To The Members
The Board of Directors hereby present the 102nd Annual Report of TheTinplate Company of India Limited ('Company') along with the audited financial statementsfor the year ended March 31 2021.
| || ||(Rs. in lakh) |
| ||FY 2020-21 ||FY 2019-20 |
|Gross Sales/Income ||228137 ||210571 |
|Total Expenditure ||210461 ||195423 |
|Operating Profit ||17676 ||15148 |
|Add: Other Income ||2457 ||2437 |
|Profit before finance cost depreciation exceptional items and taxes ||20133 ||17585 |
|Less: Finance Cost ||776 ||1048 |
|Profit before depreciation exceptional items and taxes ||19357 ||16537 |
|Less: Depreciation ||6166 ||6122 |
|Profit before exceptional items and taxes ||13191 ||10415 |
|Add: Exceptional Items ||-- ||-- |
|Profit before taxes ||13191 ||10415 |
|Less: Taxation Expenses ||3376 ||912 |
|Profit for the period ||9815 ||9503 |
|Add: Other Comprehensive Income/ Loss (net of taxes) ||(233) ||(2015) |
|Total Comprehensive Income ||9582 ||7488 |
|Retained earnings Opening Balance ||22325 ||17361 |
|Add : Transfer from Equity Revaluation Reserve on disposal of Investment ||-- ||-- |
|Less: Dividend paid to Equity Shareholders ||1047 ||2094 |
|Less: Tax on Dividends ||-- ||430 |
|Less: Transfer to General Reserve ||-- ||-- |
|Retained Earnings Closing Balance ||30860 ||22325 |
The Board has recommended a dividend of Rs.2/- per fully paid- up Equity Share on104667638 Equity Shares of face value of Rs.10/- each for the financial year endedMarch 31 2021 (Rs. 1/- per Equity Share on 104667638 Equity Shares for the year endedMarch 31 2020).
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 Rs.2093.35 lakh.
The dividend once approved by the shareholders will be paid on and from ThursdayAugust 5 2021. In this connection it is pertinent to mention that pursuant to the FinanceAct 2020 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 fromFriday July 16 2021 to Friday July 30 2021 (both days inclusive) for the purpose ofpayment of dividend for the financial year ended March 31 2021.
TRANSFER TO RESERVE
The Board of Directors have decided to retain the entire amount of profit for theFinancial Year 2020-21 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 reference andforms an integral part of this report as Annexure 1.
The global economy has been significantly impacted by the outbreak of COVID-19 pandemicresulting in contraction across the leading economies except China. China has been theonly major economy to register a growth of 2.3% in 2020 while other economies witnessed acontraction. Although the recovery has started in second half of 2020 the recoverymomentum is dependent on success with vaccinations and additional policy support. Howeverslow vaccine rollout virus mutations and premature withdrawal of stimulus measures couldworsen the situation. In this backdrop International Monetary Fund has projected theglobal economy to grow at 5.5% in 2021.
India's real GDP (Gross Domestic Product) has contracted by 7.3% in FY 2020-21compared to a growth rate of 4.2% in FY 2019-20. COVID-19 led to a nation-wide lockdownwhich was one of the strictest lockdowns globally. GDP contracted by ~24% in Q1 of FY2020-21 as most of the economic activity came to a halt during April- May. India witnesseda gradual resumption of economic activity from Q2 of FY 2020-21 onwards driven largely bygovernment spending on infrastructure exports and rural economy. Growth in H2 of FY2020-21 picked up pace with consumption demand driven by festive buying and return ofurban consumption. All high-frequency economic indicators (Exports GST collectionspassenger vehicle sales 2&3 wheelers demand and rail freight) now depict a V-shapedrecovery.
As per the World Steel Organization the Steel industry (excluding China) witnessed asignificant decline in production and demand during the first half of 2020 howeveralmost equally stronger recovery has been witnessed in the second half of the year. Globalcrude steel production reached 1864 million tons in 2020 down by 0.9% compared to 2019.China produced 1053 million tons of crude steel in 2020 up by 5.2% over 2019. China'sshare of global crude steel production also increased from 53.3% in 2019 to 56.5% in 2020.Global steel demand had seen only a minor contraction of ~0.2% in 2020 due to a verystrong recovery in China during H1 of FY 2019-20 and a better than expected rebound inrest of the world during H2 of FY 2019-20.
India is expected to witness a full economic recovery in H2 of FY 2021-22 and isprojected to grow by ~9.5% in FY 2021-22 driven by a) ongoing vaccination supporting thecurrent recovery momentum; b) restart of investment cycle with significant spending oninfrastructure and c) continued recovery in consumption supported by urban demandaccentuated by work-from-home and preferences for personal mobility along with risingrural incomes and affordability. Risks include continued rise in commodity pricesinflationary pressures leading to preemptive monetary policy tightening and changes inglobal risk sentiment due to disruptive shift in US Fed's monetary policy. Normal growthlevels would be seen in FY 2022-23 only provided no further economic disruption occursand the vaccination drive achieves its target.
Tinplate consumption in India contracted by ~16% in FY 202021 to 608 KT primarily dueto demand shrinkage in bulk packs of Oil cans (one of the largest end use segments oftinplate) as HORECA (Hotels Restaurants & Canteens) shut down for most parts of H1 ofFY 2020-21 followed by Palm oil import price surge due to labor issues prevailing inmajor producing countries. Paint majors faced lower demand from repainting businessconstruction industrial and automotive market in H1 of FY 2020-21. Tinplate demand forProcessed food packaging being declared essential commodity remained stable for domesticas well as exports. However production was plagued by labor issues keeping smallerplayers out of business for most part of H1 of FY 2020-21.
Overall imports in FY 2020-21 reduced by 27% to 205 KT Y-o-Y. Import in H1 of FY2020-21 reduced owing to impending SSPQCO and AntiDumping investigation. Director General(Trade Remedies) after an investigation on imports of tinplate and tin free steel intoIndia had accordingly proposed Anti-Dumping Duty for safeguarding the domestic tin-millranging between USD 222 - 334 per tons of imports from countries such as US EU KoreanRepublic and Japan (except Nippon Steel). However imports resumed to usual levels postNovember in Q3 of FY 2020-21 once Government decided not to impose Anti-Dumping duty andSSPQCO implementation was deferred.
OPERATIONAL AND FINANCIAL PERFORMANCE
During the year under review the operational performance of the Company was adverselyaffected owing to outbreak of COVID -19 followed by lockdown which impacted H1 of FY2020-21. These events led to high opening stocks at the commencement of FY 2020-21.Although overall production reduced to 291 KT (FY 2019-20 - 341KT) your Company achievedsales of 316KT which is 2% higher than previous year (311KT) by liquidating theaccumulated stocks. The Company's EBITDA (Earnings before interest taxes depreciationand amortisation) for FY 2020-21 is Rs.20133 lakh as compared to Rs.17585 lakh in FY2019-20 mainly due to lower cost of goods sold. Consequently profit after tax increasedto Rs.9815 lakh in FY 2020-21 from Rs.9503 lakh in FY 2019-20.
In view of lower domestic demand in H1 of FY 2020-21 your Company could quickly ramp upexports and posted a growth of 29% over previous year. Exports at 69KT in FY 2020-21 wasone of the highest in recent times. Company exported 24% of its produce to Middle EastEurope parts of Africa and neighboring countries despite the severe shortage ofcontainers vessels and need for special banking arrangements.
Your Company's domestic sales declined by 4% to 246KT over previous year primarily dueto restricted economic activities and migrant labour issues during lockdowns in H1 of FY2020-21. Domestic demand for edible oil packaging using 15 kg Tin remained low for mostparts of the year due to reduced Out- of-Home consumption (which includes hotelsrestaurants caterers canteens and fast-food joints) coupled with steep increase in palmand sunflower (decade high) oil prices. Paint majors faced lower demand in Q1 of FY2020-21 from repainting business construction and automotive market. However in Q2 andQ3 of FY 2020-21 paint industry recovered sharply in rural markets followed by recoveryin urban markets in Q4. Tinplate demand for processed food end use in domestic marketregistered a strong growth with reduced mobility and people working from home. Coupledwith the above reduction in cheaper tinplate imports by 32% (190 KT in FY 2020-21 vs281KT in FY 2019-20) opened prospects for your Company to consolidate its market share andimprove margins through significant growth in tinplate sales to Paints and Processed foodend use. Despite adverse business environment your Company was able to protect itsleadership position in the domestic market with a market share of 39%.
Furthermore your Company could successfully ramp up sales of downstream products in H2of FY 2020-21 by launching many new stock keeping units through extensive trials ofprinted and lacquered products at its Solution Centre. Sales of PAXEL cans also recoveredby on-boarding new customers and expanding reach through newer markets. Sales ofdownstream products in FY 2020-21 at 22KT were closer to previous year's sales of 23KTdespite lost opportunities in domestic market during H1 of FY 2020-21.
Your Company has also been working with regulatory bodies to develop packagingstandards and increase demand of prime tinplate in our country. Company's advocacyinitiatives through Government on implementation of Steel & Steel Products' QualityControl Order (SSPQCO) would ensure usage of prime grades of BIS certified tinplate fromdomestic as well as overseas mills. It is important to note that India is a big dumpingground of cheaper non-prime tinplate exported by overseas mills. The imposition of SSPQCOhas been delayed but appears inevitable. Once implemented the order is expected toprevent imports of cheaper non-prime tinplate and tin free steel into Indian marketsthereby creating a level playing ground for domestic tin-mills and help them addresslarger domestic demand.
SAFETY HEALTH AND ENVIRONMENT
The Safety & Health of the employees are accorded the highest priority and safetyis considered as one of the most important key performance indicators (KPI's) of theCompany. The management is committed to ensure zero harm to its employees and to allpersons within the Company premises. Safety and occupational health responsibilities areintegral to the Company's business processes as spelt out in the Company's Safety Healthand Environment Policies and procedures.
To ensure smooth operations and health of employees during COVID-19 pandemic variousinitiatives were implemented such as online Health and Travel declaration form onlinevisitor pass system (TCIL VMS) thermal imaging camera at gate entry to capture the facemask and temperature of individual and generate alarm in case of any abnormality.
The Company has also taken a special drive to improve safety of their business partnerand their employees - Safety Induction Training General medical examination Heighttraining and Vertigo test. To assess and improve safety of our business partnerscompetency- based audit was conducted by third party and improvement areas have beenidentified and are being complied.
In FY 2020-21 various safety initiatives were undertaken such as Safety Reward andRecognition policy CCTV camera in all EOT cranes Safety training center withstate-of-the-art facilities new FDA system and the upgradation of firefighting system.The Company has been continuously focusing on lead indicators such KYT (HazardsPrediction) Hands free (do not touch) initiatives through safety kaizen and automation toensure a safe workplace.
In FY 2020-21 there have been two Lost Time Injury (LTI) incidents. These incidentshave undergone detailed investigation and recommendations have been implemented. The LostTime Injury Frequency rate was 0.41.
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. Efforts are being made to reduce fumes inworkplace by installation of fume extraction system and improved air ventilation systems.The major focus areas are - water conservation reduction in emission/effluents recyclingof wastewater energy management and tree plantation. Actions to reduce carbon footprintthrough reduction in energy and fuel consumption have continued in FY 2020-21 byinstallation of projects such as 600 TR Chillers for ETL's and the first phase of solarpanels having capacity of 200 kWp installed at Solution Centre roof top. Second phase ofsolar power of capacity 1.1 MWP is planned for implementation in FY 2021-22.
CORPORATE SOCIAL RESPONSIBILITY POLICY
Upholding the tradition of the Tata Group the Company has put in place a well-definedprocess in the key thrust areas of education employability skill development and healthcare. With the enforcement of Section 135 of the Act the Company's initiatives towardsCorporate Social Responsibility have been further reinforced. Moreover the Ministry ofCorporate Affairs vide notification dated January 22 2021 had notified Companies(Corporate Social Responsibility Policy) Amendment Rules 2021 (CSR Rules) and hence theCompany had further streamlined its processes and initiatives to strictly adhere to theCSR Rules. The Policy adopted by the Company can be viewed athttps://www.tatatinplate.com/content/pdf/policies/CorporateSocialResponsibilityPolicy.pdf. The composition of the CSR Committee and otherdetails of the CSR Committee are given in Corporate Governance Report which forms part ofthis Report.
The average net profit of the Company for the last three years was Rs.10524.02 lakh.As against the minimum statutory requirement of 2% of the aforesaid amount i.e. Rs.210.48lakh the Company has spent Rs.217.69 lakh during FY 2020-21. The brief outline of the CSRpolicy and the CSR initiatives undertaken by the Company during the Financial Year underreview are provided in the 'Annual Report on Corporate Social Responsibility Activities2020-21' forming part of this report as Annexure 2.
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
The Board of Directors of the Company met four times during FY 2020-21. 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
In line with the requirement of the Act and Listing Regulations the Nomination andRemuneration Committee ('NRC') and the Board of Directors ('Board') of the Company haslaid down the process and criteria for annual performance evaluation of the Board itsCommittees and individual Directors. In adherence to the statutory requirement the Boardof Directors have carried out an evaluation performance of its own performance itsCommittee and of individual Directors.
Certain aspects which are covered under the evaluation process includes Board structureand composition frequency of Board Meetings participation in the long-term strategicplanning contribution to and monitoring of corporate governance practices and thefulfilment of Directors' obligation and fiduciary responsibilities including but notlimited to active participation at the Board and Committee meetings. The above criteriaare broadly based on the Guidance Note on Board Evaluation issued by the Securities andExchange Board of India on January 5 2017.
The Board has evaluated the performance of the Committee after taking inputs from theCommittee members on the basis of criteria such as the composition of Committeeseffectiveness of Committee Meetings etc.
The Independent Directors in a separate meeting evaluated the performance of theNon-Executive Directors Chairman and the Board as a whole was evaluated. The NRC reviewedthe performance of the Board as a whole and of the individual Directors. 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
The Board of Directors of the Company based on the recommendation of the NRC hasadopted the following two policies:
a. Policy on Appointment and Removal of Directors and
b. Remuneration Policy of Directors KMPs and other employees
The salient features governing the policy on appointment of Directors are as follows:
i. I t lays down the criteria terms and conditions with regard to the identificationof persons who are eligible to become Directors and Senior Management Personnel of theCompany.
ii. Provides guidelines to NRC for recommending to the Board on appointment of theappropriate candidate for the position of Director / KMP as the case may be.
iii. It lays down the Board membership criteria in connection to the Company'sbusiness ensures Board diversity and adopt statutory standards to evaluate and determinethe independence of Directors.
The key principles governing the remuneration policy are as follows:
a. Remuneration for Independent Directors and Non Independent Non-Executive Directors:
The overall remuneration should be commensurate with the size of the Companycomplexity of the sector / industry / Company's operations and capacity to pay theremuneration. Details of remuneration paid to Independent Directors and Non IndependentNon-Executive Directors is disclosed in the Corporate Governance Report which is a part ofthis report.
b. Remuneration paid to Managing Director/Executive Director/ KMP/ rest of theemployees:
The extent of the overall remuneration should be sufficient to attract and retaintalented and qualified individuals suitable for the role. Hence remuneration should bemarket competitive driven by the role to be played by the individual reflective of thesize of the Company and its complexity consistent with recognised best practices andaligned to regulatory 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
The information required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 relating toremuneration forms part of this report as Annexure 4(a). The statement containingparticulars of employees as required in terms of Rule 5(2) and Rule 5(3) of the Companies(Appointment and Remuneration of
Managerial Personnel) Rules 2014 also forms part of this report as Annexure 4(b).
INDEPENDENT DIRECTORS' DECLARATION
Necessary declaration from each Independent Director have been received by the Companyin accordance with Section 149(7) of the Act and Regulations 16(1) (b) and 25(8) of theListing Regulations which confirms that they meet the criteria of independence as laiddown under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.There has been no change in the circumstances affecting their status as IndependentDirectors of the Company.
In the opinion of the Board there has been no change in the circumstances which mayaffect their status as independent directors of the Company and the Board is satisfied ofthe integrity expertise and experience (including proficiency in terms of Section 150(1)of the Act and applicable rules thereunder) of all Independent Directors on the Board. 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.
As per the provisions of the Act and Articles of Association of the Company Mr.Koushik Chatterjee (DIN: 0004989) retires by rotation at the ensuing AGM and beingeligible seeks re-appointment.
The necessary resolution for re-appointment of Mr. Koushik Chatterjee including theprofile and particulars of experience attributes and skills that qualify him for theBoard membership forms part of the notice convening the ensuing AGM.
The Board recommends and seeks your support in confirming the re-appointment of theabove Director.
Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors re-appointed Mr. R N Murthy as the Managing Director of the Company for a periodof three years effective July 10 2021. The re-appointment is subject to the approval ofthe Shareholders of the Company at the ensuing AGM of the Company. The Board seeks supportand hopes that you will enthusiastically vote in confirming the reappointment of Mr. R NMurthy.
The profile and particulars of experience attributes and skills that qualify the aboveDirectors for the Board membership is disclosed in the Notice convening the AGM to be heldon July 30 2021.
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 there has been no change in the Key Managerial Personnelof the Company.
The Committee has adopted charter for its functioning. The primary objective of theCommittee is to monitor and provide effective supervision of the Management's financialreporting process to ensure accurate and timely disclosures with the highest levels oftransparency integrity and quality of financial reporting. During the Financial Yearthere has been no instance where the Board has not accepted any recommendation of theCommittee.
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) as Members.
The Committee met five 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 details of other committees in respect of their composition duties and otherdetail are given in the Corporate Governance Report which forms part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls established and maintained by theCompany work performed by the Internal Statutory Cost and Secretarial Auditorsincluding audit of internal financial controls over financial reporting by the statutoryauditors and the reviews performed by Management and the relevant Board Committeesincluding the Audit Committee the Board is of the opinion that the Company's internalfinancial controls were adequate and effective during FY 2020-21.
Accordingly pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of its knowledge and ability confirms that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there was no material departures;
ii. they have 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 at the end of the Financial Year and of the profitof the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls were adequate and were operating effectively; and
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
INTERNAL CONTROL SYSTEM
The Company's internal control system is commensurate with the size operation andnature of business. The details of the internal financial control system and theiradequacy is included in the Management Discussion and Analysis which forms part of thisReport.
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 2020-21 tencomplaints were dealt out of which three had been resolved and seven found invalid. Themechanism ensures that the activities of the Company are conducted in a fair andtransparent manner. The said policy is available at the Company's website athttp://www.tatatinplate.com/content/pdf/policies/vigil-policy.pdf
LOANS GUARANTEES AND INVESTMENTS
The Company did not give any loans directly or indirectly to any person (other than toemployees) or to other body corporates nor did it give any guarantee or provide anysecurity in connection with a loan to any other body corporate or person during FY2020-21. The Company has certain long term non-current investments as detailed under Note6 to the 'Notes to the Financial Statements'; such investments are in compliance withSection 186 of the Act. The loans provided to employees are also in compliance withSection 186 of the Act.
RELATED PARTY TRANSACTIONS
As per the provisions of the Act and the Listing Regulations all related partytransactions entered into by the Company during FY 2020-21 were placed before the AuditCommittee for approval in compliance with the provisions of the Act and the ListingRegulations. The related party transactions entered into by the Company during the saidFinancial Year were at arm's length and in the ordinary course of business and hence donot fall under the ambit of Section 188(1) of the Act. Prior omnibus approval was obtainedfrom the Audit Committee for related party transactions which were of repetitive natureentered in the ordinary course of business and were at arm's length basis. The Company didnot enter into any materially significant related party transaction that may have conflictwith the interest of the Company. The information pertaining to related parties pursuantto Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules2014 are provided in Form AOC-2 as Annexure 5 of this report.
The policy on Related Party Transaction as approved by the Board is displayed on thewebsite of the Company at https://www.tatatinplate.com/content/pdf/policies/related-party-transaction. pdf. The details of allrelated party transactions entered into by the Company are disclosed in the notes to thefinancial statements forming part of this Annual Report.
The Company has adopted a Risk Management Policy and in adherence to the same theManagement had developed an ERM framework which has helped the Company in identifying theenterprise level risk along with mitigation strategies. The established Risk Managementprocess focuses on ensuring that the risks are identified on a timely basis and aresuitably mitigated. The development and implementation of the risk management system hasbeen covered in the Management Discussion and Analysis section which forms a part of thisReport. Inherent uncertainties and risks exist in a Company's operational environment andthey emerge on a regular basis. The Risk Management Policy of the Company is available inthe Company's website at https://www.tatatinplate.com/content/pdf/policies/Risk-Management-Policy. pdf
The Company have 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 2020-21 the Company did not receive any complaint related to sexualharassment.
The shareholders of the Company at the Annual General Meeting of the Company held onJuly 25 2017 had appointed Price Waterhouse & Co Chartered Accountants LLP (PriceWaterhouse) Chartered Accountants (Firm Registration No. 304026E /E300009) as StatutoryAuditors of the Company to hold office till the conclusion of the 103rd AGM ofthe Company to be held in the year 2022 subject to ratification of their appointment byMembers at every AGM if so required under the Act and on such remuneration as may bemutually decided between the Board of Directors and the Auditors plus reimbursement of outof pocket expenses travelling and living expenses. In terms of the provisions relating tostatutory auditors forming part of the Companies Amendment Act 2017 notified on May 72018 ratification of appointment of Statutory Auditors at every AGM is no more a legalrequirement. Accordingly the Notice convening the ensuing AGM does not carry anyresolution on ratification of appointment of Statutory Auditors. In terms of theprovisions of 6(A) and 6(B) of the SEBI Circular CIR/CFD/CMDI/114/2019 dated October 182019 the terms of appointment of Statutory Auditors have been modified. The IndependentAuditors' Report for the Financial Year ended March 31 2021 does not contain anyqualification reservations or adverse remarks and forms part of the Annual Report2020-21.
In compliance with Section 148 of the Act read with the Companies (Cost Records andAudit) Rules 2014 as amended from time to time the Company is required to have theaudit of its cost records
for products covered under the Companies (Cost Records and Audit) Rules 2014 conductedby a Cost Accountant in practice. The Cost Audit Report of the Company for the FinancialYear ended March 31 2020 was filed by the Company in XBRL mode on August 19 2020. Inadherence to the statutory requirement the Board of Directors of the Company based on therecommendation of the Audit Committee has approved the re-appointment of M/s Shome &Banerjee Cost Accountants (Firm registration No. 000001) as the Cost Auditor of theCompany for audit of the cost records maintained by the Company for the year ended March31 2022 at a remuneration of Rs.2 lakh per annum plus applicable taxes and reimbursementof out-of-pocket expenses. Pursuant to Section 148 of the Act read with Rule 14 ofCompanies (Audit and Auditors) Rules 2014 ratification of the remuneration of CostAuditors is being sought from the Members of the Company at the ensuing AGM. A resolutionto this effect forms a part of the Notice convening this 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 2020-21. The Report of Secretarial Auditor for FY 2020-21 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.
BUSINESS RESPONSIBILITY REPORT
In compliance with Regulation 34 of Listing Regulations the Business ResponsibilityReport is attached to this Report as Annexure 8.
In compliance with Section 92(3) and Section 134(3)(a) of the Act read with Companies(Management and Administration) Amendment Rules 2020 the Annual Return for FY 2020-21 inthe prescribed format has been placed at the Company's website at https://www.tatatinplate.com/content/pdf/annual-report/annual-return-mgt7-31032021.pdf
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.
a) No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the Financial Year of the Company to which the financialstatements relate and the date of the report.
b) The Company has not initiated any proceedings nor any proceeding is pending againstthe Company under the Insolvency and Bankruptcy Code 2016 as at the end of the financialyear 2020-21.
c) Directors state that no disclosure or reporting is required with respect to thefollowing items as there were no transactions related to these items during the year underreview:
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.
d) There was no change in the nature of business during FY 2020-21 nor in the CapitalStructure of the Company. The Company does not have any subsidiary or joint venture as onMarch 31 2021.
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 |
|April 15 2021 ||DIN.00004989 |