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COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE 8 Board Meetings were held during the year, and the gap
Good Governance practices stem from our culture and the between the two meetings did not exceed one hundred and
mindset of the organisation. Your Company considers fair twenty days. The dates on which the said meetings were held
and transparent Corporate Governance as one of its core are given below:
management tenets.
Number of
TCE follows the best governance practices Date of Board Directors Total Number Attendance
present at the
with the highest integrity, transparency and Meetings Board Meeting of Directors (%)
accountability. Strong leadership and effective April 27, 2020 4 4 100
corporate governance practices have been the May 15, 2020 4 4 100
Company’s hallmark inherited from the Tata July 03, 2020 4 4 100
culture and ethos. August 21, 2020 4 4 100

The Company has a strong legacy of fair, transparent and ethical September 01, 2020 4 4 100
governance practices. The Company has adopted a Code of
Conduct for its employees, including the Managing Director. In November 10, 2020 4 4 100
addition, the Company has adopted a Code of Conduct for its January 28, 2021 4 4 100
Non-Executive Directors. March 31, 2021 4 4 100

As per Section 149 of the Companies Act 2013, the Company
doesn’t fall under the requirement of having an Independent The necessary quorum was present for all the meetings.
Director on Board or the Committees like Audit & Risk i. The Directors have made necessary disclosures regarding
Management Committee and Nomination & Remuneration Committee positions in other public companies as of
Committee. Hence, the Code of Conduct for Independent March 31, 2021. None of the Directors are related to each
Directors does not apply to the Company. However, the other.
Company follows the Tata Board and Committee/s Governance
Charter 2015. The Committees, i.e. Audit & Risk Management ii. The names and categories of the Directors on the Board,
Committee, Nomination and Remuneration Committee, their attendance at the Board Meetings held during
Corporate Social Responsibility Committee are functional the year under review and at the last Annual General
in TCE as a good corporate governance practice. The Meeting (“AGM”), name of other listed entities/ public
Company’s corporate governance philosophy has been further companies in which the Director is a Director and the
strengthened through the Tata Business Excellence Model. number of Directorships and Committee Chairmanships
/ Memberships held by them in other Public Limited
Companies as of March 31, 2021, are given hereinbelow.
BOARD OF DIRECTORS Other Directorships do not include Directorships of private
As of March 31, 2021, the Company has 4 Directors. Of the 4 limited companies, foreign companies and companies
Directors, 3 (i. e. 75%) are Non-Executive Directors. The profile registered under Section 8 of the Act. Further, none of them
of the Directors is available on the Company’s website (https:// is a member of more than ten committees or Chairman of
www.tce.co.in/our-leadership/). The Composition of the Board more than five committees across all the Public Companies
conforms with Section 149 of the Act. None of the Directors on in which he/she is a Director.
the Board hold Directorship in more than ten public companies.

Number of Whether Number of Directorships Number of Committee Directorship
Name of the Board Meetings attended last in other Public positions held in other in other
Director Category attended during AGM held on Companies Public Companies Listed Entity
(DIN) FY 2020-2021 24th Sept. 2020 (Category of
(Yes/No) Chairman Member Chairman Member Directorship)
Mr Ashok Sethi Non-Independent,
(Chairman) Non- Executive 8 Yes 0 1 - 5 -
(DIN 01741911)
Mr Amit Sharma Non-Independent,
(Managing Director) Executive 8 Yes 1 1 - - -
(DIN 03212568)

Mr Anjali Kulkarni Non-Independent, 8 Yes - 7 - 7 -
(DIN 06993867) Non- Executive

Mr Sriram Kadiyala Non-Independent,
(DIN 08449772) Non- Executive 8 Yes - - - - -
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