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Directors Report of Tinplate Company of India Ltd.

Mar 31, 2015

DEAR MEMBERS,

The Board of Directors hereby present the ninety-sixth Annual Report on the business and operations of your Company along with the audited financial statements for the year ended 31st March 2015.

FINANCIAL RESULTS

FY 2014-15 FY 2013-14 Rs. Lacs Rs. Lacs

Net Sales/lncome 91,116 1,05,907

TotalExpenditure 78,731 91,140

Operating Profit 12,385 14,767

Add : Dividend and Other lncome 2,755 2,536

Profitbeforelnterest, 15,140 17,303 Depreciationand Taxes

Less : Interest 1,221 2,115

Profit before Depreciation and Taxes 13,919 15,188

Less : Depreciation 7,137 6,119

Profit before Taxes 6,782 9,069

Less : Provisionfor Taxation

Provision for Current Taxation 2,194 1,901

Less: MAT Credit - -

Deferred Taxation 128 888

Profit after Taxes 4,460 6,280

Add : Balance brought forward from 5,287 7,354 previous year

Less : Adjustment arising on account of adoption of Schedule II of the Companies Act, 2013 (net of taxes) 413 -

Balance 9,334 13,634

Which the Directors have appropriated as under to :

(i) Proposed Dividend on 394 815 Preference Share

(ii) Proposed Dividend on 1,675 1,675 Equity Share

(iii) Tax on Dividend 421 423

(iv) General Reserve 334 471

(v) Capital Redemption 4,631 4,962 Reserve

TOTAL 7,455 8,346

Leaving a balance to be carried forward 1,879 5,288

DIVIDEND

i) 8.5% Non-Cumulative Optionally Convertible Preference Shares (OCPS) : The Board has recommended a dividend of Rs. 8.50 per share on the OCPS for the year ended 31st March, 2015.

ii) Equity Shares : The Board has recommended a dividend of Rs. 1.60 per Equity Share of Rs. 10 each for the year ended 31st March, 2015 ( Rs. 1.60 per Equity Share for the year ended 31st March, 2014)

The Dividend on OCPS and Equity Shares is subject to the approval of the shareholders at the ensuing Annual General Meeting.

ECONOMIC ENVIRONMENT

During the year, the global economy moved at an uneven pace, with growth rates mostly declining across the world. Global recovery was hampered by some new challenges such as the heightened geopolitical conflicts in various areas of the world, perils of Greek indebtedness, Ebola epidemic, sharp decline in commodity prices and currency volatility. A number of major economies like Russia, China, Japan, European Union and Brazil continue to face the pressures of low demand, currency volatility and slow growth. However, relative growth in US, Mexico and India offered some respite.

The Indian economy appears to have withstood the issues related to economic slowdown, persistent inflation, widening fiscal deficit, slackening domestic demand, external account imbalances and volatility in Rupee. India's economic fundamentals remained strong in FY 2014-15 and are expected to continue to improve in the backdrop of a strong political mandate for the Government and the Reserve Bank of India's relentless focus on inflation. However, consumption and capital investments are yet to move forward and hence, there is a concern amongst all regarding failure to meet growth aspirations.

Government's focus to transform India into a promising investment destination with the "Make in India" initiative is expected to advance the packaging industry. The prospect of tinplate packaging is expected to remain positive in India over the long term due to its eco-friendly credentials. We also hope that the Government will be able to ensure implementation of the much awaited Goods & Services Tax, which is expected to ease supply chain and simplify taxation.

PERFORMANCE

During the year under review, the Company's operating performance was adversely impacted by an unprecedented surge in imports. Revenue was also impacted by lower export volumes on account of depressed prices in the international market. Consequently, the Company's EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) during the year dropped to Rs. 151 crores from Rs. 173 crores in FY 2013-14. The profit after tax dropped to Rs. 45 crores from Rs. 63 crores in FY 2013-14.

In order to improve the performance and tackle the competitive challenges, the Company is focusing on reducing operating costs, enhancing raw material efficiencies and improving product quality for greater customer satisfaction.

SAFETY AND ENVIRONMENT

Safety and occupational health responsibilities are integral to your Company's business process and these are laid down in the Company's Safety and Health Policy, standards and working procedures. Safety is a key performance indicator and your Company is committed to ensuring zero harm to its employees and any person in the Company premises. The Company is continuously focusing on improved training, new initiatives and communications for enhancing safety in the work place. For the FY 2014-15, the Lost Time Injury Frequency rate has reduced to 0.67 as against 1.49 in FY 2013- 14.

During the year under review, there was one fatal incident. This incident was investigated in detail and recommendations of the investigation have been implemented. The family of the deceased employee has been compensated in accordance with the Company rules. The Board of Directors expressed their sincere regrets and grief on the demise of the employee.

Monitoring the health of the employees commensurate with the work environment is a continuous process and there have been no significant observations relating to deficiencies in workplace health and hygiene conditions.

Your Company is committed to minimizing the environmental impact of its operations through adoption of sustainable practices and continuous improvement in environmental performance. The major focus areas are - water conservation, reduction in emission / effluents, waste minimization, energy management, tree plantation. Actions have been initiated to reduce carbon footprint through reduction in energy, fuel and water consumption. Various initiatives are under way - use of variable frequency drives, natural air ventilation systems, translucent overhead sheets, LED lights, energy efficient motors, solar heating systems. Actions are ongoing for ensuring a cleaner environment - installation of water fogging system at dust origin points, installation of wheel washing system to control entry dust, tree plantation, use of cleaner fuel like propane, recycling of waste water.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 (the Act) and the Company's Articles of Association, Mr. Koushik Chatterjee retires by rotation and is eligible for re-appointment. During FY 2014-15 the following changes have taken place in the Board of Directors of the Company:

* Mr B L Raina has stepped down from the Board of Directors of the Company with effect from 11th July, 2014.

* Consequent upon notification of the Act, Mr. Dipak Kumar Banerjee, Mr. S P Nagarkatte, Mr Ashok Kumar Basu and Dr. Sougata Ray were appointed as Independent Directors at the last Annual General Meeting of the Company held on 5th September, 2014.

* Life Insurance Corporation of India has withdrawn Mr. B N Samal's nomination from the Board of Directors of the Company with effect from 17th December, 2014.

* Mr S P Nagarkatte has stepped down from the Board of Directors of the Company with effect from 22nd January, 2015.

* Mr B N Samal was appointed as an Additional Non-Executive Independent Director of the Company with effect from 22nd January, 2015. In accordance with Article 90 of the Articles of Association of the Company and Section 161 of the Act Mr. Samal will hold office up to the forthcoming Annual General Meeting. Necessary notice in writing has been received from a member under Section 160 of the Act proposing Mr. Samal as a candidate for the office of Director.

* Ms Atreyee Sanyal was appointed as an Additional Non-Executive Director of the Company with effect from 22nd January, 2015. In accordance with Article 90 of the Articles of Association of the Company and Section 161 of the Act Ms. Sanyal will hold office up to the forthcoming Annual General Meeting. Necessary notice in writing has been received from a member under Section 160 of the Act proposing Ms. Sanyal as a candidate for the office of Director.

The Directors would like to place on record their sincere appreciation for Mr B L Raina and Mr S P Nagarkatte's guidance, unstinting commitment and outstanding contribution to the Company during their tenure on the Board.

INDEPENDENT DIRECTORS DECLARATION

Pursuant to section 149(7) of the Act all Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

MEETINGS OF THE BOARD AND ITS COMMITTEES

BOARD MEETINGS

Four meetings of the Board were held during the financial year. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The details of the Board Meeting are provided in the Corporate Governance Report forming part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee (the Committee) was constituted on 20th April, 1987. As at the date of this report, the Committee comprised Mr. Dipak Kumar Banerjee (Chairman), Mr. Ashok Kumar Basu and Dr. Sougata Ray as Members.

The primary objective of the Committee is to monitor and provide effective supervision of the Management's financial reporting process to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. During the financial year there has been no instance where the Board has not accepted any recommendation of the Committee.

The Committee met five times during the year and the details of which are given in the Corporate Governance Report that forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (the NRC Committee) of the Company comprises Mr. Dipak Kumar Banerjee as Chairman (Independent Director), Mr. Ashok Kumar Basu (Independent Director) and Mr. Koushik Chatterjee (Non-Executive Director) as members. In compliance with Section 178 (3) of the Act and Clause 49(IV)(B) of the Listing Agreement with the Stock Exchanges, the Board on recommendation of the Committee has adopted the following policies namely:

i. Policy on appointment and removal of Directors which includes Board membership criteria, Board diversity policy and criteria for determining independence of directors.

ii. Policy on remuneration for Directors, Key Managerial Personnel and other employees.

The above policies are attached to this Directors' Report as Annexure 1.

In addition, the Company also adopted the Policy on Familiarization Program for Independent Directors. All new Independent Directors (IDs) inducted into the Board are presented with an over view of the Company's business operations, products, organisation structures and about the Board constitution and its procedures .

The Policy on the Company's Familiarization Programme for IDs can be accessed at http://www.tatatinplate.com/IndependentDirectorFamiliarization EducationProgramme.pdf.

BOARD EVALUATION

The Nomination and Remuneration Committee and the Board of Directors of the Company had laid down the process and criteria for annual performance evaluation of the Board, its Committees and individual Directors. In compliance with the provisions of the Act and Clause 49 of the Listing Agreement, the evaluation of the Board, its Committees and that of its individual Directors has been carried out during the year.

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

The Board at its meeting reviewed the performance of the Board as a whole, its Committees and individual directors, taking into account feedback of the Nomination and Remuneration Committee and the Independent Directors which included the evaluation of the Chairman and Non- Independent Directors of the Company.

Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non-Executive Directors.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors 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, 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(3)(c) read with Section 134(5) of the Act and Clause 49(III)(D)(4)(a) of the Listing Agreement with Stock Exchanges, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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;

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

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

KEY MANAGERIAL PERSONNEL

In compliance with provisions of Section 203 of the Act the Board of Directors of the Company appointed the following three persons as the Key Managerial Personnel of the Company with effect from 22nd April, 2014.

i. Mr Tarun Kumar Daga - ManagingDirector

ii. Mr Chacko Joseph - Chief Financial Officer

iii. Mr S Kar - CompanySecretary

The remuneration and other details of the Key Managerial Personnel for FY 2014-15 are provided in Extract of the Annual Return which forms part of this Directors' Report.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177 of the Act and Clause 49 of the Listing Agreement the Company has established a Vigil Mechanism for Directors and employees of the Company and has adopted a Whistle Blower Policy to enable the employees to report concerns about unethical, actual or suspected fraud or violation of Company's code of conduct or ethics policy, thereby ensuring that the activities of the Company are conducted in a fair and transparent manner. The said policy is available at the Company's website at http://www.tatatinplate.com/VigilMechanism.pdf.

CORPORATE SOCIAL RESPONSIBILITY POLICY

Upholding the Tata tradition, service to the community has always been part of the Company's commitment. Over the years the Company has put in place a well-defined process in the key thrust areas of education, employability, skill development and health care. However, consequent upon the notification of the Act and the applicability of Section 135 of the Act coming into force, the Company's initiatives towards Corporate Social Responsibility have been suitably focused. The details of the policy and the CSR initiatives undertaken by the Company during the financial year are provided in the 'Annual Report on Corporate Social Responsibility Activities 2014-15 forming part of this Directors' Report as Annexure - 2. The Policy adopted by the Company can be viewed at http://www.tatatinplate.com/CorporateSocialResponsibilityPolicy.pdf.

LOANS GUARANTEES AND INVESTMENTS

The Company did not give any loans, directly or indirectly to any person (other than to employees) or to other body corporate, nor did it give any guarantee or provide any security in connection with a loan to any other body corporate or person. The Company has certain long term non-current investments, as detailed under note 12 to the 'Notes to the Financial Statement'. Such investments are in compliance with Section 186 of the Act. The loans provided to employees are also in compliance with Section 186 of the Act.

RELATED PARTY TRANSACTIONS

The related party contracts or arrangements entered into by the Company do not fall under the ambit of Section 188(1) of the Act and all related party transactions during the financial year were at arm's length and in the ordinary course of business. In compliance with the provisions of the Act and Clause 49 of the Listing Agreement, all related party transactions had been placed before the Audit Committee for prior approval. Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 information pertaining to related parties are given in Form AOC-2 as Annexure - 3 of this Directors' Report.

RISK MANAGEMENT

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a Company's capacity to create sustainable value is the risks that the Company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company's operating environment and they emerge on a regular basis. The Company's Risk Management processes focus on ensuring that these risks are identified on a timely basis and addressed.

FIXED DEPOSITS

The Company has not accepted any fixed deposits nor does the Company have any outstanding deposits under Section 73 of the Act, read with Companies (Acceptance of Deposit) Rules, 2014as on the Balance Sheet date.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS

No significant material orders were passed by the regulators or Court during the financial year which would have impacted the going concern status of the Company's operation in the future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In compliance with Section 134(3)(m) of the Act read with Rule, 8 of The Companies (Accounts) Rules, 2014 the prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is attached as Annexure -4 to this Directors' Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is forming part of this Directors' Report as Annexure - 5. The statement containing particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate Annexure forming part of this Report. However, in terms of Section 136 of the Act the Annual Report is being sent to Members excluding this Annexure. The said Annexure is available for inspection by the Members at the Registered Office of the Company during business hours on working days, 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.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted Sexual Harassment (Prevention) Policy for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During FY 2014-15, the Company had received one complaint on sexual harassment and the same has been disposed off. As at the end of the year, no other Complaint is pending.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. Internal Audit Department monitors and evaluates the efficacy and adequacy of the internal financial control. Details of the same are given in the Management Discussion and Analysis, which forms a part of this Directors' Report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Managing Director's and Auditors' Certificate regarding compliance with conditions of Corporate Governance are made a part of this Annual Report.

AUDITORS

Statutory Auditors

M/s Deloitte Haskins & Sells, Chartered Accountants, (Firm registration No. 302009E) was appointed as the Auditors of the Company to hold office from the conclusion of the ninety-fifth Annual General Meeting (AGM) held on 05.09.2014 till the conclusion of ninety-eighth AGM to be held in the year 2017 subject to ratification of their appointment by the members at every subsequent AGM. Therefore, ratification of appointment of Auditors is being sought from the Members of the Company at the ensuing AGM.

Cost Auditors

Your Company has re-appointed M/s Shome & Banerjee, Cost Accountants, as the Cost Auditor of the Company for audit of the cost records maintained by the Company for the year ended 31st March, 2016. Pursuant to Section 148 of the Act read with Rule 14 of Companies (Audit and Auditors) Rules, 2014 ratification of the remuneration of Cost Auditors is being sought from the Members of the Company at the ensuing AGM.

Secretarial Auditor

The Board of Directors of the Company, in compliance with Section 204 of the Act had appointed Mr A K Labh, Practicing Company Secretary (FCS - 4848 / CP-3238) of M/s A K Labh & Co., Company Secretaries, as the Secretarial Auditor to conduct secretarial audit of the Company for FY 2014-15. The Report of Secretarial Auditor for FY 2014-15 is annexed to this Directors' Report as Annexure - 6.

Auditors' Report and Secretarial Auditors' Report

The Auditors' Report and Secretarial Auditors' Report does not contain any qualification, reservations or adverse remarks.

EXTRACT OF ANNUAL RETURN

In compliance with Section 134(3)(a) of the Act, an extract of Annual Return in the prescribed format is appended as Annexure -7 to this Directors' Report.

OTHER DISCLOSURES

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

There was no change in the nature of business during the financial year 2014-15.

The Company does not have any subsidiary, joint ventures or associates.

ACKNOWLEDGEMENTS

The Directors would like to place on record their appreciation of all the employees of the Company for their efforts and their contribution to the Company's performance. The recognized Unions at Jamshedpur and Kolkata have cooperated in an exemplary manner towards achieving the objectives of your Company.

The Directors would also like to thank the shareholders, customers, suppliers, bankers, financial institutions, Central and State government agencies and all other stakeholders for their trust and continuous support to the Company.

On behalf of the Board of Directors

Koushik Chatterjee Kolkata, 29th April, 2015 Chairman


Mar 31, 2014

DEAR MEMBERS,

The Board of Directors hereby present the ninety-fifth Annual Report on the business and operations of your Company along with the audited financial statements for the year ended 31st March 2014.

FINANCIAL RESULTS

FY 2013-14 FY 2012-13 Rs. Lacs Rs. Lacs

NetSales/Income 1,05,907 87,716

Total Expenditure 91,140 76,572

Operating Profit 14,767 11,144

Add : Dividend and Other Income 2,536 2,139

ProfitbeforeInterest, Depreciationand Taxes 17,303 13,283

Less : Interest 2,115 2,528 Profit before Depreciation and Taxes 15,188 10,755

Less : Depreciation 6,119 5,802

Profit before Taxes 9,069 4,953

Less : Provision for Taxation

Provision for Current Taxation 1,901 994

Less: MAT Credit - (994)

Deferred Taxation 888 2,130

Profit after Taxes 6,280 2,823

Add:Balance brought forward from previous year 7,354 7,864

Balance 13,634 10,687

Which the Directors have appropriated as under to :

(i) Proposed Dividend on Preference Share 815 899

(ii) Proposed Dividend on Equity Share 1,675 1,047

(iii) Tax on Dividend 423 330

(iv) General Reserve 471 71

(v) Capital Redemption Reserve 4,962 986

TOTAL 8,346 3,333

Leaving a balance to be carried forward 5,288 7,354

DIVIDEND

i) 8.5% Non-Cumulative Optionally Convertible Preference Shares (OCPS) : The Board has recommended a dividend of Rs. 8.50 per share on the OCPS for the year ended 31st March, 2014.

ii) Equity Shares : The Board has recommended a dividend of Rs 1.60 per Equity Share (2012-13 : Rs. 1.00 per Equity Share) of Rs.10 each for year ended 31st March, 2014.

The Dividend on OCPS and Equity Shares is subject to the approval of the shareholders at the Annual General Meeting.

ECONOMIC ENVIRONMENT

The world economy expanded at a very subdued pace, on account of weaker domestic demand and slower growth in several key emerging market economies and rather gradual recovery of Europe from a more protracted recession. While imminent risks in advanced economies have diminished, new risks of a longer term growth slowdown in emerging market economies have now surfaced, due to prolonged effects of domestic capacity issues, slow down in credit growth and weak external conditions.

Economic growth in India also remained subdued in Financial Year 2013-14 against the backdrop of the global slowdown, with high interest rates impacting consumption and slowing down of fixed asset investments. Whilst there was a revival in agriculture, the Government''s monetary policy imperative was to contain inflation while supporting growth. Industrial output growth rate, however, saw a deceleration due to a combination of global and domestic factors and a decline in mining sector, capital goods, and consumer goods. Despite the slowdown, the belief in the long-term potential of the economy remains strong. Decisive policy actions on issues such as curbing wasteful subsidies, attracting foreign direct investment to reduce the current account deficit and an increase in infrastructure spending may restore confidence and lead to stronger growth. However, the continual lack of action on the policy front prior to the elections has impacted the economy.

The apparent consumption of tinplate in India saw a marginal drop in the year under review - whilst this may be due to the foreign exchange situation during the year and various other factors, the overall position may need to be seen over a longer time horizon.

With a stable political domestic environment and hope of revival of domestic demand, packaging demand is expected to improve going forward.

PERFORMANCE

During the year under review, the Company''s operating scale increased by around 5% as compared to the previous year i.e. increased in volumes from approximately 310,000 tons in FY12-13 to 324,000 tons in FY13-14. Based on increased volumes and better realisations over input raw materials in FY14, the Company''s EBIDTA (Earnings before Interest, Taxes, Depreciation and Amortisation) during the year increased to Rs. 173 Crores from Rs. 133 Crores in FY 2012-13. The profit after tax also increased during the year under review to Rs. 63 Crores from the profit after tax of Rs. 28 Crores in FY 2012-13.

Your Company is working towards further ramping up the scale of operations through higher capacity utilization. In order to further improve the operating and financial performance, the Company is striving to reduce operating costs, improving raw material utilization efficiencies and at the same time improving product quality for achieving greater customer satisfaction.

SAFETY AND ENVIRONMENT

Safety and occupational health responsibilities are integral to your Company''s business process and these are laid down in the Company''s Safety and Health Policy, standards and working procedures. In terms of the aforesaid policy your Company is committed to ensuring zero harm to its employees, any person in the company premises and the communities in which it operates. Safety is a key performance indicator and one of the prime drivers of the Company''s operating efficiency. The Company is continuously focusing on improved training, new initiatives and communications for improving safety in the work place.

Monitoring the health of the employees commensurate with the work environment is a continuous process and there have been no significant observations relating to deficiencies in workplace health and hygiene conditions.

During the year under review, there were no fatal incidents. The Lost Time Injury Frequency rate was 1.63 as against 1.49 in 2012-13.

Your Company is committed to conserving the environment and places great emphasis on minimizing the environmental impact of its operations through adoption of sustainable practices and continuous improvement in environmental performance. The major focus areas are - Waste and Energy Management,Water Conservation, Afforestation and Reduction in Emissions. Actions have been initiated to reduce carbon footprint through reduction in energy, fuel and water consumption. Various initiatives such as use of variable frequency in several drives, natural air ventilation systems, use of translucent sheets to provide natural illumination during day time, use of energy efficient lights, and use of solar heating systems have been undertaken to reduce energy consumption. For ensuring a cleaner and sustainable environment, the Company is focusing on tree plantation, use of cleaner fuel like propane in place of high speed diesel as well as recycling of waste water.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Anand Sen retires by rotation and is eligible for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956 (the Act) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, are given in Annexure ''I'' to this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Act, and the rules there under, in respect of the employees of the Company, is provided in the Annexure forming part of this Report. In terms of Section 219(1)(b)(iv) of the Act, 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 up to the date of the 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.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement executed with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Managing Director''s and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report. A note on the Company''s corporate social responsibility is also included.

AUDITORS Statutory Auditors

The Members are requested to appoint the Auditors and fix their remuneration. Messrs Deloitte Haskins & Sells, Chartered Accountants, the retiring auditors have furnished a certificate of their eligibility for re-appointment as required under the Act.

Cost Auditors

Your Company has re-appointed Messrs Shome & Banerjee, Cost Accountants, as the Cost Auditor of the Company for audit of the cost records maintained by the Company for the year ended 31st March, 2015.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i) in the preparation of the 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 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.

ACKNOWLEDGEMENTS

The Directors would like to place on record their appreciation to all the employees of the Company for their efforts and their contribution to the Company''s performance. The recognized Unions at Jamshedpur and Kolkata have cooperated in an exemplary manner towards achieving the objectives of your Company.

The Directors would also like to thank the shareholders, customers, suppliers, bankers, financial institutions, Central and State government agencies and all other stakeholders for their trust and continuous support to the Company.

On behalf of the Board of Directors Koushik Chatterjee Kolkata, 22nd April, 2014 Chairman


Mar 31, 2013

TO THE MEMBERS,

The Board of Directors hereby present the Ninety-fourth Annual Report on the business and operations of your Company along with the audited financial statements for the year ended 31st March 2013.

FINANCIAL RESULTS

FY 2012-13 FY 2011-12 Rs. Lacs Rs.Lacs

Net Sales/Income 87,716 62,703

Total Expenditure 76,572 55,264

Operating Profit 11,144 7,439

Add : Other Income 2,139 1,897

Profit before Interest,Depreciation and Taxes 13,283 9,336

Less : Interest 2,528 1,727

Profit before Depreciation and Taxes 10,755 7,609

Less : Depreciation 5,802 4,819

Profit before Taxes 4,953 2,790

Less : Provision for Taxation

Provision for Current Taxation 994 540

Less: MAT Credit (994) (540)

Deferred Taxation 2,130 1,135

Profit after Taxes 2,823 1,655

Add : Balance brought forward from previous year 7,864 9,008

Balance 10,687 10,663

Which the Directors have appropriated as under to :

(i) Proposed Dividend on Preference Share 899 955

(ii) Proposed Dividendon Equity Share 1,047 890

(iii) Tax on Dividend 330 299

(iv) General Reserve 71 -

(v) Capital Redemption Reserve 986 655

TOTAL 3,333 2,799

Leaving a balance to be carried forward 7,354 7,864

DIVIDEND

i) 8.5% Non-Cumulative Optionally Convertible Preference Shares (OCPS) : The Board has recommended a dividend ofRs. 8.50 per share on the OCPS forthe year ended 31st March, 2013.

ii) Equity Shares : The Board has recommended a dividend of Rs. 1.00 per Equity Share (2011-12 : Rs. 0.85 per EquityShare) ofRs. 10each fortheyearended 31st March, 2013.

The Dividend on OCPS and Equity Shares is subject to the approval of the shareholders at the Annual General Meeting.

ECONOMIC ENVIRONMENT

During the year under review, the slowdown across continents and across industries continued, albeit at varying pace. Governments across the world are taking different measures with the hope that growth will strengthen, especially in the emerging and developing economies. The Chinese slowdown was sharper than expected which had reined in commodity prices during FY 2012-13. However, any global recovery is centered on Europe wherein the situation still appears uncertain - there are predictions ofanother year of contraction in the Euro zone.

The Indian economy faced the combined pressure of slow recovery in the global economy and internal issues leading to lower growth. While strong financial stimulus in the past years led to higher growth, the boost to consumption, coupled with supply side constraints, led to higher inflation during the year under review. Continued tight monetary policy to contain inflation, coupled with relatively lower external growth, led to an across the board slowdown in the economy. Despite all these factors, the Indian economy is still expected to grow between 5.5% to 6% and this is expected to be relatively better than most nations. In alignment with growth in the economy, the packaging industry in India is also growing steadily and correspondingly tinplate consumption is also on the rise.

PERFORMANCE

During the year under review your Company''s operating scale increased and accordingly, the Company''s EBIDTA (Earnings before Interest, Taxes, Depreciation and Amortisation) increased to Rs. 133 crores from Rs. 93 crores in FY 2011-12. The profit after tax also increased to Rs. 28 crores from Rs. 17croresinFY 2011-12.

Your Company is ramping up the capacity utilization so as to reach the expected production level for which investments were made in the recent past. During the year under review, there has been a 21% increase in the Company''s production and 18% in sales. At the same time, your Company is striving to reduce operating costs in order to further improve operating and financial performance. As in the past there has been continuous focus on all round cost reduction in different areas of operations including raw material utilization efficiencies.

As the main enablers for growth and profitability, your Company will continue its endeavor to control costs and enhance customer centricity.

SAFETY AND ENVIRONMENT

Safety and occupational health responsibilities are integral to your Company''s business process and these are laid down in the Company''s Safety and Health Policy standards and working procedures. In terms of the aforesaid policy your Company is committed to ensuring zero injuries to its employees, contract workforce and the communities in which it operates. The Company is continuously focusing on improved training, new initiatives and communications for improving safety in the work place. Safety is a key performance indicator and one of the prime drivers of the Company''s operating efficiency.

Monitoring the health of the employees, contract employees, commensurate with the work environment is a continuous process and there have been no significant observations relating to deficiencies in workplace health and hygiene conditions. The Safety, Health and Environment performance is being reviewed at all the Company''s review forums and also at the Board Meetings of the Company.

During the year under review there were no fatal incidents. The Lost Time Injury Frequency rate reduced to 1.49 as against 2.42 in 2011-12.

Your Company is committed to conserving the environment and therefore places great emphasis on minimizing the environmental impact of its operations through adoption of sustainable practices and continuous improvement in environmental performance. The major focus areas are - Waste and Energy Management, Water Conservation, Afforestation and Reduction in Emissions. The Tata Group Policy on Climate Change has been adopted which focuses on adherence to eco-friendly practices in the Company''s processes and products. Actions have been initiated to reduce carbon footprint through reduction in energy, fuel and water consumption. For ensuring a cleaner and sustainable environment your Company is focusing on dust prevention, reduction in emissions from Boiler, reduction in the generation ofsolid wastes and reducing deviations in effluent discharge.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr Koushik Chatterjee, Mr Anand Sen and Mr S P Nagarkatte, retire by rotation and are eligible for reappointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956 (the Act) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, are given in Annexure ''I'' to this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Act, and the rules thereunder, in respect of the employees of the Company, is provided in the Annexure forming part of this Report. In terms of Section 219(1) (b) (iv) of the Act, 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 up to the date of the ensuing Annual General Meeting, and if, any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement executed with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Managing Director''s and Auditors'' Certificate regarding compliance ofconditions ofCorporate Governance is made a part ofthe Annual Report. A note on the Company''s corporate social responsibility is also included.

AUDITORS

Statutory Auditors

The Members are requested to appoint the Auditors and fix their remuneration. Messers Deloitte Haskins & Sells, Chartered Accountants, the retiring auditors have furnished a certificate of their eligibility for reappointment as required under the Act.

Cost Auditors

Your Company has reappointed Messers Shome & Banerjee, Cost Accountants, as the Cost Auditor of the Company for audit of the cost records maintained by the Company for the year ended 31st March, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) ofthe Act, the Directors based on the representations received from the Operating Management, confirm that:

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

2. 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 and ofthe profit ofthe Company for that period;

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, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all the employees of the Company for their efforts and their contribution to the Company''s performance. Recognized Unions at Jamshedpur and Kolkata have cooperated in an exemplary manner towards achieving the objectives of your Company.

Directors would also like to thank the shareholders, customers, employees, suppliers, bankers, financial institutions, Central and State Government agencies and all other stakeholders for their continuous support to the Company.

On behalf of the Board of Directors

Koushik Chatterjee Mumbai,18th April, 2013 Chairman


Mar 31, 2012

The Board of Directors hereby presents the Ninety-third Annual Report on the business and operations of your Company along with the audited financial statements for the year ended 31 st March 2012.

FINANCIAL RESULTS

FY 2011-12 FY 2010-11 Rs.Lakhs Rs.Lakhs

Net Sales/Income 62,703 79,449

Total Expenditure 55,264 71,003

Operating Profit 7,439 8,446

Add : Dividend and Other Income 1,897 1,752

Profit before Interest, Depreciation and Taxes 9,336 10,198

Less : Interest. 1,727 1,448

Profit before Depreciation and Taxes. 7,609 8,750

Less : Depreciation 4,819 3,635

Profit before Taxes. 2,790 5,115

Less: Provision for Taxation

Provision for Current Taxation 540 1,051

Less : MAT Credit 540 0

Provision for Fringe Benefit Tax

Deferred Taxation 1,135 483

Profit after Taxes 1,655 3,581

Add : Balance brought forward from previous year. 9,008 8,176

Balance 10,663 11,757

Which the Directors have appropriated as under to :

(i) Proposed Dividend on Preference Share. 955 955

(ii) Proposed Dividend on Equity Share 890 1,256

(iii) Tax on Dividend 299 359

(iv) General Reserve 0 179

(iv) Capital Redemption Reserve 655 0

TOTAL. 2,799 2,749

Leaving a balance to be carried forward. 7,864 9,008

DIVIDEND

i) 8.5% Non-Cumulative Optionally Convertible Preference Shares (OCPS) : The Board has recommended a dividend of Rs. 8.50 per share on 11,233,000 OCPS of Rs. 100 each for the year ended 31 st March, 2012.

ii) Equity Shares : The Board has recommended a dividend of Rs. 0.85 per Equity Share (2010-11: Rs. 1.20 per Equity Share) on 10,46,67,638 Equity Shares of Rs.10 each for the year ended 31 st March, 2012.

The Dividend on OCPS and Equity Shares is subject to the approval of the shareholders at the Annual General Meeting.

VOLUNTARY OPEN OFFER

A voluntary open offer has been made by Tata Steel Limited under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011 for acquisition of up to 1,46,53,470 equity shares of the Company at a price of Rs. 60/- per share from the shareholders of the Company. The Letter of Offer which would be sent to the shareholders has been filed with SEBI by Tata Steel Limited and SEBI's approval to the same is awaited.

ECONOMIC ENVIRONMENT

The global economy witnessed lower economic growth in 2011 primarily due to the sovereign debt crisis in the Euro zone, sluggish recovery in the US and contraction of the Japanese economy. Economic growth also declined in the emerging and developing economies like China, India and Brazil due to financial uncertainty in the developed economies.

The Indian economy slowed down in 2011-12 with growth at 6.5% against 8.5% in the previous year. Economic performance was impacted by various internal and external factors including adverse impact of crude oil prices, continuing inflationary pressure, high interest rates and decline in investment flow. The depreciation of the Rupee against the US Dollar in the second half of 2011 -12, uncertain external environment and the decline in various indices of economic performance have been a cause for concern for the economy. With the prospect of a weak monsoon, the trend is likely to continue with GDP growth projected to be around 6% during 2012-13.

Tinplate demand remained steady in India throughout the year under review. However due to the depressed global tinplate prices and the increase in input prices of hot rolled coils, tin mill black plates and tin, your Company's profits were impacted significantly.

PERFORMANCE

During the year under review your Company's operating scale increased by 6% as compared to the previous year i.e. from approximately 241,000 tons to 256,000 tons. The Company's EBITDA (Earnings before Interest, Taxes, Depreciation and Amortisation during the year under review was lower at Rs. 93 crores as compared to Rs. 102 crores in FY 2010-11 on account of the depressed global tinplate prices and increase in input steel and tin prices. Higher depreciation and interest charge relating to the new Cold Rolling Mill facilities led to a reduction in profit after tax from Rs.36 crores in FY 2010-11 to Rs. 17 crores in the current year.

In order to further improve competitiveness, your Company is enhancing the capacity utilization of its existing and new plants as well as striving to reduce its operating costs.

EXPANSION PROJECT

The Company has been progressively commissioning the second Cold Rolling Mill project (CRM- 2) and all major facilities were commissioned by the end of the third quarter of FY 2011 -12. The delay in commissioning the CRM-2 project was due to unforeseen difficulties faced in setting up the plant alongside the existing facilities and problems faced during refurbishments.

With the commissioning of CRM-2 the Company is positioned to utilize the combined capacities of the two tinning lines.

SAFETY AND ENVIRONMENT

Your Company is committed to ensuring zero injury to its employees, contractors and the communities in which it operates. Improving work place safety continues to be of top priority in all operations. Your Company is focusing on improving safety at the workplace through increased leadership engagement and improved training and communication. Safety is integral to the Company's business process and is laid down in the Company's health and safety policy, standards and working procedures. Safety is a key performance indicator and one of the prime drivers of the Company's operating efficiency. The Company achieved a reduction of 50% in Lost Time Injury Frequency rate. During the year under review no fatal incident had occurred and the Company focused on eliminating hazards at work places. Monitoring the employees' health in relation the work environment is a continuous process and there have been no significant observations relating to deficiencies in workplace health and hygiene conditions.

Your Company is committed to conserving the environment, and is oriented towards an eco- friendly approach across all spheres of operations. The major focus areas are - Waste Management, Energy Management, Water Conservation, Afforestation and Reduction in Emissions. Your Company has adopted the Tata Group Policy on Climate Change and is focused on adherence to eco-friendly practice in its processes and products to improve sustainability. Based on an audit study, actions have been initiated to reduce carbon footprint through reduction in energy, fuel and water consumption. Various initiatives such as natural air ventilation systems, use of translucent sheets to provide natural illumination during day time, use of energy efficient lights, solar heating systems, use of variable frequency drive in various drives, use of renewable energy and optimization of air conditioner run timings have been undertaken to reduce energy consumption. Your Company is focusing on ensuring a cleaner and sustainable environment through tree plantation, increasing use of cleaner fuel like propane in place of high speed diesel in the Batch Annealing Furnaces & Acid Regeneration Plant-2 and recycling of waste water.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr Ashok Kumar Basu, Mr B L Raina and Mr T V Narendran, retire by rotation and are eligible for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956 (the Act) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, are given in Annexure to this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 and the rules there under, in respect of the employees of the Company, is provided in the Annexure forming part of this Report. In terms of Section 219(1 )(b)(iv) of the Act, 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 up to the date of the 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.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement executed with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Managing Director's and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report. A note on the Company's corporate social responsibility is also included.

AUDITORS

Statutory Auditors

The Members are requested to appoint Messrs Deloitte Haskins & Sells, Chartered Accountants as the Auditors of the Company at the ensuing Annual General Meeting of the Company. The Board of Directors at its meeting held on 24th July 2012 has resolved to recommend to the members that Messrs Deloitte Haskins & Sells, Chartered Accountants, be appointed as the Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company in place of Messrs Price Waterhouse who have expressed their unwillingness to be re-appointed as Statutory Auditors of the Company.

Cost Auditors

Your Company had appointed Messrs Shome & Banerjee, Cost Accountants, Kolkata as the Cost Auditor, with approval of the Central Government, for audit of Cost records maintained by the Company.

DIRECTORS' 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:

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

2. 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 and of the profit of the Company for that period;

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, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation to all the employees of the Company for their efforts and their contribution to the Company's performance. The recognized Unions at Jamshedpur and Kolkata continue to cooperate in an exemplary manner towards achieving the objectives of your Company.

The Directors wish to thank all the stake holders, i.e. shareholders, customers, employees, suppliers, bankers, financial institutions, Central and State Government agencies and all other stakeholders for their support, and look forward to their continued support in the future.

On behalf of the Board of Directors Koushik Chatterjee

Kolkata, 24th July, 2012 Chairman


Mar 31, 2011

TO THE MEMBERS

The Board of Directors hereby presents the Ninety-second Annual Report on the business and operations of your Company along with the audited financial accounts for the year ended 31st March 2011.

FINANCIAL RESULTS FY 2010-11 FY 2009-10 Rupees Lakhs Rupees Lakhs

Net Sales/Income 79,218 78,000

Total Expenditure 71,296 64,676

Operating Profit 7,922 13,324

Add : Dividend and Other Income 1,876 2,302

Profit before Interest, Depreciation and Taxes 9,798 15,626

Less : Interest 1,048 2,109

Profit before Depreciation and Taxes 8,750 13,517

Less : Depreciation 3,635 3,364

Profit before Taxes 5,115 10,153

Less: Provision for Taxation

Provision for Current Taxation 1,051 1,780

Less: MAT Credit - 1,051 522 1258

Provision for Fringe Benefit Tax - 2

Deferred Taxation 483 2,178

Profit after Taxes 3,581 6,715

Add : Balance brought forward from previous year 8,175 4,504

Balance 11,756 11,219

Which the Directors have appropriated as under to :

(i) Proposed Dividend on Preference Share 955 955

(ii) Proposed Dividend on Equity Share 1,256 1,079

(iii) Tax on Dividend 359 338

(iv) General Reserve 179 672

TOTAL 2,749 3,044

Leaving a balance to be carried forward 9,007 8,175

On 1st April 2011, the 3% Fully Convertible Debentures issued on Rights basis to the shareholders were automatically and compulsorily converted into Equity Shares as per the terms of the Letter of Offer dated 3rd September 2009.

Consequent upon such conversion, the shareholding of Tata Steel Limited increased to 59.45% of the paid up Equity Share Capital of the Company and the Company became a subsidiary of Tata Steel Limited with effect from 1st April 2011.

DIVIDENDS

i) 8.5% Non-Cumulative Optionally Convertible Preference Shares (OCPS): The Board has recommended a dividend of Rs. 8.50 per share on 11,233,000 OCPS of Rs. 100 each for the year ended 31st March, 2011.

ii) Equity Shares : The Board has recommended a dividend of Rs.1.20 per Equity Share on 10,46,67,638 Equity Shares of Rs.10 each for the year ended 31st March, 2011 (2009-10 : Rs.1.50 per Equity Share on 7,19,63,429 Equity Shares of Rs. 10 each ).

The paid up Equity Share Capital of the Company increased from 7,19,63,429 Equity Shares to 10,46,67,638 Equity Shares of Rs. 10 each consequent upon the compulsory and automatic conversion of the 3% Fully Convertible Debentures on 1st April, 2011.

The total dividend payout works out to 72% (2009-10: 35%).

The Dividend on OCPS and Equity Shares is subject to the approval of the shareholders at the Annual General Meeting.

GLOBAL ECONOMY

During the year under review the world economy continued on its path to recovery with India and China's robust growth providing the desired impetus. However, the state of the economies in many developed countries continues to be a cause of concern with the Euro zone being the most vulnerable. The developing economies are now emerging as major drivers of global economic growth.

The Indian economy during 2010 saw acceleration in the pace of its growth with contribution from all sectors of the economy. With strong demand, robust consumption, savings and investment likely to continue in 2011, the GDP is expected to grow robustly. While the growth outlook remains strong, in the near term, there are a number of challenges such as high levels of inflation particularly in food prices, a widening trade deficit, deceleration in corporate spending and hardening of global energy prices. Despite these challenges, in the medium to long term, India has many positive factors in its favour to strengthen its emergence as a global economic power.

Whilst, the demand for tinplate remained steady in India throughout the year under review, however due to the depressed global tinplate prices and the increase in input prices of hot rolled coils, tin mill black plates and tin, profits were severely impacted.

PERFORMANCE

During the year under review your Company's operating scale increased by 6% as compared to the previous year i.e. from approximately 227,000 tons to 241,000 tons. However, due to depressed global tinplate prices and steep increase in input prices, the Company's EBITDA (Earnings before Interest, Taxes, Depreciation and Amortisation) for the year under review was significantly impacted. This has resulted in EBITDA reduction from Rs 156 crores in FY 2009-10 to Rs. 98 crores in FY2010-11.

Consequently the Profit After Tax during the year under review was significantly lower at Rs 36 crores as compared to Rs. 67 crores in FY 2009-10.

Your Company, in order to lower production costs and improve performance, is continuously upgrading its technology and process development so as to come closer to the customers with a better product mix, quality products and cost effective customised and differentiated solutions for meeting customers varied packaging requirements. In addition, for protecting and enhancing competitiveness your Company undertakes various Operational Excellence Initiatives i.e. Total Plant Maintenance, Total Operational Performance, Value Engineering, Quality Circles, benchmarking and other initiatives.

EXPANSION PROJECT

There has been a delay in the completion and commissioning of the Second Cold Rolling Mill project due to unforeseen difficulties faced in setting up the facilities alongside the existing facilities and problems faced during refurbishments. Some of the facilities have been commissioned and rest are expected to be commissioned during 2011.

With the commissioning of the project, the Company would be able to fully utilize the combined capacities of the two tinning lines.

SAFETY AND ENVIRONMENT

The Company believes that excellence in Safety has a direct impact on performance. Your Company is focusing on improving Safety at the workplace through increased leadership engagement and improved training and communication. During the year there was one fatal accident outside the Works and every effort is being taken by your Company to prevent such unfortunate incidents.

Your Company has adopted the Tata Group Policy on Climate Change and is focused on adherence to eco-friendly practices in its processes and products to improve sustainability. Based on an audit study, actions have been initiated to reduce carbon footprint through reduction in energy, fuel and water consumption. Various initiatives such as natural air ventilation systems, use of translucent sheets to provide natural illumination during day time, use of energy efficient lights, solar heating systems, use of VFD in various drives, use of renewable energy like skylights and optimization of air conditioners run timings have been undertaken to reduce energy consumption. Your Company is focusing on ensuring a cleaner and sustainable environment through tree plantation, increasing use of cleaner fuel and recycling of waste water. To further improve controls an environmental laboratory has been set up for liquid and air monitoring.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. Anand Sen and Mr. Dipak Banerjee, retire by rotation and are eligible for re- appointment.

Dr. Sougata Ray was appointed by the Board as an Additional Director of the Company with effect from 4th May, 2011. In accordance with Article 90 of the Articles of Association of the Company and Section 260 of the Companies Act, 1956, Dr. Ray will hold office up to the forthcoming Annual General Meeting. Necessary notice in writing has been received from a member under Section 257 of the Companies Act, 1956 signifying his intention to propose the appointment of Dr Ray as a Director of the Company.

Mr. Sujit Gupta resigned from the Board of Directors of the Company with effect from 14th September 2010. The Directors would like to place on record their sincere appreciation for the valuable guidance and stewardship provided by Mr. Gupta during his tenure as a Director from May 1986.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956 (the Act) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, are given in Annexure 'l' to this Report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure II to this Report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Managing Director's and Auditors Certificate regarding compliance of conditions of Corporate Governance are made part of this Annual Report. A note on the Company's Corporate Social Responsibility is also included.

AUDITORS

The Members are requested to appoint the Auditors and fix their remuneration. Messrs Price Waterhouse, Chartered Accountants, the retiring auditors have furnished a certificate of their eligibility for re-appointment as required under the Act.

DIRECTORS' 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:

a) in the preparation of the 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 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 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.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all the employees of the Company for their efforts and their contribution in the Company's performance. Recognized Unions at Jamshedpur and Kolkata continue to cooperate in an exemplary manner towards achieving the objectives of your Company.

The Directors wish to express their sincere gratitude to all the stakeholders, i.e. shareholders, customers, employees, suppliers, bankers, financial institutions, Central and State Government agencies and all other stakeholders for their support, and look forward to their continued support in the future.

On behalf of the Board of Directors

Koushik Chatterjee Chairman Kolkata, 4th May, 2011


Mar 31, 2010

The Directors hereby present their Ninety-first Annual Report on the business and operations of the Company and the Audited Financial Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

FY 2009-10 FY 2008-09 Rupees Lakhs Rupees Lakhs

Net Sales/Income 78,000 66,029

Total Expenditure 64,676 55,496

Operating Profit 13,324 10,533

Add : Dividend and Other Income 2,302 1,049

Profit before Interest, Depreciation and Taxes 15,626 11,582

Less :Interest 2,109 2,509

Profit before Depreciation and Taxes. 13,517 9,073

Less : Depreciation. 3,364 2,806

Profit before Taxes 10,153 6,267

Less: Provision for Taxation

Provision for Current Taxation. 1,780 703

Less : MAT Credit. 522 1258 703 -

Provision for Fringe Benefit Tax 2 63

Deferred Taxation 2,178 2,724

Profit after Taxes 6,715 3,480

Add : Balance brought forward from previous year. 4,504 3,067

Balance 11,219 6,547

Which the Directors have appropriated as under to :

(i) Proposed Dividend on Preference Share 955 1,312

(ii) Proposed Dividend on Equity Share 1,079 360

(iii) Tax on Dividend 338 284

(iv) General Reserve 672 87

TOTAL 3,044 2,043

Leaving a balance to be carried forwad 8,175 4,504



On 20th January 2010, your Company completed 90 years since incorporation. Your Company has been pioneering the production of tinplate in India and is now the industry leader in India with a market share of 35%. With strategic intent, over the last decade your Company has consistently exported 25 - 30 % of its production. With the commissioning of the second tinning line in October 2008, your Company believes that it has become the largest tinplate making facility in SE Asia & West Asia.

In order to promote and develop the business, your company has invested in downstream value added products, has promoted tinplate as an eco-friendly packaging medium across end use industries and engaged in international industry research.

Your Company remains committed to excellence and sustainability.

GLOBAL ECONOMY

After witnessing slowdown in 2008-09 the global economy slowly regained with the intervention of governments. The speed of recovery however, remains significantly divergent. The projections for global outlook for 2010 generally point to recovery, led by emerging market economies, especially those in Asia. However, concerns remain due to the sovereign risks now emerging in some parts of Europe.

The demand for tinplate remained strong in India throughout the year under review and internationally demand improved only in the second half of the year. However, as the general business environment improved in the second half, input costs increased and margins declined.

BUSINESS RESULTS

During the year under review there was a significant improvement in the Companys operating performance as compared to the previous year. This was due to higher production and sale of tinplate achieved as a result of increasing production from the second tinning line which was commissioned in October 2008 as also growth in demand in alignment with the growth in the economy.

Consequent upon increase in scale of operations, your Companys Profit before tax for the year was Rs. 10,153 lakhs as compared to Rs. 6,267 lakhs in the previous year. However input prices of Hot Rolled Coils, Tin Mill Black Plate and Tin increased during the second half of the year under review resulting in gradual reduction in margins.

DIVIDEND

The Board, for the year ended 31 st March, 2010, has recommended Dividend as under:

i) Rs. 8.50 per Non Cumulative Optionally Convertible Preference Share (OCPS) on 1,12,33,000 OCPSofRs.100each.

ii) Rs. 1.50 per Equity Share on 7,19,63,429 Equity Shares of Rs. 10 each.

The Dividend on OCPS and Equity Shares are subject to the approval of the shareholders at the Annual General Meeting.

MODERNISATION & CAPACITY EXPANSION

The second tinning line which was commissioned in October 2008 achieved a capacity utilisation level of 58% during the year under review - the first complete year of its operation, as compared to about 27% during the previous financial year. With the stabilisation of the new tinning line, your Company is now able to offer wider tinplate and tin free steel products in both coil and sheet form, both for domestic and export markets.

As reported last year your Company is in the process of setting up a second Cold Rolling Mill

(CRM-2) which is expected to be commissioned during FY 10-11. This will ensure self sufficiency in providing the feedstock to fully utilise the combined capacities of the two tinning lines.

FUNDING EXPANSION AND RIGHTS ISSUE

During the year under review, the Company made simultaneous but unlinked issues of equity shares of Rs.10 each at a premium of Rs.35 per share and 3% Fully Convertible Debentures of Rs.100 each at par, on a rights basis, aggregating Rs.374.32 crores. The issues were fully subscribed and the securities were allotted on 12th October 2009. The proceeds have been used for the purposes mentioned in the Letter of Offer dated 3rd September 2009. The agreements for the loans, raised to part-finance the expansion program, were signed in August 2009.

The Directors wish to thank the shareholders for supporting the Rights Issue.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made part of this Annual Report. A note on the Companys corporate sustainability initiatives is also included.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Companys Act 1956 (the Act) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, are given in Annexure I to this Report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217 (2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure II to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Act, the Directors wish to certify:

a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.

b) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for that period.

c) That 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 Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr Koushk Chatterjee and Mr S P Nagarkatte, retire by rotation and are eligible for re- appointment.

Mr B L Raina was appointed by the Board as an Additional Director of the Company with effect from 28th October 2009. In accordance with Article 90 of the Articles of Association of the Company and Section 260 of the Companies Act, 1956 Mr Raina will hold office upto the forthcoming Annual General Meeting. Necessary notice in writing has been received from a member under Section 257 of the Companies Act, 1956 signifying his intention to propose the appointment of Mr Raina as a Director of the Company.

Mr B Muthuraman who was the Chairman of the Company resigned from the Board with effect from the conclusion of the Board Meeting held on 14th January 2010. The Directors would like to place on record their deep and sincere appreciation for the outstanding leadership and significant contribution made by Mr Muthuraman during his tenure as Director from 13th December 2001 and as Chairman from 28th July 2004.

Mr Koushik Chatterjee was appointed by the Board as the Chairman of the Company with effect from the conclusion of the Board Meeting of the Company held on 14th January 2010.

Mr T V Narendran was appointed by the Board as an Additional Director of the Company with effect from 7th May 2010. In accordance with Article 90 of the Articles of Association of the Company and Section 260 of the Companies Act, 1956 Mr Narendran will hold office upto the forthcoming Annual General Meeting. Necessary notice in writing has been received from a member under Section 257 of the Companies Act, 1957 signifying his intention to propose the appointment of Mr Narendran as a Director of the Company.

AUDITORS

The Members are requested to appoint the Auditors and fix their remuneration. Messrs Price Waterhouse, Chartered Accountants, the retiring auditors have furnished a certificate of their eligibility for re-appointment as required under the Act.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all the employees of the Company for their personal efforts and their collective contribution in improving the Companys performance. Recognized Unions at Jamshedpur and Kolkata have co-operated in an exemplary manner towards achieving the objectives of your Company.

The Directors wish to express their sincere gratitude to all the stake holders, i.e. shareholders, customers, employees, suppliers, bankers, financial institutions, Central and State Government agencies and all other stakeholders for their support and look forward to their continued support in the future.

On behalf of the Board of Directors

Koushik Chatterjee

Kolkata, 7th May, 2010 Chairman

 
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