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Directors Report of TRF Ltd.

Mar 31, 2023

The Board of Directors hereby present the 60^th Annual Report of TRF Limited (âTRFâ or âCompanyâ), along with the summary of standalone and consolidated financial statements for the financial year ended March 31,2023.

1. Financial Results

(Rs. in Lakh)
Particulars	TRF (Standalone)		TRF (Consolidated)
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from operations	17,710.24	12,713.76	17,710.24	12,713.76
Other income	4,855.20	2,067.35	4,912.24	2,079.77
Total income from operations	22,565.44	14,781.11	22,622.48	14,793.53
Total expenses excluding finance costs & depreciation	11,783.04	13,023.94	11,861.89	13,100.61
Profit/(loss) from operations before finance costs, depreciation and exceptional items	10,782.40	1,757.17	10,760.59	1,692.92
Finance cost	2,474.69	3,061.36	2,475.06	3,061.89
Depreciation	201.43	241.56	201.43	241.56
Profit/(loss) before exceptional items and tax	8,106.28	(1545.75)	8,084.10	(1,610.53)
Exceptional items	-	(489.20)	-	-
Profit/(loss) before tax	8,106.28	(2,034.95)	8,084.10	(1,610.53)
Tax expense	(669.59)	-	(668.24)	(1.10)
Net profit/(loss) after tax from continuing operations	8,775.87	(2,034.95)	8,752.34	(1,609.43)
Profit/(loss) after tax from discontinuing operation	-	-	105.56	(694.74)
Profit/(loss) after tax for the Year	8,775.87	(2,034.95)	8,857.90	(2,304.17)
Other comprehensive income	(47.51)	(241.21)	600.34	0.72
Total comprehensive income	8,728.36	(2,276.16)	9,458.24	(2,303.45)

2. Dividend

In view of accumulated losses during the previous years, the Board of Directors (âBoardâ) does not recommend any dividend to the shareholders of the Company.

3. Transfer to Reserves

In view of the accumulated losses incurred by the Company during the previous years, the Board of Directors has decided to retain the entire amount of profit for the Financial Year 2022-23 in the statement of profit and loss.

4. Capex and Liquidity

During FY 2022-23, the Company incurred a capital expenditure of ''78.04 lakhs for office equipments and plant & machinery which has been funded through internal accruals.

The Companyâs liquidity position is ''220.17 lakhs as on March 31,2023.

5. Change in Share Capital

During the year under review, the Company increased its authorized share capital from ''280 crore (Rupees Two Hundred Eighty crore only), divided into '' 30,00,00,000 (Rupees Thirty crore only) equity share capital and ''250,00,00,000 (Rupees Two Hundred Fifty crore only) preference share capital to ''550 crore (Rupees Five Hundred Fifty crore only) comprising '' 30,00,00,000 (Rupees Thirty crore only) equity share capital and '' 520,00,00,000 (Rupees Five Hundred Twenty crore only) preference share capital.

Further, the Company has also issued and allotted 2,50,00,000, 11.25% Non-cumulative, Optionally Convertible Non-participating Redeemable Preference Shares of ''10 each and 23,90,00,000, 12.17% (effective yield) Noncumulative Non-convertible Non-participating Redeemable Preference Shares , of ''10 each, on private placement basis to its promoter company i.e., Tata Steel Limited, aggregating to ''25 crore and ''239 crore, respectively.

Except as mentioned above, the Company have not issued any other shares or instruments convertible into equity shares of the Company or with differential voting rights, during FY 2022-23.

6. Management Discussion and Analysis

The Management Discussion and Analysis as required in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (âSEBI Listing Regulationsâ) is annexed as Annexure - 1 to this Report.

7. State of affairs and financial performance Health and Safety

The Safety and well-being of our people is paramount to achieve a âzero harmâ workplace. The Company has in place a robust set of safety practises and an adequate safety infrastructure based on applicable standards, to ensure safe working environment. Emphasis are being laid down on safety trainings, mass campaigns, popularising of safety procedures and implementation of robust systems.

The Company has also taken a special drive to improve safety of its business partners and their employees through Safety Induction Training, Medical Examination, Eye Check-ups and Vertigo Test. To assess and improve the safety of our employees and business partners, competency based audits were conducted periodically and the improvement areas identified based on the aforesaid audits, are now being addressed.

The Company maintained Zero Fatality during the period under review, though there were two instances of Loss Time Injuries (LTIs) reported during FY23.

Operational and financial performance

Human Resource (âHRâ) development, employee motivation and engagement continue to be key focus areas for the Company. Key interventions & initiatives undertaken to improve and strengthen our HR related processes and systems, inter alia, included reviewing of skill and competency of manufacturing workforce in line with the requirement of future business, gaps identified for training & development and capability building program for development of critical skills initiated in collaboration with JN TATA Vocational Training Institute (âJNTVTIâ) and Tata Steel Limited (âTSLâ). Further, to strengthen governance and compliance âonline Contract Labour Management Systemâ has been implemented.

During FY23, a total of 1244 MT (metric tonne) of finish goods were manufactured for TSL. Some of the major equipment manufactured during FY23 included, EOT Crane (manufactured for the first time), Plough Feeder, Hammer Mill, Scrap Box, Scrap Buckets, Pusher ram assembly, camshaft assembly, etc.

Further, long held-up material inventory were reduced by over 50% in FY23 through focussed initiatives and continuous engagement with the customers. Despite challenges, we continued to move forward and made significant progress towards completion of some of the major projects, which included, successful completion of performance guarantee test at Nabinagar, Vizag steel plant, BHEL-Meja & DVC, Raghunathpur.

In addition to the above, some of the notable achievements during FY23 includes; Bank Guarantee reduction by 36% over the previous year, extra claim settlement of ''18 crore, Waiver of Liquidated Damages of ''10 crore, etc.

Though collection of old debtors remains challenging because of legacy nature of projects and orders, and other underlying contractual issues, yet, with its sustained engagement and extensive follow-up with customers, the Company collected ~''209 crore in FY23. The Company has also repaid all its external borrowings and Inter Corporate Deposit (âICDâ) in FY23.

Financial Performance

On a standalone basis, the total income from operations of your Company during the FY 2022-23 was '' 225.65 crore (previous year was ''147.81 crore). Profit before tax for the year was '' 81.06 crore (previous year loss before tax was '' 20.35 crore). This turnaround was possible mainly due to support from TSL by way of fund infusion and capacity utilization arrangements.

On a consolidated basis, the total income from operations of your Company during the year stood at '' 226.22 crore (previous year was '' 147.94 crore), whereas the profit before tax for the year was '' 80.84 crore (previous year loss before tax was '' 16.11 crore). The total comprehensive profit for the year was '' 94.58 crore (previous year total comprehensive loss was '' 23.03 crore).

Operations and performance of subsidiary companies

â¢ Dutch Lanka Trailer Manufacturers Ltd., Sri Lanka (DLT)

DLT, based in Sri Lanka, manufactures and exports Ports and Road Trailers, globally.

During the year under review, the consolidated turnover of DLT Group was '' 75.77 crore as compared to '' 82.35 crore in the previous year. The consolidated profit before tax of DLT Group from operation for FY 2022-23 was '' 13.37 crore as compared to a loss of '' 4.93 crore in FY 2021-22.

8. Subsidiaries, Joint Ventures and Associates

The Company has two wholly-owned direct foreign subsidiaries and two step-down wholly-owned foreign subsidiaries as on March 31, 2023. During the year under review, the Board of Directors reviewed the affairs of material subsidiaries. There has been no material change in the nature of the business of the subsidiaries.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (âActâ), the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of this Annual Report. Further, the report on the performance and financial position of each subsidiary of the Company along with a statement containing the salient features of its financial statements in the prescribed Form AOC-1 is annexed to this Report as Annexure - 2.

Further, pursuant to the provisions of Section 136 of the Act and the amendments thereto, read with the SEBI Listing Regulations, the audited financial statements of the Company, including consolidated financial statements and related information of the Company and financial statements of the subsidiary companies, are available on the website of the Company at https://trf.co.in/investors-relations/financial-statement-of-subsidiaries/

As on March 31, 2023, the Company does not have any joint venture and associate company. Further, there has been no change in the status of the Companyâs subsidiaries during FY 2022-23.

9. Credit Rating

During the year, CARE Ratings has upgraded the rating of the Company at A- with outlook positive.

10. Material changes post closure of the Financial Year

There were no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate i.e., March 31, 2023, and the date of this Report.

11. Directorsâ Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant Board Committees, including Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the FY 2022-23.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that:

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

ii. they have selected such accounting policies and 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 the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

12. Directors

The year under review saw the following changes to the Board of Directors (âBoardâ) of the Company:

Induction to the Board

On the recommendation of the Nomination and Remuneration Committee, the Board appointed:

â¢ Mr. Sanjib Nanda (DIN: 01045306) as an Additional Director (Non-Executive, Non-Independent) of the Company effective December 17, 2022, subject to the approval of the Shareholders of the Company. On February 1,2023, the Shareholders of the Company, by way of an Ordinary Resolution, passed through postal ballot notice dated December 30, 2022, regularised the appointment of Mr. Nanda as a Non-Executive Director of the Company, liable to retire by rotation. Mr. Nanda brings to the Board his extensive knowledge in the areas of Capital Markets, Treasury, Corporate Finance & Banking, Strategy, M&A and Finance Transformation projects.

â¢ Mr. Umesh Kumar Singh (DIN: 08708676) as an Additional Director (Executive) and Managing Director of the Company for a period of three (3) years effective October 1, 2022 through September 30, 2025, subject to the approval of the Shareholders of the Company. On February 1,2023, the Shareholders of the Company, by way of a Special Resolution, passed through postal ballot notice dated December 30, 2022, approved the appointment of Mr. Singh as the Managing Director of the Company for the abovementioned tenure. Mr. Singh brings to the Board his extensive knowledge and experience in Procurement Management, Project Management and Supply Chain Management.

Re-appointment of Director retiring by rotation

In terms of the provisions of the Companies Act, 2013, Mr. Avneesh Gupta (DIN: 07581149), Director of the Company, retires at the ensuing AGM and being eligible, seeks re-appointment. The necessary resolution for re-appointment of Mr. Gupta as a Director forms part of the Notice convening the ensuing AGM scheduled to be held on August 17, 2023.

The profile and particulars of experience, attributes and skills that qualify Mr. Gupta for Board membership are disclosed in the said Notice.

Cessations

During the year under review, the following Directors ceased to be the Members of the Board:

â¢ Mr. T.V. Narendran ceased to be a Non-Executive, Non-Independent Director and Chairman of the Board effective December 16, 2022.

â¢ Mr. Koushik Chatterjee, stepped down as a Member ofthe Board effective December 16, 2022.

â¢ As per the terms of his appointment, Mr. Sabyasachi Hajara (DIN: 00004485), completed his second term as an Independent Director on December 2, 2022 and accordingly ceased to be an Independent Director and Member of the Board of Directors of the Company.

â¢ Mr. Alok Krishna (DIN: 08066195) stepped down as the Managing Director and Director from the Board ofthe Company effective September 30, 2022 to take up similar position with Tata Steel Group.

The Board of Directors place on record their deep appreciation for the wisdom, knowledge and guidance provided by Mr. Narendran, Mr. Chatterjee, Mr. Hajara, and Mr. Krishna, during their respective tenure as Board Members of the Company.

Election of Chairman of the Board

During the year under review, Mr. T.V. Narendran stepped down as a Director and Chairman of the Board effective December 16, 2022. Subsequently, Mr. Avneesh Gupta was elected as the Chairman of the Board effective December 17, 2022. The Board placed on record its sincere appreciation for the valued contributions made by Mr. T.V. Narendran during his tenure as Chairman of the Board.

Independent Directors Declaration

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meet the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

Further, the Independent Director(s) is/are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act, and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with The Indian Institute of Corporate Affairs.

Key Managerial Personnel

Pursuant to the provision of Section 203 of the Act, the Key Managerial Personnel (âKMPâ) of the Company as on March 31,2023 are as under:

S.N.	Name of the KMP	Designation	Date of Appointment
1	Mr. Umesh Kumar Singh	Managing Director	October 1,2022
2	Mr. Anand Chand	Chief Financial Officer	November 16, 2021
3	Mr. Prasun Banerjee	Company Secretary	August 3, 2021
During the year under review, there has been no change in the KMPs of the Company, except as mentioned below:
S.N.	Name of the KMP	Designation	Date of Cessation
1	Mr. Alok Krishna	Managing Director	September 30, 2022

The Board places on record its sincere appreciation for the valued contribution made by Mr. Alok Krishna during his tenure as Managing Director of the Company.

13. Meetings of the Board and Committees of the Board

Six (6) meetings of the Board were held during the year under review on May 23, 2022, August 4, 2022, September 22, 2023, November 3, 2022, February 9, 2023 and March 31, 2023 respectively. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. The Committees of the Board usually meet the day before or on the day of the Board meeting or whenever the need arises for transacting business. Details of composition of the Board and its Committees as well as details of Board and Committee meetings held during the year under review and Directors attending the same are given in the Corporate Governance Report forming part of the Annual Report FY 2022-23.

14. Familiarisation Programme for Directors

As a practice, all new Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the new Directors with the Companyâs business operations.

Further, all new Independent Directors (IDs) at the time of appointment are issued a letter of appointment explaining their role, duties and responsibilities as IDs of the Company. A policy on familiarization programme for IDs has been adopted by the Company, the details of which are available on the website of the Company at https://trf.co.in/wp-content/uploads/2023/02/Familiarisation-Program-FY23.pdf.

15. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors, pursuant to the provisions of the Act and the SEBI Listing Regulations. During the process, the Board sought feedback from Directors on various aspects of governance and performance which includes Board structure and composition, frequency of Board Meetings, participation in the long-term strategic planning, contribution to and monitoring of corporate governance practices and the fulfilment of Directorsâ obligation and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. The above aspects are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meeting with the Independent Directors (âIDsâ) and the Chairman of Nomination and Remuneration Committee (âNRCâ) had one-on-one meeting with the Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directorsâ inputs on effectiveness of the Board/Committee processes.

Further, in a separate meeting of the IDs, the IDs reviewed the performance of Non-Independent Directors, the Board as a whole and Chairman of the Board, after considering the views of Executive and other Non-Executive Directors. The NRC reviewed the performance of the individual Directors and the Board as a whole.

In the Board meeting that followed the meeting of the Independent Directors and the meeting of NRC, the performance of the Board, its Committees, and individual Directors were discussed.

16. Remuneration policy for the Board and Senior Management

Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for the Directors, Key Managerial Personnel and all other employees of the Company.

The salient features of the Policy are:

1. It lays down parameters on the recommendation, distribution, and criteria for annual commission to be paid to the Independent Directors and Non-Executive Directors.

2. It lays down parameters for remuneration payable to the Managing/Whole-time Director(s)

3. It lays down the parameters for the components of the remuneration (including fixed pay, retiral benefits, variable pay, perquisites, retirement benefits) to be given to the Executive Directors, KMPs, Senior Management and rest of the employees.

During the year under review, there has been no change to the Policy. The Policy is available on the website of the Company at https://trf.co.in/wp-content/uploads/2020/04/Policy-on-directors-KMP-and-employee-remuneration.pdf

In view of the previous accumulated losses, other than the sitting fees for attending meetings, the Company at present does not pay any remuneration to the Independent Directors of the Company. The details of remuneration forms part of the Corporate Governance Report, which is a part of this Annual Report.

17. Pecuniary Relationships or transactions

Throughout the reviewed year, the Company had no financial connections or dealings with any of its Non-Executive Directors except for payment of sitting fees to the Independent Directors for attending meetings.

18. Internal Financial Control Systems and their adequacy

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 commensurate with the nature of the business of the Company, its scale, size and complexity of the operations and such internal financial controls with reference to the Financial Statements are adequate. The controls based on the prevailing business conditions and processes have been tested during the year and no reportable material weakness in the design or effectiveness was observed. The framework on Internal Financial Control over Financial Reporting has been reviewed by the internal and statutory auditors.

The Audit Committee has also reviewed the effectiveness of internal controls and compliance control, related party transaction, the status of IFC and Key Accounting Controls.

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

19. Committees of the Board Audit Committee

The primary objective of the Audit Committee is to monitor and provide effective supervision of the Managementâs financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee comprises of Mr. Krishnava Dutt (Chairperson), Mr. Ranaveer Sinha, Dr. Ansuman Das and Mr. Sanjib Nanda. The Committee met five (5) times during the year under review, the details of which are given in the Corporate Governance Report, forming part of this Annual Report.

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

Nomination and Remuneration Committee (âNRCâ)

The NRC oversee the Companyâs nomination process including succession planning for the senior management and the Board. The Committee comprises Mr. Ranaveer Sinha (Chairperson), Dr. Ansuman Das and Mr. Avneesh Gupta. The Committee met three (3) times during the year under review, the details of which are given in the Corporate Governance Report.

There has been no instance where Board has not accepted the recommendation of the Nomination and Remuneration Committee during the year under review.

Stakeholders Relationship Committee (âSRCâ)

The SRC considers and resolves the grievances of our shareholders. The Committee comprises Mr. Ranaveer Sinha (Chairperson), Ms. Ramya Hariharan and Mr. Umesh Kumar Singh. The Committee met once during the year under review, the details of which is given in the Corporate Governance Report.

20. Auditors Statutory Auditors

Members of the Company at the 54^th Annual General Meeting (âAGMâ) held on July 27, 2017, approved the appointment of Price Waterhouse & Co. Chartered Accountants LLP (Registration No. 304026E/E300009) (âPWâ), Chartered Accountants, as the statutory auditors of the Company.

Further, the Members of the Company at the 59^th AGM held on August 30, 2022, approved re-appointment of M/s Price Waterhouse & Co Chartered Accountants LLP (Firm Registration No. 304026E/E-300009) (âPWâ), Chartered Accountants, as the statutory auditors of the Company, for a second term of five years commencing the conclusion of the 59^th AGM held on August 30, 2022 until the conclusion of the 64^th AGM of the Company to be held in the year 2027.

The report of the Statutory Auditors forms part of the Annual Report 2022-23. The said report does not contain any qualification, reservation, adverse remark or disclaimer.

Reporting of Fraud

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

Cost Auditors

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.

The Cost Audit Report of the Company for the financial year ended March 31,2022 was filed by the Company in XBRL mode with Ministry of Corporate Affairs on June 11,2022.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the appointment of M/s Shome & Banerjee (Firm Registration No. 000001) as the Cost Auditors of the Company for conducting cost audit for the financial year ending March 31,2024.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board, based on the recommendation of the Audit Committee, approved a remuneration of ''3.50 lakh (Rupees Three Lakh and Fifty Thousand only) plus applicable taxes and reimbursement of out-ofpocket expenses payable to the Cost Auditors for conducting cost audit of the Company for FY 2023-24, subject to ratification by the Members of the Company. The same is placed for ratification of Members and forms part of the Notice of the AGM.

Secretarial Auditors

Section 204 of the Act, inter alia, requires every listed company to annex to its Boardâs Report, a Secretarial Audit Report, given in the prescribed form, by a Company Secretary in practice.

The Board had appointed M/s D. Dutt & Co., (Reg. no. I2001WB209400), Practicing Company Secretaries, as the Secretarial Auditor to conduct Secretarial Audit of the Company for FY 2022-23 and their Report is annexed to this Report as Annexure-3. There are no qualifications, observations, adverse remarks or disclaimer in the said Report, except that a belated approval of Shareholders sought with respect to appointment of Managing Director was reported, which is self-explanatory and do not call for any further comments.

The Board has also appointed M/s D. Dutt & Co. as Secretarial Auditors to conduct Secretarial Audit of the Company for the FY 2023-24.

21. Risk Management

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to constitute a Risk Management Committee. However, the Audit Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. A brief note on risk management has been covered in the Management Discussion and Analysis, which forms part of this report.

22. Vigil Mechanism and Whistle Blower Policy

The Board of Directors of the Company has adopted a Vigil Mechanism that provides a formal mechanism for all the Directors, employees and vendors and make protected disclosures about any unethical behaviour, actual or suspected fraud or violation of Companyâs code of conduct or ethics to the Ethics Counsellor / Chairman Audit Committee, thereby, ensuring that the activities of the Company are conducted in a fair and transparent manner. No person is denied access to the Chairman of the Audit Committee.

The Companyâs Vigil Mechanism have policies that include the Whistle-Blower Policy for Directors & Employees, the Whistle-Blower Policy for Business Associates, the Whistle-Blower Protection Policy for Business Associates (vendors/customers), Gift and Hospitality Policy (âG&Hâ), the Conflict-of-Interest (âCOIâ) Policy for Employees, the Anti-Bribery and Anti-Corruption (âABACâ) Policy, and Anti-Money Laundering (âAMLâ) Policy. All these policies are available on the website of the Company at https://trf.co.in/corporate/policies-pledges/

During the Financial Year 2022-23, the Company received 9 whistle-blower complaints, of which 8 complaints were investigated and appropriate actions were taken. However, one complaint was pending as on the date of this report.

23. Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees given and investments made during the year under review in accordance with Section 186 of the Act, is annexed to this Report as Annexure - 4.

24. Related Party Transactions

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Companyâs website at https://trf.co.in/wp-content/uploads/2020/03/6Policy-on-Related-Party-Transaction.pdf

During the year under review, all transactions entered into by the Company with its related parties were approved by the Audit Committee and were at armâs length and in the ordinary course of business of the Company. Prior omnibus approvals have been obtained for related party transactions which are of repetitive nature and entered

in the ordinary course of business and on an armâs length basis. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Act. Details of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 are provided in Annexure - 5 to this Report.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of the Annual Report FY 2022-23.

25. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

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

During FY 2022-23, the Company received 1 complaint related to sexual harassment, which has been resolved by taking appropriate actions. There are no pending complaints as on the date of this report.

26. Corporate Social Responsibility (CSR)

Considering that the Company has accumulated losses in the immediately preceding three financial years i.e. FY 2019-20, 2020-21 and 2021-22, the Company was not liable to incur any expenditure towards CSR activities during FY 2022-23.

However, the Company has voluntarily undertaken various CSR initiatives in the areas of education, healthcare and environment protection etc. The Company also encourages its employees to participate in various volunteering activities.

In addition to above, the Company has voluntarily undertaken the following CSR activities during the year under review which, inter alia, include the following:

â¢ Encouraging literacy among children

â¢ Employability training & livelihood

â¢ COVID-19vaccination camp for booster dose

â¢ Navjeevan- Blood donation camp

â¢ Tree plantation at TRF nagar

â¢ Free eye health check-up camp at TRF nagar & adjacent community

â¢ Cleaning of durga puja ground, chhath ghat, minor road repairing and illumination of the area

â¢ Essential items distributed to underprivileged at old age home

â¢ Providing lunch to Leprosy patients at Leprosy ashram

27. Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return of the Company for FY 2022-23, is available on the Companyâs website at https://trf.co.in/investors-relations/ share-holders-information/

28. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure - 6.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Report. Further, the report and the annual accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at [email protected]

29. Corporate Governance

The Corporate Governance Report for FY 2022-23 as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The certificate from a Practicing Company Secretary on compliance(s) with the corporate governance norms forms part of the Corporate Governance Report.

The Company has in place, a code of conduct laid by the Board of Directors for all its Board members and senior management of the Company, which is affirmed by them on an annual basis. In Compliance with the above regulation, the Managing Directorâs declaration confirming compliance with the code of conduct has been made part of this Annual Report.

30. 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 backgrounds and expertise. Characteristics expected of all directors include independence, integrity, high personal and professional ethics, sound business judgment and ability to participate effectively in deliberations. The Company has in place a Policy on Directors appointment including criteria for determining qualifications, positive attributes, and independence of a director.

The salient features of the Policy are:

1. It acts as a guideline for matters relating to appointment and re-appointment of directors.

2. It contains guidelines for determining qualifications, positive attributes of directors and independence of a director.

3. It sets out the approach of the Company on board diversity.

4. It lays down the criteria for determining independence of a director, in case of appointment of an independent director.

The Policy is available on the website of the Company at https://trf.co.in/wp-content/uploads/2020/04/Policy-on-directors-appointment.pdf. During the year under review, there has been no change to the Policy.

31. Significant and Material Orders passed by the Regulators or Courts

There has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs future operations. However, Membersâ attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

32. Amalgamation of TRF Limited into and with Tata Steel Limited

The Board, at its meeting held on September 22, 2022, approved the scheme of amalgamation of TRF Limited (âTRFâ) into and with the Tata Steel Limited (âSchemeâ). The said amalgamation if approved will result in better sustainability, focused growth, operational efficiencies and business synergies.

Upon the scheme coming into the effect, Tata Steel Limited shall without any further application, act, instrument or deed, issue and allot 17 (seventeen) fully paid-up equity shares of nominal value of ''1/- each of Tata Steel Limited to the shareholders of TRF Limited (except the Transferee Company i.e. Tata Steel Limited) for every 10 (ten) fully paid-up equity shares of nominal value of ''10/- each held by the shareholders in the Company, whose names appear in the register of members, including register and index of beneficial owners maintained by a depository/ (ies) under Section 11 of the Depositories Act, 1996 as on the Record Date. As part of the Scheme, the equity and preference shareholding of the Tata Steel Limited shall stand cancelled.

The Company has received the âobservation letterâ dated March 31, 2023 from the National Stock Exchange of India Limited and BSE Limited and has filed an application before the Honâble National Company Law Tribunal, Kolkata Bench for necessary directions. The amalgamation is subject to approval from the shareholders and other regulatory/governmental authorities.

33. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Although the operations of the Company at Jamshedpur and its project sites are non-polluting in nature, adequate precautions are taken by the Company, 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 tree plantation.

As required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details of the energy conservation, technology absorption and foreign exchange earnings and outgo are annexed to this report as Annexure - 7.

34. Deposits

During the year under review, the Company has not accepted any deposits from public in terms of the Act. Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

35. Secretarial Standards

The Company has devised proper systems and processes to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

36. Other disclosure

i. There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

ii. There has been no change in the nature of the business of the Company, as on the date of this Report.

37. Acknowledgements

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

We also thank our Workersâ Union, the Government of India, the State Governments where we have operations and other government agencies for their support and look forward for their continued support in the future.

On behalf of the Board of Directors

Mar 31, 2019

To the Members

The Directors present the 56th Annual Report and Annual Accounts on the business and operations of your Company along with a summary of Standalone and Consolidated Financial Statements for the year ended 31st March, 2019.

A. Financial Results

Figures in Rupees Lakhs

	TRF Standalone		TRF Group
	FYâ19	FYâ18	FYâ19	FYâ18
Revenue from operations	23,705.82	35,395.12	34,919.78	44,177.58
Other income	733.90	535.73	1,166.58	488.57
Total income from operations	24,439.72	35,930.85	36,086.36	44,666.15
Total expenses excluding finance costs & depreciation	32,212.67	50,148.74	42,404.60	58,513.24
Profit/(loss) from operations before finance costs, depreciation and exceptional items	(7,772.95)	(14,217.89)	(6,318.24)	(13,847.09)
Finance cost	6,086.85	4,674.16	6,337.25	4,894.50
Depreciation	339.14	366.75	461.74	499.46
Profit/ (loss) before share of profit/(loss) of joint ventures, exceptional item and tax	(14,198.94)	(19,258.80)	(13,117.23)	(19,241.05)
Share of profit/(loss) from joint ventures	-	-	1,436.07	743.16
Profit/(loss) before exceptional items and tax	(14,198.94)	(19,258.80)	(11,681.16)	(18,497.89)
Exceptional items	3,642.04	2,703.00	1399.11	-
Profit/(loss) before tax	(10,556.90)	(16,555.80)	(10,282.05)	(18,497.89)
Tax expense	-	(1,958.15)	135.37	(1,802.62)
Net profit/(loss) after tax from continuing operation	(10,556.90)	(14,597.65)	(10,417.42)	(16,695.27)
Profit/(loss) after tax from discontinuing operation	-	-	6,931.11	3283.92
Profit/(loss) after tax for the year	(10,556.90)	(14,597.65)	(3,486.31)	(13,411.35)
Other comprehensive income	182.31	0.07	727.37	1,450.45
Total comprehensive income	(10,374.59)	(14,597.58)	(2,758.94)	(11,960.90)

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.

Management Discussion and Analysis

The Management Discussion and Analysis as required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is incorporated herein by reference and forms an integral part of this report (Annexure 1).

B. Economic Outlook

The structural reforms undertaken by the Government, such as implementation of Goods & Service Tax (GST) for widening of tax base, Insolvency & Bankruptcy Code (IBC) and Bank recapitalization for credit growth push, Liberalization of Foreign Direct Investment (FDI) and ease of doing business is expected to provide much needed impetus to expand economic activity. However, external headwinds such as spillover effects of the global trade conflict, geo-political tensions, high crude prices, tightened global financial conditions and weaker rupee will continue to dent investment activity and consumption. The stable political outcome of the forthcoming general elections will provide the necessary boost to capital inflow and investment activity, particularly in Infrastructure sector where the Company operates.

C. Operation and Performance TRF

Your Directors are pleased to inform that the Company has successfully completed the Performance Guarantee test, obtained operational acceptance and partial COF (Completion of Facilities) Certificate at NTPC Barh Project. The Company has achieved contract closure of NTPC Mouda.

Through concerted and vigorous efforts, the Company has been able to collect nearly Rs. 34 crore in retention money against existing major projects this year. The Company has also been able to substantially reduce its overall Bank Guarantee exposure to Rs. 327 crore as of March 31, 2019 from Rs. 534 crore as of March 31, 2018.

During the year, the Company reduced the short term borrowings by Rs 116 crore to Rs 153 crore as of March 31, 2019 from Rs 269 crore as of March 31, 2018 while long term borrowings were reduced by Rs 68 crore to Rs 34 crore as of March 31, 2019 from Rs 102 crore as of March 31, 2018.

While the broader economy witnessed improvement, infrastructure growth remained sluggish. Some of the major over-leveraged companies in the infrastructure, power generation and steel sector have been referred to National Company Law Tribunal (NCLT) under Insolvency and Bankruptcy Code (IBC). Out of which, few were the customers of the Company. As a result, the business was adversely affected.

The emphasis inter-alia during the year was to complete the ongoing projects. It is expected that the projects which are in an advanced stage of completion will be completed during the year. Other projects which have been completed, the focus will be to accomplish their financial closure and collect retention money.

The Company is also exploring the opportunity to further its business with Tata Steel, for which approval of shareholders has been obtained in March 2019. Opportunities are being explored in the areas of Electromechanical Jobs, Industrial Structures and Life Cycle services. The above measures will assist in improving the performance of the Company. Operations and Performance of Subsidiary Companies York Group

TRF sold York Transport Equipment (Asia) Pte. Limited, a step down subsidiary along with its subsidiaries, at a total gross consideration of USD 43.56 Mi (Rs. 309 crore) and net consideration of USD 22.23 Mi (Rs. 157.8 crore) to SAF-Holland GMBH on April 30, 2018. Consequent to such sale, TRF Singapore Pte Limited exercised schemes of capital reduction to the tune of Rs. 121.85 crore and Rs. 13.8 crore in September 2018 and March 2019 respectively helping improve cash flows for TRF.

Dutch Lanka Trailer Manufacturers Ltd (DLT)

DLT based in Sri Lanka, manufactures and exports Ports and Road trailers globally.

The turnover of DLT Group in Financial Year 2018-19 was Rs 7,139.17 lakh compared to Rs 5,321.09 (Incl excise) lakh during the previous year. The Consolidated Profit Before Tax of DLT Group for Financial Year 2018-19 was Rs 2,274.80 lakh compared to a Profit of Rs 818.99 lakh in Financial Year 2017-18.

DLT has expanded its market reach to the USA by winning a tender to supply 35 Terminal Trailers to Wilmington Port, Delaware, USA. The Company has entered markets in the Dominican Republic and South America and re-gained markets in Peru and Australia.

Tata international DLT Pvt. Ltd (Tata DLT):

The turnover of the Tata DLT, the joint venture company of DLT, Financial Year 2018-19 was Rs. 50,657.03 lakh compared to Rs 35,567.94 lakh during the previous year. The Profit before Tax for Financial Year 2018-19 was Rs 4,029.71 lakh compared to a Profit of Rs 2,206.82 lakh in Financial Year 2017-18.

More than 28500 trailers by Tata DLT are running on Indian roads and serving various applications. It introduced Indiaâs first intelligent trailer which ensures greater road safety and ensures enhanced operational and braking efficiency. Tata DLT developed various new variants in the market such as 34 feet - 5 feet Side Wall Trailer (SWT), 34 feet - 5.5 feet SWT, 34 feet - 6 feet (Plain Sheet) SWT. The Company introduced a 16-wheeler low bed trailer for transportation of heavy machinery for infrastructure projects. It also introduced 16 Cum HD Tipper on Tata LPK 2518 chassis.

Hewitt Robins international Ltd (HRiL)

The turnover of HRIL in Financial Year 2018-19 was Rs 4,075.41 lakh compared to Rs 3,459.53 lakh during the previous year. The Profit before Tax of HRIL for Financial Year 2018-19 was Rs. 611.28 lakh compared to a Profit of Rs 688.94 lakh in Financial Year 2017-18.

HRIL bagged its first export order to Zambia. It supplied large replacement screens to customers in the UK and France. With the supply of equipment in the asphalt sector, the Company has been able to create new market opportunities.

In terms of the fourth proviso to sub section 1 of section 136 of the Companies Act 2013, 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 Companyâs subsidiaries can request for the same. Shareholders can send an email at [email protected] or write a letter to the Company Secretary of the Company addressed to the registered office. The details of all subsidiaries and joint ventures are given in Annexure 2. There has been no new addition 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. Share Capital

During the Financial Year under review, the Company has increased its Authorized Share Capital from Rs. 30 crore to Rs. 280 crore by way of additional 25 crore Preference Shares of Rs. 10 each.

The Company has raised Rs. 250 crore from Tata Steel Limited by issuance of 12.5% Non-convertible Redeemable Preference Shares on Private Placement basis. Consequently, the paid-up Share Capital of the Company has increased from Rs. 11 crore to Rs. 261 crore.

E. Credit Rating

During the year, CARE Ratings maintained the rating of the Company BBB .

F. CSR and Affirmative Action

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

In view of continuous losses incurred by the company, the provisions of Section 135(5) of the Companies Act, 2013 which mandates to spend at least 2% of the average net profit of last three years towards CSR are not applicable to the Company.

G. Human Resource and industrial Relations

Human resource development, retention and engagement continue to be a focus area. The company conducted a technical competency assessment of workers and officers during the year. Further behavioral review was done through âThomas Profilingâ. Based on the outcomes of the assessment, the organization structure was revamped to meet the new business opportunities and challenges.

H. Corporate Governance

Pursuant to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements Regulations), 2015 executed with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Managing Directorâs declaration regarding compliance to code of conduct and Auditorsâ 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, sound business judgment and ability to participate effectively in deliberations. The policy has been given in this report as Annexure-3 Directorâs induction / familiarization

All individual directors inducted into the Board are given an orientation. Presentations are made by the Managing Director and senior management and also visit to the factory is organized. The policy on the companyâs familiarization programme is posted on the Companyâs website www.trf.co.in.

Evaluation

The evaluation of the Board, Board Committees and Directors were carried out in accordance with the provisions of Companies Act, 2013, SEBI LODR and Guidance note issued by SEBI vide circular no SEBI/CFD/CMD/CIR/2017/004 dated January 4, 2017. Questionnaire forms were circulated to all the Directors for their feedback on Board, Board Committee and Director evaluation. A meeting of the independent Directors was held on January 10, 2019 where they reviewed and discussed the feedback on the functioning of the Board, Board Committees, Chairman, other Directors, guidance provided by Directors to the management outside the meetings and the quality, quantity and timeliness of flow of information between the Company and the Board. The Nomination and Remuneration Committee (NRC) at its meeting held on January 10, 2019 also reviewed the feedback on the evaluation of the functioning of the Board, Board Committees, Chairman and other Directors. The Board reviewed and discussed the feedback of the meeting. The Chairman of the Board had one-on-one meeting with the Independent Directors and Chairman of NRC had one-on-one meeting with Executive Directors.

Compensation policy for the Board and Senior Management

Based on the recommendations of the Nomination and 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 given in this report as Annexure-4. Weblink of the policy is http://trf.co.in/pdf/policies/policy-directors-KMP-employee-remuneration.pdf 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.

Appointment /Reappointment

i) Mr. Sumit Shubhadarshan

The Board at its meeting held on September 14, 2018 considered the recommendation of the Nomination and Remuneration Committee and appointed Mr. Sumit Shubhadarshan as the Managing Director of the Company for a period of 3 (three) years with effect from September 15, 2018.

Mr. Sumit Shubhadarshan is a Chartered Accountant and Cost Accountant. He has completed one year General Management Program from XLRI, Jamshedpur and General Management Program from CEDEP, France.

Mr. Shubhadarshan joined Tata Steel Limited in 1994. He has worked in various functions in Tata Steel - Tubes Division Accounts, Total Operational Performance Program, Managing Directorâs office, Strategy and Planning, Project Finance in Chhattisgarh project, Capital Planning & Procurement Accounts, Budgeting & Construction Planning, Engineering & Projects and Group Investment Management.

In September, 2017, he was deputed from Tata Steel Limited to TRF Limited as the Vice President (Commercial).

ii) Mr. Ranganath Raghupathy Rao

The Board at its meeting held on September 14, 2018 considered the recommendation of the Nomination and Remuneration Committee and appointed Mr. Ranganath Raghupathy Rao as an Additional Director to hold office upto the date of the ensuing Annual General Meeting. The Company has received a notice from a member proposing his appointment as a Director of the Company at the ensuing Annual General Meeting. He shall be liable to retire by rotation.

Mr. Ranganath Raghupathy Rao, Vice President Finance (India & South East Asia), Tata Steel Limited is responsible for the Financial Accounting, Taxation as well as Consolidation and Reporting of the Financial Statements of the Tata Steel Group. Prior to joining Tata Steel, he worked in Cairn Energy India Ltd, as Director Finance and was holding the additional charge of CIO. He also worked in Bharat Petroleum in different roles in Finance and NonFinance. His work experience spans for more than twenty-eight years. He has led the implementation of several strategic initiatives in Finance and Marketing. He was involved in Organizational Restructuring, SAP driven BPR, Strategy Conceptualization and Execution for nearly ten years. His responsibilities include Accounting Operations of the Company spread across multiple locations in the Country involving diverse operations ranging from Mining, Manufacturing and Trading. In addition to this, he is also responsible for instituting and monitoring necessary internal and system controls, compliance with various statutes to ensure minimum risk exposure to the Company and ensuring presentation of true and fair financials by constant review of policies.

Relinquishment

i) Mr. Sandip Biswas

Mr. Sandip Biswas relinquished the Chairmanâs Office and membership of the Board with effect from September 15, 2018. The Directors and Management placed on record their sincere appreciation for the valued contribution made by Mr. Sandip Biswas during his tenure.

ii) Mr. Sanjay Rajoria

Mr. Sanjay Rajoria relinquished the Managing Directorâs Office and membership of the Board with effect from closure of business hours on September 15, 2018 for an assignment in Tata Steel Group. The Directors and Management placed on record their sincere appreciation for the valued contribution made by Mr. Sanjay Rajoria during his tenure.

iii) Dibyendu Bose

Mr. Dibyendu Bose relinquished the Directorâs Office and membership of the Board with effect from August 27, 2018. The Directors and Management placed on record their sincere appreciation for the valued contribution made by Mr. Dibyendu Bose during his tenure.

Key Managerial Personnel (KMP)

Pursuant to Section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company are:

1) Mr. Sumit Shubhadarshan, Managing Director

2) Mr. Shaktishree Das, Chief Financial Officer

3) Mr. Subhashish Datta, Company Secretary

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

Sl. No.	Name	Designation	Date of Appointment
1	Mr. Sumit Shubhadarshan	Managing Director	September 15, 2018
2	Mr. Shaktishree Das	Chief Financial Officer	January 16, 2019
3	Mr. Subhashish Datta	Company Secretary	January 11, 2019
4	Mr. Pankaj Kumar Choubey	Company Secretary	July 27, 2018

KMPs ceased during the year are as under :

Sl. No.	Name	Designation	Date of cessation
1	Mr. Sanjay Rajoria	Managing Director	September 14, 2018
2	Mr. K Sujit Mathai Mathew	Chief Financial Officer	October 26, 2018
3	Mr. Tarun Kumar Srivastava	Company Secretary	May 15, 2018
4.	Mr. Pankaj Kumar Choubey	Company Secretary	January 11, 2019

The Company places on record its sincere appreciation for the valued contribution made during their tenure.

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 5.

Directorsâ Responsibility 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:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

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 Financial Year 2018-19 forming a part of this Annual Report.

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

Internal Financial Control Systems and their Adequacy

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 commensurate with the scale, size and complexity of its operations. The controls based on the prevailing business conditions and processes have been tested during the year and no reportable material weakness in the design or effectiveness was observed. The framework on Internal Financial Control over Financial Reporting has been reviewed by the internal and statutory auditors.

The Audit Committee has also reviewed the effectiveness of internal controls and compliance control, related party transaction, the status of IFC and Key Accounting Controls.

Related party transactions

Details of transaction with related parties in Form AOC-2 is given in Annexure 6. The details of transactions with related parties as per Ind AS 24 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 http://trf.co.in/pdf/Revised-Policy-on-Related-Party-transactions-TSGC.pdf.

Whistle Blower Policy/Vigil Mechanism

The Board of Directors of the Company had adopted a Vigil Mechanism comprising of Whistle Blower Policy for Directors, Employees and Vendors of the Company. Whistle Blower Policy is a mechanism through which Directors, Employees and Vendors can report concerns about unethical, actual or suspected fraud or violation of Companyâs code of conduct or ethics to the Ethics Counselor / Chairman Audit Committee, thereby ensuring that the activities of the Company are conducted in a fair and transparent manner.

The details of Whistle Blower Policy/Vigil Mechanism existing in the Company are mentioned in the Corporate Governance Report for Financial Year 2018-19 forming part of the Annual Report.

During the year, the Company received 10 ethics complaints of which 9 were investigated and appropriate action was taken. Investigations are underway for the remaining complaint.

There has been no reporting of fraud by the Auditors for the Financial Year 2018-19.

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

During the year, there were no cases of sexual harassment received by the Company.

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.

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

H. Statutory Auditors

M/s Price Waterhouse & Co Chartered Accountants LLP (PwC) (Firm Registration No. 304026E/E-300009) were appointed as Auditors by the Members at their 54th Annual General Meeting (AGM) held on July 27, 2017 to hold office for 5 years from the conclusion of the said 54th AGM until the conclusion of 59th AGM. The requirement to place the matter relating to appointment of Auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

i. Cost Auditors

As per Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Company is required to maintain cost records and accordingly records are made and maintained. The Company is also required to have audit of its cost records conducted by a Cost Accountant in practice.

The Board of Directors had re-appointed M/s Shome & Banerjee, Cost Accountants (Firm Registration no 000001), Kolkata as Cost Auditors of the Company for the Financial year 2018-19. The remuneration of the said Auditors was approved by the Members at their last Annual General Meeting held on July 27, 2018. The Cost Audit Report along with annexure for the Financial Year 2017-18 was filed within the stipulated time.

M/s Shome & Banerjee, Cost Accountants have been re-appointed by the Board of Directors as Cost Auditors of the Company for the Financial Year 2019-20. In terms of section 148, approval of Members is sought at the ensuing Annual General Meeting for appointment and payment of remuneration to the said Auditors.

J. Secretarial Auditors and Secretarial Audit Report

The Board of Directors had re-appointed M/s P. K. Singh & Associates, Practising Company Secretaries (Firm Registration No P2002JH045700) having their office at Room no 309, Vikash Bhawan (AIADA), Main Road, Adityapur, Jamshedpur-831 013 as Secretarial Auditors of the Company for the Financial Year 2018-19. The Secretarial Audit Report for Financial Year 2018-19 is given in Annexure 7.

K. 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 12 of the Companies (Management and Administration) Rules, 2014 is available as soft copy on the weblink http:// trf.co.in/pdf/investors_relations/share-holders-info/FormMgt-09.pdf. Members can view and download the same.

L. Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

M. Legal Orders

There are no significant/material orders of Courts/ Tribunal/Regulation affecting the Companyâs going concern status. However, Membersâ attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

N. 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.

O. Environment: (Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo)

Although the operations of the Company at Jamshedpur and 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, 2014 the relevant particulars are given in the Annexure 9.

P. Deposit

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

Q. 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 Quarter one of Financial Year 2019-20 results.

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

- At the ensuing Annual General Meeting, 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 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 has not issued shares with differential voting rights, sweat equity shares, employee stock option.

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 workersâ union for their cooperation and support.

On behalf of the Board of Directors

Rajesh Ranjan Jha

Place: Kolkata Chairman

Date: April 15, 2019 DIN : 07715246

Mar 31, 2018

To the Members

The Directors present the 55th Annual Report and Annual Accounts on the business and operations of your company along with summary of standalone and consolidated financial statements for the year ended 31st March, 2018.

A. Financial Results

Figures in Rupees Lakhs

	TRF Standalone		TRF Group
	FY''18	FY''17	FY''18	FY''17
Revenue from operations	35,395.12	51,978.69	44,177.58	60,250.00
Other income	535.73	996.15	488.57	712.13
Total income from operations	35,930.85	52,974.84	44,666.15	60,962.13
Total expenses excluding finance costs & Depreciation	50,148.74	52,929.39	58,513.24	63,710.98
Profit / (loss) from operations before finance costs, depreciation and exceptional items	(14,217.89)	45.45	(13,847.09)	(2,748.85)
Finance Cost	4,674.16	4,561.54	4,894.50	4,775.79
Depreciation	366.75	417.61	499.46	552.97
Profit/ (loss) before share of profit/(loss) of joint ventures, exceptional item and tax	(19,258.80)	(4,933.70)	(19,241.05)	(8,077.61)
Share of profit/(loss) from joint ventures	-	-	743.16	83.83
Profit / (loss) before exceptional items and tax	(19,258.80)	(4,933.70)	(18,497.89)	(7,993.78)
Exceptional items	2,703.00	-	-	418.67
Profit / (loss) before tax	(16,555.80)	(4,933.70)	(18,497.89)	(7,575.11)
Tax expense	(1,958.15)	(2,242.60)	(1,802.62)	(2,111.95)
Net profit / (loss) after tax from continuing operation	(14,597.65)	(2,691.10)	(16,695.27)	(5,463.16)
Profit/(loss) after tax from discontinued operation	-	-	3283.92	3,053.02
Profit/(loss) after tax for the year	(14,597.65)	(2,691.10)	(13,411.35)	(2,410.14)
Other Comprehensive Income	0.07	(230.79)	1,446.00	(1,116.45)
Total Comprehensive Income	(14,597.58)	(2,921.89)	(11,965.35)	(3,526.59)

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.

Management Discussion And Analysis

B. Economic Outlook

The global economy is experiencing recovery, reflecting a rebound in investment, manufacturing activity and trade. The upswing in global investment and trade continued in the second half of 2017. At 3.8%, global growth in 2017 was the fastest since 2011. With favorable market sentiment and accommodative financial conditions, global growth is expected to grow at a rate of 3.9% in both 2018 and 2019.

The Indian economy in H1 FY''18 decelerated due to the effects of demonetization, GST implementation, NPA overhang of Banks and impact on agricultural income. However H2 FY''18 has witnessed robust signs of revival- economic growth improved as the temporary shocks due to demonetization and GST implementation began to fade and the synchronous global recovery helped boost exports. Central Statistics office (CSO) has estimated India''s growth projection at 6.6% in FY''18 lower than 7.1% in FY''17.

As a result of a host of measures taken by the government to improve business climate, India jumped 30 spots on the World Bank''s Ease of Doing Business rankings.

C. Operation & Performance

TRF

While the broader economy witnessed improvement, infrastructure growth remained sluggish. During the year some of the major over-leveraged companies in the infrastructure, power generation and steel sector were referred to National Company Law Tribunal (NCLT) under Insolvency and Bankruptcy Code (IBC). Some of them were customers of the Company. As a result the business was adversely affected.

The emphasis inter-alia during the year was to complete the existing projects. To have a greater focus on project performance and completion, an Executive Committee of the Board was formed to review and monitor the project status. The said committee met regularly during the year. It is expected that three major projects which are in advanced stage of completion will be completed during the year. Other projects which have been completed, the focus will be to accomplish their financial closure and collect retention money.

The company has also restructured its business divisions to improve synergies and to take-up new business avenues of fabrication and Life Cycle Services. Life cycle business envisages Operation & Maintenance, Spares and Services, refurbishment, and segment servicing. During the year, Life Cycle Services achieved order load of over Rs 100 crore.

The Company is also exploring opportunity to further its business with Tata Steel, for which approval of shareholders has been obtained by way of postal ballot. Opportunities are being explored in the areas of Design, Engineering and Supervision, Fabrication, Construction and Life Cycle services. The above measures will assist in improving the performance of the Company.

During the year the Company received orders for the highest number of Wagon Tipplers and Side Arm Chargers - (six sets) achieved so far in a financial year. The company successfully manufactured and delivered Load Haul Dumpers and Travelling Plough Feeders.

Going forward, the Focus will be on furthering order book from Tata Steel. The focus for non Tata Steel business will be to complete Performance Guarantee test of projects which are in an advanced stage of completion, reduce debtors and cost.

Operations and Performance of Subsidiary Companies

York Group

YORK Group of companies manufactures trailer axles, assembles trailer suspension kits and distributes a full range of truck / trailer components. York has manufacturing facilities in India and China, assembly units in Singapore and Australia and sales and service offices in other places of the world.

Major performance highlights for FY 17-18 of York Group are as under:

- Introduced 6 new products this year including New Light weight Air suspensions, Fabricated Mechanical suspensions, Agricultural un-braked axles.

- AIS 113 approvals were taken for more than 30 trailers in India. Market share also increased from 30% to 36% in India

- Axle production increased both in India and China to maximise per shift capacities.

- Undertook development of a number of new suppliers in China and India, especially for Casting products, to cope with shortage in supplies. New suppliers were developed for Air suspensions in Turkey to reduce costs.

FY 17-18 has been the best ever performance in the history of York. The turnover for York Group in FY''17-18 was Rs 56734.83 lakhs (Incl. excise), compared to Rs 41486.39 lakhs (Incl. excise) in FY'' 16-17. The consolidated Profit Before Tax for FY 17-18 was Rs 2102.93 lakhs compared to Rs 234.64 lakhs in FY'' 16-17.

As a part of restructuring of subsidiaries, the approval of shareholders has been obtained by way of postal ballot for divestment of the entire stake held by the Company''s wholly-owned subsidiaries TRF Singapore Pte Ltd (hereinafter referred as ''TRFS'') & TRF Holdings Pte Ltd (hereinafter referred as ''TRFH'') in York Transport Equipment (Asia) Pte Ltd (hereinafter referred as "York"), (York is a step down wholly owned subsidiary of the Company) to SAF-Holland GMBH on a cash free, debt free basis at an enterprise value of USD 40 million (subject to working capital adjustment) based on the binding offer received from the buyer SAF-Holland GMBH and Sale and Purchase Agreement entered with the buyer. Of the proceeds received from divestment, an amount of US$ 21.4 million has been used to satisfy the loan taken at the time of acquisition of 49% stake in York. The said Loan was novated to York as such the said amount of US$ 21.4 million has been repaid to York.

Dutch Lanka Trailer Manufacturers Ltd (DLT)

DLT based in Sri Lanka, manufactures and exports Ports and Road trailers globally.

The turnover of DLT Group in FY''17-18 was Rs 5321.09 (Incl excise) lakh compared to Rs 5501.05 lakh during previous year. The consolidated Profit Before Tax of DLT Group for FY''17-18 was Rs 818.99 lakh compared to a Profit of Rs 482.93 lakh in FY''16-17. The improved performance of the Company was on account of increase in profitability of Tata International DLT in FY 2017-18.

Major performance highlights for FY 17-18 of DLT Group are as under:

- Developed stainless steel tanker, 70t terminal trailer with fabricated main beam and 50t customized low bed trailers.

- Achieved higher customer satisfaction with the introduction of spares package along with bulk trailer purchases to leading terminal operators.

Tata International DLT Pvt Ltd (Tata DLT):

The turnover of the Tata International DLT, the joint venture company of DLT, for FY''17-18 was Rs. 35567.94 (Incl. excise) lakh against Rs.19155.31 (Incl. excise) lakh in previous year. The Profit Before Tax for FY''17-18 was Rs 2206.82 lakh compared to a Profit of Rs 326.38 lakh in FY''16-17. The improved performance of Tata International DLT was on account of growth in turnover by 85.68 % in FY''17-18 and growth in profitability by an overwhelming 576.15%.

The increase in sale was due to growth in prime mover segment and capacity expansion at Nigoji Plant in Q4 ''16-17.

Major performance highlights for FY 17-18 of TATA DLT are as under:

- The Fully Built Commercial vehicle (FBV) sales to Tata Motors increased by about 25% during the year under review

- Further the company also commenced FBV business with Ashok Leyland.

Hewitt Robins International Ltd (HRIL)

HRIL, which is engaged in the business of bulk material handling, has one of the widest ranges of vibrating screens, feeders, crushers, mobile crushing plants, screens etc. The Company has manufacturing facilities in the U.K and caters to the demand primarily in European markets.

The turnover of HRIL in FY''17-18 was Rs 3459.53 lakh compared to Rs 2772.35 lakh during the previous year. The Profit before Tax of HRIL for FY''17-18 was Rs 688.94 lakh compared to a Profit of Rs 452.85 lakh in FY''16-17.

Major performance highlights for FY 17-18 of HRIL are as under:

- Achieved Â£274,000 of orders from Tarmac Buxton

- Revenue from equipment sales exceeded target by 14% and from spares & service by 25%. Achieved reduction of warranty costs by 30%

- New test facility enabled product development

- Successfully manufactured Flip Flow Screen Girder

Adithya Automotive Applications (AAA)

AAA having its manufacturing facility in Lucknow manufactures tippers and related products for Tata Motors and other Original Equipment Manufacturers (OEMs).

During the year under review as a part of restructuring of subsidiaries the Company divested the entire stake in AAA to the JV partner at a consideration of Rs 30.60 crore.

In terms of the fourth proviso to sub section 1 of section 136 of the Companies Act 2013, 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 an email at [email protected] or write a letter to the Company Secretary of the Company addressed to the registered office. The details of all subsidiaries and joint ventures are given in Annexure 2. There has been no new addition 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 officials 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.

In view of losses incurred since FY''12-13 the provisions of Section 135(5) of the Companies Act, 2013 which mandates to spend at least 2% of the average net profit of last three years towards CSR are not applicable to the Company.

E. Human Resource and Industrial Relations

Human resource development, retention and engagement continue to be a focus area. The company conducted technical competency assessment of workers and officers during the year. Further behavioral review was done through ''Thomas Profiling''. Based on the outcomes of the assessment done reduction and rationalization of manpower was undertaken. Further organization structure was revamped to meet the new business opportunities and challenges.

F. Corporate Governance

Pursuant to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements Regulations), 2015 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 8 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

Director induction / familiarization

All individual directors inducted into the Board are given an orientation. Presentations are made by the Managing Director 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 evaluation of the Board, Board Committees and directors were carried out in accordance with the provisions of Companies Act, 2013, SEBI LODR and Guidance note issued by SEBI vide circular no SEBI/CFD/CMD/CIR/2017/004 dated January 4, 2017. Questionnaire forms were circulated to all the directors for their feedback on Board, Board Committee and director evaluation. A meeting of the independent directors was held on March 26, 2018 where they reviewed and discussed the feedback on the functioning of the Board, Board Committees, Chairman, other directors, guidance provided by directors to the management outside the meetings and the quality, quantity and timeliness of flow of information between the Company and the Board. The Nomination and Remuneration Committee (NRC) at its meeting held on March 26, 2018 also reviewed the feedback on the evaluation of the functioning of the Board, Board Committees, Chairman and other directors. The Board reviewed and discussed the feedback of the meeting. The Chairman of the Board had one-on-one meeting with the independent directors and Chairman of NRC had one-on-one meeting with 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 given in this report as Annexure-4.

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.

Appointment /Reappointment

i) Mr. Rajesh Ranjan Jha

The shareholders at their Annual General Meeting held on July 27, 2017 had appointed Mr Sandip Biswas (DIN : 00518430), Mr Dibyendu Bose (DIN : 00282821) and Mr Rajesh Ranjan Jha (DIN : 07715246) as non-executive non-independent director, liable to retire by rotation. As per the provisions of section 152(6) of the Companies Act, 2013 Mr Rajesh Ranjan Jha, retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

ii) Mr. Vinayak Kashinath Deshpande

The Board at its meeting held on May 29, 2018 considered the recommendation of the Nomination and Remuneration Committee and appointed of Mr Vinayak Kashinath Deshpande as an Additional Director hold office upto the date of the ensuing Annual General Meeting. The Company has received a notice from a member proposing his appointment as a Director of the Company at the ensuing Annual General Meeting. He shall be liable to retire by rotation.

Mr. Vinayak Kashinath Deshpande is a graduate in Chemical Engineering (1980) from IIT, Kharagpur, he has over 36 years of work experience in different roles, in diverse industries; starting with the design and sales of boilers and captive power plants at Thermax, to industrial automation and process controls at Tata Honeywell.

At Tata Honeywell, he was the Managing Director of its India business for five years till 2004-05, wherein he grew the company''s operations pan India, to achieve about 300% growth. Thereafter he had a successful stint as the Executive President (Operations) of Tata Teleservices.

Mr. Deshpande took charge as Managing Director of Tata Projects in July, 2011. Since then Tata Projects has doubled its turnover and achieved all-round excellence in its business of Industrial Infrastructure.

Under his mentorship, Tata Projects has been voted consecutively for the last 5 years as ''India''s Most Admired'' and ''Fastest Growing Construction Company'' by ''Construction World'' journal. Mr. Deshpande too was voted as the Infrastructure Person of the Year for 2016-17. This year, Tata Projects also featured amongst ''Economic Times Best Infrastructure Brands''.

iii) Mr Sanjay Rajoria

The Board at its meeting held on January 29, 2018 considered the recommendation of the Nomination and Remuneration Committee and appointed of Mr Sanjay Rajoria as the Managing Director of the Company for a period of 3 (three) years with effect from February 1, 2018.

Mr. Sanjay Rajoria is a graduate in Mining Engineering. He is also the holder of 1st class Mine''s Managers Certificate from the Director General of Mines & Safety, Dhanbad. He successfully completed two months training programme in New South Wales, Sydney on "Mine Planning". He also has CEDEP Management Programme from INSEAD France to his credit. He has over 30 years of experience in Tata Steel Limited where he has held various positions.

He joined Tata Steel in 1988 as Graduate Engineer Trainee and held various positions such as Assistant Manager, Manager, Chief and General Manager. He has led Jamadoba Group of Collieries as Chief from 2005 to 2010. He was appointed as Chief (Mine Planning and High Wall Technology) in November 2010. From July 2011 he worked as General Manager (Operations) in West Bokaro Open Cast Mine of Tata Steel. He again worked as General Manager (Operations) in Jharia Division (underground mines) from 2016 to July 2017. As in charge of opencast and underground mines, he was responsible for operations of Mines, wash plant & other Administrative & Management functions which included corporate social responsibilities and HR practices. Prior to joining TRF he was working as General Manager, Raw Materials and Infrastructure Projects at Tata Steel.

Mr. Sanjay Rajoria holds office as an additional director upto the ensuing Annual General Meeting. The Company has received notice from a member proposing his appointment as director. It is proposed to appoint Mr Sanjay Rajoria as director and Managing Director, not liable to retire by rotation at the ensuing Annual General Meeting.

Relinquishment

i) Mr. P S Reddy

Mr P S Reddy relinquished the Managing Director''s Office and membership of the Board with effect from February 1, 2018 for an assignment in Tata Steel Group. The Directors and Management placed on record their sincere appreciation for the valued contribution made by Mr P S Reddy during his tenure.

Key Managerial Personnel (KMP)

Pursuant to Section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company are:

1) Mr Sanjay Rajoria, Managing Director

2) Mr K. Sujit Mathai Mathew, Chief Financial Officer

3) Mr Tarun Kr Srivastava, Company Secretary.

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

Sl. No.	Name	Designation	Date of Appointment
1	Mr Sanjay Rajoria	Managing Director	February 1, 2018
2	Mr K Sujit Mathai Mathew	Chief Financial Officer	February 1, 2018

KMPs ceased during the year are as under :

Sl.No.	Name	Designation	Date of cessation
1	Mr P. S. Reddy	Managing Director	February 1, 2018
2	Mr Subhashish Datta	Chief Financial Officer	February 1, 2018

Managerial Remuneration

Directors Responsibilities Statement

- 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 fair view of the state of affairs of the Company as at the end of the financial year and 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

There has been no instance where Board has not accepted the recommendations of the 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 commensurate with the scale, size and complexity of its operations. The controls based on the prevailing business conditions and processes have been tested during the year and no reportable material weakness in the design or effectiveness was observed. The framework on Internal Financial Control over Financial Reporting has been reviewed by the internal and external auditors.

The Audit Committee has also reviewed the effectiveness of internal controls and compliance control, related party transaction, the status of Internal Financial Control and Key Accounting Controls.

Related party transactions

Details of transaction with related parties in Form AOC-2 is given in Annexure 6. The details of transactions with related parties as per Ind AS 24 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''17-18 forming part of this Annual Report.

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

During the year, the Company received 2 complaints of sexual harassment, both complaints have been resolved by taking appropriate action.

Risk Management Policy

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 2017-18 does not contain any qualification which warrants comments from the Board of Directors.

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

Explanation to Qualifications/Modified opinion

The Statutory Auditors have expressed concern over the reasonableness of the assumptions made to estimate the future cash flow projections of a subsidiary (Dutch Lanka Trailer Manufacturers Limited) (DLT) 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, 2018.

DLT has started generating profits from FY 2017-18. Revenue projected by DLT Group for next five years are achievable considering improvement in market conditions. The performance of DLT Group is expected to improve in future.

Therefore, the management is of view that the sales projections are achievable and no further impairment provision is required.

G. Statutory Auditors

M/s Price Waterhouse & Co, Chartered Accountants LLP (PwC) (Firm Registration No. 304026E/E-300009) were appointed as auditors by the members at their 54th Annual General Meeting held on July 27, 2017 to hold office for 5 years from the conclusion of the said 54th AGM until the conclusion of 59th AGM .

H. Cost Auditors

As per Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the company is required to have audit of its cost records conducted by a Cost Accountant in practice.

The Board of Directors had re-appointed M/s Shome & Banerjee, Cost Accountants (Firm Registration no 000001), Kolkata as Cost Auditors of the Company for the financial year 2017-18. The remuneration of the said auditors was approved by the members at their last Annual General Meeting held on July 27, 2017. The Cost Audit Report along with annexures for the FY 2016-17 was filed within the stipulated time.

M/s Shome & Banerjee, Cost Accountants have been re-appointed by the Board as Cost Auditors of the Company for the financial year 2018-19. In terms of section 148 approval of members is sought at the ensuing Annual General Meeting for appointment and payment of remuneration to the said auditors.

I. Secretarial Auditors & Secretarial Audit Report

The Board of Directors had re-appointed M/s P. K. Singh & Associates, Practising Company Secretaries (Firm Registration No P2002JH045700) 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 2017-18. The Secretarial Audit Report for FY''17-18 is given in Annexure 7.

J. Extract of Annual Return

K. Legal Orders

There are no Significant/material orders of Courts/ tribunal/regulation affecting the Company''s going concern status. However, members'' attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

L. Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments as required under section 186 of the Companies Act, 2013 is given in Annexure 9.

M. 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, 2014 the relevant particulars are given in the Annexure 10.

N. Deposit

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

O. 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''18-19 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 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 has not issued shares with differential voting rights, sweat equity shares, employee stock option.

ACKNOWLEDGEMENT

On behalf of the Board of Directors

Sandip Biswas

Place: Kolkata Chairman

Date: May 29, 2018 DIN : 00518430

Mar 31, 2017

To the Members

The Directors present the 54th Annual Report and Annual Accounts on the business and operations of your company along with summary of standalone and consolidated financial statements for the year ended 31st March, 2017.

A. Financial Results

Rupees in lakhs

	TRF Standalone		TRF Group
	2016-17	2015-16	2016-17	2015-16
Revenue from operations	51,978.69	55,324.78	1,01,092.66	1,01,304.72
Other income	996.15	2,679.28	1,223.75	759.16
Total income from operations	52,974.84	58,004.06	1,02,316.41	1,02,063.88
Total expenses excluding finance costs & Depreciation	52,929.39	54,147.74	1,00,613.09	99,749.29
Profit / (loss) from operations before finance costs, depreciation and exceptional items	45.45	3,856.32	1,703.32	2,314.59
Finance Cost	4,561.54	4,375.61	5,927.93	5,651.13
Depreciation	417.61	474.29	939.54	964.98
Profit/ (loss) before share of profit/(loss) of joint ventures, exceptional item and tax	(4,933.70)	(993.58)	(5,164.15)	(4,301.52)
Share of profit/(loss) from joint ventures	-	-	356.22	447.77
Profit / (loss) before exceptional items and tax	(4,933.70)	(993.58)	(4,807.93)	(3,853.75)
Exceptional items	-	-	418.67	(34.05)
Profit / (loss) before tax	(4,933.70)	(993.58)	(4,389.26)	(3,887.80)
Tax expense	(2,242.60)	-	(1,979.12)	206.56
Net profit / (loss) after tax	(2,691.10)	(993.58)	(2,410.14)	(4,094.36)
Other Comprehensive Income	(230.79)	(244.02)	(1,116.45)	26.64
Total Comprehensive Income	(2,921.89)	(1,237.60)	(3,526.59)	(4,067.72)

Note: The Company has adopted Indian Accounting Standard (referred to as ''Ind AS'') with effect from April 01,2016 and accordingly these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under section 133 of the Companies Act, 2013 read with the relevant rules issued there under and the other accounting principles generally accepted in India. 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.

Management Discussion And Analysis

B. Economic Outlook

The world economy continued its modest pace of growth during the last fiscal amidst subdued investment, weak trade and heightened policy uncertainties. Advanced economies have shown some recoveries in manufacturing and trades, whereas emerging and developing economies have picked up at a varied pace based on improvement in commodity prices and trade protection measures. China continues to rebalance from investment led to consumption based economy and sustained its growth rate around 7% aided by policy support.

India continues to be one of the fastest growing emerging market economies in the world. During the first half of FY''16- 17 GDP growth declined to 7.2% from 7.6% achieved in second half of FY''15-16. Capex investment declined sharply as stressed balance sheets in the corporate sector continued to take a toll on firms spending especially in the infrastructure, steel and power sectors.

In FY 2016-17 economy is expected to grow by 7.1% although growth will be marginally slow compared to previous year in spite of disruptions to consumption and business activity due to demonetization initiative in second half of the year. Domestic macroeconomic conditions remained stable with significant moderation in inflation.

Apart from the demonetization, the year under review also witnessed another major domestic policy decision of the Indian government i.e. implementation of goods and services tax (GST). Implementation of GST is expected to create common Indian market, improve compliance and governance, boost revenue and investment and expand GDP by doing away with out-of-tax-net parallel trade. However, benefits of these initiatives will probably take some time to be fully realized.

Moreover, reduced policy uncertainty, legislative and tax reforms such as GST and enactment of bankruptcy laws are expected to reinforce the benefits from the strong macro fundamentals and support India''s strong growth trajectory. Going forward, consumption demand is expected to gain momentum and macroeconomic fundamentals such as low inflation, softer interest rates and good monsoon remains conducive to growth. Though the challenges being faced today by sectors such as power, steel and mining will take some time to subside, continued focus of the Government to improve the infrastructure sector in terms of budgetary allocation for power sector, Sagarmala project and also allocation of Rs.10,000 crore for recapitalization of public sector banks in the budget for FY''17-18 are expected to support the said sectors and resultant opportunities for the Company to improve over the coming years.

However, escalating risk of protectionism, financial vulnerabilities and geopolitical as well as policy uncertainties are likely to remain cause of concern. Whilst we do expect domestic demand to improve, competition is also gearing up in terms of new capacities and imports.

C. Operation & Performance TRF

Lower capacity utilization of thermal power plants and stressed financial position of several domestic steel manufacturers led to low capex investment in the power, steel and mining sectors which are the key customers of the Company. The same coupled with company''s inability to participate in some of the tenders due to negative networth and longer enquiry to order lead time impacted order booking during the year. However, focused efforts to improve Spares and Services business resulted in record order booking of over Rs 100 crore during the year.

The company''s drive for collection during the year helped reduce trade receivables on standalone basis by Rs91 crore from Rs 539 crore as on 31.03.2016to Rs 448 crore as on 31.03.2017. As a result, the company has been able to reduce the term loan by Rs 44 crore during the year. The total borrowing of TRF India is Rs 381 crore as on 31.03.2017 compared to Rs 417as on 31.03.2016. The consolidated borrowing of the group is Rs 561 crore as on 31.03.2017compared to Rs 620croreason 31.03.2016.

There has been a net cost increase of about Rs 34 crore in projects during the year primarily due to engineering and site work. The Company has initiated a number of cost reduction measures such as value engineering, design optimization, operating efficiency and waste reduction.

Further persistent efforts have enabled the company to complete Performance Guarantee (PG) test of three major projects and the Company has been able to collect retention amount of Rs 39 crore during the year. Maintaining sufficient liquidity under conditions of stressed balance sheet continues to be a challenge for the company.

In terms of significant manufacturing capability, the company successfully manufactured 140T Barell Reclaimer at its works. The Company has also developed new products such as Flip Flop screen, Travelling Plough feeder & Ring Granulator (2800TPH) and submitted application for 3 patents.

Going forward the focus will be to improve product orders, Port and Yard Equipment business, spares and refurbishment, complete PG test of projects which are in an advanced stage of completion, reduce debtors and cost.

Operations and Performance of Subsidiary Companies York Group

YORK Group of companies manufactures trailer axles, assembles trailer suspension kits and distribute a full range of truck/trailer components. York has manufacturing facilities in India and China, assembly units in Singapore and Australia and sales and service offices in other places of the world.

The turnover for York Group in FY''16-17 was Rs 38,295.35 lakh (net of excise), which is its highest sale since 2012-13 compared to Rs 35,974.62 lakh in FY'' 15-16. The consolidated Profit Before Tax was Rs 234.63 lakh compared to Rs 1,329.71 lakh in FY''15-16.

York Singapore signed the distributorship agreement with Pressure System International, a USA HQ company in March 2017, thus leading the Asian market in introducing "York Tyre Inflation System". This will give York technical superiority over competitors, while ensuring better fuel economy and safety for its customers. York Australia developed and sold new heavy duty 17MT-20MT disc brake axle. York South Africa received approval on Performance Bases System (PBS) for mining trailer in collaboration with York''s largest customer A frit. This will help York increase business in mining segment in South Africa.

March 2017 was the highest ever production month in the history of York India with 4788 axles and also the highest ever monthly domestic sales of Rs 28.6 Crore. York India''s market share for Q4 2016-17 is expected to have grown to 34%.

York became the first company in India to get ARAI approval for Kingpins and Landing legs. York also worked in conjunction with trailer builders for approvals as per AIS 113 standard which will become a statutory requirement and give advantage to organized trailer builders.

On the Engineering/R&D front, York developed fabricated suspensions for 13 MT and 16 MT suitable for Indian road conditions. Testing also commenced for axles to enter the agriculture segment in which braked axles will soon be compulsory.

Going forward the focus will be on new products, increase sale in new markets, spares, improvement of China productivity and revenues.

Dutch Lanka Trailer Manufacturers Ltd (DLT)

DLT based in Sri Lanka, manufactures and exports Ports and Road trailers globally.

The turnover of DLT Group in FY''16-17 was Rs 5,501.05 lakh compared to Rs 4,389.07 lakh during previous year. The consolidated Profit Before Tax of DLT Group for FY''16-17 was Rs 482.93 lakh compared to a Profit of Rs 224.43 lakh in FY''15-16.Cost reduction measures helped to improve contribution during the year. No major capex investments were made during FY''16-17.

During the year Gonawala factory premises was sold for a Net Price of USD 1.08 MN and a profit of USD 0.623 MN was realized.

DLT secured orders of106 terminal trailers and 394 road trailers aggregating to 500 trailers (previous year 316 trailers) which was the highest for the last six years.

Domestic trailer market share also grew to 54% by recording 231 unit sales while maintaining a premium pricing range for almost all the variants compared to other local manufacturers.

In exports markets, DLT performed well. In Bangladesh market, DLT recorded the highest sales volume by selling 161 units and maintained 55% market share. Further, DLT entered into new road trailer market of Senegal and successfully supplied prototype trailer units. DLT also developed the prototype design of the heaviest low bed range of 100 ton capacity with self-steering axles and hydraulically operated ramps and sold 10 numbers to the Kuwait market. Agents were appointed in Kuwait and Iraq to expand business in Middle East region.

DLT also tied up with TATA Motors for promoting road trailers in promising markets of Ivory Coast and Angola. The turnover of the Tata DLT, the joint venture company of DLT, for FY''16-17 is Rs. 17,011.73 lakh against Rs.16,190.88 lakh in previous year. The Profit Before Tax for FY''16-17 was Rs 326.36 lakh compared to a Profit of Rs 780.43 lakh in FY''15-16.

Tata DLT improved its operational performance and sold 2,868 trailers during FY''16-17 against 2,662 trailers in previous year, despite slowdown post demonetization. Tata DLT made remarkable achievement in selling trailer in open market especially in Maharashtra, Rajasthan, Gujarat and Eastern Market.

Considering future growth opportunities, Tata DLT installed new production facilities at Nighoje, Pune with a capacity of100 trailers per month. This facility will cater demand for special and customized requirement like car carrier, tractor carrier and tip trailer. The car carrier, tractor carrier and container on rigid body are new products and Tata DLT has already commenced its commercial production.

At present Tata DLT is catering to customer/product segment which are Original Equipment Manufacturers, Chassis for Crushing machine, anything on rigid body, defense etc, Standard Trailer (Flatbed, Skeletal, Sidewall, Running Gear) and Special Trailer (Car Carrier, Chassis Carrier, Tractor Carrier, Tip Trailer).

Adithya Automotive Applications (AAA)

AAA having its manufacturing facility in Lucknow manufactures tippers and related products for Tata Motors and other Original Equipment Manufacturers(OEMs).

The turnover of AAA in FY''16-17 was Rs 11,583.04 lakh compared to Rs 9,499.67 lakh during previous year. The Profit Before Tax for FY''16-17 was Rs 1,004.10 lakh compared to a Profit of Rs 812.18 lakh in FY''15-16. AAA declared an interim dividend of 80% and TRF received Rs 285.60 lakh as dividend from AAA.

AAA registered 14% growth and sold 4,612 Units as compared to 4,031 in previous year. In terms of capacity utilization, the Company on overall basis operated at 62% of its installed capacity with product mix of higher capacity models like 16 Std /HD& 18 Std / HD Box tippers along with 14Std base model tippers.

During the year the Company developed new products such as 14 Cum. Moon Tipper on TATA LPK2518, G 750 Chassis, 18 HD Box tipper on TATA LPK3118and 12Cum. Tipper on TATA Prima LX 2523.KChassis.

Hewitt Robins International Ltd (HRIL)

The turnover of HRIL in FY''16-17was Rs 2,772.35 lakh compared to Rs 2,911.80 lakh during the previous year. The Profit Before Tax of HRIL for FY''16-17 was Rs 452.85 lakh compared to a Profit of Rs 123.58 lakh in FY''15-16.

Some of the major achievements of HRIL during the year under review are as follows.

- Integrated finite element modeling and validation testing into all design and Equipment builds:

In a drive to reduce warranty costs and optimize equipment design HRIL have invested in finite element modeling software and validation testing equipment during the FY''16-17. The investment has allowed HRIL to produce complex models and validate designs before manufacture. Natural frequency, modal analysis and ODS are analyzed together with material yields and stress analysis ensuring robust design. The models are then validated after manufacture by measuring the actual natural frequency, Modal analysis and ODS and compared to the theoretical data produced at the modeling stage. This process has given both HRIL and its customer base great confidence in the company''s engineering ability and products.

- State of the art paint facility commissioned improving total product quality:

During the FY''16-17a new paint shop was commissioned, increasing manufacturing efficiencies and improving overall machine quality through better paint finish. The new facility includes fume extraction systems as well as air fed breathing apparatus for paint shop personnel.

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 [email protected] or write a letter to the Company Secretary of the Company addressed to the registered office. The details of all subsidiaries and joint ventures are given in Annexure 2. 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 theCompanyatwww.trf.co.in

D. CSR and Affirmative Action (CSR & AA)

In view of losses incurred since FY''13 the provisions of Section 135(5) of the Companies Act, 2013which mandates to spend at least 2% of the average net profit of last three years towards CSR are not applicable to the Company.

E. Human Resource and Industrial Relations

Human resource development, retention and engagement continue to be a focus area. Various training and development programs were carried out during the year to enhance skill and capability of employees. New training programs on Analytics, Value Engineering, Key Processes and Systems in Procurement and Emotional Intelligence were organized. Based on the feedback from the last Employee Satisfaction and Engagement survey, the performance appraisal system has been modified.

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 âCertificate regarding compliance to conditions of Corporate Governance are made a part of the Annual Report.

Board Meetings

The Board met 6 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

Director induction / familiarization

All individual directors inducted into the Board are given an orientation. Presentations are made by the Managing Director 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 evaluation of the Board, Board Committees and directors were carried out in accordance with the provisions of Companies Act, 2013, SEBI LODR and Guidance note issued by SEBI vide circular no SEBI/CFD/CMD/CIR/2017/004 dated January 4,2017. Questionnaire forms were circulated to all the directors for their feedback on Board, Board Committee and director evaluation. A meeting of the independent directors was held on March 24,2017 where they reviewed and discussed the feedback on the functioning of the Board, Board Committees, Chairman, other directors, guidance provided by directors to the management outside the meetings and the quality, quantity and timeliness of flow of information between the Company and the Board. The Nomination and Remuneration Committee (NRC) at its meeting held on March 24,2017also reviewed the feedback on the evaluation of the functioning of the Board, Board Committees, Chairman and other directors. The Board reviewed and discussed the feedback of the meeting. The Chairman of the Board had one-on-one meeting with the independent directors and Chairman of NRC had one-on-one meeting with executive directors.

Compensation policy for the Board and Senior Management

Independent Directors Declaration:

Retirement/Resignation

i) Retirement of Mr. Subodh Bhargava

The shareholders at their Annual General Meeting held on August 2, 2014 had in accordance with the Tata Group retirement policy appointed Mr. Subodh Bhargava (DIN : 00035672) as an Independent Director to hold office till March 29, 2017.

Mr. Subodh Bhargava has been on the Board of TRF from October 30,2000, as an independent director. He was appointed Chairman of the Board with effect from September 28, 2011. He has ceased as director w.e.f March 30, 2017. The Company, its Board and the management gratefully acknowledge the invaluable guidance, contribution and leadership provided by him during his 16years tenure with the Company.

ii) Retirement of Mr. R.V.Raghavan

The shareholders at their Annual General Meeting held on August 2, 2014 had in accordance with the Tata Group retirement policy appointed Mr. R. V. Raghavan (DIN : 01754139) as an Independent Director to hold office till April 3, 2017. Mr. R. V. Raghavan has been on the Board of TRF from October 23,2007 as an independent director. He has ceased as director w.e.f April 4, 2017. The directors and the management placed on record their sincere appreciation of the contribution made by him during his tenure.

iii) Resignation of Mr. Alok R. Kanagat

Mr. Alok R. Kanagat (DIN : 02193153) resigned from the directorship of the Company with effect from April 1, 2017. Mr. Alok R. Kanagat has been on the Board of TRF from April 10,2015 as non-executive non-independent director. The directors and the management placed on record their sincere appreciation of the contribution made by him during his tenure. Appointment

i) Mr. Sandip Biswas

Mr. Sandip Biswas (DIN : 00518430) who is Group Executive Vice President Finance of Tata Steel Ltd has been appointed as additional director (Non-executive non-independent) with effect from January 25,2017. He is a Chartered Accountant and Company Secretary having over 22 years of experience. He joined Tata Steel in 2005 as Chief Foreign Exchange and Treasury Management and has headed various roles in finance function in Tata Steel. In 2011 he was appointed as Group Director (Corporate Finance and Mergers & Acquisitions) of Tata Steel and was responsible for financing strategies, capital structure, mergers and acquisitions, planning and execution of capital raising activities and corporate legal among others. He was appointed Group Vice President Finance on 1st November 2013 and re-designated as Group Executive Vice President Finance on 1st April 2014. He is on the Board of several Tata Steel Group Companies, in India and abroad including critical joint ventures and also member of Capital Markets Sub-committee of Federation of Indian Chambers of Commerce and Industry.

The Board had at its meeting held on April 7, 2017 appointed Mr. Sandip Biswas as Chairman of the Company.

Mr. Biswas brings to the Board his extensive outstanding experience in managing the finance functions of a large global corporation during tough times and his ability to tackle and manage challenges.

Mr. Sandip Biswas holds office as an additional director up to the ensuing Annual General Meeting. The Company has received notice along with requisite deposit from a member proposing his appointment as director. It is proposed to appoint Mr. Sandip Biswas as director liable to retire by rotation at the ensuing Annual General Meeting.

ii) Mr Dibyendu Bose

Mr. Dibyendu Bose (DIN : 00282821) who is Group Director (Investments & New Ventures) of Tata Steel Ltd has been appointed as additional director (Non-executive non-independent) with effect from January 25, 2017. He is an Engineer from Indian School of Mines, Dhanbad and a Post Graduate from the Indian Institute of Management, Calcutta. With a career span of over 28years with the Tata Steel Group he has worked with the International Trading Division during 19921997; served as Tata Steel West Asia representative from 1997-2001 in Dubai and Chief of M&S of Tata Pipes from 20012004. He held the post of Managing Director, TM International Logistics Ltd., a joint venture company of Tata Steel Ltd, NYK Holding (Europe) BV & IQ Mar trade of Germany for seven and half years. He was appointed as Group Director (Investments -8 and New Ventures) of Tata Steel in November 2013. He serves on the Board of several companies in the Group.

Mr. Dibyendu Bose brings to the Board his rich experience of finance, technical and general management. Mr Dibyendu Bose holds office as an additional director up to the ensuing Annual General Meeting. The Company has received notice along with requisite deposit from a member proposing his appointment as director. It is proposed to appoint Mr. Dibyendu Bose as director liable to retire by rotation at the ensuing Annual General Meeting.

iii) Mr. Rajesh Ranjan Jha

Mr. Rajesh Ranjan Jha (DIN : 07715246) who is Vice President Engineering and Projects of Tata Steel Ltd has been appointed as additional director (Non-executive non-independent) with effect from January 25, 2017. He is BE (Mechanical) and MBA in Finance and Marketing having over 26 years of experience. He joined Tata Steel as Graduate Trainee in July 1990 and worked in the Engineering division. Thereafter he was moved to JAPCOL, a joint venture of Tata Steel and Tata Power. Subsequently he was appointed as President of Stewards and Lloyds of India Ltd from 1997 to 2005. Thereafter he worked as Business Head (Metal & Minerals) and Executive-in-Charge (Eastern Region of Tata Projects Ltd. He was transferred back to Tata Steel in 2008as Executive-in-Charge of Growth Shop. From October 2012, he was Vice President Engineering, Kalinganagar Project. From April, 2017, he has been appointed as Vice President Engineering and Projects of Tata Steel Ltd.

Mr. Rajesh Ranjan Jha brings to the Board his rich experience of engineering and project management.

Mr. Rajesh Ranjan Jha holds office as an additional director up to the ensuing Annual General Meeting. The Company has received notice along with requisite deposit from a member proposing his appointment as director. It is proposed to appoint Mr. Rajesh Ranjan Jha as director liable to retire by rotation at the ensuing Annual General Meeting. Key Managerial Personnel (KMP)

Pursuant to Section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company are:

1) Mr. P. S. Reddy, Managing Director

2) Mr. Subhashish Datta, Chief Financial Officer

3) Mr. Tarun Kr Srivastava, Company Secretary.

The Key Managerial Personnel appointed during the year is as under:

Sl. No	Name	Designation	Date of Appointment
1	Mr. P.S. Reddy	Managing Director	April 1,2016

No other KMP was appointed or has ceased during the year.

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, 2014is given in Annexure 5.

Directors'' Responsibility 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.

- 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.

Audit Committee

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

Internal Financial Controls

The Board of Directors of the Company are responsible for ensuring that Internal Financial Controls have been laid down in the Company and that such controls are adequate and operating effectively. The foundation of Internal Financial Controls (IFC) lies in the Tata Code of Conduct, policies and procedures adopted by the management, corporate strategies, annual business planning process, management reviews, management system certifications and risk management framework. 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 commensurate with the scale, size and complexity of its operations. The controls based on the prevailing business conditions and processes have been tested during the year and no reportable material weakness in the design or effectiveness was observed. The framework on Internal Financial Control over Financial Reporting has been reviewed by the internal and external auditors.

The Audit Committee has also reviewed the effectiveness of internal controls and compliance control, related party transaction, the status of Internal Financial Control and Key Accounting Controls.

Related party transactions

Details of transaction with related parties in Form AOC-2 is given in Annexure 6.The details of transactions with related parties as per Ind AS 24 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'' 16-17forming 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. During the year, the Company received 2 complaints of sexual harassment, out of which one complaint has been resolved by taking appropriate action. The other complaint is under investigation.

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. Further during the year the Board has adopted a Risk Management Policy.

The Company has developed risk registers and has identified key risks and has also framed risk mitigation plan for the same. During the year the risk management executive Committee comprising of senior Head of Departments have revisited, assessed the current risks and risk management 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 2016-17does not contain any qualification which warrants comments from the Board of Directors.

The Statutory Auditors Report on Consolidated Financial statement contains a modified opinion of the auditors as under: "The recoverable amount of the cash generating unit which includes goodwill on consolidation of Rs. 6,200.67 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"

Explanation to Qualifications/Modified opinion

The Statutory Auditors have expressed concern over the reasonableness of the assumptions made to estimate the future cash flow projections of a subsidiary Dutch Lanka Trailer Manufacturers Ltd (DLT) 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 31,2017.

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

The management would like to inform that DLT Group has shown 12% Growth in FY 2016-17 in terms of Sales Revenue over the previous year. Moreover, the Sales revenue projected by DLT Group for next five years are achievable considering improvement in market conditions. The performance of DLT Group is expected to improve in future.

Therefore, the management is of the view that the sales projections are achievable and no further impairment provision is required.

G. Statutory Auditors

As per the provisions of the Companies Act, 2013, statutory auditors need to be rotated on completion of two consecutive terms of five years each. The auditor rotation was applicable from 1st April 2014, however, companies which fall under this provision had been allowed a transition period of three years to comply with the provisions of the Act. Accordingly, the company would need to appoint a new audit firm to audit its books of account for the year ending March 31,2018 and onwards.

M/s A. F. Ferguson &Co, Chartered Accountants were appointed as first auditors of the Company and continued to be auditors till AGM held on June 21,2008. In 2007-08, they became part of Deloitte Haskins & Sells. In the aforementioned AGM held on June 21,2008 Deloitte Haskins & Sells were appointed as the Auditors of the Company and they continue as Auditors up to the ensuing Annual General meeting.

In terms of seventh proviso to section 139(1) of the Companies Act, 2013, the tenure of existing Auditors, M/s Deloitte Haskins & Sells (DHS), Kolkata, Chartered Accountants, is completing at the ensuing Annual General Meeting.

The Board, at its meeting held on May 23, 2017 considered the recommendations of the Audit Committee for the appointment of M/s Price Waterhouse & Co Chartered Accountants LLP (PwC), Chartered Accountants (Firm Registration No 304026E/ E-300009) as the statutory auditors to hold office from the conclusion of the ensuing Annual General Meeting up to the conclusion of 59th Annual General Meeting. Based on due consideration, your Board has recommended for your approval for the appointment of PWC as the statutory auditor of the Company, subject to ratification at each Annual General meeting held during their tenure. We seek your support in approving the appointment of PWC as the new statutory auditor of the Company. Accordingly, requisite resolution forms part of the Notice convening the AGM.

H. 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 2016-17. The remuneration of the said auditors was approved by the members at their last Annual General Meeting held on July 30, 2016. The Cost Audit Report along with annexure for the FY 2015-16 was filed within the stipulated time.

M/s Shome & Banerjee, Cost Accountants have been re-appointed by the Board as Cost Auditors of the Company for the financial year 2017-18. In terms of section 148 approval of members is sought at the ensuing Annual General Meeting for payment of remuneration to the said auditors.

I. Secretarial Auditors & Secretarial Audit Report

The Board of Directors had appointed M/s P. K. Singh & Associates, Company Secretaries (Firm Registration No P2002JH045700) 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 2016-17. The Secretarial Audit Report for FY''16- 17 is given in Annexure 7.

J. Extract of Annual Return

K. Legal Orders

There are no Significant/material orders of Courts/tribunal/regulation affecting the Company''s going concern status. However, members âattention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

L. Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments as required under section 186 of the Companies Act, 2013 are given in Annexure 9.

M. 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 10.

N. Deposit

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

O. 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 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.

P. Reference to BIFR

As the net worth of the Company was fully eroded as at 31stMarch 2015, in compliance with the provisions of Section 15of Sick Industrial Companies (Special Provisions) Act, 1985 read with applicable rules, reference had been filed with BIFR and the same was registered. The Company had also submitted a revival scheme with BIFR which envisaged to turn around the Company on its own effort. However vide notification dated 25.11.2016,the Sick Industrial Companies (Special Provisions) Repeal Act, 2003 was enforced with effect from 1.12.16. As a result with effect from 1.12.16 the Sick Industrial Companies (Special Provisions) Act, 1985 has been repealed and BIFR stands dissolved and no application has been moved by the Company under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENT

We also thank our workers ''union for their cooperation and support.

On behalf of the Board of Directors

Sandip Biswas

Kolkata, Chairman

May 23, 2017 DIN:00518430

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 [email protected] 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

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;

- 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.

Audit Committee

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 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

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

ACKNOWLEDGEMENT

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 Ãa 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 ÃPR1+ 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 ÃBalance of PlantÃ 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 (ÃAAAÃ). Your Company holds 51% Equity Stake in this Joint venture. ÃAAAÃ 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 Ãsafety 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 ÃAksharÃ, 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 ÃAstitva, its Mahila Kendra Ã 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 Ãbustee adjoining the TRF Works. In line with the Tata Group Philosophy, TRF Ladies Association is actively working in the area of ÃClimate ChangeÃ, 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

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