The Directors are pleased to present their forty-eighth annual report
 and the audited financial accounts for the year ended March 31, 2011.
 
 1.0 Financial Results                             (Rupees in lakhs)
 
                                      Stand alone         Consolidated
 
                                             Previous           Previous
 
                                               Year                Year
 
 Net Sales & Services 
 / Income 
 from Operations              72,358.02   64,994.95  111,355.70 86,591.86
 
 Other income                    870.28      365.31    1,254.42  1,237.10
 
 Total income                 73,228.30   65,360.26  112,610.12 87,828.96 
 
 Expenditure:
 
 a) (Increase)/Decrease in 
 Inventories and Contracts 
 in progress                    (479.46) (1,616.29)  (2,102.25) (1,399.99)
 
 b) (i) Consumption of raw 
 materials & Components        40,042.63  36,131.61   68,467.52  50,844.79 
 
 (ii) Payment to sub-
 contractors                   18,030.83  10,129.79   18,371.00  10,338.55
 
 c) Employee Costs              4,573.79   4,308.51    8,302.18   6,914.10
 
 d) Operations administration 
 and selling expenses           9,287.54   7,740.11   16,324.73  11,808.19
 
 e) Total Expenditure 
 (a to d)                      71,455.33  56,693.73  109,363.18  78,505.64
 Profit before interest, 
 depreciation,
 exceptional/extraordinary 
 items and tax                  1,772.97   8,666.53    3,246.94   9,323.32
 
 Interest                       1,246.50     972.82    1,755.21   1,250.76 
 
 Profit before depreciation,
 exceptional/extraordinary 
 items and tax                    526.47   7,693.71    1,491.73  8,072.56
 
 Depreciation                     385.62     319.50      849.17    611.60
 
 Profit/(Loss) before 
 exceptional/extraordinary 
 items and tax                    140.85   7,374.21      642.56  7,460.96
 
 Amount transferred to 
 Capital Account                     -          -       (69.30)  (107.01) 
 Profit
 before exceptional/ 
 extraordinary items and after
 amount transferred to 
 Capital Account                  140.85   7,374.21      711.86  7,567.97
 Exceptional/Extraordinary 
 items [gain/(loss)]:
 
 Prior period items                  -     (239.91)          -   (181.20)
 
 Profit / (Loss) before tax       140.85   7,134.30      711.86  7,386.77
 
 Provision for Taxation for 
 the year                            -     2,575.00      489.71  2,661.38
 
 Provision for Deferred 
 Tax liability                     57.60   (158.57)       33.13  (151.47)
 
 Provision for Fringe 
 Benefit Tax                         -         -              -      - 
 
 Profit/(Loss) after tax           83.25   4,717.87      189.02  4,876.86
 
 Less: Minority Interest             -         -         162.09    204.80
 
 Profit after minority 
 interest                          83.25   4,717.87       26.93  4,672.06
 
 Add: amount brought forward 
 from previous year             1,557.49   1,802.03      763.60  1,055.19
 
 Disposable Profit              1,640.74   6,519.90      790.53  5,727.25
 
 Appropriations:
 
 (a) Proposed Dividend            220.09     825.33      220.09    825.33
 
 (b) Tax on Dividend               35.70     137.08       35.70    138.32
 
 (c) General Reserve                6.50   4,000.00        6.50  4,000.00 
 
 Balance carried forward        1,378.45   1,557.49      528.24    763.60
 
 
                                1,640.74   6,519.90      790.53  5,727.25
 
 (figures for previous year have been regrouped wherever necessary)
 
 2.0 Dividend
 
 The Directors recommend payment of dividend of 20 % for the year ended
 March 31, 2011 (Previous year: 75%), if approved by the shareholders at
 the ensuing Annual General Meeting.
 
 3.0 Issue of Commercial Papers
 
 During the financial year your Company has issued Commercial Papers
 worth Rs.10,500 lakhs. As on March 31, 2011 all Commercial Papers have
 been matured and repaid.
 
 4.0 Credit Rating
 
 During the financial year your Company has revalidated its credit
 rating for Short Term Debt including Commercial Papers, by CARE. CARE
 has assigned PR1+ rating for an amount of Rs. 9,000 lakhs. This
 rating is the highest given to any Indian company, in our field of
 business.
 
 5.0 Operations
 
 5.1 During the year your Company has expanded its Works capacity and a
 new fabrication yard is under construction and nearing completion. Your
 Company has also started two new business divisions, viz. (i) Balance
 of Plant (BOP) and (ii) Operation & Maintenance Services (O&MS).
 
 (i) Balance of Plant (BOP) : With an objective to exploit the business
 opportunities and to increase the market share in thermal power sector,
 a separate Balance of Plant division was established to carry on BOP
 business.
 
 The main initiatives taken during the year was vendor development,
 selection of consortium partners, market survey and analysis, building
 database for future power projects, initiate extensive customer contact
 programme and build customer relationship etc.
 
 (ii) Operation & Maintenance Services (O&MS) : This division is started
 with a view to create a new revenue stream for TRF and to generate
 demand for spares.  Currently, this division is under discussions with
 perspective customers.
 
 5.2 During the financial year 2010-11 performance of your Company was
 as follows:
 
 Total income at Rs. 112,610.12 lakhs, (Previous Year Rs. 87,828.96
 lakhs);
 
 Turnover at Rs. 111,355.70 lakhs, (Previous Year Rs. 86,591.86
 lakhs);
 
 Profit before tax at Rs. 711.86 lakhs, (Previous Year Rs. 7,386.77
 lakhs);
 
 Profit after tax at Rs. 189.02 lakhs, (Previous Year Rs. 4,876.86
 lakhs);
 
 Earning Per Share as on March 31, 2011 was Rs. 0.24 (Previous Year
 as on March 31, 2010 was Rs.42.46 );
 
 All time high production of Rs.  24,910 lakhs, (Previous Year Rs.
 20,000 lakhs).
 
 5.3 The order book position at the end of the year was reasonable.
 
 5.4 During the financial year 2010-11 following major projects were in
 progress:
 
 a) Coal Handling Plant for 3 x 500 MW Power Plant at Indira Gandhi
 Super Thermal Power Plant, Aravali;
 
 b) Iron Ore Crushing & Conveying Plant at NMDC, Bailadilla;
 
 c) Coal Handling Equipment supply to Tata Projects Limited for Balance
 of Plant MAHAGENCO, Bhusawal;
 
 d) Coal Handling Plant for 2 x 600 MW Power Plant for DVC,
 Raghunathpur;
 
 e) Coal Handling Plant for 2 x 500MW Power Plant at Mauda Super Thermal
 Power Project;
 
 f) Coal Handling Plant for 2 x 660MW Power Plant at Barh Super Thermal
 Power Project Stage-II;
 
 g) Coal Handling Plant for 2 x 500MW Power Plant at Vindhyachal Super
 Thermal Power Project Stage-IV;
 
 h) Coal Handling Plant for JSPL, Angul;
 
 i) Tata Steel Raw Material Handling System for 3 million Tonnes
 expansion.
 
 5.5 Reasons for inadequate profits : The financial mis-statements were
 noticed in a particular division for earlier years. This was done by a
 group of officers who were discharged from the Company and the Company
 has initiated necessary legal proceedings against them. A new team, who
 had taken charge of the division had reviewed the cost of the projects
 under execution and corrected the same where ever necessary.
 Consequently, the Company had to book losses in the division bringing
 down the overall profits of the Company.
 
 In addition, profitability of the project business was lower in the
 current year as compared to earlier years because of lower margin in
 the projects under execution.
 
 6.0 Subsidiaries Performance
 
 6.1 YORK Group
 
 During the year, most economies in the Asia-Pacific region as well as
 Africa performed well riding on mining, infrastructure and
 manufacturing sectors growth. Yorks market share has improved
 significantly in India, Indonesia, South Africa and Thailand.  During
 the year York commenced direct sales in China and are supplying its
 products to trailer builders who export trailers to Australia,
 Middle-East and Africa.
 
 During the year Yorks R&D team has developed and introduced several
 new products for special applications. York introduced ABS axle and air
 suspension in petroleum, oil & gas segment where safe transportation is
 the prime consideration. Improved braking and having vibration free
 chassis (eliminating the need for frequent suspension welding due to
 failures) would contribute greatly for safe transportation in the
 sector.
 
 In India, in addition to its current manufacturing facility at
 Jamshedpur, York has set up a larger plant at Pune, which will
 eventually have an installed capacity of 100,000 axles /annum. York is
 also setting up an R&D department at its new facility at Pune. This
 facility was commissioned in May 2011. York India customer base is also
 fast expanding and now stands at 104 at the end of March 2011 as
 compared to 54 in the beginning of the year.
 
 York India sales has increased substantially and it has acquired 22%
 market share in the fast growing trailers segment. York is now the
 preferred brand for trailer axles and suspensions for many reputed
 large fleets and transporters.
 
 
 6.2 Adithya Automotive Applications
 
 Adithya Automotive Applications Private Limited (AAA) started in-house
 commercial operations during the year.  On October 7, 2010 the
 state-of-the-art plant at Lucknow was inaugurated by Dr. Jamshed J.
 Irani, Director Tata Sons and Chairman TRF Ltd. It started with
 manufacturing, assembly and mounting of 14 Cu M tipper bucket on Tata
 LPK 2518 chassis. It has already added a variant of 10 Cu M bucket to
 be mounted on Tata LPK 1618.
 
 During the year AAA supplied approx 1300 tipper buckets of different
 cubic capacities and has reached a level of 75% capacity utilization in
 the last quarter of the year.
 
 6.3 DLT Group
 
 During the year the sales in terms of number of units sold and revenue
 has increased in both local and export markets. Export sales increase
 has come through higher sales in Port as well as Road segments in the
 Middle East, Africa and South Asia regions. Continued good demand and
 our ability to compete with new products enabled us to maintain
 leadership in the local market.
 
 Noteworthy new products developed during the year include Special 25
 meter long trailer for carrying the Wind Mill blades, Tip Trailers and
 Coil Carriers.
 
 Dutch Lanka Engineering Private Limited, a 100% subsidiary of DLT in
 Sri Lanka engaged in repairs, maintenance and service business of
 trailers in Sri Lanka, has improved its performance significantly.
 
 The demand of trailers in Indian market has also been upbeat and our JV
 Company Tata-DLT was able to maintain its highest market share position
 in the Indian market.
 
 6.4 Hewitt Robins International Ltd (HRIL)
 
 On April 15, 2010, your Company has acquired 100% equity shares of
 Hewitt Robins International Ltd (HRIL) of United Kingdom. HRIL has a
 proven history of over 90 years in bulk material handling and
 processing and has a wide range of vibrating screens and crushing
 equipments for the Mining, Aggregate and Steel Industries. After
 acquisition an integration program has been implemented and a
 significant growth plan actioned. HRIL technology was absorbed in India
 and TRF has made good progress in establishing Hewitt Robins brand in
 Indian market. HRIL also displayed mobile crusher in Bauma exhibition
 in Mumbai and has received good response.
 
 A list of the Companys subsidiaries is given in page No. 86 of this
 Report.
 
 Your Company undertakes that the annual accounts of its subsidiary
 companies and the related detailed information shall be made available
 to the shareholders of the holding and subsidiary companies seeking
 such information at any point of time.  This is to further inform that
 annual accounts of the subsidiary companies are kept at the registered
 office of the Company and of the subsidiary companies concerned, for
 inspection by any shareholder.  Shareholder desirous to inspect the
 subsidiary companies accounts may make a request to the Company at its
 registered office.
 
 7.0 Exports
 
 During the year, your Company earned foreign exchange worth Rs.
 46,171.92 lakhs through exports, including deemed exports of Rs.
 45,276.10 lakhs, as against previous years earnings through exports
 (including deemed exports) of Rs. 32,657.97 lakhs.
 
 8.0 Audit Report
 
 The Statutory Auditors Report on Annual Accounts for the financial year
 2010-11 doesnt contain any qualification, which warrants comments from
 the Board of Directors.
 
 During the financial year 2010-11, the Company has paid Rs. 87.33 lakhs
 as Managerial Remuneration to the Managing Director, which has exceeded
 the limit calculated under Schedule XIII to the Companies Act, 1956, by
 Rs. 39.33 Lakhs, vide note 19 to the accounts.  The Company is in
 process of filing the application to the Central Government seeking its
 approval for the said remuneration paid over the limit and also
 approval of the shareholders at the forthcoming Annual General Meeting.
 
 9.0 Management Discussions and Analysis
 
 Management Discussions and Analysis Report is set out as a separate
 Annexure to this Report.
 
 10.0 Fixed Deposits
 
 As in the previous year, your Company has not accepted/ renewed any
 fixed deposits during the year. All deposits have matured and have been
 repaid when claimed by the depositors together with interest accrued
 upto the date of maturity. All unclaimed deposits along with interest
 accrued upto the date of maturity have been deposited as and when they
 became due, with the Investors Education and Protection Fund (IEPF).
 
 11.0 Business Excellence & Quality
 
 11.1 Business Excellence :
 
 Your company is a signatory to the Tata Brand Equity and Business
 Promotion (BEBP) Agreement with Tata Sons Ltd.  The agreement entails
 complying with the Tata Group Policies, Tata Code of Conduct (TCOC),
 and conducting business as per the Tata Business Excellence Model
 (TBEM). During the year, your company scored 524 points (out of a
 maximum of 1000 points) in the TBEM assessment and is committed to
 further improvements.
 
 Numerous actions have been taken to further improve business processes
 and compliance to the TCOC:
 
 Greater thrust on increasing awareness of TCOC - Several awareness
 sessions, films, etc. were organized across the organization. Employees
 were encouraged to undertake online TCOC training-cum-test;
 
 Large number of improvement projects have been completed by Quality
 Circles and Cross-Functional Teams;
 
 New initiatives related to employee communication were initiated;
 
 Tea Time with MD - a small group two way communication sessions with
 the Managing Director and officers;
 
 MD@SITE - a teleconference meeting with all employees working at
 various project sites;
 
 A large rain water harvesting project was commissioned in the TRF
 township;
 
 Implementation of TOC-CCPM (Theory of Constraints - Critical Chain
 Project Management) at the BMHE Division was initiated. This initiative
 is already in place in the BMHS and P&YE divisions.
 
 11.2 Quality
 
 Recertification of ISO 9001-2008 version is being obtained by the Bulk
 Material Handling Division of your Company as and when due.
 
 12.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 :
 
 12.1 in the preparation of the annual accounts, the applicable
 accounting standards have been followed and that there are no material
 departures;
 
 12.2 they have, in the selection of the accounting policies, consulted
 the Statutory Auditors and have applied them consistently and made
 judgements and estimates that are reasonable and prudent so as to give
 a true and fair view of the state of affairs of your Company at the end
 of the financial year and of the profit / loss of your Company for the
 relevant period;
 
 12.3 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 your Company and for preventing and
 detecting fraud and other irregularities;
 
 12.4 they have prepared the annual accounts on a going concern basis.
 
 13.0 Affirmative Action & Corporate Sustainability Initiatives
 
 Your Company carried out numerous Corporate Social Responsibility
 programmes based on prevailing social, economic and environmental needs
 of the target community, with the objective of improving their quality
 of life. The target community comprises those residing in the bustee
 near TRF Nagar, your Companys residential colony and in the vicinity
 of the Company premises. In order to make the Corporate Social
 Responsibility and Affirmative Action Programme meaningful and
 sustainable, your company undertakes activities after establishing
 their need on the basis of dialogues with the stakeholders and field
 surveys. Your company over a period of time has been able to develop a
 unique model of the social responsibility programmes for the
 implementation at beneficiaries level. The programmes are implemented
 with the help of voluntary support given by its employees and their
 spouses. The spouses have volunteered to undertake the implementation
 of the social responsibility under the umbrella of TRF Ladies
 Association. This Association is a registered body and serves the
 purpose of working as the executing arm of Company for its community
 outreach process.
 
 Further, in pursuit of its commitment to follow the Code for
 Affirmative Action, your Company implemented corporate social
 responsibility initiatives with the aim of uplifting the socio-
 economic status of the members of the SC/ST section of the identified
 community.
 
 Your Company, with the help of TRF Ladies Association, took the
 initiative in the area of climate change by setting up a rain water
 harvesting facility in TRF Nagar and in Companys Works premises, with
 an objective to prevent the wastage of water resources and raise the
 water table in the adjoining areas. This initiative has enabled your
 Company to make available potable water for employees for daily use in
 the Company premises and for the community living in the immediate
 vicinity of TRF Nagar. Water harvested in TRF Nagar is shared with the
 communities residing in adjacent bustees.
 
 In addition to the above, your Company also installed solar water
 heating system in its Works Premises at Jamshedpur. It introduced the
 usage of CFL in TRF Nagar and tapped natural lighting for illumination
 of its shopfloor.
 
 Your Company took note that most of the dwellings in bustee, where
 its target community resides, did not have power connection in their
 residence and hence distributed solar lanterns to them. This initiative
 has enabled the recipients of the lanterns utilize their time more
 meaningfully and facilitate their children to study after sunset. In
 line with the Companys code for Affirmative Action most of the chosen
 beneficiaries were from the SC/ ST community.
 
 In the area of education and literacy, your Company has supported the
 Valley View School (+2 CBSE) and which in turn has enabled it to cater
 to nearly 1400 children. Due to the support given by the Company the
 school has grown in size and stature and students passing from the
 school are viewed as well educated and disciplined citizens in the
 society. Your Company continued to provide basic literacy to 53
 children most of them are from SC/ST community residing in the vicinity
 through the Akshar literacy school. Support to three visually
 impaired children was provided by TRF by sponsoring their education and
 skill training at National Association for the Blind, Jamshedpur. In
 addition to providing basic education, the school provided uniforms,
 stationery and a nutritious mid-day meals to the children. Health check
 up as and when required and medicines are given to the students. The
 Company plans to impart computer training to them to enable them to
 take up vocations and identify some more visually impaired students for
 similar training programme.
 
 In pursuit of an elaborate health care programme that your Company has
 been conducting over the years, the scope and size of activities in
 this area was further widened and strengthened. It participated in the
 National Pulse polio programme under which 177 children were immunized
 and 150 cataract patients benefited by Inter Ocular Implants organized
 by it.  Further, it conducted preventive health check- up for 170
 school children and treated 410 patients from the nearby area in the
 free-health clinic run by it in TRF Nagar. The employees and associates
 of the Company voluntarily donated 257 units of blood in the blood
 donation camps organized in the Company premises.
 
 In the area of employability, your Company conducted training programme
 to impart training in trades like fitter, welder, electrician,
 machinist, etc. During the period under review, 58 youths were made
 employable under this scheme. The Company provided internship to a
 number of engineering and management students with the aim of the
 providing them work experience which would enhance their employment
 prospects. The Company provided vocational training to 23 women
 residing in the neighbourhood with the help of TRF Ladies Association
 at their Astitva –a womens centre.  It trained and enabled the women
 through its short term courses on skills like stitching, embroidery,
 tailoring etc, enabling them to supplement their family income. The
 vocational training was given to them with the aim of preparing them to
 earn livelihood and thus empower them to contribute to the socio-
 economic mainstream.
 
 14.0 Environment
 
 Although, the operations of your Company at Jamshedpur, and at its
 construction sites, are basically non-polluting in nature, adequate
 precautions are taken to comply with all regulatory requirements in
 this regard at all locations and construction sites. In addition to
 ensuring compliance with the legal norms, your Company continues its
 efforts towards urban beautification and tree plantation. As required
 by the Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988, the relevant particulars are given in the
 annexure to this report.
 
 15.0 Corporate Governance
 
 As you are aware, your Company has consistently endeavoured to promote
 and adopt good corporate governance practices over the years. During
 the year the corporate governance practices were further aligned with
 the requirements of Corporate Governance as prescribed by Securities
 and Exchange Board of India (SEBI). Pursuant to Clause 49 of the
 Listing Agreement, a report on Corporate Governance and Auditors
 Certificate in this regard has been annexed to this report.
 
 16.Dematerialization of Securities
 
 As the members are aware, your Company has made arrangements to
 dematerialize its securities and has been offering securities in
 dematerialized form pursuant to the Depositories Act, 1996 through
 National Securities Depository Ltd. (NSDL) and Central Depository
 Services (India) Ltd. (CDSL). All the applications received for
 dematerialization have been acted upon and 89.39 % of Companys Share
 Capital stood in dematerialized form as on March 31, 2011.
 
 17.Industrial Relations
 
 The Directors would like to place on record their sincere appreciation
 to the Tata-Robins- Fraser Labour Union and the employees for their
 continued co-operation in maintaining harmonious industrial relations,
 production and productivity and in the implementation of various
 initiatives to reduce internal costs and improvements in operational
 efficiencies.
 
 18. Directors
 
 18.1 Dr. Jamshed J. Irani, Director, retires by rotation at the next
 Annual General Meeting in accordance with provisions of the Companies
 Act, 1956 and has expressed his unwillingness for re-appointment.
 
 18.2 Mr. Subodh K. Bhargava, Director, retires by rotation at the next
 Annual General Meeting in accordance with the provisions of the
 Companies Act, 1956 and is eligible for re-appointment.
 
 18.3 Mr. Ram Prit Singh, Director, retires by rotation at the next
 Annual General Meeting in accordance with the provisions of the
 Companies Act, 1956 and is eligible for re-appointment.
 
 19. Particulars of Employees
 
 A statement giving information about employees of your Company pursuant
 to Section 217(2A) of the Companies Act, 1956 read with the Companies
 (Particulars of Employees) Rules, 1975, would be made available to the
 shareholders on request.
 
 20. Additional Information
 
 Additional information required to be disclosed in terms of
 Notification No. GSR 1029 dated December 31, 1988 issued by the
 Department of Company Affairs is given in the Annexure to this report.
 
 21. Auditors
 
 The existing Auditors, M/s Deloitte Haskins & Sells (DHS), Kolkata,
 Chartered Accountants, retire at the next Annual General Meeting and
 being eligible, offer themselves for re- appointment. Your Company has
 received a certificate from the Auditors to the effect that their
 appointment, if made, would be within the limits of Section 224(1B) of
 the Companies Act, 1956. Members are requested to appoint Auditors for
 the financial year 2011-12 at the Annual General Meeting and to
 authorize the Board of Directors to fix their remuneration as mutually
 agreed upon between the Board and the Auditors.
 
 22. Acknowledgement
 
 Directors place on record their deep appreciation for the continued
 support received during the year from the shareholders, customers,
 suppliers and associates, banks, financial institutions, collaborators,
 the Workers Union, other authorities and the employees of your
 Company.
 
                                  On behalf of the Board of Directors
 
 Kolkata,                                        Dr. Jamshed J. Irani
 
 May 12th, 2011                                              Chairman