INTEGRATED REPORT & ANNUAL ACCOUNTS 2020- 21

Growing Responsibly Towards a Sustainable Tomorrow Growing Responsibly Integrated Report 01-44 Towards a Sustainable Tomorrow About Tata Metaliks 02 Corporate Profile 04 Business Model Sustainability is a core business philosophy and an enabler to 06 Operating Environment Pg 12 Pg 20 create long-term value. Innovate and Excel is one of the Stakeholder engagement and materiality 6 strategic pillars and a key business priority. In order to grow 08 Stakeholder Engagement sustainably, we strive to leverage technology and creativity of 10 Materiality our people. For us, challenges are opportunities to innovate, Performance in turn acting as stepping stones in our journey of ‘Reaching 12 Chairman’s Message Tomorrow First’. 14 Responding to COVID-19 Pg 28 Pg 32 16 Performance Indicators As a step forward, our products and effectively. We regularly engage with our Strategy About the report Materiality processes are designed to progressively 18 Strategic review The report aims to provide a fair, balanced and stakeholders to integrate their insights 20 Innovate and Excel The Integrated Report & Annual Accounts overall assessment of Tata Metaliks’ business reduce our carbon footprint through the into our strategies for value creation. 24 Cost Leadership 2020-21 is Tata Metaliks’ primary communication model, strategy, performance and prospects in adoption of best-in-class technologies. We have the scale, expertise, and 26 Supplier of Choice to shareholders and other stakeholders. The relation to material, financial, economic, social, We have embarked on a digitalisation 28 Robust People Practices: HR report reflects our integrated thinking and environmental and governance aspects. commitment to grow sustainably, being 32 Responsible Corporate approach to value creation. It provides a journey which is helping us emerge equally responsive to the expectations Citizenship holistic view of our strategy, governance and Assurance efficient, profitable, and use resources and concerns of all our stakeholders. 36 Corporate Social Responsibility performance, and how they work together to Assurance on financial statements has been 38 Focus on downstream/ create value for our stakeholders, in line with provided by independent auditors Price value add United Nations Sustainable Development Goals Waterhouse & Co. Chartered Accountants LLP (UN SDGs). and on non-financial statements by Bureau Governance Veritas (BV) as per AA1000 standard. The Standards and frameworks certificate issued by BV is available on our 40 Corporate Governance The financial and statutory data presented in website at https://www.tatametaliks.com/ A snapshot of our performance, FY 2020-21 42 Risk Management this Report is in line with the requirements of the static-files/pdf/annual-report/Assurance- 44 Awards and Recognition Companies Act, 2013 (including the Rules made Certificate-TML-IR-20-21.pdf thereunder), Indian Accounting Standards, the Statutory Reports Securities and Exchange Board of India (Listing Management responsibility Obligations and Disclosure Requirements) To optimise governance oversight, risk `1,917 crore `397 crore `307 crore 45-97 Regulations, 2015, and the Secretarial Standards management and controls, the contents of this Revenue from operations EBITDA PBT 45 Corporate Information issued by The Institute of Company Secretaries report have been reviewed by the Managing of India. The Report is prepared in accordance 46 Board’s Report Director and various Senior Executives of the with the Integrated Reporting framework of 56 Annexures to the Board’s Report Company. the International Integrated Reporting Council (IIRC) and discloses performance against Key Forward-looking statements lakh Financial Statements Performance Indicators relevant to Tata Metaliks, Certain statements in the Report are 0.09 `422 24,000+ aligned to applicable reporting requirements. forward-looking. These include statements Net Debt/ Equity Ratio Contribution to CSR CSR outreach 98-154 other than historical facts, including those Scope and boundary on financial position, business strategy, 98 Independent Auditor’s Report The report provides an overview of the management plans and objectives for future 106 Balance Sheet Company’s performance for FY 2020-21. It covers operations. Such statements include words 3 107 Statement of Profit and Loss Tata Metaliks’ manufacturing operations at such as ‘believes’, ‘expects’, ‘may’, ‘will’, ‘plans’, 7.5 % 2,450 m 98% 108 Statement of Changes in Equity Village Maheshpur, PO: Samraipur, Gokulpur, ‘outlook’ etc. regarding future operational/ GHG intensity reduction in Water recycled per day Materials recycled back 109 Cash Flow Statement Kharagpur, Paschim Midnapur 721301, West financial performance. These are based on Hot Metal production (y-o-y) into process 110 Notes to the Financial Bengal and Corporate Office at Tata Centre, reasonable assumptions/ data/ that may be Statements 10th Floor, 43, J. L. Nehru Road, Kolkata 700071. incorrect/ imprecise and, not intended to be a The report also covers the Company’s sales guarantee of future. Actual results could differ 155 Notice and marketing activities, value chain-related materially due to various factors. We neither initiatives and other community initiatives. assume any obligation nor intend to update/ Comparative figures for the previous years have revise any forward-looking statements, as a been incorporated, wherever relevant. result of new information/ future events or otherwise. INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

Corporate Profile Products We set industry benchmarks, serving our customers with quality and innovative products. We Evolving through transformation have a portfolio of branded pre-calibrated products with an option for modification as per customer requirement.

Tata Metaliks Limited (TML) is a subsidiary of Tata Steel. We are among India’s leading producers of superior quality Pig Iron (PI) and Ductile Iron Pipe (DIP), with best-in-class operational parameters Certifications and serving customers worldwide. Manufacturing capacity In line with our vision of ‘Reaching Tomorrow First’, we entered the niche segment of DIP, working steadfastly Product Pig Iron (PI) Ductile Iron Pipe (DIP) towards forward integration and augmenting value-added growth. We remain committed to provide our 14 primary grades of PI, along with option 5.5 m standard length pipes of 80-800 mm 6 LTPA customers quality products from our state-of-the art and strategically located unit in Kharagpur, West of customised products as per user need for diameter belonging to K class and C class Hot metal Bengal. Fostering a customer-centric approach and technical efficiency across all our operations, we have different types of casting applications with BIS, ISO, BS EN and WRAS certifications maintained our position as a supplier of choice in our chosen product segments. 2.55 LTPA Brand Ductile Iron Pipe

‘e’ Energy efficient ‘Duct’ Ductile Iron Market share ‘Fe’ Iron ‘Ura’ Ventura, which means happiness ‘e’ Environment-friendly and contentment Vision Values ~20% Reaching Unity USP The branded pig iron, preferred by India’s preferred brand across multiple Pig Iron Pioneering foundries for its energy efficiency and industries due to technological superiority, We will invest in our people and Tomorrow First We will be bold and agile, consistent chemical composition leak resistance, easy fitment, absolute check partners, enable continuous courageously taking on over dimensions and strict quality control % challenges, using deep learning, and build caring and ~12 customer insight to develop collaborative relationships based Ductile Iron Pipe innovative solutions. on trust and mutual respect. Domestic One of the top three brands the country Pan-India presence footprint with a dominant position in Eastern, Presence Integrity Responsibility Western and Northern India Our manufacturing units’ We will be fair, honest, We will integrate environmental strategic location gives us a Mission transparent and ethical in and social principles in our unique advantage in terms our conduct; everything we businesses, ensuring that what Downstream For different types of casting across Our DI Pipes have diverse applications in of proximity to raw material industries such as: transporting water such as: Tata Metaliks strives to become do must stand the test of comes from the people goes usage sources and fast growing a sustainable organisation public scrutiny. back to the people many times markets in East and North India. through significant contribution over. to India’s foundry, water and PI: sanitation sectors by optimum Excellence Automotive Agriculture Power Transmission and Transportation of We will be passionate about distribution sewage utilisation of men, material achieving the highest of potable water and wastewater and assets, responsible use of standards of quality, always energy and water resource, promoting meritocracy. being guided by its values.

Railways Aluminium Sanitary Irrigation Industrial usage in smelters castings power plants DI:

Financial 52% 60% 48% 40% impact of Revenue of Sales of Revenue of Sales Volume Volume

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Business Model Our dynamic and agile business model withstood the challenges of a difficult year. Platform for a future-ready business It keeps us future-ready, enabling us to learn from and adapt to our internal and external environment.

Inputs Key business activities and processes Output Financial capital Financial capital • Turnover: `1,917 crore • Net Worth: `1,300 crore • EBITDA: `397 crore • Net debt: `118 crore • PAT: `220 crore Raw material sourcing • Return on Net Worth: 20% • Dividend: `4 per equity share Iron ore Coal/coke Flux Manufactured capital • Market capitalisation: `2,571 crore (as on March 31, 2021) • HM capacity: 6.00 LTPA • DIP capacity: 2.55 LTPA • Captive power generation Manufactured capital capacity (CPP 1, 2, 3): 16.76MW • HM production: 4.66 LT • PI production: 2.83 LT • DIP production: 1.87 LT Intellectual capital Hot metal • Captive power generated: 1,24,474 MWh • Capex on digitalisation/ automation: `3.62 crore • % of employees on improvement projects: 89% Intellectual capital Sinter making Hot metal production • No. of improvement projects: 102 • No of kaizens: 383 Coke making Captive power generation Human capital • Savings from improvement projects: `102 crore • Employees on roll: 1,263 • Investment in employee training and development: `53 lakh Human capital • Safety training person hours: 24,656 • Fatalities: 0 • Safety visits: 7,289 nos. • LTIFR: 0 • Employee training hours: 29,410 • Training effectiveness: 4.60 (on 5) Ductile Iron Pipe (DIP) Pig Iron (PI) • Health index: 14 (on 16) • Diversity %women in workforce (permanent): 2.51% Natural capital • %AA in workforce: 13% Melting Annealing Pig casting • Energy intensity • Employee engagement score: 4.08/5 • PI: 17.78 GJ/THM, DIP: 2.28 GJ/TFP Centrifugal • Water consumption/day: 3,157 m3 Finishing Natural capital • Inbound raw material casting • Water recycled/ day: 2,450 m3/ day • Iron ore: 268 Kt • Materials recycled back into process: 98% • Coal: 53 Kt • Carbon emission intensity: • Coke: 217 Kt • PI: 1.87 t CO e/t of Hot Metal • Flux: 40 Kt 2 • DIP: 0.63 t CO e/t of DI Pipe • Capex on environment: `7.76 crore 2 Social and relationship capital Social and relationship capital • Vendor satisfaction score: 6.32 (on 7) • Supplier base: 1,402 Sales and distribution • CSI: PI 95.4, DI 93.5 • Technical services provided: 46 • CSR outreach: 24,000+ • Customer service processes: 7 Marketing and engagement Dispatch and delivery • COVID support: `1. 50 crore (budget committed) • CSR spend: `422.40 lakh • EV Hours: 4,289

LTPA: Lakh tonnes per annum, GJ/THM: Giga joules per tonne of hot metal, GJ/TFP: Giga joules per tonne of finished pipe CSI: Customer Satisfaction Index, AA: Affirmative action, VSAT: Vendor Satisfaction Survey, CSR: Corporate Social Responsibility, EV: Employee Volunteering

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Operating Environment Adapting to changing winds

The global business ONGOING COVID CRISIS AND DIGITAL FORCING A INDIA’S RENEWED FOCUS ON LOW DEMAND OF PI FROM REGULATORY COMPLIANCE environment is rapidly ITS EMERGING DIMENSIONS PARADIGM SHIFT IN STEEL WATER INFRASTRUCTURE FOUNDRIES FOR EMISSION CONTROL evolving. The onset AND METAL INDUSTRY of the pandemic has Description Description Description Description Description accelerated digitalisation During 2020, the pandemic wreaked A revolution has occured across almost all Under the UN SDGs, water has been India is a large producer of Pig Iron (PI). With climate change as one of the havoc on almost every business, and the industry sectors due to the rapid adoption recognised as a critical issue, and member With the Government launching the most pressing issues of our times, India and a growing focus on global economy experienced one of the of advanced digital technologies such as nations around the world are committed ‘Aatmanirbhar Bharat Abhiyan’ to make pledged through its Intended Nationally environmental, social and worst crises ever in history. However, a Artificial Intelligence. The pandemic has universal and equitable access to safe and India self-sufficient, expansion in the Determined Contribution (INDC), to significant recovery was evident towards accelerated this trend like never before cheap drinking water for all by 2030. The industrial sector will keep PI demand reduce the intensity of its greenhouse governance measures the second half of the year, aided by and companies are leveraging digital for Indian Government has taken up the cause at acceptable levels. However, the gas (GHG) emissions by 33-35% by for businesses has been Government policies and hopes triggered improving manufacturing and people of water infrastructure and made it the foundry industry may continue to face 2030 compared to the 2005 levels. by the vaccine drive. The International processes as well as for delivering a superior focus of social and economic development a challenging operating environment in However, due to the economic impact observed globally. We Monetary Fund forecasts that the global customer experience. through the Jal Jeevan Mission. the short-term due to rise in input costs, of COVID-19, India’s emission forecasts are closely monitoring economy is likely to grow by 6% in 2021. labour shortages etc. in 2030 are 9-12% lower than earlier ICRA expects India’s GDP growth to be projections in 2019. the evolving realities 8.5% in FY 2021-22, and possibly higher if and adapting to the new the vaccination programme is accelerated. normal with agility to stay relevant and competitive Opportunities or potential risks Opportunities or potential risks Opportunities or potential risks Opportunities or potential risks Opportunities or potential risks in the market. In 2021, global steel demand is predicted Lack of a coherent digital strategy can derail The Indian Government in its Union budget The foundry industry is likely to get support While India has taken appropriate steps to to rebound strongly in both developed progress. There is a need for equal focus on for 2021-22, allocated `50,000 crore for from favourable policy initiatives, such as decarbonise its carbon-intensive economy, and developing economies. Steel demand building a digital first culture, in addition to the Jal Jeevan Mission. The allocation for Atmanirbhar Bharat. Policy initiatives in several recent policy measures targeted in emerging economies is expected implementing digital solutions. the Department of Water Resources has the area of EVs may have a big impact on at stimulating the economy are expected to recover faster than in developed increased by more than threefold. It offers castings demand for automotive which is a to result in higher carbon emissions. economies. However, the rate of significant opportunities for manufacturers major consumer of PI. Substantial efforts have been made to

recovery will depend on the emerging of pipes (especially DIP), valves, pumping reduce CO2 emissions throughout industrial uncertainties of the pandemic and the systems, and other auxiliary businesses. sectors, and clean energy resources can be pace of the vaccination roll-out. produced through technical innovation, research, green job creation, clean energy production, the adoption of e-mobility, and acceptance of coal-phase-out regulations.

Our response Our response Our response Our response Our response The pandemic-induced restrictions We are implementing digital technologies We are certain that our business’ long-term We manufacture around 5.5 lakh tonnes Even though the Government of India heavily affected the manufacturing in our critical processes, as part of our growth drivers remain intact because we of hot metal per year, of which over 2 lakh has not mandated any target for emission and service sector. In response, we strategic focus on ‘Innovate and Excel’ operate in a sector that is critical to India’s tonnes are converted to DIP and the rest control, we have taken several steps proactively managed our business with strong focus on Digital Culture socio-economic progress. In keeping into PI. With this, we will continue to take towards controlling emissions by adopting operation by enabling AI-based and Capability building. Our digital with our strategic priority of ‘Focus on advantage of the PI industry’s prospects recycling, energy efficient interventions, solutions for social distancing and transformation initiative emphasises three Downstream/Value-add,’ we are steadily by maintaining a solid market share utilising byproducts, setting up a 1MWp followed stringent protocols inside primary themes: Real-time Data Analytics, expanding our DIP business. and earning a premium for our superior solar plant, and deploying Electric Vehicles the plant. Moreover, we have helped Smart Machines, and Business on Mobile. offerings as the demand revives after the (EVs) inside the plant. underprivileged communities near our pandemic-induced uncertainties. plants through our CSR initiatives and voluntary contribution from employees.

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Stakeholder Engagement Fostering sustainable partnerships

Effective stakeholder communication forms an integral part of our strategy. Over the decades, we have built strong relations with our stakeholders on the basis of mutual trust and respect. We continuously engage with them through multiple channels to understand their concerns and aspirations and focus on addressing them.

Customers Employees Investors Community Suppliers/ partners Government

Significance to our business Significance to our business Significance to our business Significance to our business Significance to our business Significance to our business Our customers purchase our products and The skills, experience, and productivity Our investors and shareholders provide the Stakeholder expectations regarding local Our suppliers impact our ability to provide Besides ensuring compliance, we try to services, providing the basis for revenue of our employees drive the development financial capital for the business’ long-term issues like skill development, as well as quality products and services. To ensure a fulfil our responsibility as a good corporate growth. In a world increasingly concerned and execution of our strategy. The work growth. Enabling their full understanding global ones like climate change, are on healthy and sustainable supply chain, we citizen through our interactions with the with sustainability, responsible production environment is evolving fast and we want to of the strategy, as well as the operational the rise. This makes engagement with our share knowledge and expertise with our government and by offering inputs for the methods and highly ethical business attract and retain strong and diverse talent, and financial performance of the Company communities both to maintain our licence to partners and find ways of using resources development of regulations and policies standards, we want our customers to have who can take up the opportunities and helps us build trust and achieve fair value of operate and to safeguard our reputation as efficiently as possible, reducing costs for that impact our business total confidence in their choice. Their inputs challenges we face our shares the Company and feedback help us develop better value offerings that suit their evolving needs

Expectations and aspirations Expectations and aspirations Expectations and aspirations Expectations and aspirations Expectations and aspirations Expectations and aspirations

Establish parameters on quality, timely Safety, ethics, health, environment, Value creation and sustainable Positive impact on education, essential Establishing Service Level Agreements Meeting statutory and regulatory norms delivery, technical service and relationship productivity, quality, and customer focus business amenities, employability, entrepreneurship, (SLAs), quality, delivery, participation in and employment improvement projects and future direction

Key developments Key developments Key developments Key developments Key developments Key developments • Timely redressal of queries/complaints • Process Safety Risk Management • Demonstration of ethical and • Impact assessment and diagnostic • Participation in joint improvement • Plant visits • Technical service and knowledge (PSRM) governance practices, transparent and studies initiatives including product • Advocacy platforms sharing • Contractor Safety Management adequate disclosure • Focused initiatives on education and development • Training programmes on environment • Channel restructuring • Strengthening Reward & Recognition • Increased market capitalisation essential amenities through 300 Schools • Extension of SA8000 requirement to and other regulatory norms • Structured customer engagement plan (R&R) process Project vendors • Government collaboration for • Improving customer experience with • Digital capability building • Comprehensive air quality study • De-risking of critical supplies through effective COVID-19 response Customer Relationship Management • Focused approach towards targeted • Water Sustainability Project to become new vendor development (CRM) platform employee segments water positive by FY 2024-25 • Using data analytics in sales and pricing • Extending support during the pandemic

Engagement mechanism Engagement mechanism Engagement mechanism Engagement mechanism Engagement mechanism Engagement mechanism • Customer meets and plant visits • R&R functions • Annual General Meetings (AGMs) • Employee volunteerism • Vendor/Supplier meets • Structured stakeholder • Online webinars and training sessions • Reverse mentoring • Investor meets/Analyst • Collaboration with Tata Strive and • Engagement calendar with key suppliers engagement plan • Tata eFee trials at customer sites to • Talent development and succession conference calls various NGOs • Structured supplier visits for evaluation demonstrate energy efficiency planning • Disclosures – Enhanced financial • SA8000 certification and feedback • Technical Support • Digital mindset activation workshop and Environment, Social and • Periodic cultural meets Governance (ESG) performance

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Materiality

Insights that aid value creation Critical material issues Our critical material issues are being highlighted for our stakeholders. Our actions towards all material issues including ‘very high’ and Our continuous and effective communication with stakeholders helps us gain fresh ‘high’ ones are provided in the sections on each of our six strategic business pillars. perspective on existing material topics which strengthens our organisational strategy.

We revisited the materiality assessment conducted in FY 2018-19 to review the material topics in light of the current scenario. We re-assessed the material issues, risks, SAFETY DIGITALISATION AND INCREASED STAKEHOLDER AUTOMATION ENGAGEMENT opportunities and the potential concerns to facilitate the decision-making process. The safety and well-being of our people is paramount in order to Our focused 5-year digital strategy Increased stakeholder engagement achieve a ‘zero harm’ workplace. We roadmap covers the key themes of has become an imperative in times of have in place a robust set of safety Real-time Data Analytics, Smart unprecedented challenges. Key material issues for FY 2020-21 strategies as well as an effective Machines and Business on Mobile, for We continuously engage and safety infrastructure based on digital culture and capability building collaborate with our business partners ISO 45001 standards. We lay across the organisation. We pioneered through various channels, including the use of robots in plant operations to 5 1 emphasis on safety trainings, mass post-supply feedback, plant visits campaigns, the popularising of smoothen human-machine interface and various other interventions. For and improve productivity in the DIP 2 safety procedures and implementing our communities, we focus need- industry. 6 a robust R&R framework together based initiatives as per the CSR focus 3 with safety Kaizens, as well as areas. The stakeholder engagement 7 4 consequence management. framework is detailed separately in this 8 report. 9 10 11 12

13 14 Critical 15 16 PRODUCT STEWARDSHIP CUSTOMER FOCUS EMERGENCY PREPAREDNESS

High Very High We are cognisant of the potential Our customer-focused processes are built Keeping in mind the ongoing situation, impact of our operations and around customers’ needs. We believe that it is necessary to devise a plan for products. We are strengthening our putting customers at the core of activities emergency preparedness. We have product stewardship by optimising places us in a better position to build in place several initiatives around our resource utilisation and waste relationships, help customers achieve indigenous supplier base development, management. We have adopted their goals, and increase customer alternate vendor development and state-of-the-art technologies, satisfaction. Our robust processes to be conformance to required regulations for Economic Environment Social Governance techniques and processes to minimise the ‘Supplier of Choice’ in our chosen seamless operations. our environmental footprint. segments helps us partner our customers 1 Digitalisation and  6 Air and GHG emissions 9 Safety 14 Governance mechanism in the growth journey. automation 10 Increased stakeholder 2 Customer focus 7 Water conservation 15 Compliance engagement 11 Harmonious industrial 3 Product stewardship 8 Waste management  16 Increased ESG disclosures relations 12 Employee welfare and 4 Emergency preparedness  engagement

5 Market presence 13 Diversity

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Chairman’s Message Growth through value addition

The health and safety of our workforce The Company is navigating this challenging environment remains a priority for the Company. through strong fiscal discipline, focus on operational During the period of highest uncertainty between the end of March 2020 to May 12, excellence and customer centricity. Our strategy of growth 2020, the operations were suspended. A in the value-added Ductile Iron Pipe segment has yielded comprehensive plan to prevent the spread of infection with regular testing, isolation positive returns with the Government’s added thrust on and treatment was implemented which improving the water infrastructure in the country. helped the Company to continue its business operations throughout the year smoothly. In line with its commitment towards the community, your Company apart from financial contribution to the State’s Disaster Maintenance. The Company also its capacity, after a brief halt due to the Management Authority, along with commissioned a coke plant expansion pandemic contributions from its employees provided project and a 15 MW captive power • Innovate and Excel: Your Company is COVID relief for the vulnerable in nearby plant; the share of captive coke is building a Digital culture implementing communities. The Company is continuing to now 75-80%, particularly important several projects across ‘Smart machines’, support the Local Government and private during this period of significant price ‘Real-time data & analytics’ and ‘Business hospitals in strengthening their healthcare premium. With the Ductile Iron Pipes on mobile’. facilities. plant continuing to perform well, your Company has achieved the position of Although the overall demand and price During the year, the Company also Koushik Chatterjee one of the lowest cost producers in both conditions are strong, the overall business developed a long-term decarbonisation Chairman its businesses. environment continues to be uncertain strategy as part of its efforts towards long- given the threat of additional waves of term sustainability and be carbon neutral • Supplier of Choice: Your Company the pandemic. The Company continues to by 2050. has focussed on restructuring its navigate these challenges through a focus on Dear Shareholders, FY 2020-21 was an unprecedented year ever Profit before tax of ~` 307 crore (52% distribution channel and implementing Your Company was recognised as the financial discipline, operational excellence, with the pandemic causing lockdowns, and increase y-o-y) compared to ~ ` 202 crore a CRM platform to enhance customer ‘Industry Leader’ in the Tata Business I hope this letter finds you customer centricity and a thrust towards disrupting business globally. During the year, in FY20. Your Company was able to realise experience, increase customer intimacy Excellence Model assessment process, digitalisation. The Company’s strategy of safe and in good health. India’s economy contracted by 7.7%. But an EBITDA margin of 21% and a Return and improve service levels. joining an elite club of a handful of Tata growth in the value-added Ductile Iron Pipe this does not tell the whole story because on Capital Employed of 19%, despite the companies with the highest operating • Robust People Practices: Your segment continues to yield positive returns a massive contraction in Q1FY21 was challenges and loss of production and sales standards. Company has increased its focus on with the Government’s increased thrust on It gives me immense pleasure succeeded by progressive improvement to in Q1. skill building and talent retention improving the water infrastructure in the I would like to take this opportunity to thank relatively normalised conditions by Q4. The to present to you the 4th The Board is pleased to recommend a through Learning & Development and country especially through its flagship JJM all our shareholders for their continued steel industry in particular is riding a cyclical dividend of ` 4/- per equity share for Employee engagement, by leveraging (Jal Jeevan Mission) project. support and confidence in the Company Integrated Report and Annual upsurge in prices from H2 FY21 aided by a FY 2020-21. digital tools. The Company recorded a and the Management. I also express my strong demand recovery in China and rising During the year under review, the Board Accounts of your Company positive movement by 14 percentile in its sincere gratitude to the Government, our input prices especially iron ore. In the past year, the Company has of your Company approved a scheme of Employee Engagement scores. customers, suppliers and partners for their for the financial year ended undertaken several strategic initiatives in line amalgamation of your Company into and The dispatches of DI pipes for the industry in trust and support to the Company. I am also with its six business priorities, which have • Responsible Corporate Citizenship: with Tata Steel Long Products Limited (TSLP). March 31, 2021. general and particularly for your Company thankful to the Unions for their constructive started yielding results: The Company has launched the ‘TML 300 The amalgamation will bring together value- got impacted in H1 FY21 due to closure engagement and strong relationship, schools project’, the objective of which is added long products under a single entity, of project sites and Government Offices. • Cost Leadership: Improvement in the employees, the management to provide quality school education to all present a single face to customers across Although it recorded an inevitable financial Blast Furnace performance with the team, my colleagues on the Board and children in the age bracket of 4-14 years complementary products, capture upstream loss in Q1, the Company showed resilience lowest ever fuel rates and highest ever other stakeholders for their significant in target villages to ensure a child labour synergies, facilitate sharing of resources recovering to a profitable position in Q2. pulverised coal injection and oxygen contributions to the Company during free zone. and knowledge, and reduce costs, thereby Q3 and Q4 witnessed excellent financial enrichment, led to significant reduction FY 2020-21. maximising value for the shareholders. The results, on the back of the significant in hot metal production cost. This has • Focus on Downstream/ Value-add: applications to the stock exchanges have Warm regards, improvement in market conditions and been achieved through a systematic The Company resumed its Ductile Iron been made and are being pursued for an strong operational performance. Your performance improvement programme Pipe project implementation to double Koushik Chatterjee early approval. Company ended the year with its highest in the areas of both Operations & Chairman

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Responding to COVID-19 Additionally, a strategy was developed Community-focused efforts for industrial hygiene during and after A special COVID-19 CSR initiative was the lockdown through screening and initiated for nearby communities. monitoring, disinfection and sanitisation, `1.50 crore Extending support to our stakeholders A COVID-19 CSR team worked tirelessly social distancing, containment plan, and Budget Allocation for COVID-19 to serve the affected communities in the prevention and awareness. Relief nearby villages around the plant while We remained focused to ensure extensive making sure their basic needs were met. COVID testing of all employees working in During the pandemic, direct help to the With society and business the plant at regular intervals and also on poorest of the poor (including stranded impacted by the disruptions the basis of contact tracing SOP. Several travellers and migrant labourers) was processes like third party inspection of provided by the Company in consultation As on March 31, 2021 caused by the pandemic, finished products, technical services to with the local district administration. we took proactive measures customers etc. were done virtually as far as possible to avoid visit of external persons to to extend support to the plant. our stakeholders while 354 (Employees: 201; effectively managing our contract labour: 153) business. We facilitated Total positive cases work-from-home a week Extending care before the nationwide We provided special leave of up to 17 days (as per ICMR guidelines) for employees infected with COVID-19 or those recommended (Employees: 22; lockdown to safeguard home quarantine after contact tracing at the work place. In case 31 our employees. We further any employee is diagnosed/shows symptoms of COVID-19, he/she is contract labour: 9) implemented necessary provided with all support in getting medical assistance or in arranging Total hospitalised cases protocols and undertook the necessary logistics. measures to go beyond the guidelines and 1 Employee Deceased ensure safety. Employee focused measures normal, we came out with a broadband At the cusp of digital transformation, policy to provide additional allowance for we seamlessly transitioned to the new availing broadband internet connection by normal of a digital workplace. All review employees. meetings were held on Microsoft Teams 10,031 or Webex system. Informal meetings Our Senior Leaders also took the extra mile (Employees: 2,408; were also conducted by senior leaders to for COVID-19 infected colleagues, a practice sustain employee engagement in the new which is nurtured and part of our open work contract labour: 7,623) A cross-functional COVID Task Force was initiated for the workforce through various supervisors during lockdown. An Artificial normal. Team meetings were regularly culture and cherished by employees. To Total tested constituted to develop and execute a robust digital communication channels such as Intelligence (AI)-based mechanism for the held to ease mental fatigue and foster a ensure absolute safety of the employees in a SOP for the maintenance of hygiene on videos played on outdoor LED screens and detection of social distancing and face mask culture of digital first. pandemic situation, the Company extended our premises and for the resumption of at all canteens. violations was also piloted successfully. all possible support to employees and It is to be noted that, as a policy, we have work. This Task Force has been continually their families, in our fight in the pandemic We enhanced workforce engagement, with Post the nationwide lockdown, operations not made any retrenchment or initiated updating the SOP based on the evolving together. majority in work-from-home (WFH) mode, continued (only basic activities such as any salary cuts for employees. Further, guidelines and safety measures announced through e-workshops, e-learning modules, maintenance and security) with a drastically to enable ease of working in the new by State and Central Governments. A etc. This helped build a good connect with reduced workforce. Wearing of masks by special COVID-19 apex body, chaired by the employees and to assure them of continuity all employees remains mandatory and MD, reviewed the situation daily and took of work and relieve them from anxiety and social distancing measures have been necessary actions to combat the challenges mental stress. implemented at all places inside the plant. head on. Guidelines were prepared and Entry of visitors is allowed only as an followed during the lockdown and after. For safety leadership capability building, we exception/ emergency basis. A COVID-19 awareness campaign was also launched online training for workers and

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Performance Indicators Resilience to headwinds Despite headwinds due to the ongoing COVID-19 pandemic, we have been able to create sustainable value for our stakeholders through efficient cost management and our keen efforts at leveraging our operational excellence. The results are reflected in our growth trajectory.

Financial indicators Environment indicators Social indicators Governance indicators

Turnover (₹ in crore) EBITDA (₹ in crore) EBITDA margin (%) Materials recycled back into Employee training (hours) process (%) 2,155 397 21 98 29,410 2,051 92 97 1,895 1,917 87 91 313 16 16 25% 297 300 15 15 Board diversity 1,410 226 17,862 18,118 14,542 11,370 144 nos. 2016-17 2017-18 2018-19 2019-20 2020-21 2016-17 2017-18 2018-19 2019-20 2020-21 2016-17 2017-18 2018-19 2019-20 2020-21 2016-17 2017-18 2018-19 2019-20 2020-21 2016-17 2017-18 2018-19 2019-20 2020-21 Ethics training hours

7% y-o-y 32% y-o-y 42% y-o-y 1% y-o-y 62% y-o-y

EPS (₹) Net Debt/ Equity (x) Net Debt/ EBITDA (x) Water recycled (m3/ day) Amount contributed for CSR (₹ in lakh) % 72 74 2.6 2.4 2,400 2,450 431 422 100 2,250 2,300 Investor complaints 63 59 354 resolved during the year 300 46 1.6 1,650 1.3 205 0.7 0.2 0.3 0.0 0.1 0.0

2016-17 2017-18 2018-19 2019-20 2020-21 2016-17 2017-18 2018-19 2019-20 2020-21 2016-17 2017-18 2018-19 2019-20 2020-21 2016-17 2017-18 2018-19 2019-20 2020-21 2016-17 2017-18 2018-19 2019-20 2020-21

25% y-o-y 57% y-o-y 54% y-o-y 2% y-o-y 2% y-o-y

Total carbon emissions (LTCO e) Net Worth (₹ in crore) Interest Coverage Ratio (%) Current Ratio (x) 2

1,300 14 2.3 11.04 11.50 11.38 9.33 9.19 95.4 919 Customer Satisfaction Index (PI) 767 7 1.2 1.3 6 55 0.9 359 0.6 207 93.5 2016-17 2017-18 2018-19 2019-20 2020-21 2016-17 2017-18 2018-19 2019-20 2020-21 2016-17 2017-18 2018-19 2019-20 2020-21 2016-17 2017-18 2018-19 2019-20 2020-21 Customer satisfaction index (DIP) 19% y-o-y 41% y-o-y 97% y-o-y 84% y-o-y

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Strategic Review Risk management Material Review and Purpose-led strategy Identification Assessment Mitigation monitoring issues Our six strategic pillars are driven by our corporate philosophy. These six strategic pillars are built around our business priorities and reflect the integrated thinking of Financial the Company. We deploy our resources around these strategic priorities to create value for our stakeholders. The pillars not only respond to the global needs as per the UN SDGs, but the stategic deployment of our Corporate Goal Card across each business process by cascading it to each Individual Goal Cards, helps establish a unique integrated framework. Manufactured Social and Robust People Practices Relationship

Supplier of Responsible Choice Corporate Citizenship Vision Mission ate and v Ex Reaching Tata Metaliks strives to become a sustainable organisation through o c n e n l Tomorrow First significant contribution to India’s foundry, water and sanitation sectors I by optimum utilisation of men, material and assets, responsible use of energy and water resource, being guided by its values.

Excellence

Pioneering Cost Focus on Downstream/ Intellectual Leadership Value Add Human

Integrity Values Natural

Responsibility Corporate Goal Card

Unity Individual Goal Card Aerial view of Kharagpur plant

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Innovate and Excel A culture of high performance and Product innovation planning, basis the voice of customers, continuous improvement is driven mainly and in-depth Customer Satisfaction We have established a New Product through the levers of Shikhar (EBITDA+ Survey helped us improve customer Development process, with a robust improvement initiatives), Total Productive engagement and relationship building. Progressing through sustainable innovation governance mechanism, to deliberate Maintenance (TPM) and digitalisation. and develop new products and features These interventions are designed not Process Improvement to meet emerging or latent needs only to improve overall profitability of customers. During the year, the A major initiative to enhance availability and sustenance of the business model team continued to work on identified and operations of PI division begun in but also help to enhance employee opportunities for products and service FY 2019-20 and tangible results were engagement. In addition, benchmarking offerings; some of the new products/ achieved in FY 2020-21. The initiative has and knowledge management are being features are expected to launch in successfully led to consistent and smooth used to build further on the Improvement Innovate and Excel is one of the six FY 2021-22. Blast Furnace operations resulting in journey. strategic pillars and a systematic approach higher productivity and lowest-ever fuel As an early mover in Digital, an elaborate Service enhancement rates. follows to identify key areas targeting digital roadmap was developed in In our endeavor to improve value added ‘Shikhar‘ projects are driving FY 2018-19. In order to drive focus, 3 product and process innovation, process service offerings, we remain focused to improvements in areas of process prioritised themes - ‘Real time data identify opportunities. Market research innovation and impacting EBITDA and service enhancements deployed by analytics, Smart machines and Business on and benchmarking exercises are margins. The benefits of Shikhar projects, mobile’ were selected. Several use cases planned interventions. This strategic pillar conducted to gain insights to needs of scrutinised and audited by in-house BAG in the field of data analytics and Business customers. Service offerings include Tata (Business Analysis Group), helped us clock forms the foundation on which the other on Mobile were completed in FY 2020-21. eFee energy efficiency trials at foundries, our highest-ever savings of over The use case on predictive maintenance strategic pillars rest. structured technical services, and on-site ` 100 crore against a target of using machine learning, pricing analytics, technical assistance to DIP customers for ` 70 crore for the year. The improved HR and logistics analytics, successful pipe handling, laying and jointing. During rigour and mentoring by the Leadership This pillar enables continuous improvement through innovation. introduction of robotics in our DIP plant, the pandemic, customer interactions have provided employees the drive and It also embeds a culture of collaboration and continuous learning. implementation of MES etc. have not only were carried out through virtual technical motivation to go beyond stretch targets. This institutionalisation of innovation, that has led to incremental given us higher than expected results webinars and virtual key customer meets; Collaborative group deliberations and a as well as breakthrough advances, has helped the Company and its but also the confidence to accelerate our these sessions have enabled knowledge- culture of sharing good practices have employees to bring forth new ideas and unique solutions in the PI digital journey. sharing and were well appreciated. Action also triggered several ideations to create and DIP businesses. opportunities for improvement. TPM process involves engagement Employees involved in Kaizens (nos.) of workforce on the shop floor in improvement projects (%) improvement projects. In view of the pandemic, the focus was strategically 89 90 91 639 84 89 shifted to other pillars of TPM. This Strategic priority Focus areas Material topics 524 481 resulted in various Kaizens and visuals To accelerate the • Process • Digitalisation and within the Plant which augmented safe 383 journey of business improvement automation working conditions, reduction of cycle excellence through Shikhar for • Product time, and other improvements. with a focus cost savings stewardship 180 on continuous • Benchmarking, • Emergency In our journey to capture and evaluate improvement, knowledge preparedness fresh ideas from employees, an including digital management and Innovation/ Ideation portal was launched transformation 2016-17 2017-18 2018-19 2019-20 2020-21 2016-17 2017-18 2018-19 2019-20 2020-21 improvement, to foster ideation and engagement. The including TPM revamped knowledge portal helped to initiatives Improvement projects (nos.) Savings from improvement capture learnings from improvements • Digital projects (₹ in crore) transformation and failures along with relevant good practices. Our next foray is in data 154 156 151 102 91 maturity which will enable us to leverage 130 SDGs impacted data analytics as a tool for value-addition 102 and accelerate the digital transformation 54 journey. 40 30

2016-17 2017-18 2018-19 2019-20 2020-21 2016-17 2017-18 2018-19 2019-20 2020-21

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Building process efficiencies through digital interventions Our long-term Digital Strategy is Relentless innovation focused on three themes – Real-time Together with our Digital Strategy, we have a pipeline of Data Analytics, Smart Machines and programmes that help build process efficiencies. Major Business on Mobile. It measures the interventions completed include: outcomes of various digital initiatives along three metrics — Safety, Productivity and EBITDA. In FY 2020- • Use of robots in DIP 21, the Company implemented some • Digitalisation of DIP operation key real-time data analytics focused through Manufacturing Execution projects such as Manufacturing Execution System for DIP, Energy System (MES) Management System and CRM • Sensors to various equipment to (Customer Relationship Management) capture data for predictive analytics Solution. We are also implementing Level II Automation System for MBF #1, • Digitalisation of project a pioneering initiative by any mini blast implementation process furnace in India. We have strengthened Capex on digital capability in the area of robotics and • IoT based edge analytics and projects predictive maintenance developed in-house robotics solutions Way forward which are being implemented for the • Energy Management System (EMS) (₹ in crore) first time in the DIP industry in the All round Business Excellence We will navigate our future course with country. The Company currently has • Automated hot metal weighment 6.5 a single-minded focus on digitalisation, three robots operational in its DIP The consistent business performance and all-round process mindset transformation, and our • Integrated management dashboards 5 production lines, with several others to driven improvements over the last several years helped culture of innovation. We look forward come in the coming financial year. for decision making 3.6 to improved processes, quality, Tata Metaliks achieve the coveted ‘Industry Leadership’ safety and productivity through the We firmly believe that the key • VR applications for DIP casting area 2 status having crossed the threshold in the Tata Business implementation of our Digital Strategy. ingredient for digital transformation and safety Several automation drives that are is cultural change. With unique Excellence Model (TBEM) Assessment. This recognition under implementation across processes initiatives such as Reverse Mentoring, • Implementation of phase-I of CRM bears testament to our concerted efforts towards would lead to improved behavioural Digital Champions and Digital Mindset 2017-18 2018-19 2019-20 2020-21 solutions improvement and business excellence. safety, and make way for agile decision- Activation Workshops, we are nurturing making besides improving workforce the capabilities of all our employees productivity. – be it senior leadership, officers, supervisors or workers.

Other interventions in FY 2020-21

Recognition for our efforts

Achieved ‘Industry Tata Innovista – 2020: Sinter Team of Pig Iron QC Team of Annealing Leadership’ in (TBEM) Project - Continuous to Batch Division ranked 3rd and Department, Ductile Iron Coal blend optimisation AI-based social AI-based Pig Casting Tata Business Excellence Operation - Customised sinter logistics team secured 1st Pipe Division, won 2nd distancing Machine control system assessment 2020 with 660 was among 12 successful Runner up position in 20th runner up position in points projects shortlisted under National Supervisory Skill CII 33rd QC Convention Implemented Innovations – Competition (State Level) Core Processes category in the Tata Innovista finals Level II automation system Coke pricing prediction Logistics optimisation HR Analytics for MBF model model

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Cost Leadership Operational excellence Our integrated improvement framework PI business DIP business including Shikhar, TPM and digitalisation Excellence through cost optimisation are key enablers in our operational excellence journey. 4.66 LT 1.87 LT Our stable and consistent blast furnace Hot metal production Finished pipe production operations, despite the prolonged shutdown due to the nationwide lockdown, have helped us clock our lowest-ever fuel rate with higher productivity, leading to >5% 19% We judiciously use our resources to be our highest ever EBITDA amidst challenges. Reduction in net fuel rate y-o-y Reduction in specific energy consumption since FY 2016-17 the lowest-cost producer of PI and DIP We have improved our operation and maintenance practices in blast furnaces and achieve operational excellence. We (BFs) through a performance improvement >72% are leveraging the power of digitalisation programme conducted by a reputed Higher oxygen enrichment y-o-y 48% and automation to chalk out our cost international consulting firm. Our structured review mechanism Reduction in conversion cost since optimisation strategy. The pandemic gave us improves the BF performances. >70% FY 2016-17 an opportunity to look back at our processes Increased captive coke production Increase in PCI usage/THM y-o-y has helped us offset market coke price and recalibrate to achieve the lowest-ever volatilities, in turn reducing our overall fuel rate despite the production loss due production cost. Shikhar to meet changes in the external and As a result of these, we have emerged as to the lockdown. We undertook Shikhar internal environment. We use strategic one of the lowest cost producers of hot The framework continues to foster a culture contract management initiatives to initiatives to propel our cost efficiency metal in the mini blast furnace sector and of innovation by providing a holistic platform improve our supplier interactions of pipes in the DI pipe industry. for ideas that promote cost-savings and drive projects and integrate our ‘Innovate through structured supplier review of bottom line growth and Excel’ culture to drive our ‘Cost contract performance, supplier feedback, Coke production trend (in LT) improvement plans, and cost reduction Leadership’ journey. projects. 1.52 1.48 1.45 `84 crore Optimising fuel, energy and Savings through improvement resource efficiency projects in operations in PI division Our sustained investments in the Pulverised Coal Injection (PCI) in the Strategic priority Focus areas Material topics Mini Blast Furnaces (MBFs) have helped To be the lowest • Operational • Digitalisation and 16 to not only reduce coke consumption cost producer of excellence automation Automation projects but also enhance productivity. Several 2018-19 2019-20 2020-21 PI and DIP, while • Strategic raw • Emergency undertaken in FY 2020-21 initiatives taken in the DIP plant being the best in material sourcing preparedness Digitalisation and automation have also reduced energy and fuel terms of quality • Optimising fuel and consumption in induction furnaces of products and resource efficiency in the factories services and annealing furnaces, respectively. • Digitalisation and As COVID-19 transformed the way we 19 These interventions not only improved automation Digitalisation projects work, digitalisation and automation (D&A) undertaken in FY 2020-21 production efficiency but also helped us have gained accelerated importance. reduce net fuel rate and cost. Being an early mover, Tata Metaliks has seamlessly integrated D&A for problem- Way forward solving, measurement, and monitoring of We remain focused on reducing fuel SDGs impacted performance. We remain committed to Strategic raw material sourcing rate, enhancing productivity, and becoming a ‘Digital Factory’ in line with The availability of quality raw material is improving the suppy chain to ensure our vision of ‘Reaching Tomorrow First’. crucial for our business, making it an essential availability of raw material. Several cost As DigiTML continues to spearhead the part of our overall procurement. We ensure optimisation interventions, along with D&A interventions, we have also engaged supply chain security through a global supply D&A interventions, will help us improve external agencies to guide us in the next network and strategic contracting, which our cost leadership in PI and DIP further. wave of digital growth. facilitate flexibility in commercial operations

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Supplier of Choice Building a culture around During the year, we carried out 46 technical operational costs and efficiencies. Our customer centricity service sessions virtually to customers of both customers have duly acknowledged that PI and DI Pipes businesses despite the various such interventions have been beneficial At Tata Metaliks, we strive to be the ‘supplier challenges. Leveraging our financial strength to them, and this drives their continued Fortifying our customer centricity of choice’ in chosen segments and delighting and longer term relationships with our trust on Tata Metaliks. As a result, our customers with focus on Customer intimacy. customers, we continue to offer innovative Customer Satisfaction Index continues its In our journey, we have not only directed financial support schemes to our key upward trajectory while going down on our efforts towards deeper customer customers. Our revenue coverage under this customer complaints. engagements but have also been continually unique offering stood at 20% in FY 2020-21. improving customer experience. Our ongoing Market share digital transformation journey is heavily During the year, we further segmented our Over the years, we have built a product focused on ‘ease’ of customers. Thus, we are customers and created a customer group in the midst of implementing a powerful called “Key & Elite Customers” based on in PI in DIP portfolio that is respected for its superior Customer Relationship Management (CRM) a well-defined selection criteria. These 20% 12% platform that offers online order booking customers are now supported with a unique quality. This is backed by our superior facility besides real time visibility of orders, engagement plan and service offerings, While we maintained market share in PI service commitment, resulting in enhanced payments, stocks, status of complaints, etc. thereby, strengthening our relationships with Foundry Grade at 20% in FY 2020-21, we Further, the availability of CRM on mobiles will them. We continued to maintain >75% of DI have significantly increased our share in our customer loyalty. The feedback mechanism not only enhance flexibility and ease of access pipes sales to these “Key & Elite Customers” chosen markets in East and Punjab. We have built in the system provides insights for our customers, but will also help us meet in FY 2020-21 while ensuring >85% order also maintained our share in DI Pipe market their requirements with agility. booking with this customer group. Similarly, at 12% in FY 2020-21. pertaining to customer needs, share in order to connect and support our foundry Our customer-centric culture is enabled customers, we leveraged the digital platform knowledge on industry best practices, through various customer facing processes. PI complaints (per LT) to organise 22 knowledge sharing webinars The use of digital platforms is continuously and emerge as value-adding partners in covering >375 customers across almost all 2.2 increasing in our customer facing processes. market clusters in the foundry sector. We have their journey. This year, digital platforms have enabled the thus created forums/mechanisms that go a improvement of our services through virtual long way in strengthening our relationships 1.3 inspections while providing digital technical with customers while improving their 1 1 services support throughout the pandemic. 0.6 Customer satisfaction index (PI) Customer satisfaction index (DIP) 95 93.1 95.4 91 91 93.5 2016-17 2017-18 2018-19 2019-20 2020-21 Strategic priority Focus areas Material topics To be the supplier • Create and sustain • Customer focus DIP complaints (per LT) of choice in mutually rewarding • Product chosen segments relationship with stewardship 11 and delighting customers through • Increased 9 customers differentiated stakeholder 7 7 7 product and service engagement offerings and deeper customer • Emergency 2018-19 2019-20 2020-21 2018-19 2019-20 2020-21 engagement preparedness leveraging digital • Digitalisation and and analytics automation The seven customer-facing processes solutions 2016-17 2017-18 2018-19 2019-20 2020-21

Way forward We reinforce our commitment to innovate Customer insight Annual business Dedicated customer account and strengthen our relationships with management planning management SDGs impacted customers, by providing our proven superior quality of products and services. With constant focus on the strategic priority of ‘Innovate and Excel’, we are expanding our offerings and improving our engagement, which will further aid to consolidate Tata eFee Working capital Complaint New product and Order generation and Ductura as the preferred brands in their management management service offerings and fulfilment respective chosen product segments.

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Robust People Practice Striving for health and safety • Skill-based trainings in areas including workforce. We have established a Contractor excellence LPG operation and lifting tools and Safety Management System (CSMS). Under tackles this process, a Contractor Competency We are relentlessly striving to make safety a Assessment (star-rating system on a scale of Fostering a culture of safety, non-negotiable aspect of our business and • Driver Assessment Programme. 5) is mandatory for all our service providers. transform it to the next level of maturity. The In line with our commitment to safety, Company’s safety and health responsibilities Improve competency and we deploy only vendors who score more are driven by commitment to provide a safe capability for Hazard Identification diversity, and performance than 3-stars and above on high-risk jobs. workplace for the workforce and society and Risk Management (HIRA) Workshops from JN Tata Vocational Training at large. Backed by a robust management We firmly believe that everybody should Institute (JNTVI) and incentive schemes are system framework and a sound safety be protected from occupational risks they used to motivate 3-star rated vendors to governance structure, we endeavour could be exposed to. Accordingly, we follow upgrade. We also facilitate up gradation of We believe in developing and nurturing a to achieve our objective of ‘Zero harm’. a safety risk management process involving 2-star vendors by 4 and 5-star vendors. This We deploy our strategy through 6 safety performance-driven and engaged workforce risk analysis, risk assessment, and risk control framework has helped us cascade our focus strategic priorities - Build Safety Leadership practices. Our risk management process, goes on Safety across our value chain. with a digital mindset, which has become Capability, Improve Competency & Capability beyond legal context and control processes for Hazard Identification & Risk Management, imperative for businesses to deal with but factors in all processes. A detailed risk Excellence in Process Safety Management, assessment of several processes, helped evolving organisational challenges. We Contractor Safety Risk Management, Change develop a safety risk heat map which aids in Behaviour and Attitude towards Safety, remain devoted to developing and sustaining in setting priorities in specific areas with and Improve Health & Industrial Hygiene, Safety training (hours) dedicated action plans. Key developments a skilled workforce, capable of meeting which act as the focal points behind several during the year were: the diverse needs of our stakeholders, initiatives in our Safety Excellence Journey. 34,535 • Assessment of annual shut down risk to attain our objective of being the Build safety leadership capability 24,656 • Implementation of Risk Heat Map ‘employer of choice’. We further provide an The organisation has successfully embedded process 15,818 16,678 13,750 safety as a value that permeates decisions enabling work environment that promotes • Implementation of 17 road safety at every level. The Senior Leadership recommendations inside the plant equality and diversity. team continues to push for improvement in different areas with the involvement • Improved operational excellence 2016-17 2017-18 2018-19 2019-20 2020-21 of shopfloor employees, including through TPM, digital interventions and Contract Labour, to identify and address automation potential hazards and risks throughout Lost-Time Injury Frequency Rate the organisation. Several trainings and Excellence in process safety (LTIFR) trend Strategic priority Focus areas Material topics workshops are organised regularly to management develop a Risk based approach across the To attract, nurture • Talent management • Safety The Company acknowledges that Process 0.57 organisation; some of them are highlighted and develop talent and capability • Harmonious Safety and Risk Management (PSRM), when below: with particular development industrial relations applied robustly, will reduce the likelihood focus on high- • Improve employee • Employee welfare • Re-calibrated HIRA Workshop of any catastrophic event. Therefore, a firm potential talent 0.28 productivity and engagement foundation in PSRM has been established • Management of Change (MOC) • Enhance workforce • Diversity across the organisation in pursuit of making 0.11 engagement and • Emergency 0.10 satisfaction • E-Learning module on Safety standards process safety ‘a way of life’. We have preparedness initiated building PSRM competencies in the 0 • Leverage digital • “Adhinayak” Programme for Safety organisation through training, coaching and across HR leadership development for workers 2016-17 2017-18 2018-19 2019-20 2020-21 processes to hand holding to create adequate awareness improve employee and consciousness towards PSRM. During the experience year, several employees were trained on PSRM Near-miss cases competencies, in collaboration with Tata Steel, who have now became torchbearers of 3,250 100% PSRM in the plant. We have now extended the SDGs impacted Coverage of Felt Leadership safety process and initiated a study on high hazard training programme processes in our DI Pipe plant. 1,970 1,285 Contractor Safety Management System 26 111 7,289 Our operations and maintenance and Safety visits (nos.) project activities engage a sizeable contract 2016-17 2017-18 2018-19 2019-20 2020-21

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Behavioural change Improve employee health and preparedness. This helped us to re-affirm anywhere, aligned to our digital strategy of Engagement initiatives including interactive Employee productivity in PI industrial hygiene our practices and focus on our areas of ‘Business on Mobile’. In order to enhance sessions, walkathons and virtual Tata Our safety excellence journey has evolved (THM/employee/year) improvements. employee experience and promote Metaliks Premier League in the form of 1,458 from a traditional ‘compliance-driven’ A full-fledged function for occupational 1,289 team building, new recruits are sent to games, helped keep up employee morale in 1,252 1,235 framework to a modern ‘behaviour-centric’ health services at the plant provides Tata Steel Adventure foundation for a the new normal. Various webinars were also 992 safety culture. In our journey to transform the preventive care to all employees. These unique trekking experience coupled with conducted on health, mental well-being, safety culture, all meetings commence with services lay emphasis on proactive measures 14 out of 16 development of leadership acumen. spiritual sessions, story-telling sessions by a mandatory Safety Talk. To further sustain like health surveillance and awareness Health Index well-known speakers to build inner resilience the constant focus on safety awareness, we programmes for prevention and control of As we progress to embrace Digital across of our employees. Our senior leaders not only sensitise our workforce by sharing occupational and lifestyle-related diseases. FY 2020-21 has been an unprecedented year all verticals, it is imperative to build digital remained in close touch with employees learning films and video clips of safety and the Company has been able to navigate capability across all employee segments. As the COVID-19 pandemic imposed several through virtual dialogues, town halls, COVID 2016-17 2017-18 2018-19 2019-20 2020-21 incidents, but we also provide trainings the pandemic and its impact quite well; one We have partnered with experts to challenges with social distancing, and a feedback, COVID support group and other through live examples at our Safety Park. of the enablers for a relatively smooth sailing build our digital culture and capability. constant feeling of caution and vulnerability, formal and informal channels of listening, Moreover, Reward & Recognition schemes has been the development of a positive safety Dedicated interventions such as Reverse self-awareness, empathy, and proactive risk care and nurturing on Safety, Consequence Management culture within our organisation. As we work Mentoring, Digital Champions, Digital Boot Employee productivity in DIP management proved helpful in navigating framework, also help to promote and sustain towards achieving the goal of ‘Zero harm’, Camps, Digi Talks, Digital Khabar, Ideation Quintessentially, engagement with the (TFP/employee/year) these challenges. As a proactive measure, the appropriate safety behaviour in the we constantly strive to learn and adopt best platform, Knowledge Management portal, community and their well-being by way of 269 262 we also conducted an external audit by a 245 259 organisation. practices from our industry and beyond. participation in Tata Innovista, Digital relief work, campaigns and other support reputed international agency on COVID-19 215 Kaizen, and Digital mindset activation was provided by our employees through workshops help harness growth through focused interventions in the Paschim digital competency of various employee Medinipur region. Organisational culture continuous feedback, coaching, Learning and development segments. Augmented Reality (AR)/ Virtual In addition to the relentless support management/ leadership development in the digital future Reality (VR) trainings have commenced Our HR strategy is focused on four key extended to employees for testing and programs, reverse mentoring and coaching in areas of Safety and other areas, in priorities: Organisational engagement, Talent At Tata Metaliks, learning and development vaccination, the 24x7 well-being app 2016-17 2017-18 2018-19 2019-20 2020-21 programs, action learning projects prepare addition to shop floor trainings. Technical management, Capability development, and remains a priority to ensure high employee supported medical consultations including and groom them for leadership roles. We competencies are being enhanced Productivity improvement. performance with targeted interventions guidance on home quarantine. We also are working to strengthen and fast-track through tie-ups with academic institutions, through effective and customised learning partnered with a number of medical career progression and job rotation policies subject matter experts, industry visits, Talent Management groups. We deploy the 70:20:10 model for institutions to ease hospitalisation concerns. Way forward to accelerate employee development and more. Detailed learning and training and development where 70% focus Attracting and nurturing Talent is a key to the and growth. With focused interventions, benchmarking sessions also help improve Industrial relations remained cordial Our focus to foster Robust People Practices is on the job learning, 20% through coaching success of any organisation. At Tata Metaliks, the attrition levels for our high-potential an organisation’s overall competency in throughout the year despite adverse and will be driven with our objective of ‘Zero and mentoring, and 10% through classroom we focus on hiring young talent to nurture employees has been very low. areas of operations, digital, automation, to challenging business environment during Harm’. We will continue our efforts to learning. Learning through classroom and and develop them in our value system. name a few. the pandemic and resultant lockdown. enhance our safety competence to build on-the-job are also driven through TPM at We hire talent from different geographies, Diversity at the core The enthusiasm and resilience of the a mature safety culture for a future-ready the shop floor. Digital remains the focal point cultures and industries to build a culture that Engagement and Well-being workforce and Unions have not only enabled workforce. A risk-based culture, innovations As an equal opportunity employer, we in our learning and development journey. promotes meritocracy. We leverage Artificial the Company to navigate through the in process safety, and behavioral safety, continue to provide growth opportunities We extensively use e-learning landscape to In line with our culture and values, we pay Intelligence (AI) to screen and select suitable uncertainties, but also improve overall supported by the strong commitment of our irrespective of their race, gender, caste, train employees on technical, managerial, special attention to the well-being of our talent, which is a part of our virtual campus productivity. leadership will continue to drive our safety creed religion, and other such discriminatory digital modules, and online resources on employees and regularly refresh various engagement campaign, that helps us reach excellence journey. factors. Special efforts are also made to Knowledge Management for interactive employee-friendly policies. Some of these The outcome of our efforts were reflected out to students from reputed graduate attract employees under the Affirmative learning experience. Additionally, we policies include availability of health and in the Engagement study where the overall Our HR&IR function will remain focused to and management colleges retaining. An Action programme. also provide various modules by industry wellness app, family benefit scheme, leave engagement levels have significantly attract and nurture competent and high- engaging and gamified on-boarding process leaders through Tata Management Training bank policy, enhanced medical coverage increased and the share of our actively potential talent and to build & develop provides a unique joining experience for all Centre (TMTC) and other avenues so that for critical diseases, ‘Corona Kavach’ engaged employees has more than doubled. a highly productive and future-ready recruits. employees can access them anytime, policies, and others. Our Rewards & workforce. Our focused interventions to We have established an integrated talent 13% Recognition app helps employees receive enhance productivity, performance and management framework to identify and Affirmative Action Workforce instant motivation and encouragement. digital quotient will remain core areas to develop high-potential employees to grow navigate the organisation to the future. During the pandemic, our thrust on with the organisation. These ‘Hi-potential’ engagement shifted towards employee employees go through an ‘Assessment safety due to the unprecedented and Development Centre’ which leverages 8% 4.6/5 4.08/5 workplace transformation brought in. individual’s strengths and prepares them Women in officer category Training effectiveness Employee engagement score to take on higher roles and responsibilities. There is also special focus on development of target employee segments. Specific 2.5% interventions like check-in conversations, Women in permanent workforce

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Responsible Corporate Citizenship improvements and innovations such as burner modification in annealing furnace and CPPs to reduce oil For people and the planet consumption • Deployment of e-vehicles for fleet management and magnetic resonator and GPS installation in At Tata Metaliks, we remain committed heavy vehicles to make the planet a better place by As a result, the energy intensity has contributing to the holistic growth of continued the downward journey. the community. Through our concerted efforts, we are continuously contributing Energy consumption intensity in PI division (GJ/THM) to sustainability by reducing our overall 19.66 19.62 19.58 carbon footprint by adopting energy 18.70 17.78 efficient technology and increasing usage of renewable energy. World Environment Day, June 2020

Addressing environmental Energy management concerns We depend on various forms of energy such 2016-17 2017-18 2018-19 2019-20 2020-21 Strategic priority Focus areas Material topics Our environment conservation as primary sources (coke, liquid fuel, LPG, interventions revolve around: and grid power), and secondary sources Energy consumption intensity To reduce carbon • Environmental • Air and GHG (process waste heat and Blast Furnace Gas footprint, improve sustainability emissions • Improving air quality in DIP division (GJ/TFP) or BFG). Our efficient energy usage helps in air quality and • Expanding • Water reduce water • Reducing carbon footprint and energy substantial energy savings. 2.81 community conservation consumption consumption 2.36 outreach through • Waste We have undertaken several projects during 2.21 2.23 2.28 CSR activities management • Reducing freshwater consumption by the last five years, such as: • Increased ESG recycling and treating used/wastewater, • 5-year Water • Installation of variable frequency drives disclosures loss reduction and rainwater harvesting Sustainability • Increased harmonic filter in induction furnace Project, Jal se stakeholder • Waste management using the principles • Installation of energy efficient lighting Jeevan engagement of 3R (Reduce, Recycle and Reuse) in different plant locations and solid and • TML 300 Schools • Governance We have engaged with the National liquid fuel conservation through process project • Compliance 2016-17 2017-18 2018-19 2019-20 2020-21 Environmental Engineering Research • Community engagement Institute to improve overall air quality at the plant. Notable initiatives are: • Installation of de-dusting system, fume extraction system (FES) and Ladle SDGs impacted Repair Shop (LRS), wind shelter fencing for yards, augmentation of de-dusting systems, deployment of fog canon systems & mechanised road sweeping machine to reduce point source and fugitive emissions • Installation of Continuous Ambient Air Quality Monitoring Station (CAAQMS) for 24x7 ambient air quality monitoring

Rooftop solar hot water plant

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Reducing our carbon footprint Carbon emissions intensity in Carbon emissions intensity in Recycling of process and PI division (tCO e/THM) DIP division (tCO e/TFP) other waste Our waste heat recovery-based as well 2 2 as BFG-fired power plants meet ~80% We commissioned a thickener followed 2.07 0.77 of our power requirements. We have 1.96 1.95 1.87 by an agitator system, to recycle and use 1.73 0.63 adopted different solutions like PCI, oxygen 0.61 0.59 0.61 100% of gas cleaning plant sludge in the enrichment (at the MBF and sinter plant) sintering process. This not only reduces and efficient cooling systems for MBFs to natural resource consumption but also reduce energy and process-related GHG enhances utilisation of process waste. For emissions. bio-degradable solid waste generated from canteens, a bio-gas plant has been Under renewable energy initiatives, we installed and made operational. E-waste have taken several actions to reduce carbon and hazardous waste storage locations emission through clean energy (solar) 2016-17 2017-18 2018-19 2019-20 2020-21 2016-17 2017-18 2018-19 2019-20 2020-21 have also been revamped and considerably adoption: improved. • Installation of solar street lights along Total carbon emissions (LtCO2e) with rooftop solar power systems– 10KWp for guest house and 18KWp for Sustainability in action truck parking areas 11.04 11.5 11.38 98% • A rooftop solar hot water system at 9.33 9.19 Our sustainability initiatives Material recycled into process central canteen has been installed to include outside-fence activities reduce LPG consumption. Moreover, based on a detailed study. a 1 MWp grid-connected battery-less rooftop solar power plant has also been The ‘Jal Se Jeevan’ initiative is 3 installed in DIP division driving our vision to become 2,450 m ‘Water Positive’ by FY 2024-25 Water recycled every day through implementation of 2016-17 2017-18 2018-19 2019-20 2020-21 1MWp solar panel installed in DI pipe plant water sustainability structures in 25 villages. During the year, 100% we progressed with several Coke fines and iron ore fines Conserving every drop Water consumption in PI interventions in line with the recycled into process 3 Through our existing effluent treatment division (m /THM) roadmap, which are on the verge of completion. Furthermore, plants (ETP) and water recirculation 2.34 plants, we are treating process wastewater we have not only taken due 1.96 1.95 and recycling it back into the plant 1.9 1.89 actions to reduce ground water processes such as cooling tower feed, pig consumption but are also quenching, slag granulation and cement exploring alternate sources. lining as well as for low-end uses like 5,000 nos. dust suppression to reduce ground water During FY 2020-21, a Tree bank of consumption. Impactful interventions in comprehensive decarbonisation saplings developed water cooling systems in blast furnaces strategy was adopted to and allied facilities, wastewater re- be carbon neutral by 2050. 2016-17 2017-18 2018-19 2019-20 2020-21 circulation system in DI Pipe operations, This roadmap reaffirms our Way forward augmentation of DI Pipe ETP for efficient commitment towards a recycling of wastewater, and atmospheric Water consumption in DIP sustainable tomorrow. Being a value-driven organisation, water generators are some of the division (m3/TFP) we aim to enhance our environmental important water conservation measures performance through improving air taken. Installation of tap aerators, nozzles 1.48 1.45 quality by reducing 12-15% carbon 1.36 1.43 1.4 and sprinklers, level controllers for intensity along with realising our water tanks as well as bio-toilets have aspiration to become water positive contributed significantly to reduction by FY 2024-25. in our water consumption. Arresting water leakages through TPM and other initiatives, optimising cooling towers help reduce water consumption further. One of the many water conservation ponds excavated 2016-17 2017-18 2018-19 2019-20 2020-21

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Corporate Social Responsibility 4,289 Education We aim to improve access to education • Youth-led initiatives to improve Entrepreneurship Aims to provide additional income to Employee volunteering hours through education for drop-outs, health and women through farm/off-farm activities as • Infrastructure development in nutrition among adolescents and well as developing/supporting Dalit and Government primary and high schools youth tribal entrepreneurs within our value chain Employee volunteerism • Tata Metaliks Scholarship for • Science, Technology, Engineering, • Livestock-based livelihood model Employee volunteerism is a means meritorious students from Dalit, tribal Mathematics learning through mini project on goat rearing, poultry to create stronger employee bonds and below-poverty-line families in Science Centres in high schools farming, duck rearing and fish rearing and helps instil a sense of purpose. high schools and colleges • English and computer learning for • Vegetable cultivation Our employee volunteers contribute high school students Improving quality of education • Mushroom cultivation towards the community by associating • Integrated Learning Enhancement and • TML 300 Schools Project has been • System of rice intensification themselves with different CSR Acceleration Programme to assist the implemented to ensure equitable • Capacity building and handholding of activities. students with learning difficulties and quality school education with Dalit and tribal entrepreneurs • Capacity building of Government • Plantation drives in the community 14,300+ special focus on marginalised tribal 1,000+ school teachers and members of • Participating in a football match Beneficiaries communities in Kharagpur - 1 block. Beneficiaries school management committees organised by the Company for AA ~7,800 We aim to create a replicable and AA ~760 • Under-15 football coaching to employees and TML CSR football scalable model by making the entire promote sports and discipline trainees block a Child Labour Free Zone (CLFZ). • Adult literacy classes for women Aims to create avenues for Dalit and • Fostering engagement of the The project has been initiated in 2 Empowerment tribal communities for their cultural and employees with the community (two) Panchayats institutional awakening through virtual training/ learning sessions • Empowering Dalit and tribal Essential Enablers Aims to ensure well-being of people Jal Se Jeevan communities COVID relief by providing safe drinking water, basic As part of our water sustainability journey • Promotion of tribal culture and hygiene, sanitation and healthcare to become water positive, we launched language Our employees also participated ‘Jal Se Jeevan’. The project is in line with • Effective living and leadership training in distribution of dry ration kits to • Providing potable drinking water a holistic water sustainability strategy to for community members disadvantaged households in the in villages through deep bore wells, create water conservation structures and nd nearby communities reaching out to overhead water tanks, network of Organised Regional Samvaad (2 West allied initiatives in 25 villages. Till date we ~3000 beneficiaries. pipelines and water taps in convenient Bengal Edition) for the tribes of West have: locations Bengal. Representatives of nine (9) tribes • Excavated 4 community ponds and 850+ • Construction of toilet blocks and attended the programme. Way forward have more than doubled their water Beneficiaries drainage systems storage capacity AA ~530 Organised 5 MRA – Effective Living and With our various social engagement • Construction of bathrooms for women • Planted more than 5,000 fruit and Leadership Training Programmes (4 initiatives, we will continue our • Wastewater management system 5,000+ forestry plants in 636 households online and 1 residential) for the youth and efforts towards our communities by • Introduction of solar water pumps in community members aiding their education, enhancing Beneficiaries We remain focused to: drinking water projects to promote employability through skill AA ~2,600 • Ensure piped water and sanitation/ Celebrated various important days with green energy and reducing the development trainings, and improving wastewater management to target 25 community members such as International financial burden of paying the health by supplying 100% safe water. model villages Women’s Day, International Health Day, electricity bills Additionally, we are increasing our CSR • Become water positive by FY 2024-25 World Water Day etc. to create awareness • Ambulance service in Kolkata coverage by five villages every year to among the community members enhance the lives of more people.

Employability Aims to develop a pool of skilled and employable youth to be gainfully employed Emphasising well-being of communities near us • Skill development training in `422 lakh 11,750+ employable trades at the Tata Metaliks We undertake need assessment surveys at Contribution for CSR CSR beneficiaries- Affirmative Skill Development Centre (TMSDC) in periodic intervals to analyse community Action partnership with Tata Strive requirements vis-à-vis our capability • Sponsoring three-year Diploma to support them. These steps help us Engineering at NTTF-Tata Steel identify our CSR and Affirmative Action Technical Institute for matriculate priorities. CSR at Tata Metaliks primarily 24,000+ 27 youth focuses on the well-being of the people Beneficiaries Vendor partners- Affirmative 290 • Sponsoring three-year General in No. 4 Kalaikunda Gram Panchayat of Action Beneficiaries Nursery and Midwifery course for Kharagpur 1 Block in Paschim Medinipur intermediate youth AA ~70 district of West Bengal.

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Focus on Downstream/Value add Ductile Iron Pipe as a value- Growth project (till March 31, 2021) added product By virtue of its unique physical properties, Widening our scope DIP has wide usage across various applications in water and sanitation ~90% ~48% sectors. Its flexible push-on joints do not Project engineering completed Civil work completed leak at high pressure, even when deflected, thus, making them easy to lay and join. DIP is anti-corrosive with high tensile strength, enabling it to handle higher pressure and ~79% ~57% The potential of water infrastructure in stress compared to cast iron. DIP also Project cost committed financially Structural construction offers higher beam strength, resistance completed India underpins our strategy to move up the and traffic load, making it technically and environmentally far superior to non- value chain and enter the DI Pipe business. metallic pipes. We are currently building our capabilities ~32% Of project cost spent through our brownfield expansion, Sectoral optimism India’s urban population is expected which is expected to double our capacity to rise sharply and water demand will once commissioned. exceed supply by 2-fold by 2030 as per Niti Aayog. In order to address the looming water stress in the country, Govt of India (GOI) consolidated the Water ministries under Jal Shakti and launched “Jal Jeevan Mission” as its flagship initiative of “Har Ghar Jal” under JJM Rural to be completed by 2024. In the Union Budget of 2021, GOI Strategic priority Focus areas Material topics complimented the JJM Rural initiative by To grow in the • Capacity expansion • Customer focus announcing JJM Urban and Swachh Bharat value-added for DIP to 4 LTPA • Product 2.0 to be completed over the next 5 years. downstream • Extend domestic stewardship The launch of these flagship initiatives business to footprint • Market presence have also led to commensurate increase serve the water • Enhance presence infrastructure • Emergency in the central budget for the water and in different preparedness sector of India geographies sanitation sectors. Similarly, there have been significant state-led investments in the Irrigation sector as well. Thus, there will be sustained focus and investments in all the three major sectors – water, sewerage/sanitation and irrigation – in the medium to long-term. Tata Metaliks had foreseen the opportunity and decided to capitalise on it by doubling the DI pipe plant capacity. Despite the challenges posed by the ongoing COVID-19 pandemic, Glimpse of the expansion project underway SDGs impacted the expansion plan is underway, Phase 1 of which will be completed in FY 2021-22 and Phase 2 in H1 FY 2022-23. Growth strategy With the expansion already underway, strengthen its industry position. We are Tata Metaliks is in the process of using digital platforms for engineering, expanding its product range in terms procurement and project monitoring to of diameters, classes and linings/ implement the project as per plan. The new coatings. This will enable us to expand DIP facility will be a digital smart factory its scope of participation in the water with best-in-class automation leading to infrastructure ecosystem while targeting higher productivity and improved quality Glimpse of our expansion project new geographies and customers further and safety.

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Governance Corporate governance One of the core elements in our governance across the value chain. The EC reports to the process is the adoption of best practices Audit Committee quarterly on the initiatives At Tata Metaliks, corporate governance by periodic benchmarking with the best and concerns related to ethics. extends beyond the principles of Built on Ethics and driven by transparency practices deployed across various industries, transparency, accountability and The Internal Committee (IC) of the During the year, we conducted an ESG sustainability. Our leadership and governance Company, including an external member, benchmarking study against leading Indian At Tata Metaliks, governance stands for responsible and transparent management, architecture lays strong emphasis on oversees all issues pertaining to prevention and international companies and accordingly openness, mutual respect, learning, and of sexual harassment. and a robust control aligned with our objective of creating long-term value for deployed an action plan phased for the next integrity, which act as strong enablers to five years. The guiding principles that uphold the our stakeholders. ensure effective and ethical functioning of highest standards of corporate governance the overall governance framework. Compliance and ethics in the Tata group are enshrined Board of Directors The Board of Directors sits atop the in the Tata Code of Conduct (TCoC). All The Management remains committed governance structure of the Company. employees and business partners confirm to ensure full compliance. Accordingly, The various committees formed under and are familiarised with the TCoC at regular Mr. Koushik Chatterjee Mr. Sandeep Kumar Mr. Sanjiv Paul Mr. Krishnava Dutt compliance is rightfully a ‘very high the Board are responsible for overseeing intervals. The Code is a bedrock of Tata Non-Executive Chairman Managing Director Non-Executive Independent Director importance’ material issue. We do not accept various aspects of the business and values on which every individual in the Non-Independent Director any violation of laws, codes of conduct or N H C S R B A R N ensures meeting the aspirations of the Tata group and its leadership base their internal regulations. The senior leadership H C S R stakeholders. The Committees include Safety, commitments. For more information on the team provides due focus to the compliance Health & Environment, Audit Committee, Code, please visit: www.tatametaliks.com/ framework with regular reviews. The Nomination and Remuneration Committee, staticfiles/pdf/TCOC.pdf compliance framework is aided by the in- Stakeholders Relationship Committee, house digital compliance solution operating Corporate Social Responsibility Committee Risk management effectively. Periodic reviews across multiple and Risk Management Committee. The forums, with the overall supervision of the We have designed a robust and mandatory Board Committees are chaired Managing DIrector, strengthens the overall comprehensive risk management forming by Independent Directors. The Committee compliance framework of the Company. integral part of our governance process. The meetings are usually held before the Board Risk Management Committee, oversees and meeting every quarter. All Board meetings Ethics guides our organisation-wide mitigation are held on a secure digital platform in measures. line with our digital journey and to foster The leadership of the Company remains Dr. Pingali Venugopal Ms. Samita Shah Dr. Rupali Basu Mr. Amit Ghosh real-time information sharing. Further, all committed to ensuring that ethical business Independent Director Non-Executive Independent Director Independent Director Directors have full access to all Committees, practices are followed in letter and spirit. The Non-Independent Director irrespective of their membership, a practice Ethics Counsellor (EC), along with his team N A C S C S H S A R B aligned to our culture of transparency. of Locational Ethics Coordinators enforces A S R B As a proactive approach to improve the various aspects of our Ethics framework our governance practices, Committee across the organisation/stakeholders. Chairperson(s) brief(s) the Board on the There were several trainings conducted outcome of their respective Committee and communication was shared across meetings. stakeholders, to cascade the values of ethics

Chairperson A Audit Committee N Nomination and Remuneration Committee C Corporate Social Responsibility (CSR) Committee Ethics Governance structure S Stakeholders Relationship Committee R Risk Management Committee H Safety, Health & Environment (SHE) Committee B Committee of Board Audit Committee- Ethics Counsellor & Note: Mr. Subhra Sengupta, Chief Financial Officer, is a member of the Risk Management Committee as well. Board of Apex Ethics Committee- Chairman: Ethics Coordinators (in Directors Chaired by MD Age (Years) Tenure on Board (Years) Board diversity (%) QR code of profiles Independent Director plant & HO)

45-50 <4 Guidance 51-60 4 to 8 75% 25% Male Female Whistle Blower Tata Code Policy of Conduct 61+ >8 Direction Report

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Risk Management Emerging Type of risk Risk Impact Treatment opportunity Operational Safety violations at Use of automation • Stricter compliance to safety policy the workplace to reduce human- • Continuous training of own and contractors’ employees Safeguarding business (Loss of productive machine interface • Contractor safety rating and consequence hour due to accident management Our enterprise risk management framework continues to enable and empower our and/or injury) process of identifying, monitoring and treating risks. Review of external environment, • Increased level of automation Breach of data and Building robust IT • Strengthening IT infrastructure by putting effective inputs from key stakeholders and SWOT analysis form the foundation of our risk cyber security infrastructure systems in place (Loss of critical • Conducting regular internal and third party identification process. The risk identification and treatment process involves a two-tier information to assessments mechanism with bottom-up and top-down approach. security breach) • Organising regular awareness programmes among employees In the bottom-up process, process-level critical risks are identified for mitigation by each Function. Risks impacting more than one key processes and/or having high impact on profitability/continuity are recognised as enterprise-level risk in the top-down or Enterprise Project delay due to Asset-light model • Effective planning and monitoring issues arising from • Equipment supplier/contractor management Risk Management (ERM) process. Risks are prioritised based on severity of impact and likelihood of occurrence using a customised (Time and cost COVID-19 pandemic rating scale. Risk treatment plans, based on cost-benefit analysis and following the principles of acceptance, avoidance, transfer and overrun resulting in mitigation, are adopted for all critical (class A) and moderate (class B) risks, whereas contingency plans are put in place for low (class C) lower internal rate of risks. Acceptance is an intelligent risk taking mechanism to leverage upon emerging opportunities return than planned) Compliance Stricter environment Going beyond Specific and time-bound compliance norm in compliance – action plans for: Emerging (Fines, temporary Type of risk Risk Impact Treatment future stricter internal • Reduction of carbon emissions; enhanced use of opportunity shutdown, negative norms and renewable energy Strategic Over-supply situation Inorganic growth • Cost reduction through structural impact on brand measures than • Air quality improvement in PI and DIP markets and diversification change and operational effectiveness image even for (Price war may statutory mandate • Zero discharge • Evaluation of inorganic addition and diversification inadvertent and create pressure on • Water recycling and use of opportunities insignificant gaps) margin) surface water Unfavourable/ Strategic • Multi-sourcing of raw materials to achieve cost • Waste management

Volatile raw material raw material competitiveness • Green cover (Increased raw prices procurement • Achieving optimised blend of raw • Improved monitoring and reporting material materials for containing cost of production below the prices may result in target Financial Volatility in (i) • Natural hedging • Currency and commodity hedging reduced profitability) commodity price through increased as per hedging policy (Negative impact such as coal; export • Implementation of analytics projects Operational on margin) Dependence on Indigenisation; • Specific and time-bound actions for indigenisation and and (ii) exchange • Spreading risk over single/limited source broad-basing improvement of supplier base (Disruption in rate multiple sources of of supply, such as a supply source; local operation due to supply country (China) and/ development country/ supplier • Use of analytics for or supplier for few specific issues; predicting price critical raw materials, pressure on margin consumables and for higher cost Business Outbreak of Continuing some • Effective fund management spares continuity COVID-19 of the support • Strict compliance to SOP (in line with government alternative sourcing) (Continuous and functions in SOP) for social distancing, sanitisation and monitoring uninterrupted Unavailability of Inorganic growth • Optimisation of existing land work from the cases of infection (if any) for both employees and contiguous land • Sourcing of surface water operation (Delay in long-term home mode, visitors for acquisition and • Exploring various opportunities may be hampered in expansion plan; thereby reducing • Extensive testing of all employees including additional water FY 2021-22) higher establishment cost contractors’ workforce and visitors and practising strict for brownfield cost of greenfield and following strict isolation for positive cases and contacts expansion at expansion) regulation for other • Management of production, dispatch and project work existing location functions as per government norms/circulars Disruption in Internal capability • Pre-planning arrangements for •  Extensive use of digital technologies for running day- outsourced building critical supplies to-day interactions/meetings and trainings (Interruption processes • Capability-building of own employees •  Arranging vaccination of all employees including in supply and • Robustly built and examined contracting process contract labour operations) High Medium Low 42 43 Awards and Recognitions

Declared in the league of “Industry Leader” within the Tata Group at the Tata Business Excellence Model (TBEM) Assessment

“Best Governed Company ” in the Listed Segment, Medium Category by Institute of Company Secretaries of India (ICSI) at the ICSI National Awards for Excellence in Corporate Governance.

4.5 Star Award at the 13th CII Energy Conservation Award (ENCON) 2020 in the large-scale category. League of American Communications Sinter Plant Team ranked 3rd and Professionals (LACP) awarded the Logistics team secured 1st Runner up Integrated Report FY20 as: position in 20th National Supervisory Skill Competition. • 20th Best Integrated Report (worldwide) • Platinum award for Integrated Report (worldwide) “up to $1 billion revenue” category • Special achievement Silver award for Financial disclosure

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Corporate Information

Management Registered Office (as on April 14, 2021) Tata Centre, 10th Floor Key Managerial Personnel 43, J. L. Nehru Road, Kolkata - 700 071 Tel : +91-33-6613 4200, Mr. Sandeep Kumar Fax : +91-33-2288 4372 Managing Director Website: www.tatametaliks.com Mr. Avishek Ghosh Company Secretary and Compliance Officer Registrar & Share Transfer Agent Mr. Subhra Sengupta R & D Infotech Pvt. Ltd. Chief Financial Officer 15C, Naresh Mitra Sarani (Beltala Road) Kolkata - 700 026 Senior Management Phone: +91-33-2419 2642 Mr. Rajesh Mishra Fax: +91-33-2476 1657 EVP - Strategy & Corporate Services Email: [email protected], [email protected] Mr. Sharad Sharma EVP - Marketing and Sales CIN Mr. Debasish Mishra L27310WB1990PLC050000 Vice President (Operations - PI) Mr. Soumyajyoti Sarkar Auditors Vice President (Operations - DI) Price Waterhouse & Mr. N. V. Ramanathan Co Chartered Accountants LLP, Kolkata Vice President (Projects) Bankers Dr. Ratna Sinha Vice President (HRM) State Bank of India HDFC Bank ICICI Bank Bank of Baroda Federal Bank Axis Bank DBS Bank Yes Bank Induslnd Bank Kotak Mahindra Bank

45 BOARD’S REPORT

To the Members, Your Directors take pleasure in presenting the 4th Integrated Report (prepared as per the framework laid down by the International Integrated Reporting Council) and the 31st Annual Accounts on the business and operations of Tata Metaliks Limited (‘TML’ or ‘Company’) for the Financial Year (FY) ended March 31, 2021.

Financial Results

(` crore) Financial Year Financial Year Particulars 2020-21 2019-20 Revenue from operations 1,916.66 2,050.63 Total expenditure before finance cost, depreciation 1,527.43 1,766.02 Operating Profit 389.23 284.61 Add: Other Income 8.12 15.81 Profit before finance cost, depreciation and taxes 397.35 300.42 Less: Finance costs 23.60 33.14 Profit before depreciation and taxes 373.75 267.28 Less: Depreciation and amortization expenses 67.13 65.06 Profit before taxes 306.62 202.22 Less: Tax expenses 86.00 35.42 (A) Profit after tax - from continuing operations 220.62 166.80 (B) Loss after tax - from discontinued operations (0.81) (0.84) (c) Profit for the Year (A+B) 219.81 165.96 (D) Other comprehensive income net of tax (0.30) (1.78) (E) Total comprehensive income for the year (C+D) 219.51 164.18 Retained Earnings: Balance brought forward from the previous year 487.52 335.20 Add: profit for the period 219.81 165.96 Add: Other Comprehensive Income recognised in Retained Earnings (0.30) (1.78) Add: Other movements within equity - - Balance 707.03 499.37 Which the Directors have apportioned as under to: (i) Dividend on Ordinary Shares 7.02 9.83 (ii) Tax on Dividend - 2.02 Total appropriations - - Retained Earnings: Balance to be carried forward 700.01 487.52

The novel corona virus (COVID-19) pandemic has had an unprecedented impact on business and on the human race. The country’s economic curve saw a steep decline particularly in the April – June 2020 quarter (Q1). The production of Pig Iron (PI) and Ductile Iron Pipes (DIP) at the plant in Kharagpur, West Bengal was suspended in the last week of March 2020 post the country wide lockdown announced by the Government of India. Production commenced in phases from mid-May with gradual recovery from Q2 onwards and a good pick-up in demand later in the fiscal year particularly in Q4.

In view of the above, the operational and financial performance of the Company has been adversely impacted during Q1 of FY 2020-21. But an excellent operational performance coupled with a buoyancy in steel and commodity prices worldwide helped the Company achieve its best ever profitability figures in FY2020-21.

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Dividend Distribution Policy Integrated Report In terms of Regulation 43A of the Securities and Exchange Board of In continuation with our commitment to stakeholders, the India (Listing Obligations and Disclosure Requirements) Regulations, Company continues to follow the framework developed by the 2015 (‘SEBI Listing Regulations’), the Board of Directors of International Integrated Reporting Council (IIRC). the Company (the ‘Board’) formulated and adopted a Dividend Distribution Policy which is available on our website at https://www. The governance-based reporting framework of the Integrated Report tatametaliks.com/static-files/pdf/policies/dividend-distribution- seeks to comprehensively present to its stakeholders, financial policy.pdf and non-financial measures being undertaken to create long-term sustainable value by reaching out to various stakeholders. not Dividend only focuses on integrated thinking for decision-making but also The Board has recommended a dividend of ₹4/- per Equity Share on aims to improve the quality of information, enhance accountability 3,15,77,500 Equity Shares of ₹10/- each for FY 2020-21 (previous year and promote a transparent approach to corporate reporting. ₹2.50 per equity share on 2,80,85,000 Equity Shares of ₹10/- each). The adoption of integrated reporting reflects our passion and The dividend pay-out is in accordance with the Company’s efforts commitment towards a cohesive value creation process. to pay sustainable dividend keeping in mind the Long Term Growth Accordingly, your Directors present the 4th Integrated Report of Plans of the Company and enhancing stakeholder value. the Company for the financial year ended March 31, 2021 which The dividend on equity shares is subject to the approval of the highlights the measures taken by the Company that contribute to Members at the ensuing Annual General Meeting (‘AGM’) scheduled long-term sustainability and value creation for all stakeholders. to be held on Monday, August 02, 2021 and will be paid on and from Friday, August 06, 2021. Operations and Performance The dividend, if approved, would result in a cash outflow of ₹1,263.10 Financial & Operational Performance lakhs. The total dividend outgo works out to 5.75% (FY 2019-20: FY2020-21 has been a year of unprecedented challenges and 4.23%) of the net profit of the financial results. uncertainties. However, the Company showed remarkable resilience and came up with one of the best ever operational performances and Pursuant to the Finance Act, 2020, dividend income is taxable in the has recorded it’s highest-ever EBITDA of `397 crore (FY 2019-20: `300 hands of the shareholders effective April 1, 2020 and the Company is crore). The Company also achieved a record Profit Before Tax (PBT) of required to deduct tax at source from dividend paid to the Members `307 crore as compared to `202 crore in FY2019-20. at prescribed rates as per the Income Tax Act, 1961. The huge jump in EBITDA margins and profits despite a near wash The Register of Members and Transfer Books of the Company will out in Q1 due to COVID-19 is primarily attributable to significantly remain closed from July 24, 2021 to August 02, 2021 (both days improved operational efficiencies and cost improvement on the inclusive) for the purpose of payment of the dividend for the upstream side, big jump in market prices for PI and encouraging Financial Year ended March 31, 2021 and the AGM. performance of DIP business during the latter part of the year. The Transfer to Reserves sales volume of ductile iron pipes (DIP) stood at 194 kilo tonnes (Kt) The Board has decided to retain the entire amount of profit for as against 218Kt in the previous year while that of pig iron was 287Kt FY 2020-21 in the statement of profit and loss and no amount is compared to 314Kt in FY20. The lower sales volume compared to proposed to be transferred to the general reserves. previous year was mainly due to the stoppage of despatches in most part of Q1 as a consequence of nationwide lockdown announced by Capex and Liquidity the Government. During the year under review, the Company incurred capital expenditure of `144 Crore, which has been funded through internal State of Company’s affairs accruals. Though the liquidity position did get affected during Q1 FY 2020-21 due to outbreak of COVID-19, the Company successfully Pig Iron (PI) managed its liquidity situation and recovered strongly from Q2; During the year under review, the Company has recorded its best strong cashflows in H2 helped the Company end the year with cash ever operational figures for the Blast Furnace operations in terms of surplus with undrawn lines of both fund-based and non-fund based availability, fuel rates, coal injection and yields. A major reduction in limits sanctioned by banks. fuel rate was achieved owing to several initiatives including higher availability, fewer interruptions in blast furnace operations, increased Management Discussion and Analysis Report injection of oxygen, and other process improvements brought in. The Management Discussion and Analysis Report, in compliance with Regulation 34(2)(e) of SEBI Listing Regulations, forms an integral part The Pulverised Coal Injection (PCI) plant, which was commissioned in of this report and is annexed herewith as Annexure A. FY 2018-19, yielded great results this year with 65-70% improvement in coal injection rates brought about due to higher usage of oxygen, stable furnace operations, etc.

47 Ductile Iron Pipe (DIP) reached out to the affected communities in the area around the plant The DIP business of the Company recorded a reduction of 24% in and provided dry ration and other necessities including medicines. finished pipe production at 187 kt compared to 232Kt in FY 2019- The Company also contributed `100 Lakhs to West Bengal State 20. This is mainly due to reduced number of days available for Disaster Management Authority. production owing to the lockdown in early part of the year; the DIP Post-lockdown, operations continued with strict adherence to SOPs business also got impacted at the customer end due to the pandemic and extensive testing for all employees working in the plant at with limited fund flows from the Government and project sites regular intervals based on contact tracing SOP. Several processes getting intermittently affected due to covid infections. However, the such as third party inspection of finished products, technical services DIP business rebounded strongly in Q4 with major announcements to customers etc. have been carried out virtually to the extent of investments by the Government on Jal Jeevan Mission. Robust practical to avoid visitors at plant. demand of DIP was reflected in Company’s order books reaching a level of 16 to 18 months in Q4 compared to the usual 9 to 12 months. Key Developments COVID-19 Response Change in capital structure The Company began taking precautionary measures a week before During the year under review, the Company issued and allotted the lockdown was announced on March 23, 2020. Employees were 34,92,500 Equity Shares pursuant to conversion of Warrants issued asked to work from home (WFH) to reduce overall footfall. At Plant, to the Promoter, i.e. Tata Steel Limited at a price of ₹642 per Warrant, thermal screening and medical screening for all the employees, by subscribing to one equity share per Warrant of face value of contract labour and visitors were initiated. A COVID-19 awareness ₹10 each, aggregating to ₹224,21,85,000/- (of which 25% was paid campaign was also initiated for the workforce through various on application and balance amount of ₹168,16,38,750/- paid on digital communication channels. A COVID-19 Apex meeting chaired September 25, 2020, towards conversion of Warrants to Equity by the Managing Director was held daily to review the lockdown Shares). As a result, the percentage holding of Tata Steel Limited has situation to take necessary actions. A cross-functional COVID-19 increased from 55.06% to 60.03%. Task Force was constituted that developed & deployed SOPs on the shop floor to ensure safety of the employees. Most employees in Consequently, the paid-up Equity Share Capital of the Company the plant were put on Pod or roster system; several of them were stands increased to ₹31,57,75,000 divided into 3,15,77,500 Equity asked to Work from Home which along with other initiatives such as Shares of ₹10/- each as on the close of the Financial Year 2020-21. staggered sitting arrangement in offices, effective sanitization plan, There was no other change in the capital structure of the Company. etc helped in minimizing exposure of employees and keeping them Scheme of Amalgamation of Tata Metaliks Limited with Tata safe. The company also tied-up with medical labs/centres for regular Steel Long Products Limited COVID-19 testing of employees and visitors in the plant. All visitors, During the year under review, the Board of Directors of the Company, new employees and employees returning from leave were tested and at its meeting held on November 13, 2020, approved a scheme of allowed to enter the plant only if they were declared covid negative. amalgamation of Tata Metaliks Limited into and with Tata Steel Long The Company also put in place a regular testing schedule for its Products Limited. The necessary statutory submissions were made employees especially the front line employees such as those of its to the Stock Exchanges i.e. National Stock Exchange of India Limited Medical unit, Security, Canteen, etc. As on March 31, 2021, more than (NSE) and BSE Limited (BSE). The Company will follow due regulatory 10,000 COVID-19 tests were conducted by the Company of which 354 procedure for approvals and implementation of the Scheme. positive cases were found. There were 31 hospitalization cases with one unfortunate demise. Credit Ratings The Company enjoys a sound reputation for its prudent financial In line with its focus on digital and innovation, various contactless management and its ability to meet financial obligations. The credit and digital solutions were implemented. An Artificial Intelligence rating of your Company for long-term stands at [ICRA] AA- and short- (AI) based application along with alarm system was developed term facilities stands at [ICRA] A1+. Details are provided in Corporate to monitor social distancing and face mask violations. For safety Governance Report. leadership capability building, in-house online training modules were developed and successfully implemented. The Company Sustainability also ensured workforce engagement through virtual meetings, e-workshops, e-learning modules, etc. This not only helped in The core values of the Tata Group remain integral to the Company’s increasing connect with employees & building their morale but also sustainability initiatives to achieve positive value creation across reduce anxiety and mental stress. The Company not only provided stakeholders. This is ensured through a broad spectrum of focused medical assistance, but also arranged special medical insurance interventions in areas of environment management, water against COVID-19 for its employees and provided special covid leave sustainability, carbon reduction, use of alternate fuel and community for employees who were infected with COVID-19 or advised home development. Our strategy of linking our initiatives and priorities quarantine due to contact tracing at work place. with United Nations Sustainable Development Goals (UNSDGs) is calibrated by our sense of purpose to serve our stakeholders. The Company in early-April’20 allocated a COVID-19 fund to provide Various initiatives taken in last few years have not only improved immediate relief to the vulnerable communities including daily our Environment-Social-Governance (ESG) performance but also wage workers who were badly impacted due to the lockdown. The improved the lives of the focused communities. During FY 2020-21 Company’s employees under the guidance of the Plant Leadership we also conducted an internal benchmarking study of ESG practices

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to acknowledge and adopt the best practices and lay our roadmap Machine interface and improve safety in the workplace. The new DI for subsequent years. pipe plant will not only have a high degree of automation but will also have several robots. This will greatly improve safety besides These initiatives also include a holistic framework of focused enhancing productivity and quality of operations. interventions to attain ‘water positive’ status by FY 2024-25. Major interventions undertaken by the Company include local Environment & Climate Change community development in areas of education and essential The Company continued its journey towards minimizing amenities, operating a Skill Development Centre and assisting the environmental impact of its operations. In line with the Tata Group local community during COVID-19 pandemic, to name a few. During Core values, concern for environment under our strategic business the year, the Board has also approved a multi-year “TML 300 schools pillar of ‘Responsible Corporate Citizenship’ is deeply integrated project” to transform access to education of children in the nearby with the Company’s vision & strategy. The manufacturing plant at villages in 2 blocks around the plant thereby making the area child Kharagpur which is ISO 14001, ISO 450001 and SA 8000 certified labour free. continues its journey of operational excellence in harmony with its environment based on the principles of 3 Rs Reduce, Recycle and Additionally, the Company also works on creating awareness on Reuse. The Company strives to create benchmarks in the industry sustainability, sharing best practices and incorporating valuable for sustainable business practices with its focus on air quality, sustainability initiatives on various materiality issues which can have efficiency in usage of materials, water & energy and recycling waste. a positive impact on all stakeholders in the value chain. A comprehensive 18 months air pollution study was carried out in Safety and Health the plant through National Environment Engineering & Research The Company remains committed to its objective of achieving Institute (NEERI) for further improving the air quality index in and Zero harm through a set of well thought out strategies that include around the plant. Actions on NEERI’s interim recommendations are Contractor Management Safety, Process safety, Risk based thinking under implementation while their final report is awaited. Our drive and transforming the mindset of employees to enhance behavioral towards renewable energy is reflected in setting up a 1 MWp Solar safety. power plant and usage of EVs (electric vehicles) inside the plant. The in-house ESG benchmarking study has also helped to get meaningful Before resuming production in mid-May 2020 after the lockdown, insights and recalibrate the interventions. several safety initiatives were undertaken such as - Pre-start up Safety Review, Mock drill to check the preparedness and safe Climate change is one of the most pressing issues the world faces functioning of key assets, etc. A COVID-19 Task Force comprising today and the Company recognizes its obligation to work towards Cross-functional team members was also constituted that developed mitigation of climate change related risks and strives to address a robust COVID-19 protocol for resumption of Plant operations the challenges of transitioning to lower carbon regime. During the and the same was subsequently assessed and reviewed by an year under review, the Board reviewed and adopted a long term Independent Inspection agency . The Company also introduced decarbonisation strategy to achieve its long term goal of becoming several COVID-19 preventive measures such as Pod & roster system carbon neutral in line with United Nations Sustainable Development and work from home for employees to curtail the spread of COVID-19 Goals (UNSDGs) and Science Based Target initiatives (SBTi). infection amongst the workforce. It also put in place an elaborate Customer Relationship system of testing and contact tracing the employees inside the plant The Company’s marketing strategy is built around the planks of for covid with the objective of early detection and treatment. This developing deep customer engagement, differentiated offerings paid rich dividends as the operations of the plant could be continued and leveraging digital to improve the customer experience journey. without much disruption throughout the year despite COVID-19 wave During the year, the Company used virtual platforms to engage peaking in September 2020. with customers and also offered technical services including In order to demonstrate the commitment of the Top Management technical knowledge sharing sessions with both domestic and towards the importance of safety, the Senior Leadership Team exports customers. Several customer webinars and interactions with continued to actively engage in Line walks on the shop floor; this channel partners were held during the year. Restructuring of the along with Special Rewards & Recognition for employees displaying PI distribution channels in key markets began to show results with the right behaviour and taking initiatives on Safety have helped improved customer understanding and intimacy. The Company also promote safety culture at the shop floor. Efforts towards Hazard successfully converted its PI sales into cash business which has had a Identification and Risk Assessment (HIRA) in new recalibrated HIRA significant impact on the working capital management. matrix and initiation of Process Safety Risk Management Process Regular usage of data analytics tools such as pricing analytics has in critical processes are helping develop a Risk based approach to helped the Company in sharpening its pricing & improving revenue Safety which will give a thrust to our goal of Zero harm. Initiatives generation in the market. The Company initiated the deployment of were also taken to enhance competency of the service providers a leading Customer Relationship Management (CRM) platform which through “Contractor Safety Management System”. This includes along with its integration with the Enterprise Resource Planning specific training imparted to Safety Supervisors of service providers platform, SAP HANA, will yield significant benefits through improved in association with JN Tata Vocational Training Institute (JNTVTI). visualization & data analytics and enhanced customer experience. As part of our Digital Transformation Journey, several initiatives This platform will also incorporate the Customer Complaint including deployment of Robotics, use of AI based system and Virtual Management process which will help in faster resolution of Reality (VR) based training are being deployed to reduce Employee- complaints and better customer satisfaction. The Company continues

49 to promote its Tata eFee and Tata Ductura as premium brands which accurate information regarding the operations and performance, offers value to its customers. leadership, and governance of the Company for our stakeholders at large. Corporate Social Responsibility The Corporate Social Responsibility (‘CSR’) initiatives of the Company In line with the SEBI Listing Regulations, Corporate Governance is embodied in its value chain and aligned with the core purpose of Report along with the Certificate from a Practicing Company the Tata Group. The Company is committed to improve the quality Secretary, certifying compliance with conditions of Corporate of life of its communities through long-term value creation for all its Governance, is annexed to this report as Annexure C. Stakeholders. Meetings of Board and Committees of Board In addition to the response to COVID-19 reported earlier, the The Board of Directors met 8 (eight) times during the year. The Company continued with its focused interventions in the areas of intervening gap between 2 (two) consecutive meetings was well Education and Essential amenities which include projects in the within the period prescribed under the Companies Act, 2013 (“Act”) areas of health, sanitation, water conservation & sustainability. and the SEBI Listing Regulations. The Committees of the Board Further, the Company also engaged with the community to develop usually meet prior to the Board meeting or whenever the need arises Entrepreneurs through formation of self-help groups in partnerships for transacting their respective businesses. Details of composition, with other organisations such as NABARD. The Company has meetings held and attendance at such meetings of the Board and its partnered with Tata Strive to impart quality training at its Skill Committees are provided in the Corporate Governance Report. Development Centre with the objective of making the students Selection of New Directors and Board Membership Criteria employable. and Policy on Appointment and Remuneration of Directors, The CSR activities are carried out through ‘Sadbhavna Trust’. In terms Key Managerial Personnel and other Employees of Section 135 of the Companies Act, 2013 and the Rules framed there The Company has a well-defined policy for appointment of Directors, under, brief outline of the CSR policy and the prescribed details are Key Managerial Personnel (KMP) and other employees including their part of the Annual Report on CSR activities annexed to this report as remuneration. The Nomination and Remuneration Committee (NRC) Annexure B. The CSR Policy adopted by the Company can be viewed functions in consultation with the Board and follows the guidelines at https://www.tatametaliks.com/static-files/pdf/policies/Corporate- of this policy in letter and spirit while selecting candidate(s) for Social-Responsibility-Accountability-Policy.pdf. For other details, appointment of Director(s) and / or KMP(s). The NRC recommends please refer to the Corporate Governance Report, which forms part of suitable candidates to the Board, based on their qualifications, this report. positive attributes and experiences for Board Membership. The salient features of the Policy are: During the year, the Company has launched a unique Education initiative called “ TML 300 Schools project” which aims to ensure • It acts as a guideline for matters relating to appointment and re- over a 5 year period that all children in the age group of 5-15 years appointment of Directors in the defined area covering two blocks near the Plant are provided • It contains guidelines for determining qualifications, positive quality education and the area becomes child labour free. The water attributes of Directors, and independence of a Director sustainability project, launched last year, targets the nearby 25 villages by building ponds, nullahs and other water conservation • It lays down the criteria for Board Membership and recharging structures. This is in line with the objective of making • It sets out the approach of the Company on Board diversity water available to the community and ensuring that the Company becomes ‘water positive’ by FY 2024-25. These two ambitious 5 year • It lays down the criteria for determining independence of a projects are expected to create a significant positive impact on the Director, in case of appointment of an Independent Director community near the Plant. The Policy is available on our website at https://www.tatametaliks. We are also happy to report that despite COVID-19 constraints, the com/static-files/pdf/policies/TML-NRC-policy.pdf employees clocked 4,289 Employee Volunteering (EV) Hours. During Familiarization Programme for Independent Directors the year under review, a sum of `422.40 lakh was contributed to the In compliance with the provisions of the SEBI Listing Regulations, Sadbhavna Trust for CSR and Affirmative Action initiatives against the your Company facilitates various programmes/ awareness sessions minimum statutory requirement of `422.40 lakh for the year under to familiarise Independent Directors with respect to the nature of the review. industry in which the Company operates, business model the roles, Corporate Governance rights and responsibilities of Independent Directors etc. Details of the familiarization programmes for the Independent Your Company remains committed to raise the bar in adopting and Directors are provided in the Corporate Governance Report, annexed adhering to transparent and ethical corporate governance practices. herewith, and the policy as adopted by your Company is also The Company’s approach to Corporate Governance extends across available on our website at https://www.tatametaliks.com/static-files/ its value chain to create long term value for its stakeholders. The pdf/policies/policy-prog-director.pdf practices reflect the Group values and ethos, organization culture, polices and our relationship with various stakeholders. As a During the year under review, no new Independent Directors were responsible organization, we ensure timely disclosures to provide inducted to the Board.

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Board Evaluation (‘KMPs’) and all other employees of the Company. The policy aims to The Board evaluated the effectiveness of its functioning, that of the ensure that the level and composition of remuneration for Directors, Committees and of individual Directors, pursuant to the provisions of KMPs and other employees is reasonable and aligned to market the Act and SEBI Listing Regulations. to attract, retain and motivate them. The remuneration involves a balance between fixed and variable pay reflecting short and long- The Board sought the feedback of Directors on various parameters term objectives of your Company. including: The salient features of the Policy are: • Degree of fulfillment of responsibilities towards key stakeholders (by way of monitoring corporate governance practices, • It lays down the parameters based on which payment of participation in the long term strategic planning, etc.); remuneration (including sitting fees and remuneration) should be made to Independent Directors and Non-Executive Directors. • Structure, composition and role clarity of the Board and Committees; • It lays down the parameters based on which remuneration (including fixed salary, benefits and perquisites, bonus / • Extent of co-ordination and cohesiveness between the Board performance linked incentive, commission, retirement benefits) and its Committees; should be given to whole-time directors, KMPs, and employees. • Effectiveness of the deliberations and process management; • It lays down the parameters for remuneration payable to • Board/Committee culture and dynamics; and Directors for services rendered in other capacity. • Quality of relationship between Board Members and the During the year under review, there has been no change in the Management. Policy. The said policy is available on our website at https://www. tatametaliks.com/static-files/pdf/policies/TML-NRC-policy.pdf. The Chairman of the Board and Chairman of Nomination and Remuneration Committee (NRC) sought one-on-one feedback Particulars of Employees from all Directors. The feedback sessions were conducted to obtain Disclosures pertaining to remuneration and other details as required inputs on, inter-alia, the effectiveness of the Board and its various under Section 197(12) of the Act read with Rule 5(1) of the Companies Committees. The above criteria are based on the Guidance Note on (Appointment and Remuneration of Managerial Personnel) Rules, Board Evaluation issued by the Securities and Exchange Board of 2014 are annexed to this Report as Annexure D. In terms of the India on January 5, 2017. provisions of Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Additionally, the evaluation process compared the evaluation reports Personnel) Rules, 2014, a statement containing names and other of earlier years and reviewed the areas where improvements have related particulars of employees drawing remuneration in excess of been made and the areas where further improvement is desired. the limits set out in the said Rules forms part of this report. The Independent Directors had their meeting on March 15, 2021 Directors and reviewed, inter-alia, the performance of the Non-Independent Re-appointment of Director retiring by rotation Directors and the Board as a whole including the Chairman of the In terms of the provisions of Section 152 of the Act read with Article Board. The feedback of the Independent Directors was shared with 110 of the Articles of Association of the Company, Mr. Sanjiv Paul the NRC. (DIN:00086974), NED, will retire by rotation at the ensuing AGM and is The NRC reviewed the performance of the individual Directors eligible for re-appointment. and the Board as a whole. In the Board meeting that followed the The necessary resolution for re-appointment of Mr. Paul forms part meeting of the Independent Directors and the meeting of NRC, the of the Notice convening the AGM. The Board recommends and seeks performance of the Board, its committees, and individual Directors your support in confirming re-appointment of Mr. Paul. The profile was discussed. and particulars of experience, attributes and functional expertise that The evaluation process found the overall performance of the qualify him for Board Membership are duly disclosed in the Notice Board satisfactory in working cohesively as a team and guiding the convening the AGM. Company to attain its growth vision. The Board also appreciated Independent Directors’ Declaration and bestowed full confidence in the Chairman and the Management The Company has received the necessary declaration from each in guiding the Company through various challenges to be one Independent Director (IDs) in accordance with Section 149(7) of the of the best performing companies amongst the Tata Steel group Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, companies. This was also reflected in your Company being declared that he/she meets the criteria of independence as laid out in the “Industry Leader” by the Tata Business Excellence Group in its Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Business Excellence Model assessment in FY’21, something achieved Regulations. by only a handful of Tata Group companies. In the opinion of the Board, as per the confirmations received from Remuneration Policy for the Board and other Employees the IDs, there has been no change in the circumstances which may Based on the recommendations of the NRC, the Board has approved affect their status as IDs of the Company and the Board is satisfied the Remuneration Policy for Directors, Key Managerial Personnel

51 of the integrity, expertise, and experience (including proficiency to these changes, the Company has an agile and responsive risk in terms of Section 150(1) of the Act) of all IDs on the Board. management framework for identifying, prioritising and mitigating Further, in terms of Section 150 read with Rule 6 of the Companies risks which may impact attainment of short and long-term business (Appointment and Qualification of Directors) Rules, 2014, as goals of the Company. amended, IDs of the Company have included their names in the data The risk management framework, based on the holding Company’s bank of Independent Directors maintained with the Indian Institute Group risk management process, is aligned with strategic planning, of Corporate Affairs. deployment and capital project evaluation process of the Company Key Managerial Personnel on a proactive basis. The process aims to analyse internal and Pursuant to Section 203 of the Act, Mr. Sandeep Kumar, Managing external environment and manage economic, financial, market, Director, Mr. Subhra Sengupta, Chief Financial Officer, and Mr. Sankar operational, compliance, sustainability and business continuity risks Bhattacharya, Chief – Corporate Governance & Company Secretary and capitalises opportunities for business success. The development were designated as Key Managerial Personnel (‘KMP’) of your and implementation of risk management policy has been covered in Company as on March 31, 2021. the Management Discussion and Analysis, which forms part of this report. There has been 1 (one) change in the office of KMPs since the close of the financial year and the date of this report. Mr. Sankar Bhattacharya The Company periodically reviews the identified key risk areas, resigned from the office of Company Secretary effective April 08, mapped and linked with operational objectives. These risks are 2021. Consequently, upon the recommendation of the NRC, the periodically revisited against their respective mitigation plans. Board, at its meeting held on April 14, 2021, unanimously approved The Board has a separate Risk Management Committee consisting the appointment of Mr. Avishek Ghosh (ACS No. 44347), as the of Directors and a management representative, responsible for Company Secretary and Compliance Officer of the Company effective monitoring and reviewing the risk management plan and ensuring April 14, 2021. its effectiveness. The Audit Committee also has additional oversight in the area of financial risks and controls. The major risks identified by Accordingly, Mr. Sandeep Kumar, Managing Director, Mr. Subhra the businesses and functions are systematically addressed through Sengupta, Chief Financial Officer, and Mr. Avishek Ghosh, Company mitigating actions on a continuing basis. The Committee meets Secretary and Compliance Officer, are designated as KMP of your at periodic intervals and monitors, evaluates and strengthens the Company as on April 14, 2021. effectiveness of risk management framework of the Company. Audit Committee Vigil Mechanism / Whistle Blower Policy The Audit Committee is duly constituted as per the provisions of the The Company has a well-defined Vigil Mechanism policy in place Act, applicable Rules framed there under read with the SEBI Listing that provides a formal process for all Directors, employees, business Regulations. The primary objective of the Committee is monitoring associates and vendors of the Company to approach the Ethics and supervising the Management’s financial reporting process Counsellor/ Chairman of the Audit Committee. Due awareness to ensure accurate and timely disclosures with highest levels of is made across the organization and business partners to enable transparency, integrity and quality of financial reporting. During the anyone to make protective disclosures about any unethical financial year, there has been no instance where the Board has not behaviour, actual or suspected fraud or violation of the Tata Code accepted any recommendation of the Committee. of Conduct (TCoC). During the year under review, no person has The Committee comprises of Mr. Krishnava Dutt (Chairman), been denied access to the Chairman of the Audit Committee. In Dr. Pingali Venugopal, Ms. Samita Shah and Mr. Amit Ghosh. The addition, Directors, employees, and vendors, may approach the Committee met 6 (six) times during the year under review. Details of Ethics Counsellor to make any such protected disclosure. During terms of reference of the Committee, number and dates of meetings the year under review, the Company also undertook a series of held and attendance of Members during the year are part of the communication and training programmes for various stakeholders. Corporate Governance Report. The Whistle Blower Policy is an extension of the TCoC which requires Internal Control Systems every Director/ employee/business associate/ vendor to promptly The Board is responsible for ensuring that Internal Financial Controls report to the Management any actual or possible violation of the (IFC) are laid down in the Company and that such controls are TCoC or any event which he or she becomes aware of, that could adequate and operating effectively. affect the business or reputation of the Company. The said policy is available on the Company’s website at www. tatametaliks.com/static- The Company’s IFC framework is commensurate with the size, scale files/pdf/policies/whistleblower-policy.pdf. and complexity of the operations of the Company. The details of the IFC framework and their adequacy are included in the Management During the year under review, the Company received 1 (one) whistle- Discussion and Analysis Report. blower complaint which was duly investigated and resolved. Risk Management Disclosure as per Sexual Harassment of Women at Workplace Amidst various micro and macro uncertainties and volatile business (Prevention, Prohibition and Redressal) Act, 2013 environment, the Company faces frequent changes in technology, The Company has zero tolerance towards sexual harassment at geo-politics, financial markets, regulations, etc. which affect the the workplace. The Company has adopted a policy on prevention, value chain at large. To build a sustainable business that can respond prohibition and redressal of sexual harassment at workplace in line

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with the provisions of the Sexual Harassment of Women at Workplace Accordingly, pursuant to the provisions of Section 134(3)(c) read with (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made Section 134(5) of the Act, the Board, to the best of its knowledge and there under. All employees (permanent, contractual, temporary, ability, confirms that: trainees, etc.) are covered under this Policy. a) in the preparation of the annual accounts, the applicable The Company has complied with the provisions relating to the accounting standards have been followed along with proper constitution of the Internal Complaints Committee as per the Sexual explanation relating to material departures; Harassment of Women at Workplace (Prevention, Prohibition and b) they have selected such accounting policies and applied them Redressal) Act, 2013. consistently and made judgments and estimates that are During the year under review, the Company received 1 (one) reasonable and prudent so as to give a true and fair view of the complaint of sexual harassment in the later part of Q4. As on the date state of affairs of the Company at the end of the financial year of this report, the investigation has been completed and the matter is and of the profit of the Company for that period; due for final resolution shortly. c) they have taken proper and sufficient care for the maintenance Related Party Transactions of adequate accounting records in accordance with the In compliance with the Act and the SEBI Listing Regulations, the provisions of this Act for safeguarding the assets of the Company has formulated a Policy on Related Party Transactions Company and for preventing and detecting fraud and other (RPTs) and manner of dealing with RPTs which is available on the irregularities; Company’s website at the link: https://www.tatametaliks.com/static- d) they have prepared the annual accounts on a going concern files/pdf/policies/rpt-policy.pdf basis; All transactions with related parties during FY 2020-21 were reviewed e) they have laid down internal financial controls in the Company and approved by the Audit Committee and were at Arm’s Length and that such internal financial controls are adequate and were Price (ALP) and in the Ordinary Course of Business (OCB). Prior operating effectively; and omnibus approval was obtained for all RPTs which were of repetitive nature and entered in the OCB and on an ALP basis. The transactions f) they have devised proper systems to ensure compliance with entered into pursuant to the omnibus approval so granted were the provisions of all applicable laws and that such systems were reviewed by Audit Committee on quarterly basis. adequate and operating effectively. Pursuant to the third proviso of Section 188(1) of the Act, the Business Responsibility Report compliance with the provisions of Section 188(1) is not applicable, SEBI requires companies to prepare and present to stakeholders where all RPTs are carried out in the OCB and under ALP basis. a Business Responsibility Report (‘BRR’) in the prescribed format. Accordingly, the disclosure of RPTs as required under Section 134(3) Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, the top 1,000 listed companies (based on market capitalisation 2014 in Form AOC-2 is not applicable to the Company for FY 2020- calculated as on March 31 of every financial year) is required to 21. However, the said disclosure is enclosed as Annexure E since prepare a BRR, describing the initiatives taken by the Company from there were 3 (three) material RPTs in FY 2020-21 under SEBI Listing an environmental, social and governance perspective, in the format Regulations. as prescribed by SEBI. Details of RPTs entered into by the Company, in terms of Ind AS-24 SEBI, however, allows companies to follow an internationally are disclosed in notes to the financial statements forming part of this recognized framework to report on the initiatives undertaken by the Integrated Report. There was no other material RPTs entered into by Company on environmental, social, and governance perspective. the Company with its Promoters, Directors, KMPs or other designated Further, SEBI has on February 6, 2017, advised companies that are persons during FY 2020-21, except those reported in the financial required to prepare BRR to transition towards an Integrated Report. statements. None of your Directors or KMPs had any pecuniary As stated earlier in the Report, the Company has followed the relationships or transactions with the Company during FY2020-21, framework of the IIRC to report on all the six capitals that are used to other than remuneration as disclosed elsewhere in the report. create long-term stakeholder value. Our Integrated Report has been assessed and Bureau Veritas has provided the required assurance. We Approval of Members is being sought for 3 (three) material RPTs for are also enclosing the BRR as Annexure F to this Report. The same is FY 2021-22 at the ensuing AGM. available on our website at https://www.tatametaliks.com/static-files/ Directors’ Responsibility Statement pdf/annual-report/BR-Report-20-21.pdf Based on the framework of IFC established and maintained, the work Subsidiaries, Joint Ventures and Associates performed by the internal, statutory and secretarial auditors and The Company does not have any subsidiary, associate or joint venture external consultants, including the audit of internal financial controls company as on March 31, 2021. Accordingly, the requisite disclosure over financial reporting by the statutory auditors and the reviews as per Section 129(3) of the Act in Form AOC-1 is not applicable. performed by management and the relevant Board committees, including the audit committee, the Board is of the opinion that the Auditors Company’s internal financial controls were adequate and effective Statutory Auditors during FY 2020-21. Members of the Company at the 27th Annual General Meeting held on July 26, 2017, approved the appointment of Price Waterhouse &

53 Co Chartered Accountants LLP, Chartered Accountants (Registration out-of-pocket expenses payable to the Cost Auditors for the Financial No.304026E/ E300009), as the Statutory Auditors of the Company for Year ending March 31, 2022. a term of 5 (five) consecutive years commencing from the conclusion Auditors’ qualification of 27th AGM until the conclusion of 32nd AGM of the Company to be No qualifications, reservations, adverse remarks or disclaimers are held in the year 2022, subject to ratification of their appointment by provided in the reports by the Statutory Auditors, Secretarial Auditor Members at every AGM, if so required under the Act. and Cost Auditors respectively. In terms of the provisions relating to statutory auditors forming part Annual Return of the Companies Amendment Act, 2017, notified on May 7, 2018, The Annual Return for financial year 2020-21 as per provisions of the ratification of appointment of Statutory Auditors at every AGM is Act and Rules in Form MGT-7 thereto, is available on the Company’s no more a legal requirement. Accordingly, the Notice convening website at https://www.tatametaliks.com/static-files/pdf/annual- the ensuing AGM does not carry any resolution on ratification of return-mgt7-20-21.pdf. appointment of Statutory Auditors. Significant and Material Orders Passed by the Regulators or The report of the Statutory Auditor forms part of the Integrated Courts Report and Annual Accounts 2020-21. During the year under review, There has been no significant and material order(s), passed by any the Auditors did not report any matter under Section 143(12) of the Regulator(s) or Court(s) or Tribunal(s), impacting the going concern Act, therefore no detail is required to be disclosed under Section status of the Company’s operations. However, Members’ attention is 134(3)(ca) of the Act. drawn to the statement on contingent liabilities and commitments in Secretarial Auditor the notes to the Financial Statements. In compliance with provisions of Section 204 of the Act and the No material changes and commitments have occurred after the Companies (Appointment and Remuneration of Managerial close of the financial year till the date of this Report which affects the Personnel) Rules, 2014, the Board, upon the recommendation of financial position of the Company for the reporting period. the Audit Committee, had approved the appointment of Mr. P. V. Subramanian, Company Secretary in Whole-time-Practice [C.P. No. Particulars of Loans, Guarantees or Investments 2077, ACS 4585], as the Secretarial Auditor of the Company for the Particulars of loans, guarantees given and investments made Financial Year ending March 31, 2021. The Secretarial Audit Report during the year under review in accordance with Section 186 of the for the financial year ended March 31, 2021, in Form MR-3, forms an Companies Act, 2013 is annexed to this report (Annexure H) integral part of this report and is annexed herewith as Annexure G. Energy Conservation, Technology Absorption and Foreign Cost Auditors Exchange Earnings & Outgo Pursuant to the provisions of Section 148 of the Act and the Details of energy conservation, technology absorption and foreign Companies (Cost Records and Audit) Rules, 2014, the Company is exchange earnings and outgo are annexed herewith as Annexure I. required to maintain its cost records and get the same audited by a Deposits Cost Accountant in practice. Accordingly, the cost records are made The Company has not accepted any fixed deposits nor does the and maintained by the Company as required under Section 148(1) of Company have any outstanding deposits under Section 73 of the Act, the Act. read with the Companies (Acceptance of Deposit) Rules, 2014 as on The Board has, based on the recommendation of the Audit the date of the Balance Sheet. Committee, approved appointment of Messrs. Shome & Banerjee, Other Disclosures Cost Accountants (Firm Registration No: 000001) as the Cost Auditors The Company has devised proper systems to ensure compliance with of the Company for the Financial Year ending March 31, 2022. the provisions of all applicable Secretarial Standards issued by The Messrs. Shome & Banerjee have vast experience in the field of cost Institute of Company Secretaries of India and that such systems are audit and have been conducting the audit of the cost records of the adequate and operating effectively. Company for the past several years. Pursuant to Section 148 of the No disclosure or reporting is made in respect of the following items Act, read with Rule 14(a)(ii) of Companies (Audit and Auditors) Rules, as there were no transactions or change during the year under 2014, ratification of the remuneration payable to the Cost Auditors review: (as recommended by the Audit Committee and approved by the Board) is being sought from the Members of the Company at the • There was no revision in the financial statements other than as ensuing AGM. The details of the same are provided in the Notice required to be done as per Ind AS; and convening the AGM. We seek your support in ratifying the proposed • There was no change in the nature of business. remuneration of `3 lakh plus applicable taxes and reimbursement of

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Awards and Accolades Acknowledgements Your Directors are happy to report that the Company was bestowed Your Directors take this opportunity to thank its Stakeholders, with several awards during the year. Noteworthy ones are mentioned i.e. Members, Customers, Vendors, Dealers, Investors, Business below: Associates and Bankers, for their continued support during the year. They place on record their deep sense of appreciation for the • “Best Governed Company ” in the Listed Segment, Medium contribution made by Senior Leadership team and employees at all Category by Institute of Company Secretaries of India (ICSI) at the levels across the organisation. The resilience to meet and successfully ICSI National Awards for Excellence in Corporate Governance. overcome several challenges was possible due to their hard work, • Declared in the league of “Industry Leader” within the Tata Group solidarity, co-operation and support. at the Tata Business Excellence Model (TBEM) Assessment; Your Directors also express their gratitude towards Government of • League of American Communications Professionals (LACP) India, State Government of West Bengal and other states in India, awarded the Integrated Report FY-20 as: concerned Government departments & agencies and regulatory authorities for their continued support. − 20th Best Integrated Report (worldwide) − Platinum award for Integrated Report (worldwide) “up to $1 billion revenue” category On behalf of the Board of Directors − Special achievement Silver award for Financial disclosure Sd/- • 4.5 Star Award at the 13th CII Energy Conservation Award Koushik Chatterjee (ENCON) 2020 in the large scale category. Place: Mumbai Chairman Date: April 14, 2021 DIN: 00004989 • Sinter Plant Team ranked 3rd and Logistics team secured 1st Runner up position in 20th National Supervisory Skill Competition.

55 ANNEXURE A MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A. Overview India’s GDP growth fell from 6.1% in fiscal 2018-19 to a 11-year low of 4.2% in fiscal 2019-20 which subsequently contracted This operating and financial review is intended to convey the by 8% in fiscal 2020-21 due to the impact of COVID-19. Even Management’s perspective on the financial and operating as the economy navigated a deep, though temporary drop in performance of the Company as on the close of the Financial economic activities, it started seeing an uptrend in inflation Year 2020-21. This Report is to be read in conjunction with posing major challenge for the policy makers. The nationwide the Company’s financial statements, the schedules and notes lockdown and supply disruption resulted in overall inflation thereto and the other information included elsewhere in the reaching 7.6% in October 2020. Integrated Report. The Company’s financial statements have Worldsteel reported that China continues to lead global crude been prepared in accordance with Indian Accounting Standards steel production with production in 2020 reaching 1,053 Million (‘Ind AS’) complying with the requirements of the Companies Tonnes (Mt), up by 5.2%. China’s share of global crude steel Act, 2013 (‘Act’), as amended and Regulations issued by the production increased from 53.3% in 2019 to 56.5% in 2020. Securities and Exchange Board of India (‘SEBI’) from time to India’s crude steel production for 2020 was 99.6 Mt down by time. 10.6% as compared to 2019. China remained world’s largest B. External environment, industry structure and crude steel producer in 2020 followed by India (99.6 Mt), Japan development (83.2 Mt), Russia (73.4 Mt) and the USA (72.7 Mt). Closure of production units, customers being hit by shutdowns, The COVID-19 pandemic led to an economic contraction in disrupted supply chains, declining stakeholder confidence 2020 that was both sudden and deep compared to the previous and delayed investment/projects, not only impacted global global crises. The global economy contracted 3.3%, advanced consumption activity severely but also volatility in financial economies contracted 4.7% whereas the emerging economies markets coupled with falling oil prices further impacted and developing markets contracted by 2.2%. China was the only the steel industry at large. The recovery path from the crisis major economy that grew by 2.3% in 2020. As the Coronavirus continues to depend on the economic stability, success pandemic spread its onslaught with millions of people suffering of vaccination, and controlling second wave of COVID-19. and losing lives, it led to widespread disruption of global trade The manufacturing sector has rebounded faster than other and commerce. With forced shutdowns, disarray in production, industries, but supply chain disruptions including steep uncertainties in supply chains, early days of COVID-19 (in the rise in ocean freight continue to pose challenges. The Steel months of March to July 2020) were by far the most challenging industry, however, has demonstrated strong resilience and is for the country. Businesses had to re-calibrate their strategies on an upward trajectory which is driven by strong growth in and increase their agility to respond to such an unexpected China as also cyclical revival. With several restructuring and challenge, in order to stay relevant in the post-COVID-19 world. consolidation activities on the anvil, recovery is expected to be Reeling from the effects of a global disruption, the country’s quick, giving India the impetus to be among the brightest spots industrial production witnessed a steep decline in April in the world’s steel industry with rising steel production. 2020. The current Global Production Index has also taken a substantial beating compared to pre-pandemic levels though Pig Iron and DI pipe businesses of the Company are largely the trajectory of the decline slowed & recovery has started driven by GDP growth at the macro-level. Volatile global towards the latter part of the year 2020-21. Total industrial and domestic iron & steel production heavily impacted both capacity utilization did, however, improve substantially from businesses initially in Q1 FY 21. Pig Iron business recovered the second half of 2020. Most economies around the world early on the back of a resurgence in Steel & commodity prices. have contracted in FY 2020-21 and it may take at least 12-18 Diversion of funds by the Government towards COVID-19 months to recover from this unprecedented disruption and relief and the impact of the 1st wave adversely impacted the uncertainties. A few economies such as India with younger water Infrastructure projects which in turn affected the DI pipe population may take less time compared to others in the West. deliveries; however, the situation started improving towards the China’s GDP, however, grew over 2% in 2020, making China end of Q3 culminating in a strong Q4 of FY 2020-21 and taking the only major economy in the world to avoid a contraction. the momentum into the new Fiscal year. Most businesses started recovering from the latter part of the Coal and coke, key raw materials for production of hot year with a few sectors witnessing strong tailwinds for growth. metal, experienced volatilities in prices throughout the year With a second wave of the COVID-19, global economic stability impacting our input costs. Coke prices increased substantially continues to remain uncertain. from ~US$260/t levels in Q1 FY 2020-21 rising to ~US$450/t in

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February 2021 and finally closing the year at ~US$380/t CFR chains responded well to overcome the liquidity crisis and India. However, the coking coal prices did not show a similar various operational uncertainties. The DIP business rebounded uptrend leading to a significant price gap between converted strongly in Q4 and closed the financial year with sales of 194Kt coke and market coke. The company managed the situation as compared to 218Kt in the previous year despite the aforesaid quite well with ~90% of its coke supplies being sourced challenges. either from its captive coke manufacturing facility or from the The medium to long term outlook in the DI pipe business Tata Steel Group. The net fuel rate in the blast furnaces was remains very encouraging with the Government’s 180% significantly reduced and coal injection was enhanced to the increase in budgetary allocation in water sector for ‘Jal Jeevan highest ever average levels in both the furnaces. This, along Mission’ in FY 2021-22. With such scale of proposed investment with smart buying from the Raw Material procurement team by Central and State Governments in the water sector, next kept the fuel cost well within control. The international iron ore few years will provide great opportunities for the pipe industry fines price too continued to remain volatile during FY 2020-21; in general and DI pipe industry in particular. The Company prices moved up from ~`1,150/t to ~`4,050/t level and finally is committed to complete its DI pipe expansion project at closing the year at ~ `2,980/t (OMC price). the earliest but in 2 phases with the 1st phase likely to be India, as a major Pig Iron (PI) manufacturer and exporter in the completed by end of Fiscal year 2021-22. world, was already reeling under poor demand in Q4 FY2020-21. COVID-19 pandemic and associated lockdowns coupled with C. Impact of COVID-19 labour unavailability in foundries resulted in a steep fall in the As already reported in FY 2019-20, the outbreak of COVID-19 demand in Q1 FY-21. However, export of PI helped mitigate the disrupted businesses across the country. The manufacturing shock to some extent in Q1 FY-21 as many large manufacturers operations of the Company’s plant in Kharagpur, West Bengal, diverted large supplies to export market. was also impacted due to the suspension of the operations Not surprisingly, the domestic Foundry Grade (FG) PI prices from latter part of March ’20, till its gradual commencement in a witnessed a sharp drop in Q1 FY 21 across major markets due to staggered manner from May 12, 2020 onwards, adhering to the almost negligible domestic demand hamstrung by the supply Government guidelines and developing robust protocols for chain disruptions. PI prices started to recover from July 2020 resumption and continuity of business. backed by increase in Steel & commodity prices. Deliveries, The overall impact on the operations of the Company due to which commenced slowly in May 2020, gradually picked up the above suspension and the underlying financial impact was from June 2020. PI demand improved considerably from Q3 FY significant in the Apr-June’20 quarter with the Company going 21 due to reopening and ramping up of operations in all major into red for the first time after several years. The Company foundry clusters upto ~ 90%+ utilization levels. The domestic PI quickly shifted gears and focused on conserving cash and prices also moved up considerably giving the Company much ensuring adequate liquidity for its operations that were needed tailwinds to weather the challenges. gradually ramping up. The expansion project was slowed down Amidst the various challenges including curtailed operating with major efforts directed at health & safety of the workforce. days in FY 2020-21 due to lockdown/restrictions, the Company The Company assessed the impact of COVID-19 related was resilient and did well to sell 287Kt in FY 2020-21 as lockdown on the carrying value of fixed assets, receivable, compared to 314Kt in the previous year. inventory, current liquidity position, future business condition DI pipe (DIP) demand, which is driven by investments in and cash flow as at the balance sheet date and concluded water, sanitation and irrigation infrastructure projects of the that no material adjustments are required in the financial Government, was impacted after the nationwide lockdown with statements. However, the Company will continue to monitor award of new projects witnessing a complete halt in Q1 in most any material changes to future economic conditions. states as funds were diverted from water sector to healthcare. The Response to COVID-19 and the CSR efforts are detailed in The DIP industry endured severe stress due to limited the Board’s Report. availability of orders available for dispatch and fund clearances from the Government. Challenges were further increased with D. Opportunities and Threats poor availability of new projects which resulted in aggressive pricing by peers, leading to the industry facing downward price India is the second largest castings producer in the world. Its movements. Major export markets such as South East Asia (SEA) castings industry is driven by robust demand in the Engineering also remained closed for business in Q1. sector through Make-in-India scheme (Atmanirbhar Bharat), auto & auto-components, railways, defense and sanitary However, the situation improved slowly from the middle of Q2 castings. Therefore, the Company can leverage various and order bookings witnessed a visible momentum from Q3 strengths and competitive advantage of the opportunities in with various Government projects picking up. Dispatches were foundry grade PI business by offering differentiated products restored to almost pre-COVID-19 levels only in Q4 and supply & services such as consistency in chemistry, customised PI

57 offerings (with various specification for silicon, manganese, Details of significant changes (i.e. change of 25% or more as sulphur & phosphorous), technical service, lower energy compared to the immediately previous financial year) in key consumption by use of our PI brand, Tata eFee, customer- financial ratios, along with detailed explanations are provided centric distribution channel and providing unique customer hereunder: experience through our newly implemented Customer Key financial ratios Relationship Management (CRM) solution. SL. with significant Change % Reason No. India’s PI production hit an all-time low in April 2020. PI prices change Y-O-Y are influenced by the volatility in raw material prices such as 1 Operating Profit 42 Lowest ever net fuel rate iron-ore, Coking coal & Coke as also to some extent by the price margin coupled with operational variations in other commodities including Scrap & Steel prices. 2 Net profit margin 42 efficiency resulted in increased profitability coupled with Besides the raw material threat, recession in some of its demand higher prices and decline in raw driving sectors such as automobile and over supply due to material costs large scale production of PI by integrated steel producers could 3 Debt Equity Ratio (63) Focused approach towards adversely impact the foundry grade PI industry too. Some debt reduction part of this threat has been mitigated by the Company as its 4 Current Ratio 84 Significant reduction in short exposure to coke volatility is minimised in view of in-house term borrowings coke manufacturing and long-term purchase agreement with 5 Interest Coverage 97 Increased operating margins Tata Steel. The prices of PI have moved up at the year-end Ratio and debt pay-offs resulting in owing to higher demand from user industries. lower interest cost Governments across the globe are taking measures to 6 Return on net Nil - meet the growing demand for water. Rapid urbanization in worth emerging economies has significantly fueled the demand for infrastructure services such as roads, transportation, electric E. Outlook and power supply, water supply, and sanitation. Further, due Outbreak of COVID-19 has changed the way we do business and to a rise in migration rate of the population towards urban its impact may be high in the short term. Outlook of both PI and centers, the demand for DI pipes for waste water treatment has DI Pipe businesses is quite sanguine with both a strong cyclical also increased. DI pipe market is poised to grow at a healthy recovery of the Iron & Steel industry as also a renewed thrust CAGR for the next five years in view of significantly increased by the Government on Infrastructure particularly in the Water budgetary outlay for the water sector by the Government. & Sanitation sector. It is expected that PI demand in FY 2021-22 On the production side, the benefits of the coke oven may increase in line with the GDP growth of the country as the expansion and the 15 MW captive power plant project will Engineering Industry gets a fair boost with full recovery of the accrue from FY 2021-22 onwards after commissioning of DIP economy. The DI pipe demand could be significantly higher expansion project. in FY 2021-22 due increased outlay by the Government in this year’s budget in the water sector. In fact, the outlook of DIP E. Operational and Financial Performance demand for next 5 years is very strong with the Government’s announcement of robust investment through its flagship Hot metal production in FY 2020-21 was 4.66 lakh tonnes (Lt), Scheme of Jal Jeevan Mission both for Rural & Urban areas. a decrease of 14% over FY 2019-20. The lower production was We however, remain cautiously optimistic as there is some attributable to lower number of operational days available uncertainty of the impact of second & possible subsequent during the year due to lockdown/ other restrictions arising out waves of the pandemic on the economy. of COVID-19 pandemic. However, the operational performance of the blast furnaces was far better than the previous year The COVID-19 outbreak has accelerated the adoption of Digital in terms of fuel rate, coal injection rate, oxygen enrichment, technologies and a greater attention towards Sustainability productivity and availability. Finished DI pipe production stood issues. Increased adoption of e-commerce and online services, at 1.87 Lt, lower by 17% over FY 2019-20 primarily due to lower online work and education tools will support the development operating days owing to lockdown/other restrictions during of new enhanced technological tools and services, creating a the year. The DI pipe plant continues to operate at benchmark self-reinforcing cycle for technological progress. The Company operational parameters of yield, rejection rate, operational has been on its journey of digital transformation for over 2 consumption norms, etc. years with focus on key themes such as data analytics, business on mobile and smart machines; it is also making concerted The Company recorded a turnover of `1,917 Crore in FY 2020-21, efforts towards building digital capability & an agile culture in a 6.5% decrease over previous year. The performance on the the organisation. top line was lower primarily due to lower volume of sales of pig iron and DI pipes. However, due to excellent performance of The long term outlook of Company’s business especially the blast furnaces in terms of fuel rate & coal injection coupled with DI pipe business is extremely encouraging especially if every a resurgence in PI prices, the Company could register a PBT of household in India is to have piped water by 2024 under `307 crore in FY 2020-21, a 52% increase over previous year. ‘Har Ghar Jal’ scheme. The Company is well positioned with

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extremely competitive cost structure and is in the process of and operating effectively. The Audit Committee comprises of doubling its DI pipe capacity through a brownfield expansion; members, majority of whom, including the Chairperson are this will also enhance its product range and improve the Independent Directors. The Company has laid down Standard product mix thereby putting the Company in a much better Operating Procedures and policies to guide the operations position to serve its customers. of the business. The Systems Assurance Department, headed by the Internal Auditor, conducts regular audits in various G. Risk and Concerns functional areas as per an audit plan approved by the Audit Committee. Audit planning and executions are oriented Company’s Enterprise Risk Management (ERM) process has towards assessing the state of internal controls, making them matured over the years and the ERM team is regularly working stronger and addressing the risks in various functional areas. to make it more effective and robust to cover all areas of The internal auditor reports to the Audit Committee its findings business including doing planning for different scenarios and observations, and rating of internal controls status for each arising out of outbreak of COVID-19. The ERM process involves area reviewed. Audit Committee meets periodically to review periodic identification of risks which is likely to affect the audit issues and follow up on implementation of corrective business adversely, rating the risks on their impact and actions. likelihood, preparation of risk heat map, identification of early warning indicators, estimation of risk velocity, implementation Further, Internal Financial Control (IFC) requirements have of risk mitigation plans by the risk owners and continuous been implemented as per Act. It has been designed to provide monitoring of the mitigation plans by the Risk Management reasonable assurance with respect to recording and providing Committee of the Board and the Management. Risks are being reliable financial and operational information, complying with identified in the areas including sales, supply chain, finance, applicable laws, safeguarding assets from unauthorized use, regulatory approvals, environment, operations, safety, projects, executing transactions with proper authorization, and ensuring industrial relations, etc. Mitigation strategies and plans have compliance with corporate policies. The controls, based on been accordingly developed to manage and mitigate the prevailing business conditions and processes, have been tested likelihood and impact of such risks. during the year and there was no reportable material weakness in the design or effectiveness. The IFC framework has been Pig Iron is more vulnerable to market volatilities of raw material reviewed by internal and independent external auditors. prices and steel prices. Therefore, the Company works on these risks and mitigates them to the extent possible by optimizing The Audit Committee reviews the reports submitted by Internal the raw material procurement cost, controlling the blast Auditor at its meetings. The Audit Committee, whenever furnace operational parameters and differentiating its products it deems fit, engages in independent discussions with the through customization, technical services and other brand external auditor and the Management to discuss the adequacy promises. and effectiveness of IFC. The DIP demand has been growing at double digit rate over Audit Committee also seeks views of the statutory auditors on the last 5-6 years excluding FY20-21 due to impact of COVID-19. the adequacy of internal control systems. In compliance with Going forward, the growth in demand is expected to be even Section 143(3)(i) of the Act, the Statutory Auditors have issued higher with the Government’s priority and renewed thrust on an unmodified report on the IFC over Financial Reporting which Water. Hence, the long term risks of DI Pipe demand going forms a part of the Independent Auditors’ Report also forming down is quite low. However, liquidity issues could be a matter of part of this Report. concern in some states. H. Human Resources and Industrial Relations Foreign currency exposure from import of coking coal/ capital equipment is managed by taking appropriate actions The HR function has set for itself two major objectives – First, ‘to such as forward cover etc. to mitigate the risks as per foreign be the Employer of Choice’, and Second, ‘to develop processes exchange policy of the Company and the applicable regulatory which sustain a happy, positively engaged and socially sensitive framework. For more details, please refer the notes to the workforce.’ With a firm belief that ‘People Practices’ can financial statements. yield sustainable competitive advantage to an organisation, the Company’s HR strategy is built on 4 pillars (a) Talent H. Internal Control Systems and their Adequacy management, (b) Capability development, (c) Productivity improvement and (d) Organisational engagement. The Company’s internal control systems and policies remain commensurate with the Company’s size and nature of The strong focus of HR in attracting and retaining talent operations to provide assurance that all assets are safeguarded, was reflected in initiatives such as identification of Hi-Pot transactions are authorised, recorded and reported properly employees through Development Centres, participation of Hi- following all applicable statutes, Generally Accepted Pot Talent in Action Learning Projects, Cross-Functional Teams Accounting Principles, Tata Code of Conduct and other & Task Forces to handle key Organisational challenges, regular corporate policies. check-in conversations of Senior Leaders with Target Employee segment to name a few. The Company continued to deepen The Board of Directors and the Audit Committee are the talent base & prepare the leadership pipeline through responsible for ensuring that these controls are adequate

59 campus recruitments and pre-placement offers to candidates implementation of improvement initiatives that impact safety, from premier institutes, identifying high potential talent, and quality, cost efficiency and productivity across all functions. mapping the succession planning for critical positions. As an Overall, FY-21 has been a year of success and resilience despite equal opportunity employer, the Company continued to recruit the challenges faced due to the pandemic. from socially disadvantageous sections which demonstrates the Company’s commitment towards Affirmative Action and J. Statutory Compliance diversity. The Managing Director, after obtaining confirmation from all To support the efforts of business on Digital, an initiative on the departments of the Company, makes a periodic declaration “Culture & Capability building” was launched along with an regarding the compliance with the provisions of various external partner with the thrust on digital mindset activation, statutes, applicable to the Company. competency building and developing the overall DQ (Digital An enterprise-wide digital compliance management tool has Quotient) of the Company. Learning & Development has been implemented to help monitor compliance real-time across been receiving special attention with focus on e-learning the organization. Due systems and processes are in place to and usage of virtual platform & gamification to embed a ensure effectiveness of this tool. culture of learning in the workforce. Young Talent with digital learning were selected to become Digital Champions and The Company Secretary, being the Compliance Officer, ensures Reverse Mentors; they are helping spread the knowledge of compliance with the relevant provisions of the Companies Act, Digital across the Organisation including at the shopfloor 2013 and SEBI Listing Regulations. level. Reverse mentoring of the Senior Leadership team Sources: Reports of RBI, World Steel Association (WSA/ continued and the coverage was expanded to a larger number Worldsteel) and India Brand Equity Foundation (IBEF) and Team in the Leadership team so that they could spend regular and analysis. dedicated time with their Reverse Mentors and get a better appreciation of digital technologies. For the technical capability Cautionary Statement building, shop floor short term training, structured knowledge Statements in the Management Discussion and Analysis sharing at the department & function level, and class-room describing the objectives, projections, estimates and learning from subject matter experts were promoted. expectations of the Company, may be ‘forward-looking statements’ within the meaning of applicable laws and Digitization & Automation have been the key levers to improve regulations. Actual results might differ substantially or the organizational productivity & efficiency. Other interventions materially from those expressed or implied. Important factors include rationalization of contract labour, contractor that could make a difference to the Company’s operations consolidation and competency development. include, among others, economic conditions affecting demand/ Under employee engagement, a deep dive in the action plan supply, price conditions in the domestic and overseas markets was taken to improve the OFIs at functional to departmental in which the Company operates, changes in the Government to HOD level so that the key issues could be addressed and regulations, tax laws and other statutes and incidental factors. resolved. Other engagement activities such as virtual Games, R&R, Kudos, etc. continued in their own way with a digital tinge. Total number of employee as on March 31, 2021 was 1,263 The Company has enjoyed cordial relations with its employees and the unions at its factory and received support in

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ANNEXURE B ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES [Pursuant to Section 135 of the Companies Act, 2013 and the Companies ( Corporate Social Responsibility Policy), Rules, 2014]

1. Brief outline on CSR Policy of the Company Our CSR initiatives are guided by our CSR Policy (‘Policy’). CSR initiatives is an integral part of our overall business policy which is aligned with our business goals. It is our continuous endeavor to uplift the quality of life of our surrounding villages. Our CSR activities focus on education, health, essential amenities and are in alignment with key focus areas of the Tata Group. We also undertake community centric interventions in the areas of sports, disaster relief and environment.

2. Composition of Corporate Social Responsibility Committee :

Sl Number of meetings held Number of meetings Name of Director Designation / Nature of Directorship No. during the year attended during the year 1 Dr. Rupali Basu Chairperson 3 3 2 Mr. Sandeep Kumar Member 3 3 3 Mr. Sanjiv Paul Member 3 2 4 Dr. Pingali Venugopal Member 3 3 5 Ms. Samita Shah Member 3 2

3. The web-link where Composition of CSR Committee, CSR Policy and CSR Projects approved by the Board are disclosed on the website of the Company are provided below :

The Composition of the CSR Committee https://www.tatametaliks.com/corporate/board-committees.aspx CSR Policy https://www.tatametaliks.com/static-files/pdf/policies/Corporate-Social-Responsibility- Accountability-Policy.pdf CSR Project as approved by the Board https://www.tatametaliks.com/static-files/pdf/sustainability/list-of-projects-20-21.pdf

4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable : The Company voluntarily carries out impact assessment of certain CSR Projects in the normal course. There are no projects undertaken or completed after January 22, 2021, for which the impact assessment report is applicable in FY 2020-21.

5. Details of the amount available for set-off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set-off for the financial year, if any:

Sl Amount available for set-off from preceding Amount required to be set off for the financial Financial Year No. financial years ( in `) year, if any ( in `) Not Applicable

6 Average net profit of the Company as per section 135(5) of the Companies Act, 2013: `21,120 lakhs 7 (a) Two percent of average net profit of the Company as per section 135(5) of the Companies Act, 2013: `422.40 lakhs (b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years. NIL (c) Amount required to be set off for the financial year, if any NIL (d) Total CSR obligation for the financial year (7a+7b-7c). `422.40 lakhs

61 8 (a) CSR amount spent or unspent for the financial year :

Amount Unspent ( in ` lakhs) Total Amount transferred to Unspent CSR Account Amount transferred to any fund specified under Schedule VII as per second Total Amount Spent for as per section 135 (6) proviso to Section 135(5) the Financial Year (in `) Amount Date of transfer Name of the Fund Amount Date of transfer 451.03* NIL (b) Details of CSR amount spent against ongoing projects for the financial year (Annexure A) : `139.75 lakhs* (c) Details of CSR amount spent against other than ongoing projects for the financial year (Annexure B) : `292.82 lakhs* (d) Amount spent in Administrative Overheads : `18.46 lakhs* (e) Amount spent on Impact Assessment, if applicable : Nil (f) Total amount spent for the financial year ( 8b+8c+8d+8e) : `451.03 lakhs* (g) Excess amount for set-off, if any : Nil

Sl. No. Particular Amount (in ` lakhs) (i) Two percent of average net profit of the Company as per Section 135(5) 422.40 (ii) Total amount spent for the financial year 422.40 (iii) Excess amount spent for the financial year (ii) –(i) (iv) Surplus arising out of the CSR project or programmes or activities of the previous financial year, if any Nil (v) Amount available for set-off in succeeding financial year (iii)-(iv) Nil *Amount spent from the available corpus of Sadbhavna Trust. The corpus includes the sum of `422.40 lakhs contributed by the Company during the year in discharge of its CSR obligation. The Company does not propose to avail any set-off, against the excess amount spent in FY2020-21, for succeeding financial years. 9. (a) Details of Unspent CSR amount for the preceding three financial years :

Amount transferred Amount transferred to any fund specified under Schedule VII as Amount remaining to Unspent CSR Amount spent in the per section 135(6), if any Sl. Preceding Financial to be spent in Account under reporting Financial No. Year succeeding financial Section 135(6) Year ( in `) Name of the Fund Amount ( in `) Date of transfer years in `) ( in `) NA NA NA NA NA NA

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year (s):

(1) (2) (3) (4) (5) (6) (7) (8) (9) Cumulative Amount spent amount spent Status of the Financial Year in Total amount on the project Sl. Name of the at the end project – Project ID which the project Project duration allocated for the in the reporting No. Project of reporting Completed / was commenced project (in `) Financial Year Financial Year Ongoing (in `) ( in `) NA NA NA NA NA NA NA NA NA

10. Details of creation or acquisition of capital asset acquired through CSR spent in the financial year : None a) Date of creation or acquisition of the capital asset(s): Nil b) Amount of CSR spent for creation or acquisition of capital asset: NA c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. NA d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset): NA 11. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per Section 135(5) of the NA Companies Act, 2013:

Sd/- Sd/- Rupali Basu Sandeep Kumar (Chairperson, CSR Committee) (Managing Director) Date : April 14, 2021 DIN : 01778854 DIN : 02139274

62 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154 CSR Regn. No. CSR00004394 CSR00004394 CSR00004394 CSR00004394 CSR00004394 CSR00004394 (11) Registration No. Registration Name: Implementing Agency Name & & Name Agency Implementing SADBHAVANA SADBHAVANA SADBHAVANA SADBHAVANA SADBHAVANA SADBHAVANA No No No No No No (10) Mode of Implementation Implementation Direct / No) ( Yes 0.90 9.00 7.50 4.33 17.00 25.00 63.73 (9) Account for the to Unspent CSR 135(6) (in135(6) ` Lakhs) Amount transferred project as per Section

year 3.75 0.00 0.00 0.00 11.00 Sum of 125.00 (8) 139.75 amount amount spent in financial financial (in ` Lakhs) the current

4.65 9.00 7.50 4.33 28.00 Sum of 150.00 203.48 (7) Amount Amount the project (in ` Lakhs) allocated for 3 2 2 2 2 (6) 1+3 Total (Years) Project duration duration District (5) Location of the project State Kharagpur 1 block, West West 1 block,Kharagpur West Bengal Medinipore, Kharagpur 1 block, West West 1 block,Kharagpur West Bengal Medinipore, Paschim Bengal, West Medinipur West Bengal, Paschim Paschim Bengal, West Medinipur West Bengal, Paschim Paschim Bengal, West Medinipur Kharagpur 1 block, West West 1 block,Kharagpur West Bengal Medinipore,

(4) Yes Yes Yes Yes Yes Yes ( Yes/No.) ( Local area I II II II II (3) 135) VII to the Schedule the list of II, III & VII II, III & Item from Companies Companies activities in Act, (Sec. 2013 (2) TML 300 School project Name of the Project STEM (Science STEM (Science Engineering Technology and Mathematics) Learning Construction of with one classroom Krishanagar at verandah High School Jr. Construction of girls at room changing Gumriapal football centre Construction of toilet Construction of toilet Brick Kilnblock at Centre Learning 19 Relief COVID (1) 1. Sl. No. 2. 3. 4. 5. 6. Annexure - A 2020-21 year financial the projects for ongoing against spent amount CSR of Details

63 64 Annexure - B

Details of CSR amount spent against ‘other than ongoing projects’ for the financial year 2020-21

(1) (2) (3) (4) (5) (6) (7) (8) Item from Implementing Agency Name & Location of the project the list of Sum of Registration No. activities Amount Mode of Sl. in schedule Local area spent in implementation Name of the Project No. VII to the ( Yes/No.) the current on Direct ( Yes/ Companies State District financial No) Name CSR Regn. No. Act, 2013 year ( in `) (Sec.135) 1 Scholarship for meritorious students II & III Yes West Bengal, Paschim Medinipur Kharagpur 1 Block 4.85 No SADBHAVNA CSR00004394

2 Repair & Maintenance of Barkola High II Yes West Bengal, Paschim Medinipur Kharagpur 1 Block 12.00 No SADBHAVNA CSR00004394 School

3 Football Coaching II, III & VII Yes West Bengal, Paschim Medinipur Kharagpur 1 Block 11.50 No SADBHAVNA CSR00004394 4 Integrated Learning Enhancement II Yes West Bengal, Paschim Medinipur Kharagpur 1 Block 3.44 No SADBHAVNA CSR00004394 and Acceleration Program (iLEAP) 5 Adolescent Reproductive Health & II Yes West Bengal, Paschim Medinipur Kharagpur 1 Block 18.70 No SADBHAVNA CSR00004394 Awareness 6 mJunction - English & Computer II Yes West Bengal, Paschim Medinipur Kharagpur 1 Block 4.63 No SADBHAVNA CSR00004394 Learning 7 Drinking Water & Sanitation project at I Yes West Bengal, Paschim Medinipur Kharagpur 1 Block 45.50 No SADBHAVNA CSR00004394 Brahmanpara 8 Ambulance Service I Yes West Bengal, Paschim Medinipur Kharagpur 1 Block 25.00 No SADBHAVNA CSR00004394 9 Repair & maintenance of existing I Yes West Bengal, Paschim Medinipur Kharagpur 1 Block 2.00 No SADBHAVNA CSR00004394 Drinking water & sanitation infrastructure 10 Sponsoring Nursing Training II & III Yes West Bengal, Paschim Medinipur Kharagpur 1 Block 12.65 No SADBHAVNA CSR00004394 11 Training at TMSDC II & III Yes West Bengal, Paschim Medinipur Kharagpur 1 Block 112.00 No SADBHAVNA CSR00004394 12 3 Years Diploma at TSTI-NTTF II Yes West Bengal, Paschim Medinipur Kharagpur 1 Block 9.00 No SADBHAVNA CSR00004394 Jamshedpur 13 Livelihood promotion of poor & II, III & X Yes West Bengal, Paschim Medinipur Kharagpur 1 Block 7.39 No SADBHAVNA CSR00004394 marginal farmers through small tanks – NABARD 14 Training of Dalit & Tribal Vendors and II & III Yes West Bengal, Paschim Medinipur Kharagpur 1 Block 1.00 No SADBHAVNA CSR00004394 Self Help Groups 15 Income Generation Activities for II, III & X Yes West Bengal, Paschim Medinipur Kharagpur 1 Block 2.00 No SADBHAVNA CSR00004394 women 16 Capacity building of farmers II Yes West Bengal, Paschim Medinipur Kharagpur 1 Block 1.00 No SADBHAVNA CSR00004394 17 Refresher Training - MRA IoFC II Yes West Bengal, Paschim Medinipur Kharagpur 1 Block 2.52 No SADBHAVNA CSR00004394 18 Regional Samvaad for Tribal III Yes West Bengal, Paschim Medinipur Kharagpur 1 Block 1.56 No SADBHAVNA CSR00004394 communities of West Bengal 19 Celebration of important Days II Yes West Bengal, Paschim Medinipur Kharagpur 1 Block 3.02 No SADBHAVNA CSR00004394 20 Renovation of ponds IV Yes West Bengal, Paschim Medinipur Kharagpur 1 Block 13.00 No SADBHAVNA CSR00004394 Total 292.82 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

ANNEXURE C CORPORATE GOVERNANCE REPORT

Company’s Corporate Governance Philosophy Tata Code of Conduct for Prevention of Insider Trading & Code of Corporate Disclosure Practices Corporate Governance is the process of creation and enhancement of long-term sustainable value for various stakeholders including The Board of Directors of the Company (‘Board’) has adopted the customers, vendors, investors, regulators, employees, and the society Tata Code of Conduct for Prevention of Insider Trading and the at large through ethical and transparent business practices. Sound Code of Corporate Disclosure Practices (‘Insider Trading Code’), and effective corporate governance practices, represent the strong in compliance with the Securities and Exchange Board of India foundation on which successful businesses are built to last. Strong (Prohibition of Insider Trading) Regulations, 2015, as amended from leadership and effective corporate governance practices have been time to time (‘SEBI Insider Trading Regulations’). All Directors, the Company’s hallmark inherited from the Tata culture and ethos. At employees and other Designated Persons (DPs), who could have Tata Metaliks, it is essential that the affairs are managed in a fair and access to unpublished price sensitive information of the Company, transparent manner. are governed by this Insider Trading Code. The Company has a strong legacy of fair, transparent and ethical The trading window for dealing in equity shares of the Company governance practices. Accordingly, we strive to go beyond stipulated is duly closed 7 (seven) days prior to the end of each quarter for corporate governance guidelines, by periodically benchmarking declaration of financial results, and for any other material events, our governance practices with best practices collated from if any, as per the Code and opens after 48 hours of the Outcome of different sectors. We remain committed to protect the rights of our Board Meeting / results / material information (if any) become(s) shareholders and disclose timely, adequate and accurate information generally available. Various awareness sessions are also conducted regarding our financials, performance, as well as the leadership and within the organisation to increase awareness about this regulation. governance of the Company. Expectations of Audit Committee Chairman and the Managing Director (MD) are also communicated to all DPs to ensure strict The Company’s corporate governance philosophy continues to be compliance in letter and spirit. strengthened through the Tata Business Excellence Model (‘TBEM’). Mr. Avishek Ghosh, Company Secretary and Compliance Officer is Tata Metaliks, as a Responsible Corporate Citizen, remains focused the Compliance Officer in terms of Insider Trading Code. The Code of to realise its Vision of ‘Reaching Tomorrow First’ and the Tata Steel Corporate Disclosure Practices is available on the Company’s website Group (‘TSG’) aspiration to be the global steel industry benchmark at https://www.tatametaliks.com/static-files/pdf/policies/corporate- for ‘value creation’ and ‘corporate citizenship’by adopting necessary disclosure-practice.pdf interventions, to achieve its goals of safety, environment, people, and value creation. Board of Directors The Company is in compliance with the requirements stipulated The Board, at the core of the Corporate Governance framework, under Regulations 17 to 27 read with para C, D and E of Schedule V discharges its fiduciary duties, to ensure that the Company’s and clauses (b) to (i) of Regulation 46(2) of Securities and Exchange philosophy on Corporate Governance is extended across the value Board of India (Listing Obligations and Disclosure Requirements) chain of both the businesses in which the Company operates. The Regulations, 2015 (“SEBI Listing Regulations”), as applicable, with Board, comprising of eminent professionals with wide expertise respect to corporate governance. across a range of domains relevant to the Growth vision of the Code of conduct Company, remains committed to enhance long term value creation for all stakeholders. The Company has adopted the Tata Code of Conduct (‘TCoC’ / ‘Code’) for Executive Directors (‘EDs’), Non-Executive Directors Size and Composition of the Board (‘NEDs’), Independent Directors (‘IDs’), Senior Management We believe that an optimum mix of NEDs, ED(s), and IDs is imperative Personnel and all employees of the Company. The Code is available to maintain the Board’s independence and separate the functions on the Company’s website at https://www.tatametaliks.com/static- of governance and management. In order to maintain the Board’s files/pdf/TCOC.pdf. independence and diversity, the Board has a due mix of eight All Directors and Senior Management Personnel have confirmed Directors, with 1 (one) ED, 3 (three) NEDs, (including a Woman compliance with the Code for the financial year ended March 31, Director (‘WD’) and 4 (four) IDs (including a WD). The Board has the 2021 in terms of Regulation 26(3) of the SEBI Listing Regulations. A necessary expertise across multiple domains aligned to the growth declaration to this effect, duly signed by the Managing Director, is vision of the Company. Brief profiles of all the Directors are available annexed to this report. on the website of the Company at https://www.tatametaliks.com/ corporate/board-of-directors.aspx.

65 The composition of the Board is in conformity with Regulation 17 of declarations received from the IDs, the Board has confirmed that the SEBI Listing Regulations read with Section 149 of the Companies they meet the criteria of independence as mentioned under Section Act, 2013 (‘Act’). None of our Directors serve as a Director or as IDs 149 of the Companies Act, 2013 read with Regulation 16(1)(b) of in more than 7 listed companies also our ED does not serve as an ID the SEBI Listing Regulations and that they are independent of the on any listed company as on date. Necessary disclosures regarding management. Further, the IDs have in terms of Section 150 of the Act Committee positions in other public companies as on March 31, 2021 read with Rule 6 of the Companies (Appointment & Qualification of have been made by the Directors. None of the Directors is related Directors) Rules, 2014, confirmed that they have enrolled themselves to each other. Further, none of our IDs serve as Non-Independent in the Independent Directors’ Databank maintained with the Indian Director (NID) of any Company, on the Board of which any of our NIDs Institute of Corporate Affairs. is an ID. The terms and conditions of appointment of IDs, as per Regulation IDs, constituting 50% of the Board, are Non-Executive Directors 46 of the SEBI Listing Regulations, are available on the Company’s (NEDs) as defined under Regulation 16(1)(b) of the SEBI Listing website at https://www.tatametaliks.com/static-files/pdf/ Regulations read with Section 149(6) of the Act along with rules independentDirectors.pdf. During the Financial Year 2020-21, none framed thereunder. of our Directors acted as Member in more than 10 committees or as Chairperson in more than 5 committees across all listed entities where Our IDs ensure holistic decision-making of the Board and its various they serve as a Director. For the purpose of determination of limit Committees. IDs provide their expert advice, and guidance on each of the Board Committees, chairpersonship and membership of the aspect after seeking due clarifications from the Management. In Audit Committee and Stakeholders’ Relationship Committee has been line with our efforts to improve the Governance framework, all our considered as per Regulation 26(1)(b) of SEBI Listing Regulations.There mandatory Committees are chaired by IDs. are no inter-se relationships between our Board Members. In terms of Regulation 25(8) of SEBI Listing Regulations, IDs have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the

Table A: Composition of the Board and Directorships held as on March 31, 2021:

No. of directorship in other Indian No. of Board Committee positions in (1) (2) Directorship in other listed entity (Category of Name of the Director Public Companies other Indian Public Companies Directorship) Chairperson Member Chairperson Member Non-Independent Directors Mr. Koushik Chatterjee 2 3 1 4 a. Tata Steel Limited (Chairman) (Executive Director and Chief Financial Officer) DIN:00004989 b. The Tinplate Company of India Limited (Non-Executive, Non-Independent) c. Tata Steel Long Products Ltd. (Non-Executive, Non-Independent) d. Tata Steel BSL Limited (Non-Executive, Non-Independent) e. TRF Limited (Non-Executive, Non-Independent) Mr. Sanjiv Paul 0 1 - - DIN: 00086974 Ms. Samita Shah Nil 10 0 2 DIN: 02350176 Independent Directors Mr.Krishnava Dutt Nil 5 3 2 a. Tata Steel BSL Limited DIN: 02792753 (Independent Director) b. Balrampur Chini Mills Limited (Independent Director) c. TRF Limited (Independent Director) Dr. Pingali Venugopal Nil Nil Nil Nil - DIN: 05166520 Dr. Rupali Basu Nil 2 Nil Nil a. The Tinplate Company of India Limited DIN: 01778854 (Independent Director) b. Goodricke Group Limited (Independent Director)

66 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

No. of directorship in other Indian No. of Board Committee positions in (1) (2) Directorship in other listed entity (Category of Name of the Director Public Companies other Indian Public Companies Directorship) Chairperson Member Chairperson Member Mr. Amit Ghosh Nil DIN: 00482967 Executive Director Mr. Sandeep Kumar Nil DIN: 02139274

Notes: experience required for the Board as a whole and its individual members with the objective of having a Board with diverse (1) Directorships in Indian Public Companies (listed and unlisted) backgrounds and experience in business, government, education excluding Tata Metaliks Limited and Section 8 Companies. and public service. The Policy on Appointment and Removal of (2) In terms of Regulation 26(1)(b) of the SEBI Listing Regulations, Directors, along with applicable provisions of the Act, Rules framed the disclosure includes chairmanship/membership of the Audit thereunder, the SEBI Listing Regulations and the Board Diversity Committee and Stakeholders’ Relationship Committee in other Policy act as guidelines to select new Directors. The Policy is available Indian Public companies (listed and unlisted) excluding Tata on our website at https://www.tatametaliks.com/static-files/pdf/ Metaliks Limited. Further, membership includes positions as policies/TML-NRC-policy.pdf Chairperson of committee. Key Board qualifications, expertise and attributes Selection of New Directors and Board Membership The Members of the Board remain committed to ensuring that the Criteria Board is in compliance with the highest standards of Corporate Governance. The table below summarizes the key, skills, expertise, The Nomination and Remuneration Committee (‘NRC’) formulates competencies and attributes which are taken into consideration by and recommends to the Board to determine the appropriate the NRC while recommending appointment of Directors to the Board: qualifications, positive attributes, characteristics, skills and

Table B: Director skills, expertise, competencies and attributes desirable in Company’s business and sector in which it functions:

Areas of Skills/ Expertise/ Competence Regulatory Leadership Strategy Operations Technology Finance Governance Affairs Mr. Koushik Chatterjee * * * * * * * Mr. Sandeep Kumar * * * * * * * Mr. Sanjiv Paul * * * * * * * Mr. Krishnava Dutt * * * * * Dr. Pingali Venugopal * * * * Ms. Samita Shah * * * * Dr. Rupali Basu * * * * * * Mr. Amit Ghosh * * * *

Familiarisation Programme for Directors (including The Company Secretary periodically updates the Director(s) about Independent Directors) regulatory changes and other updates; monthly business updates are also shared with Directors to keep them updated on a real-time All new Directors (including IDs) inducted on the Board are provided basis. Specific discussions at Meetings, group Level familiarization a formal orientation programme. The familiarisation programme is programmes on various aspects help Directors get a deeper customized to suit their individual interests and area of expertise. understanding of the Company, its values, organisational culture, IDs are eminent professionals with due experience in the domains business processes and thereby facilitates their active participation in aligned to the growth vision of your Company. The IDs are well meetings and also overseeing the affairs of the Company. The Policy updated about their roles and responsibilities, the industry in which on familiarization programme for Directors is available at https:// your Company operates and its business model. The Company www.tatametaliks.com/static-files/pdf/policies/policy-prog-director. provides familiarization programme in the form of interactive pdf and details of the orientation given to the IDs in areas of Safety, sessions with the Managing Director and various Functional Heads Health and Environment, Business and Strategy, and Governance and of the Company’s manufacturing, marketing, finance and other Operational Matters are available at https://www.tatametaliks.com/ functions. IDs also visit the Company’s plant at Kharagpur, at least investors/details-of-familiarisation-programme-for-ids.aspx once a year, to oversee the new initiatives taken up at plant and various CSR interventions. However, due to COVID-19 restriction, IDs could not visit the plant in FY 2020-21.

67 Board Evaluation Remuneration Policy for Board and Senior Management The NRC has formulated a Policy for evaluation of the Board, its Committees and Directors and the same has been approved and The Board has approved the Remuneration Policy for Directors, adopted by the Board. The details of Board Evaluation forms part of Key Managerial Personnel (‘KMP’) and all other employees of the the Boards’ Report. Company. The same is available on https://www.tatametaliks.com/ static-files/pdf/policies/TML-NRC-policy.pdf. Details of remuneration for Directors in Financial Year 2020-21 are provided in Table C below.

Table C: Shares held and cash compensation paid / payable to Directors during FY 2020-21 are as follows: (` lakh) Fixed Salary Total Equity Shares Name Perquisite/ Total Fixed Commission Sitting Fees Basic Compensation held (Nos.) Allowance Salary Non-Executive, Non-Independent Directors Mr. Koushik Chatterjee – – – – – – – Mr. Sanjiv Paul – – – – – – – Ms. Samita Shah – – – – – – – Independent Directors Mr. Krishnava Dutt – – – 13.45 2.80 16.25 – Dr. Pingali Venugopal – – – 14.10 3.20 17.30 – Dr. Rupali Basu – – – 11.05 2.80 13.85 – Mr. Amit Ghosh – – – 11.40 3.60 15.00 – Executive Director Mr. Sandeep Kumar 37.59 74.24 111.83 51.05 – 162.88 –

Notes: 4) The Company does not have any stock options plan. 1) In line with the internal guidelines of the Company, no Accordingly, none of our Directors hold stock options as on payment is made towards sitting fees and commission to the March 31, 2021. Non-Executive Directors of the Company who are in full time employment in any other Tata Company. Hence, the actual Board Meetings total amount of commission paid to Independent Directors Scheduling and selection of agenda items for Board is `50 lakhs. Commission considered in Accounts is based on Meetings estimation. Tentative dates of Board Meetings for the ensuing financial year are 2) Performance linked bonus payable to Managing Director decided in advance and communicated to the Board Members. The and Commission to Independent Directors have been information as required under Regulation 17(7) read with Schedule recommended by the NRC and approved by the Board at II Part A of the Listing Regulations, as amended, is made available to their respective meetings on April 14, 2021 and will be paid the Board. The agenda and explanatory notes are sent to the Board in during the financial year 2021-22. Executive Director(s) is advance. All agenda papers for the Board and Committee meetings / are appointed by resolutions passed by the Board and are disseminated electronically, by uploading them on a secured subsequently the Members of the Company. The resolutions online application. The Board periodically reviews compliance health cover all broad terms and conditions of such appointment(s). of all laws applicable to the Company. 3) Your Company does not enter into any separate Service The Board meets at least once a quarter to review the quarterly Contract with those elevated to the Board from the financial results and other items on the agenda. Additional meetings management or other group / associate companies. are held, when necessary. Committees of the Board usually meet the Appointment letters are issued to IDs, incorporating their day before or on the day of the formal Board meeting, or whenever roles, duties, responsibilities etc., after they are appointed at an the need arises for transacting business. The recommendations of AGM. The Managing Director is not eligible for payment of any Committees are placed before the Board for necessary approval. The severance fees and the contract may be terminated by either Chairpersons of Board Committees brief the Board on all important party giving the other party six months’ notice or the Company matters discussed and decided at their respective Committee paying six months’ remuneration in lieu thereof. meetings. Chairpersons of all Committee were present at the last AGM held on Monday, September 07, 2020.

68 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

To improve our governance practices, we have enabled our Directors Non-Executive Directors and discussed aspects relating to the to have free flow of information of all Committees, irrespective quality, quantity and timeliness of the flow of information between of their membership. This is aimed to improve on our culture of the Company, the Management and the Board. The feedback of informed decision-making. The Company complies with the revised the IDs was shared with the NRC. In addition to the evaluation Secretarial Standards (SS-I) on the Board Meetings as prescribed by parameters, the IDs arrived at unanimous consensus to acknowledge the Institute of Company Secretaries of India. the continued leadership role displayed by the Chairman, the Board and the management in upholding global best practices and highest The Company Secretary and Chief Financial Officer attend all Board standards of Corporate Governance in letter and spirit. and Committee Meetings. Functional head(s) attend meetings as Invitees, as and when necessary to provide necessary clarifications/ Board Committees updates for holistic decision making. All important decisions taken at Board Meetings are communicated to concerned officials and As on March 31, 2021, the Board has seven (7) Committees, of departments and reviewed by the Management regularly. An Action which four (4) are statutory Committees and rest are non-statutory Taken Report is prepared and the Board is updated at subsequent Committees. The statutory Committees have been constituted as per meetings. the provisions prescribed under the Act and SEBI Listing Regulations, whereas the non-statutory Committees comprise an optimum During the year under review, 08 (eight) Board Meetings were held, combination of Independent and Non-Independent Directors. The on June 10, 2020, July 31,2020, October 19, 2020, November 11, Company Secretary and Compliance Officer acts as Secretary to each 2020, November 13, 2020, December 22, 2020, January 19, 2021 and Committee. Each Committee is constituted with the specific terms of February 24, 2021. The interval between two consecutive meetings reference to focus on pre-defined matters. The constitution, terms of did not exceed 120 days. The necessary quorum was present at all reference and other details of the various Committees are detailed meetings. hereunder: Table D: Attendance details of Directors for the year ended The Board has constituted the following committees: March 31, 2021 are given below: • Audit Committee; No. of No. of Meetings held Name of the Director Category Meetings • Nomination & Remuneration Committee; during the attended tenure • Stakeholders Relationship Committee; Mr. Koushik Chatterjee NED 8 8 • Corporate Social Responsibility Committee; Mr. Sandeep Kumar ED 8 8 Mr. Sanjiv Paul NED 8 8 • Risk Management Committee; Mr. Krishnava Dutt ID 8 8 • Safety, Health & Environment Committee Dr. Pingali Venugopal ID 8 8 Ms. Samita Shah NED 8 7 • Committee of Board Dr. Rupali Basu ID 8 8 Audit Committee Mr. Amit Ghosh ID 8 8 The primary objective of the Audit Committee is to monitor and NED – Non-Executive Director; ID – Independent Director; ED – provide an effective supervision of the Management’s financial Executive Director reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial All Directors were present at the last AGM of the Company held on reporting. The Committee oversees the work carried out in the Monday, September 07, 2020. financial reporting process by the Management, the internal auditor, Due to the exceptional circumstances caused by the COVID-19 the statutory auditor, secretarial auditor and cost auditor, and notes pandemic and consequent relaxations granted by MCA and SEBI, all the processes and safeguards employed by each of them. It also meetings in FY 2020-21 were held through Video Conferencing (‘VC’). seeks appropriate clarification(s) from Statutory Auditors and the Management to help the Committee’s decision-making process, as Meeting of the Independent Directors and when required. The internal auditor reports functionally to the Pursuant to the provisions of Section 149(8) read with Schedule IV of Audit Committee. The Committee further reviews the process and the Act and Regulations 25(3) & 25(4) of the SEBI Listing Regulations, a controls including compliance with laws, Tata Code of Conduct and Meeting of the IDs was held on March 15, 2021 without the presence Tata Code of Conduct for Prevention of Insider Trading and Code for of Non-Independent Directors and Members of the Management. Corporate Disclosure Practices, Whistle Blower Policies and related IDs reviewed the performance of the Non-Independent Directors cases thereto, functioning of the Prevention of Sexual Harassment at and the Board of Directors as a whole and also the performance of Workplace Policy, and guidelines and internal controls. the Chairman of the Board. They reviewed, inter-alia, performance of the Non-Independent Directors and the Board as a whole including It is constituted in compliance with the provisions of Section 177 of the Chairman after taking into account the views of Executive and the Act and Regulation 18 of the SEBI Listing Regulations. The Terms

69 of Reference (ToR) of the Committee, aligned with the provisions of E. Recommend annual increment(s) etc., payable to the Key the Act and the SEBI Listing Regulations, are as under: Managerial Personnel of the Company. A. Review and recommend the quarterly and annual financial The NRC also assists the Board in discharging its responsibilities results of the Company; relating to compensation of the Company’s EDs and Senior Management. The Committee follows a well defined Remuneration B. Review quarterly reports of the Internal Auditor; Policy for Directors, KMPs and all other employees of the Company C. Review weaknesses in internal controls reported by Internal and and the same is available on the Company’s website at https://www. Statutory Auditors; and tatametaliks.com/static-files/pdf/policies/TML-NRC-policy.pdf D. To consider, review and approve the transactions entered into The Committee has the overall responsibility of approving and with Related Parties. evaluating the compensation plans, policies and programmes for Executive Directors and the Senior Management. The Committee Committee members are financially literate and have significant reviews and recommends to the Board for its approval, the base exposure in areas of finance, taxation, legal and audit. There was no salary, incentives/ commission, other benefits, compensation or instance, during the financial year where the Board has not accepted arrangements and executive employment agreements for the EDs. any recommendation of the Committee. The criteria for paying commission to the Non-Executive Directors During the year under review, 6 (Six) meetings were held on June 10, of the Company is determined by the NRC. However, as per internal 2020, July 31, 2020, October 19, 2020, November 13, 2021, January guidelines, commission is paid only to Independent Directors and no 19, 2021 and March 31, 2021 and requisite quorum was present at all Commission is paid to Non-Independent Non Executive Directors. these meetings. All the decisions at the Audit Committee meetings NRC recommends the amount of Commission payable to the NEDs / were taken unanimously. IDs, subject to the approval of the Members. Table E: The composition of the Committee and the During the year under review, 2 (two) meetings were held on June 10, attendance details of the Members for the year ended March 2020 and December 22, 2020 and requisite quorum was present at 31, 2021 are given below: both the meetings.

No. of No. of Table F: The composition of the Committee and the Meetings held Name of the Members Category Meetings attendance details of the Members for the year ended March during the attended tenure 31, 2021 are given below: Mr. Krishnava Dutt ID, Chairman 6 6 No. of No. of Meetings held Dr. Pingali Venugopal ID 6 6 Name of the Members Category Meetings during the attended Ms. Samita Shah NED 6 5 tenure Mr. Amit Ghosh ID 6 6 Dr. Pingali Venugopal ID, Chairman 2 2 Mr. Koushik Chatterjee NED 2 2 Nomination and Remuneration Committee Mr. Krishnava Dutt ID 2 2 The purpose of the Nomination and Remuneration Committee (‘NRC’) is to oversee the Company’s nomination process including Corporate Social Responsibility Committee succession planning for the senior management and the Board The purpose of the Corporate Social Responsibility (‘CSR’) and specifically to assist the Board by identifying, screening and Committee is to formulate and recommend to the Board, a reviewing individuals qualified to serve as EDs, NEDs and IDs CSR Policy, which shall indicate the initiatives to be undertaken consistent with the criteria as stated by the Board in its Policy on by the Company, recommend the amount of expenditure the Appointment and Removal of Directors. Company should incur on CSR activities and to monitor from time The Committee is constituted in compliance with the provisions to time the CSR activities and Policy of the Company. The CSR of Section 178 of the Act and Regulation 19 of the SEBI Listing Committee provides guidance in formulation of CSR strategy and Regulations. The Terms of Reference (ToR) of the Committee, aligned its implementation. It also reviews practices and principles to foster with the provisions of the Act and the SEBI Listing Regulations, are as sustainable growth of the Company by creating values consistent under: with long-term preservation and enhancement of financial, manufacturing, natural, social, intellectual and human capital. The A. Selecting eligible candidates for Board membership and CSR policy is available at: https://www.tatametaliks.com/static-files/ recommending the same to the Board of Directors; pdf/policies/Corporate-Social-Responsibility-Accountability-Policy. B. Oversight of the Company’s nomination process for senior pdf management; The Terms of Reference (ToR) of the Committee are aligned with the C. Formulate criteria for evaluation of performance of the Board as provisions of the Act are as under: a whole, its Committees and individual Directors; A. Formulate and recommend to the Board, a Corporate Social D. Recommend annual increment, performance linked Responsibility Policy; bonus,etc., payable to the Managing Director within the salary scale,approved by Members; and

70 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

B. Recommend the amount of expenditure to be incurred on CSR Table H: The composition of the Committee and the activities; attendance details of the Members for the year ended March 31, 2021 are given below: C. Review performance of the Company in the areas of CSR; and No. of No. of D. Monitor CSR Policy from time to time. Meetings held Name of the Members Category Meetings during the attended During the year under review, 3 (three) meetings were held on April tenure 03,2020, October 06, 2020 and December 16, 2020. The requisite Mr. Krishnava Dutt ID,Chairman 2 2 quorum was present for all the meetings. Mr. Amit Ghosh ID 2 2 Table G: The composition of the Committee and the Mr. Sanjiv Paul NED 2 2 attendance details of the Members for the year ended March Ms. Samita Shah NED 2 2 31, 2021 are given below: Mr. Sandeep Kumar ED 2 2 No. of Mr. Subra Sengupta MoM 2 2 No. of Meetings held Name of the Members Category Meetings during the MoM: Member of Management attended tenure Dr. Rupali Basu ID,Chairperson 3 3 Stakeholders Relationship Committee The Stakeholders’ Relationship Committee (‘SRC’) considers and Dr. Pingali Venugopal ID 3 3 resolves the grievances of our shareholders, including complaints Mr. Sanjiv Paul NED 3 2 relating to non-receipt of annual report, transfer and transmission Ms. Samita Shah NED 3 2 of securities, non-receipt of dividends, issue of new/duplicate Mr. Sandeep Kumar ED 3 3 certificates, general meetings and such other grievances as may be raised by the security holders from time to time. The Committee is Risk Management Committee constituted in compliance with the provisions of Section 178 of the SEBI, vide a gazette notification dated 06th May, 2021 notified Act and Regulation 20 of the SEBI Listing Regulations. The broad SEBI (Listing Obligations and Disclosure Requirements) (Second function of the committee as per the TOR are as under: Amendment) Regulations, 2021. Pursuant to this amendment top 1000 listed entities based on market capitalisation requires a Risk • To review the redressal mechanism of grievances of security Management Committee, hence applicable to us. However, the holders; Company voluntarily had a duly constituted Risk Management • To consider and resolve the investor complaints relating to Committee prior to this amendment. The Company has constituted transfer of shares, non-receipt of duplicate certificate, non- a Risk Management Committee (‘RMC’) in compliance with the receipt of annual report and non-receipt of declared dividends. provisions of Regulation 21 of the SEBI Listing Regulations for framing, implementing and monitoring the risk management policy • To resolve such other grievances as may be raised by the security of the Company. The Committee assists the Board in fulfilling its holders from time to time. oversight responsibility with respect to Enterprise Risk Management During the year under review, 1 (one) meeting of SRC was held (‘ERM’). The Terms of Reference (ToR) of the Committee are aligned on September 03, 2020. The requisite quorum was present at the with the provisions of the Act and the SEBI Listing Regulations, they meeting. are: Table I: The composition of the Committee and the • To frame and recommend to the Board a Risk Management attendance details of the Members for the year ended March Policy; 31, 2021 are given below: • To monitor and evaluate the effectiveness of risk management No. of No. of framework of the Company; and Meetings held Name of the Members Category Meetings during the attended • To oversee implementation of risk mitigation plans tenure The Company has an effective risk management framework to Mr. Amit Ghosh ID, Chairman 1 1 monitor, identify, evaluate and manage enterprise risks. It oversees Dr. Pingali Venugopal ID 1 1 key risks, including strategic, financial, operational, IT (including Mr. Sanjiv Paul NED 1 1 cyber security) and compliance risks, in line with a Group-level Mr. Sandeep Kumar ED 1 1 framework adopted by its holding Company. Dr. Rupali Basu ID 1 1 During the year under review, 2(two) meetings were held on July In terms of Regulation 6 and Schedule V of the Listing Regulations, 23, 2020 and January 07, 2021. The requisite quorum was present for the Board has appointed Mr. Avishek Ghosh, Company Secretary and both meetings. Compliance Officer as the Compliance Officer of the Company, details of whom are given below:

71 Name, designation and address of Compliance Officer: Health and Environment and their implementation to enhance Mr. Avishek Ghosh, Company Secretary and Compliance Officer the safety culture of the Company and ensures it cascades across Membership No. – 44347 stakeholders. Tata Centre, 10th Floor, 43, J. L. Nehru Road, Kolkata – 700071. During the year under review, 3 (three) meetings were held on Phone – 91–33–66134244. July 24, 2020, October 05, 2020 and January 08, 2021. The requisite Fax – +91–33–22884372. quorum was present for all meetings. Email – [email protected] Table K: The composition of the Committee and the The details of investor complaints received and resolved during the attendance details of the Members for the year ended March Financial Year ended March 31, 2021 are given in Table J below. The 31, 2021 are given below: complaints relate to non-receipt of annual report, dividend, share No. of transfers and other investor grievances. No. of Meetings held Name of the Members Category Meetings Table J: Details of investor complaints received and resolved during the attended during the year ended March 31, 2021: tenure Mr. Sanjiv Paul NED, Chairman 3 3 Opening as on April 1, 2020 Nil Mr. Sandeep Kumar ED 3 3 Received during the year 100 Dr. Rupali Basu ID 3 3 Resolved during the year 100 Closing as on March 31, 2021 Nil Committee of Board : The Board of Directors, at its meeting held on January 19, 2021, Safety, Health and Environment Committee constituted this Committee of Board (“CoB”) to consider and The Safety, Health and Environment Committee (‘SHE Committee’) approve Inter Corporate Loans (ICLs) and to frame the guardrail or of the Board oversees the policies relating to Safety, Health and ring fencing for such ICLs. Environment and their implementation. The broad functions of the committee are as per the approved Terms of Reference (ToR) are: During the year 1 (one) meeting was held on March 22, 2021 • Review operational performance, anticipate potential issues and Table L : The composition of the Committee and the provide support in setting direction for improvements; attendance details of the Members for the year ended March 31, 2021 are given below: • Reduce carbon emissions per tonne of hot metal / DI Pipe No. of produced; and No. of Meetings held Name of the Member Category Meetings • Functional health, safety and environmental team would provide during the attended a coordinated and effective specialist advisory support to the tenure said Committee Mr. Amit Ghosh ID, Chairman 1 100 Ms. Samita Shah NED 1 100 The Company has a strong commitment to Safety. Accordingly, the Mr. Sandeep Kumar ED 1 - SHE Committee oversees and monitors the performance on Safety,

General Body Meetings Table M: Location and time, where last three AGMs were held:

Financial Year Date & time Venue Special Resolution(s) Passed Ended March 31, 2018 Monday, July 02, 2018 at 3:00 Kala Mandir, 48 Shakespeare NIL p.m. Sarani, Kolkata - 700017 March 31, 2019 Tuesday, August 27, 2019 at Kala Mandir, 48 Shakespeare 1. Re-appointment of Mr. Krishnava Dutt (DIN: 02792753) as an 11:00 a.m. Sarani, Kolkata - 700017 Independent Director 2. Re-appointment of Dr. Pingali Venugopal (05166520) as an Independent Director March 31, 2020 Monday, September 07, 2020 at The Meeting was held through NIL 3:00 p.m. two-way video-conferencing

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None of the businesses proposed to be transacted at the ensuing information relating to Stock Exchanges, details of Registrars & AGM requires passing of a Special Resolution by way of Postal Ballot. Transfer Agent and other. Investors can also submit their queries by clicking on ‘investor query’ tab. The section on ‘Media’ includes all No Special Resolution requiring a Postal Ballot was passed last year. major press releases, newsletters, media covered, amongst others. Special Resolutions proposed to be conducted through postal ballot: Disclosure to Shareholders None of the businesses proposed to be passed at the ensuing AGM Corporate Identity Number (CIN) of the Company: require passing of a special resolution through Postal Ballot. L27310WB1990PLC050000 Table N: Annual General Meeting 2021: Disclosures regarding the re-appointment of Directors Day and Date Monday, August 02, 2021 In terms of relevant provisions of the Companies Act, 2013, as Time 3:00 p.m. IST amended, Mr. Sanjiv Paul (DIN: 00086974) is liable to retire by Venue In view of the continuing COVID-19 pandemic, the rotation at the ensuing AGM and is eligible for re-appointment. The Ministry of Corporate Affairs (‘MCA’) has vide its Board recommends the above re-appointment for approval of the circular dated May 5, 2020 read with Circulars dated Shareholders at the ensuing AGM. April 8, 2020, April 13, 2020, and January 13, 2021 (collectively referred to as ‘MCA Circulars’) and SEBI The detailed profile of Mr. Paul and particulars of his experience, skills Circular dated May 12, 2020 and January 15, 2021 or attributes that qualify him for Board Membership is provided in (collectively referred to as ‘SEBI Circulars’) permitted the Notice convening the AGM. the holding of the Annual General Meeting through video-conferencing / other audio visual means General Information for Shareholders (‘VC / OAVM’), without the physical presence of the Members at a common venue. In compliance Tentative Financial Calendar: with the provisions of the Act, MCA Circulars and Financial Year 2021-22 SEBI Circulars, the AGM of the Company is being 1st quarter result July, 2021 held through VC / OAVM. The deemed venue of 2nd quarter & half-yearly result October, 2021 the AGM shall be Tata Centre, 43, J. L. Nehru Road, Kolkata-700071 3rd quarter result January, 2022 Financial Year April 1, 2020 to March 31, 2021 4th quarter & annual result April, 2022 Book Closure Dates From July 24, 2021 to August 02, 2021, both dates Table O: Names and Addresses of the Stock Exchanges and inclusive. Stock Codes Dividend Payment On and from August 06, 2021, subject to approval of Date the Shareholders at the ensuing AGM Stock Exchanges ISIN Stock Code BSE Limited (‘BSE’) INE056C01010 513434 Communication to the Shareholders Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001, Communication to Members is made primarily through public Maharashtra, India disclosures. Quarterly/ Half-yearly and Annual financial results are National Stock Exchange of India INE056C01010 TATAMETALI published in Business Standard (English) and Aajkaal (Bengali) in Limited (‘NSE’) Exchange Plaza, compliance with Regulation 47 of the SEBI Listing Regulations.The 5th Floor, Plot No. C/1, G Block, financial results along with the press releases are also made available Bandra-Kurla Complex, on the Company’s website https://www.tatametaliks.com. Mumbai - 400 051, Maharashtra, India Details of conference calls/meetings on financials / quarterly results Listing on Stock Exchanges held with analysts, if any, and their transcripts are published on the As on March 31, 2021, the Company has Equity shares listed on BSE website https://www.tatametaliks.com/investors/concall-transcript. Limited and National Stock Exchange of India Limited. The annual aspx. Listing fees for FY2020-21 was paid within the due date. The Listing fees for FY2021-22 will be paid within due date to the respective All disclosures as required under the SEBI Listing Regulations are stock exchanges. made through the respective Stock Exchanges where the securities of the Company are listed. They are also made available on the Credit Rating Company’s website at https://www.tatametaliks.com/investors/ Rating Agency Type of Credit Rating Credit Rating stock-exchange-releases.aspx. ICRA Short term facilities [ICRA] A1+ The Company’s website is a comprehensive repository on it’s Long term facilities [ICRA] AA- leadership, management, vision, mission, values, policies, corporate governance, sustainability, investor relations, products and There has been no revision in the ratings. Further details on credit processes and other updates. The section on ‘Investors’ aims to rating are provided in the Board’s Report. The above details are also inform the Shareholders, by giving financial details, stock exchange available on our website at https://www.tatametaliks.com/investors/ compliances, shareholding patterns, current credit ratings, credit-ratings.aspx

73 Market Information Table P: Market Price Data- High, Low (based on daily closing price) and volume (no. of shares traded) during each month in Financial Year2020-21 of Fully Paid Shares, on BSE and NSE:

BSE Limited National Stock Exchange of India Limited Month Volume (No. of Volume (No. of High(`) Low (`) High (`) Low (`) shares traded) shares traded) April- 20 478.15 328.35 1,29,969 479.15 325.20 6,65,143 May-20 461.80 405.00 1,96,271 467.95 408.50 4,37,006 June-20 546.40 422.50 1,04,906 545.90 420.00 12,68,668 July-20 535.95 473.25 97,031 536.05 478.65 9,80,514 August-20 587.70 462.00 1,49,831 588.35 471.10 16,46,210 September-20 562.00 480.00 73,538 562.60 480.00 5,77,984 October-20 598.10 487.75 1,39,319 598.40 487.65 22,81,472 November-20 597.60 511.10 1,43,129 598.25 511.00 13,06,601 December-20 663.25 540.00 3,97,528 662.90 540.00 51,54,066 January-21 935.00 613.00 15,24,215 934.00 611.00 1,71,67,811 February-21 819.95 680.65 15,20,861 819.00 665.20 55,93,284 March-21 843.60 695.00 20,07,233 843.00 694.00 67,02,937

Share price performance as compared to BSE Sensex & NIFTY 50 for year ended March 31, 2021 The Company’s shares are regularly traded on BSE Limited and National Stock Exchange of India Limited, as is seen from the volume of shares indicated in the Table containing Market Information.

Closing Price of Closing Price of Month Equity Shares at BSE SENSEX Equity Shares at NIFTY BSE NSE April- 20 473.10 33,717.62 470.75 9,859.90 May-20 417.40 32,424.10 417.35 9,580.30 June-20 481.85 34,915.80 482.00 10,302.10 July-20 492.75 37,606.89 491.75 11,073.45 August-20 546.80 38,628.29 550.90 11,387.50 September-20 519.35 38,067.93 520.50 11,247.55 October-20 514.55 39,614.07 514.75 11,642.40 November-20 537.70 44,149.72 538.95 12,968.95 December-20 609.05 47,751.33 608.45 13,981.75 January-21 722.05 46,285.77 721.75 13,634.60 February-21 767.70 49,099.99 767.10 14,529.15 March-21 814.15 49,509.15 816.00 14,690.70

900 55000 900 16000 15000 800 50000 800 14000 700 700 45000 13000 600 600 12000 40000 500 500 11000 10000 400 35000 400 9000 300 30000 300 8000 Jul-20 Jul-20 Jan-21 Jan-21 Oct-20 Oct-20 Apr-20 Apr-20 Jun-20 Jun-20 Feb-21 Feb-21 Mar-21 Mar-21 Dec-20 Dec-20 Sep-20 Sep-20 Nov-20 Nov-20 Aug-20 Aug-20 May-20 May-20

Tata Metaliks on BSE BSE SENSEX Tata Metaliks on NSE NIFTY

74 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

Registrar and Transfer Agent and Share Transfer Process the account. There is no need for a separate communication to the Members holding shares in physical form are requested to Company to register these share transfers. correspond with the Company’s Registrar and Transfer Agent (RTA) Members should communicate with Mr. Ratan Mishra, Director, R & D quoting their Folio No. / DP ID & Client ID at the following address:- Infotech Pvt. Ltd., RTA, at the details mentioned earlier, quoting their R & D Infotech Pvt. Ltd. folio number or DP ID and Client ID number, for any queries to their 15C, Ground Floor, Naresh Mitra Sarani (Beltala Road), Kolkata - securities. 700026, West Bengal India In terms of Regulation 40(9) of the SEBI Listing Regulations, Phone: +91-33-24192641/42, Telefax: +91-33-24741657, certificates on half-yearly basis, have been issued by a Practicing E-mail: [email protected]; [email protected]; [email protected] Company Secretary with respect to due compliances of share transfer Members holding shares in electronic form should address their formalities etc. by the Company. correspondences, except those relating to dividend, to their Nomination Facility respective Depository Participants (DPs). The status on complaints If any Member, holding shares in physical form, wishes to appoint or and share transfers are reported to the Board. change nominee for their shareholding(s) in the Company, he/ she As per Regulation 40 of SEBI Listing Regulations, as amended, may submit Form SH-13/ SH-14 as the case may be to the Company’s securities of listed companies can be transferred only in RTA as required under Section 72 of the Act. dematerialised form with effect from, April 1, 2019, except in case Members holding shares in electronic form should contact their of request received for transmission or transposition and relodged respective DPs avail this facility. transfers of securities. Further, SEBI vide its circular no. SEBI/HO/ MIRSD/RTAMB/CIR/P/2020/236 dated December 2, 2020 had fixed Shares held in Electronic Form March 31, 2021 as the cut-off date for re-lodgement of transfer deeds Members holding shares in electronic form may please note that and the shares that are re-lodged for transfer shall be issued only in instructions regarding change of address, bank details, email ids, demat mode. In view of this and to eliminate all risks associated with nomination and power of attorney should be given directly to their physical shares and for ease of portfolio management, members concerned DPs. holding shares in physical form are requested to consider converting Shares held in Physical Form their holdings to dematerialised form. Members holding shares in physical form may please note that Share transactions in electronic form can be effected in a much instructions regarding change of address, bank details, email ids, simpler and faster manner. After a confirmation of a sale / purchase nomination and power of attorney should be given directly to the transaction from the broker, Members should approach the DP with Company’s RTA. a request to debit or credit the account for the transaction. The DP will immediately arrange to complete the transaction by updating

Table Q: Distribution of Equity shareholding as on March 31, 2021

Total No. of % to total capital as Share Holding % to total holders Total No. of Shares Shareholders on March 31 1-500 62,486 97.43% 45,50,468 14.41% 501-1000 876 1.37% 6,88,899 2.18% 1001-10000 698 1.09% 17,86,865 5.66% 10001-50000 56 0.09% 11,74,296 3.72% 50001 and above 15 0.02% 2,33,76,972 74.03% Total 64,131 100.00% 3,15,77,500 100.00%

Categories of shareholders as on March 31, 2021

Total No. of Shareholders % to total holders Total No. of Shares % to total capital Shareholders Promoters Holding 1 0.00% 1,89,57,090 60.03% UTI / Mutual Fund / Banks 41 0.06% 41,70,243 13.21% Insurance Companies 1 0.00% 372 0.00% FIs (Trust) 5 0.01% 2,364 0.01% Corporate Bodies 665 1.04% 8,30,624 2.63% Resident Individuals 62,472 97.41% 68,86,170 21.81% State Government-WBIDC 1 0.00% 2,50,000 0.79% FIIs / NRIs / OCBs 945 1.47% 4,80,637 1.52% Total 64,131 100.00% 3,15,77,500 100.00%

75 Top 10 shareholders as on March 31, 2021

Name of shareholders Total No. of Shares % to total capital TATA STEEL LIMITED 1,89,57,090 60.03% HDFC SMALL CAP FUND 24,17,395 7.66% ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED A/C ADITYA BIRLA SUN LIFE SMALL CAP FUND 5,16,205 1.63% WEST BENGAL INDUSTRIAL DEVELOPMENT CORPORATION LTD 2,50,000 0.79% PGIM INDIA TRUSTEES PRIVATE LIMITED A/C PGIM INDIA FLEXI CAP FUND 1,90,000 0.60% ICICI PRUDENTIAL SMALLCAP FUND 1,89,796 0.60% INVESCO TRUSTEE PRIVATE LIMITED-A/C INVESCO INDIA SMALLCAP FUND 1,50,957 0.48% HDFC TRUSTEE CO LTD A/C HDFC RETIREMENT SAVINGS FUND-EQUITY PLAN 1,29,900 0.41% NIRMAL BHANWARLAL JAIN 1,15,000 0.36% SUNDARAM MUTUAL FUND A/C SUNDARAM EQUITY FUND 1,13,324 0.36% EMERGING MARKETS CORE EQUITY PORTFOLIO (THE PORTFOLIO) OF DFA INVESTMENT DIMENSIONS GROUP 1,01,490 0.32% INC. (DFAIDG)

Dematerialization of Shares and Liquidity • In case of holdings in dematerialised form, by contacting their The Company’s shares are traded compulsorily in electronic form. DP and giving suitable instructions to update the bank details in We have established connectivity with both the depositories in their demat account. India – National Securities Depository Limited (‘NSDL’) and Central • In case of holdings in physical form, by informing the Company’s Depository Services (India) Limited (‘CDSL’). The International RTA, through a signed request letter with details such as Folio Securities Identification Number ‘ISIN’( ) allotted to the Company’s No(s), Name and Branch of the Bank in which they wish to receive Share under the Depository System is INE056C01010. the dividend, the Bank Account No. allotted by their respective As on March 31, 2021, a total of 3,03,83,918 shares of the Company banks after implementation of Core Banking Solutions (CBS), the representing 96.22% of total shares are in dematerialised form. 9 digit MICR Code No. and the 11 digit IFSC Code. This request letter should be supported by a cancelled cheque bearing the Designated E-mail Address for Investor Services name of the first holder. In compliance with Regulation 46 of the SEBI Listing Regulations, the designated e-mail address for investors’ services i.e. Shareholders to note that those who are unable to receive the [email protected] is duly provided on the website of the dividend directly in their bank accounts through Electronic Clearing Company for the benefit of our Members. Service or any other electronic means, due to non-registration of the Electronic Bank Mandate, the Company shall dispatch the dividend Updation of bank details for remittance of dividend/cash warrant / Bankers’ cheque / demand draft to such Members, upon benefits in electronic form normalisation of postal services and other activities that have been Securities and Exchange Board of India (SEBI) vide its Circular No. disrupted due to outbreak of COVID-19 pandemic. CIR/MRD/DP/10/2013 dated March 21, 2013 (Circular) had ordered the listed companies, RTAs, Depositories and Stock Exchanges to Investor Awareness use various electronic payment modes such as ECS [LECS (Local We have provided subscription facilities to our investors for investors’ ECS) / RECS (Regional ECS) / NECS (National ECS)] and NEFT, among alerts regarding analyst meets, quarterly and annual financial results, others, which were approved by the Reserve Bank of India (RBI), for investor conference call, press release, presentation etc. We also distributing dividends and other cash benefits to the Members. encourage our investors to visit the Company’s website regularly for recent updates and to write to us regarding their rights and The Circular further states that if the bank details such as MICR shareholdings or any other query. (Magnetic Ink Character Recognition), IFSC (Indian Financial System Code) etc., that are required for making electronic payment are not Your Company has not issued any GDRs / ADRs as on March 31, 2021. available or the electronic payment instructions have failed or have Your Company does not have any outstanding GDRs / ADRs. been rejected by the bank, companies or their RTA may use physical Legal proceedings payment instruments for making cash payments to the investors. There are no legal proceedings pending against the Company in As per Regulation 12 of the SEBI Listing Regulations, where it is share related matter. not possible to use electronic mode of payment, ‘payable-at-par’ Commodity Price Risk or foreign exchange risk and hedging warrants or cheques may be issued for payment of dividend. activities Members should also note that payment of dividend and other cash With respect to the commodity price, currency risk etc., please refer benefits through electronic mode has many advantages such as Management Discussion & Analysis Report, sections of Integrated prompt credit, elimination of fraudulent encashment / delay in transit Report, Financial Statements and notes therein. and more. They are requested to opt for any of the above mentioned electronic modes of payment of dividend and other cash benefits and update their bank details:

76 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

Compliance with discretionary requirements Further, all shares in respect of which dividend has remained All mandatory requirements of the SEBI Listing Regulations have unclaimed for seven consecutive years or more from the date of been complied with by the Company. The status of compliance with transfer to unpaid dividend account shall also be transferred to IEPF the discretionary requirements, as stated under Part E of Schedule II Authority. The said requirement does not apply to shares in respect to the SEBI Listing Regulations are as under: of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. Details of unclaimed Maintenance of Chairman’s office: The Chairman has a separate office dividends and Members, whose shares are liable to be transferred to which is not maintained by the Company. the IEPF Authority, are uploaded on the Company’s website. Shareholder Rights: The half-yearly financial performance of the In view of the aforesaid provisions, we report that the Company Company is made available on the Company’s website at https:// resumed declaring dividend from FY 2015-16 onwards. Accordingly, www.tatametaliks.com/investors/financial-releases.aspx for all the unpaid dividend accruing from FY 2015-16 is due for deposit shareholders. to IEPF from FY 2022-23 onwards. Hence, no dividend is due to be Modified opinion(s) in Audit Report: The Auditors have provided transferred to IEPF during the year under review. an unmodified audit opinion on the financial statements of the Secretarial Audit Company. The Board of Directors appointed P V Subramanian, (CoP No.: 2077), Reporting of Internal Auditor: The Internal Auditor reports directly to Practising Company Secretary, to conduct secretarial audit of its the Audit Committee. records and documents for the Financial Year 2020-21. The secretarial audit report confirms that the Company has complied with all Equity shares in the suspense account applicable provisions of the Companies Act 2013 and all regulations In accordance with the requirement of Regulation 34(3) and Part F of and guidelines of SEBI as applicable to the Company. The Secretarial Schedule V to the SEBI Listing Regulations, details of equity shares in Audit Report forms part of the Board’s Report. the suspense account are as follows: Green Initiative No. Of equity No. Of equity Particulars shares shareholders As a responsible corporate citizen, the Company welcomes and Aggregate number of shareholders and the 54 5700 supports the ‘Green Initiative’ undertaken by the Ministry of outstanding shares in the suspense account Corporate Affairs, Government of India, enabling electronic delivery lying as on April 01, 2020 of documents including the Annual Report, quarterly and half-yearly Shareholders who approached the - - results, amongst others, to Shareholders at their e-mail address Company for transfer of shares from previously registered with the DPs and RTA. suspense account during the year Location of the Plant Shareholders to whom shares were - - Village Maheshpur PO: Samraipur, Gokulpur, Kharagpur, Paschim transferred from the suspense account Midnapur Pincode - 721301, West Bengal. No. 9073331142 Email: during the year [email protected] Shareholders whose shares are transferred - - to the demat account of the IEPF Authority Address for correspondence as per Section 124 of the Act Tata Metaliks Limited Tata Centre, 10th Floor, 43, J. L. Nehru Road, Aggregate number of shareholders and the 54 5700 Kolkata – 700071. Phone: +91-33-6613-4200 Fax: +91-33-2288 4372 outstanding shares in the suspense account Email: [email protected] lying as on March 31, 2021 Details of fees paid to the Statutory Auditors: The voting rights on these shares shall remain frozen till the rightful owner of Price Waterhouse & Co Chartered Accountants LLP (Firm Registration such shares claims the shares Number: 304026E / E-00009) were appointed as Statutory Auditors of the Company at the 27th Annual General Meeting of the Company Transfer of unclaimed / unpaid amounts to the Investor for a term of 5 (five) years. The particulars of payment of Statutory Education and Protection Fund Auditors’ fees, is given below: As per Sections 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Details Amount (`) in lakhs Refund) Rules, 2016 (‘IEPF Rules’), dividend, if not claimed for a Auditors remuneration and out-of-pocket expenses consecutive period of 7 years from the date of transfer to Unpaid (i) As auditors (Statutory Audit) 24.50 Dividend Account of the Company, are liable to be transferred to the (ii) For other services (including tax audit fees) 29.00 Investor Education and Protection Fund (‘IEPF’). (iii) Out-of-pocket expenses 1.26 Total 54.76

77 Details of corporate policies:

Particulars Website Details/Links Dividend Distribution Policy https://www.tatametaliks.com/static-files/pdf/policies/dividend-distribution-policy.pdf Composition and Profile of the Board of https://www.tatametaliks.com/corporate/board-of-directors.aspx Directors Terms and conditions of appointment of https://www.tatametaliks.com/static-files/pdf/independentDirectors.pdf Independent Directors Policy on Appointment and Removal of https://www.tatametaliks.com/static-files/pdf/policies/TML-NRC-policy.pdf Directors Familiarization Programme for Independent https://www.tatametaliks.com/investors/details-of-familiarisation-programme-for-ids.aspx Directors Remuneration Policy of Directors, KMPs & https://www.tatametaliks.com/static-files/pdf/policies/TML-NRC-policy.pdf Other Employees Tata Code of Conduct https://www.tatametaliks.com/static-files/pdf/TCOC.pdf Criteria for Making Payments to Non- https://www.tatametaliks.com/static-files/pdf/policies/TML-NRC-policy.pdf Executive Directors Corporate Social Responsibility Policy https://www.tatametaliks.com/staticfiles/pdf/sustainability/Corporate-Social-Responsibility- Accountability-Policy.pdf Code of Conduct for Non-Executive Directors https://www.tatametaliks.com/static-files/pdf/TCOC.pdf Policy on Related Party Transactions https://www.tatametaliks.com/static-files/pdf/policies/rpt-policy.pdf Policy on Determining Material Subsidiary https://www.tatametaliks.com/static-files/pdf/policies/policy-on-material-subsidiary.pdf Whistle Blower Policy https://www.tatametaliks.com/static-files/pdf/policies/whistleblower-policy.pdf Code of Corporate Disclosure Practices https://www.tatametaliks.com/static-files/pdf/policies/corporate-disclosure-practice.pdf Policy on Determination of Materiality for https://www.tatametaliks.com/static-files/pdf/policies/policy-on-determination-materiality.pdf Disclosure Document Retention and Archival Policy https://www.tatametaliks.com/static-files/pdf/policies/policy-on-retention-archival.pdf Prevention of Sexual Harassment (POSH) at https://www.tatametaliks.com/static-files/pdf/policies/Prevention-of-Sexual-Harassment-at-workplace- Workplace Policy Policy.pdf Reconciliation of Share Capital Audit Report https://www.tatametaliks.com/investors/stock-exchange-releases.aspx

Details of non-compliance Audit Committee. The Company has not entered into any materially The Company has complied and disclosed all mandatory corporate significant related party transaction that may have potential conflict governance requirements as stipulated in Regulations 17 to 27 with the interests of listed entity at large. The policy on Related Party and sub-regulation (2) of Regulation 46 of SEBI Listing Regulations Transactions as approved by the Board of Directors from time to time relating to disclosure on the website of the Company. The Company is uploaded on the Company’s website at https://www.tatametaliks. has complied with all applicable rules and regulations as prescribed com/static-files/pdf/policies/rpt-policy.pdf by the Stock Exchanges, Securities and Exchange Board of India During the financial year 2020-21, the Company did not have any (‘SEBI’) or any statutory authority relating to capital markets material pecuniary relationship or transactions with Non Executive during the last 3 (three) years. There has been no instance of Directors apart from paying Director’s remuneration. Further, the non-compliance with any legal requirements particularly with any Directors have not entered into any contracts with the Company, requirement of the Corporate Governance Report, and no penalties which will be in material conflict with the interest of the Company. and / or strictures have been imposed on the Company in this regard during the year under review. During FY 2019-20, the Company had The Board has received disclosures from KMPs and Members of paid fine to BSE Limited and to the National Stock Exchange of India Senior Management confirming that there have been no material, Limited for delayed application for listing of equity shares issued financial and commercial transactions with the Company where they on preferential basis in March 2019. None of the Company’s listed and / or their relatives have personal interest. securities are suspended from trading. Policy for Determining Material Subsidiaries Related Party Transactions The Company has formulated the Policy for determining material All transactions entered into with related parties as defined under subsidiaries and Policy on consideration and approval of related the Act and Regulation 23 of the SEBI Listing Regulations, each as party transactions which are available at: https://www.tatametaliks. amended, during the year under review were on an arm’s length com/static-files/pdf/policies/policy-on-material-subsidiary.pdf and price basis and in the ordinary course of business. These have been https://www.tatametaliks.com/static-files/pdf/policies/rpt-policy.pdf approved by the Audit Committee. Certain transactions which were respectively. However, the Company does not have any subsidiary repetitive in nature were approved through omnibus route by the company.

78 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

Vigil Mechanism on a preferential basis to Tata Steel Limited in FY 2018-19 were The Vigil Mechanism approved by the Board provides a formal immediately utilised for the specified purposes by the Company. mechanism for all Directors, employees and vendors of the Company Disclosure as per the Sexual Harassment of Women at to approach the Chairman of the Audit Committee of the Company Workplace (Prevention, Prohibition and Redressal) Act, 2013 and make protective disclosures regarding the unethical behaviour, Your Company has zero tolerance towards sexual harassment at actual or suspected fraud or violation of the Company’s Code of the workplace and has adopted a policy on prevention, prohibition Conduct. Under the Policy, in addition, Directors, employees, and and redressal of sexual harassment at workplace in line with the vendors, may approach the Chief Ethics Counsellor to make any such provisions of the Sexual Harassment of Women at Workplace protected disclosure. During the year under review, no person has (Prevention, Prohibition and Redressal) Act, 2013 and the Rules been denied access to the Chairman of the Audit Committee. Details thereunder. of the Vigil Mechanism are provided in the Board’s Report. The Whistle-Blower Policy for Directors and Employees is available on the An Internal Committee (IC) is in place to redress complaints Company’s website at https://www.tatametaliks.com/static-files/pdf/ received regarding sexual harassment. The Internal Committee is policies/whistleblower-policy.pdf reconstituted every 3 years. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this Policy. Certificates from Practising Company Secretary: As required under Regulation 34(3) and Schedule V, Part E of the SEBI 1 No. of complaints pending as on beginning of the Nil Listing Regulations, the certificate given by Mr. P.V. Subramanian financial year Practicing Company Secretary regarding compliance of conditions of 2 No. of complaints filed during the financial year 1 corporate governance, is annexed to this report. 3 No. of complaints disposed off during the financial year 0 As required under Clause 10 (i) of Part C under Schedule V of the SEBI 4 No. of complaints pending at the end of financial year 1 Listing Regulations, the Company has received a certificate from Note: There was 1 (one) complaint of sexual harassment in the later Mr. P.V. Subramanian, Practicing Company Secretary certifying that part of Q4. The investigation has been completed and the matter is none of our Directors have been debarred or disqualified from being due for final resolution shortly. appointed or continuing as Directors of the Company by SEBI or MCA or such other statutory authority. CEO and CFO Certification In line with Regulation 17(8) read with Schedule II Part B of the SEBI Utilization of funds raised through Preferential Allotment of Listing Regulations, the Managing Director and Chief Financial Officer Equity Shares and Convertible Warrants have given appropriate certification to the Board of Directors. The funds raised through issue of equity shares post conversion of warrants on September 25, 2020 which was earlier issued

79 P. V. Subramanian 81/8, Regent Estate, B.Com., LL.B., ACS. Kolkata-700 092, India. Company Secretary in Whole-time Practice Mobile: 9830026425 CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS [Pursuant to Regulation 34(3) read with Schedule V Para-C clause 10(i) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

To, The Members Tata Metaliks Limited.

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Tata Metaliks Limited having CIN: L27310WB1990PLC050000 and having registered office at “Tata Centre”, 10th Floor, 43, J.L. Nehru Road, Kolkata-700071, (hereinafter referred to as “the Company”) produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub-clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in as considered necessary and explanations furnished to me by the Company & its officers, I hereby certify that none of the Directors on the Board of the Company for the Financial Year ending on 31st March, 2021 has been debarred or disqualified from being appointed or continuing as Director of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

Ensuring the eligibility for appointment/ continuity of every Director on the Board is the responsibility of the management of the Company. My responsibility is to express an opinion on these based on my verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

(P V SUBRAMANIAN) Company Secretary in Whole-time Practice ACS No.: 4585 Place: Kolkata CP. No.: 2077 Date: April 14, 2021. UDIN: A004585C000043096

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P. V. Subramanian 81/8, Regent Estate, B.Com., LL.B., ACS. Kolkata-700 092, India. Company Secretary in Whole-time Practice Mobile: 9830026425 CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To, The Members Tata Metaliks Limited. I have examined the compliance of conditions of Corporate Governance by Tata Metaliks Limited (“the Company”) for the year ended on 31st March 2021 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI Listing Regulations”]. The compliance of conditions of Corporate Governance is the responsibility of the Management of the Company. My examination was limited to procedures and implementation thereof as adopted by the Company for ensuring the compliance with conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In my opinion and to the best of my information and according to the explanations given to me, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned SEBI Listing Regulations to the extent applicable to the Company for the year under report. I further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

(P V SUBRAMANIAN) Company Secretary in Whole-time Practice ACS No.: 4585 Place: Kolkata CP. No.: 2077 Date: April 14, 2021. UDIN: A004585C000043118

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

This is to confirm that the Company has adopted the Tata Code of Conduct for its employees including the Managing Director and the Whole- time Directors. In addition to this, the Company has also adopted the Tata Code of Conduct for its Non-Executive Directors. Both these Codes are available on the Company’s website at www.tatametaliks.com. I confirm that the Company has received a declaration of compliance with the Code of Conduct from the Senior Management Team and and the Members of the Board, for the year ended March 31, 2021. For the purpose of this declaration, Senior Management Team refers to the Members of the Management one level below the Managing Director as on March 31, 2021.

On behalf of the Board of Directors

Sd/- Sandeep Kumar Place : Kolkata Managing Director Date : April 14, 2021 DIN : 02139274

82 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

ANNEXURE D PARTICULARS OF REMUNERATION Part – A - Information pursuant to Section 197(12) of the Companies Act, 2013 [Read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

A) Ratio of the remuneration of each Director to the median remuneration of all the employees of the Company for FY 2020-21 and % increase in remuneration of Director/ KMP of the Company for the financial year:

Ratio of remuneration to % increase in Name of Directors median remuneration of remuneration over all employees previous year Non-Executive Directors Mr. Koushik Chatterjee - - Mr. Sanjiv Paul - - Ms. Samita Shah - - Independent Directors Mr. Krishnava Dutt 3.09 44.44 Dr. Pingali Venugopal 3.29 10.90 Mr. Amit Ghosh 2.85 47.06 Dr. Rupali Basu 2.64 69.94 Executive Director / KMP Mr. Sandeep Kumar 31.00 2.77 Mr. Subhra Sengupta 14.50 (13.27) Mr. Sankar Bhattacharya (ceased to be a KMP effective April 14, 2021) 6.65 (11.53) Mr. Avishek Ghosh (KMP effective April 14, 2021) NA NA Notes: 1) The Commission to Non-Executive Directors was recommended by the Nomination and Remuneration Committee on April 14, 2021, subject to approval of the Members at the ensuing AGM to be held on August 02, 2021. 2) In line with the internal guidelines of the Company no payment is made towards commission to the Non-Executive Directors of the Company who are in full time employment with any other Tata Company and hence not stated. 3) The ratio of remuneration to median remuneration is based on remuneration paid during the period April 01, 2020 to March 31, 2021. 4) Includes the Commission / bonus approved by the Board of Directors for the Managing Director on April 14, 2021 for FY 2020-21 (which will be paid to him on conclusion of the Annual General Meeting of 2021). B) The percentage increase in the median remuneration of employees in the financial year 2020-21 :1.07% C) The number of permanent employees on the rolls of Company as on March 31, 2021 : 1,263 D) Comparison of average percentile increase in salary of employees other than the managerial personnel and the percentile increase in the managerial remuneration : During the financial year 2020-21, the average percentage increase in salary of the Company’s employees, excluding the Key Managerial Personnel (“KMP”) was 1.07%. The percentage decrease in salary of KMPs during the same period (on actuals) was 4%. However, considering the Commission/ bonus approved by the Board of Directors for the Managing Director on April 14, 2021 for financial year 2020-21 ( which will be paid to him on conclusion of the Annual General Meeting of 2021), the increase in managerial remuneration for the year is 2.77%. The increase in managerial remuneration for the financial year 2020-21 is not comparable with financial year 2019-20 owing to there being no increase in the managerial remuneration for financial year 2019-20 in view of economic conditions impacted by COVID 19 pandemic wherein the Directors decided to moderate the executive remuneration for financial year 2019-20 to express solidarity and conserve resources. E) Affirmations: It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and other employees is as per the Remuneration Policy of the Company. On behalf of the Board of Directors Sd/- Koushik Chatterjee Place: Mumbai Chairman Date: April 14, 2021 DIN: 00004989

83 Part B : Statement of Disclosure Pursuant to Section 197 of Companies Act, 2013 [Read with Rules 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

Top 10 employees in terms of remuneration drawn during the financial year 2020-21

Date of Sl. Remuneration Nature of Qualification, experience Previous employment and Name Designation commencement of No. (` In crore) employment and age designation employment 1 Mr. Sandeep Kumar Managing 1.63 Contractual Mining Engineer from July 01, 2017 EIC of Industrial By-Products Director ISM, Dhanbad, Post Management Division Profit Graduate from IIFT; Centre of Tata Steel Exp.: 28 years; Age: 53 years 2 Mr. Sharad Sharma EVP (Marketing 1.26 Permanent B.Tech, February 01, 2017 TRL Krosaki Limited, EVP & Sales) Mech. Eng.; (Sales & Marketing, ICT) Exp.: 33 years, Age: 55 years 3 Mr. Rajesh Mishra EVP (Strategy 1.20 Permanent B. Tech, MBA; November 01, 2012 Tata Metaliks DI Pipes Ltd, & Corporate Exp.: 36 years; Managing Director Services) Age: 57 years 4 Mr. Debasish Mishra VP (Operations), 0.79 Permanent BE (Mechanical); November 11, 1999 DLF Power Limited; PI Division Exp.: 36 years; Manager - Plant Age: 60 years 5 Mr. Soumyajyoti Sarkar VP (Operations) 0.77 Permanent Metallurgical Engineer, October 24, 2017 Tata Consulting Engineers – DI Division Business Management Ltd., Head of Delivery - Steel, Graduate from XIM, Metals & Mining Business Bhubaneswar, Unit Exp.: 30 years; Age: 54 years 6 Dr. Bharat Bhushan GM (Project & 0.77 Permanent M.E, PGDM, PhD March 05, 2018 Vedanta Limited, Chief Digital Digitization) Exp. : 22 years Officer Age : 47 years 7 Mr. Subhra Sengupta Chief Financial 0.76 Permanent CA, Exec. Diploma in June 06, 2008 Tata Technologies Limited; Officer Management; Exp.: 26 Manager -Enterprise solution years; Age: 51 years 8 Dr. Ratna Sinha VP(HRM) 0.68 Permanent MBA, PhD (FPM); July 01, 2013 Tata Steel Limited, Head Exp.: 31 years; Management Development Age: 60 years 9 Mr. N. V. Ramanathan VP (Projects) 0.65 Permanent B.Tech (Electrical), MBA; February 02, 2006 Lanco Industries Limited; Exp.: 34 years; AGM - Projects Age: 58 years 10 Mr. Sakti Sankar GM (Coke & 0.64 Permanent M.Tech (Metallurgy) June 01, 2016 Tata Steel Limited, Head Bandopadhyay LSCM) from NIT, JSR; Technical Services, Coke Exp.: 36 years; Oven Age: 56 years

1) Gross Remuneration comprises salary, allowances, monetary value of perquisites, commission to the Directors and the Company’s contribution to Provident and Superannuation Funds but excludes contribution to Gratuity Fund on the basis of actuarial valuation as separate figures are not available. 2) None of the above hold any equity shares of the Company. 3) None of the above employees is a relative of any Director or Manager of the Company. On behalf of the Board of Directors Sd/- Koushik Chatterjee Place: Mumbai Chairman Date: April 14, 2021 DIN: 00004989

84 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

ANNEXURE E FORM NO. AOC-2 [Pursuant to Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014]

The Form pertains to the disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis – There were no contracts or arrangements or transactions entered into by the Company, which were not at arm’s length basis.

2. Details of material contracts or arrangements or transactions at arm’s length basis–

S.N. Particulars Details A Name(s) of the related party T S Global Procurement Co. Pte. Tata Steel Limited Ltd. Singapore (‘TSGP’) B Nature of relationship TSGP is a subsidiary of Tata Steel Tata Steel Limited is the holding Company of Tata Metaliks Limited Limited, which is the holding Company of Tata Metaliks Limited C Nature of contracts / arrangements/ Purchase of Coal/ Coke Purchase of Iron Ore Lump & Fines Purchase of HMC Coke transactions D Duration of the contracts / FY 2020-21 arrangements/ transactions E Salient terms of the contracts or Procurement of bulk coal/ coke Procurement of bulk iron ore Procure bulk coke from HMC arrangements or transactions to have consistent control over lumps and fines to have consistent to have consistent control over including the value, if any quality of the supplies for an control over quality of the supplies quality of the Supplies for an aggregate amount of `350 crore for an aggregate amount of `300 aggregate amount of `450 crore during FY 2020-21 crore during FY 2020-21 during FY 2020-21 F Date(s) of approval by the Board, if The transactions were approved by the Audit Committee and Board of Directors at their Meetings held any on March 26, 2020 and June 10, 2020 respectively and subsequently the Members at the AGM held on September 07, 2020 G Amount paid as advances, if any Nil

On behalf of the Board of Directors

Sd/- Koushik Chatterjee Place: Mumbai Chairman Date: April 14, 2021 DIN: 00004989

85 ANNEXURE F BUSINESS RESPONSIBILITY REPORT [See Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

Section A: General Information About the Company Section C: Other Details 1. Corporate Identity Number (CIN) of the Company: 1. Does the Company have any Subsidiary Company/ L27310WB1990PLC050000 Companies? No 2. Name of the Company: Tata Metaliks Limited 2. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company? If yes, then indicate 3. Registered address: Tata Centre, 10th Floor, 43, J.L. Nehru the number of such subsidiary company(s): Not applicable, Road, Kolkata-700071. since the Company does not have any subsidiaries. 4. Website: www.tatametaliks.com 3. Do any other entity/entities (e.g. suppliers, distributors 5. E-mail id: [email protected] etc.) that the Company does business with participate in the BR initiatives of the Company? If yes, then indicate 6. Financial Year reported: From April 01, 2020 to March 31, 2021 the percentage of such entity/entities? [Less than 30%, 7. Sector(s) that the Company is engaged in (industrial 30-60%, more than 60%]: The Company engages with various activity code-wise): stakeholder and undertakes several initiatives. Please refer to relevant sections under Stakeholder Engagement, Supplier of NIC Code Description choice (SOC), Responsible Corporate Citizenship (RCC). 24101 Pig Iron 24311 Ductile Iron Pipes Section D: BR Information 1. Details of Director/Directors responsible for BR 8. List three key products/services that the Company manufactures/provides (as in balance sheet): Pig Iron and (a) Details of the Director/Directors responsible for Ductile Iron Pipes implementation of the BR policy/policies

9. Total number of locations where business activity is SN Particulars Details undertaken by the Company 1. DIN 02139274 (a) Number of International Locations (Provide details of 2. Name Mr. Sandeep Kumar major 5) - Nil 3. Designation Managing Director 4. Telephone 033 66134210 (b) Number of National Locations– 1 5. E-mail id [email protected] 10. Markets served by the Company – National and international projects for exports. (b) Details of the BR head SN Particulars Details Section B: Financial Details of the Company 1. DIN Number Not applicable 1. Paid up Capital(INR): ₹31.58 crore (if applicable) 2. Name Mr. Rajesh Mishra 2. Total Turnover(INR): ₹1917 crore 3. Designation Executive Vice President 3. Total profit after taxes(INR): ₹220 crore (Strategy & Corporate Services) 4. Telephone number 033 66134200 4. Total spending on Corporate Social Responsibility (CSR) as 5. E-mail id [email protected] percentage of profit after tax (%): Kindly refer Annexure B to the Board’s Report. 5. List of activities in which expenditure in 4 above has been incurred: Kindly refer Annexure B to the Board’s Report.

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2. Principle-wise (as per NVGs) BR Policy/policies The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVG-SEE) released by the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility. These are as follows:

P1 - Businesses should conduct and govern themselves with Ethics, Transparency and Accountability. P2 - Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle. P3 - Businesses should promote the well-being of all employees. P4 - Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized. P5 - Businesses should respect and promote human rights. P6 - Businesses should respect, protect, and make efforts to restore the environment. P7 - Businesses when engaged in influencing public and regulatory policy, should do so in a responsible manner. P8 - Businesses should support inclusive growth and equitable development. P9 - Businesses should engage with and provide value to their customers and consumers in a responsible manner. a) Details of compliance (Reply in Y/N)

SN Questions P1 P2 P3 P4 P5 P6 P7 P8 P9 1 Do you have a policy/policies for Y Y Y Y Y Y Y Y Y 2 Has the policy being formulated in consultation Y Y Y Y Y Y Y Y Y with the relevant stakeholders? 3 Does the policy conform to any national / N N Y Y Y Y N Y Y international standards? If yes, specify? IMS policy covers all national, IMS policy covers international standards, ILO, including all national, ISO 9001, 14001, 45001 and SA international 8000:2014. standards, ILO, including ISO 9001, 14001, 45001 and SA 8000:2014. 4 Has the policy being approved by the Board? If N* N* N* N* N* N* N* N* N* yes, has it been signed by MD / owner / CEO / appropriate Board Director? 5 Does the Company have a specified committee Y Y Y Y Y Y Y Y Y of the Board / Director / Official to oversee the implementation of the policy? 6 Indicate the link for the policy to be viewed online? TCOC: https://www.tatametaliks.com/static-files/pdf/TCOC.pdf Other policies: https://www.tatametaliks.com/corporate/policies.aspx 7 Has the policy been formally communicated to all Y Y Y Y Y Y Y Y Y relevant internal and external stakeholders? 8 Does the Company have in-house structure to Y Y Y Y Y Y Y Y Y implement the policy / policies? 9 Does the Company have a grievance redressal Y Y Y Y Y Y Y Y Y mechanism related to the policy / policies to address the stakeholders’ grievances related to the policy/ policies? 10 Has the Company carried out independent audit/ Y Y Y Y Y Y Y Y Y evaluation of the working of this policy by an Internal Internal Internal Internal Internal Internal Internal Internal Internal internal or external agency?

87 b) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options)

SN Questions P1 P2 P3 P4 P5 P6 P7 P8 P9 1 The Company has not understood the Principles 2 The Company is not at a stage where it finds itself in a position to formulate and implement the policies on specified principles 3 The Company does not have financial or manpower resources available for the task 4 It is planned to be done within next 6 months 5 It is planned to be done within the next 1 year 6 Any other reason (please specify) * Internal Policies are signed by the Managing Director The Tata Code of Conduct (TCOC) is applicable to all Tata Group Companies. TCOC is signed by the Tata Group Chairman. Hence, it cannot be signed by Chairman/ Director of individual operating Tata Group Companies, where Group Chairman is not on the Board of Directors. All Directors and employees confirm compliance to the TCOC.

3. Governance related to BR Principle 2 (a) Indicate the frequency with which the Board of 1. List up to 3 of your products or services whose design has Directors, Committee of the Board or CEO to assess the incorporated social or environmental concerns, risks and/ BR performance of the Company. Within 3 months, 3-6 or opportunities. months, Annually, More than 1 year: (a) Tata eFee Pig Iron All aspects of BR are reviewed by Board on quarterly basis. Further, MD reviews major aspects of BR at his fortnightly APEX (b) Tata Ductura Ductile Iron Pipe meetings with all functional heads. 2. For each such product, provide the following details in (b) Does the Company publish a BR or a Sustainability respect of resource use (energy, water, raw material etc.) Report? What is the hyperlink for viewing this report? How per unit of product(optional): frequently it is published? (a) Reduction during sourcing/production/ distribution The Company published its Sustainability Report for FY 2016-17. achieved since the previous year throughout the However, the Company has migrated to Integrated Reporting value chain? since FY 2017-18. Details have been provided in the Integrated Report and Sustainability Report for FY 2016-17 is available at Annexure I to the Board’s Report. https://www.tatametaliks.com/static-files/pdf/sustainability/ (b) Reduction during usage by consumers (energy, water) tml-sustainability-report-fy-2016-17.pdf has been achieved since the previous year? Integrated Reports of the Company since FY 2017-18 is available Details are provided in the Integrated Report and at: https://www.tatametaliks.com/investors/annual-reports. Annexure I to the Board’s Report. aspx 3. Does the Company have procedures in place for Section E: Principle-Wise Performance sustainable sourcing (including transportation)? If yes, what percentage of your inputs was sourced sustainably? Principle 1 Also, provide details thereof. 1. Does the policy relating to ethics, bribery and corruption Yes, please refer the Cost leadership and RCC section of the cover only the Company? No Integrated report for more details. 2. Does it extend to the Group/Joint Ventures/ Suppliers/ 4. Has the Company taken any steps to procure goods Contractors/NGOs/Others? Yes and services from local & small producers, including 3. How many stakeholder complaints have been received communities surrounding their place of work? If yes, in the past financial year and what percentage was what steps have been taken to improve their capacity and satisfactorily resolved by the management? If so, provide capability of local and small vendors? details thereof. Yes. The company in its constant endeavor to uplift its Stakeholders Complaint Received 117 surrounding communities has a dedicated procurement team Stakeholders Complaint Resolved 116 which collaborates with the CSR team under Entrepreneurship Percentage of Stakeholders Complaint Resolved 99% pillar of AA activities. Some of them are doing business with the Company for the last 10 years. 15 vendors from AA Community

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are presently registered in the Company. Additionally, the Principle 5 Company also promotes formation of cooperatives with local 1. Does the policy of the Company on human rights cover people for service contracts. only the Company or extend to the Group/Joint Ventures/ Suppliers/Contractors/NGOs/Others? Yes. It extends to all 5. Does the Company have a mechanism to recycle products supply chain partners. and waste? If yes what is the percentage of recycling of products and waste (separately as <5%, 5-10%, >10%). Also, 2. How many stakeholder complaints have been received in provide details thereof. the past financial year and what percent was satisfactorily resolved by the management? This has been mentioned Yes, please refer RCC section of the Integrated report and above annexure to the Boards’ report for more details. Principle 6 Principle 3 1. Does the policy related to Principle 6 cover only the (All figures as on March 31, 2021) Company or extends to the Group/Joint Ventures/ 1. Total number ofemployees: 1263 Suppliers/Contractors/NGOs/others. 2. Total number of employees hired on temporary/ Yes. The policies framed by the Company not only cover the contractual/casual basis: 3 employees but also extends to its supplier & customers too. The Company’s practices continue to ensure that the regulatory 3. Number of permanent women employees: 32 compliances are exceedingly met. The Company continues to 4. Number of permanent employees with disabilities: 0 work with the philosophy on social license to operate covering a larger stakeholder base. 5. Presence of employee association that is recognized by management. Yes In addition to the above, as an SA 8000 compliant organization, social responsibility and accountability are also extended to 6. Percentage of permanent employees who are members of the Company’s partners, especially the suppliers which include recognized employee association: 60% environmental compliance. The Company also conducts 7. Please indicate the Number of complaints relating to periodic stakeholder engagements to assess improvement child labour, forced labour, involuntary labour, sexual areas. harassment in the last financial year and pending, as on the Further, association with premier institutes/ bodies/agencies in end of the financial year: Yes. Details mentioned in Board’s the field of environment and sustainability helps the Company Report. to re-align the practices to enhance value for its stakeholders. 8. Percentage of under mentioned employees who were The Integrated Report covers the sustainable practice followed given safety & skill up- gradation training in last year? by the Company at large. (a) Permanent Employees: 100% 2. Does the Company have strategies/ initiatives to address global environmental issues such as climate change, global (b) Permanent Women Employees: 100% warming, etc? Y/N. If yes, please give hyperlink for web (c) Casual/Temporary/Contractual Employees: 100% page etc. (d) Employees with Disabilities: 100% The IMS Policy of the Company covers the initiatives and the preventive measures taken by the Company to protect the Principle 4 environment. The regulatory compliances are adhered to for 1. Has the Company mapped its internal and external stake maintaining the same. The same can be accessed at https:// holders? Yes. Materiality assessment www.tatametaliks.com/static-files/pdf/policies/IMS-Policy.pdf 2. Out of the above, has the Company identified the The integrated report also highlights the initiatives taken by disadvantaged, vulnerable & marginalized stakeholders? the Company under RCC pillar. Additionally, details can also be Yes found in the website under ‘Environment initiatives’ at: https:// 3. Are there any special initiatives taken by the Company www.tatametaliks.com/sustainability/environment-initiatives. to engage with the disadvantaged, vulnerable and aspx marginalized stakeholders. If so, provide details thereof. 3. Does the Company identify and assess potential Yes, Please refer CSR Annual Report and RCC section of the environmental risks? Y/N Integrated Report for more details.

89 The environmental risks and issues are identified as per ISO Sustainable Business Principles. The Company also used the 14001:2015 requirements. Potential environmental risks are part of Tata Code of Conduct as a guide for its actions in influencing the risk registers and part of the Internal Audit scope which is review public and regulatory policy. by the Risk Management Committee of the Board. Additionally, the Principle 8 integrated reporting framework covers review of material issues 1. Does the Company have specified programmes/initiatives/ where environmental issues have also been identified. projects in pursuit of the policy related to Principle 8? 4. Does the Company have any project related to Clean Yes, please refer the RCC section of the Integrated report. Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if Yes, whether any 2. Are the programmes/projects undertaken through in- environmental compliance report is filed? house team/own foundation/external NGO/Government structures/any other organization? Yes, there are projects related to Clean Development Mechanism (‘CDM’), although Company hasn’t filed for CER Yes, The interventions by the Company are carried out in a credits. Some of the initiatives under CDM are provided in the structured manner. please refer CSR Annual Report And the RCC Annexure I to the Board’s Report. Environment compliance section of the Integrated report. reports are available at: https://www.tatametaliks.com/ 3. Have you done any impact assessment of your initiative? sustainability/environment-compliance.aspx Yes. The Impact Assessment of CSR initiatives was conducted in 5. Has the Company undertaken any other initiatives on – 2018 by an external agency. The assessment covered projects clean technology, energy efficiency, renewable energy, etc. conducted under four thematic areas i.e. Education, Essential Y/N. If yes, please give hyperlink for web page etc. Enablers, Employability and Entrepreneurship in 11 project The initiatives are same as above. The details of the same are villages. available in the Integrated report under RCC and available in 4. What is your Company’s direct contribution to community our website at at https://www.tatametaliks.com/sustainability/ development projects- Amount in INR and the details of environment-initiatives.aspx the projects undertaken. 6. Are the Emissions/Waste generated by the Company within Yes, please refer CSR annual report. the permissible limits given by CPCB/SPCB for the financial year being reported? 5. Have you taken steps to ensure that this community development initiative is successfully adopted by the Yes community? Please explain in 50 words, or so. 7. Number of show cause/ legal notices received from CPCB/ Yes. Please refer to the RCC section of the Integrated report. SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year. Principle 9 Nil 1. What percentage of customer complaints/consumer cases are pending as on the end of financial year? Principle 7 1. Is your Company a member of any trade and chamber or Nil, association? If Yes, Name only those major ones that your 2. Does the Company display product information on the business deals with: product label, over and above what is mandated as per The Company is a member of the following bodies: local laws? Yes/No/N.A. /Remarks(additional information) (a) The Institute of Indian Foundrymen (IIF) The Company is not a retail product company, which has (b) Bengal Chamber of Commerce and Industry (BCC&I) product labels on packets. The Company is a B2B organization. (c) Indian Chamber of Commerce (ICC) The product information as needed by BIS (Bureau of Indian (d) Confederation of Indian Industry (CII) Standard) is displayed on the product itself, in case of DI Pipes, (e) Federation of Indian Export Organisations (FIEO) and on the Invoices for Pig Iron. (f) Association of Indian Mini Blast Furnaces (AIM) 3. Is there any case filed by any stakeholder against the (g) Indian Water Works Association (IWWA) Company regarding unfair trade practices, irresponsible (h) Indian Institute of Metals (IIM) advertising and/or anti-competitive behaviour during the last five years and pending as on end of financial year. If so, (i) Federation of Indian Mineral Industries (FIMI) provide details thereof. 2. Have you advocated/lobbied through above associations Nil for the advancement or improvement of public good? 4. Did your company carry out any consumer survey/ Yes. The Company participated/ had access to consultations consumer satisfaction trends? on various matters relating to Governance and Administration, Yes. Please refer Integrated report, under the section of supplier Economic Reforms, Inclusive Development Policies, Water, of choice.

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ANNEXURE G

P. V. Subramanian 81/8, Regent Estate, B.Com., LL.B., ACS. Kolkata-700 092, India. Company Secretary in Whole-time Practice Mobile: 9830026425 Email: [email protected]

FORM NO. MR-3 SECRETARIAL AUDIT REPORT [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] For the Financial year ended 31st March, 2021.

To, The Members, (a) The Securities and Exchange Board of India (Substantial Tata Metaliks Limited. Acquisition of Shares and Takeovers) Regulations, 2011; I have conducted the secretarial audit of the compliance of applicable (b) The Securities and Exchange Board of India (Prohibition of statutory provisions and the adherence to good corporate practices Insider Trading) Regulations, 2015; by Tata Metaliks Limited (hereinafter called “the Company”) for the financial year ended 31st March, 2021 (“audit period”). Secretarial (c) The Securities and Exchange Board of India (Issue of Audit was conducted in a manner that provided me a reasonable Capital and Disclosure Requirements) Regulations, 2018; basis of evaluating the corporate conduct / statutory compliances (d) The Securities and Exchange Board of India (Listing and expressing my opinion thereon. Obligations and Disclosure Requirements) Regulations, Based on my verification of the Company’s books, papers, minute 2015; books, forms and returns filed and other records maintained by the (e) The Securities and Exchange Board of India (Registrars Company and also the information provided by the Company, its to an Issue and Share Transfer Agents) Regulations, 1993 officers, agents and authorized representatives during the conduct regarding the Companies Act and dealing with client; and of secretarial audit, I hereby report that, in my opinion, the Company has, during the audit period covering the financial year ended on (f) The Securities and Exchange of India (Depositories and 31st March, 2021, complied with the statutory provisions listed Participants) Regulations, 2018. hereunder and also that the Company has proper Board processes 6. Secretarial Standards 1 and 2 issued by the Institute of and compliance mechanism in place to the extent, in the manner and Company Secretaries of India with respect to Board and general subject to the reporting made hereinafter:- meetings respectively. I have examined the books, papers, minute books, forms and returns Provisions of the following Regulations and Guidelines filed and other records maintained by the Company for the audit prescribed under the Securities and Exchange Board of India period according to the provisions of: Act, 1992 (‘SEBI Act’) were not applicable to the Company 1. The Companies Act, 2013 (“the Act”) and the rules made during the audit period: thereunder; (a) The Securities and Exchange Board of India (Share Based 2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Employee Benefits) Regulations, 2014; rules made thereunder; (b) The Securities and Exchange Board of India (Issue and 3. The Depositories Act, 1996 and the regulations and bye-laws Listing of Debt Securities) Regulations, 2008; framed thereunder; (c) The Securities and Exchange Board of India (Delisting of 4. Foreign Exchange Management Act, 1999 and the rules Equity Shares) Regulations, 2009; and and regulations made thereunder to the extent of Foreign (d) The Securities and Exchange Board of India (Buyback of Direct Investment, Overseas Direct Investment and External Securities) Regulations, 2018. Commercial Borrowings; As represented by the management, there are no Industry 5. The following Regulations and Guidelines prescribed under the Specific Laws applicable to the Company. Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

91 I have relied on the representation made by the Company and I further report that, during the period under report:- its Officers for systems and mechanism formed by the Company (a) On September 25, 2020, the Company had issued and allotted for compliances under other laws applicable to the Company. to its Promoter, i.e. Tata Steel Limited (“TSL”), 34,92,500 Equity The list of major head/groups of Acts, Laws and Regulations as Shares at a price of `642/- per share on preferential basis upon applicable to the Company is given in Appendix-I. conversion of 34,92,500 convertible warrants (‘Warrants”) held During the period under review, the Company has complied by TSL in the Company in the ratio of One Equity Share of face with the applicable provisions of the Act, Rules Regulations, value of `10/- each for every Warrant of face value of `10/- Guidelines, etc. mentioned above. each (issued at a price of `642/- per warrant, aggregating to `24,21,85,000/-); and I further report that: (b) The Board of Directors of the Company (“TML”), at its meeting (i) The Board of Directors of the Company is duly constituted with held on November 13, 2020 had considered and approved a proper balance of Executive Directors, Non-Executive Directors Scheme of Amalgamation of the Company with Tata Steel Long and Independent Directors. There has been no change in the Products Limited (“TSLPL”) and the issue of 12 fully paid up composition of the Board of Directors of the Company during equity shares of `10/- each of TSLPL (the Transferee Company) the period under review. for every 10 fully paid up equity shares of `10/- each held in TML (ii) Adequate notice is given to all directors to schedule the Board (the Transferor Company), subject to the receipt of requisite Meetings. Agenda and detailed notes on agenda were sent at statutory and regulatory approvals and various matters least seven days in advance, and a system exists for seeking and consequentially or integrally connected therewith. obtaining further information and clarifications on the agenda This report is to be read with my letter of even date which is items before the meeting for meaningful participation at the annexed as Appendix-II and forms an integral part of this meeting; and report. (iii) Decisions at the Board Meetings were taken unanimously. I further report that there are adequate systems and processes (P V SUBRAMANIAN) in the Company commensurate with the size and operations Company Secretary in Whole-time Practice of the Company to monitor and ensure compliance with ACS No.: 4585 applicable laws, rules, regulations and guidelines, including Place: Kolkata CP.No.: 2077 general laws, labour laws, competition law and environment Date: April 14, 2021. UDIN: A004585C000043129 laws.

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APPENDIX-I (To the Secretarial Audit Report to the Members of Tata Metaliks Limited for the financial year ended 31st March, 2021)

List of laws applicable to the Company and its The Maternity Benefit Act, 1961 manufacturing plant: The Child and Adolescent Labour (Prohibition & Regulation) Registered Office: Act, 1986 Situated at:- ‘Tata Centre”, 10th Floor, 43, Chowringhee Road, The Industrial Employment (Standing Order) Act, 1946 Kolkata-700071. The Employees’ Compensation Act, 1923 Manufacturing Plants: Located at:- Kharagpur, West Bengal. The Equal Remuneration Act, 1976; Under the Major Group and Head: The Employment Exchange (Compulsory Notification of a. Labour Laws:- Vacancies) Act, 1959; & The Factories Act, 1948. The Sexual Harassment of Women at Workplace (Prevention, The Industrial Disputes Act, 1947 Prohibition and Redressal) Act, 2013. The Payment of Wages Act, 1936 b. Environmental Laws:- Water (Prevention and Control of Pollution) Act, 1974. The Minimum Wages Act, 1948 Air (Prevention and Control of Pollution) Act, 1981. The Employees’ State Insurance Act, 1948 Environment (Protection) Act, 1986 The Employees Provident Funds and Miscellaneous Provisions Act, 1952 The Public Liability Insurance Act, 1991. The Payment of Bonus Act, 1965 Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016. The Payment of Gratuity Act, 1972 The Contract Labour (Regulation & Abolition) Act, 1970

(P V SUBRAMANIAN) Company Secretary in Whole-time Practice ACS No.: 4585 Place: Kolkata CP. No.: 2077 Date: April 14, 2021. UDIN: A004585C000043129

93 APPENDIX-II (To the Secretarial Audit Report to the Members of Tata Metaliks Limited for the financial year ended 31st March, 2021)

To, The Members, Tata Metaliks Limited. My Secretarial Audit Report for the financial year ended 31/03/2021 of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit. 2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts reflected on secretarial records. I believe that the processes and practices I followed provide a reasonable basis for my opinion. 3. I have not verified the correctness and appropriateness of financial records and Books of Account of the Company. 4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations and standards is the responsibility of the management. My examination was limited to the verification of procedures on test basis. 6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. 7. Due to prevailing circumstances of covid-19 pandemic, the audit was conducted by distance mode and my report is based on verification of Company’s books, papers, minutes books, forms and returns filed, documents and other records furnished by the Company electronically and also the information provided by Company and its officers by audio and visual means.

(P V SUBRAMANIAN) Company Secretary in Whole-time Practice ACS No.: 4585 Place: Kolkata CP. No.: 2077 Date: April 14, 2021. UDIN: A004585C000043129

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ANNEXURE H PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS [Pursuant to Section 186 of the Companies Act, 2013]

Amount outstanding as on March 31, 2021

(₹ crore) Particulars Amount Loans given 150 Guarantees given - Investments made -

Loans, Guarantees given or Investments made during the Financial Year 2020-21

(₹ crore) Particulars of Loan, Guarantees Purpose for which the loans, guarantees and Name of the Entity Relation Amount given or Investments made investments are proposed to be utilized Tata Steel Downstream Related party and subsidiary 150 Loan Working capital Products Limited of Holding Company

On behalf of the Board of Directors Sd/- Koushik Chatterjee Place: Mumbai Chairman Date: April 14, 2021 DIN: 00004989

95 ANNEXURE I PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rules framed thereunder

(A) Conservation of Energy c) Elimination of multiple coke handling and charging directly in ground hopper for GSA Coke – Impact – savings (i) Steps taken on conservation of energy and its impact: due to HSD & coke moisture reduction with a benefit of Electrical energy saving `36 lakhs/year a) Installation of VVF drives in CW pump & sealing blower in PCI Solid fuel (coke & coal) saving; thermal energy efficiency & slag granulation pump of MBF - Impact – Potential Energy improvement saving of 219625 kWh/year with a benefit of `18L/year a) Increase in PCI usage & oxygen enrichment in MBFs to b) Synchronization of CPP-2 & 3 with grid and increase reduce carbon rate & cost – benefit of `23.71 crore/year captive generation to reduce grid import & power cost – b) Savings on account of reduction in Net Fuel Rate in MBFs – Impact – Extra captive power generation of 3639591 kWh/ benefit of `50.13 crore/year year with a benefit of `2.97 crore/year c) Optimizing Coal blend (CFT) through lower usage of HCC c) 4 nos of harmonic filters installation at secondary coils of – benefit of `1.93 crore/year 2 nos of induction furnaces (1/F) transformers – benefit of `71 lakhs in 3 months d) In-house preheating of hot blast stoves during shutdown – benefit of `12 lakhs/year. d) 25 nos of VVFD installation at CCM-1,2,3,4 & 5 motors for energy saving – benefit of `31 lakhs/year (ii) Steps taken by the Company for utilizing alternate sources of Energy: e) 75 KW VFD installation in CA fan motor of annealing a) Use of BFG fired boiler to generate power in CPP 1 & 2 – furnace (A/F) to reduce power consumption – benefit of benefit – power generation of 6.7 MW `15 lakhs/year b) Use of waste heat of coke oven gas for power generation f) Replacement of 150 nos. of 250 W metal halide lamps through WHRB – benefit power generation of 25 MW with 75 nos. of 250 W LED lights to reduce lighting load – Impact – Energy saving – 157500 kWh with a benefit of c) Installation of 18 kWp on grid roof top solar power system `13 lakhs/year at truck parking area – Impact – Total power generation of 17300 kWh/yr with a benefit of `1.5 lakhs/year g) Installation of HT VVFDs in sinter main ID, tail ID & PCI ID fans for energy saving, better operational control & d) Installation of 10 kWp solar power system at guest house higher equipment life ( under commissioning) – Impact – roof top – Impact – Solar power generation 6461 kWh/yr potential energy saving of 2653274 kWh/yr with a benefit with a benefit of `0.5 lakhs/year of `2.4 crore/year e) Installation of grid connected battery less 1 MW Liquid Fuel saving solar power plant at finishing line 1,2 & 3 ( under a) Fuel conservators installation in mobile equipment – Fuel commissioning) – Total generation potential 22923900 saving 4-8% kWh/yr with a benefit of `49.3 lakhs/year b) HSD consumption reduction in CPP 1 & 2 by burner f) Installation of 1000 LPD roof top solar heater in central cleaning from outside control valve installation, canteen to reduce HSD consumption – Impact – potential simultaneous back charging of CPP1 & 2 from grid & LPG saving of 72 cylinders/day with a benefit of `1 l/year better monitoring – Impact – HSD saving of 43 KL/year with a benefit of `27 lakhs/year

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(i) Capital investment on energy conservation equipment:

Particulars ₹ crore a) LT VVFDs installation in pumps & blowers of PCI & MBFs 0.33 b) HT VVFDs in sinter plant & PCI 2.00 c) CPP synchronization with grid, energy management system & capacitor bank installation 6.20 d) Harmonic filter installation in I/F 0.48 e) 75 KW VFD installation in A/F 0.15 f) VVFD installed at CCM – 1,2,3,4, & 5 0.21 g) Installation of 15 MW waste heat recovery power plant (CPP4) 87.00 h) 18 kWp on grid roof top solar power system at truck parking 0.07 i) Installation of grid connected battery less 1 MW solar power plant (under commissioning) on BOOT basis 0.02 j) 1000 LPD roof top solar heater in central canteen 0.06

(B) Technology Absorption 1 Efforts made towards technology absorption Pulverized Coal Injection (PCI) in MBFs leading to replacing high cost coke by coal 2 The benefits derived such as product improvement, cost reduction, Mechanized system for Ferro-silicon addition product development or import substitution 3 In case of imported technology (imported during the last three years PCI for replacement of coke by coal (supplied by Ande, China) reckoned from the beginning of the financial year) Pig casting machine capacity up gradation with new mould design The details of technology imported (supplied by Shelin, China) a) The year of import 2018 b) Whether the technology been fully absorbed Yes c) If not fully absorbed, areas where absorption has not taken place, N.A and the reason thereof; 4 The expenditure incurred on Research and Development The following process change took place in the year: a) Increased coal injection b) Increased oxygen enrichment

(C) Foreign Exchange Earnings and Outgo (₹ lakhs) FY 2020-21 FY2019-20 Foreign exchange earnings 5025.19 6464.71 Value of direct imports (C.I.F. Value) 29183.59 27358.75 Expenditure in foreign currency 1795.79 1339.81

On behalf of the Board of Directors Sd/- Koushik Chatterjee Place: Mumbai Chairman Date: April 14, 2021 DIN: 00004989

97 INDEPENDENT AUDITOR’S REPORT

To the Members of Tata Metaliks Limited Basis for opinion Report on the audit of the financial statements 3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our Opinion responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial 1. We have audited the accompanying financial statements of Statements section of our report. We are independent of the Tata Metaliks Limited (“the Company”), which comprise the Company in accordance with the Code of Ethics issued by Balance sheet as at March 31, 2021, and the statement of Profit the Institute of Chartered Accountants of India together with and Loss (including Other Comprehensive Income), Statement the ethical requirements that are relevant to our audit of the of Changes in Equity and Statement of Cash Flows for the year financial statements under the provisions of the Act and the Rules then ended, and notes to the financial statements, including thereunder, and we have fulfilled our other ethical responsibilities a summary of significant accounting policies and other in accordance with these requirements and the Code of Ethics. explanatory information. We believe that the audit evidence we have obtained is sufficient 2. In our opinion and to the best of our information and and appropriate to provide a basis for our opinion. according to the explanations given to us, the aforesaid financial statements give the information required by the Key audit matters Companies Act, 2013 (“the Act”) in the manner so required and 4. Key audit matters are those matters that, in our professional give a true and fair view in conformity with the accounting judgment, were of most significance in our audit of the principles generally accepted in India, of the state of affairs of financial statements of the current period. These matters were the Company as at March 31, 2021, and total comprehensive addressed in the context of our audit of the financial statements income (comprising of profit and other comprehensive income), as a whole, and in forming our opinion thereon, and we do not changes in equity and its cash flows for the year then ended. provide a separate opinion on these matters.

Key audit matter How our audit addressed the key audit matter Appropriateness of carrying amount of deferred tax assets relating to Our audit procedures included the following: Minimum Alternate Tax (MAT) credit Understood and evaluated the design and tested the operating (Refer Note 3 to the financial statements – Use of estimates and critical effectiveness of Company’s controls relating to taxation and the accounting judgements – Valuation of Deferred Tax Assets.) assessment of carrying amount of deferred tax assets; The Company has recognised deferred tax assets on the unutilised tax Reviewed the Company’s accounting policy in respect of recognizing credits representing Minimum Alternate Tax (MAT), in accordance with the deferred tax assets; provisions of Section 115JB of the Income-tax Act, 1961 and related rules, Involved auditor’s experts to evaluate the availability of the tax credit paid on the book profit in the years in which the Company did not have in keeping with the applicable provision of Income tax Act / Rules; normal taxable profits. The carrying amount of MAT Credit, included under Deferred Tax Liabilities (net) is ` 7015.38 lakhs as at the balance sheet date. Assessed the calculations and assumptions supporting the carrying amount of the asset; The balance of MAT Credit assets is significant to the financial statements. Under the Indian Accounting Standard (IND AS) 12, these assets require Evaluated the reasonableness of the assumptions underlying review at each reporting period. management’s profit projections in the light of the relevant economic, internal and external factors; This has been determined as a key audit matter as the Assessed the reasonableness of historical accuracy of the Company’s assessment of the appropriateness of the carrying amount of deferred projections by comparing the projections used in the prior year tax asset relating to MAT involves significant management judgement in model with actual performance in the current year; assessing the availability of future taxable profits to offset the accumulated MAT credits, assessment of assumptions (internal / external factors including Assessed the sensitivity analysis applied by the Company and demand and pricing) underlying the future profit projections to establish evaluated if any change in the assumptions will lead to any material reasonable certainty around utilization of the asset. change in carrying amount; Evaluated the adequacy and appropriateness of disclosures made in the financial statements; Based on our above procedures performed, we considered the carrying amount of deferred tax assets relating to MAT credit to be reasonable.

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Other Information Auditor’s responsibilities for the audit of the financial statements 5. The Company’s Board of Directors is responsible for the other information. The other information comprises the information 8. Our objectives are to obtain reasonable assurance about in the Integrated Report and the Board’s Report along with whether the financial statements as a whole are free from Annexures to the Board’s Report included in the Company’s material misstatement, whether due to fraud or error, and to Annual Report (titled as ‘Tata Metaliks Integrated Report & issue an auditor’s report that includes our opinion. Reasonable Annual Accounts 2020-21’) but does not include the financial assurance is a high level of assurance, but is not a guarantee statements and our auditor’s report thereon. that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements Our opinion on the financial statements does not cover the can arise from fraud or error and are considered material if, other information and we do not express any form of assurance individually or in the aggregate, they could reasonably be conclusion thereon. expected to influence the economic decisions of users taken on In connection with our audit of the financial statements, our the basis of these financial statements. responsibility is to read the other information and, in doing 9. As part of an audit in accordance with SAs, we exercise so, consider whether the other information is materially professional judgment and maintain professional scepticism inconsistent with the financial statements or our knowledge throughout the audit. We also: obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we • Identify and assess the risks of material misstatement of the conclude that there is a material misstatement of this other financial statements, whether due to fraud or error, design information, we are required to report that fact. and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate We have nothing to report in this regard. to provide a basis for our opinion. The risk of not detecting Responsibilities of management and those charged a material misstatement resulting from fraud is higher than with governance for the financial statements for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the 6. The Company’s Board of Directors is responsible for the override of internal control. matters stated in section 134(5) of the Act with respect to • Obtain an understanding of internal control relevant to the preparation of these financial statements that give a true the audit in order to design audit procedures that are and fair view of the financial position, financial performance, appropriate in the circumstances; under Section 143(3)(i) of changes in equity and cash flows of the Company in accordance the Act, we are also responsible for expressing our opinion with the accounting principles generally accepted in India, on whether the Company has adequate internal financial including the Accounting Standards specified under section controls with reference to financial statements in place and 133 of the Act. This responsibility also includes maintenance of the operating effectiveness of such controls. adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and • Evaluate the appropriateness of accounting policies used for preventing and detecting frauds and other irregularities; and the reasonableness of accounting estimates and selection and application of appropriate accounting policies; related disclosures made by management. making judgments and estimates that are reasonable and • Conclude on the appropriateness of management’s use of prudent; and design, implementation and maintenance of the going concern basis of accounting and, based on the adequate internal financial controls, that were operating audit evidence obtained, whether a material uncertainty effectively for ensuring the accuracy and completeness of exists related to events or conditions that may cast the accounting records, relevant to the preparation and significant doubt on the Company’s ability to continue as a presentation of the financial statements that give a true and fair going concern. If we conclude that a material uncertainty view and are free from material misstatement, whether due to exists, we are required to draw attention in our auditor’s fraud or error. report to the related disclosures in the financial statements 7. In preparing the financial statements, management is or, if such disclosures are inadequate, to modify our responsible for assessing the Company’s ability to continue as opinion. Our conclusions are based on the audit evidence a going concern, disclosing, as applicable, matters related to obtained up to the date of our auditor’s report. However, going concern and using the going concern basis of accounting future events or conditions may cause the Company to unless management either intends to liquidate the Company or cease to continue as a going concern. to cease operations, or has no realistic alternative but to do so. • Evaluate the overall presentation, structure and content The Board of Directors are also responsible for overseeing the of the financial statements, including the disclosures, and Company’s financial reporting process. whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

99 10. We communicate with those charged with governance (e) On the basis of the written representations received from regarding, among other matters, the planned scope and the directors, taken on record by the Board of Directors, timing of the audit and significant audit findings, including none of the directors is disqualified as on March 31, 2021 any significant deficiencies in internal control that we identify from being appointed as a director in terms of Section 164 during our audit. (2) of the Act. 11. We also provide those charged with governance with a (f) With respect to the adequacy of the internal financial statement that we have complied with relevant ethical controls with reference to financial statements of the requirements regarding independence, and to communicate Company and the operating effectiveness of such with them all relationships and other matters that may controls, refer to our separate Report in “Annexure A”. reasonably be thought to bear on our independence, and (g) With respect to the other matters to be included in where applicable, related safeguards. the Auditor’s Report in accordance with Rule 11 of the 12. From the matters communicated with those charged with Companies (Audit and Auditors) Rules, 2014, in our governance, we determine those matters that were of most opinion and to the best of our information and according significance in the audit of the financial statements of the to the explanations given to us: current period and are therefore the key audit matters. We i. The Company has disclosed the impact of pending describe these matters in our auditor’s report unless law or litigations on its financial position in its financial regulation precludes public disclosure about the matter or statements – Refer Note 28 to the financial when, in extremely rare circumstances, we determine that a statements; matter should not be communicated in our report because the adverse consequences of doing so would reasonably be ii. The Company has long-term contracts and expected to outweigh the public interest benefits of such derivative contracts as at March 31, 2021 for which communication. there were no material foreseeable losses.

Report on other legal and regulatory requirements iii. There were no amounts which were required to be transferred to the Investor Education and Protection 13. As required by the Companies (Auditor’s Report) Order, 2016 Fund by the Company during the year ended March (“the Order”), issued by the Central Government of India in 31, 2021. terms of sub-section (11) of section 143 of the Act, we give in the iv. The reporting on disclosures relating to Specified Annexure B a statement on the matters specified in paragraphs Bank Notes is not applicable to the Company for the 3 and 4 of the Order, to the extent applicable. year ended March 31, 2021. 14. As required by Section 143(3) of the Act, we report that: 15. The Company has paid/ provided for managerial remuneration (a) We have sought and obtained all the information and in accordance with the requisite approvals mandated by the explanations which to the best of our knowledge and provisions of Section 197 read with Schedule V to the Act. belief were necessary for the purposes of our audit. (b) In our opinion, proper books of account as required by For Price Waterhouse & Co Chartered Accountants LLP law have been kept by the Company so far as it appears Firm Registration Number: 304026E/E300009 from our examination of those books. Chartered Accountants (c) The Balance Sheet, the Statement of Profit and Loss Pinaki Chowdhury (including other comprehensive income), the Statement Partner of Changes in Equity and Cash Flow Statement dealt Membership Number: 057572 with by this Report are in agreement with the books of UDIN: 21057572AAAAAJ9368 account. (d) In our opinion, the aforesaid financial statements comply Kolkata with the Accounting Standards specified under Section April 14, 2021 133 of the Act.

100 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

ANNEXURE A TO INDEPENDENT AUDITORS’ REPORT Referred to in paragraph 14 (f) of the Independent Auditors’ Report of even date to the members of Tata Metaliks Limited on the financial statements for the year ended March 31, 2021

Report on the Internal Financial Controls with established and maintained and if such controls operated reference to financial statements under Clause (i) of effectively in all material respects. Sub-section 3 of Section 143 of the Act 4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls 1. We have audited the internal financial controls with reference to system with reference to financial statements and their financial statements of Tata Metaliks Limited (“the Company”) operating effectiveness. Our audit of internal financial controls as of March 31, 2021 in conjunction with our audit of financial with reference to financial statements included obtaining an statements of the Company for the year ended on that date. understanding of internal financial controls with reference to Management’s Responsibility for Internal Financial financial statements, assessing the risk that a material weakness Controls exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 2. The Company’s management is responsible for establishing The procedures selected depend on the auditor’s judgement, and maintaining internal financial controls based on the including the assessment of the risks of material misstatement internal control over financial reporting criteria established of the financial statements, whether due to fraud or error. by the Company considering the essential components of 5. We believe that the audit evidence we have obtained is internal control stated in the Guidance Note on Audit of sufficient and appropriate to provide a basis for our audit Internal Financial Controls Over Financial Reporting issued by opinion on the Company’s internal financial controls system the Institute of Chartered Accountants of India (ICAI). These with reference to financial statements. responsibilities include the design, implementation and maintenance of adequate internal financial controls that were Meaning of Internal Financial Controls with operating effectively for ensuring the orderly and efficient reference to financial statements conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and 6. A company’s internal financial controls with reference detection of frauds and errors, the accuracy and completeness to financial statements is a process designed to provide of the accounting records, and the timely preparation of reliable reasonable assurance regarding the reliability of financial financial information, as required under the Act. reporting and the preparation of financial statements for external purposes in accordance with generally accepted Auditors’ Responsibility accounting principles. A company’s internal financial controls with reference to financial statements includes those policies 3. Our responsibility is to express an opinion on the Company’s and procedures that (1) pertain to the maintenance of records internal financial controls with reference to financial statements that, in reasonable detail, accurately and fairly reflect the based on our audit. We conducted our audit in accordance transactions and dispositions of the assets of the company; (2) with the Guidance Note on Audit of Internal Financial provide reasonable assurance that transactions are recorded Controls Over Financial Reporting (the “Guidance Note”) and as necessary to permit preparation of financial statements in the Standards on Auditing deemed to be prescribed under accordance with generally accepted accounting principles, and section 143(10) of the Act to the extent applicable to an audit that receipts and expenditures of the company are being made of internal financial controls, both applicable to an audit of only in accordance with authorisations of management and internal financial controls and both issued by the ICAI. Those directors of the company; and (3) provide reasonable assurance Standards and the Guidance Note require that we comply regarding prevention or timely detection of unauthorised with ethical requirements and plan and perform the audit to acquisition, use, or disposition of the company’s assets that obtain reasonable assurance about whether adequate internal could have a material effect on the financial statements. financial controls with reference to financial statements was

101 Inherent Limitations of Internal Financial Controls reference to financial statements were operating effectively as with reference to financial statements at March 31, 2021, based on the internal control over financial reporting criteria established by the Company considering the 7. Because of the inherent limitations of internal financial controls essential components of internal control stated in the Guidance with reference to financial statements, including the possibility Note on Audit of Internal Financial Controls Over Financial of collusion or improper management override of controls, Reporting issued by the Institute of Chartered Accountants of material misstatements due to error or fraud may occur and not India. be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial For Price Waterhouse & Co Chartered Accountants LLP controls with reference to financial statements may become Firm Registration Number: 304026E/E300009 inadequate because of changes in conditions, or that the Chartered Accountants degree of compliance with the policies or procedures may deteriorate. Pinaki Chowdhury Partner Opinion Membership Number: 057572 8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to Kolkata financial statements and such internal financial controls with April 14, 2021

102 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

ANNEXURE B TO INDEPENDENT AUDITORS’ REPORT Referred to in paragraph 13 of the Independent Auditors’ Report of even date to the members of Tata Metaliks Limited on the financial statements as of and for the year ended March 31, 2021 i. (a) The Company is maintaining proper records showing full (c) In respect of the aforesaid loans, there is no amount which particulars, including quantitative details and situation, of is overdue for more than ninety days. fixed assets. iv. In our opinion, and according to the information and (b) The fixed assets are physically verified by the explanations given to us, the Company has complied with the Management according to a phased programme provisions of Section 185 and 186 of the Companies Act, 2013 designed to cover all the items over a period of three years in respect of the loans and investments made, and guarantees which, in our opinion, is reasonable having regard to the and security provided by it, as applicable. size of the Company and the nature of its assets. Pursuant v. The Company has not accepted any deposits from the public to the programme, a portion of the fixed assets has been within the meaning of Sections 73, 74, 75 and 76 of the Act and physically verified by the Management during the year the Rules framed there under to the extent notified. and no material discrepancies have been noticed on such verification. (c) The title deeds of immovable properties, as disclosed in vi. Pursuant to the rules made by the Central Government of India, Note 4A on Property, Plant and Equipment and Note 4C the Company is required to maintain cost records as specified on Right-of-use assets to the financial statements, are held under Section 148(1) of the Act in respect of its products. We in the name of the Company. have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been ii. The physical verification of inventory (excluding stocks with made and maintained. We have not, however, made a detailed third parties) have been conducted at reasonable intervals by examination of the records with a view to determine whether the Management during the year. In respect of inventory lying they are accurate or complete. with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of vii. (a) According to the information and explanations given to inventory as compared to book records were not material. us and the records of the Company examined by us, in our opinion, the Company is regular in depositing undisputed iii. The Company has not granted any loans, secured or unsecured, statutory dues, including provident fund (refer remark to companies, firms, Limited Liability Partnerships or other below), employees’ state insurance, sales tax, income parties covered in the register maintained under Section 189 of tax, service tax, duty of customs, duty of excise, value the Act except unsecured loans to one company covered in the added tax, cess, goods and service tax and other material register maintained under Section 189 of the Act. statutory dues, as applicable, with the appropriate (a) In respect of the aforesaid loans, the terms and conditions authorities. Also refer note 41 to the financial statements under which such loans were granted are not prejudicial regarding management’s assessment on certain matters to the Company’s interest. relating to provident fund. (b) In respect of the aforesaid loans, the schedule of Further, for the months April 2020 and May 2020, the repayment of principal and payment of interest has been Company has paid Goods and Service Tax and filed GSTR- stipulated. Principal amount of one loan that was due 3B after the due date but within the timelines allowed by for repayment during the year have been rolled over/ Central Board of Indirect Taxes and Customs under the renewed as fresh loan, the principal amount of the other notification number 31/2020 dated 3rd April, 2020 and loan has not fallen due for repayment yet and party is notification number 36/2020 dated rd3 April, 2020 and on regular in payment of interest, as applicable. fulfilment of conditions specified therein.

103 (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, service tax, duty of customs, duty of excise, value added tax and goods and service tax as at March 31, 2021 which have not been deposited on account of a dispute, are as follows:

Amount (` in Period to which the Name of Statute Nature of Dues Forum where Dispute is pending Lakhs) amount relates Income Tax Act, 1961 Income Tax 4,195.66 2009-10, 2010-11, 2012- Commissioner of Income Tax (Appeals) 13, 2013-14, 2015-16, 2016-17 & 2017-18 West Bengal Sales Tax 94.49 2006-07 West Bengal Commercial Tax Appellate & Sales tax Act, 1994 Revision Board Value Added Tax Act, 2005 Value Added Tax 3.13 2017-18 Additional Commissioner of Sales Tax Value Added Tax Act, 2005 Value Added Tax 2361.29 2015-16 & 2016-17 West Bengal Commercial Tax Appellate & Revision Board Goods and Service Tax Act, 2017 GST 10.23 2017-18 Assistant Commissioner Finance Act, 1994 Service Tax 605.57 2007-08, 2012-13 & Customs Excise and Service Tax Appellate 2013-14 Tribunal Finance Act, 1994 Service Tax 92.25 2010-11 to 2017-18 Assistant Commissioner Finance Act, 1994 Service Tax 87.81 2005-06 to 2010-11 Additional Commissioner Central Excise Act, 1944 Excise Duty 232.86 Till 30.06.2017 High Court -Calcutta Central Excise Act, 1944 Excise Duty 5349.30 2005-06 to 2011-12 Customs Excise and Service Tax Appellate Tribunal Central Excise Act, 1944 Excise Duty 35.81 2010-11 Joint Commissioner Central Excise Act, 1944 Excise Duty 19.45 2010-11, 2011-12, 2016- Assistant Commissioner 17 and 2017-18 Central Excise Act, 1944 Excise Duty 63.63 2014-15 & 2016-17 Additional Commissioner Customs Act, 1932 Custom Duty 12.00 2011-12 to 2015-16 Customs Excise and Service Tax Appellate Tribunal viii. According to the records of the Company examined by us and xi. The Company has paid/ provided for managerial remuneration the information and explanations given to us, the Company in accordance with the requisite approvals mandated by the has not defaulted in repayment of loans or borrowings to provisions of Section 197 read with Schedule V to the Act. Also any financial institution or bank or Government or dues to refer paragraph 15 of our main audit report. debenture holders, as applicable, as at the balance sheet date. xii. As the Company is not a Nidhi Company and the Nidhi Rules, ix. In our opinion, and according to the information and 2014 are not applicable to it, the provisions of Clause 3(xii) of explanations given to us, the moneys raised by way of term the Order are not applicable to the Company. loans have been applied on an overall basis, for the purposes xiii. The Company has entered into transactions with related parties for which they were obtained. The Company has not raised any in compliance with the provisions of Sections 177 and 188 of moneys by way of initial public offer and further public offer the Act. The details of related party transactions have been (including debt instruments). disclosed in the financial statements as required under Indian x. During the course of our examination of the books and records Accounting Standard (Ind AS) 24, Related Party Disclosures of the Company, carried out in accordance with the generally specified under Section 133 of the Act. accepted auditing practices in India, and according to the xiv. The Company has made a preferential allotment of equity information and explanations given to us, we have neither shares and convertible warrants during the financial year ended come across any instance of material fraud by the Company March 31, 2019, in compliance with the requirements of Section or on the Company by its officers or employees, noticed or 42 of the Act. Pursuant to the above, during the year, the reported during the year, nor have we been informed of any Company has made allotment of equity shares on conversion such case by the Management. of the aforesaid convertible warrants, which (along with ` 0.98

104 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

lakhs unutilized till March 31, 2020 out of the funds raised in provisions of Clause 3(xvi) of the Order are not applicable to the aforesaid financial year ended March 31, 2019), have been Company. utilized for the purposes for which funds were raised [towards funding expansion project and repayment of debt (which as For Price Waterhouse & Co Chartered Accountants LLP represented by the Board is towards strengthening the Balance Firm Registration Number: 304026E/E300009 Sheet)]. The Company has not made any other preferential Chartered Accountants allotment or private placement of shares or fully or partly convertible debentures during the year under audit. Pinaki Chowdhury xv. The Company has not entered into any non cash transactions Partner with its directors or persons connected with him. Accordingly, Membership Number: 057572 the provisions of Clause 3(xv) of the Order are not applicable to the Company. Kolkata xvi. The Company is not required to be registered under Section April 14, 2021 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the

105 BALANCE SHEET as at 31 March, 2021

` in Lakhs As at As at Notes 31.03.2021 31.03.2020 (I) ASSETS (1) Non-current assets (a) Property, plant and equipment 4A 62,236.09 57,473.31 (b) Right-of-use assets 4C 16,794.95 9,041.24 (c) Capital work-in-progress 4B 13,349.72 9,835.44 (d) Intangible assets 5 228.82 310.74 (e) Financial assets (i) Investments 6A 0.52 0.52 (ii) Other financial assets 7 0.20 51.92 (f) Non-current tax assets (net) 803.04 680.80 (g) Deferred tax assets (net) 35 - 1,995.16 (h) Other non current assets 8 3,192.25 5,141.36 Total non-current assets 96,605.59 84,530.49 (2) Current assets (a) Inventories 9 40,869.67 38,548.15 (b) Financial assets (i) Investments 6B - 1,000.00 (ii) Loans 6C 15,000.00 - (iii) Trade receivables 10 24,696.46 28,026.59 (iv) Cash and cash equivalents 11A 4,031.26 10,783.26 (v) Other balances with banks 11B 175.43 202.73 (vi) Other financial assets 7 2,417.91 3,194.03 (c) Other current assets 8 2,384.37 3,188.92 Total current assets 89,575.10 84,943.68 TOTAL ASSETS 186,180.69 169,474.17 (II) EQUITY AND LIABILITIES (1) Equity (a) Equity share capital 12 3,157.75 2,808.50 (b) Other equity 13 126,847.50 89,131.47 Total equity 130,005.25 91,939.97 (2) Non-current liabilities (a) Financial liabilities (i) Lease Liability 14,198.17 8,550.96 (b) Provisions 15 2,266.38 1,843.51 (c) Deferred tax liabilities (net) 35 1,174.24 - Total non-current liabilities 17,638.79 10,394.47 (3) Current liabilities (a) Financial liabilities (i) Borrowings 14 1,000.00 21,138.86 (ii) Lease Liability 822.84 543.37 (iii) Trade payables 16 26,960.08 39,044.30 (a) Total outstanding dues of micro and small enterprises 79.44 17.67 (b) Total outstanding dues of creditors other than micro and small enterprises 26,880.64 39,026.63 (iv) Other financial liabilities 18 3,706.42 2,580.51 (b) Provisions 15 1,087.99 803.85 (c) Current tax liabilities (net) 429.22 147.37 (d) Other current liabilities 19 4,530.10 2,881.47 Total current liabilities 38,536.65 67,139.73 TOTAL EQUITY AND LIABILITIES 186,180.69 169,474.17

The accompanying notes form an integral part of the Balance Sheet. This is the Balance Sheet referred to in our report of even date. For and on behalf of the Board of Directors For Price Waterhouse & Co Chartered Accountants LLP Koushik Chatterjee Sandeep Kumar Amit Ghosh Firm Registration Number: 304026E/E-300009 Chairman Managing Director Independent Director Chartered Accountants Pinaki Chowdhury Avishek Ghosh Subhra Sengupta Partner Company Secretary Chief Financial Officer Membership Number: 057572 Kolkata, April 14, 2021 Kolkata, April 14, 2021

106 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

STATEMENT OF PROFIT AND LOSS for the year ended 31 March, 2021

` in Lakhs For the year ended For the year ended Notes 31.03.2021 31.03.2020 A CONTINUING OPERATIONS I Revenue from operations 20 191,666.50 205,062.98 II Other Income 21 812.14 1,580.69 III Total Income (I + II) 192,478.64 206,643.67 IV EXPENSES (a) Cost of materials consumed 22 92,693.62 124,015.04 (b) Changes in stock of finished goods and work-in-progress 23 4,117.21 (3,663.97) (c) Employee benefits expense 24 12,790.75 12,539.05 (d) Finance costs 25 2,360.26 3,314.17 (e) Depreciation and amortisation expense 26 6,712.74 6,505.53 (f) Other expenses 27 43,141.68 43,712.03 Total Expenses (IV) 161,816.26 186,421.85 V Profit before tax from continuing operations (III -IV) 30,662.38 20,221.82 VI Tax Expense (1) Current tax 34 9,325.57 3,560.55 (2) Deferred tax 35 (725.16) (18.57) Total tax expense (VI) 8,600.41 3,541.98 VII Profit from continuing operations (V - VI) 22,061.97 16,679.84 B DISCONTINUED OPERATIONS VIII Loss from discontinued operations before tax 36 (80.91) (84.12) IX Tax Expense of discontinued operations - - X Loss from discontinued operations after tax (VIII-IX) (80.91) (84.12) C TOTAL OPERATIONS XI Profit for the year (VII + X) 21,981.06 16,595.72 XII Other comprehensive income Items that will not be reclassified to profit or loss Remeasurements on the defined benefit plans (46.19) (274.14) Income tax on above 16.14 95.79 Total other comprehensive income, net of taxes (XII) (30.05) (178.35) XIII Total Comprehensive income for the year (XI + XII) 21,951.01 16,417.37 XIV (a) Earnings per equity share (for continuing operations): 30 (1) Basic [Face Value `10 each] 73.83 59.39 (2) Diluted [Face Value `10 each] 69.87 52.82 (b) Earnings per equity share (for discontinued operations): (1) Basic [Face Value `10 each] (0.28) (0.30) (2) Diluted [Face Value `10 each] (0.28) (0.30) (c) Earnings per equity share (for discontinued and continuing operations): (1) Basic [Face Value `10 each] 73.55 59.09 (2) Diluted [Face Value `10 each] 69.61 52.55

The accompanying notes form an integral part of the Statement of Profit and Loss. ‘This is the Statement of Profit and Loss referred to in our report of even date. For and on behalf of the Board of Directors

For Price Waterhouse & Co Chartered Accountants LLP Koushik Chatterjee Sandeep Kumar Amit Ghosh Firm Registration Number: 304026E/E-300009 Chairman Managing Director Independent Director Chartered Accountants

Pinaki Chowdhury Avishek Ghosh Subhra Sengupta Partner Company Secretary Chief Financial Officer Membership Number: 057572

Kolkata, April 14, 2021 Kolkata, April 14, 2021

107 STATEMENT OF CHANGES IN EQUITY for the year ended 31 March, 2021

` in Lakhs As at As at Notes 31.03.2021 31.03.2020 (A) EQUITY SHARE CAPITAL 12 Balance at the beginning of the year 2,808.50 2,808.50 Changes in equity share capital during the year 349.25 - Balance at the end of the year 3,157.75 2,808.50

(B) OTHER EQUITY 13 ` in Lakhs Securities Retained Total Other Year ended 31.03.2021 Share Warrants Capital reserve General reserve premium earnings Equity Balance at the beginning of the year 5,605.46 17,677.04 8,885.13 8,211.99 48,751.85 89,131.47 Issue of convertible warrants 16,816.39 - - - - 16,816.39 Conversion of share warrants to equity shares (22,421.85) 22,072.60 - - - (349.25) Profit for the year - - - - 21,981.06 21,981.06 Dividend on equity shares - - - - (702.12) (702.12) Other comprehensive income arising from - - - - (30.05) (30.05) remeasurement of defined benefit obligation net of income tax Balance at the end of the year - 39,749.64 8,885.13 8,211.99 70,000.74 126,847.50

` in Lakhs Securities Retained Total Other Year ended 31.03.2020 Share Warrants Capital reserve General reserve premium earnings Equity Balance at the beginning of the year 5,605.46 17,677.04 8,885.13 8,211.99 33,519.51 73,899.13 Profit for the year - - - - 16,595.72 16,595.72 Dividend on equity shares - - - - (982.98) (982.98) Tax on dividend - - - - (202.05) (202.05) Other comprehensive income arising from - - - - (178.35) (178.35) remeasurement of defined benefit obligation net of income tax Balance at the end of the year 5,605.46 17,677.04 8,885.13 8,211.99 48,751.85 89,131.47

The accompanying notes form an integral part of the Statement of Changes in Equity. This is the Statement of changes in equity referred to in our For and on behalf of the Board of Directors report of even date.

For Price Waterhouse & Co Chartered Accountants LLP Koushik Chatterjee Sandeep Kumar Amit Ghosh Firm Registration Number: 304026E/E-300009 Chairman Managing Director Independent Director Chartered Accountants

Pinaki Chowdhury Avishek Ghosh Subhra Sengupta Partner Company Secretary Chief Financial Officer Membership Number: 057572

Kolkata, April 14, 2021 Kolkata, April 14, 2021

108 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

CASH FLOW STATEMENT for the year ended 31 March, 2021

` in Lakhs For the year ended For the year ended Notes 31.03.2021 31.03.2020 A. CASH FLOW FROM OPERATING ACTIVITIES: Profit before tax (including Loss on discontinued operations) 30,581.47 20,137.70 Adjustments for: Finance Costs 25 2,360.26 3,314.17 Depreciation and amortisation expense 26 6,712.74 6,505.53 Interest Income from financial assets at amortised cost 21 (596.22) (94.04) Amortisation of government grant 21 (41.88) (1,003.67) Dividend Income on investment carried at fair value through profit or loss 21 (50.06) (0.78) Loss on cancellation of forward contracts 27 99.79 253.47 Gain on disposal of Property, Plant and Equipment 27 (1.82) (0.53) Loss on foreign currency transactions 27 472.43 242.84 Operating profit before working capital changes 39,536.71 29,354.69 Adjustment for working capital Inventories (1,087.51) (7,044.65) Non-current/current financial and non-financial Assets 4,631.67 (1,237.87) Non-current/current financial and non-financial liabilities/provisions (9,701.70) (10,289.82) Cash generated from operations 33,379.17 10,782.35 Income Taxes paid (5,255.26) (3,767.70) Net cash generated from operating activities 28,123.91 7,014.65 B. CASH FLOW FROM INVESTING ACTIVITIES: Interest income received 464.13 270.02 Dividend Income on investment carried at fair value through profit or loss 50.06 0.78 Payments for property, plant and equipment, capital work -in-progress, other intangible assets and (14,395.07) (13,892.16) right-of-use assets Inter Corporate Loan placed (15,000.00) - Proceeds on disposal of property, plant and equipment 1.82 1.13 Net Proceeds/ (payment) from/ for sale/purchase of investments 1,000.00 (999.00) Net Cash used in by investing activities (27,879.06) (14,619.23) C. CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from working capital loans 28,000.65 76,165.40 Repayment of working capital loans (40,744.02) (62,493.59) Proceeds from Buyer’s credit 13,886.40 8,827.37 Repayment of buyer’s credit (21,206.53) (1,699.09) Proceeds from warrants (converted into shares during the year) 16,816.39 - Principal elements of lease payment (580.75) (451.80) Interest and other borrowing costs paid (2,397.34) (3,334.12) Dividend paid (671.85) (941.49) Tax on dividend paid 13 - (202.05) Loss on cancellation of forward contracts 27 (99.79) (253.47) Net cash from/(used) in financing activities (6,996.84) 15,617.16 Net increase / (decrease) in cash and cash equivalents (6,751.99) 8,012.58 Cash and cash equivalents as at 1 April 11A 10,783.26 2,770.68 Cash and cash equivalents as at 31 March 4,031.27 10,783.26

Notes: The accompanying notes form an integral part of the Cash Flow Statement. 1. The Cash Flow Statement reflects the combined cash flows pertaining to continuing and discontinued operations. Refer note no. 36 for discontinued operations cash flows. 2 The above Cash Flow Statement has been prepared under ‘Indirect Method’ as set out in Ind AS 7 ‘Statement of Cash Flow’.

This is the Cash Flow Statement referred to in our report of even date. For and on behalf of the Board of Directors For Price Waterhouse & Co Chartered Accountants LLP Koushik Chatterjee Sandeep Kumar Amit Ghosh Firm Registration Number: 304026E/E-300009 Chairman Managing Director Independent Director Chartered Accountants Pinaki Chowdhury Avishek Ghosh Subhra Sengupta Partner Company Secretary Chief Financial Officer Membership Number: 057572 Kolkata, April 14, 2021 Kolkata, April 14, 2021

109 NOTES to the Financial Statements

1. General Corporate Information All other assets are classified as non-current. A liability is classified as current when: Tata Metaliks Limited (“the Company”) is a subsidiary of Tata Steel Limited. The Company is engaged in the manufacture and a) it is expected to be settled in the normal operating sale of pig iron and ductile iron pipes. The Company is having cycle, its manufacturing plant at Kharagpur in the state of West b) it is held primarily for the purpose of trading, Bengal. The Company’s equity shares are listed in BSE Limited and National Stock Exchange Limited. c) it is due to be settled within twelve months after the reporting period, or The financial statements were approved and authorised for issue in accordance with the resolution of the Company’s Board d) there is no unconditional right to defer settlement of Directors on April 14, 2021. of the liability for at least twelve months after the reporting period. 2. Significant Accounting Policies: All other liabilities are classified as non-current. This Note provides a list of the significant accounting policies Deferred tax assets and liabilities are classified as non- adopted in the preparation of the financial statements. These current. policies have been consistently applied in all material respect for all the years presented, unless otherwise stated. IV. New & amended standards adopted by the Company The Company has applied the following amendments to 2.1. Basis for preparation Ind AS for the first time for their annual reporting period I. Statement of compliance: commencing 1 April 2020: The financial statements comply in all material respects with Indian Accounting Standards (Ind AS) notified • Definition of Material amendments to Ind AS 1 and Ind under Section 133 of the Companies Act, 2013 (the “Act”) AS 8 [Companies (Indian Accounting Standards) Rules, 2015] (as • COVID-19 related concessions amendments to Ind AS amended) and other provisions of the Act. 116 II. Historical Cost Convention: • Interest Rate Benchmark Reform amendments to Ind The financial statements have been prepared on a AS 109 and Ind AS 107 historical cost basis, except for the following: The amendments listed above did not have any impact • Certain financial assets and liabilities (including on the amounts recognised in prior periods and are not derivative instruments) that is measured at fair value. expected to significantly affect the current or future • Defined benefit plans - plan assets measured at fair periods. value. V. Rounding of Amounts III. Current versus Non-current Classification: All amounts disclosed in the financial statements and The Company presents assets and liabilities in the Balance notes have been rounded off to the nearest lakh (`00,000) Sheet based on current/non-current classification. as per the requirement of Schedule III of the Companies Act, 2013 unless otherwise stated. An asset is classified as current when it is: 2.2 Intangible Assets: a) expected to be realised or intended to be sold or Intangible assets (Computer Software) has a finite useful life consumed in the normal operating cycle, and are stated at cost less accumulated amortisation and b) held primarily for the purpose of trading, accumulated impairment losses, if any. c) expected to be realised within twelve months after Computer Software: the reporting period, or Software for internal use, which is primarily acquired from third-party vendors is capitalised. Subsequent costs associated d) cash or cash equivalents unless restricted from with maintaining such software are recognised as expense being exchanged or used to settle a liability for at as incurred. Cost of software includes license fees and cost of least twelve months after the reporting period. implementation/system integration services, where applicable.

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NOTES to the Financial Statements

Amortisation Method and Periods The useful lives, residual values and the method of depreciation Computer software are amortised on a pro-rata basis using the of property, plant and equipment are reviewed, and adjusted if straight-line method over their estimated useful life of 5 years, appropriate, at the end of each reporting period. from the date they are available for use. Amortisation method Gains and losses on disposals are determined by comparing and useful lives are reviewed periodically including at each proceeds with carrying amount and are included in profit or financial year end. loss within ‘Other Income’/‘Other Expenses’. 2.3 Property, Plant and Equipment Advances paid towards the acquisition of property, plant and Freehold land is carried at historical cost. All other items of equipment outstanding at each balance sheet date is classified property, plant and equipment are stated at historical cost as ‘Capital Advances’ under other non- current assets and the less accumulated depreciation and accumulated impairment cost of property, plant and equipment not ready to use are losses, if any. Historical cost includes expenditure that is directly disclosed under ‘Capital Work-in- progress’. attributable to the acquisition of the items. 2.5 Impairment of Non - Financial Assets Subsequent costs are included in the asset’s carrying amount Assets are tested for impairment whenever events or changes or recognised as a separate asset, as appropriate, only when in circumstances indicate that the carrying amount may not be it is probable that future economic benefits associated with recoverable. An impairment loss is recognised for the amount the item will flow to the Company and the cost of the item can by which the asset’s carrying amount exceeds its recoverable be measured reliably. The carrying amount of any component amount. The recoverable amount is the higher of an asset’s fair accounted for as a separate asset is derecognised when value less costs of disposal and value in use. For the purposes of replaced. All other repairs and maintenance are charged to assessing impairment, assets are grouped at the lowest levels profit or loss during the reporting period in which they are for which there are separately identifiable cash inflows which incurred. are largely independent of the cash inflows from other assets or 2.4 Depreciation of Property, Plant and Equipment group of assets (cash- generating units). The impairment if any Depreciation is calculated on a pro-rata basis using the straight- is reviewed for reversal at each period end. line method to allocate their cost, net of their estimated 2.6 Relining expenses residual values, over their estimated useful lives in accordance Expenses incurred on relining of Blast Furnace is capitalised with Schedule II to the Act, unless otherwise mentioned. Each and depreciated over a period of five years of average expected component of an item of property, plant and equipment with life. The written down value consisting of relining expenditure a cost that is significant in relation to the cost of that item is embedded in the cost of Blast Furnace is written off in the depreciated separately if its useful life differs from the other year of fresh lining. All other relining expenses are charged as components of the item. expense in the year they are incurred. Estimated useful lives of the assets are as follows: 2.7 Investments (other than Investments in Subsidiaries) a) Factory Building 30 years. and Other Financial Assets b) Building (Others) 60 years. i) Classification c) Plant and Equipment 1 15 to 40 years. The Company classifies its financial assets in the following measurement categories: d) Furniture and Fixtures 10 years. e) Office Equipment 5 years. • those to be measured subsequently at fair value f) Data Processing Equipment 1 4 years. (either through other comprehensive income or g) Vehicles 1 5 to 8 years. through profit or loss), and h) Electrical fittings (Part of Plant and Equipment) 10 years. • those to be measured at amortised cost. i) Temporary Structure (Part of Buildings) 3 years. The classification depends on the Company’s business j) Railway Sidings 15 years model for managing the financial assets and the (1) Useful life of these class of assets includes assets wherein useful lives contractual terms of the cash flows. have been determined based on independent technical valuation carried out by external valuers which management believes best For assets measured at fair value, gains and losses represent the period over which the assets are expected to be will either be recorded in profit or loss or other used. The useful lives for these assets considered for depreciation is comprehensive income. For investments in debt different from the useful lives as prescribed under Part C of Schedule instruments, this will depend on the business model in II of the Companies Act, 2013. which the investment is held. For investments in equity

111 NOTES to the Financial Statements

instruments, this will depend on whether the Company Fair Value through Profit or Loss: Assets that do not meet has made an irrevocable election at the time of initial the criteria for amortised cost or FVOCI are measured at recognition to account for the equity investment at fair fair value through profit or loss. A gain or loss on a debt value through other comprehensive income. investment that is subsequently measured at fair value through profit or loss is recognised in profit or loss and The Company reclassifies debt investments when and presented net in the Statement of Profit and Loss within only when its business model for managing those assets ‘Other Income’/’Other Expense’ in the period in which changes. it arises. Interest income from these financial assets is ii) Measurement included in other income. At initial recognition, the Company measures a financial Equity Instruments: asset at its fair value plus, in the case of a financial asset The Company subsequently measures all equity not at fair value through profit or loss, transaction costs investments at fair value. Where the Company’s that are directly attributable to the acquisition of the management has elected to present fair value gains and financial asset. Transaction costs of financial assets carried losses on equity investments in other comprehensive at fair value through profit or loss are expensed in profit or income, there is no subsequent reclassification of fair loss. value gains and losses to profit or loss. Changes in the fair Financial assets with embedded derivatives are value of financial assets at fair value through profit or loss considered in their entirety when determining whether are recognised in ‘Other Income’/’Other Expense’ in the their cash flows are solely payment of principal and Statement of Profit and Loss. interest. iii) Impairment of Financial Assets Debt Instruments: The Company assesses on a forward-looking basis, the Subsequent measurement of debt instruments depends expected credit losses associated with its assets which on the Company’s business model for managing the asset are not fair valued through profit or loss. The impairment and the cash flow characteristics of the asset. There are methodology applied depends on whether there has three measurement categories into which the Company been a significant increase in credit risk. Note 39 details classifies its debt instruments: how the Company determines whether there has been a significant increase in credit risk. Amortised Cost: Assets that are held for collection of contractual cash flows where those cash flows represent For trade receivables only, the Company applies the solely payments of principal and interest are measured at simplified approach permitted by Ind AS 109, ‘Financial amortised cost. A gain or loss on a debt instrument that is Instruments’, which requires expected lifetime losses to subsequently measured at amortised cost is recognised in be recognised from initial recognition of the receivables. profit or loss when the asset is derecognised or impaired. iv) Derecognition of Financial Assets Interest income from these financial assets is included in A financial asset is derecognised only when other income using effective interest rate method. • the Company has transferred the rights to receive cash Fair Value through Other Comprehensive Income (FVOCI): flows from the financial asset or Assets that are held for collection of contractual cash flows and for selling the financial assets, where the • retains the contractual rights to receive the cash assets cash flows represent solely payments of principal flows of the financial asset, but assumes a contractual and interest, are measured at fair value through other obligation to pay the cash flows to one or more comprehensive income (FVOCI). Movements in the recipients. carrying amount are taken through OCI, except for Where the entity has transferred an asset, the Company the recognition of impairment gains or losses, interest evaluates whether it has transferred substantially all risks income and foreign exchange gains and losses which are and rewards of ownership of the financial asset. In such recognised in the profit or loss. When the financial asset cases, the financial asset is derecognised. Where the entity is derecognised, the cumulative gain or loss previously has not transferred substantially all risks and rewards of recognised in OCI is reclassified from equity to profit or ownership of the financial asset, the financial asset is not loss and recognised in ‘Other Income’/’Other Expense’. derecognised. Interest income from these financial assets is included in other income using effective interest rate method.

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NOTES to the Financial Statements

Where the entity has neither transferred a financial asset (ii) Post - employment benefits nor retains substantially all risks and rewards of ownership Defined Benefit Plans of the financial asset, the financial asset is derecognised The liability or asset recognised in the Balance Sheet in if the Company has not retained control of the financial respect of defined benefit plans is the present value of asset. Where the Company retains control of the financial the defined benefit obligation at the end of the reporting asset, the asset is continued to be recognised to the period less the fair value of plan assets. The defined extent of continuing involvement in the financial asset. benefit obligation is calculated annually at year end by actuaries using the projected unit credit method. v) Income Recognition Interest Income The present value of the defined benefit obligation is Interest income from debt instruments is recognised determined by discounting the estimated future cash using the effective interest rate method. The effective outflows by reference to market yields at the end of the interest rate is the rate that exactly discounts estimated reporting period on government bonds that have terms future cash receipts through the expected life of approximating to the terms of the related obligation. the financial asset to the gross carrying amount of a The net interest cost is calculated by applying the financial asset. When calculating the effective interest discount rate to the net balance of the defined benefit rate, the Company estimates the expected cash flows obligation and the fair value of plan assets. This cost is by considering all the contractual terms of the financial included in ‘Employee Benefits Expense’ in the Statement instrument but does not consider the expected credit of Profit and Loss. losses. Remeasurement gains and losses arising from experience Dividend adjustments and changes in actuarial assumptions are Dividend is recognised in profit or loss only when the recognised in the period in which they occur, directly right to receive payment is established, it is probable that in Other Comprehensive Income. These are included the economic benefits associated with the dividend will in ‘Retained Earnings’ in the Statement of Changes in flow to the Company, and the amount of the dividend can Equity. Changes in the present value of the defined be measured reliably. benefit obligations resulting from plan amendments or vi) Fair Value of Financial Instruments curtailments are recognised immediately in profit or loss In determining the fair value of financial instruments, the as past service cost. Company uses a variety of methods and assumptions Defined Contribution Plans that are based on market conditions and risks existing at Contributions under Defined Contribution Plans payable each reporting date. The methods used to determine fair in keeping with the related schemes are recognised value include discounted cash flow analysis and available as expenses for the period in which the employee has quoted market prices. All methods of assessing fair value rendered the service. result in general approximation of value, and such value may never actually be realised. (iii) Other long-term employee benefits The liabilities for leave are not expected to be settled 2.8 Employee Benefits wholly within 12 months after the end of the period in (i) Short-term Employee Benefits which the employees render the related service. They are Liabilities for short-term employee benefits that are therefore measured annually at year end by actuaries as expected to be settled wholly within 12 months after the present value of expected future benefits in respect the end of the period in which the employees render the of services provided by employees up to the end of the related service are recognised in respect of employees’ reporting period using the projected unit credit method. services up to the end of the reporting period and are The benefits are discounted using the market yields on measured at the amounts expected to be paid when government bonds at the end of the reporting period the liabilities are settled. The liabilities are presented that have terms approximating to the terms of the related as current (creditors for accrued wages and salaries) in obligation. Remeasurements as a result of experience Balance Sheet. Refer Note 16.

113 NOTES to the Financial Statements

adjustments and changes in actuarial assumptions are are determined after deducting rebates and discounts. Cost recognised in profit or loss. of work-in-progress and finished goods comprises direct materials, direct labour and an appropriate proportion of 2.9 Taxation variable and fixed overhead expenditure, the latter being The income tax expense/credit for the period is the tax payable allocated on the basis of normal operating capacity. Costs are on the current period’s taxable income based on the applicable assigned to individual items of inventory on weighted average income tax rate adjusted by changes in deferred tax assets and basis. Net realisable value is the estimated selling price in liabilities attributable to temporary differences, unused tax the ordinary course of business less the estimated costs of credits and to unused tax losses. completion and the estimated costs necessary to make the sale. The current tax charge is calculated on the basis of the tax laws 2.11 a) Cash and cash equivalents enacted or substantively enacted at the end of the reporting Cash and cash equivalents include cash in hand, deposits period. Management periodically evaluates positions taken in held at call with banks and other short-term deposits with tax returns with respect to situations in which applicable tax an original maturity of three months or less. regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid b) Trade Receivables to the tax authorities. Trade receivables are amounts due from customers for goods sold in the ordinary course of business. Trade Deferred tax is provided in full, using the liability method, receivables are recognised initially at the amount of on temporary differences arising between the tax bases of consideration that is unconditional. The Company holds assets and liabilities and their carrying amounts in the financial the trade receivables with the objective of collecting statements. Deferred income tax is determined using tax rates the contractual cash flows and therefore measures them (and laws) that have been enacted or substantially enacted subsequently at amortised cost using the effective by the end of the reporting period and are expected to apply interest method, less loss allowance. when the related deferred tax asset is realised or the deferred tax liability is settled. c) Trade Payable Trade Payables represent liabilities for goods and services Deferred tax assets are recognised for all deductible temporary provided to the Company prior to the end of financial year differences, carry forward of unused tax credits and unused tax which are unpaid. Trade and other payables are presented losses only if it is probable that future taxable amounts will be as current liabilities unless payment is not due within 12 available to utilise those temporary differences, tax credits and months after the reporting period. They are recognised losses. initially at their fair value and subsequently measured at The carrying amount of deferred tax assets is reviewed at each amortised cost using the effective interest method. balance sheet date and reduced to the extent that it is no d) Borrowings longer probable that sufficient taxable profits will be available Borrowings are initially recognised at fair value, net of to allow all or part of the asset to be utilised. transaction costs incurred. Borrowings are subsequently Deferred tax assets and liabilities are offset when there is measured at amortised cost. Any difference between the a legally enforceable right to offset current tax assets and proceeds (net of transaction costs) and the redemption liabilities and when the deferred tax balances relate to the same amount is recognised in profit or loss over the period taxation authority. Current tax assets and liabilities are offset of the borrowings using the effective interest method. where the entity has a legally enforceable right to offset and Fees paid on the establishment of loan facilities are intends either to settle on a net basis, or to realise the asset and recognised as transaction costs of the loan to the extent settle the liability simultaneously. that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw Current and deferred tax are recognised in profit or loss, down occurs. To the extent there is no evidence that it except to the extent that it relates to items recognised in other is probable that some or all of the facility will be drawn comprehensive income or directly in equity, if any. In this case, down, the fee is capitalised as a prepayment for liquidity the tax is also recognised in other comprehensive income or services and amortised over the period of the facility to directly in equity, respectively. which it relates. 2.10 Inventories Borrowings are removed from the Balance Sheet when Inventories are stated at the lower of cost and net realisable the obligation specified in the contract is discharged, value. Cost of inventories comprises cost of purchases and cancelled or expired. all other costs incurred in bringing the inventories to their present location and condition. Cost of purchased inventory

114 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

NOTES to the Financial Statements

Borrowings are classified as current liabilities unless the in which the entity operates (‘the functional currency’). Company has an unconditional right to defer settlement The financial statements are presented in Indian Rupees, of the liability for at least 12 months after the reporting which is the Company’s functional and presentation period. currency. 2.12 Provisions and Contingencies (ii) Transactions and Balances Provisions are recognised when the Company has a present In preparing the financial statements, transactions in legal or constructive obligation as a result of past events, it is currencies other than the entity’s functional currency probable that an outflow of resources will be required to settle (foreign currencies) are recognised at the rates of the obligation and the amount can be reliably estimated. exchange prevailing at the date of the transaction. At the end of each reporting period, monetary items Provisions are measured at the present value of management’s denominated in foreign currencies are translated at the best estimate of the expenditure required to settle the present rates prevailing at that date. Non-monetary items are obligation at the end of the reporting period. measured at historical cost. A disclosure for contingent liabilities is made when there is Exchange differences on monetary items are recognised a possible obligation arising from past events, the existence in the statement of profit and loss in the period in which of which will be confirmed only by the occurrence or non- they arise. occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that Exchange differences arising on the settlement of arises from past events where it is either not probable that an monetary items, and on retranslation of monetary items outflow of resources embodying economic benefits will be are included in the statement of profit and loss for the required to settle or a reliable estimate of the amount cannot period. Exchange differences arising on retranslation on be made. non-monetary items carried at fair value are included in statement of profit and loss for the period except for 2.13 Revenue Recognition differences arising on the retranslation of non-monetary The Company manufactures and sells Pig Iron and Ductile Iron items in respect of which gains and losses are recognised Pipes. Sales are recognised when control of the products have directly in other comprehensive income. been transferred, being when the products are delivered to the customer. Delivery occurs when the products have been 2.15 Borrowing Costs shipped or delivered to the specific location as the case may be, General and specific borrowing costs that are directly the risks of obsolescence and loss have been transferred, and attributable to the acquisition, construction or production of a either the customer has accepted the products in accordance qualifying asset are capitalised during the period of time that with the sales contract, or the Company has objective evidence is required to complete and prepare the asset for its intended that all criteria for acceptance have been satisfied. No element use or sale. Qualifying assets are assets that necessarily take a of financing is deemed present as the sales are made with a substantial period of time to get ready for their intended use credit term which is consistent with market practice. Sale of or sale. products include ancillary services. Other borrowing costs are expensed in the period in which they A receivable is recognised when the goods are delivered as are incurred. this is the point in time that the consideration is unconditional 2.16 Government grants because only the passage of time is required before the Grants from the Government are recognized at their fair payment is due. value when there is reasonable assurance that the grant will The Company does not have any contracts where the period be received, and the Company will comply with all attached between the transfer of the promised goods or services to the conditions. customer and payment by the customer exceeds one year. Government grants relating to income are deferred and As a consequence, the Company does not adjust any of the recognised in the profit or loss over the period necessary transaction prices for the time value of money. to match them with the costs that they are intended to 2.14 Foreign currency transactions and translation compensate and presented within other income. (i) Functional and Presentation Currency Government Grants relating to the purchase of Property, Plant Items included in the financial statements are measured and Equipment are included in liabilities as deferred income using the currency of the primary economic environment

115 NOTES to the Financial Statements

and credited to Statement of Profit and Loss on a straight line • makes adjustments specific to the lease, e .g. term, country, basis over the expected lives of the related assets and or other currency and security. systematic basis representing of the pattern of fulfillment of If a readily observable amortising loan rate is available to the obligations associated with grant received presented within individual lessee (through recent financing or market data) other income. which has a similar payment profile to the lease, then the 2.17 Leases Company use that rate as a starting point to determine the As a lessee incremental borrowing rate. Leases are recognised as a right-of-use asset and a The Company is exposed to potential future increases in corresponding liability at the date at which the leased asset variable lease payments based on an index or rate, which are is available for use by the Company. Contracts may contain not included in the lease liability until they take effect. When both lease and non-lease components. The Company allocates adjustments to lease payments based on an index or rate take the consideration in the contract to the lease and non-lease effect, the lease liability is reassessed and adjusted against the components based on their relative stand-alone prices. Assets right-of-use asset. and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present Lease payments are allocated between principal and finance value of the following lease payments: cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on • fixed payments (including in -substance fixed payments), the remaining balance of the liability for each period. less any lease incentives receivable Variable lease payments that depend on sales are recognised in • variable lease payment that are based on an index or a profit or loss in the period in which the condition that triggers rate, initially measured using the index or rate as at the those payments occurs. commencement date Right-of-use assets are measured at cost comprising the • amounts expected to be payable by the Company under following: residual value guarantees • the amount of the initial measurement of lease liability • the exercise price of a purchase option if the Company is reasonably certain to exercise that option, and • any lease payments made at or before the commencement date less any lease incentives received • payments of penalties for terminating the lease, if the lease term reflects the Company exercising that option. • any initial direct costs, and Lease payments to be made under reasonably certain extension • restoration costs. options are also included in the measurement of the liability. Right-of-use assets are generally depreciated over the shorter The lease payments are discounted using the interest rate of the asset’s useful life and the lease term on a straight- implicit in the lease. If that rate cannot be readily determined, line basis. If the Company is reasonably certain to exercise a which is generally the case for leases in the Company, the purchase option, the right-of-use asset is depreciated over the lessee’s incremental borrowing rate is used, being the rate that underlying assets useful life. the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use Payments associated with short-term leases of equipment and asset in a similar economic environment with similar terms, all leases of low-value assets are recognised on a straight-line security and conditions. basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. To determine the incremental borrowing rate, the Company: As a lessor • where possible, uses recent third-party financing received Lease income from operating leases where the Company is a by the individual lessee as a starting point, adjusted to lessor is recognised in income on a straight-line basis over the reflect changes in financing conditions since third party lease term. Initial direct costs incurred in obtaining an operating financing was received lease are added to the carrying amount of the underlying asset • uses a build-up approach that starts with a risk-free interest and recognised as expense over the lease term on the same rate adjusted for credit risk for leases held by the Company, basis as lease income. The respective leased assets are included which does not have recent third-party financing, and in the balance sheet based on their nature. The Company did

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NOTES to the Financial Statements

not need to make any adjustments to the accounting for assets The chief operating decision maker is responsible for allocating held as lessor as a result of adopting the new leasing standard. resources and assessing performance of the operating segments and has been identified as the Managing Director of 2.18 Derivative Instruments the Company. The Company enters into certain derivative contracts to hedge risks which are not designated as hedges. Derivative 2.23 Contributed Equity Instruments are initially recognised at fair value on the date Equity shares are classified as equity. Incremental cost directly a derivative contract is entered into and are subsequently re- attributable to the issue of new shares or options are shown in measured to their fair value at the end of each reporting period, equity as reduction, net of tax from the proceed. with changes included in ‘Other Income’ / ‘Other Expenses’. 3. Use of estimates and critical accounting 2.19 Offsetting Financial Instruments judgments Financial assets and liabilities are offset and the net amount is reported in the Balance Sheet where there is a legally The preparation of the financial statements in conformity with enforceable right to offset the recognised amounts and there Ind AS requires management to make judgments, estimates is an intention to settle on a net basis or realise the asset and and assumptions, that impact the application of accounting settle the liability simultaneously. The legally enforceable policies and the reported amounts of assets, liabilities, income, right must not be contingent on future events and must be expenses and disclosures of contingent assets and liabilities enforceable in the normal course of business and in the event at the date of these financial statements and the reported of default, insolvency or bankruptcy of the Company or the amounts of revenues and expenses for the years presented. counterparty. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed at each Balance Sheet 2.20 Dividend date. Revisions to accounting estimates are recognised in the Provision is made for the amount of any dividend declared, period in which the estimate is revised and future periods being appropriately authorised and no longer at the discretion affected. of the Company, on or before the end of the reporting period but not distributed at the end of the reporting period. This Note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which 2.21 Earnings per Share are more likely to be materially adjusted due to estimates and (i) Basic Earnings per Share assumptions turning out to be different than those originally Basic earnings per share is calculated by dividing: assessed. Detailed information about each of these estimates • the profit attributable to owners of the Company and judgements is included in relevant notes together with information about the basis of calculation for each impacted • by the weighted average number of equity shares line item in the financial statements. outstanding during the periods The areas involving critical estimates or judgements are: (ii) Diluted Earnings per Share Diluted earnings per share adjusts the figures used in the • Employee Benefits (Estimation of Defined Benefit determination of basic earnings per share to take into Obligation) - Notes 2.8 and 40 account: Post-employment/other long term benefits represent obligations that will be settled in future and require • the after income tax effect of interest and other assumptions to estimate benefit obligations. The accounting financing costs associated with dilutive potential is intended to reflect the recognition of benefit costs over the equity shares, and employees’ approximate service period, based on the terms • the weighted average number of additional equity of the plans and the investment and funding decisions made. shares that would have been outstanding assuming The accounting requires the Company to make assumptions the conversion of all dilutive potential equity shares. regarding variables such as discount rate and salary growth rate. Changes in these key assumptions can have a significant 2.22 Segment Reporting impact on the defined benefit obligations. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.

117 NOTES to the Financial Statements

• Estimation of Expected Useful Lives of Property, Plant adverse outcome is possible or an estimate is not determinable, and Equipment - Notes 2.4 and 4A the matter is disclosed. Management reviews its estimate of useful lives of property, • Valuation of Deferred Tax Assets - Notes 2.9 and 35 plant and equipment at each reporting date, based on the Deferred income tax expense is calculated based on the expected utility of the assets. Uncertainties in these estimates differences between the carrying value of assets and liabilities relate to technical and economic obsolescence that may for financial reporting purposes and their respective tax bases change the utility of property, plant and equipment. that are considered temporary in nature. Valuation of deferred • Contingencies - Notes 2.12 and 28 tax assets is dependent on management’s assessment of Legal proceedings covering a range of matters are pending future recoverability of the deferred tax benefit. Expected against the Company. Due to the uncertainty inherent in recoverability may result from expected taxable income in the such matters, it is often difficult to predict the final outcome. future, planned transactions or planned optimising measures. The cases and claims against the Company often raise Economic conditions may change and lead to a different factual and legal issues that are subject to uncertainties and conclusion regarding recoverability. complexities, including the facts and circumstances of each • Fair Value Measurements - Notes 2.7 and 39 particular case / claim, the jurisdiction and the differences in When the fair values of financial assets and financial liabilities applicable law. The Company consults with legal counsel and recorded in the Balance Sheet cannot be measured based on other experts on matters related to specific litigations where quoted prices in active markets, their fair values are measured considered necessary. The Company accrues a liability when using valuation techniques, including the discounted cash flow it is determined that an adverse outcome is probable and the model, which involve various judgements and assumptions. amount of the loss can be reasonably estimated. In the event an

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NOTES to the Financial Statements

4A. Property, Plant and Equipment ` in Lakhs As at As at 31.03.2021 31.03.2020 Carrying Amounts of : Freehold Land 1,589.79 1,589.79 Freehold Buildings 12,943.01 12,197.56 Plant and Equipment 45,269.82 41,482.41 Furniture and fixtures 121.42 145.40 Office Equipments 104.50 97.24 Vehicles 472.89 529.96 Data Processing Equipment 436.35 112.62 Railway Sidings 1,298.31 1,318.33 Total 62,236.09 57,473.31

` in Lakhs Furniture Data Freehold Freehold Plant and Office Railway Year ended March 31, 2021 and Vehicles Processing Total Land Buildings Equipment Equipments Sidings fixtures Equipment Opening Gross Carrying Amount 1,589.79 14,448.87 55,702.27 297.28 246.63 801.36 182.74 1,410.66 74,679.60 Additions - 1,396.35 8,620.93 20.81 34.81 48.97 365.37 69.90 10,557.14 Disposals - - - - - 36.48 - - 36.48 Closing Gross Carrying Amount 1,589.79 15,845.22 64,323.20 318.09 281.44 813.85 548.11 1,480.56 85,200.26 Opening Accumulated Depreciation - 2,251.31 14,219.86 151.88 149.39 271.40 70.12 92.33 17,206.29 Depreciation expense for the year - 650.90 4,833.52 44.79 27.55 106.04 41.64 89.92 5,794.36 On Disposals - - - - - 36.48 - - 36.48 Closing Accumulated Depreciation - 2,902.21 19,053.38 196.67 176.94 340.96 111.76 182.25 22,964.17 Net Carrying Amount at beginning of the year 1,589.79 12,197.56 41,482.41 145.40 97.24 529.96 112.62 1,318.33 57,473.31 Net Carrying Amount at end of the year 1,589.79 12,943.01 45,269.82 121.42 104.50 472.89 436.35 1,298.31 62,236.09

` in Lakhs Furniture Data Railway Freehold Freehold Plant and Office Total Year ended March 31, 2020 and Vehicles Processing Sidings Land Buildings Equipment Equipments fixtures Equipments Opening Gross Carrying Amount 1,589.79 13,177.50 59,572.41 190.81 210.76 750.75 85.62 84.84 75,662.48 Additions - 1,271.37 1,629.86 106.47 35.87 74.89 97.12 1,325.82 4,541.40 Other re-classifications (Transfers in / out) (5,500.00) (5,500.00) Disposals - - - - - 24.28 - - 24.28 Closing Gross Carrying Amount 1,589.79 14,448.87 55,702.27 297.28 246.63 801.36 182.74 1,410.66 74,679.60 Opening Accumulated Depreciation - 1,613.95 10,576.91 106.28 116.98 189.85 23.36 84.84 12,712.17 Depreciation expense for the year - 637.36 4,915.75 45.60 32.41 105.24 46.76 7.49 5,790.61 Other re-classifications (Transfers in / out) - - (1,272.80) - - - - - (1,272.80) On Disposals - - - - - 23.69 - - 23.69 Closing Accumulated Depreciation - 2,251.31 14,219.86 151.88 149.39 271.40 70.12 92.33 17,206.29 Net Carrying Amount at beginning of year 1,589.79 11,563.55 48,995.50 84.53 93.78 560.90 62.26 - 62,950.31 Net Carrying Amount at end of year 1,589.79 12,197.56 41,482.41 145.40 97.24 529.96 112.62 1,318.33 57,473.31

Notes: 1 Title deeds of immovable properties as set out in note 4A above are in the name of the Company. 2 For amount of contractual commitments for acquisition of Property, Plant and Equipment refer note 29.

119 NOTES to the Financial Statements

4B. Capital work-in-progress ` in Lakhs As at As at 31.03.2021 31.03.2020 Capital work-in-progress 13,349.72 9,835.44

4C. Right-of-use assets ` in Lakhs Right-of-use Right-of-use Right-of-use Total As at 31.03.2021 Plant and Land Buildings Equipment Opening Gross Carrying Amount 99.15 101.22 10,796.79 10,997.16 Additions 2,090.17 - 6,500.00 8,590.17 Closing Gross Carrying Amount 2,189.32 101.22 17,296.79 19,587.33 Opening Accumulated Depreciation 25.04 39.78 1,891.10 1,955.92 Depreciation expense for the year 6.00 45.15 785.31 836.46 Closing Accumulated Depreciation 31.04 84.93 2,676.41 2,792.38 Net Carrying Amount at beginning of the year 74.11 61.44 8,905.69 9,041.24 Net Carrying Amount at end of the year 2,158.28 16.29 14,620.38 16,794.95

` in Lakhs Right-of-use Right-of-use Right-of-use As at 31.03.2020 Plant and Total Land Buildings Equipment Gross Carrying Amount - - - - Additions - 101.22 5,296.79 5,398.01 Other re-classifications (Transfers in / out) 99.15 - 5,500.00 5,599.15 Closing Gross Carrying Amount 99.15 101.22 10,796.79 10,997.16 Accumulated Depreciation - - - - Depreciation expense for the year 1.05 39.78 618.30 659.13 Other re-classifications (Transfers in / out) 23.99 - 1,272.80 1,296.79 Closing Accumulated Depreciation 25.04 39.78 1,891.10 1,955.92 Net Carrying Amount at beginning of the year - - - - Net Carrying Amount at end of the year 74.11 61.44 8,905.69 9,041.24

(i) Amounts recognised in balance sheet ` in Lakhs As at As at 31.03.2021 31.03.2020 Lease Liabilities Current 822.84 543.37 Non-Current 14,198.17 8,550.96 Total 15,021.01 9,094.33

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NOTES to the Financial Statements

(ii) Amounts recognized in the statement of profit and loss ` in Lakhs As at As at Notes 31.03.2021 31.3.2020 Right-of-use Land 6.00 1.05 Right-of-use Buildings 45.15 39.78 Right-of-use Plant and Equipment 785.31 618.30 Total 26 836.46 659.13 (ii) Interest expense (Included In finance costs) 25 1,152.00 890.58 (iii) Expense relating to short-term leases (included in other expenses) 27 316.91 228.83 (iv) Expense relating to leases of low-value assets that are not shown above as short-term leases 27 51.32 25.98 (included in other expenses) (v) Expense relating to variable lease payments not included in lease liabilities 1,984.70 1,791.59

The total cash outflow for leases for the year ended 31 March 2021 was `1732.75 Lakhs (31 March 2020 was `1342.38 Lakhs) (i) Variable lease payments Some plant and equipment leases contain variable payment terms that are linked to production and consumption. Payments are on the basis of variable payment terms with payment depending majorly on the output from the leased asset. (ii) Extension and termination options Extension and termination options are included in the company’s lease contracts. These are used to maximise operational flexibility in terms of managing the assets used in the company’s operations. The extension and termination options held are exercisable by mutual consent of both the lessor and the lessee. (iii) Residual value guarantees To optimise lease costs during the contract period, the company sometimes provides residual value guarantees in relation to its leases. The company has provided residual value guarantee for its lease against coke oven plant for `1415 Lakhs (March 31, 2020 - `729 Lakhs)

5. Intangible Assets ` in Lakhs As at 31.03.2021 Computer Software (Acquired) Opening Gross Carrying Amount 429.00 Additions - Closing Gross Carrying Amount 429.00 Accumulated Amortisation at beginning of the year 118.26 Amortisation for the year 81.92 Amortisation at end of the year 200.18 Net Carrying Amount at end of the year 228.82

121 NOTES to the Financial Statements

` in Lakhs As at 31.03.2020 Computer Software (Acquired) Opening Gross Carrying Amount 70.30 Additions 358.70 Closing Balance 429.00 Accumulated Amortisation at beginning of the year 62.46 Amortisation for the year 55.80 Amortisation at end of the year 118.26 Net Carrying Amount at end of the year 310.74

6A. Non-current Investments ` in Lakhs As at As at 31.03.2021 31.3.2020 Investment carried at amortised cost Investments in national savings certificates (Unquoted) 0.52 0.52 Total 0.52 0.52

6B. Current Investments ` in Lakhs As at As at 31.03.2021 31.3.2020 Investment carried at fair value through profit or loss Investments in mutual fund (unquoted) (As at 31/03/2021 - NIL ) - 1,000.00 (As at 31/3/2020- 94,917.428 units in Tata Overnight Fund - Direct Plan- Growth ) Total - 1,000.00 Aggregate amount of unquoted investments - 1,000.00 Aggregate amount of impairment in the value of investments - -

6C. Loans ` in Lakhs As at As at 31.03.2021 31.3.2020 Inter Corporate Loan 15,000.00 - Given to Tata Steel Downstream Products Limited (Fellow subsidiary) for 90 days to meet the working capital requirements of the company. Less: Loss Allowance - - 15,000.00 - Secured, considered good - - Unsecured, considered good 15,000.00 - Unsecured, Credit impaired - - 15,000.00 -

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NOTES to the Financial Statements

7. Other Financial Assets ` in Lakhs As at 31.03.2021 As at 31.03.2020 Non Current Current Non Current Current (a) Security deposits 637.06 2,258.30 214.51 2,660.55 Less: Loss allowances (637.06) - (162.79) - (b) Interest accrued on deposits and advances - 159.61 - 27.52 (c) Deposits with banks submitted as security with government 0.20 - 0.20 - agency (d) Derivatives - foreign currency forward contracts (carried at fair - - - 505.96 value) Total 0.20 2,417.91 51.92 3,194.03

8. Other Assets ` in Lakhs As at 31.03.2021 As at 31.03.2020 Non Current Current Non Current Current (a) Capital advances 2,534.83 - 4,464.60 - (b) Balances with government authorities 657.42 911.78 674.16 964.55 (c) Other loans and advances i) Advance to supplier/service provider (other than capital) - 1,472.59 2.60 2,224.37 Total 3,192.25 2,384.37 5,141.36 3,188.92

9. Inventories ` in Lakhs As at As at 31.03.2021 31.3.2020 (At lower of cost or net realisable value) (a) Raw materials 31,434.94 26,915.20 (b) Work-in-progress 359.42 871.87 (c) Finished goods 3,374.21 6,978.97 (d) Stores, spares and others 5,701.10 3,782.11 Total 40,869.67 38,548.15 Included above, goods-in-transit: (a) Raw materials 13.37 7,825.36 (b) Finished goods 206.17 - Total 219.54 7,825.36

10. Trade Receivables ` in Lakhs As at As at 31.03.2021 31.3.2020 Trade receivables 25,557.51 28,867.95 Less: Loss allowance (861.05) (841.36) Total 24,696.46 28,026.59 Secured, considered good - - Unsecured, considered good 24,696.46 28,026.59 Unsecured, credit impaired 861.05 841.36 Total 25,557.51 28,867.95

123 NOTES to the Financial Statements

(i) Trade receivables are further analysed as follows : ` in Lakhs As at 31.03.2021 Subject to credit Credit impairment Gross credit risk Net credit risk insurance cover allowance Amounts not yet due 17,901.45 337.76 159.00 17,404.69 One month overdue 1,418.77 - 12.60 1,406.17 Two months overdue 982.30 4.71 8.72 968.87 Three months overdue 1,647.92 - 14.64 1,633.28 Between three to six months overdue 2,610.40 - 23.19 2,587.21 Greater than six months overdue 996.67 - 642.90 353.77 Total 25,557.51 342.47 861.05 24,353.99

` in Lakhs As at 31.03.2020 Subject to credit Credit impairment Gross credit risk Net credit risk insurance cover allowance Amounts not yet due 17,992.56 1,254.54 145.95 16,592.07 One month overdue 6,477.39 1,265.33 30.07 5,181.99 Two months overdue 1,115.32 288.15 9.65 817.52 Three months overdue 968.45 121.80 10.40 836.25 Between three to six months overdue 1,533.88 6.50 16.29 1,511.09 Greater than six months overdue 780.35 - 629.00 151.35 Total 28,867.95 2,936.32 841.36 25,090.27

(ii) Net Movement in the provision for impairment of trade receivables : ` in Lakhs As at As at 31.03.2021 31.3.2020 Balance at the beginning of the year 841.36 772.64 Net Movement in expected credit loss allowance on trade receivables (calculated at lifetime expected credit 19.69 68.72 losses) Balance at the end of the year 861.05 841.36 (iii) There are no outstanding debts due from directors or other officers of the company. (iv) Trade receivable from related parties as on March 31, 2021 amount to `304.98 lakhs (as on March 31, 2020 amount to `253.77 lakhs).

11A. Cash and Cash equivalents ` in Lakhs As at As at 31.03.2021 31.3.2020 (a) Cash on hand 0.68 0.66 (b) Balances with banks (i) In current accounts 3,973.01 3,582.60 (iii) Fixed Deposit (less than 3 months) 57.57 7,200.00 Total 4,031.26 10,783.26

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NOTES to the Financial Statements

11B. Other Balances with Banks ` in Lakhs As at As at 31.03.2021 31.3.2020 (a) Other bank balances(1) 175.43 145.16 (b) Fixed deposits (2) - 57.57 Total 175.43 202.73 Included above (1) Earmarked balances for unpaid dividend 175.43 145.16 (2) Represents deposits held as lien with bank and government agencies - 57.57

12. Equity Share Capital ` in Lakhs As at As at 31.03.2021 31.3.2020 Authorised: 375,000,000 Equity Shares of `10 each 37,500.00 37,500.00 (March 31, 2020: 375,000,000 Equity Shares of `10 each) Issued, subscribed and fully paid up : 31,577,500 Equity Shares of `10 each 3,157.75 2,808.50 (March 31, 2020: 28,085,000 Equity Shares of `10 each)

Movement of Equity Share Capital ` in Lakhs For the year ended 31.03.2021 For the year ended 31.03.2020 Equity Shares No. of Shares Amount No. of Shares Amount Issued, subscribed and fully paid up: At beginning of the year 28,085,000 2,808.50 28,085,000 2,808.50 Issued during the year 3,492,500 349.25 - - At end of the year 31,577,500 3,157.75 28,085,000 2,808.50

Shares held by holding company or its subsidiaries ` in Lakhs As at 31.03.2021 As at 31.03.2020 Equity Shares No. of Shares % No. of Shares % Tata Steel Limited (Holding Company) 18,957,090 60.03% 15,464,590 55.06% 18,957,090 60.03% 15,464,590 55.06%

Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company

Equity Shares Tata Steel Limited (Holding Company) 18,957,090 60.03% 15,464,590 55.06% HDFC Mutual Fund 2,547,295 8.07% 2,284,045 8.13%

No equity shares were allotted as fully paid up by way of bonus shares or pursuant to contract(s) without payment being received in cash during the last five years. Further, none of the shares were bought back by the Company during the last five years.

125 NOTES to the Financial Statements

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

13. Other Equity ` in Lakhs Securities General Retained Total Other Year ended March 31, 2021 Share Warrants Capital Reserve premium Reserve earnings Equity At the beginning of the year 5,605.46 17,677.04 8,885.13 8,211.99 48,751.85 89,131.47 Amount received towards share warrants 16,816.39 - - - - 16,816.39 Conversion of share warrants to equity (22,421.85) 22,072.60 - - - (349.25) shares Profit for the year - - - - 21,981.06 21,981.06 Dividend on equity shares - - - - (702.12) (702.12) Other comprehensive income arising - - - - (30.05) (30.05) from remeasurement of defined benefit obligation net of income tax At the end of the year - 39,749.64 8,885.13 8,211.99 70,000.74 126,847.50

` in Lakhs Securities General Retained Total Other Year ended March 31, 2020 Share Warrants Capital Reserve premium Reserve earnings Equity At the beginning of the year 5,605.46 17,677.04 8,885.13 8,211.99 33,519.51 73,899.13 Profit for the year - - - - 16,595.72 16,595.72 Dividend on equity shares - - - - (982.98) (982.98) Tax on dividend - - - - (202.05) (202.05) Other comprehensive income arising - - - - (178.35) (178.35) from remeasurement of defined benefit obligation net of income tax At the end of the year 5,605.46 17,677.04 8,885.13 8,211.99 48,751.85 89,131.47

Distributions made and Proposed ` in Lakhs For the For the Particulars year ended year ended 31.03.2021 31.03.2020 Cash dividends on Equity shares declared and paid: Final Dividend for March 31, 2020 : `2.50 per share (March 31,2019: `3.50 per share ) 702.12 982.98 Dividend Distribution Tax (DDT) - 202.05 Total 702.12 1,185.03 Proposed dividends on Equity shares: Proposed cash dividend for March 31, 2021: `4 per share (March 31, 2020: `2.50 per share) 1,263.10 702.13 Total 1,263.10 702.13 i) Proposed dividend on equity shares are subject to approval at the annual general meeting and are not recognised as a liability as at March 31, 2021.

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NOTES to the Financial Statements

The nature of reserves are as follows: Capital reserve Reserve includes `8,759.51 lakhs on account of Merger pursuant to the sanction of the Hon’ble High Court of Calcutta dated November 7, 2016 to the scheme of Amalgamation, where the assets and liabilities of the erstwhile Tata Metaliks DI Pipes Ltd (TMDIPL) has been merged with the company. General reserve Under the erstwhile Indian Companies Act, 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to introduction of Companies Act, 2013, the requirement to mandatory transfer a specified percentage of the net profit to general reserve has been withdrawn though the Company may transfer such percentage of its profits for the financial year as it may consider appropriate. Declaration of dividend out of such reserve shall not be made except in accordance with rules prescribed in this behalf under the Act. Securities premium Securities premium is used to record premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

14. Borrowings ` in Lakhs As at 31.03.2021 As at 31.03.2020 Non Current Current Non Current Current A. Secured (a) Repayable on demand From banks i) Working capital demand loans - 1,000.00 - 3,200.00 Total - 1,000.00 - 3,200.00 B. Unsecured (a) Buyer’s credit from banks - - - 7,395.49 (b) Repayable on demand From banks i) Working capital demand loans - - - 10,543.37 Total - - - 17,938.86 Total Borrowings - 1,000.00 - 21,138.86

Debt reconciliation Non-Current Borrowings For the year ended 31.3.2021 Bank Overdraft Current Borrowings Total (including current maturities) Debt as at April 01, 2020 - - 21,138.86 21,138.86 Cash Flows (net) - - (20,063.50) (20,063.50) Foreign Exchange Adjustments - - (75.36) (75.36) Debt as at March 31, 2021 - - 1,000.00 1,000.00

Non-Current Borrowings For the year ended 31.3.2020 Bank Overdraft Current Borrowings Total (including current maturities) Debt as at April 01, 2019 19.01 4,147.10 52.75 4,218.86 Cash Flows (net) (19.01) - 20,818.90 20,799.89 Foreign Exchange Adjustments - - 267.21 267.21 Recognised on adoption of Ind AS 116 - (4,147.10) - (4,147.10) Debt as at March 31, 2020 - - 21,138.86 21,138.86

127 NOTES to the Financial Statements

14. Borrowings

` in Lakhs As at 31.03.2021 As at 31.03.2020 Coupon/ Name of Current Current Interest Coupon/ Interest the Bank/ Non Maturity Non Maturity Current Rate and Security Current Rate and Security Instrument Current (Refer Current (Refer Repayment Repayment terms Note 18) Note 18) terms Secured Working - 1,000.00 - Loan carrying Secured by way - 3,200.00 - Loan carrying a Secured by way capital a floating of hypothecation fixed and floating of hypothecation demand loans rate of 4.00% via creation of rate ranging from via creation of p.a. Loan is first charge on 6.95% to 7.65% p.a. first charge on payable on Raw Material, Loan is payable on Raw Material, demand Stock-in-process, demand Stock-in-process, Finished Goods, Finished Goods, spares, stores, spares, stores, consumables, consumables, receivables and receivables and other current assets other current assets of the Company of the Company both present and both present and future on pari passu future on pari passu basis with other basis with other working capital working capital lenders. lenders. Total secured - 1,000.00 - - 3,200.00 - borrowings Unsecured Working - - - - Nil - 10,543.37 - Loan carrying a Nil capital fixed and floating demand loans rate ranging from 7.10% to 8.00% p.a. Loan is payable on demand Buyer’s credit - - - - Nil - 7,395.49 - Buyer’s Credit from Nil from banks banks carry fixed rate of interest ranging from 1.54% p.a.to 2.56% p.a. These are repayable after 3 months from drawdown date starting from April’2020 Total - - - - - unsecured 17,938.86 borrowings Total - 1,000.00 - - - borrowings 21,138.86

Note: 1. The carrying amount of financial and non financial assets pledged as security for borrowings are disclosed in note 43.

128 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

NOTES to the Financial Statements

The currency and interest exposure of borrowings of the company at the end of the year are as follows: ` in Lakhs As at 31.03.2021 As at 31.03.2020 Currency Fixed rate debt Floating rate debt Total Fixed rate debt Floating rate debt Total INR - 1,000.00 1,000.00 - 13,743.37 13,743.37 US Dollars - - - 7,395.49 - 7,395.49 Total - 1,000.00 1,000.00 7,395.49 13,743.37 21,138.86

The majority of the INR floating rate borrowings are bank borrowings bearing interest rate linked to bank’s Marginal Cost of Funds based Lending Rate (MCLR).

15. Provisions

As at 31.03.2021 As at 31.03.2020 Non Current Current Non Current Current i) Retirement gratuity (Refer Note 40) - 967.10 - 745.92 ii) Post retirement pension (Refer Note 40) 236.83 25.84 244.82 25.72 iii) Post retirement medical benefits (Refer Note 40) 20.03 1.85 20.60 1.86 iv) Provision for Leave Salary (Refer Note 40) 1,616.37 93.20 1,578.09 30.35 v) Provision for Probable deficit in Corpus of PF (Refer Note 40) 393.15 - - - Total 2,266.38 1,087.99 1,843.51 803.85

16. Trade Payables ` in Lakhs As at As at 31.03.2021 31.3.2020 (a) Outstanding dues of micro and small enterprises Creditors for supplies and services 79.44 17.67 Total outstanding dues of micro enterprises and small enterprises 79.44 17.67 (b) Outstanding dues of creditors other than micro and small enterprises (i) Creditors for supplies and services 23,889.23 36,053.96 (ii) Creditors for accrued wages and salaries 2,991.41 2,972.67 Total outstanding dues of creditors other than micro and small enterprises 26,880.64 39,026.63 Total 26,960.08 39,044.30 Trade payables to related parties as on March 31, 2021 amounts to `3,178.66 lakhs (as on March 31, 2020 `6870.34 lakhs).

17. Dues to Micro, Small and Medium Enterprises The dues to Micro, Small and Medium Enterprises as required under the Micro, Small and Medium Enterprises Development Act, 2006 to the extent information available with the company is given below: ` in Lakhs As at As at 31.03.2021 31.3.2020 Amount due and payable at the year end - Principal 79.44 17.67 - Interest on above principal - - Payments made during the year after the due date - Principal - - - Interest on above principal - -

129 NOTES to the Financial Statements

` in Lakhs As at As at 31.03.2021 31.3.2020 Interest due and payable for principals already paid - - Total Interest accrued and remained unpaid at year end - - Further interest remaining due and payable even in the succeeding years for the purpose of disallowance of a - - deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006.

18. Other Financial Liabilities ` in Lakhs As at As at 31.03.2021 31.03.2020 Current: (a) Interest accrued 0.11 37.19 (b) Unpaid dividends 175.43 145.16 (c) Security deposits from vendors 11.53 14.19 (d) Creditors for Other Liabilities i) Creditors for capital goods and services 3,447.15 2,383.97 ii) Derivatives - foreign currency forward contracts 72.20 - Total 3,706.42 2,580.51

19. Other Current Liabilities ` in Lakhs As at As at 31.03.2021 31.03.2020 (a) Advances received from customers 1,824.53 1,195.62 (b) Deferred income 69.70 41.88 (c) Statutory dues 2,635.87 1,643.97 Total 4,530.10 2,881.47

20. Revenue from Operations ` in Lakhs For the year ended For the year ended 31.03.2021 31.03.2020 (a) Revenue from contracts with customers Sale of products i) Pig iron and allied products 100,421.32 98,696.34 ii) DI Pipe and allied products 90,698.82 105,929.11 (b) Other operating income (note 1) 546.36 437.53 Gross Revenue from Operations 191,666.50 205,062.98

` in Lakhs Note 1 : For the year ended For the year ended Other operating income comprise: 31.03.2021 31.03.2020 (a) Sale of Scrap 484.50 436.53 (b) Others 61.86 1.00 Total 546.36 437.53

130 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

NOTES to the Financial Statements

21. Other Income ` in Lakhs For the year ended For the year ended 31.03.2021 31.03.2020 (a) Interest income from financial assets at amortised cost (deposit and advance) 555.31 94.04 (b) Interest on Income Tax refund 40.91 - (c) Dividend income on investment carried at fair value through profit or loss 50.06 0.78 (d) Liabilities no longer required written back 60.11 175.91 (e) Government Grant (EPCG Income) 41.88 1,003.67 (f) Miscellaneous income 63.87 306.29 Total 812.14 1,580.69

22. Cost of materials consumed ` in Lakhs For the year ended For the year ended 31.03.2021 31.03.2020 Raw Material Consumed i) Opening stock 26,915.20 24,562.23 ii) Add: Purchases 97,213.36 126,368.01 124,128.56 150,930.24 iii) Less: Closing stock 31,434.94 26,915.20 Total 92,693.62 124,015.04 Raw Material Consumed comprises i) Iron ore 25,085.72 28,925.50 ii) Coke 52,227.31 81,248.40 iii) Fluxes 10,316.09 7,689.22 iv) Others 5,064.50 6,151.92 Total 92,693.62 124,015.04

23. Changes in stock of finished goods and work-in-progress ` in Lakhs For the year ended For the year ended 31.03.2021 31.03.2020 Stock at the beginning of the year Finished goods 6,978.97 3,256.81 Work-in-progress 871.87 930.06 7,850.84 4,186.87 Stock at the end of the year Finished goods 3,374.21 6,978.97 Work-in-progress 359.42 871.87 3,733.63 7,850.84 Net (increase)/decrease in finished goods and work-in-progress 4,117.21 (3,663.97)

131 NOTES to the Financial Statements

24. Employee Benefits Expense ` in Lakhs For the year ended For the year ended 31.03.2021 31.03.2020 (a) Salaries, wages and bonus 10,050.45 10,255.44 (b) Contribution to provident and other funds (Refer Note 40) 1,587.65 1,149.40 (c) Staff welfare expenses 1,152.65 1,134.21 Total 12,790.75 12,539.05

25. Finance Costs ` in Lakhs For the year ended For the year ended 31.03.2021 31.03.2020 (a) Interest expense i) Interest and finance charges on lease liabilities 1,152.00 890.58 ii) Interest on others 543.40 856.40 1,695.40 1,746.98 (b) Other borrowing costs (letter of credit and bill discounting charges etc.) 664.86 1,567.19 Total Finance Costs 2,360.26 3,314.17

26. Depreciation and amortisation expense ` in Lakhs For the year ended For the year ended 31.03.2021 31.03.2020 (a) Depreciation on property, plant and equipment and right-of-use assets as per Note 4A and Note 4C 6,630.82 6,449.73 (b) Amortisation of intangible assets as per Note 5. 81.92 55.80 Total 6,712.74 6,505.53

27. Other Expenses ` in Lakhs For the year ended For the year ended 31.03.2021 31.03.2020 (a) Consumption of stores and spare parts 13,736.29 14,447.54 (b) Repairs & maintenance to buildings 44.74 50.21 (c) Repairs & maintenance to machinery 3,169.10 2,950.17 (d) Repairs & maintenance - others 1,938.66 1,604.66 (e) Power and fuel 1,403.40 1,362.05 (f) Electricity charges 2,476.95 2,882.97 (g) Freight and handling charges 13,930.96 13,691.86 (h) Rent 316.91 233.17 (i) Rates and taxes 105.29 175.40 (j) Insurance charges 304.20 228.97 (k) Loss allowances/ reversal of loss allowances relating to trade receivables and other financial assets 493.95 231.52

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NOTES to the Financial Statements

` in Lakhs For the year ended For the year ended 31.03.2021 31.03.2020 (l) Other expenses i) (Gain)/ Loss on foreign currency transactions 94.76 (108.45) ii) Loss on cancellation of forward contracts 99.79 253.47 iii) Gain on sale of property, plant and equipment (1.82) (0.53) iv) Auditors remuneration and out-of-pocket expenses As auditors - statutory audit 24.50 17.00 For other services (includes tax audit fees) 29.00 25.15 Auditors out-of-pocket expenses 1.26 2.01 v) Legal and other professional costs 572.21 715.94 vi) Consultancy for sales 1,209.83 1,266.43 vii) Advertisement, sales promotion and other selling expenses 27.00 130.19 viii) Travelling expenses 153.28 407.45 ix) Bank charges 118.05 151.37 x) Expenditure towards corporate social responsibility activities (Refer Note 42) 422.40 431.32 xi) Other general expenses 2,470.97 2,562.16 Total 43,141.68 43,712.03

28. Contingent Liabilities Claims against the company not acknowledged as debts ` in Lakhs As at As at 31.03.2021 31.3.2020 (a) Excise & Service Tax 1,136.99 1,369.86 (b) Income Tax (refer note below) 146.62 146.62 (c) Sales Tax & VAT 2,970.70 3,394.68 The Company had claimed a deduction u/s 80-IA of the Income Tax Act, 1961 amounting to `7,682 lakhs during the AY 2003-04 to AY 2008-09 on its Captive Power Plant. The entire claim amount was allowed by the CIT(Appeals) & ITAT. However, tax department preferred an appeal before the Hon’ble Calcutta High Court for AY 2003-04 & AY 2004-05 on the ground that no real profit existed in Captive Power generation since same is not sold outside i.e. Tata Metaliks has consumed the power. The Hon’ble Calcutta High Court vide it’s order dated August 3, 2016 allowed the deduction u/s 80-IA ‘on the captive power unit’ in favour of the Company, however remanded back to AO on account of transfer price with respect to rate on which such benefit was computed. The Company have filed an appeal in Hon’ble Supreme Court where vide it’s order dated July 14, 2017, the case has been admitted and High Court order on re-computation of transfer price has been stayed. Final hearing is pending for disposal.

29. Capital and other commitments ` in Lakhs As at As at 31.03.2021 31.3.2020 (a) Capital commitments Estimated value of contracts in capital account remaining to be executed (net of advances) Property, plant and equipment 28,174.66 30,953.88 (b) Other Commitments Export Obligation against import of capital goods under EPCG Scheme 418.23 251.28

133 NOTES to the Financial Statements

30. Earnings Per Share

` in Lakhs For the year ended For the year ended 31.03.2021 31.03.2020 i) Profit for the year from continuing operation 22,061.97 16,679.84 ii) Loss for the year from discontinued operations (80.91) (84.12) iii) Profit for the year from discontinued and continuing operations 21,981.06 16,595.72 iv) Weighted average number of equity shares for basic earning per share (Numbers in lakhs) 298.84 280.85 v) Adjustment for calculation of diluted earning per share: Convertible warrants (Numbers in lakhs) - 34.93 vi) Weighted average number of equity shares for diluted earning per share (Numbers in lakhs) 315.78 315.78 vii) Nominal Value per Equity Share (`) 10.00 10.00 viii) Earnings per equity share for the year from continuing operation (`) - Basic 73.83 59.39 ix) Earnings per equity share for the year from discontinued operations (`) - Basic (0.28) (0.30) x) Earnings per equity share for the year from discontinued and continuing operations (`) - Basic 73.55 59.09 xi) Earnings per equity share for the year from continuing operation (`) - Diluted 69.87 52.82 xii) Earnings per equity share for the year from discontinued operations (`) - Diluted (0.28) (0.30) xiii) Earnings per equity share for the year from discontinued and continuing operations (`) - Diluted 69.61 52.55

31. Segment Reporting A. Description of Segments and Principal Activities The Company’s Managing Director examines the Company’s performance on the basis of its business and has identified two reportable segments: The segments are comprised of Pig Iron and Ductile Iron (DI ) pipes. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the Financial Statements. Also, the Company’s borrowings (including Finance costs), income taxes and investments are managed at head office and are not allocated to operating segments. Sales between segments are carried out at realisation price of pig iron less appropriate discount and are eliminated on consolidation. The segment revenue is measured in the same way as in the Statement of Profit and Loss. Segment assets and liabilities are measured in the same way as in the Financial Statements. These assets and liabilities are allocated based on the operations of the segment and the physical location of the assets.

B. Segment Revenues, Segment Result and Other Information as at / for the year ` in Lakhs Particulars Pig Iron D I Pipe Elimination Unallocable Total Revenue Total External Sales 100,621.95 91,044.55 - - 191,666.50 98,847.52 106,215.46 - - 205,062.98 Add: Inter Segment Revenue 46,160.55 - (46,160.55) - - 55,101.41 - (55,101.41) - - Total Revenue 146,782.50 91,044.55 (46,160.55) - 191,666.50 153,948.93 106,215.46 (55,101.41) - 205,062.98 Segment Result 26,252.37 6,258.62 - - 32,510.99 5,351.44 18,184.55 - - 23,535.99 Reconciliation to Profit Before Tax: Finance Income 511.65 -

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NOTES to the Financial Statements

` in Lakhs Particulars Pig Iron D I Pipe Elimination Unallocable Total Finance costs 2,360.26 3,314.17 Profit before taxes 30,662.38 20,221.82 Tax expenses 8,600.41 3,541.98 Net Profit after tax from continuing 22,061.97 operations 16,679.84 Profit/ (Loss) after tax from discontinued (80.91) operations (84.12) Profit/ (Loss) for the period from 21,981.06 discontinued and continuing operations 16,595.72 Depreciation and Amortisation 3,661.13 3,051.61 6,712.74 3,413.76 3,091.77 6,505.53 Interest Income 54.26 80.87 461.09 596.22 30.31 63.73 94.04 Material Non-cash (Income)/ Expenditure : Loss allowances/ reversal of loss allowances - 493.95 493.95 relating to trade receivables - 231.52 231.52 Liabilities no longer required written back (14.38) (45.73) (60.11) (1.64) (174.27) (175.91) Other non-cash income - (41.88) (41.88) - (1,003.67) (1,003.67) Segment Asset 101,717.27 64,293.56 - 20,169.86 186,180.69 95,489.68 59,322.02 - 14,662.47 169,474.17 Reconciliation to Total Assets: Investments in national savings certificates 0.52 0.52 (Unquoted) 0.52 0.52 Non-current tax assets (Net) 803.04 803.04 680.80 680.80 Deferred tax assets (Net) - - 1,995.16 1,995.16 Investments in Mutual Fund (Unquoted) - - 1,000.00 1,000.00 Loans 15,000.00 15,000.00 - - Interest accrued on deposits and advances 159.61 159.61 - - Cash and Cash equivalents including Other 4,206.69 4,206.69 balances with banks 10,985.99 10,985.99 Addition to non - current assets 8,991.86 5,079.54 - - 14,071.40 6,901.59 4,327.09 - - 11,228.68 Segment Liabilities 38,749.81 14,574.43 - 2,851.20 56,175.44 44,475.35 11,590.27 - 21,468.58 77,534.20 Reconciliation to Total Liabilities:

135 NOTES to the Financial Statements

` in Lakhs Particulars Pig Iron D I Pipe Elimination Unallocable Total Borrowings 1,000.00 1,000.00 21,138.86 21,138.86 Current tax liabilities (net) 429.22 429.22 147.37 147.37 Deferred tax liabilities (net) 1,174.24 1,174.24 - - Other unallocable liabilities 247.74 247.74 182.35 182.35

C. Entity-wide Disclosures The Company is domiciled in India. The amount of its revenue from external customers segregated by location of the customers is shown below:

` in Lakhs For the year ended For the year ended 31.03.2021 31.03.2020 External Revenue by Geographical location of customers India 186,641.31 198,598.28 Rest of the world 5,025.19 6,464.70 191,666.50 205,062.98 Additions to Property, Plant and Equipment India 10,557.14 4,541.40 10,557.14 4,541.40

` in Lakhs As at As at 31.03.2021 31.03.2020 Carrying value of Segment Assets India 186,180.69 169,057.29 Rest of the world - 416.88 186,180.69 169,474.17

Larsen & Toubro Limited accounted for more than 10% of the revenues from external customer during the year ended 31st March, 2021 and 31st March, 2020.

32. Disclosure in respect of Long-term Foreign Currency Monetary Items Foreign exchange translation loss for the year ended on long term-foreign currency loan amounting to `Nil (2019-20: `Nil ) availed for purchase of capital assets has been capitalised and included under the applicable property, plant and equipment classification.

` in Lakhs For the year ended For the year ended 31.03.2021 31.03.2020 Foreign exchange loss capitalised in the property, plant and equipment block - - Depreciation impact on account of exchange fluctuation capitalised during the year - - Depreciation impact on account of exchange fluctuation capitalised till 31 March 2021 22.87 22.93

136 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

NOTES to the Financial Statements

33. Related Party Transactions Related party relationship:

Name of the related party Nature of Relationship Tata Sons Private Limited Company having significant Influence in the parent company. Tata Services Limited Subsidiary of Tata Sons Private Limited Tata Consultancy Services Limited Tata International Limited Tata Capital Limited Tata Capital Financial Services Limited Tata Communications Limited Tata Teleservices Limited Tata AIG General Insurance Company Limited Joint Venture of Tata Sons Private Limited Tata Steel Limited Parent Company Tata Steel Utilities and Infrastructure Services Limited (Formerly known as Fellow Subsidiary Jamshedpur Utilities & Services Company Limited) Tata Steel Long Products Limited (formerly Tata Sponge Iron Limited) Tayo Rolls Limited Tata Steel Downstream Products Limited (formerly Tata Steel Processing and Distribution Limited) TS Global Procurement Company Pte Limited The Indian Steel and Wire Products Limited Mjunction Services Limited Joint Venture of Parent Company Tata Bluescope Steel Private Limited (till December 31, 2020) TM International Logistics Limited TKM Global Logistics Limited International Shipping & Logistics FZE Tata Bluescope Steel Private Limited (from January 1, 2021) Joint Venture of Fellow Subsidiary Argus Partners LLP - Solicitors & Advocates Firm where Director is partner Key Managerial Person - Mr. Sandeep Kumar : Managing Director Mr. Sankar Bhattacharya (till April 8, 2021) : Company Secretary Mr. Avishek Ghosh (from April 14, 2021) : Company Secretary Mr. Subhra Sengupta : Chief Financial Officer Non- Executive Directors (NED) Mr. Krishnava Dutt : Independent Director Dr. Pingali Venugopal : Independent Director Dr Rupali Basu : Independent Director Mr. Amit Ghosh : Independent Director Tata Metaliks Limited Employee Provident Fund Trust Post Employment Benefit Plans (PEBP) Tata Metaliks Limited Employee Superannuation Fund Trust Tata Metaliks Limited Employee Gratuity Fund

137 NOTES to the Financial Statements

Related Party Transactions ` in Lakhs For the year ended For the year ended Name of the related party Nature of transaction 31.03.2021 31.03.2020 Tata Steel Limited Purchase of goods 24,514.66 37,721.23 Services received 246.67 303.57 Sale of goods 44.33 - Rent Paid 362.20 315.89 Dividend Paid 386.61 541.26 Proceeds from warrants (converted into shares 16,816.39 - during the year) TOTAL-Parent Company 42,370.86 38,881.95 Tata Steel Downstream Products Limited Purchase of goods 42.21 - Tata Steel Downstream Products Limited Inter Corporate Deposits placed 15,000.00 - Tata Steel Downstream Products Limited Interest Received 143.29 - Tata Steel Utilities & Infrastructure Services Limited Sale of goods 315.84 2,452.90 TS Global Procurement Company Pte Limited Purchase of goods 10,434.57 6,360.57 Tata Steel Long Products Limited Purchase of goods 6,845.65 - The Indian Steel and Wire Products Limited Purchase of goods 5.36 5.99 Services received - 6.97 TOTAL- Fellow Subsidiary 32,786.92 8,826.43 Tata Sons Private Limited Services received 428.46 464.98 TOTAL- Company having significant influence in the 428.46 464.98 parent company Tata Services Limited Services received 31.21 7.15 Tata Capital Financial Services Limited Services received 68.92 34.29 Tata Communication Limited Services received 37.37 30.28 Tata Teleservices Limited Services received 2.26 5.05 Tata Consultancy Services Limited Services received 40.75 33.02 Tata International Limited Sale of goods 2,905.78 2,676.06 TOTAL-Subsidiary of Tata Sons Private Limited 3,086.29 2,785.85 Tata AIG General Insurance Company Limited Services received 0.52 3.14 TOTAL-Joint Venture of Tata Sons Private Limited 0.52 3.14 Tata Bluescope Steel Private Limited (till December 31, 2020) Purchase of goods 23.42 37.73 TM International Logistics Limited Services received 1,703.97 1,650.04 Mjunction Services Limited Services received 113.63 123.74 International Shipping & Logistics FZE Services received - 35.42 TOTAL- Joint Venture of Parent Company 1,841.02 1,846.93 Tata Bluescope Steel Private Limited (from January 1, 2021) Purchase of goods 18.52 - TOTAL- Joint Venture of Fellow Subsidiary 18.52 - Argus Partners LLP - Solicitors & Advocates Services received 3.25 0.52 TOTAL- Firm where Director is partner 3.25 0.52 Mr. Sandeep Kumar Short term employee benefits 155.28 171.57 Post employment benefits 0.59 13.51 Other long term employment benefits (0.93) 6.09 Mr. Sankar Bhattacharya Short term employee benefits 34.93 37.12 Post employment benefits 0.44 1.58 Other long term employment benefits (0.15) 1.75

138 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

NOTES to the Financial Statements

` in Lakhs For the year ended For the year ended Name of the related party Nature of transaction 31.03.2021 31.03.2020 Mr. Subhra Sengupta Short term employee benefits 76.22 83.63 Post employment benefits 0.89 3.44 Other long term employment benefits (0.45) 3.71 Mr. Krishnava Dutt - Director Sitting Fees 2.80 2.00 Director’s commission 9.25 9.57 Dr. Pingali Venugopal - Director Sitting Fees 3.20 3.60 Director’s commission 12.00 9.57 Dr Rupali Basu - Director Sitting Fees 2.80 2.40 Director’s commission 5.75 6.91 Mr. Amit Ghosh - Director Sitting Fees 3.60 3.20 Director’s commission 7.00 9.57 TOTAL- Key Managerial Person 313.22 369.22 Tata Metaliks Limited Employee Provident Fund Contribution made 336.24 315.98 Tata Metaliks Limited Employee Superannuation Fund Contribution made 285.68 329.98 Tata Metaliks Limited Employee Gratuity Fund Contribution made 108.65 63.07 TOTAL- Contribution to PEBP 730.57 709.03

` in Lakhs As at As at Name of the related party Nature of outstanding 31.03.2021 31.03.2020 Tata Steel Limited Trade payables 1,843.39 3,223.14 Outstanding Receivables 52.31 - Advance Paid 10.41 - TOTAL-Parent Company 1,906.11 3,223.14 Tayo Rolls Limited Trade payables 1.74 1.74 Tata Steel Utilities & Infrastructure Services Limited Outstanding Receivables 0.89 253.77 TS Global Procurement Company Pte Limited Outstanding payables 848.56 3,175.91 Tata Steel Downstream Products Limited Inter Corporate Deposits placed 15,000.00 - Tata Steel Downstream Products Limited Interest Receivable 75.52 - The Indian Steel and Wire Products Limited Outstanding payables 0.17 0.94 TOTAL- Fellow Subsidiary 15,926.88 3,432.36 TM International Logistics Limited Trade Payables 67.84 - Advance Paid 342.57 167.64 Tata Bluescope Ltd. Trade payables - 11.65 TKM Global Logistics Limited Trade payables 0.44 0.44 Mjunction Services Limited Earnest Money Received 5.00 5.00 Security Deposit paid 5.00 5.00 Advance paid 7.91 7.91 Trade Payables 1.43 1.43 TOTAL- Joint Venture of Parent Company 430.19 199.07 Tata Sons Private Limited Trade payables 415.10 453.60 TOTAL- Company having significant influence in the 415.10 453.60 parent company Tata TeleServices Limited Security Deposit paid 0.50 0.50 Tata Capital Financial Services Limited Security Deposit paid 16.94 13.93 Advance paid 11.76 -

139 NOTES to the Financial Statements

` in Lakhs As at As at Name of the related party Nature of outstanding 31.03.2021 31.03.2020 Tata Communications Limited Trade payables - 0.80 Tata Services Limited Trade payables - 0.62 Jamshedpur Engineering and Machine Manufacturing Co. Advance received from Customer Tata AIG General Insurance Company Limited Trade payables - 0.07 Tata International Limited Trade receivables 251.78 - TOTAL-Subsidiary of Tata Sons Private Limited 280.98 15.92

Terms and conditions of transactions with related parties Transactions related to dividend were on the same terms and conditions that applied to other shareholders. The transactions with related parties (including sale to and purchases from related parties) are made in the ordinary course of business. Outstanding balances at the year end are unsecured and interest free and settlement occurs in cash. No provision are held against receivable from related parties.

34. Income taxes (i) Income tax expenses recognised in the Statement of Profit or Loss are analysed as follows: ` in Lakhs For the year ended For the year ended 31.03.2021 31.03.2020 Current taxes 9,325.57 3,560.55 Deferred taxes (725.16) (18.57) 8,600.41 3,541.98

(ii) The reconciliation of estimated income taxes to income tax expenses is as follows: ` in Lakhs For the year ended For the year ended 31.03.2021 31.03.2020 Profit from continuing operations before income tax expense 30,662.38 20,221.82 Loss from discontinuing operations before income tax expense (80.91) (84.12) Total profit before Income taxes 30,581.47 20,137.70 Tax at the applicable tax rate of 34.944% 10,686.39 7,036.92 Tax effect of income exempt from tax/items that are not deductible 97.83 81.95 Previously unrecognised MAT credit now recognised to reduce deferred tax expense (1,429.37) (1,846.34) Tax effect of deduction under section 80-IA (1,633.56) (1,675.62) Tax effect of other adjustments 879.12 (54.93) 8,600.41 3,541.98

(iii) The reconciliation of applicable tax rate & effective tax rate:

For the year ended For the year ended 31.03.2021 31.03.2020 % % Applicable tax rate 34.94% 34.94% Tax effect of income exempt from tax/items that are not deductable 0.32% 0.41% Previously unrecognised MAT credit now recognised to reduce deferred tax expense -4.67% -9.17% Tax effect of deduction under section 80-IA -5.34% -8.32% Tax effect of other adjustments 2.87% -0.26% Effective tax rate 28.12% 17.60%

140 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

NOTES to the Financial Statements

(iv) Income tax recognised in Other Comprehensive Income ` in Lakhs For the year ended For the year ended 31.03.2021 31.03.2020 Current Tax - Remeasurement of defined benefit obligation 16.14 95.79

35. Deferred Tax Balances (a) The following is the analysis of deferred tax assets/ (liabilities) presented in the balance sheet: ` in Lakhs As at As at 31.03.2021 31.03.2020 Deferred tax assets 7,721.53 9,997.10 Deferred tax liabilities (8,895.77) (8,001.94) (1,174.24) 1,995.16

` in Lakhs Recognised / 2020-21 Opening Balance Reversal in profit or Closing Balance loss (net) Deferred tax liabilities/ (assets) in relation to: Property, plant & equipment 8,001.94 292.50 8,294.44 Right-of-use (net of lease liability) (18.55) 619.88 601.33 Other Items (net) (500.97) (205.18) (706.15) MAT credit entitlement ( refer note below) (9,477.58) 2,462.20 (7,015.38) (1,995.16) 3,169.40 1,174.24

` in Lakhs Recognised / 2019-20 Opening Balance Reversal in profit or Closing Balance loss (net) Deferred tax liabilities/ (assets) in relation to: Property, plant & equipment 7,686.88 315.06 8,001.94 Other Items (net) (355.75) (163.77) (519.52) MAT credit entitlement (9,307.73) (169.85) (9,477.58) (1,976.60) (18.56) (1,995.16)

The company has carrying amount of MAT credit of `7,015.38 lakhs (March ‘2020 `9,477.58 lakhs ) based on assessment ( including application of sensitivity analysis on key inputs) of future profitability where it is reasonably certain that the same would be utilised within the time period in keeping with the provisions of Income tax Act. The future profitability are based on assumptions (relevant economic/internal/external factors) such as expected increase in production out of Board approved projects, estimates on cost of inputs, estimates on sales price etc. (b) Unrecognised deferred tax assets on minimum alternate tax credit: There are no amounts of unrecognized minimum alternate tax credits on which no deferred tax assets has been recognized as at March 31, 2021 and March 31, 2020.

141 NOTES to the Financial Statements

36. Discontinued Operations: Based on decision of the Board of Directors of the Company at its meeting held on November 19, 2012 the Company has filed an application with the appropriate authority for closure of the Redi Plant, located at Terekhol Road, District: Sindhudurg, Redi - 416 517, Maharashtra, in accordance with the provisions of the Industrial Disputes Act, 1947. The application was initially rejected by the authority and the company has filed a review petition before the same authority. In the mean time the Company has negotiated with the employees for settlement and an agreement was signed on March 25, 2013 with the employees’ union. The Company and the employees’ union have filed the settlement details with the Commissioner of Labour to facilitate the closure process. The carrying value of property, plant and equipment, current assets and current liabilities of the Redi Plant as at March 31, 2021, were `1,187.91 lakhs (March 31, 2020 `1,187.91 lakhs), `22.70 lakhs (March 31, 2020 `23.98 lakhs) and `18.48 lakhs (March 31, 2020 `16.88 lakhs) respectively.

` in Lakhs Discontinued Operations Year Ended Year Ended 31.03.2021 31.03.2020 Revenue from Operations - - Other Income 2.16 2.07 Total income ( A ) 2.16 2.07 Raw materials consumed - - Changes in stock of finished goods - - Employee benefits expense 0.01 - Depreciation - - Other expenses 83.06 86.19 Total expenses other than finance cost ( B ) 83.07 86.19 Finance cost ( C ) - - Loss before exceptional items and tax ( A-B-C ) (80.91) (84.12) Exceptional items - - Loss before tax (80.91) (84.12) Tax (incl deferred tax) - - Loss after tax (80.91) (84.12) Net cash flow from/(used in) operating activities (80.91) (84.12) Net cash flow from investing activities - - Net cash flow from financing activities - -

37. Capital Management The Company’s capital management is intended to create value for shareholders by facilitating the meeting of long-term and short-term goals of the Company. The Company determines the amount of capital required on the basis of annual operating plans and long-term product and other strategic investment plans. The funding requirements are met through equity and other long-term/short-term borrowings. The Company’s policy is aimed at combination of short-term and long-term borrowings.

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NOTES to the Financial Statements

The Company monitors the capital structure on the basis of total debt to equity ratio and maturity profile of the overall debt portfolio of the Company.

` in Lakhs As at As at 31.03.2021 31.03.2020 (i) Equity Share capital 3,157.75 2,808.50 (ii) Other Equity 126,847.50 89,131.47 Total equity (a) 130,005.25 91,939.97 (i) Short-term borrowings 1,000.00 21,138.86 (ii) Lease Liability 15,021.01 9,094.33 Total debt (b) 16,021.01 30,233.19 (i) Cash and cash equivalents and Other balances with banks 4,206.69 10,985.99 Total cash (c) 4,206.69 10,985.99 Net debt {d=(b-c)} 11,814.32 19,247.20 Total capital (equity + net debt) 141,819.57 111,187.17 Net debt to equity ratio 9% 21%

The company has no material financial covenants.

38. Financial risk management objectives and policies The Company’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, security deposits and employee liabilities. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations. The Company’s principal financial assets include trade and other receivables, and cash and short-term deposits that derive directly from its operations. The Company also enters into derivative transactions. The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s senior management is supported by a Risk Management Compliance Board that advises on financial risks and the appropriate financial risk governance framework for the Company. The financial risk committee provides assurance to the Company’s senior management that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist personnel’s that have the appropriate skills, experience and supervision. It is the Company’s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below. Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, mutual fund investment and derivative financial instruments. The sensitivity analyses in the following sections relate to the position as at March 31, 2021 and March 31, 2020. The sensitivity analyses have been prepared on the basis that the amount of debt and derivatives. The following assumptions have been made in calculating the sensitivity analyses: • The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2021 and March 31, 2020. • The sensitivity of equity is calculated by considering the effect of any associated derivatives at March 31, 2021 and March 31, 2020 for the effects of the assumed changes of the underlying risk

143 NOTES to the Financial Statements

Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is subject to variable interest rates on some of its interest bearing liabilities. The Company’s interest rate exposure is mainly related to debt obligations. The Company also uses a mix of interest rate sensitive financial instruments to manage the liquidity and fund requirements for its day to day operations like short term loans. The risk estimates provided assume a parallel shift of 50 basis points interest rate across all yield curves. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The year end balances are not necessarily representative of the average debt outstanding during the period. The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected, after the impact of derivative instruments. With all other variables held constant, the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:

` in Lakhs Increase/decrease Effect on profit Effect on post-tax in basis points before tax equity 31-Mar-21 +50 (5.00) (3.25) -50 5.00 3.25 31-Mar-20 +50 (105.69) (68.76) -50 105.69 68.76

Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company, as per its risk management policy, uses foreign exchange and other derivative instruments primarily to hedge foreign exchange exposure. Any weakening of the functional currency may impact the Company’s cost of imports and cost of borrowings and consequently may increase the cost of financing the Company’s capital expenditures. The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these risks by using derivative financial instruments in accordance with its risk management policies. The company exposure to foreign currency risk at the end of reporting period expressed in INR are as follows:

` in Lakhs As at As at 31.03.2021 31.03.2020 Financial Assets Trade Receivables 533.64 382.87 Net Exposure to Foreign Currency Risk (Assets) 533.64 382.87 Financial Liabilities Borrowings - 7,395.49 Trade Payables 6,078.52 7,368.90 Other Financial liabilities - 27.56 Derivative Liabilities Foreign Exchange Forward Contracts (7,999.44) (9,825.40) Net Exposure to Foreign Currency Risk (Liabilities) (1,920.92) 4,966.55 Net Exposure to Foreign Currency Risk ( Assets - Liabilities) 2,454.56 (4,583.68)

Foreign currency sensitivity The following tables demonstrate the sensitivity to a reasonably possible change in USD exchange rates, with all other variables held constant. The impact on the Company’s profit before tax is due to changes in the fair value of monetary assets and liabilities. The Company’s exposure to foreign currency changes for all currencies other than US Dollars is not material.

144 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

NOTES to the Financial Statements

` in Lakhs Effect on profit Effect on post-tax Change in USD rate before tax equity 31-Mar-21 +8% 196.36 127.75 -8% (196.36) (127.75) 31-Mar-20 +8% (366.69) (238.56) -8% 366.69 238.56

Credit risk Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. Customer credit risk is managed subject to the Company’s established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored and any shipments to major customers are generally covered by letters of credit or other forms of credit insurance. The companies maximum exposure to credit risk for the components of the Balance Sheet as of March 31, 2021 and March 31, 2020 is the carrying amounts as disclosed in Note 39 The risk relating to trade receivables is shown under Note 10. Other Financial Assets Credit risk from balances with banks, term deposits, loan, investments and derivative instruments is managed by Company’s finance department. Investment of surplus fund are made only with approved counterparties who meet the minimum threshold requirement. The Company monitors rating, credit spreads and financial strength of its counterparties. Liquidity risk Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company has obtained fund and non-fund based working capital lines from various banks. The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, buyer’s credit and other means of borrowings. The company invests its surplus funds in liquid schemes of mutual funds, which carry no/low mark to market risk. The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding and debt maturing within 12 months can be rolled over with existing lenders. The table below provides details regarding the contractual maturities of financial liabilities including estimated interest payments as at March 31, 2021 and March 31, 2020.

` in Lakhs less than On demand 1 to 5 years > 5 years Total 1 year As at 31-03-2021 Borrowings from banks 1,000.00 - - - 1,000.00 Finance Lease - 822.84 7,744.07 6,454.10 15,021.01 Trade payables - 26,960.08 - - 26,960.08 Derivatives - foreign currency forward contracts - 72.20 - - 72.20 Other financial liabilities - 3,634.22 - - 3,634.22 1,000.00 31,489.34 7,744.07 6,454.10 46,687.51 As at 31-03-2020 Borrowings from banks 13,743.37 7,395.49 - - 21,138.86 Finance Lease - 543.37 2,096.86 6,454.10 9,094.33 Trade payables - 39,044.30 - - 39,044.30 Other financial liabilities - 2,580.51 - - 2,580.51 13,743.37 49,563.67 2,096.86 6,454.10 71,858.00

145 NOTES to the Financial Statements

The Company has pledged its receivables in order to fulfil the collateral requirements for secured borrowings and secured working capital limits. At March 31, 2021 and March 31, 2020, the fair values of the receivables pledged were `24696.46 lakhs and `28026.59 lakhs respectively.

39. Financial Instruments The significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2 to the financial statements (a) Financial assets and liabilities The carrying value of financial instruments by categories as of March 31, 2021 is as follows: ` in Lakhs Derivative instruments Fair Value through Total carrying Amortised cost Total fair value in hedging Profit and Loss value relationship Assets: Trade receivables - 24,696.46 - 24,696.46 24,696.46 Investments - 0.52 - 0.52 0.52 Loans - 15,000.00 - 15,000.00 15,000.00 Cash and cash equivalents - 4,031.26 - 4,031.26 4,031.26 Other Bank Balance - 175.43 - 175.43 175.43 Other financial assets - 2,418.11 - 2,418.11 2,418.11 Total - 46,321.78 - 46,321.78 46,321.78 Liabilities: Borrowings - 1,000.00 - 1,000.00 1,000.00 Lease Liability - 15,021.01 - 15,021.01 15,021.01 Trade payables - 26,960.08 - 26,960.08 26,960.08 Other financial liabilities 72.20 3,634.22 - 3,706.42 3,706.42 Total 72.20 46,615.31 - 46,687.51 46,687.51

The carrying value of financial instruments by categories as of March 31, 2020 is as follows: ` in Lakhs Derivative instruments Fair Value through Total carrying Amortised cost Total fair value in hedging Profit and Loss value relationship Assets: Trade receivables - 28,026.59 - 28,026.59 28,026.59 Investments - 0.52 1,000.00 1,000.52 1,000.52 Cash and cash equivalents - 10,783.26 - 10,783.26 10,783.26 Other Bank Balance - 202.73 - 202.73 202.73 Other financial assets 505.96 2,739.99 - 3,245.95 3,245.95 Total 505.96 41,753.09 1,000.00 43,259.05 43,259.05 Liabilities: Borrowings - 21,138.86 - 21,138.86 21,138.86 Lease Liability - 9,094.33 - 9,094.33 9,094.33 Trade payables - 39,044.30 - 39,044.30 39,044.30 Other financial liabilities - 2,580.51 - 2,580.51 2,580.51 Total - 71,858.00 - 71,858.00 71,858.00

146 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

NOTES to the Financial Statements

Fair value hierarchy: The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date; • Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and • Level 3 inputs are unobservable inputs for the asset or liability. The investments included in Level 2 of fair value hierarchy have been valued using quotes available for similar assets and liabilities in the active market. The investments included in Level 3 of fair value hierarchy have been valued using the cost approach to arrive at their fair value. The cost of unquoted investments approximate the fair value because there is a range of possible fair value measurements and the cost represents estimate of fair value within that range The following table summarises financial assets and liabilities measured at fair value on a recurring basis and financial assets that are not measured at fair value on a recurring basis (but fair value disclosure are required):

As at March 31, 2021 Level 1 Level 2 Level 3 Financial Assets: Investments(Mutual Fund) - - - Derivative Financial Assets - - - Total - - - Financial Liabilities: Derivative Financial Liabilities - 72.20 - Total - 72.20 -

As at March 31, 2020 Level 1 Level 2 Level 3 Financial Assets: Investments(Mutual Fund) 1,000.00 - - Derivative Financial Assets - 505.96 - Total 1,000.00 505.96 - Financial Liabilities: Derivative Financial Liabilities - - - Total - - -

Notes i The other financial assets and liabilities are stated at amortized cost which is approximately equal to their fair value. ii Derivatives are fair valued using market observable rates and published prices together with forecast cash flow information where applicable. iii There have been no transfers between level 1 and level 2 for the years ended March 31, 2021 and March 31, 2020.

40. Employee benefits i) Superannuation fund The company has a superannuation plan. Separate irrevocable trusts are maintained for employees covered and entitled to benefits. The company contributes 15% of basic salary of the eligible employees to the trust every year. Such contributions are recognized as an expense when incurred. The company has no further obligation beyond this contribution. Total amount charged to the Statement of Profit and Loss for the year `285.68 lakhs (Previous year `329.98 lakhs). ii) Retiring gratuity The company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump- sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. The company make annual

147 NOTES to the Financial Statements

contributions to gratuity funds established as trusts . Tata Metaliks Limited account for the liability for gratuity benefits payable in the future based on an actuarial valuation. The Company is exposed to actuarial risk and investment risk with respect to this plan. The following table sets out the amounts recognized in the financial statements for the retiring gratuity plans in respect of company.

` in Lakhs For the year ended For the year ended Change in defined benefit obligation 31.03.2021 31.03.2020 a Obligation as at the beginning of the year 2,576.80 2,056.23 b Current service cost 237.22 193.53 c Interest cost 170.18 152.25 d Employees’ Contributions - - e Remeasurement Actuarial (gains)/losses experience (35.35) 13.93 f Exchange rate variation - - g Benefits paid (73.68) (52.48) h Past Service costs-plan amendments - - i Obligations of new companies acquired - - j Actuarials (gain) / loss - demographic assumptions - - k Settlements - - l Actuarial (gain)/Losses - finance assumptions (29.57) 213.34 Obligation as at the end of the year 2,845.60 2,576.80

` in Lakhs For the year ended For the year ended Change in plan assets 31.03.2021 31.03.2020 a Fair value of plan assets as at beginning of the year 1,830.88 1,685.06 b Interest income 123.84 126.78 c Remeasurement gains/(losses) - - d Employers' Contributions 108.65 63.07 e Employees' Contributions - - f Return on plan assets greater/( lesser) than discount rate (111.19) 8.45 g Benefits paid (73.68) (52.48) h Assets of new companies acquired - - i Acquisition adjustments - - j Settlements - - Fair value of plan assets as at end of the year 1,878.50 1,830.88

` in Lakhs As at As at Amount recognised in the balance sheet consists of 31.03.2021 31.03.2020 a Fair value of plan assets as at end of the year 1,878.50 1,830.88 b Present value of obligation as at the end of the year 2,845.60 2,576.80 Net Asset/(liability) (967.10) (745.92) Retirement benefit asset - Current - - Retirement benefit asset - Non current - - Retirement benefit liability - Current (967.10) (745.92) Retirement benefit liability - Non current - -

148 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

NOTES to the Financial Statements

` in Lakhs For the year ended For the year ended 31.03.2021 31.03.2020 Cost recognised in the statement of profit and loss a Service cost Current service cost 237.22 193.53 Past Service Cost - - b Net interest expense 46.34 25.47 283.56 219.00 Cost recognised in the statement of other comprehensive income a The return on plan assets (excluding amounts included in net interest expense) 111.19 (8.45) b Actuarial gains and losses arising from changes in demographic assumption - - c Actuarial gains and losses arising from changes in financial assumption (35.35) 13.93 d Actuarial gains and losses arising from changes in experience adjustments (29.57) 213.34 46.27 218.82 Total cost recognised in the statement of profit and loss 329.83 437.81

The assumptions used in accounting for the retiring gratuity plans are set out below:

` in Lakhs For the year ended For the year ended 31.03.2021 31.03.2020 a Discount rate 6.80% 6.70% b Rate of escalation in salary 7.50% 7.50% c Withdrawal rates 1.00% 1.00% d Mortality rate Indian assured lives mortality (2006-08) Ult

The weighted average duration of the defined benefit obligation as at March 31, 2021 is 11 years ( March 31, 2020: 10 years) The Company expects to contribute `967.10 lakhs to the funded retiring gratuity plans in financial year 2021 (March 31, 2020:` 745.92 lakhs) The fair value of Company’s plan asset as of March 31, 2021 and March 31, 2020 by category are as follows:

As at As at 31.03.2021 31.03.2020 Investment details (%) a Funded with LICI 97% 97% b Bank balances 3% 3% 100% 100%

The table below outlines the effect on the defined benefit obligation in the event of a increase / decrease of 1% in the assumed discount rate and salary escalation rate.

Impact on defined benefit obligation Assumption Increase in assumptions Decrease in assumptions 31.03.2021 31.03.2020 31.03.2021 31.03.2020 Discount rate (+/- 1%) -10% -10% 12% 12% Salary escalation (+/- 1%) 11% 11% -10% -10%

149 NOTES to the Financial Statements

The above sensitivity analyses are based on change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligations to significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit obligation recognised in the Balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period. iii) Pension Plan - Ex- Managing Director (Mr. Harsh K Jha) The Company accounts for post-retirement defined benefit arrangements using Ind AS 19 ‘Employee Benefits’, with independent actuaries being used to calculate the costs, assets and liabilities to be recognised in relation to these schemes. The present value of the defined benefit obligation, the current service cost and past service costs are calculated by these actuaries using the projected unit credit method. However, the ongoing funding arrangements of each scheme, in place to meet their long term pension liabilities, are governed by the individual scheme documentation and national legislation. The accounting and disclosure requirements of Ind AS 19 do not affect these funding arrangements. The following table sets out the disclosure pertaining to pension benefits of Mr. Harsh K Jha

` in Lakhs For the year ended For the year ended Change in defined benefit obligation 31.03.2021 31.03.2020 a Obligation as at the beginning of the year 270.53 225.79 b Current service cost - - c Interest cost 17.22 15.92 d Employees' Contributions - - e Remeasurement (gains)/losses 2.01 55.90 f Exchange rate variation - - g Benefits paid (27.08) (27.08) h Past Service costs - - i Obligations of new companies acquired - - j Obligations of companies disposed off - - k Settlements - - l Curtailments - - Obligation as at the end of the year 262.68 270.53

` in Lakhs As at As at Amount recognised in the balance sheet consists of 31.03.2021 31.03.2020 a Fair value of plan assets as at end of the year - - b Present value of obligation as at the end of the year 262.68 270.53 Net Asset/(liability) 262.69 270.52 Retirement benefit asset - Current - - Retirement benefit asset - Non current - - Retirement benefit liability - Current 25.84 25.72 Retirement benefit liability - Non current 236.85 244.80

150 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

NOTES to the Financial Statements

` in Lakhs For the year ended For the year ended 31.03.2021 31.03.2020 Cost recognised in the statement of profit and loss a Service cost Current service cost - - Past Service Cost - - b Net interest expense 17.22 15.92 17.22 15.92 Cost recognised in the statement of other comprehensive income a The return on plan assets (excluding amounts included in net interest expense) - - b Actuarial gains and losses arising from changes in demographic assumption - - c Actuarial gains and losses arising from changes in financial assumption - - d Actuarial gains and losses arising from changes in experience adjustments 2.01 55.90 2.01 55.90 Total cost recognised in the statement of profit and loss 19.23 71.82

The assumptions used in accounting for the pension plan of Ex- Managing Director (Mr. Harsh K Jha) is set out below:

` in Lakhs For the year ended For the year ended 31.03.2021 31.03.2020 a Discount rate 6.80% 6.70% b Mortality rate Indian assured lives mortality (2006-08) Ult

The Company expects to contribute `262.69 lakhs to the pension plan - Ex- Managing Director (Mr. Harsh K Jha) in financial year 2021 (March 31, 2020: `270.53 lakhs) The table below outlines the effect on the defined benefit obligation in the event of a decrease/increase of 1% in the assumed rate of discount rate:

Impact on defined benefit obligation Assumption Increase in assumptions Decrease in assumptions 31.03.2021 31.03.2020 31.03.2021 31.03.2020 Discount rate (+/- 1%) -7% -7% 8% 8%

The above sensitivity may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. iv) Post retirement medical benefits Under this unfunded scheme, employees of the company receive medical benefits subject to certain limits on amounts of benefits, periods after retirement and types of benefits, depending on their grade and location at the time of retirement. Separated from the Company as part of an Early Separation Scheme, on medical grounds or due to permanent disablement are also covered under the scheme. The company account for the liability for post-retirement medical scheme based on an actuarial valuation.

151 NOTES to the Financial Statements

` in Lakhs For the year ended For the year ended Change in defined benefit obligation 31.03.2021 31.03.2020 a Obligation as at the beginning of the year 22.46 21.43 b Current service cost - - c Interest cost 1.50 1.61 d Employees' Contributions - - e Remeasurement (gains)/losses (2.09) (0.58) f Exchange rate variation - - g Benefits paid - - h Past Service costs - - i Obligations of new companies acquired - - j Obligations of companies disposed off - - k Settlements - - l Curtailments - - Obligation as at the end of the year 21.87 22.46 v) Provident Fund Contributions towards provident funds are recognised as expense for the year. The Company has set up a Provident Fund Trust which is administered by Trustees. Both the employees and the Company make monthly contributions to the Fund at specified percentage of the employee’s salary and aggregate contributions along with interest thereon are paid to the employees/nominees at retirement, death or cessation of employment. The Trust invests funds following a pattern of investments prescribed by the Government. The interest rate payable to the members of the Trust is not lower than the rate of interest declared annually by the Government under The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 and shortfall, if any, on account of interest is to be made good by the Company. The Actuary has carried out actuarial valuation of plan’s liabilities and interest rate guarantee obligations as at the Balance Sheet date using Projected Unit Credit Method and Deterministic Approach as outlined in the Guidance Not 29 issued by the Institute of Actuaries of India. Based on such valuation, an amount of `393.15 lakhs (March 31, 2020 : `74.25) has been provided towards future anticipated shortfall with regard to interest rate obligation of the Company as at the Balance Sheet date. Disclosures given hereunder are restricted to the information available as per the Actuary’s Report.

For the year ended For the year ended Principal Actuarial Assumptions 31.03.2021 31.03.2020 Discount Rate 6.80% 6.70% Mortality Rate Indian Assured Lives Indian Assured Lives Mortality (2006-08) Mortality (2006-08) (modified) (modified) Expected Return on Fund 8.00% in 2020-21, 8.50% 8.00% in 2020-21, 8.50% thereafter thereafter

Total amount charged to the Statement of Profit and Loss for the year `796.04 lakhs (Previous year `390.23 lakhs) vi) Leave Obligation The leave obligation cover the company’s liability for privilege leave and sick leave to be availed by employees. These employees can carry forward a portion of the unutilised leave balances and utilise it in future periods or receive cash in lieu thereof (except in case of sick leave for certain category of employees) as per the Company’s policy. The Company records a provision for leave obligations in the period in which the employees render the services that increases this entitlement.

152 INTEGRATED REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 01-44 45-97 98-154

NOTES to the Financial Statements

vii) Others Others consist of company and employee contribution to: i. Employees Pension Scheme [Total amount charged to the Statement of Profit and Loss for the year `218.25 lakhs (Previous year 2019-20 `189.88 lakhs)] ii. Employees State Insurance [Total amount charged to the Statement of Profit and Loss for the year `4.13 lakhs ( Previous year 2019-20 `4.38 lakhs)] Contribution to these schemes are made by the company as required as per the statute. 41 The Company has assessed the impact of the recent Supreme Court Judgment in case of “Vivekananda Vidyamandir And Others Vs The Regional Provident Fund Commissioner (II) West Bengal” and the related circular (Circular No. C-I/1(33)2019/Vivekananda Vidya Mandir/284) dated March 20, 2019 issued by the Employees’ Provident Fund Organisation in relation to non-exclusion of certain allowances from the definition of “basic wages” of the relevant employees for the purposes of determining contribution to provident fund under the Employees’ Provident Funds & Miscellaneous Provisions Act, 1952. In the assessment of the management (including considering a view from legal expert, recent inspections by PF authorities), the aforesaid matter is not likely to have a significant impact and accordingly, no provision has been made in these Financial Statements.

42. Corporate social responsibility expense i) Gross amount required to be spent by the company during the year 2020-21 was `422.40 lakhs (2019-20 : `388.00 lakhs). The details of the amount spent during the year on CSR activity as covered under Schedule-VII to the Companies Act, 2013 is given below: ii) Amount spent during the year ended 31.03.2021 (` in lakhs) In cash Yet to be paid in cash Total Particulars 2020-21 2019-20 2020-21 2019-20 2020-21 2019-20 (i) Construction / ------Acquisition of any asset (ii) On purposes other than 422.40 431.32 - - 422.40 431.32 (i) above iii) Details of CSR expenditure under Section 135(5) of the Act in respect of other than ongoing projects

Amount deposited in Specified Balance unspent as at Amount required to be spent Balance unspent as at Fund of Schedule VII of the Act Amount spent during the year 1 April 2020 during the year 31.03.2021 within 6 months - - 422.40 422.40 - iv) Details of excess CSR expenditure under Section 135(5) of the Act

Amount required to be spent Balance excess spent as at Balance excess spent as at 1 April 2020 Amount spent during the year during the year 31.03.2021 45.32 422.40 422.40 45.32

153 NOTES to the Financial Statements

43. Assets Pledged as Security The carrying amounts of assets pledge as security/collateral for current borrowings as follows:

` in Lakhs As at As at Current 31.03.2021 31.03.2020 First Charge Inventories 40,869.67 38,548.15 Loans 15,000.00 - Trade receivables 24,696.46 28,026.59 Cash and Cash equivalents 4,031.26 10,783.26 Other balances with banks 175.43 202.73 Other Financial Assets 2,417.91 3,194.03 Other Current Assets 2,384.37 3,188.92 Other Assets 1,135.16 1,000.00 90,710.26 84,943.68

44. The Board of Directors of the Company in its meeting of November 13, 2020 approved the Scheme of Amalgamation of the Company with Tata Steel Long Products Limited (TSLPL) seeking to amalgamate and consolidate the business of the Company into and with TSLPL (the ‘Scheme’). The Company has submitted the Scheme to Stock Exchanges on November 14, 2020. 45. The impact of the government imposed nation-wide lock down due to the Covid-19 pandemic was partial and temporary as requisite permissions were obtained by the Company in May 2020 to resume its manufacturing operations. As a result of this lock down, production in the Company’s plant also could not be carried out from March 28, 2020 to May 12, 2020. In light of the aforesaid pandemic, inter alia considering the internal and external factors, the Company has assessed the carrying amount of property, plant and equipment, receivables, inventories, investments and other assets as at March 31, 2021, the current liquidity position including its cash flows, the business outlook and has concluded that no material adjustments are required in these financial statements. 46. Previous year’s figures have been regrouped/reclassified where necessary to correspond with the current year’s classification/disclosure.

For Price Waterhouse & Co Chartered Accountants LLP For and on behalf of the Board of Directors Firm Registration Number: 304026E/E-300009 Chartered Accountants Koushik Chatterjee Sandeep Kumar Amit Ghosh Chairman Managing Director Independent Director

Pinaki Chowdhury Avishek Ghosh Subhra Sengupta Partner Company Secretary Chief Financial Officer Membership Number: 057572

Kolkata, April 14, 2021 Kolkata, April 14, 2021

154 NOTICE OF AGM

Notice is hereby given that the 31st Annual General Meeting of the file applications and make representations in respect thereof Members of Tata Metaliks Limited will be held on Monday, August and seek approval from relevant authorities, including 02, 2021, at 3:00 p.m. (IST), through Video Conferencing (‘VC’) / Other Governmental authorities in this regard and deal with any Audio Visual Means (‘OAVM’) to transact the following business: matters, take necessary steps as the Board may in its absolute discretion deem necessary, desirable or expedient to give effect Ordinary Business: to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required 1. Adoption of Audited Financial Statements to seek any further consent or approval of the Members or To receive, consider and adopt the Audited Financial otherwise to the end and intent that the Members shall be Statements of the Company for the Financial Year 2020-21 deemed to have given their approval thereto expressly by the together with the Reports of the Board of Directors and the authority of this resolution. Auditors thereon. RESOLVED FURTHER that the Board be and is hereby authorized 2. Declaration of Dividend to delegate all or any of the powers herein conferred, to any To declare a dividend of ` 4/- per Equity Share of face value of Director(s), Chief Financial Officer or Company Secretary or any ` 10/- each for the Financial Year 2020-21. other Officer(s)/Authorized Representative(s) of the Company, 3. Re-appointment of a Director retiring by rotation to do all such acts and take such steps, as may be considered To appoint a Director in place of Mr. Sanjiv Paul [DIN: 00086974], necessary or expedient, to give effect to the aforesaid who retires by rotation in terms of Section 152(6) of the resolution(s). Companies Act, 2013 and is eligible for re-appointment. RESOLVED FURTHER that all actions taken by the Board in Special Business: connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, 4. Approval for Related Party Transaction(s) with ratified and confirmed in all respects.” Tata Steel Limited for various transactions during 5. Approval for Related Party Transaction(s) with FY 2021-22. T S Global Procurement Company Pte. Ltd. for purchase To consider and, if thought fit, to pass the following Resolution of bulk coal/ coke during FY 2021-22. as an Ordinary Resolution: To consider and, if thought fit, to pass the following Resolution “RESOLVED that pursuant to the provisions of Regulation as an Ordinary Resolution: 23(4) of the Securities and Exchange Board of India (Listing “RESOLVED that pursuant to the provisions of Regulation Obligations and Disclosure Requirements) Regulations, 2015, 23(4) of the Securities and Exchange Board of India (Listing as amended till date, (‘SEBI Listing Regulations’) and the Obligations and Disclosure Requirements) Regulations, 2015, Company’s policy on Related Party Transactions, approval as amended till date, (‘SEBI Listing Regulations’) and the of the Members, be and is hereby accorded to the Board of Company’s policy on Related Party Transactions, approval Directors of the Company (hereinafter referred to as ‘Board’), to of the Members, be and is hereby accorded to the Board of enter into contract(s)/ arrangement(s)/ transaction(s) with Tata Directors of the Company (hereinafter referred to as ‘Board’), Steel Limited, a related party within the meaning of Section to enter into contract(s)/ arrangement(s)/ transaction(s) with T 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of S Global Procurement Company Pte. Ltd., Singapore, a related the SEBI Listing Regulations, for purchase of iron ore lump and party within the meaning of Section 2(76) of the Companies fines, Coke, Manganese Ore and Fines, and other resources on Act, 2013 and Regulation 2(1)(zb) of the SEBI Listing Regulations, such terms and conditions, as the Board may deem fit, up to a for purchase of coal/ coke on such terms and conditions, as maximum aggregate value of ` 651 crore for the Financial Year the Board may deem fit, up to a maximum aggregate value of 2021-22, provided that the said contract(s)/ arrangement(s)/ ` 354 crore for the Financial Year 2021-22, provided that the said transaction(s) shall be carried out at arm’s length basis and in contract(s)/ arrangement(s)/ transaction(s) shall be carried out the ordinary course of business of the Company. at arm’s length basis and in the ordinary course of business of RESOLVED FURTHER that the Board, be and is hereby the Company. authorized to do and perform all such acts, deeds, matters RESOLVED FURTHER that the Board, be and is hereby and things, as may be necessary, including finalizing the terms authorized to do and perform all such acts, deeds, matters and conditions, methods and modes in respect thereof and and things, as may be necessary, including finalizing the terms finalizing and executing necessary documents, including and conditions, methods and modes in respect thereof and contract(s), scheme(s), agreement(s) and such other documents,

155 finalizing and executing necessary documents, including file applications and make representations in respect thereof contract(s), scheme(s), agreement(s) and such other documents, and seek approval from relevant authorities, including file applications and make representations in respect thereof Governmental authorities in this regard and deal with any and seek approval from relevant authorities, including matters, take necessary steps as the Board may in its absolute Governmental authorities in this regard and deal with any discretion deem necessary, desirable or expedient to give effect matters, take necessary steps as the Board may in its absolute to this resolution and to settle any question that may arise discretion deem necessary, desirable or expedient to give effect in this regard and incidental thereto, without being required to this resolution and to settle any question that may arise to seek any further consent or approval of the Members or in this regard and incidental thereto, without being required otherwise to the end and intent that the Members shall be to seek any further consent or approval of the Members or deemed to have given their approval thereto expressly by the otherwise to the end and intent that the Members shall be authority of this resolution. deemed to have given their approval thereto expressly by the RESOLVED FURTHER that the Board be and is hereby authorized authority of this resolution. to delegate all or any of the powers herein conferred, to any RESOLVED FURTHER that the Board be and is hereby authorized Director(s), Chief Financial Officer or Company Secretary or any to delegate all or any of the powers herein conferred, to any other Officer(s)/Authorized Representative(s) of the Company, Director(s), Chief Financial Officer or Company Secretary or any to do all such acts and take such steps, as may be considered other Officer(s)/Authorized Representative(s) of the Company, necessary or expedient, to give effect to the aforesaid to do all such acts and take such steps, as may be considered resolution(s). necessary or expedient, to give effect to the aforesaid RESOLVED FURTHER that all actions taken by the Board in resolution(s). connection with any matter referred to or contemplated in RESOLVED FURTHER that all actions taken by the Board in any of the foregoing resolutions, be and are hereby approved, connection with any matter referred to or contemplated in ratified and confirmed in all respects.” any of the foregoing resolutions, be and are hereby approved, 7. Ratification of Remuneration of Cost Auditors ratified and confirmed in all respects.” To consider and if thought fit, to pass the following resolution 6. Approval for Related Party Transaction(s) with Tata as an Ordinary Resolution: Steel Downstream Products Limited for various “RESOLVED that pursuant to the provisions of Section 148(3) transactions during FY 2021-22 and other applicable provisions, if any, of the Companies Act, To consider and, if thought fit, to pass the following Resolution 2013 (including any statutory modification or re-enactment as an Ordinary Resolution: thereof for the time being in force), and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the “RESOLVED that pursuant to the provisions of Regulation Company hereby ratifies the remuneration of ₹3 lakh plus 23(4) of the Securities and Exchange Board of India (Listing applicable taxes and reimbursement of out-of-pocket expenses Obligations and Disclosure Requirements) Regulations, 2015, payable to Messrs Shome & Banerjee, Cost Accountants (Firm as amended till date, (‘SEBI Listing Regulations’) and the Registration Number – 000001), who have been appointed by Company’s policy on Related Party Transactions, approval the Board of Directors on the recommendation of the Audit of the Members, be and is hereby accorded to the Board of Committee, as the Cost Auditors of the Company, to conduct Directors of the Company (hereinafter referred to as ‘Board’), the audit of the cost records maintained by the Company, for to enter into contract(s)/ arrangement(s)/ transaction(s) with the Financial Year ending March 31, 2022.” Tata Steel Downstream Products Limited, a related party within the meaning of Section 2(76) of the Companies Act, 2013 and NOTES Regulation 2(1)(zb) of the SEBI Listing Regulations, to procure a) The Statement, pursuant to Section 102 of the Companies Act, steel items and provide inter-corporate loans on such terms 2013, as amended (‘Act’) setting out material facts concerning and conditions, as the Board may deem fit, up to a maximum the business with respect to Item Nos 4 to 7 forms part of aggregate value of ` 610 crore, in one or more tranches, for this Notice. Additional information, pursuant to Regulations the Financial Year 2021-22, provided that the said contract(s)/ 26(4) and 36(3) of the Securities and Exchange Board of India arrangement(s)/ transaction(s) shall be carried out at arm’s (Listing Obligations and Disclosure Requirements) Regulations, length basis and in the ordinary course of business of the 2015, (‘SEBI Listing Regulations’) and Secretarial Standard Company. – 2 on General Meetings issued by The Institute of Company RESOLVED FURTHER that the Board, be and is hereby Secretaries of India, in respect of Director retiring by rotation authorized to do and perform all such acts, deeds, matters and is eligible for re-appointment at this Annual General and things, as may be necessary, including finalizing the terms Meeting (‘Meeting’ or ‘AGM’) is furnished as an annexure to and conditions, methods and modes in respect thereof and the Notice. finalizing and executing necessary documents, including b) In view of the continuing COVID-19 pandemic, the Ministry of contract(s), scheme(s), agreement(s) and such other documents, Corporate Affairs ‘MCA’( ) vide its Circular Nos. 14/2020 and

156 17/2020 dated April 8, 2020 and April 13, 2020 respectively, read of Members of the Company will be entitled to vote at the with Circular Nos. 20/2020 dated May 5, 2020 and 02/2021 dated meeting. January 13, 2021 (collectively referred to as ‘MCA Circulars’), h) In accordance with the aforesaid MCA Circulars and SEBI and Securities and Exchange Board of India (‘SEBI’) vide its Circulars, the Notice of the AGM along with the Integrated Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, Report & Annual Accounts 2020-21 are being sent only through 2020, and SEBI/HO/CFD/ CMD2/CIR/P/2021/11 dated January electronic mode to those Members whose e-mail addresses 15, 2021 (collectively referred to as ‘SEBI Circulars’), have are registered with the Company / Depositories. The Notice permitted the holding of Annual General Meeting through convening the 31st AGM along with the Integrated Report & Video Conferencing (‘VC’) or Other Audio-Visual Means Annual Accounts 2020-21 will also be available on the website (‘OAVM’), without the physical presence of the Members at a of the Company at www.tatametaliks.com, websites of the common venue. In accordance with the MCA Circulars and SEBI Stock Exchanges i.e. BSE Limited and the National Stock Circulars, the 31st AGM of the Company is being held through Exchange of India Limited at www.bseindia.com and VC / OAVM on Monday, August 02, 2021 at 3.00 p.m. (IST). The www.nseindia.com respectively and the website of NSDL at deemed venue for the 31st AGM shall be Tata Centre, 10th Floor, www.evoting.nsdl.com. 43, J. L. Nehru Road, Kolkata-700071, West Bengal, India. i) Book Closure and Dividend c) PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER The Register of Members and Share Transfer Books of the ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED Company will be closed from Saturday, July 24, 2021 to TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS/HER Monday, August 02, 2021 (both days inclusive) for the purpose BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE of payment of dividend and AGM for Financial Year 2020-21. COMPANY. SINCE THIS AGM IS BEING HELD PURSUANT TO The dividend of ` 4/- per Equity Share as on the date of book THE MCA CIRCULARS AND SEBI CIRCULARS THROUGH VC closure, if approved by the Members at the AGM, will be paid / OAVM, THE PHYSICAL ATTENDANCE OF MEMBERS HAS subject to deduction of income-tax at source (‘TDS’) on and BEEN DISPENSED WITH. ACCORDINGLY, THE FACILITY FOR from Friday, August 6, 2021 as under: APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM AND HENCE THE PROXY FORM, • In respect of equity Shares held in physical form: To all ATTENDANCE SLIP AND ROUTE MAP ARE NOT ANNEXED TO the Members, after giving effect to valid transmission and THIS NOTICE. transposition in respect of valid requests lodged with the Company as on close of business hours of Friday, July 23, d) The Members can join the AGM in the VC / OAVM mode 30 2021. minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure • In respect of equity Shares held in electronic form: mentioned in the Notice. The Members will be able to view the To all beneficial owners of the shares, as on the close proceedings on the National Securities Depository Limited’s of business hours on Friday, July 23, 2021, as per details (‘NSDL’) e-Voting website at www.evoting.nsdl.com. The facility furnished by the Depositories for this purpose of participation at the AGM through VC / OAVM will be made Pursuant to Finance Act, 2020, dividend income is taxable available to at least 1,000 Members on a first come first served in the hands of shareholders effective April 1, 2020 basis as per the MCA Circulars. and the Company is required to deduct tax at source e) Institutional / corporate shareholders (i.e. other than from dividend paid to the Members at the prescribed individuals, HUF, NRI, etc.) are required to send a scanned copy rates. For the prescribed rates for various categories, (PDF / JPG Format) of their respective Board or governing body the shareholders are requested to refer to the Finance Resolution / Authorisation etc., authorising their representative Act, 2020 and the amendments thereof. In general, to to attend the AGM through VC / OAVM on their behalf and enable compliance with TDS requirements, Members are to vote through remote e-Voting. The said Resolution / requested to complete and / or update their Residential Authorisation shall be sent by e-mail on Scrutiniser’s e-mail status, PAN, Category with their depository participants address at [email protected] with a copy marked to (‘DPs’) or in case shares are held in physical form, with [email protected] the Company / Registrar and Transfer Agents (‘RTA’) by sending documents through e-mail on or before Saturday, f) The Members attending the AGM through VC / OAVM shall July 10, 2021, as communicated in details vide email be counted for the purpose of reckoning the quorum under communication dated June 19, 2021. For the detailed Section 103 of the Act. process, please click here: ‘Communication on Tax g) In case of joint holders, the Member whose name appears as Deduction on Dividend’. the first holder in the order of the names as per the Register

157 Updation of mandate for receiving dividend directly have not yet registered their nomination are requested to in bank account through Electronic Clearing System register the same by submitting Form No. SH-13. If a Member or any other means in a timely manner: desires to cancel the earlier nomination and record a fresh nomination, he / she may submit the same in Form SH-14. The Shares held in physical form: Members are requested said forms can be downloaded from the Company’s website at to send hard copies of the following details / documents www.tatametaliks.com Members are requested to submit the to the Company’s Registrar and Transfer Agent, viz. R & D said form to their DPs in case the shares are held in electronic Infotech Pvt Ltd, 15C Naresh Mitra Sarani ( Beltala Road), form and to the RTA at [email protected] in case the shares Ground Floor, Kolkata – 700 026 latest by Saturday, July 10, are held in physical form, quoting their folio no(s). 2021: k) Consolidation of Physical Share Certificates: Members a) a signed request letter mentioning your name, folio holding shares in physical form, in identical order of names, number(s), complete address and following details in more than one folio, are requested to send to the Company relating to bank account, in which the dividend is to or RTA, the details of such folios together with the share be received: certificates for consolidating their holdings in one folio. A i. Name and Branch of Bank and Bank Account consolidated share certificate will be issued to such Members type; after making requisite changes. ii. Bank Account Number & Type allotted by your l) Members are requested to note that, dividends if not encashed Bank after implementation of Core Banking for a consecutive period of 7 years from the date of transfer Solutions; to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund iii. 11 digit IFSC Code (‘IEPF’). The shares in respect of such unclaimed dividends are b) Cancelled cheque in original, bearing the name of also liable to be transferred to the demat account of the IEPF the Member or first holder, in case shares are held Authority. The Members, whose unclaimed dividends / shares jointly; have been transferred to IEPF, may claim the same by making an application to the IEPF Authority, in Form No. IEPF-5 available c) Self-attested copy of the PAN Card; and on www.iepf.gov.in. In view of this, Members / Claimants are d) Self-attested copy of any document ( such as requested to claim their dividends from the Company, within Aadhaar Card, Driving License, Election Identity the stipulated timeline. The attention of Members is particularly Card, Passport) in support of the address of the drawn to the Corporate Governance Report forming part of the Member as registered with the Company. Board’s Report in respect of unclaimed dividends and transfer of dividends / shares to the IEPF.  Shares held in electronic form: Members may please note that their bank details as furnished by the respective m) Members are requested to intimate changes, if any, pertaining DPs to the Company will be considered for remittance of to their name, postal address, e-mail address, telephone / dividend as per the applicable regulations of the DPs and mobile numbers, PAN, registering of nomination, power of the Company will not entertain any direct request from attorney registration, Bank Mandate details, etc., to their DPs such Members for change / addition / deletion in such in case the shares are held in electronic form and to the RTA bank details. Accordingly, the Members holding shares in at [email protected] in case the shares are held in physical demat form are requested to update their Electronic Bank form, quoting their folio no(s). Further, Members may note that Mandate with their respective DPs. SEBI has mandated the submission of PAN by every participant in securities market. Further, please note that instructions, if any, already given by Members in respect of shares held in physical form, will n) As per Regulation 40 of SEBI Listing Regulations, as amended, not be automatically applicable to the dividend paid on securities of listed companies can be transferred only in shares held in electronic form. dematerialized form with effect from April 1, 2019, except in case of request received for transmission or transposition and For Members who are unable to receive the dividend re-lodged transfers of securities. Further, SEBI vide its circular directly in their bank account through Electronic Clearing no. SEBI/HO/MIRSD/RTAMB/CIR /P/2020/236 dated December Service or any other means, due to non-registration of 2, 2020 had fixed March 31, 2021 as the cut-off date for re- the Electronic Bank Mandate, the Company shall dispatch lodgement of transfer deeds and the shares that are re-lodged the warrant / Bankers’ cheque / demand draft to such for transfer shall be issued only in demat mode. In view of this Members, upon normalisation of postal services and other and to eliminate all risks associated with physical shares and activities. for ease of portfolio management, Members holding shares j) Nomination facility: As per the provisions of Section 72 of in physical form are requested to consider converting their the Act, the facility for making nomination is available to the holdings to dematerialized form. Members can contact the Members in respect of the shares held by them. Members who

158 Company or Company’s Registrar and Transfer Agents (RTA) i.e. has entered into an agreement with NSDL for facilitating R & D Infotech Pvt. Ltd. for assistance in this regard. voting through electronic means, as the authorised agency. The facility of casting votes by a Member using Members may also refer to Frequently Asked Questions remote e-Voting system as well as remote e-Voting during (‘FAQs’) on Company’s website https://www.tatametaliks.com/ the AGM will be provided by NSDL. investors/details-on-loss-of- share-certificate.aspx 2) Members of the Company holding shares either in o) To prevent fraudulent transactions, Members are advised to physical form or in electronic form as on the cut-off date exercise due diligence and notify the Company of any change of Tuesday, July 27, 2021 may cast their vote by remote in address and/ or contact details, as soon as possible. Members e-Voting. A person who is not a Member as on the cut-off are also advised to not leave their demat account(s) dormant for date should treat this Notice for information purpose long. Periodic statement of holdings should be obtained from only. A person whose name is recorded in the Register the concerned Depository Participant and holdings should be of Members or in the Register of Beneficial Owners verified from time to time. maintained by the depositories as on the cut-off date only PROCESS FOR REGISTERING EMAIL ADDRESS: shall be entitled to avail the facility of remote e-Voting before the AGM as well as remote e-Voting during the i. One time registration of e-mail address with RTA for AGM. receiving the Integrated Report & Annual Accounts 2020-21 and to cast votes electronically : The Company has Any shareholder(s) holding shares in physical form or made special arrangements with RTA for registration of e-mail non-individual shareholders who acquires shares of the address of those Members (holding shares either in electronic Company and becomes a Member of the Company after or physical form) who wish to receive the Integrated Report & dispatch of the Notice and holding shares as on the cut-off Annual Accounts for FY 2020-21 and cast votes electronically. date i.e. Tuesday, July 27, 2021, may obtain the User ID Eligible Members whose e-mail addresses are not registered and Password by sending a request at [email protected] with the Company / DPs are required to send an e-mail to RTA at However, if a person is already registered with NSDL for [email protected] mentioning the Name of Member(s), Folio remote e-Voting then he / she can use his / her existing No. and Certificate No. / DP ID & Client ID, mobile number and User ID and password for casting the vote. e-mail address alongwith a self-attested copy of PAN Card on or In case of Individual Shareholder who acquires shares of before 5.00 p.m. (IST) on Monday, July 05, 2021, as intimated in the Company and becomes a Member of the Company earlier communication dated June 19, 2021. after dispatch of the Notice and holds shares in demat ii. Registration of e-mail address permanently with Company mode as on the cut-off date may follow the steps / DP : Members are requested to register the email address mentioned under ‘Login method for e-Voting and joining with their concerned DPs, in respect of electronic holding and virtual meeting for individual shareholders holding with RTA, in respect of physical holding, by writing to them at securities in demat mode.’ [email protected] Further, those Members who have already 3) The remote e-Voting period commences on Thursday, registered their e-mail addresses are requested to keep their July 29, 2021 at 9.00 a.m. (IST) and ends on Sunday, e-mail addresses validated / updated with their DPs / RTA to August 01, 2021 at 5.00 p.m. (IST). The remote e-Voting enable servicing of notices / documents / Integrated Reports module shall be disabled by NSDL for voting thereafter. and other communications electronically to their e-mail Once the vote on a resolution is cast by the Member, the address in future. Member shall not be allowed to change it subsequently. INSTRUCTIONS FOR E-VOTING AND JOINING THE AGM ARE The voting rights of the Members shall be in proportion AS FOLLOWS: to their share of the paid-up equity share capital of the Company as on the cut-off date i.e. Tuesday, July 27, A. PROCESS AND MANNER OF VOTING THROUGH ELECTRONIC 2021. MEANS: 1) Pursuant to the provisions of Section 108 of the Act 4) Members will be provided with the facility for voting read with Rule 20 of the Companies (Management and through electronic voting system during the VC / OAVM Administration) Rules, 2014 (as amended), Regulation 44 proceedings at the AGM and Members participating of the SEBI Listing Regulations and in terms of SEBI circular at the AGM, who have not already cast their vote on no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December the resolution(s) by remote e-Voting, will be eligible to 9, 2020 in relation to e-Voting Facility Provided by Listed exercise their right to vote on such resolution(s) upon Entities, the Company is providing facility of remote announcement by the Chairman. Members who have e-Voting to its Members in respect of the business to be cast their vote on resolution(s) by remote e-Voting prior transacted at the AGM. For this purpose, the Company to the AGM will also be eligible to participate at the AGM

159 through VC / OAVM but shall not be entitled to cast their ID / folio number, PAN, mobile number at speakers. vote on such resolution(s) again. The remote e-Voting [email protected] between July 21, 2021 module on the day of the AGM shall be disabled by NSDL (9:00 a.m. IST) to July 27, 2021 (5:00 p.m. IST). The for voting 15 minutes after the conclusion of the Meeting. Company reserves the right to restrict the number of speakers depending on the availability of time for the B. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM AGM. THROUGH VC / OAVM AND REMOTE E-VOTING (BEFORE AND DURING THE AGM) ARE AS UNDER: 5) Members who need assistance before or during the AGM, can contact NSDL on [email protected] /1800 1) Members will be able to attend the AGM through VC 1020 990/1800 224 430 or contact Mr. Amit Vishal, Senior / OAVM or view the live webcast of AGM provided by Manager – NSDL at [email protected] or Ms. Pallavi Mhatre, NSDL at https://www.evoting.nsdl.com by following the Manager - NSDL at [email protected] steps mentioned under ‘Access NSDL e-Voting system’. After successful login, Member(s) can click on link of VC / THE INSTRUCTIONS FOR REMOTE E-VOTING BEFORE/ DURING OAVM placed under “Join General Meeting” menu against THE AGM Company name. The link for VC / OAVM will be available The details of the process and manner for remote e-Voting are in Shareholder / Member login where the EVEN of the explained herein below: Company will be displayed. Members who do not have the User ID and Password for e-Voting or have forgotten THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE the User ID / Password may retrieve the same by following AS UNDER:- the remote e-Voting instructions mentioned in the Notice. Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com 2) Members are encouraged to submit their questions in advance with respect to the accounts or the business Step 2: Cast your vote electronically and join General Meeting on to be transacted at the AGM. These queries may NSDL e-Voting system. be submitted from their registered e-mail address, Details on Step 1 are mentioned below: mentioning their name, DP ID and Client ID / folio number A. Login method for e-Voting and joining virtual meeting for and mobile number, to reach the Company’s e-mail individual shareholders holding securities in demat mode address at [email protected] before 5:00 p.m. (IST) on Tuesday, July 27, 2021. In order to increase the efficiency of the voting process and in pursuance of SEBI circular no. SEBI/HO/CFD/CMD/ 3) The Register of Directors and Key Managerial Personnel CIR/P/2020/242 dated December 9, 2020, e-Voting facility is and their Shareholding, maintained under Section 170 of being provided to all the demat account holders, by way of the Act, and the Register of Contracts or Arrangements single login credential, through their demat accounts / websites in which the directors are interested, maintained under of Depositories / Depository Participants. Individual demat Section 189 of the Act, will be available electronically for account holders would be able to cast their vote without having inspection by the Members during the AGM. Members to register again with the e-Voting service provider (‘ESP’) seeking to inspect such documents can send an e-mail to thereby not only facilitating seamless authentication but also [email protected]. ease and convenience of participating in e-Voting process. 4) Members who would like to express their views or ask Shareholders are advised to update their mobile number and questions during the AGM may pre-register themselves as e-mail-id with their DPs in order to access e-Voting facility. a speaker by sending their request from their registered e-mail address mentioning their name, DP ID and Client

160 Login method for individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method Individual Shareholders A. NSDL IDeAS facility holding securities in If you are already registered, follow the below steps: demat mode with NSDL 1. Visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com/ 2. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under “IDeAS” section. 3. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. 4. Click on “Access to e-Voting” appearing on left hand side under e-Voting services and you will be able to see e-Voting page. 5. Click on options available against company name or e-Voting service provider – NSDL and you will be re- directed to NSDL e-Voting website for casting your vote during the remote e-Voting period or joining virtual meeting and remote e-Voting during the meeting.

If you are not registered, follow the below steps: 1. Option to register is available at https://eservices.nsdl.com 2. Select “Register Online for IDeAS” Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Please follow steps given in points 1-5.

B. Visit the e-Voting website of NSDL 1. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ 2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. 3. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. 4. After successful authentication, you will be redirected to NSDL website wherein you can see e-Voting page. Click on options available against company name or e-Voting service provider – NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting and remote e-Voting during the meeting. Individual Shareholders 1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be Holding securities in made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest demat mode with is https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. Central Depository 2. After successful login of Easi/Easiest the user will see the e-Voting Menu. The Menu will have links of ESP i.e. NSDL Services (India) Limited Portal. Click on NSDL to cast your vote. (‘CDSL’) 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/ Registration/EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile and E-mail as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress. Individual Shareholders 1. You can also login using the login credentials of your demat account through your Depository Participant registered (holding securities with NSDL / CDSL for e-Voting facility. in demat mode) 2. Once logged-in, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to logging through their NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature. depository participants 3. Click on options available against company name or e-Voting service provider – NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting and remote voting during the meeting.

161 Important note: Members who are unable to retrieve User Manner of holding shares i.e. Demat (NSDL or CDSL) or Your User ID is: ID/ Password are advised to use Forget User ID and Forget Physical Password option available at respective website. c) For Members holding EVEN Number followed by Folio Helpdesk for individual shareholders holding securities shares in Physical Number registered with the Company in demat mode for any technical issues related to login Form For example, if folio number is through Depositories i.e. NSDL and CDSL. 001******** and EVEN is 116192 then user ID is 1161920001**** Login Type Helpdesk details Individual Shareholders Members facing any technical issue in 5. Your password details are given below: holding securities in login can contact NSDL helpdesk by demat mode with NSDL sending a request at [email protected] (a) If you are already registered for e-Voting, then you or call at toll free no.: 1800 1020 990 and can use your existing password to log-in and cast 1800 22 44 30 your vote. Individual Shareholders Members facing any technical issue in (b) If you are using NSDL e-Voting system for the first holding securities in login can contact CDSL helpdesk by demat mode with CDSL sending a request at time, you will need to retrieve the ‘initial password’ [email protected] which was communicated to you by NSDL. Once you or contact at 022- 23058738 or 022- retrieve your ‘initial password’, you need to enter the 23058542-43 ‘initial password’ and the system will force you to change your password. B. Login Method for e-Voting and joining virtual meeting for (c) How to retrieve your ‘initial password’? shareholders other than individual shareholders holding securities in demat mode and shareholders holding i. If your e-mail ID is registered in your demat securities in physical mode account or with the Company, your ‘initial password’ is communicated to you on your How to Log-in to NSDL e-Voting website? e-mail ID. Open the e-mail sent to you by NSDL 1. Visit the e-Voting website of NSDL. Open web browser by and open the attachment i.e. a .pdf file. The typing the following URL: https://www.evoting.nsdl.com/ password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client 2. Once the home page of e-Voting system is launched, click ID for CDSL account or folio number for shares on the icon ‘Login’ which is available under ‘Shareholder / held in physical form. The .pdf file contains Member’ section. your ‘User ID’ and your ‘initial password’. 3. A new screen will open. You will have to enter your User ii. If your e-mail ID is registered in your demat ID, your Password / OTP and a Verification Code as shown account or with the Company, your ‘initial on the screen. password’ is communicated to you on your Alternatively, if you are registered for NSDL e-services e-mail ID. Open the e-mail sent to you by NSDL i.e. IDeAS, you can log-in at https://eservices.nsdl.com/ and open the attachment i.e. a .pdf file. The with your existing IDeAS login. Once you log-in to NSDL password to open the .pdf file is your 8 digit e-services after using your log-in credentials, click on client ID for NSDL account, last 8 digits of client e-Voting and you can proceed to Step 2 i.e. Cast your vote ID for CDSL account or folio number for shares electronically. held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’. 4. Your user id details are given below : 6. If you are unable to retrieve or have not received the Manner of holding shares ‘Initial password’ or have forgotten your password: i.e. Demat (NSDL or CDSL) or Your User ID is: Physical (a) Click on ‘Forgot User Details/Password?’ (If you are a) For Members who Character DP ID followed by 8 Digit holding shares in your demat account with NSDL or hold shares in demat Client ID CDSL) option available on www.evoting.nsdl.com account with NSDL. For example, if your DP ID is IN300*** and Client ID is 12****** then your user (b) Click on ‘Physical User Reset Password?’ (If you are ID is IN300***12******. holding shares in physical mode) option available on b) For Members who 16 Digit Beneficiary ID www.evoting.nsdl.com hold shares in demat For example, if your Beneficiary ID is (c) If you are still unable to get the password by account with CDSL. 12************** then your user ID is 12************** aforesaid two options, you can send a request at

162 [email protected] mentioning your demat account General Guidelines for shareholders number/folio number, your PAN, your name and 1. It is strongly recommended not to share your password with your registered address. any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled (d) Members can also use the OTP (One Time Password) upon five unsuccessful attempts to key in the correct password. based login for casting the votes on the e-Voting In such an event, you will need to go through the “Forgot User system of NSDL. Details/Password?” or “Physical User Reset Password?” option 7. After entering your password, tick on Agree to ‘Terms and available on www.evoting.nsdl.com to reset the password. Conditions’ by selecting on the check box 2. In case of any queries, you may refer the Frequently Asked 8. Now, you will have to click on ‘Login’ button. Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of 9. After you click on the ‘Login’ button, Home page of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or e-Voting will open. send a request to (Name of NSDL Official) at [email protected] Details on Step 2 are mentioned below: or contact Mr.Amit Vishal or Ms. Pallavi Mhatre from NSDL at the designated e-mail IDs: [email protected] or [email protected] How to cast your vote electronically on NSDL e-Voting system? Other Instructions i. The Board of Directors has appointed Mr. P. V. Subramanian 1. After successful login at Step 1, you will be able to see (Membership No. ACS 4585/ C.P. No. 2077), Practicing “EVEN” of all the companies in which you are holding Company Secretary as the Scrutinizer to scrutinize the remote shares and whose voting cycle and General Meeting is in e-voting process as well as voting during the AGM in a fair and active status. transparent manner. 2. Select “EVEN” of the Company, 116192, for which you wish ii. The Scrutinizer shall, immediately after the conclusion of voting to cast your vote during the remote e-Voting period and at the AGM, unblock the votes cast through remote e-Voting casting your vote during the General Meeting. For joining (votes cast during the AGM and votes cast prior to the AGM) virtual meeting, you need to click on “VC/OAVM” link and make, not later than 48 hours of conclusion of the AGM, placed under “Join General Meeting”. a consolidated Scrutinizer’s Report of the total votes cast in 3. Now you are ready for e-Voting as the Voting page opens favour or against, if any, to the Chairman or a person authorised by him in writing, who shall counter sign the same. 4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which iii. The result declared along with the Scrutinizer’s Report shall be you wish to cast your vote and click on ‘Submit’ and also placed on the Company’s website www.tatametaliks.com and ‘Confirm’ when prompted. on the website of NSDL www.evoting.nsdl.com immediately. The Company shall simultaneously communicate the results 5. Upon confirmation, the message ‘Vote cast successfully’ to National Stock Exchange of India Limited and BSE Limited, will be displayed where the shares of the Company are listed. 6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. By Order of the Board of Directors Sd/- 7. Once you confirm your vote on the resolution, you will not Place: Kolkata Avishek Ghosh be allowed to modify your vote. Date: April 14, 2021 Company Secretary and Compliance Officer The instructions for e-Voting during the AGM are as under : (Membership No. ACS 44347) 1. The procedure for remote e-Voting during the AGM is same as Registered Office: the instructions mentioned above for remote e-voting since the Tata Centre, 10th Floor, Meeting is being held through VC/OAVM. 43, J. L. Nehru Road, Kolkata – 700071. 2. Only those Members, who will be present in the AGM CIN: L27310WB1990PLC050000 through VC / OAVM facility and have not cast their vote on the Tel No: 91 33 6613 4200 | Fax: 91 33 2288 4372 Resolutions through remote e-Voting and are otherwise not E-mail: [email protected] barred from doing so, shall be eligible to vote through e-Voting Website: www.tatametaliks.com system in the AGM.

163 Annexure to Notice Statement pursuant to Section 102 of the Companies Act, 2013 (“Act“)

The following Statement sets out all material facts relating to Item a) TSL is one of the largest steel producing companies in the Nos. 4 to 7 mentioned in the accompanying Notice. world. As TSL has multiple mines, consistent and cost effective supply of raw materials becomes easier for the comparatively Item No. 4 smaller volume of your Company; Context b) Bulk procurement from TSL ensures consistency in obtaining A resolution for related party transaction for procurement of iron bulk raw materials for production with established supply chain ore lumps and fines from Tata Steel Limited ‘TSL’( ) was approved at which is essential for uninterrupted operations and increased the 30th AGM held on September 07, 2020 for financial year 2020-21. productivity of the Company. The instant approval is for all transactions with TSL irrespective of c) Due to large scale of world-wide operations, TSL inherently materiality as part of our enhanced disclosure. has large pool of high quality resources at disposal which can The estimated value of the contract(s)/ arrangement(s)/transaction(s) be effectively used by the Company thereby gaining from exceeds the threshold limit of 10% of the annual turnover i.e. ₹192 inherent synergies being part of the massive Tata Steel global crore as per the last audited financial statements of the Company for ecosystem. FY2020-21, resulting in a material related party transaction in terms of Approval Sought Regulation 23 of the Securities and Exchange Board of India (Listing As per the requirements of Regulation 23(4) of the SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Regulations, all material related party transactions shall require the Listing Regulations’). approval of Members through a resolution. Further, the explanation To ensure uninterrupted operation, approval of the shareholders to Regulation 23(1) of the SEBI Listing Regulations provides that a is being sought, for entering into related party transaction(s) with transaction with a related party shall be considered material if the TSL for a maximum aggregate value of ₹651 crore for Financial Year transaction(s) to be entered into individually or taken together with 2021-22. previous transactions during the financial year, exceeds 10% of the annual turnover of the Company as per the last audited financial Background and Details of the Transaction statements of the Company. Cost effective and assured supply of raw materials of desired quality, superlative quality of tangible and intangible assets and TSL is a related party in terms of Regulation 2(1)(zb) of the SEBI administrative facilities, are a key requirement for the Company. Listing Regulations. The estimated maximum aggregate value of the The Company intends to continue to enter into various transactions above-mentioned transaction(s) with TSL for Financial Year 2021-22 with TSL to have consistent control over quality and overall group is expected to be ` 651 crore, which would breach the materiality synergies. These transactions will not only help the Company threshold of 10% of the annual turnover of the Company i.e. ` 192 to manage manufacturing operations smoothly but also ensure crore as per last audited financial statements of the Company for consistent flow of desired quality and quantity of facilities for FY 2020-21. uninterrupted operations and increased productivity. Hence, to ensure uninterrupted operations of the Company, it is The Company shall be procuring iron ore lump and fines, coke, proposed to secure shareholders’ approval for the related party manganese ore and fines, and various other services, facilities as contract(s)/ arrangement(s)/transaction(s) to be entered into with required (‘raw material and other resources’) from TSL for a TSL for a maximum aggregate value of ₹651 crore for Financial Year maximum aggregate value of ₹651 crore for FY2021-22. 2021-22. Rationale / Benefits of procuring raw material and other resources from TSL The strategic advantages for the Company in procuring from TSL are: Pursuant to Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended till date, particulars of the transaction(s) etc. are as under: Sl. Particulars Remarks 1 Name of the Related Party Tata Steel Limited 2 Name of the Director or KMP who is related Mr. Koushik Chatterjee, Chairman and Non-Executive Director of TML is the Executive Director and Chief Financial Officer of TSL 3 Nature of Relationship Tata Steel Limited, is the holding company of Tata Metaliks Limited and is a part of the Promoter Group. (60.03% of Equity Share Capital) 4 Nature, material terms, monetary value and The transaction involves procurement of raw material and other resources from Tata Steel Limited for particulars of the contracts or arrangements a maximum aggregate value of ` 651 crore during FY2021-22. 5 Any other information relevant or important All important information forms part of the statement setting out material facts pursuant to Section for the Members to take a decision on the 102(1) of the Companies Act, 2013 which has been mentioned in the foregoing paragraphs. proposed resolution

164 Detail(s) about Arm’s Length Pricing/ Ordinary Course of to procure bulk coal/ coke from TSGP to have consistent control Business over quality of the supplies. This transaction will not only help the The related party contract/transaction/arrangement mentioned in Company to manage manufacturing operations smoothly but also this proposal has been evaluated by a reputed external independent ensure consistent flow of desired quality and quantity of Coal/ Coke accounting/ consulting firm and the firm has confirmed that the available for uninterrupted operations and increased productivity. pricing mechanism meets the arm’s length testing criteria. The The Company shall be procuring Coal/ Coke from TSGP for a related party transaction /contract/arrangement also qualifies as maximum aggregate value of ₹354 crore for FY2021-22. contract under ordinary course of business. Rationale/ benefits of procuring coal/ coke from TSGP The said transaction/contract/arrangement have been The strategic advantages for the Company in procuring from TSGP recommended by the Audit Committee and Board of Directors of the are: Company for consideration and approval by the Members. a) TSGP by virtue of its size/ trading book has a better negotiating It is pertinent to note that no related party shall vote to approve position with the miners/ suppliers, to secure competitive this Resolution whether the entity is a related party to the particular sourcing rates. As TSGP handles the bulk procurement of transaction or not. Tata Steel Group, it has an inherent advantage of specialized Mr. Koushik Chatterjee, Non-Executive Chairman of the Company is knowledge, skill and economies of scale which helps in also the Executive Director & Chief Financial Officer of TSL. HIs and better negotiation of price considering the value in use with his relatives’ interest or concern, is limited only to the extent of him the vendors, and the comparatively smaller volume of your holding directorship position in both, TML and TSL. Company. None of the other Directors and/ or Key Managerial Personnel of b) TSGP is able to plan large vessels and the Company benefits the Company and/or their respective relatives (to the extent of their from lower freight. This improves the overall landed cost for the shareholding in the Company, if any) are concerned or interested Company. either directly or indirectly, in the Resolution mentioned at Item No. 4 c) Bulk procurement from TSGP ensures consistency in obtaining of the Notice. bulk raw materials for production with established supply chain The Board recommends the Ordinary Resolution set forth at Item No. which is essential for uninterrupted operations and increased 4 in the Notice for approval of the Members. productivity of the Company.

Item No. 5 Approval sought As per the requirements of Regulation 23(4) of the SEBI Listing Context Regulations, all material related party transactions shall require the A resolution for related party transaction for the value of ` 350 approval of Members through a resolution. Further, the explanation crore for procurement of Coal/ Coke from T S Global Procurement to Regulation 23(1) of the SEBI Listing Regulations provides that a Company Pte. Ltd. (‘TSGP’) was approved by the shareholders at the transaction with a related party shall be considered material if the 30th AGM held on September 07, 2020 for financial year 2020-21. The transaction(s) to be entered into individually or taken together with said approval has expired on March 31, 2021. previous transactions during the financial year, exceeds 10% of the annual turnover of the Company as per the last audited financial The estimated value of the contract(s)/ arrangement(s)/transaction(s) statements of the Company. exceeds the threshold limit of 10% of the annual turnover i.e. ₹192 crore as per the last audited financial statements of the Company for TSGP is a related party in terms of Regulation 2(1)(zb) of the SEBI FY2020-21, resulting in a material related party transaction in terms of Listing Regulations. The estimated maximum aggregate value of the Regulation 23 of the Securities and Exchange Board of India (Listing above-mentioned transaction(s) with TSGP for Financial Year 2021-22 Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI is expected to be ` 354 crore, which would breach the materiality Listing Regulations’). threshold of 10% of the annual turnover of the Company i.e. ` 192 crore as per last audited financial statements of the Company for To ensure uninterrupted operation, approval of the shareholders is FY 2020-21. being sought, for entering into related party transaction(s) with TSGP to procure Coal/ Coke for a maximum aggregate value of ₹354 crore Hence, to ensure uninterrupted operations of the Company, it is for Financial Year 2021-22. proposed to secure shareholders’ approval for the related party contract(s)/ arrangement(s)/transaction(s) to be entered into with Background and Details of the Transaction TSGP for a maximum aggregate value of ₹354 crore for Financial Year Cost effective and assured supply of bulk Coal/ Coke of desired 2021-22. quality is a key requirement for the Company. The Company intends

165 Pursuant to Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended till date, particulars of the transaction(s) etc. are as under:

Sl. Particulars Remarks 1 Name of the Related Party T S Global Procurement Company Pte. Ltd. 2 Name of the Director or KMP who is related a) Mr. Koushik Chatterjee, Chairman and Non-Executive Director of TML is the Chairman of TSGP b) Ms. Samita Shah, Non-Executive Director of TML is a Director of TSGP 3 Nature of Relationship TSGP is a subsidiary of TSL, which is the holding company of TML 4 Nature, material terms, monetary value and The transaction involves purchase of Coal/Coke on a continuous basis, freight charges for import etc. particulars of the contract or arrangement from TSGP for a maximum aggregate value of ` 354 crore during FY2021-22. 5 Any other information relevant or important All important information forms part of the statement setting out material facts pursuant to Section for the members to take a decision on the 102(1) of the Companies Act, 2013 which has been mentioned in the foregoing paragraphs. proposed resolution

Detail(s) about Arm’s Length Pricing/ Ordinary Course of To ensure uninterrupted operation and optimum utilization of Business surplus funds, approval of the shareholders is being sought, for The related party contract/transaction/ arrangement mentioned in entering into related party transaction(s) with TSDPL to procure this proposal has been evaluated by a reputed external independent steel items from and provide inter-corporate loans for a maximum accounting/ consulting firm and the firm has confirmed that the aggregate value of ₹610 crore for Financial Year 2021-22. proposed pricing mechanism mentioned above meets the arm’s Background and Details of the Transaction length testing criteria. The related party transaction also qualifies as Cost effective and assured supply of steel items is a key requirement contract under ordinary course of business. for the Company. In addition to this the company will enter into The said transaction/contract/arrangement have been related party transactions to provide inter-corporate loans during recommended by the Audit Committee and Board of Directors of the FY 22. The Company intends to continue to enter into these Company for consideration and approval by the Members. transactions with TSDPL. These transactions will not only help the Company to manage manufacturing operations smoothly but also It is pertinent to note that no related party shall vote to approve ensure consistent flow of desired quality and quantity of facilities for this Resolution whether the entity is a related party to the particular uninterrupted operations and increased productivity. The inter- transaction or not. corporate loans will be used to park any surplus fund available for a Mr. Koushik Chatterjee, Chairman and Non-Executive Director of short period. the Company is also the Chairman of TSGP. Ms. Samita Shah, Non- Rationale / benefit of Transaction with TSDPL Executive Director of the Company, is a Director of TSGP. Their and The strategic advantages for the Company in transacting from TSDPL their relatives’ interest or concern, if any, is limited only to the extent are: of them holding directorship position in both, TML and TSGP. a) TSDPL is a large fellow subsidiary with specialized steel items Except the above, none of the other Directors and/ or Key Managerial which are necessary for the company. Transacting with TSDPL Personnel of the Company and/or their respective relatives are will result in assured and consistent quality of supply of steel concerned or interested either directly or indirectly, in the Resolution items; mentioned at Item No. 5 of the Notice. b) In case of Inter Corporate Loans, lending surplus funds within The Board recommends the Ordinary Resolution set forth at Item No. the group not only helps obtain commercially favourable terms 5 in the Notice for approval of the Members. but also provides better protection for parking of short term Item No. 6 surplus funds. Approval being sought for Financial Year 2021-22 Context As per the requirements of Regulation 23(4) of the SEBI Listing A resolution for related party transaction for the value of ` 610 crore, Regulations, all material related party transactions shall require the in one or more tranches, to procure steel items from and provide approval of Members through a resolution. Further, the explanation inter-corporate loans to Tata Steel Downstream Products Limited to Regulation 23(1) of the SEBI Listing Regulations provides that a (TSDPL) is being proposed for approval of the shareholders for transaction with a related party shall be considered material if the financial year 2021-22. transaction(s) to be entered into individually or taken together with The estimated value of the contract(s)/ arrangement(s)/transaction(s) previous transactions during the financial year, exceeds 10% of the exceeds the threshold limit of 10% of the annual turnover i.e. ₹192 annual turnover of the Company as per the last audited financial crore as per the last audited financial statements of the Company for statements of the Company. FY2020-21, resulting in a material related party transaction in terms of TSDPL is a related party in terms of Regulation 2(1)(zb) of the SEBI Regulation 23 of the Securities and Exchange Board of India (Listing Listing Regulations. The estimated maximum aggregate value of the Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI above-mentioned transaction(s) with TSDPL for Financial Year Listing Regulations’).

166 2021-22 is expected to be ` 610 crore, which would breach the Hence, to ensure uninterrupted operations of the Company, it is materiality threshold of 10% of the annual turnover of the Company proposed to secure shareholders’ approval for the related party i.e. ` 192 crore as per last audited financial statements of the contract(s)/ arrangement(s)/transaction(s) to be entered into with Company for FY 2020-21. TSDPL for a maximum aggregate value of ₹610 crore for Financial Year 2021-22.

Pursuant to Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended till date, particulars of the transaction(s) etc. are as under:

Sl. Particulars Remarks 1 Name of the Related Party Tata Steel Downstream Products Limited 2 Name of the Director or KMP who is related Dr. Rupali Basu, Independent Director of TML is also an Independent Director of TSDPL 3 Nature of Relationship TSDPL is a subsidiary of TSL, which is the holding company of TML. 4 Nature, material terms, monetary value and The transaction involves procuring steel items from and providing inter-corporate loans to TSDPL for particulars of the contract or arrangement a maximum aggregate value of ` 610 crore, in one or more tranches, during FY2021-22. 5 Any other information relevant or important All important information forms part of the statement setting out material facts pursuant to Section for the members to take a decision on the 102(1) of the Companies Act, 2013 which has been mentioned in the foregoing paragraphs. proposed resolution

Detail(s) about Arm’s Length Pricing/ Ordinary Course of recommended the appointment and remuneration of the Cost Business Auditors to the Board of Directors (‘Board’). The Board has, on The related party contract/transaction/ arrangement mentioned in the recommendation of the Audit Committee, approved the this proposal has been evaluated by a reputed external independent appointment and remuneration of Messrs Shome & Banerjee, Cost accounting/ consulting firm and the firm has confirmed that the Accountants (Firm Registration Number – 000001) as the Cost Auditor proposed pricing mechanism mentioned above meets the arm’s of the Company for the Financial Year 2021-22. length testing criteria. The related party transaction also qualifies as In accordance with the provisions of Section 148(3) of the Act read contract under ordinary course of business. with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the The said transaction/contract/arrangement have been remuneration payable to the Cost Auditors as recommended by the recommended by the Audit Committee and Board of Directors of the Audit Committee and approved by the Board has to be ratified by Company for consideration and approval by the Members. the Members of the Company. The Board has fixed the remuneration payable to Cost Auditors for Financial Year 2021-22 at ₹3 lakh plus It is pertinent to note that no related party shall vote to approve applicable taxes and reimbursement of out of pocket expenses, to this Resolution whether the entity is a related party to the particular cover the cost audit for both the Pig Iron and DI Pipe divisions of the transaction or not. Company. Accordingly, the consent of the Members is sought for Dr. Rupali Basu, Independent Director of the Company is also an passing an Ordinary Resolution as set out at Item No. 7 of the Notice Independent Director of TSDPL. Her and her relatives’ interest for ratification of the remuneration payable to the Cost Auditor of the or concern, if any, is limited only to the extent of her holding Company for the Financial Year ending March 31, 2022. directorship position in both, TML and TSDPL. None of the Directors and Key Managerial Personnel of the Company Except the above, none of the other Directors and/ or Key Managerial or their respective relatives is concerned or interested in the Personnel of the Company and/or their respective relatives (to the Resolution mentioned at Item No. 7 in the Notice. extent of their shareholding in the Company, if any) are concerned or The Board recommends the Resolution set forth in Item No. 7 for the interested either directly or indirectly, in the Resolution mentioned at approval of the Members. Item No. 6 in the Notice. The Board recommends the Ordinary Resolution set forth at Item No. By Order of the Board of Directors 6 of the Notice for approval of the Members. Sd/- Place: Kolkata Avishek Ghosh Item No. 7 Date: April 14, 2021 Company Secretary and Compliance Officer (Membership No. ACS 44347) The Company is required under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended Registered Office: from time to time, to have the audit of its cost records for products Tata Centre, 10th Floor, covered under the Companies (Cost Records and Audit) Rules, 2014 43, J. L. Nehru Road, Kolkata – 700071. conducted by a Cost Accountant in practice. CIN: L27310WB1990PLC050000 Tel No: 91 33 6613 4200 | Fax: 91 33 2288 4372 Based on the documents made available and the discussions E-mail: [email protected] held at the meeting of the Audit Committee, it considered and Website: www.tatametaliks.com

167 Annexure to Notice Details of the Director eligible for re-appointment at the forthcoming Annual General Meeting [Pursuant to Regulations 26(4) and 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 on General Meeting]

Name of the Director Mr. Sanjiv Paul DIN 00086974 Nationality Indian Date of Birth 16/03/1963 Date of Appointment 30/03/2013 Qualification B.Tech Profile and experience Mr. Paul is currently Vice President, Safety, Health & Sustainability at Tata Steel Ltd. (TSL) Mr. Paul graduated in Metallurgical Engineering and joined TSL in 1986 as Graduate Trainee. After working in Steel Melting Shops in various capacities and completion of a Senior Management program at CEDEP, France, he moved on to assume Leadership roles in areas of General Management in TSL. In the past, he has been Managing Director of JUSCO (now Tata Steel Utilities and Infrastructure Service Limited), Managing Director of TML and Vice President (Corporate Services), TSL. Board Meeting Attendance and Remuneration Details regarding the attendance at the Board Meetings and remuneration paid to Mr. Paul are provided in the Board’s Report and in the Corporate Governance Report forming part of the Board’s Report. Relationship between Directors, Manager and other Key Nil Managerial Personnel inter-se Shareholding in the Company Nil Directorships held in other public companies (excluding Tata Pigments Limited. foreign companies and Section 8 companies) Memberships/ Chairmanships of Committees of other public Nil companies (includes only Audit Committee and Stakeholders’ Relationship Committee)

168

Head Office Tata Centre, 10th Floor 43, J.L. Nehru Road, Kolkata - 700071

Plant Village Maheshpur PO: Samraipur, Gokulpur, Kharagpur Paschim Midnapur Pincode - 721301, West Bengal www.tatametaliks.com