COMPLIANCE REPORT ON CORPORATE GOVERNANCE Q4 2023-2024

General information about company

Scrip Code 500800
NSE Symbol TATACONSUM
MSEI Symbol NOTLISTED
ISIN INE192A01025
Name of the entity TATA CONSUMER PRODUCTS LIMITED
Date of start of financial year 01-APR-2023
Date of end of financial year 31-MAR-2024
Reporting Quarter Yearly
Date of Report 31-Mar-2024
Risk management committee Not Applicable

Annexure I

Annexure I to be submitted by listed entity on quarterly basis
I. Composition of Board of Directors
Disclosure of notes on composition of board of directors explanatory  
Whether the listed entity has a Regular Chairperson Yes  
Whether Chairperson is related to MD or CEO No   Disqualification of Directors under section 164 of the Companies Act, 2013  
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] Date of passing special resolution Initial Date of appointment Date of Re-appointment Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Reason for Cessation Notes for not providing PAN Notes for not providing DIN
1 Mr. Chandrasekaran Natarajan ABJPC6349J 00121863 Non-Executive - Non Independent Director Chairperson related to Promoter   02-Jun-1963 No       Active NA   03-Jul-2017 03-Jul-2017     7 0 0 0      
2 Mr. Pathamadai Balachandran Balaji AAEPB3486B 02762983 Non-Executive - Non Independent Director Not Applicable   09-Sep-1969 No       Active NA   08-Aug-2020 08-Aug-2020     2 0 5 0      
3 Mr. Sunil Alaric Dsouza ADTPD0972A 07194259 Executive Director Not Applicable CEO-MD 31-Dec-1967 No       Active NA   04-Apr-2020 04-Apr-2020     1 0 1 0      
4 Mr. Ajit Sukumar Krishnakumar AFKPK0564J 08002754 Executive Director Not Applicable   28-Jul-1976 No       Active NA   01-Nov-2023 01-Nov-2023     1 0 1 0      
5 Mr. Siraj Azmat Chaudhry AAEPC7659K 00161853 Non-Executive - Independent Director Not Applicable   08-Jan-1967 No       Active NA   03-Jul-2017 03-Jul-2022   80.28 5 5 7 2      
6 Mr. Bharat Tilakraj Puri AALPP0839P 02173566 Non-Executive - Independent Director Not Applicable   14-Jun-1961 No       Active NA   07-May-2019 07-May-2019   58.24 2 1 1 0      
7 Mrs. Shikha Sanjaya Sharma ALFPS9244J 00043265 Non-Executive - Independent Director Not Applicable   19-Nov-1958 No       Active NA   07-May-2019 07-May-2019   58.24 5 4 4 0      
8 Mr. Kodumudi Pranatharthiharan Krishnan AAEPK6039K 01099097 Non-Executive - Independent Director Not Applicable   29-Dec-1959 No       Active NA   22-Oct-2021 22-Oct-2021   29.9 2 2 3 1      
9 Mr. David Francis Crean ZZZZZ9999Z 09584874 Non-Executive - Independent Director Not Applicable   13-Dec-1960 No       Active NA   04-May-2022 04-May-2022   22.27 1 1 1 0      

Audit Committee Details

Whether the Audit Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 01099097 Kodumudi Pranatharthiharan Krishnan Non-Executive - Independent Director Chairperson 22-Oct-2021    
2 00161853 Siraj Azmat Chaudhry Non-Executive - Independent Director Member 21-Mar-2018    
3 02173566 Bharat Tilakraj Puri Non-Executive - Independent Director Member 01-Aug-2019    
4 00043265 Shikha Sanjaya Sharma Non-Executive - Independent Director Member 01-Aug-2019    
5 09584874 David Francis Crean Non-Executive - Independent Director Member 01-Apr-2023    

Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00043265 Shikha Sanjaya Sharma Non-Executive - Independent Director Chairperson 01-Aug-2019    
2 02173566 Bharat Tilakraj Puri Non-Executive - Independent Director Member 01-Aug-2019    
3 00121863 Chandrasekaran Natarajan Non-Executive - Non Independent Director Member 06-Jul-2017    

Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00161853 Siraj Azmat Chaudhry Non-Executive - Independent Director Chairperson 01-Aug-2019    
2 07194259 Sunil Alaric Dsouza Executive Director Member 22-Oct-2021    
3 08002754 Ajit Sukumar Krishnakumar Executive Director Member 01-Nov-2023    

Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 02173566 Bharat Tilakraj Puri Non-Executive - Independent Director Chairperson 01-Aug-2019    
2 00043265 Shikha Sanjaya Sharma Non-Executive - Independent Director Member 01-Aug-2019    
3 00161853 Siraj Azmat Chaudhry Non-Executive - Independent Director Member 21-Mar-2018    
4 09584874 David Francis Crean Non-Executive - Independent Director Member 10-Aug-2022    

Annexure 1

Annexure 1
III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory  
Sr Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Notes for not providing Date Whether requirement of Quorum met (Yes/No) Total Number of Directors as on date of the meeting Number of Directors present* (All directors including Independent Director) No. of Independent Directors attending the meeting*
1 31-Oct-2023     true 9 9 5
2 12-Jan-2024 72   true 9 9 5
3 19-Jan-2024 6   true 9 9 5
4 07-Feb-2024 18   true 9 9 5
5 14-Mar-2024 35   true 9 9 5

Annexure 1

IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory  
Sr Name of Committee Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Name of other committee Reson for not providing date Whether requirement of Quorum met (Yes/No) Total Number of Directors in the Committee as on date of the meeting Number of Directors Present (All Directors including Independent Director) No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1 Audit Committee 30-Oct-2023       true 5 5 5 0
2 Audit Committee 11-Jan-2024 72     true 5 5 5 0
3 Audit Committee 07-Feb-2024 26     true 5 5 5 0
4 Audit Committee 13-Mar-2024 34     true 5 5 5 0
5 Nomination and remuneration committee 14-Mar-2024 0     true 3 3 2 0
6 Risk Management Committee 12-Oct-2023       true 4 4 4 0
7 Risk Management Committee 13-Mar-2024 152     true 4 4 4 0

Annexure 1

V. Related Party Transactions
Sr Subject Compliance status (Yes/No/NA) If status is No details of non-compliance may be given here.
1 Whether prior approval of audit committee obtained Yes  
2 Whether shareholder approval obtained for material RPT NA  
3 Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee Yes  
Disclosure of notes on related party transactions  
Disclosure of notes of material transaction with related party  

Details of Cyber security incidence

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter No
Other details of cyber security incidence or breaches or loss of data event  
Number of cyber security incidence or breaches or loss of data event occurred during the quarter  
Sr Date of the event Brief details of the event

Annexure 1

VI. Affirmations
Sr Subject Compliance status (Yes/No)
1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
2 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee Yes
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee Yes
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee Yes
5 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) Yes
6 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
7 The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes
9 Any comments/observations/advice of Board of Directors may be mentioned here:  

Annexure 1

Sr Subject Compliance status
1 Name of signatory Sivasankaran Sivakumar
2 Designation Chief Financial Officer

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I. Disclosure on website in terms of Listing Regulations
Sr Item Compliance status (Yes/No/NA) If status is No details of non-compliance may be given here. Web address
1 Details of business Yes   https://www.tataconsumer.com/about
2 Terms and conditions of appointment of independent directors Yes   https://www.tataconsumer.com/corporate-governance/compliances-and-filings
3 Composition of various committees of board of directors Yes   https://www.tataconsumer.com/about/leadership
4 Code of conduct of board of directors and senior management personnel Yes   https://www.tataconsumer.com/corporate-governance/compliances-and-filings
5 Details of establishment of vigil mechanism/ Whistle Blower policy Yes   https://www.tataconsumer.com/investors/policies
6 Criteria of making payments to non-executive directors Yes   https://www.tataconsumer.com/investors/policies
7 Policy on dealing with related party transactions Yes   https://www.tataconsumer.com/investors/policies
8 Policy for determining 'material' subsidiaries Yes   https://www.tataconsumer.com/investors/policies
9 Details of familiarization programmes imparted to independent directors Yes   https://www.tataconsumer.com/corporate-governance/compliances-and-filings
10 Email address for grievance redressal and other relevant details Yes   https://www.tataconsumer.com/investors/company-information
11 Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances Yes   https://www.tataconsumer.com/investors/company-information
12 Financial results Yes   https://www.tataconsumer.com/investors/shareholder-information/board-meeting https://www.tataconsumer.com/investors/inv_announcements https://www.tataconsumer.com/investors/investor-relations/results-and-presentation/consolidated-results https://www.tataconsumer.com/investors/investor-relations/results-and-presentation/Standalone-results https://www.tataconsumer.com/investors/investor-information/annual-reports
13 Shareholding pattern Yes   https://www.tataconsumer.com/investors/investor-relations/shareholding-pattern
14 Details of agreements entered into with the media companies and/or their associates NA    
15.1 Schedule of analyst or institutional investor meet and presentations madeby the listed entity to analysts or institutional investors simultaneously withsubmission to stock exchange Yes   https://www.tataconsumer.com/investor/events-calendar https://www.tataconsumer.com/investors/investor-relations/results-and-presentation/analyst-presentation
15.2 Audio or video recordings and transcripts of post earnings/quarterly calls Yes   https://www.tataconsumer.com/investors/financial-information/call-transcripts ,https://www.tataconsumer.com/investors/financial-information/earnings-call-recordings
16 New name and the old name of the listed entity NA    
17 Advertisements as per regulation 47 (1) Yes   https://www.tataconsumer.com/investors/inv_announcements https://www.tataconsumer.com/investors/investor-information/letters-sent-to-shareholders
18 Credit rating or revision in credit rating obtained Yes   https://www.tataconsumer.com/investors/investor-information/credit-rating
19 Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year Yes   https://www.tataconsumer.com/investors/investor-relations/subsidiaries/subsidiary-financials
20 Secretarial Compliance Report Yes   https://www.tataconsumer.com/investors/investor-information/secretarial-compliance-report
21 Materiality Policy as per Regulation 30(4) Yes   https://www.tataconsumer.com/sites/g/files/gfwrlq316/files/2024-02/policy-on-materiality-for-disclosure.pdf
22 Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) Yes   https://www.tataconsumer.com/sites/g/files/gfwrlq316/files/2024-02/policy-on-materiality-for-disclosure.pdf
23 Disclosures under regulation 30(8) Yes   https://www.tataconsumer.com/
24 Statements of deviation(s) or variations(s) as specified in regulation 32 NA    
25 Dividend distribution policy as specified in regulation 43A(1) Yes   https://www.tataconsumer.com/investors/policies
26 Annual return as provided under section 92 of the Companies Act, 2013 Yes   https://www.tataconsumer.com/investors/investor-information/annual-returns
27 Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) Yes   https://www.tataconsumer.com/
28 Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updation Yes   https://www.tataconsumer.com/
Disclosure of notes on website in terms of Listing Regulations explanatory  

Annexure II

II. Annual Affirmations
Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is No details of non-compliance may be given here.
1 Independent director(s) have been appointed in terms of specified criteria of 'independence' and/or 'eligibility' 16(1)(b) & 25(6) Yes  
2 Board composition 17(1), 17(1A), 17(1C), 17(1D) & 17(1E) Yes  
3 Meeting of Board of directors 17(2) Yes  
4 Quorum of Board meeting 17(2A) Yes  
5 Review of Compliance Reports 17(3) Yes  
6 Plans for orderly succession for appointments 17(4) Yes  
7 Code of Conduct 17(5) Yes  
8 Fees/compensation 17(6) Yes  
9 Minimum Information 17(7) Yes  
10 Compliance Certificate 17(8) Yes  
11 Risk Assessment & Management 17(9) Yes  
12 Performance Evaluation of Independent Directors 17(10) Yes  
13 Recommendation of Board 17(11) Yes  
14 Maximum number of directorship 17A Yes  
15 Composition of Audit Committee 18(1) Yes  
16 Meeting of Audit Committee 18(2) Yes  
17 Role of Audit Committee and information to be reviewed by the audit committee 18(3) Yes  
18 Composition of nomination & remuneration committee 19(1) & (2) Yes  
19 Quorum of Nomination and Remuneration Committee meeting 19(2A) Yes  
20 Meeting of nomination & remuneration committee 19(3A) Yes  
21 Role of Nomination and Remuneration Committee 19(4) Yes  
22 Composition of Stakeholder Relationship Committee 20(1), 20(2) and 20(2A) Yes  
23 Meeting of stakeholder relationship committee 20(3A) Yes  
24 Role of Stakeholders Relationship Committee 20(4) Yes  
25 Composition and role of risk management committee 21(1),(2),(3),(4) Yes  
26 Meeting of Risk Management Committee 21(3A) Yes  
27 Quorum of Risk Management Committee meeting 21(3B) Yes  
28 Gap between the meetings of the Risk Management Committee 21(3C) Yes  
29 Vigil Mechanism 22 Yes  
30 Policy for related party Transaction 23(1), (1A), (5) ,(6) & (8) Yes  
31 Prior or Omnibus approval of Audit Committee for all related party transactions 23(2),(3) Yes  
32 Approval for material related party transactions 23(4) Yes  
33 Disclosure of related party transactions on consolidated basis 23(9) Yes  
34 Composition of Board of Directors of unlisted material Subsidiary 24(1) Yes  
35 Other Corporate Governance requirements with respect to subsidiary of listed entity 24(2),(3),(4),(5) & (6) Yes  
36 Alternate Director to Independent Director 25(1) Yes  
37 Maximum Tenure 25(2) Yes  
38 Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism 25(2A) Yes  
39 Meeting of independent directors 25(3) & (4) Yes  
40 Familiarization of independent directors 25(7) Yes  
41 Declaration from Independent Director 25(8) & (9) Yes  
42 Directors and Officers insurance 25(10) Yes  
43 Confirmation with respect to appointment of Independent Directors who resigned from the listed entity 25(11) Yes  
44 Memberships in Committees 26(1) Yes  
45 Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel 26(3) Yes  
46 Disclosure of Shareholding by Non-Executive Directors 26(4) Yes  
47 Policy with respect to Obligations of directors and senior management 26(2) & 26(5) Yes  
48 Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity 26(6) Yes  
49 Vacancies in respect Key Managerial Personnel 26A(1) & 26A(2) Yes  
Any other information to be provided - Add Notes  
Annexure II
1 Name of signatory Sivasankaran Sivakumar
2 Designation Chief Financial Officer
Annexure II
III. Affirmations
Sr Particulars Compliance status (Yes/No/NA)
1 The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied Yes
  Any other information to be provided  

Additional Half yearly Disclosure

Applicability of disclosure Applicable
Reason for Non Applicability  
I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below
(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to  
Entity Aggregate amount advanced during six months Balance outstanding at the end of six months  
Promoter or any other entity controlled by them 0 0  
Promoter Group or any other entity controlled by them 2700000000 0  
Directors (including relatives) or any other entity controlled by them 0 0  
KMPs or any other entity controlled by them 0 0  
(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By
Entity Type (guarantee, comfort letter etc.) Aggregate amount of issuance during six months Balance outstanding at the end of six months(taking into account any invocation)
Promoter or any other entity controlled by them 0 0 0
Promoter Group or any other entity controlled by them 0 0 0
Directors (including relatives) or any other entity controlled by them 0 0 0
KMPs or any other entity controlled by them 0 0 0
(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by
Entity Type of security (cash, shares etc.) Aggregate value of security provided during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by them 0 0 0
Promoter Group or any other entity controlled by them 0 0 0
Directors (including relatives) or any other entity controlled by them 0 0 0
KMPs or any other entity controlled by them 0 0 0
(D) Additional Information  
II. Affirmations
Affirmations Compliance Status Company Remarks
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company. Yes  
Name Sivasankaran Sivakumar    
Designation CFO    
Place Bengaluru    
Date 20-Apr-2024    
FY 2023-24 Corporate Governance -> Compliance & filings