Tata Steel
BSE: 500470 | NSE: TATASTEEL | ISIN: INE081A01012 | Steel - Large
- Directors Report
- Chairman's Speech
- Auditors Report
- Notes To Accounts
- Accounting Policy
- Finished Products
- Raw Materials
| Directors Report | Year End : Mar '08 |
The Directors hereby present their hundred and first annual report on
the business and operations of the Company and the consolidated and
standalone financial accounts for the year ended 31st March, 2008.
Figures in Rupees Cores
Tata Steel Group Tata Steel Standalone
2007-08 2006-07 2006-07 2007-08
Net Sales/Income. 131,535.88 25,212.38 19,693.28 17,551.09
Total Expenditure
(net of expenditure
transferred to capital) 113,542.76 17,762.23 11,469.74 10,577.82
Operating Profit. 17,993.12 7,450.15 8,223.54 6,973.27
Add: Dividend and other
income. 574.21 438.07 335.00 433.67
Profit before Interest,
Depreciation, Exceptional
items and Taxes. 18,567.33 7,888.22 8,558.54 7,406.94
Less: Interest. 4,183.76 411.19 878.70 173.90
Profit before Depreciation,
Exceptional items and
Taxes. 14,383.57 7,477.03 7,679.84 7,233.04
Less: Depreciation 4,136.95 1,010.98 834.61 819.29
Profit before Exceptional
items and Taxes 10,246.62 6,466.05 6,845.23 6,413.75
Add/(Less): Exceptional
items. 6,124.44 153.03 221.13 152.10
Profit before taxes 16,371.06 6,313.02 7,066.36 6,261.65
Less: Provision for
current taxation 3,353.73 2,145.52 2,252.00 2,076.01
Less: Provision for
deferred taxation. 674.58 15.52 108.33 52.51
Less: Provision for Fringe
Benefits tax 20.99 17.41 19.00 16.00
Profit after taxes. 12,321.76 4,165.61 4,687.03 4,222.15
Less: Minority Interest 139.94 67.52
Add: Share of profit of
Associates. 168.16 79.18
Profit after minority
interest and share of
profit of Associates. 12,349.98 4,177.27 4,687.03 4,222.15
Add: Balance brought
forward from the previous
year 4,840.39 3,298.06 4,593.98 2,976.16
Balance 17,190.37 7,475.33 9,281.01 7,198.31
Which the Directors have
appropriated as under to
(i) Proposed Dividend. 1,167.86 942.87 1,168.93 943.91
(ii) Dividend on
Compulsorily Convertible
Preference Shares. 22.19 22.19
(iii) Tax on dividend 207.75 163.42 202.43 160.42
(iv) Special reserve 5,913.16 3.95 - -
(v) Statutory reserve. 96.30 - - -
(vi) General reserve 1,549.08 1,524.70 1,500.00 1,500.00
Total 8,956.34 2,634.94 2,893.55 2,60433
Leaving a Balance to be
carried forward. 8,234.03 4,840.39 6,387.46 4,593.98
Centenary Year
On 26th August 2007, your Company completed its 100 years. The
centenary celebrations began with a commemorative function and a
screening of the feature film The Spirit of Steel and the release of
Romance of Tata Steel, a book authored by Mr. R. M. Lala, with large
participation from the citizens of Jamshedpur and the employees of your
Company.
In line with your Companys commitment to the society and as a part of
the centenary celebrations, various cultural activities and social
outreach programmes at several locations involving employees and the
local communities were initiated. Initiatives were taken to promote
land and water management projects in the backward tribal blocks of the
States of Jharkhand, Orissa and Chhattisgarh and improve the livelihood
of 40,000 poor tribal households in 400 villages. Special efforts have
been made in the field of education by providing schools for children
of tribal communities and scheduled caste families and train them to
become self-reliant.
During the golden jubilee celebrations, in 1958, Pandit Jawaharlal
Nehru visited Jamshedpur and planted a banyan tree sapling. In the
100th year, the Honourable Prime Minister Dr. Manmohan Singh along with
other dignitaries visited the Steel city and planted the centenary
banyan tree. He also unveiled a centenary postage stamp brought out by
the Government of Indias Ministry of Communications to markTata
Steels 100 years of service to the country. It symbolises your
Companys commitment and dedication, not only towards the industrial
revolution in India in 1907 but also to continue to create benchmarks
in every field that it has ventured in the last century.
Global Economy
The Global economy grew at 2.2 % in 2007 as compared to 2.9% in 2006.
Global economic activity slowed since the second half of 2007 against
the backdrop of the financial turmoil and a deepening US downturn. The
unfolding of the subprime mortgage crisis coupled with growing concerns
about a contraction in economic activity in the US had a cascading
effect on global growth. In the US, real GDP grew by 0.6 % in the
fourth quarter of 2007 as compared with 2.1% a year ago and 4.9 % in
the previous quarter. US real GDP growth is expected to slow further
during 2008 as the housing market downturn deepens and the financial
market turmoil spreads across the financial system. Banks in several
advanced industrial economies have been tightening lending standards
and the credit crunch that has affected world financial markets since
August 2007 was a reflection of deeper problems relating to huge debt
build-up during the credit boom of recent years.The current consensus
view is that the global economy will only slow modestly further in
2008. Developments up to the first half have been broadly consistent
with this view as growth in the Euro area, Japan and major emerging
market economies continued to be strong.
The UK economy grew by almost 3% in 2007, primarily driven by
consumption, business investment and residential construction. Real GDP
in the Euro area grew by 2.3% in the fourth quarter of 2007 on a
year-on-year basis as compared with 3.3% a year ago.
Growth in emerging market economies (EMEs) last year once again
significantly exceeded that in the rest of the world. Foreign currency
inflows were large, reflecting continued growth in current account
surpluses and capital inflows in 2007. Recent increases in headline
inflation have reflected in the steep increases in oil and food prices.
The Chinese economy grew by 11.4% in 2007 as compared with 11.1% in
2006 as its total foreign exchange reserves, increased to USD 1.7
trillion in March 2008 compared with USD 1.2 trillion in March 2007. In
2008, the Chinese economy is expected to grow at a moderate pace of
9.3% as measures to resolve problems such as overheated growth in fixed
asset investment and excessive supply of money and credit take effect.
The Indian economy grew by about 8.7% in 2007-08 as compared to 9.6% in
2006-07.The lower growth was attributable to the agricultural sector
growing under 3%, growth in industry decelerating to 8.9% from 11% in
2006-07 and a slowdown in the manufacturing sector to 9.4% from 12% in
FY 2007. In Japan, the economy grew by 3.7% in the fourth quarter of
2007 as compared with 2.2% a year ago. However, recent lead indicators
point to slackening of momentum as consumer and business sentiment has
weakened.
Steel Industry
The world crude steel output reached 1,344 million tonnes in 2007, up
by around 100 million tonnes over 2006. This increase of 7.5% was
driven mainly by China where the crude steel production grew by 60
million tonnes over 2006 (an increase of 14%).While Chinas production
constitutes 34% of the world production, the countrys consumption
constitutes almost 31 % of the world consumption. The crude steel
production in India was higher by 8% in 2007 over 2006. The increase
primarily was due to a sustained demand momentum in key-end use
segments like construction, capital goods and automobiles. The supply
side has not been able to keep pace with the strong demand resulting in
India becoming a net importer of steel.
Steel production in the European Zone remained stable, with year-end
figures of 210 million tonnes, a growth of around 2% over 2006.The
imports in the European Union also remained at a high level during
2007.
The latest global steel consumption forecast predicts 6.77% year on
year increase in steel consumption in the current year. The additions
in the capacity are likely to be around 90 million tonnes. The greatest
concern of the steel industry is the availability of raw materials at a
competitive price. There have been unprecedented cost increases in iron
ore by around 65% and coking coal by around 200% in 2008, which would
have an impact on the steel prices.
Business Results
Tata Steel Group, on a consolidated basis had a net sales of Rs.131,536
crores in the FY 2007-08 against Rs. 25,212 crores in the FY 2006-07.
The total operating expenditure (before interest expenses and
depreciation) was at Rs.113,543 crores in FY 2007-08 against Rs. 17,762
crores in FY 2006-07. The major components of the expenditure in FY
2007-08 were purchase of finished and semi finished steel, raw
materials consumed, staff cost, freight & handling and other
expenditure. The interest charges were at Rs. 4,184 crores in the
current financial year against Rs. 411 crores in the last financial
year. The Exceptional items, a gain of Rs. 6,124 crores include the
actuarial gain of Rs. 5,907 crores in Corus on funds for employee
benefits .The gain is on account of recovery of bond yields used to
discount scheme liabilities and recovery in asset values of the scheme
funds. These gains are required to be accounted for through the Profit
& Loss Account under Indian GAAP.
Pursuant to the Accounting Standard AS 21 issued by the Institute of
Chartered Accountants of India, consolidated financial statements
presented by the Company include financial information of its
subsidiaries. The Company has received the approval from the Ministry
of Corporate Affairs vide .its Letter No. 47/337/2008-CL-lll dated 4th
June, 2008, exempting the Company from attaching the balance sheet,
profit and loss account and other documents of the subsidiary companies
to the balance sheet of the Company.
As per the terms of the approval letter, a statement containing brief
financial details of the Companys subsidiaries for the year ended 31st
March, 2008 is included in the annual report. The annual accounts of
these subsidiaries and the related detailed information will be made
available to any member of the Company / its subsidiaries seeking such
information at any point of time and are also available for inspection
by any member of the Company / its subsidiaries at the Companys
Registered Office. The annual accounts of the said subsidiaries will
also be available for inspection as above at the Head Office of the
respective subsidiary companies.
On 2nd April, 2007,Tata Steel UK Limited (TSUK), a subsidiary of Tulip
UK Holding No. 1 which in turn is a subsidiary of Tata Steel completed
the acquisition of Corus Group plc (Corus). The consolidated results
include the financial statements of Corus from 2nd April, 2007.
Consequently, the data of the previous year is not comparable.
Dividend
The Board for the year ended 31st March, 2008 has recommended a
Dividend @ 2% on 547,251,605 Compulsorily Convertible Preference Shares
(CCPS) of Rs. 100 each, payable pro-rata from the date of allotment of
CCPS i.e. 18th January 2008.
The Board, for the year ended 31st March, 2008, has recommended a
dividend @ 160%. The dividend will be paid on 730,584,320 Ordinary
Shares at Rs. 16 per share (2006-07 : on 608,972,856 Ordinary Shares at
Rs. 15.50 per share including special dividend of Rs. 2.50 per share).
The dividends on CCPS and Ordinary Shares are subject to the approvals
of the shareholders at the Annual General Meeting.
The dividend pay .out works out to 29.18% (2006-07; 26.16%) for the
standalone company and on a consolidated basis it is 11.09% (2006-07:
26.51%).
Tata Steel-Corus Integration
One enterprise - two entities has been the driving philosophy of the
integration process which has been designed at two levels: one at a
strategic level and the other to maximise synergy benefits in various
functions of the business. A joint team was mandated to identify where
the two entities needed to work together or work in a coordinated
manner and also the processes which would be managed separately by the
entities. The teams study and recommendations have resulted in the
implementation of a governance structure in January 2008 to bring alive
theOperating Modeldesigned. To oversee the progress on the strategy
and integration plans and ensure that key milestones are met, a
Strategy & Integration Committee (SIC) has been constituted under
Chairmanship of Group Chairman.
A structured approach has been followed for the synergy and integration
in various functional areas. Joint integration teams formed for key
areas have identified synergies worth USD 450 million and action plans
drawn up will ensure that these targets are realised by end March 2010.
Site specific workshops and knowledge sharing sessions have been
conducted at various plant locations for identifying breakthrough
improvements in the area of throughput increase and cost reduction.
During the year, synergy benefits of USD 76 million have been realised.
Tata Steel has derived the benefits in the area of manufacturing,
whereas in Corus, the benefits are from reduction in taxation and in
shared services in the area of legal, investor relations, etc. in the
Corporate Centre.
Finance
During FY 2007-08, the financing structure of the Corus transaction has
been reorganised to achieve fiscal unity in the Netherlands and
conseguent tax efficiencies. The Corus businesses in UK and Netherlands
are now organised under fully owned subsidiaries of Tata Steel
Netherlands B.V., which in turn is an indirectly fully owned subsidiary
of Tata Steel Limited. By the close of April 2008, the financing for
the Corus acquisition has been completed with all the recourse bridge
funding. contracted for the acquisition having been paid off through
mix of debt, equity and internal accruals and the non-recourse funding
syndicated during the year.
In September 2007, the Company issued USD 0.875 billion of 1 % Foreign
Currency Convertible Alternative Reference Securities (CARS). Between
September 4, 2011 and August 6, 2012, each security is convertible at
the option of holder of the security, at a conversion price of Rs.
758.10 into a Qualifying Security issued by the Company. The Company
must redeem all outstanding CARS at 123.349% of their principal amount
together with accrued and unpaid interest no later than September
5,2012. The Company raised an amount of Rs. 9121 crores through a
Rights and Cumulative Compulsorily Convertible Preference- Share Issue
and Rs. 25 billion through a long term loan. The- syndication of the
GBP 3.67 billion senior facility consisting multiple tranches of term
loans and a GBP 0.5 Billion five year revolving credit facility,
secured by the assets of Corus was successfully closed in December 2007
by which time, a large number of banks as well as institutions had come
into the transaction. The deal was widely recognised as a landmark deal
and won numerous awards and recognition from financial journals.
Tata Steel also privately placed Non-Convertible Debentures totaling
upto Rs. 2,000 crores in May 2008. The deemed date of allotment of
these debentures was 7th May, 2008 and they consist of 3 series: 3 year
floating (MIBOR-linked) notes (Rs. 1,09C crores), 7 year fixed rate
notes (Rs. 620 crores) and 3 year fixed rate notes (Rs. 290 crores).
These funds may be used by the company for various corporate needs.
The Company hedged the foreign currency risk on repayment of the major
part of the USD 1.65 billion of external commercial borrowings drawn in
FY 2006-07. The foreign currency repayment risk on the CARS remains
unhedged since they may be converted to underlying securities in FY
2012 and FY 2013.
Tata Steel Netherlands, the entity in whose books the non- recourse
debt has been taken was successful in encouraging a high proportion of
investors to voluntarily convert their debt to Euro via the
re-denomination route.The majority of the balance debt was then swapped
to Euro from GBP so that foreign currency risk could be minimised. Tata
Steel Netherlands also hedged the majority of its Euro interest rate
risk.
Rights Issues
During the year under review, the Company allotted the Cumulative
Convertible Preference Shares (CCPS) and Ordinary Shares on a Rights
basis to the shareholders of the Company as under:
(i) 121,611,464 Ordinary Shares of Rs.10 each at a premium of Rs.290
per share in the ratio of 1:5, aggregating to Rs. 3648 crores.
(ii) 547,251,605 2% Convertible Cumulative Preference Shares (CCPS) of
Rs. 100 each at an issue price of Rs. 100 each, in the ratio of 9:10,
aggregating to Rs. 5,473 crores. As per the terms of the issue, six
CCPS of Rs.100 each are compulsorily and automatically convertible on
1st September, 2009, into one Ordinary Share of Rs. 10 each, at a
premium of Rs. 590 per share.
The proceeds of the Rights Issue have been utilised to repay the short
term Bridge Loan availed by the Company from the State Bank of India.
Subsidiaries
A list of the Companys subsidiaries is given in page numbers 212-221
of this Report.
Expansion Projects Brownfield Projects
After successful completion of 1 mtpa expansion programme in the year
2005, the Company embarked upon its journey to reach 10 mtpa crude
steel making capacity at Jamshedpur Works. This is to be achieved by
year 2011 in two phases. Work on the first phase, which takes the
capacity of Jamshedpur Steel Works to 6.8 mtpa at a project cost of Rs.
4,550 crores was started in the year 2006. The same is now nearing
completion. The new Sinter Plant No. 4 was commissioned in 2007 and
new H-Blast Furnace was blown-in on 31st May, 2008, ahead of schedule
by a month. Expansion programme for Steel Making Shops is under
execution.
The Company has simultaneously initiated work on the second phase, the
3 mtpa expansion programme, which will enable it to reach crude steel
capacity of 10 mtpa at Jamshedpur Works by the year 2011. Under this
expansion programme, Iron Making facilities will be up-graded. Besides,
new facilities such as a Steel Making Shop (LD Shop No. 3), Thin Slab
Casting & Rolling Mill and a pelletizing plant of 6 mtpa capacity will
be installed.The project is progressing as per.schedule.
Greenfield Projects
The Company has begun the process of building a new integrated steel
plant at Kalinganagar, Orissa with a total capacity of 6.0 mtpa to be
set up in two phases of 3.0 mtpa each.The land acquisition,
rehabilitation and resettlement work is in progress.
Orders for major equipment have been finalised. Skill upgradation
training is being provided to the members of displaced families. The
Company has informed the Government of Orissa of its fulfillment of MOU
conditions, with a request to the Central Government for recommendation
of iron ore mining lease. The Company has also entered into a
Memorandum of Understanding with the state gtovernments of Chhattisgarh
and Jharkhand respectively for setting up steel plants. The process of
submitting applications for various licenses for mining leases and
environmental clearance has been initiated. Coke is one of the main
raw materials in the iron making process.
The Company has set up HooghlyMetcoke and Power Company Limited, a
subsidiary, to manufacture 1.6 million tonnes per annum of coke to meet
the requirement on expansion. The increased requirement of power will
be met from a 90 MW power plant being set up by Tata Power Company.
During the year, the Company in India incurred capita expenditure of
Rs. 2,459 crores.
Other Projects
Tata BlueScope Steel Limited
Tata BlueScope Steel is an equal joint venture between Tata Steel and
Blue Scope Steel in the field of coated steel, steel building solutions
and related building products.The Company operates in the South Asian
Association for Regional Cooperation (SAARC) region.Tata BlueScope
Steel has two business divisions, Buildings Division and Coated Steel
Division. The Buildings Division business markets pre-engineerec
buildings (PEB), roll-formed roof and wall cladding solutions related
building components and distribution of colour coatee sheets for retail
customers. The Coated Steel business markets metallic coated and
pre-painted steel, for the building and construction industry.Tata
BlueScope Steels Buildings Division has three manufacturing facilities
located at Pune, Chennai and Bhiwadi and are certified by Underwriters
Laboratory Inc. for ISO 9001: 2000.
The premium brands include the BUTLER* pre- engineered steel buildings
and the LYSAGHT® range of steel building solutions.The Coated Steel
Division markets premium brands including the pre-painted COLORBOND®
steel and the metallic coated ZINCALUME® steel.
The Coated Steel manufacturing facility at Jamshedpur will be
operational from the first quarter of 2010. This facility will have an
annual metallic coating capacity of 250,000 MT and paint line capacity
of 150,000 MT In view of high construction activities coupled with
infrastructure growth and good response from the industry, the demand
for PEB and building solutions is expected to grow rapidly in times to
come.
Tata Steel (KZN) Pty. Limited
Tata Steel. (KZN) Pty Limited, a subsidiary of the Company, is setting
up a High Carbon Ferro Chrome plant with a capacity of 1,50,000 tpa at
Richards Bay, South Africa.The first furnace was started in April 2008
and the second furnace is scheduled for June 2008. It is expected that
commercial production will start in July 2008.This was an historic
event, being the first Greenfield project of the Tata Group
commissioned in South Africa.
The Dhamra Port Company Limited
The Dhamra Port Company Limited (DPCL), a Joint Venture company
between the Company and Larsen &Toubro Limited (L&T) is developing an
all weather modern deep water port in the state of Orissa. (Dhamra
Port Project). The bulk cargo berths are being designed to accommodate
upto 180,000 (DWT) vessels.
The major portion of the land required for the Project has been
acquired through State Government. The construction work at the port
site has commenced and the same is progressing satisfactorily. Your
Company has taken adequate measures for conservation of the
environment, endangered species and other related issues which has
significant impact on successful completion of the Project.
Tata NYK Shipping Pte. Limited
Tata NYK Shipping Pte. Ltd., a joint venture shipping company between
the Company and Nippon Yusen Kabushiki Kaisha (NYK Line) commenced
shipping activities for Tata Group companies and other clients with
five ships on atime chartered basis. Tata NYK handled around 2.4
million tonnes of dry cargo.
Tata NYK has worked out a five year business plan which projects to
service more than 20 million tonnes of cargo per annum through a fleet
of owned and chartered ships.
Joint Venture with Vietnam Steel Corporation
Your Company has entered into two Memorandum of Understandings with
Vietnam Steel Corporation for setting up a 4.5 mtpa steel project (in 2
phases) and a Cold Rolling Mill in Ha Tinh Province, Vietnam. The Joint
Venture Company would also further invest in the mining projects in
Vietnam, subject to financial viability being established.
Raw Material Security
Your Company is self-sufficient in iron ore for 100% and -60% for
coking coal i.e. an average of 80% raw material security for its Indian
operations. After the acquisition of Corus the extent of captive raw
material for the combined entity stands at around 22%. Having a
reasonable level of raw material security is imperative for long term
sustainability especially during downturns. Tata Steel, in line with
its strategy, is continuously exploring various raw material
opportunities across the globe. Further, the increase in global steel
demand mainly driven by China and other Asian countries has pushed the
global steel prices upward sharply, which led to an increase of price
of iron ore, coal, coke, scrap, etc. The initiatives of the Tata Steel
Group to maintain cost competitiveness in the global arena, as well as
to increase its raw material security are as under
1. Coal Project, Carborough Downs: Tata Steel took strategic interest
of 5% in coal mining project in Australia, in partnership with AMCI,
Nippon Steel, JFE and POSCO in September 2005 with 20% offtake rights.
The Joint Venture was formed for development of Greenfield underground
coal project in Bowen Basin, Queensland.The first raw coal production
started from August 2006. The total capital investment would be
estimated around USD 401 million.
2. Coal Project, Mozambique: In November 2007, the Company entered
into a Joint Venture Agreement with Riversdale Mining Limited for 35%
stake in two coal tenements - Benga andTete in Mozambique.The Company
has also secured a right for 40% share of the coking coal. The coking
coal derived from this project would be supplied to the Tata Steel
Groups facilities in Europe, Asia and elsewhere.
3. Iron Ore Project, Ivory Coast: In December 2007, Tata Steel entered
into JV with Sodemi for 85% stake for development of Mount Nimba Iron
Ore deposit in Ivory Coast. The initial phase would involve exploration
and detailed feasibility assessment followed by construction of the
mines and benefication facilities. Iron ore from this project will be
supplied to Corus facilities in Europe. The JV company in the name of
Tata Steel Cote d Ivoire S. A has been formed.
4. Limestone Project, Oman: About 40% to 50% of the present
requirement of limestone of Tata Steel is being sourced from indigenous
sources and the balance is being imported. The Company has been
continuously evaluating options to own limestone mines for its captive
use. In January 2008, Tata Steel acquired 70% stake in Al Rima! Mining
LLC, an existing company of Al Bahja Group of Oman. The JV will
undertake mining of limestone in Uyun in Salalah.
5. Coal Projects, SAIL: In January 2008, Tata Steel entered into 50:50
joint venture with SAIL for development of coal blocks to meet their
captive coal requirements. The Joint Venture would acquire and develop
coal blocks.
Safety
The Tata Steel Management is committed to ensure safety of its
employees, plant and community at all its operation sites. With the
help of DuPont Safety Resources, safety consultants, a Safety
Management System has been established. Communication, involvement,
motivation, skill development, training and health have been identified
as the key drivers for safe working environment. Tata Steel has
established a Safety Culture by inculcating safe behavior among its
employees. Theme based monthly campaigns built on the analysis of past
serious incidents had made the management and workmen aware and revisit
their work places to eliminate many hazards.
As part of social commitments for community safety at large, safety
knowledge was imparted to the school children with the help of M/s.
Humbert Ebner India Pvt. Ltd. The Company also started implementing
Process Safety & Risk Management system for high hazard operations, a
first of its kind in any Indian steel plant. As part of Centenary
Safety Celebrations, the Company initiated safety awareness amongst the
associate companies and other industries through sharing its experience
and knowledge. These initiatives have resulted in reducing the injuries
and lost time significantly.
Environment
As a socially conscious corporate, Tata Steel has always carried
forward all its operations and procedures following environment
friendly norms with all necessary clearances. Tata Steels Vision 2012
is - We aspire to be the global steel industry benchmark for Value
Creation and Corporate Citizenship. With a focus on the environment,
the Company has set a target to reduce C0 emissions to 1.5 t/tls
compared to the current 1.8 t/tls.
Directors
Mr. Andrew Robb and Dr. T. Mukherjee were appointed additional
Directors on the Board of the Company with effect from 22nd November,
2007.
Mr. Andrew Robb is the director on the Board of Tata Steel UK Limited
since January 2008. Prior to January 2008 he was a Non Executive
Director of Corus Group Ltd. since August 2003 and Chairman of its
Audit Committee.
Dr. T. Mukherjee retired as the Deputy Managing Director of the Company
on 31st October, 2007, on reaching the age of 65 years. He joined the
Company in 1971 and held various posts since then,
The Directors believe that the appointment of the above mentioned
directors on the Board of the Company will bring in a rich and varied
experience that will enable it to manage the business of the size and
complexity of the Company.
Mr. A.N. Singh, Deputy Managing Director (Corporate Services), on
taking charge as Managing Trustee of Sir Dorabjee Tata Trust and other
associated Trusts from 1st October, 2007, stepped down from the Board
effective 30th September, 2007. The Board records its appreciation of
the contribution made by Mr. Singh during his tenure with the Company.
In accordance with the provisions of the Companies Act, 1956, and the
Companys Articles of Association, Mr. S.M. Palia, Mr. Suresh Krishna,
Mr. Ishaat Hussain and Dr. J.J. Irani, retire by rotation and are
eligible for re-appointment.
Energy, Technology and Foreign Exchange Details of energy conservation
and research and development activities undertaken by the Company along
with the information in accordance with the provisions of Section
217(1)(e)of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, are given in AnnexureA to the DirectorsReport.
Particulars of Employees
Information in accordance with the provisions of Section 217 (2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, as amended, regarding employees is given in
AnnexureB to the DirectorsReport.
Corporate Governance
Pursuant to Clause 49 of the Listing Agreements with the Stock
Exchanges, a Management Discussion and Analysis, Corporate Governance
Report, Managing Directors and AuditorsCertificate regarding
compliance of conditions of Corporate Governance are made a part of the
Annual Report. A note on the Companys corporate sustainability
initiatives is also included.
Directors Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the representations received from the Operating
Management, confirm that -
1. in the preparation of the annual accounts, the applicable accounting
standards have been followed and that there are no material departures;
2. they have, in the selection of the Accounting Policies, consulted
the Statutory Auditors and have applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for that period;
3. 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 Companies Act, 1956,
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
4. they have prepared the annual accounts on a going concern basis.
On behalf of the Board of Directors
RATAN N.TATA
Mumbai, 26th June, 2008 Chairman
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