Report depicting initiatives taken by the Company from an environmental, social and governance perspective which has been assured by Ernst & Young LLP, forms part of this Integrated Annual Report.

11. Related Party Transactions

In line with the requirements of the Companies Act, 2013 (''the Act'') and SEBI Listing Regulations, as amended from time to time, the Company has formulated a Policy on Related Party Transactions (''RPT Policy'') for identifying, reviewing, approving and monitoring of Related Party Transactions and the same is available on the Company''s website at https://www.tatachemicals.com/RPTPolicy.htm.

All related party transactions entered into during FY 2022-23 were on arm''s length basis and in the ordinary course of business and were reviewed and approved by the Audit Committee. With a view to ensure continuity of day-to-day operations, an 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. A statement giving details of all related party transactions entered pursuant to the omnibus approval so

granted is placed before the Audit Committee on a quarterly basis for its review. The related party transactions entered into pursuant to the omnibus approval so granted are also reviewed as part of the internal audit by an independent external firm on a half-yearly basis.

During the year under review, the Company did not enter into any contracts or arrangements with related parties and no material related party transactions were entered into pursuant to Section 188(1) of the Act read with the relevant rule. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for FY 2022-23 and hence does not form part of this Integrated Annual Report.

In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of related party transactions on a consolidated basis as per the specified format to the stock exchanges on a half-yearly basis.

The details of the transactions with related parties are provided in the accompanying Financial Statements.

12. Risk Management

Risk Management at Tata Chemicals forms an integral part of Management focus.

The Risk Management Policy of the Company, which is approved by the Risk Management Committee of the Board (''RMC'') and the Board of Directors, provides the framework of Enterprise Risk Management (''ERM'') by describing mechanisms for the proactive identification and prioritisation of risks based on the scanning of the external environment and continuous monitoring of internal risk factors. The ERM framework identifies, evaluates, manages and reports risks arising from the Company''s operations and exogenous factors.

The Company has deployed bottom-up and top-down approaches to drive enterprise-wide risk management. The bottom-up process includes identification and regular assessment of risks by the respective business units and implementation of mitigation strategies. This is complemented by a top-down approach where the Risk Management Group (Senior Leadership Team) as well as the RMC identifies and assesses long-term, strategic and macro risks for the Company.

briefs the Board at its Meetings about the significant discussions at each of the RMC Meetings. This robust governance structure has also helped in the integration of the ERM with the Company''s Strategic Planning Process where emerging risks are used as inputs in such process. Identified risks are used as one of the key inputs in the strategy and business plans.

A systematic review of risks identified is subject to a series of focussed meetings of the empowered Risk Management Group (Senior Leadership Team), respective Business-level / Subsidiary-level Committees and the RMC. The RMC meets periodically to review all the key risks and assess the status of mitigation measures.

Considering the volatility, uncertainties and unprecedented challenges involved in the businesses, the risk management function has gained more importance over the last few years and it is imperative to manage and address such challenges effectively. With a view to have a focussed approach in doing so, the Company has appointed a Chief Risk Officer to oversee the Risk Management function of the Company.

Based on benchmarking and inputs from global standards on ERM, the Risk Management process has been deployed across geographies and businesses.

Some of the risks identified are set out in the Management Discussion & Analysis which forms part of this Integrated Annual Report.

13. Corporate Social Responsibility

The Corporate Social Responsibility (''CSR'') activities of the Company are governed through the Corporate Social Responsibility Policy (''CSR Policy'') approved by the Board. The CSR Policy guides in designing CSR activities for improving quality of life of society and conserving the environment and biodiversity in a sustainable manner. The CSR Committee of the Board oversees the implementation of CSR Projects in line with the Company''s CSR Policy.

The Company has adopted a participatory approach in designing need-based CSR programmes which are implemented through Tata Chemicals Society for Rural Development (''TCSRD'') in partnership with the Tata Trusts and with various government and non-government institutions. The Company''s CSR programme framework focusses on building economic capital, ensuring environmental integrity, enablers for

social, economic and environmental development and building social capital.

Building economic capital: The Company focusses on poverty alleviation and creating livelihoods, linked to farm and non-farm based activities.

Ensuring environmental integrity: The Company''s main focus is on management of natural resources and conservation of environment. The key programmes include land and water management activities, waste management, preservation of biodiversity and mitigation of climate change impacts.

Enablers for social, economic and environmental development: The Company''s programmes focus on health and nutrition, education and drinking water.

The Company conducts regular health and nutrition camps and also provides health care services. The education programme focusses on students starting from primary to the post-graduation level. Educational support is provided for enrolment of children and improving quality of education. The Company helps to provide clean water through roof rainwater harvesting structures, repair of hand pumps, installation and maintenance of drinking water pipelines, supporting households with water purifier systems through Swach Tarang Project.

Building social capital: Building the social capital for long- term sustainability is a key cross-cutting theme in all these programmes.

Women empowerment, reducing inequality of marginalised communities (through Affirmative Action), partnerships for achieving goals and setting up sustainable social enterprise models (Okhai and Ncourage Social Enterprise Foundation) are key initiatives for achieving the same.

The Company also endeavours to respond to disasters that affect any part of India and in the neighbourhood of all its manufacturing plants.

The CSR Policy is available on the website of the Company at https://www.tatachemicals.com/CSRPolicy2021.htm.

The Annual Report on CSR activities for FY 2022-23 is enclosed as Annexure 1 to this Report.

14. Whistleblower Policy and Vigil Mechanism

The Company has devised an effective whistleblower mechanism enabling stakeholders, including individual employees and their representative bodies, to communicate their concerns about illegal or unethical practices freely. The Company has also established a vigil mechanism for stakeholders to report concerns about any unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct. Protected disclosures can be made by a whistleblower through several channels. The Whistleblower Policy of the Company provides for adequate safeguards against victimisation of employees who avail of the mechanism. No personnel of the Company has been denied access to the Chairperson of the Audit Committee. The Policy also facilitates all employees of the Company to report any instance of leak of unpublished price sensitive information.

A dedicated third-party Ethics Helpline has been setup which is managed by an independent professional organisation for confidentially raising any ethical concerns or practices that violate the Tata Code of Conduct. The Ethics helpline services include toll-free number, web access, postal services and e-mail facilities.

The Policy is available on the website of the Company at: https://www.tatachemicals.com/WhistleblowerPolicy.htm.

15. Prevention of Sexual Harassment

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH Act'') and Rules made thereunder, the Company has formed an Internal Committee (''IC'') for its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a detailed policy for prevention of sexual harassment at workplace which ensures a free and fair enquiry process with clear timelines for resolution.

The Policy is uploaded on the website of the Company at http://www.tatachemicals.com/POSHPolicy.htm.

No complaints were pending at the beginning of the financial year. During the year under review, one concern was reported which was investigated and appropriate action was taken. No complaint was pending as at the end of the financial year.

To build awareness in this area, the Company has been conducting awareness sessions during induction of new employees and also periodically for permanent employees, third-party employees and contract workmen through online modules and webinars.

16. Particulars of Loans, Guarantees and Investments

During the year under review, the Company has given a loan of '' 150 crore to Tata International Limited, carrying a

coupon of 9.2% p.a. The proceeds on maturity of existing Non-Convertible Debentures of '' 150 crore held in Tata International Limited were timely received.

Pursuant to the merger of Bio Energy Ventures-1 (Mauritius) Pvt. Ltd., erstwhile subsidiary (''Bio Energy'') into the Company, a loan to Homefield Pvt UK Ltd of US$ 92.52 million ('' 701 crore) and an investment in Preference shares of Homefield Pvt UK Ltd of US$ 17.85 million ('' 116 crore), got transferred to the Company as directly held assets. Both these assets were earlier impaired in the books of Bio Energy and hence reflected without any value in the Company''s books upon merger. Subsequently, in line with the procedural requirements under the Cross Border Merger guidelines, the loan and the Preference shares were transferred during the year to Tata Chemicals International Pte. Ltd., Singapore.

There were no investments in equity shares during the year under review.

The Company has not extended any Corporate Guarantee during the year under review.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

17. Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries for FY 2022-23 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditor''s Report thereon form part of this Integrated Annual Report.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate annual accounts in respect of subsidiaries are available on the website of the Company.

The annual accounts of the subsidiaries and related detailed information will be made available to investors seeking information till the date of the AGM. They are also available on the website of the Company at https://www. tatachemicals.com/investors/agm-documents.

18. Subsidiary Companies, Joint Ventures and Associate

As on March 31, 2023, the Company had 27 (direct and indirect) subsidiaries (2 in India and 25 overseas), 3 Joint Ventures (''JV'') and 1 Associate. There has been no material change in the nature of the business of the subsidiaries.

During the year under review, Cheshire Compressor Limited, wholly-owned step-down subsidiary was dissolved and accordingly ceased to be a subsidiary of the Company with effect from March 14, 2023.

Subsequent to the year end, Tata Chemicals (Soda Ash) Partners [a general partnership formed under the laws of the State of Delaware (USA)] was converted into a Limited Liability Corporation (LLC) and renamed Tata Chemicals Soda Ash Partners LLC with effect from April 3, 2023. Further, TCSAP LLC, another subsidiary, was merged with the above subsidiary with effect from April 3, 2023.

Pursuant to SEBI Listing Regulations, the Company''s Policy on determining material subsidiaries is uploaded on the Company''s website at https://www.tatachemicals.com/ policy-on-determining-material-subsidiaries.pdf.

A report on the financial position of each of the subsidiaries, joint ventures and associate as per Section 129(3) of the Act is provided in Form AOC-1 enclosed to the Financial Statements.

19. Internal Financial Controls

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The Company has a well-defined delegation of authority with specified limits for approval of expenditure, both capital and revenue. The Company uses an established Enterprise Resource Planning (ERP) system to record day-to-day transactions for accounting and financial reporting.

as laid down and kept the Board of Directors informed. However, the Company recognises that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated on regular intervals.

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

20. Directors'' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s), including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-23.

Accordingly, pursuant to Sections 134(3)(c) and 134(5) of the Act, the Directors, to the best of their knowledge and ability, confirm that for the year ended March 31,2023:

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

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

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems are adequate and operating effectively.

21. Corporate Governance and Compliance

The Company follows the best governance practices to boost long-term shareholder value and respect minority rights.

The Company considers the same as its inherent responsibility to disclose timely and accurate information to its stakeholders regarding its operations and performance, as well as the leadership and governance of the Company. The Company is committed to the Tata Code of Conduct which articulates values and ideals that guide and govern the conduct of the Tata companies as well as its employees in all matters relating to business. The Company''s overall governance framework, systems and processes reflect and support its Mission, Vision and Values.

At Tata Chemicals, human rights is also an integral aspect of doing business and the Company is committed to respect and protect human rights to remediate adverse human rights impacts that may be resulting from or caused by the Company''s businesses. In furtherance to this, the Company has adopted the ''Tata Business and Human Rights Policy'' which aligns with the principles contained in the Universal Declaration of Human Rights, International Labour Organsations (ILO), Declaration on Fundamental Principles and Rights at Work and the United Nations Guiding Principles on Business and Human Rights and is consistent with the Tata Code of Conduct.

The Company''s governance guidelines cover aspects mainly relating to composition and role of the Board, Chairman and Directors, Board diversity, retirement age for the Directors and Committees of the Board.

The Company has in place an online compliance management system for monitoring the compliances across its various plants and offices. A compliance certificate is also placed before the Board of Directors every quarter. In compliance with the SEBI Listing Regulations, the Corporate Governance Report and the Secretarial Auditor''s Certificate form part of this Integrated Annual Report.

22. Directors and Key Managerial Personnel Directors

Re-appointment

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. N Chandrasekaran, Non-Executive, Non-Independent

Director (Chairman) of the Company, retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.

Ms. Padmini Khare Kaicker (DIN: 00296388) completed her first term of five years as Independent Director of the Company on March 31,2023. On the recommendation of the Nomination & Remuneration Committee (''NRC'') and the Board of Directors, the Shareholders of the Company on March 23, 2023 by way of a special resolution passed through postal ballot, approved the re-appointment of Ms. Kaicker as Independent Director of the Company for a second term of five years commencing from April 1,2023 upto March 31,2028.

Mr. Zarir Langrana (DIN: 06362438) was appointed as the Executive Director of the Company for a period of five years effective April 1,2018 upto March 31,2023. Based on the recommendation of the NRC, the Board of Directors, at its meeting held on February 1, 2023, re-appointed Mr. Langrana as the Executive Director for a further period effective April 1, 2023 upto February 29, 2024 (i.e. till he attains the retirement age in line with the Retirement Policy adopted by the Company), subject to approval of the shareholders. On March 23, 2023, the Shareholders of the Company, by way of a postal ballot, approved the reappointment of Mr. Langrana as Executive Director for the above-mentioned tenure.

Independent Directors

I n terms of Section 149 of the Act, Ms. Vibha Paul Rishi, Ms. Padmini Khare Kaicker, Dr. C. V. Natraj, Mr. K. B. S. Anand and Mr. Rajiv Dube are the Independent Directors of the Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the Management. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is of the opinion that all Directors including the Independent Directors of the Company possess requisite qualifications, integrity, expertise and experience in the fields of science and technology, digitalisation, strategy, finance, governance, human resources, safety, sustainability, etc.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs (''IICA'') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

Details of Familiarisation Programme for the Independent Directors are provided separately in the Corporate Governance Report which forms part of this Integrated Annual Report.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

Key Managerial Personnel (''KMP'')

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the KMP of the Company:

Mr. R. Mukundan, Managing Director & CEO

Mr. Zarir Langrana, Executive Director

Mr. Nandakumar S. Tirumalai, Chief Financial Officer

Mr. Rajiv Chandan, Chief General Counsel & Company Secretary

Procedure for Nomination and Appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Committee is also responsible for reviewing the profiles of potential candidates vis-a-vis the required competencies and meeting the potential candidates prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position including expert knowledge expected is communicated to the appointee.

The list of core skills, expertise and competencies of the Board of Directors as are required in the context of the

businesses and sectors applicable to the Company are identified by the Board and are available with the Board. The Directors have also reviewed the list of core skills, expertise and competencies which were mapped against them.

The same is disclosed in the Corporate Governance Report forming part of this Integrated Annual Report.

Scientific Advisory Board

The Board has constituted a Scientific Advisory Board consisting of scientists with relevant domain expertise under the Chairmanship of Dr. C. V. Natraj, Independent Director of the Company with a view to synergise the Research & Development initiatives at the Company''s Innovation Centre and Research & Development Centres of Rallis India Limited (Crop Care and Seeds). Further details in this regard are provided in the Corporate Governance Report.

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

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and the SEBI Listing Regulations. The same is available at https://www.tatachemicals.com/criteriadetermining.pdf.

Board Evaluation

The Board has carried out the annual evaluation of its own performance and that of its Committees and individual Directors for the year pursuant to the provisions of the Act and the SEBI Listing Regulations. The exercise of performance evaluation was carried out electronically through a secure application. This resulted in saving paper, reducing the cycle time to make documents available to the Board/Committee Members and in increasing confidentiality and accuracy.

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

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the

NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors.

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

The Company follows a practice of addressing each of the observations and suggestions by drawing up an action plan and monitoring its implementation through the Action Taken Report which is reviewed by the Board of Directors from time to time.

23. Remuneration Policy

The Company has in place a Remuneration Policy for the Directors, KMP and other employees pursuant to the provisions of the Act and the SEBI Listing Regulations which is available at https://www.tatachemicals.com/rempolicy.

24. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed pursuant to the provisions of Section 134 of the Act read with the Companies (Accounts) Rules, 2014 are provided in Annexure 2 forming part of this Report.

25. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''Rules'') are enclosed as Annexure 3 forming part of this Report. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules also forms part of this Report. Further, the Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request

by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at [email protected].

26. Auditors

I. Statutory Auditors

At the 83^rd AGM held on July, 6, 2022, B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) were appointed as Statutory Auditors of the Company for a second term of five (5) consecutive years upto the 88^th AGM by the Members.

The report of the Statutory Auditors along with notes to Schedules is a part of this Integrated Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

II. Cost Auditors

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant and accordingly, it has made and maintained such cost accounts and records. The Board, on the recommendation of the Audit Committee has appointed D. C. Dave & Co., Cost Accountants (Firm Registration No. 000611) [''D. C. Dave & Co.''] as the Cost Auditors of the Company for FY 2023-24.

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

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members'' ratification for the remuneration payable to D. C. Dave & Co., forms part of the Notice of the 84^th AGM forming part of this Integrated Annual Report.

III. Secretarial Auditors

In terms of Section 204 of the Act and Rules made thereunder, M/s. Parikh & Associates, Practicing Company Secretaries (Firm Registration No. P1988MH009800) have been appointed as Secretarial Auditors of the Company to carry out the secretarial audit for FY 2023-24. The report of the Secretarial Auditors for FY 2022-23 is enclosed as Annexure 4 forming part of this Report.

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

27. Reporting of Fraud

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

28. General Disclosures

I. Details of Board Meetings

During the year under review, six (6) Board Meetings were held, details of which are provided in the Corporate Governance Report.

II. Composition of Audit Committee

The Audit Committee comprised four (4) Members out of which three (3) are Independent Directors and one (1) is a Non-Executive Director. During the year under review, nine (9) Audit Committee Meetings were held, details of which are provided in the Corporate Governance Report. During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

III. Composition of CSR Committee

The CSR Committee comprised three (3) Members out of which one (1) is an Independent Director. During the year under review, three (3) Meetings of the CSR Committee were held, details of which are provided in the Corporate Governance Report. During the year under review, there were no instances when the recommendations of the CSR Committee were not accepted by the Board.

IV. Secretarial Standards

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems were adequate and operating effectively.

29. Other disclosures

(a) No significant and material orders were passed by the regulators or the courts or tribunals impacting the going concern status and the Company''s operations in future.

(b) I n 2020, Allied Silica Limited (ASL) filed an application under Section 9 of the Insolvency and Bankruptcy Code, 2016 (''IBC'') against the Company and the same is pending before the National Company Law Tribunal, Mumbai Bench as at the end of the year. The Company has contested the proceedings among other things, on the grounds that no operational debt is due and payable, the alleged debt is not an operational debt, the party is not an operational creditor under the IBC and that there is pre-existence of disputes between the parties.

(d) 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.

30. Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2023 is available on the Company''s website at https://www.tatachemicals.com/MGT72023.pdf.

31. Acknowledgements

The Directors appreciate the hard work, dedication, and commitment of all its employees including workmen at the manufacturing plants towards the success of the Company.

The Directors also acknowledge the support extended by the Company''s Unions and would also like to thank the financial institutions, banks, government authorities, customers, vendors and other stakeholders for their continued support and co-operation.

On behalf of the Board of Directors

N. Chandrasekaran Chairman

DIN: 00121863

Mumbai, May 3, 2023

Mar 31, 2022

The Directors hereby present their Eighty-Third (83^rd) Annual Report on the performance of Tata Chemicals Limited (''the Company'') together with the Audited Financial Statements for the Financial Year (''FY'') ended March 31,2022.

1. Financial Results

	'' in crore Standalone Consolidated
Particulars	Year ended March 31, 2022	Year ended March 31, 2021	Year ended March 31, 2022	Year ended March 31, 2021
Revenue from continuing operations	3,721	2,999	12,622	10,200
Profit before depreciation and finance costs	1,229	830	2,550	1,735
Depreciation and amortisation expense	222	197	806	760
Profit before finance costs	1,007	633	1,744	975
Finance costs	19	19	303	367
Profit before share of profit of joint ventures and tax	988	614	1,441	608
Share of profit of joint ventures	-	-	226	26
Profit before tax	988	614	1,667	634
Tax expense	201	135	267	198
Profit from continuing operations after tax	787	479	1,400	436
Profit from discontinued operations after tax	15	-	5	-
Profit for the year	802	479	1,405	436
Attributable to:
- Equity shareholders of the Company	802	479	1,258	256
- Non-controlling interests	-	-	147	180
Other comprehensive income (''OCI'')	1,538	1,081	2,960	1,417
Total comprehensive income	2,340	1,560	4,365	1,853
Balance in retained earnings at the beginning of the year	6,078	5,860	6,254	6,186
Profit for the year (attributable to equity shareholders of the Company)	802	479	1,258	256
Remeasurement of defined employee benefit plans (net of tax)	17	21	359	93
Dividends including tax on dividend*	(255)	(280)	(255)	(280)
Others	-	(2)	-	(1)
Balance in retained earnings at the end of the year	6,642	6,078	7,616	6,254
*Dividend declared in the previous year and paid during the respective reporting year

2. Dividend

For FY 2021-22, the Board of Directors has recommended a dividend of '' 12.50 per share i.e. 125% (previous year '' 10 per share i.e. 100%) on the Ordinary Shares of the Company. If declared at the ensuing Annual General Meeting (''AGM''), the total dividend outgo during FY 2022-23 would amount to '' 318 crore (previous year '' 255 crore).

3. Performance Review & State of Company''s Affairs

3.1 Consolidated:

On a consolidated basis, the revenue from operations increased to '' 12,622 crore in FY 2021-22 from '' 10,200 crore in FY 2020-21. The increase was mainly on account of higher soda ash volumes i.e. 3.7 million tonne in FY 2021-22 against 3.0 million tonne in FY 2020-21. The soda ash realisations too remained robust and were higher than previous year''s levels. The profit before tax from continuing operations increased to '' 1,667 crore in FY 2021-22 from '' 634 crore in FY 2020-21, up 163%.

3.2 Standalone:

On a standalone basis, the revenue from operations increased to '' 3,721 crore for FY 2021-22 from '' 2,999 crore in FY 2020-21. The increase was mainly on account of higher soda ash volumes i.e. 0.68 million tonne in FY 2021-22 against 0.62 million tonne in FY 2020-21. Profit before tax from continuing operations stood at '' 988 crore in FY 2021-22 against '' 614 crore in FY 2020-21, up 61%.

For more details on the Consolidated and Standalone performance, please refer to Management Discussion & Analysis.

4. Management Discussion & Analysis

5. Business Overview

The Company has two business segments viz. Basic Chemistry Products and Specialty Products.

Europe (UK), Africa (Kenya) and Asia (India). These inorganic chemicals primarily service industries such as Glass (Automotive, Architectural & Container), Detergent, Food, Pharma, Animal Feed and Industrial Chemicals.

Specialty Products portfolio is driven by Chemistry-led differentiation. The Company has three key products in this segment comprising Specialty Silica, Prebiotics and Agri inputs. Specialty Silica range serves Food, Rubber and Tyre industry. Prebiotics and Formulations are targeted at Food, Animal Feed and Pharmaceutical applications. Rallis India Limited, a listed subsidiary of the Company, produces and markets range of Agri inputs including Seeds for Indian and overseas farmers.

The Company is increasing its focus on Green Chemistry with Sustainability as a key driver of value. Basic Chemistry will scale further by adding capacities of the core products and leveraging cost competitiveness. The growth in Soda Ash demand is also driven by Solar Glass (used in Solar Electricity generation) and Lithium Carbonate. The Specialty Products will focus on maximising value with a sustainable portfolio, low carbon footprint Specialty Silica and Prebiotics based on fermentation platform.

5.1 Basic Chemistry Products Standalone (India)

For FY 2021-22, the revenues from the Basic Chemistry Products business stood at '' 3,475 crore, higher by 22%.

Soda Ash

The year started with the second wave of COVID-19 which suppressed the demand and prices in the first quarter. However, demand improved to pre-COVID levels by the end of first half of the year. Subsequently, as the impact of COVID-19 subsided and the economy started opening up with easing of restrictions, a gradual increase in demand was visible. Imports were significantly lower due to global tightening of supplies and supply chain disruptions. This period also witnessed significant cost increases due to rising energy, freight and raw salt costs. Realisations improved which helped the Company absorb these cost pressures. The skew in demand versus supplies has spilled over to FY 2022-23 as supply chain disruptions continue.

Sales of soda ash for FY 2021-22 stood at 6,78,130 metric tonne (''MT''), an increase of 9% over the previous year.

Sodium Bicarbonate

Sales of sodium bicarbonate stood at 1,20,186 MT and witnessed a solid growth of 19% over the previous year.

The Company markets four value-added grades of Bicarb -Medikarb (pharma grade), Sodakarb (food grade), Alkakarb (feed grade) and Speckarb (industrial grade).

Salt

The demand for salt was higher from the Company''s key customer, Tata Consumer Products Limited, during the year and the production was increased appropriately to meet the increased requirement even amid the pandemic. The Company recorded highest ever production of salt at 12.61 lakh MT during FY 2021-22. In addition, a project is under implementation to increase the salt manufacturing capacity to meet the projected demand increase.

Other Products

Sale of cement stood at 4.37 lakh MT, an improvement of 11% in FY 2021-22. Cement realisations and margins remained healthy and Bromine production was impacted due to bittern dilution.

Subsidiaries

Tata Chemicals North America Inc., USA (''TCNA'')

(as per USGAAP)

During FY 2021-22, overall sales volumes were up by 26%, a record for TCNA, which was driven by an increase in volumes in the export markets.

TCNA posted a revenue of US$ 495 million ('' 3,688 crore) for FY 2021-22 compared to US$ 388 million ('' 2,878 crore) in the previous year, registering a growth of 28%. For FY 2021-22, EBITDA at TCNA was US$ 106.2 million ('' 791 crore) against US$ 48.1 million ('' 357 crore) in FY 2020-21.

This sharp increase in volumes led to TCNA posting a profit after tax and non-controlling interest of US$ 49.9 million ('' 372 crore) during FY 2021-22 compared to a loss of US$ 12.8 million ('' 95 crore) in FY 2020-21.

TCE Group Limited, UK (''TCE group'') (as per IFRS)

TCE Group Limited''s business consists of soda ash, sodium bicarbonate and energy units and British Salt Limited which manufactures and sells food and industrial grade white salt. Together they are referred as ''UK Operations'' of the Company in this Report.

The turnover from the UK Operations for FY 2021-22 was Â£ 191.5 million ('' 1,949 crore) against Â£ 145.2 million ('' 1,409 crore) in the previous year registering a growth of 38%.

Soda ash sales volumes were strong during the year with consistent demand witnessed throughout the year. Sales of sodium bicarbonate were consistent although slightly down over FY 2020-21. The UK Operations maintained its core UK market share and robust export demand into Europe and rest of the world including navigating into the post-Brexit period from January 2021.

The combined heat and power (CHP) facility at Winnington performed well throughout the year.

In the Salt business, sales volumes were better than those recorded in FY 2020-21 amid rising energy costs and price increases in the market reflecting the same.

EBITDA for FY 2021-22 for the UK Operations was Â£ 12.2 million ('' 124 crore) against Â£ 14.2 million ('' 138 crore) and the loss after tax was Â£ 8.4 million ('' 85 crore) against the loss of Â£ 5.8 million ('' 56 crore) in the previous year.

Tata Chemicals Magadi Limited, Kenya (''TCML'')

(as per IFRS)

During FY 2021-22, sales volumes were higher by 37% over FY 2020-21. TCML achieved a revenue of US$ 77.6 million ('' 577 crore) for FY 2021-22 as against revenue of US$ 55.4 million (? 413 crore) in the previous year, an increase of 40%. For FY 2021-22, TCML registered an EBITDA of US$ 20.1 million ('' 150 crore) against the EBITDA of US$ 9.6 million ('' 71 crore) in the previous year, higher by 108%. The increase in EBITDA was due to better realisations and cost control.

TCML recorded a net profit of US$ 12.7 million ('' 94 crore) in FY 2021-22 against a net profit of US$ 2.8 million ('' 20 crore) in FY 2020-21.

The county government had issued a demand during FY 2018-19 for an arbitrary increase in land rates which was struck down subsequently by the Hon''ble High Court. TCML has filed an appeal for reconsideration of the other related issues raised in the petition before the Hon''ble High Court and the appeal is pending. TCML is working with Kenya national authorities and government to arrive at a fair and transparent resolution of the issues.

5.2 Specialty Products Standalone Silica

The Company manufactures Specialty Silica products and sells to tyre and food industries. Silica is a versatile material with varied applications. With focus on green products and regulatory matters, its use in the tyre industry is expected to accelerate. During FY 2021-22, capacity utilisation improved with increasing approvals from leading tyre companies in India. As a mark of recognition, the Company was awarded the ''Best Supplier in Innovation category for HDS Silica'' by a leading tyre company.

The Company''s products are well accepted in new segments of Silicone rubber applications and Battery separator segments.

Prebiotics & Formulations

The state-of-the-art manufacturing facility using

fermentation technology of the Company is located in Mambattu, Nellore District, Andhra Pradesh and has successfully stabilised its operations. There have been various optimisation projects which have been

implemented with all key certifications, like Food Safety System Certification - FSSC 22000 and FDA registration coupled with qualification from Key Global customers, which will enable the Company to increase volumes and reach 100% capacity utilisation in the coming year.

Subsidiary

Rallis India Limited (''Rallis'')

(as per TCL consolidated books)

Rallis is the Company''s listed subsidiary focussed on specialty products for the farm and agricultural sector consisting mainly of Crop Care and Seeds business. Rallis achieved a consolidated revenue from operations of '' 2,602 crore in FY 2021-22 compared to '' 2,424 crore in FY 2020-21, an increase of 7%. The profit after tax stood at '' 164 crore, down by 28% against a profit after tax of '' 229 crore in FY 2020-21.

During FY 2021-22, the Domestic business of Rallis achieved a revenue of '' 1,468 crore as against '' 1,287 crore in FY 2020-21, an increase of 14% on account of robust farm demand. Key crops which have shown major growth are Paddy, Cotton, Sugarcane, Soybean, Pulses, Chilli, Tea, Tomato and Grapes.

The International business of Rallis grew by 6% to '' 787 crore in FY 2021-22 from '' 741 crore in FY 2020-21. The International business gained 17 new registrations in the overseas market through strategic and partnership model. This model has helped Rallis register a healthy growth during the year under review and has also built the road for achieving the revenue in line with its long-term strategic planning.

Revenue of Seeds division of Rallis decreased by 13% over the previous year to '' 349 crore during the year under review mainly due to reduction in hybrid crop acres in Paddy and Millet and reduced availability of flagship hybrids in the Maize category. Changing weather and climate patterns impacted hybrid seed production and higher commodity prices led to increased cost of seed procurement, creating pressure on gross margins.

6. Responding to unprecedented challenges with resilience

As the global economy and society at large were gradually and steadily recovering from the after effects of the COVID-19 pandemic in FY 2021-22, the Russia-Ukraine crisis and supply chain disruptions created inflation headwinds.

Throughout the pandemic, the Company practiced extreme care and caution towards the health and well-being of its employees and partners while ensuring this care and caution was extended to the community at large. The Company regularly adhered to various guidelines and advisories issued by the authorities from time to time including maintaining social distancing at all its plant operations.

The Company''s UK business was impacted towards the end of FY 2021-22 due to the Russia-Ukraine crisis. The impact was high on the natural gas prices that substantially went up. The Company took timely measures of hedging mechanism.

7. Finance and Credit Ratings

During the year under review, while the focus continued on the liquidity, cash flows and working capital, intensified efforts were made towards: a) bringing down interest costs at overseas subsidiaries through a series of refinancing and loan re-pricing exercises; and b) improving the yield on cash surplus investments amid a low interest rates scenario through broadening the spectrum of investment avenues without compromising with safety and liquidity.

The overseas subsidiaries of the Company undertook a re-pricing exercise for US$ 275 million facility in TCNA, USA refinancing exercises of US$ 100 million in Valley Holdings Inc., USA, US$ 45.5 million in Homefield Pvt UK Limited and US$ 46 million in TCML, Kenya. The interest rates have been negotiated at rates lower than the erstwhile levels.

During FY 2021-22, Rallis, a subsidiary and IMACID, a joint venture, paid dividends of '' 29 crore (FY 2020-21: '' 24 crore) and '' 28 crore (FY 2020-21: '' 26 crore) respectively to the Company. Valley Holdings Inc., the Company''s step-down overseas subsidiary, which holds investments in the US operations, paid dividends aggregating to US$ 21.1 million ('' 157 crore) [FY 2020-21: US$ 20.9 million ('' 155 crore)]. Another overseas subsidiary of the Company, Tata Chemicals South Africa (Pty) Limited paid a dividend of South African Rand 30 million ('' 15 crore) [FY 2020-21: Nil].

Despite global disruptions due to COVID-19 pandemic, the Company''s credit ratings were reaffirmed during the year under review. The Company as on March 31, 2022 had the following credit ratings:

- Long Term Corporate Family Rating - Foreign Currency of Bal/Stable from Moody''s Investors Service

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

- Long Term bank facilities (fund-based limits) of '' 1,300 crore and short term bank facilities (non-fund based limits) of '' 2,000 crore are rated at CARE AA (Outlook: Stable) and CARE A1 respectively, by CARE Ratings and

- Commercial Paper of '' 100 crore is rated at CRISIL A1 by CRISIL Ratings

8. Dividend Distribution Policy

In accordance with Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company has adopted a Dividend Distribution Policy which endeavours for fairness, consistency and sustainability while distributing profits to the shareholders. The same is available on the Company''s website at https://www.tatachemicals.com/DividendDistPolicy.htm.

9. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits for FY 2021-22 in the retained earnings.

10. Deposits from Public

The Company has not accepted any deposits from public and as such no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2022.

11. Business Responsibility & Sustainability Report

The Company endeavours to cater to the needs of the communities it operates in thereby creating maximum value for the society along with conducting its business in a way that creates a positive impact and enhances stakeholder value. As per Regulation 34(2)(f) of the SEBI Listing Regulations and in line with the SEBI Circulars dated May 5, 2021 and May 10, 2021, though voluntary for FY 2021-22, the Company has, as a matter of good governance, adopted the Business Responsibility & Sustainability Report (''BRSR'') disclosing initiatives by the Company taken from an environmental, social and governance perspective. The BRSR forms part of this Integrated Annual Report.

12. Related Party Transactions

In line with the requirements of the Companies Act, 2013 (''the Act'') and SEBI Listing Regulations, as amended from time to time, the Company has formulated a Policy on Related Party Transactions (''RPT Policy'') for identifying, reviewing, approving and monitoring of Related Party Transactions. The RPT Policy was revised pursuant to the amendment to the SEBI Listing Regulations and the same is available on the Company''s website at https://www.tatachemicals.com/RPTPolicy.htm.

All related party transactions entered into during FY 2021-22 were on arm''s length basis and in the ordinary course of business and were reviewed and approved by the Audit Committee. With a view to ensure continuity of day-to-day operations, an 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. A statement giving details of all related party transactions entered pursuant to the omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review. The related party transactions entered into pursuant to the omnibus approval so granted are also reviewed as part of the internal audit by an independent external firm on a half-yearly basis.

The Company did not enter into any contracts or arrangements with related parties in terms of Section 188(1) and no material related party transactions were entered into by the Company during the year under review. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form No. AOC-2 is not applicable to the Company for FY 2021-22 and hence does not form part of this Integrated Annual Report.

In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of related party transactions on a consolidated basis as per the format specified in the relevant accounting standards to the stock exchanges on a half-yearly basis.

The details of the transactions with related parties are provided in the accompanying Financial Statements.

13. Risk Management

Risk Management at Tata Chemicals forms an integral part of Management focus.

and continuous monitoring of internal risk factors. The ERM framework identifies, evaluates, manages and reports risks arising from the Company''s operations and exogenous factors.

During the year under review, the ERM Policy and Terms of Reference of the RMC were revised in line with the SEBI Listing Regulations to, inter-alia, set up strategic policies including focus on ESG related risks, risks revolving around cyber security and defining the role and responsibilities of the RMC.

The RMC oversees the risk management process in the Company. The RMC is chaired by an Independent Director and the Chairperson of the Audit Committee is also a Member of the RMC. Further, the Chairman of the RMC briefs the Board at its Meetings about the significant discussions at each of the RMC Meetings. This robust governance structure has also helped in the integration of the ERM with the Company''s Strategic Planning Process where emerging risks are used as inputs in such process. Identified risks are used as one of the key inputs in the strategy and business plans.

Considering the volatility, uncertainties and unprecedented challenges involved in the businesses, the risk management function has gained more importance over the last few years and it is imperative to manage and address such challenges effectively. With a view to have a focussed approach in doing so, the Company has appointed a Chief Risk Officer effective April 1, 2022, to oversee the Risk Management function of the Company.

Based on benchmarking and inputs from global standards on ERM, the Risk Management process has been deployed across geographies and businesses.

Some of the risks identified are set out in the Management Discussion & Analysis which forms part of this Integrated Annual Report.

14. Corporate Social Responsibility

The Company has adopted a participatory approach in designing need-based CSR programmes which are implemented through Tata Chemicals Society for Rural Development (''TCSRD'') in partnership with the Tata Trusts and with various government and nongovernment institutions. The Company''s CSR programme framework focusses on building economic capital, ensuring environmental integrity, enablers for social, economic and environmental development and building social capital.

Building economic capital: The Company focusses on poverty alleviation and creating livelihoods, linked to farm and non-farm based activities.

Enablers for social, economic and environmental development: The Company''s key programme is the Holistic Nutrition Programme which targets the first 1,000 days of a child. Additionally, in the neighbourhood, the Company conducts regular health and nutrition camps.

The education programme focusses on students starting from primary to the post-graduation level. Educational support is provided for enrolment of children and improving quality of education.

The Company helps to provide clean water through roof rainwater harvesting structures, repair of hand pumps, supporting households with water purifier systems through Swach Tarang Project.

Building social capital: Building the social capital for longterm sustainability is a key cross-cutting theme in all these programmes.

During the COVID-19 pandemic, the Company proactively supported the communities and the Government. The Company also endeavours to respond to disasters that affect any part of India and in the neighbourhood of all its manufacturing plants.

In line with the amended Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company revised its CSR Policy and Charter of the CSR Committee during the year. The revised CSR Policy, inter alia, includes changes in definitions, CSR expenditure, treatment of surplus and setting off of excess spent, guiding principles for selection, implementation and monitoring of activities and approach, direction and annual action plan of the Board and CSR Committee of the Company. The CSR Policy is available on the website of the Company at https://www.tatachemicals. com/CSRPolicy2021.htm.

The Annual Report on CSR activities for FY 2021-22 is enclosed as Annexure 1 to this Report.

15. Whistleblower Policy and Vigil Mechanism

The Company has devised an effective whistleblower mechanism enabling stakeholders, including individual employees and their representative bodies to communicate their concerns about illegal or unethical practices freely. The Company has also established a vigil mechanism for stakeholders to report concerns about any unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. Protected disclosures can be made by a whistleblower through several channels. The Whistleblower Policy (''the Policy'') of the Company provides for adequate safeguards against victimisation of employees who avail of the mechanism. No personnel of the Company has been denied access to the Chairperson of the Audit Committee. The Policy also facilitates all employees of the Company to report any instance of leak of unpublished price sensitive information.

A dedicated third-party Ethics Helpline has been setup which is managed by an independent professional organisation for confidentially raising any ethical concerns or practices that violate the Tata Code of Conduct. The Ethics helpline services include toll free number, web access, postal services and email facilities.

The Policy is available on the website of the Company at: https://www.tatachemicals.com/WhistleblowerPolicy.htm.

16. Prevention of Sexual Harassment

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH Act'') and Rules made thereunder, the Company has formed

an Internal Committee (''IC'') for its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a detailed policy for prevention of sexual harassment at workplace which ensures a free and fair enquiry process with clear timelines for resolution.

The Policy is uploaded on the website of the Company at http://www.tatachemicals.com/POSHPolicy.htm.

17. Particulars of Loans, Guarantees and Investments

The Company has not given any loans during the year under review. The Company has made investments of '' 18 crore and '' 115 crore in equity shares through rights issue of The Indian Hotels Company Limited and Tata Projects Limited, respectively.

During the year under review, the Company has provided additional corporate guarantee of Â£ 14.4 million ('' 147 crore) to Tata Chemicals Europe Limited, a subsidiary of the Company.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

18. Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries for FY 2021-22 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditor''s Report thereon form part of this Integrated Annual Report.

19. Subsidiary Companies, Joint Ventures and Associate

As on March 31, 2022, the Company had 28 (direct and indirect) Subsidiaries (2 in India and 26 overseas), 3 Joint Ventures (''JV'') and 1 Associate. There has been no material change in the nature of the business of the subsidiaries.

The changes pertaining to Subsidiaries, JVs and Associate during the year are as under:

1. Following wholly-owned step-down subsidiaries of the Company which were dormant in nature have dissolved and accordingly ceased to be subsidiaries with effect from the dates given below:

- NHO Canada Holdings Inc. effective August 30, 2021

- General Chemical International, Inc. effective August 30, 2021

- Irish Feeds Limited effective September 14, 2021

- TCNA (UK) Limited effective November 30, 2021

2. PT Metahelix Lifesciences Indonesia, a subsidiary of Rallis, received approval for the cancellation of its Tax Identification Number on March 23, 2022 and accordingly ceased to be a subsidiary of the Company with effect from such date.

3. The name of Tata Chemicals Africa Holdings Limited, subsidiary of the Company was changed to TC Africa Holdings Limited effective October 11,2021.

4. Tata Chemicals International Pte. Ltd.''s (''TCIPL'', subsidiary of the Company) holding in JOil (S) Pte. Ltd., JV reduced from 33.78% to 17.07% and consequently JOil has been classified as an associate of TCIPL and that of the Company with effect from September 21,2021.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, the Company''s Policy on determining material subsidiaries was amended during the year and the same is uploaded on the Company''s website at https://www.tatachemicals.com/ policy-on-determining-material-subsidiaries.pdf.

A report on the financial position of each of the subsidiaries, joint ventures and associate as per Section 129(3) of the Act is provided in Form No. AOC-1 enclosed to the Financial Statements.

20. Internal Financial Controls

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The Company has a well-defined delegation of authority with specified limits for approval of expenditure, both capital and revenue. The Company uses an established Enterprise Resource Planning (ERP) system to record day-today transactions for accounting and financial reporting.

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

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

21. Directors'' Responsibility Statement

Accordingly, pursuant to Sections 134(3)(c) and 134(5) of the Act, the Directors, to the best of their knowledge and ability, confirm that for the year ended March 31, 2022:

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

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to

give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

22. Corporate Governance and Compliance

The Company strives to evolve and follow the best governance practices, not just to boost long-term shareholder value, but also to respect minority rights.

23. Directors and Key Managerial Personnel Directors Appointment

At the 82^nd AGM of the Company held on July 2, 2021, the Members of the Company appointed Mr. Rajiv Dube as an Independent Director for a term of five (5) consecutive years and Mr. N. Chandrasekaran as a Non-Executive, Non-Independent Director of the Company.

Re-appointment

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. S. Padmanabhan, Non-Executive, Non-Independent Director of the Company, retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.

Independent Directors

In terms of Section 149 of the Act, Ms. Vibha Paul Rishi, Ms. Padmini Khare Kaicker, Dr. C. V. Natraj, Mr. K. B. S. Anand and Mr. Rajiv Dube are the Independent Directors of the Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the Management. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

Details of Familiarisation Programme for the Independent Directors are provided separately in the Corporate Governance Report which forms a part of this Integrated Annual Report.

Key Managerial Personnel (''KMP'')

Pursuant to the recommendation of the Nomination & Remuneration Committee (''NRC) and Audit Committee, the Board appointed Mr. Nandakumar S. Tirumalai as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from April 1,2021.

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the KMP of the Company:

â¢ Mr. R. Mukundan, Managing Director & CEO

â¢ Mr. Zarir Langrana, Executive Director

â¢ Mr. Nandakumar S. Tirumalai, Chief Financial Officer

â¢ Mr. Rajiv Chandan, General Counsel & Company Secretary

Procedure for Nomination and Appointment of Directors

The list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company are identified by the Board and are available with the Board. The Director have also reviewed the list of core skills, expertise and competencies which were mapped against them. The same is disclosed in the Corporate Governance Report forming part of this Integrated Annual Report.

Scientific Advisory Board

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

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and the SEBI Listing Regulations. The relevant information has been given in Annexure 2 which forms part of this Report.

Board Evaluation

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors.

24. Remuneration Policy

The Company has in place a Remuneration Policy for the Directors, KMP and other employees pursuant to the provisions of the Act and the SEBI Listing Regulations which is set out in Annexure 3 forming part of this Report.

25. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

26. Particulars of Employees

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules forms part of this Report. Further, the Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at [email protected].

27. Auditors

I. Statutory Auditors

At the 78^th AGM held on August 9, 2017, B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) [''B S R & Co.''] were appointed as Statutory Auditors of the Company for a period of five (5) consecutive years by the Members.

Further, in terms of Sections 139 and 142 of the Act, the Board of Directors has, on the recommendation of the Audit Committee, recommended the re-appointment of B S R & Co. as the Statutory Auditors of the Company for a second term of five (5) consecutive years from the conclusion of the 83^rd AGM till the conclusion of 88^th AGM for the approval of the Members. Accordingly, an ordinary resolution seeking Members'' approval for the same forms part of the Notice of the 83^rd AGM forming part of this Integrated Annual Report.

The Company has received a written consent and eligibility certificate from B S R & Co., confirming that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

II. Cost Auditors

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members'' ratification for the remuneration payable to D. C. Dave & Co., forms part of the Notice of the 83^rd AGM forming part of this Integrated Annual Report.

III. Secretarial Auditors

In terms of Section 204 of the Act and Rules made thereunder, Parikh & Associates, Practicing Company Secretaries (Firm Registration No. P1988MH009800) have been appointed as Secretarial Auditors of the Company to carry out the secretarial audit for FY 2022-23. The report of the Secretarial Auditors for FY 2021-22 is enclosed as Annexure 6 forming part of this Report.

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

28. Reporting of Fraud

29. General Disclosures

I. Details of Board Meetings

During the year under review, seven (7) Board Meetings were held, details of which are provided in the Corporate Governance Report.

II. Composition of Audit Committee

The Audit Committee comprised four (4) Members out of which three (3) are Independent Directors and one (1) is a Non-Executive Director. During the year under review, ten (10) Audit Committee Meetings were held, details of which are provided in the Corporate Governance Report. During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

III. Composition of CSR Committee

The CSR Committee comprised three (3) Members out of which one (1) is an Independent Director. During the year under review, four (4) Meetings of the CSR Committee were held, details of which are provided in the Corporate Governance Report. During the year under review, there were no instances when the recommendations of the CSR Committee were not accepted by the Board.

IV. Secretarial Standards

30. Other disclosures:

(a) No significant and material orders were passed by the regulators or the courts or tribunals impacting the going concern status and the Company''s operations in future.

(b) In 2020, Allied Silica Limited (ASL) has filed an application under Section 9 of the Insolvency and Bankruptcy Code, 2016 (''IBC'') against the Company and the same is pending before the National Company Law Tribunal, Mumbai Bench as at the end of the year. The Company has contested the proceedings among other things, on the grounds that no operational debt is due and payable, the alleged debt is not an operational debt, the party is not an operational creditor under the IBC and that there is pre-existence of disputes between the parties.

(d) 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.

31. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2022 is available on the Company''s website at https://www.tatachemicals.com/MGT72022.pdf.

32. Acknowledgements

The Directors appreciate and value the unstinted support and the contribution made by every employee of the Company including all the workmen at the manufacturing plants in these challenging times.

The Directors acknowledge the support extended by the Company''s Unions and would also like to thank the financial institutions, banks, government authorities, customers, vendors and other stakeholders for their continued support and co-operation.

Mar 31, 2019

TO THE MEMBERS OF TATA CHEMICALS LIMITED

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

Financial Results

(Rs. in crore)

Particulars	Standalone		Consolidated
Particulars	Year ended March 31, 2019	Year ended March 31, 2018	Year ended March 31, 2019	Year ended March 31, 2018
Revenue from operations	4,080.86	3,524.17	11,296.33	10,345.36
Profit after exceptional gain, before depreciation and finance costs	1,458.60	1,116.65	2,577.03	2,414.49
Depreciation and amortisation expense	143.23	126.55	571.39	518.01
Profit before finance costs	1,315.37	990.10	2,005.64	1,896.48
Finance costs	95.54	86.51	363.10	325.58
Profit before share of profit of joint ventures and tax	1,219.83	903.59	1,642.54	1,570.90
Share of profit of joint ventures	-	-	99.21	49.23
Profit before tax	1,219.83	903.59	1,741.75	1,620.13
Tax expense	302.11	279.12	346.92	60.13
Profit from continuing operations after tax	917.72	624.47	1,394.83	1,560.00
Profit from discontinued operations after tax	(7.98)	1,142.49	(7.98)	1,142.49
Profit for the year	909.74	1,766.96	1,386.85	2,702.49
Attributable to:
- Equity shareholders of the Company	909.74	1,766.96	1,155.91	2,433.08
- Non-controlling interests	-	-	230.94	269.41
Other comprehensive income (âOCIâ)	232.99	1,031.58	586.13	1,108.80
Total comprehensive income	1,142.73	2,798.54	1,972.98	3,811.29
Balance in retained earnings at the beginning of the year	6,435.12	4,072.61	4,626.08	1,509.39
Profit for the year (attributable to equity shareholders of the Company)	909.74	1,766.96	1,155.91	2,433.08
Remeasurement of defined employee benefit plans	(1.93)	21.42	82.14	116.94
Transfer from OCI - sale of non-current investment	2.98	903.98	4.39	903.98
Dividends including tax on dividend	(670.66)	(329.85)	(675.66)	(337.31)
Balance in retained earnings at the end of the year	6,675.25	6,435.12	5,192.86	4,626.08

Dividend

For FY 2018-19, the Board of Directors has recommended a dividend of RS. 12.50 per share i.e. 125% (previous year RS. 22 per share i.e. 220% including a special dividend of RS. 11 per share i.e. 110% to reflect one time income on account of the sale of the Fertiliser Business) on the Ordinary Shares of the Company. If declared by the Members at the ensuing Annual General Meeting (âAGMâ), the total dividend outgo during FY 2019-20 would amount to RS. 378.90 crore including dividend distribution tax (previous year RS. 670.66 crore including dividend distribution tax).

Divestment of Fertiliser Business

The Board of Directors of the Company, at its meeting held on November 6, 2017, approved the sale of its Phosphatic Fertilisers Business and the Trading Business comprising bulk and non-bulk fertilisers and all related assets situated at Haldia in West Bengal (âDivestment Businessâ) to IRC Agrochemicals Private Limited (âIRCâ), wholly owned subsidiary of Indorama Holdings BV, Netherlands. In terms of Section 180(1)(a) of the Companies Act, 2013 (âthe Actâ), approval of the Members of the Company was obtained on January 10, 2018 for the proposed transaction under the provisions of Section 110 of the Act read with applicable Rules through postal ballot.

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

Transfer to Reserves

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

Deposits from Public

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

Performance Review & State of Companyâs Affairs Standalone:

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

Consolidated:

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

Change in Segment Reporting

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

Basic Chemistry Products consisting of Soda Ash and other Bulk Chemicals

Consumer Products consisting of Branded Consumer Products

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

1. Basic Chemistry Products

1.1 India Operations

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

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

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

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

Soda Ash

After achieving a phenomenal growth of12% in the domestic demand of Soda Ash in FY 2017-18, the domestic demand for Soda Ash during FY 2018-19 grew at 4%, driven by a broad based growth in key application industries including glass, detergents and chemicals. Both, the manufacturing volumes at 8.17 lakh tonnes p.a. and the sales volume at 6.94 lakh tonnes p.a. in Mithapur remained flat compared to the previous year. During the year under review, the internal consumption of Soda Ash was 1.26 lakh tonnes. In addition, the Company supplemented its Mithapur Soda Ash volumes with imports from its overseas subsidiary companies to meet customer requirements. The strong growth in demand and firming up of the international prices during the year contributed to better price realisations.

Sodium Bicarbonate

Domestic Sodium Bicarbonate (âBicarbâ) demand registered a growth of just under 6% p.a. in FY 2018-19. New domestic capacities increased Bicarb availability in second half of the year which resulted in pressure on prices. However, the Company maintained its realisations and volumes with some changes in target markets. The Company continued to focus on both volume and value growth of Bicarb in line with long term growth prospects of Bicarb and its variants. Mithapur registered the highest ever Bicarb production of 1.11 lakh tonnes and sales of 1.03 lakh tonnes during the year. The price realisation for Bicarb showed good gains as the share of value added and differentiated brands targeted towards specific consumer segments of the Bicarb portfolio continued to show strong growth. âMedikarbâ which is the Companyâs pharma grade Bicarb completed one year of market presence and the response is encouraging. The Company aims to scale up the volumes in this specialised pharma segment.

Salt

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

Marine Chemicals

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

Cement

The Cement production volume remained low at 4.09 lakh tonnes during FY 2018-19 which was 18% lower than the production for FY 2017-18 on account of a shutdown due to plant maintenance. While the market demand for the Cement was higher by 7% during FY 2018-19, the profitability was affected on account of prices remaining flat.

1.2 Overseas Operations

1.2.1 Tata Chemicals North America Inc.

The production volumes at Tata Chemicals North America Inc. (âTCNAâ) were lower by 7.30% during the year, principally due to two potentially insurable break-downs in the power plant and other planned and unplanned maintenance. The expectation for the coming year is that production volumes would be restored to levels in FY 2017-18 as reliability is improved, partially through capital spending.

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

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

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

1.2.2 Tata Chemicals Europe Limited and British Salt Limited

Tata Chemicals Europe Limitedâs business consists of Soda Ash, Sodium Bicarbonate and energy units while British Salt Limited manufactures and sells industrial and food grade salt. Together they are referred as UK Operations of the Company in this Report.

The turnover of the UK Operations for FY 2018-19 was Â£157.93 million (RS. 1,448.79 crore) against Â£168 million (RS. 1,436.53 crore) in the previous year. The reduction was mainly due to the planned reduction in sales of low margin, imported Soda Ash. Availability of Soda Ash at Lostock facility was also lower due to a fire incident in June 2018.

Sodium Bicarbonate sales were strong throughout the year, especially from the Winnington plant. The UK Operations maintained its core UK market share and experienced growth in exports into Europe and the rest of the world.

The combined heat and power facility at Winnington performed well throughout the year. However, sudden unexpected changes in government regulations caused an unanticipated reduction in income of approximately Â£0.60 million (Rs.5.50 crore).

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

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

EBITDA for FY 2018-19 for the UK Operations was Â£14.50 million (RS. 133.02 crore) as against Â£25.50 million (RS. 218.04 crore) for FY 2017-18. The loss after tax for FY 2018-19 was Â£4.20 million (RS. 38.53 crore) as against profit after tax of Â£6.90 million (RS. 59.00 crore) for FY 2017-18.

1.2.3 Tata Chemicals Magadi Limited

During the year under review, the production volumes at Tata Chemicals Magadi Limited (âTCMLâ) were lower by 8% and sales volumes were lower by 15% against the previous year.

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

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

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

Net Profit at TCML was at US$ 2.66 million (RS. 18.59 crore) as against the Net Profit of US$ 6.20 million (RS. 39.96 crore) in the previous year due to higher finance costs (rising LIBOR) and other costs.

The county government issued a demand during the year for an arbitrary increase in land rates which was subsequently struck down and quashed by the local Court, on TCML taking up the matter legally. TCML would be working with the appropriate national authorities and the county government to arrive at a fair, transparent and appropriate process and resolution through mediation.

1.2.4 Tata Chemicals International Pte Limited

The primary activities of Tata Chemicals International Pte Limited (âTCIPLâ), a wholly owned subsidiary of the Company, constitute trading, procurement and holding investments in overseas subsidiaries. TCIPL engages in trading of Soda Ash in South East Asia, Middle East and India and manages procurement of some key raw materials. TCIPL is also exploring opportunities in allied products in these markets.

For FY 2018-19, TCIPLâs revenue was US$ 117.98 million (RS. 824.63 crore) as against US$ 86.75 million (RS. 559.14 crore) and Other Income representing dividend from its wholly owned subsidiaries was US$ 18.40 million (RS. 128.61 crore) as against US$ 14.90 million (RS. 96.04 crore), for the previous year. For FY 2018-19, the Profit after tax was US$ 1.24 million (RS. 8.67 crore) as against US$ 5.30 million (RS. 34.16 crore) for FY 2017-18.

2. Consumer Products Salt and Related Products

The Company achieved a landmark of crossing 1 million tonnes of Iodised salt production in Mithapur in a span of one year in FY 2018-19. The Iodised salt production in Mithapur was 1,068,338 tonnes, 9% higher than the previous year. The milestone was complemented with the Tata Salt brand crossing 1 million tonnes of sales, another historic achievement for the Company. Overall, branded salt sales were at 1,154,645 tonnes in FY 2018-19. The Company retained a strong market share in the Salt market.

Tata Salt grew by 11% in sales volume over the previous year to reach sales volume of 1,024,660 tonnes in FY 2018-19. It continues to be the largest distributed brand reaching 19 lakh retail outlets and 170 million households across India. Tata Salt Lite grew by 13% in sales volume and achieved volumes of 22,821 tonnes in FY 2018-19. I Shakti salt continued to address the iodisation movement, complementing Tata Salt with a sale of 81,039 tonnes in FY 2018-19.

Pulses

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

Spices

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

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

3. Specialty Products Agri Solutions

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

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

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

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

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

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

Nutritional Solutions

Tata NQ:

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

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

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

Tata Nx:

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

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

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

Advanced Materials

Silica

Over the last few years, the Companyâs Innovation Centre at Pune has focused its R&D efforts on chemistry based nano-material solutions to help seed new businesses.

The Companyâs Advance Materials - Silica business is the result of such efforts and is the youngest addition to the new Specialty Products business segment. In addition to leveraging the Companyâs expertise in nano-chemistry, the entry into Silica business facilitates participation in a large global and domestic market poised for significant growth through specialty, differentiated and customised products leveraging the Companyâs unique proprietary know-how. The Company believes that trends such as tightening automotive emission standards in the tyre application segment and increasing demand for high performance products across diverse application segments are among the key macro-drivers for growth. Additionally, Silica allows the Company to leverage its Soda Ash value chain linkages while offering significant value addition.

The Company completed the acquisition of a Precipitated Silica plant at Cuddalore in Tamil Nadu in the first half of FY 2018-19. Subsequently, the Company focused on enhancing the siteâs operational readiness to maximise throughput of the existing product portfolio while meeting requisite safety and quality specifications. In parallel, the Company worked to accelerate the business development and production of the specialty grades of Highly Dispersible Silica (âHDSâ) developed at the Innovation Centre in Pune. The Company is targeting commercial production with significant ramp-up of volumes in FY 2019-20.

This acquisition is part of a larger planned investment in the business including planned expansion of capacity and continued investment in R&D and Sales & Distribution capability.

Nano Zinc Oxide

Under the Specialty Products Business, the Company has entered into Nano Zinc Oxide, which was developed at the Innovation Centre and finds multiple applications for its anti-microbial, anti-fungus and UV blocking properties. The Company is presently working with paints, coatings & adhesives, plastics & polymers and personal care & cosmetics industries to build the portfolio.

Lithium

In line with the Companyâs strategy to grow its Specialty Products Business, the Company is considering entry into the Lithium-ion battery sector to develop cell chemistries to meet Indian applications. The Government of India has started promoting the use of Electric Vehicles (âEVâ) in the country through incentives, policy changes and own consumption with a view to achieve a major shift to EVs by 2030.

The Company intends to set up operations in Li-ion Batteries, Battery Actives and Li-Recycling, to cater the growing EV revolution in India at the appropriate time. Through established collaborations with Central Electro Chemical Research Institute (âCECRIâ), Indian Space Research Organisation (âISROâ) and Centre for Materials for Electronics Technology (âCMETâ), the Company is planning to develop state-of-the-art technology for manufacture of cathode materials and the recovery and purification of cathode (Lithium, Cobalt, Manganese and Nickel compounds) and anode active ingredients from spent lithium-ion cells / batteries.

Finance

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

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

During the year under review, Tata Chemicals Magadi Limited, the Kenya based overseas subsidiary of the Company, refinanced US$ 48 million loan, amortising over 30 to 60 months and repaid the existing loan of US$ 47.20 million.

Dividends from subsidiaries/joint ventures

During FY 2018-19, Rallis India Limited, a subsidiary of the Company and IMACID, a joint venture, paid dividends of RS. 24.34 crore (FY 2017-18: RS. 36.50 crore) and RS. 58.43 crore (FY 2017-18: RS. 9.82 crore) respectively to the Company. Tata Chemicals North America Inc., a step-down subsidiary of the Company, paid a dividend of US$ 20 million (RS. 139.79 crore) [FY 2017-18: US$ 12.34 million (RS. 79.54 crore)]; its utilisation includes operational requirements and external finance costs at Tata Chemicals International Pte. Ltd., Singapore. Another step-down overseas subsidiary of the Company, Tata Chemicals South Africa (Proprietary) Limited paid a dividend equivalent to US$ 1.42 million (RS. 9.93 crore) during the year.

Credit Ratings

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

- Long Term Corporate Family Rating of Ba 1 /Stable from Moodyâs Investors Service

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

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

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

- Commercial Paper of RS. 600 crore is rated at CRISIL A1 by CRISIL Ratings

As on March 31, 2019, the credit ratings of Tata Chemicals North America Inc. was as under:

- A Corporate Family Rating and rating on Senior Secured Term Loan B & Revolving Credit Facility: Ba3/Stable from Moodyâs Investors Service

- Issuer Credit Ratings of B /Stable from S&P Global

Management Discussion and Analysis

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Management Discussion and Analysis is presented in a separate section forming part of this Annual Report.

Business Responsibility Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report initiatives taken from an environmental, social and governance perspective in the prescribed format is available as a separate section of this Annual Report.

Related Party Transactions

The Company has formulated a Policy on Related Party Transactions and manner of dealing with related party transactions which is available on the Companyâs website at the link: https://www.tatachemicals.com/upload/ content_pdf/tcl-related-party-transactions-policy-February-5-2019.pdf During the year under review, the Company amended the said Policy in line with the amendments to the Listing Regulations.

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

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

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

Risk Management Policy

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

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

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

The robust governance structure has also helped in the integration of the Enterprise Risk Management process with the Companyâs strategy and planning processes where emerging risks are used as inputs in the strategy and planning process.

Identified risks are used as one of the key inputs for the development of strategy and business plan. The respective risk owner selects a series of actions to align risks with the Companyâs risk appetite and risk tolerance levels to reduce the potential impact of the risk should it occur and/or to reduce the expected frequency of its occurrence. Mitigation plans are finalised with target dates, owners are identified and progress of mitigation actions are monitored and reviewed. The risk management process has been rolled out to overseas subsidiaries including domestic business.

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

Dividend Distribution Policy

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

Accordingly, the Board of Directors of the Company has adopted the Policy which endeavours for fairness, consistency and sustainability while distributing profits to the shareholders. The Policy is attached to this Report as Annexure 1 and same is available on the Companyâs website at https://www.tatachemicals.com/upload/content_ pdf/d i vide nd-di st rib ution-pol icy-clean-mode-amended-onJuly-25-2018.pdf During the year, the Company amended the Policy to provide a target range of total dividend payout.

Corporate Social Responsibility

The Corporate Social Responsibility (âCSRâ) activities of the Company are governed by the CSR, Safety and Sustainability Committee of the Board. The Corporate Social Responsibility Policy (âCSR Policyâ) approved by the Board guides in designing CSR activities for improving quality of life of society and conserving the environment and bio-diversity in a sustainable manner.

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

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

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

Blossom: The programme focuses on promoting livelihood of the rural artisans by enhancing their skills and establishing market linkage to handicraft and other products produced locally in the rural areas. The programme started from Mithapur, Gujarat and has been scaled up in other states of India like Uttar Pradesh, Maharashtra, etc. Okhai is the flagship programme which at present is working with more than 1,500 artisans across India.

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

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

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

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

The Company provides volunteering opportunity for the employees and family members to contribute to the social well-being of the masses and environment conservation. Every year more than 25,000 volunteering hours are contributed by the volunteers in India. The international presence of the Company also helps raise funds for charities that support health care, education and biodiversity conservation.

The Company also responds to disasters that hit any part of India.

The CSR Policy is available on the Companyâs website at https://www.tatachemicals.com/upload/content_ pdf/csr-policy_20161012071424.pdf The Annual Report on CSR activities is annexed as Annexure 2 to this report.

Whistleblower Policy and Vigil Mechanism

The Company has adopted a Whistleblower Policy and Vigil Mechanism to provide a formal mechanism to the Directors, Employees and its Stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct. Protected disclosures can be made by a whistleblower through several channels. The policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. During the year under review, the Company amended the Whistleblower Policy to provide a clause wherein all employees of the Company are eligible to report any instance of leak of Unpublished Price Sensitive Information.

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

Prevention of Sexual Harassment (âPOSHâ)

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

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

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

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

Particulars of Loans, Guarantees and Investments

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

Sr. No.	Name of the Party	Nature of Transaction	Rs. in crore
1.	Ncourage Social Enterprise Foundation	Investment in Equity Shares through Rights Issue	2.50

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

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

Consolidated Financial Statements

The consolidated financial statements of the Company and its subsidiaries for FY 2018-19 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Auditorâs Report thereon forms part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate annual accounts in respect of subsidiaries are available on the website of the Company.

The annual accounts of the subsidiaries and related detailed information will be kept at the registered office of the Company and will be available to investors seeking information till the date of the AGM. The same will also be available at the venue of the AGM.

Subsidiary Companies and Joint Ventures

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

There were following changes pertaining to subsidiaries during the year:

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

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

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

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

v. During the year under review, Rallis Chemistry Exports Limited, wholly owned susbidiary of Rallis, has made an application to the Registrar of Companies for removal of its name from the Register of Companies, for which the approval is awaited.

With a view to reduce the number of subsidiaries and rationalising the group structure, the Company is in the process of the merger of Bio Energy Venture - 1 (Mauritius) Pvt. Ltd., a wholly owned subsidiary, with the Company under the provisions of Section 234 read with Sections 230 to 232 of the Act through a Scheme of Merger, subject to the approval of the Reserve Bank of India, if required and the Honâble National Company Law Tribunal (âNCLTâ). The Scheme is in the process of being filed with NCLT.

The Companyâs Policy on determining material subsidiaries, as approved by the Board, is uploaded on the Companyâs website at https://www.tatachemicals.com/upload/content_ pdf/policy-on-determining-material-subsidiaries-february-5-2019.pdf

The Policy was amended during the year in line with the amendments to the Listing Regulations.

A report on the financial position of each of the subsidiaries and joint ventures as per the Act is provided in Form AOC-1 attached to the financial statements.

Details of Significant and Material Orders

No significant and material orders were passed by the regulators or the courts or tribunals impacting the going concern status and Companyâs operations in future.

Internal Financial Controls

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The Company has a well-defined delegation of authority with specified limits for approval of expenditure, both capital and revenue. The Company uses an established ERP system to record day-to-day transactions for accounting and financial reporting.

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

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

Directors and Key Managerial Personnel

Directors

Appointment

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

Re-appointment

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. S. Padmanabhan, Non-Executive Director of the Company, retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.

The Members had appointed Ms. Vibha Paul Rishi as an Independent Director of the Company to hold office for five consecutive years from September 1, 2014 upto August 31, 2019. Pursuant to the provisions of the Act and based on the recommendation of the Nomination and Remuneration Committee (âNRCâ), the Board recommends for the approval of the Members through a Special Resolution, the re-appointment of Ms. Rishi as an Independent Director of the Company for a second term of five consecutive years from September 1, 2019 to August 31, 2024.

Independent Directors

In terms of Section 149 of the Act, Mr. Nasser Munjee, Dr. Y. S. P. Thorat, Ms. Vibha Paul Rishi and Ms. Padmini Khare Kaicker are the Independent Directors of the Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations and are independent from the management.

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

Details of Familiarisation Programme for the Independent Directors are provided separately in the Corporate Governance Report.

Key Managerial Personnel (âKMPâ)

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the KMP of the Company:

Mr. R. Mukundan, Managing Director & CEO

Mr. Zarir Langrana, Executive Director

Mr. John Mulhall, Chief Financial Officer

Mr. Rajiv Chandan, General Counsel & Company Secretary

Governance Guidelines

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

Procedure for Nomination and Appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company.

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

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

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

Constitution of the Scientific Advisory Board

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

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

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

Board Evaluation

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

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

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

Remuneration Policy

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

Directorsâ Responsibility Statement

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

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

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

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

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to the provisions of Section 134 of the Act read with the Companies (Accounts) Rules, 2014, are provided in Annexure 5 to this Report.

Particulars of Employees

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules forms part of this Report. Further, the Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement is open for inspection at the Registered Office of the Company. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Auditors

I. Statutory Auditors:

At the AGM held on August 9, 2017, M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/ W-100022) were appointed as Statutory Auditors of the Company for a period of five consecutive years. As per the provisions of Section 139 of the Act, they have confirmed that they are not disqualified from continuing as Auditors of the Company.

Further, the report of the Statutory Auditors along with notes to Schedules is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

II. Cost Auditors:

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant and accordingly it has made and maintained such cost accounts and records. The Board on the recommendation of the Audit Committee has appointed M/s. D. C. Dave & Co., Cost Accountants (Firm Registration No. 000611) as the Cost Auditors of the Company for FY 2019-20 under Section 148 and all other applicable provisions of the Act.

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

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution for seeking Membersâ ratification for the remuneration payable to M/s. D. C. Dave & Co. is included at Item No. 6 of the Notice convening the AGM.

III. Secretarial Auditor

In terms of Section 204 of the Act and Rules made thereunder, M/s. Parikh & Associates, Practicing Company Secretaries, have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure 7 to this Report.

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

Reporting of Fraud

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

Other Disclosures

I. Details of Board Meetings

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

II. Composition of Audit Committee

During the year under review, the Audit Committee comprised four (4) Members out of which three (3) were Independent Directors and one (1) was a Non-Executive Director. During the year, nine (9) Audit Committee meetings were held, details of which are provided in the Corporate Governance Report. During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

III. Composition of CSR, Safety and Sustainability Committee

The Committee comprises four (4) Members out of which one (1) is an Independent Director. During the year, four (4) CSR, Safety and Sustainability Committee meetings were held, details of which are provided in the Corporate Governance Report.

IV. Secretarial Standards

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

Extract of Annual Return

Pursuant to Section 92(3) of the Act read with the applicable Rules, the extract of Annual Return in Form MGT 9 is attached as Annexure 8 to this Report.

Further, the extract to the Annual Return of the Company can also be accessed on the Companyâs website at https://www.tatachemicals.com/ Investors/AGM-documents

Acknowledgements

The Directors wish to place on record their appreciation for the continued support and co-operation by Financial Institutions, Banks, Government Authorities and other stakeholders. Your Directors also acknowledge the support extended by the Companyâs Unions and all the employees for their dedicated service.

On behalf of the Board of Directors

Bhaskar Bhat R. Mukundan

Director Managing Director & CEO

Mumbai, May 3, 2019

Mar 31, 2018

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

Rs. in crore

Particulars	Standalone		Consolidated
	Year ended 31 March, 2018	Year ended 31 March, 2017	Year ended 31 March, 2018	Year ended 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 (âOCIâ)	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

For the FY 2017-18, the Board of Directors have recommended a dividend of Rs.11 per share (110%) (previous year Rs.11 per share) and a special dividend of Rs.11 per share (110%) to reflect one time income on account of sale of the Fertiliser Business, on the Ordinary Shares of the Company, aggregating Rs.22 per share (previous year Rs.11 per share). If declared by the members at the ensuing Annual General Meeting (âAGMâ), the total dividend outgo during FY 2018-19 would amount to Rs.560.46 crore excluding dividend tax (previous year Rs.280.23 crore excluding dividend tax).

DIVESTMENT OF FERTILISERS BUSINESS

The Company had, on 10 August, 2016, entered into an Agreement with Yara Fertilisers India Private Limited (âYara Indiaâ) to transfer its Urea and Customised Fertiliser Business (âDivestment Businessâ) situated at Babrala, Uttar Pradesh, by way of a slump sale on a going concern basis, for a consideration of Rs.2,670 crore (subject to certain adjustments), through a Scheme of Arrangement between the Company and Yara India (âthe Schemeâ). On receipt of requisite regulatory approvals, fulfillment of conditions precedent and sanction of the Honâble National Company Law Tribunal, Mumbai (âNCLTâ), the Scheme became effective from 12 January, 2018 on filing the Order of the NCLT with the Ministry of Corporate Affairs. Accordingly, the Divestment Business along with the assets, liabilities, contracts, deeds, etc. stands transferred and vested with Yara India in accordance with the Scheme with effect from 12 January, 2018 for which the Company received a consideration of Rs.2,682 crore (subject to post completion working capital adjustments) from Yara India on the said date.

The Board of Directors of the Company, at its meeting held on 6 November, 2017, approved the sale of its Phosphatic Fertilisers Business and the Trading Business comprising bulk and non-bulk fertilisers and all related assets situated at Haldia in West Bengal to IRC Agrochemicals Private Limited (âIRCâ), wholly owned subsidiary of Indorama Holdings BV, Netherlands. The proposed sale is on a going concern basis and by way of a slump sale, for a lump sum consideration of Rs.375 crore (subject to certain usual adjustments after closing) in accordance with the terms of the Business Transfer Agreement (âBTAâ) entered into between the Company, IRC and Indorama Holdings B.V.

In terms of Section 180(1)(a) of the Companies Act, 2013, approval of the Members of the Company was obtained on 10 January, 2018 for the proposed transaction under the provisions of Section 110 of the Companies Act, 2013 read with applicable Rules through postal ballot.

The effect of the transfer of Phosphatic Fertiliser Business and Trading Business will be reflected in the financial results of the period in which the deal is consummated post receipt of all the requisite regulatory and statutory approvals.

Hence, the Fertiliser Business (comprising Urea, Phosphatic Fertilisers and Trading Business) is classified as Discontinued Operations in the financial statements for the year ended 31 March, 2018.

PERFORMANCE REVIEW

Consolidated:

The consolidated revenue from Continuing Operations was Rs.10,345.36 crore as against the previous yearâs figure of Rs.10,680.98 crore, down by 3%. Earnings before interest, tax, depreciation and amortisation (âEBITDAâ) from Continuing Operations increased from Rs.2,094.29 crore to Rs.2,190.69 crore, registering an increase of 5% over the previous year. Profit before tax from Continuing Operations was Rs.1,620.13 crore, an increase of 10% over the previous yearâs figure of Rs.1,466.58 crore. Profit after tax from Continuing Operations increased from Rs.1,120.63 crore to Rs.1,560.00 crore, an increase of 39% over the previous year. Profit for the year (Continuing Operations and Discontinued Operations) increased from Rs.1,234.10 crore to Rs.2,702.49 crore, an increase of 119% over the previous year. Profit for the year attributable to equity shareholders of the Company increased from Rs.993.11 crore to Rs.2,433.08 crore, an increase of 145% over the previous year.

Standalone:

Revenue from Continuing Operations was Rs.3,524.17 crore as against the previous yearâs figure of Rs.3,837.04 crore, down by 8%. EBITDA from Continuing Operations increased from Rs.857.67 crore to Rs.922.16 crore, an increase of 8% over the previous year. Profit before tax from Continuing Operations increased from Rs.804.01 crore to Rs.903.59 crore, an increase of 12% over the previous year. Profit after tax from Continuing Operations increased from Rs.579.24 crore to Rs.624.47 crore, an increase of 8% over the previous year. Profit for the year (Continuing Operations and Discontinued Operations) increased from Rs.692.71 crore to Rs.1,766.96 crore, an increase of 155% over the previous year.

Tata Chemicals Limitedâs (âTCLâ or âthe Companyâ) operation (âContinuing Operationsâ) is organised under three segments: (1) Inorganic Chemicals comprising Soda Ash, Salt, Sodium Bicarbonate, Marine Chemicals, Caustic Soda and Cement; (2) Other Agri-inputs comprising Rallis India Limitedâs operations; and (3) Others comprising Pulses, Spices, Water Purifier and Nutritional Solutions. Performance review of these businesses is discussed below:

1. INORGANIC CHEMICALS SEGMENT

1.1 INDIA OPERATIONS

During the year under review, the Inorganic Chemicals Business achieved revenue on standalone basis of Rs.3,376.83 crore against Rs.3,459.80 crore in the previous year, a marginal decrease of 2.4%.

FY 2017-18 was another year of strong financial and operational performance for the Indian Chemical Operations. This performance was achieved in a challenging business environment marked by increase in input energy costs and competitive pressures emanating from domestic and global capacity additions in the key product. This performance was made possible largely through operational excellence with relentless focus on optimising the costs and serving customers efficiently.

The business continued to maximise throughput of all key products. Significant rise in the input energy costs led to some pressure on profitability which was more than adequately compensated by a strict control on the operational costs.

Soda Ash

Domestic demand for soda ash grew at 12% for the year, driven by a broad based growth in key application industries including glass and detergents. The manufacturing volumes at Mithapur remained flat at 8.17 lakh tonnes p.a. while the sales volume at 6.93 lakh tonnes p.a. was marginally lower than the corresponding figure of 7.08 lakh tonnes p.a. in the previous year, mainly on account of higher captive consumption of soda ash to produce sodium bicarbonate. In order to meet the higher customer requirements during the year, the business also supplemented its Mithapur soda ash volumes with imports from TCL group companies and others. The Company launched âDetmateâ, a branded speckle grade soda ash offering for the detergent segment. The strong growth in demand and the firming up of the international prices during the year contributed to better price realisations.

Sodium Bicarbonate

In line with its long-term growth rate, the domestic sodium bicarbonate (âbicarbâ) demand registered a growth of 13% p.a. in FY 2017-18. The Company continues to focus on both volume and value growth of bicarb. Mithapur registered the highest ever bicarb production of 1.06 lakh tonnes p.a. (against 1.01 lakh tonnes p.a. in the previous year) and highest sales volume of 1.06 lakh tonnes p.a. (against 1.01 lakh tonnes p.a. in the previous year), including the sales in small consumer packs. In line with our strategy to increase the share of higher value grades in bicarb, the Company also launched âMedikarbâ, a pharmaceutical grade product which received excellent response from customers. The price realisations for bicarb showed good gains as the share of value added and differentiated brands targeted towards specific consumer segments of the bicarb portfolio continued to show strong growth.

Cement

The cement market scenario showed improvement in both demand and price realisation in the Companyâs targeted markets in Gujarat. Cement production volumes were at approximately 5.00 lakh tonnes during the year under review against 5.16 lakh tonnes during the previous year. Cement sales during the year were at approximately 4.83 lakh tonnes against 5.08 lakh tonnes during the previous year. While production and sales volume of cement were marginally lower than the corresponding figures in the previous year due to operational constraints, its price realisations and profitability improved significantly during the year, largely due to its rigorous quality focus and customer connect initiatives undertaken during the year.

Salt

During the year, the Iodised salt production in Mithapur was 9,60,596 tonnes, 4.4% higher than the previous year. Overall, branded salt sales were at 10,58,772 tonnes in FY 2017-18.

Tata Salt grew by 2.2% in sales volume over the previous year to reach sales volume of 9,24,863 tonnes in FY 2017-18. It continues to be the largest distributed brand with a reach of 17.8 lakh retail outlets across India. Tata Salt Lite grew by 3.3% in sales volume and achieved volumes of 20,261 tonnes in FY 2017-18. I-Shakti salt continued to drive the iodisation movement, complimenting Tata Salt with a sale of 91,656 tonnes in FY 2017-18.

1.2 OVERSEAS OPERATIONS

1.2.1 Tata Chemicals North America Inc. (âTCNAâ)

The production volumes at TCNA were higher by 5.8% during the year, the highest since FY 2010-11 and the second highest volumes ever made by the site, due to the success of the reliability program initiated in recent years. Sales volumes were higher by 4.9% during the year. TCNA posted gross revenue of US$ 498.88 million (Rs.3,215.52 crore) for the year ended 31 March, 2018 against US$ 476.11 million (Rs.3,193.48 crore) in the previous year.

Revenue increased during the year due to higher sales volumes which helped offset the adverse sales mix and pricing.

During the year, EBITDA at TCNA was US$ 108.66 million (Rs.700.36 crore) against US$ 95.85 million (Rs.642.91 crore) in the previous year. Favourable soda ash production, Trona pile movement, soda ash sales volumes and miscellaneous income was partly offset by adverse sales pricing and mix, sales and general administration expense, inventory adjustment and plant spend.

Profit before tax and profit after tax and non-controlling interest for the year under review were at US$ 76.22 million (Rs.491.27 crore) and US$ 74.13 million (Rs.477.80 crore) respectively against US$ 67.15 million (Rs.450.40 crore) and US$ 31.56 million (Rs.211.69 crore) respectively during the previous year.

1.2.2 Tata Chemicals Europe Limited and British Salt Limited

Tata Chemicals Europe Limitedâs business consists of soda ash, sodium bicarbonate and energy units while British Salt Limited manufactures and sells industrial and food grade salt. Combined, they represent the UK Operations.

The turnover of UK Operations for the year was Â£168.00 million (Rs.1,436.53 crore) against Â£184.4 million (Rs.1,614.81 crore) in the previous year. The reduction represents lower volumes of imported soda ash through its dedicated facility during the year, leading to a reduction in the groupâs share of the UK market. Otherwise the group companies maintained their share of UK markets in its key products. There was no income from gas storage related activities during the year against Â£5.00 million (Rs.42.75 crore) in the previous year. Overall production and manufacturing efficiency levels were similar to the previous year, despite interruptions caused by a fire at the Lostock site in May 2017 and the loss of the spare gas turbine at the UK Operationsâ combined heat and power plant in January 2018. Sales demand remained strong throughout the year across the product range and exports continued to benefit from the weakness of Sterling vs. Euro and US Dollar.

The UK group took the opportunity to refinance and restructure its operations in March 2018. This has reduced borrowing costs as well as provided additional, targeted funding for a number of key developmental capital projects, which are in progress.

EBITDA for the year was Â£ 25.50 million (Rs.218.04 crore) against Â£ 26.30 million (Rs.230.31 crore) in the previous year and the profit on ordinary activities before taxation was Â£6.90 million (Rs.59.00 crore) against Â£ 11.50 million (Rs.100.71 crore) in the previous year after taking into account credits in respect of derivative mark-to-market adjustments of Â£ 0.20 million (Rs.1.71 crore) against Â£2.50 million (Rs.21.89 crore) in the previous year.

The profit after tax was Â£ 6.90 million (Rs. 59.00 crore) against Â£ 11.50 million (Rs.100.71 crore) in the previous year.

1.2.3 Tata Chemicals Magadi Limited (âTCMLâ)

During the year, TCML soda ash production volumes increased by 7.9% and the sales volume increased by 23.4% over the previous year.

During the year, TCML achieved total sales of US$ 76.54 million (Rs.493.34 crore) against the previous yearâs sales of US$ 59.77 million (Rs.400.90 crore), registering an increase of 28.1%.

During the year under review, TCML posted EBITDA of US$ 13.14 million (Rs.84.69 crore) against US$ 5.53 million (Rs.37.09 crore) in the previous year, an increase of 137.6% over the previous year. The major contributing factors for the higher EBITDA performance were increased sales volumes and improved plant efficiencies.

The year under review registered Profit after Tax of US$ 6.20 million (Rs.39.96 crore) against US$1.12 million (Rs.7.51 crore) in the previous year. Better cash management and collections of outstanding VAT receivable resulted in lower than budget interest cost.

1.2.4 Tata Chemicals International Pte Limited (âTCIPLâ)

The primary activities of TCIPL, a wholly owned subsidiary of the Company, constitute trading, procurement and managing investments in overseas subsidiaries. TCIPL engages in trading of soda ash in South East Asia and Middle East, and manages procurement of some key raw materials. TCIPL is also exploring opportunities in allied products in these markets.

During FY 2017-18, TCIPL revenue was US$ 86.75 million (Rs.559.14 crore) and Other Income representing dividend from its wholly owned subsidiaries was US$ 14.90 million (Rs.96.04 crore). Profit after Tax was US$ 5.30 million (Rs.34.16 crore).

2. OTHER AGRI INPUTS

Rallis India Limited (âRallisâ)

Rallisâ consolidated revenue (net of excise) was at Rs.1,790.94 crore as against Rs.1,663.52 crore in the previous year, up by 7.7%. Consolidated net profit stood at Rs.167.02 crore, lower by 1.9% over the consolidated net profit of Rs.170.22 crore in the previous year (excluding exceptional item of Rs.126.85 crore). Standalone revenue from operations (net of excise), at Rs.1,498.42 crore, were 8.1% higher than the previous yearâs revenue of Rs.1,385.71 crore. Net profit, at Rs.141.49 crore, grew marginally by 1.7% against the net profit of Rs.139.18 crore in the previous year.

Despite the irregular monsoon pattern and constrained acreages of few key crops in important geographies, Rallis was able to grow the domestic business by over 11% against the previous year. Even in areas where the industry faced regulatory issues, Rallis has managed to maintain its business due to acceptance of Rallis Samrudh Krishi at both channel and farmer level. Rallisâ International Business Division achieved a revenue growth of 9% during the year, growing to Rs.479 crore, as against Rs.441 crore during FY 2016-17. During the year, Rallis has gained 14 registration approvals in several countries and also successfully launched 5 brands around the globe.

Rallis has launched five new products during the year. These are Pulito, a leading fungicide used for specialty crops for the control of a wide spectrum of diseases as well as to increase plant/ fruit health; Cenator, a new age ready - mix formulation of Fluxapyroxad Epoxiconazole for Paddy Sheath Blight; Odis, which is a one-shot ready mix of well proven chemistry with different mode of actions for effective control of sucking pests of rice and cotton, with a significant impact on paddy crop production; Riceup, an innovative formulation, oil dispersion with broad spectrum systemic herbicide for the management of major weeds in both direct seeded rice and transplanted rice; and Jashn Super, introduced for the control of key lepidopteron pest, which causes significant losses to commercial crops.

During the year, Rallis made progress to establish the cotton and rice seeds portfolio and grew revenues by 74% over the previous year. Three new products were launched, viz. cotton Anjusha for North, Hybrid Rice RIL 222 in the fine grain segment and Selection Rice Akshitha in the fine grain segment.

In Agri Services, sales of GeoGreen increased by about 25% over the previous year. Grapes RSK initiative continued its good performance with substantial increase in farmers seeking this service. A few additional modules for water management and pest management were added to make it more valuable for the farmers.

3. OTHERS

During the year, the âOthersâ segment including pulses, spices, water purifiers and nutritional solutions achieved a total revenue of Rs.146.07 crore against Rs.374.83 crore in the previous year, down by 61.0%.

Pulses

Tata Sampann is the only national player in the branded packaged pulses space. This year, pulses production in India saw a growth of around 20% over last three-year average. This has resulted in low prices throughout the year. The Company has continued to focus on protein delivery through pilot launches in various platforms like dal based mixes and organic pulses. The Company has also realigned the go-to-market model to improve freshness on shelf and focused specially on the modern distribution channels.

Spices

During the year, three new variants were added in the Tata Sampann spices portfolio viz. Sambhar Masala, Pav Bhaji Masala and Chat Masala. The âAaj Ka Masaledar Sachâ campaign continued to drive communication regarding the superiority of Tata Sampann spices. The Company continued to focus on modern channels and e-commerce along with investments in brand to create a differentiated proposition.

Water Purifier

Water purifier business continued to promote affordable clean drinking water through alternate marketing channels including partnering with NGOs, village level entrepreneurs and introduction of more cost-effective products. This year the water purifier business introduced community based gravity non-electric water purification solutions targeting schools and small hamlets.

During the current year, following the decision to give increased impetus and greater access to clean drinking water, the water purifier business will be taken up through a social enterprise foundation, Ncourage Social Enterprise Foundation. This Foundation was incorporated under Section 8 of the Companies Act, 2013 (âthe Actâ) by the Company to establish and promote social businesses which provide business solutions to social issues and will initially focus on clean drinking water.

Nutritional Solutions

FY 2017-18 was another milestone year in developing infrastructure and capabilities. With a committed capital outlay of Rs.270 crore, the construction of the world-class 5,000 MTPA manufacturing plant at Mambattu, Nellore, Andhra Pradesh is on schedule. The business has also steadily built capabilities in IPR clinical studies, product conceptualisation through customer partnership, complex fermentation technologies and gut microbiome data models.

The business performance in FY 2017-18 was driven through a mix of Prebiotics [Fructo-oligosaccharide (âFOSâ) and Galacto-oligosaccharide (âGOSâ)] manufactured at Sriperumbudur near Chennai and complementary products in the food ingredient space. Supported by strong plant performance and encouraging customer response, overall in this financial year, the business achieved a turnover of Rs.33.80 crore, a jump of over 30.0% over the previous year.

Operations at Sriperumbudur remained stable and the plant supported the increased customer demand by producing higher quantities across multiple grades of FOS. Project execution at Nellore, Andhra Pradesh is underway with the ground-breaking ceremony performed in November 2017, civil construction is on track and most major equipment have been ordered. While sales of FOS and GOS continue to remain buoyant, our newly introduced product offerings also found wide acceptance in food and beverages, infant nutrition, nutraceutical, pharmaceuticals and animal nutrition segments. A gross total of 1,700 tonnes of products were sold in India to 600 customers across 105 cities. With the upcoming expansion, the business is in process of creating an international distribution network for select markets.

Advance Materials

The Company signed a Business Transfer Agreement with M/s. Allied Silica Limited (âASLâ), on April 7, 2018, to acquire their business of precipitated silica, on a slump sale and going concern basis, for a consideration of upto Rs.123 crore to be paid subject to fulfillment of certain agreed conditions and milestones. The acquisition includes the existing manufacturing site, which is recently commissioned, for precipitated silica at SIPCOT Industrial Park Phase II, Cuddalore, Tamil Nadu.

This acquisition is part of the Rs.295 crore investment approved by the Board of TCL in February 2017 for entry into the Highly Dispersible Silica (âHDSâ) business. Upon completion of the acquisition, this will represent yet another step in TCLâs journey to build technologically enabled, differentiated businesses, with greater customer centricity while leveraging its core strengths. The manufacture of HDS is in line with our focus to grow our specialty business, along with our consumer business.

Precipitated silica is a versatile product with applications in many industries including rubber, oral care, coatings and agrochemicals. The acquisition also offers the possibility of producing high performance value added silica. This specialty chemical represents a downstream value addition to Tata Chemicals soda ash business, where it ranks among the top manufacturers globally.

The technology to manufacture HDS has been developed at the Companyâs Innovation Centre in Pune.

FERTILISER BUSINESS (DISCONTINUED OPERATIONS)

As mentioned above, the Company sold the Urea and Customised Fertiliser business situated at Babrala, Uttar Pradesh to Yara India effective 12 January, 2018. During the year under review, the Company also entered into a Business Transfer Agreement with IRC Agrochemicals Private Limited, a subsidiary of Indorama Holdings B.V., Netherlands, for the sale of its Phosphatic Fertilisers Business and the Trading Business comprising bulk and non-bulk fertilisers situated at Haldia, West Bengal subject to certain regulatory and other approvals. The Company is intending to close the pesticides and seeds business and has considerably wound down the same during the year.

In view of the above, the entire business is now classified as Discontinued Operations in the financial statements for the year ended 31 March, 2018.

During the year, sales revenue of Discontinued Operations stood at Rs.4,086.91 crore against Rs.4,616.80 crore in the previous year. The Profit after Tax from Discontinued Operations was Rs.1,142.49 crore against Rs.113.47 crore in the previous year (includes exceptional items of Rs.1,213.99 crore).

FINANCE

The Company did not raise any long term borrowing during the year under review. In the month of October 2017, the Company repaid, upon maturity, the 1^st instalment of US$ 63.27 million relating to the external commercial borrowing of US$ 190 million raised during FY 2013-14.

As a result of efforts to improve net working capital and accretion of cash during the year, the short term financing requirements reduced substantially during second half of the financial year. Any requirements during the first half were satisfied through Commercial Papers or working capital demand loans, all repaid during the year. Pursuant to the announcement of Special Banking Arrangement by the Department of Fertilizers, Government of India, during March 2018, the Company availed loans against subsidy receivables totalling Rs.307.95 crore. The gross outstanding balance of subsidy receivables as on 31 March, 2018 was Rs.858.69 crore (31 March, 2017: Rs.1,684.41 crore).

During the year, overseas subsidiaries of the Company carried out the following refinancing exercises:

- Tata Chemicals International Pte. Ltd: Refinanced US$ 200 million for five years and repaid the existing loan of US$ 200 million.

- Homefield Pvt. UK Ltd: Refinanced US$ 28.50 million for five years and repaid existing loan of US$ 28.00 million.

Homefield 2 UK Limited group: Entities in the UK group prepaid an existing term loan and revolving credit facilities totalling Â£ 133.20 million and entered into two separate facilities. Tata Chemicals Holdings Europe Limited and subsidiaries undertook a new agreement for term loan and revolving credit facilities aggregating Â£ 100 million for a tenor of five years (drawn at 31 March, 2018: Â£ 89 million). Cheshire Salt Holdings Limited and subsidiaries entered into new agreement for term loan and revolving credit facilities aggregating Â£ 55 million for a tenor of five years (amount drawn at 31 March, 2018: Â£ 50 million).

In September 2017, the Company sold its investment of 4,31,75,140 shares of Tata Global Beverages Limited, realising Rs.920.07 crore.

In January 2018, the Company completed the sale of the Urea business to Yara India and received a consideration of Rs.2,682 crore (subject to post completion working capital adjustments).

Dividends from subsidiaries/joint venture

Rallis, a subsidiary of the Company and IMACID, a joint venture, paid dividends of Rs.36.50 crore (FY 2016-17: Rs.24.34 crore) and Rs.9.82 crore (FY 2016-17: Rs.21.02 crore) respectively to the Company. Tata Chemicals North America Inc., a step-down subsidiary of the Company, paid a dividend of US$ 12.34 million (FY 2016-17: US$ 10 million) which has been deployed towards operational requirements and external finance costs at TCIPL, Singapore.

Credit Ratings

There were no changes in the credit rating of the Company. As at 31 March, 2018, the Company had the following credit ratings:

Long Term Corporate Family Rating of Ba1/Stable from Moodyâs Investors Service

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

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

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

Short term debt programme (including Commercial Paper) of Rs.600 crore is rated at CRISIL A1 by CRISIL Ratings

Tata Chemicals North America Inc. credit rating at 31 March, 2018 was:

A Long Term Corporate Family Rating of Ba3/Stable, Senior Secured Bank Credit Facility rating of Ba3/LGD4 and Sp. Grade Liquidity rating of SGL-2 from Moodyâs Investors Service

A Corporate credit rating of B /Stable and issue level ratings of BB/Recovery rating 1(95%) on Senior Secured debt from S&P Global

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Management Discussion and Analysis is presented in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on materiality of related party transactions and manner of dealing with related party transactions which is available on the Companyâs website at the link: http://tatachemicals.com/upload/content_pdf/tcl_rpt_policy.pdf.

All related party transactions entered into during FY 2017-18 were on an armâs length basis and in the ordinary course of business.

No material related party transactions were entered during the financial year by the Company. Accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company.

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

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

RISK MANAGEMENT POLICY

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

Identified risks are used as one of the key inputs for the development of strategy and business plan. The respective risk owner selects a series of actions to align risks with the Companyâs risk appetite and risk tolerance levels to reduce the potential impact of the risk should it occur and/or to reduce the expected frequency of its occurrence. Mitigation plans are finalised, owners are identified and progress of mitigation actions are monitored and reviewed. The risk management process has been rolled out to overseas subsidiaries including domestic business.

Although non-mandatory, the Company has constituted a Risk Management Committee (âRMCâ) to oversee the risk management efforts in the Company under the chairmanship of Dr. Y.S.P. Thorat, Independent Director. Risk assessment update is provided to the RMC on periodical basis. RMC assists the Audit Committee and the Board of Directors in overseeing the Companyâs risk management processes and controls. Some of the risks identified are set out in the Management Discussion and Analysis which forms part of this Annual Report.

DIVIDEND DISTRIBUTION POLICY

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

Accordingly, the Board of Directors of the Company has adopted the Policy which endeavours for fairness, consistency and sustainability while distributing profits to the shareholders. The Policy is attached to this Annual Report as Annexure 1 and same is available on the Companyâs website under the âInvestorsâ section at http://www.tatachemicals.com/upload/content_pdf/tcl-dividend-distribution-policy.pdf.

CORPORATE SOCIAL RESPONSIBILITY (âCSRâ)

The CSR activities of the Company are governed by the CSR, Safety and Sustainability Committee of the Board. The Corporate Social Responsibility Policy (âCSR Policyâ) approved by the Board guides in designing CSR activities for improving quality of life of society and conserving the environment and bio-diversity in a sustainable manner.

The Company has adopted a participatory approach in designing need based CSR programs which are implemented through Tata Chemicals Society for Rural Development, Okhai Centre for Empowerment, Uday Foundation and in partnership with various government and non-government institutions. The Company carried out its CSR activities in Mithapur, Babrala, Haldia and Sriperumbudur and also in remotest parts of India like Sundarbans (West Bengal), Kutch & Banaskantha (Gujarat), Dharni (Maharashtra), Barwani (Madhya Pradesh), etc.

The Company has an integrated approach to community development which helps in touching all aspects of society such as livelihood, education, health, environment and empowerment of the weaker section of the society. The Company has a special focus on affirmative action for inclusion of dalits and tribals.

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

- The Blossom programme focuses on promotion of livelihood of the rural artisans by supporting in establishing market linkages of the traditional handicrafts. Okhai is the flagship program under Blossom.

- The Enhance programme focuses on alleviation of poverty among the rural masses by enhancing productivity of agriculture and livestock and providing basic infrastructure support. Unnati and Pashu Palak Mitra are two very important interventions under Enhance.

- The Aspire programme targets the students of all grades and youth who are drop-outs and looking for employment opportunities. The support is provided by improving the quality of education in schools, providing scholarship support to students and imparting vocational skills to youth for a meaningful employment.

- The Conserve programme ensures environmental conservation through land and water management activities, preservation of bio-diversity and mitigation of climate change impacts. âDharti Ko Arpanâ is the flagship program under Conserve.

- The Nurture programmes provide healthcare, nutrition, sanitation and drinking water solutions to the rural masses.

The Company focusses on inclusion of marginalised population of the society especially the dalit, tribal and women in all its CSR programmes and also responds to any disasters.

The CSR Policy is available on the Companyâs website at http://www.tatachemicals.com/upload/content_pdf/csr-policy_20161012071424.pdf.

The Annual Report on CSR activities is annexed as Annexure 2 to this report.

WHISTLEBLOWER POLICY AND VIGIL MECHANISM

The Company has adopted a Whistleblower Policy and Vigil Mechanism to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct. Protected disclosures can be made by a whistleblower through several channels. The policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The details of the policy are given in the corporate governance report and also posted on the website of the Company viz. www.tatachemicals.com.

PREVENTION OF SEXUAL HARASSMENT (âPOSHâ)

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

Four complaints of sexual harassment were received during the year for which the Company has taken appropriate actions ranging from minor (counselling) and major actions (termination). Mandatory online refresher course was conducted for all white collar job and more than 30 POSH classroom trainings were conducted across locations covering permanent, contractual/third party employee/ interns.

The POSH committee members participated in POSH master class conducted for capability building.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

Sr. Name of the Party No.	Nature of Transaction		(Rs.in crore)
1. The Indian Hotels Company Limited	Investment in Equity Shares through rights issue		13.36
2. Ncourage Social Enterprise		Investment in Equity Foundation (Section 8 Shares company)	0.05
3. Tata Steel Limited	Investment in Equity Shares through rights issue		20.33
4. Tata Steel Limited	Investment in partly paid Equity Shares through rights issue		3.07

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

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries for FY 2017-18 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Auditorâs Report thereon form part of this Annual Report.

SUBSIDIARY COMPANIES AND JOINT VENTURES

As on 31 March, 2018, the Company had 36 (direct and indirect) subsidiaries (5 in India and 31 overseas) and 5 joint venture companies.

There were following changes in the subsidiaries during the year :-

i. Grown Energy Zambeze Holdings Pvt. Ltd., Mauritius; Grown Energy (Pty) Ltd., South Africa; and Grown Energy Zambeze Limitada, Mozambique have ceased to be subsidiaries with effect from 28 June, 2017.

ii. Ncourage Social Enterprise Foundation was incorporated as a Section 8 company with effect from 8 December, 2017 as a wholly owned subsidiary of the Company.

iii. Brunner Mond Generation Company Limited has dissolved with effect from 19 December, 2017 and accordingly, ceased to be a subsidiary.

iv. Brunner Mond Limited has dissolved with effect from 2 January, 2018 and accordingly, ceased to be a subsidiary.

With a view to reduce the number of subsidiaries and rationalising the group structure, the Board at its meeting held on 23 March, 2018 approved the merger of Bio Energy Venture - 1 (Mauritius) Pvt. Ltd., a wholly owned subsidiary, with the Company through a Scheme of Merger subject to the approval of the Reserve Bank of India, if required, and the Honâble National Company Law Tribunal.

The Companyâs policy on determining material subsidiaries, as approved by the Board, is uploaded on the Companyâs website at http://www.tatachemicals.com/upload/content_pdf/material_ subsidiary.pdf.

A report on the financial position of each of the subsidiaries and joint venture companies as per the Act is provided in Form AOC-1 attached to the financial statements.

DETAILS OF SIGNIFICANT MATERIAL ORDERS

No significant and material orders were passed by the regulators or the courts or tribunals impacting the going concern status and Companyâs operations in future.

INTERNAL FINANCIAL CONTROLS

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The Company has a well-defined delegation of authority with specified limits for approval of expenditure, both capital and revenue. The Company uses an established ERP system to record day to day transactions for accounting and financial reporting.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

Appointment

Pursuant to the recommendations of the Nomination and Remuneration Committee (âNRCâ), the Board of Directors appointed Ms. Padmini Khare Kaicker as an Additional Director of the Company with effect from 1 April, 2018 in accordance with Article 133 of the Companyâs Articles of Association and Section 161(1) of the Act. She holds office upto the date of the forthcoming AGM and a Notice under Section 160(1) of the Act has been received from a Member signifying the intention to propose her appointment as Director. She was also appointed as an Independent Director for a period of 5 years with effect from 1 April, 2018 upto 31 March, 2023 subject to approval of the Members at the ensuing AGM.

Pursuant to the recommendations of the NRC, the Board of Directors appointed Mr. Zarir Langrana as an Additional Director of the Company with effect from 1 April, 2018 in accordance with Article 133 of the Companyâs Articles of Association and Section 161(1) of the Act. He was also appointed as the Executive Director of the Company for a period of 5 years with effect from 1 April, 2018 upto 31 March, 2023 subject to approval of the Members at the ensuing AGM. He holds office upto the date of the forthcoming AGM and a Notice under Section 160(1) of the Act has been received from a Member signifying the intention to propose his appointment as Director.

Re-appointment

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Bhaskar Bhat, Non-Executive Director of the Company, retires by rotation at the ensuing AGM, and being eligible, has offered himself for re-appointment.

Based on the recommendations of the NRC, the Board of Directors had at its Meeting held on 18 May, 2018 re-appointed Mr. R. Mukundan as Managing Director & CEO of the Company for a period of 5 years commencing from 26 November, 2018 upto 25 November, 2023. His re-appointment and remuneration payable to him are subject to the approval of the Members at the ensuing AGM.

Independent Directors

In terms of Section 149 of the Act, Mr. Nasser Munjee, Dr. Y.S.P Thorat, Ms. Vibha Paul Rishi and Ms. Padmini Khare Kaicker are the Independent Directors of the Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Act and the Listing Regulations.

Details of the Familiarisation Programme for Independent Directors are provided separately in the Corporate Governance Report.

Key Managerial Personnel (âKMPâ)

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the KMP of the Company:

- Mr. R Mukundan, Managing Director & CEO

- Mr. Zarir Langrana, Executive Director (w.e.f. 1 April, 2018)

- Mr. John Mulhall, Chief Financial Officer

- Mr. Rajiv Chandan, General Counsel & Company Secretary

Governance Guidelines

Procedure for Nomination and Appointment of Directors

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

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

Board Evaluation

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

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

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

REMUNERATION POLICY

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

DIRECTORSâ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s), including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the FY 2017-18.

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

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

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls except in respect of fraudulent issue of credit notes; where the processes and controls are being reviewed and revised to ensure adequate visibility of the expenditure to the Company, are adequate and are operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules forms part of this report. Further, the Report and the Accounts are being sent to the members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement is open for inspection at the Registered Office of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

AUDITORS

I. Auditors and their report:

At the AGM held on 9 August, 2017, M/s. B S R & Co. LLP Chartered Accountants (Firm Registration No. 101248W/ W-100022) were appointed as Statutory Auditors of the Company for a period of five consecutive years. As per the provisions of Section 139 of the Act, they have confirmed that they are not disqualified from continuing as Auditors of the Company.

II. Cost Auditors and Cost Audit report:

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. The Board on the recommendation of the Audit Committee has appointed M/s. D. C. Dave & Co., Cost Accountants (Firm Registration No. 000611) as the Cost Auditors of the Company for FY 2018-19 under Section 148 and all other applicable provisions of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

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

The remuneration payable to the Cost Auditors is required to be placed before the members in a general meeting for their ratification. Accordingly, a Resolution for seeking membersâ ratification for the remuneration payable to M/s. D. C. Dave & Co. is included at item No. 11 of the Notice convening the AGM.

III. Secretarial auditor

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

OTHER DISCLOSURES

I. Details of Board meetings

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

II. Composition of Audit Committee

During the year under review, the Audit Committee comprised 3 (three) Members out of which 2 (two) were Independent Directors and 1 (one) was a Non-Executive Director. During the year, 8 (eight) Audit Committee meetings were held, details of which are provided in the Corporate Governance Report. Ms. Padmini Khare Kaicker, an Independent Non-Executive Director, was appointed as a member of the Audit Committee with effect from 1 April, 2018.

III. Composition of CSR, Safety and Sustainability Committee

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 Report.

IV. Secretarial Standards

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT 9 is enclosed as Annexure 8 to this report.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued support and co-operation by Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge the support extended by the Companyâs Unions and all the employees for their dedicated service.

On behalf of the Board of Directors

Bhaskar Bhat R. Mukundan

Director Managing Director & CEO

Mumbai, 18 May, 2018

Mar 31, 2017

Board''s Report

TO THE MEMBERS OF TATA CHEMICALS LIMITED

The Directors hereby present their seventy eighth Annual Report together with the audited financial statements for the Financial Year (FY) ended 31 March, 2017.

FINANCIAL RESULTS

Rs, in crore

	Standalone		Consolidated
Particulars	Year ended 31 March, 2017	Year ended 31 March, 2016	Year ended 31 March, 2017	Year ended 31 March, 2016
Revenue from operations	6,470.92	8,469.50	13,288.92	15,220.23
Profit from ordinary activities before depreciation and finance costs	1,161.29	1,135.78	2,389.74	2,216.99
Depreciation and amortization expense	152.41	153.50	534.73	526.08
Profit from ordinary activities before finance costs	1,008.88	982.28	1,855.01	1,690.91
Finance costs	214.85	215.16	411.16	525.47
Profit before share of profit of an associate and joint ventures and tax	794.03	767.12	1,443.85	1,165.44
Share of profit / (loss) of an associate and joint ventures	-	-	12.75	14.89
Profit before tax	794.03	767.12	1,456.60	1,180.33
Tax expense	236.15	175.13	357.33	248.38
Profit for the year from continuing operations after tax	557.88	591.99	1,099.27	931.95
Profit from discontinued operation after tax	134.83	74.21	134.83	74.21
Profit for the year	692.71	666.20	1,234.10	1,006.16
Attributable to:
- Equity shareholders of the Company	692.71	666.20	993.11	770.58
- Non-controlling interests	-	-	240.99	235.58
Other Comprehensive Income (''OCI'')	378.16	(249.84)	348.96	31.06
Total Comprehensive Income	1,070.87	416.36	1,583.06	1,037.22
Balance in Retained earnings at the beginning of the year	3,714.09	3,437.15	996.00	586.98
Profit for the year (attributable to equity shareholders of the Company)	692.71	666.20	993.11	770.58
Remeasurement of defined employee benefit plans	(32.52)	(8.95)	(165.24)	59.68
Dividends including tax on dividend	(301.67)	(380.31)	(306.62)	(383.23)
Acquisition of non-controlling interests	-	-	(7.86)	(31.70)
Transferred to General reserve	-	-	-	(6.31)
Balance in Retained earnings at the end of the year	4,072.61	3,714.09	1,509.39	996.00

DIVIDEND

For the year under review, the Directors have recommended a dividend of Rs, 11 per share (110%) on the Ordinary Shares of the Company (previous year Rs, 10 per share). If declared by the members at the ensuing Annual General Meeting (AGM), the total dividend outgo during FY 2017-18 would amount to Rs, 280.23 crore excluding dividend tax (previous year Rs, 254.76 crore excluding dividend tax).

PERFORMANCE REVIEW

The Company has entered into an Agreement with Yara Fertilizers India Private Limited (''Yara India'') to transfer its urea and customized fertilizer business at Babrala, Uttar Pradesh, by way of a slump sale, on a going concern basis, for a consideration of Rs, 2,670 crore (subject to certain adjustments) through a Scheme of Arrangement. Final approval on the Scheme of Arrangement from the Hon''ble National Company Law Tribunal is awaited. The effect of the transfer will be reflected in the financial results of the period in which the deal is consummated post receipt of all the requisite regulatory and statutory approvals. Hence, urea and customized fertilizer business is classified as discontinued operation in the financial statements for the year ended 31 March, 2017.

Consolidated:

The consolidated revenue from the continuing operations decreased from Rs, 15,220.23 crore to Rs, 13,288.92 crore, a decrease of 12.69% over the previous year. Earnings before interest, tax, depreciation and amortization (''EBITDA'') from continuing operations has increased from Rs, 2,091.73 crore to Rs, 2,223.62 crore, an increase of 6.31% over the previous year. Profit before tax from continuing operations has increased from Rs, 1,180.33 crore to Rs, 1,456.60 crore, an increase of 23.41% over the previous year. Profit after tax from the continuing operations has increased from Rs, 931.95 crore to Rs, 1,099.27 crore, an increase of 17.95% over the previous year. Profit for the year (continuing operations and discontinued operation) has increased from Rs, 1,006.16 crore to Rs, 1,234.10 crore, an increase of 22.65% over the previous year. Profit for the year attributable to equity shareholders of the Company has increased from Rs, 770.58 crore to Rs, 993.11 crore, an increase of 28.88% over the previous year.

Standalone:

The revenue from the continuing operations decreased from Rs, 8,469.50 crore to Rs, 6,470.92 crore, a decrease of 23.60% over the previous year. EBITDA from continuing operations has increased from Rs, 971.41 crore to Rs, 984.37 crore, an increase of 1.33% over the previous year. Profit before tax from continuing operations has increased from Rs, 767.12 crore to Rs, 794.03 crore, an increase of 3.51% over the previous year. Profit for the year (continuing operations and discontinued operation) has increased from Rs, 666.20 crore to Rs, 692.71 crore, an increase of 3.98% over the previous year.

Tata Chemicals Limited''s (''TCL'' or ''the Company'') operation is organized under four segments i.e. (1) Inorganic Chemicals comprising Soda Ash, Salt, Sodium Bicarbonate, Marine Chemicals, Caustic Soda and Cement, (2) Fertilizers comprising Fertilizers and other traded products, (3) Other Agri-inputs including Rallis India Limited''s operations and (4) Others comprising Pulses, Spices, Water Purifier, Nutritional Solutions. Performance review of these businesses is as under:

1. INORGANIC CHEMICALS SEGMENT

1.1 INDIA OPERATIONS:

During the year, the Inorganic Chemicals business posted a revenue on standalone basis of Rs, 3,556.83 crore against Rs, 3,638.06 crore in the previous year, down by 2.23%.

The Indian Chemical Operations registered another year of healthy financial performance with profit before tax higher than the previous year, in a mixed business environment. An increased focus on cost, driven through several operational efficiency programs, enabled this

performance in an environment characterised by pricing pressures.

The production volumes of all major products; soda ash, sodium bicarbonate and salt exceeded previous year levels. However, increased imports and domestic capacity addition led to soda ash prices coming under pressure during the year. Operational costs, both fixed and variable cost, were kept under strict control. Higher manufacturing volumes and lower costs helped overcome pricing pressure in the market and led to an overall improvement in the profitability levels.

Soda Ash

In contrast to almost flat demand witnessed in FY 2015

16, the soda ash domestic market grew at ~ 7% during the year under review, driven by the two key consuming industries of glass and detergents. The manufacturing volumes at Mithapur also went up marginally from 8.10 lakh tonnes per annum to 8.16 lakh tonnes per annum. The soda ash production volume at Mithapur was supplemented by sourcing from TCL group companies and others leading to a total sales volume of 7.08 lakh tonnes per annum for the year under review (part of the domestic production was also used for conversion into sodium bicarbonate at Mithapur). Prices remained under pressure due to higher import and domestic volumes.

Sodium Bicarbonate

The Company believes in the long-term volume and value growth potential of the domestic sodium bicarbonate market. The demand is estimated to have grown by ~ 7% in FY 2016-17, consistent with its long-term growth trend. Sodium bicarbonate production at Mithapur rose from 97,555 tonnes to 1,01,210 tonnes for the year. Sales volume of 94,338 tonnes for the year under review showed a similar trend which helped the Company maintain its market share in excess of 50%. Although sodium bicarbonate prices were under pressure during the year, the Company continues to focus on value-driven growth by expanding its portfolio of value added offerings for high-end applications in the domestic market.

Cement

The business environment for cement continued to remain challenging during the year with subdued demand growth and pricing pressures resulting in downward pressure on both the sales volume and realizations throughout the year. Cement production volumes were at 5,15,685 tonnes for the year against 5,27,232 tonnes during the previous year. Cement sales during the year were at 5,17,721 tonnes against 5,34,230 tonnes during the previous year. However, the Company''s continued focus on driving profitability in this business by strict cost control and operating in low freight zones would assist in driving superior performance going forward.

Salt

Iodized salt production in Mithapur was 9,19,850 tonnes, up by 7.34% over the previous year. Overall, branded salt sales grew by 2.30% over the previous year and stood at 10,73,215 tonnes in FY 2016-17.

Tata Salt grew by 4.27% in sales volume over the previous year to reach sales volume of 9,04,158 tonnes in FY 2016 17. It continues to be the largest distributed brand with a reach of 16.7 lakh retail outlets across India.

Tata Salt Lite grew by 10.65% in sales volume and achieved volumes of 19,619 tonnes in FY 2016-17.

I-Shakti salt continued to address the iodization movement, complimenting Tata Salt with a sale of 1,20,194 tonnes in FY 2016-17.

1.2 OVERSEAS OPERATIONS 1.2.1 Tata Chemicals North America Inc. (TCNA)

TCNA production volumes were higher by 4.43% during the year due to reliability programme initiated at the site. Sales volumes were higher by 6.11% during the year. TCNA posted gross revenue of US$ 476.11 million (Rs, 3,193.48 crore) for the year ended 31 March, 2017 against US$ 460.47 million (Rs, 3,014.66 crore) in the previous year. Revenue increased during the year due to higher sales volumes partially offset by adverse sales mix and pricing.

TCNA registered EBITDA of US$ 95.85 million (Rs, 642.91 crore) against US$ 98.10 million (Rs, 642.25 crore) in the previous year. Favorable sales and production volumes and favorable plant costs were offset by adverse sales price and mix.

Profit before tax and profit after tax and non-controlling interest for the year were at US$ 67.15 million (Rs, 450.40 crore) and US$ 31.56 million (Rs, 211.69 crore) respectively against US$ 68.50 million (Rs, 448.46 crore) and US$ 33.48 million (Rs, 219.19 crore) respectively during the previous year.

1.2.2 Tata Chemicals Europe Holdings Limited (TCEHL)

TCEHL is the holding company for Tata Chemicals Europe Limited with operations in soda ash, sodium bicarbonate and energy businesses as well as British Salt Limited which carries on the business of manufacturing and sale of industrial salt.

TCEHL''s overall turnover for the year was GBP 180.22 million (Rs, 1,578.21 crore) against GBP 167.40 million (Rs, 1,652.93 crore) in the previous year. The group companies maintained their share of UK markets in all key products during the year. Production of soda ash and sodium bicarbonate increased by 2.59%, continuing the positive trend seen in recent years and accompanied by improved manufacturing efficiencies. Sales volume of soda ash were down by 2.24%, sodium bicarbonate up by 5% and salt up by 2.45%. Export sales volume were below 2016 levels but margins improved due to the weakness of Sterling against Euro and US Dollar. Electricity sales were higher as a result of the full year contribution from the new steam turbine commissioned in the third quarter of 2016. The businesses also benefited from the successful delivery of the final phase of a fixed cost reduction programme which was launched in 2014. The defined benefit pension scheme of Tata Chemicals Europe Limited was closed to future accrual in May, 2016.

EBITDA for the year was GBP 26.83 million (Rs, 234.95 crore) against GBP 17.72 million (Rs, 174.97 crore) in the previous year, up by 51.41% mainly due to underlying profitability improvements across the product range. The profit on ordinary activities before taxation was GBP 11.28 million (Rs, 98.78 crore) against loss of GBP 4.61 million (Rs, 45.52 crore) in the previous year after taking into account credits in respect of derivative mark-to-market adjustments of GBP 2.47 million (Rs, 21.63 crore) against charges of GBP 3.12 million (Rs, 30.81 crore) in the previous year.

While there was no current tax charge for the year (2016: Nil) but movements in deferred tax resulted in a charge of GBP 2.21 million (Rs, 19.35 crore) against credit of GBP 0.95 million (Rs, 9.38 crore) in the previous year.

The profit after tax was GBP 9.07 million (Rs, 79.43 crore) against the loss of GBP 3.66 million (Rs, 36.14 crore) in the previous year.

1.2.3 Tata Chemicals Magadi Limited (TCML)

During the year, TCML soda ash production volume and sales volume were both down by 3.54% and 11.40% respectively.

TCML posted total sales of US$ 59.77 million (Rs, 400.90 crore) against US$ 74.05 million (Rs, 484.80 crore) during the previous year.

TCML achieved gross profit of US$ 35.75 million (Rs, 239.79 crore) for the year against US$ 43.48 million (Rs, 284.66 crore) in the previous year. EBITDA for the year was US$ 5.70 million (Rs, 38.23 crore) against US$ 17.55 million (Rs, 114.90 crore) in the previous year. The major contributing factors for the lower EBITDA performance were mainly lower sales volume, selling prices, product quality challenges and poor plant efficiencies.

The year under review registered a profit after tax of US$ 1.08 million (Rs, 7.22 crore) compared to US$ 10.52 million (Rs, 68.87 crore) in the previous year.

1.2.4 Tata Chemicals International Pte Limited (TCIPL)

TCIPL is a wholly owned subsidiary of Tata Chemicals Limited based in Singapore. The primary activities of the company constitute of trading and holding investments in overseas subsidiaries. TCIPL is trading soda ash of different grades in South East Asia and Middle East and also exploring opportunities in allied products in these markets.

During the year under review, TCIPL expanded its business portfolio by engaging in procurement of coal from Indonesia. During the year, TCIPL''s revenue was US$ 78.18 million (Rs, 524.39 crore) and other income includes dividend from wholly owned subsidiary of US$ 10.73 million (Rs, 71.97 crore). TCIPLRs,s profit after tax for the year was US$ 2.55 million (Rs, 17.11 crore).

2. FERTILISER SEGMENT

CROP NUTRITION AND AGRI BUSINESS (CNAB)

CNAB, which is part of our Farm Essentials business has two fertiliser manufacturing units; Babrala plant; manufacturing Urea and Customised Fertiliser and the Haldia plant; producing Phosphatic Fertilisers such as Di-ammonium Phosphate (DAP), NPK and Single Super Phosphate (SSP). In addition to these facilities, the Company imports and sells bulk fertilisers like DAP and Muriate of Potash (MOP). The Company also supplies other products like Specialty Fertilisers, Organic Fertilisers, Seeds and Pesticides.

During the year, the CNAB posted sales of Rs, 2,288.33 crore against Rs, 4,113.03 crore in the previous year. Sales revenue of discontinued operation (urea and customized fertilizer business) for the year was Rs, 1,982.96 crore against Rs, 2,304.07 crore in the previous year.

The unfavorable cost structure at Haldia, when compared to imported alternatives as well as the delay in finalizing phosphatic acid prices during first half of the year, impacted the performance of Haldia plant.

While the revenue was down, EBITDA grew to Rs, 376.50 crore during the year from Rs, 283.36 crore in the previous year. The PBT grew sharply to Rs, 160.57 crore for the year from Rs, 6.81 crore in the previous year despite tough market conditions.

Urea

The Urea manufacturing plant at Babrala produced 12,13,843 tonnes in FY 2016-17 against 12,30,819 tonnes, lower by 16,976 tonnes compared to the previous year. Lower production is attributed to 20 days annual turnaround. The specific energy consumption level of the plant was 5.164 GCal / tonnes against 5.170 GCal / tonnes in the previous year.

Complex Fertilizers (DAP / NPK / SSP)

The Phosphatic fertilizers manufacturing facility at Haldia achieved a combined production volume of 4,95,299 tonnes of DAP, NPKs and SSP during the year against the previous year''s production of 6,66,731 tonnes, lower by 25.71%. This was primarily due to non-finalization of phosphate acid prices in the first half and partial shut down for re-routing of the Ammonia pipeline. The Ammonia Pipeline shifting project has been successfully completed.

The sales of DAP, NPKs and SSP from the Haldia plant was 5,18,020 tonnes against 7,25,852 tonnes in the previous year, down by 28.63%.

Imported Products (DAP / MOP)

To fulfill market demand, the Company sold 2,08,820 tonnes of imported DAP during the year against 4,15,145 tonnes in the previous year. Considering the price volatility and exchange rate fluctuations, the Company has reduced its exposures to DAP imports. MOP sales were at 83,107 tonnes against the previous year''s sale of 1,10,986 tonnes.

Specialty Crop Nutrients and Agri Inputs

During the year, Specialty Crop Nutrients and other Agri Inputs recorded revenues of Rs, 527.92 crore against Rs, 689.34 crore in the previous year.

The performance of traded business was in line with the strategy to scale down the business.

Customised Fertilisers

The customised fertiliser manufacturing plant at Babrala manufactures three grades of fertilisers applicable to Paddy, Potato and Sugarcane. The sales of customised fertilisers during the year were 16,461 tonnes against 23,327 tonnes in the previous year. Customised fertiliser being a new concept, needs to be promoted in a phased manner and will gradually gain acceptance.

3. OTHER AGRI INPUTS

3.1 During the year, the other agri-inputs recorded revenues on standalone basis of Rs, 316.39 crore against Rs, 410.82 crore in the previous year, down by 22.99%.

3.2 Rallis India Limited (Rallis)

Rallis achieved a total revenue of Rs, 1,782.98 crore compared to Rs, 1,627.79 crore in the previous year. The Companyâs profit before exceptional items and tax was Rs, 221.56 crore compared to Rs, 186.11 crore in the previous year, registering an increase of 19%. Exceptional items of Rs, 158.39 crore comprises profit on assignment of leasehold rights to a plot of land in the MIDC area, Turbhe, Navi Mumbai. Rallis earned a net profit of Rs, 138.68 crore (excluding exceptional item of Rs, 158.39 crore), down 5.72% compared to a net profit of Rs, 147.09 crore in the previous year.

Rallis'' Domestic Formulations Business achieved a revenue growth of 8% during the year with a higher increase in the underlying volume growth. In response to market changes and to meet farmers'' expectations for advanced chemistries and new technologies, the unit introduced three new products during the year; Epic, an improved and advanced Water Dispersible Granules (WDG) formulation of Hexaconazole, launched in paddy; Summit, an advanced new generation insecticide, effective against thrips and almost all caterpillar pests; and Neonix, the first ever seed treatment product in India to control both soil insects and soil borne diseases in groundnut and wheat crops.

Rallis'' International Business division achieved a revenue growth of 10.19% during the year, growing to Rs, 440.83 crore, against Rs, 400.05 crore for the previous year. Ten new registrations were obtained during the year and the company commercialized three products in different geographies. In agri services, sales of GeoGreen increased by about 10% over the previous year. A new product Geo Green P plus was introduced during the year, which has been well accepted by the market. Sales were impacted in Southern India due to severe drought conditions. Metahelix Life Sciences Limited, a 100% subsidiary of Rallis achieved a revenue of Rs, 286.55 crore, up 13.30% over the previous year and clocked a net profit of Rs, 32.34 crore during the year.

4. OTHERS

During the year, the ''Others'' segment including pulses, spices, water purifiers, nutritional solutions achieved a total revenue of Rs, 374.83 crore against Rs, 458.15 crore in the previous year, down by 18.19%.

Pulses

Tata Sampann pulses business faced a downward trend in the commodity cycle due to the Government interventions in regulating stock movement and pricing restrictions. The business increased its focus on Tata Sampann Low Oil Absorb Besan in FY 2016-17 as well as high margin value added products with a pilot launch of Tata Sampann Pakoda Mix in three cities.

Spices

After the successful launch in northern markets, Tata Sampann spices has expanded its footprint across

16 states throughout the country in FY 2016-17. Tata Sampann spices launched across Gujarat, Maharashtra, West Bengal and Tripura in the year with a portfolio of 8 blended spices and 4 pure spices.

Water Purifier

The water purifier business continues to expand its footprint in affordable drinking water segment through alternate marketing channels including NGOs and with introduction of more cost effective products.

Nutritional Solutions

FY 2016-17 was the second full year of operations of the greenfield proof-of-concept manufacturing unit at Sriperumbudur, near Chennai. During the year, the unit produced several grades of Fructo-oligosaccharides (FOS) and FOS based formulations and sold a total of 680 tonnes of FOS across India. Although a new product, it garnered wide acceptance as a prebiotic healthy sweetener for categories such as dairy, bakery and confectionery. Based on market requirements and formulation capabilities, the Company has introduced new variants of healthier and natural sweeteners that are alternatives to cane sugar for both institutional and retail segments. Additionally, at the request of key customers and to leverage synergies with company manufactured products and formulations, complementary products were added to the product portfolio.

In FY 2016-17, the business achieved a sales turnover of Rs, 26.95 crore against Rs, 8.10 crore during the previous year.

During the year, the Board has sanctioned an investment of Rs, 270 crore for a Greenfield commercial-scale manufacturing unit for FOS and Galacto Oligosaccharide (GOS) at Nellore district in Andhra Pradesh. The Company has also initiated research at Yale University to clinically understand the mechanisms and pathways through which FOS and GOS improves human health.

FINANCE

During the year under review, the Company repaid, upon maturity, external commercial borrowing of US$ 60 million (Rs, 325.17 crore), raised during FY 2011-12.

Working capital funding requirements were met through a mixture of buyers'' credit, suppliers'' credit, commercial paper and working capital demand loans. The outstanding balance of subsidy receivables as on 31 March, 2017 was Rs, 1,684.40 crore (including discontinued operation) (31 March, 2016: Rs, 1,901.33 crore). As a result of the Special Banking Arrangement (SBA) announced by the Department of Fertilizers, Government of India, during fourth quarter of the Financial Year, the Company had availed loans against subsidy receivables for an aggregate amount of Rs, 456.66 crore.

The outstanding balance of working capital borrowings including loans under SBA as on 31 March, 2017 aggregated to Rs, 893 crore (31 March, 2016: Rs, 1,566 crore).

Through various initiatives, the Company has been able to achieve a significant reduction in the levels of net working capital during the year. This, coupled with funding from competitive sources, has supported a reduction in interest costs during the year.

Rallis, a subsidiary of the Company and IMACID, a joint venture, paid dividends of Rs, 24.34 crore (FY 2015-16: Rs, 14.60 crore) and Rs, 21.02 crore (FY 2015-16: Rs, 19.25 crore) respectively to the Company. Tata Chemicals North America Inc., step down subsidiary of the Company, paid a dividend of US$ 10 million (Rs, 67.07 crore) (FY 2015-16: Rs, 130.94 crore) which has been mainly utilised towards operational requirements and to pay external finance costs at TCIPL, Singapore.

As on 31 March, 2017, the Company had the following credit ratings, standing at levels similar to 31 March, 2016:

- A Corporate Family Rating of Ba1/Stable from Moody''s Investors Service.

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

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

- Long term bank facilities (i.e. fund based working capital facilities) of Rs, 1,005 crore and short term bank facilities of Rs, 3,340 crore are rated at CARE AA and CARE A1 , respectively, by CARE Ratings.

- Short term debt programme (including Commercial Paper) of Rs, 600 crore is rated at CRISIL A1 by CRISIL Ratings.

TCNA had the following credit ratings outstanding as on 31 March, 2017:

- A Corporate Family Rating of Ba3/Stable from Moody''s Investors Service.

- A Corporate credit rating of B / Positive (Outlook revised from ''Stable'' to ''Positive'' during July 2016) from S&P Global.

Indian Accounting Standards

The Ministry of Corporate Affairs (''MCA''), vide its notification in the official gazette dated 16 February, 2015, has made applicable the Indian Accounting Standards (''Ind AS'') to certain classes of companies. For the Company, Ind AS is applicable from 1 April, 2016 with a transition date of 1 April, 2015. The financial results have been prepared in accordance with the recognition and measurement principles laid down under Ind AS as presented under Section 133 of the Companies Act, 2013 (''the Act'') read with the relevant rules issued there under and the other accounting principles generally accepted in India as applicable.

CORPORATE GOVERNANCE

Your Company evolves and follows corporate governance guidelines and best practices sincerely, not just to boost long-term shareholder value, but also to respect minority rights. The Company considers the same as its inherent responsibility to disclose timely and accurate information regarding its operations and performance, as well as the leadership and governance of the Company.

During the second half of the year under review, the Company faced challenges owing to leadership change at Tata Sons Limited (Promoter of the Company). The Board would like to impress upon the members that the Company has robust systems and processes in place to ensure compliance with applicable rules and regulations. The Board confirms that your Company has acted in accordance with the applicable regulatory framework at all times.

Certain allegations were made against the Company in relation to the acquisition of the soda ash operations of the Brunner Mond Group in Europe and Africa. Further, questions were raised about financial support by the Company to its overseas businesses and assets.

In this regard, the Directors would like to place on record that as per the corporate governance practice of the Company, the Risk Management Committee, Audit Committee and Board of Directors of the Company reviews and evaluates the risk associated with its investments and all operating entities on a regular basis and discusses steps to mitigate the risks. Actions are taken to mitigate the risks as per discussions with the committees and the Board of Directors. The Company''s Annual Report 2015-16 specifically dealt with the risks associated with each of its business and business entities. The risks associated with all the businesses, including those of Europe and Africa were periodically reviewed, evaluated and discussed in detail at the Risk Management Committee meetings. Additionally, the Board of Directors at their meetings while discussing the performance of each operating business entities also reviewed the risks pertaining to those business entities. Major restructuring activities undertaken at Europe and Africa operations have started showing positive operating and financial results in recent times.

In addition to the above, the Directors would like to reiterate that the accounting policies of Tata Chemicals are in due compliance with the relevant accounting standards under IGAAP and Ind AS. These are regularly reviewed by the Audit Committee and Statutory Auditors of the Company and are appropriately disclosed in the financials of the Company.

The Board of Directors closely monitored the events that unfolded during the leadership transition and the allegations that followed. The Audit Committee of the Board (''Committee'') reviewed the aforementioned issues including the correspondence between the Regulators and the Company and the queries raised in the representations made by Mr. Cyrus P. Mistry and Mr. Nusli N. Wadia in terms of Section 169 of the Act. The Committee also reviewed the Company''s interventions, the processes implemented and followed with respect to various compliances and disclosures and the rigour applied when such strategic investment decisions were taken. After due deliberations with relevant stakeholders and review of relevant documents, the Committee expressed its confidence in the Company''s processes to ensure compliance with the provisions of SEBI rules and regulations related to Stock Exchanges. The Committee noted that appropriate procedures were followed by your Company in preparing its financial statements and addressing the business risk issues and that there has been compliance with all legal requirements and corporate governance standards. It follows, therefore, that the aforesaid allegations in the various proceedings, representations and public statements against your Company were incorrect and such statements were made without exercising proper and due care.

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the Corporate Governance Report and the Auditor''s Certificate regarding compliance of conditions of Corporate Governance are part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis is presented in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

RELATED PARTY TRANSACTIONS

All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approvals are granted by the Audit Committee for related party transactions which are in repetitive nature, entered in the ordinary course of business and are on arm''s length basis in accordance with the provisions of the Act read with the Rules issued there under and the Listing Regulations. The transactions entered into pursuant to the omnibus approval so granted are reviewed by the internal audit team and a statement giving details of all related party transactions is placed before the Audit Committee on a quarterly basis.

All related party transactions entered into during FY 2016-17 were on an arm''s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the Company''s website at the link: http:// tatachemicals.com/upload/content_pdf/tcl_rpt_policy.pdf There are no transactions to be reported in Form AOC-2.

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

RISK MANAGEMENT POLICY

The Risk Management policy of the Company lays down the framework of Risk Management promoting a proactive approach in reporting, evaluating and resolving risks associated with the business. Mechanisms for identification and prioritization of risks include scanning the business environment and Internal risk factors. Analysis of the risks identified is carried out by way of focused discussion at the meetings of the empowered Risk Management Group (Senior Leadership team) and Risk Management Committee of the Board.

Identified risks are used as one of the key inputs for the development of strategy and business plan. The respective risk owner selects a series of actions to align risks with the Company''s risk appetite and risk tolerance levels to reduce the potential impact of the risk should it occur and/or to reduce the expected frequency of its occurrence. Mitigation plans are finalized, owners are identified and progress of mitigation actions are monitored and reviewed.

Although non-mandatory, the Company has constituted a Risk Management Committee (RMC) to oversee the risk management efforts in the Company under the chairmanship of Dr. Y.S.P. Thorat, Independent Director. Risk assessment update is provided to the RMC on periodical basis. RMC assists the Audit Committee and the Board of Directors in overseeing the Company''s risk management processes and controls. Some of the risks identified are set out in the Management Discussion and Analysis which forms part of this Annual Report.

DIVIDEND DISTRIBUTION POLICY

SEBI vide its notification dated 8 July, 2016 has inserted Regulation 43A in Listing Regulations and has made it mandatory for the top 500 listed entities, based on market capitalization, as on 31 March of every financial year to formulate a Dividend Distribution Policy (''Policy'') and disclose the same in the Annual Report and on the website of the Company at http:// www.tatachemicals.com/upload/content_pdf/tcl-dividend-distribution-policy.pdf.

Accordingly, the Board of Directors of the Company has adopted the Policy which endeavors for fairness, consistency and sustainability while distributing profits to the shareholders. The Policy is attached to this Annual report as Annexure 1 and same is available on the Company''s website under the ''Investors'' section.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR, Safety and Sustainability Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (''CSR Policy'') indicating the activities to be undertaken by the Company as approved by the Board.

The Company has taken up specific need based CSR activities with the goal of sustainable development in the neighboring area and ensuring participation of key stakeholders like community, NGOs, government departments etc. The Company also reaches out to remote geographic areas which are underdeveloped and require immediate attention in the development parameters like education, health, environment etc.

The Company''s overall CSR initiatives called Beacon focuses on the following sectors and issues:

Blossom : Promotion and development of traditional handicrafts to create employment opportunities for women artisans

Enhance : Poverty Alleviation, livelihood enhancement and infrastructure support to improve quality of life of people

Aspire : Education programs to ensure zero dropout and vocational skill development programs for providing employment opportunities to unemployed youth

Conserve : Environment sustainability by investing in biodiversity, natural resource management and mitigation of climate change impacts

Nurture : Health care, nutrition, sanitation and safe drinking water

In addition, the Company will promote inclusion of marginalized population and women''s empowerment along with responding to any disasters, depending upon where they occur and its ability to respond meaningfully.

The CSR policy is available on the Company''s website at http://sustainability.tatachemicals.com/assets/pdf/csr-policy_20161012071424.pdf.

The Annual Report on CSR activities is annexed as Annexure 2 to this report.

WHISTLEBLOWER POLICY AND VIGIL MECHANISM

The Company has adopted a Whistleblower Policy and Vigil Mechanism to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. Protected disclosures can be made by a whistleblower through several channels. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The details of the policy are given in the corporate governance report and also posted on the website of the Company viz. www.tatachemicals. com.

PREVENTION OF SEXUAL HARASSMENT (POSH)

The Company is conscious about gender diversity and promotes equal opportunity employment to have a work where employees hold their head high with dignity.

The Company has zero tolerance towards sexual harassment at workplace and gives minor to major recommendations for action against the accused persons to the senior management, depending on the severity of the issue. 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 there under.

Five complaints of sexual harassment were received during the year for which the Company has taken appropriate actions ranging from minor (counseling) to major actions (including terminations). More than 50 POSH classroom training sessions were conducted across locations covering over 2,000 permanent, contractual / third party employee / interns. Two sessions were conducted for capability building of POSH committee members.

TATA CODE OF CONDUCT

During a routine review of operating processes, the Company observed potential breaches of the Tata Code of Conduct relating to the effectiveness of Sales Promotion expenses. Management has completed a detailed review of the issues raised and initiated appropriate changes in its business processes. The investigation, reviewed by the Audit Committee of the Board, revealed instances of inappropriate conduct and ethical breaches by some employees and channel partners, which have been dealt with in accordance with the Company''s HR policies - actions ranging from minor (counseling) to major (terminations). The breaches were assessed as not material in relation to the overall financial performance of the Company, as defined in the Company''s Policy on Determination of Materiality for Disclosures of events or information. The Company has taken appropriate action and reaffirms its commitment to uphold the highest standards of ethical conduct.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

Sr. No. Name of the Party	Nature of Transaction	(Rs, in lakh)
1. Global	Investment in	50.00
Innovation &	Equity Shares
Technology
Alliance

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

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries for FY 2016-17 are prepared in compliance with the applicable provisions of the Act, and as stipulated under Regulation 33 of Listing Regulations. The audited consolidated financial statements together with the Auditor''s Report thereon form part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company.

The annual accounts of the subsidiaries and related detailed information will be kept at the registered office of the Company, and also at the registered offices of the respective subsidiary companies and will be available to investors seeking information till the date of the AGM. The same will also be available at the venue of the AGM.

SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31 March, 2017, the Company had 41 (direct and indirect) subsidiaries (4 in India and 37 overseas) and 4 joint venture companies.

During the year, General Chemical Canada Holding Inc. was dissolved with effect from 25 July, 2016.

The Company''s policy on material subsidiaries, as approved by the Board, is uploaded on the Company''s website at http:// tatachemicals.com/upload/content_pdf/material_subsidiary.pdf

A report on the financial position of each of the subsidiaries and joint venture companies as per the Act is provided in Form AOC-

1 attached to the Financial Statements.

SCHEME OF ARRANGEMENT

In pursuance of the strategic directions set by the Board of Directors for the Company, the Board at its meeting held on 10 August, 2016 had approved the sale of urea and customized fertilizer business to Yara India, a subsidiary of Yara International ASA, Norwegian multinational fertilizer company subject to requisite regulatory and other approvals and sanction by the Hon''ble National Company Law Tribunal (NCLT).

Accordingly, the Company had entered into an Agreement with Yara India on 10 August, 2016 for sale of urea and customized fertilizer business as a going concern, on a slump sale basis. The urea and customized fertilizer business along with the assets, liabilities, contracts, deeds etc. shall be transferred and vested with Yara India pursuant to the Scheme becoming effective on a slump sale basis in exchange of a lump sum consideration to be paid by Yara India to the Company, on the terms and conditions as agreed by the Company and Yara India. The transaction is to be implemented through a Scheme of Arrangement (''Scheme'') under Sections 230 to 232 and other applicable provisions of the Act. Yara India will pay the lump sum consideration of '' 2,670 crore to the Company pursuant to the Scheme being approved subject to certain adjustments after closing, as agreed between the parties in terms of the definitive agreements and the Scheme.

The Scheme was approved by the Equity Shareholders of the Company by requisite majority at their Meeting held on 8 May, 2017. The Company Petition has been filed with the NCLT and the final order of the NCLT for approval of the Scheme is awaited.

DETAILS OF SIGNIFICANT MATERIAL ORDERS

No significant and material orders were passed by the regulators or the courts or tribunals impacting the going concern status and Company''s operations in future.

INTERNAL FINANCIAL CONTROLS

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies. The Company has a well-defined delegation of authority with specified limits for approval of expenditure, both capital and revenue. The Company uses an established ERP system to record day to day transactions for accounting and financial reporting.

The Audit Committee deliberated with the members of the management, considered the systems as laid down and met the internal auditors and statutory auditors to ascertain, inter-alia, their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

In accordance with the Tata Group retirement policy for the Board of Directors, Mr. E. A. Kshirsagar, Independent Director on the Board, retired on 10 September, 2016, after attaining the retirement age of 75 years. The Board of Directors placed on record their sincere appreciation for the contributions made by Mr. Kshirsagar as a Director of the Company.

Dr. Nirmalya Kumar, Non-Executive Director of the Company, resigned from the services of the Company with effect from 31 October, 2016. Also, Mr. Bhaskar Bhat, Non-executive Director of the Company, resigned from the services of the Company with effect from 10 November, 2016.

Mr. Cyrus P. Mistry resigned as Chairman and Director from the Board of the Company with effect from 19 December, 2016.

Based on the requisition of the promoter company, Tata Sons Limited, an Extraordinary General Meeting (''EGM'') of the Company was convened on 23 December, 2016 at which the members passed a resolution for removal of Mr. Nusli N. Wadia as the Director. Accordingly, Mr. Nusli N. Wadia ceased to be the Director of the Company with effect from 23 December, 2016.

At the EGM of the Company held on 23 December, 2016, Mr. Bhaskar Bhat and Mr. S. Padmanabhan were appointed as Non-Executive Directors of the Company by the shareholders pursuant to Section 160 of the Act.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. S. Padmanabhan, Non-Executive Director of the Company, retires by rotation at the ensuing AGM, and being eligible, has offered himself for re-appointment.

Independent Directors

The Independent Directors hold office for a fixed term of five years or until their completing 75 years, whichever is earlier and are not liable to retire by rotation in terms of Section 149 (13) of the Act. In accordance with Section 149(7) of the Act, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and the Listing Regulations.

Details of the Familiarization Programme for Independent Directors are provided separately in the Corporate Governance Report.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 2(51) and Section 203 of the Act, Mr. R Mukundan, Managing Director & CEO, Mr. John Mulhall, Chief Financial Officer and Mr. Rajiv Chandan, General Counsel & Company Secretary are the KMP of the Company.

Governance Guidelines

The Company has adopted the Tata Group Guidelines on Board Effectiveness (''Governance Guidelines'') to fulfil its corporate governance responsibility towards its stakeholders. The Governance Guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Director term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director remuneration, subsidiary oversight, code of conduct, Board effectiveness review and mandates of Board committees.

Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee (NRC) is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

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

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

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

Board Evaluation

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

In a separate meeting of Independent Directors, performance of Non-Independent Directors and performance of the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed.

REMUNERATION POLICY

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) i n the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) t hey have selected such accounting policies and applied them consistently and made judgments 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;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) t hey have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INFORMATION TECHNOLOGY (IT)

The Company''s IT infrastructure is continuously reviewed and renewed in line with the business requirements and technology enhancements. The Company has implemented common Enterprise Resource Planning (ERP) system across all its wholly owned operating subsidiaries. Various digitization initiatives are taken by the Company to focus on improve efficiency, enhance stickiness with customer and have better informed analytics. A Customer Relationship Management (CRM) and Document Management System (DMS) are being implemented for chemicals business to enhance customers experience. A restructuring of the business intelligence data warehouse to support business decision making is also being implemented.

To support growth of consumer business, the Company has taken various initiatives like warehouse management system and dealer management system. The Company has implemented a cloud based collaboration platform across the enterprise for its employees.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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 are enclosed as Annexure 6 to this report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. Further, the Report and the Accounts are being sent to the members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement is open for inspection at the Registered Office of your Company. Any members interested in obtaining such particulars may write to the General Counsel & Company Secretary at the Registered Office of the Company.

AUDITORS

I. Auditors and their report:

As per the provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the term of office of Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration Number 117366W/W-100018), as Statutory Auditors of the Company will conclude from the close of the forthcoming AGM of the Company. The Board of Directors places on record its appreciation for the services rendered by Deloitte Haskins & Sells LLP as the Statutory Auditors of the Company. Subject to the approval of the members, the Board of Directors of the Company has recommended the appointment of B S R & Co. LLP, Chartered Accountants (Firm Registration Number 101248W/W-100022) as the Statutory Auditors of the Company pursuant to Section 139 of the Act.

The Company has received a written consent and certificate from B S R & Co. LLP, confirming that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed there under.

The report given by Deloitte Haskins & Sells LLP, Chartered Accountants, on the financial statement of the Company for FY 2016-17 is a part of the Annual Report. There has been no qualification or adverse remarks in their report.

II. Cost Auditors and Cost Audit report:

The Board on the recommendation of the Audit Committee has appointed D. C. Dave & Co., Cost Accountants (Firm Registration No. 000611) and Ramanath Iyer & Co., Cost Accountants (Firm Registration No. 000019) as the Cost Auditors of the Company for FY 2017-18 under Section 148 and all other applicable provisions of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

D. C. Dave & Co. and Ramanath Iyer & Co., have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that their appointment meets the requirements of Section 141(3)(g) of the Act. They have further confirmed their independent status and an arm''s length relationship with the Company. N I Mehta & Co., Cost Accountants (Firm Registration No. 000023), who were earlier the Cost Auditors of the Company have given their ''No Objection'' for the appointment of D. C. Dave & Co., Cost Accountants (Firm Registration No. 000019), as the Cost Auditors for the FY 2017-18.

The remuneration payable to the Cost Auditors is required to be placed before the members in a general meeting for their ratification. Accordingly, a Resolution for seeking members'' ratification for the remuneration payable to D. C. Dave & Co., Cost Auditors and Ramanath Iyer & Co., Cost Auditors, is included at item No. 5 of the Notice convening the AGM.

III. Secretarial auditor

In terms of Section 204 of the Act and Rules made there under, Parikh & Associates, Practicing Company Secretaries, have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure 7 to this report. The report is self-explanatory and do not call for any further comments.

DISCLOSURES

I. Details of Board meetings

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

II. Composition of Audit Committee

The Audit Committee comprises 3 (three) Members out of which 2 (two) are Independent Directors and 1 (one) is a Non-Executive Director. During the year, 10 (ten) Audit Committee meetings were held and the details of which are provided in the Corporate Governance Report.

III. Composition of CSR, Safety and Sustainability Committee

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 and the details of which are provided in the Corporate Governance Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT 9 is enclosed as Annexure 8 to this report.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued support and co-operation by Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge the support extended by the Company''s Unions and all the employees for their dedicated service.

On behalf of the Board of Directors

Bhaskar Bhat R. Mukundan

Director Managing Director & CEO

Mumbai, 26 May, 2017

Mar 31, 2015

THE MEMBERS OF TATA CHEMICALS LIMITED

The Directors hereby present their seventy sixth Annual Report together with the audited financial statements for the year ended 31st March, 2015:

FINANCIAL RESULTS

(Rs in crore) Particulars Standalone 2014-15 2013-14

Total Revenue 10,276.81 8,882.31

Profit before Depreciation and Exceptional items 1,046.80 945.47

Less : Depreciation 192.71 158.82

Less : Exceptional items - 21 7.77

Profit / (Loss) before tax 854.09 568.88

Tax 216.12 132.81

Profit / (Loss) after tax 637.97 436.07

Minority Interest - -

Share of Loss in Associate - -

Profit / (Loss) attributable to shareholders 637.97 436.07

Add:

Balance in Statement of Profit and Loss 2,691.98 2,463.52

Other Adjustments (20.65) 131.74

Amount available for Appropriation 3,309.30 3,031.33

Appropriations -

(a) Proposed dividend 318.44 254.76

(b) Tax on proposed dividend 63.58 40.98

(c) General Reserve - 43.61

(d) Transfer to other Reserves - -

(e) Balance carried forward 2,927.28 2,691.98

Particulars Consolidated 2014-15 2013-14

Total Revenue 17,320.91 16,027.77

Profit before Depreciation and Exceptional items 1,821.36 1,372.56

Less : Depreciation 463.14 471.24

Less : Exceptional items 199.71 1,420.21

Profit / (Loss) before tax 1,158.51 (518.89)

Tax 351.12 288.78

Profit / (Loss) after tax 807.39 (807.67)

Minority Interest 205.53 221.00

Share of Loss in Associate 5.40 3.33

Profit / (Loss) attributable to shareholders 596.46 (1,032.00)

Add:

Balance in Statement of Profit and 1,695.63 3,086.70

Loss Other Adjustments (21.84) -

Amount available for Appropriation Appropriations 2,270.25 2,054.70

(a)Proposed dividend 318.44 254.76

(b)Tax on proposed dividend 73.43 44.96

(c)General Reserve 14.54 58.24

(d)Transfer to other Reserves - 1.11 (e)Balance carried forward 1,863.84 1,695.63

DIVIDEND

For the year under review, the Directors have recommended a dividend of 100.0% (Rs 10.00 per share) and a special dividend of 25.0% (Rs 2.50 per share) on the occasion of the Platinum Jubilee year of the Company, on its Ordinary Shares. This would result in a payout aggregating Rs 382.02 crore including dividend tax (net). The dividend payment is subject to approval of the members at the ensuing Annual General Meeting.

PERFORMANCE REVIEW Standalone:

The net revenue from operations of the Company increased from Rs 8,679.39 crore to Rs 10,082.06 crore, registering a growth of 16.2% over the previous year. The earnings before interest, depreciation, tax and amortisation (EBITDA) was at Rs 1,038.83 crore as against Rs 927.87 crore, up 12.0% over the previous year. Profit before tax was Rs 854.09 crore whereas the Profit after tax was at Rs 637.97 crore, up 50.1% and 46.3% respectively, over the previous year.

Consolidated:

The consolidated net revenue from operations increased from Rs 15,885.35 crore to Rs 17,202.94 crore, an increase of 8.3% over the previous year. EBITDA was at Rs 2,157.42 crore as against Rs 1,809.60 crore up 19.2% over the previous year. Profit before tax was Rs 1,158.51 crore as against the loss of Rs 518.89 crore in the previous year. Profit after tax before minority interest and share of loss in associate was at Rs 807.39 crore as against the loss of Rs 807.67 crore in the previous year. Profit attributable to the Group after deducting the minority interest and share of loss in associate was at

Rs 596.46 crore as against the loss of Rs 1,032.00 crore in the previous year.

Tata Chemicals Limited''s (''TCL'' or ''the Company'') operation is organised under four segments, i.e., (1) Inorganic Chemicals comprising soda ash, salt, sodium bicarbonate, marine chemicals, caustic soda and cement, (2) Fertilisers comprising fertilisers and other traded products, (3) Other Agri-inputs including Rallis India Limited''s operations and (4) Others - comprising pulses, water purifier, nutritional solutions, etc. Performance review of these businesses are as under:

1. INORGANIC CHEMICALS SEGMENT

During the year, the Inorganic Chemicals business posted a revenue on standalone basis of Rs 3,266.77 crore as against Rs 3,010.67 crore, registering a growth of 8.5%.

1.1 INDIA OPERATIONS

The Company''s industrial chemicals operation is primarily built around soda ash, sodium bicarbonate, cement and allied traded products. On a macro- economic front, Financial Year (FY) 2014-15 has been stable with favourable global and domestic industrial sentiments. With no significant capacity additions in the domestic industry, imports remained substantial through most of the year. The Company reaffirmed its focus on higher value-added and branded products by launching the GranPlus brand of speckle grade soda ash. In line with the existing competencies of customer-connect, quality products and distribution reach, the Company continues to be actively engaged in trading activities in the inorganic chemicals space. The trading portfolio, consisting of new and allied chemicals, will help the Company to explore new growth areas while catering to a larger portion of the customer''s spend.

Soda Ash

During the year under review, the domestic soda ash market witnessed a growth of 10%. The higher than average growth was observed due to improving macro-economic factors and on the back of sluggish growth in the previous year. Manufacturing performance at Mithapur remained robust for the year with production of 7,98,400 tonnes of soda ash. The total sales volume for the year stood at 6,83,266 tonnes against 6,89,744 tonnes in the previous year. As a continuation of the Company''s strategy in soda ash towards supporting and servicing customer specific requirements, sourcing of material from subsidiary

companies and third parties continued during the year. Although import prices increased in the first half of the year, price levels remained stable over the latter part. A total of 7,38,000 tonnes were imported by India during the year, mainly from Kenya, China, USA, Bulgaria and Romania.

The Company continues to embrace sustainability as a critical pillar of its business strategy with increased bulk material transportation, customer partnership initiatives around innovation and technology and increased waste recyclability at the manufacturing location. Initiatives around manufacturing site and employee engagement are showing positive results as demonstrated by improved employee engagement and reduced attrition at the site.

Sodium Bicarbonate

Sodium bicarbonate market grew by an impressive 13% in FY 2014-15; apart from the strong fundamentals of the product, cyclical growth pattern is also attributable post 2.1% growth in the previous year. Imports at 39,348 tonnes accounted for more than 20% of the market demand. Despite this, the Company has been able to maintain its leadership position in the market on the back of higher production and supplementary imports. Sodium bicarbonate production for the year stood at 93,950 tonnes against 90,331 tonnes in the previous year. The overall sales volume for sodium bicarbonate was 88,066 tonnes for the year. Imports showed a surge in the first half of the year with monthly volumes as high as 6,000 tonnes before settling down to 2,500 tonnes levels. Prices also softened towards the end of the period. China accounted for 87% of the imports with the balance coming from European producers.

During the year, the Company continued to invest in branded offerings of sodium bicarbonate; branded volumes now account for 31% of the portfolio. This is in line with the Company''s strategy to offer value added branded variants as the domestic market matures and grows over a period of time leveraging its global product portfolio for greater consumer connect.

Cement

The domestic cement market remained volatile for the period of FY 2014-15 even as it recovered from the slump due to the strong infrastructure push. The cement market in Gujarat increased by 5.1% to 20.1

million tonnes during the year. Production of 4,44,834 tonnes Ordinary Portland Cement (OPC) and 66,689 tonnes masonry cement was achieved during the year. The sales volumes of OPC and masonry cement were at 4,31,738 tonnes and 65,405 tonnes respectively during the year. Development of niche grades of cement and allied downstream offerings are being explored to reduce price sensitivity.

Salt

Overall, branded salt sales was to 9,56,306 tonnes in FY 2014-15. Sale of Tata Salt grew by 5.2% in volume from 7,54,955 tonnes in FY 2013-14 to 7,94,014 tonnes in FY 2014-15. Tata Salt continues to be the largest distributed brand with a reach of 1.24 million retail outlets across India.

Sale of Tata Salt Lite grew by 11.8% in volume from 12,111 tonnes in FY 2013-14 to 13,542 tonnes in FY 2014-15.

Sale of I-Shakti salt in FY 2014-15 was 1,35,382 tonnes. I-Shakti salt continues to address the iodisation movement, complementing Tata Salt.

The Company''s market share of its salt portfolio has increased to 68.2% in the National Branded Salt segment, up from 67.9% in FY 2013-14.

The outlook continues to be positive with share gain from unbranded salt and regional branded players. The Company is working towards new product introductions through different salt variants and formats.

1.2 OVERSEAS OPERATIONS

1.2.1 Tata Chemicals North America Inc.,

Tata Chemicals North America Inc.''s (TCNA) soda ash production volumes during the year were 23,15,800 tonnes as against the previous year volume of 23,60,700 tonnes.

Sales volumes for the year were 23,62,710 tonnes as against 23,89,880 tonnes in the previous year.

TCNA''s gross revenues for the year were US$ 494.50 million (Rs 3,024.38 crore) as against US$ 484.58 million (Rs 2,930.39 crore) in the previous year. The revenue increase is due to favourable sales mix and pricing, partially offset by lower sales volumes.

TCNA posted a healthy EBITDA for the year under review of US$ 120.80 million (Rs. 738.82 crore ) as against US$ 113.70 million (Rs 687.58 crore) during the previous year. EBITDA was higher due to favourable sales price. Profit before tax and profit after tax for the year were at US$ 62.59 million (Rs. 382.80 crore) and US$ 26.36 million (Rs. 161.21 crore) respectively as against US$ 75.41 million (Rs 456.02 crore) and US$ 37.09 million (Rs. 224.29 crore) respectively during the previous year. PBT and PAT were down due to one-time impairment charge of US$ 19.91 million (Rs. 121.77 crore) on the investment in the Natronx joint venture.

1.2.2 Tata Chemicals Europe

Soda Ash and Sodium Bicarbonate

As informed in the previous year''s report,Tata Chemicals Europe (TCE) has undertaken major restructuring initiatives. These changes included the termination of existing arrangements for the purchase of steam and electricity from the Winnington power station, the acquisition of the Winnington power station, right sizing of manpower and closure of the soda ash and calcium chloride manufacturing plants at Winnington. The business restructuring activities continued during FY 2014-15. Decommissioning of redundant assets at the Winnington site was completed. Major modifications to the Winnington sodium bicarbonate plant have improved both product quality and production capacity. The continuity of soda ash supplies to key customers in the UK has been maintained following the establishment and operation of a major import facility.

Soda ash and sodium bicarbonate business delivered a sales turnover of GBP 114.30 million (Rs 1,126.40 crore) as against the GBP 142.55 million (Rs 1,371.87 crore) in the previous year.

Salt

Industrial salt business saw a challenging environment throughout the year. Under-saturated brine for much of the year resulted in poor manufacturing efficiencies which were partially mitigated by lower gas prices. However, salt continued to retain its strong market share throughout the period.

Salt business achieved a sales turnover of GBP 37.15 million (Rs 366.10 crore) for the year as against the previous year''s figure of GBP 42.37 million (Rs 407.76 crore).

Energy

During the year, TCEmade substantial progress towards delivering the improvement plan for its Combined Heat & Power (CHP) plant which was acquired in September 2013. Significant capital expenditure has been incurred on a new 14 MW steam turbine, which is due for commissioning in September 2015.

The Energy business unit recorded sales for the year of GBP 40.44 million (Rs 398.53 crore) as against GBP 38.89 million (Rs 374.27 crore) in the previous period.

TCE''s overall sales turnover was GBP 164.84 million (Rs 1,624.45 crore) against the previous year''s figure of GBP 191.36 million (Rs 1,841.61 crore). EBITDA for the year was at GBP 13.40 million (Rs. 132.05 crore) against GBP 12.10 million (Rs 116.45 crore) in the previous year.

Loss before tax was GBP 2.32 million (Rs. 22.86 crore) against the previous year loss of GBP 36.08 million (Rs 347.23 crore).

1.2.3 Tata Chemicals Magadi Limited

Tata Chemicals Magadi Limited''s (TCML) performance improved significantly after successful restructuring of operations carried out by mothballing the Premium Ash plant (PAM), right sizing of manpower and controlling fixed cost. TCML achieved a Standard Ash (SAM) production of 3,04,698 tonnes as against 2,67,567 tonnes during the previous year. PAM production was at 66,833 tonnes as against 2,07,223 tonnes during the previous year.

SAM sales volumes for the year were at 3,01,686 tonnes as against 2,97,348 tonnes during the previous year. PAM sales volumes were at 75,417 tonnes as against 189,029 tonnes during the previous year.

TCML achieved the total sales of US$ 87.67 million (Rs 536.19 crore) during the year as against the US$ 105.18 million (Rs 636.05 crore) during the previous year. Sales revenue from SAM was US$ 66.40 million (Rs 406.10 crore) while PAM sales were US$ 17.11 million (Rs 104.64 crore), Salt and Crushed Refined Soda (CRS) sales revenue was US$ 4.17 million (Rs 25.50 crore) during the year.

TCML achieved an EBITDA of US$ 7.53 million (Rs 46.05 crore) compared to a loss of US$ 5.86 million (Rs 35.43 crore) during the previous year. EBITDA improvement is achieved due to improved production and sales volumes of SAM, better prices and savings in cost of delivery.

Loss before tax was US$ 17.51 million (Rs. 107.09 crore), partly due to one-time exceptional costs relating to the mothballing of the PAM plant of US$ 8.92 million (Rs. 54.55 crore) against the previous year loss of US$ 77.66 million (Rs 469.63 crore).

1.2.4 Tata Chemicals International Pte. Limited

Tata Chemicals International Pte. Limited (TCIP), Singapore holds the Company''s investments in the UK, Kenya and USA in addition to carrying on the business of trading of goods.

TCIP trading sales during the year were US$ 30.16 million (Rs 184.46 crore) compared to US$ 31.35 million (Rs 189.58 crore) in the previous year.

2. FERTILISER SEGMENT

During the year, the fertiliser business posted a revenue of Rs 6,227.26 crore against Rs 5,187.34 crore in the previous year, registering a growth of 20.0%.

CROP NUTRITION AND AGRI BUSINESS

Crop Nutrition and Agri business comprises nitrogenous fertilisers i.e. urea manufactured at the Babrala plant and phosphatic fertilisers such as Di-ammonium Phosphate (DAP), NPK and Single Super Phosphate (SSP) manufactured at the Haldia plant. In addition to these, the Company imports and sells Muriate of Potash (MOP), DAP and other crop nutrition products like specialty fertilisers and organic materials. It also operates a customised fertiliser plant at Babrala. Despite an excellent manufacturing performance, the Fertiliser business continues to be under pressure due to margin compression and delay in subsidy recoveries. The subsidy outstanding as on 31st March, 2015 is at Rs 1,971.64 crore.

Urea

During the year, the Babrala plant achieved a total urea production of 12,50,531 tonnes, higher by 1,13,027 tonnes compared to the previous year. The specific energy consumption level of plant improved during the year to 5.135 GCal / tonnes as against 5.203 GCal/tonnes. Higher gas cost, drop in import parity price (IPP) for urea and higher working capital charges have adversely impacted the business performance during the year.

Complex Fertilisers (DAP / NPK / SSP)

During the year, Haldia plant achieved a combined production of 8,68,157 tonnes of DAP, NPKs and SSP

as against the previous year''s production of 7,27,114 tonnes. The sales of DAP, NPKs and SSP were 7,89,292 tonnes as against 7,18,182 tonnes in the previous year. Increased working capital charge and higher input costs have impacted the results adversely.

Imported Products (DAP / MOP)

The demand of phosphatic fertilisers was good in FY 2014-15 with production of NPKs rising steadily and with a drop in DAP domestic production. The Company sold imported DAP of 3,30,488 tonnes as against 1,89,194 tonnes in the previous year. MOP sale was at 1,23,306 tonnes against the previous year sale of 1,43,715 tonnes. Higher volumes and improved margins had positive bearings on the profitability whereas higher hedging costs and increased working capital charge impacted profitability adversely.

Specialty Crop Nutrients and Agri Inputs

Despite farmers facing increased prices of basic fertilisers, the Company managed to hold its place in this segment, driving growth in the new geographies of West and South.

Customised Fertilisers

The Company had commissioned the maiden customised fertiliser plant in the country in FY 2011-12. These are advanced fertilisers, customised for specific crop and region. The Company manufactures 4 grades of fertilisers applicable to paddy, wheat, potato and sugarcane.

The sales of customised fertilisers during the year were 28,492 tonnes as against 16,874 tonnes in the previous year. The Company continues to believe in the potential of this novel concept and will continue to invest suitable resources in a phased manner to drive acceptance amongst customers.

Tata Kisan Sansar

Tata Kisan Sansar, a dedicated network for distribution of agri inputs, provides a trustworthy store serving as a "One Stop agri inputs and services shop" to farmers. Apart from dealing in primary nutrients (Urea, DAP, MOP, NPK, etc.) and specialty fertilisers (Zinc sulphate, boron, micronutrients, calcium nitrate, organics, water soluble fertilisers, PGR, etc.), seeds (field and vegetable crops) and the entire range of pesticides, they also act as active agents in knowledge transfer and adoption of best management practices.

3. OTHER AGRI INPUTS

3.1 During the year, the Other Agri-inputs business posted a revenue on standalone basis of Rs 369.83 crore against Rs 340.63 crore in the previous year, registering a growth of 8.5%. The Company has expanded the network in new geographies in western and southern parts of India with increased focus on own brands.

3.2 Rallis India Limited (Rallis)

Rallis achieved a new landmark in revenues, crossing the Rs 1,900 crore milestone on a consolidated basis. Profit before tax on a consolidated basis is Rs 221.59 crore during the year, as compared to Rs 214.40 crore in the previous year. Rallis earned a net profit of Rs 157.22 crore, as against a net profit of Rs 151.87 crore in the previous year, on a consolidated basis.

Despite challenging market conditions, the branded Domestic Formulation Business registered a growth during the year. The International Business Division contributed 28% of the overall revenues of Rallis. A number of registrations were obtained during the year and the International Business Division commercialised two products in different geographies. Rallis'' effort to augment its Contract Manufacturing Business is receiving encouraging response, and several evaluations are under progress.

The share of Non-Pesticide Portfolio (NPP) sales was 33% of total revenue. The Seeds business, largely driven by the subsidiary company Metahelix Life Sciences Limited, performed well during the year. Sales grew by 37.9% to Rs 309.99 crore during 2014-15, while profits grew by 79.3% to Rs 16.54 crore. This business recorded impressive gains in market share, particularly in hybrid paddy and maize seeds. Rallis offers several products across all the sub-categories of Plant Growth Nutrient (PGN) and launched a new microbial bio product during the year, which helps in enhancing the soil fertility by fixing atmospheric nitrogen, thus decomposing organic wastes and thereby stimulating plant growth.

Rallis'' Agri Services portfolio comprises the organic manure product GeoGreen, Samrudh Krishi (SK) initiative, More Pulses (MoPu) initiative and agri implements. During the financial year, sales of GeoGreen organic manure increased significantly, albeit on a small base. Both SK and MoPu initiatives continue to add significant value to farmers. The agri

implements presence currently consists of sprayers. During the year, Rallis has introduced state-of-the-art battery and power sprayers for test marketing in a few key markets.

4. OTHERS

During the year, the ''Others'' comprising pulses, spices, water purifier, nutritional solutions, etc. achieved a revenue of Rs 283.42 crore as against Rs 172.45 crore in the previous year, registering a growth of 64.4%.

Pulses

In FY 2014-15, Tata I-Shakti unpolished dal and besan business grew by 82% to reach a turnover of Rs 239.54 crore. During the year, the product availability grew from 45,000 outlets to over 90,000 outlets in the key focus markets. The Company stepped up its focus on brand building activities and consumer awareness campaigns for promoting Tata I-Shakti unpolished dals, including the ''Dal on Call'' service in 3 cities - Mumbai, Delhi and Bangalore.

In the long run, the largely unbranded pulses industry, presents a large opportunity to migrate consumers to better quality branded pulses. To ensure this consistent quality, at the sourcing end, as part of its ''Grow More Pulses'' initiative with Rallis, the Company engages with 1,50,000 farmers across 4 states. The farmers associated with the initiative benefit from the Company''s advisory training programmes and continue to enjoy yield increases of 20-50% through the crop cycle.

Spices

The Company entered the spices market with the Tata I-Shakti brand this year. Though almost 75% of the spice market in India is still unbranded, the branded segment is growing at a faster rate of 26% p.a. in terms of value. This shift from unbranded to branded segment is being driven by increasing need for convenience and hygiene. Within the branded spices market, blends are expected to outgrow pures in terms of value over the next 5 years due to increasing consumer adoption of blends.

Tata I-Shakti spices were test launched in Punjab this year, with a product portfolio of 7 blends and 3 pures. Post the test launch, the product was rolled out in Haryana and Himachal Pradesh as well, and it will be extended to other parts of the country in FY 2015-16.

Water Purifier

In FY 2014-15, Tata Swach non-electric storage water purifiers achieved sales of 4,02,435 units of purifiers and bulbs in aggregate with market share of 9% (Source: Market Pulse syndicated Audit March, 2015). The product expanded its reach to be available in 98 cities through 3,200 outlets.

The Tata Swach Silver nanotech storage water purifier range has touched over 1.5 million families and 7 million lives since inception with over 9.5 billion litres of water being purified over the past 5 years.

Tata Swach won the ''Economic Times-Best Promising Brands'' award on the basis of parameters of brand value, brand recall and consumer satisfaction.

Nutritional Solutions

The objective of TCL''s internal start-up, Nutritional Solutions is to offer ingredients and formulations that can be consumed as part of a daily diet to improve digestive, immune and cardiovascular health. Its first product, Fructo-oligosaccharide (FOS), is a short chain, soluble dietary fibre that is grouped with a set of products, collectively known as prebiotics. The manufacturing process for FOS, using cane sugar as the raw material and based on principles of green chemistry was developed at the Company''s Innovation Centre and is under production at it''s green-field manufacturing plant at Sriperumbudur, near Chennai. 150 tonnes of liquid FOS was sold during the year and three product variants have been developed to cater to different customer segments. The Indian customer base spans the formal and the informal economies. The regulatory approval process for exporting FOS is in its final stages. Production will be scaled up in a phased manner from 300 MTPA to 10,000 MTPA.

5. JOINT VENTURES AND ASSOCIATES

5.1 Indo Maroc Phosphore S.A. (IMACID)

IMACID is a joint-venture company established in Morocco and is engaged in the manufacture of phosphoric acid. The Company has a 33.33% shareholding in IMACID, together with two other equal partners, Chambal Fertilisers and Chemicals Limited, India, and Office Cherifien Des Phosphates (OCP), Morocco. The Company secures phosphoric acid through supply from IMACID for manufacture of granulated DAP and NPK fertilisers at its Haldia facility.

For FY 2014-15, production of phosphoric acid was 3,85,666 tonnes as against 3,53,636 tonnes in the previous year.

5.2 JOil (Singapore) Pte. Limited (JOil)

JOil, a Jatropha plant science company, is based in Singapore in which the Company holds a 33.78% stake. JOil has been set up by Temasek Life Sciences Laboratory Limited, Temasek Life Science Ventures Pte. Limited and other investors in Singapore.

JOil continued its work in plant science research on Jatropha and also on inter-specific Hybrids with better yields which are under initial trial. JOil is also planning to setup demonstration plant in West Africa.

5.3 EPM Mining Ventures Inc.

The Company, through its subsidiaries, owns a 25.33% stake in EPM Mining Ventures Inc. (EPM), a company listed on the Toronto Stock Exchange, Canada.

EPM, together with its subsidiaries, operates an exploration stage entity focused on the construction and operation of a major sulphate of potash project on Sevier Lake Playa in southwestern Utah, USA. EPM is engaged in exploration, drilling, engineering, and permitting activities on its Sevier Playa Project. EPM is presently engaged in the project''s feasibility study phase.

EPM has signed a Term Sheet with EMR Capital Resource Fund 1 LP (EMR) for funding of C$ 25 million in 2 tranches and a future investment commitment of not less than C$ 60 million, or one-third of the project equity for the project subject to achieving certain milestones.

5.4 Natronx Technologies LLC (Natronx)

Natronx is an equal stake (33.33%) joint venture between Tata Chemicals (Soda Ash) Partners, USA, Tronox Corporation, USA and Church & Dwight Co. Inc., USA, to build a 4,50,000 tonnes per year ground trona operation, which will produce a very small particle size, high assay sodium based sorbent that will be primarily used by coal fired electrical utilities to reduce acid gases in their air emissions. Since the original formation of the business there have been a number of challenges to the regulations required to drive demand, leading to delays in market acceptance for the technology. These delays have thus adversely impacted Natronx''s sales demand and previous forecast of business performance.

REVIEW OF IMPAIRMENT RISKS

Under the Indian Accounting Standards, a company is required to undertake impairment review of its assets and investments based on certain triggers relating to the business or operating environment.

Based on the impairment review, the Group has recognised impairment charge of goodwill of Rs. 8.52 crore and other assets (including capital work-in-progress and commitments in respect thereof) aggregating to Rs 188.43 crore primarily relating to the overseas Chemical and Bio Fuel business. The above impairment charges do not affect any of the financial covenants of Tata Chemicals Group.

FINANCE

During the year under review, the Company did not raise any new long term finances.

The brought forward outstanding balance of the loan against subsidy receivables of Rs 326.10 crore, availed during February 2014 pursuant to the Special Banking Arrangement (SBA) scheme notified by the Department of Fertilisers, Government of India, was liquidated during the month of April 2014 in accordance with the SBA scheme. The SBA scheme was re-notified during the first quarter of the current financial year and accordingly, a loan of Rs 195.85 crore was availed by the Company in June 2014 and the same was liquidated in the month of August 2014. Apart from this facility, none of the existing long term facilities were due for repayment during the year.

The pace of subsidy disbursements for fertilisers had slowed- down during the second half of the financial year, thereby, resulting in high levels of working capital. The outstanding balance of subsidy receivables as on 31st March 2015 is Rs 1,971.64 crore as against an amount of Rs 1,800.23 crore outstanding as on 31st March 2014.

The increased level of working capital has been funded through working capital facilities including buyers'' credit. The outstanding balances of buyers'' credit and working capital demand loan as on 31st March, 2015 were Rs. 915.54 crore (US$ 146.49 million) and Rs 50 crore respectively.

Despite the pressure on working capital due to the increasing fertiliser subsidy receivable, the Company was able to contain interest costs as a result of competitive sourcing of working capital borrowings and better cash management. The overall interest cost during the year was Rs 186.78 crore marginally higher by Rs 1.46 crore compared to the previous financial year.

During the year, Rallis, a subsidiary of the Company and IMACID, a joint venture, paid dividends of Rs 23.36 crore and Rs 43.97 crore respectively to the Company. Further,

Tata Chemicals North America Inc., a step-down subsidiary of the Company, has paid a dividend of US$ 20 million (Rs 122.32 crore); which has been mainly utilised towards operational requirements at Tata Chemicals International Pte. Ltd, Singapore and repayment of intra group debt by the Company. Another step-down subsidiary of the Company, Tata Chemicals South Africa Pty. Limited has paid a dividend of US$ 0.302 million (Rs 1.85 crore).

During the year, the Company''s overseas subsidiary Homefield Pvt UK Ltd had raised (refinanced) a term loan of US$ 45 million and repaid the existing debt of US$ 44 million on due date. Further, the Company''s overseas subsidiary Tata Chemicals Magadi Limited, in order to support the restructuring initiatives, had raised (refinanced) a term loan of US$ 59 million and pre-paid the existing debt of US$ 40 million. In both the above cases, the all-in interest rate of the new loan is cheaper than the loan being replaced. The Company''s subsidiary Tata Chemicals Europe Holdings Limited which raised term facilities (bridge facilities) aggregating to GBP 140 million during the previous financial year, extended the bridge facilities by one year. In March 2015, the Company''s overseas subsidiary, Tata Chemicals International Pte Ltd reduced interest costs by re-pricing its existing US$ 200 million loan, with existing lenders. The re-pricing takes effect during FY 2015-16.

As on 31st March 2015, the Company had the following credit ratings: A Corporate Family Rating of Ba1/Stable from Moody''s Investors Service and a Foreign Currency Long- Term Issuer Default Rating (IDR) of BB with Stable outlook from Fitch Ratings. The Company''s INR denominated Non- Convertible Debentures of Rs 250 crore are rated at AA and BWR AA (Stable) by CARE Ratings and Brickwork Ratings, respectively. The Company''s long term bank facilities (i.e. fund based working capital facilities) of Rs 765 crore and short term bank facilities of Rs 3,580 crore are rated at AA and A1 , respectively, by CARE Ratings. Further, the Company''s short term debt programme of Rs 100 crore is rated at A1 by CRISIL Ratings.

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Agreement. There were no materially significant related party transactions made by the Company during the year that would have required members approval under Clause 49 of the Listing Agreement.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board has been adopted by the Company and uploaded

on the Company''s website at the link: http://tatachemicals. com/investors/policies/pdf/tcl_rpt_policy.pdf. There are no transactions to be reported in Form AOC- 2.

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

RISK MANAGEMENT POLICY

Risk management policy of the Company promotes a pro- active approach in reporting, evaluating and resolving risks associated with the business. Mechanisms for identification and prioritisation of risks include risk survey, business risk environment scanning, inputs from the Materiality Assessment Report and focused discussions in Risk Management workshops.

Identified risks are used as one of the key inputs for the development of strategy and business plan.

The respective risk owner selects a series of actions to align risks with the Company''s risk appetite and risk tolerance levels to reduce the potential impact of the risk should it occur and/or to reduce the expected frequency of its occurrence. Mitigation plans are finalised, owners are identified and progress of mitigation actions are monitored and reviewed.

The risk assessment update is provided to the Risk Management Committee (RMC) on periodical basis. RMC is appointed by the Board and comprises Directors and executives from the Company and is chaired by an Independent Director. RMC assists the Board of Directors in overseeing the Company''s risk management processes and controls.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR, Safety and Sustainability Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company as approved by the Board.

The Company''s CSR initiative called BEACON, the guiding light, focuses on the following sectors and issues:

Blossom : Promotion and development of traditional handicrafts

Enhance : Poverty alleviation, livelihood enhancement and infrastructure support

Aspire : Education and vocational skill development

Conserve : Environment sustainability by investing in bio-diversity, natural resource management and mitigation of climate change impacts

Nurture : Health care, nutrition, sanitation and safe drinking water

In addition, the Company will promote inclusion and women''s empowerment along with responding to any disasters, depending upon where they occur and its ability to respond meaningfully.

The CSR Policy is available on the Company''s website at the link: http://tatachemicals.com/Sustainability/downloadscsr_ policy.pdf.

The Annual Report on CSR activities is annexed as Annexure 1 to this Report.

VIGIL MECHANISM/ WHISTLEBLOWER POLICY

The Company has adopted a Whistleblower Policy, to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

The details of the policy are given in the corporate governance report and also posted on the website of the Company viz., www.tatachemicals.com.

PREVENTION OF SEXUAL HARASSMENT (POSH)

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules framed thereunder.

Two complaints of sexual harassment were received during the year and both these complaints were investigated and resolved as per the provisions of the POSH Act. There were no complaints pending for more than 90 days during the year. 34 awareness sessions were conducted covering permanent, contractual and third party employees. One session for capability building of 7 members of the Committee constituted under the POSH Act was conducted and an online awareness training covering more than 80% leadership team and POSH members was also conducted.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

Name of company Nature of Transaction (Rs in crore)

The Indian Hotels Company Investment in compulsorily 9.00 Limited convertible debentures

Bio Energy Venture Investment in preference shares 13.36 - 1 (Mauritius) Pvt. Ltd.

Bio Energy Venture Share application money for 9.38 investments in preference - 1(Mauritius) shares Pvt. Ltd.

The details of guarantees provided during the year are given hereunder

J. Nature of Transaction (Rs in crore)

Corporate Guarantee issued on behalf of Tata Chemicals Magadi Limited 440.94

Corporate Guarantee issued on behalf of Tata Chemicals Europe Limited 28.41

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 (''the Act'') are given in the notes to the financial statements.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the consolidated financial statements of the Company. A statement containing the salient features of the financial statements of the subsidiary companies is attached to the financial statements in Form AOC-1.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

The annual accounts of the subsidiaries and related detailed information will be kept at the registered office of the Company, as also at the registered offices of the respective subsidiary companies and will be available to investors seeking information at any time.

SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31st March, 2015, the Company had 41 (direct and indirect) subsidiaries (4 in India and 37 overseas), 5 joint venture companies and 1 associate company.

During the year, the following changes have taken place in the subsidiary /joint venture (JV) companies:

- TCNA UK Limited was incorporated as a subsidiary on 22nd August, 2014

- GCSAP Canada Inc. dissolved as a subsidiary with effect from 28 th May, 2014

- Brunner Mond B. V. ceased to exist as a subsidiary with effect from 11th December, 2013

- Kemax B.V. ceased to exist with effect from 11th December, 2013 (JV)

The Company has adopted a policy for determining material subsidiaries in terms of Clause 49 of the Listing Agreement. The policy is uploaded on the Company''s website at the link: http://tatachemicals.com/investors/policies/pdf/material_ subsidiary.pdf.

A report on the performance and financial position of each of the subsidiaries, joint ventures and associate as per the Act is provided in Form AOC-1 attached to the financial statements.

DETAILS OF SIGNIFICANT MATERIAL ORDERS

No significant and material orders were passed by the regulators or the courts or tribunals impacting the going concern status and Company''s operations in future.

INTERNAL FINANCIAL CONTROLS

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The Company has a well defined delegation of authority limits for approving revenue as well as expenditures. Processes for formulating and reviewing annual and long term business plans have been laid down. The Company uses an established ERP system to record day to day transactions for accounting and financial reporting.

The Audit Committee deliberated with the members of the management, considered the systems as laid down and met the statutory auditors to ascertain, inter alia, their views on the internal financial control systems. The Audit Committee satisfied itself on the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (''KMP'') Directors

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Cyrus P. Mistry, Director of the Company, retires by rotation at the ensuing Annual General Meeting, and being eligible, has offered himself for re-appointment.

At the Annual General Meeting of the Company held on 21st August, 2014, the members of the Company had approved the appointment of Mr. Nusli N. Wadia, Mr. Nasser Munjee, Mr. E. A. Kshirsagar, Dr. Vijay Kelkar and Dr. Y. S. P. Thorat as Independent Directors of the Company for a term of five years or until their completing 75 years of age, whichever is earlier.

Ms. Vibha Paul Rishi was appointed as an Additional Director of the Company with effect from 1st September, 2014. During the year, the members approved her appointment as a Director as also an Independent Director for a period of 5 years from 1st September, 2014 to 31st August, 2019.

Due to other commitments, Dr. Vijay Kelkar resigned from the Company with effect from 1st April, 2015. The Board placed on record its sincere appreciation for his valuable guidance and contribution during his tenure as the Director of the Company.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Clause 49 of the Listing Agreement entered into with the Stock Exchanges. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules framed there under and are independent of the management.

Key Managerial Personnel

During the year under review, the Company has designated Mr. R. Mukundan, Managing Director, Mr. P. K. Ghose, Executive Director & CFO and Mr. Rajiv Chandan, General Counsel & Company Secretary, as KMP as per the definition under Section 2(51) and Section 203 of the Act.

Governance Guidelines

The Company has adopted governance guidelines on Board effectiveness. The governance guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Directors'' term, retirement age and committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director remuneration, subsidiary oversight, Code of Conduct, Board Effectiveness Review and mandates of Board committees.

Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee (NRC) is entrusted with the responsibility for developing competency requirements for the Board based on the industry and the strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

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

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

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Clause 49 of the Listing Agreement is annexed as Annexure 2 to this Report.

Annual Evaluation of Board Performance and Performance of its Committees and of Individual Directors

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreements, the Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of Board processes, participation in the long- term strategic planning, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The Board and the NRC reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and committee meetings, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman were evaluated, taking into account the views of executive directors and non-executive directors. This was followed by a Board meeting that discussed on the performance of the Board, its Committees and Individual Directors.

REMUNERATION POLICY

The Company has adopted a remuneration policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement. The remuneration policy is annexed as Annexure 3 to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s) 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 the financial year 2014-15.

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

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis and the Corporate Governance Report, as required under Clause 49 of the Listing Agreement, is presented in a separate section forming part of the Annual Report.

INFORMATION TECHNOLOGY

The Company''s Information Technology (IT) infrastructure is continuously reviewed and renewed in line with the development in technology and its requirements. The Company has also implemented common ERP programme across all its wholly owned operating subsidiaries.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as

required to be disclosed pursuant to the provisions of Section 134 of the Act read with Rule 8 of the Companies (Accounts Rules), 2014, are provided and annexed as Annexure 4 to this Report.

PARTICULARS OF EMPLOYEES

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

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. Further, the report and the financial statements are being sent to the members excluding the aforesaid statement. In terms of Section 136 of the Companies Act, 2013, the said statement is open for inspection at the registered office of your Company. Any member interested in obtaining such particulars may write to the General Counsel & Company Secretary at the registered office of the Company. Further, the details are also available on the Company''s website www. tatachemicals.com.

AUDITORS

I. Auditors and their report:

In the last AGM held on 21st August, 2014, M/s. Deloitte Haskins & Sells, Chartered Accountants, LLP (DHS LLP) were appointed statutory auditors of the Company for a period of three years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

The Auditors'' report of the statutory auditors does not contain qualifications, adverse or disclaimer remarks. The emphasis of matter in the Auditors'' Report on the consolidated financial statements is self-explanatory and therefore do not call for any further comments.

II. Cost Auditors and Cost Audit report:

As per the Cost Audit Orders, Cost Audit is applicable to the Company''s products i.e. Fertilisers, Mineral products including Cement and Inorganic chemicals.

In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. N. I. Mehta & Co; and M/s Ramanath Iyer and Co; Cost Accountants, have been appointed

as cost auditors to conduct the audit of cost records of the Company for the financial year 2015-16. The remuneration proposed to be paid to them requires ratification of the members of the Company. In view of this, your ratification for payment of remuneration to cost auditors is being sought at the ensuing AGM.

III. Secretarial audit

In terms of Section 204 of the Act and Rules made there under, M/s. Parikh & Associates, Practicing Company Secretaries, have been appointed secretarial auditors of the Company. The report of the secretarial auditors is annexed as Annexure 6 to this Report. The report is self-explanatory and does not call for any further comments.

DISCLOSURES

i. Details of Board meetings

During the year, 10 (ten) Board meetings were held. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

ii. Composition of Audit Committee:

The Board has constituted the Audit Committee comprising Mr. Nasser Munjee as the Chairman and Mr. R. Gopalakrishnan, Mr. E.A. Kshirsagar and Dr. Y. S. P. Thorat as the Members. Further details of the Committee are given in the Corporate Governance Report.

iii. Composition of CSR, Safety and Sustainability Committee

The Board has constituted the CSR, Safety and Sustainability Committee comprising Mr. Prasad R. Menon as the Chairman and Mr. Nasser Munjee, Dr. Y. S. P. Thorat and Mr. R. Mukundan as the Members.

iv. Fixed Deposits

The Company has not accepted the deposits from the public falling in the ambit of Section 73 of the Act and The Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT 9 is annexed as Annexure 7 to this Report.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for their continued support and co-operation by financial institutions, banks, government authorities and other stakeholders. Your Directors also acknowledge the support extended by the Company''s unions and all the employees for their dedicated service.

On behalf of the Board of Directors

CYRUS P. MISTRY Chairman

Mumbai, 27th May, 2015

Mar 31, 2014

The Directors present the seventy fifth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014.

2014 Â PLATINUM JUBILEE YEAR

Tata Chemicals Limited (''TCL'' or ''the Company'') began its long and passionate journey to serve society through science back in 1939 and has done so for nearly 75 years now. A pioneer in the production of synthetic soda ash in India, it became the second largest soda ash manufacturer in the world.

The Company became the national leader in the branded salt category reaching over 7.5 crore households. TCL is also a national leader in the branded pulses segment and launched the first indigenous nano tech water purifier. The Company along with its subsidiary, Rallis India Limited, has built significant presence in crop nutrition and crop protection areas and has over 2 crore farmer connect.

The Directors wish to express their sincere gratitude to all the stakeholders, including shareholders, customers, Company''s Union, employees, Government authorities and partners of the Company, for their support and unstinted loyalty in making this long, at times dif cult journey, a successful and enriching one.

FINANCIAL RESULTS

(Rs. in crore)

Particulars Standalone Consolidated

2013-14 2012-13 2013-14 2012-13

Total Income 8,892.56 8,747.66 16,037.85 15,128.80

Profit before Depreciation and Exceptional items 945.47 1,208.72 1,372.56 2,116.78

Less : Depreciation 158.82 214.29 471.24 533.88

Less : Exceptional items 217.77 169.06 1,420.21 669.87

(Loss) / Profit before tax 568.88 825.37 (518.89) 913.03

Tax 132.81 182.05 288.78 302.52

(Loss) / Profit after tax 436.07 643.32 (807.67) 610.51

Share of Loss in Associates - - 3.33 3.08

Minority Interest - - 221.00 207.03

(Loss) / Profit attributable to shareholders 436.07 643.32 (1,032.00) 400.40

Add:

Balance in Statement of Profit and Loss 2,463.52 2,178.99 3,086.70 3,078.33

Other Adjustments 131.74 - - -

Amount available for Appropriation 3,031.33 2,822.31 2,054.70 3,478.73

Appropriations -

(a) Proposed Dividend 254.76 254.76 254.76 254.76

(b) Tax on Dividend 40.98 39.70 44.96 48.50

(c) General Reserve 43.61 64.33 58.24 76.27

(d) Debenture Redemption Reserve - - - 12.50

(e) Transfer to Other Reserves - - 1.11 -

(f ) Balance Carried forward 2,691.98 2,463.52 1,695.63 3,086.70

3,031.33 2,822.31 2,054.70 3,478.73

DIVIDEND

For the year under review, the Directors have recommended a dividend of Rs. 10 per share (Rs. 10 per share for the previous year) on the Ordinary Shares of the Company aggregating to Rs. 295.74 crore [including Dividend Tax (net)]. The dividend payment is subject to approval of the Members at the ensuing Annual General Meeting.

COMPANY''S PERFORMANCE

The net revenue from the operations of the Company increased from Rs. 8,382.06 crore to Rs. 8,689.64 crore, registering a growth of 3.7% over the previous year. The earnings before interest, depreciation, tax and amortisation (EBITDA) was at Rs. 927.87 crore as against Rs. 1,046.37 crore, down 11.3% over the previous year. Profit before tax was Rs. 568.88 crore whereas the profit after tax was at Rs. 436.07 crore, down 31.1% and 32.2% respectively, over the previous year.

The consolidated net revenue from the operations increased from Rs. 14,711.02 crore to Rs. 15,895.43 crore, an increase of 8% over the previous year. EBITDA was at Rs. 1,809.43 crore as against Rs. 2,162.91 crore, down 16.3% over the previous year. The loss before tax was Rs. 518.89 crore whereas the loss after tax before minority interest and share of loss in associates was at Rs. 807.67 crore. Loss attributable to the Group after deducting the minority interest and share of loss in associate was at Rs. 1,032.00 crore. The reported loss was largely on account of exceptional items aggregating to Rs. 1,420.21 crore (net) primarily towards impairment of certain assets, restructuring cost, write down of goodwill and certain investments and exchange loss.

The Company''s operation is organised under four segments i.e. (1) Inorganic Chemicals comprising soda ash, salt, sodium bicarbonate, marine chemicals, caustic soda and cement; (2) Fertilisers comprising fertilisers and other traded products; (3) Other Agri-inputs including Rallis India Limited''s operations and (4) Others - comprising water purif er, nutritional solutions and pulses. Performance of these businesses are as under:

1. INORGANIC CHEMICALS SEGMENT

1.1 India Operations:

The Company''s industrial chemicals operation is primarily built around soda ash, sodium bicarbonate, cement and allied traded products. On a macro-economic front, Financial Year (FY) 2013-14 has been a story of two halves; while the first half was about high pipeline inventories and volatile economic conditions, the second half was about rebounding industrial sentiment.

The year also witnessed record volumes of imports from China in the first half. Pricing pressures prevailed in the market, driven by tightening market conditions and increased cost pressures. In line with the existing competencies of customer-connect, quality products and distribution reach, the Company has been actively engaged in trading activities in the inorganic chemicals space. The trading portfolio, consisting of new and allied chemicals, will help the Company in exploring new growth areas while catering to a larger portion of the customer''s basket.

SODA ASH

FY 2013-14 saw a 2% de-growth in the domestic soda ash market. On the back of very strong growth in the previous year, pipeline inventories remained high through the first half of the year. By the end of the second half, stocks had been utilised for most end user sectors.

From a manufacturing perspective, despite unfavourable weather conditions, production was 798,897 tonnes of soda ash at Mithapur. The total sales volume for the year stood at 750,747 tonnes against 714,519 tonnes in the previous year. As a continuation of the Company''s soda ash strategy towards supporting customer specific requirements and servicing market growth, sourcing of material from the subsidiary companies increased for the year.

The first half witnessed high imports at lower price levels in the market. Imports decreased in the second half due to realignment of trade flows, anti-dumping duties and shift in focus towards margins of Chinese producers. A total of 560,000 tonnes imports were recorded for the year; most of these were from Kenya, China, Bulgaria, Romania and Turkey.

Apart from robust continuous improvement programmes and customer partnership initiatives, focus was laid upon leveraging IT for driving customer service levels. The Company''s initiatives around sustainable supply chain continued with increased transportation of bulk material. Initiatives around manufacturing site and employee engagement are showing positive results evidenced by reduced attrition at the site.

SODIUM BICARBONATE

Post a very high market growth in FY 2012-13, FY 2013-14 registered a 2.1% market growth in sodium bicarbonate. Sodium bicarbonate imports touched an all-time high of 29,000 tonnes against 20,000 tonnes in the previous year. Despite this, the Company has been able to maintain more than 50% market share on the back of higher production.

Sodium bicarbonate production for the year stood at 90,331 tonnes against 87,924 tonnes in the previous year. The overall sales volume for sodium bicarbonate was 86,570 tonnes for the year. Imports for the year were skewed with very high import volumes in the first half. A strong dollar and increased Chinese domestic demand substantially decreased imports in the second half. Of the total imports, China accounted for 93% volumes.

During the year, the Company continued to invest in the branded of erings of sodium bicarbonate; branded volumes now account for 23% of the bicarbonate portfolio. This is in line with the Company''s strategy to offer value added branded variants as the domestic market matures and grows over a period of time and is consistent with its global portfolio for this product.

CEMENT

The domestic cement market faced a slump in demand during the year. Sentiment remained very weak in the market with sustained price pressures for a major part of the year. Consolidation in the industry and extended discounts from major players also affected the business. The Gujarat cement market declined by 2.8% to 534,000 tonnes during the year.

Production of 460,275 tonnes Ordinary Portland Cement (OPC) and 79,574 tonnes masonry cement was achieved during the year. The sales volume of OPC and masonry cement were at 454,280 tonnes and 79,513 tonnes respectively during the year. Considering the volumes of cement, evaluations are currently underway to develop niche grades of cement and allied downstream offerings.

SALT AND RELATED PRODUCTS

Salt production of 805,637 tonnes was achieved at Mithapur during the year as against the previous year production of 805,388 tonnes. Overall, branded salt sales marginally grew from 935,579 tonnes in FY 2012-13 to 939,981 tonnes in FY 2013-14. Sales of Tata Salt grew by 4% in volume from 728,829 tonnes in FY 2012-13 to 754,955 tonnes in FY 2013-14. Tata Salt continues to be the largest distributed brand with a reach of 14.5 lakh retail outlets across India.

Sales of I-Shakti salt in FY 2013-14 was 162,930 tonnes. I-Shakti salt continues to meet the iodisation movement, complimenting Tata Salt. The Company''s market share of its salt portfolio has increased to 67.9% in the National Branded Salt segment, up from 66.8% in FY 2012-13. Sales of Tata SaltiLite grew by 11% in volume from 10,883 tonnes in FY 2012-13 to 12,111 tonnes in FY 2013-14.

I-Shakti cooking soda sales showed an encouraging growth of 73% with sales of 3,302 tonnes during the year as compared to 1,908 tonnes in the previous year.

The business continues to work towards new product introduction through salt variants and development of other categories.

1.2 Overseas Operations

1.2.1 Tata Chemicals North America Inc. (TCNA)

Soda ash production at TCNA during the year were 23,607,000 tonnes as against the previous year volume of 23,316,000 tonnes.

Sales volume for the year increased to 23,899,000 tonnes as against 23,431,000 tonnes in the previous year showing a positive volume of 468,000 tonnes.

TCNA gross revenues (including freight costs) were marginally down at USD 471.87 million (Rs. 2,853.55 crore) as against USD 478.73 million (Rs. 2,604.64 crore) in the previous year. The average unit selling price was down, driven primarily by decreased exports prices.

EBIDTA, profit before tax and profit after tax were at USD 109.48 million (Rs. 662.07 crore), USD 69.06 million (Rs. 417.65 crore) and USD 37.87 million (Rs. 229.01 crore) respectively. The results were impacted due to increase in cost of goods sold which primarily consists of labour, energy, materials, royalties and depreciation, increased by USD 3.6 million (Rs. 21.77 crore) over the previous year. Interest expense and financing fees were USD 8.13 million (Rs. 49.16 crore) higher than last year driven by refinancing the existing USD 375 million (Rs. 2,246.81 crore) Senior syndicated facility, replacing with a USD 340 million ( Rs. 2,037.11 crore) credit facility.

1.2.2 Tata Chemicals Europe (TCE)

During the year, TCE ceased operation of its soda ash facilities at Winnington while investing in increased sodium bicarbonate capacity and quality improvements at the same to feed the growing high value sodium bicarbonate sectors. The new sodium bicarbonate plant is now on line. The UK market declined in size somewhat post-recession, but volumes rebounded during the course of the year from lows in the first quarter of 2013. Turnover for the year was at Â£142.6 million (Rs. 1,372.35 crore), 3% lower than in FY 2012-13. TCE continues to supply its soda ash customer base from its operation at Lostock and through a dedicated import facility in the UK.

Meanwhile, TCE''s salt business saw a challenging environment, but nevertheless continued with strong market share throughout the period. Turnover for the year was at Â£42.4 million (Rs. 408.05 crore). TCE also acquired the Combined Heat and Power (CHP) plant at Winnington from EON, which is a state-of-the-art facility supplying electricity and steam to the Lostock operations. The power plant operation continues to be operated and maintained by EON under contract to TCE. Energy prices during winter FY 2013-14 made for dif cult economics with a mild winter and high wind generation making gas f red generation marginal at best.

Reconfiguration of the CHP plant will optimise its heat and power efficiency during 2015 and in the meantime regulatory changes and lower gas prices are expected to benefit TCE in FY 2014-15 and beyond.

During FY 2014-15, the final stages of the restructuring programme will be completed in TCE and growth in the high value sodium bicarbonate business is expected to increase significantly from FY 2013-14 levels.

Total turnover of TCE for the year is Â£191.4 million (Rs. 1,842.45 crore), EBITDA stood at loss of Â£1.77 million (Rs. 17 crore). TCE posted a net loss after tax of Â£36.99 million (Rs. 356.01 crore) for the year after charging of Â£25.18 million (Rs. 242.28 crore) towards exceptional items pertaining to restructuring of Winnington Plant.

1.2.3 Tata Chemicals Magadi Limited (TCML)

Turnover of TCML for the year ended 31st March, 2014 was USD 105.18 million (Rs. 636.05 crore) as compared to the previous year''s f gure of USD 105.73 million (Rs. 575.24 crore). TCML incurred the loss of USD 77.66 million (Rs. 469.63 crore) during the year as against the loss of USD 22.29 million (Rs. 121.27 crore) during the previous year.

The results were impacted due to missed production targets caused by worsening plant ef ciencies, significant decrease in prices during the year and increased costs of sales. The cost of sales increased by 68.8% to USD 116.05 million (Rs. 701.78 crore) during the year from USD 68.73 million (Rs. 373.94 crore) in the previous year primarily due to rising energy costs.

High energy costs ultimately led to a downward revision of cash flow projections for the Premium Ash (PAM) plant at Magadi, thus, resulting in a provision towards impairment of assets of USD 50.69 million (Rs. 304.42 crore) which also contributed to the loss for the year ended 31st March, 2014.

1.2.4 Tata Chemicals International Pte Limited (TCIPL)

TCIPL commenced trading in April, 2013 and recorded sales of USD 31.4 million (Rs. 189.82 crore) through the purchase and sale of 135,312 tonnes of soda ash and heavy fuel oil between a mixture of related and third party customers and suppliers. In addition to trading goods, TCIPL is the International Headquarters for Tata Chemicals and holds the investments in the UK, Kenya and USA and provides strategy and business support to its subsidiaries, including raising of finance.

2. FERTILISER SEGMENT

2.1 CROP NUTRITION AND AGRI BUSINESS

Crop Nutrition and Agri business comprises nitrogenous fertilisers i.e. urea manufactured at Babrala plant and phosphatic fertilisers like Di-ammonium Phosphate (DAP), NPK and Single Super Phosphate (SSP) manufactured at the Haldia plant. In addition to these, the Company imports and sells Muriate of Potash (MOP), DAP and supplies other crop nutrition products like Specialty Fertilisers and organic materials. It also includes a Customised Fertiliser plant at Babrala, the first of its kind in India.

Urea

During the year, the Babrala plant achieved a total urea production of 1,137,504 tonnes, higher by 10,083 tonnes compared to the previous year. The specific energy consumption level of plant improved during the year to 5.203 GCal / tonne as against 5.218 GCal/tonne, aided by lesser number of interruptions.

Complex Fertilisers (DAP / NPK / SSP)

During the year, the Haldia plant achieved a combined production of 727,114 tonnes of complex fertilisers as against the previous year''s production of 661,149 tonnes. The sales of complex fertilisers were 718,182 tonnes as against 657,123 tonnes in the previous year.

Imported Products (DAP / MOP)

Given the heavy inventory overhang with the trade of phosphatic and potassic fertilisers, the DAP imports into India fell by 43% while complex imports were low and fell by 11%. The collapse of the Russian and Belarusian entity for potash triggered a serious price correction in MOP, although the impact of the same for India will only be felt in FY 2014-15. While MOP imports to India were higher by 31%, the sales of MOP were similar to last year, which indicates that most of the additional imports went into manufacture of complex fertilisers. The Company sold imported DAP of 189,194 tonnes as against 324,313 tonnes in the previous year. MOP sales were at 143,715 tonnes against the previous year sales of 38,356 tonnes.

Specialty Crop Nutrients

The Company continued to focus on the non-subsidised portfolio and posted a significant revenue growth over the previous year by expanding into new geographies of the Western and the Southern parts of India and by introducing new products.

Customised Fertilisers

The Company had commissioned the maiden customised fertiliser plant in the country in FY 2011- 12. These are advanced fertilisers, customised for specific crop and region. The Company manufactures 4 grades of fertilisers suitable for paddy, wheat, potato and sugarcane.

The sales of customised fertilisers during the year were 16,874 tonnes as against 18,701 tonnes in the previous year. The Company believes that, this being a new concept would be promoted in a phased manner and will slowly gain acceptance.

2.2 TATA KISAN SANSAR

Tata Kisan Sansar, a dedicated network for distribution of agri inputs, is well established in the Northern and the Eastern geographies. This concept provides a trustworthy store offering "One stop agri input and services shop" to farmers. The dealer and franchisee network deal with products such as Primary Nutrients (urea, DAP, MOP, NPK etc.) and Specialty Fertilisers (zinc sulphate, boron, micronutrients, calcium nitrate, organics, water soluble fertilisers, etc.), Seeds (f eld crops, vegetable crops) and the entire range of pesticides. Along with the above mentioned inputs, the Company is providing products of other reputed companies through this retail network which help farmers to get all the nutrients and inputs under one roof.

3. OTHER AGRI INPUTS

3.1 The Company has posted a significant revenue growth over the previous year. The Company has expanded the network in new geographies in the Western and the Southern parts of India with increased focus on its own brands.

3.2 Rallis India Limited (Rallis)

Rallis achieved the revenue of Rs. 1,746.56 crore for the year as compared to Rs. 1,458.18 crore of the previous year, registering a growth of 19.78%. Profit before tax on a consolidated basis was Rs. 214.40 crore during the year as compared to Rs. 172.29 crore in the previous year, an increase of 24.44% over the previous year. The Company earned a net profit of Rs. 151.87 crore, as against a net profit of Rs. 119.02 crore in the previous year on a consolidated basis.

Rallis has registered an overall double digit growth during the FY 2013-14. This growth is driven by an all-round performance and, in particular, rise in sales of megabrands.

The branded Domestic Formulation Business registered a good growth during the year over the previous year. The International Business Division showed a significant growth over FY 2012-13 and continues to be above 30% of the overall revenue for the past two years. Rallis'' ef orts in building a robust Non-Pesticide Portfolio (NPP) of businesses, to cater to the changing needs of the farmers and agriculture gained momentum during the year. The share of NPP sales was 31% of the total revenue.

The acquisition of a majority stake in Metahelix Life Sciences Limited (Metahelix), a research-led seeds company in December 2010, has started yielding results. In three years, the revenue of Metahelix has grown significantly to reach Rs. 180 crore during FY 2013-14, one of the highest growth rates among seed companies in the country. Metahelix plans to introduce new hybrids during FY 2014-15, including Bt cotton hybrids, which will help in sustainable and profitable growth in the future.

During the year, Rallis has acquired additional stake in equity shares of Zero Waste Agro Organics Limited (ZWAOL), taking its shareholding in ZWAOL to 51.02%. ZWAOL is a company manufacturing scientifically prepared organic compost, a soil conditioner. ZWAOL has recorded a four- fold growth in its sales volumes, as its high quality organic compost "GeoGreen" gained market acceptance.

4. OTHERS

4.1 Water Purifier

During the year, Tata Swach water purifiers reported value growth of 86% and volume growth of 55%. During the year, the Company introduced multiple new products in the storage of ine category such as Tata Swach Cristella Plus with sturdy body, new spaceship bulb with enhanced purif cation media and the Tata Swach Silver Boost with higher storage capacity and cyst removal mechanism (MF membrane).

The year also marked the entry of Tata Swach into high- end "Online - RO and UV based Purifiers" that use electricity and running water. Two variants were pilot launched - Tata Swach Silver RO Platina Â Multistage RO purification and Tata Swach Silver RO Ultima - multistage RO UV purification which are able to handle all types of impurities and contamination including high TDS, heavy metals and harmful minerals besides pathogens such as bacteria, virus and cyst thus ensuring a "Total Purification Solution" from the Tata Swach umbrella. Both variants are being rolled out nationally in top 20 cities in FY 2014-15.

4.2 Pulses

In FY 2013-14, unpolished dals and besan revenue (sold under Tata I-Shakti brand) grew by 110%. During the year, the product availability grew from 18,000 outlets to over 45,000 outlets in the key focus markets. The Company continued to focus on brand building activities and consumer awareness campaigns for promoting Tata I-Shakti unpolished dals. The ''Dal on Call'' service of the Company reached to 3 cities (Mumbai, Delhi and Bangalore) and delivered to over 14,500 customers and has over 50% repeat customers ordering through the service.

4.3 Nutritional Solutions

The objective of TCL''s fledgling Nutritional Solutions business is to offer ingredients and formulations that can be consumed as part of a daily diet to improve gut health. To this end, the first product, Fructo- oligosaccharide (FOS) is a short chain, soluble dietary fibre that is grouped with a set of products, collectively known as prebiotics.

The manufacturing process for FOS, using cane sugar as the raw material and based on principles of green chemistry was developed at TCL''s Innovation Centre and is undergoing scale-up and pre-commercial production trials at the Company''s green-fled manufacturing plant at Sriperumbudur, near Chennai. The trials are being carried out concurrently with the establishment of a downstream drier system to produce FOS in both solid and liquid forms.

Over fifty potential customers have been sent samples for approval; product studies to obtain regulatory approvals to allow export of FOS are also underway. Trial production will commence in the first quarter of FY 2014-15 and production will be scaled up in a phased manner from 300 MTPA to 1000 MTPA.

5. JOINT VENTURES AND ASSOCIATES

5.1 Indo Maroc Phosphore S.A. (IMACID)

IMACID is a joint-venture company established in Morocco, North Africa and is engaged in the manufacture of phosphoric acid. In IMACID, the Company has a 33.33% shareholding, together with two other equal partners, Chambal Fertilisers and Chemicals Limited and Office Cherif en Des Phosphates (OCP), Morocco. The Company procures phosphoric acid through supply from IMACID for manufacture of granulated DAP and NPK fertilisers at its Haldia facility.

During the year, the cumulative production of phosphoric acid in this period was 353,626 tonnes as against 326,501 tonnes in the previous year.

5.2 JOil (Singapore) Pte. Limited (JOil)

JOil, a Jatropha plant science company, is based in Singapore in which the Company holds a 33.78% stake. JOil has been set up by the Temasek Life Sciences Laboratory Limited (TLL), Temasek Life Sciences Ventures Pte. Limited (a subsidiary of Temasek Holdings) and other investors in Singapore.

JOil has progressed well on Jatropha plant science. It has invested in pure research and enabling technologies, developing GM materials and in developing industrially scaled propagation techniques. JOil has conducted successful f eld trials in India and South East Asia.

JOil achieved an income of S$ 1.58 million (Rs. 7.59 crore) for the FY 2013-14 as compared to S$ 1.15 million (Rs. 5.02 crore) in the previous year.

5.3 EPM Mining Ventures Inc. (EPM)

The Company, through its subsidiaries, owns a 25.70% stake in EPM, a company listed on the Toronto Stock Exchange, Canada.

EPM, together with its subsidiaries, operates an exploration stage entity focused on the construction and operation of a major Sulphate of Potash ("SOP") project on Sevier Lake Playa in South Western Utah, USA. EPM is engaged in exploration, drilling, engineering and permitting activities on its Sevier Playa Project with the objective of providing a feasibility study and reserve estimates in accordance with the Canadian standards of disclosure for mineral projects. EPM completed a preliminary feasibility study on the Sevier Playa Project in November 2013; and is at present engaged in the project''s feasibility study phase.

5.4 Natronx Technologies LLC (Natronx)

Natronx, which is an equal stake (33.33%) joint venture between Tata Chemicals (Soda Ash) Partners, U.S.A., FMC Corporation, U.S.A. and Church & Dwight Co. Inc., U.S.A., is in the final stages of commissioning a 450,000 tonne per year ground trona operation which will produce a very small particle size, high assay sodium based sorbent that will be primarily used by coal f red electrical utilities to reduce acid gases in their air emissions. Since the original formation of the business there have been a number of challenges to government agencies including the US Environmental Protection Agency regarding their ability to set certain air emission regulations, including the Cross State Air Pollution Rule, which are key to the demand proposition for Natronx. In early 2014, these objections were overturned so demand for dry sorbent injection should now begin to grow over the next 18-24 months and Natronx will be bringing the plant into production in order to meet demand. These delays have, thus, negatively impacted Natronx; sales demand and previously forecast business performance.

REVIEW OF IMPAIRMENT RISKS

Under the Indian Accounting Standards, a company is required to undertake impairment review of its assets and investments based on certain triggers relating to the business or operating environment.

Based on the impairment review, the Company has made a provision in the standalone financial statements of Rs. 59.30 crore towards impairment in respect of certain fertiliser and bio-fuel assets. Further, the Company has recognised non-cash write down of goodwill and other assets of Rs. 924.38 crore in the consolidated financial statements. The impairment of assets represents the non- cash write down of goodwill of Rs. 619.77 crore and assets of Rs. 304.61 crore primarily relating to Tata Chemicals Magadi operations. The impairment is mainly on account of high energy costs at the plant at Kenya which has ultimately led to downward revision of cash flow projections of Kenya business. The above provisions are non-cash charges and do not affect any of the financial covenants of Tata Chemicals Group.

AMALGAMATION OF HOMEFIELD INTERNATIONAL PVT. LTD, (MAURITIUS) WITH THE COMPANY

During the year, the Scheme of Amalgamation of Homefield International Pvt. Ltd. (Mauritius) a wholly owned subsidiary, with the Company (''the Scheme'') was f led before the High Court of Judicature at Bombay for its sanction pursuant to Section 391-394 of the Companies Act, 1956.

The Hon''ble High Court of Judicature at Bombay sanctioned the Scheme vide its Order dated 7th March, 2014. The Scheme became effective on 29th April, 2014 with the Appointed Date of the Scheme as 1st April, 2013. No shares of the Company were issued and allotted in lieu or exchange of the equity shares of Homefield International Pvt. Ltd. (Mauritius) under the Scheme.

Accordingly, the standalone balance sheet for the financial year ended 31st March, 2014 of the Company includes financial results of Homef eld International Pvt. Ltd. (Mauritius) from 1st April, 2013.

FINANCE

The outstanding balance of External Commercial Borrowing (ECB) of USD 285 million, out of the ECB of USD 475 million raised in March 2008, was fully repaid during the year. Out of the total repayment of USD 285 million, an amount of USD 190 million was pre-paid and refinanced by raising ECB of USD 190 million. In addition to this, the Company had repaid 11.80% secured Non- Convertible Debentures (NCDs) of Rs. 240 crore on the due date.

The pace of subsidy disbursements for fertilisers witnessed a signif cant slow-down from August 2013. This resulted in high levels of working capital through the second half of the year. The outstanding balance of subsidy receivables as on 31st March, 2014 is Rs. 1,794.89 crore as against an amount of Rs. 1,752.63 crore outstanding as on 31st March, 2013.

The increased level of working capital has been funded through working capital facilities including buyers'' credit. The outstanding balance of buyers'' credit as on 31st March, 2014 was USD 160.89 million (Rs. 963.99 crore). Further, pursuant to the reintroduction of Special Banking Arrangement (SBA) made by The Department of Fertilizers, Government of India, twice during the year, the Company had availed loans against subsidy receivables for an aggregate amount of Rs. 465.71 crore from the State Bank of India led consortium. Out of this, Rs. 139.61 crore was liquidated during the month of February 2014 in accordance with the SBA scheme. The brought forward outstanding balance of loan against subsidy receivables of Rs. 179.63 crore, availed during March 2013, was also liquidated during the month of April 2013 in accordance with the SBA scheme.

The year witnessed elevated levels of interest rates on the back of high inflationary pressure and volatile macro-economic scenario. Amid volatility in financial and capital markets, the

Company was able to contain the interest costs as a result of better cash management and repayment of high cost NCDs. The reduction in cost of borrowing resulted in savings in interest cost of Rs. 17.93 crore.

During the year, Rallis India Limited, a subsidiary of the Company and IMACID, a joint venture, have paid dividends of Rs. 22.39 crore and Rs. 29.47 crore respectively to the Company.

During the year, the Company''s overseas subsidiary Tata Chemicals North America Inc. (TCNA) had refinanced debt facilities to the tune of USD 340 million. Further, the Company''s overseas subsidiary Tata Chemicals Europe Holdings Limited (TCEHL) had raised term and multicurrency revolving facilities (bridge facilities) aggregating to GBP 140 million to refinance the existing facilities. In addition to this, the Company''s overseas subsidiary Homefield Pvt UK Ltd had raised a term loan of USD 28 million to buy back 6.44% United States Private Placement Notes of USD 25 million issued in 2007.

INFORMATION TECHNOLOGY

The Company''s Information Technology (IT) infrastructure is continuously reviewed and renewed in line with the development in technology and its requirements. During the year, the Company upgraded its servers for running ERP platform. The Company has also implemented common ERP programme across all its wholly owned operating subsidiaries.

AWARDS AND RECOGNITIONS

The Company/ its subsidiaries during the year has won many awards some of which are listed below:

- Eco Corporate of the Year Award at the prestigious Natural Capital Awards 2013.

- I.C.C. award for Water Resource Management in Chemical Industry.

- Two awards at the 53rd ABCI awards.

- Council for Fair Business Practices Awards 2013.

- Tata Chemicals Magadi wins the Millennium Development Goals Award.

- Babrala plant wins the prestigious CII - Efficient Energy Management Award.

- TCL Babrala plant wins the prestigious NSCI Suraksha Puraskar.

- Okhai store at Ahmedabad was awarded ''Alpha One Retail Renaissance Award for Best Store.

- TCL Mithapur plant wins the FICCI Chemicals and Petrochemical Award.

- Three awards at FAI Golden Jubilee Awards.

- Tata Chemicals Magadi received a prestigious HR award from Institute of Human Resource Management.

- Most Admired Knowledge Enterprise (MAKE) Award 2013.

FIXED DEPOSITS

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

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards is attached herewith.

SUBSIDIARY COMPANIES

The Ministry of Corporate Affairs, the Government of India, has vide Circular No. 2/2011 dated 8th February, 2011 granted general exemption subject to fulfilment of certain conditions from attaching the Balance Sheet of the subsidiaries to the Balance Sheet of the Company without making an application for exemption. Accordingly, the Balance Sheet, the Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies is disclosed in the Annual Report. The Annual Accounts of these subsidiaries and related detailed information will be made available to any Member of the Company/ its subsidiaries seeking such information at any point of time and are also available for inspection by any Member of the Company/ its subsidiaries at the Registered Office of the Company. The Annual Accounts of the said subsidiaries will also be available for inspection, as above, at the Head Offices of the respective subsidiary companies.

As on 31st March, 2014, the Company had 43 (direct and indirect) subsidiaries (4 in India and 39 overseas).

During the year, following changes have taken place in the subsidiary companies:

- Rallis acquired and subscribed to equity shares representing 51.02% of the paid-up equity share capital of Zero Waste Agro Organics Limited (ZWAOL).

- Dhaanya Seeds Limited merged with Metahelix Life Sciences Limited ef ective 6th March, 2014.

Subsequent to the year end, Homefield International Pvt. Ltd. (Mauritius) merged with the Company with the effective date as 29th April, 2014.

DIRECTORS

Dr. Yoginder K. Alagh retired as a Director of the Company on 14th February, 2014 in line with the retirement policy for Directors. The Board placed on record its sincere appreciation for his invaluable guidance and contribution during his tenure as the Director of the Company.

Pursuant to the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company had appointed Mr. Nusli N. Wadia, Mr. Nasser Munjee, Mr. E. A. Kshirsagar, Dr. Y. S. P. Thorat and Dr. Vijay Kelkar as Independent Directors of the Company.

As per Section 149 (4) of the Companies Act, 2013 (the Act), which came into effect from 1st April, 2014, every listed public company is required to have at least 1/3rd of the total number of directors as Independent Directors. The Company, in terms of the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, already has one half of its Directors in the category of Independent Directors. The Board at its meeting held on 30th May, 2014, appointed the existing Independent Directors under Clause 49 viz. Mr. Nusli N Wadia, Mr. Nasser Munjee, Mr. E. A. Kshirsagar, Dr. Y. S. P. Thorat and Dr. Vijay Kelkar as Independent Directors of the Company for the tenure of appointment as mentioned in the Notice of the forthcoming Annual General Meeting pursuant to the provisions of the Act.

In the opinion of the Board, they fulfil the conditions specified in the Act and the Rules made there under for appointment as Independent Directors and are independent of the management.

Mr. R. Gopalakrishnan, Director of the Company, is due for retirement by rotation and is eligible for re-appointment.

Mr. R. Mukundan was re-appointed as Managing Director of the Company with effect from 26th November, 2013 for a period of 5 years upto 25th November, 2018, subject to the approval of Members. Mr. P. K. Ghose was re-appointed as an Executive Director & CFO of the Company with effect from 26th November, 2013 for a period upto 30th September, 2015 (date of retirement), subject to the approval of Members. The Board commends the re-appointment of Mr. R. Mukundan as the Managing Director and Mr. P. K. Ghose as the Executive Director & CFO of the Company to the Members of the Company.

The Company has received declarations from all the Independent Directors of the Company Confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Members are requested to refer to the Notice and Explanatory Statement for the experience, qualification and tenure of the Independent Directors.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORTS

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis and the Corporate Governance Reports together with the Auditors'' Certificate on compliance with the conditions of Corporate Governance as laid down form part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Act, the Directors, based on the representations received from the Operating Management, Confirm that:

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

ii) they have in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments 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 viz., 31st March, 2014 and of the profit of the Company for the year ended on that date;

iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto as Annexure ''A'' and forms part of this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1) (b)(iv) of the Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the General Counsel & Company Secretary at the Registered Office of the Company.

AUDITORS

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (DHS) who are the statutory auditors of the Company, hold Office till the conclusion of the ensuing Annual General Meeting (AGM) and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under , it is proposed to appoint DHS as the statutory auditors of the Company from the conclusion of forthcoming AGM till the conclusion of the 78th AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

During the year, the Company had received intimation from DHS stating that Deloitte Haskins & Sells had been converted into a Limited Liability Partnership (LLP) under the provisions of the Limited Liability Partnership with effect from 20th November, 2013. In terms of General Circular No.9/2013 dated 30th April, 2013 issued by the Ministry of Corporate Affairs, if a firm of Chartered Accountants, being an Auditor of the Company under the Companies Act, 1956, is converted into an LLP, then such LLP would be deemed to be the Auditor of the Company. The Board has taken due note of this change. Accordingly, the audit of the Company for FY 2013-14 was conducted by DHS.

The Company has received letter from the statutory auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment.

COST AUDIT

By General Circular No. 8/2012 dated 10th May, 2012 issued by the Ministry of Corporate Affairs, Government of India, it has been made mandatory for companies to f le Cost Audit Reports from the FY 2011-12 onwards in XBRL (Extensible Business Reporting Language) format. The due date for f ling of the Cost Audit Reports for FY 2012-13 was 30th September, 2013. The Company has f led the Cost Audit Reports with the Ministry of Corporate Affairs on 27th September, 2013.

On behalf of the Board of Directors

CYRUS P. MISTRY

Chairman

Mumbai, 30th May, 2014

Mar 31, 2013

TO THE MEMBERS OF TATA CHEMICALS LIMITED

The Directors hereby present their seventy fourth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013:

FINANCIAL RESULTS (Rs. in crores)

Particulars Standalone Consolidated

2012-13 2011-12 2012-13 2011-12

Total Income 8,895.47 8,304.82 15,276.61 14,011.08

Profit before Depreciation and Exceptional items 1,208.72 1,122.13 2,116.78 2,044.47

Less : Depreciation 214.29 224.68 533.88 508.68

Less : Exceptional items 169.06 133.10 669.87 152.36

Profit Before Tax 825.37 764.35 913.03 1383.43

Tax 182.05 177.75 302.52 343.92

Profit After Tax 643.32 586.60 610.51 1039.51

Minority Interest - - 207.03 199.46

Share of Loss in Associates - - 3.08 2.46

Profit attributable to shareholders 643.32 586.60 400.40 837.59

Add:

Balance in Statement of Profit and Loss 2,178.99 1,943.42 3,078.33 2,666.37

Other Adjustments - 0.40 - (19.76)

Amount available for Appropriation 2,822.31 2,530.42 3,478.73 3,484.20

Appropriations -

(a) Proposed Dividend 254.76 254.76 254.76 254.76

(b) Tax on Dividend 39.70 38.01 48.50 64.50

(c) General Reserve 64.33 58.66 76.27 68.80

(d) Debenture Redemption Reserve - - 12.50 12.50

(e) Transfer to Other Reserves - - - 5.31

(f) Balance Carried forward 2,463.52 2,178.99 3,086.70 3,078.33

2,822.31 2,530.42 3,478.73 3,484.20

DIVIDEND

For the year under review, the Directors have recommended a dividend of Rs. 10 per share (Rs. 10 per share for the previous year) on the Equity Shares of the Company.

PERFORMANCE REVIEW

The net revenue from operations of the Company increased from Rs. 7,996.25 crores to Rs. 8,529.87 crores, registering a growth of 6.7% over the previous year. Profit before tax was Rs. 825.37 crores whereas the Profit after tax was at Rs. 643.32 crores, an increase of 8.0% and 9.7% respectively, over the previous year.

The consolidated net revenue from operations increased from Rs. 13,815.03 crores to Rs. 14,858.83 crores, an increase of 7.6% over the previous year. On consolidated basis, the Profit before tax was Rs. 913.03 crores whereas the Profit after tax before Minority Interest and share of Loss in Associates was at Rs. 610.51 crores, a decrease of 34% and 41.3%respectively, over the previous year. Profit attributable to the Group after deducting the minority interest and share of loss in Associate was at Rs. 400.40 crores, a decrease of 52.2% over the previous year.

Tata Chemicals Limited''s (TCL or the Company) operation is organised under four segments i.e. (1) Inorganic Chemicals comprising Soda Ash, Salt, Sodium Bicarbonate, Marine Chemicals, Caustic Soda and Cement, (2) Fertilisers comprising Fertilisers and other traded fertilisers, (3) Other Agri-inputs including Rallis India Limited''s operations and (4) Others - comprising Water Purifier, Nutritional Solutions and Pulses. Performance review of these businesses are as under:

1. INORGANIC CHEMICALS SEGMENT

1.1 INDIA OPERATIONS:

During the year, the Company''s Industrial Chemicals operation achieved sales of Rs. 1,779 crores compared to sales of Rs. 1,498 crores in the previous year.

The domestic Soda Ash market witnessed a mixed year with strong growth, greatly buoyed by increase in imports. The first half of the year witnessed a surge of imports and robust support from detergent and glass industries. However, the second half of the year saw sluggish growth with downstream sectors reeling under market overcapacity. Pricing pressure continued to prevail in the market, with macro-economic pressures due to slower growth and tightening market dynamics.

The sodium bicarbonate market demand exhibited strong growth of around 16% after a flat market demand in the previous year. Even though domestic sales remained strong, the market absorbed very high bicarbonate imports.

In order to open up new markets and explore further growth avenues, the Company has engaged in trading operations in the Inorganic Chemicals space. The existing competencies of product quality, customer-connect and wide distribution network will be leveraged for new and related product establishment.

Soda Ash

The Indian soda ash demand grew substantially by 12% over the previous year with record-level of imports. In spite of trade measures coming into force this year, around 690,000 tons, primarily from Kenya, Bulgaria, China and Turkey, entered the market. Whereas the first half of the year witnessed strong demand support, the second half was affected by market overcapacity. The Company''s production of soda ash at Mithapur during the year was 693,396 tons as against the previous year''s figure of 690,181 tons. The Company also achieved its highest ever sales in the Indian market of 691,372 tons of soda ash during the year. The Company continues to support customer specific requirements and service market growth through material sourced from its subsidiaries and growing domestic sales volume reflect this.

Apart from operational streamlining and maintenance improvement practices as part of its continuous improvement initiative using Lean Six Sigma framework, the Company looked at newer ways of partnering with customers around the themes of sustainability and growth. Focus was laid on creation of sustainable supply chain solutions by adopting bulk movement of finished goods. Initiatives around site attractiveness and employee engagement are showing positive results evidenced by reduced attrition at the site.

Sodium Bicarbonate

During the year under review, the Company achieved the highest ever production of 86,724 tons of sodium bicarbonate as compared to the previous year''s production of 80,285 tons. While this year saw record level of imports at around 20,000 tons, the Company maintained its market share of almost 50% with sales of 84,148 tons as compared to 81,381 tons in the previous year. During the year, the Company not only established the branded bicarbonate offerings in the domestic market but also forayed into exports of these products. This is in line with the Company''s strategy to offer value added branded variants as the domestic market matures and grows over a period of time and is consistent with its global portfolio for this product. The overall Indian sodium bicarbonate market grew by around 16% during the year as compared to flat growth in the previous year.

Cement

The Gujarat cement market grew by 7% to 19.4 million tons during FY 2012-13. During the year, the Company achieved production and sales of Ordinary Portland Cement (OPC) at 440,750 tons and 435,108 tons, respectively. In addition, it also produced 81,699 tons and sold 82,150 tons of masonry cement during the year. Exploratory work is also being evaluated for niche cement variants and down-stream products.

Consumer Products - Salt and related products

During FY 2012-13, the consumer products demonstrated strong performance by leveraging its distribution system and brand equity. During the year, sales turnover of the consumer products grew by 25% to Rs. 1,194 crores from Rs. 958 crores in the previous year.

Iodised salt production in Mithapur was 800,121 tons, up 28.6% from 621,933 tons in the previous year. Overall, branded salt sales grew by 7.7% from 868,525 tons in FY 2011-12 to 935,579 tons in FY 2012-13. Sales of Tata Salt grew by 11.4% in volume from 654,468 tons in FY 2011-12 to 728,829 tons in FY 2012-13. Tata Salt continues to be the largest distributed brand with a reach of 14.3 lacs retail outlets across India.

Sales of I-Shakti during the year was 187,686 tons. I-Shakti salt continues to meet the iodisation movement, complimenting Tata Salt. The Company''s market share of its salt portfolio has increased to 66.8% in the National Branded Salt segment, up from 64.3% in FY 2011-12. Sales of Tata Salt Lite grew by 30.5% in volume from 8,338 tons in FY 2011-12 to 10,883 tons in FY 2012-13. Sales of I-Shakti cooking soda showed an encouraging growth of 48.6% with sales of 1,908 tons during the year as compared to 1,284 tons in the previous year.

The business continues to work towards new product introduction through salt variants and development of other categories.

1.2 OVERSEAS OPERATIONS 1.2.1 Tata Chemicals North America Inc.,

Tata Chemicals North America Inc., (TCNA) achieved gross sales of USD 479 million (Rs. 2,604.64 crores) and EBITDA of USD 115 million (Rs. 625.23 crores) for the year. These were lower by 0.4% and 6.5% respectively as against the previous year.

Soda Ash sales volume during the year were 2,343,055 tons as against the previous year volume of 2,376,161 tons as a result of improved operating equipment efficiencies. Global soda ash sales prices declined during the year primarily due to lower realised sales prices into the Asian and Latin American markets due to increased competition, reduced demand in Europe and lower capacity utilisation in China.

1.2.2 Tata Chemicals Europe

Tata Chemicals Europe achieved sales turnover of GBP 186 million (Rs.1,601.73 crores), similar to the previous year. EBITDA decreased by 10% to GBP 35 million (Rs. 300.88 crores) reflecting lower soda ash sales and production volumes (which resulted in lower production efficiencies) primarily as a result of weaker soda ash market conditions and demand.

Soda Ash

Soda ash production was 734,581 tons, a decrease of 8.7% compared to the previous year reflecting weaker soda ash market conditions and demand. Production at both the soda ash facilities was adversely impacted by equipment unreliability and technical problems.

Sodium Bicarbonate

Sodium bicarbonate production was 93,952 tons, a decrease of 7.7% over the previous year was due to the weaker soda ash production volumes.

Salt

Salt (Purified Dried Vacuum) sales at 375,414 tons (down 12.1%) and associated other salt sales collectively generated an EBITDA of GBP 16.4 million (Rs. 141.01 crores) with lower domestic winter demand due to unseasonably warm weather being the principal factor for the reduced sales volume.

1.2.3 Tata Chemicals Magadi Limited

During the year, Tata Chemicals Magadi Limited (TCML) achieved a sales turnover of USD 104.3 million (Rs. 567.46 crores) as compared to USD 116.8 million (Rs. 559.95 crores) in the previous year, and posted a negative EBITDA of USD 2.03 million (Rs. 11.04 crores) as against USD 20.65 million (Rs. 99 crores) in the previous year. In the first quarter of FY 2012-13, unusually heavy rains flooded lake Magadi, severely affecting access to the raw material and ultimately affecting the soda ash production. In the second quarter of FY 2012-13, the Governments of India and Pakistan imposed an anti-dumping duty of approximately USD 20 / tons on all imported soda ash from Kenya. This action led to a delay in confirmation of orders by customers, a temporary disruption of TCML sales to these markets and a reduction in the sales price realisation. EBITDA for the year was also affected by one-time fixed costs of USD 2.4 million (Rs. 13.06 crores).

Despite the prevailing adverse conditions described above, production performance of the Premium Ash (PAM) plant stabilised and significant improvements were achieved in efficiencies for fuel and power usage. In addition, TCML continued to focus on operating effectiveness and efficiencies with initiatives such as Lean Six Sigma. Conversion to coal gasification in lieu of heavy fuel oil is on course with the primary aim to achieve long-term sustainable competitive advantage.

2. FERTILISER SEGMENT

2.1 CROP NUTRITION AND AGRI BUSINESS

Crop Nutrition and Agri business comprises of Nitrogenous Fertilisers i.e. Urea manufactured at Babrala plant and Phosphatic Fertilisers like Di-ammonium Phosphate (DAP), NPK and Single Super Phosphate (SSP) manufactured at the Haldia plant. In addition to these, the Company imports and sells Muriate of Potash (MOP) and DAP and supply other crop nutrition products like Specialty Fertilisers and organic materials. It also includes a Customised Fertiliser plant at Babrala, the first of its kind in India. During the year, the Crop Nutrition and Agri business operations of the Company achieved a turnover of Rs. 5,669 crores as against Rs. 5,641 crores in the previous year.

Urea

During the year, Babrala plant achieved a total Urea production of 1,127,421 tons, lower by 38,136 tons compared to the previous year due to the plant shut down taken for maintenance purpose during the year. The specific energy consumption level of plant improved during the year to 5.218 GCal / tons as against 5.315 GCal/tons, aided by lesser number of interruptions.

Complex Fertilisers (DAP / NPK / SSP)

During the year, Haldia plant achieved a combined production of 661,149 tons of DAP, NPKs and SSP as against the previous year''s production of 708,230 tons. The sales of DAP, NPKs and SSP were 657,123 tons as against 711,458 tons in the previous year. The reduction was due to the prolonged stockouts resulting from difficulties in finalising raw material prices when prices were falling.

Imported Products (DAP / MOP)

The financial year opened with higher than normal stocks of DAP in the domestic market. During the year, DAP saw sharp increase in farmer prices. These two factors alongwith the drought situation led to a slowdown of imports. At a country level, the DAP imports fell by 36% while complex imports fell by 90%. MOP imports were only 56% of the previous year, as there were no fresh price agreements during the year and all the arrivals were previous year''s contracts.

During the year, while the Company did not import any complex fertiliser, it sold imported DAP of 324,313 tons as against 284,773 tons in the previous year. The Potassic sale was only 38,356 tons as against 160,425 tons in the previous year. This drop was due to delayed negotiations on the price with the suppliers.

Specialty Crop Nutrients and Agri Inputs

Inspite of farmers being faced with increase in prices of basic fertilisers, the Company could manage to hold its place in this segment, driving growth in the new geographies of West and South.

Customised Fertilisers

The Company had commissioned the maiden Customised Fertiliser plant in the country in FY 2011-12. These are advanced fertilisers, customised for specific crop and region. The Company manufactures 4 grades of fertilisers - Paddy, Wheat, Potato and Sugarcane.

The sales of Customised Fertilisers during the year were 18,701 tons as against 54,173 tons in the previous year. This drop was due to sharp increase in prices caused by high input prices. The Company believes that, this being a new concept, would be promoted in a phased manner and will slowly gain acceptance.

2.2 TATA KISAN SANSAR

The traditional sales channel has now been extended throughout India. In addition, the Company also operates retail outlets under the brand of Tata Kisan Sansar (TKS) in the Northern and Eastern parts of India. These franchisee outlets act as one-stop shop offering quality agricultural inputs and agri solutions such as advice on crops, application services and farming process.

The dealer and franchisee network deal with products such as Primary Nutrients (Urea, DAP, MOP, NPK etc.) and Specialty Fertilisers (Zinc sulphate, boron, micronutrients, calcium nitrate, organics, water soluble fertilisers, etc.), Seeds (field crops, vegetable crops) and the entire range of Pesticides.

Along with the above mentioned inputs, TCL is providing products of other reputed companies through this retail network which help farmers to get all nutrients and inputs under one roof.

3. OTHER AGRI INPUTS

Rallis India Limited (Rallis)

Rallis posted consolidated revenues of Rs. 1,458.18 crores during the year, registering a growth of 14.4% over the previous year revenues of Rs. 1,274.87 crores. Profit before tax, on a consolidated basis, was Rs. 172.29 crores, which was 15.3% higher than the profit before tax of Rs. 149.39 crores during the previous year. EBIDTA percentage on a consolidated basis, was 14.7% for the year under review.

The domestic formulation business registered a modest growth of 8% over the previous year, due to seasonal aberrations in crops like paddy and pulses. The International Business Division also registered an increase of 8% in sales as compared to the sales during the previous year and it comprised 33% of the total revenues of the company during the year.

Rallis is also building up a significant presence in seeds through its subsidiary, Metahelix Life Sciences Limited and in plant growth nutrients, to enhance crop productivity and increase income of the farmers.

4. OTHERS

4.1 Water Purifier

The Tata Swach Silver Nanotechnology is a technological innovation which brings together traditional science and modern chemistry to address one of the biggest social challenges in the world - that of making safe water accessible and affordable for millions. Tata Swach range of household water purifiers had a promising run in FY 2012-13 with the launch of a new variant in the offline segment. The business has focused on strengthening its reach across the country through alternate channels and public-private partnerships.

4.2 Pulses

In FY 2012-13, leveraging on its extensive distribution network, Tata I-Shakti Pulses grew by 26.6% in volumes over the previous year making the product available across 21 States. During the year, the Company focused on brand building activities and consumer awareness campaigns for promoting Tata I-Shakti unpolished pulses. Tata I-Shakti pulses was conferred "Emerging Brand" by the World Brand Congress and also adjudged "Product of the Year 2013" in the packaged food category. In its endeavour to launch value-added products, the Company has launched Tata I-Shakti - 100% chana dal besan, in 8 cities.

4.3 Wellness (Nutritional Solutions)

The Company has forayed into Nutritional Solutions business and its new plant is being set up near Chennai and will commence trials during FY 2013-14. The facility is being designed to produce 300 tons p.a. that can be scaled up to 1000 tons p.a.

The first set of products will include soluble fibres (short chain oligosaccharides such as Fructo-Oligosaccharide (FOS)) to promote gut health. These will be produced using unique and patented biotechnology processes that were developed at the Innovation Centre. Such dietary fibres also known as Prebiotics, provide a range of health benefits such as lowering the Glycaemic Index (GI) and reducing total calories when incorporated in food formulations. The targeted major customer segments would be food, feed and pharma companies.

5. JOINT VENTURES AND ASSOCIATES

5.1 Indo Maroc Phosphore S.A. (IMACID)

IMACID is a joint venture company established in Morocco and is engaged in the manufacture of phosphoric acid. In IMACID, the Company has a 33.33% shareholding, together with two other equal partners, Chambal Fertilisers and Chemicals Limited and Office Cherifien Des Phosphates (OCP), Morocco. The Company procures phosphoric acid through supply from IMACID for manufacture of granulated DAP and NPK fertilisers at its Haldia facility.

During the year, the cumulative production of phosphoric acid was 326,501 tons as against 329,173 tons of the previous year. The lower production was on account of lower product demand, shutdown of the plant for 2 months during the first quarter of the FY 2012-13 and also from 22nd March, 2013 due to adverse market conditions. The plant resumed operations in the first week of May, 2013.

5.2 JOil (Singapore) Pte. Limited (JOil)

JOil, a Jatropha plant science company, is based in Singapore in which the Company holds a 33.78% stake. JOil has been set up by the Temasek Life Sciences Laboratory Limited (TLL), Temasek Life Sciences Ventures Pte. Limited (a subsidiary of Temasek Holdings) and other investors in Singapore. JOil has set up commercial seed orchards in India and Indonesia and has established tie-ups with tissue culture labs at various locations to produce and market high yielding Jatropha seedlings. JOil acquired a tissue culture facility in Indonesia. Through this JV, the Company has secured exclusive marketing rights for JOil''s Jatropha seedlings in India and East Africa and a preferential price for seedlings it requires for its own cultivation of Jatropha.

JOil achieved an income of S$ 1.15 million in 2012-13 as compared to S$ 1.40 million in 2011-12. The net loss for FY 2012-13 was S$ 7.08 million as compared to S$ 10.04 million in FY 2011-12.

5.3 Natronx Technologies LLC

Natronx, which is an equal stake (33.33%) joint venture between Tata Chemicals (Soda Ash) Partners, U.S.A., FMC Corporation, U.S.A. and Church & Dwight Co. Inc., U.S.A., is in the final stages of construction of a 450,000 tons per year ground trona operation. Natronx will produce a very small particle size, high assay sodium based sorbent that will be primarily used by coal fired electrical utilities to reduce acid gases in their air emissions. As a result of slowdown in US economy and job growth during the year 2012, a US election year, a number of government agencies including the US Environmental Protection Agency and various state regulatory offices revised the start dates for certain air emission regulations, including the Cross State Air Pollution Rule, which has delayed the expected demand growth for dry sorbent injection by an estimated 18-24 months, thus negatively impacting Natronx sales demand and production timetable.

5.4 Khet-Se Agriproduce India Private Limited

Khet-Se Agriproduce India Private Limited (Khet-Se) was a joint venture between the Company and Total Produce Ireland Limited, one of Europe''s largest fresh produce providers.

Khet-Se operations were suspended in September 2011 in view of the unviable business proposition, market conditions, mounting losses and the company''s financial position. During the year, the Company divested its entire 50% shareholding in Khet-Se.

5.5 EPM Mining Ventures Inc.

The Company through its overseas subsidiaries owns a 25.70% stake in EPM Mining Ventures Inc. (EPM), a company listed on the Toronto Stock Exchange, Canada. EPM is an exploration-stage pre-revenue potash development company. Controlling over 123,000 acres on the Sevier Lake in Millard County, Utah, EPM expects to develop a world-class mining site. The project intends to produce Sulphate of Potash (SOP - fertiliser) and other beneficial minerals using an environment-friendly solar evaporation process.

REORGANISATION OF GLOBAL CHEMICALS BUSINESS

During the year, the Company had completed its global reorganisation initiative. Through this, the offshore chemical entities which included Tata Chemicals Europe, Tata Chemicals Magadi and Tata Chemicals North America were brought under a single holding company viz. Tata Chemicals International Pte Limited, Singapore (TCIP) through the existing step-down subsidiaries. TCIP has been granted International Head Quarter status by the Economic Development Board, Singapore.

With a view to reduce the number of intermediate holding companies, the Board of Directors of the Company at its meeting held on 8th February, 2013 has approved the amalgamation of its wholly owned subsidiary Homefield International Pvt. Ltd, Mauritius with the Company. In this regard, the Company has filed necessary applications with the Securities and Exchange Board of India and the Stock exchanges.

FINANCE

The repayment of the External Commercial Borrowing of USD 475 million, raised in March 2008 commenced during the current financial year. The first two instalments of USD 95 million each aggregating to USD 190 million were repaid on due dates.

Continued delay in disbursement of fertiliser subsidies resulted in an increase in the overall working capital. The increase in working capital has been funded through working capital facilities including buyers'' credit. The outstanding balance of buyers'' credit as on 31st March, 2013 was USD 220.34 million (Rs. 1,196.10 crores). Further, pursuant to the Special Banking Arrangement made by The Department of Fertilisers, Government of India, the Company had availed a loan against subsidy receivables of Rs. 179.63 crores from the State Bank of India consortium during the month of March, 2013.

Despite the significant increase in working capital loans, the Company was able to contain the increase in interest costs as a result of better cash management and reduced cost of borrowing, which resulted in a marginal savings in interest cost of 3% (Rs. 6.94 crores).

Post completion of reorganisation of its global holding structure, the Company''s subsidiary, TCIP (holding company for overseas chemicals business) raised a debt of USD 200 million to discharge its liabilities towards the acquisition of the interest in the downstream overseas subsidiaries. The drawdown of the loan was made in two tranches of USD 100 million each during the months of December, 2012 and January, 2013, respectively.

During the year, Rallis India Limited, a subsidiary of the Company, has paid dividend of Rs. 21.42 crores to the Company. Further, Tata Chemicals North America Inc., a step-down subsidiary of the Company, has paid a dividend of USD 30 million (Rs. 163.22 crores); which had been utilised to repay loans taken for financing the acquisition of EPM Mining Ventures Inc. and to make investments in Tata Chemicals Europe Limited. The Company''s step-down subsidiary, Tata Chemicals South Africa Pty Limited has paid a dividend of USD 0.37 million (Rs. 2.06 crores) during the year.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards are attached herewith.

SUBSIDIARY COMPANIES

The Ministry of Corporate Affairs, the Government of India has vide Circular No. 2 / 2011 dated 8th February, 2011 granted general exemption subject to fulfillment of certain conditions from attaching the Balance Sheet of the Subsidiaries to the Balance Sheet of the Company without making an application for exemption. Accordingly, the Balance Sheet, the Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies is disclosed in the Annual Report. The Annual Accounts of these subsidiaries and related detailed information will be made available to any member of the Company seeking such information at any point of time and are also available for inspection by any member of the Company at the Registered Office of the Company. The Annual Accounts of the said Subsidiaries will also be available for inspection, as above, at the Registered Offices of the respective subsidiary companies.

As on 31st March, 2013, the Company had 43 (direct and indirect) subsidiaries (5 in India and 38 overseas).

During the year, following changes have taken place in the subsidiary companies:

- Wyoming- 1 Mauritius Pvt. Ltd. ceased to be a subsidiary of the Company with effect from 23rd May, 2012 pursuant to the merger with the Company.

- Rallis has subscribed and acquired to equity shares representing 22.81% of the paid-up equity share capital of Zero Waste Agro Organics Private Limited (ZWAOPL). Further, Rallis by virtue of the rights granted under the Shareholders Agreement dated 23rd April, 2012 appointed majority of Directors on ZWAOPL''s Board and as a result of which ZWAOPL has become a subsidiary of Rallis with effect from 18th October, 2012.

- Broomco (4118) Limited, Broomco (4119) Limited and Broomco (4120) Limited, UK based subsidiaries were dissolved as on 7th August, 2012.

DIRECTORS

Mr. Ratan N. Tata has retired as the Chairman and Director of the Company on 28th December, 2012 in line with the Retirement Policy for Directors. Mr. Tata, through his global vision, bold and strategic leadership and commitment to the Company, transformed the Company from being a domestic soda ash company to a well-diversified company with global footprint. The Board placed on record its sincere appreciation for his invaluable guidance and contribution during his tenure as the Chairman and Director of the Company.

The Board, while taking into consideration Mr. Tata''s invaluable contribution and great service to the Company, honoured him by conferring the title of Chairman Emeritus.

The Board has appointed Mr. Cyrus P. Mistry as the Chairman of the Board with effect from 28th December, 2012.

Mr. Prasad R. Menon, Mr. Nasser Munjee and Dr. Y. S. P. Thorat, Directors of the Company, are due for retirement by rotation and are eligible for re-appointment.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis and the Corporate Governance Report together with the Auditors'' Certificate on compliance with the conditions of Corporate Governance as laid down forms part of the Annual Report.

INFORMATION TECHNOLOGY

The Company''s Information Technology infrastructure is continuously reviewed and renewed in line with the developments in technology and its requirements. During the year, the Company upgraded its servers for running the ERP platform. The Company has also implemented a common ERP programme across all its wholly owned operating subsidiaries.

AWARDS AND RECOGNITIONS

The Company during the year has won many awards some of which are listed below:

Corporate Sustainability and Safety Health & Environment

- Prestigious FE-EVI Green Business Leaders Award 2012

- FICCI Water Awards 2012

- CNBC Asia''s India CSR Award

- Awarded ''Sustainability Plus''- the world''s first corporate sustainability label by CII

- CII - ITC Sustainability Award

- Recognised in the Carbon Disclosure Leadership Index in Carbon Disclosure Project in 2012 Communications

- 5 Awards at the Annual ABCI Awards Product

- CII Design Excellence Award 2012 for Tata Swach

- Tata I Shakti Pulses voted as the Product of the Year 2012.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto as Annexure ''A'' and forms part of this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules,1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. It is proposed to re-appoint them as Statutory Auditors of the Company for the FY 2013-14. The members are requested to consider their appointment and authorise the Board of Directors to fix their remuneration. The auditors have, under Section 224 (1B) and Section 226 of the Companies Act, 1956 furnished a certificate of their eligibility for the appointment.

COST AUDITORS

M/s. N. I. Mehta & Co. and M/s. Ramanath Iyer & Co., Cost Accountants, were appointed as the Cost Auditors for the Financial Year 2012-13.

By General Circular No. 8/2012 dated 10th May, 2012 issued by the Ministry of Corporate Affairs, Government of India, it has been made mandatory for companies to file Cost Audit Reports from the Financial Year 2011-12 onwards in XBRL (Extensible Business Reporting Language) format. The due date for filing of the Cost Audit Reports for FY 2011-12 was 28th February, 2013. The Company has filed the Cost Audit Reports with the Ministry of Corporate Affairs on 30th January, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Act, the Directors, based on the representations received from the Operating Management, confirm that:

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

ii) they have in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments 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 viz., 31st March, 2013 and of the profit of the Company for the year ended on that date;

iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for their continued support and co-operation by Financial Institutions, Banks, Government authorities and other stakeholders. The Directors also acknowledge the support extended by the Company''s Unions and all the employees for their dedicated service. On behalf of the Board of Directors

CYRUS P. MISTRY

Chairman

Mumbai, 27th May, 2013

Mar 31, 2012

TO THE MEMBERS OF TATA CHEMICALS LIMITED

The Directors hereby present their seventy third Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2012:

FINANCIAL RESULTS

Rs. in crores

Particulars Standalone Consolidated

2011-12 2010-11 2011-12 2010-11

Total Income 8267.61 6440.89 13973.87 11156.34

Profit before Depreciation and Exceptional items 1122.13 800.02 2044.47 1608.87

Less: Depreciation 224.68 204.46 508.68 451.05

(Add)/ Less : Exceptional items 133.10 36.86 152.36 36.86

Profit before tax 764.35 558.70 1383.43 1120.96

Tax 177.75 150.21 343.92 274.92

Profit after tax 586.60 408.49 1039.51 846.04

Minority Interest - - 199.46 192.57

Share of Loss in Associates - - 2.46 -

Profit Attributable to shareholders 586.60 408.49 837.59 653.47

Add:

Balance in Statement of Profit and Loss 1943.42 1869.33 2666.37 2374.96

Other Adjustments 0.40 - (19.76) -

Amount available for Appropriation 2530.42 2277.82 3484.20 3028.43

Appropriations -

(a) Proposed Dividend 254.76 254.76 254.76 254.76

(b) Tax on Dividend 38.01 38.79 64.50 41.33

(c) General Reserve 58.66 40.85 68.80 53.47

(d) Debenture Redemption Reserve - - 12.50 12.50

(e) Transfer to Other Reserves - - 5.31 -

(f) Balance Carried forward 2178.99 1943.42 3078.33 2666.37

2530.42 2277.82 3484.20 3028.43

DIVIDEND

For the year under review, the Directors have recommended a dividend of Rs. 10 per share (Rs. 10.00 per share for the previous year) on the Equity Shares of the Company aggregating to Rs. 292.77 crores [including Dividend Tax (net)].

PERFORMANCE REVIEW

The net revenue from the operations of the Company increased from Rs. 6,333 crores to Rs. 7,987 crores, registering a growth of 26% over the previous year. Profit before tax was Rs. 764 crores whereas the Profit after tax was at Rs. 587 crores, an increase of 37% and 44% respectively, over the previous year.

The consolidated net revenue from the operations increased from Rs. 11,061 crores to Rs. 13,806 crores, an increase of 25% over the previous year. On consolidated basis the Profit before tax was Rs. 1,383 crores whereas the Profit after tax before Minority Interest and share of Loss in Associate was at Rs. 1,040 crores, an increase of 23% and 23% respectively, over the previous year. Profit attributable to the Group after deducting the minority interest and share of loss in Associate was at Rs. 838 crores, an increase of 28% over the previous year.

Tata Chemicals Limited's (TCL or the Company) operation is organised under four segments i.e. (1) Inorganic Chemicals comprising Soda Ash, Salt, Sodium Bicarbonate, Marine Chemicals, Caustic Soda and Cement, (2) Fertilisers segment comprising Fertilisers and other traded products, (3) Other Agri-inputs including Rallis India Limited's operations and (4) Others - comprising Water Purifier, Bio-fuels and Pulses. Performance review of these businesses is as under:

1. INORGANIC CHEMICALS SEGMENT

1.1 INDIA OPERATIONS:

During the year, the Company's Industrial Chemicals operation in India achieved sales of Rs. 1,483 crores compared to sales of Rs. 1,202 crores in the previous year. The year witnessed an increase in the Gross Sales Realisation (GSR) of soda ash as compared to the previous year, thereby absorbing some of the substantial cost pressures facing the business and reflecting the market supply-demand balance. Increased usage of some low-grade soda ash substitutes, use of cullets and slow down in dyes and other chemical sectors, coupled with de-stocking of the product pipeline by customers resulted in flat domestic demand for soda ash. While the domestic manufacturers maintained their position in the market, a slowdown was seen in imports from most major exporting sources. High energy costs and costs of other key inputs led to an increase in prices across the globe. A volatile exchange rate added to the adverse impact specifically in the Indian market.

The sodium bicarbonate market demand also remained flat this year on the back of a 15% growth in Financial Year (FY) 2010-11. While domestic players managed to strengthen their position, imports lost some ground in the market. The Company was able to consolidate the sale of AlkakarbÃÂ® a variant and established SodakarbÃÂ®, a branded food-grade sodium bicarbonate.

The Company also commenced trading operations in the Inorganic Chemicals space to increase its product offering to customers and leverage its customer connect and distribution network.

Soda Ash

The Indian soda ash demand remained flat due to delays in commissioning of some float glass lines and increased consumption of low-grade substitutes. However, the Company's strong relationship with customers and relentless focus on increasing already high service levels has enabled the Company to maintain its market share in spite of sluggish demand. The Company was able to increase its market share on the back of higher domestic soda ash sales volumes. Prices remained firm during the year and helped mitigate the input cost pressures. Key packaging automation projects were completed in the plant at Mithapur. The Company also upgraded the salt works during the year to cater to the increasing brine and raw salt requirements for the site.

The Company's production of soda ash at Mithapur in FY 2011-12 was 690,181 Metric Tonnes (MT) as against the previous year's figure of 696,746 MT on account of some constraints in the availability of raw materials and power. However, the Company achieved its highest ever sales in the Indian domestic market of 673,867 MT of soda ash during the year, as against 668,774 MT during the previous year.

After a slowdown during the current year, there are signs that the market demand will be boosted by commissioning of one float and another container glass line. Most of the float glass and container glass units, including two container glass lines commissioned in the previous year, are expected to operate at full capacity. Strengthening end-consumer demand for detergents, silicate and glassware industries will also translate into strong soda ash demand.

Sodium Bicarbonate

During the year, the Company achieved the highest ever sodium bicarbonate production of 80,285 MT which was 3% higher than in the previous year. Sales at 81,381 MT were 7% higher than the previous year, helping the Company achieve a market share of more than 50% in the domestic market. In FY 2011-12, the Company consolidated AlkakarbÃÂ® and established SodakarbÃÂ® brands in the Indian bicarbonate market with consistent sales and encouraging demand pipeline. This is in line with the Company's plan to offer value added branded variants as the domestic market matures and grows over a period of time and is consistent with its global portfolio for this product.

During the year under review, the market remained flat against a growth of 15% in the previous year. This slow down in sodium bicarbonate demand is attributed to reduction in leather exports and slump in the dyeing industry. While any major recovery in the dyes and leather segment is not expected, the full-swing commencement of commercial operations of a new application and a growing foods segment would help sustain double digit growth rates through the coming years.

Cement

The Company's cement plant was set up in 1993 to handle solid wastes generated as by-products of soda ash manufacture. The Company uses technology to separate solid effluents and process them into Ordinary Portland Cement (OPC) and Masonry Cement. It enables the Company to convert its fly ash (generated in the power plant) into an useful construction material. While the upward trend in raw material and energy prices is likely to impact margins, the business will continue to focus on catering to the nearby markets for maximising realisations. During the year, the Company's production of OPC cement was 435,809 MT and sales was 427,990 MT. It also achieved the highest-ever production and sale of Masonry Cement at 82,594 MT and 82,338 MT, respectively.

Consumer Products - Salt and Related Products

During the year, the Consumer Products demonstrated strong performance by leveraging its distribution system and brand equity.

Iodised salt production in Mithapur was 621,933 MT, up 12% from 553,386 MT in the previous year. Overall, branded salt sales grew by 9% from 799,668 MT in FY 2010-11 to 868,525 MT in FY 2011-12. Sale of Tata Salt grew by 12% in volume from 583,839 MT in FY 2010-11 to 654,468 MT in FY 2011-12. Sale of I-Shakti grew from 201,888 MT in FY 2010-11 to 202,305 MT in FY 2011-12. Amongst the major brands, I-Shakti continues to maintain the most distributed brand after Tata Salt with a reach of 5.94 lac retail outlets. The Company's market share of its salt portfolio has increased to 64.3% in the National Branded Salt segment, up from 61.8% in FY 2010-11.

I-Shakti cooking soda sales showed an encouraging growth of 28% with sales of 1,284 MT during the year as compared to 1,003 MT in the previous year.

during the year, sales turnover of the consumer business grew by 24% to Rs. 958 crores from Rs. 772 crores in the previous year.

The Consumer Products continue to work towards new product development through salt variants, bi- carbonate based products and development of other categories.

1.2 OVERSEAS OPERATIONS

1.2.1 Tata Chemicals North America Inc.,

During the year, Tata Chemicals North America Inc., (TCNA) achieved gross sales of USD 481 million (Rs. 2,306 crores) and EBITDA of USD 123 million (Rs. 589 crores). These were higher by 20.55% and 4% respectively over the previous year figures.

Soda Ash volumes during the year were 2,376,161 MT as against the previous year volume of 2,383,568 MT. Export sales volumes were up 6% as against the previous year, with sales to Latin America and Asia the primary drivers. Sales volumes to North American customers were 0.8% higher as against the previous year with increase in flat glass, offsetting declining volume demand in container glass, detergent and chemical end use markets. Price increases throughout the year were driven by high capacity utilisation rates in the US soda ash industry and raw materials cost increases at global synthetic soda ash producers.

1.2.2 Tata Chemicals Europe

Tata Chemicals Europe achieved sales turnover of GBP 190 million (Rs. 1,452 crores), registering an increase of 13.77% over the previous year. EBITDA was up to GBP 39 million (Rs. 287 crores). Low soda ash production volumes and some weak carbon quality were offset by good numbers from the salt business.

Soda Ash

Soda ash production was 804,627 MT, up by 3% as compared to the previous year with much improved production at Lostock but continued weak volumes from the Winnington factory due to a number of technical problems and enforced instability in plant management.

Sodium Bicarbonate

Sodium bicarbonate production was 101,785 MT, an increase of 2% over the previous year and the first time 100,000 MT mark has been exceeded at the Northwich factories.

Salt

Salt production of 466,546 MT and sales of 426,899 MT generated an EBITDA contribution of GBP 17.3 million (Rs. 312.21 crores) while borehole debrining earned an EBITDA of GBP 1.9 million (Rs. 14.52 crores) as part of the contract with E lectricite de France in respect of gas storage.

1.2.3 Tata Chemicals Magadi Limited

During the year, the Turnover was at USD 116.81 million (Rs. 560 crores) as against USD 97 million (Rs. 442 crores) of the previous year, registering an increase of 20.42%. Sales volumes for both the Standard Ash (SAM) and Premium Ash (PAM) were at par with the previous year. Sales price at all regions were higher reflecting stronger capacity utilisation for global soda ash traders and raw material cost increases for synthetic soda ash producers.

The combined sales volumes for both PAM and SAM were 484,612 MT as compared to 482,731 MT for the previous year, an increase of 0.4%. EBITDA increased by 129% to USD 20.65 million (Rs. 99 crores) from USD 9 million (Rs. 41 crores) in the previous year. This is attributable to higher soda ash prices, improved energy and power efficiencies and controlled fixed costs.

Going forward, the company will continue its focus on plant optimisation through initiatives such as Lean Six Sigma and stringent cost control measures as well as cash conservation.

2. FERTILISER SEGMENT

The Company has been recording consistent growth in Agri sector over the past few years. Attempts have been made by the Government of India to develop market oriented policies and curb the subsidy outgo. The Company is a prominent manufacturer of Urea and Phosphatic Fertilisers in India.

2.1 CROP NUTRITION BUSINESS

The Crop Nutrition business comprises Nitrogenous Fertilisers i.e. Urea manufactured at Babrala Plant and Phosphatic Fertilisers like Di-ammonium Phosphate (DAP), Nitrogen, Potash and Phosphorous (NPK), Single Super Phosphate (SSP) manufactured at the Haldia plant. During this year, the Company commissioned India's first Customised Fertiliser manufacturing facility at Babrala. In addition to these, the Company imports and sells Muriate of Potash (MOP), DAP and supplies other crop nutrition products like Specialty Fertilisers and organic materials. During the year, the Crop Nutrition and Agribusiness operations of the Company achieved a turnover of Rs. 5,641 crores as against the previous year's Rs. 3,491 crores.

Urea

During the year, the Babrala plant achieved an annual Urea production of 1,165,557 MT, higher by 48,404 MT as compared to the previous year. The specific energy consumption during the year was 5.315 GCal/MT as against 5.26 GCal/MT in the previous year due to disruptions in production arising out of damage to the ammonia converter.

DAP / NPK / SSP

During the year, the Haldia plant achieved a combined production of 708,230 MT of DAP, NPK and SSP as against the previous year's production of 710,379 MT. The sales of DAP, NPK and SSP were 711,458 MT during the year as against 705,384 MT in the previous year.

Imported Products (DAP / MOP)

During the year, due to the anticipated shortage of DAP in the country, a huge quantity of complex fertilisers were imported into the country. While the Company did not import other complex fertilisers, it sold imported DAP and Potassic fertilisers of 284,773 MT and 160,425 MT as against the previous year volume of 277,018 MT and 217,215 MT, respectively. The MOP imports into the country started only in the second half of the year due to delays in price finalisation in India. This affected the sales volume of this product. The significant increase in maximum retail price to the farmer also affected the consumption of Potassic fertilisers.

Specialty Crop Nutrients and Micro-Nutrients

The Company continued to grow in this area by expanding into western and southern parts of India and introducing three new products.

Customised Fertilisers

The first set of products under the Paras Farmoola range targeted the key crops of Paddy, Wheat, Potato and Sugarcane in western Uttar Pradesh. The Company sold a total quantity of 54,173 MT during the year, while the capacity stands at 132,000 MT p.a. This being a new concept in India, the Company would like to promote this product in a phased manner.

2.2 NETWORK OF DEALERS AND FRANCHISEES

The traditional Sales Channel has now been extended throughout India. In addition, the Company also operates retail outlets under the brand of Tata Kisan Sansar (TKS) in the Northern and Eastern parts of India. These franchisee outlets act as one-stop shops offering quality agricultural inputs and Agri Solutions such as advice on crops, application services and farming practices.

The dealer and franchisee network deal with all products such as Primary Nutrients (Urea, DAP, MOP, NPK, etc.), Specialty Fertilisers (Zinc sulphate, boron, micronutrients, calcium nitrate, organics, water soluble fertilisers etc.), Seeds (Field crops, vegetable crops) and the entire range of Pesticides.

Along with the above mentioned inputs, the Company is providing products of other reputed companies through this retail network which help farmers to get all nutrients and inputs under one roof.

3. OTHER AGRI INPUTS

Rallis India Limited (Rallis)

Rallis posted consolidated revenues of Rs. 1,274.87 crores during the year, registering a growth of 17% over the previous year figure of Rs. 1,086.26 crores. Profit before tax on a consolidated basis was Rs. 149.39 crores, which was 19% lower than the profit before tax of Rs. 184.48 crores during the previous year. Exceptional items such as cessation costs of Rs. 17.19 crores and losses relating to foreign exchange of Rs. 9.67 crores impacted the profits. However, the EBIDTA percentage on a consolidated basis as compared to the previous year has gone up by 11%.

The Domestic Formulation business registered a growth of 2% over the previous year, driven by a sustained performance of the key brands. The International Business Division registered an increase of 48% in sales as compared to the sales during FY 2010-11 and it comprised 33% of the total revenues of the company during the year.

Subsequent to the year under review, Rallis has entered into definitive agreements for the acquisition of a majority equity stake in Zero Waste Agro Organics Private Limited, a Maharashtra based organic manure and soil conditioners manufacturing company. With this acquisition, the product portfolio of Rallis will be strengthened with organic manure and soil conditioner products to improve deteriorating soil health and drive agriculture productivity.

4. OTHERS

4.1 Water Purifier

Tata Swach Water Purifier is available for sale throughout India except in the North-East and in Jammu & Kashmir and has been accepted well in the market. Tata Swach has been voted the 'Product of the Year - 2012' in the water purifier category by over 30,000 consumers during a survey conducted by Nielsen in over 36 cities.

4.2 Pulses

After promising results from the pilot project, the Company took Tata I-Shakti unpolished pulses nationally leveraging on its extensive distribution network. The product is now available in 19 States. In the coming year, the Company intends to focus on brand building activities and consumer awareness campaigns for promoting Tata I-Shakti unpolished pulses.

4.3 Biofuels

As a part of its Biofuels Research and Development Programme using non conventional raw materials, the Company had set-up a bio-ethanol test plant of 30 KLPD at Nanded, Maharashtra. After two years of operational experience, the plant has been closed during the year. Due to uncertain economic environment in Europe, the Company is taking a cautious approach in its bio-ethanol project based on sugarcane at Mozambique for which the Government of Mozambique has given concessions for 15,934 hectares of productive land on the banks of the river Zambezi in Mozambique.

4.4 Nutraceuticals

Innovation Centre (IC) of the Company has developed a unique process for manufacturing Prebiotics such as Fructo, Galacto and Iso-Malto Oligosaccharides (FOS, GOS and IMO). The unique feature of the process lies in it being environmentally benign (green), producing cost competitive and high purity product. In the last few years, the Prebiotics' acceptability has grown worldwide due to its effectiveness in improving the digestive system, increasing uptake of vital nutrition from foods and thereby combating lifestyle diseases. This, coupled with the fact that a validated process for the Prebiotics is in place, presents an opportunity to build a business around this. Pilot plant trials where undertaken at a third party facility to ascertain customer acceptance of the products and to overcome operational issues typically associated with a scale-up process.

The Company proposes to set up a manufacturing facility in Chennai for nutraceuticals at a cost of Rs. 12 crores. Land has been acquired for this purpose and construction work will start once all the statutory approvals are in place.

5. JOINT VENTURES

5.1 Indo Maroc Phosphore S.A. (IMACID)

IMACID is a joint-venture company established in Morocco and is engaged in the manufacture of phosphoric acid. In IMACID, the Company has a 33.33% shareholding, together with two other equal partners, Chambal Fertilisers and Chemicals Limited and Office Cherifien Des Phosphates (OCP), Morocco, the world's largest producer of Rock Phosphate and other phosphatic fertiliser products. The Company secures phosphoric acid through supply from IMACID for manufacture of granulated DAP and NPK fertilisers at its Haldia facility.

During the year, the cumulative production of phosphoric acid in this period was 329,173 MT as against 362,842 MT of the previous year. The lower production was on account of a shutdown of the plant during the fourth quarter of FY 2011-12 due to adverse market conditions for its product. On a calendar year basis, the year 2011 saw the highest ever production of 429,622 MT as against a design capacity of 430,000 MT. Strong financial performance and cash reserves facilitated payout of 512 Million Moroccan Dirhams (Rs. 299.63 crores) as a special Dividend to its shareholders during the year.

5.2 Khet-Se Agriproduce India Private Limited

Khet-Se Agriproduce India Private Limited (Khet-Se) is a joint venture (JV) between TCL and Total Produce, Ireland, one of Europe's largest fresh produce providers.

During the year, Khet-Se achieved a total distribution of 1,118 MT as against 5,660 MT of fresh produce valued at Rs. 2.49 crores as against Rs. 9.46 crores in the previous year. However, due to strategic reasons Khet- Se operations have been suspended from October, 2011.

5.3 JOil (Singapore) Pte. Limited (JOil)

JOil, a Jatropha seedling company, is based in Singapore in which the Company holds a 33.78% stake. JOil has been set up by the Temasek Life Sciences Laboratory Limited (TLL), Temasek Life Sciences Ventures Pte. Limited (a subsidiary of Temasek Holdings) and other investors in Singapore. JOil has set up commercial seed orchards in India and Indonesia and has established tie-ups with tissue culture labs at various locations to produce and market high yielding Jatropha seedlings. JOil recently announced the successful yield of more than 2 tons of seeds per hectare in the first year of its field trials and the world's first GM Jatropha with high oleic acid. Through this JV, the Company has secured exclusive marketing rights for JOil's Jatropha seedlings in India and East Africa and a preferential price for seedlings it requires for its own cultivation of Jatropha.

5.4 EPM Mining Ventures Inc.

The Company through its overseas subsidiaries has invested 25.70% stake in EPM Mining Ventures Inc. (EPM), a company listed on the Toronto Stock Exchange, Canada. EPM is an exploration-stage pre-revenue potash development company. Controlling over 123,000 acres on the Sevier Lake in Millard County, Utah, EPM expects to develop a world-class mining site. The project intends to produce Sulfate of Potash (SOP - fertiliser) and other beneficial minerals using an environmental-friendly solar evaporation process.

5.5 Natronx Technologies LLC

The Company, through its subsidiary in United States, has signed definitive agreements to form an equal stake (33.33%) joint venture viz. Natronx Technologies LLC (Natronx) with FMC Corporation, U.S.A. and Church & Dwight Co. Inc., U.S.A. to manufacture and market sodium-based dry sorbents for air pollution control in electric utility and industrial boiler operations. The sorbents, primarily sodium bicarbonate and trona, are used by coal-fired utilities to remove harmful pollutants, such as acid gases, in flue-gas treatment processes. Natronx intends to invest approximately USD 60 million (Rs. 300 crores) to construct a 450,000 ton per year facility to produce trona sorbents.

FINANCE

During the year, with a view to augment long-term funds to part-finance the capital expenditure program, the Company has raised USD 60 million (Rs. 300 crores) through External Commercial Borrowings (ECB) with a bullet repayment due at the end of 5 years. The Company also generated additional funds through sale of shares of other group companies.

Debenture and FCNR (B) loans of Rs. 150 crores and USD 25 million (Rs. 122 crores) respectively were redeemed / repaid on due-dates during the year.

Significant increase in working capital and a firm interest rate regime during the year were challenges faced by the Company. Despite this, the Company was able to contain the increase in interest costs which increased marginally by 4% (Rs. 8.70 crores).

During the year, the Company's step-down subsidiary Tata Chemicals North America Inc. (TCNA) had entered into loan agreements to raise debt of USD 375 million (Rs. 1,908 crores) to refinance its high cost debt, fund its capital expenditure and to fund distribution to its parent company. The drawdown of the loans were made in March, 2012.

During the year, Rallis India Limited, a subsidiary of the Company and IMACID, a joint venture, have paid dividends of Rs. 20.44 crores and Rs. 100.28 crores respectively to the Company. Further, TCNA, a step-down subsidiary of the Company, has paid a dividend of USD 98.71 million (Rs. 473 crores); which has been utilised to repay loans taken for financing the acquisition of EPM Mining Ventures Inc., USA, repay debt of Tata Chemicals Magadi Limited with a view to restructure its balance sheet and redeem preference capital held by the Company.

REORGANISATION OF GLOBAL CHEMICALS BUSINESS

With a view to reduce the number of intermediate holding companies, as also to bring the holding structure of its global chemicals business under a single umbrella, thereby mirroring the holding and the operating structures, the Company initiated plans to collapse the multiple entities in the most efficient and effective manner. To this end, the Company had embarked upon a global reorganisation initiative under which the offshore chemical entities viz. Tata Chemicals Europe Limited, Tata Chemicals Magadi Limited and Tata Chemicals North America Inc. have come under a single holding company through the existing step-down subsidiaries.

Consequently, Bio Energy Venture-2 (Mauritius) Pvt. Ltd. merged with Bio Energy Venture -1 (Mauritius) Pvt. Ltd. and Wyoming -2 (Mauritius) Pvt. Ltd. merged with Wyoming -1 (Mauritius) Pvt. Ltd. Subsequently, Wyoming -1 (Mauritius) Pvt. Ltd. merged with the Company.

AMALGAMATION OF WYOMING-1 (MAURITIUS) PVT. LTD. WITH THE COMPANY

During the year, the Scheme of Amalgamation of Wyoming-1 (Mauritius) Pvt. Ltd. (Wyoming-1), a wholly owned subsidiary, with the Company ('the Scheme') was filed before the High Court of Judicature at Bombay for its sanction pursuant to Section 391-394 of the Companies Act, 1956 ('the Act').

The Hon'ble High Court of Judicature at Bombay sanctioned the Scheme vide its Order dated 4th May, 2012. The Scheme became effective on 23rd May, 2012 with the Appointed Date of the Scheme as 1st January, 2012. No shares of the Company were issued and allotted in lieu or exchange of the equity shares of Wyoming 1 under the Scheme.

Accordingly, the standalone balance sheet for the financial year ended 31st March, 2012 of the Company includes financial results of Wyoming 1 from 1st January, 2012.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements pursuant to clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards is attached herewith.

SUBSIDIARY COMPANIES

The Ministry of Corporate Affairs, the Government of India has vide Circular No. 2/2011 dated 8th February, 2011 granted general exemption subject to fulfillment of certain conditions from attaching the Balance Sheet of the Subsidiaries to the Balance Sheet of the Company without making an application for exemption. Accordingly, the Balance Sheet, the Statement of Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies is disclosed in the Annual Report. The Annual Accounts of these subsidiaries and related detailed information will be made available to any member of the Company/ its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/ its subsidiaries at the Registered Office of the Company. The Annual Accounts of the said Subsidiaries will also be available for inspection, as above, at the Head Offices of the respective subsidiary companies.

As on 31st March, 2012, the Company had 46 (direct and indirect) subsidiaries (4 in India and 42 overseas). During the year, following changes have taken place in the subsidiary companies:

Wyoming-2 (Mauritius) Pvt. Ltd. merged with Wyoming-1 (Mauritius) Pvt. Ltd. with effect from 4th November, 2011.

Bio- Energy Venture-2 (Mauritius) Pvt. Ltd. merged with Bio- Energy Venture-1 ( Mauritius) Pvt. Ltd. with effect from 21st November, 2011.

Rallis Australasia Pty Limited was liquidated with effect from 31st December, 2011.

General Chemicals (Soda Ash) Inc. and Bayberry Management Corporation were dissolved with effect from 11th January, 2012.

Subsequent to the year end, Wyoming-1 (Mauritius) Pvt. Ltd. merged with the Company with the Effective Date as 23rd May, 2012.

DIRECTORS

During the year, Dr. M.S. Ananth resigned as Director of the Company with effect from 11th November, 2011. The Board has placed on record its appreciation for his valuable contribution during his association with the Company.

Mr. Cyrus P. Mistry and Dr. Vijay Kelkar have been appointed as Additional Directors on the Board with effect from 30th May, 2012. Dr. Vijay Kelkar is an Independent Director. As per the provisions of Section 260 of the Act, both the Directors hold office only up to the date of the forthcoming Annual General Meeting of the Company and are eligible for appointment as Directors. The Company has received notices under Section 257 of the Act in respect of the above persons, proposing their appointment as Directors of the Company. Resolutions seeking approval of the Members for appointment of Mr. Cyrus P. Mistry and Dr. Vijay Kelkar as Directors of the Company have been incorporated in the Notice of the forthcoming Annual General Meeting alongwith brief details about them.

Mr. R. Gopalakrishnan, Mr. Nusli N. Wadia and Mr. E. A. Kshirsagar, Directors of the Company, are due for retirement by rotation and are eligible for re-appointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis and the Corporate Governance Report together with the Auditors' Certificate on compliance with the conditions of Corporate Governance as laid down forms part of the Annual Report.

INFORMATION TECHNOLOGY

The Company's Information Technology (IT) infrastructure is continuously reviewed and renewed in line with the development in technology and its requirements. Progress over unifying the Company's IT platform across all its constituents is continuing with SAP and is expected to be implemented for UK and US operations during the current financial year i.e. FY 2012-13.

AWARDS AND RECOGNITIONS

The Company/ its subsidiaries during the year has won many awards some of which are listed below:

Excellence

National Training Award to Tata Chemicals Europe

National Award for "Significant Achievements in Employee Relations"

Mother Teresa Award for Corporate Citizen 2011

Employer Branding Award 2012

Corporate Sustainability and SHE

" Certificate of Merit" by HP Eco solutions and "Eco recognition"

Listed in top 5 companies at the FE - EVI Green Business Leadership Awards

Business Action on Health Awards for its standout efforts in community health care to Tata Chemicals Magadi Limited

Ranked in top ten Carbon Disclosure Leadership Index in Carbon Disclosure Project 2011

CII - ITC Sustainability Awards 2011

Communications

11 Awards including the 'Champion of Champions' Trophy at the 51st Annual ABCI Awards

Knowledge Management

Asia's Most Admired Knowledge Enterprise (MAKE) winner 2011

Product

Aqua Excellence Awards - 2011 for

" Water Supply & Treatment" to Tata Swach

Awards in three categories at the Annual FAI Awards 2011

Designomist 2011 for Tata Swach

Voted by Consumers as the "Product of the Year - 2012" - Tata Swach

Finance

SAFA Best Presented Accounts Award

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto as Annexure 'A and forms part of this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. It is proposed to re- appoint them as Statutory Auditors of the Company for the FY 2012-13. The members are requested to consider their appointment and authorise the Board of Directors to fix their remuneration. The auditors have, under Section 224(1B) and Section 226 of the Act, furnished certificate of their eligibility for the appointment.

COST AUDITORS

The Central Government has approved the appointment of the following Cost Auditors for conducting cost audit for the financial year ended 31st March, 2012:

- M/s. N.I.Mehta & Co. for manufacture of soda ash, caustic soda and cement at Mithapur; fertilisers and chemicals at Haldia; and

- M/s. Ramanath Iyer & Co. for manufacture of fertilisers at Babrala.

The due date for filing the Cost Audit Report with the Ministry of Corporate Affairs for the financial year ended 31st March, 2011 was 30th September, 2011. The Cost Audit Reports for the products mentioned above were filed between 27th September, 2011 to 29th September, 2011.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Act, the Directors, based on the representations received from the Operating Management, confirm that:

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

ii) they have in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments 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 viz., 31st March, 2012 and of the profit of the Company for the year ended on that date;

iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for their continued support and co-operation by Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge the support extended by the Company's Unions and all the employees for their dedicated service.

On behalf of the Board of Directors

RATAN N. TATA

Mumbai, 30th May, 2012 Chairman

Mar 31, 2011

The Directors hereby present their seventy second Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2011:

FINANCIAL RESULTS

Rupees in crores

Particulars Standalone Consolidated

2010-11 2009-10 2010-11 2009-10

Total Income 6440.89 5669.23 11156.34 9712.36

Profit before Depreciation, Impairment & Exceptional items. 800.02 885.97 1608.87 1615.44

Less : Depreciation and Impairment 214.54 189.56 461.13 484.05

Less : Exceptional items. 26.78 108.28 26.78 198.49

Profit before tax 558.70 588.13 1120.96 932.90

Tax . 150.21 153.35 274.92 209.32

Profit after tax. 408.49 434.78 846.04 723.58

Minority Interest. - - 192.57 131.14

Share of Profit in Associates - - - 13.47

Profit Attributable to shareholders. 408.49 434.78 653.47 605.91

Add:

Balance in Profit and Loss Account 1869.33 1733.32 2374.96 2081.15

Amount available for Appropriation. 2277.82 2168.10 3028.43 2687.06

Appropriations -

(a) Proposed Dividend. 254.76 218.93 254.76 218.93

(b) Tax on Dividend. 38.79 36.36 41.33 37.11

(c) General Reserve. 40.85 43.48 53.47 53.58

(d) Other Reserve. - - - 2.48

(e) Debenture Redemption Reserve - - 12.50 -

(f) Balance Carried forward. 1943.42 1869.33 2666.37 2374.96

2277.82 2168.10 3028.43 2687.06

DIVIDEND

For the year under review, the Directors have recommended a dividend of Rs. 10 per share (Rs. 9.00 per share for the previous year), on the Equity Shares of the Company, aggregating to Rs. 293.55 crores [including Dividend Tax (net)].

PERFORMANCE REVIEW

The turnover of the Company increased from Rs. 5,412 crores to Rs. 6,225 crores registering a growth of 15% over previous year. Profit Before Tax was Rs. 559 crores whereas Profit After Tax was at Rs. 408 crores, a decrease of 5% and 6% respectively over previous year.

Consolidated turnover increased from Rs. 9,449 crores to Rs. 10,895 crores, an increase of 15% over previous year. On consolidated basis Profit Before Tax was Rs. 1,121 crores whereas Profit After Tax was at Rs. 846 crores, an increase of 20% and 17% respectively over previous year. Profit attributable to the Group after deducting the minority interest was at Rs. 653 crores, an increase of 8% over previous year.

Tata Chemicals Limited

Tata Chemicals Limiteds (TCL or the Company) operation is organized under four segments i.e. (1) Inorganic Chemicals comprising of Soda Ash, Salt, Marine Chemicals, Caustic Soda, Cement and Bulk Chemicals, (2) Fertilisers segment comprising of Fertilisers and other traded products (3) Other Agri-inputs including Rallis operations and (4) Others - comprising of Water Purifier, Bio-fuels and Pulses. Performance review of these businesses is as under:

1. INORGANIC CHEMICALS SEGMENT

1.1 INDIA OPERATIONS:

During the year, Industrial Chemicals in India achieved sales of Rs. 1,202 crores compared to sales of Rs. 1,148 crores in the previous year. The year witnessed an increase of 5% in Gross Sales Realisation (GSR) of Soda Ash at Rs. 14,400/ MT as compared to previous year figure of Rs. 13,690/MT. Growth of all key consuming sectors such as float glass, container glass and detergents led to a 5% demand growth for soda ash. Sodium bicarbonate continued to experience robust demand with the market growing by 15% on the back of a 14% growth in Financial Year (FY) 2010-11. Key debottlenecking projects in both soda ash and sodium bicarbonate along with one fully automated packing line for sodium bicarbonate were completed during the year. A branded food grade sodium bicarbonate offering sodacarbÃÂ® was also launched during the year.

Soda Ash

Demand growth in FY 2010-11 was driven by growth of all key soda ash consuming segments. The Company further strengthened its relationship with its customers and focused on improving service levels to consolidate its position in the marketplace. Despite pressure on prices, the higher volume off take helped to achieve a superior performance. Key debottlenecking projects were completed in the plant at Mithapur. The announcement of new float glass and container glass projects by glass companies in the near future provide an indication that demand for soda ash will continue to remain robust in the foreseeable future. The other key consuming sectors such as detergents and chemicals are also expected to grow on the back of growing national economy.

The Companys production of soda ash at Mithapur in FY 2010-11 was 696,746 MT as against previous years figure of 695,721 MT. This was despite the severe monsoon (~60" of rainfall) in 2010 which disrupted plant operations. The Company achieved sales of 668,774 MT of soda ash during the year as against the sales of 675,481 during the previous year. Of this, 93% was sold in the domestic market compared to 87% in FY 2009-10.

Sodium Bicarbonate

During the year, the Company achieved the highest ever Sodium Bicarbonate production of 78,278 MT which was 9% higher than in the previous year. Sales at 76,289 MT were 7% higher than the previous year for a product which till now has been relatively insulated from economic cyles. In FY 2011-12, the Company launched its SodakarbÃÂ®, branded bicarbonate in the Indian market, aimed at food applications. This is in line with our stated plans as the domestic market matures and grows over a period of time to introduce other brands in our global portfolio.

Cement

The Companys cement plant was set up in 1993 to handle solid wastes generated as by-products of soda ash manufacture. The Company uses technology to separate solid effluents and process them into Ordinary Portland Cement (OPC) and Masonry Cement. During the year, the production of OPC cement and masonry cement were at 341,693 MT and 77,053 MT respectively whereas the sale of OPC cement and masonry cement were 332,491 MT and 76,903 MT respectively.

Consumer Products - Salt and Related Products

Consumer Products demonstrated robust performance during the FY 2010-11 by leveraging its distribution system and strong brand equity.

Iodized Salt production in Mithapur was 553,386 MT in FY 2010-11, up by 3% from 537,033 MT in FY 2009-10. Overall salt sales grew by 9% from 744,598 MT in FY 2009-10 to 808,165 MT in FY 2010-11. Tata Salt grew by 9% in volumes from 543,441 MT in FY 2009-10 to 591,334 MT in FY 2010-11. I-Shakti registered a volume growth of 7% from 187,949 MT in FY 2009-10 to 201,888 MT in FY 2010-11. Amongst the major brands, I-Shakti continues to maintain the most distributed brand after Tata Salt with a reach of 6.06 lacs retail outlets. The Companys market share of its salt portfolio has increased to 62% in the National Branded Salt segment, up from 59% in FY 2009-10.

I-Shakti cooking soda sales showed an encouraging growth of 61% with sales of 1,003 MT in FY 2010-11 as compared to 623 MT in FY 2009-10.

Sales turnover of the consumer business grew by 18% from Rs. 652 crores in FY 2009-10 to Rs. 772 crores in FY 2010-11.

Consumer Products continues its journey of innovation by new product development through salt variants, bi-carbonate based products and in other categories which are in various stages of development.

1.2 OVERSEAS OPERATIONS

1.2.1 Tata Chemicals North America Inc. USA (formerly known as General Chemicals Industrial Products Inc.,)

During the year, Tata Chemicals North America Inc. (TCNA) achieved gross sales of USD 399 million (Rs.1,818 crores) and EBITDA of USD 118 million (Rs. 538 crores). These were higher by 3% and 5% respectively over previous year figures. During the year, the companys Wyoming soda ash operations achieved record levels of production and productivity (tons produced per employee), while also achieving a record low for number of recordable accidents at the site.

TCNA volumes during the year totaled 2,383,568 MT, 10% higher than the previous year total of 2,182,000 MT. Export sales volumes were up 25% as against previous year, with sales to Latin America and Asia the primary drivers. Sales volumes to North America customers were 98% of previous year with increase in flat glass, but volume demand declined in container glass, detergent and chemical end use markets. Price increases throughout the year were driven by high capacity utilization rates in the US soda ash industry, raw materials cost increases at global synthetic soda ash producers, and a weakened dollar.

1.2.2 Tata Chemicals Europe Ltd. (formerly known as Brunner Mond Europe) Tata Chemicals Europe Ltd. (TCEL), which includes 3 months of sales from its recently acquired salt operation of British Salt Ltd. achieved sales turnover of GBP 167 million (Rs. 1,185 crores) registering a decline of 12% over the previous year. EBITDA was down to GBP 21 million (Rs. 148 crores). Soda ash production volumes and increased carbon prices were the two main causes of the fall in EBITDA compared to previous year of GBP 33 million (Rs. 251 crores).

Soda Ash

Soda Ash production was 783,671 MT down by 5% compared to previous year. The two main issues were carbon supply problems for the kiln operations and much more importantly, the result of extreme winter weather suffered in December/January which resulted in soda ash production volumes being severely impacted in 3rd and 4th quarters of the year while major repairs were completed. Production levels are now returning to normal levels.

Sodium Bicarbonate

Sodium bicarbonate production and sales were 99,447 MT and 99,741 MT respectively, a 11% increase over previous year as the new production facility grew its output in line with the growth plan.

Salt

The 3 months of British Salt Ltd.s operation generated Sales of GBP 11 million (Rs.78 crores) and EBITDA of GBP 4 million (Rs. 30 crores) ahead of forecasts made at the time of acquisition.

1.2.3 Tata Chemicals Magadi Limited, Kenya (formerly known as Magadi Soda Company Limited) Turnover during the year was at USD 97 million (Rs. 442 crores) as against USD 91.08 million (Rs. 432 crores) of previous year, registering an increase of 7%. Sales of Standard Ash (SAM) declined during the year mainly due to increased competition in the South African Market from American soda ash producers and loss of a major customer in the last quarter of the year. The markets showed a strong recovery in the

Tata Chemicals Limited

second half of the period and the company renegotiated new prices with the customers in the fourth quarter of the year. Premium Ash (PAM) sales increased in both quantities and prices. This was due to improved production from the PAM plant in the period as well as a growing demand in the Asian market particularly India and Middle East.

Combined sales volumes for both PAM and SAM were 482,731 tonnes compared to 455,928 tonnes for the previous year, an increase of 6%. The EBITDA was decreased by 28% to USD 9 million (Rs. 41 crores) from USD 12 million (Rs.57 crores) for the previous year. This is attributable to higher production costs arising from higher HFO prices and adverse PAM plant fuel efficiencies.

Going forward, the company is focused on plant optimization through initiatives such as Lean Six Sigma, Magadi Return To Excellence (MRTE) and stringent cost control measures as well as cash conservation.

2. FERTILISER SEGMENT

TCL has significantly grown in Agri space over the past few years. With its farm essentials portfolio, the Company has carved a niche in India as a crop nutrients provider. It is a prominent manufacturer of Urea and Phosphatic Fertilisers in India. In addition to the traditional Sales Channel, TCL also operates Retail Outlets under the brand of Tata Kisan Sansar (TKS). TCL has a Joint Venture with IMACID, Morocco for manufacturing of Phosphoric Acid with 33% stake. With the acquisition of Metahelix Life Sciences by Rallis India, a subsidiary of the Company, TCL moved a step ahead to become an integrated Agri solution provider.

2.1 CROP NUTRITION BUSINESS

Crop Nutrition business comprises of Nitrogenous Fertilisers i.e. Urea manufactured at Babrala Plant and Phosphatic Fertilisers like DAP, NPK, SSP manufactured at the Haldia plant. In addition to these, the Company imports and sells MOP and DAP and supply other crop nutrition products like Specialty Fertilisers and organic materials. The Crop Nutrition and Agribusiness operations of the Company achieved a turnover ofRs. 3,491 crores during FY 2010-11.

During the year, TCL continued its efforts of establishing itself in the deregulated crop nutrients market while continuing to maintain its position in the core fertiliser business. The Nutrient based subsidy introduced from April, 2010 is aimed at improving agricultural productivity, encouraging balanced use of fertilisers and enhancing customization to suit crop and soil requirements.

Urea

At Babrala, the Plant achieved an annual Urea production of 1,117,153 MT, lower by 114,058 MT compared to previous year. Urea sales quantity declined by 7% in FY 2010-11 due to damage of R-502 convertor and a plant shut down due to floods. Market share of Urea in the FY 2010-11 was 4% as against the previous years figure of 5%. The plant also achieved highest ever accident free Million Man hours of 13.01. The Energy consumption level of plant during the year was 5.26 GCal/MT as against 5.17 GCal/MT of the previous year due to the disruptions mentioned earlier.

DAP / NPK / SSP

The Haldia plant achieved a combined production of 710,379 MT of DAP, NPKs and SSP during the FY 2010-11 against last years production of 675,996 MT. The sales of DAP, NPKs and SSP were 705,384 MT against 704,036 MT last year. Market share of DAP, NPK and SSP were 4.4%, 8.8% and 11% respectively during the year. Haldia site was awarded 5 Star rating (Score of 97%) by British Safety Council. During the year, the Unit signed the Contract Labor Settlement as well as the Long Term Settlement with the unionized staff of the Unit. Government has recently allowed charging market based price for Boronated SSP in line with basic spirit of Nutrient Based Subsidy (NBS).

Imported Products (DAP / MOP)

With the implementation of NBS for NPK/DAP/MOP products, importers/manufacturers have been given free hand to plan their production and imports as per need of the market. This will help in leveraging the best price from international suppliers as well as easy availability of fertilisers in every corner of the country at market price.

Subsequent to the announcement of NBS in the union budget for FY 2010-11, whereby the Company is allowed to fix the MRP for all the Phosphates & Potassic fertiliser, the import in the country has sharply increased. The Company also imported Di -ammonium phosphate and Potassic fertiliser (for direct application) of 278,492 MT and 211,735 MT as against the previous volume of 66,650 MT and 182,072 MT respectively.

Specialty Crop Nutrients and Micro-Nutrients

Keeping customer centricity at the core, the engagement of the Company with the farmers further got strengthened with the introduction of two new products - Seaweed extract and MAP in addition to the existing range of Specialty Fertilisers products like Calcium Nitrate, Zinc Sulphate, Bentonite Sulphur, etc. The Company continued to grow in the specialty fertilisers category with a healthy growth rate. The Companys extensive network of dealers and retailers helped to achieve record sales primarily in north India. The Tata Paras brand continues to enjoy a very high farmer loyalty. The Company aspires to expand its footprints to a national scale.

Customised Fertilisers - A new line of business

TCL entered into a new field of crop and region specific Customised Fertilisers that provides balanced crop nutrition to the soil, boosts the productivity of crops and improves the overall soil health. Branded as "Paras Farmoola", these fertilisers contain macro and micro nutrients required by selected crops in specific regions. They have been designed and developed on the basis of geo-referenced soil, crop and water samples for the Western UP region in North India. Paras Farmoola applications promote sustainable agriculture by maintaining soil health and providing the best nutritional package for better plant growth and premium quality output. Paras Farmoola application increases productivity levels by more than 20% in target crops like Paddy, Wheat, Sugarcane & Potato.

Indias first manufacturing facility for Customised Fertilisers at Babrala with annual capacity of 130,000 MT is expected to be commissioned during FY 2011-12.

2.2 TATA KISAN SANSAR

TCL operates retail outlets under the brand of Tata Kisan Sansar (TKS). It acts as one stop shop where it offers quality agricultural inputs and Agri Solutions such as advice on crops, application services and farming practices etc. TKS centers provide generic as well as store brands of Fertilisers (Urea, DAP, MOP, NPK, etc), Specialty Fertilisers (Zinc sulphate, boron, micronutrients, calcium nitrate, organics, water soluble fertilisers) Seeds (Field crops, vegetable crops), entire range of Pesticides, Cattle feed and Farm implements.

Along with the above mentioned inputs, TCL is providing products of other reputed companies through this retail network which helps farmer to get all nutrients and input under one roof. In addition to above inputs, training is also provided to farmers in context to nutrient and pest management.

TKS also provides services such as soil and water testing, contract farming, seed production, application services and advisory services. On relationship building front, TCL provides Farmer membership (individual & group), Accident insurance to members, Farmer meets and Crop seminars.

During the year, continuous impetus has been laid upon stabilizing Supply Chain and improving the look of the Branded TKS Outlets.

3. OTHER AGRI INPUTS

Rallis India Limited (Rallis)

Rallis Crop Protection Chemicals business performed well overall. Rallis posted a sales turnover of Rs. 1,047 crores during the year registering a growth of 20% over the previous year figure of Rs. 875 crores. Profit Before Tax was higher by 21% at Rs. 184 crores with the highest ever net profit of Rs. 126 crores which is 25% growth over last year.

The Domestic Formulation business registered a growth of 20% over the previous year, driven by an excellent performance of the key brands. The International Business Division registered an increase of 34% in sales as compared to the sales during FY 2009-10 and it comprised 23% of the total revenues of the company during the year.

During the year, Rallis has acquired a 60.21% stake in Metahelix Life Sciences, a research led seeds company. This acquisition will firm up the Companys presence in the entire Seeds Value Chain that comprises breeding, production and marketing of seeds.

4. OTHERS

4.1 Water Purifier Business

TATA SWACH water purifier which was launched in 2009 has been accepted very well in the market place. Tata Swach is currently available for sale in more than 12 states including Maharashtra, Karnataka, Andhra Pradesh, West Bengal, Delhi, Uttar Pradesh and other markets across the country. The key components of the Tata Swach unit are being manufactured at the TCL plant in Haldia, West Bengal which has an existing capacity of 1.8 million units per annum. The capacity is being ramped up to meet the expected increase in demand.

The sale of the product as well as those of replacement bulbs have been in line with expectations. In view of the increasing demand of bulbs, a second plant is being commissioned in Nanded, Maharashtra.

4.2 Pulses

During the year, pilot launch of I- Shakti pulses was done in the states of Tamil Nadu and Maharashtra. The pilot was aimed to integrate the strength of the Companys presence in both farm and consumer facing ends of the business. The Company worked closely with farmers helping them to improve the productivity of pulses and also sourced good quality pulses which was marketed through the consumer products distribution network. The consumer response to the pilot launch was favourable and the Company intends to take the branded pulses business national in the coming year.

4.3 Biofuels

As a part of its Biofuels Research and Development Programme using non conventional raw materials, the Company has set-up a bio-ethanol test plant of 30 KLPD at Nanded, Maharashtra. The Company now plans to set up a first generation bioethanol plant based on sugarcane only at Mozambique.

5. JOINT VENTURES

5.1 Indo Maroc Phosphore S.A. (IMACID)

IMACID is a joint-venture company established in Morocco for the purpose of securing supplies of Phosphoric Acid, in which the Company has a 33.33% shareholding, together with two other equal partners, Chambal Fertilizer Company Limited and OCP, Morocco, who are the worlds largest producers of Phosphoric rock and other phosphatic products. IMACID is engaged in the manufacture of phosphoric acid. The Company secures phosphoric acid through supply from IMACID for manufacture of fertilizers.

The cumulative production of Phosphoric acid in this period was 362,842 MT against 416,947 MT of the previous year. The lower production was in line with planning since a major shutdown of the plant had been taken during December Quarter to replace a Boiled and a Super-heater in the Sulphuric Acid plant which had come to the end of their useful life. Major overhauling of other plant and machinery was also undertaken to remove other weaknesses in the plant arising out of continuous operation of the plant.

5.2 Khet-Se Agriproduce India Private Limited

Khet-Se Agriproduce India Private Limited (Khet-Se) is a joint venture (JV) between TCL and Total Produce, Ireland, one of Europes largest fresh produce providers.

During the year, 2010-11, Khet-se achieved a total distribution of 5660 MT against 4077 MT of fresh produce valued at Rs. 9.46 crores against Rs. 7.17 crores in the previous year. Khet-Se brand of Banana is now available with all the major retail chains like Wal- Mart, Spencers, and Reliance as a premium brand. Volume of business for Khet-Se Greens (Vegetables) has doubled during the current year. Key customers for greens are organised retails in Punjab and Chandigarh. This business is yet to achieve the break-even point and the desired level of turnover.

5.3 JOil (Singapore) Pte. Limited (JOil)

JOil, a Jatropha seedling company, is based in Singapore in which the Company holds 33.78% stake. JOil has been set up by the Temasek Life Sciences Laboratory Limited (TLL), Temasek Life Sciences Ventures Pte. Limited (a subsidiary of Temasek Holdings) and other investors in Singapore. JOil will set up commercial seed orchards and tissue culture labs in various locations, to produce and market high yielding Jatropha seedlings. Through this JV, the Company has secured exclusive marketing rights for JOils Jatropha seedlings in India and East Africa and a preferential price for seedlings it requires for its own cultivation of Jatropha.

FINANCE

During the year, the Company issued 1,15,00,000 equity shares ofRs. 10/- each to Tata Sons Limited on a preferential basis, at a price ofRs. 316/- per equity share resulting in an infusion ofRs. 363.40 crores to fund the Companys growth plans.

Despite the increase in the level of working capital and increase in interest rates the Company was able to contain the borrowings at almost the same levels of the previous year and as a result of which net borrowing cost for the year was lower than previous year.

During the year, an amount of GBP 150 million (Rs. 1077 crores) has been raised by the Companys subsidiary, Tata Chemicals Europe Holdings Limited, without recourse to the Company, to finance the acquisition of British Salt and to part refinance the existing loans of Tata Chemicals Europe Limited (formerly known as Brunner Mond).

During the year, the Company and its step-down subsidiary, Homefield Pvt. UK Limited have bought back a part of the USPP notes of USD 50 million (Rs. 223 crores). This is in addition to the USD 50 million (Rs. 225 crores) bought back during F.Y. 2009-10.

During the year, the Companys step-down subsidiary, Tata Chemicals Magadi Limited (formerly known as The Magadi Soda Company Limited) has repaid Shareholders loan to the extent of USD 40 million (Rs. 178 crores).

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Ministry of Corporate Affairs, Government of India has vide Circular No. 2/2011 dated February 8, 2011 granted general exemption subject to fulfillment of certain conditions from attaching the Balance Sheet of the Subsidiaries to the Balance Sheet of the Company without making an application for exemption. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies is disclosed in the Annual Report. The Annual Accounts of these subsidiaries and related detailed information will be made available to any member of the Company/ its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/ its subsidiaries at Registered Office of the Company. The Annual Accounts of the said Subsidiaries will also be available for inspection, as above, at the Head Offices of the respective subsidiary companies.

The Consolidated Financial Statements of subsidiaries and joint-ventures have been prepared in accordance with Accounting Standards 21 and 27 of The Institute of Chartered Accountants of India which forms part of the Annual Report and are reflected in the Consolidated Accounts of the Company.

The consolidated financial results reflect the operations of following Subsidiaries:

Homefield Pvt. UK Limited, UK, the holding company for Tata Chemicals Europe Holdings Limited and Tata Chemicals Africa Holdings Limited and its holding company Homefield International Pvt. Limited, Mauritius.

Valley Holding Inc., US, the holding company for Tata Chemicals North America Inc. (formerly known as General Chemicals Industrial Products Inc.,) US, Gusiute Holdings (UK) Limited, the UK SPV, Wyoming 2 (Mauritius) Pvt. Limited, Mauritius SPV and its holding company, Wyoming 1 (Mauritius) Pvt. Limited.

Grown Energy (Proprietary) Limited, South Africa, the holding company for Grown Energy Zambeze Limitada, Mozambique and its holding company Grown Energy Zambeze Holdings Pvt. Limited, Mauritius.

Tata Chemicals Asia Pacific Pte Limited Singapore, Bio Energy Venture-2 (Mauritius) Pvt. Limited and its holding company Bio Energy Venture-1(Mauritius) Pvt. Limited.

Rallis India Limited

The consolidated financial results reflect the operations of following Joint Ventures:

IMACID to the extent of the Companys 1/3 rd share in the Joint-Venture,

Khet-se Agriproduce India Private Limited to the extent of the Companys 50% share in that Joint-Venture.

JOil (Singapore) Pte. Limited to the extent of 33.78% share in the Joint-Venture.

DIRECTORS

During the year, Mr. Kapil Mehan, Executive Director, resigned from the services of the Company with effect from August 31, 2010 and also ceased to be a Director on the Board of the Company with effect from August 31, 2010. The Board wishes to place on record its appreciation for his valuable contribution during his long association with the Company.

Mr. Nasser Munjee, Dr. Yoginder K. Alagh, Dr. M.S. Ananth, Directors of the Company, are due for retirement by rotation and are eligible for re-appointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis and the Corporate Governance Report together with the Auditors Certificate on compliance with the conditions of Corporate Governance as laid down forms part of the Annual Report.

INFORMATION TECHNOLOGY

As part of the Companys efforts to unify the IT platform across the Company and its subsidiaries, SAP was implemented at Tata Chemicals Magadi Limited which went live in January 2011 and will now be followed by other overseas subsidiaries. Further, as part of the global rebranding exercise all overseas subsidiaries of the Company have migrated to a common email platform hosted from the Mumbai server. To comply with the impending IFRS legislation system, configuration changes are in progress to get financial statements as per IFRS.

AWARDS AND RECOGNITIONS

The Company during the year has won many awards some of which are listed below:

Quality

Sustained Excellence Award at JRDQV 2010

Corporate Sustainability and SHE

"ICC" award for Excellence in Management of Safety, Health and Environment 4th in top ten Carbon Disclosure Leadership Index in CDP2010 - India 200 report CII ITC Sustainability Awards for TCL Babrala and Mithapur Serious Adopters of Affirmative Action by Tata Group Gujarat Safety Council Award for TCL, Mithapur

Communications

Gold Quill Awards for Excellence in Communications

11 ABCI National Awards and Star Communicator Company of the year for Corporate Communications

5 PRCI awards for communication excellence

Finance

Silver ICAI Award for Excellence in Financial Reporting

Product

Tata Salt Hall of Fame award at the Economic Times Brand Equity Survey 2010

Pitch Marketing Award for Tata Swach in the Bottom of the Pyramid category

Gold at IDSA Design Awards for Tata Swach Design

Sniff Award for Tata swach for New Product Innovation in Leapvault Change leadership Awards 2010

Innovation

Global ICIS award for Best Product Innovation - Tata Swach Gold at the Asian Innovation Awards 2010 for Tata Swach

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto as Annexure A and forms part of this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. It is proposed to re- appoint them as Statutory Auditors of the Company for the FY 2011-12. The members are requested to consider their appointment and authorise the Board of Directors to fix their remuneration. The auditors have, under Section 224(1B) and Section 226 of the Companies Act, 1956, furnished certificate of their eligibility for the appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

ii) they have in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments 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 viz., March 31, 2011 and of the profit of the Company for the year ended on that date;

iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for their continued support and co-operation by Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge the support extended by the Companys Unions and all the employees for their dedicated service.

On behalf of the Board of Directors

RATAN N. TATA

Chairman

Mumbai

Date: May 23, 2011

Mar 31, 2010

The Directors hereby present their seventy first Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2010:

FINANCIAL RESULTS

Rupees in crores

Particulars Standalone Consolidated

2009-10 2008-09 2009-10 2008-09

Total Income....... 5669.47 8525.55 9712.60 12832.61

Profit before Depreciation, Impairment & Exceptional items... 883.60 883.78 1613.07 1551.49

Less : Depreciation and Impairment........ 187.19 131.19 481.68 541.86

(Add)/ Less : Exceptional items...... 108.28 92.32 198.49 92.31

Profit before tax...... 588.13 660.27 932.90 917.32

Tax ................. 153.35 208.22 209.32 157.51

Profit after tax....... 434.78 452.05 723.58 759.81

Minority Interest...... - - 131.14 111.71

Share of Profit in Associates............. - - 13.47 -

Profit Attributable to shareholders........... 434.78 452.05 605.91 648.10

Add:

Balance in Profit and Loss Account........... 1733.32 1574.10 2081.15 1728.46

Amount available for Appropriation.......... 2168.10 2026.15 2687.06 2376.56

Appropriations -

(a) Proposed Dividend... 218.93 211.65 218.93 211.65

(b) Tax on Dividend..... 36.36 35.97 37.11 35.97

(c) General Reserve.... 43.48 45.21 53.58 45.21

(d) Legal Reserve...... - - 2.48 2.58

(e) Balance Carried forward.................1869.33 1733.32 2374.96 2081.15

2168.10 2026.15 2687.06 2376.56

Exceptional items include notional exchange loss/ (gain) on restatement of long term borrowings and restructuring cost of overseas operations.

DIVIDEND

For the year under review, the Directors have recommended a dividend of Rs.9.00 per share (Rs. 9.00 per share for the previous year), on the Equity shares of the Company, aggregating to Rs. 255.29 crores (including Dividend Tax).

PERFORMANCE REVIEW

The year 2009-10 was a very challenging year for the Company, in view of the overall economic downturn during the year. The Project ADAPT (Action for Downturn Alleviation for Profit in Turbulent Times) initiated by the Company with objectives of conserving cash, EBITDA improvement and meeting debt covenants was highly successful and delivered its objectives.

Tata Chemicals LimitedÃs (TCL or the Company) operation is organized under two segments i.e. Inorganic Chemicals and Fertilisers. Industrial Chemicals and Consumer Products are part of Inorganic Chemicals segment. Crop Nutrition and Agri-Business are part of Fertiliser Segment. Performance review of these businesses is as under:

1. INORGANIC CHEMICALS SEGMENT

1.1 INDUSTRIAL CHEMICALS

1.1.1 INDIA OPERATIONS:

During the year, Industrial Chemicals in India achieved sales of Rs.1,307.95 crores compared to sales of Rs. 1,538.13 crores in the previous year. The year witnessed a drop of 12% in Gross Sales Realisation (GSR) of Soda Ash (GSR in current year Rs. 13,690/ MT compared to previous year Rs. 15,548/MT), due to downward price revisions caused mainly by Chinese imports. Despite the severe challenges on the global economic front, demand for soda ash grew at a robust 8% in India. Significant dumping of soda ash from China compelled the industry association to seek Government intervention as a result of which safeguard duty was imposed on imports from China. Sodium bicarbonate continued to experience robust demand and the year ended with record sales being achieved by TCL.

Soda Ash

Healthy growth of soda ash industry in FY2009-10 was driven by double digit growth of the detergent segment which is the predominant sector that uses soda ash in India. During the second half of the year, pipeline inventories in the glass industry were liquidated and demand began to pick up. The sector sent out mixed signals regarding future prospects; however, overall sentiment leaned towards positive.

While both prices and raw materials costs declined during the year, on balance, the soda ash industry had to reduce its prices more than the price corrections in their raw materials. We expect this situation to continue going forward, at least in the near term.

The CompanyÃs domestic production of soda ash for the year under review at 695,721 MT was marginally higher compared to the previous year. The Company achieved sales of 675,481 MT of soda ash during the year, which was 0.76% higher than the previous year.

Sodium Bicarbonate

During the year, the Company achieved the highest ever Sodium Bicarbonate production of 71,804 MT which was 13% higher than in the previous year. Sales at 71,071 MT were 11% higher than the previous year for a product which till now has been relatively insulated from the slowdown. In Financial Year 2010-11, TCL launched its AlkakarbÃÂ®, branded bicarbonate in the Indian market, aimed at animal feed application. Over a period of time, as the domestic market matures and grows, the Company will introduce all the other brands in its portfolio in India produced in its state-of-the-art plant in the UK.

Cement

TCLsÃ cement plant was set up in 1993 to handle solid wastes generated as by-products of soda ash manufacture. The Company uses technology to separate solid effluents and process them into Ordinary Portland Cement (OPC) and Masonry Cement. During the year, the cement unit concentrated on establishing masonry cement in the local market in Gujarat. TCL is the only producer of masonry cement in India. Masonry cement is used for preparing bricklaying mortars used in home construction. Masonry cement production will enable the Company to convert its fly ash (generated in the power plant) into a useful building material. Production and sales of cement, including masonry cement, during the year is 453,901 MT and 448,685 MT respectively, as against 405,325 MT and 390,340 MT in the previous year.

1.1.2 OVERSEAS OPERATIONS

1.1.2.1 General Chemicals Industrial Products Inc., USA. (GCIP)

During the year, GCIP achieved gross sales of USD 371 million (Rs.1,759.55 crores). Despite the recession in the US and Canada, volumes and pricing to these markets were only down slightly at 1.62% and1.80%, respectively, compared to past year. Export volumes started the year at approximately half of historic levels due to the global economic recession and attempts by Chinese suppliers to increase market share. During the year, GCIP took advantage of its low global delivered cost position to recapture lost volume in all markets. As the global economy improved in the second half of the year, GCIP was well positioned to capture the increased export demand, thus returning to its pre-recession operating rate.

GCIP volumes during the year totaled 2,181,990 MT, 1.62% lower than the previous year total of 2,218,084 MT. Prices fell through the year but began to recover in spot markets, such as Asia, starting in the fourth quarter of the year.

1.1.2.2 Brunner Mond - Europe

Brunner Mond Europe achieved sales turnover of GBP 177.81million (Rs. 1,343.47 crores) registering a decline of 6.2% over the previous year. However, there is an increase in EBITDA by 13.3% as compared to previous year to a record GBP 24.76 million. This was achieved by better value management, reducing our costs with the closure of Delfzijl Plant and containment of fixed costs in the UK.

Soda Ash

Soda ash production in UK at 825,000 MT was 9% below the prior year record production level. This was largely due to accommodating the Delfzijl operation as negotiations for closure were carried out and in addition due to lack of demand. The significant price increases achieved in Europe during 2008-09 were reversed to a large extent in mainland Europe but only unwound a little in the UK during the past twelve months. Prices are lower going into 2010 -11 on the back of increased competition.

Sodium Bicarbonate

UK bicarbonate production was 85,700 MT from the two UK factories. This represented an increase in UK bicarbonate manufacture of 13% as a new plant was brought into operation during the year. Sales were also a record at just over 90,000 MT. The closure of Delfzijl shifted all demand onto the UK plants. Price and demand for sodium bicarbonate continues to demonstrate resilience with growing demand and increasing prices in a difficult environment.

1.1.2.3 Magadi Soda Company, Kenya.

The impact of the global economic downturn coupled with severe competition in its export markets resulted in total sales value dropping by 30 % from USD 130.9 million (Rs. 602.33 crores) to USD 91.81 million (Rs. 435 crores). This resulted in a lower EBITDA of USD 14.45 million largely due to lower sales revenue, high production costs and high depreciation costs associated with the new Premium Ash Plant (PAM). Similarly profit after tax also dropped from USD 0.56 million (Rs. 2.58 crores) to negative USD 9.64 million (Rs.- 45.72 crores).

Although the combined sales of both Standard Ash (SAM) and Premium Ash (PAM) declined only marginally by 1.5% from 463,000 MT to 456,000 MT, the major adverse impact on the performance of the Company was caused by significant reduction in soda ash prices in export markets due to a glut in availability of the product. This situation prevailed mainly in the first 3 quarters of the year. Profitability of the Company was greatly affected as a result of high fuel and electricity costs, further exacerbated by poor PAM plant utilization.

Going forward however, the Company is very focused on cost reduction and cash conservation measures as well as raising prices and volume of its products in the export markets.

1.2 CONSUMER PRODUCTS:

1.2.1 Salt and Related Products

Consumer Products demonstrated robust performance during the year 2009-10 by leveraging its distribution system and strong brand equity.

Iodized Salt production in Mithapur reached its highest ever level of 592,376 MT in 2009-10, up by 12% from 534,452 MT in 2008-09.

Overall sales grew by 13.35% from 664,523 MT in 2008-09 to 753,255 MT in 2009-10. Tata Salt grew by 10.90% in volumes from 490,025 MT in 2008-09 to 543,441 MT in 2009-10. I-Shakti registered a volume growth of 24.30% from 151,205 MT in 2008-09 to 187,949 MT in 2009-10. Amongst the major brands, I- Shakti has now become the most distributed brand after Tata Salt with a reach of 4.56 lacs retail outlets. The CompanyÃs market share of its salt portfolio has increased to 59% in the National Branded Salt segment, up from 57% in 2008-09.

I-Shakti Cooking soda sales showed an encouraging growth of 61.68% with sales of 623 MT in 2009-10 as compared to 385 MT in 2008-09.

Sales turnover of the business grew by 23.62% from Rs. 525.17 crores in 2008-09 to Rs. 649.22 crores in 2009-10.

Consumer Products continues its journey of innovation by new product development through salt variants, bi-carbonate based products and in other categories which are in various stages of development.

1.2.2 Water Purifier Business

With an objective to reduce the incidence of water borne diseases by making safe drinking water accessible to all, the Company during the year launched a nanotech water purifier which uses natural materials and cutting edge nanotechnology under the brand name ÃTata SwachÃ. The key component of the Tata Swach water purifier is its cartridge, the Tata Swach Bulb. This bulb runs on its unique patented TSRF technology, around which 14 patents have been filed so far.

The product has been launched in Maharashtra and Karnataka. Initial consumer feedback suggests Tata Swach has been adopted mostly by non-users, those who couldnÃt afford water purifiers earlier mainly due to affordability reasons. Despite being a lean season for water purifiers, the product has managed to grow the market and clocked significant volumes within 3 months.

2. FERTILISER SEGMENT

TCLÃs presence in Fertiliser Sector comprises of three business units - Crop Nutrition (manufacturer & marketer of crop nutrients), Agri-business through the Tata Kisan Sansar retail network (one stop farm centers offering quality agricultural inputs and agri solutions) and a joint venture in Morocco for manufacture of Phosphoric Acid.

2.1 CROP NUTRITION

Crop Nutrition comprises of sales of Urea, DAP, NPK, SSP manufactured at the CompanyÃs Babrala and Haldia plants. Additionally, the Company imports and sells MOP and DAP and supplies other crop nutrition products like Specialty Fertilizers and organic materials. The Crop Nutrition and Agribusiness operations of the Company achieved a turnover of Rs. 3,543.68 crores during FY 2009-10.

During the year TCL continued its efforts of establishing itself in the deregulated crop nutrients market while continuing to maintain its position in the core fertiliser business. The business environment was further shored up with an announcement by the Government of India of policy shift away from product based subsidy to a nutrient based one effective from April 2010. The Nutrient Based Subsidy scheme is aimed at improving agricultural productivity, encouraging balanced use of fertilizers and enhancing customization to suit crop and soil requirements. The business expanded its area of operations to new domestic geographies like J & K and Maharashtra through its specialty fertilizer range of products.

In order to improve liquidity the business focused on conserving cash through operational initiative was launched across the length of the Business. The entire sale of bulk fertilizers was done on cash & carry basis with no discounts and the business also concentrated on improving internal efficiencies to further improve the cash flow with regard to submission and realization of subsidy claims.

Urea

At Babrala, post debottlenecking, the plant achieved the highest annual Urea production of 1,231,211 MT, higher by 210,520 MT compared to previous year, including 240,000 MT of neem coated Urea which was 21% higher than the previous year. TCL urea sales registered a growth of 15% in 2009-10. This helped the Company to increase the Urea market from 4% (previous year) to 5% in this year. The plant also achieved highest ever accident free Million Man hours of 11.46.The plant reduced its energy consumption level to 5.17 GCal/MT against 5.33 GCal/MT of the previous year.

DAP / NPK / SSP

The Haldia plant achieved a combined production of 675,996 MT of DAP, NPKs and SSP during the year 2009-10 against last yearÃs production of 691,848 MT. The sales of DAP, NPKs and SSP were 704,036 MT against 705,217 MT last year. Sales of phosphatic fertilizer were fractionally lower by 0.16% than the previous year. Haldia site was awarded 4 Star rating (Score of 89%) by British Safety Council. Operations at Haldia were adversely affected by political turmoil in the industrial belt for the past 8 months. At the site there was strike for 34 days in the months of Feb-Mar 2010 due to contract labor unrest.

Imported Products (DAP / MOP)

India augments its domestic requirements by importing more than 25% of its requirement of finished fertiliser. In order to fulfill the requirements of key fertilizers for its customers, the Company also imported 248,722 MT which was 47% less than the previous year. This reduction in imports was prima facie due to delay by the Government of India in fixing the price of MOP and lack of clarity on subsidy. The Company was cautious in its approach in importing during the year.

Specialty Crop Nutrients and Micro-Nutrients

With the focus on expanding the CompanyÃs engagement with the Indian farmer, the Company continued to expand its offerings to include in addition to its range of specialty fertilizers of Calcium Nitrate, Zinc Sulphate, Bentonite Sulphur etc, new products like Boron foliar application, Zinc EDTA and Sulphate of Potash. Sales of specialty products grew by 56% to Rs. 125 crores in the year 2009-10. The CompanyÃs extensive network of dealers and retailers helped it achieve record sales. The Tata Paras brand continues to enjoy a very high farmer loyalty.

2.2 TATA KISAN SANSAR (TKS)

Tata Kisan Sansar is a service offering from the Company of agri-inputs and service solutions focused on improving farm income. The Company is evolving this into a partnership model that co-creates value with farmers. TKS outlets offer a variety of services and have become a trusted interface, providing a variety of farming solutions, such as advice on crops, information on weather and market prices, application services and farming practices, contract farming arrangements and market linkages for agricultural produce. Over 673 TKS outlets are operational in seven states in the Northern and Eastern regions of the country. 2009-10 has been a period of consolidation for the network, stabilizing the supply chain while significantly improving the value offered through and also improving the look of branded TKS outlets. The sales of Value Added Offerings (VAO) through the TKS grew to Rs. 122 crores which was 21% higher than previous year.

Several offerings from other Tata Group Companies viz. Rallis, Tata Steel and Tata Agrico are now made available through TKS outlets strengthening the TATA Brand presence in rural India. At the same time, this interface has improved engagement with end users and augmented our knowledge and understanding of the business. Deep insights into the issues and problems of rural India would be extremely helpful in charting out strategies for the future. This business achieved a turnover of Rs. 212 crores in 2009-10.

2.3 INDO MAROC PHOSPHORE S.A. (IMACID)

The Company holds 1/3rd shareholding in a joint venture in IMACID, a Morocco based company towards the objective of securitization of Phosphoric acid supply.

Overall performance of IMACID plant operation was satisfactory in the period April-2009 to March-2010. The cumulative production of Phosphoric acid in this period was 416,947 MT against 277,913 MT of the previous year. Comprehensive jobs have been planned out in the forthcoming plant turnaround in third quarter of 2010-11 to remove key weaknesses in the plant by replacing plant and machinery which have come to the end of their useful life or those equipments which are underperforming.

3. OTHERS (RALLIS INDIA LIMITED)

During the year Company has acquired 5,362,923 shares of Rallis India Limited (Rallis). By virtue of such acquisition, the shareholding of the Company in Rallis has gone up to 50.06% and thereby making Rallis as its subsidiary with effect from 9th November, 2009.

Rallis posted a sales turnover of Rs. 937 crores during the year registering a growth of 3% over the previous year figure of Rs. 911 crores. Profit before tax was higher by 42% at Rs. 153 crores with the highest ever net profit of Rs. 101.5 crores which is 41% growth over last year.

4. NEW BUSINESSES

4.1 KHET-SE AGRIPRODUCE INDIA PRIVATE LIMITED - Fresh Produce business

In January 2007, Khet-Se Agriproduce India Private Limited, (Khet-se) a 50:50 joint-venture (JV) between TCL and Total Produce, Ireland, one of EuropeÃs largest fresh produce providers, was formed. This JV was formed with the objective of bridging the gap between producer and end consumer in fresh produce business, significantly increase efficiencies, improve shelf-life and reduce product loss in the supply chain.

Operations of Khet-Se began in May 2008 with the launch of its first state-of-the-art procurement and distribution facility for fresh fruits and vegetables at Malerkotla, Punjab.

During the year Khet-se achieved a total distribution of 4077MT against 3660 MT of fresh produce valued at Rs. 7.17 crores against last year Rs. 3.70 crores. The year 2009-10 has been a positive and fruitful for Khet-Se in many areas, especially in development of sourcing expertise, creating a Banana brand and building exports experience for Grapes.

4.2. BIOFUELS

As a part of its Biofuel Research and Development Programme using non conventional raw materials, the Company has set-up a bio-ethanol test plant of 30 KLPD at Nanded, Maharashtra. The Company is now setting up second generation Biofuel Research and Development facilities in co-ordination with renowned Scientific bodies and universities.

SUBSIDIARIES & JOINT VENTURES

Ministry of Corporate Affairs, Government of India has granted approval that the requirement to attach various documents in respect of subsidiary companies, as set out in sub-section (1) of Section 212 of the Companies Act, 1956, shall not apply to the Company. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said approval, is disclosed in the Annual Report. The Annual Accounts of these subsidiaries and related detailed information will be made available to any member of the Company/ its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/ its subsidiaries at the Registered Office of the Company. The Annual Accounts of the said Subsidiaries will also be available for inspection, as above, at the Head Offices of the respective subsidiary companies.

The Company has increased its shareholding in Rallis India Limited to 50.06% during the year thereby making Rallis as its subsidiary with effect from 9th November, 2009.

The Consolidated Financial Statements of subsidiaries and joint-ventures have been prepared in accordance with Accounting Standards 21 and 27 of The Institute of Chartered Accountants of India which forms part of the Annual Report and are reflected in the Consolidated Accounts of the Company.

Subsidiaries:

The consolidated financial results reflect the operations of following subsidiaries:

Brunner Mond Group Limited (BMGL), Homefield Pvt. UK Limited, the UK SPV, and its holding company, Homefield International Pvt. Limited, Mauritius.

Valley Holding Inc., US, the holding company for General Chemical Industrial Products Inc., US, Gusiute Holdings (UK) Limited, the UK SPV, Wyoming 2 (Mauritius) Pvt. Limited, Mauritius SPV, and its holding company, Wyoming 1 (Mauritius) Pvt. Limited.

Bio Energy Venture-1( Mauritius) Pvt. Limited, its 100% subsidiaries Bio Energy Venture-2 ( Mauritius) Pvt. Limited and Tata Chemicals Asia Pacific Pte. Limited.

Rallis India Limited

Joint Ventures:

Indo Maroc Phosphore S.A., (IMACID)

IMACID is a joint-venture company established in Morocco for the purpose of securing supplies of Phosphoric Acid, in which the Company has a 33.33% shareholding, together with two other equal partners, Chambal Fertilizer Company Ltd., and OCP, Morocco, who are the worldÃs largest producers of Phosphoric rock and other phosphatic products. IMACID is engaged in the manufacture of phosphoric acid. The Company secures phosphoric acid through supply from IMACID for manufacture of fertilizers. The details of the operations are dealt with in detail, elsewhere in this report.

Khet-se Agriproduce India Private Limited, (Khetse)

Khetse, a 50 : 50 Joint Venture between the Company and Total Produce, PLC , Ireland, has been set up for the business of sourcing and distribution of fresh fruits and vegetables. The details of the operations are dealt with in detail, elsewhere in this report.

JOil (Singapore) Pte. Ltd. (JOil),

JOil, a Jatropha seedling company based in Singapore in which the Company holds 33.78% stake. JOil has been set up by the Temasek Life Sciences Laboratory Ltd. (TLL), Temasek Life Sciences Ventures Pte. Ltd. (a subsidiary of Temasek Holdings) and other investors in Singapore. JOil will set up tissue culture labs in various locations, and market Jatropha seedlings produced by using the micro-propagation technology developed by TLL. Through this JV the Company has secured exclusive marketing rights for JOilÃs Jatropha seedlings in India and East Africa and a preferential price for seedlings it requires for its own cultivation of Jatropha.

The consolidated financial results reflect the operations of:

IMACID, to the extent of the CompanyÃs 1/3 rd share in the Joint-Venture,

Khet-se Agriproduce India Private Ltd. to the extent of the CompanyÃs 50% share in the Joint-Venture.

JOil (Singapore) Pte. Ltd. to the extent of 33.78% share in the Joint-Venture.

Alcad to the extent of 50% share in the Joint-Venture.

Kemex B. V to extent of 49.99% share in the Joint-Venture.

FINANCE

During the year, the Company raised Unsecured Debentures for general corporate purpose with bullet repayment at the end of 10 years of Rs. 250 crores and repayments at the end of 2 years of Rs. 150 crores. The Company has also raised an Unsecured Loan (Loan against FCNR- (B) ) of $ 25 million with bullet repayments at the end of 2 years.

During the year the Company and its stepdown UK subsidiary, Homefield Pvt UK Ltd have prepaid a part of the USPP notes of USD 50 million and consequently Homefield Pvt UK Ltd has raised a loan of USD 44 million which was backed by a Corporate Guarantee from Tata Chemicals Ltd.

The Foreign Currency Convertible Bonds (FCCB), issued in January 2005 amounting to USD 150 million, were converted to the extent of USD 42.756 million (previous year USD 6.2 million) during the year out of the total outstanding of USD 43.91 million. The balance of USD 1.15 million was paid on due date of 1st February, 2010.

During the year the balance of Fertilizer bonds of Face Value of Rs. 502.79 crores were sold realising a gain of Rs. 6.37 crores over the marked to market value of last year.

DIRECTORS

Dr. Y.S. P Thorat has been appointed as an Additional Director on the Board with effect from January 8, 2010. He holds a Doctorate in Economics and degrees in Political Science and Law and served Reserve Bank of India since 1972 to 2003 at various capacities including as Executive Director. He has also served NABARD as Managing Director from 2004 and appointed as the Chairman of NABARD in 2006 and served until November 2007. In accordance with the provisions of the Companies Act, 1956, resolution seeking approval of the members for his appointment has been incorporated in the Notice of the ensuing Annual General Meeting and the Explanatory Statement thereto.

During the year, Mr. Arun Nath Maira ceased to be a Director with effect from July 22, 2009 in view of his appointment on the Planning Commission. The Board wishes to place on record its appreciation for his valuable contribution during his association with the Company.

Mr. Ratan N. Tata, Mr. Nusli N. Wadia, Mr. Prasad R. Menon , Directors of the Company, are due for retirement by rotation and are eligible for re-appointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis, the Corporate Governance Report, together with the AuditorsÃ Certificate on compliance with the conditions of Corporate Governance as laid down, forms part of the Annual Report.

INFORMATION TECHNOLOGY

During the year 2009-10 the Company conducted a Value Engineering exercise with SAP as our partner. This exercise was conducted across the Company to prepare a three year IT Road map as well as leverage the existing investments in SAP ECC 6.0. The Company launched a project to unify IT platform across TCL and its subsidiaries to exploit the advantages offered by a unified IT platform in our improving overall effectiveness and efficiency.

AWARDS AND RECOGNITIONS

The Company during the year have won many awards some of which are listed below: >- RC 14001- 2005 certification for Urea Business.

>- TATA SALT ÃMost Trusted Food Brand Ã in Brand Equity Economic Times Survey 2009.

>- Bombay Chamber Civic Awards 2008 09 for Sustainable Environmental Initiatives.

>- Bombay Chamber ÃGood Corporate Citizen Award 2008-09.

>- ICIS Innovation award 2009 for ÃBest Innovation in Corporate and Social ResponsibilityÃ:

>- FAI Awards for overall performance of an operating Fertiliser Unit for SSP.

>- Environmental Protection Award in the SSP fertilizer plants category.

>- CII-ITC Sustainability Award.

>- Tata Salt Superbrand Award.

>- Gujarat Safety Council Award for TCL,Mithapur.

>- 14 National Awards for excellence in Business Communications at PRCI,ABCI, IDMA,ABBYÃS.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto as Annexure ÃAÃ and forms part of this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies( Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the DirectorsÃ Report. However, having regard to the provisions of Section 219 (1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

AUDITORS

M/s. Deloitte Haskins & Sells and M/S. N. M. Raiji & Co., Chartered Accountants, retire at the ensuing Annual General Meeting.

M/S. N. M. Raiji & Co., Chartered Accountants, have informed the Company that they are not offering for re-appointment as the Auditors of the Company. Therefore, it is proposed that the statutory audit of the Company commencing from Financial Year 1st April, 2010 be conducted by M/s. Deloitte Haskins & Sells, Chartered Accountants.

M/s. Deloitte Haskins & Sells, Chartered Accountants, being eligible, offer themselves for reappointment. It is proposed to re-appoint them as Statutory Auditors of the Company for the year 2010-11. The members are requested to consider their appointment and authorize the Board of Directors to fix their remuneration. M/s. Deloitte Haskins & Sells, Chartered Accountants, have, under Section 224(1B) and Section 226 of the Companies Act, 1956, furnished certificates of their eligibility for the appointment.

DIRECTORSÃ RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

ii) they have in the selection of the accounting policies, consulted the Statutory Auditors and have 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 viz., March 31, 2010 and of the profit of the Company for the year ended on that date;

iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued support and co-operation by Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge the support extended by the CompanyÃs Unions and all the employees for their dedicated service.

On behalf of the Board of Directors

RATAN N. TATA

Chairman Mumbai Date: May 24, 2010

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