Tata Chemicals Ltd.

TO THE MEMBERS OF TATA CHEMICALS LIMITED

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

DIVIDEND

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

PERFORMANCE REVIEW

The Company has entered into an Agreement with Yara Fertilisers India Private Limited(‘Yara India') to transfer its urea and customised fertiliser business at BabralaUttar Pradesh by way of a slump sale on a going concern basis for a consideration of `2670 crore (subject to certain adjustments) through a Scheme of Arrangement. Finalapproval on the Scheme of Arrangement from the Hon'ble National Company Law Tribunal isawaited. The Effect of the transfer will be reflected in the financial results of theperiod in which the deal is consummated post receipt of all the requisite regulatory andstatutory approvals. Hence urea and customised fertiliser business is classified asdiscontinued operation in the financial statements for the year ended 31 March 2017.

Consolidated:

The consolidated revenue from the continuing operations decreased from ` 15220.23crore to ` 13288.92 crore a decrease of 12.69% over the previous year. Earnings beforeinterest tax depreciation and amortisation (‘EBITDA') from continuing operationshas increased from ` 2091.73 crore to ` 2223.62 crore an increase of 6.31% over theprevious year. Profit before tax from continuing operations has increased from ` 1180.33crore to ` 1456.60 crore an increase of 23.41% over the previous year. Profit after taxfrom the continuing operations has increased from ` 931.95 crore to ` 1099.27 crore anincrease of 17.95% over the previous year. Profit for the year (continuing operations anddiscontinued operation) has increased from ` 1006.16 crore to ` 1234.10 crore anincrease of 22.65% over the previous year. Profit for the year attributable to equityshareholders of the Company has increased from ` 770.58 crore to ` 993.11 crore anincrease of 28.88% over the previous year.

Standalone:

The revenue from the continuing operations decreased from

` 8469.50 crore to ` 6470.92 crore a decrease of 23.60% over the previous year.EBITDA from continuing operations has increased from ` 971.41 crore to ` 984.37 crore anincrease of 1.33% over the previous year. Profit before tax from continuing operations hasincreased from ` 767.12 crore to ` 794.03 crore an increase of 3.51% over the previousyear. Profit for the year (continuing operations and discontinued operation) has increasedfrom

` 666.20 crore to ` 692.71 crore an increase of 3.98% over the previous year.

Tata Chemicals Limited's (‘TCL' or ‘the Company') operation is organisedunder four segments i.e. (1) Inorganic Chemicals comprising Soda Ash Salt SodiumBicarbonate Marine Chemicals Caustic Soda and Cement (2) Fertilisers comprisingFertilisers and other traded products (3) Other Agri-inputs including Rallis IndiaLimited's operations and (4) Others comprising Pulses Spices Water Purifier NutritionalSolutions. 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 basisof ` 3556.83 crore against

` 3638.06 crore in the previous year down by 2.23%.

The Indian Chemical Operations registered another year of healthy financial performancewith profit before tax higher than the previous year in a mixed business environment. Anincreased focus on cost driven through several operational efficiency programs enabledthis performance in an environment characterised by pricing pressures.

The production volumes of all major products; soda ash sodium bicarbonate and saltexceeded previous year levels. However increased imports and domestic capacity additionled to soda ash prices coming under pressure during the year. Operational costs bothfixed and variable cost were kept under strict control. Higher manufacturing volumes andlower costs helped overcome pricing pressure in the market and led to an overallimprovement in the profitability levels.

Soda Ash

In contrast to almost flat demand witnessed in FY 2015-16 the soda ash domestic marketgrew at ~ 7% during the year under review driven by the two key consuming industries ofglass and detergents. The manufacturing volumes at Mithapur also went up marginally from8.10 lakh tonnes per annum to 8.16 lakh tonnes per annum. The soda ash production volumeat Mithapur was supplemented by sourcing from TCL group companies and others leading to atotal sales volume of 7.08 lakh tonnes per annum for the year under review (part of thedomestic 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 domesticsodium bicarbonate market. The demand is estimated to have grown by ~ 7% in FY 2016-17consistent with its long-term growth trend. Sodium bicarbonate production at Mithapur rosefrom 97555 tonnes to 101210 tonnes for the year. Sales volume of 94338 tonnes for theyear under review showed a similar trend which helped the Company maintain its marketshare in excess of 50%. Although sodium bicarbonate prices were under pressure during theyear the Company continues to focus on value-driven growth by expanding its portfolio ofvalue added offerings for high-end applications in the domestic market.

Cement

The business environment for cement continued to remain challenging during the yearwith subdued demand growth and pricing pressures resulting in downward pressure on boththe sales volume and realisations throughout the year. Cement production volumes were at515685 tonnes for the year against 527232 tonnes during the previous year. Cementsales during the year were at 517721 tonnes against 534230 tonnes during the previousyear. However the Company's continued focus on driving profitability in this business bystrict cost control and operating in low freight zones would assist in driving superiorperformance going forward.

Salt

Iodised salt production in Mithapur was 919850 tonnes up by 7.34% over the previousyear. Overall branded salt sales grew by 2.30% over the previous year and stood at1073215 tonnes in FY 2016-17.

Tata Salt grew by 4.27% in sales volume over the previous year to reach sales volume of904158 tonnes in FY 2016-17. It continues to be the largest distributed brand with areach of 16.7 lakh retail outlets across India.

Tata Salt Lite grew by 10.65% in sales volume and achieved volumes of 19619 tonnes inFY 2016-17.

I-Shakti salt continued to address the iodisation movement complimenting Tata Saltwith a sale of 120194 tonnes in FY 2016-17.

1.2.1 Tata Chemicals North America Inc. (TCNA)

TCNA production volumes were higher by 4.43% during the year due to reliabilityprogramme initiated at the site. Sales volumes were higher by 6.11% during the year. TCNAposted gross revenue of US$ 476.11 million (` 3193.48 crore) for the year ended 31 March2017 against US$ 460.47 million (` 3014.66 crore) in the previous year. Revenue increasedduring the year due to higher sales volumes partially offset by adverse sales mix andpricing.

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

Profit before tax and profit after tax and non-controlling interest for the year wereat US$ 67.15 million (` 450.40 crore) and US$ 31.56 million (` 211.69 crore) respectivelyagainst US$ 68.50 million (` 448.46 crore) and US$ 33.48 million (` 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 sodaash sodium bicarbonate and energy businesses as well as British Salt Limited whichcarries on the business of manufacturing and sale of industrial salt.

TCEHL's overall turnover for the year was GBP 180.22 million (` 1578.21 crore) againstGBP 167.40 million (` 1652.93 crore) in the previous year. The group companies maintainedtheir share of UK markets in all key products during the year. Production of soda ash andsodium bicarbonate increased by 2.59% continuing the positive trend seen in recent yearsand accompanied by improved manufacturing efficiencies. Sales volume of soda ash were downby 2.24% sodium bicarbonate up by 5% and salt up by 2.45%. Export sales volume were below2016 levels but margins improved due to the weakness of Sterling against Euro and USDollar. Electricity sales were higher as a result of the full year contribution from thenew steam turbine commissioned in the third quarter of 2016. The businesses also benefitedfrom the successful delivery of the final phase of a fixed cost reduction programme whichwas launched in 2014. The defined benefit pension scheme of Tata Chemicals Europe Limitedwas closed to future accrual in May 2016.

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

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

The profit after tax was GBP 9.07 million (` 79.43 crore) against the loss of GBP 3.66million (` 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 by3.54% and 11.40% respectively.

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

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

The year under review registered a profit after tax of US$ 1.08 million (` 7.22 crore)compared to US$ 10.52 million (` 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. Theprimary activities of the company constitute of trading and holding investments inoverseas subsidiaries. TCIPL is trading soda ash of different grades in South East Asiaand Middle East and also exploring opportunities in allied products in these markets.

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

2. FERTILISER SEGMENT

CROP NUTRITION AND AGRI BUSINESS (CNAB)

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

During the year the CNAB posted sales of ` 2288.33 crore against ` 4113.03 crore inthe previous year. Sales revenue of discontinued operation (urea and customised fertiliserbusiness) for the year was ` 1982.96 crore against

` 2304.07 crore in the previous year.

The unfavourable cost structure at Haldia when compared to imported alternatives aswell as the delay in finalising phosphatic acid prices during first half of the yearimpacted the performance of Haldia plant.

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

Urea

The Urea manufacturing plant at Babrala produced 1213843 tonnes in FY 2016-17 against1230819 tonnes lower by 16976 tonnes compared to the previous year. Lower productionis attributed to 20 days annual turnaround. The specific energy consumption level of theplant was 5.164 GCal / tonnes against 5.170 GCal / tonnes in the previous year.

Complex Fertilisers (DAP / NPK / SSP)

The Phosphatic fertilisers manufacturing facility at Haldia achieved a combinedproduction volume of 495299 tonnes of DAP NPKs and SSP during the year against theprevious year's production of 666731 tonnes lower by 25.71%. This was primarily due tonon-finalisation of phosphaticacidpricesinthefirsthalfandpartialshutdownfor re-routing ofthe Ammonia pipeline. The Ammonia Pipeline shifting project has been successfullycompleted.

The sales of DAP NPKs and SSP from the Haldia plant was 518020 tonnes against725852 tonnes in the previous year down by 28.63%.

Imported Products (DAP / MOP)

To fulfill market demand the Company sold 208820 tonnes of imported DAP during theyear against 415145 tonnes in the previous year. Considering the price volatility andexchange rate fluctuations the Company has reduced its exposures to DAP imports. MOPsales were at 83107 tonnes against the previous year's sale of 110986 tonnes.

Specialty Crop Nutrients and Agri Inputs

During the year Specialty Crop Nutrients and other Agri Inputs recorded revenues of `527.92 crore against

` 689.34 crore in the previous year.

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

Customised Fertilisers

The customised fertiliser manufacturing plant at Babrala manufactures three grades offertilisers applicable to Paddy Potato and Sugarcane. The sales of customised fertilisersduring the year were 16461 tonnes against 23327 tonnes in the previous year. Customisedfertiliser being a new concept needs to be promoted in a phased manner and will graduallygain acceptance.

3. OTHER AGRI INPUTS

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

3.2 Rallis India Limited (Rallis)

Rallis achieved a total revenue of ` 1782.98 crore compared to ` 1627.79 crore in theprevious year. The Company's profit before exceptional items and tax was

` 221.56 crore compared to ` 186.11 crore in the previous year registering an increaseof 19%. Exceptional items of ` 158.39 crore comprises profit on assignment of leaseholdrights to a plot of land in the MIDC area Turbhe Navi Mumbai. Rallis earned a net profitof ` 138.68 crore (excluding exceptional item of ` 158.39 crore) down 5.72% compared to anet profit of ` 147.09 crore in the previous year.

Rallis' Domestic Formulations Business achieved a revenue growth of 8% during the yearwith a higher increase in the underlying volume growth. In response to market changes andto meet farmers' expectations for advanced chemistries and new technologies the unitintroduced three new products during the year; Epic an improved and advanced WaterDispersible Granules (WDG) formulation of Hexaconazole launched in paddy; Summit anadvanced new generation insecticide Effect ive against thrips and almost all caterpillarpests; and Neonix the first ever seed treatment product in India to control both soilinsects and soil borne diseases in groundnut and wheat crops.

Rallis' International Business division achieved a revenue growth of 10.19% during theyear growing to ` 440.83 crore against ` 400.05 crore for the previous year. Ten newregistrations were obtained during the year and the company commercialised three productsin different geographies. In agri services sales of GeoGreen increased by about 10% overthe previous year. A new product GeoGreen P plus was introduced during the year which hasbeen well accepted by the market. Sales were impacted in Southern India due to severedrought conditions. Metahelix Life Sciences Limited a 100% subsidiary of Rallis achieveda revenue of ` 286.55 crore up 13.30% over the previous year and clocked a net profit of` 32.34 crore during the year.

4. OTHERS

During the year the ‘Others' segment including pulses spices water purifiersnutritional solutions achieved a total revenue of ` 374.83 crore against ` 458.15 crore inthe previous year down by 18.19%.

Pulses

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

Spices

After the successful launch in northern markets Tata Sampann spices has expanded itsfootprint across 16 states throughout the country in FY 2016-17. Tata Sampann spiceslaunched across Gujarat Maharashtra West Bengal and Tripura in the year with a portfolioof 8 blended spices and 4 pure spices.

Water Purifier

The water purifier business continues to expand its footprint in affordable drinkingwater segment through alternate marketing channels including NGOs and with introduction ofmore cost Effect ive products.

Nutritional Solutions

FY 2016-17 was the second full year of operations of the greenfield proof-of-conceptmanufacturing unit at Sriperumbudur near Chennai. During the year the unit producedseveral grades of Fructo-oligosaccharides (FOS) and FOS based formulations and sold atotal of 680 tonnes of FOS across India. Although a new product it garnered wideacceptance as a prebiotic healthy sweetener for categories such as dairy bakery andconfectionery. Based on market requirements and formulation capabilities the Company hasintroduced new variants of healthier and natural sweeteners that are alternatives to canesugar for both institutional and retail segments. Additionally at the request of keycustomers and to leverage synergies with company manufactured products and formulationscomplementary products were added to the product portfolio.

In FY 2016-17 the business achieved a sales turnover of

` 26.95 crore against ` 8.10 crore during the previous year.

During the year the Board has sanctioned an investment of ` 270 crore for a greenfieldcommercial-scale manufacturing unit for FOS and Galacto Oligosaccharide (GOS) at Nelloredistrict in Andhra Pradesh. The Company has also initiated research at Yale University toclinically understand the mechanisms and pathways through which FOS and GOS improves humanhealth.

FINANCE

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

Working capital funding requirements were met through a mixture of buyers' creditsuppliers' credit commercial paper and working capital demand loans. The outstandingbalance of subsidy receivables as on 31 March 2017 was ` 1684.40 crore (includingdiscontinued operation) (31 March 2016: ` 1901.33 crore). As a result of the SpecialBanking Arrangement (SBA) announced by the Department of Fertilisers Government of Indiaduring fourth quarter of the Financial Year the Company had availed loans against subsidyreceivables for an aggregate amount of ` 456.66 crore.

The outstanding balance of working capital borrowings including loans under SBA as on31 March 2017 aggregated to ` 893 crore (31 March 2016: ` 1566 crore).

Through various initiatives the Company has been able to achieve a significantreduction in the levels of net working capital during the year. This coupled with fundingfrom 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 `24.34 crore (FY 2015-16: ` 14.60 crore) and ` 21.02 crore (FY 2015-16: ` 19.25 crore)respectively to the Company. Tata Chemicals North America Inc. step down subsidiary ofthe Company paid a dividend of US$ 10 million (` 67.07 crore) (FY 2015-16: ` 130.94crore) which has been mainly utilised towards operational requirements and to pay externalfinance costs at TCIPL Singapore.

As on 31 March 2017 the Company had the following credit ratings standing at levelssimilar 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 outlookfrom Fitch Ratings.

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

- Long term bank facilities (i.e. fund based working capital facilities) of ` 1005crore and short term bank facilities of ` 3340 crore are rated at CARE AA+ and CARE A1+respectively by CARE Ratings.

- Short term debt programme (including Commercial Paper) of ` 600 crore is rated atCRISIL 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 officialgazette dated 16 February 2015 has made applicable the Indian Accounting Standards(‘Ind AS') to certain classes of companies. For the Company Ind AS is applicablefrom 1 April 2016 with a transition date of 1 April 2015. The financial results havebeen prepared in accordance with the recognition and measurement principles laid downunder Ind AS as presented under Section 133 of the Companies Act 2013 (‘theAct‘) read with the relevant rules issued thereunder and the other accountingprinciples generally accepted in India as applicable.

CORPORATE GOVERNANCE

Your Company evolves and follows corporate governance guidelines and best practicessincerely not just to boost long-term shareholder value but also to respect minorityrights. The Company considers the same as its inherent responsibility to disclose timelyand accurate information regarding its operations and performance as well as theleadership and governance of the Company.

During the second half of the year under review the Company faced challenges owing toleadership change at Tata Sons Limited (Promoter of the Company). The Board would like toimpress upon the members that the Company has robust systems and processes in place toensure compliance with applicable rules and regulations. The Board confirms that yourCompany 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 thesoda ash operations of the Brunner Mond Group in Europe and Africa. Further questionswere 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 corporategovernance practice of the Company the Risk Management Committee Audit Committee andBoard of Directors of the Company reviews and evaluates the risk associated with itsinvestments and all operating entities on a regular basis and discusses steps to mitigatethe risks. Actions are taken to mitigate the risks as per discussions with the committeesand the Board of Directors. The Company's Annual Report 2015-16 specifically dealt withthe risks associated with each of its business and business entities. The risks associatedwith all the businesses including those of Europe and Africa were periodically reviewedevaluated and discussed in detail at the Risk Management Committee meetings. Additionallythe Board of Directors at their meetings while discussing the performance of eachoperating business entities also reviewed the risks pertaining to those business entities.Major restructuring activities undertaken at Europe and Africa operations have startedshowing positive operating and financial results in recent times.

In addition to the above the Directors would like to reiterate that the accountingpolicies of Tata Chemicals are in due compliance with the relevant accounting standardsunder IGAAP and Ind AS. These are regularly reviewed by the Audit Committee and StatutoryAuditors 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 leadershiptransition and the allegations that followed. The Audit Committee3 of the Board(‘Committee') reviewed the aforementioned issues including the correspondence betweenthe 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 Committeealso reviewed the Company's interventions the processes implemented and followed withrespect to various compliances and disclosures and the rigour applied when such strategicinvestment decisions were taken. After due deliberations with relevant stakeholders andreview of relevant documents the Committee expressed its confidence in the Company'sprocesses to ensure compliance with the provisions of SEBI rules and regulations relatedto Stock Exchanges. The Committee noted that appropriate procedures were followed by yourCompany in preparing its financial statements and addressing the business risk issues andthat there has been compliance with all legal requirements and corporate governancestandards. It follows therefore that the aforesaid allegations in the variousproceedings representations and public statements against your Company were incorrect andsuch statements were made without exercising proper and due care.

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

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis 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 ResponsibilityReport initiatives taken from an environmental social and governance perspective in theprescribed format is available as a separate section of this Annual Report and alsoavailable on the Company's website www. tatachemicals.com.

RELATED PARTY TRANSACTIONS

All transactions with related parties were reviewed and approved by the AuditCommittee. Prior omnibus approvals are granted by the Audit Committee for related partytransactions which are in repetitive nature entered in the ordinary course of businessand are on arm's length basis in accordance with the provisions of the Act read with theRules issued thereunder and the Listing Regulations. The transactions entered intopursuant to the omnibus approval so granted are reviewed by the internal audit team and astatement giving details of all related party transactions is placed before the AuditCommittee on a quarterly basis.

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

The policy on materiality of related party transactions and dealing with related partytransactions 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 transactionsto be reported in Form AOC-2.

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

RISK MANAGEMENT POLICY

The Risk Management policy of the Company lays down the framework of Risk Managementpromoting a proactive approach in reporting evaluating and resolving risks associatedwith the business. Mechanisms for identification and prioritisation of risks includescanning the business environment and Internal risk factors. Analysis of the risksidentified is carried out by way of focused discussion at the meetings of the empoweredRisk 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 andbusiness plan. The respective risk owner selects a series of actions to align risks withthe Company's risk appetite and risk tolerance levels to reduce the potential impact ofthe 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 actionsare 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 periodicalbasis. RMC assists the Audit Committee and the Board of Directors in overseeing theCompany's risk management processes and controls. Some of the risks identified are set outin 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 ListingRegulations and has made it mandatory for the top 500 listed entities based on marketcapitalisation 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 theCompany 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 whichendeavours for fairness consistency and sustainability while distributing profits to theshareholders. The Policy is attached to this Annual report as Annexure 1 and sameis available on the Company's website under the ‘Investors' section.

CORPORATE SOCIAL RESPONSIBILITY 3CSR3

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

The Company has taken up specific need based CSR activities with the goal ofsustainable development in the neighbouring area and ensuring participation of keystakeholders like community NGOs government departments etc. The Company also reachesout to remote geographic areas which are underdeveloped and require immediate attention inthe development parameters like education health environment etc.

The Company's overall CSR initiatives called BEACoN focusses on the following sectorsand issues:

In addition the Company will promote inclusion of marginalised population and women'sempowerment along with responding to any disasters depending upon where they occur andits ability to respond meaningfully.

The CSR policy is available on the Company's website athttp://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 formalmechanism to the Directors employees and its stakeholders to report their concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct or Ethics Policy. Protected disclosures can be made by a whistleblower throughseveral channels. The policy provides for adequate safeguards against victimisation ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. It is affirmed that no personnel of the Company has been deniedaccess to the Audit Committee. The details of the policy are given in the corporategovernance report and also posted on the website of the Company viz. www.tatachemicals.com.

PREVENTION OF SEXUAL HARASSMENT 3POSH3

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

The Company has zero tolerance towards sexual harassment at workplace and gives minorto major recommendations for action against the accused persons to the senior managementdepending on the severity of the issue. The Company has adopted a Policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisionsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and the Rules made thereunder.

Five complaints of sexual harassment were received during the year for which theCompany has taken appropriate actions ranging from minor (counselling) to major actions(including terminations). More than 50 POSH classroom training sessions were conductedacross locations covering over 2000 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 breachesof the Tata Code of Conduct relating to the Effect iveness of Sales Promotion expenses.Management has completed a detailed review of the issues raised and initiated appropriatechanges in its business processes. The investigation reviewed by the Audit Committee ofthe Board revealed instances of inappropriate conduct and ethical breaches by someemployees and channel partners which have been dealt with in accordance with theCompany's HR policies - actions ranging from minor (counselling) to major (terminations).The breaches were assessed as not material in relation to the overall financialperformance of the Company as defined in the Company's Policy on Determination ofMateriality for Disclosures of events or information. The Company has taken appropriateaction 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 madeduring the year are given hereunder –

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

Details of loans guarantees and investments covered under the provisions of Section186 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 FY2016-17 are prepared in compliance with the applicable provisions of the Act and asstipulated under Regulation 33 of Listing Regulations. The audited consolidated financialstatements 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 theCompany consolidated financial statements along with relevant documents and separateaudited 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 keptat the registered office of the Company and also at the registered offices of therespective subsidiary companies and will be available to investors seeking informationtill 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 Indiaand 37 overseas) and 4 joint venture companies.

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

The Company's policy on material subsidiaries as approved by the Board is uploaded onthe 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 venturecompanies 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 Companythe Board at its meeting held on 10 August 2016 had approved the sale of urea andcustomised fertiliser business to Yara India a subsidiary of Yara International ASANorwegian multinational fertiliser company subject to requisite regulatory and otherapprovals and sanction by the Hon'ble National Company Law Tribunal (NCLT).

Accordingly the Company had entered into an Agreement with Yara India on 10 August2016 for sale of urea and customised fertiliser business as a going concern on a slumpsale basis. The urea and customised fertiliser business along with the assetsliabilities contracts deeds etc. shall be transferred and vested with Yara Indiapursuant to the Scheme becoming Effect ive on a slump sale basis in exchange of a lump sumconsideration to be paid by Yara India to the Company on the terms and conditions asagreed by the Company and Yara India. The transaction is to be implemented through aScheme of Arrangement (‘Scheme') under Sections 230 to 232 and other applicableprovisions of the Act. Yara India will pay the lump sum consideration of ` 2670 crore tothe Company pursuant to the Scheme being approved subject to certain adjustments afterclosing as agreed between the parties in terms of the definitive agreements and theScheme.

The Scheme was approved by the Equity Shareholders of the Company by requisite majorityat their Meeting held on 8 May 2017. The Company Petition has been filed with the NCLTand 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 ortribunals 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 andthe nature of its operations. These have been designed to provide reasonable assurancewith regard to recording and providing reliable financial and operational informationcomplying with applicable accounting standards and relevant statutes safeguarding assetsfrom unauthorised use executing transactions with proper authorisation and ensuringcompliance of corporate policies. The Company has a well-defined delegation of authoritywith specified limits for approval of expenditure both capital and revenue.3The Companyuses an established ERP system to record day to day transactions for accounting andfinancial reporting.

The Audit Committee deliberated with the members of the management considered thesystems as laid down and met the internal auditors and statutory auditors to ascertain inter-aliatheir views on the internal financial control systems.3 The Audit Committee3satisfieditself as to the adequacy and Effect iveness of the internal financial control system aslaid down and kept the Board of Directors informed.

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

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 afterattaining the retirement age of 75 years. The Board of Directors placed on record theirsincere appreciation for the contributions made by Mr. Kshirsagar as a Director of theCompany.

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

Mr. Cyrus P. Mistry resigned as Chairman and Director from the Board of the Companywith Effect from 19 December 2016.

Based on the requisition of the promoter company Tata Sons Limited an ExtraordinaryGeneral Meeting (‘EGM') of the Company was convened on 23 December 2016 at which themembers 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 from23 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 shareholderspursuant to Section 160 of the Act.

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. S. Padmanabhan Non-Executive Director of the Company retires by rotation atthe 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 theircompleting 75 years whichever is earlier and are not liable to retire by rotation interms of Section 149 (13) of the Act. In accordance with Section 149(7) of the Act eachIndependent Director has given a written declaration to the Company confirming that he/shemeets the criteria of independence as mentioned under Section 149(6) of the Act and theListing Regulations.

Details of the Familiarisation Programme for Independent Directors are providedseparately 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 MukundanManaging Director & CEO Mr. John Mulhall Chief Financial Officer and Mr. RajivChandan General Counsel & Company Secretary are the KMP of the Company.

Governance Guidelines

The Company has adopted the Tata Group Guidelines on Board Effect iveness(‘Governance Guidelines') to fulfil its corporate governance responsibility towardsits stakeholders. The Governance Guidelines cover aspects related to composition and roleof the Board Chairman and Directors Board diversity definition of independenceDirector term retirement age and Committees of the Board. It also covers aspects relatingto nomination appointment induction and development of Directors Director remunerationsubsidiary oversight code of conduct Board Effect iveness review and mandates of Boardcommittees.

Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee (NRC) is responsible for developingcompetency requirements for the Board based on the industry and strategy of the Company.The

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

NRC conducts a gap analysis to refresh the Board on a periodic basis including eachtime a Director's appointment or reappointment is required. The Committee is alsoresponsible for reviewing the profiles of potential candidates vis--vis the requiredcompetencies and meeting potential candidates prior to making recommendations of theirnomination to the Board. At the time of appointment specific requirements for theposition including expert knowledge expected is communicated to the appointee.

Criteria for Determining Qualifications Positive Attributes and Independence of aDirector

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

Board Evaluation

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

The performance of the Board and individual Directors was evaluated by the Board afterseeking inputs from all the directors. The criteria for performance evaluation of theBoard was based on the Guidance Note issued by SEBI on Board evaluation which includedaspects such as Board composition and structure Effect iveness of Board processescontribution in the long term strategic planning etc. The performance of the committeeswas evaluated by the Board after seeking inputs from the committee members. The criteriafor performance evaluation of the committees was based on the Guidance Note issued by SEBIon 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-IndependentDirectors and performance of the board as a whole was evaluated taking into account theviews of executive directors and non-executive directors. The same was discussed in theBoard Meeting that followed the meeting of the Independent Directors at which thefeedback received from the Directors on the performance of the Board and its Committeeswas also discussed.

REMUNERATION POLICY

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

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory costand secretarial auditors and external consultant(s) including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bythe Management and the relevant Board Committees including the Audit Committee the Boardis of the opinion that the Company's internal financial controls were adequate and Effective during the FY 2016-17.

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

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

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

(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 andthat such internal financial controls are adequate and were operating Effect ively; and

(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating Effect ively.

INFORMATION TECHNOLOGY 3IT3

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

To support growth of consumer business the Company has taken various initiatives likewarehouse management system and dealer management system. The Company has implemented acloud based collaboration platform across the enterprise for its employees.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed pursuant to the provisions ofSection 134 of the Act read with the Companies (Accounts) Rules 2014 are provided in Annexure5 to this report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are enclosed as Annexure 6 to this report.

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

I. Auditors and their report:

As per the provisions of Section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 the term of office of Deloitte Haskins & Sells LLP CharteredAccountants (Firm Registration Number 117366W/W-100018) as Statutory Auditors of theCompany will conclude from the close of the forthcoming AGM of the Company. The Board ofDirectors 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 themembers 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 theStatutory 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. LLPconfirming that they satisfy the criteria provided under Section 141 of the Act and thatthe appointment if made shall be in accordance with the applicable provisions of the Actand rules framed thereunder.

The report given by Deloitte Haskins & Sells LLP Chartered Accountants on thefinancial statement of the Company for FY 2016-17 is a part of the Annual Report. Therehas 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. CostAccountants (Firm Registration No. 000019) as the Cost Auditors of the Company for FY2017-18 under Section 148 and all other applicable provisions of the Act read with theCompanies (Cost Records and Audit) Amendment Rules 2014.

D. C. Dave & Co. and Ramanath Iyer & Co. have confirmed that they are freefrom disqualification specified under Section 141(3) and proviso to Section 148(3) readwith Section 141(4) of the Act and that their appointment meets the requirements ofSection 141(3)(g) of the Act. They have further confirmed their independent status and anarm's length relationship with the Company. N I Mehta & Co. Cost Accountants (FirmRegistration No. 000023) who were earlier the Cost Auditors of the Company have giventheir ‘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 themembers in a general meeting for their ratification. Accordingly a Resolution for seekingmembers' ratification for the remuneration payable to D. C. Dave & Co. Cost Auditorsand Ramanath Iyer & Co. Cost Auditors is included at item No. 5 of the Noticeconvening the AGM.

III. Secretarial auditor

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

I. Details of Board meetings

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

II. Composition of Audit Committee

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

III. Composition of CSR Safety and Sustainability Committee

The Committee comprises 3 (three) Members out of which 1(one) is an IndependentDirector. During the year 3 (three) CSR Safety and Sustainability Committee meetingswere 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 andAdministration) Rules 2014 extract of annual return in Form MGT 9 is enclosed as Annexure8 to this report.

ACKNOWLEDGEMENTS

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

On behalf of the Board of Directors

Mumbai 26 May 2017

Scope and Purpose

Tata Chemicals Limited (‘the Company') shares are listed on the BSE Limited andThe National Stock Exchange of India Limited. The Securities and Exchange Board of India(‘SEBI') vide its notification dated 8 July 2016 has inserted Regulation 43A in SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and has made itmandatory for the top 500 listed entities based on market capitalisation as on 31 Marchof every financial year to formulate a Dividend Distribution Policy (‘Policy'). TheBoard of Directors of the Company at its Meeting held on 29 March 2017 has adopted thePolicy which endeavours for fairness consistency and sustainability while distributingprofits to the shareholders.

Objective

The Policy defines the conditions for paying a dividend. The Board of Directors willrecommend any annual dividend based on this Policy as well as any specific financial ormarket conditions prevailing at the time. The intention of the Policy is to set out thebroad criteria to be considered when determining what dividend to declare or not todeclare to the shareholders of the Company.

The Company has had a consistent dividend policy that balances the objective ofappropriately rewarding shareholders through dividends and to support the future growth.

Disclosure

The Board of Directors will review the policy annually. Any revisions in the Policywill be communicated to shareholders in a timely manner. The Policy shall be disclosed inthe Annual Report and on the website of the Company i.e. www.tatachemicals.com.

Disclaimer

The Policy does not constitute a commitment regarding the future dividends of theCompany but only represents a general guidance regarding dividend policy. The statementof the Policy does not in any way restrict the right of the Board to use its discretion inthe recommendation of the Dividend to be distributed in the year and the Board reservesthe right to depart from the policy as and when circumstances so warrant.

On behalf of the Board of Directors