Agm 02aug19a PDF

&
TATA
TML: 4166: 2019
August 1, 2019
General Manager - Corporate Services Manager - Listing

BSE Ltd. National Stock Exchange of India Limited
Floor 25, P J Towers Exchange Plaza, Bandra-Kurla Complex,
Dalal Street, Bandra (East)
Mumbai - 400001 Mumbai - 400051
Scrip Code: 513434 Scrip Code: TATAMETALI
Dear Sir/Madam,
Sub: Integrated Report and Annual Accounts of Tata Metaliks Limited ('Company')
Please find enclosed herewith the 2nd Integrated Report and 29th Annual Accounts of Tata
Metaliks Limited for the Financial Year 2018-19 (,Integrated Report'). The Notice convening the
Annual General Meeting of the Company along with the attendance slip, proxy form and route
map forms part of the Integrated Report.
The Integrated Report is also available on our website at the link:

https: Ilwww.tatametaliks.com/static-files Ipdf lannual- reportlintegrated- report- 20 18-19 .pdf.
This information is being submitted pursuant to Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended.
This is for your information and records.
Thanking you.
Yours faithfully,
For Tata Metaliks Limited
~
Sankar Bhatta~
Chief - Corporate Governance &
Company Secretary
Enc!.: as above
TATA METALIKS LIMITED

Tate Centre 43 Jawaharlal Nehru Road Kolkata 700 071 India
Tel 91 33 66134205 Fax 91 33 22884372 e-mail [email protected]
(IN L27310VVB1990PLCOSOOOO
Our approach to reporting
Tata Metaliks Limited Corporate Governance Report, Materiality
(TML) presents its second are as per the Companies Act,
The Report provides
Integrated Report and 2013 (including the Rules
information on all issues that
Annual Accounts 2018-19. framed thereunder), Securities
are identified as material by the
Through this Report we are and Exchange Board of India
stakeholders and the Company.
providing a holistic narrative (Listing Obligations and
These issues have significant
of our value-creation process Disclosure Requirements)
business impacts and are key to
during FY 2018-19. It provides Regulations, 2015 and the
the Company’s value-creation
balanced information on our revised Secretarial Standards
process. The Report discloses
performance, governance, issued by The Institute of
information on those
strategy and prospects to Company Secretaries of India.
material matters, which will
all our stakeholders. The key The financial statements are
enable investors and other
non-financial aspects include in accordance with the Indian
interested stakeholders to
our operational, environmental Accounting Standards
make informed decisions
and social performance.
about their engagement
The report aims to provide Scope and boundary of with the Company.
an account of the material the Report
concerns we faced during the
year under review, their impact
The reported information for Management
on our value-creation process
FY 2018-19 covers the responsibility
Company’s manufacturing
and outcomes in a complete The senior management
operations at Village Maheshpur
and concise manner. of TML acknowledges the
PO: Samraipur, Gokulpur,
responsibility for ensuring
Kharagpur Paschim Midnapur
Standards and Pincode - 721301, West Bengal
the integrity of information
framework and its Corporate Office at
provided in the Report.
The report has been reviewed
The non-statutory sections Tata Centre, 10th Floor, 43, J.
internally and it provides a
of the Report follows the L. Nehru Road, Kolkata-700071.
balanced presentation of
International Integrated The report also covers the
those matters that may have
Reporting Council (IIRC) Company’s sales and marketing
a material effect on our ability
recommended International activities, value-chain related
to create value. We will request
Integrated Reporting <IR> as well as other community
our stakeholders to review this
Framework. The other statutory initiatives. Comparative figures
report and provide feedback at
reports, including the Directors’ for the last four years
[email protected].
Report, its annexures, including have been incorporated,
the Management Discussion wherever relevant.
and Analysis (MDA), and the
Contents
Integrated Report
01 - 42
As we complete 25 years of 02 Accelerating Value-led Growth

04 Performance Highlights
production this year, we are at a Business Context

very interesting juncture of our 06 At a Glance
08 Our Competencies
growth journey. Our actions 10 Operating Environment
12 Stakeholder Engagement
today will help us in our 14 Material Issues and Risks
16 Strategic Priorities
pursuit of 'Reaching Tomorrow 18 Business Model
20 Chairman’s Statement
First', which is defined by The Value We Create
our focus on accelerated 24 Innovate and Excel
26 Cost Leadership
value-led growth. 28 Supplier of Choice
30 Robust People Practices
34 Responsible Corporate Citizenship
Our successful entry into the Ductile 38 Focus on Downstream/ Value Add
Iron (DI) Pipe business is a testament 40 Governance
42 Awards and Recognitions
to this pursuit. Today, we are proud to
be one of the leaders in the Pig Iron Statutory Reports
43 - 90
(PI) and DI Pipe industries. With water
43 Corporate Information
and sanitation infrastructure becoming 44 Directors’ Report
imperatives for global development, 52 Annexures to the Directors’ Report
we see immense opportunity for our Financial Statements
DI Pipe business. Living the ethos of 91 - 148
the Tata Group, we continue to create 91 Independent Auditor’s Report
98 Balance Sheet
value and share it with our stakeholders 99 Statement of Profit and Loss
while reinforcing our commitment to 100 Statement of Changes in Equity
101 Cash Flow Statement
sustainable development. 102 Notes to the Financial Statements
149 Notice
Explore online at
www.tatametaliks.com
Follow us and join the

conversation
Accelerating
Value-led
Growth
2
For a sustainable
tomorrow
With every progressive step we take, we
reinstate our capabilities of creating value
for all our stakeholders. Every step takes us
closer to realising our aspiration of ’Reaching
Tomorrow First’. We are accelerating
value creation by enhancing the quality of
our offerings to customers.
With growing infrastructure profitability and margins in the

opportunities in the country, we see businesses we operate. Our growth
immense potential for our DI Pipe and expansion plans are guided by
business. With our expansion of the our six strategic pillars – Innovate
DI Pipe making capacity, we are and Excel, Cost Leadership,
committed to be a partner in our Supplier of Choice, Robust People
nation's progress. Our contribution Practices, Responsible Corporate
in enhancing accessibility of water Citizenship and Focus on
and sanitation bears a testimony to Downstream/ Value Add.
this commitment. Our approach to value creation
Extending our responsibility reflects the Tata Group ethos of
towards customers beyond conserving our natural resources
product offerings, we continue and creating harmonious, long-term
to innovate and offer unique relationships with our stakeholders.
services and solutions. We remain
focussed on cost optimisation and
resource efficiency to improve our
3
Performance Highlights
Capitals Value created (FY 2018-19)
Financial Revenue Earnings

growth per Share (EPS) growth
14%
(y-o-y)
14%
(y-o-y)
The capital raised through
debt and equity forms our
financial capital.
Increase in EBITDA PAT
Net Worth growth growth
114% 6%
(y-o-y) (y-o-y)
14%
(y-o-y)
Increase in hot Increase in

Manufactured
metal production DI Pipe production
Our manufacturing
4%
(y-o-y)
12%
(y-o-y)
assets, plant, property
and equipment form our
manufactured capital. Decrease in Increase in Decrease in
PI sales DI Pipe sales net fuel rate
3%
(y-o-y)
*
13%
(y-o-y)
1%
(y-o-y)
Human Rewards and Lost time injury

Recognitions to frequency rate (LTIFR)
workforce
0.10
842 Nos.
The collective expertise,
wellbeing and motivation of
employees, contractors and
service providers enable us to
generate value and form our Increase in total Employee cost as %
human capital.
training man-hours of turnover
23% 5%
*Due to higher production of DI Pipe
4
INTEGRATED REPORT | 1-42 STATUTORY REPORTS | 43-90 FINANCIAL STATEMENTS | 91-148
Capitals Value created (FY 2018-19)
Intellectual Increase in cost Number of Business

savings Excellence projects
Our management processes,
standard operating
procedures, research and
>100%
(y-o-y)
156
innovation capabilities,
along with our enhanced
focus on digital and Digitisation and automation projects
automation initiatives form
Number of projects Proportion of total Capex
our intellectual capital.
55 8%
Reduction in specific Increase in water
Natural
carbon emissions recycled
Our operations depend on
Pig Iron
2%
natural resources.
By conserving natural
resources and minimising
1%
(y-o-y)
(y-o-y)
our ecological footprint, Materials recycled

we focus on enhancing Ductile Iron Pipe
back into process
3%
natural capital.
(y-o-y) 92%
CSR outreach Growth in outreach
Social and Our long-term harmonious
16,000+ 59%
relationships with the
Relationship communities nearby and
larger stakeholder fraternity
including our suppliers and
contractors form our social CSR expenditure Increase in employee
and relationship capital. We
volunteering hours
focus on inclusive growth
`354 lakh
6%
of marginalised sections of
society and take affirmative
through Sadbhavna Trust. For details,
actions for the same. please refer to the CSR Annual (y-o-y)
Report which is annexed to the
Directors' Report
5
Business Context: At a Glance
Delivering
value-led growth
Incorporated in 1990, we are one of India’s leading
producers of quality Pig Iron and Ductile Iron Pipe.
We are a subsidiary of Tata Steel Limited (TSL) and
operate our state-of-the-art manufacturing plant
near Kharagpur, West Bengal. Our objective is to
serve customers with quality products and service
offerings, setting industry benchmarks.
What we stand for
Vision
Reaching Mission
Tomorrow
Tata Metaliks strives to become
a sustainable organisation
First
through significant contribution
to India's foundry, water and
sanitation sectors by optimum
utilisation of men, material
and assets, responsible use of
Core energy and water resource,
being guided by its values.
Values
Pioneering Integrity Excellence Responsibility Unity
6
What we offer
We produce hot metal using iron ore lumps, sinter, coke and fluxes, of which approximately 58% is converted into
PI. The remaining 42% is converted into DI Pipe through further value addition by our DI Pipe division.
Products Pig Iron Ductile Iron Pipe

Consists of 14 primary grades and a few Comprises pipe diameters between 80 mm
customised options for different types of and 800 mm
casting applications
Brands
'Tata Ductura' is the preferred brand for use

‘Tata eFee’ is the world’s first branded
in water and sanitation industries due to its
Pig Iron. The USP of eFee is its inherent
superior quality.
shape and size that reduces energy
consumption in foundries. ‘Duct’ ‘ura’
‘e’ ‘Fe’ ‘e’ Ductile Iron Ventura, which
Energy Iron Environment means happiness
efficient friendly and contentment
Applications Our Pig Iron is suitable for various kinds of DI Pipe is used for diverse applications:
castings in industries such as: →→ Distribution of potable water
→→ Automotive →→ Transportation of sewage and waste water
→→ Agriculture →→ Agricultural applications including
→→ Power irrigation
→→ Railways →→ Industrial usage in power plants
→→ Aluminium smelters
Certifications ISO 9001, ISO 14001, OHSAS 18001, NABL ISO 9001, ISO 14001, OHSAS 18001, NABL
Certificate for QA Lab Certificate, IS 8329, Certificate of Product
Conformity - BS EN 545 and BS EN 598, Kite
Mark Certification - BS EN 545, Kite Mark
Certification - BS ISO 2531, WRAS Approved
Concrete, Cement and Mortar - Pressure Pipes,
WRAS Approved Coatings, Paints and Linings -
Factory Applied Pipe and Fittings Coatings
7
Business Context: Our Competencies
Well positioned to capitalise on

opportunities
We operate in attractive
markets with significant growth
opportunities. Supported by our
strategic pillars, viz., Innovate
and Excel, Cost Leadership,
Robust People Practices,
Supplier of Choice, Responsible
Corporate Citizenship and
Focus on Downstream/ Value
Add, we are strengthening
our competitive advantages.
Progressing on our strategic
roadmap, we are consistently
enhancing shareholder returns,
thereby strengthening investors’
trust, creating value for
neighbouring communities, and
accelerating our growth with
digitisation and automation.
Shareholding pattern (%) Increase in institutional shareholders'

holding since March 31, 2016 (%)
Promoters: 55.06 16*
15
UTI/ Mutual Fund/ Banks: 12.71
Insurance Companies: 1.19
FIs (Trust): 0.02
Corporate Bodies: 2.29
6
Resident Individuals: 25.49
State Government - WBIDC: 0.89 2
FIIs/ NRIs/ OCBs: 2.34
March 31, March 31, March 31, March 31,

2016 2017 2018 2019
*on expanded equity base
8
Turnover (` in crore) EBITDA (` in crore) EPS (`)
2,155 313 72
1,894 297
63
226
1,390 1,410 217
44 46
2015-16 2016-17 2017-18 2018-19 2015-16 2016-17 2017-18 2018-19 2015-16 2016-17 2017-18 2018-19
ROCE (%) Net Debt-Equity Ratio (times) Net-Debt/ EBITDA (times)
34 4.13 2.38
27 1.88
25 2.59
23
1.56
1.29
0.02 0.04
2015-16 2016-17 2017-18 2018-19 2015-16 2016-17 2017-18 2018-19 2015-16 2016-17 2017-18 2018-19
Net Worth (` in crore) Dividend Payout (%) Market Cap (` in crore)
767 35 1,868
1,641
30
1,483
25
20
359
207
99 245
2015-16 2016-17 2017-18 2018-19 2015-16 2016-17 2017-18 2018-19 2015-16 2016-17 2017-18 2018-19
9
Business Context: Operating Environment
Agile response to
external factors
Adapting to global What does this mean

and national economic for us?
scenario We constantly scan the global metals and mining
Against the backdrop of a global slowdown landscape for shaping our 5-year strategy and
and India’s growing economy and our leadership takes cognisance of these global
domestic demand, the metals and mining developments to form our operational strategy.
sector is experiencing a cyclical uptrend, We are focussing further on value-led growth.
as commodity prices see an upsurge.
Supply side shortages in select commodities
are also helping prices remain firm.
3.3% 7% 60%
Projected global Economic growth rate of of India’s GDP contributed
growth rate in 20191 India in FY 2018-192 by domestic demand3
Capitalising on What does

infrastructure growth this mean
The market for DI Pipe is expected to grow on the back
for us?
of increased budgetary allocation by the Government of
We are well on the path
India in segments such as drinking water, irrigation and
to capitalise on this
sewerage. The pace of project implementation in these areas
growth in rural and
is also expected to increase. Sustainable demand for water
urban infrastructure,
~9-12%
infrastructure would result from rapid urbanisation. At present,
especially water
urban population in India is expected to rise from 410 million
infrastructure, through our
in 2014 to over 800 million by 20504. With only 16% of the rural
value-added products –
households in India having access to piped water5, coupled with
(CAGR) DI Pipe and associated
lack of basic amenities, the situation is also going to contribute
DI Pipe industry growth solutions and services.
to this demand.
10
Technological
300 advancement and
digitisation
million tonnes Entering the Industry 4.0 revolution,
by FY 2030-31
digitisation of the metals and mining
industry has the potential to change
3-4%
the nature of the industry and its
India’s envisaged steel capacity6
interaction with all its stakeholders
at every step of the value chain –
Securing raw materials Metals and be it mining and exploration, ore
mining industry processing and metals production, or
The Indian Steel Ministry aims to increase steel production
revenue by 2025 downstream sales and distribution.
capacity to 300 million tonnes by FY 2030-31 from 134.6 million
from digitisation7
tonnes in 2017-18. This impetus opens up new opportunities in
the steel sector, and with that, brings significant scope for new
mining capacities in iron ore. What does this mean
India’s metallurgical coal imports are also projected to grow based for us?
on rising domestic steel output.
TML has already embarked on its journey of digital
transformation. Since ‘Innovate and Excel’ is one of our
strategic pillars, we are focussed on this transformation
path. We are making steady progress in digitisation
What does this mean and automation across the entire value chain and are
for us? well poised to leverage on digital technology.
Our focus remains to offset raw material volatilities by
610 million tonnes

exploring multiple avenues. Our coal/ coke sourcing plan
ensures that ~80% of overall requirement is met either
through long term contracts or captive sources. Additionally,
we benefit from a synergistic relationship with TSL for Reduction in CO2 emissions
iron-ore sourcing. by 2025 due to digitisation8
As the metals and mining

What does this sector is dependent on natural What does this
mean for us? resources for its operations,
environmental regulations
mean for us?
This presents an have significant implications While there is no mandated
Evolving regulatory opportunity for captive
consumers like us to
on the business. With climate
change posing one of the
target from the Government of
India yet, we are taking proactive
landscape bid for and win mines biggest environmental threats, steps in mitigating climate
to secure our raw India has committed to address change by constantly trying to
Auction of iron ore mines in 2020 - the issue through its Intended
material supply. reduce our energy intensity and
Through an amendment in Mines Nationally Determined improve our carbon footprint.
and Minerals (Development and Contribution (INDC) and is
Regulation) Act 2015, allotment of targeting reduction in emission
fresh mineral concessions will only intensity of its GDP by close to
be through auctions. 35% by 2030 as compared to
2005 levels.
Sources: 3 - Economic Survey of India, FY 2018-19 6 - National Steel Policy, 2017, India
1 - International Monetary Fund 4 - UN, Department of Economic and Social Affairs 7,8 - World Economic Forum
2 - Central Statistical Organisation (CSO) 5 - Wateraid
11
Business Context: Stakeholder Engagement
Engaging closely with

partners in progress
Stakeholder group Why they are important
Investors As providers of financial capital, they are key stakeholders in our growth
and expansion plans
Employees Our people are at the centre of all our operations. Their collective
experience, skill and knowledge are essential for our growth
Suppliers/ Our operations are closely linked with the timely availability of supplies,
Partners quality of raw materials and services that we source. These, in turn, have
a material impact on the efficiency of the production process
Customers/ Customer feedback, or as we call it, the Voice of Customer, is key to

Dealers process improvements, quality enhancement, service performance and
cost optimisation. One of our key strategic pillars is to be the 'Supplier of
Choice', and it determines our business success
Community A harmonious relation with the communities where we are located is

key to our social licence to operate. They are partners in our progress
and are crucial to our operations
Government Key for ensuring compliance, interpretation of regulations and key to

and Regulators uninterrupted operations
12
Key engagement forums Key issues
Investor calls, analyst meets and general Demonstration of Tata Steel Group’s ethical and
meetings governance practices, transparent and adequate
disclosure, improved Return on Investment (ROI)
and capital appreciation and increased market
capitalisation
Employee engagement initiatives, continuous Productivity, training, learning and

interaction with management, appraisals, development, career growth, work environment
grievance redressal mechanism and culture
Meetings with key national and internal Long-term association with the Tata Group,
suppliers by senior management, supplier visits, more business volume, timely payment of dues,
suppliers’ meet knowledge and information on applicable
statutory requirements and safety standards
Regional meets, visits to dealers, Timely redressal of issues, knowledge and

need-based visits technology exchange, servicing solutions
Need assessment surveys, community visits by CSR initiatives and Affirmative Action (AA)
company management, periodic cultural meets initiatives addressing priority areas (5 Es)-
Essential amenities, Education, Employability,
Employment, Entrepreneurship
Plant visits, symposia and advocacy platforms Compliance, Ethics, Corporate governance,
Corporate citizenship
13
Business Context: Material Issues and Risks
Material matters
impacting value creation
Material matters are most relevant
to our value-creation process
and they can substantially affect
our ability to create and deliver
value. As we prepare ourselves for
mitigating risks and leveraging
opportunities, we map the issues
that are most relevant to us
and address them through our
strategic pillars.
At TML, we engage with our
management and stakeholder
representatives to identify material
concerns and prioritise them based
on their magnitude and likelihood.
Identification This year, we enhanced the assessment

process by reaching out to both internal
We involved an independent third-party
agency to moderate the process and
and prioritisation and external stakeholders for direct encouraged every participant from external
feedback. We conducted internal as well as internal stakeholder groups to
We continuously engage with our external
workshops and discussions with functional prioritise the material matters under the
stakeholders to assess risks, opportunities
heads for identification of the themes identified themes. The material matters were
and potential concerns. The information
that are important for management’s then considered in terms of their actual and
derived from these engagements aid our
decision-making. These themes take into potential impacts. The underlined concerns
decision-making process to chart out a clear
account the context in which we operate and were reviewed by the Senior Management.
roadmap for sustainable value creation.
our top risks and opportunities.
14
Prioritised material issues based on importance for value creation
Critical Very high High

importance importance importance
→→ Safety →→ Air emissions →→ Employee welfare and engagement
→→ Digitisation and automation →→ Water conservation →→ Community safety
→→ Customer focus →→ Waste management →→ Human resources
→→ Product stewardship →→ Market presence →→ Diversity
→→ Supplier engagement →→ Governance
→→ Community engagement →→ Compliance
→→ Harmonious industrial relations
→→ Emergency preparedness
Associated risks
Business risks People risks Infrastructure risks
→→ Dependency on a few key suppliers may →→ Delay in project execution due to →→ Inadequate road infrastructure affecting
pose a threat to our long-term supply of labour unrest vehicular movement to and from the
raw materials plant
→→ Disruptions due to any safety issues or
→→ Threat of PI being substituted by other accidents →→ Insufficient raw material and finished
competing materials as an alternative goods storage area
Mitigation
→→ Alternative materials for DI Pipe in small →→ Several initiatives are taken for Mitigation
diameter segment such as Polyethylene management and workers’ interaction →→ Advocacy with government for road
(PE), High Density Polyethylene (HDPE) and engagement. Initiatives are also widening
and Poly Vinyl Chloride (PVC) could also undertaken to empower community
→→ Exploring additional storage area
pose a challenge in the vicinity and beyond
Mitigation →→ Major thrust on safety by
→→ Diversifying vendor base and developing incorporating multiple levels of safety Environmental risks
new vendor base and/or new sourcing precautions and trainings to all those
countries involved in the factory →→ Stricter environmental legislations
→→ Differentiating product and service Mitigation
offerings. Also, changing our target →→ Undertaking process improvement
customer segment and trying to co-exist
Regulatory risks initiatives for minimising specific energy
with the potential replacement products and carbon emission intensity, water
→→ Delay in abiding by regulatory
consumption, at the same time reducing
requirements, tax filings
air emission
Mitigation
→→ Deployment of new technologies
→→ Digital compliance tool in place
to monitor compliance health on
real-time basis
15
Business Context: Strategic Priorities
Strengthening six pillars

of our strategy
eople Pr
tP
ac
Robu
tices
Choice C
ible orpo
of ns
rat
R es p o
Supplier
e Citizen
sh
ip
p ate and Ex us on Do
hi ov oc
w
F
t Leaders
ce
I nn
n st
l
ream/
os
V
C alu
e Add
Pillars Key enablers Capitals Material issues Page

impacted reference
Innovate
1 and Excel
Enhancing a culture of innovation for
continuous improvement to attain
→→ Intellectual
→→ Human
→→ Digitisation and
technology Page 24
business excellence through initiatives →→ Manufactured →→ Product stewardship
such as: →→ Financial →→ Market presence
→→ SHIKHAR – array of improvement →→ Natural
initiatives for improving the bottom line.
→→ Continuous adoption of Total
Productive Maintenance (TPM)
practices in the shop floor.
→→ Automation for improved safety of
employees and productivity.
→→ Use of digital technologies to adapt to
Industry 4.0.
16
Pillars Key enablers Capitals Material issues Page

impacted reference
Cost Consistently focussing on operational →→ Manufactured →→ Air emissions

2 Leadership
excellence for improving cost base.
Structural cost reduction ideas
→→ Financial
→→ Natural
→→ Water conservation
→→ Waste management
Page 26
implemented and on the radar include: →→ Supplier engagement

→→ Coal injection project implemented for →→ Automation
partial replacement of expensive coke
with coal
→→ Commissioned Effluent Treatment
Plant (ETP) to reduce ground water
consumption
→→ 15MW CPP being implemented
→→ Use of turbo blowers
→→ Expansion of Coke plant (BOOT basis)
→→ Optimum raw material sourcing strategy
to offset volatilities
Supplier of Focus on creating value for customers →→ Social and →→ Customer focus
3 Choice
through:
→→ Superior and differentiated offerings
Relationship
→→ Financial
→→ Product stewardship Page 28
→→ Enhanced customer centricity →→ Manufactured

→→ Customised offerings based on Voice of
Customer
Concerted efforts towards: →→ Human →→ Harmonious industrial

Robust
4 People
→→ Building a robust safety culture
→→ Focussing on managing talent, including
→→ Intellectual
→→ Financial
relationships
→→ Employee welfare and
Page 30
learning and development engagement

Practices →→ Improving employee engagement →→ Diversity
→→ Human Resources (HR)
Responsible Impact-based CSR with focus on essential →→ Social and →→ Air emission
5 Corporate
amenities and education while sustaining
efforts on employability, entrepreneurship
Relationship
→→ Financial
→→ Water conservation
→→ Waste management
Page 34
Citizenship and employment.

Emphasis on sustainable operations by
→→ Natural →→ Community
engagement
ensuring: →→ Compliance
→→ Reduction of carbon emission and →→ Community safety
energy intensity, and striving towards →→ Governance
zero discharge
→→ Compliance with applicable standards
and laws, while adhering to ethical
practices guided by the Tata Code of
Conduct
Focus on Committed to being a leading player in our →→ Manufactured →→ Customer focus

6 Downstream/
areas of business by capitalising on growth
opportunities, especially in the
→→ Financial →→ Product stewardship Page 38
Value Add downstream business
17
Business Context: Business Model
Key components of
value creation
What we depend on How we create value
Financial resources
Based on estimated cash flow from operations, existing 1. Guided by our philosophy
capital structure, debt servicing obligations and conditions
of financial market, we plan financial resource allocation.
Finances for capex, restructuring, among others are
all sourced through equity, debt and other means of
project finance.
Vision
Manufacturing assets
Our hot metal manufacturing facility, DI Pipe facility and the Mission
CPP comprise our manufacturing assets. We focus on process
improvement activities to enhance the efficiency of these
assets and optimise costs. Values Tata
Intellectual assets Code of
We focus relentlessly on innovation management, and
nurture ideas to create long-term value for our businesses.
Conduct
Our innovation projects are focussed on products, services and
processes. One of the focus areas for our improvement projects is
digitisation across our processes.
Passionate workforce
Our business is dependent on a workforce that is competent,
engaged and socially sensitive. At the same time, we are
committed to providing a safe, healthy and clean work
environment to our employees and contractors' workforce. 3. Supported by our strategy
Natural resources tP
eople Pr
s
ac
Robu
tices
Our operations depend on natural resources such as water, C

iron ore and coal. Additionally, our operations impact the Choice ible orpo
of ns
rat
Respo
environment through emissions and waste. Process optimisation

Supplier
e Citizen
with efficient resource utilisation coupled with recycling and

efficient handling of waste are necessities for our operations. sh
ip
Relationship with stakeholders and partners hi

p ate and Ex oc
us on Do
ov
w
F
t Leaders
Inn
ce
nst
The relationship we share with our suppliers, vendors,

l
ream/
partners, distributors and customers is of paramount

importance to our long-term existence. Our harmonious
os
C alu
e Add
coexistence with the surrounding communities is important
for our social licence to operate.
18
Value we create
For providers of financial capital

2. Responding to the external environment We deliver consistent, profitable and
responsible growth.
Our risk management process prepares us against the short, medium and
long-term risks that may impact our value-creation ability
We constantly scan our external environment to identify and capitalise
on opportunities For customers
We provide customised products and solutions to
our customers. We also engage and collaborate with
our customers closely for knowledge enhancement,
capacity building and resolving issues.
For suppliers
We ensure an optimum supply chain with
competent suppliers for seamless operations.
We also engage and collaborate with our suppliers
closely for knowledge enhancement, process
improvements and product applications.
4. Through our production process For our people

We strive to provide equal opportunities to all our
employees, ensure capacity building, training, and a
Raw Materials safe work environment.
Hot Metal
Sourcing
For communities around us

DI Pipe Pig Iron
We contribute towards improving the living conditions
of communities around us through our CSR activities
and at the same time ensure that our production
processes do not have any adverse impact on the
environment around us.
Sales & Distribution - Direct/ Agents
19
Business Context: Chairman’s Statement
Propelling
value-led growth Dear Shareholders,
It gives me immense pleasure to present
you the 2nd Integrated Annual Report and
the Annual Accounts of your Company for
the financial year ended March 31, 2019.
During the financial year 2018-19, global
macroeconomic conditions have moderated
and various risks factors need to be watched
cautiously including escalating trade
disputes, tightening liquidity and the impact
of climate-change and related regulation.
In FY’19 the Indian economy showed some
resilience, but slow economic growth in rural
and agrarian India as well as the solvency
risks faced by some Non-Banking Financial
Companies have left a long shadow affecting
sentiment and private investment. On the
other hand, fiscal spend and government
driven infrastructure build in railways,
roads, water, sanitation has been helpful
in sustaining demand in several industries
including steel.
Global crude steel production increased by
4.6% in 2018 to a level of 1.8 billion tonnes
with increase in all regions except in the EU.
China’s steel output grew by 6.6% while India
increased its production to 106.5 million
tonnes (4.9% over 2017) to become the
second largest steel manufacturer surpassing
Japan. India’s demand for pig iron was stable
due to sustained consumption in foundries
Mr. Koushik Chatterjee
for manufacture of castings as well as
Chairman
for steel making.
20
The demand for Ductile Iron Pipe continues Sustainability matters

to grow across drinking water, sewerage and
In line with the Tata Group ethos and with
irrigation sectors through several flagship
an objective to give back to the society,
programs of the government including I am happy to report to your Company strives to work for the
“Atal Mission for Rejuvenation and Urban
Transformation” (AMRUT), Smart Cities,
you another successful socio-economic upliftment of communities
near the Kharagpur plant. Your Company
Swachh Bharat Abhiyan and Government’s year for your Company. undertakes several CSR initiatives
water grid projects for improving water
supply and sanitation infrastructure in both
The Company recorded classified under 5 Es - Essential amenities,
Education, Employability, Employment and
urban and rural areas. As per estimates, the ~14% growth in turnover, Entrepreneurship. Your Company’s CSR
overall demand for DI Pipe continues to
be robust and is likely to have an expected
and EBITDA increased by interventions have touched the lives of
more than 16,000 beneficiaries in nearby 20
annual growth rate of 10-12% over the ~6% over the previous villages. We also encourage our employees
next few years.
year. Increase in sales to participate in various community
I am happy to report to you another development activities and I am happy to
successful year for your Company.
volumes and improved share that last year we have clocked over
The Company recorded ~14% growth in cost efficiencies were 6,500 employee volunteering hours.
turnover, and EBITDA increased by ~6%
over the previous year. Increase in sales
however offset by rising As a part of our commitment to reduce the
carbon footprint and help combat climate
volumes and improved cost efficiencies were raw material costs. change, your Company has significantly
however offset by rising raw material costs.
The net profit after tax grew by 14% over
The net profit after increased captive power generation through
waste gas/heat over the last few years,
the previous year. tax grew by 14% over thereby reducing consumption of grid power
During FY 2018-19, the Company’s hot the previous year. which is generated through fossil fuels.
metal production increased by around 4% Carbon footprint will come down further
over the previous year. This would have in future with implementation of the new
been higher had there not been a few 15 MW power plant based on waste heat
unscheduled interruptions in the blast recovery from expansion of coke oven plant
furnaces due to unforeseen operational (on BOOT basis). Further, we continue our
efficiencies. As a part of the long-term
reasons. The long-term supply arrangement quest towards significantly improving fuel
strategy of your Company, the Board has
for coke, along with captive production in efficiency (coke and coal consumption)
approved investments in doubling the
the coke ovens, covered nearly 80% of the over the years. Your Company has also
capacity of the DI Pipe unit from 2 LTPA
overall requirement; helping to some extent commissioned a comprehensive study
to 4 LTPA by installing a new production
to offset input cost volatilities. Further, the by a reputed environment engineering &
unit in the same premises at Kharagpur,
commissioning of the Pulverised Coal research organisation to further improve the
augmentation of MBF-1 capacity by 0.70
Injection (PCI) plant in the second half of environment in and around the plant.
LTPA and installing a new 15 MW Power
FY’19 along with higher oxygen enrichment
Plant. Accordingly, the Board had sought and Finally, I would like to take this opportunity to
will not only increase hot metal production
received your approval to fund the expansion thank all our shareholders for their continued
but also make the Company more cost
project by way of issuance of Equity Shares support and confidence in the Company
competitive by replacing about 15% of
and Convertible Warrants to the Promoter, and the management. I also express my
relatively expensive coke with coal. Pig Iron
i.e. Tata Steel Limited, on a preferential basis. sincere gratitude to our customers and
sales volume showed a marginal decline of
The proceeds from the issue will help in suppliers/partners for their trust and support
3% but that was primarily owing to higher
funding the expansion project, repayment of towards the Company. I am also thankful to
off-take of metal by DI pipe division. Sale of
loans and strengthening the balance sheet the unions for maintaining cordial industrial
DI Pipe recorded a 13% increase over the
of your Company. relations, the employees, the management
previous fiscal as a result of recording
team, my colleagues on the Board of
excellent parameters on performance The expansion is aimed at building capacity
Directors and other stakeholders for their
and availability as well as favourable and expanding the DI pipe size range up
significant contribution to the Company
product mix of orders. to 1200 mm diameter. It is aligned to the
during FY 2018-19.
Company’s strategy to focus on value led
The Board of your Company is glad to
growth and cost leadership. The Company
recommend a dividend of ` 3.50 per equity
will continue also to focus on digitisation
share for FY 2018-19. Warm regards,
and automation while implementing this
In the ever-changing business environment state-of-the-art expansion thereby improving Koushik Chatterjee
in which your Company operates, achieving manpower productivity significantly Chairman
cost leadership remains a priority, driven leading to long-term value creation for DIN:00004989
by enterprise-wide synergies and process all stakeholders. Date: April 15, 2019
21
The Value
We Create
Our strategy guides us in making clear choices about allocation

of resources. Taking a holistic approach towards value creation,
we have linked our six strategic pillars intricately with the value
we create and share.
Value creation is about judicious allocation of resources, careful
nurturing of relationships and creation of outcomes through
meaningful implementation of our strategy. 'Integrated thinking',
which is the core of the Integrated Reporting process, is defined by
our six strategic pillars. Each of the strategic pillars are associated
with one or more of the capitals. We deploy the capitals and add
value to them by implementing our strategy.
22
Financial
eople Pr
tP Social and
Relationship
ac
Robu
Manufactured
tices
ice ponsible C
ho es
plier of C
or
porate C
ate and Ex
ov
up
ce
I nn
tiz
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l
enship
Foc
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n Downs
C ost L
dd
eA
ad
tre
e
ers hip / Valu am
Intellectual Human
Natural
23
The Value We Create: Innovate and Excel
Innovation
for enhancing value
~350 ~90% 156
Kaizen Employee Business
(Improvement projects) participation in TPM Excellence projects
Capitals Impacted
Financial Manufactured Human Intellectual Natural

ate and Ex Leadersh e r of C h o eople Pr orporat nstream

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Innovation forms the foundation of our growth, and thus, 'Innovate and Excel’ is one of our
key strategic priorities, which cuts across all other five strategic priorities. Innovation for us
is as much about technology as it is about process improvements, business excellence and
a culture that encourages thinking afresh.
We have established processes to nurture
new ideas that help in long-term value
Service innovation Digital transformation
creation. Our innovation management entails To enhance service offerings, we regularly scan journey
product, process and service innovation. and identify opportunities through customer
We have established a detailed digital
Our people are at the core of our culture meets, market research and benchmarking
transformation roadmap and are in the
of excellence who fuel creation with their exercises. These opportunities are converted
process of implementing the same.
innovative ideas. into actionable ideas and implemented.
The planned initiatives will be around
For example, a Technical Services team has
Product and process been formed to provide services for DI Pipe
three areas: smart machines, real-time data
analytics and business on mobile. Our culture
innovation customers on site. This is over and above the
technical assistance already being provided
and capability building roadmap includes
visiting companies with best-in-class digital
We follow an established process of to foundries for improving their operations for
practices, mindset activation workshops and
innovation to develop new products, several years now.
reverse mentoring, apart from the standard
product modifications, features and services.
The process evaluates the maturity and Collaborating for learning/ coaching activities.
effectiveness of any innovation project, based
on its technology readiness. This helps our
innovation We are on the quest of transforming
overall decision-making on the resources As part of our innovation management ourselves into a digital factory by
to be spent for taking the project forward. programme, we explore opportunities of ensuring online real-time data collection
For enhancing customer value, we carry out collaboration with think tanks, research and installing smarter machines. We are
several product modifications in keeping with bodies, our suppliers and customers, among implementing Internet of Things (IoT)
customer and industry needs. others. We work with our suppliers to develop based sensors, smart meters, real-time
new products/ spares for our application. data gathering instruments spanning
Our process excellence framework is based
We have also started discussions around our operations. We continue to explore
on the Tata Business Excellence Model.
possible collaborations with reputed academic the usage of data analytics for optimising
We carry out process improvements
institutions for Research and Development our logistics cost and improving safety
within the organisation through various
(R&D) projects. We also engage in various through automation. Our marketing
programmes, including SHIKHAR (EBITDA
knowledge sharing sessions with our parent team is working on leveraging Big Data
impacting improvement projects) and
company, Tata Steel, to identify opportunities and analytics to enhance customer
TPM. We assess the effectiveness of these
for innovative practices. experience through new-age offerings.
innovations by evaluating their impact on
the bottom line.
Our way forward
Process deployment
Operations of both our PI and DI Pipe
Automation and digitisation are our key
focus areas for the future, to help us achieve
8%
benchmark operational performance, ensure of Capex spent on automation
businesses include processes that
safety for our employees and delight our and digitisation projects
are regularly evaluated by the senior
customers. A holistic capability building
management. Process efficiencies are
approach for our employees and leveraging
carefully analysed for improvement and
new age technologies will be the key levers for
potential synergies between different
us in achieving our goals.
functions. Upon formalisation, the processes
are deployed across the organisation
and are disseminated through the
Knowledge Management (KM) portal
to enhance organisational knowledge.
We also encourage a culture of continuous
improvement through TPM techniques.
25
The Value We Create: Cost Leadership
Excellence
in value creation
Capitals Impacted
Financial Manufactured Natural


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We believe that cost leadership is one of our core competencies and this pillar drives our
actions towards achieving excellence in manufacturing. We are devising new ways to
improve our production capabilities by embracing digitisation, automation and green
technologies in business processes. This will enable us to be more responsive to our
customers’ requirements, help us perform better on environmental parameters and create
long-term value for our stakeholders.
Our cost competitiveness is enhanced by Key improvements →→ Installed a monitoring system to detect
regular structural initiatives and sustained by annealing furnace gear box vibrations to
During FY 2018-19, we took several initiatives
continual improvement in our operational prevent sudden failures
to improve processes and optimise costs.
and maintenance practices. All our cost
saving projects are carried out under the
Some of these initiatives are as follows:
Our way forward
SHIKHAR platform, where ideas are generated →→ Commissioned Pulverised Coal Injection
We are preparing ourselves to develop
through forums such as focussed group (PCI) plant to reduce prime coke
efficient processes at the DI Pipe division,
discussions, followed by detailed business consumption at Mini Blast Furnaces (MBFs)
redesigning MBFs to enhance capacity and
cases and implementation of selected ideas. →→ Ensured ~80% of overall coke requirements
incorporating latest project management
The process is driven with special attention are through captive source/ long-term
tools and practices for our brownfield
through regular senior management contracts to mitigate coke price volatilities
expansion plan of the DI Pipe business.
reviews. These initiatives are undertaken for →→ Increased pig casting machine productivity
tangible improvements and are carried out by installing new design moulds
to challenge internal benchmarks of critical →→ Detailed energy audit for PI and DI pipe
parameter improvement, such as DI Pipe division carried out by Bureau of Energy Improving net fuel rate
conversion cost, enabling strategic sourcing Efficiency accredited agency
We have consistently produced BF
of raw materials and for automation and →→ Implemented energy conservation
coke with less than 3.5% moisture in
digitisation among others. initiatives like installation of Variable
our captive coke plant which reduces
Frequency Drives, grid power factor
Strengthening key work improvement, installation of LED
fuel rate in MBFs. Moreover, the
performance of both the MBFs have
processes lights, reduction in high speed diesel
consumption by minimising diesel
become more stable with introduction
of PCI. During FY 2018-19, we have
Our Key Work Processes (KWP) convert generator set operation, to name a few
reduced ~1% of our net fuel rate.
inputs into products/services, ensure quality →→ Provided pre-heated water for casting
and delivery to our customers. Our focus machine mould cooling
is always on improving these processes
and making them more responsive to PI business DI Pipe business
real-time requirements.
Hot metal production DI Pipe production
5.18 lakh tonnes 2.34 lakh tonnes

We innovate and modify our production
facilities in-house for catering to a wide
range of size requirements of DI Pipe and
have incorporated similar modifications
in our casting machines for PI division. Reduction in specific grid power
Operations on captive power consumption since FY 2015-16
100%
Additionally, including digitisation,
69%
improving organisational knowledge and
achieving product excellence, we build
operational efficiency. For improving supply
chain efficiency, we focus on value-in-use,
Sinter plant productivity Reduction in conversion
1.99t/m /hr
delivery, quality of materials and quality of
cost since FY 2015-16
50%
compliance, to name a few. 2
27
The Value We Create: Supplier of Choice
Delivering
customers
value to
Capitals Impacted
Financial Social and

Relationship

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We are consistently engaging with our customers to build long-term partnerships and
create mutual value. Customer Account Managers (CAMs) engage with direct customers
and consumers through a network of channel partners.
Relationship-building experience like just-in-time delivery service,

which helps them reduce inventory cost.
industry bodies and partners to explore new
possibilities. Our focussed relationship-driven
approach with We also streamlined an online complaint customer engagement processes continue
customers management portal enabling complaint
logging and closure through online work
to result in higher customer retention.
Additionally, in line with our sustainability
Our marketing and sales teams regularly flow system, field investigation, and root initiatives and exploring our business cross
engage with customers to understand cause analysis. Using digital tools, we linkages, we undertook various activities
key requirements and changing needs. initiated usage of a Salesforce automation to safeguard the health and safety of
We regularly conduct customer meets to application among the CAMs to plan, execute foundry workers of our customers in the
disseminate product information, understand and capture customer visits and interaction. Howrah foundry belt.
their requirements and obtain their feedback Besides, we continue to conduct knowledge
on our products, services and transactions for sharing workshops, collaborating with
PI and DI Pipe customers.
We also organise periodic customer visits, Customer satisfaction index
which act as primary touch points to build
PI DI Pipe
93 93
our customer relations. We have a robust
complaint management process that
provides prompt and satisfactory resolution
to customer complaints. Con
ess sid
en er
ar
Responding to a
Market share
Aw
tio
customers
n
PI DI Pipe
Our customer engagement plant focusses
on obtaining continuous feedback on
Relationship
building
approach with
19% 12%
r si o n
our various product and service offerings.

A d vo c
Independent third-party customer customer

nv e
satisfaction and engagement surveys on

ac y
37
Co
quality, delivery, loyalty, repeat purchases,

retention and positive referrals help us
realign our offerings.
Loyalty
Total number of suppliers engaged
In sporadic cases of repeat or unresolved
with/ trained (3 star rated vendors
complaints within target days, there is an
+ developed vendors for alternate
escalation matrix to the senior management
products)
for prompt action. We have been reducing
complaint resolution time continuously
for few years now.
Value delivered in Unique CSR initiative to safeguard the health and

FY 2018-19 safety of workers at our customers’ foundries
We carry out health camps for workers at foundry sites. In FY 2018-19, we covered
Our customer-engagement initiatives have
12 foundries benefiting 1,661 workers. In FY 2019-20, we plan to conduct safety
resulted in long-term contracts with our
awareness training camps for the workers.
key customers. We have developed various
programmes for them to enhance their
29
The Value We Create: Robust People Practices
Fostering
talent that drives value
Capitals Impacted
Financial Human Intellectual
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We recognise that our people are at the centre of all our operations. Thus, people practices
form one of the key focal points of our strategy. With our capacity expansion plans
underway, managing our existing human resource and creating an effective roadmap for
infusing new talent will be a priority. Moreover, our focus on automation and digitisation
further creates opportunities for developing new skill sets of existing people. To that end,
we help our employees upgrade their skills through various development and training
programmes, both internal and external.
Our commitment remains strong to safety not only as compliance, but also
extend a safe working environment for our as a way of life.
LTIFR trend
people as well as the right opportunity
for growth. We also focus on industrial Encouraging diversity in
relations and employee engagement to
create a competent, engaged and socially
0.57
the organisation
responsible workforce. We are encouraging a more diverse workforce
through strategic hiring. Over the years,
Recognising safety as a the percentage of female officers in our
way of life 0.27 workforce has increased.
Our workforce is broadly segmented into
We are committed to providing a healthy,
0.11 two groups: (a) permanent employees and
secure and clean work environment to our 0.10 (b) contractors’ employees. The workforce
employees, which is mandated in our Safety
comprises people from across geographies,
Health Environment Policy and deployed
providing a diverse mix. We also have
through continuous improvement of
a fair representation from the socially
workforce environmental factors. Our people
2018-19
disadvantaged sections of society (AA
are exposed to health hazards as our daily 2015-16 2016-17 2017-18
community): 12% of permanent employees
operations involve inherently hazardous
and 42% of contractors’ employees.
activities. We combat this situation by
complying with safety standards ensured We have a relatively young and qualified
through the OHSAS 18001 certification. Testimony to our permanent employee base with 27% of them
We proactively surpassed standards
by implementing the Felt leadership
safety management being under 30 years of age and 96% (as on
March 2019) of them being professionally or
programme, vendors’ star rating on practices technically qualified.
safety and consequence management,
along with conferring safety rewards and
Our PCI project was completed on
schedule with 6.48 lakh injury free
Managing capability and
recognition, and safety-linked annual
bonus to employees.
man hours – a direct testimony to our talent of our workforce
continued efforts on Safety.
We identify our workforce capability
Besides, we implemented a six-step
needs during annual planning process.
contractor management process and training
The ability to attract and retain competent
to contractors’ safety supervisors as a new
talent is achieved through four human
initiative for FY 2018-19 to ensure health
resource management pillars - Organisation
and safety of all employees. We focus on
Engagement, Improving Productivity,
Capability Building and Talent Management.
Capability needs of workforce are assessed
and addressed through its people
31
The Value We Create: Robust People Practices
development architecture covering all
sections of employees with a special focus on
selected segment. Capability development
Learning at TML Training man hours
interventions have helped continually in We have a knowledge repository – KM
improving workforce productivity. portal – which provides easy access
17,872
to technical information for new and
Team engagement old employees. We are working to
upgrade the portal and making it more 14,542
The core competency to ‘attract and retain
user-friendly. We are also developing
talent’ is an outcome of our focussed
new modules for the KM portal to ensure 11,047 11,370
workforce engagement systems and
quick references on the basics.
practices. Engagement initiatives like
providing challenging assignments
through Cross Functional Teams (CFTs),
learning and development opportunities,
horizontal and vertical career advancement
opportunities, strengthening reward and Key human resource
recognition, opportunity to be part of digital
and automation initiatives, mentoring and
development initiatives 2015-16 2016-17 2017-18 2018-19
coaching by senior leadership teams, open for FY 2018-19
door policy, along with our ethical business
During the year, we were involved in the
practices have all helped achieve our
following employee-centric initiatives:
engagement targets.
→→ Rolled out talent management policy for
Measuring performance high potential employees
and productivity →→ Set up a working model for various
technical trainings
We foster a high-performance culture →→ A worker teacher model was developed to
through a robust performance management conduct classroom and shop floor training
system (PMS), involving objectivity and →→ Replaced the earlier Balanced Score Card,
performance outcomes. The basic objective and launched a Goal Card with the six
of the PMS is to plan, review and evaluate strategic pillars
performance and potential. →→ Invited a 360-degree feedback from an
external partner
Key features of PMS for officers involves
→→ Implemented Kudos reward and
goal setting, mid-term review, talent
recognition platform to instantly recognise
review and reward.
noteworthy achievements
→→ Launched a new online Human Resource
Number of Decline in Management System (HRMS) portal to
serve as a one-stop digital solution for all
employees attrition HR concerns
1,221 9%
→→ Organised employee engagement activities
such as the Tata Metaliks Premier League
with multiple sports events
Employees qualified Increase in employee

(diploma/technical/ productivity
professional) PI division DI Pipe division
96% 3%
(y-o-y)
4%
(y-o-y)
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Age-mix (%)
Below 30: 27
31-40: 40
41-50: 23
Above 50: 10
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The Value We Create: Responsible Corporate Citizenship
Enhancing
shared value
Capitals Impacted
Financial Social and Natural

Relationship
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Our operations are interdependent and interconnected with the natural and social
ecosystem where we operate. Hence, we recognise the importance of conserving the
natural resources that we transform and return as assets to the society, while minimising
the environmental impacts of our business. Hence for us, adopting environment-friendly
practices is an integral part of our sustainable business strategy. At the same time, sharing
the value we create with communities that surround us is ingrained in our business DNA,
in line with the legacy of the Tata Group.
Our strategic pillar of Responsible Corporate adequate interventions as per statutory monitored through in-house digital platform,
Citizenship is closely linked with our requirements and ISO 14001 standard. which provides real-time statutory updates.
environmental performance and Corporate
Social Responsibility initiatives. Optimising water use We also meet compliance requirements
through operational efficiencies that are
Responsible We strive to optimise water use by reducing
our freshwater consumption at various stages
benchmarked to industry best practices.
We further set targets as part of the planning
environment of production. We constantly measure and process with action plans to comply with or
management manage our water use. In the process, we
also look for any leakage(s) or wastage(s)
go beyond compliance requirements.
At Tata Metaliks, we are being responsive that can be avoided. With a constant focus
to the environment by adopting on optimising water usage, minimising waste Applying the 3Rs
climate-friendly technologies and innovative
practices. Over the years, we have set up
and recycling waste water in the production
process, our fresh water consumption has
policy
waste heat recovery systems as a result of significantly come down. We promote an enterprise-wide
which almost 80% of our power requirement philosophy of Reduce, Reuse and
is met through captive power sources. Ensuring environmental Recycle, setting aggressive targets
We have installed PCI system, thereby
partially replacing coke by coal and have
compliance that improve the primary yield of our
processes. Under SHIKHAR 5000, we have
also adopted energy efficient/ improvement We ensure compliance with all the commissioned thickener slurry system,
initiatives to reduce overall carbon footprint. environmental norms and encourage our which will allow us to use 100% sludge in
We have commissioned an Effluent partners to follow the same through our our sintering process, thereby increasing
Treatment Plant (ETP) to reduce groundwater robust contract management process. our total sludge recycled
consumption in our PI and DI Pipe divisions. Compliance to statutory timelines is
We have also installed an on-line ambient air
quality monitoring system to monitor and Materials recycled back
reduce air emissions. Increase in water recycled into process (%)
Minimising wastes,
effluents and deriving
2%
(y-o-y)
83
87
91 92
value
We adopt responsible business practices and Reduction in carbon
management of natural resources through
initiatives such as use of blast furnace gas as
emission intensity
fuel instead of oil/ fossil fuel at several places PI division DI Pipe division
1% 3%
and reuse most of the in-plant process waste
in sinter plant. Hazardous waste generated
and air emissions, are taken care of through 2015-16 2016-17 2017-18 2018-19
(y-o-y) (y-o-y)
35
The Value We Create: Responsible Corporate Citizenship
Our preparedness our business. They collaborate with us

to jointly develop new products for our
improve the lives of people in the community
surrounding our area of operation. We
for future applications. We engage with our suppliers, have been driving several health-related
service providers and partners through initiatives in our key communities. During
As we continue with our expansion plans,
partners meets, site visits, evaluation and FY 2018-19, we organised blood donation
our focus will be to remain committed
feedback, while communicating and sharing camps, health camps for school children and
to our environmental responsibilities.
expertise with them. We ensure safety and villagers, in addition to organising various
Managing carbon emissions will be one of
sustainability of our value chain partners' health awareness programmes dealing with
the key objectives of our future preparedness.
operations through constant hand-holding cleanliness, personal hygiene, alcoholism, and
Towards that end, we have already carried out
and knowledge transfer. more. We also implemented drinking water
a detailed Greenhouse Gas (GHG) emissions
projects at Samraipur village on 'Community
accounting for our existing plant and the
proposed expansion project. We have also
Value delivered in – Corporate' partnership model wherein one
commissioned a detailed study to improve FY 2018-19 time infrastructure, including a solar-powered
pump and network of water pipeline with
air pollution levels in the plant and its vicinity
We conducted different training and overhead tanks have been provided by us.
with National Environment Engineering
development programmes, especially Further, we also installed a water filtration
Research Institute and the recommendations
designed for our suppliers and service system and multiple toilet blocks in nearby
of this study will be implemented.
providers with a focus on safety, business villages. Our collaboration with Kolkata Police
Enduring stakeholder ethics, prevention of sexual harassment
at workplace and implementation of new
and Medica Superspeciality Hospital to run
25 ambulances in Kolkata continued during
relationships technology, among others. We evaluated our FY 2018-19 attending to needs of several
key service providers and assisted them to trauma care victims in the city. Under
We acknowledge that our existence depends
achieve a minimum of 3 star level on a 5 point education, our efforts involve improving
largely on our ability to develop long-term
scale on safety. Additionally, all new major the physical infrastructure in schools
and sustainable relationships with our key
contracts in the plant followed the 6-step and complementing standard classroom
stakeholders: investors, customers, vendors,
Contractor Safety Management System teaching with holistic development initiatives
suppliers and partners, and communities.
(CSMS) covering areas of (i) Contractor such as providing scholarships, soft skills
Therefore, our focus remains on continuously
selection, (ii) Contract preparation, development and sports coaching.
engaging with them, while enhancing and
(iii) Contract award, (iv) Orientation and
delivering value consistently.
training, (v) Managing the work and
Collaborating to (vi) Periodic evaluation.
strengthen our suppliers Key welfare programmes CSR outreach

and vendors for communities
Our suppliers, service providers and
partners enable us to seamlessly run
Education and Essential Amenities are the
focus areas through which we endeavour to
16,800
CSR expenditure
`354 lakh
For details, please refer CSR Annual Report
(Annexure C to the Directors' Report)
Football coaching to under-10 year old boys

36

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Ci t
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alue Add
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izenshi
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37
The Value We Create: Focus on Downstream/ Value Add
Focussed
on value addition
Capitals Impacted
Financial Manufactured

Co
ac
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l
/V
ice
sponsib
ip
Robu
Inn
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Ci t
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alue Add
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Preparing ourselves for the future, our focus on downstream operations and
value-addition is relentless. This strategic move is helping us in many ways. Infrastructure
growth across the country has opened up several new markets for the DI Pipe business.
Given its usage in multiple sectors, ranging from potable water, sanitation, irrigation to
industrial projects, DI Pipe business can capitalise on opportunities spread across various
sectors. In addition to opening up new avenues, our value-addition strategy helps us de-
risk our revenue base.
Capacity expansion the range of our services on site in laying the

pipes, as well as, developing new products
of the success of our downstream business.
To that effect, we are exploring automation
for DI Pipe – A strategic including ancillaries. and smart technologies in our expansion
leap Automation and smart
project. We are going beyond compliance by
adopting environment and people-friendly
Furthering our efforts on downstream
value-addition, our Board of Directors
technologies for new digital technologies, which will also
minimise man-machine interface and create
followed by our shareholders, approved business a future-ready workforce.
the capacity expansion of our DI Pipe unit
While we progress with our expansion plans,
from 2 LTPA to 4 LTPA by installing new
our focus on the strategic pillar of ‘Innovate
production unit, augmentation of MBF-1
and Excel’ is going to be a key determinant
capacity and installing a new 15 MW CPP.
Hot Metal capacity will further increase
due to commissioning of PCI and other
operational improvements like increased
Division-wise turnover (` in crore)
oxygen enrichment. The expansion is
funded by internal accruals and issuance 2,155
of equity shares and convertible warrants 1,894
to our promoter i.e. Tata Steel Limited, on
a preferential basis, who have shown their 1,436 1,419 1,390 1,410 1,142
1,226
confidence in our proposition. 995 1,000
505 591 645
229 850
Focus on product and 313
1,013
service value add 997
682
931 828 745
560
894
With the expansion plans, our DI Pipe

portfolio is going to grow as well. Our current 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 2017-18 2018-19
product range is from 80 to 800 diameters Pig Iron DI Pipe

and would be enhanced up to 1,200
diameter pipes. Along with this expansion The share of DI Pipe was high in FY 2016-17 because of low hot metal production due to the 91
in the range of our product offerings, our days shutdown of one of the blast furnaces.
marketing, technical services and new
product development teams are expanding
39
Governance
Leading us on the road ahead
Mr. Koushik Chatterjee Mr. Sandeep Kumar Mr. Sanjiv Paul Mr. Krishnava Satyaki Dutt
Non-executive Chairman Managing Director Non-executive, Independent Director
Non-independent Director
Born in 1968, Mr. Chatterjee is an Mr. Kumar has over 25 years Mr. Paul, graduated in Mr. Dutt started his legal career
Honors Graduate in Commerce of experience with the Tata Metallurgical Engg. and joined at Calcutta High Court. After a
from Calcutta University and a Group. His experience revolves Tata Steel Ltd. (TSL) in 1986 as short stint there, he joined ICICI
Fellow Member of the Institute around commercial and general Graduate Trainee. After working Bank in Mumbai. He later joined
of Chartered Accountants of management responsibilities in in Steel Melting Shops in various Amarchand Mangaldas in 2005
India. He is currently the Member the business of steel and steel capacities and completion of and was made partner in 2007,
of International Integrated raw materials. He is currently Senior Management program before retiring in June 2009.
Reporting Council, Insolvency the MD of Tata Metaliks. He was at CEDEP, France, he moved on After that, he founded Argus
and Bankruptcy Board of India, earlier the MD of S&T Mining to assume leadership roles in Partners. He is currently the
Global Task Force on Climate Pvt. Ltd. from 2008 to 2012. areas of General Management Managing Partner of Argus
Related Financial Disclosures Mr. Kumar is a Mining Engineer in TSL. In the past he has been Partners. Mr. Dutt has been
set up by the Financial Stability from IIT (ISM), Dhanbad and a Managing Director, Jamshedpur identified by India Business Law
Board, Switzerland and is postgraduate in International Utilities & Services Company Journal as one of India’s top
a Director of World Steel Trade from Indian Institute of Limited (JUSCO), VP (Corporate 100 lawyers. RSG Consulting
Association. He is on the Board Foreign Trade (IIFT), New Delhi. Services), TSL and Managing (London) has identified
of several Tata Steel Group Director, Tata Metaliks Ltd. Mr. Dutt as among the leading
He has also attended various
companies and is the Executive He is currently VP, Safety Health & second generation of Indian
Management & Leadership
Director and Chief Financial Sustainability at TSL. corporate lawyers.
Development Programmes
Officer of Tata Steel. Recently in
including that at Leeds He is an avid reader, keen
March 2019, he has received
University Business School in cricketer and a golfer.
the CFO Lifetime Achievement
UK where he won the British
Award at the Financial Express
Chevening Scholarship and
CFO Awards 2019.
at CEDEP, France where he
attended its flagship General
Management programme.
40
Dr. Pingali Venugopal Ms. Samita Shah Dr. Rupali Basu Mr. Amit Ghosh
Independent Director Non-executive, Independent Director Independent Director
Non-independent Director
Dr. Venugopal with over 35 Ms. Shah looks after the Dr. Basu is a pioneer in bringing Mr. Ghosh has over 37 years
years of experience, is currently financing requirements of quality systems and standards of experience in various
Chairperson, Center for Global the Tata Steel Group and is in Indian hospitals. At present, greenfield ventures, brownfield
Management and Responsible responsible for raising capital she is a Non-executive Director expansion/ diversification and
Leadership at XLRI, Jamshedpur. from local and international of IQ City Medical College acquired on-going concerns
Prior to joining academics, banks and equity/debt capital and Narayana Multi-speciality in Metals and Steel industry.
Dr. Venugopal worked in the markets. Ms. Shah is also the Hospital and the Chairperson His areas of expertise include
marketing department of Chief Risk Officer for Tata Steel of the Women Empowerment corporate financial restructuring,
Coromandel Fertilisers and and has spearheaded the Subcommittee of Bengal strategic planning exercises,
Nagarjuna Fertilisers and implementation of enterprise risk Chamber of Commerce and acquisition, integration and
Chemicals Ltd. for 10 years. management practice across the Industry (BCC&I). She has been implementation of turnaround
Tata Steel Group. Ms. Shah joined honoured with numerous plans, among others. He served
In addition to Tata Metaliks, he
Tata Steel in 2012 with over 20 awards and recognitions such in Tata Steel and its group
is on the Board of Jamshedpur
years of experience in financial as Bharat Nirman Award 2010 companies, is a member of
Continuous Annealing and
services. Ms. Shah is an MBA from and Bhartiya Chikitsak Ratan The Institute of Directors, and
Processing Company Pvt. Ltd.
Indian Institute of Management, Award for Best Performance as a Rotarian he chairs various
Ahmedabad, India. 2016 by The Economic for Community Services and
Health and Educational Healthcare committees of Rotary
Growth, among others. Club of Calcutta.
41
Awards and Recognitions
‘Noteworthy Water Efficient Unit’ at the 4th Water

‘Excellence in Corporate Social Responsibility in 2018’ Innovation Summit 2018 (Economic Growth and
by the CII-ITC Centre of Excellence for Sustainable Human Development in context of Water Scarcity) and
Development - 2018 National Awards for Excellence in Water Management -
2018 by CII-Triveni
Ms. Dilith Castleton, Head-CSR was felicitated with

‘Certificate of Recognition’ by the Institute of Company Leading Women Award in Asia by World Business
Secretaries of India (ICSI) for implementing sound Council for Sustainable Development (WBCSD) for
Corporate Governance practices - 2018 showing exemplary leadership in sustainability
challenges and opportunities - 2018
42
CORPORATE INFORMATION
Board of Directors CIN

(As on April 15, 2019)
L27310WB1990PLC050000
Mr. Koushik Chatterjee
Chairman
REGISTERED OFFICE
Mr. Sandeep Kumar
Managing Director Tata Centre, 10th Floor
43, J. L. Nehru Road, Kolkata - 700 071
Mr. Sanjiv Paul
Tel : +91-33-6613 4200, Fax : +91-33-2288 4372
Mr. Krishnava Satyaki Dutt Website: www.tatametaliks.com
Dr. Pingali Venugopal
Ms. Samita Shah BANKERS
Dr. Rupali Basu
→→ State Bank of India →→ Axis Bank
Mr. Amit Ghosh →→ HDFC Bank →→ DBS Bank
→→ ICICI Bank →→ Yes Bank
→→ Bank of Baroda →→ Induslnd Bank
MANAGEMENT →→ Federal Bank →→ Kotak Mahindra Bank
(As on April 15, 2019)
Mr. Sandeep Kumar AUDITORS
Managing Director Price Waterhouse & Co Chartered Accountants LLP, Kolkata
Mr. Subhra Sengupta
Chief Financial Officer & Ethics Counsellor
REGISTRAR & SHARE TRANSFER AGENT
Mr. Rajesh Mishra R & D Infotech Pvt. Ltd.
EVP – Strategy & Corporate Services 7A, Beltala Road, Kolkata - 700 026
Mr. Sharad Sharma
EVP - Marketing and Sales
INVESTORS SERVICE CENTRE
Mr. Debasish Mishra Tata Metaliks Limited
Vice President (Operations - PI) Tata Centre, 10th Floor
43, J. L. Nehru Road
Mr. Soumyajyoti Sarkar
Kolkata - 700 071
Vice President (Operations - DI)
Phone: + 91-33-6613 4200
Mr. N. V. Ramanathan Fax: +91-33-2288 4372
Vice President (Projects) Email: [email protected]
Dr. Ratna Sinha R & D Infotech Pvt. Ltd.
Vice President (HRM) 7A, Beltala Road
Kolkata - 700 026
Mr. Sankar Bhattacharya
Phone: +91-33-2419 2642
Chief - Corporate Governance & Company Secretary
Fax: +91-33-2476 1657
Email: [email protected]
43
DIRECTORS' REPORT
To the Members,
Your Directors take pleasure in presenting the 2nd Integrated Report (prepared as per the framework laid down by the International
Integrated Reporting Council) and the 29th Annual Accounts on the business and operations of the Company for the Financial Year (FY) ended
March 31, 2019.
Financial Results
(` in crore)
Particulars FY 2018-19 FY 2017-18
Gross Income from Sales & other operations (including other income) 2161.76 1914.81
Profit before interest, depreciation and taxes 312.95 296.54
Less: Interest 43.25 47.09
Profit before depreciation and taxes 269.70 249.45
Less: Depreciation 57.64 49.07
Profit before taxes 212.06 200.38
Less: Provision for taxes including deferred taxes 30.17 41.20
Profit after taxes 181.89 159.18
Profit / (Loss) and credit balance brought forward 162.42 10.92
Other comprehensive income net of tax 0.03 (0.07)
Amount available for appropriation 344.34 170.03
Appropriation:
Equity Dividend 7.58 6.32
Tax on Dividend 1.56 1.29
Transfer to General Reserve - -
Balance carried forward 335.20 162.42
Note: The Company has adopted Indian Accounting Standard (referred to as ‘Ind AS’) with effect from April 01, 2016 and accordingly these financial results along
with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the
Companies Act, 2013 (“Act”) read with the relevant Rules framed thereunder and the other accounting principles generally accepted in India.
Financial & Operational Performance The commissioning of the Pulverised Coal Injection plant (PCI) in Q4
has been a significant development both for increasing hot metal
Your Company has achieved 14% growth in revenue i.e. `2,155 crore
production as well as for reduction in hot metal cost. The results of
in FY 2018-19 compared to `1,895 crore in FY 2017-18 while EBITDA
this initiative would be visible in FY 2019-20. The Marketing and Sales
grew by 6% i.e. `313 crore from `297 crore in FY 2017-18.
(M&S) Team took up various customer centricity initiatives including
Your Company recorded its highest ever Profit Before Tax (PBT) of channel restructuring that helped the Company achieve steady
`212.06 crore, being 6% higher than FY 2017-18, led by significantly results in the market place including better price premiums; this also
higher sales volume (13% increase) in Ductile Iron pipes business. helped the Company close the year with one of the lowest finished
The Pig Iron sales volume saw a marginal drop as more hot metal was goods inventory.
converted into DI pipes.
Ductile Iron Pipe (DIP)
The improved performance of your Company is primarily attributable The DIP business of your Company continues its consistent upward
to increase in sales with a better product mix which was well trajectory recording highest ever finished pipe production with a
supported by various cost reduction initiatives. growth of 12% over FY 2017-18, and highest ever sales of finished
pipes at 235 Kilo tonnes (Kt) which resulted in the highest ever
Pig Iron (PI)
turnover of DIP. The successful performance of the DIP business
During the year under review, your Company has recorded its highest
is primarily attributable to the operational excellence along with
ever production of hot metal at 5.18 lakh tonnes (Lt), representing
efficient management of the product mix and selection of right
a 4% increase over last year. The increase in hot metal production
customer segments. Additionally, M&S team initiated various
along with reduction in coke rate was achieved as a result of several
customer centricity measures including launch of Technical Services
initiatives like increased injection of oxygen, higher hot blast
that is helping the Company establish Tata Ductura as a premium
temperature, increased usage of agglomerates, etc.
brand in the market place.
44
Dividend rating of your Company for long-term stands at [ICRA] AA- and
short-term facilities stands at [ICRA] A1+.
Your Board has recommended a dividend of `3.50/- per Equity Share
on 2,80,85,000 shares of `10/- each for FY 2018-19 (previous year
`3.00/- per equity share on 2,52,88,000 shares of `10/- each).
Integrated Report
In continuation with our commitment to the society, your Company
The dividend on Equity Shares, recommended by the Board, is
continues to follow the <IR> framework developed by the
subject to the approval of the Members at the ensuing Annual
International Integrated Reporting Council (IIRC).
General Meeting (AGM) to be held on August 27, 2019. The dividend,
if approved, will be paid to the eligible Members on and from The governance-based reporting framework of the Integrated Report
August 31, 2019. The total equity dividend outgo works out to 6.52% seeks to comprehensively present to its stakeholders, measures
(FY 2017-18: 5.75%) of the net profit after tax. The dividend pay-out is being undertaken to create long-term sustainable value by reaching
in accordance with the Company’s efforts to pay sustainable dividend out to the various stakeholders. <IR> not only focuses on integrated
linked to long-term growth objectives of the Company and enhancing thinking for decision making but also aims to improve the quality
stakeholder value. of information, enhance accountability and promote a cohesive
and efficient approach to corporate reporting. The adoption of
The Register of Members and Share Transfer Books will remain closed
integrated reporting reflects our passion and commitment towards a
from August 20 to August 27, 2019 (both days inclusive) for the
comprehensive value creation process.
purpose of payment of dividend for FY 2018-19 and the AGM.
Accordingly, your Directors present the 2nd Integrated Report of your
Transfer to Reserves Company for the financial year ended March 31, 2019.
Your Directors do not propose to transfer any amount to the
general reserve.
Management Discussion and Analysis
The Management Discussion and Analysis Report, in compliance with
Change in Share Capital Regulation 34(2)(e) of the Listing Regulations, forms an integral part of
this report and is annexed herewith as Annexure A.
During the year under review, your Company issued and allotted
Equity Shares and Convertible Warrants to the Promoter, i.e. Tata Steel
Limited, on a preferential basis as follows:-
Subsidiaries, Joint Ventures and Associates
Your Company does not have any subsidiary, associate or joint venture
(a) 27,97,000 Equity Shares at a price of `642/- per share aggregating
Company. Accordingly, the requisite disclosure as per Section 129(3)
to `179,56,74,000; and
of the Companies Act, 2013 (Act) in Form AOC-1 is not applicable.
(b) 34,92,500 Convertible Warrants (“Warrants”) at a price of `642/-
per Warrant, with a right exercisable by the Warrant holder to Sustainability
subscribe for one Equity Share per Warrant of face value of `10/-
As part of the Tata Group, whose core values are integral to your
each, aggregating to `224,21,85,000.
Company’s sustainability initiatives to achieve triple bottom-line
Consequently, the paid-up Equity Share Capital of the Company approach. Your Company continues to create positive influence across
stands increased to `28,08,50,000 divided into 2,80,85,000 Equity all stakeholders through a broad spectrum of focussed initiatives in
Shares of `10/- each as on the close of the Financial Year. the areas of environment management, water management, carbon
emission, use of alternate fuel and community development. Some of
The conversion of warrants can be exercised by the Promoter in
the major initiatives taken in last few years which have significant
one or more tranches within a period of 18 months from the date of
positive impact on the environment and the community are installing
allotment i.e. March 28, 2019.
fume extraction system for improving air quality, effluent treatment
There was no other change in the capital structure of the Company. plants for recycling water, captive power generation through waste
blast furnace gas, waste heat from coke plant and use of LPG instead
Capex and Liquidity of liquid fuel for heating and working for the development of the
local community specifically in the areas of education and essential
During the year under review, the Company incurred capital
amenities. Additionally, your Company also works on creating
expenditure of approx. `98 crore, which has been funded through
awareness on sustainability, sharing best practices and incorporating
internal accruals. The liquidity position remains stable with
valuable sustainability initiatives on various materiality issues which
undrawn lines of both fund-based and non-fund based limits
can have a positive impact on all stakeholders in the value chain.
sanctioned by banks.
Safety and Health
Credit Ratings
Safety and Health continues to be your Company’s top most priority.
Your Company enjoys a sound reputation for its prudent financial
Your Company is constantly working towards enhancing safety
management and its ability to meet financial obligations. The credit
standards, adopting safe working processes, addressing safety risks
45
and mitigating safety & health hazards with the overall focus to strategy is being developed with the help of an external consultant to
develop a mature safety culture among employees. Throughout the come up with new customer centric initiatives for both the product
year, various safety initiatives have been carried out to increase brands, Tata eFee and Tata Ductura.
awareness and competence among employees. The Felt Leadership
safety training for the employees continues to progress steadily to Human Resource Management & Industrial Relations
sensitise and build leadership competence on safety. Further, other
Employees are the most valuable resource of your Company.
strategies such as demonstration of visible Leadership on the
Hence, it is extremely critical to ensure a strategic alignment of
shop-floor through safety ‘Line Walks’ by Senior Leadership team,
human resource practices to business priorities and objectives.
improving competence of the contractors, focussed efforts towards
‘Robust People Practices’ is one of the key strategic pillars which drive
Hazard Identification and Risk Assessment (HIRA) and reducing man
the business processes to attain the Company's Vision. Your Company
machine interface through automation are all helping to enhance the
endeavours to create a competent, engaged and socially sensitive
safety standards at work place.
workforce. Accordingly, the HR function has dual objectives ‘to be the
Employer of Choice for its employees in the market’, and ‘to develop
Environment processes which sustain a happy, positively engaged and socially
Your Company remains committed and focussed towards minimising sensitive workforce.’
environmental impact of its operations and continues to adopt
During the year under review, strong emphasis remained on
sustainable practices to improve its environmental performance.
developing know-how to take constructive and effective manpower
In line with the Group values, compassion for environment under
related decisions. Numerous initiatives were carried out, aimed at
our strategic business pillar of ‘Responsible Corporate Citizenship’
capability building in domains such as digitisation, analytics and
is deeply integrated with your Company’s vision. Your Company’s
knowledge management to name a few. Your Company continued
ISO 14001, ISO 27001 and OHSAS 18001 certified manufacturing
to prepare the leadership pipeline through campus recruitments
plant at Kharagpur continues its journey of operational excellence
and pre-placement offers to candidates from premier institutes,
coupled with resource and energy efficiency, along with recovery,
identifying high potential resources, and mapping the succession
reuse and recycling of waste, helps run a sustainable business model.
planning in the Management. As an equal opportunity employer,
A comprehensive air pollution study is being carried out in the plant
initiatives continued to recruit from socially disadvantageous sections
through a reputed environmental engineering and research agency
which demonstrates the Company's commitment towards Affirmative
for further improving the air quality in and around the work place.
Action and diversity. Further, the talent acquisition and retention
The Company was awarded the ‘Noteworthy Water Efficient Unit’ at
process encompasses employees across various cultures, industries,
the 4th Water Innovation Summit 2018 (Economic Growth & Human
geographies and experience.
Development in context of Water Scarcity) & National Awards for
Excellence in Water Management. Your Company continues to invest in various avenues to enhance
competence through training, e-learning and development on one
Customer Relationship hand and lateral movements across functions and divisions on the
other, which translated into higher engagement and exposure to
Your Company continues to leverage on the unique needs of its
new opportunities.
customers and offer unique offerings. The Company’s focus remains
on “Customer Centricity” to become “The Supplier of Choice” The Company has enjoyed cordial relations with its employees
through well-structured marketing and sales initiatives. Internalising and unions at its factory and offices and received support in
customers’ needs, ensuring optimum customer segmentation, implementation of reforms that impact safety, quality, cost
and developing a framework of regular feedback through various efficiency and productivity improvements across all functions.
mechanisms helps deliver on 3-D customer promise i.e. – Develop However, during the year under review, there was 1 (one) incident
deep insight; Deliver outstanding products and services; and Delight of labour unrest which resulted in a day’s production loss; due
customers at all touch points. disclosures were appropriately disseminated. The concern(s) have
been duly addressed thereby helping reaffirm our trust of mutual
Your Company’s customised offerings, tailored to cater the specific
co-operation and progress.
needs of customers, create value propositions which improve
competitiveness in the businesses in which it operates. The Marketing Your Company also lays strong emphasis on employee engagement
and Sales team works closely with customers to obtain a holistic by deploying innovative practices that foster workforce engagement
view of the unique needs. Subsequently, the operations and logistics and satisfaction. Employee engagement and satisfaction results
teams aid customers with products and services with the objective of continue to show an improving trend. A Reward & Recognition
exceeding their expectations. A structured complaint management (R&R) portal and a digital Kudos Platform were implemented during
system, along with the implementation of a digital Customer the year. The R&R scheme to encourage safe behaviour continues
Relationship Management application helps capture and address to achieve its objectives. The highlight of the year was the formal
customer complaints real-time. Further, a detailed Go-to-Market roll out of a full-fledged digital HR portal covering the entire value
46
chain of HR from hire to retire. This will be of immense benefit in Corporate Governance
the years to come.
Your Company believes in transparent and ethical corporate
governance practices. The Company’s approach to Corporate
Particulars of Employees Governance cascades across its business operations and its
Disclosures pertaining to remuneration and other details as required stakeholders at large to create long term sustainable value.
under Section 197(12) of the Act read with Rule 5(1) of the Companies
Pursuant to Regulation 34(3) of the Listing Regulations, a separate
(Appointment and Remuneration of Managerial Personnel) Rules,
section on Corporate Governance and a Certificate regarding
2014 are annexed to this Report as Annexure B. In terms of the
compliance of conditions of Corporate Governance from a Practicing
provisions of Section 197(12) of the Act read with sub-rules (2) and
Company Secretary form part of this report as Annexure D.
(3) of Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement containing names
and other related particulars of prescribed employees is annexed and
Board and Committee Meetings
forms part of this report. The Board of Directors met 7 (seven) times during the year. The details
of the composition of the Board, its various Committees, meetings
Corporate Social Responsibility held and attendance of the Directors at such meetings are provided in
the Corporate Governance Report. The intervening gap between any
The Company is committed to improve the quality of life of the
2 (two) meetings was within the period prescribed under the Act and
communities in its focus areas through long-term value creation for
the Listing Regulations.
all its Stakeholders through its various Corporate Social Responsibility
(CSR) initiatives. This objective is also aligned with the core purpose of
the Tata Group.
Policy on Appointment and Remuneration of
Directors, Key Managerial Personnel and other
We remain focussed to improve the quality of life and engage with Employees
various communities through interventions in areas of health,
Your Company has a well-defined policy for appointment of
education, sanitation, infrastructure development etc. Your Company
Directors, Key Managerial Personnel (KMP) and other employees
carries out its CSR activities through ‘Sadbhavna Trust’. Brief outline of
including their remunerations. The Nomination and Remuneration
the Corporate Social Responsibility (CSR) policy of the Company and
Committee (NRC) functions in consultation with the Board and
details on various focus areas of interventions are part of the Annual
follows the guidelines of this policy in letter and spirit while
Report on CSR activities annexed to this report as Annexure C. The
selecting candidate(s) for appointment of Director(s) and/ or
Policy adopted by the Company can be viewed at www.tatametaliks.
KMP(s). The NRC recommends to the Board suitable candidates,
com/static-files/pdf/sustainability/Corporate-Social-Responsibility-
based on their qualifications, positive attributes and experiences
Accountability-Policy.pdf. For other details regarding CSR Committee,
for Board Membership. The salient features of the Policy includes
please refer to the Corporate Governance Report, which is a part of
criteria and terms and conditions for identification of persons who
this report.
are qualified to become Directors including their qualifications,
A unique initiative which the Company took up this year was positive attributes and independence and who may be appointed
extending the CSR activities to a new stakeholder, the workers of the as the Senior Management of the Company. The policy also
foundry customers, where the Company conducted health camps includes the Board Diversity Policy, and the Criteria for determining
throughout the year. During the year under review, a sum of `353.56 independence of Directors. The Policy is available on our website at
lakh was spent on CSR and Affirmative Action initiatives against www.tatametaliks.com/static-files/pdf/policies/TML-NRC-policy.pdf.
the minimum statutory requirement of `345.86 lakh under the Act.
The Annual Report on CSR activities, in terms of Section 135 of the Act Familiarisation Programme for Independent
and the Rules framed thereunder is also annexed herewith. Directors
The CSR efforts of the Company were recognised through the award In compliance with the provisions of the Listing Regulations, your
on ‘Excellence in Corporate Social Responsibility in 2018’ by the CII-ITC Company facilitates various programmes / awareness sessions to
Centre for Excellence for Sustainable Development. Further, the familiarise Independent Directors with respect to the nature of
Company proudly reports that Ms Dilith Castleton, Head – Corporate the industry in which the Company operates, business model of
Social Responsibility, was felicitated with the prestigious 2018 World the Company, the roles, rights and responsibilities of Independent
Business Council for Sustainable Development (WBCSD) Leading Directors etc. During the year, as part of this programme, Independent
Women Award for her contribution towards positively impacting Directors visited the manufacturing unit in Kharagpur. They not only
the lives of people across Jharkhand, Odisha and West Bengal over interacted with the Senior Management in the plant, but also visited
the last 35 years. the shop floors of both the divisions to review the various safety,
kaizen, and other initiatives being implemented. They also visited 5
(five) nearby villages to get a first hand assessment of the Company’s
47
CSR activities and its impact on the community. Details of the Independent Directors’ Declaration
familiarisation programmes for Independent Directors are provided in
The Company has received the necessary declarations from each
the Corporate Governance Report, annexed herewith, and the policy
Independent Director in accordance with Section 149(7) of the
as adopted by the Company is also available on our website at www.
Act, read with Regulations 16 and 25(8) of the Listing Regulations,
tatametaliks.com/static-files/pdf/policies/policy-prog-Director.pdf.
stating that he/she meets the criteria of independence as laid out in
Section 149(6) of the Act and Regulations 16(1) (b) and 25(8) of the
Board Evaluation Listing Regulations.
During the year under review, the evaluation process was carried
out for the Board, its various Committees and individual Directors. Directors
The evaluation process sought feedback on parameters, which
Re-appointment
include discharge of respective responsibilities, timeliness of flow
In compliance with the provisions of Section 152 of the Act read
of information along with its quality and quantity, independence of
with Article 110 of the Articles of Association of the Company
judgment and effectiveness of deliberations.
Mr. Sanjiv Paul (DIN: 00086974) and Ms. Samita Shah (DIN: 02350176)
In addition, the Chairman of the Board and the NRC together sought will retire by rotation at the ensuing AGM and and being eligible, seek
one-on-one feedback from all Directors. The feedback sessions were re-appointment.
conducted to obtain inputs on, inter-alia, the effectiveness of the
Based on the recommendations of the NRC and pursuant to the
Board and its various Committees.
performance evaluation of Mr. Krishnava Satyaki Dutt (DIN: 02792753)
Additionally, the evaluation process compared the evaluation reports and Dr. Pingali Venugopal (DIN: 05166520) as Members of the Board,
of earlier years and reviewed the areas where improvements have the Board proposed to re-appoint Mr. Krishnava Satyaki Dutt and
been made and the areas where further improvement is desired. Dr. Pingali Venugopal as Independent Directors of the Company, not
liable to retire by rotation, to hold office for a second term effective
The Independent Directors also had their meeting at our Plant
September 10, 2019 through September 09, 2024.
at Kharagpur on February 05, 2019 and reviewed, inter-alia, the
performance of the Non-Independent Directors and the Board as The Board recommends and seeks your support in confirming
a whole including the Chairman. The feedback of the Independent re-appointments of Mr. Paul, Ms. Shah, Mr. Dutt and Dr. Venugopal.
Directors was shared with the NRC. The profile and particulars of experience, attributes and skills that
qualify them for Board Membership are disclosed in the Notice
The evaluation process found the overall performance of the Board
convening the AGM.
satisfactory in working cohesively as a team and help guide the
Company to attain its growth vision. The Board also appreciated and
bestowed full confidence in the Chairman and the Management in
Key Managerial Personnel
guiding the Company through various challenges to be the best Mr. Sandeep Kumar, Managing Director, Mr. Subhra Sengupta, Chief
performer amongst the Tata Steel group companies. Financial Officer, and Mr. Sankar Bhattacharya, Chief – Corporate
Governance & Company Secretary are designated as Key Managerial
The NRC and subsequently the Board discussed the feedback
Personnel (KMP) of your Company. There was no change in the office
received. The Board decided to improve its performance in general
of KMPs during the year under review.
and in the specific focus areas.
The remuneration and other details of KMPs for FY 2018-19 are duly
Remuneration Policy for the Board and disclosed in Form MGT-9 forming part of this report.
other Employees
The policy on remuneration of the Directors, KMPs and other Audit Committee
employees was approved and adopted by the NRC and the Board
The Audit Committee is duly constituted as per the provisions of
on March 30, 2015. The said policy aims to ensure that the level
the Act, applicable Rules framed thereunder read with the Listing
and composition of remuneration for Directors, KMPs and other
Regulations. The primary objective of the Committee is monitoring
employees is sufficient and reasonable to attract, pool, retain and
and supervising the Management’s financial reporting process
motivate them. The remuneration involves a balance between
to ensure accurate and timely disclosures with highest levels of
fixed and variable pay reflecting short and long-term objectives
transparency, integrity and quality of financial reporting. During the
of the Company.
financial year, there has been no instance where the Board has not
During the year under review, there has been no change accepted any recommendation of the Committee.
in the Policy. The said policy is available on our website at
The Committee met 6 (six) times during the year. Details of terms of
www.tatametaliks.com/static-files/pdf/ policies/TML-NRC-policy.pdf.
reference of the Committee, number and dates of meetings held and
attendance of Members during the year are part of the Corporate
Governance Report.
48
Vigil Mechanism / Whistle Blower Policy approved by the Board, is available on the Company’s website at
www.tatametaliks.com/static-files/pdf/policies/rpt-policy.pdf
Your Company has a well-defined Vigil Mechanism policy in place to
provide a formal mechanism for all Directors, employees, business During the year under review, all RPTs were on Arm’s Length Price
associates and vendors of the Company to approach the Ethics basis and in the Ordinary Course of Business. The Company did not
Counsellor/ Chairman of the Audit Committee. The mechanism have any contracts or arrangements with related parties in terms of
can be availed to make protective disclosures about any unethical Section 188 (1) of the Act. Accordingly, particulars of contracts or
behaviour, actual or suspected fraud or violation of the Tata Code of arrangements with related parties referred to in Section 188(1) of the
Conduct (TCoC). Act along with the justification for entering into such contracts or
arrangements in Form AOC-2 does not form part of the report.
The Whistle Blower Policy is an extension of the TCoC which requires
every Director/ employee / business associate/ vendor to promptly There was no other material RPT entered into by the Company with
report to the Management any actual or possible violation of the TCoC Promoters, Directors, KMPs or other designated persons during
or any event which he or she becomes aware of, that could affect the FY 2018-19, except those reported in the financial statements.
business or reputation of the Company.
Approval of Members is being sought for 3 (three) material RPTs at
During the year under review, none of the Directors/ employees/ the ensuing AGM.
business associates/ vendors was denied access to the Ethics
None of the Directors or KMPs had any pecuniary relationships or
Counsellor/ Chairman of the Audit Committee. The said policy is
transactions with the Company during FY 2018-19.
available on the Company’s website at www.tatametaliks.com/
static-files/pdf/policies/whistleblower-policy.pdf .
Risk Management
Internal Control Systems Your Company has adequate risk management framework for
identifying, prioritising and mitigating risks which may impact
The Board of Directors of your Company is responsible for ensuring
attainment of short and long-term business goals of your Company.
that Internal Financial Controls (IFC) are laid down in the Company
The risk management framework, which is based on our holding
and that such controls are adequate and operating effectively.
Company’s risk management process, is aligned with strategic
The Company’s IFC framework is commensurate with its size, scale
planning, deployment and capital project evaluation process of
and complexity of operations. The framework has been designed to
the Company. The process aims to analyse internal and external
provide reasonable assurance with respect to recording and providing
environment and manage economic, financial, market, operational,
reliable financial and operational information, complying with
compliance and sustainability risks and capitalises opportunities
applicable laws, safeguarding assets from unauthorised use, executing
for business success. The development and implementation of risk
transactions with proper authorisation and ensuring compliances
management policy has been covered in the Management Discussion
with corporate policies. The controls, based on the prevailing business
and Analysis, which forms part of this report. During the year under
conditions and processes, have been tested during the year and there
review, an enterprise-wide systems assurance findings and action plan
was no reportable material weakness in the design or effectiveness.
monitoring on digital platform was also implemented for effective
The framework on IFC over Financial Reporting has been reviewed by
internal control.
the internal and external auditors.
The Company has key risk areas which may affect business mapped
The Audit Committee reviews the reports submitted by the Internal
and linked with operational objectives. These risks are periodically
Auditor in its meetings. The Audit Committee, whenever it deems fit,
revisited against their respective mitigation plans. The Board has a
engages in independent discussions with the external auditor and the
separate Risk Management Committee consisting of Directors and
Management to discuss the adequacy and effectiveness of internal
a management representative. The Committee meets at periodic
financial controls. The details of the IFC system and their adequacy are
intervals and monitors, evaluates and strengthens the effectiveness of
included in the Management Discussion and Analysis.
risk management framework of the Company.
Related Party Transactions Directors’ Responsibility Statement
In compliance with the provisions of the Act and the Listing Based on the framework of IFC established and maintained, work
Regulations, each Related Party Transaction (RPT) is placed performed by the internal, statutory, cost and secretarial auditors and
before the Audit Committee for prior approval/ noting. A prior the external agencies including audit of internal financial controls
omnibus approval of the Audit Committee is obtained on a yearly over financial reporting by the statutory auditors and the reviews
basis for the transactions which are foreseen and repetitive in performed by Management and the Audit Committee, the Board is
nature. The transactions pursuant to the omnibus approval so of the opinion that the Company’s internal financial controls were
granted, is subject to audit and a detailed quarterly statement adequate and effective during FY 2018-19.
of all RPTs is placed before the Audit Committee for its review.
Accordingly, pursuant to the provisions of Section 134(3)(c) read with
The quarterly statement is supported by a Certificate duly
Section 134(5) of the Act, the Board of Directors, to the best of its
signed by the Chief Financial Officer. The policy on RPTs, as
knowledge and ability, confirm that:
49
a) in the preparation of the annual accounts, the applicable Cost Auditors
accounting standards have been followed along with proper Pursuant to the provisions of Section 148 of the Act and the
explanation relating to material departures; Companies (Cost Records and Audit) Rules, 2014, your Company is
required to have its cost records audited by a Cost Accountant in
b) the Directors have selected such accounting policies and applied
practice. Cost records are made and maintained by the Company
them consistently and made judgments and estimates that are
as required under Section 148(1) of the Act. The Board of Directors,
reasonable and prudent so as to give a true and fair view of the
upon the recommendation of the Audit Committee, has approved
state of affairs of the Company at the end of the financial year
the appointment of M/s. Shome & Banerjee, Cost Accountants (Firm
and of the profit of the Company for that period;
Registration No: 000001) as the Cost Auditors of the Company for the
c) the Directors have taken proper and sufficient care for the Financial Year ending March 31, 2020. Pursuant to Section 148 of the
maintenance of adequate accounting records in accordance Act, read with Rule 14(a)(ii) of Companies (Audit and Auditors) Rules,
with the provisions of this Act for safeguarding the assets of the 2014, ratification of the remuneration of Cost Auditors is being sought
Company and for preventing and detecting fraud and other from the Members of the Company at the ensuing AGM. The details of
irregularities; the same are provided in the Notice convening the AGM.
d) the Directors have prepared the annual accounts on a Auditors’ qualification
going concern basis; There are no qualifications in the reports of the Statutory Auditors,
Secretarial Auditor and Cost Auditors respectively.
e) the Directors have laid down internal financial controls in the
Company and that such internal financial controls are adequate
and were operating effectively; and
Reporting of Fraud
The Auditors of the Company have not reported any fraud as specified
f ) the Directors have devised proper systems to ensure compliance
under Section 143(12) of the Act.
with the provisions of all applicable laws and that such systems
were adequate and operating effectively.
Extract of Annual Return
Auditors As per the requirements of Section 92(3) and 134(3)(a) of the Act
and Rules framed thereunder, the extract of the annual return
Statutory Auditors
for FY 2018-19 is given in Annexure F in the prescribed Form No.
Messrs Price Waterhouse & Co Chartered Accountants LLP, Chartered
MGT-9 which forms part of this Report. The same is available on our
Accountants (ICAI Registration No.304026E/E300009), were appointed
website: www.tatametaliks.com/investors/other-disclosures.aspx
as the Statutory Auditors of the Company at the 27th AGM of the
Company. The appointment was for a term of 5 (five) consecutive
years from the conclusion of 27th AGM till the conclusion of 32nd Disclosure as per Sexual Harassment of Women
AGM of the Company, subject to ratification of their appointment by at Workplace (Prevention, Prohibition and
Members at every AGM, if so required under the Act. Redressal) Act, 2013
The requirement to place the matter relating to appointment of Your Company has zero tolerance towards sexual harassment at
auditors for ratification by Members at every AGM has been done workplace. It has a well-defined policy in compliance with the
away by the Companies (Amendment) Act, 2017 with effect from requirements of The Sexual Harassment of Women at Workplace
May 07, 2018. Accordingly, no resolution is being proposed for (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
ratification of appointment of statutory auditors at the ensuing framed thereunder. An Internal Committee (IC) is in place to redress
AGM and a note in respect of same has been included in the complaints received regarding sexual harassment. All employees
Notice for this AGM. (permanent, contractual, temporary, trainees, etc.) are covered under
this Policy. The Company has not received any complaint of sexual
Secretarial Auditor
harassment during FY 2018-19.
In compliance with the provisions of Section 204 of the Act and
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors, upon the
Significant and Material Orders passed by the
recommendation of the Audit Committee, had approved the
Regulators or Courts
appointment of Mr. P. V. Subramanian, Company Secretary in There has been no significant and material order(s), passed by any
Whole-time-Practice [C.P. No. 2077 (ACS-4585)], as the Secretarial Regulator(s) or Court(s) or Tribunal(s), impacting the going concern
Auditor of the Company for the Financial Year ending March 31, 2019. status of the Company’s operations. However, Members’ attention is
The Secretarial Audit Report for the financial year ended March 31, drawn to the statement on contingent liabilities and commitments in
2019, in Form MR-3, forms an integral part of this report and is the notes to the Financial Statements.
annexed herewith as Annexure E.
50
No material changes and commitments have occurred after the →→ Issue of shares to the employees of the Company under any scheme
close of the financial year till the date of this Report which affects the (sweat equity or stock options)
financial position of the Company for the reporting period.
→→ The Company does not have any scheme or provision of money for
the purchase of its own shares by employees or by trustees for the
Particulars of Loans, Guarantees or Investments benefit of employees;
Your Company did not provide any loan, directly or indirectly, to any
→→ There was no revision in the financial statements other than as
person or to other body corporate, nor did it give any guarantee
required to be done as per Ind AS; and
or provide any security in connection with a loan to any other
body corporate or person during the financial year under review. →→ There was no change in the nature of business.
The Company has certain long term non-current investments, as
detailed in the ‘Notes to the Financial Statements’, and all such Acknowledgements
investments are in compliance with Section 186 of the Act.
Your Directors take this opportunity to thank all its Stakeholders, i.e.
members, customers, vendors, dealers, investors, business associates
Deposits and bankers, for their continued support during the year. They place
Your Company has not accepted any fixed deposits nor does the on record their deep sense of appreciation for the contribution
Company have any outstanding deposits under Section 73 of the Act, made by Senior Leadership team and employees at all levels across
read with the Companies (Acceptance of Deposit) Rules, 2014 as on the organisation. The resilience to meet and successfully overcome
the date of the Balance Sheet. several challenges was possible due to their hard work, solidarity,
co-operation and support.
Energy Conservation, Technology Absorption and Your Directors also express their gratitude towards various
Foreign Exchange Earnings & Outgo Governments and regulatory authorities for their continued support
Details of energy conservation, technology absorption and foreign and look forward to their guidance in the future.
exchange earnings and outgo are annexed herewith as Annexure G.
On behalf of the Board of Directors
Awards and Accolades Sd/-
Koushik Chatterjee
In addition to the awards mentioned above in areas of CSR and Place: Kolkata Chairman
Environment, your Directors are happy to report that during the Date: April 15, 2019 DIN: 00004989
year under review, your Company was conferred the ‘Certificate of
Forward-looking Statement: Statement in the Directors’ Report and
Recognition’ by the Institute of Company Secretaries of India (ICSI) for
Management Discussion & Analysis Report describing the Company’s
adopting and promoting exemplary corporate governance practices. expectations may be forward-looking within the meaning of applicable
Other Disclosures securities laws and regulations. Actual results may vary materially from
those expressed in the statement. Important factors that could influence
The Company has adequate systems and processes in place to ensure the Company’s operation include global and domestic demand and supply
compliance with all applicable Secretarial Standards issued by The conditions affecting selling prices, new capacity additions, availability of
Institute of Company Secretaries of India. critical materials and their costs, changes in government policies and tax
laws, economic development of the country and such other factors which are
No disclosure or reporting is made in respect of the following items as material to the business of the Company.
there were no transactions or change during the year under review:
The Company assumes no responsibility to publicly amend, modify or revise
→→ Details relating to deposits covered under Chapter V of the Act;
any forward looking statements on the basis of any subsequent developments,
→→ Issue of equity shares with differential rights as to dividend, information or events.
voting or otherwise;
51
Annexure A
MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A. Industry Structure and Development The pressure eased marginally during the latter part of the fiscal
year, closing at ~US$ 353/t CFR. Price of input coking coal from
Global crude steel production reached 1.8 billion tonnes in 2018
Australia was also volatile starting the financial year with a low of
up by ~5% over 2017. Crude steel production increased in all
US$ 189/t FOB in April 2018, going up to levels of US$ 228/t and
regions in 2018 except for EU. China remained world’s largest
closing at US$ 213/t in March 2019. To manage this volatility, the
crude steel producer in 2018 [928 million tonnes (Mt)] followed
Company continues to enter into Long Term sourcing contracts
by India (106 Mt), Japan (104 Mt) and the USA (87 Mt). World Steel
with its parent, Tata Steel Limited. This strategy, along with our
Association (“WSA/ worldsteel”) projected Indian steel demand
captive coke production (80% covered through captive source
to grow by 7.3% in 2019 while internationally steel demand
and long-term contract) helped offsetting the impact of coke
has been projected to grow by only 1.4% in 2019. However, the
price fluctuations on cost to some extent.
global economy is also facing a convergence of risks, with the
potential to disrupt economic activity significantly. These risks The prices for international iron ore fines also continued to
include an escalation of trade policy disputes, tightening of remain volatile during FY 2018-19. The price ranged between
global liquidity, and intensifying climate risks. `1680/t and `1200/t. In the domestic market, iron ore prices
remained at `3500/t levels, moving up to `4100/t during Q3,
The Indian economy started FY 2018-19 with a healthy growth in
before easing out to around `3050/t levels in Q4.
the first quarter on the back of domestic resilience. Growth eased
in the subsequent quarters due to slowing global growth Pig iron prices moved up during FY 2018-19 especially in the last
prospects, expectations of tightening of monetary policy in quarter which mitigated the impact of coal/ coke price increase
advanced economies, externalities from trade disputes, and to a large extent. Foundry grade PI market remained buoyant
investment rerouting. The Indian rupee has suffered some almost throughout the year due to robust demand coupled with
volatility in trading on the back of crude price fluctuations and steady supply from the regular manufacturers in the country.
some volatility in investment flows.
Volatility in the DI pipe prices is inherently much lower compared
The Indian steel industry, on the path of consolidation and to PI. This is because DI pipes is a value-added product and
recovery, is amongst the bright spots for the world’s steel contracts are typically executed over several months, unlike PI
industry. India’s crude steel production increased ~5% to which is an intermediate product and can be categorised as a
106.5 Mt in 2018 from 101.4 Mt in 2017 [During April - commodity. During the year, the price of DI pipe moved in a
January 2018-19 (prov.), crude steel production was 88.237 Mt, narrow band and dropped marginally mainly due to raw material
a growth of 3.7% over same period of last year]. The growth in and market volatilities.
steel production is supported by a fast-growing steel demand.
India, as a major Pig Iron (PI) manufacturer and exporter in the
B. Opportunities and Threats
world, registered a marginal dip in PI output during FY 2018-19. Foundry grade PI, a major product of the Company, is primarily
Domestic realisations in the PI business remained more attractive used for manufacturing a variety of grey iron and ductile iron
largely throughout the year, though PI exports were a meagre castings by foundries for a host of industries like automotive,
0.22 Mt. The Ductile Iron (DI) pipe industry also clocked higher agriculture, pump, valve, compressor, railways, defence,
volumes and prices; although some orders were delayed. wind mills, heavy machinery etc. Besides this, the Company
The Government’s focussed investments in infrastructure and also manufactures basic grade PI in small quantities which is
construction sectors led by the “Make in India” initiative and the consumed by secondary steel makers. Both these industries -
recovery of the Steel industry, continues to drive demand. casting as well as steel, are expected to grow at good pace in the
coming financial year, driven by Government of India initiatives
The medium to long term outlook in the DI pipe business is also
and positive industrial growth.
encouraging with major water, sanitation & irrigation projects
in various States being finalised and awarded to contracting The foundry grade PI market is diversified in nature with some
companies coupled with the Government’s focus on projects like manufacturers applying stringent technical specifications and
“AMRUT” (Atal Mission for Rejuvenation & Urban Transformation) customisation for various applications. Thus, the foundry grade PI
and Lift irrigation projects. market provides an opportunity for a wide variety of customised
grade options like standard foundry grade, high silicon grade,
Coke, a key raw material for production of both PI and DI pipes,
high phosphorous grade, low phosphorous grade and ductile
continued to experience volatility in prices throughout the year
iron grade. This also offers an opportunity to create value for
impacting our input costs adversely. International coke prices
customers by providing differentiated products and services.
declined for a short period from US$ 370/t CFR in March 2018 to
With growth in engineering, railways and defence sectors, the
a level of US$ 340/t in April 2018. The prices rallied to increase
foundry industry is also expected to grow at a fast pace in India.
continuously thereafter hitting US$ 404/t CFR in November 2018.
52
During FY 2018-19, full availability of the blast furnaces coupled ~14% increase over 2017-18. The encouraging performance
with utilisation of various cost optimisation initiatives helped on the top line was primarily due to ~13% higher sales of DI
higher production and sales of PI in our focussed markets. pipes. The impact of higher sales volume and several cost
Raw material cost challenges were judiciously managed to optimisation initiatives cascaded down to the Company’s bottom
optimise overall margins. The next year’s focus would be to line. The Company registered a profit after tax of `182 crore in
increase direct sales to customers, rationalise distribution 2018-19, ~14% increase over previous year.
channels and improve market share in eastern India considering
Details of significant changes (i.e. change of 25% or more
freight advantage for the Company.
as compared to the immediately previous financial year)
The demand for DI pipe is expected to grow with the in key financial ratios, along with detailed explanations are
Government’s continued focus on water, sanitation and irrigation provided hereunder:
schemes in various states and with the development of smart
Key financial ratios
cities. While global growth is expected to be around ~3% in Sl.
with significant Change % Reason
the sector next year, Indian demand growth is expected to No.
change y-o-y
perform better. 1. Inventory reduced Due to higher raw material inventory
Threats to continuing growth arises from the fact that the Turnover Ratio by 28%
Indian economy cannot remain isolated from the global 2. Current Ratio reduced Due to increase in creditors for
changes, especially actions by countries like US and China. by 31% supplies and services
Growing protectionist measures and geopolitical tensions can 3. Debt Equity reduced Due to issue of Equity Shares and
adversely impact the world economy including India. Ratio by 96% Convertible Warrants to Tata Steel.
Amount received from Tata Steel was
Global slowdown in the steel industry may lead to lower exports `235.62 crore and was utilised for
of PI and therefore result in surplus availability in the domestic repayment of borrowings
market. Further, with expansion of large integrated steel plants, 4. Return on reduced Due to capital infusion - issue of Equity
there could be a mismatch between iron making and steel Net Worth by 43% Shares and Convertible Warrants to Tata
making capacities especially during the commissioning and Steel amounting to `235.62 crore.
ramp-up period resulting in surplus of PI. Activation of these
factors may put pressure on the PI prices and impact margins. D. Outlook
Similarly, global coal/ coke prices have shown increased volatility
India’s steel demand is on an increasing trend and in 2019
in the last three years and are still vulnerable to changes driven
worldsteel expects that it will surpass the demand of United
by the Chinese steel industry or supply conditions in Australia.
States, driven by Government focus on investment and
However, some part of the threat of high cost of coke has been
infrastructure programmes.
mitigated by the coke plant on BOOT (Build Own Operate
Transfer) basis and the Long-term agreement on procuring The outlook for both businesses i.e. PI and DI pipes, is expected to
coke in FY 2017-18. These strategic decisions have helped the be challenging in FY 2019-20. The demand for DI Pipes in Q1 FY
Company to optimise raw material costs. 2019-20 is likely to be muted owing to seasonal factors combined
with the national and state elections. The overall outlook for PI
DI pipes business is substantially dependent on infrastructure
market in FY 2019-20 may not be very encouraging due to slow
development projects undertaken by Government entities or
down in automobile sector and oversupply in domestic market
agencies. Delays in finalising, implementation or funding of
due to sluggish global PI market. However, price pressure on PI
such projects due to policy changes, insufficiency of funds or
may see some relief on account of expected softening of raw
lack of political will may adversely impact the Company’s ability
material prices. Further, positive outlook and support in terms of
to successfully bid and obtain contracts for DI pipes. This in
improved hot metal and DI pipe production at competitive costs
turn may have an adverse impact on profitability and results
is expected to create value for the stakeholders at large.
of operations. Further, the imposition of anti-dumping duty on
Indian DI pipes in European Union is dampening the export
prospects in Europe.
E. Risk and Concerns
There is an effective Enterprise Risk Management (ERM) process
C. Operational and Financial Performance in the organisation which has been maturing over the years.
The ERM process involves periodic identification of risks which
Hot metal production in FY 2018-19 was 5.18 lakh tonnes (Lt),
may likely affect the business adversely, rating the risks on their
an increase of ~4% over FY 2017-18. The higher production
impact and likelihood, preparation of risk heat map, identification
was attributable to the full availability of the blast furnaces
of early warning indicators, estimation of risk velocity,
throughout the year and the benefit of upgraded technology
implementation of risk mitigation plans by the risk owners
including numerous cost optimisation initiatives. Finished DI pipe
and continuous monitoring of the mitigation plans by the Risk
production was 2.34 Lt, an increase of ~12% over FY 2017-18.
Management Committee of the Board and the Management.
This was due to availability of higher capacity throughout the
Risks are being identified in the areas of sales, supply chain,
year, improved operating efficiencies and favourable size mix.
finance, regulatory approvals, operations, safety, projects &
The Company recorded a turnover of `2,155 crore in FY 2018-19,
53
industrial relations and mitigation strategies and plans have been reviewed. Audit Committee meets periodically to review audit
accordingly developed to manage and mitigate the likelihood issues and follow up on implementation of corrective actions.
and impact of such risks.
Further, Internal Financial Control (IFC) requirements have
Increased supply of steel grade PI in the domestic market been implemented as per Companies Act, 2013 where policies
coupled with slowdown in export market may impact the and procedures have been adopted for ensuring orderly and
domestic foundry grade PI industry. As far as the Company is efficient conduct of its business, including adherence to policies,
concerned, high quantity of PI will need to be sold in 2019-20 safeguarding of assets, prevention and detection of frauds and
like previous years, which may put pressure on the sales margins. errors, accuracy and completeness of accounting records and
Further, the immediate increase in demand for iron castings may timely preparation of reliable financial information.
be visible only in automobile sector which is witnessing a robust
Audit Committee also seeks views of the statutory auditors on
growth. Growth in the other sectors largely depends on the
the adequacy of internal control systems. In compliance with
economic environment of the country as well as on investments
Section 143(3)(i) of the Act, the Statutory Auditors have issued
proposed by the Government. Fluctuating coal and coke prices
an unmodified report on the Internal Financial Controls over
and anti-dumping duty on Chinese coke may put pressure on
Financial Reporting which forms a part of the Independent
the PI manufacturers if the entire rise in input costs is not passed
Auditors’ Report also forming part of this Report.
on to consumers. In order to keep pace with the changing
environment, marketing and sales strategy is continuously
evaluated and alterations are made in sales plan in terms of
G. Human Resources and Industrial Relations
products/ grades to be manufactured and markets to be served. The Company believes in employing a set of capable, competent
Coke sourcing strategy is regularly evaluated and reviewed. and engaged workforce for conducting its business effectively
Strategies are also being put in place to secure long-term and efficiently. The Company is also focussed on cordial
iron ore linkages. industrial relations which are also vital for business success.
Human Resource and Industrial Relations department have
The DI Pipe business may face demand side difficulties if the
adopted systems and policies for recruitment, performance
proposed water, sanitation and irrigation infrastructure projects
management, learning and development, and employee
proposed by the Government do not materialise in time.
engagement which support the Company’s long-term strategies.
Foreign currency exposure from import of coking coal/ The Company strives to develop an open work culture that would
capital equipment is managed by taking appropriate actions help the organisation to perform with agility and creativity.
like forward cover etc. to mitigate the risks as per foreign Employee strength as on March 31, 2019 was 1221.
exchange policy of the Company and the applicable regulatory
Except for one incident which resulted in production loss,
framework. For more details, please refer the notes to the
Company and the Workers’ Unions have continued to maintain
financial statements.
healthy and cordial industrial relations. The matter has been
duly addressed. The Company and the Workers’ Unions continue
F. Internal Control Systems and their Adequacy to partner each other in implementing policies and achieving
The Company’s internal control systems & policies are stretched operational targets, year on year.
commensurate with the size and nature of operations to
provide assurance that all assets are safeguarded, transactions H. Corporate Social Responsibility, Affirmative
are authorised, recorded and reported properly following all Action and Tata Code of Conduct
applicable statutes, Generally Accepted Accounting Principles,
The sustainability efforts of the Company are focussed on
Tata Code of Conduct and other corporate policies.
safety, business operations, process management, business
The Audit Committee of the Board comprises of members, results, climate change, carbon footprint reduction, energy
majority of whom, including the Chairman are Independent and water management, community development, customer
Directors. Audit charter acts as the guiding document for the promise and engagement, governance and compliance, human
committee. The Systems Assurance Department, headed by the capital and innovation. The Company contributes actively in
Internal Auditor, conducts regular audits in various functional the development of its community near its manufacturing
areas as per an audit plan approved by the Audit Committee. unit at Kharagpur directly, as well as through employee
Audit planning and executions are oriented towards assessing volunteerism as a part of its Corporate Social Responsibility
the state of internal controls, making them stronger and initiatives in the areas of education, training, healthcare,
addressing the risks in various functional areas. The internal essential amenities and self-employment. Support is also
auditor reports to the Audit Committee its findings and provided to the under-privileged sections of the society through
observations, and rating of internal controls status for each area structured Affirmative Action programmes covering employees
54
and vendors in the areas of 5Es – Education, Employability, I. Statutory Compliance

Employment, Entrepreneurship and Essential Amenities. The Skill
The Managing Director, after obtaining confirmation from all
Development Centre at ITI Midnapore continues to provide
the departments of the Company, makes a periodic declaration
vocational training to ~800 – 1200 youths every year from the
regarding the compliance with the provisions of various statutes,
local community, primarily the socially under-privileged sections
applicable to the Company.
in trades like electrician, plumbing, beautician, housekeeping,
security guard, two-wheeler repairing and mobile repairing for The Company Secretary, being the Compliance Officer, ensures
gainful employment. compliance with the relevant provisions of the Companies Act,
2013 and Listing Regulations.
Details of CSR interventions form part of this Report.
The Company and its employees adhere to the Tata Code of
Conduct in all their transactions.
Sources: WorldSteel reports, IBEF Reports and Team analysis.
55
Annexure B
Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
1) Ratio of the remuneration of each Director/ KMP to the median remuneration of all employees of the Company for the financial year:
Median remuneration of all employees of the Company for FY 2018-19. `5,02,978

The percentage increase in median remuneration of employees in the Financial Year 17.74%
The number of permanent employees on rolls of Company as on March 31, 2019 1221
Note: The ratio of remuneration to median remuneration is based on remuneration paid during the period from April 01, 2018 to

March 31, 2019.
Ratio of remuneration to % increase in

Name of Directors median remuneration of remuneration in the
all employees Financial Year 2018-19
Non- Executive Directors
Mr. Koushik Chatterjee - N.A.
Ms. Samita Shah - N.A.
Mr. Sanjiv Paul - N.A.
Independent Directors
Mr. Krishnava Satyaki Dutt 2.38 (14%)
Dr. Pingali Venugopal 3.34 (5%)
Mr. Amit Ghosh 2.15 6%
Dr. Rupali Basu 1.68 6%
Executive Director
Mr. Sandeep Kumar 26.88 14%
Notes:
The Commission to Independent Directors was recommended by the Nomination and Remuneration Committee on April 15, 2019, subject
to approval of the Members at the ensuing AGM to be held on August 27, 2019.
2) Average percentage increase in salary of the Company’s employees was 17.74%. The total managerial remuneration for the Financial Year
2018-19 was `1,71,70,774 as against `1,56,45,602/- during the previous year.
3) Remuneration is as per the remuneration policy of the Company.

Sd/-
Koushik Chatterjee
Place: Kolkata Chairman
Date: April 15, 2019 DIN: 00004989
56
I nformation as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
Top 10 employees in terms of remuneration drawn during the year
Sl. Name Designation Remuneration Nature of Qualification, Date of Previous employment Percentage of
(` in crore) employment experience and age commencement and designation equity shares
of employment held by the
employee
1 Mr. Sandeep Managing 1.35 Contractual Mining Engineer from ISM, July 01, 2017 EIC of Industrial By- 0.00%
Kumar Director Dhanbad, Post Graduate Products Management
from IIFT; Exp.: 26 years; Division Profit
Age: 51 years Centre of Tata Steel
2 Mr. Sharad EVP (Marketing 1.36 Permanent B.Tech, Mech. Eng.; February 01, TRL Krosaki Limited, 0.00%
Sharma * & Sales) Exp.: 31 years, 2017 EVP (Sales & Marketing,
Age: 53 years ICT)
3 Mr. Rajesh EVP (Strategy & 1.06 Permanent B. Tech, MBA; November 01, Tata Metaliks DI Pipes 0.00%
Mishra Corporate Services) Exp.: 34 years; 2012 Ltd, Managing Director
Age: 55 years
4 Mr. Subhra Chief Financial 0.75 Permanent CA, Exec. Diploma in June 06, Tata Technologies 0.00%
Sengupta Officer Management; Exp.: 24 2008 Limited; Manager -
years; Age: 49 years Enterprise solution
5 Mr. Debasish VP (Operations), 0.74 Permanent BE (Mechanical); November 11, DLF Power Limited; 0.00%
Mishra PI Division Exp.: 34 years; 1999 Manager - Plant
Age: 58 years
6 Dr. Ratna Sinha VP (HRM) 0.65 Permanent MBA, PhD (FPM); July 01, Tata Steel Limited; 0.00%
Exp.: 29 years; 2013 Head - Management
Age: 58 years Development
7 Mr. Sakti Sankar GM (Coke & SHE) 0.63 Permanent M.Tech (Metallurgy) June 01, Tata Steel Limited, 0.00%
Bandopadhyay from NIT, JSR; 2016 Head Technical
Exp.: 34 years; Services, Coke Oven
Age: 54 years
8 Mr. Soumyajyoti VP (Operations) 0.62 Permanent Metallurgical Engineer, October 24, Tata Consulting 0.00%
Sarkar – DI Division Business Management 2017 Engineers Ltd., Head of
Graduate from XIM, Delivery - Steel, Metals
Bhubaneswar, & Mining Business Unit
Exp.: 28 years;
Age: 52 years
9 Mr. N. V. VP (Projects) 0.61 Permanent B.Tech (Electrical), MBA; February 02, Lanco Industries 0.00%
Ramanathan Exp.: 32 years; 2006 Limited; AGM - Projects
Age: 56 years
10 Mr. Daniel GM (Iron Making) 0.57 Permanent B. Tech (Metallurgy); May 02, Sona Alloys Limited; 0.00%
Kumar Exp.: 34 years; 2015 VP (Operations)
Age: 56 years
Note: None of the above employees is a relative of any Director or Manager of the Company.
* On deputation from Tata Steel Limited.
The stated remuneration includes deputation charges. The ranking is based on net of deputation charges.

Sd/-
Koushik Chatterjee
Date: April 15, 2019 DIN: 00004989
57
Annexure C
REPORT ON CSR ACTIVITIES DURING FY 2018-19

[Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014]
1. A brief outline of the Company’s CSR policy

Our philosophy does not rest on philanthropy alone; it also encompasses the community needs with the objective of improving their
quality of life.
Social Context
Your Company has been fulfilling its vision of "Reaching Tomorrow First" by committing itself even before the statute made CSR
a mandatory requirement in 2014 by implementing various CSR initiatives in 36 villages located within a radius of 5 kms. of plant in
No. 4 Kalaikunda Panchayat of Kharagpur, Block 1. 20,796 inhabitants of these villages with 54% SC / ST population form the “Core
Beneficiaries” of the various CSR & Affirmative Action (AA) interventions.
Based on the prevailing social and business challenges, the Company has focussed its CSR & AA interventions in the areas of (a) Education;
(b) Essential enablers (c) Employability; (d) Entrepreneurship; and (e) Empowerment.
Education
We believe in the truism that education is the ultimate leveler to change people’s life. Our interventions cover primary to graduate level
education. These include Learning Enhancement through School Library, Under 10 Football Coaching, Abhigyan – School Enrichment
Programme, Remedial coaching covering class 5 to 10, Tata Metaliks scholarship, Integrated Learning Enhancement project for differently
abled children, Health and Nutrition awareness programme for school going adolescents, Infrastructure Development in Schools, Career
Counseling, Teachers’ Training and strengthening of School Management Committees. In addition, through Adult Literacy Project we are
ensuring the functional literacy of illiterate adult women.
Essential Enablers
In FY 2018-19, drinking water projects has been implemented at Samraipur villages on “Community – Corporate” partnership model
wherein one time infrastructure including a deep boring along with solar powered pump and network of water pipeline with overhead
tanks is being provided by the Company. We also installed a water filtration system. In addition, 6 toilet blocks and 4 ladies' wash rooms
have been provided in Samraipur village.
Health
→→ TML conducted 10 Health Check up camps for its customers i.e. the foundries in Howrah and covered 1661 workers in various foundries.
→→ Through 12 Health camps in the villages covered under CSR, 1792 villagers have benefitted.
→→ TML also sponsored the operation cost of Ambulance Service in Kolkata to provide Trauma Care Services to the road accident victims.
The project is run by Eastern India Healthcare Foundation and in FY 2018-19 it has covered 2654 victims.
Employability
To develop skilled man power for the nation, marketable skills/ training is being extended to local youth, enabling a sustainable livelihood.
Such training programmes include the following initiatives:
kill Development Centre: Tata Metaliks Skill Development Centre, which was set up in 2016 in collaboration with Paschim Banga Society
S
of Skill Development (PBSSD) at ITI, Medinipur for imparting short-term (3 months) courses to youths, primarily from SC/ ST community in
trades of Electrician, Retail Sales, Beauty & Wellness, F&B Steward, Two-wheeler Repairing and Security, trains ~800-1,000 youths every year.
ursing Training for Girls: TML is sponsoring 3 years Nursing training for the girls from Dalit, Tribal and BPL communities in reputed
N
Nursing Schools. These trainees also received pre-admission coaching.
ITI Training for Youth: 2 years ITI training sponsored by TML covers 10 youths annually belonging to Dalit, Tribal and BPL communities.
PO coaching for Dalit & Tribal Youth: In partnership with Tata Consultancy Services, 44 youths were trained on BPO services.
B
Seven trainees secured jobs in TCS after completing the training.
Entrepreneurship
The following initiatives have been undertaken:-
AA Vendor Development: The spirit of positive discrimination towards developing entrepreneurs from AA community in
Company’s value chain.
58
TML - NABARD Livestock based livelihood project: With the aim to provide additional income to the BPL households from the AA

community, the project has provided goats to 200 SC/ ST households of five villages i.e. Amba, Ashapur, Kusumbag, Jhatibandh and
Maheshpur. Implemented in two phases, 100 beneficiaries were covered in FY 2017-18 and remaining 100 beneficiaries have been covered
in FY 2018-19.
Training of Self Help Groups (SHGs):
→→ 60 Women from six SHGs were imparted vocational training on tailoring and Bandhani Printing.
→→ 60 Women from six SHGs were imparted basic as well as advanced training on the SHG functioning.
→→ 14 AA vendors & youths were trained on the TML purchase procedure and accounts.
Empowerment:
articipation in “Samvaad” – A Tribal Conclave: 42 member team of “Kora” and “Lodha” Tribes from TML CSR operational villages along
P
with CSR team attended “Samvaad” 2018 – A national level tribal conclave, organised by Tata Steel at Jamshedpur. The tribes presented
their traditional cuisine, songs and dance during the programme.
Participation in Initiatives of Change – Leadership programme:
265 participants including youths, women and Jan Kalyan Samiti members from the villages participated in Initiatives of Change –
Leadership camps at Jamshedpur and Panchgani. The initiative aims at developing leadership through effective living by encouraging
every individual to find one’s unique contribution to the transformation needed in the world.
onsultation on the Script of Kora Tribe: In a first, a State level consultation on the Script of Kora Tribal language was organised by Tata
C
Metaliks. 100 participants from 9 districts of West Bengal attended the programme and witnessed the work done on the script for Kora
language by different individuals from the same community.
Employee Volunteerism:
Employees are encouraged to volunteer in CSR activities. In FY 2018-19, adding multiple round of participations, a total of 1553 employees
participated in various volunteering activities clocking in a total of 6528 volunteering hours.
The details of the CSR Policy enumerating the activities/ programmes proposed to be undertaken by the Company can be viewed at
www.tatametaliks.com/static-files/pdf/sustainability/Corporate-Social-Responsibility-Accountability-Policy.pdf
2. Composition of CSR Committee 1) Dr. Pingali Venugopal- Chairman

2) Mr. Sandeep Kumar – Member
3) Mr. Sanjiv Paul- Member
4) Ms. Samita Shah- Member
5) Dr. Rupali Basu – Member
3. Average net profit of the Company for last three financial years The average net profits during the preceding 3 (three) financial years
of the Company are as follows:-
(` lakh)
Particulars 2015-16 2016-17 2017-18
Net Profit u/s 198 14822.17 16006.63 21049.45
Average Net Profit for last 3 (three) years- `17292.75 lakh
4. Prescribed CSR Expenditure (2% of the amount as in item 3 above) 2% of average Net Profit- `345.86 lakh
5. Details of CSR spent during the financial year : As given below

i. Total amount to be spent for the financial year; `345.86 lakh, as per point 4 above. However, the internal budget for
CSR expenditure was `365.85 lakh
ii. Amount unspent, if any; Nil
iii. Manner in which the amount spent during the financial year As per Annexure attached
is detailed below
6. In case the Company has failed to spend the two per cent of the N.A
average net profit of the last three financial years or any part thereof,
the Company shall provide the reasons for not spending the amount in
its Board report
7. A responsibility statement of the CSR Committee that the Given below
implementation and monitoring of CSR Policy is in compliance with CSR
objectives and Policy of the Company.
59
Annexure: Manner in which the amount has been spent during the year
(1) (2) (3) (4) (5) (6) (7) (8)
Projects or programmes Amount spent on the
Sector in (1) Local area or other Amount outlay projects or programmes Cumulative
Amount spent: Direct or
Sl. which the (2) Specify the State and (budget) project Sub-heads: (1)Direct expenditure up
CSR project or activity identified through implementing
No. project is District where projects or programmes Expenditure on projects to the reporting
agency*
covered# or programmes was (` lakh) or programmes; (2) period
undertaken Overheads: ` lakh)
1 Providing Pre-matric coaching (ii) Local area – Kharagpur 04.00 04.41 04.41 Through Implementing
"Remedial Coaching" to District – Paschim Agency – Shiksha Diksha
children and youth Medinipur
State – West Bengal
2 Providing scholarship to (ii) -Do- 06.00 05.49 05.49 Direct – Sadbhavna Trust
meritorious students
3 Infrastructure development (ii) -Do- 14.00 11.32 11.32 Direct – Sadbhavna Trust
of Primary schools located in
nearby villages
4 Construction of washroom (ii) -Do- 25.00 21.83 21.83 Direct – Sadbhavna Trust
for Girls at Gokulpur
Bidhanchandra Vidya Bhavan
5 Providing football coaching to (vii) -Do- 15.00 13.30 13.30 Direct – Sadbhavna Trust
under-10 year old boys
6 Ensuring learning (ii) -Do- 15.50 14.98 14.98 Through Implementing
enhancement through Agency - New
setting up of School Library Alipore Prajaak
& Capacity Building of School Development Society
Management Committee
7 Project Abhigyan – a School (ii) -Do- 26.50 25.50 25.50 Through Implementing
Intervention Programme Agency – Guardian
aimed at life skill development Education
for rural school students & Service Pvt. Ltd.
Career Counseling
8 Integrated Learning (ii) -Do- 10.00 07.66 07.66 Through Implementing
Enhancement project Agency – Guardian
Education Service
Pvt. Ltd.
9 Training of Government (ii) -Do- 02.00 01.12 01.12 Through Implementing
Primary and High Schools Agency – World Vision
India, Shikhamitra
10 Adolescent Reproductive (ii) -Do- 02.00 01.98 01.98 Through Implementing
Health Awareness (Health Agency – Youth
& Nutrition Awareness Invest Foundation
programme for school-
going adolescents)
11 Adult literacy for women (ii) -Do- 06.00 04.83 04.83 Direct – Sadbhavna Trust
12 Providing potable drinking (i) -Do- 15.00 18.10 18.10 Direct – Sadbhavna Trust
water through deep bore well
13 Water filtration system (i) -Do- 08.00 05.20 05.20 Direct – Sadbhavna Trust
14 Construction of toilet blocks & (i) -Do- 30.00 30.75 30.75 Direct – Sadbhavna Trust
ladies’ wash room
15 Health check up camps for (i) -Do- 10.29 09.93 09.93 Direct – Sadbhavna Trust
villagers/ school students/
foundry workers
16 Ambulance service in Kolkata (i) Kolkata, West Bengal 25.00 25.00 25.00 Through implementing
Agency – Eastern India
Healthcare Foundation
60
(1) (2) (3) (4) (5) (6) (7) (8)

Projects or programmes Amount spent on the
Sector in (1) Local area or other Amount outlay projects or programmes Cumulative
Amount spent: Direct or
Sl. which the (2) Specify the State and (budget) project Sub-heads: (1)Direct expenditure up
CSR project or activity identified through implementing
No. project is District where projects or programmes Expenditure on projects to the reporting
agency*
covered# or programmes was (` lakh) or programmes; (2) period
undertaken Overheads: ` lakh)
17 Skill Development trainings - (ii) & (iii) -Do- 127.07 129.98 129.98 Through Implementing
Short term Skill Development Agency – Salt Lake
trades / Nursing / ITI/ BPO Institute of Engineering
and Management /
Seven Hills Nursing
School / St. Joseph’s
Nursing School,
Visakhapattanam /
Dibyo Bani Niketan /
Pratap Chandra ITC
run by Pratap Chandra
Sau Welfare Trust
18 TML NABARD (ii), (iii) -Do- 07.49 07.39 07.39 Through Implementing
Livelihood Model Project & (x) Agency – Saunta Gaunta
Foundation Block
Livestock Development
Officer, KGP Block 1
19 Training of Dalit & Tribal (ii) & (iii) -Do- 03.00 01.90 01.90 Through implementing
Vendors and Self Help Groups agency – Adhar
Mahila Sewa Sansthan
20 Participation in Samvaad – A (iii) -Do- 03.00 02.30 02.30 Through Implementing
Tribal Conclave Agency – Tata Steel Rural
Development Society
21 Effective Living and (iii) -Do- 06.00 05.25 05.25 Through Implementing
Leadership Training Agency – Initiatives
of Change (IofC)
22 Promotion of Tribal Language (iii) -Do- 01.00 0.96 0.96 Direct – Sadbhavna Trust
Through Implementing
Agency – Tribal
Culture Society
23 Celebration of Important Days (ii) & (iii) -Do- 03.00 03.47 03.47 Direct – Sadbhavna Trust
24 Cleanliness drives/ visit to (iii) -Do- 01.00 0.91 0.91 Direct – Sadbhavna Trust
destitute homes/ health
camps/ village rallies
Total CSR expenditure 365.85 353.56 353.56
# The sectors are as per Section 135 of the Act read with the revised Schedule VII thereunder.
Note :
1. The Company has contributed `348 lakh as against the CSR obligation of `345.86 lakh to the corpus of SADBHAVNA Trust for CSR activities as per General
Circular No. 21/2014 of MCA dated June 18, 2014 to comply with the provisions of Companies Act, 2013.
2. The above activities, as mentioned in above table, are undertaken by the Company through Registered Trust SADBHAVNA from balance available as on April
01, 2018 and out of contribution, as mentioned in point 1, towards corpus during current financial year 2018-19.
Affirmation: We, the undersigned, hereby affirm that the implementation and monitoring of various CSR projects and activities are in compliance with the

CSR Policy and objectives of the Company, as approved by the Board of Directors of the Company.
Sd/- Sd/-
Place : Kolkata Dr. Pingali Venugopal Sandeep Kumar
Date : April 15, 2019 Chairman, CSR Committee Managing Director
DIN: 05166520 DIN: 02139274
61
Annexure D
CORPORATE GOVERNANCE REPORT

[Pursuant to Part C of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]
Philosophy on Code of Governance Governance Guidelines’, in line with global best practices, strengthens
your Company’s philosophy on Corporate Governance.
Your Company continues to place strong emphasis on Corporate
Governance and follows it as an integral part of the business.
Corporate Governance involves a set of relationships to operate
Board of Directors
the Company on a foundation of sound business ethics to fulfil the The Board of Directors (Board) ensures that your Company’s
long term strategic goals of the stakeholders while maintaining philosophy on Corporate Governance is cascaded across every aspect
due compliance with all legal and regulatory requirements. of both the businesses in which your Company operates. The Board,
Your Company's philosophy on Corporate Governance extends across comprising of eminent professionals with expertise across a wide
its business operations to meet the varied needs of all stakeholders range of domains, ensures business decisions are taken to enhance
and the society at large to create long term sustainable value. long term value creation of all stakeholders.
Your Company has a proven track record of transparent and ethical Board Composition and Diversity
corporate governance practices. The Company continues to Your Company believes that a well informed and independent Board
maintain high standards of transparency and effective leadership is necessary to ensure the highest level of corporate governance.
coupled with ethical business practices aligned with the Tata Group Accordingly, the Board has an optimum mix of Independent and
culture and ethos. Non-Independent Directors, selected by the Nomination and
Remuneration Committee. The Directors have due expertise in
Your Company ensures full compliance with various Corporate
multiple domains. Details on their skills/ expertise/ competencies
Governance regulations as per Regulations 17 to 27 read with
are mentioned elsewhere in the report. Brief profiles of all
Schedule V and other applicable regulations of Securities
Directors are also available on the website of the Company at
and Exchange Board of India (Listing Obligations and Disclosure
www.tatametaliks.com.
Requirements) Regulations, 2015 (Listing Regulations).
Moreover, adherence to various policies and codes, in conformity Independent Directors (IDs), constituting 50% of the Board, ensure
with regulatory needs, helps your Company fulfil its inherent holistic decision-making of the Board and its various Committees.
responsibility towards its stakeholders. These Policies and Codes IDs provide their expert advice, and guidance on each aspect after
are available on the Company's website at www.tatametaliks.com. seeking due clarifications from the Management. This helps to
improve the overall quality of decision-making of your Company.
Your Company focuses not only on following corporate governance
guidelines, but global best practices as well. Accordingly, adoption In compliance with the Companies Act, 2013 (Act), Listing
and adherence to the ‘Tata Business Excellence Model (TBEM)’, ‘Tata Regulations and the Board Diversity Policy, the Board comprises of 8
Group Guidelines on Board effectiveness’ and ‘Tata Steel Group (Eight) Directors of which 2 (two) are Women Directors.
The Board Composition, category and other details are stated below:
No. of No. of Committee positions held in other
Directorship(s) Public Companies as on March 31, 2019*
Name of Director Category
held in other Public
Companies Chairman Member
Mr. Koushik Chatterjee Non – Executive / 7 1 3
DIN: 00004989 Non – Independent Chairman
Mr. Sandeep Kumar Managing Director / Nil Nil Nil
DIN: 02139274 Non – Independent Director
Mr. Sanjiv Paul Non – Executive / 1 Nil Nil
DIN: 00086974 Non – Independent Director
Mr. Krishnava Satyaki Dutt Non – Executive/ 4 1 1
DIN: 02792753 Independent Director
Dr. Pingali Venugopal Non – Executive/ Nil Nil Nil
Ms. Samita Shah Non – Executive/ 8 1 2
DIN: 02350176 Non – Independent Woman Director
Dr. Rupali Basu Non – Executive / 1 Nil Nil
DIN: 01778854 Independent Woman Director
62
No. of No. of Committee positions held in other

Directorship(s) Public Companies as on March 31, 2019*
Name of Director Category
held in other Public
Companies Chairman Member
Mr. Amit Ghosh Non – Executive / Nil Nil Nil
* Includes only Chairmanship/ Membership of the Audit Committee and Stakeholders’ Relationship Committee as per Regulation 26(1)(b) of the Listing Regulations;
Note:
1. No Director has any inter-se relationship among themselves or with any employee of the Company;
2. None of the Directors hold any shares and/or convertible instruments in the Company;
3. During the Financial Year 2018-19, none of our Directors acted as Member in more than 10 Committees or as Chairperson in more than 5 Committees across
all Indian public companies (listed and unlisted) where he/ she is Director. For this purpose, Committee will include only Audit Committee and Stakeholders'
Relationship Committee.
Selection of new Directors and Board Membership Criteria The Company complies with the revised Secretarial Standards (SS-I)
The Policy on Appointment and Removal of Directors, along with on the Board and Committee Meetings as prescribed by the Institute
applicable provisions of the Act, Rules framed thereunder, the Listing of Company Secretaries of India. The minimum information as
Regulations and the Board Diversity Policy act as guidelines to select required under Regulation 17(7) read with Part A of Schedule II of the
new Directors. While reviewing the profile(s) of probable candidate(s) Listing Regulations is made available to the Board.
for Board membership, the Nomination and Remuneration Committee
The Board also monitors the performance with respect to safety and
(NRC) considers whether the candidate(s):
health, business operations, new initiatives, updates on approvals,
→→ suit(s) the requirements of the Board; compliance reports of applicable laws and reviews such other items
which require the Board’s attention. The Board directs and guides the
→→ is/ are able to contribute to the decision making process; and
activities of the Management towards achieving set goals and seeks
→→ is/ are competent to provide leadership in line with the growth accountability therein. The Chairmen of various Board Committees
vision of the Company. brief the Board on all important matters discussed and decided at their
respective meetings, which are usually held prior to the Board meetings.
Thereafter, NRC recommends suitable candidate(s) to the Board
for consideration. The Company Secretary and Chief Financial Officer attend every Board
and Committee Meetings. Functional head(s) attend meetings as
The Board considers the recommendation of the NRC, and, if
Invitees, as and when necessary to provide necessary clarifications/
thought fit, appoints the candidate(s) as a Director on the Board
updates for holistic decision making. All important decisions taken
of your Company. Thereafter, Board recommends the same to the
at Board Meetings are communicated to concerned officials and
Members for their consideration and approval at the next Annual
departments. An Action Taken Report is prepared and the Board is
General Meeting (AGM).
updated at subsequent meetings.
Board Meetings, proceedings and post-meeting mechanism
During the year under review, 7 (seven) Board Meetings were held on
A Board Meeting calendar is decided well in advance. The Board
April 26, 2018, July 26, 2018, October 23, 2018, December 10, 2018,
generally meets once every quarter, inter-alia, to consider and
January 14, 2019, February 27, 2019, and March 25, 2019. The interval
approve the quarterly financial results. Additional meetings are held
between any two consecutive meetings was within the maximum
whenever necessary. Directors are also given an option to attend
prescribed limit of 120 days.
meetings through audio-visual mode with due compliances under the
Act and the Rules framed thereunder.
Attendance of Directors at Board Meetings and at last AGM:
Attendance at Meetings held on
Attendance
Name of Director April July October December January February March
at last AGM
26, 2018 26, 2018 23, 2018 10, 2018 14, 2019 27, 2019 25, 2019
Mr. Koushik Chatterjee, Chairman Present Present Present Present Present Present Present Absent
Mr. Sandeep Kumar, Managing Director Present Present Present Present Present Present Present Present
Mr. Sanjiv Paul Present Present Present Present Absent Absent Present Present
Mr. Krishnava Satyaki Dutt Present Present Present Present Present Absent Present Present
Dr. Pingali Venugopal Present Present Present Present Present Present Present Present
Ms. Samita Shah Present Absent Present Present Present Present Present Absent
Dr. Rupali Basu Present Absent Present Present Present Present Present Present
Mr. Amit Ghosh Present Present Present Present Present Present Present Present
63
Directorship of the Board of Directors in other Listed Companies
Name of the Director Name of listed company Category of Directorship
1. Koushik Chatterjee Tata Steel BSL Limited Non-Executive Director
Tata Steel Limited Executive Director and Chief Financial Officer
The Tinplate Company of India Limited Chairman
Tata Sponge Iron Limited Non-Executive Director
2. Krishnava Satyaki Dutt Tata Steel BSL Limited Independent Director
Balrampur Chini Mills Limited Independent Director
Familiarisation programme for Independent Directors The IDs met separately on February 05, 2019 and reviewed the
IDs are eminent professionals with due experience in various domains performance of the Non-Independent Directors and the Board of
linked with the growth vision of your Company. The IDs are well Directors as a whole and also reviewed the performance of the
updated about their roles and responsibilities, the industry in which Chairman of the Board.
your Company operates and its business model. The Company
Chairman of the NRC also sought one-on-one feedback from the
provides familiarisation programme in the form of interactive sessions
Managing Director and all other Directors. A one-on-one meeting
with the Managing Director and various Functional Heads of the
of the individual Directors with the Chairman of the Board was
Company’s manufacturing, marketing, finance and other functions.
also conducted.
The Company Secretary periodically updates the Director(s) about
regulatory changes. The programme also includes visits to the The NRC and subsequently the Board discussed and collated feedback
manufacturing plant to familiarise them with various aspects of the received from the Directors.
operations of your Company. Additionally, there are various Tata
Based on the outcome of the evaluation cum feedback, the Board and
Group level familiarisation programmes for Directors on various
the Management have drawn up an improvement plan to be taken up
aspects. The Policy on familiarisation programme for Directors is
during FY 2019-20.
available on our website www.tatametaliks.com/static-files/ pdf/
policies/policy-prog-Director.pdf. The IDs appreciate the leadership role displayed by the Chairman
to uphold global best practices and highest standards of
In the opinion of the Board, our IDs fullfill the ‘criteria for
Corporate Governance.
independence’ as mentioned in Regulations 16 and 25(8) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, Code of Conduct
(Listing Regulations) read with Section 149 of the Companies Act, The Board has adopted the Tata Code of Conduct (TCoC/ Code) for
2013, each as amended. The IDs are independent of the Management Executive Directors, Non-Executive Directors, Independent Directors,
of the Company. Senior Management Personnel and all employees of the Company.
The Code is available on our website at www.tatametaliks.com.
Formal letter of appointment to Independent Directors
IDs are appointed by the Board, after due recommendation All Directors and Senior Management Personnel have confirmed
of the NRC. Upon approval of Members, a formal letter of compliance with the Code for the financial year ended March 31, 2019
appointment is issued to the IDs. All IDs have confirmed that in terms of Regulation 26(3) of the Listing Regulations. A declaration
they have met the criteria of independence as mentioned to this effect, duly signed by the Managing Director is annexed
under Section 149(6) of the Act. The terms and conditions to this report.
of appointment of IDs, as per regulation 46 of the Listing
Prevention of Insider Trading
Regulations, are available at www.tatametaliks.com/static-files/pdf/
Your Company has a Code of Conduct for Prevention of Insider
stock-exchange-releases/tandc-appointment-independent-directors.pdf.
Trading in compliance with the SEBI (Prohibition of Insider Trading)
Skills/expertise/competence of the Board of Directors Regulations, 2015, adopted by the Board. All Directors, employees
The Board has adequate skill set and expertise across multiple and other designated persons, who could have access to unpublished
domains which helps quality decision making. The Board has price sensitive information of the Company are governed by this code.
collective expertise in areas of Safety & Sustainability, Medical &
The trading window for dealing with equity shares of the Company is
Healthcare, Iron & Steel making, Marketing & Business Management,
duly closed during declaration of financial results and occurrence of
Corporate Finance, Risk Management and Legal & Corporate Affairs.
any other material events as per the code. Various awareness sessions
Independent Directors’ Meeting and Performance Evaluation are also conducted within the organisation to increase awareness
The evaluation process for the performance of the Board, its various among employees about the Code. The Company Secretary acts as
committees and individual Directors was carried out in a transparent Compliance Officer under this Regulation.
and confidential manner. Each Director provided their respective
feedback on various parameters such as functioning of the Board Board Committees
and its various Committees, execution of specific duties, quality,
Your Board has 5 (five) Committees. Each Committee is constituted
quantity and timeliness of flow of information between Board and
with an optimum combination of Independent and Non-Independent
Management, independence of judgment etc. on a questionnaire.
Directors as prescribed under the Act and the Listing Regulations.
64
Each Committee is constituted with specific terms of reference financial reporting. Committee members are financially literate and
to focus on pre-defined matters. The Company Secretary acts as have significant exposure in areas of finance, taxation, legal and
Secretary to all Committees. The Chairmen of each Committee places audit. The Committee also seeks appropriate clarification(s) from
the recommendation(s) of their respective Committees before the Statutory Auditors and the Management to help the Committee’s
Board. Minutes of all Committee Meetings are placed before the Board decision-making process, as and when required. The Internal Auditor
for its review and noting. The constitution, terms of reference and reports to the Audit Committee.
other details of the various Committees are detailed hereunder:
The Terms of Reference (ToR) of the Committee are aligned with the
The Board has constituted the following committees: provisions of the Act and the Listing Regulations. The broad functions
of the Committee, as per the ToR, are as under:
→→ Audit Committee;
1) Review and recommend the quarterly and annual financial
→→ Nomination & Remuneration Committee;
results of the Company;
→→ Stakeholders’ Relationship Committee;
2) Review quarterly reports of the Internal Auditor;
→→ Corporate Social Responsibility Committee; and
3) Review weaknesses in internal controls reported by Internal and
→→ Risk Management Committee Statutory Auditors; and
4) To consider, review and approve the transactions entered into
Audit Committee with Related Parties.
The Audit Committee of the Board is constituted in compliance with
As already reported elsewhere in the Report, there was no instance,
the provisions of Section 177 of the Act and Regulation 18 of the
during the financial year where the Board has not accepted any
Listing Regulations.
recommendation of the Audit Committee.
The Audit Committee monitors and supervises the Management’s
During the year under review, 6 (six) meetings of the Audit Committee
financial reporting process, to ensure accurate and timely disclosures
were held on April 25, 2018, July 25, 2018, October 23, 2018,
with highest levels of transparency, integrity and quality of
December 04, 2018, January 14, 2019, and March 25, 2019.
Composition and Attendance of Members are given below:

Name of Director
April 25, 2018 July 25, 2018 October 23, 2018 December 04, 2018 January 14, 2019 March 25, 2019
Mr. Krishnava Satyaki Dutt, Chairman Absent Present Present Present Present Present
Dr. Pingali Venugopal Present Present Present Present Present Present
Ms. Samita Shah Present Present Present Absent Present Present
Mr. Amit Ghosh Present Present Present Present Present Present
Nomination and Remuneration Committee The Composition and attendance of Members are given below:
The Nomination and Remuneration Committee of the Board is
constituted in compliance with the provisions of Section 178 of the Name of Director
April 26, 2018 October 23, 2018
Act and Regulation 19 of the Listing Regulations.
Dr. Pingali Venugopal, Chairman Present Present
The ToR of this Committee is aligned with the provisions of the Mr. Koushik Chatterjee Present Present
Act and the Listing Regulations. The broad functions of the Mr. Krishnava Satyaki Dutt Present Present
Committee are as under:
1) Selecting eligible candidates for Board membership and Remuneration policy for Board and Senior Management
recommending the same to the Board of Directors; The Remuneration Policy for Directors, KMPs and all other
employees of the Company, as recommended by the NRC has
2) Oversight of the Company’s nomination process for
been duly approved by the Board. The policy is not annexed
senior management;
herewith to maintain brevity of this report, but is available at
3) Formulate criteria for evaluation of performance of the Board as a www.tatametaliks.com/corporate/pdf/policies/TML-NRC-policy.pdf.
whole, its Committees and individual Directors;
Criteria for Commission payable to Non-Executive Directors is
4) Recommend annual increment, performance linked bonus, determined by the NRC. However, as per Internal guidelines,
etc., payable to the Managing Director within the salary scale, commission is paid only to Independent Directors and no
approved by Members; and Commission is paid to Non-Independent Non-Executive Directors.
NRC recommends the amount of Commission payable for a
5) Recommend annual increment(s) etc., payable to the Key
financial year, to the Board of Directors, subject to the approval
Managerial Personnel of the Company.
of the Members.
During the year under review, 2 (two) meetings of NRC were held on
April 26, 2018 and October 23, 2018.
65
Details of Sitting Fees, Commission and other emoluments paid/ payable to Directors during FY 2018-19 are as follows:
Non-Executive Directors
(in `)
Name of Director Category Sitting Fees Commission Total
Mr. Koushik Chatterjee* Non-Independent Nil Nil Nil
Mr. Sanjiv Paul** Non-Independent Nil 6,25,000 Nil
Mr. Krishnava Satyaki Dutt Independent 2,60,000 9,37,500 11,97,500
Dr. Pingali Venugopal Independent 3,80,000 13,02,083 16,82,083
Ms. Samita Shah** Non-Independent Nil 7,29,167 Nil
Dr. Rupali Basu Independent 2,20,000 6,25,000 8,45,000
Mr. Amit Ghosh Independent 3,00,000 7,81,250 10,81,250
Total 11,60,000 50,00,000 61,60,000
* Mr. Koushik Chatterjee being the Executive of Tata Steel was not paid any commission from the Company for FY 2018-19.
** In line with the internal guidelines of the Company, no payment is made towards Commission to the Non-Executive Directors of the Company who are in full
time employment in any other Tata Company. Hence, the actual total amount of commission pay out to Independent Directors is `36,45,833/-.
Note:
• There is no pecuniary relationship or transaction between the Non-Executive Directors and the Company;
• The Company has not issued any stock option.
Executive Director (in `)

Contribution to Provident,
Perquisites and Performance Linked
Name of Director Salary Superannuation and
Allowances Bonus for FY 2017-18
Gratuity Fund
Mr. Sandeep Kumar, Managing Director 33,26,400 43,10,813 8,98,128 49,89,600
Note: Performance linked bonus payable to Managing Director and Commission to Independent Directors have been recommended by the
NRC on April 15, 2019. This is subject to the approval of Members at the ensuing AGM to be held on August 27, 2019.
Executive Director(s) is/ are appointed by resolutions passed 3) To resolve such other grievances as may be raised by the security
by the Board and subsequently the Members of the Company. holders from time to time
The resolutions cover all broad terms and conditions of such
During the year under review, 2 (two) meetings of SRC were held on
appointment(s). Your Company does not enter into any
June 28, 2018 and March 28, 2019.
separate Service Contract with those elevated to the Board
from the management or other group/ associate companies. Composition and Attendance details are given below:
Appointment letters are issued to IDs, incorporating their roles,
duties, responsibilities etc., after they are appointed at an AGM. Name of Director
June 28, 2018 March 28, 2019
There is no additional provision for payment of severance fee for the
appointment of Executive Directors, all of whom have been appointed Dr. Pingali Venugopal, Chairman Present Present
within the group/ associate companies. However, all applicable Mr. Sanjiv Paul Present Present
statutory provisions with respect to severance and notice period Mr. Sandeep Kumar Present Present
apply to their appointments. Dr. Rupali Basu Present Present
Stakeholders’ Relationship Committee Details of Shareholders’ Complaints received, resolved &

pending during FY 2018-19
The Stakeholders’ Relationship Committee of the Board is constituted
in compliance with the provisions of Section 178 (5) of the Act and Particulars Nos.
Regulation 20 of the Listing Regulations. Complaints pending as on April 01, 2018 0
The ToR of this Committee is aligned with the provisions of Complaints received during the year 93
the Act and the Listing Regulations. The broad functions of ended March 31, 2019
the Committee are: Complaints resolved during the year 92
ended March 31, 2019
1) To review the redressal mechanism of grievances of Complaints pending as on March 31, 2019 1
security holders;
2) To consider and resolve the investor complaints relating to
transfer of shares, non-receipt of duplicate certificate, non-receipt
of annual report and non-receipt of declared dividends.
66
Name, designation and address of Compliance Officer: The ToR of Risk Management Committee are as follows:
Mr. Sankar Bhattacharya
1) To frame and recommend to the Board a Risk
Chief - Corporate Governance & Company Secretary
Management Policy;
Membership No. – 11438.
Tata Centre, 10th Floor, 2) To monitor and evaluate the effectiveness of risk management
43, J. L. Nehru Road, framework of the Company; and
Kolkata – 700071.
3) To oversee implementation of risk mitigation plans.
Phone – 91–33–66134200.
Fax – +91–33–22884372. During the year under review, 1 (one) meeting of the Risk
Email- [email protected] Management Committee was held on October 09, 2018.
Composition and Attendance details of the Members are
Corporate Social Responsibility Committee
given below:
The Corporate Social Responsibility Committee of the Board is
constituted in compliance with the provisions of Section 135 (1) of the Attendance at
Name of Member Meeting held on
Act. The Annual Report on CSR activities, as per the prescribed format,
October 09, 2018
forms part of the Directors’ Report.
Mr. Sanjiv Paul, Chairman Present
The ToR of this Committee is aligned with the provisions of the Mr. Sandeep Kumar Present
Act and the Listing Regulations. The broad functions of the Ms. Samita Shah Present
Committee are as under: Mr. Amit Ghosh Present
1) Formulate and recommend to the Board, a Corporate Social Mr. Subhra Sengupta Present
Responsibility Policy;
2) Recommend the amount of expenditure to be incurred on
General Body Meetings
CSR activities; Location and time where Annual General Meetings of last
three years were held:
3) Review performance of the Company in the areas of CSR; and
Financial Year Details of Location Date & Time
4) Monitor CSR Policy from time to time.
2015-16 Kala Mandir, 48 Shakespeare Sarani, June 29, 2016
The CSR policy is available at: www.tatametaliks.com/static-files/pdf/ Kolkata - 700017 at 3:00 p.m.
policies/Corporate-Social-Responsibility-Accountability-Policy.pdf 2016-17 Kala Mandir, 48 Shakespeare Sarani, July 26, 2017
During the year under review, 2 (two) meetings of CSR Committee Kolkata - 700017 at 10:30 a.m.
were held on June 14, 2018 and December 17, 2018. 2017-18 Kala Mandir, 48 Shakespeare Sarani, July 02, 2018
Kolkata - 700017 at 3:00 p.m.
Composition and Attendance details of the Members
are given below:
Location and time of Extraordinary General Meeting held
Attendance at Meetings held on during the year
Name of Director
June 14, 2018 December 17, 2018
Financial Year Details of Location Date & Time
Dr. Pingali Venugopal, Chairman Present Present
2018-19 Kala Mandir, 48 Shakespeare Sarani, March 25, 2019
Mr. Sanjiv Paul Present Present
Kolkata - 700017 at 11:30 a.m.
Ms. Samita Shah Present Present
Mr. Sandeep Kumar Present Present
Dr. Rupali Basu Present Present Special Resolutions passed in previous three Annual General
Meetings:
Risk Management Committee Shareholders’ Meeting Special Business requiring Special Resolution
26th AGM Commission to Non-Executive
Your Company has an effective risk management framework to June 29, 2016 Directors of the Company
monitor, identify, evaluate and manage enterprise risks, in line with 27th AGM Nil
the framework adopted by its holding company. The Board has July 26, 2017
constituted a Risk Management Committee for monitoring the risk 28th AGM Nil
management framework of the Company. July 02, 2018
67
Special Resolutions passed through Postal Ballot during the The Board recommends the above re-appointments for the approval
year of the Members at the ensuing AGM.
During the year under review, there was no special resolution that
was passed through postal ballot. None of the businesses proposed General Shareholder Information
to be passed at the ensuing AGM require passing a resolution
Details of AGM for FY 2018-19:
through Postal Ballot.
Communication to the Shareholders Day Tuesday
Communication to Members is made primarily through public Date August 27, 2019
disclosures. Quarterly, half-yearly and annual financial results are Time 11:00 A.M.
published in Business Standard (English - all editions) and Aajkaal Venue Kala Mandir, 48 Shakespeare Sarani, Kolkata - 700017
(Bengali) in compliance with Regulation 47 of the Listing Regulations.
Further, all disclosures disseminated to Stock Exchanges are made Date of Book Closure:
available on the Company’s website at www.tatametaliks.com, as
required under Regulation 46 of the Listing Regulations. August 20 to August 27, For the purpose of AGM
Book Closure Date
2019 (both days inclusive) and payment of dividend
All price-sensitive information and requisite material disclosures
are also displayed on the website of the Company after its
Tentative Financial Calendar:
dissemination to the Stock Exchanges. The Company’s website is a
Financial Year 2019-20
comprehensive repository for all stakeholders as prescribed under the
Listing Regulations. 1st quarter result July, 2019
2nd quarter & half-yearly result October, 2019
Disclosure to shareholders 3rd quarter result January, 2020
4th quarter & annual result April, 2020
Disclosure regarding Appointment / Re-appointment of
Directors Dividend Payment Date:
In compliance with the provisions of Section 152 of the Act read Dividend Payment Date on and from August 31, 2019.
with Article 110 of the Articles of Association of the Company
Mr. Sanjiv Paul (DIN: 00086974) and Ms. Samita Shah (DIN: 02350176)
will retire by rotation at the ensuing AGM and being eligible, seek
re-appointment. Names and Addresses of the Stock Exchanges and Stock
Codes
Based on the recommendations of the NRC and pursuant to the
performance evaluation of Mr. Krishnava Satyaki Dutt (DIN: 02792753) Name of the Stock Exchange ISIN Stock Code
and Dr. Pingali Venugopal (DIN: 05166520) as Members of the Board, National Stock Exchange of INE056C01010 TATAMETALI
the Board proposed to re-appoint Mr. Krishnava Satyaki Dutt and India Ltd. (“NSE”)
Dr. Pingali Venugopal as Independent Directors of the Company, not 5, Exchange Plaza,
liable to retire by rotation, to hold office for a second term effective Bandra Kurla Complex, Bandra (East),
September 10, 2019 through September 09, 2024. Mumbai- 400 051
BSE Limited (“BSE”) INE056C01010 513434
The detailed profiles of Mr. Sanjiv Paul, Ms. Samita Shah, Phiroze Jeejeebhoy Towers,
Mr. Krishnava Satyaki Dutt and Dr. Pingali Venugopal are provided in Dalal Street, Mumbai- 400 001
the Annexure to the Notice convening the AGM, as required under
Regulation 36 (3) of the Listing Regulations. Listing Fees, as applicable, has been paid to both NSE and BSE.
68
Market Price Data

The monthly high and low prices and trading volume of shares of your Company at BSE Limited (BSE) and the National Stock Exchange of India
Limited (NSE) for the year ended March 31, 2019 are as under:
BSE NSE
Month Volume Volume
High (`) Low (`) High (`) Low (`)
(No. of shares) (No. of shares)
April-18 884.00 739.45 6,05,001 884.50 736.00 50,66,699
May-18 861.95 759.50 2,92,041 862.90 760.05 14,29,035
June-18 785.00 632.00 1,51,830 784.70 633.00 11,23,243
July-18 731.00 616.45 1,88,460 722.00 615.00 14,59,171
August-18 754.40 605.95 3,41,499 754.00 604.90 31,15,346
September-18 745.20 615.50 2,35,948 747.00 621.05 22,91,595
October-18 677.95 545.00 3,59,329 670.00 544.60 25,05,560
November-18 715.00 620.00 1,79,707 715.90 620.55 9,12,657
December-18 664.95 597.00 2,09,653 666.00 595.00 11,30,011
January-19 655.95 580.90 1,14,551 656.90 581.00 9,78,821
February-19 633.90 558.00 1,00,525 628.00 555.75 6,72,598
March-19 704.10 600.90 1,63,864 689.00 599.10 13,57,379
*source: websites of BSE and NSE
Share price performance as compared to BSE Sensex & NIFTY 50 for year ended March 31, 2019
TML vs BSE SENSEX TML VS NIFTY 50

850 39,000 850 11,800
38,500 800 11,600
800
TML SHARE PRICE
38,000
TML SHARE PRICE
11,400
750 37,500 750
11,200
BSE SENSEX
NIFTY 50
700 37,000 700 11,000
36,500 10,800
650 650
36,000
10,600
600 35,500 600
35,000 10,400
550 550 10,200
34,500
500 34,000 500 10,000
Apr-18
May-18
Jun-18
Jul-18
Aug-18
Sep-18
Oct-18
Nov-18
Dec-18
Jan-19
Feb-19
Mar-19
Apr-18
May-18
Jun-18
Jul-18
Aug-18
Sep-18
Oct-18
Nov-18
Dec-18
Jan-19
Feb-19
Mar-19
TML BSE SENSEX TML NIFTY 50
* data represents monthly close price * data represents monthly close price
Registrar and Transfer Agent and Share Transfer Process

Members holding shares in physical form are requested to correspond
The status on complaints and share transfers are
with the Company’s Registrar and Transfer Agent (RTA) - R & D
reported to the Board.
Infotech Pvt. Ltd. quoting their Folio No. / DP ID & Client ID at the
following address:- During Fiscal 2019, the Securities and Exchange Board of India (‘SEBI’)
and Ministry of Corporate Affairs (‘MCA’) have mandated that existing
R & D Infotech Pvt. Ltd.
members of the Company who hold securities in physical form and
1st Floor, 7A, Beltala Road
intend to transfer their securities after April 01, 2019, can do so only in
Kolkata– 700 026
dematerialised form. Therefore, Members holding shares in physical
Phone: +91-33-24192641/42,
form were requested to consider converting their shareholding to
Telefax: +91-33-24741657,
dematerialised form. During the year, the Company has sent necessary
E-mail: [email protected]; [email protected]
intimations to its Members regarding the restriction on transfer of
Members holding shares in electronic form should address their securities in the physical form.
correspondences, except those relating to dividend, to their
Share transactions in electronic form can be effected in a much
respective Depository Participants (DPs).
simpler and faster manner. After a confirmation of a sale/ purchase
69
transaction from the broker, Members should approach the DP with may submit Form SH-13/ SH-14 as the case may be to the Company’s
a request to debit or credit the account for the transaction. The DP RTA as required under Section 72 of the Act.
will immediately arrange to complete the transaction by updating
Members holding shares in electronic form should contact their
the account. There is no need for a separate communication to the
respective DPs to avail this facility.
Company to register these share transfers.
Shares Held in Electronic Form
Members should communicate with Mr. Ratan Mishra, CEO,
Members holding shares in electronic form may please note that
R & D Infotech Pvt. Ltd., 7A, Beltala Road, Kolkata- 700 026,
instructions regarding change of address, bank details, email ids,
Phone: +91-033-24192641/ 42, the Company’s Registrars and Transfer
nomination and power of attorney should be given directly to their
Agents (‘RTA’) quoting their folio number or Depository Participant
concerned DPs.
ID (DP ID) and Client ID number, for any queries to their securities.
Shares Held in Physical Form
In terms of Regulation 40(9) of the Listing Regulations, certificates on
Members holding shares in physical form may please note that
half-yearly basis, have been issued by a Practicing Company Secretary
instructions regarding change of address, bank details, email ids,
with respect to due compliances of share transfer formalities etc.,
nomination and power of attorney should be given directly to the
by the Company.
Company’s RTA i.e. R & D Infotech Pvt. Ltd.
Nomination Facility
If any Member, holding shares in physical form, wishes to appoint or
change nominee for their shareholding(s) in the Company, he/ she
Distribution of Equity Shareholding as on March 31, 2019

% of total % of
No. of Ordinary Shares held No. of Shareholders No. of Shares
shareholders total Shares
1-500 52064 96.90% 4659163 16.59%
501-1000 932 1.73% 720959 2.57%
1001-10000 672 1.25% 1655740 5.90%
10001-50000 43 0.08% 928209 3.30%
50001 and above 17 0.03% 20120929 71.64%
Total 53728 100.00% 28085000 100.00%
Categories of Shareholders as on March 31, 2019

% of total % of
Shareholders No. of Shareholders No. of Shares
shareholders total shares
Promoters Holding 1 0.00% 15464590 55.06%
UTI/Mutual Fund/ Banks 25 0.05% 3569411 12.71%
Insurance Companies 2 0.00% 334903 1.19%
FIs (Trust) 4 0.01% 5754 0.02%
Corporate Bodies 717 1.33% 644084 2.29%
Resident Individuals 52278 97.30% 7158488 25.49%
State Government-WBIDC 1 0.00% 250000 0.89%
FIIs/NRIs/OCBs 700 1.30% 657770 2.34%
Total 53728 100.00% 28085000 100.00%
Top 10 Shareholders as on March 31, 2019
Name of Shareholders No. of Shares held % of holding
Tata Steel Limited 15464590 55.06%

HDFC Small Cap Fund 2112845 7.52%
Aditya Birla Sun Life Trustee Private Limited A/C Aditya Birla Sun Life Small and Midcap Fund 773000 2.75%
West Bengal Industrial Development Corporation Ltd. 250000 0.89%
Dolly Khanna 211614 0.75%
General Insurance Corporation of India 200000 0.71%
Emerging Markets Core Equity Portfolio (The Portfolio) of DFA Investment Dimensions Group Inc. (DFAIDG) 167122 0.60%
Union Small Cap Fund 158025 0.56%
The Oriental Insurance Company Limited 134903 0.48%
Bhavesh Dhireshbhai Shah 131486 0.47%
HDFC Trustee Co Ltd A/C HDFC Retirement Savings Fund-Equity Plan 106500 0.38%
70
Dematerialisation of Shares and Liquidity results, investor conference call, press release, presentation. We also
The Company’s shares are traded compulsorily in electronic form. encourage our investors to visit the Company’s website regularly
We have established connectivity with both the depositories in for recent updates and to write to us regarding their rights and
India – National Securities Depository Limited (“NSDL”) and Central shareholdings or any other query.
Depository Services (India) Limited (“CDSL”). The International
Outstanding Global Depository Receipts (GDRs) / American
Securities Identification Number (“ISIN”) allotted to the Company’s
Depository Receipts (ADRs) / Warrants/any convertible instruments,
Share under the Depository System is INE056C01010.
conversion date and likely impact on equity.
As on March 31, 2019, a total of 2,39,56,761 shares of the Company
Your Company has not issued any GDRs/ ADRs as on March 31, 2019.
representing 85.30% of total shares are in dematerialised form.
Your Company does not have any outstanding GDRs/ ADRs.
Designated E-mail Address for Investor Services
Approval was sought from the Members’ in the EGM held on
In compliance with Regulation 46 of the Listing Regulations,
March 25, 2019, for issuing Equity Shares and Convertible Warrants to
the designated e-mail address for investors’ services i.e.
the Promoter, i.e., Tata Steel Limited on a preferential basis.
[email protected] is duly provided on the website of the
Company for the benefit of our Members. Commodity Price Risk or foreign exchange risk and hedging
activities
Updation of Bank Details for Remittance of Dividend / Cash
With respect to the commodity price, currency risk etc. please refer
Benefits in Electronic Form
Management Discussion & Analysis Report.
Securities and Exchange Board of India (SEBI) vide its Circular No.
CIR/MRD/DP/10/2013 dated March 21, 2013 (Circular)had ordered Equity shares in the suspense account
the listed companies, RTAs, Depositories and Stock Exchanges to In accordance with the requirement of Regulation 34(3) and Part F of
use various electronic payment modes such as ECS [LECS (Local Schedule V to the SEBI Listing Regulations, details of equity shares in
ECS)/ RECS (Regional ECS)/ NECS (National ECS)] and NEFT, among the suspense account are as follows:
others, which were approved by the Reserve Bank of India (RBI), for
Number
distributing dividends and other cash benefits to the Members. Number of
Particulars of equity
shareholders
The Circular further states that if the bank details such as MICR shares
(Magnetic Ink Character Recognition), IFSC (Indian Financial System Aggregate number of shareholders and the 54 5700
Code) etc., that are required for making electronic payment are not outstanding shares in the suspense account
available or the electronic payment instructions have failed or have lying as on April 01, 2018
been rejected by the bank, companies or their RTA may use physical Shareholders who approached the Company - -
payment instruments for making cash payments to the investors. for transfer of shares from suspense account
during the year
As per Regulation 12 of the Listing Regulations, where it is not Shareholders to whom shares were transferred - -
possible to use electronic mode of payment, ‘payable-at-par’ warrants from the suspense account during the year
or cheques may be issued for payment of dividend. Shareholders whose shares are transferred to - -
Members should also note that payment of dividend and other cash the demat account of the IEPF Authority as per
benefits through electronic mode has many advantages like prompt Section 124 of the Act
Aggregate number of shareholders and the 54 5700
credit, elimination of fraudulent encashment/ delay in transit and
outstanding shares in the suspense account
more. They are requested to opt for any of the above mentioned
lying as on March 31, 2019
electronic modes of payment of dividend and other cash benefits and
update their bank details: Transfer of unclaimed/unpaid amounts to the Investor
Education and Protection Fund
→→ In case of holdings in dematerialised form, by contacting their
As per Sections 124 and 125 of the Act read with the Investor
DP and giving suitable instructions to update the bank details in
Education and Protection Fund Authority (Accounting, Audit, Transfer
their demat account.
and Refund) Rules, 2016 (“IEPF Rules”), dividend, if not claimed for
→→ In case of holdings in physical form, by informing the Company’s a consecutive period of 7 years from the date of transfer to Unpaid
RTA, through a signed request letter with details such as Folio Dividend Account of the Company, are liable to be transferred to the
No(s), Name and Branch of the Bank in which they wish to receive Investor Education and Protection Fund (“IEPF”).
the dividend, the Bank Account No. allotted by their respective
Further, all shares in respect of which dividend has remained
banks after implementation of Core Banking Solutions (CBS), the 9
unclaimed for seven consecutive years or more from the date of
digit MICR Code No. and the 11 digit IFSC Code. This request letter
transfer to unpaid dividend account shall also be transferred to IEPF
should be supported by a cancelled cheque bearing the name of
Authority. The said requirement does not apply to shares in respect of
the first holder.
which there is a specific order of Court, Tribunal or Statutory Authority,
Investor Awareness restraining any transfer of the shares. Details of unclaimed dividends
We have provided subscription facilities to our investors for investors’ and Members whose shares are liable to be transferred to the IEPF
alerts regarding analyst meets, quarterly and annual financial Authority, are uploaded on the Company’s website.
71
In view of the aforesaid provisions, we report that the Company Details of fees paid to the Statutory Auditors
resumed declaring dividend from FY 2015-16 onwards. Price Waterhouse & Co Chartered Accountants LLP (Firm Registration
Accordingly, the unpaid dividend accruing from FY 2015-16 is due Number: 304026E/E-300009) were appointed as Statutory Auditors of
for deposit to IEPF from FY 2022-23 onwards. Therefore there was no the Company at the 27th Annual General Meeting of the Company.
dividend due to be transferred to IEPF during the year under review. The particulars of payment of Statutory Auditors’ fees, is given below:
Location of the Plant (` in crore)
Village Maheshpur Year ended
Details
PO: Samraipur, Gokulpur, Kharagpur March 31, 2019
Paschim Midnapur Pincode - 721301, West Bengal Auditors remuneration and out-of-pocket expenses
Phone: +91-3222-233325, 233877, 233290 (i) As auditors (Statutory Audit) 0.17
Telefax: +91-3222-233316 (ii) For taxation matters -
Email: [email protected] (iii) For other services 0.21
Address for correspondence (iv) Out-of-pocket expenses 0.03
Tata Metaliks Limited 0.41
Tata Centre, 10thFloor
43, J. L. Nehru Road,
Kolkata – 700 071.
Phone: +91-33-6613-4200
Fax: +91-33-2288 4372
Email: [email protected]
Other disclosures:
Particulars Regulations Details Website link for details/policy
Related party transactions Regulation Transactions entered into with related parties during the www.tatametaliks.com/static-
23 of SEBI Listing financial year were in the ordinary course of business files/pdf/policies/rpt-policy.pdf
Regulations and at arms’ length basis and were approved by the
and as defined Audit Committee.
under the Act There are no material related party transactions during
the year that have conflict with the interest of the
Company. There are no pecuniary relationships or
transactions of Non-Executive Directors vis-à-vis the
Company which has potential conflict with the interests
of the Company at large. Transactions with related
parties, as per requirements of Accounting Standard
18, are disclosed in notes to accounts annexed to the
financial statements, forming part of this Report.
The policy for related party transactions, as approved by
the Board, is available on the website of the Company.
Whistle Blower Policy and Regulation The Company has a well-defined Whistle Blower Policy www.tatametaliks.com/
Vigil Mechanism 22 of SEBI Listing which has established the necessary vigil mechanism for static-files/pdf/policies/
Regulations Directors and employees to report any concern(s) about whistleblower-policy.pdf
unethical behaviour. No person was denied access to
the Chairman of the Audit Committee/ Ethics Counsellor.
The said policy has been uploaded on the website
of the Company.
Policy on Determination of Regulation 30 The Company has adopted a Policy on Determination of www.tatametaliks.com/static-
Materiality for Disclosures of SEBI Listing Materiality for Disclosures. files/pdf/policies/policy-on-
Regulations determination-materiality.pdf
72

Discretionary requirements Schedule II Part • The Auditors have provided an unmodified audit
E of the SEBI opinion on the financial statements of the Company.
Listing Regulations • The Company has complied with the requirements of
having separate persons to the positions of Chairman
and Managing Director respectively. Mr. Koushik
Chatterjee is the Chairman and Mr. Sandeep Kumar is
the Managing Director of the Company.
• The Internal Auditor reports directly to the
Audit Committee.
Details of non- compliance by the Schedule V (C) The Company has complied and disclosed all
Company, penalty, strictures 10(b) to the SEBI mandatory corporate governance requirements as
imposed on the Company by the Listing Regulations stipulated in Regulations 17 to 27 and sub-regulation
stock exchange, or Securities and (2) of Regulation 46 of Listing Regulations (relating
Exchange Board of India (‘SEBI’) or to disclosure on the website of the Company).
any statutory authority on any The Company has complied with all applicable rules and
matter related to capital markets regulations as prescribed by the Stock Exchanges, SEBI
or any statutory authority relating to capital markets
during the last 3 (three) years. No penalties or strictures
have been imposed on the Company on account of any
non-compliance with any legal requirement.
Subsidiary Companies Regulation Company does not have any subsidiary company.
24 of the SEBI
Listing Regulations
Policy on Archival and Regulation 9 of SEBI The Company has adopted a Policy on Archival and www.tatametaliks.com/static-
Preservation of Documents Listing Regulations Preservation of Documents. files/pdf/policies/policy-on-
retention-archival.pdf
Reconciliation of Share Regulation 76 of A qualified Practicing Company Secretary had carried

Capital Audit Report the Securities and out the share capital audit to reconcile the total admitted
Exchange Board of equity share capital with “NSDL” and “CDSL” and the total
India (Depositories issued and listed equity share capital. The audit report
and Participants) confirms that the total issued / paid-up capital is in
Regulations, 2018 agreement with the total number of shares in physical
and SEBI Circular form and the total number of dematerialised shares held
No D&CC / FITTC/ with NSDL and CDSL.
Cir- 16/2002 dated
December 31, 2002
Code of Conduct Regulation 17 of The members of the Board and Senior Management www.tatametaliks.com/static-
the SEBI Listing have affirmed compliance with the Code of Conduct files/pdf/TCOC.pdf
Regulations applicable to them during the year ended March 31,
2019. This Report contains a certificate by the Managing
Director, on the compliance declarations received from
Independent Directors, Non-Executive Directors and
Senior Management.
Dividend Distribution Policy Regulation 43A of The Company is not required to formulate a dividend
the SEBI distribution policy.
Listing Regulations
73
Terms of Appointment of Regulation 46 of Terms and conditions of appointment of Independent www.tatametaliks.com/static-
Independent Directors SEBI Listing Directors are provided elsewhere in this report and are files/pdf/stock-exchange-
Regulations and also available on the Company’s website. releases/tandc-appointment-
Section 149 read independent-directors.pdf
with schedule
IV of the Act
Familiarisation Programme Regulations 25(7) Details of familiarisation programme to Independent www.tatametaliks.com/
and Directors are provided elsewhere in this report and are static-files/pdf/policies/policy-
46 of SEBI also available on the Company’s website. prog-director.pdf
Listing
Regulations
Disclosure under the Details are provided elsewhere in this report and are
Sexual Harassment of Women also available on the Company’s website.
at Workplace (Prevention,
Prohibition and Redressal)
Act, 2018
Policies for determining Material Subsidiaries and dealing redressal of sexual harassment at workplace in line with the provisions
with Related Party Transactions of the Sexual Harassment of Women at Workplace (Prevention,
The Company has formulated the Policy for determining Prohibition and Redressal) Act, 2013 and the Rules thereunder.
material subsidiaries and Policy on consideration and
An Internal Committee (IC) is in place to redress complaints received
approval of related party transactions which is available on
regarding sexual harassment. The Internal Committee is reconstituted
www.tatametaliks.com/corporate/policies.aspx.
every 3 years. All employees (permanent, contractual, temporary,
Certification on non-disqualification of Directors trainees, etc.) are covered under this Policy
A certificate has been received from Mr. P. V. Subramanian, Practising
Company Secretary, stating that none of the Directors of the Company 1. No. of complaints pending as on beginning of Nil
have been debarred or disqualified from being appointed or the financial year
continuing as Directors of companies by the Securities and Exchange 2. No. of complaints filed during the financial year Nil
Board of India, Ministry of Corporate Affairs or any such statutory 3. No. of complaints disposed off during Nil
authority is annexed herewith. the financial year
4. No. of complaints pending as on end of Nil
Utilisation of funds raised through Preferential Allotment of the financial year
Equity Shares and Convertible Warrants
Approval was sought from the Members by way of an Extraordinary
General Meeting (EGM) held on March 25, 2019, for issuance of Equity CEO and CFO Certification
Shares and Convertible Warrants to the Promoter, i.e., Tata Steel
In line with Regulation 17(8) read with Schedule II Part B of the Listing
Limited on a preferential basis. The funds raised through preferential
Regulations, the Managing Director and Chief Financial Officer have
allotment shall be utilised for capacity expansion of DI Pipe unit
given appropriate certification to the Board of Directors.
from 2.0 LTPA to 4.0 LTPA along with augmentation of the Mini Blast
Furnace capacity and installation of a new 15 MW Captive Power
Plant and other enhancements, and strengthening the Balance Sheet
Certificate on Corporate Governance
of the Company. As required by Regulation 34(3) and Schedule V (E) of the Listing
Regulations, the requisite certificate is annexed to this report.
Disclosure as per the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
Your Company has zero tolerance towards sexual harassment at the
workplace and has adopted a policy on prevention, prohibition and
74
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS

AND SENIOR MANAGEMENT PERSONNEL WITH THE CODE OF CONDUCT
The Company Secretary acts as Compliance Officer under this Regulation. This is to confirm that the Company has adopted the Tata Code of
Conduct for its employees including the Managing Director and the Whole-time Directors. In addition, the Company has adopted the Tata Code
of Conduct for the Non-Executive Directors. Both these Codes are available on the Company’s website at www.tatametaliks.com.
I confirm that the Company has in respect of the Financial Year ended March 31, 2019, received from the Senior Management Team of the
Company and the Members of the Board, a declaration of compliance with the Code of Conduct as applicable to them.
For the purpose of this declaration, Senior Management Team means the Members of the Management one level below the Managing Director
as on March 31, 2019.
Sd/-
Sandeep Kumar
Place: Kolkata Managing Director
Date: April 15, 2019 DIN: 02139274
75
P. V. Subramanian 81/8, Regent Estate,
B.Com., LL.B., ACS. Kolkata-700 092, India
Company Secretary in Whole-time Practice Mobile: 9830026425
CERTIFICATE REGARDING COMPLIANCE OF

CONDITIONS OF CORPORATE GOVERNANCE
To,
The Members
Tata Metaliks Limited.
I have examined the compliance of conditions of Corporate Governance by Tata Metaliks Limited (“the Company”) for the year ended on
31st March, 2019, as stipulated in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [collectively referred to as “SEBI
Listing Regulations, 2015”].
The compliance of conditions of Corporate Governance is the responsibility of the Management of the Company. My examination was
limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of the Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In my opinion and to the best of my information and according to the explanations given to me, I certify that the Company has complied with
the conditions of Corporate Governance as stipulated in the above mentioned SEBI Listing Regulations, 2015, to the extent applicable to the
Company during the year under report.
I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with
which the management has conducted the affairs of the Company.
Sd/-
(P V Subramanian)
Company Secretary in Whole-time Practice
Place: Kolkata ACS No.: 4585
Date: April 15, 2019 C.P.No.: 2077
76

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

[Pursuant to Regulation 34(3) read with Schedule V Para-C clause 10(i) of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]
To,
The Members
I have examined the relevant records and documents of Tata Metaliks Limited ("the Company") produced before me for the purpose of issuing
this Certificate and I hereby certify that none of the Directors on the Board of Directors of the Company has been debarred or disqualified from
being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any
such statutory authority.
Sd/-
(P V Subramanian)
Date: April 15, 2019 C.P.No.: 2077
77
Annexure E
FORM NO. MR-3

SECRETARIAL AUDIT REPORT
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
For the Financial year ended 31st March, 2019.
To, (b) The Securities and Exchange Board of India (Prohibition of
The Members, Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital
I have conducted the secretarial audit of the compliance of applicable and Disclosure Requirements) Regulations, 2018;
statutory provisions and the adherence to good corporate practices
(d) The Securities and Exchange Board of India
by Tata Metaliks Limited (hereinafter called “the Company”)
(Listing Obligations and Disclosure Requirements)
for the financial year ended 31st March, 2019 (“audit period”).
Regulations, 2015;
Secretarial Audit was conducted in a manner that provided me a
reasonable basis of evaluating the corporate conduct / statutory (e) The Securities and Exchange Board of India (Registrars
compliances and expressing my opinion thereon. to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client; and
Based on my verification of the Company’s books, papers, minute
books, forms and returns filed and other records maintained by the (f ) The Securities and Exchange of India (Depositories and
Company and also the information provided by the Company, its Participants) Regulations, 2018.
officers, agents and authorised representatives during the conduct
6. Secretarial Standards 1 and 2 as issued by the Institute of
of secretarial audit, I hereby report that, in my opinion, the Company
Company Secretaries of India.
has, during the audit period covering the financial year ended on
31st March, 2019, complied with the statutory provisions listed Provisions of the following Regulations and Guidelines
hereunder and also that the Company has proper Board processes prescribed under the Securities and Exchange Board of India
and compliance mechanism in place to the extent, in the manner and Act, 1992 (‘SEBI Act’) were not applicable to the Company during
subject to the reporting made hereinafter:- the audit period:
I have examined the books, papers, minute books, forms and returns (a) The Securities and Exchange Board of India (Share Based
filed and other records maintained by the Company for the audit Employee Benefits) Regulations, 2014;
period according to the provisions of:
(b) The Securities and Exchange Board of India (Issue and
1. The Companies Act, 2013 (“the Act”) and the rules Listing of Debt Securities) Regulations, 2008;
made thereunder;
(c) The Securities and Exchange Board of India (Delisting of
2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Equity Shares) Regulations, 2009; and
rules made thereunder;
(d) The Securities and Exchange Board of India (Buyback of
3. The Depositories Act, 1996 and the regulations and bye-laws Securities) Regulations, 2018.
framed thereunder;
As represented by the management, there are no Industry Specific
4. Foreign Exchange Management Act, 1999 and the rules Laws applicable to the Company.
and regulations made thereunder to the extent of Foreign
I have relied on the representation made by the Company and its
Direct Investment, Overseas Direct Investment and External
Officers for systems and mechanism formed by the Company for
Commercial Borrowings;
compliances under other laws applicable to the Company. The list of
5. The following Regulations and Guidelines prescribed under the major head/groups of Acts, Laws and Regulations as applicable to the
Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- Company is given in Appendix-I.
(a) The Securities and Exchange Board of India (Substantial During the audit period, the Company has complied with the
Acquisition of Shares and Takeovers) Regulations, 2011; applicable provisions of the Act, Rules, Regulations and Guidelines as
mentioned above.
78
I further report that: I further report that, during the year under report, the Company had
created, issued, offered and allotted the below mentioned Equity
(i) The Board of Directors of the Company is duly constituted with
Shares and Convertible Warrants to the Promoter of the Company, i.e.
proper balance of Executive Directors, Non-Executive Directors
Tata Steel Limited, on a preferential basis:-
and Independent Directors. There has been no change in the
composition of the Board of Directors of the Company during the (a) 27,97,000 Equity Shares at a price of `642 per share aggregating
period under review. to `179,56,74,000 (Rupees One Hundred Seventy-Nine Crore
Fifty-Six Lakh Seventy-Four Thousand Only) and
(ii) Adequate notice is given to all directors to schedule the Board
Meetings; agenda and detailed notes on agenda were sent at (b) 34,92,500 convertible warrants (“Warrants”) at price of `642
least seven days in advance, and a system exists for seeking per Warrant, with a right exercisable by the Warrant holder to
and obtaining further information and clarifications on the subscribe for One Equity Share per Warrant of face value of `10
agenda items before the meeting for meaningful participation at each, aggregating to `224,21,85,000 (Rupees Two Hundred
the meeting; and Twenty-Four Crore Twenty-One Lakh Eighty-Five Thousand Only),
(iii), Decisions at the Board Meetings, as represented by the This report is to be read with my letter of even date which is
management, were taken unanimously. annexed as Appendix-II and forms an integral part of this report.
I further report that there are adequate systems and processes in
Sd/-
the Company commensurate with the size and operations of the
(P V Subramanian)
Company to monitor and ensure compliance with applicable laws,
rules, regulations and guidelines, including general laws, labour laws,
competition law and environment laws.
Date: April 15, 2019 C.P.No.: 2077
79
Appendix-I
(To the Secretarial Audit Report to the Members of Tata Metaliks Limited for the financial year ended 31st March, 2019)
List of laws applicable to the Company and its The Maternity Benefit Act, 1961
manufacturing plant: The Child Labour (Prohibition & Regulation) Act, 1986
Registered Office: The Industrial Employment (Standing Order) Act, 1946
Situated at:- ‘Tata Centre”, 10th Floor, 43, Chowringhee Road,
The Employees’ Compensation Act, 1923
Kolkata-700071.
The Apprentices Act, 1961;
Manufacturing Plants:
Located at:- Kharagpur, West Bengal. Equal Remuneration Act, 1976;
Under the Major Group and Head: The Employment Exchange (Compulsory Notification of
a. Labour Laws:- Vacancies) Act, 1959; &
Factories Act, 1948.
The Sexual Harassment of Women at the Workplace (Prevention,
Industrial Disputes Act, 1947 Prohibition & Redressal) Act, 2013.
The Payment of Wages Act, 1936 b. Environmental Laws:-
Water (Prevention and Control of
The Minimum Wages Act, 1948
Pollution) Act, 1974.
Employees’ State Insurance Act, 1948
Air (Prevention and Control of Pollution) Act, 1981.
The Employees Provident Funds and Miscellaneous
Environment (Protection) Act, 1986
Provisions Act, 1952
The Public Liability Insurance Act, 1991.
The Payment of Bonus Act, 1965
Hazardous wastes (Management, Handling and Trans boundary
The Payment of Gratuity Act, 1972
Movement) Rules, 2008.
The Contract Labour (Regulation & Abolition) Act, 1970

Sd/-
(P V Subramanian)
Date: April 15, 2019 C.P.No.: 2077
80
Appendix-II
(To the Secretarial Audit Report to the Members of Tata Metaliks Limited for the financial year ended 31st March, 2019)
To,
The Members,
My Secretarial Audit Report for the financial year ended 31/03/2019 of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on
these secretarial records based on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the
contents of the secretarial records. The verification was done on test basis to ensure that correct facts reflected on secretarial records.
I believe that the processes and practices I followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and Books of Account of the Company.
4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening
of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations and standards is the responsibility of the
management. My examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which
the management has conducted the affairs of the Company.
Sd/-
(P V Subramanian)
Date: April 15, 2019 C.P.No.: 2077
81
Annexure F
FORM NO. - MGT-9

Extract of Annual Return
as on the Financial Year ended March 31, 2019
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. Registration and Other Details:

(i) CIN L27310WB1990PLC050000
(ii) Registration Date 10-10-1990
(iii) Name of the Company Tata Metaliks Limited
(iv) Category/Sub-Category of the Company Public Limited Company
(v) Address of the Registered Office Tata Centre, 10th Floor,
43, J.L. Nehru Road, Kolkata- 700 071
(vi) Contact Details Phone : +91-033-66134200
(vii) Whether listed company Listed
(viii)Name, Address and Contact details of Registrar and R & D Infotech Pvt. Ltd.
Transfer Agent, if any 7A, Beltala Road,
Kolkata- 700 026
Phone: +91-033-24192641/42
II. Principal Business Activities of the Company:

(All business activities contributing 10% or more of the total turnover of the Company shall be stated)
NIC Code of the % to Total Turnover

Sl. Name and Description of main Product/ Services
Product/ Service of the Company
1 Manufacturing and selling of Pig Iron 24101 47
2 Manufacturing and selling of DI Pipe 24311 53
III. Particulars of Holding, Subsidiary and Associate Companies:

Sl Holding/ Subsidiary/
Name and Address of the Company CIN/GLN % of Shares held Applicable Section
No. Associate
1 Tata Steel Limited Bombay House, 24, Homi L27100MH1907PLC000260 Holding Company 55.06% 2(46)
Mody Street Fort, Mumbai - 400 001
82
IV. Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity)
A. Category-wise Share Holding
No. of shares held at the beginning of the Year No. of shares held at the end of the Year
(as on April 01, 2018) (as on March 31, 2019) % change
Sl. Category of Shareholders during
% of Total % of Total the Year
Demat Physical Total Demat Physical Total
Shares Shares
A. Promoters
1. Indian
a) Individual/ HUF
b) Central Govt 0 0.00% 0 0.00% 0.00%
c) State Govt(s) 0 0.00% 0 0.00% 0.00%
d) Bodies Corp. 12667590 12667590 50.09% 12667590 2797000 15464590 55.06% 4.97%
e) Banks/FI 0 0.00% 0 0.00% 0.00%
f ) Any other 0 0.00% 0 0.00% 0.00%
Total shareholding of Promoter (A) 12667590 0 12667590 50.09% 12667590 2797000 15464590 55.06% 4.97%
B. Public Shareholding
1. Institutions
a. Mutual Funds 2544840 5002545340 10.07% 3538232 5003538732 12.60% 2.53%
b. Banks/FI 70224 100 70324 0.28% 30579 100 30679 0.11% -0.17%
c. Central Govt 0 0.00% 0 0.00% 0.00%
d. State Govt(s) 250000 250000 0.99% 250000 250000 0.89% -0.10%
e. Venture Capital Funds 0 0.00% 0 0.00% 0.00%
f. Insurance Companies 334903 0 334903 1.32% 334903 0 334903 1.19% -0.13%
g. FIIs 679956 500 680456 2.69% 483886 500 484386 1.72% -0.97%
h. Foreign Venture Capital Funds 0 0.00% 0 0.00% 0.00%
i. Others (specify) 0 0.00% 0 0.00% 0.00%
Sub-total (B)(1) 3879923 1100 3881023 15.35% 4637600 1100 4638700 16.52% 1.17%
2. Non-Institutions
a) Bodies Corp.
i) Indian 822908 7700 830608 3.28% 613042 7700 620742 2.21% -1.07%
ii) Overseas 0 0.00% 0 0.00% 0.00%
b) Individuals
i) Individual shareholders holding 5279691 1471326 6751017 26.70% 4917218 1322339 6239557 22.22% -4.48%
nominal share capital upto `1 lakh
ii) Individual shareholders holding 987227 0 987227 3.90% 918931 0 918931 3.27% -0.63%
nominal share capital in
excess of `1 lakh
c) Others (specify)
i. Non-Resident Indians 139650 100 139750 0.55% 173284 100 173384 0.62% 0.06%
ii. Overseas Corporate Bodies 0 0.00% 0 0.00% 0.00%
iii. Foreign Nationals 0 0.00% 0 0.00% 0.00%
iv. Clearing Members 26160 0 26160 0.10% 23342 0 23342 0.08% -0.02%
v. Trusts 4625 0 4625 0.02% 5754 0 5754 0.02% 0.00%
vi. Foreign Bodies- DR 0 0.00% 0 0.00% 0.00%
Sub-total (B)(2) 7260261 1479126 8739387 34.56% 6651571 1330139 7981710 28.42% -6.14%
Total Public Shareholding (B)=(B)(1) + (B)(2) 11140184 1480226 12620410 49.91% 11289171 1331239 12620410 44.94% -4.97%
C. Shares held by Custodian for GDRs 0.00% 0 0.00% 0.00%
and ADRs
Grand Total (A+B+C) 23807774 1480226 25288000 100.00% 23956761 4128239 28085000 100.00% 0.00%
83
B. Shareholding of Promoter
Shareholding at the beginning of the Year Shareholding at the end of the Year
(as on April 01, 2018) (as on March 31, 2019)
Sl % of shares % of shares % change
Shareholder’s Name % of total % of total
No. pledged/ pledged/ during the Year
No. of Shares shares of the No. of Shares shares of the
encumbered to encumbered to
Company Company
total shares total shares
1. Tata Steel Limited 12667590 50.09 0.00 15464590 55.06 4.97 NIL
C. Change in Promoters’ Shareholding

Name of the Promoter- Tata Steel Limited
Cumulative Shareholding during the year

Shareholding
(April 01, 2018-March 31, 2019)
Particulars
% of total shares of % of total shares of
No. of shares No. of shares
the Company the Company
At the beginning of the year (April 01, 2018) 12667590 50.09% 12667590 50.09%
Preferential allotment of equity shares – date of allotment 2797000 4.97 15464590 55.06%
- March 28, 2019
At the end of the year (March 31, 2019) 15464590 55.06% 15464590 55.06%
D. Shareholding Pattern of Top 10 Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)
Cumulative Shareholding
Particulars Shareholding during the year
Sl
For Each of the Top 10 Shareholders (April 01, 2018-March 31, 2019)
No.
% of total shares % of total shares
Date Reason No. of shares No. of shares
of the Company of the Company
1. HDFC SMALL CAP FUND
At the beginning of the year (April 01, 2018) 771121 3.05 2112845 8.36
Date wise Increase / Decrease in 06-Apr-18 BUY 21999 0.09 793120 3.14
Shareholding during the year specifying 13-Apr-18 BUY 50000 0.20 843120 3.33
the reasons for increase /decrease 20-Apr-18 BUY 22700 0.09 865820 3.42
(e.g. allotment / transfer / bonus/ 27-Apr-18 BUY 44000 0.17 909820 3.60
sweat equity etc) 29-Jun-18 BUY 100000 0.40 1009820 3.99
27-Jul-18 BUY 8500 0.03 1018320 4.03
03-Aug-18 BUY 30000 0.12 1048320 4.15
31-Aug-18 BUY 64100 0.25 1112420 4.40
07-Sep-18 BUY 40000 0.16 1152420 4.56
14-Sep-18 BUY 74325 0.29 1226745 4.85
21-Sep-18 BUY 102390 0.40 1329135 5.26
28-Sep-18 BUY 64110 0.25 1393245 5.51
05-Oct-18 BUY 72000 0.28 1465245 5.79
26-Oct-18 BUY 10000 0.04 1475245 5.83
02-Nov-18 BUY 21500 0.09 1496745 5.92
23-Nov-18 BUY 21000 0.08 1517745 6.00
14-Dec-18 BUY 265900 1.05 1783645 7.05
21-Dec-18 BUY 150000 0.59 1933645 7.65
11-Jan-19 BUY 105600 0.42 2039245 8.06
18-Jan-19 BUY 6600 0.03 2045845 8.09
25-Jan-19 BUY 6000 0.02 2051845 8.11
01-Feb-19 BUY 50500 0.20 2102345 8.31
08-Feb-19 BUY 10500 0.04 2112845 8.36
At the end of the year (March 31, 2019) 1341724 2112845 8.36
84
Sl
No.
2. ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE
LIMITED A/C ADITYA BIRLA SUN LIFE
SMALL AND MIDCAP FUND
Shareholding during the year specifying 13-Jul-18 BUY 3800 0.02 664100 2.63
the reasons for increase /decrease 20-Jul-18 BUY 12000 0.05 676100 2.67
(e.g. allotment / transfer / bonus/ 27-Jul-18 BUY 11500 0.05 687600 2.72
sweat equity etc) 28-Sep-18 BUY 9000 0.04 696600 2.75
19-Oct-18 BUY 16700 0.07 713300 2.82
02-Nov-18 BUY 12700 0.05 726000 2.87
08-Feb-19 BUY 18400 0.07 744400 2.94
22-Feb-19 BUY 13855 0.05 758255 3.00
01-Mar-19 BUY 45 0.00 758300 3.00
29-Mar-19 BUY 14700 0.06 773000 3.06
3. WEST BENGAL INDUSTRIAL
DEVELOPMENT CORPORATION LTD
Date wise Increase / Decrease in
Shareholding during the year specifying
the reasons for increase /decrease
(e.g. allotment / transfer / bonus/
sweat equity etc)
4. DOLLY KHANNA
Shareholding during the year specifying 20-Apr-18 BUY 801 0.00 302560 1.20
the reasons for increase /decrease 27-Apr-18 BUY 1000 0.00 303560 1.20
(e.g. allotment / transfer / bonus/ 10-May-18 BUY 1820 0.01 305380 1.21
06-Jul-18 BUY 2000 0.01 311380 1.23
13-Jul-18 BUY 1009 0.00 312389 1.24
03-Aug-18 SELL (15675) (0.06) 296714 1.17
10-Aug-18 SELL (7000) (0.03) 289714 1.15
17-Aug-18 SELL (2000) (0.01) 287714 1.14
24-Aug-18 SELL (3000) (0.01) 284714 1.13
12-Oct-18 SELL (1000) (0.00) 283714 1.12
02-Nov-18 BUY 13150 0.05 296864 1.17
07-Dec-18 SELL (2000) (0.01) 294864 1.17
28-Dec-18 SELL (2000) (0.01) 292864 1.16
18-Jan-19 SELL (23000) (0.09) 269864 1.07
25-Jan-19 SELL (14000) (0.06) 255864 1.01
01-Feb-19 SELL (2000) (0.01) 253864 1.00
08-Feb-19 SELL (8000) (0.03) 245864 0.97
15-Feb-19 SELL (6500) (0.03) 239364 0.95
22-Feb-19 SELL (9000) (0.04) 230364 0.91
01-Mar-19 SELL (1000) (0.00) 229364 0.91
08-Mar-19 SELL (750) (0.00) 228614 0.90
15-Mar-19 SELL (5000) (0.02) 223614 0.88
22-Mar-19 SELL (2000) (0.01) 221614 0.88
29-Mar-19 SELL (10000) (0.04) 211614 0.84
At the end of the year March 31, 2019) -89145 211614 0.84
85
Sl
No.
5. GENERAL INSURANCE
CORPORATION OF INDIA
sweat equity etc)
6. EMERGING MARKETS CORE EQUITY
PORTFOLIO (THE PORTFOLIO) OF
DFA INVESTMENT DIMENSIONS
GROUP INC. (DFAIDG)
Date wise Increase / Decrease in 10-Aug-18 BUY 1392 0.01 158871 0.63
Shareholding during the year specifying 11-Jan-19 BUY 1160 0.00 160031 0.63
the reasons for increase /decrease 18-Jan-19 BUY 1144 0.00 161175 0.64
(e.g. allotment / transfer / bonus/ 08-Feb-19 BUY 4011 0.02 165186 0.65
sweat equity etc) 15-Feb-19 BUY 1936 0.01 167122 0.66
7. UNION SMALL CAP FUND
Shareholding during the year specifying the 04-May-18 BUY 31134 0.12 82413 0.33
reasons for increase /decrease 10-May-18 BUY 9595 0.04 92008 0.36
(e.g. allotment / transfer / bonus/ 25-May-18 BUY 18088 0.07 110096 0.44
27-Jul-18 BUY 9459 0.04 120647 0.48
31-Aug-18 BUY 10206 0.04 130853 0.52
12-Oct-18 BUY 13000 0.05 143853 0.57
19-Oct-18 BUY 11872 0.05 155725 0.62
26-Oct-18 BUY 2300 0.01 158025 0.62
8. THE ORIENTAL INSURANCE
COMPANY LIMITED
sweat equity etc)
9. BHAVESH DHIRESHBHAI SHAH
sweat equity etc)
86
Sl
No.
10. HDFC TRUSTEE CO LTD A/C
HDFC RETIREMENT SAVINGS
FUND-EQUITY PLAN
Date wise Increase / Decrease in 21-Dec-18 BUY 51500 0.20 106500 0.42
sweat equity etc)
E. Shareholding of Directors and Key Managerial Personnel (KMPs)

Cumulative Shareholding during the year
Shareholding
(April 01, 2018-March 31, 2019)
Particulars
% of total shares of % of total shares of
No. of shares No. of shares
the Company the Company
At the beginning of the year (April 01, 2018) NIL NIL NIL NIL
Date wise Increase /Decrease in Promoters Shareholding during the NIL NIL NIL NIL
year specifying the reasons for increase /decrease (e.g. allotment /
transfer / bonus/ sweat equity etc)
At the end of the year (March 31, 2019) NIL NIL NIL NIL
Note: None of the Directors or KMPs holds any share in the Company.
V. Indebtedness-Indebtedness of the Company including interest outstanding/accrued but not due for
payment
(` in lakh)
Secured Loan
Particulars Unsecured Loan Deposit Total Indebtedness
excl. Deposit
Indebtedness at the beginning of FY 2018-19
1. Principal Amount 8,735.65 38,792.76 - 47,528.41
2. Interest due but not paid - - - -
3. Interest accrued but not due 44.95 1,203.74 - 1,248.69
Total (1+2+3) 8,780.60 39,996.50 - 48,777.10
Change in indebtedness during the FY 2018-19
Addition - - - -
Reduction (8,730.24) (35,828.73) - (44,558.97)
Net Change (8,730.24) (35,828.73) - (44,558.97)
Indebtedness at the end of FY 2018-19
1. Principal Amount 51.09 4,167.77 - 4,218.86
2. Interest due but not paid - - - -
3. Interest accrued but not due (0.73) - - (0.73)
Total (1+2+3) 50.36 4,167.77 - 4,218.13
87
VI. Remuneration of Directors and Key Managerial Personnel
(A) Remuneration to Managing Director, Whole-Time Directors and/or Manager
(` in lakh)
Name of MD/WTD/Manager
Sl
Particulars of Remuneration Mr. Sandeep Kumar Total Amount
No. Manager
(MD)
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961 33.26 - 33.26
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 43.10 - 43.10
(c) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 - - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission -
(i) as % of profit - - -
(ii) others, specify - - -
5 Others, please specify- - - -
(i) Performance Bonus* 49.89 - 49.89
(ii) Retirement Benefit 8.98 - 8.98
Total 135.23 - 135.23
Ceiling as per the Companies Act, 2013 As per Section 197 of the Act
*The bonus has been recommended by the NRC on April 15, 2019 pending approval of the Members in the ensuing Annual General Meeting to be held on
August 27, 2019.
(B) Remuneration to other Directors

(` in lakh)
Sl No. Name of Directors Sitting Fees Commission Others, if any Total
I Non-Executive Directors *
1. Ms. Samita Shah 0 7.29 - 7.29
2. Mr. Sanjiv Paul 0 6.25 - 6.25
Total (I) - 13.54 - 13.54
II Independent Directors
1. Mr. Krishnava Satyaki Dutt 2.60 9.38 - 11.98
2. Dr. Pingali Venugopal 3.80 13.02 - 16.82
3. Mr. Amit Ghosh 3.00 7.81 - 10.81
4. Dr. Rupali Basu 2.20 6.25 - 8.45
Total (II) 11.60 50.00 - 48.06
Grand Total (I+II) 11.60 50.00 - 61.60
Overall ceiling as per the Companies Act, 2013 As per Section 197 of the Act
*In line with the internal guidelines of the Company, no payment is made towards Commission to the Non-Executive Directors of the Company who are in full time
employment in any other Tata Company. Hence, the actual total amount of commission pay out to Independent Directors is `36,45,833/-.
88
(C) Remuneration to Key Managerial Personnel other than MD/WTD/Manager
(` in lakh)
Name of KMPs
Sl CS CFO
Particulars of Remuneration Total Amount
No. Mr. Sankar Mr. Subhra
Bhattacharya Sengupta
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961 10.22 21.85 32.07
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 11.42 18.54 29.96
(c) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 - - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
(i) as % of profit - - -
(ii) others, specify - - -
5 Others, please specify –
(i) Performance Bonus 8.11 28.61 36.72
(ii) Retirement Benefit 2.76 5.90 8.66
Total 32.51 74.90 107.41
Ceiling as per the Companies Act, 2013 - - -
VII. Penalties / Punishment/ Compounding of Offences for the year ended March 31, 2019
There were no penalties, punishment or compounding of offences during the year ended March 31, 2019.
Sd/- Sd/-
Mr. Sandeep Kumar Mr. Sankar Bhattacharya
Place: Kolkata Managing Director Chief - Corporate Governance & Company Secretary
Date: April 15, 2019 (DIN: 02139274) (ACS 11438)
89
Annexure G
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

AND FOREIGN EXCHANGE, EARNINGS AND OUTGO
Pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rules framed thereunder
(A) Conservation of Energy
Category Action Taken Impact / Result
1. Conservation of a) Detailed energy audit carried out by Bureau of Energy Efficiency a) Identification of areas of energy
Energy – Electrical (BEE) accredited external agency. conservation potential for
b) Excitation system control to improve grid power factor to get subsequent implementation
Energy Conservation
rebate from WBSEDCL. b) Power factor improvement from 0.89 to 0.94
c) Helium leak test for condensers of CPP# 1, 2 & 3 to detect air c) Condenser vacuum improvement.
ingress & subsequently arresting the leakages.
d) Reduction of power consumption by 40 kW
d) Installation of LED lights in Sinter Plant, MBF#1, PCI, etc.
e) Installation of VVF drives in CT fan 1,2,3 of CPP# 2, CB#3 of e) Reduction of power consumption by 67 kW
RMHS#1 and compressors of MBF#2 & Sinter plant
2. Utilising alternate 15 MW waste heat recovery power plant approved Benefit will come from FY 2020-21.
source of energy for implementation.
3. Capital investment 1. a) Detailed energy audit 1. Investment- `6.87 lakh; Savings `30 lakh/yr
on energy b) Excitation system control 2. Investment- `14 lakh; Savings- `12 lakh/yr
conservation equipment c) Helium leak test 3. Investment- `17 lakh; Savings- `48 lakh/yr
2. Installation of LED lights
3. Installation of VVF drives
(B) Technology Absorption
1 Efforts made towards technology absorption Commissioning of coal injection system in MBFs leading to replacing high
cost coke by coal.
2 The benefits derived like product improvement, cost reduction, Installation of mechanised system for Ferro-silicon addition in hot metal
product development or import substitution
3 In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)
a) The details of technology imported Pulverised Coal Injection (PCI) for replacement of fuel – coke to coal –
supplied by Ande, China
PCM - capacity upgradation with new mould design - supplied by Shelin, China
b) The year of import 2018
c) Whether the technology been fully absorbed Yes
d) If not fully absorbed, areas where absorption has not taken N.A
place, and the reason thereof;
4 The expenditure incurred on Research and Development The following process improvements took place in the year :
a) Increase in the usage of high ash coke in place of LAM Coke
b) Increase in productivity and reduction of coke rate by increasing oxygen
percentage in blast
c) Partial replacement of coke by coal through pulverised coal injection system.
(C) Foreign exchange earnings and outgo
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual
outflows is mentioned below:
(` in lakh)
Particulars FY 2018-19 FY 2017-18
Expenditure
Foreign exchange earnings 3,392.09 1263.06
Value of direct imports (C.I.F Value) 20,721.91 19,976.59
Expenditure in foreign currency 598.70 447.30

Sd/-
Koushik Chatterjee
Date: April 15, 2019 DIN: 00004989
90
INDEPENDENT AUDITOR’S REPORT
To the Members of Tata Metaliks Limited Basis for opinion

3. We conducted our audit in accordance with the Standards
Report on the audit of the financial statements on Auditing (SAs) specified under section 143(10) of the Act.
Our responsibilities under those Standards are further described
Opinion
in the Auditor’s Responsibilities for the Audit of the Financial
1. We have audited the accompanying financial statements of
Statements section of our report. We are independent of
Tata Metaliks Limited (“the Company”), which comprise the
the Company in accordance with the Code of Ethics issued
Balance Sheet as at March 31, 2019 and the Statement of
by the Institute of Chartered Accountants of India together
Profit and Loss ((including Other Comprehensive Income),
with the ethical requirements that are relevant to our audit of
Statement of Changes in Equity and Statement of Cash Flows
the financial statements under the provisions of the Act and
for the year then ended, and notes to the financial statements,
the Rules thereunder, and we have fulfilled our other ethical
including a summary of significant accounting policies and
responsibilities in accordance with these requirements and
other explanatory information (hereinafter referred to as “the
the Code of Ethics. We believe that the audit evidence we
Financial Statements”).
have obtained is sufficient and appropriate to provide a basis
2. In our opinion and to the best of our information and according for our opinion.
to the explanations given to us, the aforesaid financial
Key audit matters
statements give the information required by the Companies Act,
4. Key audit matters are those matters that, in our professional
2013 (“the Act") in the manner so required and give a true and
judgment, were of most significance in our audit of the financial
fair view in conformity with the accounting principles generally
statements of the current year. These matters were addressed in
accepted in India, of the state of affairs of the Company as at
the context of our audit of the financial statements as a whole,
March 31, 2019 and total comprehensive income (comprising of
and in forming our opinion thereon, and we do not provide a
profit and other comprehensive income), changes in equity and
separate opinion on these matters.
its cash flows for the year then ended.
Key audit matter How our audit addressed the key audit matter
Appropriateness of Carrying amount of deferred tax assets relating to Our audit procedures included the following :
Minimum Alternate Tax ( MAT) credit -U
nderstood and evaluated the design and tested the operating
effectiveness of Company’s controls relating to taxation and the
Refer Note 3 to the financial statements – ‘Use of estimates and critical
assessment of carrying amount of deferred tax assets;
accounting judgements’ – Valuation of Deferred Tax Assets’.
- I nvolved auditor’s experts to, inter alia, evaluate the availability of
MAT relates to the provisions of Section 115 JB of the Income tax Act, 1961 the tax credit in keeping with the applicable provision of Income
and related rules. The carrying amount of MAT Credit, included under tax Act / Rules;
Deferred Tax Assets (net), is Rs. 9307.73 lakhs.
-A
ssessed the calculations and assumptions supporting the carrying
MAT Credit assets are significant to the financial statements. Under the amount of the asset;
Indian Accounting Standard (IND AS) 12, these assets require review at - With regard to the utilization of MAT Credit within the permissible
each reporting period. period, evaluated the management’s projections by inter-alia
identifying them with the Board approved budgets;
-A
ssessed the historical accuracy of the Company’s projections by
comparing the projections used in the prior year model with actual
performance in the current year;
Assessment of the appropriateness of the carrying amount of deferred -A

ssessed the sensitivity analysis applied by the Company and evaluated
tax asset relating to MAT involves significant management judgement if any change in the assumptions will lead to any material change in
/ estimates, assessment of assumptions (internal / external factors) carrying amount.
relating to future projections to establish reasonable certainty around We evaluated the appropriateness of disclosures made to note 35 to the
utilization of the asset. financial statements.
In view of the above, this has been determined to be a key audit matter.
Based on our above procedures, we considered the carrying amount of
deferred tax assets relating to MAT credit to be reasonable.
91
Other Information auditor’s report that includes our opinion. Reasonable assurance
5. The Company’s Board of Directors is responsible for the other is a high level of assurance, but is not a guarantee that an audit
information. The other information comprises the information conducted in accordance with SAs will always detect a material
in the Integrated Report and the Directors' Report along with misstatement when it exists. Misstatements can arise from
Annexures to the Directors' Report included in the Company's fraud or error and are considered material if, individually or in
Annual Report (titled as 'Tata Metaliks Integrated Report & the aggregate, they could reasonably be expected to influence
Annual Accounts 2018-19'), but does not include the financial the economic decisions of users taken on the basis of these
statements and our auditor's report thereon. financial statements.
Our opinion on the financial statements does not cover the 9. As part of an audit in accordance with SAs, we exercise
other information and we do not express any form of assurance professional judgment and maintain professional scepticism
conclusion thereon. throughout the audit. We also:
In connection with our audit of the financial statements, our • Identify and assess the risks of material misstatement of the
responsibility is to read the other information and, in doing so, financial statements, whether due to fraud or error, design
consider whether the other information is materially inconsistent and perform audit procedures responsive to those risks, and
with the financial statements or our knowledge obtained in the obtain audit evidence that is sufficient and appropriate to
audit or otherwise appears to be materially misstated. If, based provide a basis for our opinion. The risk of not detecting a
on the work we have performed, we conclude that there is a material misstatement resulting from fraud is higher than
material misstatement of this other information, we are required for one resulting from error, as fraud may involve collusion,
to report that fact. forgery, intentional omissions, misrepresentations, or the
override of internal control.
We have nothing to report in this regard.
• Obtain an understanding of internal control relevant to
Responsibilities of management and those charged with
the audit in order to design audit procedures that are
governance for the financial statements
appropriate in the circumstances; under Section 143(3)(i) of
6. The Company’s Board of Directors is responsible for the matters
the Act, we are also responsible for expressing our opinion
stated in section 134(5) of the Act with respect to the preparation
on whether the company has adequate internal financial
of these financial statements that give a true and fair view
controls with reference to financial statements in place and
of the financial position, financial performance, changes in
the operating effectiveness of such controls.
equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including • Evaluate the appropriateness of accounting policies used
the Accounting Standards specified under section 133 of the and the reasonableness of accounting estimates and related
Act. This responsibility also includes maintenance of adequate disclosures made by management.
accounting records in accordance with the provisions of the Act
• Conclude on the appropriateness of management’s use of
for safeguarding of the assets of the Company and for preventing
the going concern basis of accounting and, based on the
and detecting frauds and other irregularities; selection and
audit evidence obtained, whether a material uncertainty
application of appropriate accounting policies; making
exists related to events or conditions that may cast
judgments and estimates that are reasonable and prudent; and
significant doubt on the Company’s ability to continue as a
design, implementation and maintenance of adequate internal
going concern. If we conclude that a material uncertainty
financial controls, that were operating effectively for ensuring the
exists, we are required to draw attention in our auditor’s
accuracy and completeness of the accounting records, relevant
report to the related disclosures in the financial statements
to the preparation and presentation of the financial statements
or, if such disclosures are inadequate, to modify our opinion.
that give a true and fair view and are free from material
Our conclusions are based on the audit evidence obtained
misstatement, whether due to fraud or error.
up to the date of our auditor’s report. However, future
7. In preparing the financial statements, management is events or conditions may cause the Company to cease to
responsible for assessing the Company’s ability to continue as a continue as a going concern.
going concern, disclosing, as applicable, matters related to going
• Evaluate the overall presentation, structure and content
concern and using the going concern basis of accounting unless
of the financial statements, including the disclosures, and
management either intends to liquidate the Company or to cease
whether the financial statements represent the underlying
operations, or has no realistic alternative but to do so. The Board
transactions and events in a manner that achieves
of Directors are also responsible for overseeing the Company’s
fair presentation.
financial reporting process.
10. We communicate with those charged with governance
Auditor’s responsibilities for the audit of the financial
regarding, among other matters, the planned scope and
statements
timing of the audit and significant audit findings, including
8. Our objectives are to obtain reasonable assurance about whether
any significant deficiencies in internal control that we identify
the financial statements as a whole are free from material
during our audit.
misstatement, whether due to fraud or error, and to issue an
92
11. We also provide those charged with governance with a none of the directors is disqualified as on March 31, 2019
statement that we have complied with relevant ethical from being appointed as a director in terms of Section 164
requirements regarding independence, and to communicate (2) of the Act.
with them all relationships and other matters that may
(f ) With respect to the adequacy of the internal financial
reasonably be thought to bear on our independence, and where
controls over financial reporting of the Company and
applicable, related safeguards.
the operating effectiveness of such controls, refer to our
12. From the matters communicated with those charged with separate Report in “Annexure A”.
governance, we determine those matters that were of most
(g) With respect to the other matters to be included in
significance in the audit of the financial statements of the current
the Auditor’s Report in accordance with Rule 11 of the
period and are therefore the Key Audit Matters. We describe
Companies (Audit and Auditors) Rules, 2014, in our opinion
these matters in our auditor’s report unless law or regulation
and to the best of our information and according to the
precludes public disclosure about the matter or when, in
explanations given to us:
extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse i. The Company has disclosed the impact of pending
consequences of doing so would reasonably be expected to litigations on its financial position in its financial
outweigh the public interest benefits of such communication. statements – Refer Note 28 and Note 15(v) to the
financial statements;
Report on other legal and regulatory requirements
13. As required by the Companies (Auditor’s Report) Order, 2016 ii. The Company did not have any long-term contracts
(“the Order”), issued by the Central Government of India in including derivative contracts for which there were any
terms of sub-section (11) of section 143 of the Act, we give in the material foreseeable losses;
Annexure B a statement on the matters specified in paragraphs 3
iii. There were no amounts which were required to be
and 4 of the Order, to the extent applicable.
transferred to the Investor Education and Protection
14. As required by Section 143(3) of the Act, we report that: Fund by the Company during the year ended
March 31, 2019;
(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and belief iv. The reporting on disclosures relating to Specified Bank
were necessary for the purposes of our audit. Notes is not applicable to the Company for the year
ended March 31, 2019.
(b) In our opinion, proper books of account as required by law
have been kept by the Company so far as it appears from
our examination of those books.
For Price Waterhouse & Co Chartered Accountants LLP
(c) The Balance Sheet, the Statement of Profit and Loss Firm Registration Number: 304026E/E300009
(including other comprehensive income), the Statement of Chartered Accountants
Changes in Equity and Cash Flow Statement dealt with by
this Report are in agreement with the books of account. Pinaki Chowdhury
Partner
(d) In our opinion, the aforesaid financial statements comply Membership Number : 057572
with the Accounting Standards specified under Section
133 of the Act. Kolkata
(e) On the basis of the written representations received from April 15, 2019
the directors, taken on record by the Board of Directors,
93
Annexure A to Independent Auditor's Report
Referred to in Paragraph 14(f) of the Independent Auditor's Report of even date to the members of Tata Metaliks Limited on the
financial statements for the year ended March 31, 2019
Report on the Internal Financial Controls with Note require that we comply with ethical requirements and plan
reference to financial statements under Clause (i) of and perform the audit to obtain reasonable assurance about
Sub-section 3 of Section 143 of the Act whether adequate internal financial controls with reference to
1. We have audited the internal financial controls with reference to financial statements was established and maintained and if such
financial statements of Tata Metaliks Limited (“the Company”) as controls operated effectively in all material respects.
of March 31, 2019 in conjunction with our audit of the financial
4. Our audit involves performing procedures to obtain audit
statements of the Company for the year ended on that date.
evidence about the adequacy of the internal financial controls
Management’s Responsibility for Internal Financial Controls system with reference to financial statements and their
2. The Company’s management is responsible for establishing and operating effectiveness. Our audit of internal financial controls
maintaining internal financial controls based on the internal with reference to financial statements included obtaining an
control over financial reporting criteria established by the understanding of internal financial controls with reference to
Company considering the essential components of internal financial statements, assessing the risk that a material weakness
control stated in the Guidance Note on Audit of Internal Financial exists, and testing and evaluating the design and operating
Controls Over Financial Reporting issued by the Institute of effectiveness of internal control based on the assessed risk.
Chartered Accountants of India (ICAI). These responsibilities The procedures selected depend on the auditor’s judgement,
include the design, implementation and maintenance of including the assessment of the risks of material misstatement of
adequate internal financial controls that were operating the financial statements, whether due to fraud or error.
effectively for ensuring the orderly and efficient conduct of
5. We believe that the audit evidence we have obtained is sufficient and
its business, including adherence to company’s policies, the
appropriate to provide a basis for our audit opinion on the Company’s
safeguarding of its assets, the prevention and detection of frauds
internal financial controls system with reference to financial statements.
and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial Meaning of Internal Financial Controls with reference to
information, as required under the Act. financial statements
6. A company's internal financial controls with reference to
Auditors’ Responsibility
financial statements is a process designed to provide reasonable
3. Our responsibility is to express an opinion on the Company's
assurance regarding the reliability of financial reporting and
internal financial controls with reference to financial statements
the preparation of financial statements for external purposes
based on our audit. We conducted our audit in accordance with
in accordance with generally accepted accounting principles.
the Guidance Note on Audit of Internal Financial Controls Over
A company's internal financial controls with reference to financial
Financial Reporting (the “Guidance Note”) and the Standards
statements includes those policies and procedures that (1)
on Auditing deemed to be prescribed under section 143(10) of
pertain to the maintenance of records that, in reasonable detail,
the Act to the extent applicable to an audit of internal financial
accurately and fairly reflect the transactions and dispositions of
controls, both applicable to an audit of internal financial controls
the assets of the company; (2) provide reasonable assurance that
and both issued by the ICAI. Those Standards and the Guidance
transactions are recorded as necessary to permit preparation
94
of financial statements in accordance with generally accepted Opinion

accounting principles, and that receipts and expenditures 8. In our opinion, the Company has, in all material respects, an
of the company are being made only in accordance with adequate internal financial controls system with reference to
authorisations of management and directors of the company; financial statements and such internal financial controls with
and (3) provide reasonable assurance regarding prevention or reference to financial statements were operating effectively as
timely detection of unauthorised acquisition, use, or disposition at March 31 , 2019, based on the internal control over financial
of the company's assets that could have a material effect on the reporting criteria established by the Company considering
financial statements. the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over
Inherent Limitations of Internal Financial Controls with
Financial Reporting issued by the Institute of Chartered
reference to financial statements
Accountants of India.
7. Because of the inherent limitations of internal financial controls
with reference to financial statements, including the possibility For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E300009
of collusion or improper management override of controls,
Chartered Accountants
material misstatements due to error or fraud may occur and not
be detected. Also, projections of any evaluation of the internal
Pinaki Chowdhury
financial controls with reference to financial statements to
Partner
future periods are subject to the risk that the internal financial
Membership Number : 057572
controls with reference to financial statements may become
inadequate because of changes in conditions, or that the degree
Kolkata
of compliance with the policies or procedures may deteriorate.
April 15, 2019
95
Annexure B to Independent Auditor's Report
Referred to in Paragraph 13 of the Independent Auditor's Report of even date to the members of Tata Metaliks Limited on the
financial statements as of and for the year ended March 31, 2019
i. (a) The Company is maintaining proper records showing full v. The Company has not accepted any deposits from the public
particulars, including quantitative details and situation, within the meaning of Sections 73, 74, 75 and 76 of the Act and
of fixed assets. the Rules framed there under to the extent notified.
(b) The fixed assets are physically verified by the Management vi. P
ursuant to the rules made by the Central Government of India,
according to a phased programme designed to cover all the Company is required to maintain cost records as specified
the items over a period of three years which, in our opinion, under Section 148(1) of the Act in respect of its products.We have
is reasonable having regard to the size of the Company broadly reviewed the same, and are of the opinion that, prima
and the nature of its assets. Pursuant to the programme, a facie, the prescribed accounts and records have been made and
portion of the fixed assets has been physically verified by the maintained. We have not, however, made a detailed examination
Management during the year and no material discrepancies of the records with a view to determine whether they are
have been noticed on such verification. accurate or complete.
(c) The title deeds of immovable properties, as disclosed in vii. (a) According to the information and explanations given to
Note 4A on Property, Plant and Equipment to the financial us and the records of the Company examined by us, in our
statements, are held in the name of the Company. opinion, the Company is generally regular in depositing
undisputed statutory dues in respect of provident fund
ii. The physical verification of inventory (excluding stocks with third
though there has been a slight delay in a few cases , and is
parties) have been conducted at reasonable intervals by the
regular in depositing undisputed statutory dues, including
Management during the year. In respect of inventory lying with
employees’ state insurance, sales tax, income tax, service
third parties, these have substantially been confirmed by them.
tax, duty of customs , duty of excise , value added tax, cess,
The discrepancies noticed on physical verification of inventory as
goods and service tax and other material statutory dues, as
compared to book records were not material.
applicable, with the appropriate authorities. Also refer note
iii. T he Company has not granted any loans, secured or unsecured, 42 to the financial statements regarding management's
to companies, firms, Limited Liability Partnerships or other assessment on certain matters relating to provident fund.
parties covered in the register maintained under Section 189 of
(b) According to the information and explanations given to
the Act. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b)
us and the records of the Company examined by us, there
and (iii)(c) of the said Order are not applicable to the Company.
are no dues of goods and service tax as at March 31 , 2019 ,
iv. The Company has not granted any loans or made any which have not been deposited on account of any dispute.
investments, or provided any guarantees or security to the The particulars of dues of income tax, sales tax, service tax,
parties covered under Section 185 and 186. Therefore, the duty of excise, duty of customs and value added tax as at
provisions of Clause 3(iv) of the said Order are not applicable March 31, 2019 which have not been deposited on account
to the Company. of a dispute, are as follows:
Amount Period to which the amount

Name of the statute Nature of dues Forum where the dispute is pending
(Rs. in Lakhs) relates
Income Tax Act, 1961 Income Tax 328.15 1993-94, 1999-00, High Court –Calcutta
2001-02 and 2009-10
Income Tax Act, 1961 Income Tax 1,117.11 2008-09, 2011-12 Income Tax Appellate Tribunal
Income Tax Act, 1961 Income Tax 4,597.46 2009-10, 2010-11, 2012-13, Commissioner of Income Tax (Appeals)
2013-14 and 2015-16
West Bengal Sales Tax 94.49 2006-07 West Bengal Commercial Tax Appellate & Revision Board
Sales tax Act, 1994
West Bengal Sales Tax 211.22 2014-15 Senior Joint Commissioner (Appeals)
Sales tax Act, 1994
West Bengal Sales Tax 1.37 2014-15 Special Commissioner Sales Tax (Settlement of Dispute)
Sales tax Act, 1994
Central Sales Tax Act, 1956 Sales Tax 466.14 2015-16 Additional Commissioner of Sales Tax
Value Added Tax Act, 2005 Value Added Tax 1823.49 2015-16 Additional Commissioner of Sales Tax
Finance Act, 1994 Service Tax 58.95 2007-08 Customs Excise And Service Tax Appellate Tribunal
Finance Act, 1994 Service Tax 80.80 2011-12 and 2012-13 Commissioner (Appeals)
Finance Act, 1994 Service Tax 73.21 2010-11 to 2017-18 Assistant Commissioner
96
Amount Period to which the amount

Name of the statute Nature of dues Forum where the dispute is pending
(Rs. in Lakhs) relates
Finance Act, 1994 Service Tax 87.81 2005-06 to 2010-11 Additional Commissioner
Central Excise Act, 1944 Excise Duty 5,592.56 2005-06 to 2011-12 Customs Excise And Service Tax Appellate Tribunal
Central Excise Act, 1944 Excise Duty 216.75 2005-06 to 2007-08, Commissioner (Appeals)
2010-11 to 2016-17
Central Excise Act, 1944 Excise Duty 35.81 2010-11 Joint Commissioner
Central Excise Act, 1944 Excise Duty 19.45 2010-11, 2011-12, Assistant Commissioner
2016-17 and 2017-18
Customs Act, 1932 Custom Duty 12.00 2011-12 to 2015-16 Customs Excise And Service Tax Appellate Tribunal
viii. According to the records of the Company examined by us and xi. The Company has paid/ provided for managerial remuneration
the information and explanations given to us, the Company in accordance with the requisite approvals mandated by the
has not defaulted in repayment of loans or borrowings to any provisions of Section 197 read with Schedule V to the Act.
financial institution or bank or Government or dues to debenture
xii. A
s the Company is not a Nidhi Company and the Nidhi Rules,
holders, as applicable, as at the balance sheet date.
2014 are not applicable to it, the provisions of Clause 3(xii) of the
ix. In our opinion, and according to the information and Order are not applicable to the Company.
explanations given to us, the moneys raised by way of term loans
xiii. The Company has entered into transactions with related parties
have been applied on an overall basis, for the purposes for which
in compliance with the provisions of Sections 177 and 188 of
they were obtained. The Company has not raised any moneys
the Act. The details of such related party transactions have been
by way of initial public offer and further public offer (including
disclosed in the financial statements as required under Indian
debt instruments).
Accounting Standard 24, Related Party Disclosures specified
x. During the course of our examination of the books and records under Section 133 of the Act, read with Rule 7 of the Companies
of the Company, carried out in accordance with the generally (Accounts) Rules, 2014.
accepted auditing practices in India, and according to the
xiv. The Company has made a preferential allotment of Equity shares
information and explanations given to us, we have neither come
and Convertible warrants during the year, in compliance with the
across any instance of material fraud by the Company or on
requirements of Section 42 of the Act. The amounts raised have
the Company by its officers or employees, noticed or reported
been used for the purpose for which funds were raised except
during the year, nor have we been informed of any such case by
pending eventual utilization for the purposes for which funds
the Management.
were raised as set out below:
Total Amount Raised Un-utilized balance as at

Nature of securities Purpose for for which funds raised Amount utilized for other purposes *
( Rs. in Lakhs) Balance sheet date ( Rs. in Lakhs)
Equity Shares and Funding the expansion 23,562.20 Nil 39.99
Convertible Warrants project and strengthening
the balance sheet
* utilised towards repayment of debt which as represented by the Board is towards strengthening the Balance Sheet.
xv. The Company has not entered into any non cash transactions with its directors or persons connected with him. Accordingly, the provisions
of Clause 3(xv) of the Order are not applicable to the Company.
xvi. T he Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of
Clause 3(xvi) of the Order are not applicable to the Company.
For Price Waterhouse & Co Chartered Accountants LLP

Firm Registration Number: 304026E/E300009
Pinaki Chowdhury
Partner
Membership Number : 057572
Kolkata
April 15, 2019
97
BALANCE SHEET
AS AT MARCH 31, 2019
(` in Lakhs)
As at As at
Notes
31.03.2019 31.03.2018
(I) ASSETS
(1) Non-current assets
(a) Property, plant and equipment 4A 62,950.31 58,538.51
(b) Capital work-in-progress 4B 3,148.15 2,421.03
(c) Intangible assets 5 7.84 15.67
(d) Financial assets
(i) Investments 6A 1.52 1.52
(ii) Other Financial Assets 7 626.69 580.06
(e) Non-current tax assets (net) 473.64 306.71
(f ) Deferred tax assets (net) 35 1,976.60 306.58
(g) Other non current assets 8 919.29 943.47
Total non-current assets 70,104.04 63,113.55
(2) Current assets
(a) Inventories 9 31,503.50 19,865.82
(b) Financial assets
(i) Investments 6B - 1,001.12
(ii) Trade receivables 10 27,781.29 21,419.03
(iii) Cash and cash equivalents 11A 2,770.68 257.90
(iv) Other balances with banks 11B 111.24 63.16
(v) Other financial assets 7 3,711.65 2,895.02
(c) Other current assets 8 2,267.01 3,843.33
Total current assets 68,145.37 49,345.38
TOTAL ASSETS 1,38,249.41 1,12,458.93
(II) EQUITY AND LIABILITIES
(1) Equity
(a) Equity Share capital 12 2,808.50 2,528.80
(b) Other Equity 13 73,899.13 33,339.40
Total equity 76,707.63 35,868.20
(2) Non-current liabilities
(a) Financial Liabilities
(i) Borrowings 14 3,781.10 19,980.30
(b) Provisions 15 1,490.24 1,336.76
Total non-current liabilities 5,271.34 21,317.06
(3) Current liabilities
(a) Financial Liabilities
(i) Borrowings 14 71.76 21,776.68
(ii) Trade payables 16 48,107.84 19,801.68
(a) outstanding dues of micro enterprises and small enterprises 153.88 193.93
(b) outstanding dues of creditors other than micro enterprises and 47,953.96 19,607.75
small enterprises
(iii) Other Financial Liabilities 18 1,395.86 8,243.37
(b) Provisions 15 539.40 389.26
(c) Current tax liabilities (net) 243.16 424.87
(d) Other current liabilities 19 5,912.42 4,637.81
Total current liabilities 56,270.44 55,273.67
TOTAL EQUITY AND LIABILITIES 1,38,249.41 1,12,458.93
The accompanying notes form an integral part of the Balance Sheet.
This is the Balance Sheet referred to in our report of even date. For and on behalf of the Board of Directors
For Price Waterhouse & Co Chartered Accountants LLP Koushik Chatterjee Sandeep Kumar
Firm Registration Number: 304026E/E-300009 Chairman Managing Director
Pinaki Chowdhury Subhra Sengupta Sankar Bhattacharya

Partner Chief Financial Officer Company Secretary
Membership Number: 057572
Kolkata, 15 April, 2019 Kolkata, 15 April, 2019
98
STATEMENT OF PROFIT AND LOSS

FOR THE YEARS ENDED MARCH 31, 2019
(` in Lakhs )
For the year ended For the year ended
Notes
31.03.2019 31.03.2018
A CONTINUING OPERATIONS
I Revenue from operations 20 2,15,511.03 1,89,457.68
II Other Income 21 664.69 2,02.34
III Total Income (I + II) 2,16,175.72 1,91,481.02
IV EXPENSES
(a) Cost of materials consumed 22 1,33,581.28 1,07,918.65
(b) Changes in stock of finished goods and work-in-progress 23 (327.97) 919.88
(c) Employee benefits expense 24 11,199.13 10,025.94
(d) Finance costs 25 4,325.50 4,708.71
(e) Depreciation and amortisation expense 26 5,764.14 4,906.64
(f ) Excise duty on sale of goods - 2,088.97
(g) Other expenses 27 40,335.85 40,781.00
Total Expenses (IV) 1,94,877.93 1,71,349.79
V Profit before tax (III -IV) 21,297.79 20,131.23
VI Tax Expense
(1) Current tax 34 4,687.05 4,426.87
(2) Deferred tax 35 (1,670.03) (306.58)
Total tax expense (VI) 3,017.02 4,120.29
VII Profit from continuing operations (V - VI) 18,280.77 16,010.94
B DISCONTINUED OPERATIONS
VIII Loss from discontinued operations before tax 37 (92.10) (92.87)
IX Tax Expense of discontinued operations - -
X Loss from discontinued operations after tax (VIII-IX) (92.10) (92.87)
C TOTAL OPERATIONS
XI Profit for the year (VII + X) 18,188.67 15,918.07
XII Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurements on the defined benefit plans 4.83 (8.78)
Income tax on above (1.69) 1.88
Total other comprehensive income, net of taxes (XII) 3.14 (6.90)
XIII Total Comprehensive income for the year (XI + XII) 18,191.81 15,911.17
XIV (a) Earnings per equity share (for continuing operations): 30
(1) Basic [Face Value ` 10 each] 72.20 63.31
(2) Diluted [Face Value ` 10 each] 72.09 63.31
(b) Earnings per equity share (for discontinued operations):
(1) Basic [Face Value ` 10 each] (0.36) (0.36)
(2) Diluted [Face Value ` 10 each] (0.36) (0.36)
(c) Earnings per equity share (for discontinued and continuing operations):
(1) Basic [Face Value ` 10 each] 71.84 62.95
(2) Diluted [Face Value ` 10 each] 71.73 62.95
The accompanying notes form an integral part of the Statement of Profit and Loss.
This is the Statement of Profit and Loss referred to in our report of even date. For and on behalf of the Board of Directors

99
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2019
(` in Lakhs)
As at As at
Notes
31.03.2019 31.03.2018
(A) Equity share capital 12
Balance at the beginning of the year 2,528.80 2,528.80
Changes in equity share capital during the year 279.70 -
Balance at the end of the year 2,808.50 2,528.80
(B) Other Equity 13

(` in Lakhs)
Year ended 31.03.2019 Share Warrants Securities premium Capital reserve General reserve Retained earnings Total Other Equity
Balance at the beginning - - 8,885.13 8,211.99 16,242.28 33,339.40

of the year
Issue of convertible warrants 5,605.46 - - - - 5,605.46
Issue of equity shares - 17,677.04 - - - 17,677.04
Profit for the year - - - - 18,188.67 18,188.67
Dividend on equity shares - - - - (758.64) (758.64)
Tax on dividend - - - - (155.94) (155.94)
Other comprehensive - - - - 3.14 3.14
income arising from
remeasurement of
defined benefit obligation
net of income tax
Balance at the end of 5,605.46 17,677.04 8,885.13 8,211.99 33,519.51 73,899.13
the year
(` in Lakhs)
Year ended 31.03.2018 Share Warrants Securities premium Capital reserve General reserve Retained earnings Total Other Equity
Balance at the beginning of - - 8,885.13 8,211.99 1,092.01 18,189.13
the year
Tax on dividend - - - - (128.70) (128.70)
Other comprehensive - - - - (6.90) (6.90)
income arising from
remeasurement of
defined benefit obligation
net of income tax
Balance at the end of - - 8,885.13 8,211.99 16,242.28 33,339.40
the year
The accompanying notes form an integral part of the Statement of Changes in Equity.
This is the Statement of changes in equity referred to in our report of even date. For and on behalf of the Board of Directors

100
CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2019
` in Lakhs
Notes
31.03.2019 31.03.2018
A. Cash Flow from Operating activities:
Profit before tax (including Loss on discontinued operations) 21,205.69 20,038.36
Adjustments for:
Finance Costs 25 4,325.50 4,708.71
Loss allowances/ reversal of loss allowances relating to trade receivables 27 525.66 (333.47)
Liabilities no longer required written back 21 (123.41) (1,956.24)
Depreciation and amortisation expense 26 5,764.14 4,906.64
Interest Income from financial assets at amortised cost 21 (9.30) (64.41)
Dividend Income on investment carried at fair value through profit or loss 21 (0.63) (2.62)
(Gain)/Loss on cancellation of forward contracts 27 (199.17) 784.05
(Gain)/ Loss on disposal of Property, Plant and Equipment 27 (113.37) (0.98)
(Gain)/ Loss on foreign currency transactions 27 145.10 (242.37)
Operating profit before working capital changes 31,520.21 27,837.67
Adjustment for working capital
Inventories (11,637.68) (3,846.76)
Non-current/current financial and non-financial Assets (6,294.10) (2,204.18)
Non-current/current financial and non-financial liabilities/provisions 28,162.40 2,401.91
Cash generated from operations 41,750.83 24,188.64
Income Taxes paid (4,853.97) (4,620.95)
Net cash generated/(utilised) from operating activities 36,896.86 19,567.69
B. Cash Flow from Investing activities:
Interest income received 2.24 28.11
Payments for acquisition for property, plant and equipments/ intangible assets (9,837.16) (6,029.10)
Proceeds on disposal of property, plant and equipment 115.11 1.45
Net Proceeds/ (payment) from/ for sale/purchase of investments 1,001.75 (998.50)
Net Cash (used in) /generated by investing activities (8,718.06) (6,998.04)
C. Cash Flow from Financing activities:
Proceeds/(repayment) from working capital loans (net) (8,783.66) 2,553.17
Proceeds from Non-current borrowings - 10,000.00
Repayment of Non-current borrowings (21,041.63) (20,413.97)
Proceed from Equity/ warrants issue 23,562.20 -
Proceeds from Buyer's credit - 16,165.47
Repayment of buyer's credit (13,091.52) (14,501.44)
Interest and other borrowing costs paid (5,638.21) (4,792.23)
Dividend paid on equity share holders (716.43) (597.73)
Tax on equity dividend paid 13 (155.94) (128.70)
Gain/ (Loss) on cancellation of forward contracts 27 199.17 (784.05)
Net cash from/(used) in financing activities (25,666.02) (12,499.48)
Net increase in cash and cash equivalents 2,512.78 70.17
Cash and cash equivalents as at 1 April 11A 257.90 187.73
Cash and cash equivalents as at 31 March 2,770.68 257.90
Notes:
The accompanying notes form an integral part of the Cash Flow Statement.
1. The Cash Flow Statement reflects the combined cash flows pertaining to continuing and discountinued operations. Refer note no. 37 for discontinued
operations cash flows.
2 The above Cash Flow Statement has been prepared under 'Indirect Method' as set out in Ind AS 7 'Statement of Cash Flow'.
This is the Cash Flow Statement referred to in our report of even date. For and on behalf of the Board of Directors
101
NOTES
TO THE FINANCIAL STATEMENTS
1. General Corporate Information a) it is expected to be settled in the normal

operating cycle,
Tata Metaliks Limited ("the Company") is a subsidiary of Tata
Steel Limited. The Company is engaged in the manufacture and b) it is held primarily for the purpose of trading,
sale of pig iron and ductile iron pipes. The Company is having its
c) it is due to be settled within twelve months after the
manufacturing plant at Kharagpur in the state of West Bengal.
reporting period, or
The Company's equity shares are listed in BSE Limited and
National Stock Exchange Limited. d) there is no unconditional right to defer settlement
of the liability for at least twelve months after the
The financial statements were approved and authorised for issue
reporting period.
in accordance with the resolution of the Company’s Board of
Directors on 15th April, 2019. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are classified
2. Significant Accounting Policies as non- current.
This Note provides a list of the significant accounting policies
(iv) Rounding of Amounts
adopted in the preparation of the financial statements.
All amounts disclosed in the financial statements and notes
These policies have been consistently applied in all material
have been rounded off to the nearest lakh (` 00,000) as per
respect for all the years presented, unless otherwise stated.
the requirement of Schedule III of the Companies Act, 2013
(Refer Note 2.13 and 43)
unless otherwise stated.
2.1 Basis for preparation
2.2 Intangible Assets
(i) Statement of compliance
Intangible assets (Computer Software) has a finite useful life
The financial statements comply in all material respects with
and are stated at cost less accumulated amortisation and
Indian Accounting Standards (Ind AS) notified under Section
accumulated impairment losses, if any.
133 of the Companies Act, 2013 (the "Act") [Companies
(Indian Accounting Standards) Rules, 2015] (as amended) Computer Software:
and other provisions of the Act. Software for internal use, which is primarily acquired from
third-party vendors is capitalised. Subsequent costs associated
(ii) Historical Cost Convention
with maintaining such software are recognised as expense
The financial statements have been prepared on a historical
as incurred. Cost of software includes license fees and cost of
cost basis, except for the following:
implementation/system integration services, where applicable.
- Certain financial assets and liabilities (including derivative
Amortisation Method and Periods
instruments) that is measured at fair value.
Computer software are amortised on a pro-rata basis using the
- Defined benefit plans - plan assets measured at fair value straight-line method over their estimated useful life of 5 Years,
from the date they are available for use. Amortisation method
(iii) Current versus Non-current Classification
and useful lives are reviewed periodically including at each
The Company presents assets and liabilities in the Balance
financial year end.
Sheet based on current/non-current classification.
An asset is classified as current when it is: 2.3 Property, Plant and Equipment
Freehold land is carried at historical cost. All other items of
a) expected to be realised or intended to be sold or
property, plant and equipment are stated at historical cost
consumed in the normal operating cycle,
less accumulated depreciation and accumulated impairment
b) held primarily for the purpose of trading, losses, if any. Historical cost includes expenditure that is directly
attributable to the acquisition of the items.
c) expected to be realised within twelve months after the
reporting period, or Subsequent costs are included in the asset’s carrying amount
or recognised as a separate asset, as appropriate, only when
d) cash or cash equivalents unless restricted from being
it is probable that future economic benefits associated with
exchanged or used to settle a liability for at least twelve
the item will flow to the Company and the cost of the item can
months after the reporting period.
be measured reliably. The carrying amount of any component
All other assets are classified as non-current. accounted for as a separate asset is derecognised when replaced.
All other repairs and maintenance are charged to profit or loss
A liability is classified as current when:
during the reporting period in which they are incurred.
102
NOTES
2.4 Depreciation of Property, Plant and Equipment 2.6 Relining expenses

Depreciation is calculated on a pro-rata basis using the Expenses incurred on relining of Blast Furnace is capitalised
straight-line method to allocate their cost, net of their estimated and depreciated over a period of five years of average expected
residual values, over their estimated useful lives in accordance life. The written down value consisting of relining expenditure
with Schedule II to the Act, unless otherwise mentioned. embedded in the cost of Blast Furnace is written off in the year of
Each component of an item of property, plant and equipment fresh lining. All other relining expenses are charged as expense in
with a cost that is significant in relation to the cost of that item the year they are incurred.
is depreciated separately if its useful life differs from the other
2.7 Investments (other than Investments in Subsidiaries) and
components of the item.
Other Financial Assets
Estimated useful lives of the assets are as follows: (i) Classification
a) Factory Building 30 years. The Company classifies its financial assets in the following
b) Building (Others) 60 years. measurement categories:
c) Plant and Equipment 15 to 40 years. • those to be measured subsequently at fair value (either
d) Moulds (Part of Plant and Equipment) 2 years. through other comprehensive income or through
e) Furniture and Fixtures 10 years. profit or loss), and
f ) Office Equipment 5 years.
g) Data Processing Equipments 1 4 years. • those to be measured at amortised cost.
h) Vehicles 1 5 to 8 years. The classification depends on the Company’s business
i) Electrical fittings ( Part of Plant and Equipment) 10 years. model for managing the financial assets and the
j) Temporary Structure ( Part of Buildings) 3 years. contractual terms of the cash flows.
k) Railway Sidings 15 years. For assets measured at fair value, gains and losses will
(1) Useful life of these class of assets includes assets wherein useful lives either be recorded in profit or loss or other comprehensive
have been determined based on independent technical valuation carried income. For investments in debt instruments, this will
out by external valuers which management believes best represent the depend on the business model in which the investment
period over which the assets are expected to be used. The useful lives for is held. For investments in equity instruments, this will
these assets considered for depreciation is different from the useful lives as
depend on whether the Company has made an irrevocable
prescribed under Part C of Schedule II of the Companies Act, 2013.
election at the time of initial recognition to account
for the equity investment at fair value through other
The useful lives, residual values and the method of depreciation
comprehensive income.
of property, plant and equipment are reviewed, and adjusted if
appropriate, at the end of each reporting period. The Company reclassifies debt investments when and only
Gains and losses on disposals are determined by comparing when its business model for managing those assets changes.
proceeds with carrying amount and are included in profit or loss
(ii) Measurement
within ‘Other Income’/‘Other Expenses’.
At initial recognition, the Company measures a financial
Advances paid towards the acquisition of property, plant and asset at its fair value plus, in the case of a financial asset not
equipment outstanding at each balance sheet date is classified as at fair value through profit or loss, transaction costs that are
‘Capital Advances’ under other non- current assets and the cost directly attributable to the acquisition of the financial asset.
of property, plant and equipment not ready to use are disclosed Transaction costs of financial assets carried at fair value
under ‘Capital Work-in- progress’. through profit or loss are expensed in profit or loss.
Financial assets with embedded derivatives are considered
2.5 Impairment of Non - Financial Assets
in their entirety when determining whether their cash flows
Assets are tested for impairment whenever events or changes
are solely payment of principal and interest.
in circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognised for the amount Debt Instruments:
by which the asset’s carrying amount exceeds its recoverable Subsequent measurement of debt instruments depends on
amount. The recoverable amount is the higher of an asset’s fair the Company’s business model for managing the asset and
value less costs of disposal and value in use. For the purposes of the cash flow characteristics of the asset. There are three
assessing impairment, assets are grouped at the lowest levels measurement categories into which the Company classifies
for which there are separately identifiable cash inflows which its debt instruments:
are largely independent of the cash inflows from other assets or
Amortised Cost: Assets that are held for collection of
group of assets (cash- generating units). The impairment if any is
contractual cash flows where those cash flows represent
reviewed for reversal at each period end.
103
NOTES
solely payments of principal and interest are measured at Instruments’, which requires expected lifetime losses to be
amortised cost. A gain or loss on a debt instrument that is recognised from initial recognition of the receivables.
subsequently measured at amortised cost is recognised in
(iv) Derecognition of Financial Assets
profit or loss when the asset is derecognised or impaired.
A financial asset is derecognised only when
Interest income from these financial assets is included in
other income using effective interest rate method. • the Company has transferred the rights to receive cash
flows from the financial asset or
Fair Value through Other Comprehensive Income
(FVOCI): Assets that are held for collection of contractual • r etains the contractual rights to receive the cash flows of
cash flows and for selling the financial assets, where the the financial asset, but assumes a contractual obligation
assets’ cash flows represent solely payments of principal to pay the cash flows to one or more recipients.
and interest, are measured at fair value through other
Where the entity has transferred an asset, the Company
comprehensive income (FVOCI). Movements in the carrying
evaluates whether it has transferred substantially all risks
amount are taken through OCI, except for the recognition
and rewards of ownership of the financial asset. In such
of impairment gains or losses, interest income and foreign
cases, the financial asset is derecognised. Where the entity
exchange gains and losses which are recognised in the
has not transferred substantially all risks and rewards
profit or loss. When the financial asset is derecognised,
of ownership of the financial asset, the financial asset is
the cumulative gain or loss previously recognised in OCI is
not derecognised.
reclassified from equity to profit or loss and recognised in
Where the entity has neither transferred a financial asset
‘Other Income’/'Other Expense'. Interest income from these
nor retains substantially all risks and rewards of ownership
financial assets is included in other income using effective
of the financial asset, the financial asset is derecognised if
interest rate method.
the Company has not retained control of the financial asset.
Fair Value through Profit or Loss: Assets that do not meet Where the Company retains control of the financial asset,
the criteria for amortised cost or FVOCI are measured at the asset is continued to be recognised to the extent of
fair value through profit or loss. A gain or loss on a debt continuing involvement in the financial asset.
investment that is subsequently measured at fair value
(v) Income Recognition
through profit or loss is recognised in profit or loss and
Interest Income
presented net in the Statement of Profit and Loss within
Interest income from debt instruments is recognised using
‘Other Income’/'Other Expense' in the period in which it
the effective interest rate method. The effective interest
arises. Interest income from these financial assets is included
rate is the rate that exactly discounts estimated future
in other income.
cash receipts through the expected life of the financial
Equity Instruments: asset to the gross carrying amount of a financial asset.
The Company subsequently measures all equity investments When calculating the effective interest rate, the Company
at fair value. Where the Company’s management has estimates the expected cash flows by considering all the
elected to present fair value gains and losses on equity contractual terms of the financial instrument but does not
investments in other comprehensive income, there is no consider the expected credit losses.
subsequent reclassification of fair value gains and losses to
Dividend
profit or loss. Changes in the fair value of financial assets
Dividend is recognised in profit or loss only when the right
at fair value through profit or loss are recognised in ‘Other
to receive payment is established, it is probable that the
Income’/'Other Expense' in the Statement of Profit and Loss.
economic benefits associated with the dividend will flow
(iii) Impairment of Financial Assets to the Company, and the amount of the dividend can be
The Company assesses on a forward looking basis the measured reliably.
expected credit losses associated with its assets which
(vi) Fair Value of Financial Instruments
are not fair valued through profit or loss. The impairment
In determining the fair value of financial instruments, the
methodology applied depends on whether there has been
Company uses a variety of methods and assumptions that
a significant increase in credit risk. Note 39 details how the
are based on market conditions and risks existing at each
Company determines whether there has been a significant
reporting date. The methods used to determine fair value
increase in credit risk.
include discounted cash flow analysis and available quoted
For trade receivables only, the Company applies the market prices. All methods of assessing fair value result in
simplified approach permitted by Ind AS 109, ‘Financial general approximation of value, and such value may never
actually be realised.
104
NOTES
2.8 Employee Benefits period using the projected unit credit method. The benefits
(i) Short-term Employee Benefits are discounted using the market yields on government
Liabilities for short-term employee benefits that are bonds at the end of the reporting period that have terms
expected to be settled wholly within 12 months after the approximating to the terms of the related obligation.
end of the period in which the employees render the related Remeasurements as a result of experience adjustments
service are recognised in respect of employees’ services up and changes in actuarial assumptions are recognised in
to the end of the reporting period and are measured at the profit or loss.
amounts expected to be paid when the liabilities are settled.
2.9 Taxation
The liabilities are presented as current (creditors for accrued
The income tax expense/credit for the period is the tax payable
wages and salaries) in Balance Sheet. Refer Note 16.
on the current period’s taxable income based on the applicable
(ii) Post - employment benefits income tax rate adjusted by changes in deferred tax assets and
Defined Benefit Plans liabilities attributable to temporary differences, unused tax
The liability or asset recognised in the Balance Sheet in credits and to unused tax losses.
respect of defined benefit plans is the present value of
The current tax charge is calculated on the basis of the tax laws
the defined benefit obligation at the end of the reporting
enacted or substantively enacted at the end of the reporting
period less the fair value of plan assets. The defined benefit
period. Management periodically evaluates positions taken in
obligation is calculated annually at year end by actuaries
tax returns with respect to situations in which applicable tax
using the projected unit credit method.
regulation is subject to interpretation. It establishes provisions
The present value of the defined benefit obligation is where appropriate on the basis of amounts expected to be paid
determined by discounting the estimated future cash to the tax authorities.
outflows by reference to market yields at the end of the
Deferred tax is provided in full, using the liability method, on
reporting period on government bonds that have terms
temporary differences arising between the tax bases of assets
approximating to the terms of the related obligation.
and liabilities and their carrying amounts in the financial
The net interest cost is calculated by applying the discount statements. Deferred income tax is determined using tax rates
rate to the net balance of the defined benefit obligation (and laws) that have been enacted or substantially enacted by
and the fair value of plan assets. This cost is included the end of the reporting period and are expected to apply when
in ‘Employee Benefits Expense’ in the Statement of the related deferred tax asset is realised or the deferred tax
Profit and Loss. liability is settled.
Remeasurement gains and losses arising from experience Deferred tax assets are recognised for all deductible temporary
adjustments and changes in actuarial assumptions are differences, carry forward of unused tax credits and unused
recognised in the period in which they occur, directly tax losses only if it is probable that future taxable amounts
in Other Comprehensive Income. These are included will be available to utilise those temporary differences, tax
in ‘Retained Earnings’ in the Statement of Changes in credits and losses.
Equity. Changes in the present value of the defined
The carrying amount of deferred tax assets is reviewed at each
benefit obligations resulting from plan ammendments or
balance sheet date and reduced to the extent that it is no longer
curtailments are recognisied immediately in profit or loss as
probable that sufficient taxable profits will be available to allow
past service cost.
all or part of the asset to be utilised.
Defined Contribution Plans
Deferred tax assets and liabilities are offset when there is a legally
Contributions under Defined Contribution Plans payable
enforceable right to offset current tax assets and liabilities and
in keeping with the related schemes are recognised
when the deferred tax balances relate to the same taxation
as expenses for the period in which the employee has
authority. Current tax assets and liabilities are offset where the
rendered the service.
entity has a legally enforceable right to offset and intends either
(iii) Other long-term employee benefits to settle on a net basis, or to realise the asset and settle the
The liabilities for leave are not expected to be settled wholly liability simultaneously.
within 12 months after the end of the period in which the
Current and deferred tax are recognised in profit or loss,
employees render the related service. They are therefore
except to the extent that it relates to items recognised in other
measured annually at year end by actuaries as the present
comprehensive income or directly in equity, if any. In this case,
value of expected future benefits in respect of services
the tax is also recognised in other comprehensive income or
provided by employees up to the end of the reporting
directly in equity, respectively.
105
NOTES
2.10 Inventories Borrowings are classified as current liabilities unless the Company
Inventories are stated at the lower of cost and net realisable has an unconditional right to defer settlement of the liability for
value. Cost of inventories comprises cost of purchases and at least 12 months after the reporting period.
all other costs incurred in bringing the inventories to their
2.12 Provisions and Contingencies
present location and condition. Cost of work-in-progress and
Provisions are recognised when the Company has a present
finished goods comprises direct materials, direct labour and
legal or constructive obligation as a result of past events, it is
an appropriate proportion of variable and fixed overhead
probable that an outflow of resources will be required to settle
expenditure, the latter being allocated on the basis of normal
the obligation and the amount can be reliably estimated.
operating capacity. Costs are assigned to individual items of
Provisions are measured at the present value of management’s
inventory on weighted average basis. Net realisable value is the
best estimate of the expenditure required to settle the present
estimated selling price in the ordinary course of business less the
obligation at the end of the reporting period.
estimated costs of completion and the estimated costs necessary
to make the sale. A disclosure for contingent liabilities is made when there is
a possible obligation arising from past events, the existence
2.11a Cash and cash equivalents
of which will be confirmed only by the occurrence or non-
Cash and cash equivalents include cash in hand, deposits held
occurrence of one or more uncertain future events not wholly
at call with banks and other short term deposits with an original
within the control of the Company or a present obligation
maturity of three months or less.
that arises from past events where it is either not probable
2.11b Trade Receivables that an outflow of resources embodying economic benefits
Trade receivables are amounts due from customers for goods will be required to settle or a reliable estimate of the amount
sold or services rendered in the ordinary course of business. cannot be made.
Trade receivables are recognised initially at fair value and
2.13 Revenue Recognition
subsequently measured at amortised cost using the effective
The Company manufactures and sells Pig Iron and Ductile
interest method, less provision for impairment.
Iron Pipes. Sales are recognised when control of the products
2.11c Trade Payables has transferred, being when the products are delivered to the
Trade Payables represent liabilities for goods and services customer. Delivery occurs when the products have been shipped
provided to the Company prior to the end of financial year which or delivered to the specific location as the case may be, the risks
are unpaid. Trade and other payables are presented as current of obsolescence and loss have been transferred, and either the
liabilities unless payment is not due within 12 months after the customer has accepted the products in accordance with the sales
reporting period. They are recognised initially at their fair value contract, or the Company has objective evidence that all criteria
and subsequently measured at amortised cost using the effective for acceptance have been satisfied. No element of financing is
interest method. deemed present as the sales are made with a credit term which
is consistent with market practice. Sale of products include
2.11d Borrowings
ancilliary services.
Borrowings are initially recognised at fair value, net of transaction
costs incurred. Borrowings are subsequently measured at A receivable is recognised when the goods are delivered as this is
amortised cost. Any difference between the proceeds (net of the point in time that the consideration is unconditional because
transaction costs) and the redemption amount is recognised only the passage of time is required before the payment is due.
in profit or loss over the period of the borrowings using the The Company does not have any contracts where the period
effective interest method. Fees paid on the establishment of loan between the transfer of the promised goods or services to the
facilities are recognised as transaction costs of the loan to the customer and payment by the customer exceeds one year.
extent that it is probable that some or all of the facility will be As a consequence, the Company does not adjust any of the
drawn down. In this case, the fee is deferred until the draw down transaction prices for the time value of money.
occurs. To the extent there is no evidence that it is probable
2.14 Foreign currency transactions and translation
that some or all of the facility will be drawn down, the fee is
(i) Functional and Presentation Currency
capitalised as a prepayment for liquidity services and amortised
Items included in the financial statements are
over the period of the facility to which it relates.
measured using the currency of the primary economic
Borrowings are removed from the Balance Sheet when environment in which the entity operates (‘the functional
the obligation specified in the contract is discharged, currency’). The financial statements are presented in
cancelled or expired. Indian Rupees, which is the Company’s functional and
presentation currency.
106
NOTES
(ii) Transactions and Balances 2.17 Leases

In preparing the financial statements transactions in As a lessee
currencies other than the entity's functional currency Leases of property, plant and equipment where the Company,
(foreign currencies) are recognised at the rates of exchange as lessee, has substantially all the risks and rewards of ownership
prevailing at the dates of the transactions. At the end of are classified as finance leases. Finance leases are capitalized
each reporting period, monetary items denominated in at the lease’s inception at the fair value of the leased property
foreign currencies are translated at the rates prevailing or, if lower, the present value of the minimum lease payments.
at that date. Non-monetary items are measured at The corresponding rental obligations, net of finance charges,
historical cost. are included in borrowings or other financial liabilities as
appropriate. Each lease payment is allocated between the liability
Exchange differences on monetary items are recognised
and finance cost. The finance cost is charged to the profit or loss
in the statement of profit and loss in the period in
over the lease period so as to produce a constant periodic rate of
which they arise.
interest on the remaining balance of the liability for each period.
Exchange differences arising on the settlement of
Leases in which a significant portion of the risk and rewards
monetary items, and on retranslation of monetary items
of ownership are not transferred to the Company as lessee are
are included in the statement of profit and loss for the
classified as operating leases. Payments made under operating
period. Exchange differences arising on retranslation on
leases (net of any incentives received from the lessor) are charged
non-monetary items carried at fair value are included
to profit or loss on a straight-line basis over the period of the
in statement of profit and loss for the period except for
lease unless the payments are structured to increase in line
differences arising on the retranslation of non-monetary
with expected general inflation to compensate for the lessor’s
items in respect of which gains and losses are recognised
expected inflationary cost increases.
directly in other comprehensive income.
As a lessor
2.15 Borrowing Costs
Lease income from operating leases where the Company is a
General and specific borrowing costs that are directly attributable
lessor, is recognised as income on a straight-line basis over the
to the acquisition, construction or production of a qualifying
lease term unless the receipts are structured to increase in line
asset are capitalised during the period of time that is required
with expected general inflationary cost increases. The respective
to complete and prepare the asset for its intended use or sale.
leased assets are included in the balance sheet based
Qualifying assets are assets that necessarily take a substantial
on their nature.
period of time to get ready for their intended use or sale.
2.18 Derivative Instruments
Other borrowing costs are expensed in the period in which
The Company enters into certain derivative contracts to hedge
they are incurred.
risks which are not designated as hedges. Derivative Instruments
2.16 Government grants are initially recognised at fair value on the date a derivative
Grants from the Government are recognized at their fair contract is entered into and are subsequently re-measured to
value when there is reasonable assurance that the grant their fair value at the end of each reporting period, with changes
will be received and the company will comply with all included in ‘Other Income’/‘Other Expenses’.
attached conditions.
2.19 Offsetting Financial Instruments
Government grants relating to income are deferred and Financial assets and liabilities are offset and the net amount is
recognised in the profit or loss over the period necessary to reported in the Balance Sheet where there is a legally enforceable
match them with the costs that they are intended to compensate right to offset the recognised amounts and there is an intention
and presented within other income. to settle on a net basis or realise the asset and settle the liability
simultaneously. The legally enforceable right must not be
Government Grants relating to the purchase of Property, Plant
contingent on future events and must be enforceable in the
and Equipment are included in liabilities as deferred income
normal course of business and in the event of default, insolvency
and credited to statement of profit and loss on a straight line
or bankruptcy of the Company or the counterparty.
basis over the expected lives of the related assets and or other
systematic basis representing of the pattern of fulfillment 2.20 Dividend
of obligations associated with grant received presented Provision is made for the amount of any dividend declared, being
within other income. appropriately authorised and no longer at the discretion of the
107
NOTES
Company, on or before the end of the reporting period but not combination. However, were the business combination had
distributed at the end of the reporting period. occurred after that date,the prior period information is restated
only from that date.
2.21 Earnings per Share
(i) Basic Earnings per Share The balance of the retained earning appearing in the
Basic earnings per share is calculated by dividing: financial statements of the transferor is aggregated with the
corresponding balance appearing in the financial statements of
• the profit attributable to owners of the Company
the transferor or is adjusted against general reserve.
• by the weighted average number of equity shares
The identity of the reserves are presented and the reserves of the
outstanding during the financial year
transferor become the reserves of the transferee.
(ii) Diluted Earnings per Share
The difference, if any, between the amounts recorded as share
Diluted earnings per share adjusts the figures used capital issued plus any additional considerations in the form
in the determination of basic earnings per share to of cash or other assets and the amount of share capital of the
take into account: transferor is transferred to capital reserve and is presented
separately from other capital reserves.
• the after income tax effect of interest and other financing
costs associated with dilutive potential equity shares, and 2.25 Recent Accounting Pronouncements
The Ministry of Corporate Affairs has notified the Companies
• the weighted average number of additional equity
(Indian Accounting Standards) Amendment Rules, 2019 and the
shares that would have been outstanding assuming the
Companies (Indian Accounting Standards) Second Amendment
conversion of all dilutive potential equity shares.
Rules, 2019 including the following amendments to Ind AS which
2.22 Segment Reporting the Company has not applied in these financial statements
Operating segments are reported in a manner consistent as they are effective for annual periods beginning on or
with the internal reporting provided to the chief operating after April 1, 2019.
decision maker.
Ind AS 116 – ‘Leases’
The chief operating decision maker is responsible for allocating Ind AS 116 will impact primarily the accounting by lessees and
resources and assessing performance of the operating will result in the recognition of almost all leases on balance sheet.
segments and has been identified as the Managing Director The standard removes the current distinction between operating
of the Company. and finance leases and requires recognition of an asset (the
right-of-use the leased item) and a financial liability to pay rentals
2.23 Contributed Equity
for almost all lease contracts. An optional exemption exists for
Equity shares are classified as equity. Incremental cost directly
short-term and low-value leases.
attributable to the issue of new shares or options are shown in
equity as reduction, net of tax from the proceed. Appendix C, ‘Uncertainty over Income Tax Treatments’, to Ind
AS 12, ‘Income Taxes’
2.24 Business combinations – common control transactions
This appendix clarifies how the recognition and measurement
Business combinations are accounted for using the pooling of
requirements of Ind AS 12 'Income Taxes', are applied while
interests method as follows :
performing the determination of taxable profit (or loss), tax
The assets and liabilities of the combining entities are reflected at bases, unused tax losses, unused tax credits and tax rates, when
their carrying amounts. there is uncertainty over income tax treatments under Ind AS
12. According to the appendix, companies need to determine
No adjustments are made to reflect fair values, or recognize any
the probability of the relevant tax authority accepting each
new assets or liabilities. Adjustments are only made to harmonize
tax treatment, or group of tax treatments, that the companies
accounting policies.
have used or plan to use in their income tax filing which has
The financial information in the financial statements in respect to be considered to compute the most likely amount or the
of prior periods is restated as if the business combination had expected value of the tax treatment when determining taxable
occurred from the beginning of the preceding period in the profit (tax loss), tax bases, unused tax losses, unused tax
financial statements, irrespective of the actual date of the credits and tax rates.
108
NOTES
The Company is in the process of evaluating the impact of • Estimation of Expected Useful Lives of Property, Plant
adoption of above amendments on its financial statements. and Equipment - Notes 2.4 and 4A
Management reviews its estimate of useful lives of property,
3. Use of estimates and critical accounting plant and equipment at each reporting date, based on the
judgments expected utility of the assets. Uncertainties in these estimates
relate to technical and economic obsolescence that may change
The preparation of the financial statements in conformity with
the utility of property, plant and equipment.
Ind AS requires management to make judgments, estimates and
assumptions, that impact the application of accounting policies • Contingencies - Notes 2.12 and 28
and the reported amounts of assets, liabilities, income, expenses Legal proceedings covering a range of matters are pending
and disclosures of contingent assets and liabilities at the date of against the Company. Due to the uncertainty inherent in such
these financial statements and the reported amounts of revenues matters, it is often difficult to predict the final outcome. The cases
and expenses for the years presented. Actual results may differ and claims against the Company often raise factual and legal
from these estimates. Estimates and underlying assumptions are issues that are subject to uncertainties and complexities,
reviewed at each Balance Sheet date. Revisions to accounting including the facts and circumstances of each particular case/
estimates are recognised in the period in which the estimate is claim, the jurisdiction and the differences in applicable law.
revised and future periods affected. The Company consults with legal counsel and other experts
This Note provides an overview of the areas that involved a on matters related to specific litigations where considered
higher degree of judgement or complexity, and of items which necessary. The Company accrues a liability when it is determined
are more likely to be materially adjusted due to estimates and that an adverse outcome is probable and the amount of the
assumptions turning out to be different than those originally loss can be reasonably estimated. In the event an adverse
assessed. Detailed information about each of these estimates outcome is possible or an estimate is not determinable, the
and judgements is included in relevant notes together with matter is disclosed.
information about the basis of calculation for each impacted line
• Valuation of Deferred Tax Assets - Notes 2.9 and 35
item in the financial statements.
Deferred income tax expense is calculated based on the
The areas involving critical estimates or judgements are: differences between the carrying value of assets and liabilities
for financial reporting purposes and their respective tax bases
• Employee Benefits (Estimation of Defined Benefit
that are considered temporary in nature. Valuation of deferred
Obligation) - Notes 2.8 and 41
tax assets is dependent on management’s assessment of future
Post-employment/other long term benefits represent obligations
recoverability of the deferred tax benefit. Expected recoverability
that will be settled in future and require assumptions to
may result from expected taxable income in the future,
estimate benefit obligations. The accounting is intended to
planned transactions or planned optimising measures.
reflect the recognition of benefit costs over the employees’
Economic conditions may change and lead to a different
approximate service period, based on the terms of the plans and
conclusion regarding recoverability.
the investment and funding decisions made. The accounting
requires the Company to make assumptions regarding variables • Fair Value Measurements - Notes 2.7 and 40
such as discount rate and salary growth rate. Changes in these When the fair values of financial assets and financial liabilities
key assumptions can have a significant impact on the defined recorded in the Balance Sheet cannot be measured based on
benefit obligations. quoted prices in active markets, their fair values are measured
using valuation techniques, including the discounted cash flow
model, which involve various judgements and assumptions.
109
NOTES
4A. Property, Plant and Equipment

` in Lakhs
As at As at
31-Mar-19 31-Mar-18
Carrying Amounts of :
Freehold Land 1,589.79 1,589.79
Freehold Buildings 11,563.55 10,171.53
Plant and Equipment 48,995.50 46,009.99
Furniture and fixtures 84.53 119.06
Office Equipments 93.78 61.39
Vehicles 560.90 492.08
Data Processing Equipment 62.26 94.67
Railway Sidings - -
Total 62,950.31 58,538.51
` in Lakhs
Data
Freehold Freehold Plant and Furniture Office Railway Total
As at 31.03.2019 Vehicles Processing
Land Buildings Equipment and fixtures Equipments Sidings
Equipment
Gross Carrying Amount 1,589.79 11,263.59 53,935.20 189.01 149.21 596.20 198.89 84.84 68,006.73
Additions - 1,913.91 8,000.35 1.80 61.55 185.86 6.38 - 10,169.85
Disposals - - 2,363.14 - - 31.31 119.65 - 2,514.10
Cost Gross Carrying Amount 1,589.79 13,177.50 59,572.41 190.81 210.76 750.75 85.62 84.84 75,662.48
Accumulated Depreciation - 1,092.06 7,925.21 69.95 87.82 104.12 104.22 84.84 9,468.22
Depreciation - 521.89 5,014.84 36.33 29.16 115.30 38.79 - 5,756.31
expense for the year
On Disposals - - 2,363.14 - - 29.57 119.65 - 2,512.36
Closing Accumulated - 1,613.95 10,576.91 106.28 116.98 189.85 23.36 84.84 12,712.17
Depreciation
Net Carrying Amount at 1,589.79 10,171.53 46,009.99 119.06 61.39 492.08 94.67 - 58,538.51
beginning of the year
Net Carrying Amount at end of 1,589.79 11,563.55 48,995.50 84.53 93.78 560.90 62.26 - 62,950.31
the year
` in Lakhs
Data Railway
Freehold Freehold Plant and Furniture Office Total
As at 31.03.2018 Vehicles Processing Sidings
Land Buildings Machinery and fixtures Equipments Equipments
Gross Carrying Amount 1,589.79 10,541.07 50,758.45 136.39 138.05 130.67 167.38 84.84 63,546.64
Additions - 722.52 3,176.75 52.62 11.16 482.78 31.51 - 4,477.34
Disposals - - - - - 17.25 - - 17.25
Cost Gross Carrying Amount 1,589.79 11,263.59 53,935.20 189.01 149.21 596.20 198.89 84.84 68,006.73
Accumulated Depreciation - 625.98 3,687.58 39.80 57.07 51.52 63.91 68.90 4,594.76
Depreciation expense for - 466.08 4,237.63 30.15 30.75 69.38 40.31 15.94 4,890.24
the year
On Disposals - - - - - 16.78 - - 16.78
Closing Accumulated - 1,092.06 7,925.21 69.95 87.82 104.12 104.22 84.84 9,468.22
Depreciation
Net Carrying Amount at 1,589.79 9,915.09 47,070.87 96.59 80.98 79.15 103.47 15.94 58,951.88
beginning of year
Net Carrying Amount at end 1,589.79 10,171.53 46,009.99 119.06 61.39 492.08 94.67 - 58,538.51
of year
Notes:
1 Title deeds of immovable properties as set out in note 4A above, where applicable are in the name of the Company.
2 For amount of contractual commitments for acquisition of Property, Plant and Equipment refer note 29.
110
NOTES
4B. Capital Work-in-progress

` in Lakhs
As at 31-Mar-19 As at 31-Mar-18
Capital Work-in-progress 3,148.15 2,421.03
5. Intangible Assets
` in Lakhs
As at March
31, 2019
Computer
Software
(Acquired)
Opening Gross Carrying Amount 70.30
Additions -
Closing Gross Carrying Amount 70.30
Accumulated Amortisation at beginning of the year 54.63
Charge for the year 7.83
Amortisation at end of the year 62.46
Net Carrying Amount at end of the year 7.84
` in Lakhs
As at March
31, 2018
Computer
Software
(Acquired)
Opening Gross Carrying Amount 59.54
Additions 10.76
Closing Balance 70.30
Accumulated Amortisation at beginning of the year 38.23
Charge for the year 16.40
Amortisation at end of the year 54.63
Net Carrying Amount at end of the year 15.67
For amount of contractual commitments for acquisition of Intangible assets refer note 29.
6A. Non-current Investments

` in Lakhs
As at As at
31.03.2019 31.03.2019
Investment carried at amortised cost
Investments in national savings certificates (Unquoted) 1.52 1.52
Total 1.52 1.52
111
NOTES
6B. Current Investments

` in Lakhs
As at As at
31.03.2019 31.03.2018
Investment carried at fair value through profit or loss
Investments in mutual fund (unquoted) - 1,001.12
Nil ( March 31, 2018 - 89,825,437 units in Tata Liquid Fund Direct Plan- Daily Dividend )
Total - 1,001.12
Aggregate amount of unquoted investments - 1,001.12
Aggregate amount of impairment in the value of investments - -
7. Other Financial Assets

` in Lakhs
As at 31.03.2019 As at 31.03.2018
Non Current Current Non Current Current
Unsecured, considered good
(a) Security deposits 626.49 3,508.15 579.86 2,698.58
(b) Interest accrued on deposits and advances - 203.50 - 196.44
(c) Deposits with banks submitted as security with 0.20 - 0.20 -
government agency
Total 626.69 3,711.65 580.06 2,895.02
Note: The above denotes financial assets carried at amortised cost
8. Other Assets
` in Lakhs
As at 31.03.2019 As at 31.03.2018
(a) Capital advances 842.57 - 865.75 -
(b) Balances with government authorities - 996.66 - 832.05
(c) Prepaid lease payments 74.12 1.00 75.12 1.00
(d) Other loans and advances
i) Advance to supplier/service provider (other than capital) 2.60 1,269.35 2.60 3,010.28
Total 919.29 2,267.01 943.47 3,843.33
112
NOTES
9. Inventories
` in Lakhs
As at As at
31.03.2019 31.03.2018
(At lower of cost or net realisable value)
(a) Raw materials 24,562.23 13,992.92
(b) Work-in-progress 930.06 810.80
(c) Finished goods 3,256.81 3,048.10
(d) Stores spares and others 2,754.40 2,014.00
Total 31,503.50 19,865.82
Included above, goods-in-transit:
(a) Raw materials 2,029.33 944.46
(b) Finished goods 37.05 -
Total 2,066.38 944.46
10. Trade Receivables

` in Lakhs
As at
As at
31.03.2018
31.03.2019
Restated*
Trade receivables 28,553.93 21,666.01

Less: Loss allowance (772.64) (246.98)
Total 27,781.29 21,419.03
* Refer note 43 for detail about restatement for change in accounting policies consequent to adoption of Ind AS 115.
Secured, considered good - -
Unsecured, considered good 27,781.29 21,419.03
Unsecured, credit impaired 772.64 246.98
Total 28,553.93 21,666.01
(i) Trade receivables are further analysed as follows :

` in Lakhs
As at 31.03.2019
Subject to credit Credit impairment
Gross credit risk Net credit risk
insurance cover allowance
Amounts not yet due 24,282.82 2,006.97 38.00 22,237.85
One month overdue 1,735.87 565.32 6.90 1,163.65
Two months overdue 433.24 27.28 1.72 404.24
Three months overdue 95.16 0.62 0.38 94.16
Between three to six months overdue 213.44 132.55 46.00 34.89
Greater than six months overdue 1,793.40 - 679.64 1,113.76
Total 28,553.93 2,732.74 772.64 25,048.55
113
NOTES
` in Lakhs
As at 31.03.2018
Subject to credit Credit impairment
Gross credit risk Net credit risk
insurance cover allowance
Amounts not yet due 17,263.00 2,454.78 72.00 14,736.22
One month overdue 2,010.76 567.69 15.55 1,427.52
Two months overdue 768.52 24.38 5.94 738.20
Three months overdue 195.37 9.76 1.51 184.10
Between three to six months overdue 349.24 86.26 - 262.98
Greater than six months overdue 1,079.12 64.13 151.98 863.01
Total 21,666.01 3,207.00 246.98 18,212.03
(ii) Movement in the provision for impairment of trade receivables :

` in Lakhs
As at As at
31.03.2019 31.03.2018
Balance at the beginning of the period 246.98 580.45
Movement in expected credit loss allowance on trade receivables (calculated at lifetime expected credit losses) 525.66 (333.47)
Balance at the end of the period 772.64 246.98
(iii) There are no outstanding debts due from directors or other officers of the company.
(iv) Trade receivable from related parties as on March 31, 2019 amount to ` 361.99 Lakh (as on March 31, 2018 amount to ` 49.68 Lakh).
11A. Cash and Cash equivalents

` in Lakhs
As at As at
31.03.2019 31.03.2018
(a) Cash on hand 0.63 0.40
(b) Balances with banks
(i) In current accounts 2,770.05 257.50
Total 2,770.68 257.90
11B. Other Balances with Banks

` in Lakhs
As at As at
31.03.2019 31.03.2018
(a) Other bank balances (1) 103.67 61.46
(b) Fixed deposits (2) 7.57 1.70
Total 111.24 63.16
Included above
(1) Earmarked balances for unpaid dividend 103.67 61.46
(2) Represents deposits held as lien wih bank and government agencies 7.57 1.70
114
NOTES
12. Equity Share Capital

` in Lakhs
As at As at
31.03.2019 31.03.2018
Authorised:
375,000,000 Equity Shares of ` 10 each 37,500.00 37,500.00
(March 31, 2018: 375,000,000 Equity Shares of ` 10 each)
Issued, subscribed and fully paid up :
28,085,000 Equity Shares of ` 10 each 2,808.50 2,528.80
(March 31, 2018: 25,288,000 Equity Shares of ` 10 each)
Movement of Equity Share Capital

` in Lakhs
For the year ended 31.03.2019 For the year ended 31.03.2018
Equity Shares
No. of Shares Amount No. of Shares Amount
Issued, subscribed and fully paid up:
At beginning of the year 2,52,88,000 2,528.80 2,52,88,000 2,528.80
Issued during the year 27,97,000 279.70 - -
At end of the year 2,80,85,000 2,808.50 2,52,88,000 2,528.80
Shares held by holding company or its subsidiaries

For the year ended 31.03.2019 For the year ended 31.03.2018
Equity Shares
No. of Shares % No. of Shares %
Tata Steel Limited (Holding Company) 1,54,64,590 55.06% 1,26,67,590 50.09%
1,54,64,590 55.06% 1,26,67,590 50.09%
During the year, the company allotted 27,97,000 equity shares of face value of ` 10 each on a preferential basis to its holding company at a stipulated
price of ` 642 per equity share.
Details of shares held by shareholders holding more than 5% of

the aggregate shares in the Company
Equity Shares
Tata Steel Limited (Holding Company) 1,54,64,590 55.06% 1,26,67,590 50.09%
Rights, preferences and restrictions attached to shares

i) Equity Shares
The Company has one class of equity shares having a par value of `10 per share. Each shareholder is eligible for one vote per share held.
The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except
in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after
distribution of all preferential amounts, in proportion to their shareholding.
115
NOTES
13. Other Equity

` in Lakhs
Surplus in
Securities General Total Other
As at 31.03.2019 Share Warrants Capital Reserve Statement of
premium Reserve Equity
Profit and Loss
At the beginning of the year - - 8,885.13 8,211.99 16,242.28 33,339.40
Issue of convertible warrants 5,605.46 - - - - 5,605.46
Issue of equity shares - 17,677.04 - - - 17,677.04
Other comprehensive income arising from - - - - 3.14 3.14
remeasurement of defined benefit obligation
net of income tax
Tax on dividend - - - - (155.94) (155.94)
At the end of the year 5,605.46 17,677.04 8,885.13 8,211.99 33,519.51 73,899.13
` in Lakhs
Surplus in
Securities General Total Other
As at 31.03.2018 Share Warrants Capital Reserve Statement of
premium Reserve Equity
Profit and Loss.
At the beginning of the year - - 8,885.13 8,211.99 1,092.01 18,189.13
Other comprehensive income arising from - - - - (6.90) (6.90)
remeasurement of defined benefit obligation
net of income tax
Tax on dividend - - - - (128.70) (128.70)
At the end of the year - - 8,885.13 8,211.99 16,242.28 33,339.40
Share Warrants
During the year, the Company issued and allotted 34,92,500 share warrants at a price of ` 642/- (face value: ` 10 and premium: ` 632) per
warrant to its holding company on preferential basis under section 42 and 62(1)(c) of the Companies Act, 2013 and other relevant SEBI (Issue
of Capital and Disclosure Requirements) Regulations. The Company has received 25% of the issue price against the said warrants totalling
` 5,605.46 Lakh. These warrants are convertible within a period of 18 (Eighteen) months from date of allotment of the warrants, subject to
payment of the balance 75% of the issue price.
Distributions made and Proposed
` in Lakhs
Particulars
31.03.2019 31.03.2018
Cash dividends on Equity shares declared and paid:
Final Dividend for March 31, 2018 : ` 3.00 per share (March 31,2017: ` 2.5 per share ) 758.64 632.20
Dividend Distribution Tax (DDT) 155.94 128.70
Total 914.58 760.90
Proposed dividends on Equity shares:
Proposed cash dividend for March 31, 2019: ` 3.50 per share (March 31, 2018: ` 3.00 per share) 982.98 758.64
Dividend Distribution Tax (DDT) 202.05 154.44
Total 1,185.03 913.08
116
NOTES
i) Proposed dividend on equity shares are subject to approval at the annual general meeting and are not recognised as a liability (including
DDT thereon) as at March 31, 2019.
The nature of reserves are as follows:
Capital reserve
Reserve includes ` 8,759.51 Lakh on account of Merger pursuant to the sanction of the Hon'ble High Court of Calcutta dated November 7,
2016 to the scheme of Amalgamation, where the assets and liabilities of the erstwhile Tata Metaliks DI Pipes Ltd (TMDIPL) has been merged
with the company.
General reserve
Under the erstwhile Indian Companies Act, 1956, a general reserve was created through an annual transfer of net profit at a specified
percentage in accordance with applicable regulations. Consequent to introduction of Companies Act, 2013, the requirement to mandatory
transfer a specified percentage of the net profit to general reserve has been withdrawn though the Company may transfer such percentage
of its profits for the financial year as it may consider appropriate. Declaration of dividend out of such reserve shall not be made except in
accordance with rules prescribed in this behalf under the Act.
Securities premium
Securities premium is used to record premium received on issue of shares. The reserve is utilised in accordance with the provisions of the
Companies Act, 2013
14. Borrowings
` in Lakhs
As at 31.03.2019 As at 31.03.2018
A. Secured
(a) Repayable on demand
From banks
i) Cash credit - 51.09 - 4,966.85
(b) Buyer's credit from banks - - - 3,768.80
Total - 51.09 - 8,735.65
B. Unsecured
(a) Finance lease 3,781.10 - 4,147.00 -
(b) Term loans from banks - - 15,833.30 -
(c) Buyer's credit from banks - - - 9,152.46
(d) Acceptances - 1.66 - 658.11
(e) Repayable on demand
From banks
i) Working capital demand loans - - - 3,000.00
ii) Overdraft from banks - 19.01 - 230.46
Total 3,781.10 20.67 19,980.30 13,041.03
Total Borrowings 3,781.10 71.76 19,980.30 21,776.68
117
NOTES
Debt reconciliation
` in Lakhs
Non-Current
Borrowings
For the year ended 31.3.2019 Bank Overdraft Current Borrowings Total
(including current
maturities)
Debt as at April 01, 2018 230.46 25,751.73 21,546.22 47,528.41
Cash Flows ( net) (211.45) (21,041.63) (21,663.73) (42,916.81)
Foreign Exchange Adjustments - - 170.26 170.26
Other cash flow movements - (563.00) - (563.00)
Debt as at March 31, 2019 19.01 4,147.10 52.75 4,218.86
` in Lakhs
Non-Current
Borrowings
For the year ended 31.3.2018 Bank Overdraft Current Borrowings Total
(including current
maturities)
Debt as at April 01, 2017 2,512.69 36,635.14 14,817.01 53,964.84
Cash Flows ( net) (2,282.23) (10,413.97) 6,499.43 (6,196.77)
Foreign Exchange Adjustments - - 229.78 229.78
Loan Amortization expenses - 14.46 - 14.46
Other cash flow movements - (483.90) - (483.90)
Debt as at March 31, 2018 230.46 25,751.73 21,546.22 47,528.41
` in Lakhs
As at 31.03.2019 As at 31.03.2018
Current Coupon/ Current
Name of the Bank/
Non Maturity Interest Rate Non Maturity Coupon/ Interest Rate
Instrument Current Security Current Security
Current (Refer and Repayment Current (Refer and Repayment terms
Note 18) terms Note 18)
Secured
Cash credit - 51.09 - Cash credit
Secured by way of - 4,966.85 - Cash credit from banks Secured by way of
from banks carry
hypothecation first carry floating rate of hypothecation first
floating rate of
charge on current interest ranging from charge on Raw Material,
interest ranging
assets and second 9.25% p.a.to 11.6% Stock-in-process,
from 8.40% pari passu charge p.a.(linked to bank's Finished Goods, spares,
p.a.to 10.65%
on entire movable MCLR) This is payable stores, consumables,
p.a.(linked to
fixed assets of the on demand. receivables and other
bank's MCLR) Company both current assets of the
This is payable
present and future Company both present
on demand. on pari passu basis and future on pari
with other working passu basis with other
capital lenders. working capital lenders.
Buyer's Credit - - - Repaid during Nil - 3,768.80 - Buyer's Credit from Secured by way of first
the year Banks carry fixed rate of pari passu charge on
interest ranging from entire movable fixed
1.76% p.a.to 3.14% p.a. assets both present &
These are repayable at future.
the end of six months
from the respective
dates of disbursement
which are falling due
from April 2018.
118
NOTES
` in Lakhs
As at 31.03.2019 As at 31.03.2018
Name of the Bank/
Total secured - 51.09 - - 8,735.65 -
borrowings
Unsecured
Finance Lease 3,781.10 - 366.00 Refer note 1 Nil 4,147.00 - 563.10 Refer note 1 below Nil
below
Term Loan- - - - Repaid during Nil 7,499.97 - 3,333.33 Loan carrying a Nil
The Federal Bank the year floating rate of 8.90%
Limited (linked to bank's
MCLR) Repayable in 18
quarterly instalments
commencing from
December 2016 and
ending in June 2021.
Term Loan- - - - Repaid during Nil 8,333.33 - 1,666.67 Loan carrying a Nil
The Federal Bank the year floating rate of 8.27%
Limited (linked to bank's
1 year T-Bill rate)
Repayable in 18
commencing from
September 2018 and
ending in March 2023.
Term Loan- - - - Repaid during Nil - - 208.33 Loan carrying a Nil
Kotak the year floating rate of 8.80%.
Mahindra Bank Ltd Repayable in 12
commencing from
September 2015 and
ending on June 2018.
Working - - - Repaid during Nil - 3,000.00 - Loan carrying a fixed Nil
capital demand the year rate of 7.95% p.a. Loan
loans is payable on demand
Buyer's - - - Repaid during Nil - 9,152.46 - Buyer's Credit from Nil
credit from banks the year Banks carry fixed rate
of interest ranging
from 1.76% p.a.to
3.14% p.a. These are
repayable at the end
of six months from the
respective dates of
disbursement which
are falling due from
April 2018.
Acceptances - 1.66 - Loan carrying a Nil - 658.11 - Loan carrying a Nil
floating rate of floating rate of 7.95%
8.55% p.a. (linked p.a. (linked to bank's
to bank's MCLR). MCLR). Loan is payable
Loan is payable on demand
on demand.
119
NOTES
` in Lakhs
As at 31.03.2019 As at 31.03.2018
Name of the Bank/
Overdraft from - 19.01 - Loan carrying Nil - 230.46 - Loan carrying a Nil
banks a floating rate floating rate of interest
of 8.55% p.a. ranging from 8.25%
(linked to bank's p.a. (linked to bank's
MCLR). Loan MCLR). Loan is payable
is payable on on demand
demand.
Total unsecured 3,781.10 20.67 366.00 19,980.30 13,041.03 5,771.43
borrowings
Total 3,781.10 71.76 366.00 19,980.30 21,776.68 5,771.43
borrowings
Note:
1. The company has entered into arrangement whose fulfilment is dependent on the use of specific assets. This arrangement has been assessed for being in
the nature of lease and has been classified as finance lease. Finance lease obligations represent the present value of minimum lease payments payable over
the lease term.
2. The carrying amount of financial and non financial assets pledged as security for borrowings are disclosed in note 45.
The currency and interest exposure of borrowings of the company at the end of the year are as follows:
` in Lakhs
As at 31.03.2019 As at 31.03.2018
Currency
Fixed rate debt Floating rate debt Total Fixed rate debt Floating rate debt Total
INR 4,147.10 71.76 4,218.86 7,710.10 26,897.05 34,607.15
US Dollars - - - 12,921.26 - 12,921.26
Total 4,147.10 71.76 4,218.86 20,631.36 26,897.05 47,528.41
The majority of the INR floating rate borrowings are bank borrowings bearing interest rate linked to bank's Marginal Cost of Funds based
Lending Rate (MCLR).
15. Provisions
` in Lakhs
As at 31.03.2019 As at 31.03.2018
i) Retirement gratuity - 371.17 - 244.67
ii) Post retirement pension 203.54 22.26 207.82 22.29
iii) Post retirement medical benefits 19.56 1.87 19.89 1.87
iv) Provision for Leave Salary 1,267.14 39.81 1,109.05 16.14
v) Provision for other taxes - 104.29 - 104.29
Total 1,490.24 539.40 1,336.76 389.26
120
NOTES
16. Trade Payables

` in Lakhs
As at As at
31.03.2019 31.03.2018
(a) Outstanding dues of micro enterprises and small enterprises
Creditors for supplies and services 153.88 193.93
Total outstanding dues of micro enterprises and small enterprises 153.88 193.93
(b) Outstanding dues of creditors other than micro enterprises and small enterprises
(i) Creditors for supplies and services 45,381.39 17,778.73
(ii) Creditors for accrued wages and salaries 2,572.57 1,829.02
Total outstanding dues of creditors other than micro enterprises and small enterprises 47,953.96 19,607.75
Total 48,107.84 19,801.68
Trade payables to related parties as on March 31, 2019 amounts to ` 5,317.74 Lakhs (as on March 31, 2018 ` 4,719.48 Lakhs).
17. Dues to Micro, Small and Medium Enterprises

The dues to Micro, Small and Medium Enterprises as required under the Micro, Small and Medium Enterprises Development Act, 2006 to the
extent information available with the company is given below:
` in Lakhs
As at As at
31.03.2019 31.03.2018
Amount due and payable at the year end
- Principal 153.88 193.93
- Interest on above principal - -
Payments made during the year after the due date
- Principal - -
- Interest on above principal - -
Interest due and payable for principals already paid - -
Total Interest accrued and remained unpaid at year end - -
18. Other Financial Liabilities

` in Lakhs
As at As at
Current:
31.03.2019 31.03.2018
(a) Current maturities of long-term debts (refer Note 14) - 5,208.33
(b) Current maturities of finance lease obligation (refer Note 14) 366.00 563.10
(c) Interest accrued 57.14 1,248.68
(d) Unpaid dividends 103.67 61.46
(e) Security deposits from vendors 13.34 9.75
(f )Creditors for other liabilities
i) Creditors for capital goods and services 565.31 1,093.68
ii) Derivatives - foreign currency forward contracts 290.40 58.37
Total 1,395.86 8,243.37
121
NOTES
19. Other Current Liabilities

` in Lakhs
As at As at
31.03.2019 31.03.2018
(a) Advances received from customers 2,333.33 1,337.31
(b) Deferred income 952.40 971.79
(c) Statutory dues 2,626.69 2,328.71
Total 5,912.42 4,637.81
20. Revenue from Operations

` in Lakhs
31.03.2019 31.03.2018
Restated *
(a) Revenue from contracts with customers
Sale of products
i) Pig iron and allied products 1,01,039.43 89,124.90
[including excise duty for FY 2018-19: ` Nil (FY 2017-18: ` 1,775.04 Lakhs)]
ii) DI Pipe and allied products 1,13,284.23 99,296.50
[including excise duty for FY 2018-19: ` Nil (FY 2017-18: ` 313.93 Lakhs)]
(b) Other operating income (note 1) 1,187.37 1,036.28
Gross Revenue from Operations 2,15,511.03 1,89,457.68
` in Lakhs
Note 1 : For the year ended For the year ended
Other operating income comprise: 31.03.2019 31.03.2018
(a) Sale of Scrap 1,185.83 953.30
(b) Duty drawback and other export incentives - 69.86
(c) Others 1.54 13.12
Total 1,187.37 1,036.28
21. Other Income

` in Lakhs
31.03.2019 31.03.2018
(a) Interest income from financial assets at amortised cost (deposit and advance) 9.30 64.41
(b) Dividend income on investment carried at fair value through profit or loss 0.63 2.62
(c) Miscellaneous income 654.76 1,956.31
Total 664.69 2,023.34
122
NOTES
22. Cost of materials consumed

` in Lakhs
31.03.2019 31.03.2018
Raw Material Consumed
i) Opening stock 13,992.92 9,353.97
ii) Add: Purchases 1,44,150.59 1,12,557.60
1,58,143.51 1,21,911.57
iii) Less: Closing stock 24,562.23 13,992.92
Total 1,33,581.28 1,07,918.65
Raw Material Consumed comprises
i) Iron ore 29,876.74 19,440.42
ii) Coke 91,507.98 78,216.57
iii) Fluxes 5,103.64 4,567.33
iv) Others 7,092.92 5,694.33
Total 1,33,581.28 1,07,918.65
23. Changes in stock of finished goods and work-in-progress

` in Lakhs
31.03.2019 31.03.2018
Stock at the beginning of the year
Finished goods 3,048.10 4,280.76
Work-in-progress 810.80 498.02
3,858.90 4,778.78
Stock at the end of the year
Finished goods 3,256.81 3,048.10
Work-in-progress 930.06 810.80
4,186.87 3,858.90
Net (increase)/decrease in finished goods and work-in-progress (327.97) 919.88
24. Employee Benefits Expense

` in Lakhs
31.03.2019 31.03.2018
(a) Salaries, wages and bonus 9,131.52 8,420.98
(b) Contribution to provident and other funds 855.72 846.95
(c) Staff welfare expenses 1,211.89 758.01
Total 11,199.13 10,025.94
123
NOTES
25. Finance Costs

` in Lakhs
31.03.2019 31.03.2018
(a) Interest expense
i) Interest on term loans 1,652.70 1,622.13
ii) Interest on finance leases 675.00 753.00
iii) Interest on others 1,050.95 1,764.06
3,378.65 4,139.19
(b) Other borrowing costs (letter of credit and bill discounting charges etc.) 1,068.02 569.52
Gross Finance Costs 4,446.67 4,708.71
Less: Amounts included in the cost of qualifying asset (refer note below) 121.17 -
Net Finance Costs 4,325.50 4,708.71
Note: The capitalisation rate used to determine the amount of borrowing cost to be capitalised is the weighted average interest rate applicable to the entity's
general borrowings during the year, in this case 8.58% (March 31, 2018 : Nil).
26. Depreciation and amortisation expense

` in Lakhs
31.03.2019 31.03.2018
(a) Depreciation on property, plant and equipment as per Note 4A 5,756.31 4,890.24
(b) Amortisation on intangible assets as per Note 5. 7.83 16.40
Total 5,764.14 4,906.64
27. Other Expenses

` in Lakhs
31.03.2019 31.03.2018
(a) Consumption of stores and spare parts 12,827.57 11,923.53
(b) Repairs & maintenance to buildings 84.02 39.34
(c) Repairs & maintenance to machinery 2,167.83 1,856.12
(d) Repairs & maintenance - others 1,305.29 1,082.24
(e) Power and fuel 1,490.42 969.98
(f ) Electricity charges 2,324.58 1,862.29
(g) Freight and handling charges 14,035.04 15,599.71
(h) Rent 213.26 215.45
(i) Rates and taxes 137.61 1,669.77
(j) Insurance charges 160.00 331.00
(k) Commission 328.26 233.21
(l) Excise duties on change in finished goods - (446.08)
(m) Loss allowances/ reversal of loss allowances relating to trade receivables 525.66 (333.47)
(n) Other expenses
i) (Gain)/ Loss on foreign currency transactions 145.10 (242.37)
ii) (Gain)/ Loss on cancellation of forward contracts (199.17) 784.05
iii) (Gain)/Loss on sale of property, plant and equipment (113.37) (0.98)
124
NOTES
` in Lakhs
31.03.2019 31.03.2018
iv) Auditors remuneration and out-of-pocket expenses
As auditors - statutory audit 17.00 17.00
For other services (includes tax audit fees) 21.40 42.83
Auditors out-of-pocket expenses 2.64 1.23
v) Legal and other professional costs 368.98 559.84
vi) Consultancy for sales 827.83 1,017.21
vii) Advertisement, sales promotion and other selling expenses 73.59 83.39
viii) Travelling expenses 565.51 554.73
ix) Bank charges 123.94 100.60
x) Expenditure towards corporate social responsibility activities 348.00 300.00
xi) Other general expenses 2,554.86 2,560.38
Total 40,335.85 40,781.00
28. Contingent Liabilities

` in Lakhs
As at As at
31.03.2019 31.03.2018
Claims against the company not acknowledged as debts
(a) Excise & Service Tax 1,384.59 10,094.58
(b) Income Tax (refer note below) 100.97 95.89
(c) Sales Tax & VAT 2,757.32 357.10
The Company had claimed a deduction u/s 80-IA of the Income Tax Act, 1961 amounting to ` 7,682 Lakhs during the AY 2003-04 to AY 2008-09
on its Captive Power Plant. The entire claim amount was allowed by the CIT(Appeals) & ITAT. However, tax department preferred an appeal
before the Hon’ble Calcutta High Court for AY 2003-04 & AY 2004-05 on the ground that no real profit existed in Captive Power generation since
same is not sold outside i.e. Tata Metaliks has consumed the power.
The Hon’ble Calcutta High Court vide it's order dated August 3, 2016 allowed the deduction u/s 80-IA 'on the captive power unit’ in favour of the
Company, however remanded back to AO on account of transfer price with respect to rate on which such benefit was computed. The Company
have filed an appeal in Hon’ble Supreme Court where vide it's order dated July 14, 2017, the case has been admitted and High Court order on
re-computation of transfer price has been stayed. Final hearing is pending for disposal.
29. Capital and other commitments

` in Lakhs
As at As at
31.03.2019 31.03.2018
(a) Capital commitments
Estimated value of contracts in capital account remaining to be executed (net of advances)
Property, plant and equipment 2,475.30 4,542.83
Intangible assets 96.68 -
(b) Other Commitments
Export Obligation against import of capital goods under EPCG Scheme 7,905.49 5,830.72
125
NOTES
30. Earnings Per Share
` in Lakhs
31.03.2019 31.03.2018
i) Profit for the year from continuing operation 18,280.77 16,010.94
ii) Profit/(loss) for the year from discontinued operations (92.10) (92.87)
iii) Profit for the year from discontinued and continuing operations 18,188.67 15,918.07
iv) Weighted average no. of equity shares for basic earning per share (Numbers in Lakh) 253.19 252.88
v) Adjustment for calculation of dilluted earling per share: 0.38 -
Convertible warrants (Numbers in Lakh)
vi) Weighted average no. of equity shares for diluted earning per share (Numbers in Lakh) 253.57 252.88
vii) Nominal Value per Equity Share (`) 10.00 10.00
viii) Earnings per equity share for the year from continuing operation (`) - Basic 72.20 63.31
ix) Earnings per equity share for the year from discontinued operations (`) - Basic (0.36) (0.36)
x) Earnings per equity share for the year from discontinued and continuing operations (`) - Basic 71.84 62.95
xi) Earnings per equity share for the year from continuing operation (`) - Diluted 72.09 63.31
xii) Earnings per equity share for the year from discontinued operations (`) - Diluted (0.36) (0.36)
xiii) Earnings per equity share for the year from discontinued and continuing operations (`) - Diluted 71.73 62.95
31. Segment Reporting

A. Description of Segments and Principal Activities
The Company’s Managing Director examines the Company’s performance on the basis of its business and has identified two
reportable segments:
The segments are comprised of Pig Iron and Ductile Iron (DI ) pipes.
Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the Financial Statements.
Also, the Company’s borrowings (including Finance costs), income taxes and investments are managed at head office and are not allocated
to operating segments.
Sales between segments are carried out at realisation price of pig iron less appropriate discount and are eliminated on consolidation.
The segment revenue is measured in the same way as in the Statement of Profit and Loss.
Segment assets and liabilities are measured in the same way as in the Financial Statements. These assets and liabilities are allocated based
on the operations of the segment and the physical location of the assets.
B. Segment Revenues, Segment Result and Other Information as at / for the year
` in Lakhs
Particulars Pig Iron D I Pipe Elimination Unallocable Total
Revenue
Total External Sales 1,01,313.48 1,14,197.55 - - 2,15,511.03
89,481.68 99,976.00 - - 1,89,457.68
Add: Inter Segment Revenue 63,422.35 - (63,422.35) - -
49,800.42 - (49,800.42) - -
Total Revenue * 1,64,735.83 1,14,197.55 (63,422.35) - 2,15,511.03
1,39,282.10 99,976.00 (49,800.42) - 1,89,457.68
Segment Result 12,672.63 12,950.66 - - 25,623.29
11,495.27 13,344.67 - - 24,839.94
Reconciliation to Profit Before Tax:
Finance costs 4,325.50
4,708.71
126
NOTES
` in Lakhs
Particulars Pig Iron D I Pipe Elimination Unallocable Total
Profit before taxes 21,297.79
20,131.23
Tax expenses 3,017.02
4,120.29
Net Profit after tax from continuing operations 18,280.77
16,010.94
Profit/ (Loss) after tax from discontinued (92.10)
operations (92.87)
Profit/ (Loss) for the period from discontinued 18,188.67
and continuing operations 15,918.07
Depreciation and Amorisation 2,779.95 2,984.19 5,764.14
2,713.28 2,193.36 4,906.64
Interest Income 7.05 2.25 9.30
52.41 12.00 64.41
Material Non-cash (Income)/ Expenditure :
Loss allowances/ reversal of loss allowances 171.65 354.01 525.66
relating to trade receivables 75.00 (408.47) (333.47)
Liabilities no longer required written back (83.52) (39.89) (123.41)
(1,054.13) (902.11) (1,956.24)
Other non-cash income - (531.33) (531.33)
Segment Asset * 77,325.56 55,590.17 - 5,333.68 1,38,249.41

60,276.63 50,245.31 - 1,936.99 1,12,458.93
Reconciliation to Total Assets:
Investments in national savings 1.52 1.52
certificates (Unquoted) 1.52 1.52
Non-current tax assets (Net) 473.64 473.64
306.71 306.71
Deferred tax assets (Net) 1,976.60 1,976.60
306.58 306.58
Investments in Mutual Fund (Unquoted) - -
1,001.12 1,001.12
Cash and Cash equivalents including Other 2,881.92 2,881.92
balances with banks 321.06 321.06
Addition to non - current assets 7,317.55 3,579.42 - - 10,896.97
1,640.34 1,914.32 - - 3,554.66
Segment Liabilities * 43,226.52 13,692.43 - 4,622.83 61,541.78
16,706.45 11,125.59 - 48,758.69 76,590.73
Reconciliation to Total Liabilities:
Borrowings 4,218.86 4,218.86
46,965.31 46,965.31
Derivatives - foreign currency forward contracts - -
58.37 58.37
Current tax liabilities (net) 243.16 243.16
424.87 424.87
Other unallocable liabilities 160.81 160.81
1,310.14 1,310.14
127
NOTES
C. Entity-wide Disclosures
The Company is domiciled in India. The amount of its revenue from external customers segregated by location of the customers is shown below:
` in Lakhs
31.03.2019 31.03.2018
External Revenue by Geographical location of customers
India 2,12,173.83 1,88,195.14
Rest of the world 3,337.20 1,262.54
2,15,511.03 1,89,457.68
Additions to fixed assets
India 10,169.85 4,477.34
10,169.85 4,477.34
` in Lakhs
As at As at
31.03.2019 31.03.2018
Carrying value of Segment Assets
India 1,37,836.45 1,11,699.22
Rest of the world 412.96 759.71
1,38,249.41 1,12,458.93
No Customer individually accounted for more than 10% of the revenues from external customer during the year ended 31st March, 19 and
31st March, 2018.
32. Disclosure in respect of Long-term Foreign Currency Monetary Items

Foreign exchange translation loss for the year ended on long term-foreign currency loan amounting to ` Nil (FY 2017-18: ` Nil ) availed for
purchase of capital assets has been capitalised and included under the applicable property, plant and equipment classification.
` in Lakhs
As at As at
31.03.2019 31.03.2018
Foreign exchange loss capitalised in the property, plant and equipment block - -
Depreciation impact on account of exchange fluctuation capitalised during the year - -
Depreciation impact on account of exchange fluctuation capitalised till 31 March 2019 22.87 33.08
33.
Related Party Transactions
Related party relationship:
Name of the related party Nature of Relationship
Tata Sons Private Limited Company having significant Influence in the parent company.
Tata Services Limited
Tata Consultancy Services Limited
Tata International Limited
Tata Capital Limited Subsidiary of Tata Sons Private Limited
Tata Capital Financial Services Limited
Tata Communications Limited
Tata Teleservices Limited
Tata AIG General Insurance Company Limited Joint Venture of Tata Sons Private Limited
Tata Steel Limited Parent Company
128
NOTES
Name of the related party Nature of Relationship

Jamshedpur Utilities & Services Company Limited
Tata Sponge Iron Limited
Tayo Rolls Limited
Fellow Subsidiary
Tata Steel Processing and Distribution Limited
TS Global Procurement Company Pte Limited
The Indian Steel and Wire Products Limited
TRL Krosaki Refractories Limited Associate of Parent Company till 31.12.2018
Mjunction Services Limited
Tata Bluescope Steel Private Limited
TM International Logistics Limited Joint Venture of Parent Company
TKM Global Logistics Limited
International Shipping & Logistics FZE
Argus Partners LLP - Solicitors & Advocates Firm where Director is partner
Key Managerial Person -
Mr. Sanjiv Paul (upto 30th June'17) : Managing Director
Mr. Sandeep Kumar : Managing Director
Mr. Sankar Bhattacharya : Company Secretary
Mr. Subhra Sengupta : Chief Financial Officer
Non- Executive Directors (NED)
Mr. Krishnava Dutt : Independent Director
Dr. Pingali Venugopal : Independent Director
Dr Rupali Basu : Independent Director
Mr. Amit Ghosh : Independent Director
Tata Metaliks Limited Employee Provident Fund Trust
Tata Metaliks Limited Employee Superannuation Fund Trust Post Employment Benefit Plans (PEBP)
Tata Metaliks Limited Employee Gratuity Fund
Related Party Transactions

` in Lakhs
Name of the related party Nature of transaction
31.03.2019 31.03.2018
Purchase of goods 51,465.58 35,859.75
Services received 260.00 146.86
Reimbursement of Expenses - 42.80
Rent Paid 242.60 233.87
Tata Steel Limited
Repayment of debt (including interest) - 10,850.00
Proceeds from issue of equity shares and warrants 23,562.20 -
Dividend Paid 380.03 316.67
Rendering of Services - 37.28
TOTAL-Parent Company 75,910.41 47,487.23
Tata Steel Processing and Distribution Limited Purchase of goods 40.40 -
Sale of goods 1,088.56 721.41
Jamshedpur Utilities & Services Company Limited
Advertisement expenses paid - 2.00
TS Global Procurement Company Pte Limited Purchase of goods 7,751.01 13,575.87
Tata Sponge Iron Limited Purchase of goods 43.81 198.37
Purchase of goods 14.59 2.59
The Indian Steel and Wire Products Limited
Services received 2.01 -
TOTAL- Fellow Subsidiary 8,940.38 14,500.24
Tata Sons Private Limited Services received 497.15 362.18
129
NOTES
` in Lakhs
31.03.2019 31.03.2018
TOTAL- Company having significant influence in the 497.15 362.18
parent company
Tata Services Limited Services received 55.46 40.25
Tata Capital Limited Interest paid 1.82 -
Tata Capital Financial Services Limited Services received 10.00 -
Tata Communication Limited Services received 45.67 4.15
Tata Teleservices Limited Services received 7.58 1.39
Tata Consultancy Services Limited Services received - 43.51
Tata International Limited Sale of goods 2,220.60 2,003.59
TOTAL-Subsidiary of Tata Sons Private Limited 2,341.13 2,092.89
Tata AIG General Insurance Company Limited Services received 57.38 -
TOTAL-Joint Venture of Tata Sons Private Limited 57.38 -
TRL Krosaki Refractories Limited Purchase of goods 4.67 442.94
TOTAL- Associate of Parent Company 4.67 442.94
Tata Bluescope Steel Private Limited Purchase of goods 20.22 -
TM International Logistics Limited Services received 955.20 570.54
TKM Global Logistics Limited Services received 66.82 51.02
Mjunction Services Limited Services received 183.90 113.24
International Shipping & Logistics FZE Services received 51.02 37.91
TOTAL- Joint Venture of Parent Company 1,277.16 772.71
Argus Partners LLP - Solicitors & Advocates Services received 2.54 8.24
TOTAL- Firm where Director is partner 2.54 8.24
Short term employee benefits - 114.86
Mr. Sanjiv Paul
Post employment benefits - 1.04
Short term employee benefits 135.25 118.56
Mr. Sandeep Kumar Post employment benefits 7.76 10.12
Other long term employment benefits 3.19 4.52
Mr. Sankar Bhattacharya Post employment benefits 0.75 0.37
Mr. Subhra Sengupta Post employment benefits 2.15 1.46
Sitting Fees 2.60 2.80
Mr. Krishnava Dutt - Director
Director's commission 9.38 11.05
Dr. Pingali Venugopal - Director
Dr Rupali Basu - Director
Mr. Amit Ghosh - Director
TOTAL- Key Managerial Person 308.30 394.90
Tata Metaliks Limited Employee Provident Fund Contribution made 280.50 273.17
Tata Metaliks Limited Employee Superannuation Fund Contribution made 213.91 195.41
130
NOTES
` in Lakhs
31.03.2019 31.03.2018
Tata Metaliks Limited Employee Gratuity Fund Contribution made 62.99 437.30
TOTAL- Contribution to PEBP 557.40 905.88
` in Lakhs
Name of the related party Nature of outstanding As at 31.03.2019 As at 31.03.2018
Trade payables 4,531.34 1,636.62

Tata Steel Limited Outstanding receivables - 21.03
Interest payable - 1,167.78
TOTAL-Parent Company 4,531.34 2,825.43
Tayo Rolls Limited Trade payables 1.74 1.74
Tata Sponge Iron Limited Outstanding payables - 43.43
Jamshedpur Utilities & Services Company Limited Trade receivables 282.26 6.00
TS Global Procurement Company Pte Limited Trade payables 269.40 3,025.33
The Indian Steel and Wire Products Limited Trade payables 2.01 -
TOTAL- Fellow Subsidiary 555.41 3,076.50
TM International Logistics Limited Advance Paid - 225.28
Trade payables 29.68 -
TKM Global Logistics Limited Trade payables 3.26 8.35
Earnest Money Deposit 12.50 8.00
Advance Paid - 0.12
Mjunction Services Limited
Trade payables 1.68 1.43
Security Deposit - Transporter - 6.00
TOTAL- Joint Venture of Parent Company 47.12 249.18
Tata Sons Private Limited Trade payables 478.04 2.70
TOTAL- Company having significant influence in the 478.04 2.70
parent company
Tata Consultancy Services Limited Outstanding payables - 1.62
Tata TeleServices Limited Security Deposit paid 0.50 0.50
Tata Capital Financial Services Limited Security Deposit paid 7.74 -
Tata Communications Limited Trade payables 0.59 -
Tata International Limited Trade receivables 79.73 22.65
TOTAL-Subsidiary of Tata Sons Private Limited 88.56 24.77
Terms and conditions of transactions with related parties

Transactions related to dividend were on the same terms and conditions that applied to other shareholders. The sale to and purchases
from related parties are made in the ordinary course of business. Outstanding balances at the year end are unsecured and interest free and
settlement occurs in cash. No provision are held against receivable from related parties.
131
NOTES
34. Income taxes

(i) Income tax expenses recognised in the Statement of Profit or Loss are analysed as follows:
` in Lakhs
31.03.2019 31.03.2018
Current taxes 4,687.05 4,426.87
Deferred taxes (1,670.03) (306.58)
3,017.02 4,120.29
(ii) The reconciliation of estimated income taxes to income tax expenses is as follows:
` in Lakhs
31.03.2019 31.03.2018
Pofit from continuing operations before income tax expense 21,297.79 20,131.23
Pofit/ (Loss) from discontinuing operations before income tax expense (92.10) (92.87)
Total profit before Income taxes 21,205.69 20,038.36
Tax at the applicable tax rate of 34.944% (FY 2017-18: 34.608%) * 7,410.12 6,934.88
Tax effect of income exempt from tax/items that are not deductable 124.43 482.73
Previously unrecognised MAT credit now recognised to reduce deferred tax expense (4,333.72) (2,368.13)
Utilisation / Credit of unrecognised tax loss and unabsorbed depreciation - (411.20)
Tax effect of other adjustments (183.81) (517.99)
3,017.02 4,120.29
* Finance Act 2018 changed the statutory tax rate applicable for Indian companies having turnover of more than ` 250 Crore from 34.608% to 34.944% (including
surcharge and cess) from assessment year 2019-20.
(iii) The reconciliation of applicable tax rate & effective tax rate:
%
31.03.2019 31.03.2018
Applicable tax rate 34.94% 34.61%
Tax effect of income exempt from tax/items that are not deductable 0.59% 2.41%
Previously unrecognised MAT credit now recognised to reduce deferred tax expense -20.44% -11.82%
Utilisation / Credit of unrecognised tax loss and unabsorbed depreciation 0.00% -2.05%
Tax effect of other adjustments -0.86% -2.59%
Effective tax rate 14.23% 20.56%
(iv) Income tax recognised in Other Comprehensive Income

` in Lakhs
31.03.2019 31.03.2018
Current Tax
- Remeasurement of defined benefit obligation (1.69) 1.88
132
NOTES
35. Deferred Tax Balances

(a) The following is the analysis of deferred tax assets/ (liabilities) presented in the balance sheet:
As at As at
31.03.2019 31.03.2018
Deferred tax assets 9,663.48 7,235.36
Deferred tax liabilities (7,686.88) (6,928.78)
1,976.60 306.58
` in Lakhs
Recognised in
2018-19 Opening Balance Closing Balance
profit or loss
Deferred tax liabilities/ (assets) in relation to:
Property, plant & equipment 6,928.78 758.10 7,686.88
Unabsorbed business loss (412.87) 412.87 -
Other provisions (27.49) (328.26) (355.75)
MAT credit entitlement ( refer note below) (6,795.00) (2,512.73) (9,307.73)
(306.58) (1,670.02) (1,976.60)
` in Lakhs
Recognised in
2017-18 Opening Balance Closing Balance
profit or loss
Deferred tax liabilities/ (assets) in relation to:
Property, plant & equipment 5,371.35 1,557.43 6,928.78
Unabsorbed business loss (4,322.86) 3,909.99 (412.87)
Other provisions (1,048.49) 1,021.00 (27.49)
MAT credit entitlement - (6,795.00) (6,795.00)
- (306.58) (306.58)
The company has carrying amount of MAT credit of ` 9,307.73 Lakhs (March ‘2018 ` 6,795 Lakhs ) based on assessment ( including application
of sensitivity analysis on key inputs) of future profitability where it is reasonably certain that the same would be utilised within the time period
in keeping with the provisions of Income tax Act. The future profitability are based on assumptions (internal/external factors) such as expected
increase in production out of Board approved projects , estimates on cost of inputs, estimates on sales price etc.
(b) Unrecognised deferred tax assets on minimum alternate tax credit:
` in Lakhs
As at As at
31.03.2019 31.03.2018
Mat credit - 5,029.76
- 5,029.76
The amount of unrecognized minimum alternate tax credits on which no deferred tax assets has been recognized as at March 31, 2019 is Nil
(March 31, 2018 : ` 5,029.76 Lakhs)
133
NOTES
36. Leases:
A. Finance lease — as lessee
The company has entered into following finance leases:
(i) Company has entered into agreement with Metaliks Fuel Private Limited. to construct two coke oven batteries for the purpose of
coke conversion.
(ii) Company has voluntarily offered to be a committed user of the facilities for the ﬁxed tenure.
(iii) The agreement is for a period of 10 years.
(iv) The facility is of a specialised nature as the drawings and design of the same is integrated with the power plant.
Disclosure under Finance Lease as Lessee:
` in Lakhs
As at As at
31.03.2019 31.03.2018
(i) Minimum lease payments
- Within one year 968.55 1,237.00
- After one year but not more than five years 3,541.80 3,726.60
- More than five years 2,500.06 3,284.16
Total 7,010.41 8,247.76
(ii) Present value of minimum lease payments
- Within one year 366.00 563.10
- After one year but not more than five years 1,780.71 1,702.75
- More than five years 2,000.39 2,444.25
Add: Future finance charges 2,863.31 3,537.66
Total 7,010.41 8,247.76
The Net Carrying amount of the assets acquired under finance lease included under plant 4,227.20 4,716.00
and equipment in Note – 4A
B. Total rental expenses relating to operating leases are charged as rent under note 27.

37. Discontinued Operations:

Based on decision of the Board of Directors of the Company at its meeting held on November 19, 2012 the Company has filed an application
with the appropriate authority for closure of the Redi Plant, located at Terekhol Road, District: Sindhudurg, Redi - 416 517, Maharashtra, in
accordance with the provisions of the Industrial Disputes Act, 1947. The application was initially rejected by the authority and the company
has filed a review petition before the same authority. In the mean time the Company has negotiated with the employees for settlement and an
agreement was signed on March 25, 2013 with the employees' union. The Company and the employees' union have filed the settlement details
with the Commissioner of Labour to facilitate the closure process. The carrying value of property, plant and equipment, current assets and
current liabilities of the Redi Plant as at March 31, 2019, were ` 1,187.91 Lakh (March 31, 2018 ` 1,187.91 Lakh), ` 15.14 Lakh (March 31, 2018
` 15.87 Lakh) and ` 2.67 Lakh (March 31, 2018 ` 27.63 Lakh) respectively.
` in Lakhs
Discontinued Operations
Year Ended Year Ended
31.03.2019 31.03.2018
Revenue from Operations - -
Other Income 2.06 2.32
Total income ( A ) 2.06 2.32
Raw materials consumed - -
Changes in stock of finished goods - -
Employee benefits expense 19.40 18.50
134
NOTES
` in Lakhs
Discontinued Operations
Year Ended Year Ended
31.03.2019 31.03.2018
Depreciation - -
Other expenses 74.76 76.69
Total expenses other than finance cost ( B ) 94.16 95.19
Finance cost ( C ) - -
Profit/(Loss) before exceptional items and tax ( A-B-C ) (92.10) (92.87)
Exceptional items - -
Profit/(Loss) before tax (92.10) (92.87)
Tax (incl deferred tax) - -
Profit/(Loss) after tax (92.10) (92.87)
Net cash flow from/(used in) operating activities (92.10) (92.87)
Net cash flow from investing activities - -
Net cash flow from financing activities - -
38. Capital Management

The Company's capital management is intended to create value for shareholders by facilitating the meeting of long-term and short-term goals
of the Company.
The Company determines the amount of capital required on the basis of annual operating plans and long-term product and other strategic
investment plans. The funding requirements are met through equity and other long-term/short-term borrowings. The Company's policy is
aimed at combination of short-term and long-term borrowings.
The Company monitors the capital structure on the basis of total debt to equity ratio and maturity profile of the overall debt portfolio
of the Company.
` in Lakhs
As at 31.03.2019 As at 31.03.2018
(i) Equity Share capital 2,808.50 2,528.80

(ii) Other Equity 73,899.13 33,339.40
Total equity (a) 76,707.63 35,868.20
(i) Short-term borrowings 71.76 21,776.68
(ii) Long-term borrowings 3,781.10 19,980.30
(iii) Current Maturity of long term debt 366.00 5,771.43
Total debt (b) 4,218.86 47,528.41
(i) Cash and cash equivalents and Other balances with banks 2,881.92 321.06
Total cash (c) 2,881.92 321.06
Net debt {d=(b-c)} 1,336.94 47,207.35
Total capital (equity + net debt) 78,044.57 83,075.55
Net debt to equity ratio 0.02 1.32
The company has no material financial covenants.
39. Financial risk management objectives and policies

The Company’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, security deposits
and employee liabilities. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to
support its operations. The Company’s principal financial assets include trade and other receivables, and cash and short-term deposits that
derive directly from its operations. The Company also enters into derivative transactions.
135
NOTES
The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these
risks. The Company’s senior management is supported by a Risk Management Compliance Board that advises on financial risks and the
appropriate financial risk governance framework for the Company. The financial risk committee provides assurance to the Company’s senior
management that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are
identified, measured and managed in accordance with the Company’s policies and risk objectives. All derivative activities for risk management
purposes are carried out by specialist personnel's that have the appropriate skills, experience and supervision. It is the Company’s policy that
no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of
these risks, which are summarised below.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity
risk. Financial instruments affected by market risk include loans and borrowings, deposits, mutual fund investment and derivative
financial instruments.
The sensitivity analyses in the following sections relate to the position as at March 31, 2019 and March 31, 2018.
The sensitivity analyses have been prepared on the basis that the amount of debt and derivatives.
The following assumptions have been made in calculating the sensitivity analyses:
- The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial
assets and financial liabilities held at March 31, 2019 and March 31, 2018.
- The sensitivity of equity is calculated by considering the effect of any associated derivatives at March 31, 2019 and March 31, 2018 for the
effects of the assumed changes of the underlying risk
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest
rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligations with
floating interest rates.
The Company is subject to variable interest rates on some of its interest bearing liabilities. The Company's interest rate exposure is mainly
related to debt obligations. The Company also uses a mix of interest rate sensitive financial instruments to manage the liquidity and fund
requirements for its day to day operations like short term loans.
The risk estimates provided assume a parallel shift of 70 basis points interest rate across all yield curves. This calculation also assumes that the
change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The year end balances are
not necessarily representative of the average debt outstanding during the period.
136
NOTES
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings
affected, after the impact of derivative instruments. With all other variables held constant, the Company’s profit before tax is affected through
the impact on floating rate borrowings, as follows:
` In Lakhs
Increase/decrease in Effect on profit Effect on post-tax
basis points before tax equity
31-Mar-19 +70 (0.50) (0.33)
-70 0.50 0.33
31-Mar-18 +100 (268.97) (213.66)
-100 268.97 213.66
Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange
rates. The Company, as per its risk management policy, uses foreign exchange and other derivative instruments primarily to hedge foreign
exchange exposure. Any weakening of the functional currency may impact the Company's cost of imports and cost of borrowings and
consequently may increase the cost of financing the Company's capital expenditures.
The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of
these risks by using derivative financial instruments in accordance with its risk management policies.
The company exposure to foreign currency risk at the end of reporting period expressed in INR are as follows:
` in Lakhs
As at 31.03.2019 As at 31.03.2018
USD USD
Financial Assets
Trade Receivables 356.88 339.36
Derivative Assets
Foreign Exchange Forward Contracts - (339.36)
Net Exposure to Foreign Currency Risk (Assets) 356.88 -
Financial Liabilities
Borrowings - 12,921.26
Trade Payables 12,584.60 4,076.73
Other Financial liabilities 73.43 70.23
Derivative Liabilities
Foreign Exchange Forward Contracts (11,374.69) (15,685.51)
Net Exposure to Foreign Currency Risk (Liabilities) 1,283.34 1,382.71
Net Exposure to Foreign Currency Risk ( Assets - Liabilities) (926.46) (1,382.71)
137
NOTES
Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in USD exchange rates, with all other variables held constant.
The impact on the Company’s profit before tax is due to changes in the fair value of monetary assets and liabilities. The Company’s exposure to
foreign currency changes for all currencies other than US Dollars is not material.
` In Lakhs
Effect on profit Effect on post-tax
Change in USD rate
before tax equity
31-Mar-19 +8% (74.12) (48.22)
-8% 74.12 48.22
31-Mar-18 +9% (124.44) (98.85)
-9% 124.44 98.85
The movement in the post-tax effect is a result of a change in the fair value of derivative financial instruments not designated in a hedge
relationship and monetary assets and liabilities denominated in INR, where the functional currency of the entity is a currency other than INR.
Although the derivatives have not been designated in a hedge relationship, they act as an economic hedge and will offset the underlying
transactions when they occur.
Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial
loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including
deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
Customer credit risk is managed by each divisions subject to the Company’s established policy, procedures and control relating to customer
credit risk management. Outstanding customer receivables are regularly monitored and any shipments to major customers are generally
covered by letters of credit or other forms of credit insurance.
The companies maximum exposure to credit risk for the components of the Balance Sheet as of March 31, 2019 and March 31, 2018 is the
carrying amounts as disclosed in Note 40
The risk relating to trade receivables is shown under Note 10.
Other Financial Assets
Credit risk from balances with banks, term deposits, loan, investments and derivative instruments is managed by Company's finance
department. Investment of surplus fund are made only with approved counterparties who meet the minimum threshold requirement.
The Company monitors rating, credit spreads and financial strength of its counterparties.
Liquidity risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain
sufficient liquidity and ensure that funds are available for use as per requirements.
The Company has obtained fund and non-fund based working capital lines from various banks. The Company’s objective is to maintain a
balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, buyer's credit and other means of
borrowings. The company invests its surplus funds in liquid schemes of mutual funds, which carry no/low mark to market risk.
The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a
sufficient variety of sources of funding and debt maturing within 12 months can be rolled over with existing lenders.
The table below provides details regarding the contractual maturities of financial liabilities including estimated interest payments as at
March 31, 2019 and March 31, 2018.
138
NOTES
` in Lakhs
As at 31-03-2019 On demand less than 1 year 1 to 5 years > 5 years Total
Borrowings from banks 71.76 - - - 71.76
Finance Lease - 366.00 1,780.71 2,000.39 4,147.10
Trade payables - 48,107.84 - - 48,107.84
Derivatives - foreign currency - 290.40 - - 290.40
forward contracts
Other financial liabilities - 739.46 - - 739.46
71.76 49,503.70 1,780.71 2,000.39 53,356.56
` in Lakhs
As at 31-03-2018 On demand less than 1 year 1 to 5 years > 5 years Total
Borrowings from banks 8,197.31 18,787.70 15,833.30 - 42,818.31
Finance Lease - 563.10 1,702.75 2,444.25 4,710.10
Trade payables - 19,801.68 - - 19,801.68
Derivatives - foreign currency - 58.37 - - 58.37
forward contracts
Other financial liabilities - 2,413.57 - - 2,413.57
8,197.31 41,624.42 17,536.05 2,444.25 69,802.03
The Company has pledged its receivables in order to fulfil the collateral requirements for secured borrowings and secured working capital limits.
At March 31, 2019 and March 31, 2018, the fair values of the receivables pledged were ` 27,781.29 Lakhs and ` 21,419.03 Lakhs respectively.
40. Financial Instruments

The significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and
expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2 to the
financial statements
(a) Financial assets and liabilities
The carrying value of financial instruments by categories as of March 31, 2019 is as follows:
` in Lakhs
Derivative
Amortised
instruments Fair Value through Total carrying Total fair
cost
not in hedging Profit and Loss value value
relationship
Assets:
Trade receivables - 27,781.29 - 27,781.29 27,781.29
Investments - 1.52 - 1.52 1.52
Cash and cash equivalents - 2,770.68 - 2,770.68 2,770.68
Other Bank Balance - 111.24 - 111.24 111.24
Other financial assets - 4,338.34 - 4,338.34 4,338.34
Total - 35,003.07 - 35,003.07 35,003.07
Liabilities:
Borrowings - 4,218.86 - 4,218.86 4,218.86
Trade payables - 48,107.84 - 48,107.84 48,107.84
Other financial liabilities 290.40 739.46 - 1,029.86 1,029.86
Total 290.40 53,066.16 - 53,356.56 53,356.56
139
NOTES
The carrying value of financial instruments by categories as of March 31, 2018 is as follows:
` in Lakhs
Derivative
Amortised
instruments Fair Value through Total carrying Total fair
cost
not in hedging Profit and Loss value value
relationship
Assets:
Trade receivables - 21,419.03 - 21,419.03 21,419.03
Investments 1.52 1,001.12 1,002.64 1,002.64
Cash and cash equivalents - 257.90 - 257.90 257.90
Other Bank Balance - 63.16 63.16 63.16
Other financial assets - 3,475.08 - 3,475.08 3,475.08
Total - 25,216.69 1,001.12 26,217.81 26,217.81
Liabilities:
Borrowings - 47,528.41 - 47,528.41 47,528.41
Trade payables - 19,801.68 - 19,801.68 19,801.68
Other financial liabilities 58.37 2,413.57 - 2,471.94 2,471.94
Total 58.37 69,743.66 - 69,802.03 69,802.03
Fair value hierarchy:

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or
unobservable and consists of the following three levels:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the
measurement date;
• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or
indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability.
The investments included in Level 2 of fair value hierarchy have been valued using quotes available for similar assets and liabilities in the
active market. The investments included in Level 3 of fair value hierarchy have been valued using the cost approach to arrive at their fair
value. The cost of unquoted investments approximate the fair value because there is a range of possible fair value measurements and the cost
represents estimate of fair value within that range
The following table summarises financial assets and liabilities measured at fair value on a recurring basis and financial assets that are not
measured at fair value on a recurring basis (but fair value disclosure are required):
As at 31.03.2019 Level 1 Level 2 Level 3
Financial Assets:
Investments(Mutual Fund) - - -
Derivative Financial Assets - - -
Total - - -
Financial Liabilities:
Derivative Financial Liabilities - 290.40 -
Total - 290.40 -
140
NOTES
As at 31.03.2018 Level 1 Level 2 Level 3

Financial Assets:
Investments(Mutual Fund) 1,001.12 - -
Total 1,001.12 - -
Financial Liabilities:
Derivative Financial Liabilities - 58.37 -
Total - 58.37 -
Notes
i The other financial assets and liabilities are stated at amortized cost which is approximately equal to their fair value.
ii Derivatives are fair valued using market observable rates and published prices together with forecast cash flow information where applicable.
iii There have been no transfers between level 1 and level 2 for the years ended March 31, 2019 and March 31, 2018.
41. Employee benefits

i) Superannuation fund
The company has a superannuation plan. Separate irrevocable trusts are maintained for employees covered and entitled to benefits. The company contributes
15% of basic salary of the eligible employees to the trust every year. Such contributions are recognized as an expense when incurred. The company has no
further obligation beyond this contribution. Total amount charged to the Statement of Profit and Loss for the year ` 213.91 Lakh
(Previous year ` 195.41 Lakh).
ii) Retiring gratuity

The company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump-sum payment
to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each
completed year of service. Vesting occurs upon completion of five years of service. The company make annual contributions to gratuity funds established as
trusts . Tata Metaliks Limited account for the liability for gratuity benefits payable in the future based on an actuarial valuation. The Company is exposed to
actuarial risk and investment risk with respect to this plan.
The following table sets out the amounts recognized in the financial statements for the retiring gratuity plans in respect of company.
` In Lakhs
Change in defined benefit obligation
31.03.2019 31.03.2018
a Obligation as at the beginning of the year 1,787.76 1,498.61
b Current service cost 179.15 165.27
c Interest cost 132.39 103.05
d Employees' Contributions - -
e Remeasurement Actuarial (gains)/losses experience 12.29 136.22
f Exchange rate variation - -
g Benefits paid (45.17) (52.94)
h Past Service costs-plan amendments - 10.26
i Obligations of new companies acquired - 35.85
j Actuarials (gain) / loss - demographic assumptions - -
k Settlements - -
l Actuarial (gain)/Losses - finance assumptions (10.19) (108.56)
Obligation as at the end of the year 2,056.23 1,787.76
141
NOTES
` In Lakhs
Change in plan assets
31.03.2019 31.03.2018
a Fair value of plan assets as at beginning of the year 1,543.09 1,024.14
b Interest income 116.40 86.40
c Remeasurement gains/(losses) - -
d Employers' Contributions 62.99 437.30
e Employees' Contributions - -
f Return on plan assets greater/( lesser) than discount rate 7.76 12.34
h Assets of new companies acquired - -
i Acquisition adjustments - 35.85
j Settlements - -
Fair value of plan assets as at end of the year 1,685.06 1,543.09
` In Lakhs
Amount recognised in the balance sheet consists of
31.03.2019 31.03.2018
a Fair value of plan assets as at end of the year 1,685.06 1,543.09
b Present value of obligation as at the end of the year 2,056.23 1,787.76
Net Asset/(liability) (371.17) (244.67)
Retirement benefit asset - Current - -
Retirement benefit asset - Non current - -
Retirement benefit liability - Current (371.17) (244.67)
Retirement benefit liability - Non current - -
` In Lakhs
Cost recognised in the statement of profit and loss
31.03.2019 31.03.2018
a Service cost
Current service cost 179.15 165.27
Past Service Cost - 10.26
b Net interest expense 15.99 16.65
195.14 192.18
Cost recognised in the statement of other comprehensive income
a The return on plan assets (excluding amounts included in net interest expense) (7.76) (12.34)
b Actuarial gains and losses arising from changes in demographic assumption - -
c Actuarial gains and losses arising from changes in financial assumption 12.29 136.22
d Actuarial gains and losses arising from changes in experience adjustments (10.19) (108.56)
(5.66) 15.32
Total cost recognised in the statement of profit and loss 189.48 207.50
The assumptions used in accounting for the retiring gratuity plans are set out below:
` In Lakhs
31.03.2019 31.03.2018
a Discount rate 7.50% 7.50%
b Rate of escalation in salary 7.50% 7.50%
c Withdrawal rates 1.00% 0.10 to 0.50%
d Mortality rate Indian assured lives mortality
(2006-08) Ult
142
NOTES
The weighted average duration of the defined benefit obligation as at March 31, 2019 is 11 years ( March 31, 2018: 12 years)
The Company expects to contribute ` 371.17 Lakh to the funded retiring gratuity plans in financial year 2020 (March 31,
2018: ` 244.67 Lakh)
The fair value of Company's plan asset as of March 31, 2019 and March 31, 2018 by category are as follows:
As at For the year ended
31.03.2019 31.03.2018
Investment details (%)
a Funded with LICI 97% 96%
b Bank balances 3% 4%
100% 100%
The table below outlines the effect on the defined benefit obligation in the event of a increase / decrease of 1% in the assumed discount
rate and salary escalation rate.
Impact on defined benefit obligation
Assumption Increase in assumptions Decrease in assumptions
31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18
Discount rate (+/- 1%) -10% -11% 12% 13%
Salary escalation (+/- 1%) 11% 12.88% -10% -11%
The above sensitivity analyses are based on change in an assumption while holding all other assumptions constant. In practice, this is
unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit
obligations to significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the
projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit obligation
recognised in the Balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.
iii) Pension Plan - Ex- Managing Director (Mr. Harsh K Jha)
The Company accounts for post-retirement defined benefit arrangements using Ind AS 19 ‘Employee Benefits’, with independent actuaries
being used to calculate the costs, assets and liabilities to be recognised in relation to these schemes. The present value of the defined
benefit obligation, the current service cost and past service costs are calculated by these actuaries using the projected unit credit method.
However, the ongoing funding arrangements of each scheme, in place to meet their long term pension liabilities, are governed by the
individual scheme documentation and national legislation. The accounting and disclosure requirements of Ind AS 19 do not affect these
funding arrangements.
The following table sets out the disclosure pertaining to pension benefits of Mr Harsh K Jha
` In Lakhs
31.03.2019 31.03.2018
a Obligation as at the beginning of the year 230.11 243.49
b Current service cost - -
e Remeasurement (gains)/losses 2.79 (6.12)
h Past Service costs - -
i Obligations of new companies acquired - -
j Obligations of companies disposed off - -
k Settlements - -
l Curtailments - -
Obligation as at the end of the year 225.80 230.11
143
NOTES
` In Lakhs
As at As at
31.03.2019 31.03.2018
a Fair value of plan assets as at end of the year - -
b Present value of obligation as at the end of the year 225.80 230.11
Net Asset/(liability) 225.80 230.11
Retirement benefit liability - Current 22.26 22.29
Retirement benefit liability - Non current 203.54 207.82
` In Lakhs
31.03.2019 31.03.2018
a Service cost
Current service cost - -
Past Service Cost - -
16.38 16.22
a The return on plan assets (excluding amounts included in net interest expense) - -
b Actuarial gains and losses arising from changes in demographic assumption - -
c Actuarial gains and losses arising from changes in financial assumption - (8.83)
d Actuarial gains and losses arising from changes in experience adjustments 2.79 2.71
2.79 (6.12)
Total cost recognised in the statement of profit and loss 19.17 10.10
The assumptions used in accounting for the pension plan of Ex- Managing Director (Mr. Harsh K Jha) is set out below:
31.03.2019 31.03.2018
b Mortality rate Indian assured lives mortality
(2006-08) Ult
The Company expects to contribute ` 225.79 Lakh to the pension plan - Ex- Managing Director (Mr. Harsh K Jha) in financial year 2020
(March 31, 2018: ` 230.11 Lakh)
The table below outlines the effect on the defined benefit obligation in the event of a decrease/increase of 1% in the assumed rate of
discount rate:
31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18
Discount rate (+/- 1%) -7% -7% 8% 8%
The above sensitivity may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in
assumptions would occur in isolation of one another as some of the assumptions may be correlated.
144
NOTES
iv) Post retirement medical benefits

Under this unfunded scheme, employees of the company receive medical benefits subject to certain limits on amounts of benefits, periods
after retirement and types of benefits, depending on their grade and location at the time of retirement. Separated from the Company
as part of an Early Separation Scheme, on medical grounds or due to permanent disablement are also covered under the scheme.
The company account for the liability for post-retirement medical scheme based on an actuarial valuation.
` In Lakhs
31.03.2019 31.03.2018
a Obligation as at the beginning of the year 21.76 20.74
b Current service cost - -
e Remeasurement (gains)/losses (1.96) (0.42)
g Benefits paid - -
h Past Service costs - -
i Obligations of new companies acquired - -
j Obligations of companies disposed off - -
k Settlements - -
l Curtailments - -
Obligation as at the end of the year 21.43 21.76
` In Lakhs
As at As at
31.03.2019 31.03.2018
a Fair value of plan assets as at end of the year - -
b Present value of obligation as at the end of the year 21.43 21.76
Net Asset/(liability) 21.43 21.76
Retirement benefit liability - Current 1.87 1.87
Retirement benefit liability - Non current 19.56 19.89
` In Lakhs
31.03.2019 31.03.2018
a Service cost
Current service cost - -
Past Service Cost - -
1.63 1.44
a The return on plan assets (excluding amounts included in net interest expense) - -
b Actuarial gains and losses arising from changes in demographic assumption (1.96) 0.48
c Actuarial gains and losses arising from changes in financial assumption - (0.90)
d Actuarial gains and losses arising from changes in experience adjustments - -
(1.96) (0.42)
Total cost recognised in the statement of profit and loss (0.33) 1.02
145
NOTES
The assumptions used in accounting for the post retirement medical benefits plans are set out below:
31.03.2019 31.03.2018
b Mortality rate Indian assured lives mortality
(2006-08) Ult
The table below outlines the effect on the defined benefit obligation in the event of a decrease/increase of 1% in the assumed rate of
discount rate :
31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18
Discount rate (+/- 1%) -7% -16% 8% 3%
The above sensitivity may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in
assumptions would occur in isolation of one another as some of the assumptions may be correlated.
v) Provident Fund
Contributions towards provident funds are recognised as expense for the year. The Company has set up a Provident Fund Trust which is
administered by Trustees. Both the employees and the Company make monthly contributions to the Fund at specified percentage of the
employee’s salary and aggregate contributions along with interest thereon are paid to the employees/nominees at retirement, death or
cessation of employment.
The Trust invests funds following a pattern of investments prescribed by the Government. The interest rate payable to the members of the
Trust is not lower than the rate of interest declared annually by the Government under The Employees’ Provident Funds and Miscellaneous
Provisions Act, 1952 and shortfall, if any, on account of interest is to be made good by the Company.
The Actuary has carried out actuarial valuation of plan’s liabilities and interest rate guarantee obligations as at the Balance Sheet date
using Projected Unit Credit Method and Deterministic Approach as outlined in the Guidance Not 29 issued by the Institute of Actuaries
of India. Based on such valuation, no amount is required to be provided towards future anticipated shortfall with regard to interest rate
obligation of the Company as at the Balance Sheet date. Disclosures given hereunder are restricted to the information available as per the
Actuary’s Report.
` In Lakhs
Principal Actuarial Assumptions
31st March 2019 31st March 2018
Discount Rate 7.50% 7.50%
Mortality Rate Indian Assured Indian Assured
Lives Mortality Lives Mortality
(2006-08) (2006-08)
(modified) (modified)
Expected Return on Fund 8.65% in 2019-20, 8.55%
8.60% thereafter
Total amount charged to the Statement of Profit and Loss for the year ` 280.50 Lakh (Previous year ` 273.17 Lakh)
vi)
Leave Obligation
The leave obligation cover the company's liability for privilege leave and sick leave to be availed by employees. These employees can carry
forward a portion of the unutilised leave balances and utilise it in future periods or receive cash in lieu thereof (except in case of sick leave
for certain category of employees) as per the Company's policy. The Company records a provision for leave obligations in the period in
which the employees render the services that increases this entitlement.
146
NOTES
vii) Others
Others consist of company and employee contribution to:
i. Employees Pension Scheme [Total amount charged to the Statement of Profit and Loss for the year ` 155.32 Lakh (Previous year
2017-18 ` 132.15 Lakh)]
ii. Employees State Insurance [Total amount charged to the Statement of Profit and Loss for the year ` 10.85 Lakh ( Previous year 2017-18
` 36.38 Lakh)]
Contribution to these schemes are made by the company as required as per the statute.
42. The Company is in the process of evaluating the impact of the recent Supreme Court Judgment in case of "Vivekananda Vidyamandir And
Others Vs The Regional Provident Fund Commissioner (II) West Bengal" and the related circular (Circular No. C-I/1(33)2019/Vivekananda
Vidya Mandir/284) dated March 20, 2019 issued by the Employees’ Provident Fund Organisation in relation to non-exclusion of certain
allowances from the definition of "basic wages" of the relevant employees for the purposes of determining contribution to provident fund
under the Employees' Provident Funds & Miscellaneous Provisions Act, 1952. In the assessment of the management the aforesaid matter is
not likely to have a significant impact and accordingly, no provision has been considered in these Financial Statements.
43. Changes in accounting policies

This note explains the impact of the adoption of Ind As 115 Revenue from Contracts with Customers on the financial statements.
The company has adopted Ind AS 115 Revenue from Contracts with Customers from 1 April, 2018 which resulted in changes in accounting
policies and adjustments to the amounts recognised in the financial statements. In accordance with the transition provisions in Ind
AS 115, the company has adopted the new rules retrospectively and has restated comparatives for the year ended 31st March' 2018,
wherever material.
As a result of the change in the company's accounting policy, comparative information for the previous year had to be restated (not
material to the financial statement), which includes increase in Revenue from Operations (note 20) by ` 37 Lakh, increase in Freight and
Handling Charges (note 27) by ` 37 Lakh, decrease in Trade Receivables (note 10) by ` 50 Lakh and decrease in Trade Payables (note
16) by ` 50 Lakh.
There is no impact on the retained earnings as at 1st April' 2018 due to the above adjustments.
Although the company has adopted Ind AS 115 retrospectively, restated items retrospectively in its financial statements, there is no
material effect on the information in the balance sheet at the beginning of the preceding period, hence the entity has not presented a
third balance sheet as at that date (1st April, 2017).
44. Corporate social responsibility expense

Gross amount required to be spent by the company during FY 2018-19 was ` 346.00 Lakhs (2017-18 : ` 300 Lakhs). The details of the
amount spent during the year CSR activity as covered under Schedule-VII to the Companies Act, 2013 is given below:
(` in Lakhs)
In cash Yet to be paid in cash Total
Particulars
FY 2018-19 FY 2017-18 FY 2018-19 FY 2017-18 FY 2018-19 FY 2017-18
(i) Construction / - - - - - -
Acquisition of any asset
(ii) On purposes 348.00 300.00 - - 348.00 300.00
other than (i) above
147
NOTES
45. Assets Pledged as Security

The carrying amounts of assets pledge as security/collateral for current and non current borrowings as follows:
` in Lakhs
As at As at
31.03.2019 31.03.2018
Current
First Charge
Inventories 31,503.50 19,865.82
Trade receivables 27,781.29 21,419.03
Cash and Cash equivalents 2,770.68 257.90
Other balances with banks 111.24 63.16
Other Financial Assets 3,711.65 2,895.02
Other Current Assets 2,267.01 3,843.33
Investments - 1,001.12
68,145.37 49,345.38
Non Current
First Charge
Freehold Buildings - 10,171.53
Plant and Equipment - 46,009.99
Furniture & Fixtures - 119.06
Office Equipments - 61.39
Vehicles - 492.08
Data Processing Equipment - 94.67
Railway Sidings - -
- 56,948.72
46. Previous year's figures have been regrouped/reclassified where necessary to correspond with the current year's classification/disclosure.
For Price Waterhouse & Co Chartered Accountants LLP For and on behalf of the Board of Directors
Firm Registration Number: 304026E/E-300009
Chartered Accountants Koushik Chatterjee Sandeep Kumar
Chairman Managing Director

148
NOTICE
Notice is hereby given that the 29th Annual General Meeting of the re-appointed as an Independent Director of the Company, based
Members of Tata Metaliks Limited (CIN: L27310WB1990PLC050000), on the recommendation of the Nomination and Remuneration
will be held on Tuesday, August 27, 2019 at “Kala Mandir”, 48, Committee, to hold office for the second term of five years
Shakespeare Sarani, Kolkata - 700017 at 11:00 a.m. to transact the commencing September 10, 2019 through September 09, 2024,
following business: not liable to retire by rotation”.
6. Re-appointment of Dr. Pingali Venugopal as an
Ordinary Business:
Independent Director
1. Adoption of Audited Financial Statements
To consider and, if thought fit, to pass the following Resolution as
To receive, consider and adopt the Audited Financial Statements a Special Resolution:
of the Company for the Financial Year ended March 31, 2019 and
“RESOLVED THAT pursuant to the provisions of Sections 149 and
the Reports of the Board of Directors and the Auditors thereon.
152 read with Schedule IV and other applicable provisions, if any,
2. Declaration of Dividend of the Companies Act, 2013 (Act), the Companies (Appointment
and Qualifications of Directors) Rules, 2014 and Regulation 17
To declare dividend of ` 3.50/- per equity share of `10/- each for
and other applicable regulations of the Securities and Exchange
the Financial Year 2018-19.
Board of India (Listing Obligations and Disclosure Requirements)
3. Re-appointment of a Director Regulations, 2015 (Listing Regulations), as amended till date,
Dr. Pingali Venugopal (DIN: 05166520), who was appointed as an
To re-appoint a Director in place of Mr. Sanjiv Paul (DIN:
Independent Director at the 24th Annual General Meeting of the
00086974), who retires by rotation in terms of Section 152(6)
Company held on September 10, 2014 and who holds office up
of the Companies Act, 2013, and being eligible, seeks
to September 09, 2019, and who is eligible for re-appointment
re-appointment.
and who meets the criteria for independence as provided in
4. Re-appointment of a Director Section 149(6) of the Act along with the Rules framed thereunder
and Regulation 16(1)(b) of Listing Regulations and who has
To re-appoint a Director in place of Ms. Samita Shah (DIN:
submitted a declaration to that effect and in respect of whom the
02350176), who retires by rotation in terms of Section 152(6)
Company has received a Notice in writing from a Member under
of the Companies Act, 2013, and being eligible, seeks
Section 160(1) of the Act proposing his candidature for the office
re-appointment.
of Director be and is hereby re-appointed as an Independent
Director of the Company, based on the recommendation of the
Special Business Nomination and Remuneration Committee, to hold office for
5. Re-appointment of Mr. Krishnava Satyaki Dutt as an the second term of five years commencing September 10, 2019
Independent Director through September 09, 2024, not liable to retire by rotation”.
To consider and, if thought fit, to pass the following Resolution as 7. Related Party Transaction(s) with T S Global Procurement
a Special Resolution: Company Pte. Ltd. for purchase of Coal/ Coke
“RESOLVED THAT pursuant to the provisions of Sections 149 and To consider and, if thought fit, to pass the following Resolution as
152 read with Schedule IV and other applicable provisions, if any, an Ordinary Resolution:
of the Companies Act, 2013 (Act), the Companies (Appointment
“RESOLVED THAT pursuant to the provisions of Section 188 of the
and Qualifications of Directors) Rules, 2014 and Regulation 17
Companies Act, 2013 (Act) and other applicable provisions, if any,
and other applicable regulations of the Securities and Exchange
read with Rule 15 of the Companies (Meetings of Board and its
Board of India (Listing Obligations and Disclosure Requirements)
Powers) Rules, 2014, as amended till date, Regulation 23(4) of the
Regulations, 2015 (Listing Regulations), as amended till date,
Securities and Exchange Board of India (Listing Obligations and
Mr. Krishnava Satyaki Dutt (DIN: 02792753), who was appointed
Disclosure Requirements) Regulations, 2015 (Listing Regulations)
as an Independent Director at the 24th Annual General
and the Company’s policy on Related Party Transactions, approval
Meeting of the Company held on September 10, 2014 and who
of Members be and is hereby accorded to the Board of Directors
holds office up to September 09, 2019, and who is eligible for
of the Company to enter into contract(s)/ arrangement(s)/
re-appointment and who meets the criteria for independence
transaction(s) with T S Global Procurement Company Pte. Ltd., a
as provided in Section 149(6) of the Act along with the Rules
related party within the meaning of Section 2(76) of the Act and
framed thereunder and Regulation 16(1)(b) of Listing Regulations
Regulation 2(1)(zb) of the Listing Regulations, for purchase of
and who has submitted a declaration to that effect and in
Coal/ Coke (as detailed in the Statement annexed to the Notice)
respect of whom the Company has received a Notice in writing
for a sum not exceeding ` 350 crore, at arm’s length basis and in
from a Member under Section 160(1) of the Act proposing
the ordinary course of business, for the Financial Year 2019-20.
his candidature for the office of Director be and is hereby
149
RESOLVED FURTHER THAT the Board be and is hereby authorized Members shall be deemed to have given their approval thereto
to do and perform all such acts, deeds, matters and things, as expressly by the authority of this resolution.
may be necessary, including finalizing the terms and conditions,
RESOLVED FURTHER THAT the Board be and is hereby authorized
methods and modes in respect thereof and finalizing and
to delegate all or any of the powers herein conferred, to any
executing necessary documents, including contracts, schemes,
Director(s) or Chief Financial Officer, Company Secretary
agreements and such other documents, file applications and
or any other Officer(s)/Authorized Representative(s) of the
make representations in respect thereof and seek approval from
Company, to do all such acts and take such steps as may be
relevant authorities, including Governmental authorities in this
considered necessary or expedient to give effect to the aforesaid
regard and deal with any matters, take necessary steps as the
resolution(s)”.
Board may in its absolute discretion deem necessary, desirable
or expedient to give effect to this resolution and to settle any 9. Related Party Transactions with Tata Steel Limited for
question that may arise in this regard and incidental thereto, purchase of Coke
without being required to seek any further consent or approval
of the Members or otherwise to the end and intent that the
an Ordinary Resolution:
Members shall be deemed to have given their approval thereto
expressly by the authority of this resolution. “RESOLVED THAT pursuant to the provisions of Section 188 of the
and the Company’s policy on Related Party Transactions, approval
resolution(s)”.
8. Related Party Transaction(s) with Tata Steel Limited for transaction(s) with Tata Steel Limited, a related party within the
purchase of Iron Ore Lump and Fines meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of
the Listing Regulations, for purchase of Coke from Hooghly Met
Coke (HMC) (as detailed in the Statement annexed to the Notice)
for a sum not exceeding ` 450 crore, at arm’s length basis and in
“RESOLVED THAT pursuant to the provisions of Section 188 of the the ordinary course of business for the Financial Year 2019-20.
to do and perform all such acts, deeds, matters and things, as
and the Company’s Policy on Related Party Transactions, approval
transaction(s) with Tata Steel Limited, a related party within the
meaning of Section 2(76) of the Act and Regulation 2(1)(zb)
of the Listing Regulations, for Purchase of Iron Ore Lump and
or expedient to give effect to this resolution and to settle any
Fines (as detailed in the Statement annexed to the Notice) for a
question that may arise in this regard and incidental thereto,
sum not exceeding ` 300 crore, at arm’s length basis and in the
ordinary course of business for the Financial Year 2019-20.
RESOLVED FURTHER THAT the Board be and is hereby authorized Members shall be deemed to have given their approval thereto
to do and perform all such acts, deeds, matters and things, as expressly by the authority of this resolution.
resolution(s)”.
or expedient to give effect to this resolution and to settle any 10. Ratification of Remuneration payable to Cost Auditors
question that may arise in this regard and incidental thereto,
To consider and if thought fit, to pass the following resolution as
150
“RESOLVED THAT pursuant to the provisions of Section 148 and other 5. In case of joint holders attending the meeting, only such
applicable provisions, if any, of the Companies Act, 2013 read with joint holder(s) who are higher in the order of names will be
the Companies (Audit and Auditors) Rules, 2014, as amended till entitled to vote.
date, the Company hereby ratifies the remuneration of ` 3,00,000/-
6. Members/ Proxies/ Authorized Representatives are requested
plus applicable taxes and re-imbursement of out-of-pocket
to bring the duly filled Attendance Slip enclosed herewith to
expenses payable to M/s Shome & Banerjee, Cost Accountants (Firm
attend the meeting.
Registration Number – 000001) who have been appointed by the
Board of Directors on the recommendation of Audit Committee, as 7. The dividend on equity shares, as recommended by the Board
the Cost Auditors of the Company, to conduct audit of the cost records of Directors, if approved at the AGM, will be paid on and from
maintained by the Company as prescribed under the Companies (Cost Saturday, August 31, 2019 as under:
Records and Audit) Rules, 2014, as amended, for the Financial Year
• In respect of Equity Shares held in physical form, to all those
ending March 31, 2020.
members whose names appear on the Company's Register
RESOLVED FURTHER THAT the Board of Directors (the ‘Board’ of Members after giving effect to valid transmission or
which term includes a duly constituted Committee of the Board transposition requests lodged with the Company at the end of
of Directors) be and is hereby authorised to do all such acts, business hours on Monday, August 19, 2019.
deeds, matters and things as may be considered necessary,
• In respect of Equity Shares held in electronic form, to all the
desirable and expedient for giving effect to this Resolution
beneficial owners of the shares as at the end of business hours
and/or otherwise considered by them to be in the best interest
on Monday, August 19, 2019 as per details furnished by the
of the Company".
Depositories for this purpose.
NOTES
Members are requested to register their bank details with their
1. The Statement under Section 102 of the Companies Act, 2013 depository participant in case they hold shares in electronic form
(Act) relating to item nos. 5 to 10 as mentioned above forms or with the Company's Registrar and Transfer Agent (RTA), R&D
part of this Notice and the details as required under Securities Infotech Pvt. Ltd., in case of holding in physical form to facilitate
and Exchange Board of India (Listing Obligations and Disclosure payment of dividend etc., either in electronic mode or for
Requirements) Regulations, 2015 (Listing Regulations), as printing on the payment instruments.
amended, and Secretarial Standard on General Meetings (SS-2)
8. The Registers of Members of the Company will be closed
issued by The Institute of Company Secretaries of India in respect
from August 20 to August 27, 2019 (both days inclusive) for
of Directors seeking appointment at the Annual General Meeting
the purpose of Annual General Meeting and dividend for
(Meeting or AGM) is furnished as Annexure to the Notice.
Financial Year 2018-19.
2. MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS
A
9. As per Regulation 40 of Listing Regulations, as amended,
ALSO ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE
securities of listed companies can be transferred only in
AT THE AGM INSTEAD OF HIMSELF/HERSELF. SUCH PROXY
dematerialized form with effect from April 01, 2019, except in
NEED NOT BE A MEMBER OF THE COMPANY.
case of request received for transmission or transposition of
3. Members are requested to note that a person can act as a securities. In view of this and to eliminate all risks associated
proxy on behalf of Members not exceeding 50 in number and with physical shares and for ease of portfolio management,
holding in the aggregate not more than 10% of the total share members holding shares in physical form are requested to
capital of the Company carrying voting rights. In case a proxy consider converting their holdings to dematerialized form.
is proposed to be appointed by a Member holding more than Members can contact the Company or Company’s RTA, R &
10% of the total share capital of the Company carrying voting D Infotech Pvt. Ltd., 1st Floor, 7A, Beltala Road, Kolkata– 700
rights, then such proxy shall not act as a proxy for any other 026, Phone: +91-33-24192641/42, Telefax: +91-33-24741657,
person or Member. E-mail: [email protected]; [email protected], for assistance
in this regard.
Proxies, in order to be effective, must be received at the
Registered Office of the Company at Tata Centre, 10th Floor, 43, 10. Members are requested to intimate changes, if any, pertaining
J. L. Nehru Road, Kolkata - 700071, duly completed and signed, to their name, postal address, email address, telephone/ mobile
not less than forty-eight hours before the commencement of numbers, Permanent Account Number (PAN), mandates,
the AGM. A proxy form is being sent along with this Notice. nominations, power of attorney, bank details such as, name of
Proxies submitted on behalf of limited companies, societies etc., the bank and branch details, bank account number, MICR code,
must be supported by an appropriate resolution or authority, IFSC code, etc., to their Depository Participants in case the shares
as applicable. are held in electronic form and to R & D Infotech Pvt. Ltd., 1st
Floor, 7A, Beltala Road, Kolkata– 700 026, in case the shares are
4. Corporate members intending to send their authorised
held in physical form.
representative(s) to attend the AGM are requested to send
a certified copy of the Board Resolution to the Company 11. Members holding shares in physical form, in identical order
authorising their representative(s) to attend and vote on their of names, in more than one folio are requested to send to the
behalf at the Meeting of the Company. Company or the RTA, the details of such folios together with the
151
share certificates for consolidating their holdings in one folio. also liable to be transferred to the demat account of the IEPF
A consolidated share certificate will be issued to such Members Authority. In view of this, Members/ Claimants are requested to
after making requisite changes. claim their dividends from the Company, within the stipulated
timeline. Members, whose unclaimed dividends/shares have
12. Members desiring any information mentioned in the Notice
been transferred to IEPF, may claim the same by making an
and accompanying statement shall be available for inspection
application to the IEPF Authority, in Form No. IEPF-5 available
by Members at the Registered Office of the Company during
on www.iepf.gov.in. The Members/ Claimants can file only one
business hours on all working days, up to the date of the AGM
consolidated claim in a Financial Year as per the IEPF Rules.
and will also be kept open at the venue of the AGM till the
conclusion of the AGM. 20. Members who have not yet encashed their dividend warrants for
the Financial Years ended March 31, 2016 onwards are requested
13. Members desiring any information with respect to the Financial
to make their claims to the Company accordingly, without any
Statements, are requested to write to the Company at an early
delay. It may be noted that the unclaimed dividend for Financial
date so as to enable the Management to keep the information
Year 2015-16 can be claimed by Members till June 28, 2023.
ready at the AGM.
Members may note that the list of unpaid/unclaimed
14.
As per the provisions of Section 72 of the Act, the facility for
dividend is available on the website of the Company at
making nominations is available to the Members in respect of
www.tatametaliks.com/investors/list-of-unpaid-unclaimed-
shares held by them. Members who have not yet registered their
dividend.aspx.
nomination are requested to submit their nomination in Form No.
SH-13. Nomination forms can be obtained from the office of the 21. A
t the 27th AGM held on July 26, 2017, the Members approved
RTA by Members holding shares in physical form. Members holding appointment of Price Waterhouse & Co Chartered Accountants LLP,
shares in electronic form may obtain nomination forms from their Chartered Accountants (ICAI Registration No.304026E/ E300009),
respective Depository Participants. as Statutory Auditors of the Company to hold office for a period
of five years from the conclusion of that AGM till the conclusion
15. Section 20 of the Act permits service of documents on Members
of the 32nd AGM, subject to ratification of their appointment
by a Company through electronic mode. Hence, in accordance
by Members at every AGM, if so required under the Act.
with the Act read with the Rules framed thereunder, the Notice
The requirement to place the matter relating to appointment of
of this Meeting is being sent through electronic mode to
auditors for ratification by Members at every AGM has been done
those Members whose e-mail addresses are registered with
away by the Companies (Amendment) Act, 2017 with effect from
the Company/ Depository Participant unless any Member has
May 07, 2018. Accordingly, no resolution is being proposed for
requested for a physical copy of the Notice. For Members who
ratification of appointment of statutory auditors at the 29th AGM.
have not registered their e-mail addresses, physical copies of the
said Notice are being sent by the permitted mode. Members may Voting through electronic means
note that the said Notice will also be available on the Company’s 1. In compliance with Section 108 of the Act, read with Rule 20 of
website i.e. www.tatametaliks.com and on the website of NSDL at the Companies (Management and Administration) Rules, 2014
www.evoting.nsdl.com. and Regulation 44 of Listing Regulations, each as amended from
time to time and the Secretarial Standard on General Meetings
16. To support “Green Initiative”, Members holding shares in physical
(SS-2) issued by The Institute of Company Secretaries of India, the
form are requested to convert their shares in dematerialised form
Company is pleased to provide to its Members the facility to cast
and the Members who have not yet registered their email IDs are
their votes electronically, through e-voting services provided by
requested hereby to register their respective email IDs with the
National Securities Depository Limited (NSDL), on the resolutions
RTA of the Company.
set forth in this Notice. Members may cast their votes using an
17. Route map to the venue of the AGM forms part of this Notice. electronic voting system from a place other than the venue of
the Meeting (“remote e-voting”) and the services will be provided
18. Members are requested to send all communications relating to
by NSDL. Instructions for remote e-voting (including process
shares and unclaimed dividends, change of address, bank details,
and manner of e-voting) are given below. The Resolution passed
email address etc., to the RTA at the following address:
by remote e-voting are deemed to have been passed as if they
R & D Infotech Pvt. Ltd. 7A, Beltala Road, Kolkata - 700 026. have been passed at the Meeting. The Notice of the Meeting
Phone: +91-33-24192641/42; Telefax: +91-33-24741657; Email: indicating the instructions of remote e-voting process along with
[email protected]; [email protected]. printed attendance slip and proxy form can be downloaded from
the NSDL’s website (www.evoting.nsdl.com) or the Company’s
If the shares are held in electronic form, then change of address
website (www.tatametaliks.com).
and change in the bank accounts etc., should be furnished to
their respective Depository Participants. 2. The Board of Directors has appointed Mr. P. V. Subramanian,
(Membership No. ACS 4585/ C.P. No. 2077), Practicing
19. Members are requested to note that dividends, if not encashed
Company Secretary, as the Scrutinizer to scrutinize the remote
for a consecutive period of 7 years from the date of transfer
e-voting process as well as voting at the Meeting in a fair and
to Unpaid Dividend Account of the Company, are liable to be
transparent manner.
transferred to the Investor Education and Protection Fund
(IEPF). The shares in respect of such unclaimed dividends are
152
3. The facility for voting through electronic voting system or ballot e. Your password details are given below:
paper shall be made available at the Meeting and the Members
i. If you are already registered for e-Voting, then you can
(including proxies) attending the meeting who have not cast
use your existing password to login and cast your vote.
their vote by remote e-voting shall be able to exercise their right
to vote at the Meeting. ii. If you are using NSDL e-Voting system for the first
time, you will need to retrieve the “initial password”
4. Members who have cast their vote by remote e-voting prior
which was communicated to you. Once you retrieve
to the Meeting may also attend the Meeting but shall not be
your “initial password”, you need to enter the
entitled to cast their vote again.
“initial password” and the system will force you to
5. Members can opt for only one mode of voting, i.e. either by change your password.
remote e-voting or voting at the Meeting. In case Members
iii. How to retrieve your “initial password”?
cast their vote through both the modes, voting done by
remote e-voting shall prevail and votes cast at the Meeting • If your email ID is registered in your demat account
shall be treated as invalid. or with the Company, your “initial password” is
communicated to you on your email ID. Trace the
6. Instructions for e-voting are as under:
email sent to you from NSDL in your mailbox.
How do I vote electronically using NSDL e-Voting system?
Open the email and open the attachment i.e. a .pdf
The way to vote electronically on NSDL e-Voting system consists file. Open the .pdf file. The password to open the .pdf
of “Two Steps” which are mentioned below: file is your 8 digit client ID for NSDL account, last 8
digits of client ID for CDSL account or folio number
tep 1: Log-in to NSDL e-Voting system at
S
for shares held in physical form. The .pdf file contains
https://www.evoting.nsdl.com/
your “User ID” and your “initial password”.
Step 2: Cast your vote electronically on NSDL
• If your email ID is not registered, your “initial
e-Voting system.
password” is communicated to you on your
Details on Step 1 are mentioned below: postal address.
How to Log-in to NSDL e-Voting website? f. If you are unable to retrieve or have not received the “Initial
password” or have forgotten your password:
a. Visit e-voting website of NSDL. Open web browser by typing
the URL: https://www.evoting.nsdl.com/ either on a personal i. Click on “Forgot User Details/Password?” (If you are
computer or on a mobile. holding shares in your demat account with NSDL or
CDSL) option available on www.evoting.nsdl.com.
b. Once the home page of e-Voting system is launched,
click on the icon “Login” which is available under ii. Click on “Physical User Reset Password?” (If you are
“Shareholders” section. holding shares in physical mode) option available on
www.evoting.nsdl.com.
c. A new screen will open. You will have to enter your User
ID, your Password and a Verification Code as shown on the iii. If you are still unable to get the password by
screen. Alternatively, if you are registered for NSDL e-services aforesaid two options, you can send a request at
i.e. IDeAS, you can log-in at https://eservices.nsdl.com/ with [email protected] mentioning your demat account
your existing IDeAS login. Once you log-in to NSDL e-services number/folio number, your PAN, your name and your
after using your log-in credentials, click on e-Voting and you registered address.
can proceed to Step 2 i.e. cast your vote electronically.
g. After entering your password, tick on Agree to “Terms and
d. Your User ID details will be as per details given below: Conditions” by selecting on the check box.
i. For Members who hold shares in demat account h. Now, you will have to click on “Login” button.
with NSDL: 8 Character DP ID followed by 8 Digit Client
i. After you click on the “Login” button, Home page of
ID (For example if your DP ID is IN300*** and Client ID is
e-Voting will open.
12****** then your user ID is IN300***12******).
Details on Step 2 are given below:
ii. For Members who hold shares in demat account
How to cast your vote electronically on NSDL e-Voting system?
with CDSL: 16 Digit Beneficiary ID (For example if your
Beneficiary ID is 12************** then your user ID is 1. After successful login at Step 1, you will be able to see the
12**************). Home page of e-Voting. Click on e-Voting. Then, click on
Active Voting Cycles.
iii. For Members holding shares in Physical Form: EVEN
(E-Voting Event Number) followed by Folio Number 2. After click on Active Voting Cycles, you will be able to see all the
registered with the Company. (For example if your Folio companies “EVEN” (E-Voting Event Number) in which you are
No. is 00**** and EVEN is 110708, then your user ID is holding shares and whose voting cycle is in active status.
11070800*****).
3. Select “EVEN” of the Company i.e. 110708 to cast your vote.
153
4. Now you are ready for e-Voting as the Voting page opens. password, you can reset your password by using “Forgot User
Details/Password?” or “Physical User Reset Password?” option
5. ast your vote by selecting appropriate options i.e. assent or
C available on www.evoting.nsdl.com or contact NSDL at the Toll
dissent, verify/modify the number of shares for which you free no.: 1800-222-990 or email at [email protected].
wish to cast your vote and click on “Submit” and also
“Confirm” when prompted. 5. At the Meeting, at the end of the discussion on the resolution on
which voting is to be held, the Chairman shall, with the assistance
6. Upon confirmation, the message “Vote cast successfully” of the Scrutinizer, allow voting for all those Members who are
will be displayed. present at the Meeting but have not cast their vote electronically
using the remote e-voting facility.
7. You can also take the printout of the votes cast by you by clicking
on the print option on the confirmation page. 6. In case of any queries, you may refer the FAQs for Members
and e-voting user manual for Shareholders available
8. Once you confirm your vote on the resolution, you will not be at the “downloads” section of NSDL’s e-voting website:
allowed to modify your vote. www.evoting.nsdl.com. You can also send your queries/
General Guidelines for Members: grievances relating to e-voting at:
1. I nstitutional Members (i.e. other than individuals, HUF, NRI etc.,) are Name and Designation: Mr. Amit Vishal, Senior Manager
required to send scanned copy (PDF/JPG Format) of the relevant Address: Trade World, A Wing, 4th & 5th Floors, Kamala Mills
Board Resolution/Authority letter etc., with attested specimen Compound, Lower Parel, Mumbai – 400013.
signature of the duly authorized signatory(ies) who are authorized E-mail id and Phone Number(s):
to vote, to the Scrutinizer by e-mail to [email protected] [email protected]; 022-24994360;
with a copy marked to [email protected]. Toll free no.: 1800-222-990.
2. It is strongly recommended not to share your password with Declaration of Results on the Resolution:
any other person and take utmost care to keep your password 1. The Scrutinizer shall immediately after the conclusion of voting
confidential. Login to the e-voting website will be disabled upon at the AGM, count the votes cast at the AGM and thereafter
five unsuccessful attempts to key in the correct password. In such unblock the votes cast through remote e-voting in the presence
an event, you will need to go through the “Forgot User Details/ of at least two witnesses not in the employment of the Company
Password?” or “Physical User Reset Password?” option available on and make, not later than 48 hours of conclusion of the Meeting, a
www.evoting.nsdl.com to reset the password. consolidated Scrutinizer’s Report of the total votes cast in favour
or against, if any, to the Chairman or a person authorized by him
3. In case of any queries, you may refer to the Frequently Asked in writing who shall countersign the same.
Questions (“FAQs”) for Shareholders and e-voting user manual
2. The Chairman or a person authorized by him in writing shall
for Shareholders available at the “Downloads” section of declare the result of the voting forthwith.
www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or
send a request at [email protected]. 3. T he results declared along with the Scrutinizer’s Report shall be
placed on the Company’s website (www.tatametaliks.com) and on
Other Instructions the website of NSDL (www.evoting.nsdl.com) immediately after the
1. The remote e-voting period commences on August 23, 2019 (9:00 result is declared by the Chairman or any other person authorized by
a.m. IST) and ends on August 26, 2019 (5:00 p.m. IST). During the Chairman and the same shall be communicated to BSE Limited
this period, Members holding shares either in physical form or in and The National Stock Exchange of India Limited, where the shares
dematerialized form, as on August 19, 2019, (“Cut-off date”) may of the Company are listed. The results shall also be displayed on the
cast their vote by remote e-voting. The remote e-voting module notice board at the Registered Office of the Company.
shall be disabled by NSDL for voting thereafter. Once the vote
on a resolution is cast by the Member, the Member shall not be By Order of the Board of Directors
allowed to change it subsequently or cast the vote again. sd/-
Sankar Bhattacharya
2. You can also update your mobile number and e-mail id in the Chief – Corporate Governance
user profile details of the folio which may be used for sending Kolkata & Company Secretary
future communication(s). April 15, 2019 (Membership No. ACS 11438)
3. T he voting rights of Members shall be in proportion to their share(s)
of the paid-up equity share capital of the Company as on the Cut-off Registered Office:
date i.e. August 19, 2019, and as per the Register of Members of Tata Centre, 10th Floor, 43, J. L. Nehru Road,
the Company. Please note, only a person, whose name is recorded Kolkata – 700071.
in the Register of Members or in the Register of Beneficial Owners Tel: 91 33 6613 4200 | Fax: 91 33 2288 4372
maintained by the Depositories as on the Cut-off date shall be CIN: L27310WB1990PLC050000
entitled to avail the facility of e-voting either through remote E-mail: [email protected]
e-voting or voting at the Meeting through e-voting or ballot paper. Website: www.tatametaliks.com
4. ny person, who acquires shares of the Company and becomes

A
a Member of the Company after dispatch of Annual Reports,
may obtain the login ID and password by sending a request
at [email protected]. However, if you are already registered
with NSDL for remote e-voting then you can use your existing
user ID and password for casting your vote. If you forgot your
154
Annexure to Notice
Statement pursuant to Section 102 of the Companies Act, 2013 (Act)
The following Statement sets out all material facts relating to Item None of the Directors and Key Managerial Personnel of the Company
Nos. 5 to 10 mentioned in the accompanying Notice. or their respective relatives, except Mr. Dutt to whom the resolution
relates, is concerned or interested, financially or otherwise, in the
Item No. 5
resolution mentioned at Item No. 5 of the Notice.
Based on recommendation of Nomination and Remuneration
Committee, the Board of Directors proposes the re-appointment The Board recommends the Resolution set forth in Item No. 5 for the
of Mr. Krishnava Satyaki Dutt (DIN: 02792753) as an Independent approval of Members.
Director, for a second term of five years commencing September 10,
Item No. 6
2019 through September 09, 2024, not liable to retire by rotation.
Based on recommendation of Nomination and Remuneration
Mr. Dutt was appointed as an Independent Director at the 24th
Committee, the Board of Directors proposes the re-appointment of
Annual General Meeting (AGM) of the Company and holds office up
Dr. Pingali Venugopal (DIN: 05166520) as an Independent Director, for
to September 09, 2019. The Company has, in terms of Section 160(1)
a second term of five years commencing September 10, 2019 through
of the Act, received in writing a notice from a Member, proposing his
September 09, 2024, not liable to retire by rotation. Dr. Venugopal was
candidature for the office of Director.
appointed as an Independent Director at the 24th Annual General
The Board, based on the performance evaluation and recommendation Meeting (AGM) of the Company and holds office up to September 09,
of Nomination and Remuneration Committee, considers that given his 2019. The Company has, in terms of Section 160(1) of the Act, received
background, experience and contribution, the continued association in writing a notice from a Member, proposing his candidature for the
of Mr. Dutt would be beneficial to the Company and it is desirable to office of Director.
continue to avail his services as an Independent Director.
The Board, based on the performance evaluation and recommendation
The Company has received from Mr. Dutt (i) Consent in writing to of Nomination and Remuneration Committee, considers that given his
act as Director in Form DIR-2 pursuant to Rule 8 of the Companies background, experience and contribution, the continued association of
(Appointment and Qualifications of Directors) Rules, 2014; (ii) Dr. Venugopal would be beneficial to the Company and it is desirable to
Intimation in Form DIR-8 in terms of the Companies (Appointment continue to avail his services as an Independent Director.
and Qualifications of Directors) Rules, 2014, to the effect that he is
The Company has received from Dr. Venugopal (i) Consent in writing
not disqualified under Section 164(2) of the Act and (iii) Declaration
to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies
pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20,
(Appointment and Qualifications of Directors) Rules, 2014; (ii)
2018, that he has not been debarred from holding office of a Director
Intimation in Form DIR-8 in terms of the Companies (Appointment
by virtue of any Order passed by Securities and Exchange Board of
and Qualifications of Directors) Rules, 2014, to the effect that he is
India or any other such authority.
not disqualified under Section 164(2) of the Act and (iii) Declaration
In the opinion of the Board, he is a person of integrity and fulfills pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20,
the conditions specified in the Act and Listing Regulations for 2018, that he has not been debarred from holding office of a Director
appointment as an Independent Director and is independent of by virtue of any Order passed by Securities and Exchange Board of
the management of the Company. The terms and conditions of his India or any other such authority.
appointment shall be open for inspection by the Members at the
In the opinion of the Board, he is a person of integrity and fulfills
Registered Office of the Company during the normal business hours
the conditions specified in the Act and Listing Regulations for
on any working day (except Saturday) and will also be kept open at
appointment as an Independent Director and is independent of
the venue of the AGM till the conclusion of the AGM.
the management of the Company. The terms and conditions of his
Mr. Dutt started his legal career at Calcutta High Court. After a short appointment shall be open for inspection by the Members at the
stint there, he joined ICICI Bank in Mumbai. He later joined Amarchand Registered Office of the Company during the normal business hours
Mangaldas in 2005 and was made partner in 2007, before retiring in on any working day (except Saturday) and will also be kept open at
June 2009. After that, he founded Argus Partners. Mr. Dutt has been the venue of the AGM till the conclusion of the AGM.
identified by India Business Law Journal as one of India's top 100
Dr. Venugopal has 35 years of experience in various areas of the
lawyers. RSG Consulting (London) has identified Mr. Dutt as being
marketing functions. Currently, he is the coordinator of the Centre for
among the leading second generation of Indian corporate lawyers.
Global Management and Responsible Leadership at XLRI, Jamshedpur.
In compliance with the provisions of Section 149 read with His research and publications cover different marketing topics.
Schedule IV of the Act and Regulation 17 of Listing Regulations and
In compliance with the provisions of Section 149 read with Schedule
other applicable Regulations, the re-appointment of Mr. Dutt as
IV of the Act and Regulation 17 of Listing Regulations and other
Independent Director is now being placed before the Members for
applicable Regulations, the re-appointment of Dr. Venugopal as
their approval by way of a Special Resolution.
Independent Director is now being placed before the Members for
their approval by way of Special Resolution.
155
None of the Directors and Key Managerial Personnel of the Company Tata Steel Group, it has an inherent advantage of specialized
or their respective relatives, except Dr. Venugopal to whom the knowledge, skill and economies of scale which helps in better
resolution relates, is concerned or interested, financially or otherwise, negotiation of price considering the value in use with the
in the resolution mentioned at Item No. 6 of the Notice. vendors, and the comparatively smaller volume of your Company.
The Board recommends the Resolution set forth in Item No. 6 for the ii. TSGP is able to plan large vessels and the Company benefits
approval of Members. from lower freight. This improves the overall landed cost
for the Company.
Item No. 7
Context: iii. Bulk procurement from TSGP ensures consistency in obtaining
A resolution for related party transaction for the value of ` 350 crore bulk raw materials for production with established supply chain
for procurement of Coal/ Coke from T S Global Procurement Company which is essential for uninterrupted operations and increased
Pte. Ltd. (TSGP) was approved by the Members of the Company at the productivity of the Company.
28th AGM held on July 02, 2018 for Financial Year 2018-19. The said
Approval being sought for Financial Year 2019-20:
approval has expired on March 31, 2019. To ensure that the Company
As per the requirements of Regulation 23(4) of the SEBI (Listing
continues to procure Coal/ Coke, approval of the Members is being
Obligations and Disclosure Requirements) Regulations, 2015 (Listing
sought, to enter into related party transaction(s) with TSGP for an
Regulations), all material related party transactions shall require the
amount of ` 350 crore for Financial Year 2019-20.
approval of Members through a Resolution. Further, the explanation
Background and Details of the Transaction: to Regulation 23(1) of the Listing Regulations provides that a
Consistent, cost effective and assured supply of bulk Coal/ Coke, of transaction with a related party shall be considered material if the
desired quality, is a key requirement for the Company. The Company transaction(s) to be entered into individually or taken together with
intends to procure bulk Coal/ Coke from TSGP to have consistent previous transactions during the Financial Year, exceeds 10% of the
control over quality of the supplies. This transaction will help the annual consolidated turnover of the Company as per the last audited
Company to manage manufacturing operations smoothly and financial statements of the Company.
ensure the desired quality and quantity of Coal/ Coke is available for
TSGP is a related party in terms of Regulation 2(1)(zb) of the Listing
uninterrupted operations and increased productivity.
Regulations. The estimated value of transaction with TSGP for
Benefits of procuring from TSGP: Financial Year 2019-20 will be ` 350 crore, which would breach the
materiality threshold of 10% of the annual turnover of the Company
The strategic advantages for the Company in procuring from
i.e. ` 216 crore as per last audited financial statements of FY 2018-19.
TSGP are as under:
Hence, it is proposed to secure Members’ approval for the related
i. TSGP by virtue of its size/ trading book has a better negotiating
party contract(s)/ arrangement(s) to be entered into with TSGP during
position with the miners/ suppliers, to secure competitive
Financial Year 2019-20, as mentioned in Item No. 7 of the Notice.
sourcing rates. As TSGP handles the bulk procurement of
Pursuant to Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014, as amended till date, particulars of the transactions etc.,
are as follows:
Sl. Particulars Remarks

1 Name of the Related Party T S Global Procurement Company Pte. Ltd.
2 Name of the Director or KMP who is related Mr. Koushik Chatterjee, Chairman
3 Nature of Relationship Fellow Subsidiary
4 Nature, material terms, monetary value and particulars of the The transaction involves purchase of Coal/Coke on a continuous basis for an
contract or arrangement aggregate amount of ` 350 crore during Financial Year 2019-20.
5 Any other information relevant or important for the members to All important information forms part of the statement setting out material
take a decision on the proposed resolution facts pursuant to Section 102(1) of the Companies Act, 2013 which has been
mentioned in the foregoing paragraphs.
Arm’s Length Pricing: The Board recommends the Ordinary Resolution set forth at Item No.
The related party contract/ transaction mentioned in this proposal 7 of the Notice for approval of the Members.
has been evaluated by a reputed external independent accounting/
None of the Directors and/or Key Managerial Personnel of the
consulting firm and the firm has confirmed that the proposed pricing
Company and/or their respective relatives, is concerned or interested,
mechanism mentioned above meets the arm’s length testing criteria.
in the resolution mentioned at Item No. 7 of the Notice.
The related party transaction also qualifies as contract under ordinary
course of business.
156
Item No. 8 ii. The iron ore from Khonbond, Joda and Noamundi mines of TSL
Context: are perfect for the grade and quality your Company produces.
A resolution for related party transaction for the value of ` 200 crore
iii. Bulk procurement from TSL ensures consistency in obtaining
for procurement of iron ore lumps and fines from Tata Steel Limited
bulk raw materials for production with established supply chain
(TSL) was approved by the Members of the Company at the 28th AGM
which is essential for uninterrupted operations and increased
held on July 02, 2018 for Financial Year 2018-19. The said approval has
productivity of the Company.
expired on March 31, 2019. To ensure that the Company continues to
procure iron ore lump and fines, approval of the Members is being Approval being sought for Financial Year 2019-20:
sought, to enter into related party transaction(s) with TSL for an As per the requirements of Regulation 23(4) of the SEBI (Listing
amount of ` 300 crore for Financial Year 2019-20. Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Background and Details of the Transaction:
Consistent, cost effective and assured supply of Iron Ore Lump and
to Regulation 23(1) of the Listing Regulations provides that a
Fines, of desired quality, is a key requirement for the Company.
transaction with a related party shall be considered material if the
The Company intends to procure bulk iron ore lumps and fines
transaction(s) to be entered into individually or taken together with
from TSL to have consistent control over quality of the supplies.
previous transactions during the Financial Year, exceeds 10% of the
This transaction will help the Company to manage manufacturing
annual consolidated turnover of the Company as per the last audited
operations smoothly and ensure the desired quality and quantity of
financial statements of the Company.
iron ore lump and fines is available for uninterrupted operations and
increased productivity. TSL is a related party in terms of Regulation 2(1)(zb) of the Listing
Regulations. The estimated value of transaction with TSL for Financial
Benefits of procuring from TSL:
Year 2019-20 will be ` 300 crore, which would breach the materiality
threshold of 10% of the annual turnover of the Company i.e. ` 216
TSL are as under:
crore as per last audited financial statements of FY 2018-19.
i. TSL is one of the largest steel producing companies in the world.
As TSL has multiple mines, consistent and cost effective supply
party contract(s)/ arrangement(s) to be entered into with TSL during
of iron ore lumps and fines becomes easier for the comparatively
smaller volume of your Company.
Pursuant to Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014, as amended till date, particulars of the transactions etc.,
are as follows:

1 Name of the Related Party Tata Steel Limited
2 Name of the Director or KMP who is related Mr. Koushik Chatterjee, Executive Director and Chief Financial Officer
3 Nature of Relationship Holding Company
(55.06% of paid-up Equity Share Capital)
4 Nature, material terms, monetary value and particulars of the Contract for purchase of iron ore lump and fines. Monetary value of
contract or arrangement proposed aggregate transaction(s) during financial year 2019-20 is expected
to be `300 crore.
Company and/or their respective relatives, is concerned or interested,
in the resolution mentioned at Item No. 8 of the Notice.
course of business.
157
Item No. 9 ii. The quantity to be purchased from TSL will be based on actual
Context: price of coal and conversion charge, thereby reducing the
A resolution for related party transaction for the value of ` 450 crore exposure to the volatility of coke price.
for procurement of Coke from Hooghly Met Coke (HMC), a division
iii. Bulk procurement from TSL ensures consistency in obtaining
of Tata Steel Limited (TSL) was approved by the Members of the
bulk raw materials for production with established supply chain
Company at the 28th AGM held on July 02, 2018 for Financial Year
which is essential for uninterrupted operations and increased
2018-19. The said approval has expired on March 31, 2019. To ensure
productivity of the Company.
that the Company continues to procure coke from HMC, approval of
the Members is being sought, to enter into related party transaction(s) Approval being sought for Financial Year 2019-20:
with TSL for an amount of ` 450 crore for Financial Year 2019-20. As per the requirements of Regulation 23(4) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Background and Details of the Transaction:
Consistent, cost effective and assured supply of Coke, of desired
quality, is a key requirement for the Company. The Company intends
to Regulation 23(1) of the Listing Regulations provides that a
to procure bulk HMC from TSL to have consistent control over quality
transaction with a related party shall be considered material, if the
of supplies. This transaction will help the Company to manage
transaction(s) to be entered into individually or taken together with
manufacturing operations smoothly and ensure the desired quality
previous transactions during the Financial Year, exceeds 10% of the
and quantity of Coke is available for uninterrupted operations and
annual consolidated turnover of the Company as per the last audited
increased productivity.
financial statements of the Company.
Benefits of procuring from TSL:
TSL is a related party in terms of Regulation 2(1)(zb) of the Listing
Regulations. The estimated value of transaction with TSL for Financial
TSL are as under:
Year 2019-20 will be `450 crore, which would breach the materiality
i. TSL is one of the largest steel producing companies in the world. threshold of 10% of the annual turnover of the Company i.e. ` 216
By virtue of the large size of TSL operations, consistent supply crore as per last audited financial statements of FY 2018-19.
of HMC becomes easier for the comparatively smaller volume
of your Company.
party contract(s)/ arrangement(s) to be entered into with TSL during
Pursuant to Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014, as amended till date, particulars of the transactions etc
are as follows:

1 Name of the Related Party Tata Steel Limited
2 Name of the Director or KMP who is related Mr. Koushik Chatterjee, Executive Director and Chief Financial Officer
3 Nature of Relationship Holding Company
(55.06% of paid-up Equity Share Capital)
4 Nature, material terms, monetary value and particulars of the Contract for purchase of Coke from HMC shall be on a continuous basis.
contract or arrangement Monetary value of proposed aggregate transaction(s) during Financial Year
2019-20 is expected to be `450 crore.
Company and/or their respective relatives, are concerned or
interested, in the resolution mentioned at Item No. 9 of the Notice.
course of business.
158
Item No. 10 None of the Directors and Key Managerial Personnel of the Company
Pursuant to Section 148 of the Act read with Companies (Cost Records or their respective relatives is concerned or interested, financially or
and Audit) Rules, 2014, as amended till date, the Company is required otherwise, in the resolution.
to conduct audit of its cost records by a Cost Accountant in Practice, as
The Board recommends the resolution set forth in Item No. 10 for
specified under the Companies (Cost Records and Audit) Rules, 2014.
approval of the Members.
The Board of Directors of the Company has, on recommendation
of the Audit Committee, appointed M/s Shome & Banerjee, Cost By Order of the Board of Directors
sd/-
Accountants (Firm Registration Number 000001) as the Cost Auditors
Sankar Bhattacharya
of the Company for the Financial Year ending March 31, 2020 at
Chief – Corporate Governance
a remuneration of ` 3,00,000/- (Rupees Three Lakhs only) plus
Kolkata & Company Secretary
applicable taxes and reimbursement of out-of-pocket expenses.
April 15, 2019 (Membership No. ACS 11438)
In accordance with the provisions of Section 148(3) of the Act
read with Companies (Cost Records and Audit) Rules, 2014, the Registered Office:
remuneration payable to the Cost Auditors as recommended by the Tata Centre, 10th Floor, 43, J. L. Nehru Road,
Audit Committee and approved by the Board of Directors has to be Kolkata – 700071.
ratified by the Members of the Company. Accordingly, the consent Tel: 91 33 6613 4200 | Fax: 91 33 2288 4372
of the Members is sought for passing an Ordinary Resolution as set CIN: L27310WB1990PLC050000
out at Item No. 10 of the Notice for ratification of the remuneration E-mail: [email protected]
Website: www.tatametaliks.com
payable to the Cost Auditor of the Company for the Financial Year
ending March 31, 2020.
159
Details of Directors seeking re-appointment at the AGM
Pursuant to Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015
Name of the Director Mr. Sanjiv Paul Ms. Samita Shah Mr. Krishnava Satyaki Dutt Dr. Pingali Venugopal
DIN 00086974 02350176 02792753 05166520

Nationality Indian Indian Indian Indian
Date of Birth 16/03/1963 02/02/1971 16/10/1974 11/05/1958
Date of Appointment 30/03/2013 24/03/2015 05/07/2012 05/01/2012
Qualification B.Tech B.A(Economics) B.Sc. LLB • Fellow Programme in
PGDM – IIM Ahmedabad Management
• PGDM-IIM, Ahmedabad
• BSC (Agriculture)
Expertise in specific functional areas Metallurgical Corporate Finance & Corporate Law Management
Engineer Risk Management
Directorships held in Bodies 1. Tata Pigments 1. Jamipol Limited 1. Balrampur Chini Mills Limited 1. Jamshedpur
Corporate except Tata Metaliks Ltd. Limited 2. Jugsalai Steel Limited 2. Tata Steel BSL Limited Continuous Annealing
3. Jamadoba Steel Limited 3. Macmet Engineering Limited & Processing Company
4. Straight Mile Steel Limited 4. Maithon Power Limited Private Limited
5. Sakchi Steel Limited
6. Bamnipal Steel Limited
7. Noamundi Steel Limited
8. Tata Steel Special
Economic Zone Limited
9. Tata BlueScope Steel
Private Limited
10. A bja Investment Co.
Pte. Ltd.
Chairmanships/ Nil 1.Jamipol Limited: Audit 1. Balrampur Chini Mills Limited: 1. Jamshedpur
Memberships of Committees Committee – Member Audit Committee – Member; Continuous Annealing
2. Tata Steel Special Stakeholders’ Relationship & Processing Company
Economic Zone Limited: Committee – Member Private Limited: Audit
Audit Committee – Member 2. Maithon Power Limited: Committee - Member;
3. Tata BlueScope Steel Audit Committee – Chairman; Nomination and
Private Limited: Corporate Social Responsibility Remuneration
Audit Committee - Committee - Chairman Committee - Member
Chairman; Risk Management
Committee - Chairman
Relationship between Directors, Nil Nil Nil Nil
Manager and other Key Managerial
Personnel inter-se
Shareholding in the Company Nil Nil Nil Nil
Attendance at Board Mr. Paul attended Ms. Shah attended 6 (six) Mr. Dutt attended 6 (six) Board Dr. Venugopal
Meetings in FY 2018-19 5 (five) Board Board Meetings in Meetings in FY 2018-19. attended all the
Meetings FY 2018-19. 7 (seven) Board
in FY 2018-19. Meetings in FY 2018-19.
Remuneration For other details such as remuneration drawn, please refer to the Corporate Governance Report which is a part of
this Integrated Report.
160
Route Map to the AGM Venue
Kala Mandir,
48, Shakespeare Sarani, Kolkata - 700 017
Landmark: Next to IDBI Bank, Zonal Office

Nearest Bus-stop: AJC Bose Road Crossing
Nearest Metro Station: Maidan Metro Station
Distance from AJC Bose Road Crossing: 500 M
Distance from Maidan Metro Station: 1.6 Km
Distance from Rabindra Sadan Metro Station: 2.0 Km
TATA METALIKS LIMITED
Registered Office – Tata Centre, 10th Floor, 43, J. L. Nehru Road, Kolkata – 700 071
Tel: +91-33-66134200, Fax: +91-33-22884372 . CIN: L27310WB1990PLC050000.
Website: www.tatametaliks.com; Email: [email protected]
PROXY FORM (FORM NO. MGT 11]
(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies
(Management and Administration) Rules, 2014, as amended)
29th ANNUAL GENERAL MEETING - TUESDAY, AUGUST 27, 2019 AT 11:00 A.M.
at “Kala Mandir”, 48, Shakespeare Sarani, Kolkata – 700 017
Name of the Member(s): ..............................................................................................................................................................................................................................................

................................................................................................................................................................................................................................................................................................
Registered address : .......................................................................................................................................................................................................................................................
................................................................................................................................................................................................................................................................................................
E-mail ID: ........................................................................................................................ Folio No./ Client ID: ............................................................................................................
DP ID: ................................................................................................................................
I/We, being the Member(s) holding .......................................................................................................................... shares of Tata Metaliks Limited, hereby appoint
1. Name: ......................................................................................................................... E-mail ID: ...............................................................................................................................
Address: ..............................................................................................................................................................................................................................................................................
or Failing him / her ..................................................................................................... Signature: ..............................................................................................................................
2. Name: ......................................................................................................................... E-mail ID: ...............................................................................................................................
Address: ..............................................................................................................................................................................................................................................................................
3. Name: ......................................................................................................................... E-mail ID: ...............................................................................................................................
Address: ..............................................................................................................................................................................................................................................................................
as my/ our proxy to attend and vote (on a poll) for me/ us and on my/ our behalf at the 29th Annual General Meeting of the Company to be held
on Tuesday, August 27, 2019 at 11:00 a.m. (IST) at “Kala Mandir”, 48, Shakespeare Sarani, Kolkata – 700017 and at any adjournment thereof in
respect of such resolutions as are indicated below:
** I wish my above Proxy to vote in the manner as indicated in the box below :
Resolution No. Resolution For Against
Ordinary Business:
1 Consider and adopt the Audited Financial Statements of the Company for the Financial Year
ended March 31, 2019 and the Reports of the Board of Directors and Auditors thereon.
2 Declare dividend of ` 3.50/- per Equity Share of ` 10/- each for Financial Year 2018-19.
3 Appointment of Director in place of Mr. Sanjiv Paul (DIN: 00086974), who retires by rotation and
is eligible for re-appointment.
4 ppointment of Director in place of Ms. Samita Shah (DIN: 02350176), who retires by rotation
A
and is eligible for re-appointment
Special Business:
5 Re-appointment of Mr. Krishnava Satyaki Dutt (DIN: 02792753) as an Independent Director
6 Re-appointment of Dr. Pingali Venugopal (DIN: 05166520) as an Independent Director
7 Approval for Related Party Transaction
10 Ratification of Cost Auditors’ remuneration
Signed this __________________ day of _____________________________ 2019
_____________________________________ ___________________________________________
Signature of Shareholder(s) Affix Signature of Proxy Holders(s)
Revenue
Stamp
NOTES:
1) This Form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company at Tata Centre, 10th Floor, 43,
J.L.Nehru Road, Kolkata – 700 071, not less than 48 hours before the commencement of the Meeting.
2) ** This is optional. Please put a ‘√’ in the appropriate column against the Resolution indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against
the Resolution, your Proxy will be entitled to vote in the manner he/she thinks appropriate.
3) Appointing a Proxy does not prevent a Member from attending in person if he/she so wishes.
4) In case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.
1
2
3 4
5 6
7 8
1. Celebrating with the winners of
various sports events
2. Glimpse from a sports event
3. Children of Government
primary schools celebrate the
birthday of J N Tata
4. Glimpse from Samvaad - a
tribal conclave
5. Independent Directors' visit to a
nearby village school
6. Independent Directors'
visit to the plant
7. World Environment Day
celebrations at Kharagpur
8. College students receiving the
Sadbhavna scholarship
Head Office
Tata Centre, 10th Floor
43, J.L. Nehru Road, Kolkata - 700071
Plant
Village Maheshpur
PO: Samraipur, Gokulpur, Kharagpur
Paschim Midnapur
Pincode - 721301, West Bengal
www.tatametaliks.com

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General Manager - Corporate Services Manager - Listing

The Integrated Report is also available on our website at the link:

This is for your information and records.

TATA METALIKS LIMITED

As we complete 25 years of 02 Accelerating Value-led Growth

production this year, we are at a Business Context

Follow us and join the

With growing infrastructure profitability and margins in the

Capitals Value created (FY 2018-19)

Financial Revenue Earnings

Increase in hot Increase in

Human Rewards and Lost time injury

Capitals Value created (FY 2018-19)

Intellectual Increase in cost Number of Business

our ecological footprint, Materials recycled

What we stand for

Pioneering Integrity Excellence Responsibility Unity

Products Pig Iron Ductile Iron Pipe

'Tata Ductura' is the preferred brand for use

Well positioned to capitalise on

Shareholding pattern (%) Increase in institutional shareholders'

March 31, March 31, March 31, March 31,

Turnover (` in crore) EBITDA (` in crore) EPS (`)

ROCE (%) Net Debt-Equity Ratio (times) Net-Debt/ EBITDA (times)

Net Worth (` in crore) Dividend Payout (%) Market Cap (` in crore)

Adapting to global What does this mean

Capitalising on What does

Our focus remains to offset raw material volatilities by

610 million tonnes

As the metals and mining

Engaging closely with

Customers/ Customer feedback, or as we call it, the Voice of Customer, is key to

Community A harmonious relation with the communities where we are located is

Government Key for ensuring compliance, interpretation of regulations and key to

Key engagement forums Key issues

Employee engagement initiatives, continuous Productivity, training, learning and

Regional meets, visits to dealers, Timely redressal of issues, knowledge and

Identification This year, we enhanced the assessment

Prioritised material issues based on importance for value creation

Critical Very high High

Business risks People risks Infrastructure risks

Strengthening six pillars

Pillars Key enablers Capitals Material issues Page

Pillars Key enablers Capitals Material issues Page

Cost Consistently focussing on operational →→ Manufactured →→ Air emissions

implemented and on the radar include: →→ Supplier engagement

→→ Enhanced customer centricity →→ Manufactured

Concerted efforts towards: →→ Human →→ Harmonious industrial

learning and development engagement

Citizenship and employment.

Focus on Committed to being a leading player in our →→ Manufactured →→ Customer focus

Value Add downstream business

What we depend on How we create value

Our operations depend on natural resources such as water, C

environment through emissions and waste. Process optimisation

with efficient resource utilisation coupled with recycling and

Relationship with stakeholders and partners hi

The relationship we share with our suppliers, vendors,

1. A brief outline of the Company’s CSR policy