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Ninetieth annual report 2008-2009

6

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, plusreimbursement 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



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subject to the approval of the Central Government, if necessary, the Company hereby approvesof the appointment and terms of remuneration of Mr Tarun Kumar Daga as the ExecutiveDirector of the Company from 9th March to 16th June 2009, upon the terms and conditionsset out in the Explanatory Statement annexed to the Notice convening this meeting with libertyto the Directors to alter and vary the terms and conditions of the said appointment in suchmanner 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 maybe 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 applicableprovisions, if any, of the Companies Act, 1956 (the Act) read with Schedule XIII of the Act andsubject to the approval of the Central Government, if necessary, the Company hereby approvesof the appointment and terms of remuneration of Mr Tarun Kumar Daga as the ManagingDirector of the Company for a period of 5 years with effect from 17th June 2009, upon theterms and conditions (including remuneration to be paid in the event of inadequacy of profitsin any financial year during the aforesaid period) as set out in the Explanatory Statementannexed to the Notice convening this meeting with liberty to the Directors to alter and varythe terms and conditions of the said appointment in such manner as may be agreed to betweenthe Directors and Mr Tarun Kumar Daga.

RESOLVED FURTHER that the Board be and is hereby authorized to take all such step as maybe 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 resolutionas a Special Resolution :

RESOLVED that in partial modification of Resolution No.12 passed at the Annual GeneralMeeting of the Company held on 11th July 2006 and in accordance with the provisions ofSections 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 CentralGovernment, 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 tenureof his contract i.e. upto 16th June 2009, as set out in the Explanatory Statement annexed tothe 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 resolutionas 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 netprofits of the Company calculated in accordance with the provisions of Sections 198, 349 and350 of the Act, be paid to and distributed amongst the Directors of the Company or some or

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any of them (other than the Managing Director and the Whole time Director, if any) in suchamounts 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 : By Order of the Board

4, Bankshall Street

Kolkata 700001 S KAR

Dated : 8th June, 2009 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 Companys 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 Companys Registrars and Transfer Agents, TSR Darashaw Limited

whose addresses are given hereunder.



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9

Annexure to Notice

As required by Section 173(2) of the Companies Act, 1956 (hereinafter referred to as the Act) thefollowing Explanatory Statements set out all material facts relating to the business mentioned underitem 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 MrAshok Kumar Basu as an Additional Director with effect from 23rd October 2008, in accordancewith the provisions of Article 90 of the Articles of Association of the Company read with Section260 of the Act. Mr Basu holds office only upto the date of the forthcoming Annual GeneralMeeting. 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 andGovernment of India. He was Secretary, Ministry of Steel and Mines, from August 1997 to May2000, Secretary Ministry of Power from June 2000 to March 2002 and Chairman, Central ElectricityRegulatory Commission during April 2002-2007.

The Board considers that the appointment of Mr Basu as a Director will immensely benefit theCompany 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 theresolution.

Item No. 8 to 10

The Board of Directors of the Company (the Board) appointed Mr Tarun Kumar Daga as anAdditional Director of the Company with effect from 9th March, 2009 and also as the ExecutiveDirector (ED) of the Company with effect from the same date for a period of 5 years subject tothe approval of the Members. On the recommendation of the Remuneration Committee theBoard at its meeting held on 7th April 2009 approved the terms and conditions of Mr Dagasappointment, 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 8thJune, 2009 appointed Mr Daga as the Managing Director (MD) of the Company, for a period of 5years from 17th June 2009 and approved the terms and conditions of his appointment, subjectto the approval of the Members at the Annual General Meeting of the Company and the CentralGovernment, if necessary.

Mr Daga holds a BE (Electrical & Electronics) degree from BITS, Pilani, a PGDM from IIM, Lucknowand 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 18years of experience in the Steel /Tinplate Industry. He has held various positions in the Companyand since October 2006 Mr Daga was designated as Chief Operating Officer of the Company andfrom 9th March 2009 Mr Daga was designated as Executive Director.


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The main terms and conditions relating to the appointment of Mr Daga as ED and MD are asfollows :

1. Period : From 9thMarch 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 carryout such duties as may be entrusted to him by the Board from time to time and separatelycommunicated to him and such powers as may be assigned to him, subject to thesuperintendence, control and directions of the Board in connection with and in the bestinterest 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 incrementseffective 1st April every year, as may be decided by the Board, based on merit and takinginto account the Companys performance for the year. The benefits, perquisites andallowances will be determined by the Board from time to time. Commission orPerformance-linked Bonus will be based on certain performance criteria to be prescribedby the Board.

B) Minimum Remuneration :

Notwithstanding anything to the contrary herein contained, where in any financial yearduring the currency of Mr Dagas tenure, the Company has no profits or its profits areinadequate, the Company will pay to Mr Daga remuneration by way of salary, benefits,perquisites and allowances and commission or performance-linked bonus as specifiedabove.

4. Other terms of appointment :

(i) The terms and conditions of Mr Dagas appointment may be altered and varied fromtime to time by the Board as it may, in its discretion, deem fit, within the maximumamount 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 tobetween 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 threemonths notice of such termination or the Company paying three months remunerationin lieu thereof.

(iii) Mr Daga shall not become interested or otherwise concerned, directly or through hisspouse and/or children in any selling agency of the Company.

(iv) Mr Dagas employment may be terminated by the Company without notice or paymentin lieu of notice :



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(a) if Mr Daga is found guilty of any gross negligence, default or misconduct inconnection 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) in the event the Board expresses its loss of confidence in Mr Daga.

(v) Upon the termination by whatever means of Mr Dagas 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 compensationfor 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 Dagas knowledge and experience the Board considers that Mr Dagas

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.


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At the Annual General Meeting of the Company held on 11th July 2006 the Members had approvedthe revision in the terms of remuneration relating to perquisites and allowances of Mr Raina forthe period 24th August 2005 to 16th June 2009 on the terms and conditions as contained in theresolution as well as in the Explanatory Statement forming part of the Notice of the said AnnualGeneral Meeting.

The Remuneration Committee and the Board of Directors of the Company, at their meetings heldon 11th May 2009 approved the revision in the upper limit of the present salary scale of Mr Rainafrom Rs. 2,40,000/- per month to Rs. 3,00,000/- per month with effect from 1st April 2009 andincreased his salary to Rs. 2,60,000/- per month with effect from 1st April 2009.

The other terms and conditions of Mr Rainas appointment as Managing Director as enumeratedin 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 11thJuly 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 approvalof the Members in the General Meeting is required to be obtained for the above increase in theremuneration 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 ItemNo.11 of the convening Notice.

The aforesaid details may be treated as an abstract of the terms of re-appointment of Mr Raina interms 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 : Manufacturers of electrolytic Tinplate and ColdRolled Products

(2) Date of commencement of

commercial production : December 1922

(3) Financial Performance : Rs. in lakhs

Year Income Operating NetProfit / Profit /(Loss) (Loss)before aftertax tax

2004-05 26348.33 3212.95 3047.95

2005-06 41513.84 3950.10 4895.63

2006-07 47009.96 3068.59 1888.09

2007-08 41038.87 807.58 394.49

2008-09 67077.92 6267.22 3480.18

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(4) Export Performance : About 25% of the Companys products are beingexported mainly to countries in Far East like Taiwan, China, South East Asia like Indonesia,Singapore, Malaysia, Thailand, West Asia Regionlike Iran, UAE, Oman, Jordan, Saudi Arabia,European Union like Italy, Spain and UK andother neighbouring countries like Nepal,Bangladesh and Sri Lanka.

(5) Foreign investments or

Collaborators : Nil

II. Information about the appointee :

(1) Background details : Mr B L Raina (the Appointee) is a Graduate inMechanical Engineering and holds a PostGraduate Diploma in Business Administration(XLRI, Jamshedpur). He has completed a GeneralManagement Programme at CEDEP (INSEAD),France. He has 39 years of experience in diversefunctions ranging from Production,Maintenance, Marketing & International Tradeall with Tata Steel and its associate Companies.Prior to joining the Company, he was Directorof Tata Steels International Trading Division.

(2) Past Remuneration : Year ending

31st March Rs. lakhs

2005 48.07

2006 61.25

2007 67.97

2008 84.17

2009 103.80

(3) Recognition and Awards : The Appointee takes a lot of interest in extramural activities and has active involvement inmany professional and social bodies.

(4) Job profile and his suitability : The Appointee devotes wholetime attention tothe management of the affairs of the Companyand exercises powers subject to thesuperintendence, direction and control of theBoard of Directors.

(5) Remuneration proposed : Increase in salary.


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(6) Comparative remuneration : Taking into consideration the size of the Company,with respect to industry, size its profits and the qualification and experienceof the Company, profile of the of the Appointee, the responsibilities shoulderedposition and person by him and the industry benchmarks, the

remuneration proposed to be paid iscommensurate with the remuneration packagespaid to similar senior level appointees in otherCompanies.

(7) Pecuniary relationship directly : Except for salary, perquisites and allowancesor indirectly with the Company, received from the Company, the Appointee doesor relationship with the does not have any pecuniary relationship directly

managerial personnel, if any or indirectly with the Company or relationshipwith managerial personnel.

Item No.12

Taking into account the responsibilities of the Directors, it is proposed that in terms of Section309(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 computedin accordance with the provisions of the Act. This remuneration will be distributed amongst all orsome 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 isconcerned or interested in the Resolution at item No.12 of the Notice to the extent of theremuneration that may be received by them.

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

Name of Director Mr Anand Sen Mr Dipak Banerjee Mr A K Basu Mr Tarun Kumar Daga

Date of Birth 17thSeptember 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), BE, PGDM

IAS (Retd.)

Expertise in Expertise in the Expertise in the Expertise in Infra- Experienced in

specific field of Marketing, field of finance structure, Power Marketing & Sales,

functional presently Vice- and strategic and General presently Managing

areas President (TQM & planning Administration Director of The Tinplate

Flat Products) of Co. of India Ltd.

Tata Steel Ltd.


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TSR DARASHAW LIMITED (Formerly Tata Share Registry Limited)

Name Office

REGISTERED OFFICE

TSR DARASHAW LIMITED Tel. 022-66568484

6-10 Haji Moosa Patrawala Ind. Estate, Fax 022-66568494

20 Dr E Moses Road, Mahalaxmi,

Mumbai - 400 011

E-mail : [email protected]

Web : www.tsrdarashaw.com

BRANCH OFFICES

1. Bangalore


503, Barton Centre (5th Floor) Fax 080-25580019

84, Mahatma Gandhi Road,

Bangalore-560 001


2. Jamshedpur


Bungalow No. 1, Fax 0657-2426937

E Road, Northern Town, Bistupur,

Jamshedpur-831 001


3. Kolkata

TSR DARASHAW LIMITED Tel 033-22883087

Tata Centre, 1st Floor, Fax 033-22883062

43, Jawaharlal Nehru Road,Kolkata-700 071


4. New Delhi

TSR DARASHAW LIMITED Tel 011-23271805

2/42, Sant Vihar, Fax 011-23271802

Ansari Road, Daryaganj,

New Delhi-110 002



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Directors Report

TO THE MEMBERS

The Directors hereby present their Ninetieth Annual Report on the business and operationsof the Company and the Audited Financial Accounts for the year ended 31st March, 2009.

FINANCIAL RESULTS

FY 2008-09 FY 2007-08

Rupees Lakhs Rupees Lakhs

Net Sales/Income ..................................................................................... 66,029 39,884

Total Expenditure ..................................................................................... 55,496 36,708Operating Profit ........................................................................................ 10,533 3,176

Add : Dividend and Other Income .................................................... 1,049 1,155

Profit before Interest, Depreciation and Taxes ............................... 11,582 4,331

Less : Interest ............................................................................................. 2,509 1,263

Profit before Depreciation and Taxes .............................................. 9,073 3,068

Less : Depreciation..................................................................................... 2,806 2,260

Profit before Taxes .................................................................................. 6,267 808

Less : Provision for Taxation

Provision for Current Taxation ....................... 703 84

Less : MAT Credit ................................................. 703 - -

Provision for Fringe Benefit Tax ......................................... 63 50

Deferred Taxation ..................................................................... 2,724 279

Profit after Taxes ....................................................................................... 3,480 395

Add: Balance brought forward from previous year ..................... 3,067 2,672

Balance ........................................................................................................ 6,547 3,067

Which the Directors have appropriated as under to : ...............

(i) Proposed Dividend (Preference + Equity) .......... ........... 1,672 -

(ii) Tax on Dividend ..................................................................... 284 -

(iii) General Reserve ...................................................................... 87 -

TOTAL .............................................................................................................. 2,043 -Leaving a balance to be carried forward .......... .......... ........... .......... 4,504 3,067

BUSINESS RESULTS

During the year under review your Companys operating performance improved significantlycompared to the previous year, in terms of sales, production as well as margins. It may benoted that the financial performance of the tinplate industry worldwide had been decliningtill the previous year and the situation was expected to continue. However, in the first half ofthe year under review, the general business environment became favourable with increase indemand and prices, leading to healthier margins for the tinplate industry world-wide.Accordingly, your Company generated significantly higher realizations over key input costs ofhot rolled coils and tin, as compared to the previous year.


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In addition, your Company also commissioned its second tinning line having 200,000 tons perannum capacity, at its premises in Jamshedpur. The benefits on account of this line cominginto operations accrued to the Company from October 2008. Consequently, your Company wasable to record a better performance during the year under review with profit before tax beingRs. 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 theyear ended 31st March, 2009, dividend on preference shares at the rate of 12.5% for the period1st 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 ofdividend 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 aswell as de-bottlenecking and modernisation projects. As a result, your Companys capacity ofelectrolytic tinplate and tin free steel increased to 1,79,000 tons per annum in 2008.

As part of the Companys strategy to increase the scale of its operations by another 2,00,000tons per annum, your Company in FY2006-07 initiated the setting up of a second tinning lineand a second cold rolling mill within the Companys existing premises at Jamshedpur at a totalproject outlay of about Rs. 62,200 lakhs. As a first step, your Company commissioned the secondtinning line in October 2008, taking the companys capacity to 3,79,000 tons per annum of

electrolytic tinplate and tin free steel. In order to ensure self sufficiency in feedstock foroperating the second tinning line, your Company is presently in the midst of setting up thesecond 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 RightsIssue of Rs 38,000 lakhs and Term Loans of Rs 24,200 lakhs from Banks. The Issue will compriseof a Rights Issue of Equity Shares upto Rs 20,000 lakhs and simultaneous but unlinked issueof Fully Convertible Debentures up to Rs 18,000 lakhs to the existing Shareholders of theCompany. As an interim arrangement for financing this project, your Company had taken InterCorporate 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 ExchangeBoard of India (SEBI) for their observations and comments. SEBIs initial observations havebeen replied to and their final observations, if any, are awaited. The terms and conditions ofthe 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 Companyhas been increased from Rs 32,650 lakhs to Rs 42,650 lakhs through a postal ballot approvedby the Shareholders.


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CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a ManagementDiscussion and Analysis, Corporate Governance Report and Auditors Certificate regardingcompliance of conditions of Corporate Governance are made part of this Annual Report. Anote on the Companys corporate sustainability initiatives is also included.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Details of conservation of energy, technology absorption and foreign exchange earnings andoutgo as per Section 217(1)(e) of the Companys Act, 1956 (the Act) read with the Companies(Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, are given inAnnexure I to this Report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217 (2A) of the Act, read with theCompanies (Particulars of Employees) Rules, 1975 as amended, regarding employees is givenin 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 Standardshave been followed along with proper explanations relating to material departures.

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

c) That they have taken proper and sufficient care to the best of their knowledge and abilityfor the maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities.

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

DIRECTORSIn accordance with the provisions of the Act and the Companys 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 September2008 and did not nominate any person in his place. The Directors place on record theirappreciation of the valuable services rendered by Mr Chinubhai Shah during his tenure ofDirectorship.

LIC of India nominated Mr B N Samal as their Nominee on the Board with effect from 15thSeptember 2008 in place of Mr N Ramasubramanian. The Directors placed on record theirappreciation of the valuable services rendered by Mr N Ramasubramanian during his tenureof Directorship.


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Mr Ashok Kumar Basu was appointed by the Board as an Additional Director of the Companywith effect from 23rd October 2008. In accordance with Article 90 of the Articles of Associationof the Company and Section 260 of the Act, Mr Basu will hold office up to the forthcomingAnnual General Meeting. Necessary notice in writing has been received from a member underSection 257 of the Act, signifying his intention to propose the appointment of Mr Basu as aDirector of the Company.

Mr Tarun Kumar Daga was appointed as an Additional Director and Executive Director witheffect from 9th March 2009.

Mr B L Raina, Managing Director of the Company would be retiring as the Managing Directorwith effect from the close of business on 16th June, 2009. The Directors would like to placeon 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 turningaround the Company and placing it on the growth path.

On 8th June, 2009 the Board of Directors appointed Mr Tarun Kumar Daga as the ManagingDirector of the Company with effect from 17th June, 2009 upon the retirement of Mr B L Rainaas the Managing Director of the Company. The approval of the Shareholders is being soughtfor the appointment and remuneration payable to Mr Daga as the Managing Director of theCompany for a period of five years.

AUDITORS

The Members are requested to appoint the Auditors and fix their remuneration. Messrs PriceWaterhouse, Chartered Accountants, the retiring auditors have furnished a certificate of theireligibility for re-appointment as required under the Act.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all the employees of the Company for theirpersonal efforts as well as their collective contribution under difficult competitive conditions,during the year under review. Recognized Unions at Jamshedpur and Kolkata have co-operated in an exemplary manner towards achieving the objectives of your Company.

The Directors would also like to thank the shareholders, customers, suppliers, bankers, financialinstitutions, central and state government agencies and all other business associates for theircontinuous support to the Company.

On behalf of the Board of DirectorsB Muthuraman

Mumbai, 8th June 2009 Chairman


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gazetted a Steel Quality Control Order in February 2009 but later dropped its implementation. Thecustoms duty for import of tinplate into India continues to remain at a very low level of 5% and infact for a brief period in 2008 it was even made zero. The business has also been impacted by thechanges in the business environment during past 3-4 years :

l Capacity increases / decreases in Asia / Europe and also considerable variation in realisations overinput raw material costs of Hot Rolled Coils and Tin.

l Very low customs duties for both prime and non prime tinplate imports consequently, importscontinue at very high levels.

l Volatility in foreign exchange rates.

The Company continues to promote consumption of tinplate in India through the Tinplate PromotionCouncil (TPC) and over the years held international tinplate seminars, hosted Awards Nite for Packagingexcellence 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 ownersfor fresh applications for tinplate packaging and developing solutions.

Global tinplate business : Your Company believes that world wide packaging industry growth isdependent on the rate of economic growth of a region / country. Although main consumers havebeen developed nations in Europe, USA & Japan consuming more than 70% of world tinplate, of lateincreasing production / consumption is noticeable in developing economies. The growth at relativelyhigher 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 aswell. With Asia becoming the driver for growth, new capacities are coming up in emerging economieslike China, India and Thailand. Major producers in Europe / USA / Australia and even Asia have initiatedrationalizing of capacities or shift of manufacturing facilities to cost advantageous regions. Withemergence of alternate substrata (tetra pack, pet, plastics), especially for packaging edibles, the tinplateindustry, 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 tocommissioning of the second tinning line at Jamshedpur and procurement of tin mill black plate fromexternal sources. However production at the Cold Rolling Mill was slightly lower as compared toprevious year mainly due to cuts in production to reduce working capital in response to the slowdown in the second half of FY 0809, especially December 2008 / January 2009

FY06 FY07 FY08 FY09

151521157431

168133185572

FY06 FY07 FY08 FY09

177446178841 185246 181523

ETP Production (MT) CRM Production (MT)


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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 Companys 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 buyers

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 demandrecession 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 2008-

09 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).


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The increase in Depreciation to Rs. 2805.76 lakhs from Rs. 2259.92 lakhs is mainly due todepreciation of Rs. 487 lakhs on ETL- 2 commissioned during the year. The increase in interestfrom Rs.1263.76 lakhs to Rs. 2508.57 lakhs is mainly due to the interest on loan from Tata SteelLtd.

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 growthand 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 primarilydependent on consumption from food and beverage industry. The Ministry of FoodProcessing, Government of India has been continuously encouraging the growth of theprocessed food industry thru policy interventions and Food Safety/Standards enactment.

l Tinplate Industry strives to remain competitive vis--vis alternate media thru lightweighing i.e. introducing thinner products and lower tin coated products for similarapplications for enhancing customer competitiveness. Your Company has the capabilityto produce Double Reduced Tinplate products which are thinner compared toconventional Tinplate products.

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 tinplateprices, results in considerable erosion in margins.

l In developed economies use of certain categories of tin mill products are banned forpacking processed edibles but products from these countries are being dumped into Indiaand 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 othersubstitute packaging media.

l Statutory duty changes.

INTERNAL CONTROLS AND SYSTEM

The Company has in place adequate systems of internal controls and procedurescommensurate with the size and nature of business. The effectiveness of the internal controlis continuously monitored by Internal Audit Department of the Company. Your company haswell structured Internal Control manuals, which are revised periodically and provides fordocumented procedures covering all financial and operating functions. The Internal Auditsmain objective is to review the reliability and integrity of information, compliance with policiesand regulations, evaluate and improve the effectiveness of risk management, internal controland governance processes, and the processes for safeguarding of assets, as well as to makesuggestions for improvements in economical and efficient utilisation of resources. The scope


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and authority of Internal Audit Department is derived from Audit Charter approved by AuditCommittee. Your Companys Audit Committee is chaired by an Independent Director.

The scope of the audit activity is broadly guided by the Annual Audit Plan developed by yourCompanys Internal Audit Department and approved by the Audit Committee. The AuditCommittee meets regularly and reviews the reports submitted by the Internal AuditDepartment. All significant audit observation and follow up actions thereon are reported toAudit Committee.

The Audit Committee also reviews with the Statutory Auditors regarding adequacy of theCompanys internal control systems and their observation on the financial reports. The AuditCommittees observations and recommendations are acted upon by the Management.

RISKS AND CONCERNSRisk Management is a structured and disciplined approach to manage enterprise risk. TheCompany recognise Risk Management as a integrated and process oriented approach formanaging all key business risks. Your Company has a structured Risk Management process andaligned to the strategic objective of your Company. In terms of Clause 49 of the ListingAgreement with the Stock Exchanges, the Risk Assessment and Minimization Procedure hasbeen 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 ManagementProcess. The Committee has the Managing Director as Chairman and all the functional headsas its members. The Chief Internal Auditor (CIA) has been designated as facilitator. Sub-Committees have been formed for each of the functional areas who are the Risk Owners. Allthe sub-committees meet periodically and review the inherent risks in their areas and the sameis forwarded to CIA who compiles the risks at enterprise level.

The identified risks are prioritized in terms of Likelihood and Impact after discussion with theRisk Owners and ranking assigned to each risk in terms of High/Medium/Low. Existing controlsystems 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 asResidual Risk if the mitigation process is inadequate. The Residual Risks in the High categoryare reported to Executive Committee periodically for review. Thereafter Executive Committeereports its findings to the Board half yearly. Every quarter all sub-committees review theidentified risks for addition / deletion or change in risk category and CIA updates the RiskRegister accordingly and submits its report to Executive Committee for review.

An effective combination of the policies and procedures, as outlined above, adequatelyaddresses the various risks associated with your Companys business. Audit Committee of yourcompany periodically reviews the risk management framework and policies of the Companyto effectively address the emerging challenges in a dynamic business environment.

ENVIRONMENT MANAGEMENT

Your Company focuses improving sustainability through adherence to eco-friendly practicesin 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 Harvestingby installation of re-charge wells in the Hospital, second tinning line, proposed second coldrolling mill and installation of Belt Press Filter in the Effluent Treatment Plant are some initiativesalready undertaken towards eco-friendly practices.


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The Company has adopted the Code of Conduct of CII for Ecologically Sustainable BusinessGrowth. The Company is addressing climate change through carbon footprint studies anddeveloping road map for carbon abatement. Enhanced use of renewable energy by installationof Solar water heating systems at Hospital & Canteen and replacement of ICL lamps are someof the initiatives already taken.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible citizen, your Company is focusing on Inclusiveness & Affirmative Action andis reporting its societal performance under the Global Reporting Initiatives on Economic,Environmental and Social performance. The Company has signed the Code of Conduct of CIIfor Affirmative Action - tribal girls are given training on midwife programs in the TinplateHospital which is a unique feature, training for employability, developing entrepreneurs and

equity at work place. Your Company is undertaking community development in villages aroundJamshedpur.

HUMAN RESOURCE MANAGEMENT

Your Company is investing in training and development to create a satisfied, engaged workforceand develop a competitive workforce for growth. Developing employees, for running andchanging the organization, has enabled to achieve increasing levels of performance. Therecognised Unions of the Company, based at Jamshedpur and Kolkata have played a veryconstructive role in shaping the future of the Company and they have co-operated in anexemplary manner towards achieving the objectives of your Company.

REWARDS AND RECOGNITIONS

During the year under review the Companys processes and systems have won many accoladesand 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 yearafter winning the JRDQV Award in 2007, when it was conferred with the prestigious CII-EximBank Prize on 6th November 2008, at Bangalore.

CAUTIONARY STATEMENT

Statements in Management Discussions & Analysis describing the Companys objectives,projections, estimates, expectations may be forward looking statement within the meaningof applicable securities laws and regulations. Actual results could differ materially from thoseexpressed or implied. Important factors that could make a difference to the Companysoperations include economic conditions affecting demand/and price condition in the domesticand 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 forwardlooking statements on the basis of any subsequent development, information or event.


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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 Companys 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 (Auditors Report) Order, 2003 as amended by the Companies

(Auditors Report) Order, 2004 issued by the Central Government of India in terms of sub-

section (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.


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3.3 [a] The Company has not granted any loans, secured or unsecured to companies, firms orother 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 theinformation 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 Governmen t of India has not prescri bed 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 wh ich have no t been d eposited on

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account of dispute other than certain disputed Sales Tax, Excise Duty and Customs Dutydues, the details of which are as follows :

Name of theStatute

Nature of theDues

Amount(Rs. in lakhs)

Period to whichthe amount

related

Forum wheredispute is pending

Central Sales

Tax Act 1956/

Local Sales

Tax Act

Demand

against Regular

Assessment

148.09 1996-97, 1998-99,

1979-80, 2001-02,

2002-03, 2004-05,

2005-06

Joint Commissioner

Commercial Taxes

(Appeals)

-Do- 2,124.46 1994-95 to 96-97

1999-00

1999-00, 2001-02,

2002-03

2003-04

Commissioner

Commercial Taxes

-Do- 534.89 1993-94, 1994-95,

1997-98

Commercial Taxes

Tribunal

Demand againstPenalty and

Interest

136.61 1986-87 Commercial TaxesTribunal

Central Excise

Act 1944

Disputed dues 174.14 1994-95, 1999-00,

2000-01, 2003-04,

2005-06

Customs, Excise andService TaxAppellate Tribunal

Penalty on

disputed dues

2 82. 25 1994-95, 1999-00,

2000-01, 2003-04,

2005-06

Customs, Excise andService TaxAppellate Tribunal

Customs Act1962

Dispute on

Customs Duty

215.92 1984 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.

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3.12 The Company has not granted any loans and advances on the basis of security by way ofpledge 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 andother investments.

3.15 In our opinion and according to the information and explanations given to us, the Companyhas not given any guarantee for loans taken by others from banks or financial institutionsduring the year.

3.16 In our opinion and according to the information and explanations given to us, on an overallbasis, 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 opinionand according to the information and explanations given to us, there are no funds raised onshort 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 companiescovered 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 ofcreation 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 outin accordance with the generally accepted auditing practices in India, and according to theinformation and explanations given to us, we have neither come across any instance of fraudon or by the Company, either noticed or reported during the year, nor have we been informedof 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 ourknowledge 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 withby 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 FlowStatement dealt with by this report comply with the applicable accounting standardsreferred 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 recordby the Board of Directors, none of the directors are disqualified as on 31st March, 2009from being appointed as a director in terms of clause (g) of sub-section (1) of Section274 of the Act;

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[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 thatdate.

P. Law

Partner,

Membership Number 51790

For and on behalf of

Place : Mumbai PRICE WATERHOUSE

Date : 8th June, 2009 Chartered Accountants

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BALANCE SHEET AS AT 31ST MARCH, 2009 As at As at31st March, 2009 31st March, 2008

Rupees RupeesSchedule Lakhs Lakhs

SOURCES OF FUNDSSHAREHOLDERS FUND

Share Capital 'A' 14,125.43 14,125.43Reserves and Surplus 'B' 4,604.07 3,079.72

18,729.50 17,205.15LOAN FUNDS 'C'

Secured Loans 27,198.39 14,172.22Unsecured Loans - 7,000.00

27,198.39 21,172.22

Deferred Tax Liabilities (net) (Note 16 of Schedule P) 2,674.46 -TOTAL 48,602.35 38,377.37

APPLICATION OF FUNDS

FIXED ASSETS 'D'

Gross Block 69,463.07 47,606.84

Less : Depreciation 26,057.51 23,254.32

Net Block 43,405.56 24,352.52Capital Work-in-Progress 2,712.31 16,346.00

46,117.87 40,698.52

INVESTMENTS 'E' 22.83 22.83

DEFERRED TAX ASSETS (net) [Note 16 of schedule 'P'] - 49.85

CURRENTS ASSETS, LOANS AND ADVANCESInventories 'F' 3,858.05 1,670.97Sundry Debtors 'G' 3,040.02 1,454.09Cash and Bank Balances 'H' 823.09 76.01Other Current Assets 'I' 356.39 1,155.36Loans and Advances 'J' 10,272.28 5,183.18

18,349.83 9,539.61LESS : CURRENT LIABILITIES AND PROVISIONS

Liabilities 'K' 12,495.37 12,474.68Provisions 'L' 3,392.81 671.35

15,888.18 13,146.03

Net Current Assets 2,461.65 (3606.42)

MISCELLANEOUS EXPENDITURE (Note 5 of Schedule 'P') - 1,212.59

(To the extent not written off or adjusted)

TOTAL 48,602.35 38,377.37

NOTES ON ACCOUNTS 'P'

This is the Balance Sheet referredto in our report of even date

(P Law)PartnerMembership Number : 51790For and on behalf ofPrice WaterhouseChartered Accountants

Mumbai, 8th June, 2009

The schedules referred to aboveform an integral part of Balance Sheet.

On behalf of the Board

B MuthuramanChairman

B L RainaManaging Director

S KarCompany Secretary

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PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2009For the For theyear ended year ended

Schedule 31st March, 2009 31st March, 2008Rupees Rupees

Lakhs Lakhs

INCOME

SALES 31,711.72 19,251.53

CONVERSION CHARGES 33,805.83 20,243.43

EXPORT INCENTIVE 938.64 736.79

66,456.19 40,231.75

LESS : EXCISE DUTY ON SALES 427.18 347.73

SALES AND CONVERSION CHARGES (NET) 66,029.01 39,884.02

OTHER INCOME M 1,048.91 1,154.85

67,077.92 41,038.87

EXPENDITURE

MANUFACTURING AND OTHER EXPENSES N 55,496.37 36,707.61

DEPRECIATION 2,805.76 2,259.92

INTEREST O 2,508.57 1,263.76

60,810.70 40,231.29

PROFIT BEFORE TAX 6,267.22 807.58

PROVISION FOR TAXATION (Note 16 of Schedule P)

CURRENT TAXATION 703.00 84.13

Less : MAT CREDIT 703.00 - -

DEFERRED TAXATION (NET ) 2,724.31 278.96

FRINGE BENEFIT TAX 62.73 50.00(including Rs. 2.73 Lakhs for earier years)

PROFIT AFTER TAX 3,480.18 394.49

BALANCE BROUGHT FORWARD FROM PREVIOUS YEAR 3,066.45 2,671.96

AMOUNT AVAILABLE FOR APPROPRIATIONS 6,546.63 3,066.45

APPROPRIATIONS :

PROPOSED DIVIDEND

ON PREFERENCE SHARES 1,311.80 -

ON EQUITY SHARES 359.92 -

TAX ON DIVIDEND 284.11 -

GENERAL RESERVE 87.00 -

BALANCE CARRIED TO BALANCE SHEET 4,503.80 3,066.45

6,546.63 3.066.45

Earnings per Share (Note 21 of Schedule P)

- Basic and Diluted (Rs.) 6.76 1.36

NOTES ON ACCOUNTS P

This is the Balance Sheet referredto in our report of even date

(P Law)PartnerMembership Number : 51790For and on behalf ofPrice WaterhouseChartered AccountantsMumbai, 8th June, 2009

The schedules referred to aboveform an integral part of Balance Sheet.

On behalf of the Board

B MuthuramanChairman

B L RainaManaging Director

S KarCompany Secretary

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SCHEDULES FORMING PART OF THE BALANCE SHEETAs at As at

31st March, 2009 31st March, 2008Rupees Rupees

Lakhs LakhsA SHARE CAPITALAUTHORISED :

1,26,50,000 Preference Shares of Rs. 100/- each 12,650.00 12,650.0020,00, 00,000 Equity Shares of Rs. 10/- each 20,000.00 20,000.00

32,650.00 32,650.00ISSUED AND SUBSCRIBED :

1,12,33,000 8.50% (12.50% up to 15th January, 2009) 11,233.00 11,233.00Non Cumulative Optionally ConvertiblePreference Shares of Rs. 100/- each [Note (a) below]

2,90,05,800 Equity Shares of Rs. 10/- each 2,900.58 2,900.5814,133.58 14,133.58

PAID UP :1,12,33,000 8.50% (12.50% up to 15th January, 2009) 11,233.00 11,233.00

Non Cumulative Optionally ConvertiblePreference Shares of Rs. 100/- each [Note (a) and (b) below]

2,87,93,901 Equity Shares of Rs. 10/- each fully paid up 2,879.39 2,879.39[Notes (c) and (d) below]

2,879.39 2,879.39

Add : Forfeited Shares (Amount originally paid up) 13.04 13.04

2,892.43 2,892.43

Total 14,125.43 14,125.43Notes :

(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 20123,98,000 Nos after 2013

10,54,000 Nos after 2014

1,12,33,000

Rupees RupeesLakhs Lakhs

(c) Equity Shares issued by way of fully paid up Bonus Shares out of General Reserve4,25,000 Equity Shares of Rs. 10/- each in restoration of Capital previously Written-off 42.50 42.50

15,00,000 Equity Shares of Rs. 10/- each 150.00 150.00

19,25,000 192.50 192.50

(d) 32,55,750 Equity Shares of Rs. 10/- each issued to Financial 325.58 325.58Institutions on Conversion of Loans and Accrued Interest

10,00,000 Equity Shares of Rs. 10/- each issued to Tata Steel on conversion of Accrued Interest 100.00 100.00

42,55,750 425.58 425.58

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

B RESERVES AND SURPLUSCAPITAL RESERVE

Balance as per last account 5.03 5.03SECURITIES PREMIUM ACCOUNT

Balance as per last account 8.24 8.24GENERAL RESERVE

Transferred from Profit and Loss Account 87.00

87.00

PROFIT AND LOSS ACCOUNT : CREDIT BALANCE 4,503.80 3,066.45

4,604.07 3,079.72

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SCHEDULES FORMING PART OF THE BALANCE SHEET (Contd.)Security As at As at

as per 31st March, 2009 31st March, 2008Note Rupees Rupees

Lakhs Lakhs

C LOAN FUNDSSecured Loans

From Financial Institutions :Rupee Term Loans 1 257.04 1,422.41

From Banks :Rupee Term Loans 2 3,241.16 4,617.63Foreign Currency Term Loans 2 217.75 269.99

From Bodies Corporate :

Term Loan 3 (i) 18,000.00 Bridge Loan 3 (ii) 1,100.00

22,815.95 6,310.03

Cash Credit/Working Capital Term Loans from Banks :Rupee Loans 4 2,097.49 1,940.56Foreign Currency Loan 4 1,178.10Buyers Credit 4 2,284.95 4,743.53

4,382.44 7,862.19

27,198.39 14,172.22

Unsecured LoansInter Corporate Deposits (Short Term) [Note 3 (i) below] 7,000.00

7,000.00

NOTES :

(1) Term Loan from Financial Institutions :

Loans from Financial Institutions are secured by Joint Equitable Mortgage on the Companys immovable properties, bothpresent and future at Jamshedpur in the State of Jharkhand and additionally secured by way of charge on all theCompanys movable assets except book debts, both present and future, ranking pari-passu amongst themselves andsubject to prior charge jointly in favour of the Companys 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 onthe Companys immoveble properties both present and future, at Jamshedpur in the state of Jharkhand andadditionally secured by a hypothecation of the whole of the movable properties of the Company includingmovable plant and machinery, spares, tools and accessories and other movables both present and future exceptbook 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 & Machineryof 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 Companys immovable propertiesboth present and future at Jamshedpur in the State of Jharkhand excluding residential properties and landappurtenant thereto and additionally secured by way of first charge on all the Companys movables assetssituated at Golmuri, Jamshedpur both present and future and subject to a prior charge in favour of the CompanysBankers 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 Companys immovableproperties viz bungalows with outhouses and land appurtenant thereto officers flats and labour quarters totaling1666 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 byhypothecation of Raw Materials, Finished Products, Work-in-Process, General Stores and Book Debts by way of firstcharge in favour of Union Bank of India, State Bank of India and The Honkong and Shanghai Banking CorporationLtd. and HFDC Bank Ltd. ranking pari-passu.

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SCHEDULES FORMING PART OF THE BALANCE SHEET (Contd.)

D FIXED ASSETS

Gross BlockAt Cost Depreciation Net Block

As a t Additions Disposals/ As at As at For the On As at As at As at31st During Adjustment 31st 31st Year Disposals/ 31st 31st 31st

March the During March March Adjustment March March MarchDescription 2008 Year the Year 2009 2008 2009 2009 2008

Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees

Lakhs Lakhs Lakhs Lakhs Lakhs Lakhs Lakhs Lakhs Lakhs Lakhs

Land 86.94 86.94 86.94 86.94

Site, Water and Drainage 175.71 213.27 388.98 45.04 4.39 49.43 339.55 130.67

(Note 1 below)

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

Plant and Machinery

(Note 3 below)

Own 39,904.62 16,773.21 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) 621.52 621.52 16.36 16.36 605.16

Railway Track and

Rolling Stock 36.46 36.46 36.46 36.46

Motor Vehicles 227.13 3.32 223.81 98.60 18.78 2.10 115.28 108.53 128.53

Furniture, Fittings and

Office Equipments 339.70 5.53 0.23 345.00 234.49 11.44 0.22 245.71 99.29 105.21

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 :

(Rs./Lakhs)Due Total minimum lease payments Interest Present value of Minimum

outstanding as at 31-03-2009 lease payments

Within One year 151.32 39.73 111.59

(31.3.2008 Rs. Nil) (31.3.2008 Rs. Nil) (31.3.2008 Rs. Nil)

Later than one year and 412.20 64.51 347.69

not later than five years (31.3.2008 Rs. Nil) (31.3.2008 Rs. Nil) (31.3.2008 Rs. Nil)

Later than five years 113.74 8.36 105.38


Total 677.26 112.60 ** 564.66 *


* included in Sundry Creditors

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

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SCHEDULES FORMING PART OF THE BALANCE SHEET (Contd.)As at As at


Lakhs Lakhs

E INVESTMENTSLong Term (Other than Trade)

Unquotedat cost or under250 Ordinary Shares of Rs. 100/- each of Bihar State

Financial Corporation - Fully Paid up 0.25 0.255% Non-Redeemable Debenture Stocks, 1957 in

Woodlands Hospital and Medical Research

Centre Limited - Fully Paid up 0.08 0.0820,000 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 inRujuvalika Investments Limited - Fully paid up 22.50 22.50

22.83 22.83F INVENTORIES

At cost or net realisable value whichever is lowerFinished Products 467.61 72.71Raw Materials 1,866.02 4.11Work-in-Process 581.74 625.44

At or under costStores & Spares 936.82 966.68At estimated net realisable value

Scraps 5.86 2.03

3,858.05 1,670.97G SUNDRY DEBTORS

Debts outstanding for a period exceeding six months :Unsecured considered good 66.43 201.02

considered doubtful 923.80 925.90

990.23 1,126.92

Other debts :Unsecured considered good 2,973.59 1,253.07

2.973.59 1,253.07

3,963.82 2,379.99Less : Provision for doubtful debts 923.80 925.90

3,040.02 1,454.09

H CASH AND BANK BALANCES

Cash in Hand 2.46 4.54

With Scheduled Banks :

Current Accounts 811.75 62.53

Unpaid Dividend 8.88 8.94

823.09 76.01

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31st March, 2009 31st March, 2008

Rupees Rupees

Lakhs Lakhs

I OTHER CURRENT ASSETS

(Unsecured)

Miscellaneous Deposits 88.37 81.69

Sales Tax Refund Receivable under Bihar Industrial Policy, 1995 304.63 304.63

(Refer Note 3 of schedule P)

Export Incentive [Refer Note 1(b)(ii) of Schedule P] 171.12 691.97

Deposit with Customs and Excise Authorities 92.27 77.07

As at As at


Note

Considered Good 356.39 1,155.36

Considered Doubtful 300.00 -

656.39 1,155.36

656.39 1,155.36

Less : Provision for doubtful Other Current Assets 300.00 -

356.39 1,155.36

J LOANS AND ADVANCES

(Unsecured)

Advances recoverable in cash or in kind or for value to be received* 7,741.94 3,684.06

Advance payments and tax deducted at source

(Includes Fringe Benefit Tax Rs. 278.89 Lakhs,

31.03.2008 : Rs. 236.35 Lakhs) 1,384.34 957.55

MAT Credit Entitlement 1,386.00 683.00

As at As at


NoteConsidered Good 10,272.28 5,183.18

Considered Doubtful 240.00 141.43

10,512.28 5,324.61

10,512.28 5,324.61

Less : Provision for doubtful advances 240.00 141.43

10,272.28 5,183.18

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)

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Lakhs LakhsK LIABILITIES

Sundry Creditors :Outstanding dues to micro and small enterprises 1.53 1.09(Refer Note 7 of Schedule P)Others 11,054.49 10,875.92

Advances from Customers 452.27 544.18Compensation for Voluntary Retirement Scheme 12.83 17.53Compensation for Early Separation Scheme 964.39 993.81

(Includes Rs. 180.39 lakhs payable within one year,31.03.2008 : Rs. 191.3 Lakhs)

Interest accrued but not due on loans 0.98 33.21Investor Education and Protection Fund shall be credited by thefollowing amount namely.Unpaid Dividend (not due as at year end) 8.88 8.94

12,495.37 12,474.68

L PROVISIONS

Provision for Income Tax 1,138.00 435.00Provision for Fringe Benefit Tax 298.98 236.35Proposed Dividend 1,671.72 Tax on Dividend 284.11

3,392.81 671.35

SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT

For the For theyear ended year ended


Lakhs Lakhs

M OTHER INCOMEDividend Income from Long Term InvestmentOther than trade 2.06 1.72

Interest on Deposits and Others 12.82 20.47

Profit on Sale of Fixed Assets (Net) - 0.26Insurance Claims - 24.83

Income from Tinplate Hospital 360.41 353.01

Exchange Gain (net)* - 106.99

Sales of Scrap (Other than operation) 511.11 418.78

Liability/Provision no longer required written back - 47.02

Provision for Doubtful Debts no longer required written back (net) 2.10 37.65

Miscellaneous Income 160.41 144.12

1,048.91 1,154.85

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

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SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT (Contd.)For the For the

year ended year ended31st March, 2009 31st March, 2008

Rupees RupeesLakhs Lakhs

N MANUFACTURING AND OTHER EXPENSES

Raw Materials Consumed 7,147.61 1,449.98

Purchased Finished Goods 24,702.16 16,860.52

Salaries, Wages and Bonus etc. (Note 6 on Schedule P) 6,144.94 4,955.09Companys Contribution to/under Provident Funds 219.66 184.29Superannuation Funds 214.81 175.62Employees Pension Scheme 102.36 102.91

Staff Welfare Expenses 623.32 483.657,305.09 5,901.56

Other Expenses :Stores and Spare Parts Consumed 4,287.93 3,174.17Power, Fuel and Water 5,204.32 4,555.75Repairs to Buildings 416.94 249.41Repairs to Machinery 1,843.91 1,230.25Rent 97.64 89.38Rates and Taxes 81.16 53.37Insurance Charges 59.10 43.34Directors Sitting Fees 3.95 4.70Computer Maitenance 89.67 78.17

Travelling and Conveyance Expenses 367.80 241.00Postage and Telephone Charges 60.94 54.49General Expenses 805.60 532.29Freight, Handling and Sales Expenses 2,292.15 1,766.51

Rebate and Discount 170.36 21.06Exchange Loss (net) 409.69 Loss on Sale of Fixed Assets 0.28 Excise Duty Charge/(Credit) on Sale of Scrap 110.71 16.57(other than operation) Inventories etc.Provision for doubtful advances and other 398.57 current assetsBad Debts Written off 11.45

16,712.17 12,110.46

Decrease/(Increase) in Stocks of Finished Products,Work-in-Process and Scrap :Opening Stock 700.18 1,153.49Less : Closing Stock (1,055.21) (700.18)

(355.03) 453.31

Total 55,512.00 36,775.83

Less : Expenses transferred to Fixed Assets (15.63) (68.22)Less: Expenses on trial production for Second ElectrolyticTinplate Line transferred to Fixed Assets (188.22) Add : Sales of trial products (net) transferred to Fixed Assets 188.22

55,496.37 36,707.61

Work-in-Process includes value additions on account ofRaw Materials on Conversion account. arrived at after considering loss on cancellation offorward exchange contract of Rs. 65.00 Lakhs (2007-08 : Rs. Nil)

O INTERESTOn Term Loans 556.94 740.06On Cash Credit/Working Capital Term loans 400.67 199.58On Others (net of interest received Rs. 24.58 Lakhs, 2007-2008 : Rs. 24.91 Lakhs) 1,550.96 324.12

2,508.57 1,263.76

net of interest capitalised during the year Rs. 621.58 Lakhs (2007-08 : Rs. 353.68 Lakhs)

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SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSSACCOUNT

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 applicableac

Documents

Objective of Cvm Tcil