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Directors Report of Tata Metaliks Ltd.

Mar 31, 2016

Dear Shareholders,

Th Directors are pleased to present their 26th Annual Report of the Company along with the Statement of Accounts for the financial year ended 31 March, 2016.

Financial Results Rs. in Crore

Stand-alone Consolidated

Particulars Year ended Year ended Year ended Year ended 31.03.2016 31.03.2015 31.03.2016 31.03.2015

Gross Income from Sales & other operations 1038.37 1229.85 1389.81 1529.38

Profit / (Loss) before interest, depreciation and taxes e 111.52 151.60 219.54 204.56

Less : Interest 32.96 32.20 37.80 41.31

Profit / (Loss) before depreciation and taxes 78.56 119.40 181.74 163.25

Less : Depreciation 13.58 12.56 32.97 30.93

Profit / (Loss) before taxes 64.98 106.84 148.77 132.32

Less : Provision for taxes including deferred taxes 14.37 23.18 25.98 23.18

Profit / (Loss) after taxes 50.61 83.66 122.79 109.14

Profit / (Loss) and credit balance brought forward (19.99) (103.01) (121.23) (228.43)

Depreciation on transition of Schedule II of the (0.88) (0.64) (0.88) (1.94) Companies Act, 2013

Rs. in Crore

Stand-alone Consolidated

Particulars Year ended Year ended Year ended Year ended 31.03.2016 31.03.2015 31.03.2016 31.03.2015

Amount available for appropriation 29.74 (19.99) 0.68 (121.23) Appropriation:

Proposed Dividend - -

a) Preference 8.50 8.50

b) Equity 5.06 5.06

Tax on Dividend 2.76 - 2.76 -

General Reserve - - - -

Balance carried forward 13.42 (19.99) (15.64) (121.23)

Performance

During the year under review, your Company has achieved its highest ever production of hot metal of 433,437 tonnes with all round improvement in performance including various operating parameters such as production, sales, consumption norms, yield and costs.

Sales performance was also satisfactory as all pig iron produced was sold despite depressed market conditions. However, the Company witnessed a steep drop of 16% in foundry grade sales price during first three quarters of the year. There was an improvement of 8% in prices in the last quarter of the year due to general increase in steel prices as a result of imposition of minimum import price by Government of India. Despite fall in pig iron prices, your Company sustained its performance due to lower costs of major raw materials i.e. iron ore, coke etc. and significant improvement in the DI Pipe business.

On standalone basis, the Company has made a Profit after Tax ("PAT") of Rs. 50.61 crores, which is 39% lower as compared to PAT of Rs. 83.66 crores of last year mainly due to lower realization on account of pig iron prices. On a consolidated basis, the Company delivered its best ever performance with PAT at Rs. 122.79 crores which is 12.5% higher compared to Rs.109.14 crores of last year mainly due to significant improvement in the overall performance of the Company''s subsidiary, Tata Metaliks DI Pipes Limited ("TMDIPL"). TMDIPL has recorded a 183% growth in the PAT at Rs. 72.18 crores compared to the previous year and a 20% increase in production of finished ductile iron pipes at 133,210 tonnes.

Dividend

The Board recommended a dividend of Rs. 2/- per Ordinary Equity Share on 2,52,88,000 Ordinary Equity Shares of Rs. 10 each for the year ended 31 March, 2016. This marks the resumption of dividend after a gap of 7 years.

The Board has also recommended a dividend of Rs. 8.50/- per Non Cumulative Redeemable Preference Shares of Rs. 100 each for the year ended 31 March, 2016.

The dividend on Ordinary Equity Shares is subject to the approval of the shareholders at the Annual General Meeting ("AGM") scheduled to be held on 29 June, 2016. The total dividend pay-out works out to Rs. 16.32 crores of the net profit for the standalone results.

The Register of Members and Share Transfer Books will remain closed from 23 June, 2016 to 29 June, 2016 (both days inclusive) for the purpose of payment of dividend for the Financial Year ended 31 March, 2016 and the AGM.

Change in Share Capital

There has been no change in the capital structure of the Company during the year under review.

Deposits

During the year under review, the Company has not accepted any deposits under the Companies Act, 2013 ("Act"). Change in nature of Business

During the year under review, there has been no change in the nature of business of the Company.

Consolidation of Projects

Your Company is in the process of improving its operational costs and efficiencies through the following strategic projects which are under implementation:-

- Coke Oven Project on BOOT basis having a capacity of 10,000 tonnes/month of BF grade coke. This project is likely to be commissioned during Q1 of FY 2016-17;

- 10 MW Power Plant utilizing the exhaust flue gases from Coke Ovens which is likely to be commissioned during Q1 of FY 2016-17;

- Relining and upgrading of MBF#1 (from 225 m3to 305 m3), which is likely to be commissioned during Q3 of FY 2016-17. Customer Focus

Tata Group''s focus on "Customer Promise" through 3-Ds (Develop deep insight, Deliver outstanding products and services, Delight customers at all touch points) has also been practiced in your Company to enhance its customer- centricity. Key initiatives which were taken during the year in DI pipe business were (i) improvement in delivery compliance of smaller diameter pipes for customers and (ii) production of high value zinc-aluminum coated Tata Ductura pipes for global customers. Besides these, for both the products, pig iron and DI pipes, the Company delivered high quality products consistently to the customers. Company''s customer-centric approach was validated by the customers through customer satisfaction studies by external agency, in which it received high rating especially on customer relationship management. The Company with the help of Research & Development team of Tata Steel is in the process of developing improved product offerings for DI pipe customers.

Industry Outlook

The year 2015-16 has been one of the most challenging periods in recent times since the financial crisis of 2008 in terms of global slowdown, oversupply of steel products from China, and oversupply and lower demand of pig iron due to weak industrial activities in India. For the second consecutive year, pig iron exports from India dropped by 60% year on year, which resulted in state owned integrated steel manufacturers dumping pig iron in the domestic market leading to fall in price of pig iron. However, with some protective measures announced by the government, the iron and steel prices showed some improvement during the last quarter of 2015-16.

Moving forward in 2016-17, although no immediate improvement in pig iron demand is foreseen, government''s supporting measures in terms of minimum import price, safeguard duty and firming up of raw material prices may lead to an increase in iron and steel market prices. However, since raw material prices are expected to increase marginally, pressure on margins in iron and steel business is likely to continue.Casting industry is expected to get a boost when "Make in India" program of the government picks up with growth in engineering, automobile, construction, sanitation and pipe sectors. Further, government''s increased expenditure on providing drinking water and sanitation to the entire population and development of several smart cities across the country would keep the DI pipe demand robust for the next few years.

Meetings

Four Board Meetings were held during the year under review. For details of the meetings, please refer to the Corporate Governance Report, which forms part of this report.

Directors

Mr. Koushik Chatterjee retires by rotation at the forthcoming AGM and is eligible for re-appointment.

On the recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company on 30 March, 2016 has re-appointed Mr. Sanjiv Paul, as the Managing Director of the Company for a further period of 3 (three) years w.e.f. 1 April, 2016 subject to the approval of the members at the following AGM.

Declaration by Independent Directors

In compliance with section 149(7) of the Act, all Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dr. Pingali Venugopal, Mr. Krishnava Dutt and Mr. Ashok Basu, Independent Directors are already familiar with the nature and industry, business plan and other aspects of the Company since they have been directors of the Company for a long time. However, the familiarization program of Independent Directors with the company in respect of their roles, duties and responsibilities and related matters are being uploaded on to the Company''s website at the link www.tatametaliks.com/ investors/shareholderinformation.aspx

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 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 the financial year 2015-16.

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 had been followed along with proper explanation relating to material departures;

b) The Directors had 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 and loss of the company for that period;

c) The Directors had 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) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down proper Internal Financial Controls ("IFC") and such IFC are adequate and were operating effectively;

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors appointment and remuneration policy

The Company''s Policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this Report.

Board Evaluation

In line with the requirement of Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 10 February, 2016, wherein the performance of the non-independent directors including Chairman was evaluated.

The Board, based on the recommendation of the Nomination and Remuneration Committee ("NRC"), evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and fulfillment of Directors'' obligations and fiduciary responsibilities, including but not limited to active participation at the Board and Committee meetings.

Key Managerial Personnel

Following officials are appointed as the Key Managerial Personnel ("KMP") of the Company:-

- Mr. Sanjiv Paul, Managing Director;

- Mr. Subhra Sengupta, Chief Financial Officer; and

- Mr. Sankar Bhattacharya, Chief-Corporate Governance & Company Secretary

Remuneration and other details of the KMP are mentioned in the extract of the Annual Return which forms part of this report.

Internal Financial Control

Your Company has adequate internal control system in place, commensurate with the size, scale and complexity of the operations. The Company has already carried out an audit on internal financial control by third party. The Statutory Auditor has also commented on the internal financial control on financial reporting in their report.

Audit Committee

The Audit Committee comprises of 4 (four) Members of which 3 (three) are independent including Chairman. All recommendations made by the Audit Committee were accepted by the Board during FY 2015-16.

Corporate Social Responsibility

Our philosophy does not rest on philanthropy alone but dovetails the community need with the organizational involvement, adding value in all initiatives with the Community.

Social Context

The Company has been fulfilling its vision of "Reaching Tomorrow First" by committing itself even before the law made CSR a mandatory requirement in 2014, by implementing various CSR initiatives around its plant. The plant is located in No. 4 Kalaikunda Gram Panchayat of Paschim Medinipur district of West Bengal having 57 villages, of which 36 villages with 54 % SC/ST population are located within a radius of 5 km from the plant. Nearly 10,000 inhabitants of these 36 villages form the "Core Beneficiaries" of the various CSR & Affirmative Action ("AA") interventions planned and executed by the Company.

In order to understand the needs of the community, a Need Assessment Survey was carried out during August 2014 articulating the needs and expectations of the community and provided the inputs required to formulate the Company''s CSR & AA strategy. Based on the prevailing social and business challenges, your Company has focused its energy and resources on the following broad interventions:-

a) Education

b) Employability

c) Employment

d) Entrepreneurship

e) Essential Amenities

Priority Interventions

The Company''s focused CSR & AA interventions are directed towards EDUCATION, i.e. create a pedigree of educated youth in the years to follow through increasing access as well as quality of education and also simultaneously on EMPLOYBILITY, i.e. imparting marketable skills to the available educated youth.

Education

We believe in the truism that education is the ultimate leveler to change people''s life and this "E" is being given the deepest engagement and importance it deserves.Our precise intervention has been:-

a) To encourage primary school education by providing stationery items;

b) Scholarship to meritorious students;

c) Improve infrastructure of primary schools at Amba, Maheshpur and Kendupal;

d) Improve quality of education for high school students through extra coaching class at Gokulpur High School; Employability

To develop a pedigree of skilled manpower for the nation, there have been a basket of interventions in the area of marketable skills/ training to local youth. It is directed towards the educated youth from AA community from the surrounding villages. This is to arm them with requisite skills to increase their employability quotient locally as well as nationally, thereby enabling a sustainable livelihood for them and includes the following initiatives:-

a) Sponsoring Two Year ITI Course in Fitter & Electrical trades;

b) In-plant One Year "On - the - Job" Training to ITI / Diploma / B.Sc. qualified youths;

c) Sponsoring Two Year Mid Wifery Nursing Course for matriculate girls;

d) Sponsoring "Loader cum Excavator Operator" Training in partnership with Tata-Hitachi;

e) Sponsoring "Project SABLA", a Government project (Rajiv Gandhi Scheme for Empowerment of Adolescent Girls) being CII coordinated program for providing short - term skill training;

f) Setting up of Skill Development Centre -Your Company is committed towards establishing a Skill Development Centre in FY''17 for imparting marketable skills to local youth of the community to enable them earn a sustainable livelihood, either through employment or as entrepreneurs.

Entrepreneurship

The spirit of positive discrimination towards developing entrepreneurs from AA community in Company''s value chain is adopted. In addition to vendor development, the Company has also initiated a pilot project wherein a group of farmers are being nurtured and supported technically and financially to take up multi-cropping and cultivation of cash crop (capsicum) to enable them increase their household income. More projects on promoting agriculture have been planned based on the outcome of this pilot project.

Essential Amenities

Due to the rural background of the community in which we are operating, most of villages lack basic infrastructure amenities like potable drinking water, roads, drainage system, toilet facilities etc. Three drinking water projects have been implemented on "Community - Corporate" partnership model wherein one time infrastructure including a deep boring along with a network of water pipeline with overhead tanks is being provided by the Company. After completion,the same have been handed over to respective village committees who then operate and maintain the facility. Every household contributes towards the cost of operating and maintaining the drinking water projects.

The Company has been recognized for the "Water Project" at the Tata Group level as one of the Good Practices in 2015 - 16.

In addition, drainage system and toilet blocks are being provided in villages in a phased manner. Starting FY''17, Plain Cement Concrete roads will also be provided in villages in a phased manner to improve basic infrastructure in surrounding villages.

Health

In addition to above, various health related initiatives are organized e.g. blood donation camps conducting health check-up camps with distribution of free medicines for women & children, organizing various types of health awareness camps on alcoholism, hygiene etc. in various villages throughout the year.

Environment

A number of initiatives have been promoted on the environment front, like industrial water treatment, waste water recirculation system in sinter pant, installing sprinklers on dusty areas including roads and spreading greenery to name a few.

Assisting Community during Natural Calamity

More than 200 persons from surrounding villages were affected due to cyclone Komen which had hit Paschim Medinipur during the period Jul/Aug 2015 rendering several of them homeless due to incessant rainfall. 200 nos. of polythene sheets were provided to affected families immediately which enabled them to rebuild their damaged homes.

CSR & AA plays a significant role amongst the employees across all levels of the Company through a Tata Group wide initiative called ''Tata Engage'', wherein individual employees are encouraged to volunteer for CSR. Your Company has been awarded at the Tata Group level with"Highest Participation Award" in 2015 - 16. Specifically, CSR is a channel for bringing more of the whole self to work, an alignment with the values of the organization, and/or being able to contribute to a higher purpose. In other words, CSR & AA are seamlessly embedded in the organization.

The disclosure required under Schedule - VII of the Companies Act, 2013 is given in Annexure - A, which forms part of this report.

The average net profit of the Company for last 3 (three) years was Rs. 53.58 crores and 2% of the same is i.e. Rs. 1.07 crores. The Company has spent Rs. 1.12 croreson CSR in 2015-16 which is more than the requirement as the Act.

Corporate Governance

Pursuant to Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance along with reports on Management Discussion & Analysis and Certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance are made part of this Report.

Subsidiary

Your Company has one wholly owned subsidiary, TMDIPL. There is no associate and joint venture Company as defined under the Act.There has been no material change in the nature of business of TMDIPL during the year under review.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of TMDIPL in Form AOC-1 in Annexure - "B" is attached to the financial statements of the Company.

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 TMDIPL are available on the website of the Company.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT - 9 in Annexure "C"as per provisions of the Act and rules framed thereunder is annexed to this Report.

Particulars of loans, guarantees or investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

Related Party Transactions

All related party transactions ("RPT") entered into during FY 2015-16 were on arm''s length basis and also in the ordinary course of business. No material RPT was made by the Company with Promoters, Directors, KMP or other designated persons during FY 2015-16, except those reported.

All RPT was placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained on a yearly basis for the transactions which were foreseen and were repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted were audited and a statement giving details of all RPTs was placed before the Audit Committee for its monitoring on quarterly basis. The statement was supported by a Certificate duly signed by the Managing Director and the Chief Financial Officer. The policy on RPT as approved by the Board is uploaded on the Company''s website at the link www.tatametaliks.com/corporate/policies. aspx.

In view of the above, the disclosure required under the Act in form AOC-2 is not applicable for the FY 2015-16.

None of the Directors or KMP has any pecuniary relationships or transactions vis-a-vis the Company during FY 2015-16. Significant material orders passed by Regulators/ Courts

There were no significant material orders passed by the Regulators/ Courts/ Tribunals impacting the going concern status and Company''s operations in future.

There were also no material changes and commitments after the closure of the year till the date of this report, which affect the financial position of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo

Details of energy conservation, technology absorption and foreign exchange earnings and outgo are annexed to this report in Annexure "D".

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 to this Report in Annexure -"E".In terms of the provisions of Section 197(12) of the Act read with sub-rules (2) and (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Report.

However, having regard to the provisions of the first proviso to Section 136(1) of the Act, the details are excluded in the report sent to members. The required information is available for inspection at the registered office and the same shall be furnished on request.

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, Messrs. Deloitte Haskins & Sells, Chartered Accountants, were appointed as the statutory auditors of the Company at the 24th AGM held in the year 2014 and will hold office till the conclusion of the 27th AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

Cost Auditors

M/s. Shome & Banerjee, Cost Accountants were appointed as the Cost Auditors of the Company for the financial year 2016-17.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. P V Subramanian, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the year ended 31 March, 2016. The Secretarial Audit Report is annexed in Annexure -"F" herewith and forms part of this report.

Auditors'' qualification

There are no qualifications in the reports of the Statutory Auditors, Cost Auditors and Secretarial Auditors.

Risk Management

The Company has a framework in line with Tata Steel''s risk management process of identifying, prioritizing and mitigating risks which may impact attainment of short and long term business goals of the Company. The risk management framework is interwoven with strategic planning, deployment and capital project evaluation process of the Company. The process aims to analyze the internal and external environment and manage economic, financial, market, operational, compliance and sustainability risks and capitalizes opportunities for business success.

The Company has already identified the key risks areas which may affect the business goals and periodically revisits the relevance of the identified risks and progress of the mitigation plans undertaken. In order to strengthen the governance framework, the Board has constituted a Risk Management Committee consisting of Directors and KMP which monitors and evaluates the effectiveness of risk management framework of the Company and strengthens it.

Prevention of Sexual Harassment at Workplace

The Company has in place a Policy in line with the requirements of The Sexual Harassment of Women at the Work place (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee ("ICC") is in place to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees etc.,) are covered under this Policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2015-16:-

- No. of complaints received - NIL

- No. of complaints disposed of - NIL Vigil Mechanism

The Company has adopted Vigil Mechanism policy that provides a formal mechanism for all Directors, employees and vendors of the Company to approach the Ethics Counselor/Chairman of the Audit Committee and make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the Tata Code of Conduct ("TCoC").

The Vigil Mechanism comprises of whistle blower policy for directors, employees and vendors.

Amalgamation

The Company is considering the withdrawal of Scheme of amalgamation from Hon''ble High Court, Calcutta due to various factors including inordinate delay in obtaining requisite regulatory and statutory approvals along with significant dilution in intended synergies that were envisaged in April 2013. A Committee of Directors has been constituted to consider and approve the proposal of withdrawal of Scheme from Calcutta High Court.

Acknowledgement

The Board takes this opportunity to sincerely thank all its stakeholders i.e. shareholders, customers, suppliers, contractors,bankers, employees, government agencies, local authorities and the immediate society for their un-stinted support and cooperation during the year.



On behalf of the Board of Directors

Place : Mumbai Koushik Chatterjee

Date : 28 April, 2016 Chairman


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present their 24th Annual Report of the working of the Company along with the Statement of Accounts for the financial year ended 31 March, 2014.

Financial Results

Particulars Stand-alone Conslidated

Year ended Year ended Year ended Year ended

Gross Income from sales and other operations 1287.59 966.59 1547.55 1083.50

Profit / (Loss) before Interest, Depreciation and Taxes 73.32 (19.03) 76.57 (46.96)

Less : Interest 25.53 19.41 42.67 38.72

Profit/(Loss) before Depreciation and Taxes 47.79 (38.44) 33.90 (85.68)

Less : Depreciation 15.84 16.10 31.08 28.23

Profit / (Loss) before Taxes 31.95 (54.54) 2.82 (113.91)

Less : Provision for Taxes including deferred taxes (6.65) - (6.65) -

Profit / (Loss) after Taxes 38.60 (54.54) 9.47 (113.91)

Less : Minority Interest - - - (26.80)

Profit / (Loss) after Tax and Minority Interest 38.60 (54.54) 9.47 (87.11)

Profit / (Loss) and loss credit balance brought forward (141.61) (87.07) (237.90) (150.79)

Balance to be carried forward (103.01) (141.61) (228.43) (237.90)

Dividend

Your company has made a consolidated profit for the first time after commencement of commercial operation of DI pipe plant. Your company has several investment plans lined up for improvement of operational efficiency and it also needs to reduce its debt substantially. Accordingly, your Directors are not in a position to recommend any dividend for 2013-14.

Performance

During the year under review the company focused on stabilizing the sinter plant which was commissioned during first quarter of 2013-14. The sinter plant surpassed its rated productivity of 1.2 t/m2/day and operated consistently over 1.3 t/m2/day. The availability of the sinter and stable blast furnace operation helped in surpassing the hot metal production target of 4.02 lakhs tonnes and finish at 4.06 lakh tonnes which is a record in the production history of your Company since its inception as far as Kharagpur operations is concerned.

The Company has made a Profit after Tax (PBT) of Rs. 38.60 crores compared to a loss of Rs. 54.54 crores in the previous year on stand-alone basis. The profit on consolidated basis is Rs. 9.47 crores compared to a loss of Rs. 113.90 crores of the previous year. The stand-alone profit is after adjustment of losses of Rs. 28.38 crores which was mainly due to loss on sale of plant and machineries of Redi unit. The Kharagpur unit made a profit of Rs. 60.00 crores and this was achieved due to highest ever production, better realization in second half and controlled raw materials cost. The losses of subsidiary were mainly due to lower net realization as well as lower capacity utilization in first half. However, the subsidiary has made its maiden profit of about Rs. 1.60 crores during last quarter through overall improvement in performance. The production of cast ductile iron pipes has crossed 100,000 tonnes during the year under review.

Customer Focus

Customer focus is something which your Company always strives to achieve through its Customer Relationship Management and Customer Complaint Management processes. Your Company developed an improved version of its branded product, Tata eFee, during the year, which not only improved productivity of pig iron production process but also had improved physical attributes for the benefit of the customers. In order to strengthen its customer relationship, your Company manufactured and supplied value-added customised grades pig iron to several customers. Further, attending to each and every customer complaint and resolving the same to the satisfaction of the customer is an attribute which your Company practiced at all times.

Industry Outlook

The over-supply and lower demand of pig iron is expected to continue during first half of 2014-15. However, cost pressure on account of higher iron ore prices and also import duty of 2.5% on imported coal/coke may result in some price increase of pig iron. Pig Iron demand is expected to be better in second half of the year as demand is expected to improve in some of key sectors like automobile, construction, etc. and also the over-supply situation may get eased out with shifting of some of the steel grade pig iron manufacturers from pig iron to finished steel.

On account of low demand, capacities in the foundry industry are currently under-utilized except those who export sanitary castings from eastern India. In the next four years, castings industry is destined to grow with growth in automobile, farm equipment, construction and pipe sectors. The Indian foundry industry has a bright future and is poised to grow with growth in sectors using castings including exports and is expected to be only second to China in near term. While demand for castings would look up, it is imperative that foundries adopt newer cost efficient and greener technologies to remain competitive in the global market.

Expansion Projects

Your Company is in the process of expanding its business operation and improving its operational costs and efficiencies through the following projects which are in the pipeline:

- Coke Oven Project on BOOT basis having a capacity of 10,000 tonnes/month BF grade coke. This project is likely to be commissioned by Q4 of FY-16;

- 10 MW Power Plant utilising the exhaust flue gases from Coke Oven and this is likely to be commissioned by Q1 of FY-17;

- Relining and enhancement of capacity of MBF#1 which is likely to be completed by Q4 of FY-16; and

- Coal Dust Injection ("CDI") project which is likely to be commissioned by Q1 of FY-17.

Amalgamation

As reported last year, your Directors approved amalgamation of the Company with its holding Company i.e. Tata Steel Limited. The Company has filed the Confirmation Petition before the Hon''ble High Court, Calcutta and the same is pending for approval at present.

The amalgamation, if approved, will be advantageous and beneficial to all stakeholders of your Company.

Consolidated Financial Statements

The consolidated financial statement presented by the Company includes financial information of its subsidiaries prepared in compliance with applicable Accounting Standards. MCA vide its Circular No. 5/12/2007-CL-III dated February 8, 2011 has granted general exemption under section 212(8) of the Companies Act, 1956 from attaching the balance sheet, profit & loss account and other documents of the subsidiary companies to the balance sheet of the Company, provided certain conditions are fulfilled. Accordingly, annual accounts of the subsidiary company and the related detailed information will be made available to the holding and subsidiary company''s investors seeking such information at any point of time. The annual accounts of the subsidiary company will also be kept for inspection by any investor at the Registered Office of the Company.

Subsidiary

Your Company has one wholly owned subsidiary i.e. Tata Metaliks DI Pipes Limited ("TMDIPL") [formerly known as Tata Metaliks Kubota Pipes Limited]. TMDIPL is also in the process of amalgamation with Tata Steel Limited and its Confirmation Petition is also pending for approval before the Hon''ble High Court, Calcutta at present. As reported earlier, TMDIPL, the subsidiary company has significantly improved its operational and financial performance in the last year and is going to add value to the combined entity going forward. The market for DI pipe is expected to witness robust growth because of the expected investments in infrastructure and rapid urbanization.

Directors

- Mr. D P Deshpande retires by rotation and being eligible offers himself for re-appointment;

- In accordance with the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013 ("Act") and Rules framed thereunder, it is proposed to appoint Mr. Krishnava Dutt, Mr. Ashok Kumar Basu and Dr. Pingali Venugopal, who are currently non-executive independent directors of the Company and who meet the criteria for independence as provided in Section 149(6) of the Act, as Independent Directors for a period of 5 (five) years wherever applicable from the date of the ensuing Annual General Meeting.

The Board recommends re-appointment of Mr. D P Deshpande and appointment of Mr. Krishnava Dutt, Mr. Ashok Kumar Basu and Dr. Pingali Venugopal.

- Mr. Dipak Banerjee has resigned from the Board w.e.f. 15 June, 2014. The Board of Directors placed on record its sincere appreciation, thanks and gratitude for his contribution to the Company.

Auditors

M/s Deloitte Haskins & Sells, Chartered Accountants, who are the statutory auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Pursuant to provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, it is proposed to appoint Deloitte Haskins & Sells as statutory auditors of the Company from the conclusion of the ensuing AGM till the conclusion of the 27th AGM to be held in the year 2017, subject to annual ratification by members at Annual General Meeting.

Corporate Social Responsibility

The Board constituted a Corporate Social Responsibility Committee comprising of three directors of which two are non- executives. The Chairman of the Committee is an Independent Director.

The terms of reference and scope of work is same as prescribed in Section 135 of the Companies Act, 2013 and the Rules framed thereunder.

In line with the values of Tata Group, your Company also considers its interests to be inseparable from that of the requirements of the community. Guided by the principle of its Founder that "In a free enterprise, the community is not just another stakeholder in business, but is in fact very purpose of its existence", your Company has always involved itself in activities which benefit the residents of the areas around its operations and improve their quality of life. Company''s involvement in the community with its direct interaction with the residents and assessment of issues/risks faced by those living in the Company''s surrounding areas has helped in delivering a community-focused CSR strategy – making positive changes to the lives of the people.

The company through its Affirmative Action (AA) initiatives is also committed to directly conducting or supporting activities to ensure an equal footing for socially and economically disadvantaged sections in the country at large, and specifically the Scheduled Caste and Scheduled Tribe communities.

Reconstitution of Committees

The Remuneration Committee and the Shareholders''/Investors'' Grievance Committee of the Board were reconstituted and renamed as Nomination and Remuneration Committee and Stakeholders Relationship Committee complying with the requirements of the provisions of the Companies Act, 2013 and the Rules framed thereunder.

Prevention of Sexual Harassment at Workplace

The Company has constituted Internal Complaints Committee in compliance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. There was no case to dispose of as the Committee has received NIL complaint during the year. Various workshops were organized in the Company to promote awareness to employees on this subject.

Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo

As 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, particulars regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are annexed to this report.

Particulars of Employees

The information required under Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder, in respect of the employees of the Company, and in terms of Section 219(1)(b)(iv) is available for inspection by Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM and if any Member is interested in obtaining a copy thereof, such Member may write to the Company, whereupon a copy would be sent.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations from the Operating

Management, confirm that :

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

(ii) 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 your company for that period;

(iii) They have taken proper and sufficient care 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; and

(iv) They have prepared the annual accounts on a going concern basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement executed with the Stock Exchanges, a separate section on Corporate Governance along with reports on Management Discussion & Analysis and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made part of this Report.

Note of Appreciation

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/ contractors, bankers, employees, government agencies, local authorities and the immediate society for their un-stinted support and co-operation during the year.

On behalf of the Board of Directors

Place : Mumbai Koushik Chatterjee

Date : 21 July, 2014 Chairman


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present their Twenty Third Annual Report of the working of the Company along with the Statement of Accounts and the Auditors'' Report for the financial year ended March 31, 2013.

1. Financial Results (Rs. Crore)

Particulars Current Year Previous Year Current Year Previous Year (Stand- Alone) (Stand- Alone) (Consoli dated) (Consoli dated)

Gross Income from sales and other operations 966.59 1,240.15 1,083.50 1,327.76

Profit/(Loss) before Interest, Depreciation and taxes (19.03) (80.20) (46.96) (100.01)

Less: Interest 19.41 28.79 38.72 43.14

Profit/(Loss) before Depreciation and Taxes (38.44) (108.99) (85.68) (143.15)

Less: Depreciation 16.11 16.47 28.23 26.95

Profit/(Loss) before Taxes (54.54) (125.46) (113.90) (170.10)

Less : Provision for Taxes including deferred Taxes - (34.86) - (34.86)

Profit/(Loss) After Taxes (54.54) (90.60) (113.90) (135.24)

Less : Minority Interest - - (26.80) (21.77)

Profit/(Loss) After Tax and Minority Interest (54.54) (90.60) (87.11) (113.47)

Profit/(Loss) and loss credit balance brought forward (87.07) 3.53 (150.79) (37.32)

Balance to be carried forward (141.62) (87.07) (237.90) (150.79)

Dividend

As the Company has suffered losses, your Directors are not in a position to recommend any dividend for 2012-13.

Performance

During the year under review, the Company has made capital investment of over Rs. 100 crores to reduce cost of production and increase the production volume. The Company has upgraded and enhanced the capacity of MBF#2 during October, 2012. A newly commissioned 4,00,000 MTPA capacity Sinter Plant at Kharagpur is in operation w.e.f. April 4, 2013. It is expected that these investments will contribute to a better operating performance in F.Y. 14.

The Company produced 2.87 lacs tons of hot metal. Out of this 2.05 lacs tons of pig iron were sold and 0.68 lacs tons of hot metal supplied to TMKPLfor manufacturing Dl Pipes.

Domestic prices of pig iron were stable in the first half of FY- 13, but started reducing from October''12 and thereafter market remained depressed.

The Company has incurred a loss of Rs. 54.54 crores compared to Rs. 90.60 crores in the previous year on standalone basis. The loss on consolidated basis is Rs. 113.90 crores compared to Rs. 135.24 crores of the previous year. The loss is largely attributable to Redi business unit which suffered a loss of Rs. 78.66 crores. This included ''extra-ordinary items'' of Rs. 55.70 crores consisting of (i) Labour settlement cost of Rs. 10.70 crores; and (ii) Impairment charge on Redi Plant and Machinery of Rs. 45.00 crores. The Redi unit had been mothballed since October 15, 2011.

The Kharagpur unit made a profit of Rs. 24.12 crores in the current year. The profit of Kharagpur unit could have been higher but the same has been impacted due to delay in commissioning of Sinter Plant and revamping of the MBF#2 and the major price drop from October''12 onwards. The losses at subsidiary are mainly due to lower capacity utilisation and sharp fall in net realisation. Production at Dl Pipe business however increased to an annualised rate of 1 lac tpa, from November.

Amalgamation

Your Directors have approved the amalgamation of the Company with its holding Company i.e. Tata Steel Limited. The amalgamation will bring following synergy benefits to the current and future business :-

- Supply of iron ore at competitive price, a key success factor;

- Financial support for capital projects;

- Benefits in inventory management;

- Savings in administrative and interest cost.

The amalgamation, if approved, will be advantageous and beneficial to all stakeholders of your company.

Building Customer Centric culture

TML continuously strives to bring forth ''Customer Centricity'' as an organization-wide initiative and in our endeavor to inculcate this culture within the Company, all the recommendations of Strategizing for Customer Oriented Processes and Excellence (Project "SCOPE" guided and mentored by MM Calcutta) were implemented and pursued, and all the Key Enterprise Processes were aligned and integrated accordingly. We have also built up the concept of internal and external customers over a period of time to understand and cascade customer needs.

In 2012-13 we offered our premium product Tata eFee*, the first branded pig iron, which has the capability to reduce energy consumption in foundries by 5-15%. Gradually TML has increased the share of Tata eFee* in product mix and currently we are producing 100% Tata eFee*. The company plans to increase its market share through higher volumes of value added products and become the supplier of choice by providing enhanced services like, web access mechanisms, business query through web, SMS services for delivery, technical support services from Customer Service Centre (CSC), etc.

Expansion Projects

Your Company :-

a) has successfully commissioned Sinter Plant at Kharagpur and started commercial production from April 4, 2013. This plant will enable the Company to use iron ore fines at lower cost and achieve lower coke rate and higher productivity in the mini blast furnaces;

b) has also completed normal relining, modification, up- gradation and volume enhancement of MBF#2 at Kharagpur;

c) has signed a BOOT (Build, Own, Operate and Transfer) contract for setting up a Coke Conversion unit at Kharagpur. This unit, when commissioned, will help getting coke at low cost and produce flue gas which can be used to generate power;

d) is in the process of setting up a power plant based on waste heat from flue gas from the coke conversion facility. The power thus generated would be used for captive use.

The Company is in search of adequate and suitable land in the vicinity of the existing plant for future expansion.

Consolidated Financial Statements

The consolidated financial statement presented by the Company includes financial information of its subsidiaries prepared in compliance with applicable Accounting Standards. The Ministry of Corporate Affairs, Government of India vide its Circular No. 5/12/2007-CL-lll dated February 8, 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956 from attaching the balance sheet, profit and loss account and other documents of the subsidiary companies to the balance sheet of the Company, provided certain conditions are fulfilled. Accordingly, annual accounts of the subsidiary company and the related detailed information will be made available to the holding and subsidiary company''s investors seeking such information at any point of time. The annual accounts of the subsidiary company will also be kept for inspection by any investor at the Registered Office of the Company.

Subsidiary

Your Company has one subsidiary i.e. Tata Metaliks Kubota Pipes Limited ("TMKPL"). This company was formed in 2007 through a joint venture agreement with Kubota Corporation, Japan and Metal One Corporation, Japan. By virtue of a joint- venture termination agreement, Kubota and Metal One have sold and transferred their respective stakes to your company and TMKPL has become a wholly owned subsidiary of your company with effect from April 9, 2013.

Directors

Mr. Harsh K Jha has retired as Managing Director w.e.f. April 1, 2013. Mr. A C Wadhawan has retired as an Independent Director w.e.f. January 27, 2013. Mr. Ashok Kumar has resigned as Director from the Board w.e.f. March 30, 2013.

Mr. D. P. Deshpande has relinquished his Executive position and become a Non-Executive Director w.e.f. April 1, 2013.

Mr. Sanjiv Paul has been co-opted as an Additional Director w.e.f. March 30, 2013. Mr. Paul has also been appointed as Managing Director of the Company w.e.f. April 1, 2013.

Mr. Koushik Chatterjee and Mr. V S N Murty retire by rotation at the ensuing Annual General Meeting and are eligible for re- appointment.

Auditors

M/s Deloitte Haskins & Sells, Chartered Accountants, the statutory auditors of the company shall retire at the ensuing Annual General Meeting and being eligible offered themselves for re-appointment. Your Company has received a Certificate from the Auditors to the effect that their re-appointment, if made would be within the limits of Section 224(1 B) and in compliance with the provisions of Section 226 of the Companies Act. 1956.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

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

ii) 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 your Company for that period;

iii) They have taken proper and sufficient care 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; and

iv) They have prepared the annual accounts on a going concern basis.

Conservation of Energy Technology Absorption, Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, is appended as Annexure "A" and forms part of this Report.

Particulars of Employees

The information required under Section 217(2A) of the Companies Act, 1956 and the Rules made there under, in respect of the employees of the Company, and in terms of Section 219(1)(b)(iv) is available for inspection by Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM and if any Member is interested in obtaining a copy thereof, such Member may write to the Company, whereupon a copy would be sent.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement executed with the Stock Exchanges, a separate section on Corporate Governance along with reports on Management Discussion & Analysis and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

Corporate Social Responsibility

Your Company endeavours to take initiatives to improve quality of life in the community through "SADBHAVNA" a Trust set up for CSR activities. The corpus of the Trust is made by contribution from employees and Company.

Our focused area of CSR activities include:-

- Health

Under Maternal & Child Health care initiative, nutritional survey camp for school children has been very effective in bringing down the number of cases of skin diseases, malnutrition etc.

Through Maternal & Child Health awareness program we have been able to provide clarity on the myths & realities of some common ailments and educate people on the importance of vaccination.

- Education :

In the field of education, scholarships were provided to meritorious students belonging to families from Below Poverty Line (BPL) category and aspiring for higher studies.

- Employability:

The company has been providing ITI training to unemployed youth under the name of "SWABLAMBAN" for the last two years. The first batch has already passed out in June 13 and we are also sponsoring second batch for the current financial year.

The vermicompost project has been running for the last three years. A group of dedicated tribal women of SHG called Sidukanu Birsa at Kunjachawk are successfully running this project and have successfully carved out a livelihood from the project to supplement the income of their families.

Note of Appreciation

The Board takes this opportunity to sincerely thank all its stake- holders namely, shareholders, customers, suppliers/contractors, bankers, employees, government agencies, local authorities and the immediate society for their un-stinted support and co- operation during the year.



On Behalf of the Board of Directors Place : Kolkata Koushik Chatterjee

Date: July 30, 2013 Chairman


Mar 31, 2012

The Directors are pleased to present the Twenty Second Annual Report of the working of the Company along with the statement of accounts and the Auditors' Report for the financial year ended March 31, 2012.

1. Financial Results (Rs. Crore)

Particulars Current Year Previous Year Current Year Previous Year (Stand-Alone) (Stand-Alone)
Gross Income from sales and other operations 1240.15 1438.87 1327.76 1462.92

Profit/(Loss) before Interest, Depreciation and taxes (83.37) 74.03 (103.50) 48.87

Less: Interest 25.62 28.71 39.65 37.66

Profit/(Loss) before Depreciation and Taxes (108.99) 45.32 (143.15) 11.21

Less: Depreciation 16.47 16.64 26.95 26.41

Profit/(Loss) before Taxes (125.46) 28.68 (170.10) (15.20)

Less : Provision for Taxes including deferred taxes (34.86) 5.73 (34.86) 5.73

Profit/(Loss) After Taxes (90.60) 22.95 (135.24) (20.93)

Less : Minority Interest- - - (21.77) (21.50)

Profit/(Loss) After Tax and Minority Interest (90.60) 22.95 (113.47) 0.57

Profit/(Loss) and loss credit balance brought forward 3.53 (12.16) (37.32) (30.62)

Balance available for appropriation (87.07) 10.79 (150.79) (30.05)

Which the Directors have appropriated to :

i) Debenture Redemption Reserve - 7.26 - 7.26

ii) Proposed Dividend on Equity Shares - - - -

iii) Taxes on Dividend - - - -

iv) General Reserve - - - -

Total - 7.26 - 7.26

Balance to be carried forward (87.07) 3.53 (150.79) (37.31)

Dividend

As the company has suffered losses, the Directors are not in a position to recommend any dividend for 2011-12.

Change in Capital Structure

Authorized Share Capital

TML has increased and changed the authorized share capital of the company from Rs. 100.00 crore to Rs. 150.00 crore by (i) retaining 5.00 crore equity shares of Rs. 10 each aggregating Rs. 50.00 crore (ii) re-classifying 5.00 crore equity shares of Rs. 10/- each as 50.00 lac preference shares of Rs. 100/- each aggregating Rs. 50.00 crore; and (iii) creation of 50.00 lac preference shares ofRs. 100/- each aggregating Rs. 50.00 crore, through postal ballot during the year under review.

Issued, subscribed and paid-up capital

The Company has received Rs. 100.00 crore from its holding company i.e. Tata Steel Limited (TSL) by way of equity and made an allotment of 1.00 crore redeemable preference shares of Rs. 100/- each to TSL, on preferential allotment basis, during the year under review.

Business Results

In the year under consideration, TML passed through considerable difficulty mainly due to soaring prices of coal and iron ore. The price of coal and iron ore went up by 30% over the previous year while product prices could be raised only upto 17%. This reduction in the spread put considerable pressure on the margins.

Due to steep increase in price of lump ore from Kamataka associated with limited availability and significant drop in quality, TML had to suspend operations at Redi from October 2011. With only one plant in operation, the sales volume declined significantly from 473,332 tons in 2010-11 to 356,121 tons in 2011-12.

TML had entered into an agreement to sell the Redi Unit, and prepaid a considerable portion of the long term debt to make the unit unencumbered. The transaction could not be consummated due to irreconcilable differences with the buyer. This has resulted in an imbalanced capital structure. The Company is taking steps to restate the appropriate mix of long term and short term debts.

Kharagpur operations also incurred losses due to higher raw material costs, disruption in iron ore supply in the last quarter of the year and unstable blastfurnace health that led to higher coke consumption.

Tata Metaliks Kubota Pipes Ltd. (TMKPL) subsidiary of your Company could increase the production of pipes by 143% from 20402 tons to 49,502 tons but could not achieve its business targets for the year due to lower net realizations arising out of intense competition in the ductile iron (the "Dl") pipe industry. The Dl Pipe business witnessed entry of three new manufacturers (including TMKPL) all located in the eastern part of the country. This brought about * 20-25% drop in net realization for pipes which made the business unprofitable for all manufacturers of Dl Pipe. Towards the end of 2011-12, prices began moving up but are still below expected levels. The upward trend in coke and iron ore prices also caused a significant increase in the input cost of the business.

Thus, on a consolidated basis TML reported a Loss after Tax and Minority Interest of Rs. 113.47 crores in 2011-12 against a profit ofRs. 0.57 crores in the previous year.

Building Customer Centric culture-

With TML's focus on 'Customer Centricity', an organization- wide initiative "SCOPE" launched in earlier years has helped in integrating and aligning of work processes within the company and in building a better understanding of the requirements of internal and external customers.

The Marketing and Sales objective for 2012-13 is to augment the Company's net realization by offering premium product Tata eFeeTM, the first branded pig iron which has created possibilities of bringing down energy consumption in the foundries by 5- 15%. 55,177 tons of Tata eFeeTM was sold during 2011-12 and the Company expects to increase the share of Tata eFeeTM in the coming years. The Company plans to improve market share with higher volumes of the value added product and enhanced services. This is expected to reduce the sales to cash realization cycle.

Sales Performance

During 2011-12, your Company produced 352,322 tons of hot metal and sold 303,278 tons of pig iron (domestic 295942 tons with market share of 8% and export 7336 tons). The off-take of hot metal by the Dl pipe business started to increase over the months and reached its maximum in March 2012. The sales performance of pig iron for the past five years is presented below:

Domestic prices of pig iron which were stable in the first quarter of 2011 -12 started rising from August 2011 and thereafter again remained stable. International prices remained significantly lower than domestic prices and your company did not find it lucrative to export pig iron. Therefore, exports share in the total revenue was marginal.

Pig iron market remained volatile and non-committal with regard to long term purchases. The total share of pig iron produced by secondary manufacturers has marginally declined from 89.64% in 2010-11 to 88.08% in 2011-12. Some pig iron producers had to curtail their production due to non availability of iron ore. Increased availability of low cost substitutes including basic grade pig iron and steel scrap, prompted foundries to reduce usage of foundry grade pig iron.

Expansion Projects

(i) Projects at Kharagpur

a) As previously reported, your Directors are hopeful of commissioning the 40m* Sinter Plant at Kharagpur by September, 2012. This project will enable TML to substitute 50% of the expensive lump ore by sinter in the blast furnace burden.

b) The Board of Directors of the Company has also approved normal relining, modification and up gradation of MBF#2 at the Kharagpur Unit for its capacity enhancement from the current volume of 215m> to a new volume of 259m>. The cooling water circuit of the blast furnace will also be modified to reduce water consumption. This, together with bell less top charging facility, will yield benefits to the Company through increase in production by 15000 THM/year, decrease in coke rate by 12 kg/THM and reduction in specific emission by 0.07 TC02/THM.

(ii) Karnataka Project

Further to the development reported last year, there have not been any major developments except on land acquisition. Against the approval for allotment of 2500 acres of land, your Company was asked to make advance payments to Karnataka Industrial Area Development Board (KIADB).

(iii) Backward integration - Acquisition of mines

Your Company has taken up with Government to get a mining lease after submitting the prospecting report and mining lease application for Dongarpal Mines, from Government of Maharashtra.

Proposals for acquisition of mines in the iron ore bearing states of Karnataka, Odisha, Jharkhand, Chhatisgarh for the 3 mtpa steel project as well as raw material linkages for Kharagpur project are being pursued.

Consolidated Financial Statements

The Audited Consolidated Financial Statements based on the Financial Statements received from the subsidiary Company, TMKPL as approved by its Board of Directors, have been prepared in accordance with the Accounting Standard-21 (AS- 21) - 'Consolidated Financial Statements', Accounting Standard- 23 (AS-23) - 'Accounting for Investment in Associates' and Accounting Standard-27 (AS-27) - 'Financial Reporting of Interests in Joint Ventures', notified under Section 211 (3C) of the Companies Act, 1956 read with Companies (Accounting Standards) Rules, 2006 as applicable.

The consolidated financial statements presented by your Company include financial information of the subsidiary i.e. TMKPL prepared in compliance with applicable Accounting Standards. The Ministry of Corporate Affairs, Government of India vide its Circular No. 5/12/2007-CL-lll dated February 8, 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956, from attaching the balance sheet, profit and loss account and other documents of the subsidiary companies to the balance sheet of the Company, provided certain conditions are fulfilled. Accordingly, annual accounts of the subsidiary company and the related detailed information will be made available to the holding and subsidiary company's investors seeking such information at any point of time. The annual accounts of the subsidiary company will also be kept for inspection by any investor at the Registered Office of the Company and that of the subsidiary company at 43, Jawaharlal Nehru Road, Kolkata - 700 071.

Directors

Mr. Ashok Kumar Basu and Mr. Dipak Kumar Banerjee retire by rotation at the ensuing Annual General meeting and are eligible for re-appointment.

Dr. Pingali Venugopal, Mr. Digambar Pandurang Deshpande and Mr. Krishnava Dutt have been co-opted as Additional Directors in the Board and will hold their respective offices up to the date of the ensuing annual general meeting of the company. The Company has received notices under Section 257 of the Companies Act, 1956 from three shareholders of the company who have proposed the respective candidatures of Dr. Pingali Venugopal, Mr. Digambar Pandurang Deshpande and Mr. Krishnava Dutt as Director in the company.

Your Board took little more time than prescribed to re-balance its desired composition, as Board was in search for a right profile and finally co-opted Dr. P Venugopal in the Board.

Mr. Harsh K Jha, has been re-appointed as Managing Director for a further period of 1 (one) year with effect from April 1, 2012.

Mr. Digambar Pandurang Deshpande has been appointed as Executive Director of the Company for a period of 3 (three) years with effect from April 1,2012.

Statutory Disclosures

None of the Directors are disqualified under the provisions of Section 274(1 )(g) of the Companies Act, 1956. The Directors have made the requisite disclosures, as required under the provisions of the Companies Act, 1956 and Clause 49 of the standard listing agreement.

Auditors

The Auditors, M/s Deloitte, Haskins & Sells, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a Certificate from the Auditors to the effect that their appointment, if made, would be within the limits of Section 224(1 B) and in compliance of Section 226 of the Companies Act, 1956.

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

The Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is appended as Annexure "A" and forms part of this Report.

Particulars of Employees

The information required under Section 217(2A) of the Companies Act, 1956 and the Rules made there under, in respect of the employees of the Company, and in terms of Section 219(1)(b)(iv) is available for inspection by Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM, and if any Member is interested in obtaining a copy thereof such Member may write to the Company, whereupon a copy would be sent.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on 'Corporate Governance' has been included in this Annual Report, along with reports on 'Management Discussion and Analysis' and 'Shareholder Information'.

All Board members and senior management personnel have affirmed compliance to the Code of Conduct for 2011-12.

A Certificate from the Statutory Auditors of the Company regarding compliance of conditions and provisions of the Corporate Governance is enclosed after the Corporate Governance Report.

Amount transferred to Investors' Education and Protection Fund

During the year under review, pursuant to the provisions of Section 205C of the Companies Act, 1956, the following unclaimed amounts pertaining to 2003-04 were credited to the Investors' Education & Protection Fund :

Sl Particulars Date of Amount Transfer transferred

1 Unpaid dividend 2003-04 19.08.2011 Rs. 2,287,921.00

Investor Services

The Investors Relations function of your Company strives to cater to the increasing expectations of the investors by keeping its services backed with state of the art infrastructure and systems. The Registrar and Transfer Agents of your Company have been accredited with ISO certification for their investor servicing.

The investors can also directly lodge their queries / complaints to the Compliance Officer of the Company over e-mail on 'investors@tatametaliks.co.in'.

Official news releases, financial results and investor related information are also displayed on the Company's website 'wwwtatametaliks.com'.

Your Company, in keeping with statutory requirements, publishes the financial and other investor related information, in English as well as vernacular newspapers, where the registered office of the Company is situated.

Availability of information on Corporate Filing and Dissemination System (CFDS)

SEBI vide circular no SEBI/CFD/DIL/LA/4/2007/27/12 dated December 27, 2007 informed that EDIFAR will be phased out gradually in view of new portal viz. Corporate Filing and Dissemination System (CFDS) put in place jointly by BSE and NSE at the URL www.corpfiling.co.in wherein requisite information about your Company is available. SEBI has since discontinued the EDIFAR system w.e.f from April 1, 2010.

Corporate Social Responsibility

Your Company along with TMKPL engages itself in various community initiatives under "Sadbhavna'.

The Company focuses on the areas of health, education & employability issues of the community.

(i) Health:

Under Maternal & Child Health care initiative, nutritional survey camp for school children has been very effective in bringing down the number of cases with skin diseases, malnutrition etc.

Women in the rural areas underplay their health and non availability of female doctors in the community was a disadvantage for them. Gynaecological camps have been organized to benefit the women of our community.

(ii) Education :

In the field of education, scholarships were provided to meritorious students coming from BPL (Below Poverty Line) category and aspiring for higher studies.

(iii) Employability :

The vermicompost project is sustainable for the last two years. A group of dedicated tribal women of SHG called Sidukanu Birsa at Kunjachawk are successfully running this project and have created a livelihood to supplement the income of their family.

Your Company has also initiated to provide technical education (ITI) to the youth of the nearby villages who are from economically weaker sections of society.

Driver-straining:

To promote self employment in the vicinity of TML plant, Kharagpur, driver's training program has been held by TML and driving license has been provided to 22 persons of nearby villages.

Directors' Responsibility Statement:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

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

ii) 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 your Company for that period;

iii) they have taken proper and sufficient care 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; and

iv) they have prepared the annual accounts on a going concern basis.

The above statements were noted by the Audit Committee at its meeting held on April 25, 2012.

Directors' response to the comments made by the Auditors in their report

Auditors' Report read together with Annexure referred to in Paragraph 3 of the Auditors' Report do not contain any qualification of significant nature and do not call for any explanation/clarification.

Note of Appreciation

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

The Directors appreciate and value the contributions made by every member of the TML family. Propelled by your Company's strong vision and powered by internal vitality, your Directors look forward to the future with confidence.

On Behalf of the Board of Directors

Place : Kolkata Koushik Chatterjee

Date: July 5, 2012 Chairman

 
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