To The Members
The Board of Directors hereby present the 101st Annual Report on the business andoperations of The Tinplate Company of India Limited (Company') along with theaudited financial statements for the year ended March 31 2020.
| || ||(Rs in Lacs) |
| ||FY 2019-20 ||FY 2018-19 |
|Gross Sales/Income ||210571 ||258450 |
|Total Expenditure ||195423 ||245124 |
|Operating Profit ||15148 ||13326 |
|Add : Dividend and Other Income ||2437 ||2918 |
|Profit before finance cost depreciation ||17585 ||16244 |
|exceptional items and taxes || || |
|Less : Finance Cost ||1048 ||715 |
|Profit before depreciation exceptional ||16537 ||15529 |
|items and taxes || || |
|Less : Depreciation ||6122 ||6352 |
|Profit before exceptional items and ||10415 ||9177 |
|taxes || || |
|Add : Exceptional Items || || |
|Profit before taxes ||10415 ||9177 |
|Less : Taxation Expenses ||912 ||3377 |
|Profit for the period ||9503 ||5800 |
|Add : Other Comprehensive Income/ ||(2015) ||163 |
|Loss (net of taxes) || || |
|Total Comprehensive Income ||7488 ||5963 |
|Retained earnings Opening Balance ||17361 ||13922 |
|Add : Transfer from Equity Revaluation || || |
|Reserve on disposal of Investment || || |
|Less : Dividend paid to Equity ||2094 ||2094 |
|Shareholders || || |
|Less : Tax on Dividends ||430 ||430 |
|Less : Transfer to General Reserve || || |
|Retained Earnings Closing Balance ||22325 ||17361 |
The Board has recommended a dividend of Rs1 per fully paid-up Equity Share on104667638 Equity Shares of face value of Rs10 each for the year ended March 31 2020(Rs2 per Equity Share on 104667638 Equity Shares for the year ended March 31 2019).
The dividend on Equity Shares is subject to the approval of the shareholders at theforthcoming Annual General Meeting (AGM) of the Company and if approved the dividendwould result in a cash outflow of Rs1046.68 Lacs.
The dividend once approved by the shareholders will be paid on and from September 152020. In this connection it is pertinent to mention that pursuant to the Finance Act2020 effective
April 1 2020 Dividend Distribution tax has been abolished and dividend income will betaxable in the hands of the shareholders. The Company is required to deduct tax at sourcefrom the dividend paid to the shareholders at prescribed rates as per the Income Tax Act1961.
The Register of Members and Share Transfer Books of the Company will remain closed fromAugust 25 2020 to September 8 2020 for the purpose of payment of dividend for thefinancial year ended March 31 2020.
TRANSFER TO RESERVE
The Board of Directors have decided to retain the entire amount of profit for theFinancial Year 2019-20 in the Statement of Profit and Loss.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required in terms of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 as amended (Listing Regulations') is incorporated herein by referenceand forms an integral part of this report as Annexure 1.
Global economic growth was projected below expectation ending with a growth of 2.9% visa vis a projection of 3.5% in FY 2019-20.
With the spread of COVID-19 recessionary pressures are building up in the globaleconomy and the global GDP is forecast to shrink by 4- 5% in the current fiscal. Socialdistancing and lockdown implemented by over 100 countries worldwide have already reducedconsumption significantly and disrupted manufacturing and supply chain linkages.
Further mounting expenditures on health care across the world is likely to impactglobal economic growth severely for at least H1 of FY 2020-21 with recovery expected in H2of FY 2020-21 with gradual resumption of economic activities as lockdowns across thecountries would be lifted in a phased manner. However if the pandemic is not broughtunder control in H1 of FY 2020-21 then degrowth is projected throughout 2020 with arecovery expected only through Jan-Feb 2021.
The Indian economy has been on a downturn since Q1 FY 2018-19 with GDP falling to27-quarters-low of 4.7% in Q3 FY 2019-20 due to significant fall in manufacturing andagriculture output however service sector growth remained stable. On the expenditureside investments had been very weak registering de-growth in last 2 quarters.Consumption was mainly supported by urban India. Some improvement in consumption waswitnessed in
Q3 FY 2019-20 mainly due to festivals and rate cuts by RBI. Just when the fundamentalsstarted to look better in Jan-Feb 2020 the outbreak of COVID-19 reversed the trend.Nationwide lockdown since March 24 2020 brought economic activity to a standstillespecially in manufacturing & service sectors. The GDP growth in FY 2020-21 is likelyto be in the range of 1.5 3.0% due to loss in economic activities in the first twoquarters of FY 2020-21 followed by slower recovery in services and manufacturing sectorsin subsequent quarters. However considering the current scenario of COVID-19 outbreakthere is a high probability of significant fall in demand from manufacturing andconstruction sectors for the first two quarters of FY 2020-21 across major economies andhence the projections for FY 2020-21 may have to be revised downward.
India's annual steel consumption grew by 1.8% in FY 2019-20 due to weaker demand andimpact of COVID-19 outbreak on business activities in March 2020. Domestic steel demand islikely to contract in FY 2020-21 due to lockdown induced weakness in manufacturing andconstruction sector with revival expected in H2 of FY 2020-21. India was a net exporter by~1.4 MT during April-February FY 2019-20 and likely to see a significant increase inexports in FY 2020-21 given the weak outlook for domestic steel demand.
Tinplate consumption in India grew by 5% in FY 2019-20 to 0.72 MT primarily driven bypaints & processed food end-use segments growing at 9%-10% each. Demand from Oil Cansegment one of the largest end-use segments of tinplate was largely stable except acontraction in demand through Q4 FY 2019-20 amid large volatility in imported edible oilprices. Imports of Tinplate declined by 11% over previous year to an estimated 0.27 MTcreating space for the domestic suppliers.
Outlook for domestic tinplate sales looks grim due to the COVID-19 pandemic especiallyin the first half of the year. The largest users of tinplate are edible oil producers.Since hotels restaurants and canteens are the largest consumers of edible oil thissegment will take some time to recover because of the lockdown situation and the continuedneed for social distancing. The second largest end-user segment of tinplate namely paintsproducers may also take some time to stage a recovery given the discretionary nature ofspending and restricted access to painters.
There is however a silver lining as globally the demand for processed food andaerosol cans is likely to increase in international market providing an opportunity forincreased exports in the year.
OPERATIONAL AND FINANCIAL PERFORMANCE
During the year under review operational performance of the Company was adverselyaffected on account of slowdown in production owing to operational issues during the firsthalf of the year followed by fall in demand for tinplate in the last quarter furtherimpacted by the lockdown in India. These events led to reduction in production to 340160MT and sales of finished goods at 310600 MT. Despite the lower volume the Company'sEBITDA (Earnings before interest taxes depreciation and amortisation) for FY 2019-20stood at Rs17585 Lacs as compared to Rs16244 Lacs in FY 2018-19 mainly due to lowerraw material cost. Profit after tax increased from Rs5800 Lacs in FY 2018-19 to Rs9503Lacs in FY 2019-20.
Whilst the Company's domestic sales declined by 15% over the previous year to 256870MT the Company registered a growth of 73% (Y-o-Y) on its new products sales. Importsubstitutions of specific tinplate grade was accepted well by the customers. Company'sefforts to move closer to the edible oil brands by way of supplying branded oil can PAXEL through its Service & Solution Partners (SSPs) improved its footprints inWestern and Southern markets. With commissioning of SSP2 in South and expansion ofcapacity in SSP1 at West PAXEL sales increased substantially to 89 Lacs cans compared to22 Lacs cans in the previous year. Printed tinplate sales also increased by 24% over theprevious year from 4346 MT to 5390 MT. Commissioning of the 2nd Printing Line at theCompany's Works in Q2 FY 2019-20 helped in scaling up sales volumes.
The Company protected its market leadership position despite growing domesticcompetition. The market share of the Company was 40% in FY 2019-20 as compared to 42% inFY 2018-19. Reduction in tinplate imports in India provided an opportunity for the Companyto consolidate its share in non-oil can end-use segments. Imports declined by 14% over theprevious year. Advocacy initiatives by the Company has resulted in on-going investigationin applying Anti-Dumping duty for tinplate imports from US Europe South Korea and Japan.These countries contribute to nearly 70% of imports reaching the Indian ports largelynon-prime.
The Company exported 17% of its produce to neighboring countries Middle EastSouth-East Asia Europe and parts of Africa. Exports in FY 2019-20 stood at 53730 MTi.e. 6% lower as compared to the previous year. Shipments to customers were impactedsignificantly in March 2020 due to the pandemic.
The Customer Satisfaction Index for the Company increased from 84 to 85 (on a scale of100) in the current Financial Year recording improvements in the area of product qualityand customer relationships.
SAFETY HEALTH AND ENVIRONMENT
Employees' health and safety is accorded highest priority by the Company and safety isconsidered as one of the key performance indicators of the Company. The Company'smanagement is committed to ensuring zero harm to employees to any person in the Companypremises and to the community. Safety and occupational health responsibilities areintegral to the Company's business processes as laid down in the Company's Safety &Health Policy Standards and Working procedures. The Company has increased its spend onmaterial handling equipment and automation to enhance its safety performance. The Companyis continuously focusing on training automation and communications in order to enhancesafety in the workplace.
In the last Financial Year there were two Lost Time Injury (LTI) incidents. Theseincidents have undergone detailed investigation and the recommendations have beenimplemented. For FY 2019-20 the Lost Time Injury Frequency rate was 0.40.
As a process the Company has been continuously monitoring health of the employeeswith respect to the work environment and no significant defficiencies in workplace healthand hygiene conditions have been observed.
The Company is committed to minimising the environmental impact of its operationsthrough adoption of sustainable practices. Approved Rainwater harvesting plan has beenimplemented at the hospital and inside works. E_orts are being made to reduce fumes inworkplace by installation of fume extraction system and improve air ventilation. The majorfocus areas are - water conservation reduction in emission / e_uents waste minimisationenergy management and tree plantation. Actions to reduce carbon footprint throughreduction in energy and fuel consumption have been continued in the year FY 2019-20 aswell and the company will be installing its first solar unit in FY 2020-21.
CORPORATE SOCIAL RESPONSIBILITY POLICY
The Company in compliance with section 135 of the Act has undertaken CSR activitiesprojects and programs as provided in the CSR policy of the Company and as identified underSchedule VII of the Act. For years the Company upholding the Tata tradition has put inplace a well-defined process in the key thrust areas of education employability skilldevelopment and health care. With the enforcement of Section 135 of the Act the Company'sinitiatives towards Corporate Social Responsibility has been further reinforced. ThePolicy adopted by the Company can be viewed athttp://www.tatatinplate.com/content/pdf/policies/ CorporateSocialResponsibilityPolicy.pdf.There has been no change in the CSR Policy during FY 2019-20 except the change relating tothe composition of the committee. For other details regarding CSR Committee refer to theCorporate Governance Report which is a part of this report.
The average net profit of the Company for the last three years was
Rs8628.00 Lacs. As against the minimum statutory requirement of 2% of the aforesaidamount i.e. Rs172.56 Lacs the Company has spent Rs181.47 Lacs during FY 2019-20. Thebrief outline of the CSR policy and the CSR initiatives undertaken by the Company duringthe Financial Year under review are provided in the Annual Report on CorporateSocial Responsibility Activities 2019-20' forming part of this report as Annexure 2.
Your Company strives to maximise shareholders' value legally and ethically throughsound Corporate Governance practices and aims to build confidence amongst its stakeholdersfor a long and sustainable future.
Pursuant to the Listing Regulations the Corporate Governance Report along with theCertificate from a Practicing Company Secretary certifying compliance with conditions ofCorporate Governance is annexed to this report as Annexure 3.
In compliance with the above regulation the Managing Director's declaration confirmingcompliance with the code of conduct has been made part of this Annual Report.
MEETINGS OF THE BOARD AND ITS COMMITTEES Board Meetings
During FY 2019-20 the Board of Directors met six times on April 15 2019 May 17 2019July 15 2019 September 25 2019 October 22 2019 and January 15 2020 The interveninggap between the meetings was within the limits prescribed under the Companies Act 2013(Act') and Listing Regulations. The details of the composition of the Board and itsCommittees and their Meetings thereof for the year under review are provided in theCorporate Governance Report forming part of this Report.
Familiarisation Programme for Independent Directors
At the time of appointment of all new Independent Directors (IDs) a letter ofappointment is issued to all IDs explaining their role duties and responsibilities as IDsof the Company. Presentations are made by the Senior management giving overview of theindustry its markets operations and all other Key Business factors. The Company hasadopted a policy on familiarisation programme for Independent Directors the details ofwhich are available on the website of the Company at http://www.tatatinplate.com/content/pdf/corporate-governance/IndependentDirectorFamiliarizationEducationProgramme.pdf
The Nomination and Remuneration Committee (NRC') and the Board of Directors(Board') of the Company has laid down the process and criteria for annualperformance evaluation of the Board its Committees and individual Directors in line withthe requirement of the Act and Listing Agreement. The Board of
Directors have carried out an evaluation performance of its own performance itsCommittee and of individual Directors.
The evaluation process covers the aspects of the Board structure and compositionfrequency of Board Meetings participation in the long term strategic planningcontribution to and monitoring of corporate governance practices and the fulfilment ofDirectors' obligation and fiduciary responsibilities including but not limited to activeparticipation at the Board and Committee meetings. The performance of the Committees havebeen evaluated by the Board after seeking inputs from the Committee Members on the basisof criteria such as the composition of Committees effectiveness of Committee Meetingsetc. 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 NRC reviewed the performance of the Board as a whole; and of the individualDirectors. In a separate meeting of Independent Directors the performance of theNon-Executive Directors Chairman and the Board as a whole was evaluated. The Board at itsmeeting reviewed the performance of the Board as a whole its Committees and individualDirectors taking into account feedback of the NRC and IDs which included the evaluationof the Chairman and Non Independent Directors of the Company.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS SENIOR MANAGEMENT AND OTHERDETAILS
Considering the recommendation of the NRC the Board of Directors of the Company hasadopted the following two policies: a. Policy on Appointment and Removal of Directors andb. Remuneration Policy of Directors KMPs and other employees The salient featuresgoverning the policy on appointment of Directors are as follows: i. It lays down thecriteria terms and condition with regard to the identification of persons who areeligible to become Directors and Senior Management Personnel of the Company. ii. Providesguidelines to NRC for recommending to the Board on appointment of the appropriatecandidate for the position of Director / KMP as the case may be iii. It lays down theBoard membership criteria in connection to the Company's business ensures Board diversityand adopt statutory standards to evaluate and determine the independence of Directors Thekey principles governing the remuneration policy are as follows: a. Remuneration forIndependent Directors and Non-Independent Non-Executive Directors: The overallremuneration should be commensurate with the size of the Company complexity of the sector/ industry / Company's operations and capacity to pay the remuneration. Details ofremuneration paid to Independent Directors and Non-Independent Non-Executive Directors isdisclosed in the Corporate Governance Report which is a part of this report. b.Remuneration paid to Managing Director/Executive Director/ KMP/ rest of the employees: Theextent of the overall remuneration should be sufficient to attract and retain talented andqualified individuals suitable for the role. Hence remuneration should be marketcompetitive driven by the role to be played by the individual reflective of the size ofthe Company and its complexity consistent with recognised best practices and aligned toregulatory requirements.
The details of the two policies namely are available on the Company's website athttp://www.tatatinplate.com/content/ pdf/policies/appointment-removal-policy.pdf andhttp://www. tatatinplate.com/content/pdf/policies/remuneration-policy.pdf respectively.During the year under review there has been no change in these two policies.
PARTICULARS OF EMPLOYEES
Pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the informationrelating to remuneration forms part of this report as Annexure 4(a). The statementcontaining particulars of employees as required in terms of Rule 5(2) and Rule 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 also formspart of this report as Annexure 4(b).
INDEPENDENT DIRECTORS' DECLARATION
Company has received the necessary declaration from each Independent Director inaccordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of theListing Regulations that they meet the criteria of independence as laid down under Section149(6) of the Act and Regulation 16(1)(b) of the SEBI Regulations 2015. There has been nochange in the circumstances affecting their status as Independent Directors of theCompany.
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 pro_ciency in terms of Section 150(1)of the Act and applicable rules thereunder) of all Independent Directors on the Board. Interms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification ofDirectors) Rules 2014 Independent Directors of the Company have undertaken requisitesteps towards the inclusion of their names in the data bank of Independent Directorsmaintained with the Indian Institute of Corporate Affairs.
Mr. Dipak Kumar Banerjee (DIN: 0028123) and Mr. Subir Bose (DIN: 00048451) ceased to beDirectors of the Company effective September 5 2019 and December 10 2019 respectivelydue to completion of their tenure as Directors on the Board of the Company. Mr. Anand Sen(DIN: 00237914) consequent upon superannuating from Tata Steel Limited had stepped down asa Member of the Board effective October 23 2019. Mr. Banerjee and Mr. Sen joined theBoard on July 28 2003 and July 25 2002 respectively. Mr. Subir Bose had joined the Boardas an Independent Director with effect from March 29 2018.
The Board of Directors place on record its appreciation towards the contributions ofMr. Banerjee Mr. Sen and Mr. Bose during their tenure as Directors of the Company.
Appointment and re-appointment
On the recommendation of the Nomination and Remuneration Committee the followingDirectors were appointed on the Board of the Company: a. Mr. Rajeev Singhal (DIN:02719570) was appointed as an Additional (Non-Executive) Director of the Company effectiveOctober 23 2019. Mr. Singhal brings to Board his valuable experience from which theCompany would immensely benefit. b. Dr. Rupali Basu (DIN: 01778854) was appointed asAdditional (Independent) Director with effect from December 10 2019. Dr. Basu is a personof integrity and her presence in the Board would be rewarding to the Company. c. As perthe provisions of the Act and Articles of Association of the Company Ms. Atrayee Sanyal(DIN: 07011659) retires by rotation at the ensuing AGM and being eligible seeksre-appointment.
Pursuant to the provisions of Section 149 of the Act Dr. Rupali Basu IndependentDirector has submitted declarations that she meets the criteria of independence asprovided in Section 149(6) of the Act along with Rules framed thereunder and Regulation16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations"). There has been nochange in the circumstances affecting her status as Independent Director of the Company.
The necessary resolution for appointment/re-appointment of Mr. Rajeev Singhal Dr.Rupali Basu and Ms. Atrayee Sanyal including the profile and particulars of experienceattributes and skills that qualify the above Directors for the Board membership form partof the notice convening the ensuing AGM.
The Board recommends and seeks your support in confirming appointment / re-appointmentof the above Directors.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the Act the following are the KeyManagerial Personnel (KMP) of the Company as on the date of this report:
|i. Mr. R N Murthy ||Managing Director |
|ii. Mr. Sourabh Agarwal ||Chief Financial Officer |
|iii. Mr. Kaushik Seal ||Company Secretary |
During the year under review Mr. Sourabh Agarwal was appointed as the Chief FinancialOfficer of the Company by the Board with effect from June 1 2019 consequent upon steppingdown of Mr. Sanjay Kumar Shrivastav as the Chief Financial Officer of the Company witheffect from the close of business hours of April 17 2019.
The Audit Committee was constituted in the year 1987. The Committee has adopted charterfor its functioning. The primary objective of the Committee is to monitor and provideeffective supervision of the Management's financial reporting process to ensure accurateand timely disclosures with the highest levels of transparency integrity and quality offinancial reporting. During the Financial Year there has been no instance where the Boardhas not accepted any recommendation of the Committee.
Presently the Audit Committee comprises of Dr. Sougata Ray Chairman (IndependentDirector) Ms. Atrayee Sanyal (Non-Executive Director) Mr. Shashi Kant Maudgal(Independent Director) and Mr. B N Samal (Independent Director). During the year. Mr.Dipak Kumar Banerjee and Mr. Subir Bose had ceased be the members of the Audit Committeeconsequent upon their completion of tenure from the Board of Directors of the Company witheffect from September 5 2019 and December 10 2019 respectively. Mr. Shashi Kant Maudgaland Mr. B N Samal was appointed as the member of the Committee with effect from September9 2019 and January 8 2020 respectively.
The Committee met four times during the year the details of terms of reference of theCommittee number and dates of meetings held attendance of Directors during the year aregiven in the Corporate Governance Report forming part of this Report.
The detail of other committees in respect of their composition duties and other detailare given in the Corporate Governance Report as attached separately with this report.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors based on the framework of internal financial controls andcompliance systems established and maintained by the Company work performed by theInternal Statutory Cost and Secretarial Auditors and the reviews performed by Managementand the relevant Board Committees including the Audit Committee is of the opinion thatthe Company's internal financial controls were adequate and effective during FY 2019-20.
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act the Board ofDirectors to the best of its knowledge and ability confirms that: i. in the preparationof the annual accounts the applicable accounting standards have been followed and thatthere were no material departures; ii. they have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe Financial Year and of the profit of the Company for that period; iii. they have takenproper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; iv.they have prepared the annual accounts on a going concern basis; v. they have laid downinternal financial controls to be followed by the Company and that such internal financialcontrols were adequate and were operating effectively; and vi. they have devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
A Vigil Mechanism comprising of two policies namely Whistle Blower Policy for Directorsand employees and Whistle Blower Policy for vendors/Customers of the Company have beenadopted by the Board of Directors of the Company. Whistle Blower policy provides a formalmechanism for Directors employees and vendors of the Company to approach the EthicsCounsellor/ Chairman Audit Committee to report concerns about unethical actual orsuspected fraud or violation of Company's code of conduct or ethics. During FY 2019-20 sixcomplaints were dealt out of which three had been resolved two are under investigationand one found invalid. The mechanism ensures that the activities of the Company areconducted in a fair and transparent manner. The said policy is available at the Company'swebsite at http://www. tatatinplate.com/content/pdf/policies/vigil-policy.pdf
LOANS GUARANTEES AND INVESTMENTS
During the Financial Year under review the Company did not give any loans directly orindirectly to any person (other than to employees) or to other body corporates nor did itgive any guarantee or provide any security in connection with a loan to any other bodycorporate or person. The Company has certain long term non-current investments asdetailed under Note 6 to the Notes to the Financial Statements'; such investmentsare in compliance with Section 186 of the Act. The loans provided to employees are also incompliance with Section 186 of the Act.
RELATED PARTY TRANSACTIONS
All related party transactions entered into by the Company during FY 2019-20 was placedbefore the Audit Committee for approval in compliance with the provisions of the Act andthe Listing Regulations. The related party transactions entered into by the Company duringthe said Financial Year were at arm's length and in the ordinary course of business andhence do not fall under the ambit of Section 188(1) of the Act. Prior omnibus approval wasobtained from the Audit Committee for related party transactions which were of repetitivenature entered in the ordinary course of business and were at arm's length basis. TheCompany did not enter into any materially significant related party transaction that mayhave conflict with the interest of the Company. The information pertaining to relatedparties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules 2014 are provided in Form AOC-2 as Annexure 5 of this report. Thedetails of material related party transaction entered into by the Company during FY2019-20 which are at arm's length and in the ordinary course of business are provided inthe Corporate Governance Report forming part of this Report. The Members at the AnnualGeneral Meeting of the Company held on August 26 2019 had approved the material relatedparty transaction relating to purchase of Hot Rolled Coils (HRC) from Tata Steel Ltd.(TSL) for an amount not exceeding Rs2500 Crores for FY 2019-20 and for subsequentFinancial Years. It is estimated that the value of HRC required to be purchased from TSLin FY 2020-21 will be within the approved value of Rs2500 Crores.
As per Regulation 34(3) of Listing Regulations the related party disclosure has beenmade part of this Annual Report.
Your Company has an established Risk Management process which focuses on ensuring thatthe risks are identified on a timely basis and are suitably mitigated. The Board ofDirectors of the Company has adopted a Risk Management Policy and in adherence to the samethe Management had developed an ERM framework which has helped the Company in identifyingthe enterprise level risk along with mitigation strategies. The development andimplementation of the risk management system has been covered in the Management Discussionand Analysis section which forms a part of this Report. Inherent uncertainties and risksexist in a Company's operational environment and they emerge on a regular basis. The RiskManagement Policy of the Company is available in the Company's website athttps://www.tatatinplate.com/content/ pdf/policies/Risk-Management-Policy.pdf
The Company has not accepted any deposits nor does the Company has any outstandingdeposits under Section 73 of the Act read with Companies (Acceptance of Deposit) Rules2014 as on the Balance Sheet date.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS
No significant material orders were passed by the Regulators or Court during theFinancial Year which would have impacted the going concern status of the Company'soperations in the future.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In compliance with Section 134(3)(m) of the Act read with Rule 8 of the Companies(Accounts) Rules 2014 the prescribed particulars of Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo have been attached as Annexure_6 tothis report.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE _PREVENTION PROHIBITIONAND REDRESSAL_ ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adoptedSexual Harassment (Prevention) Policy for prevention prohibition and redressal of sexualharassment at workplace and has duly constituted an Internal Complaints Committee in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 (POSH) and the Rules thereunder.
During FY 2019-20 the Company did not receive any complaint related to sexualharassment.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The foundation of Internal Financial Controls (IFC) lies in the Tata Code of Conduct(TCoC) policies and procedures adopted by the Management corporate strategies annualbusiness planning process management reviews management system certifications and therisk management framework. The Board of Directors of the Company is responsible forensuring that Internal Financial Controls have been laid down in the Company and that suchcontrols are adequate and operating effectively. The Company has IFC frameworkcommensurate with the size scale and complexity of its operations. The details of theinternal financial control system and their adequacy is included in the ManagementDiscussion and Analysis which forms a part of this Report.
The Statutory Auditors have issued an unmodified report on the Internal FinancialControl with reference to the Financial Statements which forms part of the IndependentAuditors' Report forming part of this Annual Report.
At the Annual General Meeting of the Company held on July 25 2017 theshareholders had appointed Price Waterhouse
& Co Chartered Accountants LLP (Price Waterhouse) Chartered Accountants (FirmRegistration No. 304026E /E300009) as Statutory Auditors of the Company to hold officetill the conclusion of the 103rd AGM of the Company to be held in the year 2022 subjectto rati_cation of their appointment by Members at every AGM if so required under the Actand on such remuneration as may be mutually decided between the Board of Directors and theAuditors plus reimbursement of out of pocket expenses travelling and living expenses. Interms of the provisions relating to statutory auditors forming part of the CompaniesAmendment Act 2017 notified on May 7 2018 rati_cation of appointment of StatutoryAuditors at every AGM is no more a legal requirement. Accordingly the Notice conveningthe ensuing AGM does not carry any resolution on rati_cation of appointment of StatutoryAuditors. In terms of the provisions of 6(A) and 6(B) of the SEBI Circular CIR/CFD/CMDI/114/2019 dated October 18 2019 the terms of appointment of Statutory Auditors havebeen modified. The Independent Auditors' Report for the Financial Year ended March 312020 does not contain any qualification reservations or adverse remarks and forms part ofthe Annual Report and Annual Accounts 2019-20.
As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules2014 as amended from time to time the Company is required to have the audit of its costrecords for products covered under the Companies (Cost Records and Audit)
Rules 2014 conducted by a Cost Accountant in practice. The Cost Audit Report of theCompany for the Financial Year ended March 31 2019 was filed by the Company in XBRL modeon August 6 2019. The Board of Directors of the Company in adherence to the statutoryrequirement and based on the recommendation of the Audit Committee has approved there-appointment of M/s Shome & Banerjee Cost Accountants (Firm registration No.000001) as the Cost Auditor of the Company for audit of the cost records maintained bythe Company for the year ended March 31 2021 at a remuneration of Rs1.80 Lacs per annumplus applicable taxes and reimbursement of out-of-pocket expenses. Pursuant to Section 148of the Act read with Rule 14 of Companies (Audit and Auditors) Rules 2014 rati_cation ofthe remuneration of Cost Auditors is being sought from the Members of the Company at theensuing AGM.
The Board of Directors of the Company in compliance with Section 204 of the Act hadappointed Mr. A K Labh Practicing Company Secretary (FCS - 4848 / CP-3238) of M/s A KLabh & Co. Company Secretaries as the Secretarial Auditor to conduct secretarialaudit of the Company for FY 2019-20. The Report of Secretarial Auditor for FY 2019-20 isannexed to this report as Annexure 7. The Secretarial Auditors' Report does notcontain any qualification reservations or adverse remarks.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Act and therefore no detail is required to be disclosed under Section134(3)(ca) of the Act.
EXTRACT OF ANNUAL RETURN
In compliance with Section 92(3) of the Act an extract of Annual Return for FY 2019-20in the prescribed format is appended to this report as Annexure 8. The same hasalso been placed at the Company's website at www.tatatinplate.com in terms of theprovisions of Section 134(3)(a) of the Act.
BUSINESS RESPONSIBILITY REPORT
In compliance with Regulation 34 of Listing Regulations the Business ResponsibilityReport is attached to this Report as Annexure 9.
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.
OTHER DISCLOSURES a) No material changes and commitments affecting the financialposition of the Company have occurred between the end of the Financial Year of the Companyto which the financial statements relate and the date of the report. b) Directors statethat no disclosure or reporting is required with respect to the following items as therewere no transactions related to these items during the year under review:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. Issue of sweat equity shares.
3. Provision of money for purchase of its own shares by employees or by trustees forthe benefit of employees. c) There was no change in the nature of business during FY2019-20 nor in the Capital Structure of the Company. The Company does not have anysubsidiary joint venture or associate.
The Directors place on record their appreciation for Senior Leadership Team and all theemployees of the Company for their efforts and contribution to the Company's performance.
The recognised Unions at Jamshedpur and Kolkata have cooperated in an exemplary mannertowards achieving the objectives of your Company.
The Directors would also like to thank the shareholders customers suppliers bankersfinancial institutions Central and State Government agencies and all other stakeholdersfor their trust and continuous support to the Company.
| ||On behalf of the Board of Directors |
| ||Koushik Chatterjee |
|Mumbai ||Chairman |
|June 13 2020 ||DIN. 00004989 |