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Directors Report of Tayo Rolls Ltd.

Mar 31, 2016

Directors'' Report

To the Members,

The Directors present the Forty- Eighth Annual Report on the business and operations of your Company along with the financial statements for the year ended March 31, 2016.

1. FINANCIAL RESULTS:

Particulars

Current Year Rupees Lakhs

Previous Year Rupees Lakhs

a)

Profit/(Loss) before Depreciation, tax and exceptional Items

(5233)

(4663)

b)

Deduct: Depreciation

1541

1305

c)

Profit/ (Loss) before tax and exceptional items

(6774)

(5968)

d)

Add: (Deduct) exceptional items

(8914)

(794)

e)

Profit / (Loss) before tax

(15688)

(6762)

f)

Tax:

---

—

g)

Profit/ (Loss) after tax

(15688)

(6762)

h)

Transfer to Reserve

---

—

i)

Loss carried to Balance Sheet

(15688)

(6762)

2. DIVIDEND:

The Directors have decided not to recommend any dividend for the year ended March 31, 2016 due to loss.

3. PREFERENTIAL ALLOTMENT OF REDEEMABLE PREFERENCE SHARES:

During the year 16,00,000 (sixteen lakhs only) 8.50% Non-cumulative Redeemable Preference Shares of Rs. 100/- (Rupees one hundred each only) each has been allotted to Tata Steel Limited on preferential basis. After allotment of these Non-cumulative Redeemable Preference Shares, the paid up share capital of the Company is Rs. 2,61,26,13,567/- (Rupees two hundred sixty one crore twenty six lakh thirteen thousand five hundred sixty seven only).

4. REFERENCE TO BIFR:

Post 2008 financial crisis Tayo’s performance has significantly deteriorated. Your Company has been incurring losses due to multiple reasons such as delay in the setting up of Forged Roll Project, delay in Technology absorption for next generation rolls, liquidity crunch etc. The customers while seeking deferment of deliveries, were prescribing stringent quality specification resulting in higher costs. As a result, Cast Roll business performed sub-optimally and incurred cash losses. The subdued growth in infrastructure sector, over-capacity situation in the Roll and Forging industry reflected in lower capacity utilization , and severe cash constraints among customers led to higher working capital requirement and higher finance cost.

To support Tayo, the Promoters have extended their financial and technical support from time to time. The Company has invested these funds towards improvement of equipment reliability and infrastructure, absorption of new technology, repayment of debts, working capital requirements, and loss funding.

In view of the continued under utilization and consequent losses, your Company has written down the value of its assets by Rs. 77.88 crores resulting into negative net worth during Q3 of FY’16. Considering negative net worth, continued cash loss, inability to meet future financial obligations, and other related factors as above, the Board of Directors at their meeting held on February 12, 2016, decided that the Company be referred to the Board for Industrial and Financial Restructure (BIFR) under First Proviso to Section 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985.

Accordingly, your Company had made a reference to the BIFR on February 29, 2016, which was registered on March 23, 2016 with the BIFR.

On May 26, 2016, the Board of Directors of your Company has decided to introduce employees Voluntary Separation Scheme and suspension of operations in a phased manner

5. OPERATION AND SALES:

(i) During the year under review, the Company’s turnover was Rs. 13596 lakhs as against Rs.14918 lakhs in the previous year. The sales of rolls 6751 tons, which includes the sale of Forged Rolls of 1160 tons against 908 tons in the previous year. The sale of Engg Forgings was 711 tons as against 472 tons in the previous year.

(ii) During the year under review, the production of pig iron was 25281 tons, as against 17247 tons in the previous year.

(iii) During the year under review, the Company has incurred a net loss of Rs.15688 lakhs as against the net loss of Rs. 6762 lakhs in the previous year.

6. FINANCIAL AND WORKING CAPITAL MANAGEMENT:

Your Company caters mainly to the Steel Industry, which is facing liquidity challenges due to several reasons including dumping of Steel Products. The Steel Industry continues to put pressure on the Roll manufacturers with longer Credit Term, deferred payment and lean inventory. Aggressive pricing strategy of Roll Industry has also put your Company under pressure. As a result thereof, the liquidity position of your Company continued to be fragile during the year.

7. FIXED DEPOSITS:

Your Company has not accepted / renewed any fixed deposit during the year.

8. TECHNOLOGY AND GROWTH:

8(I) TECHNOLOGY:

8(i)(a) Cast Roll:

During the year, your Company engaged deeply with Yodogawa Steel Works Ltd., Japan to improve the quality performance of Cast Rolls. Your Company has focused primarily on the stabilization of good modularity in Enhance Carbide (TS) Roll for CSP (Compact Strip Profile) mills to reduce roll failure in mills. The performance improvement of CCM Roll and SG Core strength of Bi-metallic Rolls have also been practiced. Improved Enhance carbide (TS) & SNG (Type-1) Rolls supplied are resulting into better performance. Adamite sleeve and Plunger have also been developed to cater to the need of modern heavy section mills. Methoding and process improvement have resulted in quality improvement of Static Cast Rolls.

8(i)(b) New Business:

During the year, focus was on improvement of microstructure of Forged Rolls through heat treatment cycles. Implementation of unique specialized cryogenic treatment of Forged Roll has given significant improvement in hardness on the surface as well as at depth. Deep analysis and experiments have resulted in better microstructure in the Forged Rolls. Due to improved cleanliness level in forged products, new business opportunities and new customers were developed.

8(ii) GROWTH:

8(ii)(a) Cast Roll:

During the year, your Company could not show promising volume due to several reasons. However, revamping of Foundry and Melting furnace have improved the reliability of equipment & infrastructure. Revamping of Mould drying oven has reduced rejection. Development of Graphitic steel rolls, Adamite arbors and plunger of extrusion press also provided an opportunity to enter into new business in Cast Roll segment.

8(ii)(b) New Business

Tayo has developed special grade Forged Roll for the first time to fulfill its customer’s requirement. In the area of Engineering Forging, your Company has developed special and tailor made products, including development of special wheels.

9. TOTAL QUALITY MANAGEMENT:

(i) Your Company had participated in the “Tata Innovista 2015”, which is a platform within the Group to showcase innovative edges and initiatives.

(ii) The Indian Register Quality Systems conducted Surveillance Audit for ISO 9001:2008 Quality Management System, ISO 14001:2004 Environmental Management System and OHSAS 18001:2007 Occupational Health and Safety Management System, and your Company was successful in this audit.

(iii) The “TAYO Improvement Projects” (TIP) initiative had been mentored, and the progress was reviewed by the senior leaders every month. The initiative had given us substantial savings which would have been greater if the production volumes would have been achieved.

(iv) The Quality Circle initiative has been rejuvenated and re-launched under the name “Abhyuday” to improve the morale of employees and quality of processes. This initiative also aimed to boost the engagement of employees. Your Company had also arranged sessions with experts on technical and quality aspects of Roll manufacturing.

10. SAFETY AND HEALTH:

As per the Tata Group philosophy, Safety is given primary focus in the Company. Senior leadership is fully committed towards improving the safety culture and awareness and is involved in formulating and guiding the safe work practices. Being in close proximity of one of our Promoters, Tata Steel, we enjoy the guidance and expertise support in the various avenues of safety.

Your Company initiated projects in Safety for awareness among the employees and institutionalize safety practices all across. Apart from the visuals and awareness training programmes, the behavioral aspects of safety were communicated through interactions and discussions at various levels. Safety initiatives were also extended to our service providers, contract workforce, local community, visiting customers, inspectors and other officials through mandatory use of PPEs.

Following actions have been taken to improve behavioral safety.

(i) Safety programmes like Safety Competitions, House-keeping, Safety training, Fire Fighting training, Mock Drill and First-Aid Training, National Safety day etc. were conducted regularly. Basic and standard lead and lag measures pertaining to safety performance form the basis of “Safety Performance Reporting and Review”. Review of the lag measures like near misses, first aid cases, incident investigations and analysis of root causes helped in strengthening the improvement plans and executions

(ii) Employees undergo mandatory periodical medical examination as stipulated under various statutory requirements. Free medical facilities are provided at Tata Main Hospital and Company’s Dispensaries apart from other areas where specific attention is given to ensure fitness of employees at the work place.

(iii) Tree plantation was done in and around the factory premises. Compliance to EHS legislations has been achieved through implementation of the Environmental, Occupational Health and Safety Policy of the Company which ensures continual improvement on safety front.

11. COMMUNITY INITIATIVES:

Your Company is committed towards the welfare of the society. Several initiatives were undertaken during the year like community and skill development, Blood donation camps, Health awareness Programme, Acu-pressure treatment camp, distribution of free sapling etc, were conducted in the villages situated around the Plant. Organised Yoga sivir camp at Tata Complex Colony, Gamharia in which employees and their family members participated.

12. AFFIRMATIVE ACTION:

The Company is guided by the Code of Conduct on Affirmative Action. The Company ensures implementation of the Code by arousing awareness on the subject amongst employees, vendors, suppliers and stakeholders through training programmes conducted from time to time. Emphasis is laid on 4Es ie Employment, Entrepreneurship, Employability and Education.

13. AUDIT REPORT:

The Statutory Auditors Report on Audited Annual Accounts for the financial year 2015-16 doesn’t contain any qualification, reservation or adverse remarks which warrant comments from the Board of Directors.

The Secretarial Auditors Report for the financial year 2015-16 doesn’t contain any qualification, reservation or adverse remark which warrant comments from the Board of Directors. The Secretarial Audit Report as required under section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report.

14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of Loans, Guarantees and Investments, if any, have been disclosed in the Financial Statements.

15. CONTINGENT LIABILITIES AND MAJOR LITIGATIONS:

(i) Consequent to the order of the Hon’ble Supreme Court vide its order dated April 15, 2009, upholding the decision of the Hon’ble Patna High Court with a direction to BSEB to rework the rates of fuel surcharge. BSEB has adjusted Rs. 23.23 crore against the Coal Claims of Rs. 100 crore and modified the rate of fuel surcharge for the financial year 1998-99 to 158.79 P/ Kwh against the earlier notified rate of 164.83 P/ Kwh for the financial year 1998-99, thus giving a benefit of 6.04 P/ Kwh to the consumers. However, this benefit will be passed on to the consumers on receipt of Coal Claim of Rs. 100 crore by BSEB from the Coal Companies.

The Hon’ble Supreme Court has, however, given liberty to the consumers to approach High Court to challenge the correctness of this adjustment and the terms of such adjustment and also stated that the other pending issues on fuel surcharge can be taken up by the consumers before the High Court.

The Hon’ble Jharkhand High Court had passed its order against the Company. Thereafter, the Company has filed a Letters Patent Appeal (LPA) before the Division Bench of the Jharkhand High Court. The Division Bench in its Interim order, directed Company to pay the principle amount by August 31, 2015 (this was paid by Tayo even before the order) and 50% of DPS to be payable in 3 equal monthly installments beginning from August 31, 2015 and to furnish a Bank Guarantee for balance 50% of DPS. The Company also had to renew the Bank Guarantee of Rs. 3.72 crores which was given at the time of disconnection of electricity in the year 2013. Against the interim order, the Company has filed a Special Leave Petition (SLP) in the Hon’ble Supreme Court. The Supreme Court granted stay on the payment of DPS till final decision in LPA by the Jharkhand High Court.

(ii) In the year 2000, your Company had filed a writ petition in Hon’ble Jharkhand High Court challenging the applicability of 1999 Tariff schedule (HTSS category) to 1993 Electricity Tariff on Tayo. Hon’ble Jharkhand High Court on May 02, 2013, had dismissed Company’s Petition and confirmed the applicability of 1999 Tariff schedule on Tayo. Consequent to the adverse judgment of Hon’ble Jharkhand High Court, with regard to applicability of electricity tariff to the Company from January 2000 till

March 2013, the Jharkhand State Electricity Board (JSEB) has issued a rectified energy bill dated June 10, 2013 for Rs. 272.03 crore, which includes delayed payment surcharge of Rs. 208.00 crore and fuel surcharge of Rs. 5.96 crore.

The Judgment dated May 2, 2013 was challenged on various legal grounds by way of LPA before the Hon’ble Jharkhand High Court which was admitted on merit. Meanwhile the Jharkhand State Electricity Board has initiated Certificate proceeding against the Company, Board of Directors and its Officers for recovery of Rs. 263.61 crore, which was challenged before the Certificate Officer. On December 12, 2015, the Certificate Officer in his order absolved the Directors and Officers from their liability to the extent of Certificate amount and ordered the JSEB to raise fresh Bill within 15 days and the Company to pay the same. Pursuant to the order of Certificate Officer, the JSEB had raised a bill of Rs. 218 crore which was also challenged by the Company in the Hon’ble High Court. The High Court in its interim order mentioned that no coercive action shall be taken against the Company during pendency and final disposal of the LPA at High Court. These LPAs are still pending at Hon’ble Jharkhand High Court.

iii) Writ Petitions challenging the order of Jharkhand Government denying exemption from the operation of Employee State Insurance Act, 1948 are pending with Hon’ble Jharkhand High Court.

16. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

Mrs. Ramya Hariharan (DIN-06928511) was appointed as Director under Section 160 of the Companies Act, 2013 at the 47th Annual General Meeting held on August 29, 2015. Mrs. Hariharan is an Independent Director on the Board and was appointed for a period of five (5) consecutive years from October 20, 2014 or till the date of retirement of Non-Executive Directors as per Tata Group Policy, whichever is earlier.

Mr. Yoshikazu Miyasaka (DIN- 07125432) was appointed as Director under section 160 of the Companies Act, 2013. Mr. Miyasaka is Promoter, Non-Independent, Non-Executive Director.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Article 146 of the Articles of Association of the Company, Mr. Anand Sen (DIN- 00237914), Director retires by rotation and being eligible, offers himself for re-appointment.

The existing tenure of three years of Mr. K. Shankar Marar is expiring on August 10, 2016. The Board of Directors on the recommendation of the Nomination and Remuneration Committee and subject to the approval of members by way of special resolution at the forthcoming Annual General Meeting and Central Government, if any, have re-appointed Mr. K. Shankar Marar as Managing Director for a further period of three years with effect from August 11, 2016. Accordingly, pursuant to Section 196, 197 and other applicable provisions of the Companies Act, 2013 read with Schedule V of the Companies Act, 2013, Mr. K. Shankar Marar is appointed as Managing Director on such terms and condition as may be agreed between the Board and Mr. Marar and specified in the notice convening the Annual General Meeting.

17. DIRECTORS'' SHAREHOLDING:

The shareholding of Managing Director and Non-Executive Directors in the Company is NIL.

18. NUMBER OF MEETINGS OF BOARD:

During the year, eight Board meetings were held wherein directors were present either physically or through Video Conferencing.

19. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors have given declaration under Sec 149(6) of the Companies Act, 2013 read with Regulation 16 (b) of the SEBI (LODR) Regulations, 2015, regarding their independence.

20. INTERNAL FINANCIAL CONTROLS:

The Company has put in place internal financial controls with reference to financial statements. To further strengthen the existing system, an audit of the system and process was carried on by the auditors. The gaps, if any, in the system and process have been tighten to ensure adequacy of internal financial controls in the Company. However, during the year, no reportable material weakness in the design or operation was observed. The Audit Committee periodically reviews the internal financial control systems.

21. 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 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 Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

21.2 they have selected such accounting policies in consultation with the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit / loss of your Company for that period;

21.3 they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

21.4 the Management has concluded that the going concern basis is not appropriate because of the financial condition of the Company and, therefore the Financial Statements have been prepared on non-going concern basis;

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

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

22. BOARD MEMBERSHIP CRITERIA:

The Nominations and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education, and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner.

In evaluating the suitability of individual Board members, the Nomination and Remuneration Committee considers many factors, including general understanding of marketing, finance, operations management, public policy, international relations, legal, governance and other disciplines relevant to the success of the Company in today’s business environment; understanding of the Company''s business; experience in dealing with strategic issues and long-term perspectives; maintaining an independent familiarity with the external environment in which the Company operates and especially in the Director’s particular field of expertise; educational and professional background; personal accomplishment; and geographic, gender, age, and ethnic diversity.

The Board evaluates each individual in the context of the Board as a whole, with the objective of having a group that can best perpetuate the success of the Company''s business and represent stakeholder’s interests through the exercise of sound judgment, using its diversity of experience.

In determining whether to recommend a director for re-election, the Committee, also considers the director’s past attendance at meetings, participation in meetings and contributions to the activities of the Board, and the results of the most recent Board self-evaluation.

Board members are expected to rigorously prepare for, attend and participate in all Board and applicable Committee meetings. Each member is expected to ensure that their other current and planned future commitments do not materially interfere with the responsibilities at the Company.

23. BOARD DIVERSITY POLICY:

The Company recognizes the importance of diversity in its success. It is essential that the Company has as diverse a Board as possible.

A diverse Board will bring in different set of expertise and perspectives. The combination of Board having different skill set, industry experience, varied cultural and geographical background and belonging to different race and gender will bring a variety of experience and viewpoints which will add to the strength of the Company.

While all appointments to the Board are made on merit, the diversity of Board in aggregate will be of immense strength to the Board in guiding the Company successfully through various geographies.

The Nomination and Remuneration Committee reviews and recommends appointments of new Directors to the Board. In reviewing and determining the Board composition, the Nomination and Remuneration Committee considers the merit, skill, experience, race, gender and other diversity of the Board. To meet the objectives of driving diversity and an optimum skill mix, the Nomination and Remuneration Committee may seek the support of Parent company.

24. CRITERIA FOR DETERMINING INDEPENDENCE OF DIRECTORS: Independence Guidelines:

A Director is considered independent if the Board makes an affirmative determination after review of all the relevant information. The Board has established the categorical standards to assist it in making such determinations. A Director to be considered independent:

- Shall not be Managing Director or a Whole time Director or a Nominee Director.

- Shall be, in the opinion of the Board, a person of integrity and shall possess relevant expertise and experience.

- Shall not be a Promoter of the Company or its holding, subsidiary or associate Company.

- Shall not be related to Promoters or Directors in the Company, its holding, subsidiary, or associate Company.

- Apart from receiving Director’s remuneration, shall not have any pecuniary relationships with the Company, its holding, its subsidiaries, its associate companies, its Promoters, or Directors, during the current financial year or immediately preceding two financial years.

- Relatives should not have or had pecuniary relationships or transactions with the Company, its holding (s), subsidiary or associate Company, or their promoters, or Directors, amounting to 2% or more of its gross turnover or total income or Rupees 50 lakhs (Rupees fifty lakh) or such amount as the Company may prescribe, whichever is lower, during the two immediately preceding financial years or during the current financial year.

- Neither himself / herself nor any of his / her relatives shall hold or has held the position of a KMP or is or has been employee of the Company or its holding, subsidiary or associate Company in any of the three financial years immediately preceding the financial year in which he / she is proposed to be appointed.

- Neither himself / herself nor any of his / her relatives shall or has been an employee or proprietor or a partner, in any of the 3 financial years immediately preceding the financial year, of :

a) a firm of Auditors or Company Secretaries in practice or Cost Auditors of the Company or its holding, subsidiary or associate Company;

b) any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate Company amounting to 10% or more of the gross turnover of such firm;

c) holds together with his relatives 2% or more of the total voting power of the Company (“Substantial Shareholder”);

d) a Chief Executive or Director, by whatever name called, of any non-profit organization that receives 25%, or more of its receipts from the Company, any of its Promoters, Directors or its holding, subsidiary or associate Company or that holds 2%, or more of the total voting power of the Company;

- Has not held office for more than two consecutive terms on the Board of the Company.

- Should not be a material supplier, service provider or customer or a less or or a lessee of the Company.

- Shall not be less than 21 years of age.

- Possesses such other qualifications as may be prescribed by the Companies Act, 2013.

25. REMUNERATION POLICY:

The philosophy of remuneration of Directors, KMP and all other employees at Tayo Rolls Limited (‘Company’) is based on the commitment demonstrated by the Directors, KMPs and other employees towards the Company The key principles governing the Remuneration Policy are as follows:

(i) Remuneration for Independent Directors and Non-Independent Non- Executive Directors:

- Overall remuneration should be reflective of the size of the company, complexity of the sector/ industry/ company’s operations and the company’s capacity to pay the remuneration and should be consistent with recognized best practices.

- Independent Directors (“ID”) and Non-Independent Non-Executive Directors (“NED”) may be paid sitting fees (for attending the meetings of the Board and Committees of which they may be members). Quantum of sitting fees and NED Commission may be subject to review on a periodic basis, as required.

- Within the parameters prescribed by law, the payment of sitting fees and commission will be recommended by the Nomination and Remuneration Committee and approved by the Board.

- Overall remuneration (sitting fees and commission) should be reasonable and sufficient to attract, retain and motivate Directors aligned to the requirements of the company.

- The aggregate commission payable to all the NEDs and IDs will be recommended by the Nomination and Remuneration Committee to the Board, based on company’s performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters, as may be decided by the Board.

- The Nomination and Remuneration Committee will recommend to the Board, the quantum of commission for each Director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by Directors other than in meetings.

- In addition to the sitting fees and commission, the company may pay to any director such fair and reasonable expenditure, as may have been incurred by the director while performing his / her role as a Director of the company. This could include reasonable expenditure incurred by the director for attending Board / and its committee meetings, general meetings, court convened meetings, meetings with shareholders / creditors / management, site visits, induction and training (organized by the company for Directors) and in obtaining professional advice from independent advisors in the furtherance of his / her duties as a Director.

(ii) Remuneration for Managing Director (“MD”)/ Executive Directors (“EDs”)/ KMP/ rest of the employees:

The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence remuneration should be:

- Market competitiveness driven by the role played by the individual.

- Reflective of size of the company, complexity of the sector / industry / company’s operations and the company’s capacity to pay.

- Consistent with recognized best practices and aligned to any regulatory requirements.

- The remuneration mix for the MD / EDs is as per the contract approved by the shareholders. In case of any change, the same would again require the approval of the shareholders.

- Basic / fixed salary is provided to all employees to ensure that there is a steady income in line with their skills and experience.

In addition to the basic / fixed salary, the company may provide employees with certain perquisites, allowances and benefits to enable a certain level of lifestyle and to offer scope for savings and tax optimization, where ever possible. The company may also provide all employees with a social security net (subject to limits) by covering medical expenses and hospitalization through re-imbursements or insurance cover and accidental death and dismemberment through personal accident insurance.

The company provides retirement benefits as applicable.

In addition to the basic / fixed salary, benefits, perquisites and allowances, the company may provide MD / EDs such remuneration by way of bonus / performance linked incentive and/or commission calculated with reference to the net profits of the company in a particular financial year, as may be determined by the Board, subject to the overall ceilings stipulated in Section 197 of the Companies Act, 2013 read with Schedule V of the Act. The specific amount payable to the MD / EDs would be based on performance as evaluated by the Board or the Nomination and Remuneration Committee and approved by the Board.

The company may provide the rest of the employees a performance linked bonus and/or performance linked incentive. The performance linked bonus/performance linked incentive would be driven by the outcome of the performance appraisal process and the performance of the Company.

(iii) Remuneration payable to Director for services rendered in other capacity:

The remuneration payable to the Directors shall be inclusive of any remuneration payable for services rendered by such Director in any other capacity unless:

- The services rendered are of a professional nature; and

- The Nomination and Remuneration Committee is of the opinion that the director possesses requisite qualification for the practice of the profession.

26. PERFORMANCE EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, Individual Directors as well as the evaluation of various Committees.

The performance evaluation of the Independent Directors was carried out by the entire Board. The Independent Directors at their exclusive meeting separately reviewed the performance of Non- Independent Directors and the Board as a whole, performance of the Chairman of the Company and quality, quantity & timeliness of flow of information between the Company Management and the Board. The Directors expressed their satisfaction over the evaluation process.

27. LOAN TO DIRECTORS:

During the year, the Company has not advanced any loan nor given any guarantee nor provided any security in connection with any loan made to any of its Director/s or to any other person in whom the Director is interested as mentioned in Section 185 of the Companies Act, 2013 read with Rule 10 of the Companies (Meetings of Board and its Powers) Rules, 2014.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per section 135 (1) of the Companies Act, 2013, every Company having a net worth of Rupees five hundred crores or more, or turnover of Rupees one thousand crores or more, or net profit of Rupees five crores or more, during any financial year is required to constitute a Corporate Social Responsibility Committee of the Board consisting of three or more Directors, out of which at least one Director shall be Independent Director.

Your Company has been suffering from loss since FY 2008-09 and doesn’t fulfill any of the criteria as specified under section 135 (1) of the Companies Act, 2013, therefore, Corporate Social Responsibility Committee of the Board is not required and as a result, Company has not constituted a Corporate Social Responsibility Committee. However, in spite of acute shortage of cash and poor financial position, your Company has tried to meet its social obligations, wherever possible with its limited resources.

29. RELATED PARTY TRANSACTIONS:

During the year under review, your Company has not entered into any contract/ arrangement which falls under the purview of Section 188 of the Companies Act, 2013. However few related parties transactions are such which are covered under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also entered into material related party transactions for which approval of the shareholders have already been taken at 47th Annual General Meeting and approval for shortfall, if any, will be taken at the forthcoming Annual General Meeting. Approval of shareholders is also being sought for likely related party transactions for FY’17, at the forthcoming Annual General Meeting. All the transactions with the related parties are at arm’s length and in the ordinary course of business and have prior approval of the Audit Committee. The policy on materiality of Related Party Transaction is available on the website of the Company at www.tayo.co.in. As required under section 134 (3) (h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, “Form AOC-2” is annexed with this report.

30. CORPORATE GOVERNANCE:

Management Discussion and Analysis, Corporate Governance, Managing Director’s and Auditor’s Certificates are made part of this Annual Report.

31. EXTRACT OF ANNUAL REPORT:

As required under section 134 (3) (a) of the Companies Act, 2013 read with Section 92(3) and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, “Form MGT-9” is annexed with this report.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the period under review:

- No. of complaints received : NIL

- No. of complaints disposed off : Not Applicable

33. PARTICULARS OF EMPLOYEES:

33. a As per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board Report shall include a statement showing the name of every employee of the company, who:

(i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than rupees one crore two lakhs only ;

(ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than rupees eight lakhs fifty thousand only per month;

(iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

During the financial year 2015-16, none of the employees are in receipt of remuneration as specified above. Therefore statement under Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required.

33. b The Information required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:

As on March 31, 2016, total number of employees on roll was 698. During the year under review, the ratio of remuneration of Whole Time Director (“WTD”) to the median remuneration of employees is 12:1. The annual increment for officers is based upon the performance evaluation system and for other employees, it is governed as per the Wage Agreement. However, due to loss no increment was given to any of the Key Managerial Personnel’s (KMP) and other officers.

The Key Managerial Personnel are holding strategic positions and are responsible for steering the performance of the Company and adhering to various statutory compliances as well as implementation of the strategies chalked out through the operational and management team. The median remuneration of employees’ was increased by approximately 3.74% . The reason for low percentile increase in median remuneration of employees is retirement / superannuation of workman in higher wage structure and joining of new employees in new wage structure. The median increase in average remuneration was to take care of minimum inflation.

In terms of shareholders’ approval obtained at the Annual General Meeting held on July 18, 2012, the Non-Executive Directors are also paid commission at the rate not exceeding 1% of the net profits computed in accordance with section 309 of the erstwhile Companies Act, 1956 (equivalent to section 197 of the Companies Act, 2013) distributed on the basis of Board and various Committees meetings attended and chaired by the Non-Executive Directors. However, due to inadequacy of profits during the financial year 2015-16, commission will not be paid to the Non-Executive Directors.

Market Capitalization as on 31.03.2016 based upon the closing price of listed equity shares was ~Rs.3909 lakhs as against ~Rs. 5710 lakhs as on 31.03.2015. Earnings Per Share (EPS) as on 31.03.2016 was Rs. (152.89) as against Rs. (65.90) on 31.03.2015.The previous Rights issue of the Company was in the financial year 2008-09 @ Rs. 116/- per share. Percentage decrease in the quoted price of shares is approximately 67 %.

No employee is paid in excess of the Managing Director.

We confirm that the remuneration paid to the Director / Key Managerial Personnel and other employees are in accordance with the Remuneration policy approved by the Board of Directors on the recommendation of Nomination and Remuneration Committee. None of the employees of the Company are in receipt of remuneration in excess of Rs. 1.02 crore per annum.

34. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

In terms of the Section 134(3) (m) of the Companies Act, 2013 read Rule 8(3) with Companies (Accounts) Rules, 2014, the particulars in respect of (a) Conservation of Energy (b) Technology Absorption and (c) Foreign Exchange Earnings and Outgo are furnished on pages 29-30.

35. AUDITORS:

i) The existing Statutory Auditors, M/s Deloitte Haskins & Sells (DHS), Kolkata, Chartered Accountants (ICAI Registration No.302009E), 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 appointment, if made, would be within the limits of Section 141(3) (g) of the Companies Act, 2013. Members are requested to appoint Auditors for the financial year 2016-17 at the Annual General Meeting and to authorize the Board of Directors to fix their remuneration based upon the recommendation of Audit Committee as mutually agreed upon between the Audit Committee/ Board and the Auditors.

ii) M/s Dutta Ray & Co., Cost & Management Accountants (Registration No: 000224) offered themselves for appointment to examine and report on the Cost Audit records of the Company for the financial year 2016-17, in accordance with the Central Government circular on Audit of Cost Accounting Records of the Company. The Audit Committee at their meeting recommended the appointment of M/s Dutta Ray & Co., Cost & Management Accountants (Registration no: 000224), which was approved by the Board subject to the ratification of remuneration payable to the Cost Auditors for the financial year 2016-17 by the shareholders at the forthcoming Annual General Meeting

On behalf of the Board of Directors

Anand Sen

Chairman

JamshedPu:c (DIN-00237914)

July 18, 2016 '' ''


Mar 31, 2015

To the Members,

The Directors present the Forty-Seventh Annual Report on the business and operations of your Company along with the financial statements for the year ended March 31,2015

1. FINANCIAL RESULTS:

Particulars Current Year Previous Year Rupees Lakhs Rupees Lakhs

a) Profit/(Loss) before (4663) (3334) Depreciation, tax and exceptional Items

b) Deduct: Depreciation 1305 2256

c) Profit/ (Loss) before tax and exceptional items (5968) (5590)

d) Add: (Deduct) exceptional items (794) (1914)

e) Profit / (Loss) before tax (6762) (7504)

f) Tax: — —

g) Profit/ (Loss) after tax (6762) (7504)

h) Transfer to Reserve - -

i) Loss carried to Balance Sheet (6762) (7504)

2. DIVIDEND:

The Directors have decided not to recommend any dividend for the year ended March 31,2015 due to loss.

3. INCREASE IN AUTHORIZED SHARE CAPITAL:

During the financial year 2014-15, the authorized share capital of your Company was increased from Rs. 200,00,00,000/- (Rupees two hundred crores only) to Rs. 350,00,00,000/- (Rupees three hundred fifty crores only) by creation of additional 1,50,00,000 (one crore fifty lakhs only) Redeemable Preference Shares of Rs. 100/- (Rupees one hundred only) each. Consequently, the authorized share capital of the Company comprises of Equity Shares of Rs.15,00,00,000/- (Rupees fifteen crores only) divided into 1.50.00. 000 (one crore fifty lakhs only) Equity Shares of Rs. 10/- (Rupees Ten only) each and Redeemable Preference Shares of Rs. 3.35.00. 00.000/- (Rupees three hundred thirty five crores only) divided into 3,35,00,000 (three crores thirty five lakhs only) Redeemable Preference Shares of Rs. 100/- (Rupees one hundred only) each.

Allotment of part of these additional Redeemable Preference Shares has been done in tranches to the promoter(s) of the Company on preferential basis. These Non-cumulative Redeemable Preference shares are not listed on any Stock Exchange.

4. PREFERENTIAL ALLOTMENT OF REDEEMABLE PREFERENCE SHARES:

Pursuant to the Shareholders approval, 63,00,000 (sixty three lakhs only) 8.50% Non-cumulative Redeemable Preference Shares of Rs. 100/- (Rupees one hundred only) each has been allotted toTata Steel Limited on preferential basis. After allotment of these Non- cumulative Redeemable Preference Shares, the paid up share capital of the Company is Rs. 2,45,26,09,350/- (Rupees two hundred forty five crores twenty six lakhs nine thousand three hundred fifty only).

5. OPERATION AND SALES:

(i) During the year under review, the Company's turnover was Rs. 157.56 crores as against Rs. 167.55 crores in the previous year. The production and sales of rolls were 7719 tons and 7805 tons, respectively as against the production and sale of 7750 tons and 7624 tons, respectively in the previous year. This includes the sale of forged rolls of 908 tons against 912 tons in the previous year.

(ii) During the year under review, the production and sales of pig iron were 17247 tons and 12283 tons respectively, as against 20382 tons and 17115 tons in the previous year.

(iii) During the year under review, the Company has incurred a net loss of Rs. 67.62 crores as against the net loss of Rs. 75.04 crores in the previous year.

(iv) During the year under review, the export of cast rolls was 879 tons as compared to 1437 tons in the previous year, equivalent to Rs. 12.02 crores as compared to Rs. 20.97 crores in the previous year.

6. FINANCIAL AND WORKING CAPITAL MANAGEMENT:

(i) The liquidity position of the Company was fragile during the year due to lower off-take and order booking. The ramping of the forging business and quality improvement in Cast Rolls business has progressed during the year and the management is hopeful of achieving the planned level of production during the coming financial year.

(ii) During the year under review, CRISIL has given BB-stable rating (downgraded from BB ) for term loan and A4 for short term borrowing.

7. FIXED DEPOSITS:

The Company has stopped accepting / renewing the fixed deposits. Matured deposits have been repaid when claimed by the depositors together with interest accrued upto the date of maturity. As per the Companies Act, 2013, all the existing deposits must be repaid either on the date of maturity or within one year from the date of applicability of Companies Act, 2013, whichever is earlier. Accordingly, the Company has fully repaid its existing deposits, together with interest thereon upto the date of repayment, on or before March 31, 2015. All unclaimed deposits along with interest accrued upto the date of maturity have been deposited, as and when they became due, with the Investors Education and Protection Fund (IEPF).

8. TECHNOLOGY AND GROWTH:

8(i) TECHNOLOGY:

8(i)(a) Cast Roll:

During the year, your Company has focused primarily on the stabilization of Enhance Carbide (TS) Roll for CSP (Compact Strip Profile) mills. Improvement in SG Core strength of Bi-metallic Rolls to fulfill high end application in mill to improve Plate mill Roll performance.

Modified SNG (Type-1) & SNG (Type-5) Rolls supplied to TSL and modified Enhance Carbide Rolls supplied to TSCR are giving higher performance in HSM & TSCR. Heat treated SG Rolls are giving double roll life & similar grade roll order is also expected from roughing stands. Improved version of SNG grade (Type-5) & (Type-2), Heat treated SG Roll for Indigenous and export long product mills for Roughing stand, Adamite Edger Rolls of increased hardness and SG Sleeves for MLSM mill were supplied for improvement in roll performance. Efforts have also been made for achieving high hardness on ICDP Rolls, to achieve better resistant property and roll life. Heat treatment process modification has been done to improve performance of Hi-Cr (Iron) &Hi-Cr (Steel) Rolls in the mills.

During the year, your Company engaged deeply with Yodogawa Steel Works Ltd., Japan to improve the quality performance of Cast Rolls.

Methoding and process improvement have resulted in quality improvement of Static Cast Rolls. Graphitic Cast Steel has been developed. This will fulfill the latest requirement of long product and hot strip mill as an Edger, RUBM & MLSM mill Rolls against conventional Adamite Roll. Manufacturing of HSS Rolls is in progress by effecting process changes. Revamping of CCM to control vibration has given encouraging results with low level of vibration and helping in achieving better roll properties. SG Sleeves were cast through CCM route with high yield and lower cost.

Your Company has bagged orders for new generation rolls like 'Graphitic Cast Steel', Edger Rolls of high hardness, Plate mill roll with SG core and Hi-Cr.(Steel) Roll orders.

Several initiatives have been taken to reduce energy cost and other fixed cost through the Kar Vijay Har Shikhar initiatives.Changing of power source has also led to reduce power cost and increased reliability.

8(i)(b) New Business:

During the year, your Company had primarily focused on revamping the Press to improve forging productivity.

Being the only integrated forged roll manufacturer, your Company has framed out action plan to achieve next level of cleanliness in forged products which will give edge over competitors in terms of performance and thereby enable your Company to capture more markets.

Implementation of unique specialized cryogenic treatment of forged work rolls has given significant improvement in hardness on the surface as well as at depth. Deep analysis and experiments have resulted in better microstructure in the Forged Rolls.

Your Company was deeply engaged with Sheffield Forgemasters International Limited to achieve next level of quality in Forged Rolls.

8(ii) GROWTH:

8(ii)(a) Cast Roll:

During the year, your Company could not show promising volume due to several reasons. However, revamping of Foundry & Melting furnace equipment has improved the reliability of equipment & infrastructure.

Installing a new spectrometer with additional channels of different elements analysis and Nitrogen gas analysis from same equipment has helped to meet the demand of constituent's elements of new product like HSS, Ingot etc. The usage of Rigaku X-ray analyzer equipment for measuring compressive stress on high grade of rolls and thereby correlation of stress value vis-a-vis hardness achieved by selecting right tempering temperature has led to quality improvement of Hi-Cr (Iron) & Hi-Cr (Steel) grade Rolls. Further, change in certain machining practices and finishing have given better results.

8(ii)(b)New Business

In Forge Roll, Tayo's prime focus was on making inclusion free ingots, restricting minimum forging temperature, adopting modified post forge heat treatment cycle and rescheduling forged rolls for cryogenic treatment along with capacity utilization of existing resources for production ramp up. Stabilization of induction hardening parameters for non-standard grades is planned for better end result. Your Company has taken initiatives for new product development for growth of this business.

9. TOTAL QUALITY MANAGEMENT:

(i) Your Company had participated in the "Tata Innovista 2015", which is a platform within the Group to showcase innovative edges and initiatives.

(ii) An experienced team of Assessors from various Tata Group companies and mentored by a senior executive of the Group, facilitated by Tata Quality Management Services (TQMS), conducted an External Assessment at Tayo as per the TATA Business Excellence Model (TBEM). The Indian Register Quality Systems conducted Recertification Audit from 24th to 26th June,2014 for ISO 9001:2008 Quality Management System, ISO14001:2004 Environmental Management System and OHSAS 18001:2007 Occupational Health and Safety Management System, and your Company was successful in this audit.

(iii) There were various initiatives to improve quality with special task forces and groups within the organization and your Company has been working on stabilizing manufacture of certain high end grades of Rolls. The support of the technical expert from Yodogawa Steel Works Ltd., Japan in this regard is worth mentioning. The active and deep engagement of the Company with Sheffield Forgemasters International Limited has led to quality improvement in Forged Rolls.

(iv) The process of Rewards and Recognition for good jobs done and suggestions' scheme have been rejuvenated to improve the morale of employees and quality of processes. Your Company had also arranged sessions with experts on technical and quality aspects of Roll manufacturing.

(v) The "Kar Vijay Har Shikhar (KVHS)" improvement initiative wing "Business Performance Enhancement - Operations" of Tata Steel had launched its initiative in Tayo. Projects which were identified through an idea generation session were reviewed in a periodic manner.Your Company has also taken "in-house" improvement initiatives known as "TIPs - Tayo Improvement Projects".

10. SAFETY AND HEALTH:

As per the Tata Group philosophy, Safety is given primary focus in the Company. Senior leadership is fully committed towards improving the safety culture and awareness and is involved in formulating and guiding the safe work practices. Being in close proximity of our Promoter, Tata Steel, we enjoy the guidance and expertise support in the various avenues of safety.

Your Company initiated improvement projects in Safety for awareness among the employees and institutionalize safety practices all across. Your Company also conducted awareness sessions in the adjoining colony. The Safety team also had special awareness drives on "Road Safety".

Apart from the visuals and awareness training programmes, the behavioral aspects of safety are communicated through interactions and discussions at various levels. Safety initiatives are also extended to our service providers, contract workforce, local community, visiting customers, inspectors and other officials through mandatory use of PPEs. Following actions have been taken to improve behavioral safety.

(i) As per the annual practice, National Safety Day was observed during the year. Safety programmes like Safety Competitions, House-keeping, Safety training, Fire Fighting training, Mock Drill and First-Aid Training were conducted regularly. Basic and standard lead and lag measures pertaining to safety performance form the basis of "Safety Performance Reporting and Review". Review of the lag measures like near misses, first aid cases, incident investigations and analysis of root causes helped in strengthening the improvement plans and executions

(ii) Employees undergo mandatory periodical medical examination as stipulated under various statutory requirements. Free medical facilities are provided at Tata Main Hospital and Company's Dispensaries apart from other areas where specific attention is given to ensure fitness of employees at the work place.

(iii) Tree plantation was done in and around the factory premises. Compliance to EHS legislations has been achieved through implementation of the Environmental, Occupational Health and Safety Policy of the Company which ensures continual improvement on safety front.

11. COMMUNITY INITIATIVES:

Your Company is committed towards the welfare and development of the society. Several initiatives were undertaken during the year like, community and skill development, HIV & AIDS Awareness programme, Free Acu-pressure Treatment Camp, Health awareness programmes in villages situated around the plant, Blood Donation Camp etc.

12. AFFIRMATIVE ACTION:

The Company is guided by the Code of Conduct on Affirmative Action. The Company ensures implementation of the Code by arousing awareness on the subject amongst employees, vendors, suppliers and stakeholders through training programmes conducted from time to time. The data on Affirmative Action lays emphasis on 4Es i.e. Employment, Entrepreneurship, Employability and Education which is being monitored on quarterly basis to ensure its implementation in the right spirit.

13. AUDIT REPORT:

The Statutory Auditors Report on Audited Annual Accounts for the financial year 2014-15 doesn't contain any qualification, reservation or adverse remark which warrants comments from the Board of Directors.

The Secretarial Auditors Report for the financial year 2014-15 doesn't contain any qualification, reservation or adverse remark which warrants comments from the Board of Directors. The Secretarial Audit Report as required under section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report.

14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of Loans, Guarantees and Investments, if any, have been disclosed in the Financial Statements.

15. CONTINGENT LIABILITIES AND MAJOR LITIGATIONS:

(i) Consequent to the order of the Hon'ble Supreme Court vide its order dated April 15, 2009, upholding the decision of the Hon'ble Patna High Court with a direction to BSEB to rework the rates of fuel surcharge. BSEB has adjusted Rs. 23.23 crore against the Coal Claims of Rs. 100 crore and modified the rate of fuel surcharge for 1998-99 to 158.79 P/ Kwh against the earlier notified rate of 164.83 P/ Kwh for 1998-99 thus giving a benefit of 6.04 P/ Kwh to the consumers. However, this benefit will be passed on to the consumers on receipt of Coal Claim of Rs. 100 crore by BSEB from the Coal Companies.

The Hon'ble Supreme Court has, however, given liberty to the consumers to approach High Court to challenge the correctness of this adjustment and the terms of such adjustment and also stated that the other pending issues on fuel surcharge can be taken up by the consumers before the High Court.

(ii) In the year 2000, your Company had filed a writ petition in Hon'ble Jharkhand High Court challenging the applicability of 1999 Tariff schedule (HTSS category) to 1993 Electricity Tariff on Tayo. Hon'ble Jharkhand High Court on May 02, 2013, had dismissed Company's Petition and confirmed the applicability of 1999 Tariff schedule on Tayo. Consequent to the adverse judgment of Hon'ble Jharkhand High Court, with regard to applicability of electricity tariff to the Company from January, 2000, till March, 2013, the Jharkhand State Electricity Board (JSEB) has issued a rectified energy bill dated June 10,2013 for Rs. 272.03 crore, which includes delayed payment surcharge of Rs. 208.00 crore and fuel surcharge of Rs. 5.96 crore.

The Judgment dated May 2, 2013 was challenged on various legal grounds by way of Letters Patent Appeal (intra- court appeal) before the Hon'ble Jharkhand High Court which was admitted on merit on July 3, 2013. The rectified energy bill dated June 10, 2013 has also been challenged separately before the Hon'ble Jharkhand High Court. LPA is still pending at Hon'ble Jharkhand High Court. Meanwhile the Jharkhand State Electricity Board has initiated a certificate proceeding against the Company and the Board of Directors for recovery of Rs. 263.61 crore, which has been challenged before the Certificate Court.

(iii) On March 30, 2013, your Company has switched over to JUSCO for power supply. At the time of disconnection of Electricity supply from JSEB, your Company had given a Bank Guarantee for Rs. 3.72 crore in favor of JSEB to secure the amount of fuel surcharge shown as "kept in abeyance" in the electricity bills. This Bank Guarantee was given because JSEB was not ready to disconnect electricity supply without payment of aforesaid Rs. 3.72 crore. Consequent to the judgment of Hon'ble Jharkhand High Court on May 2, 2013 given on Induction Furnace case, the JSEB has raised a rectified bill of Rs. 272.03 crore on June 10, 2013. Thereafter, JSEB had applied for invocation of Bank Guarantee irrespective of the fact that the fuel surcharge matter was not a part of the aforesaid rectified bill and the same is sub judice in other case with theHon'ble Jharkhand High Court. The Hon'ble Jharkhand High Court has granted a stay on the invocation of Bank Guarantee and the same is still pending with the Court.

(iv) A writ petition has been filed by the Company challenging the order of Jharkhand Government denying exemption from the operation of Employee State Insurance Act, 1948.

16. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

Mr. Osamu Nishimura (DIN-02503767) has stepped down as Director of the Company with effect from February 20, 2015. The Board would like to place on record their sincere appreciation to the contribution made by Mr. Nishimura during his tenure with the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Article 146 of the Articles of Association of the Company, Mr. V. S. N. Murty (DIN- 00092348), Director retires by rotation and being eligible, offers himself for re-appointment.

With effect from October 20, 2014, Mrs. Ramya Hariharan (DIN-06928511) was appointed as Additional Director by the Board. According to section 161 of the Companies Act, 2013, Mrs. Hariharan will hold office till the date of forthcoming Annual General Meeting. A notice has been received from one of the members proposing her candidature for the office of Director under section 160 of the Companies Act, 2013. Mrs. Hariharan is an Independent Director on the Board.

In order to comply with the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and clause 49 of the Listing Agreement, Mrs. Ramya Hariharan being an Independent Director was appointed for a period of Five (5) consecutive years or till the date of retirement of Non- Executive Directors as per Tata Group Policy, whichever is earlier, with effect from October 20, 2014. By appointing Mrs. Ramya Hariharan on the Board, the company has also complied with the requirement of appointing at least one woman Director as required under section 149(1) of the Companies Act, 2013 read with clause 49 of the Listing Agreement.

Mr. Yoshikazu Miyasaka (DIN- 07125432) was appointed as Additional Director of the Company with effect from March 17, 2015. According to section 161 of the Companies Act, 2013 Mr. Miyasaka will hold office till the date of forthcoming Annual General Meeting. A notice has been received from a member proposing his candidature for the office of Director under section 160 of the Companies Act, 2013. Mr. Miyasaka is Promoter, Non-Independent and Non-Executive Director.

Pursuant to Section 203 of the Companies Act, 2013 and Rule 8 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, appointments of Mr. K. Shankar Marar, Managing Director, Mr. Suresh Padmanabham, Deputy Chief Financial Officer (CFO) and Mr. Prashant Kumar, Company Secretary & Compliance Officer were formalized as Key Managerial Personnel of the Company.

17. DIRECTORS' SHAREHOLDING:

The shareholding of Managing Director and Non-Executive Directors in the Company is NIL.

18. NUMBER OF MEETINGS OF BOARD:

During the year, Nine Board meetings were held wherein directors were present either physically or through Video Conferencing.

19. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors have given declaration under Sec 149(6) of the Companies Act, 2013 read with clause 49 of the Listing Agreement regarding their independence.

20. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weakness in the design or operation was observed.

21. 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 Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

21.2 they have selected such accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit / loss of your Company for that period;

21.3 they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

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

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

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

22. BOARD MEMBERSHIP CRITERIA:

The Nominations and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education, and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner.

In evaluating the suitability of individual Board members, the Nomination and Remuneration Committee considers many factors, including general understanding of marketing, finance, operations management, public policy, international relations, legal, governance and other disciplines relevant to the success of the Company in today's business environment; understanding of the Company's business; experience in dealing with strategic issues and long-term perspectives; maintaining an independent familiarity with the external environment in which the Company operates and especially in the Director's particular field of expertise; educational and professional background; personal accomplishment; and geographic, gender, age, and ethnic diversity.

The Board evaluates each individual in the context of the Board as a whole, with the objective of having a group that can best perpetuate the success of the Company's business and represent stakeholder's interests through the exercise of sound judgment, using its diversity of experience.

In determining whether to recommend a director for re-election, the Committee, also considers the director's past attendance at meetings, participation in meetings and contributions to the activities of the Board, and the results of the most recent Board self- evaluation.

Board members are expected to rigorously prepare for, attend and participate in all Board and applicable Committee meetings. Each member is expected to ensure that their other current and planned future commitments do not materially interfere with the responsibilities at the Company.

23. BOARD DIVERSITY POLICY:

The Company recognizes the importance of diversity in its success. It is essential that the Company has as diverse a Board as possible.

A diverse Board will bring in different set of expertise and perspectives. The combination of Board having different skill set, industry experience, varied cultural and geographical background and belonging to different race and gender will bring a variety of experience and viewpoints which will add to the strength of the Company.

While all appointments to the Board are made on merit, the diversity of Board in aggregate will be of immense strength to the Board in guiding the Company successfully through various geographies.

The Nomination and Remuneration Committee reviews and recommends appointments of new Directors to the Board. In reviewing and determining the Board composition, the Nomination and Remuneration Committee considers the merit, skill, experience, race, gender and other diversity of the Board. To meet the objectives of driving diversity and an optimum skill mix, the Nomination and Remuneration Committee may seek the support of Parent company.

24. CRITERIA FOR DETERMINING INDEPENDENCE OF DIRECTORS:

Independence Guidelines:

A Director is considered independent if the Board makes an affirmative determination after review of all the relevant information's. The Board has established the categorical standards to assist it in making such determinations. A Director to be considered independent:

- Shall not be Managing Director or a Whole time Director or a Nominee Director.

- Shall be, in the opinion of the Board, a person of integrity and shall possess relevant expertise and experience.

- Shall not be a Promoter of the Company or its holding, subsidiary or associate Company.

- Shall not be related to Promoters or Directors in the Company, its holding, subsidiary, or associate Company.

- Apart from receiving Director's remuneration, shall not have any pecuniary relationships with the Company, its holding, its subsidiaries, its associate companies, its Promoters, or Directors, during the current financial year or immediately preceding two financial years.

- Relatives should not have or had pecuniary relationships or transactions with the Company, its holding (s), subsidiary or associate Company, or their Promoters, or Directors, amounting to 2% or more of its gross turnover or total income or Rupees 50 Lakhs (Rupees fifty lakhs) or such amount as the Company may prescribe, whichever is lower, during the two immediately preceding financial years or during the current financial year.

- Neither himself / herself nor any of his / her relatives shall hold or has held the position of a KMP or is or has been employee of the Company or its holding, subsidiary or associate Company in any of the three financial years immediately preceding the financial year in which he/she is proposed to be appointed.

- Neither himself / herself nor any of his / her relatives shall or has been an employee or proprietor or a partner, in any of the 3 financial years immediately preceding the financial year, of:

a) a firm of Auditors or Company Secretaries in practice or Cost Auditors of the Company or its holding, subsidiary or associate Company;

b) any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate Company amounting to 10%. or more of the gross turnover of such firm;

c) holds together with his relatives 2% or more of the total voting power of the Company ("Substantial Shareholder");

d) a Chief Executive or Director, by whatever name called, of any non-profit organization that receives 25%, or more of its receipts from the Company, any of its Promoters, Directors or its holding, subsidiary or associate Company or that holds 2%, or more of the total voting power of the Company;

- Has not held office for more than two consecutive terms on the Board of the Company.

- Should not be a material supplier, service provider or customer or a lessor or a lessee of the Company.

- Shall not be less than 21 years of age.

- Possesses such other qualifications as may be prescribed by the Companies Act, 2013.

25. REMUNERATION POLICY:

The key principles governing the Remuneration Policy are as follows:

(i) Remuneration for Independent Directors and Non-Independent Non- Executive Directors:

- Overall remuneration should be reflective of the size of the company, complexity of the sector/ industry/ company's operations and the company's capacity to pay the remuneration and should be consistent with recognized best practices.

- Independent Directors ("ID") and Non-Independent Non-Executive Directors ("NED") may be paid sitting fees (for attending the meetings of the Board and Committees of which they may be members). Quantum of sitting fees and NED Commission may be subject to review on a periodic basis, as required.

- Within the parameters prescribed by law, the payment of sitting fees and commission will be recommended by the Nomination and Remuneration Committee and approved by the Board.

- Overall remuneration (sitting fees and commission) should be reasonable and sufficient to attract, retain and motivate Directors aligned to the requirements of the company.

- The aggregate commission payable to all the NEDs and IDs will be recommended by the Nomination and Remuneration Committee to the Board, based on company's performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters, as may be decided by the Board.

- The Nomination and Remuneration Committee will recommend to the Board, the quantum of commission for each Director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by Directors other than in meetings.

- In addition to the sitting fees and commission, the company may pay to any director such fair and reasonable expenditure, as may have been incurred by the Director while performing his/ her role as a Director of the company. This could include reasonable expenditure incurred by the director for attending Board/and its committee meetings, general meetings, court convened meetings, meetings with shareholders / creditors / management, site visits, induction and training (organized by the company for Directors) and in obtaining professional advice from independent advisors in the furtherance of his / her duties as a Director.

(ii) Remuneration for Managing Director ("MD") / Executive Directors ("EDs") / KMP/ rest of the employees:

The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence remuneration should be:

- Market competitiveness driven by the role played by the individual.

- Reflective of size of the company, complexity of the sector / industry / company's operations and the company's capacity to pay.

- Consistent with recognized best practices and aligned to any regulatory requirements.

- The remuneration mix for the MD / EDs is as per the contract approved by the shareholders. In case of any change, the same would again require the approval of the shareholders.

- Basic / fixed salary is provided to all employees to ensure that there is a steady income in line with their skills and experience.

In addition to the basic / fixed salary, the company may provide employees with certain perquisites, allowances and benefits to enable a certain level of lifestyle and to offer scope for savings and tax optimization, where ever possible. The company may also provide all employees with a social security net (subject to limits) by covering medical expenses and hospitalization through re-imbursements or insurance cover and accidental death and dismemberment through personal accident insurance.

The company provides retirement benefits as applicable.

In addition to the basic / fixed salary, benefits, perquisites and allowances, the company may provide MD / EDs such remuneration by way of bonus / performance linked incentive and/or commission calculated with reference to the net profits of the company in a particular financial year, as may be determined by the Board, subject to the overall ceilings stipulated in Section 197 of the Companies Act, 2013 read with Schedule V of the Act. The specific amount payable to the MD / EDs would be based on performance as evaluated by the Board or the Nomination and Remuneration Committee and approved by the Board.

The company may provide the rest of the employees a performance linked bonus and / or performance linked incentive. The performance linked bonus / performance linked incentive would be driven by the outcome of the performance appraisal process and the performance of the company.

(iii) Remuneration payable to Director for services rendered in other capacity:

The remuneration payable to the Directors shall be inclusive of any remuneration payable for services rendered by such Director in any other capacity unless:

- The services rendered are of a professional nature; and

- The Nomination and Remuneration Committee is of the opinion that the director possesses requisite qualification for the practice of the profession.

26. PERFORMANCE EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, Individual Directors as well as the evaluation of various Committees.

The performance evaluation of the Independent Directors was carried out by the entire Board. The Independent Directors at their exclusive meeting separately reviewed the performance of Non- Independent Directors and the Board as a whole, performance of the Chairman of the Company and quality, quantity & timeliness of flow of information between the Company Management and the Board. The Directors expressed their satisfaction over the evaluation process.

27. LOAN TO DIRECTORS:

During the year, the Company has not advanced any loan nor given any guarantee nor provided any security in connection with any loan made to any of its Director/s or to any other person in whom the Director is interested as mentioned in Section 185 of the Companies Act, 2013 read with Rule 10 of the Companies (Meetings of Board and its Powers) Rules, 2014.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per section 135 (1) of the Companies Act, 2013, every Company having a net worth of Rupees five hundred crores or more, or turnover of Rupees one thousand crores or more, or net profit of Rupees five crores or more, during any financial year is required to constitute a Corporate Social Responsibility Committee of the Board consisting of three or more Directors, out of which at least one Director shall be Independent Director.

Your Company has been suffering from loss since FY 2008-09 and doesn't fulfill any of the criteria as specified under section 135 (1) of the Companies Act, 2013, therefore, Corporate Social Responsibility Committee of the Board is not required and as a result, company has not constituted a Corporate Social Responsibility Committee. However, in spite of acute shortage of cash and poor financial position, your Company has tried to meet its social obligations, wherever possible with its limited resources.

29. RELATED PARTY TRANSACTIONS:

During the year under review, your Company has not entered into any contract/ arrangement which falls under the purview of Section 188 of the Companies Act, 2013. However few related parties transactions are such which are covered under clause 49 of the Listing Agreement with the Stock Exchange. The Company has also entered into material related party transactions for which approval of the shareholders are sought at this Annual General Meeting. All the transactions with the related parties are at arm's length and in the ordinary course of business. Pursuant to the provisions of clause 49 of the Listing Agreement, all these transactions have prior approval of the Audit Committee. The policy on materiality of Related Party Transaction is available on the website of the Company at www.tayo.co.in. As required under section 134 (3) (h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, "Form AOC-2" is annexed with this report.

30. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchange, Management Discussion and Analysis, Corporate Governance, Managing Director's and Auditor's Certificates are made part of this Annual Report.

31. EXTRACT OF ANNUAL REPORT:

As required under section 134 (3) (a) of the Companies Act, 2013 read with Section 92(3) and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, "Form MGT-9" is annexed with this report.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the period under review:

- No. of complaints received : NIL

- No. of complaints disposed off : Not Applicable

33. PARTICULARS OF EMPLOYEES:

33. a As per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board's Report shall include a statement showing the name of every employee of the company, who:

(i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees;

(ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month;

(iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

During the financial year 2014-15, none of the employee is in receipt of remuneration as specified above. Therefore statement under Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required.

33. b The Information required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:

As on March 31,2015, total number of employees on roll was 704. During the year under review, the ratio of remuneration of Whole Time Director ("WTD") to the median remuneration of employees is 12:1 (due to loss, only sitting fees is paid to other directors). The annual increment for officers is based upon the performance evaluation system and for other employees, it is governed as per the Wage Agreement. Based upon the performance evaluation system, following percentile annual increments were given to the Key Managerial Personnel (KMP).

- Managing Director : 23.21%

- Chief Financial Officer : 18.94%

- Company Secretary : 8.83%

The Key Managerial Personnel are holding strategic positions and are responsible for steering the performance of the Company and adhering to various statutory compliances as well as implementation of the strategies chalked out through the operational and management team. The overall average percentile increase in remuneration of Key Managerial Personnel is 17% as against the median remuneration of employees' increase of approximately 7%.The reason for low percentile increase in median remuneration of employees is retirement / superannuation of workman in higher wage structure and joining of new employees in new wage structure. The median increase in average remuneration was to take care of minimum inflation.

In terms of shareholders' approval obtained at the Annual General Meeting held on July 18, 2012, the Non-Executive Directors are also paid commission at the rate not exceeding 1% of the net profits computed in accordance with section 309 of the erstwhile Companies Act, 1956 (equivalent to section 197 of the Companies Act, 2013) distributed on the basis of Board and various Committees meetings attended and chaired by the Non-Executive Directors. Due to inadequacy of profits during the financial year 2014-15, commission will not be paid to the Non-Executive Directors.

Market Capitalization as on 31.03.2015 based upon the closing price of listed equity shares was Rs. 57.10 crores as against Rs.46.80 crores on 31.3.2014. Earnings Per Share (EPS) ratio as on 31.03.2015 was Rs. (65.90) as against Rs. (73.14) on 31.03.2014.The previous Rights issue of the Company was in the financial year 2008-09 @ Rs. 116/- per share. Percentage decrease in the quoted price of shares is approximately 52%

No employee is paid in excess of the Managing Director.

We confirm that the remuneration paid to the Director/Key Managerial Personnel and other employees are in accordance with the Remuneration policy approved by the Board of Directors on the recommendation of Nomination and Remuneration Committee. None of the employees of the Company are in receipt of remuneration in excess of Rs. 60.00 lakhs per annum.

34. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

In terms of the Section 134(3) (m) of the Companies Act, 2013 read Rule 8(3) with Companies (Accounts) Rules, 2014, the particulars in respect of (a) Conservation of Energy (b) Technology Absorption and (c) Foreign Exchange Earnings and Outgo are furnished on pages 27 - 28.

35. AUDITORS:

i) The existing Statutory Auditors, M/s Deloitte Haskins & Sells (DHS), Kolkata, Chartered Accountants (ICAI Registration No.302009E), 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 appointment, if made, would be within the limits of Section 141(3) (g) of the Companies Act, 2013. Members are requested to appoint Auditors for the financial year 2015-16 at the Annual General Meeting and to authorize the Board of Directors to fix their remuneration based upon the recommendation of Audit Committee as mutually agreed upon between the Audit Committee/ Board and the Auditors.

ii) The existing Cost Auditors, M/s Shome & Banerjee, Kolkata, Cost Accountants (Registration No: 000001) retire at the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment to examine and report on the Cost Audit records of the Company for the financial year 2015-16, in accordance with the Central Government circular on Audit of Cost Accounting Records of the Company. Members are requested to ratify the remuneration payable to the Cost Auditors for the financial year 2015-16 at the Annual General Meeting.

iii) The Company has appointed M/s P. K. Singh & Associates, Practicing Company Secretaries (Registration No. 5878) as the Secretarial Auditors of the Company for the financial year 2015-16, to audit and report on the compliance with the various provisions of the Companies Act, 2013, FEMA, SEBI Act & Rules made thereunder, Secretarial Standards and Listing Agreement and other applicable Laws, Rules and Regulations etc. as specified under Companies Act, 2013 read with Companies (Audit & Auditors) Rules 2014.

Anand Sen Kolkata Chairman April 21,2015 DIN-00237914


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Forty-Sixth Annual Report on the business and operations of the Company and the financial statement for the year ended March 31,2014.

1. FINANCIAL RESULTS

Particulars Current Year Previous Year Rupees Lakhs Rupees Lakhs

a) Profit/(Loss) before (3334) (1786) Depreciation, tax and exceptional Items b) Deduct: Depreciation 2256 1916

c) Profit/ (Loss) before tax items (5590) (3702) and exceptional

d) Add: (Deduct) exceptional items (1914) 328

e) Profit / (Loss) before tax (7504) (3374)

f)Tax:

g)Profit/ (Loss) after tax (7504) (3374)

h)Loss carried to Balance Sheet (7504) (3374)

2. DIVIDEND

The Directors have decided not to recommend any dividend for the year ended March 31,2014 due to loss.

3. CHANGE OF REGISTERED OFFICE:

During the year under review, the Registered Office of your Company has been shifted From:

XLRI New Administrative Building, XLRI Campus, Circuit House Area (East), PO. & PS. - Bistupur, Jamshedpur- 831 001, Dist: East Singbhum, Jharkhand

To:

Annex - 2, General Office, Tata Steel Limited, PO. & PS. - Bistupur, Jamshedpur- 831 001, Dist: East Singbhum, Jharkhand.

The management has taken this step for better co-ordination between the Corporate Office and Works, as well as to reduce fixed cost.

4. INCREASE IN AUTHORIZED SHARE CAPITAL:

During the financial year 2013-14 the authorized share capital of your Company was increased from Rs. 1,000,000,000/- (Rupees one hundred crores only) to Rs. 2,000,000,000/- (Rupees two hundred crores only) by creation of additional 10,000,000 (one crore only) Redeemable Preference Shares of Rs. 100/- (Rupees one hundred only) each. Consequently, the authorized share capital of the Company comprises of Equity Shares of Rs. 150,000,000/- (Rupees fifteen crores only) divided into 15,000,000 (one crore fifty lakhs only) Equity Shares of Rs. 10/- (Rupees Ten only) and Redeemable Preference Shares of Rs. 1,850,000,000/- (Rupees one hundred eighty five crores only) divided into 18,500,000 (one hundred eighty five lakhs only) Redeemable Preference Shares of Rs. 100/- (Rupees one hundred only) each.

The aforesaid 10,000,000 (one crore only) additional Redeemable Preference Shares of Rs. 100/- (Rupees one hundred only) each was allotted to the promoter(s) of the Company in tranches on preferential basis. These Redeemable Preference shares are not listed on any Stock Exchange.

During FY-15, on May 12, 2014 the authorized share capital of your Company was further increased from Rs. 2,000,000,000/- (Rupees two hundred crores only) to Rs. 3,500,000,000/- (Rupees three hundred fifty crores only) divided into 15,000,000 (one crore fifty lakhs only) Equity Shares of Rs. 10/- (Rupees ten only) each and 33,500,000 (three crores thirty five lakhs only) Redeemable Preference Shares of Rs. 100/- (Rupees one hundred only) each, by creation of additional 15,000,000 (one crore fifty lakhs only) Redeemable Preference Shares of Rs. 100/- (Rupees one hundred only) each.

5. PREFERENTIAL ISSUE OF REDEEMABLE PREFERENCE SHARES:

Pursuant to the Shareholders approval at the 45- Annual General Meeting held on June 14, 2013, the Committee of the Board has allotted 8,700,000 (eighty seven lakhs only) 8.50% Non-cumulative Redeemable Preference Shares to Tata Steel Limited on preferential basis. All the necessary formalities regarding issue and allotment of Non-cumulative Redeemable Preference Shares have been complied with. After allotment of these Redeemable Preference Shares, the paid up share capital of the Company is Rs. 1,822,609,350/- (Rupees one hundred eighty two crores twenty six lakhs nine thousand three hundred fifty only). These Non- cumulative Redeemable Preference shares are not listed on any Stock Exchange.

6. OPERATION AND SALES:

(i) During the year under review, the Company achieved a turnover of Rs 167.55 crores as against Rs.196.44 crores in the previous year. The production and sales of rolls were 7750 tonnes and 7624 tonnes, respectively as against the production and sale at 8088 tonnes and 8127 tonnes, respectively in the previous year. This includes the sale of forged rolls of 912 tonnes against 556 tonnes in the previous year.

(ii) During the year under review, the production and sale of pig iron were 20382 tonnes and 17115 tonnes, respectively as against 25645 tonnes and 23836 tonnes in the previous year.

(iii) During the year under review, the Company has posted a net loss of Rs. 75.04 crores against the net loss of Rs. 33.74 crores in the previous year. Continued delay in commissioning and ramp up of new project coupled with the liquidity crunch during the financial year has affected the operation and profitability of the Company.

(iv) During the year under review, the export of cast rolls was 1540 tonnes as compared to 1509 tonnes in the previous year, equivalent to Rs. 23.88 crores as compared to Rs. 20.38 crores in the previous year.

7. FINANCIAL AND WORKING CAPITAL MANAGEMENT:

(i) The liquidity position of the Company was fragile during the year due to lower off-take and sluggish economy. The ramping of the forging business has progressed in the latter part of the year and the management is hopeful of achieving the planned level of production during the coming financial year.

(ii) During the year under review, CRISIL has given BB / stable rating for term loan and A4 for short term borrowing.

8. FIXED DEPOSITS:

The Company has stopped accepting / renewing of the fixed deposits. Matured Deposits have been repaid when claimed by the depositors together with interest accrued upto the date of maturity. As per the Companies Act, 2013, all the existing deposits must be repaid either at the date of maturity or within one year from the date of applicability of Companies Act, 2013, whichever is earlier. Hence, all the exiting deposits will be repaid by the Company on or before March 31,2015. All unclaimed deposits along with interest accrued upto the date of maturity have been deposited, as and when they became due, with the Investors Education and Protection Fund (IEPF).

9. TECHNOLOGY AND GROWTH:

9(i) TECHNOLOGY:

9(i) (a) Cast Roll:

During the year, your Company focused primarily on the stabilization of High Chrome Iron Rolls, Spheroidal Graphite (SG) sleeves and SG Edger Rolls, Adamite Edger Rolls, and, performance enhancement of Super Nickel Grain (SNG) Rolls. Your Company also focussed on the establishment of Enhanced Carbide Rolls for CSP (Compact Strip Profile) Mill and HSS (High Speed Steel) Rolls. Performance of SNG at HSM & Steckle Mill and Enhanced Carbide Rolls at CSP Mills are encouraging. During the year, your Company had faced certain quality issues due to hardness variation, breakages, and, barrel end spalling. However, these issues are being addressed to in close association with our Technology Partners. Your Company has interacted with the experts and process improvements are in progress. The results are encouraging. This has also led to export of High Chrome (Iron) Rolls and stabilized the manufacture of HSS Rolls.

For the first time, Back-up Roll of 1347 x 1246 mm dia was cast with a new technology, resulting into considerable cost reduction. A single casting weighing more than 46 tons was made after 15 years. Your Company was also able to bag repeat export orders. Large Adamite Rolls to Thailand and Long Product Roll for Middle East and Tata Steel Europe were supplied. Modified ICDP Rolls were manufactured and dispatched to JSPL with improved guaranteed tonnage.

Enhanced SG Iron Roll continues to give higher performance in Rod Mills . Production of Static Cast Sleeves has been satisfactory and continuous supply is being made to our customers. Tayo was able to secure export orders in the Middle East and South East Asia.

Your company is taking several initiatives to improve efficiency and reduce cost. Introduction of flexibility to use alternate fuels and re-engineering in the Drying Ovens and Heat Treatment Furnaces, has improved fuel efficiency in Foundry. Sourcing of power from alternate source has improved the quality of power supply and reduced cost. Several other measures have also been taken to reduce both variable and fixed cost.

9(i) (b) New Business:

During the year, under review your Company had focused on the completion of balance jobs, which has resulted into volume ramp up and quality improvement. Ingot productivity is enhanced by ensuring improved equipment availability in EAF, LF & VD and commissioning of 60 ton crane.

Forged Rolls have been able to make its presence with esteemed customers and gradually expanding its market to foreign countries. Forged rolls quality is competing with world''s renowned forged roll makers. Your Company has exported rolls to South East Asia and SAARC region. Your Company has considerably improved the quality of Forged Rolls and Engineering Forgings. As a measure to expand market, your Company is in the process of obtaining approval from various government agencies/ companies for supply of its Engineering Forgings. Tayo has received repeat orders from customers for Ingots.

Your Company has developed 4% & 5% Chrome Forged Rolls after establishing 3% Chrome Forged Rolls. Stress measurement of Induction hardened forged roll has also been started contributing to the detailed analysis. Your Company has stabilized manufacturing of Stepped Shaft, Blocks for Chocks and Wheels for Crane and Trolley in the area of Engineering Forgings and Ingots.

During the year, your Company has taken a number of cost reduction initiatives, which helped to place its products in the market at a competitive price. Commissioning of the Flame Cutting Machine in Forge Shop with in-house resources has helped to reduce cycle time and improve productivity and quality.

Your Company has developed new process for making Forged Back Up Rolls of smaller sizes. Tayo has successfully entered into non-ferrous industry, where our Forged Rolls are able to compete with ESR grade imported Forged Rolls.

Tayo''s endeavour is to quickly ramp up production to the rated capacity with some minor Capital and special repairs, Tayo will be geared up to meet the market expectations and requirement at a competitive price during FY''15.

9(ii) GROWTH:

9(ii) (a) Cast Roll:

Due to shortage of working capital throughout the Financial Year your Company could not procure promising volumes. However your Company has been able to develop Sleeves for Pinch Rolls meant for flat product mills. Plans have been made to ensure performance support from the Promoters by improving the reliability of equipment and infrastructure.

In the Machine Shop, additional CNC and double carriage have been added coupled with refurbishments and revamping of existing machines to improve productivity.

9(ii) (b) New Business

In Forged business, our focus is on stabilizing the production and quality of Forged Rolls, Engineering Forgings and Ingots. In-situ metallography has been started to address hardness issues to ensure consistency in performance. Heat treatment designs have been modified to minimize micro-structure variations. Plans for revamp of some of the critical equipments along with greater emphasis on technical training, timely completion of capital and special repairs projects with quality product will increase our market shares. Forged Roll rings is also an achievement for your Company. The production of Induction Hardening Shop has improved. The main focus of your Company is on producing big size rolls and to minimize the import of these rolls by our customers. With the existing facilities and planned investments in capital and special repairs in near future, your Company would be able to strengthen its presence at a regional level.

10. AUDIT REPORT:

The Statutory Auditors Report on Annual Accounts for the financial year 2013-14 doesn''t contain any qualification, which warrants comments from the Board of Directors.

11. CONTINGENT LIABILITIES AND MAJOR LITIGATIONS:

(i) Consequent to the order of the Honorable Supreme Court vide its order dated April 15,2009, upholding the decision of the Honorable Patna High Court with a direction to BSEB to rework the rates of fuel surcharge, BSEB has adjusted Rs. 23.23 crore against the Coal Claims of Rs. 100 crore and modified the rate of fuel surcharge for 1998-99 to 158.79 P/ Kwh against the earlier notified rate of 164.83 P/ Kwh for 1998-99 thus giving a benefit of 6.04 P/ Kwh to the consumers. However, this benefit will be passed on to the consumers on receipt of Coal Claim of Rs. 100 crore by BSEB from the Coal Companies.

The Honorable Supreme Court has, however, given liberty to the consumers to approach High Court to challenge the correctness of this adjustment as also the terms of such adjustment and also stated that the other pending issues on fuel surcharge can be taken up by the consumers before the High Court.

(ii) In the year 2000, your Company had filed a writ petition in Honorable Jharkhand High Court challenging the applicability of 1999 Tariff schedule (HTSS category) to 1993 Electricity Tariff on Tayo. Honorable Jharkhand High Court on May 02, 2013, had dismissed Company''s Petition and confirmed the applicability of 1999 Tariff schedule on Tayo. Consequent to the adverse judgment of Honorable Jharkhand High Court, with regard to applicability of electricity tariff on the Company from January, 2000, till March, 2013, the Jharkhand State Electricity Board (JSEB) has issued a rectified energy bill dated 10th June,2013 for Rs. 272.03 Crores, which includes delayed payment surcharge of Rs. 208.00 crores and fuel surcharge of Rs. 5.96 crores.

The Judgment dated May 2, 2013 was challenged on various legal grounds by way of Letters Patent Appeal (intra- court appeal) before the Honorable Jharkhand High Court which has been admitted on merit on July 3, 2013. The rectified energy bill dated June 10, 2013 has also been challenged separately before the Honorable Jharkhand High Court. These matters are still pending at Jharkhand High Court.

(iii) On March 30, 2013, your Company has switched over to JUSCO for power supply. At the time of disconnection of Electricity supply from JSEB, your Company had given a Bank Guarantee for Rs. 3.72 Crores in favour of JSEB to secure the amount of fuel surcharge shown as "kept in abeyance" in the electricity bills. This Bank Guarantee was given because JSEB was not ready to disconnect electricity supply without payment of aforesaid Rs. 3.72 crores. Consequent to the judgment of Honorable Jharkhand High Court on May 2, 2013 given on Induction Furnace case the JSEB has raised a rectified bill of Rs. 272.03 crores on June 10, 2013. Thereafter, JSEB had applied for invocation of Bank Guarantee irrespective of the fact that the fuel surcharge matter was not a part of the aforesaid rectified bill and the same is sub-Judice in other case with the Honorable Jharkhand High Court. The Honorable Jharkhand High Court has granted a stay on the invocation of Bank Guarantee and the same is still pending with the Court.

(iv) A writ petition has been filed by the Company challenging the order of Jharkhand Government denying exemption from the operation of Employee State Insurance Act, 1948.

12. SAFETY AND HEALTH:

As per the Tata Group directives, safety is given a primary focus in the Company. Senior leadership is fully committed towards improving the safety culture and awareness and is involved in formulating and guiding the safe practices. Being in close proximity of our Promoter, Tata Steel, we enjoy the guidance and expertise support in the various avenues of safety.

The behavioral aspects of safety are communicated through interactions and discussions at various levels apart from the visuals and awareness training programmes. Safety initiatives are also extended to our service providers, contract workforce, local community and adjoining colony apart from employees. The same is communicated to external visitors like customers, inspectors and other officials through mandatory use of PPEs.

(i) Strong communication and discussions at all levels including Union members is an important part of the Safety awareness initiative. With the objective of keeping employees and contractors'' employees aware and conscious of the Safety processes and regulations, safety campaigns are being observed every alternate month and safety performance are also being regularly reviewed. National Safety Day was observed during the year under review. Safety programmes like Safety competitions, House-keeping, Safety training, Fire Fighting training, Mock Drill and First-Aid training were conducted regularly and Corrective & Preventive Actions taken, as appropriate. Basic and standard lead and lag measures pertaining to safety performance form the basis of "Safety Performance Reporting and Review". Review of the lag measures like near misses, first aid cases, incident investigations and analysis of root causes help in strengthening the improvement plans and executions

(ii) Employees undergo mandatory periodical, medical examination as stipulated under various statutory requirements. Free medical facilities are provided at Tata Main Hospital and Company''s Dispensaries apart from other areas where specific attention is given to ensure fitness of employees at the work place.

(iii) Tree plantation was done in and around the factory premises, on the occasion of World Environment day. Compliance to EHS legislations has been achieved through implementation of the Environmental, Occupational Health and Safety Policy of the Company which ensures continual improvement on safety front.

13. TOTAL QUALITY MANAGEMENT:

(i) Tayo had participated in the "Tata Innovista 2014" which is a platform within the Group to showcase innovative edges and initiatives.

(ii) A high powered team of Assessors from various Tata Group companies and mentored by a senior executive of the Group, facilitated by Tata Quality Management Services (TQMS), conducted an External Assessment at Tayo as per the TATA Business Excellence Model (TBEM) revised norms of 2013-14. Your Company scored 464 as against the previous year score of 475. The Assessors had taken consideration of the prevailing circumstances and had pulled out the strengths and opportunities for improvements in a comprehensive manner. They shared their findings and observations. Under the new guidelines of the Group, the Report of this external assessment was also presented by the Assessment Team Leader and Mentor to the Board.

(iii) Tayo participated in the 26th Convention on Quality Circles organized by Confederation of Indian Industries (Eastern Region).

(iv) The Indian Register Quality Systems conducted Surveillance Audit #2 for ISO 9001:2008 Quality Management System, ISO 14001:2004 Environmental Management System and OHSAS 18001:2007 Occupational Health and Safety Management System, and your Company was successful in these Audits.

(v) "Kar Vijay Har Shikhar" (KVHS), a flagship improvement initiative Programme at Tata Steel was launched in Tayo. Idea generation and shortlisting of ideas was done. Projects have been planned and teams organized to improve processes and cost effectiveness in specific areas.

14. COMMUNITY INITIATIVES:

In line with the Tata philosophy, the Company is committed towards the welfare and development of the society. Several initiatives were undertaken in this regard, some of them are highlighted below:

(i) The Company continued its support to various Social Organizations and Academic Institutions associated with education, sports, community development and skill development etc. during the year by way of donations.

(ii) To deepen awareness amongst the residents of Tata Complex Colony, Gamharia and adjacent villages, HIV & Aids Awareness programme was conducted by the Company under the guidance of Centre of Family Initiatives Foundation, Tata Steel.

(iii) Free Acu-pressure Treatment Camp was organized in association with the Acupressure Seva Samity, Adityapur, in which the residents of Tata Complex Colony, Gamharia and nearby local inhabitants participated and benefited.

(iv) To understand and enhance the ''Quality of Life'' Two-day training programme was conducted by C.B.W.E Jamshedpur in which employees participated with their spouses.

(v) Blood Donation Camp was also organized wherein employees and their family members donated blood voluntarily.

(vi) Company has also taken several initiatives to increase the employability of desired section of the society.

15. AFFIRMATIVE ACTION:

The Company is guided by the Code of Conduct on Affirmative Action. The Company ensures implementation of the Code by arousing awareness on the subject amongst employees, vendors, suppliers and stakeholders through training programmes conducted from time to time. The Company accords a lot of emphasis on the 4Es i.e. Employment, Entrepreneurship, Employability and Education which is being monitored on regular intervals to ensure its implementation in the right spirit.

16. DIRECTORS:

Mr. Hridayeshwar Jha has stepped down as Managing Director of the Company with effect from August 10, 2013. The Board placed on record their sincere appreciation to the contribution made by Mr. Hridayeshwar Jha during his tenure with the Company.

With effect from April 25, 2013, Mr. Sudev Chandra Das and Mr. V. S. N. Murty were appointed as additional directors of the Company, by the Board and later on at 45th Annual General Meeting held on June 14, 2013 they were appointed as directors of the Company in accordance with the provisions of Section 257 of the Companies Act, 1956.

In accordance with the provisions of Companies Act, 2013, and Articles of Association of the Company, Mr. Anand Sen, director retires by rotation and being eligible offer himself for re-appointment.

Mr. K. Shankar Marar was appointed as additional director and Managing Director of the Company with effect from August 11,2013. As an additional director Mr. K. Shankar Marar will hold office till the date of forthcoming Annual General Meeting and a notice has been received from a member proposing the candidature of Mr. Marar for appointing him as director of the Company in accordance with the provisions of Section 160 ofthe Companies Act, 2013.

In order to comply with the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rules, 2014 and clause 49 of the Listing Agreement. Dr. S. K. Bhattacharyya, Mr. Dipak Kumar Banerjee, Prof Ranjan Das and Mr. Sudev Chandra Das, all being the independent directors are appointed for a period of five (5) consecutive years or till the date of retirement of non-executive directors as per Tata Group Policy, whichever is earlier, with effect from 29h August, 2014.

17. DIRECTORS'' SHAREHOLDING:

The shareholding of Managing Director and Non-Executive Directors in the Company is NIL.

18. RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors, based on the representations received from the Operating Management, confirm that:

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

(ii) they have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2013-14 and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

19. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchange, a Management Discussion and Analysis, Corporate Governance, Managing Director''s and Auditor''s Certificates are made part of this Annual Report.

20. PARTICULARS OF EMPLOYEES:

The information required under Section 217(2) of the Companies Act, 1956 read with the Companies (particulars of Employee) Rules 1975, in respect of employees of the Company, is provided in the Annexure forming part of this Report. In terms of Section 219(1)(b)(iv) of the Companies Act,1956, the Report and Accounts are being sent to the members, excluding the aforesaid Annexure. The Annexure is available for inspection by the members at the Registered Office of the Company during business hours on working days upto the date of ensuing Annual General Meeting and if any member is interested in obtaining a copy thereof, such member may write to the Company Secretary, where upon a copy would be sent.

21. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

In terms of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars in respect of (a) Conservation of Energy (b) Technology Absorption and (c) Foreign Exchange Earnings and Outgo are furnished on pages 23-26.

22. AUDITORS:

i) The existing statutory auditors, M/s Deloitte Haskins & Sells (DHS), Kolkata, Chartered Accountants (ICAI Registration No.302009E), retire at the ensuing Annual General Meeting and are being eligible, offered 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 141(3)(g) of the Companies Act, 2013. Members are requested to appoint Auditors for the financial year 2014-15 at the Annual General Meeting and to authorize the Board of Directors to fix their remuneration as mutually agreed upon between the Board and the Auditors.

ii) The existing Cost auditors, M/s Shome & Banerjee, Kolkata, Cost Accountants (Firm Registration No. 000001) retire at the ensuing Annual General Meeting and are being eligible, offered themselves for re-appointment to examine and report on the Cost Audit of Company''s Records for the financial year 2014-15, in accordance with the Central Government Circular on Audit of Cost Accounting Records of the Company. Members are requested to ratify the remuneration payable to the cost auditors for the financial year 2014-15 at the Annual General Meeting to be held on August 29, 2014.

iii) The Company has appointed M/s P K. Singh & Associates, Practicing Company Secretaries (Registration No. 5878) as the Secretarial Auditor of the Company for the financial year 2014-15, for auditing the compliance with the various provisions of the Companies Act, 2013, FEMA, SEBI Act & Rules made thereunder, Secretarial Standard and Listing Agreement etc in accordance with the limit specified under Companies Act, 2013, read with Companies (Audit & Auditors) Rules, 2014.

On behalf of the Board of Directors

Jamshedpur Anand Sen April 24, 2014 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Forty-fourth Annual Report on the business and operations of the Company and the financial statement for the year ended March 31, 2012.

1. FINANCIAL RESULTS:

Previous year

Rupees Rupees

(in Lakhs) (in Lakhs)

(a) Profit / (Loss) before Depreciation, Tax and

Exceptional items (3749) (2482)

(b) Deduct: Depreciation 1811 562

(c) Profit before Tax and Exceptional items (5560) (3044)

(d) Add: Exceptional items 248 —

(e) Profit / (Loss) before tax (5312) (3044)

(f) Tax — —

(g) Profit/ (Loss) after tax (5312) (3044)

(h) Loss carried to Balance Sheet (5312) (3044)

2. DIVIDEND:

The Directors have decided not to recommend any dividend for the year ended March 31, 2012.

3. INCREASE IN AUTHORISED CAPITAL:

During the financial year the authorised share capital of the Company was increased from Rs. 15,00,00,000/- (Rupees fifteen crores only) to Rs. 1,00,00,00,000/- (Rupees one hundred crores only), by creation of 85,00,000 (eighty five lakhs) Redeemable Preference Shares of Rs. 100/- (Rupees one hundred only) each. Consequently the current authorised share capital of the Company now comprises of Equity Shares of Rs. 15,00,00,000/- (Rupees fifteen crores only) divided into 1,50,00,000 (one crore fifty lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each and Redeemable Preference Shares of Rs. 85,00,00,000/- (Rupees eighty five crores only) divided into 85,00,000 (eighty five lakhs) Redeemable Preference Shares of Rs. 100/- (Rupees one hundred only) each.

4. PREFERENTIAL ISSUE OF REDEEMABLE PREFERENCE SHARES:

Pursuant to the Shareholders' approval at the Extraordinary General Meeting held on March 9, 2012, the Company has allotted 65,00,000 (sixty five lakhs) and 20,00,000 (twenty lakhs) 8.50% Non-Cumulative Redeemable Preference Shares to the Promoters of the Company, namely, Tata Steel Limited and Yodogawa Steel Works Limited, Japan, respectively. After allotment of these Redeemable Preference Shares the paid up share capital of the Company is Rs. 95,26,13,657/- (Rupees ninety five crores twenty six lakhs thirteen thousand six hundred fifty seven only). These Redeemable Preference Shares are not listed on any Stock Exchange.

5. OPERATION AND SALES:

(i) During the year under review, the Company achieved a turnover of Rs. 152.33 crores as against Rs.147.36 crores in the previous year. The production and sales of rolls were 7258 tonnes and 7202 tonnes, respectively as against the production and sale at 7221 tonnes and 7516 tonnes, respectively in the previous year. This includes the sale of forged rolls of 312 tonnes against 14 tonnes in the previous year.

(ii) During the year under review, the production and sale of pig iron were 17248 tonnes and 14683 tonnes respectively as against 9479 tones and 8087 tonnes in the previous year.

The pig iron operations were resumed on April 15, 2011 and has shown significant growth with the help of Tata Steel Limited. A Conversion Agreement with Tata Steel was entered into and made operational from August 10, 2011. Tata Steel is supplying iron ore and nut coke (if available) to Tayo for conversion to pig iron.

(iii) During the year under review, the Company has posted a net loss of Rs. 53.12 crores against the net loss of Rs. 30.44 crores in the previous year. Continued delay in commissioning and ramp up of new project coupted with the liquidity crunch during the early part of the financial year has affected the operation and profitability of the Company.

(iv) During the year under review, the export of cast rolls was 904 tonnes as compared to 1179 tonnes in the previous year, equivalent to Rs. 10.42 crores as compared to Rs. 14.43 crores in the previous year.

6. FINANCIAL AND WORKING CAPITAL MANAGEMENT:

(i) The ramping up of new business and production setbacks in the Mini Blast Furnace (MBF) operations in the early part of the financial year impacted the liquidity position of the Company. The Company's operations were hampered to a very large extent by the shortage of funds. The additional capital of Rs. 85.00 crores raised by issuance of Non- Cumulative Redeemable Preference Shares during March 2012 has eased the fund position considerably and the Company is hopeful of achieving the planned level of production during the coming financial year.

(ii) During the year under review, CRISIL has given "A-" (negative) rating for Term Loan and fund based working capital and "A2 " for non-fund based working capital. In addition CRISIL has given "A2 " for Short Term Bank Loan facility upto Rs. 10.00 crores and "FA-" (negative) for Fixed Deposit Programme.

(iii) During the year Tata Steel Limited, our holding company had placed an Inter Corporate Deposit of Rs. 25.00 crores to help the company tide over the working capital shortage. This ICD amount along with the earlier ICD of Rs. 10.00 crores was repaid in March 2012.

7. FIXED DEPOSITS:

As in the previous year, Company has accepted/ renewed the fixed deposits during the year. Deposits which have matured have been repaid when claimed by the depositors together with interest accrued upto the date of maturity. All unclaimed deposits along with interest accrued upto the date of maturity have been deposited, as and when they became due, with the Investors Education and Protection Fund (IEPF).

8. TECHNOLOGY AND GROWTH: 8(i)TECHNOLOGY: 8(i)(a) Cast Roll:

During the year our focus was on stabilizing the production of Super Nickel Grain (SNG) Roll, HiCr Roll, with steel interlayer and development of High Speed Steel (HSS) Roll. Both SNG & HiCr Rolls were stabilized and performing satisfactorily in all the mills where they have been supplied. Performance of HiCr Rolls has increased by almost 40-45%. The incidence of spalling at casting stage as well as in the mill was greatly reduced and the performance of these two grades of roll was highly satisfactory in the mills. Some of the good jobs done in this year are:

- Tata Steel completely switched over to Super Nickel Grain Roll for their Finishing Mill Stand. Tayo is the only supplier of these rolls to Tata Steel.

- Similarly HiCr Iron Rolls with Yodogawa technology met with larger amount of success in various mills and performance improved by 40-45%.

- For the first time 1210 mm dia HiCr Steel Roll was successfully spun cast and supplied to the Roughing Stand at Bokaro Steel Plant of Steel Authority of India Limited.

- For the first time 1210 mm Adamite Cast Roll was supplied to Bokaro Steel Plant as an import substitute. The initial feed back is quite encouraging.

- Perennial problem of transverse crack in big Adamite Steel Roll was completely eliminated through process of Hot Shake out and internal rejection has significantly come down in steel roll.

- Heat treated Spheroidal Graphite (SG) Iron Rolls with lower alloy content was tried successfully in Roughing Stands of Merchant Mills and are now being tried in other mills.

However, production of HSS Roll is yet to be stabilized. Frequent visit of technical personnel from Yodogawa Steel Works Limited, Japan helped in improvement of quality and production of other grades also. A pair of HSS Rolls has been dispatched to JSW Steel Ltd. in the month of April 2012.

8(i)(b) New Business:

In new business, Company has been able to overcome the teething problem and stablised the production of Arc Furnace, Forge Shop and Induction Hardening unit. A small portion of the project is still under completion, which is expected to be completed during the financial year 2012-13. During the previous year, the Company had some quality issues which have been identified and actioned upon. We are confident that actions/measures taken by us will reduce the rejection and increase the productivity. The rolls which have been supplied to various customers are performing satisfactorily and we have received positive feedback about their performance.

8(ii) GROWTH: 8(ii)(a) Cast Roll:

Development of HSS Rolls for Hot Strip Mill has become very important as Mills are switching over from HiCr Besides this, we are planning to do mist water quenching of Adamite Steel Rolls to increase the hardness and performance of Roughing Mill Stand of Hot Strip Mills. More focus will be given for development and production of sleeve (SG and Steel) for Universal Mill Rolls.

8(ii)(b) New Business:

For the new business the focus will be on stabilizing the production and quality of Ingots, Forgings and Forged Rolls. With greater emphasis on technical training, completion of project and increased volume, our share of business in the market will increase. Improved quality in the running grades will help us to increase the market share in the domestic market. The focus will be on making the big size rolls and thus minimize the import of these rolls by our customers. With the existing facilities and some small investment in near future, Tayo will be able to dominate the Indian Market in forged roll. In forged rolls with the facility we have, we look forward to be the number one Forged Roll manufacturer and a leading International player in the roll market. In the area of forging we have received a prestigious order for supply of 1671 Tonnes (596 numbers) of Shaft to Tata Steel Growth Shop (TGS), a division of Tata Steel Limited.

9. AUDIT REPORT:

The Statutory Auditors Report on Annual Accounts for the financial year 2011-12 doesn't contain any qualification, which warrants comments from the Board of Directors.

10.CONTINGENT LIABILITIES AND MAJOR LITIGATIONS:

(i) Consequent to the order of the Hon'ble Supreme Court vide its order dated April 15, 2009, upholding the decision of the Hon'ble Patna High Court with a direction to BSEB to rework the rates of fuel surcharge, BSEB has adjusted Rs. 23.23 crores against the Coal Claims of Rs. 100.00 crores and modified the rate of fuel surcharge for 1998-99 to Rs. 158.79 p/Kwh against the earlier notified rate of Rs. 164.83 p/Kwh for 1998-99 thus giving a benefit of Rs. 6.04 p/Kwh to consumers. However, this benefit will be passed on to the consumers on receipt of Coal Claim of Rs. 100.00 crores by BSEB from the Coal Companies.

The Hon'ble Supreme Court has, however, given liberty to the consumers to approach High Court to challenge the correctness of this adjustment as also the terms of such adjustment and also stated that the other pending issues on fuel surcharge can be taken up by the consumers before the High Court.

(ii) The writ petition filed by the Company challenging the applicability of the power tariff structure on the Company's Induction Furnace unit from 1.9.1999 is pending before the Hon'ble Jharkhand High Court.

(iii) A writ petition has been filed by the Company challenging the order of Jharkhand Government denying the exemption from the operation of Employee State Insurance Act, 1948.

11.SAFETY AND HEALTH:

(i) The Company lays a lot of emphasis on Safety and Health which have gone a long way in maintaining a safe working environment in the Plant. The monitoring of short and long term targets and logging of safety observations have reaffirmed the commitment level of workforce towards achieving new targets on safety. This has been largely achieved by raising the level of awareness and standard of workforce through training programmes conducted from time to time and Safety Campaigns observed every alternate month on a specific theme.

(ii) The Safety Excellence Journey launched in the Company and the implementation of decisions taken in the meetings conducted by various committees framed there under and the Safety Rules & Procedures etc have yielded positive results by way of reduced "Lost Time Injury Frequency Rate" (LTIFR) and reduced instances of First-aid cases, as well as improvement in the general house-keeping quality and usage of Personal Protective Equipment (PPE).

(iii) Compliance to EHS legislations has been achieved through implementation of the Environmental, Occupational Health and Safety Policy of the Company which ensures continual improvement on safety front.

12.TOTAL QUALITY MANAGEMENT:

(i) During the year for the first time TAYO celebrated 'Quality Nite', where Excellence was celebrated and a fresh resolution was taken to treat "Every Obstacle as an Opportunity". A number of officers were recognized and rewarded by the Managing Director for the best assessed "Good Jobs Done". However, we will significantly improve the process for driving improvement activities, more closely aligned to meeting our Annual Business Plan and long term goals, namely Quality, Profitability, Turnover and Cost etc.

(ii) Having been declared one of the winners in the Eastern India regional round of Tata Innovista - 2011 in the Sub category "Process Innovation In Core Operations", there was a surge of interest amongst employees to showcase their Creativity and Innovation. The number of entries catapulted to 77 during FY' 12, as against 43 in the previous year.

(iii) An international team of Assessors from various Tata Group companies from around the world including India, facilitated by Tata Quality Management Services(TQMS), conducted an External Assessment at Tayo as per the Tata Business Excellence Model (TBEM) and Tayo scored 472. The strengths highlighted by the assessment team have encouraged us and opportunities for improvement identified have set a new bar, and we are endeavoring to make Business Excellence the "DNA" of Tayo.

(iv) Employees voluntarily come up for theme based "Quality Circles" and "Cross Functional Team" to positively contribute in the growth of the Company.

(v) The Indian Register Quality Systems has re-certified Tayo for ISO 9001:2008 for its Quality Management System, ISO 14001:2004 for Environmental Management System and OHSAS 18001:2007 for Occupational Health and Safety Management System for a period up to October 30, 2014, subject to continued satisfactory maintenance. The scope of these certificates also includes the New Business (Forge Shop & Induction Hardening Shop) as well. Hence, the entire range of our products including the in-house Forged Rolls and Engineering Forgings have been covered under the ISO scope.

13.COMMUNITY INITIATIVES:

(i) The Company continues to be actively associated towards the welfare and development of the Communities in and around the Plant. Social organizations and various academic institutions including those associated with education, sports, community development, skills development etc. are supported by the Company by way of several initiatives taken-up by them during the year. The Company also promotes initiatives undertaken by the Family Planning Association of India, Xavier Institute of Tribal Education, Gamharia etc. towards implementation of medical care and educational projects undertaken by them in and around the Plant.

(ii) The Company with the guidance of Centre of Family Initiatives Foundation, Tata Steel conducted HIV/Aids Awareness programme to arouse awareness amongst the residents of Tata Complex Colony, Gamaharia and adjacent villages.

(iii) Free Acu-pressure Treatment Camp was organized in association with the Acupressure Seva Samity, Adityapur, in which the residents of Tata Complex Colony, Gamharia and nearby local persons participated and benefited.

(iv) For the benefit of the students pursuing studies at the Xavier Institute of Tribal Education, Gamharia, educational presentations and lectures were delivered on Safety, Health Awareness, Leadership, Legal Aspects of Business etc. by Senior Executives of the Company.

(v) Blood Donation Camp was conducted in Tata Complex Colony, Gamharia wherein employees and their family members donated blood voluntarily.

(vi) Company has also taken several initiatives to increase the employability of desired section of the society.

14.AFFIRMATIVE ACTION:

The Company is guided by the Code of Conduct on Affirmative Action. The Company ensures implementation of the Code by arousing awareness on the subject amongst employees, vendors, suppliers and stakeholders through training programmes conducted from time to time. The data on Affirmative Action lays emphasis on 4Es i.e. Employment, Entrepreneurship, Employability and Education which is being monitored on quarterly basis to ensure its implementation in the right spirit.

The Company has undergone the Assessment Process on "AA" conducted by TQMS during the year.

15.DIRECTORS:

In accordance with the provisions of Companies Act, 1956, and Articles of Association of the Company, Mr. V.S.N. Murty, Mr. Dipak Kumar Banerjee and Mr. Osamu Nishimura, Directors retire by rotation and being eligible offer themselves for re-appointment.

16.DIRECTORS' SHAREHOLDING:

The shareholding of Managing Director and Non- Executive Directors in the Company is NIL.

17 .RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2 AA) of the Companies Act, 1956, the Directors, based on the representations received 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, in the selection of the accounting policies, consulted the statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2011-12 and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

18.CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchange, Management Discussion and Analysis, Corporate Governance, Managing Director's and Auditor's Certificates are made part of this Annual Report.

19.PARTICULARS OF EMPLOYEES:

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, in respect of employees of the Company, is provided in the Annexure forming part of this Report. In terms of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and Accounts are being sent to the members, excluding the aforesaid Annexure. The Annexure is available for inspection by the members at the Registered Office of the Company during business hours on working days upto the date of ensuing Annual General Meeting, and if, any member is interested in obtaining a copy thereof, such member may write to the Company Secretary, where upon a copy would be sent.

20.ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

In terms of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars in respect of (a) Conservation of Energy (b) Technology Absorption and (c) Foreign Exchange Earnings and Outgo are furnished on pages 17 & 18.

21.AUDITORS:

During the year, the Central Government prescribed the Cost Accounting Records to be maintained by the Company and also mandated that Cost Audit of eligible products/services be carried out. Therefore, the Board had appointed M/s Shome & Banerjee, Cost Accountants as the Cost Auditors for the financial years 2011-12 and 2012-13.

The existing Auditors, M/s Deloitte Haskins & Sells (DHS), Kolkata, Chartered Accountants (ICAI Registration No.302009E), retire at the ensuing Annual General Meeting and are being eligible, offered 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) of the Companies Act, 1956. Members are requested to appoint Auditors for the financial year 2012-13 at the Annual General Meeting and to authorize the Board of Directors to fix their remuneration as mutually agreed upon between the Board and the Auditors.

On behalf of the Board of Directors

Jamshedpur Anand Sen

April 23, 2012 Chairman


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Forty-third Annual Report.on the operations of the Company and the financial accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

Previous year

Rupees Rupees

in Lakhs in Lakhs

1. a) Profit before Depreciation, Tax and Exceptional items (2482) (757.74)

b) Deduct : Depreciation 562 395.56

c) Profit before Tax and Exceptional items (3044) (1153.30)

d) Add: (Deduct) Exceptional items — —

e) Loss before tax (3044) (1153.30)

f) Taxation — —

g) Loss after tax (3044) (1153.30)

h) Loss carried to Balance Sheet (3044) (1153.30)

DIVIDEND

2. The Directors have decided not to recommend any dividend for the year ended 31st March, 2011.

OPERATION AND SALES

3. During the year under review, the Company achieved a turnover of Rs. 147.27 crores against Rs. 142.37 crores in the previous year. The production and sale of rolls were 7221 t and 7516 t. respectively as against the production and sale at 6,5161. and 6,5941. respectively in the previous year. This includes the sale of forged rolls of 14 t. against 100 t. in the previous year. Thus registering an increase of 10.82% and 13.98% in production and sales respectively.

4. During the year under review, the production and sale of pig iron were 9479 t and 8087 t. respectively compared with 22,604 t. and 19,634 t in the previous year. Pig Iron market continued to be at a weaker note in the early part of financial year 2010-11. Prohibitive price of purchased coke vis-a-vis NR of Pig Iron compelled the management to temporarily suspend the operations of Pig Iron in August, 2010. However, the operations were resumed on 15th April, 2011.

5. During the year under review, the Company posted a net loss of Rs. 30.44 crores against the net loss of Rs.11.53 crores in the previous year. Continued delay in commissioning and ramp up of new project coupled with the suspension of Pig Iron operations affected the profitability of the Company.

6. During the year under review, the export of cast rolls was 1179 t. compared to 2,190 t. in the previous year, equivalent to Rs. 14.43 crores compared to Rs.25.69 crores in the previous year.

FINANCIAL AND WORKING CAPITAL MANAGEMENT

7. The continued trial run production of forged roll project and suspension of Pig iron operations in the middle of the year due to economic unviability seriously affected the liquidity position of the Company. Higher inventory levels due to change in product mix of rolls also created a pressure on the working capital requirement. All this has resulted in higher working capital utilization. Towards the end of the year with several initiatives taken, the inventory levels have been brought down.

8. During the year under review CRISIL has affirmed A+ (stable) rating for Term Loan and working capital (fund based) and P1+ for working capital non fund based. In addition CRISIL has reaffirmed P1+ for commercial paper upto Rs 20 crores and FAA for Fixed Deposit Programme.

9. Tata Steel Limited, our holding company has placed an Inter Corporate Deposit of Rs. 1000 Lakhs which is payable on demand to ease out liquidity position of the Company.

TECHNOLOGY Cast Roll

10. In the year ended our focus was on stabilizing the production of Super Nickel Grain (SNG) roll, HiCr. Roll, with steel interlayer and development of High Speed Steel Roll (HSS). Both SNG & HiCr rolls were successfully stabilized from middle of 2nd quarter onwards. The incidence of spalling at casting stage was greatly reduced and the performance of these two rolls was highly satisfactory in the mills. Some of the good jobs done in this year are :

- Tata Steel completely switched over to Super Nickel Grain roll for their Finishing Mill Stand and we are 100% supplier of these rolls.

- Similarly HiCr. Iron rolls with Yodogawa technology met with larger amount of success in the mills.

- For the first time 1300 dia HiCr. Steel Roll was successfully spun cast and supplied to Tata Steel.

- Perennial problem of transverse crack in big Adamite Steel roll was completely eliminated through process of Hot Shake out and internal rejection has come down drastically on steel roll.

- Heat treated SG Iron rolls with lower alloy content was tried out successfully in Roughing Stands of Merchant Mills.

- In 2010-11, 8 SG Iron sleeves had rolled out from Tayo to JSPL, Universal Heavy Structural Mill manufactured through CCM route.

However, in HSS roll the problem still persists and the production is yet to be stabilized. Frequent visit of Yodogawa technical people helped in Quality and production of other grades also.

New Business

11. In new business we have been able to overcome the teething problem and stablise the production of Melt Shop, Forging and Induction Hardening unit. A little amount of project work is still to be completed which we plan to complete in year 2011-12. Although we have some quality issues, we are sure we will be able to overcome as the root cause of the problem have been found out. The quantity of rolls which has been despatched last year has performed successfully in the mills.

GROWTH Cast Roll

12. Development of HSS Rolls for Intermediate Stands of Hot Strip Mill has become very important as Mills are switching over from HiCr. We also plan to cast a new grade of HiCr Iron Roll with steel core for Plate Mill in Bangladesh. Besides these two, we are planning to do mist water quenching of Adamite Steel Rolls to increase the hardness and performance of Roughing Mill Stand of Hot Strip Mills. More focus will be given for development and production of sleeve (SG and Steel) for Universal Mill Rolls. Another sector we will be looking for making back up rolls for both Cold Roll used for Hot Strip Mill. In future for this we require a capital expenditure of Rs. 400-500 lakhs for putting up a differential hardening furnace (Callus Furnace).

New Business

13. For the new business the focus will be on stabilizing the production and quality for Ingot making, Forging and Forge Roll. With greater emphasis on technical training, completion of project and increased volume, our share of business in the market will increase. Improved quality in the running grades will help us to increase the market share of Indian Market. Focus will be made on the bigger rolls market and minimize the import of these rolls. With the existing facilities and some small investment in near future, Tayo will be able to dominate the Indian Market. In Forge Rolls with the facility we have, we look forward to be the No. one Forge Roll manufacturer and a leading International player in Roll market.

Forgings and Forged Rolls

14. The commercial production of Ingots has commenced from 1.11.2010.

Forge Shop and Induction Hardening Roll Shop

15. The commercial production of Forge Shop / Induction Hardening Shop has commenced from 30.3.2011.

CONTINGENT LIABILITIES AND MAJOR LITIGATIONS

16. Consequent to the order of the Honble Supreme Court vide its order dated 15* April, 2009, upholding the decision of the Honble Patna High Court with a direction to BSEB to rework the rates of fuel surcharge, BSEB has adjusted Rs. 23.23 Crore against the Coal Claims of Rs. 100 crore and modified the rate of fuel surcharge for 1998-99 to 158.79 p/Kwh against the earlier notified rate of 164.83 p/Kwh for 1998-99 thus giving a benefit of 6.04 p/Kwh to consumers. However, this benefit will be passed on the consumers on receipt of Coal Claim of Rs. 100 crore by BSEB from the Coal Companies.

The Honble Supreme Court has, however, given liberty to consumers to approach High Court to challenge the correctness of this adjustment as also the terms of such adjustment and also stated that the other pending issues on fuel surcharge can be taken up by the consumers before the High Court.

17. The writ petition filed by the Company challenging the applicability of the power tariff structure on the Companys Induction Furnace unit from 1.9.1999 is pending before the Honble Jharkhand High Court.

BUSINESS EXCELLENCE

18. In this year the company widened the ambit of Business Excellence into Total Quality Management.

- TAYO was declared one of the winners in the India - East regional round of Tata Innovista - 2011 in the Sub category, Process Innovation in core operations. The Innovation achieved zero defect, reduction in cycle time and cost, energy saving and reduction in Carbon footprint, and above all Customer Delight. So great was the interest, that number of entries in TATA Innovista from TAYO registered a jump and stood at 43 nos.

- Action has been taken on Tata Business Excellence assessment findings of the year and there have been Shining examples of improvements/Innovations.

- As a part of Small Group Activity Circle, a campaign was undertaken to encourage Quality circles amongst workmen. It evoked encouraging response. Tayo workers Union Office-bearers were co-opted into this initiative.

- Launched Development Management, the eighth pillar of Total Productive Maintenance (TPM). With this all eight Pillars of TPM are functioning. We plan to challenge the award by the end of FY12.

- During the year, the Company successfully completed IRQS surveillance audit for all the systems- QMS, EMS and OHSAS for continuity of their certification. Also we have initiated actions to include in the ISO scope the New Business (Forge Shop & Induction Hardening Shop). I.e. in the forthcoming certification audit which will be conducted in Jun/Jul 11, the entire range of products including the in-house forge rolls & Engg. Forgings will get covered in the ISO scope.

COMMUNITY INITIATIVES

19. Community Initiatives forms an integral part of the Companys business process activity. The Company promotes social organizations and various Educational Institutions including those associated with sports, trade skills, community welfare in the direction of developmental activities undertaken by them from time to time. The Company also supports reputed associations and institutions such as the Family Planning Association of India, ITI - Seraikela etc. towards the implementation of Projects undertaken by them in and around our Companys Plant.

20. During the year under review, the Company in association with the Centre for Family Initiatives Foundation, Tata Steel conducted an HIV/Aids Awareness programme for the residents of Tata Complex Colony, Gamahria which was followed by a NUKAD skit by their representative and oral Quiz competition for the participants.

21. A two-day free Acupressure Treatment Camp was conducted during 2010-11 which was well received by the community in and around the Plant and residents of Gamharia. Large number of local persons participated and benefitted from the programme.

22. Guest lectures were delivered for the student of Xavier Institute of Tribal Education, Tata Complex Colony, Gamharia covering subjects such as Leadership, Communication Skills, Legal aspects of Business etc. by the Executives and Officers of the Company.

23. Blood Donation Campaign was organized in Tata Complex Colony, Gamharia where residents in and around the Colony came forward and voluntarily donated blood.

SAFETY, HEALTH & ENVIRONMENT

24. The Company continues to pay lot of emphasis in the direction of Safety, Health and Environment of the employees, the Company and the community at large. With the objective of keeping employees and contractor labour consistently aware and conscious of the safety processes and regulations, Safety Campaigns were observed every alternate month. During the year under review, safety quiz, safety song, safety talk, sit-and-draw competition etc. were conducted where employees and their children participated in large numbers and the winners were recognized.

25. With the launch of Safety Excellence Journey, several observations have been logged and closed by employees which have yielded positive results in reducing the number of First-Aid cases and improving the house-keeping of Plant during the year. Use of PPEs has become a Way-of-Llfe and are being utilized regularly by employees and contractor labour inside the Plant. Training programmes on Safety & Fire Fighting forms an integral part of safety practices adopted by the Company.

26. The Company participated in the SHE Excellence Award competition conducted by CII (ER) 2010-11 and were short- listed for presenting their detailed presentation before the Jury this year.

27. National Safety Day was observed on 4* March where employees were addressed on safety aspects by Senior Executives and Office Bearers of Tayo Workers Union. Safety Badges were distributed on this occasion to remind employees to observe safety precautions on duty. On this occasion, employees were made aware of the theme laid down by the National Safety Council on "Establish and Maintain Preventative Safety & Health Culture".

28. World Environment Day was observed on 5* June, 2011, where Sr. Executives of the Company and Office Bearers of Tayo Workers Union deliberated on the theme "Many Species. One Planet, One Future", which was followed by tree plantation at the Works.

29. The Companys Environmental, Occupational Health and Safety Policy ensures compliance of applicable EHS legislations throughout the year.

AFFIRMATIVE ACTION

30. The Tata Code of Conduct - 2008 issue on Affirmative Action has been adopted in its true spirit by the Company. The Company ensures implementation of the Code by conducting Awareness training programmes on the Code for the benefit of employees and vendors. The base data collected on Affirmative Action is monitored periodically and indicates an improvement trend in the direction of 4Es, i.e. Employment, Entrepreneurship, Employability and Education.

The Company has .submitted its application for the first time in 2010-11 on Affirmative Action for assessment to TQMS.

DIRECTORS

31. In accordance with the provisions of Companies Act, 1956, and Articles of Association of the Company, Mr. Anand Sen, Dr. S.K. Bhattacharyya and Mr. S.N. Menon retire by rotation and being eligible offer themselves for re- appointment.

32. Prof. Ranjan Das was appointed as additional Director w.e.f: 28lh January, 2011. Pursuant to Section 260 of the Companies Act, 1956, Prof. Ranjan Das holds office upto the ensuing Annual General Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956 proposing Prof. Ranjan Das for the office of Director subject to retirement by rotation.

DIRECTORS SHAREHOLDING

33. The shareholding of Managing Director and Non-executive Directors in the Company is NIL.

RESPONSIBILITY STATEMENT

34. Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that -

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

(b) they have, in the selection of the accounting policies, consulted the statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2010-11 and of the profit of the Company for that period;

(c) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

LISTING AGREEMENT

35. Pursuant to Clause 49 of the listing agreement with Stock Exchanges, a note on Management Discussion and Analysis and .Corporate Governance are made part of this Annual Report.

PARTICULARS OF EMPLOYEES

36. The details of employees who were in receipt of remuneration of Rs.24,00,000 and above during the financial year under review or Rs.2,00,000 and above per month, pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are furnished on page 45.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

37. In terms of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars in respect of (a) Conservation of Energy (b) Technology Absorption and (c) Foreign Exchange Earnings and Outgo are furnished on pages 43, 44 and 45.

AUDITORS

38. Messrs. Deloitte Haskins & Sells (ICAI Registration No.302009E), Auditors, retire and being eligible, offer themselves for re-appointment. They have furnished a certificate to the Company that their re-appointment, if made, will be in accordance with Sub-section (IB) of Section 224 of the Companies Act, 1956.

On behalf of the

Board of Directors

Jamshedpur Anand Sen

25th April, 2011. Chairman


Mar 31, 2010

The Directors have pleasure in presenting the Forty-second Annual Report on the operations of the Company and the financial accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

Previous year

Rupees Rupees in Lakhs in Lakhs

2. a) Profit before Depreciation, Tax and

Exceptional items (757.74) (1530.90)

b) Deduct : Depreciation 395.56 354.13

c) Profit before Tax and Exceptional items (1153.30) (1885.03)

d) Add: (Deduct) Exceptional items - 45.51

e) Profit before tax (1153.30) (1839.52)

f) Tax :

i) Current Income-tax (Net) - -

ii) Deferred tax previous year - (191.11)

iii) Fringe benefit tax - 25.21

- (165.90)

g) Profit after tax (1153.30) (1673.62) h) Add : Balance brought forward from the previous year - 544.11 i) Balance to be carried forward (1153.30) (1129.51)

DIVIDEND

3. The Directors have decided not to recommend any dividend for the year ended 31st March, 2010.

OPERATION AND SALES

4. During the year under review, the Company achieved a turnover of Rs.142.37 crores against Rs.189.30 crores in the previous year. The production and sale of rolls were 6516 t and 6596 t. respectively as against the production and sale at 8,333 t. and 7,850 t. respectively in the previous year. This includes the sale of forged rolls of 100 t. against 483 t. in the previous year. During the year under review, the steel industry continued to operate at lower than their planned production in Europe, however, most of the steel plants has reduced their roll inventory resulting in low off-take of rolls as also deferment of delivery of confirmed orders. The volume of Forged Rolls machined and sold had also dropped during the year under review due to low availability of Rough Hardened Forged Rolls. All

this significantly affected the Companys production and sale of rolls during the year.

5. During the year under review, the production and sale of pig iron were 22,604 t and 19,634 t. respectively compared with 20,030 t. and 17,761 t. in the previous year. The sluggish casting market affected the pig iron off-take by various foundry units dependent on general casting and automobile casting. However, the demand and price of Pig Iron started moving upwards from Q3 of the year under review.

6. During the year under review, the Company posted a net loss of Rs. 11.53 crores against the net loss of Rs.16.74 crores in the previous year. The low volume of Cast Rolls & Forged Rolls coupled with the lower Pig Iron demand in the first half of the year affected the profitability of the Company.

7. During the year under review, the export of cast rolls was 2,190 t. compared to 2,165 t. in the previous year, equivalent to Rs. 25.69 crores compared to Rs.24.20 crores in the previous year.

FINANCIAL AND WORKING CAPITAL MANAGEMENT

8. The high interest rates prevailed in the initial part of the year. However in general there was an improvement in the liquidity conditions in the second half of the year. High inventory levels due to poor off-take of rolls, created a pressure on the working capital requirement. Towards the end of the year with several initiatives taken, the inventory levels have been brought down.

9. The Term Loan availed in earlier years from IDBI for financing the Cast Roll expansion has been repaid in full. During the year under review an additional term loan of Rs.25 crores was availed from IDBI Bank for the Forge project to provide for the exchange variation and other cost. IDBI Bank had also revised the repayment schedule of the term loan of Rs.54 crores so as to commence from July, 2011 and complete by July, 2017.

10. During the year under review CRISIL, has reaffirmed AA-/Negative rating for term loan and working capital (fund based limit) and P1+ for working capital non-fund based limit. In addition CRISIL has reaffirmed P1+ for commercial paper upto Rs.20 crores and FAA for Fixed Deposit Programme.

TECHNOLOGY AND GROWTH Cast Rolls -

11. The transfer of technology for the manufacture of High Speed Steel Rolls, Semi-High Speed Steel Rolls and Super Ni-Grain Rolls, from Yodogawa Steel Works Limited, Japan, is under absorption. The Super Ni-Grain Rolls manufactured and supplied to a few customers have been well received. The supply of High Speed Steel Rolls and Semi-High Speed Rolls is expected to take place by H-1 of the FY11.

Forgings and Forged Rolls -

12. The Forging Quality Ingots are being supplied to various customers on trial basis. Indications are there that the Companys Forging Quality Ingots are being well accepted by the customers. Repeat orders are being placed by them.

Forge Shop and Induction Hardening Roll Shop -

13. During the year under review the erection and commissioning of 2,500 t. open die forging press have been completed. M/s.Sheffield Forgemasters International Limited, U.K. (SFIL) engineers

supervised the erection and commissioning and also imparted hand-on training to TAYOs engineers on the Press. The Forge Shop was inaugurated on January 7, 2010. The hot trial is under progress and the commercial production is expected to commence at the earliest.

14. The induction hardening equipment was erected and commissioned under the supervision of SFIL Engineers. The shop was inaugurated on January 7, 2010. The trial production is under progress. The results of the trials are very encouraging. During the year few trial orders for Forged Rolls were executed and feed back from the customer on the performance is awaited. Tayo manufactured Forged Rolls would be hitting the market in a big way very soon.

15. During the year under review, to provide for additional equipments as also to take care of the increase in cost substantially towards exchange variation, the project cost was revised to Rs.168 crores from Rs.157 crores.

CONTINGENT LIABILITIES AND MAJOR LITIGATIONS

16. The Supreme Court vide its order dated 15th April, 2009, upheld the decision of the Honble Patna High Court with a direction to BSEB to rework the rates of fuel surcharge within a period of 3 months from the date of the order. Against the said order, BSEB filed an Interim Appeal with the Honble Supreme Court for modification and/or clarification of the Judgment and order dated 15.04.2009. The matter came up for hearing on 25.01.2010, the Honble Supreme Court extended the time granted for completing the calculation of Fuel Surcharge by another four (4) months from 26.01.2010.

17. The writ petition filed by the Company challenging the applicability of the power tariff structure on the Companys Induction Furnace unit from 1.9.1999 is pending before the Honble Jharkhand High Court.

BUSINESS EXCELLENCE

18. The company in its quest towards excellence, continues to participate in the Tata Business Excellence Model (TBEM) journey. Based on the feedback received from the earlier years assessment by Tata Quality Management Services the following new initiatives were undertaken :

- Daily Works Management to reduce variation and improve consistency in operations (Deming methodology)

- Safety Excellence Journey based on the DuPont methodology

- Awareness and initiatives on climate change

19. On the TPM journey, activities on the Safety, Health and Environment (SHE) and Office TPM pillars were started. It has been decided to challenge the TPM award by end of FY12.

20. During the year, the Company successfully underwent a surveillance audit on QMS, EMS and OHSAS by M/s. IRQS for up-gradation to 2008 standard and inclusion of Ingot Shop.

COMMUNITY INITIATIVES

21. The Company continues to be involved in supporting the cause of welfare and development of communities and social organisations in and around the vicinity of its Works. The Company is also involved in supporting various Institutions and Social Organisations including those associated with Sports, Education and Community Development in the direction of social and welfare activities carried out by them.

22. During 2009-10, the Company organised a two- day free Acupressure Treatment Camp at Tata Complex Colony, Gamharia for the community and residents in and around the Plant. A large number of young and old persons benefitted from the treatment of migraine, sinus, thyroid, cervical lumbar, sciatica, joint pains, spinal disorder, gastritis etc. During the year 2009-10, the Company observed ‘Joy of Giving week in October, 2009, when the employees donated clothes, which were handed over to Deeksha Community Centre, Rotary Club of Jamshedpur West for distribution to needy persons.

23. A general health awareness programme was conducted by the Companys Doctor for the students of Xavier Institute of Tribal Education, Tata Complex Colony, Gamharia covering general Health, Hygiene and Balanced Diet for reducing stress and fatigue. A Blood donation Camp was organized at the Tayo Complex Colony, Gamaharia where residents in and around the colony came in large to donate blood.

SAFETY, HEALTH AND ENVIRONMENT

24. Safety, Health & Environment are the key thrust areas of the Company which has contributed towards maintaining a safe working environment throughout the year. Safety Awareness

Programmes, Competitions and Campaigns were observed every alternate month for the enhancement of the degree of awareness and consciousness of employees and contract labour.

25. During the year under review, Safety Excellence Journey (SEJ) was launched by the Company and the monitoring of short term as well as long term targets has reaffirmed the commitment level of employees towards good house-keeping and accident-free environment in the Company.

26. National Safety Day was observed on 4th March, 2010 where Sr. Executives & Union Office Bearers addressed the employees and jointly read the Safety Pledge assuring to work safely and to comply with the statutory provisions to achieve the target of zero accident during the year.

27. World Environment Day was observed on 5th June, 2009 on the theme "Your Planet Needs You! Unite To Combat Climate Change". The green environment maintained in and around the Plant ensures a clean and pollution fee environment throughout the year.

AFFIRMATIVE ACTION

28. The Company is guided by the Tata Code of Conduct - 2008 version on Affirmative Action. Awareness programmes were conducted on the subject across the Company. The base data compiled on Affirmative Action indicates a positive trend in the direction of "4 Es” i.e.Employment, Employability, Entrepreneurship Development & Education.

DIRECTORS

29. In accordance with the provisions of Companies Act, 1956, and Articles of Association of the Company, Mr. Dipak Banerjee, Mr. V. S. N. Murty and Mr. Vijay Mathur retire by rotation and being eligible offer themselves for re-appointment.

30. The Board at its meeting held on October 28, 2009, appointed Mr. M. Nakahira as the Alternate Director to Mr. Osamu Nishimura pursuant to Section 313 of the Companies Act, 1956.

31. Mr. P. C. Srivastavas term as the Managing Director of the Company expired on January 31, 2010. The Board at its meeting held on January 29, 2010 re-appointed him as the Managing Director for a further period of 2 months i.e., upto March 31, 2010. Mr. Srivastava ceased to be the Managing Director and Director of the Company with effect from April 01, 2010. The Directors place on record their appreciation for the valuable contribution made by Mr. Srivastava during his tenure.

32. Mr. Om Narayan was appointed as an Additional Director of the Company with effect from April 1, 2010, by the Board of Directors at their meeting held on January 29, 2010. At the same meeting Mr. Om Narayan has been appointed as the Managing Director of the Company for a period of 3 years with effect from April 1, 2010.

DIRECTORS SHAREHOLDING

33. The shareholding of Managing Director and Non- executive Directors in the Company is NIL.

RESPONSIBILITY STATEMENT

34. Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that-

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

(b) they have, in the selection of the accounting policies, consulted the statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2009-10;

(c) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

LISTING AGREEMENT

35. Pursuant to Clause 49 of the listing agreement with Stock Exchanges, a note on Management Discussion and Analysis and Corporate Governance are made part of this Annual Report.

PARTICULARS OF EMPLOYEES

36. The details of employees who were in receipt of remuneration of Rs. 24,00,000 and above during the financial year under review or Rs. 2,00,000 and above per month, pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are furnished on page 45.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

37. In terms of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars in respect of (a) Conservation of Energy (b) Technology Absorption and (c) Foreign Exchange Earnings and Outgo are furnished on pages 44 & 45.

AUDITORS

38. Messrs. Deloitte Haskins & Sells, Auditors, retire and being eligible, offer themselves for re- appointment. They have furnished a certificate to the Company that their re-appointment, if made, will be in accordance with Sub-section (1B) of Section 224 of the Companies Act, 1956.

On behalf of the Board of Directors

Jamshedpur Anand Sen April 27, 2010 Chairman

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