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Tayo Rolls Ltd.

BSE: 504961 Sector: Engineering
NSE: TATAYODOGA ISIN Code: INE895C01011
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NSE 05:30 | 01 Jan Tayo Rolls Ltd
OPEN 98.25
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VOLUME 799
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OPEN 98.25
CLOSE 98.25
VOLUME 799
52-Week high 208.50
52-Week low 49.00
P/E
Mkt Cap.(Rs cr) 101
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tayo Rolls Ltd. (TATAYODOGA) - Director Report

Company director report

Report u/s 134 of the Companies Act 2013

This is to apprise the members that Tayo Rolls Limited is under Corporate InsolvencyResolution Process which was admitted vide an order passed by the Hon'ble National CompanyLaw Tribunal (NCLT) Kolkata Bench dated April 5 2019 under the provisions of theInsolvency and Bankruptcy Code 2016 ("Code/IBC") pursuant thereto on the samedate i.e. April 5 2019 Hon'ble National Company Law Tribunal (NCLT) Kolkata Benchappointed Mrs. Vinita Agrawal as Interim Resolution Professional (IRP) who wassubsequently confirmed as Resolution Professional (RP) by Committee of Creditors (COC)constituted under IBC in their meeting held on May 3 2019. Mrs. Vinita Agrawal in hercapacity as RP has taken control and custody of the management and operations of thecompany with effect from April 5 2019.

Consequent to a petition filed by COC the Hon'ble National Company Law Tribunal(NCLT) Kolkata Bench passed an order on October 30 2019 and appointed Mr. Anish Agarwal(IP Registration No.: IBBI/IPA-001/IP-P-01497/2018-2019/12256) as Resolution Professionalin place of Mrs. Vinita Agrawal.

Jharkhand Bijli Vitran Nigam Limited (JBVNL) has submitted the Resolution Plan as perthe terms and condition as specified in Request for Resolution Plan and Form G within thetime limit to resolve this company and the same was approved by Committee of Creditors (COC) in their 12th Committee of Creditors meeting held on February 21 2020 and declaredas passed with 92.45 % of voting shares.

Subsequently on February 24 2020 the Application for Approval of Resolution Planunder section 30(6) and section 31(1) of the Insolvency and Bankruptcy Code 2016 readwith regulation 39 of IBBI (Insolvency Resolution Process For Corporate Person)Regulation 2016 was filed by the Resolution Professional with Honorable National CompanyLaw Tribunal (NCLT) Kolkata for its approval which is still awaited.

Accordingly Report for the year ended March 312021 is as under:

Particulars Current Year* Previous Year*
Rupees Lakhs Rupees Lakhs
I Income
Revenue from Operations - -
Other income** - 47
Total income - 47
II Expenses
Cost of materials consumed - -
Changes in inventories of finished goods stock in trade and
work in progress
Excise duty on sale of goods - -
Employee benefits expenses** - 24
Depreciation and amortization expenses 349 561
Consumption of stores - -
Power and fuel** 6
Other expenses** 243
Total expenses 349 834
III Income/Loss before finance cost exceptional items and tax (349) (787)
IV Finance costs 5 6
V Income/ Loss before Exceptional items and tax (354) (793)
VI Exceptional items - -
VII Income/Loss before tax (354) (793)
VIII Tax expenses - -
IX Income/Loss for the year (354) (793)
X Other comprehensive income/(loss) - -
XI Total comprehensive income/ (loss) (354) (793)
XII Paid up share capital 1026 1026
XIII Other equity (48747) (48646)
XIV Basic and diluted EPS before extraordinary items for the period (3.45) (7.73)
XV Basic and diluted EPS after extraordinary items for the period (3.45) (7.73)

* Operations have been suspended gradually from May 2016 onwards and remained suspendedin current year also.

**Pls refer Note no. 2.24 "Transactions relating to CIRP period"

2. DIVIDEND:

There is no recommendation of dividend.

3. PREFERENTIAL ALLOTMENT OF REDEEMABLE PREFERENCE SHARES:

During the year NIL Non-cumulative Redeemable Preference Shares of Rs. 100/- (Rupeesone hundred each only) each have been allotted on preferential basis.

4. INSOLVENCY AND BANKRUPTCY CODE 2016 :

Based on the audited accounts for the period ended December 312015 the net worth ofthe Company became negative. Considering the negative net worth The Board of Directorshad referred the Company to the Board for Industrial and Financial Reconstruction (BIFR)as required under the First proviso of section 15 (1) of The Sick Industrial Companies(Special Provisions) Act 1985 and the Company was registered with BIFR on 23rd March2016. Meanwhile the Ministry of Finance issued Notifications S.O. 3568 (E ) & S.O.3569 (E ) dated 25th November 2016 to the effect that SICA was r e p e a l e d w i t heffect from 1st December 2016 and all the references or inquiry pending before the BIFRand/ or AAIFR stood abated. The Board of Directors at their meeting held on 3rd July 2017had decided to refer the Company to the Honorable National Company Law Tribunal (NCLT)Kolkata under Section 10 of the Insolvency and Bankruptcy Code 2016 (IBC) for initiationof Corporate Insolvency Resolution Process (CIRP). Subsequently on 13th July 2017 theCompany filed relevant application before the Honorable NCLT Kolkata under Section 10 ofthe Insolvency and Bankruptcy Code 2016. The Workers of the Company in the capacity ofoperational creditor had also filed an application before the Honorable Tribunal Kolkataunder Section 9 of the Insolvency and Bankruptcy Code (IBC) 2016 seeking commencement ofCIRP. Both the appeals were rejected by the Honorable Tribunal. Subsequently the Companyand the workers filed appeal separately before the Honorable National Company LawAppellate Tribunal against the rejection order passed by the Honorable Tribunal. TheAppellate Tribunal allowed the appeal filed by the Company and the Workers however itdirected the Tribunal to admit the appeal filed by the Workers.

The Corporate Insolvency Resolution Process (CIRP) had commenced against the Companyvide an order passed by Honorable NCLT Kolkata dated 5th April 2019. Pursuant to thisorder the powers of the Board of Directors stood suspended and was exercised by Mrs.Vinita Agrawal the Interim Resolution Professional (IRP) appointed by the Honorable NCLTwho was consequently confirmed to continue as the Resolution Professional (RP) by theCommittee of Creditors (COC).

Consequent to a petition filed by COC the Honorable NCLT Kolkata passed an order on30th October 2019 and appointed Mr. Anish Agarwal (IP Registration No.: IBBI/IPA- 001/IP-P-01497/2018-2019/12256) as Resolution Professional in place of Mrs. Vinita Agrawal ( theerstwhile Resolution Professional ).

During the CIRP Jharkhand Bijli Vitran Nigam Limited (JBVNL) has submitted theResolution Plan as per the terms and condition as specified in Request for Resolution Planand Form G within the time limit to resolve this company and the same was approved byCommittee of Creditors ( COC) in their 12th Committee of Creditors meeting held onFebruary 212020 and declared as passed with 92.45 % of voting shares.

Subsequently on February 24 2020 the Application for Approval of Resolution Planunder section 30(6) and section 31(1) of the Insolvency and Bankruptcy Code 2016 readwith regulation 39 of IBBI (Insolvency Resolution Process For Corporate Person)Regulation 2016 was filed by the Resolution Professional with Honorable National CompanyLaw Tribunal (NCLT) Kolkata for its approval which is still awaited.

5. COMPANY'S PERFORMANCE:

Considering the future business prospects the overcapacity situation in the rollindustry the challenges faced by the Company the resources required to meet thesechallenges the likely time taken for turnaround of the business and the estimated lowreturns from the business on steady state basis on May 26 2016 the Board decided tosuspend operations in a phased manner. Thereafter on September 5 2016 the Board decidedfor closure of operations. Subsequently the Corporate Insolvency Resolution Process(CIRP) commenced against the Company vide an order passed by Honorable NCLT Kolkata dated5th April 2019.

Accordingly the operations of the Company remained suspended during the year underreview and the Company continued to incur losses.

6. DEPOSITS:

During the year under review the Company has not accepted any deposit or renewed anyDeposit within the meaning of Section 73 of the Companies Act 2013 and the rules madethere under.

7. AUDIT REPORT:

The Statutory Auditors Report on Audited Annual Accounts for the financial year2020-2021 contains qualifications for which comments and statement on Impact of such Auditqualification is mentioned in Page No. 52

The Secretarial Auditors Report for the financial year 2020-2021 does not contain anyqualification reservation or adverse remark which warrants comments from the Board ofDirectors/Resolution Professional. The Secretarial Audit Report as required under section204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed to this report.

8. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements.

9. CONTINGENT LIABILITIES AND MAJOR LITIGATIONS

Details of Contingent Liabilities And Major Litigations covered under the applicableprovisions of the Companies Act 2013 are given in the Notes to the Financial statements.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

Appointments

During the financial year under review No directors were appointed in the company.

Resignations

During the financial year under review None of the directors resigned from thecompany.

Directors Retiring by Rotation

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. V.S.N. Murtywill retire by rotation at the ensuing Annual General Meeting of the Company and beingeligible have offered himself for re-appointment. In accordance with the provisions ofthe Act none of the Independent Directors are liable to retire by rotation.

Key Managerial Personnel

The following are the Key Managerial Personnel of the Company during the financial yearunder review:

• Mr. Purshottam Das Mundhra*

• Mr. Suresh Padmanabhan

• Ms. Harpreet Kaur Bhamra

*During the year under review Mr. Purushottam Das Mundhra Chief Executive Officer& Key Managerial Personnel of the Company had resigned from the company w.e.f.01.12.2020

11. DIRECTORS' SHAREHOLDING:

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

12. NUMBER OF MEETINGS OF BOARD/INTERNAL MANAGEMENT:

During the financial year ended March 312021 two Internal Management Meeting was heldwith members of the suspended Board and Resolution Professional wherein members werepresent through video conferencing in which the suspended Board were informed about theaffairs/financial conditions of the company . However no approval were sought from theDirectors. The date on which the meeting was held is given below :-

(i) July 30 2020

(ii) January 20 2021

13. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors have given declaration under Sec 149(6) of the CompaniesAct 2013 read with Regulation 16 (b) of the SEBI (LODR) Regulations 2015 regardingtheir independence.

14. INTERNAL FINANCIAL CONTROLS:

The Corporate Insolvency Resolution Process (CIRP) had commenced against the Companyvide an order passed by Honorable NCLT Kolkata dated 5th April 2019. Pursuant to thisorder the powers of the Board of Directors stood suspended and was exercised by Mrs.Vinita Agrawal the Interim Resolution Professional (IRP) appointed by the Honorable NCLTwho was consequently confirmed to continue as the Resolution Professional (RP) by theCommittee of Creditors (COC). Consequent to a petition filed by COC the Honorable NCLTKolkata passed an order on 30th October 2019 and appointed Mr. Anish Agarwal (IPRegistration No.: IBBI/IPA-001/IP-P-01497/2018-2019/12256) as Resolution Professional inplace of Mrs. Vinita Agrawal ( the erstwhile Resolution Professional ).

The Company had already suspended its operations gradually since May 2016 and the samecontinued during the current year as well. On account of ongoing CIRP and suspendedoperations no activities other than those relating to insolvency resolution process wereundertaken by the Company during the year as per the provisions of the Insolvency andBankruptcy Code (IBC) 2016. Accordingly the control policies relating to the normaloperations of the company were not required and therefore were not adopted and performedexcept for those necessary under the provisions of the IBC which commensurate with thesize nature and complexity of the activities of the Company.

15. DIRECTORS' RESPONSIBILITY STATEMENT/STATEMENT BY THE RESOLUTION PROFESSIONAL:

To the best of knowledge and beliefs the Resolution Professional makes the followingstatement in terms of Section 134(3)(c) of the Companies Act 2013 and taken on record bythe Resolution Professional:

(a) that in the preparation of the Annual Accounts for the year ended March 312021the applicable accounting standards have been followed along with proper explanationsrelating to material departures if any except non compliance with certain clauses of IndAS as reported by the Auditor in their report dated June 30 2021 and Statement on Impactof such qualification in page no. 52 of this Report;

(b) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 312021 and of the profit/loss of theCompany for the year ended on that date;

(c) that they had 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) that th ey had concluded that the going concern basis is not appropriate because ofthe financial condition of the Company and therefore the Financial Statements have beenprepared on non - going concern basis;

(e) that they had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and

(f) that they had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

16. BOARD MEMBERSHIP CRITERIA:

The Nomination and Remuneration Committee works with the Board to determine theappropriate characteristics skills and experience for the Board as a whole and itsindividual members with the objective of having a Board with diverse backgrounds andexperience in business government education and public service. Characteristicsexpected of all Directors include independence integrity high personal and professionalethics sound business judgment ability to participate constructively in deliberationsand willingness to exercise authority in a collective manner.

In evaluating the suitability of individual Board members the Nomination andRemuneration Committee considers many factors including general understanding ofmarketing finance operations management public policy international relations legalgovernance and other disciplines relevant to the success of the Company in today'sbusiness environment; understanding of the Company's business; experience in dealing withstrategic issues and long-term perspectives; maintaining an independent familiarity withthe external environment in which the Company operates and especially in the Director'sparticular field of expertise; educational and professional background; personalaccomplishment; and geographic gender age and ethnic diversity.

The Board evaluates each individual in the context of the Board as a whole with theobjective of having a group that can best perpetuate the success of the Company's businessand represent stakeholder's interests through the exercise of sound judgment using itsdiversity of experience.

In determining whether to recommend a director for re-election the Committee alsoconsiders the director's past attendance at meetings participation in meetings andcontributions to the activities of the Board and the results of the most recent Boardself-evaluation.

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

Pursuant to commencement of the CIRP the powers of the Board stand suspended and areexercised by the interim resolution professional or resolution professional as the casemay be in accordance with the provisions of the Code.

17. BOARD DIVERSITY POLICY:

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

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

While all appointments to the Board are made on merit the diversity of Board inaggregate will be of immense strength to the Board in guiding the Company successfullythrough various geographies.

The Nomination and Remuneration Committee reviews and recommends appointments of newDirectors to the Board. In reviewing and determining the Board composition the Nominationand Remuneration Committee considers the merit skill experience race gender and otherdiversity of the Board.

Pursuant to commencement of the CIRP the powers of the Board stand suspended and areexercised by the interim resolution professional or resolution professional as the casemay be in accordance with the provisions of the Code.

18. CRITERIA FOR DETERMINING INDEPENDENCE OF DIRECTORS: Independence Guidelines:

A Director is considered independent if the Board makes an affirmative determinationafter review of all the relevant information. The Board has established the categoricalstandards to assist it in making such determinations. A Director to be consideredindependent:

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

• Shall be in the opinion of the Board a person of integrity and shall possessrelevant expertise and experience.

• Shall not be a Promoter of the Company or its holding subsidiary or associateCompany.

• Shall not be related to Promoters or Directors in the Company its holdingsubsidiary or associate Company.

• Apart from receiving Director's remuneration shall not have any pecuniaryrelationships with the Company its holding its subsidiaries its associate companiesits Promoters or Directors during the current financial year or immediately precedingtwo financial years.

• Relatives should not have or had pecuniary relationships or transactions withthe Company its holding (s) subsidiary or associate Company or their promoters orDirectors amounting to 2% or more of its gross turnover or total income or Rupees 50 lakh(Rupees fifty lakh) or such amount as the Company may prescribe whichever is lowerduring the two immediately preceding financial years or during the current financial year.

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

• Neither himself/herself nor any of his/her relatives shall or has been anemployee or proprietor or a partner in any of the

3 financial years immediately preceding the financial year of:

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

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

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

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

• Has not held office for more than two consecutive terms on the Board of theCompany.

• Should not be a material supplier service provider or customer or a lessor or alessee of the Company.

• Shall not be less than 21 years of age.

• Possesses such other qualifications as may be prescribed by the Companies Act2013.

Pursuant to commencement of the CIRP the powers of the Board stand suspended and areexercised by the interim resolution professional or resolution professional as the casemay be in accordance with the provisions of the Code

19. REMUNERATION POLICY:

The philosophy of remuneration of Directors KMP and all other employees at Tayo RollsLimited (‘Company') is based on the commitment demonstrated by the Directors KMPsand other employees towards the Company. The key principles governing the RemunerationPolicy are as follows:

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

• Overall remuneration should be reflective of the size of the company complexityof the sector/ industry/ company's operations and the company's capacity to pay theremuneration and should be consistent with recognized best practices.

• Independent Directors ("ID") and Non-Independent Non-ExecutiveDirectors ("NED") may be paid sitting fees (for attending the meetings of theBoard and Committees of which they may be members). Quantum of sitting fees and NEDCommission may be subject to review on a periodic basis as required.

• Within the parameters prescribed by law the payment of sitting fees andcommission will be recommended by the

Nomination and Remuneration Committee and approved by the Board.

• Overall remuneration (sitting fees and commission) should be reasonable andsufficient to attract retain and motivate Directors aligned to the requirements of thecompany.

• The aggregate commission payable to all the NEDs and IDs will be recommended bythe Nomination and Remuneration Committee to the Board based on company's performanceprofits return to investors shareholder value creation and any other significantqualitative parameters as may be decided by the Board.

• The Nomination and Remuneration Committee will recommend to the Board thequantum of commission for each Director based upon the outcome of the evaluation processwhich is driven by various factors including attendance and time spent in the Board andcommittee meetings individual contributions at the meetings and contributions made byDirectors other than in meetings.

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

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

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

• Market competitiveness driven by the role played by the individual

• Reflective of size of the company complexity of the sector/ industry/ company'soperations and the company'scapacity to pay.

• Consistent with recognized best practices and aligned to any regulatoryrequirements.

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

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

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

The company provides retirement benefits as applicable.

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

The company may provide the rest of the employees a performance linked bonus and/orperformance linked incentive. The performance linked bonus/performance linked incentivewould be driven by the outcome of the performance appraisal process and the performance ofthe Company.

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

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

• The services rendered are of a professional nature; and

• The Nomination and Remuneration Committee is of the opinion that the directorpossesses requisite qualification for the practice of the profession.

Pursuant to commencement of the CIR process the powers of the board of directors standsuspended and are exercised by the interim resolution professional or resolutionprofessional as the case maybe in accordance with the provisions of the Code. Therequirement of minimum number of members in the nomination and remuneration committee inaccordance with the Companies Act 2013 and the rules framed there under is notmaintainable on account of suspension of the powers of the Board. In terms of the SEBILODR Regulations a company undergoing CIR process is not required to comply withRegulation 19(1)(a) of the SEBI LODR Regulations dealing with the minimum number of themembers in the nomination and remuneration committee of a listed company.

During the financial year ended on March 312021 No remuneration sitting feescommission or any other perquisites and allowances and expenditure is been paid to theIndependent Directors ("ID") and Non-Independent Non-Executive Directors("NED") Managing Director ("MD")/Executive Directors("EDs")/KMP/rest of the employees as the company is under CIRP and powers of theboard of directors stand suspended and are exercised by the interim resolutionprofessional or the resolution professional as the case may be in accordance with theprovisions of the Code.

20. PERFORMANCE EVALUATION OF BOARD:

In terms of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment)Regulations 2018 a company undergoing CIR process is not required to comply with therequirement of conducting evaluation of the independent directors. Therefore subsequentto commencement of the CIR process the evaluation of the independent directors of theCompany was not required to be carried out under the provisions of the Regulation 17(10)SEBI LODR Regulations. Further in accordance with Rule 8(4) of Companies (Accounts)Rules 2014 the board of directors of a company are required to evaluate its ownperformance and that of its committees and individual directors.

However pursuant to commencement of the CIR process of the Company the powers of theboard of directors stand suspended and are exercised by the interim resolutionprofessional or the resolution professional as the case may be in accordance with theprovisions of the Code. Therefore Pursuant to the provisions of the Companies Act 2013and Chapter IV read with the provisions of Schedule II of SEBI (LODR) Regulations 2015the Board has not carried out the annual performance evaluation of its own performancethe Directors individually as well as the evaluation of the working of its AuditNomination and Remuneration and other Committees.

21. LOAN TO DIRECTORS:

During the year the Company has not advanced any loan nor given any guarantee norprovided any security in connection with any loan made to any of its Director/s or to anyother person in whom the Director is interested as mentioned in Section 185 of theCompanies Act 2013 read with Rule 10 of the Companies (Meetings of Board and its Powers)Rules 2014.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per section 135 (1) of the Companies Act 2013 every Company having a net worth ofRupees five hundred crores or more or turnover of Rupees one thousand crores or more ornet profit of Rupees five crores or more during any financial year is required toconstitute a Corporate Social Responsibility Committee of the Board consisting of three ormore Directors out of which at least one Director shall be Independent Director.

Your Company is suffering losses since FY 2008-09 and does not fulfill any of thecriteria as specified under section 135 (1) of the Companies Act 2013 thereforeCorporate Social Responsibility Committee of the Board is not required and as a resultCompany has not constituted a Corporate Social Responsibility Committee. Your Company hastried to meet its social obligations wherever possible with its limited resources.

23. RELATED PARTY TRANSACTIONS:

During the year under review your Company has not entered into any contract/arrangement which falls under the purview of Section 188 of the Companies Act 2013.However few related parties transactions are such which are covered under Regulation 23of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Companyhas also entered into material related party transactions for which approval of theshareholders has already been taken at 52nd Annual General Meeting and approval forshortfall if any will be taken at the forthcoming meeting. Approval of shareholders isalso being sought for likely related party transactions for FY'22 at the forthcomingAnnual General Meeting. All the transactions with the related parties are for essentialservices during the CIRP period. All Related Party Transactions prior to the commencementof the CIR Process were authorized by the Audit Committee/ Board as applicable forapproval and thereafter by the Resolution Professional who in turn was authorized by theCOC. The policy on materiality of Related Party Transaction is available on the website ofthe Company at www.tayo.co.in. As required under section 134 (3) (h) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 "Form AOC-2" isannexed with this report.

24. CORPORATE GOVERNANCE:

Management Discussion and Analysis Corporate Governance Board/ResolutionProfessional's statement and Auditor's Certificates are made part of this Annual Report.

25. EXTRACT OF ANNUAL RETURN:

As required under section 134 (3) (a) of the Companies Act 2013 read with Section92(3) and Rule 12(1) of the Companies (Management and Administration) Rules 2014"Form MGT-9" is annexed with this report.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.

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

• No. of complaints received : NIL

• No. of complaints disposed-off : Not Applicable

• No. of complaints pending : NIL

27. PARTICULARS OF EMPLOYEES:

a) The Information required under section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is as under:

The Company is not able to pay wages to its employees since October 2016. During theyear none of the Whole Time Director ("WTD") or KMPs were on the rolls of thecompany as they have been transferred to Tata Steel Limited and deputed back to Tayo RollsLimited. Therefore percentage increase in their remuneration by the company is notapplicable.

Further considering the financial position of the Company Directors have foregonetheir rights to receive the sitting fee and no remuneration was paid to them during theyear.

Therefore ratio of the remuneration of each Director/KMP to the median remuneration ofall the employees of the Company for the Financial Year 2020-2021 is also not applicable.

The percentage increase in the remuneration of any director is not applicable due tothe reasons mentioned above.

Due to inadequacy of profits during the financial year 2020-2021 commission will notbe paid to the Non-Executive Directors.

During the financial year ended on March 312021 No remuneration sitting feescommission or any other perquisites and allowances and expenditure is been paid to theIndependent Directors ("ID") and Non-Independent Non-Executive Directors("NED") Managing Director ("MD")/Executive Directors("EDs")/KMP/rest of the employees as the company is under CIRP and powers of theboard of directors stand suspended and are exercised by the interim resolutionprofessional or the resolution professional as the case may be in accordance with theprovisions of the Code.

b) During the financial year 2020-21 none of the employees was in receipt ofremuneration as specified under Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014. Therefore the particulars specified in Rule 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are notapplicable and hence not mentioned.

28. ENERGY TECHNOLOGY & FOREIGN EXCHANGE:

In terms of the Section 134(3) (m) of the Companies Act 2013 read Rule 8(3) withCompanies (Accounts) Rules 2014 the particulars in respect of (a) Conservation of Energy(b) Technology Absorption and (c) Foreign Exchange Earnings and Outgo are furnished onpage No.21.

29. AUDITORS:

i. The Resolution to appoint the Statutory Auditor for the financial year 2020-21 andto fix their remuneration was not passed with requisite majority of the shareholders inthe 52nd Annual General Meeting of the Company held on September 25 2020. Since noauditor was appointed or re-appointed in the 52nd Annual General Meeting the existingAuditor M/s. R U B S & CO Chartered Accountants (Firm Registration Number: FRN014560C) continued to be the Auditors of the Company for the Financial year 2020-21 interms of Section 139(10) of the Companies Act 2013.

The Auditors were reappointed as the resolution for appointment of statutory auditorsM/s R U B S & CO. were approved in 6th COC meeting held on 28th August 2019.

The existing Statutory Auditors M/s. R U B S & CO Chartered Accountants (FirmRegistration Number: FRN 014560C) are retiring at the ensuing Annual General Meeting andare being eligible offered themselves for re-appointment. Your Company has received acertificate from the Auditors to the effect that their appointment if made would bewithin the limits of Section 141(3) (g) of the Companies Act 2013. Members are requestedto appoint M/s. R U B S & CO Chartered Accountants (Firm Registration Number: FRN014560C) as the Statutory Auditors for the financial year 2021-22 at the Annual GeneralMeeting and to authorize the Committee of creditors to fix their remuneration as mutuallyagreed upon between the Committee of creditors and the Auditors.

ii. For the AGM 2020-2021 M/s JEE S & CO. has been appointed as the Scrutinizer.

iii. Since the Operations of the Company remain suspended the Company is not requiredto appoint the Cost Auditors.

Ranchi For Tayo Rolls Limited
August 30 2021 Anish Agarwal
Registered Office: Resolution Professional
3 CH Area (NE) Road No.11 Bistupur IBBI/IPA-001/IP-P-01497/2018 -2019/12256
Jamshedpur- 831 001

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