To the Members
Your Directors take pleasure in presenting the 4th Integrated Report (prepared as perthe framework set forth by the International Integrated Reporting Council) and the 39thAnnual Accounts on the business and operations of Tata Steel Long Products Limited ('TSLP'or 'Company') along with the summary of the standalone financial statements for theyear ended March 31 2022.
A. Financial Results
| || ||(Rs. crores) |
|Particulars ||2021-22 ||2020-21 |
|Revenue from operations ||6801.63 ||4749.87 |
|Total expenditure before finance cost depreciation ||5624.08 ||3651.45 |
|Operating Profit ||1177.55 ||1098.42 |
|Add: Other income ||137.51 ||78.23 |
|Profit before finance cost depreciation exceptional items and taxes ||1315.06 ||1176.65 |
|Less: Finance costs ||109.96 ||234.63 |
|Profit before depreciation exceptional items and taxes ||1205.10 ||942.02 |
|Less: Depreciation and amortisation expenses ||319.58 ||327.19 |
|Profit/(Loss) before exceptional items & tax ||885.52 ||614.83 |
|Add/(Less): Exceptional Items ||(27.14) ||- |
|Profit before taxes ||858.38 ||614.83 |
|Less: Tax Expense ||228.51 ||42.86 |
|(A) Net Profit/(Loss) for the Period ||629.87 ||571.97 |
|Total Profit/(Loss) for the period attributable to: || || |
|Owners of the Company ||629.87 ||571.97 |
|Non-controlling interests ||- ||- |
|(B) Total other comprehensive income ||(0.74) ||5.31 |
|(C) Total comprehensive income for the period [A + B] ||629.13 ||577.28 |
|Retained Earnings: Balance brought forward from the previous year ||192.02 ||(379.95) |
|Add: Profit for the period ||629.87 ||571.97 |
|Add: Other movements within equity ||- ||- |
|Balance ||821.89 ||192.02 |
|Which the Directors have apportioned as under to:- || || |
|(i) Dividend on Ordinary Shares ||22.55 ||- |
|(ii) Tax on dividends ||- ||- |
|Total Appropriations ||22.55 ||- |
|Retained Earnings: Balance to be carried forward ||799.34 ||192.02 |
Note: There is no subsidiary of the Company as on the closing date of financial year2021-22. Accordingly financial result is prepared on standalone basis and not comparablewith previous financial year on consolidated basis.
1. Dividend Distribution Policy
In terms of Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ('SEBI Listing Regulations')the Board of Directors of the Company (the 'Board') formulated and adopted theDividend Distribution Policy (the 'Policy').
The Policy is available on our website at https://www.tatasteellp.com/storage/2021/09/Dividend-Distribution- Policy_TSLP_Revised.pdf
For Financial Year 2021-22 the Board has recommended a dividend of Rs.12.50/- perequity share (previous year: Rs.5.00/- per equity share).
The Board has recommended dividend based on the parameters laid down in the DividendDistribution Policy and dividend will be paid out of the profits for the year.
The dividend on Equity Shares is subject to the approval of the Shareholders at theAnnual General Meeting ('AGM') scheduled to be held on Tuesday July 12 2022 andwill be paid on and from Saturday July 16 2022.
Based on the Equity Shares as on the date of this report the dividend if approvedwould result in a cash outflow of Rs.56.38 crores. The dividend on Equity Shares is 125%of the paid-up value of each share. The total dividend payout works out to 8.95% (Previousyear: 3.94%) of the net profit of FY 2021-22.
Pursuant to the Finance Act 2020 dividend income is taxable in the hands of theshareholders effective April 1 2020 and the Company is required to deduct tax at sourcefrom dividend paid to the Members at prescribed rates as per the Income Tax Act 1961.
The Register of Members and Share Transfer Books of the Company will remain closed fromFriday July 1 2022 to Tuesday July 12 2022 (both days inclusive) for the purpose ofpayment of dividend and AGM for the financial year ended March 31 2022.
3. Transfer to Reserve
The Board of Directors has decided to retain the entire amount of profit remainingafter payment of dividend for FY 2021-22 in the statement of profit and loss.
4. Capex and Liquidity
During the year under review the Company has spent Rs.91.92 crores on capitalprojects; largely towards environment and sustenance projects.
The Company's liquidity position is Rs.13766.98 crores as on March 31 2022comprising of Rs.12639.58 crores in cash and cash equivalent and balance in undrawncredit lines.
5. Management Discussion and Analysis Report
The Management Discussion and Analysis Report as required in terms of the SEBI ListingRegulations is annexed to this Report (Annexure 1).
B. INTEGRATED REPORT
In continuation with our commitment to stakeholders in Financial Year 2017-18 wetransitioned from compliance- based reporting to governance-based reporting by adoptingthe <IR> framework developed by the International Integrated Reporting Council (nowknown as Value Reporting Foundation).
Our 4th Integrated Report highlights the measures taken by the Company towardsinorganic growth that contributes towards long-term sustainability and value creationwhile embracing different skills continuous innovation sustainable growth and a betterquality of life.
C. Operations and Performance
The second wave of COVID-19 pandemic struck like a storm in the very first quarter ofFY22 throughout the country with record number of infections. While India was facing issueof limited medical oxygen availability due to high demand steel plants played a crucialrole in strengthening India's fight against COVID by diverting industrial oxygen tohealthcare centers. This led to a throttled production for the steel plants but thecompany remained resilient and was able to achieve higher than planned sales enabled byscenario-based approach advanced planning and exploring export option. Later from Q2FY22 when demand picked up and oxygen availability improved your Company was able toramp up its production and achieved highest ever rolled product sales after acquisition ofsteel business of Usha Martin Limited. During FY22 your Company produced 684 KT of crudesteel (6% growth y-o-y) and 672 KT of rolled products witnessing an increase of 26% ony-o-y basis. 839 KT of DRI was produced in FY22 registering a 5% y-o-y growth. Constantefforts of debottlenecking and increasing yield of steel making unit have reaped benefits.Rolled product deliveries stood at 646 KT 22% y-o-y growth enabled by market demand androbust customer approval pipelines built over last two years. Special steel sales mixincreased to 75% in FY22 as against 60% in FY21 reaffirming company's focus on valuemaximisation through product portfolio enrichment. DRI sales got limited to 594 KT becauseof the higher internal consumption by Gamharia unit.
While operational robustness was visible in the company's performance in FY22 yourcompany has also demonstrated its endeavor to exceed customer's expectation through numberof initiatives viz. i) Reduction in customer complaints to benchmark level; ii) Launch ofcustomer service team for key customers to enhance engagement and provide quick resolutionof their issues; and iii) Development of new products. Your Company has also put in-placeeffective strategies to create a constructive work culture that values and care foremployees. In FY22 company rolled out policies like Jyotishmati program WIN (WomenInteractive Engagement) and RISE policy to promote diversity and inclusion. Corporatebrand building also gained significant momentum in FY22 through improved presence andfollowers on social media coupled with digitalising the platform for customers andvendors. In addition volunteerism is getting actively visualised across the company withenthused participation by employees and their families.
D. Key Developments
a. Acquisition of Neelachal Ispat Nigam Limited
During the year under review your Company has been identified as the winner of thebidding process to acquire a 93.71% equity stake in the Neelachal Ispat Nigam Limited('NINL') in accordance with the process being run by Department of Disinvestment &Public Asset Management (DIPAM) Government of India. NINL represents a critical andstrategic acquisition for your Company with around one million tons per annum ofsteelmaking capacity 2500 acres of land for future growth and iron ore reserves of around100 million tonnes. After completion of the acquisition process NINL will become the coreof your Company's growth aspirations as it is intended to not only restart theone-million ton steel plant expeditiously but also begin work immediately to build a 4.5million tonnes per annum state of the art long products complex in the next few years andfurther expand it to 10 million tonnes per annum by around 2030. As part of the largerTata Steel ecosystem the location of NINL complex presents opportunities to leveragesynergies with existing infrastructure bring to bear the best operating practices andexpertise in mining as well as project management to create significant value. The Companyhas a clear strategy to build its business across long products including brandedproducts downstream solutions and specialty high-end products. The company will benefitfrom the significant growth in these areas as India builds greater infrastructure andindustrialises at pace through the Atmanirbhar Bharat Program of the Government.This investment also reflects the Tata Group's commitment to the state of Odisha and thecommunities around our operations. The total consideration of Rs.12100 Crore reflects theenterprise value (including all recorded liabilities) as part of the acquisition of 93.71%equity stake in NINL. The transaction is expected to be closed within the first quarter ofFY 2022-23 as per the process and timelines announced by DIPAM Government of India.
b. Radhikapur Coal Block
Ministry of Coal ("MoC") in earlier years issued notices to theCompany for invocation of bank guarantee of '32.50 crores submitted towards performance ofconditions for allocation of Radhikapur (East) Coal Block which was contested by theCompany in the Hon'ble High Court of Delhi. Further in accordance with the directivesfrom the Hon'ble High Court of Delhi the Company had extended the validity of the bankguarantee up to April 15 2021 and MoC vide its letter dated August 10 2021 intimated theCompany that based on the recommendations of the Inter-Ministerial Group it has decidedto release the bank guarantee. The aforesaid bank guarantee was returned back during theyear ended March 31 2022 and accordingly there is no financial impact on the Company inrelation to the aforesaid bank guarantee matter.
The Inter-Ministerial Group (IMG) upon hearing the case noted that the delay inexercising performance obligations was not attributable to your Company. IMG also notedthat your Company could not start production for the reasons beyond its control and as theBG was linked only with coal productions they recommended for return of the original BGto the Company being the prior allottee of the Radhikapur (East) Coal Block.
In view of the aforesaid IMG decision / recommendations your Company has been releasedfrom all liabilities on account of purported delay in achieving the milestones prescribedin the Allocation Letter dated February 7 2006.
Pursuant to the judgment of Hon'ble Supreme Court of India the Government of India hadpromulgated the Coal Mines (Special Provision) Rules 2014 and subsequent amendments ("Rules")for allocation of the coal mines through auction and matters related thereto. In terms ofthe said Rules the prior allottee (i. e. the Company) shall be compensated for theexpenses incurred towards land and mine infrastructure. As part of 11th tranche of auctionunder The Coal Mines Act 2015 the Ministry of Coal (MoC) has carried out an auction ofthe coal block in November 2020 and EMIL Mines and Mineral Resources Limited (EMMRL) wasdeclared as the successful bidder by the Nominated Authority on December 24 2020. The MoCissued the vesting order dated March 3 2021 in favour of EMMRL and directed the Companyto hand over all the rights/ licenses/ approvals and documents to EMMRL. The Company hashanded over the documents in respect of title deeds of land and possession of buildingsand other required details on April 6 2021 to EMMRL in compliance with the vesting order.The Company is pursuing its claim for compensation against the investment made towardsland & mine Infrastructure with the appropriate authorities like MoC OdishaIndustrial Infrastructure Development Corporation ('IDCO') and Controller of Coal etc.Vide its letters dated September 7 2021 & December 6 2021 IDCO has recommended forpayment of cost of land along with interest thereon @12% till the date of allotment of thecoal block to EMMRL. The Nominated Authority MoC has conducted a joint meeting with theCompany IDCO & EMMRL on March 4 2022 to address the issue of compensation payableto prior allotee pertaining to land w.r.t. Radhikapur East Coal Mine. The Company isawaiting decision from MoC on the determination of the just fair & adequatecompensation in respect of the aforesaid amounts incurred by the Company. Based onassessment of the matter by the Company including evidence supporting the expenditure andclaim and an external legal opinion obtained by the Company in respect of therecoverability of the amount no provision is considered necessary.
c. Merger & Amalgamation:
The Board at its meeting held on November 13 2020 had approved the following schemesof amalgamation:-
1. Scheme of Amalgamation of Tata Metaliks Limited ('TML') into and with Tata SteelLong Products Limited ('TSLP'); and
2. Scheme of Amalgamation of Indian Steel and Wire Products Limited ('ISWP') into andwith TSLP.
Subsequent to the Board's approval the Company had filed the respective schemes ofamalgamation with the Stock Exchanges viz. BSE Limited and National Stock Exchange ofIndia Limited on November 14 2020.
In respect of the scheme of amalgamation of ISWP into the Company the Company hasreceived letters from Stock Exchanges stating that the SEBI has returned the Schemeobserving non-compliance with the securities law provisions.
In respect of the scheme of amalgamation of TML into the Company the Stock Exchangeshave requested the Company for additional information on the scheme and the Company is inthe process of appropriately responding to the same.
d. Change in Share Capital Authorised Capital
During the year under review the Company has increased the Authorised Share Capital ofthe Company from the existing Rs.2075 crores divided into Rs.750000000 (Rupees SeventyFive crores only) equity share capital divided into 75000000 (Seven crores Fifty Lakh)Equity Shares of '10 each and Rs.20000000000 (Rupees Two Thousand crores only)preference share capital divided into 200000000 (Twenty crores) Non-ConvertibleRedeemable Preference Shares of '100 each to Rs.15375 crores (Rupees Fifteen ThousandThree Hundred and Seventy-five crores) comprising:
Rs.750000000 (Rupees Seventy-Five crores only) equity share capital dividedinto 75000000 (Seven crores Fifty lakhs) Equity Shares of Rs.10 each; and
Rs.153000000000 (Rupees Fifteen Thousand Three Hundred crores only)preference share capital divided into 1530000000 (One Hundred and Fifty-three crores)Non-Convertible Redeemable Preference Shares of Rs.100 each; by creation of 1330000000(One Hundred and Thirty-three crores) Non-Convertible Redeemable Preference Shares ofRs.100 each.
Accordingly the capital clause in the Memorandum and Articles of Association of theCompany was suitably altered.
During the year under review your Company has issued and allotted 1270000000 (OneHundred Twenty Seven Crore) Non-Convertible Redeemable Preference Shares ("NCRPS")of face value of Rs.100/- each aggregating Rs.12700 crores carrying a dividend rate of0.01% p.a. to the Promoter i.e. Tata Steel Limited on a private placement basis.
There was no other change in the capital structure of the Company.
The Company enjoys a sound reputation for its prudent financial management and itsability to meet financial obligations. The details of Credit Rating forms part of theCorporate Governance Report.
We can define corporate sustainability as the strategy whereby a business delivers itsgoods and services in a manner that is both environmentally sustainable and supports itseconomic growth. Apart from this Corporate sustainability also aims to create long-termstakeholder value through the implementation of a business strategy that focuses on theethical social environmental cultural and economic dimensions of doing business. Thestrategies created are intended to foster longevity transparency and proper employeedevelopment within business organisations.
The most broadly accepted criterion for corporate sustainability constitutes a firm'sefficient use of natural capital. This eco-efficiency is usually calculated as theeconomic value added by a firm in relation to its aggregated ecological impact.
Eco-efficiency coupled with socio-efficiency are concerned primarily with increasingeconomic sustainability. In this process they instrumentalise both natural and socialcapital aiming to benefit from win-win situations. Some point towards eco-effectivenesssocio-effectiveness sufficiency and eco-equity as four criteria that need to be met ifsustainable development is to be reached.
Sustainability is no longer a choice but a business imperative for sustenance andgrowth. Accordingly as part of the Company's 2030 strategy we have definedSustainability Leadership as one of the strategic objectives. We need to adopt atwo-pronged approach to realise our sustainability target. One with strategic interventionto adopt benchmark technology for our facilities to reduce carbon footprint and the secondone for cultural changes amongst all our stakeholders to embrace circularity concept i.e."closing the loop" by focusing on full life cycle resource productivity.Underpinning this approach the Company's strategies are on low carbon transitionreducing dependence on freshwater consumption maximising value from waste and exploringopportunities in the circular economy enhancing biodiversity in the areas where theCompany has its operations building a sustainable and resilient supply chain and customerfocused product stewardship.
5S and VWM (Visual Workplace Management) are new initiatives taken this year to improvehousekeeping and safety at workplace. TPM circles with defined responsibilities are formedwith defined goals to improve workplace. Self-assessment and cross functional auditsinvolving experts from other group companies are conducted regularly to sustain andimprove shop floor ambience and safety. Conducting business responsibly is a cornerstoneof the Company's strategy and culture. The most important aspect of conducting business isto ensure the total safety across all corners of operations. In spite of taking allrequisite steps towards safety it is with deep regret that we report one fatality thattook place at Vijay-II Iron Ore Mines. Keeping in mind the incident the Company hasadopted a holistic approach for its sustainability framework by giving focused impetus inareas of Safety Health and Environment ("SHE"). Establishing high safetystandards and enhancing safety performance at work are among the key priorities of theorganisation. Efforts initiated during earlier years on capability building throughstructured trainings to evolve a mature safety culture is sustained. The Felt Leadershipsafety training for the employees continues to progress steadily to sensitise and buildleadership competence on safety. Other strategies such as demonstration of visibleleadership on the shop-floor by identification & elimination of Commonly AcceptedUnsafe Practices (E-CAUP) by Senior Leaders; Identification & correction of FatalityPotential unsafe conditions (Safety Observations) by Middle level leaders; Identification& stoppage of fatality & serious injury potential unsafe acts (Site SeverityAudits) by front line leaders were sustained to bring a holistic approach in field ofsafety management. Incident reporting and analysis was made more robust.
We have always believed that protecting the environment in which we operate & liveare among our highest priorities. The Company has established an Environmental policyClimate change policy and Energy policy and key tenants of the policies always guide inidentifying and successfully managing the Environmental issues energy usages reductionin greenhouse gases ("GHG") and water conservation. Over the years we arecontinuously focusing on lowering the dust emission and other gaseous pollution from ourindustry by adopting the state-of-the- art-technologies. The Electro-Static Precipitators(ESP) of captive power plant and sinter plant were recently upgraded to ensure emissionmuch below the standards set by the government.
Fugitive emission is a major challenge at Gamharia plant. To address this concern anengineering study was initiated through a competent agency in syndication with Tata SteelLimited - Jamshedpur Plant ("TSJ"). Study identified major gaps inexisting environmental control systems and additional systems/ major upgradation ofexisting Pollution Control Systems was proposed to reduce PM10 level within acceptablelevels. Around 40 projects were identified covering all departments. Estimated capexrequirement for executing the projects is Rs.127.78 crores. Board approval for 11 projectsunder Phase I at an estimated CAPEX of Rs.42.78 Crore is obtained and are underimplementation.
For reduction in water consumption Regular audits and monitoring are done to identifygaps and required engineering solutions are provided to bridge the gaps. Maximising theuse of treated effluent water from Effluent Treatment Plant ("ETP") and SewageTreatment Plant ("STP") was a major de bottle neck project which significantlyreduced the freshwater consumption. Apart from this the replacement of damagedwater-cooled duct and combustion chamber of SMS also contributed significantly to achievethe goal in reducing fresh-water consumption.
Your Company continues to adopt several technologies to lower down the CO2 emission andhave conceptualised some other best practices for adoption in its steel manufacturingsuch as utilisation of waste heat for power generation and use of less carbon intensivesubstances in steel making use of char for power generation scrap charge at SMS etc. TheCompany believes that new technologies will be fundamental means for industries to reducetheir carbon footprints exponentially to achieve the global targets of climate change andhas aligned its goals accordingly. LTP projects such as replacement of furnace oil with NG(natural gas) in mills reducing dependence on coal-based power generation etc. areactively pursued.
I n one of new initiatives Life Cycle Assessment (LCA) for finished product wasinitiated this year. Based on international assessment methodologies LCA study offinished product was done to evaluate the impact on major environment indices vis. GHG(green-house gas) emission Acidification and Eutrophication potential energy andfresh-water consumption.
Corporate Social Responsibility (CSR)
Corporate Social Responsibility at TSLP derives inspiration from its CSR vision "Enrichingthe lives of people in our operating locations to build a happy community throughparticipative and sustainable interventions". The company has always demonstratedits consciousness towards societal care through several programs and projects over theyears with an objective to build an inclusive & harmonious neighbourhood. To provideguidelines in fulfilment of its CSR objective a CSR Policy has been implemented which isavailable on the company website at https://www.tatasteellp.com/storage/2021/12/CSR-Policy-for-circulation.pdf.
During the year the company has spent Rs.2.99 crores primarily for addressing theneeds of communities located in proximity of its operating locations in Gamharia Joda& Vijay II Iron-ore Mines. Company's CSR strategic interventions have been dividedinto 5 primary dimensions-Education Health & Sanitation Livelihood Youth Engagementand Essential Services besides a few signature projects. Company's CSR initiatives arealso aligned with the framework on Affirmative Action (AA) prepared as per the Tata Groupguidelines. All the programs are implemented through a set of short and long-term projectsand activities and the effectiveness of core programs have also been subjected to animpact assessment study in spite of not having mandatory applicability at locations wherethe interventions have matured. Over the past 3 years the company has been successful inimplementing several CSR initiatives which have impacted the lives of 51000 people andhave also won recognitions in the areas of Social Excellence.
The Annual Report on CSR activities in terms of Section 135 of the Companies Act 2013('Act') and the Rules framed thereunder is annexed to this report (Annexure 2).
F. Corporate Governance
At TSLP we ensure that we evolve and follow the corporate governance guidelines andbest practices diligently not just to boost long-term shareholder value but also torespect rights of the minority. We consider it our inherent responsibility to disclosetimely and accurate information regarding the operations and performance leadership andgovernance of the Company.
Pursuant to the SEBI Listing Regulations the Corporate Governance Report along withthe Certificate from a Practicing Company Secretary certifying compliance with conditionsof Corporate Governance is annexed to this Report (Annexure 3).
Meetings of the Board and Committees of the Board
The Board met ten times during the year under review. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013 and the SEBIListing Regulations. The Committees of the Board usually meet the day before or on the dayof the Board meeting or whenever the need arises for transacting business. Details ofcomposition of the Board and its
Committees as well as details of Board and Committee meetings held during the yearunder review and Directors attending the same are given in the Corporate Governance Reportforming part of this Report.
Selection of New Directors and Board Membership Criteria
The Nomination and Remuneration Committee ('NRC') engages with the Board to determinethe appropriate characteristics skills and experience for the Board as a whole as well asfor its individual members with the objective of having a Board with diverse backgroundsand experience in business finance governance and public service. Thereafter the NRCrecommends to the Board the selection of new Directors.
Characteristics expected of all Directors include independence integrity highpersonal and professional ethics sound business judgement ability to participateconstructively in deliberations and willingness to exercise authority in a collectivemanner. The Company has in place a Policy on Appointment & Removal of Directors ('Policy').
The salient features of the Policy are:
It acts as a guideline for matters relating to appointment and re-appointment ofDirectors;
It contains guidelines for determining qualifications positive attributes ofdirectors 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 a director in case ofappointment of an Independent Director. During the year under review there has been nochange to the Policy. The Policy is available on the website of the Company at https://www.tatasteellp.com/storage/2021/09/ Policy-on-appointment-and-removal-of-Directors.pdf
Familiarisation Programme for Directors
As a practice all new Directors (including Independent Directors) inducted to theBoard go through a structured orientation programme. Presentations are made by the SeniorManagement giving an overview of the operations to familiarise the new Directors with theCompany's business operations. The new Directors are given an orientation on the productsof the business group structure and subsidiaries Board constitution and proceduresmatters reserved for the Board and the major risks and risk management strategy of theCompany. Visits to plant and mining locations are organised for the new Directors toenable them to understand the business better.
During the year under review no new Independent Directors were inducted to the Board.Details of orientation given to the existing independent directors in the areas ofstrategy operations & governance safety health and environment and industrytrends are available on the website of the Company at https://www.tatasteellp.com/storage/2022/06/Familiarization-Independent- Directors-2021-22.pdf
The Board evaluated the effectiveness of its functioning of the Committees and ofindividual Directors pursuant to the provisions of the Companies Act 2013 ('Act')and the SEBI Listing Regulations.
The Board sought the feedback of Directors on various parameters including:
Degree of fulfillment of key responsibilities towards stakeholders (by way ofmonitoring corporate governance practices participation in the long-term strategicplanning etc.);
Structure composition and role clarity of the Board and Committees;
Extent of co-ordination and cohesiveness between the Board and its Committees;
Effectiveness of the deliberations and process management;
Board/Committee culture and dynamics; and
Quality of relationship between Board Members and the Management.
The above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on January 5 2017.
The Chairman of the Board had one-on-one meetings with the Independent Directors ('IDs')and the Chairman of NRC had one-on-one meetings with each Executive and Non-ExecutiveNon-Independent Directors. These meetings were intended to obtain Directors' inputs oneffectiveness of the Board/ Committee processes.
In a separate meeting of IDs the performance of the Non-Independent Directors theBoard as a whole and the Chairman of the Company was evaluated taking into account theviews of Executive Director and other NonExecutive Directors.
The Nomination and Remuneration Committee reviewed the performance of the individualdirectors and the Board as a whole.
In the meeting of the independent directors followed by the meetings of Nomination andRemuneration Committee and the Board the performance of the Board its committees andindividual directors was discussed.
The evaluation process endorsed the Board Members' confidence in the ethical standardsof the Company the resilience of the Board and the Management in navigating the Companyduring challenging times cohesiveness amongst the Board Members constructiverelationship between the Board and the Management and the openness of the Management insharing strategic information to enable Board Members to discharge their responsibilitiesand fiduciary duties.
Remuneration Policy for the Board and Senior Management
Based on the recommendations of NRC the Board has approved the Remuneration Policy forDirectors Key Managerial Personnel ('KMPs') and all other employees of theCompany. As part of the policy the Company strives to ensure that:
The level and composition of remuneration is reasonable and sufficient toattract retain and motivate Directors of the quality required to run the Companysuccessfully;
Relationship between remuneration and performance is clear and meets appropriateperformance benchmarks; and
Remuneration to Directors KMPs and Senior Management involves a balancebetween fixed and incentive pay reflecting short medium and long-term performanceobjectives 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 of remuneration (includingsitting fees and remuneration) should be made to Independent Directors and Non-ExecutiveDirectors.
It lays down the parameters based on which remuneration (including fixed salarybenefits and perquisites bonus/ performance linked incentive commission retirementbenefits) should be given to whole-time directors KMPs and rest of the employees.
It lays down the parameters for remuneration payable to Director for servicesrendered in other capacity.
During the year under review there has been no change to the Policy. The Policy isavailable on the website of the Company at https://www.tatasteellp.com/storage/2021/09/Remuneration-Policy-TSLP.pdf
Particulars of Employees
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed to this report (Annexure 4).
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of employees drawing remuneration inexcess of the limits as set out in the said Rules forms part of this report.
During the year under review there was no change in the Board of Directors of theCompany.
Re-Appointment of Directors retiring by rotation
In terms of the provisions of the Act Mr. T.V. Narendran (DIN: 03083605) Director ofthe Company retires at the ensuing AGM and is eligible for re-appointment. The necessaryresolution for re-appointment of Mr. Narendran forms part of the Notice convening theensuing AGM scheduled to be held on Tuesday July 12 2022.
The profile and particulars of experience attributes and skills that qualify Mr.Narendran for Board membership are disclosed in the said Notice.
Independent Directors' Declaration
The Company has received necessary declaration from each Independent Director inaccordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBIListing Regulations that he/she meets the criteria of independence as laid out in Section149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations.
In the opinion of the Board there has been no change in the circumstances which mayaffect their status as independent directors of the Company and the Board is satisfied ofthe integrity expertise and experience (including proficiency in terms of Section 150(1)of the Act and applicable rules thereunder) of all Independent Directors on the Board.
Further in terms of Section 150 read with Rule 6 of the Companies (Appointment andQualification of Directors) Rules 2014 as amended Independent Directors of the Companyhave included their names in the data bank of Independent Directors maintained with theIndian Institute of Corporate Affairs.
Key Managerial Personnel
In terms of Section 203 of the Act the Key Managerial Personnel of the Company as onthe date of this report are as follows:-
1. Mr. Ashish Anupam - Managing Director;
2. Mr. Sanjay Kumar Shrivastav - Joint Chief Financial Officer; and
3. Mr. Sankar Bhattacharya - Company Secretary and Compliance Officer.
During the year under review Mr. S.K. Mishra superannuated and retired as the ChiefFinancial Officer of the Company effective June 1 2021. The Board placed and recorded itsappreciation for his valuable services rendered during his tenure of association with theCompany.
Apart from the above no other changes took place in the key managerial personnel ofthe Company since last reporting.
The Audit Committee is duly constituted as per the provisions of the Act applicableRules framed thereunder read with the SEBI Listing Regulations. The Committee has adopteda Charter for its functioning. The primary objective of the Committee is to monitor andsupervise the Management's financial reporting process to ensure accurate and timelydisclosures with highest levels of transparency integrity and quality of financialreporting.
The Audit Committee comprises of:-
1. Mr. Srikumar Menon (Chairman)-Independent;
2. Mr. Shashi Kant Maudgal-Independent;
3. Ms. Neeta Karmakar-Independent; and
4. Mr. Koushik Chatterjee - Non-Independent.
During the year under review there was no instance where the recommendations of theAudit Committee was not accepted by the Board.
Internal Control Systems
The Company's internal control systems commensurate with the nature of its businessthe size and complexity of its operations and such internal financial controls withreference to the Financial Statements are adequate. Details on the Internal FinancialControls of the Company forms part of Management Discussion and Analysis forming part ofthis Integrated Report and Annual Accounts 2021-22.
The Company has a Board-level Risk Management Committee of Independent Directors andexecutive members of Tata Steel with diverse set of expertise. The Committee consists ofthe board members to oversee the risk management policy to provide guidelines forimplementing the ERM framework and also reviews the key risks and mitigation plan of theCompany. The Audit Committee has additional oversight in the area of financial risks andcontrols. The major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. Further details have beencovered in the Management Discussion and Analysis Report which forms part of this report.
The Company has a well-defined Vigil Mechanism policy in place that provides a formalmechanism for all Directors employees business associates and vendors of the Company toapproach the Ethics Counsellor/Chairman of the Audit Committee. The mechanism can beavailed to make protective disclosures about any unethical behaviour actual or suspectedfraud or violation of the Tata Code of Conduct (TCoC). During the year underreview no person has been denied access to the Chairman of the Audit Committee. Inaddition Directors employees and vendors may approach the Ethics Counsellor to make anysuch protected disclosure.
During the year under review the Company received 24 whistle blower complaints and 4complaints were pending to be investigated and resolved as at the end of the year. TheVigil Mechanism includes policies viz. Whistle Blower Policy Gifts Policy Anti BriberyAnti-Corruption Policy and Anti Money laundering Policy as adopted by the Company whichare available on the website of the Company at https://www.tatasteellp.com/corporate-policies/
Disclosure as per the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has zero tolerance towards sexual harassment at the workplace. The Companyhas adopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder.
The Company has complied with the provisions relating to the constitution of theInternal Complaints Committee as per the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
During the year under review the Company received no complaints of sexual harassment.
Related Party Transactions:
I n line with the requirements of the Act and the SEBI Listing Regulations the Companyhas formulated a Policy on Related Party Transactions ('RPTs') and the same can beaccessed on the Company's website at https://www.tatasteellp.com/storage/2022/04/Policy-on-Related- Party-Transactions-1.pdf
During the year under review all related party transactions entered into by theCompany were approved by the Audit Committee and were at arm's length and in the ordinarycourse of business. Prior omnibus approval is obtained for related party transactionswhich are of repetitive nature and entered in the ordinary course of business and on anarm's length basis. The Company did not have any contracts or arrangements with relatedparties in terms of Section 188(1) of the Act. There were material related partytransactions entered into by the Company during the year under review.
The disclosure of related party transactions as required under Section 134(3)(h) of theAct in Form AOC-2 is annexed to this report (Annexure - 5)
Details of related party transactions entered into by the Company in terms of INDAS-24 have been disclosed in the notes to the standalone financial statements forming partof this Integrated Report.
Directors' Responsibility Statement
Based on the framework of internal financial controls established and maintained by theCompany work performed by the Internal Statutory Cost and Secretarial Auditors andexternal agencies including audit of internal financial controls over financial reportingby the statutory auditors and the reviews performed by the Management and the relevantBoard Committees including the Audit Committee the Board is of the opinion that theCompany's internal financial controls were adequate and effective during the financialyear 2021-22.
Accordingly pursuant to Section 134(5) of the Act the Board of Directors to the bestof its knowledge and ability confirms that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there were no material departures;
b) they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
Business Responsibility Report
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations the BusinessResponsibility Report (BRR) on initiatives taken from an environmental social andgovernance perspective is annexed to this report (Annexure 6). The said report isalso available on the Company's website at https://www.tatasteellp.com/performance-corporategovernance/
Subsidiaries Joint Ventures and Associates
The Company had a wholly owned subsidiary i.e. TSIL Energy Limited. The shareholders ofTSIL Energy Limited have approved Voluntary Liquidation of the Company on September 252021. The liquidation application is currently pending before the NCLT Cuttack Bench forapproval. As there is no subsidiary as on the date of this report no separate reportingis made under Form AOC-1.
There is no associate or joint venture company as defined under the Act.
Pursuant to the provisions of Section 139 of the Act read with Companies (Audit andAuditors) Rules 2014 as amended from time to time Messrs. Price Waterhouse & Co.Chartered Accountants LLP (Firm Registration Number: 304026E / E300009) ('PWC')were appointed as statutory auditors from the conclusion of the thirty-fourth AnnualGeneral Meeting ("AGM") held on August 4 2017 for a period of 5 yearscommencing from the conclusion of the thirty-fourth AGM held on August 4 2017 until theconclusion of the thirty-ninth AGM of the Company to be held in the year 2022. In terms ofthe provisions of the Act an audit firm acting as the statutory auditor of a company iseligible to be appointed as statutory auditors for two terms of five years each. The firstterm of PWC as statutory auditors of the Company expires at the conclusion of the 39th AGMof the Company scheduled to be held on July 12 2022. Considering their performance asauditors of the Company during their present tenure the Audit Committee of the Companyafter due deliberation and discussion recommended the re-appointment of PWC as statutoryauditors of the Company for a second term of five years to hold office from the conclusionof the 39th AGM to be held on July 12 2022 through the conclusion of the 44th AGM of theCompany to be held in the year 2027.
The above proposal forms part of the Notice of the AGM for your approval.
The report of the Statutory Auditor forms part of this Integrated Report and AnnualAccounts 2021-22. The said report does not contain any qualification reservation adverseremark or disclaimer. During the year under review the Auditors did not report any matterunder Section 143(12) of the Act therefore no detail is required to be disclosed underSection 134(3)(ca) of the Act.
In terms of Section 148 of the Act the Company is required to maintain cost recordsand have the audit of its cost records conducted by a Cost Accountant. Cost records areprepared and maintained by the Company as required under Section 148(1) of the Act.
The Board of Directors has on the recommendation of Audit Committee has appointedMessrs. Shome & Banerjee Cost Accountants (Firm Registration Number: 000001) as CostAuditor to audit the cost statements of the Company for the year ending March 31 2023.Messrs. Shome & Banerjee have vast experience in the field of cost audit and have beenconducting the audit of the cost records of the Company for the past several years.
In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of theCompanies (Audit and Auditors) Rules 2014 as amended the Board based on therecommendation of the Audit Committee has approved an increased remuneration to Rs.6.60lakhs plus applicable taxes and reimbursement of out-of-pocket expenses payable to theCost Auditors for conducting cost audit of the Company for FY 2022-23. The same is placedfor ratification of Members and forms part of the Notice of the AGM.
Section 204 of the Act inter alia requires every listed company to annex toits Board's report a Secretarial Audit Report given in the prescribed form by a CompanySecretary in practice.
The Board had appointed Messrs. S.M. Gupta & Co. (Registration no. P1993WB046600)Practicing Company Secretaries as the Secretarial Auditor to conduct the SecretarialAudit of the Company for FY 2021-22 and their report is annexed to this report (Annexure7). There are no qualifications observations adverse remark or disclaimer in thesaid report.
The Board has appointed Mr. P.V. Subramaniam a Company Secretary in Whole-timePractice (CP No.2077/ACS 4585) as the Secretarial Auditor to conduct the Secretarial Auditof the Company for FY 2022-23.
The Annual Return for FY 2021-22 as per provisions of the Act and Rules thereto isavailable on the Company's website at https://www.tatasteellp.com/extracts-of-annual-return/
Significant and Material Orders Passed by the Regulators or Courts
There have been no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and the Company's future operations.However Members' attention is drawn to the statement on contingent liabilitiescommitments in the notes forming part of the Financial Statements.
Particulars of Loans Guarantees or Investments by the Company
Particulars of loans guarantees given or investments made during the year under reviewin accordance with Section 186 of the Act is annexed to this report (Annexure 8).
Energy Conservation Technology Absorption and Foreign Earnings and Outgo
Details of the energy conservation technology absorption and foreign exchange earningsand outgo are annexed to this report (Annexure 9).
During the year under review the Company has not accepted any deposits from public interms of the Act. Further no amount on account of principal or interest on deposits frompublic was outstanding as on the date of the balance sheet.
The Company has in place proper systems to ensure compliance with the provisions of theapplicable secretarial standards issued by The Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively.
The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic. We thank our customers vendors dealers investors business associates andbankers for their continued support during the year. We place on record our appreciationof the contribution made by employees at all levels. Our resilience to meet challenges wasmade possible by their hard work solidarity co-operation and support.
We thank the Government of India the State Governments and other regulatoryauthorities and government agencies for their support and look forward to their continuedsupport in the future.
| ||On behalf of the Board of Directors |
| ||Sd/- |
| ||T. V. Narendran |
|Kolkata ||Chairman |
|April 19 2022 ||(DIN: 03083605) |