Annual Report 0910

Ninety First Annual Report 2009-10
Limited, a pioneering effort in the field of tinplate manufacture, was an important landmark in the growth of Indias steel industry and steel consuming industries. Its 40 years history of growth and progress despite many vicissitudes, provides ample testimony to the vitality and efficiency of its management and personnel. The Tinplate Company has now reached perhaps the most critical point in its history. The rolling and finishing of tinplate has seen a revolutionary change in equipment and processes during the last two decades and today virtually all the tinplate made in the world is made on continuous mills and machines from hot rolled coils to the finished product. The Tinplate Company of India cannot for long postpone modernisation along with expansion of its plant if it is to survive. I am glad to know that the Board of the Tinplate Company has taken such a decision in principle... On behalf of the Tata Organisation and myself, I am happy to extend to the Directors, Staff and workers of the Tinplate Company, our warm felicitations on completing 40 years of service to the steel industry and the nation and our best wishes for the Companys future growth and prosperity. J. R. D. Tata
he formation 40 years ago of The Tinplate Company of India
Chairman
Tata Iron and Steel Co. Ltd.
Excerpts from the Book A History of Shaw Wallace & Co Compiled by Sir Harry Townend, 19 Leadenhall Street, London Published in 1965
D i r e c t o r s
Mr Koushik Chatterjee Mr Sujit Gupta Mr Anand Sen Mr Dipak Banerjee Mr S P Nagarkatte Mr B N Samal Mr Ashok Kumar Basu Mr Bushen Raina Mr T V Narendran Mr Tarun Daga
(Managing Director) (Chairman)
Contents
0 1 Board of Directors 02 Chairman's Statement 03 Performance Highlights & Distribution of Revenue 04 Milestones 05 Strengthening Stability 06 People Power 07 Increasing Interactions 08 Responsible Growth 09 Global Market 10 Notice 14 Directors Report 26 Auditors Report 30 Balance Sheet 31 Profit & Loss Account 32 Schedules Forming Part of the Balance Sheet 38 Schedules Forming Part of the Profit and Loss Account 40 Notes On Accounts 57 Balance Sheet Abstract 58 Cash Flow Statement 60 Report On Corporate Governance 76 Statement Under Section 217(1)(e) 80 Statement Under Section 217(2A) 81 Production Statistics 82 Financial Statistics
Management
Mr Tarun Daga
(Managing Director) (Vice President Projects & Operations) (Vice President Corporate Services)
Mr Ashok Ghosh Mr Ujjwal Kumar Dr C D Singh Mr S Kar
(Director Medical Services) (Chief Financial Officer)
Mr R Balasubramanian
(Company Secretary)
Auditors
Price Waterhouse
Principal Bankers
State Bank of India Union Bank of India The Hongkong & Shanghai Banking Corporation Ltd. HDFC Bank Limited Registered Office 4 Bankshall Street Kolkata 700001
S t a t e m e n t
Across the world, nations with well developed processed foods industry have leveraged the benefits of tinplate as an eco friendly and safe packaging medium. The Government of India is making all out efforts for the progress of the processed foods industry and with the growth in food retailing, the packaging needs are bound to increase further in the future. The global steel industry remains fragmented compared to the industry concentration of its raw material suppliers. This has resulted in significant increase in iron ore and coal prices in recent times. This situation is expected to continue in the future and consequently the input prices for tinplate manufacturing will remain volatile. The management of the Company has focused its attention towards performance improvement initiatives including management of the conversion costs under inflationary conditions and tighter working capital management. This has enabled the company to significantly improve its financial performance during the year under review. As the Company enters its 90th year of operations in 2010-11, it has taken a very significant strategic initiative towards future growth to expand its capacity to 379,000 tons per annum. This expansion program is critical to ensure your Company's long term competitiveness in the growing packaging market not only in India but also in the export markets in the region. The first part of this expansion project including the Tinning Line was commissioned in October 2008 and the balance facilities including the Cold Rolling Mill will be commissioned soon. On completion, your Company will become one of the largest self sufficient tinplate producing facilities across South East Asia and West Asia. To finance the expansion, your Company raised equity capital during the year through a Rights Issue of around Rs.374 crores and I would like to thank you for your support to make the issuance successful. The equity raising program not only enabled the Company to fund the expansion project efficiently but also facilitated a significant re-balancing of the capital structure, making it more robust for the future. I am happy to inform you that after many years, your Company has declared dividend for the second year in succession and this time on the enlarged equity base. The Company's action plans are targeted towards newer standards in value creation with higher capacity, safe and better operating performance, a more focused customer centric approach and effective cash flow and capital management. I am confident the Company will continue its endeavour to service its shareholders effectively in the future. Finally, I wish to convey my appreciation to all the shareholders of the Company for the continued support and also to the Unions and employees of the Company for their dedication and commitment to the Company. I would also like to thank Mr B Muthuraman who has recently stepped down as the Chairman of the Company and Mr Bushen Raina who has retired as the Managing Director of the Company for their outstanding leadership during very difficult times and making this Company a much stronger enterprise today. I also take this opportunity to express my personal thanks to all the stakeholders and business associates who have continued to repose faith and confidence in the Company.
Dear Shareholders, he global business environment improved considerably during the second half of the financial year 200910 after the unprecedented economic crisis that affected global economy in September 2008. The emerging economies, particularly Brazil, Russia, India and China have shown greater resilience and recovered faster from the crisis than the developed nations. It may be fair to assume now, that the massive stimulus packages initiated by the national governments across the world had a significant impact in rescuing the global economy. Growth in the Euro Zone however, will be very gradual and perhaps fragile as governments look to restore fiscal discipline through spending cuts and various other austerity measures. In comparison the Indian economy has been able to recover faster due to the combined and timely efforts of the Government of India and the Reserve Bank of India. These efforts not only ensured continued credit flow into the economy but also stabilized the underlying demand of the domestic economy to a large extent. However, the current level of inflation will influence the monetary policy stance going forward.
(Koushik Chatterjee) Chairman
H i g h l i g h t s
193143 168133 185572 227070 185246 178841 177446
07-08 08-09 09-10 05-06 06-07 07-08
228040 181523 150313

05-06 08-09 09-10
157431 151520
05-06 06-07
169566 157531
06-07 07-08
183402
08-09
Tinplate Production (Tons)

1414
Cold Rolling Mill Production (Tons)
Tinplate Sales (Tons)
1299
850
05-06
864
06-07
926 671
07-08 08-09
156 116 74
05-06
102 40
05-06
410
09-10
415
470
803
69
06-07 08-09 09-10
63 31
08-09 06-07
07-08
8
07-08
UTO BTO
Underlying Turnover/ Book Turnover (Rs Crs)

272 212 134
05-06
Gross Profit (Rs Crs)

1.5
PBT (Rs Crs)
207
1.2 0.9
05-06
130
06-07 07-08 08-09 09-10
0.8
06-07
0.5
07-08 08-09 09-10
Debt (Rs Crs)
Debt/Equity Ratio
o f
R e v e n u e
Reserves 43.43 Crs (15.24)
Dividend & Tax on Dividend 23.72 Crs (19.56) Operational & Other Expenses 176.64 Crs (163.42) Depreciation 33.64 Crs (28.06)
Interest 21.09 Crs (25.08) Materials 399.22 Crs (318.50) Taxes & Duties 34.38 Crs (27.87) Employees 70.89 Crs (73.05)
09-10
43
09-10
f time is a measure of performance, The Tinplate Company of India Limited (TCIL) presents a commendable, 90 years of leadership, in the field of tinplate manufacturing. Here is charting the progress of the Company from the early 1920s when it began operations as Indias first tinplate manufacturing unit...
1920: Incorporation of The Tinplate

Company of India Limited on January 20
1922: 1923: 1956: 1963:
1st Hot Mill begins operations
6th Hot Mill is commissioned
7th Hot Mill is added
82,778 tons produced in a plant planned for 28,000 tons
1979: 1st Electrolytic Tinning Line commissioned 1981: Tata Steel takes on management control 1982: Hot Dip Plant transformed to produce
galvanised sheets
1989: Gas Producer Plant with Coal Handling Unit

for Hot Dip Plant goes on-stream
1990: Semi Mechanised Mill established at Hot

Dip Plant
1996: 1st Cold Roll Mill Complex commissioned

for making Tin Mill Black Plates
2005: Solution Centre commissioned with

Printing & Lacquering Lines
2008: 2nd Electrolytic Tinning Line is commissioned 2010: 2nd Cold Rolling Mill taking shape
CII-Exim Prize for Sustained Commitment to Excellence 2009
CII Productivity Award
ISO: 22000:2005 on Food Safety Management
ISO/IEC 27001:2005 (ISMS)
S t a b i l i t y
CIL has always taken the lead by following best global practices in order to offer a differential value to customers of tinplate. The Company continues to dream big. Its 2nd Tinning Line, a part of its expansion plans, will take its total production capacity to 380,000 tons per annum, offering a wider range of tinplate (ETP) and tin free steel (TFS) products in coil and sheet forms to customers. The expansion plans also include the 2nd Cold Rolling Mill. The Mill will ensure uninterrupted supply of black plate, servicing the enhanced tinning capacity, adding to TCILs strength and stability.
2nd Tinning Line: Enhancing product capacity and range
Value addition through printing and lacquering
P o w e r
ursuit of excellence through the years at TCIL has been primarily propelled by its people. Even through the most trying times, the people at TCIL have shown extreme resilience and adopted new methods and means with passion, agility and skill. The knowledge and foresight of the early mentors, the technical prowess of the workers, the inspirational guidance of the Union Leaders and above all, the core values of the Company and support of stakeholders, have all enabled TCIL to emerge as the key player in South East Asia and West Asia.
I n t e r a c t i o n s
s Tinplate continues to gain acceptance globally as the packaging medium of the future, TCIL is intensifying interactions with members of the value chain and customers to evolve more cost effective and consumer friendly packaging solutions and enhance tinplate consumption. The Company is promoting tinplate by way of international seminars, award nights for excellence in tinplate packaging, consumer research and engaging brand owners, besides participating in international research with International Tin Research Institute (ITRI).
Cannovation 2009: 3rd International Seminar on Tinplate Packaging
TPC Award Nite 2009
G r o w t h
CILs sustained growth owes a lot to the Companys commitment to the community. Commitment to the society has always been a part of TCILs core values. While health, sanitation, safety and education continue to be the key areas of emphasis for TCIL, the Company is also sensitising the community and its people about Climate Change reducing carbon footprint and practicing rainwater harvesting. At the same time, TCIL is also reinforcing initiatives in ensuring an exciting and safe work place for the employees while pursuing its vision to be an industry leader in value creation, servicing packaging needs and creating a greener future.
M a r k e t
CIL aspires to be the Company of choice in Asia in terms of the most competitively priced, quality tinplate producer within its geographies. The Company continues its strategic thrust of maintaining 25%-30% of its business as exports to specific end users in South East Asia, West Asia and neighbouring countries.
EUROPE Spain UK France Italy Sweden Russia Ukraine Belgium Turkey
USA Africa Nigeria Ghana Kenya Tanzania Tunisia
FAR EAST China Taiwan Hong Kong
Iran Jordan UAE Saudi Arabia Oman Yemen WESTERN ASIA
Sri Lanka Nepal Bangladesh
Philippines Indonesia Singapore Malaysia Thailand Myanmar SOUTH EAST ASIA
THE TINPLATE COMPANY OF INDIA LIMITED Ninety-first annual report 2009-2010
THE TINPLATE COMPANY OF INDIA LIMITED

NOTICE
The Ninety-first Annual General Meeting of The Tinplate Company of India Limited will be held on Friday, 24th September, 2010 at 11.00 AM at the Williamson Magor Hall, The Bengal Chamber of Commerce & Industry, 6 Netaji Subhas Road, Kolkata - 700 001 to transact the following business : 1. To receive, consider and adopt the audited Profit and Loss Account for the year ended 31st March 2010 and the Balance Sheet as at that date together with the Reports of the Board of Directors and Auditors thereon. 2. To declare a dividend on the Non-Cumulative Optionally Convertible Preference Shares. 3. To declare a dividend on the Equity Shares. 4. To appoint a Director in place of Mr Koushik Chatterjee, who retires by rotation and is eligible for reappointment. 5. To appoint a Director in place of Mr S P Nagarkatte, who retires by rotation and is eligible for reappointment. 6. To appoint Messrs Price Waterhouse, Chartered Accountants, as the Auditors of the Company, to hold office from the conclusion of this meeting upto the conclusion of the next Annual General Meeting of the Company on such remuneration and the manner of payment thereof as may be mutually agreed upon between the Board of Directors and the Auditors, plus reimbursement of service tax, out-of-pocket, traveling and living expenses. 7. To appoint a Director in place of Mr B L Raina who was appointed an Additional Director of the Company by the Board of Directors with effect from 28th October 2009 under Section 260 of the Companies Act, 1956 (the Act) and who holds office upto the date of the forthcoming Annual General Meeting, but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director under the provisions of Section 257 of the Act. 8. To appoint a Director in place of Mr T V Narendran who was appointed an Additional Director of the Company by the Board of Directors with effect from 7th May 2010 under Section 260 of the Companies Act, 1956 (the Act) and who holds office upto the date of the forthcoming Annual General Meeting, but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director under the provisions of Section 257 of the Act. Registered Office : 4, Bankshall Street, Kolkata 700001 Dated: 7th May, 2010
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By Order of the Board S KAR Company Secretary
NOTES : (a) The relative Explanatory Statement, pursuant to Section 173 of the Companies Act, 1956, in respect of business under Item Nos. 7 and 8 is annexed hereto. The relevant details of the Directors seeking reappointment/appointment under item No. 4, 5, 7 and 8 above pursuant to Clause 49 of the Listing Agreements entered into with the Stock Exchanges are annexed hereto. (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 BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING. (c) The Register of Members and Transfer Books of the Company will be closed from Friday, 13th August to Wednesday, 1st September, 2010 (both days inclusive). (d) Members are requested to bring the attendance slips along with copies of Annual Report to the Meeting. (e) Members 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. (f) As per the provisions of the Companies Act, 1956 facility for making nominations is available to the Members in respect of the shares held by them. Nomination forms can be obtained from and filled in nomination forms submitted to the Company's Registrar and Transfer Agent, TSR Darashaw Limited in respect of shares held in physical form. Members holding shares in electronic form may obtain / submit the Nomination forms from/to their respective Depository Participants.
ANNEXURE TO NOTICE
As required by Section 173(2) of the Companies Act, 1956 (hereinafter referred to as "the Act") the following Explanatory Statements sets out all material facts relating to the business mentioned under item Nos. 7 and 8 of the accompanying Notice dated 7th May 2010. Item No. 7 The Board of Directors of the Company at its meeting held on 28th October 2009 appointed Mr B L Raina as an Additional Director in a non-executive capacity with effect from 28th October 2009, in accordance with the provisions of Article 90 of the Articles of Association of the Company read with Section 260 of the Act. Mr Raina holds office only upto the date of the forthcoming Annual General Meeting. A notice has been received from a Member under Section 257 of the Act, proposing Mr Raina as a candidate for the office of Director. Mr Raina graduated in Mechanical Engineering from Regional Engineering College, Srinagar. He holds Post Graduate Diploma in Business Administration from XLRI, Jamshedpur. He has also done a general management programme at CEDEP-INSEAD, France. He was previously the Managing Director of the Company from August 24, 1997 to 16th June 2009. During his tenure as the Managing
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Director he had been instrumental in turning around the performance of the Company. Mr. Raina had previously held various positions in Tata Steel Limited including Marketing Manager/ Product Sales Manager (Tubes Division) and Director (International Trade). The Board considers that the appointment of Mr Raina as a Director will immensely benefit the Company and commends the resolution for approval by the Members. Save and except Mr Raina no other Director of the Company is concerned or interested in the resolution. Item No. 8 The Board of Directors of the Company at its meeting held on 7th May 2010 appointed Mr T V Narendran as an Additional Director in a non-executive capacity with effect from 7th May 2010, in accordance with the provisions of Article 90 of the Articles of Association of the Company read with Section 260 of the Act. Mr Narendran holds office only upto the date of the forthcoming Annual General Meeting. A notice has been received from a Member under Section 257 of the Act, proposing Mr Narendran as a candidate for the office of Director. Mr Narendran graduated in Mechanical Engineering from REC (NIT) Trichy. He is an MBA from IIM Calcutta. He also attended the Advance Management Programme in CEDEP - INSEAD, France. He worked in the International Trading Division of Tata Steel from 1988 to 1997 where he spent 5 years in Dubai looking after Tata Steel's exports to Middle East. From 1997 to 2001 he was with Tata Steel's marketing and sales division and was involved in market development work for the Cold Rolling Mill Product, Supply Chain Management, Sales Planning etc. From 2001 to 2003 he was the Chief of Marketing & Sales (Long Products). From 2003 to 2005 he worked with the Managing Director of Tata Steel Ltd. as his Principal Executive Officer. He was seconded as an Executive Vice President of NatSteel in 2005 and thereafter as Deputy President (Operations) and took over as President and CEO of Nat Steel with effect from 2008. With effect from 1st April 2010 Mr Narendran is the Vice President (Flat Products) of Tata Steel. The Board considers that the appointment of Mr Narendran as a Director will immensely benefit the Company and commends the resolution for approval by the Members. Save and except Mr Narendran no other Director of the Company is concerned or interested in the resolution.
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Details of the Directors seeking reappointment/appointment at the Annual General Meeting

Name of Director Date of Birth Date of Appointment Qualification Mr Koushik Chatterjee 3rd September, 1968 25th October, 2004 B Com (Hons), FCA Mr S P Nagarkatte 16th April, 1943 12th April, 1997 B Tech (IIT Bombay) M.S. (Materials Engineering) University of Illionis, Chicago, USA Mr B L Raina 16th June, 1944 28th October, 2009 Graduate Mechanical Engineer, PGDBA (XLRI), General Management Programme, CEDEPINSEAD, France Mr T V Narendran 2nd June, 1965 7th May, 2010 Mechanical Engineer REC (NIT), Trichy MBA, IIM Calcutta, Advanced Management Programme, CEDEPINSEAD, France Experienced in the field of Sales and Marketing, International Trade and Overseas Acquisition
Expertise in specific functional areas
Experienced in the fields of Financial Reporting and Control, Corporate Finance & Treasury, Mergers & Acquisitions, Corporate and International Taxation and Corporate Legal Issues Kalimati Investment Company Ltd. Rujuvallika Investment Ltd. Tata Services Ltd. Tata Metaliks Ltd. Centennial Steel Company Ltd. NIL
Experienced in Project Management and Project Finance Planning
Experienced in the field of Production, Maintenance, Marketing, International Trade and General Management
Directorship held in other Companies**
Nil
Jamshedpur Utilities & Services Company Ltd.
Tata Steel Processing and Distribution Ltd.
Membership/Chairmanship of Committees* across public Companies No. of shares held in the Company
NIL
Nil
Tata Steel Processing and Distribution Ltd. (AC)
1,000
Nil
32,750
Nil
Includes Audit Committee (AC)
** Private Limited Companies, Foreign Companies and Companies under Section 25 of the Companies Act are not considered.
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Directors' Report
TO THE MEMBERS The Directors hereby present their Ninety-first Annual Report on the business and operations of the Company and the Audited Financial Accounts for the year ended 31st March 2010. FINANCIAL RESULTS FY 2009-10 Rupees Lakhs 78,000 64,676 13,324 2,302 15,626 2,109 13,517 3,364 10,153 1,780 522 FY 2008-09 Rupees Lakhs 66,029 55,496 10,533 1,049 11,582 2,509 9,073 2,806 6,267 703 703
Net Sales/Income ..................................................................... Total Expenditure ..................................................................... Operating Profit ........................................................................ Add : Dividend and Other Income .................................... Profit before Interest, Depreciation and Taxes ............... Less : Interest ............................................................................ Profit before Depreciation and Taxes ............................... Less : Depreciation .................................................................. Profit before Taxes ................................................................... Less : Provision for Taxation Provision for Current Taxation ................................ Less : MAT Credit .......................................................... Provision for Fringe Benefit Tax .............................. Deferred Taxation ........................................................ Profit after Taxes ........................................................................ Add : Balance brought forward from previous year .... Balance .......................................................................................... Which the Directors have appropriated as under to : (i) Proposed Dividend on Preference Share ..... (ii) Proposed Dividend on Equity Share ............... (iii) Tax on Dividend ...................................................... (iv) General Reserve ...................................................... TOTAL .............................................................................................. Leaving a balance to be carried forward ............................
1258 2 2,178 6,715 4,504 11,219 955 1,079 338 672 3,044 8,175
63 2,724 3,480 3,067 6,547 1,312 360 284 87 2,043 4,504
On 20th January 2010, your Company completed 90 years since incorporation. Your Company has been pioneering the production of tinplate in India and is now the industry leader in India with a market share of 35%. With strategic intent, over the last decade your Company has consistently exported 25 - 30 % of its production. With the commissioning of the second tinning line in October 2008, your Company believes that it has become the largest tinplate making facility in SE Asia & West Asia.
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In order to promote and develop the business, your company has invested in downstream value added products, has promoted tinplate as an eco-friendly packaging medium across end use industries and engaged in international industry research. Your Company remains committed to excellence and sustainability. GLOBAL ECONOMY After witnessing slowdown in 2008-09 the global economy slowly regained with the intervention of governments. The speed of recovery however, remains significantly divergent. The projections for global outlook for 2010 generally point to recovery, led by emerging market economies, especially those in Asia. However, concerns remain due to the sovereign risks now emerging in some parts of Europe. The demand for tinplate remained strong in India throughout the year under review and internationally demand improved only in the second half of the year. However, as the general business environment improved in the second half, input costs increased and margins declined. BUSINESS RESULTS During the year under review there was a significant improvement in the Company's operating performance as compared to the previous year. This was due to higher production and sale of tinplate achieved as a result of increasing production from the second tinning line which was commissioned in October 2008 as also growth in demand in alignment with the growth in the economy. Consequent upon increase in scale of operations, your Company's Profit before tax for the year was Rs. 10,153 lakhs as compared to Rs. 6,267 lakhs in the previous year. However input prices of Hot Rolled Coils, Tin Mill Black Plate and Tin increased during the second half of the year under review resulting in gradual reduction in margins. DIVIDEND The Board, for the year ended 31st March, 2010, has recommended Dividend as under: i) Rs. 8.50 per Non Cumulative Optionally Convertible Preference Share (OCPS) on 1,12,33,000 OCPS of Rs. 100 each.
ii) Rs. 1.50 per Equity Share on 7,19,63,429 Equity Shares of Rs. 10 each. The Dividend on OCPS and Equity Shares are subject to the approval of the shareholders at the Annual General Meeting. MODERNISATION & CAPACITY EXPANSION The second tinning line which was commissioned in October 2008 achieved a capacity utilisation level of 58% during the year under review - the first complete year of its operation, as compared to about 27% during the previous financial year. With the stabilisation of the new tinning line, your Company is now able to offer wider tinplate and tin free steel products in both coil and sheet form, both for domestic and export markets. As reported last year your Company is in the process of setting up a second Cold Rolling Mill
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(CRM-2) which is expected to be commissioned during FY 10-11. This will ensure self sufficiency in providing the feedstock to fully utilise the combined capacities of the two tinning lines. FUNDING EXPANSION AND RIGHTS ISSUE During the year under review, the Company made simultaneous but unlinked issues of equity shares of Rs.10 each at a premium of Rs.35 per share and 3% Fully Convertible Debentures of Rs.100 each at par, on a rights basis, aggregating Rs.374.32 crores. The issues were fully subscribed and the securities were allotted on 12th October 2009. The proceeds have been used for the purposes mentioned in the Letter of Offer dated 3rd September 2009. The agreements for the loans, raised to part-finance the expansion program, were signed in August 2009. The Directors wish to thank the shareholders for supporting the Rights Issue. CORPORATE GOVERNANCE Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made part of this Annual Report. A note on the Company's corporate sustainability initiatives is also included. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Details of conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Company's Act 1956 (the Act) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, are given in Annexure I to this Report. PARTICULARS OF EMPLOYEES Information in accordance with the provisions of Section 217 (2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure II to this Report. DIRECTORS' RESPONSIBILITY STATEMENT As required under Section 217(2AA) of the Act, the Directors wish to certify: a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures. b) That 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 the profit of the Company for that period. c) That they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) That they have prepared the annual accounts on a going concern basis.
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DIRECTORS In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr Koushk Chatterjee and Mr S P Nagarkatte, retire by rotation and are eligible for reappointment. Mr B L Raina was appointed by the Board as an Additional Director of the Company with effect from 28th October 2009. In accordance with Article 90 of the Articles of Association of the Company and Section 260 of the Companies Act, 1956 Mr Raina will hold office upto the forthcoming Annual General Meeting. Necessary notice in writing has been received from a member under Section 257 of the Companies Act, 1956 signifying his intention to propose the appointment of Mr Raina as a Director of the Company. Mr B Muthuraman who was the Chairman of the Company resigned from the Board with effect from the conclusion of the Board Meeting held on 14th January 2010. The Directors would like to place on record their deep and sincere appreciation for the outstanding leadership and significant contribution made by Mr Muthuraman during his tenure as Director from 13th December 2001 and as Chairman from 28th July 2004. Mr Koushik Chatterjee was appointed by the Board as the Chairman of the Company with effect from the conclusion of the Board Meeting of the Company held on 14th January 2010. Mr T V Narendran was appointed by the Board as an Additional Director of the Company with effect from 7th May 2010. In accordance with Article 90 of the Articles of Association of the Company and Section 260 of the Companies Act, 1956 Mr Narendran will hold office upto the forthcoming Annual General Meeting. Necessary notice in writing has been received from a member under Section 257 of the Companies Act, 1957 signifying his intention to propose the appointment of Mr Narendran as a Director of the Company. AUDITORS The Members are requested to appoint the Auditors and fix their remuneration. Messrs Price Waterhouse, Chartered Accountants, the retiring auditors have furnished a certificate of their eligibility for re-appointment as required under the Act. ACKNOWLEDGEMENT The Directors wish to convey their appreciation to all the employees of the Company for their personal efforts and their collective contribution in improving the Company's performance. Recognized Unions at Jamshedpur and Kolkata have co-operated in an exemplary manner towards achieving the objectives of your Company. The Directors wish to express their sincere gratitude to all the stake holders, i.e. shareholders, customers, employees, suppliers, bankers, financial institutions, Central and State Government agencies and all other stakeholders for their support and look forward to their continued support in the future. On behalf of the Board of Directors Kolkata, 7th May, 2010 Koushik Chatterjee Chairman
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MANAGEMENT DISCUSSION AND ANALYSIS

BUSINESS REVIEW Tinplate is a downstream steel product and is ideally suited for packaging processed edibles. Approximately 65-70% of global tinplate consumption is for processed foods and beverages. Environmental and packaging waste are today one of the worlds greatest concerns and in this scenario tinplate is one of the most eco-friendly packaging media. In the developed world tinplate has played a key role in facilitating growth of the processed food and beverages industry by ensuring protection, improved shelf life and aesthetics / shelf appeal to promote brand equity of the product packed inside. The economic growth of a country / region drives the growth of the packaging industry. The higher economic growth in emerging economies of BRIC, ASEAN as compared to developed economies, will ensure that Asian markets will be the prime driver of growth for those associated with the packaging industry. With Asia becoming the driver for growth, new capacities are coming up in emerging economies like China, India and Thailand. Major producers in Europe / USA / Australia and even Asia have initiated rationalizing of capacities or shift of manufacturing facilities to cost advantageous regions. Accordingly, a second tinning line of 200,000 tonnes per annum capacity was commissioned in October 2008 as part of the Company's strategy for growth and competitiveness. The Company has become one of the largest tinplate producing facility in South East Asia and West Asia with the commissioning of the second tinning line. A second cold rolling mill is under implementation to ensure self sufficiency of raw material for the tinning line and this mill is expected to be commissioned in 2010-11. Your Company continues to have a leading market share position in India and also continues to Export around 25-30% of its production. The tinplate industry in India and your Company continue to face the threat of substitutes, unsatisfactory consumer mindshare and growing competition in the tinplate industry. For over coming these challenges your Company is trying to enhance its value proposition, increase engagement across the industry value chain and offer full range of competitive products. With the commissioning of the second tinning line, your Company has increased its product range to supply in coil form as well, apart from supplies in sheets. Your Company undertakes end use based consumer research to understand the packaging needs of consumers and to develop a better ability to connect with brand owners in partnership with fabricators. Environment and climate change issues are cause for concern throughout the world. Tinplate is one of the most eco-friendly media and at a time when the words, "Reduce-Recyle-Re-use" are echoing all across. The magnetic and 'easy to melt' properties of tinplate could help in reducing environmental concerns due to packaging waste. INDUSTRY STRUCTURE AND DEVELOPMENTS Your Company's manufacturing facilities are located in Jamshedpur in the state of Jharkhand in India. There are two other indigenous producers in India - one in Orissa and another in Gujarat.
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Your Company estimates that the present tinplate consumption in India is approximately 450,000 tonnes per annum and your Company has a market share in India of approximately 35% with imports accounting for approx 55% of the market share in India. The consumption of tinplate in India is approximately 0.40-0.45 kg / capita and is much lower compared to double digit numbers in many developed nations and more than 1kg / capita in China which is also a developing economy. With India's economic growth, your Company estimates that the packaging industry in India is also poised for growth and hence, it is expected that tinplate demand will also grow, provided the indigenous manufacturers undertake robust developmental efforts. However, your Company believes that there is rampant use of substandard imported tinplates and repetitive use of cans for multiple uses though hygiene and existing laws require only fresh tin cans to be used. The Government gazetted a Steel Quality Control Order in February 2009 but later dropped its implementation. The customs duty for import of tinplate into India continues to remain at a very low level of 5%. Your Company continues to promote consumption of tinplate in India through the Tinplate Promotion Council (TPC) and over the years held international tinplate seminars, hosted Awards Nite for Packaging excellence to encourage the industry efforts towards promoting convenience and innovation in packaging as also reach out to end use industries. Your Company is working with leading brand owners for fresh applications for tinplate packaging and developing solutions. With emergence of alternate substrates (tetra pack, pet, plastics), especially for packaging edibles, the tinplate industry, globally, has had to address Substitution Threat and has been focusing on Light-weighting to improve cost competitiveness. OPERATIONAL PERFORMANCE During the year under review, the tinplate production was about 22% higher over the previous year. This was possible by increasing the raw material sourcing options i.e. importing Tin Mill Black Plate, processing outsourced Full Hard Cold Rolled Coils, and further stretching the capacity of existing 6 Hi Mill (highest ever production in FY 0910 since inception). The focus on various initiatives such as Maintenance Management Systems and on process and product quality (based on interactions through the Process Improvement Teams with Corus Packaging) has enabled your Company to continually improve plant performance.
227067 168133 185572 185246 177384 178841 181523 193505
151522 157431
FY06
FY07
FY08
FY09
FY10
FY06
FY07
FY08
FY09
FY10
ETP Production (MT)
CRM Production (MT)

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The Solution Centre also recorded the highest production since inception (about 10% higher than last year). While production of coated sheets remained at last years' levels, there was increase in production of printed sheets indicating growing acceptance of your Company's downstream value added products.
Lacquering (MT)
13014 13307 13340
Printing (MT)
4000
2442 5955
2480
408 FY07 FY08 FY09 FY10 FY07 FY08 FY09 FY10
Solution Centre Production In order to improve the marketability of the increased capacity, your Company has now been certified to ISO 22000 (Food Safety Certification). With over 70% of the products being used for fabrication of Food Cans, this Certification is expected to significantly increase the acceptability of the products in the export markets which account for 25% - 30% of the Company's production. To meet forthcoming REACH regulations calling for use of Chrome Free Process for production of Electrolytic Tinplate, your Company, like most global tinplate industry majors, has been engaged over the past 5 years in the search for a Chrome Free Solution for the chemical treatment process involved in the manufacture of Tinplate. The first line trial was carried out this year and the initial feedback on the evaluation being carried out both internally and at globally reputed R & D laboratories, is encouraging. We believe that the alternative solution offered by your Company is one of two options being evaluated for selection as the global solution, which requires to be implemented by 2013. FINANCIAL PERFORMANCE The gross turnover during the year under review improved to Rs. 790.22 crores from Rs. 664.56 crores in the previous year, a growth of 18.91%. This was due to higher tonnage in the current year, partly offset by lower realization. The manufacturing and other expenses increased by Rs. 9179.29 lakhs and depreciation by Rs. 558.35 lakhs whereas interest decreased by Rs. 399.39 lakhs. The taxes increased by Rs. 650.66 lakhs, mainly due to higher current tax and lower MAT credit available, partly offset by lower deferred tax. The increase in Manufacturing and other expenses is mainly due to increase in (i) Raw Materials consumed by Rs. 10099.87 lakhs, mainly TMBP coils on account of higher own production by 36000 MT; (ii) stores and spares consumed by Rs. 265.47 lakhs; (iii) Power, fuel and water by Rs. 403.11 lakhs; (iv) Freight, handling and sales expenses by Rs. 832.64 lakhs, due to higher volume of sales; and (v) others (net) by Rs. 407.78 lakhs; partly offset by decrease in (a) purchase of trading goods by Rs. 2027.20 lakhs; (b) Exchange loss by Rs. 409.69 lakhs; and (c) Provision for doubtful advances etc. by Rs. 392.69 lakhs.
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The increase in depreciation is mainly due to the full years depreciation on the ETL-2 commissioned in October, 2008. The decrease in interest is mainly due to lower interest on working capital borrowings and lower charge of unamortized interest. The improved performance of the Company is evidenced in some of the key ratios, viz., EBIDTA margin improving form 8.9 to 11.1; Basic EPS improving from 6.03 to 11.01; and Debt/Equity ratio improving from 1.45 to 0.49. The improvement has been possible due to higher volumes of production and sales and better operational indicators like higher material yield at CRM1, lower processing costs at CRM1 ETL1 and ETL 2 due to various operational improvement initiatives. Credit risk management, credit control measures, strict monitoring of deployment of cash resources, framing of Foreign Exchange policy and monitoring of exchange risk accordingly were some of the other measures adopted by the Company. OPPORTUNITIES AND THREATS Opportunities : Per capita consumption of tinplate in India is around 0.40 - 0.45 kg compared to +1 kg in China. The low consumption level in India provides growth opportunities especially considering the growth in Indian economy, including improvement and growth in retailing. In addition, most Asian economies are also expected to grow. Tinplate is one of the environment friendly packaging media and eco consciousness including climate change concerns are increasing. India has potential to become 'Food Factory to the World' since it is ranked amongst the top in the world for production in many food, fruit and vegetable categories. The packaging industry is primarily dependent on consumption from food and beverage industry. The Ministry of Food Processing, Government of India has been continuously encouraging the growth of the processed foods industry thru policy interventions, Food Safety / Standards enactment and increasing levels of promotional efforts across India. Tinplate Industry strives to remain competitive vis--vis alternate media thru light weighing i.e. introducing thinner products and lower tin coated products for similar applications for enhancing customer competitiveness. Your Company has the capability to produce Double Reduced Tinplate products which are thinner compared to conventional Tinplate products. Threats : HR Coils and Tin constitute more than three-fourths of the product cost and variations in prices of these commodity products, (not in synchronization with a lag in corresponding changes in tinplate prices), results in considerable swings in margins. In developed economies use of certain categories of tin mill products are banned for packing processed edibles but products from these countries are being dumped into India and probably, finding their ways into food packaging. More players could enter the tinplate business. At an industry level tinplate packaging across the world has to compete with other substitute packaging media. Statutory duty changes and also volatility in foreign exchange rates.
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Very low customs duties for prime products and even for non-prime tinplate importsconsequently imports continue at very high levels. INTERNAL CONTROLS AND SYSTEM Your Company has in place adequate systems of internal controls and procedures commensurate with the size and nature of business. The effectiveness of the internal control is continuously monitored by Internal Audit Department of the Company. Your company has well structured Internal Control manuals, which are revised periodically and provide for documented procedures covering all financial and operating functions. The Internal Audit's main objective is to review the reliability and integrity of information, compliance with policies and regulations, evaluate and improve the effectiveness of risk management, internal control and governance processes, and the processes for safeguarding of assets, as well as to make suggestions for improvements in economical and efficient utilisation of resources. The scope and authority of Internal Audit Department is derived from Audit Charter approved by Audit Committee. Your Company's Audit Committee is chaired by an Independent Director. The scope of the audit activity is broadly guided by the Annual Audit Plan developed by your Company's Internal Audit Department and approved by the Audit Committee. The Audit Committee meets regularly and reviews the reports submitted by the Internal Audit Department. All significant audit observation and follow up actions thereon are reported to Audit Committee. The Audit Committee also reviews with the Statutory Auditors regarding adequacy of the Company's internal control systems and their observation on the financial reports. The Audit Committee's observations and recommendations are acted upon by the Management. RISKS AND CONCERNS Risk Management is a structured and disciplined approach to manage enterprise risk. Your Company recognises Risk Management as a integrated and process oriented approach for managing all key business risks. Your Company has a structured Risk Management process and aligned to the strategic objective of your Company. In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, the Risk Assessment and Mitigation Procedure has been laid down and approved by the Board of Directors, with effect from 1st January 2006. As per procedure an Executive Committee has been formed to oversee the Risk Management Process. The Committee has the Managing Director as Chairman and all the functional heads as its members. The Chief Internal Auditor (CIA) has been designated as facilitator. Sub-Committees have been formed for each of the functional areas who are the Risk Owners. All the subcommittees meet periodically and review the inherent risks in their areas and the same is forwarded to CIA who compiles the risks at enterprise level. The identified risks are prioritized in terms of "Likelihood and Impact" after discussion with the Risk Owners and ranking assigned to each risk in terms of High/Medium/Low. Existing control systems to mitigate the risks are discussed with the Risk Owners for re-evaluation of the risks. The risks remaining in the "High" category during the period of reporting are treated as "Residual
22
High Risk" if the mitigation process is inadequate. The Residual High Risks category are reported to Executive Committee periodically for review. Thereafter Executive Committee reports its findings to the Board half yearly. ENVIRONMENT MANAGEMENT Your Company which has adopted the Tata Group Policy on Climate Change and the Code of Conduct of CII for Ecologically Sustainable Business Growth is focussed on adherence to ecofriendly practices in its processes and products to improve its sustainability. Based on the carbon footprint audit findings actions are being initiated to reduce Green House Gas Emissions. The focus is towards reduction in Energy, Fuel and Water consumption. Your Company is also engaged in the global quest for a Chrome Free chemical treatment solution, under the aegis of the ITRI (Tinplate Group), to make the process more environment friendly - a requirement under the REACH regulations expected to be operational by 2013. Besides various initiatives to reduce energy consumption such as natural air ventilation systems in the existing tinning line (ETL-1), use of translucent sheets in ETL-1 & ETL-2 and now in CRM 2 to provide natural illumination during day time, use of energy efficient lights in ETL-1 & ETL-2 bays, solar heating systems in Works Canteen and Hospital, use of VFD in various key drives in CRM etc., your Company is also focussing on ensuring a cleaner and sustainable environment through tree plantation, use of cleaner fuel (propane in place of HSD) for the upcoming batch annealing furnaces of CRM 2, recycling of waste water (a new facility is being set up in CRM 2) and rainwater harvesting systems. In addition, companywide programs on climate change and environment management have been organised such as Walk For Environment (for school children), presentations on Climate Change and Rainwater Harvesting by external experts and quiz, slogan & poster competitions for employees and their families to create awareness on these issues. CORPORATE SOCIAL RESPONSIBILITY In pursuit of its commitment towards social responsibility, your Company has identified four thrust areas namely, Education, Employability and Income generation, Health and Inclusiveness. Under education, support includes free education in Vidya Jyoti School, aid to schools situated in the township, scholarships and organizing sporting events. It also includes coaching children from the slums and rural areas to put them back in formal schools. To enhance employability the Community Development centers conduct vocational training programmes - computer programming, tailoring, embroidery and beautician courses etc. The Company's Hospital provides midwife training to tribal girls to equip them with skills to handle confinement cases in villages where health services are scarce. Last year 16 SC/ST boys were trained as plumbers. This year 10 such boys are undergoing mechanical training and 10 are learning driving. The Company continues to provide industrial training to the youth to fulfill their academic requirement towards acquiring ITI qualification. Few years ago the Company had adopted HUDU village located near Jamshedpur to make it a Model Village. The programme included Literacy Classes, Formation of Self-Help Groups to harness income-generation and organizing Health camps. The Company is replicating the same in three other villages, namely, Lupungdih, Nutaandih and Hurlung.
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In Lupungdih, Sobors, a near extinct tribe, are being assisted to start agriculture instead of making illicit liquor for living. The Company reports its societal performance in its Sustainability Report which is prepared as per the Global Reporting Initiatives guidelines. HUMAN RESOURCE MANAGEMENT Keeping in view the requirement arising out of the expansion programme your Company continues to upgrade the skill, knowledge and competencies of its human resource by investing in their training and development. This effort has also helped to create a satisfied, engaged and competitive workforce, which has enabled the Company to achieve increasing levels of performance. The recognised Unions of the Company, based at Jamshedpur and Kolkata have played a very constructive role in shaping the future of the Company and they have co-operated in an exemplary manner towards achieving the objectives of your Company. REWARDS AND RECOGNITIONS For the second year running, the Company won the CII Exim Bank Prize for its Sustained and Unquestionable commitment to Excellence during the 17th Quality Summit of CII held in New Delhi in the month of December, 2009. Won the 2nd Prize in CII Eastern Region, Category A for Sustained level of high overall productivity. Was conferred with the Certificate of Commendation for Strong Commitment to Excel in the CII-ITC Sustainability Assessment conducted in October, 2009. The QC Team Akarshan : bagged the 1st position in the 22nd CII convention on Quality Circles. The QC Team Sudhaar got the Excellent Award at the National Convention on Quality Circles (NCQC), 2009 held at Bengaluru. The Company was recertified with IMS Certification (ISO : 9001, ISO : 14001 and OHSAS : 18001) in the month of April, 2009. The Management Services Department was certified to ISO : 27001 certification for Information Security Management. The Company has been certified to ISO : 22000 on Food Safety Management Systems In the 9th Work Skill Competition organized by CII(ER), the Company won the 3rd position in both Turner Trade (Works Skills) as well as in the Operation & Production Group (Supervisory Skills) . One of the teams from the Company received the Open Value Innovation & Best Presentation award on Improvement in Material Yield in CRM complex at the recently held INVEST National Conference, Kolkata in December 2009. BUSINESS EXCELLENCE JOURNEY To further improve the safety management processes at the Company, as a first step, our Safety system/processes were evaluated by experts on established world glass practices. Thereafter, there have been increased efforts on training across all levels, including the senior
24
leadership. The management structure for Safety practices have been revamped to improve Audit & Observations, Systems & Procedures, Training & Communication and Contractors' safety & Occupational Health. The company continued its TQM journey in consultation with Japaneses consultant. The focus is on improving variability in the Operational and Maintenance practices through Daily Work Management. In addition, the company continues to work through multiple small group improvement initiatives. The Company is cognizant of the concerns with Climate Change. The company has adopted the Tata Group's policy on Climate Change, mapped its carbon footprint and started measuring and reviewing impact of steps taken up to reduce carbon footprint. The key focus is on Power, Coal, Fuel and Water consumption. CAUTIONARY STATEMENT Statements in Management Discussions & Analysis describing the Company's objectives, projections, estimates, expectations may be forward looking statement 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/and price condition in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statute and other incidental factors. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements on the basis of any subsequent development, information or event.
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Auditors' Report
To the Members of The Tinplate Company of India Limited 1. We have audited the attached Balance Sheet of The Tinplate Company of India Limited (the Company) as at 31st March 2010, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 of India (the 'Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we further report that: 3.1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation, of fixed assets. (b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed. (c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year. 3.2. (a) The inventory has been physically verified by the Management during the year. In our opinion, the frequency of verification is reasonable. (b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.
26
2.
3.
(c) On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material. 3.3 (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. (b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. 3.4 In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system. 3.5. According to the information and explanations given to us, there have been no contracts or arrangements referred to in Section 301 of the Act during the year to be entered in the register required to be maintained under that Section. Accordingly, the question of commenting on transactions made in pursuance of such contracts or arrangements does not arise. 3.6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under. 3.7 In our opinion, the Company has an internal audit system commensurate with its size and nature of its business. 3.8 The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company. 3.9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has generally been regular in depositing during the year the 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 as applicable with the appropriate authorities. (b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess as at 31st March 2010, as applicable, which have not been deposited on account of dispute are as follows :
27

Name of the Statute Central Sales Tax Act 1956/Local Sales Tax Act Nature of the Dues Demand against Regular Assessment - Do Amount (Rs. in Lakhs) 101.82 Period to which the amount related 1979-80, 2001-02, 2002- 03, 2004-05 and 2006-07 1994-95 to 1996-97, 1999-00, 2001-02, 2002-03 and 2003-04 1994-95 and 1997-98 1986-87 Forum where dispute is Pending Joint Commissioner Commercial Taxes (Appeals) Commissioner Commercial Taxes Commercial Taxes Tribunal Commercial Taxes Tribunal Tamilnadu Special Tribunal Superintendent of Taxes, Guwahati Customs, Excise and Service Tax Appellate Tribunal Customs, Excise and Service Tax Appellate Tribunal Calcutta High Court Calcutta High Court
2615.70
- Do Demand against Penalty and Interest - Do - Do Central Excise Act, 1944 Disputed dues
531.32 136.61
3.12 3.25 128.36
1993-94 1996-97 and 1998-99 1994-95, 1999-00, 2000-01 and 2003-04 1994-95, 1999-00, 2000-01 and 2003-04 1984 1990-91
Penalty on disputed dues Customs Act, 1962 Income-tax Act, 1961 Dispute on Customs Duty Dispute on account of additional tax demanded - Do -
214.83
215.92 27.64
3.07
2006-07
Commissioner of Income Tax (Appeals)
3.10. 3.11. 3.12. 3.13. 3.14. 3.15. 3.16.

28
The Company has no accumulated losses as at 31st March 2010 and it has not incurred any cash losses in the financial year ended on that date or In the immediately preceding financial year. Accordirg to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/ societies are not applicable to the Company. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.
4.
On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment. 3.18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. 3.19. The Company has created security or charge in respect of debentures issued and outstanding at the year end. 3.20. The Management has disclosed the end use of money raised by rights issue during the year (Refer Note 21 on Schedule P) which has been verified by us. 3.21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management. Further to our comments in paragraph 3 above, 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 appears from our examination of those books; (c) The Balance Sheet, the Profit and Loss Account 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 Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act; (e) On the basis of written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act; (f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, and give a true and fair view in conformity with the accounting principles generally accepted in India: (i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010; (ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and (iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. For Price Waterhouse Firm Registration Number: 301112E Chartered Accountants P Law Partner Membership Number 51790
29
3.17.
Place : Kolkata Date : 7th May 2010
BALANCE SHEET AS AT 31ST MARCH, 2010

Schedule SOURCES OF FUNDS SHAREHOLDERS' FUNDS Share Capital Reserves and Surplus LOAN FUNDS Secured Loans Deferred Tax Liability (Net) (Note 14 of Schedule 'P' ) TOTAL APPLICATION OF FUNDS FIXED ASSETS Gross Block Less : Depreciation Net Block Capital Work-in-Progress INVESTMENTS CURRENT ASSETS , LOANS AND ADVANCES Inventories Sundry Debtors Cash and Bank Balances Other Current Assets Loans and Advances LESS : CURRENT LIABILITIES AND PROVISIONS Liabilities Provisions Net Current Assets NOTES ON ACCOUNTS This is the Balance Sheet referred to in our report of even date For Price Waterhouse Firm Registration Number : 301112E Chartered Accountants (P Law) Partner Membership Number : 51790 Kolkata, 7th May, 2010 30 TOTAL
As at 31st March, 2010 Rupees Lakhs 18,442.38 23,705.89 42,148.27 20,716.22 4,852.39 67,716.88
As at 31st March, 2009 Rupees Lakhs 14,125.43 4,604.07 18,729.50 27,198.39 2,674.46 48,602.35 69,463.07 26,057.51 43,405.56 2,712.31 46,117.87 22.83 3,858.05 3,040.02 823.09 356.39 10,272.28 18,349.83 12,495.37 3,392.81 15,888.18 2,461.65 48,602.35
A B C
'D'
'E' 'F' 'G' 'H' 'I' 'J' 'K' 'L'
69,687.44 29,173.23 40,514.21 25,058.00 65,572.21 1,750.30 6,146.52 2,633.92 1,735.20 1,003.47 11,208.67 22,727.78 16,742.35 5,591.06 22,333.41 394.37 67,716.88
'P'
The schedules referred to above form an integral part of Balance Sheet. On behalf of the Board Koushik Chatterjee Chairman Tarun Kumar Daga Managing Director S Kar Company Secretary
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010
For the year ended 31st March, 2010 Rupees Lakhs 42,861.33 35,346.21 814.56 79,022.10 1,021.98 78,000.12 2,301.67 80,301.79 64,675.66 3,364.11 2,109.18 70,148.95 10,152.84 703.00 1,257.43 2,177.93 2.34 6,715.14 4,503.80 11,218.94 954.81 1,079.45 337.86 671.51 8,175.31 11,218.94 11.01 8.64 'P' 703.00 2,724.31 62.73 3,480.18 3,066.45 6,546.63 1,311.80 359.92 284.11 87.00 4,503.80 6,546.63 6.03 6.03 For the year ended 31st March, 2009 Rupees Lakhs 31,711.72 33,805.83 938.64 66,456.19 427.18 66,029.01 1,048.91 67,077.92 55,496.37 2,805.76 2,508.57 60,810.70 6,267.22
Schedule INCOME SALES CONVERSION CHARGES EXPORT INCENTIVE LESS : EXCISE DUTY ON SALES SALES AND CONVERSION CHARGES (NET) OTHER INCOME EXPENDITURE MANUFACTURING AND OTHER EXPENSES DEPRECIATION INTEREST
'M' 'N' 'O'
PROFIT BEFORE TAX Less : PROVISION FOR TAXATION (Note 14 of Schedule 'P' ) CURRENT TAXATION 1,779.62 (including Rs 44.62 Lakhs for earlier years; 2008-09 - Rs. Nil) Less : MAT CREDIT 522.19 DEFERRED TAXATION (NET) FRINGE BENEFIT TAX (including Rs 2.34 Lakhs for earlier years; 2008-09 - Rs.2.73 Lakhs) PROFIT AFTER TAX BALANCE BROUGHT FORWARD FROM PREVIOUS YEAR AMOUNT AVAILABLE FOR APPROPRIATIONS APPROPRIATIONS : PROPOSED DIVIDEND ON PREFERENCE SHARE ON EQUITY SHARE TAX ON DIVIDEND GENERAL RESERVE BALANCE CARRIED TO BALANCE SHEET Earnings per Share ( Note 20 of Schedule 'P' ) - Basic (Rs.) - Diluted (Rs.) NOTES ON ACCOUNTS
This is the Profit and Loss Account referred to in our report of even date For Price Waterhouse Firm Registration Number : 301112E Chartered Accountants (P Law) Partner Membership Number : 51790 Kolkata, 7th May, 2010
The schedules referred to above form an integral part of Profit and Loss Account. On behalf of the Board Koushik Chatterjee Chairman Tarun Kumar Daga Managing Director S Kar Company Secretary 31
SCHEDULES FORMING PART OF THE BALANCE SHEET
A SHARE CAPITAL
Authorised : 1,26,50,000 30,00,00,000 Issued : 1,12,33,000 7,21,96,651 Subscribed : 1,12,33,000 7,21,75,328 Paid up : 1,12,33,000 7,19,63,429 Preference Shares of Rs.100/- each (31.03.2009: 20,00,00,000) Equity Shares of Rs.10/- each 8.50% (12.50% up to 15th January, 2009) Non Cumulative Optionally Convertible Preference Shares of Rs.100/- each [Note (a) below] (31.03.2009 : 2,90,05,800) Equity Shares of Rs.10/-each 8.50% (12.50% up to 15th January, 2009) Non Cumulative Optionally Convertible Preference Shares of Rs.100/- each [Note (a) below] (31.03.2009 : 2,90,05,800) Equity Shares of Rs.10/-each 8.50% (12.50% up to 15th January, 2009) Non Cumulative Optionally Convertible Preference Shares of Rs.100/- each. [ Notes (a) and (b) below ] (31.03.2009 : 2,87,93,901) Equity Shares of Rs.10/-each fully paid up [ Notes (c) and (d) below ] Add : Forfeited Shares (Amount originally paid up)
As at 31st March, 2010 Rupees Lakhs

12,650.00 30,000.00 42,650.00 11,233.00 7,219.67 18,452.67 11,233.00 7,217.53 18,450.53 11,233.00 7,196.34 13.04 7,209.38 18,442.38

12,650.00 20,000.00 32,650.00 11,233.00 2,900.58 14,133.58 11,233.00 2,900.58 14,133.58 11,233.00 2,879.39 13.04 2,892.43 14,125.43
Notes : (a) Pursuant to a special resolution passed by the Preference Shareholders, rate of dividend applicable to such Preference Shares has been reduced from 12.50% to 8.50% with effect from 16th January, 2009. (b) Preference Share issued are redeemable in two equal instalments as follows 97,81,000 Nos after 2012 3,98,000 Nos after 2013 10,54,000 Nos after 2014 1,12,33,000 Rupees Rupees Lakhs Lakhs (c) Equity Shares issued by way of fully paid up Bonus Shares out of General Reserve 4,25,000 Equity Shares of Rs 10/- each in restoration of Capital previously Written-off 42.50 42.50 15,00,000 Equity Shares of Rs. 10/- each 150.00 150.00 19,25,000 192.50 192.50 (d) 32,55,750 10,00,000 42,55,750 (e) Equity Shares of Rs 10/- each issued to Financial Institutions on Conversion of Loans and Accrued Interest Equity Shares of Rs.10/- each issued to Tata Steel on conversion of Accrued Interest 325.58 100.00 425.58 325.58 100.00 425.58
Also refer footnote ( c ) under Note 20 on Schedule 'P'
B RESERVES AND SURPLUS
CAPTIAL RESERVE Balance as per last account SECURITIES PREMIUM ACCOUNT Balance as per last account Add : Premium on Rights issue of Equity Shares (Note 19 on Schedule P) Less : Share and Fully Convertible Debenture Issue Expenses GENERAL RESERVE Balance as per last account Transferred from Profit and Loss Account PROFIT AND LOSS ACCOUNT : CREDIT BALANCE
5.03 8.24 15,109.33 15,117.57 350.53 14,767.04 87.00 671.51 758.51 8,175.31 23,705.89
5.03 8.24 8.24 8.24 87.00 87.00 4,503.80 4,604.07
32
SCHEDULES FORMING PART OF THE BALANCE SHEET (Contd.)
LOAN FUNDS C SECURED LOANS :
Security As at as per 31st March, 2010 Note Rupees Lakhs
Debentures : 1,79,87,315 (31.03.2009 : Nil) 3% Fully Convertible Debentures (FCDs) of Rs. 100/- each
1 (ii) 2 3 3 4(i) 4(ii)
17,987.32 2,407.91 83.20 2,491.11
257.04 3,241.16 217.75 18,000.00 1,100.00 22,815.95 2,097.49 2,284.95 4,382.44 27,198.39
From Financial Institutions : Rupee Term Loans From Banks : Rupee Term Loans Foreign Currency Term Loans From Bodies Corporate : Term Loan Bridge Loan Cash Credit/ Working Capital Term Loans from Banks : Rupee Loans Buyers' Credit
5 5
237.79 237.79 20,716.22
NOTES : (1) Debentures : i) ii) The FCDs are automatically and compulsorily convertible in the ratio of every eleven FCDs into twenty Equity Shares of the Company on 1st April, 2011, at Rs 55/- per Equity Share (including a premium of Rs. 45/- per Equity Share). The FCD's are secured by a joint equitable mortgage on the Company's immovable properties both present and future at Jamshedpur and additionally secured by way of first charge on all the Company's movable assets situated at Golmuri, Jamshedpur both present and future subject to prior charge in favour of the Company's Bankers providing Working Capital facilities.The charge is ranking pari-passu with that for securing loans mentioned in Notes 2 to 5 below. The FCDs are also secured by a legal mortgage on Companys land situated at Mehasana, in the State of Gujarat.
(2) Term Loans from Financial Institutions : Loans from Financial Institutions, fully repaid during year, were secured by Joint Equitable Mortgage on the Company's immovable properties, both present and future at Jamshedpur in the State of Jharkhand and additionally secured by way of charge on all the Company's movable assets except book debts, both present and future, ranking pari-passu amongst themselves and subject to prior charge jointly in favour of the Company's bankers, providing Cash Credit, as mentioned in Note (5) below. (3) Term Loans from Banks : i) The Rupee and Foreign Currency Term Loans from IDBI Bank limited are secured by Joint Equitable Mortgage on the Company's immovable properties both present and future at Jamshedpur in the state of Jharkhand and additionally secured by a hypothecation of the whole of the movable properties of the Company including movable plant and machinery, spares, tools and accessories and other movables both present and future except book debts, by way of pari-passu charge with other term lending Institutions, as mentioned in the Note (1) above. The Rupee Term Loan of Rs 668.42 Lakhs from Union Bank of India is secured against certain Plant and Machinery of the Company. Secured loan from a Body Corporate (Tata Steel Limited) amounting to Rs.18,000 lakhs, fully repaid during the year, was secured by a joint equitable mortgage on the Companys immovable properties both present and future at Jamshedpur in the State of Jharkhand excluding residential properties and land appurtenant thereto and additionally secured by way of first charge on all the Companys movables assets situated at Golmuri, Jamshedpur both present and future and subject to a prior charge in favour of the Companys Bankers providing cash credit as mentioned in Note 5 below. Bridge Loan from HDFC Ltd., fully repaid during the year, was in the process of being secured on the Company's immovable properties viz. bungalows with outhouses and land appurtenant thereto, officers flats and labour quarters totalling 1666 nos. and having built up area of 97399 sq. mtrs. on the leasehold land at Jamshedpur in the State of Jharkhand.
ii) i)
(4) Loans From Bodies Corporate :
ii)
(5) Cash Credit/ Working Capital Term Loans from Banks : The Cash Credit/ Working Capital Term Loans extended by Banks for Working Capital needs are secured by Hypothecation of Raw Materials, Finished Products, Work-in-Process, General Stores and Book Debts by way of first charge in favour of Union Bank of India, State Bank of India, The Hongkong and Shanghai Banking Corporation Ltd and HDFC Bank Ltd ranking pari-passu.
33

D FIXED ASSETS
Gross Block - At Cost As at 31st March 2009 Rupees Lakhs Land Site, Water and Drainage (Note 1 below) Buildings (Notes 1 and 2 below) Plant and Machinery (Note 3 below) - Own - On Finance Lease (Note 5 below) Railway Track and Rolling Stock Motor Vehicles Furniture, Fittings and Office Equipments Grand Total Previous Year (31.03.2009) 56,677.31 621.52 36.46 223.81 345.00 69,463.07 47,606.84 458.14 30.58 15.11 513.06 21,860.30 258.84 11.09 0.85 288.69 4.07 56,876.61 621.52 36.46 243.30 359.26 69,687.44 69,463.07 22,667.43 16.36 36.46 115.28 245.71 26,057.51 23,254.32 2,961.01 32.82 15.91 11.29 3,364.11 2,805.76 232.79 25,395.65 31,480.96 34,009.88 4.12 0.32 49.18 36.46 127.07 256.68 572.34 116.23 102.58 25,058.00 605.16 108.53 99.29 2,712.31 86.94 388.98 11,083.05 Additions Disposals/ During Adjustment the During year the year Rupees Lakhs 9.23 Rupees Lakhs 17.91 As at 31st March 2010 Rupees Lakhs 86.94 388.98 11,074.37 As at 31st March 2009 Rupees Lakhs 49.43 2,926.84 Depreciation For the year On Disposal / Adjustment Rupees Lakhs As at 31st March 2010 Rupees Lakhs 55.69 Net Block As at 31st March 2010 Rupees Lakhs 86.94 333.29 As at 31st March 2009 Rupees Lakhs 86.94 339.55 8,156.21
Description
Rupees Lakhs 6.26 336.82
11.16 3,252.50 7,821.87
248.39 29,173.23 40,514.21 43,405.56 2.57 26,057.51
Capital Work-in-Progress (Note 4 below)
65,572.21 46,117.87 Notes : 1. Site, Water and Drainage System and Building (except at Kolkata) are on leasehold land. 2. Title Deeds in respect of building at Kolkata [including cost of freehold land - Rs.2.80 lakhs (31.03.09 Rs.2.80 lakhs)] are yet to be executed. 3. Includes Intangible Assets (Computer Software) acquired Cost of Rs.88.55 lakhs; written down value Rs.4.42 lakhs (31.03.2009 Rs.15.30 lakhs) 4. Capital Work-in-Progress includes advances (Unsecured-considered good) paid against orders Rs.8976.25 lakhs (31.03.09 Rs. 1449.72 lakhs) and borrowing cost of Rs. 445.29 lakhs (31.03.2009 : Rs. Nil) 5. Obligations under Finance Lease : The Company has acquired Plant and Machinery under financial lease arrangements. Minimum Lease Payments outstanding as at 31st March, 2010 and other particulars in respect of leased assets are as under: (Rs. in Lakhs) Due Within One year Later than one year and not later than five years Later than five years Total Total minimum lease payments outstanding as at 31.03.2010 145.41 (31.3.2009 Rs. 151.32 Lakhs) 341.37 (31.3.2009 Rs. 412.20 Lakhs) 68.25 (31.3.2009 Rs. 113.74 Lakhs) 555.03 (31.3.2009 Rs. 677.26 ) Interest 31.70** (31.3.2009 Rs. 39.73 Lakhs) 45.05 (31.3.2009 Rs. 64.51 Lakhs) 3.14 (31.3.2009 Rs. 8.36 La]khs) 79.89 (31.3.2009 Rs. 112.60 Lakhs) Present value of minimum lease payments 113.71 (31.3.2009 Rs. 111.59) 296.32 (31.3.2009 Rs. 347.69 Lakhs) 65.11 (31.3.2009 Rs. 105.38 Lakhs) 475.14* (31.3.2009 Rs.564.66 Lakhs)
* Included in Sundry Creditors ** Including interest due up to 31st March, 2010 of Rs. 7.16 Lakhs (31.03.2009 Rs. 9.90 lakhs) included under Sundry Creditors.
34

As at 31st March, 2010 Rupees Lakhs As at 31st March, 2009 Rupees Lakhs
E INVESTMENTS
Long Term (Other than Trade) Unquoted at cost or under 250 Ordinary Shares of Rs.100/- each of Bihar State Financial Corporation - Fully Paid up 5% Non-Redeemable Debenture Stocks, 1957 in Woodlands Medical Centre Limited (formerly Woodlands Hospital and Medical Research Centre Limited) - Fully Paid up 20,000 Ordinary Share of Rs. 10/- each of Nicco Jubilee Park Limited - Fully Paid Up (Written down to Re. 1) 137,500 Equity Shares of Rs.10/- each in Rujuvalika Investments Limited - Fully paid up Current Investment (Other than Trade) Unquoted - at lower of cost and fair value Units of Mutual Fund : 54018.005 (31.03.09 : Nil) ICICI Prudential Flexible Income Plan Premium - Daily Dividend 541089.797 (31.03.09 : Nil) Sundaram BNP Paribas Ultra St Fund Super Inst Div Reinvestment Daily Dividend 2614470.536 (31.03.09 : Nil) HDFC Cash Management Fund Treasury Advantage Plan - Daily Dividend 15845.982 (31.03.09 : Nil) Reliance Money Manager Fund- Institutional Option - Daily Dividend 1572770.776 (31.03.09 : Nil) Sbi - Shf - Ultra Short Term Fund - Institutional Plan - Daily Dividend 579908.848 (31.03.09 : Nil) TFDL Tata Floater Fund - Daily Dividend 5118146.563 (31.03.09 : Nil) Birla Sun Life Savings Fund - Instl -Daily Dividend 30993.379 (31.03.09 : Nil) UTI Treasury Advantage Fund - Institutional Plan - Daily Dividend 1574386.167 (31.03.09 : Nil) IDFC Money Manager Fund Tp Super Institutional Plan - Daily Dividend [Aggregate Net Asset Value of Units as on 31.03.2010 - Rs. 1727.56 Lakhs] Face Value per Unit 100/10/10/1000/10/10/10/100/10/-
0.25 0.08 22.50 22.83
0.25 0.08 22.50 22.83
57.12 54.31 262.27 158.64 157.31 58.20 512.16 310.00 157.46 1,727.47 1,750.30
22.83
Note Particulars of Units of Mutual Fund (Current Investments - Other than trade) purchased and Sold during the year ended 31st March, 2010.
Name of the Mutual Fund ICICI Prudential Flexible Income Plan Premium - Daily Dividend Sundaram Bnp Paribas Ultra St Fund Super Inst Div Reinvestment Daily Dividend HDFC Cash Management Fund - Treasury Advantage Plan - Daily Dividend Reliance Money Manager Fund- Institutional Option - Daily Dividend SBI - Shf - Ultra Short Term Fund - Institutional Plan - Daily Dividend Tata Floater Fund - Daily Dividend Birla Sun Life Savings Fund - Instl -Daily Dividend UTI Treasury Advantage Fund - Institutional Plan - Daily Dividend IDFC Money Manager Fund Tp - Super Institutional Plan - Daily Dividend Reliance Liquid Fund -Treasury Plan - Instl Option - Daily Dividend-Reinv Birla Sun Life Cash Plus-Instl Premium-Daily Dividend Tata Liquid Super High Investment Fund - Daily Dividend ICICI Prudential Liquid Plan - Institutional Plus-Daily Dividend HDFC Liquid Plan - Institutional Plus - Daily Dividend There were no such transactions during the previous year. Purchased No. of Units 1,803,675.169 6,020,814.785 28,532,827.693 200,629.974 16,070,160.871 19,014,282.454 28,852,007.535 210,954.850 10,073,111.333 9,815,132.299 4,993,018.238 134,626.885 12,659,801.438 12,242,296.795 Rupees Lakhs 1,907.12 604.31 2,862.27 2,008.64 1,607.31 1,908.20 2,887.16 2,110.00 1,007.46 1,500.46 500.28 1,500.44 1,500.38 1,500.88 Sold No. of Units 1,749,657.164 5,479,724.988 25,918,357.157 184,783.992 14,497,390.095 18,434,373.607 23,733,860.972 179,961.470 8,498,725.166 9,815,132.299 4,993,018.238 134,626.885 12,659,801.438 12,242,296.795
Rupees Lakhs 1,850.00 550.00 2,600.00 1,850.00 1,450.00 1,850.00 2,375.00 1,800.00 850.00 1,500.46 500.28 1,500.44 1,500.38 1,500.88
35

At cost or net realizable value whichever is lower Finished Products Trading Goods Raw Materials [including in Transit Rs. 884.13 Lakhs (31.03.2009 - Rs. NIL)] Work-in-Process At or under cost Stores & Spares At estimated net realizable value Scrap
F INVENTORIES
689.28 60.60 2,880.04 626.89 1,875.43 14.28 6,146.52
467.61 1,866.02 581.74 936.82 5.86 3,858.05
G SUNDRY DEBTORS
Debts outstanding for a period exceeding six months : Unsecured - considered good - considered doubtful Other debts : Unsecured - considered good
36.51 971.39 1,007.90 2,597.41 3,605.31 971.39 2,633.92
66.43 923.80 990.23 2,973.59 3,963.82 923.80 3,040.02 2.46 811.75 8.88 823.09
Less : Provision for doubtful debts
H CASH AND BANK BALANCES

Cash in Hand With Scheduled Banks : Current Accounts Unpaid Dividend Accounts Fixed Deposit Account
6.43 711.07 17.70 1,000.00 1,735.20
I OTHER CURRENT ASSETS
(Unsecured) Miscellaneous Deposits Sales Tax Refund Receivable under Bihar Industrial Policy, 1995 ( Refer Note 3 of Schedule 'P ) Export Incentive (Refer Note 1 (b)(ii) of Schedule 'P') Deposit with Customs and Excise Authorities As at As at 31st March, 2010 31st March, 2009 Note : Considered Good Considered Doubtful 1,003.47 300.00 1,303.47 Less : Provision for doubtful Other Current Assets 356.39 300.00 656.39
427.70 304.63 194.72 376.42
88.37 304.63 171.12 92.27
1,303.47 300.00 1,003.47
656.39 300.00 356.39
36

J LOANS AND ADVANCES

(Unsecured) Advances recoverable in cash or in kind or for value to be received * Advance payments and tax deducted at source (Includes Fringe Benefit Tax Rs. 281.23 Lakhs, 31.03.09 : Rs. 278.89 Lakhs ) MAT Credit Entitlement As at 31st March, 2010 11,208.67 245.88 11,454.55 Less : Provision for doubtful advances As at 31st March, 2009 10,272.28 240.00 10,512.28 11,454.55 245.88 11,208.67 10,512.28 240.00 10,272.28 6,303.27 3,243.09 1,908.19 7,741.94 1,384.34 1,386.00
Note : Considered Good Considered Doubtful
* Balance with Excise Authorities Rs. 2840.32 Lakhs (31.03.2009 : Rs. 3510.64 Lakhs ) and balance with Sales Tax Authorities Rs. 51.70 Lakhs (31.03.2009: Rs. 57.33 Lakhs )
K LIABILITIES
Sundry Creditors : Outstanding dues to micro and small enterprises ( Refer Note 5 of Schedule 'P' ) Others Advances from Customers Compensation for Voluntary Retirement Scheme Compensation for Early Separation Scheme (Includes Rs.163.01 Lakhs payable within one year, 31.3.2009: Rs.180.39 Lakhs) Interest accrued but not due on loans Investor Education and Protection Fund shall be credited by the following amount namely:Unpaid Dividend (not due as at year end) 2.79 15,237.40 392.24 10.36 829.06 252.80 17.70 16,742.35 1.53 11,054.49 452.27 12.83 964.39 0.98 8.88 12,495.37
L' PROVISIONS
Provision for Income Tax Provision for Fringe Benefit Tax Proposed Dividend Tax on Dividend 2,917.61 301.33 2,034.26 337.86 5,591.06 1,138.00 298.98 1,671.72 284.11 3,392.81
37
SCHEDULES FORMING PART OF PROFIT AND LOSS ACCOUNT
(Contd.) For the year ended 31st March, 2009 Rupees Lakhs
M OTHER INCOME
Dividend Income from Current Investments - Other than trade (net of income considered for capitalisation Rs.38.41 Lakhs; 2008-09 - Rs.Nil ) Dividend Income from Long Term Investments - Other than trade Interest on Deposits and Others (Gross) [Tax deducted at source - Rs. Nil] Income from Tinplate Hospital Exchange Gain (net)* Sales of Scrap ( Other than operation) Provision for Doubtful Debts no longer required written back (net) Miscellaneous Income
For the year ended 31st March, 2010 Rupees Lakhs
41.49 2.15 1.98 375.40 1,083.37 565.71 231.57 2,301.67
2.06 12.82 360.41 511.11 2.10 160.41 1,048.91
*Arrived at after considering Profit on cancellation of forward exchange contract of Rs. 43.03 Lakhs (31.03.2009 : Rs. Nil )
N MANUFACTURING AND OTHER EXPENSES

Raw Materials Consumed Purchased Trading Goods Salaries, Wages and Bonus etc. @ Company's Contribution to/under Provident Funds Superannuation Funds Employees Pension Scheme Staff Welfare Expenses Other Expenses : Stores and Spare Parts Consumed Power,Fuel and Water Repairs to Buildings Repairs to Machinery Rent Rates and Taxes Insurance Charges Directors' Sitting Fees Computer Maintenance Travelling and Conveyance Expenses Postage and Telephone Charges General Expenses Freight, Handling and Sales Expenses # Rebate and Discount Conversion Charges Paid Exchange Loss (net) ** Loss on Sale of Fixed Assets Excise Duty Charge/ (Credit) on Sale of Scrap (other than operation), Inventories etc. Provision for doubtful advances and other current assets Bad Debts Written off Provision for doubtful debts 17,247.48 22,674.96 5,793.53 242.05 232.96 103.82 716.69 7,089.05 4,553.40 5,607.43 459.85 1,895.51 122.39 87.79 77.13 7.55 126.37 352.63 59.88 1,012.34 3,124.79 89.20 272.16 33.46 64.66 5.88 47.59 18,000.01 7,147.61 24,702.16 6,144.94 219.66 214.81 102.36 623.32 7,305.09 4,287.93 5,204.32 416.94 1,843.91 97.64 81.16 59.10 3.95 89.67 367.80 60.94 805.60 2,292.15 170.36 409.69 0.28 110.71 398.57 11.45 16,712.17
38
SCHEDULES FORMING PART OF PROFIT AND LOSS ACCOUNT
(Contd.) For the year ended 31st March, 2009 Rupees Lakhs
N MANUFACTURING AND OTHER EXPENSES (Contd.)

Decrease/(Increase) in Stocks of Finished Products, Trading goods Work-in-Process and Scrap: * Opening Stock Less : Closing Stock
For the year ended 31st March, 2010 Rupees Lakhs
1,055.21 (1,391.05) (335.84) 64,675.66 64,675.66
700.18 (1,055.21) (355.03) 55,512.00 (15.63) (188.22) 188.22 55,496.37
Less : Expenses transferred to Fixed Assets Less : Expenses on trial production for Second Electrolytic Tinplate Line transferred to Fixed Assets Add : Sales of trial products (net) transferred to Fixed Assets
@ * ** #
Includes Rs. Nil (2008-09 Rs. 1212.59 Lakhs) on account of amortisation of Compensation under VRS/ESS Work-in-Process includes value additions on account of Raw Materials on Conversion account. Arrived at after considering loss on cancellation of forward exchange contract of Rs. Nil (2008-09 : Rs. 65.00 Lakhs) includes Rs. 242.96 Lakhs (2008-09 Rs. 77.25 Lakhs) towards commission paid to selling agents
O INTEREST
On Debentures On Term Loans On Cash Credit/ Working Capital Term loans On Others (net of interest received Rs. 18.33 Lakhs; 2008-09: Rs.24.58 Lakhs gross, Tax deducted at source Rs. Nil) 131.27 1,607.64 188.08 182.19 2,109.18 556.94 400.67 1,550.96 2,508.57
39
SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT
P NOTES ON ACCOUNTS 1. SIGNIFICANT ACCOUNTING POLICIES a. Basis of preparation of Financial Statements : The Financial Statements are prepared to comply in all material aspects with all the applicable accounting principles in India, the applicable accounting standards notified under Section 211(3C) of the Companies Act, 1956 and the relevant provisions of the Companies Act, 1956. b. Sale of Products and Services : (i) (ii) Sales comprise sale of goods, and are recognized on completion of sales. Export incentive under the Duty Entitlement Pass Book Scheme is recognized on the basis of credits afforded in the pass book against export of the Company's own products and export under conversion arrangement and such benefit under Duty Free Replenishment Certificate Scheme being recognized on sale of licenses.
(iii) Conversion charges are recognized on rendering the related services. c. Employee Benefits : (i) Short-term Employee Benefits : The undiscounted amount of Short-term Employee Benefits expected to be paid in exchange for the services rendered by employees is recognised during the period when the employee renders the service. (ii) Post Employment Benefit Plans : Contributions under Defined Contribution Plans payable in keeping with the related schemes are recognized as expenses for the year. For Defined Benefit Plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each Balance Sheet date. Actuarial gains and losses are recognized in full in the Profit and Loss Account for the period in which they occur. Past service cost is recognized immediately to the extent that the benefits are already vested, and otherwise is amortised on a straight-line basis over the average period until the benefits become vested. The retirement benefit obligation recognized in the Balance Sheet represents the present value of the defined benefit obligation as adjusted for unrecognized past service cost, and as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the scheme.
40
SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.)
(iii) Other Long-term Employment Benefits (unfunded) : The cost of providing long-term employee benefits is generally determined using Projected Unit Credit Method with actuarial valuation being carried out at each Balance Sheet date. Actuarial gains and losses and past service cost are recognized immediately in the Profit and Loss Account for the period in which they occur. Other long term employee benefit obligation recognized in the Balance Sheet represents the present value of related obligation. d. Research and Development : Research and Development costs (other than cost of fixed assets acquired) are charged as an expense in the year in which they are incurred. e. Depreciation : (i) (ii) f. Freehold land and leasehold land are not depreciated. In respect of other assets, depreciation is provided on a straight line basis applying the rates specified in Schedule XIV to the Companies Act, 1956.
Foreign Exchange Transactions : Transactions in foreign currencies are recorded at exchange rates prevailing on the date of the transaction. Monetary assets and liabilities related to foreign currency transactions remaining unsettled at the end of the year are translated at year end rates. The exchange differences arising on settlement of transactions and/or restatements are recognized in the Profit and Loss Account. In respect of transactions covered by forward exchange contracts, the difference between the contract rate and the spot rate on the date of transaction is charged to the Profit and Loss Account over the period of the contract. Profit/ (loss) on cancellation of forward exchange contracts are recognized as income or as expense for the year.
g.
Borrowing Cost : Borrowing Costs that are attributable to the acquisition or construction of a qualifying asset are included in the cost of such assets till such time as the asset is ready for its intended use. All other borrowing costs are recognised as an expense in the period in which they are incurred.
h.
Fixed Assets : All fixed assets are valued at cost less depreciation. Pre-operation expenses including trial run expenses (net of revenue) are capitalized. An impairment loss is recognized wherever the carrying amount of fixed assets of a cash generating unit exceeds its recoverable amount i.e., net selling price or value in use, whichever is higher.
41
i. Investments : Long term investments are carried at cost less provision for permanent diminution in value of such investments. Current investments are carried at lower of cost and fair value. j. Inventories : Finished and semi-finished products produced/purchased by the Company are carried at lower of cost and net realizable value. Work-in-progress is carried at lower of cost and net realizable value. Raw materials purchased by the Company are carried at lower of cost and net realizable value. Stores and spare parts are carried at or below cost. Cost of inventories is generally ascertained on 'weighted average' basis. Work-inprogress and finished and semi-finished products are valued on absorption cost basis. k. Taxation : Current tax in respect of taxable income is provided for the year based on applicable tax rates and laws. Deferred tax is recognized subject to the consideration of prudence in respect of deferred tax assets, on timing differences, being the differences between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods and is measured using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date, deferred tax assets are reviewed at each Balance Sheet date to reassess realisation. Fringe Benefit Tax (applicable till the year ended 31st March 2009) is accounted for based on the estimated fringe benefits for the year as per the related provisions of the Income Tax Act, 1961. l. Provisions and Contingent Liabilities : A provision is recognized in the financial statements where there exists a present obligation as a result of a past event, the amount of which is reliably estimable, and it is probable that an outflow of resources would be necessitated in order to settle the obligation. 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.
42
m. Leases : For assets acquired under Operating lease, rentals payable are charged to the Profit and Loss Account. Assets acquired under Finance Lease are capitalised at lower of the Fair Value and Present Value of Minimum Lease Payments. 2. Directors' Remuneration :
(a) Computation of Profit under Section 198 read with Section 309 of Companies Act, 1956 for the purpose of Directors' remuneration for the year ended 31st March, 2010. (Rupees Lakhs) Particulars Profit before Taxation -as per Profit and Loss Account Add: Wealth Tax Provision for doubtful debts, advances and other current assets Less : Provision for Doubtful Debts no longer required written back Add: Directors' Remuneration Net Profit under Section 198/349 of the Companies Act, 1956 3.10 53.47 56.57 10209.41 125.36 10334.77 2009-10 Rupees Lakhs (b) Managing/Executive Director's remuneration, Salaries etc. Contribution to Provident and Other Funds Other Benefits (actual and/or estimated) (c) Other Directors' Remuneration Commission @ 1 % of Net Profit under Section 198/ 349 [Refer Note (a) above] of Rs.10334.77 Lakhs (2008-09 : Rs. 6795.37 Lakhs ) i.e., Rs. 103.35 Lakhs, (2008-09: Rs. 67.95 Lakhs) which has been limited to Rs. 30.00 Lakhs (2008-09 : Rs. 20.00 Lakhs) Sitting Fees 68.49 6.31 13.01 87.81 401.05 2.10 6666.17 129.20 6795.37 2008-09 Rupees Lakhs 82.27 9.83 13.15 105.25 2009-10 10152.84 2008-09 6267.22
30.00 7.55 125.36
20.00 3.95 129.20
(d) Directors' remuneration does not include retirement benefit of Rs.31.65 Lakhs (2008-09 Rs. Nil)
paid to the former Managing Director.
43
3. The Company had claimed a refund amounting to Rs. 823.89 Lakhs pertaining to sales tax on purchase of raw materials based on Bihar Industrial Policy, 1995. This claim was up-held during 2002-03 by the erstwhile Ranchi Bench of Patna High Court and was passed on to the Joint Commissioner of Commercial Taxes (JCCT) for implementation. Despite admittance of the refund claim in its entirety by JCCT, the Commissioner of Commercial Taxes (CCT) reduced the claim to Rs. 519.26 Lakhs and refunded the same over 2002-03 and 2003-04. The Company's Review petition before the Hon'ble High Court of Jharkhand against the order of CCT had been rejected. Later on, the Company had filed a Special Leave Petition before Hon'ble Supreme Court for final disposal, which is pending. The balance claim amount outstanding at the year end is Rs. 304.63 Lakhs. 4. There are Contingent Liabilities in respect of : 4.1 Bank Guarantee given by the Company in connection with various matter amounts to Rs. 726.03 Lakhs (31st March 2009 - Rs. Nil). 4.2 Bills discounted Rs. 7929.13 Lakhs (31st March 2009: Rs. 1486.51 Lakhs) 4.3 Claims not acknowledged as debts by the Company :
31st March, 2010 Rupees Lakhs i) ii) iii) iv) v) Customs Duty Sales Tax (estimated by management)* $ Excise Duty $ Provident Fund Others 265.92 2855.62 343.19 19.12 113.71 31st March, 2009 Rupees Lakhs 265.92 2475.85 456.39 19.12 83.00
* Other than demands amounting to Rs. 536.20 Lakhs (3Ist March 2009 : Rs. 536.20 Lakhs) pertaining to issues settled in Company's favour in earlier years. $ Other than items remanded back for fresh assessment.
5.
Sundry Creditors : Balance due to micro and small enterprises as disclosed under Schedule K is based on confirmation available from the concerned parties. Other particulars in respect of micro and small enterprises are as follows:
Unpaid : (i) (ii) Principal Interest due on above Interest due and payable for the period of delay in making payment i.e. for payments made beyond the appointed day during the year 31st March, 2010 Rupees Lakhs 31st March, 2009 Rupees Lakhs 1.29 0.03
2.59
0.20 2.79
0.21 1.53
44
31st March, 2010 Rupees Lakhs 31st March, 2009 Rupees Lakhs
6.
Estimated amount of Contracts remaining to be executed on Capital Account and not provided for (Net of Advances)
13741.05
2009-10 Rupees Lakhs
24963.16
2008-09 Rupees Lakhs
7.
Total consumption of Stores and Spares parts [including amounts charged, under Repairs and Maintenance and other accounts - Rs. 3503.11 Lakhs (2008-2009 : Rs. 2401.80 Lakhs)] Auditors' Remuneration paid/payable : As Auditors : Audit Fees Tax Audit Fees For Certificates (including Quarterly Audit)* Reimbursement of Expenses (excluding service tax not routed through Profit and Loss Account)
* Excluding Fee for Rights Issue Rs. 18.50 Lakhs (2008-09 - Rs. Nil) not routed through Profit and Loss Account
8056.51
6689.73
8.
10.00 3.00 7.75 0.35
10.00 3.00 7.75 0.26
9.
Earnings in Foreign Exchange : Value of exports calculated on F.O.B. basis during the year 29629.26 26319.07
10. Value of Imports calculated on C.I.F. basis during the year : Raw Materials Components and Spare Parts Capital Goods 11. Expenditure in Foreign Currency in respect of : Travelling Consultancy Charges Others 42.20 185.36 0.16 88.13 552.75 6.59 16621.91 655.80 3530.44 7682.66 673.63 314.67
45
12. Particulars in respect of goods manufactured etc.
2009-10 MT i) ii) Licensed Capacity per annum Installed Capacity per annum : (As Certified by the Company's Technical Expert) Electrolytic Tinplate Plant Cold Rolling Mill Printing and Lacquering Plant Actual Production (Including Conversion) : Cold Rolled Coils - own production * - on conversion account Electrolytic Tinplate - own production **# - on conversion account Printing and Lacquering Line - own production - on conversion account 130 193013 36682 190388 1782 15523 1588 179935 10054 175518 506 15341 Not Applicable 2008-09 MT Not Applicable
3,79,000 1,90,000 10,000
3,79,000 1,90,000 10,000
iii)
*Includes 3 MT (2008-09: 1393 MT) transferred to Electrolytic Tinplate production. ** Includes 1775 MT (2008-09: 495 MT) transferred to Printing & Lacquering Line. # Includes Nil (2008-09: 265 MT) out of trial production of Second Electrolytic Tinplate Line. iv) Turnover, Closing and Opening Stocks (Own Products): 2009-2010 Tonnes a) Turnover : Class of Products Electrolytic Tinplates * Cold Rolled Products Lacquered & Printed Sheets Scrap (Operation) Others ** Total 34373 143 1830 137 222 36705 18962.52 45.59 1160.89 43.63 92.88 20305.51 8849 316 429 197 9791 5425.51 104.25 301.94 49.73 5881.43 Rupees/ Lakhs
2008-2009 Tonnes Rupees/ Lakhs
* Includes Nil (2008-09: 265 MT) out of trial production of Second Electrolytic Tinplate Line. ** Others comprise Sale of damaged TMBP Coils (2008-09: Nil). 46
2009-2010 Tonnes Rupees/ Lakhs Tonnes 2008-2009 Rupees/ Lakhs
b)
Closing Stock : Class of Products Electrolytic Tinplates Cold Rolled Products Lacquered & Printed Sheets Scrap (Operation) Total 1285 2 34 54 1375 669.02 0.46 19.80 14.28 703.56 751 18 82 16 867 407.16 4.67 55.78 5.86 473.47
c)
Opening Stock : Class of Products Electrolytic Tinplates Cold Rolled Products Lacquered & Printed Sheets Scrap (Operation) Total 751 18 82 16 867 19 154 38321 102 38596 407.16 4.67 55.78 5.86 473.47 8.19 1184.11 15985.75 38.52 30.91 17247.48 41 139 5 9 194 2165 43 12 9036 11256 17.63 32.88 2.61 2.03 55.15 882.33 265.83 5.52 5993.93 7147.61
v)
Raw Materials Consumed : HR Coil Tin Electrolytic Tinplates Tin Mill Black Plates FHCR Coils Others Total
2009-2010 % Rupees/ Lakhs
2008-2009 % Rupees/ Lakhs
vi)
Consumption of : a) Raw Materials Indigenous Imported Total 1% 99% 100% 192.55 17054.93 17247.48 12% 88% 100% 887.85 6259.76 7147.61
47
2009-2010 % Rupees/ Lakhs 2008-2009 % Rupees/ Lakhs
b)
Spare parts and Components (Stores) : Indigenous 99.98% Imported 0.02% Total 100%
8055.01 1.50 8056.51
88% 12% 100%
5919.36 770.37 6689.73
13. Particulars regarding purchases, turnover, closing and opening stock of Trading Goods :
2009-2010 Tonnes Rupees/ Lakhs Tonnes 2008-2009 Rupees/ Lakhs
(i)
Purchases : Class of Products Electrolytic Tinplates Cold Rolled Products Lacquered & Printed Sheets Total
42265 2721 44986
21192.68 1482.28 22674.96
40430 226 4082 44738
22019.00 108.80 2574.36 24702.16
(ii) Turnover : Class of Products Electrolytic Tinplates Cold Rolled Products Lacquered & Printed Sheets Total (iii) Closing Stock : Class of Products Electrolytic Tinplates Cold Rolled Products Lacquered & Printed Sheets Total (iv) Opening Stock : Class of Products Electrolytic Tinplates Cold Rolled Products Lacquered & Printed Sheets Total
48
42141 2721 44862
21061.39 1494.43 22555.82
40456 226 4082 44764
23031.21 115.42 2683.66 25830.29
124 124
60.60 60.60
26 26
19.59 19.59
14. Taxation (a) Provision for current taxation represents Minimum Alternate Tax (MAT).
(b) The year end net deferred tax balance comprises : 31.03.2010 Rupees Lakhs 403.77 464.24 (i) Deferred tax liabilities Difference between net book value of Depreciable capital assets as per books vis-a- vis written down value as per Income Tax Act (ii) Net Deferred Tax Assets / (Liabilities) (i) - (ii) 868.01 31.03.2009 Rupees Lakhs 1853.94 475.90 449.47 2779.31
Deferred tax assets Accumulated Unabsorbed Depreciation Voluntary Separation Payments/ Early Separation Scheme Provision for doubtful debts and advances
5720.40 5720.40 (4852.39)
5453.77 5453.77 (2674.46)
15. Disclosure in respect of Employee Benefits in keeping with Accounting Standard 15. 15.1 The Company's Provident Fund is exempted under Section17 of Employees' Provident Fund Act, 1952. Conditions for grant of exemption stipulate that the employer shall make good deficiency, if any, in the interest rate declared by Trust over statutory limit. Having regard to the assets of the Fund and the return on the investments, the Company does not expect any deficiency in the foreseeable future. 15.2 The Company operates following post employment/other long term defined benefits : a. b. Funded i. i. ii. Gratuity Post Retirement Medical Benefit (PRMB) Leave Unfunded
iii. Long Service Award iv. Other Retirement Benefits

49
Details of the funded benefit are as follows :
Description 2009-10 2008-09 Gratuity A. Reconciliation of Opening and Closing Balances of Present Value of Obligation a. Present Value of Obligation at the year beginning b. Current Service Cost c. Interest cost d. Actuarial (gain)/ loss e. Benefits paid f. Present Value of Obligation at the year end 1665.11 105.12 129.89 146.33 (82.89) 1963.56 1511.17 89.72 109.30 62.60 (107.69) 1665.10 1108.22 67.62 92.03 294.41 (51.11) 1511.17 838.21 52.24 66.07 176.33 (24.63) 1108.22
Rupees Lakhs
2007-08 2006-07
B. Change in Plan Assets (Reconciliation of opening and closing balances) a. Fair Value of plan assets at the year beginning b. Expected return on plan assets c. Actuarial gain /(Loss) d. Contribution by the employer e. Benefits Paid f. Fair Value of plan assets at year end 1602.53 128.20 2.28 150.00 (82.89) 1800.12 1436.79 114.94 8.49 150.00 (107.69) 1602.53 1000.93 60.65 174.92 252.00 (51.11) 1436.79 625.76 50.06 (60.26) 410.00 (24.63) 1000.93
C. Reconciliation of fair value of plan assets and present value of defined benefit obligation a. Fair Value of plan assets at year end b. Present Value of Obligation at year end c. Amount recognised in the balance sheet D. Expense recognised during the year a. Current Service cost b. Interest cost c. Expected return on plan assets- (gain)/loss d. Actuarial (gain)/loss e. Expense recognised during the year (a+b+c+d) 105.12 129.89 (128.20) 144.05 250.86 89.72 109.30 (114.94) 54.11 138.19 67.62 92.03 (60.05) 119.50 219.10 52.24 66.07 (50.06) 236.59 304.84 1800.12 1963.56 163.44 1602.53 1665.10 62.57 1436.79 1511.17 74.38 1000.93 1108.22 107.29
50
Details of the unfunded benefits are as follows :
Description A. Reconciliation of Opening and Closing Balances of Present Value of Obligation a. Present Value of Obligation at the year beginning b. Current Service Cost c. Interest cost d. Actuarial (gain)/ loss e. Benefits paid f. Present Value of Obligation at the year end B. Expense recognised during the year a. Current Service cost b. Interest cost c. Actuarial (gain)/loss d. Expense recognised during the year (a+b+c) Description A. Reconciliation of Opening and Closing Balances of Present Value of Obligation a. Present Value of Obligation at the year beginning b. Current Service Cost c. Interest cost d. Actuarial (gain)/ loss e. Benefits paid f. Present Value of Obligation at the year end B. Expense recognised during the year a. Current Service cost b. Interest cost c. Actuarial (gain)/loss d. Expense recognised during the year (a+b+c) 2009-10 Rupees Lakhs 2006-07 2008-09 2007-08 2006-07 2009-10 2008-09 2007-08 PRMB Leave
1045.06 1021.11 1001.15 891.02 79.55 76.58 85.10 71.28 80.87 37.24 6.82 265.82 (101.23) (89.87) (71.96) (226.97) 1104.25 1045.06 1021.11 1001.15 79.55 80.87 160.42 76.58 37.24 113.82 85.10 6.82 91.92 71.28 265.82 337.10
376.81 277.17 82.58 49.01 27.68 18.80 62.69 84.76 (52.58)* (52.93) 497.18 82.58 27.68 62.69 172.95 376.81 49.01 18.80 84.76 152.57
175.72 66.09 14.03 42.62 (21.29) 277.17 66.09 14.03 42.62 122.74
149.36 37.76 12.25 (5.31) (18.35) 175.71 37.76 12.25 (5.31) 44.70 2006-07
*Net of acquisition adjustment Rs. 8.96 Lakhs (2008-09: Rs. Nil, 2007-08: Rs. Nil, 2006-07: Rs. Nil,)
2009-10 2008-09
2007-08 2006-07 2009-10 2008-09 2007-08
Long Service Award
Other Retireent Benefits
49.81 3.90 (1.40) (2.01) 50.30 3.90 (1.40) 2.50
47.34 3.41 2.66 (3.60) 49.81 3.41 2.66 6.07
47.76 4.06 3.95 (6.02) (2.41) 47.34 4.06 3.95 (6.02) 1.99
46.53 3.72 1.28 (3.77) 47.76 3.72 1.28 5.00
174.14 (31.65) 142.49 174.14 174.14
The expenses for the abovementioned benefits have been disclosed under the following line items: i) Gratuity and Leave - under Salaries , Wages & Bonus etc ii) PRMB and Long Service Award - under Staff Welfare Expense Other Retirement Benefits - under General expense
51
%age invested %age invested 31.03.09 20.56 51.82 14.68 10.07 2.87 100.00 31.03.09 7.50 8.00 5.00 15.00 %age invested 31.03.08 19.21 51.37 14.28 11.24 3.90 100.00 31.03.08 8.50 8.00 6.00 16.00 %age invested 31.03.07 17.82 49.66 13.99 16.13 2.40 100.00 31.03.07 8.00 8.00 5.00 17.00
15.3. Investment Details of Plan assets (Gratuity)

a. GOI Securities b. Public Sector Unit Bonds c. State Loan d. Special Deposit Schemes e. Others (including bank balances) Total
31.03.10 24.50 51.36 12.44 8.97 2.73 100.00 31.03.10 8.00 8.00 6.00 14.00
15.4. Assumptions
Discount rate (per annum) (%) Estimated rate of return on plan assets (per annum) (%) Inflation Rate (%) Remaining Working Life (in Years) Method Used
Projected Unit Credit Method
15.5. Actual return on Plan assets - 8.00 % (2008-09: 8.00 %) 15.6. Effect of increase/ (decrease) of 1% in assumed medical cost trend rates in respect of PRMB on :
31.03.2010 (Rupees Lakhs) 31.03.2009 (Rupees Lakhs) 1% decrease (7.37) (17.82) 31.03.2008 (Rupees Lakhs) 1% increase 10.01 35.48 31.03.2007 (Rupees Lakhs)
1% 1% 1% increase decrease increase a. Current Service Cost b. Interest Cost c. Accumulated Obligation for PRMB 14.74 21.99 (8.96) (18.99) 13.51 18.87
1% 1% 1% decrease increase Decrease (10.01) (1.53) 8.88 (8.88)
110.03 (110.03)
15.7. Best estimate of Contribution expected to be paid in 2010-2011 Rs.165 Lakhs (2009-2010: Rs. 150 Lakhs) in respect of gratuity. 15.8. The basis used to determine overall expected rate of return on assets and the effect on major categories of plan assets is as follows : The major portions of the assets are invested in PSU bonds and Government Securities. Based on the asset allocation and prevailing yield rates on these asset classes, the long term estimate of the expected rate of return on the fund assets have been arrived at. Assumed rate of return on assets is expected to vary from year to year reflecting the returns on matching govt. bonds.
52
15.9. The estimate of future salary increases take into account inflation, seniority, promotion and other relevant factors. 16. The Company's operations predominantly is manufacture of Electrolytic Tinplate in course of which certain intermediate product namely Full hard cold rolled coils in small quantity are also produced and marketed. The Company is managed organizationally as a unified entity and all its assets other than export debtors are located in India. Sales (gross) for the year ended 31st March, 2010 of Rs. 42861.33 Lakhs (2008-2009 : Rs. 31,711.72 Lakhs) includes domesticsales of Rs.12414.33 Lakhs (2008-2009 : Rs. 4565.13 Lakhs). Details of export sales and year end debtors (being related capital employed overseas), are as follows :
2009-10 Rupees Lakhs 2008-09 Rupees Lakhs
(i)
Sales Asia Europe Others
30447.00 16795.69 11960.80 1690.51 576.33 223 .45 295.86 57.02
27146.59 20807.73 4763.81 1575.05 205.83 11.41 128.43 65.99
(ii) Debtors (Net of Advances) Asia Europe Others
(iii) For fixed assets (tangibles and intangibles) additions, refer column 2 of Fixed Assets Schedule (Schedule D) 17. The Company has an ongoing conversion arrangement with Tata Steel which includes consignment agency and marketing arrangements, and the Company is responsible for collection of debts on behalf of Tata Steel. Such debts (considered good) outstanding at the year-end amount to Rs. 1395.30 Lakhs (net of discounted bills of Rs 3641.56 Lakhs) [31st March 2009 Rs. 1932.30 Lakhs (net of discounted bills of Rs. 1997.13 Lakhs)], of which Rs. 36.60 Lakhs (31st March 2009 Rs. 79.10 Lakhs) are outstanding for more than six months. 18. Related Party Disclosures in keeping with Accounting Standard 18 : a) Related Parties Name Relationship Tata Steel Limited (TSL) The Company is an Associate Company of Tata Steel Mr. B.L.Raina (BLR) , Managing Director (MD - up to 16.06.2009) Key Management Personnel Mr. Tarun Daga (TD), Executive Director (ED - up to 16.06.2009) Key Management Personnel and Managing Director (MD - from 17.06.2009)
53
b) Particulars of transactions with related parties during the year :
(Rupees in Lakhs)
Related Party Transactions
Year ended on 31st March, 2010 TSL BLR MD TD 24230.84 37689.29 4256.63 ED TD
Year ended on 31st March, 2009 TSL 728.80 25346.51 37276.75 4001.39 11000.00 MD BLR ED TD
Reimbursement of Capital Expenditure Purchase of Goods Rendering of Services Receiving of Services Inter Corporate Deposit (ICD) Taken Investment of Equity Shares and Fully Convertible Debentures Term Loan Repaid Dividend paid Interest on loan/ frozen liabilities/ debentures during the period/year Remuneration paid Balances outstanding as at year end : Outstanding Receivables* Outstanding Payables Term Loan Payable Outstanding guarantee as at period/ year end given by Tata Steel
27140.71 18000.00 1394.36 1519.79 27.85 2465.74 802.60 46.40 13.56 1721.51 4528.25 1609.43 18000.00 Nil Nil 103.80 1.45 -
*[including Rs. 207.56 Lakhs, (31st March, 2009 Rs. 172.86 Lakhs) provided for]
19. In respect of the Company's simultaneous but unlinked Rights Issue of 4,31,90,851 Equity Shares of Rs. 10 each at a premium of Rs. 35 per share and 1,79,96,188, 3% Fully Convertible Debentures of Rs. 100 each (FCDs) which opened on 17th September, 2009 and closed on 1st October, 2009, 4,31,69,528 Equity Shares and 1,79,87,315 FCDs aggregating Rs.37,413.60 lakhs were allotted on 12th October, 2009.
54
20. Basic and Diluted Earnings per share :
Year ended on 31.03.2010 (A) Basic i) Number of Equity Shares :At the beginning of the year Adjusted number of Equity Shares prior to Right Issue Number of Equity Shares issued during the year ii) Weighted average number of Equity Shares outstanding during the year- Refer (a) below iii) Face Value of each Equity Share (Rs.) iv) Profit after Tax (Rs. In Lakhs) v) Less : Preference Dividend vi) Less : Tax on Preference Dividend vii) Profit after Tax attributable to Equity Shareholders (Rs./Lakhs) vii) Basic Earnings per share [ A(vii)/A(ii) ] (Rs.) (B) Diluted i) Weighted average number of Dilutive Potential Equity Shares resulting from issue of FCDs - also refer ( c ) below 15321698 66196570 5601.75 115.01 5716.76 10.00 8.64 32286505 1945.44 1945.44 10.00 6.03 28793901 32286505 43169528 50874872 10.00 6715.14 954.81 158.58 5601.75 11.01 (b) 28793901 32286505 32286505 10.00 3480.18 1311.80 222.94 1945.44 6.03 Year ended on 31.03.2009
ii) Aggregate of (A) (ii) and (B) (i) iii) Profit after Tax attributable to Equity Shareholders (Rs./Lakhs) iv) Add : Interest expense net of tax v) Adjusted Profit after Tax vi) Face Value of each Equity Share (Rs.) vii) Diluted earnings per share [B(v)/B(ii)](Rs.) a)
Adjusted after taking into consideration fair value per share prior to Rights Issue and theoretical exright fair value per share. Based upon a legal opinion obtained by the Company, the option to convert the Optionally Convertible Preference Shares (OCPS) into Equity Shares of the Company is not available as per the existing SEBI guidelines. Accordingly such shares have not been considered as potential equity shares for the purpose of computation of Diluted Earning per share. 55
b) Restated on the basis of adjusted number of Equity Shares prior to Rights Issue. c)
21. The monies raised (net of issue expenses) amounting to Rs. 37063.07 Lakhs through rights issue of Equity Shares and Fully Convertible Debentures, in terms of the letter of offer dated 3rd September, 2009, have been deployed as on 31st March, 2010 as under : Rupees Lakhs Repayment of Loan from Tata Steel Repayment of Bridge Loans from Banks Reimbursement to Tata Steel for expenditure incurred by Tata Steel on behalf of the Company prior to 01.04.2009 Expenditure on CRM-II Project Unutilised fund in current investment 18000.00 7500.00 728.80 10048.53 785.74 37063.07 22. Figures of the previous year have been rearranged and regrouped wherever necessary.
On behalf of the Board KOUSHIK CHATTERJEE Chairman TARUN KUMAR DAGA Managing Director S KAR Company Secretary
56
SCHEDULE FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.)
23. Additional disclosure under Schedule VI Part IV of the Companies Act, 1956. BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE
I.
REGISTRATION DETAILS REGISTRATION NO. BALANCE SHEET DATE II. 2 3 1 1 3 0 6 3 0 2 6 0 1 0 RIGHT ISSUE
0 0 4 0 3 0 1 0 6 0 9 0 5 0
STATE CODE
CAPITAL RAISED DURING THE YEAR (Amount in Rupees Thousands) PUBLIC ISSUE
0 0 0 0 0 0 0 0 0 0 0 0 0 0
BONUS ISSUE III.
PRIVATE PLACE MENTS/CONVERSION OF LOAN
POSITION OF MOBILISATION AND DEVELOPMENT OF FUND (Amount in Rupees Thousand) TOTAL LIABILITIES TOTAL ASSETS
6 7 7 1 6 8 8 6 7 7 1 6 8 8
SOURCES OF FUNDS PAID-UP CAPITAL

1 2 8 0 4 7 4 1 2 6 3 2 8 2
RESERVES & SURPLUS

2 3 7 0 5 8 9 -
SECURED LOANS APPLICATION OF FUNDS NET FIXED ASSETS

6 5 5 3 7 9 2 4 2 3 1 7
UNSECURED LOANS
INVESTMENTS - 1 7
3 0
NET CURRENT ASSETS IV. PERFORMANCE OF COMPANY (Amount in Rupees Thousand) TURNOVER
8 1 0 0 3 1 0 5 1 2 7 8 1 9 4 1
MISCELLANEOUS EXPENDITURE - - - - - - TOTAL EXPENDITURE 7 0 1 4 8
9 5
PROFIT/LOSS BEFORE TAX EARNING PER SHARE IN RUPEES V.
PROFIT/LOSS AFTER TAX - 6 7 1 5 1 4 DIVIDENDS (including Dividend Tax) - 2 3 7 2 1 2 2 1 0 1 2 . 0 0
GENERIC NAMES OF THREE PRINCIPAL PRODUCT/SERVICES OF THE COMPANY (as per monetary terms) Item Code No. (ITC Code) Product Description 7 : FLAT ROLLED PRODUCTS OF IRON OF A WIDTH OF 600 MM OR MORE AND OF THICKNESS LESS THAN 0.5 MM, COATED WITH TIN 7 2 0 9 1 8 . 0 0 Item Code No. (ITC Code) Product Description Item Code No. (ITC Code) Product Description : FLAT ROLLED PRODUCTS OF IRON OF A WIDTH OF 600 MM OR MORE AND OF THICKNESS LESS THAN 0.5 MM, NOT COATED 7 2 0 9 9 0 . 0 0 : FLAT ROLLED PRODUCTS OF IRON OF A WIDTH OF 600 MM OR MORE NOT COATED
On behalf of the Board Koushik Chatterjee Tarun Kumar Daga Chairman Managing Director S Kar Company Secretary 57
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010
For the year ended 31st March, 2010 Rupees Lakhs For the year ended 31st March, 2009 Rupees Lakhs
CASH FLOW FROM OPERATING ACTIVITIES : Net Profit before Taxation Adjustments for : Depreciation Miscellaneous Expenditure written off (Profit)/Loss on Sale of Fixed Assets Provision for wealth tax Interest Expense Interest Income Unrealised Foreign Exchange (Gain)/Loss Dividend Received Provision for Doubtful Debts no longer required written back (net) Bad Debts written off Provision for Doubtful Debts, Advances and Other Current Assets OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES Adjustments for : Sundry Debtors Other Receivables Inventories Trade and other payables CASH GENERATED FROM OPERATIONS Direct Taxes (paid)/refunded (net) NET CASH FROM OPERATING ACTIVITIES CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets (Note 3) Sale of Fixed Assets Purchase of Current Investments Sale of Current Investments Dividend received (Note 4) Interest received Finance Lease Rent Payment (Principal Portion) NET CASH USED IN INVESTING ACTIVITIES (B) (A)
10,152.84 3,364.11 33.46 3.10 2,109.18 (1.98) (344.76) (43.64) 53.47 5,172.94 15,325.78 359.63 791.59 (2,288.47) 4,576.84 3,439.59 18,765.37 (1,858.77) (1,858.77) 16,906.60 (22,619.66) 6.84 (23,404.90) 21,677.44 82.05 20.31 (89.52) (24,327.44)
6,267.22 2,805.76 1,212.59 0.28 2.48 2,508.57 (12.82) 184.95 (2.06) (2.10) 11.45 398.57 7,107.67 13,374.89 (1,593.24) (3,809.36) (2,187.08) (698.78) (8,288.46) 5,086.43 (403.08) (403.08) 4,683.35 (6,972.50) 1.22 2.06 37.40 (29.18) (6,961.00)
58
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010 (Contd.)
For the year ended 31st March, 2010 Rupees Lakhs For the year ended 31st March, 2009 Rupees Lakhs
CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Long Term Borrowings Repayment of Long Term Borrowings Proceeds/(Repayment) from/(of) short term borrowings Interest paid Finance Lease Rent Payment (Interest Portion) Rights Issue Expenses Share Issue Proceeds Securities Premium Proceeds from Issue of Fully Convertible Debentures Dividend Paid Tax on Dividend Paid NET CASH FROM FINANCING ACTIVITIES Net Increase in Cash and Cash Equivalents (C) (A) + (B) + (C)
6,400.00 (26,714.73) (4,144.65) (2,290.36) (33.37) (350.53) 4,316.95 15,109.33 17,987.32 (1,662.90) (284.11) 8,332.95 912.11 823.09 1,735.20
11,000.00 (2,640.03) (2,384.75) (2,938.72) (11.71) (0.06) 3,024.73 7 47.08 76.01 823.09
Cash and Cash Equivalents at the Beginning of the year (Schedule H) Cash and Cash Equivalents at the End of the period/year (Schedule H) Notes :
1. The above Cash Flow Statement has been compiled/prepared based on the audited accounts of the Company under the 'Indirect Method' as set out in the Accounting Standard - 3 on Cash Flow Statements and the reallocations made as required for the purpose. 2. The Schedules referred to above form an integral part of the Cash Flow Statement. 3. Purchase of Fixed Assets is exclusive of interest capitalised Rs. 445.29 Lakhs (2008-09 : Rs. 980.25 Lakhs) 4. Dividend received includes Rs. 38.41 Lakhs (2008-09 : Rs. Nil) considered for capitalisation. 5. Figures for the previous year have been rearranged and regrouped wherever necessary. This is the Cash Flow Statement referred to in our report of even date.
For Price Waterhouse Firm Registration Number : 301112E Chartered Accountants (P Law) Partner Membership Number : 51790 Kolkata, 7th May, 2010
On behalf of the Board Koushik Chatterjee Chairman Tarun Kumar Daga Managing Director
S Kar Company Secretary
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CORPORATE GOVERNANCE REPORT FOR THE YEAR 2009-10

1. Company's philosophy on Corporate Governance Your Company has been practising good Corporate Governance over the years upholding the Tata traditions and values. The Company has not only put in place the system for compliance of regulatory requirements but also the system for customers satisfaction and meeting the expectations of its stakeholders, employees and the society. It is the philosophy of the Company to continue to have accountability, transparency and integrity in all its business transactions and practices. 2. Board of Directors 2.1 The Board of the Company consists of nine members comprising a non-executive Chairman, seven other Non-executive directors (out of them - five are independent directors) and one executive director, being the Managing Director. None of the Directors on the Board is a member in more than 10 committees and Chairman of more than 5 committees (as specified in Clause 49 of the Listing Agreement), across all companies in which he is a Director. The necessary disclosures regarding committee positions have been made by the Directors. 2.2 Composition, Category and Number of other Board and Committee Positions held as on 31st March 2010
Name (Promoter = P Non-Promoter = NP) Executive/Non-Executive/ Non-Executive and Independent Number of other Directorships Number of other Committee Positions* held held in Public Limited Companies As As Incorporated in India Chairman Member
Mr Koushik Chatterjee (P) Mr Sujit Gupta (NP) Mr Anand Sen (P) Mr Dipak Banerjee (NP) Mr S P Nagarkatte (NP) Mr Ashok Kumar Basu (NP) Mr B N Samal (NP) Mr B L Raina (P) ** Mr Tarun Kumar Daga
Chairman Non Executive Non Executive and Independent Non Executive Non Executive and Independent Non Executive and Independent Non Executive and Independent Non Executive and Independent Non Executive Managing Director
None
None
3 3 8 None 9 None 1 None
2 1 4 None 1 None None None
0 1 3 None 3 None None None
* Committee positions held in other Indian Public Limited Companies are considered. For this purpose only two Committees viz. the Audit Committee, and the Shareholders/Investors' Grievance Committee are considered. ** Mr. B L Raina was the Managing Director upto 16.06.09 and was appointed as an Additional Non Executive Director of the Company w.e.f 28.10.09
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2.3 All independent directors have confirmed their independence to the Company. 2.4 The non-executive directors have no pecuniary relationship or transactions with the Company in their personal capacity. 2.5 The information as mentioned in Annexure - IA of Clause 49 of the Listing Agreement with the Stock Exchange is made available to the Board members. The Board periodically reviews compliance reports of all laws applicable to the Company and the steps taken to rectify instances of non-compliance. 2.6 The Company has adopted the Tata Code of Conduct for the Managing Director and Senior Management Personnel of the Company. It has also adopted a separate Code of Conduct for the Non-Executive Directors of the Company. Both the Codes of Conduct are posted on the website of the Company. The Company has received confirmations from the NonExecutive Directors, Managing Director and Senior Management Personnel regarding compliance with the Code of Conduct for the year ended 31.03.10. A declaration to this effect signed by the Managing Director is attached to this report. 2.7 Attendance Record of the Directors The Board of Directors met 8 times during the year on 07.04.09, 11.05.09, 08.06.09, 20.07.09, 31.08.09, 28.10.09, 14.01.10 and 24.03.10
SL No. Name of Directors No. of Board Meetings Held during the year 1 2 3 4 5 6 7 8 9 10 Mr B Muthuraman* Mr Koushik Chatterjee* Mr Sujit Gupta Mr Anand Sen Mr Dipak Banerjee Mr S P Nagarkatte Mr Ashok Kumar Basu Mr B N Samal Mr B L Raina* Mr Tarun Kumar Daga* 8 8 8 8 8 8 8 8 8 8 Attended during the year 7 7 0 6 8 8 6 6 6 8 Attendance at last AGM held on 31st August 2009 Yes Yes No Yes Yes Yes Yes No Not Applicable Yes
*Note : Mr B Muthuraman ceased to be the Chairman and Director of the Company w.e.f 14.01.10. Mr Koushik Chatterjee was appointed as the Chairman of the Company w.ef 14.01.10. Mr B L Raina ceased to be the Managing Director w.e.f 17.06.09 and was appointed as an Additional Non Executive Director of the Company w.e.f 28.10.09. Mr Tarun Kumar Daga was appointed as the Managing Director of the Company w.e.f 17.06.09.
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3.
Audit Committee a) b) The Audit Committee of the Company was constituted on 20.04.87. The broad terms of reference of the Audit Committee were to review reports of the Internal Auditors and discuss the same at regular periodic intervals, to discuss with the Statutory Auditors their findings and suggestions on matters pertaining to financial reporting and to oversee the Company's entire financial reporting process. The scope of activities of the Audit Committee includes the areas laid out in Section 292A of the Companies Act, 1956 and Clause 49 II (D) of the Listing Agreement. The powers of the Audit Committee are in accordance with Clause 49 II(C) of the Listing Agreement. The Audit Committee reviews the information stipulated under Clause 49II(E) of the Listing Agreement.
3.1 Brief Description of terms of reference
c)
3.2 During the year five meetings of the Audit Committee were held on 09.05.09, 08.06.09, 20.07.09, 27.10.09 and 14.01.10. 3.3 The Audit Committee met on 09.05.09 and reviewed the Annual Accounts of the Company for the year ended 31st March 2009 before recommending the same to the Board of Directors. The Audit Committee had also periodically reviewed the Audited Financial Results during the year before recommending the same to the Board of Directors for adoption and publication. 3.4 During the financial year the Audit Committee comprised of Mr. S P Nagarkatte (Chairman), Mr. Dipak Banerjee, Mr. Koushik Chatterjee and Mr. Ashok Kumar Basu as Members. The Committee was reconstituted on 7.05.10 and presently the Committee comprises of Mr. S P Nagarkatte as Chairman, Mr. Dipak Banerjee, Mr. Ashok Kumar Basu and Mr. B L Raina as Members. 3.5 The composition of the Committee during the financial year and the number of meetings attended by each of the Directors are given below:
Sl. No. Name of the Director Position No. of Meetings Held Attended
1. 2. 3. 4.
Mr S P Nagarkatte Mr Dipak Banerjee Mr Koushik Chatterjee Mr Ashok Kumar Basu
Chairman Member Member Member
5 5 5 5
5 5 3 4
3.6 All the members of the Committee were independent Directors, except Mr. Koushik Chatterjee who is a Non-Executive Director and all the members have accounting or related financial management expertise. 3.7 The Chairman of the Audit Committee was present in the last Annual General Meeting held on 31.08.09. The Head of Finance, Chief Internal Auditor and the Statutory Auditors were present at all the above five meetings of the Audit Committee as invitees.
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3.8 The Company Secretary, Mr. S Kar is the Secretary to the Audit Committee and was present at all the above five meetings. 4. Remuneration Committee 4.1 The Remuneration Committee was constituted on 19.03.01 to decide upon the compensation package of the Wholetime Director(s) within the broad frame-work of the Group Policy, merit and the Company's performance. 4.2 Mr. B Muthuraman ceased to be a member of the committee with effect from 14.01.10 being the date of his resignation from the Board of Directors of the Company. The Remuneration Committee was reconstituted on 29.04.10 and comprises of Mr. Dipak Banerjee as Chairman (a Non-Executive and Independent Director), Mr. Sujit Gupta, Mr. Koushik Chatterjee and Mr. Ashok Kumar Basu as members. 4.3 During the year three meetings of the Remuneration Committee were held on 07.04.09, 11.05.09 and 08.06.09 which were attended by Mr. B Muthuraman and Mr. Dipak Banerjee. Details of remuneration for year ended 31st March 2010 (i) Non-Wholetime Directors
Sl. No. Name of Directors Commission (Rs.) Sitting Fees Paid (Rs.)
1. 2. 3. 4. 5. 6. 7. 8. 9.
Mr B Muthuraman Mr Sujit Gupta Mr Anand Sen Mr Dipak Banerjee Mr Koushik Chatterjee Mr S P Nagarkatte Mr B N Samal Mr Ashok Kumar Basu Mr B L Raina
5,48,387 NIL 2,58,065 6,12,903 3,54,839 5,80,645 1,93,548 3,54,839 96,774
1,00,000 NIL 67,500 1,60,000 1,00,000 1,30,000 60,000 1,07,500 30,000
The sitting fees of the Non-Executive Directors is Rs10,000/- per meeting in respect of Board, Audit and Remuneration Committee meetings and Rs. 7,500/- per meeting in respect of Shareholders Grievance Committee meetings. None of the Non-Executive Directors, except Mr. Koushik Chatterjee and Mr. B L Raina, are holding any shares or convertible instruments of the Company. The details of equity shareholding of Mr. Koushik Chatterjee and Mr. B L Raina as on 31.03.10 are given below :
Sl. No. Names of Directors No. of Shares
1. 2.
Mr Koushik Chatterjee Mr B L Raina
1000 32750
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(ii) Wholetime Directors

Name Salaries Allowance and Perquisites (Rs. lakhs) Contribution to Provident and other funds (Rs. lakhs) Performance Stock linked Options bonus (Rs. lakhs)
(Rs. lakhs)
Mr B L Raina* Mr Tarun Kumar Daga* *Note : i)
6.59 16.80
5.18 7.01
1.78 5.35
14.30 30.80
Nil Nil
Mr B L Raina retired as the Managing Director of the Company w.e.f 17.06.09.
ii) Mr Tarun Kumar Daga was appointed as the Executive Director of the Company on 09.03.09. He was appointed as the Managing Director of the Company from17.06.09. Period of contract of MD : i) Mr B L Raina (retired w.e.f 17.06.09) Mr. B L Raina was reappointed as the Managing Director for a period from 24.08.05 to 16.06.09 at the Meeting of the Board of Directors held on 25.04.05 based upon the recommendation of the Remuneration Committee. The Shareholders at the Annual General Meeting held on 28.07.05 approved the reappointment and the terms of remuneration. The contract could have been terminated by either party giving the other party 3 months' notice or the Company paying 3 months' salary in lieu thereof. Severance fees - Nil. The Company had no stock option scheme. ii) (a) Mr Tarun Kumar Daga as Executive Director upto 16.06.09 Mr. Tarun Kumar Daga was appointed as the Executive Director of the Company for a period of 5 years from 09.03.09 by a resolution by circulation passed by the Board of Directors of the Company dated 09.03.09. The shareholders at the Annual General Meeting held on 31.08.09 approved the appointment and the terms of remuneration. The contract could have been terminated by either party giving the other party 3 months' notice or the Company paying 3 months' salary in lieu thereof Severance fees - Nil
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(b) Mr. Tarun Kumar Daga as Managing Director (appointed w.e.f 17.06.09) Mr. Tarun Kumar Daga was appointed as the Managing Director at the Meeting of the Board of Directors held on 08.06.09 based upon the recommendation of the Remuneration Committee for a period of 5 years w.e.f 17.06.09 to 16.06.14. The Shareholders at the Annual General Meeting held on 31.08.09 approved the appointment and the terms of remuneration. The contract may be terminated by either party giving the other party 3 months' notice or the Company paying 3 months' salary in lieu thereof. Severance fees - Nil. The Company at present has no stock option scheme. 5. Shareholders Grievance Committee 5.1 A Shareholders Grievance Committee was constituted on 19.03.01 to specifically look into the redressal of shareholders' grievances relating to transfer of shares, non receipt of balance sheet and any other matters. 5.2 During the financial year the Committee comprised of Mr. Sujit Gupta as Chairman, Mr. Anand Sen and Mr. Ashok Kumar Basu as Members. The Committee was reconstituted on 07.05.10 and the Committee presently comprises of Mr. Ashok Kumar Basu as Chairman, Mr. Anand Sen and Mr. B N Samal as Members. Mr. S Kar, Company Secretary is the Compliance Officer of the Company. 5.3 During the year only one meeting of the Shareholders Grievance Committee was held on 24.03.10. a) b) c) d) Number of shareholders' complaints received during the year - 35. Number of complaints not resolved to the satisfaction of the shareholders as on 31.03.10 Nil No. of pending complaints as on 31.03.10 Nil Number of pending share transfers - 16 requests in physical form involving 1885 Equity Shares and 8 requests in demat form involving 1703 shares were pending as on 31.03.10.
5.4 The Company has appointed TSR Darashaw Limited as the Registrar and Transfer Agent of the Company. The delegated authority is taking measures so that the share transfer formalities are attended to at least once in a fortnight. The Company Secretary is also authorised by the Board to do all acts, deeds and matters and sign all documents that may be required in the matter relating to shares from time to time.
65
During the year under review Link Intime India Private Ltd was appointed as the Registrar to the Issue in respect of the simultaneous but unlinked issue of Equity Shares and Fully Convertible Debentures on Rights basis. The investor grievance in respect of the Rights issue of the Company is being handled by them. 6. General Body Meetings
Year AGM/ EGM Location Date Time No. of Special Resolutions
6.1 Location and time, where last three Annual General Meetings were held :
2006-07
AGM
Williamson Magor Hall, The Bengal Chamber of Commerce & Industry, 6 Netaji Subhas Road, Kolkata 700001 Williamson Magor Hall, The Bengal Chamber of Commerce & Industry, 6 Netaji Subhas Road, Kolkata 700001 Williamson Magor Hall, The Bengal Chamber of Commerce & Industry, 6 Netaji Subhas Road, Kolkata 700001
20.07.2007
4.00 PM
NIL
2007-08
AGM
29.08.2008
3.00 PM
NIL
2008-09
AGM
31.08.2009
11.30 AM
6.2 A resolution was passed during the year ended 31.03.10 by postal ballot for increasing the Authorised Share Capital. 6.3 Particulars of the Directors appointed and reappointed at the ensuing Annual General Meeting is given in the Notice convening the Annual General Meeting as required under Clause 49(IV)(G) of the Listing Agreement with the Stock Exchanges. 7. Disclosures 7.1 Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Company at large : The Company has an on-going conversion arrangement with Tata Steel Ltd. (Tata Steel) which includes consignment agency and marketing arrangements and the Company is responsible for collection of debts on behalf of Tata Steel. Tata Steel also provides certain infrastructure facilities to the Company at Jamshedpur on terms considered reasonable and beneficial to the Company. The Company purchases tinplate from Tata Steel for exports on its own account to various countries. None of the transactions
66
with any of the related parties were in conflict with the interest of the Company. During the year the term loan from Tata Steel was fully repaid. For the details of related party relationships and transactions as required by the Accounting Standard 18 on "Related Party Disclosures" issued by the Institute of Chartered Accountants of India please refer Note No. 18 of Schedule P of the Annual Audited Accounts for the year ended 31.03.10.
7.2 The Company has laid down procedures for informing the Board members about the risk assessment and minimization procedures in accordance with clause 49(IV)(C) of the Listing Agreement with the Stock Exchanges. The Board was informed of the review of the risk assessment and minimization procedure by the Audit Committee held on 09.05.09. 7.3 The Company has formulated a Whistle Blower Policy and affirms that no personnel has been denied access to the Audit Committee. 7.4 The Company has periodically disclosed to the Audit Committee the uses/applications of funds raised during the year through Rights Issues of Equity Shares and Fully Convertible Debentures in accordance with Clause 49(IV)(D) of the Listing Agreement. 7.5 The management has informed the Board in accordance with Clause 49(IV)(F)(ii) of the Listing Agreement that they are not having any personal interest in material, commercial and financial transactions of the Company that may have potential conflict with the interest of the Company at large. 7.6 Details of non compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years - Nil. 7.7 The CEO i.e. the Managing Director and CFO i.e. Chief Financial Officer have given the necessary certificates as required under Clause 49(V) of the Listing Agreement. 7.8 All the mandatory requirements have been appropriately complied with and the non mandatory requirements relating to Remuneration Committee and Whistle Blower Policy have also been complied with. 8. Means of Communication 8.1 In compliance with the requirements of the Listing Agreement, the Company, on quarterly basis, intimates audited financial results to the Stock Exchanges immediately after they are taken on record by the Board. Further, coverage is given for the benefit of the Shareholders and Investors by publication of the financial results in the Business Standard and Aajkal. 8.2 The financial results of the Company are also put on the website of the Company after these are submitted to the Stock Exchanges. Official information like press releases are also available on the website. The Company's website address is www.tatatinplate.com. The shareholders are free to communicate their grievances and queries to the Company through email id. share.department@tatatinplate.com.
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9.
General Investors Information Annual General Meeting Date & Time : 24th September, 2010 at 11.00 AM Venue : Williamson Magor Hall The Bengal Chamber of Commerce & Industry 6, Netaji Subhas Road,Kolkata 700001 Financial Year Financial Reporting for quarter ending 30.6.2010 - July 2010 Financial Reporting for half year ending 30.9.2010 - October 2010 Financial Reporting for quarter ending 31.12.2010 - January 2010 Financial Reporting for the year ending 31.3.2011 - April 2011 Annual General Meeting for the year 2011 - July 2011 Date of Book closure : 13th August, 2010 to 1st September, 2010 Dividend payment date is 1st October, 2010 Stock Code /Symbol 504966 Dividend Payment Date : Listing on Stock Exchanges Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001 National Stock Exchange of India Ltd. "Exchange Plaza", Bandra - Kurla Complex, Bandra (E), Mumbai - 400051
TINPLATE EQ
The Fully Convertible Debentures (FCDs) allotted by the Company during the year under review are also listed on National Stock Exchange of India Ltd and Bombay Stock Exchange Ltd with Stock Code / Symbol as TINPLATE D1 and 918762 respectively. The closing high and low market prices, average volume, average number of trades and average value of shares during each month at Bombay Stock Exchange Ltd. during April 2009 to March 2010 were as follows :
MONTH HIGH (CLOSING) Rs. April '09 May '09 June '09 July '09 August '09 September '09 October '09 November '09 December '09 January '10 February '10 March '10 68 26.70 41.35 51.25 59.60 77.95 79.65 66.60 65.90 90.50 93.95 82.20 82.55 LOW (CLOSING) Rs. 23.15 25.10 41.45 39.10 62.55 50.15 50.05 52.60 62.40 77.80 75.70 77.10 Avg.Volume per day 13180 56155 51866 34933 69089 182149 534880 335526 1576342 974454 158905 186356 Average per day Avg. No. of Trade per day 116 342 258 137 347 875 2579 2054 7882 6005 1459 1445 Avg. Value per day (Rs.) 333973 1895438 2427975 1932915 4910091 11342074 31740767 20904205 129112226 88541840 12823717 15134843
Performance of TCIL Share Price in comparison to BSE Sensex

20000 15000 100
60 10000 40 5000 0
April '09 to March '10
20 0
Sensex Share Price
The closing high and low market prices, average volume, average number of trades and average value of FCDs* during each month at Bombay Stock Exchange Ltd. during October 2009 to March 2010 were as follows :
MONTH HIGH (CLOSING) Rs. LOW (CLOSING) Rs. Avg.Volume per day Average per day Avg. No. of Trade/day Avg. Value/ day (Rs.)
October '09 November '09 December '09 January '10 February '10 March '10
106.29 119.90 163.01 172.66 162.49 174.00
100.05 98.00 112.00 156.00 150.00 155.00
943 1181 2483 955 421 4353
6 12 18 19 5 8
100270 131884 325273 155492 64755 668426
* date of allotment 12.10.09 Registrar & Transfer Agent TSR Darashaw Ltd. was appointed as the Registrars and Share Transfer Agent of the Company with effect from 01.04.02 for the Equity Shares held in both physical and dematerialised form. They have also been appointed as the Registrar and Transfer Agent of the Company for the FCDs held in both physical and dematerialized form. Their address for communication :
Head Office Branch Office
TSR Darashaw Limited 6-10 Haji Moosa Patrawala Ind Estate 20, Dr. E Moses Road, Mahalaxmi Mumbai 400 011 Tel No. : (022) 6656 8484 Fax No. : (022) 6656 8494/66568496 E-mail : csg-unit@tsrdarashaw.com
TSR Darashaw Limited Tata Centre, 1st Floor 43, Chowringhee Road Kolkata 700071 Tel No. : (033) 2288 3087 Fax No. : (033) 2288 3062 E-mail : tsrdlcal@tsrdarashaw.com
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SHARE PRICE
80
SENSEX
Link Intime India Private Ltd was appointed as the Registrar to the Issue on 24.04.2009 in respect of the simultaneous but unlinked issue of Equity Shares of Rs. 10 each at a premium of Rs. 35 per Equity Shares and Fully Convertible Debentures of Rs. 100 each on rights basis. Their address for communication is as follows : Link Intime India Private Limited C-13, Pannalal Silk Mills Compound LBS Road, Bhandup West Mumbai 400 078 Tel No. : (022) 25963838 Fax No. : (022)25946969 E-mail : mumbai@linkintime.co.in ISIN NO. in respect of Equity Share and FCDs are INE 422C01014 and INE 422C07052 respectively. Share and FCD Transfer System Share and FCD transfer in physical form can be lodged with TSR Darashaw Ltd. at the above mentioned addresses or at their branch offices, addresses of which are available on their website or at the Registered Office of the Company, and are also provided in page no. 80 of this Annual Report. The transfers are processed within 15 days if technically found to be in order and complete in all respects. As per directive issued by SEBI dated 27.12.2000 it is compulsory to trade in the Company's Equity Shares and FCDs in dematerialised form. Distribution of Shareholding The distribution of Shareholding as on 31.03.2010 and 31.03.2009 are as follows: In the Range of 1 to 500
31.03.2010 No. of Shareholders Percent % 31.03.2009 No. of Shareholders Percent %
41775 3553 1739 571 226 246 308 271 48689
85.80 7.30 3.57 1.17 0.46 0.51 0.63 0.56 100.00
23286 1815 781 283 93 93 126 108 26585
87.59 6.83 2.94 1.06 0.35 0.35 0.47 0.41 100.00
501 to 1000 1001 to 2000 2001 to 3000 3001 to 4000 4001 to 5000 5001 to 10000 10001 and above Total
Distribution of FCD holdings The distribution of FCD holding as on 31.03.2010 are as follows :
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In the Range of 1 to 500
31.03.2010 No. of FCD holders 1537 92 24 8 2 3 5 7 1678
Percent % 91.60 5.48 1.43 0.47 0.12 0.18 0.30 0.42 100.00
501 to 1000 1001 to 2000 2001 to 3000 3001 to 4000 4001 to 5000 5001 to 10000 10001 and above Total
Shareholding pattern as on 31.3.2010 is as follows:

Category PROMOTERS' HOLDING Tata Steel Ltd. Kalimati Investments Co. Ltd Tata Investment Corporation Ltd. Ewart Investments Ltd. PUBLIC FINANCIAL INSTITUTIONS UTI LIC GIC and its subsidiaries IFCI Ltd. IDBI Bank Ltd. Nationalised Banks Mutual Funds FOREIGN HOLDINGS FIIs NRIs OTHER BODIES CORPORATE Domestic Companies Trusts ICICI Bank Ltd Others Banks Foreign Banks DIRECTORS AND THEIR RELATIVES INDIVIDUALS Shares held 3,08,61,099 10,89,652 6,00,000 250 3,25,51,001 1,867 55,47,287 57,400 11,61,150 1,100 3,725 1,06,950 10,000 5,60,146 116,56,974 729 21,300 3,750 600 33,750 2,02,45,700 7,19,63,429 % of Shareholding 42.88 1.51 0.84 0.00 45.23 0.00 7.71 0.08 1.61 0.00 0.01 0.15 0.01 0.78 16.20 0.00 0.03 0.01 0.00 0.05 28.13 100.00 71
FCDholding pattern as on 31.3.2010 is as follows :

Category PROMOTERS' HOLDING Tata Steel Ltd. Kalimati Investments Co. Ltd. PUBLIC FINANCIAL INSTITUTIONS FOREIGN HOLDINGS FIIs NRIs OTHER BODIES CORPORATE Domestic Companies DIRECTORS AND THEIR RELATIVES INDIVIDUALS FCDs held 1,72,46,968 2,72,413 1,75,19,381 0 0 1,367 94,110 0 3,72,457 1,79,87,315 % of FCD holding 95.88 1.52 97.40 0.00 0.00 0.01 0.52 0.00 2.07 100.00
Major Shareholding and FCD Holding Group as on 31.03.2010 is as follows : Equity Shareholding Group
Individuals (including Directors) 28.18 % Tata Group 45.23%
FCDholding Group
Tata Group 97.4 %
Other Corporate Bodies 16.24% Foreign Holding 0.79%
Public Financial Institution 9.56%
Other Bodies Corporate 0.52 %
Foreign Holding 0.01%
Individual 2.07%
Dematerialisation of Shares and Liquidity As on 31st March 2010, the status of dematerialised securities of the Company are as follows : Type of Securities Equity Shares FCD Dematerialised Holding 70182618 17973723 Percentage 97.53 99.93
For the purpose of the dematrialiasation, agreements have been signed by the Company with National Securities Depository Limited and Central Depository Services (India) Limited, whereby the security holders have an option to dematerialise their shares with either of the depositories.
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Break up of Equity Shares and FCDs held in Electronic and Physical Form Equity Shares
Electronic Holding 97.53% Electronic Holding 99.93%
FCDs
Physical Holding 2.47%
Physical Holding .07%
Outstanding GDRs/ADRs, Warrants or any convertible instruments, conversion date and likely impact on equity 1,12,33,000 - 8.5% (12.50% upto 15.01.09) Non-cumulative Optionally Convertible Preference Shares (OCPS) of Rs.100/- each were issued in the financial year 1999-2000, 20002001 with an option for conversion into equity shares at par. Based upon legal advice, the option to convert the OCPS into equity shares of the Company is not currently available as per the existing SEBI Guidelines. The OCPS will be redeemed in accordance with the terms of the issue thereof, provisions of the Companies Act, 1956 and other applicable laws between 2012-2015. 1,79,87,315 3% Fully Convertible Debentures (FCDs) were allotted to the Equity Shareholders on Rights basis on 12.10.09 and these FCDs would automatically and compulsorily converted into Equity Shares on 01.04.11 as per the terms of the Letter of Offer dated 03.09.09. Plant Location : TCIL WORKS: The Tinplate Company of India Limited Golmuri, Singhbhum, Jamshedpur 831003 Tel No. : (0657) 2342104 Fax No. : (0657) 2340517 E-mail : vpo.office@tatatinplate.com Address for correspondence : REGISTERED OFFICE : The Tinplate Company of India Limited 4 Bankshall Street, Kolkata 700001 Tel. No. : (033) 2243-5401/5407/5410 Fax No. : (033) 2230 4170 E-mail : share.department@tatatinplate.com
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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. In addition, the Company has adopted the Code of Conduct for Non-Executive Directors. Both these Codes are posted on the Companys website. I confirm that the Company has in respect of the financial year ended March 31, 2010, 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 March 31, 2010.
7th
May, 2010
Tarun Kumar Daga Managing Director
74
Auditors Certificate regarding compliance of conditions of Corporate Governance

To the Members of The Tinplate Company of India Limited We have examined the compliance of conditions of Corporate Governance by The Tinplate Company of India Limited, for the year ended 31st March, 2010, 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 Companys management. Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. 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, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. For Price Waterhouse Firm Registration Number : 301112E Chartered Accountants (P Law) Partner Membership Number : 51790
Place : Kolkata Date : 7th May, 2010
39
75
ANNEXURE I TO DIRECTORS' REPORT

PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988. A. Conservation of Energy a) Energy conservation measures taken (i) On Conservation of Fuels 1. Application of Energy Saving Coatings on three of the annealing furnace to prevent the heat loss. 2. Further re-engineering of annealing cycles based on findings of Mathematical Modelling studies carried out in 07-08 to reduce heating / soaking cycle times & thereby fuel (HSD) consumption. 3. Weekly survey / audits to check and plug steam pipe leakages. 4. Periodical inspection and replacement of steam traps and steam line lagging. (ii) On Conservation of Power 1. Increased 6Hi mill peak speed from 1100 mpm to 1170 mpm resulting in lower specific power consumption. 2. Increased Degreasing Line peak speed from 360 mpm to 375 mpm resulting in lower specific power consumption. 3. Provision of Variable speed drive for Pickling Fume exhaust Motor. 4. Redistribution of loads to reduce no load losses of Power Transformers. 5. Modification in Annealing return line water system to reduce power consumption of ICW Pumps. 6. Replacement of MS impellers with FRP impellers for 4Hi coil Cooling Fans. 7. Provision of Field Economy Circuit in 6Hi Mill DC Motors to reduce Power consumption during Mill idle condition. 8. Monitoring of time for switching off lighting in Plant and provision of timers for switching street lights. 9. Replacement of incandescent lights by energy efficient light fittings in hospital, offices and residential quarters. 10. Voluntary power cut for 2 hours every day (except Sundays) from October to March in the entire township. 11. Installation of solar water heater in hospital and canteen. b) Total energy consumption and energy consumption per unit of production: Form "A" enclosed. B. Technology Absorption c) Efforts made in technology absorption as per Form B : enclosed
76 23
C. Foreign Exchange Earnings and Outgo d) Activities relating to exports, initiatives taken to increase exports; development of new export markets for products and services; and export plans. Exports are focused towards the following regions: South East and West Asia, Neighbouring countries, Europe and Africa. The attempt is to increase the spread in countries, customers and product categories. e) Total foreign exchange used and earned i) CIF value of imports ii) Expenditure in foreign currency iii) Foreign exchange earned FORM - A Form for disclosure of particulars with respect to Conservation of Energy: 2009 - 2010 A. POWER & FUEL CONSUMPTION
Particulars 1. Electricity a. Purchased Units (Million Kwh) Total Amount (Rs. Lakhs) Rate / Unit (Rs.) b. Own Generation Through Diesel Generator Units (Million Kwh) Unit / Ltr of Diesel Oil (Kwh) Cost / Unit (Rs.) 2009-2010 2008 - 2009
Rs. In lakhs 20808.15 227.72 29629.26
104.32 3692.35 3.54
93 3385 3.60
0.0035 3.50 19.74 Non-Coking Coal, Grade- D & E used in boilers 24415 467.65 1915 3602 1049 29140 NA
0.0798 3.50 17.94 Non-Coking Coal, Grade- D & E used in boilers 21795 412 1891 3294 1041 31603 N.A 77
2.
Coal Quantity (Tonnes) Total Cost (Rs. Lakhs) Average Rate / Tonne. (Rs.)
3.
Furnace Oil Quantity (KL) Total Cost (Rs. Lakhs) Average Rate / KL (Rs.) HSD Oil Quantity (KL) Total Cost (Rs. Lakhs) Average Rate / KL (Rs.) Other Internal Generation
4.
5.
B. CONSUMPTION PER UNIT OF PRODUCTION (WORKS ONLY)

Particulars Products 2009-2010 ETP PLANT ETP PLANT ETP/TFS ETP/TFS (ETL-1) (ETL-2) 111263 175.35 _ _ 58.50 115805 177.16 _ _ CRM PLANT TMBP/ FHCR 193508 263.43 _ 18 59.50 2008-2009 ETP PLANT CRM PLANT ETP/TFS TMBP/ FHCR 185572 151 _ _ 59 181523 275 _ 18 59
Production (t) Electric Power (KWH/MT) Furnace Oil (Lt/MT) H.S.D Oil (Lt/MT) Coal (Kg/MT)
FORM-B Form for disclosure of particulars with respect to Technology Absorption : 2009-10 A. RESEARCH AND DEVELOPMENT 1. Specific areas in which research and development are carried out by the Company : i. Work on chrome free passivation on tinplate - In response to the REACH regulation, line trial with non chrome passivation system was conducted in the month of February 2010. Test results are encouraging and indicating high potential.
ii. Development of alternative grade to TMBP-2 grade for T61 temper for the non food packaging segment (paint & pesticide) iii. Optimisation of cold reduction both at the primary as well as secondary rolling stages for the development of DR 09 through BA route as a product offering suitable for non drawing application iv. Initiation of R&D and Technology engagement with Tata Steel Research & Development on few projects. 2. Benefits derived as result of the research and development activities : i. Positive trend in test results from the line trial material indicates one of the global options for future alternative systems for tinplate passivation.
ii. Overcome difficulties of rolling TMBP-2 at the HSM (Tata Steel) & cold rolling mill (TCIL ) thereby creating a win - win situation both for Tata Steel as well as TCIL in the T 61 temper range product segment. 3. Future Plan of Action : i. Further work in chrome free passivation - Further modification in chemical formulation and process optimisation and evaluation of product for suitability as alternative to chrome free passivation.
78
ii. Development of alternative cost effective HR grades to substitute TMBP 2 grade used currently for T 4 temper grade tin mill products jointly with Tata Steel for the food grade segment. iii. Address the problem of diagonal corrugation through collaborative approach with Tata Steel R&D and Corus Packaging Products. iv. Develop alternative to wooden sillage in response to changing regulations. v. Development of DR 09 tinplate through BA route for the Tamper evident 82 mm diameter twist off lug caps. B. ENVIRONMENTAL REPORT Environment measures taken during the year 2009-10 i. Water Pollution Control : Automatic oil skimming systems commissioned in CRM Waste Water Treatment Plant to more effectively control oil and grease in treated effluent from CRM. One more waste water treatment plant is under construction for recycling & treatment of additional effluent generation from CRM-II Project. New Automatic pH recording system was installed & commissioned at final treated effluent discharge from CRM & ETLs for round the clock monitoring & control. Ambient air quality and stack emissions are being monitored by S.G.S (India) Pvt. Ltd. a Government approved consultant and kept within statutory norms. No violations with respect to meeting statutory air pollution norms reported during checks by Jharkhand State Pollution Control Board's team.
ii. Air Pollution Control :
iii. Statutory Compliance : All statutory requirements under Pollution Control were complied. Environmental consents and authorizations under various Acts and rules were applied for renewal to the Jharkhand State Pollution Control Board. Environmental Statements, returns and statutory conditions under NOC and consents are being complied as per law.
79
ANNEXURE II TO DIRECTORS' REPORT

Sl. No. 1. Name Age Qualification Designation and Nature of duties Date of Total commencement experience Remuneration of employment in years (Rs.) 40 2,785,024 Last employment with designation
Raina B. L.
66
B.E. (Mech.), Post Graduate Diploma in Business Management B.E. (Elec. & Electronics), Post Graduate Diploma in Business Management CEDEP (INSEAD), France
Managing Director 24.08.1997 (till 16.6.09)
Director of International Trade, Tata Steel Ltd.
2.
Daga Tarun Kumar
44
Executive Director 01.10.1997 (till 16.6.09) Managing Director (from 17.7.09)
19
5,995,681
Executive Director, The Tinplate Company of India Ltd.
Notes : Remuneration as shown above includes salaries, allowances, leave travel allowances, medical expenses, commission (if any), Companys contribution to provident fund and superannuation fund and expenditure incurred by the Company for accommodation and other facilities except motor car expenses which has been evaluated as per I.T. Rules and accommodation for employees located at the Companys Works who occupy Company owned houses on payment of rent. The above employees do not hold by themselves or along with their spouse or dependent children, equity shares exceeding two percent of the equity share capital of the Company. On behalf of the Board of Directors Koushik Chatterjee Chairman
Kolkata, 7th May, 2010
80
Production Statistics
H. D. PLANT Blackplate* Year Tonnes Electrolytic Tinplate Tonnes E. T. PLANT Tinfree Steel Tonnes Total Tonnes COLD ROLLING MILL C. R. Products Tonnes
1997-98 1998-99 (15 months) 1999-2000 (9 months) 2000-01 2001-02 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10
92,594 47,398
56,098 93,328
56,098 93,328
68,588 106,434
70,805
2,124
72,929
88,964
102,549 100,701 109,835 125,599 139,061 149,767 155,224 165,076 180,052 219,917
2,095 3,854 3,772 2,385 1,604 1,754 2,207 3,057 5,520 7,153
104,644 104,555 113,607 127,984 140,665 151,521 157,431 168,133 185,572 227,070 **
132,065 126,107 139,428 154,211 167,217 177,446 178,841 185,246 181,523 193,143 ***
Blackplate includes G.P. and G.C.Sheets production under the conversion arrangements with the Tata Steel Ltd.
** Includes 36682 tonnes of own production and 190388 tonnes under the conversion arrangements with the Tata Steel Ltd. *** CR Products includes production under conversion arrangement with the Tata Steel Ltd. 81
Capital Accounts
Year 1985-86 1986-87 1987-88 1988-89 1989-90 1990-91 1991-92 1992-93 1993-94 1994-95 1995-96 1996-97 1997-98 Capital 1,104.43 1,014.43 1,014.43 Reserve and Surplus ShareDeferred holders Borrowing Tax Funds Liability 2,040.74 2,643.10 1,853.64 3,045.25 4,058.61 2,708.53 2,671.28 14,604.96 11,809.61 18,761.60 20,747.92 24,428.20 25,885.84 23,154.77 21,579.96 20,581.07 20,651.91 20,282.76 18,943.47 14,622.74 13,449.94 12,965.86 21,172.22 Total Fund Gross Block Depreciation Net Block Deferred Tax Assets 1,045.53 328.81 49.85 Investment 0.37 0.37 0.37 0.37 7.87 7.87 7.87 Current Assets 4,069.58 3,534.54 2,961.47 4,809.54 7,245.09 5,862.52 8,913.05 Current Liabilities & Provision 1,257.22 898.52 1,067.23 1,986.00 4,036.46 3,945.04 7,202.39 Net Current Assets 2,812.36 2,636.02 1,894.24 2,823.54 3,208.63 1,917.48 1,710.66
( In Rupees Lakhs ) Deferred Revenue Expenditure 6.90 4.39 1.88 112.68 126.91 189.17 189.57 Loss Carried Forward -
328.95 1,433.38 639.97 1,654.40 825.94 1,840.37
3,474.12 2,974.65 1,410.16 1,564.49 4,297.50 3,252.93 1,596.21 1,656.72 3,694.01 3,269.84 1,832.32 1,437.52 5,170.78 4,389.28 2,042.41 2,346.87 6,289.36 5,367.76 2,294.90 3,072.86 5,000.30 5,718.58 2,643.63 3,074.95 5,183.99 6,407.37 2,941.91 3,465.46
1,014.43 1,111.10 2,125.53 1,014.43 1,216.32 2,230.75 1,014.43 1,277.34 2,291.77 1,014.43 1,498.28 2,512.71 1,014.43 1,537.82 2,552.25 2,541.53 7,831.55 10,373.08 2,885.10 9,134.81 12,019.91 2,889.15 9,208.79 12,097.94 2,890.91 7,903.14 10,794.05 2,890.91 7,903.14 10,794.05
- 17,157.21 9,955.36 3,286.39 6,668.97 - 22,182.69 17,829.16 3,649.21 14,179.95 - 30,781.51 27,540.69 4,061.76 23,478.93 - 32,845.86 34,589.17 4,521.96 30,067.21 - 35,222.25 38,033.33 5,669.86 32,363.47 - 36,679.89 38,267.94 7,510.55 30,757.39 - 42,055.32 38,447.18 9,451.02 28,996.16 - 43,242.51 37,687.42 10,165.15 27,522.27 - 42,343.62 35,961.94 10,198.87 25,763.07 - 42,264.46 36,843.58 11,836.67 25,006.91 - 41,895.31 37,876.02 13,515.79 24,360.23 - 33,384.91 39,271.81 15,318.57 23,953.24 - 29,277.90 40,702.93 16,786.05 23,916.88 - 29,089.97 45,806.89 18,736.55 27,070.34 - 29,766.76 49,083.76 20,996.34 28,087.42 - 38,377.37 63,952.84 23,254.32 40,698.52
7.83 17,334.96 7.83 15,140.42 22.83 14,787.22
6,967.23 10,367.73 7,272.42 7,696.64 7,868.00 7,090.58 2,566.25 1,268.06
22.83 18,275.28 15,709.03 22.83 17,388.55 16,120.49
171.15 1,396.74 335.50 7,514.33
22.83 15,815.46 17,765.62 (1,950.16) 22.83 22.83 22.83 24.83 124.83 8,498.21 6,980.30 6,743.29 8,364.15 8,580.92 9,441.57
1998-99* 11,097.91 7,802.64 18,900.55 1999-00** 13,859.91 7,802.64 21,662.55 2000-01 2001-02 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10 * 15 months ** 9 months 14,123.91 7,638.64 21,762.55 14,123.91 7,488.64 21,612.55 14,123.91 7,488.64 21,612.55 14,123.91 14,123.91 317.53 14,441.44 531.25 14,655.16
(943.36) 2,228.60 11,751.09
8,788.89 (1,808.59) 4,683.47 12,822.53 8,751.76 (2,008.47) 4,075.48 14,490.71 8,845.36 8,709.46 (481.21) 3,475.00 14,238.93 (128.54) 3,501.56 14,037.23 (421.19) 4,896.14 4,731.89 (823.85) 4,062.38 1,897.66 -
224.83 10,898.99 11,320.18 224.83 9,846.68 10,670.53
14,123.91 1,516.12 15,640.03 14,123.91 2,676.99 16,800.90 14,125.43 3,079.72 17,205.15 14,125.43 4,604.07 18,729.50 18,442.38 23,705.89 42,148.27
22.83 10,107.19 12,307.99 (2,200.80) 3,152.07 22.83 11,706.44 12,190.01 22.83 (483.57) 1,811.27
9,539.61 13,146.03 (3,606.42) 1,212.59 2,461.65 394.37 -
27,198.39 2,674.46 48,602.35 72,175.38 26,057.51 46,117.87 20,716.22 4,852.39 67,716.88 94,745.44 29,173.23 65,572.21
22.83 18,349.83 15,888.18
- 1,750.30 22,727.78 22,333.41
These Statements are for information only
82
Revenue Accounts
Percentage of Shareholders Fund to Total Fund 41.26% 38.50% 49.82% 41.11% 35.47% 45.83% 48.47% 14.88% 46.76% 39.05% 36.83% 30.65% 29.43% 44.94% 50.10% 51.40% 51.14% 51.59% 43.26% 50.06% 53.76% 56.44% 44.83% 38.54% 62.24% Percentage of Borrowings to Total Fund 58.74% 61.50% 50.18% 58.89% 64.53% 54.17% 51.53% 85.12% 53.24% 60.95% 63.17% 69.35% 70.57% 55.06% 49.90% 48.60% 48.86% 48.41% 56.74% 49.94% 46.24% 43.56% 55.17% 55.96% 30.59% Income from Other Sources 114.64 93.44 130.37 108.74 188.94 244.91 321.35 832.46 920.78 746.97 529.78 673.70 833.90 1,051.14 1,182.04 2,468.93 1,657.28 2,000.87 2,272.45 1,012.59 943.68 1,535.89 1,154.85 1,048.91 2,301.67 Operating Espenses 8,024.01 10,206.76 10,934.13 12,936.62 15,893.64 18,048.68 16,974.63 28,740.12 27,660.71 22,513.41 27,615.19 33,183.40 30,770.61 20,849.63 8,025.71 11,488.15 12,862.73 20,344.32 26,347.62 20,091.78 36,657.59 41,281.86 37,055.34 Prior period adjustment/ ExtraCash ordinary Profit Depreciation Items 434.61 508.89 578.27 722.73 554.99 674.83 902.14 566.34 839.01 761.06 899.05 187.04 186.08 241.51 215.80 257.97 350.01 299.04 344.64 363.61 423.84 461.32 1,149.00 1,843.26 2,179.76 1,254.10 1,609.45 1,645.73 1,687.27 1,807.86 1,888.69 1,971.69 2,261.60 2,259.92 2,805.76 3,364.11 (134.66) (128.41) (4.41) (4.03) Profit/ (Loss) Before Tax Taxation 382.23 451.22 341.17 510.96 297.02 324.82 603.10 221.70 475.40 337.22 437.73 39.00 54.00 74.00 40.00 112.00 200.00 5.00 5.00 5.00 -
( In Rupees Lakhs )
Sales 8,641.29 10,977.01 11,777.70 13,820.19 16,802.85 18,958.06 17,994.11 29,124.09 28,736.47 23,691.42 29,233.83 33,770.75 30,295.33 21,403.97 # 10,356.09 # 14,770.08 # 17,081.92 # 24,373.11 # 31,578.14 # 25,890.66 # 43,104.98 # 46,629.73 # 40,231.75 # 66,456.19 # 79,022.10 #
PBDIT 731.92 863.69 973.94 992.31 1,098.15 1,154.29 1,340.83 1,216.43 1,996.54 1,924.98 2,148.42 1,261.05 358.62 1,605.48 3,512.42 5,750.86 5,876.47 6,029.66 7,502.97 6,811.47 7,391.07 6,883.76 4,331.26
Interest 297.31 354.80 395.67 269.58 543.16 479.46 438.69 650.09 1,157.53 1,163.92 1,249.37
Profit/ Dividends (Loss) (including after Dividend Tax Tax) 382.23 412.22 287.17 436.96 257.02 212.82 403.10 221.70 470.40 332.22 432.73 (2,702.39) (6,117.59) (4,337.26) (1,071.44) 101.20 101.20 101.20 151.80 151.80 151.80 182.16 182.16 285.05 403.25 359.69 2,013.10 1,955.83 2,372.12
Year 1985-86 1986-87 1987-88 1988-89 1989-90 1990-91 1991-92 1992-93 1993-94 1994-95 1995-96 1996-97 1997-98 1998-99 * 1999-00 ** 2000-01 2001-02 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10
2,814.44 (1,553.39) 4,585.91 (4,227.29) 4,224.97 (2,619.49) 2,401.42 3,761.24 3,495.55 3,162.86 2,423.88 1,709.83 1,469.28 1,553.57 1,263.76 2,508.57 1,111.00 1,989.62 2,380.92 2,866.80 5,079.09 5,101.64 5,921.79 5,330.19 3,067.50 9,072.98
- (2,702.39) 47.04 (6,117.59)
(461.99) (4,337.26) 928.34 2,162.55 653.93 977.83 1,137.00 (1,071.44) (1,782.38) 81.26 201.70 2,134.23 3,212.95
49.80 (1,832.18) (20.52) 165.00 101.78 201.70 2,134.23 3,047.95 4,895.63 1,888.09 394.49 3,480.18 6,715.14
3,950.10 (945.53) 3,068.59 1,180.50 807.58 413.09
55,923.55 11,581.55 65,697.64 15,626.13
6,267.22 2,787.04 10,152.84 3,437.70
2,109.18 13,516.95
# Conversion agreement with TSL for ETP/CRM commenced from 1st April, 1998
83
TSR DARASHAW LIMITED (Formerly Tata Share Registry Limited)

NAME REGISTERED OFFICE TSR DARASHAW LIMITED 6-10 Haji Moosa Patrawala Ind. Estate, 20 Dr. E. Moses Road Mahalaxmi Mumbai - 400 011 E-mail : csg-unit@tsrdarashaw.com Web : www.tsrdarashaw.com BRANCH OFFICES 1. Bangalore TSR DARASHAW LIMITED 503, Barton Centre (5th Floor) 84, Mahatma Gandhi Road Bangalore - 560 001 E-mail : tsrdlbang@tsrdarashaw.com 2. Jamshedpur TSR DARASHAW LIMITED Bungalow No. 1 E Road, Northern Town, Bistupur Jamshedpur - 831 001 E-mail : tsrdljsr@tsrdarashaw.com 3. Kolkata TSR DARASHAW LIMITED Tata Centre, 1st Floor 43, J.L. Nehru Road Kolkata - 700 071 E-mail : tsrdlcal@tsrdarashaw.com 4. New Delhi TSR DARASHAW LIMITED 2/42, Sant Vihar Ansari Road, Daryaganj New Delhi - 110 002 E-mail : tsrdldel@tsrdarashaw.com AGENTS Shah Consultancy Services 3, Sumatinath Complex Pritam Nagar, Akhada Road, Ellisbridge Ahmedabad - 380 006 E-mail : shahconsultancy@hotmail.com
84
OFFICE Tel. Fax 022-66568484 022-66568494
Tel. Fax
080-25320321 080-25580019
Tel. Fax
0657-2426616 0657-2426937
Tel. Fax
033-22883087 033-22883062
Tel. Fax
011-23271805 011-23271802
Telefax
079-26576038
VISION
Be an Industry leader in value creation, servicing packaging needs and creating a greener future.
QUALITY POLICY
We are committed to meeting customer expectations and build supplier partnerships exhibiting high ethical values, a sense of responsiveness and respect for the individual. We aim to create value for our stakeholders by continually improving, standardizing and innovating our systems and processes through team work and competence of our employees.

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Annual Report 0910

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Ninety First Annual Report 2009-10

he formation 40 years ago of The Tinplate Company of India

Tata Iron and Steel Co. Ltd.

Mr Ashok Ghosh Mr Ujjwal Kumar Dr C D Singh Mr S Kar

(Director Medical Services) (Chief Financial Officer)

Ninety First Annual Report 2009-10

(Koushik Chatterjee) Chairman

228040 181523 150313

Tinplate Production (Tons)

Cold Rolling Mill Production (Tons)

Tinplate Sales (Tons)

Underlying Turnover/ Book Turnover (Rs Crs)

Gross Profit (Rs Crs)

PBT (Rs Crs)

Debt (Rs Crs)

Reserves 43.43 Crs (15.24)

Ninety First Annual Report 2009-10

1920: Incorporation of The Tinplate

1922: 1923: 1956: 1963:

1st Hot Mill begins operations

6th Hot Mill is commissioned

7th Hot Mill is added

82,778 tons produced in a plant planned for 28,000 tons

1989: Gas Producer Plant with Coal Handling Unit

1990: Semi Mechanised Mill established at Hot

1996: 1st Cold Roll Mill Complex commissioned

2005: Solution Centre commissioned with

CII-Exim Prize for Sustained Commitment to Excellence 2009

CII Productivity Award

ISO: 22000:2005 on Food Safety Management

ISO/IEC 27001:2005 (ISMS)

2nd Tinning Line: Enhancing product capacity and range

Value addition through printing and lacquering

Ninety First Annual Report 2009-10

Cannovation 2009: 3rd International Seminar on Tinplate Packaging

TPC Award Nite 2009

Ninety First Annual Report 2009-10

USA Africa Nigeria Ghana Kenya Tanzania Tunisia

FAR EAST China Taiwan Hong Kong

Iran Jordan UAE Saudi Arabia Oman Yemen WESTERN ASIA

Sri Lanka Nepal Bangladesh

Philippines Indonesia Singapore Malaysia Thailand Myanmar SOUTH EAST ASIA

THE TINPLATE COMPANY OF INDIA LIMITED Ninety-first annual report 2009-2010

THE TINPLATE COMPANY OF INDIA LIMITED

By Order of the Board S KAR Company Secretary

THE TINPLATE COMPANY OF INDIA LIMITED Ninety-first annual report 2009-2010

Details of the Directors seeking reappointment/appointment at the Annual General Meeting

Expertise in specific functional areas

Experienced in Project Management and Project Finance Planning

Directorship held in other Companies**

Jamshedpur Utilities & Services Company Ltd.

Tata Steel Processing and Distribution Ltd.

Tata Steel Processing and Distribution Ltd. (AC)

Includes Audit Committee (AC)

THE TINPLATE COMPANY OF INDIA LIMITED Ninety-first annual report 2009-2010

63 2,724 3,480 3,067 6,547 1,312 360 284 87 2,043 4,504

THE TINPLATE COMPANY OF INDIA LIMITED Ninety-first annual report 2009-2010

THE TINPLATE COMPANY OF INDIA LIMITED Ninety-first annual report 2009-2010

MANAGEMENT DISCUSSION AND ANALYSIS

ETP Production (MT)

CRM Production (MT)

THE TINPLATE COMPANY OF INDIA LIMITED Ninety-first annual report 2009-2010

408 FY07 FY08 FY09 FY10 FY07 FY08 FY09 FY10