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Tinplate Company of India Ltd.

BSE: 504966 Sector: Metals & Mining
BSE 00:00 | 19 Mar 155.20 8.95






NSE 00:00 | 19 Mar 154.60 8.20






OPEN 147.55
VOLUME 197586
52-Week high 258.75
52-Week low 118.00
P/E 27.62
Mkt Cap.(Rs cr) 1,624
Buy Price 155.20
Buy Qty 2153.00
Sell Price 155.50
Sell Qty 488.00
OPEN 147.55
CLOSE 146.25
VOLUME 197586
52-Week high 258.75
52-Week low 118.00
P/E 27.62
Mkt Cap.(Rs cr) 1,624
Buy Price 155.20
Buy Qty 2153.00
Sell Price 155.50
Sell Qty 488.00

Tinplate Company of India Ltd. (TINPLATE) - Director Report

Company director report


The Board of Directors hereby present the ninety-ninth Annual Report on the businessand operations of your Company along with the audited financial statements for the yearended 31st March 2018.


` Lacs
FY 2017-18 FY 2016-17
Gross Sales/Income 191780 83149
Total Expenditure 175384 70075
Operating Pro3 t 16396 9074
Add: Dividend and Other Income 1648 1880
Pro3 t before 3 nance cost depreciation exceptional items and taxes 18044 10954
Less : Finance Cost 330 309
Pro3 t before depreciation exceptional items and taxes 17714 10645
Less : Depreciation 6192 6579
Pro3 t before exceptional items and taxes 11522 4066
Add : Exceptional Items
Pro3 t before taxes 11522 4066
Less : Taxation Expenses 4206 1280
Pro3 t for the period 7316 2786
Add : Other Comprehensive Income (net of taxes) 142 (327)
Total Comprehensive Income 7458 2459
Retained earnings Opening Balance 8480 8540
Add : Transfer from Equity Revaluation Reserve on disposal of Investment
Less : Dividend paid to Equity Shareholders 1675 2093
Less : Tax on Dividends 341 426
Less : Transfer to General Reserve
Retained Earnings Closing Balance 13922 8480

The Company has adopted Indian Accounting Standard (referred to as ‘Ind AS') witheffiect from April 01 2016 and accordingly these financial results along with thecomparatives have been prepared in accordance with the recognition and measurementprinciples stated therein prescribed under Section 133 of the Companies Act 2013 (theAct) read with the relevant rules issued thereunder and the other accounting principlesgenerally accepted in India.


The Board has recommended a dividend of Rs 2/- per Equity Share of Rs. 10 each for theyear ended 31st March 2018 (Rs.1.60 per Equity Share for the year ended 31st March2017).

The dividend on Equity Shares is subject to the approval of the shareholders at theensuing Annual General Meeting (AGM).


The Company proposes to retain the entire amount of Rs.13922 Lacs in the pro3 t andloss account.


The Management Discussion and Analysis as required by the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations) is incorporated herein by reference and forms an integral part of this reportas Annexure 1.


The global economy is experiencing a cyclical recovery reffiecting a rebound ininvestment manufacturing activity & trade in advanced economies and continued growthin emerging markets. The global GDP growth is estimated to have picked up to 3% in 2017the best year since 2011 and a signi3 cant acceleration compared to 2.4% in 2016. Morethan half of the world's economies registered growth aided by improved business sentimentfavourable 3 nancing conditions policy stimulus and subdued in3 ationary pressures.Growth in advanced economies was driven by strong domestic demand and improved labourmarkets.

The recovery in the global economic growth is expected to continue further.Stronger-than-expected macro-economic performance in 2017 supportive monetary policiesand improved global trade are increasing optimism that the global recovery will continue.Emerging market prospects are supported by world trade growth higher commodity prices andstronger capital in3 ows. However rebound in world trade could face a setback ifprotectionist measures and geopolitical tensions continue to increase the world over.

Among the emerging economies China continued to maintain its growth rate aided byrobust consumption and policy support while growth in India has regained its momentumthough it was marginally impacted due to structural reforms such as Goods and Services Tax(GST) and demonetization. However with GDP growth averaging more than 7% during theperiod 2014-15 to 2017-18 India is currently amongst the best performing economies in theworld. In addition to the introduction of GST the year also witnessed signi3 cant stepsbeing undertaken towards resolution of problems associated with non-performing assets ofthe banks and further liberalization of foreign direct investments. This has furtherstrengthened the reforms momentum and has resulted in increased economic activity acrossthe organized sectors of the Indian economy.

India is expected to continue with its growth trajectory aided by rural developmentinfrastructure investment and expansion of manufacturing activity. Macroeconomicfundamentals such as normal monsoon low in3 ation and softer interest rates will remainconducive to growth. Greater stability post GST likely recovery in private investment andother ongoing structural reforms among others should continue to support a higher growthin the Indian economy.

Apparent steel use in India grew by 7.7% in FY 2017-18 over FY 2016-17 crossing 90million mark driven primarily by an increase in 3 at product steel use. Tinplateconsumption in India grew by 6% y-o-y primarily driven by edible oil end-use the largestin volume which grew at 7%.The growth in construction industry also supported theconsumption of tinplate for paint cans which grew at 5%. The demand from the food batteryand aerosol industry grew in the range of 5% to 8%. On the supply side domesticproduction of tinplate was higher by 12% compared to the previous year and total importwas lower by 5%.


The Company's operational performance for FY 2017-18 has improved over the previousfinancial year. Production increased by ~35000 tons while sales increased by ~44000tons. The Company recorded its highest ever sales and production in FY 2017-18. Thistranslated into improved financial performance. The

Company's EBITDA (Earnings before interest taxes depreciation and amortization)improved from Rs 10954 lacs in FY 2016-17 to Rs18044 lacs in FY 2017-18. Consequentlythe PAT increased from Rs. 2786 lacs to Rs. 7316 lacs in FY 2017-18. Net cash generatedfrom operating activities stood at Rs. 10842 lacs in FY 2017-18 as against Rs. 9063 lacsin FY 2016-17.

The sale improved primarily on account of improved production marginal gain indomestic market share and increased export volumes. Accordingly the Company's EBITDAincreased by Rs. 7090 lakhs (64%). In order to sustain the improved performance theCompany is committed to initiatives for improvement in product quality development of newproducts & markets driving e3 ciencies in operations and enhancement of capabilitiesfor serving customers better.

The Company commencing from the quarter ended 30th September 2017 had transitionedfrom the arrangement of converting HRC supplied by Tata Steel Limited (TSL) intoElectrolytic Tinplate (ETP) and assisting TSL in selling the same to the end consumers topurchase of HRC from TSL and / or other suppliers and manufacture and sale of ETP andother products on its own account.

Given the improved sentiments in the Indian economy we expect continuing improvementin domestic tinplate demand. However competitive capacity additions may put margins underpressure going forward.


Employees' health and safety is accorded the highest priority by the Company. Safetyand occupational health responsibilities are integral to your Company's businessprocesses laid down in the Company's Safety & Health Policy standards and workingprocedures. Your Company is committed to ensuring zero harm to employees to any person inthe Company premises and to the community. The Company is continuously focusing onimproved training new initiatives and communications for enhancing safety in theworkplace.

During the year under review there were two lost time injury (LTI) incidents. Theseincidents were investigated in detail and recommendations of the investigation have beenimplemented. For FY 2017-18 the Lost Time Injury Frequency rate is at 0.40.

Monitoring the health of the employees with respect to the work environment is acontinuous process and there have been no signi3cant observations relating to de3cienciesin workplace health and hygiene conditions.

Your Company is committed to minimizing the environmental impact of its operationsthrough adoption of sustainable practices and continuous improvement in environmentalperformance. The major focus areas are - water conservation reduction in emission/e3uents waste minimization energy management and tree plantation. Also actions havebeen taken to reduce fumes in workplace by installation of fume extraction system. Actionsto reduce carbon footprint through reduction in energy and fuel consumption have beencontinued in the year FY 2017-18 as well.


During the financial year FY 2017-18 the Board of Directors met eight times. Theintervening gap between the meetings were within the limits prescribed under the Act andListing Regulations. The details of the Board Meetings are provided in the CorporateGovernance Report forming part of this Report.


All new Independent Directors (IDs) inducted into the Board are presented with anoverview of the Company's business operations products organization structures and aboutthe Board constitution and its procedures. A policy on familiarization program for IDs hasalso been adopted by the Company.

The Policy can be accessed at


The Nomination and Remuneration Committee and the Board of Directors of the Company hadlaid down the process and criteria for annual performance evaluation of the Board itsCommittees and individual Directors. The Board of Directors have carried out an evaluationof its own performance its Committees and that of its individual Directors in compliancewith the provisions of the Act and Listing Regulations.

The evaluation process covered aspects such as Board structure and compositionfrequency of Board Meetings participation in the long term strategic planningcontribution to and monitoring of corporate governance practices and the ful3lment ofDirectors' obligation and 3duciary responsibilities including but not limited to activeparticipation at the Board and Committee meetings.

The Independent Directors at their meeting reviewed the performance of the BoardChairman of the Board and of Non-Executive Directors. Nomination and RemunerationCommittee at its meeting reviewed the performance of the Board as a whole; and that of theindividual Directors.

The Board at its meeting reviewed the performance of the Board as a whole itsCommittees and individual Directors taking into account feedback of the Nomination andRemuneration Committee and the Independent Directors which included the evaluation of theChairman and Non- Independent Directors of the Company.

The Board evaluation process communicates to all stakeholders about the Board'saccountability for its performance and thus strengthening the sense of responsibilityamong its stakeholders. The Board evaluation process demonstrates the Board's commitmenttowards best practice and its con3dence towards the ethical standards of the Company. Theevaluation process is based on constructive relationship between the Board and theManagement.


The Board of Directors of the Company in compliance with Section 178(3) of the Act andbased on the recommendation of the Nomination and Remuneration Committee has adoptedpolicies relating to appointment and removal of Directors and policies on remuneration forDirectors Key Managerial Personnel and other employees.

The details of the above policies are available at www.tatatinplate. com /Details_of_Remuneration_Policy.shtm


The information required under Section 197(12) read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisreport as Annexure 2. The statement containing particulars of employees as requiredunder Section 197 (12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 also forms part of Annexure2.


All Independent Directors in compliance with Section 149(7) of the Act have givendeclaration that they meet the criteria of independence as laid down under Section 149(6)of the Act and Regulation 16(1)(b) of the Listing Regulations.



On the recommendations of the Nomination and Remuneration Committee (NRC) the Boardappointed Mr Subir Bose as an Additional Independent Director of the Company with e3ectfrom 29th March 2018. In accordance with Article 90 of the Articles of Association of theCompany and Section 161 of the Act Mr. Bose will hold o3ce up to the forthcoming AGM ofthe Company.

The resolution for con3rming the above appointment forms part of the Notice conveningthe ensuing AGM of the Company. We seek your support in con3rming the above appointment tothe Board.

During FY 2017-18 Mr Shashi Kant Maudgal and Mr R N Murthy were appointed as theIndependent Director (wef 21st April 2017) and Executive Director (wef 1st July 2017) ofthe Company respectively.


As per the provisions of the Act and Articles of Association Mr. Koushik Chatterjeeretires by rotation in the ensuing AGM and being eligible seeks re-appointment.

The Board recommends and seeks your support in con3rming reappointment of Mr. KoushikChatterjee. The pro3le and particulars of experience attributes and skills that qualifyhim for the Board membership is disclosed in the Notice convening the AGM.


Mr Krishnava Dutt resigned from the Board with e3ect from 1st February 2018. TheDirectors would like to place on record their sincere appreciation for Mr. Dutt's guidanceto the Company during his tenure on the Board.


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. Tarun Kumar Daga - Managing Director
ii. Mr. R N Murthy - Executive Director
iii. Mr. Sanjay Kumar Shrivastav - Chief Financial O3cer
iv. Mr. Kaushik Seal - Company Secretary

The remuneration and other details of the Key Managerial Personnel for FY 2017-18 areprovided in Extract of the Annual Return which forms part of this Directors' Report.


The Audit Committee was constituted in the year 1987. During the year the AuditCommittee comprised Mr. Dipak Kumar Banerjee Chairman (Independent Director) Dr. SougataRay (Independent Director) Ms. Atrayee Sanyal (Non-executive Director) and Mr KrishnavaDutt as Members. Consequent upon resignation of Mr Krishnava Dutt as a Director in theCompany with e3ect from 1st February 2018 Mr Dutt ceased to be the Member of the AuditCommittee.

The Committee has adopted a charter for its functioning. The primary objective of theCommittee is to monitor and provide e3ective 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.

The Committee met six 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 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 e3ective as on 31st March2018.

Accordingly pursuant to Section 134(3)(c) read with Section 134(5) of the Act theBoard of Directors to the best of their knowledge and ability con3rm that:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to 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 a3airs of the Company at the end of the financial year and of the pro3t ofthe Company for that period;

iii. they have taken proper and su3cient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act 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 down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating e3ectively; and

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating e3ectively.


A Vigil Mechanism comprising of Whistle Blower Policy for Directors employees andvendors of the Company has been adopted by the Board of Directors of the Company. Itprovides a formal mechanism through which the Ethics Counsellor / Chairman Audit Committeecan be approached by the Directors employees and vendors to report concerns aboutunethical actual or suspected fraud or violation of Company's code of conduct or ethicspolicy thereby ensuring 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/VigilMechanism.pdf


Service to community has been part of the Company's commitment and is in alignment withthe Tata Group core purpose. The objective of our CSR activities is to improve the qualityof life of people through long term value creation. Over the years the Company has put inplace a well-de3ned 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 have been suitably focused. The briefoutline of the CSR policy and the CSR initiatives undertaken by the Company during thefinancial year under review are provided in the ‘Annual Report on Corporate SocialResponsibility Activities 2017-18' forming part of this report as Annexure 3. ThePolicy adopted by the Company can be viewed at pdf

The average net pro3t of the Company for the last 3 (three) years was Rs.7288.44 lacs.As against the minimum statutory requirement of 2% of the aforesaid amount i.e. Rs.145.77lacs the Company has spent Rs.146.67 lacs during FY 2017-18.


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 thefinancial year under review. 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.


All related party transactions entered into by the Company during the financial yearwere at arm's length and in the ordinary course of business and hence do not fall underthe ambit of Section 188(1) of the Act. In compliance with the provisions of the Act andthe Listing Regulation all related party transactions had been placed before the AuditCommittee for approval. Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) ofthe Companies (Accounts) Rules 2014 information pertaining to related parties are givenin Form AOC-2 as Annexure 4 of this report.

The details of material related party transactions with Tata Steel Limited (TSL)during FY 2017-18 which are at arm's length and in the ordinary course of business areprovided in the Corporate Governance Report forming part of this Report.

However as mentioned in the previous section of this report the Company commencingfrom the quarter ended 30th September 2017 had transitioned from the arrangement ofconverting Hot Rolled Coils (HRC) supplied by Tata Steel Limited (TSL) into ElectrolyticTinplate (ETP) and assisting TSL in selling the same to the end consumers to purchase ofHRC from TSL and / or other suppliers and manufacture and sale of ETP and other productson its own account. Hence the above arrangement was carried out only for a part of theyear.

Presently the Company purchases Hot Rolled Coils (HRC) from Tata Steel Limited (TSL) [arelated party in terms of Regulation 2(zb) of SEBI Regulation 2015] and other suppliersfor manufacture and sale of the ETP on its own account. The above transaction with TSL isa material transaction under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 [SEBI Regulation 2015] and hence in compliance with the requirement ofSEBI Regulation 2015 the Company at its Annual General Meeting (AGM) held on 25th July2017 had sought shareholders' approval for purchase of HRC from TSL for a sum notexceeding Rs.1800 crs per annum and the same was approved. However considering theincrease in cost of HRC the value of HRC required to be purchased from TSL in FY 2018-19and for subsequent financial years is estimated to be Rs. 2000 crs per annum whichexceeds the approved limit of Rs.1800 crs.

Hence in order to comply with the requirement of SEBI Regulation 2015 the Boardrecommends to the shareholders to approve the material related party transaction ofpurchasing HRC amounting to Rs. 2000 crs per annum from TSL in respect of FY 2018-19and for subsequent financial year at the forthcoming AGM of the Company.

As per Regulation 34(3) of Listing Regulation the related party disclosure has beenmade part of this Report.


The Company is exposed to inherent uncertainties owing to the sectors in which itoperates. A key factor in determining a Company's capacity to create sustainable value isthe risks that the Company is willing to take (at strategic and operational levels) andits ability to manage them e3ectively. Many risks exist in a Company's operationalenvironment and they emerge on a regular basis. The Company's Risk Management processesfocus on ensuring that the risks are identi3ed on a timely basis and are suitablymitigated. The Board of Directors of the Company has adopted a Risk Management Policy andin adherence to the same the Management had developed an ERM framework which has helpedthe Company in identifying the enterprise level risk along with mitigation strategies. Thedevelopment and implementation of the risk management system has been covered in theManagement Discussion and Analysis section which forms a part of this Report.


The Company has not accepted any 3xed 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 except as detailed under Note 12 to the ‘Notes tothe Financial Statements'.


No signi3cant 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.



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 5 tothis report.


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 in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 (POSH) and the Rulesthereunder.

During FY 2017-18 the Company had received four complaints on sexual harassment. Afterinvestigation one case was found to fall in the purview of POSH while the other threewere grievances and not POSH incidents. The POSH related case had been disposed o3 bytaking appropriate action. As at the end of the year no other complaint is pending.


The Board of Directors of the Company is responsible for ensuring that InternalFinancial Controls have been laid down in the Company and that such controls are adequateand operating e3ectively. The foundation of Internal Financial Controls (IFC) lies in theTata Code of Conduct (TCoC) policies and procedures adopted by the Management corporatestrategies annual business planning process management reviews management systemcerti3cations and the risk management framework. 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 Annual Report.


Pursuant to Regulation 34(3) of the Listing Regulation the Corporate Governance Reporthas been made a part of this Report as Annexure 6.

In compliance with the above regulation the Managing Director's declaration con3rmingcompliance with the code of conduct has been made part of this Annual Report.


Statutory Auditors

The shareholders at the Annual General Meeting (AGM) of the Company held on 25th July2017 had appointed Price Waterhouse

& Co Chartered Accountants LLP (Price Waterhouse) Chartered Accountants (FirmRegistration No.304026E /E300009) as the Statutory Auditors of the Company to hold o3cefrom the conclusion of that AGM till the conclusion of the 103rd AGM of the Company to beheld in the year 2022 on such remuneration to be mutually agreed upon between the Boardof Directors and the Auditors plus reimbursement of out-of-pocket expenses travelling andliving expenses. However as per the requirement of the Companies Act appointment ofStatutory Auditor is required to be rati3ed by the Members at every subsequent AGM.

In view of the above the Board recommends to the shareholders to ratify the appointmentof Price Waterhouse as the Statutory Auditors of the Company to hold o3ce from theconclusion of the forthcoming AGM till the conclusion of the 100th AGM of the Company tobe held in 2019.

Cost Auditors

As per Section 148 of the Act the Company is required to have the audit of its costrecords conducted by a Cost Accountant in practice. In this connection the Board ofDirectors of the Company on the recommendation of the Audit Committee has approved there-appointment of M/s Shome & Banerjee Cost Accountants as the Cost Auditor of theCompany for audit of the cost records maintained by the Company for the year ended 31stMarch 2019. Pursuant to Section 148 of the Act read with Rule 14 of Companies (Audit andAuditors) Rules 2014 rati3cation of the remuneration of Cost Auditors is being soughtfrom the Members of the Company at the ensuing AGM.

The due date for 3ling the Cost Audit Report of the Company for the financial yearended March 31 2017 was September 30 2017 and the same was 3led in XBRL mode on August8 2017.

Secretarial Auditor

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 K Labh & Co. Company Secretaries as theSecretarial Auditor to conduct secretarial audit of the Company for FY 2017-18. The Reportof Secretarial Auditor for FY 2017-18 is annexed to this report as Annexure 7.

Auditors' Report and Secretarial Auditors' Report

The Auditors' Report and Secretarial Auditors' Report does not contain anyquali3cation reservations or adverse remarks.


In compliance with Section 134(3)(a) of the Act an extract of Annual Return in theprescribed format is appended to this report as Annexure 8.


No material changes and commitments a3ecting the financial position of the Company haveoccurred between the end of the financial year of the Company to which the financialstatements relate and the date of the report.

There was no change in the nature of business during FY 2017-18. The Company does nothave any subsidiary joint venture or associate.


The Company has complied with the applicable secretarial standards issued by theInstitute of Company Secretaries of India.


The Directors would like to place on record their appreciation for Senior LeadershipTeam and all the employees of the Company for their e3orts and contribution to theCompany's performance.

The recognized 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
24th April 2018 DIN : 00004989