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Directors Report of TRF Ltd.

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

 
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