Directors Report of Tinplate Company of India Ltd.
Mar 31, 2023
Directors'' Report
To The Members,
The Board of Directors hereby present the 104th Annual Report of
The Tinplate Company of India Limited (''Company'') along with the
audited financial statements for the year ended March 31, 2023.
|
Gross Sales/Income |
FY 2022-23 3,95,886 |
FY 2021-22 424,951 |
|
Total Expenditure |
3,74,481 |
374,935 |
|
Operating Profit |
21,405 |
50,016 |
|
Add: Other Income |
5,554 |
4,003 |
|
Profit before finance cost, |
26,959 |
54,019 |
|
Less: Finance Cost |
1,221 |
820 |
|
Profit before depreciation, |
25,738 |
53,199 |
|
Less: Depreciation |
6,447 |
6,080 |
|
Profit before exceptional items and |
19,291 |
47,119 |
|
Add: Exceptional Items |
- |
- |
|
Profit before taxes |
19,291 |
47,119 |
|
Less: Taxation Expenses |
5,009 |
11,828 |
|
Profit for the period |
14,282 |
35,291 |
|
Add: Other Comprehensive Income/ |
(885) |
(710) |
|
Total Comprehensive Income |
13,397 |
34,581 |
|
Retained earnings Opening Balance |
63,348 |
30,860 |
|
Add: Transfer from Equity Revaluation |
- |
- |
|
Less: Dividend paid to Equity |
4,187 |
2,093 |
|
Less: Tax on Dividends |
- |
- |
|
Less: Transfer to General Reserve |
- |
- |
|
Retained Earnings Closing Balance |
72,558 |
63,348 |
The Board of Directors of the Company (the ''Board'') had
formulated and adopted the Dividend Distribution Policy (the
''Policy'') of the Company in compliance with Regulation 43A of
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, (''Listing
Regulations''). The Policy is available on the Company''s website
at https://www.tatatinplate.com/content/pdf/policies/dividend-
distribution-policy.pdf
The Board has recommended a dividend of ?3/- per fully paid-up
Equity Share (previous year : ''4/- per fully paid-up Equity Share) on
10,46,67,638 Equity Shares of face value of ?10/- each for FY 2022-23.
The dividend has been recommended by the Board in line with the
guidelines laid down by the Dividend Distribution Policy and will be
paid out of the profits of the Company.
The dividend on Equity Shares is subject to the approval of the
shareholders at the forthcoming Annual General Meeting (AGM) of
the Company and if approved, the dividend would result in a cash
outflow of ^3140.03 lakh. The dividend on Equity Shares is 30% of
the paid-up value of each share. The total dividend pay-out works
out to 22% (previous year: 12%) of the net profit.
In this connection it is pertinent to mention that pursuant to the
Finance Act, 2020, dividend income is taxable in the hands of the
shareholders effective April 1, 2020 and the company is required
to deduct tax at source from dividend paid to the shareholders at
prescribed rates as per the Income Tax Act, 1961.
The Board of Directors have decided to retain the entire amount
of profit for the Financial Year 2022-23 in the Statement of Profit
and Loss.
During FY 2022-23 the Company had incurred a capital expenditure
of ? 8,115 lakh mostly to upgrade technology and mitigate risks
associated with obsolescence, which has been funded through
internal accruals.
The Company''s liquidity position is ? 93,623 lakh as on March 31,
2023, comprising ? 78,623 lakh in cash and cash equivalent and
balance in undrawn credit lines.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required in terms of the
Listing Regulations is incorporated herein by reference and forms
an integral part of this report as Annexure 1.
Global Economy: Year 2022 has been one of the most challenging
years with heightened geopolitical and economic uncertainty.
Global economic activity witnessed sharper than expected
slowdown due to multiple headwinds such as high inflation, supply
realignments led by Russia''s-Ukraine war and slowdown in Chinese
economy due to weak real estate sector. Combination of these
factors led to global GDP growth of 3.4% in 2022, significant fall
from 6.2% growth witnessed in 2021 according to the International
Monetary Fund''s (''IMF'') World Economic Outlook report.
According to World Steel Association, global steel consumption is
estimated at 1797 million tonnes in 2022, a decline of 2.3% y-o-y,
mainly due to ~4% decline in China''s steel demand. Amongst the
top 10 steel consuming countries only India (112.7 million tonnes
growth of ~6% y-o-y), USA (99.2 million tonnes, growth of ~2% y-o-y)
and Japan (57.5 million tonnes, growth of 0.2% y-o-y) are estimated
to witness a growth during 2022.
Indian Economy: India remained a bright spot in otherwise gloomy
global economic conditions. India has very well managed the rising
inflation with a series of monetary and fiscal initiatives supported by
healthy domestic demand. With continued resilience well supported
by domestic demand, India''s GDP is estimated to grow by 7% in
FY 2022-23.
India''s steel industry also witnessed healthy domestic demand
in FY 2022-23 well supported by government spending on
infrastructure and strong urban consumption. India''s steel
consumption is estimated to clock of growth of ~11% (y-o-y) in
FY 2022-23 with estimated demand of 117 million tonnes. This
demand would be well supported by rising crude steel production
which is estimated to be at ~125 million tonnes in FY 2022-23,
registering an increase of ~4% over last year.
Outlook for FY 2023-24: According to IMF''s world economic
outlook report, global growth is projected to fall further to 2.9%
in 2023 as rise in central bank rates to fight inflation and Russia''s
war in Ukraine continue to weigh on economic activity. India''s GDP
growth is set to remain healthy in near future with rising share of
investments supported by continued government spending on
infrastructure and improving private investments on the back of
PLI (Production Linked Investment) scheme implementation. These
factors will lead to a growth of ~6% in FY 2023-24.
Tinplate Industry in India: In FY 2022-23, domestic demand
was 610 KT compared to 630KT in FY 2021-22. Edible oil demand
remained volatile in H1 as oil prices rose to decade high levels. Out-
of-Home consumption suffered due to high inflation, impacting
tinplate demand. The paints Industry faced challenges across Q2
and Q3 FY 2022-23 where repainting demand was affected due to
high paint prices. Reduction in cheaper non-prime tinplate imports
by 36% (89KT FY 2022-23 Vs 138KT FY 2021 -22) opened prospects for
serving underserved markets and sustaining domestic market share
at 47%. Processed food demand remained flat, due to high farm-gate
prices. Your company being the sole supplier of Tin free steel in India
could serve the rise in demand for crowns in beverages segment.
OPERATIONAL AND FINANCIAL PERFORMANCE
During FY 2022-23, the Company achieved net production of
362KT as compared to 374KT in FY 2021-22. Sales stood at 362 KT as
compared to 373 KT in FY 2021-22.
The Company''s EBITDA (Earnings before interest, taxes, depreciation
and amortization) for FY 2022-23 is ? 23,842 lakh as compared to
? 52,277 lakh in FY 2021-22. Consequently, Profit after tax decreased
to ? 14,282 lakh in FY 2022-23 as compared to ? 35,291 lakh in
FY 2021-22. The decrease in profitability is due to lower realisations
and higher costs.
In FY 2022-23, Exports volumes decrease to 77 KT, as compared to
92 KT in FY 2021-22 due to Export Duty imposition. The Company
exported 21% of its produce to Middle East, Europe, parts of Africa,
South East Asia (SEA) and neighbouring countries.
Domestic sales increased to 285 KT as compared to 281 KT in
FY 2021-22 despite several challenges throughout the year.
Continued reduction in cheaper non-prime tinplate imports
opened prospects for your Company to sell more domestically.
Despite challenging business environment, due to competition
from domestic competitors, your company was able to protect its
leadership position in the domestic market with a market share
of 47%.
Furthermore, your company could successfully ramp up sales
through its distribution business to 33KT higher than FY 2021-22
(27KT) serving underserved customers and increasing market reach.
Sales of PAXEL cans also reached its highest ever 124 lakh cans
through ramp-up of our solutions business and acquiring higher
SOB with our marque edible oil customers. Sales of value-added
downstream products contributed to ~10% of domestic sales.
In FY 2021-22, the Board had approved a growth plan (the Project)
to expand the capacity at Jamshedpur from 3,79,000 tonnes to
6,79,000 tonnes involving an estimated capital expenditure of
? 2,254 crores (including interest during construction and taxes). The
Project will be financed through a combination of internal accruals
and debt. During the year, the Company obtained environmental
clearance and formally inaugurated the Project with the foundation
stone laying on 3rd April 2023 by Chief Minister of Jharkhand.
SAFETY, HEALTH AND ENVIRONMENT
Safety & Health of the employees have assumed the highest
importance in your Company. The management is committed to
ensure ''Zero Harm'' to its employees and to all persons within the
Company premises. Safety and occupational health responsibilities
are integral to the Company''s business processes, as spelt out in
Company''s Safety, Health and Environment Policies and Procedures.
In FY 2022-23, the Company recorded a total of 20 safety incidents,
marginally higher than that off FY 2021-22, totalling to 19 incidents.
Scope of safety was broadened with work starting on project
enablement site which has witnessed 4 Near-Miss incidents, largely
related to electrical cables. There was a reduction in Loss Time Injury
(LTI) cases to 1 in FY 2022-23 from 3 in FY 2021-22. Also, Medical
treatment injury case and Fire incident are at zero in FY 2022-23.
All the incidents have undergone detailed investigations and
recommendations have been implemented all-across to make the
workplace safer.
Unfortunately, after nearly 9 years, an incident of fatality occurred
at Electrolytic Tinning Lines (ETL) loading point no.2 on January
22, 2023 (Last Fatal incident occurred on June 12, 2014 at ETL1
Basement). In order to mitigate any risks of future occurrence, the
Company has trained private security personnel and deployed them
as traffic wardens at strategic positions inside Works. A decision was
taken to allow only those vehicles installed with rear view cameras
to enter the Works and to deploy a daily vehicle inspection checklist.
Learning from the LTI incident, which took place in May 2022,
Company installed safety curtains, access controls in SHL2 along
with camera-based surveillance systems with online monitoring and
reporting of unsafe practices across the plant and expansion project
sites. Company also deployed an Artificial intelligence-based Safety
Surveillance system in CRM for capturing and reporting violations
by workmen going closer to critical man-machine interfaces and
not wearing Personal Protection Equipment. To improve road and
transport safety, safety standards were revised, barricades and
safety wardens deployed along with installation of vehicle speed
monitoring system with escalation of violation to concerned
employee and respective Unit heads. Successful trials of artificial
intelligence cameras in forklifts and other mobile cranes to alert
operators if a workman is detected close to equipment while the
equipment is reversing. Material handling continued to remain as
one of the concerned areas with the highest share of incidences
(35%) during the year. Trials have been completed for Hands-free
communications gadgets between crane operators and signalers for
improving communication, high resolution wireless cameras at EOT
cranes to improve visibility of unsafe acts during material handling.
To improve safety competency amongst employees, training has
been initiated at Tata Steel''s Suraksha Kendra and J N Tata Vocational
Training Institute (JNTVTI). Special drive was undertaken to improve
safety of our business partners (54 vendors) through third party
assessment that includes vendor star rating, safety induction
training for contract employees, general medical examination,
work at height training and vertigo test for jobs required at elevated
workplaces. To address behavioral safety issues amongst employees
''Ghar Se Ghar Tak'' program was started for U level employees along
with their spouses, explaining safer behaviors starting from home
to workplace and back.
The Company continues to focus on lead indicators of safety such
as KYT (Hazards Prediction), Hands-free Operations (do not touch)
& CAUP (Commonly Accepted Unsafe Practices) initiatives through
safety kaizen and automation to ensure a safer workplace. Job Cycle
Check initiatives have been continuing to improve existing SOPs
(Standard Operating Procedures).
To give a boost to health, in FY 2022-23, we continued with wellness
at workplace program and covered 1171 employees, their health
risks were identified, and they were counselled for corrective and
preventive actions for improving health.
The Company is fully committed to minimizing the environmental
impact of its operations by implementing sustainable practices.
The major focus areas are - expansion project, water conservation
and recycling of wastewater, solid waste management, reduction
in emission / effluents, energy management and tree plantation.
TCIL has received the Consent to Operate for the existing plant
operations for next three years i.e., till December 2025. TCIL applied
for Environment Clearance in view of its current Plant operations and
expansion project for implementation of growth plan. Accordingly,
we conducted environmental impact assessment study, Public
Hearing, and multiple presentations at statutory body (SEIAA). You
will be glad to hear that we have been accorded Environmental
Clearance for a period of 10 years to achieve annual production of
one million Metric Tonnes of Tinplate in phases.
During the year we also undertook various environmental
improvement projects such as construction of additional sludge
holding tank, augmentation of ETL filter press, installation of mixed
bed systems at ETL resin-based treatment plant, replacement of old
tanks with new acid storage tanks at Pickling, sustenance of effluent
and emission performance, and plantation of 1250 nos. of saplings
in the Plant premises. In FY 2022-23, we have implemented the
second phase of the solar power project (1100 KWp) at various mill
rooftops. As on date, the Company has total Solar power generation
capacity of 1300 KWp.
Safety, Health and Environment will continue to remain as your
Company''s topmost priority to ensure protection of our employees
and assets, compliance to the legal framework, improved
productivity and protecting environment for the society around us.
CORPORATE SOCIAL RESPONSIBILITY
Upholding the Tata tradition, service to the Community has been
part of the Company''s commitment. The objective of our CSR
activities is to improve the quality of life of people through long term
value creation. Over the years, the Company has put in place a well-
defined process in the key thrust areas of education, employability,
skill development and health care. With the enforcement of Section
135 of the Act the Company''s initiatives towards Corporate Social
Responsibility have been further reinforced. In order to adhere to
the Companies (Corporate Social Responsibility Policy) Amendment
Rules, 2021 (CSR Rules) notified by the Ministry of Corporate Affairs
the Company had further streamlined its processes and initiatives.
Brief details of the CSR Policy (the Policy) forms part of the Annual
Report on CSR activities annexed to the Directors'' Report. The Policy
adopted by the Company can be viewed at https://www.tatatinplate.
com/content/pdf/policies/CorporateSocialResponsibilitvPolicv.pdf
The composition of the CSR Committee and other details of the CSR
Committee are given in Corporate Governance Report, which forms
part of this Report.
The average net profit of the Company for the last three years was
^23,553.12 lakh. As against the minimum statutory requirement
of 2% of the aforesaid amount i.e. ^471.06 lakh, the Company has
spent ^476.44 lakh during FY 2022-23. The brief outline of the CSR
policy and the CSR initiatives undertaken by the Company during
the Financial Year under review are provided in the ''Annual Report
on Corporate Social Responsibility Activities 2022-23'' forming part
of this report as Annexure 2.
Pursuant to the Listing Regulations, the Corporate Governance
Report along with the Certificate from a Practicing Company
Secretary, certifying compliance with conditions of Corporate
Governance, is annexed to this report as Annexure 3.
In compliance with the above regulation, the Managing Director''s
declaration confirming compliance with the code of conduct has
been made part of this Annual Report.
MEETINGS OF THE BOARD AND ITS COMMITTEES
Board Meetings
During FY 2022-23, the Board of Directors of the Company met
six times. The intervening gap between the meetings was within
the limits prescribed under the Companies Act, 2013 (''Act'') and
Listing Regulations. The details of the composition of the Board, its
Committees, their meetings held during the year under review and
the Directors attending the same are in the Corporate Governance
Report forming part of this Report.
Familiarization Programme for Independent Directors
The Company has adopted a policy on familiarization programme for
Independent Directors (IDs). All new IDs at the time of appointment
are issued a letter of appointment explaining their role, duties and
responsibilities as IDs of the Company. The Senior Management
team make presentations giving an overview of the industry, its
markets, operations, and all other key business factors. 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
http://www.tatatinplate.com/content/pdf/corporate-governance/
IndependentDirectorFamiliarizationEducationProgramme.pdf
In compliance with the provisions of the Act and Listing Regulations
the process and criteria for annual performance evaluation of the
Board, its Committees and individual Directors had been laid
down by the Nomination and Remuneration Committee (''NRC'')
and the Board of Directors of the Company. In adherence to the
statutory requirement the Board of Directors has carried out an
evaluation of its own performance, its Committees and that of its
individual Directors.
Various aspects have been covered under the evaluation process
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 Directors'' 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 05, 2017.
The performance of the Committee has been evaluated by the
Board after taking inputs from the Committee members on the basis
of criteria such as the composition of Committees, effectiveness of
Committee Meetings, etc.
The Independent Directors at their meeting, reviewed the
performance of the Board, Non-Executive Directors and Chairman.
The NRC at its meeting reviewed the performance of the Board as a
whole; and that of the individual Directors. The Board at its meeting
reviewed the performance of the Board as a whole, its Committees
and individual Directors, taking into account feedback of the NRC
and IDs which included the evaluation of the Chairman and Non¬
Independent Directors of the Company.
POLICY ON APPOINTMENT AND REMUNERATION OF
DIRECTORS, SENIOR MANAGEMENT AND OTHER DETAILS
The Board of Directors of the Company pursuant to Section 178(3)
of the Act and considering the recommendation of the NRC, has
adopted the following two policies:
a. Policy on Appointment and Removal of Directors and
b. Remuneration Policy of Directors, KMPs and other employees
The salient features governing the policy on appointment of
Directors are as follows:
i. It lays down the criteria, terms and conditions with regard
to the identification of persons who are eligible to become
Directors and Senior Management Personnel of the Company.
ii. Provides guidelines to NRC for recommending to the Board on
appointment of the appropriate candidate for the position of
Director / KMP, as the case may be.
iii. It lays down the Board membership criteria in connection
to the Company''s business, ensures Board diversity and
adopt statutory standards to evaluate and determine the
independence of Directors.
The remuneration policy is governed by the following key principles:
a. Remuneration for Independent Directors and Non Independent
Non-Executive Directors: The overall remuneration should be
commensurate with the size of the Company, complexity of
the sector / industry / Company''s operations and capacity
to pay the remuneration. Details of remuneration paid to
Independent Directors and Non Independent Non-Executive
Directors is disclosed in the Corporate Governance Report
which is a part of this report.
b. Remuneration paid to Managing Director/Executive Director/
KMP/ rest of the employees: The extent of the overall
remuneration should be sufficient to attract and retain
talented and qualified individuals suitable for the role. Hence
remuneration should be market competitive, driven by the
role to be played by the individual, reflective of the size of the
Company and its complexity, consistent with recognized best
practices and aligned to regulatory requirements.
The details of the two policies namely are available on the Company''s
website at http://www.tatatinplate.com/content/pdf/policies/
appointment-removal-policy.pdf and http://www.tatatinplate.
com/content/pdf/policies/remuneration-policy.pdf respectively.
During the year under review there has been no change in these
two policies.
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 (''Rules'') are annexed to this report as Annexure 4.
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Rules, 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 company.secretariat@
tatatinplate.com
The year under review saw the following changes to the Board of
Directors (''Board'') of the Company:
Based on the recommendations of the NRC and in terms of the
provisions of the Companies Act, 2013, the Board on March 30,
2023, appointed Mr. Krishnava Dutt (DIN: 02792753) as an Additional
Director of the Company, with immediate effect. Further, based
on the recommendations of the NRC and subject to the approval
of the Members, the Board, in accordance with the provisions of
Section 149 read with Schedule IV to the Act and applicable Listing
Regulations, appointed Mr. Dutt as an Independent Director of the
Company, not liable to retire by rotation, for a period of five years
commencing from March 30, 2023 through March 29, 2028. Mr. Dutt
fulfills the criteria under Regulation 16(1)(b) and Regulation 25(8) of
Listing Regulation. In the opinion of the Board, Mr. Dutt is a person
of integrity and brings to the Board his extensive knowledge and
experience in the field of law and regulatory matters, strategy,
finance, accounts, governance and government/regulatory affairs.
Based on the recommendations of the NRC and in terms of the
provisions of the Companies Act, 2013, the Board on April 1, 2023,
appointed Mr. Prabhat Kumar (DIN: 08263070) as an Additional
Director (Non-Executive) of the Company with immediate effect.
Reappointment of Director retiring by rotation
As per the provisions of the Act, Ms. Atrayee Sanyal (DIN: 07011659),
Director of the Company, retires at the ensuing AGM and being
eligible, seeks re-appointment. The necessary resolution for re¬
appointment of Ms. Sanyal forms part of the Notice convening the
ensuing AGM. The profile and particulars of experience, attributes
and skills that qualify Ms Sanyal for Board membership, are disclosed
in the said Notice.
As per the terms of appointment and the retirement policy of the
Company, Mr B N Samal ( DIN 00429902) Independent Director had
retired from the Board on March 3, 2023.
Further, Mr Rajeev Singhal (DIN 02719570) Non-Executive Director
of the Company resigned from Board of Directors of the Company
with effect from March 31, 2023.
The Board would like to place on record their sincere appreciation
for Mr. Samal''s and Mr. Singhal''s guidance to the company during
their tenure on the Board.
INDEPENDENT DIRECTORS'' DECLARATION
The Company has received the necessary declaration from each
ID in accordance with Section 149(7) of the Act and Regulations
16(1)(b) and 25(8) of the Listing Regulations. The said declaration
confirms that the IDs meet the criteria of independence as laid
down under Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations.
In the opinion of the Board, there has been no change in the
circumstances which may affect their status as IDs 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 IDs on the Board. Further, the
IDs of the Company have undertaken requisite steps towards the
inclusion of their names in the data bank of IDs maintained with
The Indian Institute of Corporate Affairs in adherence to Section 150
read with Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014.
Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel (KMP) of the Company as on the date of this
report are as below :
i. Mr. R N Murthy - Managing Director
ii. Mr. Rajeev Kumar Choudhary - Chief Financial Officer
iii. Mr. Kaushik Seal - Company Secretary
During the year under review, there has been no change in the Key
Managerial Personnel of the Company except as mentioned below:
Mr. Sourabh Agarwal ceased to be the Chief Financial Officer of
the Company with effect from the close of business hours of May
31, 2022.
Mr. Rajeev Kumar Choudhary was appointed as the Chief Financial
Officer of the Company effective June 1, 2022.
The Audit Committee (the ''Committee'') primarily monitors
and provide effective supervision to the Management''s financial
reporting process to ensure accurate and timely disclosures, with
the highest levels of transparency, integrity and quality of financial
reporting. The Committee has adopted Charter for its functioning.
There has been no instances during the year when the Board has not
accepted any recommendations of the Committee.
As on the date of this Report, the Committee comprises of
Dr. Sougata Ray, as Chairman and Ms. Atrayee Sanyal, Mr. Shashi
Kant Maudgal and Mr. Krishnava Dutt as Members.
The Committee met nine times during the year. The details of which
including the terms of reference of the Committee, number and
dates of meetings held and attendance of Directors during the year
are provided in the Corporate Governance Report forming part of
this Report.
The details of other Committees in respect of their composition,
duties and other detail are given in the Corporate Governance
Report which forms part of this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Board of Directors, based on the framework of internal financial
controls, compliance system established and maintained by the
Company, work performed by the internal, statutory, cost and
secretarial auditors including audit of internal financial controls
over financial reporting by the statutory auditors and the reviews
performed by Management and the relevant Board Committees,
including the Audit Committee, is of the opinion that the Company''s
internal financial controls were adequate and effective during
FY 2022-23.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013,
the Board of Directors, to the best of its knowledge and ability
confirms that:
i. i n the preparation of the annual accounts, the applicable
accounting standards have been followed and that there were
no material departures;
ii. they have selected such accounting policies and applied
them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial
year and of the profit of the Company for that period;
iii. they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 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 were
adequate and were operating effectively; and
vi. they have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems
were adequate and operating effectively.
The Company''s internal control systems commensurate with the
nature of its business, the size, and the complexity of its operations
and such internal financial controls with reference to the Financial
statements are adequate. The details of the Internal Financial
Controls of the Company forms part of Management Discussion
and Analysis forming part of this Report .
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Board of Directors of the Company have adopted a Vigil
Mechanism comprising of two policies viz. Whistle Blower Policy
for Directors and Employees and Whistle Blower Policy for Vendors/
Customers of the Company. Whistle Blower Policy provides a formal
mechanism for Directors, employees and vendors of the Company
to approach the Ethics Counsellor/ Chairman, Audit Committee
to report concerns about unethical, actual or suspected fraud or
violation of Company''s code of conduct or ethics. During the year
under review, nine ethical concerns were dealt with and closed. The
mechanism ensures that the activities of the Company are conducted
in a fair and transparent manner. The said policy is available at the
Company''s website at http://www.tatatinplate.com/content/pdf/
policies/vigil-policv.pdf. The Anti-Bribery and Anti-Corruption
(''ABAC'') Policy, and Anti-Money Laundering (''AML'') Policy were also
adopted by the Company. Both ABAC and AML policies are available
at https://www.tatatinplate.com/content/pdf/policies/anti-bribery-
anti-corruption.pdf and https://www.tatatinplate.com/content/pdf/
policies/anti-money-laundering-policy.pdf respectively.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company did not give any loans, directly or indirectly to any
person (other than to employees) or to other body corporates, nor
did it give any guarantee or provide any security in connection with
a loan to any other body corporate or person during FY 2022-23.
The Company has certain long term non-current investments, as
detailed under Note 6 to the ''Notes to the Financial Statements'';
such investments are in compliance with Section 186 of the Act. The
loans provided to employees are also in compliance with Section
186 of the Act.
In compliance with the provisions of the Act and the Listing
Regulations all related party transactions entered into by the
Company during FY 2022-23 were placed before the Audit
Committee for approval. The related party transactions entered into
by the Company during the said financial year were at arm''s length
and in the ordinary course of business and hence do not fall under
the ambit of Section 188(1) of the Act. Prior omnibus approval was
obtained from the Audit Committee for related party transactions
which were of repetitive nature, entered in the ordinary course
of business and were at arm''s length basis. Material related party
transaction entered into by the Company during FY 2022-23 had
shareholders'' approval in adherence to the Listing Regulations. The
Company did not enter into any materially significant related party
transaction that may have conflict with the interest of the Company.
The information pertaining to related parties pursuant to Section
134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 are provided in Form AOC-2 as Annexure 5 of this Report.
The Company in adherence to the Listing Regulation had identified
related party transactions relating to FY 2023-24 which requires
shareholders'' prior approval. The resolution relating to such related
party transactions forms part ofthe Postal Ballot Notice dated March
19, 2023 for seeking shareholders approval.
The policy on Related Party Transaction as approved by the Board
is displayed on the website of the Company at https://www.
tatatinplate.com/content/pdf/policies/related-party-transaction.
pdf. The details of all related party transactions entered into by
the Company are disclosed in the notes to the financial statements
forming part of this Annual Report.
The Company''s Risk Management Policy has helped in development
of an ERM (Enterprise Risk Management) framework. The ERM
framework supports in identifying the enterprise level risk and in
development of mitigation strategies. The focus of the framework
is to ensure the timely identification and mitigation of the risks.
The formulation of the risk management system is covered in the
Management Discussion and Analysis section which forms a part
of this report. Many risks and uncertainties exist in a Company''s
operating environment and continuously emerge on regular basis.
As per the laid guidelines, in the year 2022-23, the Risk Management
Committee of the Board reviewed the risks along with the plans to
mitigate them. The details of the Committee and other details are
provided in the Corporate Governance Report forming part of the
Report. The Risk Management Policy of the Company is available in
the Company''s website at https://www.tatatinplate.com/content/
pdf/policies/Risk-Management-Policy.pdf
During the year under review, the Company has not accepted any
deposits from public in terms of the Act, nor does the Company
has any amount outstanding on account of principal or interest on
deposits from public as on the Balance Sheet date under Section 73
of the Act, read with Companies (Acceptance of Deposit) Rules, 2014.
AMALGAMATION OF THE TINPLATE COMPANY OF INDIA
LIMITED INTO AND WITH TATA STEEL LIMITED
The Board of Directors of the Company, at its meeting held on
September 22, 2022, approved the Scheme of Amalgamation of
The Tinplate Company of India Limited, into and with its parent
company, Tata Steel Limited (TSL) (''Scheme''). The Company is a
listed subsidiary of TSL. The Board has recommended a share
exchange ratio of 33 fully paid-up equity shares of nominal value of
?1/- each of TSL for every 10 fully paid-up equity shares of nominal
value of ?10/- each held by the public shareholders of the Company.
As part of the Scheme, the equity shareholding held by TSL in the
Company shall stand cancelled. The Company has filed the first
motion application with Hon''ble National Company Law Tribunal,
Kolkata Bench for necessary directions, upon receipt of observation
letters dated March 31, 2023 from the National Stock Exchange of
India Limited and BSE Limited respectively. The amalgamation is
subject to approval from the shareholders and other regulatory/
governmental authorities.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS
No significant and material order were passed by the regulators
or courts or tribunals during the Financial Year which would have
impacted the going concern status of the Company and its future
operations. However, Members'' attention is drawn to the statement
on contingent liabilities, commitments in the notes forming part of
the Financial Statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In compliance with Section 134(3)(m) of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014, the particulars of Conservation of
Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo have been attached as Annexure 6 to this Report.
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 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 did not receive any complaint related to sexual harassment.
The Shareholders at the 98th Annual General Meeting of the
Company held on July 25, 2017, approved the appointment of Price
Waterhouse & Co. Chartered Accountants LLP, (Firm Registration No.
304026E /E300009) [Price Waterhouse], Chartered Accountants, as the
Statutory Auditors of the Company. Further, the Shareholders at the
103rd Annual General Meeting of the Company held on July 4, 2022,
approved the re-appointment of Price Waterhouse for a second term
of five years commencing the conclusion of 103rd AGM held on July
4, 2022 until the conclusion of the 108th AGM of the Company to be
held in the year 2027.
The report of the Statutory Auditor forms part of this Annual
Report 2022-23. The said report does not contain any qualification,
reservation, adverse remark or disclaimer.
In terms of Section 148 of the Act as amended from time to time, the
Company is required to maintain cost records and conduct audit of
its cost records conducted by a Cost Accountant. The cost records
are prepared and maintained by the Company as required under
Section 148(1) of the Act.
The Board of Directors of the Company has, on the recommendation
of the Audit Committee has approved the appointment of
M/s. Shome & Banerjee (Firm Registration No. 000001), as the
cost auditors of the Company for the year ended March 31, 2024.
M/s. Shome & Banerjee have vast experience in the field of cost
audit and have been conducting the audit of the cost records of
the Company for the past several years.
Pursuant to Section 148 of the Act read with Rule 14 of Companies
(Audit and Auditors) Rules, 2014, as amended, the remuneration
of ?2 lakh per annum plus applicable taxes and reimbursement of
out-of-pocket, living and travelling expenses payable to the Cost
Auditors for conducting cost audit of the Company for FY 2023-24
as recommended by the Audit Committee and approved by the
Board has to be ratified by the Members of the Company. The same
is placed for ratification of Members and forms part of the Notice
of the AGM.
The Cost Audit Report of the Company for the Financial Year ended
March 31, 2022, was filed by the Company in XBRL mode, within the
due date.
Section 204 of the Act requires every listed company to annex to its
Board''s report, a Secretarial Audit Report, given in the prescribed
form, by a Company Secretary in practice.
The Board of Directors of the Company, had appointed Mr. A K
Labh, Practicing Company Secretary (FCS - 4848 / CP-3238) of M/s
A K Labh & Co., Company Secretaries, as the Secretarial Auditor to
conduct secretarial audit of the Company for FY 2022-23. The Report
of Secretarial Auditor for FY 2022-23 is annexed to this report as
Annexure 7. The Secretarial Auditors'' Report does not contain any
qualifications, observations or adverse remarks or disclaimer.
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 as specified under Section 143(12) of the Act and
hence, no detail is required to be disclosed under Section 134(3)
(ca) of the Act.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT
In accordance with Regulation 34(2)(f) of the Listing Regulations,
the Securities and Exchange Board of India (''SEBI''), in May, 2021,
introduced new sustainability related reporting requirements to
be reported in the specific format of Business Responsibility and
Sustainability Report (''BRSR''). BRSR is a notable departure from the
existing Business Responsibility Report (''BRR'') and a significant step
towards giving platform to the companies to report the initiatives
taken by them in areas of Environment, Social and Governance.
Further, SEBI has mandated top 1,000 listed companies, based on
market capitalization, to transition to BRSR from FY2022-23 onwards.
Accordingly, BRSR forms part of this report as Annexure 8.
In compliance with Section 92(3) and Section 134(3)(a) of the
Act read with Companies (Management and Administration)
Amendment Rules, 2020, the Annual Return for FY 2022-23 in the
prescribed format has been placed at the Company''s website at
https://www.tatatinplate.com/content/pdf/annual-report/annual-
return-mgt7-31032023.pdf
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.
a) No material changes and commitments affecting the financial
position of the Company have occurred between the end
of the financial year of the Company to which the financial
statements relate and the date of the report.
b) The Company has not initiated any proceedings, nor any
proceeding is pending against the Company under the
Insolvency and Bankruptcy Code, 201 (31 of 2016) during
FY 2022-23.
c) Directors state that no disclosure or reporting is required with
respect to the following items as there were no transactions
related to these items during the year under review:
1. I ssue of equity shares with differential rights as to
dividend, voting or otherwise.
2. Issue of sweat equity shares.
3. Provision of money for purchase of its own shares by
employees or by trustees for the benefit of employees.
d) There was no change in the nature of the business of the
Company during FY 2022-23 nor in the Capital Structure of
the Company. The Company does not have any subsidiary or
joint venture or associate company.
The Directors place on record their appreciation for Senior
Leadership Team and all the employees of the Company for their
efforts and contribution to the Company''s performance.
The recognized Unions at Jamshedpur and Kolkata have cooperated
in an exemplary manner towards achieving the objectives of
your Company.
The Directors would also like to thank the shareholders, customers,
suppliers, bankers, financial institutions, Central and State
Government agencies and all other stakeholders for their trust and
continuous support to the Company.
On behalf of the Board of Directors
Koushik Chatterjee
Place: Mumbai Chairman
Kolkata, April 27, 2023 (DIN: 00004989)
Mar 31, 2022
The Board of Directors hereby present the 103rd Annual Report of The Tinplate Company of India Limited (''Company'') along with the audited financial statements for the year ended March 31, 2022.
|
Gross Sales/Income |
FY 2021-22 424,951 |
(? in lakh) FY 2020-21 228,137 |
|
Total Expenditure |
374,935 |
210,461 |
|
Operating Profit |
50,016 |
17,676 |
|
Add: Other Income |
4,003 |
2,457 |
|
Profit before finance cost, depreciation, exceptional items and taxes |
54,019 |
20,133 |
|
Less: Finance Cost |
820 |
776 |
|
Profit before depreciation, exceptional items and taxes |
53,199 |
19,357 |
|
Less: Depreciation |
6,080 |
6,166 |
|
Profit before exceptional items and taxes |
47,119 |
13,191 |
|
Add: Exceptional Items |
- |
- |
|
Profit before taxes |
47,119 |
13,191 |
|
Less: Taxation Expenses |
11,828 |
3,376 |
|
Profit for the period |
35,291 |
9,815 |
|
Add: Other Comprehensive Income/Loss (net of taxes) |
(710) |
(233) |
|
Total Comprehensive Income |
34,581 |
9,582 |
|
Retained earnings Opening Balance |
30,860 |
22,325 |
|
Add: Transfer from Equity Revaluation Reserve on disposal of Investment |
- |
- |
|
Less: Dividend paid to Equity Shareholders |
2,093 |
1,047 |
|
Less: Tax on Dividends |
- |
- |
|
Less: Transfer to General Reserve |
- |
- |
|
Retained Earnings Closing Balance |
63,348 |
30,860 |
The Board of Directors of the Company (the ''Board'') had formulated and adopted the Dividend Distribution Policy (the ''Policy'') of the Company in compliance with Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (''Listing Regulations''). The Policy is available on the Company''s website at https://www.tatatinplate.com/content/pdf/policies/dividend-distribution-policv.pdf
The Board has recommended a dividend of ?4/- per fully paid-up Equity Share (previous year: ?2/- per fully paid-up Equity Share) on 10,46,67,638 Equity Shares of face value of ?10/- each for the Financial Year 2021-22. The dividend has been recommended by the Board in line with the guidelines laid down by the Dividend Distribution Policy and will be paid out of the profits of the Company.
The dividend on Equity Shares is subject to the approval of the shareholders at the forthcoming Annual General Meeting (''AGM'') of the Company. The payment of dividend would result in a cash outflow of ^4186.71 lakh.
In this connection it is pertinent to mention that pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective April 1, 2020 and the company is required to deduct tax at source from dividend paid to the shareholders at prescribed rates as per the Income Tax Act, 1961.
The Board of Directors have decided to retain the entire amount of profit for the Financial Year 2021-22 in the Statement of Profit and Loss.
During FY 2021-22 the Company had incurred a capital expenditure of ? 8,559 lakh, mostly to upgrade technology and mitigate risks associated with obsolescence, which has been funded through internal accruals.
The Company''s liquidity position is ? 82,546 lakh as on March 31, 2022, comprising ? 67,921 lakh in cash and cash equivalent and balance in undrawn credit lines.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required in terms of Listing Regulations is incorporated herein by reference and forms an integral part of this report as Annexure 1.
In the backdrop of slowdown of Chinese economic growth due to regulatory pressures on its real estate sector and ''Zero COVID Policy'' coupled with multiple waves and variants across major economies and inflationary pressures due to supply chain disruptions, economic recovery has slowed down in 2021. Pickup in global trade, rising services activity & industrial production towards the end of 2021 helped recovery. International Monetary Fund (IMF) has estimated
the global economy to grow by 5.9% in 2021 (earlier projections being 6%) as against a contraction of 3.1% in 2020.
With world entering 2022 in a very grim geopolitical scenario exacerbated by the Russia-Ukraine conflict, many risks grappling the global economy remain. Elevated inflation levels and supply-demand imbalances are to persist longer than expected. As advanced economies lift policy rates, there is an increased risk of capital outflows and currency depreciation in emerging market and developing economies. China''s economic slowdown is expected to continue with stringent restrictions against new COVID-19 cases, financial stress in the real estate sector and weak private consumption. As a result, IMF has projected global growth to moderate to 4.4% in 2022 as against a growth of 5.9% in 2021.
India has witnessed two COVID-19 (second and third) waves in FY 2021-22. While the second wave during April 2021 - June 2021 has had devastating humanitarian crisis, the impact of third wave in January 2022-February 2022 was minimal supported by higher vaccination levels and selective lockdowns. Slower than expected revival in private consumption due to rising inflation, especially in the second half of FY 2021-22 has impacted the economic recovery, however, Reserve Bank of India''s (RBIs) accommodative stance, strong GST collections, credit outlay to MSME''s have shaped the gradual recovery in FY 2021-22 and, in this backdrop, India''s economy is estimated to grow by 9.2% in FY 2021-22 as against a contraction of 6.6% in FY 2020-21. After GDP crossing pre-COVID levels, the recovery momentum is expected to continue supported by (a) growth in industrial output (b) revival in services and (c) government push towards investment. However, heightened commodity inflation remains a key risk which may lead RBI to change its accommodative stance on monetary policy, impacting economic recovery.
According to World Steel Association (WSA), global crude steel production has reached 1,952 million tonnes in 2021, up by 3.8% compared to 2020. China had adopted a stringent production cut policy due to environmental concerns so as to maintain its 2021 production levels below 2020. As a result, Chinese steel production stood at 1,033 million tonnes in 2021, down by 3% over 2020. China''s share of global crude steel production has also decreased from 56.6% in 2020 to 52.9% in 2021. Global steel demand has seen an expansion of 2.7% in 2021 over 2020 driven by double digit growth in India (t by 18.8%), EU-28 (Hby 16.8%), North America (Hby 20.5%), Central & South America (t by 30.7%), South Korea (t by 13.5%) and Thailand (t by 13.9%).
This is backed by the fact that December 2021 onwards India has seen higher recovery (6% higher over pre-COVID levels as per Fitch ratings). Some growth indicators are as follows a) vaccination programme has covered bulk of the population; around 94% of the adult population of the country has received at least one dose and over 80% of the adult population has been covered by both doses
b) rising capital expenditure by the government on infrastructure and an uptick in the housing cycle c) continued recovery in consumption supported by urban demand, accentuated by work from- home and preferences for personal mobility along with rising rural incomes and affordability d) Uptick in Travel and Out-of-Home consumption. However, risks in the near term could stem from sharp and sustained rise in oil prices, consistent rise in commodity prices, forex volatility and risk, inflationary pressures exacerbating macro stability, changes in global risk scenario due to Ukraine-Russia war and concerns leading to disruptive monetary tightening. Normal growth levels may be seen in FY 2022-23 as World comes back to normalcy and vaccination drive achieves its target.
In 2022, demand for Tinplate in domestic market increased by 4% to 630 KT compared to previous year (608 KT). Edible oil demand remained volatile as oil prices reached skyrocketed to decade high levels. Out-of-Home (OOH) consumption which includes hotels, restaurants, caterers, canteens, bakeries, roadside dhabas and fast-food joints also suffered, thus impacting demand. Reduction in cheaper non-prime tinplate imports by 33% (138 KT in FY 202122 vs 205 KT in FY 2020-21) opened prospects for your Company to consolidate its market share and improve margins, through significant growth in tinplate sales to Paints, Aerosol and Processed food end use. Processed food and paints demand remained stable across the year. Smaller markets like battery end use saw an uptick since finished battery imports from China subsided. Your company being the sole supplier of Tin free steel in India could serve the rise in demand for crowns as beer demand picked up.
Overall imports in FY 2021-22 reduced by 33% Y-o-Y to 138KT. This reduction, owing to Steel & Steel Products'' Quality Control Order (SSPQCO) has led to better availability of prime tinplate across India and supported domestic suppliers. However, Prime imports are expected to increase in H2 FY 2022-23 as more BIS certifications are awarded to Overseas suppliers.
OPERATIONAL AND FINANCIAL PERFORMANCE
The Company recorded its best ever operational performance for the year under review. The Company reached highest ever gross production of 380KT and net production of 373.5KT (vs 291KT in FY 2020-21), your Company also achieved highest ever sales of 373.5KT, which is 18% higher than previous year (315.5KT). The Company''s EBITDA (Earnings before interest, taxes, depreciation and amortization) for FY 2021-22 is ? 54,019 lakh as compared to ? 20,133 lakh in FY 2020-21 mainly due to higher realization and higher sales volume. Consequently, profit after tax increased to ? 35,291 lakh in FY 2021- 22 from ? 9,815 lakh in FY 2020-21.
Replicating the success of FY 2020-21 the Company focused on Exports to load the mills evenly across quarters. Exports at 92KT in FY 2021-22 was the ever highest for your company. The Company exported 24% of its produce to Middle East, Europe, parts of Africa, South East Asia (SEA) and neighboring countries despite
the shortage of containers, vessels, high freight rates and need for special banking arrangements.
Your Company''s domestic sales increased by 14% to 281 KT over previous year (246 KT) owing to better demand as impact of pandemic reduced across quarters. Thus, despite ongoing pandemic your company''s overall sales of 373.5 KT was ever highest in its history. Reduction in cheaper non-prime tinplate imports by 33% (138 KT in FY 2021-22 vs 205 KT in FY 2020-21) opened prospects for your Company to consolidate its market share and improve margins, through significant growth in tinplate sales to Paints and Processed food end use. Despite challenging business environment, your Company was able to protect its leadership position in the domestic market with a market share of 47%.
Furthermore, your Company could successfully ramp up sales of downstream products launching many new stock keeping units through extensive trials of printed and lacquered products at its Solution Centre. Sales of PAXEL cans also reached its highest ever through on-boarding of new customers and expanding reach through newer markets. Sales of downstream products in FY 2021-22 at 27KT is 23% higher compared to previous year (22KT FY 2020-21) and contributed to 10% of domestic sales.
Your Company had been working with regulatory bodies to develop packaging standards and increase demand of prime tinplate in our country. The imposition of SSPQCO since July 17, 2021 prevented imports of cheaper non-prime tinplate and tin free steel into Indian markets in FY 2021-22, thereby creating a level playing ground for domestic tin-mills and helped to improve the overall quality of metal packaging in the country.
During the year under review the Board had approved a growth plan (the Project) to expand the capacity at Jamshedpur Plant from 3,79,000 tonnes to 6,79,000 tonnes over a period of three years involving an estimated capital expenditure of ? 2,254 crore (including interest during construction and GST). The project will be financed through a combination of internal accruals and debt.
SAFETY, HEALTH AND ENVIRONMENT
Safety & Health of the employees have always assumed the highest importance in your company. The management is committed to ensure zero harm to its employees and to all persons within the Company premises. Safety and occupational health responsibilities are integral to the Company''s business processes, as spelt out in the Company''s Safety, Health and Environment Policies and Procedures.
While total numbers of incidents reduced to eighteen in FY 2021-22 from twenty-one in FY 2020-21, there has been an increase in Lost Time Injury (LTI) incidents to three in FY 2021-22 compared to two in FY 2020-21. These incidents have undergone detailed investigations and recommendations have been implemented.
Learnings from the first wave of pandemic were considered to plan various initiatives through the year to ensure sound health
of employees and smoother operations. While initiatives such as online Health & Travel declaration forms, online visitor pass system, thermal imaging camera at gate entry to capture the face, mask and temperature of individuals continued, furthermore, as a preventive measure, the company initiated a Wellness @ Workplace program to cover 1248 (E, O and U level) employees in which Blood Pressure, Diabetes, Cholesterol, LFT, KFT etc. were examined for each employee. Individual health index card has been issued to all and many are acting on the advice by the doctors to improve their health score. Five health awareness sessions were organized along with spouses to create home and peer pressure. The COVID-19 vaccination center set up in Tinplate Hospital was able to vaccinate100% employees and their dependents and catered to the ex-employees, their dependents, Corporate associates and the public of Jamshedpur. Anticipating the next wave of COVID-19 pandemic the hospital equipped itself with Liquid Medical Oxygen Plant, two additional manifold rooms capable of supplying oxygen to all the Hospital beds and to the Ayushman Bharat facility of Tata Main Hospital (TMH). Several lifesaving critical care equipment like ventilators, HFNOs, Bipaps, monitors, syringe pumps were procured, so the severely ill patients could be treated in the Hospital. To augment the surgical division several state-of-the-art equipment like Carl Zeiss Ophthalmic microscope, Microdebrider and endoscope for ENT department, Anaesthesia machine and bronchoscope for anaesthesia department were procured. The Central Sterilization Department is getting major uplift with modern steam sterilizing equipment and accessories and layout change conforming to standard guidelines. To strengthen the fire prevention capacity of the hospital and conforming to government guidelines the Fire Hydrant system is being upgraded with installation of new pumps, sprinklers and other accessories.
Special drive was undertaken to improve safety of our business partners and their employees through safety induction training, general medical examination, height training and vertigo test for jobs required at elevated workplaces. To improve safety competency of contract labours, Site Safety Supervisor Certification course and Site Civil Supervisor Course were conducted to cover 119 safety supervisors and 19 civil supervisors with the help of JNTVTI (J N Tata Vocational Training Institute) at the Company''s premises.
In FY 2021-22 we continued safety initiatives such as, Safety Reward and Recognition, CCTV camera in all EOT cranes, CCTV camera to focus on workplace and display at respective pulpit/ control rooms. Centralized display of CCTV provided at DGM (CRM) and Safety Offices to capture unsafe acts. New Fire Detection & Alarm system was installed in Transformer Room, MPDS and MRSS. The Company continues to focus on lead indicators such as KYT (Hazards Prediction), hands free operations (do not touch) initiatives through safety kaizen and automation to ensure a safer workplace. Job Cycle Check initiatives have been started to make improvement in Standard Operating procedures (SOP''s).
In FY 2021 - 22, Fire audit by a third-party (M/s Chola MS Fire Risk Services) was conducted. Senior leadership team is reviewing all actionable points regularly. Fire safety Ad-hoc committee is tracking, reviewing, and reporting compliance.
The Company is committed to minimizing the environmental impact of its operations, through adoption of sustainable practices. The major focus areas are - water conservation and recycling of wastewater, reduction in emission / effluents, energy management and tree plantation. Various improvement such as construction of RCC Settling pits to improve the quality of effluent discharge from ETL''s, Online monitoring of CRM Effluent discharge, ETL Sludge disposal through the authorized CHWTSDF (Common Hazardous Waste Treatment Storage Disposal Facility) of JSPCB and Plantation of 1500 nos of saplings in the township were also executed during the year. In FY 2021-22, we have added solar power generation capacity of 409 kWp and will add 700 kWp by Q1 FY 2022-23. As on date, the Company has total Solar power generation capacity of 609 kWp.
CORPORATE SOCIAL RESPONSIBILITY
Service to the Community has been part of the Company''s commitment. Over the years the Company has put in place a well-defined process in the key thrust areas of education, employability, skill development and health care. The Company''s initiatives towards Corporate Social Responsibility have been further reinforced with the enforcement of Section 135 of the Act. The Company had further streamlined its processes and initiatives to strictly adhere to Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 (CSR Rules) notified by the Ministry of Corporate Affairs. The Policy adopted by the Company can be viewed at https://www.tatatinplate.com/content/pdf/policies/ CorporateSocialResponsibilitvPolicv.pdf The composition of the CSR Committee and other details of the CSR Policy are given in Corporate Governance Report, which forms part of this Report.
The average net profit of the Company for the last three years was ? 11,017.53 lakh. As against the minimum statutory requirement of 2% of the aforesaid amount i.e. ? 220.35 lakhs, the Company has spent ? 225.34 lakhs during FY 2021-22. The brief outline of the CSR policy and the CSR initiatives undertaken by the Company during the Financial Year under review are provided in the ''Annual Report on Corporate Social Responsibility Activities 2021-22 forming part of this report as Annexure 2.
Pursuant to the Listing Regulations, the Corporate Governance Report along with the Certificate from a Practicing Company Secretary, certifying compliance with conditions of Corporate Governance, is annexed to this report as Annexure 3.
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 Director''s declaration confirming compliance with the code of conduct has been made part of this Annual Report.
MEETINGS OF THE BOARD AND ITS COMMITTEES Board Meetings
During FY 2021-22 the Board of Directors of the Company met ten times. The intervening gap between the meetings was within the limits prescribed under the Companies Act 2013 (''the Act'') and Listing Regulations. The details of the composition of the Board and its Committees and their Meetings thereof for the year under review along with the attendance details of the Directors are provided in the Corporate Governance Report forming part of this Report.
Familiarization Programme for Independent Directors
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. The Senior Management team make presentations to the new and existing IDs, giving an overview of the industry, its markets, operations, and all other Key Business factors. 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 http:// www.tatatinplate.com/content/pdf/corporate-governance/ IndependentDirectorFamiliarizationEducationProgramme.pdf
The Nomination and Remuneration Committee (''NRC'') and the Board of Directors (''Board'') of the Company in line with the requirement of the Act and Listing Regulations has laid down the process and criteria for annual performance evaluation of the Board, its Committees and individual Directors. The Board of Directors have carried out an evaluation performance of its own performance, its Committee and of individual Directors in adherence to the statutory requirement.
The evaluation process covers certain aspects 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 Directors'' 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 05, 2017.
The performance of the Committee has been evaluated by the Board after taking inputs from the Committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee Meetings, etc.
In a separate meeting the IDs have evaluated the performance of the Non-Executive Directors, Chairman and the Board as a whole. The NRC reviewed the performance of the Board as a whole, and
of the individual Directors. The Board at its meeting reviewed the performance of the Board as a whole, its Committees and individual Directors, taking into account feedback of the NRC and IDs which included the evaluation of the Chairman and Non-Independent Directors of the Company.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, SENIOR MANAGEMENT AND OTHER DETAILS
Pursuant to Section 178(3) of the Act the Board of Directors of the Company, based on the recommendation of the NRC, has adopted the following two policies:
a. Policy on Appointment and Removal of Directors and
b. Remuneration Policy of Directors, KMPs and other employees
Following are the salient features governing the policy on appointment of Directors:
i. It lays down the criteria, terms and conditions with regard to the identification of persons who are eligible to become Directors and Senior Management Personnel of the Company.
ii. Provides guidelines to NRC for recommending to the Board on appointment of the appropriate candidate for the position of Director / KMP, as the case may be,
iii. It lays down the Board membership criteria in connection to the Company''s business, ensures Board diversity and adopt statutory standards to evaluate and determine the independence of Directors.
The key principles governing the remuneration policy are as follows:
a. Remuneration for Independent Directors and Non-Independent Non-Executive Directors: The overall remuneration should be commensurate with the size of the Company, complexity of the sector / industry / Company''s operations and capacity to pay the remuneration. Details of remuneration paid to Independent Directors and NonIndependent Non-Executive Directors is disclosed in the Corporate Governance Report which is a part of this report.
b. Remuneration paid to Managing Director/Executive Director/ KMP/ rest of the employees: The extent of the overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for the role. Hence remuneration should be market competitive, driven by the role to be played by the individual, reflective of the size of the Company and its complexity, consistent with recognized best practices and aligned to regulatory requirements.
During the year under review there has been no change in these two policies. The details of both the policies, as mentioned above, are available on the Company''s website at http://www.tatatinplate. com/content/pdf/policies/appointment-removal-policy.pdf and
http://www.tatatinplate.com/content/pdf/policies/remuneration-
The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to remuneration forms part of this report as Annexure 4(a).
Further, in terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, the statement containing particulars of employees drawing remuneration in excess of the limits set out in the said Rules also forms part of this Report enclosed as Annexure 4(b).
DIRECTORSReappointment of Directors retiring by rotation
As per the provisions of the Act, Mr. Rajeev Singhal (DIN: 02719570), Director of the Company, retires by rotation at the ensuing AGM and being eligible, seeks re-appointment. The necessary resolution for re-appointment of Mr. Singhal forms part of the Notice convening the forthcoming AGM. The profile and particulars of experience, attributes and skills that qualify Mr. Singhal for the Board membership are disclosed in the said Notice.
Reappointment of Independent Director
The tenure of Mr. Shashi Kant Maudgal as an Independent Director of the Company is due to expire on April 20, 2022. The Nomination and Remuneration Committee after considering the (1) performance evaluation of Mr. Maudgal as a Member of the Board / Committees, (2) his contribution in Board / Committee deliberations during his tenure as an Independent Director, and (3) his skills, background and experience, recommended to the Board for his re-appointment as Independent Director for a second term commencing from April 21, 2022 through January 31, 2024 (i.e. up to attainment of 70 years of age as per Company''s Governance Guidelines). The Board unanimously endorsed the view of the Nomination and Remuneration Committee and recommended to the Shareholders of the Company, the reappointment of Mr. Maudgal as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term as mentioned above.
The necessary resolution relating to re-appointment of Mr. Maudgal as an Independent Director, as mentioned above, forms part of the Notice dated March 23, 2022 convening the Extraordinary General Meeting of the Company scheduled to be held on April 18, 2022. The profile and particulars of experience, attributes and skills that qualify Mr. Maudgal for Board membership, is disclosed in the said Notice.
INDEPENDENT DIRECTORS'' DECLARATION
In accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations necessary declaration from each IDs have been received by the Company. The said declaration confirms that the IDs meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.
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. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company as on the date of this report:
i. Mr. R N Murthy - Managing Director
ii. Mr. Sourabh Agarwal - Chief Financial Officer
iii. Mr. Kaushik Seal - Company Secretary
During the year under review, there has been no change in the Key Managerial Personnel of the Company.
COMMITTEES Audit Committee
The primary objective of the Audit Committee (the Committee) is to monitor and provide effective supervision of the Management''s financial reporting process to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Audit Committee has adopted charter for its functioning. During the Financial Year, there has been no instance where the Board has not accepted any recommendation of the Committee.
Presently, the Committee comprises of Dr. Sougata Ray, Chairman (Independent Director), Ms. Atrayee Sanyal (Non-Executive Director), Mr. Shashi Kant Maudgal (Independent Director) and Mr. B. N. Samal (Independent Director).
The Committee met eleven times during the year, the details of terms of reference of the Committee, number and dates of meetings held, attendance of Directors during the year are provided in the Corporate Governance Report forming part of this Report.
The details of other committees in respect of their composition, duties and other detail are given in the Corporate Governance Report which forms part of this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Board of Directors, based on the framework of internal financial controls established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2021-22.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability confirms that:
i. i n the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures;
ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 were adequate and were operating effectively; and
vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Company''s internal control system is commensurate with the nature of its business, size of its operations and such internal financial controls with reference to the Financial Statements are adequate. The details of the internal financial control system of the Company and their adequacy is included in the Management Discussion and Analysis, which forms part of this Report.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Board of Directors of the Company has adopted Vigil Mechanism which includes policies viz. the Whistle Blower Policy for Directors and employees and Whistle Blower Policy for vendors/Customers of
the Company. Whistle Blower Policy provides a formal mechanism for Directors, employees and vendors of the Company to approach the Ethics Counsellor/ Chairman, Audit Committee to report concerns about unethical, actual or suspected fraud or violation of Company''s code of conduct or ethics. During FY 2021-22 seven ethical concerns were dealt with and closed. The mechanism ensures that the activities of the Company are conducted in a fair and transparent manner. The said policy is available at the Company''s website at http://www.tatatinplate.com/content/pdf/policies/vigil-policv.pdf The Company has also adopted Anti Bribery and Anti-Corruption Policy , which is available on the website at https://www.tatatinplate. com/content/pdf/policies/anti-bribery-anti-corruption.pdf
LOANS, GUARANTEES AND INVESTMENTS
During FY 2021-22, the Company did not give any loans, directly or indirectly to any person (other than to employees) or to other body corporates, nor did it give any guarantee or provide any security in connection with a loan to any other body corporate or person. The Company has certain long term non-current investments, as detailed under Note 6 to the ''Notes to the Financial Statements''; such investments are in compliance with Section 186 of the Act. The loans provided to employees of the Company are also in compliance with Section 186 of the Act.
RELATED PARTY TRANSACTIONS
In compliance with the provisions of the Act and the Listing Regulations all related party transactions entered into by the Company during FY 2021-22 were approved by the Audit Committee. The related party transactions entered into by the Company during the said Financial Year were at arm''s length and in the ordinary course of business and hence do not fall under the ambit of Section 188(1) of the Act. Prior omnibus approval has been obtained from the Audit Committee for related party transactions which were of repetitive nature, entered in the ordinary course of business and at arm''s length basis. The Company did not enter into any materially significant related party transaction that may have conflict with the interest of the Company. The information pertaining to related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Form AOC-2 as Annexure 5 of this report.
The Company in adherence to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021 have identified certain related party transactions relating to FY 2022-23 and subsequent years which requires prior approval of its shareholders. The resolutions relating to such related party transactions forms part of the Notice dated April 23, 2022 convening the Extraordinary General Meeting of the Company scheduled to be held on April 18, 2022.
The policy on Related Party Transaction as approved by the Board is displayed on the website of the Company at https://www. tatatinplate.com/content/pdf/policies/related-party-transaction. pdf The details of all related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed
in the notes to the financial statements forming part of this Annual Report.
The Company has adopted a Risk Management Policy and in adherence to the same the Management had developed an ERM (Enterprise Risk Management) framework which has helped the Company in identifying the enterprise level risk along with mitigation strategies. The established Risk Management process focuses on ensuring that the risks are identified on a timely basis and are suitably mitigated. The development and implementation of the risk management system has been covered in the Management Discussion and Analysis section which forms a part of this Report. Inherent uncertainties and risks exist in a Company''s operational environment, and they emerge on a regular basis. During the year the Board of Directors had also constituted a Risk Management Committee in line with the requirement of the Listing Regulations. The details of the Committee and other details are provided in the Corporate Governance Report forming part of this Report. The Risk Management Policy of the Company is available in the Compa ny''s we bsite at https://www.tatatinplate.com/content/ pdf/policies/Risk-Management-Policy.pdf
The Company has not accepted any deposits from public nor does the Company has any amount outstanding on account of principal or interest on deposits from public as on the Balance Sheet date under Section 73 of the Act, read with Companies (Acceptance of Deposit) Rules, 2014.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant and material order were passed by the regulators or courts or tribunals during the Financial Year which would have impacted the going concern status of the Company and its future operations. However, Members'' attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In compliance with Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 the prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo have been attached as Annexure 6 to this report.
DISCLOSURE AS PERTHE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted Sexual Harassment (Prevention) Policy for prevention, prohibition and redressal of sexual harassment at workplace 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 2021-22, the Company did not receive any complaint related to sexual harassment.
The Shareholders of the Company at the 98th Annual General Meeting of the Company held on July 25, 2017, approved the appointment of Price Waterhouse & Co Chartered Accountants LLP, (Firm Registration No. 304026E /E300009) [Price Waterhouse], as the Statutory Auditors of the Company to hold office for a period of five years commencing from the conclusion of the 98th AGM held on July 25, 2017 until the conclusion of the 103rd AGM of the Company to be held in the year 2022.
As per the provisions of the Act an audit firm acting as the statutory auditor of a company is eligible to be appointed as statutory auditors for two terms of five years each. In view of the above, the first term of Price Waterhouse as Statutory Auditors expires at the conclusion of the 103rd AGM of the Company.
Considering the performance of Price Waterhouse as statutory auditors of the Company during their present tenure, the Board of Directors, considered the recommendation of the Audit Committee, proposes to re-appoint Price Waterhouse for another term of five years commencing from the conclusion of the 103rd AGM through the conclusion of the 108th AGM of the Company to be held in the year 2027, at a remuneration as may be mutually decided between the Board of Directors and Price Waterhouse, from time to time. Therefore, approval for re-appointment of Statutory Auditors is being sought from the Members of the Company at the ensuing AGM. Accordingly requisite resolution forms part of the Notice convening the AGM.
The report of the Statutory Auditor forms part of the Annual Report 2021-22. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
In compliance with Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain cost records and conduct audit of the same for products covered under the Companies (Cost Records and Audit) Rules, 2014 conducted by a Cost Accountant in practice. The cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.
In adherence to the statutory requirement, the Board of Directors of the Company based on the recommendation of the Audit Committee has approved the re-appointment of M/s. Shome & Banerjee, Cost Accountants (Firm registration No. 000001), as the
Cost Auditor of the Company for conducting audit of the cost records maintained by the Company for the year ended March 31, 2023, at a remuneration of ? 2 lakh per annum plus applicable taxes and reimbursement of out-of-pocket, living and travelling expenses. M/s. Shome & Banerjee have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years. Pursuant to Section 148 of the Act read with Rule 14 of Companies (Audit and Auditors) Rules, 2014, ratification of the remuneration of Cost Auditors is being sought from the Members of the Company at the ensuing AGM.
The Cost Audit Report of the Company for the Financial Year ended March 31, 2021, was filed by the Company in XBRL mode, within the due date.
Secretarial Auditor
The Board of Directors of the Company, in compliance with Section 204 of the Act had appointed Mr. A K Labh, Practicing Company Secretary (FCS - 4848 / CP-3238) of M/s A K Labh & Co., Company Secretaries, as the Secretarial Auditor to conduct secretarial audit of the Company for FY 2021-22. The Report of Secretarial Auditor for FY 2021-22 is annexed to this report as Annexure 7. The Secretarial Auditors'' Report does not contain any qualification, reservations, adverse remarks or disclaimer.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
BUSINESS RESPONSIBILITY REPORT
The Securities and Exchange Board of India (''SEBI''), in May, 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (''BRSR''). BRSR is a notable departure from the existing Business Responsibility Report (''BRR'') and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of environment, social and governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to BRSR from FY2022-23 onwards.
In compliance with Regulation 34 of Listing Regulations the Business Responsibility Report is attached to this Report as Annexure 8.
ANNUAL RETURN
In compliance with Section 92(3) and Section 134(3)(a) of the Act read with Companies (Management and Administration) Amendment Rules, 2020, the Annual Return for FY 2021-22 in the prescribed format has been placed at the Company''s website at https://www.tatatinplate.com/content/pdf/annual-report/annual-return-mgt7-31032022.pdf
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 such systems are adequate and operating effectively.
OTHER DISCLOSURES
a) No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the report.
b) The Company has not initiated any proceedings, nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 as at the end of FY 2021-22.
c) Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions related to these items during the year under review:
1. I ssue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of sweat equity shares.
3. Provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.
d) There was no change in the nature of business during FY 2021-22 nor in the Capital Structure of the Company. The
Company does not have any subsidiary, joint venture or associate company.
The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic. The Directors place on record their appreciation for Senior Leadership Team and all the employees of the Company for their efforts and contribution to the Company''s performance.
The recognized Unions at Jamshedpur and Kolkata have cooperated in an exemplary manner towards achieving the objectives of your Company.
The Directors would also like to thank the shareholders, customers, suppliers, bankers, financial institutions, Central and State Government agencies and all other stakeholders for their trust and continuous support to the Company.
On behalf of the Board of Directors
Mumbai
Chairman
April 12, 2022 DIN: 00004989
Mar 31, 2018
TO THE MEMBERS,
The Board of Directors hereby present the ninety-ninth Annual Report on the business and operations of your Company along with the audited financial statements for the year ended 31st March 2018.
FINANCIAL RESULTS
Rs. Lacs
|
FY 2017-18 |
FY 2016-17 |
|
|
Gross Sales/Income |
191,780 |
83,149 |
|
Total Expenditure |
175,384 |
70,075 |
|
Operating Profit |
16,396 |
9,074 |
|
Add: Dividend and Other Income |
1,648 |
1,880 |
|
Profit before finance cost, depreciation, exceptional items and taxes |
18,044 |
10,954 |
|
Less : Finance Cost |
330 |
309 |
|
Profit before depreciation, exceptional items and taxes |
17,714 |
10,645 |
|
Less : Depreciation |
6,192 |
6,579 |
|
Profit before exceptional items and taxes |
11,522 |
4,066 |
|
Add : Exceptional Items |
- |
- |
|
Profit before taxes |
11,522 |
4,066 |
|
Less : Taxation Expenses |
4,206 |
1,280 |
|
Profit for the period |
7,316 |
2,786 |
|
Add : Other Comprehensive Income (net of taxes) |
142 |
(327) |
|
Total Comprehensive Income |
7,458 |
2,459 |
|
Retained earnings Opening Balance |
8,480 |
8,540 |
|
Add : Transfer from Equity Revaluation Reserve on disposal of Investment |
- |
- |
|
Less : Dividend paid to Equity Shareholders |
1,675 |
2,093 |
|
Less : Tax on Dividends |
341 |
426 |
|
Less : Transfer to General Reserve |
- |
- |
|
Retained Earnings Closing Balance |
13,922 |
8,480 |
The Company has adopted Indian Accounting Standard (referred to as âInd ASâ) 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 (the Act) read with the relevant rules issued thereunder and the other accounting principles generally accepted in India.
DIVIDEND
The Board has recommended a dividend of Rs 2/- per Equity Share of Rs. 10 each for the year ended 31st March, 2018 (Rs.1.60 per Equity Share for the year ended 31st March, 2017).
The dividend on Equity Shares is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM).
TRANSFER TO RESERVE
The Company proposes to retain the entire amount of Rs.13,922 Lacs in the profit and loss account.
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 as Annexure 1.
ECONOMIC ENVIRONMENT
The global economy is experiencing a cyclical recovery reflecting a rebound in investment, manufacturing activity & trade in advanced economies and continued growth in emerging markets. The global GDP growth is estimated to have picked up to 3% in 2017, the best year since 2011 and a significant acceleration compared to 2.4% in 2016. More than half of the worldâs economies registered growth aided by improved business sentiment, favourable financing conditions, policy stimulus and subdued inflationary pressures. Growth in advanced economies was driven by strong domestic demand and improved labour markets.
The recovery in the global economic growth is expected to continue further. Stronger-than-expected macro-economic performance in 2017, supportive monetary policies and improved global trade are increasing optimism that the global recovery will continue. Emerging market prospects are supported by world trade growth, higher commodity prices and stronger capital inflows. However, rebound in world trade could face a setback if protectionist measures and geopolitical tensions continue to increase the world over.
Among the emerging economies, China continued to maintain its growth rate aided by robust consumption and policy support, while growth in India has regained its momentum though it was marginally impacted due to structural reforms such as Goods and Services Tax (GST) and demonetization. However, with GDP growth averaging more than 7% during the period 2014-15 to 2017-18, India is currently amongst the best performing economies in the world. In addition to the introduction of GST, the year also witnessed significant steps being undertaken towards resolution of problems associated with non-performing assets of the banks and further liberalization of foreign direct investments. This has further strengthened the reforms momentum and has resulted in increased economic activity across the organized sectors of the Indian economy.
India is expected to continue with its growth trajectory aided by rural development, infrastructure investment and expansion of manufacturing activity. Macroeconomic fundamentals such as normal monsoon, low inflation and softer interest rates will remain conducive to growth. Greater stability post GST, likely recovery in private investment and other ongoing structural reforms, among others, should continue to support a higher growth in the Indian economy.
Apparent steel use in India grew by 7.7% in FY 2017-18 over FY 201617 crossing 90 million mark driven primarily by an increase in flat product steel use. Tinplate consumption in India grew by 6% y-o-y, primarily driven by edible oil end-use, the largest in volume, which grew at 7%.The growth in construction industry also supported the consumption of tinplate for paint cans which grew at 5%. The demand from the food, battery and aerosol industry grew in the range of 5% to 8%. On the supply side, domestic production of tinplate was higher by 12% compared to the previous year and total import was lower by 5%.
PERFORMANCE
The Companyâs operational performance for FY 2017-18 has improved over the previous financial year. Production increased by ~35,000 tons while sales increased by ~44,000 tons. The Company recorded its highest ever sales and production in FY 2017-18. This translated into improved financial performance. The Companyâs EBITDA (Earnings before interest, taxes, depreciation and amortization) improved from Rs 10,954 lacs in FY 2016-17 to Rs18,044 lacs in FY 2017-18. Consequently the PAT increased from Rs. 2,786 lacs to Rs. 7,316 lacs in FY 2017-18. Net cash generated from operating activities stood at Rs. 10,842 lacs in FY 2017-18 as against Rs. 9,063 lacs in FY 2016-17.
The sale improved primarily on account of improved production, marginal gain in domestic market share and increased export volumes. Accordingly, the Companyâs EBITDA increased by Rs. 7,090 lakhs (64%). In order to sustain the improved performance, the Company is committed to initiatives for improvement in product quality, development of new products & markets, driving efficiencies in operations and enhancement of capabilities for serving customers better.
The Company, commencing from the quarter ended 30th September, 2017, had transitioned from the arrangement of converting HRC supplied by Tata Steel Limited (TSL) into Electrolytic Tinplate (ETP) and assisting TSL in selling the same to the end consumers, to purchase of HRC from TSL and / or other suppliers and manufacture and sale of ETP and other products on its own account.
Given the improved sentiments in the Indian economy, we expect continuing improvement in domestic tinplate demand. However, competitive capacity additions may put margins under pressure going forward.
SAFETY, HEALTH AND ENVIRONMENT
Employeesâ health and safety is accorded the highest priority by the Company. Safety and occupational health responsibilities are integral to your Companyâs business processes, laid down in the Companyâs Safety & Health Policy, standards and working procedures. Your Company is committed to ensuring zero harm to employees, to any person in the Company premises and to the community. The Company is continuously focusing on improved training, new initiatives and communications for enhancing safety in the workplace.
During the year under review, there were two lost time injury (LTI) incidents. These incidents were investigated in detail and recommendations of the investigation have been implemented. For FY 2017-18, the Lost Time Injury Frequency rate is at 0.40.
Monitoring the health of the employees, with respect to the work environment, is a continuous process and there have been no significant observations relating to deficiencies in workplace health and hygiene conditions.
Your Company is committed to minimizing the environmental impact of its operations through adoption of sustainable practices and continuous improvement in environmental performance. The major focus areas are - water conservation, reduction in emission/ effluents, waste minimization, energy management and tree plantation. Also, actions have been taken to reduce fumes in workplace by installation of fume extraction system. Actions to reduce carbon footprint through reduction in energy and fuel consumption, have been continued in the year FY 2017-18 as well.
MEETINGS OF THE BOARD AND ITS COMMITTEES BOARD MEETINGS
During the financial year FY 2017-18 the Board of Directors met eight times. The intervening gap between the meetings were within the limits prescribed under the Act and Listing Regulations. The details of the Board Meetings are provided in the Corporate Governance Report forming part of this Report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
All new Independent Directors (IDs) inducted into the Board are presented with an overview of the Companyâs business operations, products, organization structures and about the Board constitution and its procedures. A policy on familiarization program for IDs has also been adopted by the Company.
The Policy can be accessed at http://www.tatatinplate.com/ IndependentDirectorFamiliarizationEducationProgramme.pdf.
BOARD EVALUATION
The Nomination and Remuneration Committee and the Board of Directors of the Company had laid down the process and criteria for annual performance evaluation of the Board, its Committees and individual Directors. The Board of Directors have carried out an evaluation of its own performance, its Committees and that of its individual Directors in compliance with the provisions of the Act and Listing Regulations.
The evaluation process covered aspects such as 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 Independent Directors at their meeting, reviewed the performance of the Board, Chairman of the Board and of NonExecutive Directors. Nomination and Remuneration Committee at its meeting reviewed the performance of the Board as a whole; and that of the individual Directors.
The Board at its meeting reviewed the performance of the Board as a whole, its Committees and individual Directors, taking into account feedback of the Nomination and Remuneration Committee and the Independent Directors which included the evaluation of the Chairman and Non- Independent Directors of the Company.
The Board evaluation process communicates to all stakeholders about the Boardâs accountability for its performance and thus strengthening the sense of responsibility among its stakeholders. The Board evaluation process demonstrates the Boardâs commitment towards best practice and its confidence towards the ethical standards of the Company. The evaluation process is based on constructive relationship between the Board and the Management.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, SENIOR MANAGEMENT AND OTHER DETAILS
The Board of Directors of the Company in compliance with Section 178(3) of the Act and based on the recommendation of the Nomination and Remuneration Committee has adopted policies relating to appointment and removal of Directors and policies on remuneration for Directors, Key Managerial Personnel and other employees.
The details of the above policies are available at www.tatatinplate. com / Details_of_Remuneration_Policy.shtm
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as Annexure 2. The statement containing particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also forms part of Annexure 2.
INDEPENDENT DIRECTORSâ DECLARATION
All Independent Directors, in compliance with Section 149(7) of the Act, have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.
DIRECTORS
Inductions
On the recommendations of the Nomination and Remuneration Committee (NRC), the Board appointed Mr Subir Bose as an Additional Independent Director of the Company with effect from 29th March, 2018. In accordance with Article 90 of the Articles of Association of the Company and Section 161 of the Act, Mr. Bose will hold office up to the forthcoming AGM of the Company.
The resolution for confirming the above appointment forms part of the Notice convening the ensuing AGM of the Company. We seek your support in confirming the above appointment to the Board.
During FY 2017-18 Mr Shashi Kant Maudgal and Mr R N Murthy were appointed as the Independent Director (wef 21st April, 2017) and Executive Director (wef 1st July, 2017) of the Company respectively.
Re-Appointments
As per the provisions of the Act and Articles of Association, Mr. Koushik Chatterjee retires by rotation in the ensuing AGM and being eligible, seeks re-appointment.
The Board recommends and seeks your support in confirming reappointment of Mr. Koushik Chatterjee. The profile and particulars of experience, attributes and skills that qualify him for the Board membership is disclosed in the Notice convening the AGM.
Cessation
Mr Krishnava Dutt resigned from the Board with effect from 1st February, 2018. The Directors would like to place on record their sincere appreciation for Mr. Duttâs guidance to the Company during his tenure on the Board.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company as on the date of this report:
i. Mr. Tarun Kumar Daga - Managing Director
ii. Mr. R N Murthy - Executive Director
iii. Mr. Sanjay Kumar Shrivastav - Chief Financial Officer
iv. Mr. Kaushik Seal - Company Secretary
The remuneration and other details of the Key Managerial Personnel for FY 2017-18 are provided in Extract of the Annual Return which forms part of this Directorsâ Report.
AUDIT COMMITTEE
The Audit Committee was constituted in the year 1987. During the year, the Audit Committee comprised Mr. Dipak Kumar Banerjee, Chairman (Independent Director), Dr. Sougata Ray (Independent Director), Ms. Atrayee Sanyal (Non-executive Director) and Mr Krishnava Dutt as Members. Consequent upon resignation of Mr Krishnava Dutt as a Director in the Company with effect from 1st February, 2018, Mr Dutt ceased to be the Member of the Audit Committee.
The Committee has adopted a charter for its functioning. The primary objective of the 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. During the financial year, there has been no instance where the Board has not accepted any recommendation of the Committee.
The Committee met six times during the year, the details of terms of reference of the Committee, number and dates of meetings held, attendance of Directors during the year are given in the Corporate Governance Report forming part of this Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
The Board of Directors based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, is of the opinion that the Companyâs internal financial controls were adequate and effective as on 31st March, 2018.
Accordingly, pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
A Vigil Mechanism comprising of Whistle Blower Policy for Directors, employees and vendors of the Company has been adopted by the Board of Directors of the Company. It provides a formal mechanism through which the Ethics Counsellor / Chairman Audit Committee can be approached by the Directors, employees and vendors to report concerns about unethical, actual or suspected fraud or violation of Companyâs code of conduct or ethics policy, thereby ensuring that the activities of the Company are conducted in a fair and transparent manner. The said policy is available at the Companyâs website at http://www.tatatinplate. com/VigilMechanism.pdf
CORPORATE SOCIAL RESPONSIBILITY POLICY
Service to community has been part of the Companyâs commitment and is in alignment with the Tata Group core purpose. The objective of our CSR activities is to improve the quality of life of people through long term value creation. Over the years the Company has put in place a well-defined process in the key thrust areas of education, employability, skill development and health care. With the enforcement of Section 135 of the Act, the Companyâs initiatives towards Corporate Social Responsibility have been suitably focused. The brief outline of the CSR policy and the CSR initiatives undertaken by the Company during the financial year under review are provided in the âAnnual Report on Corporate Social Responsibility Activities 2017-18â forming part of this report as Annexure 3. The Policy adopted by the Company can be viewed at http://www.tatatinplate.com/CorporateSocialResponsibilityPolicy. pdf
The average net profit of the Company for the last 3 (three) years was Rs.7,288.44 lacs. As against the minimum statutory requirement of 2% of the aforesaid amount i.e. Rs.145.77 lacs, the Company has spent Rs.146.67 lacs during FY 2017-18.
LOANS, GUARANTEES AND INVESTMENTS
The Company did not give any loans, directly or indirectly to any person (other than to employees) or to other body corporates, nor did it give any guarantee or provide any security in connection with a loan to any other body corporate or person during the financial year under review. The Company has certain long term non-current investments, as detailed under Note 6 to the âNotes to the Financial Statementsâ; such investments are in compliance with Section 186 of the Act. The loans provided to employees are also in compliance with Section 186 of the Act.
RELATED PARTY TRANSACTIONS
All related party transactions entered into by the Company during the financial year were at armâs length and in the ordinary course of business and hence do not fall under the ambit of Section 188(1) of the Act. In compliance with the provisions of the Act and the Listing Regulation, all related party transactions had been placed before the Audit Committee for approval. Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 information pertaining to related parties are given in Form AOC-2 as Annexure 4 of this report.
The details of material related party transactions with Tata Steel Limited (TSL), during FY 2017-18, which are at armâs length and in the ordinary course of business, are provided in the Corporate Governance Report forming part of this Report.
However, as mentioned in the previous section of this report, the Company, commencing from the quarter ended 30th September, 2017 had transitioned from the arrangement of converting Hot Rolled Coils (HRC) supplied by Tata Steel Limited (TSL) into Electrolytic Tinplate (ETP) and assisting TSL in selling the same to the end consumers, to purchase of HRC from TSL and / or other suppliers and manufacture and sale of ETP and other products on its own account. Hence the above arrangement was carried out only for a part of the year.
Presently the Company purchases Hot Rolled Coils (HRC) from Tata Steel Limited (TSL) [a related party in terms of Regulation 2(zb) of SEBI Regulation 2015] and other suppliers for manufacture and sale of the ETP on its own account. The above transaction with TSL is a material transaction under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Regulation, 2015] and hence in compliance with the requirement of SEBI Regulation, 2015 the Company at its Annual General Meeting (AGM) held on 25th July, 2017 had sought shareholdersâ approval for purchase of HRC from TSL for a sum not exceeding Rs.1800 crs per annum and the same was approved. However, considering the increase in cost of HRC the value of HRC required to be purchased from TSL in FY 2018-19 and for subsequent financial years is estimated to be Rs. 2,000 crs per annum, which exceeds the approved limit of Rs.1,800 crs.
Hence in order to comply with the requirement of SEBI Regulation 2015, the Board recommends to the shareholders to approve the material related party transaction of purchasing HRC, amounting to Rs. 2,000 crs per annum, from TSL in respect of FY 2018-19 and for subsequent financial year, at the forthcoming AGM of the Company.
As per Regulation 34(3) of Listing Regulation the related party disclosure has been made part of this Report.
RISK MANAGEMENT
The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a Companyâs capacity to create sustainable value is the risks that the Company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a Companyâs operational environment and they emerge on a regular basis. The Companyâs Risk Management processes focus on ensuring that the risks are identified on a timely basis and are suitably mitigated. The Board of Directors of the Company has adopted a Risk Management Policy and in adherence to the same the Management had developed an ERM framework which has helped the Company in identifying the enterprise level risk along with mitigation strategies. The development and implementation of the risk management system has been covered in the Management Discussion and Analysis section which forms a part of this Report.
FIXED DEPOSITS
The Company has not accepted any fixed deposits nor does the Company has any outstanding deposits under Section 73 of the Act, read with Companies (Acceptance of Deposit) Rules, 2014 as on the Balance Sheet date except as detailed under Note 12 to the âNotes to the Financial Statementsâ.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS
No significant material orders were passed by the Regulators or Court during the financial year which would have impacted the going concern status of the Companyâs operations in the future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In compliance with Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 the prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo have been attached as Annexure 5 to this report.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted Sexual Harassment (Prevention) Policy for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the Rules thereunder.
During FY 2017-18, the Company had received four complaints on sexual harassment. After investigation, one case was found to fall in the purview of POSH while the other three were grievances and not POSH incidents. The POSH related case had been disposed off by taking appropriate action. As at the end of the year, no other complaint is pending.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board of Directors of the Company is 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 (TCoC), policies and procedures adopted by the Management, corporate strategies, annual business planning process, management reviews, management system certifications and the risk management framework. The Company has IFC framework, commensurate with the size, scale and complexity of its operations. The details of the internal financial control system and their adequacy is included in the Management Discussion and Analysis, which forms a part of this Annual Report.
CORPORATE GOVERNANCE
Pursuant to Regulation 34(3) of the Listing Regulation the Corporate Governance Report has been made a part of this Report as Annexure 6.
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.
AUDITORS
Statutory Auditors
The shareholders at the Annual General Meeting (AGM) of the Company held on 25th July 2017, had appointed Price Waterhouse & Co Chartered Accountants LLP, (Price Waterhouse) Chartered Accountants (Firm Registration No.304026E /E300009), as the Statutory Auditors of the Company to hold office from the conclusion of that AGM till the conclusion of the 103rd AGM of the Company, to be held in the year 2022, on such remuneration to be mutually agreed upon between the Board of Directors and the Auditors plus reimbursement of out-of-pocket expenses, travelling and living expenses. However, as per the requirement of the Companies Act, appointment of Statutory Auditor is required to be ratified by the Members at every subsequent AGM.
In view of the above the Board recommends to the shareholders to ratify the appointment of Price Waterhouse as the Statutory Auditors of the Company to hold office from the conclusion of the forthcoming AGM till the conclusion of the 100th AGM of the Company, to be held in 2019.
Cost Auditors
As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. In this connection, the Board of Directors of the Company, on the recommendation of the Audit Committee, has approved the re-appointment of M/s Shome & Banerjee, Cost Accountants, as the Cost Auditor of the Company for audit of the cost records maintained by the Company for the year ended 31st March, 2019. Pursuant to Section 148 of the Act read with Rule 14 of Companies (Audit and Auditors) Rules, 2014, ratification of the remuneration of Cost Auditors is being sought from the Members of the Company at the ensuing AGM.
The due date for filing the Cost Audit Report of the Company for the financial year ended March 31, 2017 was September 30, 2017 and the same was filed in XBRL mode on August 8, 2017.
Secretarial Auditor
The Board of Directors of the Company, in compliance with Section 204 of the Act had appointed Mr. A K Labh, Practicing Company Secretary (FCS - 4848 / CP-3238) of M/s A K Labh & Co., Company Secretaries, as the Secretarial Auditor to conduct secretarial audit of the Company for FY 2017-18. The Report of Secretarial Auditor for FY 2017-18 is annexed to this report as Annexure 7.
Auditorsâ Report and Secretarial Auditorsâ Report
The Auditorsâ Report and Secretarial Auditorsâ Report does not contain any qualification, reservations or adverse remarks.
EXTRACT OF ANNUAL RETURN
In compliance with Section 134(3)(a) of the Act, an extract of Annual Return in the prescribed format is appended to this report as Annexure 8.
OTHER DISCLOSURES
No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
There was no change in the nature of business during FY 201718. The Company does not have any subsidiary, joint venture or associate.
SECRETARIAL STANDARDS
The Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India.
ACKNOWLEDGEMENTS
The Directors would like to place on record their appreciation for Senior Leadership Team and all the employees of the Company for their efforts and contribution to the Companyâs performance.
The recognized Unions at Jamshedpur and Kolkata have cooperated in an exemplary manner towards achieving the objectives of your Company.
The Directors would also like to thank the shareholders, customers, suppliers, bankers, financial institutions, Central and State Government agencies and all other stakeholders for their trust and continuous support to the Company.
On behalf of the Board of Directors
Koushik Chatterjee
Mumbai Chairman
24th April, 2018 DIN : 00004989
Mar 31, 2017
The Board of Directors hereby present the ninety-eighth Annual Report on the business and operations of your Company along with the audited financial statements for the year ended 31st March 2017.
|
FINANCIAL RESULTS |
FY 2016-17 |
FY 2015-16 |
|
|
Rs. Lacs |
Rs. Lacs |
|
Gross Sales/Income.............................................................................. |
83,149 |
83,600 |
|
Total Expenditure.................................................................................. |
74,075 |
66,855 |
|
Operating Profit.................................................................................... |
9,074 |
16,745 |
|
Add: Dividend and Other Income................................................... |
1,880 |
1,806 |
|
Profit before finance cost, depreciation, exceptional items and taxes...................................................................................... |
10,954 |
18,551 |
|
Less : Finance Cost................................................................................ |
309 |
605 |
|
Profit before depreciation, exceptional items and taxes |
10,645 |
17,946 |
|
Less: Depreciation............................................................................... |
6,579 |
7,316 |
|
Profit before exceptional items and taxes |
4,066 |
10,630 |
|
Add: Exceptional Items |
â |
â |
|
Profit before taxes................................................................................. |
4,066 |
10,630 |
|
Less: Taxation Expenses..................................................................... |
1,280 |
3846 |
|
Profit for the period.............................................................................. |
2,786 |
6,784 |
|
Add : Other Comprehensive Income (net of taxes).................. |
(327) |
(20) |
|
Total Comprehensive Income............................................................ |
2,459 |
6764 |
|
Retained earnings Opening Balance |
8,540 |
3896 |
|
Add : Transfer from Equity Revaluation Reserve on disposal of Investment |
â |
630 |
|
Less : Dividend paid to Equity Shareholders |
2,093 |
1,675 |
|
Less :Tax on Dividends....................................................................... |
426 |
341 |
|
Less : Transfer to General Reserve................................................... |
â |
734 |
|
Retained Earnings Closing Balance.................................................. |
8,480 |
8,540 |
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 (the Act) read with the relevant rules issued there under and the other accounting principles generally accepted in India.
DIVIDEND
The Board has recommended a dividend of Rs 1.60 per Equity Share of Rs. 10 each for the year ended 31st March, 2017 (Rs. 2 per Equity Share for the year ended 31st March, 2016).
The dividend on Equity Shares is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM).
TRANSFER TO RESERVE
The Company proposes to retain the entire amount of Rs. 8,480 lacs in the profit and loss account.
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 as Annexure 1.
ECONOMIC ENVIRONMENT
Stagnant global trade, subdued investment and heightened policy uncertainty marked another difficult year for the world economy in 2016. While growth in emerging economies picked up pace on account of trade measures and rise in commodity prices, the developed economies showed recovery in manufacturing and trade. Growth in China decelerated as the country continues to rebalance its economy away from investment and towards consumption.
India continued its strong growth trajectory despite headwinds in the third quarter of the financial year due to demonetization. Domestic macroeconomic conditions remained stable with significant moderation in inflation. Moreover, reduced policy uncertainty, legislative and tax reforms such as implementation of goods and services tax (GST) and enactment of bankruptcy laws are expected to reinforce the benefits from the strong macro fundamentals. GST implementation is expected to improve compliance, boost tax revenue and expand GDP by bringing more businesses under its ambit.
Going forward, consumption demand is expected to pick up and macroeconomic fundamentals such as normal monsoon, low inflation and softer interest rates, remain conducive to growth. However, protectionist measures and a softer US Dollar are likely to remain a source of concern for Indian exports. Whilst we do expect domestic demand to improve, competition is also gearing up in terms of new capacities and imports.
PERFORMANCE
The Companyâs operational performance for FY 2016-17 improved over the previous financial year. Production of approx. 321,000 tons in FY 2016-17 increased by ~7,350 tons (2.3% over FY 2015-16). Sales kept pace with production, though marginally lower by 0.5% over previous year. As in the past, the Company kept its focus both in domestic and international markets. However, there was a significant drop in margins value addition by 15% during the financial year as finished goods prices did not keep pace with the increase in input of Hot Rolled Coil (HRC) prices. The increase in HRC prices was mainly due to regulatory measures announced by the government such as Minimum Import Prices (MIP) and increase in international coking coal prices.The impact ofthe drop in value addition was partially mitigated with concerted efforts to improve efficiencies in terms of cost reduction, quality improvement and raw material utilization. Accordingly, the Companyâs EBITDA (Earnings before depreciation, interest, exceptional items and taxes) reduced from Rs. 18,551 lacs to Rs. 10,954 lacs. Consequently the PAT decreased from Rs. 6,784 lacs to Rs. 2,786 lacs. Net cash generated from operating activities stood at Rs. 9,049 lacs in FY 2016-17 as against Rs. 11,396 lacs in FY 2015-16.
In order to improve performance, the Company is committed to activities to drive efficiencies, improvement in product quality, reduction in costs and enhancement of capabilities for serving the customers better.
SAFETY, HEALTH AND ENVIRONMENT
Safety and occupational health responsibilities are integral to your Companyâs business process and these are laid down in the Companyâs Safety and Health Policy, standards and working procedures. Safety is a key performance indicator and your Company is committed to ensuring zero harm to its employees, to any person in the Company premises and to the community. The Company is continuously focusing on improved training, new initiatives and communications enhancing safety in the workplace.
During the year under review, there was one lost time injury incident. This incident was investigated in detail and recommendations ofthe investigation have been implemented. For FY 2016-17, the Lost Time Injury Frequency rate has reduced to 0.19 as against 0.52 in FY 2015-16.
Monitoring the health of the employees commensurate with the work environment is a continuous process and there have been no significant observations relating to deficiencies in workplace health and hygiene conditions.
Your Company is committed to minimizing the environmental impact of its operations through adoption of sustainable practices and continuous improvement in environmental performance. The major focus areas are - water conservation, reduction in emission / effluents, waste minimization, energy management and tree plantation. Actions have been initiated to reduce carbon footprint through reduction in energy and fuel consumption.
MEETINGS OF THE BOARD AND ITS COMMITTEES BOARD MEETINGS
The Board of Directors of the Company met five times during the FY 2016-17. The intervening gap between the meetings was within the limits prescribed under the Act and Listing Regulations. The details of the Board Meetings are provided in the Corporate Governance Report forming part of this Report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
A policy on familiarization program for Independent Directors has also been adopted by the Company. All new Independent Directors (IDs) inducted into the Board are presented with an overview of the Company''s business operations, products, organization structures and about the Board constitution and its procedures.
The Policy on the Company''s Familiarization Programme for IDs can be accessed at http://www.tatatinplate.com/IndependentDirectorFamiliarizationEducationProgramme.pdf.
BOARD EVALUATION
The process and criteria for annual performance evaluation of the Board, its Committees and individual Directors had been laid down by the Nomination and Remuneration Committee and the Board of Directors of the Company. In compliance with the provisions of the Act and Listing Regulations, the Board of directors have carried out an evaluation of its own performance, its Committees and that of its individual Directors.
The evaluation process covered the aspects which included 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 fulfillment of Directors'' obligation and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.
The Nomination and Remuneration Committee at its meeting reviewed the performance of the Board as a whole; and that of the individual directors. The Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non-Executive Directors.
The Board at its meeting reviewed the performance of the Board as a whole, its Committees and individual Directors, taking into account feedback of the Nomination and Remuneration Committee and the Independent Directors which included the evaluation of the Chairman and Non- Independent Directors of the Company.
The Board evaluation process demonstrates the Board''s commitment towards best practice and its confidence towards the ethical standards of the Company. The evaluation process communicates to all stakeholders about the Board''s accountability for its performance and thus strengthening the sense of responsibility among its stakeholders. The evaluation process is based on constructive relationship between the Board and the Management.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, SENIOR MANAGEMENT AND OTHER DETAILS
In compliance with Section 178(3) of the Act, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee has adopted policies relating to appointment of Directors and policies on remuneration for Directors, Key Managerial Personnel and other employees.
The details of the above policies are attached to this report as Annexure 2.
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as Annexure 3. The statement containing particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate Annexure forming part of this Report. However, in terms of Section 136 of the Act, the Annual Report is being sent to Members excluding this Annexure. The said Annexure is available for inspection by the Members at the Registered Office of the Company during business hours on working days, and if, any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, where upon a copy would be sent.
INDEPENDENT DIRECTORS'' DECLARATION
All Independent Directors, in compliance with Section 149(7) of the Act, have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations.
DIRECTORS INDUCTIONS
On the recommendations of the Nomination and Remuneration Committee, the Board appointed:
- Mr. Krishnava Dutt as an Additional Independent Director of the Company with effect from 31st March, 2017. In accordance with Article 90 of the Articles of Association of the Company and Section 161 of the Act, Mr. Dutt will hold office up to the forthcoming AGM of the
Company. Necessary notice, in writing has been received from a member under Section 160 of the Act proposing Mr. Duttâs candidature for the office of Director.
- Mr. Shashi Kant Maudgal as an Additional Independent Director of the Company with effect from 21st April, 2017. In accordance with Article 90 of the Articles of Association of the Company and Section 161 of the Act, Mr. Maudgal will hold office upto the forthcoming AGM of the Company. Necessary notice, in writing has been received from a member under Section 160 of the Act proposing Mr. Maudgal''s candidature for the office of Director.
- Mr R N Murthy as an Additional and Executive Director of the Company with effect from 1st July, 2017. Mr. Murthyâs appointment as an Executive Director is subject to the approval of the shareholders at the ensuing AGM of the Company.
The resolution(s) for confirming the above appointments form part of the Notice convening the ensuing AGM of the Company. We seek your support in confirming the above appointments to the Board.
REAPPOINTMENTS
As per the provisions of the Act and Articles of Association, Ms. Atrayee Sanyal retires by rotation in the ensuing AGM and being eligible, seeks re-appointment.
The Board recommends and seeks your support in confirming re-appointment of Ms Atrayee Sanyal. The profile and particulars of experience, attributes and skills that qualify her for the Board membership is disclosed in the Notice convening the AGM.
CESSATION
In accordance with the retirement policy applicable for the Companyâs Board of Directors (Independent Directors to retire on attaining 75 years of age), Mr Ashok Kumar Basu retired from the Board with effect from 24th March, 2017. Mr. Basu joined the Board on 23rd October, 2008. The Directors would like to place on record their sincere appreciation for Mr. Basuâs guidance and unstinting commitment to the Company during his tenure on the Board. The Board acknowledges that the Company has immensely benefitted from his profound knowledge and experience.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company as on the date of this report:
i. Mr. Tarun Kumar Daga - Managing Director
ii. Mr. Sanjay Kumar Shrivastav - Chief Financial Officer
iii. Mr. Kaushik Seal - Company Secretary
During the financial year under review Mr. Chacko Joseph, consequent upon his end of deputation from Tata Steel, ceased to be the Chief Financial Officer and KMP with effect from 1st October, 2016. On the recommendation of Nomination and Remuneration Committee, Mr. Sanjay Kumar Shrivastav was appointed as the Chief Financial Officer and KMP by the Board with effect from 1st October, 2016.
The remuneration and other details of the Key Managerial Personnel for FY 2016-17 are provided in Extract of the Annual Return which forms part of this Directors'' Report.
AUDIT COMMITTEE
The Audit Committee was constituted in the year 1987. The Committee has adopted a charter for its functioning. The primary objective of the Committee is to monitor and provide effective supervision of the Management''s financial reporting process to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. During the financial year, there has been no instance where the Board has not accepted any recommendation of the Committee.
During the year, the Audit Committee comprised Mr. Dipak Kumar Banerjee, Chairman (Independent Director), Mr. Ashok Kumar Basu (Independent Director), Dr. Sougata Ray (Independent Director) and Ms. Atrayee Sanyal (Non-executive Director) as Members. Mr. Ashok Kumar Basu ceased to be a member with effect from March 24, 2017 consequent upon completion of his tenure as a Director in the Company and Mr. Krishnava Dutt (Independent Director) was appointed as member of the Audit Committee with effect from May 25, 2017.
The Committee met five times during the year, the details of terms of reference of the Committee, number and dates of meetings held, attendance of Directors during the year are given in the Corporate Governance Report forming part of this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Board of Directors based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, is of the opinion that the Company''s internal financial controls were adequate and effective as on 31st March, 2017.
Accordingly, pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Board of Directors of the Company has adopted a Vigil Mechanism which comprises Whistle Blower Policy for Directors, employees and vendors of the Company. It provides a formal mechanism for Directors, employees and vendors to approach the Ethics Counsellor / Chairman Audit Committee to report concerns about unethical, actual or suspected fraud or violation of Company''s code of conduct or ethics policy, thereby ensuring that the activities of the Company are conducted in a fair and transparent manner. The said policy is available at the Company''s website at http://www.tatatinplate.com/VigilMechanism.pdf
CORPORATE SOCIAL RESPONSIBILITY POLICY
Upholding the Tata tradition, service to community has been part of the Company''s commitment. Over the years the Company has put in place a well-defined process in the key thrust areas of education, employability, skill development and health care. With the enforcement of Section 135 of the Act, the Company''s initiatives towards Corporate Social Responsibility have been suitably focused. The brief outline of the CSR policy and the CSR initiatives undertaken by the Company during the financial year under review are provided in the ''Annual Report on Corporate Social Responsibility Activities 2016-17'' forming part of this report as Annexure 4. The Policy adopted by the Company can be viewed at http://www.tatatinplate.com/CorporateSocialResponsibilityPolicy.pdf
The average net profit of the Company for the last 3 (three) years was Rs.8,786 lacs. As against the minimum statutory requirement of 2% of the aforesaid amount i.e. Rs. 175.71 lacs, the Company has spent Rs. 177.82 lacs.
LOANS, GUARANTEES AND INVESTMENTS
The Company did not give any loans, directly or indirectly to any person (other than to employees) or to other body corporates, nor did it give any guarantee or provide any security in connection with a loan to any other body corporate or person during the financial year under review. The Company has certain long term non-current investments, as detailed under Note 6 to the âNotes to the Financial Statementsâ; such investments are in compliance with Section 186 of the Act. The loans provided to employees are also in compliance with Section 186 of the Act.
RELATED PARTY TRANSACTIONS
All related party transactions entered into by the Company during the financial year were at armâs length and in the ordinary course of business and hence do not fall under the ambit of Section 188(1) of the Act. In compliance with the provisions of the Act and the Listing Regulation, all related party transactions had been placed before the Audit Committee for prior approval. Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 information pertaining to related parties are given in Form AOC-2 as Annexure 5 of this report.
The details of material related party transactions with Tata Steel Limited (TSL), which are at armâs length and in the ordinary course of business, relating to the arrangements for conversion and sales assistance since 1998 and purchase of Electrolytic Tin Plate (ETP),which were approved by the shareholders by way of Postal Ballot dated 25th June, 2015, are disclosed in the Corporate Governance Report forming part of this Report. There has been no material related party transactions except for the above said transaction for which shareholderâs approval has already been secured. As per Regulation 34(3) of Listing Regulation the related party disclosure has been made part of this Report.
The Board recommends to the shareholders for approving the following two material related party transactions with TSL and the details of the same forms part of the notice convening the ensuing AGM of the Company:
a. Purchase of power: In the opinion of the Board, consequent upon increase in power tariff by 20% w.e.f. 1st March, 2017, the Companyâs transaction with TSL in relation to purchase of power is likely to cross the maximum transaction value of Rs. 100 crores as approved by the shareholders at the 97th AGM held on June 30, 2016. Hence, in order to comply with Regulation 23(4) of Listing Regulation, the Board of Directors recommends shareholdersâ approval for the above related party transaction with TSL, relating to purchase of power amounting to Rs.110 crores per annum for FY 2017-18 and subsequent financial years, in the ensuing AGM ofthe Company.
b. Purchase of Hot Rolled Coils (HRC): The Company plans transition from the existing arrangement for conversion of HRC supplied by TSL [a related party in terms of Regulation 2(zb) of Listing Regulation] into ETP and assisting TSL in selling the same, to purchase of HRC from TSL and/or other suppliers, manufacture of ETP and sale on its own account. In the opinion of the Board, the Company''s purchase of HRC from TSL in the above proposed arrangement is estimated to qualify as a ''material'' Related Party Transaction as per the Listing Regulation. Hence, in order to comply with the Regulation 23(4) of Listing Regulation, the Board of Directors recommends shareholders'' approval for the related party transaction with TSL, relating to purchase of HRC, amounting to Rs. 1,800 crores per annum for FY 201718 and subsequent years, in the ensuing Annual General Meeting of the Company. However, the existing shareholders'' approval vide Postal Ballot dated 25th June, 2015 continues to remain in force until the Company completely transits into the proposed arrangement.
RISK MANAGEMENT
The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a Company''s capacity to create sustainable value is the risks that the Company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a Company''s operational environment and they emerge on a regular basis. The Company''s Risk Management processes focus on ensuring that the risks are identified on a timely basis and are suitably mitigated. The Board of Directors of the Company has adopted a Risk Management Policy. The development and implementation of the risk management system has been covered in the Management Discussion and Analysis section which forms a part of this Report.
FIXED DEPOSITS
The Company has not accepted any fixed deposits nor does the Company has any outstanding deposits under Section 73 of the Act, read with Companies (Acceptance of Deposit) Rules, 2014 as on the Balance Sheet date.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS
No significant material orders were passed by the Regulators or Court during the financial year which would have impacted the going concern status of the Company''s operations in the future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In compliance with Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 the prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo have been attached as Annexure 6 to this report.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted Sexual Harassment (Prevention) Policy for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.
During FY 2016-17, the Company had received one complaint on sexual harassment and the same has been disposed off by taking appropriate actions as at the end of the year, no other complaint is pending.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board of Directors of the Company is 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 (TCoC), policies and procedures adopted by the Management, corporate strategies, annual business planning process, management reviews, management system certifications and the risk management framework. The Company has IFC framework, commensurate with the size, scale and complexity of its operations. The details of the internal financial control system and their adequacy is included in the Management Discussion and Analysis, which forms a part of this Report.
CORPORATE GOVERNANCE
Pursuant to Regulation 34(3) of the Listing Regulation the Corporate Governance Report has been made a part of this Report as Annexure 7.
In compliance with the above regulation, the Managing Director''s declaration confirming compliance with the code of conduct has been made part of this Annual Report.
AUDITORS
Statutory Auditors
The term of Deloitte Haskins and Sells (Deloitte), Chartered Accountants (Firm Registration No. 302009E), the current Statutory Auditors of the Company, will end at the conclusion of the 98th Annual General Meeting of the Company. The Board of Directors, based on the recommendation of the Audit Committee, proposes Price Waterhouse & Co Chartered Accountants LLP, Chartered Accountants (Firm Registration No. 304026E/E300009) to be appointed as the Statutory Auditors of the Company, in terms of Section 139(2) of the Act, to hold office from the conclusion of the 98th AGM to be held on 25th July, 2017 till the conclusion of 103rd AGM to be held in the year 2022. Therefore, approval for appointment of Statutory Auditors is being sought from the Members of the Company at the ensuing AGM. Accordingly, requisite resolution forms part of the Notice convening the AGM.
Deloitte has been the statutory auditors of the Company since 2012 and will hold office until the conclusion of the ensuing AGM. On your behalf and on our own behalf we place on record our sincere appreciation for the services rendered by Deloitte during its long association with the Company.
Cost Auditors
As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, has approved the re-appointment of M/s Shome & Banerjee, Cost Accountants, as the Cost Auditor of the Company for audit of the cost records maintained by the Company for the year ended 31st March, 2018. Pursuant to Section 148 of the Act read with Rule 14 of Companies (Audit and Auditors) Rules, 2014, ratification of the remuneration of Cost Auditors is being sought from the Members of the Company at the ensuing AGM.
The due date for filing the Cost Audit Report of the Company for the financial year ended March 31, 2016 was September 30, 2016 and the same was filed in XBRL mode on August 9, 2016.
Secretarial Auditor
The Board of Directors of the Company, in compliance with Section 204 of the Act had appointed Mr. A K Labh, Practicing Company Secretary (FCS - 4848 / CP-3238) of M/s A K Labh & Co., Company Secretaries, as the Secretarial Auditor to conduct secretarial audit of the Company for FY 2016-17. The Report of Secretarial Auditor for FY 2016-1 7 is annexed to this report as Annexure 8.
Auditors'' Report and Secretarial Auditors'' Report
The Auditorsâ Report and Secretarial Auditorsâ Report does not contain any qualification, reservations or adverse remarks.
EXTRACT OF ANNUAL RETURN
In compliance with Section 134(3)(a) of the Act, an extract of Annual Return in the prescribed format is appended to this report as Annexure 9.
OTHER DISCLOSURES
No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
There was no change in the nature of business during FY 2016-17.
The Company does not have any subsidiary, joint venture or associate.
ACKNOWLEDGEMENTS
The Directors would like to place on record their appreciation for Senior Leadership Team and all the employees of the Company for their efforts and contribution to the Companyâs performance.
The recognized Unions at Jamshedpur and Kolkata have cooperated in an exemplary manner towards achieving the objectives of your Company.
The Directors would also like to thank the shareholders, customers, suppliers, bankers, financial institutions, Central and State Government agencies and all other stakeholders for their trust and continuous support to the Company.
On behalf of the Board of Directors
Koushik Chatterjee
Mumbai Chairman
6th June,2017 DIN.00004989
Mar 31, 2015
DEAR MEMBERS,
The Board of Directors hereby present the ninety-sixth Annual Report on
the business and operations of your Company along with the audited
financial statements for the year ended 31st March 2015.
FINANCIAL RESULTS
FY 2014-15 FY 2013-14
Rs. Lacs Rs. Lacs
Net Sales/lncome 91,116 1,05,907
TotalExpenditure 78,731 91,140
Operating Profit 12,385 14,767
Add : Dividend and Other lncome 2,755 2,536
Profitbeforelnterest, 15,140 17,303
Depreciationand Taxes
Less : Interest 1,221 2,115
Profit before Depreciation and Taxes 13,919 15,188
Less : Depreciation 7,137 6,119
Profit before Taxes 6,782 9,069
Less : Provisionfor Taxation
Provision for Current Taxation 2,194 1,901
Less: MAT Credit - -
Deferred Taxation 128 888
Profit after Taxes 4,460 6,280
Add : Balance brought forward from 5,287 7,354
previous year
Less : Adjustment arising on
account of adoption of
Schedule II of the Companies
Act, 2013
(net of taxes) 413 -
Balance 9,334 13,634
Which the Directors have
appropriated as under to :
(i) Proposed Dividend on 394 815
Preference Share
(ii) Proposed Dividend on 1,675 1,675
Equity Share
(iii) Tax on Dividend 421 423
(iv) General Reserve 334 471
(v) Capital Redemption 4,631 4,962
Reserve
TOTAL 7,455 8,346
Leaving a balance to be carried forward 1,879 5,288
DIVIDEND
i) 8.5% Non-Cumulative Optionally Convertible Preference Shares (OCPS)
: The Board has recommended a dividend of Rs. 8.50 per share on the
OCPS for the year ended 31st March, 2015.
ii) Equity Shares : The Board has recommended a dividend of Rs. 1.60
per Equity Share of Rs. 10 each for the year ended 31st March, 2015 (
Rs. 1.60 per Equity Share for the year ended 31st March, 2014)
The Dividend on OCPS and Equity Shares is subject to the approval of
the shareholders at the ensuing Annual General Meeting.
ECONOMIC ENVIRONMENT
During the year, the global economy moved at an uneven pace, with
growth rates mostly declining across the world. Global recovery was
hampered by some new challenges such as the heightened geopolitical
conflicts in various areas of the world, perils of Greek indebtedness,
Ebola epidemic, sharp decline in commodity prices and currency
volatility. A number of major economies like Russia, China, Japan,
European Union and Brazil continue to face the pressures of low demand,
currency volatility and slow growth. However, relative growth in US,
Mexico and India offered some respite.
The Indian economy appears to have withstood the issues related to
economic slowdown, persistent inflation, widening fiscal deficit,
slackening domestic demand, external account imbalances and volatility
in Rupee. India's economic fundamentals remained strong in FY 2014-15
and are expected to continue to improve in the backdrop of a strong
political mandate for the Government and the Reserve Bank of India's
relentless focus on inflation. However, consumption and capital
investments are yet to move forward and hence, there is a concern
amongst all regarding failure to meet growth aspirations.
Government's focus to transform India into a promising investment
destination with the "Make in India" initiative is expected to advance
the packaging industry. The prospect of tinplate packaging is expected
to remain positive in India over the long term due to its eco-friendly
credentials. We also hope that the Government will be able to ensure
implementation of the much awaited Goods & Services Tax, which is
expected to ease supply chain and simplify taxation.
PERFORMANCE
During the year under review, the Company's operating performance was
adversely impacted by an unprecedented surge in imports. Revenue was
also impacted by lower export volumes on account of depressed prices in
the international market. Consequently, the Company's EBITDA (Earnings
before Interest, Taxes, Depreciation and Amortization) during the year
dropped to Rs. 151 crores from Rs. 173 crores in FY 2013-14. The profit
after tax dropped to Rs. 45 crores from Rs. 63 crores in FY 2013-14.
In order to improve the performance and tackle the competitive
challenges, the Company is focusing on reducing operating costs,
enhancing raw material efficiencies and improving product quality for
greater customer satisfaction.
SAFETY AND ENVIRONMENT
Safety and occupational health responsibilities are integral to your
Company's business process and these are laid down in the Company's
Safety and Health Policy, standards and working procedures. Safety is
a key performance indicator and your Company is committed to ensuring
zero harm to its employees and any person in the Company premises. The
Company is continuously focusing on improved training, new initiatives
and communications for enhancing safety in the work place. For the FY
2014-15, the Lost Time Injury Frequency rate has reduced to 0.67 as
against 1.49 in FY 2013- 14.
During the year under review, there was one fatal incident. This
incident was investigated in detail and recommendations of the
investigation have been implemented. The family of the deceased
employee has been compensated in accordance with the Company rules. The
Board of Directors expressed their sincere regrets and grief on the
demise of the employee.
Monitoring the health of the employees commensurate with the work
environment is a continuous process and there have been no significant
observations relating to deficiencies in workplace health and hygiene
conditions.
Your Company is committed to minimizing the environmental impact of its
operations through adoption of sustainable practices and continuous
improvement in environmental performance. The major focus areas are -
water conservation, reduction in emission / effluents, waste
minimization, energy management, tree plantation. Actions have been
initiated to reduce carbon footprint through reduction in energy, fuel
and water consumption. Various initiatives are under way - use of
variable frequency drives, natural air ventilation systems, translucent
overhead sheets, LED lights, energy efficient motors, solar heating
systems. Actions are ongoing for ensuring a cleaner environment -
installation of water fogging system at dust origin points,
installation of wheel washing system to control entry dust, tree
plantation, use of cleaner fuel like propane, recycling of waste water.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 (the Act)
and the Company's Articles of Association, Mr. Koushik Chatterjee
retires by rotation and is eligible for re-appointment. During FY
2014-15 the following changes have taken place in the Board of
Directors of the Company:
* Mr B L Raina has stepped down from the Board of Directors of the
Company with effect from 11th July, 2014.
* Consequent upon notification of the Act, Mr. Dipak Kumar Banerjee,
Mr. S P Nagarkatte, Mr Ashok Kumar Basu and Dr. Sougata Ray were
appointed as Independent Directors at the last Annual General Meeting
of the Company held on 5th September, 2014.
* Life Insurance Corporation of India has withdrawn Mr. B N Samal's
nomination from the Board of Directors of the Company with effect from
17th December, 2014.
* Mr S P Nagarkatte has stepped down from the Board of Directors of the
Company with effect from 22nd January, 2015.
* Mr B N Samal was appointed as an Additional Non-Executive Independent
Director of the Company with effect from 22nd January, 2015. In
accordance with Article 90 of the Articles of Association of the
Company and Section 161 of the Act Mr. Samal will hold office up to the
forthcoming Annual General Meeting. Necessary notice in writing has
been received from a member under Section 160 of the Act proposing Mr.
Samal as a candidate for the office of Director.
* Ms Atreyee Sanyal was appointed as an Additional Non-Executive
Director of the Company with effect from 22nd January, 2015. In
accordance with Article 90 of the Articles of Association of the
Company and Section 161 of the Act Ms. Sanyal will hold office up to
the forthcoming Annual General Meeting. Necessary notice in writing has
been received from a member under Section 160 of the Act proposing Ms.
Sanyal as a candidate for the office of Director.
The Directors would like to place on record their sincere appreciation
for Mr B L Raina and Mr S P Nagarkatte's guidance, unstinting
commitment and outstanding contribution to the Company during their
tenure on the Board.
INDEPENDENT DIRECTORS DECLARATION
Pursuant to section 149(7) of the Act all Independent Directors have
given declaration that they meet the criteria of independence as laid
down under Section 149(6) of the Act and Clause 49 of the Listing
Agreement.
MEETINGS OF THE BOARD AND ITS COMMITTEES
BOARD MEETINGS
Four meetings of the Board were held during the financial year. The
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013 and the Listing Agreement. The details of
the Board Meeting are provided in the Corporate Governance Report
forming part of this Annual Report.
AUDIT COMMITTEE
The Audit Committee (the Committee) was constituted on 20th April,
1987. As at the date of this report, the Committee comprised Mr. Dipak
Kumar Banerjee (Chairman), Mr. Ashok Kumar Basu and Dr. Sougata Ray as
Members.
The primary objective of the Committee is to monitor and provide
effective supervision of the Management's financial reporting process
to ensure accurate and timely disclosures, with the highest levels of
transparency, integrity and quality of financial reporting. During the
financial year there has been no instance where the Board has not
accepted any recommendation of the Committee.
The Committee met five times during the year and the details of which
are given in the Corporate Governance Report that forms part of this
Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee (the NRC Committee) of the
Company comprises Mr. Dipak Kumar Banerjee as Chairman (Independent
Director), Mr. Ashok Kumar Basu (Independent Director) and Mr. Koushik
Chatterjee (Non-Executive Director) as members. In compliance with
Section 178 (3) of the Act and Clause 49(IV)(B) of the Listing
Agreement with the Stock Exchanges, the Board on recommendation of the
Committee has adopted the following policies namely:
i. Policy on appointment and removal of Directors which includes Board
membership criteria, Board diversity policy and criteria for
determining independence of directors.
ii. Policy on remuneration for Directors, Key Managerial Personnel and
other employees.
The above policies are attached to this Directors' Report as Annexure
1.
In addition, the Company also adopted the Policy on Familiarization
Program for Independent Directors. All new Independent Directors (IDs)
inducted into the Board are presented with an over view of the
Company's business operations, products, organisation structures and
about the Board constitution and its procedures .
The Policy on the Company's Familiarization Programme for IDs can be
accessed at
http://www.tatatinplate.com/IndependentDirectorFamiliarization
EducationProgramme.pdf.
BOARD EVALUATION
The Nomination and Remuneration Committee and the Board of Directors of
the Company had laid down the process and criteria for annual
performance evaluation of the Board, its Committees and individual
Directors. In compliance with the provisions of the Act and Clause 49
of the Listing Agreement, the evaluation of the Board, its Committees
and that of its individual Directors has been carried out during the
year.
The aspects covered in the evaluation included the contribution to and
monitoring of corporate governance practices, participation in the long
term strategic planning and the fulfilment of Directors' obligation and
fiduciary responsibilities, including but not limited to, active
participation at the Board and Committee meetings.
The Board at its meeting reviewed the performance of the Board as a
whole, its Committees and individual directors, taking into account
feedback of the Nomination and Remuneration Committee and the
Independent Directors which included the evaluation of the Chairman and
Non- Independent Directors of the Company.
Further, the Independent Directors at their meeting, reviewed the
performance of Board, Chairman of the Board and of Non-Executive
Directors.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors based on the framework of internal financial
controls and compliance systems established and maintained by the
Company, work performed by the Internal, Statutory, Cost and
Secretarial Auditors and the reviews performed by Management and the
relevant Board Committees, including the Audit Committee, is of the
opinion that the Company's internal financial controls were adequate
and effective during the financial year 2014-15.
Accordingly pursuant to Section 134(3)(c) read with Section 134(5) of
the Act and Clause 49(III)(D)(4)(a) of the Listing Agreement with Stock
Exchanges, the Board of Directors, to the best of their knowledge and
ability, confirm that:
i. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
ii. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that period;
iii. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
are operating effectively; and
vi. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and operating effectively.
KEY MANAGERIAL PERSONNEL
In compliance with provisions of Section 203 of the Act the Board of
Directors of the Company appointed the following three persons as the
Key Managerial Personnel of the Company with effect from 22nd April,
2014.
i. Mr Tarun Kumar Daga - ManagingDirector
ii. Mr Chacko Joseph - Chief Financial Officer
iii. Mr S Kar - CompanySecretary
The remuneration and other details of the Key Managerial Personnel for
FY 2014-15 are provided in Extract of the Annual Return which forms
part of this Directors' Report.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
In compliance with the provisions of Section 177 of the Act and Clause
49 of the Listing Agreement the Company has established a Vigil
Mechanism for Directors and employees of the Company and has adopted a
Whistle Blower Policy to enable the employees to report concerns about
unethical, actual or suspected fraud or violation of Company's code of
conduct or ethics policy, thereby ensuring that the activities of the
Company are conducted in a fair and transparent manner. The said policy
is available at the Company's website at
http://www.tatatinplate.com/VigilMechanism.pdf.
CORPORATE SOCIAL RESPONSIBILITY POLICY
Upholding the Tata tradition, service to the community has always been
part of the Company's commitment. Over the years the Company has put in
place a well-defined process in the key thrust areas of education,
employability, skill development and health care. However, consequent
upon the notification of the Act and the applicability of Section 135
of the Act coming into force, the Company's initiatives towards
Corporate Social Responsibility have been suitably focused. The details
of the policy and the CSR initiatives undertaken by the Company during
the financial year are provided in the 'Annual Report on Corporate
Social Responsibility Activities 2014-15 forming part of this
Directors' Report as Annexure - 2. The Policy adopted by the Company
can be viewed at
http://www.tatatinplate.com/CorporateSocialResponsibilityPolicy.pdf.
LOANS GUARANTEES AND INVESTMENTS
The Company did not give any loans, directly or indirectly to any
person (other than to employees) or to other body corporate, nor did it
give any guarantee or provide any security in connection with a loan to
any other body corporate or person. The Company has certain long term
non-current investments, as detailed under note 12 to the 'Notes to the
Financial Statement'. Such investments are in compliance with Section
186 of the Act. The loans provided to employees are also in compliance
with Section 186 of the Act.
RELATED PARTY TRANSACTIONS
The related party contracts or arrangements entered into by the Company
do not fall under the ambit of Section 188(1) of the Act and all
related party transactions during the financial year were at arm's
length and in the ordinary course of business. In compliance with the
provisions of the Act and Clause 49 of the Listing Agreement, all
related party transactions had been placed before the Audit Committee
for prior approval. Pursuant to Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 information
pertaining to related parties are given in Form AOC-2 as Annexure - 3
of this Directors' Report.
RISK MANAGEMENT
The Company is exposed to inherent uncertainties owing to the sectors in
which it operates. A key factor in determining a Company's capacity to
create sustainable value is the risks that the Company is willing to
take (at strategic and operational levels) and its ability to manage
them effectively. Many risks exist in a company's operating environment
and they emerge on a regular basis. The Company's Risk Management
processes focus on ensuring that these risks are identified on a timely
basis and addressed.
FIXED DEPOSITS
The Company has not accepted any fixed deposits nor does the Company
have any outstanding deposits under Section 73 of the Act, read with
Companies (Acceptance of Deposit) Rules, 2014as on the Balance Sheet
date.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS
No significant material orders were passed by the regulators or Court
during the financial year which would have impacted the going concern
status of the Company's operation in the future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
In compliance with Section 134(3)(m) of the Act read with Rule, 8 of
The Companies (Accounts) Rules, 2014 the prescribed particulars of
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo is attached as Annexure -4 to this Directors'
Report.
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is forming part of this Directors' Report as Annexure - 5.
The statement containing particulars of employees as required under
Section 197 (12) of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in a separate Annexure forming part of this Report. However,
in terms of Section 136 of the Act the Annual Report is being sent to
Members excluding this Annexure. The said Annexure is available for
inspection by the Members at the Registered Office of the Company
during business hours on working days, and if, any Member is interested
in obtaining a copy thereof, such Member may write to the Company
Secretary, where upon a copy would be sent.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted Sexual Harassment (Prevention) Policy for prevention,
prohibition and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules
thereunder.
During FY 2014-15, the Company had received one complaint on sexual
harassment and the same has been disposed off. As at the end of the
year, no other Complaint is pending.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an internal control system, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the Internal Audit Charter. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board. Internal
Audit Department monitors and evaluates the efficacy and adequacy of
the internal financial control. Details of the same are given in the
Management Discussion and Analysis, which forms a part of this
Directors' Report.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Management Discussion and Analysis, Corporate Governance
Report and Managing Director's and Auditors' Certificate regarding
compliance with conditions of Corporate Governance are made a part of
this Annual Report.
AUDITORS
Statutory Auditors
M/s Deloitte Haskins & Sells, Chartered Accountants, (Firm registration
No. 302009E) was appointed as the Auditors of the Company to hold
office from the conclusion of the ninety-fifth Annual General Meeting
(AGM) held on 05.09.2014 till the conclusion of ninety-eighth AGM to be
held in the year 2017 subject to ratification of their appointment by
the members at every subsequent AGM. Therefore, ratification of
appointment of Auditors is being sought from the Members of the Company
at the ensuing AGM.
Cost Auditors
Your Company has re-appointed M/s Shome & Banerjee, Cost Accountants,
as the Cost Auditor of the Company for audit of the cost records
maintained by the Company for the year ended 31st March, 2016. Pursuant
to Section 148 of the Act read with Rule 14 of Companies (Audit and
Auditors) Rules, 2014 ratification of the remuneration of Cost Auditors
is being sought from the Members of the Company at the ensuing AGM.
Secretarial Auditor
The Board of Directors of the Company, in compliance with Section 204
of the Act had appointed Mr A K Labh, Practicing Company Secretary (FCS
- 4848 / CP-3238) of M/s A K Labh & Co., Company Secretaries, as the
Secretarial Auditor to conduct secretarial audit of the Company for FY
2014-15. The Report of Secretarial Auditor for FY 2014-15 is annexed
to this Directors' Report as Annexure - 6.
Auditors' Report and Secretarial Auditors' Report
The Auditors' Report and Secretarial Auditors' Report does not contain
any qualification, reservations or adverse remarks.
EXTRACT OF ANNUAL RETURN
In compliance with Section 134(3)(a) of the Act, an extract of Annual
Return in the prescribed format is appended as Annexure -7 to this
Directors' Report.
OTHER DISCLOSURES
No material changes and commitments affecting the financial position of
the Company have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the
Report.
There was no change in the nature of business during the financial year
2014-15.
The Company does not have any subsidiary, joint ventures or associates.
ACKNOWLEDGEMENTS
The Directors would like to place on record their appreciation of all
the employees of the Company for their efforts and their contribution
to the Company's performance. The recognized Unions at Jamshedpur and
Kolkata have cooperated in an exemplary manner towards achieving the
objectives of your Company.
The Directors would also like to thank the shareholders, customers,
suppliers, bankers, financial institutions, Central and State
government agencies and all other stakeholders for their trust and
continuous support to the Company.
On behalf of the Board of Directors
Koushik Chatterjee
Kolkata, 29th April, 2015 Chairman
Mar 31, 2014
DEAR MEMBERS,
The Board of Directors hereby present the ninety-fifth Annual Report on
the business and operations of your Company along with the audited
financial statements for the year ended 31st March 2014.
FINANCIAL RESULTS
FY 2013-14 FY 2012-13
Rs. Lacs Rs. Lacs
NetSales/Income 1,05,907 87,716
Total Expenditure 91,140 76,572
Operating Profit 14,767 11,144
Add : Dividend and Other Income 2,536 2,139
ProfitbeforeInterest, Depreciationand Taxes 17,303 13,283
Less : Interest 2,115 2,528
Profit before Depreciation and Taxes 15,188 10,755
Less : Depreciation 6,119 5,802
Profit before Taxes 9,069 4,953
Less : Provision for Taxation
Provision for Current Taxation 1,901 994
Less: MAT Credit - (994)
Deferred Taxation 888 2,130
Profit after Taxes 6,280 2,823
Add:Balance brought forward from previous year 7,354 7,864
Balance 13,634 10,687
Which the Directors have appropriated as under to :
(i) Proposed Dividend on Preference Share 815 899
(ii) Proposed Dividend on Equity Share 1,675 1,047
(iii) Tax on Dividend 423 330
(iv) General Reserve 471 71
(v) Capital Redemption Reserve 4,962 986
TOTAL 8,346 3,333
Leaving a balance to be carried forward 5,288 7,354
DIVIDEND
i) 8.5% Non-Cumulative Optionally Convertible Preference Shares (OCPS)
: The Board has recommended a dividend of Rs. 8.50 per share on the
OCPS for the year ended 31st March, 2014.
ii) Equity Shares : The Board has recommended a dividend of Rs 1.60 per
Equity Share (2012-13 : Rs. 1.00 per Equity Share) of Rs.10 each for
year ended 31st March, 2014.
The Dividend on OCPS and Equity Shares is subject to the approval of
the shareholders at the Annual General Meeting.
ECONOMIC ENVIRONMENT
The world economy expanded at a very subdued pace, on account of weaker
domestic demand and slower growth in several key emerging market
economies and rather gradual recovery of Europe from a more protracted
recession. While imminent risks in advanced economies have diminished,
new risks of a longer term growth slowdown in emerging market economies
have now surfaced, due to prolonged effects of domestic capacity
issues, slow down in credit growth and weak external conditions.
Economic growth in India also remained subdued in Financial Year
2013-14 against the backdrop of the global slowdown, with high interest
rates impacting consumption and slowing down of fixed asset
investments. Whilst there was a revival in agriculture, the
Government''s monetary policy imperative was to contain inflation
while supporting growth. Industrial output growth rate, however, saw a
deceleration due to a combination of global and domestic factors and a
decline in mining sector, capital goods, and consumer goods. Despite
the slowdown, the belief in the long-term potential of the economy
remains strong. Decisive policy actions on issues such as curbing
wasteful subsidies, attracting foreign direct investment to reduce the
current account deficit and an increase in infrastructure spending may
restore confidence and lead to stronger growth. However, the continual
lack of action on the policy front prior to the elections has impacted
the economy.
The apparent consumption of tinplate in India saw a marginal drop in
the year under review - whilst this may be due to the foreign exchange
situation during the year and various other factors, the overall
position may need to be seen over a longer time horizon.
With a stable political domestic environment and hope of revival of
domestic demand, packaging demand is expected to improve going forward.
PERFORMANCE
During the year under review, the Company''s operating scale increased
by around 5% as compared to the previous year i.e. increased in volumes
from approximately 310,000 tons in FY12-13 to 324,000 tons in FY13-14.
Based on increased volumes and better realisations over input raw
materials in FY14, the Company''s EBIDTA (Earnings before Interest,
Taxes, Depreciation and Amortisation) during the year increased to Rs.
173 Crores from Rs. 133 Crores in FY 2012-13. The profit after tax also
increased during the year under review to Rs. 63 Crores from the profit
after tax of Rs. 28 Crores in FY 2012-13.
Your Company is working towards further ramping up the scale of
operations through higher capacity utilization. In order to further
improve the operating and financial performance, the Company is
striving to reduce operating costs, improving raw material utilization
efficiencies and at the same time improving product quality for
achieving greater customer satisfaction.
SAFETY AND ENVIRONMENT
Safety and occupational health responsibilities are integral to your
Company''s business process and these are laid down in the Company''s
Safety and Health Policy, standards and working procedures. In terms
of the aforesaid policy your Company is committed to ensuring zero harm
to its employees, any person in the company premises and the
communities in which it operates. Safety is a key performance indicator
and one of the prime drivers of the Company''s operating efficiency. The
Company is continuously focusing on improved training, new initiatives
and communications for improving safety in the work place.
Monitoring the health of the employees commensurate with the work
environment is a continuous process and there have been no significant
observations relating to deficiencies in workplace health and hygiene
conditions.
During the year under review, there were no fatal incidents. The Lost
Time Injury Frequency rate was 1.63 as against 1.49 in 2012-13.
Your Company is committed to conserving the environment and places
great emphasis on minimizing the environmental impact of its operations
through adoption of sustainable practices and continuous improvement in
environmental performance. The major focus areas are - Waste and Energy
Management,Water Conservation, Afforestation and Reduction in
Emissions. Actions have been initiated to reduce carbon footprint
through reduction in energy, fuel and water consumption. Various
initiatives such as use of variable frequency in several drives,
natural air ventilation systems, use of translucent sheets to provide
natural illumination during day time, use of energy efficient lights,
and use of solar heating systems have been undertaken to reduce energy
consumption. For ensuring a cleaner and sustainable environment, the
Company is focusing on tree plantation, use of cleaner fuel like
propane in place of high speed diesel as well as recycling of waste
water.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the
Company''s Articles of Association, Mr. Anand Sen retires by rotation
and is eligible for re-appointment.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Details of conservation of energy, technology absorption and foreign
exchange earnings and outgo as per Section 217(1)(e) of the Companies
Act, 1956 (the Act) read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules 1988, are given in
Annexure ''I'' to this Report.
PARTICULARS OF EMPLOYEES
The information required under Section 217(2A) of the Act, and the
rules there under, in respect of the employees of the Company, is
provided in the Annexure forming part of this Report. In terms of
Section 219(1)(b)(iv) of the Act, the Report and Accounts are being
sent to the Members, excluding the aforesaid Annexure. The Annexure is
available for inspection by the Members at the Registered Office of the
Company during business hours on working days up to the date of the
ensuing Annual General Meeting, and if, any Member is interested in
obtaining a copy thereof, such Member may write to the Company
Secretary, where upon a copy would be sent.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement executed with the Stock
Exchanges, a Management Discussion and Analysis, Corporate Governance
Report, Managing Director''s and Auditors'' Certificate regarding
compliance of conditions of Corporate Governance are made a part of the
Annual Report. A note on the Company''s corporate social responsibility
is also included.
AUDITORS Statutory Auditors
The Members are requested to appoint the Auditors and fix their
remuneration. Messrs Deloitte Haskins & Sells, Chartered Accountants,
the retiring auditors have furnished a certificate of their eligibility
for re-appointment as required under the Act.
Cost Auditors
Your Company has re-appointed Messrs Shome & Banerjee, Cost
Accountants, as the Cost Auditor of the Company for audit of the cost
records maintained by the Company for the year ended 31st March, 2015.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Act, the Directors based on the
representations received from the Operating Management, confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed and that there are no material departures;
ii) they have, in the selection of the Accounting Policies, consulted
the Statutory Auditors and have applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for that period;
iii) they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956,
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iv) they have prepared the annual accounts on a going concern basis.
ACKNOWLEDGEMENTS
The Directors would like to place on record their appreciation to all
the employees of the Company for their efforts and their contribution
to the Company''s performance. The recognized Unions at Jamshedpur and
Kolkata have cooperated in an exemplary manner towards achieving the
objectives of your Company.
The Directors would also like to thank the shareholders, customers,
suppliers, bankers, financial institutions, Central and State
government agencies and all other stakeholders for their trust and
continuous support to the Company.
On behalf of the Board of Directors
Koushik Chatterjee
Kolkata, 22nd April, 2014 Chairman
Mar 31, 2013
TO THE MEMBERS,
The Board of Directors hereby present the Ninety-fourth Annual Report
on the business and operations of your Company along with the audited
financial statements for the year ended 31st March 2013.
FINANCIAL RESULTS
FY 2012-13 FY 2011-12
Rs. Lacs Rs.Lacs
Net Sales/Income 87,716 62,703
Total Expenditure 76,572 55,264
Operating Profit 11,144 7,439
Add : Other Income 2,139 1,897
Profit before Interest,Depreciation and Taxes 13,283 9,336
Less : Interest 2,528 1,727
Profit before Depreciation and Taxes 10,755 7,609
Less : Depreciation 5,802 4,819
Profit before Taxes 4,953 2,790
Less : Provision for Taxation
Provision for Current Taxation 994 540
Less: MAT Credit (994) (540)
Deferred Taxation 2,130 1,135
Profit after Taxes 2,823 1,655
Add : Balance brought forward from previous
year 7,864 9,008
Balance 10,687 10,663
Which the Directors have appropriated as
under to :
(i) Proposed Dividend on Preference Share 899 955
(ii) Proposed Dividendon Equity Share 1,047 890
(iii) Tax on Dividend 330 299
(iv) General Reserve 71 -
(v) Capital Redemption Reserve 986 655
TOTAL 3,333 2,799
Leaving a balance to be carried forward 7,354 7,864
DIVIDEND
i) 8.5% Non-Cumulative Optionally Convertible Preference Shares (OCPS)
: The Board has recommended a dividend ofRs. 8.50 per share on the OCPS
forthe year ended 31st March, 2013.
ii) Equity Shares : The Board has recommended a dividend of Rs. 1.00
per Equity Share (2011-12 : Rs. 0.85 per EquityShare) ofRs. 10each
fortheyearended 31st March, 2013.
The Dividend on OCPS and Equity Shares is subject to the approval of
the shareholders at the Annual General Meeting.
ECONOMIC ENVIRONMENT
During the year under review, the slowdown across continents and across
industries continued, albeit at varying pace. Governments across the
world are taking different measures with the hope that growth will
strengthen, especially in the emerging and developing economies. The
Chinese slowdown was sharper than expected which had reined in
commodity prices during FY 2012-13. However, any global recovery is
centered on Europe wherein the situation still appears uncertain -
there are predictions ofanother year of contraction in the Euro zone.
The Indian economy faced the combined pressure of slow recovery in the
global economy and internal issues leading to lower growth. While
strong financial stimulus in the past years led to higher growth, the
boost to consumption, coupled with supply side constraints, led to
higher inflation during the year under review. Continued tight monetary
policy to contain inflation, coupled with relatively lower external
growth, led to an across the board slowdown in the economy. Despite all
these factors, the Indian economy is still expected to grow between
5.5% to 6% and this is expected to be relatively better than most
nations. In alignment with growth in the economy, the packaging
industry in India is also growing steadily and correspondingly tinplate
consumption is also on the rise.
PERFORMANCE
During the year under review your Company''s operating scale increased
and accordingly, the Company''s EBIDTA (Earnings before Interest, Taxes,
Depreciation and Amortisation) increased to Rs. 133 crores from Rs. 93
crores in FY 2011-12. The profit after tax also increased to Rs. 28
crores from Rs. 17croresinFY 2011-12.
Your Company is ramping up the capacity utilization so as to reach the
expected production level for which investments were made in the recent
past. During the year under review, there has been a 21% increase in
the Company''s production and 18% in sales. At the same time, your
Company is striving to reduce operating costs in order to further
improve operating and financial performance. As in the past there has
been continuous focus on all round cost reduction in different areas of
operations including raw material utilization efficiencies.
As the main enablers for growth and profitability, your Company will
continue its endeavor to control costs and enhance customer centricity.
SAFETY AND ENVIRONMENT
Safety and occupational health responsibilities are integral to your
Company''s business process and these are laid down in the Company''s
Safety and Health Policy standards and working procedures. In terms of
the aforesaid policy your Company is committed to ensuring zero
injuries to its employees, contract workforce and the communities in
which it operates. The Company is continuously focusing on improved
training, new initiatives and communications for improving safety in
the work place. Safety is a key performance indicator and one of the
prime drivers of the Company''s operating efficiency.
Monitoring the health of the employees, contract employees,
commensurate with the work environment is a continuous process and
there have been no significant observations relating to deficiencies in
workplace health and hygiene conditions. The Safety, Health and
Environment performance is being reviewed at all the Company''s review
forums and also at the Board Meetings of the Company.
During the year under review there were no fatal incidents. The Lost
Time Injury Frequency rate reduced to 1.49 as against 2.42 in 2011-12.
Your Company is committed to conserving the environment and therefore
places great emphasis on minimizing the environmental impact of its
operations through adoption of sustainable practices and continuous
improvement in environmental performance. The major focus areas are -
Waste and Energy Management, Water Conservation, Afforestation and
Reduction in Emissions. The Tata Group Policy on Climate Change has
been adopted which focuses on adherence to eco-friendly practices in
the Company''s processes and products. Actions have been initiated to
reduce carbon footprint through reduction in energy, fuel and water
consumption. For ensuring a cleaner and sustainable environment your
Company is focusing on dust prevention, reduction in emissions from
Boiler, reduction in the generation ofsolid wastes and reducing
deviations in effluent discharge.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Company''s Articles of Association, Mr Koushik Chatterjee, Mr Anand Sen
and Mr S P Nagarkatte, retire by rotation and are eligible for
reappointment.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Details of conservation of energy, technology absorption and foreign
exchange earnings and outgo as per Section 217(1)(e) of the Companies
Act, 1956 (the Act) read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules 1988, are given in
Annexure ''I'' to this Report.
PARTICULARS OF EMPLOYEES
The information required under Section 217(2A) of the Act, and the
rules thereunder, in respect of the employees of the Company, is
provided in the Annexure forming part of this Report. In terms of
Section 219(1) (b) (iv) of the Act, the Report and Accounts are being
sent to the Members, excluding the aforesaid Annexure. The Annexure is
available for inspection by the Members at the Registered Office of the
Company during business hours on working days up to the date of the
ensuing Annual General Meeting, and if, any Member is interested in
obtaining a copy thereof, such Member may write to the Company
Secretary, whereupon a copy would be sent.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement executed with the Stock
Exchanges, a Management Discussion and Analysis, Corporate Governance
Report, Managing Director''s and Auditors'' Certificate regarding
compliance ofconditions ofCorporate Governance is made a part ofthe
Annual Report. A note on the Company''s corporate social responsibility
is also included.
AUDITORS
Statutory Auditors
The Members are requested to appoint the Auditors and fix their
remuneration. Messers Deloitte Haskins & Sells, Chartered Accountants,
the retiring auditors have furnished a certificate of their eligibility
for reappointment as required under the Act.
Cost Auditors
Your Company has reappointed Messers Shome & Banerjee, Cost
Accountants, as the Cost Auditor of the Company for audit of the cost
records maintained by the Company for the year ended 31st March, 2014.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) ofthe Act, the Directors based on the
representations received from the Operating Management, confirm that:
1. in the preparation ofthe annual accounts, the applicable accounting
standards have been followed and that there are no material departures;
2. they have, in the selection of the Accounting Policies, consulted
the Statutory Auditors and have applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of
the financial year and ofthe profit ofthe Company for that period;
3. they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956,
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
4. they have prepared the annual accounts on a going concern basis.
ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to all the employees of
the Company for their efforts and their contribution to the Company''s
performance. Recognized Unions at Jamshedpur and Kolkata have
cooperated in an exemplary manner towards achieving the objectives of
your Company.
Directors would also like to thank the shareholders, customers,
employees, suppliers, bankers, financial institutions, Central and
State Government agencies and all other stakeholders for their
continuous support to the Company.
On behalf of the Board of Directors
Koushik Chatterjee
Mumbai,18th April, 2013 Chairman
Mar 31, 2012
The Board of Directors hereby presents the Ninety-third Annual Report
on the business and operations of your Company along with the audited
financial statements for the year ended 31 st March 2012.
FINANCIAL RESULTS
FY 2011-12 FY 2010-11
Rs.Lakhs Rs.Lakhs
Net Sales/Income 62,703 79,449
Total Expenditure 55,264 71,003
Operating Profit 7,439 8,446
Add : Dividend and Other Income 1,897 1,752
Profit before Interest,
Depreciation and Taxes 9,336 10,198
Less : Interest. 1,727 1,448
Profit before Depreciation and Taxes. 7,609 8,750
Less : Depreciation 4,819 3,635
Profit before Taxes. 2,790 5,115
Less: Provision for Taxation
Provision for Current Taxation 540 1,051
Less : MAT Credit 540 0
Provision for Fringe Benefit Tax
Deferred Taxation 1,135 483
Profit after Taxes 1,655 3,581
Add : Balance brought forward
from previous year. 9,008 8,176
Balance 10,663 11,757
Which the Directors have
appropriated as under to :
(i) Proposed Dividend on
Preference Share. 955 955
(ii) Proposed Dividend on Equity Share 890 1,256
(iii) Tax on Dividend 299 359
(iv) General Reserve 0 179
(iv) Capital Redemption Reserve 655 0
TOTAL. 2,799 2,749
Leaving a balance to be carried forward. 7,864 9,008
DIVIDEND
i) 8.5% Non-Cumulative Optionally Convertible Preference Shares (OCPS)
: The Board has recommended a dividend of Rs. 8.50 per share on
11,233,000 OCPS of Rs. 100 each for the year ended 31 st March, 2012.
ii) Equity Shares : The Board has recommended a dividend of Rs. 0.85 per
Equity Share (2010-11: Rs. 1.20 per Equity Share) on 10,46,67,638 Equity
Shares of Rs.10 each for the year ended 31 st March, 2012.
The Dividend on OCPS and Equity Shares is subject to the approval of
the shareholders at the Annual General Meeting.
VOLUNTARY OPEN OFFER
A voluntary open offer has been made by Tata Steel Limited under the
Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations 2011 for acquisition of up to
1,46,53,470 equity shares of the Company at a price of Rs. 60/- per share
from the shareholders of the Company. The Letter of Offer which would
be sent to the shareholders has been filed with SEBI by Tata Steel
Limited and SEBI's approval to the same is awaited.
ECONOMIC ENVIRONMENT
The global economy witnessed lower economic growth in 2011 primarily
due to the sovereign debt crisis in the Euro zone, sluggish recovery in
the US and contraction of the Japanese economy. Economic growth also
declined in the emerging and developing economies like China, India and
Brazil due to financial uncertainty in the developed economies.
The Indian economy slowed down in 2011-12 with growth at 6.5% against
8.5% in the previous year. Economic performance was impacted by various
internal and external factors including adverse impact of crude oil
prices, continuing inflationary pressure, high interest rates and
decline in investment flow. The depreciation of the Rupee against the
US Dollar in the second half of 2011 -12, uncertain external
environment and the decline in various indices of economic performance
have been a cause for concern for the economy. With the prospect of a
weak monsoon, the trend is likely to continue with GDP growth projected
to be around 6% during 2012-13.
Tinplate demand remained steady in India throughout the year under
review. However due to the depressed global tinplate prices and the
increase in input prices of hot rolled coils, tin mill black plates and
tin, your Company's profits were impacted significantly.
PERFORMANCE
During the year under review your Company's operating scale increased
by 6% as compared to the previous year i.e. from approximately 241,000
tons to 256,000 tons. The Company's EBITDA (Earnings before Interest,
Taxes, Depreciation and Amortisation during the year under review was
lower at Rs. 93 crores as compared to Rs. 102 crores in FY 2010-11 on
account of the depressed global tinplate prices and increase in input
steel and tin prices. Higher depreciation and interest charge relating
to the new Cold Rolling Mill facilities led to a reduction in profit
after tax from Rs.36 crores in FY 2010-11 to Rs. 17 crores in the current
year.
In order to further improve competitiveness, your Company is enhancing
the capacity utilization of its existing and new plants as well as
striving to reduce its operating costs.
EXPANSION PROJECT
The Company has been progressively commissioning the second Cold
Rolling Mill project (CRM- 2) and all major facilities were
commissioned by the end of the third quarter of FY 2011 -12. The delay
in commissioning the CRM-2 project was due to unforeseen difficulties
faced in setting up the plant alongside the existing facilities and
problems faced during refurbishments.
With the commissioning of CRM-2 the Company is positioned to utilize
the combined capacities of the two tinning lines.
SAFETY AND ENVIRONMENT
Your Company is committed to ensuring zero injury to its employees,
contractors and the communities in which it operates. Improving work
place safety continues to be of top priority in all operations. Your
Company is focusing on improving safety at the workplace through
increased leadership engagement and improved training and
communication. Safety is integral to the Company's business process and
is laid down in the Company's health and safety policy, standards and
working procedures. Safety is a key performance indicator and one of
the prime drivers of the Company's operating efficiency. The Company
achieved a reduction of 50% in Lost Time Injury Frequency rate. During
the year under review no fatal incident had occurred and the Company
focused on eliminating hazards at work places. Monitoring the
employees' health in relation the work environment is a continuous
process and there have been no significant observations relating to
deficiencies in workplace health and hygiene conditions.
Your Company is committed to conserving the environment, and is
oriented towards an eco- friendly approach across all spheres of
operations. The major focus areas are - Waste Management, Energy
Management, Water Conservation, Afforestation and Reduction in
Emissions. Your Company has adopted the Tata Group Policy on Climate
Change and is focused on adherence to eco-friendly practice in its
processes and products to improve sustainability. Based on an audit
study, actions have been initiated to reduce carbon footprint through
reduction in energy, fuel and water consumption. Various initiatives
such as natural air ventilation systems, use of translucent sheets to
provide natural illumination during day time, use of energy efficient
lights, solar heating systems, use of variable frequency drive in
various drives, use of renewable energy and optimization of air
conditioner run timings have been undertaken to reduce energy
consumption. Your Company is focusing on ensuring a cleaner and
sustainable environment through tree plantation, increasing use of
cleaner fuel like propane in place of high speed diesel in the Batch
Annealing Furnaces & Acid Regeneration Plant-2 and recycling of waste
water.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Company's Articles of Association, Mr Ashok Kumar Basu, Mr B L Raina
and Mr T V Narendran, retire by rotation and are eligible for
re-appointment.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Details of conservation of energy, technology absorption and foreign
exchange earnings and outgo as per Section 217(1)(e) of the Companies
Act, 1956 (the Act) read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules 1988, are given in
Annexure to this Report.
PARTICULARS OF EMPLOYEES
The information required under Section 217(2A) of the Companies Act,
1956 and the rules there under, in respect of the employees of the
Company, is provided in the Annexure forming part of this Report. In
terms of Section 219(1 )(b)(iv) of the Act, the Report and Accounts are
being sent to the Members, excluding the aforesaid Annexure. The
Annexure is available for inspection by the Members at the Registered
Office of the Company during business hours on working days up to the
date of the ensuing Annual General Meeting, and if, any Member is
interested in obtaining a copy thereof, such Member may write to the
Company Secretary, where upon a copy would be sent.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement executed with the Stock
Exchanges, a Management Discussion and Analysis, Corporate Governance
Report, Managing Director's and Auditors' Certificate regarding
compliance of conditions of Corporate Governance are made a part of the
Annual Report. A note on the Company's corporate social responsibility
is also included.
AUDITORS
Statutory Auditors
The Members are requested to appoint Messrs Deloitte Haskins & Sells,
Chartered Accountants as the Auditors of the Company at the ensuing
Annual General Meeting of the Company. The Board of Directors at its
meeting held on 24th July 2012 has resolved to recommend to the members
that Messrs Deloitte Haskins & Sells, Chartered Accountants, be
appointed as the Statutory Auditors of the Company from the conclusion
of the ensuing Annual General Meeting till the conclusion of the next
Annual General Meeting of the Company in place of Messrs Price
Waterhouse who have expressed their unwillingness to be re-appointed as
Statutory Auditors of the Company.
Cost Auditors
Your Company had appointed Messrs Shome & Banerjee, Cost Accountants,
Kolkata as the Cost Auditor, with approval of the Central Government,
for audit of Cost records maintained by the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
based on the representations received from the Operating Management,
confirm that:
1. in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures;
2. they have, in the selection of the Accounting Policies, consulted
the Statutory Auditors and have applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for that period;
3. they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956,
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
4. they have prepared the annual accounts on a going concern basis.
ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation to all the
employees of the Company for their efforts and their contribution to
the Company's performance. The recognized Unions at Jamshedpur and
Kolkata continue to cooperate in an exemplary manner towards achieving
the objectives of your Company.
The Directors wish to thank all the stake holders, i.e. shareholders,
customers, employees, suppliers, bankers, financial institutions,
Central and State Government agencies and all other stakeholders for
their support, and look forward to their continued support in the
future.
On behalf of the Board of Directors
Koushik Chatterjee
Kolkata, 24th July, 2012 Chairman
Mar 31, 2011
TO THE MEMBERS
The Board of Directors hereby presents the Ninety-second Annual Report
on the business and operations of your Company along with the audited
financial accounts for the year ended 31st March 2011.
FINANCIAL RESULTS
FY 2010-11 FY 2009-10
Rupees Lakhs Rupees Lakhs
Net Sales/Income 79,218 78,000
Total Expenditure 71,296 64,676
Operating Profit 7,922 13,324
Add : Dividend and Other Income 1,876 2,302
Profit before Interest,
Depreciation and Taxes 9,798 15,626
Less : Interest 1,048 2,109
Profit before Depreciation and Taxes 8,750 13,517
Less : Depreciation 3,635 3,364
Profit before Taxes 5,115 10,153
Less: Provision for Taxation
Provision for Current Taxation 1,051 1,780
Less: MAT Credit - 1,051 522 1258
Provision for Fringe Benefit Tax - 2
Deferred Taxation 483 2,178
Profit after Taxes 3,581 6,715
Add : Balance brought forward from
previous year 8,175 4,504
Balance 11,756 11,219
Which the Directors have
appropriated as under to :
(i) Proposed Dividend on Preference
Share 955 955
(ii) Proposed Dividend on
Equity Share 1,256 1,079
(iii) Tax on Dividend 359 338
(iv) General Reserve 179 672
TOTAL 2,749 3,044
Leaving a balance to be carried
forward 9,007 8,175
On 1st April 2011, the 3% Fully Convertible Debentures issued on Rights
basis to the shareholders were automatically and compulsorily converted
into Equity Shares as per the terms of the Letter of Offer dated 3rd
September 2009.
Consequent upon such conversion, the shareholding of Tata Steel Limited
increased to 59.45% of the paid up Equity Share Capital of the Company
and the Company became a subsidiary of Tata Steel Limited with effect
from 1st April 2011.
DIVIDENDS
i) 8.5% Non-Cumulative Optionally Convertible Preference Shares (OCPS):
The Board has recommended a dividend of Rs. 8.50 per share on
11,233,000 OCPS of Rs. 100 each for the year ended 31st March, 2011.
ii) Equity Shares : The Board has recommended a dividend of Rs.1.20 per
Equity Share on 10,46,67,638 Equity Shares of Rs.10 each for the year
ended 31st March, 2011 (2009-10 : Rs.1.50 per Equity Share on
7,19,63,429 Equity Shares of Rs. 10 each ).
The paid up Equity Share Capital of the Company increased from
7,19,63,429 Equity Shares to 10,46,67,638 Equity Shares of Rs. 10 each
consequent upon the compulsory and automatic conversion of the 3% Fully
Convertible Debentures on 1st April, 2011.
The total dividend payout works out to 72% (2009-10: 35%).
The Dividend on OCPS and Equity Shares is subject to the approval of
the shareholders at the Annual General Meeting.
GLOBAL ECONOMY
During the year under review the world economy continued on its path to
recovery with India and China's robust growth providing the desired
impetus. However, the state of the economies in many developed
countries continues to be a cause of concern with the Euro zone being
the most vulnerable. The developing economies are now emerging as major
drivers of global economic growth.
The Indian economy during 2010 saw acceleration in the pace of its
growth with contribution from all sectors of the economy. With strong
demand, robust consumption, savings and investment likely to continue
in 2011, the GDP is expected to grow robustly. While the growth outlook
remains strong, in the near term, there are a number of challenges such
as high levels of inflation particularly in food prices, a widening
trade deficit, deceleration in corporate spending and hardening of
global energy prices. Despite these challenges, in the medium to long
term, India has many positive factors in its favour to strengthen its
emergence as a global economic power.
Whilst, the demand for tinplate remained steady in India throughout the
year under review, however due to the depressed global tinplate prices
and the increase in input prices of hot rolled coils, tin mill black
plates and tin, profits were severely impacted.
PERFORMANCE
During the year under review your Company's operating scale increased
by 6% as compared to the previous year i.e. from approximately 227,000
tons to 241,000 tons. However, due to depressed global tinplate prices
and steep increase in input prices, the Company's EBITDA (Earnings
before Interest, Taxes, Depreciation and Amortisation) for the year
under review was significantly impacted. This has resulted in EBITDA
reduction from Rs 156 crores in FY 2009-10 to Rs. 98 crores in
FY2010-11.
Consequently the Profit After Tax during the year under review was
significantly lower at Rs 36 crores as compared to Rs. 67 crores in FY
2009-10.
Your Company, in order to lower production costs and improve
performance, is continuously upgrading its technology and process
development so as to come closer to the customers with a better product
mix, quality products and cost effective customised and differentiated
solutions for meeting customers varied packaging requirements. In
addition, for protecting and enhancing competitiveness your Company
undertakes various Operational Excellence Initiatives i.e. Total Plant
Maintenance, Total Operational Performance, Value Engineering, Quality
Circles, benchmarking and other initiatives.
EXPANSION PROJECT
There has been a delay in the completion and commissioning of the
Second Cold Rolling Mill project due to unforeseen difficulties faced
in setting up the facilities alongside the existing facilities and
problems faced during refurbishments. Some of the facilities have been
commissioned and rest are expected to be commissioned during 2011.
With the commissioning of the project, the Company would be able to
fully utilize the combined capacities of the two tinning lines.
SAFETY AND ENVIRONMENT
The Company believes that excellence in Safety has a direct impact on
performance. Your Company is focusing on improving Safety at the
workplace through increased leadership engagement and improved training
and communication. During the year there was one fatal accident outside
the Works and every effort is being taken by your Company to prevent
such unfortunate incidents.
Your Company has adopted the Tata Group Policy on Climate Change and is
focused on adherence to eco-friendly practices in its processes and
products to improve sustainability. Based on an audit study, actions
have been initiated to reduce carbon footprint through reduction in
energy, fuel and water consumption. Various initiatives such as natural
air ventilation systems, use of translucent sheets to provide natural
illumination during day time, use of energy efficient lights, solar
heating systems, use of VFD in various drives, use of renewable energy
like skylights and optimization of air conditioners run timings have
been undertaken to reduce energy consumption. Your Company is focusing
on ensuring a cleaner and sustainable environment through tree
plantation, increasing use of cleaner fuel and recycling of waste
water. To further improve controls an environmental laboratory has been
set up for liquid and air monitoring.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Company's Articles of Association, Mr. Anand Sen and Mr. Dipak
Banerjee, retire by rotation and are eligible for re- appointment.
Dr. Sougata Ray was appointed by the Board as an Additional Director of
the Company with effect from 4th May, 2011. In accordance with Article
90 of the Articles of Association of the Company and Section 260 of the
Companies Act, 1956, Dr. Ray will hold office up to the forthcoming
Annual General Meeting. Necessary notice in writing has been received
from a member under Section 257 of the Companies Act, 1956 signifying
his intention to propose the appointment of Dr Ray as a Director of the
Company.
Mr. Sujit Gupta resigned from the Board of Directors of the Company
with effect from 14th September 2010. The Directors would like to place
on record their sincere appreciation for the valuable guidance and
stewardship provided by Mr. Gupta during his tenure as a Director from
May 1986.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Details of conservation of energy, technology absorption and foreign
exchange earnings and outgo as per Section 217(1)(e) of the Companies
Act, 1956 (the Act) read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules 1988, are given in
Annexure 'l' to this Report.
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 217 (2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975, as amended, regarding employees is given in
Annexure II to this Report.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Management Discussion and Analysis, Corporate Governance
Report, Managing Director's and Auditors Certificate regarding
compliance of conditions of Corporate Governance are made part of this
Annual Report. A note on the Company's Corporate Social Responsibility
is also included.
AUDITORS
The Members are requested to appoint the Auditors and fix their
remuneration. Messrs Price Waterhouse, Chartered Accountants, the
retiring auditors have furnished a certificate of their eligibility for
re-appointment as required under the Act.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
based on the representations received from the Operating Management,
confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and that there are no material departures;
b) they have in the selection of the Accounting Policies, consulted the
Statutory Auditors and have applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for that period;
c) they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the of the Companies Act,
1956 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis.
ACKNOWLEDGEMENT
The Directors wish to convey their appreciation to all the employees of
the Company for their efforts and their contribution in the Company's
performance. Recognized Unions at Jamshedpur and Kolkata continue to
cooperate in an exemplary manner towards achieving the objectives of
your Company.
The Directors wish to express their sincere gratitude to all the
stakeholders, i.e. shareholders, customers, employees, suppliers,
bankers, financial institutions, Central and State Government agencies
and all other stakeholders for their support, and look forward to their
continued support in the future.
On behalf of the Board of Directors
Koushik Chatterjee
Chairman
Kolkata, 4th May, 2011
Mar 31, 2010
The Directors hereby present their Ninety-first Annual Report on the
business and operations of the Company and the Audited Financial
Accounts for the year ended 31st March 2010.
FINANCIAL RESULTS
FY 2009-10 FY 2008-09
Rupees Lakhs Rupees Lakhs
Net Sales/Income 78,000 66,029
Total Expenditure 64,676 55,496
Operating Profit 13,324 10,533
Add : Dividend and Other Income 2,302 1,049
Profit before Interest,
Depreciation and Taxes 15,626 11,582
Less :Interest 2,109 2,509
Profit before Depreciation and Taxes. 13,517 9,073
Less : Depreciation. 3,364 2,806
Profit before Taxes 10,153 6,267
Less: Provision for Taxation
Provision for Current Taxation. 1,780 703
Less : MAT Credit. 522 1258 703 -
Provision for Fringe Benefit Tax 2 63
Deferred Taxation 2,178 2,724
Profit after Taxes 6,715 3,480
Add : Balance brought forward
from previous year. 4,504 3,067
Balance 11,219 6,547
Which the Directors have appropriated
as under to :
(i) Proposed Dividend on Preference
Share 955 1,312
(ii) Proposed Dividend on Equity Share 1,079 360
(iii) Tax on Dividend 338 284
(iv) General Reserve 672 87
TOTAL 3,044 2,043
Leaving a balance to be carried forwad 8,175 4,504
On 20th January 2010, your Company completed 90 years since
incorporation. Your Company has been pioneering the production of
tinplate in India and is now the industry leader in India with a market
share of 35%. With strategic intent, over the last decade your Company
has consistently exported 25 - 30 % of its production. With the
commissioning of the second tinning line in October 2008, your Company
believes that it has become the largest tinplate making facility in SE
Asia & West Asia.
In order to promote and develop the business, your company has invested
in downstream value added products, has promoted tinplate as an
eco-friendly packaging medium across end use industries and engaged in
international industry research.
Your Company remains committed to excellence and sustainability.
GLOBAL ECONOMY
After witnessing slowdown in 2008-09 the global economy slowly regained
with the intervention of governments. The speed of recovery however,
remains significantly divergent. The projections for global outlook for
2010 generally point to recovery, led by emerging market economies,
especially those in Asia. However, concerns remain due to the sovereign
risks now emerging in some parts of Europe.
The demand for tinplate remained strong in India throughout the year
under review and internationally demand improved only in the second
half of the year. However, as the general business environment improved
in the second half, input costs increased and margins declined.
BUSINESS RESULTS
During the year under review there was a significant improvement in the
Companys operating performance as compared to the previous year. This
was due to higher production and sale of tinplate achieved as a result
of increasing production from the second tinning line which was
commissioned in October 2008 as also growth in demand in alignment with
the growth in the economy.
Consequent upon increase in scale of operations, your Companys Profit
before tax for the year was Rs. 10,153 lakhs as compared to Rs. 6,267
lakhs in the previous year. However input prices of Hot Rolled Coils,
Tin Mill Black Plate and Tin increased during the second half of the
year under review resulting in gradual reduction in margins.
DIVIDEND
The Board, for the year ended 31 st March, 2010, has recommended
Dividend as under:
i) Rs. 8.50 per Non Cumulative Optionally Convertible Preference Share
(OCPS) on 1,12,33,000 OCPSofRs.100each.
ii) Rs. 1.50 per Equity Share on 7,19,63,429 Equity Shares of Rs. 10
each.
The Dividend on OCPS and Equity Shares are subject to the approval of
the shareholders at the Annual General Meeting.
MODERNISATION & CAPACITY EXPANSION
The second tinning line which was commissioned in October 2008 achieved
a capacity utilisation level of 58% during the year under review - the
first complete year of its operation, as compared to about 27% during
the previous financial year. With the stabilisation of the new tinning
line, your Company is now able to offer wider tinplate and tin free
steel products in both coil and sheet form, both for domestic and
export markets.
As reported last year your Company is in the process of setting up a
second Cold Rolling Mill
(CRM-2) which is expected to be commissioned during FY 10-11. This will
ensure self sufficiency in providing the feedstock to fully utilise the
combined capacities of the two tinning lines.
FUNDING EXPANSION AND RIGHTS ISSUE
During the year under review, the Company made simultaneous but
unlinked issues of equity shares of Rs.10 each at a premium of Rs.35
per share and 3% Fully Convertible Debentures of Rs.100 each at par, on
a rights basis, aggregating Rs.374.32 crores. The issues were fully
subscribed and the securities were allotted on 12th October 2009. The
proceeds have been used for the purposes mentioned in the Letter of
Offer dated 3rd September 2009. The agreements for the loans, raised to
part-finance the expansion program, were signed in August 2009.
The Directors wish to thank the shareholders for supporting the Rights
Issue.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Management Discussion and Analysis, Corporate Governance
Report and Auditors Certificate regarding compliance of conditions of
Corporate Governance are made part of this Annual Report. A note on the
Companys corporate sustainability initiatives is also included.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Details of conservation of energy, technology absorption and foreign
exchange earnings and outgo as per Section 217(1)(e) of the Companys
Act 1956 (the Act) read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules 1988, are given in
Annexure I to this Report.
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 217 (2A) of
the Act, read with the Companies (Particulars of Employees) Rules,
1975, as amended, regarding employees is given in Annexure II to this
Report.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Act, the Directors wish to
certify:
a) That in the preparation of the annual accounts, the applicable
Accounting Standards have been followed along with proper explanations
relating to material departures.
b) That they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and the profit of the
Company for that period.
c) That they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Act. They confirm that
there are adequate systems and controls for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) That they have prepared the annual accounts on a going concern
basis.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Companys Articles of Association, Mr Koushk Chatterjee and Mr S P
Nagarkatte, retire by rotation and are eligible for re- appointment.
Mr B L Raina was appointed by the Board as an Additional Director of
the Company with effect from 28th October 2009. In accordance with
Article 90 of the Articles of Association of the Company and Section
260 of the Companies Act, 1956 Mr Raina will hold office upto the
forthcoming Annual General Meeting. Necessary notice in writing has
been received from a member under Section 257 of the Companies Act,
1956 signifying his intention to propose the appointment of Mr Raina as
a Director of the Company.
Mr B Muthuraman who was the Chairman of the Company resigned from the
Board with effect from the conclusion of the Board Meeting held on 14th
January 2010. The Directors would like to place on record their deep
and sincere appreciation for the outstanding leadership and significant
contribution made by Mr Muthuraman during his tenure as Director from
13th December 2001 and as Chairman from 28th July 2004.
Mr Koushik Chatterjee was appointed by the Board as the Chairman of the
Company with effect from the conclusion of the Board Meeting of the
Company held on 14th January 2010.
Mr T V Narendran was appointed by the Board as an Additional Director
of the Company with effect from 7th May 2010. In accordance with
Article 90 of the Articles of Association of the Company and Section
260 of the Companies Act, 1956 Mr Narendran will hold office upto the
forthcoming Annual General Meeting. Necessary notice in writing has
been received from a member under Section 257 of the Companies Act,
1957 signifying his intention to propose the appointment of Mr
Narendran as a Director of the Company.
AUDITORS
The Members are requested to appoint the Auditors and fix their
remuneration. Messrs Price Waterhouse, Chartered Accountants, the
retiring auditors have furnished a certificate of their eligibility for
re-appointment as required under the Act.
ACKNOWLEDGEMENT
The Directors wish to convey their appreciation to all the employees of
the Company for their personal efforts and their collective
contribution in improving the Companys performance. Recognized Unions
at Jamshedpur and Kolkata have co-operated in an exemplary manner
towards achieving the objectives of your Company.
The Directors wish to express their sincere gratitude to all the stake
holders, i.e. shareholders, customers, employees, suppliers, bankers,
financial institutions, Central and State Government agencies and all
other stakeholders for their support and look forward to their
continued support in the future.
On behalf of the Board of Directors
Koushik Chatterjee
Kolkata, 7th May, 2010 Chairman
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