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Tayo Rolls Ltd.

BSE: 504961 Sector: Engineering
NSE: TATAYODOGA ISIN Code: INE895C01011
BSE 00:00 | 24 Feb 26.95 0.45
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NSE 05:30 | 01 Jan Tayo Rolls Ltd
OPEN 25.65
PREVIOUS CLOSE 26.50
VOLUME 1022
52-Week high 59.80
52-Week low 19.00
P/E
Mkt Cap.(Rs cr) 28
Buy Price 25.25
Buy Qty 3.00
Sell Price 27.30
Sell Qty 917.00
OPEN 25.65
CLOSE 26.50
VOLUME 1022
52-Week high 59.80
52-Week low 19.00
P/E
Mkt Cap.(Rs cr) 28
Buy Price 25.25
Buy Qty 3.00
Sell Price 27.30
Sell Qty 917.00

Tayo Rolls Ltd. (TATAYODOGA) - Director Report

Company director report

To the Members

The Directors present the Fiftieth Annual Report on the business and operations of yourCompany along with the financial statements for the year ended March 312018.

1. FINANCIAL RESULTS:

Particulars Current Year* Previous Year*
 

Rupees Lakhs

 

Rupees Lakhs

Revenue from Operations 35 4664
Other income 59 602
Total income 94 5266
Expenses
Cost of materials consumed - 900
Changes in inventories of finished goods stock 7 1988
in trade and work in progress
Excise duty on sale of goods - 443
Employee benefits expenses 1387 2206
Depreciation and amortization expenses 478 695
Consumption of stores - 673
Power and fuel 11 414
Other expenses 465 2037
Total expenses 2348 9356
Loss before finance cost exceptional items and tax (2254) (4090)
Finance costs 917 1686
Loss before Exceptional items and tax (3171) (5776)
Exceptional items 605 (2519)
Loss before tax (2566) (8295)
Tax expenses -- --
Loss for the year (2566) (8295)
Other comprehensive income/(loss) -- 2
Total comprehensive income/ (loss) (2566) (8293)
Paid up share capital 1026 1026
Other equity (45857) (43292)

*Operations have been suspended from May 2016 onwards and remained suspended in currentyear also.

2. DIVIDEND:

The Directors have decided not to recommend any dividend for the year ended March312018 due to loss.

3. PREFERENTIAL ALLOTMENT OF REDEEMABLE PREFERENCE SHARES:

During the year 7825000 (seventy eight lakhs twenty five thousand) Non-cumulativeRedeemable Preference Shares of Rs. 100/- (Rupees one hundred each only) each has beenallotted to Tata Steel Limited on preferential basis. After allotment of these Noncumulative Redeemable Preference Shares the paid up share capital of the Company is Rs.3685613567/- (Rupees only).

4. INSOLVENCYAND BANKRUPTANCY CODE 2016 :

Based on the audited accounts for the period ended 31st December 2015 the net worthof the 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 23 March 2016.Meanwhile the Ministry of Finance issued Notifications S.O. 3568 (E) & S.O. 3569 (E)dated 25 November 2016 that SICA has been repealed with effect from 1 December 2016 andall the references or inquiry pending before the BIFR and/ or Appellate Authority forIndustrial and Financial Recontruction(AAIFR) shall stand abated.

The Company in the month of July 2017 filed application under section 10 ofInsolvency and Bankruptcy Code (IBC) 2016 seeking initiation of Corporate InsolvencyResolution Process (CIRP) before National Company Law Tribunal (NCLT)

Kolkatta Bench. The matter was heard on various dates and during this period theworkers of the company through their representative have also filed application undersection 9 of IBC seeking CiRP. Finally on 22nd Dec 17 NcLt rejected the application ofCompany under technical considerations. The application filed by Workers has also beenrejected by NCLT in month of January 2018 on technical considerations.Your Company hasfiled appeals before National Company Law Appellate Tribunal (NCLAT) at New Delhi againstthe rejection order passed by NCLT Kolkatta. Further the workers have also filed similarappeal before National Company Law Appellate Tribunal (NCLAT) at New Delhi. The matter issub judice.

5. OPERATION AND SALES:

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. The Company has also introduced VoluntarySeparation Scheme (VSS) for its all employees. Thereafter on September 5 2016 the Boarddecided for closure of operations. The operations have not resumed in the year underreview.

(i) During the year under review the Revenue from Operations of the Company was Rs.35lakhs as against Rs.4664 lakhs in the previous year.

(ii) During the year under review the Company has incurred a net loss of Rs.2566lakhs as against the net loss of Rs. 8293 lakhs in the previous year.

6. FINANCIAL AND WORKING CAPITAL MANAGEMENT:

The Promoter(s) have extended their financial and technical support from time to timeto revive the Company but despite the best efforts the desired results could not beachieved. Therefore due to fragile liquidity position your Company had to finally closethe operations.

7. FIXED DEPOSITS:

Your Company has not accepted / renewed any fixed deposit during the year.

8. AUDIT REPORT:

The Statutory Auditors Report on Audited Annual Accounts for the financial year 2017-18does not contain any qualification reservation or adverse remarks which warrant commentsfrom the Board of Directors.

The Secretarial Auditors Report for the financial year 2017-18 does not contain anyqualification reservation or adverse remark which warrant comments from the Board ofDirectors. The Secretarial Audit Report as required under section 204 of the CompaniesAct 2013 read with Rule 9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed to this report.

9. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

The particulars of Loans Guarantees and Investments if any have been disclosed inthe Financial Statements.

10. CONTINGENT LIABILITIES AND MAJOR LITIGATIONS:

(i) Consequent to the order of the Hon'ble Supreme Court vide its order dated April 152009 upholding the decision of the Hon'ble Patna High Court with a direction to BSEB torework the rates of fuel surcharge. BSEB has adjusted Rs. 23.23 crore against the CoalClaims of Rs. 100 crore and modified the rate of fuel surcharge for the financial year1998-99 to 158.79 P/ Kwh against the earlier notified rate of 164.83 P/ Kwh for thefinancial year 1998-99 thus giving a benefit of

6.04 P/ Kwh to the consumers. However this benefit will be passed on to the consumerson receipt of Coal Claim of Rs. 100 crore by BSEB from the Coal Companies.

The Hon'ble Supreme Court has however given liberty to the consumers to approach HighCourt to challenge the correctness of this adjustment and the terms of such adjustment andalso stated that the other pending issues on fuel surcharge can be taken up by theconsumers before the High Court.

The Hon'ble Jharkhand High Court had passed its order against the Company. Thereafterthe Company has filed a Letters Patent Appeal (LPA) before the Division Bench of theJharkhand High Court. The Division Bench in its Interim order directed Company to pay theprincipal amount by August 312015 (this was paid by Tayo even before the order) and 50%of DPS to be payable in 3 equal monthly installments beginning from August 312015 and tofurnish a Bank Guarantee for balance 50% of DPS. The Company also had to renew the BankGuarantee of Rs. 3.72 crores which was given at the time of disconnection of power in theyear 2013. Against the interim order the Company has filed a Special Leave Petition (SLP)in the Hon'ble Supreme Court. The Supreme Court granted stay on the payment of DPS tillfinal decision in LPA by the Jharkhand High Court. The matter is still sub-judice.

(ii) In the year 2000 your Company had filed a writ petition in Hon'ble Jharkhand HighCourt challenging the applicability of 1999 Tariff schedule (HTSS category) to 1993Electricity Tariff on Tayo. Hon'ble Jharkhand High Court on May 02 2013 had dismissedCompany's Petition and confirmed the applicability of 1999 Tariff schedule on Tayo.Consequent to the adverse judgment of Hon'ble Jharkhand High Court with regard toapplicability of electricity tariff to the Company from January 2000 till March 2013 theJharkhand State Electricity Board (JSEB) has issued a rectified energy bill dated June 102013 for Rs. 272.03 crore which includes delayed payment surcharge of Rs. 208.00 croreand fuel surcharge of Rs. 5.96 crore.

The Judgment dated May 2 2013 was challenged on various legal grounds by way of LPAbefore the Hon'ble Jharkhand High Court which was admitted on merit. Meanwhile theJharkhand State Electricity Board has initiated Certificate proceeding against theCompany Board of Directors and its Officers for recovery of Rs. 263.61 crore which

was challenged before the Certificate Officer. The Certificate order restrained theCompany to transfer its immovable assets. On December 12 2015 the Certificate Officer inhis order absolved the Directors and Officers from their liability to the extent ofCertificate amount and ordered the JSEB to raise fresh Bill within 15 days and the Companyto pay the same. Pursuant to the order of Certificate Officer the JSEB had raised a billof Rs. 218 crore which was also challenged by the Company in the Hon'ble High Court. TheHigh Court in its interim order mentioned that no coercive action shall be taken againstthe Company during pendency and final disposal of the LPA at High Court. These LPAs arestill pending for disposal at Hon'ble Jharkhand High Court.

(iii) Writ Petitions challenging the order of Jharkhand Government denying exemptionfrom the operation of Employee State Insurance Act 1948 are pending with Hon'bleJharkhand High Court.

(iv) The Company had applied to the Jharkhand Government seeking approval for closureof its operations with effect from December 5 2016. The closure approval has beenrejected. The Company has filed a Writ in the Jharkhand High Court challenging therejection order. The matter is sub-judice.

(v) The Company has introduced Voluntary Separation Scheme (VSS) from June 2016 atregular intervals. Out of 474 workers and 199 officers as on 31/03/2018 about 250workers and 1 officer (as on 31st March 18) have not availed the separation scheme. TheCompany is also not able to pay wages to its employees since October 2016. Therefore 182employees having wages less than Rs 18000/- per month and covered under the ambit ofPayment of Wages Act 1936 have filed petition before the Labour Court Jamshedpur allegingdeduc tion of wages and have demanded the payment of wages deducted from Oct 16 to May 17.Out of 182 workers as on July 12018 only 151 workers are actively pursuing the case atLabour Court and others have withdrawn their cases due to separations from Company underVSS & resignations. The Labour Court in its interim Order dated 25th January 18 hasheld that it was a case of "deduction of wages". The Company has challenged theinterim order dated 25th January 2018 before the Hon'ble Jharkhand High Court vide WP No.927/2018 . The matter before the High Court and the Labour Court is sub judice. Theremaining workers (about 102 nos) having wages above Rs 18000/- per month and not coveredby Payment of Wages Act 1936 have filed application before the Labour SecretaryGovernment of Jharkhand under the Industrial Disputes Act 1947 demanding outstandingwages from Oct '16 to May 17. Out of 102 workers as on July 12018 only 83 workers areactively pursuing the case and 19 workers have withdrawn their cases due to separationsunder VSS from the Company. The proceedings have been disposed of by the Labour SecretaryGoJ by addressing the Labour Suptd Saraikela to initiate Certificate proceedings forrecovery of wage dues. Accordingly Certificate Officer has started the proceedings byissuing notice to the Company. The reply was submitted as per procedure under the Act.Meantime the Company has also filed a WP no. 671/2018 before High Court challenging theCertificate Order. The hearings have commenced and the matter is sub-judice.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

Consequent upon the recall of deputation by Tata Steel Limited Mr. K Shankar Marar(DIN- 06656658) has submitted his resignation from the office of Director and ManagingDirector of Tayo Rolls Limited with effect from closure of business hours of July 312017.The Board put on record its deep appreciation for the valuable services rendered by Mr.Marar during his tenure as Managing Director of the Company.

Consequent upon the resignation of Mr. K. Shankar Marar Managing Director Mr.Purushottam Das Mundhra had been deputed by Tata Steel on whole time basis to Tayo RollsLimited as Chief Executive Officer with effect from 1st August 2017 on the recommendationof the Nomination and Remuneration Committee and approval of the Board. Mr P.D Mundhraholds office for a maximum period of two years. .

Pursuant to the provisions of Section 161(1) of the Companies Act 2013 and Article 131of the Articles of Association of the Company Mr. K Shankar Marar was appointed asadditional Director by the Board with effect from August 7 2017. Mr. Marar will holdoffice till the date of forthcoming Annual General Meeting and is recommended by theNomination & Remuneration Committee for being appointed as Director of the Company inaccordance with the first proviso to Section 160 of the Companies Act 2013 in its meetingheld on August 8 2018.

In accordance with the provisions of Section 152 of the Companies Act 2013 read withArticle 146 of the Articles of Association of the Company Mr. Yoshikazu Miyasaka (DIN:07125432). Director retires by rotation and does not offer himself for reappointment. TheBoard proposes that the vacancy caused by his retirement will not be filled-up. The Boardplaced on record their sincere appreciation to the contribution made by Mr. YoshikazuMiyasaka during his tenure with the Company.

Prof. Ranjan Das (DIN- 01738493) has stepped down as Director of the Company witheffect from August 8 2018. The Board placed on record their sincere appreciation to thecontribution made by Prof. Ranjan Das during his tenure with the Company. The Boardproposes that the casual vacancy caused by his resignation will not be filled-up.

Consequent to the resignation of Mr. Prashant Kumar Company Secretary and KeyManagerial Personnel of the Company w.e.f March 12018 Ms. Harpreet Kaur Bhamra SeniorManager Tata Steel Limited has been deputed to Tayo Rolls Limited and appointed by theboard as Company Secretary and Key Managerial Personnel with effect from August 8 2018.

12. DIRECTORS' SHAREHOLDING:

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

13. NUMBER OF MEETINGS OF BOARD:

During the year seven Board meetings were held wherein directors were present eitherphysically or through Video Conferencing.

14. 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.

15. INTERNAL FINANCIAL CONTROLS:

The Company has put in place internal financial controls with reference to financialstatements. To further strengthen the existing system an audit of the system and processwas carried on by the auditors. The gaps if any in the system and process have beentightened to ensure adequacy of internal financial controls in the Company. Howeverduring the year no reportable material weakness in the design or operation was observed.The Audit Committee periodically reviews the internal financial control systems.

16. DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory costand secretarial auditors and the reviews performed by Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during the financial year 2017-18.

Accordingly pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:

16.1 in the preparation of the annual accounts the applicable accounting standardshave been followed and that there are no material departures;

16.2 they have selected such accounting policies in consultation with the StatutoryAuditors and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of yourCompany at the end of the financial year and of the profit / loss of your Company for thatperiod;

16.3 they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of your Company and forpreventing and detecting fraud and other irregularities;

16.4 the Management has concluded that the going concern basis is not appropriatebecause of the financial condition of the Company and therefore the Financial Statementshave been prepared on non-going concern basis;

16.5 they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

16.6 they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

17. 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.

18. 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. To meet the objectives of driving diversity and an optimum skillmix the Nomination and Remuneration Committee may seek the support of Parent company.

19. 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's.

The Board has established the categorical standards to assist it in making suchdeterminations. A Director to be considered independent:

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

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

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

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

0 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.

0 Relatives should not have or had pecuniary relationships or transactions with theCompany 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 50lakhs (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.

0 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.

0 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;

0 Has not held office for more than two consecutive terms on the Board of the Company.

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

0 Shall not be less than 21 years of age.

0 Possesses such other qualifications as may be prescribed by the Companies Act 2013.

20. 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-Executive Directors:

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

0 Independent Directors ("ID") and Non-Independent Non-Executive Directors("NED") may be paid sitting fees (for attending the meetings of the Board andCommittees of which they may be members). Quantum of sitting fees and NED Commission maybe subject to review on a periodic basis as required.

0 Within the parameters prescribed by law the payment of sitting fees and commissionwill be recommended by the Nomination and Remuneration Committee and approved by theBoard.

0 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 the quantumof commission for each Director based upon the outcome of the evaluation process which isdriven by various factors including attendance and time spent in the Board and committeemeetings individual contributions at the meetings and contributions made by Directorsotherthan 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 includereasonable expenditure incurred by the director for attending Board / and its committeemeetings general meetings court convened meetings meetings with shareholders /creditors / management site visits induction and training (organized by the company forDirectors) and in obtaining professional advice from independent advisors in thefurtherance of his / her duties as a Director.

(ii) Remuneration for Managing Director ("MD")/Executive Directors("EDs")/ KM P/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's capacity to pay.

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

> The remuneration mixforthe MD / EDs is as perthe 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 a steadyincome 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 linkedincentive and/or commission calculated with reference to the net profits of the company ina particular 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 asevaluated by the Board or the Nomination and Remuneration Committee and approved by theBoard.

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 Directorfor 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.

21. PERFORMANCE EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act 2013 and Chapter IV of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out theannual performance evaluation of its own performance Individual Directors as well as theevaluation of its various Committees.

The performance evaluation of the Independent Directors was carried out by the entireBoard. The Independent Directors at their exclusive meeting separately reviewed theperformance of Non- Independent Directors and the Board as a whole performance of theChairman of the Company and quality quantity & timeliness of flow of informationbetween the Company Managementand the Board. The Directors expressed theirsatisfactionover the evaluation process.

22. 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.

23. 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 doesn't fulfill any of thecriterias 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.

24. 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 49th 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'19 at the forthcomingAnnual General Meeting. All the transactions with the related parties are at arm's lengthand in the ordinary course of business and have prior approval of the Audit Committee. Thepolicy on materiality of Related Party Transaction is available on the website of theCompany 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 "FormAOC- 2" isannexed with this report.

25. CORPORATE GOVERNANCE:

Management Discussion and Analysis Corporate Governance Managing Director's andAuditor's Certificates are made part ofthisAnnual Report.

26. EXTRACTOFANNUALREPORT:

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.

27. 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 and disposed-offduring the period under review:

• No. of complaints received: NIL

• No. of complaints disposed-off: NotApplicable

28. PARTICULARS OF EMPLOYEES:

28. a The Information required under section 197(12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is as under:

The Company is notable 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.

Ratio of the remuneration of each Director/KMP to the median remuneration of all theemployees of the Company for the Financial Year 2017-18 is shown as below:

Median Salary (based on provisioning) for the year 2017-18* Rs.192236
The percentage increase in the median remuneration of employees in the Financial Year 2.92%
The number of permanent employees on the rolls of Company as on March 31 2018 251

"annual gross salary excluding indirect benefits like PF Pension gratuitymedical and other welfare

NAME OF THE DIRECTOR / KMP CATEGORY/DESIGNAT

ION

REMUNERATION RATIO OF

REMUNERATION TO MEDIAN OF EMPLOYEES

BOARD OF DIRECTORS
1 Mr. Anand Sen Promoter Non

Independent

Non-Executive

NIL NA
2 Mr. Dipak K. Banerjee Independent

Non-Executive

NIL NA
3 Prof. Ranjan Das Independent

Non-Executive

NIL NA
4 Mr. Sudev C. Das Independent

Non-Executive

NIL NA
5 Mr. V. S. N. Murty Promoter Non

Independent

Non-Executive

NIL NA
6 Mrs. Ramya Hariharan Independent Non - Executive 15000 1: 12.82
7 Mr. Yoshikazu Miyasaka Promoter Non

Independent

Non-Executive

NIL NA
8 Mr. K. Shankar Marar Non- Independent Non-Executive NIL NA

KMPs

1 Mr.P. D. Mundhra Chief Executive Officer NIL* NA
2 Mr.Suresh Padmanabhan Deputy Chief Financial Officer NIL" NA
3 Mr. Prashant Kumar Companv Secretary NIL"* NA
4 Ms.Harpreet Kaur Bhamra Company Secretary NIL**** NA

•deputed by Tata Steel Limited w.e.f. August 12017 "deputed by Tata SteelLimited toTayo Rolls Limited w.e.f. March 222017 "•Resigned as CompanySecretary & Compliance Officer w.e.f. March 12018 **** Appointed as Company Secretary& Compliance Officer by the Board w.e.f. August 82018 There was no percentageincrease in the remuneration of any director.

The Company has introduced Voluntary Separation Scheme (VSS) in FY'17 which has beenavailed by 386 employees till FY'18.

In terms of shareholders'approval obtained at the Annual General Meeting held on July182012 the Non-Executive Directors are also paid commission at the rate not exceeding 1%of the net profits computed in accordance with section 309 of the erstwhile Companies Act1956 (equivalent to section 197 of the Companies Act 2013) distributed on the basis ofBoard and various Committees meetings attended and chaired by the Non-Executive Directors.However due to inadequacy of profits during the financial year 2017-18 commission willnot be paid to the Non-Executive Directors.

28. b During the financial year 2017-18 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.

29. 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.

30. AUDITORS:

i) The existing Statutory Auditors M/s AMK & Associates Kolkata CharteredAccountants (ICAI Registration No.327817E) are retiring at the ensuing Annual GeneralMeeting and are being eligible .offered themselves for reappointment . Your company hasreceived a certificate from the Auditors to the effect that their appointment if madewould be within the limits of Section 141 (3)(g) of the Companies Act2013. Members arerequested to appoint Auditors

for the financial year 2018-19 at the Annual General Meeting and to authorize the Boardof Directors to fix their remuneration as mutually agreed upon between the Board and theAuditors.

ii) Since the Operations of the Company are suspended the Company is not required toappoint the Cost Auditors.

Kolkata Anand Sen
August 08 2018 Chairman
DIN-00237914

ANNEXURE TO DIRECTORS' REPORT - INFORMATION UNDER SECTION 134(3)(m) OF THE COMPANIESACT 2013 READ WITH COMPANIES (ACCOUNTS) RULES 2014AND FORMING PART OF DIRECTORS REPORT.

(A) Conservation of energy (2017-18):

i) The steps taken and its impact on conservation of energy and

ii) The steps taken by the Company to reduce electrical energy:

The Company has suspended its operations in the previous year. Operations have notresumed in the current year. Therefore there is no consumption of power for manufacturingactivities. However the use of power and energy has been minimized by optimizing lightingand otherutility loads.

iii) The capital investment on energy conservation equipment: NIL

(B) Technology absorption (2017-18):

i) The Company has suspended its operations progressively since May 2016. Therefore noinitiatives were taken for product development.

ii) Information regarding imported technology (imported during the last three years):NIL

iii) Expenditure on R8iD: NIL

(C) Foreign exchange earnings and outgo:

Current Year Previous Year
2017-18 2016-17
(Rs. Lakhs) (Rs. Lakhs)
Foreign Exchange Earnings - 27.22
Foreign Exchange Outgo -