METALIKS - Bombay Stock · PDF fileDirectors' Report 18 Management Discussion and Analysis...

Corporate Information 2

Chairman's Statement 5

Consolidation 6

Notice of Annual General Meeting 8

Directors' Report 18

Management Discussion and Analysis Report 25

Corporate Governance Report 29

Standalone Financial Statements

Independent Auditors' Report 39

Balance Sheet 44

Statement of Profit & Loss 45

Cash Flow Statement 46

Notes to the Financial Statements 48

Consolidated Financial Statements

Consolidated Independent Auditors' Report 74

Balance Sheet 75

Statement of Profit & Loss 76

Cash Flow Statement 77

Notes to the Consolidated Financial Statements 79

Calendars 105

24TH ANNUAL GENERAL MEETING

Date : Wednesday, 10 September, 2014 Time : 3.00 p.m. Venue : Rotary Sadan, Rotary Children's Welfare Trust, 94/2, Chowringhee Road, Kolkata - 700 020

Important information : As a measure of economy, copies of the Annual Report will not be distributed at the Annual General Meeting. Shareholders are requested to bring their copies in the meeting.

METALIKS24TH ANNUAL REPORT 2013-2014

BOARD OF DIRECTORS(As on 21 July, 2014)

Mr. Koushik Chatterjee - Chairman Mr. Sanjiv Paul - Managing DirectorMr. D P Deshpande Mr. V. S. N. MurtyMr. Ashok Kumar BasuMr. Krishnava DuttDr. Pingali Venugopal

MANAGEMENT(As on 21 July, 2014)

Mr. Sanjiv Paul Managing DirectorMr. Subhra Sengupta Chief Financial OfficerMr. Rajesh Mishra Executive Vice PresidentMr. Kalyan Chatterji Vice President (Projects & Business Opportunity)Mr. Debasish Mishra Vice President (Operations) Ms. Ratna Sinha Chief HRMMr. Sankar Bhattacharya Chief Corporate Governance & Company Secretary

CIN No. L27310WB1990PLC050000

BANKERS State Bank of India DBS Bank IDBI Bank Indusind Bank HDFC Bank Central Bank Bank of Baroda ICICI Bank Axis Bank ING Vysya Bank AUDITORS M/s Deloitte Haskins & Sells Chartered Accountants Kolkata.

SHARE REGISTRARS M/s R & D Infotech Pvt. Ltd. 7A, Beltala Road Kolkata - 700 026

CORPORATE INFORMATION

INVESTOR SERVICE CENTRE

Tata Metaliks Limited Registrar & Share Transfer Agent Tata Centre, 10th Floor M/s R & D Infotech Pvt. Ltd. 43, Jawaharlal Nehru Road 7A, Beltala Road Kolkata - 700 071 Kolkata - 700 026 Phone : + 91 33 6613 4205 Phone : +91 33 2419 2641 Fax : +91 33 2288 4372 Fax : +91 33 2419 2642 Email : [email protected] Email : [email protected]

COMMITTEES OF BOARD(As on 21 July 2014)

Audit Committee

Mr. Krishnava Dutt - Chairman

Mr. V.S.N.Murty - Member

Mr. Ashok Kumar Basu - Member

Stakeholders Relationship CommitteeMr. Ashok Kumar Basu - Chairman

Mr. Sanjiv Paul - Member

Dr. Pingali Venugopal - Member

Nomination and Remuneration Committee

Dr. Pingali Venugopal - Chairman

Mr. Koushik Chatterjee - Member

Mr.Krishnava Dutta - Member

21 July, 2014

Dear Shareholder,

The Ministry of Corporate Affairs has taken a "Green Initiative" in Corporate allowing paperless compliances by Companies through electronic mode and has issued circulars on 21.4.2011 and 29.4.2011 stating that Companies can now send various notices and documents, including Annual Report, to its shareholders through electronic mode to the registered e-mail addresses of shareholders.

Your Company proposes to send future communication / documents to you at the e-mail address, as registered with the Depository Participants (DPs)/Company/Registrars & Share Transfer Agents.

Members who are holding Equity Shares in demat mode are requested to register their email ID with their Depository Participants immediately, if already not registered.

Members who are holding Equity Shares in physical form should send a scanned copy of their letter requesting for registering / changing their existing email ID, bearing the signature of the sole / first shareholder on [email protected]. Members are also requested to convert their physical holding to demat.

OR

Such members holding Equity shares in physical form can also write to the Registrar and Share Transfer Agent of the Company at their following address and inform their email ID quoting their folio number. The letter should be signed by the sole/first holder as per the specimen signature recorded with the Registrar and Share Transfer Agent.

M/s R & D Infotech Pvt. Ltd.7A, Beltala Road Kolkata - 700 026

Phone : +91-33-24192641Telefax : +91-33-24192642

E-mail : [email protected] / [email protected] : www.rdinfotech.org

We seek your support to enable the Company to not only reduce paper consumption but also related costs. As a shareholder, this is your opportunity to support this initiative of the Government and contribute towards a Greener Environment.

Please note that as a member of the Company, you will be entitled to be furnished free of cost with a copy of such communication / document upon receipt of a requisition from you.

The Annual Report of your Company for Financial Year 2013-14 alongwith all future communication / documents would also be made available on the Company's website : www.tatametaliks.com

Thanking you

Yours sincerely

For Tata Metaliks Limited

Sankar BhattacharyaChief Corporate Governance & Company Secretary

GREEN INITIATIVE

METALIKS

Dear Shareholders,The Financial Year 2013-14 saw slowdown in the Indian economy with second consecutive year of sub 5% GDP growth, muted business confidence and an uncertain macroeconomic environment. The negative sentiment affected the iron and steel industry and its end sectors as well. With 6% lower sales of automobiles in the financial year 2013-14 compared to previous year, contraction of 0.7% in manufacturing and 1.4% in mining sectors, and lacklustre infrastructure activity, inflationary pressure and regulatory bottleneck have dampened sector growth rate including foundry industry. As a result, there was reduced demand and increased pressure on prices in the pig iron business. However, India has a huge potential to grow and be one of the most competitive nations of the future. With the new government in place, there is an expectation that the economy will recover from sluggish growth driven by the investment led economic policies promoting industrialisation and urbanisation in the country.

Despite the challenging industry scenario, your Company showed improvement in all areas like pig iron production and sales, ductile iron pipe production and sales, and other key operating parameters, viz., sinter production, coke rate, DI pipe yield, etc. Tata Metaliks DI Pipes Limited, the Company’s wholly owned subsidiary involved in the Ductile Iron (DI) pipe business, managed to significantly improve its production and sales performances and reported quarterly profit for the first time during Q4 of the year. On a consolidated basis, for the first time since commercial start-up of DI pipe plant, your

Company turned into black and ended 2013-14 with a profit of ` 9.47 crores against a loss of ` 113.90 crores in 2012-13.

While the demand for DI pipes is expected to increase in the backdrop of higher Government spending on basic water and sanitation in the country due to urbanisation, the company will need to significantly enhance its processes and efficiencies to capture this opportunity. The increased competition in the Pig Iron industry (both from private players as well as from the state owned steel plants), and volatility in economic environment continues to pose serious challenges on the long term sustainability of the pig iron industry. The Company would need to continue its efforts towards reducing the debt and strengthening its presence in the profitable market segments in the future including market differentiation through brands.

I would like to take this opportunity to express my sincere gratitude to all our shareholders, customers, suppliers and other stakeholders for their continued support and confidence in the Company and the management. I would also like to thank the unions for maintaining harmonious industrial relations, and the employees, the management team and my colleagues in the Board of Directors for their significant contribution to the Company.

Koushik Chatterjee21 July, 2014 Chairman

CHAIRMAN’S STATEMENT


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CONSOLIDATION

Business Scenario The world Gross Domestic Product (GDP) witnessed a mere 3% growth in 2013, compared to 3.2% in 2012. The continued economic slowdown in India and an uncertain macroeconomic environment resulted in sub 5% GDP growth for the second year in succession and adversely affected the iron and steel industry in FY’14. A 6% lower sale in the automobile sector, contraction of 0.7% in manufacturing and 1.4% in mining sectors coupled with mediocre infrastructure activity hit the overall growth rate. The resultant slow down adversely affected the foundry business which in turn led to reduced demand for pig iron and also put pressure on price.

Despite this, both Tata Metaliks Limited (TML) and its wholly owned subsidiary Tata Metaliks DI Pipes Limited (TMDIPL) showed significant growth in production and sales of both pig iron and ductile iron pipes. Hot metal production went up by 37% to 4,06,486 t (previous year 2,96,107 t) and sales increased by 52% from 2,73,514 t in previous year to 4,15,158 t during this year. Significant improvement in working capital management and reduction in debt from Rs 547 crore to Rs 441 crore helped Kharagpur operations to earn a profit after tax of Rs 66.98 crore on a 34% higher turnover of Rs 1,284.49 crore.

TMDIPL also showed a quantum jump in Ductile Iron (DI) pipe production of 54% from a level of 61,748 t in the previous year to 95,864 t this year. DI pipe sales, keeping pace with production, touched 97,808 t this year from 60,629 t in the previous year, a whopping increase of 61%. TMDIPL made significant improvement during the year and turned in a profit for the first time during Q4 of the financial year enabling TML to report a consolidated profit after tax of Rs 9.47 crore for the first time since inception of the DI Pipe Company.

Raw MaterialsPig iron industry is severely impacted on the iron ore front due to ban on iron ore mining in one state or the other. Being situated in the East, TML procures its iron ore from mines in Odisha and Jharkhand and the prices are determined by the rates decided by Odisha Minerals Corporation (OMC).Iron ore lump prices in Odisha dropped by 7.5% in Q2 and remained at that level through Q3 and Q4 of FY’14. Iron ore fines prices however, increased by a staggering 38% during the year putting huge pressure on the margins.

International coke prices showed considerable volatility during the course of the year. From a high of USD 290/t cfr in Apr’13, it reduced to USD 246/t in July’13 but started moving upwards again in Q3 to reach a level of USD 276/t in Dec’13. Thereafter, coke price started softening and reached a low of USD 215/t in Mar’14. Domestic Coke manufacturers, by and large, followed the International trend, albeit at a higher price trajectory.

One of the bigger challenges facing the Company in the raw material area was to reduce foreign currency exposure as it was heavily dependent on imported coke for its operations. In order to reduce the effects of high volatility in currency, the Logistics and Supply Chain Management team resorted to a judicious mix of procurement from imported and domestic sources. To reduce the

procurement batch quantity, imported consignments were shared with Tata Steel. Also, coal was imported and converted into coke through long term agreements. All these initiatives coupled with strict inventory management helped in controlling costs.

Availability of low phos iron ore also became a challenge during the course of the year as it is critical, not only for manufacture of high end Pig Iron but also to produce the right chemistry hot metal for the DI Plant. Blast furnace trials were conducted using magnetite ore in small proportions as the availability of haematite ore was an issue.

OperationsSet up with an investment of approx. Rs 120 crore, the sinter plant was commissioned during first quarter of FY’14 and all efforts were focused to stabilize the sinter plant operation. It is noteworthy that the sinter plant achieved its rated capacityin its very first year of operation with a productivity of over 1.3 t/m2/day. The availability of quality sinter and a stable blast furnace operation helped in surpassing the hot metal production target of 4,02,767 t and finish at 4,06,486 t which is an all time high production record in the history of TML.

Several improvement initiatives were undertaken in the plant which paid rich dividends in terms of increased production and productivity, better yields and reduction in costs.

Production of DI pipes at TMDIPL also showed a quantum jump of 54% at 95,389 t during the year compared to 61,748 t in the previous year. Other key operational parameters like rejection, yield, consumption norms etc also showed marked improvement.

Performance at MarketplacePig iron demand continued to remain depressed throughout FY’14 due to slowdown in engineering, infrastructure and automobile industries and low GDP growth. In Q4FY’14, consumption of Foundry Grade Pig Iron was adversely affected due to partial substitution by Basic Grade and low Silicon Pig Iron and scrap. The situation was further aggravated due to over-supply in domestic market of steel grade Pig Iron from RINL, NINL, Mesco and Bokaro Steel Plant, and supply of very high silicon (5 – 8% Si) sand cast iron in Howrah from nearby Ferro Alloy plants and railway sleepers in Punjab. These low cost materials challenged the demand of Foundry Grade Pig Iron and continuously created pressure on NR.

During FY’14, TML experienced adverse market conditions in Q1, with marginal improvement trends from end of Q2 till Q4. During the last financial year, the Company focused on markets which gave high realization. Customized pig iron having higher value addition was produced and marketed. This led to reduced pressure on foundry grade volumes and prices. To improve average NR, sales was maximized in freight friendly high NR markets by enhancing dispatches in East and North India and also controlled sales to direct customers in West & South India and Export. Sales targeted to get long-term direct customers manufacturing auto castings, pipes and pumps were also increased. Although the export sales increased by 85%, it was only 4% of the total sales.

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For FY’14 as a whole, combined sale of Pig Iron and Molten Metal was 4,15,158 t, an increase of 51% over FY’13 of 2,73,514 t.

TML’s branded product, Tata eFee, has been well received in the market. TML also manufactured and supplied value-added customised grade pig iron to several customers. Further, the attention to each and every customer complaint and resolving the same to the satisfaction of the customer expeditiously was never overlooked.

TMDIPL also showed significant improvement in sales of 97,808 t during the year as against 60,629 t in the previous year, a significant increase of 61%.

Focus on exports is a priority for TMDIPL for which, apart from setting up dedicated manufacturing stations and stockyard, stringent quality control procedures have been established.

TMDIPL has branded its DI Pipe as Tata Ductura. The name consists of ‘Duct’ from the Ductile and tura from ventura which means “happiness" and "contentment"-a product which assures not just reliability but happiness and contentment.

FinancialsThe turnover of TML on standalone basis for the year was Rs 1,287.59 crore as against Rs 966.59 crore in the previous year, an increase of 33 %. TML’s Kharagpur unit made a profit after tax of Rs 66.98 crore whereas the Redi unit suffered a loss of Rs 28.38 crore mainly due to loss on sale of assets. On a consolidated basis including TMDIPL, the profit after tax was Rs 9.47 crore in the current year as against a consolidated loss of Rs 113.90 crore in the previous year.

TMDIPL achieved a sales figure of Rs 518.37 crore during the year as against sales of Rs 323.73 crore in the previous year. TMDIPL reduced its losses to Rs 29.12 crore this year as against Rs 59.36 crore in the previous year. TMDIPL showed significant improvement quarter on quarter and made its maiden quarterly profit of Rs. 1.66 crore in Q4.

Redi PlantThe Redi plant operations are suspended since October 2011. The assets at the Redi unit, excluding land, were sold through auction and the loss on sale of assets is Rs 20.81 crore. The total loss at Redi plant for the year is Rs 28.38 crore. Efforts are on for the sale of Redi land.

SafetyThe Company launched the Safety Excellence Journey, spear headed by the Tata Steel Safety Department, in both TML and TMDIPL. The Loss Time Injury Frequency Rate (LTIFR) has reduced significantly to 0.8 7in FY’14 from 1.143 in the previous year, without any fatalities. Last year’s slogan was ‘Safety, Quality and Housekeeping’. Great emphasis was laid on training the employees of Service Providers. ‘Safety Stewards’ were appointed to monitor safety practices continuously in both the plants.

Environment ManagementThe year also witnessed initiatives to make the environment cleaner and greener through proper upkeep and maintenance of

all Electrostatic precipitators and bag filters. Continuous efforts are on to improve waste management, waste water recycling, water conservation and rainwater harvesting. With proper utilization of the blast furnace gas the consumption of fossil fuel has reduced. About 3,200 trees were planted within the Kharagpur Works during the year.

Corporate Social Responsibility & Affirmative ActionThe Company believes in sustainable development through operational excellence and adequate focus on Corporate Social Responsibility (CSR) and community development. The Company along with many of its employee volunteers carried out CSR activities in the communities near the plant at Kharagpur which include education, training, health care and self-employment.

To drive the CSR initiatives, TML has formed the 'Sadbhavana’ Trust. The Chairman of the trust is the Managing Director of TML and it is volunteered by officers and employees at all levels. The Affirmative Action (AA) Committee comprising the senior management, is set firmly on the path to assist the SC/ST communities under five broad initiatives namely Employment, Employability, Entrepreneurship, Education and Health. TML has adopted one village “Kunjochowk” where 100% of the community belongs to SC/ST. In order to fulfill the objectives of “Sadbhavna Trust & AA Committee”, a full year plan is laid out at the beginning of the year and a budget is allocated for implementing those initiatives.

Future OutlookFor the coming financial year, both the Companies are firmly set to march ahead by setting enhanced targets in production and sales volume and achieve better price realization and higher operational efficiencies.

However, over-supply and lower demand of pig iron is expected to continue during the first half of FY’15. Pig iron margin may also come under pressure due to cost push on account of higher iron ore prices and 2.5% import duty on imported coal and coke. However, in the second half, the situation is expected to improve, as demand forecast shows improvement from sectors like automobile and construction.

TML and TMDIPL aim to achieve enhanced performance in the market through its branded products “Tata eFee” and “Tata Ductura” respectively. TMDIPL is set to achieve sustained performance supported by robust demand for DI pipes due to proposed investment in water and sanitation sector.

The company is embarking on a capital expenditure plan for increasing capacities, improving operational efficiencies and manufacturing value added products. The company intends to set up a 1,20,000 tpa capacity non recovery type Coke Ovens plant on BOOT basis for which about 22 acres of free hold land have been purchased. The site work will start as soon as the Environment Clearance is obtained from West Bengal Pollution Control Board (WBPCB). A 10 MW Power Plant will be set up utilising the waste flue gases from the Coke Ovens. Company’s growth plan envisages various other projects for which TML is in discussion with WBIDC for 300 acres of additional land.


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NOTICETHE TWENTY FOURTH ANNUAL GENERAL MEETING OF TATA METALIKS LIMITED will be held at Rotary Sadan, Rotary Children Welfare Trust, 94/2, Chowringhee Road, Kolkata – 700 020 on Wednesday, the 10 September, 2014 at 3.00 p.m. to transact the following business :

1. To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended 31 March, 2014 and the Balance Sheet as at that date together with the Reports of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Mr. D P Deshpande (DIN: 02526471), who retires by rotation and is eligible for re-appointment.

3. Appointment of Auditors

To consider and if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution:-

“RESOLVED THAT pursuant to the provisions of Section-139 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and Rules framed thereunder, as amended from time to time, Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 302009E), be and is hereby re-appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (“AGM”) till the conclusion of the twenty seventh AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM), at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors.”

4. Appointment of Mr. Krishnava Dutt as an Independent Director

To consider and, if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution:-

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules framed thereunder read with Schedule IV of the Act, as amended from time to time, Mr. Krishnava Dutt (DIN : 02792753), a non-executive director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company with effect from 10 September, 2014 up to 9 September, 2019.”

5. Appointment of Mr. Ashok Kumar Basu as an Independent Director


“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules framed thereunder read with Schedule IV of the Act, as amended from time to time, Mr. Ashok Kumar Basu (DIN : 01411191), a non-executive director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company with effect from 10 September, 2014 up to 23 March, 2017.”

6. Appointment of Dr. Pingali Venugopal as an Independent Director


“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules framed there under read with Schedule IV of the Act, as amended from time to time, Dr. Pingali Venugopal (DIN: 05166520), a non-executive director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company with effect from 10 September, 2014 up to 9 September, 2019.”

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7. Ratification of Cost Auditors’ remuneration


“RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Rules framed there under, as amended from time to time, the Company hereby ratifies the remuneration of Rs. 1.50 lakhs (Rupees one lakh fifty thousand) plus out-of pocket expenses payable to M/s. Shome & Banerjee, who are appointed as Cost Auditors of the Company to conduct Cost Audits relating to such businesses of the Company as may be ordered by the Central Government under the Act and the Rules framed there under, for the year ending 31 March, 2015.”

8. Increase in borrowing limits from Rs. 350 crores to Rs. 400 crores or the aggregate of the paid up capital and free reserves of the Company, whichever is higher.

To consider and, if thought fit, to pass the following Resolution as a Special Resolution :

“RESOLVED THAT in supersession of all the earlier resolutions passed by the shareholders of the Company in this regard, pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, as amended from time to time, and the Articles of Association of the Company, the consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee thereof) for borrowing, from time to time, any sum or sums of monies which together with the monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate of the paid up capital of the Company and its free reserves provided that the total amount so borrowed by the Board shall not at any time exceed Rs. 400 crores or the aggregate of the paid up capital and free reserves of the Company, whichever is higher.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things, to execute all such documents, instruments and writings as may be required to give effect to this Resolution.”

9. Creation of Charges on the movable and immovable properties of the Company, both present and future, in respect of borrowings.

To consider and, if thought fit, to pass the following Resolution as a Special Resolution :

“RESOLVED THAT in supersession of all the earlier resolutions passed by shareholders of the Company in this regard, pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, as amended from time to time, consent of the Company be and is hereby given to the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee thereof) to create such charges, mortgages and hypothecations in addition to the existing charges, mortgages and hypothecations created by the Company, on such movable and immovable properties, both present and future, and in such manner as the Board may deem fit, together with power to take over the substantial assets of the Company in certain events in favour of banks / financial institutions, other investing agencies to secure rupee/foreign currency loans and / or the issue of debentures whether partly/fully convertible or non-convertible and/or securities linked to Ordinary Shares / ‘A’ Ordinary Shares and/or rupee/foreign currency convertible bonds and/or foreign currency bonds and/or bonds with share warrants attached (hereinafter collectively referred to as “Loans”) provided that the total amount of Loans together with interest thereon, additional interest, compound interest, liquidated damages, commitment charges, premium on pre-payment or on redemption, costs, charges, expenses and all other monies payable by the Company in respect of the said Loans for which the charge is to be created, shall not, at any time exceed ` 400 crores or the aggregate of the paid up capital and free reserves of the Company, whichever is higher.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things, to execute all such documents, instruments and writings as may be required to give effect to this Resolution.”

NOTICE (Contd.)


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NOTES :

(a) The relative Explanatory Statement, pursuant to Section 102 of the Act, in respect of the businesses mentioned under item nos. 3 to 9 above, are annexed hereto. The relevant details of Directors seeking appointments / re-appointment under item nos. 4, 5 and 6 above, as required by Clause 49 of the Listing Agreement entered into with the Stock Exchanges are also annexed;

(b) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Proxies, in order to be effective, must be received at the Company’s Registered Office not less than 48 (forty eight) hours before the meeting. Members are requested to note that a person can act as a proxy on behalf of members not exceeding 50 (fifty) and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder;

(c) The Register of Members and Share Transfer Books of the Company will be closed from Friday, the 5 September, 2014 to Wednesday, the 10 September, 2014 (both days inclusive).

(d) Shareholders desiring any information as regards the Accounts are requested to write to the Company at an early date so as to enable the management to keep the information ready at the meeting.

(e) As per the provisions of the Act, facility for making nominations is available to the members in respect of the shares held by them. Nomination forms can be obtained from the Company’s Share Registrars and Transfer Agents by Members holding shares in physical form. Members holding shares in electronic form may obtain Nomination forms from their respective Depository Participants.

(f) Members, who have not yet encashed their dividend warrant(s) for the financial year 2006-07 and onwards, are requested to make their claims to the Company accordingly, without any further delay. It may kindly be noted that the unclaimed dividends from the financial year 2000-2001 to 2005-06 have already been transferred to the Investors Education & Protection Fund.

(g) In accordance with the Act read with the relevant Rules, the Annual Reports are sent by electronic mode to those members whose shareholding is in dematerialized format and whose email ID are registered with the Depository for communication purposes. To support the “Green Initiative”, the Members who have not yet registered their e-mail ID are requested to register their email ID addresses with R&D Infotech Pvt. Ltd., 1st Floor, 7A, Beltala Road, Kolkata – 700 026, the Company’s Registrars and Transfer Agents.

Process for Members opting for e-voting is as under :

In compliance with the provisions of Section 108 of the Act and the relevant Rules framed thereunder, the Members are provided with the facility to exercise their vote at the 24th AGM by electronic means and the business may be transacted through e-voting services provided by National Securities Depository Ltd. (NSDL).

The instructions for e-voting are as under :

A. In case a Member receives an e-mail from NSDL (for Members whose e-mail addresses are registered with the Company/ Depositories) :

i. Open the e-mail and also open PDF file namely “TML e-voting.pdf” with your Client ID or Folio No. as password. The said PDF file contains your user ID and password for e-voting. Please note that the password is an initial password.

NOTICE (Contd.)

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ii. Open the internet browser and type the following URL: https://www.evoting.nsdl.com.

iii. Click on Shareholder – Login.

iv. If you are already registered with NSDL for e-voting then you can use your existing user ID and password.

v. If you are logging in for the first time, please enter the user ID and password provided in the PDF file attached with the e-mail as initial password.

vi. The Password Change Menu will appear on your screen. Change to a new password of your choice, make sure that it contains a minimum of 8 digits or characters or a combination of both. Please take utmost care to keep your password confidential.

vii. Once the e-voting home page opens, click on e-voting> Active Voting Cycles.

viii. Select “EVEN” (E-Voting Event Number) of Tata Metaliks Limited which is 100667. Now you are ready for e-voting as Cast Vote page opens.

ix. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

x. Upon confirmation, the message “Vote cast successfully” will be displayed.

xi. Once the vote on the resolution is cast, the Member shall not be allowed to change it subsequently.

xii. Institutional shareholders (i.e., other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG format) of the relevant Board Resolution/Authority letter, etc., together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutineer through e-mail to [email protected] with a copy marked to [email protected].

xiii. In case of any queries, you may refer the Frequently Asked Questions (FAQs) – Shareholders and e-voting user manual – Shareholders, available at downloads section of www.evoting.nsdl.com.

B. In case a Member receives physical copy of Notice of AGM (for Members whose email addresses are not registered with the Company / Depositories) :

i. Initial password is provided in the enclosed ballot form: EVEN (E-Voting Event Number), user ID and password.

ii. Please follow all steps from SI. No. (ii) to SI. No. (xiii) above, to cast vote.

C. Other Instructions :

i. The e-voting period commences on Tuesday, 2 September, 2014 (9.00 a.m. 1ST) and ends on Thursday, 4 September, 2014 (5.30 p.m. 1ST). During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on 1 August, 2014, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he shall not be allowed to change it subsequently.

ii. The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company as on 1 August, 2014 and as per the Register of Members of the Company.

iii. Mr. Mrityunjoy Seal, Advocate, Calcutta High Court has been appointed as the Scrutineer to scrutinize the e-voting process (including the Ballot Form received from the Members who do not have access to the e-voting process) in a fair and transparent manner.

NOTICE (Contd.)


12

iv. The Scrutineer shall, within a period of not exceeding three working days from the conclusion of the e-voting period, unblock the votes in the presence of at least two witnesses not in the employment of the Company and make a Scrutineer’s Report of the votes cast in favor or against, if any, forthwith to the Chairman of the Company.

v. Members who do not have access to e-voting facility may send duly completed Ballot Form (enclosed with the Annual Report) so as to reach the Scrutineer appointed by the Board of Directors of the Company, at R&D Infotech Pvt. Ltd. 1st Floor, 7A, Beltala Road, Kolkata – 700 026 in the enclosed postage pre-paid self-addressed envelope, not later than Thursday, 4 September, 2014 (5.30 p.m. IST). Ballot Forms deposited in person or sent by post or courier at the expense of the Member will also be accepted. The duly completed Ballot Form should reach the Scrutineer not later than Thursday, 4 September, 2014 (5.30 p.m. IST). Ballot Form received after this date will be treated as invalid. A Member can opt for only one mode of voting i.e., either through e-voting or by Ballot. If a Member casts votes by both modes, then voting done through e-voting shall prevail and Ballot shall be treated as invalid.

vi. The results declared along with the Scrutineer’s Report shall be placed on the Company’s website www.tatametaliks.com and on the website of NSDL www.evoting.nsdl.com within two days of the passing of the resolutions at the 24th AGM of the Company on Wednesday, 10 September, 2014 and communicated to the BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed.

By Order of the Board of Directors

Sankar BhattacharyaChief Corporate Governance &

Mumbai, 21 July, 2014 Company Secretary

Registered Office :Tata Centre, 10th Floor43, Jawahar Lal Nehru RoadKolkata – 700 071CIN : L27310WB1990PLC050000Website: www.tatametaliks.com

NOTICE (Contd.)

13

Explanatory Statement(Pursuant to Section 102 of the Companies Act, 2013 ("Act")

As required by Section 102 of the Act the following Explanatory Statements set out all material facts relating to the business mentioned under Item Nos. 3 to 9 of the accompanying Notice dated 21 July, 2014.

Item No. 3 :

DHS has been the Auditors of the Company since 13 July, 2007 and will be completing a term of seven years in September 2014. As per the provisions of Section 139 of the Act, no listed company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. Section 139 of the Act has also provided a period of three years from the date of commencement of the Act to comply with this requirement.

In view of the above, DHS, being eligible for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors has, at its meeting held on 24 April, 2014, proposed the appointment of DHS as the statutory auditors of the Company for a period of three years to hold office from the conclusion of this AGM till the conclusion of the Twenty Seventh AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM).

The Board commends the Resolution at Item No. 3 for approval by the Members.

None of the Directors or Key Managerial Personnel (KMP) or relatives of directors and KMP is concerned or interested in the Resolution at Item No. 3 of the Notice.

Item Nos. 4

Mr. Krishnava Dutt has been a Non-Executive Director of the Company since 5 July, 2012 and is considered as an Independent Director under Clause 49 of the Listing Agreement. He is the Managing Partner of Udwadia Udeshi & Argus Partner, a leading law firm based in Mumbai and also Director on the Board of several other Indian companies.

As per the provisions of Section 149 of the Act, which has come into force with effect from 1 April, 2014, an independent director shall hold office for a term of up to 5 (five) consecutive years on the Board of a company and is not liable to retire by rotation. Mr. Dutt has given a declaration to the Board that he meets the criteria of independence as provided under Section 149 (6) of the Act.

The matter regarding appointment of Mr. Dutt as Independent Director was placed before the Nomination and Remuneration Committee, which commends his appointment as an Independent Director up to 9 September, 2019. In the opinion of the Board, Mr. Dutt fulfills the conditions specified in the Act and the Rules framed there under for appointment as Independent Director and he is independent of the management.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Dutt as Independent Director is now being placed before the Members in general meeting for their approval.

The terms and conditions of appointment of Independent Directors shall be open for inspection by the members at the Registered Office during normal business hours on any working day of the Company.

Mr. Dutt is interested and concerned in the Resolution mentioned at Item No. 4 of the Notice. Other than Mr. Dutt, no other Director, Key Managerial Personnel or their respective relatives are concerned or interested in the Resolution mentioned at Item No. 4 of the Notice.

Item No. 5

Mr. Ashok Kumar Basu has been a Non-Executive Director of the Company since 29 March, 2007 and is considered as an Independent Director under Clause 49 of the Listing Agreement. He is also Director on the Board of several other Indian companies.

As per the provisions of Section 149 of the Act, which has come into force with effect from 1 April, 2014, an Independent Director shall hold office for a term of up to 5 (five) consecutive years on the Board of a company and is not liable to retire by rotation.

NOTICE (Contd.)


14

Mr. Basu has given a declaration to the Board that he meets the criteria of independence as provided under Section 149 (6) of the Act.

The matter regarding appointment of Mr. Basu as Independent Director was placed before the Nomination and Remuneration Committee, which commends his appointment as an Independent Director up to 23 March, 2017 when he will retire as per the Tata Group Policy on Retirement of Directors adopted by the Company. In the opinion of the Board, Mr. Basu fulfills the conditions specified in the Act and the Rules framed there under for appointment as Independent Director and he is independent of the management.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Basu as Independent Director is now being placed before the Members in general meeting for their approval.


Mr. Basu is interested and concerned in the Resolution mentioned at Item No.5 of the Notice. Other than Mr. Basu, no other Director, Key Managerial Personnel or their respective relatives are concerned or interested in the Resolution mentioned at Item No. 5 of the Notice.

Item No. 6

Dr. Pingali Venugopal has been a Non-Executive Director of the Company since 5 January, 2012 and is considered as an Independent Director under Clause 49 of the Listing Agreement.

As per provisions of Section 149 of the Act, which has come into force with effect from 1 April, 2014, an Independent Director shall hold office for a term of up to 5 (five) consecutive years on the Board of a company and is not liable to retire by rotation. Dr. Venugopal has given a declaration to the Board that he meets the criteria of independence as provided under Section 149 (6) of the Act.

The matter regarding appointment of Dr. Venugopal as Independent Director was placed before the Nomination and Remuneration Committee, which commends his appointment as an Independent Director up to 9 September, 2019. In the opinion of the Board, Dr. Venugopal fulfills the conditions specified in the Act and the Rules framed there under for appointment as Independent Director and he is independent of the management.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Dr. Venugopal as Independent Director is now being placed before the Members in general meeting for their approval.


Dr. Venugopal is interested and concerned in the Resolution mentioned at Item No. 6 of the Notice. Other than Dr. Venugopal, no other Director, Key Managerial Personnel or their respective relatives are concerned or interested in the Resolution mentioned at Item No. 6 of the Notice.

Item No. 7

The Company is directed under Section 148 of the Act to have the audit of its cost records conducted by a Cost Accountant in practice. The Board of your Company has, on the recommendation of the Audit Committee, approved the appointment of M/s.

NOTICE (Contd.)

15

Shome & Banerjee, Cost Accountant as the Cost Auditors to conduct Cost Audits relating to such businesses of the Company as may be ordered by the Central Government under the Act and the Rules framed there under for the year ending 31 March, 2015, at a remuneration of Rs. 1.50 lakhs (Rupees one lakh fifty thousand) plus out of pocket expenses.

M/s. Shome & Banerjee, Cost Accountant have furnished a certificate regarding their eligibility for appointment as Cost Auditors of the Company.

M/s. Shome & Banerjee have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years under the provisions of the Companies Act, 1956.

The Board has approved the remuneration of Rs. 1.50 lakhs plus out of pocket expenses to M/s. Shome & Banerjee as the Cost Auditors and the ratification of the shareholders is sought for the same by an Ordinary Resolution at Item No. 7.

The Resolution at Item No. 7 is commended for approval by the Members.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives are concerned or interested in the Resolution mentioned at Item No. 7 of the Notice.

Item No. 8

Under the erstwhile Section 293(1)(d) of the Companies Act, 1956, the Board of Directors of a Company could, with the consent of the shareholders obtained by an Ordinary Resolution, borrow monies, apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business, in excess of the aggregate of paid-up capital and free reserves of the Company, that is to say, reserves not set apart for any specific purpose. Under the provisions of Section 180(1)(c) of the Act, which were made effective from 12 September, 2013, the above powers can be exercised by the Board only with the consent of the shareholders obtained by a Special Resolution. Further, as per the Circular dated 25 March, 2014 issued by the Ministry of Corporate Affairs, the Ordinary Resolution earlier passed under Section 293(1)(d) of the Companies Act, 1956 will remain valid for a period of one year from the date of notification of Section 180 of the Act, i.e. up to 11 September, 2014. As such, it is necessary to obtain fresh approval of the shareholders by means of a Special Resolution, to enable the Board of Directors of the Company to borrow moneys, apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business, in excess of the paid up capital and free reserves of the Company.

The shareholders of the Company, through resolution dated 24 September, 2010 had accorded their consent to the Board of Directors for borrowing up to Rs. 350 crores or the aggregate of the paid up capital and free reserves of the Company, that is to say, reserves not set apart for any specific purpose at the relevant time, whichever is higher. It is proposed to increase the borrowing limits to enable the Directors to borrow monies, provided that the total amount so borrowed by the Board shall not at any time exceed Rs. 400 crores or the aggregate of the paid up capital and free reserves of the Company, whichever is higher. The Company shall ensure that the debt equity ratio of the Company, at all times, will be within prudent limits. It is necessary to obtain fresh approval of the shareholders by means of a Special Resolution.

The Board recommends the Resolution at Item No.8 of the Notice for approval of the shareholders by a Special Resolution.


Item No. 9

Under the erstwhile Section 293(1)(a) of the Companies Act, 1956, the Board of Directors of a Company could, with the consent of the shareholders obtained by an Ordinary Resolution, create charge / mortgage/ hypothecation on the Company’s assets,

NOTICE (Contd.)


16

both present and future, in favour of the lenders etc., to secure the repayment of monies borrowed by the Company (including temporary loans obtained from the Company’s Bankers in the ordinary course of business). The shareholders of the Company, through resolution dated 21 August, 1997 had accorded their consent to the Board of Directors for creation of charges/mortgages/hypothecations of all the movable and immovable properties of the Company wheresoever situate, present and future and the whole or substantially the whole of the undertaking of the Company in favour of the lenders etc.

Under the provisions of Section 180(1)(a) of the Act, which were made effective from 12 September, 2013, the above powers can be exercised by the Board only with the consent of the shareholders obtained by a Special Resolution. Further, as per the Circular dated 25 March, 2014 issued by the Ministry of Corporate Affairs, the Ordinary Resolution earlier passed under Section 293(1)(a) of the Companies Act, 1956 will remain valid for a period of one year from the date of notification of Section 180 of the Act, i.e. up to 11 September, 2014. As such, it is necessary to obtain fresh approval of the shareholders by means of a Special Resolution, to enable the Board of Directors of the Company to create charge/ mortgage/ hypothecation on the Company’s assets, both present and future, in favour of the lenders etc., to secure the repayment of monies borrowed by the Company (including temporary loans obtained from the Company’s Bankers in the ordinary course of business). It is therefore, necessary to obtain members’ approval by way of a Special Resolution under Section 180(1)(a) of the Act for creation of charges / mortgages / hypothecations for an amount not exceeding Rs. 400 crores or the aggregate of the paid up capital and free reserves of the Company, whichever is higher. The proposed borrowings of the Company may, if necessary, be secured by way of charge/ mortgage/ hypothecation on the Company’s assets in favour of the lenders etc., as mentioned in the Resolution at Item No. 9. As the documents to be executed between the lenders / security holders/ trustees for the holders of the said securities and the Company may contain provisions to take over substantial assets of the Company in certain events, it is necessary to pass a Special Resolution under Section 180(1)(a) of the Act, for creation of charges / mortgages / hypothecations for an amount not exceeding Rs. 400 crores or the aggregate of the paid up capital and free reserves of the Company, whichever is higher.

The Board recommends the Resolution at Item No. 9 of the Notice for approval of the shareholders by a Special Resolution.


By Order of the Board of Directors

Sankar BhattacharyaChief Corporate Governance &

Mumbai, 21 July, 2014 Company Secretary

Registered Office :Tata Centre, 10th Floor43, Jawahar Lal Nehru RoadKolkata – 700 071CIN : L27310WB1990PLC050000Website: www.tatametaliks.com

NOTICE (Contd.)

17

Details of the Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting(in pursuance of Clause 49 of the Listing Agreement)

Name of Directors Mr. D P Deshpande Mr. Krishnava Dutt Mr. Ashok Kumar Basu Dr. Pingali VenugopalDIN No. 02526471 02792753 01411191 05166520Date of Birth 04-10-1956 16-10-1973 24-03-1942 11-05-1958Date of Appointment 01-04-2012 05-07-2012 29-03-2007 05-01-2012Expertise in specific functional areas

Chemical Engineering Corporate Law IAS, Retired Management

Qualifications B Tech, PGDBM, XLRI, Jamshedpur

B.Sc. LLB B.A. (Hons), I.A.S • Fellow Programme in Management

• PGDM-IIM, Ahmedabad

• BSC (Agriculture)Directorships held in other public companies (excluding foreign companies)

Tata Sponge Iron Limited • Himadri Chemicals & Industries Ltd.

• Caprihans (India) Ltd.• Macmet India Ltd.• Balrampur Chini Mills

Ltd.• Tata Metaliks DI Pipes

Ltd.

• Tinplate Co. of (I) Ltd.• Tata Power Co. Ltd.• Visa Power Ltd.• JSW Bengal Steel Ltd.• Tata Power Delhi

Distribution Ltd.• Maithon Power Ltd.• Tata Metaliks DI Pipes

Ltd.

NIL

Membership/ Chairmanship of Committees of other public companies (includes only Audit Committees (AC) and Stakeholders Relationship Committee (SRC)

Nil Caprihans (India) Ltd.• SRC - MemberBalrampur Chini Mills Ltd.• SRC - MemberTata Metaliks Ltd.• AC - Chairman

Tinplate Co. of (I) Ltd.• AC - Member• SRC - ChairmanVisa Power Ltd.• AC - MemberJSW Bengal Steel Ltd.• AC - MemberTata Metaliks Ltd.• AC - Member • SRC - ChairmanTata MetaliksDI Pipes Ltd.• AC - Member Maithon Power Ltd.• AC - ChairmanTata Power DelhiDistribution Ltd.• AC - Chairman

Tata Metaliks Ltd.• SRC - Member

Shareholdings inthe Company

Nil Nil Nil Nil

NOTICE (Contd.)


18

Dear Shareholders,Your Directors are pleased to present their 24th Annual Report of the working of the Company along with the Statement of Accounts for the financial year ended 31 March, 2014.

Financial Results

Particulars Stand-alone ConsolidatedYear ended 31.03.2014

Year ended 31.03.2013



Gross Income from sales and other operations 1287.59 966.59 1547.55 1083.50Profit / (Loss) before Interest, Depreciation and Taxes 73.32 (19.03) 76.57 (46.96)Less : Interest 25.53 19.41 42.67 38.72Profit/(Loss) before Depreciation and Taxes 47.79 (38.44) 33.90 (85.68)Less : Depreciation 15.84 16.10 31.08 28.23Profit / (Loss) before Taxes 31.95 (54.54) 2.82 (113.91)Less : Provision for Taxes including deferred taxes (6.65) – (6.65) –Profit / (Loss) after Taxes 38.60 (54.54) 9.47 (113.91)Less : Minority Interest – – – (26.80)Profit / (Loss) after Tax and Minority Interest 38.60 (54.54) 9.47 (87.11)Profit / (Loss) and loss credit balance brought forward (141.61) (87.07) (237.90) (150.79)Balance to be carried forward (103.01) (141.61) (228.43) (237.90)

DIRECTORS'REPORT

19

DIRECTORS' REPORT (Contd.)

Dividend

Your company has made a consolidated profit for the first time after commencement of commercial operation of DI pipe plant. Your company has several investment plans lined up for improvement of operational efficiency and it also needs to reduce its debt substantially. Accordingly, your Directors are not in a position to recommend any dividend for 2013-14.

Performance

During the year under review the company focused on stabilizing the sinter plant which was commissioned during first quarter of 2013-14. The sinter plant surpassed its rated productivity of 1.2 t/m2/day and operated consistently over 1.3 t/m2/day. The availability of the sinter and stable blast furnace operation helped in surpassing the hot metal production target of 4.02 lakhs tonnes and finish at 4.06 lakh tonnes which is a record in the production history of your Company since its inception as far as Kharagpur operations is concerned.

The Company has made a Profit after Tax (PBT) of ` 38.60 crores compared to a loss of ` 54.54 crores in the previous year on stand-alone basis. The profit on consolidated basis is ` 9.47 crores compared to a loss of ` 113.90 crores of the previous year. The stand-alone profit is after adjustment of losses of ` 28.38 crores which was mainly due to loss on sale of plant and machineries of Redi unit. The Kharagpur unit made a profit of ` 60.00 crores and this was achieved due to highest ever production, better realization in second half and controlled raw materials cost. The losses of subsidiary were mainly due to lower net realization as well as lower capacity utilization in first half. However, the subsidiary has made its maiden profit of about ` 1.60 crores during last quarter through overall improvement in performance. The production of cast ductile iron pipes has crossed 100,000 tonnes during the year under review.

Customer Focus

Customer focus is something which your Company always strives to achieve through its Customer Relationship Management and Customer Complaint Management processes. Your Company developed an improved version of its branded product, Tata eFee, during the year, which not only improved productivity of pig iron production process but also had improved physical attributes for the benefit of the customers. In order to strengthen its customer relationship, your Company manufactured and supplied value-added customised grades pig iron to several customers. Further, attending to each and every customer complaint and resolving

the same to the satisfaction of the customer is an attribute which your Company practiced at all times.

Industry Outlook

The over-supply and lower demand of pig iron is expected to continue during first half of 2014-15. However, cost pressure on account of higher iron ore prices and also import duty of 2.5% on imported coal/coke may result in some price increase of pig iron. Pig Iron demand is expected to be better in second half of the year as demand is expected to improve in some of key sectors like automobile, construction, etc. and also the over-supply situation may get eased out with shifting of some of the steel grade pig iron manufacturers from pig iron to finished steel.

On account of low demand, capacities in the foundry industry are currently under-utilized except those who export sanitary castings from eastern India. In the next four years, castings industry is destined to grow with growth in automobile, farm equipment, construction and pipe sectors. The Indian foundry industry has a bright future and is poised to grow with growth in sectors using castings including exports and is expected to be only second to China in near term. While demand for castings would look up, it is imperative that foundries adopt newer cost efficient and greener technologies to remain competitive in the global market.

Expansion Projects

Your Company is in the process of expanding its business operation and improving its operational costs and efficiencies through the following projects which are in the pipeline:

• Coke Oven Project on BOOT basis having a capacity of 10,000 tonnes/month BF grade coke. This project is likely to be commissioned by Q4 of FY-16;

• 10 MW Power Plant utilising the exhaust flue gases from Coke Oven and this is likely to be commissioned by Q1 of FY-17;

• Relining and enhancement of capacity of MBF#1 which is likely to be completed by Q4 of FY-16; and

• Coal Dust Injection (“CDI”) project which is likely to be commissioned by Q1 of FY-17.

Amalgamation

As reported last year, your Directors approved amalgamation of the Company with its holding Company i.e. Tata Steel Limited. The Company has filed the Confirmation Petition


20

before the Hon’ble High Court, Calcutta and the same is pending for approval at present.

The amalgamation, if approved, will be advantageous and beneficial to all stakeholders of your Company.

Consolidated Financial Statements

The consolidated financial statement presented by the Company includes financial information of its subsidiaries prepared in compliance with applicable Accounting Standards. MCA vide its Circular No. 5/12/2007-CL-III dated February 8, 2011 has granted general exemption under section 212(8) of the Companies Act, 1956 from attaching the balance sheet, profit & loss account and other documents of the subsidiary companies to the balance sheet of the Company, provided certain conditions are fulfilled. Accordingly, annual accounts of the subsidiary company and the related detailed information will be made available to the holding and subsidiary company’s investors seeking such information at any point of time. The annual accounts of the subsidiary company will also be kept for inspection by any investor at the Registered Office of the Company.

Subsidiary

Your Company has one wholly owned subsidiary i.e. Tata Metaliks DI Pipes Limited (“TMDIPL”) [formerly known as Tata Metaliks Kubota Pipes Limited]. TMDIPL is also in the process of amalgamation with Tata Steel Limited and its Confirmation Petition is also pending for approval before the Hon’ble High Court, Calcutta at present. As reported earlier, TMDIPL, the subsidiary company has significantly improved its operational and financial performance in the last year and is going to add value to the combined entity going forward. The market for DI pipe is expected to witness robust growth because of the expected investments in infrastructure and rapid urbanization.

Directors

• Mr. D P Deshpande retires by rotation and being eligible offers himself for re-appointment;

• In accordance with the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013 (“Act”) and Rules framed thereunder, it is proposed to appoint Mr. Krishnava Dutt, Mr. Ashok Kumar Basu and Dr. Pingali Venugopal, who are currently non-executive independent directors of the Company and who meet the criteria for independence as provided in Section 149(6) of the Act, as Independent Directors for a period of 5 (five) years wherever applicable from the date of the ensuing Annual General Meeting.

The Board recommends re-appointment of Mr. D P Deshpande and appointment of Mr. Krishnava Dutt, Mr. Ashok Kumar Basu and Dr. Pingali Venugopal.

• Mr. Dipak Banerjee has resigned from the Board w.e.f. 15 June, 2014. The Board of Directors placed on record its sincere appreciation, thanks and gratitude for his contribution to the Company.

Auditors

M/s Deloitte Haskins & Sells, Chartered Accountants, who are the statutory auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Pursuant to provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, it is proposed to appoint Deloitte Haskins & Sells as statutory auditors of the Company from the conclusion of the ensuing AGM till the conclusion of the 27th AGM to be held in the year 2017, subject to annual ratification by members at Annual General Meeting.

Corporate Social Responsibility

The Board constituted a Corporate Social Responsibility Committee comprising of three directors of which two are non-executives. The Chairman of the Committee is an Independent Director.

The terms of reference and scope of work is same as prescribed in Section 135 of the Companies Act, 2013 and the Rules framed thereunder.

In line with the values of Tata Group, your Company also considers its interests to be inseparable from that of the requirements of the community. Guided by the principle of its Founder that "In a free enterprise, the community is not just another stakeholder in business, but is in fact very purpose of its existence", your Company has always involved itself in activities which benefit the residents of the areas around its operations and improve their quality of life. Company’s involvement in the community with its direct interaction with the residents and assessment of issues/risks faced by those living in the Company’s surrounding areas has helped in delivering a community-focused CSR strategy – making positive changes to the lives of the people.

The company through its Affirmative Action (AA) initiatives is also committed to directly conducting or supporting activities to ensure an equal footing for socially and economically disadvantaged sections in the country at large, and specifically the Scheduled Caste and Scheduled Tribe communities.


21

Reconstitution of Committees

The Remuneration Committee and the Shareholders'/Investors' Grievance Committee of the Board were reconstituted and renamed as Nomination and Remuneration Committee and Stakeholders Relationship Committee complying with the requirements of the provisions of the Companies Act, 2013 and the Rules framed thereunder.

Prevention of Sexual Harassment at Workplace

The Company has constituted Internal Complaints Committee in compliance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. There was no case to dispose of as the Committee has received NIL complaint during the year. Various workshops were organized in the Company to promote awareness to employees on this subject.

Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo

As required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, particulars regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are annexed to this report.

Particulars of Employees

The information required under Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder, in respect of the employees of the Company, and in terms of Section 219(1)(b)(iv) is available for inspection by Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM and if any Member is interested in obtaining a copy thereof, such Member may write to the Company, whereupon a copy would be sent.

Directors’ Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations from the Operating

Management, confirm that :

(i) In the preparation of annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of your company for that period;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) They have prepared the annual accounts on a going concern basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement executed with the Stock Exchanges, a separate section on Corporate Governance along with reports on Management Discussion & Analysis and Auditors’ Certificate regarding compliance of conditions of Corporate Governance are made part of this Report.

Note of Appreciation

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/contractors, bankers, employees, government agencies, local authorities and the immediate society for their un-stinted support and co-operation during the year.

On behalf of the Board of Directors

Place : Mumbai Koushik ChatterjeeDate : 21 July, 2014 Chairman



22

COMPLIANCE TO CODE OF CONDUCT

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE CODE OF CONDUCT

This is to confirm that the Company has adopted Tata Code of Conduct for its employees including the Managing Director and Whole-time Directors. In addition, the Company has adopted the Tata Code of Conduct for Non-Executive Directors. Both these Codes are posted on the Company’s website www.tatametaliks.com.

I confirm that the Company has in respect of the financial year ended 31 March, 2014, received from the senior management team of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them.

For the purpose of this declaration, Senior Management Team means the Members of the Management one level below the Managing Director as on 31 March, 2014.

For Tata Metaliks Limited

Mumbai Sanjiv Paul21 July, 2014 Managing Director

ANNEXURE 'A' TO THE DIRECTORS’ REPORTPARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

A) CONSERVATION OF ENERGY

The Plant incorporates the latest technology for the conservation of energy. Particulars with respect to conservation of Energy are given in Form – A enclosed.

B) TECHNOLOGY ABSORPTION

Particulars with respect to Technology Absorption are given in Form – B enclosed.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

2013-14Rs. Lakh

2012-13Rs. Lakh

EARNINGSExport of pig iron through export house, sale proceeds having been/to be realized in Rupees

NIL NIL

OUTGOValue of Imports ( C.I.F) 19472.99 29288.63Interest 281.72 574.92Travelling abroad 2.47 0.60Consultancy 11.25 139.35Others 3.91 1.27

DIRECTORS' REPORT

23


FORM - A

Form for disclosure of particulars with respect to conservation of energy

2013-14` Lacs

2012-13` Lacs

Reasons for variation

A) POWER AND FUEL CONSUMPTION1) Electricity

a) Purchased

Units (Lakh KWH) 298.59 85.36 Due to Sinter Plant Operation with effect from 4 April, 2013

Total amount (` in Lacs) 1,910.15 698.05

Cost/Units (Rs/KWH) 6.40 8.18 Lower rebate

b) Own Generation

i) Through diesel generation

Units (Lakh KWH) 3.049 4.802

Units per ltr of High Speed Diesel (KWH) 3.42 3.12

Cost/Unit (`/KWH) 16.62 15.58

ii) Thorough steam turbine / generator

Units (Lakh KWH) 538.987 431.873

Units per ltr of Light Diesel Oil (KWH) 116.07 98.61

Cost/Unit (`/KWH) 0.49 0.49

2) High Speed Diesel Oil

Quantity (K.ltrs) 782.619 726.747

Total amount (` Lakhs) 444.27 353.39

Average rate (` /K.ltrs.) 56,768 48,627 Increase of cost

B) CONSUMPTION PER UNIT OF PRODUCTION PER TONNE OF PIG IRONElectricity (KWH) 211.00 180.94 Primarily due

to Sinter Plant Operation

High Speed Diesel Oil (Liters) 1.96 2.52


24

FORM B

Form for disclosure of particulars with respect to Technology Absorption: 2013-14

RESEARCH AND DEVELOPMENT (R&D)

1. Specific areas in which R &D carried out by the Company Improved version of Tata effe developed with help of Tata Steel R & D and launched in the market.

2. Benefits derived as a result of the above R &D Productivity improvement in blast furnace operation.3. Future plan of action In F.Y. 2014-15, R&D shall continue to improve the

competitive position by pursuing research related to existing operations as well as its future needs.

4. Expenditure on R & Da) Capitalb) Recurringc) Totald) Total R & D expenditure as a percentage of total turnover NIL

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION1. Efforts, in brief, made towards absorption, adaptation and

innovationImprove the blowing efficiency of the mini blast furnace & optimisation of raw material mix at sinter plant to improve the bed permeability.

2. Benefits derived as a result of the above efforts, e.g. product, improvement, cost reduction, product developments, import substitution etc.

Overall productivity in the operating system has gone up by improving the productivity of Sinter Plant and Blast Furnace

3. In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year) following information may be furnished

No such imported technology used.

a) Technology importedb) Year of importc) Has technology been fully absorbed?d) If not fully absorbed, areas where this has not taken

place, reasons therefore and future plans of action.

25

A. Industry Structure and Developments

The economy expanded second year at sub 5% growth rate in the financial year 2013-14 due to various reasons attributable to domestic uncertainties and global slowdown. The expansion in 2013-14 at 4.7% was slower than an official estimate of 4.9% but higher than 4.5% growth a year earlier. Although domestic steel consumption grew at a CAGR of 7% during the last five years, it grew only at 0.6% during 2013-14 as a result of sluggish demand from automobiles, engineering, construction and infrastructure sectors. Lower economic activity in the country due to political uncertainty added to the problems of iron and steel manufacturers. Iron ore situation was also unchanged in the country with limited mining activity in Karnataka, Goa and Odisha.

Pig iron industry continued to witness slowdown in tandem with the economy as the foundry industry faced similar issues of restricted demand. Casting production in the country remained sluggish due to slowdown in requirement of auto components, engineering goods and sanitary castings. Reduced global demand of pig iron and lower domestic castings demand coupled with high pig iron supplies from integrated steel plants (steel as well as foundry grades) created an overall depressed scenario for foundry grade pig iron.

With formation of stable government at the Centre, it is expected that the economy will improve. While the stock market has already shown high degree of optimism in Q1 2014-15, any significant improvement in demand in iron and steel may take a little longer and show up once investments in infrastructure and construction industries start coming in. Passenger car segment of the automobile industry is already showing results with increased sales for most of the car manufacturers, which is a good signal for pig iron producers. Pig iron consumption is projected to grow almost at the GDP growth rate for the next four years. Demand for castings will be supported by anticipated improvement in growth in the automobiles segment especially the tractor industry driven by rising rural income levels. Strong demand from the pipes and fittings industry is also likely to boost pig iron demand. Further, one of the state-owned integrated steel producers is expected to cut its pig iron sale drastically in the second half of 2014-15, which will help in correcting the over-supply situation in the pig iron industry.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

MANAGEMENTDISCUSSIONAND ANALYSIS REPORT


26

B. Pig Iron, Coke and Iron Ore Price Scenario I. Pig Iron Price Indian pig iron market, which had started showing a downtrend from Oct 2012 due to slowdown in global pig iron

market as well as slowdown in domestic castings market, continued moving southwards for almost ten months. With good monsoon and some improvement in user sectors, prices of pig iron started picking up in Q3 2013-14 and remained at a slightly better level compared to first half of 2013-14.

Pig iron is a commodity and the value addition over raw materials is low. Therefore, prices of key raw materials, viz., coking coal, coke and iron ore, impact the prices of pig iron. Apart from this, both domestic as well as global demand of pig iron has a direct correlation with its prices. Demand of pig iron depends not only on the performance of the user industries, i.e., castings and steel making, but also on the availability of scrap in the domestic and global markets. All these factors had a mixed impact on pig iron prices during 2013-14 with prices remaining low in the beginning but improving by about 6% during May’13 to Jan’14.

II. Coke Price International coke prices showed a sinusoidal wave pattern during the course of year 2013-14. The prices in Q2

declined to a level of USD 246/t CFR in Jul’13 from a high of USD 290/t in Apr’13, but started moving upwards again in Q3 when it reached a level of USD 276/t in Dec’13. Subsequent to that, coke price started softening and reached a low level of USD 215/t in Mar’14 which helped the pig iron manufacturers to partially offset the adverse impact of low demand of castings in the market.

In the domestic market, coke manufacturers lowered their price in Q4 2013-14 according to demand and prevailing low international coke prices. This softening is continuing in the current year 2014-15. However, imposition of customs duty of 2.5% on imported coal/coke in the budget of 2014-15 will have adverse impact on the input cost.

III. Iron Ore Price Although iron ore lump prices dropped by 7.5% in Q2 and remained at that level through Q3 and Q4 of 2013-14, iron

ore fines prices have been increased by whopping 38% during the year putting pressure on the margins. Iron ore lump prices have been increased by 24% with effect from 1 July 2014 which will have significant cost impact on pig iron. Further, with mining ban in several mines in Odisha in May’14, availability of low phosphorous ore is a concern in the current year 2014-15.

C. Financial Performance Company’s production of pig iron showed a significant increase of 38% from 398,405 tonnes in 2013-14 compared to

288,512 tonnes in the previous year. On the sales front, Company’s performance was even better, an increase of 51%, as it sold 415,148 tonnes of pig iron and molten metal in 2013-14 compared to 273,514 tonnes achieved in the previous year. This sale enabled the Company to achieve a turnover of ` 1287.59 crores in 2013-14 compared to ` 966.59 crores in the previous year. Kharagpur business unit showed 150% increase in profit in 2013-14 to ` 60.33 crores from ` 24.12 crores in 2012-13. However, the closed Redi business unit made a loss of ` 28.38 crores which included ` 20.81 crores loss on account of sale of assets (plant and machinery). Therefore, on a stand-alone basis, in 2013-14, the Company earned a profit of ` 38.60 crores as against a loss of ` 54.54 crores in 2012-13.

Off-take of molten metal by Tata Metaliks DI Pipes Limited (TMDIPL) [earlier Tata Metaliks Kubota Pipes Limited] increased by 40% in 2013-14 (to 95,406 tonnes from 68,403 tonnes in the previous year). Production of Ductile Iron (DI) Pipes was 95,389 tonnes in 2013-14 compared to 61,748 tonnes in 2012-13, a remarkable increase of 54%. TMDIPL achieved a sale of ` 518.37 crores in 2013-14 as against ` 323.73 crores in 2012-13, resulting a significant increase of 60%. Consequently, TMDIPL reduced its losses to ` 29.12 crores as against ` 59.36 crores the year before.

Therefore, on a consolidated basis the Company ended 2013-14 with a profit of ` 9.47 crores against a loss (before tax and minority interest) of ` 113.90 crores in 2012-13.

With the newly commissioned sinter plant achieving rated capacity in its first year of operation itself, the Company improved further over previous year’s coke rate, and that ultimately resulted in improved productivity and cost.

D. Opportunities With anticipated improvement in automobile and farm equipment sectors, pipes and fittings, and construction industry,

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (Contd.)

27

demand of pig iron is expected to grow by a CAGR of about 5% during the next four years, as projected by market research agencies in the country. Further, exit from pig iron business by some of the state-owned steel plants due to commissioning their new steelmaking facilities, the over-supply situation of pig iron is expected to get tempered resulting in improvement in pig iron prices in the second half of current financial year.

During the year, the Company worked on consolidation of sales in strategic markets which gives high realisation and restricting sales in some of the low realisation areas. Value-added customised grades of pig iron with higher contribution were produced and marketed which reduced pressure on foundry grade volumes and prices. Efforts were also made to increase sale in eastern India market by adding new channel partners as well as direct customers. Sales in Delhi and Punjab markets were also enhanced with the help of new channel partners. At the same time, sale to key long-term direct customers manufacturing auto castings, pipes, pumps, etc. was also increased during the year. Export sales increased by 85% but it was only 4% of total sales as only the proximate and niche value-added markets were strategically serviced.

The Company successfully developed a modified version of its branded Tata eFee product which enhanced the pig iron production process productivity and further improved the physical attributes of the product for the benefit of the customers.

During 2014-15 the Company’s target is to further improve net realisation of its products by consolidating sales in contiguous and high volume markets, offering the improved Tata eFee to 100% of its customers, and higher sale of customised grades/value added products to niche customers.

E. Threats As a result of technological improvement in the casting processes and due to increased awareness in protecting the

environment, more and more foundries are switching over to induction furnace from coke based cupola. This technological shift provides customers with flexibility of using pig iron along with substitutes like mild steel/ cast iron/ heavy melting scrap as well as steel grade pig iron with ferro silicon. This change in the market is expected to put pressure on use of foundry grade pig iron which currently is the main product of the Company.

Ban on mines which are operating under second or more deemed licence approval, may lead to cost push as well as constraints on availability of low phosphorous ore, which is the main input for producing some of the customised value-added high realisation grades of pig iron being manufactured by the Company.

F. Outlook Production of pig iron in 2014-15 is projected to be slightly higher than last year. However, there may be issues with regard

to production of certain specialised grades like low Phos and SSG due to continued mining ban in some mines in Odisha. The over-supply and lower demand of pig iron is expected to continue during first half of 2014-15. Also, cost pressure on account of higher iron ore prices and import duty of 2.5% on imported coal/coke may result in squeezing of margin on pig iron. However, things are expected to be better in second half of the year as demand is expected to improve in some of key sectors like automobile, construction, etc. and also the over-supply situation may get eased out with shifting of some of the steel grade pig iron manufacturers from pig iron to finished steel.

On account of low demand, capacities in the foundry industry are currently underutilised except those who export sanitary castings from eastern India. In the next four years, castings industry is destined to grow with growth in automobile, farm equipment, construction and pipe sectors. The Indian foundry industry has a bright future and is poised to grow with growth in sectors using castings including exports and is expected to be only second to China in near term. While demand for castings would look up, it is imperative that foundries adopt newer cost efficient and greener technologies to remain competitive in the global market.

G. Risk and Concerns The Company has a Risk management process which involves periodic identification of risks likely to affect the business

adversely and adoption of appropriate measures to mitigate those risks. In this regard, the Company has identified risks in Marketing, Supply Chain and Finance.

Foundry grade pig iron industry may get adversely affected by substitutes like steel grade pig iron and scrap, and slow GDP growth rate and also under-performance of the automobile, engineering and construction sectors. Price of pig iron is also sensitive to demand supply position of steel scrap in the country. Recent budgetary provision of reduction of import duty on ships for breaking from 5% to 2.5% may soften the price of scrap, as a result of which pig iron price may require correction. The Company evaluates its marketing and sales strategy periodically and alters its sales plan, both with respect to markets



28

to address as well as grades to produce. This includes production of steel grade pig iron once in a while to control supplies of foundry grade pig iron in the market.

Price of iron ore has gone up and may further increase due to regulatory decisions of the Court as well as government.

The Company’s Foreign currency exposure is on account of import of coke/coking coal. This exposure has come down significantly with more use of domestic coke. Appropriate cover is taken to mitigate the risks as per forex policy of the Company.

H. Internal Controls System and their Adequacy The Company has proper and adequate internal controls in line with its size and nature of operations which provides

reasonable assurance that not only are all assets safeguarded, transactions authorised, recorded and reported properly but also all applicable statutes, Tata Code of Conduct and corporate policies are duly complied with.

The Company has an Audit Committee with majority of independent directors as members to maintain objectivity. Audit Charter is the guiding document in this connection. Systems Assurance department of the Company conducts audit in various functional areas as per audit plan approved by the Audit Committee. Audit planning and executions are oriented towards review of internal controls and risks in the functional areas of the Company. Systems Assurance Department reports its findings and observations to the Audit Committee which meets at regular interval to review audit issues and follow up on implementation of corrective actions.

The Audit Committee also seeks views of statutory auditors on the adequacy of the internal control systems in the Company. The Auditors' report regarding adequacy of internal controls can be seen in the Annexure to the Auditors' Report.

I. Human Resources and Industrial Relations The Company’s employee strength has gone up marginally to 353 as on 31 March, 2014 from 350 as on 31 March, 2013. All

dues of employees of Redi business unit, who were separated amicably through a voluntary retirement scheme in Mar’13, were paid during the year 2013-14. The Company has strengthened its Human Resource department in order to focus on creating competencies for tomorrow through fair and transparent performance management system, structured learning and development system, and enhanced employee engagement.

The Workers union of the Company needs to be complimented for maintaining healthy and cordial industrial relations, implementing Company’s policies and achieving stretched operational targets.

J. Corporate Social Responsibility, Affirmative Action and Tata Code of Conduct The Company believes in sustainable development to focus on achieving excellence in its key functional areas including

business operations, process management, business results, climate change, carbon footprint reduction, community development, customer interface, governance, human capital, safety and innovation. The Company along with many employee volunteers carries out activities relating to Corporate Social Responsibility in its community near the plant at Kharagpur which includes education, training, health care and self-employment. The Company also supports the weaker section of the society through its structured Affirmative Action programme covering employees and vendors. The Company and all its employees adhere to the Tata Code of Conduct in all their transactions.

K. Statutory Compliance The Managing Director makes periodic declarations regarding the compliance with provisions of various statutes after

obtaining confirmation from respective process owners.

The Company Secretary, being the Compliance Officer, ensures compliance with the Companies Act, SEBI regulations and provisions of the Listing Agreement.

L. Cautionary Statement Statements made in this report describing the Company’s objectives, projections, estimates, expectations may be “forward

looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and incidental factors.


29

CORPORATE GOVERNANCEREPORT

Philosophy

As a Tata Company, the philosophy on Corporate Governance is founded upon a rich legacy of fair, ethical and transparent governance practices. The Board along with its various Committees undertakes its fiduciary responsibilities to all its stakeholders through this governance mechanism. We firmly believe that our governance mechanism protects and enhances the trust of shareholders, customers, suppliers, financiers, employees, government agencies and the society at large.

Board of Directors

a. Composition and category of directors

The Board of Directors along with its various Committees provides leadership and guidance to the management and monitoring the performance of the Company. There are 8 (Eight) Directors on Board as on 31 March, 2014. The Chairman is a Non-Executive Director and there is an appropriate combination of Independent and non-Independent Directors on Board.

Category Name of Directors Percentage of total strengthNon-Independent & Non Executive Mr. Koushik Chatterjee 37.50%

Mr. V S N MurtyMr. D P Deshpande

Non-Independent & Executive Mr. Sanjiv Paul 12.50%Independent Mr. Dipak Banerjee* 50.00%

Mr. Krishnava DuttMr. Ashok Kumar BasuDr. Pingali Venugopal

Total 100.00%

* resigned from the Board w.e.f 15 June, 2014.


30

The Company is in compliance with Clause 49 of the listing agreement pertaining to composition of Directors.

None of the Directors on the Board is a Member of more than ten committees and Chairman of more than five Committees (as specified in Clause 49), across all companies in which he is a Director. All the Directors have made necessary disclosures regarding Committee positions held by them in other companies and do not hold the office of Director in more than twenty companies, including ten public companies.

b. Attendance of Directors

During the year under review, there were seven Board Meetings held on 10 April, 2013, 29 April, 2013, 24 June, 2013, 30 July, 2013, 30 October, 2013, 20 January, 2014, and 13 March, 2014. Board Meeting dates are decided well in advance and communicated to the Directors. The information as required under Annexure 1A to Clause 49 is being made available to the Board. The names and categories of the Directors on the Board, their attendances at Board Meetings and Annual General Meeting and Committee Membership held by them in other Companies are given below:-

Name of the Directors Category No. of Board

Meetings attended during

2013-14

Attendance at last AGM

No. of Directorship held in other public companies as on March 31, 2014

No. of Committee positions held in other public companies as on March 31, 2014 *

Chairman Member Chairman MemberMr. Koushik Chatterjee Non Independent -

Non-executive7 Y 1 3 - 1

Mr. Sanjiv Paul Non-Independent – Non-Executive

7 Y 1 2 1 -

Mr. Dipak Banerjee* Independent Director 5 Y 1 8 5 4Mr. D. P. Deshpande Non Independent -

Executive7 Y - 1 - -

Mr. V. S. N. Murty Non Independent - Non-executive

7 Y - 5 1 4

Mr. Krishnava Dutt Independent Director 7 Y - 4 - 2Mr. Ashok K Basu Independent Director 5 Y - 8 3 5Dr. P. Venugopal Independent Director 7 Y - - - -

* resigned from the Board w.e.f. 15 June, 2014.

For the purpose of reckoning the limit under this sub-clause, the Chairmanship/ Membership of Audit Committee and Stakeholders' Relationship Committees (previously Shareholders / Investors Grievance Committee) have only been considered.

Board Committees

The Board has constituted various Committees with specific terms of reference / scope to focus effectively on the issues and ensure expedient resolution of diverse matters. Committees do operate as empowered agents of the Board. The minutes of various Committee meetings are being placed before the Board for discussions, noting etc. The Board, before taking certain decisions, reviews and notes the observations and recommendations of the Committees.

The Board has currently established the following statutory and non-statutory committees :

(i) Audit Committee; (ii) Nomination and Remuneration Committee (previously known as Remuneration Committee) and (iii) Stakeholders Relationship Committee (previously known as Shareholders’ / Investors’ Grievance Committee). Each Committee has appropriate combination of Independent and Non-Independent Directors.

The Company Secretary acts as Secretary to all Committees.

CORPORATE GOVERNANCE REPORT (Contd.)

31

The Company has adopted the Tata Code of Conduct for Executive Directors, Non-Executive Directors, Senior Management Personnel and other Executives of the Company. The Company has received confirmations from the Managing Director as well as Senior Management Personnel regarding compliance of the Code during the year under review. The Company has also received confirmations from the Non-Executive Directors and other executives regarding compliance of the Code during the year under review.

Audit Committee :

The Company has complied with the requirements of Clause 49II(A) of the Listing Agreement with regard to the composition of the Committee. All Members of the Committee are financially literate and have relevant finance and / or audit exposure. The Committee is entrusted with the responsibility to supervise the Company’s internal control and financial reporting process. Audit Committee meetings are attended by the Chief Financial Officer and Chief Systems Assurance & Risk Management. The Statutory Auditors are invited in each meeting for interacting with the Members of the Committee. The Managing Director and other senior functional executives are also invited as and when required to provide necessary inputs to the Committee. The Company Secretary acts as the Secretary of the Audit Committee.

During the year, the Committee reviewed key audit findings covering operational, financial and compliance areas. Mr. Krishnava Dutt, Chairman of the Audit Committee briefs the Board about the significant discussions at each of the Audit Committee meetings. Mr. Dutt was present at the 23rd Annual General Meeting held on 25 September, 2013. During the year Five Audit Committee Meetings were held on (1) 10 April, 2013 (2) 27 April, 2013 (iii) 25 July, 2013 (iv) 28 October, 2013 and (v) 20 January, 2014.

The composition of the Audit Committee is in line with the requirements of Clause-49 of the Listing Agreement and the details of meetings attended by the Directors are given below.

Name of the Member Category Number of meetings attended Whether attended last AGM or notMr. Krishnava Dutt Independent 4 YesMr. Dipak Banerjee * Independent 4 YesMr. Ashok K Basu Independent 5 YesMr. V. S. N. Murty Non Independent 5 Yes


Nomination and Remuneration Committee

The Board earlier constituted Remuneration Committee to decide the salary, perquisites and commission /performance linked remuneration etc., to be paid to the Managing / Whole Time / Executive Directors of the company within the broad frame-work of the Group Policy, merit and Company’s performance. Pursuant to Section 178(1) of the Companies Act, 2013, the said Committee as re-constituted and renamed as Nomination and Remuneration Committee w.e.f. 1 April, 2014.

Two meetings of this Committee were held during the year 2013-14 on (i) 18 April, 2013 and (ii) 29 April, 2013.

The composition of this Committee and the details of meetings attended by the Members are given below :

Name of the Member Category Number of meetings attended Dr. Pingali Venugopal Independent 1Mr. Koushik Chatterjee Non-Independent 2Mr. Dipak Banerjee * Independent 2Mr. Krishnava Dutt Independent 2


Remuneration Policy

The Non-Executive Directors are paid remuneration by way of sitting fees i.e ` 10,000/- per meeting in respect of Board and other Committee as per Article 102 of the Articles of Association.



32

No remuneration by way of commission has been paid to any Non-Executive Directors during F.Y. 2013-14.

Details of sitting fees and remuneration paid to the Directors during 2013-14 are as follows :

(a) Non-Executive Directors

Name of Directors Status Sitting Fees (`)Mr. Dipak Banerjee Independent Director 1,10,000/-Mr. Ashok K Basu Independent Director 1,10,000/-Mr. D. P. Deshpande Non-Executive Director 70,000/-Mr. V.S.N. Murty Non-Executive Director 1,20,000/-Dr. Pingali Venugopal Independent Director 1,00,000/-Mr. Krishnava Dutt Independent Director 1,30,000/-Total 6,40,000/-

(b) Managing Director

Name Salary Perquisites & Allowances

Contribution toProvident, Superannuation &

Gratuity Fund

Performance Linked

Remuneration for F.Y. 2013-14

Mr. Sanjiv Paul 32,16,000 15,44,967 8,68,320 58,96,000

Stakeholders Relationship Committee

The Board earlier constituted a Shareholders’ / Investors’ Grievance Committee to specifically look after the redressal of the investors complaints like transfer of shares, non-receipt of balance sheet, non-receipt of dividend etc. Pursuant to Section 178(5) of the Companies Act, 2013, the said Committee was re-constituted and renamed as Stakeholders Relationship Committee w.e.f. 1 April, 2014.

Two meetings of this Committee was held on 12 September, 2013 & 28 October, 2013

The composition of this Committee is given below :

Name of the Member Category Number of meetings attended Whether attended last AGM or notMr. Ashok K Basu Independent 1 YesMr. Sanjiv Paul Non-Independent 2 YesDr. Pingali Venugopal Independent 2 Yes

Name, designation & address of Compliance Officer : Mr. Sankar BhattacharyaChief Corporate Governance & Company SecretaryTata Centre, 10th Floor43, J L Nehru RoadKolkata – 700 071.Phone : 03366134205Fax : 03322884372Email : [email protected]


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Details of Shareholders’ Complaints received, resolved & pending during the F.Y. 2013-14

Particulars Nos.Complaints pending as on 1 April, 2013 1Complaints received during the year ended 31 March, 2014 68Complaints disposed off during the year ended 31 March, 2014 69Complaints pending as on 31 March, 2014 0

General Body Meetings

(a) Location and time where last three Annual General Meetings were held :

F.Y Details of Location Date & Time2010-11 Kala Kunj, 48 Shakespeare Sarani, Kolkata 29 September, 2011 at 3.30 p.m2011-12 Kala Mandir, 48 Shakespeare Sarani, Kolkata 21 September, 2012 at 11.30 a.m.2012-13 Kala Mandir, 48 Shakespeare Sarani, Kolkata 25 September, 2013 at 12 noon

No Extra-Ordinary General Meeting of the shareholders was held during the year

(b) Special Resolution passed in previous three Annual General Meetings:-

Shareholders’ Meeting Special Business requiring Special Resolution21st AGM – 29.09.2011 Change of Situation of registered office of Registrar & Transfer Agent M/s R & D Infotech Pvt. Ltd.22nd AGM – 21.09.2012 i) Re-appointment of Mr. Harsh K Jha as Managing Director

ii) Appointment of Mr. D P Deshpande as Executive Director 23rd AGM – 25.09.2013 i) Appointment of Mr. Sanjiv Paul as the Managing Director

(c) There was no resolution passed through Postal Ballot under Section 192A last year;

Subsidiary Company :

Tata Metaliks DI Pipes Ltd. (TMDIPL) formerly known as Tata Metaliks Kubota Pipes Limited is a non-listed wholly owned subsidiary of the Company. Two of the Independent Directors are on the Board of TMDIPL. The Board Minutes of TMDIPL are being placed before the Board of Directors of the Company. The performance of TMDIPL is also reviewed by the Board periodically.

Disclosures

i) The Company had no transaction of material nature with its promoters, directors or the management, subsidiary or relatives, etc. that may have had potential conflict of interest with the Company at large;

ii) There are no instances of non-compliance by the Company and no penalties, strictures have been imposed by the Stock Exchanges, SEBI or any statutory authority on any matter related to capital markets, during the last three years;

iii) The Managing Director and Chief Financial Officer have given the necessary certificates as required under Clause 49 (V) of the Listing Agreement.

iv) The Company has established a robust risk assessment and minimization procedure and the same are reviewed regularly by the Audit Committee and the Board of Directors;

v) The relevant disclosures on the remuneration of directors have been included under “Remuneration Policy” in this report.

vi) The Company has formulated a Whistle Blower Policy and affirms that no personnel has been denied access to the Audit Committee.



34

Means of Communication

In compliance with the requirements of Listing Agreement, the quarterly/half yearly and annual results of the Company are published generally in Business Standard & Ajkaal/Pratidin and also displayed on the website of the Company www.tatametaliks.com shortly after its submission to the Stock Exchanges.

General Shareholder Information

(i) AGM Details :

Date & Time 10 September, 2014 at 3.00 p.m.Venue Rotary Sadan

Rotary Children Welfare Trust94/2, Chowringhee RoadKolkata – 700020

Book Closure Date Friday, 5 September, 2014 to Wednesday, 10 September, 2014Dividend Payment Date N. A.

As required under Clause 49 IV(G)(i), particulars of Directors seeking appointment / re-appointment are given in the Explanatory Statement to the Notice dated 21 July, 2014 convening the Annual General Meeting.

(ii) Financial Calendar

Financial Year 2014-20151 Year ending 31 March, 20152 AGM Between June – September, 20143 Results 1st Quarter July, 2014

2nd Quarter October 20143rd Quarter January 20154th Quarter / Annual April 2015

(iii) Unclaimed Dividends

Shareholders’ who have not yet encased their dividend warrant(s) for the financial year 2006-2007 onwards, are requested to make their claims to the Company, without any further delay.

It may kindly be noted that all unclaimed dividend from the financial year 2000-2001 to 2005-2006 have been transferred to the Investors’ Education & Protection Fund within the specified time limit and no claims will lie against the Company or the Fund in respect of the unclaimed amounts so transferred.

Listing on Stock Exchanges

Stock Exchange Stock codeNational Stock Exchange of India Ltd.5, Exchange Plaza, Bandra Kurla ComplexBandra East, Mumbai – 400 051.

TATAMETALI

Bombay Stock Exchange LimitedPhiroze Jeejeebhoy TowersDalal Street, Mumbai – 400 001.

Share – 513434

The Calcutta Stock Exchange Asscn. Ltd.7 Lyons Range, Kolkata – 700 001.

Share – 30047Permitted category

Note : Company sought voluntary delisting from Calcutta Stock Exchange and the same was granted by the exchange.


35

Securities got delisted from the official list of the exchange on 27 January, 2009. However, considering the interest of the general investor, the said equity shares is being traded under the “Permitted Category” on the Exchange.

The Listing Fees for the year 2014-2015 have been paid to BSE and NSE on 25 April & 28 April, 2014 respectively.

Market Information -

Market Price Data : Monthly High and Low during each month in last financial year :

Month BSE NSEHigh Low High Low

April ‘13 48.50 39.00 48.95 40.10May ‘13 43.90 38.15 43.05 38.30June ‘13 40.50 33.00 39.80 33.00July ‘13 36.40 26.90 36.40 27.00Aug. ‘13 38.90 25.55 38.80 26.00Sept. ‘13 42.30 37.10 42.40 36.05Oct. ‘13 45.75 35.55 45.75 35.55Nov. ‘13 54.05 44.00 54.05 44.05Dec. ‘13 57.90 51.10 57.00 51.00Jan. ‘14 57.00 44.75 57.05 44.10Feb. ‘14 53.30 43.60 53.60 41.65Mar. ‘14 53.65 45.25 52.75 44.65

Stock Price Comparision with Sensex on BSE

1950

4

1976

0

1939

6

1934

6

1799

6

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9

2116

4

2079

1

2117

0

2051

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2112

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2238

6

0

5000

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20000

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140

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Sensex

PriceinINR

MonthTML Price Senex

Apr-13 May-13 Jun-13 Jul-13 Aug-13 Sep-13 Oct-13 Nov-13 Dec-13 Jan-14 Feb-14 Mar-14



36

Name and address of Registrar & Transfer Agent

For share related matters, Members are requested to correspond with the Company’s Registrar and Transfer Agent – M/s R & D Infotech Pvt. Ltd. quoting their Folio No. / DP ID & Client ID at the following address:

R & D Infotech Pvt. Ltd.1st Floor, 7A, Beltala RoadKolkata – 700 026.Phone: +91-33-24192641Telefax : +91-33-24192642E-mail : [email protected]@[email protected]

Shareholders holding share in the electronic form should address their correspondence, except those relating to dividend, to their respective Depository Participants.

Share Transfer System

Physical Form - Share Transfer in physical form can be lodged with R & D Infotech Pvt. Limited at the above mentioned addresses. The transfers are normally processed within 10 working days from the date of receipt, provided the documents are complete in all respects. Managing Director & Company Secretary are empowered to approve transfers.

Demat Form – The Company’s shares are compulsorily traded in dematerialized form and are available for trading on both the Depositories in India – National Securities Depository Limited and Central Depository Services (India) Limited. Company’s ISIN No. is INE056C01010.

As on 31 March, 2014, a total of 23,536,108 Shares of the Company, which forms 93.07% of the total shares stands dematerialized.

Distribution of Shareholding as on 31 March, 2014

No of ordinary shares held

No of Shareholders % No of Shares %

1 – 500 45626 94.58 5365857 21.22501 – 1000 1500 3.11 1215076 4.801001 – 10000 1034 2.14 2681845 10.6110001 – 50000 67 0.14 1322623 5.2350001 and above 16 0.03 14702599 58.14Total 48243 100.00 25288000 10.00

Categories of Shareholding as on 31 March, 2014

No of ordinary shares held No of Shareholders % No of Shares %Promoters Holdings 2 0.00 12667590 50.09UTI/Mutual Funds/ Banks 5 0.01 1300 0.01Insurance Companies 2 0.00 591451 2.34FIs (Trust) 0 0.00 0 0.00Corporate Bodies 677 1.40 1492943 5.90Resident Individuals 47211 97.86 10091802 39.91State Government WBIDC 1 0.00 250000 0.99FIIs / NRIs / OCBs 345 0.72 192914 0.76Total : 48243 100.00 25288000 100.00


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Top 10 Shareholders List (As on 31 March, 2014)

Name of Shareholder No. of Share held % of Share CapitalTata Steel Limited 11799992 46.66Kalimati Investment Company Limited 867598 3.43Patton International Limited 346424 1.37General Insurance Corporation of India 326451 1.29The Oriental Insurance Company Limited 265000 1.05West Bengal Industrial Development Corpn. Ltd. 250000 0.99Satish Khurana 151000 0.60Vinodchandra Mansukhlal Parekh 100916 0.40Powermaster Engineers Pvt Ltd. 97533 0.39Kumar Gautam Chauhan 83629 0.33

Outstanding GDRs/ ADRs/ Warrants or any Convertible instruments and conversion date and likely impact on equity

Outstanding GDRs/ ADRs/ Warrants or any Convertible instruments NoneConversion date and likely impact on equity N.A.

Location of the Plants –

Kharagpur Unit : Redi Unit : (Not in operation since 15 October, 2011)Village Gokulpur, P.O.SamraipurKharagpur, Dist. Midnapur,West Bengal – 721301Phone : +91-3222-233325, 233877, 233290Telefax : +91-3222-233316Email : [email protected]

Terekhol Road,Sindhudurg District,Redi – 416 517, MaharashtraPhone : +91-2366-227628,

Address for correspondence Tata Metaliks LimitedTata Centre, 10th Floor43, Jawaharlal Nehru RoadKolkata – 700 071.Phone : +91-33-66134205, Fax : +91-33-2288 4372 Email : [email protected]



38

To the Members of Tata Metaliks Limited

We have examined the compliance of conditions of Corporate Governance by Tata Metaliks Limited, "the Company" for the year ended on 31 March, 2014, as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination has been limited to a review of the procedures and implementations thereof adopted by the Company for ensuring compliance with the conditions of Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Deloitte Haskins & SellsChartered Accountants

(Firm Registration No. 302009E)

Abhijit BandyopadhyayPartner

Kolkata, 21 July, 2014 (Membership No. 54785)

CERTIFICATE

39

INDEPENDENT AUDITORS’ REPORT

To The Members ofTATA METALIKS LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of TATA METALIKS LIMITED (“the Company”), which comprise the Balance Sheet as at 31 March 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 (“the Act”) (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circulars 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2014;

(b) In the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on that date and

(c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.


40

2. As required by Section 227(3) of the Act, we report that :

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

(e) On the basis of the written representations received from the directors as on 31 March 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014 from being appointed as a director in terms of Section 274(1) (g) of the Act.

For Deloitte Haskins & Sells Chartered Accountants (Registration No.302009E)

Abhijit Bandyopadhyay PartnerKolkata, 24 April, 2014 (Membership No. 54785)

INDEPENDENT AUDITORS’ REPORT (Contd.)

41

ANNEXURE TO THE AUDITORS’ REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

i) Having regard to the nature of the Company’s business/activities/result during the year ended 31 March 2014, clauses (xii), (xiii), (xiv), (xix) and (xx) of paragraph 4 of the Order are not applicable to the Company.

ii) In respect of its fixed assets :

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals over a period of three years. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

iii) In respect of its inventories :

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iv) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties in the Register maintained under Section 301 of the Companies Act, 1956.

v) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

vi) (a) In our opinion and according to the information and explanations given to us, there are no contracts or arrangements that need to be entered into the Register maintained under section 301 of the Companies Act, 1956.

(b) Paragraph 4(v)(b) of the CARO is not applicable as there are no contracts or arrangements covered by section 301 of the Companies Act, 1956.

vii) According to the information and explanation given to us, the Company has not accepted any deposit from the public during the year. In respect of unclaimed deposits, the Company has complied with the provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956.

viii) In our opinion, the Company has an adequate internal audit system commensurate with the size and nature of its business.


42

ix) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determining whether they are accurate or complete.

x) According to the information and explanations given to us in respect of statutory dues :

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) there were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31 March, 2014 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited as on 31 March 2014 on account of disputes are given below :

Statute Forum where dispute is pending

Period to which the amount relates

Nature of Dues Amount involved Rs. in lacs

Income-tax Act, 1961

Commissioner of Income-tax Appeal

Assessment year 2010-11

Income tax 200.41

Income-tax Act, 1961

Commissioner of Income-tax Appeal

Assessment year 2011-12

Income tax 236.96

Central Excise Act, 1944

The Customs Excise and Service Tax Appellate Tribunal

September 2002 to January 2008

Duty and Cess Interest

3,461.351,779.04

Central Excise Act, 1944

The Customs Excise and Service Tax Appellate Tribunal

February 2008 to December 2008

Duty and Cess Interest

1475.60660.99

Entry Tax High Court April 2012 – March 2014

Duty 641.66

xi) The accumulated losses of the Company at the end of the financial year are not more than fifty percent of its networth and the Company has not incurred cash losses during the financial year covered by our audit and the Company has incurred cash losses in the immediately preceding financial year.

xii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

xiii) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are not, prima facie, prejudicial to the interest of the Company.

xiv) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained, other than temporary deployment pending application.

ANNEXURE TO THE AUDITORS’ REPORT (Contd.)

43

ANNEXURE TO THE AUDITORS’ REPORT (Contd.)

xv) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have been used during the year for long- term investment to the extent of Rs. 18,960.05 lacs.

xvi) According to the information and explanation given to us, the company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

xvii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.




44

BALANCE SHEET as at March 31, 2014

(` in lacs)Notes As at

31.03.2014 As at

31.03.2013I. EQUITY AND LIABILITIES

(1) Shareholders' funds(a) Share capital 3 12,528.80 12,528.80 (b) Reserves and surplus 4 (1,963.87) (5,824.12)

10,564.93 6,704.68 (2) Non-current liabilities

(a) Long-term borrowings 5 6,000.00 7,999.97 (b) Deferred tax liabilities (net) – 665.30 (c) Long-term provisions 6 854.37 531.76

6,854.37 9,197.03 (3) Current liabilities

(a) Short-term borrowings 5 13,828.14 21,473.25 (b) Trade payables 7 26,356.04 24,252.50 (c) Other current liabilities 8 10,569.26 11,461.59 (d) Short-term provisions 6 103.79 92.11

50,857.23 57,279.45 TOTAL EQUITY AND LIABILITIES 68,276.53 73,181.16

II. ASSETS(1) Non-current assets

(a) Fixed assets(i) Tangible assets 9 22,521.70 15,150.18 (ii) Intangible assets 10 56.48 71.55 (iii) Capital work-in-progress 346.50 11,396.01

22,924.68 26,617.74 (b) Non-current investments 11 13,382.01 9,881.52 (c) Long-term loans and advances 12 5,116.46 5,709.69 (d) Other non-current assets 13 13.70 19.70

41,436.85 42,228.65 (2) Current Assets

(a) Inventories 14 8,217.43 16,761.51 (b) Trade receivables 15 15,224.38 12,122.13 (c) Cash and bank balances 16 1,714.18 176.57 (d) Short-term loans and advances 12 1,526.71 1,626.61 (e) Other current assets 17 156.98 265.69

26,839.68 30,952.51 TOTAL ASSETS 68,276.53 73,181.16

The Notes referred to above form an integral part of Balance sheet

In terms of our report attachedFor Deloitte Haskins & SellsChartered Accountants Abhijit BandyopadhyayPartnerKolkata, 24 April, 2014

For and on behalf of the Board of Directors

Koushik Chatterjee Sanjiv Paul Sankar Bhattacharya Chairman Managing Director Company Secretary

45

STATEMENT OF PROFIT AND LOSS for the year ended March 31, 2014

(` in lacs)Notes For the

year ended 31.03.2014

For the year ended 31.03.2013

I. Revenue from operations (gross) 18 128,759.14 96,659.45 Less: Excise duty 13,777.08 10,221.36 Revenue from operations (net) 114,982.06 86,438.09

II. Other Income 19 122.40 798.59 III. Total Revenue (I + II) 115,104.46 87,236.68 IV. Expenses

(a) Cost of materials consumed 20 80,863.34 73,682.62 (b) Changes in stock of finished goods 21 5,086.50 (3,723.45)(c) Employee benefits expense 22 2,871.09 3,340.92 (d) Finance costs 23 2,553.46 1,941.00 (e) Depreciation and amortisation expense 24 1,584.20 1,610.52 (f) Other expenses 25 16,869.51 10,269.95 Total Expenses (IV) 109,828.10 87,121.56

V. Profit/(Loss) before exceptional items and tax (III - IV) 5,276.36 115.12 VI. Exceptional Items 26 (2,081.41) (5,569.56)VII. Profit/(Loss) before tax (V - VI) 3,194.95 (5,454.44)VIII. Tax Expense

(1) Current tax – – (2) Deferred tax (665.30) – Total tax expense (VIII) (665.30) –

IX. Profit/(Loss) for the year (VII - VIII) 3,860.25 (5,454.44)Profit/(Loss) from continuing operations before tax 43 6,032.99 2,411.91 Tax Expense 43 (665.30) – Profit/(Loss) from continuing operations after tax 6,698.29 2,411.91 Loss from discontinuing operations before tax 43 (2,838.04) (7,866.35)Tax Expense 43 – – Loss from discontinuing operations after tax (2,838.04) (7,866.35)

X. Earnings per equity share : 34(1) Basic (Face value of `10 per share) 15.27 (21.57)(2) Diluted (Face value of ` 10 per share) 15.27 (21.57)

The Notes referred to above form an integral part of Statement of Profit & Loss





46



A. Cash Flow from Operating activities:Profit/(Loss) before taxes 3,194.95 (5,454.44)

Adjustments for :

Depreciation and amortisation expense 1,584.20 1,610.52

Impairment of tangible assets – 4,500.00

Write down of inventories to net realisable value – 18.10

Provision no longer required written back (83.96) (367.23)

Interest income (12.13) (369.72)

Dividend income from current investments (7.78) (1.71)

Profit on sale of current investments (0.31) (4.27)

Finance Costs 2,553.46 1,941.00

Provision for wealth tax 4.65 4.34

Provision for doubtful debts 28.37 45.52

Gain on cancellation of forward contracts (709.19) (43.53)

Loss on asset sold/discarded of Redi Plant 2,081.41 –

(Profit)/loss on sale of fixed assets (0.89) 339.26

Exchange loss/(gain) on foreign currency transaction 1,658.27 460.77

Operating profit before working capital changes 10,291.05 2,678.61

Changes in working capital :Adjustments for (increase)/decrease in operating assets

Inventories 8,544.08 (3,095.01)

Trade receivables (3,130.61) (7,685.08)

Short-term loans and advances 99.90 (397.45)

Long-term loans and advances 58.05 537.99

Other current assets 108.71 306.70

Adjustments for increase/(decrease) in operating liabilities

Trade payables 301.97 17,034.66

Other current liabilities 1,830.87 4,316.04

Short-term provisions 11.68 (99.01)

Long-term provisions 322.61 (69.85)

Cash generated from operations 18,438.31 13,527.60

Direct taxes refunded/ (Paid) (211.56) 1,905.49

Net cash generated from operating activities 18,226.75 15,433.09

CASH FLOW STATEMENT for the year ended March 31, 2014(` in lacs)

47



B. Cash Flow from Investing activities:Capital expenditure on fixed assets, including capital advances (670.51) (10,646.03)

Purchase of long-term investments in subsidiary (3,500.49) (700.00)

Purchase of current investments (10,625.00) (5,100.00)

Proceeds from sale of current investment 10,633.09 6,105.98

Proceeds from sale of fixed asset, including advances 2,669.78 7.94

Interest income received 12.13 380.21

Net cash used in investing activities (1,481.00) (9,951.90)

C. Cash Flow from Financing activities :Repayment of loan to holding company – (5,000.00)

Proceeds from working capital loans 356.21 –

Repayment of working capital loans – (1,103.56)

Proceeds from bills discounted – 1,103.49

Repayment of bills discounted (1,783.03) –

Proceeds from buyer's credit 32,940.27 17,880.74

Repayment of buyer's credit (41,382.48) (32,430.14)

Proceeds from long-term borrowings – 9,999.96

Repayment of long-term borrowings (3,299.97) (1,350.00)

Gain on cancellation of forward contracts 709.19 43.53

Interest and other borrowing costs paid (2,712.69) (1,604.98)

Net cash used in financing activities (15,172.50) (12,460.96)

Net increase/(decrease) in cash and cash equivalents 1,573.25 (6,979.77)

Cash and cash equivalents as at 1 April 51.07 7,030.84

Cash and cash equivalents as at 31 March 1,624.32 51.07

Notes : 1. Purchase of current investments are exclusive of purchases made out of Dividend reinvested ` 7.78 Lacs (Previous period

` 1.71 Lacs) 2. Interest paid is exclusive and purchase of fixed assets is inclusive of interest capitalised ` Nil (Previous period ` 876.87

Lacs) 3. Figures in brackets represent outflows.

In terms of our report attachedFor Deloitte Haskins & SellsChartered Accountants

Abhijit BandyopadhyayPartnerKolkata, 24 April, 2014



CASH FLOW STATEMENT for the year ended March 31, 2014 (Contd.)(` in lacs)


48

1. General Corporate Information

Tata Metaliks Limited ("the Company") is a subsidiary of Tata Steel Limited, engaged in the manufacture of foundry grade pig iron. The Company is having its manufacturing plants at Kharagpur in the state of West Bengal and at Redi in the State of Maharashtra. The Company has discontinued its operation at Redi unit from Novemeber 19, 2012.

2. Summary of Significant Accounting Policies

2.01 Basis of Accounting

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 211(3C) of the Companies Act, 1956 (“the 1956 Act”) (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 (“the 2013 Act”) in terms of General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs) and the relevant provisions of the 1956 Act/ 2013 Act, as applicable. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of financial statements are consistent with those followed in the previous year.

2.02 Use of Estimates

The accounts presentation in accordance with Generally Accepted Accounting Principles in India requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent liabilities as at the date of the financial statements and the reported amounts of expenses during the period. Actual results could differ from those estimates. Any revision to accounting estimates is recognised prospectively in the current and future periods.

2.03 Cash flow statement

Cash flows are reported using the indirect method, whereby profit/(loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

2.04 Government grants

Government grants which are given with reference to the total investments in an undertaking and no repayment is ordinarily expected in respect thereof, the grants are treated as capital reserve which can be neither distributed as dividend nor considered as deferred income.

2.05 Tangible assets

i) Tangible assets are stated at cost less accumulated depreciation/amortisation. The cost of an asset includes the purchase cost of materials, including import duties and non-refundable taxes, and any directly attributable costs of bringing an asset to the location and condition of its intended use. Interest on borrowings used to finance the construction of qualifying assets are capitalised as part of the cost of the asset until such time that the asset is ready for its intended use.

ii) Freehold land is not depreciated. Premium paid on leasehold land and land development expenses are amortised over the primary lease period. Railway sidings the ownership of which vest with the Railway authorities are depreciated over ten years. Other fixed assets are depreciated on a straight line basis applying the rates and in the manner prescribed in Schedule XIV to the Companies Act, 1956.

2.06 Intangible assets

Intangible assets are stated at acquisition cost, net of accumulated amortisation. Intangible assets are amortised on a straight line basis over their estimated useful life. The cost of software is amortised on a straight line basis over an estimated useful life of five years.

NOTES TO THE FINANCIAL STATEMENTS

49

2.07 Relining expenses

Expenses incurred on relining of Blast Furnace is capitalised and depreciated over a period of five years of average expected life. The written down value consisting of relining expenditure embedded in the cost of Blast Furnace is written off in the year of fresh lining. All other relining expenses are charged as expense in the year they are incurred.

2.08 Impairment

Wherever events or changes in circumstances indicate that the carrying value of fixed assets may be impaired, the Company subjects such assets to a test of recoverability, based on discounted cash flows expected from use or disposal of such assets. If the assets are impaired, the Company recognises an impairment loss as the difference between the carrying value and its recoverable amount.

2.09 Investments

Long term investments are carried at cost less provision for diminution other than temporary (if any) in value of such investments. Current investments are carried at lower of cost and fair value.

2.10 Lease

The Company's significant leasing arrangements are in respect of operating leases for premises (Office, Residence etc.,). The leasing arrangements which normally have a tenure of eleven months to three years are cancellable with a reasonable notice, and are renewable by mutual consent at agreed terms. The aggregate lease rent payable is charged as rent in the statement of profit and loss. Assets primarily vehicles acquired on leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Lease rentals are charged to the statement of profit and loss on straight line basis.

2.11 Inventories

i) Raw materials are valued at cost comprising purchase price, freight and handling, non refundable taxes and duties and other directly attributable costs.

ii) Finished products are valued at lower of cost and net realisable value.

iii) Stores and spares are valued at cost comprising of purchase price, freight and handling, non refundable taxes and duties and other directly attributable costs less provisions for obsolescence, if any.

iv) Value of inventories are generally ascertained on the "weighted average" basis.

2.12 Cash and Cash Equivalents

Cash and cash equivalents comprises of cash on hand and balances in current accounts and deposit accounts with banks having original maturity of less than three months.

2.13 Revenue recognition

i) Sale of Products

Revenue from the sale of goods is recognised in the statement of profit and loss when the significant risks and rewards of ownership have been transferred to the buyer, which generally coincides with the delivery of goods to customers. Revenue includes consideration received or receivable, excise duty but net of discounts and other sales related taxes.

ii) Dividend and Interest income

Dividend income is recognised when the Company’s right to receive dividend is established. Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.

iii) Insurance Claims

The Company recognises insurance claims when the recoverability of the claims is established with a reasonable certainty.



50

iv) Revenue Subsidy from Government of West Bengal

Subsidy linked to the incurrence of capital expenditures sanctioned by the Government under notified schemes are recognised as income on disbursement by the Government.

v) Sales tax deferral scheme

Excess of deferred sales tax liability discharged over the payment made based on net present value is recognised as income at the time of payment of net present value.

2.14 Foreign Currency Transactions

Foreign currency transactions are recorded on initial recognition in the reporting currency i.e. Indian rupees, using the exchange rates prevailing on the date of the transaction. Monetary assets and liabilities in currencies other than the reporting currency and foreign exchange contracts remaining unsettled are remeasured at the rates of exchange prevailing at the balance sheet date. Exchange difference arising on the settlement of monetary items, and on the remeasurement of monetary items, other than long-term foreign currency monetary items are included in the statement of profit and loss.

Foreign Currency forward contracts, other than those entered into hedge foreign currency risk on unexecuted firm commitments or highly probable forecast transactions are treated as foreign currency transactions and accounted accordingly as per Accounting Standard (AS) 11 - Effects of changes in foreign exchange rates. The difference between the contract rate and spot rate on the date of transaction is recognised as premium/discount and recognised over the life of the contract. Exchange differences arising on account of remeasurement and gains and losses arising on account of roll over/cancellation of foreign currency forward contracts are recognised in the statement of profit and loss.

2.15 Employee Benefits

i) Short term Benefits

Short term employee benefits are recognised as an expense at the undiscounted amount in the statement of profit and loss of the year in which the related service is rendered.

ii) Defined Contribution Plans

Defined contribution plans are those plans where the Company pays fixed contributions to funds managed by independent trusts. Contributions are paid in return for services rendered by the employees during the year. The company has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay employee benefits. The Company provides Provident Fund facility to all employees and Superannuation benefits to selected employees. The contributions are expensed as they are incurred in line with the treatment of wages and salaries.

iii) Defined Benefit Plans

The Company provides Gratuity and Leave Encashment Benefits to its employees. Gratuity liabilities are funded through a separate trust with its funds managed by Life Insurance Corporation of India. The liability towards leave encashment is not funded. The present value of these defined benefit obligations are ascertained by an independent actuarial valuation as per the requirement of Accounting Standards (AS) 15 - Employee Benefits. The liability recognised in the balance sheet is the present value of the defined benefit obligations on the balance sheet date less the fair value of the plan assets (for funded plans), together with adjustments for unrecognised past service costs. All actuarial gains and losses are recognised in the Statement of Profit and Loss in full in the year in which they occur.

2.16 Borrowing costs

Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets are capitalised as part of the cost of such assets till such time the asset is ready for its intended use. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use. All other borrowing costs are recognised as an expense in the statement of profit and loss in the period in which they are incurred.


51

2.17 Taxes on Income

i) Current Tax

Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the provisions of the Income-tax Act, 1961.

ii) Deferred tax

Deferred tax assets and liabilities are recognised by computing the tax effect on timing differences which arise during the year and reverse in the subsequent periods. The Company is eligible for tax deductions available under section 80IA of the Income Tax Act, 1961, in respect of income attributable to captive power plants being an eligible business. In view of tax deduction available to the Company under Section 80IA of the Income Tax Act, 1961, deferred tax is recognised in respect of timing differences, which originate before or during the tax holiday period but reverse before or after the tax holiday period. Deferred tax assets against unabsorbed depreciation and carried forward loss under tax laws, are recognised only to the extent that there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets on other timing differences are recognised only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised.

iii) Current and Deferred tax is measured based on the provisions of tax laws and tax rates enacted or substantively enacted as at the Balance Sheet date.

2.18 Provisions, Contingent liabilities and Contingent assets

i) Provision

Provisions are recognised for liabilities that can be measured only by using a substantial degree of estimation, if the Company has a present obligation as a result of past event, a probable outflow of resources is expected to settle the obligation and the amount of the obligation can be reliably estimated.

ii) Contingent Liabilities and Assets

Contingent liability is a possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the enterprise, or is a present obligation that arises from past events but is not recognised because either it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or a reliable estimate of the amount of the obligation cannot be made. Contingent liabilities are disclosed and not recognised. Contingent Assets are neither recognised not disclosed.

2.19 Earnings Per Share

The basic earnings per share is computed by dividing the net profit attributable to the equity shareholders for the year by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the net profit attributable to the equity shareholders for the year by the weighted average number of equity together with any dilutive equity equivalent shares outstanding during the year, except where the results would be anti-dilutive.

2.20 Segment Reporting

The Company identifies primary segments based on the dominant source, nature of risks and returns, internal organisation and management structure and the internal performance reporting systems. The accounting policies adopted for the segment reporting are in line with the accounting policies of the Company. Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of the their relationship to the operating activities of the segment. Assets and liabilities which relate to the Company as a whole and are not allocable to segments on reasonable basis have been included under "unallocable asset/liabilities".



52

3. Share CapitalAs at 31.03.2014 As at 31.03.2013

Authorised :50,000,000 Equity Shares of ` 10 each(31.03.2013 : 50,000,000 Equity Shares of ` 10 each)

5,000.00 5,000.00

10,000,000 8.5% Non Cumulative Redeemable Preference Shares of ` 100 each(31.03.2013: 10,000,000 8.5% Non Cumulative Redeemable Preference Shares of Rs. 100 each )

10,000.00 10,000.00

15,000.00 15,000.00 Issued : 25,288,000 Equity Shares of ` 10 each(31.03.2013 : 25,288,000 Equity Shares of ` 10 each)

2,528.80 2,528.80

10,000,000 8.5% Non Cumulative Redeemable Preference Shares of Rs. 100 each(31.03.2013: 10,000,000 8.5% Non Cumulative Redeemable Preference Shares of Rs. 100 each)

10,000.00 10,000.00

12,528.80 12,528.80 Subscribed and fully paid up :25,288,000 Equity Shares of ` 10 each(31.03.2013: 25,288,000 Equity Shares of ` 10 each)

2,528.80 2,528.80

10,000,000 8.5% Non Cumulative Redeemable Preference Shares of ` 100 each(31.03.2013: 10,000,000 8.5% Non Cumulative Redeemable Preference Shares of ` 100 each)

10,000.00 10,000.00

12,528.80 12,528.80

Reconciliation of Number of sharesFor the year ended

31.03.2014For the year ended

31.03.2013No. of Shares Amount No. of Shares Amount

(` Lacs) (` Lacs)Equity SharesIssued :At beginning of the year 25,288,000 2,528.80 25,288,000 2,528.80 Issued during the year – – – – At end of the year 25,288,000 2,528.80 25,288,000 2,528.80 Subscribed and fully Paid up :At beginning of the year 25,288,000 2,528.80 25,288,000 2,528.80 Issued during the year – – – – At end of the year 25,288,000 2,528.80 25,288,000 2,528.80

NOTES TO THE FINANCIAL STATEMENTS(` in lacs)

53

3. Share Capital (Contd.)Reconciliation of Number of shares

For the year ended31.03.2014


No. of Shares Amount No. of Shares Amount(` Lacs) (` Lacs)

8.5% Non Cumulative Redeemable Preference SharesIssued :At beginning of the year 10,000,000 10,000.00 10,000,000 10,000.00 Issued during the year – – – – At end of the year 10,000,000 10,000.00 10,000,000 10,000.00 Subscribed and fully Paid up :At beginning of the year 10,000,000 10,000.00 10,000,000 10,000.00 Issued during the year – – – – At end of the year 10,000,000 10,000.00 10,000,000 10,000.00

Shares held by holding company or its subsidiaries

As at 31.03.2014 As at 31.03.2013No. of Shares % No. of Shares %

Tata Steel Limited (Holding Company) 11,799,992 46.66% 11,799,992 46.66%"Kalimati Investment Company Limited(Subsidiary of the Holding Company)"

867,598 3.43% 867,598 3.43%

12,667,590 50.09% 12,667,590 50.09%8.5% Non Cumulative Redeemable Preference Shares Tata Steel Limited (Holding Company) 10,000,000 100.00% 10,000,000 100.00%Details of shares held by shareholders holding more than 5% of the aggregate shares in the CompanyEquity SharesTata Steel Limited (Holding Company) 11,799,992 46.66% 11,799,992 46.66%Preference SharesTata Steel Limited (Holding Company) 10,000,000 100.00% 10,000,000 100.00%

Rights, preferences and restrictions attached to shares

i) Equity Shares

The Company has one class of equity shares having a par value of ̀ 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.



54

ii) Non-cumulative Redeemable Preference Shares

Non-cumulative redeemable preference shares having a par value of ` 100 carries a fixed rate of dividend of 8.5%. The dividends proposed by the Board of Directors are subject to approval of the ensuing Annual General meeting. The dividends are not accumulated in case it is not approved by the Annual General Meeting. The preference shares are redeemable at par value after a period for 36 months from the date of allotment which is falling due in March 2015. In case of liquidation the preference shareholders will have preference over the equity shareholders over the distribution of remaining assets of the Company.

4. Reserves and SurplusCapital

ReserveDebenture

RedemptionReserve

GeneralReserve

(Deficit) in Statement of

Profit andLoss

Total

As at 31.03.2014At the beginning of the year 125.62 726.38 7,485.61 (14,161.73) (5,824.12)Transfer of DRR to General reserve (726.38) 726.38 – Profit for the year – – – 3,860.25 3,860.25 At the end of the year 125.62 – 8,211.99 (10,301.48) (1,963.87)As at 31.03.2013At the beginning of the year 125.62 726.38 7,485.61 (8,707.32) (369.71)Loss for the year – – – (5,454.41) (5,454.41)At the end of the year 125.62 726.38 7,485.61 (14,161.73) (5,824.12)

5. BorrowingsAs at 31.03.2014 As at 31.03.2013

Long Term Short Term Long Term Short TermA. Secured

(a) Term LoansFrom Banks 6,000.00 – 7,999.97 –

(b) Repayable on DemandFrom banks(i) Cash credit / Packing credits – 3,399.63 – 3,043.42

Total Secured Borrowings 6,000.00 3,399.63 7,999.97 3,043.42B. Unsecured

(a) Buyer's credit from banks – 10,428.51 – 16,646.80 (b) Bills discounted – – – 1,783.03

Total Unsecured Borrowings – 10,428.51 – 18,429.83 Total Borrowings 6,000.00 13,828.14 7,999.97 21,473.25


55

5.B

orro

win

gsAs

at 31

.03.20

14As

at 31

.03.20

13Na

me of

the B

ank/

Instru

ment

Long

-term

Shor

t ter

mCu

rrent

Matur

ity

of lon

g ter

m loa

ns(R

efer

Note

8)

Long

-term

Shor

t ter

mCu

rrent

Matur

ity

of lon

g ter

m loa

ns(R

efer

Note

8)

Repa

ymen

t term

sSe

curit

y

Secu

red12

.75 %

Non

co

nvert

ible

debe

ntures

––

––

– 1,

800.0

0 Re

paid

fully

on 07

.01.20

14Se

cured

by

equit

able

mortg

age

over

lande

d pro

pertie

s of

Khara

gpur

unit o

f the

Com

pany

toge

ther w

ith a

ll buil

dings

, str

uctur

es an

d all p

lant a

nd m

achin

ery th

ereon

, on p

ari pa

ssu

first c

harge

bas

is wit

h oth

er ter

m len

ders

and

by w

ay o

f hy

pothe

catio

n of m

ovab

le pla

nt an

d mac

hinery

, stoc

ks, b

ook

debts

and o

ther c

urren

t ass

ets on

pari p

assu

seco

nd ch

arge

basis

with

othe

r term

lend

ers.

Centr

al Ba

nk of

India

6,00

0.00

– 2,

500.0

0 7,

999.9

7 –

2,00

0.00

Repa

yable

in 20

quart

erly

instal

ments

of `

50,00

0,000

ea

ch, c

omme

ncing

from

June

20

13 an

d end

ing on

Marc

h 201

8.

Secu

red b

y firs

t pari

pas

su c

harge

ove

r fixe

d as

sets

of Kh

aragp

ur un

it of th

e Com

pany

, both

pres

ent a

nd fu

ture w

ith

other

term

lende

rs.

Cash

cred

it/Pac

king

credit

– 3,

399.6

3 –

– 3,

043.4

2 –

Paya

ble on

dema

ndSe

cured

by

way

of hy

pothe

catio

n of

mova

ble p

lant a

nd

mach

inery,

stoc

k, bo

ok de

bts an

d othe

r curr

ent a

ssets

on pa

ri pa

ssu

first c

harge

bas

is an

d by

way

of e

quita

ble m

ortga

ge

over

lande

d pro

pertie

s of

Khara

gpur

unit

of the

Com

pany

tog

ether

with

all b

uildin

gs,

struc

tures

and

all

plant

and

mach

inery

on pa

ri pas

su se

cond

charg

e bas

is.To

tal se

cured

bo

rrowin

g 6,

000.0

0 3,

399.6

3 2,

500.0

0 7,

999.9

7 3,

043.4

2 3,

800.0

0

Unse

cured

Loan

from

Hold

ing

Comp

any

Inter

Corpo

rate

depo

sit–

– 2,

200.0

0 –

– 2,

200.0

0 Re

paya

ble or

conv

erted

into

long

term

finan

cial

instru

ment

after

finali

satio

n of

the fi

nanc

ing p

lan

for th

e Ka

rnatak

a Pr

oject

or 31

Ma

rch 20

15 w

hiche

ver is

earlie

r.Bu

yer's

cred

it from

ba

nks

– 10

,428.5

1 –

– 16

,646.8

0–

Buye

r's C

redit

from

Bank

s are

rep

ayab

le on

matu

rity,

perio

d be

ing le

ss th

an on

e yea

r from

the

respe

ctive

dates

of di

sburs

emen

t wh

ich a

re fal

ling

due

from

April

2014

.

Bills

Disco

unted

––

––

1,78

3.03

–Pa

yable

on M

aturity

, peri

od be

ing

less t

han o

ne ye

ar.To

tal un

secu

red

borro

wing

– 10

,428.5

1 2,

200.0

0 –

18,42

9.83

2,20

0.00

Total

borro

wing

6,00

0.00

13,82

8.14

4,70

0.00

7,99

9.97

21,47

3.25

6,00

0.00


(` in

lacs

)


56

6. ProvisionsAs at 31.03.2014 As at 31.03.2013

Long Term Short Term Long Term Short TermPost-employment Defined Benefits(a) Post-employment Defined Benefits

(i) Retirement gratuity(Refer note : 43)

330.99 – 73.12 –

(ii) Post retirement pension(Refer note: 43)

163.29 18.95 180.23 19.05

(iii) Post retirement medical benefits(Refer note: 43)

16.50 1.91 – –

(b) Other Employee Benefits(Refer note : 43)

343.59 25.40 278.41 15.53

(c) Provisions for income tax [Net of advance tax of ` 451.93 Lacs(31.03.2013 ` 451.93 Lacs)]

– 57.53 – 57.53

Total Provisions 854.37 103.79 531.76 92.11

7. Trade PayableAs at 31.03.2014 As at 31.03.2013

Post-employment Defined Benefits(a) Acceptances 1,888.65 116.68 (b) Creditors for supplies and services 24,058.23 23,540.82 (c) Creditors for accrued wages and salaries 409.16 595.00 Total Provisions 26,356.04 24,252.50

8. Other Current LiabilitiesAs at 31.03.2014 As at 31.03.2013

(a) Current maturities of long-term debts 4,700.00 6,000.00 (b) Interest accrued but not due on borrowings 422.02 587.25 (c) Unpaid dividends 89.86 125.50 (d) Advances received from customers 1,478.29 630.55 (e) Advances received from holding company 1,464.98 1,464.98 (f) Security deposits from vendors 17.02 29.50 (g) Creditors for other liabilities

i) Creditors for capital goods 1,582.59 1,195.69 Employee recoveries and employer contributions 2.97 2.91 Statutory dues (excise duty, service tax, sales tax, TDS etc.) 165.13 685.44 Derivatives - Foreign currency forward contract 646.40 739.77

Total Other Current Liabilities 10,569.26 11,461.59


57

9. T

angi

ble a

sset

sFr

eeho

ldLa

ndLe

aseh

old Land

Fr

eeho

ldBu

ilding

s Pl

ant a

nd

Mach

inery

Furn

iture

and f

ixtur

esOf

fice

Equip

ments

Ve

hicles

Da

taPr

oces

sing

Equip

ments

Railw

ay

Siding

s To

talTa

ngibl

e As

sets

As at

31.03

.2014

Cost

at b

eginn

ing o

f yea

r 1,

187.8

7 99

.15

2,09

5.65

28,30

8.25

104.5

0 15

3.62

123.1

2 26

6.46

911.5

8 33

,250.2

0 Ad

dition

s 4,

006.3

5 8,

092.7

0 0.

04

44.38

36

.68

4.58

12

,184.7

3 Di

spos

als 47

6.59

13,29

0.95

2.80

66

.02

0.56

35

0.00

14,18

6.92

Cost

at en

d of

year

1,18

7.87

99.15

5,

625.4

1 23

,110.0

0 10

4.54

195.2

0 93

.78

270.4

8 56

1.58

31,24

8.01

Impa

irmen

t at b

eginn

ing o

f the

year

– –

170.0

0 4,

225.0

0 –

– –

– 10

5.00

4,50

0.00

Disp

osals

– –

170.0

0 4,

213.5

6 –

– –

– 10

5.00

4,48

8.56

Impa

irmen

t at e

nd o

f the

year

– –

– 11

.44

– –

– –

– 11

.44

Depr

eciat

ion a

t beg

inning

of y

ear

– 18

.03

586.6

2 11

,947.4

1 64

.06

67.38

36

.08

219.8

2 66

0.62

13,60

0.02

Char

ge fo

r the

year

1.00

17

8.19

1,32

5.50

4.80

8.

35

12.18

12

.45

26.67

1,

569.1

4 Di

spos

als 10

9.36

5,23

7.85

– 0.

79

19.10

0.

23

245.0

0 5,

612.3

3 De

prec

iatio

n at

end

of th

e yea

r –

19.03

65

5.45

8,03

5.06

68.86

74

.94

29.16

23

2.04

442.2

9 9,

556.8

3 Ne

t boo

k valu

e at b

eginn

ing of

year

1,18

7.87

81.12

1,

339.0

3 12

,135.8

4 40

.44

86.24

87

.04

46.64

14

5.96

15,15

0.18

Asse

t held

for d

ispos

al (N

ote :

2) 84

1.96

841.9

6 Ne

t boo

k valu

e at e

nd o

f yea

r 1,

187.8

7 80

.12

4,96

9.96

15,90

5.46

35.68

12

0.26

64.62

38

.44

119.2

9 22

,521.7

0 Fre

ehold Land

Leas

ehold Land

Freeh

oldBu

ilding

s Pl

ant a

nd

Mach

inery

Furni

ture

and f

ixture

s O

ffice

Equip

ments

Ve

hicles

D

ata

Proc

essin

g Eq

uipme

nts

Railw

ay

Siding

sTo

talTa

ngibl

eAs

sets

As at

31.03

.2013

Cost

at b

eginn

ing o

f yea

r 1

,187

.87

99.

15

2,0

60.8

4 2

6,11

9.81

1

05.0

8 1

50.0

2 1

08.3

7 2

59.6

3 9

11.5

8 3

1,00

2.35

Ad

dition

s –

–

3

4.81

2

,730

.17

3.6

0 5

5.96

1

2.78

–

2

,837

.32

Disp

osals

–

–

–

541

.73

0.5

8 –

4

1.21

5

.95

–

589

.47

Cost

at e

nd o

f yea

r 1

,187

.87

99.

15

2,0

95.6

5 2

8,30

8.25

1

04.5

0 1

53.6

2 1

23.1

2 2

66.4

6 9

11.5

8 3

3,25

0.20

Im

pairm

ent c

harg

e fo

r the

year

–

–

1

70.0

0 4

,225

.00

–

–

–

–

105

.00

4,5

00.0

0 Im

pairm

ent a

t end

of t

he ye

ar –

–

1

70.0

0 4

,225

.00

–

–

–

–

105

.00

4,5

00.0

0 De

prec

iation

at b

eginn

ing o

f yea

r –

1

7.03

5

28.3

2 1

0,71

8.18

5

9.26

6

0.16

4

6.99

2

06.6

3 5

98.9

5 1

2,23

5.52

Ch

arge

for t

he ye

ar –

1

.00

58.

30

1,4

43.9

2 4

.83

7.2

2 1

0.69

1

9.14

6

1.67

1

,606

.77

Disp

osals

–

–

–

214

.69

0.0

3 –

2

1.60

5

.95

–

242

.27

Depr

eciat

ion a

t end

of y

ear

–

18.

03

586

.62

11,9

47.4

1 6

4.06

6

7.38

3

6.08

2

19.8

2 6

60.6

2 1

3,60

0.02

Ne

t boo

k valu

e at

beg

inning

of y

ear

1,1

87.8

7 8

2.12

1

,532

.52

15,

401.

63

45.

82

89.

86

61.

38

53.

00

312

.63

18,

766.

83

Net b

ook v

alue

at e

nd o

f yea

r 1

,187

.87

81.

12

1,3

39.0

3 1

2,13

5.84

4

0.44

8

6.24

8

7.04

4

6.64

1

45.9

6 1

5,15

0.18

1. O

ther

than

leas

e ho

ld la

nd a

ll ot

her t

angi

ble

asse

ts a

re o

wne

d by

the

Com

pany

.

2.

Ass

et h

eld

for d

ispo

sal r

epre

sent

dis

card

ed a

sset

of R

edi u

nit.


(` in

lacs

)


58

10. Intangible assets(Acquired)

ComputerSoftware

TotalIntangible

AssetsAs at 31.03.2014

Cost at beginning of the year 75.30 75.30 Additions – –Cost at end of the year 75.30 75.30 Amortisation at beginning of the year 3.76 3.76 Charge for the year 15.06 15.06 Amortisation at end of the year 18.82 18.82 Net book value at end of the year 56.48 56.48 As at 31.03.2013

Additions 75.30 75.30

Cost at end of the year 75.30 75.30

Charge for the year 3.75 3.75

Amortisation at end of the year 3.75 3.75

Net book value at end of the year 71.55 71.55

11. Non-Current InvestmentsAs at 31.03.2014 As at 31.03.2013

Investments (At Cost)A. Trade

(a) Investments in equity instruments of a subsidiary (Unquoted) 179,400,007 (31.03.2013: 91,800,000) shares of ` 10 each fully paid up in Tata Metaliks DI Pipes Limited

9,180.49 9,180.00

(b) Investments in 8% preference shares of a Subsidiary (Unquoted) 42,00,000 (31.03.2013 : 700,000) shares of ` 100 each fully paid up in Tata Metaliks DI Pipes Limited

4,200.00 700.00

Investments in national savings certificate (Unquoted) 1.52 1.52

13,382.01 9,881.52

Aggregate amount of unquoted investments

13,382.01 9,881.52


59

12. Loans and Advances(Unsecured, considered good)

As at 31.03.2014 As at 31.03.2013Long Term Short Term Long Term Short Term

(a) Capital advances 4,779.98 – 5,522.07 – (b) Security deposits 39.81 – 97.86 3.00 (c) Advance with public bodies – 206.77 – 579.21 (d) Loans and advances to related parties

(i) Inter-Corporate Deposit – 510.00 – 510.00 (ii) Other Advance – – – 32.02

(e) Other loans and advances(i) Prepayments and others 2.60 809.94 2.60 502.38 (ii) Advance income tax [Net of Provision

for tax ` 573.00 Lacs (31.03.2013 : ` 573.00 Lacs)]

294.07 – 87.16 –

Total Loans and advances 5,116.46 1,526.71 5,709.69 1,626.61

13. Other Non Current assetsAs at 31.03.2014 As at 31.03.2013

(a) Deposits with banks having maturity of more than one yearDeposits with banks submitted as security with government agency

0.20 0.20

(b) Unamortised expensesUnamortised issue expenses of long-tem loans

13.50 19.50

Total Other Non Current assets 13.70 19.70

14. Inventories(a) Raw Materials (At lower of cost or net realisable value) 6,686.71 10,135.15

(b) Finished Goods (At lower of cost or net realisable value) 1,147.06 6,233.56

(c) Stores and spares (At or lower than cost) 383.66 392.80

Total Inventories 8,217.43 16,761.51

Included above, goods-in-transit :(a) Raw Materials 1,450.38 4,214.64

(b) Finished Goods 47.31 2,100.69

Total Other Non Current assets 1,497.69 6,315.33



60

15. Trade ReceivablesAs at 31.03.2014 As at 31.03.2013

Trade receivable(a) More than six months (from the date they were due for payment)

Considered good 29.06 0.70

Considered doubtful 73.88 45.52

Less: Provision of doubtful debts (73.88) (45.52)

(b) Others - Considered good 15,195.32 12,121.43

Net Trade Receivables 15,224.38 12,122.13

Classification of Trade ReceivablesSecured, considered good – –

Unsecured, considered good 15,224.38 12,122.13

Unsecured, considered doubtful 73.88 45.52

Total Trade Receivables 15,298.26 12,167.65

16. Cash and Bank Balances Cash and Cash equivalents(a) Cash on hand 0.93 0.97

(b) Cheques in hand 1,000.15 –

(c) Balances with banks

(i) In Current Accounts 523.24 50.10

(d) Remittance in transit 100.00 –

Total cash and cash equivalents 1,624.32 51.07

(e) Other bank balances (1) 89.86 125.50

Total cash and bank Balances 1,714.18 176.57

Included above(1) Earmarked balances for unpaid dividend 89.86 125.50

17. Other Current Assets(a) Unamortised expenses

(i) Unamortised issue expenses of long-term loans 6.00 6.00

(ii) Unamortised premium on forward contracts 150.98 259.69

Total Other current assets 156.98 265.69


61

18. Revenue from OperationsFor the year ended


31.03.2013(a) Sale of Goods

i) Pig iron 127,215.55 91,438.31 ii) Coal 231.06 2,149.92 iii) Coke 191.04 850.01 iv) Limestone – 1.74

(b) Other operating income (refer note (i) below) 1,121.49 2,219.47 Gross Revenue from Operations 128,759.14 96,659.45 Note : (i)Other operating income comprise :(a) Subsidy from State Government 688.10 194.38 (b) Sale of iron ore fines (inclusive of excise duty) – 841.55 (c) Sale of blast furnace gas 196.90 166.30 (d) Sale of metal scrap (inclusive of excise duty) 171.48 186.17 (e) Sale of sinter – 781.60 (f) Others 65.01 49.47

1,121.49 2,219.47

19. Other Income(a) Interest received from deposits 12.13 48.10 (b) Interest on income tax refunds - 321.62 (c) Profit on sale of current investments 0.31 4.27 (d) Dividend Income from current investments 7.78 1.71 (e) Provisions no longer required written back 83.96 367.23 (f) Miscellaneous Income 18.22 55.66 Total Other Income 122.40 798.59

20. Cost of materials consumedRaw materials consumed (i) Opening stock 10,135.15 10,869.27(ii) Add : Purchases 77,414.90 72,948.50

87,550.05 83,817.77 (iii) Less : Closing stock 6,686.71 10,135.15

80,863.34 73,682.62 Raw Material Consumed comprises(i) Iron ore 25,200.56 23,005.37 (ii) Coke 51,623.25 48,894.58 (iii) Fluxes 4,039.53 1,782.67

80,863.34 73,682.62



62

21. Changes in stock of finished goodsFor the year ended


31.03.2013Stock at the beginning of the yearFinished goods 6,233.56 2,510.11

6,233.56 2,510.11 Stock at the end of the yearFinished goods 1,147.06 6,233.56

1,147.06 6,233.56 Net (increase)/decrease 5,086.50 (3,723.45)

22. Employee Benefits Expense(a) Salaries and wages, including bonus 2,261.85 2,732.23 (b) Contribution to provident and other funds 419.72 382.80 (c) Staff welfare expenses 189.52 225.89

2,871.09 3,340.92

23. Finance Costs(a) Interest expense

i) Interest on debentures 176.68 362.01 ii) Interest on fixed loans 1,084.11 788.56 iii) Interest on others 507.53 1,388.75

1,768.32 2,539.32 (b) Other borrowing costs 785.14 278.55 Gross finance costs 2,553.46 2,817.87 Less: Interest capitalised – 876.87 Net finance costs 2,553.46 1,941.00

24. Depreciation and amortisation expense(a) Depreciation for the year on tangible assets as per Note 9. 1,569.14 1,606.77 (b) Amortisation for the year on Intangible assets as per Note 10. 15.06 3.75

1,584.20 1,610.52


63

25. Other ExpensesFor the year ended


31.03.2013(a) Consumption of stores and spare parts 4,502.82 2,265.46 (b) Repairs to buildings 63.95 19.55 (c) Repairs to machinery 519.83 338.51 (d) Repairs to others 657.41 278.18 (e) Fuel oil consumed 759.57 646.84 (f) Electricity charges 2,145.22 714.54 (g) Freight and handling charges 3,738.20 1,591.16 (h) Rent 103.06 91.27 (i) Rates and taxes 163.57 99.24 (j) Insurance charges 111.95 158.27 (k) Commission, discounts and rebates 354.32 209.16 (l) Excise duties (849.89) 477.05 (m) Provision for doubtful debts 28.37 45.52 (n) Other expenses

i) Loss on foreign currency transactions 1,658.27 460.77 ii) (Gain)/ loss on cancellation of forward contracts (709.19) (43.53)iii) Amortisation of premium on foreign currency forward

contracts 1,595.47 1,096.00

iv) (Gain)/ loss on sale of tangible fixed assets (0.89) 339.26 v) Auditors' remuneration and out-of-pocket expenses

As Auditors' - statutory audit 20.50 20.50 For Taxation matters 2.00 2.00 For Other Services 7.75 5.50 Auditors' out-of-pocket expenses 0.20 0.70

vi) Legal and other professional costs 187.39 199.93 vii) Advertisement, sales promotion and other selling expenses 18.88 11.32 viii) Travelling expenses 179.41 165.17 ix) Bank charges 122.42 106.91 x) Wealth tax 4.65 4.34 xi) Other general expenses 1,484.27 966.33

Total Other Expenses 16,869.51 10,269.95

26. Exceptional Items(i) Payment for employee separation – 1,069.56 (ii) Impairment of tangible assets – 4,500.00 (iii) Loss on asset sold/discarded (Refer note 43) 2,081.41 –

2,081.41 5,569.56



64

27. Contingent Liabilities and other CommitmentsAs at 31.03.2014 As at 31.03.2013

Trade receivable(a) Cenvat credit disallowed (including interest) 7,376.98 6,883.28

(b) Income Tax 134.62 129.90 (c) Guarantees given to banks on behalf subsidiary company for term

loans 1 & 2

1) Includes a guarantee denominated in US dollar - USD 11,850,000 (31.03.2013 : USD 11,850,000)

2) Loan outstanding against the guarantee as at 31.03.2014 ` 3,194.70 Lacs (31.03.2013 : ` 4,240.23 Lacs)

7,099.34 6,523.43

(d) Bill discounted 1,087.77 329.79

28. The Company has received a demand notice issued by sales tax department against the sales tax dues of Usha Ispat Limited (erstwhile owner of REDI plant) for ̀ 8,744.21 Lacs (31.03.2013: ̀ 8,744.21 Lacs). The Company has acquired only the assets of Usha Ispat Limited from IDBI SASF under SARFAESI Act and not as the successor of business. Company has filed writ petition before High Court of Bombay against the said demand which is pending for disposal.

29. Tata Steel Limited has given undertakings to Sumitomo Mitsui Banking Corporation not to dispose of the management control in Tata Metaliks DI Pipes Limited (Formerly known as Tata Metaliks Kubota Pipes Limited) held through the Company so long as the dues to Sumitomo Mitsui Banking Corporation is subsisting by Tata Metaliks DI Pipes Limited.

30. Capital and other commitmentsAs at 31.03.2014 As at 31.03.2013

(a) Capital commitments(i) Estimated value of contracts in capital account remaining to be

executed (net of advances) 9.35 219.73

31. Value of Imports (CIF)For the year ended


31.03.2013(a) Capital goods – 925.14 (b) Raw materials 19,472.99 28,146.51 (c) Spares – 216.98

32. Expenditure in Foreign Currency (On accrual basis)(a) Interest 281.72 574.92 (b) Foreign travel 2.47 0.60 (c) Consultancy 11.25 139.35 (d) Other expenses 3.91 1.27


65

33. Details of Excise duty pertaining to (accretion)/reduction to stock of finished goods is as under



(a) On opening stock 671.35 194.30 (b) On closing stock 1,521.24 671.35

(849.89) 477.05

34. Earnings Per Sharei) Profit /(Loss) for the period attributable to equity shareholders 3,860.25 (5,454.44)ii) Weighted average no.of Ordinary shares for Basic and Diluted

EPS (Nos) 25,288,000 25,288,000

iii) Nominal Value per Ordinary Share (`) 10 10 iv) Earnings/(Loss) Per Ordinary Share for the period (Rs.) - Basic 15.27 (21.57)v) Earnings/(Loss) Per Ordinary Share for the period (Rs.) - Diluted 15.27 (21.57)

35. Consumption of Imported and Indigenous MaterialsFor the year ended


31.03.2013% ` Lacs % ` Lacs

Consumption of Imported and Indigenous Materials(a) Raw materials consumed

- Indigenous 68.29% 55,224.21 51.53% 37,968.42

- Imported 31.71% 25,639.13 48.47% 35,714.20

100% 80,863.34 100.00% 73,682.62

(b) Stores and spare parts

- Indigenous 100.00% 4,502.82 90.42% 2,048.48

- Imported – – 9.58% 216.98

100% 4,502.82 100.00% 2,265.46

36. Unhedged Foreign Currency exposuresThe foreign currency exposures at the year end that have not been hedged by a derivative instrument or other wise are given below :

As at 31.03.2014 As at 31.03.2013US Dollar Equivalent

Amount ` Lacs

US Dollar Equivalent

Amount` Lacs

(a) Creditors for supplies and services 750,032 449.42 17,786,263 9,654.39

(b) Outstanding Buyer's Credit 2,587,135 1,550.21 7,419,547 4,027.33

(c) Interest and commitment charges payable 32,357 19.39 215,290 116.86



66

37. Derivative InstrumentsAs at No. of

ContractsUS Dollar Equivalent

Amount` Lacs

31.03.2014 15 16,666,923 9,986.8231.03.2013 30 35,635,250 19,342.81

38. Due to micro and small enterprises

Based on and to the extent of information obtained from suppliers regarding their status as Micro, Small or Medium enterprises under Micro, Small and Medium Enterprises Development Act, 2006, there are no amounts due to them as at the end of the year.

39. Segment Reporting

The Company is engaged in production of Pig iron.The Company is managed organisationally as a unified entity and according to the management Pig iron is the only segment as envisaged in Accounting Standard (AS) -17 Segment Reporting.

40. Related Party Transactions

Related party relationship :

Name of the related party Nature of Relationship

Tata Steel Limited : Holding Company

Tata Metaliks DI Pipes Limited : Subsidiary

TM International Logistics Limited

Fellow Subsidiary

TKM Global Logistics Limited

Tata Steel Resources Australia Pty Limited

Tata Steel Global Procurement Pte Limited :

Tata Sponge Iron Limited

Tata Steel Processing and Distribution Limited

Key Managerial Person - Mr. Harsh K. Jha : Managing Director (Upto: 31 March 2013)

Key Managerial Person - Mr. D. P. Deshpande : Executive Director (Upto: 31 March 2013)

Key Managerial Person - Mr. Sanjiv Paul : Managing Director (From: 1 April 2013)

Related Party Transactions

Name of the related party Nature of transaction For the year ended31.03.2014

For theyear ended31.03.2013

Purchase of raw materials 21,189.51 20,346.02 Sale of goods – 57.56 Services received 135.70 107.38

Tata Steel Limited Inter Corporate deposit received/(repaid)

– (5,000.00)

Interest paid – 241.58 Advance Received – 1,464.98


(` in lacs)

67



Preference Capital Contribution 3,500.00 700.00 Sale of molten metal and BF gas 27,151.47 21,516.49 Purchase of goods – 9.61

Tata Metaliks DI Pipes Limited Rent received 50.41 48.46 Interest received – 32.72 Expenses reimbursed 8.33 11.74

TM International Logistics Limited Services received 769.25 2,307.27 Tata Steel Resources Australia Pty Limited Expenses reimbursed – 28.25

Recovery of expenses – 75.65 Tata Steel Global Procurement Pte Limited Purchase of goods 5,787.36 5,715.90

Expenses reimbursed – 12.29 Tata Steel Processing and Distribution Limited Purchase of goods 24.90 18.69

Purchase of goods 385.87 – Tata Sponge Iron Limited Expenses reimbursed 2.72 –

Sale of assets 23.40 – TKM Global Logistics Limited Receiving of Services 2.09 6.67 Mr. Harsh K. Jha

Remuneration paid – 137.67

Mr. D. P. Deshpande – 79.02 Mr. Sanjiv Paul 56.29 – Name of the related party Nature of outstanding As at

31.03.2014 As at

31.03.2013 Trade receivables – 10.85 Inter Corporate Deposits received 2,200.00 2,200.00

Tata Steel Limited Advance Payable 1,464.98 1,464.98 Trade payables 1,739.08 1,610.12 Interest payable 317.78 317.78

Tata Metaliks DI Pipes Limited

Trade receivables 10,555.50 8,156.39 Inter Corporate Deposits placed – 510.00 Advance Receivable – 32.02 Interest receivable – 4.29

TM International Logistics LimitedAdvances paid 22.13 – Trade payables – 1.31

TKM Global Logistics Limited Trade payables 2.05 – Tata Steel Global Procurement Pte Limited Trade payables 1,166.56 1,231.81



68

41. Deferred Tax (liability)/AssetsAs at

31.03.2013Charge /

(Credit) to the statement

of profit and loss

As at31.03.2014

(i) Difference between book depreciation and tax depreciation 2,746.56 (963.40) 1,783.16 2,746.56 (963.40) 1,783.16

Deferred tax assets(i) Employee separation scheme (4.80) (213.33) (218.13)(ii) Unabsorbed depreciation (1,165.19) (278.44) (1,443.63)(iii) Unabsorbed business losses (911.27) 789.87 (121.40)

(2,081.26) 298.10 (1,783.16)Net Deferred tax liability/(asset) 665.30 (665.30) –

The Company has recognised deferred tax asset on unabsorbed depreciation and employee separation scheme to the extent of the corresponding deferred tax liability.42. Employee Benefits

Defined Contribution plansThe Company has recognised an amount of ` 206.71 Lacs in expenses for the year ended 31.03.2014 (Previous year ` 239.72 Lacs) towards contribution to the following defined contribution plans :



Provident Fund 135.13 167.19 Superannuation Fund 71.58 72.53Total 206.71 239.72 Defined Benefit PlansThe Company provided the following employee benefitsFunded : GratuityNon Funded : Compensated absenceNon Funded : PensionNon Funded : Post retirement medical benefit

Details of the Gratuity Plan are as follows :Description As at 31.03.2014 As at 31.03.20131. Reconciliation of opening and closing balances of obligation

(a) Obligation as at beginning of the year 415.21 419.25

(b) Current service cost 34.92 42.97

(c) Interest cost 24.39 28.61

(d) Settlement Cost /(Credit) - 45.69

(e) Actuarial (gain)/loss 307.12 51.82

(f) Benefits paid 220.75 173.13

(g) Obligation as at end of the year 560.89 415.21


69

Details of the Gratuity Plan are as follows :Description As at 31.03.2014 As at 31.03.20132. Change in fair value of plan assets

(a) Fair value of plan assets as at beginning of the year 342.09 161.08

(b) Expected return on plan assets 25.28 22.07

(c) Actuarial (gain)/loss - 3.93

(d) Contributions made by the company 83.28 200.00

(e) Benefits paid 220.75 44.99

(f) Fair value of plan assets as at end of the year 229.90 342.09

3. Reconciliation of fair value of plan assets and obligations(a) Present value of obligation 560.89 415.21

(b) Fair value of plan assets 229.90 342.09

(c) Amount recognised in the balance sheet Asset/(Liability) (330.99) (73.12)

4. Expenses recognised during the year(a) Current service cost 34.92 42.97

(b) Interest cost 24.39 28.61

(c) Expected return on plan assets (25.28) (22.07)

(d) Settlement Cost /(Credit) – 45.69


(f) Expenses recognised during the year 341.15 143.09

5. Investment details % invested % invested

(a) Others (Funds with Life Insurance Corporation of India) 100.00 100.00 # The breakup of the fund assets are not provided by the insurance company.

6. Assumptions %

(a) Discount rate (per annum) 9.20% 8.00%

(b) Estimated rate of return on plan assets (per annum) 9.25% 9.25%

(c) Rate of escalation in salary 7.50% 5.00%

31.03.2014 31.03.2013 31.03.2012 31.03.2011 31.03.20107. Experience adjustments

(a) Present value of obligation 560.89 415.21 419.25 342.22 264.21 (b) Fair value of plan assets 229.90 342.09 161.08 202.67 167.07 (c) Amount recognised in the balance sheet

Asset/(Liability) (330.99) (73.12) (258.17) (139.55) (97.14)

(d) Experience adjustments on plan liabilities ((gain)/loss)

236.20 27.73 91.12 37.75 37.64

(e) Experience adjustments on plan assets (gain/(loss))

– 3.93 (24.77) – (2.20)



70

Details of the Compensated absence Benefit are as follows :Description 2013-14 2012-131. Reconciliation of opening and closing balances of obligation




(d) Settlement Cost /(Credit) - 17.24

(e) Acquisition Cost/(Credit) 17.82 -

(f) Actuarial (gain)/loss 34.84 (31.18)

(g) Benefits paid 40.59 146.51

(h) Obligation as at end of the year 368.99 293.94



(c) Settlement Cost /(Credit) - 17.24

(d) Actuarial gain/(loss) 34.84 (31.18)

(e) Expenses recognised during the year 97.82 63.42

3. Assumptions %


(b) Estimated rate of return on plan assets (per annum) NA NA



(a) Present value of obligation 368.99 293.94 377.03 324.63 260.30 (b) Experience adjustments on plan liabilities

gain/(loss) 8.57 (46.96) 85.53 29.44 81.16


71

Details of the Post retirement Pension benefit (Un-funded) are as follows : Description 2013-14 2012-131. Reconciliation of opening and closing balances of obligation

(a) Obligation as at beginning of the year 199.28 –

(b) Interest cost 15.15 –

(c) Actuarial (gain)/loss (12.39) 199.28

(d) Benefits paid (19.80) –

(e) Obligation as at end of the year 182.24 199.28

2. Expenses recognised during the year(a) Interest cost 15.15 –

(b) Actuarial (gain)/loss (12.39) 199.28

(c) Expenses recognised during the year 2.76 199.28

3. Assumptions %


Details of the Post Retirement Medical benefit (Un-funded) are as follows : Description 2013-14 2012-131. Reconciliation of opening and closing balances of obligation

(a) Actuarial gain/(loss) 18.41 NA

(b) Obligation as at end of the year 18.41 NA

2. Expenses recognised during the year(a) Actuarial gain/(loss) 18.41 NA

(b) Expenses recognised during the year 18.41 NA

3. Assumptions %

(a) Discount rate (per annum) 9.20% NA



72

43. Discontinuing Operations :

Based on decision of the Board of Directors of the Company at its meeting held on November 19, 2012 the Company has filed an application with the appropriate authority for closure of the Redi Plant, located at Terekhol Road, Dist: Sindhudurg, Redi - 416 517, Maharashtra, in accordance with the provisions of the Industrial Disputes Act, 1947. The application was initially rejected by the authority and the company has filed a review petition before the same authority. In the mean time the Company has negotiated with the employees for settlement and an agreement was signed on March 25, 2013 with the employees' union. The Company and the employees' union have filed the settlement details with the Commissioner of Labour to facilitate the closure process.Consequent to the closure, the Company has entered into a binding sale agreement with a buyer for sale of its entire Plant and Machinery in dis aggregated form and has received a non-refundable advance of ` 2,580 lacs. Pursuant to the sale agreement, the Company has discarded/dismantled its Plant and Machinery and Capital work in progress and recognised the resultant loss of ` 2081.41 lacs, disclosed as an exceptional item.The carrying value of fixed assets, current assets and current liabilities of the Redi Plant were ` 1,229.27 lacs (31.03.13 ` 5,698 lacs) ` 125.68 lacs (31.03.13 ` 777 Lacs) and ` 1,240.99 lacs (31.03.13 ` 746 Lacs) respectively.

Rupees

Continuing Operations Discontinuing Operations TotalTwelve

monthsEnded

31.03.2014

Twelve monthsEnded

31.03.2013

Twelve monthsEnded

31.03.2014

Twelve monthsEnded

31.03.2013

Twelve monthsEnded

31.03.2014

Twelve monthsEnded

31.03.2013Revenue from operations (gross) 128,449.34 95,609.82 309.80 1,049.63 128,759.14 96,659.45 Less : Excise Duty 13,550.53 10,107.85 226.55 113.51 13,777.08 10,221.36 Revenue from Operations (net) 114,898.81 85,501.97 83.25 936.12 114,982.06 86,438.09 Other Income 55.27 739.66 67.13 58.93 122.40 798.59 Total 114,954.08 86,241.63 150.38 995.05 115,104.46 87,236.68 Operating Expenses 106,367.63 81,888.72 907.01 3,291.84 107,274.64 85,180.56 Interest 2,553.46 1,941.00 - - 2,553.46 1,941.00 Profit/(Loss) from Operating activities Before exceptional items and tax

6,032.99 2,411.91 (756.63) (2,296.79) 5,276.36 115.12

Exceptional Items – – (2,081.41) (5,569.56) (2,081.41) (5,569.56)Profit/(Loss) from Operating activities before tax

6,032.99 2,411.91 (2,838.04) (7,866.35) 3,194.95 (5,454.44)

Tax (Deffered Tax) (665.30) – – – (665.30) – Profit/(Loss) from Operating activities after tax

6,698.29 2,411.91 (2,838.04) (7,866.35) 3,860.25 (5,454.44)

Net Cash flow from/(used in) Operating activities

16,070.35 15,551.85 2,156.40 (118.76) 18,226.75 15,433.09

Net Cash flow from/(used) in Investing activities

(4,110.05) (9,953.66) 2,629.05 1.76 (1,481.00) (9,951.90)

Net Cash flow from/ (used) in Financing activities

(15,172.50) 377.02 – (12,837.98) (15,172.50) (12,460.96)


73

44. Leases

Operating Lease arrangement as lessee

The Company has entered into a non-cancellable operating lease in respect of vehicles and the lease rental expenses recognised for the year is ` 14.27 Lacs (previous year: Rs. 14.53 lacs) The lease agreement provides for an option to the Company to renew the lease period at the end of the non-cancellable period. There are no exceptional/ restrictive covenants in the lease agreements.

The total of future minimum lease payments under non-cancellable operating lease as at 31.03.14 are as follows :

2013-14 2012-13Payable not later than one year 14.27 14.15

Payable later than one year but not later than five years 11.13 24.01

Payable later than five years – –

45. The Board of Directors of the Company and Committee of Directors of Tata Steel Limited have at their respective meetings held on April 10, 2013, approved a scheme of amalgamation of the Company with Tata Steel Limited with an appointed date of April 1, 2013. The said amalgamation would be effective upon obtaining requisite regulatory approvals/ sanction as may be required.

In terms of the above Scheme, the Company shall from the appointed date upto the effective date, carry on and deemed to have carried on all business and activities and shall hold and stand possessed of all and shall be deemed to hold and stand possessed of all its estates, assets, rights, title, interest, authorities, contracts, investments and strategic decision for and on account of, and in trust for Tata Steel Limited.

46. Previous year's figures have been regrouped/reclassified where necessary to correspond with the current year's clasification/disclosure.


Kolkata, 24 April, 2014




74

INDEPENDENT AUDITORS’ REPORT

To The Members ofTATA METALIKS LIMITED

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of TATA METALIKS LIMITED (“the Company”), and its subsidiary Tata Metaliks DI Pipes Limited (Formerly known as Tata Metaliks Kubota Pipes Limited) (the Company, its subsidiary constitute “the Group”), which comprises the Consolidated Balance Sheet as at 31 March 2014, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

The Company’s Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company’s preparation and presentation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at 31 March, 2014;

(ii) in the case of the Consolidated Statement of Profit and Loss, of the loss of the Group for the year ended on that date; and

(iii) in the case of the Consolidated Cash Flow Statement, of the cash flows of the Group for the year ended on that date.



75

CONSOLIDATED BALANCE SHEET as at March 31, 2014

(` in lacs)Notes As at

31.03.2014 As at

31.03.2013I. EQUITY AND LIABILITIES

(1) Shareholders' funds(a) Share capital 3 12,528.80 12,528.80 (b) Reserves and surplus 4 (14,505.01) (15,452.35)

(1,976.21) (2,923.55)(2) Non-current liabilities

(a) Long-term borrowings 5 12,508.20 18,095.56 (b) Deferred tax liabilities (net) 41 - 665.30 (c) Long-term provisions 6 969.74 595.83

13,477.94 19,356.69 (3) Current liabilities

(a) Short-term borrowings 5 14,040.12 25,427.25 (b) Trade payables 7 30,208.75 26,844.67 (c) Other current liabilities 8 17,665.64 16,428.45 (d) Short-term provisions 6 104.57 92.75

62,019.08 68,793.12 TOTAL EQUITY AND LIABILITIES 73,520.81 85,226.26

II. ASSETS(1) Non-current assets

(a) Fixed assets(i) Tangible assets 9 39,164.89 31,669.96 (ii) Intangible assets 10 66.85 85.07 (iii) Capital work-in-progress 829.78 11,862.74

40,061.52 43,617.77 (b) Non-current investments 11 1.52 1.52 (c) Long-term loans and advances 12 5,160.70 5,800.01 (d) Other non-current assets 13 256.02 315.92

45,479.76 49,735.22 (2) Current Assets

(a) Inventories 14 11,820.95 21,727.19 (b) Trade receivables 15 10,145.08 8,857.95 (c) Cash and bank balances 16 2,088.62 901.17 (d) Short-term loans and advances 12 3,771.18 3,688.61 (e) Other current assets 17 215.22 316.12

28,041.05 35,491.04 TOTAL ASSETS 73,520.81 85,226.26

The Notes referred to above form an integral part of Balance sheet





76

CONSOLIDATED STATEMENT OF PROFIT AND LOSS for the year ended March 31, 2014

(` in lacs)Notes For the

year ended 31.03.2014


I. Revenue from operations (gross) 18 154,755.10 108,349.56 Less : Excise duty 12,305.25 9,080.52 Revenue from operations (net) 142,449.85 99,269.04

II. Other Income 19 171.32 782.83 III. Total Revenue (I + II) 142,621.17 100,051.87 IV. Expenses

(a) Cost of materials consumed 20 86,490.26 77,227.54 (b) Changes in stock of finished goods and work-in-progress 21 6,643.94 (4,291.53)(c) Employee benefits expense 22 4,997.57 5,058.50 (d) Finance costs 23 4,266.97 3,872.24 (e) Depreciation and amortisation expense 24 3,108.35 2,822.50 (f) Other expenses 25 34,750.63 21,183.49 Total Expenses (IV) 140,257.72 105,872.74

V. Profit/(Loss) before exceptional items and tax (III - IV) 2,363.45 (5,820.87)VI. Exceptional Items 26 (2,081.41) (5,569.56)VII. Profit/(Loss) before tax (V - VI) 282.04 (11,390.43)VIII. Tax Expense

(1) Current tax – – (2) Deferred tax 41 (665.30) – Total tax expense (665.30) –

IX. Profit/(Loss) for the year (VII - VIII) 947.34 (11,390.43)X. Minority Interest – (2,679.59)XI. Profit/(Loss) for the year after tax and minority interest (VII -VIII) 947.34 (8,710.84)

Profit/(Loss) from continuing operations before tax 37 3,120.08 (3,524.08)Tax Expense (665.30) – Profit/(Loss) from continuing operations after tax 37 3,785.38 (3,524.08)Profit/Loss from discontinuing operations before tax 37 (2,838.04) (7,866.35)Tax Expense – – Profit/Loss from discontinuing operations after tax 37 (2,838.04) (7,866.35)

XII. Earnings per equity share : 31(1) Basic (Face value of `10 per share) 3.75 (34.45)(2) Diluted (Face value of ` 10 per share) 3.75 (34.45)

The Notes referred to above form an integral part of Consolidated Statement of Profit and Loss

In terms of our report attachedFor Deloitte Haskins & SellsChartered Accountants

Abhijit BandyopadhyayPartnerKolkata, 24 April, 2014



77



A. Cash Flow from Operating activities :Profit/(Loss) before taxes 282.04 (11,390.43)

Adjustments for :

Depreciation and amortisation expense 3,108.35 2,822.50

Impairment of tangible assets – 4,500.00

Write down of inventories to net realisable value – 290.12

Provision no longer required written back (92.19) (367.23)

Interest income (52.82) (353.96)

Write down of goodwill on consolidation 0.49 –

Dividend income from current investments (7.78) (1.71)

Profit on sale of current investments (0.31) (4.27)

Finance Costs 4,266.97 3,872.24

Provision for doubtful debt 28.37 49.80

Provision for wealth tax 4.65 4.34

Loss on asset sold/discarded of Redi Plant 2,081.41 –

Gain on cancellation of forward contracts (673.11) (32.04)

Profit/(Loss) on sale of fixed assets 19.51 349.20

Exchange loss/(gain) on foreign currency transaction 1,785.83 461.06

Operating profit before working capital changes 10,751.41 199.62

Adjustments for (increase)/decrease in operating assets

Inventories 9,906.25 (4,029.82)

Trade receivables (1,218.00) (4,081.14)

Short-term loans and advances (83.88) (1,181.05)

Long-term loans and advances 110.80 522.55

Other current assets 72.50 306.70

Adjustments for increase/(decrease) in operating liabilities

Trade payables 1,579.17 17,984.42

Other current liabilities 2,653.87 4,640.10

Short-term provisions 11.82 (98.84)

Long-term provisions 373.93 (45.03)

Cash generated from operations 24,157.87 14,217.51

Direct taxes refunded/ (Paid) (218.52) 1,904.67

Net cash generated from operating activities 23,939.35 16,122.18

CONSOLIDATED CASH FLOW STATEMENT for the year ended March 31, 2014(` in lacs)


78



B. Cash Flow from Investing activities :Purchase of fixed assets (1,993.48) (11,658.06)Fixed Deposit of more than 12 months - Matured – 62.29 Purchase of long-term investments in subsidiary (0.49) –Purchase of current investments (10,625.00) (5,100.00)Proceeds from sale of current investment 10,633.09 6,105.98 Proceeds from sale of fixed asset 2,676.63 7.94 Interest income received 42.33 370.48 Net cash generated from/(used in) investing activities 733.08 (10,211.37)

C. Cash Flow from Financing activities :Repayment of short-term borrowings (1,836.30) –Repayment of loan to holding company – (5,490.00)Proceeds from short-term borrowings 1,006.80 755.05 Proceeds from working capital loans 14,456.21 26,372.69 Repayment of working capital loans (15,900.00) (26,543.65)Proceeds from bills discounted (991.00) 1,594.09 Repayment from bills discounted (1,783.03) –Proceeds from buyer's credit 32,940.27 17,880.74 Proceeds from long-term borrowings – 17,601.63 Repayment of buyer's credit (41,382.48) (32,430.14)Repayment of long-term borrowings (6,275.02) (9,177.11)Loss on cancellation of forward contract (36.08) (11.50)Gain on cancellation of forward contracts 709.19 43.53 Interest and other borrowing costs paid (4,357.90) (3,638.06)Net cash (used in) financing activities (23,449.34) (13,042.73)

Net increase/(decrease) in cash and cash equivalents 1,223.09 (7,131.92)Cash and cash equivalents as at 1st April 775.67 7,907.59 Cash and cash equivalents as at 31st March 1,998.76 775.67

Notes : 1. Purchase of current investments are exclusive of purchases made out of dividend re-invested ` 7.78 Lacs (Previous

period : ` 1.71 Lacs). 2. Interest paid is exclusive and purchase of fixed assets is inclusive of interest capitalised ` Nil (Previous period ` 876.87

Lacs).3. Figures in brackets represent outflows.




CONSOLIDATED CASH FLOW STATEMENT for the year ended March 31, 2014 (Contd.)(` in lacs)

79

1. Principles of Consolidation

The consolidated financial statements relate to Tata Metaliks Limited ("the Company") and its subsidiary company. The consolidated financial statements have been prepared on the following basis :

a) The financial statements of the Company and its subsidiary company (together "the Group") have been combined on a line-by-line basis by adding together book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions resulting in unrealised profits and losses as per Accounting Standard (AS) 21 - Consolidated Financial Statements as notified under the Companies (Accounting Standards) Rules, 2006 (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs) and the relevant provisions of the 1956 Act / 2013 Act, as applicable.

b) The financial statements of the subsidiary used in the consolidation are drawn upto the same reporting date as that of the Company. i.e., 31 March 2014.

c) Minority interest in the net assets of the consolidated subsidiaries consists of :

i) Amount of equity attributable to minorities at the date on which investment in a subsidiary is made; and

ii) The minorities' share of movements in equity since the date the parent subsidiary relationship came into existence.

d) Minority interest's share of net loss for the year of consolidated subsidiary is identified and adjusted against the profit after tax of the group.

e) Intra-group balances and intra-group transactions and resulting unrealised profit have been eliminated.

f) The Consolidated Financial Statements have been prepared in accordance with Accounting Standard (AS) 21 - Consolidated Financial Statements, Accounting Standard (AS) 23 - Accounting for Investments in Associates in Consolidated Financial Statements and Accounting Standard (AS) 27 - Financial Reporting of Interests in Joint Ventures as notified under the Companies (Accounting Standards) Rules, 2006.

g) The Subsidiary considered in the preparation of the Consolidated Financial Statements :

Name of the Subsidiary : Tata Metaliks DI Pipes Limited

Country of incorporation : India

As at 31.03.2014 As at 31.03.2013

Percentage of ownership interest : 100.00% 51.17%

2. Summary of Significant Accounting Policies

2.01 Basis of Accounting

The consolidated financial statements of the Company and its subsidiary (together the 'Group') have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 211(3C) of the Companies Act, 1956 (“the 1956 Act”) (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 (“the 2013 Act”) in terms of General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs) and the relevant provisions of the 1956 Act / 2013 Act, as applicable. The consolidated financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those followed in the previous year.

2.02 Use of Estimates

The accounts presentation in accordance with Generally Accepted Accounting Principles in India requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent liabilities as at the date of the financial statements and the reported amounts of expenses during the year.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


80

Actual results could differ from those estimates. Any revision to accounting estimates is recognised prospectively in the current and future periods.

2.03 Government Grants

Government grants which are given with reference to the total investments in an undertaking and no repayment is ordinarily expected in respect thereof, the grants are treated as capital reserve which can be neither distributed as dividend nor considered as deferred income.

2.04 Tangible Assets

i) Tangible assets are stated at cost less accumulated depreciation/amortisation. The cost of an asset includes the purchase cost of materials, including import duties and non-refundable taxes, and any directly attributable costs of bringing an asset to the location and condition of its intended use. Interest on borrowings used to finance the construction of qualifying assets are capitalised as part of the cost of the asset until such time that the asset is ready for its intended use. The effect of exchange differences arising on reporting of long-term foreign currency monetary items is accounted by addition or deduction to the cost of the assets so far it relates to depreciable capital assets in line with Companies (Accounting Standards) Amendment Rules 2009 relating to Accounting Standard (AS) 11 - The Effect of Changes in Foreign exchange rates notified by Government of India on 31 March 2009.

ii) Freehold land is not depreciated. Premium paid on leasehold land and land development expenses are amortised over the primary lease period. Railway sidings the ownership of which vest with the Railway authorities are depreciated over ten years. Other fixed assets are depreciated on a straight line basis applying the rates and in the manner prescribed in Schedule XIV to the Companies Act, 1956.

2.05 Intangible assets

Intangible assets are stated at acquisition cost, net of accumulated amortisation. Intangible assets are amortised on a straight line basis over their estimated useful life. The cost of software is amortised on a straight line basis over an estimated useful life of five years.

2.06 Relining Expenses

Expenses incurred on relining of blast furnace is capitalised and depreciated over a period of five years of average expected life. All other relining expenses are charged as expense in the year they are incurred. The written down value consisting of relining expenditure embedded in the cost of blast furnace is written off in the year of fresh lining.

2.07 Impairment

Wherever events or changes in circumstances indicate that the carrying value of fixed assets may be impaired, the Company subjects such assets to a test of recoverability, based on discounted cash flows expected from use or disposal of such assets. If the assets are impaired, the Company recognises an impairment loss as the difference between the carrying value and the recoverable amount.

2.08 Investments

Long term investments are carried at cost less provision for diminution other than temporary ( if any) in value of such investments. Current investments are carried at lower of cost and fair value.

2.09 Lease

The Group's significant leasing arrangements are in respect of operating leases for premises (Office, Residence etc.,). The leasing arrangements which normally have a tenure of eleven months to three years are cancellable with a reasonable notice, and are renewable by mutual consent at agreed terms. The aggregate lease rent payable is charged as rent in the statement of profit and loss. Assets, primarily motor vehicles acquired on leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Lease rentals are charged to the statement of profit and loss on straight line basis.


81

2.10 Inventories

i) Raw materials are valued at cost comprising purchase price, freight and handling, non refundable taxes and duties and other directly attributable costs.

ii) Finished products are valued at lower of cost and net realisable value.

iii) Stores and spares are valued at cost comprising of purchase price, freight and handling, non refundable taxes and duties and other directly attributable costs.

iv) Value of inventories are generally ascertained on the "weighted average" basis.

2.11 Revenue recognition

i) Sale of Products

Revenue from the sale of goods is recognised in the statement of profit and loss when the significant risks and rewards of ownership have been transferred to the buyer, which generally coincides with the delivery of goods to customers. Revenue includes consideration received or receivable, excise duty but net of discounts and other sales related taxes.

ii) Dividend and Interest income

Dividend income is recognised when the company’s right to receive dividend is established. Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.

iii) Insurance Claims

The Company recognises insurance claims when the recoverability of the claims is established with a reasonable certainty.

iv) Revenue Subsidy from Government of West Bengal

Subsidy linked to the incurrence of capital expenditures sanctioned by the Government under notified schemes are recognised as income on disbursement by the Government.

v) Sales tax deferral scheme

Excess of deferred sales tax liability discharged over the payment made based on net present value is recognised as income at the time of payment of net present value.

2.12 Borrowing costs

Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets are capitalised as part of the cost of such assets till such time the asset is ready for its intended use. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use. All other borrowing costs are recognised as an expense in the statement of profit and loss in the period in which they are incurred.

2.13 Cash Flow Statement

Cash flows are reported using the indirect method, whereby profit/(loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

2.14 Cash and Cash Equivalents

Cash and Cash equivalents comprises cash on hand and balances in current accounts with banks having original maturity of less than three months.

2.15 Foreign Currency Transactions

Foreign currency transactions are recorded on initial recognition in the reporting currency i.e. Indian rupees, using



82

the exchange rates prevailing on the date of the transaction. Monetary assets and liabilities in currencies other than the reporting currency and foreign exchange contracts remaining unsettled are remeasured at the rates of exchange prevailing at the balance sheet date. Exchange difference arising on the settlement of monetary items, and on the remeasurement of monetary items, other than long-term foreign currency monetary items are included in the statement of profit and loss.

The Group has opted for accounting the exchange difference arising on long-term foreign currency monetary items in line with the Companies (Accounting Standards) Amendment Rules, 2009 relating to Accounting Standards (AS) 11- The Effects of Changes in Foreign Exchange Rates notified by the Government of India on 31 March 2009. Accordingly exchange difference arising on the settlement and remeasurement of long-term foreign currency monetary items relating to the acquisition of depreciable capital asset are accounted by addition or deduction to the cost of the depreciable assets.

Foreign Currency forward contracts, other than those entered into to hedge foreign currency risk on unexecuted firm commitments or highly probable forecast transactions are treated as foreign currency transactions and accounted accordingly as per Accounting Standard (AS) 11 - The Effects of Changes in Foreign Exchange Rates. The difference between the contract rate and spot rate on the date of transaction is recognised as premium/discount and recognised over the life of the contract. Exchange differences arising on account of remeasurement and gains and losses arising on account of roll over/cancellation of foreign currency forward contracts are recognised in the statement of profit and loss.

2.16 Employee Benefits

i) Short term Benefits

Short term employee benefits are recognised as an expense at the undiscounted amount in the statement of profit and loss of the year in which the related service is rendered.

ii) Defined Contribution Plans

Defined contribution plans are those plans where the Company pays fixed contributions to a fund managed by government authorities and independent trusts. Contributions are paid in return for services rendered by the employees during the year. The Company has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay employee benefits. The Company provides Provident Fund facility to all employees and Superannuation benefits to selected employees. The contributions are expensed as they are incurred in line with the treatment of wages and salaries.

iii) Defined Benefit Plans

The Group provides gratuity and leave encashment benefits to its employees. Gratuity liabilities are funded through a separate trust with its funds managed by Life Insurance Corporation of India. The liability towards leave encashment is not funded. The present value of these defined benefit obligations are ascertained by an independent actuarial valuation as per the requirement of Accounting Standards 15 - Employee Benefits. The liability recognised in the balance sheet is the present value of the defined benefit obligations on the balance sheet date less the fair value of the plan assets (for funded plans), together with adjustments for unrecognised past service costs. All actuarial gains and losses are recognised in the Statement of Profit and Loss in full in the year in which they occur.

2.17 Earnings Per Share

The basic earnings per share is computed by dividing the net profit attributable to the equity shareholders for the year by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the net profit attributable to the equity shareholders for the year by the weighted average number of equity together with any dilutive equity equivalent shares outstanding during the year, except where the results would be anti-dilutive.


83


2.18 Segment Reporting

The Group identifies primary segments based on the dominant source, nature of risks and returns, internal organisation and management structure and the internal performance reporting systems. The accounting policies adopted for the segment reporting are in line with the accounting policies of the Group. Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of the their relationship to the operating activities of the segment. Assets and liabilities which relate to the Group as a whole and are not allocable to segments on reasonable basis have been included under "unallocable asset/liabilities".

2.19 Taxes on Income

i) Current Tax

Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the provisions of the Income-tax Act, 1961.

ii) Deferred tax

Deferred tax assets and liabilities are recognised by computing the tax effect on timing differences which arise during the year and reverse in the subsequent periods. The Company is eligible for tax deductions available under section 80IA of the Income Tax Act, 1961, in respect of income attributable to captive power plants being an eligible business. In view of tax deduction available to the Company under Section 80IA of the Income Tax Act, 1961, deferred tax is recognised in respect of timing differences, which originate before or during the tax holiday period but reverse before or after the tax holiday period. Deferred tax assets against unabsorbed depreciation and carried forward loss under tax laws, are recognised only to the extent that there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets on other timing differences are recognised only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised.

Current and Deferred tax is measured based on the provisions of tax laws and tax rates enacted or substantively enacted as at the Balance Sheet date.

2.20 Provisions, Contingent liabilities and Contingent assets

i) Provision

Provisions are recognised for liabilities that can be measured only by using a substantial degree of estimation, if the Company has a present obligation as a result of past event, a probable outflow of resources is expected to settle the obligation and the amount of the obligation can be reliably estimated.

ii) Contingent Liabilities and Assets

Contingent liability is a possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the enterprise, or is a present obligation that arises from past events but is not recognised because either it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or a reliable estimate of the amount of the obligation cannot be made. Contingent liabilities are disclosed and not recognised. Contingent Assets are neither recognised not disclosed.


84

4. Reserves and SurplusCapital

ReserveDebenture

RedemptionReserve

GeneralReserve

Deficit in Statement of

Profit andLoss

Total

As at 31.03.2014At the beginning of the year 125.62 726.38 7,485.61 (23,789.96) (15,452.35)Transfer of DRR to General reserve (726.38) 726.38 –Profit for the year – – – 947.34 947.34 At the end of the year 125.62 – 8,211.99 (22,842.62) (14,505.01)As at 31.03.2013At the beginning of the year 125.62 726.38 7,485.61 (15,079.12) (6,741.51)Loss for the year – – – (8,710.84) (8,710.84)At the end of the year 125.62 726.38 7,485.61 (23,789.96) (15,452.35)

3. Share CapitalAs at 31.03.2014 As at 31.03.2013

Authorised :50,000,000 Equity Shares of ` 10 each(31.03.2013 : 50,000,000 Equity Shares of ` 10 each)

5,000.00 5,000.00

10,000,000 8.5% Non Cumulative Redeemable Preference Shares of ` 100 each(31.03.2013 : 10,000,000 8.5% Non Cumulative Redeemable Preference Shares of ` 100 each)

10,000.00 10,000.00

15,000.00 15,000.00 Issued : 25,288,000 Equity Shares of ` 10 each(31.03.2013 : 25,288,000 Equity Shares of ` 10 each)

2,528.80 2,528.80


10,000.00 10,000.00

12,528.80 12,528.80 Subscribed and fully paid up :25,288,000 Equity Shares of ` 10 each(31.03.2013 : 25,288,000 Equity Shares of ` 10 each)

2,528.80 2,528.80


10,000.00 10,000.00

12,528.80 12,528.80

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(` in lacs)

85

5. BorrowingsAs at 31.03.2014 As at 31.03.2013

Long Term Short Term Long Term Short TermA. Secured

(a) Term Loans(i) From banks 11,126.40 – 15,505.82 – (ii) From others 1,153.84 – 2,589.74 –

(b) Buyer's Credit from Banks 227.96 211.98 – 259.02 (c) Repayable on Demand

(i) From Banks(a) Working Capital Demand Loans – – – 1,800.00 (b) Cash credit / Packing credits – 3,399.63 – 3,043.42

(d) FCNR (B) Loan – – – 903.98 Total Secured Borrowings 12,508.20 3,611.61 18,095.56 6,006.42 B. Unsecured

(a) Buyer's credit from banks – 10,428.51 – 16,646.80 (b) Bills Discounted – – – 2,774.03

Total Unsecured Borrowings – 10,428.51 – 19,420.83 Total Borrowings 12,508.20 14,040.12 18,095.56 25,427.25

6. ProvisionsProvision for employee benefits(a) Post-employment Defined Benefits

(i) Retirement gratuity 340.02 – 73.12 –(ii) Post retirement pension 163.30 18.95 180.23 19.05 (iii) Post retirement medical benefits 16.49 1.91

(b) Other Employee Benefits 449.93 26.18 342.48 16.17 (c) Provisions for tax – 57.53 – 57.53 Total Provisions 969.74 104.57 595.83 92.75

7. Trade PayableAs at 31.03.2014 As at 31.03.2013

(a) Acceptances 1,888.65 116.68 (b) Creditors for supplies and services 27,671.07 25,891.64 (c) Creditors for accrued wages and salaries 649.03 836.35 Total Provisions 30,208.75 26,844.67



86

8. Other Current LiabilitiesAs at 31.03.2014 As at 31.03.2013

(a) Current maturities of long-term debts 8,774.51 8,852.96 (b) Interest accrued but not due on borrowings 501.19 690.89 (c) Unpaid dividends 89.86 125.50 (d) Advances received from customers 3,199.29 1,396.27 (e) Advances received from holding company 1,464.98 1,464.98 (f) Security deposits from vendors 17.02 29.50 (g) Creditors for other liabilities

(i) Creditors for capital goods 2,477.85 2,029.27 (ii) Employee recoveries and employer contributions 22.40 20.48 (iii) Statutory dues (excise duty, service tax, sales tax, TDS etc.) 388.65 1,064.33 (iv) Derivatives 729.89 739.77 (v) Other credit balances – 14.50

17,665.64 16,428.45 Note :(1) Current maturities of long-term debt - Long-term borrowings for details

of security and guarantee.SecuredTerm loans(i) From banks 5,138.61 3,609.37 (ii) From holding company 2,200.00 2,200.00 (iii) From others 1,435.90 3,043.59

8,774.51 8,852.96


87


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6.81

11

.15

14.83

57

.53

26.67

3,

090.1

4 Dis

posa

ls –

– 10

9.36

5,33

0.09

0.28

0.

90

26.46

1.

05

245.0

0 5,

713.1

4 De

prec

iation

at en

d of th

e yea

r –

19.03

1,

168.3

9 12

,776.5

0 88

.61

96.56

37

.04

468.6

7 44

2.28

15,09

7.08

Net b

ook v

alue a

t beg

inning

of th

e yea

r 1,

187.8

7 81

.12

4,87

4.16

24,92

0.94

61.95

13

4.15

107.9

5 15

5.85

145.9

7 31

,669.9

6 As

set h

eld fo

r disp

osal

(Note

: 2)

– –

– 84

1.96

– –

– –

– 84

1.96

Net b

ook v

alue a

t end

of th

e yea

r 1,

187.8

7 80

.12

8,47

0.36

28,88

4.75

59.14

16

5.57

92.26

10

5.52

119.3

0 39

,164.8

9 Fre

ehold Land

Leas

ehold Land

Free

hold

Build

ings

Plan

t and

Ma

chine

ry Fu

rnitur

ean

d fixt

ures

Offic

e Eq

uipme

nts

Vehic

les

Data

Pr

oces

sing

Equip

ments

Railw

ay Si

dings

Total

Tang

ible

Asse

tsAs

at 31

.03.20

13Co

st at

beg

inning

of y

ear

1,1

87.8

7 9

9.15

5

,891

.95

41,

245.

20

144

.23

218

.14

141

.87

550

.34

911

.58

50,

390.

33

Addit

ions

–

–

82.

14

3,6

13.7

2 0

.38

4.0

5 5

5.96

2

3.99

–

3

,780

.24

Exch

ange

diffe

renc

es ca

pitali

sed

–

–

58.

83

260

.88

–

–

–

–

–

319

.71

Disp

osals

–

–

–

550

.43

0.5

8 1

.73

41.

21

6.2

9 –

6

00.2

4 Co

st at

end

of y

ear

1,1

87.8

7 9

9.15

6

,032

.92

44,

569.

37

144

.03

220

.46

156

.62

568

.04

911

.58

53,

890.

04

Impa

irmen

t at b

eginn

ing o

f the

year

Impa

irmen

t cha

rge

for t

he ye

ar

170

.00

4,2

25.0

0 1

05.0

0 4

,500

.00

Disp

osals

Impa

irmen

t at e

nd o

f the

year

170

.00

4,2

25.0

0 1

05.0

0 4

,500

.00

Depr

eciat

ion a

t beg

inning

of y

ear

–

17.

03

822

.58

13,

144.

95

75.

53

76.

56

56.

40

354

.66

598

.94

15,

146.

65

Char

ge fo

r the

per

iod –

1

.00

166

.18

2,4

93.4

1 6

.58

10.

07

13.

87

63.

75

61.

67

2,8

16.5

3 Di

spos

als –

–

–

2

14.9

3 0

.03

0.3

2 2

1.60

6

.22

–

243

.10

Depr

eciat

ion a

t end

of y

ear

–

18.

03

988

.76

15,

423.

43

82.

08

86.

31

48.

67

412

.19

660

.61

17,

720.

08

Net b

ook v

alue

at b

eginn

ing o

f yea

r 1

,187

.87

82.

12

5,0

69.3

7 2

8,10

0.25

6

8.70

1

41.5

8 8

5.47

1

95.6

8 3

12.6

4 3

5,24

3.68

Ne

t boo

k valu

e at

end

of y

ear

1,1

87.8

7 8

1.12

4

,874

.16

24,

920.

94

61.

95

134

.15

107

.95

155

.85

145

.97

31,

669.

96

Not

e :

1.

Dep

reci

atio

n fo

r the

yea

r on

build

ing

incl

udes

adj

ustm

ent o

f ` 2

.07

lacs

(Pre

viou

s ye

ar `

0.4

0 la

cs) a

nd d

epre

ciat

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for t

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ear o

n pl

ant a

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achi

nery

incl

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adj

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f `16

.89

lacs

(Pre

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2 la

cs) o

n ac

coun

t of d

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ion

attri

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ble

to e

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fluct

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n lo

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rm fo

reig

n cu

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ans

for p

urch

ase

of b

uild

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and

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ry.

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Ass

et h

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epre

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ase

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all

othe

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(` in

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)


88

10. Intangible assets(Acquired)

ComputerSoftware

TotalIntangible

AssetsAs at 31.03.2014

Cost at beginning of the year 91.03 91.03 Additions – –Cost at end of the year 91.03 91.03 Amortisation at beginning of the year 5.97 5.97 Charge for the year 18.21 18.21 Amortisation at end of the year 24.18 24.18 Net book value at end of the year 66.85 66.85 As at 31.03.2013Additions 91.04 91.04 Cost at end of the year 91.04 91.04 Charge for the year 5.97 5.97 Amortisation at end of the year 5.97 5.97 Net book value at end of the year 85.07 85.07

11. Non-Current InvestmentsAs at 31.03.2014 As at 31.03.2013

Investments (At Cost)Other InvestmentsInvestments in National Savings Certificate (Unquoted) 1.52 1.52

1.52 1.52 Aggregate amount of unquoted investments 1.52 1.52

12. Loans and Advances(Unsecured, considered good)

As at 31.03.2014 As at 31.03.2013Long Term Short Term Long Term Short Term

(a) Capital advances 4,779.99 – 5,522.37 –

(b) Security deposits 59.97 812.84 170.77 513.66

(c) Advance with public bodies – 2,030.27 – 2,512.27

(d) Other loans and advances

(i) Retirement benefit assets

Retirement gratuity fund – – – 16.64

Superannuation fund – 10.82 – 12.37

(ii) Prepayments and others 2.60 917.25 2.60 633.67

(iii) Advance Income Tax 318.14 – 104.27 –

Total Loans and advances 5,160.70 3,771.18 5,800.01 3,688.61


89

13. Other Non Current assetsAs at 31.03.2014 As at 31.03.2013

(a) Balances held as margin money deposits with maturity period of more than 12 months.

138.79 138.79

(b) Interest accrued on deposits, loans and advances 64.49 53.99

(c) Unamortised issue expenses of long-tem loans 52.74 123.14

Total Other Non Current assets 256.02 315.92

14. Inventories(a) Raw Materials (At lower of cost or net realisable value) 6,999.54 10,345.56

(b) Work in progress (At lower of cost and net realisable value) 877.03 925.09

(c) Finished Goods (At lower of cost or net realisable value) 2,813.59 9,409.46

(d) Stores and spares (At or lower than cost) 1,130.79 1,047.08

Total Inventories 11,820.95 21,727.19

Included above, goods-in-transit :(a) Raw Materials 1,450.38 4,214.64

(b) Finished Goods 47.31 2,100.69

15. Trade ReceivablesTrade receivable(a) More than six months (from the date they were due for payment) 105.63 24.28

Considered good 78.16 49.80

Considered doubtful (78.16) (49.80)

Less : Provision of doubtful debts – –

(b) Others - Considered good 10,039.45 8,833.67

Net Trade Receivables 10,145.08 8,857.95

Classification of Trade ReceivablesSecured, considered good – –

Unsecured, considered good 10,145.08 8,857.95

Unsecured, considered doubtful 78.16 49.80

Total Trade Receivables 10,223.24 8,907.75



90

16. Cash and Bank Balances As at 31.03.2014 As at 31.03.2013

Cash and Cash equivalents(a) Cash on hand 0.99 1.12

(b) Cheques in hand 1,000.15 -

(c) Balances with banks

(i) In Current Accounts 897.62 758.64

(d) Remittance in transit 100.00 15.91

Total cash and cash equivalents 1,998.76 775.67

(e) Other bank balances (1) 89.86 125.50

Total cash and bank Balances 2,088.62 901.17

Included above(1) Earmarked balances for unpaid dividend 89.86 125.50

17. Other Current Assets(a) Unamortised expenses

(i) Unamortised premium on foreign currency forward contracts 187.19 259.70

(ii) Unamortised issue expenses of long-term loans 28.03 56.42

215.22 316.12

(b) Other receivables – –

Total Other current assets 215.22 316.12

18. Revenue from OperationsFor the year ended


31.03.2013(a) Sale of Products 153,281.22 105,898.77 (b) Other operating income 1,473.88 2,450.79 Gross Revenue from Operations 154,755.10 108,349.56 Note :Other operating income comprise :(a) Subsidy from State government 688.10 194.38 (b) Sale of iron ore fines – 841.54 (c) Sale of metal scrap 171.49 186.17 (d) Sale of sinter – 781.60 (e) Sale of scrap 254.03 234.44 (f) Duty drawback and other export incentive 296.49 172.79 (g) Others 63.77 39.87

1,473.88 2,450.79


91

19. Other IncomeFor the year ended


31.03.2013

(a) Interest received from deposits 52.82 32.34 (b) Interest on Income tax refund – 321.62 (c) Profit on sale of current investments 0.31 4.27 (d) Dividend Income from Current Investments 7.78 1.71 (e) Provisions no longer required written back 92.19 367.23 (f) Miscellaneous Income 18.22 55.66 Total Other Income 171.32 782.83

20. Cost of materials consumedOpening Stock of Raw Materials 10,345.56 11,075.03 Add : Purchases 83,144.24 76,498.07

93,489.80 87,573.10 Less: Closing Stock of Raw Materials 6,999.54 10,345.56

86,490.26 77,227.54 Raw Material Consumed comprises(a) Coke 51,623.25 48,894.57 (b) Iron Ore 25,200.56 23,005.37 (c) Fluxes 4,039.53 1,782.67 (d) Steel scrap 1,577.95 777.51 (e) Others 4,048.97 2,767.42

86,490.26 77,227.54

21. Changes in stock of finished goods and work-in-progressStock at the beginning of the year(a) Finished goods 9,409.47 4,989.93 (b) Work-in-progress 925.09 1,053.09

10,334.56 6,043.02 Stock at the end of the year(a) Finished goods 2,813.59 9,409.46 (b) Work-in-progress 877.03 925.09

3,690.62 10,334.55 Net (increase)/decrease 6,643.94 (4,291.53)

22. Employee Benefits Expense(a) Salaries and wages, including bonus 4,039.03 4,185.23 (b) Contribution to provident and other funds 629.77 523.63 (c) Staff welfare expenses 328.77 349.64

4,997.57 5,058.50



92

23. Finance CostsFor the year ended


31.03.2013(a) Interest expense

i) Interest on debentures 176.68 362.01 ii) Interest on fixed loans 2,324.45 2,196.82 iii) Interest on others 663.69 1,590.22

(b) Other borrowing costs 1,102.15 600.06 Gross Finance Cost 4,266.97 4,749.11 Less : Interest capitalised – 876.87 Net Finance Cost 4,266.97 3,872.24

24. Depreciation and amortisation expense(a) Depreciation for the year on tangible assets as per Note 9. 3,090.14 2,816.53 (b) Amortisation for the year on Intangible assets as per Note 10. 18.21 5.97

3,108.35 2,822.50

25. Other Expenses(a) Consumption of stores and spare parts 8,009.73 4,300.65 (b) Consumption of packing materials 272.12 135.33 (c) Repairs to buildings 79.90 21.72 (d) Repairs to machinery 723.26 528.24 (e) Repairs to others 957.97 466.36 (f) Fuel 1,508.68 1,229.43 (g) Purchase of power 5,074.86 3,302.23 (h) Freight and handling charges 8,925.22 4,509.62 (i) Rent 186.62 179.28 (j) Rates and taxes 2,701.05 1,071.67 (k) Insurance charges 161.14 196.11 (l) Commission, discounts and rebates 1,441.46 738.29 (m) Royalty 52.42 39.81 (n) Excise duties (1,015.93) 553.62 (o) Provision for Doubtful Advance 28.37 49.80 (p) Bad debts written off 0.81 –


93

25. Other ExpensesFor the year ended


31.03.2013(q) Other expenses

i) Loss on foreign currency transactions 1,785.83 461.06 ii) Loss/(gain) on cancellation of forward contracts (673.10) (32.04)iii) Amortisation of premium on foreign currency forwards 1,643.16 1,098.73 iv) Loss/(gain) on sale of tangible fixed assets 19.51 349.20 v) Auditors remuneration and out-of-pocket expenses

As Auditors 25.50 25.50 For Taxation Matters 3.00 3.00 For Other Services 11.75 9.00 Auditors out-of-pocket expenses 0.30 1.02

vi) Legal and other professional costs 378.56 234.44 vii) Advertisement, promotion and selling expenses 32.46 29.46 viii) Travelling expenses 339.48 284.97 ix) Testing & Inspection Charges 171.24 74.52 x) Bank charges 146.43 150.34 xi) Wealth tax 4.65 4.34 xii) Other general expenses 1,754.18 1,167.79

Total Other Expenses 34,750.63 21,183.49

26. Exceptional Items(i) Payment for employee separation – 1,069.56 (ii) Impairment of tangible assets – 4,500.00 (iii) Loss on asset discarded (refer Note 37) 2,081.41 –

2,081.41 5,569.56

27. Contingent LiabilitiesAs at 31.03.2014 As at 31.03.2013

(a) Cenvat credit disallowed (including interest) 7,376.98 6,883.28

(b) Income Tax 134.62 129.90

(c) Bills discounted 1,087.77 329.79

28. The company has received a demand notice issued by sales tax department against the sales tax dues of Usha Ispat Limited (erstwhile owner of REDI plant) for ` 8,744.21 Lacs (31.03.2013: ` 8,744.21 Lacs). The Company has acquired only the assets of Usha Ispat Limited from IDBI SASF under SARFAESI Act and not the successor of business. Company has filed writ petition before High Court of Bombay against the said demand which is pending for disposal.

29. Tata Steel Limited has given undertakings to Sumitomo Mitsui Banking Corporation not to dispose of the management control (indirectly held) in Tata Metaliks DI Pipes Limited (Formerly known Tata Metaliks Kubota Pipes Limited) as so long as the dues to Sumitomo Mitsui Banking Corporation is subsisting by Tata Metaliks DI Pipes Limited.



94

30. Capital and other commitmentsAs at 31.03.2014 As at 31.03.2013

(a) Capital commitmentsEstimated value of contracts in capital account remaining to be executed (net of advances)

385.41 416.71

(b) Other CommitmentsExport Obligation against import of capital goods under EPCG Scheme

3,063.40 2,692.30

31. Earnings Per ShareFor the year ended


31.03.2013i) Profit/(Loss) for the year attributable to equity shareholders 947.34 (8,710.84)ii) Weighted average no.of Ordinary shares for Basic and Diluted

EPS (Nos) 25,288,000 25,288,000

iii) Nominal Value per Equity Share (`) 10.00 10.00 iv) Earnings/(Loss) Per Ordinary Share for the year (`) - Basic 3.75 (34.45)v) Earnings/(Loss) Per Ordinary Share for the year (`) - Diluted 3.75 (34.45)

32. Disclosure in respect of Long-term Foreign Currency Monetary Items : Foreign exchange translation loss for the year ended on long term-foreign currency loan amounting to ` 370.76 Lacs (Previous year ` 311.83 Lacs) availed for purchase of capital assets has been capitalised and is included under the applicable fixed assets classification.Foreign exchange (gain)/loss capitalised in the fixed assets block [Includes ` Nil (previous year ` 0.99 Lacs) recognised in capital work in progress)

371.76 312.83

Depreciation impact on account of exchange fluctuation capitalised during the current year

18.61 12.73

Depreciation impact on account of exchange fluctuation capitalised till 31st March 2014

18.97 (2.02)

33. Due to micro and small enterprises

Based on and to the extent of information obtained from suppliers regarding their status as Micro, Small or Medium enterprises under Micro, Small and Medium Enterprises Development Act, 2006, there are no amounts due to them as at the end of the year.

34. Derivative InstrumentsAs at No. of

ContractsUS Dollar Equivalent

Amount` Lacs

31.03.2014 16 17,016,753 10,196.40 31.03.2013 31 37,120,350 19,751.58


95

b. Outstanding short-term forward exchange contracts entered into by the Company on account of payables including forecast payables :As at No. of

ContractsForeign

Currency"INR

Equivalent`

31.03.2014 (USD) 15 US $ 1,832,602

109,754,537

31.03.2014 (EUR) 2 € 522,315 43,122,326 31.03.2013 (USD) – – –

31.03.2013 (EUR) – – –

c. Outstanding short-term forward exchange contracts entered into by the Company on account of receivables :As at No. of

ContractsForeign

Currency"INR

Equivalent`

31.03.2014 1 US $ 17,815 1,067,299 31.03.2013 – – –

35. Related Party Transactions

Related party relationship :

Name of the related party Nature of Relationship

Tata Steel Limited : Holding Company

TM International Logistics Limited :

Fellow Subsidiary Tata Steel

TKM Global Logistics Limited :

Tata Steel Resources Australia Pty Limited :

Tata Steel Global Procurement Pte Limited :

Jamshedpur Utilities & Services Company Limited :

Tata Sponge Iron Limited :

Tata Steel Processing and Distribution Limited :

Key Managerial Person - Mr. Sanjiv Paul : Managing Director (w.e.f 1 April 2013)

Key Managerial Person - Mr. Harsh K Jha : Managing Director (Upto 31 March 2013)

Key Managerial Person - Mr. D. P Deshpande : Executive Director (Upto 31 March 2013)



96

Related Party Transactions



Purchase of raw materials 21,189.51 20,346.02 Sale of goods – 57.56 Services received 151.43 125.29

Tata Steel Limited Interest paid – 241.58 Advance received – 1,464.98 Inter Corporate Deposits received/(repaid)

– (5,000.00)

TM International Logistics Limited Services received 769.25 2,307.27

Tata Steel Resources Australia Pty LimitedExpenses reimbursed – 28.25 Recovery of expenses – 75.65

Tata Steel Global Procurement Pte LimitedPurchase of goods 5,787.36 5,715.90 Expenses reimbursed – 12.29

Tata Steel Processing and Distribution Limited Purchase of goods 24.90 18.69

Tata Sponge Iron LimitedPurchase of goods 385.87 – Expenses reimbursed 2.72 – Sale of assets 23.40 –

Jamshedpur Utilities & Services Company Limited

Sale of Finished Goods 134.88 –

TKM Global Logistics Limited Services received 90.22 6.67 Mr. Sanjiv Paul 56.29 – Mr. Harsh K Jha Remuneration paid – 137.67 Mr. D. P Deshpande – 79.02 Name of the related party Nature of outstanding As at

31.03.2014 As at

31.03.2013 Outstanding receivables – 10.85 Inter Corporate Deposits 2,200.00 2,200.00

Tata Steel Limited Trade payables 1,740.44 1,610.12 Advance payable 1,464.98 1,464.98 Interest payable 317.78 317.78

TM International Logistics LimitedAdvances paid 22.13 – Outstanding payables – 1.31

Tata Steel Global Procurement Pte Limited Outstanding payables 1,166.56 1,231.81 TKM Global Logistics Limited Outstanding payables 4.26 –


97

36. Employee BenefitsDefined Contribution plansThe Company has recognised an amount of ` 371.96 Lacs in expenses for the year ended 31.03.2014 (Previous year ` 348.81 Lacs) towards contribution to the following defined contribution plans :



Provident Fund 226.77 249.72 Superannuation Fund 121.57 115.25 Employees State Insurance 23.62 19.84 Total 371.96 384.81 Defined Benefit PlansThe Company provided the following employee benefitsFunded : GratuityNon Funded : Compensated absenceNon Funded : PensionNon Funded : Post retirement medical benefit

Details of the Gratuity Plan are as follows2013-14 2012-13

1. Reconciliation of opening and closing balances of obligation(a) Obligation as at beginning of the year 464.28 447.27





(f) Benefits paid 220.75 173.13

(g) Obligation as at end of the year 661.15 464.28

Details of the Gratuity Plan are as followsAs at 31.03.2014 As at 31.03.2013

2. Change in fair value of plan assets(a) Fair value of plan assets as at beginning of the year 407.80 194.84

(b) Expected return on plan assets 30.93 24.85

(c) Actuarial (gain)/loss 0.75 26.47

(d) Contributions made by the company 102.40 206.63

(e) Benefits paid 220.75 44.99

(f) Fair value of plan assets as at end of the year 321.13 407.80



98

As at 31.03.2014 As at 31.03.2013

3. Reconciliation of fair value of plan assets and obligations(a) Present value of obligation 661.15 464.28

(b) Fair value of plan assets 321.13 407.80


Disclosed under Long-term provision ` 340.02 Lacs (31.03.2013 ` 73.12 Lacs) and Short term loans and advances ̀ NIL (31.03.2013 ` 16.64 Lacs)



(c) Expected return on plan assets (30.93) (24.85)



(f) Expenses recognised during the year 385.94 138.82

5. Investment details % invested % invested

(a) Cash at Bank – –

(a) Others (Funds with Life Insurance Corporation of India) 100.00 100.00 # The breakup of the fund assets are not provided by the insurance company.

6. Assumptions %

(a) Discount rate (per annum) 9.20% 8.00% - 8.20%

(b) Estimated rate of return on plan assets (per annum) 8.5% - 9.25% 7.50% - 9.25%



(a) Present value of obligation 661.15 464.28 447.27 361.40 273.68 (b) Fair value of plan assets 321.13 407.80 194.84 231.93 187.98 (c) Amount recognised in the balance sheet

Asset/(Liability) (340.02) (56.48) (252.43) (129.47) (85.70)

(d) Experience adjustments on plan liabilities (gain/(loss)

(240.36) (26.61) 92.20 38.99 39.09

(e) Experience adjustments on plan assets (gain/(loss))

0.75 26.46 (24.77) - (2.20)


99

Details of the Compensated absence Benefit are as followsDescription 2013-14 2012-131. Reconciliation of opening and closing balances of obligation





(e) Acquisition Cost/(Credit) 17.81 –

(f) Actuarial (gain)/loss 80.58 (13.62)

(g) Benefits paid 63.00 154.82

(h) Obligation as at end of the year 476.12 358.65

2. Reconciliation of fair value of plan assets and obligations(a) Present value of obligation as at 31.03.2014 476.12 358.65

(b) Fair value of plan assets as at 31.03.2014 – –




(c) Settlement Cost /(Credit) – 17.24

(d) Actuarial gain/(loss) 80.58 (13.62)

(e) Expenses recognised during the year 162.65 96.72

4. Assumptions %

(a) Discount rate (per annum) 9.20% 8.00%-8.20%

(b) Estimated rate of return on plan assets (per annum) NA NA



(a) Present value of obligation 476.12 358.65 416.75 353.37 287.46

(b) Fair value of plan assets - - -

(c) Amount recognised in the balance sheet Asset/(Liability) (476.12) (358.65) (416.75) (353.37) (287.46)

(d) Experience adjustments on plan liabilities gain/(loss) 32.38 53.77 93.32 30.65 99.90



100

Details of the Post retirement pension benefit (Un-funded) are as followsDescription 2013-14 2012-131. Reconciliation of opening and closing balances of obligation

(a) Obligation as at beginning of the year 199.28 –

(b) Interest cost 15.15 –

(c) Actuarial (gain)/loss (12.38) 199.28

(d) Benefits paid 19.80 –

(e) Obligation as at end of the year 182.25 199.28

2. Expenses recognised during the year(a) Interest cost 15.15 –

(b) Actuarial (gain)/loss (12.38) 199.28

(c) Expenses recognised during the year 2.77 199.28

3. Assumptions %


Details of the Post Retirement Medical benefit (Un-funded) are as followsDescription 2013-14 2012-131. Reconciliation of opening and closing balances of obligation

(a) Obligation as at beginning of the year - Not applicable

(b) Interest cost - Not applicable

(c) Actuarial (gain)/loss 18.40 Not applicable

(d) Benefits paid - Not applicable

(e) Obligation as at end of the year 18.40 Not applicable

2. Expenses recognised during the year(a) Interest cost - Not applicable

(b) Actuarial (gain)/loss 18.40 Not applicable

(c) Expenses recognised during the year 18.40 Not applicable

3. Assumptions % (a) Discount rate (per annum) 9.20% –


101

37. Discontinuing Operations :

Based on decision of the Board of Directors of the Company at its meeting held on 19 November, 2012 the Company has filed an application with the appropriate authority for closure of the Redi Plant, located at Terekhol Road, Dist: Sindhudurg, Redi - 416 517, Maharashtra, in accordance with the provisions of the Industrial Disputes Act, 1947. The application was initially rejected by the authority and the company has filed a review petition before the same authority. In the mean time the Company has negotiated with the employees for settlement and an agreement was signed on 25 March, 2013 with the employees' union. The Company and the employees' union have filed the settlement details with the Commissioner of Labour to facilitate the closure process.Consequent to the closure, the Company has entered into a binding sale agreement with a buyer for sale of its entire Plant and Machinery in dis aggregated form and has received a non-refundable advance of ` 2,580 lacs. Pursuant to the sale agreement, the Company has discarded/dismantled its Plant and Machinery and Capital work in progress and recognised the resultant loss of ` 2081.41 lacs, disclosed as an exceptional item.The carrying value of fixed assets, current assets and current liabilities of the Redi Plant were ` 1,229.27 lacs (31.03.13 ` 5,698 lacs) ` 125.68 lacs (31.03.13 ` 777 lacs) and ` 1,240.99 lacs (31.03.13 ` 746 lacs) respectively.

Continuing Operations Discontinuing Operations TotalYear Ended31.03.2014

Year Ended31.03.2013





Gross Revenue 154,445.30 107,299.93 309.80 1,049.63 154,755.10 108,349.56 Excise Duty 12,078.70 8,967.01 226.55 113.51 12,305.25 9,080.52 Revenue from Operations 142,366.60 98,332.92 83.25 936.12 142,449.85 99,269.04 Other Income 104.19 723.90 67.13 58.93 171.32 782.83 Total 142,470.79 99,056.82 150.38 995.05 142,621.17 100,051.87 Raw materials consumed 86,136.83 76,131.88 353.43 1,095.66 86,490.26 77,227.54 Changes in stock of finished goods, work-in-progress and stock-in-trade

6,595.04 (4,562.09) 48.90 270.56 6,643.94 (4,291.53)

Employee benefit expense 4,969.82 4,210.05 27.75 848.45 4,997.57 5,058.50 Depreciation 2,876.52 2,020.15 231.83 802.35 3,108.35 2,822.50 Other expenses 34,505.53 20,908.67 245.10 274.82 34,750.63 21,183.49 Operating Expenses 135,083.74 98,708.66 907.01 3,291.84 135,990.75 102,000.50 Interest 4,266.97 3,872.24 - - 4,266.97 3,872.24 Profit/(Loss) from Operating activities Before exceptional items and tax

3,120.08 (3,524.08) (756.63) (2,296.79) 2,363.45 (5,820.87)

Exceptional Items - - (2,081.41) (5,569.56) (2,081.41) (5,569.56)Profit/(Loss) from Operating activities before tax

3,120.08 (3,524.08) (2,838.04) (7,866.35) 282.04 (11,390.43)

Tax (Deffered Tax) (665.30) - - - (665.30) - Profit/(Loss) from Operating activities after tax

3,785.38 (3,524.08) (2,838.04) (7,866.35) 947.34 (11,390.43)

Net Cash flow from/(used in) Operating activities

20,940.99 16,240.94 2,998.36 (118.76) 23,939.35 16,122.18

Net Cash flow from Investing activities

(1,895.97) (10,213.13) 2,629.05 1.76 733.08 (10,211.37)

Net Cash flow from Financing activities

(23,449.34) (204.75) - (12,837.98) (23,449.34) (13,042.73)


(`)


102

38. Segment Reporting The Company has identified business segments as its primary segment. Revenues and expenses directly attributable to

segments are reported under each reportable segment. Expenses which are not directly identifiable to each reportable segment have been allocated on the basis of associated revenues of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable. Geographical revenues are allocated based on the location of the customer.

Particulars Pig Iron D I Pipe Elimination TotalRevenueTotal External Sales 91,961.77 50,488.08 142,449.85

68,010.62 31,258.42 – 99,269.04 Add: Inter Segment Revenue 23,020.30 – (23,020.30) –

18,427.45 – (18,427.45) – Total Revenue 114,982.07 50,488.08 (23,020.30) 142,449.85

86,438.07 31,258.42 (18,427.45) 99,269.04 Segment Result 7,829.81 (1,198.91) (0.48) 6,630.42

2,056.14 (3,973.48) (31.30) (1,948.64)Finance costs 4,266.97

3,872.24 Profit and (Loss) before exceptional items and taxes 2,363.45

(5,820.88)Exceptional Items (2,081.41) (2,081.41)

5,569.56 5,569.56 Profit and (Loss) before taxes 282.04

(11,390.44)Taxes (665.30)

– Net Loss 947.34

(11,390.44)Segment Asset 54,386.06 29,690.28 84,076.34

62,791.18 30,621.53 – 93,412.71 Segment Liabilities 33,183.50 17,546.22 – 50,729.72

30,337.99 12,957.20 – 43,295.19 Total Cost incurred during the period to acquire segment assets

1,135.22 1,316.47 – 2,451.69

11,669.82 1,468.96 – 13,138.78 Segment Depreciation 1,584.20 1,524.15 – 3,108.35

1,610.52 1,211.98 – 2,822.50 Non Cash expenses other than depreciation 28.37 – – 28.37

4,563.62 276.30 – 4,839.92

Note: Figures disclosed in italics are for the previous year.


103



External Revenue by Geographical location of customersIndia 139,054.72 93,252.97 Asia Excluding India 1,800.42 4,552.77 Others 1,594.71 1,463.30

142,449.85 99,269.04 Additions to fixed assetsIndia 2,451.69 13,138.78 Asia Excluding India – –

2,451.69 13,138.78

As at 31.03.2014 As at 31.03.2013Carrying value of Segment AssetsIndia 83,914.41 93,067.90 Asia Excluding India 161.93 344.81

84,076.34 93,412.71

40. The Board of Directors of the Company and Committee of Directors of Tata Steel Limited have at their respective meetings held on April 10, 2013, approved a scheme of amalgamation of the Company with Tata Steel Limited with an appointed date of April 1, 2013. The said amalgamation would be effective upon obtaining requisite regulatory approvals/ sanction as may be required.

In terms of the Scheme, the Company shall from the appointed date upto the effective date, carry on and deemed to have carried on all business and activities and shall hold and stand possessed of all and shall be deemed to hold and stand possessed of all its estates, assets, rights, title, interest, authorities, contracts, investments and strategic decision for and on account of, and in trust for Tata Steel Limited.

41. Deferred Tax (liability)/Assets

As at 31.03.2013

Charge/(Credit to the

statement of profit and

loss

As at 31.03.2014

Deferred tax liabilities(i) Difference between book depreciation and tax depreciation 4,906.76 (882.04) 4,024.72

4,906.76 (882.04) 4,024.72 Deferred tax assets(i) Employee separation scheme (4.80) (213.33) (218.13)(ii) Unabsorbed depreciation (1,165.19) (278.44) (1,443.63)(iii) Unabsorbed business losses (3,071.47) 708.51 (2,362.96)

(4,241.46) 216.74 (4,024.72)Net Deferred tax liability/(asset) 665.30 (665.30) –

The Company has recognised deferred tax asset on unabsorbed depreciation and employee separation scheme to the extent of the corresponding deferred tax liability.



104

42. Leases

Operating Lease arrangement as lessee

The Company has entered into a non-cancellable operating lease in respect of vehicles and the lease rental expenses recognised for the year is ` 17.94 Lacs (previous year: ` 18.17 Lacs) The lease agreement provides for an option to the Company to renew the lease period at the end of the non-cancellable period. There are no exceptional/ restrictive covenants in the lease agreements.

The total of future minimum lease payments under non-cancellable operating lease as at 31.03.2014 are as follows :

2013-14 2012-13Payable not later than one year 17.94 17.79 Payable later than one year but not later than five years 17.70 34.31 Payable later than five years – –

43. Previous year's figures have been regrouped/reclassified where necessary to correspond with the current year's classification/disclosure.

Kolkata,24 April, 2014




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NOTES

107

NOTES


108

NOTES

METALIKS - Bombay Stock · PDF fileDirectors' Report 18 Management Discussion and Analysis...

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