tayo.co.in · management team (as on 21.04.2015) mr. k. shankar marar - mr. abhijit mitra - vice...

TAYO ROLLS LIMITEDA Enterprise

th47 ANNUAL REPORT 2014 -15

Management Team

(As on 21.04.2015)

Mr. K. Shankar Marar -

Mr. Abhijit Mitra - Vice President (Marketing)

Mr. B. K. Singh - Vice President (Operations)

Mr. P. D. Mundhra - Vice President (Engg.)

Dr. Sukumar Ray - General Manager (Technology)

Mr. N. P. Singh - General Manager (M & S)

Mr. Y. V. S. C. Choudhary - General Manager (Forge Business)

Mr. Suresh Padmanabhan - Dy. Chief Financial Officer

Mr. Prashant Kumar - Company Secretary & Compliance Officer

Managing Director

REGISTERED OFFICE Annex-2, General OfficeTata Steel Limited, Bistupur

Jamshedpur - 831 001,Jharkhand, India

BANKERS Bank of IndiaIDBI Bank Ltd

State Bank of IndiaHDFC Bank Ltd

Axis Bank Ltd

STATUTORY AUDITORS M/s Deloitte Haskins & Sells Chartered Accountants

COST AUDITORS M/s Shome & Banerjee Cost Accountants

SECRETARIAL AUDITORS M/s P. K. Singh & Associates Company Secretaries

REGISTRAR & TRANSFER AGENTS TSR Darashaw Limited6-10 Haji Moosa Patrawala Industrial Estate

20, Dr. E.Moses RoadMahalaxmi, Mumbai-400 011

INVESTORS' DEDICATED E-MAIL [email protected]

TAYO ROLLS

Forty-Seventh annual report 2014-15

CONTENTS

Chairman's Statement 2

Highlights 3

Notice 4

Directors' Report 16

Management Discussion and Analysis 29

Annexure to Directors' Report 31

Certification by CEO & Dy. CFO 41

Certificate on Corporate Governance 42

Corporate Governance Report 43

Auditors' Report 56

Annexure to Auditors' Report 58

Balance Sheet 60

Statement of Profit and Loss 61

Cash Flow Statement 62

Notes forming part of the Financial Statements 63

Financial Statistics 91

Annual General Meeting is on Thursday, August 20, 2015 at the Auditorium of Centre for Excellence, Jubilee Road, Bistupur, Jamshedpur 831 001 at 11.30 a.m. As a measure of economy, copies of the Annual Report will not be distributed at the Annual General Meeting. Shareholders are requested to kindly bring their copies to the meeting.

Tayo Rolls Limited visit us at : www.tayo.co.in

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Chairman's Statement

Dear Shareholders,

During the financial year 2014-15, the demand for rolls was not encouraging due to the below expected level of performance of Steel Industry as well as overall Indian economy. Cheap imports, and cost cutting measures adopted by the Steel Companies have put pressure on the Roll manufacturers. Lower off-take of products due to subdued demand coupled with internal quality issues and fragile cash position were major contributing factors for the adverse performance of the Company.

Despite the adverse business condition and losses during past several years, your Company has undertaken several capital expenditure and special repair schemes, with the help of Promoters. Your Company has successfully revamped and relined the Mini Blast Furnace which will significantly contribute to improve the quality as well as production of Pig Iron. Another commendable achievement is successful revamping of the Centrifugal Casting Machine and the Forging Press to improve quality of Cast and Forge Rolls to meet stringent quality specification of our customers. The complete automation of Forging Press has resulted in increased production of forged rolls and engineering forgings. In order to reduce production cost, Company has commissioned the Producer Gas Plant and implemented Rebox Oxyfuel® system in re-heating furnace. Use of MBF Gas in Ladle preheaters has also resulted in reduced fuel consumption.

Focus on the stabilization of Enhanced Carbide Roll, improvement in SG Core strength of Bi-metallic Rolls, Semi-HSS and HSS Rolls to fulfill the high end application in the Mill, Plate Mill Rolls with SG core and modified shell to improve Plate Mill Roll performance etc., are some of the initiatives taken during the year for the improved performance of the cast rolls.

I am grateful to our Promoter(s) for again extending their unstinted support by way of participating in the preferential allotment of shares to accelerate the improvement initiatives undertaken by your company. I take this opportunity to convey the gratitude and heartfelt thanks of entire “Tayo Family” to our Promoter(s) for their timely guidance and support in trying times. Your Management is putting all out efforts for implementing the strategies for turnaround.

I, on behalf of the Board would like to place on record the appreciation for the valuable contributions made by Mr. Osamu Nishimura, during his tenure as Promoter Director of the Company till February, 2015. I welcome Mr. Yoshikazu Miyasaka, as the new Promoter Director of the Company. I am sure that the long experience, commitment, and sound technical knowledge of Mr. Miyasaka will definitely help the company to achieve the targeted future growth for turnaround of the Company. I also welcome Mrs. Ramya Hariharan, as Independent Director on the Board. Mrs. Ramya Hariharan is a Company Secretary and Corporate Lawyer by profession. She specializes in mergers and acquisitions, general corporate advisory, projects banking and finance etc. Her appointment will assist ensuring highest degree of corporate governance compliance.

I would like to take this opportunity to express my sincere gratitude to our shareholders, customers, suppliers and other stakeholders, for their continued support and confidence in the Company and the Management. I would also like to thank all our employees, Tayo Workers Union and my colleagues on the Board for their valuable guidance, contribution and support. I would also like to thank our Bankers, Customers and Suppliers for giving unstinted support to the Company during these trying times.

Anand SenChairman

(DIN-00237914)

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HIGHLIGHTS

2014-15 2013-14 2012-13

OPERATIONAL

Production - Rolls Tonnes 7719 7750 8088

- Pig Iron Tonnes 17247 20382 25644

- Ingot Tonnes 3921 4608 5283

- Engineering Forging Tonnes 474 837 1248

Sales - Rolls Tonnes 7805 7610 8127

- Pig Iron Tonnes 12283 17115 23836

- Ingot Tonnes 1077 634 1371

- Engineering Forging Tonnes 472 827 1259

Capacity Utilisation - Rolls Percent 57 57 60

- Pig Iron Percent 43 51 64

- Ingot Percent 20 23 24

FINANCIAL

Turnover (Gross) Rs. lakhs 15756 16755 19644

Depreciation Rs. lakhs 1305 2256 1916

Profit Before Tax Rs. lakhs (6762) (7504) (3374)

Profit After Tax Rs. lakhs (6762) (7504) (3374)

Net Worth Per Share Rupees 50.62 55.55 44.39

Transfer to General Reserve Rs. lakhs - - -

Shareholder's Funds Rs. lakhs 5194 5700 4555

Capital Expenditure Rs. lakhs 2757 783 1135

Employee’s Cost Rs. lakhs 3865 3443 3291

Dividend Percent - -- --

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NOTICE

THE FORTY SEVENTH ANNUAL GENERAL MEETING OF TAYO ROLLS LIMITED will be held at the Centre for Excellence

Jubilee Road, Bistupur, Jamshedpur - 831001 on Thursday, August 20, 2015 at 11:30 a.m. to transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as on March 31, 2015 and the Audited Statement of Profit and Loss for the

year ended on that date together with reports of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Mr. V.S.N. Murty (DIN- 00092348), who retires by rotation and, being eligible, offers himself for re-

appointment.

3. To appoint Statutory Auditors and to fix their remuneration.

SPECIAL BUSINESS:

4. To appoint Mrs. Ramya Hariharan (DIN-06928511) as Director:

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED that Mrs. Ramya Hariharan (DIN- 06928511), who was appointed as an Additional Director of the Company with effect

from October 20, 2014 under section 161 of the Companies Act, 2013, and who holds office up to the date of forthcoming Annual

General Meeting of the Company and in respect of whom the Company has received a notice in writing from a member proposing her

candidature for the office of Director pursuant to Section 160 of the Companies Act, 2013, be and is hereby appointed as Director of

the Company.”

5. To appoint Mrs. Ramya Hariharan (DIN- 06928511) as an Independent Director:


“RESOLVED that pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, ('the Act') and the rules

made thereunder, read with Schedule IV to the Act, as amended from time to time, Mrs. Ramya Hariharan (DIN- 06928511), a Non-

Executive Director of the Company, who has submitted a declaration that she meets the criteria of independence as provided in

Section 149(6) of the Act, and who was appointed as Independent Director of the company with effect from October 20, 2014 be and

is hereby appointed as Independent Director of the company, for a period of five years with effect from October 20, 2014 up to

October 19, 2019.

RESOLVED further that, Mrs. Ramya Hariharan, being an Independent Director shall not be liable to retire by rotation.”

6. To appoint Mr. Yoshikazu Miyasaka (DIN-07125432) as Director:


“RESOLVED that Mr. Yoshikazu Miyasaka (DIN-07125432), who was appointed as an Additional Director of the Company with effect

from March 17, 2015 under section 161 of the Companies Act, 2013, and who holds office up to the date of forthcoming Annual

General Meeting of the Company and in respect of whom the Company has received a notice in writing from a member proposing his

candidature for the office of Director pursuant to Section 160 of the Companies Act, 2013, be and is hereby appointed as Director of

the Company.”

7. To ratify Material Related Party transactions for FY 2014-15:

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED that pursuant to the provisions of Section 188 of the Companies Act, 2013 read with rules made thereunder and

provisions of Listing Agreement with the Stock Exchange, approval be and is hereby given to ratify the contracts / arrangements for

purchasing and selling of goods and services etc. to the Related Parties (as detailed in the Explanatory Statement to the notice)

which were carried out in the ordinary course of business and which were also at arm’s length basis for a sum not exceeding

Rs. 24,163 lakhs for the financial year 2014-15.”

Auditorium,

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8. To approve Material Related Party transactions for FY 2015-16:

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED that pursuant to the provisions of Section 188 of the Companies Act, 2013 read with rules made thereunder and

provisions of Listing Agreement with the Stock Exchange, approval be and is hereby given for purchasing and selling of goods and

services etc. to the Related Parties (as detailed in the Explanatory Statement to the notice) as per the existing contracts /

arrangements which are in the ordinary course of business and also at arm’s length basis for a sum not exceeding Rs. 17,225 lakhs

for the financial year 2015-16.”

9. To ratify Cost Auditors’ remuneration:


“RESOLVED that pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the rules

made thereunder, as amended from time to time, the Company hereby ratifies the remuneration of Rs.1.00 Lakh (Rupees one lakh

only) plus out-of-pocket expenses payable to M/s. Shome & Banerjee, Cost Accountants (Firm Registration No: 000001), who are

appointed as Cost Auditors of the Company to conduct Cost Audits relating to such business of the Company as may be ordered by

the Central Government under the Act and the rules made thereunder for the year ending March 31, 2016.”

10. To contribute to Charitable and Other Funds:

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED that pursuant to Section 181 and other applicable provisions, if any, of the Companies Act, 2013, including any

modification(s) or re-enactment thereof, consent of the members be and is hereby accorded to the Board of Directors of the

Company (hereinafter referred to as ‘the Board’ which shall deem to include any committees thereof) to contribute to bonafide

charitable and other funds provided that the aggregate amount of contribution to such funds in a financial year shall not exceed the

limits as set out in section 181 or a sum of Rs 5.00 Lakhs (Rupees five lakhs only), whichever is higher.”

NOTES:

I) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND ON A

POLL, TO VOTE INSTEAD OF HIMSELF. A PROXY NEED NOT BE A MEMBER OF THE COMPANY. A PERSON CAN ACT AS

PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN

PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. PROVIDED THAT A MEMBER

HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY MAY APPOINT A SINGLE

PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS PROXY FOR ANY OTHER PERSON. THE PROXY FORM DULY

COMPLETED SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT

HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

II) The Register of Members and Share Transfer books of the Company will remain closed from Tuesday, August 4, 2015 to Saturday,

August 8, 2015 (both days inclusive).

III) As per Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, the cut off date for determining the

eligibility to vote by electronic means (e-voting) or in the Annual General Meeting would be Thursday, August 13, 2015

IV) The Share Capital of the Company is Rs. 3,500,000,000/- (Rupees three hundred fifty crores only) divided into 15,000,000

(One crore fifty lakhs) Equity Shares of Rs. 10/- (Rupees ten only ) each and 33,500,000 (three crores thirty five lakhs) Redeemable

Preference Shares of Rs. 100/- (Rupees one hundred only) each.

On March 23, 2012, the Company had issued 8,500,000 (eighty five lakhs) 8.50% Non-Cumulative Redeemable Preference Shares

of Rs. 100/- (Rupees one hundred only) each to its promoters (Tata Steel Limited & Yodogawa Steel Works Limited). Since the

company was not able to pay dividend for the financial years 2012-13 & 2013-14, as per provision of section 47 and other relevant

provisions of the Companies Act, 2013, and rules made thereunder, the preference shareholders shall have a right to vote on all the

resolutions placed before the Company, in the same proportion as the paid up capital in respect of equity shares bear to the paid up

capital in respect of preference shares. Therefore one preference share vote is equivalent to 10 equity shares vote. Accordingly, the

Preference Shareholders shall be entitled to vote on all resolutions placed before the meeting.

TAYO ROLLS


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V) As per the provisions of the Companies Act, 2013, facility for making nomination is available to the Shareholders in respect of the

shares held by them. Nomination forms can be obtained from the Registered Office or the Registrar & Transfer Agents by the

members holding shares in physical form. Members holding shares in electronic form may obtain Nomination forms from their

respective Depository Participants.

VI) Shareholders holding shares in the physical form are requested to notify/ send the following to TSR Darashaw Limited, the Registrar

& Transfer Agents to facilitate better services:

(i) Any change in their address/ mandate/ bank details and;

(ii) Particulars of the bank account in which they wish their dividend to be credited, in case they have not furnished it earlier.

VII) Members who still have their holdings in physical form are requested to convert them into dematerialized form (under ISIN No. INE895C01011).

VIII) Pursuant to Section 205A of the Companies Act, 1956, all unclaimed / unpaid dividends up to the financial year ended March 31st , 1996 have been transferred to the General Revenue Account of the Central Government. Shareholders, who have not yet encashed their dividend warrant(s) for the said period, are requested to forward their claims in prescribed Form II to The Companies Unpaid Dividend (Transfer to General Revenue Account of the Central Government) Rules, 1978 to

Office of the Registrar of Companies,Bihar & Jharkhand, Mourya Lok, 'A' Block (4th Floor),Dak Bungalow Road,Patna -800 001.

Consequent upon amendment to Section 205A of the Companies Act, 1956 and introduction of Section 205C by the Companies (Amendment) Act, 1999, the amount of dividend for the subsequent years remaining unpaid or unclaimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company shall be transferred to the Investors Education and Protection Fund (IEPF) set up by the Government of India and no payments shall be made in respect of any such claims by the IEPF.

Accordingly, the Company has transferred to the IEPF all unclaimed / unpaid dividends in respect of the financial years 1995-96 to 2006-07. Members who have not yet encashed their dividend warrant(s) for the financial years ended March 31st, 2008 onwards, are requested to make their claims to the Company accordingly, without any delay. It may be noted that the unclaimed dividend for the financial year 2007-08 is due for transfer to IEPF on September 7, 2015.

IX) SEBI vide its circular ref no. MRD/DoP/ Cir-05/2009 dated 20.05.2009 has clarified that for securities market transactions and off- market/ private transactions involving transfer of shares in physical form of listed companies, it shall be mandatory for the transferee(s) to furnish a copy of the PAN Card to the Company/ RTA for registration of such transfer of shares irrespective of the amount of such transaction.

All intended transferee(s) are, therefore, requested to furnish a self- certified copy of their PAN Card along with the relevant transfer deed for registration of transfer of shares. Please note that the shares lodged for transfer without self- certified copy of PAN Card of the transferee(s) shall be returned under objection.

X) Survivor(s) of the deceased shareholders are advised to forward their requests with full details and supporting documents to the Registrar & Transfer Agents of the Company, for early transmission of shares.

XI) Members desirous of any additional information as regards the Accounts are requested to write to the Company at an early date so as to enable the Management to keep the information ready at the meeting.

XII) In accordance with Section 20 of the Companies Act, 2013 read with Rule 35 of the Companies (Incorporation) Rules, 2014, the Annual Reports are sent by electronic mode to those members whose email-ids are registered with the Depository for communication purposes. The members holding shares in physical form and who have not registered their email –ids are requested to register the same with TSR Darashaw Limited, the Registrar and Transfer Agents of the Company.

XIII) As a matter of good Corporate Governance practice, the Company is extending Postal Ballot facility to all its members, even if they have registered their e-mail ids’ for e-voting option.

XIV) Process for members opting for remote e-voting:

For shareholders who wish to cast their votes electronically instead of dispatching Postal Ballot Form, the procedure and instructions are as follows:

TAYO ROLLS


a. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and

Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and

Clause 35B of the Listing Agreement, the Company is pleased to provide members facility to exercise their right to vote on

resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic means and the business may be

transacted through e-Voting services. The facility of casting the votes by the members using an electronic voting system from

a place other than venue of the AGM (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).

b. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who

have not cast their vote by remote e-voting and / or Postal Ballot shall be able to exercise their right at the meeting through

ballot paper.

c. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled

to cast their vote again.

d. The remote e-voting period commences on Monday, August 17, 2015 at 9:00 a.m. and ends on Wednesday, August 19, 2015

at 5:00 p.m. During this period members’ of the Company, holding shares either in physical form or in dematerialized form, as

on the cut-off date of Thursday, August 13, 2015, may cast their vote by remote e-voting. The remote e-voting module shall be

disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed

to change it subsequently.

e. The process and manner for remote e-voting are as under:

(A). In case a Member receives an email from NSDL [for members whose email IDs are registered with the

Company / Depository Participants] :

(i) Open email and open PDF file viz: “remote e-voting.pdf” with your Client ID or Folio No. as password. The said

PDF file contains your user ID and password / PIN for remote e-voting. Please note that the password is an initial

password.

(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

(iii) Click on Shareholder - Login

(iv) Put user ID and password as initial password/PIN noted in step (i) above. Click Login.

(v) Password change menu appears. Change the password / PIN with new password of your choice with minimum 8

digits / characters or combination thereof. Note new password. It is strongly recommended not to share your

password with any other person and take utmost care to keep your password confidential.

(vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

(vii) Select “EVEN” of “TAYO ROLLS LIMITED”

(viii) Now you are ready for remote e-voting as "Cast Vote" page opens.

(ix) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

(x) Upon confirmation, the message “Vote cast successfully” will be displayed.

(xi) Once you have voted on the resolution, you will not be allowed to modify your vote.

(xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy

(PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen

signature of the duly authorized signatory/s who are authorized to vote, to the Scrutinizer through e-mail to

[email protected] with a copy marked to [email protected]

(B.) In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with

the Company/Depository Participants or requesting physical copy] :

(i) Initial password is provided as below / at the bottom of the postal ballot form for the AGM:

EVEN (Remote E-Voting Event Number)

USER ID PASSWORD/PIN

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(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

f. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for

Members available at the downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

g. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password / PIN for casting

your vote.

h. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future

communication(s).

i. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off

date of Thursday, August 13, 2015.

j. Any person, who acquires shares of the Company and becomes member of the Company after dispatch of the notice and holding

shares as of the cut-off date i.e. Thursday, August 13, 2015 may obtain the login ID and password by sending a request at

[email protected] or TSR Darashaw Limited.

However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for

casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details / Password” option

available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

k. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote

again at the AGM.

l. A person, whose name is recorded in the Register of Members or in the register of beneficial owners maintained by the Depositories

as on the cut-off date i.e. Thursday, August 13, 2015 only shall be entitled to avail the facility of remote e-voting as well as voting at the

AGM through ballot paper.

m. Mr. Pramod Kumar Singh, Practicing Company Secretary (Membership No. F5878) has been appointed as the Scrutinizer for

conducting remote e-voting, postal ballot voting and poll (if required) in a fair and transparent manner.

n. The Chairman shall, at the AGM at the end of discussion on the resolutions on which voting is to be held, allow voting with the

assistance of scrutinizer, by use of “Ballot Paper” for all those members who are present at the AGM but have not cast their votes by

availing the remote e-voting facility.

o. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter

unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and

shall make, not later than three days of the conclusion of the AGM, i.e. on or before August 22, 2015 a consolidated scrutinizer’s

report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall

countersign the same and declare the result of the voting forthwith.

p. The results declared along with the report of the Scrutinizer will be placed on the website of the Company www.tayo.co.in and sent

to NSDL immediately after the declaration of results by the Chairman or a person authorized by him in writing. The results shall also

be immediately forwarded to the BSE Limited, Mumbai.

Kolkata April 21, 2015

Registered Office:Annex – 2, General Office Tata Steel Limited, Bistupur,Jamshedpur- 831 001

By Order of the Board of Directors

Prashant KumarCompany Secretary & Compliance Officer

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ANNEXURE TO NOTICEExplanatory Statements pursuant to Section 102 of the Companies Act, 2013

As required under Section 102 of the Companies Act, 2013 (hereinafter referred to as ‘the Act’) the following Explanatory Statements set out all material facts relating to the special business mentioned in Item Nos.4 to 10.

Item Nos. 4 & 5:

The Nomination and Remuneration Committee at their meeting held on October 20, 2014, considered the proposal for appointment of Mrs. Ramya Hariharan (DIN- 06928511), as an Additional Director. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors have appointed Mrs. Ramya Hariharan, as an Additional Director with effect from October 20, 2014. In accordance with the provisions of Section 161 of the Companies Act, 2013, read with Article 133 of the Articles of Association of the Company, Mrs. Ramya Hariharan will hold office only till the date of forthcoming Annual General Meeting, but is eligible for appointment as Director under Section 160 of the Companies Act, 2013. A notice has been received in writing from a member proposing her candidature for the office of Director pursuant to Section 160 of the Companies Act, 2013.

As per the provisions of Section 149 of the Companies Act, 2013, an Independent Director shall hold office for a term of five consecutive years on the Board of a company and is not liable to retire by rotation. Mrs. Ramya Hariharan has given a declaration to the Board that she meets the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

The matter regarding appointment of Mrs. Ramya Hariharan as Independent Director was placed before the Nomination and Remuneration Committee and the Board, which commended her appointment as an Independent Director.

Mrs. Ramya Hariharan is a Company Secretary and Corporate Lawyer by profession. She specializes in mergers and acquisition, general corporate advisory, projects, banking and finance. She has worked closely with the Government of West Bengal in several transactions and advised on several “Public-Private Partnership” projects including integrated township projects, water projects, etc.

Mrs. Ramya Hariharan has graduated as lawyer in 2002 and after a stint in litigation and intellectual property practice, moved on to Amarchand Mangaldas to practice Corporate Law. In June 2009, she quit Amarchand Mangaldas to co-found Argus Partners. Argus Partners merged with Udwadia and Udeshi to constitute Udwadia Udeshi and Argus Partners (“UUArgus”). Mrs. Ramya Hariharan was the partner in charge of the Kolkata office of UUArgus till August 31, 2014. Then she moved out of UUArgus and set up her own firm “Citadel Law Chambers”.

Mrs. Hariharan is an active speaker at the ICSI and has delivered lectures at various forums including Assocham and VC Circle seminars. She is also on the Board of various listed companies.

In the opinion of the Board, Mrs. Ramya Hariharan fulfills the conditions specified in the Act and the rules made thereunder for appointment as Independent Director and she is independent of the management.

In compliance with the provisions of Section 149 read with schedule IV of the Act, the appointment of Mrs. Ramya Hariharan as Independent Director is now being placed before the Members in General Meeting for their approval.

The terms and conditions of appointment of Independent Director shall be open for inspection by the members at the Registered Office during normal business hours on any working day of the Company.

The Directors commend the resolution at Item Nos. 4 & 5 for approval of the members.

Mrs. Ramya Hariharan is interested and concerned in the Resolutions mentioned in Item Nos. 4 & 5 of the Notice. Other than Mrs. Ramya Hariharan, no other Director, Key Managerial Personnel or their respective relatives are concerned or interested in Resolutions mentioned in Item Nos. 4 & 5 of the Notice.

Item No. 6:

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors have appointed Mr. Yoshikazu Miyasaka (DIN-07125432) as an Additional Director with effect from March 17, 2015. In accordance with the provisions of Section 161 of the Companies Act, 2013, read with Article 133 of the Articles of Association of the Company, Mr. Yoshikazu Miyasaka will hold office only till the date of forthcoming Annual General Meeting, but is eligible for appointment as Director under Section 160 of the Companies Act, 2013. A notice has been received in writing from a Member proposing his candidature for the office of Director pursuant to Section 160 of the Companies Act, 2013.

Mr. Yoshikazu Miyasaka a Graduate from Postgraduate School (Metallurgical Engineering) in 1989, joined Yodogawa Steel Works Ltd. as “In-Charge” of Heat Treatment and new construction of CPC facility project. Thereafter he has headed various departments including R&D and Technical support, etc. Currently Mr. Miyasaka is Group Leader of Producing Group, Roll Department.

The Directors commend the Resolution at Item No. 6 for approval of the members.

Mr. Yoshikazu Miyasaka is interested and concerned in the Resolution mentioned in Item No. 6 of the Notice. Other than Mr. Yoshikazu Miyasaka, no other Director, Key Managerial Personnel or their respective relatives are concerned or interested in Resolution mentioned in Item No. 6 of the Notice.

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Item No. 7:

According to Clause 49 VII (E) of the Listing Agreement with Stock Exchange, effective from October 1, 2014, all material related party

transactions require approval of the Shareholders through Special Resolution. Clause 49 VII (C) provides that transaction with a related

party shall be considered as material if the transaction / transactions to be entered into individually or taken together with previous

transactions during the financial year exceeds 10 % of the annual consolidated turnover of the Company as per last audited financial

statements of the Company. Accordingly, the turnover for FY 2013-14 was approx. Rs.16,755 lakhs and 10% of which is equal to Rupees

1,676 lakhs.

Further as per SEBI’s Circular No. CIR/CFD/POLICY CELL/2/2014 dated April 17, 2014, all material related party contracts or

arrangements as on date of that circular which are likely to continue beyond March 31, 2015, shall be placed for approval of the

shareholders in the first General Meeting subsequent to October 1, 2014. This being the first General Meeting subsequent to the

applicability of the provisions of the aforesaid circular, approval of the Shareholders is sought by way of Special Resolution to ratify all those

material related party transactions which were in existence on the date of the aforesaid circular and which are likely to be continued beyond

March 31, 2015. All these transactions have prior approval of the Audit Committee.

The list of Related Party transactions for the year 2014-15 is as follows:

Sl. No. Description Details

a. Name of related party Tata Steel Limited

b. Name of the Director or Key Managerial NonePerson who is related, if any

c. Nature of relationship Tata Steel Ltd is a holding Company having 54.45% shares inthe paid-up capital of the Company.

d. Nature, material terms, monetary value and Purchase of Material:

particulars of the contract or arrangement ØPurchase of Scrap, Steel Material and Pig Iron for InternalConsumption etc.

ØValue – Rs. 1,806 Lakhs.

ØScrap required was purchased as per technical specificationbased on production requirements.

ØThe price is determined through auction mechanism.

Services Availed:

ØAvailing services towards Security / Township / Medical and Power, etc.

ØValue – Rs. 494 Lakhs

ØCharges are consistently applied for all group companies.

ØTata Steel is the only reliable and quality service provider in the area for the above services.

Sale of Products:

ØSupply and Sale of Rolls manufactured by the Company.

ØValue – Rs. 3,080 Lakhs

ØPrices are determined based on estimation of variable costplus contribution depending on grades, size and metallurgical properties.

Services Rendered:

ØServices for machining

ØValue – Rs. 89 lakhs.

ØPrice is determined based on estimation of variable costplus contribution.

ØPrices are negotiated with customers and orders are finalizedbased on market forces.

ØCost estimation is vetted & certified by technical experts.

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Conversion Charges:

ØConversion of Iron Ore, Coke and Lime Stone, supplied by Tata Steel to Tayo for conversion to Pig Iron under conversion agreement.


ØThe conversion, consignment and marketing agency chargesare designed to ensure Tayo to recover its cost plus mark up.

Issue of Preference Shares:

Ø8.50% Non-Cumulative Redeemable Preference Shares

ØValue: 1,50,00,000 Non- Cumulative Redeemable PreferenceShares of Rs. 100/- each amounting to a total value ofRs. 150,00,00,000

ØJunior to all unsubordinated creditors, paripassu with anyfurther issuance of Preference shares, senior only toordinary share capital and any other securities at par withordinary share capital of the issuer.

ØIssuer shall redeem the preference shares together with allarrears of dividend, if any, in three equal instalments at theend of 8 years from the date of issue.

ØIssuer can use the proceeds for meeting its normal capitalexpenditure and meeting working capital requirements.

ØDividend @ 8.50% p.a. payable annually on the first day ofApril in each year.

ØIssuer shall not redeem the Preference shares in full or inpart before the due date provided that the company mayexercise its call option by giving 30 days clear notice inwriting to the subscribers on the expiry of 36 months fromthe date of allotment thereof.

ØThese Preference shares are not listed on any stock exchange.

e. Any other information relevant or important for the members to take decision on the resolution Nil


a. Name of related party JUSCO Limited

b. Name of the Director or Key Managerial Person Nonewho is related, if any

c. Nature of relationship JUSCO Ltd is a 100% subsidiary of Tata Steel Limited.

d. Nature, material terms, monetary value and ØAvailing Power from JUSCO

particulars of the contract or arrangement ØValue – Rs. 1,540 Lakhs

ØCompany has entered into a power agreement for takingsupply at Contract Demand of 17,000 KVA.

ØJUSCO charges at rates as finalised by JSERC.

e. Any other information relevant or important for Quality of power supplied by JUSCO is better and cheaper than the members to take decision on the resolution. the JSEB.

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According to the provisions of Section 188 of the Companies Act, 2013 read with Explanation (ii) of Clause 49 (VII) (E) of the Listing Agreement with Stock Exchange, all entities falling under the definition of “Related Party” under Section 2(76) of the Companies Act, 2013 shall abstain from voting on Resolution mentioned at Item No. 7 of the Notice.


None of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned or interested in Resolution mentioned in Item No. 7 of the Notice.

Item No. 8:

As per the requirements of Clause 49 VII (E) of the Listing Agreement with Stock Exchange effective from October 1, 2014, all material related party transactions require approval of the Shareholders through Special Resolution. Clause 49 VII (C) provides that transaction with a related party shall be considered as material if the transaction / transactions to be entered into individually or taken together with previous transactions during the financial year exceeds 10 % of the annual consolidated turnover of the Company as per last audited financial statements of the Company. Accordingly, the turnover of the Company for FY 2014-15 is approx. Rs.15,756 lakhs and 10% of which is equal to 1,576 lakhs.

The expected transactions during FY 2015-16 with the following related parties are likely to be more than 10% of the consolidated turnover of the Company for the FY 2014-15. Hence, it is proposed to secure approval of the Shareholders by way of Special Resolution.

Sl.No. Description Details

a. Name of related party Tata Steel Limited


c. Nature of relationship Tata Steel Ltd is a holding Company having 54.45% shares inthe paid-up capital of the Company.

d. Nature, material terms, monetary value and Purchase of Material:

particulars of the contract or arrangement ØPurchase of Scrap, Steel Material and Pig Iron for InternalConsumption etc.

ØValue – Rs. 4,100 Lakhs.

ØScrap required was purchased as per technical specificationbased on production requirements.

ØThe price is determined through auction mechanism.

Services Availed:

ØAvailing services towards Security / Township / Medical andPower, etc.

ØValue – Rs. 775 Lakhs

ØCharges are consistently applied for all group companies.

ØTata Steel is the only reliable and quality service provider in the area for the above services.

Sale of Products:

ØSupply and Sale of Rolls manufactured by the Company.


ØPrices are determined based on estimation of variable costplus contribution depending on grades, size and metallurgicalproperties.

Services Rendered:

ØServices for machining

ØValue – Rs. 250 lakhs.

ØPrice is determined based on estimation of variable costplus contribution.

ØPrices are negotiated with customers and orders are finalized based on market forces.

ØCost estimation is vetted & certified by technical experts.

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TAYO ROLLS


Conversion Charges:

ØConversion of Iron Ore, Coke and Lime Stone, supplied by

Tata Steel to Tayo for conversion to Pig Iron under conversion

agreement.


ØThe conversion, consignment and marketing agency charges

are designed to ensure Tayo to recover its cost plus mark up.

Issue of Preference Shares:

Ø8.50% Non-Cumulative Redeemable Preference Shares

ØValue: 16,00,000 Non- Cumulative Redeemable Preference

Shares of Rs. 100/- each amounting to a total value of

Rs.16,00,00,000

ØJunior to all unsubordinated creditors, paripassu with any

further issuance of Preference shares, senior only to ordinary

share capital and any other securities at par with ordinary

share capital of the issuer.

ØIssuer shall redeem the preference shares together with all

arrears of dividend, if any, in three equal instalments at the

end of 8 years from the date of issue.

ØIssuer can use the proceeds for meeting its normal capital

expenditure and meeting working capital requirements.

ØDividend @ 8.50% p.a. payable annually on the first day of

April in each year.

ØIssuer shall not redeem the Preference shares in full or in

part before the due date provided that the company may

exercise its call option by giving 30 days clear notice in

writing to the subscribers on the expiry of 36 months from

the date of allotment thereof.

ØThese Preference shares are not listed on any stock

exchange.

e. Any other information relevant or important for the members to take decision on the resolution Nil


a. Name of related party JUSCO Limited.


c. Nature of relationship JUSCO Ltd is a 100% subsidiary of Tata Steel Limited.

d. Nature, material terms, monetary value and ØAvailing Power from JUSCO.particulars of the contract or arrangement ØValue – Rs. 2,000 Lakhs.

ØCompany has entered into a power agreement for takingsupply at Contract Demand of 17,000 KVA.

ØJUSCO charges at rates as finalised by JSERC.

e. Any other information relevant or important for Quality of power supplied by JUSCO is better and cheaper thanthe members to take decision on the resolution the JSEB.

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Registered Office:Annex – 2, General Office,Tata Steel Limited, Bistupur, Jamshedpur- 831 001


Prashant Kumar

Company Secretary & Compliance Officer

According to the provisions of Section 188 of the Companies Act, 2013 read with Explanation (ii) of Clause 49 (VII) (E) of the Listing Agreement with Stock Exchange all entities falling under the definition of “Related Party” under Section 2(76) of the Companies Act, 2013 shall abstain from voting on Resolution mentioned at Item No. 8 of the Notice.


None of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned or interested in Resolution mentioned in Item No. 8 of the Notice.

Item No. 9:

The Company is directed, under Section 148 of the Companies Act, 2013 to have the audit of its cost records conducted by a Cost Accountant in practice. The Board of your Company has, on the recommendation of the Audit Committee, approved the appointment of M/s. Shome & Banerjee, Cost Accountants (Firm Registration No: 000001) as the Cost Auditors of the Company to conduct Cost Audits relating to such businesses of the Company as may be ordered by the Central Government under the Act and the rules made thereunder for the year ending March 31, 2016, at a remuneration of Rs.1.00 lakh (Rupees one lakh only) plus out-of-pocket expenses.

M/s. Shome & Banerjee, Cost Accountants, have furnished a certificate regarding their eligibility for appointment as Cost Auditors of the Company.

M/s. Shome & Banerjee, Cost Accountants, have vast experience in the field of cost audit, and have been conducting audit of the cost records of the Company for the past several years.

The Board has approved the remuneration of Rs. 1.00 lakh (Rupees one lakh only) plus out-of-pocket expenses to M/s. Shome & Banerjee as the Cost Auditors and the ratification of the shareholders is sought for the same by an Ordinary Resolution at Item No. 9.

The Directors commend the Resolution at item No. 9 for approval of the members.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives are concerned or interested in the Resolution mentioned at Item No. 9 of the Notice.

Item No. 10:

As a Tata Group Co., Tayo has always believed in the philosophy of inclusive growth as well as in CSR activities. The CSR function encompasses several programmes which mainly cover the following areas:

Education and Literacy, Employability Training, Health, Employment and livelihood opportunities, Support to activities organized by sports and professional bodies, Environment protection and climate change, training to promote rural sports, contribution to the Prime Minister’s National Relief Fund or any other fund, Slum Area Development etc.

As per the section 181 of the Companies Act, 2013, the Company may contribute to any charitable or other funds upto 5% of its average net profit without shareholders approval. Any contribution beyond 5% requires approval of shareholders. Since, the Company has been incurring loss from financial year 2008-09, provisions of section 181 of the Companies Act, 2013 prohibits the Company from contributing any amount towards charitable and other funds. Therefore approval of the members is sought by way of Ordinary resolution to authorize Board of Directors to contribute 5% of the net profit or Rs. 5.00 lakhs (Rupees five lakhs only) whichever is higher to the charitable and other funds.


None of the Directors and Key Managerial Personnel and their respective relatives are concerned or interested in the Resolution mentioned at Item No. 10 of the Notice.

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Details of Directors seeking appointment / re-appointmentin the forthcoming Annual General Meeting

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange

Name of Director Mr. V. S. N. Murty

DIN 00092348

Date of birth 15.04.1951

Date of appointment 25.04.2013

Expertise in specific functional areas Finance & Accounts

Qualifications B.Com., Chartered Accountant

Directorship held in other Public Companies(excluding Industrial Energy LimitedForeign Companies) as on March 31, 2015 TRL Krosaki Refractories Limited

(Formerly Tata Refractories Ltd)Jamipol LimitedTata Steel Odisha Limited

Chairmanship / Membership of committees of other Public Industrial Energy Limited – Audit Committee, MemberCompanies (includes only Audit Committee and Stakeholders TRL Krosaki Refractories Limited - Audit Committee, Relationship Committee) as on March 31, 2015 Chairman

Jamipol Limited - Audit Committee, Member

Shareholding in the Company as on March 31, 2015 NILCategory Promoter, Non- Independent, Non-Executive Director

Name of Director Mrs. Ramya Hariharan

DIN 06928511



Expertise in specific functional areas Legal, Finance & Accountancy

Qualifications Company Secretary, LLB

Directorship held in other Public Companies (excluding AI Champdany Industries LimitedForeign Companies) as on March 31, 2015 Smifs Capital Markets Limited

Visa Resources India LimitedVisa Urban Infrastructure LimitedVisa Energy Ventures Limited

Chairmanship / Membership of committees of other Public Smifs Capital Markets Limited – Audit Committee –MemberCompanies (includes only Audit Committee and Stakeholders Smifs Capital Markets Limited – Stakeholders Relationship Relationship Committee) as on March 31, 2015 Committee - MemberShareholding in the Company as on March 31, 2015 NIL

Category Independent, Non-Executive Director

Name of Director Mr. Yoshikazu Miyasaka

DIN 07125432



Expertise in specific functional areas Production and General Management

Qualifications Graduate from postgraduate school (Metallurgical Engineering)

Directorship held in other Public Companies (excluding NILForeign Companies) as on March 31, 2015

Chairmanship/Membership of committees of other Public NILCompanies (includes only Audit Committee and Stakeholders Relationship Committee) as on March 31, 2015

Shareholding in the Company as on March 31, 2015 NIL

Category Promoter, Non-Independent, Non- Executive Director


Registered Office:Annex – 2, General OfficeTata Steel Limited, Bistupur, Jamshedpur- 831 001


Prashant Kumar

Company Secretary & Compliance Officer

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16

Directors' Report

To the Members,

The Directors present the Forty-Seventh Annual Report on the business and operations of your Company along with the financial statements for the year ended March 31, 2015

1. FINANCIAL RESULTS:

Current YearRupees Lakhs Rupees Lakhs

a) Profit/(Loss) before Depreciation, tax and exceptional Items (4663) (3334)

b) Deduct: Depreciation 1305 2256

c) Profit/ (Loss) before tax and exceptional items (5968) (5590)

d) Add: (Deduct) exceptional items (794) (1914)

e) Profit / (Loss) before tax (6762) (7504)

f) Tax: ---- ----

g) Profit/ (Loss) after tax (6762) (7504)

h) Transfer to Reserve -------- --------

i) Loss carried to Balance Sheet (6762) (7504)

Particulars Previous Year

2. DIVIDEND:

The Directors have decided not to recommend any dividend for the year ended March 31, 2015 due to loss.

3. INCREASE IN AUTHORIZED SHARE CAPITAL:

During the financial year 2014-15, the authorized share capital of your Company was increased from Rs. 200,00,00,000/- (Rupees two hundred crores only) to Rs. 350,00,00,000/- (Rupees three hundred fifty crores only) by creation of additional 1,50,00,000 (one crore fifty lakhs only) Redeemable Preference Shares of Rs. 100/- (Rupees one hundred only) each. Consequently, the authorized share capital of the Company comprises of Equity Shares of Rs.15,00,00,000/- (Rupees fifteen crores only) divided into 1,50,00,000 (one crore fifty lakhs only) Equity Shares of Rs. 10/- (Rupees Ten only) each and Redeemable Preference Shares of Rs. 3,35,00,00,000/- (Rupees three hundred thirty five crores only) divided into 3,35,00,000 (three crores thirty five lakhs only) Redeemable Preference Shares of Rs. 100/- (Rupees one hundred only) each.

Allotment of part of these additional Redeemable Preference Shares has been done in tranches to the promoter(s) of the Company on preferential basis. These Non-cumulative Redeemable Preference shares are not listed on any Stock Exchange.

4. PREFERENTIAL ALLOTMENT OF REDEEMABLE PREFERENCE SHARES:

Pursuant to the Shareholders approval, 63,00,000 (sixty three lakhs only) 8.50% Non-cumulative Redeemable Preference Shares of Rs. 100/- (Rupees one hundred only) each has been allotted toTata Steel Limited on preferential basis. After allotment of these Non-cumulative Redeemable Preference Shares, the paid up share capital of the Company is Rs. 2,45,26,09,350/- (Rupees two hundred forty five crores twenty six lakhs nine thousand three hundred fifty only).

5. OPERATION AND SALES:

(i) During the year under review, the Company’s turnover was Rs. 157.56 crores as against Rs. 167.55 crores in the previous year. The production and sales of rolls were 7719 tons and 7805 tons, respectively as against the production and sale of 7750 tons and 7624 tons, respectively in the previous year. This includes the sale of forged rolls of 908 tons against 912 tons in the previous year.

(ii) During the year under review, the production and sales of pig iron were 17247 tons and 12283 tons respectively, as against 20382 tons and 17115 tons in the previous year.

(iii) During the year under review, the Company has incurred a net loss of Rs. 67.62 crores as against the net loss of Rs. 75.04 crores in the previous year.

(iv) During the year under review, the export of cast rolls was 879 tons as compared to 1437 tons in the previous year, equivalent to Rs. 12.02 crores as compared to Rs. 20.97 crores in the previous year.

TAYO ROLLS


17

6. FINANCIAL AND WORKING CAPITAL MANAGEMENT:

(i) The liquidity position of the Company was fragile during the year due to lower off-take and order booking. The ramping of the forging business and quality improvement in Cast Rolls business has progressed during the year and the management is hopeful of achieving the planned level of production during the coming financial year.

(ii) During the year under review, CRISIL has given BB-stable rating (downgraded from BB+) for term loan and A4+ for short term

borrowing.

7. FIXED DEPOSITS:

The Company has stopped accepting / renewing the fixed deposits. Matured deposits have been repaid when claimed by the

depositors together with interest accrued upto the date of maturity. As per the Companies Act, 2013, all the existing deposits must be

repaid either on the date of maturity or within one year from the date of applicability of Companies Act, 2013, whichever is earlier.

Accordingly, the Company has fully repaid its existing deposits, together with interest thereon upto the date of repayment, on or

before March 31, 2015. All unclaimed deposits along with interest accrued upto the date of maturity have been deposited, as and

when they became due, with the Investors Education and Protection Fund (IEPF).

8. TECHNOLOGY AND GROWTH:

8(i) TECHNOLOGY:

8(i)(a) Cast Roll:

During the year, your Company has focused primarily on the stabilization of Enhance Carbide (TS) Roll for CSP (Compact Strip

Profile) mills. Improvement in SG Core strength of Bi-metallic Rolls to fulfill high end application in mill to improve Plate mill Roll

performance.

Modified SNG (Type-1) & SNG (Type-5) Rolls supplied to TSL and modified Enhance Carbide Rolls supplied to TSCR are giving

higher performance in HSM & TSCR. Heat treated SG Rolls are giving double roll life & similar grade roll order is also expected from

roughing stands. Improved version of SNG grade (Type-5) & (Type-2), Heat treated SG Roll for Indigenous and export long product

mills for Roughing stand, Adamite Edger Rolls of increased hardness and SG Sleeves for MLSM mill were supplied for improvement

in roll performance. Efforts have also been made for achieving high hardness on ICDP Rolls, to achieve better resistant property and

roll life. Heat treatment process modification has been done to improve performance of Hi-Cr (Iron) &Hi-Cr (Steel) Rolls in the mills.

During the year, your Company engaged deeply with Yodogawa Steel Works Ltd., Japan to improve the quality performance of Cast Rolls.

Methoding and process improvement have resulted in quality improvement of Static Cast Rolls. Graphitic Cast Steel has been

developed. This will fulfill the latest requirement of long product and hot strip mill as an Edger, RUBM & MLSM mill Rolls against

conventional Adamite Roll. Manufacturing of HSS Rolls is in progress by effecting process changes. Revamping of CCM to control

vibration has given encouraging results with low level of vibration and helping in achieving better roll properties. SG Sleeves were

cast through CCM route with high yield and lower cost.

Your Company has bagged orders for new generation rolls like ‘Graphitic Cast Steel’, Edger Rolls of high hardness, Plate mill roll with

SG core and Hi-Cr.(Steel) Roll orders.

Several initiatives have been taken to reduce energy cost and other fixed cost through the Kar Vijay Har Shikhar initiatives.Changing

of power source has also led to reduce power cost and increased reliability.

8(i)(b) New Business:

During the year, your Company had primarily focused on revamping the Press to improve forging productivity.

Being the only integrated forged roll manufacturer, your Company has framed out action plan to achieve next level of cleanliness in

forged products which will give edge over competitors in terms of performance and thereby enable your Company to capture more

markets.

Implementation of unique specialized cryogenic treatment of forged work rolls has given significant improvement in hardness on the

surface as well as at depth. Deep analysis and experiments have resulted in better microstructure in the Forged Rolls.

Your Company was deeply engaged with Sheffield Forgemasters International Limited to achieve next level of quality in Forged Rolls.

TAYO ROLLS


8(ii) GROWTH:

8(ii)(a) Cast Roll:

During the year, your Company could not show promising volume due to several reasons. However, revamping of Foundry & Melting furnace equipment has improved the reliability of equipment & infrastructure.

Installing a new spectrometer with additional channels of different elements analysis and Nitrogen gas analysis from same equipment has helped to meet the demand of constituent’s elements of new product like HSS, Ingot etc. The usage of Rigaku X-ray analyzer equipment for measuring compressive stress on high grade of rolls and thereby correlation of stress value vis-a-vis hardness achieved by selecting right tempering temperature has led to quality improvement of Hi-Cr (Iron) & Hi-Cr (Steel) grade Rolls. Further, change in certain machining practices and finishing have given better results.

8(ii)(b)New Business

In Forge Roll, Tayo’s prime focus was on making inclusion free ingots, restricting minimum forging temperature, adopting modified post forge heat treatment cycle and rescheduling forged rolls for cryogenic treatment along with capacity utilization of existing resources for production ramp up. Stabilization of induction hardening parameters for non-standard grades is planned for better endresult. Your Company has taken initiatives for new product development for growth of this business.

9. TOTAL QUALITY MANAGEMENT:

(i) Your Company had participated in the “Tata Innovista 2015”, which is a platform within the Group to showcase innovative edges and initiatives.

(ii) An experienced team of Assessors from various Tata Group companies and mentored by a senior executive of the Group, facilitated by Tata Quality Management Services (TQMS), conducted an External Assessment at Tayo as per the TATA Business Excellence Model (TBEM). The Indian Register Quality Systems conducted Recertification Audit from 24th to 26th June,2014 for ISO 9001:2008 Quality Management System, ISO14001:2004 Environmental Management System and OHSAS 18001:2007 Occupational Health and Safety Management System, and your Company was successful in this audit.

(iii) There were various initiatives to improve quality with special task forces and groups within the organization and your Company has been working on stabilizing manufacture of certain high end grades of Rolls. The support of the technical expert from Yodogawa Steel Works Ltd., Japan in this regard is worth mentioning. The active and deep engagement of the Company with Sheffield Forgemasters International Limited has led to quality improvement in Forged Rolls.

(iv) The process of Rewards and Recognition for good jobs done and suggestions’ scheme have been rejuvenated to improve the morale of employees and quality of processes. Your Company had also arranged sessions with experts on technical and quality aspects of Roll manufacturing.

(v) The “Kar Vijay Har Shikhar (KVHS)” improvement initiative wing “Business Performance Enhancement – Operations” of Tata Steel had launched its initiative in Tayo. Projects which were identified through an idea generation session were reviewed in a periodic manner.Your Company has also taken “in-house” improvement initiatives known as “TIPs - Tayo Improvement Projects”.

10. SAFETY AND HEALTH:

As per the Tata Group philosophy, Safety is given primary focus in the Company. Senior leadership is fully committed towards improving the safety culture and awareness and is involved in formulating and guiding the safe work practices. Being in close proximity of our Promoter, Tata Steel, we enjoy the guidance and expertise support in the various avenues of safety.

Your Company initiated improvement projects in Safety for awareness among the employees and institutionalize safety practices all across. Your Company also conducted awareness sessions in the adjoining colony. The Safety team also had special awareness drives on “Road Safety”.

Apart from the visuals and awareness training programmes, the behavioral aspects of safety are communicated through interactions and discussions at various levels. Safety initiatives are also extended to our service providers, contract workforce, local community, visiting customers, inspectors and other officials through mandatory use of PPEs. Following actions have been taken to improve behavioral safety.

(i) As per the annual practice, National Safety Day was observed during the year. Safety programmes like Safety Competitions, House-keeping, Safety training, Fire Fighting training, Mock Drill and First-Aid Training were conducted regularly. Basic and standard lead and lag measures pertaining to safety performance form the basis of “Safety Performance Reporting and Review”. Review of the lag measures like near misses, first aid cases, incident investigations and analysis of root causes helped in strengthening the improvement plans and executions

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(ii) Employees undergo mandatory periodical medical examination as stipulated under various statutory requirements. Free medical facilities are provided at Tata Main Hospital and Company’s Dispensaries apart from other areas where specific attention is given to ensure fitness of employees at the work place.

(iii) Tree plantation was done in and around the factory premises. Compliance to EHS legislations has been achieved through

implementation of the Environmental, Occupational Health and Safety Policy of the Company which ensures continual

improvement on safety front.

11. COMMUNITY INITIATIVES:

Your Company is committed towards the welfare and development of the society. Several initiatives were undertaken during the year

like, community and skill development, HIV & AIDS Awareness programme, Free Acu-pressure Treatment Camp, Health awareness

programmes in villages situated around the plant, Blood Donation Camp etc.

12. AFFIRMATIVE ACTION:

The Company is guided by the Code of Conduct on Affirmative Action. The Company ensures implementation of the Code by

arousing awareness on the subject amongst employees, vendors, suppliers and stakeholders through training programmes

conducted from time to time. The data on Affirmative Action lays emphasis on 4Es i.e. Employment, Entrepreneurship, Employability

and Education which is being monitored on quarterly basis to ensure its implementation in the right spirit.

13. AUDIT REPORT:

The Statutory Auditors Report on Audited Annual Accounts for the financial year 2014-15 doesn’t contain any qualification,

reservation or adverse remark which warrants comments from the Board of Directors.

The Secretarial Auditors Report for the financial year 2014-15 doesn’t contain any qualification, reservation or adverse remark which

warrants comments from the Board of Directors. The Secretarial Audit Report as required under section 204 of the Companies Act,

2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this

report.

14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of Loans, Guarantees and Investments, if any, have been disclosed in the Financial Statements.

15. CONTINGENT LIABILITIES AND MAJOR LITIGATIONS:

(i) Consequent to the order of the Hon’ble Supreme Court vide its order dated April 15, 2009, upholding the decision of the

Hon’ble Patna High Court with a direction to BSEB to rework the rates of fuel surcharge. BSEB has adjusted Rs. 23.23 crore

against the Coal Claims of Rs. 100 crore and modified the rate of fuel surcharge for 1998-99 to 158.79 P/ Kwh against the

earlier notified rate of 164.83 P/ Kwh for 1998-99 thus giving a benefit of 6.04 P/ Kwh to the consumers. However, this benefit

will be passed on to the consumers on receipt of Coal Claim of Rs. 100 crore by BSEB from the Coal Companies.

The Hon’ble Supreme Court has, however, given liberty to the consumers to approach High Court to challenge the correctness

of this adjustment and the terms of such adjustment and also stated that the other pending issues on fuel surcharge can be

taken up by the consumers before the High Court.

(ii) In the year 2000, your Company had filed a writ petition in Hon’ble Jharkhand High Court challenging the applicability of 1999

Tariff schedule (HTSS category) to 1993 Electricity Tariff on Tayo. Hon’ble Jharkhand High Court on May 02, 2013, had

dismissed Company’s Petition and confirmed the applicability of 1999 Tariff schedule on Tayo. Consequent to the adverse

judgment of Hon’ble Jharkhand High Court, with regard to applicability of electricity tariff to the Company from January, 2000,

till March, 2013, the Jharkhand State Electricity Board (JSEB) has issued a rectified energy bill dated June 10,2013 for Rs.

272.03 crore, which includes delayed payment surcharge of Rs. 208.00 crore and fuel surcharge of Rs. 5.96 crore.

The Judgment dated May 2, 2013 was challenged on various legal grounds by way of Letters Patent Appeal (intra- court

appeal) before the Hon’ble Jharkhand High Court which was admitted on merit on July 3, 2013. The rectified energy bill dated

June 10, 2013 has also been challenged separately before the Hon’ble Jharkhand High Court. LPA is still pending at Hon’ble

Jharkhand High Court. Meanwhile the Jharkhand State Electricity Board has initiated a certificate proceeding against the

Company and the Board of Directors for recovery of Rs. 263.61 crore, which has been challenged before the Certificate Court.

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(iii) On March 30, 2013, your Company has switched over to JUSCO for power supply. At the time of disconnection of Electricity

supply from JSEB, your Company had given a Bank Guarantee for Rs. 3.72 crore in favor of JSEB to secure the amount of fuel

surcharge shown as “kept in abeyance” in the electricity bills. This Bank Guarantee was given because JSEB was not ready to

disconnect electricity supply without payment of aforesaid Rs. 3.72 crore. Consequent to the judgment of Hon’ble Jharkhand

High Court on May 2, 2013 given on Induction Furnace case, the JSEB has raised a rectified bill of Rs. 272.03 crore on June 10,

2013. Thereafter, JSEB had applied for invocation of Bank Guarantee irrespective of the fact that the fuel surcharge matter was

not a part of the aforesaid rectified bill and the same is sub judice in other case with theHon’ble Jharkhand High Court. The

Hon’ble Jharkhand High Court has granted a stay on the invocation of Bank Guarantee and the same is still pending with the

Court.

(iv) A writ petition has been filed by the Company challenging the order of Jharkhand Government denying exemption from the

operation of Employee State Insurance Act, 1948.

16. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

Mr. Osamu Nishimura (DIN-02503767) has stepped down as Director of the Company with effect from February 20, 2015. The Board would like to place on record their sincere appreciation to the contribution made by Mr. Nishimura during his tenure with the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Article 146 of the Articles of Association of the Company, Mr. V. S. N. Murty (DIN- 00092348), Director retires by rotation and being eligible, offers himself for re-appointment.

With effect from October 20, 2014, Mrs. Ramya Hariharan (DIN-06928511) was appointed as Additional Director by the Board. According to section 161 of the Companies Act, 2013, Mrs. Hariharan will hold office till the date of forthcoming Annual General Meeting. A notice has been received from one of the members proposing her candidature for the office of Director under section 160 of the Companies Act, 2013. Mrs. Hariharan is an Independent Director on the Board.

In order to comply with the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and clause 49 of the Listing Agreement, Mrs. Ramya Hariharan being an Independent Director was appointed for a period of Five (5) consecutive years or till the date of retirement of Non-Executive Directors as per Tata Group Policy, whichever is earlier, with effect from October 20, 2014. By appointing Mrs. Ramya Hariharan on the Board, the company has also complied with the requirement of appointing at least one woman Director as required under section 149(1) of the Companies Act, 2013 read with clause 49 of the Listing Agreement.

Mr. Yoshikazu Miyasaka (DIN- 07125432) was appointed as Additional Director of the Company with effect from March 17, 2015. According to section 161 of the Companies Act, 2013 Mr. Miyasaka will hold office till the date of forthcoming Annual General Meeting. A notice has been received from a member proposing his candidature for the office of Director under section 160 of the Companies Act, 2013. Mr. Miyasaka is Promoter, Non-Independent and Non-Executive Director.

Pursuant to Section 203 of the Companies Act, 2013 and Rule 8 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, appointments of Mr. K. Shankar Marar, Managing Director, Mr. Suresh Padmanabham, Deputy Chief Financial Officer (CFO) and Mr. Prashant Kumar, Company Secretary & Compliance Officer were formalized as Key Managerial Personnel of the Company.

17. DIRECTORS' SHAREHOLDING:

The shareholding of Managing Director and Non-Executive Directors in the Company is NIL.

18. NUMBER OF MEETINGS OF BOARD:

During the year, Nine Board meetings were held wherein directors were present either physically or through Video Conferencing.

19. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors have given declaration under Sec 149(6) of the Companies Act, 2013 read with clause 49 of the Listing Agreement regarding their independence.

20. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weakness in the design or operation was observed.

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21. DIRECTORS RESPONSIBILITY STATEMENT:

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, the Board 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(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

21.2 they have selected such 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 your Company at the end of the financial year and of the profit / loss of your Company for that period;

21.3 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, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

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

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

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

22. BOARD MEMBERSHIP CRITERIA:

The Nominations and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education, and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner.

In evaluating the suitability of individual Board members, the Nomination and Remuneration Committee considers many factors, including general understanding of marketing, finance, operations management, public policy, international relations, legal, governance and other disciplines relevant to the success of the Company in today’s business environment; understanding of the Company's business; experience in dealing with strategic issues and long-term perspectives; maintaining an independent familiarity with the external environment in which the Company operates and especially in the Director’s particular field of expertise; educational and professional background; personal accomplishment; and geographic, gender, age, and ethnic diversity.

The Board evaluates each individual in the context of the Board as a whole, with the objective of having a group that can best perpetuate the success of the Company's business and represent stakeholder’s interests through the exercise of sound judgment, using its diversity of experience.

In determining whether to recommend a director for re-election, the Committee, also considers the director’s past attendance at meetings, participation in meetings and contributions to the activities of the Board, and the results of the most recent Board self-evaluation.

Board members are expected to rigorously prepare for, attend and participate in all Board and applicable Committee meetings. Each member is expected to ensure that their other current and planned future commitments do not materially interfere with the responsibilities at the Company.

23. BOARD DIVERSITY POLICY:

The Company recognizes the importance of diversity in its success. It is essential that the Company has as diverse a Board as possible.

A diverse Board will bring in different set of expertise and perspectives. The combination of Board having different skill set, industry experience, varied cultural and geographical background and belonging to different race and gender will bring a variety of experience and viewpoints which will add to the strength of the Company.

While all appointments to the Board are made on merit, the diversity of Board in aggregate will be of immense strength to the Board in guiding the Company successfully through various geographies.

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The Nomination and Remuneration Committee reviews and recommends appointments of new Directors to the Board. In reviewing and determining the Board composition, the Nomination and Remuneration Committee considers the merit, skill, experience, race, gender and other diversity of the Board. To meet the objectives of driving diversity and an optimum skill mix, the Nomination and Remuneration Committee may seek the support of Parent company.

24. CRITERIA FOR DETERMINING INDEPENDENCE OF DIRECTORS:

Independence Guidelines:

A Director is considered independent if the Board makes an affirmative determination after review of all the relevant information’s. The Board has established the categorical standards to assist it in making such determinations. A Director to be considered independent:

?Shall not be Managing Director or a Whole time Director or a Nominee Director.

? Shall be, in the opinion of the Board, a person of integrity and shall possess relevant expertise and experience.

?Shall not be a Promoter of the Company or its holding, subsidiary or associate Company.

?Shall not be related to Promoters or Directors in the Company, its holding, subsidiary, or associate Company.

?Apart from receiving Director’s remuneration, shall not have any pecuniary relationships with the Company, its holding, its subsidiaries, its associate companies, its Promoters, or Directors, during the current financial year or immediately preceding two financial years.

?Relatives should not have or had pecuniary relationships or transactions with the Company, its holding (s), subsidiary or associate Company, or their Promoters, or Directors, amounting to 2% or more of its gross turnover or total income or Rupees 50 Lakhs (Rupees fifty lakhs) or such amount as the Company may prescribe, whichever is lower, during the two immediately preceding financial years or during the current financial year.

?Neither himself / herself nor any of his / her relatives shall hold or has held the position of a KMP or is or has been employee of the Company or its holding, subsidiary or associate Company in any of the three financial years immediately preceding the financial year in which he/she is proposed to be appointed.

?Neither himself / herself nor any of his / her relatives shall or has been an employee or proprietor or a partner, in any of the 3 financial years immediately preceding the financial year, of:

a) a firm of Auditors or Company Secretaries in practice or Cost Auditors of the Company or its holding, subsidiary or associate Company;

b) any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate Company amounting to 10%. or more of the gross turnover of such firm;

c) holds together with his relatives 2% or more of the total voting power of the Company (“Substantial Shareholder”);

d) a Chief Executive or Director, by whatever name called, of any non-profit organization that receives 25%, or more of its receipts from the Company, any of its Promoters, Directors or its holding, subsidiary or associate Company or that holds 2%, or more of the total voting power of the Company;

?Has not held office for more than two consecutive terms on the Board of the Company.

?Should not be a material supplier, service provider or customer or a lessor or a lessee of the Company.

?Shall not be less than 21 years of age.

?Possesses such other qualifications as may be prescribed by the Companies Act, 2013.

25. REMUNERATION POLICY:

The key principles governing the Remuneration Policy are as follows:

(i) Remuneration for Independent Directors and Non-Independent Non- Executive Directors:

?Overall remuneration should be reflective of the size of the company, complexity of the sector/ industry/ company’s operations and the company’s capacity to pay the remuneration and should be consistent with recognized best practices.

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Independent Directors (“ID”) and Non-Independent Non-Executive Directors (“NED”) may be paid sitting fees (for attending the meetings of the Board and Committees of which they may be members). Quantum of sitting fees and NED Commission may be subject to review on a periodic basis, as required.

?Within the parameters prescribed by law, the payment of sitting fees and commission will be recommended by the Nomination and Remuneration Committee and approved by the Board.

?Overall remuneration (sitting fees and commission) should be reasonable and sufficient to attract, retain and motivate Directors aligned to the requirements of the company.

?The aggregate commission payable to all the NEDs and IDs will be recommended by the Nomination and Remuneration Committee to the Board, based on company’s performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters, as may be decided by the Board.

?The Nomination and Remuneration Committee will recommend to the Board, the quantum of commission for each Director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by Directors other than in meetings.

?In addition to the sitting fees and commission, the company may pay to any director such fair and reasonable expenditure, as may have been incurred by the Director while performing his/ her role as a Director of the company. This could include reasonable expenditure incurred by the director for attending Board/and its committee meetings, general meetings, court convened meetings, meetings with shareholders / creditors / management, site visits, induction and training (organized by the company for Directors) and in obtaining professional advice from independent advisors in the furtherance of his / her duties as a Director.

(ii) Remuneration for Managing Director (“MD”) / Executive Directors (“EDs”) / KMP/ rest of the employees:

The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence remuneration should be:

?Market competitiveness driven by the role played by the individual.

?Reflective of size of the company, complexity of the sector / industry / company’s operations and the company’s capacity to pay.

?Consistent with recognized best practices and aligned to any regulatory requirements.

?The remuneration mix for the MD / EDs is as per the contract approved by the shareholders. In case of any change, the same would again require the approval of the shareholders.

?Basic / fixed salary is provided to all employees to ensure that there is a steady income in line with their skills and experience.

In addition to the basic / fixed salary, the company may provide employees with certain perquisites, allowances and benefits to enable a certain level of lifestyle and to offer scope for savings and tax optimization, where ever possible. The company may also provide all employees with a social security net (subject to limits) by covering medical expenses and hospitalization through re-imbursements or insurance cover and accidental death and dismemberment through personal accident insurance.

The company provides retirement benefits as applicable.

In addition to the basic / fixed salary, benefits, perquisites and allowances, the company may provide MD / EDs such remuneration by way of bonus / performance linked incentive and/or commission calculated with reference to the net profits of the company in a particular financial year, as may be determined by the Board, subject to the overall ceilings stipulated in Section 197 of the Companies Act, 2013 read with Schedule V of the Act. The specific amount payable to the MD / EDs would be based on performance as evaluated by the Board or the Nomination and Remuneration Committee and approved by the Board.

The company may provide the rest of the employees a performance linked bonus and / or performance linked incentive. The performance linked bonus / performance linked incentive would be driven by the outcome of the performance appraisal process and the performance of the company.

(iii) Remuneration payable to Director for services rendered in other capacity:

The remuneration payable to the Directors shall be inclusive of any remuneration payable for services rendered by such Director in any other capacity unless:

?The services rendered are of a professional nature; and

?The Nomination and Remuneration Committee is of the opinion that the director possesses requisite qualification for the practice of the profession.

?

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26. PERFORMANCE EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, Individual Directors as well as the evaluation of various Committees.

The performance evaluation of the Independent Directors was carried out by the entire Board. The Independent Directors at their

exclusive meeting separately reviewed the performance of Non- Independent Directors and the Board as a whole, performance of

the Chairman of the Company and quality, quantity & timeliness of flow of information between the Company Management and the

Board. The Directors expressed their satisfaction over the evaluation process.

27. LOAN TO DIRECTORS:

During the year, the Company has not advanced any loan nor given any guarantee nor provided any security in connection with any

loan made to any of its Director/s or to any other person in whom the Director is interested as mentioned in Section 185 of the

Companies Act, 2013 read with Rule 10 of the Companies (Meetings of Board and its Powers) Rules, 2014.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per section 135 (1) of the Companies Act, 2013, every Company having a net worth of Rupees five hundred crores or more, or

turnover of Rupees one thousand crores or more, or net profit of Rupees five crores or more, during any financial year is required to

constitute a Corporate Social Responsibility Committee of the Board consisting of three or more Directors, out of which at least one

Director shall be Independent Director.

Your Company has been suffering from loss since FY 2008-09 and doesn’t fulfill any of the criteria as specified under section 135 (1)

of the Companies Act, 2013, therefore, Corporate Social Responsibility Committee of the Board is not required and as a result,

company has not constituted a Corporate Social Responsibility Committee. However, in spite of acute shortage of cash and poor

financial position, your Company has tried to meet its social obligations, wherever possible with its limited resources.

29. RELATED PARTY TRANSACTIONS:

During the year under review, your Company has not entered into any contract/ arrangement which falls under the purview of Section

188 of the Companies Act, 2013. However few related parties transactions are such which are covered under clause 49 of the Listing

Agreement with the Stock Exchange. The Company has also entered into material related party transactions for which approval of

the shareholders are sought at this Annual General Meeting. All the transactions with the related parties are at arm’s length and in the

ordinary course of business. Pursuant to the provisions of clause 49 of the Listing Agreement, all these transactions have prior

approval of the Audit Committee. The policy on materiality of Related Party Transaction is available on the website of the Company

at www.tayo.co.in. As required under section 134 (3) (h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)

Rules, 2014, “Form AOC-2” is annexed with this report.

30. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchange, Management Discussion and Analysis, Corporate

Governance, Managing Director’s and Auditor’s Certificates are made part of this Annual Report.

31. EXTRACT OF ANNUAL REPORT:

As required under section 134 (3) (a) of the Companies Act, 2013 read with Section 92(3) and Rule 12(1) of the Companies

(Management and Administration) Rules, 2014, “Form MGT-9” is annexed with this report.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND

REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at

the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress

complaints received regarding sexual harassment. All employees are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the period under review:

• No. of complaints received : NIL

• No. of complaints disposed off : Not Applicable

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33. PARTICULARS OF EMPLOYEES:

33. a As per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board's Report shall include a statement showing the name of every employee of the company, who:

(i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees;

(ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month;

(iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the

aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director

or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than

two percent of the equity shares of the company.

During the financial year 2014-15, none of the employee is in receipt of remuneration as specified above. Therefore

statement under Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is

not required.

33. b The Information required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014 is as under:

As on March 31, 2015, total number of employees on roll was 704. During the year under review, the ratio of remuneration of

Whole Time Director (“WTD”) to the median remuneration of employees is 12:1 (due to loss, only sitting fees is paid to other

directors). The annual increment for officers is based upon the performance evaluation system and for other employees, it is

governed as per the Wage Agreement. Based upon the performance evaluation system, following percentile annual

increments were given to the Key Managerial Personnel (KMP).

- Managing Director : 23.21%

- Chief Financial Officer : 18.94%

- Company Secretary : 8.83%

The Key Managerial Personnel are holding strategic positions and are responsible for steering the performance of the

Company and adhering to various statutory compliances as well as implementation of the strategies chalked out through the

operational and management team. The overall average percentile increase in remuneration of Key Managerial Personnel is

17% as against the median remuneration of employees’ increase of approximately 7%.The reason for low percentile increase

in median remuneration of employees is retirement / superannuation of workman in higher wage structure and joining of new

employees in new wage structure. The median increase in average remuneration was to take care of minimum inflation.

In terms of shareholders’ approval obtained at the Annual General Meeting held on July 18, 2012, the Non-Executive Directors

are also paid commission at the rate not exceeding 1% of the net profits computed in accordance with section 309 of the

erstwhile Companies Act, 1956 (equivalent to section 197 of the Companies Act, 2013) distributed on the basis of Board and

various Committees meetings attended and chaired by the Non-Executive Directors. Due to inadequacy of profits during the

financial year 2014-15, commission will not be paid to the Non-Executive Directors.

Market Capitalization as on 31.03.2015 based upon the closing price of listed equity shares was Rs. 57.10 crores as against

Rs.46.80 crores on 31.3.2014. Earnings Per Share (EPS) ratio as on 31.03.2015 was Rs. (65.90) as against Rs. (73.14) on

31.03.2014.The previous Rights issue of the Company was in the financial year 2008-09 @ Rs. 116/- per share. Percentage

decrease in the quoted price of shares is approximately 52%

No employee is paid in excess of the Managing Director.

We confirm that the remuneration paid to the Director/Key Managerial Personnel and other employees are in accordance with

the Remuneration policy approved by the Board of Directors on the recommendation of Nomination and Remuneration

Committee. None of the employees of the Company are in receipt of remuneration in excess of Rs. 60.00 lakhs per annum.

34. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

In terms of the Section 134(3) (m) of the Companies Act, 2013 read Rule 8(3) with Companies (Accounts) Rules, 2014, the

particulars in respect of (a) Conservation of Energy (b) Technology Absorption and (c) Foreign Exchange Earnings and Outgo are

furnished on pages 27 - 28.

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35. AUDITORS:

i) The existing Statutory Auditors, M/s Deloitte Haskins & Sells (DHS), Kolkata, Chartered Accountants (ICAI Registration

No.302009E), retire at the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment. Your

Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the limits of

Section 141(3) (g) of the Companies Act, 2013. Members are requested to appoint Auditors for the financial year 2015-16 at

the Annual General Meeting and to authorize the Board of Directors to fix their remuneration based upon the recommendation

of Audit Committee as mutually agreed upon between the Audit Committee/ Board and the Auditors.

ii) The existing Cost Auditors, M/s Shome & Banerjee, Kolkata, Cost Accountants (Registration No: 000001) retire at the ensuing

Annual General Meeting and being eligible, offered themselves for re-appointment to examine and report on the Cost Audit

records of the Company for the financial year 2015-16, in accordance with the Central Government circular on Audit of Cost

Accounting Records of the Company. Members are requested to ratify the remuneration payable to the Cost Auditors for the

financial year 2015-16 at the Annual General Meeting.

iii) The Company has appointed M/s P. K. Singh & Associates, Practicing Company Secretaries (Registration No. 5878) as the

Secretarial Auditors of the Company for the financial year 2015-16, to audit and report on the compliance with the various

provisions of the Companies Act, 2013, FEMA, SEBI Act & Rules made thereunder, Secretarial Standards and Listing

Agreement and other applicable Laws, Rules and Regulations etc. as specified under Companies Act, 2013 read with

Companies (Audit & Auditors) Rules 2014.


Anand SenChairman

DIN-00237914

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ANNEXURE TO DIRECTORS’ REPORT – INFORMATION UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING PART OF DIRECTORS REPORT.

(A) Conservation of energy (2014-15):

i) The steps taken and its impact on conservation of energy:

a. Increased uses of liquid metal in Arc and Induction Furnace to reduce power cost.

b. Provision of holding furnace in Forge Shop to reduce heat loss from ingots.

c. Use of photo electric sensors for conserving energy.

d. Increased use of MBF Gas in Ladle pre-heaters has saved Furnace Oil.

e. Use of Variable Frequency drives in machine tools has saved electrical energy.

ii) The steps taken by the Company for utilizing alternate sources of energy:

a. Exploring the usage of solar power in street lighting.

b. Installation of Bio-gas plant to utilize Canteen waste.

c. Establishing multi-fuel furnaces that can utilize liquid/ gaseous fuels.

iii) The capital investment on energy conservation equipment ;

Approx. Rs. 200 Lakhs has been spent on energy conservation equipment.

(B) Technology absorption(2014-15):

i) Efforts made towards technology absorption:

a. Deep and increased engagement with Yodogawa Steel Works Limited and Sheffield Forgemasters International

Limited.

b. Analysis and improvement of internal processes.

c. Use of new and upgraded Spectrometer for better quality control.

d. Enhancement of Core strength of CCM.

e. Development of SNG (Type-2) for CSP mill to compete with imported roll performance.

f. Development of SNG (Type-1) with SG Core for Plate mill rolls to improve roll performance.

g. Macro etching process checking started on forged items to detect nature of defect, to improve quality.

h. Stabilization of Production parameters for HSS Rolls.

i. Determination of Shell, Inter layer thickness of Hi-Cr (Iron) & HSS Roll through Ultrasonic test to understand the roll

characteristics in mill.

j. Depth wise Micro structural investigation & correction in casting parameters to assess Good / Bad roll performance in

mill.

k. Establish correlation between Stress values through X-ray analyzer & tempering temperature to achieve specified

hardness & stress free roll.

l. Achievement of High hardness on ICDP Rolls-without shell metal inoculation and increase matrix strength by increasing

MC-Carbide.

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iv) Expenditure on R & D:

Current Year2014-15 2013-14

(Rs. Lakhs) (Rs. Lakhs)

a) Capital --- ---

b) Recurring 89.89 55.03

c) Total 89.89 55.03

d) Total R & D expenditure as a percentage of 0.63% 0.36%total turnover

Previous Year

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Current Year(Rs. Lakhs) (Rs. Lakhs)

2014-15 2013-14

i) Foreign Exchange Earnings 1329.31 2387.88

ii) Foreign Exchange Outgo 1154.14 641.85

Previous Year

ii) The benefits derived like product improvement, cost reduction, product development or imports substitution:

a. Improve SG core strength will reduce mill outages.

b. SNG (Type-2) for CSP mill & SNG (Type-5) developed to improve roll performance at HSM mill.

c. SG Core Plate mill roll to fulfill the mill requirement.

d. Early determination of Shell, Inter layer thickness on Hi-Cr (Iron) / HSS Roll through Ultrasonic test to assess the roll performance in advance.

e. High hardness on ICDP Roll will further improve roll performance in mill.

f. Production of ‘Graphitic Cast Steel’ will enhance this roll performance in mill due to high hardness and presence of ‘Graphite’ in roll.

g. Establishment of Graphite vs. % Carbide & hardness drop on ICDP Rolls will enhance roll performance in mill. Mist cooling started on Bi-Metallic Rolls cast through Centrifugal route to achieve uniform shell microstructure.

h. Micro structural investigation under In-situ Microscope correlation with forging temperature to control hardness on forged rolls established.

i. Manufacturing process parameters established for production of 5 % Cr Forged Roll.

iii) Information regarding imported technology (imported during the last three years):

During the last three financial years, your Company has not imported any R&D Technology.

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MANAGEMENT DISCUSSION & ANALYSIS

BUSINESS REVIEW AND OUTLOOK:

World crude steel production reached 1,662 million tons (MT) for the year 2014, up by 1.2% compared to 2013. Crude steel production in the EU (28), North America and Asia grew modestly, while in the C.I.S. and South America it decreased. Annual production for Asia was 1,132.3 MT, an increase of 1.4%. The EU recorded an increase of 1.7%, producing 169.2 MT of crude steel. Crude steel production in North America was 121.2 MT, an increase of 2.0%.

India recorded a minor increase in production of finished steel. Rolls consumption is solely dependent on finished steel production & last year the economy was very gloomy in most parts of the world. In line with this, there was no increase in the roll buy in the domestic market and the condition of over supply continued. In addition, many overseas roll manufacturers increased their efforts towards India either with low price products or new value added products. Loss of orders due to price under-cutting by competitors and failure to service some orders due to certain reasons resulted in a lower sale of cast rolls as compared to the plan. Part of the lost orders were made up from increase in share from domestic customers However, there was a healthy growth in the sales of forged rolls during the financial year. Business channel for forged rolls was opened in Asia, Africa and Europe. Tayo qualified as the only indigenous supplier for supply of forged rolls to the new CRM3 plant of Bokaro Steel Ltd and bagged 70% of the buy.

In the Engineering Forging business, Tayo could gain entry into new industry segments. Successful servicing of trial orders has opened new opportunities. Tayo is now slowly graduating to the higher segments. A new business opportunity of conversion of ingots to forgings for customers was created during the year.

OPPORTUNITIES AND THREATS:

The steel industry in India is facing a dual challenge. Increased import from China and Russia coupled with issues related to iron ore and coal is impacting the industry. In addition to the challenges being faced from the customer segment, the roll industry in India is facing two-fold threat from foreign suppliers viz., a) new generation and advanced rolls from Europe and Japan and; b) economical imports from China and CSI countries both for cast and forged rolls putting a lot of pressure on the quality as well as price.

Most expansion projects have been put on hold. Only Tata Steel Odisha and SAIL (DSP and IISCO) are expected to go on stream in FY16. Most of the steel plants in India are struggling to maintain good capacity utilization. All this has put a lot of pressure on the cost of production resulting into lowering of cost of buy, reduction in inventory of rolls and tightening of quality requirements. The roll demand is not expected to grow and will remain at a level of ~40000T in FY16. Added to this, liquidity problem is prompting roll customers to adopt extended credit terms and are deferring payments.

With a view to keep the order book healthy, the roll manufacturers are adopting price cutting techniques. The only way of overcoming this threat is effective supply-chain management and cost reduction programmes in every area of operations. In addition, product differentiation and enhanced services will play a major role in pushing up realization.

Notwithstanding the above, Tayo has a great opportunity ahead due to the increasing cast roll and forged roll requirement of Tata Steel Group. The cast rolls supplied by Tayo to the key customers have been accepted well and the same will result into increased buy shares for the coming years.

The acceptance of Tayo's forged rolls in Indian cold rolling mills is increasing day by day. The Company bagged orders from TCIL, SAIL, JSW etc. The huge requirements of forge rolls in Tata Steel Europe are also a great opportunity for the Company.

In view of the challenges being faced by the Steel industry, use of high productive new generation rolls such as HSS, SemiHSS and Special Enhanced Carbide or SNG rolls is becoming a necessity. With the strengthening of product development initiatives at Tayo, your Company is well poised to be the first mover amongst all domestic players which is at present being catered to by imports only.

Your Company has intensified its efforts to gain shares in Middle-East Asia, South-East Asia in cast rolls. New markets are also being explored forged rolls as well.

In the Engineering Forgings business the work done in FY’15 in gaining entry in new segments viz, gearbox, motors, sugar mill, cement etc. will bear fruit in the coming year. The Company has added quite a good number of customers with high requirement in its fold. The approval process mainly in the Power segment (wind and thermal) is continuing which will further open up new opportunities.

The likely major challenges for the Company during FY’16 are (a) procurement of orders to keep the plant loaded (b) management of working capital (c) reduction of rejections and variable cost, (d) cycle time reduction in forged business

29

TAYO ROLLS


30

PIG IRON MARKETING & OPERATIONS:

The Pig Iron business, under the Conversion Agreement with Tata Steel, was steady except for the interruption of 3 months wherein the furnace went down for relining after serving for more than 10 years. Tata Steel is supplying iron ore, limestone and nut coke to Tayo for conversion to foundry grade pig iron. The relining of the furnace has resulted in improvement in production, productivity, coke rate, skull rate and other important parameters. The plant now is running more efficiently.

The major quantity of pig iron produced is sold in West Bengal. Other quantities are sold in Jharkhand and northern India. The realization of pig iron continued to be healthy till Q2 of FY15 but came down drastically in Q3 and Q4. The main reason being exports dying down. Some steel plants started selling steel grade pig iron in the domestic market. In addition, IISCO, with their internal consumption of hot metal not picking up, also flooded the market with steel grade pig iron.

SEGMENTWISE PERFORMANCE:

The segment wise performance has been given in the Directors’ Report in Page 16. The segment wise result is given in Page Nos. 85 - 86 of this report.

RISK AND CONCERNS:

The Company on regular basis reviews its Risk Management Policy and takes proactive steps to safeguard and minimize any adversity related to the Market, Technology, People, Environment/Regulatory, Financial, Information Technology and Opportunity Risks. Wherever necessary, the Company takes adequate insurance coverage of its assets for safeguarding from unforeseen risks.

INTERNAL CONTROL AND ADEQUACY:

The Company has adequate internal control system and well laid-down policies and procedures for all its operations and financial functions. The procedures are aligned to provide assurance for maintaining proper accounting controls, monitoring efficient and proper usage of all its assets and reliability of financial and operational reports. The internal control system is ably supported by the Internal Audit Department which carries out extensive audit of various functions throughout the Company. The Internal Audit Department functions independently and submits its findings to the Managing Director for corrective actions, if any. The Company’s Board has an Audit Committee which comprises five members with majority being Independent Directors. The Audit Committee reviews significant findings of the internal audit.

The Audit Committee reviews the financial reporting process, internal financial control and control system the audit process and the Company’s process for monitoring compliances with law and regulations and the Company’s code of conduct. The Audit Committee also reviews with the Statutory Auditors the financial reports and ascertains their observation on issues of concern. The Committee monitors the implementation of internal audit recommendations as well as vigil Mechanism, as applicable.

HUMAN RESOURCES DEVELOPMENT:

Human Recourse is valued as one of the most important asset by the Company. The various initiatives taken up by employees and active participation by them in various forums has strengthened the Human Resource system and established flexibility to keep abreast with the business need of the Company.

Employees are encouraged to suggest innovative ideas, suggestions and other improvement initiatives promotes team work, empowerment, continuous improvement and innovation in all area across the Company.

In-house training modules have been developed on various subjects such as Quality Systems, TBEM, TCoC, Management Development, Safety, Fire Fighting, Induction Training etc. which were regularly conducted for employees and trainees throughout the year.

The Knowledge Sharing Sessions conducted from time to time provide ample opportunities for sharing skill and knowledge on various aspects across all levels of employees.

Awareness Programmes on “Performance Management System” were also conducted in which all Officers participated. Gap analysis and identification of key disciplines that need to be strengthened in the Officer Cadre was done. Action plans to fill the gaps have been drawn out.

The Joint meeting between Management and Union as well as monthly meetings between Departmental Heads and Union OfficeBearers / Executive Committee Members has developed a climate conducive for interaction & clarity of concepts amongst cross-functional teams and close relationship between the Management and Employees. With the support and co-operation of Tayo Workers Union, the Industrial Relations climate was cordial and harmonious throughout the year.

The workforce of the Company stands at 704 as on 31.03.2015.

TAYO ROLLS


FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

Revenue: The total revenue (gross) was Rs. 156.24 crores against Rs.166.59 crores in the previous year. The revenue from roll segment (gross) was Rs. 119.74 crores as compared to Rs. 125.28 crores in the previous year. The revenue from pig iron segment was Rs. 8.05 crores as compared to Rs. 14.02 crores in the previous year. The revenue from Ingot was Rs. 5.90 crores in the current year as against Rs. 3.18 crores in the previous year.

The net loss was Rs. 67.62 crores against a net loss of Rs. 75.04 crores in the previous year.

CAUTIONARY STATEMENT:

Statements in the Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations may be ‘forward-looking statements’ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

as on financial year ended on 31.03.2015Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of

The Companies (Management & Administration ) Rules, 2014.

I Registration & Other Details:

i CIN L27105JH1968PLC000818

ii Registration Date 02.02.1968

iii Name of the Company Tayo Rolls Limited

iv Category/Sub-category of the Company Public Company Limited by Shares

v Address of the Registered office & contact details Annex 2, General Office, Tata Steel Limited,Bistupur, Jamshedpur, 831001Phone No: 0657 - 6627140/141/142; E-mail: [email protected]

vi Whether listed company Yes

vii Name , Address & contact details of the Registrar & TSR Darashaw Limited, 6-10 Haji Moosa PatrawalaTransfer Agent, If Any. Industrial Estate, 20 Dr. E Moses Road

Mahalaxmi, Mumbai - 400 011; Ph. No. : 022-66568484

II Principal Business Activities of the Company:

All the business activities contributing 10% or more of the total turnover of the company shall be stated

Sl. No. Name & Description of NIC Code of the % to total turnover of the companymain products/services Product /service

1 Cast Rolls 3371 66.4

2 Forged Rolls 3440 15.1

III Particulars of Holding , Subsidiary & Associate Companies:

Sl. No. Name & Address of CIN/GLN Holding/ % of shares Applicable the Company Subsidiary/ held Section

Associate

1 Tata Steel Limited L27100MH1907PLC000260 Holding 54.45 2 (87)

31

Annexure to Directors' Report

TAYO ROLLS


IV. Shareholding Pattern (Equity Share Capital break up as % to total equity)

(i) Category wise shareholding:Category of No. of Shares held at the beginning No. of Shares held at the endShareholders of the year of the year during the year

Demat Physical Total % of Demat Physical Total % of Total Total

Shares Shares

A. Promoters

(1) Indian

a) Individual / HUF 0 0 0 0 0 0 0 0 0

b) Central Govt. 0 0 0 0 0 0 0 0 0or State Govt.

c) Bodies Corporates 56,68,322 0 56,68,322 55.24 56,68,322 0 56,68,322 55.24 0

d) Banks/FI 0 0 0 0 0 0 0 0 0

e) Any other 0 0 0 0 0 0 0 0 0

SUB TOTAL: (A) (1) 56,68,322 0 56,68,322 55.24 56,68,322 0 56,68,322 55.24 0

(2) Foreign

a) NRI- Individuals 0 0 0 0 0 0 0 0 0

b) Other Individuals 0 0 0 0 0 0 0 0 0

c) Bodies Corporates 18,44,045 0 18,44,045 17.97 18,44,045 0 18,44,045 17.97 0

d) Banks / FI 0 0 0 0 0 0 0 0 0

e) Any other 0 0 0 0 0 0 0 0 0

SUB TOTAL: (A) (2) 18,44,045 0 18,44,045 17.97 18,44,045 0 18,44,045 17.97 0

Total Shareholding of 75,12,367 0 75,12,367 73.21 75,12,367 0 75,12,367 73.21 0Promoter(A)= (A)(1)+(A)(2)

B. PUBLIC SHAREHOLDING

(1) Institutions

a) Mutual Funds 0 150 150 0.00 0 150 150 0.00 0

b) Banks / FI 600 350 950 0.01 600 350 950 0.01 0

c) Central Govt. 0 0 0 0 0 0 0 0 0

d) State Govt. 0 0 0 0 0 0 0 0 0

e) Venture Capital Fund 0 0 0 0 0 0 0 0 0

f) Insurance Companies 0 450 450 0.00 0 450 450 0.00 0

g) FIIs 0 0 0 0 0 0 0 0 0

h) Foreign Venture 0 0 0 0 0 0 0 0 0Capital Funds

i) Others (specify) 0 0 0 0 0 0 0 0 0

SUB TOTAL: (B)(1): 600 950 1,550 0.02 600 950 1,550 0.02 0

(2) Non Institutions

a) Bodies Corporates

i) Indian 2,63,579 5,451 2,69,030 2.62 2,15,129 5,201 2,20,330 2.15 -0.47

ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individuals

i) Individual shareholders 15,10,718 4,15,131 19,25,849 18.77 15,41,812 4,07,121 19,48,933 18.99 0.22holding nominal share capital upto Rs.1.00 lakh

ii) Individuals shareholders 5,51,939 0 5,51,939 5.38 5,77,555 0 5,77,555 5.63 0.25holding nominal share capital in excess of Rs. 1.00 lakh

c) Others (specify) - Trust 0 200 200 0.00 0 200 200 0.00 0

SUB TOTAL: (B)(2): 23,26,236 4,20,782 27,47,018 26.77 23,34,496 4,12,522 27,47,018 26.77 0

Total Public Shareholding, 23,26,836 4,21,732 27,48,568 26.79 23,35,096 4,13,472 27,48,568 26.79 0(B)= (B)(1)+(B)(2)

C. Shares held by Custodian 0 0 0 0 0 0 0 0 0for GDRs & ADRs

Grand Total (A+B+C) 98,39,203 4,21,732 1,02,60,935 100.00 98,47,463 4,13,472 1,02,60,935 100.00 0

% change

32

TAYO ROLLS


(ii) Shareholding of Promoters:

Sl. Shareholders Name Shareholding at the Shareholding at the % change in No. beginning of the year end of the year shareholding

during the year

No. of % of total % of shares No. of % of total % of shares shares shares of pledged shares shares of pledged

the company encumbered the company encumbered to total shares to total shares

1 Tata Steel Limited 55,87,372 54.45 55,87,372 54.45

2 Yodogawa Steel Woks Limited 15,36,704 14.98 0 15,36,704 14.98 0 0

3 Sojitz Corporation 3,07,341 3.00 0 3,07,341 3.00 0 0

4 Rujuvalika Investments Limited 47,050 0.46 0 47,050 0.46 0 0

5 Ewart Investments Limited 30,200 0.29 0 30,200 0.29 0 0

6 Tata Industries Limited 3,700 0.04 0 3,700 0.04 0 0

Total 75,12,367 73.21 0 75,12,367 73.21 0 0

(iii) Change in Promoters' Shareholding ( specify if there is no change):

Sl. Shareholding at the beginning of the Year Cumulative Shareholding during the yearNo.

No. of shares % of total shares of No. of shares % of total shares of the company the company

At the beginning of the year 75,12,367 73.21 75,12,367 73.21

Date wise increase / decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment /transfer / bonus / sweat equity etc.)

At the end of the year 75,12,367 73.21 75,12,367 73.21

0 0 0

33

No Change during the financial year 2014-15

No. of % of Shares shares Shares shares

of the of thecompany company

1 Gautam Chokhany (HUF) 01-Apr-2014 At the beginning of the year 87,700 0.85 87,700 0.85

31-Mar-2015 At the end of the year 0 0.00 87,700 0.85

2 Hasmukh Parekh 01-Apr-2014 At the beginning of the year 72,200 0.70 72,200 0.70


3 Tara Chand Jain 01-Apr-2014 At the beginning of the year 66,917 0.65 66,917 0.65

19-Sep-2014 Increase 22 0.00 66,939 0.65


4 Smita N Navare 01-Apr-2014 At the beginning of the year 53,670 0.52 53,670 0.52


5 Kashi Prasad Purohit 01-Apr-2014 At the beginning of the year 48,000 0.47 48,000 0.47


6 Nitika Chokhany 01-Apr-2014 At the beginning of year 0 0.00 0 0.00

16-Jan-2015 Increase 11,300 0.11 11,300 0.11

23-Jan-2015 Increase 19,000 0.19 30,300 0.30

30-Jan-2015 Increase 16,285 0.16 46,585 0.45


total No. of % of total

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs):

Sl. No.

Name of the Shareholder Date Reason Shareholding at the beginning of the year

Cumulative Shareholdingduring the year

TAYO ROLLS


No. of % of total No. of % of totalShares shares Shares shares

of the of thecompany company

7 Indo Invest Vision Limited 01-Apr-2014 At the beginning of the year 41,033 0.40 41,033 0.40

02-Jan-2015 Increase 3,851 0.04 44,884 0.44


8 Narinder Bajaj 01-Apr-2014 At the beginning of the year 44,501 0.43 44,501 0.43


9 Everett Consultants Pvt. Ltd. 01-Apr-2014 At the beginning of the year 50,636 0.49 50,636 0.49

06-Jun-2014 Increase 5,900 0.06 56,536 0.55

25-Jul-2014 Decrease -8,057 -0.08 48,479 0.47

01-Aug-2014 Decrease -100 0.00 48,379 0.47

12-Sep-2014 Decrease -3,500 -0.03 44,879 0.44

19-Sep-2014 Decrease -5,000 -0.05 39,879 0.39

31-Dec-2014 Decrease -2,572 -0.03 37,307 0.36

02-Jan-2015 Decrease -3,000 -0.03 34,307 0.33

09-Jan-2015 Decrease -2,456 -0.02 31,851 0.31


10 Manishkumar Sumatilal 01-Apr-2014 At the beginning of year 0 0.00 0 0.00Mehta (HUF) 27-Mar-2015 Increase 26,040 0.25 26,040 0.25


11 Gautam Chokhany 01-Apr-2014 At the beginning of year 0 0.00 0 0.00

12-Sep-2014 Increase 3,000 0.03 3,000 0.03

13-Feb-2015 Decrease -1,000 -0.01 2,000 0.02

20-Feb-2015 Increase 3,000 0.03 5,000 0.05

27-Feb-2015 Increase 204 0.00 5,204 0.05

31-Mar-2015 At the end of year -5,204 -0.05 0 0.00

Gautam Chokhany 01-Apr-2014 At the beginning of year 0 0.00 0 0.00

20-Feb-2015 Increase 2,000 0.02 2,000 0.02

27-Feb-2015 Increase 12,000 0.12 14,000 0.14

06-Mar-2015 Increase 8,204 0.08 22,204 0.22


Gautam Chokhany 01-Apr-2014 At the beginning of the year 51,585 0.50 51,585 0.50

19-Sep-2014 Increase 1,000 0.01 52,585 0.51

16-Jan-2015 Decrease -22,300 -0.22 30,285 0.30

23-Jan-2015 Decrease -15,000 -0.15 15,285 0.15

30-Jan-2015 Decrease -12,285 -0.12 3,000 0.03

20-Feb-2015 Increase 1,000 0.01 4,000 0.04

27-Feb-2015 Decrease -1,000 -0.01 3,000 0.03


12 Meenaxi N Mehta 01-Apr-2014 At the beginning of the year 60,000 0.58 60,000 0.58

17-Oct-2014 Decrease -860 -0.01 59,140 0.58

24-Oct-2014 Decrease -1,259 -0.01 57,881 0.56

31-Oct-2014 Decrease -26,457 -0.26 31,424 0.31

07-Nov-2014 Decrease -7,805 -0.08 23,619 0.23

14-Nov-2014 Decrease -2,475 -0.02 21,144 0.21


Sl.No.

Name of the Shareholder Date Reason Shareholding at the beginning of the year

Cumulative Shareholdingduring the year

34

TAYO ROLLS


Sl. No.

For Each of the Directors & Key Managerial Personnel No. of shares

% of total shares of the company No. of shares

% of total shares of the

company

At the beginning of the yearDate wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

0 0 0 0

0 0 0 0

At the end of the year 0 0 0 0

Shareholding at the end of the year

Cumulative Shareholding during the year

(v) Shareholding of Directors & Key Managerial Personnel:

V Indebtedness:

Indebtedness of the Company including interest outstanding/accrued but not due for payment:

Secured Loans excluding deposits Loans Indebtedness

Indebtedness at the beginning of the

i) Principal Amount 1,124,820,704 171,195,000 10,639,000 1,306,654,704

ii) Interest due but not paid 0 0 0 0

iii) Interest accrued but not due 9,063,087 1,448,452 0 10,511,539

Total (i+ii+iii) 1,133,883,791 172,643,452 10,639,000 1,317,166,243

Change in Indebtedness duringthe financial year

Additions 743,825 183,991,730 0 184,735,555

Reduction -166,319,318 -172,526,713 -10,639,000 -349,485,031

Net Change -165,575,493 11,465,017 -10,639,000 -164,749,476

Indebtedness at the end of the financial year

i) Principal Amount 964,970,113 183,991,730 0 1,148,961,843

ii) Interest due but not paid 0 0 0

iii) Interest accrued but not due 3,338,185 116,739 0 3,454,924

Total (i+ii+iii) 968,308,298 184,108,469 0 1,152,416,767

Unsecured Deposits Total

financial year

VI Remuneration of Directors and Key Managerial Personnel:

A. Remuneration to Managing Director, Whole time director and/or Manager:

Sl. No. Particulars of Remuneration Name of the MD/WTD/Manager Total Amount

1 Gross Salary Mr. K. Shankar Marar In Rupees Managing Director

(a) Salary as per provisions 2,947,344 2,947,344 contained in section 17(1) of the Income Tax,1961.

(b) Value of perquisites u/s 17(2) of 455,246 455,246 the Income Tax Act, 1961

(c ) Profits in lieu of salary under 0 0section 17(3) of the IncomeTax Act, 1961

2 Stock Option 0 0

3 Sweat Equity 0 0

4 Commission 0 0

as % of profit 0 0

others (specify) 0 0

5 Others (Retiral Benefits) 596,808 596,808

Total (A) 3,999,398 3,999,398

Ceiling as per the Act 8,400,000

35

TAYO ROLLS


36

B. Remuneration to other directors:

Sl. No. Particulars of Remuneration Name of the Directors Total Amount

1 Independent Directors Dr. S.K. Mr. Sudev. C. Mr. Dipak.K. Prof. Mrs. Ramya Bhattacharya Das Banerjee Ranjan Das Hariharan

(a) Fee for attending board/ 3,10,000 2,45,000 2,95,000 2,35,000 55,000committee meetings

(b) Commission 0 0 0 0 0

(c ) Others, please specify 0 0 0 0 0

Total (1) 3,10,000 2,45,000 2,95,000 2,35,000 55,000 11,40,000

2 Other Non Executive Directors* Mr. Anand Sen Mr. V.S.N. Murty Mr. Yoshikazu Miyasaka

(a) Fee for attending board 0 0 0 0 0committee meetings

(b) Commission 0 0 0 0 0

(c ) Others, please specify. 0 0 0 0 0

Total (2) 0 0 0 0 0 0

Total (B)=(1+2) 3,10,000 2,45,000 2,95,000 2,35,000 55,000 11,40,000

Total Managerial Remuneration- A+B

Overall Cieling as per the Act.

* Considering the financial position of the Company, Non Executive Directors (NED's)have decided not to take sitting fees for attending Board / Committee meetings.

Sl. No. Particulars of Remuneration Key Managerial Personnel

1 Gross Salary Deputy Chief Financial

Officer

Mr. Suresh Padmanabhan

Company Secretary

Mr. Prashant Kumar

Total

1,682,149 714,450 2,396,599

95,400 52,589 147,989

NIL 0 0

2 Stock Option 0 0 0

3 Sweat Equity 0 0 0

4 Commission 0 0 0

as % of profit 0 0 0

others, specify 0 0 0

5 Others, please specify 0 0 0

Total 1,777,549 767,039 2,544,588

(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961.

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961

C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD :

TAYO ROLLS


VII Penalties / Punishment / Compounding of Offences:

Type Section of the Brief Details of Penalty / Authority Appeal Companies Act Description Penalty / Punishment / (RD /NCLT/Court) made

Compounding if any fees imposed (give details)

A. COMPANY

Penalty N.A. N.A. N.A. N.A. N.A.

Punishment N.A. N.A. N.A. N.A. N.A.

Compounding N.A. N.A. N.A. N.A. N.A.

B. DIRECTORS




C. OTHER OFFICERS IN DEFAULT




37

TAYO ROLLS


38

Form No. AOC-2[Pursuant to clause (h) of sub-section (3) of section 134 of the Act

Rule 8(2) of the Companies (Accounts) Rules, 2014]

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-

section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:

(a) Name(s) of the related party and nature of relationship: --------------

(b) Nature of contracts/arrangements/transactions: --------------

(c) Duration of the contracts / arrangements/transactions: --------------

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: --------------

(e) Justification for entering into such contracts or arrangements or transactions: --------------

(f) Date(s) of approval by the Board: --------------

(g) Amount paid as advances, if any: --------------

(h) Date on which the special resolution was passed in general meeting as required

under first proviso to Section 188: --------------

2. Details of material contracts or arrangement or transactions at arm’s length basis:

(a) Name(s) of the related party and nature of relationship: --------------

(b) Nature of contracts/arrangements/transactions: --------------

(c) Duration of the contracts / arrangements/transactions: --------------

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: --------------

(e) Date(s) of approval by the Board, if any: --------------

(f) Amount paid as advances, if any: --------------

On Behalf of the Board of Directors

Anand Sen

CHAIRMAN

(DIN-00237914)

and

Kolkata

April 21, 2015

TAYO ROLLS


SECRETARIAL AUDIT REPORTFORM NO. MR - 3

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,Tayo Rolls LimitedAnnex-2, General Office, Tata Steel Limited, Bistupur,Jamshedpur - 831 001

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tayo Rolls Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the Company books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended March 31, 2015, complied with the statutory provisions as listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2015 according to the provisions of:

Sl. No. Name of Act, Rules, Regulation

1 The Companies Act, 2013 (the Act) and the rules made thereunder

2 The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder

3 The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder

4 Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder

5 The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBIAct’) :-

5 (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2013

5 (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992

5 (c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993,regarding the Companies Act and dealing with client

6 Employees Provident Fund and Miscellaneous Provisions Act, 1952

7 Employees State Insurance Act, 1948

8 Public Liability Insurance Act, 1991

9 Environment Protection Act, 1986

10 Water (Prevention and Control of Pollution) Act, 1974 and Water Cess Act, 1977

11 Air (Prevention and Control of Pollution) Act, 1981

12 Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008

13 Factories Act, 1948

14 Contract Labour (Regulation and Abolition) Act, 1970

15 The Industrial Employment Standing Orders Act, 1946

16 Employees Compensation Act, 1923

17 Employment Exchange (Compulsory Notification of Vacancies) Act, 1961

18 Apprenticeship Act, 1961

19 Batteries Management & Handling Rules, 2001

39

TAYO ROLLS


40

Sl. No. Name of Act, Rules, Regulation

20 Indian Stamp Act, 1999

21 Industrial Dispute Act, 1947;

22 Maternity Benefits Act, 1961

23 Minimum Wages Act, 1948

24 Payment of Bonus Act, 1965

25 Payment of Gratuity Act, 1972

26 Equal Remuneration Act, 1976

27 Payment of Wages Act, 1936

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (Not notified hence not applicable to the company during the audit period).

(ii) The Listing Agreements entered into by the Company with Stock Exchanges

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,Standards, etc mentioned above.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that tookplace during the period under review are carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sentat least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on theagenda items before the meeting and for meaningful participation at the meeting.

I further report that the Company has issued and allotted fully paid-up 8.50% Non-Cumulative Redeemable PreferenceShares on preferential Basis during the audit period in compliance of section 62 of the Companies Act, 2013.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of themeetings of the Board of Directors or Committee of the Board, as the case may be.

I further report that there are adequate systems and processes in the Company commensurate with the size and operationsof the Company to monitor and ensure compliance with applicable Laws, Rules, Regulations and guidelines.

I further report that during the audit period, there are no instances of:

(i) Public / Rights /debentures / Sweat Equity.

(ii) Redemption / buy-back of securities.

(iii) Major decisions taken by the Members in pursuance to Section 180 of the Companies Act, 2013. except Sub-Section1(a) and 1 (c).

(iv) Merger / amalgamation / reconstruction etc.

(v) Foreign technical collaborations.

;

Jamshedpur April 21, 2015

Pramod Kumar Singh(Proprietor)FCS No.: 5878C P No.: 6019

TAYO ROLLS


Certification by Managing Director /CEO & Dy. CFO

The Board of Directors,Tayo Rolls Limited,Jamshedpur.

Pursuant to clause 49 (IX) of the Listing Agreement, We, K. Shankar Marar, Managing Director and Suresh Padmanabhan, Deputy Chief Financial Officer hereby certify that:

A. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief that:

1. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might bemisleading;

2. these statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

B. There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company’s code of conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

D. We have indicated to the auditors and the Audit committee:

1. significant changes in internal control over financial reporting during the year;

2. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

3. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system over financial reporting.

Suresh PadmanabhanDeputy Chief Financial Officer

K. Shankar MararManaging DirectorDIN – 06656658 Kolkata

April 21, 2015

41

TAYO ROLLS


Certification on Corporate Governance

42

TO THE MEMBERS OF TAYO ROLLS LIMITED

We have examined the compliance of conditions of Corporate Governance by Tayo Rolls Limited, for the year ended as on March 31, 2015

as stipulated in clause 49 of the Listing Agreement of the said Company with stock exchange.

The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited to

procedures and implementations thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate

Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanation given to us, we certify that thecompany has complied with

the condition of Corporate Governance as stipulated in the above mentioned ListingAgreement.

We state that such compliance is neither an assurance as to the future viability of the company nor the efficiency oreffectiveness with which

the management has conducted the affairs of the Company.

For Deloitte Haskins & SellsChartered Accountants

(ICAI Registration No. 302009E)

(Abhijit Bandyopadhyay)(Partner)

(Membership No. 054785)


TAYO ROLLS


Corporate Governance Report for the year 2014 - 15

43

The Company has a Corporate Governance framework that is followed over the years to uphold the Tata traditions and values.As a Tata

Company, the philosophy on corporate governance is founded upon a rich legacy of fair, ethical and transparent governance practice. In

order to achieve the objectives of good corporate governance, Tayo follows the principles of transparency, disclosure, independent

supervision, healthy competition, provision of equal opportunity employment, safety & welfare, production of quality products and services,

compliance with applicable Laws, Rules and Regulations.In order to protect the interests of its stakeholders, Company emphasizes the

need for full transparency and accountability in all its transactions. The Board considers itself as a Trustee of its Shareholders and

acknowledges its responsibilities towards them for creation and safeguarding their wealth. The core values of Company are honesty,

integrity, credibility, commitment, agility, team spirit and excellence.

BOARD OF DIRECTORS

The Board of Directors of the Company (“Board”) is entrusted with the ultimate responsibility of management, general affairs, direction and

performance of the Company and has been vested with the requisite powers and authorities. The Board members are having varied skills,

experience and knowledge for the management of the Company. In accordance with the Articles of Association, the Board may have

maximum 12 Directors. As on March 31, 2015 the total strength of the Board was Nine, comprising of One Executive and Eight Non-

Executive Directors. The Company has a Non-Executive Non-Independent Chairman and the number of Independent Directors as on

March 31, 2015 is more than 50% of the total strength of the Board. The number of Non-Executive Directors is also more than 50% of the

total strength of the Board. During the year the Company has appointed a Woman Director. The composition of the Board is in compliance

with the provisions of Clause 49 of the Listing Agreement with the Stock Exchange. An optimum combination of Independent and Non-

Independent Directors in the Board ensures that the independence prevails at all times while transacting business at Board meetings. The

Board reviews its policy from time to time to assess its relevance and suggest appropriate intervention, if required.

None of the Directors on the Board is a member of more than 10 Committees and Chairman of more than 5 Committees (as specified in

Clause 49), across all the Public companies in which he was a Director. All the Directors have made necessary disclosures regarding

Committee positions.

The Non - Executive Directors are paid sitting fees as per the relevant provisions of Companies Act, 2013. Apart from sitting fees, the Non

–Executive Directors are eligible for commission not exceeding 1% of the net profit of the Company computed in accordance with Section

197 of the Companies Act, 2013. The payment of commission to Non-Executive Directors has been approved by the shareholders at the

44th Annual General Meeting held on July 18, 2012, for a period of 5 years with effect from April 1, 2012. However, due to loss, commission

has not been paid to the Non-Executive Directors for the financial year 2013-14 and no Commission is proposed for the financial year 2014-

15.

BOARD MEETINGS

The Board of Directors met nine times during the financial year 2014-15 and gap between two meetings did not exceed more than one

hundred and twenty days. The dates on which the Board meetings were held are as follows:

(i) April 03, 2014 (ii) April 24, 2014 (iii) July 16, 2014 (iv) August 29, 2014(v) September 29, 2014 (vi) October 20, 2014 (vii) January 20,

2015 (viii) February 02, 2015 and (ix) March 17, 2015.

The necessary quorum was present at all the meetings.

As per Clause 49 (II) (6), the Independent Directors meeting was held on January 20, 2015, where in all the Independent Directors

were present without the participation of Non-Independent Directors and members of Management. Apart from other businesses,

the Independent Directors at their meeting dealt with the Agenda as specified in the Companies Act, 2013 and Listing Agreement.

The company has framed a familiarization policy for its Independent Directors to make them aware about the company and business

scenario in which it operates including the roles, rights, responsibilities etc. of the Independent Directors. The details of such policy

are available on the website of the company at www.tayo.co.in

The names and categories of Directors on the Board, their attendance at the Board meetings during the year and at last Annual

General Meeting and their Directorships held and Committee Membership in other public companies and Shareholdings are given

below:

As required under Clause 49 of the Listing Agreement entered into with the Stock Exchange

TAYO ROLLS


Other Public Companies

No. of Board Meetings

Last AGM held on August 29,2014

Directorship 31.03.2015

held as on

Committees held as

on 31.03.2015

position

Name Category

attended

attended

Member

Chairman

Member

Chairman

Mr. Anand Sen, ChairmanDIN-00237914

Promoter, Non

Non-ExecutiveIndependent,

7

No

4

Nil 1 Nil

Dr. S. K. Bhattacharyya DIN-00026534

Independent,

Non-Executive

9

Yes

Nil Nil Nil Nil

Mr. Dipak K. Banerjee

DIN-00028123

Independent,

Non-Executive

8

No

9

Nil 3 4

Prof. Ranjan Das

DIN-01738493 IndependentNon-Executive

7 Yes 1 Nil Nil Nil

Mr. Sudev C. Das DIN-01072628

Independent,Non-Executive

9 Yes 2 Nil 2 Nil

Mr. V. S. N. Murty DIN-00092348

Promoter, Non Independent,Non-Executive

9 Yes 4 Nil 2 1

Mrs. Ramya Hariharan DIN-06928511

(w.e.f. October 20, 2014)

Independent, Non -

Executive

3

NA

5 Nil 2 Nil

Mr. Yoshikazu

Miyasaka DIN -

(w.e.f. March 17, 2015) 07125432

Promoter, Non Non-Executive

Independent,

NA

NA

Nil

Nil Nil Nil

Mr. K. Shankar Marar

DIN-06656658

Non-Independent,

Executive

9

Yes

Nil

Nil Nil Nil

Mr. Osamu Nishimura

DIN-02503767

(upto

February 20, 2015)

Promoter, Non Non-Executive

Independent,

1

Yes

Nil

Nil Nil Nil

44

During the year Board Meetings were held through Video Conferencing and other Audio Visual means in conformity with Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014.

Apart from the formal Board meetings, in case of urgency the Board also passed resolution through Circular resolution in accordance with the provisions of Section 175 of the Companies Act, 2013, read with Article 164 of the Articles of Association of the Company.

The Board periodically reviews Compliance to all applicable Laws. The Audit committee reports to the Board on the same. The Managing Director submits a compliance certificate on quarterly basis at the meetings of the Board.

The ‘Tata Code of Conduct’, as adopted by the Company, is applicable to the Executive Director, Senior Management Personnel and other employees of the Company. The Company has received confirmation from the Managing Director as well as Senior Management Personnel regarding compliance to the Code during the year under review. The Company has laid down the ‘Code of Conduct for Non- Executive Directors’ of the Company. The Company has also received confirmations from the Non-Executive Directors regarding compliance of the code during the year under review. These codes are posted on www.tayo.co.in , the website of the Company. The Managing Director’s declaration to the affirmation of the Code of Conduct is on page no. 55 of this report.

BOARD COMMITTEES

The Board has constituted Committee of Directors to monitor the activities and to deal with matters within the terms of reference of the Committees thereof:

(a) Audit Committee

A qualified and Independent Audit Committee was constituted in the year 1997.

The Company has complied with the requirements of Clause 49 III of the Listing Agreement with regard to composition of theCommittee. The members of the Audit Committee are Non-Executive Directors, with majority of them being independent. TheChairman of the Committee is an Independent Director. The members bring with them vast experience in the field of operations,technical and finance. The Deputy Chief Financial Officer, Internal Auditor and Statutory Auditor attend the Audit Committeemeetings. Other senior executives attend the meeting as and when invited by the Committee. The Company Secretary acts as theSecretary of the Audit Committee.

The Audit Committee has been granted powers as prescribed under Clause 49 III (C) of the Listing Agreement and the scope of theactivities of the Audit Committee is as set out in Clause 49 of the Listing Agreement with the Stock Exchange read with section 177 ofthe Companies Act, 2013. The broad terms of reference of the Audit Committee includes:

TAYO ROLLS


• Oversight of the company’s financial reporting process and the disclosure of it’s financial information;

• Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

• Evaluation of internal financial control and risk management systems;

• Discussion with internal auditors of any significant findings and follow up thereon;

• Discussions with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-auditdiscussion to ascertain any area of concern;

• Reviewing with the management the annual/quarterly financial statements and auditors report thereon before submission to theBoard for approval;

• To review the functioning of the Whistle Blower Mechanism etc.

• Carrying out such other functions as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee reviews the financial statements with the statutory auditors and the management with reference to the accounting policies and practices, before recommending the same to the Board for approval. The Audit Committee also reviews and approves the statement of related party transactions and any subsequent modification of transactions of the company with related parties, Internal Control weakness report issued by Internal Auditor and Statutory Auditors and also the Management Discussion & Analysis.

The Audit Committee met six times during the year on (i) April 23, 2014 (ii) July 16, 2014 (iii) September 29, 2014 (iv) October 20, 2014 (v) January 20, 2015 & (vi) March 17, 2015

The necessary quorum was present at all the meetings.

Composition of Audit Committee and details of the meeting attended during the financial year 2014-15 are as follows:

Name

Category

No. of meetings attended

Dr. S. K. Bhattacharyya, Chairman Independent, Non-Executive 6


Independent, Non-Executive

6

Prof Ranjan Das 4

Mr. Sudev C. Das 6

Mr. V. S. N. Murty

Promoter, Non-Independent, Non

Executive 6



Dr. S. K. Bhattacharyya, Chairman of the Audit Committee was present at the last Annual General Meeting held on August 29, 2014.

Whistle Blower Policy

The Company has adopted the Whistle Blower Policy which provides a formal mechanism for all employees and directors of the Company to approach to the Ethics Counselor / Chairman of the Audit Committee of the Company and to make protective disclosure about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct. The Whistle Blower Policy is an extension of the Tata Code of Conduct, which requires every employee and director to promptly report to the Management/ Chairman Audit Committee, any actual or suspected or possible violation of the Code or an event he becomes aware of, that could affect the business or reputation of the Company. Under the policy, each employee and director of the Company has an assured access to the Ethics Counselor/ Chairman of the Audit Committee.

The Whistle Blower policy also provides for adequate safeguards against victimization of employees and directors who avail the vigil mechanism and also provides direct access to the Chairman of Audit Committee as and when required. The Audit Committee also reviews the functioning of Whistle Blower Mechanism.

The Company does not have any Subsidiary Company.

The Company has laid down Risk Management Policy, which is reviewed by the Management and by the Board.

The details of the policy are available on the website of the company at www.tayo.co.in

(b) Nomination and Remuneration Committee

To comply with the provisions of section 178(1) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement, with effectfrom April 24, 2014, the Board has reconstituted the Remuneration Committee as Nomination and Remuneration Committee.

The Nomination and Remuneration Committee comprises Non-Executive Directors, majority of them being Independent Directors. The Chairman of the Nomination and Remuneration Committee is an Independent Director. The terms of reference of the Nomination and Remuneration Committee are formulation of the criteria for determining qualifications, positive attributes, independence of directors and recommend to the Board a policy relating to the remuneration of the directors, key managerial

45

TAYO ROLLS


personnel and other employees, formulation of criteria for evaluation of Independent Directors and the Board, Board Diversity Policy and to identify the persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.

The Nomination and Remuneration Committee met five times during the year on(i) April 24, 2014 (ii) July 16, 2014 (iii) September29, 2014 (iv) October 20, 2014 and (v) March 17, 2015.

Composition of Nomination and Remuneration Committee and details of the meeting attended during financial year 2014 – 15 are as follows:

Name

Category

No. of meetings attended

Dr. S. K. Bhattacharyya , Chairman Independent, Non-Executive 5

Mr. Anand Sen Promoter, Non Independent, Non- Executive

5


Independent, Non-Executive 5

Prof Ranjan Das

Independent, Non-Executive 4

Remuneration Policy of Directors, KMPs and other Employees

The philosophy for remuneration of directors, key managerial personnel and all other employees of the company is based on the commitment of fostering a culture of “Leadership with Trust”. The remuneration policy has been prepared pursuant to the provisions of Section 178(3) of the Companies Act, 2013 read with Clause 49(IV)(B)(1) of the Listing Agreement with Stock Exchange. While formulating the policy, Nomination and Remuneration Committee has considered the factors laid down under section 178(4) of the Act which are as under:

(1) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality requiredto run the company successfully;

(2) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(3) Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals

(i) Remuneration for Independent Directors and Non-Independent Non-Executive Directors

Key principles governing the remuneration policy are as follows:

Overall remuneration should be reflective of the size of the company, complexity of the sector/ industry/ company’s operations and the company’s capacity to pay the remuneration and should be consistent with recognized best practices.

Independent directors (“ID”) and Non-Independent Non-Executive Directors (“NED”) may be paid sitting fees (for attending the meetings of the Board and Committees of which they may be members). Quantum of sitting fees and NED Commission may be subject to review on a periodic basis, as required.

Within the parameters prescribed by law, the payment of sitting fees and commission will be recommended by the NRC and approved by the Board.

Overall remuneration (sitting fees and commission) should be reasonable and sufficient to attract, retain and motivate directors aligned to the requirements of the company.

The aggregate commission payable to all the NEDs and IDs will be recommended by the NRC to the Board, based on company’s performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters, as may be decided by the Board.

The NRC will recommend to the Board, the quantum of commission for each director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by directors other than in meetings.

In addition to the sitting fees and commission, the company may pay to any director such fair and reasonable expenditure, as may have been incurred by the director while performing his/ her role as a director of the company. This could include reasonable expenditure incurred by the director for attending Board/and its committee meetings, general meetings, court convened meetings, meetings with shareholders/ creditors/ management, site visits, induction and training (organized by the company for directors) and in obtaining professional advice from independent advisors in the furtherance of his/ her duties as a director.

46

TAYO ROLLS


(ii) Remuneration for Managing Director (“MD”)/ Executive Directors (“EDs”)/ KMP/ rest of the employees

The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence remuneration should be:

Market competitive (market for every role is defined as companies from which the company attracts talent or companies to which the company loses talent) and driven by the role played by the individual,

Reflective of size of the company, complexity of the sector/ industry/ company’s operations and the company’s capacity to pay,

Consistent with recognized best practices and aligned to any regulatory requirements,

The remuneration mix for the MD/ EDs is as per the contract approved by the shareholders. In case of any change, the same would require the approval of the shareholders.

Basic/ fixed salary is provided to all employees to ensure that there is a steady income in line with their skills and experience.

In addition to the basic/ fixed salary, the company may provide employees with certain perquisites, allowances and benefits to enable a certain level of lifestyle and to offer scope for savings and tax optimization, where possible. The company may also provide all employees with a social security net (subject to limits) by covering medical expenses and hospitalization through re-imbursements or insurance cover and accidental death and dismemberment through personal accident insurance.

The company provides retirement benefits as applicable.

In addition to the basic/ fixed salary, benefits, perquisites and allowances as provided above, the company may provide MD/ EDs such remuneration by way of bonus/performance linked incentive and/or commission calculated with reference to the net profits of the company in a particular financial year, as may be determined by the Board, subject to the overall ceilings stipulated in Section 197 of the Companies Act, 2013. The specific amount payable to the MD/ EDs would be based on performance as evaluated by the Board or the Nomination and Remuneration Committee and approved by the Board.

The company may provide the rest of the employees a performance linked bonus and/or performance linked incentive. The performance linked bonus/performance linked incentive would be driven by the outcome of the performance appraisal process and the performance of the company.

Remuneration payable to Director for services rendered in other capacity:

The remuneration payable to the Directors shall be inclusive of any remuneration payable for services rendered by such director in any other capacity unless:

The services rendered are of a professional nature; and

The Nomination and Remuneration Committee is of the opinion that the director possesses requisite qualification for the practice of the profession.

The Non-Executive Directors are paid remuneration by way of sitting fees and commission. The Company paid sitting fees of Rs. 15,000/- (Rupees fifteen thousand only) per meeting to its Non-Executive Directors, for attending Board meeting, Audit Committee and Nomination and Remuneration Committee meetings and Rs. 10,000/- (Rupees ten thousand only) per meeting for any other Committee meeting. However, considering financial position of the Company, the Promoter’s Directors have resolved not to take sitting fees for attending the Board or Committee meetings. Total sitting fees paid to the Non-Executive Directors for attending meetings of the Board and Committees thereof during financial year 2014-15 was Rs. 11,40,000/- (Rupees eleven lakhs forty thousand only).

The Company has not granted any stock options to its Non-Executive Directors.

Details of remuneration paid to Non-Executive Directors towards sitting fees for attending the Board and Committee meetings during financial year 2014-15 are as follows:

Name of Director Amount in (Rs.)

Mr. Anand Sen ---

Dr. S. K. Bhattacharyya 310,000

Mr. Dipak K. Banerjee 295,000

Mr. Osamu Nishimura ---

Prof. Ranjan Das 235,000

Mr. Sudev C. Das 245,000

Mr. V.S. N. Murty ---

Mrs. Ramya Hariharan 55,000

Mr. Yoshikazu Miyasaka ---

Total 11,40,000

47

TAYO ROLLS


Name Salary Allowances & Retiral Performance Perquisites Benefits Variable Pay

Mr. K. Shankar Marar, 22.10 11.92 5.97 Nil NilManaging Director

Bonus/ Stock Options

Details of remuneration paid to the Managing Director during financial year 2014-15 is as follows:

Service Contract, Severance Fees and Notice Period:

Period of Contract of

The contract may be terminated by either party, giving the otherparty six months’ notice or the Company paying six months’ salary in lieu thereof.

Severance fees There is no separate provision for payment of severance fees.

Mr. K. Shankar Marar Three years (From 11.08.2013 to 10.08.2016)

Performance Evaluation Criteria for Board/Committee(s)/Director(s)

Pursuant to the provisions of the Companies Act,2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

c) Stakeholders Relationship Committee

To comply with the provisions of section 178(5) of the Companies Act, 2013 read with clause 49(E)(4) of the Listing Agreement, with effect from April 24, 2014, the Board has reconstituted the Shareholders Grievance Committee as Stakeholders Relationship Committee. The terms of reference of the Stakeholders Relationship Committee are to specifically look into the redressal of grievance of security holders complaints like transfer of shares, non-receipt of balance sheet and non-receipt of declared dividend, etc. Company Secretary acts as Compliance Officer for this purpose.

Stakeholders Relationship Committee met once during the year 2014-15.

The Composition of Stakeholders Relationship Committee is as follows:

Name Category No of meetings attended

Mr. Anand Sen, Chairman Promoter, Non- Independent,Non-Executive 1

Mr. Sudev C. Das Independent, Non-Executive 1

Mr. K. Shankar Marar Promoter, Non- Independent 1Managing Director

During the year under review the Company has received few correspondences from its shareholders relating to non-receipt of dividend, non-receipt of shares sent for transfer, enquiry for dematerialization, split/transmission, change in address etc. No correspondence was pending as on 31.03.2015.

d) Share Transfer Committee: Constituted in the year 1969.

Share Transfer Committee was constituted for approving transfer, sub-division of shares and issue of fresh share certificates with the following members, with the authority to act individually. The Committee met as and when required.

Name Category

Mr. Anand Sen, Chairman Promoter, Non- Independent,Non-Executive

Mr. K. Shankar Marar Promoter, Non- Independent, Managing Director

Mr. Prashant Kumar Company Secretary & Compliance Officer

48

Rs. in Lakhs

TAYO ROLLS


e) Ethics & Compliance Committee : Constituted in the year 2002.

Ethics and Compliance Committee was constituted in terms of the Amended regulations of SEBI (Prohibition of Insider Trading) Regulations, 1992. The Board had adopted the “Tata Code of Conduct for Prevention of Insider Trading” and “Code of Corporate Disclosure Practices” for its Directors, Officers and Employees.

The terms of reference of the Committee are to oversee the implementation of regulation of the code, take on record the status report prepared by the Compliance Officer detailing the dealings in Securities by the specified persons and decide on penal action in respect of violation of the regulation/code by the specified person.

Mr. Suresh Padmanabhan, Deputy Chief Financial Officer has been appointed as the Compliance Officer for implementation of Tata Code of Conduct for Prevention of Insider Trading and overseeing the compliance with the Regulations and Code across the Company.

The Managing Director and the Company Secretary & Compliance Officer have been appointed as the Public spokesperson pursuant to the code as required under the regulation, who would be responsible to ensure timely and adequate disclosure of price sensitive information to the investors.

f) Governance Council: Constituted in the year 2003.

Governance Council of the Board is responsible for the formation and evaluation of the Board of Directors of the Company. The Council is constituted with the following Directors:

Name Category

Mr. Anand Sen, Chairman Promoter, Non- Independent,Non-Executive

Dr. S. K. Bhattacharyya Independent, Non- Executive

Mr. Sudev C. Das Independent, Non- Executive

g) Committee of the Board: Constituted in the year 2003.

The terms of reference of the Committee of the Board (COB) are to approve capital expenditure schemes and to recommend tothe Board, capital budget and other major capital schemes, to consider new business, diversification and future strategy. TheCommittee is constituted with the following Directors:

Name Category

Dr. S. K. Bhattacharyya Chairman Independent, Non-Executive Director

Mr. Dipak K. Banerjee Independent, Non-Executive Director

Mr. V. S. N. Murty Promoter, Non-Independent, Non- Executive Director

Mr. K. Shankar Marar Managing Director, Promoter, Non- Independent

The Committee met as and when required.

h) Corporate Social Responsibility (CSR) Committee:

As per section 135 (1) of the Companies Act, 2013, every Company having a net worth of Rupees five hundred crore or more, or turnover of Rupees one thousand crore or more or a net profit of Rupees five crore or more during any financial year shall constitute a CSR Committee of the Board consisting of three or more Directors, out of which at least one Director shall be Independent Director. This section was notified w.e.f. April 1, 2014.

The Company has been suffering loss since 2008-09 and doesn’t fulfill any of the basic criteria as mentioned under section 135 (1) of the Companies Act, 2013, therefore CSR Committee of the Board is not required. Hence Company has not constituted a CSR Committee of the Board.

Other than the above Committees, the Board also constitutes Committee for specific purpose as and when required.

Name, Designation & address of Compliance Officer:

Mr. Prashant Kumar,Company Secretary & Compliance Officer,Tayo Rolls Limited,

Office of the Company Secretary,Large Scale Industrial Estate, P.O. Gamharia – 832108 Dist: Seraikella- Kharsawan, Jharkhand

Tel.No.0657-6627140/6627141 Fax No.0657-6627200E-mail :[email protected] | [email protected]

49

TAYO ROLLS


General Body Meeting Details Location and time where last three Annual General Meetings were held:

Year Date Time Venue

2014* 29.08.2014 3:00 p.m. Auditorium of Centre for Excellence, Jubilee Road, Bistupur, Jamshedpur 831001

2013 14.06.2013 3.00 p.m. TMDC Auditorium, XLRI Campus, C.H. Area (East), Jamshedpur- 831001

2012 18.07.2012 4.00 p.m. TMDC Auditorium, XLRI Campus, C.H. Area (East), Jamshedpur- 831001

*E-voting facility was provided to the shareholders as per the provisions of Companies Act, 2013 and Listing Agreement with Stock Exchange.

Special Resolution passed during previous three years at Annual General Meetings:

The Special Resolutions passed during previous three Annual General Meetings are as under:

AGM Date Special Resolutions Passed

29.08.2014* - Fixing borrowing limits of the Board of Directors under section 180 (1) (c) of the CompaniesAct, 2013

- authorizing the Board of Directors to create charge, mortgages and hypothecations on theassets of the company under section 180 (1) (a) of the Companies Act, 2013

14.06.2013 - Alteration of the Articles of Association of the Company giving effect to increase in Sharecapital of the Company to Rs. 2,000,000,000. (under section 31 of the Companies Act,1956)

- Issue and allotment of Redeemable Preference Shares to promoter(s) on preferential basis.

18.07.2012 - Payment of Commission to the Non- Executive Directors at a rate not exceeding 1% of thenet profit for a period of five years with effect from 01.04.2012

- Payment of Remuneration to Mr. Om Narayan in excess of limits specified under Schedule XIIIof the Companies Act, 1956

*E-voting facility was provided to the shareholders as per the provisions of Companies Act, 2013 and Listing Agreement with Stock Exchange.

During the financial year 2014-15 one Extraordinary General Meeting was held on May 12, 2014 to transact the following business:

Item Nature of Resolution Passed

Increase in Authorized Share Capital and alteration of the Capital Clause in the Memorandum of Association of the Company

Alteration of the Capital Clause in the Articles of Association of the Company Special Resolution

Allotment of Non-Cumulative Redeemable Preference Shares on preferential basis Special Resolutionto the Promoter(s)

Ordinary Resolution

No resolution was passed through Postal Ballot in the last year.

As required under the Clause 49 (E) (1) of the Listing Agreement, particulars of Directors seeking appointment / reappointment are given in the Annexure to the Notice.

Disclosures

i) Disclosures on related party transactions are as per the approved policy on dealing with related party transactions and all material related party transactions have been reported to the Stock Exchange on quarterly basis along with the compliance report on corporate governance.

ii) The details of related party transactions are given in the notes on the Balance Sheet and Statement of Profit and Loss at PageNos.86 - 89.

50

TAYO ROLLS


iii) The Company has formulated a policy on materiality of related party transactions and also on dealing with Related Party Transactions. All the related party transactions have been approved by the Audit Committee of the Company. In case of repetitive nature of transactions, omnibus approval of the Audit Committee may be obtained. In case of material related party transactions, shareholders approval will be obtained as and when applicable.

The detailed policy on dealings with Related Party transactions is available on the website of the company at www.tayo.co.in

iv) There are no instances of non-compliance by the Company or strictures imposed by the Stock Exchanges, SEBI or any other regulatory authority on any matter related to capital markets, during the last three years.

v) The Board has adopted the Risk Management policy and framework, and the same is being periodically reviewed.

vi) In preparation of financial statements, all the applicable accounting standards have been followed.

vii) Management Discussion and Analysis Report forms a part of the Director’s Report.

viii) The relevant disclosures on the remuneration of directors have been included under “Remuneration Policy” in this Report.

ix) None of the Directors of the Company is holding any shares in the Company.

x) Senior management team has not entered into any material financial & commercial transaction, where they have any potentialinterest that may have a potential conflict with the interest of the Company at large.

xi) During the financial year 2014-15 the Authorized Share Capital of the Company was increased from Rs. 200.00 crores (Rupees two hundred crores only) to Rs. 350.00 crores (Rupees three hundred and fifty crores only) by creation of additional 1,50,00,000 (one crore fifty lakhs) Non-Cumulative Redeemable Preference Shares of Rs. 100/- (Rupees one hundred only) each. The Company had issued and allotted the aforesaid shares on a preferential basis to the Promoter of the Company. Tata Steel Limited has subscribed 8.50% Non Cumulative Redeemable Preference Shares of Rs. 63.00 crores (Rupees sixty three crores only) in tranches. The Audit Committee is monitoring the utilization and deployment of the funds raised by these issues as well as earlier issues of Redeemable Preference Shares.

xii) The Financial Results (under Clause 41 of the Listing Agreement) and Shareholding Pattern (under Clause 35 of the Listing Agreement) have also been uploaded on www.corpfiling.co.in

xiii) As per the requirements of Clause 49 I (A)(B)(C)(D) of the Listing Agreement, the company is complying with the Rights of Shareholders, Role of Stakeholders in Corporate Governance, Disclosure, Transparency and Responsibilities of the Board.

xiv) The Details of adoption/non-adoption of the non-mandatory requirements as specified in Annexure ID of Clause 49 are as under:

Details of Compliance/ Adoption of the Non-Mandatory requirements under the revised Clause 49 of the Listing Agreement.

Sl.No. Particulars Status

1. The Board

Non-executive Chairman may be entitled to maintain a Chairman’s office at the company’s Not Adoptedexpenses and also allowed reimbursement of expenses incurred for performance of his duties

2. Shareholder Rights

The half yearly declaration of financial performance including summary of the significant Not Adoptedevents in the last 6 (six) months should be sent to each household of shareholders.

3. Audit qualifications

The company may move towards a regime of unqualified financial statements Not Adopted

4. Separate posts of Chairman and CEO

The Company may appoint separate persons to the post of Chairman and Managing Director Adopted

5. Reporting of Internal Auditor

The Internal Auditor may report directly to the Audit Committee Adopted

RECONCILIATION OF SHARE CAPITAL AUDIT

A qualified Practicing Company Secretary carried out the Share Capital Reconciliation audit to reconcile the total issued and paid up capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) with the total issued and listed capital. The audit confirms that the total issued/ paid up capital is in agreement with the total number of Shares in the physical form and the total number of dematerialized shares held with NSDL and CDSL.

CEO / Dy. CFO CERTIFICATION

The Managing Director and Deputy Chief Financial Officer, who heads the Finance function, have submitted the required Certificate to the Board at its meeting held on April 21, 2015, wherein the Audited Accounts of the Company for the financial year 2014-15 were considered.

51

TAYO ROLLS


MEANS OF COMMUNICATION

The quarterly and annual results along with the segmental report are generally published in Business Standard (in English) & Prabhat Khabar, Avenue Mail, Hindustan, Danik Bhaskar & Uditvani (in Hindi) and also been posted on Company’s Web site www.tayo.co.in shortly after its submission to the Stock Exchange.

GENERAL SHAREHOLDER INFORMATION

i) AGM: Date, time and venue : Thursday, August 20, 2015 at 11:30 a.m. at the Auditorium of the Centre for Excellence,Jubilee Road, Bistupur – Jamshedpur - 831001

ii) As required under Clause 49(VIII)(E)(1), particulars of Directors seeking appointment / re-appointment are annexed to the Noticeof the Annual General Meeting to be held on Thursday, August 20, 2015.

iii) Financial Calendar : April to March

Annual General Meeting : August 20, 2015

Reviewed Financial Results :

Quarter 1, 2015-16 : 3rd week of July, 2015

Quarter 2, 2015-16 : 3rd week of October 2015

Quarter 3, 2015-16 : 3rd week of January 2016

Audited Financial Results

Quarter 4, 2015-16 : 4th week of April 2016

iv) Date of book closure : August 4, 2015 to August 8, 2015 (both days inclusive)

v) Cut off date for e-voting : August 13, 2015

vi) Remote e-voting period : August 17, 2015 to August 19, 2015

vii) Dividend Payment date : The directors have not recommended any dividend for the financial year 2014 - 15.

viii) Listing on Stock Exchange : The Company’s shares are listed on the Bombay Stock Exchange Ltd. (BSE)

The Company has paid the annual listing fees to the Stock Exchange where its shares are listed for the financial year 2014-15.

ix) Stock Code : 504961 (BSE)

x) Market Information :

Market Price Data: High, Low (based on the closing prices) and volume during each month in last financial year, as under:

Bombay Stock Exchange

High (Rs.) Low (Rs.) Volume (No. of Shares)

April -14 50.50 41.65 40,449

May -14 72.50 44.50 134,168

June -14 71.90 57.65 63,053

July -14 78.00 57.45 91,027

August -14 79.85 60.25 64,984

September -14 96.00 66.00 150,237

October -14 79.40 65.00 90,241

November -14 74.95 61.65 112,722

December -14 80.90 62.00 2,961

January -15 74.80 64.10 122,375

February -15 68.00 61.60 72,642

March -15 69.00 52.25 86,294

52

TAYO ROLLS


xi) Performance of Company’s Share Price

The performance of the Company’s share prices in comparison to the BSE Sensex during the financial year 2014-15, was as under:

TSR Darashaw Limited6-10, Haji Moosa Patrawala Ind Estate, (Near Famous Studio) 20, Dr. E. Moses Road, Mahalaxmi, Mumbai – 400 011 Tel. no. : (022) 6656-8484 Fax no. : (022) 6656-8494/96E-mail : [email protected] : www.tsrdarashaw.com

Branch Offices of TSR Darashaw Ltd

TSR Darashaw LimitedBunglow No-1, “E” Road, Northern Town, Bistupur,Jamshedpur- 831 001Phone : 0657-2426616Fax : 0657- 2426937E-mail : [email protected]

TSR Darashaw Limited503, Barton Centre, (5th Floor), 84, M.G.Road, Bangalore- 560 001Phone : 080-25320321Fax : 080-25580019E-mail : [email protected]

Agent of TSR Darashaw Limited:

Shah Consultancy Services LimitedSumatinath Complex, 2nd Dhal Pritam Nagar, Ellis Bridge, Ahmedabad -380 006Telefax : 079- 26576038E-mail : [email protected]

Investor Relation Assistance:

Mr. Prashant KumarCompany Secretary & Compliance OfficerTayo Rolls LimitedOffice of the Company Secretary,Large Scale Industrial Estate,P.O. Gamharia – 832108Dist: Seraikella- KharsawanTel.No. : 0657-6627140/6627141Fax No. : 0657-6627143E-mails : [email protected]

[email protected]

TSR Darashaw LimitedTata Centre, 1st Floor, 43, Jawahar Lal Nehru Road,Kolkata- 700 071Phone : 033-22883087Fax : 033-22883062Email : [email protected]

TSR Darashaw Limited2/42, Sant Vihar, Ansari Road Daryaganj, New Delhi- 110 002Phone : 011-23271805Fax : 011- 23271802E-mail : [email protected]

Mr. Deepak TambeSenior AssociateTSR Darashaw Ltd6-10 Haji Moosa Patrawala Ind Estate,20, Dr. E. Moses Road,Mumbai- 400 011Phone : 022- 66568484Fax : 022- 66568494/96E-mail : [email protected] : www.tsrdarashaw.com

53

xii) Registrar & Transfer Agents:

TAYO ROLLS


xiii) Share transfer system:

a) Physical Form:

The Board has authorized a few Directors and the Company Secretary severally to approve the transfer of share.

Share transfer in physical form can be lodged either at the Registered Office of the Company or with TSR Darashaw Limited, the Registrar & Transfer Agents, at the above-mentioned address or any of their branch offices, addresses of which areavailable on their website.

Transfers are normally processed within 15 days from the date of receipt, provided the documents are complete in all respect. Certain executives (including the Managing Director) are severally empowered to approve transfers.

b) Demat Form:

The Company has made arrangements to dematerialize its shares through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and Company’s ISIN No. is INE895C01011.The shares of theCompany are actively traded in the Stock Exchange where they are listed. As on March 31, 2015, 95.97% shares of theCompany were in Dematerialized form.

xiv) a) Distribution of shareholdings as on 31.03.2015:

No. of Equity Shares held Shareholders Share Amount

No. of Holders No. of Shares % to total Rs. % to total

1 - 5000 7490 1,030,695 92.03 10,306,950 10.04

5001 - 10000 341 264,501 4.19 2,645,010 2.58

10001 - 20000 156 234,320 1.92 2,343,200 2.28

20001 - 30000 52 131,732 0.64 1,317,320 1.28

30001 - 40000 30 106,203 0.37 1,062,030 1.04

40001 - 50000 11 50,697 0.13 506,970 0.49

50001 - 100000 36 267,342 0.44 2,673,420 2.61

100001 and above 23 8,175,445 0.28 81,754,450 79.68

TOTAL 8139 10,260,935 100 102,609,350 100

b) Shareholding pattern as on 31.03.2015:

Sl. No. Category No. of Shares %

I. Promoters/Associate companies, etc. 7,512,367 73.21

II. Financial Institutions 1,550 0.02

III. Other Bodies Corporate/Trusts 220,530 2.15

IV. Directors & Relatives --- ---

V. General Public 2,526,488 24.62

TOTAL 10,260,935 100.00

c) Top five Equity Shareholders as on 31.03 2015:

Sl. No. Category No. of Shares %

I. Tata Steel Limited 5,587,372 54.45

II. Yodogawa Steel Works Limited 1,536,704 14.98

III. Sojitz Corporation 307,341 3.00

IV. Gautam Chokhany 87,700 0.85

V. Hasmukh Parekh 72,200 0.70

TOTAL 7,591,317 73.98

54

TAYO ROLLS


xv) The Company has no outstanding GDR/ADR/Warrants or any convertible instruments.

xvi) Plant location : TAYO Works, Gamharia, Distt: Seraikella- Kharsawan, Jharkhand.

xvii) Registered Office Address : Annex -2, General Office

Tata Steel Limited,

P.O. & P.S.

Bistupur, Jamshedpur – 831 001

Tel. : (0657) 6627101/ 140/ 141

E-mail : [email protected]

Web-site : www.tayo.co.in

A Certificate from the Auditors of the Company, M/s. Deloitte Haskins & Sells, Chartered Accountants, regarding due Compliance of

conditions stipulated in Clause 49 of the Listing Agreement is annexed hereto.

Kolkata On Behalf of Board of Directors

April 21, 2015

DECLARATION

I, K. Shankar Marar, Managing Director of Tayo Rolls Limited, on the basis of confirmation received from the Board Members and Senior

Management personnel, hereby declare that all the Board Members and Senior Management personnel, have affirmed compliance with

the Code of Conduct for Non-Executive Directors and the Tata Code of Conduct respectively for the financial year 2014-15.

55

Anand SenChairman

(DIN-00237914)

(K. Shankar Marar)

Managing Director

(DIN-06656658)

Kolkata

April 21, 2015

TAYO ROLLS


56

INDEPENDENT AUDITOR'S REPORT

To THE MEMBERS OF TAYO ROLLS LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of TAYO ROLLS LIMITED (“the Company”), which comprise the Balance Sheet

as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant

accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 with respect

to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows

of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified

under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of

adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing

and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates

that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating

effectively for ensuring accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial

statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on conducting our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included

in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143 (10) of the Act. Those Standards require

that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The

procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the

Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial

controls system over financial reporting and the operating effectiveness of such control. An audit also includes evaluating the

appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as

well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial

statement.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the

information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally

accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its loss and its cash flows for the year ended on that

date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 (“the Order”), issued by the Central Government of India in terms of

sub-section (11) of section 143 of the Companies Act, 2015, we give in the Annexure a statement on the matters specified in

paragraphs 3 and 4 of the Order, to the extent applicable.

(“the Act”)

TAYO ROLLS


2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were

necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our

examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in

agreement with the books of account.

(d) In our opinion, the Balance Sheet, the aforesaid financial statements comply with the Accounting Standards specified

under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on March 31, 2015, and taken on record by the

Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in

terms of section 164 (2) of the Act.

(f) With respect to other matters to be included in the Auditors' Report in accordance with Rule 11 of the Companies (Audit

and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanation given to us:

i. The Company has disclosed the impact of the pending litigations on its financial position in its financial statements.

ii. The Company did not have any long term contracts including derivative contracts for which there were any material

foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and

Protection Fund by the Company.

Kolkata

April 21, 2015

57

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm Registration No. 302009E)

Abhijit Bandyopadhyay

Partner


TAYO ROLLS


ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed

assets.

(b) Some of the fixed assets were physically verified during the year by the Management in accordance with a programme of

verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According

to the information and explanations given to us no material discrepancies were noticed on such verification.

(ii) In respect of its inventories:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of

inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the

nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper

records of its inventories and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register

maintained under Section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the

items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable

quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its

business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our

audit, we have not observed any major weakness in such internal control system.

(v) According to the information and explanations given to us, the Company has not accepted any deposit from the public during

the year. In respect of unclaimed deposits, the Company has complied with the provisions of Sections 73 to 76 or any other

relevant provisions of the Companies Act.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit)

Rules, 2014, as amended and prescribed by the Central Government under sub-section (1) of Section 148 of the Companies

Act, 2013 and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have,

however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Income-tax,

Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues

applicable to it with the appropriate authorities. We are informed that the Company intends to obtain exemption from

operations of the Employees' State Insurance for which necessary application has been made to appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Income-tax, Sales Tax, Wealth Tax, Service

Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears as at 31st March,

2015 for a period of more than six months from the date they became payable.

58

TAYO ROLLS


59

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax and

Cess which have not been deposited as on 31st March , 2015 on account of disputes are given below:

(d) The Company has been generally regular in transferring amounts to the investor education and protection fund in

accordance with the relevant provisions of the companies act, 1956 (1 of 1956) and rules made thereunder has been

transferred to such fund within time.

(viii) The accumulated losses of the Company at the end of the financial year are not less than fifty per cent of its net worth and the

Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial

year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of

dues to bank.

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others

from bank or financial institutions.

(xi) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company

during the year for the purposes for which they were obtained.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no

material fraud on the Company has been noticed or reported during the year.

Name of Nature of Forum where Period to which Statute Dues Dispute is pending the amount relates Involved (Rs. In Lakhs)

Income Tax Act Income Tax Commissioner- 2007-08, 2008-09 138.60Appeals and 2011-12

CESTAT 2002-04, 100.16 2005-06

High Court 2002-03 46.21

Central Excise Excise Duty Assistant 2007-08 to 6.87and Service Tax Commissioner 2008-09

Act Appeals

Commissioner 2003-04 290.95Appeals to 2011-12

Jharkhand JVAT Deputy 2010-11 34.05Sales Tax Act Commissioner

Commercial Taxes

Amount

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm Registration No. 302009E)

Abhijit Bandyopadhyay

Partner


Kolkata

April 21, 2015

TAYO ROLLS


Balance Sheet as at 31st March 2015

60

Rupees in lakhs

As at 31.03.2015 As at 31.03.2014 Notes

I EQUITY AND LIABILITIES

(1) Shareholder's funds

(a) Share Capital 2 24,526.13 18,226.13

(b) Reserves and surplus 3 (19,332.44) (12,526.42)

5,193.69 5,699.71

(2) Non-current liabilities

(a) Long-term borrowings 4 1,990.60 3,689.49

(b) Long-term provisions 5 1,648.67 1,318.82

3,639.27 5,008.31

(3) Current liabilities

(a) Short-term borrowings 4 7,906.51 7,772.59

(b) Trade payables 6 (A) 4,306.12 4,189.75

(c) Other current liabilities 6 (B) 5,767.21 4,743.24

(d) Short-term provisions 5 960.46 1,014.62

18,940.30 17,720.20

TOTAL EQUITY AND LIABILITIES 27,773.26 28,428.22

II ASSETS

(4) Non-current assets

(a) Fixed assets

(i) Tangible assets 7 13,694.87 13,095.77

(ii) Intangible assets 7 182.16 377.03

(iii) Capital work-in-progress 1,449.59 1,636.92

15,326.62 15,109.72

(b) Non-current investments 8 0.14 0.14

(c) Long-term loans and advances 9 1,208.95 791.07

16,535.71 15,900.93

(5) Current assets

(a) Inventories 10 (A) 5,719.67 4,959.29

(b) Trade receivables 10 (B) 4,231.80 4,322.79

(c) Cash and Bank Balances 11 (A) 587.10 2,750.62

(d) Short-term loans and advances 9 642.61 469.91

(e) Other current assets 11 (B) 56.37 24.68

11,237.55 12,527.29

TOTAL ASSETS 27,773.26 28,428.22

The notes referred to above form an integral part of Balance Sheet

In terms of our report attached For and on behalf of the Board

ANAND SENChairman

DIN: 00237914

SURESH PADMANABHANDy. Chief Financial Officer

K SHANKAR MARARManaging Director

DIN: 06656658

PRASHANT KUMAR Company Secretary

Abhijit BandyopadhyayPartner

Kolkata, 21st April, 2015


TAYO ROLLS


Statement of Profit & Loss for the year ended 31st March 2015

61

Rupees in lakhs

Year ended Year ended 31.03.2015 31.03.2014

Notes

I Revenue from operations 12 (A) 14,170.08 15,187.43

II Other Income 12 (B) 131.12 95.03

III Total Revenue (I + II) 14,301.20 15,282.46

IV EXPENSES

(a) Cost of Raw materials consumed 5,033.52 4,676.66

(b) Purchases of finished, semi-finished and other products 43.47 94.71

(c) Changes in inventories of finished goods, (65.36) 177.25 work-in-progress and stock-in-trade

(d) Employee benefit expense 13 (A) 3,865.01 3,443.38

(e) Finance costs 13 (B) 1,572.52 1,883.34

(f) Depreciation and amortisation expense 1,304.70 2,255.70

(g) Other expenses 14 8,586.36 8,341.86

20,340.22 20,872.90

(h) Less: Expenditure (other than interest) transferred 70.95 - to capital & other account

Total Expenses (IV) 20,269.27 20,872.90

V Loss before exceptional and extraordinary (5,968.07) (5,590.44)items and tax (III - IV)

VI Exceptional Items

(b) Retiral Benefit to Ex - Director - (116.11)

(c) Provision for impairment of non-current assets (794.00) (1,797.89)[Refer Note 15.12 (b)]

VII Loss before tax (V + VI) (6,762.07) (7,504.44)

VIII Tax Expense - -

Total tax expense - -

IX Loss after tax (VII - VIII) (6,762.07) (7,504.44)

X Earnings per equity share:

(1) Basic Rs. (65.90) Rs. (73.14)

(2) Diluted Rs. (65.90) Rs. (73.14)

The notes referred to above form an integral part of Statement of Profit and Loss



ANAND SENChairman

DIN: 00237914



DIN: 06656658


Kolkata, 21st April, 2015 PRASHANT KUMAR Company Secretary

TAYO ROLLS


Cash Flow Statement for the year ended 31st March, 2015

62

Nature of transactions Rupees in lakhs Year ended Year ended 31.03.2015 31.03.2014

A. CASH FLOW FROM OPERATING ACTIVITIES

Loss before tax (6,762.07) (7,504.44)Adjustment fori) Depreciation 1,304.70 2,255.70 ii) Provision for impairment of non-current assets 794.00 1,797.89 iii) Unrealised Loss/ (Gain) on Exchange Fluctuation (20.27) (16.23)iv) (Profit)/Loss on sale /Obsolescence of assets 70.47 4.02 v) Write Back of Liabilities (70.78) (6.80)vi) Amortisation of Employee Separation 2.35 3.39

Compensationvii) Provision for warranty 644.85 533.19 viii) Provision relating to Employee Benefits 619.64 376.52 ix) Interest Income (45.45) (19.09)x) Finance Cost 1,572.52 1,883.34 xi) Inventory written off - 724.09 xii) Provision for Doubtful Debts - 4,872.03 50.00 7,586.02

Operating Profit / (Loss) before Working (1,890.04) 81.58 Capital changesAdjustments for

i) Trade and Other receivables (96.25) (344.26)ii) Inventories (760.38) (931.44)iii) Trade payable and other liabilities 292.74 (563.89) (1,716.10) (2,991.80)

Cash (used in)/Generated from Operation (2,453.93) (2,910.22)Direct taxes paid (28.12) (44.00)Net cash (used in) /from Operating Activities (2,482.05) (2,954.22)

B. CASH FLOW FROM INVESTING ACTIVITIESi) Purchase of Fixed Assets including CWIP (2,756.74) (783.15)ii) Sale of fixed assets 0.30 2.96 iii) Interest received 13.76 9.52

Net Cash (used in)/from Investing Activities (2,742.68) (770.67)C. CASH FLOW FROM FINANCING ACTIVITIES

i) Proceeds from Preference Share 6,300.00 8,649.42 ii) Proceeds/(Repayment) from Borrowings (Short Term) Net 133.91 (367.53)iii) Repayment of Borrowing (Long Term) (1,710.84) (1,593.11)iv) Interest Paid (1,643.09) (1,792.62)

Net Cash (used in)/from Financing Activities 3,079.98 4,896.16 NET (DECREASE)/INCREASE IN CASH AND (2,144.75) 1,171.27 CASH EQUIVALENTSOPENING CASH AND CASH EQUIVALENTS [Refer Note 11(a)] 2,724.41 1,553.14 CLOSING CASH AND CASH EQUIVALENTS [Refer Note 11(a)] 579.66 2,724.41

Note:1 Figures in brackets represent outflows.2 Previous period figures have been regrouped, where necessary.

PRASHANT KUMAR Company Secretary



ANAND SENChairman

DIN: 00237914



DIN: 06656658


Kolkata, 21st April, 2015

TAYO ROLLS


Notes forming part of the Financial StatementsAs at 31st March, 2015

Note 1 (a): General Corporate Information:

Tayo Rolls Limited, formerly Tata- Yodogawa Limited was incorporated in 1968. The company was promoted by Tata Steel Limited in collaboration with Yodogawa Steel Works, Japan and Nissho Iwai Corporation of Japan for production of Cast Iron and Cast Steel Rolls for metallurgical industries. As a part of its backward integration, Tayo Rolls Limited, has set up a mini blast furnace of 40,000 tpa for the manufacture of Pig Iron. Other products include Forged Rolls, Engineering Forging and Ingots.

Tayo has a licence and know-how agreement with Sheffield Forgemasters International, UK, for the transfer of technology to manufacture forging quality ingots, forged bars, engineering forgings and forged rolls.

Note 1 (b): Accounting Policies

A SIGNIFICANT ACCOUNTING POLICIES:

1) Basis for Accounting :

(a) The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 ("the 2013 Act") / Companies Act, 1956 ("the 1956 Act"), as applicable. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

(b) The Company has incurred net loss of Rs. 6,762.07 lakhs and cash losses during the year ended 31st March, 2015 and as of that date the accumulated losses of Rs. 24,774.37 lakhs has eroded more than fifty percent of its net worth. Company’s current liabilities are more than its current assets by Rs. 7,702.74 lakhs. These financial statements have been prepared on a going concern basis based on a comfort letter received from one of its promoters for continued support to the Company with all necessary assistances including financial and operational to continue with the operations of the Company.

2) Cash Flow Statement :

Cash flows are reported using the indirect method, whereby profit/(loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts orpayments. The cash flows from operating, investing and financing activities of the Company are segregated based onthe available information.

3) Use of Estimates :

The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognized in the periods in which the results are known / materialize.

4) Inventories :

Finished and semi-finished products produced by the Company are carried at lower of cost and net realizable value. Raw materials purchased by the Company are carried at lower of cost and net realizable value. Raw material in transit is carried at cost by the Company.

Stores & Spare Parts are carried at cost. Necessary provision is made and charged to revenue in case of identified obsolete and non-moving items.

Cost comprises purchase price, freight and handling, non refundable taxes and duties and other directly attributable cost. Value of inventories are generally ascertained on the "weighted average" basis.

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TAYO ROLLS


5) Depreciation

Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value.

Depreciation on tangible fixed assets has been provided on the straight-line method as per the useful life prescribed in Schedule II to the Companies Act, 2013 except in respect of Plant & Machinery where the useful life of the assets has been assessed as under based on technical evaluation by a Chartered Engineer taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers warranties and maintenance support, etc.

Useful life of Plant & Machinery is considered to be 15-20 years.

Intangible assets are amortised over their estimated useful life of five years on straight line method.

Premium paid on leasehold land and land development expenses are amortized over the period of lease.

The estimated useful life of the intangible assets and the amortisation period are reviewed at the end of each financial year and the amortisation period is revised to reflect the changed pattern, if any.

During the year, the Company has revised its estimates of useful life of its fixed assets as prescribed in Part C of Schedule II of the Companies Act, 2013. Carrying amount less residual value of the assets whose remaining useful life has become nil at the beginning of the period, has been adjusted with the opening balance of retained earnings. Consequent to the adoption of Schedule II as above, the loss for the year ended 31st March 2015 is lower by 695.33 lakhs (net of amount transferred to retained earnings). The opening retained earnings as at 1st April 2014 is lower by Rs. 43.95 lakhs.

6) Revenue Recognition :

i) Sale of Goods :

Revenue from the sale of goods is recognized in the statement of profit and loss when the significant risks and rewards of ownership have been transferred to the buyer. Revenue includes consideration received or receivable, excise duty but net of discounts and other sales related taxes.

ii) Export Incentive under Duty Draw Back System

Export incentive under the Duty Draw Back System is recognized at the time of shipment.

iii) Dividend and Interest income

Dividend income is recognized when the company’s right to receive dividend is established. Interest income is recognized on accrual basis based on interest rates implicit in the transactions.

7) Fixed Assets

All fixed assets are valued at cost less depreciation/amortization/impairment. The cost of an asset includes the purchasecost of materials, including import duties and non-refundable-taxes, and any directly attributable costs of bringing anasset to the location and condition of its intended use. Interest on borrowings used to finance the construction of fixedassets are capitalized as part of the cost of the asset until such time that the asset is ready for its intended use. Preoperation expenses including trial run expenses (net of revenue) are capitalized.

In case of Blast Furnace relining and Arc Furnace (bottom) relining the expenditure is capitalized and depreciated over the period to the planned relining date.

8) Foreign Exchange Transactions :

Foreign Currency transactions and forward exchange contracts are recorded on initial recognition in the reporting currency i.e. Indian rupees, using the exchange rates prevailing on the date of the transaction. Monetary assets and liabilities in currencies other than the reporting currency and foreign exchange contracts remaining unsettled are remeasured at the rates of exchange prevailing at the balance sheet date. Exchange difference arising on the settlement of monetary items, and on the remeasurement of monetary items, are included in profit and loss for the year. In case of forward exchange contracts, the difference between the contract rate and the spot rate on the date of transaction is charged to the statement of profit and loss over the period of the contract.

64

TAYO ROLLS


65

9) Investment :

Long term investments are carried at cost less provision for other than temporary diminution, if any in value of suchinvestments. Current investments are carried at lower of cost and fair value.

10) Cash and Bank Balances:

Cash and Bank Balances comprises of cash on hand and balances in current accounts and deposit accounts with banks having original maturity of less than three months.

11) Employees Benefits :

i) Short Term benefits :

Short term employee benefits are recognized as an expense at the undiscounted amount in the statement of profit and loss of the year in which the related service is rendered.

ii) Post Employment benefit :

Defined Contribution Plans

Defined contribution plans are those plans where the Company pays fixed contributions to a separate entity. Contributions are paid in return for services rendered by the employees during the year. The contributions areexpensed as they are incurred in line with the treatment of wages and salaries.

Defined Benefit Plans :

Defined benefit plans are arrangements that provide guaranteed benefits to employees, either by way of contractual obligations or through a collective agreement. This guarantee of benefits represents a future commitment of the Company and, as such, a liability is recognized. The present value of these defined benefit obligations are ascertained by independent actuarial valuation as per the requirement of Accounting Standards 15 - Employee Benefits. The liability recognized in the balance sheet is the present value of the defined benefit obligations on the balance sheet date less the fair value of the plan assets (for funded plans), together with adjustments for unrecognized past service costs. All actuarial gains and losses are recognized in statement of profit and loss in full in the year in which they occur.

12) Borrowing Costs :

Borrowing costs that are attributable to the acquisition, construction of qualifying assets are capitalized as part of the cost of such assets till such time the asset is ready for its intended use or sale. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use. All other borrowing costs are recognized as an expense in the statement of profit and loss in the period in which they are incurred.

13) Earnings Per Share :

The Company reports basic and diluted earnings per share in accordance with Accounting Standard (AS) 20- Earnings Per Share. Basic earnings per equity share have been computed by dividing net profit after tax attributable to equity share holders by the weighted average numbers of equity shares outstanding during the year. Diluted earnings during the year adjusted for the effects of all dilutive potential equity shares per share is computed using the weighted average number of equity shares and dilutive potential equity shares outstanding during the year.

14) Taxes on Income :

Current Taxes:

Provision for Current tax is determined on the basis of taxable income for the year as determined in accordance with the applicable tax rates and the provisions of the Income Tax Act, 1961 and other applicable laws.

Deferred Taxes:

Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted as at the reporting date. Deferred tax liabilities are recognised for all timing differences. Deferred tax assets are recognised for timing differences of items other than unabsorbed depreciation and carry forward losses only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these can be realised. However, if there are unabsorbed depreciation and carry forward of losses and items relating to capital losses, deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that there will be sufficient future taxable income available to realise the assets. Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax assets are reviewed at each balance sheet date for their realisability.

TAYO ROLLS


15) Research and Development :

Research and Development costs (other than cost of fixed assets acquired) are charged as an expense in the year in which they are incurred.

16) Impairment :

The carrying values of assets / cash generating units at each balance sheet date are reviewed for impairment if any indication of impairment exists.

If the carrying amount of the assets exceed the estimated recoverable amount, an impairment is recognised for such excess amount. The impairment loss is recognised as an expense in the statement of profit and loss.

The recoverable amount is the greater of the net selling price (less cost of disposal) and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor.

17) Provision, Contingent Liabilities and Contingent Assets :

i) Provision :

A provision is recognized in the financial statements where there exists a present obligation as a result of a past event, the amount of which is reliably estimable, and it is probable that an outflow of resources would be necessitated in order to settle the obligation

ii) Contingent Liabilities and Assets :

Contingent liability is a possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the enterprise, or is a present obligation that arises from past events but is not recognised because either it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or a reliable estimate of the amount of the obligation cannot be made. Contingent Assets are neither recognised not disclosed.

18) Segment Reporting:

The Company identifies primary segments based on the dominant source, nature of risks and returns, internal organisation , management structure and the internal performance reporting systems. The accounting policies adopted for the segment reporting are in line with the accounting policies of the Company. Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment. Assets and liabilities which relate to the Company as a whole and are not allocable to segments on reasonable basis have been included under "unallocable asset/ liabilities".

66

TAYO ROLLS


Notes forming part of the Financial Statementsas at 31st March, 2015

Note 2(A) : Share Capital Rupees in lakhs

As at 31.03.2015 As at 31.03.2014

(1) Authorised: *15,000,000 Ordinary Shares of Rs. 10 each 1,500.00 1,500.00

(2) 8.50%, 335,00,000 Non Cumulative Redeemable 33,500.00 18,500.00Preference Shares of Rs. 100 each.(as at 31.03.2014: 18,500,000 Shares)

35,000.00 20,000.00

(3) Issued & Subscribed and fully-paid up:

(a) 10,260,935 Ordinary Shares of Rs. 10 each 1,026.09 1,026.09 10,260,935 Equity Shares of Rs.10 each fully paid up(As at 31.03.2014: 10,260,935 Shares)of the above 55,87,372 (as at 31.03.2014: 55,87,372 ) sharesof Rs. 10 each are held by Tata Steel Ltd., the holding Company

(b) 8.50%, 2,35,00,000 Non Cumulative Redeemable 23,500.00 17,200.00 Preference Shares of Rs. 100 each 215,00,000 8.50% Non Cumulative Redeemable PreferenceShares of Rs. 100 each are held by Tata Steel Ltd., the holdingCompany (as at 31.03.2014: 152,00,000) and 20,00,0008.50% Non Cumulative Redeemable Preference Shares ofRs. 100 each are held by Yodogawa Steel Works Ltd, Japan(as at 31.03.2014: 20,00,000)

(c) Forfeited Shares-amount originally paid up 0.04 0.04

Total Share Capital 24,526.13 18,226.13

Shareholder holding more than 5% of Ordinary shares As at 31.03.2015 As at 31.03.2014

% of Share Number of % of Share Number ofShares held Shares held

i Tata Steel Ltd. 54.45% 55,87,372 54.45% 55,87,372

ii Yodogawa Steel Works Ltd. 14.98% 15,36,704 14.98% 15,36,704

Shareholder holding more than 5% of Preference shares

i Tata Steel Ltd. 91.49% 2,15,00,000 88.37% 1,52,00,000

ii Yodogawa Steel Works Ltd. 8.51% 20,00,000 11.63% 20,00,000

*During the current period, pursuant to Section 13 (1) read with Section 55, 61, 64 and other applicable provision of the Companies Act, 2013, the Company has increased its authorized share capital from Rs 2,00,00,00,000 divided into 1,50,00,000 Equity Shares of Rs 10/- each and 8.50% Non-Cumulative 185,00,000 Preference Shares of Rs 100/- each to Rs 3,50,00,00,000 divided into 1,50,00,000 Equity Shares of Rs 10/- each and 8.50% Non-Cumulative 3,35,00,000 Preference Shares of Rs 100/- each. The Shareholders approval of such increase was obtained at the Extra -ordinary General Meeting held on 12th May, 2014.

**In accordance with the approval of shareholders at the Extra-ordinary General meeting held on 12th May, 2014, 63,00,000. 8.50% Non -cumulative Redeemable Preference Shares were allotted on preferential basis to Tata Steel Limited, the promoters of the Company.

67

TAYO ROLLS



Note 2(B): Share Capital

1 Reconciliation of number of shares

i) Equity share capital with face value of Rs 10 each As at 31st March, 2014 Addition Deletion As at 31st March, 2015

No. of Rupees No. of Rupees No. of Rupeesshares in lakhs shares in lakhs shares in lakhs

a) Authorized share capital 1,50,00,000 1,500.00 - - - 1,50,00,000 1,500.00

b) Issued share capital 1,02,60,935 1,026.13 - - - 1,02,60,935 1,026.13

c) Subscribed and fully paid-up 1,02,60,935 1,026.13 - - - 1,02,60,935 1,026.13

d) Subscribed and not fully - - - - - - - paid-up

ii) Preference share capital with face value of Rs 100 each

As at 31st March, 2014 Addition Deletion As at 31st March, 2015

No. of Rupees No. of Rupees No. of Rupees shares in lakhs shares in lakhs shares in lakhs

a) Authorized share capital 1,85,00,000 18,500.00 1,50,00,000 15,000.00 - 3,35,00,000 33,500.00

b) Issued share capital 1,72,00,000 17,200.00 63,00,000 6,300.00 - 2,35,00,000 23,500.00

c) Subscribed and fully paid-up 1,72,00,000 17,200.00 63,00,000 6,300.00 - 2,35,00,000 23,500.00

d) Subscribed and not fully - - - - - - - paid-up

2 Share Capital :

Rights, preferences and restrictions attached to shares

Equity Shares :

The Company has one class of equity shares having a par value of Rs 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing AnnualGeneral Meeting except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive theremaining assets of the Company after distribution of all preferential amounts, in the proportion to their shareholding.

Preference Shares :

8.50%, 235,00,000 Non Cumulative Redeemable Preference Shares of Rs. 100 each are entitled to a fixed rate of dividend @ 8.50% p.a. The issuer shall redeem the preference share together with all arrears of dividend, if any, in three equal installments atthe beginning of eighth year, ninth year and tenth year from the deemed date of allotment.

Preference Shares issued are redeemable on the following dates:

Amounts Rs. Lakhs Year of Redemption

2833.33 2019-20 2833.33 2020-215733.34 2021-22 5000.00 2022-23 5000.00 2023-242100.00 2024-25

23500.00

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TAYO ROLLS


Notes forming part of the Financial Statementsas at 31st March, 2015Note 3 : Reserves & Surplus Rupees in lakhs

As at 31.03.2015 As at 31.03.2014

(1) Securities Premium ReserveBalance as per last account 5,441.93 5,441.93

Less: Registration charges for increase in Authorised Share Capital - (50.58)

5,441.93 5,441.93

(2) Surplus / (Deficit)

Balance as per the last account (17,968.35) (10,463.91)

Debit Balance in statement of profit & loss (6,762.07) (7,504.44)

Adjustment arising on account of adoption ofSchedule II of the Companies Act, 2013 (43.95) -

(24,774.37) (17,968.35)

Total Reserves and Surplus (19,332.44) (12,526.42)

Note 4: Borrowings Rupees in lakhs

As at 31.03.2015 As at 31.03.2014

Long Term Short Term Total Long Term ShortTerm Total

(A) Secured Borrowings

(a) Term Loans

IDBI Bank Ltd 1,990.60 - 1,990.60 3,583.10 - 3,583.10

(Refer notes 1)

(b) Repayable on Demand

Cash Credit / Packing Credit from Banks

Bank of India - 3,581.10 3,581.10 - 3,573.66 3,573.66

IDBI Bank Ltd - 2,485.49 2,485.49 - 2,498.93 2,498.93

(Refer notes 2)

Total Secured Borrowings 1,990.60 6,066.59 8,057.19 3,583.10 6,072.59 9,655.69

(B) Unsecured Borrowings

Repayable on Demand

Tata Capital Financial Services - 1,000.00 1,000.00 - 1,000.00 1,000.00 Ltd (12.50%)

Strassenburg Pharmaceuticals) - - - - 200.00 200.00 Ltd (11.15%

Tata Coffee Ltd. (12.50%) - 500.00 500.00 - 500.00 500.00

- 1,500.00 1,500.00 - 1,700.00 1,700.00

Public Deposits- - - - 106.39 - 106.39

69

TAYO ROLLS


As at 31.03.2015 As at 31.03.2014

Buyer's credit Long Term Short Term Total Long Term Short Term Total

IDBI Bank Ltd - 339.92 339.92 - - -

Total Unsecured Borrowings - 1,839.92 1,839.92 106.39 1,700.00 1,806.39

Total Borrowings 1,990.60 7,906.51 9,897.11 3,689.49 7,772.59 11,462.08

(C) Terms of Repayment Number of Installment Repayment

Outstanding Amount (Rs Terms

Installments in Lakhs)

IDBI Bank Ltd 9.00 398.13 Quarterly

Notes: Nature of Security

1 Term loans from IDBI Bank Ltd. are secured by first charge on the fixed assets of the Company.

2 Cash credit account with Bank of India and IDBI Bank Ltd. are secured by hypothecation of all tangible movable assets of the Company including finished and semi-finished stocks, raw materials, stores and book debts ranking paripassu.In addition they are secured by way of second charge on the immovable properties of the Company ranking paripassu.

Rupees in lakhs

Note 5: Provisions

As at 31.03.2015 As at 31.03.2014

Long Term Short Term Total Term Long Term Short Term Total Term

Provision for employee benefits

(a) Post-employment Defined Benefits

(i) Retiring Gratuity 326.04 - 326.04 168.73 148.52 317.25

(ii) Pension Obligations 225.86 28.41 254.27 200.35 26.56 226.91

(iii) Post retirement medical benefits 591.97 23.73 615.70 505.62 22.05 527.67

(iv) Post retirement medical benefits 25.64 2.71 28.35 21.94 2.51 24.45 to Ex-Directors

(b) Other Post-employment Benefits

(i) Leave benefit scheme 454.27 48.86 503.13 382.94 49.73 432.67

1,623.78 103.71 1,727.49 1,279.58 249.37 1,528.95 Provision for employee separation 24.89 19.38 44.27 39.24 23.05 62.29 compensation

Provision for current tax - 118.53 118.53 - 118.53 118.53

[Net of advance of Rs. 500.38 lakhs (31.03.2014 : Rs. 500.38 lakhs)]

Provision for fringe benefit tax - 4.55 4.55 - 4.55 4.55

[Net of advance of Rs. 76.35 lakhs (31.03.2014 : Rs. 76.35 lakhs)]

Provision for contingencies & others

Warranty - 714.29 714.29 - 619.12 619.12

24.89 856.75 881.64 39.24 765.25 804.49

Total Provisions 1,648.67 960.46 2,609.13 1,318.82 1,014.62 2,333.44

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TAYO ROLLS


Notes forming part of the Financial Statements

as at 31st March, 2015Rupees in lakhs

Note 6:

As at 31.03.2015 As at 31.03.2014

Note 6(A) : Trade Payables

(a) Creditors for supplies / services 3,481.39 3,362.39

(b) Creditors for accrued wages and salaries 824.73 827.36

4,306.12 4,189.75

Note 6(B) : Other current liabilities

(a) Current maturities of long-term debt 1,592.52 1,604.47

(b) Advances received from customers 2,793.03 1,742.44

(c) Interest accrued but not due on borrowings 34.55 105.12

(d) Other liabilities 830.22 827.67

(e) Creditors for Capital Goods 512.25 448.50

(f) Liability towards Investors Education and Protection Fund

i) Unpaid dividends 0.17 0.17

ii) Unclaimed dividend 4.27 8.00

iii) Unpaid matured fixed deposits 0.20 6.87

5,767.21 4,743.24

Total Other current liabilities 10,073.33 8,932.99

71

TAYO ROLLS

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72

TAYO ROLLS


Notes forming part of the Financial Statementsas at 31st March, 2015Note 8: Investments Rupees in lakhs

As at 31.03.2015 As at 31.03.2014

No. of Non current Current Total Non-current Current Total shares/ units fully paid up

Trade Investment

Shares and Debentures in Associates

Quoted

Tata Construction & Projects Ltd. 32326 - - - - - - (Equity Shares of Rs 10 each) (net of provision of Rs 3.88 lakhs)

Tata Construction & Projects Ltd. 3000 - - - - - - (10% Secured Non-Convertible Debentures of Rs 100 each) (net of provision of Rs 3.00 lakhs)

Unquoted

Adityapur Toll Bridge Co. Ltd. 5000 - - - - - - (Equity Shares of Rs 10 each) (net of provision of Rs 0.50 lakhs)

Nicco Jubilee Park Limited 30000 - - - - - - ( Equity shares of Rs.10 each) (net of provision of Rs 3.00 lakhs)

Shares and Debentures in Others

Quoted

HDFC Bank Ltd. 2500 0.05 - 0.05 0.05 - 0.05 (Equity Shares of Rs 2 each)

Unquoted

Government Securities-Lodged 0.09 - 0.09 0.09 - 0.09 as security deposit with parties

Total Investments in Shares and 0.14 - 0.14 0.14 - 0.14 Debentures

Investments by type:

Investments in Equity Instruments 0.05 - 0.05 0.05 - 0.05

Investments in Government 0.09 - 0.09 0.09 - 0.09 or Trust Securities

Investments in Debentures - - - - - - and Bonds

Total Investments 0.14 - 0.14 0.14 - 0.14

Additional Details:

Carrying value of Quoted Investments 0.05 - 0.05 0.05 - 0.05

Market Value of Quoted Investments 25.57 25.57 18.72 18.72

Carrying value of Unquoted Investments 0.09 - 0.09 0.09 - 0.09

73

TAYO ROLLS


74


Note 9: Loans and advances Rupees in lakhs

As at 31.03.2015 As at 31.03.201 4

Long Term Short Term Total Long Term Short Term Total

Loans and advances :

(a) Capital advances 482.57 - 482.57 92.39 - 92.39

(b) Security deposits 126.13 - 126.13 126.55 - 126.55

(c) Advance with public bodies 185.97 226.95 412.92 185.97 208.65 394.62

(d) Other loans and advances

(i) Pre-paid advances - 17.76 17.76 - 5.24 5.24

(ii) Other Advances - 397.90 397.90 - 256.02 256.02

(e) Current tax assets (net)

(i) Advance payment against taxes 414.11 - 414.11 385.99 - 385.99

[Net of Provision of Rs.703.89 lakhs (31.03.2014 :Rs. 703.89 lakhs)]

(ii) Advance payment against fringe benefit taxes 0.17 - 0.17 0.17 - 0.17

[Net of Provision of Rs. 33.15 lakhs (31.03.2014 :Rs. 33.15 lakhs)]

Gross Loans and advances : 1,208.95 642.61 1,851.56 791.07 469.91 1,260.98

Classification of loans and advances :

Secured, considered good - - - - - -

Unsecured, considered good 1,208.95 642.61 1,851.56 791.07 469.91 1,260.98

Doubtful

Gross Loans and advances : 1,208.95 642.61 1,851.56 791.07 469.91 1,260.98

Note 10(A): Inventories Rupees in lakhs

As at 31.03.2015 As at 31.03.2014

(a) Raw materials (at lower of cost and realisable value) 1,112.31 732.37

(b) Semi-finished goods (at lower of cost and realisable value) 1,745.79 1,867.95

(c) Finished goods (at lower of cost and realisable value) 878.37 690.85

(d) * Stores and spares (at cost less write off for obsolescence) 1,983.20 1,668.12

Total Inventories 5,719.67 4,959.29

*Stores and spare parts includes the unamortized value of purchased moulds issued to production, Rs 1,158.62 lakhs (as at 31.03.2014: Rs 993.21 lakhs)

TAYO ROLLS


Note 10(B): Trade Receivables Rupees in lakhs

As at 31.03.2015 As at 31.03.2014

(a) Trade Receivables

(i) More than six months (from the date 871.43 1,010.45 they became due for payment)

(ii) Others 3,485.81 3,437.78

Gross Trade Receivables 4,357.24 4,448.23

Less: Provision for bad and doubtful debts 125.44 125.44

(b) Net Trade Receivables 4,231.80 4,322.79

Classification of Trade Receivables

Unsecured, considered good 4,231.80 4,322.79

Doubtful 125.44 125.44

Gross Trade Receivables 4,357.24 4,448.23


Note 11(A): Cash and Bank Balances Rupees in lakhs

As at 31.03.2015 As at 31.03.2014

(a) Cash and cash equivalents

(i) Cash in hand 0.07 0.12

(ii) Cheques, drafts on hand 22.22 42.69

(iii) Balances with banks

(a) In Current Account 557.37 2,681.60

Total Cash and cash equivalents 579.66 2,724.41

(b) Earmarked Balance with scheduled banks

(i) In deposit account for Public Deposit 3.02 18.05

(ii) In unpaid dividend accounts 4.42 8.16

7.44 26.21

Total Cash and Bank Balances 587.10 2,750.62

Note 11(B): Other Current Assets Rupees in lakhs

As at 31.03.2015 As at 31.03.2014

Other current assets

(1) Interest accrued on deposits, loans and advances 56.37 24.68

Total Other current assets 56.37 24.68

75

TAYO ROLLS


Note 12(A): Revenue from operations Rupees in lakhs

Year ended Year ended31.03.2015 31.03.2014

(1) Sale of products 13,740.61 14,476.20

(2) Sale of services 1,177.43 1,654.11 Gross Revenue from Operations 14,918.04 16,130.31 (3) Less: Excise duty recovered on sales 1,454.84 1,472.06

13,463.20 14,658.25

(4) Other operating income /Export Benefits (Duty Draw Back) 21.02 49.06 (5) Other Income

(i) Sale of miscellaneous goods 503.52 301.68 (ii) Sundry income 182.34 178.44

706.88 529.18

Total Revenue from Operations 14,170.08 15,187.43

Note 12(B): Other Income Rupees in lakhs


(1) Write back of liabilities no longer required 70.78 6.80

(2) Interest received on sundry advances, deposits, 45.45 19.09 customers’ balances etc

(3) Net (loss) / gain on foreign currency transactions 14.89 69.14 (other than finance cost)

Total Other Income 131.12 95.03


Note 13(A): Employee Benefit Expenses: Rupees in lakhs


(1) Salaries and wages, including bonus

(i) Salaries and wages including bonus 3,102.67 2,772.97

(ii) Employee separation compensation 2.35 3.39

3,105.02 2,776.36

(2) Contribution to provident and other funds 594.16 492.12

(3) Staff welfare expenses 165.83 174.90

759.99 667.02

Total Employee Benefit Expenses 3,865.01 3,443.38

(Note 13(B): Finance costs Rupees in lakhs


(a) Interest expense

(i) Fixed Loans 554.94 771.43

(ii) Interest on Others 1,017.58 1,111.91

Total finance costs 1,572.52 1,883.34

76

TAYO ROLLS


Note 14: Other Expenses Rupees in lakhs


(1) Consumption of Store and Spare parts 2,107.74 1,758.92

(2) Repairs & Maintenance to buildings 7.17 0.77

(3) Repairs & Maintenance to machinery 571.92 215.04

(4) Fuel oil consumed 1,485.06 1,912.60

(5) Power 1,540.57 1,821.88

(6) Freight and handling charges 329.17 292.70

(7) Rent 13.94 25.85

(8) Royalty 167.70 168.51

(9) Rates and taxes 30.49 35.94

(10) Registration charges for Increase in 98.69 - - Authorised Share Capital

(11) Provision for EPCG Expenses - 41.00

(12) Insurance charges 4.79 4.14

(13) Provision for doubtful debts and advances - 50.00

(14) Excise duties 51.12 45.27

(15) Other expenses -

(a) Product warranty charges 644.85 533.19

(b) Auditors remuneration and out-of-pocket expenses

(i) For audit 8.00 8.00

(ii) For taxation matters 1.50 1.50

(iii) For other services 1.10 1.00

(iv) for reimbursement of expenses - -

(c) Loss/ (Profit) on sale/write off of Tangible assets 70.47 4.02

(d) Legal and other professional costs 55.65 169.31

(e) Advertisement, Promotion & Selling Expenses 3.99 0.24

(f) Travelling Expenses 113.52 101.74

(g) Consultation Fees 96.96 96.26

(h) Rolls Machining Charges 163.01 164.07

(i) Customers Recovery 155.07 116.05

(j) Other General Expenses 863.88 773.86

2,178.00 1,969.24

Total Other Expenses 8,586.36 8,341.86


77

TAYO ROLLS


78

15.1 Contingent liabilities and commitments

15.1 (a) Claims against the Company not acknowledged as debt

As at31.03.2015 As at 31.03.2014i) Income Tax Appeals:

a) by the Company 259.09 259.09 b) by the Department 46.21 46.21

ii) Sales Tax 34.05 - iii) Excise

a) by the Company 271.89 271.89 b) by the Department 25.92 25.92

15.1(b) Guaranteesi) Under Export Promotion Capital Goods Scheme for 177.00 177.00

concessional duty on import of machinery furnished to the Customs authorities

ii) Bills discounted with Bankers - 170.98 15.1(c) Other money for which the company is contingently liable

i) Others Matters 26,361.00 27,203.25

Consequent to the judgment dated 2nd May, 2013 of Honorable Jharkhand high Court with regard to the applicability of power tariff structure on the Company’s Induction Furnace Unit from January 2000, The Jharkhand State Electricity Board (JSEB) has raised rectified energy bill dated 10th June, 2013 for Rs. 272.03 Crores (later claim revised to Rs 263.61 Crores). The Company has contested the judgment dated 2nd May, 2013 by way of filing an appeal (Later Patent Appeal) before the Honorable Jharkhand High Court which has been admitted on merit on 3rd July, 2013. The recified energy bill dated 10th June, 2013 has also been challendged separately beore the Honourable Jharkhand High Court. Meanwhile, JSEB has initiated Certificate proceedings for Rs 263. 61 Crores against the Comapny and Board of Directors, which has been challendged before the Certificate Officer. Pending the outcome, demand amount of Rs Rs. 263.61 Crores has been disclosed under Contingent liability Note [15.1(c)] above.

ii) Export Promotion Capital Goods Scheme 727.00 727.00

15.2 Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 829.70 lakhs (as at31.3.2014: Rs. 786.08 lakhs) against which advances paid Rs. 482.57 Lakhs (as at 31.3.2014 : Rs. 92.39 lakhs).

15.3 Sundry Creditors includes dues in respect of Micro, Small and Medium Enterprises Development Act 2006 underSection 22

Rupees in lakhs

As at 31.03.2015 As at 31.03.2014

a) Principal Amount 73.97 44.39

b) Interest due and Payable 6.02 5.52

Interest is reckoned as due from the date of receipt of bill by the Company from the Vendor who has sentintimation of registration under the Act.

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified onthe basis of information collected by the Management. This has been relied upon by the auditors.

15.4 The period end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given below:

Amount in Foreign Currency Rupees in lakhs

Euro GBP USD JPY Amount in INR

Amount receivable from Export of goods - - 2.59 4.93 - 548.14

(2.51) (5.60) (8.18) - (1,162.09)

Amount payable for:

Import of goods 3.08 - 2.08 - 339.92

(0.02) - (4.07) - (248.28)

Royalty - - 1.65 448.94 337.26

- - (2.28) (304.53) (321.37)

Figures in brackets are for the previous year.


Note-15 Rupees in lakhs

TAYO ROLLS


15.5 TURNOVER, CLOSING AND OPENING STOCKS OF GOODS PRODUCED

Class of Products Turnover @ Closing Stocks Opening Stocks

Tonnes Rupees Tonnes Rupees Tonnes Rupees

a) Rolls

(i) Steel, Steel Base * *

and Cast Iron Rolls 6,897 9,777.29 105 149.46 156 202.24

(6712) (10117.30) (156) (202.24) (133) (157.00)

(ii) Forged Rolls 908 2,211.15 11 22.73 53 99.10

(912) (2325.40) (53) (99.10) (-) (-)

(iii) Roll Castings (for sale) - - - - - -

(Note III, item 1 above) (93) (82.33) (-) (-) (-) (-)

b) Pig Iron

(i) Others - Pig Iron Skull etc. - 373.67 - 436.96 - 241.56

(-) (501.85) (-) (241.56) (-) (158.00)

c) Ingots 1,077 590.26 247 159.73 133 92.72

(634) (317.79) (133) (92.72) (55) (25.00)

d) Engineering Forgings 472 788.23 10 14.60 8 9.96

(827) (1131.52) (8) (9.96) (-) (-)

e) Conversion Income - 1,177.44 - - - -

(-) (1654.12) (-) (-) (-) (-)

TOTAL 14,918.04 783.48 ** 546.48

(16130.31) (645.58) (340.00)

Notes:

(i) @ includes excise duty recovered from customers

(ii) * after adjustment for stocks value written down and transferred to Semi-finished Stock

(iii) ** Value of closing stocks excludes the amount of Excise Duty loaded on stocks

(iv) Figures in brackets are in respect of the previous year.

15.6 CONSUMPTION OF RAW MATERIALS

2014-15 2013-14

Quantity Rs. Lakhs Quantity Rs. Lakhs

Tonnes Tonnes

a) Scrap (net of own generated scrap) 5,095 1,483.07 3,923 940.16

b) Ferro Moly 39 460.99 46 438.30

c) Other Ferro Alloys 699 1,023.08 697 936.17

d) Nickel 91 1,028.23 89 860.28

e) Fluxes 807 173.85 971 171.42

f) Coke - - - -

g) Others 864.30 1,330.33

5,033.52 4,676.66

Notes: Consumption figure shown above are after adjusting excess and shortage ascertained on physical count.

Notes forming part of the Financial Statementsas at 31st March, 2015Note-15 (Contnd.)

79

TAYO ROLLS


80

2014-15 2013-14

15.7 C.I.F. VALUE OF IMPORTS:

Components, stores & spare parts 335.55 67.16

Raw Material 199.58 331.97

Capital Goods 411.61 64.42

15.8 EXPENDITURE IN FOREIGN CURRENCY:

a) Consultancy Charges 31.92 4.84

b) Foreign Travel 4.69 3.35

c) Royalty 167.70 168.51

d) Others 3.09 1.60

15.9 CONSUMPTION OF IMPORTED AND INDIGENOUS MATERIALS

Value of consumption of imported and indigenously obtained raw materials, components, stores and spare parts and thepercentage of each to the total consumption:

2014-15 2013-14

% Rs. Lakhs % Rs. Lakhs

a) Raw Materials:

Imported 22.28 1,121.62 18.40 860.28

Indigenous 77.72 3,911.90 81.60 3,816.38

b) Components, stores and spare parts:

Imported 9.89 208.37 8.59 151.02

Indigenous 90.11 1,899.37 91.41 1,607.90

Note: Stores and spare parts consumption includes amortization of moulds Rs.101.08 lakhs (2013-14 : Rs. 76.87 lakhs)

2014-15 2013-14

Quantity Rs. Lakhs Quantity Rs. Lakhs

Tonnes Tonnes

15.10 PURCHASES OF SEMI-FINISHED PRODUCTS

Semi finished Cast Rolls 88.65 43.47 187.00 94.71

15.11 EARNINGS IN FOREIGN EXCHANGE: Rs. Lakhs

2014-15 2013-14

FOB value of Exports

(including value of exports through export house/agents) 1,329.31 2,387.88

15.12 EXCEPTIONAL ITEMS:

(a) Denotes Retiral Benefit to Ex - Director

a) Pension nil (2013-14 : Rs 92.76 lakhs), b) Post Retirement Medical Benefits nil (2013-14 : Rs 14.95 lakhs) and c) Ex-Gratia nil (2013-14 : Rs 8.40 lakhs).

(b) The Company has carried an impairment review of its fixed assets based on changes in circumstances indicating that theircarrying amount may not be recoverable. Based on the review, the Company has made a provision in the financialstatements for Rs 794.00 lakhs (2013-14: Rs 1,797.89 lakhs) towards write down of assets pertaining to integrated facilities formanufacture of Forging Quality Ingots, Engineering Forgings and Forged Rolls.

Notes forming part of the Financial Statementsas at 31st March, 2015Note-15 (Contnd.) Rupees in lakhs

TAYO ROLLS


81


15.13 The Wage Agreement dated 08.04.2009 and dated 23.03.2010 between the Company and the Tayo Workers Union expired on 31.12.2011 & 30.09.2014 and fresh agreements are under negotiation. Pending finalisation of these negotiations, provisionson an estimated basis has been made and included in Salaries and Wages, under the head "Employees Benefit Expense" Item1 (i) of Note 13 (A). No separate allocation has been made towards the Company's contribution to provident and other fundsincluded therein. Any adjustments necessary, consequent on final determination of the liability pertaining to the period ended31st March, 2015 will be made in the year in which negotiations are concluded.

15.14 End use of funds raised from the issue of 8.50%, Rupees in lakhsNon-Cumulative Redeemable Preference Shares

2014-15 2013-14

Balance as on 01.04.2014 2,267.88 1,225.79

Fund raised during the year 6,300.00 8,700.00

Utilisation of Fund

a) Capital expenditure 1,749.85 400.29

b) Working capital 6,722.08 7,257.62

c) Unutilised monies as at 31 March, 2015 95.95 2,267.88

1 The company has recognized, in the statement of profit and loss for the current year, the following expenses under the defined contribution plans. Rupees in lakhs

Benefit (Contribution to) 2014-15 2013-14

Provident Fund 205.17 211.86

Superannuation Fund 111.06 99.31

TAYO Employees Pension Scheme 21.63 20.75

Total 337.86 331.92

2 The company operates post retirement defined benefit plans as follows:

a. Funded

i) Post Retirement Gratuity

b. Unfunded:

i) Post Retirement Medical benefits

ii) Pension to Directors

2 (a) (i) Details of the Post Retirement Gratuity plan are as follows:

Rupees in lakhs

Description 2014-15 2013-14

1. Reconciliation of opening and closing balances of obligation

a. Obligation as at the beginning of the year 1,138.48 1,076.60

b. Current Service Cost 57.86 56.73

c. Interest Cost 86.13 81.90

d. Obligation of new companies - -

e. Acquisitions - 7.19

f. Actuarial (gain)/loss 152.10 71.76

g. Exchange rate variation - -

h. Benefits paid (362.85) (155.70)

i. Obligation as at the end of the year 1,071.72 1,138.48

The defined benefit obligation as at the end of the year is wholly funded by Company

Notes 16: Disclosure relating to Accounting Standard AS 15

Note-15 (Contnd.)

TAYO ROLLS


82

2. Change in Plan Assets (Reconciliation of opening 2014-15 2013-14& closing balances)

a. Fair Value of plan assets as at beginning of the year 821.23 769.55

b. Acquisition Adjustment - 7.19

c. Expected return on plan assets 62.99 63.55

d. Actuarial gain/(loss) (23.20) (13.36)

e. Contributions 247.52 150.00

f. Benefits paid (362.86) (155.70)

g. Fair Value of plan assets as at the end of the year 745.68 821.23

3. Reconciliation of fair value of assets and obligations

a. Fair value of plan assets as at the end of the year 745.68 821.23

b. Present value of obligation as at the end of the year 1,071.72 1,138.48

c. Amount recognized in the balance sheet (326.04) (317.25)

4. Expense recognized in the period

a. Current service cost 57.86 56.73

b. Interest cost 86.13 81.90

c. Expected return on plan assets (62.99) (63.55)

d. Actuarial (gain)/loss 175.30 85.12

e. Exchange rate variation - -

f. Expense recognized during the year 256.30 160.20

The expense is disclosed in the line item – Company's contribution to Gratuity Fund

5. Investment Details % Invested % Invested

a. GOI Securities 2.72 0.25

b. Public Sector unit Bonds 39.12 33.97

c. State / Central Government Guaranteed Securities 6.69 2.46

d. Special Deposit Schemes 47.17 43.96

e. Others (including bank balances) 4.30 19.36

100.00 100.00

6. Assumptions

a. Discount rate (per annum) 7.90% p.a. 9.00% p.a.

b. Estimated rate of return on plan assets (per annum) 8.25% p.a. 8.25% p.a.

c. Rate of escalation in salary (per annum) 5.00% p.a. 5.00% p.a.

Notes 16: Disclosure relating to Accounting Standard AS 15 (Contd.)


Rupees in lakhs

TAYO ROLLS


83

2(b) Details of unfunded post retirement defined benefit obligations are as follows: (Contd.)

2014-15 2013-14

Description Post Pension Leave Post Pension LeaveRetirement to Retirement to

Medical Directors Medical Directorsbenefits benefits

1. Reconciliation of opening and closing balances of obligation

a. Obligation as at the 552.13 226.91 432.67 505.79 190.73 453.44 beginning of the year

b. Current/Employer Service Cost 19.48 - 114.57 23.85 - 102.23

c. Interest Cost 48.59 19.28 33.62 40.24 11.64 32.03

d. Obligation of new companies - - - - - -

e. Actuarial (gain)/loss 49.20 38.00 40.60 5.01 44.72 (29.34)

f. Past service cost - - - - - -

g. Exchange rate variation - - - - - -

h. Benefits paid (25.35) (29.92) (118.33) (22.76) (20.18) (125.69)

i. Obligation as at the end 644.05 254.27 503.13 552.13 226.91 432.67 of the year

2. Expense recognized in the period

a. Current /Employer service cost 19.48 - 114.57 23.85 - 102.23

b. Interest cost 48.59 19.28 33.62 40.24 11.64 32.03

c. Past service cost - - - - - -

d. Exchange rate variation - - - - - -

e. Actuarial (gain)/loss 49.20 38.00 40.60 5.01 44.72 (29.34)

f. Expense recognized in the period 117.27 57.28 188.79 69.10 56.36 104.92

The expenses in relation to (a) Medical - Rs 117.13 lakhs (2013-14 Rs 69.10 lakhs), (b) Pension to Directors Rs 57.28 lakhs (2013-14 Rs 56.36 lakhs) and (c) Leave Rs 188.79 lakhs (2013-14 Rs 104.92 lakhs) are included in item 1 (i) Salaries and wages including bonus of Note 13 (A) Employee Benefit Expense of the Statement of Profit and Loss.

3. Assumptions

a. Discount rate (per annum) as 9.00% p.a. 9.00% p.a. 9.00% p.a. 8.20% p.a. 8.20% p.a. 8.20% p.a.at the beginning of the year

b. Discount rate (per annum) as 7.90% p.a. 7.90% p.a. 7.90% p.a. 9.00% p.a. 9.00% p.a. 9.00% p.a.at the end of the year

c. Medical costs inflation rate 6.50% 7.00%

d. Average medical cost (Rs/person) Rs. 7839/- Rs. 6687/-at the beginning of the year

e. Average medical cost (Rs/person) Rs. 8349/- Rs. 7839/-at the end of the year

f. Effect of a 1% change in health Increase Decrease Increase Decrease care cost, on (7.50% p.a.) (5.50% p.a.) (8% p.a.) (6% p.a.)

- aggregate current service 11.04 8.80 10.09 8.11 and interest cost

- closing balance of obligation 103.17 82.21 84.10 67.55



Rupees in lakhs

TAYO ROLLS


84

2(c) The estimate of future salary increases take into account inflation, seniority, promotion and other relevant factors.

2(d) Other disclosures:

Benefit 2014-15 2013-14 2012-13 2011-12 2010-11

Retiring Gratuity

Defined benefit obligation (1,071.72) (1,138.48) (1,076.60) (965.94) (973.09)

Plan assets 745.69 821.23 769.55 680.44 744.87

Surplus/(deficit) (326.03) (317.25) (307.05) (285.50) (228.22)

Experience adjustment on plan liabilities - gain/(loss) (57.46) (55.01) (40.91) (78.10) (170.99)

Experience adjustment on plan assets - gain/(loss) (23.20) (13.36) 30.39 (0.77) 11.01

Medical

Defined benefit obligation (643.91) (548.43) (505.79) (494.02) (449.47)

Plan assets - - - -

Surplus/(deficit) (643.91) (548.43) (505.79) (494.02) (449.47)

Experience adjustment on plan liabilities - gain/(loss) 0.58 (70.48) (15.99) 13.02 (34.28)

Experience adjustment on plan assets - gain/(loss) - - - - -

Pension to Retired Directors


Plan assets - - - -

Surplus/(deficit) (254.27) (188.18) (190.73) (152.86) (145.73)

Experience adjustment on plan liabilities - gain/(loss) (18.34) (50.90) (42.43) (19.61) (2.85)


Leave


Plan assets - - - - -

Surplus/(deficit) (503.13) (432.67) (453.44) (455.28) (443.10)

Experience adjustment on plan liabilities - gain/(loss) 4.04 37.42 85.32 8.81 (32.93)




TAYO ROLLS


Note 17: Segment disclosures Rupees in lakhs

Note 17(1): Primary Segment-Business

Roll Pig Iron Ingot Engg Un- TotalForgings allocable

REVENUE

External Sales (Net of excise duty) 11656 1562 1978 746 125 16067

(11956) (2443) (2337) (1006) (20) (17762)

Inter segment Revenue -313 -1453 -1766

(-427) (-2053) (-2480)

Total Revenue 11656 1249 525 746 125 14301

(11956) (2016) (284) (1006) (20) (15282) RESULTS

Segment result -3849 175 -408 -812 -45 -4939

(-2991) (556) (-574) (-1378) (-71) (-4458)

Profit from operation -3849 175 -408 -812 -45 -4939

(-2991) (556) (-574) (-1378) (-71) (-4458)

Income from Investment - -

(-) (-)

Interest Expenses (Net) -1029 -1029

(-1132) (-1132)

Profit Before Tax & Extra-ordinary/Exceptional item -5968

(-5590)

Exceptional Item -794 -794

(-1914) (-1914)

Profit before Tax -6762

(-7504)

Tax -

(-)

Profit after Tax -6,762

(-7504)

OTHER INFORMATION

Segment Assets 18,116 2,480 3,668 3,378 131 27,773

(17,894) (1,048) (3,414) (3,568) (2,504) (28,428)

Total Assets 18,116 2,480 3,668 3,378 131 27,773

(17,894) (1,048) (3,414) (3,568) (2,504) (28,428)

Segment Liabilities 7,498 1,609 1,201 2117 10,154 22,579

(7,736) (722) (1,594) (2,958) (9,719) (22,729)

Total Liabilities 7,498 1,609 1,201 2,117 10,154 22,579

(7,736) (722) (1,594) (2,958) (9,719) (22,729)

Capital Expenditure 338 1,291 45 72 1,006 2,752

(583) (12) (36) (41) (33) (705)

Depreciation 818 105 127 251 4 1,305

(1,013) (343) (441) (457) (2) (2,256)

Figures in brackets are for previous year.


85

TAYO ROLLS


86

Note 17(2): Secondary Segment-Geography 2014-15 2013-14

Note 17(2)(a): Revnue by Geographical market

India 12,972 12,894

Outside India 1,329 2,388

14,301 15,282

Note 17 (2)(b): Capital expenditure incurred

India 2,752 705

Outside India - -

2,752 705

Note 17 (2)'(c): Carrying amount of Segment Assets

India 27,773 28,428

Outside India - -

27,773 28,428

Notes:

(i) The company has disclosed Business Segment as the primary segment. Segments have been identified taking into account the nature of products, the differing risks and returns, the organizational structure and internal reporting system. Thecompany's operations predominantly relate to manufacture of Rolls, Pig Iron, Ingots and Engineering Forgings.

(ii) Segment revenue, segment results, segment assets and segment liabilities include the respective amounts identifiable to each of the segments as also amounts allocated on a reasonable basis. The expenses, which are not directly relatable to thebusiness segments, are shown as unallocated cost. Assets & Liabilities that cannot be allocated between segments are shownas unallocated assets & liabilities respectively.

(iii) Transaction between segments are primarily for materials which are transferred at market determined price and common costsare apportioned on a reasonable basis.

Note 17: Segment disclosures( Contd.)

Note 18: Related party disclosures

Nature of transactions Holding Fellow Key TotalCompany Subsidiaries Managerial

Personnel

Purchase of Goods

Tata Steel Limited 1,037.37 1,037.37 (1,349.58) (1,349.58)

Tata Steel Limited-Internal Consumption of Pig iron 761.80 761.80 (840.81) (840.81)

Tata-Metaliks Di Pipes 52.44 52.44 (-) (-)

Tata Sponge Iron Ltd 87.40 87.40 (20.55) (20.55)

1,799.17 139.84 1,939.01 (2,190.39) (20.55) (2,210.94)

Sale of Goods


Tata Steel Europe 967.86 967.86 (1,327.89) (1,327.89)

Indian Steel & Wire Products Limited 13.31 13.31 (70.98) (70.98)

Tinplate Company of India Ltd 286.67 286.67 (364.00) (364.00)


Rupees in lakhs

Rupees in lakhs

TAYO ROLLS


87

Nature of transactions Holding Fellow Key Key TotalCompany Subsidiaries Managerial

Personnel

3,131.88 1,267.84 4,399.72 (3,640.08) (1,762.87) (5,402.95)

Receiving of Services

Tata Steel Limited 475.82 475.82 (405.11) (405.11)

TKM Global Logistics Limited 201.93 201.93 (181.99) (181.99)

Jamshedpur Utilities Services Company 1,540.00 1,540.00 (1,820.75) (1,820.75)

Tata Martrade International Logistics Ltd - - (2.49) (2.49)

475.82 1,741.93 2,217.75 (405.11) (2,005.23) (2,410.35)

Rendering of Services

Tata Steel Limited - Conversion Account 1,183.88 1,183.88 (1,776.38) (1,776.38)

Tata Steel Limited - Conversion Account - - - Coke reimbursement (127.23) (127.23)

1,183.88 1,183.88 (1,903.61) (1,903.61)

Interest Income

Jamshedpur Utility Services Company 6.28 6.28 (5.67) (5.67)

Interest Expenses

Tata Steel Limited - - (76.07) (76.07)

Management Contracts including deputation of employees

Tata Steel Ltd - Services received 18.32 18.32 (-) (-)

The Indian Steel & Wire Products Limited, Ex- Director 7.26 7.26 (-) (-)

18.32 7.26 25.57 (-) (-) (-)

Advance

Tata Steel Limited (MBF) 1,006.89 1,006.89

(-) (-)

Short Term Loan

Tata Steel Limited (ICD) - - (3,300.00) (3,300.00)

Issue of Preference Shares


6,300.00 6,300.00 (8,700.00) (8,700.00)

Note 18: Related party disclosures (Contd.)


Rupees in lakhs

TAYO ROLLS


88


Personnel

Outstanding Receivables


Indian Steel & Wire Products Limited 5.87 5.87 (1.43) (1.43)

Tata Steel Europe 246.08 246.08 (619.74) (619.74)

Tinplate Company of India Ltd 24.61 24.61 (40.60) (40.60)

Tata Martrade International Logistics Ltd - - (1.19) (1.19)

Tata Steel,Sales Office (Burmamines) 6.89 6.89 (2.75) (2.75)

Tata Steel Limited (Tube -Division) 0.17 0.17 (0.17) (0.17)

Tata-Metaliks Di Pipes 1.94 1.94 (-) (-)

510.25 278.50 788.75 (440.10) (662.96) (1,103.06)

Deposits Given

Jamshedpur Utilities Services Company 70.00 70.00 (70.00) (70.00)

Jamshedpur Utilities Services Company (Interest) 6.28 6.28 (5.67) (5.67)

76.28 76.28 (75.67) (75.67)

Outstanding Payables


Tata Steel Limited- Advance received 1,500.00 1,500.00 (1,500.00) (1,500.00)

Tata Steel Limited- Advance received (MBF) 1,006.89 1,006.89 (-) (-)

Tata Steel Limited- Material taken on Loan 100.46 100.46 (100.46) (100.46)

Indian Steel & Wire Products Limited - Ex Director 3.02 3.02 (10.66) (10.66)

Note 18: Related party disclosures (contd.) Rupees in lakhs


TAYO ROLLS


89

Note 18: Related party disclosures (contd.)


Personnel

Outstanding Payables (Contd.)

TKM Global Logistics Limited 20.32 20.32 (37.86) (37.86)

Tata Sponge Iron Ltd 8.40 8.40 (-) (-)

Jamshedpur Utilities Services Company 89.85 89.85 (100.42) (100.42)

2,875.26 121.59 2,996.85 (1,840.51) (148.94) (1,989.45)

Issue of Preference Shares


Yodogawa Steel Works Limited 2,000.00 2,000.00 (2,000.00) (2,000.00)

23,500.00 23,500.00 (17,200.00) (17,200.00)

Mr K S Marar ( Managing Director) 39.99 39.99 (35.36) (35.36)

Mr Hydeashwar Jha - -

(50.15) (50.15)

39.99 39.99

(85.51) (85.51)

Note:

Figure in bracket are for the previous year

2014-15 2013-14

Loss After Tax (6,762.07) (7,504.44)

Weighted average number of ordinary 1,02,60,935 1,02,60,935

shares for Basic/Diluted EPS

Nominal value of Shares Rs. 10 Rs. 10

Basic and diluted EPS Rs. (65.90) Rs. (73.14)

Note 20: Deferred Tax :

31.03.2015 31.03.2014

Deferred Tax Liability (Net) consists of

a) Book/Tax depreciation difference (733.83) (890.94)

b) Provision for LTC & others 23.54 53.09

c) Employee Benefits 159.13 150.60

d) Amortization of Deferred Expenditure (13.68) (19.25)

e) Carry forward of business loss (restricted to 564.84 706.50 the extent of deferred tax liability)

Deferred Tax Assets / Liability - -

Note 19:Earnings (Loss) Per Share (EPS) :

Rupees in lakhs


Rupees in lakhs

Rupees in lakhs

TAYO ROLLS


90

In accordance with the Accounting Policy and AS-29, provision has been made for estimated warranty liability in respect of rollssold to customers. Details are as follows :

2014-15 2013-14

1. Provision as at 1st April, 2014 619.12 509.78

2. Provision made during the year 644.85 533.19

3. Deduct : Claims settled during the year (549.68) (423.85)

4. Provision as at 31st March, 2015 714.29 619.12

Note 22: Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year'sclassification / disclosure.

Signature to Notes 1 to 22



Abhijit Bandyopadhyay K. SHANKAR MARAR ANAND SENPartner Managing Director Chairman

DIN: 06656658 DIN: 00237914

PRASHANT KUMAR SURESH PADMANABHANKolkata, 21st April, 2015 Company Secretary Dy. Chief Financial Officer

Notes forming part of the Financial Statementsas at 31st March, 2015Note 21:Disclosure under AS-29 of ICAI Rupees in lakhs

TAYO ROLLS


FINANCIAL STATISTICSREVENUE ACCOUNTS CAPITAL ACCOUNTS Share

(Rupees)Share

Sl. Year Sale of Depre-No. products Dividend Share Gross Net Shares of Rs. 100/-

& Other Tax Tax ings Block Block eachIncome

(Rupees in Lakhs) (Rupees in Lakhs) (Rupees)

1 1969-70 58.33 16.08 (-)14.16 — — 249.32 — 370.62 647.62 606.50 — —

2 1970-71 314.66 47.50 17.71 — — 249.66 — 413.00 667.74 599.95 99.87 7.08

3 1971-72 336.55 52.19 39.09 — 6% 249.78 44.70 422.11 681.09 563.34 117.79 15.64

4 1972-73 330.93 52.40 9.42 — 6% 249.88 39.12 373.12 687.67 516.96 115.60 3.77

5 1973-74 338.52 53.13 2.83 — — 249.92 26.95 341.57 700.75 475.83 110.75 1.13

6 1974-75 502.03 53.53 36.19 — 10% 249.93 38.15 291.15 724.19 448.84 125.23 14.48 tax Free

7 1975-76 481.43 55.28 23.61 — 5% 249.94 49.25 264.41 733.53 403.30 119.68 9.44tax Free

8 1976-77 555.96 54.44 53.04 — 5% 249.95 89.79 210.66 743.38 358.47 135.90 21.22tax Free

9 1977-78 601.89 54.62 62.99 — 6% 249.98 137.80 148.51 781.42 311.59 155.15 25.20tax Free

10 1978-79 733.35 57.94 115.61 51.00 12% 249.98 172.41 139.37 786.05 289.39 169.00 25.85

11 1979-80 830.35 54.40 103.36 63.00 12% 249.98 182.78 116.52 802.81 251.81 173.15 16.15

12 1980-81 865.36 32.07 97.43 55.00 12% 249.98 195.22 85.05 814.08 231.62 178.13 16.98

13 1981-82 1117.36 42.07 126.19 28.00 15% 249.98 255.92 89.73 976.28 353.12 202.41 39.29

14 1982-83 1586.76 47.05 84.52 25.00 15% 249.98 277.95 92.64 1088.45 419.43 211.23 23.82

15 1983-84 1579.14 68.36 65.69 38.00 10% 249.98 280.65 73.86 1142.24 404.89 212.31 11.09

16 1984-85 1894.43 60.19 89.40 48.80 15% 249.98 283.76 57.47 1184.04 390.61 213.55 16.25

17 1985-86 2308.38 41.51 306.25 147.00 20% 249.98 425.02 183.42 1266.03 463.42 270.07 63.72

18 1986-87 2661.89 48.88 95.57 22.00 20% 249.98 448.61 228.37 1390.37 539.84 279.51 29.44

19 1987-88 2978.52 64.66 104.28 31.00 15% 249.98 484.40 775.56 1428.89 523.31 293.83 29.32

20 1988-89 3396.64 83.89 16.60 2.65 15% 249.98 477.54 901.35 1921.42 949.06 291.08 5.58

Shares of Rs.10/- each

21 1989-90 4100.40 106.17 81.66 13.25 18% 249.98 500.97 1003.86 2025.62 947.32 30.05 2.74

22 1990-91 4351.72 113.65 235.70 36.00 25% 249.98 638.18 968.96 2167.76 994.07 35.54 7.99

23 1991-92 4891.95 137.93 247.72 106.00 25% 249.98 717.42 2220.74 3339.54 2035.72 38.71 5.67

24 1992-93 5113.27 231.41 407.93 150.00 25% 547.32 1154.45 2086.59 4429.44 2899.37 31.10 4.71

25 1993-94 6776.30 370.70 344.55 93.00 25% 547.32 1269.18 2230.08 5040.38 3142.06 33.19 4.59

26 1994-95 6224.20 423.10 403.28 130.00 25% 547.32 1371.97 2010.63 5256.62 2937.35 35.07 4.99

1995-96 6781.96 428.59 405.51 120.00 27.5% 547.32 1438.40 1970.25 5403.74 2656.00 36.28 5.22

1996-97 7331.59 418.30 537.22 231.00 27.5% 547.32 1579.26 1767.07 5702.49 2543.24 38.86 5.60

1997-98 7350.62 438.06 708.80 280.00 30% 547.32 1827.47 1671.63 6041.52 2525.61 43.39 7.84

1998-99 7603.76 466.81 692.91 158.00 32.5% 547.32 2164.94 2328.91 7801.1 1 3951.50 49.56 9.77

1999-2000 8907.66 553.28 736.56 269.00 32.5% 547.32 2435.07 1534.30 7724.29 3501.55 54.49 8.54

2000-01 9433.94 543.51 567.82 205.00 32.5% 547.32 2601.88 1609.33 7740.88 3060.30 57.54 6.63

2001-02 9577.14 518.26 211.40 78.05 22% 547.32 2185.88 965.58 7855.73 2712.34 49.94 2.44

2002-03 466.60 627.38 220.00 27% 547.32 2426.73 706.58 7994.84 2398.28 54.34 7.45

2003-04 10430.65 424.14 595.78 173.16 27% 547.32 2682.65 783.45 8062.74 2068.64 59.02 7.72

2004-05 14045.73 418.73 842.40 233.75 40% 547.32 2832.94 3036.31 10084.14 3768.12 61.76 11.12

2005-06 516.61 756.46 141.90 40% 547.32 3197.88 3267.07 10160.93 3381.99 68.43 11.23

2006-07 22154.81 492.88 1532.50 469.95 42.5% 547.32 3617.68 2839.85 10362.06 3115.94 76.10 19.41

2007-08 24678.77 421.56 983.44 348.37 40% 547.32 4182.15 3608.76 13077.48 5479.78 86.43 11.60

2008-09 18929.72 354.13 (-)1839.52 (-)165.9 (-) 1026.13 7959.98 8655.41 22075.61 14192.18 87.57 (-)23.68

2009-10 14236.63 395.56 (-)1153.30 (-) (-) 1026.13 6806.68 11988.94 27256.11 19029.55 76.30 (-)11.24

2010-11 14727.86 562.17 (-)3044.00 (-) (-) 1026.13 5540.05 16670.19 30243.82 21458.17 96.40 (-)29.67

2011-12 15232.80 1810.94 (-)5312.39 (-) (-) 9526.13 (-)1597.56 13874.24 27939.71 17343.51 64.00 (-)51.77

2012-13 19644.96 1915.64 (-)3373.84 (-) (-) 9526.13 (4971.40) 15027.18 29048.46 16548.01 44.80 (-)32.88

27

28

29

30

31

32

33

34

35

36

37

38

39

40

41

42

43

44

45

46

2013-14

2014-15

16754.52

15756.04

2255.70

1304.70

(-)7504.44

(-)6762.07

(-)

(-)

(-)

(-)

18226.13

24526.13

(12526.42)

(19332.44)

13066.55

11489.63

29903.26 13472.80

32426.31

49.50

69.00

(73.14)

(65.90) 13877.03

10010.83

18447.56

91

TAYO ROLLS


NOTES

92

TAYO ROLLS


93

NOTES

92

TAYO ROLLS


94

NOTES

TAYO ROLLS


95

NOTES

TAYO ROLLS

96

NOTES

Sapling distribution

Green Tay

TAYO ROLLS LIMITEDAnnex-2, General Office, Tata Steel Limited,

Bistupur, Jamshedpur - 831 001, Jharkhand, India.Corporate Identity No. : L27105JH1968PLC000818

Phone No.: 0657 - 6627140/141/142 | Website : www.tayo.co.in

tayo.co.in · management team (as on 21.04.2015) mr. k. shankar marar - mr. abhijit mitra - vice...

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