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Tata Steel Long Products Directors Report, Tata Steel Long Reports by Directors
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Tata Steel Long Products

BSE: 513010|NSE: TATASTLLP|ISIN: INE674A01014|SECTOR: Steel - Sponge Iron
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Directors Report Year End : Mar '19    Mar 18

Dear Members,

The Directors take pleasure in presenting the Integrated Report and Annual Accounts of the Company for the financial year ended March 31, 2019.

FINANCIAL RESULTS

Standalone

Consolidated

Particulars

FY 2018-19 FY 2017-18

FY 2018-19

FY 2017-18

(Rs. lakhs)

(Rs. lakhs)

(Rs. lakhs)

(Rs. lakhs)

(i) Sales and other income

1,04,972

85,966

1,04,978

85,971

(ii) Profit before interest, depreciation and taxes

20,237

22,574

20,242

22,576

Less: Interest

302

325

302

325

Profit /(loss) before depreciation and taxes

19,935

22,249

19,940

22,251

(iii) Less: Depreciation and amortisation expenses

1,158

1,230

1,158

1,230

(iv) Profit Before Taxes

18,777

21,018

18,782

21,021

(v) Tax Expense

6,343

6,933

6,343

6,933

(vi) Profit after tax

12,433

14,086

12,439

14,088

OPERATIONS Sponge Iron

During the year (FY’19) the kilns made a record production of 4,36,045 MT (at 112 % of designed capacity) which is higher by 5% as compared to 4,17,094 MT of DRI production during the previous year (FY’18). During the year, all three kilns could surpass their previous records and achieve the best ever performance level. The daily average production rate during the year was 1,323 MT/day.

The sale of sponge iron was 4,37,331 MT which is higher by 6% as against the sale of 4,13,506 MT during previous year. The product dispatch through containerised rakes improved further to meet the customer requirement and contain cost.

Power

During the year, the total generation of power was 199.78 MKWH as compared to 199.24 MKWH during the previous year which is an increase of 0.27 % and export was 143.47 MKWH as compared to 143.63 MKWH during FY’18 which has decreased by 0.11 %.

MARKET

During FY’19 it was anticipated that steel industry would grow at 9% and similar growth was also anticipated in domestic steel consumption of bars & rods. Steel and cement industry had sustained growth trajectory because of growth in infrastructure and construction sector with a boosted Gross Value Added (“GVA”) growth rate of 9.2% in comparison to last year. Manufacturing industrial production index during April, 2018 - January, 2019 was 4.4%.

Demand of long product remained subdued in later part of the financial year due to crisis in Non-Banking Financial Company (“NBFC”) and real estate sector, inventory of unsold properties has increased resulting in drop of new launches. This has resulted in poor offtake of Thermo Mechanical Treatment (“TMT”) bars.

It is anticipated that the markets are going to recover in FY’20, as Government spend on infrastructure and construction sectors will continue to increase.

UPDATE ON RADHIKAPUR COAL BLOCK

In the month of November 2012, Ministry of Coal (“MoC”) issued notices to the Company for invocation of bank guarantee of Rs.3,250 lakhs submitted towards performance of conditions for allocation of coal block against which the Company had filed a writ petition in the Hon’ble High Court of Delhi, which directed the Company to keep the bank guarantee valid till November 30, 2015 by which date the MoC was directed to take decision. Meanwhile, the bank guarantee expired and had not been renewed, since no communication had been received from MoC. Subsequently, MoC issued a notice dated December 28, 2015, stating that the bank guarantee be invoked and the aforesaid amount be deposited. Consequent to MoC’s notice, the Company has moved to the Hon’ble High Court of Delhi, where the matter is pending adjudication. The Company has been advised and has obtained a legal opinion that as the original allocation has been declared illegal and cancelled by the Hon’ble Supreme Court, the bank guarantee pertaining to such allocation (which is non-est and void ab initio) shall consequently be deemed to be invalid and void ab initio. Pending finalisation of the matter, the amount continues to be disclosed as a contingent liability.

During pendency of the aforesaid matters in Hon’ble High Court of Delhi, the Hon’ble Supreme Court of India vide its order dated September 24, 2014 had cancelled allocation of 214 coal blocks including the Radhikapur (East) Coal Block which was allotted to the Company on February 07, 2006. The amount incurred on the Radhikapur (East) Coal Block upto March 31, 2019 aggregates to Rs.18,040.96 lakhs (March 31, 2018: Rs.18,040.96 lakhs).

Pursuant to the judgment of Hon’ble Supreme Court of India, the Government of India had promulgated Coal Mines (Special Provision) Rules, 2014 (“Rules”) for allocation of the coal mines through auction and matters related thereto. In terms of the said Rules, the successful bidder will be called upon to pay to the prior allocattee the expenses incurred by the prior allocattee towards land and mine infrastructure. Pursuant to the judgement dated March 09, 2017 of the Hon’ble High Court of Delhi in W.P (c) 973/2015, the directives of MoC vide its letter dated February 01, 2018 and as per the details prescribed by the Nominated Authority, the Company has furnished the required statement of expenses and other details in the prescribed format on February 22, 2018. Relying on the legal position and legal opinion obtained by the Company, in respect of the recoverability of the amount, no provision is considered necessary.

DIVIDEND

The Board of Directors’ of the Company has recommended a dividend of Rs.12.50 per share (i.e. 125 %) on 1,54,00,000 equity shares of Rs.10 each for the financial year ended March 31, 2019, subject to the approval of the shareholders at the ensuing Annual General Meeting. The total outgo on account of dividend (ex-taxes) will be Rs.1,925/lakhs, resulting in a payout of 15.48 % of the profit after tax of the Company.

The Register of Members and Share Transfer Books of the Company will be closed from Monday, July 08, 2019 to Monday, July 15, 2019 (both days inclusive) for the purpose of Annual General Meeting and dividend for the financial year 2018-19.

TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to the general reserve.

CHANGES IN SHARE CAPITAL

Authorised Share Capital

During the year, your Company has increased its authorised share capital from 2,500 lakhs to 2,07,500 lakhs comprising of Equity Share Capital of Rs.7,500 lakhs and Preference Share Capital of Rs.2,00,000 lakhs.

Other than stated above, there was no change in the share capital of the Company during the financial year.

CREDIT RATING

Your Company enjoys a sound reputation for its prudent financial management and its ability to meet financial obligations. The details of Credit Rating forms part of the Corporate Governance Report.

INTEGRATED REPORT

Your Company has transitioned from compliance based reporting to governance based reporting and adopted the framework developed by the International Integrated Reporting Council.

In continuation with our efforts towards enhancing stakeholder value, we are happy to present to you our first Integrated Report which endeavours to articulate the measures undertaken by the Company.

SUBSIDIARY COMPANY

Your Company has a wholly owned Subsidiary i.e. “TSIL Energy Limited” There is no associate or joint venture company as defined under the Companies Act, 2013.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of TSIL Energy Limited in Form AOC-1 is annexed as an Annexure A.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with the relevant documents and separate audited accounts of TSIL Energy Limited are available on the website of the Company at www.tatasponge.com.

INTERNAL PROCESS & FINANCIAL CONTROL

Improvement in the business processes and systems across all functions is a continuous process, in line with the Tata Business Excellence Model that the Company has adopted. The Company continues to maintain Integrated Management System (IMS) comprising of Quality Management System (ISO: 9001), Environment Management System (ISO: 14001) and Occupational Health, Safety & Accountability Management System (ISO: 18001).

The Company has an internal control system commensurate with the size, scale and complexity of its operations. The scope of authority of the Internal Audit function is defined in the Internal Audit Charter. The Company’s internal controls are tested for adequacy and effectiveness by the Internal Auditor and Statutory Auditors of the Company on a regular basis.

LISTING FEES

The Annual Listing Fee for the year 2019-20 has been paid to the Stock Exchanges where the Company’s shares are listed.

CORPORATE SUSTAINABILITY

Our commitment to sustainability is anchored firmly in Tata group’s ethos and values, which have been revitalised with a concerted focus on the customer success, trust, passion, change and performance. The balance between economic success, environmental protection and social responsibility has been an integral part of our corporate culture for years now.

At Tata Sponge, sustainability also means creating distinct values for all its stakeholders— customers, shareholders, employees, suppliers and community in a balanced manner. This is apparent from the high perceptional scores given by the stakeholders, year-on-year, in the feedback surveys conducted by the Company. Over the years, the Company has effectively focused on the key sustainability drivers and aspires to enhance them in future.

The concept of inclusive growth through Affirmative Action (AA) had been adopted by the Company in the past. Further efforts have been made by the Company during the year to strengthen the actions.

CORPORATE SOCIAL RESPONSIBILITY (‘CSR’)

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure B of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on the website of the Company at www.tatasponge.com. During the year, the Company has spent Rs.236.25 lakhs on CSR activities.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil mechanism by way of internal reviews and a third party helpline, escalating system of ethical concerns etc.

The Company also has a “Whistle Blower Policy’; which is available on the website of the Company, namely www.tatasponge.com.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACES

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

Further, the Company has Internal Complaint Committees for various locations of the Company in compliance with the above mentioned Act and Rules. During the financial year 2018-19, no complaint was received by the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, particulars regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are annexed to this report as Annexure C.

SAFETY & ENVIRONMENT

The Company is committed at providing a safe and healthy working environment and achieving an injury and illness free work place.

In recognition of Company’s best practices in Safety, Health and Environment, the Company emerged as a winner at the “Cll-best practices in health, safety and Environment” and got the prestigious “Kalinga Safety Award” for its contribution towards achieving and maintaining the best safety standards and practices. The Company has also received “5-star rating” from State Pollution Control Board for achieving and maintaining the best pollution control standards.

Over the years, the Company has been setting benchmarks in its industry vertical in achieving 100% compliance and getting all the clearances e.g. Consent to Establish and Consent to Operate for enhancement in production from 4,25,000 TPA to 4,65,000 TPA, producing power from waste heat in its twin captive power plants, keeping emissions well under prescribed norms and becoming a zero - effluent discharge Company.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as an Annexure D(i).

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the report as an Annexure D(ii).

CORPORATE GOVERNANCE

Your Company believes that facilitation of effective, entrepreneurial and prudent management helps in delivering long term success of the Company. The fundamental objective of corporate governance in Tata Sponge is to boost and maximise shareholder value and protect the interest of other stakeholders.

In terms of Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance, together with certificate from the Company’s Secretarial Auditors, forms part of this Report.

BOARD MEETINGS/ BOARD COMMITTEE MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. During the year ten (10) meetings of Board and five (5) Audit Committee meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All recommendations made by the Audit Committee were accepted by the Board during the financial year 2018-19. The details of other Board Committee meetings held during the year are given in the Corporate Governance Report, which forms part of this Annual Report.

BOARD EVALUATION

The Nomination and Remuneration Committee and the Board of Directors of the Company had laid down the process and criteria for annual performance evaluation of the Board, its Committees and individual Directors. The Board of Directors have carried out an evaluation of its own performance, its Committees and that of its individual Directors in compliance with the provisions of the Act and Listing Regulations.

The evaluation process covered aspects such as Board structure and composition, frequency of Board Meetings, participate in the long term strategic planning, contribution to and monitoring of corporate governance practices and the fulfilment of Directors’ obligation and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

The Board at its meeting reviewed the performance of the Board as a whole, its Committees and individual Directors, taking into account feedback of the Nomination and Remuneration Committee and the Independent Directors which included the evaluation of the Chairman and Non-Independent Directors of the Company.

INDEPENDENT DIRECTORS’ MEETING:

During the year under review, the Independent Directors met on March 30, 2019, inter alia, to:

a) Review the performance of Non-Independent Directors and the Board of Directors as a whole;

b) Review the performance of the Chairman of the Company, taking into account the views of the Executive and Non- Executive Directors.

c) Assess the quality, content and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at this meeting.

The observations made by the Independent Directors have been adopted and put into force.

INDEPENDENT DIRECTORS’ DECLARATION

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

APPOINTMENT AND REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

Your Company has a well-defined policy for appointment of Directors, Key Managerial Personnel (KMP) and Senior Management including their remuneration. The Nomination and Remuneration Committee (NRC) functions in consultation with the Board and follows the guidelines of this policy in letter and spirit while selecting candidate(s) for appointment of Director(s) and/ or KMP(s). The NRC recommends to the Board suitable candidates, based on their qualifications, positive attributes and experiences for Board Membership. The Company’s policy on Directors, Key Managerial Personnel and Senior Management Employees and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the website of the Company www.tatasponge.com.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of the familiarisation programmes for Independent Directors are provided in the Corporate Governance Report, annexed herewith, and the policy as adopted by the Company can be accessed at www.tatasponge.com.

BOARD DIVERSITY

The Company recognises and embraces the importance of a diverse Board in its success. The Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage.

DIRECTOR(S)

During the year under review, the following changes took place in the Board of Directors of the Company:

Inductions

The Board of Directors of your Company, based on the recommendation of Nomination and Remuneration Committee (“NRC”), approved the following appointments on the Board of the Company:

1. Appointment of Mr. T.V. Narendran (DIN: 03083605), as an Additional (Non-Executive, Non-Independent) Director w.e.f., January 12, 2019. The Board also appointed Mr. T. V. Narendran as Chairman of the Company w.e.f., January 12, 2019.

2. Appointment of Mr. Koushik Chatterjee (DIN: 00004989), as an Additional (Non-Executive, Non-Independent) Director of the Company w.e.f., January 12, 2019.

3. Appointment of Dr. Sougata Ray (DIN: 00134136), as an Additional (Non-Executive, Independent) Director of the Company w.e.f., January 12, 2019.

4. Appointment of Mr. Bimlendra Jha (DIN: 02170280), as an Additional (Non-Executive, Non-Independent) Director of the Company w.e.f., January 12, 2019.

5. Appointment of Mr. Ashish Anupam (DIN: 08384201) as an Additional (Non-Executive, Non-Independent) Director w.e.f. March 14, 2019.

The resolution for confirming the above appointment(s), except Mr. Bimlendra Jha (DIN: 02170280) who stepped down from the Board w.e.f. February 07, 2019, forms part of the Notice convening the Annual General Meeting (‘AGM’) scheduled to be held on July 15, 2019.

The profile and particulars of experience, attributes and skills that qualify the above Directors for the Board membership are disclosed in the Notice convening the AGM to be held on July 15, 2019.

Re-Appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Mrs. Meena Lall (DIN: 05133322) (Non-Executive Non-Independent Director), retires by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers herself for re-appointment.

The profile and particulars of experience, attributes and skills that qualify Mrs. Meena Lall (DIN: 05133322) for the Board membership are disclosed in the Notice convening the AGM to be held on July 15, 2019.

Cessations

During the year, Mr. Krishnava Dutt (DIN: 02792753), Independent Director, stepped down from the Board of the Company with effect from October 11, 2018, owing to his other personal commitments. There were no other material reasons for Mr. Dutt’s resignation, other than the reason stated.

Mr. A.M. Misra (DIN: 01477289), stepped down as Chairman and Director of the Company w.e.f. January 12, 2019, owing to his other engagements.

Mr. R. Ranganath (DIN: 06725337), stepped down as Director of the Company w.e.f., January 12, 2019, owing to his other engagements.

Mr. Bimlendra Jha (DIN: 02170280), Additional (Non-Executive, Non-Independent) Director of the Company, stepped down from the Board w.e.f. February 07, 2019, owing to his other engagements.

The Board places on record its appreciation for their invaluable contribution and guidance.

KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel of the Company:

1. Mr. Sanjay Kumar Pattnaik - Managing Director

2. Mr. S. K. Mishra - Chief Financial Officer

3. Mr. Sanjay Kasture - Chief Risk & Compliance Officer and Company Secretary

During the year, there was no change in the key managerial personnel of the company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors and external consultant(s) including audit of internal financial controls over financial reporting by the statutory auditors, reviews performed by the management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2018-19.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability, confirm that:

(i) in the preparation of annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) the directors have selected such accounting policies and 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 the company at the end of the financial year 2018-19 and of the profit of the company for that period;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concern basis;

(v) the directors had laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively; and

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

GOVERNANCE GUIDELINES

The Company’s governance guidelines on Board effectiveness cover aspects relating to composition and role of the Board, Chairman and Directors, Board diversity, term of Directors, retirement age and committees of the Board. The guidelines also cover key aspects relating to nomination, appointment, induction and development of Directors, Directors remuneration, oversight on subsidiary performances, code of conduct, Board effectiveness reviews and various mandates of Board Committees.

AUDIT COMMITTEE

The Audit Committee is duly constituted as per the provisions of the Companies Act, 2013, applicable Rules framed thereunder read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The primary objective of the Committee is monitoring and supervising the Management’s financial reporting process to ensure accurate and timely disclosures with highest levels of transparency, integrity and quality of financial reporting. During the financial year, there has been no instance where the Board has not accepted any recommendation of the Committee.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, purchase of Iron ore from Tata Steel Limited, promoter of the Company, constitutes majority of the transactions entered with related parties. The transactions, being material, were approved by the shareholders during the year. All the transactions with related parties were on an arm’s length basis and were in the ordinary course of business.

All related party transactions are placed before the Audit Committee and the Board for approval.

The particulars of material contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, is given in prescribed Form AOC - 2 attached herewith as Annexure E.

The policy on Related Party Transactions as approved by the Board is displayed on the website of the Company at www.tatasponge.com. Members’ attention is also drawn on Notes to Financial Statements which sets out details of related party transactions.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report.

AUDITORS (a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, Messrs. Price Waterhouse & Co Chartered Accountants LLP (Firm Registration Number: 304026E/E-300009), were appointed as statutory auditors from the conclusion of the Thirty-fourth Annual General Meeting (AGM) held on August 04, 2017 till the conclusion of the Thirty-ninth AGM of the Company in 2022, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 07, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

There is no Audit qualification for the year under review.

(b) Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 (‘the Act’) read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are made and maintained by the Company as required under Section 148 (1) of the Act. The Board of Directors, on the recommendation of Audit Committee, has appointed Messrs. Shome & Banerjee, Cost Accountants, (Firm Registration Number: 000001) as Cost Auditor to audit the cost records of the Company for the financial year 2019-20. As required under the Companies Act, 2013, a resolution seeking member’s approval for the ratification of remuneration payable to the Cost Auditor forms part of the Notice convening the ensuing Annual General Meeting of the Company.

(c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration) Rules, 2014, the Company has appointed Messrs. S. M. Gupta & Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year 2019-20. During the year, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The Secretarial Audit Report for the financial year 2018-19 is annexed herewith as Annexure F.

COMMENTS ON STATUTORY AUDITORS’ REPORT/ SECRETARIAL AUDIT REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made either by the Statutory Auditors or by the Secretarial Auditors in their report for the year under review.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT 9 as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is enclosed as Annexure G and can be accessed in ‘Investors’ section of the Company’s website ‘www.tatasponge.com’.

DISCLOSURES WITH RESPECT TO EMPLOYEES STOCK OPTION SCHEME

The Company does not have any Employees Stock Option Scheme.

RISK MANAGEMENT

The Company has a Risk Management framework in place to identify, assess, monitor and mitigate various risks to the business. This framework seeks to minimise adverse impact on the business objectives and enhance the Company’s competitive advantage.

The framework also defines the risk management approach across the enterprise at various levels. Risk Management forms an integral part of the Company’s planning process.

Risk Management Committee of the Board reviews the process of risk management. The details of the Committee and its terms of reference are set out in the Corporate Governance Report which forms part of the Board’s Report. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of loans, guarantees or investments are given in the notes to financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY BODIES/ COURTS

During the financial year under review, no significant or material orders were passed by the Regulatory/ Statutory Authorities or the Courts which would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Acquisition of Steel business undertaking of Usha Martin Limited

The Board of Directors of the Company at their meeting held on October 24, 2018 had approved the acquisition of steel business undertaking of Usha Martin Limited through slump sale on a going concern basis.

Further, the Company, on April 09, 2019, completed the acquisition of steel business undertaking including captive power plants pursuant to a cash consideration (after adjustment for negative working capital and debt like items) payable to Usha Martin Limited of Rs.4,09,400 lakhs, subject to further hold backs of Rs.64,000 lakhs, pending transfer of some of the assets including mines and certain land parcels.

AWARDS

During the year under the review, the following awards were received by the Company:

(i) Kalinga Safety Award;

(ii) Industry Leader Recognition to Tata Sponge in TBEM;

(iii) IIM National Quality Award;

(iv) CII SHE Award;

(v) CMO Asia’s 8th Best CSR Practices Award;

(vi) TBExG Recognition for Affirmative Action;

(vii) CII Productivity Award.

DEPOSITS

During the year under review, the Company has not accepted any “Deposits’; as defined under the Companies Act, 2013.

INDUSTRIAL RELATIONS

During the year under review, industrial relations remained harmonious and cordial.

ACKNOWLEDGEMENT

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

Cautionary Statement: Statement in the Directors’ Report and Management Discussion & Analysis Report describing the Company’s expectations may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may vary materially from those expressed in the statement. Important factors that could influence the Company’s operation include global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their costs, changes in government policies and tax laws, economic development of the country and such other factors which are material to the business of the Company. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements on the basis of any subsequent developments, information or events.

On behalf of the Board of Directors

T.V. Narendran

Mumbai Chairman

April 18, 2019 (DIN: 03083605)

Source : Dion Global Solutions Limited
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