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Tinplate Company of India Ltd.

BSE: 504966 Sector: Metals & Mining
NSE: TINPLATE ISIN Code: INE422C01014
BSE 00:00 | 24 Apr Tinplate Company of India Ltd
NSE 05:30 | 01 Jan Tinplate Company of India Ltd
OPEN 83.75
PREVIOUS CLOSE 85.05
VOLUME 22737
52-Week high 163.95
52-Week low 56.50
P/E 8.99
Mkt Cap.(Rs cr) 859
Buy Price 82.00
Buy Qty 100.00
Sell Price 83.60
Sell Qty 200.00
OPEN 83.75
CLOSE 85.05
VOLUME 22737
52-Week high 163.95
52-Week low 56.50
P/E 8.99
Mkt Cap.(Rs cr) 859
Buy Price 82.00
Buy Qty 100.00
Sell Price 83.60
Sell Qty 200.00

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


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Company director report

TO THE MEMBERS

The Board of Directors hereby present the 100th Annual Report on the business andoperations of your Company along with the audited financial statements for the year ended31st March 2019.

FINANCIAL RESULTS

Rs. Lacs
FY 2018-19 FY 2017-18
Gross Sales/Income 258450 191869
Total Expenditure 245124 175473
Operating Profit 13326 16396
Add: Dividend and Other Income 2918 1648
Profit before finance cost depreciation exceptional items and taxes 16244 18044
Less : Finance Cost 715 330
Profit before depreciation exceptional items and taxes 15529 17714
Less : Depreciation 6352 6192
Profit before exceptional items and taxes 9177 11522
Add : Exceptional Items - -
Profit before taxes 9177 11522
Less : Taxation Expenses 3377 4206
Profit for the period 5800 7316
Add : Other Comprehensive Income (net of taxes) 163 142
Total Comprehensive Income 5963 7458
Retained earnings Opening Balance 13922 8480
Add : Transfer from Equity Revaluation Reserve on disposal of Investment - -
Less : Dividend paid to Equity Shareholders 2094 1675
Less : Tax on Dividends 430 341
Less : Transfer to General Reserve - -
Retained Earnings Closing Balance 17361 13922

DIVIDEND

The Board has recommended a dividend of Rs. 2 per fully paid-up Equity Shares on104667638 Equity Shares of face value of Rs.10 each for the year ended 31st March 2019(Rs. 2 per Equity Share for the year ended 31st March 2018). The total dividend on EquityShares including dividend tax for FY 2018-19 would aggregate to Rs. 2524 lacs.

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

TRANSFER TO RESERVE

The Board of Directors have decided to retain the entire amount of Rs 17361 Lacs inthe Statement of profit and loss.

MANAGEMENT DISCUSSION AND ANALYSIS

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

ECONOMIC ENVIRONMENT

Global economy in 2018 grew at 3.7% touching its peak in first half of the year andlater tapering down marginally. US led tariff actions de-railed the global trade growth insecond half of the year while economic sanctions imposed by US on Iran and Venezuelasupported rise in crude oil prices that impacted growth of importing countries. Higherenergy prices coupled with consistent hikes in Fed Rate supported increase in inflationglobally.

Economic growth is expected to decline marginally in 2019 with growth in advancedeconomies projected below 2%. Slowdown in trade may remain with continuation ofprotectionist policies led by US and China. Crude oil prices are projected to be in therange of $60-70/barrel. Elections across emerging markets (India Indonesia PhilippinesThailand Nigeria and South Africa) and Europe (Greece Poland Ukraine) may temporarilyslow down the pace of economic growth. Protectionism and external debt management ofEmerging Markets and Developing Economies (EMDEs) amidst 'Capital Flight' may remain askey risk to be managed.

India's GDP growth slipped marginally in FY 2018-19 at 7% compared to 7.2% in FY2017-18 on account of trade slowdown higher import bill though it remained the fastestgrowing economies amongst the EMDEs. Manufacturing capacity utilization increased butprivate investment pickup was moderate. Increase in global crude oil prices leading tohigh import bill paid in USD kept pressure on Rupee throughout the year. Indian economywitnessed stabilization of GST besides significant steps being undertaken towardsresolution of problems associated with nonperforming assets of the banks and furtherliberalization of foreign direct investments. This has further strengthened the reformsmomentum and has resulted in increased economic activities across the organized sectors ofthe Indian economy.

India is expected to continue with its growth trajectory (7.3% in FY 2019-20) led byconsumption rural development infrastructure investment expansion of manufacturingactivities and with greater political certainty following the elections. Crude oil pricesare likely to remain high and pressure on INR is likely to continue due to a strongdollar keeping pressure on Government finances.

Apparent steel use in India grew by 7% in FY 2018-19 over FY 201718 crossing 104million MT mark driven primarily by increase in flat product steel use. Indian steeldemand is likely to remain healthy however India will become net importer of steel againdue to expected rise in imports. Capacity utilization of steel manufacturers in FY 2018-19increased to 80% (5% higher than previous year) and is expected to further improve onaccount of resolution of stressed assets.

Tinplate consumption in India grew by 6% in FY 2018-19 primarily driven by paints andaerosol end use segments growing at ~8% each. Tin Free Steel (TFS) for crown caps alsoincreased considerably by 18% on the back of domestic consumption and increasing exportorders with Indian Crown fabricators. Demand from Oil Can one of the largest end usesegments was much lower than expected as fillers chose alternate packaging medium owingto steep increase in tinplate price. India witnessed its highest ever imports of Tinplatein FY 2018-19 with a growth of 14% while domestic production remained marginally higher inFY 2018-19.

PERFORMANCE

During the year under review the operational performance of the Company marginallyimproved achieving all-time high production of 357600 MT. Sales of finished goodsmarginally declined to 359500 MT on account of lower exports due to lower internationalprices. However domestic sales crossed the 300000 MT barrier achieving an all-time high.The Company's EBITDA (Earnings before interest taxes depreciation and amortization) forFY 2018-19 is Rs. 16244 lacs as compared to Rs.18044 lacs in FY 2017-18 mainly due tohigher cost of raw materials. Consequently profit after tax decreased from Rs. 7316 lacsin FY 2017-18 to Rs. 5800 lacs in FY 2018-19.

The Company from July 2017 had started procuring its raw material and selling finishedgoods on its own account and had discontinued the conversion arrangement with Tata Steel.In view of this transition and coupled with price escalation the turnover of the Companyin FY 2018-19 had significantly increased and is not comparable with that of the previousyears.

The Company's domestic sales increased to 302000 MT from 293000 MT in FY 2017-18helping in retaining the domestic market share of 45%. Company's sales to end-use segmentssuch as paints and crown grew by 32% and 75% respectively. In the present financial yearthe Company attained much higher level of Customer satisfaction through its efforts forimprovement in product quality delivery performance and complaints handling mechanism.

The Company launched its branded tin cans - "PAXEL" in domestic market forMultinational Companies edible oil brands through a Service & Solution Partners [SSP]at Kandla. This is one of the initiatives taken by the Company to protect the Company'smarket share in Oil can market in light of growing competition. In addition it improvesCompany's knowledge and skill sets while interacting with the brand owners directly. PAXELsales ramped up through Q4 and recorded sales of 22 lacs cans in FY 2018-19.

About 16% of the Company's production was exported to neighboring countries MiddleEast SE Asia Europe and parts of Africa. Exports at 57100 MT were 17% lower compared toprevious financial year owing to subdued international prices in Q1 FY 2018-19. The yearalso witnessed an all-time high sales into Africa on the back of winning some of the Food& General Line businesses in Tunisia.

The Company also increased its sales of new products by 45% over the previous yearwhile sales to new markets increased by 22%. Conversion of Conipails & Drums fromtraditionally used CRCA steel to Electrolytic Tinplate (ETP) has been well accepted bysome of the top industrial paints and chemical brands resulting in an increase of 140% insales of these products. These initiatives would go a long way in protecting Company'sdomestic market share.

SAFETY HEALTH AND ENVIRONMENT

Your Company is committed to ensuring zero harm to employees to any person in theCompany premises and to the community. Safety has been considered as one of the keyperformance indicators of the Company and Employees' health and safety is accorded highestpriority by the Company. Safety and occupational health responsibilities are integral toyour Company's business processes as laid down in the Company's Safety & HealthPolicy Standards and Working procedures. In order to enhance safety in the workplace theCompany is continuously focusing on improved training new initiatives and communications.

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 201819 the Lost Time Injury Frequency rate is at 0.40.

As a process the Company has been continuously monitoring the health of the employeeswith respect to the work environment and no significant deficiencies in workplace healthand hygiene conditions have been observed.

Through adoption of sustainable practices your Company is committed to minimizing theenvironmental impact of its operations. Approved Rainwater harvesting plan has beenimplemented at hospital and is under progress at works. Efforts are being made to reducefumes in workplace by installation of fume extraction system and improve air ventilation.The major focus areas are - water conservation reduction in emission / effluents wasteminimization energy management and tree plantation. Actions to reduce carbon footprintthrough reduction in energy and fuel consumption have been continued in the year FY201819 as well.

MEETINGS OF THE BOARD AND ITS COMMITTEES BOARD MEETINGS

In the last financial year i.e. FY 2018-19 the Board of Directors met five times. Theintervening gap between the meetings was within the limits prescribed under the Act andSEBI Regulations 2015. The details of the Board Meetings are provided in the CorporateGovernance Report forming part of this Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has adopted a policy on familiarization programme for independentdirectors. All new Independent Directors (IDs) inducted into the Board are presented withan overview of the Company's business operations products organization structures andabout the Board constitution and its procedures. Details of the familiarization programfor Independent Directors can be accessed athttp://www.tatatinplate.com/content/pdf/corporate-governance/IndependentDirectorFamiliarizationEducationProgramme.pdf

BOARD EVALUATION

In compliance with the provisions of the Act and SEBI Regulations 2015 the process andcriteria for annual performance evaluation of the Board its Committees and individualDirectors had been laid down by the Nomination and Remuneration Committee and the Board ofDirectors of the Company. In adherence to the statutory requirement the Board of Directorshave carried out an evaluation of its own performance its Committees and that of itsindividual Directors.

Various aspects had been covered under the evaluation process which included Boardstructure and composition frequency of Board Meetings participation in the long termstrategic planning contribution to and monitoring of corporate governance practices andthe fulfilment of Directors' obligation and fiduciary responsibilities including but notlimited to active participation at the Board and Committee meetings.

The Independent Directors at their meeting reviewed the performance of the BoardChairman of the Board and of NonExecutive Directors. Nomination and Remuneration Committeeat 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 evaluation process of the Board is based on constructive relationship between theBoard and the Management and it communicates to all stakeholders about the Board'saccountability for its performance and thus strengthening the sense of responsibilityamong its stakeholders. The evaluation process demonstrates the Board's commitment towardsbest practice and its confidence towards the ethical standards of the Company.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS SENIOR MANAGEMENT AND OTHERDETAILS

The Board of Directors of the Company in adherence to Section 178(3) of the Act andconsidering the recommendation of the Nomination and Remuneration Committee has adoptedthe following two policies:

1. Policy on Appointment and Removal of Directors

2. Remuneration Policy of Directors KMPs and others

The details of the above two policies forms part of this report as Annexure 2 and arealso available at http://www.tatatinplate.com/content/pdf/policies/appointment-removal-policy.pdf and http://www.tatatinplate.com/content/pdf/policies/remuneration-policy. pdf respectively.

PARTICULARS OF EMPLOYEES

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 3(a). 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 thisreports as Annexure 3(b).

INDEPENDENT DIRECTORS' DECLARATION

In compliance with Section 149(7) of the Act and SEBI Regulations 2015 all IndependentDirectors have given declaration that they meet the criteria of independence as laid downunder Section 149(6) of the Act and Regulation 16(1 )(b) and 25(8) of the SEBIRegulations 2015.

DIRECTORS

CESSATION

Mr Tarun Kumar Daga had stepped down from the office of Managing Director as well asfrom the Board of Directors of the Company with effect from 10th Jully 2018. Mr Dagajoined the Company in the year 1997 and was appointed as the Managing Director in the year2009. The Board of Directors of the Company places on record their deep sense ofappreciation towards the valuable contribution made by Mr. Daga during his long tenure inthe Company and as the Managing Director.

APPOINTMENT & RE-APPOINTMENTS

Consequent upon Mr Tarun Kumar Daga ceasing to be the Managing Director of the Companywith effect from 10th Jully 2018 the Board of Directors based on recommendation of theNomination and Remuneration Committee appointed Mr R N Murthy as the Managing Directorwith effect from 10th July 2018 for a period of three years. The appointment is subjectto the approval of the Members of the Company at the ensuing AGM of the Company. The Boardseeks support from the Members in confirming the appointment of Mr R N Murthy as ManagingDirector.

As per the provisions of the Act and Articles of Association of the Company Mr. AnandSen retires by rotation in the ensuing AGM and being eligible seeks re-appointment. TheBoard recommends and seeks your support in confirming re-appointment of Mr. Anand Sen.

Dr Sougata Ray and Mr B N Samal were appointed as the Independent Directors of theCompany on 5th September 2014 and 22nd January 2015 respectively. The five year tenureof Dr Ray's and Mr Samal's directorship in the Company ends on 4th September 2019 and21st January 2020 respectively. The Nomination and Remuneration Committee and the Boardconsidering the contribution of both the Independent Directors is of opinion that theyshould be re-appointed for another term. The Board after considering the contribution ofboth the Independent Directors during their tenure and the recommendation of theNomination and Remuneration Committee recommends the re-appointment of Dr Ray and Mr Samalfor another term as specifically mentioned in the statement to the notice of the ensuingAGM. The Board seeks support from the Members in approving their re-appointment by passingthe relevant special resolutions which form part of the notice convening the ensuing AGM.

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.

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. Sanjay Kumar Shrivastav - Chief Financial Officer
iii. Mr. Kaushik Seal - Company Secretary

The remuneration and other details of the KMPs for FY 2018-19 are provided in theExtract of the Annual Return which forms part of this Directors' Report.

AUDIT COMMITTEE

The Audit Committee was constituted in the year 1987. Presently the Audit Committeecomprises of Mr. Dipak Kumar Banerjee Chairman (Independent Director) Dr. Sougata Ray(Independent Director) Ms. Atrayee Sanyal (Non-executive Director) and Mr Subir Bose(Independent Director) as Members. Mr Subir Bose was appointed as the Member of the AuditCommittee with effect from 14th September 2018.

The Committee has adopted a 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.

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.

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 as on 31st March2019.

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 confirm that :

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there were no material departures;

ii. that we have selected such accounting policies and applied them consistently andmade judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

iii. that proper and sufficient care has been taken 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. that the annual accounts have been prepared on a going concern basis;

v. that proper internal financial controls were laid down and that such internalfinancial controls were adequate and were operating effectively; and

vi. that proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Board of Directors of the Company had adopted a Vigil Mechanism comprising ofWhistle Blower Policy for Directors employees and vendors of the Company. Whistle BlowerPolicy is a mechanism through which Directors employees and vendors can report concernsabout unethical actual or suspected fraud or violation of Company's code of conduct orethics to the Ethics Counsellor / Chairman Audit Committee thereby ensuring that theactivities of the Company are conducted in a fair and transparent manner. The said policyis available at the Company's website at http://www.tatatinplate.com/content/pdf/policies/vigil-policy.pdf

CORPORATE SOCIAL RESPONSIBILITY POLICY

In alignment with Tata Group's core purpose service to community has been part of theCompany's commitment. Over the years the Company has put in place a well-defined processin the key thrust areas of education employability skill development and health care.With the enforcement of Section 135 of the Act the Company's initiatives towardsCorporate Social Responsibility have been suitably focused. The main purpose of theCompany's CSR activities is to improve the quality of life of people through long termvalue creation. The brief outline of the CSR policy and the CSR initiatives undertaken bythe Company during the financial year under review are provided in the 'Annual Report onCorporate Social Responsibility Activities 2018-19' forming part of this report asAnnexure 4. The Policy adopted by the Company can be viewed athttp://www.tatatinplate.com/content/pdf/policies/ CorporateSocialResponsibilityPolicy.pdf.For other details regarding CSR Committee refer to the Corporate Governance Report whichforms part of this report.

The average net profit of the Company for the last 3 (three) years was Rs. 8954.60lacs. As against the minimum statutory requirement of 2% of the aforesaid amount i.e. Rs.179.09 lacs the Company has spent Rs. 187.00 lacs during FY 2018-19.

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 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 investments are incompliance with Section 186 of the Act. The loans provided to employees are also incompliance with Section 186 of the Act.

RELATED PARTY TRANSACTIONS

In compliance with the provisions of the Act and the SEBI Regulations 2015 all relatedparty transactions had been placed before the Audit Committee for approval. The relatedparty transactions entered into by the Company during FY 2018-19 were at arm's length andin the ordinary course of business and hence do not fall under the ambit of Section 188(1)of the Act. The information pertaining to related parties pursuant to Section 134(3)(h) ofthe Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are provided in FormAOC-2 as Annexure 5 of this report.

The details of material related party transaction entered into by the Company during FY2018-19 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 AGM of the Company held on 3rd July 2018 had approved the materialrelated party transaction relating to purchase of Hot Rolled Coils (HRC) from Tata SteelLtd (TSL) for an amount not exceeding Rs. 2000 crores for FY 2018-19 and for subsequentfinancial years. However during FY 201819 the value of HRC purchased from TSL was Rs.2051.82 crores which exceeded the approved value by Rs 51.82 crores. In compliance withthe statutory requirement prior approval of the Audit Committee was sought to purchase HRCfrom TSL in excess of the approved limit of Rs. 2000 crores and the Board while approvingsuch purchase had recommended the shareholders to approve the excess value of HRCpurchased from TSL in the forthcoming AGM of the Company.

The Members are further informed that considering the increase in price of HRC thevalue of HRC required to be purchased from TSL in FY 2019-20 and for subsequent financialyears is estimated to be Rs 2500 crs per annum.

Hence in order to comply with the requirement of SEBI Regulations 2015 the Boardrecommends to the shareholders for approving the material related party transaction ofpurchasing HRC amounting to Rs.2500 crores from TSL in respect of FY 2019-20 and forsubsequential financial year at the forthcoming AGM of the Company.

As per Regulation 34(3) of SEBI Regulations 2015 the related party disclosure has beenmade part of this Report.

RISK MANAGEMENT

Inherent uncertainties and risks exist in a Company's operational environment and theyemerge on a regular basis. One of the key factors in determining a Company's capacity tocreate sustainable value is the risks that the Company is willing to take (at strategicand operational levels) and its ability to manage them effectively. Your Company has anestablished Risk Management process which focuses on ensuring that the risks areidentified on a timely basis and are suitably mitigated. The Board of Directors of theCompany has adopted a Risk Management Policy and in adherence to the same the Managementhad developed an ERM framework which has helped the Company in identifying the enterpriselevel risk along with mitigation strategies. The development and implementation of therisk management system has been covered in the Management Discussion and Analysis sectionwhich forms a part of this Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits nor does the Company has anyoutstanding deposits under Section 73 of the Act read with Companies (Acceptance ofDeposit) Rules 2014 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 WORK PLACE (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 2018-19 the Company has received one complaint on sexual harassment which isunder investigation.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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 effectively. 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 systemcertifications 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 Report.

In compliance with Section 143(3)(i) of the Act the Statutory Auditors have issued anunmodified report on the Internal Financial Control with reference to the FinancialStatements which forms part of the Independent Auditors' Report forming part of thisAnnual Report.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of the SEBI Regulations 2015 the Corporate GovernanceReport has been made a part of this Report as Annexure 7.

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.

AUDITORS

Statutory Auditors

At the Annual General Meeting of the Company held on 25th July 2017 the shareholdershad appointed Price Waterhouse & Co Chartered Accountants LLP (Price Waterhouse)Chartered Accountants (Firm Registration No. 304026E /E300009) as Statutory Auditors ofthe Company to hold office till the conclusion of the 103rd AGM of the Company to be heldin the year 2022 subject to ratification of their appointment by Members at every AGM ifso required under the Act and on such remuneration as may be mutually decided between theBoard of Directors and the Auditors plus reimbursement of out of pocket expensestravelling and living expenses. The requirement to place the matter relating toappointment of auditors for ratification by Members at every AGM has been done away by theCompanies (Amendment) Act 2017 with effect from May 7 2018. Accordingly no resolutionis being proposed for ratification of appointment of statutory auditors at the ensuing AGMand a note in respect of the same has been included in the Notice for this AGM.

Cost Auditors

The Company is required under Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time to have the audit of itscost records for products covered under the Companies (Cost Records and Audit) Rules 2014conductd by a Cost Acountant in practice. In adherence to the statutory requirement theCompany maintains cost records and 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 as the Cost Auditor of the Company for audit of the costrecords maintained by the Company for the year ended 31st March 2020. Pursuant to Section148 of the Act read with Rule 14 of Companies (Audit and Auditors) Rules 2014ratification of the remuneration of Cost Auditors is being sought from the Members of theCompany at the ensuing AGM.

The due date for filing the Cost Audit Report of the Company for the financial yearended March 31 2018 was September 30 2018 and the same was filed in XBRL mode on August14 2018.

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 KLabh & Co. Company Secretaries as the Secretarial Auditor to conduct secretarialaudit of the Company for FY 2018-19. The Report of Secretarial Auditor for FY 2018-19 isannexed to this report as Annexure 8.

Auditors' Report and Secretarial Auditors' Report

The Auditors' Report and Secretarial Auditors' Report does not contain anyqualification 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.

EXTRACT OF ANNUAL RETURN

In compliance with Section 92(3) of the Act an extract of Annual Return for FY 2018-19in the prescribed format is appended to this report as Annexure 9. The same has also beenplaced at the Company's website at www.tatatinplate.com in terms of the provisions ofSection 134(3)(a) of the Act.

SECRETARIAL STANDARDS

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

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.

There was no change in the nature of business during FY 201819. The Company does nothave any subsidiary joint venture or associate.

ACKNOWLEDGEMENTS

The Directors would like to place on record their appreciation for Senior LeadershipTeam and all the employees of the Company for their efforts and contribution to theCompany'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
Kolkata Chairman
15th April 2019 DIN :00004989