Tata Steel Long Products Ltd Directors Report.

To the Members,

Your Directors take pleasure in presenting the 4th Integrated Report (prepared as per the framework set forth by the International Integrated Reporting Council) and the 39th Annual Accounts on the business and operations of Tata Steel Long Products Limited (TSLP or Company), along with the summary of the standalone financial statements for the year ended March 31, 2022.

A. Financial Results

(Rs. crores)
Particulars 2021-22 2020-21
Revenue from operations 6,801.63 4,749.87
Total expenditure before finance cost, depreciation 5,624.08 3,651.45
Operating Profit 1177.55 1,098.42
Add: Other income 137.51 78.23
Profit before finance cost, depreciation, exceptional items and taxes 1315.06 1,176.65
Less: Finance costs 109.96 234.63
Profit before depreciation, exceptional items and taxes 1205.10 942.02
Less: Depreciation and amortisation expenses 319.58 327.19
Profit/(Loss) before exceptional items & tax 885.52 614.83
Add/(Less): Exceptional Items (27.14) -
Profit before taxes 858.38 614.83
Less: Tax Expense 228.51 42.86
(A) Net Profit/(Loss) for the Period 629.87 571.97
Total Profit/(Loss) for the period attributable to:
Owners of the Company 629.87 571.97
Non-controlling interests - -
(B) Total other comprehensive income (0.74) 5.31
(C) Total comprehensive income for the period [A + B] 629.13 577.28
Retained Earnings: Balance brought forward from the previous year 192.02 (379.95)
Add: Profit for the period 629.87 571.97
Add: Other movements within equity - -
Balance 821.89 192.02
Which the Directors have apportioned as under to:-
(i) Dividend on Ordinary Shares 22.55 -
(ii) Tax on dividends - -
Total Appropriations 22.55 -
Retained Earnings: Balance to be carried forward 799.34 192.02

Note: There is no subsidiary of the Company as on the closing date of financial year 2021-22. Accordingly, financial result is prepared on standalone basis and not comparable with previous financial year on consolidated basis.

1. Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (SEBI Listing Regulations) the Board of Directors of the Company (the Board) formulated and adopted the Dividend Distribution Policy (the Policy).

The Policy is available on our website at https://www. tatasteellp.com/storage/2021/09/Dividend-Distribution- Policy_TSLP_Revised.pdf

2. Dividend

For Financial Year 2021-22, the Board has recommended a dividend of Rs.12.50/- per equity share (previous year: Rs.5.00/- per equity share).

The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy and dividend will be paid out of the profits for the year.

The dividend on Equity Shares is subject to the approval of the Shareholders at the Annual General Meeting (AGM) scheduled to be held on Tuesday, July 12, 2022, and will be paid on and from Saturday, July 16, 2022.

Based on the Equity Shares as on the date of this report, the dividend, if approved would result in a cash outflow of Rs.56.38 crores. The dividend on Equity Shares is 125% of the paid-up value of each share. The total dividend payout works out to 8.95% (Previous year: 3.94%) of the net profit of FY 2021-22.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective April 1, 2020, and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

The Register of Members and Share Transfer Books of the Company will remain closed from Friday, July 1, 2022, to Tuesday, July 12, 2022 (both days inclusive) for the purpose of payment of dividend and AGM for the financial year ended March 31, 2022.

3. Transfer to Reserve

The Board of Directors has decided to retain the entire amount of profit, remaining after payment of dividend, for FY 2021-22 in the statement of profit and loss.

4. Capex and Liquidity

During the year under review, the Company has spent Rs.91.92 crores on capital projects; largely towards environment and sustenance projects.

The Companys liquidity position is Rs.13,766.98 crores as on March 31, 2022, comprising of Rs.12,639.58 crores in cash and cash equivalent and balance in undrawn credit lines.

5. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required in terms of the SEBI Listing Regulations is annexed to this Report (Annexure 1).

B. INTEGRATED REPORT

In continuation with our commitment to stakeholders, in Financial Year 2017-18, we transitioned from compliance- based reporting to governance-based reporting by adopting the <IR> framework developed by the International Integrated Reporting Council (now known as Value Reporting Foundation).

Our 4th Integrated Report highlights the measures taken by the Company towards inorganic growth that contributes towards long-term sustainability and value creation, while embracing different skills, continuous innovation, sustainable growth and a better quality of life.

C. Operations and Performance

The second wave of COVID-19 pandemic struck like a storm in the very first quarter of FY22 throughout the country with record number of infections. While India was facing issue of limited medical oxygen availability due to high demand, steel plants played a crucial role in strengthening Indias fight against COVID by diverting industrial oxygen to healthcare centers. This led to a throttled production for the steel plants, but the company remained resilient and was able to achieve higher than planned sales enabled by scenario-based approach, advanced planning and exploring export option. Later from Q2 FY22, when demand picked up and oxygen availability improved, your Company was able to ramp up its production and achieved highest ever rolled product sales after acquisition of steel business of Usha Martin Limited. During FY22, your Company produced 684 KT of crude steel (6% growth y-o-y) and 672 KT of rolled products witnessing an increase of 26% on y-o-y basis. 839 KT of DRI was produced in FY22 registering a 5% y-o-y growth. Constant efforts of debottlenecking and increasing yield of steel making unit have reaped benefits. Rolled product deliveries stood at 646 KT, 22% y-o-y growth, enabled by market demand and robust customer approval pipelines built over last two years. Special steel sales mix increased to 75% in FY22 as against 60% in FY21 reaffirming companys focus on value maximisation through product portfolio enrichment. DRI sales got limited to 594 KT because of the higher internal consumption by Gamharia unit.

While operational robustness was visible in the companys performance in FY22, your company has also demonstrated its endeavor to exceed customers expectation through number of initiatives viz. i) Reduction in customer complaints to benchmark level; ii) Launch of customer service team for key customers to enhance engagement and provide quick resolution of their issues; and iii) Development of new products. Your Company has also put in-place effective strategies to create a constructive work culture that values and care for employees. In FY22, company rolled out policies like Jyotishmati program, WIN (Women Interactive Engagement) and RISE policy to promote diversity and inclusion. Corporate brand building also gained significant momentum in FY22 through improved presence and followers on social media coupled with digitalising the platform for customers and vendors. In addition, volunteerism is getting actively visualised across the company with enthused participation by employees and their families.

D. Key Developments

a. Acquisition of Neelachal Ispat Nigam Limited

During the year under review, your Company has been identified as the winner of the bidding process to acquire a 93.71% equity stake in the Neelachal Ispat Nigam Limited (NINL) in accordance with the process being run by Department of Disinvestment & Public Asset Management (DIPAM), Government of India. NINL represents a critical and strategic acquisition for your Company with around one million tons per annum of steelmaking capacity, 2500 acres of land for future growth and iron ore reserves of around 100 million tonnes. After completion of the acquisition process, NINL will become the core of your Companys growth aspirations, as it is intended to not only restart the one-million ton steel plant expeditiously but also begin work immediately to build a 4.5 million tonnes per annum state of the art long products complex in the next few years, and further expand it to 10 million tonnes per annum by around 2030. As part of the larger Tata Steel ecosystem, the location of NINL complex presents opportunities to leverage synergies with existing infrastructure, bring to bear the best operating practices and expertise in mining as well as project management to create significant value. The Company has a clear strategy to build its business across long products, including branded products, downstream solutions and specialty high-end products. The company will benefit from the significant growth in these areas as India builds greater infrastructure and industrialises at pace through the Atmanirbhar Bharat Program of the Government. This investment also reflects the Tata Groups commitment to the state of Odisha and the communities around our operations. The total consideration of Rs.12,100 Crore reflects the enterprise value (including all recorded liabilities) as part of the acquisition of 93.71% equity stake in NINL. The transaction is expected to be closed within the first quarter of FY 2022-23 as per the process and timelines announced by DIPAM, Government of India.

b. Radhikapur Coal Block

Ministry of Coal ("MoC"), in earlier years, issued notices to the Company for invocation of bank guarantee of 32.50 crores submitted towards performance of conditions for allocation of Radhikapur (East) Coal Block, which was contested by the Company in the Honble High Court of Delhi. Further, in accordance with the directives from the Honble High Court of Delhi, the Company had extended the validity of the bank guarantee up to April 15, 2021 and MoC vide its letter dated August 10, 2021 intimated the Company that based on the recommendations of the Inter-Ministerial Group, it has decided to release the bank guarantee. The aforesaid bank guarantee was returned back during the year ended March 31, 2022, and accordingly, there is no financial impact on the Company in relation to the aforesaid bank guarantee matter.

The Inter-Ministerial Group (IMG), upon hearing the case noted that the delay in exercising performance obligations was not attributable to your Company. IMG also noted that your Company could not start production for the reasons beyond its control and as the BG was linked only with coal productions, they recommended for return of the original BG to the Company, being the prior allottee of the Radhikapur (East) Coal Block.

In view of the aforesaid IMG decision / recommendations, your Company has been released from all liabilities on account of purported delay in achieving the milestones prescribed in the Allocation Letter dated February 7, 2006.

Pursuant to the judgment of Honble Supreme Court of India, the Government of India had promulgated the Coal Mines (Special Provision) Rules, 2014 and subsequent amendments ("Rules"), for allocation of the coal mines through auction and matters related thereto. In terms of the said Rules, the prior allottee (i. e. the Company) shall be compensated for the expenses incurred towards land and mine infrastructure. As part of 11th tranche of auction under The Coal Mines Act 2015, the Ministry of Coal (MoC) has carried out an auction of the coal block in November 2020 and EMIL Mines and Mineral Resources Limited (EMMRL) was declared as the successful bidder by the Nominated Authority on December 24, 2020. The MoC issued the vesting order dated March 3, 2021 in favour of EMMRL and directed the Company to hand over all the rights/ licenses/ approvals and documents to EMMRL. The Company has handed over the documents in respect of title deeds of land and possession of buildings and other required details on April 6, 2021 to EMMRL in compliance with the vesting order. The Company is pursuing its claim for compensation against the investment made towards land & mine Infrastructure with the appropriate authorities like MoC, Odisha Industrial Infrastructure Development Corporation (IDCO) and Controller of Coal etc. Vide its letters dated September 7, 2021 & December 6, 2021, IDCO has recommended for payment of cost of land along with interest thereon @12% till the date of allotment of the coal block to EMMRL. The Nominated Authority, MoC has conducted a joint meeting with the Company, IDCO & EMMRL on March 4, 2022, to address the issue of compensation payable to prior allotee pertaining to land w.r.t. Radhikapur East Coal Mine. The Company is awaiting decision from MoC on the determination of the just, fair & adequate compensation in respect of the aforesaid amounts incurred by the Company. Based on assessment of the matter by the Company including evidence supporting the expenditure and claim and an external legal opinion obtained by the Company in respect of the recoverability of the amount, no provision is considered necessary.

c. Merger & Amalgamation:

The Board at its meeting held on November 13, 2020, had approved the following schemes of amalgamation:-

1. Scheme of Amalgamation of Tata Metaliks Limited (TML) into and with Tata Steel Long Products Limited (TSLP); and

2. Scheme of Amalgamation of Indian Steel and Wire Products Limited (ISWP) into and with TSLP.

Subsequent to the Boards approval, the Company had filed the respective schemes of amalgamation with the Stock Exchanges, viz. BSE Limited and National Stock Exchange of India Limited on November 14, 2020.

In respect of the scheme of amalgamation of ISWP into the Company, the Company has received letters from Stock Exchanges stating that the SEBI has returned the Scheme observing non-compliance with the securities law provisions.

In respect of the scheme of amalgamation of TML into the Company, the Stock Exchanges have requested the Company for additional information on the scheme and the Company is in the process of appropriately responding to the same.

d. Change in Share Capital Authorised Capital

During the year under review, the Company has increased the Authorised Share Capital of the Company from the existing Rs.2,075 crores divided into Rs.75,00,00,000 (Rupees Seventy Five crores only) equity share capital divided into 7,50,00,000 (Seven crores Fifty Lakh) Equity Shares of 10 each, and Rs.20,00,00,00,000 (Rupees Two Thousand crores only) preference share capital divided into 20,00,00,000 (Twenty crores) Non-Convertible Redeemable Preference Shares of 100 each to Rs.15,375 crores (Rupees Fifteen Thousand Three Hundred and Seventy-five crores) comprising:

• Rs.75,00,00,000 (Rupees Seventy-Five crores only) equity share capital divided into 7,50,00,000 (Seven crores Fifty lakhs) Equity Shares of Rs.10 each; and

• Rs.1,53,00,00,00,000 (Rupees Fifteen Thousand Three Hundred crores only) preference share capital divided into 1,53,00,00,000 (One Hundred and Fifty-three crores) Non-Convertible Redeemable Preference Shares of Rs.100 each; by creation of 1,33,00,00,000 (One Hundred and Thirty-three crores) Non-Convertible Redeemable Preference Shares of Rs.100 each.

Accordingly, the capital clause in the Memorandum and Articles of Association of the Company was suitably altered.

Paid-up Capital

During the year under review, your Company has issued and allotted 1,27,00,00,000 (One Hundred Twenty Seven Crore) Non-Convertible Redeemable Preference Shares ("NCRPS") of face value of Rs.100/- each, aggregating Rs.12,700 crores, carrying a dividend rate of 0.01% p.a., to the Promoter i.e. Tata Steel Limited, on a private placement basis.

There was no other change in the capital structure of the Company.

Credit Rating

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

E. Sustainability

We can define corporate sustainability as the strategy whereby a business delivers its goods and services in a manner that is both environmentally sustainable and supports its economic growth. Apart from this, Corporate sustainability also aims to create long-term stakeholder value through the implementation of a business strategy that focuses on the ethical, social, environmental, cultural, and economic dimensions of doing business. The strategies created are intended to foster longevity, transparency, and proper employee development within business organisations.

The most broadly accepted criterion for corporate sustainability constitutes a firms efficient use of natural capital. This eco-efficiency is usually calculated as the economic value added by a firm in relation to its aggregated ecological impact.

Eco-efficiency coupled with socio-efficiency are concerned primarily with increasing economic sustainability. In this process they instrumentalise both natural and social capital aiming to benefit from win-win situations. Some point towards eco-effectiveness, socio-effectiveness, sufficiency, and eco-equity as four criteria that need to be met if sustainable development is to be reached.

Sustainability is no longer a choice but a business imperative for sustenance and growth. Accordingly, as part of the Companys 2030 strategy, we have defined Sustainability Leadership as one of the strategic objectives. We need to adopt a two-pronged approach to realise our sustainability target. One with strategic intervention to adopt benchmark technology for our facilities to reduce carbon footprint and the second one for cultural changes amongst all our stakeholders to embrace circularity concept i.e. "closing the loop" by focusing on full life cycle resource productivity. Underpinning this approach, the Companys strategies are on low carbon transition, reducing dependence on freshwater consumption, maximising value from waste and exploring opportunities in the circular economy, enhancing biodiversity in the areas where the Company has its operations, building a sustainable and resilient supply chain and customer focused product stewardship.

5S and VWM (Visual Workplace Management) are new initiatives taken this year to improve housekeeping and safety at workplace. TPM circles with defined responsibilities are formed with defined goals to improve workplace. Self-assessment and cross functional audits involving experts from other group companies are conducted regularly to sustain and improve shop floor ambience and safety. Conducting business responsibly is a cornerstone of the Companys strategy and culture. The most important aspect of conducting business is to ensure the total safety across all corners of operations. In spite of taking all requisite steps towards safety, it is with deep regret that we report one fatality that took place at Vijay-II Iron Ore Mines. Keeping in mind the incident, the Company has adopted a holistic approach for its sustainability framework by giving focused impetus in areas of Safety, Health and Environment ("SHE"). Establishing high safety standards and enhancing safety performance at work are among the key priorities of the organisation. Efforts initiated during earlier years on capability building through structured trainings to evolve a mature safety culture is sustained. The Felt Leadership safety training for the employees continues to progress steadily to sensitise and build leadership competence on safety. Other strategies such as demonstration of visible leadership on the shop-floor by identification & elimination of Commonly Accepted Unsafe Practices (E-CAUP) by Senior Leaders; Identification & correction of Fatality Potential unsafe conditions (Safety Observations) by Middle level leaders; Identification & stoppage of fatality & serious injury potential unsafe acts (Site Severity Audits) by front line leaders were sustained to bring a holistic approach in field of safety management. Incident reporting and analysis was made more robust.

We have always believed that protecting the environment in which we operate & live are among our highest priorities. The Company has established an Environmental policy, Climate change policy and Energy policy and key tenants of the policies always guide in identifying and successfully managing the Environmental issues, energy usages, reduction in greenhouse gases ("GHG") and water conservation. Over the years we are continuously focusing on lowering the dust emission and other gaseous pollution from our industry by adopting the state-of-the- art-technologies. The Electro-Static Precipitators (ESP) of captive power plant and sinter plant were recently upgraded to ensure emission much below the standards set by the government.

Fugitive emission is a major challenge at Gamharia plant. To address this concern an engineering study was initiated through a competent agency in syndication with Tata Steel Limited - Jamshedpur Plant ("TSJ"). Study identified major gaps in existing environmental control systems and additional systems/ major upgradation of existing Pollution Control Systems was proposed to reduce PM10 level within acceptable levels. Around 40 projects were identified covering all departments. Estimated capex requirement for executing the projects is Rs.127.78 crores. Board approval for 11 projects under Phase I at an estimated CAPEX of Rs.42.78 Crore is obtained and are under implementation.

For reduction in water consumption, Regular audits and monitoring are done to identify gaps and required engineering solutions are provided to bridge the gaps. Maximising the use of treated effluent water from Effluent Treatment Plant ("ETP") and Sewage Treatment Plant ("STP") was a major de bottle neck project which significantly reduced the freshwater consumption. Apart from this, the replacement of damaged water-cooled duct and combustion chamber of SMS also contributed significantly to achieve the goal in reducing fresh-water consumption.

Your Company continues to adopt several technologies to lower down the CO2 emission and have conceptualised some other best practices for adoption in its steel manufacturing, such as utilisation of waste heat for power generation and use of less carbon intensive substances in steel making, use of char for power generation, scrap charge at SMS etc. The Company believes that new technologies, will be fundamental means for industries to reduce their carbon footprints exponentially to achieve the global targets of climate change and has aligned its goals accordingly. LTP projects such as replacement of furnace oil with NG (natural gas) in mills, reducing dependence on coal-based power generation etc. are actively pursued.

I n one of new initiatives, Life Cycle Assessment (LCA) for finished product was initiated this year. Based on international assessment methodologies, LCA study of finished product was done to evaluate the impact on major environment indices vis. GHG (green-house gas) emission, Acidification and Eutrophication potential, energy and fresh-water consumption.

Corporate Social Responsibility (CSR)

Corporate Social Responsibility at TSLP derives inspiration from its CSR vision "Enriching the lives of people in our operating locations, to build a happy community, through participative and sustainable interventions". The company has always demonstrated its consciousness towards societal care through several programs and projects over the years, with an objective to build an inclusive & harmonious neighbourhood. To provide guidelines in fulfilment of its CSR objective, a CSR Policy has been implemented, which is available on the company website at https://www.tatasteellp.com/storage/2021/12/CSR- Policy-for-circulation.pdf.

During the year, the company has spent Rs.2.99 crores, primarily for addressing the needs of communities located in proximity of its operating locations in Gamharia, Joda & Vijay II Iron-ore Mines. Companys CSR strategic interventions have been divided into 5 primary dimensions-Education, Health & Sanitation, Livelihood, Youth Engagement and Essential Services, besides a few signature projects. Companys CSR initiatives are also aligned with the framework on Affirmative Action (AA) prepared as per the Tata Group guidelines. All the programs are implemented through a set of short and long-term projects and activities and the effectiveness of core programs have also been subjected to an impact assessment study, in spite of not having mandatory applicability at locations where the interventions have matured. Over the past 3 years, the company has been successful in implementing several CSR initiatives, which have impacted the lives of 51,000 people and have also won recognitions in the areas of Social Excellence.

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (Act) and the Rules framed thereunder, is annexed to this report (Annexure 2).

F. Corporate Governance

At TSLP, we ensure that we evolve and follow the corporate governance guidelines and best practices diligently, not just to boost long-term shareholder value, but also to respect rights of the minority. We consider it our inherent responsibility to disclose timely and accurate information regarding the operations and performance, leadership and governance of the Company.

Pursuant to the SEBI Listing Regulations, the Corporate Governance Report along with the Certificate from a Practicing Company Secretary, certifying compliance with conditions of Corporate Governance, is annexed to this Report (Annexure 3).

Meetings of the Board and Committees of the Board

The Board met ten times during the year under review. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. The Committees of the Board usually meet the day before or on the day of the Board meeting, or whenever the need arises for transacting business. Details of composition of the Board and its

Committees as well as details of Board and Committee meetings held during the year under review and Directors attending the same are given in the Corporate Governance Report forming part of this Report.

Selection of New Directors and Board Membership Criteria

The Nomination and Remuneration Committee (NRC) engages with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, finance, governance, and public service. Thereafter, the NRC recommends to the Board the selection of new Directors.

Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgement, ability to participate constructively in deliberations, and willingness to exercise authority in a collective manner. The Company has in place a Policy on Appointment & Removal of Directors (Policy).

The salient features of the Policy are:

• It acts as a guideline for matters relating to appointment and re-appointment of Directors;

• It contains guidelines for determining qualifications, positive attributes of directors, and independence of a Director;

• It lays down the criteria for Board Membership;

• It sets out the approach of the Company on board diversity;

• It lays down the criteria for determining independence of a director, in case of appointment of an Independent Director. During the year under review, there has been no change to the Policy. The Policy is available on the website of the Company at https:/ /www.tatasteellp.com/storage/2021/09/ Policy-on-appointment-and-removal-of-Directors. pdf

Familiarisation Programme for Directors

As a practice, all new Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by the Senior Management giving an overview of the operations, to familiarise the new Directors with the Companys business operations. The new Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board and the major risks and risk management strategy of the Company. Visits to plant and mining locations are organised for the new Directors to enable them to understand the business better.

During the year under review, no new Independent Directors were inducted to the Board. Details of orientation given to the existing independent directors in the areas of strategy, operations & governance, safety, health and environment, and industry trends, are available on the website of the Company at https://www.tatasteellp. com/storage/2022/06/Familiarization-Independent- Directors-2021-22.pdf

Evaluation

The Board evaluated the effectiveness of its functioning, of the Committees and of individual Directors, pursuant to the provisions of the Companies Act, 2013 (Act) and the SEBI Listing Regulations.

The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with the Independent Directors (IDs) and the Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of IDs, the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Director and other NonExecutive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the meeting of the independent directors followed by the meetings of Nomination and Remuneration Committee and the Board, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

Remuneration Policy for the Board and Senior Management

Based on the recommendations of NRC, the Board has approved the Remuneration Policy for Directors, Key Managerial Personnel (KMPs), and all other employees of the Company. As part of the policy, the Company strives to ensure that:

• The level and composition of remuneration is reasonable and sufficient to attract, retain, and motivate Directors of the quality required to run the Company successfully;

• Relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and

• Remuneration to Directors, KMPs, and Senior Management involves a balance between fixed and incentive pay, reflecting short, medium and long-term performance objectives appropriate to the working of the Company and its goals.

The salient features of the Policy are:

• It lays down the parameters based on which payment of remuneration (including sitting fees and remuneration) should be made to Independent Directors and Non-Executive Directors.

• It lays down the parameters based on which remuneration (including fixed salary, benefits and perquisites, bonus/ performance linked incentive, commission, retirement benefits) should be given to whole-time directors, KMPs, and rest of the employees.

• It lays down the parameters for remuneration payable to Director for services rendered in other capacity.

During the year under review, there has been no change to the Policy. The Policy is available on the website of the Company at https://www.tatasteellp.com/ storage/2021/09/Remuneration-Policy-TSLP.pdf

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report (Annexure 4).

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

Directors

During the year under review, there was no change in the Board of Directors of the Company.

Re-Appointment of Directors retiring by rotation

In terms of the provisions of the Act, Mr. T.V. Narendran (DIN: 03083605), Director of the Company, retires at the ensuing AGM and is eligible for re-appointment. The necessary resolution for re-appointment of Mr. Narendran forms part of the Notice convening the ensuing AGM scheduled to be held on Tuesday, July 12, 2022.

The profile and particulars of experience, attributes and skills that qualify Mr. Narendran for Board membership, are disclosed in the said Notice.

Independent Directors Declaration

The Company has received necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as independent directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this report are as follows:-

1. Mr. Ashish Anupam - Managing Director;

2. Mr. Sanjay Kumar Shrivastav - Joint Chief Financial Officer; and

3. Mr. Sankar Bhattacharya - Company Secretary and Compliance Officer.

During the year under review, Mr. S.K. Mishra superannuated and retired as the Chief Financial Officer of the Company effective June 1, 2021. The Board placed and recorded its appreciation for his valuable services rendered during his tenure of association with the Company.

Apart from the above, no other changes took place in the key managerial personnel of the Company since last reporting.

Audit Committee

The Audit Committee is duly constituted as per the provisions of the Act, applicable Rules framed thereunder read with the SEBI Listing Regulations. The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to monitor and supervise the Managements financial reporting process to ensure accurate and timely disclosures with highest levels of transparency, integrity and quality of financial reporting.

The Audit Committee comprises of:-

1. Mr. Srikumar Menon (Chairman)-Independent;

2. Mr. Shashi Kant Maudgal-Independent;

3. Ms. Neeta Karmakar-Independent; and

4. Mr. Koushik Chatterjee - Non-Independent.

During the year under review, there was no instance where the recommendations of the Audit Committee was not accepted by the Board.

Internal Control Systems

The Companys internal control systems commensurate with the nature of its business, the size, and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. Details on the Internal Financial Controls of the Company forms part of Management Discussion and Analysis forming part of this Integrated Report and Annual Accounts 2021-22.

Risk Management

The Company has a Board-level Risk Management Committee of Independent Directors and executive members of Tata Steel with diverse set of expertise. The Committee consists of the board members to oversee the risk management policy, to provide guidelines for implementing the ERM framework and also reviews the key risks and mitigation plan of the Company. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Further details have been covered in the Management Discussion and Analysis Report, which forms part of this report.

Vigil Mechanism

The Company has a well-defined Vigil Mechanism policy in place that provides a formal mechanism for all Directors, employees, business associates and vendors of the Company to approach the Ethics Counsellor/Chairman of the Audit Committee. The mechanism can be availed to make protective disclosures about any unethical behaviour, actual or suspected fraud or violation of the Tata Code of Conduct (TCoC). During the year under review, no person has been denied access to the Chairman of the Audit Committee. In addition, Directors, employees and vendors, may approach the Ethics Counsellor to make any such protected disclosure.

During the year under review, the Company received 24 whistle blower complaints and 4 complaints were pending to be investigated and resolved as at the end of the year. The Vigil Mechanism includes policies viz. Whistle Blower Policy, Gifts Policy, Anti Bribery, Anti-Corruption Policy and Anti Money laundering Policy, as adopted by the Company, which are available on the website of the Company at https://www.tatasteellp.com/corporate- policies/

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

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

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company received no complaints of sexual harassment.

Related Party Transactions:

I n line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions (RPTs) and the same can be accessed on the Companys website at https://www. tatasteellp.com/storage/2022/04/Policy-on-Related- Party-Transactions-1.pdf

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Act. There were material related party transactions entered into by the Company during the year under review.

The disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is annexed to this report (Annexure - 5)

Details of related party transactions entered into by the Company, in terms of IND AS-24 have been disclosed in the notes to the standalone financial statements forming part of this Integrated Report.

Directors Responsibility Statement

Based on the framework of internal financial controls established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors and external agencies including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2021-22.

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

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures;

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

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

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

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Business Responsibility Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility Report (BRR) on initiatives taken from an environmental, social and governance perspective, is annexed to this report (Annexure 6). The said report is also available on the Companys website at https://www.tatasteellp.com/ performance-corporategovernance/

Subsidiaries, Joint Ventures and Associates

The Company had a wholly owned subsidiary i.e. TSIL Energy Limited. The shareholders of TSIL Energy Limited have approved Voluntary Liquidation of the Company on September 25, 2021. The liquidation application is currently pending before the NCLT, Cuttack Bench for approval. As there is no subsidiary as on the date of this report, no separate reporting is made under Form AOC-1.

There is no associate or joint venture company as defined under the Act.

Auditors

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act, read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, Messrs. Price Waterhouse & Co. Chartered Accountants LLP (Firm Registration Number: 304026E / E300009) (PWC), were appointed as statutory auditors from the conclusion of the thirty-fourth Annual General Meeting ("AGM") held on August 4, 2017 for a period of 5 years commencing from the conclusion of the thirty-fourth AGM held on August 4, 2017 until the conclusion of the thirty-ninth AGM of the Company to be held in the year 2022. In terms of the provisions of the Act, an audit firm acting as the statutory auditor of a company is eligible to be appointed as statutory auditors for two terms of five years each. The first term of PWC as statutory auditors of the Company expires at the conclusion of the 39th AGM of the Company scheduled to be held on July 12, 2022. Considering their performance as auditors of the Company during their present tenure, the Audit Committee of the Company, after due deliberation and discussion, recommended the re-appointment of PWC as statutory auditors of the Company for a second term of five years to hold office from the conclusion of the 39th AGM to be held on July 12, 2022 through the conclusion of the 44th AGM of the Company to be held in the year 2027.

The above proposal forms part of the Notice of the AGM for your approval.

The report of the Statutory Auditor forms part of this Integrated Report and Annual Accounts 2021-22. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Cost Auditors

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.

The Board of Directors has, on the recommendation of Audit Committee, has appointed Messrs. Shome & Banerjee, Cost Accountants, (Firm Registration Number: 000001) as Cost Auditor to audit the cost statements of the Company for the year ending March 31, 2023. Messrs. Shome & Banerjee have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the Board, based on the recommendation of the Audit Committee, has approved an increased remuneration to Rs.6.60 lakhs plus applicable taxes and reimbursement of out-of-pocket expenses payable to the Cost Auditors for conducting cost audit of the Company for FY 2022-23. The same is placed for ratification of Members and forms part of the Notice of the AGM.

Secretarial Auditors

Section 204 of the Act, inter alia, requires every listed company to annex to its Boards report, a Secretarial Audit Report, given in the prescribed form, by a Company Secretary in practice.

The Board had appointed Messrs. S.M. Gupta & Co., (Registration no. P1993WB046600) Practicing Company Secretaries, as the Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2021-22 and their report is annexed to this report (Annexure 7). There are no qualifications, observations, adverse remark or disclaimer in the said report.

The Board has appointed Mr. P.V. Subramaniam, a Company Secretary in Whole-time Practice (CP No.2077/ACS 4585) as the Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2022-23.

Annual Return

The Annual Return for FY 2021-22 as per provisions of the Act and Rules thereto, is available on the Companys website at https://www.tatasteellp.com/extracts-of- annual-return/

Significant and Material Orders Passed by the Regulators or Courts

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys future operations. However, Members attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

Particulars of Loans, Guarantees or Investments by the Company

Particulars of loans, guarantees given or investments made during the year under review in accordance with Section 186 of the Act is annexed to this report (Annexure 8).

Energy Conservation, Technology Absorption and Foreign Earnings and Outgo

Details of the energy conservation, technology absorption and foreign exchange earnings and outgo are annexed to this report (Annexure 9).

Deposits

During the year under review, the Company has not accepted any deposits from public in terms of the Act. Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

Acknowledgements

The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic. We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

We thank the Government of India, the State Governments and other regulatory authorities and government agencies for their support and look forward to their continued support in the future.

On behalf of the Board of Directors
Sd/-
T. V. Narendran
Kolkata Chairman
April 19, 2022 (DIN: 03083605)