TAYO ROLLS LIMITED · 2014-11-29 · TAYO ROLLS Forty-Fifth annual report 2012-13 4 NOTICE THE FORTY-FIFTH ANNUAL GENERAL MEETING OF TAYO ROLLS LIMITED will be held at Tata Management

th45 Annual Report 2012 - 2013

TAYO ROLLS LIMITED

Board of Directors (As on 25.04.2013)

Mr. Dipak K. Banerjee

Mr. V. S. N. Murty

Mr. Osamu Nishimura

Mr. Sudev C. Das

Prof. Ranjan Das

Mr. Hridayeshwar Jha(Managing Director)

Mr. Anand Sen (Chairman)

Dr. S. K. Bhattacharyya

REGISTERED OFFICE XLRI New Administrative Building,XLRI Campus, Circuit House Area (East),

Jamshedpur - 831 001

BANKERS Bank of IndiaIDBI Bank Ltd

State Bank of IndiaHDFC Bank Ltd

Axis Bank Ltd

STATUTORY AUDITORS M/s Deloitte Haskins & SellsChartered Accountants

COST AUDITORS M/s Shome & BanerjeeCost Accountants

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

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

INVESTORS DEDICATED E-MAIL [email protected]

Mr. Hridayeshwar Jha - Managing Director

Mr. Abhijit Mitra - Vice President (Marketing)

Mr. R. R. Mishra - Vice President (HR & IR)

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

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

Mr. S. K. Bandhopadhaya - Sr. General Manager (Operations)

Mr. N. G. Murty - General Manager (P & Engg.)

Mr. Amit K. Gupta - General Manager (TQM)

Mr. Prashant Kumar - Company Secretary & C.O.

Management Team(As on 25.04.2013)

Forty-Fifth annual report 2012-13TAYO ROLLS

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Tayo Rolls Limited Visit us at : www.tayorolls.co.in

CONTENTS

Chairman’s Statement 2

Highlights 3

Notice 4

Director's Report 10

Management Discussion and Analysis 18

Certification by CEO & DGM (F & A) 21

Certificate on Corporate Governance 21

Corporate Governance Report 22

Auditors' Report 31

Annexure to Auditors' Report 32

Balance Sheet 34

Profit and Loss Account 35

Cash Flow Statement 36

Notes forming part of the Financial Statements 37

Financial Statistics 63

Annual General Meeting is on Friday, June 14, 2013 at Tata Management Development Centre (TMDC)Auditorium, XLRI Campus, C. H. Area (East), Jamshedpur 831 001 at 3.00 p.m. As a measure of economy,copies of the Annual Report will not be distributed at the Annual General meeting. Shareholders are requestedto kindly bring their copies to the meeting.

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TAYO ROLLS

Forty-Fifth annual report 2012-13

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Chairman’s Statement

Dear Shareholders,

It gives me pleasure to reach you once again through this Annual Report. The steel industry continued tobe sluggish in last fiscal resulting in low demand for rolls which had affected the performance of yourCompany. I am sure that the measures being taken to improve the quality will not only reduce rejection butwill also result in increased production at reduced cost. This coupled with the 'working together' culturewill further improve the performance of the Company.

I am happy to inform you that the actions taken by the Management for implementation of additionalfacilities in forge roll project and up gradation of existing cast roll facilities have started showing results.The production and dispatches of cast & forged rolls are higher than the PY-12. There is a considerableincrease in the production of Ingots from 1933 tons in FY-12 to 5283 tons in FY-13 and EngineeringForgings from 64 tons in FY-12 to 1248 tons in FY-13.

Another commendable achievement of your Company during last fiscal year is the continuous goodperformance of Mini Blast Furnace with 25645 tons of production as against 17248 tons in FY 12contributing significantly to the bottom-line. This good trend of increase in all segments of production isvery commendable and we are sure that your Company will definitely achieve its Targets in next fiscal yearand will maintain its pre-eminent position in its business.

I on behalf of the Board would like to place on record the appreciation for the valuable contributions madeby Mr. Om Narayan during his tenure as Managing Director of the Company since April, 2010. I welcomeMr. Hridayeshwar Jha as the Managing Director of the Company with effect from April 01, 2013, andhope that the Company would benefit immensely with the vast experience of Mr. Jha.

On behalf of the Board, I would also like to place on record the appreciation for the valuable guidance andcontributions made by Mr. S. N. Menon during his tenure as director. I welcome Mr. Sudev C. Das who isappointed as an additional director on the Board and hope that the Company will get benefited from hislong years of experience.

I would like to place on record my sincere thanks to all our stakeholders, employees and Tayo WorkersUnion for their continued support, commitment and contribution in these challenging times. I thank all mycolleagues on the Board for their valuable guidance.

Entire 'TAYO Family' joins me to convey our gratitude and heartfelt thanks to our promoters Tata SteelLtd. and Yodogawa Steel Works, Limited, Japan, for their continued support and guidance which will giveus the strength to face all future challenges with fortitude.

With best regards,

Anand SenChairman

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HIGHLIGHTS

2012-13 2011-12 2010-11

OPERATIONAL

Production — Rolls Tonnes 8088 7258 7221

— Pig Iron* Tonnes 25645 17248 9479

— Ingot Tonnes 5283 1933 2417

— Engineering Forging Tonnes 1248 64 13

Sales — Rolls Tonnes 8127 7202 7516

— Pig Iron* Tonnes 23836 14604 8087

— Ingot Tonnes 1371 1280 1615

— Engineering Forging Tonnes 1259 66 —

Capacity Utilisation — Rolls Percent 60 54 54

— Pig Iron* Percent 64 43 24

— Ingot Percent 24 10 12

FINANCIAL

Turnover (Gross) Rs. lakhs 19665 15233 14728

Depreciation Rs. lakhs 1916 1811 562

Profit before tax Rs. lakhs (3374) (5312) (3044)

Profit after tax Rs. lakhs (3374) (5312) (3044)

Net Worth per share Rupees 44.39 77 47

Transfer to General Reserve Rs. lakhs — — —

Shareholder’s Funds Rs. lakhs 4555 7929 4788

Capital Expenditure Rs. lakhs 1135 561 2714

Employee’s Cost Rs. lakhs 3305 2998 2999

Dividend Percent — — —

* Pig Iron operation was resumed on April 15, 2011

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NOTICE

THE FORTY-FIFTH ANNUAL GENERAL MEETING OFTAYO ROLLS LIMITED will be held at Tata ManagementDevelopment Centre (TMDC) Auditorium, XLRI Campus,Circuit House Area (East), Jamshedpur 831 001 onFriday, June 14, 2013 at 3.00 p.m. to transact thefollowing business:

ORDINARY BUSSINESS:

1. To receive, consider and adopt the Audited BalanceSheet as on March 31, 2013 and the Audited Profitand Loss Account for the year ended on that datetogether with reports of the Board of Directors andthe Auditors thereon.

2. To appoint a Director in place of Dr. S. K.Bhattacharyya, who retires by rotation and, beingeligible, offers himself for re-appointment.

3. To appoint a Director in place of Prof. Ranjan Das,who retires by rotation and, being eligible, offershimself for re-appointment.

4. To appoint Auditors and to fix their remuneration.

SPECIAL BUSINESS:

5. To appoint a Director in place of Mr. HridayeshwarJha, who was appointed as an additional directorof the Company by the Board with effect fromDecember 01, 2012 under Section 260 of theCompanies Act, 1956, (the Act) and who holdsoffice up to the date of forthcoming AnnualGeneral Meeting but is eligible for appointment andin respect of whom the Company has received anotice in writing from a Member proposing hiscandidature for the office of Director under theprovisions of Section 257 of the Act.

6. To appoint a Director in place of Mr. SudevChandra Das, who was appointed as an additionaldirector of the Company by the Board with effectfrom April 25, 2013 under Section 260 of theCompanies Act, 1956, (the Act) and who holdsoffice up to the date of forthcoming AnnualGeneral Meeting but is eligible for appointment andin respect of whom the Company has received anotice in writing from a Member proposing hiscandidature for the office of Director under theprovisions of Section 257 of the Act.

7. To appoint a Director in place of Mr. V. S. N. Murty,who was appointed as an additional director of theCompany by the Board with effect from April 25,2013 under Section 260 of the Companies Act,

1956, (the Act) and who holds office up to thedate of forthcoming Annual General Meeting butis eligible for appointment and in respect of whomthe Company has received a notice in writing froma Member proposing his candidature for the officeof Director under the provisions of Section 257 ofthe Act.

8. To consider and, if thought fit, to pass with orwithout modification(s), the following resolution asan Ordinary Resolution:

"RESOLVED that pursuant to the provisions ofSection 16 sub-section (1), read with sub-section(2) of Section 94 and other applicable provisions,if any, of the Companies Act , 1956 (includingany amendment thereto or re-enactment thereof)the Authorised Share Capital of the Company beand is hereby increased from the existing Rs.100,00,00,000/- (Rupees one hundred croresonly) divided into 1,50,00,000 (one crore fiftylakhs) Equity Shares of Rs. 10/- (Rupees ten only)each and 85,00,000 (eighty five lakhs) RedeemablePreference Shares of Rs. 100/- (Rupees onehundred only) each to Rs. 200,00,00,000/-(Rupees two hundred crores only) divided into1,50,00,000 (one crore fifty lakhs) Equity Sharesof Rs. 10/- (Rupees ten only) each and 185,00,000(one crore eighty five lakhs) Redeemable PreferenceShares of Rs. 100/- (Rupees one hundred only)each, by creation of additional 100,00,000 (onecrore) Redeemable Preference Shares of Rs.100/-(Rupees one hundred only) each and that clause 5of the Memorandum of Associat ion of theCompany be and is hereby altered accordingly."

9. To consider and, if thought fit, to pass with orwithout modification(s), the following resolution asa Special Resolution:-

"RESOLVED that pursuant to the provisions ofSection 31 and other applicable provisions of theCompanies Act, 1956, as amended, the Article 6of the Articles of Association of the Company besubstituted by the following clause:

Article -6

The share capi ta l of the Company is Rs.200,00,00,000/- (Rupees two hundred croresonly) divided into 1,50,00,000 (one crore fiftylakhs) Equity Shares of Rs. 10/- (Rupees ten) eachand 185,00,000 (one crore eighty five lakhs)Redeemable Preference Shares of Rs. 100/-(Rupees one hundred only) each."

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10. To consider and, if thought fit, to pass with orwithout modification(s), the following resolution asa Special Resolution:

"RESOLVED that subject to the provisions ofSection 81(1A), 85, 86 and other applicableprovisions, if any, of the Companies Act, 1956,including any amendment thereto or statutorymodification(s) or re-enactment(s) thereof for thetime being in force (the "Companies Act"), theregulations/guidelines, if any, issued/prescribed bythe Government of India, the Securities andExchange Board of India ("SEBI") and the ReserveBank of India, the Foreign Exchange ManagementAct, 2000, the Foreign Exchange Management(Transfer or Issue of Securities by a Person ResidentOutside India) Regulations, 2000, the ForeignExchange Management (Borrowing or Lending inRupees) Regulat ions, 2000, inc luding anyamendment, modif icat ion, var iat ion or re-enactment thereof, the applicable Master Circularon External Commercial Borrowings and TradeCredits (updated as on date) and in accordance withthe relevant provisions of the Memorandum andArticles of Association of the Company theconsent, authority and approval of the shareholdersof the Company be and is hereby accorded tocreate, offer, issue and allot additional 100,00,000(one crore) Redeemable Preference Shares ofRs. 100/- (Rupees one hundred only) each to theextent of Rs. 100,00,00,000 (Rupees one hundredcrores only) on preferential basis to the promotersof the Company in one or more trenches, with theliberty to the Board or Committee thereof to issueand allot the said shares as and when required andthat such Redeemable Preference Shares shall beredeemable at par not later than the expiry of tenyears from the date of allotment and entitle theholder for dividend at the rate to be decided by theBoard or Committee thereof, subject to theprovisions of the Companies Act and on such otherterms and conditions as may be decided by theBoard of Directors of the Company or a committeethereof (hereinafter referred to as the "Board" whichterm shall include a duly authorised committeethereof for the time being exercising the powersconferred by the Board) including issue price, facevalue, premium amount on issue as the Board inits absolute discretion may deem fit and to do allsuch acts, deeds, matters and things as it may, inits absolute discretion, deem necessary or desirablefor such purpose, including to sign all deeds,documents, share certificates and writings etc. andto pay any fees and expenses relating thereto and

with power on behalf of the Company to settleany questions or difficulties that may arise in regardto the issue, as it may, in its absolute discretion,deem fit and that all or any of the powers conferredon the Board vide this resolution may be exercisedby a committee of the Board as the Board mayconstitute in this behalf."

NOTES:

I) A MEMBER ENTITLED TO ATTEND AND VOTEAT THE MEETING IS ENTITLED TO APPOINT APROXY TO ATTEND AND ON A POLL, TOVOTE INSTEAD OF HIMSELF. A PROXY NEEDNOT BE A MEMBER OF THE COMPANY. THEPROXY FORM DULY COMPLETED SHOULD BEDEPOSITED AT THE REGISTERED OFFICE OFTHE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THECOMMENCEMENT OF THE MEETING.

II) The Register of Members and share transfer booksof the Company will remain close from Friday, June7, 2013 to Friday, June 14, 2013 (both daysinclusive).

III) As per the provisions of the Companies Act, 1956,facility for making nomination is now available tothe Shareholders in respect of the shares held bythem. Nomination forms can be obtained from theRegistered Office or the Registrar & TransferAgents of the Company.

IV) Shareholders holding shares in the physical formare requested to notify/send the following to TSRDarashaw Private Limited, the Registrar & TransferAgents to facilitate better services:

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

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

V) Members who still have their holdings in physicalform are requested to convert them intodemater ia l ized form (under ISIN No.INE895C01011).

VI) Pursuant to Section 205C of the Companies Act,1956, the amount of dividend remaining unpaidor unclaimed for a period of seven years from thedate of its transfer to the unpaid/unclaimeddividend account of the Company is required to betransferred to the Investors' Education andProtection Fund (IEPF) set up by the Governmentof India and no claims shall be tenable either by

TAYO ROLLS


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the Company or by the said Fund, after the transferof the said amount. Accordingly, the Company hastransferred to the IEPF all unpaid/ unclaimeddividends in respect of financial years 1996-97 to2004-05. It may be noted that the unclaimeddividend in respect of the financial year 2005-06is due for transfer to the IEPF on September 16 ,2013.

Members, who have not yet encashed their dividendwarrant(s) for the financial year ended March 31,2006, and onwards, are requested to make theirclaims to the Company or the Registrar andTransfer Agents without any delay.

VII) All unclaimed dividends upto the financial yearended March 31, 1996, have been transferred tothe General Revenue Account of the CentralGovernment. Shareholders, who have not yetencashed their dividend warrant(s) for the saidperiod are requested to forward their claims inprescribed Form No. II of The Companies UnpaidDividend (Transfer to General Revenue Accountof the Central Government) Rules, 1978 to the-

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

VIII) SEBI vide its circular ref no. MRD/DoP/ Cir-05/2009 dated 20.05.2009 has clarified that forsecurities market transactions and off-market/private transactions involving transfer of shares inphysical form of listed companies, it shall bemandatory for the transferee(s) to furnish a copyof the PAN Card to the Company/RTA forregistration of such transfer of shares irrespectiveof the amount of such transaction.

All intended transferee(s) are, therefore, requestedto furnish a self certified copy of their PAN Cardalong with the relevant transfer deed for registrationof transfer of shares. Please note that the shareslodged for transfer without self certified copy ofPAN Card of the transferee(s) shall be returnedunder objection.

IX) The Company has reviewed the formalities/procedure for transmission of shares of deceasedShareholders in favour of survivor(s). Survivor(s)of the deceased Shareholders are advised to forwardtheir requests with full details and supportingdocuments to the Registrar & Transfer Agents ofthe Company, for early transmission of Shares.

X) Members desirous of any additional information asregards the Accounts are requested to write to theCompany at an early date so as to enable themanagement to keep the information ready at themeeting.

XI) Members are requested to bring the admission slipsalong with their copies of the Annual Report tothe meeting.

By Order of the Board of Directors

JamshedpurApril 25, 2013 Prashant Kumar

Company Secretary &Compliance Officer

Registered Office:XLRI New Administrative Building,XLRI Campus, Circuit House Area (East)Jamshedpur - 831 001

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ANNEXURE TO NOTICEExplanatory Statements pursuant to Section 173(2) of the Companies Act, 1956

As required under Section 173 of the Companies Act,1956 (hereinafter referred to as 'the Act') the followingExplanatory Statements set out all material facts relatingto the special business mentioned in Item No.5-10 of theaccompanying Notice dated April 25, 2013.

ITEM NO. 5

Mr. Hridayeshwar Jha was appointed as an additionaldirector of the Company by the Board with effect fromDecember 01, 2012. In accordance with Section 260 ofthe Act, read with Article 151 of the Articles of Associationof the Company, Mr. Hridayeshwar Jha will hold officeonly till the date of forthcoming Annual General Meeting,but is eligible for appointment. A notice has been receivedfrom a Member as required under Section 257 of the Act,signifying his intention to propose the candidature ofMr. Hridayeshwar Jha for the office of Director.

Mr. Hridayeshwar Jha is an Electrical Engineer fromBanaras Hindu University, Varanasi. He has also completedhis M.Sc. Engineering in Power Electronics from RegionalInstitute of Technology, Jamshedpur. He did his PostGraduate Diploma in Business Management (PGDBM) fromXLRI, Jamshedpur and General Executive ManagementProgramme from CEDEP, INSEAD, France.Mr. Hridayeshwar Jha joined Tata Steel in 1979 as aGraduate Trainee. Before being designated as VicePresident (Special Projects) on October 18, 2012, Mr. Jhahas served Tata Steel as Vice President (Orissa Project)from April 01, 2010 and in various other capacities suchas Electrical Maintenance Engineer, Technical Officer,Manager Modernization, Chief LD2 & Slab Caster, GeneralManager OMQ, Executive In-charge, Ferro Alloys andMinerals Division, Vice President (Safety and LongProducts) etc.

The Board considers it desirable that the Company shouldcontinue to avail itself of the services of Mr. HridayeshwarJha as Director and accordingly commend the Resolutionat Item No. 5 for approval by the Members.

None of the Directors other than Mr. Hridayeshwar Jha isinterested in the Resolution at Item No. 5 of the Notice.

ITEM NO. 6 TO 7

Mr. Sudev Chandra Das and Mr. V. S. N. Murty wereappointed as additional directors of the Company by theBoard with effect from April 25, 2013. In accordance withSection 260 of the Act, read with Article 151 of the Articlesof Association of the Company, Mr. Sudev Chandra Dasand Mr. V. S. N. Murty, will hold office only till the date of

forthcoming Annual General Meeting, but is eligible forappointment. Notices have been received from Membersas required under Section 257 of the Act, signifying theirintention to propose the candidature of Mr. Sudev ChandraDas and Mr. V. S. N. Murty for the office of Director.

Mr. Sudev Chandra Das is a Master in Economics. He beganhis career with the State Bank of India as probationaryofficer and elevated to Chief General Manager of StateBank of India. Thereafter, he was appointed as theExecutive Director of Securities and Exchange Board ofIndia (SEBI) in 2003 till 2006. Mr. Das was also associatedwith the Calcutta Stock Exchange Limited and is presentlya Public Interest Director there at. Recently, Mr. Das hasbeen nominated as Special Director by BIFR on the Boardof Indian Steel & Wire Products Limited (ISWP). Mr. Dasshared his knowledge and professional expertise withCalcutta Business School and other renowned ManagementSchools. Mr. Sudev Chandra Das has more than 40 yearsof experience in Banking, Finance and Securities markets.

Mr. V. S. N. Murty is a Commerce graduate and CharteredAccountant by profession. He began his career as AccountsOfficer in Tata Steel in 1976 in Jamshedpur. He has alsoserved in various functions of accounting in various unitsof the Company. He was involved in the merger activitiesof a company engaged in manufacture of cold rolledproducts. After working as Chief Accounts Officer in aunit manufacturing Bearings and thereafter in a unitmanufacturing cold rolled products he moved back to thesteel division as Financial Analyst (Steel). He is presentlyholding the position of Chief Financial Controller(Corporate) at Tata Steel Limited.

The Board considers it desirable that the Company shouldcontinue to avail itself of the services of Mr. Sudev ChandraDas and Mr. V. S. N. Murty as Directors and accordinglycommend the Resolutions at Item Nos. 6 & 7 for approvalby the Members.

None of the Directors other than Mr. Sudev Chandra Dasand Mr. V. S. N. Murty is interested in the Resolutions atItem No. 6 & 7 of the Notice

ITEM NO. 8 TO 10

Company's fund requirements:

The performance of the Company during previous fewfinancial years was not encouraging due to several reasons.One of such reasons is acute shortage of working capital,resulting in restricting the Company to utilize its installedcapacity to its full extent.

In the year 2008, the Company had decided that while its

TAYO ROLLS


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cast rolls business can continue on a steady basis (but withlow margin), it will however need to grow the forge rollsbusiness which had a relatively higher return. Hence, thecompany had planned (a) to set up an integrated forge rollproject and (b) to carry out certain enhancements to itsexisting cast rolls facilities. The estimated cost for fundingthese activities was around Rs.143.00 crores. This estimatehowever underwent a change and was enhanced toRs.157.00 crores. The project was initially proposed tobe funded through a rights issue of Rs.60.00 crores, debtof Rs.64.00 crores and the balance through internalaccruals. However due to cost over-runs, the project costincreased to Rs. 168.00 crores. The cash losses in thecast rolls business meant that a part of the capex to befunded through internal accruals had to be deferred,affecting the plant's capacity to produce at capacity.Further to increase the production to the plant's capacityand to reduce the rejection, replacement of some of theobsolete machineries and certain other new facilities arealso required to be addressed.

Now, to meet the working capital requirement of theCompany to enable it operate to its full capacity, it isproposed to raise funds through a preferential allotmentof Redeemable Preference Shares to the promoters of theCompany, in one or more trenches, as required.

Increase in Authorised Share Capital:

In light of the above, it is proposed to increase theAuthorised Share Capital of the Company from the existingRs. 100,00,00,000/- (Rupees one hundred crores only)divided into 1,50,00,000 (one crore fifty lakhs) EquityShares of Rs. 10/- (Rupees ten only) each and 85,00,000(eighty five lakhs) Redeemable Preference Shares ofRs. 100/- (Rupees one hundred only ) each, toRs. 200,00,00,000/- (Rupees two hundred crores only)divided into 1,50,00,000 (one crore fifty lakhs) EquityShares of Rs. 10/- (Rupees ten only) each and 185,00,000( one crore eighty five lakhs) Redeemable Preference Sharesof Rs. 100/- (Rupees one hundred only) each, by creationof additional 100,00,000 (one crore) RedeemablePreference Shares of Rs. 100/- (Rupees one hundred only)each, as indicated in the Resolution at Item No. 8 of theNotice.

Consequently, it is proposed to make appropriatealterations in the Memorandum and Articles of Associationof the Company to reflect the changes in the AuthorisedShare Capital of the Company.

The proposed resolutions are in the interest of theCompany and your Directors commend Resolutions at itemNos. 8, 9 and 10 for your approval. None of the Directorsof the Company is concerned or interested in theseresolutions.





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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 Dr. Subir Kumar Bhattacharyya

Date of birth 25.12.1945

Date of appointment 31.12.2005

Expertise in specific functional Production, Human Resourceareas Development and General

Management

Qualifications B.E. Metallurgy, Doctorate of Science

List of other companies in which Moil Limitedoutside Directorship held as onMarch 31, 2013

Chairman/Member of the Moil Limited - Audit Committee -committees of the Boards of other Membercompanies in which he was aDirector as on March 31, 2013

Shareholding in the Company NILas on March 31, 2013

Category Non-Executive, Independent Director

Name of Director Prof. Ranjan Das



Expertise in specific functional Strategic Management, Businessareas and Functional Management

Qualifications M. Sc (Applied Mathematics) andDoctorate in Strategic Management

List of other companies in which Linc Pen Limitedoutside Directorship held as onMarch 31, 2013

Chairman/ Member of the NILcommittees of the Boards of othercompanies on which he is aDirector as on March 31, 2013

Shareholding in the Company as NILon March 31, 2013

Category Non-Executive, Independent Director

Name of Director Mr. Hridayeshwar Jha



Expertise in specific functional Production, General Administrationareas and Management

Qualifications B. Tech ( Electrical) , M. Sc.(Engineering), PGDBM- XLRI

List of other companies in whichoutside Directorship held as onMarch 31, 2013 NIL

Chairman/ Member of thecommittees of the Boards of othercompanies in which he is aDirector as on March 31, 2013 NIL

Shareholding in the Company ason March 31, 2013 NIL

Category Executive Director, Non-Independent

Name of Director Mr. Sudev Chandra DasDate of birth 21.06.1946

Date of appointment 25.04.2013Expertise in specific functional Banking, Finance and Securitiesareas MarketQualifications Master in Economics

List of other companies in which Indian Steel & Wire Productsoutside Directorship held as on LimitedMarch 31, 2013 Calcutta Stock Exchange Limited

Chairman/ Member of the Indian Steel & Wire Productscommittees of the Boards of other Limited - Audit Committee- Membercompanies in which he is a Shareholder Grievances Committee-Director as on March 31, 2013 Member


Category Non- Executive, Independent Director

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

Date of birth 15.04.1951Date of appointment 25.04.2013

Expertise in specific functional areas Finance & AccountsQualifications B.Com., Chartered Accountant

List of other companies in which - Industrial Energy Limitedoutside Directorship held - TRL Karosaki Refractoriesas on March 31, 2013. Limited (Formerly Tata

Refractories Ltd.)- Tata Metaliks Limited- Bhubaneswar Power Pvt. Ltd- JAMIPOL- Tata Steel Holdings Pte. Ltd- Tata Steel Global Holdings

Pte. Limited- Tata Steel Global Procurement

Co. Pte. Limited- ProCo Issuer Pte. Limited- Tata Steel Odisha Ltd, Mumbai- Tata Steel International (Sgp)

Holding Pte.

Chairman/ Member of the - Industrial Energy Limitedcommittees of the Boards of other Audit Committee Membercompanies on which he is a - Tata Metaliks LimitedDirector as on March 31, 2013 Audit Committee Member

- TRL Krosaki RefractoriesAudit Committee Member

- JAMIPOLAudit Committee Member


Category Non- Executive, Non-IndependentPromoter Director





TAYO ROLLS


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2. DIVIDEND:

The Directors have decided not to recommend anydividend for the year ended March 31, 2013.

3. INCREASE IN AUTHORISED CAPITAL:

It is proposed to increase the authorised share capitalof the Company from the exis t ingRs. 100,00,00,000/- (Rupees one hundred croresonly) divided into 1,50,00,000 (one crore fifty lakhs)Equity Shares of Rs. 10/- (Rupees ten only) eachand 85,00,000 (eighty five lakhs) RedeemablePreference Shares of Rs. 100/- (Rupees one hundredonly) each to Rs. 200,00,00,000/- (Rupees twohundred crores only) divided into 1,50,00,000 (onecrore fifty lakhs) Equity Shares of Rs. 10/- (Rupeesten only) each and 185,00,000 (one crore eightyfive lakhs) Redeemable Preference Shares of Rs.100/- (Rupees one hundred only) each, by creationof additional 100,00,000 (one crore) RedeemablePreference Shares of Rs. 100/- (Rupees one hundredonly) each. The Board of Directors at their meetingheld on April 25, 2013, subject to the approval ofShareholders at the forthcoming Annual GeneralMeeting, have recommended and approved theincrease in authorised share capital and alterationof clause 5 of the Memorandum of Association ofthe Company accordingly.

Directors’ Report

To the Members

The Directors have pleasure in presenting the Forty-fifth Annual Report on the business and operations of theCompany and the financial statement for the year ended March 31, 2013.

1. FINANCIAL RESULTS:

Previous yearRupees Rupees

(in Lakhs) (in Lakhs)

(a) Profit / (Loss) before Depreciation, Tax andExceptional items (1786) (3749)

(b) Deduct: Depreciation 1916 1811

(c) Profit/Loss before Tax and Exceptional items (3702) (5560)

(d) Add: Exceptional items 328 248

(e) Profit / (Loss) before tax (3374) (5312)

(f) Tax — —

(g) Profit/ (Loss) after tax (3374) (5312)

(h) Loss carried to Balance Sheet (3374) (5312)

4. PREFERENTIAL ISSUE OF REDEEMABLEPREFERENCE SHARES:

I t i s proposed to a l lot aforesaid addi t ionalRedeemable Preference Shares in one or moretrenches on preferential basis to the promoters ofthe Company, with the liberty to the Board orCommittee thereof to decide the terms and conditionsof issue and to allot the said shares as and whenrequired, in accordance with the relevant provisionsof the Memorandum and Articles of Association ofthe Company and subject to the authority andapproval of the Shareholders of the Company at theforthcoming Annual General Meeting. TheseRedeemable Preference shares are not listed on anyStock Exchange.

5. OPERATION AND SALES:(i) During the year under review, the Company

achieved a turnover of Rs. 196.65 crores asagainst Rs.152.33 crores in the previous year.The production and sales of rolls were 8088tonnes and 8127 tonnes, respectively as againstthe production and sale at 7258 tonnes and 7202tonnes, respectively in the previous year. Thisincludes the sale of forged rolls of 556 tonnesagainst 312 tonnes in the previous year.

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(ii) During the year under review, the productionand sale of pig iron were 25645 tonnes and23836 tonnes respectively as against 17248tonnes and 14604 tonnes in the previous year.The pig iron operation has shown significantgrowth with the help of Tata Steel Limited. AConversion Agreement with Tata Steel wasentered into by which Tata Steel is supplyingiron ore and nut coke (if available) to Tayo forconversion to pig iron.

(iii) During the year under review, the Company hasposted a net loss of Rs. 33.74 crores againstthe net loss of Rs. 53.12 crores in the previousyear. Continued delay in commissioning andramp up of new project coupled with the liquiditycrunch during the financial year has affected theoperation and profitability of the Company.

(iv) During the year under review, the export of castrolls was 1509 tonnes as compared to 904tonnes in the previous year, equivalent to Rs. 20.38 crores as compared to Rs. 10.42crores in the previous year.

6. FINANCIAL AND WORKING CAPITALMANAGEMENT:(i) The liquidity position of the Company was fragile

during the year due to lower off take and sluggisheconomy. The ramping of the forgings hasprogressed in the later part of the year and themanagement is hopeful of achieving the plannedlevel of production during the coming financialyear.

(ii) During the year under review, CRISIL has givenBBB+ rating for term loan and fund basedworking capital and A2 for non-fund basedworking capital. In addition CRISIL has givenBBB+ for short term bank loan facility uptoRs. 20.00 crores and FA-(negative) for fixeddeposit programme.

7. FIXED DEPOSITS:

As in the previous year, Company has accepted/renewed the fixed deposits during the year. Depositswhich have matured have been repaid when claimedby the depositors together with interest accrued uptothe date of maturity. All unclaimed deposits alongwith interest accrued upto the date of maturity havebeen 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 focused on theperformance of Super Nickel Grain roll, HiCr CastIron roll with steel interlayer and development ofHigh Speed Steel roll. The Performance of SNGroll has been quite satisfactory wherever supplied.However, performance of HiCr Iron roll is in theprocess of stabilization. During the year, yourCompany had faced certain problems due tohardness variations, breakages and barrel endspalling. However, these issues are being addressedto in close association with Yodogawa Steel WorksLimited, Japan. The tempering process is onlyplanned in Gas fired Furnaces having PIDcontrollers. Actions have been taken andimplemented to minimize Magnesium andInoculation fading and strengthening of core.Stabilizing production of High Speed Steel is underprogress. However, Two High Speed rolls havebeen supplied to JSW (T) and their performance isquite encouraging. Two more rolls have been castedwith Bottom Pouring Ladle as advocated byYodogawa Steel Works Limited, Japan and will besupplied in the first quarter of 2013.

During the year, performance of Super Nickel Grainroll in Tata Steel was good. Performance of BokaroAdamite Roll of 1210 mm dia was also very goodand has crossed the guaranteed tonnage and pairreached its scrap diameter. HiCr Steel roll of 1210mm dia has also been supplied to Bokaro.

Heat treated SG Iron roll continues to give higherperformance in Rod Mill both in Tata Steel andJSW (T). Production of sleeve through static castinghas been satisfactory and continuous supply is beingdone to JSPL (Raigarh).

During the year, One Mould Drying Oven has beenconverted to Gas for quality improvement, whichinter-alia has played a role to reduce overallrejection.

As a measure of cost reduction, Coal Bed Methane(CBM) has been introduced in Foundry Gas firedfurnaces replacing costly LPG.

8(i)(b) New Business:

During the year, in new business your Companyhas been able to cross a long journey in termsof production ramp up, quality improvement,cost reduction and new product development.Ingot shop has shown its capability by achieving

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four heats per day. Ingot productivity isenhanced by ensuring improved equipmentavailability in EAF, LF & VD and commissioningof 60 ton crane. Forge Press has deliveredforgings over 3000 tons for engineering goodsand forged rolls. Ingot quality has improved byintroducing CaSi wire feeding in LRF, refractorygunning in EAF and Argon shrouding duringingot teeming etc. Our forgings supplied tovarious companies have fulfilled all qualityrequirements as per Mitsubishi-Hitachi MetalsMachinery's Standards for Mechanica lProperties, internal soundness, cleanliness ofsteel as well as dimensional requirements, whichhas also been validated by M/s Mitsubishi, Japanduring their inspection. Your company isplanning to obtain approval from variousgovernment agencies/ companies for supply ofits engineering forgings to them.

Tayo made forged rolls have been able to makeits presence felt at some of our esteemedcustomers. This has resulted in repeat orders.Our forged rolls are competing with worldrenowned forged roll makers. Tayo is the onlypreferred indigenous forged roll supplier at someof the quality seekers in India. Tayo has donebreak through in forge roll export. Performancefound good and repeat order has been received.Now your Company is focused on developingits business with many other foreign customers.

During the year your Company has taken anumber of cost reduction initiatives, which havehelped to place its products in the market atcompetitive price with significant contribution.

Your Company has developed new process ofmaking forged back up rolls by introducingvolume hardening to achieve its stringent neckproperties. Tayo has successfully entered intoAluminum rolling mill where our forged rolls arecompeting with ESR grade imported forged rolls.

Machining of forged rolls was a bottleneck atTayo which has been successfully overcome bydeveloping outsourced machining parties. Butyour Company has to march a long forindependent machining activity. A few newmachines have been procured and some othersare in pipel ine. Commissioning of manyincomplete facilities have resulted in bettercapacity utilization of the plant as well asmaintaining the qual i ty of the products.Commissioning of deep Hole Borer and VTLhas given your Company an edge over its

competitors on fulfilling its commitment towardscustomers.

Thus, Tayo's Endeavour is to quickly ramp upproduction to the rated capacity and even tosurpass it. Tayo new business team is geared upto meet the market requirement at competitiveprice. Some of the new facilities are planned tobe put up as balancing facility to cope up withproduction level at rated capacity.

8(ii) GROWTH:

8(ii)(a) Cast Roll:

In Machine Shop commissioning of Doublecarriage roll turning lathe has brought down thetime of rough turning operation for bigger rolls.The cycle time of roll production has significantlycome down resulting in improved productivityof Machine Shop. Conversion of one lathe andone CNC to double carriage has been taken upto increase the capacity. Up-gradation of CNCsystem has also been planned to further improvethe production of Machine Shop. Introductionof mist cooling of chill during casting hasimproved the performance of bimetallic roll,result ing in improved microstructure andmetallurgical property of working layer andimproved performance in Mill.

In Foundry, the mist cooling of chill duringspinning, coupled with gas fired Mould DryingOven will lead to improvement of Quality. Theuse of CBM in all gas fired heat treatmentfurnaces will bring down the cost of production.

8(ii)(b) New Business:

For the new business the focus will be onstabilizing the production and quality of Ingots,Forgings and Forged Rolls. With greateremphasis on technical training, completion ofproject and increased volume, our share in themarket will increase. Improved quality in therunning grades will help us to increase themarket share in the domestic market. The focuswill be on making the big size rolls and thusminimize the import of these rolls by ourcustomers. With the existing facilities and somesmall investment in near future, Tayo will be ableto dominate the Indian Market in forged roll. Inforged rolls with the facility we have, we lookforward to be the number one Forged Rollmanufacturer and a leading International playerin the roll market.

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9. AUDIT REPORT:

The Statutory Auditors Report on Annual Accountsfor the financial year 2012-13 doesn't contain anyqualification, which warrant comments from theBoard of Directors.

10.CONTINGENT LIABILITIES AND MAJORLITIGATIONS:(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 PatnaHigh Court with a direction to BSEB to reworkthe rates of fuel surcharge, BSEB has adjustedRs. 23.23 crore against the Coal Claims ofRs. 100 crore and modified the rate of fuelsurcharge for 1998-99 to 158.79 P/ Kwhagainst the earlier notified rate of 164.83 P/Kwh for 1998-99 thus giving a benefit of 6.04P/ Kwh to the consumers. However, this benefitwill be passed on to the consumers on receiptof Coal Claim of Rs. 100 crore by BSEB fromthe Coal Companies.

The Hon'ble Supreme Court has, however,given liberty to the consumers to approach HighCourt to challenge the correctness of thisadjustment as also the terms of such adjustmentand also stated that the other pending issues onfuel surcharge can be taken up by the consumersbefore the High Court.

(ii) The wri t pet i t ion f i led by the Companychallenging the applicability of the power tariffstructure on the Company's Induction Furnaceunit from 1.9.1999 is pending before theHon'ble Jharkhand High Court.

(iii) A writ petition has been filed by the Companychallenging the order of Jharkhand Governmentdenying exemption from the operation ofEmployee State Insurance Act, 1948.

11.SAFETY AND HEALTH:(i) The Company continued to pay lot of emphasis

in the area of Safety and Health of its employees,which have gone a long way in maintaining asafe working environment in the Plant. With theobjective of keeping employees and contractors'employee consistently aware and conscious ofthe Safety processes and regulations, SafetyCampaigns were observed every alternatemonth.

(ii) During the year under review, your Companyalso observed the National Safety day in whichsafety quiz, safety slogans, safety talk, sit and

draw competition etc. were organized in whichemployees and their children participated. Themonitoring of short-term and long term targetsand logging of safety observations has reaffirmedthe commitment level of workforce towardsachieving new targets on safety. The safetyexcellence journey launched in your Companyand safety rules and procedures have yieldedpositive results by way of reduced "Lost TimeInjury Frequency" (LTIFR) as well as reduced firstaid cases. It has also contributed in improvinggeneral house-keeping quality and usage ofPersonal Protective Equipment (PPE).

(iii) On the occasion of World Environment day,plantation was done in and around factorypremises and residential colony. Compliance toEHS legislations has been achieved throughimplementat ion of the Environmental ,Occupational Health and Safety Policy of theCompany which ensures continual improvementon safety front.

12.TOTAL QUALITY MANAGEMENT:(i) In Tata Innovista 2013, the global platform

of the Tata Group for catalyzing, recognizingand fuelling the spirit of Innovation within theGroup, Tayo was one of the leading companieswith creative ideas. In an incisive process ofhandpicking the most notable ideas, one of ourentries found favour with the Jury and was shortlisted and competed in the elite India eastregional round on March 16,2013.

(ii) A high powered team of Assessors from variousTata Group companies, facilitated by TataQual i ty Management Serv ices (TQMS),conducted an External Assessment at Tayo asper the TATA Business Excellence Model(TBEM) revised standards of 2012-13. YourCompany scored 475 as against the previousyear score of 472. The Assessors took note ofthe Strengths and Opportuni t ies forimprovement which were dis t i l led in acomprehensive report.

(iii) Quality Circle from Tayo scaled new heights andstood second in the Quality Circle competitionat the Bihar/Jharkhand State level hosted byCII.

(iv) The Indian Register Quality Systems hasre-certified TAYO for ISO 9001:2008 for itsQuality Management System, ISO 14001:2004for Environmental Management System andOHSAS 18001:2007 for Occupational Healthand Safety Management System for a period up

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to October 30, 2014, subject to continuedsatisfactory maintenance. The scope of thesecertificates also include the New Business as well.Hence the entire range of our products, includingthe in-house Forged Rolls and EngineeringForgings, have been covered under the ISOscope.

(v) The Indian Register Quality Systems conductedSurveillance Audit #1 from 12th to 14thJuly,2012 for ISO 9001:2008 Qual i tyManagement System, ISO 14001:2004Environmental Management System and OHSAS18001:2007 Occupational Health and SafetyManagement System, and your Company wassuccessful in this audit.

(vi) Teams from Tayo have participated in Tech Ex2013 exhibition of Tata Steel on the occasionof Founder's Day celebrations and displayedtheir novel ideas and model reflecting theinherent strengths and the potential it holds.

13.COMMUNITY INITIATIVES:

(i) The Company continues to be actively associatedtowards the welfare and development of theCommunities in and around the Plant. Socialorganizations and various academic institutionsincluding those associated with education, sports,community development, skill development etc.are supported by the Company by way of severalinitiatives taken-up by them during the year. TheCompany also promotes initiative undertaken bythe Xavier Institute of Tribal Education,Gamharia in the field of educational projects inand around the Plant.

(ii) The Company with the guidance of Centre ofFamily Ini t iat ives Foundat ion, Tata Steelconducted HIV/Aids Awareness programme toarouse awareness amongst the residents of TataComplex Colony, Gamaharia and adjacentvillages.

(iii) Free Acu-pressure Treatment Camp wasorganized in association with the AcupressureSeva Samity, Adityapur, in which the residentsof Tata Complex Colony, Gamharia and nearbylocal persons participated and benefited.

(iv) For the benefit of the students pursuing studiesat the Xavier Institute of Tribal Education,Gamharia, educational presentations and lectureswere delivered on Safety, Health Awareness,Leadership, Legal Aspects of Business etc. bySenior Executives of the Company.

(v) As a CSR initiative, Blood Donation Camp wasconducted in Tata Complex Colony, Gamhariawherein employees and their family membersdonated blood voluntarily.

(vi) Company has also taken several initiatives toincrease the employability of desired section ofthe society.

14.AFFIRMATIVE ACTION:

The Company is guided by the Code of Conduct onAff i r mat ive Act ion. The Company ensuresimplementation of the Code by arousing awarenesson the subject amongst employees, vendors, suppliersand stakeholders through training programmesconducted from time to time. The data on AffirmativeAction lays emphasis on 4Es i.e. Employment,Entrepreneurship, Employability and Education whichis being monitored on quarterly basis to ensure itsimplementation in the right spirit.

During the year Sewing Machines have beendistributed to nearby villagers for their employability.

15.DIRECTORS:

Mr. V. S. N. Murty and Mr. S. N. Menon have steppeddown as directors of the Company w.e.f. November20, 2012 and on March 11, 2013, respectively. Mr.Om Narayan, the then Managing Director has alsoretired from the services of the Company on March31, 2013. The Board would like to place on recordtheir sincere appreciation for the contribution madeby Mr. V. S. N. Murty, Mr. S. N. Menon and Mr. OmNarayan, during their tenure with the Board.

In accordance with the provisions of Companies Act,1956 and Articles of Association of the Company,Dr. S. K. Bhattacharyya and Prof Ranjan Das, directorsretire by rotation and being eligible offer themselvesfor re-appointment.

Mr. Hridayeshwar Jha was appointed as additionaldirector and Joint Managing Director of the Companywith effect from December 01, 2012. Later on afterretirement of Mr. Om Narayan, the then ManagingDirector on March 31, 2013, Mr. Hridayeshwar Jhawas appointed as the Managing Director of theCompany with ef fect f rom Apri l 01, 2013.Mr. Hridayeshwar Jha will hold office till the date offorthcoming Annual General Meeting and notice hasbeen received from a member proposing thecandidature of Mr. Jha for being appointed as directorof the Company in accordance with the provisions ofSection 257 of the Companies Act, 1956.

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Mr. Sudev Chandra Das and Mr. V. S. N. Murty wereappointed as additional directors by the Board witheffect from April 25, 2013. Mr. Sudev C. Das andMr. V. S. N. Murty will hold office till the date offorthcoming Annual General Meeting and noticeshave been received from members proposing thecandidatures of Mr. Das and Mr. Murty for beingappointed as directors of the Company in accordancewith the provisions of Section 257 of the CompaniesAct, 1956.

16.DIRECTORS' SHAREHOLDING:

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

17.RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act,1956, the directors, based on the representations receivedfrom the Operating Management, confirm that -

(i) In the preparation of annual accounts, theapplicable accounting standards have been followedand that there are no material departures;

(ii) they have, in the selection of the accountingpolicies, consulted the statutory auditors and haveapplied them consistently and made judgments andestimates that are reasonable and prudent so as togive a true and fair view of the state of affairs ofthe Company at the end of the financial year 2012-13 and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care, to thebest of their knowledge and ability, for themaintenance of adequate accounting records inaccordance with the provisions of the CompaniesAct, 1956, for safeguarding the assets of theCompany and for preventing and detecting fraudand other irregularities;

(iv) They have prepared the annual accounts on a goingconcern basis.

18.CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement withStock Exchange, a Management Discussion andAnalys is, Corporate Governance, ManagingDirector's and Auditor's Certificates are made partof this Annual Report.

19.PARTICULARS OF EMPLOYEES:

The information required under Section 217(2) ofthe Companies Act, 1956 read with the Companies(particulars of Employee) Rules 1975, in respect of

employees of the Company, is provided in theAnnexure forming part of this Report. In terms ofSection 219(1)(b)(iv) of the Companies Act,1956 theReport and Accounts are being sent to the members,excluding the aforesaid Annexure. The Annexure isavailable for inspection by the members at theRegistered Office of the Company during businesshours on working days upto the date of ensuingAnnual General Meeting and if any member isinterested in obtaining a copy thereof, such membermay write to the Company Secretary, where upon acopy would be sent.

20.ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

In terms of the Companies (Disclosure of Particularsin the Report of Board of Directors) Rules, 1988,the particulars in respect of (a) Conservation ofEnergy (b) Technology Absorption and (c) ForeignExchange Earnings and Outgo are furnished onpages 16 & 17.

21.AUDITORS:

i) The existing statutory auditors, M/s DeloitteHaskins & Sells (DHS), Kolkata, CharteredAccountants (ICAI Registration No.302009E),retire at the ensuing Annual General Meetingand are being eligible, offered themselves forre-appointment. Your Company has received acertificate from the Auditors to the effect thattheir appointment, if made, would be within thelimits of Section 224(1B) of the Companies Act,1956. Members are requested to appointAuditors for the financial year 2013-14 at theAnnual General Meeting and to authorize theBoard of Directors to fix their remuneration asmutually agreed upon between the Board andthe Auditors.

ii) The Company has appointed M/s Shome &Banerjee, Cost Accountants, Kolkata to examineand report on the Cost Audit of Company'sRecords for the financial year 2013-14, inaccordance with the Central GovernmentCircular on Audit of Cost Accounting Recordsof the Company.

On behalf of theBoard of Directors

Jamshedpur Anand SenApril 25, 2013 Chairman

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ANNEXURE TO DIRECTORS' REPORT - INFORMATION UNDER SECTION 217(e) OF THE COM-PANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORTOF BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF DIRECTORS REPORT.

3. Furnace OilQuantity (K.Ltrs.) 2910 KLTotal Cost 11.80 CroresAverage rate 40.54/L

4. Others/Internal generationLPG ConsumptionQuantity 1176 TTotal Cost 12.64 CroresAverage rate 71.16/Kg

5. Consumption per unit of production :Products Standard Current Previous

(if any) year year(ABP 12-13) 2012-13 2011-12

Roll Metal throughElectric Arc FurnaceElectricity (KWH/T) 780 902 1008

Roll Metal throughInduction FurnaceElectricity (KWH/T) 750 826 783

Furnace Oil / Coal / Not used for Electric ArcOthers Furnace or for Production

of Steel

TECHNOLOGY ABSORPTION (2012-13)(A) Research & Development (R&D):

1. Specific areas in which R & D carried out bythe Company :

Developed PLATE MILL rolls in SNG gradeagainst Normal ICDP rolls for JSPL, Raigarh& LPN, Thailand to further enhancement ofroll's life.Anti-Fire crack Hi-Cr (Steel) rolls made andsupplied to RSP in Roughing stand against Normal'Adamite' rolls. Performance is encouraging.SG (Extra) a Special SG grade with High Temp.Heat treatment developed & supplied to Longproduct Mills (WRM at Tata steel & JSW (T))for Roughing stand. Performance isencouraging.Developed and established Special grade ofEnhanced Carbide rolls for Compact StripProfile (CSP) Mill, JSW (DOLVI) & TSCR,Jamshedpur.Super Nickel Grain (SNG,Type-5) rolls, (OnePair) as a more wear resistant roll as a Trialsupplied to Tata steel for stand -4 in HSM toimproved roll's life further.Hot shake out of "Adamite" rolls for bigger rolls(greater than 700 mm diameter) were fully

CONSERVATION OF ENERGY:a) Energy conservation measures undertaken :

Since last few years, 5 nos of Heat treatmentfurnaces are Gas fired which helped in overallreduction of energy consumption.

Use of frequency control AC drive in Machine tools.

Installation of one medium frequency Inductionfurnace.

Improvement in Power factor.

Use of Coal Based Methane in reheating furnacesof foundry for Heat treatment.

b) Additional investments/proposals, if any :Revamping of Mould drying oven to improveefficiency and use of Blast furnace gas.

Energy audit to locate and rectify the insufficientcombustion components and systems.

(A) POWER AND FUEL CONSUMPTION:

1. ELECTRICITY Current year Previous year2012-13 2011-12

a) Purchased

Total unit consumed(KWH) 35350000 26619800

Total amount(Rs. Lakhs) 2201 1661.82

Rate per Unit(Rs./ KWH) 6.23 6.24

b) Own generation

i) Through DieselGenerator

Unit (KWH) Not used for Electric ArcUnit per ltr. of Furnace and Inductiondiesel oil- KWH/Ltr. Furnace. Used only inCost/Unit Lighting 1.2 KWH/Ltr.

ii) Through SteamTurbine/Generator

Units There is no steamUnit per ltr. of Turbine /GeneratorFuel oil/GasCost/Unit

2. CoalQuantity (Tonnes) 25325 TTotal Cost 30.77 CroresAverage rate - (Used only in MBF for

Pig iron production)

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established with improved quality and productivity.In the process, Ultrasonic testing isincorporated for early detection of defects toeliminate rejection of rolls at last stage.To minimize internal stress, X-ray Residualstress measurement on Hi-Cr rolls started toknow Compressive stress of Shell.Engineering Forging qualities established as perMitsubishi, Japan standard.Forged rolls supplied to Aluminum plant,PLTCM Mill &other CRM Mills. Performanceis satisfactory.

2. Benefits derived as a result of the aboveR & D:

Repeat orders of SNG Plate Mill rolls fromdifferent customers.Introduction of new Grades of rolls (Hi-Cr(Steel) in SAIL plant.

Increased life of rolls.Internal rejection in "Adamite steel' rolls reduced& due to finer grains, quality of roll life improved.In-process Ultrasonic results eliminate last stageof Rejection.Internal stress measurement on Hi-Cr rolls toreduce Barrel breakage.Engineering Forging quality established. Repeatorder is expected.Forged rolls for Aluminum plant supplied &repeat order is expected.

3. Future Plan of action:SG & Adamite Sleeve Casting for Long productnew mills (Like IISCO, DSP & others).Stabilization of Hi-Cr (Iron) rolls in thin slabcaster mill.

Production & establishment of different Engg.Forging items (like Axle, Shaft etc).Production of 'Graphitic Steel' rolls of Highhardness for Vertical Edger stand.Establishment of Forged rolls quality for‘Aluminium' plant in absence of ESR Forged blank.

(B) Technology Absorption, Adaptation andInnovation :1. Efforts made towards technology absorption,

adaptation and innovation:SNG grade for Plate Mill rolls made & suppliedto JSPL, Raigarh.Stress measurement on HiCr rolls through X-ray stress measurement equipment started &established.

More HSS rolls casting for JSW (T).Special Enhanced Carbide rolls developed inICDP grade to make suitable for 'Stainless steel'rolling.SG (Extra) - Special Chemistry with High temp.Heat treatment SG rolls developed forRoughing stand in long product Mill establishedwith encouraging performance.Inclusions control & its assessment underMicroscope on Forged rolls established.Adamite/SG Sleeve casting & establishmentfor New Long product mills.

2. Benefits derived as a result of the aboveefforts e.g. product improvement, costreduction, product development, importsubstitution etc. :

Plate Mill roll in SNG grade will improve rollperformance.Stress measurement on Hi-Cr rolls, reduceBarrel breakage (externally & internally).SG (Extra) will increase roll life in Long productmills.Special Enhanced Carbide rolls for 'Stainlesssteel' rolling will brand our product & ordervolume will increase.Inclusions control & its assessment will reduceinternal rejection on Forged rolls on accountof this defect.More HSS casting will fulfill requirement of allmodern Hot Strip Mills. SG/Adamite Sleeve in long product Mill is anew product development and this will caterthe requirement of new long product mills.

3. Expenditure on R & DCurrent Year Previous Year

2012-13 2011-12(Rs. Lakhs) (Rs. Lakhs)

a) Capital — —

b) Recurring 8.69 9.32

c) Total 8.69 9.32

d) Total R & Dexpenditure as aPercentage oftotal turnover 0.05% 0.06%

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Current Year Previous Year2012-13 2011-12

(Rs. Lakhs) (Rs. Lakhs)

i) Foreign Exchange Earnings 2038.19 1041.78

ii) Foreign Exchange Outgo 1223.72 135.12

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MANAGEMENT DISCUSSION & ANALYSIS

BUSINESS REVIEW AND OUTLOOK

During the year 2012, the world crude steel productionreached 1.548 billion tonnes, an increase of 1.2% ascompared to 2011. The growth was positive in all themajor steel producing countries apart from Japan, Brazil,Germany and Ukraine and particularly robust in Turkey,India and China. China remained the world's largest crudesteel producer in 2012 (716.5 Mt) followed by Japan(107.2 Mt) and USA (88.6 Mt). India maintained the 4thposition with a production of 76.7 Mt showing an increaseof 4.3% over 2011.

As per the World Steel Association forecasts, the world’ssteel demand is expected to grow by 2.9% in 2013 andreach a level of 1454 million tonnes. A recovery in globalsteel demand can be expected to kick off by the secondhalf, led by the emerging economies with some of theglobal crisis settling down. Emerging and developingeconomies will continue to drive global recovery with agrowth of 3.9% as compared to (-)1.9% in the developedeconomies.

Indian steel industry plays a significant role in the country'seconomic growth. The World Steel Association hasestimated steel consumption in India to grow at 5% in2013. Indian crude steel production is estimated to growat a compound annual growth (CAGR) of around 10%during 2010-2013, whereas the f in ished stee lconsumption is estimated to grow at a CAGR of around12% during 2012-14 (as per a RNCOS research report)

Currently ranked the world's fourth largest crude steelcapacity, India is expected to become the second largestproducer of steel in the world by 2015-16. India's steelmaking capacity is estimated to exceed 100 million tonnes(MT) by 2013 and the production is expected to reach275 MT by 2020.

In general, the steel industry drives the roll industry. Theeffect of the severe down turn in 2008 did lift to someextent during FY11. But, the economy not doing well inUSA, Europe and other developed nations last year, hasreduced the volume of export of a l l Indian rol lmanufacturers resulting in higher allocation of capacitiesfor the domestic market by all the roll manufacturers.Also the overseas roll manufacturers are now lookingmore and more towards India. This is putting a lot ofpressure on the roll industry both in terms of volume and

realization. The unstable economy during the last yearand continuing in FY13 is expected to further have anadverse effect on the roll industry in the coming year.During FY 12, the Company faced severe working capitalcrisis and closed more or less at the same level as inFY'11.

The new high end product (Super Nickel Grain Roll)developed in collaboration with Yodogawa Steel Works,Japan and successfully introduced in few mills in India isnow being introduced in overseas Hot Strip Mills. This,along with the development of High Speed Steel rolls,will provide the product differentiation and help Tayomaintain its leadership position in the domestic market.

The indigenously produced forged rolls is also gainingpresence in the market and has been stabilized at manyCold Rolling Mills in India resulting in repeat orders fromcustomers. The market share of forged rolls in thedomestic market is expected to grow in the coming years.The company has been able to bag trial orders from TataSteel Europe, Bangladesh, Nigeria and Thailand. Heretoo, the company was very badly hit by the working capitalcrisis resulting in delay in deliveries.

With the stabilization of the production process and theensuing growth in the steel industry, sales of engineeringforgings from Tayo is expected to increase handsomely.

OPPORTUNITIES AND THREATS

The demand of steel is growing in India. Steelmanufacturers are not only expanding their capacitiesthrough brown-field and green-field project, they are alsoworking towards improving the capacity utilization. e.g.JSW, JSPL, Tata Steel, SAIL etc. Also many overseassteel makers are planning to put up plants in India. Thisdefinitely will offer higher opportunities for Roll makers.

In particular, the cast roll and forged roll requirement ofTata Steel Group is fast growing. The Company hasalready started supplying to the newly commissionedTSCR at Jamshedpur and has good opportunity ofsupplying to the Kalinganagar project.

The Company has good presence in Turkey, Saudi Arabiaand South East Asia. This along with healthy growth offersgood business opportunity for the Company. Thrust foroverseas marketing, with the help of Tata International,

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has been intensified in South East Asia and Middle Eastparticularly for cast rolls.

More and more customers are putting their efforts towardsimproving capacity utilization through the use of newgeneration rolls such as HSS, Semi HSS and Super NiGrain rolls. The manufacture of these rolls will provide agreat opportunity to the company to cater to the highend market both within and outside the country. The SNGrolls have already received encouraging feedback fromthe market place. The company will clearly have theadvantage of being the first mover in India.

As mentioned earlier the Forged Roll and EngineeringForgings have provided the company with an opportunityto explore newer markets. These products have gainedpresence in the market place and may isolate the Companyfrom the cyclicity and volatility of the steel industry.

Nevertheless, the roll industry in India is facing increasingthreat of economical imports from China and CSIcountries, both for Cast and Forged Rolls, putting a lotof pressure on the quality and price. Providing greatervalue to our customers is the only way of overcomingthis threat. Also, high end mills of Tata Steel, Essar andJSW have started using European and Japanese makeRolls (Hitachi, Nippon, JFE etc) to improve productivity.Excess supply situation in the domestic market has openeda price war. Effective supply-chain management and costreduction programme in every area of operations will haveto be undertaken to counteract this threat. In addition,product differentiation and enhanced services will play amajor role in pushing up realization.

The major challenges which the Company faced in FY13are (a) managing adequacy of working capital (b) increasein variable costs, (c) ramp up of volume in the area ofingots, engineering forgings and forged rolls and (d)stabilization of products like HSS and semi HSS Rolls.

PIG IRON MARKETING & OPERATIONS

The Pig Iron operations are now under the ongoingConversion Agreement with Tata Steel. TSL now issupplying iron ore, limestone and nut coke (if available)to Tayo for conversion to foundry grade pig iron. Pigiron produced is sold in Kolkata (Howrah), Jharkhand,Faridabad, Punjab and a small quantity in Rajasthan.

The realization of pig iron which had firmed up duringthe first half of the financial year again came down in Q4

due to high availability of steel grade pig iron in themarket. The present trend will continue in Q1 FY14.However, increase in realization is expected from Q2.

The pig i ron operat ions showed considerableimprovement and almost achieved all the key operatingnorms of the agreement such as coke rate, skullgeneration etc and kept the business in a profitable trendall along the financial year. Efforts are on to furtherincrease the productivity, reduce cost and increase thesales. The quality of pig iron has shown considerableimprovements and the same is appreciated by the keycustomers.

SEGMENTWISE PERFORMANCE

The segment wise performance has been given in theDirectors' Report in Page 10-11. The segment wise resultis given in Page No.56-57 of this report.

RISK AND CONCERNS

The Company on regular basis reviews i ts RiskManagement Policy and takes proactive steps to safeguardand minimize any adversity related to the Market,Technology, People, Environment/Regulatory, Financial,Information Technology and Opportunity Risks. Wherevernecessary, the Company takes adequate insurancecoverage of its assets for safeguarding from unforeseenrisks.

INTERNAL CONTROL AND ADEQUACY

The Company has adequate internal control system andwell laid-down policies and procedures for all itsoperations and financial functions. The procedures arealigned to provide assurance for maintaining properaccounting controls, monitoring efficient and properusage of all its assets and reliability of financial andoperational reports. The internal control system is ablysupported by the Internal Audit Department which carriesout extensive audit of various functions throughout theCompany. The Internal Audit Department functionsindependently and submits its findings to the ManagingDirector for corrective actions, if any. The Company'sBoard has an Audit Committee which comprises of fourmembers with majority being Independent Directors. TheAudit Committee reviews significant findings of theinternal audit.

TAYO ROLLS


20

The Audit Committee reviews the financial reportingprocess, the system of internal control, the audit processand the Company's process for monitoring complianceswith laws and regulations and the Company's code ofconduct. The Audit Committee also reviews with theStatutory Auditors, the financial reports and ascertainstheir observation on issues of concern. The Committeemonitors the implementat ion of internal audi trecommendations.

HUMAN RESOURCE DEVELOPMENT

Human Resource is valued as one of the most importantasset by the Company. The Human ResourceDevelopment Process promotes co-operation andinnovation within the employees and provides flexibilityto keep current with the business needs of the Company.The various innovative initiatives taken up by employeesand active participation by them in various forums hasstrengthened the human resource system.

Employees are encouraged to participate and involve invarious innovative initiatives which is visible through theiractive participation in Tata Innovista - 2013 competition,Quality Circles, Performance Target Teams, Kaizens,Suggestions Mela etc.

To achieve the organizational objective as well asindividual, development needs to upgrade the gap ofKnowledge & Skills the in-house Training programmeshave been conducted for improvement in Safety,Functional Process, Quality & Behavioral improvementof employees which are imparted through in-house facultycomprising of Senior Executives of Company as well asexternal faculty.

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

An Awareness programme on "Performance ManagementSystem" is a lso conducted in which al l Off icersparticipated.

The extensive Induction Training programme for GraduateEngineer & Jr.Officer Trainees, new recruits, training needidentification and implementation process, assessmentand feedback on effectiveness of training and PMS arethe key driving forces which encourages and motivates

employees to keep abreast with the existing and changingscenario.

The Knowledge Sharing Sessions conducted from timeto time provide ample opportunities for sharing skill andknowledge on various aspects across all levels ofemployees.

The Joint Consultation Council of Management (JCCM)meeting between Management and Union as well asmonthly meetings between Departmental Heads andUnion Officers Bearers / Executive Committee Membershas developed a climate interaction & clarity of conceptsamongst cross-functional teams and close relationshipbetween the Management and Employees. With thesupport and co-operation of Tayo Workers Union, theIndustrial Relations climate was cordial and harmoniousthroughout the year.

The workforce of the Company stands at 692 as on31.03.2013.

FINANCIAL PERFORMANCE WITH RESPECT TOOPERATIONAL PERFORMANCE

Revenue : The total revenue (gross) was Rs. 196.65 croresagainst Rs.152.33 crores in the previous year. Therevenue from roll segment (gross) was Rs. 132.53 croresas compared to Rs. 113.28 crores in the previous year.The revenue from pig iron segment was Rs. 23.37 croresas compared to Rs. 19.30 crores in the previous year.The revenue from Ingot was Rs. 6.52 crores in the currentyear as against Rs. 5.00 crores in the previous year.

The net loss was Rs. 33.74 crores against a net loss ofRs. 53.12 crores in the previous year.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysisdescribing the Company's objectives, projections,estimates, expectations may be 'forward-lookingstatements' within the meaning of applicable securitieslaws and regulations. Actual results could differ materiallyfrom those expressed or implied. Important factors thatcould make a difference to the Company's operationsinclude economic conditions affecting demand/supply andprice conditions in the domestic and overseas markets inwhich the Company operates, changes in the Governmentregulations, tax laws and other statutes and otherincidental factors.

21

Certification by Chief Executive Officer (CEO) /DGM (F & A)

The Board of Directors,Tayo Rolls Limited,Jamshedpur.

We, Hridayeshwar Jha, Managing Director and Suresh Padmanabhan, Deputy General Manager (Finance & Ac-counts) of Tayo Rolls Limited, both certify to the Board that we have reviewed the Financial Statement and the CashFlow Statement of the Company for the year ended March 31, 2013.

To the best of our knowledge, we certify that :

1. The statements do not contain materially untrue and misleading statements; that the statements present a trueand fair view of the Company’s affairs; that they are made in accordance with the accounting standards andapplicable laws and regulations.

2. There are no fraudulent or illegal transactions.

3. For the purposes of financial reporting, we accept the responsibility for establishing and maintaining internalcontrols which are monitored by the Company’s internal audit team and have evaluated based on feedbacksreceived from the internal audit team, the effectiveness of the internal controls and have reported to the Audi-tors and Audit Committee, the deficiencies, if any, in the internal controls.

4. We have indicated to the Auditors and Audit Committee significant changes in the internal controls; accountingpolicies. There are no instances of fraud, of which we are aware during the period.

Hridayeshwar Jha Suresh PadmanabhanApril 25, 2013 Managing Director DGM (Finance & Accounts)

Certificate on Corporate Governance

TO THE MEMBERS OF TAYO ROLLS LIMITED

1. We have examined the compliance of conditions of Corporate Governance by Tayo Rolls Limited, for the yearended as on March 31, 2013 as stipulated in clause 49 of the Listing Agreement of the said Company withstock exchange.

2. The compliance of the conditions of Corporate Governance is the responsibility of the management. Ourexamination was limited to procedures and implementations thereof, adopted by the Company for ensuring thecompliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinionon the financial statements of the Company.

3. In our opinion and to the best of our information and according to the explanation given to us, we certify thatthe company has complied with the condition of Corporate Governance as stipulated in the above mentionedListing Agreement.

4. We state that such compliance is neither an assurance as to the future viability of the company nor the efficiencyor effectiveness with which the management has conducted the affairs of the Company.

For Deloitte Haskins & SellsChartered Accountants

(Registration No. 302009E)

Abhijit BandyopadhyayJamshedpur PartnerApril 25, 2013 Membership No.: 054785

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The Company has a Corporate Governance frameworkthat is followed across various geographies over the yearsto uphold the Tata traditions and values. The Companyhas not only put in place the system for compliance ofregulatory requirements but also the system for customersat isfact ion and meeting the expectat ion of i tsstakeholders, employees and society. The Companyemphasizes the need for fu l l t ransparency andaccountability in all its transactions, in order to protectthe interests of its stakeholders. The Board considersitself as a Trustee of its Shareholders and acknowledgesits responsibilities towards them for creation andsafeguarding their wealth. The core values of companyare honesty, integrity, credibility, commitment, agility,team spirit and excellence.

BOARD OF DIRECTORS

The Board comprises of members having varied skills,experience and knowledge. In accordance with theArticles of Association, the Board may have maximum12 Directors. As on March 31, 2013 the total strengthof the Board was seven comprising of two Executiveand five Non-Executive Directors. Mr. Om Narayan wasthe Managing Director of the Company till March 31,2013 thereafter from April 01, 2013 Mr. HridayeshwarJha is appointed as the Managing Director, who wasappointed as Joint Managing Director of the Companyon December 01, 2012. Mr. V.S.N. Murty and Mr. S.N.Menon, Directors have resigned with effect from20.11.2012 and 11.03.2013, respectively. TheCompany has a Non-Executive Non-IndependentChairman and the number of Independent Directors ason April 01, 2013 is 50% of the total strength of theBoard. The number of Non-Executive Directors is morethan 50% of the total strength of the Board.

None of the Directors on the Board is a member of morethan 10 Committees and Chairman of more than 5Committees (as specified in Clause 49), across all thePublic companies in which they were a Director. All theDirectors have made necessary disclosures regardingCommittee positions.

The Non - Executive Directors are paid sitting fees asper the Companies Act, 1956. Apart from sitting feesthe Non -Executive Directors are eligible for commissionnot exceeding 1% of the net profit of the companycomputed in accordance with Section 309 of theCompanies Act, 1956. The payment of commission toNon Executive Directors has been approved by the

shareholders at the Annual General Meeting held on July18, 2012, for a period of 5 years with effect from April1, 2012. However, commission has not been paid tothe Non Executive Directors for the financial year 2011-12 and no Commission is proposed for the financial year2012-13.

BOARD MEETINGS

The Board of Directors met five times during the financialyear 2012-13 and within the time gap as stipulated inClause 49 of the Listing Agreement. The dates on whichthe Board meetings were held are as follows:

(i) April 23, 2012 (ii) July 18, 2012 (iii) October 18,2012 (iv) January 21, 2013 and (v) March 16, 2013.

The necessary quorum was present at all the meetings.

The details of attendance of individual Directors in theBoard Meeting, at last Annual General Meeting and theirDirectorship and Committee Membership in other publiccompanies are given below:

No. of Last AGM Other Public CompaniesBoard held on Directorship Committees

Name of Category Meetings July 18,Director 2012

attended attended Member Chairman Member Chairman

Mr. Anand Sen Promoter, Non 5 Yes 2 1 2 NILChairman. Independent,DIN-00237914 Non-Executive

Dr. S. K. Independent, 5 Yes 1 NIL 1 NILBhattacharyya Non-ExecutiveDIN-00026534

Mr. S. N. Menon Independent, Nil No — — — —DIN-01475746 Non-Executive(Upto 11.03.2013)

Mr. Dipak K Banerjee Independent, 5 Yes 8 1 5 4DIN-00028123 Non-Executive

Mr. V. S. N. Murty Promoter, Non 3 Yes 5 — 4 —DIN-00092348 Independent,(Upto 19.11.2012) Non-Executive

Mr. Osamu Promoter, Non 2 Yes NIL NIL NIL NILNishimura Independent,DIN-02503767 Non-Executive

Prof. Ranjan Das Independent 3 No 1 NIL NIL NILDIN-01738493 Non-Executive

Mr. Om Narayan Non 5 Yes NIL NIL NIL NILDIN-01005028 Independent,(Upto 31.03.2013) Executive

Mr. Hridayeshwar Non- 2 NA NIL NIL NIL NILJha IndependentDIN-01298891 Executive(w.e.f. 01.12.2012)

CORPORATE GOVERNANCE REPORT FOR THE YEAR 2012-13(As required under clause 49 of the Listing Agreement entered into with the Stock Exchange)

23

Apart from the formal Board meeting, in case of urgencythe Board also passes resolution through Circularresolution in accordance with the provisions of Section289 of the Companies Act, 1956, read with Article 164of the Articles of Association of the Company.

The Compliance to all applicable Laws is periodicallyreviewed by the Audit committee. The Audit committeereports to the Board on the same. The Managing Directorsubmits a compliance certificate on quarterly basis atthe meetings of the Board.

The ‘Tata Code of Conduct', as adopted by theCompany, is applicable to the Executive Directors, SeniorManagement Personnel and other employees of theCompany. The Company has received confirmation fromthe Executive Director as well as Senior ManagementPersonnel regarding compliance of the code during the yearunder review. The Company has laid down the 'Code ofConduct for Non- Executive Directors' of the Company.The Company has also received confirmations from theNon-Executive Directors regarding compliance of the codeduring the year under review. These codes are postedon www.tayo.co.in, the website of the Company. TheManaging Director's declaration to the affirmation ofthe Code of Conduct is on page no. 30 of this report.

BOARD COMMITTEES

The Board has constituted Committee of Directors tomonitor the activities and to deal with matters withinthe terms of reference of the Committees there of:

(a) Audit Committee

A qualified and Independent Audit Committee wasconstituted in the year 1997.

The Company has complied with the requirements ofClause 49II (A) of the Listing Agreement with regard tocomposition of the Committee. The members of theAudit Committee are Non-Executive Directors, withmajority of them being independent. The Chairman ofthe Committee is an independent director. The membersbring with them vast experience in the field ofoperations, technical and finance. The Chief FinancialOfficer, Internal Auditor and Statutory Auditor attendthe Audit Committee meetings. Other senior executivesattend the meeting as and when invited by theCommittee. The Company Secretary acts as theSecretary of the Audit Committee.

The Audit Committee has been granted powersprescribed under Clause 49II(C) of the ListingAgreement and the scope of the activities of the AuditCommittee is as set out in Clause 49 of the Listing

Agreement with the Stock Exchange. The broad termsof reference of the Audit Committee include reviewingInternal Auditors' report, internal control system andprocedures, compliance of statutory requirements,appointment of Statutory Auditors, appointment of CostAuditors and fixation of their fees and all other powersas specified in Clause 49 of the Listing Agreement.

The Audit Committee reviews the financial statementswith the statutory auditors and the management withreference to the accounting policies and practices, beforerecommending the same to the Board for approval.Along with financial reviews the Audit Committee alsoreviews the statement of related party transactions,Internal Control weakness report issued by InternalAuditor and Statutory Auditors and also theManagement Discussion & Analysis.

The Audit Committee met four times during the yearon (i) April 21, 2012, (ii) July 18, 2012, (iii) October18, 2012 and (iv) January 21, 2013.

The necessary quorum was present at all the meetings.

Composition of Audit Committee and details of the meetingattended during the financial year 2012-13 are as follows:

Name Category No. of meetings attended

Dr. S. K. Bhattacharyya Independent, Non-Executive 4Chairman

Mr. Dipak K. Banerjee Independent, Non-Executive 4

Mr. S. N. Menon Independent, Nil(Upto 11.03.2013) Non-Executive

Mr. V. S. N. Murty Promoter, Non-Independent, 3(Upto 19.11.2012) Non-Executive

Prof. Ranjan Das Independent, Non-Executive Nil(w.e.f. 21.01.2013)

Mr. Hridayeshwar Jha Promoter, Non-Independent, Nil(w.e.f. 21.01.2013) Executive

Dr. S. K. Bhattacharyya, Chairman of the Audit Committeewas present at the last Annual General Meeting held onJuly 18, 2012.

Whistle Blower Policy

The Company has adopted the Whistler Blower Policy whichprovides a formal mechanism for all employees of theCompany to approach to the Ethics Counselor / Chairmanof the Audit Committee of the Company and to makeprotective disclosure about unethical behavior, actual orsuspected fraud or violation of the Company's Code ofConduct. The Whistle Blower Policy is an extension of theTata Code of Conduct, which requires every employee topromptly report to the management any actual or possibleviolation of the Code or an event he becomes aware of,

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that could affect the business or reputation of the Company.Under the policy, each employee of the Company has anassured access to the Ethics Counselor/ Chairman of theAudit Committee.

The Company does not have any Subsidiary Company.

The Company has laid down Risk Management Policy, whichis regularly reviewed by the management.

(b) Remuneration Committee

The Remuneration Committee was constituted in theyear 1994.

The Remuneration Committee comprises Non-Executive Directors, majority of them being IndependentDirectors. The Chairman of the RemunerationCommittee is an Independent Director. The terms ofreference of the Remuneration Committee are torecommend to the Board, salary (including annualincrements), perquisites and allowances, incentiveremuneration, if any, Performance Bonus / Commission(variable component), to be paid to the Company'sManaging/Whole-time Director(s), to finalize theperquisites and allowances package within the overallceiling fixed by the Board, recommend retiral benefitsto be paid to the Managing/Whole-time Director(s) underthe Tata Group Retirement Benefits Guidelines adoptedby the Board. The Remuneration Committee alsoconsiders the annual commission payable to the Non-Executive Directors.

The Remuneration Committee met once on April 23,2012 during the year 2012-13. During the year theRemuneration Committee also passed a CircularResolution, which has subsequently been ratified by theBoard at its meeting.

Composition of Remuneration Committee and details ofthe meeting attended during financial year 2012-13 areas follows:

Name Category No. of meetings attendedduring 2012-13

Dr. Dr. S. K. Independent, Non-Executive 1Bhattacharyya(Chairmanw.e.f. 21.01.2013)

Mr. S. N. Menon Independent, Non-Executive Nil(upto 21.01.2013)

Mr. Anand Sen Promoter, Non Independent, 1Non-Executive

Mr. Dipak K. Banerjee Independent, Non-Executive 1

Prof Ranjan Das Independent, Non-Executive Nil(w.e.f. 21.01.2013)

Remuneration Policy

Based on the industry standards, broad frame work ofgroup policy, merit, Company's performance and theterms of appointment approved by the Shareholders atthe general meeting, the Company pays remunerationby way of salary, perquisites and allowances (fixedcomponent) Performance Bonus/Commission (variablecomponent) to the Managing/Whole-time Director(s).The salary is paid within the range approved by theShareholders. The Annual increment is effective from1st Apri l each year, as recommended by theRemuneration Committee and approved by the Board.The ceiling on perquisites and allowances as a percentageof salary is fixed by the Board and within the prescribedceiling; the perquisites package is recommended by theRemuneration Committee and approved by the Board.Commission/ Performance Linked Remunerationpayable to the Managing/ Whole-time Director(s) aredetermined by the Board at the end of the financial yearbased on the recommendation of the RemunerationCommittee, subject, however, to the overall ceilings onremuneration stipulated in Sections 198, 309 andSchedule XIII of the Companies Act, 1956. Specificamount payable to each Director is based on theperformance criteria laid down by the Board.

The Non-Executive Directors are paid remuneration byway of sitting fees and commission. The Company paidsitting fees of Rs. 15,000/- (Rupees fifteen thousandonly) per meeting to its Non-Executive Directors, forattending Board meeting, Audit Committee andRemuneration Committee meetings and Rs. 10,000/-(Rupees ten thousand only) per meeting for any otherCommittee meeting. However, considering the financialposition of the Company the Promoter's Directors haveresolved not to take sitting fees for attending the Boardor Committee meetings. Total sitting fees paid to theNon-Executive Directors for attending meetings of theBoard and Committees thereof during the financial year2012-13 amounted to Rs. 3,16,000/- (Rupees threelakhs sixteen thousand) only.

In terms of shareholders' approval obtained at the AnnualGeneral Meeting held on July 18, 2012, the Non-Executive Directors are also paid commission at the ratenot exceeding 1% of the net profits computed inaccordance with Sec 309 (5) of the Companies Act,1956. The commission is distributed on the basis of Boardand various Committee meetings attended and chaired bythe Non-Executive Directors. Due to inadequacy of profitsduring the financial year 2012-13, commission will notbe paid to the Non-Executive Directors.

The Company has not granted any stock options to itsNon-Executive Directors.

25

Details of remuneration paid to Non-ExecutiveDirectors towards sitting fees for attending theBoard and Committee meetings for the financialyear 2012-13 are as follows:

Name Sitting feesfor 2012-13 (Rs.)

Mr. Anand Sen ----

Dr. S. K. Bhattacharyya 1,39,000.00

Mr. S. N. Menon ----

Mr. Dipak K. Banerjee 1,39,000.00

Mr. V.S. N. Murty ----

Mr. Osamu Nishimura ----

Prof. Ranjan Das 38,000.00

Total 3,16,000.00

Details of remuneration paid to the Managing Directorand Joint Managing Director for the financial year 2012-13 are as follows:

(Rs. in Lakhs)

Name Salary Allowances & Performance StockPerquisites Bonus/ Options

Variable Pay#

Mr. Om Narayan*(Managing Director) 37.63 21.82 37.00 NIL(upto 31.03.2013)

Mr. HridayeshwarJha, Joint Managing 12.32 3.27 — NILDirector**(w.e.f. 01.12.2012)

#Will be paid after approval of the Central Government.

* The Board has approved an ex-gratia amount of Rs. 15.00 lakhsto Mr. Om Narayan on his retirement.

** Mr. Hridayeshwar Jha has been appointed as Managing Directorwith effect from April 01, 2013. Prior to that Mr. Jha was the JointManaging Director of the Company since 01.12.2012.

Service Contract, Severance Fees and Notice Period

Period of Contract : Three years (From 01.12. 2012 toMr. Hridayeshwar Jha 30.11.2015)

The contract may be terminated by eitherparty, giving the other party six months'notice or the Company paying six months'salary in lieu thereof.

Severance fees : There is no separate provision for paymentof severance fees.

c) Shareholders/Investors Grievance CommitteeThe Shareholders/ Investors Grievance Committee wasconstituted in the year 2001.

The terms of reference of the Shareholders' Grievanceand Share Transfer Committee are to specifically look into

the redressal of Investors' complaints like transfer of shares,non-receipt of balance sheet and non-receipt of declareddividend, etc. The Shareholders/Investors GrievanceCommittee comprises of Non-Executive Directors.

Composition of Shareholders/Investors GrievanceCommittee:Name Category

Mr. Anand Sen Promoter, Non-Independent,Chairman Non-Executive

Prof. Ranjan Das Independent, Non-Executive

Mr. V. S. N. Murty Promoter, Non-Independent,(upto 19.11.2012) Non-Executive

Mr. Hridayeshwar Jha Promoter, Non- Independent,(w.e.f. 21.01.2013) Executive

During the year under review the Company has receiveda number of correspondences from its shareholdersrelating to non-receipt of dividend, non-receipt of sharessent for transfer, enquiry for dematerialization, split/transmission, change in address etc. No correspondencewas pending as on 31.03.2013.

d) Share Transfer CommitteeConstituted in the year 1969.

Share Transfer Committee was constituted forapproving transfer, sub-division of shares and issueof fresh share certificates with the followingmembers, with the authority to act individually. TheCommittee met as and when required.

Name Category

Mr. Anand Sen Promoter, Non-Independent,Chairman Non-Executive


Mr. Om Narayan Promoter, Non-Independent,(upto 31.03.2013) Executive

Mr. Hridayeshwar Jha Promoter, Non-Independent,(w.e.f. 21.01.2013) Executive

Mr. Prashant Kumar Company Secretary &Compliance Officer

e) Ethics & Compliance CommitteeConstituted in the year 2002.

Ethics and Compliance Committee has beenconstituted in terms of the Amended regulations ofSEBI (Prohibition of Insider Trading) Regulations,1992. The Board had adopted the "Tata Code ofConduct for Prevention of Insider Trading" and"Code of Corporate Disclosure Practices" for itsDirectors, Officers and Employees.

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26

The terms of reference of the Committee are tooversee the implementation of regulation of thecode, take on record the status report prepared bythe Compliance Officer detailing the dealings inSecurities by the specified persons and decide onpenal action in respect of violation of the regulation/code by the specified person.

Mr. Suresh Padmanabhan, DGM (Finance &Accounts), has been appointed as the ComplianceOfficer for implementation of Tata Code of Conductfor Prevention of Insider Trading and overseeing thecompliance with the Regulations and Code acrossthe Company.

The Managing Director and the Company Secretary& Compliance Officer have been appointed as thePublic spokesperson pursuant to the code as requiredunder the regulation, who would be responsible toensure timely and adequate disclosure of pricesensitive information to the investors.

f) Governance CouncilConstituted in the year 2003.

Governance Council of the Board is responsible forthe formation and evaluation of the Board ofDirectors of the Company. The Council is constitutedwith the following Directors:

Mr. Anand Sen Promoter, Non-IndependentChairman Non-Executive

Dr. S. K. Bhattacharyya Independent, Non Executive

g) Committee of the BoardConstituted in the year 2003.

The terms of reference of the Committee of the Board(COB) are to approve capital expenditure schemes andto recommend to the Board, capital budget and othermajor capital schemes, to consider new business,diversification and future strategy. The Committee isconstituted with the following Directors:

Dr. S. K. Bhattacharyya, Independent, Non-ExecutiveChairman


Mr. Hridayeshwar Jha Promoter, Non-Independent,(w.e.f. 21.01.2013) Executive

Other than the above Committees, the Board alsoconstitutes Committee for specific purpose as and whenrequired.

Name, Designation & address of ComplianceOfficer

Mr. Prashant Kumar,Company Secretary & Compliance Officer,Tayo Rolls Limited,XLRI New Administrative Building,C. H. Area (East),Jamshedpur - 831 001Tel.No.0657-2225643/2231384Fax No.0657-2226435E-mail : [email protected] [email protected]

GENERAL BODY MEETING DETAILS

Location and time where last three Annual GeneralMeetings were held:

Year Date Time Venue

2012 18.07.2012 4.00 p.m. TMDC Auditorium, XLRICampus, C. H. Area (East),Jamshedpur- 831001

2011 26.07.2011 3.00 p.m. TMDC Auditorium, XLRICampus, C. H. Area (East),Jamshedpur- 831001

2010 14.09.2010 4.00 p.m. Centre for Excellence,Jubilee Road, Jamshedpur-831001

Special Resolution passed in the last three Yearsat Annual General Meetings:

The Special Resolutions passed in the previous threeAnnual General Meetings are as under:

AGM Date Special Resolutions Passed

18.07.2012 Payment of Commission to the Non-executive Directors at a rate not exceeding1% of the net profit for a period of fiveyears with effect from 01.04.2012

Payment of Remuneration to Mr. OmNarayan in excess of limits specified underschedule XIII of the Companies Act, 1956

26.07.2011 No Special Resolution was Passed

14.09.2010 No Special Resolution was Passed

During the financial year 2012-13 no ExtraordinaryGeneral Meeting was held.

No special resolution was passed through Postal Ballotin the last year and no Postal Ballot is proposed for thisyear either.

27

As required under the Clause 49 (G) (i) of the AmendedClause 49 of the Listing Agreement, particulars ofDirectors seeking appointment / reappointment are givenin the Annexure to the Notice.

Disclosures

i) Disclosures on materially significant related partytransactions i.e. transactions of the Company ofmaterial nature, with its promoters, the Directors orthe management, their subsidiaries or relatives etc.,that may have potential conflict with the interestsof company at large :

There are no materially significant related partytransactions which have potential conflict with theinterest of the company at large. The related partytransactions are given in the notes on the Balance-sheet and Profit & Loss Account at Page Nos. 58-60. The Register of Contracts is placed at the Boardof Directors as per the requirements of theCompanies Act, 1956.

ii) There are no instances of non-compliance by theCompany or strictures imposed by the StockExchanges, SEBI or any other regulatory authorityon any matter related to capital markets, during thelast three years.

iii) The Board at its meeting has adopted the RiskManagement framework and the same is beingperiodically reviewed by the Board & CompanyManagement.

iv) The Company has complied with all the applicableAccounting Standards.

v) Management Discussion and Analysis Report formsa part of the Director's Report.

vi) The relevant disclosures on the remuneration ofdirectors have been included under "RemunerationPolicy" in this Report.

vii) During the financial year 2011-12 the AuthorisedShare Capital of the Company had been increasedfrom Rs. 15.00 crores (Rupees fifteen crores) toRs. 100.00 crores (Rupees one hundred crores) bycreation of 85,00,000 (eighty five lakhs) RedeemablePreference Shares of Rs. 100/- (one hundred) each.The Company had issued and allotted the aforesaidRedeemable Preference Shares on a preferentialbasis to the Promoters of the Company namely, TataSteel Limited and Yodogawa Steel Works, Limited,Japan. Tata Steel Limited has subscribed RedeemablePreference Shares of worth Rs. 65.00 crores (Rupeessixty five crores) and Yodogawa Steel Works, Limited,Japan has subscribed Redeemable Preference Sharesof worth Rs. 20.00 crores (Rupees twenty crores).The audit Committee is monitoring the utilizationand deployment of the funds raised.

viii) The Financial Results (under Clause 41 of the ListingAgreement) and Shareholding Pattern (under Clause35 of the Listing Agreement) have also beenuploaded in www.corpfiling.co.in

ix) The Details of adoption/non-adoption of the non-mandatory requirements as specified in AnnexureID of Clause 49 are as under:

Details of Compliance/ Adoption of the Non-Mandatory requirements under the revised Clause 49 ofthe 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 Notexpenses and also allowed reimbursement of expenses incurred for performance of his duties Adopted

2. Remuneration Committee

i) The above Committee has been constituted for recommending the remuneration ofMD/WTD, retiral benefits of MD/ WTDs.

ii) The Chairman of the Committee is an Independent Director Adopted

iii) All the Members of the Committee have been present at the Meetings held so far.

iv) The Chairman of the Committee was present at the last Annual General Meeting of the Members.

3. Independent Directors

Non-Executive Directors may have a tenure not exceeding in the aggregate, a period of 9 years Adoptedon the Board of the Company.

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4. Shareholder rights

The half yearly declaration of financial performance including summary of the significant events Not Adoptedin the last 6 months should be sent to each household of shareholders.

5. Audit qualifications

The company may move towards a regime of unqualified financial statements Not Adopted

6. Training of Board Members

Board Members may be trained in the business model of the company as well as on the risk Not Adoptedprofile of the business parameters of the company, their responsibilities as Director and thebest ways of discharging them.

7. Evaluation of Non-Executive Board Members

Mechanism for evaluating performance of Non-Executive Directors by peer group consisting Not Adoptedof entire Board excluding the Director being evaluated.

8. Whistle Blower Policy

The company may establish a mechanism for employees to report to the Management concerns Adoptedabout unethical behaviour, actual or suspected fraud or violation of the company's code ofconduct or ethics policy.

RECONCILIATION OF SHARE CAPITAL AUDIT

A qualified Practicing Company Secretary carried outthe Share Capital Reconciliation Audit to reconcile thetotal issued and paid up capital with National SecuritiesDepository Limited (NSDL) and Central DepositoryServices (India) Limited (CDSL) with the total issued andlisted capital. The audit confirms that the total issued/paid up capital is in agreement with the total number ofShares in the physical form and the total number ofdematerialized shares held with NSDL and CDSL.

CEO/ CFO CERTIFICATION

The Managing Director and Deputy General Manager(Finance & Accounts), who heads the Finance function,have submitted the required Certificate to the Board atits meeting held on April 25, 2013, wherein the AuditedAccounts of the Company for the financial year 2012-13 were considered.

MEANS OF COMMUNICATION

The quarterly and annual results along with the segmentalreport are generally published in Business Standard (inEnglish) & Prabhat Khabar, Hindustan, Dainik Bhaskar& Uditvani (in Hindi) and also been posted in Company'sWeb site www.tayo.co.in shortly after its submission tothe Stock Exchange.

GENERAL SHAREHOLDER INFORMATION

i) AGM: Date, time and venue : Friday, June 14, 2013at 3.00 p.m., at Tata Management Development

Centre auditorium, XLRI Campus, Bistupur,Jamshedpur -831 001

ii) As required under Clause 49(IV)(G)(i), particulars ofDirectors seeking appointment/ reappointment areannexed to the Notice of the Annual General Meetingto be held on June 14, 2013.

iii) Financial Calendar : April to March

Annual General Meeting : June 14, 2013

Reviewed Financial Results :

Quarter 1, 2013-14 - 3rd week of July, 2013

Quarter 2, 2013-14 - 3rd week of October 2013

Quarter 3, 2013-14 - 3rd week of January 2014

Audited Financial Results

Quarter 4, 2013-14 - 3rd week of April 2014

iv) Date of book closure : June 7, 2013 to June14, 2013 (both days inclusive)

Dividend Payment date : The directors have notrecommended anydiv idend for thefinancial year 2012-13.

v) Listing on Stock Exchange : The Company's sharesare l i s ted on theBombay Stock ExchangeLtd. (BSE)

The Company has paid the annual listing fees to allthe Stock Exchange where its shares are listed forthe financial year 2012-13.

29

vi) Stock Code : 504961 (BSE)

vii) Market Information:

Market Price Data: High, Low (based on the closingprices) and volume during each month in lastfinancial year, as under:

Bombay Stock Exchange

High Low Volume(Rs.) (Rs.) (No. of Shares)

April -12 71.60 60.85 31540

May -12 72.85 62.00 24776

June -12 72.65 62.70 43010

July -12 87.90 68.55 95225

August -12 97.00 77.05 114423

September -12 109.95 78.35 358476

October -12 96.95 72.60 64975

November -12 79.80 60.25 114746

December -12 72.20 66.00 68747

January -13 80.50 65.00 71687

February -13 68.55 51.55 58810

March -13 56.95 41.00 48695

viii) Performance of Company's Share Price :

The performance of the Company's share prices incomparison to the BSE Sensex during the financialyear 2012-13, was as under:

ix) Registrar & Transfer Agents:TSR Darashaw Private Limited6-10, Haji Moosa Patrawala Ind Estate,(Near Famous Studio) 20, Dr. E. Moses Road,Mahalaxmi, Mumbai - 400 011Tel. no. : (022) 6656-8484Fax no. : (022) 6656-8494/96E-mail : [email protected] : www.tsrdarashaw.com

Branch Offices of TSR Darashaw Private LtdTSR Darashaw Private Limited TSR Darashaw Private LimitedBunglow No-1, "E" Road, Tata Centre, 1st FloorNorthern Town, Bistupur 43, Jawahar Lal Nehru Road,Jamshedpur - 831 001 Kolkata - 700 071Phone : 0657-2426616 Phone : 033-22883087Fax : 0657-2426937 Fax : 033-22883062E-mail : [email protected] E-mail : [email protected]

TSR Darashaw Private Limited TSR Darashaw Private Limited503, Barton Centre 2/42, Sant Vihar, Ansari Road,(5th Floor), 84, M.G.Road Daryaganj,Bangalore- 560 001 New Delhi - 110 002Phone : 080-25320321 Phone : 011-23271805Fax : 080-25580019 Fax : 011- 23271802E-mail : [email protected] E-mail : [email protected]

Agent of TSR Darashaw Private 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 Kumar Mr. Deepak TambeCompany Secretary & C. O. Senior AssociateTayo Rolls Limited TSR Darashaw Private LtdXLRI New Administrative Building 6-10 Haji moosa Patrawala Ind EstateXLRI Campus, C.H. Area (East) 20, Dr. E. Moses RoadJamshedpur - 831 001 Mumbai - 400 011Phone: 0657- 2225643 Phone : 022- 66568484Fax : 0657- 2226435 Fax : 022- 66568494/96E-mails : [email protected] E-mails : [email protected]

[email protected] Website: [email protected]

x) Share transfer system:

a) Physical Form:

The Board has authorised a few Directors andthe Company Secretary severally to approve thetransfer of shares.

Share transfers in physical form can be lodgedeither at the Registered Office of the Companyor with TSR Darashaw Private Limited, theRegistrar & Transfer Agents, at the above-mentioned address or any of their branch offices,addresses of which are available on their website.

Transfers are normally processed within 15 daysfrom the date of receipt, provided the documentsare complete in all respects. Certain executives(including the Managing Director) are severallyempowered to approve transfers.

b) Demat Form:

The Company has made arrangements todematerialize its shares through NationalSecurities Depository Limited (NSDL) andCentral Depository Services (India) Limited(CDSL) and Company's ISIN No. isINE895C01011.The shares of the Company areactively traded in the Stock Exchange where theyare listed. As on March 31, 2013, 95.77 %shares of the Company were in Dematerializedform.

TAYO ROLLS

Forty-Fourth annual report 2012-13

30

xi) a) Distribution of shareholdings as on 31.03.2013:

Shareholders Share Amount

No. of Equity No. of No. of % to Rs. % toShares held Holders Shares Total Total

1 – 5000 7958 10,99,077 92.45 1,09,90,770 10.71

5001 – 10000 375 2,87,339 4.36 28,73,390 2.80

10001– 20000 145 2,18,271 1.68 21,82,710 2.13

20001 – 30000 39 1,00,070 0.45 10,00,700 0.98

30001 – 40000 22 78,248 0.26 7,82,480 0.76

40001– 50000 14 64,730 0.16 6,47,300 0.63

50001–100000 35 2,59,314 0.41 25,93,140 2.53

100001 20 81,53,886 0.23 8,15,38,860 79.46and above

TOTAL 8608 1,02,60,935 100.00 10,26,09,350 100.00

b) Shareholding pattern as on 31.03.2013

Sl. No. Category No. of Shares %

I. Promoters/Associate 75,12,367 73.21companies, etc.

II. Financial Institutions 1,550 0.02

III. Other Bodies Corporate/Trusts 3,40,317 3.32

IV. Directors & Relatives --- ---

V. General Public 24,06,701 23.45

TOTAL 1,02,60,935 100.00

c) Top five Equity Shareholders as on 31.03 2013:

Sl. No. Category No. of Shares %

I. Tata Steel Limited. 55,87,372 54.45

II. Yodogawa Steel Works Limited 15,36,704 14.98

III. Sojitz Corporation 3,07,341 3.00

IV. Everett Consultants Pvt Ltd 78,255 0.76

V. Gautam Chokhany 78,000 0.76

TOTAL 75,87,672 73.95

xii) The Company has no outstanding GDR/ADR/Warrants or any convertible instrument.

xiii) Plant location : TAYO Works, Gamharia,Distt: Seraikella- Kharsawan,Jharkhand.

xiv) RegisteredOffice Address : Tayo Rolls Limited,

XLRI New AdministrativeBuilding, XLRI Campus,C.H. Area (East)Jamshedpur - 831 001Tel. : (0657) 2225643/2231384Fax : (0657) 2226435E-mail: [email protected]: www.tayo.co.in

A Certificate from the Auditors of the Company, M/s. Deloitte Haskins & Sells, Chartered Accountants, regardingdue Compliance of conditions stipulated in Clause 49 of the Listing Agreement is annexed hereto.

Jamshedpur On Behalf of Board of DirectorsApril 25, 2013

Anand SenChairman

DECLARATION

I, Hridayeshwar Jha, Managing Director of Tayo Rolls Limited, on the basis of confirmation received from the BoardMembers and Senior Management personnel, hereby declare that all the Board Members and Senior Managementpersonnel, have affirmed compliance with the Code of Conduct for Non-Executive Directors and the Tata Code ofConduct respectively for the financial year 2012-13.

Jamshedpur (Hridayeshwar Jha)April 25, 2013 Managing Director


31

Auditors’ ReportTo The Members of Tayo Rolls Limited

Report on the Financial Statements

We have audited the accompanying financial statements ofTAYO ROLLS LIMITED (“the Company”), which comprisethe Balance Sheet as at 31st March, 2013, the Statement ofProfit and Loss and the Cash Flow Statement for the year thenended, and a summary of the significant accounting policiesand other explanatory information.

Management’s Responsibility for the FinancialStatements

The Company’s Management is responsible for the preparationof these financial statements that give a true and fair view of thefinancial position, financial performance and cash flows of theCompany in accordance with the Accounting Standards referredto in Section 211 (3C) of the Companies Act, 1956 (“the Act”).This responsibility includes the design, implementation andmaintenance of internal control relevant to the preparation andpresentation of the financial statements that give a true and fairview and are free from material misstatement, whether due tofraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financialstatements based on our audit. We conducted our audit inaccordance with the Standards on Auditing issued by the Instituteof Chartered Accountants of India. Those Standards requirethat we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether thefinancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidenceabout 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 misstatementof the financial statements, whether due to fraud or error. Inmaking those risk assessments, the auditor considers the internalcontrol relevant to the Company’s preparation and fairpresentation of the financial statements in order to design auditprocedures that are appropriate in the circumstances, but notfor the purpose of expressing an opinion on the effectivenessof the Company’s internal control. An audit also includesevaluating the appropriateness of the accounting policies usedand the reasonableness of the accounting estimates made bythe Management, as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid financial statementsgive the information required by the Act in the manner sorequired and give a true and fair view in conformity with theaccounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of theCompany as at 31st March, 2013;

(b) in the case of the Statement of Profit and Loss, of the lossof the Company for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows ofthe Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order,2003 (“the Order”) issued by the Central Government interms of Section 227(4A) of the Act, we give in the Annexurea statement on the matters specified in paragraphs 4 and 5of the Order.

2. As required by Section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanationswhich to the best of our knowledge and belief werenecessary for the purposes of our audit.

(b) In our opinion, proper books of account as required bylaw have been kept by the Company so far as it appearsfrom our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss,and the Cash Flow Statement dealt with by this Reportare in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement ofProfit and Loss, and the Cash Flow Statement complywith the Accounting Standards referred to in Section211(3C) of the Act.

(e) On the basis of the written representations received fromthe directors as on 31stMarch, 2013 taken on record bythe Board of Directors, none of the directors isdisqualified as on 31st March, 2013 from beingappointed as a director in terms of Section 274(1) (g) ofthe Act.

For DELOITTE HASKINS & SELLSChartered Accountants

(Firm Registration No. 302009E)

(Abhijit Bandyopadhyay)Jamshedpur (Partner)25th April, 2013 (Membership No. 054785)

TAYO ROLLS


32

Annexure to the Auditors’ Report

(Referred to in paragraph 1 under ‘Report on Other Legaland Regulatory Requirements’ section of our report of evendate)

(i) Having regard to the nature of the Company’s business/activities / results during the year, clauses (xii), (xiii),(xiv), (xv), (xviii), (xix) and (xx) are not applicable to theCompany.

(ii) In respect of its fixed assets:

(a) The Company has maintained proper recordsshowing full particulars, including quantitativedetails and situation of fixed assets.

(b) Some of the fixed assets were physically verifiedduring the year by the Management in accordancewith a programme of verification, which in ouropinion provides for physical verification of allthe fixed assets at reasonable intervals. Accordingto the information and explanations given to usno material discrepancies were noticed on suchverification.

(c) The fixed assets disposed off during the year, inour opinion, do not constitute a substantial partof the fixed assets of the Company and suchdisposal has, in our opinion, not affected thegoing concern status of the Company.

(iii) In respect of its inventories:

(a) As explained to us, the inventories were physicallyverified during the year by the Management atreasonable intervals.

(b) In our opinion and according to the informationand explanations given to us, the procedures ofphysical verification of inventories followed by theManagement were reasonable and adequate inrelation to the size of the Company and the natureof its business.

(c) In our opinion and according to the informationand explanations given to us, the Company hasmaintained proper records of its inventories andno material discrepancies were noticed onphysical verification.

(iv) The Company has neither granted nor taken any loans,secured or unsecured, to/from companies, firms orother parties covered in the Register maintained underSection 301 of the Companies Act, 1956.

(v) In our opinion and according to the information andexplanations given to us, having regard to theexplanations that some of the items purchased are ofspecial nature and suitable alternative sources are notreadily available for obtaining comparable quotations,

there is an adequate internal control systemcommensurate with the size of the Company and thenature of its business with regard to purchases ofinventory and fixed assets and the sale of goods andservices. During the course of our audit, we have notobserved any major weakness in such internal controlsystem.

(vi) In respect of contracts or arrangements entered in theRegister maintained in pursuance of Section 301 ofthe Companies Act, 1956, to the best of our knowledgeand belief and according to the information andexplanations given to us:

(a) The particulars of contracts or arrangementsreferred to in Section 301 that needed to beentered in the Register maintained under the saidSection have been so entered.

(b) Where each of such transaction is in excessof Rs. 5 lakhs in respect of any party, thetransactions have been made at prices which areprima facie reasonable having regard to theprevailing market prices at the relevant time, otherthan certain purchases which are of a specialnature for which comparable quotations are notavailable and in respect of which we are,therefore, unable to comment.

(vii) In our opinion and according to the information andexplanations given to us, the Company has compliedwith the provisions of Sections 58A, 58AA or any otherrelevant provisions of the Companies Act, 1956 andthe Companies (Acceptance of Deposits) Rules, 1975with regard to the deposits accepted from the public.According to the information and explanations givento us, no order has been passed by the Company LawBoard or the National Company Law Tribunal or theReserve Bank of India or any Court or any otherTribunal.

(viii) In our opinion, the Company has an adequate internalaudit system commensurate with the size and the natureof its business.

(ix) We have broadly reviewed the cost records maintainedby the Company pursuant to the Companies (CostAccounting Records) Rules, 2011 prescribed by theCentral Government under Section 209(1)(d) of theCompanies Act, 1956 and are of the opinion that,prima facie, the prescribed cost records have beenmaintained. We have, however, not made a detailedexamination of the cost records with a view to determinewhether they are accurate or complete.

(x) According to the information and explanations givento us, in respect of statutory dues:

33

(a) The Company has generally been regular indepositing undisputed statutory dues, includingProvident Fund, Investor Education andProtection Fund, Income-tax, Sales Tax, WealthTax, Service Tax, Customs Duty, Excise Duty,Cess and other material statutory dues applicableto it with the appropriate authorities. With respectto Employees’ State Insurance Act, 1948, weare informed that the company is in the processof obtaining exemption from the relevantauthorities.

(b) There were no undisputed amounts payable inrespect of Provident Fund, Investor Education andProtection Fund, Income-tax, Sales Tax, WealthTax, Service Tax, Customs Duty, Excise Duty,Cess and other material statutory dues in arrearsas at 31st March, 2013 for a period of morethan six months from the date they becamepayable.

(c) Details of dues of Income-tax, Sales Tax, WealthTax, Service Tax, Customs Duty, Excise Duty andCess which have not been deposited as on 31stMarch , 2013 on account of disputes are givenbelow:

Name Nature of Forum where Period to Amountof Dues Dispute is which the involved

Statute pending amount (Rs. inrelates lakhs)

Income Income Tax Commissioner- 2001-2002 256.41Tax Act Appeals to

2006-2007

Tribunal 2005-2006 33.30

High Court 1987-1988 9.742001-2002 46.21

Central Central Tribunal 2005-2006 12.96Sales Sales TaxTax Act Joint 2006-2007 56.76

Commissioner toof Commercial 2007-2008Taxes-Appeals

Jharkhand Jharkhand Tribunal 2005-2006 1.46Sales Tax Sales TaxAct Commissioner 2005-2006 7.25

of CommercialTaxes

Joint 2006-2007 78.33Commissioner toof Commercial 2007-2008Taxes-Appeals

Central Excise Tribunal 2003-2004 30.83Excise and Duty toService 2008-2009Tax Act

Commissioner- 2008-2009 1.96Appeals

(xi) The accumulated losses of the Company at the end ofthe financial year are not less than fifty per cent of itsnet worth. The Company has incurred cash lossesduring the financial year covered by our audit and inthe immediately preceding financial year.

(xii) The Company did not have any outstandingdebentures or dues to the financial institutions duringthe year. Delays in repayment of dues to banks aregiven below:

Name of Nature Amount Due Date Repayment Delaysthe Bank of dues (Rs lakhs) Date in days

IDBI Bank Principal 21.82 01.04.2012 03.04.2012 2Limited Amount

IDBI Bank Interest 39.22 30.04.2012 06.05.2012 6Limited



IDBI Bank Interest 73.70 31.01.2013 01.02.2013 1

Limited

(xiii) In our opinion and according to the information andexplanations given to us, the term loans have beenapplied by the Company during the year for thepurposes for which they were obtained, other thantemporary deployment pending application.

(xiv) In our opinion and according to the information andexplanations given to us and on an overall examinationof the Balance Sheet, we report that amountsaggregating to Rs. 5711.48 lakhs raised on short-term basis have been used during the year for financinglong term investments by the Company.

(xv) To the best of our knowledge and according to theinformation and explanations given to us, no fraud bythe Company and no material fraud on the Companyhas been noticed or reported during the year.

For DELOITTE HASKINS & SELLSChartered Accountants

(Registration No. 302009E)

(Abhijit Bandyopadhyay)Jamshedpur (Partner)25th April, 2013 (Membership No. 054785)

TAYO ROLLS


34

Balance Sheet as at 31st March, 2013

Rupees in lakhsAs at As at

Note 31.03.2013 31.03.2012I EQUITY AND LIABILITIES(1) Shareholder’s funds

(a) Share Capital 2 9,526.13 9,526.13(b) Reserves and surplus 3 (4,971.40) (1,597.56)

4,554.73 7,928.57(2) Non-current liabilities

(a) Long-term borrowings 4 5,838.62 6,795.69(b) Long-term provisions 5 1,229.63 1,273.63

7,068.25 8,069.32(3) Current liabilities

(a) Short-term borrowings 4 7,390.12 6,114.28(b) Trade payables 6 (A) 7,110.47 5,787.21(c) Other current liabilities 6 (B) 2,891.58 2,608.28(d) Short-term provisions 5 948.09 706.69

18,340.26 15,216.46TOTAL EQUITY AND LIABILITIES 29,963.24 31,214.35

II ASSETS(4) Non-current assets

(a) Fixed assets(i) Tangible assets 7 15,963.21 16,637.90(ii) Intangible assets 7 584.80 705.61(iii) Capital work-in-progress 1,774.66 2,173.82

18,322.67 19,517.33(b) Non-current investments 8 0.14 12.14(c) Long-term loans and advances 9 810.09 564.57

19,132.90 20,094.04(5) Current assets

(a) Inventories 10 (A) 4,751.94 3,972.39(b) Trade receivables 10 (B) 4,049.39 2,887.96(c) Cash and Bank Balances 11 (A) 1,582.95 3,904.94(d) Short-term loans and advances 9 430.95 332.02(e) Other current assets 11 (B) 15.11 23.00

10,830.34 11,120.31TOTAL ASSETS 29,963.24 31,214.35

As per our report of even date attached For and on behalf of the BoardFor Deloitte Haskins & SellsChartered Accountants

Abhijit Bandyopadhyay Prashant Kumar Hridayeshwar Jha Anand SenPartner Company Secretary Managing Director ChairmanJamshedpur, 25th April, 2013

35

Statement of Profit and Loss for the year ended 31st March, 2013

For the year ended31.03.2013 31.03.2012

Note Rupees in lakhs

I Revenue from operations 12(A) 17,808.95 13,962.32

II Other Income 12(B) 127.75 17.17

III Total Revenue (I + II) 17,936.70 13,979.49

IV EXPENSES

(a) Raw materials consumed 6,152.91 6,394.28

(b) Purchases of finished, semi-finished and other products 22.70 76.95

(c) Changes in inventories of finished goods,work-in-progress and stock-in-trade (653.18) (429.90)

(d) Employee benefit expense 13(A) 3,308.64 3,004.20

(e) Finance costs 13(B) 1,830.85 2,125.98

(f) Depreciation and amortisation expense 1,915.64 1,810.94

(g) Other expenses 14 10,374.96 7,434.16

22,952.52 20,416.61

(h) Less: Expenditure (other than interest) transferredto capital & other account 1,313.98 876.73

Total Expenses (IV) 21,638.54 19,539.88

V Profit/(loss) before exceptional andextraordinary items and tax (III - IV) (3,701.84) (5,560.39)

VI Exceptional Items (Refer Note 15.12) 328.00 248.00

VII Profit/(loss) before tax (V + VI) (3,373.84) (5,312.39)

VIII Tax Expense

(1) Current tax — —

Total tax expense — —

IX Profit/(loss) after tax (VII - VIII) (3,373.84) (5,312.39)

X Earnings per equity share:(1) Basic Rs. (32.88) Rs. (51.77)

(2) Diluted Rs. (32.88) Rs. (51.77)

As per our report of even date attached For and on behalf of the BoardFor Deloitte Haskins & SellsChartered Accountants

Abhijit Bandyopadhyay Prashant Kumar Hridayeshwar Jha Anand SenPartner Company Secretary Managing Director ChairmanJamshedpur, 25th April, 2013

TAYO ROLLS


36

Cash Flow Statement for the year ended 31st March, 2013

For the year ended For the year ended31.03.2013 31.03.2012

A. CASH FLOW FROM OPERATING ACTIVITIES Rupees in lakhsNet Profit/ (Loss) before tax (3,373.84) (5,312.39)Adjustment fori) Depreciation 1,915.64 1,810.94ii) Unrealised Loss/ (Gain) on Exchange Fluctuation 4.13 (31.49)iii) (Profit)/Loss on sale of Obsolescence of assets (20.73) (0.21)iv) Write Back of Liabilities (76.01) (3.94)v) Amortisation of Employee Separation Compensation 3.79 6.54vi) Provision for warranty 361.82 223.04vii) (Profit)/Loss on sale of investments (328.00) (248.00)viii) Dividend Income (2.11) —ix) Provision relating to Employee Benefits 246.09 305.94x) Interest Income (50.38) (16.96)xi) Interest Expense 1,830.85 2,125.98xii) Provision for Doubtful Debts (9.00) 20.64xiii) Provision for Wealth Tax 0.11 3,876.20 0.17 4,192.65Operating Profit / (Loss) before Working Capital changes 502.36 (1,119.74)Adjustments fori) Trade and Other receivables (1,257.43) 542.63ii) Inventories (779.55) (197.23)iii) Trade payable and other liabilities 690.75 909.91

(1,346.23) 1,255.31Cash (used in)/Generated from Operation (843.87) 135.57

Direct taxes paid (88.08) (36.58)Net cash (used in) /from Operating Activities (931.95) 98.99

B. CASH FLOW FROM INVESTING ACTIVITIESi) Purchase of Fixed Assets including CWIP (1,134.74) (560.76)ii) Sale of fixed assets 21.27 0.28iii) Sale of Investments 340.00 268.00iv) Dividend received 2.11 —v) Interest received 58.27 7.05vi) Bank balances not considered as Cash and cash equivalents 3.21 2.01Net Cash (used in)/from Investing Activities (709.88) (283.42)

C. CASH FLOW FROM FINANCING ACTIVITIESi) Proceeds from Preference Share — 8,452.47ii) Proceeds/(Repayment) from Borrowings (Short Term) Net 2,025.84 (2,328.13)iii) Proceeds from Borrowing (Long Term) — —iv) Repayment of Borrowing (Long Term) (872.90) (446.01)v) Interest Paid (1,826.67) (1,949.41)vi) Dividend paid (3.21) (2.01)Net Cash (used in)/from Financing Activities (676.94) 3,726.91NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (2,318.77) 3,542.48OPENING CASH AND CASH EQUIVALENTS 3,890.07 347.59CLOSING CASH AND CASH EQUIVALENTS 1,571.30 3,890.07

Note: 1. Figures in brackets represent outflows.2. Previous year figures have been regrouped, where necessary.

As per our report of even date attached For and on behalf of the BoardFor Deloitte Haskins & SellsChartered AccountantsAbhijit Bandyopadhyay Prashant Kumar Hridayeshwar Jha Anand SenPartner Company Secretary Managing Director ChairmanJamshedpur, 25th April, 2013

37

Notes forming part of the Financial StatementsAs at 31st March, 2013

Note 1 (a): General Corporate InformationTayo Rolls Limited, formerly Tata-Yodogawa Limited was incorporated in 1968. The company was promoted by TataSteel Limited in collaboration with Yodogawa Steel Works, Japan and Nissho Iwai Corporation of Japan for productionof Cast Iron and Cast Steel Rolls for metallurgical industries. As a part of its backward integration, Tayo Rolls Limitedhas set up a mini blast furnace of 40,000 tpa for the manufacture of Pig Iron. Other products include Forged Rolls,Engineering Forgings and Ingots.

Tayo has a licence and know-how agreement with Sheffield Forgemasters International, UK, for the transfer of technologyto manufacture forging quality ingots, including round ingots, forged bars, engineering forgings and forged rolls.

Note 1 (b): Accounting Policies

A SIGNIFICANT ACCOUNTING POLICIES1) Basis for Accounting

a) The financial statements of the Company have been prepared in accordance with the Generally AcceptedAccounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under theCompanies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the CompaniesAct, 1956. 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 thosefollowed in the previous year.

b) The Company has incurred net loss of Rs 3,373.84 lakhs and cash losses during the year ended 31stMarch, 2013 and as of that date the accumulated losses of Rs.10, 463.91 lakhs has eroded more than fiftypercent of its net worth. Company’s current liabilities are more than its current assets by Rs 7,509.92lakhs. These financial statements have been prepared on a going concern basis based on a comfort letterreceived from one of its promoters for continued support to the Company with all necessary assistancesincluding financial and operational to continue with the operations of the Company.

2) Cash Flow StatementCash flows are reported using the indirect method, whereby profit/(loss) before extraordinary items and tax isadjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cashreceipts or payments. The cash flows from operating, investing and financing activities of the Company aresegregated based on the available information.

3) Use of EstimatesThe preparation of the financial statements in conformity with Indian GAAP requires the Management to makeestimates and assumptions considered in the reported amounts of assets and liabilities (including contingentliabilities) and the reported income and expenses during the year. The Management believes that the estimatesused in preparation of the financial statements are prudent and reasonable. Future results could differ due tothese estimates and the differences between the actual results and the estimates are recognized in the periods inwhich the results are known / materialize.

4) InventoriesFinished and semi-finished products produced by the Company are carried at lower of cost and net realizablevalue. Raw materials purchased by the Company are carried at lower of cost and net realizable value. Rawmaterial 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 identifiedobsolete and non-moving items.

Cost comprises purchase price, freight and handling, non refundable taxes and duties and other directly attributablecost. Value of inventories are generally ascertained on the “weighted average” basis.

5) DepreciationFixed assets are depreciated on a straight line basis applying the rates specified in Schedule XIV to the CompaniesAct, 1956 or based on estimated useful life whichever is higher. In respect of assets installed up to 31.3.1987,depreciation is provided at the rates in force time to time on straight line method. Intangible assets are amortizedover a period of five years. Premium paid on leasehold land and land development expenses are amortized overthe period of lease.

TAYO ROLLS


38

6) Revenue Recognitioni) Sale of Goods

Revenue from the sale of goods is recognized in the profit and loss account when the significant risks andrewards of ownership have been transferred to the buyer. Revenue includes consideration received orreceivable, excise duty but net of discounts and other sales related taxes.

ii) Export Incentive under Duty Draw Back SystemExport incentive under the Duty Draw Back System is recognized at the time of shipment.

iii) Dividend and Interest incomeDividend income is recognized when the company’s right to receive dividend is established. Interest incomeis recognized on accrual basis based on interest rates implicit in the transactions.

7) Fixed AssetsAll fixed assets are valued at cost less depreciation/amortization. The cost of an asset includes the purchase costof 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 offixed assets are capitalized as part of the cost of the asset until such time that the asset is ready for its intendeduse. Pre-operation 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 depreciatedover the period to the planned relining date.

8) Foreign Exchange TransactionsForeign Currency transactions and forward exchange contracts are recorded on initial recognition in the reportingcurrency i.e. Indian rupees, using the exchange rates prevailing on the date of the transaction. Monetary assetsand liabilities in currencies other than the reporting currency and foreign exchange contracts remaining unsettledare remeasured at the rates of exchange prevailing at the balance sheet date. Exchange difference arising on thesettlement of monetary items, and on the remeasurement of monetary items, are included in profit and loss forthe year. In case of forward exchange contracts, the difference between the contract rate and the spot rate on thedate of transaction is charged to the profit and loss account over the period of the contract.

9) InvestmentLong term investments are carried at cost less provision for permanent 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 withbanks having original maturity of less than three months.

11) Employees Benefitsi) Short Term benefits

Short term employee benefits are recognized as an expense at the undiscounted amount in the profit andloss account of the year in which the related service is rendered.

ii) Post Employment benefitDefined Contribution PlansDefined contribution plans are those plans where the Company pays fixed contributions to a separateentity. Contributions are paid in return for services rendered by the employees during the year. Thecontributions are expensed as they are incurred in line with the treatment of wages and salaries.

Defined Benefit PlansDefined benefit plans are arrangements that provide guaranteed benefits to employees, either by way ofcontractual obligations or through a collective agreement. This guarantee of benefits represents a futurecommitment of the Company and, as such, a liability is recognized. The present value of these definedbenefit obligations are ascertained by independent actuarial valuation as per the requirement of AccountingStandards 15 - Employee Benefits. The liability recognized in the balance sheet is the present value of thedefined 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 recognizedin Profit and Loss Account in full in the year in which they occur.

39

12) Borrowing Costs

Borrowing costs that are attributable to the acquisition, construction of qualifying assets are capitalized as part ofthe cost of such assets till such time the asset is ready for its intended use or sale. A qualifying asset is an asset thatnecessarily takes a substantial period of time to get ready for its intended use. All other borrowing costs arerecognized as an expense in the profit and loss account 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 attribut-able 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 com-puted using the weighted average number of equity shares and dilutive potential equity shares outstanding duringthe year.

14) Taxes on Income

Current Taxes

Provision for Current tax is determined on the basis of taxable income and tax credits computed in accordancewith the provisions of the Income Tax Act, 1961.

Deferred Taxes

Deferred tax assets and liabilities are recognized by computing the tax effect on timing differences which ariseduring the year and reverse in the subsequent periods. Deferred tax assets are recognized only to the extent thatthere is a reasonable certainty that sufficient future taxable income will be available against which such deferredtax assets can be realized.

15) Research and Development

Research and Development costs (other than cost of fixed assets acquired) are charged as an expense in the yearin which they are incurred.

16) Impairment

Wherever events or changes in circumstances indicate that the carrying value of fixed assets may be impaired, thecompany subjects such assets to a test of recoverability, based on higher of discounted cash flows expected fromuse of such assets and net selling price (less cost of disposal) of such assets. If the assets are impaired, thecompany recognizes an impairment loss as the difference between the carrying value and value in use.

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 apast event, the amount of which is reliably estimable, and it is probable that an outflow of resources wouldbe 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 beconfirmed only by the occurrence or non-occurrence of one or more uncertain future events not whollywithin the control of the enterprise, or is a present obligation that arises from past events but is notrecognised because either it is not probable that an outflow of resources embodying economic benefits willbe required to settle the obligation, or a reliable estimate of the amount of the obligation cannot be made.Contingent Assets are neither recognised nor disclosed.

18) Segment Reporting:

The Company identifies primary segments based on the dominant source, nature of risks and returns, internalorganisation, management structure and the internal performance reporting systems. The accounting policies adoptedfor the segment reporting are in line with the accounting policies of the Company. Segment revenue, segmentexpenses, segment assets and segment liabilities have been identified to segments on the basis of the their relation-ship to the operating activities of the segment. Assets and liabilities which relate to the Company as a whole and arenot allocable to segments on reasonable basis have been included under “unallocable asset/liabilities”.

TAYO ROLLS


40

Note 2(A) : Share Capital Rupees in lakhs

As at As at(1) Authorized* : 31.03.2013 31.03.2012

- 15,000,000 Ordinary Shares of Rs. 10 each 1,500.00 1,500.00

(2) 8.50%, 8,500,000 Non-Cumulative Redeemable 8,500.00 8,500.00Preference Shares of Rs. 100 each

Total 10,000.00 10,000.00

(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 at31.03.2012: 10,260,935 Shares) of the above 55,87,372 (asat 31.03.2012: 55,87,372 ) shares of Rs. 10 each are held byTata Steel Ltd., the holding company

(b) 8.50%, 8,500,000 Non-Cumulative Redeemable 8,500.00 8,500.00Preference Shares of Rs. 100 each**

65,00,000 8.50% Non-Cumulative Redeemable PreferenceShares of Rs. 100 each are held by Tata Steel Ltd., the holdingcompany (as at 31.03.2012: 65,000,000) and 20,00,0008.50% Non Cumulative Redeemable Preference Shares ofRs. 100 each are held by Yodogawa Steel Works Ltd, Japan(as at 31.03.2012: 20,00,000)

(c) Forfeited Shares-amount originally paid up 0.04 0.04

Total Share Capital 9,526.13 9,526.13

Shareholder holding more than 5% of Ordinary shares % of Share Number ofShares held

i Tata Steel Ltd 54.45% 55,87,372

ii Yodogawa Steel Works Ltd 14.98% 15,36,704

Shareholder holding more than 5% of Preference shares % of Share Number ofShares held

i Tata Steel Ltd 76.47% 6,500,000

ii Yodogawa Steel Works Ltd 23.53% 2,000,000

*During the previous year, pursuant to Section 16(1) and Section 94(2) of the Companies Act, 1956, the Company has increased itsauthorized share capital from Rs 15,00,00,000 divided into 1,50,00,000 Equity Shares of Rs 10/- each to Rs 100,00,00,000divided into 1,50,00,000 Equity Shares of Rs 10/- each and 8.50% Non-Cumulative 85,00,000 Preference Shares of Rs 100/-each. The Shareholders approval of such increase was obtained by way of an ordinary resolution in the Extraordinary GeneralMeeting of the Company held on 9th March, 2012.

**During the previous year, 65,00,000 Preference Shares were allotted to Tata Steel Limited, India and 20,00,000 PreferenceShares were allotted to Yodogawa Steel Works Limited, Japan, Promoters of the Company, under the provisions of Section 81(1A),85 and 86 of the Companies Act, 1956. Shareholders approval of such allotment was obtained by way of a special resolution in theExtraordinary General Meeting of the Company held on 9th March, 2012.


41


Note 2(B) : Share Capital1) Reconciliation of number of shares

I) Equity share capital with facevalue of Rs. 10 each As at 31st March, 2012 Addtion Deletion As at 31st March, 2013

No. of shares Rs. Lakhs — — No. of shares Rs. Lakhs

a) Authorized share capital 15,000,000 1,500.00 — — 15,000,000 1,500.00

b) Issued share capital 10,260,935 1,026.13 — — 10,260,935 1,026.13

c) Subscribed and fully paid-up 10,260,935 1,026.13 — — 10,260,935 1,026.13

d) Subscribed and not fully paid-up — — — — — —

II) Preference share capital with facevalue of Rs. 100 each As at 31st March, 2012 Addtion Deletion As at 31st March, 2013

No. of shares Rs. Lakhs — — No. of shares Rs. Lakhs

a) Authorized share capital 8,500,000 8,500.00 — — 8,500,000 8,500.00

b) Issued share capital 8,500,000 8,500.00 — — 8,500,000 8,500.00

c) Subscribed and fully paid-up 8,500,000 8,500.00 — — 8,500,000 8,500.00

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 voteper share held. The dividend proposed by the board of Directors is subject to the approval of the shareholders in theensuring Annual General Meeting except in case of interim dividend. In the event of liquidation, the equity shareholders areeligible to receive the remaining assets of the Company after distribution of all preferential amounts, in the proportion totheir shareholding.

Preference Shares :

8.50%, 8,500,000 Non Cumulative Redeemable Preference Shares of Rs. 100 each. The shareholders are entitled to afixed rate of dividend @ 8.50% p.a. The issuer shall redeem the preference share together with all arrears of dividend, ifany, in three equal installments at the beginning of eighth year, ninth year and tenth year from the deemed date of allot-ment.

Preference Shares issued are redeemable on the following dates:

Amounts Rs. Lakhs Redeemable as on

2833.33 1st April, 2020

2833.33 1st April, 2021

2833.34 1st April, 2022

8500.00

TAYO ROLLS


42


Note 3 : Reserves & Surplus Rupees in lakhs

As at As at(1) Securities Premium Reserve 31.03.2013 31.03.2012

Balance as per last account 5,492.51 5,540.04Less: Expenses on issue of Preference Share — 47.53

5,492.51 5,492.51(2) Surplus / (Deficit)

Balance as per the last account (7,090.07) (1,777.68)Debit Balance in Profit & Loss Account (3,373.84) (5,312.39)

(10,463.91) (7,090.07)Total Reserves and Surplus (4,971.40) (1,597.56)

Note 4 : Borrowings Rupees in lakhsAs at 31st March, 2013 As at 31st March, 2012

Long Short Total Long Short TotalTerm Term Term Term

A) Secured Borrowings(a) Term Loans

IDBI Bank Ltd 5,175.60 — 5,175.60 6,604.99 — 6,604.99(Refer notes 1)

(b) Working Capital Demand LoanBank of India 562.50 — 562.50 — — —(Refer notes 2)

(c) Repayable on DemandCash Credit from BanksBank of India — 2,827.61 2,827.61 — 3,587.97 3,587.97IDBI Bank Ltd — 2,448.70 2,448.70 — 2,338.82 2,338.82(Refer notes 2)

Total Secured Borrowings 5,738.10 5,276.31 11,014.41 6,604.99 5,926.79 12,531.78(B) Unsecured Borrowings

Repayable on DemandTata Capital Financial Services Ltd — 1,000.00 1,000.00 — — —Strassenburg Pharmaceuticals Ltd — 350.00 350.00 — — —Cargo Consultancy Services (India) Pvt Ltd — 200.00 200.00 — — —Parekh Marine Agencies Pvt Ltd — 100.00 100.00 — — —

— 1,650.00 1,650.00 — — —Public Deposits 100.52 — 100.52 190.70 — 190.70Buyer’s credit : IDBI Bank Ltd — 463.81 463.81 — 187.49 187.49

Total Unsecured Borrowings 100.52 2,113.81 2,214.33 190.70 187.49 378.19Total Borrowings 5,838.62 7,390.12 13,228.74 6,795.69 6,114.28 12,909.97C) Terms of Repayment Number of Installment Repayment

Outstanding Amount TermsInstallments (Rs in Lakhs)

IDBI Bank Ltd 13.00 398.13 QuarterlyWorking Capital Demand Loan - Bank of India 6.00 93.75 QuarterlyPublic Deposits NA NA Repayment on Maturity

Notes: Nature of Security1 Term loans from IDBI Bank Ltd. are secured by first charge on the fixed assets of the Company.2 Cash credit account & working capital demand loan with Bank of India and Cash credit account with IDBI Bank Ltd. are secured by

hypothecation of all tangible movable assets of the Company including finished and semi-finished stocks, raw materials, stores andbook debts ranking paripassu. In addition they are secured by way of second charge on the immovable properties of the Companyranking paripassu.

43


Note 5 : Provisions Rupees in lakhs

As at 31st March, 2013 As at 31st March, 2012


Provision for employee benefits(a) Post-employment Defined Benefits

(i) Retiring Gratuity 99.77 207.28 307.05 158.30 127.20 285.50(ii) Pension Obligations 167.27 23.46 190.73 133.08 19.78 152.86(iii) Post retirement medical benefits 475.04 17.07 492.11 470.39 14.01 484.40(iv) Post retirement medical benefits to

Ex-Directors 12.55 1.13 13.68 8.81 0.81 9.62(b) Other Post-employment Benefits

(i) Leave benefit scheme 418.50 34.94 453.44 422.55 32.73 455.28 1,173.13 283.88 1,457.01 1,193.13 194.53 1,387.66

Provision for employee separation compensation 56.50 31.35 87.85 80.50 38.60 119.10Provision for current tax — 118.53 118.53 — 118.53 118.53

[Net of advance of Rs. 500.38 lakhs(31.03.2012 : 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(31.03.2012 : Rs. 76.35 lakhs)]

Provision for contingencies & othersWarranty — 509.78 509.78 — 350.48 350.48

56.50 664.21 720.71 80.50 512.16 592.66Total Provisions 1,229.63 948.09 2,177.72 1,273.63 706.69 1,980.32

Note 6 Rupees in lakhs

As at As at31.03.2013 31.03.2012

Note 6(A) : Trade Payables

(a) Creditors for supplies / services 5,917.78 4,559.56

(b) Creditors for Capital Goods 472.99 732.58

(c) Creditors for accrued wages and salaries 719.70 495.07

7,110.47 5,787.21

Note 6(B) : Other current liabilities(a) Current maturities of long-term debt 1,798.44 964.27

(b) Advances received from customers 1,026.41 1,374.09

(c) Interest accrued but not due on borrowings 14.38 10.20

(d) Other liabilities 38.55 244.36

(e) Liability towards Investors Education and Protection Fundunder Section 205C of the Companies Act, 1956 not due

i) Unpaid dividends 0.17 0.17

ii) Unclaimed dividend 11.49 14.70

iii) Unpaid matured fixed deposits 2.14 0.49

2,891.58 2,608.28

Total Other current liabilities 10,002.05 8,395.49

TAYO ROLLS


44

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45


Note 8 : Investments Rupees in lakhs

As at 31.03.2013 As at 31.03.2012

No. of shares/ Non- Current Total Non- Current Totalunits fully current current

Trade Investment paid up

Shares and Debentures in Associates

Quoted

Tata Construction & Projects Ltd.(Equity Shares of Rs 10 each)(net of provision of Rs 3.88 lakhs) 32326 — — — — — —

The Indian Steel Rolling Mills Ltd.(Equity Shares of Rs 10 each)(net of provision of Rs 6.64 lakhs) 88065 — — — — — —

Tata Construction & Projects Ltd.(10% Secured Non—ConvertibleDebentures of Rs 100 each)(net of provision of Rs 3.00 lakhs) 3000 — — — — — —

UnquotedAdityapur Toll Bridge Co. Ltd.(Equity Shares of Rs 10 each)(net of provision of Rs 0.50 lakhs) 5000 — — — — — —

Nicco Jubilee Park Limited( Equity shares of Rs.10 each)(net of provision of Rs 3.00 lakhs) 30000 — — — — — —

Shares and Debentures in Others

Quoted

HDFC Bank Ltd.(Equity Shares of Rs 2 each) 2500 0.05 — 0.05 0.05 — 0.05

UnquotedTata International Ltd.(Equity Shares of Rs 1000 each) 2000 — — — 12.00 — 12.00

Government Securities—Lodgedas security deposit with parties 0.09 — 0.09 0.09 — 0.09

Total Investments in Shares and Debentures 0.14 — 0.14 12.14 — 12.14

Investments by type:

Investments in Equity Instruments 0.05 — 0.05 12.05 — 12.05

Investments in Government or Trust Securities 0.09 — 0.09 0.09 — 0.09

Investments in Debentures and Bonds — — — — — —

Total Investments 0.14 — 0.14 12.14 — 12.14

Additional Details:

Carrying value of Quoted Investments 0.05 — 0.05 0.05 — 0.05

Market Value of Quoted Investments 15.60 — 15.60 13.00 — 13.00

Carrying value of Unquoted Investments 0.09 — 0.09 12.09 — 12.09

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Note 9 : Loans and Advances Rupees in lakhsAs at 31.03.2013 As at 31.03.2012


Loans and advances(a) Capital advances 181.34 — 181.34 27.71 — 27.71(b) Security deposits 100.55 — 100.55 96.74 — 96.74(c) Advance with public bodies 186.04 — 186.04 186.04 — 186.04(d) Other loans and advances

(i) Advances and prepayments — 430.95 430.95 — 332.02 332.02(e) Current tax assets (net)

(i) Advance payment against taxes 341.99 — 341.99 253.91 — 253.91[Net of Provision of Rs.703.89 lakhs(31.03.2012 :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(31.03.2012 :Rs. 33.15 lakhs)]

Gross Loans and advances 810.09 430.95 1,241.04 564.57 332.02 896.59Classification of loans and advancesSecured, considered good — — — — — —Unsecured, considered good 810.09 430.95 1,241.04 564.57 332.02 896.59Doubtful — — — — — —Gross Loans and advances 810.09 430.95 1,241.04 564.57 332.02 896.59

Note 10(A) : Inventories Rupees in lakhsAs at As at

31.03.2013 31.03.2012(a) Raw materials (at lower of cost and realizable value) 419.27 422.72(b) Semi-finished goods (at lower of cost and realizable value) 2,363.89 1,545.36(c) Finished goods (at lower of cost and realizable value) 372.16 537.51(d) * Stores and spares (at cost less write off for obsolescence) 1,596.62 1,466.80Total Inventories 4,751.94 3,972.39

*Stores and spare parts includes the unamortized value of purchased moulds issued to production, Rs 1,019.39 lakhs (as at31.03.2012: Rs 875.99 lakhs)

Note 10(B) : Trade Receivables Rupees in lakhsAs at As at

(a) Trade Receivables 31.03.2013 31.03.2012(i) More than six months (from the date they became due for payment) 875.82 618.87(ii) Others 3,249.01 2,380.57

Gross Trade Receivables 4,124.83 2,999.44Less: Provision for bad and doubtful debts 75.44 111.48Net Trade Receivables 4,049.39 2,887.96Classification of Trade ReceivablesUnsecured, considered good 4,049.39 2,887.96Doubtful 75.44 111.48Gross Trade Receivables 4,124.83 2,999.44

47


Note 11(A) : Cash and Bank Balances Rupees in lakhs

As at As at31.03.2013 31.03.2012

(a) Cash and cash equivalents

(i) Cash in hand 0.36 0.21

(ii) Cheques, drafts on hand 15.07 —

(iii) Balances with banks

(a) In Current Account 1,555.87 3,889.86

(b) In unpaid dividend accounts 11.65 14.87

Total cash and cash equivalents 1,582.95 3,904.94

Included above

i) Balance that meet the definition of Cash and Cash 1,571.30 3,890.07Equivalents as per Accounting Standard (AS) -3 CashFlow Statements

Note 11(B): Other Current Assets Rupees in lakhs

As at As at31.03.2013 31.03.2012

Other current assets(1) Interest accrued on deposits, loans and advances 15.11 23.00

Total other current assets 15.11 23.00

Note 12(A) - Revenue from operations Rupees in lakhs

Year Yearended ended

31.03.2013 31.03.2012

(1) Sale of products 16,161.76 13,876.40

(2) Sale of services 2,337.02 834.89

Gross Revenue from Operations 18,498.78 14,711.29

(3) Less: Excise duty recovered on sales 1,728.26 1,253.31

16,770.52 13,457.98

(4) Other operating income /Export Benefits (DEPB Licenses) 26.49 35.18

(5) Other Income(i) Sale of miscellaneous goods 748.94 355.70

(ii) Sundry income 186.99 109.52

(iii) Write back of liabilities no longer required 76.01 3.94

1,038.43 504.34

Total Revenue from Operations 17,808.95 13,962.32

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Note 12(B) - Other Income Rupees in lakhs


31.03.2013 31.03.2012

(1) Dividend Income

i) From non-current investments 2.11 —

(2) Interest received on sundry advances, deposits, customers’ balances etc. 50.38 16.96

(3) Profit on sale of capital assets (net of loss on assets sold/scrapped/written off)

(i) P/(L) on Sale of Tangible assets 20.73 0.21

(4) Net (loss) / gain on foreign currency transactions(other than finance cost) 54.53 —

Total Other Income 127.75 17.17

Note 13(A) - Employee Benefit Expense Rupees in lakhs


31.03.2013 31.03.2012

(1) Salaries and wages, including bonus

(i) Salaries and wages including bonus 2,149.89 1,992.21

(ii) Employee separation compensation 3.79 6.54

2,153.68 1,998.75

(2) Contribution to provident and other funds 421.71 373.15

(3) Staff welfare expenses 733.25 632.30

1,154.96 1,005.45

Total Employee Benefit Expense 3,308.64 3,004.20

Note 13(B) - Finance costs Rupees in lakhs


31.03.2013 31.03.2012(a) Interest expense

(i) Fixed Loans 947.90 1,022.31

(ii) Interest on Others 882.95 1,103.67

Total finance costs 1,830.85 2,125.98

49


Note 14 - Other Expenses Rupees in lakhs

For the year For the yearended ended

31.03.2013 31.03.2012

(1) Consumption of Store and Spare parts 2,050.06 1,421.23

(2) Repairs to buildings 0.99 —

(3) Repairs to machinery 334.56 256.86

(4) Fuel oil consumed 2,468.37 1,502.59

(5) Power 2,201.24 1,661.82

(6) Conversion charges 1,280.70 875.83

(7) Freight and handling charges 262.83 238.68

(8) Rent 32.82 27.64

(9) Royalty 141.02 26.66

(10) Rates and taxes 44.82 26.64

(11) Insurance charges 3.05 1.15

(12) Provision for wealth tax 0.11 0.17

(13) Provision for doubtful debts and advances (9.00) 20.64

(14) Excise duties 32.16 49.95

(15) Other expenses

(a) Product warranty charges 361.82 223.04

(b) Net loss / (gain) on foreign currency transactions (other than finance cost) — 49.99

(c) Auditors remuneration and out-of-pocket expenses

(i) As Auditors 9.50 9.50

(ii) For company law matters — —

(iii) For other services 1.60 1.60

(iv) for reimbursement of expenses — —

(d) Legal and other professional costs 30.91 11.45

(e) Advertisement, Promotion & Selling Expenses 0.44 3.24

(f) Travelling Expenses 150.32 128.19

(g) Consultation Fees 52.91 180.38

(h) Other General Expenses 923.73 716.91

1,531.23 1,324.30

Total Other Expenses 10,374.96 7,434.16

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15.1 Contingent liabilities and commitments Rupees in lakhs15.1 (a) Claims against the Company not acknowledged as debt As at As at

i) Income Tax Appeals: 31.03.2013 31.03.2012a) by the Company 251.38 256.41

b) by the Department 79.51 89.25ii) Sales Tax 336.46 197.48iii) Excise 297.81 32.79

15.1 (b) Guaranteesi) Under Export Promotion Capital Goods Scheme for concessional

duty on import of machinery furnished to the Customs authorities 177.00 177.00ii) On other account 1,124.23 1,105.81

iii) Bills discounted with Bankers 298.29 168.93

15.1 (c) Other money for which the company is contingently liable15.1 (d) Others Matters 48.02 48.02

15.2 CommitmentsEstimated amount of contracts remaining to be executed on capital account and not provided for Rs. 828.24 lakhs (as at31.3.2012: Rs.1183.61 lakhs) against which advances paid Rs. 181.34 Lakhs (as at 31.3.2012 : Rs. 27.71 lakhs).

15.3 Sundry Creditors includes dues in respect of Micro, Small and Medium Enterprises Development Act 2006under Section 22

Rs lakhsAs at As at

31.03.2013 31.03.2012

a) Principal Amount 39.19 20.94b) Interest due and Payable 2.93 1.56Interest is reckoned as due from the date of receipt of bill by the Company from the Vendor who has sent intimation ofregistration under the Act.

15.4 The period end foreign currency exposures that have not been hedged by a derivative instrument or other-wise are given below:

Amount in Foreign Currency In lakhsEuro GBP USD SEK Amount

in INRAmount receivable from Export of goods 2.96 1.66 9.25 — 836.36

(2.49) (1.55) (6.24) — (608.37)Amount payable for:Import of goods 0.83 — 11.79 — 703.16

(0.07) — (0.12) — (11.15)Royalty — — 2.79 — 152.86

— — (0.52) — (27.08)Consultancy Charges — — — — —

— — — — —Technical Know—how — — — — —

— — (3.00) — (155.70)

Figures in brackets are for the previous year.

The above disclosures have been made consequent to the announcement by The Institute of Chartered Accountants ofIndia on 2nd December, 2005, which is applicable to the financial periods ending on or after 31st March, 2006.

51


15.5 TURNOVER, CLOSING AND OPENING STOCKS OF GOODS PRODUCEDClass of Products Turnover @ Closing Stocks Opening Stocks

a) Rolls Tonnes Rupees Tonnes Rupees Tonnes RupeesLakhs Lakhs Lakhs

(i) Steel, Steel Base * *and Cast Iron Rolls 7,571 11,085.12 133 157.00 166 219.80

(6,890) (9,981.98) (166) (219.80) (119) (140.00)

(ii) Forged Rolls 556 1,480.18 — — 9 21.30 (312) (921.55) (9) (21.30) (9) (24.24)

(iii) Roll Castings (for sale) 662 687.32 — — — —(Note III, item 1 above) (533) (426.57) (—) (—) (—) (—)

b) Pig Iron

(i) Pig Iron — — — — — — (3,998) (1,177.08) (—) (—) (49) (2.80)

(ii) Others — Pig Iron Skull etc. — 470.38 — 158.00 — 150.34 — (753.80) (—) (150.34) — (30.94)

c) Ingots 1,371 652.02 55 25.00 179 75.81(1,280) (500.03) (179) (75.81) (294) (97.14)

d) Engineering Forgings 1,259 1,786.74 — — 11 20.32 (66) (115.39) (11) (20.32) (13) (11.67)

e) Conversion Income — 2,337.02 — — — — — (834.89) — — — —

TOTAL 18,498.78 340.00** 487.57 (14,711.29) (487.57) (306.79)

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 2012-13 2011-12

Quantity Rs. lakhs Quantity Rs. lakhsTonnes Tonnes

a) Scrap (net of own generated scrap) 6,257 1,721.96 6,709 1,735.96

b) Ferro Moly 47 500.24 36 393.25

c) Other Ferro Alloys 740 621.81 505 559.25

d) Nickel 114 1,204.66 98 1,003.75

e) Fluxes 873 184.05 1,013 156.90

f) Coke — — 12,613 1,846.74

g) Others — 1,687.94 — 384.85

5,920.66 6,080.70

Notes: Consumption figure shown above are after adjusting excess and shortage ascertained on physical count.

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Rupees in lakhs

15.7 C.I.F. VALUE OF IMPORTS : 2012-13 2011-12Components, stores & spare parts 273.73 76.44Raw Material 706.59 2.00

15.8 EXPENDITURE IN FOREIGN CURRENCY:a) Technical Know How Fees 33.02 31.07b) Consultancy Charges 17.29 —c) Foreign Travel 18.84 20.50d) Interest 29.50 3.85e) Royalty 141.02 26.66f) Others 3.73 1.26

15.9 CONSUMPTION OF IMPORTED AND INDIGENOUS MATERIALSValue of consumption of imported and indigenously obtained raw materials, components, stores and spare parts and thepercentage of each to the total consumption:

2012-13 2011-12% Rs. lakhs % Rs. lakhs

a) Raw Materials:Imported 12.65 749.00 0.03 2.00Indigenous 87.35 5,171.66 99.97 6,078.70

b) Components, stores and spare parts:Imported 9.47 194.24 13.27 188.64Indigenous 90.53 1,855.82 86.73 1,232.59

Note: Stores and spare parts consumption includes amortization of moulds Rs. 122.43 lakhs (2011-12 : Rs. 80.03 lakhs)2012-13 2011-12

Quantity Rs. lakhs Quantity Rs. lakhsTonnes Tonnes

15.10 PURCHASES OF SEMI-FINISHED PRODUCTSSemi finished Cast Rolls 27 22.70 81.00 76.95

15.11 EARNINGS IN FOREIGN EXCHANGE: Rs Lakhs2012-13 2011-12

FOB value of Exports(including value of exports through export house/agents) 2,038.19 1,041.78

15.12 Exceptional items:Denotes sale of shares held under long term investments of Tata International Limited. 2,000 Equity shares of Rs1000 each sold @ Rs 17,000 each. (2011-12 : Denotes sale of shares held under long term investments of JamipolLimited. 200,000 Equity shares of Rs 10 each sold @ Rs 134 each.)

15.13 The Wage Agreement dated 08.04.2009 between the Company and the Tayo Workers Union expired on 31.12.2011and fresh agreements are under negotiation. Pending finalisation of these negotiations, provisions on an estimatedbasis has been made and included in Salaries and Wages, under the head “Employees Benefit Expense” Item 1 (i) ofNote 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 theperiod ended 31st March, 2013 will be made in the year in which negotiations are concluded.

15.14 End use of funds raised from the issue of 8.50%, Non-Cumulative Redeemable Preference SharesRs Lakhs

2012-13 2011-12Balance as on 01.04.2012 3,768.93 —Fund raised during the year — 8,500.00Utilisation of Fund

a) Capital expenditure 1,134.74 87.12b) Working capital 1,408.40 4,643.95c) Unutilised monies as at 31st March 1,225.79 3,768.93

53


Note 16 - Disclosure relating to Accounting Standard AS 151. The company has recognized, in the profit and loss account for the current year,

the following expenses under the defined contribution plans.

Benefit (Contribution to) 2012-13 2011-12

(Rs Lakhs)

Provident Fund 198.77 150.83

Superannuation Fund 97.44 84.26

TAYO Employees Pension Scheme 18.95 17.57

Total 315.16 252.66

2. The company operates post retirement defined benefit plans as follows:a. Funded

i) Post Retirement Gratuity

b. Unfunded:i) Post Retirement Medical benefitsii) Pensions to Directors

2(a)(i) Details of the Post Retirement Gratuity plan are as follows:Description 2012-13 2011-12

(Rs Lakhs)1. Reconciliation of opening and closing balances of obligation

a. Obligation as at the beginning of the year 965.94 973.09

b. Current Service Cost 48.62 46.75

c. Interest Cost 76.70 72.72

d. Obligation of new companies — —

e. Acquisitions 65.59 —

f. Actuarial (gain)/loss 67.86 56.75

g. Exchange rate variation — —

h. Benefits paid (148.11) (183.37)

i. Obligation as at the end of the year 1,076.60 965.94

The defined benefit obligation as at the end of the year is wholly funded by Company

2. Change in Plan Assets (Reconciliation of opening & closing balances)a. Fair Value of plan assets as at beginning of the year 680.44 744.87

b. Acquisition Adjustment 65.59 —

c. Expected return on plan assets 56.24 56.48

d. Actuarial gain/(loss) 30.39 (0.77)

e. Contributions 85.00 63.23

f. Benefits paid (148.11) (183.37)

g. Fair Value of plan assets as at the end of the year 769.55 680.44

3. Reconciliation of fair value of assets and obligationsa. Fair value of plan assets as at the end of the year 769.55 680.44

b. Present value of obligation as at the end of the year 1,076.60 965.94

c. Amount recognized in the balance sheet (307.05) (285.50)

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Note 16 - Disclosure relating to Accounting Standard AS 15 (Contd.) Rupees in lakhs

4. Expense recognized in the period 2012-13 2011-12(Rs Lakhs)

a. Current service cost 48.62 46.75b. Interest cost 76.70 72.72c. Expected return on plan assets (56.24) (56.48)d. Actuarial (gain)/loss 37.47 57.52e. Exchange rate variation — —f. Expense recognized during the year 106.55 120.51The expense is disclosed in the line item – Company’s contribution to Gratuity Fund

5. Investment Details % Invested % Investeda. GOI Securities 8.29 0.36b. Public Sector unit Bonds 39.08 43.49c. State / Central Government Guaranteed Securities 2.67 2.95d. Special Deposit Schemes 47.74 52.83e. Others (including bank balances) 2.22 0.37

100.00 100.006. Assumptions

a. Discount rate (per annum) 8.20% p.a. 8.60% 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) 4.00% p.a. 4.00% p.a.

2(b) Details of unfunded post retirement defined benefit obligations are as follows:2012-13 2011-12

(Rs Lakhs)Post Pensions Leave Post Pensions Leave

Description Retirement to Retirement toMedical Directors Medical Directorsbenefits benefits

1. Reconciliation of opening and closingbalances of obligationa. Obligation as at the beginning of the year 494.02 152.86 455.28 449.47 145.73 443.10b. Current/Employer Service Cost 19.79 — 104.08 18.12 — 102.40c. Interest Cost 41.76 12.28 36.09 36.50 11.17 32.40d. Obligation of new companies — — — — — —e. Actuarial (gain)/loss (32.93) 45.77 (70.79) 3.80 16.53 (21.96)f. Past service cost — — — — — —g. Exchange rate variation — — — — — —h. Benefits paid (16.85) (20.18) (71.22) (13.87) (20.57) (100.66)i. Obligation as at the end of the year 505.79 190.73 453.44 494.02 152.86 455.28

2. Expense recognized in the perioda. Current /Employer service cost 19.79 — 104.08 18.12 — 102.40b. Interest cost 41.76 12.28 36.09 36.50 11.17 32.40c. Past service cost — — — — — —d. Exchange rate variation — — — — — —e. Actuarial (gain)/loss (32.93) 45.77 (70.79) 3.80 16.53 (21.96)f. Expense recognized in the period 28.62 58.05 69.38 58.42 27.70 112.84

The expenses in relation to (a) Medical - Rs 28.62 lakhs (2011-12 Rs 58.42 lakhs) is included in item (3) Staff welfare expenses of Note 13 (A) :Employee Benefit Expense, (b) Pension to Directors Rs 58.05 lakhs (2011-12 Rs 27.70 lakhs) is included in item 1 (i) Salaries and wages includingbonus of Note 13 (A) Employee Benefit Expense of the Statement of Profit and Loss and (c) Leave Rs 69.38 lakhs (2011-12 Rs 112.84 lakhs) isincluded in item 1 (i) Salaries and wages including bonus of Note 13 (A) Employee Benefit Expense of the Statement of Profit and Loss.

55


Note 16 - Disclosure relating to Accounting Standard AS 15 (Contd.)3. Assumptions

a. Discount rate (per annum) as at thebeginning of the year. 8.60% p.a. 8.60% p.a. 8.60% p.a. 8.25% p.a. 8.25% p.a. 8.25% p.a.

b. Discount rate (per annum) as at theend of the year 8.20% p.a. 8.20% p.a. 8.20% p.a. 8.60% p.a. 8.60% p.a. 8.60% p.a.

c. Medical costs inflation rate 7% 8%

d. Average medical cost (Rs/person)at the beginning of the year Rs. 6250/- Rs. 3455/-

e. Average medical cost (Rs/person) atthe end of the year Rs. 6687/- Rs. 6250/-

f. Effect of a 1% change in Increase Decrease Increase Decreasehealth care cost, on (8% p.a.) (6% p.a.) (6% p.a.) (4% p.a.)

- aggregate current service and interest cost 10.66 8.46 9.76 9.21

- closing balance of obligation 86.59 68.82 91.29 71.96

2(c) The estimate of future salary increases take into account inflation, seniority, promotion and other relevant factors.

2(d) Other disclosures :

Benefit 2012-2013 2011-12 2010-11 2009-10 2008-09

Retiring Gratuity

Defined benefit obligation (1,076.60) (965.94) (973.09) (879.43) (954.22)

Plan assets 769.55 680.44 744.87 783.36 674.86

Surplus/(deficit) (307.05) (285.50) (228.22) (96.07) (279.36)

Experience adjustment on plan liabilities—gain/(loss) (40.91) (78.10) (170.99) (25.61) (170.66)

Experience adjustment on plan assets—gain/(loss) 30.39 (0.77) 11.01 (28.27) (38.68)

Medical

Defined benefit obligation (505.79) (494.02) (449.47) (382.59) (338.05)

Plan assets — — — — —

Surplus/(deficit) (505.79) (494.02) (449.47) (382.59) (338.05)

Experience adjustment on plan liabilities - gain/(loss) (15.99) 13.02 (34.28) (21.01) (17.60)

Experience adjustment on plan assets - gain/(loss) — — — — —

Pension to Retired Directors



Surplus/(deficit) (190.73) (152.86) (145.73) (149.64) (164.52)

Experience adjustment on plan liabilities - gain/(loss) (42.43) (19.61) (2.85) 6.65 (21.40)


Leave



Surplus/(deficit) (453.44) (455.28) (443.10) (409.08) (428.42)

Experience adjustment on plan liabilities - gain/(loss) 85.32 8.81 (32.93) 43.02 (56.81)


TAYO ROLLS


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Note 16 - Segment disclosures Rupees in lakhs

(1) Primary Segment-BusinessRoll Pig Iron Ingot Engg Unallocable Total

Forgings Cost

REVENUE

External Sales (Net of excise duty) 12,400 3,553 2,649 1,588 57 20,247 (10,630) (3,028) (923) (104) (16) (14,701)

Inter segment Revenue -240 -2,070 -2,310 (-249) (-473) (-722)

Total Revenue 12,400 3,313 579 1,588 57 17,937 (10,630) (2,779) (450) (104) (16) (13,979)

RESULTS

Segment result -2,786 2,144 -905 -1,209 -35 -2,791 (-2688) (370) (-1179) (-862) (-84) (-4443)

Profit from operation -2,786 2,144 -905 -1,209 -35 -2,791 (-2688) (370) (-1179) (-862) (-84) (-4443)

Income from Investment 2 2 (17) (17)

Interest Expenses (Net) -913 -913 (-1134) (-1134)

Profit Before Tax & Extra–ordinary/Exceptional item -3,702

(-5560)

Exceptional Item 328 328(248) (248)

Profit before Tax -3,374(-5312)

Tax – –

Profit after Tax -3,374 (5312)

OTHER INFORMATION

Segment Assets 15,448 1,236 3,789 6,422 3,068 29,963 (13,554) (1,443) (3,888) (7,372) (4,957) (31,214)

Total Assets 15,448 1,236 3,789 6,422 3,068 29,963 (13,554) (1,443) (3,888) (7,372) (4,957) (31,214)

Segment Liabilities 9,619 1,308 1,942 2967 9,573 25,409 (8,773) (1,447) (2,138) (3,295) (7,633) (23,286)

Total Liabilities 9,619 1,308 1,942 2,967 9,573 25,409 (8,773) (1,447) (2,138) (3,295) (7,633) (23,286)

Capital Expenditure 2142 – 423 491 9 3,065 (351) (–) (396) (1,371) (19) (2,137)

Depreciation 1,040 82 437 354 3 1,916 (1,138) (82) (429) (159) (3) (1,811)

Figures in brackets are for previous year.

57


Note 17 - Segment disclosures (contd..) Rupees in lakhs

(2) Secondary Segment-Geography 2012-13 2011-12

(a) Revenue by Geographical market

India 15,899 12,934

Outside India 2,038 1,045

17,937 13,979

(b) Capital expenditure incurred

India 3,065 2,137

Outside India — —

3,065 2,137

(c) Carrying amount of Segment Assets

India 29,963 31,214

Outside India — —

29,963 31,214

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. The

company'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 the

business segments, are shown as unallocated cost. Assets & Liabilities that cannot be allocated between segments are

shown as unallocated assets & liabilities respectively.

(iii) Transaction between segments are primarily for materials which are transferred at market determined price and common

costs are apportioned on a reasonable basis.

TAYO ROLLS


58


Note 18 - Related party disclosures Rupees in lakhs

Nature of transactions Holding Fellow Key TotalCompany Subsidiaries Managerial

Personnel

Purchase of Goods

Tata Steel Limited 2,080.63 2,080.63 (1,557.64) (1,557.64)

Tata Steel Limited — Material taken on Loan 26.10 26.10 (—) (—)

Tata Steel Limited — Internal Consumtion of Pig Iron 1,011.24 1,011.24(464.53) (464.53)

Indian Steel & Wire Products Limited 1.59 1.59 (130.38) (130.38)

Indian Steel & Wire Products Limited (JEMCO) — 50.37 50.37Material taken on Loan (—) (—)

Tinplate Company of India Ltd 10.89 10.89 (12.47) (12.47)

Jamipol Ltd 0.38 0.38 (—) (—)

3,117.97 63.23 — 3,181.20 (2,022.17) (142.85) (—) (2,165.02)

Sale of Goods


Tata Steel Europe 669.46 669.46 (501.37) (501.37)



4,524.32 2,152.53 — 6,676.85 (2,410.89) (1,378.65) (—) (3,789.54)

Receiving of Services

Tata Steel Limited 369.19 369.19 (302.44) (302.44)

Yodogawa Steel Works Limited 30.00 30.00 (—) (—)

TKM Global Logistics Limited 112.75 112.75 (109.58) (109.58)

Jamshedpur Utilities Services Company 872.21 872.21 (661.00) (661.00)

Tata Martrade International Logistics Ltd 0.18 0.18 (—) (—)

399.19 985.14 — 1,384.33 (302.44) (770.58) (—) (1,073.02)

59


Note 18 - Related party disclosures (Cond.) Rupees in lakhs


Personnel

Rendering of ServicesTata Steel Limited 2,342.74 2,342.74

(1,951.47) (1,951.47)

2,342.74 — — 2,342.74 (1,951.47) (—) (—) (1,951.47)

Purchase of Fixed Assets — — — — (—) (—) (—) (—)

Dividend and Fraction Bonus amount paid to Shareholders — — — — (—) (—) (—) (—)

Interest ExpenseTata Steel Limited — —

(173.89) (173.89) — — — —

(173.89) (—) (—) (173.89)

Interest IncomeJamshedpur Utility Services Company 6.31 6.31

(4.51) (4.51)

— 6.31 — 6.31 (—) (4.51) (—) (4.51)

Management Contracts including deputation of employeesTata Steel Ltd — Services received 22.43 22.43

(32.44) (32.44)

22.43 — — 22.43 (32.44) (—) (—) (32.44)

The Indian Steel & Wire Products Limited — Services Provided 17.54 17.54 (15.99) (15.99)

— 17.54 — 17.54 (—) (15.99) (—) (15.99)

Short Term LoanTata Steel Limited — —

(1,500.00) (1,500.00)

— — — — (1,500.00) (—) (—) (1,500.00)

Issue of Prefernce SharesTata Steel Limited — —

(6,500.00) (6,500.00)

Yodogawa Steel Works Limited — — (2,000.00) (2,000.00)

— — — — (8,500.00) (—) (—) (8,500.00)

Outstanding ReceivablesTata Steel Limited 747.86 747.86

(-459.93) (-459.93)


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Note 18 - Related party disclosures (Cond.) Rupees in lakhs


Personnel

Tata Steel Europe 230.40 230.40 (120.91) (120.91)


747.86 407.55 — 1155.41 (-459.93) (199.32) (—) (-260.61)

Deposits GivenJamshedpur Utilities Services Company 76.31 76.31

(74.51) (74.51) — 76.31 — 76.31

(—) (74.51) (—) (74.51)Outstanding Payables


Tata Steel Limited — Advance received 800.00 800.00(800.00) (800.00)

Tata Steel Limited — Material taken on Loan 100.46 100.46 (—) (—)

Indian Steel & Wire Products Limited — — (33.63) (33.63)

Indian Steel & Wire Products Limited (JEMCO) — 9.93 9.93Material taken on Loan (—) (—)TKM Global Logistics Limited 37.62 37.62

(49.79) (49.79)Tata Martrade International Logistics Ltd 0.09 0.09

(—) (—)Tata Limited,UK 1.68 1.68

(1.65) (1.65)Jamshedpur Utilities Services Company 872.94 872.94

(278.09) (278.09)2,506.18 922.26 — 3,428.44 (1,829.76) (363.16) (—) (2,192.92)

Issue of Prefernce SharesTata Steel Limited 6,500.00 6,500.00

(6,500.00) (6,500.00)Yodogawa Steel Works Limited 2,000.00 2,000.00

(2,000.00) (2,000.00) 8,500.00 — — 8,500.00 (8,500.00) (—) (—) (8,500.00)

Mr Om Narayan (Managing Director) 121.61 121.61 (94.93) (94.93)

Mr Hridayeshwar Jha ( Joint Managing Director ) 18.92 18.92 (—) (—)

140.53 140.53 (94.93) (94.93)

Note:(i) Figure in bracket are for the previous year.

61


Note 19 - Earnings (Loss) Per Share (EPS) Rupees in lakhs

2012-13 2011-12

(Loss) After Tax (3,373.84) (5,312.39)

Weighted average number of ordinary shares for Basic/Diluted EPS 10,260,935 10,260,935

Nominal value of Shares Rs. 10 Rs. 10

Basic and diluted EPS (32.88) (51.77)

Note 20 - Deferred Tax Rupees in lakhs

31.03.13 31.03.12

Deferred Tax Liability (Net) consists of

a) Book/Tax depreciation difference (1,395.22) (1,285.28)

b) Provision for LTC & others 73.10 (27.13)

c) Employee Benefits 136.15 134.56

d) Amortization of Deferred Expenditure (27.09) (36.75)

e) Carry forward of business loss (restricted to the extent of deferred tax liability) 1,213.06 1,214.60

Deferred Tax Assets / Liability — —

Note 21 - Disclosure under AS-29 of ICAI Rupees in lakhs

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 :

2012-13 2011-12

1. Provision as at 1st April, 2012 350.48 336.83

2. Provision made during the year 361.82 223.04

3. Deduct : Claims settled during the year (202.52) (209.39)

4. Provision as at 31st March, 2013 509.78 350.48

Note 22: Previous year's figures have been regrouped / reclassified wherever necessary to correspond with thecurrent year's classification / disclosure.

Signature to Note 1 to 22

As per our report of even date attached For and on behalf of the Board

For Deloitte Haskins & SellsChartered Accountants

Abhijit Bandyopadhyay Prashant Kumar Hridayeshwar Jha Anand SenPartner Company Secretary Managing Director Chairman

Jamshedpur, 25th April, 2013

TAYO ROLLS


62

STATEMENT GIVING INFORMATION PURSUANT TOPART IV OF SCHEDULE VI TO THE COMPANIES ACT, 1956

1 Registration No. L27105JH1968PLC000818

2 State Code 03

3 Balance Sheet Date 31.03.2013

4 Capital raised during the year(Amount in Rs lakhs) Nil

5 Position of Mobilisation and deployment of Funds (Amount in Rupees lakhs)

TOTAL LIABILITIES 17,783.47 TOTAL ASSETS 17,783.47

SOURCES OF FUNDS APPLICATION OF FUNDS

Paid up Capital 9,526.13 Net Fixed Assets 18,322.67

Reserve and Surplus (4,971.40) Investments 0.14

Secured Loans 11,014.41 Net Current Assets (539.34)

Unsecured Loans 2,214.33 Miscellaneous Exp. Not written off —

Deferred Tax Liability (Net) — Accumulated losses —

17,783.47 17,783.47

6 Performance of Company(Amount in Rupees lakhs)

i) Turnover 17,936.70

ii) Total Expenditure 21,638.54

iii) Profit before Tax (3,373.84)

iv) Profit after Tax (3,373.84)

v) Earning per Share (32.88)

vi) Dividend Rate Nil

7 Generic names of principal Products/Services of Company

a) ITC Code 84553000Product Description Rolls for Rolling Mills

b) ITC Code 72181000Product Description Ingot

c) ITC Code 72011000Product Description Pig Iron

d) ITC Code 73261990Product Description Engineering Forging

For and on behalf of the Board

Jamshedpur, April 25th, 2013 Prashant Kumar Hridayeshwar Jha Anand Sen

Company Secretary Managing Director Chairman

63

FINANCIAL STATISTICS

REVENUE ACCOUNTS CAPITAL ACCOUNTS Share Share(Rupees) (PAT)

Sl. Year Sale of Depre- ProfitNo. products ciation before Dividend Share Res- Borrow- Gross Net Shares of Rs. 100/-

& Other Tax Tax percent Capital erves 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 7.083 1971-72 336.55 52.19 39.09 — 6% 249.78 44.70 422.11 681.09 563.34 117.79 15.644 1972-73 330.93 52.40 9.42 — 6% 249.88 39.12 373.12 687.67 516.96 115.60 3.775 1973-74 338.52 53.13 2.83 — — 249.92 26.95 341.57 700.75 475.83 110.75 1.136 1974-75 502.03 53.53 36.19 — 10% 249.93 38.15 291.15 724.19 448.84 125.23 14.48

tax Free7 1975-76 481.43 55.28 23.61 — 5% 249.94 49.25 264.41 733.53 403.30 119.68 9.44

tax Free8 1976-77 555.96 54.44 53.04 — 5% 249.95 89.79 210.66 743.38 358.47 135.90 21.22

tax Free9 1977-78 601.89 54.62 62.99 — 6% 249.98 137.80 148.51 781.42 311.59 155.15 25.20

tax Free10 1978-79 733.35 57.94 115.61 51.00 12% 249.98 172.41 139.37 786.05 289.39 169.00 25.8511 1979-80 830.35 54.40 103.36 63.00 12% 249.98 182.78 116.52 802.81 251.81 173.15 16.1512 1980-81 865.36 32.07 97.43 55.00 12% 249.98 195.22 85.05 814.08 231.62 178.13 16.9813 1981-82 1117.36 42.07 126.19 28.00 15% 249.98 255.92 89.73 976.28 353.12 202.41 39.2914 1982-83 1586.76 47.05 84.52 25.00 15% 249.98 277.95 92.64 1088.45 419.43 211.23 23.8215 1983-84 1579.14 68.36 65.69 38.00 10% 249.98 280.65 73.86 1142.24 404.89 212.31 11.0916 1984-85 1894.43 60.19 89.40 48.80 15% 249.98 283.76 57.47 1184.04 390.61 213.55 16.2517 1985-86 2308.38 41.51 306.25 147.00 20% 249.98 425.02 183.42 1266.03 463.42 270.07 63.7218 1986-87 2661.89 48.88 95.57 22.00 20% 249.98 448.61 228.37 1390.37 539.84 279.51 29.4419 1987-88 2978.52 64.66 104.28 31.00 15% 249.98 484.40 775.56 1428.89 523.31 293.83 29.3220 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/- each21 1989-90 4100.40 106.17 81.66 13.25 18% 249.98 500.97 1003.86 2025.62 947.32 30.05 2.7422 1990-91 4351.72 113.65 235.70 36.00 25% 249.98 638.18 968.96 2167.76 994.07 35.54 7.9923 1991-92 4891.95 137.93 247.72 106.00 25% 249.98 717.42 2220.74 3339.54 2035.72 38.71 5.6724 1992-93 5113.27 231.41 407.93 150.00 25% 547.32 1154.45 2086.59 4429.44 2899.37 31.10 4.7125 1993-94 6776.30 370.70 344.55 93.00 25% 547.32 1269.18 2230.08 5040.38 3142.06 33.19 4.5926 1994-95 6224.20 423.10 403.28 130.00 25% 547.32 1371.97 2010.63 5256.62 2937.35 35.07 4.9927 1995-96 6781.96 428.59 405.51 120.00 27.5% 547.32 1438.40 1970.25 5403.74 2656.00 36.28 5.2228 1996-97 7331.59 418.30 537.22 231.00 27.5% 547.32 1579.26 1767.07 5702.49 2543.24 38.86 5.6029 1997-98 7350.62 438.06 708.80 280.00 30% 547.32 1827.47 1671.63 6041.52 2525.61 43.39 7.8430 1998-99 7603.76 466.81 692.91 158.00 32.5% 547.32 2164.94 2328.91 7801.11 3951.50 49.56 9.7731 1999-2000 8907.66 553.28 736.56 269.00 32.5% 547.32 2435.07 1534.30 7724.29 3501.55 54.49 8.5432 2000-2001 9433.94 543.51 567.82 205.00 32.5% 547.32 2601.88 1609.33 7740.88 3060.30 57.54 6.6333 2001-2002 9577.14 518.26 211.40 78.05 22% 547.32 2185.88 965.58 7855.73 2712.34 49.94 2.4434 2002-2003 10010.83 466.60 627.38 220.00 27% 547.32 2426.73 706.58 7994.84 2398.28 54.34 7.4535 2003-2004 10430.65 424.14 595.78 173.16 27% 547.32 2682.65 783.45 8062.74 2068.64 59.02 7.7236 2004-2005 14045.73 418.73 842.40 233.75 40% 547.32 2832.94 3036.31 10084.14 3768.12 61.76 11.1237 2005-2006 18447.56 516.61 756.46 141.90 40% 547.32 3197.88 3267.07 10160.93 3381.99 68.43 11.2338 2006-2007 22154.81 492.88 1532.50 469.95 42.5% 547.32 3617.68 2839.85 10362.06 3115.94 76.10 19.4139 2007-2008 24678.77 421.56 983.44 348.37 40% 547.32 4182.15 3608.76 13077.48 5479.78 86.43 11.6040 2008-2009 18929.72 354.13 (-)1839.52 (-)165.9 (-) 1026.13 7959.98 8655.41 22075.61 14192.18 87.57 (-)23.6841 2009-2010 14236.63 395.56 (-)1153.30 (-) (-) 1026.13 6806.68 11988.94 27256.11 19029.55 76.30 (-)11.2442 2010-2011 14727.86 562.17 (-)3044.00 (-) (-) 1026.13 5540.05 16670.19 30243.82 21458.17 96.40 (-)29.6743 2011-2012 15232.80 1810.94 (-)5312.39 (-) (-) 9526.13 (-)1597.56 13874.24 27939.71 17343.51 64.00 (-)51.7744 2012-2013 19664.96 1915.64 (-)3373.84 (-) (-) 9526.13 (4971.40) 15027.18 29048.46 16548.01 44.80 (-)32.88

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Notes

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TAYO ROLLS LIMITED · 2014-11-29 · TAYO ROLLS Forty-Fifth annual report 2012-13 4 NOTICE THE FORTY-FIFTH ANNUAL GENERAL MEETING OF TAYO ROLLS LIMITED will be held at Tata Management