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Tata Steel Ltd.

BSE: 500470 Sector: Metals & Mining
BSE 00:00 | 23 May 1023.60 -146.60






NSE 00:00 | 23 May 1022.95






OPEN 1110.00
VOLUME 1426786
52-Week high 1534.60
52-Week low 1003.15
P/E 3.77
Mkt Cap.(Rs cr) 125,012
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1110.00
CLOSE 1170.20
VOLUME 1426786
52-Week high 1534.60
52-Week low 1003.15
P/E 3.77
Mkt Cap.(Rs cr) 125,012
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tata Steel Ltd. (TATASTEEL) - Director Report

Company director report

To the Members

Your Directors take pleasure in presenting the 6th Integrated Report(prepared as per the framework set forth by the International Integrated ReportingCouncil) and the 114th Annual Accounts on the business and operations of Tata SteelLimited ('Tata Steel' or 'Company') along with the summary of the standalone andconsolidated financial statements for the financial year ended March 31 2021.

A. Financial Results




2020-21 2019-20 2020-21 2019-20
Revenue from operations 64869.00 60435.97 156294.18 148971.71
Total expenditure before finance cost depreciation (net of expenditure transferred to capital) 43103.65 45574.40 125789.92 131144.14
Operating Profit 21765.35 14861.57 30504.26 17827.57
Add: Other income 637.89 404.12 895.60 1821.99
Profit before finance cost depreciation exceptional items and tax 22403.24 15265.69 31399.86 19649.56
Less: Finance costs 3393.84 3031.01 7606.71 7580.72
Profit before depreciation exceptional items and tax 19009.40 12234.68 23793.15 12068.84
Less: Depreciation and amortisation expenses 3987.32 3920.12 9233.64 8707.67
Profit / (Loss) before share of profit / (loss) of joint ventures & associates exceptional items & tax 15022.08 8314.56 14559.51 3361.17
Share of profit / (loss) of Joint Ventures & Associates - - 327.34 187.97
Profit / (Loss) before exceptional items & tax 15022.08 8314.56 14886.85 3549.14
Add / (Less): Exceptional Items 2773.05 (1703.58) (1043.16) (4929.58)
Profit before tax 17795.13 6610.98 13843.69 (1380.44)
Less: Tax Expense 4188.51 (132.82) 5653.90 (2552.90)
(A) Profit / (Loss) after tax 13606.62 6743.80 8189.79 1172.46
Total Profit / (Loss) for the period attributable to:
Owners of the Company - - 7490.22 1556.54
Non-controlling interests - - 699.57 (384.08)
(B) Total other comprehensive income 408.74 (648.87) (7211.01) 4482.83
(C) Total comprehensive income for the period [A + B] 14015.36 6094.93 978.78 5655.29
Retained Earnings: Balance brought forward from the previous year 32106.96 27694.90 18127.82 14056.43
Add: Profit for the period 13606.62 6743.80 7490.22 1556.54
Less: Distribution on Hybrid perpetual securities 242.34 266.15 242.34 266.15
Add: Tax effect on distribution of Hybrid perpetual securities 60.99 66.97 60.99 66.97
Add: Other Comprehensive Income recognised in Retained Earnings 61.34 (345.18) (7627.26) 4459.24
Add: Other movements within equity (138.68) - (187.98) 40.32
Balance 45454.89 33894.34 17621.45 19913.35
Which the Directors have apportioned as under to:-
(i) Dividend on Ordinary Shares 1145.93 1489.67 1144.75 1488.13
(ii) Tax on dividends - 297.71 - 297.4
Total Appropriations 1145.93 1787.38 1144.75 1785.53
Retained Earnings: Balance to be carried forward 44308.96 32106.96 16476.70 18127.82


(1) As on March 312021 in respect of NatSteel Holdings Pte. Ltd.('NSH') and Tata Steel (Thailand) Public Company Ltd. ('TSTH') which were earlierclassified as "Held for Sale" Tata Steel Group ('TSG') has reviewed thedevelopments and progress and concluded that the conditions for such a classification areno longer met.

In accordance with Ind AS 105 "Non-current Assets Held for Saleand Discontinued Operations" the assets and liabilities of these businesses havebeen re-classified from 'Held for Sale' as at March 31 2021 and the results have beenre-classified from "Discontinued Operations" to "ContinuingOperations" during the year along with restatement of the previous periods to conformto such a re-classification.

(2) During the year under review exceptional items (ConsolidatedAccounts) primarily represent:

a) Impairment charges (net of reversal) of Rs.1954 crore in respect ofproperty plant and equipment (including capital work-inprogress) right-of-use assets andother assets primarily at Tata Steel Europe ('TSE') mining operations carried out inCanada South-East Asian Operations offset by reversal at Tata Steel Special EconomicZone Limited.

b) Loss on liquidation of subsidiaries amounting to Rs.10 crore at TSE.

c) Net Provision for Employee Separation Scheme ('ESS') amounting toRs.444 crore primarily under Special Scheme at Company's Jharia Collieries amounting toRs.467 crore offset by credit for ESS under Sunehere Bhavishya Ki Yojana ('SBKY') schemeamounting to Rs.23 crore at Tata Steel Limited (Standalone).

d) Fair valuation loss on investment in debentures of a joint venturecompany amounting to Rs.50 crore at Tata Steel Limited (Standalone).

Partly offset by

e) Restructuring and write back of provisions which primarily includeswrite-back of provisions at TSE Rs.88 crore.

f) Reversal of fair value loss Rs.1230 crore on reclassification ofSouth East Asia businesses earlier recognised as 'Held for Sale'.

g) Reversal of impairment of investments provided earlier in one of theassociates of TSG Rs.70 crore.

h) Profit on sale of subsidiaries includes profit of Rs.26 crore onrealisation of deferred consideration at TSE.

The exceptional items (Consolidated Accounts) in financial year 2019-20primarily include:

a) Impairment charges Rs.3197 crore in respect of property plant andequipment (including capital work-in-progress and capital advances right-of-use assetsand intangible asset) primarily at Tata Steel Europe mining operations carried out inCanada Tata Steel Special Economic Zone Limited and at Tata Steel BSL Limited ('TSBSL')along with impairment of Goodwill at Bhubaneshwar Power Private Limited.

b) Fair value loss of non-current assets classified as 'held for sale'of South-East Asian operations Rs.1175 crore.

c) Provision for demands and claims amounting to Rs.196 crore relatingto certain statutory demands and claims on environment and mining matters including Rs.86crore relating to SVLDRS - Sabka Vishwas Legal Dispute Resolution Scheme at Tata SteelLimited (Standalone).

d) Provision for Employee Separation Scheme under Sunehere Bhavishya KiYojana scheme amounting to Rs.107 crore at Tata Steel Limited (Standalone).

e) Restructuring provisions amounting to Rs.161 crore at TSE.

f) Expenses incurred on stamp duty and registration fees for a portionof land parcels and mines acquired as part of business combination Rs.27 crore andprovision for coal block performance guarantee Rs.134 crore at Tata Steel Long ProductsLimited (formerly Tata Sponge Iron Limited).

g) Provision for impairment of doubtful capital advances amounting toRs.42 crore at TSBSL.

h) Provisions for severance pay amounting to Rs.16 crore at Tata SteelThailand.

i) Fair valuation loss on investment in preference shares held at oneof the associate companies amounting to Rs.250 crore at Tata Steel Limited (Standalone).

Partly offset by

j) Restructuring and write-back of provisions which primarily includeswrite-back of liabilities no longer required at Tata Steel BSL Limited amounting to Rs.154crore and settlement credit received at The Indian Steel & Wire Products Ltd.amounting to Rs.18 crore.

k) Profit on sale of subsidiaries amounting to Rs.149 crore and profiton liquidation of group companies amounting to Rs.41 crore at TSE.

l) Net gain on disposal of Subsidiaries amounting to Rs.13 crore atNatSteel Holdings.

m) Gain on recovery of advances earlier provided for amounting to Rs.1crore at Tata Steel Limited (Standalone).

1. Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ('SEBI Listing

Regulations') the Board of Directors of the Company (the 'Board')formulated and adopted the Dividend Distribution Policy ('Policy').

The Policy is annexed to this report (Annexure 1) and is also availableon our website at media/6086/dividend-policy-final.pdf

2. Dividend

For financial year 2020-21 the Board has recommended a dividend ofRs.25/- per fully paid-up Ordinary (equity) Share (previous year: Rs.10/- per fullypaid-up Ordinary (equity) Share) and in respect of the outstanding partly paid-up Ordinary(equity) Shares of the Company on which call money remains unpaid as on the date of bookclosure for the dividend payment the dividend will be paid in proportion to the amountpaid-up on such shares i.e. Rs.6.25 per partly paid-up Ordinary (equity) Share of Rs.10/-each (paid-up Rs.2.504 per share) [previous year: Rs.2.504 per partly paid-up Ordinary(equity) Share].

The Board has recommended dividend based on the parameters laid down inthe Dividend Distribution Policy and dividend will be paid out of the profits for theyear.

The dividend on Ordinary Shares (fully paid-up as well as partlypaid-up) is subject to the approval of the Shareholders at the Annual General Meeting('AGM') scheduled to be held on Wednesday June 30 2021 and will be paid on and fromFriday July 2 2021.

Based on the Ordinary Shares (fully paid-up as well as partly paid-up)as on the date of this report the dividend if approved would result in a cash outflow ofof Rs.2996.60 crore. The dividend on Ordinary Shares (fully paid-up as well as partlypaid-up) is 250% of the paid-up value of each share. The total dividend pay-out works outto 22% (previous year: 17%) of the net profit (on Standalone basis).

Pursuant to the Finance Act 2020 dividend income is taxable in thehands of the shareholders effective April 1 2020 and the Company is required to deducttax at source from dividend paid to the Members at prescribed rates as per the Income TaxAct 1961.

The Register of Members and Share Transfer Books of the Company willremain closed from Saturday June 19 2021 to Wednesday June 30 2021 (both daysinclusive) for the purpose of payment of the dividend and AGM for the financial year endedMarch 31 2021.

3. Transfer to Reserves

The Board of Directors has decided to retain the entire amount ofprofit for financial year 2020-21 in the statement of profit and loss.

4. Capex and Liquidity

During the year under review the Company on a consolidated basisspent Rs.6979 crore on capital projects across India Europe and Canada largely towardsessential sustenance and replacement schemes while moderating the spend on

ongoing growth projects in India (Kalinganagar plant and Tata SteelMining Limited).

The Company's liquidity position on a consolidated basis is Rs.20082crore as on March 31 2021 comprising Rs.13113 crore in cash and cash equivalent andbalance in undrawn credit lines.

5. Management Discussion and Analysis

The Management Discussion and Analysis as required in terms of the SEBIListing Regulations is annexed to the report (Annexure 2).

B. Integrated Report

In keeping with the Company's valued tradition of "thinking aboutsociety and not just the business" in 2016 we transitioned from compliance basedreporting to governance based reporting by adopting the <IR> framework developed bythe International Integrated Reporting Council.

Our 6th Integrated Report highlights the measures taken by Company thatcontributes to long-term sustainability and value creation while embracing differentskills continuous innovation sustainable growth and a better quality of life.

C. Operations and Performance 1. Impact of COVID-19 on operations

The outbreak of COVID-19 pandemic has led to an unprecedented healthcrisis and has disrupted economic activities and global trade while weighing on consumersentiments.

During the year under review the Government of India had imposedstringent nationwide lockdowns in phases which severely impacted manufacturingactivities. Though the Steel and Mining sectors were allowed to operate under theEssential Services Maintenance Act 1968 they were subject to certain guidelines. Steeldemand was affected as key steel consuming sectors struggled to operate amidst weakeningeconomic activities working capital constraints shortage of manpower and logisticalissues.

In Europe the outbreak of COVID-19 further accentuated the sustainedweak steel demand. The share of steel imports to total consumption in the European Unioncontinued to remain at elevated levels which was a cause of concern.

The risk-intelligent culture embedded across the Company helped indeveloping and adopting a multi-pronged strategy to effectively respond to the evolvingpandemic situation. The health and safety of our employees and the communities in which weoperate continue to be the foremost priority of the Company. To mitigate the risks andchallenges faced by the Company during the pandemic the Company enhanced safety andhygiene norms at offices implemented work from home staggered shift timings for safetyof employees and leveraged digital platforms for its day-to-day operations. During thechallenging times the Company maintained its liquidity position by minimising cashoutflows and maintaining a judicious mix of funding instruments to fulfil its operationalrequirements.

Further details on the impact of COVID-19 on the Company's operationscash flow liquidity and profitability as well as the Company's contribution to thecommunity in wake of the pandemic is provided in the Management Discussion and Analysis asannexed to this report.

2. Tata Steel Group

During the year under review the Tata Steel Group ('TSG') recordedtotal deliveries of 28.50 MnT (previous year: 28.88 MnT). The steel deliveries decreasedat Tata Steel Europe ('TSE') and NatSteel Holdings ('NSH') partly off-set by higherdeliveries at Tata Steel BSL Limited ('TSBSL') Tata Steel Long Products Limited ('TSLP')and Tata Steel Thailand ('TSTH'). Despite disruptions due to COVID-19 pandemic theCompany contributed to deliveries through higher exports.

The Company was able to balance deliveries between domestic and exportmarkets to counter pandemic-led demand disruptions in the Indian steel market in thefirst half of the year.

The turnover of TSG was Rs.156294 crore during the financial year2020-21 (previous year: Rs.148972 crore) an increase of 5% over the previous yearprimarily contributed by Indian operations on account of higher steel realisations anddeliveries. Further the EBITDA of TSG was Rs.30892 crore significantly higher duringthe financial year 2020-21 as compared to Rs.18103 crore in the previous year anincrease of ~71% owing to higher revenues due to increased steel prices lower inputcost and favourable foreign exchange movement at overseas entities.

During the year under review TSG reported a consolidated profit aftertax of Rs.8190 crore which is significantly higher than the profit of Rs.1172 crore inthe previous year. The increase was mainly due to improvement in EBITDA lower exceptionalcharge partly offset by lower interest income at TSE primarily from refinancingactivities and higher tax charge in India due to higher profits against deferred taxreversals in the previous year and increase in deferred tax charge at Europe as comparedto deferred tax credit in the previous year.

3. India

During the year under review total deliveries at Tata Steel Limited(Standalone) were at 12.36 MnT (previous year: 12.32 MnT). Turnover was Rs.64869 crore(previous year: Rs.60436 crore) increase of ~7% than that of the previous year. EBITDAfrom Tata Steel Limited (Standalone) was Rs.21952 crore (previous year: Rs.15096 crore)45% higher than that of the previous year.

During the year under review the crude steel production in Tata SteelLimited decreased by 7% to 12.19 MnT mainly owing to lower production on account ofdecrease in demand due to ; the lockdown in Q1FY2021.

TSBSL achieved crude steel production and sales of 4.08 MnT and 4.31MnT respectively. This was due to higher exports and improvement in demand in domesticmarkets in the second half of the year. Despite the nationwide lockdown during financialyear 2020-21 TSBSL's EBITDA stood at `5481 crore an increase of 131% compared tothe previous year. TSBSL also achieved significant gross debt rationalisation due toimproved financial performance.

TSLP achieved crude steel production of 0.65 MnT while deliveries stoodat 0.64 MnT owing to higher demand and higher availability of finished goods.

Total deliveries of Tata Steel from its Indian operations (includingTSBSL and TSLP) stood at 17.31 MnT which is marginally higher than the previous year. Theturnover was `91037 crore an increase by ~11% than previous year and EBITDA (excludinginter-company eliminations and adjustments) was `28587 crore 62% increase than previousyear both owing to increase in steel realisations higher steel deliveries and highersales of by-products and other materials. Moreover lower operational cost led toimprovement in EBDITA.

4. Europe

During the year under review liquid steel production from Europeanoperations was 9.56 MnT (previous year: 10.26 MnT) a decrease of 7% than previous year.Deliveries from European operations decreased by around 5% to 8.82 MnT primarily due tooverall weakness in economic activities. Due to the COVID-19 pandemic the first half ofthe financial year 2020-21 was challenging for TSE with lower demand and lower sellingprices. However there was strong recovery during the second half of the financial year2020-21. Turnover from operations was Rs. 56051 crore (previous year: Rs.55939 crore).Despite the headwinds from COVID-19 and higher cost of emission rights there wasimprovement in EBITDA due to better control of costs and benefits from the transformationprogramme.

D. Key Developments Amalgamation

Amalgamation of Bamnipal Steel Limited and Tata Steel BSL l Limitedinto and with Tata Steel Limited i The Board of Directors of the Company at its meetingheld on April 25 2019 approved the amalgamation of Bamnipal Steel Limited and TataSteel BSL Limited into and with the Company ; by way of a composite scheme ofamalgamation ('Scheme').

Pursuant to the orders of the Hon'ble National Company Law Tribunal('NCLT') Mumbai Bench a meeting of the I equity shareholders was convened and held onFriday March 26 2021 to consider and if thought fit approve the Scheme. The Scheme wasapproved by the shareholders by requisite majority at the said meeting.

Pursuant to the shareholders' approval the Company filed the"Company Scheme Petition" with the NCLT Mumbai Bench with the prayer that theScheme of Amalgamation of Bamnipal Steel Limited and Tata Steel BSL Limited into and withTata Steel Limited be sanctioned with effect from the Appointed Date as defined in theScheme and be binding on the Petitioner Companies and all its shareholders creditorsstakeholders and all concerned persons. The Scheme will be implemented once sanctioned bythe NCLT.

Upon implementation of the Scheme the equity shareholders of TataSteel BSL Limited will be entitled to fully paid shares of Tata Steel Limited in the ratioas set out in the Scheme. The Scheme will enable the companies to realise benefits ofgreater synergies between their businesses yield beneficial results and avail pooledresources in the interest of maximising value to the shareholders and other stakeholders.

Acquisitions and Investments

Investment in Tata Metaliks Limited

Pursuant to the conversion of Warrants issued on preferential basis byTata Metaliks Limited ('TML') at a price of T642/- per Warrant on September 25 2020 theCompany acquired 3492500 equity shares of T10/- each of TML by exercising its right tosubscribe to one equity share per warrant of face value of T10/- each aggregating toT224.22 crore (25% was paid on application). As a result of this the Company's holding inTML increased from 55.06% to 60.03%.

Business and portfolio restructuring

Update on European Portfolio

As part of its efforts to arrive at a strategic resolution for itsEuropean portfolio during the year under review the Company had discussions with SSABSweden for the potential divestment of Tata Steel's Netherland business including Ijmuidensteelworks. However the discussions did not materialise. Tata Steel is committed tomaking the European operations simpler leaner and sustainable.

Portfolio Restructuring

The Company had previously announced that it is embarking on acomprehensive strategic organisation level restructuring to conslidate its diversifiedbusiness portfolio of Tata Steel Group ('TSG') companies. The strategic objective is togroup the TSG companies under four distinct clusters viz. (a) Long Products (b) Downstream(c) Mining and (d) Utilities and Infrastructure Services each controlled through asubsidiary company ('Cluster Hold Co.') which will be responsible for nurturing andscaling the business of its respective cluster to become a leading strategic player in theindustry.

In line with the above objective the Company during the period underreview transferred its holding in (a) Tata Steel Special Economic Zone Limited (b) TheTata Pigments Limited (c) Jamipol Limited and (d) Nicco Jubilee Park Limited to TataSteel Utilities and Infrastructure Services Limited (Company's wholly-owned subsidiary)and its holding in (a) Jamshedpur Continuous Annealing and Processing Company PrivateLimited and (b) Tata Bluescope Steel Private Limited to Tata Steel Downstream ProductsLimited (Company's wholly- owned subsidiary).

Financing and Debt

Issue of Debt Securities

During the financial year 2020-21 the Company allotted the followingUnsecured Rated Listed Redeemable Non-Convertible Debentures ('NCDs') of face value ofRs.1000000/- each to identified investors on a private placement basis:

Number of NCDs Coupon Rate (%) Date of Allotment Amount (Rs. crore) Tenure Date of Maturity
10250 7.85 April 17 2020 1025 3 years April 17 2023
5100 7.85 April 22 2020 510 3 years April 212023
10000 Floating Coupon April 27 2020 1000 3 years April 27 2023
5000 Series A: Floating Coupon April 30 2020 500 3 years April 28 2023
5000 Series B: 7.95 April 30 2020 500 3 years 6 months October 30 2023
10000 8.25 May 20 2020 1000 3 years May 19 2023
4000 Floating Coupon June 3 2020 400 3 years June 2 2023

Exercise of Call Option in respect of Non-Convertible Debentures andPerpetual Hybrid Securities On November 13 2020 the Board of Directors ('Board') of theCompany approved the proposal to exercise Call Option to redeem the following UnsecuredRated Listed NonConvertible Debentures ('NCDs') / Perpetual Hybrid Securities ('PHS') inthe form of NCDs of the Company as per their terms of issue:

Particulars of NCDs / PHS Amount (Rs. crore) Date of Redemption
10.25% NCDs 670 December 22 2020
10.25% NCDs 3350 January 6 2021
11.80% PHS 1500 March 18 2021
11.50% PHS 775 May 11 2021

First and Final Call on Partly Paid-up Ordinary (equity) Shares OnFebruary 9 2021 the Board approved the making of the first and final call of Rs.461/-(comprising Rs.7.496 towards face value and Rs.453.504 towards securities premium) perpartly paid-up equity share ('First and Final Call') on 77636788 outstanding partlypaid-up equity shares of face value Rs.10/- each issued by the Company on a Rightsbasis pursuant to the Letter of Offer dated January 22 2018.

Pursuant to the First and Final Call the Stakeholders' RelationshipCommittee ('SRC') duly authorised by the Board on March 24 2021 approved the conversionof 70249241 partly paid-up equity shares of face value Rs.10/- each into fully paid-upequity shares of face value Rs.10/- each against which the first and final call money ofRs.461/- (comprising Rs.7.496 towards face value and Rs.453.504 towards securitiespremium) per share was received.

Further the reminder-cum-forfeiture notice dated April 14 2021 wassent to holders of partly paid-up shares on which the call money remained unpaid.

On April 23 2021 the SRC approved the conversion of 73888 partlypaid-up equity shares of face value Rs.10/- each into fully paid-up equity shares of facevalue Rs.10/- each against which the first and final call money of Rs.461/- (comprisingRs.7.496 towards face value and Rs.453.504 towards securities premium) per share wasreceived.

The converted shares rank pari passu with the existing fully paid-upequity shares.

Credit Rating

In April 2021 S&P Global Ratings revised the issuer credit ratingof the Company from 'B+' Outlook: Stable to 'BB-' Outlook: Stable and revised theLong-term foreign currency issuer credit rating for ABJA Investment Co. Pte. Ltd. awholly-owned subsidiary of the Company from 'B+' Outlook: Stable to 'BB-' Outlook:Stable.

The revision in rating was triggered due to strong operating momentumand significant reduction in the Company's debt levels as compared to March 2020.

E. Sustainability

The Company's philosophy of steel production is deep rooted in theprinciples of zero harm resource efficiency circular economy minimising ecologicalfootprint and care for community and workforce. The sustainability approach of the Companyis aligned with its overall vision to be industry leaders in the areas of climate changewater waste and biodiversity. Underpinning this approach are strategies on low carbontransition reducing dependence on freshwater consumption maximising value from waste andexploring opportunities in the circular economy enhancing biodiversity in the areas wherethe Company has its operations building a sustainable and resilient supply chain andcustomer focussed product stewardship.

The Company has adopted the UN Sustainable Development Goals ('UNSDG')and linked it with its long-term strategy and has revised its sustainability targets.Aspirations of taking our carbon emissions to <2tCO2/tcs mitigatingdependence on fresh water by lowering specific fresh water consumption to <2m3/tcsenhancing value proposition on circular economy and scaling up the steel recyclingbusiness are significant facets of this strategy. Tata Steel in Europe aims to decarboniseas required under the European regulations.

The Company is a signatory to the Task Force on Climate- relatedFinancial Disclosures ('TCFD') for climate change and has identified transition risks andopportunities to decarbonise its operations over a period of time. Specific mitigation andcontingency plans for each of the identified risks have been integrated within theCompany's long-term strategy. Tata Steel in Europe has embraced a target to reduce its CO2emissions by 30% by 2030 compared to 2018 and to achieve carbon neutrality of its steelmaking operations by 2050.

The Company had identified supply chain sustainability as a keymaterial issue and in order to take this forward the Tata Steel Responsible Supply ChainPolicy was adopted in February 2020. During the year under review the Company initiatiedthe deployment of the Supply Chain Policy through multiple communications across segmentsof supply chain partners to set the expectations on four important principles of thepolicy viz. Fair Business Practice Human Rights Health and Safety and EnvironmentProtection. Further the Company also initiated third-party assessment on the complianceof the above mentioned four principles for the critical supply chain partners. During theyear under review the Company also became a member of ResponsibleSteel ™ - steelindustry's first global multi-stakeholder standard and certification initiative.

The Company is committed to serving its customers through a portfolioof eco-friendly products and disclosure of the environmental impact of its products byusing Life Cycle Assessment ('LCA') methodology. During the year under review the Companyconducted a comparative LCA study for a steel intensive construction structure - HabiNestthat has a functionally similar conventional structure and published a whitepaper on thesuperior environmental footprint of HabiNest. The Company also collaborated with CII GreenBusiness Centre for developing the GreenPro standard for Steel Rebars.

In Europe almost the entire product range is certified to be at theBES 6001 sustainable sourcing standard. Tata Steel Europe has also published EnvironmentalProduct Declarations ('EPD') setting out the environmental characteristics of productsthroughout their life-cycle for a large number of its products manufactured in Europe.The Company has developed a tool to assess the sustainability of all new products againstthe products they replace in a semi-quantitative manner. The Sustainability AssessmentProfiler is a unique framework supporting the Company's mission to become sustainable inevery sense creates value propositions related to sustainability and supports customerengagement. The framework considers environmental social and economic aspects over thecomplete product life cycle in a consistent manner in an approach that puts the Groupahead of other international steel companies. The Sustainability Assessment Profilerachieved recognition in Tata Group's flagship innovation platform winning the 2020Innovista award in the Implemented Innovation category.

In order to augment the efforts of the Company to conserve biodiversityat its operational sites in India the Company has constituted a Centre of Excellence forBiodiversity Management to strategically formulate and implement Biodiversity ManagementPlans ('BMPs'). During the year under review the Company planted more than 2.98 lakh ofnative tree saplings across locations reclaimed 100-hectares Pundi dump at West Bokaro tocreate Sir Dorabji Tata Biodiversity Park and developed a 12-hectares EcologicalImportance Park on municipal solid waste dump site at Jamshedpur.

The continued focus on 'Sustainability' has led Tata Steel Limited andTata Steel Europe to be recognised as Sustainability Champions by World Steel Associationfor four consecutive years. The Company ranked amongst the top 5 global steel companies inDow Jones Sustainability Indices ('DJSI') Corporate Sustainability Assessment 2020 andretained its position in the DJSI Emerging Markets Index for the 9th year in a row. TheCompany also received dual recognition at the 14th edition of CII National Award forExcellence in Water Management 2020 for its continuous efforts and commitment to watersustainability. Also Tata Steel's Plant at Jamshedpur was awarded the 'Most SustainableCompany' award by Indian Institute of Metals in the integrated steel plant category.


The Company has not only adopted environment-friendly processes anddeployed state-of-the-art digital real-time monitoring system to monitor its stackemissions air and effluent quality but it is also leveraging technology to enhanceenvironmental responsiveness. The Company continues to be amongst the top global steelindustries in environmental sustainability climate and water disclosures.

The Company is committed to responsible use and protection ofenvironment through resource conservation pollution control and sustainable practicesfor waste management. The Company focusses on operational excellence through "ReduceReuse Recover and Recycle " approach. The Company continues its pursuit ofestablishing best-in-class facilities and channelising its investment to upgrademanufacturing and distribution facilities to improve operational and environmentalperformance. The Company maintains accredited laboratories for environmental performanceassessment.

The Company has implemented environment health and safety managementsystem in accordance with international standards ISO 14001 and ISO 45001 which providesthe necessary framework for managing compliance and improving environmental performance.

The Safety Health & Environment Committee of the Board providesoversight and necessary guidance on environmental matters. The Company has dedicatedEnvironment Management teams at all its operating locations globally. The Companyendeavours to practice responsible advocacy on regulatory issues and actively participatesin various national and international organisations on diverse issues.

During the year under review the Company achieved Indian benchmarkfigures in CO2 emission intensity specific stack dust emissions and specificwater consumption. The Company endeavours to set steel industry benchmark in environmentalperformance. In Europe the Company launched Roadmap+ in December 2020 a large-scaleinvestment programme worth ~€300 million intended to improve environmentalperformance at its IJmuiden steelworks between 2020 and 2030 by addressing the concerns ofthe surrounding community on areas such as dust noise and odours. This represents afurther development and deployment of the original Roadmap 2030 launched in 2019.

Climate Change

Climate change is one of the most pressing issue the world faces todayand the Company recognises its obligation to work towards mitigation of climate changerelated risks and strives to reduce its carbon footprint across all geographies.

The Company is committed to being aligned with India's NationallyDetermined Contribution and the European Union's commitment on Climate Change. In Indiathe Company has successfully reduced its carbon footprint by over 25% in the last fifteenyears by improving resource efficiency and adoption of best available technologies andstrives to achieve carbon emission intensity of <2tCO2/tcs by 2025.

The Company has in place its long-term decarbonisation plan and is inthe process of deployment of key enablers for deep decarbonisation including use of morescrap in steelmaking fuel switching from oil and coal to natural gas innovating inalternative reductants such as biomass and hydrogen and to address residual carbonemissions the deployment of carbon capture use and storage ('CCUS') technologies as andwhen they become technically and commercially viable.

Climate-related risks have in recent years become central to Tata SteelEurope's ('TSE') risk management process. This includes climate-related physical riskssuch as those linked to rising sea levels and extreme weather events (e.g. stormsflooding droughts severe winds) and transition risks which include technologicalpolicy and market changes to adapt to a lower-carbon economy.

For the steel industry transition risks include increased unit costswithin Emissions Trading Systems (both UK and EU) and a reduction in the free allocationof CO2 allowances under those schemes. In addition steel producers in theNetherlands are subject to Netherlands' specific carbon tax which under certainconditions may come on top of any EU Emissions Trading Systems costs.

One of the major challenges facing the steel sector is the ambition tomove towards low carbon steelmaking with key stakeholders putting pressure on the industryto make a step change in CO2 emissions.

Tata Steel UK and Tata Steel Netherlands ('TSN') are working inpartnership with governments on the shared objective of creating an achievable long-termplan to support the steel sector's transition to a competitive sustainable and low carbonfuture.

In Europe together with the Dutch Government TSN has laid out its CO2reduction ambitions through an Expression of Principles document in which it has furtherrefined its plans for decarbonisation to support the goals under the Dutch ClimateAgreement. TSN is considering multiple technological and operating options in order toachieve these ambitions and is in discussion with the government regulators and otherstakeholders.

In the UK the Government published its Industrial DecarbonizationStrategy in March 2021 the stated aim of which is to create a thriving industrial sectoraligned with the net zero target without pushing emissions and business abroad with thecosts and risks shared fairly between industry its customers and the taxpayer. Thestrategy also includes certain funding to undertake engineering and design studies forindustrial decarbonisation 'clusters' including in South Wales where Tata Steel's blastfurnaces are located.

The Company is committed towards alignment with TCFD Framework forClimate Change related Risk and Opportunity assessment and mitigation. Recognition of TSGby CDP in Leadership Band (A-) for the climate and supply chain disclosures is testimonyof the Company's long-term commitment to climate change mitigation and adaptation.

Health and Safety

Health and Safety Management remains the Company's foremost priorityand we are committed to achieve 'Zero Harm'. In pursuit of this objective the Companycontinues to work on six strategies viz. build safety leadership capability at all levelsto achieve zero harm achieve zero harm to contract employees by strengthening deploymentof contractor safety management standard improve competency and capability for hazardidentification & risk management improve road & rail safety across the Companyexcellence in process safety management and establish industrial hygiene and improveoccupational health.

During the year under review the Company undertook proactive measuresto minimise the impact of the COVID-19 pandemic on the Company's workforce through agiledecision-making and timely deployment of several policies and measures for the benefit ofthe employees. A novel initiative the 'POD concept' was implemented to tackle the spreadof COVID-19 within the Company premises. Selfsufficient groups of people havingself-contained set of skills to do an intended job have been formed and deployed atmanufacturing and raw material locations as well as at profit centres.

The Company took several initiatives to improve the health and safetystandards of its employees including rolling out a reward and recognition policy forIndian operations to encourage positive safety behaviour among employees. Further toboost employee morale during the pandemic situation the Company organised the 'SHEExcellence Award' on virtual platform recognizing and rewarding employees / departmentsfor their remarkable contribution towards maintaining 'safety' within the Company.

The Company took initiative to enhance the competency of the workforceand provided safety training at the Safety Leadership Development Centre formed by theCompany. For effective learning and deployment of Safety Standards across organisation 14Safety Standards were simplified and e-learning modules were developed. The Company tookseveral efforts in training the majority workforce in simplified safety standards throughthese e-modules. The Company's efforts were recognised through the 'Brandon Hall GroupExcellence Award 2020'.

Contractor's safety has always been a priority for the Company. Duringthe year under review the Company provided state-of- the-art health check-up facility forits contractual employees at Jamshedpur India.

Further the initiative to roll out Process Safety through 'Centre ofExcellence' methodology gained momentum. Currently the process safety has been rolled outto 74 departments across locations as well as amongst Tata Steel Group Companies. TheCompany has been awarded for its best practice in "Digitalization of Process SafetyPerformance Indicators" by the World Steel Association under Safety & HealthExcellence Recognition 2020.

Further the Company has taken initiatives in leveraging digitaltechnology in the field of health and safety through digitalisation of dashboard foreffective control of Process Safety Performance Indicators and developing of SmartSignaling System for the railway tracks to avoid derailment at its plant locations inJamshedpur and Kalinganagar.

Towards Occupational Health the Company has implemented IndustrialHygiene hazard control measures to minimise the exposure level at Jamshedpur andKalinganagar. Ergonomic control measures were taken across Jamshedpur and other rawmaterial locations to achieve the best mutual adjustment of man and his work environment.Further in order to develop competency in First Aid and CPR for emergency situations5325 employees were trained across India. High risk cases of about 56% relating to lifestyle diseases have been transformed to moderate or low risk category through theCompany's theme- based health awareness campaigns and Wellness@workplace programme.

Employees' fatality remains the topmost safety concern for the Company.It is with deep regret that we report four fatalities in TSG. During the year underreview two distinct Safety campaigns viz. 'Slip/trip/fall' and 'Moving Machinery Riskperception & Risk elimination' were launched across locations to address gaps andimprove safety awareness. Monthly review of red risk incidents by senior leadership helpedin achieving -61% reduction of red risk incidents vis-a-vis previous year. Deployment ofvarious safety initiatives has helped in achieving -25% reduction in 'Lost-Time-Injury'cases and -17% reduction in first-aid cases vis-a-vis previous year.

At Tata Steel Europe health and safety continues to be of utmostpriority. In a year dominated by the COVID-19 pandemic the Company responded with paceand with a coordinated agile approach in order to protect the health and well-being of allemployees and stakeholders. This resulted in those who could work from home doing sosupported by the appropriate tools systems policies and guidelines in line with nationalrequirements. Employees in the manufacturing processes continued to operate successfullywith new social distancing

rules and procedures in place. Effective communication and engagementwas key to maintain safe and healthy working environment and to recognise the challengesto employees physical health mental health and well-being throughout the year. With thisbackdrop the overall safety performance of the Company improved and the Company reportedno fatalities in Europe during the year.

Research and Development

In line with the aspiration to be amongst the top innovation andtechnology driven steel companies globally the Company continues to strengthen itsTechnology Leadership Areas ('TLAs'). Cross functional teams have been constituted andprojects have commenced based on TLAs. During the year under review the Research andDevelopment ('R&D') team of the Company has developed an artificial neural networkbased model to predict the mechanical properties of various steel grades rolled in ThinSlab Casting and Rolling ('TSCR') plant of Tata Steel at Jamshedpur. This system assurescontinuous quality maintainence of the coils rolled in TSCR.

In order to utilise and generate value from the captive low grade rawmaterials R&D team has completed the lab scale studies to utilise captive Low-GradeManganese Ore and produce high value products such as Electrolytic Manganese Metal andHigh Purity Manganese Sulphate to cater to the requirements of the 'battery' manufacturingindustry. The Company is under process to set up a pilot plant to upscale this process.

Conservation of the environment and sustainability has always been animportant area for the Company. The Company strives towards reducing its carbon footprintand in alignment to this Amine absorption based 5 TPD (ton per day) CO2capture form blast furnace gas has been installed at LD#1 Jamshedpur. The recovered CO2will be utilised in water treatment as well as bottom purging of LD vessels at LD#1.

Amongst the notable new product development the R&D team of theCompany has developed a novel process of manufacturing Variable Thickness Tube and theCompany is engaging with customers to commercialise the technology. The Company has alsodeveloped a corrosion resistant hybrid coating formulation based upon an organometalliccomplex and organic resin and has undertaken plant trials for the same.

In Europe the R&D team has contributed to the development ofvarious new products and has been involved in the development and implementation of newprocess control models and other process improvements. The Company has progressed in itsproduct developments which includes the Valast450 (an abrasion resistant steel grade forthe engineering sector) and XPF800 for tubes (a cost-effective high-strengthalternative to Boron steel used in automotive twist beam applications). The Company hasalso introduced various process improvements which includes reduction of defects in thegalvanising lines by tuning the burner settings improved strip steering control toprevent tail end damage and improved control of annealing processes (implementation ofthe OSCAR model in the Zodiac-line) thereby reducing the number of reject products.During the year under review the Company also implemented the STORM model in the HotStrip Mill 2 at Ijmuiden Netherlands. Further R&D has also been vital in gettingmany potential new products to reach higher level of Technology Readiness throughout theyear and support the customer interactions on a technical level.

R&D continues to help the Company in its drive to become moresustainable and more environmental friendly. The HIsarna project has demonstrated itspotential to solve many of the current issues faced by the steel industry in dealing withcircularity and climate change. R&D will continue to support this development and beheavily involved in the technical discussions for upscaling the process in India andIJmuiden. Two other important aspects that have been worked on are the capture of CO2(engineering study) and the use of zinc containing reverts. To increase the effectivenessand robustness of the technology development for the Company the Central TechnologyCommittee coordinates the delivery of the TSE technology roadmap. This Committee ensuresthat priorities and gaps in the delivery of technology are identified and dealt with in anappropriate manner.

New Product Development

During the year under review the Company developed 79 new products inIndia. For superior customer experience the Company has adopted best-in-classmanufacturing practices invested in product branding and developed its products to bestserve its customers. The focus of new product developement in hot rolled steel segment hasbeen directed towards automotive structural and wheel applications along with strong entryinto the line-pipe and pressure vessel segment. Products with special attributes such ashighstretch- flangeability higher radial fatigue life heat treatable automotive steelsline-pipe steels with excellent low temperature impact toughness have been successfullycommercialised. For cold rolled products segment the Company received multiple AutoOriginal Equipment Manufacturers ('OEM') approvals for CRDP780. Also during the yearunder review the Company commercialised Fe500 CRS to be used in the construction sector.For coating segment the Company also entered into 'functional secondary coatings' marketand got approval for lubrication-coated GA (T-COAT) in exposed panel application. Amongstfirst of its kind the Company obtained approval for skin panel for passenger vehiclesbased upon bake-hardenable grade BH180 GA. In the long products segment the Companycommercialised high strength high ductility rebar grade - Fe500 SD from New Bar Mill.

During the year under review 16 new products were launched in Europe.These launches include major developments for engineering packaging and constructionmarkets. A notable example of product launch includes TCCT Protact (Tata Steel

Europe's polymer coated packaging steel brand) for aerosolapplications. TCCT is a novel REACH compliant alternative to Electrolytic ChromiumCoated Steel ('ECCS') and is the first packaging steel electrocoating system developedsince fifty years. Switching to this substrate will provide customers a sustainablefood-safe and future-proof packaging steel solution. The Company developed Magizinc 310for solar panel frame applications providing customers with a 25-year guarantee ofcorrosion performance in service.

In the construction sector the Company launched Colorcoat Urban SeamFacade a self-supporting facade system certified to meet stringent new fire regulationsin the residential metal facades segment. Additionally the Company extended its offeringsin high strength linepipe for offshore oil & gas applications and commercialised atubular solution for trailer landing legs requiring tight tolerance control. Furthermorethe automotive sector continued to extend and commercialise its advanced high strengthsteel portfolio through additional routes to market.

Customer Relationship

The year under review commenced with nationwide lockdown due to theCOVID-19 pandemic. This has impacted the global economy including the domestic economy.During such challenging times the Company took an approach of empathy support andinnovativeness to engage with its customers. The Company's digital initiatives served as abig game changer during the pandemic and helped the Company to connect with customers inunserved territories and markets. The year under review was therefore dedicated to forgingstronger relationship with customers and renewing our commitment to quality both in termsof products and services.

During the year under review the Company continued its efforts toenhance its relationship with automotive manufacturers and their value chain partners.Considering the changing business requirements the Company focussed on multi-locationaltop ancillaries from regional to central level. In the wake of the need to shift tovirtual customer engagements in B2B space the Company launched the first ever in-housedigital Value Analysis & Value Engineering ('VAVE') platform called "e-DRIVE:Digital Relationship Initiatives for Value Excellence" to enable seamless integrationof 3D viewer software and Microsoft tools in transforming tech-support activities therebyproviding the customer with a virtual engagement medium. The Company also transformed thesupply chain experience for its customers through its digital solution COMPASS whichprovides a digital platform to customers and OTIF ('On Time in Full') to track inventory.

During the year under review 'Golden Home Consumer' - Tata Tiscon'sloyalty and advocacy programme for Individual House Building segment was digitalised andthe brand touched 8000+ consumers. The Company's efforts were recognised and the Companywas awarded for 'customer centric excellence' in

Business leader of the year awards 2021. Tata Tiscon increased itsfootprint by providing safe shopping experience to consumers through implementation ofsafety guidelines. The positive experience of consumers led to an increase in NPS by 10%over the previous year.

During the year under review Tata Basera a programme for IndividualHome Builders launched its revamped version - Tata Basera 2.0. Leveraging the digitalfootprint of partner brands consumers of Tata Basera can avail facilities across India.

Tata Shaktee the Company's flagship brand in the field of galvanisedcorrugated sheets realised year-on-year growth of over 7.6%. Tata Shaktee reached out toover 2000 farmers across India via Kisan Meets conducted on the occasion of Kisan Diwas.The Company's e-selling digital platform 'Aashiyana' which caters to multiple B2C brandscrossed a turnover of Rs.726 crore as against Rs.316 crore in the previous year. Thefabricator loyalty programme Shakteeman enrolled over 8000 fabricators the highest everso far achieving sales of over 8000 tonnes for the year. As COVID-19 precautionshindered physical engagements digital became the key medium for connecting withstakeholders. Tata Shaktee connected with over five crore people through various campaignson digital media.

B2ECA (Business to Emerging Corporate Accounts) consisting of brandssuch as Tata Astrum (HR) Tata Steelium (CRCA) and Galvano (GPZS) showed resilience withsharp recovery post COVID-19 impact in first quarter of the year under review. The Companythrough its subsidiary Tata Steel BSL Limited launched new coated brands such asGalvaRoS (GPRS) Galvanova (GL) and Colornova (CC) for entry into new product & marketsegments and promote sustainability.

During the COVID-19 pandemic the Company continued to nurture thecustomer relationship through 'Ecafez' an online platform where training workshopsevents quality focussed webinars Micro-segment specific Engagement Programmes like"Panorama (for Panel Industry)" and "Solarix (for Solar Industry)"were conducted. DigEca a digital solution for ECA business has created real-timesegment visibility of sales for channel partners and end customers.

For the B2B construction segment the Company has launched #Converse toConstruct-Conversations that builds Tomorrow- a platform to interact and share ideas withdifferent stakeholders of the construction sector that would enable adoption of fastersustainable and modern construction practices in line with global benchmarks. The Companyhas also collaborated with the World Steel Association (through ConstructSteel forum) tosupport them in their efforts to improve steel intensity in construction in India.

In the Services and Solutions segment the Company has two majorofferings - Tata Pravesh Steel doors and windows and NEST-IN a smart steel based modularconstruction solution. The entire consumer decision journey was reimagined withintroduction of Artificial Intelligence ('AI') powered chatbots virtual showrooms andonline billing to contactless installation service. The team also designed the#Shutoutcorona campaign to educate consumers about 'the new normal' guidelines. Due to theinitiatives taken by the Company Tata Pravesh installations grew by 40% in financial year2020-21 over the previous year. The Company also launched Tata Pravesh's new brandcampaign 'Akela hi Kaafi hai'.

NEST-IN has built competency in developing and sustaining long-termvalue-creating partnerships with its customers and channel partners by leveraging digitaltools like (i) CRM platform for end-to-end system monitoring control and over-view ofcustomers (ii) customer meets and technical discussions through webinars (iii) bringingreal-life experiences to the customers using AR-VR (Augmented Reality - Virtual Reality)for key solutions (iv) launch website for better customer experience and dissemination ofinformation and (v) dedicated Key Account Managers for high "lifetime ordervalue" customers.

In Europe the Company partners with customers to help them excel intheir market co-creating more responsible and sustainable value throughout the entirevalue chain. As part of its Transformation Programme the Company has improved itsintegrated initiatives such as the 'Commercial Topline' for driving quality improvementsand has undertaken initiatives to optimise the product mix and identify and captureadditional opportunities in the market. 'Commercial Excellence' improvement has beenacknowledged in the Tata Business Excellence Model assessment. The Company also has avalue chain transformation programme previously known as 'Ops 1 & 2' which focusses onperformance throughout the value chain. European operations are increasing its focus onbusiness development to achieve a balanced portfolio in terms of both products andcustomer setup. The Company maintains its differentiation strategy which aims to increasethe proportion of high margin differentiated products. As part of the strategy theCompany has launched various new products in Europe during the year. These launchesinclude major developments for the engineering automotive packaging and constructionmarkets. Along with products the Company also offers services such as eCommerce webshopscoil sales utilising Dutch flower auction methodology Track and Trace Early VendorInvolvement Design and Engineering support Building Information Modelling Life CycleAnalysis and Technical Support.

Corporate Social Responsibility

The objective of the Company's Corporate Social Responsibility ('CSR')initiatives is to improve the quality of life of communities through long-term valuecreation for all stakeholders. The Company has in place a CSR policy which providesguidelines to conduct CSR activities of the Company. The CSR policy is available on thewebsite of the Company at

For decades the Company has pioneered various CSR initiatives andcontinues to remain focussed on improving the quality of life. During the year underreview the Company has impacted the lives of around 1.61 million people from the mostvulnerable sections of society including initiating a large-scale national programme inresponse to the COVID-19 pandemic. The Company implements its CSR programmes primarilythrough the Tata Steel Foundation which works in close collaboration with public systemsand partners.

The Company's signature CSR programmes are recognised as models ofpositive change addressing critical development issues at scale in school educationmaternal and neonatal health tribal identity and building of a multi thematic corridor ofwell-being connecting its operational hubs in Jharkhand and Odisha. The Company alsofocuses on development imperatives of communities proximate to its operations especiallyindigenous tribal groups through multiple initiatives including enhancing householdlivelihoods eliminating child labour and empowering women youth and Persons WithDisabilities.

During the year under review the Company spent Rs.221.98 crore on CSRactivities. The Annual Report on CSR activities in terms of Section 135 of the CompaniesAct 2013 ('the Act') and the Rules framed thereunder is annexed to this report (Annexure3).

F. Corporate Governance

At Tata Steel we ensure that we evolve and follow the corporategovernance guidelines and best practices diligently not just to boost long-termshareholder value but also to respect rights of the minority. We consider it our inherentresponsibility to disclose timely and accurate information regarding the operations andperformance leadership and governance of the Company.

In accordance with our Vision Tata Steel aspires to be the globalsteel industry benchmark for value creation and corporate citizenship. Tata Steel expectsto realise its Vision by taking such actions as may be necessary in order to achieve itsgoals of value creation safety environment and people.

Pursuant to the SEBI Listing Regulations the Corporate GovernanceReport along with the Certificate from a Practicing Company Secretary certifyingcompliance with conditions of Corporate Governance is annexed to this report (Annexure4).

Meetings of the Board and Committees of the Board

The Board met six times during the year under review. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013and the SEBI Listing

Regulations. The Committees of the Board usually meet the day before oron the day of the Board meeting or whenever the need arises for transacting business.Details of composition of the Board and its Committees as well as details of Board andCommittee meetings held during the year under review are given in the Corporate GovernanceReport.

Selection of New Directors and Board Membership Criteria

The Nomination and Remuneration Committee ('NRC') engages with theBoard to determine the appropriate characteristics skills and experience for the Board asa whole as well as for its individual members with the objective of having a Board withdiverse backgrounds and experience in business finance governance and public service.Thereafter the NRC recommends to the Board the selection of new Directors.

Characteristics expected of all Directors include independenceintegrity high personal and professional ethics sound business judgement ability toparticipate constructively in deliberations and willingness to exercise authority in acollective manner. The Company has in place a Policy on appointment & removal ofDirectors.

The salient features of the Policy are:

• It acts as a guideline for matters relating to appointment andre-appointment of directors.

• It contains guidelines for determining qualifications positiveattributes of directors and independence of a Director.

• It lays down the criteria for Board Membership.

• It sets out the approach of the Company on board diversity.

• It lays down the criteria for determining independence of adirector in case of appointment of an Independent Director.

During the year under review there were no changes in the Policy andthe same is available on the website of the Company at on-appointment-and-removal-of-directors.pdf

Familiarisation Programme for Directors

As a practice all new Directors (including Independent Directors)inducted to the Board go through a structured orientation programme. Presentations aremade by Senior Management giving an overview of the operations to familiarise the newDirectors with the Company's business operations. The new Directors are given anorientation on the products of the business group structure and subsidiaries Boardconstitution and procedures matters reserved for the Board and the major risks and riskmanagement strategy of the Company. Visits to plant and mining locations are organised forthe new Directors to enable them to understand the business better.

During the year under review no new Independent Directors wereinducted to the Board. Details of orientation given to the existing Independent Directorsin the areas of strategy/ industry trends operations & governance and safety healthand environment initiatives are available on the website of the Company at website.pdf


The Board evaluated the effectiveness of its functioning of theCommittees and of individual Directors pursuant to the provisions of the Act and the SEBIListing Regulations.

The Board sought the feedback of Directors on various parametersincluding:

• Degree of fulfillment of key responsibilities towardsstakeholders (by way of monitoring corporate governance practices participation in thelong-term strategic planning etc.);

• Structure composition and role clarity of the Board andCommittees;

• Extent of co-ordination and cohesiveness between the Board andits Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and theManagement.

The above criteria are broadly based on the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India on January 5 2017.

The Chairman of the Board had one-to-one meeting with the IndependentDirectors ('IDs') and the Chairman of NRC had one-to-one meeting with the Executive andNon-Executive Non-Independent Directors. These meetings were intended to obtainDirectors' inputs on effectiveness of the Board / Committee processes.

In a separate meeting of the IDs the performance of theNon-Independent Directors the Board as a whole and Chairman of the Company were evaluatedtaking into account the views of Executive Directors and other Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance ofthe individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the IndependentDirectors and the meeting of the NRC the performance of the Board its Committees andindividual directors were discussed.

In the coming year the Board intends to enhance focus onsustainability and digital interventions.

Remuneration Policy for the Board and Senior Management

Based on the recommendations of the NRC the Board has approved theRemuneration Policy for Directors Key Managerial Personnel ('KMPs') and all otheremployees of the Company. As part of the policy the Company strives to ensure that:

• the level and composition of remuneration is reasonable andsufficient to attract retain and motivate Directors of the quality required to run theCompany successfully;

• relationship between remuneration and performance is clear andmeets appropriate performance benchmarks; and

• remuneration to Directors KMP and Senior Management involves abalance between fixed and incentive pay reflecting short medium and long-termperformance objectives appropriate to the working of the Company and its goals.

The salient features of the Policy are:

• It lays down the parameters based on which payment ofremuneration (including sitting fees and remuneration) should be made to IndependentDirectors (IDs) and Non-Executive Directors (NEDs).

• It lays down the parameters based on which remuneration(including fixed salary benefits and perquisites bonus / performance linked incentivecommission retirement benefits) should be given to whole-time directors KMPs and rest ofthe employees.

• It lays down the parameters for remuneration payable to Directorfor services rendered in other capacity.

During the year under review there has been no change to the policy.The policy is available on the website of the Company at of-directors-etc.pdf

Particulars of Employees

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed to this report (Annexure 5).

In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of employeesdrawing remuneration in excess of the limits as set out in the said Rules forms part ofthis report.


Re-appointment of Director retiring by rotation In terms of theprovisions of the Act Mr. Saurabh Agrawal (DIN: 02144558) Director of the Companyretires at the ensuing AGM and being eligible seeks re-appointment.

The necessary resolution for re-appointment of Mr. Saurabh Agrawalforms part of the Notice convening the AGM scheduled to be held on Wednesday June 302021.

The profile and particulars of experience that qualify Mr. Agrawal forBoard membership are disclosed in the said Notice.

Independent Directors' Declaration

The Company has received the necessary declarations from eachIndependent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b)and 25(8) of the SEBI Listing Regulations that he / she meets the criteria ofindependence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBIListing Regulations.

In the opinion of the Board there has been no change in thecircumstances which may affect their status as independent directors of the Company andthe Board is satisfied of the integrity expertise and experience (including proficiencyin terms of Section 150(1) of the Act and applicable rules thereunder) of all IndependentDirectors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies(Appointment and Qualification of Directors) Rules 2014 as amended IndependentDirectors of the Company have included their names in the data bank of IndependentDirectors maintained with the Indian Institute of Corporate Affairs.

Key Managerial Personnel

In terms of Section 203 of the Act the Key Managerial Personnel of theCompany are Mr. T. V. Narendran Chief Executive Officer & Managing Director Mr.Koushik Chatterjee Executive Director & Chief Financial Officer and Mr. ParvatheesamKanchinadham Company Secretary & Chief Legal Officer (Corporate & Compliance).During the year under review there has been no change in the Key Managerial Personnel.

Audit Committee

The Audit Committee was constituted in the year 1986. The Committee hasadopted a Charter for its functioning. The primary objective of the Committee is tomonitor and provide effective supervision of the Management's financial reporting processto ensure accurate and timely disclosures with the highest levels of transparencyintegrity and quality of financial reporting.

The Committee comprises Mr. O. P. Bhatt (Chairman) Mr. Aman Mehta Dr.Peter Blauwhoff Mr. Saurabh Agrawal and Mr. Deepak Kapoor. The Committee met eight times

during the year under review the details of which are given in theCorporate Governance Report.

During the year under review there were no instances when therecommendations of the Audit Committee were not accepted by the Board.

Internal Control Systems

The Company's internal control systems commensurate with the nature ofits business the size and complexity of its operations and such internal financialcontrols with reference to the Financial Statements are adequate.

Risk Management

The Company has developed and institutionalised an Enterprise RiskManagement ('ERM') process which is based on international standards like Committee ofSponsoring Organization of the Treadway Commission ('COSO') and ISO 31000. The Companyfollows coordinated risk assurance and the ERM process is integrated with Corporate AuditStrategy & Business Planning Corporate Legal and Compliance functions. This bringsfurther rigour in driving the ERM process across the organisation as well as acrossseveral TSG companies. An in-house built IT system has been deployed across theorganisation to enable recording and review of risks through live dashboards and real-timemonitoring of data.

The Risk oversight function consists of the Board of Directors RiskManagement Committee ('RMC') and Group Risk Review Committee ('GRRC') to oversee the riskmanagement policy and provide guidelines for implementing the ERM framework and ERMprocess across the Company and develop a risk intelligent culture within the organisation.The RMC amongst others reviews the key risks progress of ERM implementation acrosslocations and challenges faced. During the year under review the RMC and the Board ofDirectors of the Company approved and adopted the 'risk appetite' of the organisation. Therisk apetitte is aligned to the Company's Vision and is driven by the following:

• Health and safety of our employees and the communities in whichwe operate are our prime concern and our operating strategy is focused on the aboveobjective.

• All business decisions are aligned to the Tata Code of Conduct.

• Management actions are focussed on continuous improvement.

• Environment and Climate Change impacts are assessed on acontinuous basis and business decisions support systems including capital allocationconsiders impact of climate through the internal carbon pricing framework.

• The long-term strategy of the Company is focussed on generatingprofitable growth and sustainable cashflows that creates long-term stakeholder value.

Risk Owners may accept risk exposure to their annual and long-termbusiness plans which after implementation of mitigation strategies is aligned to theCompany's risk appetite.

The Company has formed a dedicated business vertical to ensuredeployment of the ERM process across the organisation. The team is led by Group Head -Corporate Finance & Risk Management who acts as the Chief Risk Officer ('CRO') of theCompany. The ERM team scans the external environment for developments which may throw uprisks for the organisation and risk flags are sent out to the Business Units ('BU'). BUsengage in identification and management of bottom- up risks which are periodicallyreviewed as per defined ERM process. The risks are escalated and aggregated for reportingto GRRC and RMC. This is complemented by a top-down process which helps in identificationof strategic and enterprise level risks.

During the year under review the Company undertook a Risk MaturityAssessment through an external partner to assess the maturity of the ERM process. TheBoard is pleased to report that with a score of 4.63 on a scale of 5 the Company has beenrecognised to be ahead in the risk maturity curve compared to its peers in mining &metal sector and marginally behind the highest scoring organisations (across sectors).

The Company's risk intelligent culture enabled it to manage theuncertainties in an unprecedented business environment during the year under review. Asthe COVID-19 situation evolved "scenario-based risk assessment" was facilitatedacross the Company. Further business decisions were pivoted to achieve cash neutrality inoperations by reducing spend managing working capital and reducing capital expenditures.Operating regime was recalibrated in response to the decline in domestic demand. Supplychain disruptions were managed through obtaining necessary licenses to ensure movement ofraw materials and finished goods. In view of sluggish domestic steel demand risk to saleswas mitigated through enhanced exports and new international markets were targeted.

To reduce dependence on global commodity supply chains captive coaliron ore and pellet inventory were ramped up to reduce the buy post normalisation ofoperations and improve profitability. Investments made by the Company over the years ondigital transformation ensured seamless migration of the work processes to remote workingmodels across locations. The Company also engaged in assessing the risk of singlegeography sourcing and mitigations have been put in place to diversify sourcing and / orfind alternate materials.

Implementation of focussed risk mitigation strategies coupled withimprovement in the global and domestic macro environment has improved the Company's riskprofile in second half of the financial year 2020-21. Despite the challenges posed byCOVID-19 the Company has been able to deleverage beyond the target set for the year.

The Company continues to be vigilant of the evolving pandemic situationto proactively manage risks as they emerge in financial year 2021-22. Health and safetyof employees and the communities in the vicinity of our operations continues to be thetop-most priority for the Company whilst simultaneously ensuring continuity of ourbusiness operations.

During the year under review the Company has made significant progressin its journey towards risk intelligence. The Company has been adjudged the 'Masters ofRisk in Metals & Mining' and 'Risk Technology' at the 7th edition of The India RiskManagement Awards.

Vigil Mechanism

The Company has in place a Vigil Mechanism that provides a formalchannel for all its Directors employees and business associates including customers toapproach the Chairman of the Audit Committee or Chief Ethics Counsellor and make protecteddisclosures about the unethical behaviour actual or suspected fraud or violation of theTata Code of Conduct ('TCoC'). No person is denied access to the Chairman of the AuditCommittee.

The Vigil Mechanism includes policies viz. the Whistle-Blower Policyfor Directors & Employees the Whistle-Blower Policy for Business Associates theWhistle-Blower Protection Policy for Business Associates the Gift and Hospitality Policythe Conflict of Interest Policy for Employees the Anti-Bribery & Anti-Corruption('ABAC') Policy and the Anti-Money Laundering ('AML') Policy.

The Whistle-blower Policies for Directors & Employees BusinessAssociates and TCoC encourage every Director employee and Business Associate to promptlyreport any actual or possible violation of the TCoC or any event that he or she becomesaware of that could affect the business or reputation of the Company. This policy includes'reporting of incidents of leak or suspected leak of Unpublished Price SensitiveInformation ('UPSI')' as required in terms of the provisions of the Securities andExchange Board of India (Prohibition of Insider Trading) Regulations 2015 as amended.

The Whistle-Blower Protection Policy for Business Associates providesprotection to Business Associates from any victimisation or unfair trade practices by theCompany.

The ABAC and AML policies primarily covers risk assessment third partydue diligence training & awareness and audit & reporting.

The Gift and Hospitality Policy aims to provide guidance to directorsofficers and employees or persons who perform services for or on behalf of the Company onwhat is appropriate and acceptable and what is not acceptable for offering giving andaccepting gifts and hospitality. The Policy is in consonance with ABAC and AML policies.

The Company has a Conflict of Interest policy that requires employeesto act in the best interest of the Company without any conflicts and declare conflicts ifany (real potential or perceived).

The Whistle-blower Reward and Recognition Guidelines for employees hasbeen implemented to encourage employees to genuinely blow the whistle on any misconduct orunethical activity taking place in the Company. The disclosures reported are addressed inthe manner and within the time frames prescribed in the Whistle-blower Policy.

During the year under review a Third-Party Whistle-Blowing helplineservice was made effective through an external service provider KPMG Advisory ServicesPrivate Limited across the Company as well as the TSG. The Ethics helpline servicesincludes toll free number web access postal services and e-mail facilities. Thishelpline service acts as a platform within the Tata Steel Group Companies to raiseconcerns on unethical behaviour and enhance 'zero tolerance towards unethical activities'.

During the year under review the Company also undertook a series ofcommunication and training programmes for internal stakeholders vendors and distributorswith the aim to create awareness amongst them about the Company's values TCoC and otherethical practices of the Company. E-Learning modules on AML Policy and POSH Policy werelaunched by the Company during the financial year 2020-21 to sensitise the employees onthe relevant laws and policies. The Company introduced a structured yet informal platform"Stay in Touch" for its employees to interact with Chief Ethics Counsellor tounderstand the issues and integrate employees with the Company's culture through an opendiscussion. The Company also undertook various theme-based campaigns town hall anddepartmental events. 'Neeti Katha / Neeti Sanchar' i.e. story-telling through snippetseries on the scenarios of 'ABAC' 'Integrity' and 'Respectful workplace' were shared withemployees as part of the awareness campaign. The Company also celebrated the month of Julyas Ethics Month with all communication and programmes centred around the theme"Responsible Me Responsible We". These engagement programmes have helped inreinforcing employee involvement in driving the Management of Business Ethics.

The Company has developed a robust system to raise concerns onunethical behaviour taken efforts to make stakeholders aware of such systems as well asof their responsibility to report such concerns and practice non-retaliation. The strongmechanism to address such concerns instils in our stakeholders the confidence to reportethical violations. The Company has also leveraged digital platforms for training andcommunication thereby resulting in greater clarity on the subject and system amongst thestakeholders.

The Company takes pride in winning one of the World's Most EthicalCompanies ('WME') award for the 10th time by Ethisphere Institute USA.

During the year under review the Company received 777 whistle-blowercomplaints of which as on March 31 2021 541 complaints were investigated and appropriateactions were taken and investigations were underway for the remaining 236 complaints.Majority of these pending complaints were received during the quarter ended March 312021.

Disclosure as per the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

The Company has zero tolerance towards sexual harassment at theworkplace. The Company has adopted a policy on prevention prohibition and redressal ofsexual harassment at workplace in line with the provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules madethereunder.

The Company has complied with the provisions relating to theconstitution of the Internal Committee as per the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

During the year under review the Company received 21 complaints ofsexual harassment of which 15 complaints have been resolved by taking appropriate actionsand 6 complaints are under investigation. These 6 complaints have been received during themonths of February and March 2021.

Related Party Transactions

In line with the requirements of the Act and the SEBI ListingRegulations the Company has formulated a Policy on Related Party Transactions and thesame can be accessed on the Company's website at

During the year under review all related party transactions enteredinto by the Company were approved by the Audit Committee and were at arm's length and inthe ordinary course of business. Prior omnibus approval is obtained for related partytransactions which are of repetitive nature and entered in the ordinary course of businessand on an arm's length basis. The Company did not have any contracts or arrangements withrelated parties in terms of Section 188(1) of the Act. Also there were no materialrelated party contracts entered into by the Company.

Accordingly the disclosure of related party transactions as requiredunder Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company forfinancial year 2020-21 and hence does not form part of this report.

Details of related party transactions entered into by the Company interms of Ind AS-24 have been disclosed in the notes to the standalone / consolidatedfinancial statements forming part of this Integrated Report.

Directors' Responsibility Statement

Based on the framework of internal financial controls and compliancesystem established and maintained by the Company work performed by the internalstatutory cost and secretarial auditors and external agencies including audit ofinternal financial controls over financial reporting by the statutory auditors and thereviews performed by Management and the relevant Board Committees including the AuditCommittee the Board is of the opinion that the Company's internal financial controls wereadequate and effective during financial year 2020-21.

Accordingly pursuant to Section 134(5) of the Companies Act 2013 theBoard of Directors to the best of its knowledge and ability confirms that:

a) in the preparation of the annual accounts the applicable accountingstandards have been followed and that there were no material departures;

b) they have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

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

e) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively;

f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws were in place and that such systems are adequate andoperating effectively.

Business Responsibility Report

The Securities and Exchange Board of India ('SEBI') requires companiesto prepare and present to stakeholders a Business Responsibility Report ('BRR') in theprescribed format. SEBI however allows companies to follow an internationally recognisedframework to report on the initiatives undertaken by the Company on environmental socialand governance perspective. Further SEBI has on February 6 2017 advised companies thatare required to prepare BRR to transition towards an Integrated Report.

As stated earlier in the Report the Company has followed the<IR> framework of the International Integrated Reporting Council to report on allthe six capitals that are used to create long-term stakeholder value. Our IntegratedReport has been assessed and Ernst & Young Associates LLP has provided the requiredassurance. We have also provided the requisite mapping of principles between theIntegrated Report the Global Reporting Initiative ('GRI') and the BRR as prescribed bySEBI. The same is available on our website

Subsidiaries Joint Ventures and Associates

The Company has 209 subsidiaries and 49 associate companies (including28 joint ventures) as on March 31 2021. During the year under review the Board ofDirectors reviewed the affairs of material subsidiaries. There has been no material changein the nature of the business of the subsidiaries.

We have in accordance with Section 129(3) of the Act preparedConsolidated Financial Statements of the Company and all its subsidiaries associates andjoint ventures which form part of the Integrated Report. Further the report on theperformance and financial position of each subsidiary associate and joint venture andsalient features of their Financial Statements in the prescribed Form AOC-1 is annexed tothis report (Annexure 6).

In accordance with the provisions of Section 136 of the Act and theamendments thereto read with the SEBI Listing Regulations the audited FinancialStatements including the consolidated financial statements and related information of theCompany and financial statements of the subsidiary companies are available on our

The names of companies that have become or ceased to be subsidiariesjoint ventures and associates during the year under review are disclosed in an annexure tothis report (Annexure 7).


Statutory Auditors

Members of the Company at the AGM held on August 8 2017 approved theappointment of Price Waterhouse & Co. Chartered Accountants LLP (Registration No.304026E/ E300009) Chartered Accountants as the statutory auditors of the Company for aperiod of five years commencing from the conclusion of the 110th AGM held on August 82017 until the conclusion of 115th AGM of the Company to be held in the year 2022.

In terms of the provisions relating to statutory auditors forming partof the Companies Amendment Act 2017 notified on May 7 2018 ratification of appointmentof Statutory Auditors at every AGM is no more a legal requirement. Accordingly the Noticeconvening the ensuing AGM does not carry any resolution on ratification of appointment ofStatutory Auditors.

The report of the Statutory Auditor forms part of the Integrated Reportand Annual Accounts for FY 2020-21. The said report does not contain any qualificationreservation adverse remark or disclaimer. During the year under review the StatutoryAuditors did not report any matter under Section 143(12) of the Act therefore no detailis required to be disclosed under Section 134(3)(ca) of the Act.

Cost Auditors

In terms of Section 148 of the Act the Company is required to maintaincost records and have the audit of its cost records conducted by a Cost Accountant. Costrecords are prepared and maintained by the Company as required under Section 148(1) of theAct.

The Board of Directors of the Company has on the recommendation of theAudit Committee approved the appointment of M/s. Shome & Banerjee as the CostAuditors of the Company (Firm Registration No. 000001) for the year ending March 31 2022.

M/s. Shome & Banerjee have vast experience in the field of costaudit and have been conducting the audit of the cost records of the Company for the pastseveral years.

In accordance with the provisions of Section 148(3) of the Act readwith Rule 14 of the Companies (Audit and Auditors) Rules 2014 as amended theremuneration of Rs.20 lakhs plus applicable taxes and reimbursement of out-of-pocketexpenses payable to the Cost Auditors as recommended by the Audit Committee and approvedby the Board has to be ratified by the Members of the Company. Accordingly a resolutionto this effect forms part of the Notice convening the AGM.

Secretarial Auditors

Section 204 of the Act inter alia requires every listed company toannex to its Board's report a Secretarial Audit Report given in the prescribed form bya Company Secretary in practice.

The Board had appointed Parikh & Associates (Registration No.P1988MH009800) Practicing Company Secretaries as the Secretarial Auditor to conductSecretarial Audit of the Company for the financial year 2020-21 and their Report isannexed to this report (Annexure 8). There are no qualifications observations adverseremark or disclaimer in the said Report.

Annual Return

The Annual Return for financial year 2020-21 as per provisions of theAct and Rules thereto is available on the Company's website at return-2021.pdf

Significant and Material Orders passed by the Regulators or Courts

There has been no significant and material order passed by theregulators or courts or tribunals impacting the going

concern status and the Company's future operations. However Members'attention is drawn to the statement on contingent liabilities commitments in the notesforming part of the Financial Statements.

Particulars of Loans Guarantees or Investments

Particulars of loans guarantees given or investments made during theyear under review in accordance with Section 186 of the Act is annexed to this report(Annexure 9).

Energy Conservation Technology Absorption and Foreign ExchangeEarnings and Outgo

Details of the energy conservation technology absorption and foreignexchange earnings and outgo are annexed to this report (Annexure 10).


During the year under review the Company has not accepted any depositsfrom public in terms of the Act. Further no amount on account of principal or interest ondeposits from public was outstanding as on the date of the balance sheet.

Secretarial Standards

The Company has in place proper systems to ensure compliance with theprovisions of the applicable secretarial standards issued by The Institute of CompanySecretaries of India and such systems are adequate and operating effectively.

G. Acknowledgements

The Directors regret the loss of life due to COVID-19 pandemic and aredeeply grateful and have immense respect for every person who risked their life and safetyto fight this pandemic. We thank our customers vendors dealers investors businessassociates and bankers for their continued support during the year. We place on record ourappreciation of the contribution made by employees at all levels. Our resilience to meetchallenges was made possible by their hard work solidarity co-operation and support.

We thank the Government of India the State Governments and theGovernments in the countries where we have operations and other regulatory authorities andgovernment agencies for their support and look forward to their continued support in thefuture.

On behalf of the Board of Directors
Mumbai Chairman
May 5 2021 DIN:00121863