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Directors Report of TRF Ltd.

Mar 31, 2016

To the Members

The Directors present the 53rd Annual Report on the business and operations of your company along with Standalone and Consolidated summary of financial statements for the year ended 31st March, 2016.

A. Consolidated Financial Results

Figures in Rupees lakhs

2015-16

2014-15

Net sales/income from operations (net of excise duty)

112,246.84

112,591.52

Other operating income

-

-

Total income from operations (net)

112,246.84

112,591.52

Total expenses excluding finance costs

110,396.78

115,004.42

Profit / (loss) from operations before other income, finance costs, prior period and exceptional items

1,850.06

(2,412.90)

Other income

936.06

627.27

Profit/ (loss) from ordinary activities before finance costs, prior period and exceptional items

2,786.12

(1,785.63)

Finance costs

5,975.86

5,804.09

Profit / (loss) from ordinary activities after finance costs but before prior period and exceptional items

(3,189.74)

(7,589.72)

Prior period items

(384.82)

(633.04)

Profit / (loss) from ordinary activities before exceptional items

(3,574.56)

(8,222.76)

Exceptional items

758.83

2,777.11

Profit / (loss) from ordinary activities before tax

(2,815.73)

(5,445.65)

Tax expense

609.14

859.10

Net profit / (loss) from ordinary activities after tax

(3,424.87)

(6,304.75)

Share of profit/(loss) of associates

-

-

Minority interest

209.62

193.59

Net profit / (loss) after taxes, minority interest and share of profit / (loss) of associates

(3,634.49)

(6,498.34)

On a standalone basis, loss after tax during the year under review was Rs 467.36 lakh compared to loss after tax of Rs. 8,735.12 lakh last year. However, the Company made Rs 1,011.13 lakh profit in FY''15-16 from operations before other income and finance costs compared to loss of Rs 5,869.46 lakh in FY''14-15.

On consolidated basis, the Company''s profit from operations before other income and finance costs was Rs 1,850.06 lakh in FY''15-16as compared to loss of Rs 2412.90 lakh in FY''14-15.

Transfer of Reserves : In view of losses, there is no transfer from profit and loss account to general reserve. Dividend : No dividend has been recommended by the Directors for the financial year under review.

B. Economic Outlook

The Indian economy achieved GDP growth of7.6% in FY''15-16compared to 7.2 % in FY''14-15. It is expected that the Indian economy will continue to grow at 7% to 8%. Manufacturing and Infrastructure sectors continued to languish.

Recent steps taken by the Government in road construction and to improve power & port sector through schemes like UDAY and Sagarmala project are expected to improve growth in these sectors though no major improvement is expected in the short term.

C. Operation & Performance of TRF

The power, steel, mining and port sectors, which have been the main customer segments for the Company''s Project business, remained depressed and only very few new enquiries / tenders were floated during the year. As a result no project orders were received during the year. However, the Company booked highest ever Product orders totaling Rs 244crore during the year as against previous best of Rs 213crore in FY''08-09 and also achieved best ever order book for Port & Yard Equipment -Rs133 crore against previous best of Rs 122 crore in FY''12-13.

The order book as on 31.03.2016 is approx Rs 1100 crore, of which about Rs 600 crore are project orders. Balance comprises of product, spares and services.

The focus of the Company during the year had been on completing the major old projects, which were at an advanced stage but delayed due to various reasons many of which had been beyond company''s control and execute new projects profitably. Cost increases in old projects impacted year''s performance. Focused efforts made to reduce costs and recoveries against earlier provisions partially mitigated increase in costs. The Company has initiated a number of measures to improve performance of project business. Company has already completed two major old projects and other three are targeted to be completed during FY''16-17. The Company has intensified efforts for collection of retention amounts with encouraging results during the year. Despite challenging market conditions product business performed better and continues to be profitable.

During the year, the Company had also developed new products such as Smooth Double Roll Crusher which generates less fines and has higher efficiency up to 95%,Travelling Plough Feeder and Hexagonal Frame for pipe convey or which has features for ease of maintenance.

The focus during the FY''16-17 will be to complete the old projects, collect retention amount and other dues/receivables, improve share of product business and collections, build capability and prepare for the economic upturn.

Operations and Performance of Subsidiary Companies

York Group

The turn over for York Group in FY 15-16was Rs 360crore compared to Rs 344crore in FY'' 14-15. The consolidated Profit Before Tax was Rs 13.22 crore compared to FY 14-15 of Rs 49.20 crore (which included an exceptional income of Rs 41.68 crore). Devaluation of currencies of major export markets impacted revenue and profitability.

York also faced global slowdown and countered the same by increasing spare part aftermarket sales, new product introductions, inexpensive co-branding, increasing distribution reach & fleet contacts and expansion into newer segments, besides reducing expenses. Market share of York in the Indian market improved to 30%, dominating the car carrier market and also achieving the overall leading player status in trailer axle & suspension industry. York completed the consolidation of its two facilities in China, into a new single location in October 2015. This will enable York to reduce costs resulting in greater competitiveness in Chinese markets and margins for exports. A new axle for the domestic market was put on road trial.

York launched the new YPS long life hub system with technology from Temper Corporation USA and also a new fabricated suspension. A new 5th wheel coupler was developed for the European port trailer market.

Dutch Lanka Trailer Manufacturers Ltd (DLT)

The turn over of DLT Group in FY''15-16was Rs 127 crore compared toRs111 crore during previous year. The consolidated Profit Before Tax of DLT Group for FY 15-16was Rs 1.78 crore compared to a loss of Rs 3.31 crore in FY 14-15.

Despite difficult market conditions, DLT improved its market share in Bangladesh, which is a major market for the Company. It also secured a major order from Iran.

TATA DLT, the Joint Venture Company of DLT performed well during the year. The turnover for FY''15-16 was Rs 162 crore compared to Rs 133 crores in FY''14-15 and the profit before tax for FY''15-16 was Rs 7.78 crores as compared Rs 4.28 crore in FY''14-15. TATA DLT increased its market reach especially in the regions of Rajasthan, Maharashtra, Gujarat & Jharkhand.

Adithya Automotive Applications (AAA)

During the year, the company achieved Net Sales of Rs 94 crore compared to Rs. 104 crore during the previous year. Decrease in revenue primarily due to lower unit price on account of reduction in steel prices.

The profit before tax was Rs 8.13 crore during the year compared to Rs 6.83 crore in previous year. He wit Robins International Ltd (HRIL)

Global economic conditions, depression in the mining, steel and aggregate sectors coupled with a strong pound in the first three quarters of the financial year adversely affected turnover and profitability of the Company. Turnover for FY''15-16was Rs 29 crore compared to Rs 45 crore during FY 14-15. The consolidated Profit Before Tax of HRIL Group for FY 15-16was Rs 1.24 crore compared to Rs 11.85 crore in FY 14-15.

Company is taking steps to reduce cost, improve quality and operational efficiencies and introduce new vibrating equipment to increase its market share.

In terms of the fourth proviso to sub section 1 of section 136 the separate audited accounts of each of the subsidiaries are available on the website of the Company at www.trf.co.in Any shareholder who wants a copy of the audited financial statement of the Company''s subsidiaries can request for the same. Shareholders can send a mail at investors@trf.co.in or write a letter to the registered office of the Company addressed to the Company Secretary. The details of all subsidiaries and joint ventures are given in Annexure 1. There has been no new addition or deletion of subsidiaries/Joint Ventures during the year under review. The Company has in terms of Listing Regulations adopted a Policy for determining material subsidiaries. The said policy is available on the website of the Company at www.trf.co.in

D. CSR and Affirmative Action (CSR &AA)

TRF ladies association under guidance of the Company has undertaken various CSR initiatives in the areas of education, literacy, health, employability, environment protection and climate change. The Company encourages its employees to voluntarily participate in various welfare activities.

E. Human Resource and Industrial Relations

Human resource development, retention and engagement continued to be a focus area. Various training and development programs were carried out during the year to enhance skill and capability of employees. Employee engagement survey was also undertaken during the year. Based on the outcome, HR initiates to improve employee satisfaction and engagement are being initiated.

F. Corporate Governance

Pursuant to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements Regulations) executed with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Managing Director''s declaration regarding compliance to code of conduct and Auditors'' Certificate regarding compliance to conditions of Corporate Governance are made a part of the Annual Report.

Board Meetings

The Board met 9 times during the year. The details are given in the Corporate Governance report that forms a part of the annual report.

Selection of New Directors and Board membership criteria

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics skills and experts for the board as a whole and its individual members with the objective of having a board with diverse background and expertise. Characteristics expected of all directors include independence, integrity, high personal and professional ethics and sound business judgment, ability to participate effectively in deliberations. The policy has been annexed to this report as Annexure-2

Director induction / familiarization

All individual independent directors inducted into the Board are given an orientation. Presentations are made by the executive directors and senior management and also visit to the factory is organized. The policy on the company''s familiarization programme is posted on the Company''s website www.trf.co.in.

Evaluation

The Board evaluates the effectiveness of its functioning and that of the committees and of individual directors by seeking their inputs on various aspects of Board / Committees and governance. The Chairman of the Board had one on one meeting with the independent directors to obtain director''s inputs on effectiveness of the Board/committee. The Board considered and discussed the inputs received from the Directors. Further, the independent directors at their meetings reviewed the performance of the Board, Chairman of the Board and Non-executive directors.

Compensation policy for the Board and Senior Management

Based on the recommendations of the Nomination & Remuneration Committee (NRC), the Board has approved the remuneration policy for the directors, Key Managerial Personnel and all other employees of the Company. The remuneration policy for Directors, Key Managerial Personnel and other employees is annexed with this report as Annexure -3.

Independent Directors Declaration

The company has received the necessary declaration from each independent director in accordance with the section 149 (7) of the Companies Act 2013 that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations.

Retirement/Resignation

In accordance with the Tata Group retirement policy, Mr Prasad R Menon (DIN- 00005078) has stepped down from the Board effective from October 30, 2015. The directors place on record their sincere appreciation of the contribution made by him during his tenure.

Appointment / Re-appointment

The Nomination & Remuneration Committee of the Board reviewed the appointment/re-appointment of the Directors, as follows:-

Mr Alok R Kanagat, (DIN No 02193153) director who retires by rotation at the ensuing Annual General Meeting, being eligible, offers him self for re-appointment.

Mr Sudhir L Deor as stepped down as Managing Director on completion of tenure on31st March, 2016. Post completion of his tenure as Managing Director he will continue to be in the employment of the Company as an advisor and shall retire with effect from August 1,2016upon attaining the retirement age of 65 years as per Company''s retirement policy for Executive Directors. Post retirement the Board has decided to engage him as an advisor for a period of 1 year to advice on matters relating to subsidiary companies.

Mr Srinivasa Reddy Polimera (DIN: 03181178) who had been appointed as Deputy Managing Director with effect from May 29,2015, has been appointed as Managing Director with effect from April 1,2016.

KMP

The Key Managerial Personnel appointed/ceased during the year are as under:

Sl No

Name

Designation

Date of Appointment

Date of Cessation

1

Mr Mani KumarJha

CFO designated as Chief, Finance & Accounts

01-01-2015

01-10-2015

2

Mr Subhashis Datta

Chief Financial Officer

01-03-2016

Continuing

Managerial Remuneration

Details of remuneration as required under section 197(12) of the Companies Act,2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 4.

Directors Responsibilities Statement

Based on the representations received from the Operating Management, pursuant to Section 134(5) of the Companies Act, 2013,the Board of Directors, to the best of their knowledge and ability, confirm that:

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

- Accounting policies were selected in consultation with statutory auditors and were applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and Fairview of the state of affairs of the Company as at the end of the financial year end of the profit / loss of the Company for the relevant period;

- Proper and sufficient care has been taken, to the best of their knowledge and belief for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The annual accounts have been prepared on a going concern basis;

- The company has in place an established internal financial control system and the said systems are adequate and operating effectively. Steps are also being taken to further improve the same.

- The company has in place a system to ensure compliance with the provisions of all applicable laws and the system is adequate. Steps are also being taken to further improve the legal compliance monitoring.

Audit Committee

The constitution of the Audit Committee, Terms of Reference and the dates on which meetings of the Audit Committee were held are mentioned in the Corporate Governance Report for FY 15-16forming part of this Annual Report.

There has been no instance where Board has not accepted the recommendations ofthe Audit Committee during the year under review.

Internal Financial Controls

The company has in place an established internal financial control system designed to ensure proper recording of financial and operational information and compliance of various internal control and other regulatory and statutory compliances. The Audit Committee has reviewed the effectiveness of internal controls and compliance control, financial and operational risks, risk assessment and management systems and related party transaction. To further improve Internal Financial Controls the Company has availed, the services of KPMG, external consultants to improve the processes in respective areas. Audit Committee at a special meeting has reviewed the status of Internal Financial Control and Key Accounting Controls.

Related party transactions

Details of transaction with related parties in Form AOC is given in Annexure 5. The Company did not have any related party transaction as per section 188 of the Companies Act,2013 read with Rule 15ofthe Companies (Meetings of Board and its Powers) Rules, 2014. The details of transactions with related parties as per AS-18 are disclosed in notes to accounts.

The Company has adopted a Policy on Related Party Transactions. The said policy is available on the website of the Company at www.trf.co.in.

Whistle Blower Policy/Vigil Mechanism

The details of Whistle Blower Policy/Vigil Mechanism existing in the Company are mentioned in the Corporate Governance Report for FY 15-16forming part of this Annual Report.

Disclosure under Sexual Harassment of women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

TRF has a stringent policy for prevention of sexual harassment of women at workplace and management takes a zero-tolerance approach towards those indulging in any form of sexual misconduct. TRF has constituted a committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No instance of sexual harassment was reported during FY''15-16.

Risk Management Policy

The Board had at its meeting held on 26th December, 2005 adopted Risk Management Framework for the Company for identification and prioritization of various risks based on pre determined criteria relating to i) Strategic Risk ii) Operational Risk and iii) Functional Risk.

The Company has developed risk registers and has identified key risks and has also framed risk mitigation plan for the same. The risk management executive Committee comprising of senior Head of Department''s have reviewed the risks and risk mitigation plan.

Risk management process in the Company is an on-going activity and steps are being taken to improve the same. Explanations to Audit Report

The Statutory Auditors Report on Standalone Financial statement and the Secretarial Audit Report for the financial year 2015-16does not contain any qualification which warrants comments from the Board of Directors.

The Statutory Auditors Report on Consolidated Financial statement contains a qualified opinion of the auditors as under:

Basis of Qualified Opinion

The recoverable amount of the cash generating unit which includes goodwill on consolidation of Rs. 6,564.36 lakhs, in respect of one subsidiary company, has been estimated based on future cash flow projections. We have been unable to obtain sufficient audit evidence to satisfy ourselves on the reasonableness of the assumptions made to estimate the future cash flow projections and consequently, we are unable to determine whether any adjustment is necessary to the carrying amount of the goodwill.

Qualified Opinion on Internal Financial Control over Financial Reporting

According to the information and explanations given to us and based on our audit, material weakness has been identified as at March 31,2016 in the Holding Company''s internal financial control system for goodwill on consolidation in respect of one subsidiary with regard to estimation of future cash flow projections, which could potentially result in the Company not recognizing an impairment in the carrying value of such goodwill.

Explanation to Qualifications

The Statutory Auditors have expressed concern over the reasonableness of the assumptions made to estimate the future cash flow projections of Dutch Lanka Trailer Manufacturers Ltd , which manufactures and markets trailers internationally, and have accordingly expressed their inability to determine whether any adjustment is necessary to the carrying amount of the goodwill on consolidation and have made a qualified opinion in their report on Consolidated Financial Statement for the year ended March 31,2016.

The goodwill impairment of Rs 2,287.27 lakhs during the FY 2014-15was based on the Net Present Value of Discounted Cash Flows over a 5 years period and including perpetuity.

The management would like to inform that the sales revenue projected by Dutch Lanka Trailer Manufacturers Ltd (DLT) for next five years are achievable considering improvement in market conditions in the Port Trailers and Road Trailers segment where DLT operates.

Further, Tata International DLT Private Limited (Tata-DLT), a 50%-50%JV company between Tata International and DLT operating in India, has been performing well and has shown 26% growth in FY''15-16over the previous year in terms of numbers of trailers sold. Considering the improved sentiment in the trailers market in India, this improved performance will continue in coming years also.

In view of above, the management is confident that the sales projections are achievable and no further impairment provision is required and the internal financial controls are effective.

G. Statutory Auditors:

The existing Auditors, M/s Deloitte Haskins & Sells (DHS), Kolkata, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a certificate from the Auditors to the effect that they are eligible for re-appointment under the applicable provisions of the Companies Act, 2013. Members are requested to reappoint the said Auditors for a further period of one year i.e for the financial year2016-17atthe Annual General Meeting and to authorize the Board of Directors to fix their remuneration as mutually agreed upon between the Board and the Auditors.

Cost Auditors:

The Board of Directors had appointed M/s Shome & Banerjee, Cost Accountants (Firm Registration no 000001) of 5A, Nurulla Doctor Lane, 2nd Floor, Kolkata 700 017 as Cost Auditors of the Company for the financial year 2015-16. The remuneration of the said auditors was approved by the members at their last Annual General Meeting held on September 26, 2015.

M/s Shome & Banerjee, Cost Accountants have been re-appointed by the Board as Cost Auditors of the Company for the financial year 2016-17. In terms of section 148 approval of members is sought at the ensuing Annual General Meeting for payment of remuneration to the said auditors.

Secretarial Auditors & Secretarial Audit Report

The Board of Directors had appointed M/s P. K. Singh & Associates, Practicing Company Secretaries having their office at Room no 309, Vikash Bhawan (AIADA), Main Road, Adityapur, Jamshedpur- 831013 as Secretarial Auditors of the Company for the financial year 2015-16. The Secretarial Audit Report for FY 15-16is given in Annexure 6.

H. Extract of Annual Return

Extract of Annual Return in Form MGT 9 as required under section 92(3), 134(3)(a) of the Companies Act, 2013 read with Rule 12ofthe Companies (Management and Administration) Rules, 2014 is given in Annexure 7.

I. Legal Orders:

There are no Significant/material orders of Courts/tribunal/regulation affecting the Company''s going concern status.

J. Loans, Guarantees or Investments:

Details of Loans, Guarantees and investments as required under section 186 of the Companies Act, 2013 is given in Annexure 8.

K. Environment: (conservation of Energy, technology absorption, foreign exchange earnings)

Although the operations of the Company at Jamshedpur and at its project sites are basically non-polluting in nature, adequate precautions are taken to comply with all regulatory requirements in this regard at all locations. In addition to ensuring compliance with the legal norms, the Company continues its efforts towards urban beautification and tree plantation. As required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014the relevant particulars are given in the Annexure 9.

L. Deposit

As in the previous year, the Company has not accepted/ renewed any fixed deposits during the year.

M. Other Disclosures

- No director of the Company occupies the position of Managing Director or Whole time Director in any of the subsidiaries of the Company.

- Changes affecting the financial position of the Company from the end of the financial year up to the date of the report will be reported in Q1''16-17 results.

- There has been no change in the nature of business of the Company during the year under review.

- At the ensuing AGM, no new Independent Director is being appointed.

- The Company has not given loan to its employees to purchase or subscribe fully paid up shares in the Company in terms of Section 67(3)(c) of the Companies Act, 2013 and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.

- The provisions of Section 131(1) of the Companies Act, 2013 are not applicable. The average net profits for the immediately preceding three financial years are negative.

- In view of losses incurred in immediately preceding 3 financial years the provisions of Section 135(5) of the Companies Act, 2013 relating to CSR are not applicable.

- The Company have not issued shares with differential voting rights, sweat equity shares, employee stock option.

N. REFERENCE TO BIFR

As the net worth of the Company was fully eroded as at 31st March 2015, in compliance with the provisions of Section 15ofSick Industrial Companies (Special Provisions) Act, 1985 read with applicable rules, reference has been filed with BIFR and the same has been registered. The Company has also submitted a revival scheme with BIFR which envisages to turn around the Company on its own effort.

ACKNOWLEDGEMENT

We thank our shareholders, customers, vendors, investors, business associates and bankers for their continued support during the year. We place on record appreciation of the contribution made by all the employees towards improving productivity and in the implementation of various initiatives to reduce internal costs and bring about improvement in operational efficiencies.

We also thank our worker''s union for their co-operation and support.

On behalf of the Board of Directors

Kolkata, Subodh Bhargava

May16,2016 Chairman


Mar 31, 2014

To the Members

The Directors are pleased to present their 51st annual report and the audited financial accounts for the year ended March 31, 2014.

The Indian economy continued to be sluggish during the year with GDP dropping to lower than 5%. The expected turnaround and improvement in manufacturing, power and port sector did not materialize. Orders were few and the market witnessed predatory pricing strategies by certain competitors which also affected the order book and the capacity utilization of your Company.

Globally as well as in Indian the Auto Industry also remained depressed during the year under review impacting performance of auto application business of the subsidiaries.

The Board reviewed the overall scenario and has laid down strategies to be followed under the current adverse economic scenario to improve the performance.

1.0 Results

Figures in Rupees lakhs

TRF Standalone TRF Group 2013-14 2012-13 2013-14 2012-13

Net Sales / Income from Operations 69,622.12 64,660.64 117,453.39 111,482.43

Profit/(Loss) before taxes (2,444.05) (7,808.15) (2,671.85) (8,778.03)

Profit/(Loss) after taxes (2,522.63) (7,951.49) (2,820.86) (9,133.14)

Profit/(Loss) after minority interest and share of profit of associates (2,522.63) (7,951.49) (2,886.91) (9,169.04)

Add: Balance brought forward from the previous year (5,682.47) 2,269.02 (7,988.81) 1,180.23

Balance (8,205.10) (5,682.47) (10,875.72) (7,988.81) Which the Directors have apportioned as under :

(i) Proposed dividend on Equity Shares - - - - (ii) Tax on dividend - - - -

(iii) General Reserve - - - -

Total - - - -

Balance to be carried forward (8,205.10) (5,682.47) (10,875.72) (7,988.81)

2.0 Dividend:

In view of the loss incurred during the year, no dividend has been recommended by the Directors for the year under review.

3.0 Operations:

During the financial year 2013-14 works production declined by about 14% as compared to growth of 9% achieved in FY''12- 13. Project Orders booked during the financial year 2013-14 have also not been significant. However, the Company continued to introduce new products & focused on increase in spares business. It also worked aggressively on cost reduction to reduce losses.

4.0 Performance of Subsidiary Companies 4.1 York Group:

York Group Sales continued to decline for 2 consecutive year due to decline in demand for prime movers.

York India''s Exports increased during the year and was Rs 48.53 crores as compared to Rs 19.43 crores in previous year. Further there has been a decline on dependence on imports in York-India''s operations.

In other markets, York maintained its market share, though most of the economies experienced lower GDP growth compared to the 2013 forecast. During the year York participated in exhibitions in India, Australia, China and Turkey and launched several new axles and suspensions. The company has started work in developing new markets and has identified Turkey, Russia, & Brazil markets as growth opportunities.

4.2 DLT Group:

During the FY 2013-14 DLT Group''s sales (excluding Tata DLT) increased by 3.6% from 9.10 USDM in FY''12-13 to 9.43 USDM in FY''13-14.

Port Terminal Trailers exports from Sri Lanka increased by 7.5 %. Export of Road Trailers increased by 167 % during FY''13-14 as compared to a drop of 49% in FY''12-13.

However increased local competition and freight factor had an adverse impact on contributions realized in Port Trailers.

DLT Sri Lanka introduced Cement Bulk Pressure tankers and Fuel Bowsers for Domestic Market during FY 2013-14.

Major reasons like GCC''s preference for local buying, Chinese developed ports ( including Colombo ) resorting to buying from China, continued drop in domestic demand in Sri Lanka for Road Trailers resulted in lower revenues.

DLT group has also planned to develop new products and focus on General Fabrication and Trailers Equipment Service to de-risk the negative impact of fluctuating demand for trailers and to increase capacity utilization.

Tata International DLT, a joint venture in India, suffered due to drop in prime mover sales in India. The Company has started selling directly into the market as demand from Tata Motors dropped significantly.

4.3 Adithya Automotive Applications:

The commercial vehicle sector witnessed a continual downturn trend in FY''13-14. Sales of Medium and Heavy Commercial Vehicles (M&HCV) were lower by 26 % in FY''13-14 as compared to decline of 23% in previous year. Adithya Automotive Applications Private Limited performed against the downturn trend and recorded its'' highest ever Revenue of Rs 75.88 crore ( Previous Year Rs 64.73 crore) and had a profitable year.

AAA was been awarded the IMS certification for management system standards: ISO 9001:2008, ISO 14001:2004, BS OHSAS 18001:2007 during the year. It is the only application vendor of Tata Motors having ISO 14001:2004, BS OHSAS 18001:2007.

It bagged the Best supplier award from Tata Motors Ltd on the occasion of annual supplier conference meet at Macau and retained its "A" category vendor rating from Tata Motors Ltd.

4.4 Hewitt Robins International Ltd (HRIL):

Hewitt Robins posted yet another successful set of results despite a continued depressed European market. Capital investments made in prior years resulted in improved operating efficiencies and short lead time for delivery of machines, helping financial performance.

During the period HRIL embarked on a development programme in conjunction with TRF to develop the next generation of vibrating equipment for the bulk material handling industry, which will further increase operating efficiencies for HRIL as well as the end-user.

The order book for the next financial year puts the company in a strong position to increase market share in Europe and further improve on prior years performance.

4.5 Subsidiaries Annual Report

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable accounting standards. The Ministry of Corporate Affairs, Government of India vide its circular no 51/12/2007-CL-III dated 8 February, 2011 has granted general exemption under section 212(8) of the Companies Act, 1956, from attaching the balance sheet, profit & loss account and other documents of the subsidiary companies to the balance sheet of the Company, provided certain conditions are fulfilled. Accordingly, annual accounts of the subsidiary companies and the related detailed information will be made available to the holding and subsidiary companies'' investors seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any investor at the Registered Office(Head Office) of the Company and that of the subsidiary companies concerned.

5.0 Outlook :

There is renewed hope of improvement in the Indian economy. Government has laid down emphasis in infrastructure projects which should help your Company in terms of getting new orders.

Auto application business is also expected to do better with the opening up of some mines & expected recovery in the economy.

With various measures taken in Indian and global markets, and expected improvement in the economy worldwide, your

Company expects better performance in FY 2014-15.

6.0 Exports:

During the year, the Company earned foreign exchange worth Rs. 262.81 crores through exports, including deemed exports of Rs. 241.37 crores, as against previous year''s earnings of Rs. 393.14 crores through exports (including deemed exports of Rs. 393.11 crores).

7.0 Audit Report:

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

8.0 Management Discussions and Analysis:

Management Discussion and Analysis Report is set out as a separate Annexure to this Report.

9.0 Fixed Deposits:

As in the previous year, the Company has not accepted/ renewed any fixed deposits during the year.

10.0 Business Excellence:

The Company is a signatory to the Tata Brand Equity and Business Promotion (BEBP) Agreement with Tata Sons Ltd. The agreement entails complying with the Tata Group Policies, Tata Code of Conduct (TCOC), and conducting business according to the Tata Business Excellence Model (TBEM).

11.0 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 they have:

11.1 followed the applicable accounting standards and that there are no material departures in the preparation of the annual accounts;

11.2 consulted the Statutory Auditors in selecting accounting policy 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 the relevant period;

11.3 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 your Company and for preventing and detecting fraud and other irregularities;

11.4 prepared the annual accounts on a going concern basis.

12.0 Affirmative Action & Corporate Sustainability Initiatives

TRF''s corporate social responsibility and affirmative action function is inspired by the ethos of the Tata Group founder, Jamsetji Nusserwanji Tata. The Company values its corporate social responsibility (CSR) process as key business process and is guided by Tata Group CSR policy guidelines. TRF''s CSR programme covers those communities residing in the immediate vicinity of its manufacturing plant and its residential township of TRF Nagar.

The CSR function encompasses several programmes which cover the following areas:

- Education and literacy

- Employability training

- Health

- Employment and livelihood opportunities

- Support to activities organized by sports and professional bodies

- Environment protection and climate change.

These programmes are conducted by the TRF Ladies Association under the guidance of the Company. The Company also supports Valley View School in TRF Nagar, which provides quality education.

In addition to the above, the Company encourages volunteering by its employees under a scheme called, ''Main Hoon Na'' and ''Tata Engage''. Employees participate on voluntary basis in welfare activities such as education, environment, safety awareness and women empowerment. Employees of TRF, in response to an appeal from Tata Relief Committee contributed financially towards the relief and rehabilitation activities in Uttrakhand.

13.0 Environment:

Although, the operations of the Company at Jamshedpur, and at its project sites, are basically non-polluting in nature, adequate precautions are taken to comply with all regulatory requirements in this regard at all locations In addition to ensuring compliance with the legal norms, the Company continues its efforts towards urban beautification and tree plantation. As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant particulars are given in the annexure to this report.

14.0 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 declaration regarding compliance to code of conduct and Auditors'' Certificate regarding compliance to conditions of Corporate Governance are made a part of the Annual Report.

15.0 Dematerialization of Securities:

As the members are aware, your Company has made arrangements to dematerialize its securities and has been offering securities in dematerialized form pursuant to the Depositories Act, 1996 through National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). All the applications received for Dematerialization have been acted upon and 93.48 % of Company''s Share Capital stood in dematerialized form as on March 31, 2014.

16.0 Industrial Relations:

The Directors would like to place on record their sincere appreciation of the Workers'' Union and the employees for their continued co-operation in maintaining harmonious industrial relations, production and productivity and in the implementation of various initiatives to reduce internal costs and improvements in operational efficiencies.

17.0 Directors:

17.1 The Nomination and Remuneration Committee has reviewed the appointment of Mr Subodh Kr Bhargava, Mr B. D. Bodhanwala, Mr Ranaveer Sinha, Mr R V. Raghavan and Mr Dipankar Chatterrji, existing independent directors and have found that they fulfill the conditions specified under the Companies Act, 2013. The Company has received a notice along with requisite deposit from a member proposing their appointment. The aforementioned directors are proposed to be appointed/ re-appointed as independent directors in accordance with the provisions of section 149 of the Companies Act, 2013 at the ensuing Annual General Meeting.

17.2 Mr. R. P. Singh has expressed his intention to step down from the Board with effect from July 31, 2014. The Directors would like to place on record their sincere appreciation of the contributions made by Mr R. P. Singh during his tenure on the Board since 2001.

17.3 Mr. Prasad R. Menon who was appointed as an additional director by the Board with effect from August 2, 2013 hold office upto the date of the ensuing Annual General Meeting. The Company has received a notice along with requisite deposit from a member proposing his appointment as a director at the ensuing Annual General Meeting. He shall be liable to retire by rotation.

18.0 Particulars of Employees:

A statement giving information about employees of your Company pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, would be made available to the shareholders on request.

19.0 Additional Information:

Additional information required to be disclosed in terms of Notification No. GSR 1029 dated December 31, 1988 issued by the Department of Company Affairs is given in the Annexure to this Report.

20.0 Auditors:

The existing Auditors, M/s Deloitte Haskins & Sells (DHS), Kolkata, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a certificate from the Auditors to the effect that they are eligible for re-appointment under the applicable provisions of the Companies Act, 2013. Members are requested to appoint Auditors for a period of one year i.e 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.

21.0 Acknowledgement:

Directors place on record their deep appreciation for the continued support received during the year from the shareholders, customers, suppliers and associates, banks, financial institutions, collaborators, the Workers'' Union, other authorities and all the employees of your Company.

On behalf of the Board of Directors

Subodh Bhargava

Kolkata, May 2, 2014 Chairman


Mar 31, 2013

To the Members

The Directors are pleased to present their fiftieth annual report and the audited financial accounts for the year ended March 31, 2013.

The unfavorable economic environment witnessed during the preceding years showed no signs of improvement. The GDP growth rate which had declined to 6.2% in FY 2011-12, dropped to 5% for the year under review. The deceleration has been severe in the manufacturing sector resulting in growth declining to 1.9% for the year under review as compared to 2.7% in the previous year. Factors such as high inflation, rise in input costs, foreign exchange volatility and high interest rates, continue to affect the business negatively. Several major projects being put on hold and lack of new project orders have put severe strain on infrastructure industry. Liquidity crunch slowed down many projects.

Your Company''s performance suffered in such trying circumstances. However Q4 witnessed some inflow of orders which should help stabilize Company''s performance in 2013-14.

1.0 Results

Figures in Rupees lakhs

TRF Standalone TRF Group

2012-13 2011-12 2012-13 2011-12

Net Sales / Income from Operations 64,660.64 80,231.05 111,482.43 132,740.63

Operating Profit/(Loss) (4,790.85) 4,940.20 (4,774.48) 5,942.99

Profit/(Loss) before taxes (7,808.15) 2,501.05 (8,778.03) 2,718.45

Profit/(Loss) after taxes (7,951.49) 1,557.96 (9,133.14) 1,342.46

Profit/(Loss) after minority interest and share of profit of associates (7,951.49) 1,557.96 (9,169.04) 1,319.38

Add: Balance brought forward from the previous year 2,269.02 1,378.45 1,180.23 528.24

Balance (5,682.47) 2,936.41 (7,988.81) 1,847.62

Which the Directors have apportioned as under :

(i) Proposed dividend on Equity Shares 440.18 440.18

(ii) Tax on dividend 71.41 71.41

(iii) General Reserve 155.80 155.80

Total 667.39 667.39

Balance to be carried forward (5,682.47) 2,269.02 (7,988.81) 1,180.23

2.0 Dividend:

In view of the losses incurred during the year, no dividend has been recommended by the Directors for the year under review.

3.0 Operations:

3.1 The Works production increased by around 9% during the year. Major highlights of the product business are :

a) Development of new equipments - Wagon Shifter & Pusher.

b) 3D analysis implemented across engineering departments for improved design and optimisation of the products.

c) Significant cost reduction.

d) Emphasis on spares business - greater and focused sales and marketing efforts for order booking and timely execution.

3.2 Orders booked for Projects during the financial year 2012-13 have not been significant. Following major projects were in progress:

a) Coal Handling Plant for 3 x 500 MW Power Plant at I ndira Gandhi Super Thermal Power Plant, Aravali;

b) Iron Ore Crushing & Conveying Plant at NMDC, Bailadilla;

c) Coal Handling Equipment supply to Tata Projects Limited for MAHAGENCO, Bhusawal;

d) Coal Handling Plant for 2 x 600 MW Power Plant for DVC, Raghunathpur;

e) Coal Handling Plant for 2 x 500MW Power Plant at Mauda Super Thermal Power Project;

f) Coal Handling Plant for 2 x 660MW Power Plant at Barh Super Thermal Power Project Stage-II;

g) Coal Handling Plant for 2 x 500MW Power Plant at Vindhyachal Super Thermal Power Project Stage-IV;

h) Coal Handling Plant for JSPL, Angul;

i) Tata Steel Raw Material Handling System for 3 million Tonnes expansion.

Atleast 3 of these projects are expected to be completed in the FY 2013-14.

Current estimates show increased costs to closure of a few of the above listed projects for which provision has been made in the Accounts for FY 2012-13.

3.3 During the financial year 2012-13 the Port and Yard Equipment Division (P&YE) witnessed a turnaround with improvement in turnover and contribution. Major highlights of P&YE division during the year have been :

a) Creating improved in-house capacity and capability for manufacturing of P&YE products

b) Maximizing design output.

c) Enhancement of spares business.

4.0 Performance of Subsidiary Companies

4.1 York Group:

Market uncertainty due to Euro Crisis and the general overall low sentiment in the global economy resulted in a lower level of activity in York during much of the year under review. GDP growth was significantly lower compared to 2011-12 in some of the major markets such as India, China, South Africa, Saudi Arabia, UAE, etc. which impacted adversely the production volumes of commercial vehicles and trailer in these countries resulting in reduced market demand for''York'' products. . India witnessed one of the worst years with the sale of prime movers declining by about 34% from the previous year sales of 28,495 units to just about 19,000 units during 2012-13. York''s sales also dropped by 32% compared to previous year.

York acquired new customers and gained market share achieving increased sales in Australia by 14%, in Thailand by 45% and in China by 53%. York also witnessed a turnaround of the Australian operation with the entity ending the year with profit.

York acquired the manufacturing assets of Shanghai Ultra (SU), Shanghai which was previously a dedicated contract manufacturer of axles for York. With this acquisition, York now has its own axle manufacturing facility in China. This facility would cater to the demands of South East Asia and other countries.

4.2 DLT Group:

The sales of DLT group for the year under review have been stagnant due to slowdown in the world economy. While the number of units sold have stagnated, the cost management efforts have enabled improvement of margins to reasonable levels .

With signs of improvements in container throughput and international trade, DLT expects a positive effect on its sales of port terminal trailers in FY 2013-14. During the last quarter of the financial year under review, the order book has improved slightly.

DLT was able to enter new markets such as Australia, Myanmar and Peru. This was largely due to introduction of freight friendly trailer assembly.

DLT has made efforts to increase the spare part sales by creating a new profit center to cater to the ever increasing demand for spares.

Dutch Lanka Engineering Ltd a 100% subsidiary of DLT in Sri Lanka engaged in trailer manufacturing and maintenance/service in the Sri Lankan market witnessed significant decline in its operations over the previous year due to the Government policy to temporarily ban issuance of port entry permits for heavy vehicles which impacted sales.

4.3 Adithya Automotive Applications:

Adithya Automotive Applications (AAA) operations suffered as Tata Motors tipper business dropped by 38% compared to previous year. However, AAA managed to increase its share of business from Tata Motors from 19% to 25%. AAA sold more than 2,600 tipper bodies during the year.

The expansion project to increase capacity from 15/day to 25/day has successfully been completed during the year. However capacity utilization was low due to the economic downturn.

4.4 Hewitt Robins International Ltd (HRIL):

The year under review proved to be a successful year for HRIL despite the continuing economic downturn in European markets. The decision in 2011 to make capital investment in manufacturing has provided the foundation on which HRIL has been able to capture 75% of market of machines supplied in the UK market. The main advantage being the ability to design, manufacture and deliver a machine faster than the competitors.

4.5 Subsidiaries Annual Report

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable accounting standards. The Ministry of Corporate Affairs, Government of India vide its circular no 51/12/2007-CL-III dated 8th February, 2011 has granted general exemption under section 212(8) of the Companies Act, 1956, from attaching the balance sheet, profit & loss account and other documents of the subsidiary companies to the balance sheet of the Company, provided certain conditions are fulfilled. Accordingly, annual accounts of the subsidiary companies and the related detailed information will be made available to the holding and subsidiary companies'' investors seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any investor at the Registered Office(Head Office) of the Company and that of the subsidiary companies concerned.

5.0 Exports:

During the year, the Company earned foreign exchange worth Rs. 393.14 crores through exports, including deemed exports of Rs. 393.11 crores, as against previous year''s earnings of Rs. 439.32 crores through exports (including deemed exports of Rs. 436.44 crores).

6.0 Audit Report:

The Statutory Auditors Report on Annual Accounts for the financial year 2012-13 does not contain any qualification which warrants comments from the Board of Directors.

7.0 Management Discussions and Analysis:

Management Discussion and Analysis Report is set out as a separate Annexure to this Report.

8.0 Fixed Deposits:

As in the previous year, the Company has not accepted/ renewed any fixed deposits during the year. All deposits have matured and 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).

9.0 Business Excellence:

The company is a signatory to the Tata Brand Equity and Business Promotion (BEBP) Agreement with Tata Sons Ltd. The agreement entails complying with the Tata Group Policies, Tata Code of Conduct (TCOC), and conducting business according to the Tata Business Excellence Model (TBEM). During the year, the Company scored 534 points (out of maximum 1000 points) in the TBEM assessment and is committed to further improvements.

10.0 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 they have:

10.1 followed the applicable accounting standards and that there are no material departures in the preparation of the annual accounts;

10.2 consulted the Statutory Auditors in selecting accounting policy 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 the relevant period;

10.3 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 your Company and for preventing and detecting fraud and other irregularities;

10.4 prepared the annual accounts on a going concern basis.

11.0 Affirmative Action & Corporate Sustainability Initiatives

The company''s AA & CSR process is guided by the Tata ethos of"Improving the quality of life of the community it serves" and by the Tata Group''s and the Company''s "Code for Affirmative Action". The Company''s corporate sustainability process consists mainly of the following programmes:

- Education and literacy

- Employability training

- Health

- Employment and livelihood opportunities

- Support to activities related to sports, cultural and social services and

- Environment protection and climate change.

In the execution of the corporate sustainability programme, the Company targets those communities that reside in the immediate vicinity of its factory in Jamshedpur and its residential township in TRF Nagar. The Company also carries out several programmes which are addressed to uplift the quality of life of other underprivileged sections of the society and extends its reach much beyond the aforementioned communities.

Following major initiatives have been continuing :

- Akshar - For primary education to socially under privileged children.

- Agrasar - Scholarship programme in Company supported Valley View School.

- Rojgar - Vocational training programme.

- Astitva - Training centre for women.

Under the guidance of the company, the TRF Ladies Association has constituted a self help group named"Akansha", which has been successful in obtaining orders for supply of materials to the Company and is moving gradually towards becoming self sustainable.

12.0 Environment:

Although, the operations of the Company at Jamshedpur, and at its project sites, are basically non-polluting in nature, adequate precautions are taken to comply with all regulatory requirements in this regard at all locations. The Company has carried out carbon footprint mapping of its operations at Jamshedpur. It has deployed mitigation plans to reduce/restrict carbon footprint. In addition to ensuring compliance with the legal norms, the Company continues its efforts towards urban beautification and tree plantation. As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant particulars are given in the annexure to this report.

13.0 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 declaration regarding compliance to code of conduct and Auditors'' Certificate regarding compliance to conditions of Corporate Governance are made a part of the Annual Report.

14.0 Dematerialization of Securities:

As the members are aware, your Company has made arrangements to dematerialize its securities and has been offering securities in dematerialized form pursuant to the Depositories Act, 1996 through National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). All the applications received for Dematerialization have been acted upon and 89.93 % of Company''s Share Capital stood in dematerialized form as on March 31, 2013.

15.0 Industrial Relations:

The Directors would like to place on record their sincere appreciation of the Workers'' Union and the employees for their continued co-operation in maintaining harmonious industrial relations, production and productivity and in the implementation of various initiatives to reduce internal costs and improvements in operational efficiencies.

16.0 Directors:

16.1 Mr Sarosh J Ghandy stepped down as a non-executive Director of the Company on 21st December, 2012 on reaching the age of 75 years. The Directors would like to place on record their sincere appreciation of the contributions made by Mr Sarosh J Ghandy during his tenure on the Board since 1993.

16.2 In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr R. V. Raghavan and Mr Dipankar Chatterji, Directors retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for reappointment.

16.3 Mr Sudhir L. Deoras has been reappointed as Managing Director of the Company for a further period of three years with effect from April 1, 2013. Consent of the members for his reappointment is sought for at the ensuing Annual General Meeting.

17.0 Particulars of Employees:

A statement giving information about employees of your Company pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, would be made available to the shareholders on request.

18.0 Additional Information:

Additional information required to be disclosed in terms of Notification No. GSR 1029 dated December 31, 1988 issued by the Department of Company Affairs is given in the Annexure to this Report.

19.0 Auditors:

The existing Auditors, M/s Deloitte Haskins & Sells (DHS), Kolkata, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the limits of Section 224(1B) of the Companies Act, 1956. Members are requested to appoint Auditors for the financial year 2013-14 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.

20.0 Acknowledgement:

Directors place on record their deep appreciation for the continued support received during the year from the shareholders, customers, suppliers and associates, banks, financial institutions, collaborators, the Workers'' Union, other authorities and all the employees of your Company.

On behalf of the Board of Directors

Kolkata, Subodh Bhargava

May 14, 2013 Chairman


Mar 31, 2012

The Directors are pleased to present their forty-ninth annual report and the audited financial accounts for the year ended March 31, 2012.

The year under review witnessed a difficult market environment characterized by slowing down of overall economic growth, high inflation, particularly in commodity sectors impacting costs adversely, foreign exchange volatility and high interest rates resulting in delays in decision making and clients suspending project execution in several instances and almost total choking of the fresh order booking specially during the second half of the fiscal.

The beginning of 2012-13 has indicated some signs of improvement with somewhat higher level of enquiries. However, any significant change may be towards the year end only and therefore the focus of Team TRF will be for an aggressive Business Development drive targeting higher new order bookings coupled with timely, efficient and cost effective execution of the orders/projects on hand.

On July 7, 2009, the Company had acquired 51% stake in DLT, Sri Lanka through its wholly owned subsidiary, TRF Singapore Pvt. Ltd. with a 'Put' and 'Call' option to buy out the balance 49% stake at a price to be determined based on the formulae set out in the Option Agreement. As per the agreement, the shareholders of the balance 49% ordinary shares exercised the put option on December 30, 2011. Your Company, through TRF Singapore Pvt. Ltd., bought these shares at the pre determined agreed consideration. Consequently DLT has become a wholly owned subsidiary of TRF Singapore Pvt. Ltd.

On October 5, 2007, the Company had acquired 51% stake in York, from Baker Technology Ltd. through its wholly owned subsidiary, TRF Singapore Pvt. Ltd. with a 'Call' and 'Put' option agreement to buyout balance 49% stake at a price to be determined based on the formulae set out in the Option Agreement. Pursuant to exercising the Call Option Notice dated March 23, 2012, your Company has acquired 49% of the issued and paid up capital of York through its wholly owned subsidiary TRF Holdings Pte. Ltd., Singapore on March 27, 2012.

RESULTS

Figures in Rupees lakhs TRF Standalone TRF Group 2011-12 2010-11 2011-12 2010-11 Net Sales / Income from Operations 80,231.05 72,358.02 132,740.63 111,355.70

Operating Profit 4,940.20 1,246.95 5,942.99 2,280.75

Profit before taxes 2,501.05 140.85 2,718.45 711.86

Profit after taxes 1,557.96 83.25 1,342.46 189.02

Profit after minority interest and share of profit of associates 1,557.96 83.25 1,319.38 26.93

Add: Balance brought forward from the previous year 1,378.45 1,557.49 528.24 763.60

Balance 2,936.41 1,640.74 1,847.62 790.53 Which the Directors have apportioned as under :

(i) Proposed dividend on Equity Shares 440.18 220.09 440.18 220.09

(ii) Tax on dividend 71.41 35.70 71.41 35.70

(iii) General Reserve 155.80 6.50 155.80 6.50

Total 667.39 262.29 667.39 262.29

Balance to be carried forward 2,269.02 1,378.45 1,180.23 528.24

The financial results of your company on Standalone Basis for the year under review, despite the uncertain economic environment, registered significant improvement over the previous year by achieving growth in sales by 10.88% and in Profit before tax by 1675.68% reporting Sales for 2011-12 of Rs. 802.31crores (previous year : Rs. 723.58 crores) and Profit before tax of Rs. 25.01 crores (previous year : Rs. 1.41 crores).

The consolidated TRF Group performance also improved recording Sales of Rs. 1,327.41 crores (previous year : Rs. 1,113.56 crores) and Profit before tax of Rs. 27.18 crores (previous year : Rs. 7.12 crores) achieving growth of 19.20% and 281.88% respectively.

DIVIDEND

The Directors are pleased to recommend payment of dividend of 40% for the year ended March 31, 2012, (previous year: 20%), subject to approval by the shareholders at the ensuing Annual General Meeting.

OPERATIONS

1. The bulk material handling business grew by about 10% despite the challenging market conditions. Many initiatives were taken which included :

a) Induction of new wagon tippler as per current RDSO G33 specifications.

b) Successfully designed a 4000 TPH Slewing Stacker for NTPC Vallur.

c) Launched 'Mobile Crushing and Screening' units based on HRIL technology.

d) Received DSIR approval for in-house R&D facility.

e) Created Business Development department to drive growth.

f) Signed a co-operation agreement with Schade Lagertechnik, GmbH to manufacture new designs of stackers and reclaimers for Indian market.

g) Efforts on safety enabled achieving zero lost time injury frequency rate.

2. During the financial year 2011-12 following major projects were in progress:

a) Coal Handling Plant for 3 x 500 MW Power Plant at Indira Gandhi Super Thermal Power Plant, Aravali;

b) Iron Ore Crushing & Conveying Plant at NMDC, Bailadilla;

c) Coal Handling Equipment supply to Tata Projects Limited for MAHAGENCO, Bhusawal;

d) Coal Handling Plant for 2 x 600 MW Power Plant for DVC, Raghunathpur;

e) Coal Handling Plant for 2 x 500 MW Power Plant at Mauda Super Thermal Power Project;

f) Coal Handling Plant for 2 x 660 MW Power Plant at Barh Super Thermal Power Project Stage-II;

g) Coal Handling Plant for 2 x 500MW Power Plant at Vindhyachal Super Thermal Power Project Stage-IV;

h) Coal Handling Plant for JSPL, Angul;

i) Tata Steel Raw Material Handling System for 3 million Tonnes expansion.

3. Despite the postponed and restricted and/or delayed order finalization by the customers and the consequent low fresh order in-take the order book at the year end is reasonable.

SUBSIDIARIES PERFORMANCE

1 YORK Group:

York grew its business by over 36% during the financial year 2011-12 achieving a Sales of Rs.335.07 crores (previous year: Rs.246.18 crores). Market share of York improved in all key markets- Australia, Indonesia, South Africa, Thailand, China and India.

Two new models of axle and suspension were launched at the Auto-expo 2012 in New Delhi. The products were well received by the customers and commercial production of these will commence shortly.

Manufacturing of Axles at the new plant in Pune commenced in May 2011. Pune facility includes suspension assembly, special axles and R&D centre. Axles for hydraulic trailers which were previously imported are now being manufactured at the Pune plant. With a view

to making suspension products more competitive, the focus is on indigenization and value engineering which would help the company in the next financial year. Efforts to work with and support the customers on application, maintenance and installation continued at the Pune Training Center as well as at various customer sites across the country.

2 DLT Group:

The slowdown in the Global Economy and the consequential decline in International trade and Container traffic, adversely impacted Dutch Lanka Trailers sales during 2011-12 as the company depends heavily on sale of "port terminal trailers". Road trailer sales also remained stagnant. Sales at Rs. 126.63 crores were 2.86% lower than Rs. 130.36 crores of last year. However, in the last quarter of 2011-12, there are signs of improvement in order book.

During the year DLT has entered into purchase agreements with AP Moller Terminal and DP World, two large port operators. The company also entered into dealership arrangements in Japan and India to market its trailers.

Dutch Lanka Engineering Ltd, a 100% subsidiary of DLT in Sri Lanka, engaged in maintenance/service and trailer manufacture for the local Sri Lankan market, has improved its performance significantly, recording its highest ever sales since inception of the company of Rs. 21.70 crores against previous year Rs. 14.29 crores, achieving growth of 48.78% and further increasing its market shares in Sri Lanka.

3 Adithya Automotive Applications:

The year under review is the first full year of operations for Adithya Automotive Applications Private Limited (AAA). During the year AAA supplied 3038 tipper bodies against 1245 tipper bodies in the previous year. Sales at Rs. 73.73 crores (previous year: Rs. 29.35 crores) increased by Rs. 44.38 crores. The company has been able to wipe out its accumulated losses.

During the year, AAA has completed the first phase of capacity expansion from 10 tippers per day to 15 tippers per day. The next phase of expansion to 25 tippers per day is underway.

The Company has delivered the first prototype of SS fuel browser specially developed and manufacture for the Indian Army. The same was displayed at the Defense Expo held at Pragati Maidan, New Delhi in March, 2012. More prototypes are planned in the current financial year.

During the year, the Company has successfully achieved commercial production of a new tipper variant "10 cubic meter standard box tipper on LPK 1618 chassis".

4 Hewitt Robins International Ltd (HRIL):

HRIL continued to perform well in difficult European markets improving its turnover and profitability. However European market continues to depend substantially on replacement orders only.

HRIL was successful in transferring technology to TRF India and introduced new products in Indian market.

Your Company undertakes that the annual accounts of its subsidiary companies and the related detailed information shall be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. This is to further inform that Annual Accounts of the subsidiary companies are kept at the registered office of the Company and of the subsidiary companies concerned, for inspection by any shareholder. Shareholder desirous to inspect the subsidiary companies accounts may make a request to the Company at its registered office.

EXPORTS

During the year, your Company earned foreign exchange worth Rs. 439.32 crores through exports, including deemed exports of Rs. 436.44 crores, as against previous year's earnings of Rs. 461.72 crores through exports (including deemed exports of Rs. 452.76 crores).

AUDIT REPORT

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

MANAGEMENT DISCUSSIONS AND ANALYSIS

Management Discussion and Analysis Report is set out as a separate Annexure to this Report.

FIXED DEPOSITS

As in the previous year, your Company has not accepted/ renewed any fixed deposits during the year. All deposits have matured and have been repaid when claimed by the depositors together with interest accrued up to the date of maturity. All unclaimed deposits along with interest accrued up to the date of maturity have been deposited as and when they became due, with the Investors Education and Protection Fund (IEPF).

BUSINESS EXCELLENCE

Your company is a signatory to the Tata Brand Equity and Business Promotion (BEBP) Agreement with Tata Sons Ltd. The agreement entails complying with the Tata Group Policies, Tata Code of Conduct (TCOC), and conducting business as per the Tata Business Excellence Model (TBEM).

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 they have:

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

2. consulted the Statutory Auditors in selecting accounting policy 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 the relevant period;

3. 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 your Company and for preventing and detecting fraud and other irregularities;

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

AFFIRMATIVE ACTION & CORPORATE SUSTAINABILITY INITIATIVES

Your Company, in keeping with the Tata ethos of "improving the quality of life" of the community in which it operates and having adopted the Code for Affirmative Action, carried out numerous corporate social responsibility programmers'. While some of these programmers were designed to benefit the community at large, many of them addressed some of the basic needs of the large number of underprivileged members of the society in which the Company operates.

The target community for corporate social responsibility and affirmative action programmer comprises those residing in the 'bustee' near your Company's residential colony, TRF Nagar, and in the vicinity of its factory. The programmers are developed after establishing their need on the basis of dialogues with the stakeholders and field surveys. The social responsibility programmers are implemented with the help of voluntary support rendered by its employees and their families. Many employees inspired by the note from the Managing Director have pro-actively participated in community uplift programmer in their vicinity and in programmers managed by the Company under a scheme called 'Main Hoon Naa'.

Some of the major initiatives taken are:

- Rainwater harvesting

- Distribution of solar lanterns to underprivileged section of the society

- Participating in National Pulse Polio immunization programme

- Cataract camps

- Blood donation camps

- Free-health clinic

- Running of literacy School "Akshar"

- Running of Valley View School

- Road Safety Campaign

With the objective of enhancing opportunities of employability, training programmers were conducted by your Company to impart training in trades like fitter, welder, electrician, machinist, etc. The Company provided internship to a number of engineering and management students with the aim of providing them work experience which enhanced their employment prospects. Your Company provided vocational training to women through short term courses on skills like stitching, embroidery, tailoring etc, enabling them to supplement their family income. These women are residents of the 'bustee' in the neighborhood and are trained at 'Astitva' - a women's centre managed by TRF Ladies Association.

In the area of employment, your Company provided positive bias in the recruitment process to give more opportunities to underprivileged candidates. The Company also encouraged its contractors to employ underprivileged candidates trained in the Company and also from the local community.

ENVIRONMENT

Although, the operations of your Company at Jamshedpur, and at its project sites, are basically non-polluting in nature, adequate precautions are taken to comply with all regulatory requirements in this regard at all locations. In addition to ensuring compliance with the legal norms, your Company continues its efforts towards urban beautification and tree plantation. As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant particulars are given in the annexure to this report.

CORPORATE GOVERNANCE

As you are aware, your Company has consistently endeavored to promote and adopt good corporate governance practices over the years. During the year the corporate governance practices were further aligned with the requirements of Corporate Governance as prescribed by Securities and Exchange Board of India (SEBI). Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance and Auditors' Certificate in this regard has been annexed to this report.

DEMATERIALIZATION OF SECURITIES

As the members are aware, your Company has made arrangements to dematerialize its securities and has been

offering securities in dematerialized form pursuant to the Depositories Act, 1996 through National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). All the applications received for Dematerialization have been acted upon and 89.70 % of Company's Share Capital stood in dematerialized form as on March 31, 2012.

INDUSTRIAL RELATIONS

The Directors would like to place on record their sincere appreciation of the Tata-Robins-Fraser Labour Union and the employees for their continued co-operation in maintaining harmonious industrial relations, production and productivity and in the implementation of various initiatives to reduce internal costs and improvements in operational efficiencies.

DIRECTORS

Dr. Jamshed J. Irani who through his strategic guidance and support steered the Company over the last 24 years, on attaining the age of 75 and in accordance with the Policy of Tata Group stepped down from the position of Company's Non-Executive Chairman. The Company, its Board, the Management and the employees gratefully acknowledge his invaluable contribution and the leadership enabling Company's growth and creating new foot print overseas and in 'Automotive' business.

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. Sarosh J. Ghandy, Mr. B.D. Bodhanwala and Mr. Ranaveer Sinha, Directors retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for reappointment.

PARTICULARS OF EMPLOYEES

A statement giving information about employees of your Company pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, would be made available to the shareholders on request.

ADDITIONAL INFORMATION

Additional information required to be disclosed in terms of Notification No. GSR 1029 dated December 31, 1988 issued by the Department of Company Affairs is given in the Annexure to this Report.

AUDITORS

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

ACKNOWLEDGEMENT

Directors place on record their deep appreciation for the continued support received during the year from the shareholders, customers, suppliers and associates, banks, financial institutions, collaborators, the Workers' Union, other authorities and all the employees of your Company.

On behalf of the Board of Directors

Subodh Bhargava

Kolkata, May 8, 2012 Chairman


Mar 31, 2011

The Directors are pleased to present their forty-eighth annual report and the audited financial accounts for the year ended March 31, 2011.

1.0 Financial Results (Rupees in lakhs)

Stand alone Consolidated

Previous Previous

Year Year

Net Sales & Services / Income from Operations 72,358.02 64,994.95 111,355.70 86,591.86

Other income 870.28 365.31 1,254.42 1,237.10

Total income 73,228.30 65,360.26 112,610.12 87,828.96

Expenditure:

a) (Increase)/Decrease in Inventories and Contracts in progress (479.46) (1,616.29) (2,102.25) (1,399.99)

b) (i) Consumption of raw materials & Components 40,042.63 36,131.61 68,467.52 50,844.79

(ii) Payment to sub- contractors 18,030.83 10,129.79 18,371.00 10,338.55

c) Employee Costs 4,573.79 4,308.51 8,302.18 6,914.10

d) Operations administration and selling expenses 9,287.54 7,740.11 16,324.73 11,808.19

e) Total Expenditure (a to d) 71,455.33 56,693.73 109,363.18 78,505.64 Profit before interest, depreciation, exceptional/extraordinary items and tax 1,772.97 8,666.53 3,246.94 9,323.32

Interest 1,246.50 972.82 1,755.21 1,250.76

Profit before depreciation, exceptional/extraordinary items and tax 526.47 7,693.71 1,491.73 8,072.56

Depreciation 385.62 319.50 849.17 611.60

Profit/(Loss) before exceptional/extraordinary items and tax 140.85 7,374.21 642.56 7,460.96

Amount transferred to Capital Account - - (69.30) (107.01) Profit before exceptional/ extraordinary items and after amount transferred to Capital Account 140.85 7,374.21 711.86 7,567.97 Exceptional/Extraordinary items [gain/(loss)]:

Prior period items - (239.91) - (181.20)

Profit / (Loss) before tax 140.85 7,134.30 711.86 7,386.77

Provision for Taxation for the year - 2,575.00 489.71 2,661.38

Provision for Deferred Tax liability 57.60 (158.57) 33.13 (151.47)

Provision for Fringe Benefit Tax - - - -

Profit/(Loss) after tax 83.25 4,717.87 189.02 4,876.86

Less: Minority Interest - - 162.09 204.80

Profit after minority interest 83.25 4,717.87 26.93 4,672.06

Add: amount brought forward from previous year 1,557.49 1,802.03 763.60 1,055.19

Disposable Profit 1,640.74 6,519.90 790.53 5,727.25

Appropriations:

(a) Proposed Dividend 220.09 825.33 220.09 825.33

(b) Tax on Dividend 35.70 137.08 35.70 138.32

(c) General Reserve 6.50 4,000.00 6.50 4,000.00

Balance carried forward 1,378.45 1,557.49 528.24 763.60

1,640.74 6,519.90 790.53 5,727.25

(figures for previous year have been regrouped wherever necessary)

2.0 Dividend

The Directors recommend payment of dividend of 20 % for the year ended March 31, 2011 (Previous year: 75%), if approved by the shareholders at the ensuing Annual General Meeting.

3.0 Issue of Commercial Papers

During the financial year your Company has issued Commercial Papers worth Rs.10,500 lakhs. As on March 31, 2011 all Commercial Papers have been matured and repaid.

4.0 Credit Rating

During the financial year your Company has revalidated its credit rating for Short Term Debt including Commercial Papers, by CARE. CARE has assigned PR1+ rating for an amount of Rs. 9,000 lakhs. This rating is the highest given to any Indian company, in our field of business.

5.0 Operations

5.1 During the year your Company has expanded its Works capacity and a new fabrication yard is under construction and nearing completion. Your Company has also started two new business divisions, viz. (i) Balance of Plant (BOP) and (ii) Operation & Maintenance Services (O&MS).

(i) Balance of Plant (BOP) : With an objective to exploit the business opportunities and to increase the market share in thermal power sector, a separate Balance of Plant division was established to carry on BOP business.

The main initiatives taken during the year was vendor development, selection of consortium partners, market survey and analysis, building database for future power projects, initiate extensive customer contact programme and build customer relationship etc.

(ii) Operation & Maintenance Services (O&MS) : This division is started with a view to create a new revenue stream for TRF and to generate demand for spares. Currently, this division is under discussions with perspective customers.

5.2 During the financial year 2010-11 performance of your Company was as follows:

Total income at Rs. 112,610.12 lakhs, (Previous Year Rs. 87,828.96 lakhs);

Turnover at Rs. 111,355.70 lakhs, (Previous Year Rs. 86,591.86 lakhs);

Profit before tax at Rs. 711.86 lakhs, (Previous Year Rs. 7,386.77 lakhs);

Profit after tax at Rs. 189.02 lakhs, (Previous Year Rs. 4,876.86 lakhs);

Earning Per Share as on March 31, 2011 was Rs. 0.24 (Previous Year as on March 31, 2010 was Rs.42.46 );

All time high production of Rs. 24,910 lakhs, (Previous Year Rs. 20,000 lakhs).

5.3 The order book position at the end of the year was reasonable.

5.4 During the financial year 2010-11 following major projects were in progress:

a) Coal Handling Plant for 3 x 500 MW Power Plant at Indira Gandhi Super Thermal Power Plant, Aravali;

b) Iron Ore Crushing & Conveying Plant at NMDC, Bailadilla;

c) Coal Handling Equipment supply to Tata Projects Limited for "Balance of Plant" MAHAGENCO, Bhusawal;

d) Coal Handling Plant for 2 x 600 MW Power Plant for DVC, Raghunathpur;

e) Coal Handling Plant for 2 x 500MW Power Plant at Mauda Super Thermal Power Project;

f) Coal Handling Plant for 2 x 660MW Power Plant at Barh Super Thermal Power Project Stage-II;

g) Coal Handling Plant for 2 x 500MW Power Plant at Vindhyachal Super Thermal Power Project Stage-IV;

h) Coal Handling Plant for JSPL, Angul;

i) Tata Steel Raw Material Handling System for 3 million Tonnes expansion.

5.5 Reasons for inadequate profits : The financial mis-statements were noticed in a particular division for earlier years. This was done by a group of officers who were discharged from the Company and the Company has initiated necessary legal proceedings against them. A new team, who had taken charge of the division had reviewed the cost of the projects under execution and corrected the same where ever necessary. Consequently, the Company had to book losses in the division bringing down the overall profits of the Company.

In addition, profitability of the project business was lower in the current year as compared to earlier years because of lower margin in the projects under execution.

6.0 Subsidiaries Performance

6.1 YORK Group

During the year, most economies in the Asia-Pacific region as well as Africa performed well riding on mining, infrastructure and manufacturing sectors growth. Yorks market share has improved significantly in India, Indonesia, South Africa and Thailand. During the year York commenced direct sales in China and are supplying its products to trailer builders who export trailers to Australia, Middle-East and Africa.

During the year Yorks R&D team has developed and introduced several new products for special applications. York introduced ABS axle and air suspension in petroleum, oil & gas segment where safe transportation is the prime consideration. Improved braking and having vibration free chassis (eliminating the need for frequent suspension welding due to failures) would contribute greatly for safe transportation in the sector.

In India, in addition to its current manufacturing facility at Jamshedpur, York has set up a larger plant at Pune, which will eventually have an installed capacity of 100,000 axles /annum. York is also setting up an R&D department at its new facility at Pune. This facility was commissioned in May 2011. York India customer base is also fast expanding and now stands at 104 at the end of March 2011 as compared to 54 in the beginning of the year.

York India sales has increased substantially and it has acquired 22% market share in the fast growing trailers segment. York is now the preferred brand for trailer axles and suspensions for many reputed large fleets and transporters.

6.2 Adithya Automotive Applications

Adithya Automotive Applications Private Limited (AAA) started in-house commercial operations during the year. On October 7, 2010 the state-of-the-art plant at Lucknow was inaugurated by Dr. Jamshed J. Irani, Director Tata Sons and Chairman TRF Ltd. It started with manufacturing, assembly and mounting of 14 Cu M tipper bucket on Tata LPK 2518 chassis. It has already added a variant of 10 Cu M bucket to be mounted on Tata LPK 1618.

During the year AAA supplied approx 1300 tipper buckets of different cubic capacities and has reached a level of 75% capacity utilization in the last quarter of the year.

6.3 DLT Group

During the year the sales in terms of number of units sold and revenue has increased in both local and export markets. Export sales increase has come through higher sales in Port as well as Road segments in the Middle East, Africa and South Asia regions. Continued good demand and our ability to compete with new products enabled us to maintain leadership in the local market.

Noteworthy new products developed during the year include Special 25 meter long trailer for carrying the Wind Mill blades, Tip Trailers and Coil Carriers.

Dutch Lanka Engineering Private Limited, a 100% subsidiary of DLT in Sri Lanka engaged in repairs, maintenance and service business of trailers in Sri Lanka, has improved its performance significantly.

The demand of trailers in Indian market has also been upbeat and our JV Company Tata-DLT was able to maintain its highest market share position in the Indian market.

6.4 Hewitt Robins International Ltd (HRIL)

On April 15, 2010, your Company has acquired 100% equity shares of Hewitt Robins International Ltd (HRIL) of United Kingdom. HRIL has a proven history of over 90 years in bulk material handling and processing and has a wide range of vibrating screens and crushing equipments for the Mining, Aggregate and Steel Industries. After acquisition an integration program has been implemented and a significant growth plan actioned. HRIL technology was absorbed in India and TRF has made good progress in establishing Hewitt Robins brand in Indian market. HRIL also displayed mobile crusher in Bauma exhibition in Mumbai and has received good response.

A list of the Companys subsidiaries is given in page No. 86 of this Report.

Your Company undertakes that the annual accounts of its subsidiary companies and the related detailed information shall be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. This is to further inform that annual accounts of the subsidiary companies are kept at the registered office of the Company and of the subsidiary companies concerned, for inspection by any shareholder. Shareholder desirous to inspect the subsidiary companies accounts may make a request to the Company at its registered office.

7.0 Exports

During the year, your Company earned foreign exchange worth Rs. 46,171.92 lakhs through exports, including deemed exports of Rs. 45,276.10 lakhs, as against previous years earnings through exports (including deemed exports) of Rs. 32,657.97 lakhs.

8.0 Audit Report

The Statutory Auditors Report on Annual Accounts for the financial year 2010-11 doesnt contain any qualification, which warrants comments from the Board of Directors.

During the financial year 2010-11, the Company has paid Rs. 87.33 lakhs as Managerial Remuneration to the Managing Director, which has exceeded the limit calculated under Schedule XIII to the Companies Act, 1956, by Rs. 39.33 Lakhs, vide note 19 to the accounts. The Company is in process of filing the application to the Central Government seeking its approval for the said remuneration paid over the limit and also approval of the shareholders at the forthcoming Annual General Meeting.

9.0 Management Discussions and Analysis

Management Discussions and Analysis Report is set out as a separate Annexure to this Report.

10.0 Fixed Deposits

As in the previous year, your Company has not accepted/ renewed any fixed deposits during the year. All deposits have matured and 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).

11.0 Business Excellence & Quality

11.1 Business Excellence :

Your company is a signatory to the Tata Brand Equity and Business Promotion (BEBP) Agreement with Tata Sons Ltd. The agreement entails complying with the Tata Group Policies, Tata Code of Conduct (TCOC), and conducting business as per the Tata Business Excellence Model (TBEM). During the year, your company scored 524 points (out of a maximum of 1000 points) in the TBEM assessment and is committed to further improvements.

Numerous actions have been taken to further improve business processes and compliance to the TCOC:

Greater thrust on increasing awareness of TCOC - Several awareness sessions, films, etc. were organized across the organization. Employees were encouraged to undertake online TCOC training-cum-test;

Large number of improvement projects have been completed by Quality Circles and Cross-Functional Teams;

New initiatives related to employee communication were initiated;

Tea Time with MD - a small group two way communication sessions with the Managing Director and officers;

MD@SITE - a teleconference meeting with all employees working at various project sites;

A large rain water harvesting project was commissioned in the TRF township;

Implementation of TOC-CCPM (Theory of Constraints - Critical Chain Project Management) at the BMHE Division was initiated. This initiative is already in place in the BMHS and P&YE divisions.

11.2 Quality

Recertification of ISO 9001-2008 version is being obtained by the Bulk Material Handling Division of your Company as and when due.

12.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 :

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

12.2 they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements 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 the relevant period;

12.3 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 your Company and for preventing and detecting fraud and other irregularities;

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

13.0 Affirmative Action & Corporate Sustainability Initiatives

Your Company carried out numerous Corporate Social Responsibility programmes based on prevailing social, economic and environmental needs of the target community, with the objective of improving their quality of life. The target community comprises those residing in the bustee near TRF Nagar, your Companys residential colony and in the vicinity of the Company premises. In order to make the Corporate Social Responsibility and Affirmative Action Programme meaningful and sustainable, your company undertakes activities after establishing their need on the basis of dialogues with the stakeholders and field surveys. Your company over a period of time has been able to develop a unique model of the social responsibility programmes for the implementation at beneficiaries level. The programmes are implemented with the help of voluntary support given by its employees and their spouses. The spouses have volunteered to undertake the implementation of the social responsibility under the umbrella of TRF Ladies Association. This Association is a registered body and serves the purpose of working as the executing arm of Company for its community outreach process.

Further, in pursuit of its commitment to follow the Code for Affirmative Action, your Company implemented corporate social responsibility initiatives with the aim of uplifting the socio- economic status of the members of the SC/ST section of the identified community.

Your Company, with the help of TRF Ladies Association, took the initiative in the area of climate change by setting up a rain water harvesting facility in TRF Nagar and in Companys Works premises, with an objective to prevent the wastage of water resources and raise the water table in the adjoining areas. This initiative has enabled your Company to make available potable water for employees for daily use in the Company premises and for the community living in the immediate vicinity of TRF Nagar. Water harvested in TRF Nagar is shared with the communities residing in adjacent bustees.

In addition to the above, your Company also installed solar water heating system in its Works Premises at Jamshedpur. It introduced the usage of CFL in TRF Nagar and tapped natural lighting for illumination of its shopfloor.

Your Company took note that most of the dwellings in bustee, where its target community resides, did not have power connection in their residence and hence distributed solar lanterns to them. This initiative has enabled the recipients of the lanterns utilize their time more meaningfully and facilitate their children to study after sunset. In line with the Companys code for Affirmative Action most of the chosen beneficiaries were from the SC/ ST community.

In the area of education and literacy, your Company has supported the Valley View School (+2 CBSE) and which in turn has enabled it to cater to nearly 1400 children. Due to the support given by the Company the school has grown in size and stature and students passing from the school are viewed as well educated and disciplined citizens in the society. Your Company continued to provide basic literacy to 53 children most of them are from SC/ST community residing in the vicinity through the Akshar literacy school. Support to three visually impaired children was provided by TRF by sponsoring their education and skill training at National Association for the Blind, Jamshedpur. In addition to providing basic education, the school provided uniforms, stationery and a nutritious mid-day meals to the children. Health check up as and when required and medicines are given to the students. The Company plans to impart computer training to them to enable them to take up vocations and identify some more visually impaired students for similar training programme.

In pursuit of an elaborate health care programme that your Company has been conducting over the years, the scope and size of activities in this area was further widened and strengthened. It participated in the National Pulse polio programme under which 177 children were immunized and 150 cataract patients benefited by Inter Ocular Implants organized by it. Further, it conducted preventive health check- up for 170 school children and treated 410 patients from the nearby area in the free-health clinic run by it in TRF Nagar. The employees and associates of the Company voluntarily donated 257 units of blood in the blood donation camps organized in the Company premises.

In the area of employability, your Company conducted training programme to impart training in trades like fitter, welder, electrician, machinist, etc. During the period under review, 58 youths were made employable under this scheme. The Company provided internship to a number of engineering and management students with the aim of the providing them work experience which would enhance their employment prospects. The Company provided vocational training to 23 women residing in the neighbourhood with the help of TRF Ladies Association at their Astitva –a womens centre. It trained and enabled the women through its short term courses on skills like stitching, embroidery, tailoring etc, enabling them to supplement their family income. The vocational training was given to them with the aim of preparing them to earn livelihood and thus empower them to contribute to the socio- economic mainstream.

14.0 Environment

Although, the operations of your Company at Jamshedpur, and at its construction sites, are basically non-polluting in nature, adequate precautions are taken to comply with all regulatory requirements in this regard at all locations and construction sites. In addition to ensuring compliance with the legal norms, your Company continues its efforts towards urban beautification and tree plantation. As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant particulars are given in the annexure to this report.

15.0 Corporate Governance

As you are aware, your Company has consistently endeavoured to promote and adopt good corporate governance practices over the years. During the year the corporate governance practices were further aligned with the requirements of Corporate Governance as prescribed by Securities and Exchange Board of India (SEBI). Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance and Auditors Certificate in this regard has been annexed to this report.

16.Dematerialization of Securities

As the members are aware, your Company has made arrangements to dematerialize its securities and has been offering securities in dematerialized form pursuant to the Depositories Act, 1996 through National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). All the applications received for dematerialization have been acted upon and 89.39 % of Companys Share Capital stood in dematerialized form as on March 31, 2011.

17.Industrial Relations

The Directors would like to place on record their sincere appreciation to the Tata-Robins- Fraser Labour Union and the employees for their continued co-operation in maintaining harmonious industrial relations, production and productivity and in the implementation of various initiatives to reduce internal costs and improvements in operational efficiencies.

18. Directors

18.1 Dr. Jamshed J. Irani, Director, retires by rotation at the next Annual General Meeting in accordance with provisions of the Companies Act, 1956 and has expressed his unwillingness for re-appointment.

18.2 Mr. Subodh K. Bhargava, Director, retires by rotation at the next Annual General Meeting in accordance with the provisions of the Companies Act, 1956 and is eligible for re-appointment.

18.3 Mr. Ram Prit Singh, Director, retires by rotation at the next Annual General Meeting in accordance with the provisions of the Companies Act, 1956 and is eligible for re-appointment.

19. Particulars of Employees

A statement giving information about employees of your Company pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, would be made available to the shareholders on request.

20. Additional Information

Additional information required to be disclosed in terms of Notification No. GSR 1029 dated December 31, 1988 issued by the Department of Company Affairs is given in the Annexure to this report.

21. Auditors

The existing Auditors, M/s Deloitte Haskins & Sells (DHS), Kolkata, Chartered Accountants, retire at the next Annual General Meeting and being eligible, offer themselves for re- appointment. Your Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the limits of Section 224(1B) of the Companies Act, 1956. Members are requested to appoint Auditors for the financial year 2011-12 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.

22. Acknowledgement

Directors place on record their deep appreciation for the continued support received during the year from the shareholders, customers, suppliers and associates, banks, financial institutions, collaborators, the Workers Union, other authorities and the employees of your Company.

On behalf of the Board of Directors

Kolkata, Dr. Jamshed J. Irani

May 12th, 2011 Chairman


Mar 31, 2010

The Directors are pleased to present their Forty-seventh Annual Report and the audited statements of Accounts for the year ended March 31, 2010.

1.0 Financial Results (Rupees in lakhs)

TRF (Stand alone) TRF (Consolidated)

Previous Previous

Year Year

Net Sales & Services / Income from Operations 649,94.95 531,65.64 865,91.86 723,79.98

Other income 3,65.31 9,18.67 12,37.10 2,69.76

Total income 653,60.26 540,84.31 878,28.96 726,49.74 Expenditure:

a) (Increase)/Decrease in Inventories and

Contracts in progress (16,16.29) 5,27.47 (13,99.99) (6,91.69)

b) (i) Consumption of raw materials & Components 361,31.61 277,03.49 508,44.79 421,41.82 (ii) Payment to sub- contractors 101,29.79 75,95.28 103,38.55 77,74.54

c) Employee Costs 43,08.51 37,50.60 69,14.10 56,92.68

d) Operations administration and selling expenses 77,40.11 53,78.63 118,08.19 87,35.90

e) Total Expenditure (a to d) 566,93.73 449,55.47 785,05.64 636,53.25 Profit before interest, depreciation,

exceptional/extraordinary items and tax 86,66.53 91,28.84 93,23.32 89,96.49

Interest 9,72.82 5,78.51 12,50.76 7,66.19 Profit before depreciation,

exceptional/extraordinary items and tax 76,93.71 85,50.33 80,72.56 82,30.30

Depreciation 3,19.50 1,89.80 6,11.60 3,82.62

Profit/(Loss) before except ional/extraordinary items and tax 73,74.21 83,60.53 74,60.96 78,47.68

Amount transferred to Capital Account - - (1,07.01) - Profit before exceptional/ extraordinary items and after

amount transferred to Capital Account 73,74.21 83,60.53 75,67.97 78,47.68 Exceptional/Extraordinary items [gain/(loss)]:

Prior period items (2,39.91) (13,31.78) (1,81.20)(13,31.78)

Profit / (Loss) before tax 71,34.30 70,28.75 73,86.77 65,15.90

Provision for Taxation for the year 25,75.00 24,13.73 26,61.38 24,04.89

Provision for Deferred Tax liability (1,58.57) 20.19 (1,51.47) 20.19

Provision for Fringe Benefit Tax - 42.00 - 42.00

Profit/(Loss) after tax 47,17.87 45,52.83 48,76.86 40,48.82

Less: Minority Interest - - 2,04.80 -

Profit after minority interest 47,17.87 45,52.83 46,72.06 40,48.82

Add: amount brought forward from previous year 18,02.03 20,21.68 10,55.19 17,78.85

Disposable Profit 65,19.90 65,74.51 57,27.25 58,27.67

Appropriations:

(a) Proposed Dividend 8,25.33 6,60.26 8,25.33 6,60.27

(b) Tax on Dividend 1,37.08 1,12.21 1,38.32 1,12.21

(c) General Reserve 40,00.00 40,00.00 40,00.00 40,00.00 Balance carried forward 15,57.49 18,02.03 7,63.60 10,55.19

65,19.90 65,74.51 57,27.25 58,27.67

2.0 Dividend

The Directors recommend payment of dividend of 75% for the year ended March 31, 2010 on the post bonus capital (previous year: 120% on the pre bonus capital), if approved by the shareholders at the ensuing Annual General Meeting.

3.0 Increase in Authorized Capital

During the financial year your Company has increased its authorized Capital from Rs. 150,000,000/- (Rupees fifteen crores) to Rs. 300,000,000/- (Rupees thirty crores) only.

4.0 Issue of Bonus Shares

During the financial year your Company has allotted bonus Equity Shares in 1:1 ratio to its existing Equity Shareholders. After allotment of bonus Shares the Paid-up Share Capital of your Company is Rs. 110,044,120/- (Rupees eleven crores forty four thousand one hundred and twenty) only.

5.0 Issue of Commercial Papers

During the financial year your Company has issued Commercial Papers worth Rs. 150,000,000/- (Rupees fifteen crores) only.

6.0 Credit Rating

During the financial year your Company has got its credit rating done for Short Term Debt including Commercial Papers, by CARE. CARE has assigned ‘PR1+ rating to the proposed issue of Commercial Papers, for an amount of Rs. 90.00 crores. This rating is the highest given to any Indian company, in our field of business.

7.0 Operations

7.1 During the financial year 2009-10 performance of your Company was as follows:

- Total income at Rs. 878,29 lakhs, (Previous Year Rs. 726,50 lakhs);

- Profit before tax at Rs. 73,87 lakhs, (Previous Year Rs. 65,16 lakhs);

- Profit after tax at Rs. 48,77 lakhs, (Previous Year Rs. 40,49 lakhs);

- Earning Per Share as on March 31, 2010 was Rs. 42.46 (Previous Year as on March 31, 2009 was Rs.36.79);

- All time high production of Rs. 200,00 lakhs, (Previous Year Rs. 160,00 lakhs);

7.2 The order book position at the end of the year was healthy.

7.3 During the financial year 2009-10 following major projects were in progress:

a) Coal Handling Plant for 3 x 500 MW Power Plant at Indira Gandhi Super Thermal Power Plant; Aravali;

b) Iron Ore Crushing & Conveying Plant at NMDC, Bailadilla;

c) Coal Handling Equipment supply to Tata Projects Limited for “Balance of Plant” MAHAGENCO, Bhusawal;

d) Coal Handling Plant for 2 x 600 MW Power Plant for DVC, Raghunathpur.

8.0 Subsidiaries

Subsidiaries Performance

8.1 YORK Group

During the year, the Automobile industry was affected by the global recession. The first half of the year was extremely difficult with all key markets curtailing capex spending resulting in very low economic activity, but the second half of the year has shown a recovery.

In India, York products command a premium over competition because of their brand value and product quality. Their presence in India was enhanced with a larger sales and service force. Many new OEM customers were acquired during the year. York expanded its spare parts network by increasing the distributors and service outlets. York also increased its market share in Australia, South Africa, Indonesia and Thailand by expanding its customer base. To provide better services and ensure availability of genuine spare parts to the customers, York set up the Group Application and Service department in Singapore.

During the year, the Company launched MFL (Maintenance Free Longlife bearing) axle at the Brisbane Show in May 2009. Another product, 25T mechanical suspension was exhibited at the Melbourne Show in March 2010. These products were developed by Yorks in-house R&D department. These products are expected to increase Yorks revenue in Australia & Indonesia and improve profitability. In January 2010, York participated at the Auto Expo in New Delhi and introduced four new products, suited for mining, ports, ODC segments and off road applications.

In October 2009, York has set up a new facility in Shanghai, China to increase its manufacturing capacity and to make the products more competitive. To cater to the expected steep growth in the trailer Industry as well as to meet the increased demand of York products in India, the Company has planned to set up a green field manufacturing Plant in India.

8.2 Adithya Automotive Applications

On June 1, 2009, your Company has entered into a Joint Venture Agreement with Tata Capital Limited and Jasper Industries Private Limited to form a Joint Venture, viz. Adithya Automotive Applications Private Limited (“AAA”). Your Company holds 51% Equity Stake in this Joint venture. “AAA” is engaged in the business of automotive applications to provide end to end solutions through fabrication and machining for vehicles to be used as tippers, load bodies, refrigerated bodies etc.

The company started its first year of operations in November 2009 and during the year it supplied tipper bodies to its major customer Tata Motors. AAAs own manufacturing facilities located close to the Tata Motors Lucknow plant will be ready for operation during the second quarter of the current fiscal year.

8.3 DLT Group

On July 7, 2009 your Company has acquired 51% Equity Shares (77,676,137) of Dutch Lanka Trailer Manufacturers Limited based at Sri Lanka, at a consideration of USD 8.67 million (equivalent to Rs. 4203.22 Lakhs), through its wholly owned Subsidiary TRF Singapore Pte. Limited. Remaining 49% Equity Shares of DLT is subject to a Put & Call option. Put option can be exercised on or after October 1, 2011 and the call option can be exercised any day. The Company (DLT) has inherent strength of a good brand in Port Trailers across 30 countries and also significant presence in Road Trailers in South Asian markets.

The Sri Lankan operations depend primarily on exports. During the year the performance of DLT in Sri Lanka was impacted adversely due to overall economic slowdown and consequential postponement of investments all over the world, especially in ports and other infrastructure projects.

DLT has moved its manufacturing operations to a newly constructed workshop near Colombo. DLT now has a capacity to produce over 4200 Trailers per year. Going forward the company has aggressive growth plans to improve its business by reaching out in new markets and adding new products. Continued good business sentiments in India, South Asia and growing Africa demand will be focus markets.

Dutch Lanka Engineering (Private) Limited, a 100% subsidiary of DLT in Sri Lanka is engaged in repairs, maintenance and service business of trailers in Sri Lanka, has improved its performance, whereas DLT LLC OMAN, a subsidiary of DLT in Oman which manufactures and sells trailers in middle-east countries, was impacted due to overall economic slowdown. Through its joint venture with Tata International Limited in India known as TATA-DLT, it produces the largest number of Road Trailers in India.

A list of the Companys subsidiaries is given in Page No. 90 of this Report.

9.0 Exports

During the year, your Company earned foreign exchange worth Rs. 326,57.97 lakhs through exports, including deemed exports of Rs. 325,65.02 lakhs, as against previous years earnings through exports (including deemed exports) of Rs. 165,46.34 lakhs.

10.0 Audit Report

The Auditors in their report to the members have commented on the misstatement on the financial reporting perpetrated on the Company. Such wrong costs and consequential revenue recorded have been reversed in the current year. Your Company has initiated an investigation into the matter and will take appropriate corrective action to improve the systems and processes.

11.0 Management Discussions and Analysis

Management Discussion and Analysis Report is set out as a separate Annexure to this Report.

12.0 Fixed Deposits

As in the previous year, your Company has not accepted/ renewed any fixed deposits during the year. All deposits have matured and 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).

13.0 Business Excellence & Quality

13.1 Business Excellence

Your Company is a signatory of the Tata Brand Equity and Business Promotion (BEBP) Agreement with Tata Sons Ltd. The agreement entails complying with the Tata Group Policies, Tata Code of Conduct (TCOC), and conducting business as per the Tata Business Excellence Model (TBEM). During the year, your Company scored 530 points (out of maximum of 1000) in the TBEM assessment (Previous Year 504 Points), and committed to further improvements.

Numerous actions have been taken to further improve business processes:

- Greater thrust on ‘safety related issues (including training to contract workmen);

- Large no. of important projects have been completed by Quality Circles;

- Participation of workmen in knowledge sharing sessions (Manthan) at Tata Steel;

- Major initiatives during the year were as follows:

- SAP Up-gradation

- Implementation of TOC-CCPM (Theory of Constraints - Critical Chain Project Management) at BMHS and P&YE Divisions

- Six-sigma / Flow Control System at BMHE Division.

13.2 Quality

Recertification of ISO 9001-2000 Version is being obtained by various divisions of your Company as and when due.

14.0 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 -

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

14.2 they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements 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 the relevant period;

14.3 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 your Company and for preventing and detecting fraud and other irregularities;

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

15.0 Corporate Social Responsibility

15.1 Further to the adoption of the Code for Affirmative Action by TRF, your Company continued with its policy of undertaking upliftment activities for the benefit of the members of the SC/ ST section of the community and to enable them to realize their potential as productive members of the society.

Your Company, with the commitment and voluntary support of its employees and the TRF Ladies Association, a registered body and an organization of TRF Officers wives, carried out numerous programmes to improve the quality of life of the community with which it is identified. The beneficiaries were from the villages surrounding TRF Nagar, your Companys residential colony. The Company has identified the residents of these villages, which constitutes mostly of SC and ST members, as the key stakeholder group.

The TRF Ladies Association continued to identify, facilitate and sponsor the vocational training of children belonging to SC/ ST sections of society, under the Companys Affirmative Action Policy. During this period, training was provided in various disciplines to a number of youths from this section of society to increase their employability.

Your Company continued its support to “Akshar”, a school run for the underprivileged children. Housed in TRF Nagar, the school continued to empower the community through its literacy programme. In addition to providing basic education, the school run by TRF Ladies Association, provides stationery and a nutritious mid-day meal to the children. Health check up as and when required and medicines are given to the students by the Ladies Association. During the year a number of children from these communities were enrolled in the school. In addition, the TRF Ladies Association started a new initiative whereby it facilitated the education of five visually impaired children from low income families located in the neighboring community.

5.2 Your Company along with the TRF Ladies Association successfully

carried out its women empowerment programme through ‘Astitva, its Mahila Kendra – a centre for women empowerment. It trained and enabled several women from the neighboring community through its short term courses on skills development, with the objective to enable them supplement their family earning.

15.3 The Companys commitment to the surrounding community on providing health support services continued during the period under review. It conducted a free health check-up camp and distributed medicines to the people residing in the vicinity of the Company premises. Your Company conducts Free Cataract Operation Camps with Lens implantation (IOL) for the under privileged every year. In the year 2009-10, 135 free cataract operations were conducted. Your Company along with the support of its employees actively participated in the pulse-polio immunization organized under the pulse polio eradication programme of the Government of India. This programme covered 209 children from the surrounding community.

15.4 During the year, your Company conducted two Blood Donation Camps which received an overwhelming response from the employees and their families. 405 units of blood were collected and handed over to the Jamshedpur Blood Bank.

15.5 Your Company continued to conduct its fortnightly health clinic programme at Birsanagar, Jamshedpur. For the past four years, a free fortnightly health clinic is being run in Birsanagar where along with TRF Doctors, the TRF Ladies Association has been extending OPD facilities to the patients and providing free medicines. The response from the community has been overwhelming.

15.6 Your Company continued to support the Valley View School (affiliated with

CBSE), nestled in TRF Nagar, Jamshedpur a leading school in the city, to provide quality education to over 1450 children each year and to groom the students to become responsible and disciplined citizens.

15.7 During the year, your Company donated two tube wells to a High School in Birsanagar area and to the residents of Birsanagar Zone II. It also provided sanitation and potable water facilities to the residents of the ‘bustee adjoining the TRF Works. In line with the Tata Group Philosophy, TRF Ladies Association is actively working in the area of “Climate Change”, and have started a rain water harvesting project in TRF Nagar to improve the water table in adjacent bustees, thereby increasing availability of water to the bustees throughout the year.

16.0 Environment

Although, the operations of your Company at Jamshedpur, and at its construction sites, are basically non-po lluting in nature, adequate precautions are taken to comply with all regulatory requirements in this regard at all locations and construction sites. In addition to ensuring compliance with the legal norms, your Company continues its efforts towards urban beautification and tree plantation. As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant particulars are given in the annexure to this report.

17.0 Corporate Governance

As you are aware, your Company has consistently endeavored to promote and adopt good corporate governance practices over the years. During the year the corporate governance practices were further aligned with the requirements of Corporate Governance as prescribed by Securities and Exchange Board of India (SEBI). Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance and Auditors Certificate in this regard has been annexed to this report.

18.0 Dematerialization of Securities

As the members are aware, your Company has made arrangements to dematerialize its securities and has been offering securities in dematerialized form pursuant to the Depositories Act, 1996 through National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). All the applications received for Dematerialization have been acted upon and 71.50% of Companys Share Capital stood in dematerialized form as on March 31, 2010.

19.0 Industrial Relations

The Directors would like to place on record their sincere appreciation to the Tata-Robins- Fraser Labour Union and the employees for their continued co-operation in maintaining harmonious industrial relations, production and productivity and in the implementation of various initiatives to reduce internal costs and improvements in operational efficiencies.

20.0 Directors

20.1 Mr. B. D. Bodhanwala, Director, retires by rotation at the next Annual General Meeting in accordance with provisions of the Companies Act, 1956 and is eligible for re-appointment.

20.2 Mr. R. V. Raghavan, Director, retires by rotation at the next Annual General Meeting in accordance with the provisions of the Companies Act, 1956 and is eligible for re-appointment.

20.3 Mr. Dipankar Chatterji, Director, retires by rotation at the next Annual General Meeting in accordance with the provisions of the Companies Act, 1956 and is eligible for re- appointment.

20.4 Mr. Sudhir Deoras has been re-appointed as Managing Director for a further period of three years with effect from April 01, 2010.

21.0 Particulars of Employees

A statement giving information about employees of your Company pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, would be made available to the shareholders on request.

22.0 Additional Information

Additional information required to be disclosed in terms of Notification No. GSR 1029 dated December 31, 1988 issued by the Department of Company Affairs is given in the Annexure to this Report.

23.0 Auditors

The existing Auditors, Messers Deloitte Haskins & Sells (DHS), Kolkata, Chartered Accountants, retire at the next Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the limits of Section 224(1B) of the Companies Act, 1956. Members are requested to appoint Auditors for the financial year 2010-11 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.

24.0 Acknowledgement

Directors place on record their deep appreciation for the continued support received during the year from the shareholders, customers, suppliers and associates, banks, financial institutions, collaborators, the Workers Union, other authorities and the employees of your Company.

On behalf of the Board of Directors Dr. Jamshed J. Irani Chairman

Kolkata, May 29, 2010