Objective Of Cvm Tcil

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009

THE TINPLATE COMPANY OF INDIA LIMITED NOTICE The Ninetieth Annual General Meeting of The Tinplate Company of India Limited will be held on Monday, 31st August 2009 at 11.30 A.M. at the Williamson Magor Hall, The Bengal Chamber of Commerce & Industry, 6 Netaji Subhas Road, Kolkata 700 001 to transact the following business : 1.

To receive, consider and adopt the audited Profit and Loss Account for the year ended 31st March 2009 and the Balance Sheet as at that date together with the Reports of the Board of Directors and Auditors thereon.

2.

To declare a dividend on the Non-cumulative Optionally Convertible Preference Shares.

3.

To declare a dividend on the Equity Shares.

4.

To appoint a Director in place of Mr Anand Sen, who retires by rotation and is eligible for reappointment.

5.

To appoint a Director in place of Mr Dipak Banerjee, who retires by rotation and is eligible for reappointment.

6.

To appoint Messrs Price Waterhouse, Chartered Accountants, as the Auditors of the Company, to hold office from the conclusion of this meeting upto the conclusion of the next Annual General Meeting of the Company on such remuneration and the manner of payment thereof as may be mutually agreed upon between the Board of Directors and the Auditors, plus reimbursement of service tax, out-of-pocket, traveling and living expenses.

7.

To appoint a Director in place of Mr A K Basu who was appointed an Additional Director of the Company by the Board of Directors with effect from 23rd October 2008 under Section 260 of the Companies Act, 1956 (the Act) and who holds office upto the date of the forthcoming Annual General Meeting, but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director under the provisions of Section 257 of the Act.

8.

To appoint a Director in place of Mr Tarun Kumar Daga who was appointed an Additional Director of the Company by the Board of Directors with effect from 9th March 2009 under Section 260 of the Companies Act, 1956 (the Act) and who holds office upto the date of the forthcoming Annual General Meeting, but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director under the provisions of Section 257 of the Act.

9.

Appointment of Mr Tarun Kumar Daga as Executive Director : To consider and, if thought fit, to pass with or without modification the following resolution as a Special Resolution : “RESOLVED that pursuant to the provisions of Sections 198, 269, 309 and other applicable provisions, if any, of the Companies Act, 1956 (the Act) read with Schedule XIII of the Act and

6

subject to the approval of the Central Government, if necessary, the Company hereby approves of the appointment and terms of remuneration of Mr Tarun Kumar Daga as the Executive Director of the Company from 9th March to 16th June 2009, upon the terms and conditions set out in the Explanatory Statement annexed to the Notice convening this meeting with liberty to the Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Directors and Mr Tarun Kumar Daga. RESOLVED FURTHER that the Board be and is hereby authorized to take all such step as may be necessary, proper and expedient to give effect to this Resolution.“ 10. Appointment of Mr Tarun Kumar Daga as Managing Director : To consider and, if thought fit, to pass with or without modification the following resolution as a Special Resolution : “RESOLVED that pursuant to the provisions of Sections 198, 269, 309 and other applicable provisions, if any, of the Companies Act, 1956 (the Act) read with Schedule XIII of the Act and subject to the approval of the Central Government, if necessary, the Company hereby approves of the appointment and terms of remuneration of Mr Tarun Kumar Daga as the Managing Director of the Company for a period of 5 years with effect from 17th June 2009, upon the terms and conditions (including remuneration to be paid in the event of inadequacy of profits in any financial year during the aforesaid period) as set out in the Explanatory Statement annexed to the Notice convening this meeting with liberty to the Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Directors and Mr Tarun Kumar Daga. RESOLVED FURTHER that the Board be and is hereby authorized to take all such step as may be necessary, proper and expedient to give effect to this Resolution.“ 11. Revision in the terms of remuneration of Mr B L Raina, Managing Director : To consider and, if thought fit, to pass with or without modification the following resolution as a Special Resolution : “RESOLVED that in partial modification of Resolution No.12 passed at the Annual General Meeting of the Company held on 11th July 2006 and in accordance with the provisions of Sections 198, 269, 309, 310 and other applicable provisions, if any, of the Companies Act, 1956 (the Act) read with Schedule XIII of the Act and subject to the approval of the Central Government, if necessary, the Company hereby approves the revised terms of remuneration of Mr B L Raina, Managing Director, with effect from 1st April 2009 for the remainder of the tenure of his contract i.e. upto 16th June 2009, as set out in the Explanatory Statement annexed to the Notice convening this meeting.” 12. Payment of Commission to the non-whole-time Directors of the Company : To consider and, if thought fit, to pass with or without modification the following resolution as a Special Resolution : “RESOLVED that pursuant to the provisions of Section 309 and other applicable provisions, if any, of the Companies Act, 1956 (the Act), a sum not exceeding one percent per annum of the net profits of the Company calculated in accordance with the provisions of Sections 198, 349 and 350 of the Act, be paid to and distributed amongst the Directors of the Company or some or 7

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009 any of them (other than the Managing Director and the Whole time Director, if any) in such amounts or proportions and in such manner and in all respects as may be directed by the Board of Directors and such payments shall be made in respect of the profits of the Company for each year of the period of five years commencing from 1st April 2008.’’ Registered Office : 4, Bankshall Street Kolkata 700001 Dated : 8th June, 2009

By Order of the Board S KAR Company Secretary

NOTES : (a) The relative Explanatory Statements, pursuant to Section 173 of the Companies Act, 1956, in respect of the business under Item Nos. 7 to 12 above, are annexed hereto. The relevant details of directors seeking reappiontment under Item Nos. 4, 5, 7 and 8 above pursuant to Clause 49 of the Listing Agreements entered into with the Stock Exchanges are also annexed. (b) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING. (c) The Register of Members and Transfer Books of the Company will be closed on Thursday, 23rd July and Friday, 24th July 2009. (d) If dividends on the Preference and Equity Shares as recommended by the Board of Directors are passed at the meeting, payment of such dividends will be made on and after 4th September 2009 to those members whose names are on the Company’s respective Register of Members on 24th July 2009. In respect of Equity Shares held in electronic form, the dividend will be payable to the beneficial owners of shares as at the end of business hours on 22nd July 2009 as per details furnished by the Depositories for this purpose. (e) Members are requested to bring the attendance slips along with copies of Annual Report to the Meeting. (f )

Members desiring any information as regards the Accounts are requested to write to the Company at an early date so as to enable the Management to keep the information ready at the Meeting.

(g) As per the provisions of the Companies Act, 1956 facility for making nominations is available to the Members in respect of the shares held by them. Nomination forms can be obtained from the Company’s Registrars and Transfer Agents, TSR Darashaw Limited whose addresses are given hereunder.

8

Annexure to Notice As required by Section 173(2) of the Companies Act, 1956 (hereinafter referred to as “the Act”) the following Explanatory Statements set out all material facts relating to the business mentioned under item Nos. 7 to 12 of the accompanying Notice dated 8th June 2009. Item No. 7 The Board of Directors of the Company at its meeting held on 23rd October 2008 appointed Mr Ashok Kumar Basu as an Additional Director with effect from 23rd October 2008, in accordance with the provisions of Article 90 of the Articles of Association of the Company read with Section 260 of the Act. Mr Basu holds office only upto the date of the forthcoming Annual General Meeting. A notice has been received from a Member as required under Section 257 of the Act, proposing Mr Ashok Kumar Basu as a candidate for the office of Director. Mr Basu, I.A.S. (Retd) has worked in various capacities in the Government of West Bengal and Government of India. He was Secretary, Ministry of Steel and Mines, from August 1997 to May 2000, Secretary Ministry of Power from June 2000 to March 2002 and Chairman, Central Electricity Regulatory Commission during April 2002-2007. The Board considers that the appointment of Mr Basu as a Director will immensely benefit the Company and commends the resolution for approval by the Members. Save and except Mr Basu no other Director of the Company is concerned or interested in the resolution. Item No. 8 to 10 The Board of Directors of the Company (the Board) appointed Mr Tarun Kumar Daga as an Additional Director of the Company with effect from 9th March, 2009 and also as the Executive Director (ED) of the Company with effect from the same date for a period of 5 years subject to the approval of the Members. On the recommendation of the Remuneration Committee the Board at its meeting held on 7th April 2009 approved the terms and conditions of Mr Daga’s appointment, subject to the approval of the Members and the Central Government, if necessary. On the recommendation of the Remuneration Commitee, the Board, at its meeting held on 8th June, 2009 appointed Mr Daga as the Managing Director (MD) of the Company, for a period of 5 years from 17th June 2009 and approved the terms and conditions of his appointment, subject to the approval of the Members at the Annual General Meeting of the Company and the Central Government, if necessary. Mr Daga holds a BE (Electrical & Electronics) degree from BITS, Pilani, a PGDM from IIM, Lucknow and has completed a General Management Programme at CEDEP (INSEAD), France. He joined Tata Steel Ltd. in 1991 and his service was seconded to the Company in 1997 and has over 18 years of experience in the Steel /Tinplate Industry. He has held various positions in the Company and since October 2006 Mr Daga was designated as Chief Operating Officer of the Company and from 9th March 2009 Mr Daga was designated as Executive Director. 9

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009 The main terms and conditions relating to the appointment of Mr Daga as ED and MD are as follows : 1.

Period : From 9th March 2009 to 16th June 2009 as ED From 17th June 2009 for a period of 5 years as MD

2.

Nature of Duties : Mr Daga shall devote his whole time and attention to the business of the Company and carry out such duties as may be entrusted to him by the Board from time to time and separately communicated to him and such powers as may be assigned to him, subject to the superintendence, control and directions of the Board in connection with and in the best interest of the business of the Company.

3.

A) Remuneration : Salary : Rs. 1,22,000 per month as ED and Rs.1,40,000 per month as MD, with annual increments effective 1st April every year, as may be decided by the Board, based on merit and taking into account the Company’s performance for the year. The benefits, perquisites and allowances will be determined by the Board from time to time. Commission or Performance-linked Bonus will be based on certain performance criteria to be prescribed by the Board. B)

Minimum Remuneration : Notwithstanding anything to the contrary herein contained, where in any financial year during the currency of Mr Daga’s tenure, the Company has no profits or its profits are inadequate, the Company will pay to Mr Daga remuneration by way of salary, benefits, perquisites and allowances and commission or performance-linked bonus as specified above.

4.

Other terms of appointment : (i)

The terms and conditions of Mr Daga’s appointment may be altered and varied from time to time by the Board as it may, in its discretion, deem fit, within the maximum amount payable to Mr Daga in accordance with Schedule XIII to the Act or any amendments made hereinafter in this regard in such manner as may be agreed to between the Board and Mr Daga, subject to such approvals as may be required.

(ii)

The appointment may be terminated by either party giving to the other party three months’ notice of such termination or the Company paying three months’ remuneration in lieu thereof.

(iii) Mr Daga shall not become interested or otherwise concerned, directly or through his spouse and/or children in any selling agency of the Company. (iv) Mr Daga’s employment may be terminated by the Company without notice or payment in lieu of notice : 10

(a)

if Mr Daga is found guilty of any gross negligence, default or misconduct in connection with or affecting the business of the Company to which he is required by the agreement to render services ; or

(b) in the event of any serious repeated or continuing breach (after prior warning) or non observance by Mr Daga of any of the stipulations contained in the agreement to be executed between the Company and Mr Daga ; or (c) (v)

in the event the Board expresses its loss of confidence in Mr Daga.

Upon the termination by whatever means of Mr Daga’s employment: (a)

Mr Daga shall immediately tender his resignation as Director of the Company and from such other offices held by him in the Company, without claim for compensation for loss of office.

(b) Mr Daga shall not without the consent of the Company at any time thereafter represent himself as connected with the Company. (vi)

Mr Daga is appointed by virtue of his employment in the Company and his appointment is subject to the provisions of Section 283(1)(l) of the Act.

(vii)

The terms and conditions of appointment of Mr Daga also include clauses pertaining to adherence with the Tata Code of Conduct, no conflict of interest with the Company and maintenance of confidentiality.

(viii) If and when the agreement expires or is terminated for any reason whatsoever, Mr Daga will cease to be MD and also cease to be a Director. If at any time Mr Daga ceases to be a Director of the Company for any reason whatsoever, he shall cease to be the MD and the agreement shall forthwith terminate. If at any time Mr Daga ceases to be in the employment of the Company for any reason whatsoever, he shall cease to be a Director and the MD of the Company. An abstract of the terms of remuneration of Mr Daga pursuant to Section 302 of the Act was sent to the Members in April and June 2009. No Director other than Mr Daga is concerned or interested in the resolutions as set out in Item Nos. 8 to 10 of the convening Notice. Having regard to Mr Daga’s knowledge and experience the Board considers that Mr Daga’s appointment as ED from 9th March, 2009 to 16th June, 2009 and MD from 17th June 2009 for a period of 5 years would be beneficial to the Company and accordingly recommends the acceptance of the resolutions set out in Item Nos. 8 to 10 of the convening Notice. Item No.11 At the Annual General Meeting of the Company held on 28th July 2005 the Members had approved the reappointment of Mr B L Raina as Managing Director of the Company for the period 24th August 2005 to 16th June 2009 on the terms and conditions as contained in the resolution as well as in the Explanatory Statement forming part of the Notice of the said Annual General Meeting. 11

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009 At the Annual General Meeting of the Company held on 11th July 2006 the Members had approved the revision in the terms of remuneration relating to perquisites and allowances of Mr Raina for the period 24th August 2005 to 16th June 2009 on the terms and conditions as contained in the resolution as well as in the Explanatory Statement forming part of the Notice of the said Annual General Meeting. The Remuneration Committee and the Board of Directors of the Company, at their meetings held on 11th May 2009 approved the revision in the upper limit of the present salary scale of Mr Raina from Rs. 2,40,000/- per month to Rs. 3,00,000/- per month with effect from 1st April 2009 and increased his salary to Rs. 2,60,000/- per month with effect from 1st April 2009. The other terms and conditions of Mr Raina’s appointment as Managing Director as enumerated in the Resolution No. 6 passed at the Annual General Meeting of the Company held on 28th July 2005 and Resolution No. 12 passed at the Annual General Meeting of the Company held on 11th July 2006 and the Explanatory Statements thereto, remain the same. Pursuant to the provisions of Sections 198, 269, 309, 310 and Schedule XIII of the Act, the approval of the Members in the General Meeting is required to be obtained for the above increase in the remuneration of Mr Raina as set out in item No. 11 of the Notice. No Director other than Mr Raina is concerned or interested in the resolution as set out in Item No.11 of the convening Notice. The aforesaid details may be treated as an abstract of the terms of re-appointment of Mr Raina in terms of Section 302 of the Act. The Board commends the resolution at item No.11 for approval by the Members. In terms of the amended Schedule XIII of the Act, the following information is given to the Members : I.

General Information: (1)

Nature of Industry

(2)

Date of commencement of

(3)

12

:

Manufacturers of electrolytic Tinplate and Cold Rolled Products

commercial production

:

December 1922

Financial Performance

:

Rs. in lakhs Year

Income

Operating Profit / (Loss) before tax

Net Profit / (Loss) after tax

2004-05

26348.33

3212.95

3047.95

2005-06

41513.84

2006-07

47009.96

3068.59

1888.09

2007-08

41038.87

807.58

394.49

2008-09

67077.92

6267.22

3480.18

3950.10

4895.63

(4)

Export Performance

(5)

Foreign investments or Collaborators

:

About 25% of the Company’s products are being exported mainly to countries in Far East like Taiwan, China, South East Asia like Indonesia, Singapore, Malaysia, Thailand, West Asia Region like Iran, UAE, Oman, Jordan, Saudi Arabia, European Union like Italy, Spain and UK and other neighbouring countries like Nepal, Bangladesh and Sri Lanka.

:

Nil

II. Information about the appointee : (1)

Background details

:

Mr B L Raina (the Appointee) is a Graduate in Mechanical Engineering and holds a Post Graduate Diploma in Business Administration (XLRI, Jamshedpur). He has completed a General Management Programme at CEDEP (INSEAD), France. He has 39 years of experience in diverse functions ranging from Production, Maintenance, Marketing & International Trade all with Tata Steel and its associate Companies. Prior to joining the Company, he was Director of Tata Steel’s International Trading Division.

(2)

Past Remuneration

:

Year ending 31st March

Rs. lakhs

2005 2006 2007 2008 2009

48.07 61.25 67.97 84.17 103.80

(3)

Recognition and Awards

:

The Appointee takes a lot of interest in extra mural activities and has active involvement in many professional and social bodies.

(4)

Job profile and his suitability

:

The Appointee devotes wholetime attention to the management of the affairs of the Company and exercises powers subject to the superintendence, direction and control of the Board of Directors.

(5)

Remuneration proposed

:

Increase in salary. 13

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009 (6)

Comparative remuneration with respect to industry, size of the Company, profile of the position and person

:

Taking into consideration the size of the Company, its profits and the qualification and experience of the Appointee, the responsibilities shouldered by him and the industry benchmarks, the remuneration proposed to be paid is commensurate with the remuneration packages paid to similar senior level appointees in other Companies.

(7)

Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any

:

Except for salary, perquisites and allowances received from the Company, the Appointee does does not have any pecuniary relationship directly or indirectly with the Company or relationship with managerial personnel.

Item No.12 Taking into account the responsibilities of the Directors, it is proposed that in terms of Section 309(4) of the Act, the Directors (apart from the Managing Director and the Whole-time Directors, if any) be paid, for each of the five financial years of the Company commencing 1st April 2008, remuneration not exceeding one per cent per annum of the net profits of the Company computed in accordance with the provisions of the Act. This remuneration will be distributed amongst all or some of the Directors in accordance with the directions given by the Board. All the Directors of the Company except the Managing Director and the Executive Director is concerned or interested in the Resolution at item No.12 of the Notice to the extent of the remuneration that may be received by them.

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

14

Name of Director

Mr Anand Sen

Mr Dipak Banerjee

Mr A K Basu

Mr Tarun Kumar Daga

Date of Birth

17th September 1959

19th February 1946

24th March 1942

9th January 1966

Date of Appointment

25th July 2002

28th July 2003

23th October 2008

9th March 2009

Qualification

B.Tech. (Met), PGDBM

B.Com (Hons), ACA

B.Com(Hons), IAS (Retd.)

BE, PGDM

Expertise in specific functional areas

Expertise in the field of Marketing, presently VicePresident (TQM & Flat Products) of Tata Steel Ltd.

Expertise in the field of finance and strategic planning

Expertise in Infrastructure, Power and General Administration

Experienced in Marketing & Sales, presently Managing Director of The Tinplate Co. of India Ltd.

Details of the Directors seeking reappointment/appointment at the Annual General Meeting (Contd.) Name of Director

Mr Anand Sen

Mr Dipak Banerjee

Mr A K Basu

Mr Tarun Kumar Daga

Directorship held in other Companies*

Tata Ryerson Ltd. Tata Bluescope Ltd. Tayo Rolls Ltd.

Tata Metaliks Ltd. DIC India Ltd. TM International Logistics Ltd. Tata Sponge Iron Ltd. Tata Metaliks Kubota Pipes Ltd. Mjunction Services Ltd. Shristi Infrastructure Development Corpn. Tayo Rolls Ltd.

Visa Comtrade Ltd. Usha Martin Ltd. Andrew Yule & Co. Ltd. Tata Metaliks Ltd. West Bengal Power Development Corpn. Ltd. Visa Power Ltd. JSW (Bengal) Steel Ltd. Tata Power Co. Ltd.

Membership/ Chairmanship of Committees** across public Companies

Tata BlueScope Ltd. (AC) Tayo Rolls Ltd. (SGC)

Tata Metaliks Ltd. (AC) DIC India Ltd. (AC) TM International Logistics Ltd. (AC) Tata Sponge Iron Ltd. (AC) & (SGC) Mjunction Services Ltd. (AC) Shristi Infracture Development Corpn. Ltd. (AC)

Andrew Yule Co. Ltd. (AC) JSW (Bengal) Steel Ltd. (AC) Visa Power Ltd. (AC)

Nil

No. of shares held in the Company

Nil

Nil

Nil

Nil

Nil

*

Private Limited Companies, foreign Companies and Companies under Section 25 of the Companies Act are not considered.

**

Includes Audit Committee (AC) and Shareholders Grievance Committee (SGC).

15

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009

TSR DARASHAW LIMITED (Formerly Tata Share Registry Limited) Name

Office

REGISTERED OFFICE Tel. Fax

022-66568484 022-66568494

TSR DARASHAW LIMITED

Tel.

080-25320321

503, Barton Centre (5th Floor)

Fax

080-25580019

TSR DARASHAW LIMITED

Tel.

0657-2426616

Bungalow No. 1,

Fax

0657-2426937

TSR DARASHAW LIMITED

Tel

033-22883087

Tata Centre, 1st Floor,

Fax

033-22883062

TSR DARASHAW LIMITED

Tel

011-23271805

2/42, Sant Vihar,

Fax

011-23271802

TSR DARASHAW LIMITED 6-10 Haji Moosa Patrawala Ind. Estate, 20 Dr E Moses Road, Mahalaxmi, Mumbai - 400 011 E-mail : [email protected] Web : www.tsrdarashaw.com BRANCH OFFICES 1. Bangalore

84, Mahatma Gandhi Road, Bangalore-560 001 E-mail : [email protected] 2. Jamshedpur

“E” Road, Northern Town, Bistupur, Jamshedpur-831 001 E-mail : [email protected] 3. Kolkata

43, Jawaharlal Nehru Road, Kolkata-700 071 E-mail : [email protected] 4. New Delhi

Ansari Road, Daryaganj, New Delhi-110 002 E-mail : [email protected] 16

Directors’ Report TO THE MEMBERS The Directors hereby present their Ninetieth Annual Report on the business and operations of the Company and the Audited Financial Accounts for the year ended 31st March, 2009. FINANCIAL RESULTS FY 2008-09 Rupees Lakhs Net Sales/Income ..................................................................................... 66,029 Total Expenditure ..................................................................................... 55,496 Operating Profit ........................................................................................ 10,533 Add : Dividend and Other Income .................................................... 1,049 Profit before Interest, Depreciation and Taxes ............................... 11,582 Less : Interest ............................................................................................. 2,509 Profit before Depreciation and Taxes .............................................. 9,073 Less : Depreciation ..................................................................................... 2,806 Profit before Taxes .................................................................................. 6,267 Less : Provision for Taxation Provision for Current Taxation ....................... 703 Less : MAT Credit ................................................. 703 Provision for Fringe Benefit Tax ......................................... Deferred Taxation ..................................................................... Profit after Taxes ....................................................................................... Add: Balance brought forward from previous year ..................... Balance ........................................................................................................ Which the Directors have appropriated as under to : ............... (i) Proposed Dividend (Preference + Equity) ..................... (ii) Tax on Dividend ..................................................................... (iii) General Reserve ...................................................................... TOTAL .............................................................................................................. Leaving a balance to be carried forward .........................................

FY 2007-08 Rupees Lakhs 39,884 36,708 3,176 1,155 4,331 1,263 3,068 2,260 808 84 -

63 2,724 3,480 3,067 6,547

50 279 395 2,672 3,067

1,672 284 87 2,043 4,504

3,067

BUSINESS RESULTS During the year under review your Company’s operating performance improved significantly compared to the previous year, in terms of sales, production as well as margins. It may be noted that the financial performance of the tinplate industry worldwide had been declining till the previous year and the situation was expected to continue. However, in the first half of the year under review, the general business environment became favourable with increase in demand and prices, leading to healthier margins for the tinplate industry world-wide. Accordingly, your Company generated significantly higher realizations over key input costs of hot rolled coils and tin, as compared to the previous year. 17

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009 In addition, your Company also commissioned its second tinning line having 200,000 tons per annum capacity, at its premises in Jamshedpur. The benefits on account of this line coming into operations accrued to the Company from October 2008. Consequently, your Company was able to record a better performance during the year under review with profit before tax being Rs. 6,267 lakhs compared to Rs. 808 lakhs in the previous year. DIVIDEND In view of the improved operating results, your Directors are pleased to recommend for the year ended 31st March, 2009, dividend on preference shares at the rate of 12.5% for the period 1st April, 2008 to 15th January, 2009 and at the rate of 8.5% for the period 16th January, 2009 to 31st March, 2009 and on the equity shares at Rs.1.25 per equity share. The payment of dividend is subject to the approval of the Shareholders at the Annual General Meeting. MODERNISATION & CAPACITY EXPANSION During the past decade, your Company had invested in continuous improvement activities as well as de-bottlenecking and modernisation projects. As a result, your Company’s capacity of electrolytic tinplate and tin free steel increased to 1,79,000 tons per annum in 2008. As part of the Company’s strategy to increase the scale of its operations by another 2,00,000 tons per annum, your Company in FY2006-07 initiated the setting up of a second tinning line and a second cold rolling mill within the Company’s existing premises at Jamshedpur at a total project outlay of about Rs. 62,200 lakhs. As a first step, your Company commissioned the second tinning line in October 2008, taking the company’s capacity to 3,79,000 tons per annum of electrolytic tinplate and tin free steel. In order to ensure self sufficiency in feedstock for operating the second tinning line, your Company is presently in the midst of setting up the second cold rolling mill. The second cold rolling mill is expected to be commissioned in 2010. With the commissioning of this facility, your Company will become self sufficient for fully meeting the needs of the two tinning lines. FUNDING EXPANSION AND RIGHTS ISSUE For financing the on-going expansion referred above, your Company has proposed a Rights Issue of Rs 38,000 lakhs and Term Loans of Rs 24,200 lakhs from Banks. The Issue will comprise of a Rights Issue of Equity Shares upto Rs 20,000 lakhs and simultaneous but unlinked issue of Fully Convertible Debentures up to Rs 18,000 lakhs to the existing Shareholders of the Company. As an interim arrangement for financing this project, your Company had taken Inter Corporate Deposit of Rs 18,000 lakhs from Tata Steel, which has since been converted into a Term Loan facility. The draft Letter of Offer for the Rights Issue has been filed with the Securities and Exchange Board of India (“SEBI”) for their observations and comments. SEBI’s initial observations have been replied to and their final observations, if any, are awaited. The terms and conditions of the Rights Issue would be determined nearer to the time of the issue. In connection with the proposed Rights Issue, the Authorized Share Capital of your Company has been increased from Rs 32,650 lakhs to Rs 42,650 lakhs through a postal ballot approved by the Shareholders. 18

CORPORATE GOVERNANCE Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made part of this Annual Report. A note on the Company’s corporate sustainability initiatives is also included. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Details of conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Company’s Act, 1956 (the Act) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, are given in Annexure I to this Report. PARTICULARS OF EMPLOYEES Information in accordance with the provisions of Section 217 (2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975 as amended, regarding employees is given in Annexure II to this Report. DIRECTORS’ RESPONSIBILITY STATEMENT As required under Section 217(2AA) of the Act, the Directors wish to certify : a)

That in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.

b)

That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for that period.

c)

That they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d)

That they have prepared the annual accounts on a going concern basis.

DIRECTORS In accordance with the provisions of the Act and the Company’s Articles of Association, Mr Anand Sen and Mr Dipak Banerjee, retire by rotation and are eligible for re-appointment. IDBI Bank Ltd. withdrew the nomination of Mr Chinubhai Shah with effect from 8th September 2008 and did not nominate any person in his place. The Directors place on record their appreciation of the valuable services rendered by Mr Chinubhai Shah during his tenure of Directorship. LIC of India nominated Mr B N Samal as their Nominee on the Board with effect from 15th September 2008 in place of Mr N Ramasubramanian. The Directors placed on record their appreciation of the valuable services rendered by Mr N Ramasubramanian during his tenure of Directorship. 19

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009 Mr Ashok Kumar Basu was appointed by the Board as an Additional Director of the Company with effect from 23rd October 2008. In accordance with Article 90 of the Articles of Association of the Company and Section 260 of the Act, Mr Basu will hold office up to the forthcoming Annual General Meeting. Necessary notice in writing has been received from a member under Section 257 of the Act, signifying his intention to propose the appointment of Mr Basu as a Director of the Company. Mr Tarun Kumar Daga was appointed as an Additional Director and Executive Director with effect from 9th March 2009. Mr B L Raina, Managing Director of the Company would be retiring as the Managing Director with effect from the close of business on 16th June, 2009. The Directors would like to place on record the outstanding leadership and commendable contribution made by Mr Raina to the Company during his tenure as Managing Director since 24th August, 1997 in turning around the Company and placing it on the growth path. On 8th June, 2009 the Board of Directors appointed Mr Tarun Kumar Daga as the Managing Director of the Company with effect from 17th June, 2009 upon the retirement of Mr B L Raina as the Managing Director of the Company. The approval of the Shareholders is being sought for the appointment and remuneration payable to Mr Daga as the Managing Director of the Company for a period of five years. AUDITORS The Members are requested to appoint the Auditors and fix their remuneration. Messrs Price Waterhouse, Chartered Accountants, the retiring auditors have furnished a certificate of their eligibility for re-appointment as required under the Act. ACKNOWLEDGEMENT The Directors wish to convey their appreciation to all the employees of the Company for their personal efforts as well as their collective contribution under difficult competitive conditions, during the year under review. Recognized Unions at Jamshedpur and Kolkata have cooperated in an exemplary manner towards achieving the objectives of your Company. The Directors would also like to thank the shareholders, customers, suppliers, bankers, financial institutions, central and state government agencies and all other business associates for their continuous support to the Company.

On behalf of the Board of Directors Mumbai, 8th June 2009

20

B Muthuraman Chairman

MANAGEMENT DISCUSSION AND ANALYSIS BUSINESS REVIEW Tinplate is a downstream steel product and is ideally suited for packaging processed edibles : approx 65-70% of global tinplate consumption is for processed foods and beverages. The world is today grappling with environment concerns and packaging waste is cause of concern. Tinplate is the most eco friendly packaging medium and in the developed world has played a role in facilitating growth of processed food and beverages industry, ensuring protection, improved shelf life and aesthetics / shelf appeal to promote brand equity of the product packed inside. It is an established phenomenon world wide that packaging industry growth is dependent on the rate of growth of economic growth of a region / country. The growth at relatively higher rates in emerging economies of BRIC, ASEAN as compared to developed economies like Europe, USA, Japan will ensure that Asian markets will be the prime driver of growth. The Company is essentially a producer of a single product that is tinplate. The production process or conditions at the cold rolling mill and the electrolytic tinning lines are varied to produce different categories of tinplate. The parameters on which the categories differ could include thickness, width, sheet length, coil, coating, finish and hardness depending on its end–use. As a part of its strategy for growth / competitiveness, your Company is presently in the midst of increasing its production capacity by another 200,000 tons per annum. For this purpose, the second tinning line was commissioned in October 2008 and the second cold rolling mill to ensure self sufficiency of raw material for the tinning line is under implementation. With a leading market share position in India and 25-30% of business being exported, your company not only occupies pride of place in India but during the year under review, has become the largest tinplate producing facility in SE / West Asia after commissioning of the second electrolytic tinning line in October 2008. Threat of substitutes, unsatisfactory consumer mindshare and growing competition in the tinplate industry are the few challenges which the tinplate industry in general and your Company will continue to face. Your Company is trying to enhance its value proposition, increase engagement across the industry value chain and offer full range of competitive products. End use based consumer research is also undertaken to better appreciate packaging needs of consumers and to develop a better ability to connect with brand owners, in partnership with fabricators. INDUSTRY STRUCTURE AND DEVELOPMENTS Your Company is based in Jamshedpur in the state of Jharkhand in India. There are two other indigenous producers in India – one in Orissa and another in Gujarat. Your Company estimates that tinplate consumption in India is presently, approximately 350,000 – 400,000 tonnes per annum and your Company has approximately one-third market share in India and imports account for more than 50% of the market share in India. Indian Tinplate Industry : Consumption of Tinplate in India at approx 0.30-0.40 kg / capita is much lower compared to 8 to 12kg / capita in many developed nations. Even a similar developing economy like China, consumes 1kg / capita. With expectation of economic growth, your company estimates that the packaging industry in India is also poised for growth and hence, it is expected that tinplate demand will also grow, provided of course the indigenous players undertake robust development efforts. However, your Company believes that there is rampant use of sub- standard imported tinplates and repetitive use of cans for multiple uses though hygiene and existing laws require only fresh tin cans to be used. The Government 21

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009 gazetted a Steel Quality Control Order in February 2009 but later dropped its implementation. The customs duty for import of tinplate into India continues to remain at a very low level of 5% and in fact for a brief period in 2008 it was even made zero. The business has also been impacted by the changes in the business environment during past 3-4 years : l Capacity increases / decreases in Asia / Europe and also considerable variation in realisations over input raw material costs of Hot Rolled Coils and Tin. l Very low customs duties for both prime and non prime tinplate imports – consequently, imports continue at very high levels. l Volatility in foreign exchange rates. The Company continues to promote consumption of tinplate in India through the Tinplate Promotion Council (TPC) and over the years held international tinplate seminars, hosted Awards Nite for Packaging excellence to encourage the industry efforts towards promoting convenience and innovation in packaging as also reach out to end use industries. The Company is working with leading brand owners for fresh applications for tinplate packaging and developing solutions. Global tinplate business : Your Company believes that world wide packaging industry growth is dependent on the rate of economic growth of a region / country. Although main consumers have been developed nations in Europe, USA & Japan consuming more than 70% of world tinplate, of late increasing production / consumption is noticeable in developing economies. The growth at relatively higher rates in emerging economies of BRIC, ASEAN as compared to developed economies like Europe, USA, Japan will ensure that Asian markets will be the prime driver of growth for tinplate industry as well. With Asia becoming the driver for growth, new capacities are coming up in emerging economies like China, India and Thailand. Major producers in Europe / USA / Australia and even Asia have initiated rationalizing of capacities or shift of manufacturing facilities to cost advantageous regions. With emergence of alternate substrata (tetra pack, pet, plastics), especially for packaging edibles, the tinplate industry, globally, has had to address Substitution Threat and has been focusing on Light-weighting to improve cost competitiveness (for example, it is estimated that beverage cans have become 35% lighter over last two decades). OPERATIONAL PERFORMANCE During the year under review, your Company achieved highest ever production mainly due to commissioning of the second tinning line at Jamshedpur and procurement of tin mill black plate from external sources. However production at the Cold Rolling Mill was slightly lower as compared to previous year mainly due to cuts in production to reduce working capital in response to the slow down in the second half of FY 0809, especially December 2008 / January 2009

151521

FY06

157431

FY07

168133

FY08

ETP Production (MT)

22

185572

FY09

177446

FY06

178841

FY07

185246

181523

FY08

FY09

CRM Production (MT)

The Company has started collaborating with Corus, one of the world leaders in tinplate business, especially towards promoting tinplate business and sharing good operating practices. Over the years, your Company will be in a position to leverage the excellent R&D and application engineering capabilities at Corus and together strive to emerge as world leaders. FINANCIAL PERFORMANCE The performance during 2008-09 has been most satisfying, especially when the business environment was comparatively unpredictable and volatile. Your Company has been able to emerge stronger and reached all time record profit performance. Despite many constraints the Working Capital has been maintained at a reasonable level. Your Company’s strategy required expansion with agility to ensure competitiveness. Accordingly, your Company is investing in expansion to increase tinplate production capacity by 200,000 tons per annum – this expansion is being conducted over a four year period covering 2006-2010. Funds for the second tinning line project were ensured by availing buyer’s credit and also Inter Corporate Deposits from Tata Steel (since converted into a Term Loan). Availment of such additional loan for the 2nd Tinning Line (ETL-2), which was commissioned in October 2008, resulted in a higher interest charge for 6 months in 2008-09. Your Company has now proposed a Rights Issue of Rs. 38,000 lakhs, proceeds of which will be utilized for funding the second cold rolling mill project and repayment of the aforesaid Term Loan. The consequences of the global financial crisis were felt in India in October/November 2008 and it took Indian Industries some time to respond. The crisis was accompanied by demand recession and supplies far exceeded the requirements, resulting in inventory pile-ups, across industries. Tinplate business was also faced with cancellation of orders, especially from international markets, either due to demand fall or credit concerns. The issue which occupied your Company foremost during H2 FY 0809 on account of economic downturn was the need to manage working capital and matching cash inflows with outflows. A Crisis Management team was formed to address various aspects of cash management, reducing working capital, reducing operating expenditure, reducing capital expenditure, curtailing production, and deferring non essential capital expenditure. However, in spite of the meltdown your Company has not changed its strategic direction of pursuing its Growth agenda since it is important for future competitiveness and sustainability. The profit before tax increased from Rs. 807.58 lakhs in 2007-08 to Rs. 6267.22 lakhs in 200809 and is mainly due to increased sales on account of higher volumes and higher realization, partly offset by higher manufacturing and other expenses, interest and depreciation. The increase in manufacturing and other expenses from Rs. 36,707.61 lakhs to Rs. 55,496.37 lakhs is mainly due to increase in purchase of finished goods of Rs. 7841.64 lakhs on account of higher volume of 1,774 MT and higher cost of about Rs. 16000 per MT; increase in consumption of raw materials by Rs. 5,697.63 lakhs mainly on account of TMBP consumption on own account in ETL-2; and increase in salaries, wages and bonus etc. mainly due to increments, higher D.A. etc. (about Rs. 690 lakhs) and charge of unamortized compensation under VRS/ESS (Rs. 606.29 lakhs). 23

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009 The increase in Depreciation to Rs. 2805.76 lakhs from Rs. 2259.92 lakhs is mainly due to depreciation of Rs. 487 lakhs on ETL- 2 commissioned during the year. The increase in interest from Rs.1263.76 lakhs to Rs. 2508.57 lakhs is mainly due to the interest on loan from Tata Steel Ltd. OPPORTUNITIES AND THREATS Opportunities : l

Per capita consumption of tinplate in India is 0.35-0.40 kg compared to China which has +1 kg : this provides great opportunity to this business mainly due to expected growth and prosperity in India, which will include improvement and growth in retailing.

l

Tinplate is one of the environment friendly packaging media and eco consciousness is spreading in India.

l

India has potential to become ‘Food Factory to the World’ since it is ranked amongst the top in many food, fruit and vegetable categories. The packaging industry is primarily dependent on consumption from food and beverage industry. The Ministry of Food Processing, Government of India has been continuously encouraging the growth of the processed food industry thru policy interventions and Food Safety/Standards enactment.

l

Tinplate Industry strives to remain competitive vis-à-vis weighing i.e. introducing thinner products and lower tin applications for enhancing customer competitiveness. Your to produce Double Reduced Tinplate products which conventional Tinplate products.

alternate media thru light coated products for similar Company has the capability are thinner compared to

Threats : l

HR Coils and Tin constitute more than three-fourths of the product cost and variations in prices of these commodity products, not in synchronization with commensurate tinplate prices, results in considerable erosion in margins.

l

In developed economies use of certain categories of tin mill products are banned for packing processed edibles but products from these countries are being dumped into India and probably, finding their ways into food packaging.

l

More players could enter the tinplate business.

l

At an industry level tinplate packaging across the world has to compete with other substitute packaging media.

l

Statutory duty changes.

INTERNAL CONTROLS AND SYSTEM The Company has in place adequate systems of internal controls and procedures commensurate with the size and nature of business. The effectiveness of the internal control is continuously monitored by Internal Audit Department of the Company. Your company has well structured Internal Control manuals, which are revised periodically and provides for documented procedures covering all financial and operating functions. The Internal Audit’s main objective is to review the reliability and integrity of information, compliance with policies and regulations, evaluate and improve the effectiveness of risk management, internal control and governance processes, and the processes for safeguarding of assets, as well as to make suggestions for improvements in economical and efficient utilisation of resources. The scope 24

and authority of Internal Audit Department is derived from Audit Charter approved by Audit Committee. Your Company’s Audit Committee is chaired by an Independent Director. The scope of the audit activity is broadly guided by the Annual Audit Plan developed by your Company’s Internal Audit Department and approved by the Audit Committee. The Audit Committee meets regularly and reviews the reports submitted by the Internal Audit Department. All significant audit observation and follow up actions thereon are reported to Audit Committee. The Audit Committee also reviews with the Statutory Auditors regarding adequacy of the Company’s internal control systems and their observation on the financial reports. The Audit Committee’s observations and recommendations are acted upon by the Management. RISKS AND CONCERNS Risk Management is a structured and disciplined approach to manage enterprise risk. The Company recognise Risk Management as a integrated and process oriented approach for managing all key business risks. Your Company has a structured Risk Management process and aligned to the strategic objective of your Company. In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, the Risk Assessment and Minimization Procedure has been laid down and approved by the Board of Directors, with effect from 1st January 2006. As per procedure an Executive Committee has been formed to oversee the Risk Management Process. The Committee has the Managing Director as Chairman and all the functional heads as its members. The Chief Internal Auditor (CIA) has been designated as facilitator. SubCommittees have been formed for each of the functional areas who are the Risk Owners. All the sub-committees meet periodically and review the inherent risks in their areas and the same is forwarded to CIA who compiles the risks at enterprise level. The identified risks are prioritized in terms of “Likelihood and Impact” after discussion with the Risk Owners and ranking assigned to each risk in terms of High/Medium/Low. Existing control systems to mitigate the risks are discussed with the Risk Owners for re-evaluation of the risks. The risks remaining in the “High” category during the period of reporting are treated as “Residual Risk” if the mitigation process is inadequate. The Residual Risks in the “High” category are reported to Executive Committee periodically for review. Thereafter Executive Committee reports its findings to the Board half yearly. Every quarter all sub-committees review the identified risks for addition / deletion or change in risk category and CIA updates the Risk Register accordingly and submits its report to Executive Committee for review. An effective combination of the policies and procedures, as outlined above, adequately addresses the various risks associated with your Company’s business. Audit Committee of your company periodically reviews the risk management framework and policies of the Company to effectively address the emerging challenges in a dynamic business environment. ENVIRONMENT MANAGEMENT Your Company focuses improving sustainability through adherence to eco-friendly practices in its processes and policies. Your Company practices re-use, re-cycle and resource conservation. Re-use and re-cycle of water, waste acid, waste oil, energy conservation, Rain Water Harvesting by installation of re-charge wells in the Hospital, second tinning line, proposed second cold rolling mill and installation of Belt Press Filter in the Effluent Treatment Plant are some initiatives already undertaken towards eco-friendly practices. 25

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009 The Company has adopted the Code of Conduct of CII for Ecologically Sustainable Business Growth. The Company is addressing climate change through carbon footprint studies and developing road map for carbon abatement. Enhanced use of renewable energy by installation of Solar water heating systems at Hospital & Canteen and replacement of ICL lamps are some of the initiatives already taken. CORPORATE SOCIAL RESPONSIBILITY As a responsible citizen, your Company is focusing on Inclusiveness & Affirmative Action and is reporting its societal performance under the Global Reporting Initiatives on Economic, Environmental and Social performance. The Company has signed the Code of Conduct of CII for Affirmative Action - tribal girls are given training on midwife programs in the Tinplate Hospital which is a unique feature, training for employability, developing entrepreneurs and equity at work place. Your Company is undertaking community development in villages around Jamshedpur. HUMAN RESOURCE MANAGEMENT Your Company is investing in training and development to create a satisfied, engaged workforce and develop a competitive workforce for growth. Developing employees, for running and changing the organization, has enabled to achieve increasing levels of performance. The recognised Unions of the Company, based at Jamshedpur and Kolkata have played a very constructive role in shaping the future of the Company and they have co-operated in an exemplary manner towards achieving the objectives of your Company. REWARDS AND RECOGNITIONS During the year under review the Company’s processes and systems have won many accolades and some of them are highlighted below : l

CII Exim Bank Prize for Business Excellence in November, 2008.

l

CII ITC Sustainability Award 2008 for significant achievement in Dec. 2008

l

Tinplate Hospital received the ISO 9001 : 2000 Accreditation.

l

Numerous awards from CII (ER) on Overall productivity, supervisory skills, work skills.

BUSINESS EXCELLENCE In its pursuit of Business Excellence, your Company achieved yet another milestone this year after winning the JRDQV Award in 2007, when it was conferred with the prestigious CII-Exim Bank Prize on 6th November 2008, at Bangalore. CAUTIONARY STATEMENT Statements in Management Discussions & Analysis describing the Company’s objectives, projections, estimates, expectations may be “forward looking statement” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand/and price condition in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statute and other incidental factors. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements on the basis of any subsequent development, information or event. 26

Auditors’ Report To the members of The Tinplate Company of India Limited 1.

We have audited the attached Balance Sheet of The Tinplate Company of India Limited, as at 31st March, 2009 and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto which we have signed under reference to this report. These financial statements are the responsibility of the Company’s management. Our responsibility is to express our opinion on these financial statements based on our audit.

2.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the Financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well, as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3.

As required by the Companies (Auditor’s Report) Order, 2003 as amended by the Companies (Auditor’s Report) Order, 2004 issued by the Central Government of India in terms of subsection (4A) of Section 227 of the Companies Act, 1956 of India (the Act), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we further report that :

3.1

[a] The Company has maintained proper records to show full particulars including quantitative details and situation of the fixed assets. [b] The fixed assets of the Company are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to such programme, a portion of the fixed assets have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. [c] In our opinion, and according to the information and explanations given to us, the Company has not disposed off a substantial part of its fixed assets during the year.

3.2

[a] The inventory of the Company has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. [b] In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. [c] On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material. 27

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009 3.3

[a] The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. [b] The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

3.4

In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

3.5

According to the information and explanations given to us, there have been no contracts or arrangements referred to in section 301 of the Act, the particulars of which are required to be entered in the Register maintained under that section. Further there have been no transactions made in pursuance of such contracts and exceeding the value of rupees five lakhs in respect of any party during the year.

3.6

The Company has not accepted any deposits under the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the rules framed there under.

3.7

In our opinion, the Company has an internal audit system commensurate with its size and nature of business.

3.8

The Central Government of India has not prescribed the maintenance of cost records, under clause (d) of sub-section (1) of Section 209 of the Act for any of its products of the Company.

3.9

[a] According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing during the year the undisputed statutory dues in respect of Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues as applicable, with the appropriate authorities. [b] According to the information and explanations given to us and the records of the Company examined by us, as at 31st March, 2009 there have been no dues in respect of Income Tax, Wealth Tax, Service Tax and Cess which have not been deposited on

28

account of dispute other than certain disputed Sales Tax, Excise Duty and Customs Duty dues, the details of which are as follows : Name of the Statute Central Sales Tax Act 1956/ Local Sales Tax Act

Central Excise Act 1944

Customs Act 1962

Nature of the Dues Demand against Regular Assessment

Amount (Rs. in lakhs) 148.09

Period to which the amount related

Forum where dispute is pending

1996-97, 1998-99, Joint Commissioner 1979-80, 2001-02, Commercial Taxes 2002-03, 2004-05, (Appeals) 2005-06 1994-95 to 96-97 Commissioner 1999-00 Commercial Taxes 1999-00, 2001-02, 2002-03 2003-04

-Do-

2,124.46

-Do-

534.89

Demand against Penalty and Interest

136.61

Disputed dues

174.14

1994-95, 1999-00, Customs, Excise and 2000-01, 2003-04, Service Tax Appellate Tribunal 2005-06

Penalty on disputed dues

282.25

1994-95, 1999-00, Customs, Excise and 2000-01, 2003-04, Service Tax Appellate Tribunal 2005-06

Dispute on Customs Duty

215.92

1993-94, 1994-95, Commercial Taxes 1997-98 Tribunal 1986-87

1984

Commercial Taxes Tribunal

Calcutta High Court

3.10 The Company has no accumulated losses as at 31st March, 2009 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year. 3.11

According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank. The Company did not have any dues to any debentureholder. 29

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009 3.12

The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other investments.

3.13 The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company. 3.14

In our opinion the Company is not a dealer or trader in shares, securities, debentures and other investments.

3.15 In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. 3.16 In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained. 3.17 On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short term basis which have been used for long-term investment. 3.18 The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. 3.19

The Company has not issued any secured debentures and accordingly, the question of creation of security or charge in this respect does not arise.

3.20 The Company has not raised any money by public issue during the year. 3.21 During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, either noticed or reported during the year, nor have we been informed of such case by the management. 4.

Further to our comments in paragraph 3 above, we report that : [a] We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; [b] In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; [c] The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account; [d] In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the applicable accounting standards referred to in sub-section (3C) of Section 211 of the Act; [e] On the basis of written representations received from the directors and taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

30

[f ]

In our opinion and to the best of our information and according to the explanations given to us, the said Financial statements together with the notes thereon and attached thereto give, in the prescribed manner the information required by the Act, and also give, subject to Note 2(d) on Schedule P to the Accounts regarding appointment and remuneration of the Executive Director and Non-executive Directors’ commission to the extent of Rs 1.45 Lakhs and Rs 20 lakhs respectively, awaiting approval of shareholders, a true and fair view in conformity with the accounting principles generally accepted in India : [i]

in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2009;

[ii]

in the case of the Profit and Loss Account, of the profit for the year ended on that date.

[iii] in the case of the Cash flow Statement, of the cash flows for the year ended on that date.

Place : Mumbai Date : 8th June, 2009

P. Law Partner, Membership Number 51790 For and on behalf of PRICE WATERHOUSE Chartered Accountants

31

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009

BALANCE SHEET AS AT 31ST MARCH, 2009 Schedule SOURCES OF FUNDS SHAREHOLDERS’ FUND Share Capital Reserves and Surplus

'A' 'B'

LOAN FUNDS Secured Loans Unsecured Loans

14,125.43 4,604.07 18,729.50

14,125.43 3,079.72 17,205.15

27,198.39 27,198.39 2,674.46 48,602.35

14,172.22 7,000.00 21,172.22 38,377.37

69,463.07 26,057.51 43,405.56 2,712.31 46,117.87 22.83 -

47,606.84 23,254.32 24,352.52 16,346.00 40,698.52 22.83 49.85

'C'

Deferred Tax Liabilities (net) (Note 16 of Schedule ‘P’) TOTAL APPLICATION OF FUNDS FIXED ASSETS Gross Block Less : Depreciation Net Block Capital Work-in-Progress

'D'

INVESTMENTS DEFERRED TAX ASSETS (net) [Note 16 of schedule 'P'] CURRENTS ASSETS, LOANS AND ADVANCES Inventories Sundry Debtors Cash and Bank Balances Other Current Assets Loans and Advances

'E'

'F' 'G' 'H' 'I' 'J'

3,858.05 3,040.02 823.09 356.39 10,272.28 18,349.83

1,670.97 1,454.09 76.01 1,155.36 5,183.18 9,539.61

LESS : CURRENT LIABILITIES AND PROVISIONS Liabilities Provisions

'K' 'L'

12,495.37 3,392.81 15,888.18 2,461.65 -

12,474.68 671.35 13,146.03 (3606.42) 1,212.59

48,602.35

38,377.37

Net Current Assets MISCELLANEOUS EXPENDITURE (Note 5 of Schedule 'P') (To the extent not written off or adjusted) TOTAL NOTES ON ACCOUNTS This is the Balance Sheet referred to in our report of even date (P Law) Partner Membership Number : 51790 For and on behalf of Price Waterhouse Chartered Accountants Mumbai, 8th June, 2009 32

As at As at 31st March, 2009 31st March, 2008 Rupees Rupees Lakhs Lakhs

'P' The schedules referred to above form an integral part of Balance Sheet. On behalf of the Board B Muthuraman Chairman B L Raina Managing Director S Kar Company Secretary

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2009 Schedule

For the year ended 31st March, 2009 Rupees Lakhs

For the year ended 31st March, 2008 Rupees Lakhs

31,711.72 33,805.83 938.64 66,456.19 427.18 66,029.01 1,048.91 67,077.92

19,251.53 20,243.43 736.79 40,231.75 347.73 39,884.02 1,154.85 41,038.87

55,496.37 2,805.76 2,508.57

36,707.61 2,259.92 1,263.76

60,810.70 6,267.22

40,231.29 807.58

2,724.31 62.73

84.13 278.96 50.00

3,480.18 3,066.45 6,546.63

394.49 2,671.96 3,066.45

1,311.80 359.92 284.11 87.00 4,503.80 6,546.63

3,066.45 3.066.45

6.76

1.36

INCOME SALES CONVERSION CHARGES EXPORT INCENTIVE LESS : EXCISE DUTY ON SALES SALES AND CONVERSION CHARGES (NET) OTHER INCOME EXPENDITURE MANUFACTURING AND OTHER EXPENSES DEPRECIATION INTEREST

‘M’

‘N’ ‘O’

PROFIT BEFORE TAX PROVISION FOR TAXATION (Note 16 of Schedule ‘P’) CURRENT TAXATION Less : MAT CREDIT DEFERRED TAXATION (NET) FRINGE BENEFIT TAX (including Rs. 2.73 Lakhs for earier years) PROFIT AFTER TAX BALANCE BROUGHT FORWARD FROM PREVIOUS YEAR AMOUNT AVAILABLE FOR APPROPRIATIONS APPROPRIATIONS : PROPOSED DIVIDEND ON PREFERENCE SHARES ON EQUITY SHARES TAX ON DIVIDEND GENERAL RESERVE BALANCE CARRIED TO BALANCE SHEET

703.00 703.00

Earnings per Share (Note 21 of Schedule ‘P’) - Basic and Diluted (Rs.) NOTES ON ACCOUNTS

This is the Balance Sheet referred to in our report of even date (P Law) Partner Membership Number : 51790 For and on behalf of Price Waterhouse Chartered Accountants Mumbai, 8th June, 2009

‘P’

The schedules referred to above form an integral part of Balance Sheet. On behalf of the Board B Muthuraman Chairman B L Raina Managing Director S Kar Company Secretary 33

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009

SCHEDULES FORMING PART OF THE BALANCE SHEET As at 31st March, 2009 Rupees Lakhs

As at 31st March, 2008 Rupees Lakhs

12,650.00 20,000.00 32,650.00

12,650.00 20,000.00 32,650.00

11,233.00

11,233.00

2,900.58 14,133.58

2,900.58 14,133.58

11,233.00

11,233.00

2,879.39

2,879.39

2,879.39 13.04 2,892.43

2,879.39 13.04 2,892.43

14,125.43

14,125.43

‘A’ SHARE CAPITAL AUTHORISED : 1,26,50,000 20,00, 00,000

Preference Shares of Rs. 100/- each Equity Shares of Rs. 10/- each

ISSUED AND SUBSCRIBED : 1,12,33,000 8.50% (12.50% up to 15th January, 2009) Non Cumulative Optionally Convertible Preference Shares of Rs. 100/- each [Note (a) below] 2,90,05,800 Equity Shares of Rs. 10/- each PAID UP : 1,12,33,000 2,87,93,901

8.50% (12.50% up to 15th January, 2009) Non Cumulative Optionally Convertible Preference Shares of Rs. 100/- each [Note (a) and (b) below] Equity Shares of Rs. 10/- each fully paid up [Notes (c) and (d) below] Add : Forfeited Shares (Amount originally paid up) Total

Notes : (a)

Pursuant to a special resolution passed by the Preference Shareholders, rate of dividend applicable to such Preference Shares has been reduced from 12.50% to 8.50% with effect from 16th January, 2009. (b) Preference Share issued are redeemable in two equal instalments as follows : 97,81,000 Nos after 2012 3,98,000 Nos after 2013 10,54,000 Nos after 2014 1,12,33,000

(c) Equity Shares issued by way of fully paid up Bonus Shares out of General Reserve 4,25,000 Equity Shares of Rs. 10/- each in restoration of Capital previously Written-off 15,00,000 Equity Shares of Rs. 10/- each 19,25,000 (d)

32,55,750 10,00,000

Equity Shares of Rs. 10/- each issued to Financial Institutions on Conversion of Loans and Accrued Interest Equity Shares of Rs. 10/- each issued to Tata Steel on conversion of Accrued Interest

42,55,750

Rupees Lakhs

Rupees Lakhs

42.50 150.00

42.50 150.00

192.50

192.50

325.58

325.58

100.00

100.00

425.58

425.58

(e) Also refer footnote under note 21 on Schedule ‘P’

‘B’ RESERVES AND SURPLUS CAPITAL RESERVE Balance as per last account SECURITIES PREMIUM ACCOUNT Balance as per last account GENERAL RESERVE Transferred from Profit and Loss Account PROFIT AND LOSS ACCOUNT : CREDIT BALANCE

34

5.03

5.03

8.24

8.24

87.00 87.00 4,503.80 4,604.07

— — 3,066.45 3,079.72

SCHEDULES FORMING PART OF THE BALANCE SHEET (Contd.) As at 31st March, 2009 Rupees Lakhs

As at 31st March, 2008 Rupees Lakhs

1

257.04

1,422.41

2 2

3,241.16 217.75

4,617.63 269.99

3 (i) 3 (ii)

18,000.00 1,100.00 22,815.95

— — 6,310.03

4 4 4

2,097.49 — 2,284.95 4,382.44 27,198.39

1,940.56 1,178.10 4,743.53 7,862.19 14,172.22

— —

7,000.00 7,000.00

Security as per Note

‘C’ LOAN FUNDS Secured Loans From Financial Institutions : Rupee Term Loans From Banks : Rupee Term Loans Foreign Currency Term Loans From Bodies Corporate : Term Loan Bridge Loan Cash Credit/Working Capital Term Loans from Banks : Rupee Loans Foreign Currency Loan Buyers’ Credit

Unsecured Loans Inter Corporate Deposits (Short Term) [Note 3 (i) below] NOTES : (1) Term Loan from Financial Institutions :

Loans from Financial Institutions are secured by Joint Equitable Mortgage on the Company’s immovable properties, both present and future at Jamshedpur in the State of Jharkhand and additionally secured by way of charge on all the Company’s movable assets except book debts, both present and future, ranking pari-passu amongst themselves and subject to prior charge jointly in favour of the Company’s bankers, providing Cash Credit, as mentioned in Note (4) below. (2) Term Loan from Banks : (i) The Rupee and Foreign Currency Term Loans from IDBI Bank Limited are secured by Joint Equitable Mortgage on the Company’s immoveble properties both present and future, at Jamshedpur in the state of Jharkhand and additionally secured by a hypothecation of the whole of the movable properties of the Company including movable plant and machinery, spares, tools and accessories and other movables both present and future except book debts, by way of pari-passu charge with other term lending Institutions, as mentioned in the Note (1) above. (ii) The Rupee Term Loan of Rs. 833.33 Lakhs from Union Bank of India is secured against certain Plant & Machinery of the Company. (3) Loans From Bodies Corporate : (i) Loan from a Body Corporate (Tata Steel Limited) amounting to Rs. 18,000 Lakhs was converted to a Secured Loan (w.e.f. 25.03.2009) to be secured by a joint equitable mortgage on the Company’s immovable properties both present and future at Jamshedpur in the State of Jharkhand excluding residential properties and land appurtenant thereto and additionally secured by way of first charge on all the Company’s movables assets situated at Golmuri, Jamshedpur both present and future and subject to a prior charge in favour of the Company’s Bankers providing cash credit as mentioned in note 4 below. Security since created on 3rd April 2009. (ii) Bridge Loan from HDFC Ltd. of Rs. 1100 Lakhs is in the process of being secured on the Company’s immovable properties viz bungalows with outhouses and land appurtenant thereto officers flats and labour quarters totaling 1666 nos. and having built up area of 97399 sq. mtrs. on the leasehold land at Jamshedpur in the State of Jharkhand. (4) Cash Credit/Working Capital Term Loans from Banks : The Cash Credit/Working Capital Term Loans extended by Banks for Working Capital needs are secured by hypothecation of Raw Materials, Finished Products, Work-in-Process, General Stores and Book Debts by way of first charge in favour of Union Bank of India, State Bank of India and The Honkong and Shanghai Banking Corporation Ltd. and HFDC Bank Ltd. ranking pari-passu.

35

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009

SCHEDULES FORMING PART OF THE BALANCE SHEET (Contd.) ‘D’ FIXED ASSETS As at 31st March 2008 Rupees Lakhs

Description

Land

Gross Block—At Cost Additions Disposals/ As at During Adjustment 31st the During March Year the Year 2009 Rupees Rupees Rupees Lakhs Lakhs Lakhs

As at 31st March 2008 Rupees Lakhs

Depreciation For the On Year Disposals/ Adjustment Rupees Lakhs

Rupees Lakhs

As at 31st March 2009 Rupees Lakhs

As at 31st March 2009 Rupees Lakhs

Net Block As at 31st March 2008 Rupees Lakhs

86.94

—

—

86.94

—

—

—

—

86.94

86.94

175.71

213.27

—

388.98

45.04

4.39

—

49.43

339.55

130.67

Buildings (Notes 1 & 2 below) 6,836.28

4,246.77

— 11,083.05

2,662.39

264.45

—

2,926.84

8156.21

4,173.89

Site, Water and Drainage (Note 1 below) Plant and Machinery (Note 3 below) —Own

39,904.62

16,773.21

—

621.52

0.52 56,677.31 20,177.34 2,490.34

0.25 22,667.43 34,009.88 19,727..28

—On Finance Lease (Note 5 below)

—

621.52

—

16.36

—

16.36

—

605.16

Railway Track and Rolling Stock Motor Vehicles Furniture, Fittings and Office Equipments

36.46

—

—

36.46

36.46

—

—

36.46

—

—

227.13

—

3.32

223.81

98.60

18.78

2.10

115.28

108.53

128.53

0.23

345.00

234.49

11.44

0.22

245.71

99.29

105.21

339.70

5.53

Grand Total

47,606.84

21,860.30

4.07 69,463.07 23,254.32 2,805.76

2.57 26,057.51 43,405.56 24,352.52

Previous Year (31.03.2008)

46,464.14

1,144.74

2.04 47,606.84 20,996.34 2,259.92

1.94 23,254.32

Capital Work-in-Progress (Note 4 below)

—

—

2,712.31 16,346.00 46,117.87 40,698.52

Notes : 1. Site, Water and Drainage System and Building (except at Kolkata) are on leasehold land. 2. Title Deeds in respect of building at Kolkata [including cost of freehold land - Rs. 2.80 lakhs (31.03.2008 Rs. 2.80 lakhs)] are yet to be executed. 3. Includes Intangible Assets (Computer Software) acquired Cost of Rs. 88.55 lakhs; w.d.v. Rs. 15.30 lakhs (31.03.2008 Rs. 29.66 lakhs). 4. Capital work-in-progress includes advances (Unsecured-considered good) paid against orders of Rs. 1,449.72 lakhs (31.03.2008 Rs. 1,700.37 lakhs). 5. Obligations under Finance Lease : The Company has acquired Plant and Machinery under financial lease arrangements. Minimum Lease payments outstanding as at 31st March, 2009 and others particulars in respect of leased assets are as under : Due Within One year Later than one year and not later than five years Later than five years Total * **

36

Total minimum lease payments outstanding as at 31-03-2009

Interest

(Rs./Lakhs) Present value of Minimum lease payments

151.32 (31.3.2008 Rs. Nil) 412.20 (31.3.2008 Rs. Nil) 113.74 (31.3.2008 Rs. Nil)

39.73 (31.3.2008 Rs. Nil) 64.51 (31.3.2008 Rs. Nil) 8.36 (31.3.2008 Rs. Nil)

111.59 (31.3.2008 Rs. Nil) 347.69 (31.3.2008 Rs. Nil) 105.38 (31.3.2008 Rs. Nil)

677.26 (31.3.2008 Rs. Nil)

112.60 ** (31.3.2008 Rs. Nil)

564.66 * (31.3.2008 Rs. Nil)

included in Sundry Creditors Including interest due up to 31st March 2009 of Rs. 9.90 Lakhs included under Sundry Creditors.

SCHEDULES FORMING PART OF THE BALANCE SHEET (Contd.) As at 31st March, 2009 Rupees Lakhs

As at 31st March, 2008 Rupees Lakhs

0.25

0.25

0.08

0.08

—

—

22.50 22.83

22.50 22.83

467.61 1,866.02 581.74

72.71 4.11 625.44

936.82

966.68

5.86 3,858.05

2.03 1,670.97

66.43 923.80 990.23

201.02 925.90 1,126.92

2,973.59 2.973.59 3,963.82 923.80 3,040.02

1,253.07 1,253.07 2,379.99 925.90 1,454.09

2.46

4.54

811.75 8.88 823.09

62.53 8.94 76.01

‘E’ INVESTMENTS—Long Term (Other than Trade) Unquoted—at cost or under 250 Ordinary Shares of Rs. 100/- each of Bihar State Financial Corporation - Fully Paid up 5% Non-Redeemable Debenture Stocks, 1957 in Woodlands Hospital and Medical Research Centre Limited - Fully Paid up 20,000 Ordinary Share of Rs. 10/- each of Nicco Jubilee Park Limited - Fully Paid Up (Written down to Re. 1) 137,500 Equity Shares of Rs. 10/- each in Rujuvalika Investments Limited - Fully paid up

‘F’ INVENTORIES At cost or net realisable value whichever is lower Finished Products Raw Materials Work-in-Process At or under cost Stores & Spares At estimated net realisable value Scraps

‘G’ SUNDRY DEBTORS Debts outstanding for a period exceeding six months : Unsecured —considered good —considered doubtful Other debts : Unsecured —considered good

Less : Provision for doubtful debts

‘H’ CASH AND BANK BALANCES Cash in Hand With Scheduled Banks : Current Accounts Unpaid Dividend

37

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009

SCHEDULES FORMING PART OF THE BALANCE SHEET (Contd.) As at As at 31st March, 2009 31st March, 2008 Rupees Rupees Lakhs Lakhs

‘I’ OTHER CURRENT ASSETS (Unsecured) Miscellaneous Deposits Sales Tax Refund Receivable under Bihar Industrial Policy, 1995 (Refer Note 3 of schedule ‘P’) Export Incentive [Refer Note 1(b)(ii) of Schedule ‘P’] Deposit with Customs and Excise Authorities As at 31st March, 2009

As at 31st March, 2008

356.39 300.00

1,155.36 -

656.39

1,155.36

Note Considered Good Considered Doubtful

Less : Provision for doubtful Other Current Assets

88.37 304.63

81.69 304.63

171.12 92.27

691.97 77.07

656.39

1,155.36

300.00

-

356.39

1,155.36

7,741.94

3,684.06

1,384.34 1,386.00

957.55 683.00

10,512.28 240.00

5,324.61 141.43

10,272.28

5,183.18

‘J’ LOANS AND ADVANCES (Unsecured) Advances recoverable in cash or in kind or for value to be received* Advance payments and tax deducted at source (Includes Fringe Benefit Tax Rs. 278.89 Lakhs, 31.03.2008 : Rs. 236.35 Lakhs) MAT Credit Entitlement As at As at 31st March, 2009 31st March, 2008 Note Considered Good Considered Doubtful

10,272.28 240.00

5,183.18 141.43

10,512.28

5,324.61

Less : Provision for doubtful advances

« Balance with Excise Authorites Rs. 3,510.64 Lakhs (31.03.2008 : Rs. 1,916.49 Lakhs)

and balance with Sales Tax Authorities Rs. 57.33 Lakhs (31.03.2008 : Rs. 35.74 Lakhs)

38

SCHEDULES FORMING PART OF THE BALANCE SHEET (Contd.) As at As at 31st March, 2009 31st March, 2008 Rupees Rupees Lakhs Lakhs

‘K’ LIABILITIES Sundry Creditors : Outstanding dues to micro and small enterprises (Refer Note 7 of Schedule ‘P’) Others Advances from Customers Compensation for Voluntary Retirement Scheme Compensation for Early Separation Scheme (Includes Rs. 180.39 lakhs payable within one year, 31.03.2008 : Rs. 191.3 Lakhs) Interest accrued but not due on loans Investor Education and Protection Fund shall be credited by the following amount namely. Unpaid Dividend (not due as at year end)

1.53

1.09

11,054.49 452.27 12.83 964.39

10,875.92 544.18 17.53 993.81

0.98

33.21

8.88

8.94

12,495.37

12,474.68

1,138.00 298.98 1,671.72 284.11

435.00 236.35 — —

3,392.81

671.35

‘L’ PROVISIONS Provision for Income Tax Provision for Fringe Benefit Tax Proposed Dividend Tax on Dividend

SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT For the For the year ended year ended 31st March, 2009 31st March, 2008 Rupees Rupees Lakhs Lakhs

‘M’ OTHER INCOME Dividend Income from Long Term Investment—Other than trade Interest on Deposits and Others Profit on Sale of Fixed Assets (Net) Insurance Claims Income from Tinplate Hospital Exchange Gain (net)* Sales of Scrap (Other than operation) Liability/Provision no longer required written back Provision for Doubtful Debts no longer required written back (net) Miscellaneous Income

2.06 12.82 360.41 511.11 2.10 160.41

1.72 20.47 0.26 24.83 353.01 106.99 418.78 47.02 37.65 144.12

1,048.91

1,154.85

* arrived at after considering profit on cancellation of forward exchange contract Rs. Nil (2007-08 : Rs. 225.25 Lakhs) 39

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009

SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT (Contd.) For the year ended 31st March, 2009 Rupees Lakhs

For the year ended 31st March, 2008 Rupees Lakhs

7,147.61 24,702.16 6,144.94

1,449.98 16,860.52 4,955.09

219.66 214.81 102.36 623.32 7,305.09

184.29 175.62 102.91 483.65 5,901.56

4,287.93 5,204.32 416.94 1,843.91 97.64 81.16 59.10 3.95 89.67 367.80 60.94 805.60 2,292.15 170.36 409.69 0.28 110.71

3,174.17 4,555.75 249.41 1,230.25 89.38 53.37 43.34 4.70 78.17 241.00 54.49 532.29 1,766.51 21.06 — — 16.57

398.57

—

11.45 16,712.17

— 12,110.46

700.18 (1,055.21) (355.03) 55,512.00 (15.63)

1,153.49 (700.18) 453.31 36,775.83 (68.22)

(188.22) 188.22 55,496.37

— — 36,707.61

‘N’ MANUFACTURING AND OTHER EXPENSES Raw Materials Consumed Purchased Finished Goods Salaries, Wages and Bonus etc. (Note 6 on Schedule ‘P’) Company’s Contribution to/under – Provident Funds Superannuation Funds Employees Pension Scheme Staff Welfare Expenses Other Expenses : Stores and Spare Parts Consumed Power, Fuel and Water Repairs to Buildings Repairs to Machinery Rent Rates and Taxes Insurance Charges Directors’ Sitting Fees Computer Maitenance Travelling and Conveyance Expenses Postage and Telephone Charges General Expenses Freight, Handling and Sales Expenses Rebate and Discount Exchange Loss (net) «« Loss on Sale of Fixed Assets Excise Duty Charge/(Credit) on Sale of Scrap (other than operation) Inventories etc. Provision for doubtful advances and other current assets Bad Debts Written off Decrease/(Increase) in Stocks of Finished Products, Work-in-Process and Scrap :« Opening Stock Less : Closing Stock Total Less : Expenses transferred to Fixed Assets Less: Expenses on trial production for Second Electrolytic Tinplate Line transferred to Fixed Assets Add : Sales of trial products (net) transferred to Fixed Assets «Work-in-Process includes value additions on account of Raw Materials on Conversion account. «« arrived at after considering loss on cancellation of forward exchange contract of Rs. 65.00 Lakhs (2007-08 : Rs. Nil)

‘O’ INTEREST On Term Loans On Cash Credit/Working Capital Term loans On Others (net of interest received Rs. 24.58 Lakhs, 2007-2008 : Rs. 24.91 Lakhs) « net of interest capitalised during the year Rs. 621.58 Lakhs (2007-08 : Rs. 353.68 Lakhs)

40

556.94 400.67 1,550.96 2,508.57«

740.06 199.58 324.12 1,263.76«

SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT ‘P’ NOTES ON ACCOUNTS 1. SIGNIFICANT ACCOUNTING POLICIES a.

Basis of preparation of Financial Statements : The Financial Statements are prepared to comply in all material aspects with all the applicable accounting principles in India, the applicable accounting standards notified under section 211(3C) of the Companies Act, 1956 and the relevant provisions of the Companies Act, 1956.

b.

Sale of Products and Services : (i)

Sales comprise sale of goods, and are recognized on completion of sales.

(ii)

Export incentive under the Duty Entitlement Pass Book Scheme is recognized on the basis of credits afforded in the pass book against export of the Company’s own products and export under conversion arrangement and such benefit under Duty Free Replenishment Certificate Scheme being recognized on sale of licences. Export incentive under Target plus scheme is recognized on completion of required formalities on accrual basis.

(iii) Conversion charges are recognized on rendering the related services. c.

Employee Benefits : (i)

Provisions for gratuity, accumulated leave (beyond 12 months), long service awards and post retirement medical benefit (PRMB) liability are made on the basis of actuarial valuation. Actuarial gains and losses arising from experience adjustments (i.e. the effects of differences between the previous actuarial assumptions and what has actually occurred) and the effects of changes in actuarial assumptions are recognized immediately as income or expense.

(ii)

Contributions to the Provident Fund of The Tinplate Company of India Limited during the year (including shortfall, if any, in the assured rate of interest notified by the government from time to time, which the Company is obliged to make good) are charged as expense for the year.

(iii) Contributions under Employees Pension Scheme are made as per statutory requirements and charged as expense for the year. (iv) Contributions to the Superannuation Fund of The Tinplate Company of India Limited in respect of certain categories of employees are made as per the approved scheme and charged as expense for the year. d.

Research and Development : Research and Development costs (other than cost of fixed assets acquired) are charged as an expense in the year in which they are incurred. 41

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009

SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) e.

Depreciation : (i) Freehold land and leasehold land are not depreciated. (ii) In respect of other assets, depreciation is provided on a straight line basis applying the rates specified in Schedule XIV to the Companies Act, 1956.

f.

Foreign Exchange Transactions : Transactions in foreign currencies are recorded at exchange rates prevailing on the date of the transaction. Monetary assets and liabilities related to foreign currency transactions remaining unsettled at the end of the year are translated at year end rates. The exchange differences arising on settlement of transactions and/or restatements are recognized in the Profit and Loss Account. In respect of transactions covered by forward exchange contracts, the difference between the contract rate and the spot rate on the date of transaction is charged to the Profit and Loss Account over the period of the contract. Profit/(loss) on cancellation of forward exchange contracts are recognized as income or as expense for the year.

g. Borrowing Cost : Borrowing Costs that are attributable to the acquisition or construction of a qualifying asset are included in the cost of such assets till such time as the asset is ready for its intended use. All other borrowing costs are recognised as an expense in the period in which they are incurred. h. Fixed Assets : All fixed assets are valued at cost less depreciation. Pre-operation expenses including trial run expenses (net of revenue) are capitalized. An impairment loss is recognized wherever the carrying amount of fixed assets of a cash generating unit exceeds its recoverable amount i.e., net selling price or value in use, whichever is higher. i.

Investments : Long term investments are carried at cost less provision for permanent diminution in value of such investments. Current investments are carried at lower of cost and fair value.

j.

Inventories : Finished and semi-finished products produced / purchased by the Company are carried at lower of cost and net realizable value. Work-in-progress is carried at lower of cost and net realizable value. Raw materials purchased by the Company are carried at lower of cost and net realizable value. Stores and spare parts are carried at or below cost. Cost of inventories is generally ascertained on ‘weighted average’ basis. Work-in-progress and finished and semi-finished products are valued on absorption cost basis.

42

SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) k.

Miscellaneous Expenditure : Lump sum compensation to employees under Voluntary Retirement scheme (VRS) was being amortized over a period (not exceeding 10 years) for which benefits of the scheme by way of reduced costs are expected to be available to the Company, restricted to 31st March, 2010, pursuant to Accounting Standard 15. Monthly compensation to employees under Early Separation Scheme (ESS) was accrued and amortized over a period (not exceeding 120 months) for which benefits of the schemes by way of reduced costs are expected to be available to the Company, restricted to 31st March, 2010, pursuant to Accounting Standard 15. Also refer Note 6(a) below

l.

Taxation : Current tax in respect of taxable income is provided for the year based on applicable tax rates and laws. Deferred tax is recognized subject to the consideration of prudence in respect of deferred tax assets, on timing differences, being the differences between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods and is measured using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date. Deferred tax assets are reviewed at each Balance Sheet date to reassess realisation . Fringe Benefit Tax is accounted for based on the estimated fringe benefits for the year as per the related provisions of the Income Tax Act, 1961.

m.

Provisions and Contingent Liabilities : A provision is recognized in the financial statements where there exists a present obligation as a result of a past event, the amount of which is reliably estimable, and it is probable that an outflow of resources would be necessitated in order to settle the obligation. Contingent liability is a possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the enterprise, or is a present obligation that arises from past events but is not recognised because either it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or a reliable estimate of the amount of the obligation cannot be made.

n.

Leases : For assets acquired under Operating lease, rentals payable are charged to the Profit and Loss Account. Assets acquired under Finance Lease are capitalised at lower of the Fair Value and Present Value of Minimum Lease Payments.

2. Directors' Remuneration : (a)

Computation of Profit under Section 198 read with Section 309 of Companies Act, 1956 for the purpose of Directors’ remuneration for the year ended 31st March, 2009. 43

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009

SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 2008-2009 (Rs. Lakhs)

Particulars Profit before Taxation – as per Profit and Loss Account Add : Wealth Tax 2.48 Provision for doubtful advances and other current assets 398.57 Less : Provision for Doubtful Debts no longer required written back Add : Directors’ Remuneration

6,267.22

401.05 2.10 6,666.17 129.20

Net Profit under Section 198/349 of the Companies Act, 1956

6,795.37

2008-09 2007-08 Rupees Lakhs Rupees Lakhs (b)

(c)

(d)

Managing/Executive Director’s remuneration : [refer Note (d) below] Salaries etc. Contribution to Provident and Other Funds Other Benefits (actual and / or estimated)

82.27 9.83 13.15

64.68 8.31 11.18

105.25

84.17

Other Directors’ remuneration Commission @ 1 % of Net Profit under Section 198/ 349 [Refer Note (a) above] of Rs. 6795.37 Lakhs i.e, Rs. 67.95 Lakhs, 20.00 which has been limited to Rs. 20.00 Lakhs [Refer Note (d) below] Sitting Fees 3.95

_ 4.70

129.20

88.87

Executive Director’s appointment (w.e.f. 9th March , 2009), remuneration of Rs. 1.45 Lakhs and other Directors’ commission of Rs. 20.00 Lakhs are awaiting shareholders’ approval at the ensuing Annual General Meeting.

3. The Company had claimed a refund amounting to Rs. 823.89 Lakhs pertaining to sales tax on purchase of raw materials based on Bihar Industrial Policy, 1995. This claim was up-held during 2002-03 by the erstwhile Ranchi Bench of Patna High Court and was passed on to the Joint Commissioner of Commercial Taxes (JCCT) for implementation. Despite admittance of the refund claim in its entirety by JCCT, the Commissioner of Commercial Taxes (CCT) reduced the claim to Rs. 519.26 Lakhs and refunded the same over 2002-03 and 2003-04. The Company’s Review petition before the Hon’ble High Court of Jharkhand against the order of CCT had been rejected. Later on, the Company had filed a Special Leave Petition before Hon’ble Supreme Court for final disposal, which is pending. However based on a legal opinion, management is of the view that the balance claim amount of Rs. 304.63 Lakhs is recoverable. 44

SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 4. There are Contingent Liabilities in respect of : 4.1 Guarantees given by the Company in connection with house building loans granted to the employees by the Housing Development Finance Corporation Limited amounting to NIL (31st March 2008: Rs.1.01 Lakhs). 4.2 Bills discounted Rs. 1,486.51 Lakhs (31st March 2008: Rs. 2,599.11 Lakhs) 4.3 Claims not acknowledged as debts by the Company : 31st March, 2009 31st March, 2008 Rupees Lakhs Rupees Lakhs i) ii) iii) iv) v) * $

Customs Duty 265.92 265.92 Sales Tax (estimated by management)* $ 2,475.85 1,612.22 Excise Duty $ 456.39 445.03 Provident Fund 19.12 19.12 Others 83.00 83.00 Other than demands amounting to Rs. 536.20 Lakhs (3Ist March 2008: Rs. 536.20 Lakhs) pertaining to issues settled in Company’s favour in earlier years. Other than items remanded back for fresh assessment.

5. Miscellaneous Expenditure (to the extent not written off or adjusted) : 31st March, 2009 Rupees Lakhs Compensation under VRS/ESS

_

31st March, 2008 Rupees Lakhs 1,212.59

6. Salary, wages, etc. : (a) Unamortised balance of Employee Benefit (hitherto amortised under transitional provisions of Accounting Standard 15 ) of Rs. 1,212.59 lakhs as at 31st March, 2008 has been charged off during the year. This has resulted in an additional charge of Rs. 606.30 lakhs for the year. (b) Salaries, Wages and Bonus etc. includes Rs. 1,212.59 Lakhs (2007- 2008: Rs. 606.29 Lakhs) on account of amortization of compensation under VRS/ESS. 7. Sundry Creditors : Balance due to micro and small enterprises as disclosed under Schedule ‘K’ is based on confirmation available from the concerned parties. Other particulars in respect of micro and small enterprises are as follows :

Unpaid : (i) Principal— Interest due on above— (ii) Interest due and payable for the period of delay in making payment i.e. for payments made beyond the appointed day during the year

31st March, 2009 Rupees Lakhs

31st March, 2008 Rupees Lakhs

1.29 0.03

0.87 0.01

0.21 1.53

0.21 1.09 45

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009

SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 31st March, 2009 31st March, 2008 Rupees Lakhs Rupees Lakhs 8. Estimated amount of Contracts remaining to be executed on Capital Account and not provided for (Net of Advances)

24,963.16

3,076.87

2008-2009 Rupees Lakhs

2007-2008 Rupees Lakhs

6,689.73

6,344.37

10.00

10.00

Tax Audit Fees

3.00

3.00

For Certificates (including Quarterly Audit)

7.75

7.00

Reimbursement of expenses

0.26

0.09

26,319.07

16,074.11

7,682.66

—

Components and Spare Parts

673.63

429.20

Capital Goods

314.67

6,679.75

88.13

23.24

552.75

13.72

6.59

4.24

9. Total consumption of Stores and Spares parts including amounts charged, under Repairs and Maintenance and other accounts – Rs 2401.80 Lakhs (2007-2008: Rs 3170.20 Lakhs) 10. Auditors’ Remuneration paid/payable : As Auditors : Audit Fees

11. Earnings in Foreign Exchange : Value of exports calculated on F.O.B. basis during the year 12. Value of Imports calculated on C.I.F. basis during the year : Raw Materials

13. Expenditure in Foreign Currency in respect of : Travelling Consultancy Charges Others

46

SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 14. Particulars in respect of goods manufactured etc. i)

Licenced Capacity per annum

ii)

Installed Capacity per annum : (As Certified by the Company’s Technical Expert) Electrolytic Tinplate Plant Cold Rolling Mill Printing & Lacquering Plant

2008-2009 MT

2007-2008 MT

Not Applicable

Not Applicable

3,79,000 1,90,000 10,000

1,70,000 1,90,000 10,000

1,588 1,79,935

4,722 1,80,524

10,054 1,75,518

3,214 1,64,919

506 15,341

71 15,383

iii) Actual Production (Including Conversion) Cold Rolled Coils — own production* — on conversion account Electrolytic Tinplate — own production**# — on conversion account Printing & Lacquering Line — own production — on conversion account

* Includes 1393 MT (2007-08 : 3250 MT) transferred to Electrolytic Tinplate production. ** Includes 495 MT (2007-08 : 40 MT) transferred to Printing & Lacquering Line. # Includes 265 MT (2007-08 : Nil ) out of trial production of Second Electrolytic Tinplate Line. iv) Turnover, Closing and Opening Stocks (Own Products) : 2007-2008

2008-2009

a)

Tonnes

Rupees Lakhs

Tonnes

Rupees Lakhs

8,849

5,425.51

3,396

1,621.72

Cold Rolled Products

316

104.25

1,806

543.33

Lacquered & Printed Sheets

429

301.94

124

59.73

Scrap (Operation)

197

49.73

748

185.82

9,791

5,881.43

6,074

2,410.60

Turnover : Class of Products Electrolytic Tinplates *

Total

* Includes 265 MT (2007-08 : Nil ) out of trial production of Second Electrolytic Tinplate Line. 47

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009

SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 2008-2009 Tonnes Rupees Lakhs

2007-2008 Tonnes Rupees Lakhs

b) Closing Stock : Class of Products Electrolytic Tinplates Cold Rolled Products Lacquered & Printed Sheets Scrap (Operation) Total c)

Opening Stock : Class of Products Electrolytic Tinplates Cold Rolled Products Lacquered & Printed Sheets Scrap (Operation) Total

v)

Raw Materials Consumed : HR Coil Tin Electrolytic Tinplates Tin Mill Black Plates Total

vi) Consumption of : a). Raw Materials Indigenous Imported Total b). Spare parts and Components (Stores) : Indigenous Imported Total 48

751 18 82 16

407.16 4.67 55.78 5.86

41 139 5 9

17.63 32.88 2.61 2.03

867

473.47

194

55.15

41 139 5 9

17.63 32.88 2.61 2.03

263 473 58 66

114.17 148.09 26.29 17.80

194

55.15

860

306.35

2165 43 12 9036

882.33 265.83 5.52 5993.93

5049 14 43 -

1329.08 104.61 16.29 -

11,256

7,147.61

5,106

1,449.98

%

2008-2009 Rupees Lakhs

%

2007-2008 Rupees Lakhs

12% 88%

887.85 6,259.76

3.24% 96.76%

46.96 1,403.02

100%

7,147.61

100.00%

1,449.98

88% 12%

5,919.36 770.37

98.50% 1.50%

6,249.38 94.99

100%

6,689.73

100.00%

6,344.37

SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 15. Particulars regarding purchases, turnover, closing and opening stock of Trading Goods : 2007-2008

2008-2009

(i)

Tonnes

Rupees Lakhs

Tonnes

Rupees Lakhs

40,430 226 4,082

22,019.00 108.80 2,574.36

40,544 246 2,175

15,825.73 77.62 957.17

44,738

24,702.16

42,965

16,860.52

Electrolytic Tinplates

40,456

23,031.21

40,518

15,779.94

Cold Rolled Products

226

115.42

246

77.74

4,082

2,683.66

2,175

983.25

44,764

25,830.29

42,939

16,840.93

Electrolytic Tinplates

-

-

26

19.59

Cold Rolled Products

-

-

-

-

Lacquered & Printed Sheets

-

-

-

-

Total

-

-

26

19.59

Electrolytic Tinplates

26

19.59

-

-

Cold Rolled Products

-

-

-

-

Lacquered & Printed Sheets

-

-

-

-

26

19.59

-

-

Purchases : Class of Products Electrolytic Tinplates Cold Rolled Products Lacquered & Printed Sheets Total

(ii) Turnover : Class of Products

Lacquered & Printed Sheets Total (iii) Closing Stock Class of Products

(iv) Opening Stock Class of Products

Total 16. Taxation

(a) Provision for current taxation represents Minimum Alternate Tax (MAT) in view of carry forward losses/ unabsorbed depreciation. 49

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009

SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) (b)

Having regard to the fact that the Company has consistently been making profits for 8 years upto 31st March, 2009 and based on market demand scenario linked to growth of food packaging industry, focus on margin improvements through value additions, improvements in operating parameters and cost reduction measures, the management is confident of generating sufficient taxable income within the next few years against which the deferred tax assets of the Company (refer note 16 (c) below) would be realized. Accordingly, it has been considered prudent to recognize the same in these accounts . (c) The year end deferred tax balance (net) comprises : 31.03.2009 Rupees Lakhs Deferred tax assets Accumulated Unabsorbed Depreciation Voluntary Separation Payments/ Early Separation Scheme Others (i) Deferred tax liabilities Difference between net book value of Depreciable capital assets as per books vis-a- vis written down value as per Income Tax Act Others (ii) Net Deferred Tax Assets / (Liabilities) (i) – (ii)

31.03.2008 Rupees Lakhs

1,853.94 475.90 449.47

2,862.83 112.49 743.17

2,779.31

3,718.49

5,453.77

3,568.10

-

100.54

5,453.77

3,668.64

(2,674.46)

49.85

17. Disclosure in respect of Employee Benefits in keeping with Accounting Standard 15 17.1 The Company’s Provident Fund is exempted under Section 17 of Employees’ Provident Fund Act, 1952. Conditions for grant of exemption stipulate that the employer shall make good deficiency, if any, in the interest rate declared by Trust over statutory limit. Having regard to the assets of the Fund and the return on the investments, the Company does not expect any deficiency in the foreseeable future. 17.2 The Company operates following post employment / other long term defined benefits: a. Funded i.

Gratuity

b. Unfunded i. Post Retirement Medical Benefit (PRMB) ii. Leave iii. Long Service Award 50

SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) Details of the funded benefits are as follows : Description

2008-2009 Rupees Lakhs

2007-2008 Rupees Lakhs

1,511.17 89.72 109.30 62.60 (107.69) 1,665.10

1,108.22 67.62 92.03 294.41 (51.11) 1,511.17

1,436.79 114.94 8.49 150.00 (107.69) 1,602.53

1,000.93 60.05 174.92 252.00 (51.11) 1,436.79

1,602.53 1,665.10 62.57

1,436.79 1,511.17 74.38

89.72 109.30 (114.94) 54.11 138.19

67.62 92.03 (60.05) 119.50 219.10

A. Reconciliation of Opening and Closing Balances of Present Value of Obligation a. b. c. d. e. f.

Present Value of Obligation at the year beginning Current Service Cost Interest cost Actuarial (gain)/ loss Benefits paid Present Value of Obligation at the year end

B. Change in Plan Assets (Reconciliation of opening and closing balances) a. b. c. d. e. f.

Fair Value of plan assets at the year beginning Expected return on plan assets Actuarial gain /(Loss) Contribution by the employer Benefits Paid Fair Value of plan assets at year end

C. Reconciliation of fair value of plan assets and present value of defined benefit obligation a. b. c.

Fair Value of plan assets at year end Present Value of Obligation at year end Amount recognised in the balance sheet

D. Expense recognised during the year a. b. c. d. e.

Current Service cost Interest cost Expected return on plan assets- (gain)/loss Actuarial (gain)/loss Expense recognised during the year (a+b+c+d)

51

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009

SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) Details of the unfunded benefits are as follows : (Rs in Lakhs) Description

2008-09

2007-08

PRMB A.

2008-09

2007-08

2008-09

2007-08

Long Service Award

Leave

Reconciliation of Opening and Closing Balances of Present Value of Obligation a.

Present Value of Obligation at the year beginning

b.

Current Service Cost

c.

Interest cost

d.

Actuarial (gain)/ loss

e. f.

Benefits paid Present Value of Obligation

1,001.15

277.17

175.72

-

-

49.01

76.58

85.10

18.80

1,021.11

47.34

47.76

66.09

-

4.06

14.03

3.41

3.95

37.24

6.82

84.76

42.62

2.66

(6.02)

(89.87) 1,045.06

(71.96) 1,021.11

(52.93) 376.81

(21.29) 277.17

(3.60) 49.81

(2.41) 47.34

at the year end B.

Expense recognised during the year a. Current Service cost b. c. d.

Interest cost Actuarial (gain)/loss Expense recognised during the year (a+b+c)

-

-

49.01

66.09

-

4.06

76.58 37.24

85.10 6.82

18.80 84.76

14.03 42.62

3.41 2.66

3.95 (6.02)

113.82

91.92

152.57

122.74

6.07

1.99

The expenses for the abovementioned benefits have been disclosed under the following line items: i) Gratuity and Leave – under Salaries , Wages & Bonus etc ii) PRMB and Long Service Award – under Staff Welfare Expense

52

% age invested

% age invested

17.3.

Investment Details of Plan assets (Gratuity) a. GOI Securities b. Public Sector Unit Bonds c. State Loan d. Special Deposit Schemes e. Others (including bank balances) Total

31.03.09 20.56 51.82 14.68 10.07 2.87 100.00

31.03.08 19.21 51.37 14.28 11.24 3.90 100.00

17.4.

Assumptions 31.03.09 Discount rate (per annum) (%) 7.50 Estimated rate of return on plan assets (per annum) (%) 8.00 Inflation Rate (%) 5.00 Remaining Working Life (in Years) 15.00 Method Used Projected unit credit method

31.03.08 8.50 8.00 6.00 16.00 Projected unit credit method

SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 17.5 17.6

Actual return on Plan assets – 8.00% (2007-08 : 8.00%) Effect of increase/ (decrease) of 1% in assumed medical cost trend rates in respect of PRMB on: 31.03.2009 (Rs Lakhs) 1% increase

1% decrease

31.03.2008 (Rs Lakhs) 1% increase

1% decrease

a. Current Service Cost b. Interest Cost 13.51 7.37 10.01 (10.01) c. Accumulated Obligation for PRMB 18.87 17.82 35.48 (1.53) 17.7 Best estimate of Contribution expected to be paid in 2009-2010 Rs 165 Lakhs (20082009 : Rs 250 Lakhs) in respect of gratuity. 17.8 The basis used to determine overall expected rate of return on assets and the effect on major categories of plan assets is as follows : The major portions of the assets are invested in PSU bonds and Government Securities. Based on the asset allocation and prevailing yield rates on these asset classes, the long term estimate of the expected rate of return on the fund assets have been arrived at. Assumed rate of return on assets is expected to vary from year to year reflecting the returns on matching govt. bonds. 17.9 The estimate of future salary increases take into account inflation, seniority, promotion and other relevant factors. 18. The company’s operations predominantly is manufacture of Electrolytic Tinplate in course of which certain intermediate product namely Full Hard Cold Rolled coils in small quantity are also produced and marketed. The Company is managed organizationally as an unified entity and all its assets other than export debtors are located in India. Sales (gross) for the year ended 31st March, 2009 of Rs. 31,711.72 Lakhs (2007-2008 : Rs. 19,251.53 Lakhs) includes domestic sales of Rs. 4,565.13 Lakhs (2007-2008 : Rs. 2,376.31 Lakhs). Details of export sales and year end debtors (being related capital employed overseas), are as follows : 2008-2009 2007-2008 2007-2 Rupees Lakhs Rupees Lakhs (i) Sales— Asia Europe Others (ii) Debtors (Net of advances)— Asia Europe Others (iii) For fixed assets (tangibles and intangibles) additions, refer column 2 of Fixed Assets Schedule (Schedule D)

27,146.59

16,875.22

20,807.73 4,763.81 1,575.05 205.83 11.41 128.43 65.99

14,167.78 2,438.55 268.89 (169.31) (192.68) 36.94 (13.57)

53

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009

SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 19. The Company has an ongoing conversion arrangement with Tata Steel which includes consignment agency and marketing arrangements, and the Company is responsible for collection of debts on behalf of Tata Steel. Such debts (considered good) outstanding at the year-end amount to Rs. 1,932.30 Lakhs ( net of discounted bills of Rs 1997.13 Lakhs) [31st March, 2008 Rs. 6,903.92 Lakhs (net of discounted bills of Rs 1,500.00 Lakhs)], of which Rs. 79.10 Lakhs (31st March 2008 Rs. 378.28 Lakhs) are outstanding for more than six months. 20. Related Party Disclosures in keeping with Accounting Standard 18 : a) Related Parties Name

Relationship

Tata Steel Limited (Tata Steel)

The Company is an Associate Company of Tata Steel

Mr. B.L.Raina, Managing Director (MD)

Key Management Personnel

Mr. Tarun Daga, Executive Director (ED)

Key Management Personnel

b) Particulars of transaction with related parties during the year : (Rupees in Lakhs) Related Party Transactions

Tata Steel Reimbursement of Capital Expenditure

2007-2008

2008-2009 MD

ED Tata Steel

728.80

-

Purchase of Goods

25,346.51

17,398.26

Rendering of Services

37,276.75

22,339.20

Receiving of Services

4,001.39

3,337.91

11,000.00

7,000.00

1,721.51

82.43

Loan Taken Interest on loan/ frozen liabilities

Managing Director

during the year Remuneration paid (Note 2 above)

84.17

103.80 1.45

Balances outstanding as at year end : Outstanding Receivables

4,528.25

1,607.03

Outstanding Payables

1,609.43

4,528.93

18,000.00

7,000.00

Nil

2,500.00

Outstanding Loan Outstanding guarantee as on 31.3.2009 given by Tata Steel 54

SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 21. Basic and Diluted Earnings per share : 2007-2008

2008-2009 i)

ii) iii) iv) v) vi) vii) viii)

Number of Equity Shares :At the beginning of the year 2,87,93,901 At the end of the year 2,87,93,901 Weighted average number of Equity Shares outstanding during the year 2,87,93,901 Face Value of each Equity Shares (Rs.) 10.00 Profit after tax (Rs. in Lakhs) 3,480.18 Less: Preference Dividend 1,311.80 Less: Tax on Preference Dividend 222.94 Profit after tax attributable to Equity Shareholders (Rs/lakhs) 1,945.44 Basic and Diluted Earnings per share [ (vii)/(ii) ] (Rs.) 6.76

2,90,05,800 2,87,93,901 2,89,62,957 10.00 394.49 394.49 1.36

Based upon a recent legal advice the option to convert the Optionally Convertible Preference Shares (OCPS) into equity shares of the Company is not available as per the existing SEBI Guidelines. Accordingly such shares have not been considered as Potential equity shares for the purpose of computation of Diluted Earnings per share. Previous year’s figure have also been rearranged to facilitate comparison. 22. Figures of the previous year have been rearranged and regrouped wherever necessary.

On behalf of the Board B MUTHURAMAN Chairman S KAR Company Secretary

B L RAINA Managing Director

55

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009

SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 23. Additional disclosure under Schedule VI Part IV of the Companies Act, 1956. BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE I.

II.

REGISTRATION DETAILS REGISTRATION NO.

2

1

3

6

0

6

BALANCE SHEET DATE

3

1

0

3

2

0

STATE CODE 0

0

0

0

0

0

0

0

BONUS ISSUE 0

0

0

0

0

0

0

0

0

0

0

0

0 0

0

0

0

0

POSITION OF MOBILISATION AND DEVELOPMENT OF FUND (Amount in Rupees Thousands) TOTAL LIABILITIES TOTALl ASSETS 4

1

8

6

0

2

3

5

4

4

1

2

5

2

7

1

9

8

4

3

0

6

1

1

7

3

9

0

2

4

6

1

2

3

5

4 6

0

4

0

7

8 6

0 0

0

0

0

0

2

8

3

INVESTMENTS 7

0

NET CURRENT ASSETS 0

0

UNSECURED LOANS

APPLICATION OF FUNDS NET FIXED ASSETS 4

8 6

RESERVES & SURPLUS

SECURED LOANS

0 0

2

MISCELLANCEOUS EXPENDITURE 5

0

0 0

0

0

0

0

PERFORMANCE OF COMPANY (Amount in Rupees Thousands) TURNOVER 6

V.

0 0

PRIVATE PLACEMENTS/CONVERSION OF LOAN

SOURCES OF FUNDS PAID-UP CAPITAL

IV.

1

CAPITAL RAISED DURING THE YEAR (Amount in Rupees Thousands) PUBLIC ISSUE RIGHT ISSUE 0

III.

2

9

7

0

TOTAL EXPENDITURE 7

7

9

2

6

0 8

1

0

7

0

PROFIT/LOSS BEFORE TAX

PROFIT/LOSS AFTER TAX

0

0

6

2

6

7

2

2

3 4

8

0

1

8

EARNING PER SHARE IN RUPEES

DIVIDEND (including Dividend Tax)

0

0

0

0

0

0

0

7

1 9

5

5

8

3

GENERIC NAMES OF THREE PRINCIPAL PRODUCT/SERVICES OF THE COMPANY (as per monetary terms) Item Code No. (ITC Code) Product Description :

2

1

0

1

2

.

0

0

FLAT ROLLED PRODUCTS OF IRON OF A WIDTH OF 600 MM OR MORE AND OF THICKNESS LESS THAN 0.5 MM, COATED WITH TIN

Item Code No. (ITC Code) Product Description :

7

7

2

0

9

1

8

.

0

0

FLAT ROLLED PRODUCTS OF IRON OF A WIDTH OF 600 MM OR MORE AND OF THICKNESS LESS THAN 0.5 MM, NOT COATED

Item Code No. (ITC Code)

7

2

0

9

9

0

.

0

0

Product Description : FLAT ROLLED PRODUCTS OF IRON OF A WIDTH OF 600 MM OR MORE NOT COATED

On behalf of the Board B Muthuraman Chairman

B L Raina Managing Director 56

S Kar Company Secretary

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2009 for the year ended for the year ended 31st March, 2009 31st March, 2008 Rupees Lakhs Rupees Lakhs CASH FLOW FROM OPERATING ACTIVITIES : Net Profit before Taxation Adjustment for : Depreciation Miscellaneous Expenditure witten off (Profit)/Loss on Sale of Fixed Assets Provision for wealth tax Interest Expense Interest Income Unrealised Foreign Exchange (Gain)/Loss Dividend Received Provision for Doubtful Debts no longer required written back (net) Bad Debts written off Provision for doubtful advances and Other Current Assets Liability/Provision no longer required Written Back

6,267.22

807.58

2,805.76 1,212.59 0.28 2.48 2,508.57 (12.82) 184.95 (2.06) (2.10) 11.45 398.57 7,107.67

2,259.92 606.29 (0.26) 1.70 1,263.76 (20.47) 62.45 (1.72) (37.65) (47.02) 4,087.00

13,374.89

4.894.58

(1,593.24) (3,809.36) (2,187.08) (698.78) (8,288.46) 5,086.43

278.33 (414.55) 2069.46 582.66 2,515.90 7,410.48

(A)

(403.08) (403.08) 4,683.35

(213.65) (213.65) 7,196.84

(B)

(6,972.50) 1.22 2.06 37.40 (29.18) (6,961.00)

(13,850.22) 0.36 1.72 45.38 (2.08) (13,804.84)

11,000.00 (2,640.03) (2,384.75) (2,938.72) (11.71) (0.06)

(3,181.36) (11,403.40) (1,598.25) (0.21) 9.77 (0.47)

3,024.73 747.08 76.01 823.09

6,632.88 24.88 51.13 76.01

OPERATING PROFIT BEFORE WORKING WORKING CAPITAL CHANGES Adjustments for : Sundry Debtors Other Receivables Inventories Trade and other payables CASH GENERATED FROM / (USED IN) OPERATIONS Direct Taxes (paid)/refund(net) NET CASH FROM / (USED IN) OPERATING ACTIVITIES CAST FLOW FROM INVESTING ACITIVITIES Purchase of Fixed Assets Sale of Fixed Assets Dividend received Interest received Finance Lease Rent Payment (Principal Portion) NET CASH FROM/(USED IN) INVESTING ACTIVITIES CAST FLOW FROM FINANCING ACITIVITIES Proceeds from Long Term Borrowings Repayment of Long Term Borrowings Proceeds/(Repayment) from/(of) short term borrowings Interest paid Finance Lease Rent Payment (Interest Portion) Money received against partly paid shares Dividend Paid

NET CAST FROM/(USED IN) FINANCE ACTIVITIES (C) Net Increase/(Decrease) in Cash and Cash Equivalents (A) + (B) + (C) Cash and Cash Equivalents at the Beginning of the year (Schedule H) Cash and Cash Equivalents at the End of the year (Schedule H)

57

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2009 (Contd.) Notes :

1. The above Cash Flow Statement has been compiled/prepared based on the audited accounts of the Company under the ‘Indirect Method’ as set out in the Accounting Standard-3 on Cash Flow Statements and the reallocations made as required for the purpose. 2. The schedule referred to above forms an integral part of the Cash Flow Statement. 3. Figures for the previous year have been rearranged and regrouped wherever necessary. This is the Cash Flow Statement referred to in our report of even date.

On behalf of the Board B Muthuraman Chairman P Law Partner Membership Number : 51790 For and on behalf of Price Waterhouse Chartered Accountants Mumbai, 8th June, 2009

58

S Kar Company Secretary

B L Raina Managing Director

CORPORATE GOVERNANCE REPORT FOR THE YEAR 2008-09 1. Company’s philosophy on Corporate Governance Your Company has been practising good Corporate Governance over the years upholding the Tata traditions and values. The Company has not only put in place the system for compliance of regulatory requirements but also the system for customers satisfaction and meeting the expectations of its stakeholders, employees and the society. It is the philosophy of the Company to continue to have accountability, transparency and integrity in all its business transactions and practices. 2. Board of Directors 2.1 The Board of the Company consists of ten members comprising a non-executive Chairman, seven other Non-executive directors (out of them – five are independent directors) and two executive directors. None of the Directors on the Board is a member in more than 10 committees and Chairman of more than 5 committees (as specified in clause 49 of the Listing Agreement), across all companies in which he is a Director. The necessary disclosures regarding committee positions have been made by the Directors. 2.2 COMPOSITION, CATEGORY AND NUMBER OF OTHER BOARD AND COMMITTEE POSITIONS HELD AS ON 31st MARCH, 2009 Name (Promoter = P Non – Promoter = NP

Executive/ Non Executive/ Non Executive and Independent

Number of other Directorships held in Public Limited Companies Incorporated in India

Number of other Committee positions* held As Chairman

Mr B Muthuraman (P) Mr Sujit Gupta (NP) Mr Anand Sen (P) Mr Dipak Banerjee (NP) Mr S P Nagarkatte (NP) Mr Koushik Chatterjee (P) Mr Ashok Kumar Basu (NP) Mr B N Samal (NP) Mr B L Raina Mr Tarun Kumar Daga

Chairman – Non Executive Non Executive and Independent Non Executive Non Executive and Independent Non Executive and Independent Non Executive Non Executive and Independent Non Executive and Independent Managing Director Executive Director

As Member

4

None

1

3

2

0

3 9

1 2

1 5

None 3 6

None None None

None None 2

None

None

None

2

None

None

1

None

None

* Committee positions held in other Indian public limited Companies are considered. For this purpose only two Committees viz. the Audit Committee, and the Shareholders/Investors’ Grievance Committee are considered. 59

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009 2.3 All independent directors have confirmed their independence to the Company. 2.4 The non-executive directors have no pecuniary relationship or transactions with the Company in their personal capacity. 2.5 The information as mentioned in Annexure – IA of Clause 49 of the Listing Agreement with the Stock Exchange is made available to the Board members. The Board periodically reviews compliance reports of all laws applicable to the Company and the steps taken to rectify instances of non-compliance. 2.6 The Company has adopted the Tata Code of Conduct for Managing Director, Executive Director and Senior Management Personnel of the Company. It has also adopted a separate Code of Conduct for the Non-Executive Directors of the Company. Both the Codes of Conduct are posted on the website of the Company. The Company has received confirmations from the Non-Executive Directors, Managing Director, Executive Director and Senior Management Personnel regarding compliance with the Code of Conduct for the year ended 31st March, 2009. A declaration to this effect signed by the Managing Director is attached to this report. 2.7 ATTENDANCE RECORD OF THE DIRECTORS The Board of Directors met 5 times during the year on 9.05.08, 16.06.08, 23.07.08, 23.10.08 and 16.01.09 Name of Directors

Mr B Muthuraman Mr Sujit Gupta Mr Anand Sen Mr Dipak Banerjee Mr Koushik Chatterjee Mr S P Nagarkatte Mr N Ramasubramanian * Mr Chinubhai Shah * Mr Ashok Kumar Basu * Mr B N Samal * Mr B L Raina Mr Tarun Kumar Daga*

No. of Board Meetings Held during Attended during the year the year 5 5 5 5 5 5 5 5 5 5 5 5

5 2 3 4 4 4 3 2 0 1 5 0

Attendance at Last AGM held on 29th August, 2008 Yes Yes No Yes Yes Yes Yes Yes Not Applicable Not Applicable Yes Not Applicable

*

Note : Mr N Ramasubramanian and Mr Chinubhai Shah ceased to be Directors of the Company w.e.f 15th September, 2008 and 8th September, 2008 respectively. l Mr Ashok Kumar Basu and Mr B N Samal joined the Board of the Company w.e.f 23rd October, 2008 and 14th November, 2008 respectively. l Mr Tarun Kumar Daga has been appointed an Additional Director and Executive Director w.e.f 9th March, 2009

l

3. Audit Committee 3.1 Brief Description of terms of reference a) The Audit Committee of the Company was constituted on 20th April 1987. 60

b) The broad terms of reference of the Audit Committee were to review reports of the Internal Auditors and discuss the same at regular periodic intervals, to discuss with the Statutory Auditors their findings and suggestions on matters pertaining to financial reporting and to oversee the Company’s entire financial reporting process. c) The scope of activities of the Audit Committee includes the areas laid out in Section 292A of the Companies Act, 1956 and Clause 49 II(D) of the Listing Agreement. The powers of the Audit Committee are in accordance with Clause 49 II(C) of the Listing Agreement. The Audit Committee reviews the information stipulated under Clause 49 II(E) of the Listing Agreement. 3.2 During the year three meetings of the Audit Committee were held on 09.05.08, 28.07.08 and 16.01.09. Mr Chinubhai Shah and Mr N Ramasubramanian ceased to be Directors of the Company and consequently members of the Audit Committee w.e.f. 8th and 15th September 2008 respectively pursuant to withdrawal of their nomination by IDBI Bank and LIC respectively. LIC appointed their new nominee Director in November 2008 and IDBI Bank informed the Company in October 2008 that they did not intend to appoint a nominee on the Company’s Board. As the number of Directors on the Audit Committee was reduced to only one i.e. Mr S P Nagarkatte till reconstitution of the committee as indicated in paragraph 3.4 below, therefore the Audit Committee Meeting could not be held in October 2008 for recommending the Audited Financial Results of the Company for the half year and quarter ended 30th September 2008, to the Board, which met on 23rd October 2008. 3.3 The Audit Committee met on 9th May 2008 and reviewed the Annual Accounts of the Company for the year ended 31st March 2008 before recommending the same to the Board of Directors. The Audit Committee had also periodically reviewed the Audited Financial Results during the year before recommending the same to the Board of Directors for adoption and publication. 3.4 The Audit Committee was reconstituted on 16th December, 2008 and comprise Mr. S P Nagarkatte, Chairman, Mr Dipak Banerjee, Mr Koushik Chatterjee and Mr Ashok Kumar Basu as Members. Mr N Ramasubramanian and Mr Chinbhai Shah ceased to be the members of the Committee from the date of the cessation of directorship of the Company as mentioned in paragraph 3.2 above. 3.5 The composition of the Committee and the number of meetings attended by each of the Directors are given below : Sl. No. 1. 2. 3. 4. 5. 6.

Name of the Director Mr S P Nagarkatte Mr Dipak Banerjee Mr Koushik Chatterjee Mr Ashok Kumar Basu Mr N Ramasubramanian Mr Chinubhai Shah

Position Chairman Member Member Member Member Member

No. of Meetings Held Attended 3 3 3 3 3 3

3 1 1 Nil 2 1

3.6 All the members of the Committee are independent Directors, except Mr Koushik Chatterjee who is a Non-Executive Director and all the members have accounting or related financial management expertise. 3.7 The Chairman of the Audit Committee was present in the last Annual General Meeting held on 29th August, 2008. The Head of Finance, Chief Internal Auditor and the Statutory Auditors were present at all the above three meetings of the Audit Committee as invitees. 61

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009 3.8 The Company Secretary, Mr S Kar is the Secretary to the Audit Committee and was present at all the above three meetings. 4. Remuneration Committee 4.1 The Remuneration Committee was constituted on 19th March, 2001 to decide upon the compensation package of the Wholetime Director(s) within the broad frame-work of the Group Policy, merit and Company’s performance. 4.2 The Remuneration Committee was reconstituted on 16th December, 2008 and comprises of Mr Dipak Banerjee as Chairman (a Non-Executive and Independent Director), Mr B Muthuraman and Mr Sujit Gupta as Members. Mr Chinubhai Shah ceased to be the member of the committee from the date of cessation of directorship of the Company. 4.3 During the year one meeting of the Remuneration Committee was held on 9th May, 2008 which was attended by Mr Chinubhai Shah and Mr Dipak Banerjee. Details of remuneration for year ended 31st March, 2009 (i) Non-Wholetime Directors Sl. No.

Name of Directors

1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

Mr Mr Mr Mr Mr Mr Mr Mr Mr Mr

B Muthuraman Sujit Gupta Anand Sen Dipak Banerjee Koushik Chatterjee S P Nagarkatte N Ramasubramanian Chinubhai Shah B N Samal Ashok Kumar Basu

Commission* (Rs)

Sitting fees Paid (Rs)

2,00,000 2,00,000 2,00,000 2,00,000 2,00,000 2,00,000 2,00,000 2,00,000 2,00,000 2,00,000

50,000 20,000 30,000 60,000 50,000 70,000 57,500 47,500 10,000 Nil

* Payable in the year ending 31st March, 2010 The sitting fees of the Non–Executive Directors is Rs10,000/- per meeting in respect of Board, Audit and Remuneration Committee meetings and Rs. 7,500/- per meeting in respect of Shareholders Grievance Committee meetings. None of the Non-Executive Directors are holding any shares or convertible instruments of the Company. (ii) Wholetime Directors Name

Mr B L Raina Mr. Tarun Kumar Daga (for 23 days in 2008-09) 62

Salaries (including Perquisites and Performance linked bonus) Rs. lakhs 81.06 1.21

Contribution to Provident and other Funds Rs. lakhs 9.59 0.24

Other Benefits (Actual and/or Estimated) Rs. lakhs 13.15 NIL

Stock Options

NIL NIL

Period of contract of MD : The Managing Director was reappointed for a further period from 24th August, 2005 to 16th June, 2009 at the Meeting of the Board of Directors held on 25th April, 2005 based upon the recommendation of the Remuneration Committee. The Shareholders at the Annual General Meeting held on 28th July, 2005 approved the reappointment and the terms of remuneration. The contract may be terminated by either party giving the other party 3 months’ notice or the Company paying 3 months’ salary in lieu thereof. Severance fees – Nil. The Company at present has no stock option scheme. Period of contract of ED : Subject to the approval of the Shareholders at the Annual General Meeting the Executive Director is appointed for a period of 5 years from 9th March, 2009 by a resolution by circulation passed by the Board of Directors of the Company dated 9th March, 2009. The contract may be terminated by either party giving the other party 3 months’ notice or the Company paying 3 months’ salary in lieu thereof. Severance fees – Nil. The Company at present has no stock option scheme. 5. Shareholders Grievance Committee 5.1 A Shareholders Grievance Committee was constituted on 19th March, 2001 to specifically look into the redressal of shareholders’ grievances relating to transfer of shares, non receipt of balance sheet and any other matters. 5.2 The Committee was reconstituted on 16th December, 2008 and the Committee presently comprises of Mr Sujit Gupta as Chairman, Mr Anand Sen and Mr Ashok Kumar Basu as Members. Mr Chinubhai Shah and Mr N Ramasubramanian ceased to be the members with effect from the date of cessation of their directorship from Company. Mr S Kar, Company Secretary is the Compliance Officer of the Company. 5.3 During the year only one meeting of the Shareholders Grievance Committee was held on 09.05.08 a) Number of shareholders’ complaints received during the year – 1 b) Number of complaints not resolved to the satisfaction of the shareholders as on 31st March, 2009 –1 c) Number of pending complaints as on 31st March, 2009 – 1 d) Number of pending share transfers – 10 requests in physical form involving 9238 Equity Shares and 2 requests in demat form involving 1095 Shares were pending as on 31st March, 2009. 63

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009 5.4

The Company has appointed TSR Darashaw Limited (formerly known as Tata Share Registry Limited) as the Registrar and Transfer Agents of the Company. The delegated authority is taking measures so that the share transfer formalities are attended to at least once in a fortnight. The Company Secretary is also authorised by the Board to do all acts, deeds and matters and sign all documents that may be required in the matter relating to shares from time to time.

6. General Body Meetings 6.1 Location and time, where last three Annual General Meetings were held : Year

AGM/ EGM

Location

Date

Time

No. of Special Resolutions

2005-06

AGM

Williamson Magor Hall, The Bengal Chamber of Commerce & Industry, 6 Netaji Subhas Road, Kolkata - 700001

11.07.2006

11.00 AM

3

2006-07

AGM

Williamson Magor Hall, The Bengal Chamber of Commerce & Industry, 6 Netaji Subhas Road, Kolkata - 700001

20.07.2007

4.00 PM

NIL

2007-08

AGM

Williamson Magor Hall, The Bengal Chamber of Commerce & Industry, 6 Netaji Subhas Road, Kolkata - 700001

29.08.2008

3.00 PM

NIL

6.2 A resolution was passed during the year ended 31st March, 2009 by postal ballot for reducing the dividend rate of the Non-Cumulative Optionally Convertible Preference Shares. Special resolutions were sent to the shareholders by postal ballot for their approval to increase in the Authorised Share Capital. 6.3 Particulars of the Directors to be appointed and reappointed at the ensuing Annual General Meeting are given in the Notice convening the Annual General Meeting as required under Clause 49IV(G) of the Listing Agreement with the Stock Exchange. 7. Disclosures 7.1 Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Company at large : l

64

The Company has an on-going conversion arrangement with Tata Steel Ltd. (Tata Steel) which includes consignment agency and marketing arrangements and the Company is responsible for collection of debts on behalf of Tata Steel. Tata Steel also provides certain infrastructure facilities to the Company at Jamshedpur on terms considered reasonable and beneficial to the Company. The Company purchases tinplate from Tata Steel for exports on its own account to

various countries. None of the transactions with any of the related parties were in conflict with the interest of the Company. During the year the inter corporate deposit from Tata Steel was converted to a secured loan. l

For the details of related party relationships and transactions as required by the Accounting Standard 18 on “Related Party Disclosures” issued by the Institute of Chartered Accountants of India please refer Note No. 20 of Schedule P of the Annual Audited Accounts for the year ended 31st March, 2009.

7.2 The Company has laid down procedures for informing the Board members about the risk assessment and minimization procedures in accordance with clause 49(IV)(C) of the Listing Agreement with the Stock Exchange. The Board was informed of the review of the risk assessment and minimization procedure by the Audit Committee on 9th May, 2008. 7.3 The Company has formulated a Whistle Blower Policy and affirms that no personnel has been denied access to the Audit Committee. 7.4 The management have informed the Board in accordance with Clause 49(IV)(F)(ii) of the Listing Agreement that they are not having any personal interest in material, commercial and financial transactions of the Company that may have potential conflict with the interest of the Company at large. 7.5 Details of non compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years – NIL. 7.6 The CEO i.e. the Managing Director and CFO i.e. Chief (Finance) have given the necessary certificates as requested under Clause 49(V) of the Listing Agreement. 7.7 All the mandatory requirements other than as indicated in paragraph 3.2 above have been appropriately complied with and the non mandatory requirements relating to Remuneration Committee and Whistle Blower Policy have been complied with. 8. Means of Communication 8.1 In compliance with the requirements of the Listing Agreement, the Company, on quarterly basis, intimates audited financial results to the Stock Exchanges immediately after they are taken on record by the Board. Further, coverage is given for the benefit of the Shareholders and Investors by publication of the financial results in the Business Standard and Aajkal. 8.2 The financial results of the Company are also put on the web site of the Company after these are submitted to the Stock Exchanges. Official information like press releases are also available on the web site. The Company’s web site address is www.tatatinplate.com. The shareholders are free to communicate their grievances and queries to the Company through email id. [email protected] . 9. General Shareholder Information Annual General Meeting Date & Time

:

31st August, 2009 at 11.30 A.M

Venue

:

Williamson Magor Hall, The Bengal Chamber of Commerce & Industry, 6 Netaji Subhas Road, Kolkata - 700001 65

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009 Financial Year Financial Reporting for quarter ending 30.6.2009

— July 2009

Financial Reporting for half year ending 30.9.2009 — October 2009 Financial Reporting for quarter ending 31.12.2009 — January 2010 Financial Reporting for the year ending 31.3.2010 — April 2010 Annual General Meeting for the year 2010

— July 2010

Date of Book closure 23rd to 24th July, 2009. Dividend Payment Date Dividend payment date is 4th September, 2009. Listing on Stock Exchanges

Stock Code /Symbol

National Stock Exchange of India Ltd. “Exchange Plaza”, Bandra – Kurla Complex, Bandra (E) , Mumbai – 400051

TINPLATE EQ

Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001

504966

The closing high & low market prices, average volume, average number of trades and average value of shares during each month at Bombay Stock Exchange Ltd. during April 2008 to March 2009 were as follows : MONTH

66

HIGH

LOW

Average per day

(CLOSING)

(CLOSING)

Rs.

Rs.

Avg.Volume per day

Avg. No. of Trades/day

Avg. Value /day Rs.

April ‘08

43.60

36.90

14276

131

582128

May ‘08

43.20

39.30

13733

111

568173

June ‘08

38.75

31.65

8246

76

296120

July ‘08

38.60

31.20

9554

96

331533

August ‘08

47.70

37.70

64942

462

255307

September ‘08

41.00

29.75

10255

110

368125

October ‘08

30.90

20.15

15850

103

369714

November ‘08

26.40

20.50

9500

76

226848

December ‘08

29.30

20.50

7832

93

205930

January ‘09

29.05

22.20

9603

90

257469

February ‘09

23.00

21.10

3658

35

81206

March ‘09

22.50

19.00

7075

52

144068

Performance of TCIL Share Price in comparison to BSE Sensex 60.00

20,000.00 18,000.00 16,000.00 14,000.00

40.00

12,000.00 30.00

10,000.00

SENSEX

SHARE PRICE

50.00

8,000.00 20.00

6,000.00 4,000.00

10.00

2,000.00 0.00

0.00 Apr May Jun

July

Aug Sept Oct

SHARE PRICE

Nov

Dec

Jan

Feb

Mar

SENSEX

Registrar & Transfer Agents TSR Darashaw Ltd. was appointed as the Registrar and Share Transfer Agent of the Company with effect from 1st April, 2002 for the Equity Shares held in both physical and dematerialised form. Their address for communication : Head Office

Branch Office

TSR Darashaw Limited

TSR Darashaw Limited

6-10 Haji Moosa Patrawala Ind Estate

Tata Centre, 1st Floor

20, Dr. E Moses Road, Mahalaxmi

43, Chowringhee Road

Mumbai - 400 011

Kolkata - 700071

Tel No. (022) 6656 8484

Tel No. (033) 2288 3087

Fax No. (022) 6656 8494/6656 8496

Fax No. (033) 2288 3062

E-mail: [email protected]

E-mail: [email protected]

ISIN NO. INE 422C01014 Share Transfer System Share Transfer in physical form can be lodged with TSR Darashaw Ltd. at the above mentioned address or at their branch offices, address of which are available on their website or at the Registered Office of the Company. The Transfers are processed within 15 days if technically found to be in order and complete in all respects. As per directive issued by SEBI dated 27.12.2000 it is compulsory to trade in the Company’s Equity Shares in dematerialised form. 67

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009 Distribution of Shareholding The distribution of Shareholding as on 31.03.2009 and 31.03.2008 are as follows : In the Range of

31.03.2009 No. of Shareholders

Percent %

31.03.2008 No. of Shareholders

Percent %

1 to 500 501 to 1000 1001 to 2000 2001 to 3000 3001 to 4000 4001 to 5000 5001 to 10000 10001 and above

23,286 1,815 781 283 93 93 126 108

87.59 6.83 2.94 1.06 0.35 0.35 0.47 0.41

23,535 1,863 801 267 89 112 129 115

87.45 6.92 2.98 0.99 0.33 0.42 0.48 0.43

Total

26,585

100.00

26,911

100.00

Shareholding pattern as on 31.3.2009 is as follows : Category PROMOTERS’ HOLDING Tata Steel Ltd. Ewart Investments Ltd. Kalimati Investment Co. Ltd. PUBLIC FINANCIAL INSTITUTIONS UTI LIC GIC & its subsidiaries IFCI Ltd. IDBI Ltd. Nationalised Banks Mutual Funds FOREIGN HOLDINGS FIIs NRIs OTHER BODIES CORPORATE Domestic Companies Trusts ICICI Bank Ltd. Others Banks Foreign Banks DIRECTORS and THEIR RELATIVES INDIVIDUALS

68

Shares held

% of Shareholding

88,75,000 250 4,35,861 93,11,111

30.82 0.00 1.51 32.33

1,867 22,19,215 82,400 5,64,000 1,100 3,725 7,450

0.01 7.71 0.29 1.96 0.00 0.01 0.03

39,093 73,550

0.14 0.26

61,29,928 37,079 300 300 600 12,750 103,09,433 287,93,901

21.29 0.13 0.00 0.00 0.00 0.04 35.80 100.00

Major Shareholding Group Individuals (including Directors) 35.84%

Tata Group 32.33%

Other Bodies Corporate 21.42%

Foreign Holdings 0.40%

Public Financial Institution 10.01%

Dematerialisation of Shares and Liquidity As on 31st March, 2009, 2,70,14,618 Equity Shares have been dematerialised which is 93.82 percent of the total shares of the Company. For the purpose of dematerialisation, agreements have been signed by the Company with National Securities Depository Limited and the Central Depository Services Limited, whereby shareholders have an option to dematerialise their shares with either of the depositories. Break up of Shares held in Electronic and Physical Form Electronic Holding 93.82%

Physical Holding 6.18%

69

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009

Outstanding GDRs/ADRs, Warrants or any convertible instruments, conversion date and likely impact on equity – 1,12,33,000 – 8.5% (12.5% upto 15th January, 2009) Non-cumulative Optionally Convertible Preference Shares (OCPS) of Rs.100/- each were issued in the financial year 1999 - 2000, 2000 - 2001 with an option for conversion into equity shares at par. Based upon a recent legal advice, the option to convert the Optionally Convertible Preference Shares (OCPS) into equity shares of the Company is not currently available as per the existing SEBI Guidelines. The OCPS will be redeemed in accordance with the provisions of the Companies Act, 1956 and other applicable laws between 2012-2015. Plant Location : TCIL WORKS : The Tinplate Company of India Limited Golmuri, Singhbhum Jamshedpur 831003 Tel No. (0657) 2340713/20 Fax No. (0657) 2340517 E-mail : [email protected] Address for correspondence : REGISTERED OFFICE: The Tinplate Company of India Limited 4 Bankshall Street Kolkata 700001 Tel. No. (033) 2243-5401/5407/5410 Fax No. (033) 2230 4170 E-mail : [email protected]

70

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE CODE OF CONDUCT This is to confirm that the Company has adopted Tata Code of Conduct for its employees including the Managing Director. In addition, the Company has adopted the Code of Conduct for Non-Executive Directors. Both these Codes are posted on the Company's website. I confirm that the Company has in respect of the financial year ended March 31, 2009, received from the senior management team of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them. For the purpose of this declaration, Senior Management Team means the Members of the Management one level below the Executive Directors as on March 31, 2009.

8th June, 2009

B L Raina Managing Director

71

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009

Auditors' Certificate regarding compliance of conditions of Corporate Governance To the Members of The Tinplate Company of India Limited 1. We have examined the compliance of conditions of Corporate Governance by The Tinplate Company of India Limited, for the year ended 31st March, 2009, as stipulated in Clause 49 of the Listing Agreements of the said Company with stock exchanges in India. 2. The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. 3. In our opinion and to the best of our information and according to the explanations given to us, we certify that, except for the fact that only three Audit Committee meetings of the Company were held during the year instead of at least four meetings as stipulated under clause 49(II)(B) of the Listing Agreement, for reasons indicated in the paragraph 3.2 of the Corporate Governance Report issued by the Company, the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreements. 4. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

(P Law) Partner Membership No. 51790 For and on behalf of Place : Kolkata Date : 8th June, 2009

72

Price Waterhouse Chartered Accountants

ANNEXURE I TO DIRECTORS’ REPORT PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988. A.

Conservation of Energy a)

Energy conservation Measures Taken (i)

On Conservation of fuels

1.

Re- engineering of annealing cycles based on findings of Mathematical Modelling studies carried out in 07-08 to reduce heating / soaking cycle times & thereby fuel (HSD) consumption.

2.

Weekly survey / audits to check & plug steam pipe leakages.

3.

Periodical inspection & replacement of steam traps & steam line lagging.

(ii) On Conservation of power

d) B.

1.

Re - engineering of pass schedules in 6 Hi mill to reduce power consumption.

2.

Installation of new motor of higher speed (1150 mpm max.) in place of original Mill Stand Motor for 6 hi resulting in lower specific power consumption.

3.

Modification of Grid Design in Electrolytic Cleaning Line (ECL) to reduce power consumption without compromising on cleaning efficiency.

4.

Adoption of Conduction - Induction reflow melting system in new Electrolytic Tinning Line (ETL 2) instead of the conventional Conduction type reflow melting system (existing in ETL 1) to reduce power consumption.

5.

Replacement of incandescent lights by energy efficient light fittings in hospital, offices & residential quarters.

6.

Voluntary power cut for 2 hours every day (except Sundays) from October to March in the entire township.

Total Energy Consumption and Energy Consumption per unit of production : Form “A” enclosed.

Technology Absorption c)

C.

Efforts made in technology absorption as per Form B: Form “B” enclosed Foreign Exchange Earnings & Outgo

d)

Activities relating to exports, initiatives taken to increase exports ; development of new export markets for products and services; and export plans. Exports are focused towards the following regions : South East and West Asia, Neighbouring countries, Europe and Africa. The attempt is to increase the spread in countries, customers and product categories. 73

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009 e)

Total foreign exchange used and earned

Rs. In lakhs

i) CIF value of imports

8670.96

ii) Expenditure in foreign currency

647.47

iii) Foreign exchange earned

26319.07

FORM – A Form for disclosure of particulars with respect to Conservation of Energy : 2008 -2009 A.

POWER & FUEL CONSUMPTION 2008 - 2009

2007 – 2008

93

87

Total Amount (Rs. Lakhs)

3385

3032

Rate / Unit (Rs.)

3.60

3.49

0.0798

0.1962

3.50

3.50

17.94

15.67

Non-Coking Coal,

Non-Coking Coal,

Particulars 1.

Electricity a.

Purchased Units (Million Kwh)

b.

Own Generation Through Diesel Generator Units (Million Kwh) Unit / Ltr of Diesel Oil (Kwh) Cost / Unit (Rs.)

2.

Coal

Grade - D & E used in boilers

in boilers

21,795

20,950

412

348

1,891

1,660

Quantity (KL)

-

-

Total Cost (Rs. Lakhs)

-

-

Average Rate / KL (Rs.)

-

-

3,294

2,690

1,041

790

31,603

26,680

N.A

N.A

Quantity (Tonnes) Total Cost (Rs. Lakhs) Average Rate / Tonne. (Rs.) 3.

4.

Furnace Oil

HSD Oil Quantity (KL) Total Cost (Rs. Lakhs) Average Rate / KL (Rs.)

5. 74

Grade - D & E used

Other Internal Generation

B.

CONSUMPTION PER UNIT OF PRODUCTION (WORKS ONLY)

Particulars

Standard ETP PLANT

2007-2008

2008-2009

CRM PLANT ETP PLANT

CRM PLANT ETP PLANT

CRM PLANT

Products

ETP/TFS

TMBP/FHCR

ETP/TFS

TMBP/ FHCR

ETP/TFS

TMBP/FHCR

Production (t)

170,000

190,000

185,572

181,523

168,133

185,246

Electric Power

185

363

151

275

151

273

–

–

–

–

–

–

_

_

_

18

_

16

73

97

59

59

54

64

(KWH / Tonne) Furnace Oil (Ltr. / Tonne) H.S.D Oil (Ltr. / Tonne) Coal (Kg / Tonne)

FORM – B Form for disclosure of particulars with respect to Technology Absorption : 2008-09 A.

RESEARCH AND DEVELOPMENT 1.

2.

3.

Specific areas in which development activities are carried out by the Company : i.

Work on chrome free passivation on tinplate (continuing) - laboratory scale trials successfully completed in development of alternative chrome free passivation medium.

ii.

Development of DR 09 through BA route for lug caps (52 & 63 mm dia).

iii.

Development of tinplate packing system to eliminate rust formation due to condensation in transit.

iv.

Work on optimisation of cold reduction / annealing to eliminate formation of pinhole during subsequent can fabrication process.

Benefits derived as result of the improvement activities : i.

Reduction of customer complaints on rusting in transit & generation of pinholes during subsequent fabrication.

ii.

Substitution of imported DR 09 produced through CA route for lug cap application with DR 09 produced indigenously through BA route for small & medium size lug caps.

Future Plan of Action : i.

Further work in chrome free passivation - on line trials & evaluation of product for suitability as alternative to chrome free passivation. 75

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009 ii.

B.

Development of alternative cost effective HR grades to substitute TMBP 2 grade used currently for T 4 temper grade tin mill products (jointly with Tata Steel). iii.

Substitution of moulded plastic ends of capacitors with tinplate.

iv.

Development of 3 piece necked in cans for paint packaging to substitute 4 piece cans currently in use (material savings).

v.

Development of DR 09 TFS through BA route for 82 mm diameter lug caps.

ENVIRONMENTAL REPORT Environment measures taken during the year 2008-09 i.

ii.

Water Pollution Control : l

Belt Press Filters commissioned in both CRM & ETL Waste Water Treatment Plants to more effectively control suspended solids in treated effluents from CRM & ETLs.

l

Modifications of ETL Waste Water Treatment Plant to continuous automated mode from batch manual process to continuously ensure control of pH & hexavalent Chromium.

l

New Secure Land Fill area commissioned to store hazardous chromate sludge as per Polution Control Board requirements.

Air Pollution Control : l

Ambient air quality and stack emissions are being monitored by S.G.S (India) Pvt. Ltd. a Government approved consultant and kept within statutory norms.

l

No violations with respect to meeting statutory air pollution norms reported during checks by statutory agencies.

iii. Statutory Compliance : All statutory requirements under Pollution Control were complied.

iv.

l

Environmental Consents and authorizations under various Acts and rules were applied for renewal to the Jharkhand State Pollution Control Board.

l

Environmental Statements, returns and statutory conditions under NOC and consents are being complied as per law.

Awareness : l

76

World Environmental Day was celebrated on 5th June 2009 by organizing Competitions like quiz, slogan, poster etc to create awareness and tree plantation done extensively.

ANNEXURE II TO DIRECTORS’ REPORT Sl. Name No. 1.

Age

Raina B. L 65

Qualification

Designation Commencement Experience and Nature of employment in years of duties

Remuneration Last Employment with designation

B.E. (Mech.) Post Graduate Diproma in Business

Managing Director

10,379,895

24. 8. 1997

39

Director of International Trade, Tata Steel Ltd.

Management

NOTES : Remuneration as shown above includes Salaries, Allowances, Leave Travel Allowances, Medical Expenses, Commission (if any). Company’s contribution of Provident Fund and Superannuation Fund and expenditure incurred by the Company for accommodation and other facilities except Motor Car expenses which has been evaluated as per I.T. Rules. For and on behalf of the Board B Muthuraman Mumbai, 8th June, 2009

Chairman

77

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009

Production Statistics H.D. PLANT

E.T. PLANT

COLD ROLLING MILL

Blackplate*

Electrolytic Tinplate

Tinfree Steel

Total

C. R. Products

Year

Tonnes

Tonnes

Tonnes

Tonnes

Tonnes

1995-96

126,711

40,414

93

40,507

16,049

1996-97

118,955

48,115

—

48,115

52,443

1997-98

92,594

56,098

—

56,098

68,588

1998-99

47,398

93,328

—

93,328

106,434

—

70,805

2,124

72,929

88,964

(15 months) 1999-2000 (9 months) 2000-01

—

102,549

2,095

104,644

132,065

2001-02

—

100,701

3,854

104,555

126,107

2002-03

—

109,835

3,772

113,607

139,428

2003-04

—

125,599

2,385

127,984

154,211

2004-05

—

139,061

1,604

140,665

167,217

2005-06

—

149,767

1,754

151,521

177,446

2006-07

—

155,224

2,207

157,431

178,841

2007-08

—

165,076

3,057

168,133

185,246

2008-09

—

180,052

5,520

185,572 **

181,523 ***

*

Blackplate includes G.P. and G.C. Sheets production under the conversion arrangements with the Tata Steel Ltd.

** Includes 10054 tonnes of own production and 175518 tonnes under the conversion arrangements with the Tata Steel Ltd. *** CR Products includes production under conversion arrangement with the Tata Steel Ltd. 78

Capital Accounts in Rupees Lak hs

Shareholders Funds

Deferred Tax Borrowing Liability

Current Deferred Deferred Liabilities Net Revenue Loss Tax Invest- Current Net & Current Expendi- Carried Assets ment Assets Provision Assets Block ture Forward

Year

Reserve and Capital Surplus

1984-85

714.43

47.92

762.35

2,543.59

— 3,305.94

2,842.58 1,351.07 1,491.51

—

0.43 3,368.34

1,563.75

1,804.59

9.41

—

1985-86

1,104.43

328.95

1,433.38

2,040.74

— 3,474.12

2,974.65 1,410.16 1,564.49

—

0.37 4,069.58

1,257.22

2,812.36

6.90

—

1986-87

1,014.43

639.97

1,654.40

2,643.10

— 4,297.50

3,252.93 1,596.21 1,656.72

—

0.37 3,534.54

898.52

2,636.02

4.39

—

1987-88

1,014.43

825.94

1,840.37

1,853.64

— 3,694.01

3,269.84 1,832.32 1,437.52

—

0.37 2,961.47

1,067.23

1,894.24

1.88

—

1988-89

1,014.43 1,111.10

2,125.53

3,045.25

— 5,170.78

4,389.28 2,042.41 2,346.87

—

0.37 4,809.54

1,986.00

2,823.54

—

—

1989-90

1,014.43 1,216.32

2,230.75

4,058.61

— 6,289.36

5,367.76 2,294.90 3,072.86

—

7.87 7,245.09

4,036.46

3,208.63

—

—

1990-91

1,014.43 1,277.34

2,291.77

2,708.53

— 5,000.30

5,718.58 2,643.63 3,074.95

—

7.87 5,862.52

3,945.04

1,917.48

—

—

1991-92

1,014.43 1,498.28

2,512.71

2,671.28

— 5,183.99

6,407.37 2,941.91 3,465.46

—

7.87 8,913.05

7,202.39

1,710.66

—

—

1992-93

1,014.43 1,537.82

2,552.25 14,604.96

— 17,157.21

9,955.36 3,286.39 6,668.97

—

7.83 17,334.96

6,967.23 10,367.73

112.68

—

1993-94

2,541.53 7,831.55 10,373.08 11,809.61

— 22,182.69 17,829.16 3,649.21 14,179.95

—

7.83 15,140.42

7,272.42

7,868.00

126.91

—

1994-95

2,885.10 9,134.81 12,019.91 18,761.60

— 30,781.51 27,540.69 4,061.76 23,478.93

— 22.83 14,787.22

7,696.64

7,090.58

189.17

—

1995-96

2,889.15 9,208.79 12,097.94 20,747.92

— 32,845.86 34,589.17 4,521.96 30,067.21

— 22.83 18,275.28 15,709.03

2,566.25

189.57

—

1996-97

2,890.91 7,903.14 10,794.05 24,428.20

— 35,222.25 38,033.33 5,669.86 32,363.47

— 22.83 17,388.55 16,120.49

1,268.06

171.15 1,396.74

1997-98

2,890.91 7,903.14 10,794.05 25,885.84

— 36,679.89 38,267.94 7,510.55 30,757.39

— 22.83 15,815.46 17,765.62 (1,950.16)

335.50 7,514.33

1998-99*

11,097.91 7,802.64 18,900.55 23,154.77

— 42,055.32 38,447.18 9,451.02 28,996.16

— 22.83 8,498.21

9,441.57

1999-00** 13,859.91 7,802.64 21,662.55 21,579.96

— 43,242.51 37,687.42 10,165.15 27,522.27

— 22.83 6,980.30

8,788.89 (1,808.59) 4,683.47 12,822.53

2000-01

14,123.91 7,638.64 21,762.55 20,581.07

— 42,343.62 35,961.94 10,198.87 25,763.07

— 22.83 6,743.29

8,751.76 (2,008.47) 4,075.48 14,490.71

2001-02

14,123.91 7,488.64 21,612.55 20,651.91

— 42,264.46 36,843.58 11,836.67 25,006.91

— 24.83 8,364.15

8,845.36

(481.21) 3,475.00 14,238.93

2002-03

14,123.91 7,488.64 21,612.55 20,282.76

— 41,895.31 37,876.02 13,515.79 24,360.23

— 124.83 8,580.92

8,709.46

(128.54) 3,501.56 14,037.23

2003-04

14,123.91

317.53 14,441.44 18,943.47

— 33,384.91 39,271.81 15,318.57 23,953.24

— 224.83 10,898.99 11,320.18

(421.19) 4,896.14 4,731.89

2004-05

14,123.91

531.25 14,655.16 14,622.74

— 29,277.90 40,702.93 16,786.05 23,916.88

— 224.83 9,846.68 10,670.53

(823.85) 4,062.38 1,897.66

2005-06

14,123.91 1,516.12 15,640.03 13,449.94

— 29,089.97 45,806.89 18,736.55 27,070.34 1,045.53 22.83 10,107.19 12,307.99 (2,200.80) 3,152.07

—

2006-07

14,123.91 2,676.99 16,800.90 12,965.86

— 29,766.76 49,083.76 20,996.34 28,087.42

(483.57) 1,811.27

—

2007-08

14,125.43 3,079.72 17,205.15 21,172.22

— 38,377.37 63,952.84 23,254.32 40,698.52

49.85 22.83 9,539.61 13,146.03 (3,606.42) 1,212.59

—

2008-09

14,125.43 4,604.07 18,729.50 27,198.39 2,674.46 48,602.35 72,175.38 26,057.51 46,117.87

—

—

* 15 months ** 9 months

To t a l Fund

Gross Block

Depreciation

328.81 22.83 11,706.44 12,190.01

— 22.83 18,349.83 15,888.18

(943.36) 2,228.60 11,751.09

2,461.65

These Statements are for information only

79

THE TINPLATE COMPANY OF INDIA LIMITED Ninetieth annual report 2008-2009 in Rupees Lak hs

Revenue Accounts

PBDIT Interest

Cash Profit

Prior Period adjustment/ ExtraDepre- ordinary items ciation

597.22

217.73

379.49

265.10 (471.03)

585.42

—

585.42

—

1984-85

8,024.01

731.92

297.31

434.61

187.04 (134.66)

382.23

—

382.23

101.20

1985-86

10,977.01

93.44 10,206.76

863.69

354.80

508.89

186.08 (128.41)

451.22

39.00

412.22

101.20

1986-87

50.18%

11,777.70

130.37 10,934.13

973.94

395.67

578.27

241.51

(4.41)

341.17

54.00

287.17

101.20

1987-88

41.11%

58.89%

13,820.19

108.74 12,936.62

992.31

269.58

722.73

215.80

(4.03)

510.96

74.00

436.96

151.80

1988-89

35.47%

64.53%

16,802.85

188.94 15,893.64

1,098.15

543.16

554.99

257.97

297.02

40.00

257.02

151.80

1989-90

45.83%

54.17%

18,958.06

244.91 18,048.68

1,154.29

479.46

674.83

350.01

324.82

112.00

212.82

151.80

1990-91

48.47%

51.53%

17,994.11

321.35 16,974.63

1,340.83

438.69

902.14

299.04

603.10

200.00

403.10

182.16

1991-92

14.88%

85.12%

29,124.09

832.46 28,740.12

1,216.43

650.09

566.34

344.64

221.70

—

221.70

182.16

1992-93

46.76%

53.24%

28,736.47

920.78 27,660.71

1,996.54 1,157.53

839.01

363.61

475.40

5.00

470.40

285.05

1993-94

39.05%

60.95%

23,691.42

746.97 22,513.41

1,924.98 1,163.92

761.06

423.84

337.22

5.00

332.22

403.25

1994-95

36.83%

63.17%

29,233.83

529.78 27,615.19

2,148.42 1,249.37

899.05

461.32

437.73

5.00

432.73

359.69

1995-96

30.65%

69.35%

33,770.75

673.70 33,183.40

1,261.05 2,814.44 (1,553.39) 1,149.00

(2,702.39)

— (2,702.39)

—

1996-97

29.43%

70.57%

30,295.33

833.90 30,770.61

358.62 4,585.91 (4,227.29) 1,843.26

47.04 (6,117.59)

— (6,117.59)

—

1997-98

44.94%

55.06% 21,403.97# 1,051.14 20,849.63

1,605.48 4,224.97 (2,619.49) 2,179.76 (461.99) (4,337.26)

— (4,337.26)

— 1998-99*

50.10%

49.90% 10,356.09# 1,182.04

8,025.71

3,512.42 2,401.42

1,111.00 1,254.10

928.34 (1,071.44)

— (1,071.44)

— 1999-00**

51.40%

48.60% 14,770.08# 2,468.93 11,488.15

5,750.86 3,761.24

1,989.62 1,609.45 2,162.55 (1,782.38)

49.80 (1,832.18)

—

2000-01

51.14%

48.86% 17,081.92# 1,657.28 12,862.73

5,876.47 3,495.55

2,380.92 1,645.73

653.93

81.26

(20.52)

101.78

—

2001-02

51.59%

48.41% 24,373.11# 2,000.87 20,344.32

6,029.66 3,162.86

2,866.80 1,687.27

977.83

201.70

—

201.70

—

2002-03

43.26%

56.74% 31,578.14# 2,272.45 26,347.62

7,502.97 2,423.88

5,079.09 1,807.86 1,137.00

2,134.23

—

2,134.23

—

2003-04

50.06%

49.94% 25,890.66# 1,012.59 20,091.78

6,811.47 1,709.83

5,101.64 1,888.69

—

3,212.95

165.00

3,047.95

—

2004-05

53.76%

46.24% 43,104.98#

943.68 36,657.59

7,391.07 1,469.28

5,921.79 1,971.69

—

3,950.10

(945.53)

4,895.63 2,013.10

2005-06

56.44%

43.56% 46,629.73# 1,535.89 41,281.86

6,883.76 1,553.57

5,330.19 2,261.60

—

3,068.59 1,180.50

1,888.09

—

2006-07

44.83%

55.17% 40,231.75# 1,154.85 37,055.34

4,331.26 1,263.76

3,067.50 2,259.92

—

413.09

394.49

—

2007-08

38.54%

55.96% 66,456.19# 1,048.91 55,923.55 11,581.55 2,508.57

9,072.98 2,805.76

—

3,480.18 1,955.83

2008-09

Percentage of Shareholders Fund to Total Fund

Percentage of Borrowings to Total Fund

23.06%

76.94%

7,273.68

212.37

6,888.83

41.26%

58.74%

8,641.29

114.64

38.50%

61.50%

49.82%

Income Operafrom ting Other Sales Sources Expenses

Profit/ (Loss) Before Tax

Taxation

807.58

6,267.22 2,787.04

Profit/ Dividends (Loss) (including after Dividend Tax Tax)

Year

# Conversion agreement with Tata Steel Ltd. for ETP/CRM commenced 1st April, 1998.

80