Tinplate Company of India Ltd Merged Directors Report

To The Members,

The Board of Directors hereby present the 104^th Annual Report of The Tinplate Company of India Limited (‘Company) along with the audited financial statements for the year ended March 31, 2023.

FINANCIAL RESULTS

( Rs. in lakh)

	FY 2022-23	FY 2021-22
Gross Sales/Income	3,95,886	424,951
Total Expenditure	3,74,481	374,935
Operating Profit	21,405	50,016
Add: Other Income	5,554	4,003
Profit before finance cost,	26,959	54,019
depreciation, exceptional items and
taxes
Less: Finance Cost	1,221	820
Profit before depreciation,	25,738	53,199
exceptional items and taxes
Less: Depreciation	6,447	6,080
Profit before exceptional items and	19,291	47,119
taxes
Add: Exceptional Items	–	–
Profit before taxes	19,291	47,119
Less: Taxation Expenses	5,009	11,828
Profit for the period	14,282	35,291
Add: Other Comprehensive Income/	(885)	(710)
Loss (net of taxes)
Total Comprehensive Income	13,397	34,581
Retained earnings Opening Balance	63,348	30,860
Add: Transfer from Equity Revaluation	–	–
Reserve on disposal of Investment
Less: Dividend paid to Equity	4,187	2,093
Shareholders
Less: Tax on Dividends	–	–
Less: Transfer to General Reserve	–	–
Retained Earnings Closing Balance	72,558	63,348

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company (the ‘Board) had formulated and adopted the Dividend Distribution Policy (the ‘Policy) of the Company in compliance with Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (‘Listing Regulations). The Policy is available on the Companys website at https://www.tatatinplate.com/content/pdf/policies/dividend-distribution-policy.pdf

DIVIDEND

The Board has recommended a dividend of _3/- per fully paid-up Equity Share (previous year : 4/- per fully paid-up Equity Share) on

10,46,67,638 Equity Shares of face value of _10/- each for FY 2022-23. The dividend has been recommended by the Board in line with the guidelines laid down by the Dividend Distribution Policy and will be paid out of the profits of the Company.

The dividend on Equity Shares is subject to the approval of the shareholders at the forthcoming Annual General Meeting (AGM) of the Company and if approved, the dividend would result in a cash outflow of _3140.03 lakh. The dividend on Equity Shares is 30% of the paid-up value of each share. The total dividend pay-out works out to 22% (previous year: 12%) of the net profit.

In this connection it is pertinent to mention that 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 shareholders at prescribed rates as per the Income Tax Act, 1961.

TRANSFER TO RESERVE

The Board of Directors have decided to retain the entire amount of profit for the Financial Year 2022-23 in the Statement of Profit and Loss.

CAPEX AND LIQUIDITY

During FY 2022-23 the Company had incurred a capital expenditure of _ 8,115 lakh mostly to upgrade technology and mitigate risks associated with obsolescence, which has been funded through internal accruals.

The Companys liquidity position is _ 93,623 lakh as on March 31, 2023, comprising _ 78,623 lakh in cash and cash equivalent and balance in undrawn credit lines.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the Listing Regulations is incorporated herein by reference and forms an integral part of this report as Annexure 1.

ECONOMIC ENVIRONMENT

Global Economy: Year 2022 has been one of the most challenging years with heightened geopolitical and economic uncertainty. Global economic activity witnessed sharper than expected slowdown due to multiple headwinds such as high inflation, supply realignments led by Russias-Ukraine war and slowdown in Chinese economy due to weak real estate sector. Combination of these factors led to global GDP growth of 3.4% in 2022, significant fall from 6.2% growth witnessed in 2021 according to the International Monetary Funds (‘IMF) World Economic Outlook report.

According to World Steel Association, global steel consumption is estimated at 1797 million tonnes in 2022, a decline of 2.3% y-o-y, mainly due to ~4% decline in Chinas steel demand. Amongst the top 10 steel consuming countries only India (112.7 million tonnes growth of ~6% y-o-y), USA (99.2 million tonnes, growth of ~2% y-o-y) and Japan (57.5 million tonnes, growth of 0.2% y-o-y) are estimated to witness a growth during 2022.

Indian Economy: India remained a bright spot in otherwise gloomy global economic conditions. India has very well managed the rising inflation with a series of monetary and fiscal initiatives supported by healthy domestic demand. With continued resilience well supported by domestic demand, Indias GDP is estimated to grow by 7% in FY 2022-23.

Indias steel industry also witnessed healthy domestic demand in FY 2022-23 well supported by government spending on infrastructure and strong urban consumption. Indias steel consumption is estimated to clock of growth of ~11% (y-o-y) in FY 2022-23 with estimated demand of 117 million tonnes. This demand would be well supported by rising crude steel production which is estimated to be at ~125 million tonnes in FY 2022-23, registering an increase of ~4% over last year.

Outlook for FY 2023-24: According to IMFs world economic outlook report, global growth is projected to fall further to 2.9% in 2023 as rise in central bank rates to _ght inflation and Russias war in Ukraine continue to weigh on economic activity. Indias GDP growth is set to remain healthy in near future with rising share of investments supported by continued government spending on infrastructure and improving private investments on the back of PLI (Production Linked Investment) scheme implementation. These factors will lead to a growth of ~6% in FY 2023-24.

Tinplate Industry in India: In FY 2022-23, domestic demand was 610 KT compared to 630KT in FY 2021-22. Edible oil demand remained volatile in H1 as oil prices rose to decade high levels. Out-of-Home consumption su_ered due to high inflation, impacting tinplate demand. The paints Industry faced challenges across Q2 and Q3 FY 2022-23 where repainting demand was affected due to high paint prices. Reduction in cheaper non-prime tinplate imports by 36% (89KT FY 2022-23 Vs 138KT FY 2021-22) opened prospects for serving underserved markets and sustaining domestic market share at 47%. Processed food demand remained fiat, due to high farm-gate prices. Your company being the sole supplier of Tin free steel in India could serve the rise in demand for crowns in beverages segment.

OPERATIONAL AND FINANCIAL PERFORMANCE

During FY 2022-23, the Company achieved net production of 362KT as compared to 374KT in FY 2021-22. Sales stood at 362 KT as compared to 373 KT in FY 2021-22.

The Companys EBITDA (Earnings before interest, taxes, depreciation and amortization) for FY 2022-23 is _ 23,842 lakh as compared to _ 52,277 lakh in FY 2021-22. Consequently, Profit after tax decreased to _ 14,282 lakh in FY 2022-23 as compared to _ 35,291 lakh in FY 2021-22. The decrease in profitability is due to lower realisations and higher costs.

In FY 2022-23, Exports volumes decrease to 77 KT, as compared to 92 KT in FY 2021-22 due to Export Duty imposition. The Company exported 21% of its produce to Middle East, Europe, parts of Africa, South East Asia (SEA) and neighbouring countries.

Domestic sales increased to 285 KT as compared to 281 KT in FY 2021-22 despite several challenges throughout the year. Continued reduction in cheaper non-prime tinplate imports opened prospects for your Company to sell more domestically. Despite challenging business environment, due to competition from domestic competitors, your company was able to protect its leadership position in the domestic market with a market share of 47%.

Furthermore, your company could successfully ramp up sales through its distribution business to 33KT higher than FY 2021-22 (27KT) serving underserved customers and increasing market reach. Sales of PAXEL cans also reached its highest ever 124 lakh cans through ramp-up of our solutions business and acquiring higher SOB with our marque edible oil customers. Sales of value-added downstream products contributed to ~10% of domestic sales. In FY 2021-22, the Board had approved a growth plan (the Project) to expand the capacity at Jamshedpur from 3,79,000 tonnes to 6,79,000 tonnes involving an estimated capital expenditure of _ 2,254 crores (including interest during construction and taxes). The Project will be financed through a combination of internal accruals and debt. During the year, the Company obtained environmental clearance and formally inaugurated the Project with the foundation stone laying on 3^rd April 2023 by Chief Minister of Jharkhand.

SAFETY, HEALTH AND ENVIRONMENT

Safety & Health of the employees have assumed the highest importance in your Company. The management is committed to ensure ‘Zero Harm to its employees and to all persons within the Company premises. Safety and occupational health responsibilities are integral to the Companys business processes, as spelt out in Companys Safety, Health and Environment Policies and Procedures. In FY 2022-23, the Company recorded a total of 20 safety incidents, marginally higher than that off FY 2021-22, totalling to 19 incidents. Scope of safety was broadened with work starting on project enablement site which has witnessed 4 Near-Miss incidents, largely related to electrical cables. There was a reduction in Loss Time Injury (LTI) cases to 1 in FY 2022-23 from 3 in FY 2021-22. Also, Medical treatment injury case and Fire incident are at zero in FY 2022-23. All the incidents have undergone detailed investigations and recommendations have been implemented all-across to make the workplace safer.

Unfortunately, after nearly 9 years, an incident of fatality occurred at Electrolytic Tinning Lines (ETL) loading point no.2 on January 22, 2023 (Last Fatal incident occurred on June 12, 2014 at ETL1 Basement). In order to mitigate any risks of future occurrence, the Company has trained private security personnel and deployed them as tra_c wardens at strategic positions inside Works. A decision was taken to allow only those vehicles installed with rear view cameras to enter the Works and to deploy a daily vehicle inspection checklist. Learning from the LTI incident, which took place in May 2022, Company installed safety curtains, access controls in SHL2 along with camera-based surveillance systems with online monitoring and reporting of unsafe practices across the plant and expansion project sites. Company also deployed an Artificial intelligence-based Safety Surveillance system in CRM for capturing and reporting violations by workmen going closer to critical man-machine interfaces and not wearing Personal Protection Equipment. To improve road and transport safety, safety standards were revised, barricades and safety wardens deployed along with installation of vehicle speed monitoring system with escalation of violation to concerned employee and respective Unit heads. Successful trials of artificial intelligence cameras in forklifts and other mobile cranes to alert operators if a workman is detected close to equipment while the equipment is reversing. Material handling continued to remain as one of the concerned areas with the highest share of incidences (35%) during the year. Trials have been completed for Hands-free communications gadgets between crane operators and signalers for improving communication, high resolution wireless cameras at EOT cranes to improve visibility of unsafe acts during material handling. To improve safety competency amongst employees, training has been initiated at Tata Steels Suraksha Kendra and J N Tata Vocational Training Institute (JNTVTI). Special drive was undertaken to improve safety of our business partners (54 vendors) through third party assessment that includes vendor star rating, safety induction training for contract employees, general medical examination, work at height training and vertigo test for jobs required at elevated workplaces. To address behavioral safety issues amongst employees ‘Ghar Se Ghar Tak program was started for U level employees along with their spouses, explaining safer behaviors starting from home to workplace and back.

The Company continues to focus on lead indicators of safety such as KYT (Hazards Prediction), Hands-free Operations (do not touch) & CAUP (Commonly Accepted Unsafe Practices) initiatives through safety kaizen and automation to ensure a safer workplace. Job Cycle Check initiatives have been continuing to improve existing SOPs (Standard Operating Procedures).

To give a boost to health, in FY 2022-23, we continued with wellness at workplace program and covered 1171 employees, their health risks were identified, and they were counselled for corrective and preventive actions for improving health.

The Company is fully committed to minimizing the environmental impact of its operations by implementing sustainable practices. The major focus areas are – expansion project, water conservation and recycling of wastewater, solid waste management, reduction in emission / e_uents, energy management and tree plantation. TCIL has received the Consent to Operate for the existing plant operations for next three years i.e., till December 2025. TCIL applied for Environment Clearance in view of its current Plant operations and expansion project for implementation of growth plan. Accordingly, we conducted environmental impact assessment study, Public Hearing, and multiple presentations at statutory body (SEIAA). You will be glad to hear that we have been accorded Environmental Clearance for a period of 10 years to achieve annual production of one million Metric Tonnes of Tinplate in phases.

During the year we also undertook various environmental improvement projects such as construction of additional sludge holding tank, augmentation of ETL _lter press, installation of mixed bed systems at ETL resin-based treatment plant, replacement of old tanks with new acid storage tanks at Pickling, sustenance of e_uent and emission performance, and plantation of 1250 nos. of saplings in the Plant premises. In FY 2022-23, we have implemented the second phase of the solar power project (1100 KWp) at various mill rooftops. As on date, the Company has total Solar power generation capacity of 1300 KWp.

Safety, Health and Environment will continue to remain as your Companys topmost priority to ensure protection of our employees and assets, compliance to the legal framework, improved productivity and protecting environment for the society around us.

CORPORATE SOCIAL RESPONSIBILITY

Upholding the Tata tradition, service to the Community has been part of the Companys commitment. The objective of our CSR activities is to improve the quality of life of people through long term value creation. Over the years, the Company has put in place a well-defined process in the key thrust areas of education, employability, skill development and health care. With the enforcement of Section 135 of the Act the Companys initiatives towards Corporate Social Responsibility have been further reinforced. In order to adhere to the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 (CSR Rules) notified by the Ministry of Corporate Affairs the Company had further streamlined its processes and initiatives. Brief details of the CSR Policy (the Policy) forms part of the Annual Report on CSR activities annexed to the Directors Report. The Policy adopted by the Company can be viewed athttps://www.tatatinplate. com/content/pdf/policies/CorporateSocialResponsibilityPolicy.pdf The composition of the CSR Committee and other details of the CSR Committee are given in Corporate Governance Report, which forms part of this Report.

The average net profit of the Company for the last three years was _23,553.12 lakh. As against the minimum statutory requirement of 2% of the aforesaid amount i.e. _471.06 lakh, the Company has spent _476.44 lakh during FY 2022-23. The brief outline of the CSR policy and the CSR initiatives undertaken by the Company during the Financial Year under review are provided in the ‘Annual Report on Corporate Social Responsibility Activities 2022-23‘ forming part of this report as Annexure 2.

CORPORATE GOVERNANCE

Pursuant to the 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 as Annexure 3.

In compliance with the above regulation, the Managing Directors declaration confirming compliance with the code of conduct has been made part of this Annual Report.

MEETINGS OF THE BOARD AND ITS COMMITTEES Board Meetings

During FY 2022-23, the Board of Directors of the Company met six times. The intervening gap between the meetings was within the limits prescribed under the Companies Act, 2013 (‘Act) and Listing Regulations. The details of the composition of the Board, its Committees, their meetings held during the year under review and the Directors attending the same are in the Corporate Governance Report forming part of this Report.

Familiarization Programme for Independent Directors

The Company has adopted a policy on familiarization programme for Independent Directors (IDs). All new IDs at the time of appointment are issued a letter of appointment explaining their role, duties and responsibilities as IDs of the Company. The Senior Management team make presentations giving an overview of the industry, its markets, operations, and all other key business factors. A policy on familiarization programme for IDs has been adopted by the Company, the details of which are available on the website of the Company at http://www.tatatinplate.com/content/pdf/corporate-governance/ IndependentDirectorFamiliarizationEducationProgramme.pdf

Board Evaluation

In compliance with the provisions of the Act and Listing Regulations the process and criteria for annual performance evaluation of the Board, its Committees and individual Directors had been laid down by the Nomination and Remuneration Committee (‘NRC) and the Board of Directors of the Company. In adherence to the statutory requirement the Board of Directors has carried out an evaluation of its own performance, its Committees and that of its individual Directors.

Various aspects have been covered under the evaluation process which includes Board structure and composition, frequency of Board Meetings, participation in the long-term strategic planning, contribution to and monitoring of corporate governance practices and the fulfilment of Directors obligation and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. The above aspects are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017. The performance of the Committee has been evaluated by the Board after taking inputs from the Committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee Meetings, etc.

The Independent Directors at their meeting, reviewed the performance of the Board, Non-Executive Directors and Chairman. The NRC at its meeting reviewed the performance of the Board as a whole; and that of the individual Directors. The Board at its meeting reviewed the performance of the Board as a whole, its Committees and individual Directors, taking into account feedback of the NRC and IDs which included the evaluation of the Chairman and Non-Independent Directors of the Company.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, SENIOR MANAGEMENT AND OTHER DETAILS

The Board of Directors of the Company pursuant to Section 178(3) of the Act and considering the recommendation of the NRC, has adopted the following two policies: a. Policy on Appointment and Removal of Directors and b. Remuneration Policy of Directors, KMPs and other employees The salient features governing the policy on appointment of Directors are as follows: i. It lays down the criteria, terms and conditions with regard to the identification of persons who are eligible to become Directors and Senior Management Personnel of the Company. ii. Provides guidelines to NRC for recommending to the Board on appointment of the appropriate candidate for the position of Director / KMP, as the case may be. iii. It lays down the Board membership criteria in connection to the Companys business, ensures Board diversity and adopt statutory standards to evaluate and determine the independence of Directors.

The remuneration policy is governed by the following key principles: a. Remuneration for Independent Directors and Non Independent Non-Executive Directors: The overall remuneration should be commensurate with the size of the Company, complexity of the sector / industry / Companys operations and capacity to pay the remuneration. Details of remuneration paid to Independent Directors and Non Independent Non-Executive Directors is disclosed in the Corporate Governance Report which is a part of this report. b. Remuneration paid to Managing Director/Executive Director/ KMP/ rest of the employees: The extent of the overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for the role. Hence remuneration should be market competitive, driven by the role to be played by the individual, reflective of the size of the Company and its complexity, consistent with recognized best practices and aligned to regulatory requirements.

The details of the two policies namely are available on the Companys website at http://www.tatatinplate.com/content/pdf/policies/ appointment-removal-policy.pdf and http://www.tatatinplate. com/content/pdf/policies/remuneration-policy.pdf respectively. During the year under review there has been no change in these two policies.

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 (‘Rules) are annexed to this report as Annexure 4.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Report. Further, the report and the annual accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at company.secretariat@ tatatinplate.com

DIRECTORS

The year under review saw the following changes to the Board of Directors (‘Board) of the Company:

Inductions to the Board

Based on the recommendations of the NRC and in terms of the provisions of the Companies Act, 2013, the Board on March 30, 2023, appointed Mr. Krishnava Dutt (DIN: 02792753) as an Additional Director of the Company, with immediate effect. Further, based on the recommendations of the NRC and subject to the approval of the Members, the Board, in accordance with the provisions of Section 149 read with Schedule IV to the Act and applicable Listing Regulations, appointed Mr. Dutt as an Independent Director of the Company, not liable to retire by rotation, for a period of five years commencing from March 30, 2023 through March 29, 2028. Mr. Dutt fulfills the criteria under Regulation 16(1)(b) and Regulation 25(8) of Listing Regulation. In the opinion of the Board, Mr. Dutt is a person of integrity and brings to the Board his extensive knowledge and experience in the field of law and regulatory matters, strategy, finance, accounts, governance and government/regulatory affairs. Based on the recommendations of the NRC and in terms of the provisions of the Companies Act, 2013, the Board on April 1, 2023, appointed Mr. Prabhat Kumar (DIN: 08263070) as an Additional Director (Non-Executive) of the Company with immediate effect.

Reappointment of Director retiring by rotation

As per the provisions of the Act, Ms. Atrayee Sanyal (DIN: 07011659), Director of the Company, retires at the ensuing AGM and being eligible, seeks re-appointment. The necessary resolution for reappointment of Ms. Sanyal forms part of the Notice convening the ensuing AGM. The profile and particulars of experience, attributes and skills that qualify Ms Sanyal for Board membership, are disclosed in the said Notice.

Cessation

As per the terms of appointment and the retirement policy of the Company, Mr B N Samal ( DIN 00429902) Independent Director had retired from the Board on March 3, 2023.

Further, Mr Rajeev Singhal (DIN 02719570) Non-Executive Director of the Company resigned from Board of Directors of the Company with effect from March 31, 2023.

The Board would like to place on record their sincere appreciation for Mr. Samals and Mr. Singhals guidance to the company during their tenure on the Board.

INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each ID in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations. The said declaration confirms that the IDs meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as IDs of the Company and the Board is satisfied of the integrity, expertise and experience (including pro_ciency in terms of Section 150(1) of the Act and applicable rules thereunder) of all IDs on the Board. Further, the IDs of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of IDs maintained with The Indian Institute of Corporate Affairs in adherence to Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (KMP) of the Company as on the date of this report are as below : i. Mr. R N Murthy - Managing Director ii. Mr. Rajeev Kumar Choudhary - Chief Financial Officer iii. Mr. Kaushik Seal - Company Secretary During the year under review, there has been no change in the Key Managerial Personnel of the Company except as mentioned below: Mr. Sourabh Agarwal ceased to be the Chief Financial Officer of the Company with effect from the close of business hours of May 31, 2022. Mr. Rajeev Kumar Choudhary was appointed as the Chief Financial Officer of the Company effective June 1, 2022.

COMMITTEES Audit Committee

The Audit Committee (the ‘Committee) primarily monitors and provide effective supervision to the Managements financial reporting process to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee has adopted Charter for its functioning. There has been no instances during the year when the Board has not accepted any recommendations of the Committee.

As on the date of this Report, the Committee comprises of Dr. Sougata Ray, as Chairman and Ms. Atrayee Sanyal, Mr. Shashi Kant Maudgal and Mr. Krishnava Dutt as Members.

The Committee met nine times during the year. The details of which including the terms of reference of the Committee, number and dates of meetings held and attendance of Directors during the year are provided in the Corporate Governance Report forming part of this Report.

Other Committees

The details of other Committees in respect of their composition, duties and other detail are given in the Corporate Governance Report which forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors, based on the framework of internal financial controls, compliance system established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, is of the opinion that the Companys internal financial controls were adequate and effective during FY 2022-23.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability confirms that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures; ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; iii. 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; iv. they have prepared the annual accounts on a going concern basis; v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS

The Companys internal control systems commensurate with the nature of its business, the size, and the complexity of its operations and such internal financial controls with reference to the Financial statements are adequate. The details of the Internal Financial

Controls of the Company forms part of Management Discussion and Analysis forming part of this Report .

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Board of Directors of the Company have adopted a Vigil Mechanism comprising of two policies viz. Whistle Blower Policy for Directors and Employees and Whistle Blower Policy for Vendors/ Customers of the Company. Whistle Blower Policy provides a formal mechanism for Directors, employees and vendors of the Company to approach the Ethics Counsellor/ Chairman, Audit Committee to report concerns about unethical, actual or suspected fraud or violation of Companys code of conduct or ethics. During the year under review, nine ethical concerns were dealt with and closed. The mechanism ensures that the activities of the Company are conducted in a fair and transparent manner. The said policy is available at the Companys website at http://www.tatatinplate.com/content/pdf/ policies/vigil-policy.pdf. The Anti-Bribery and Anti-Corruption (‘ABAC) Policy, and Anti-Money Laundering (‘AML) Policy were also adopted by the Company. Both ABAC and AML policies are available at https://www.tatatinplate.com/content/pdf/policies/anti-bribery-anti-corruption.pdf and https://www.tatatinplate.com/content/pdf/ policies/anti-money-laundering-policy.pdf respectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company did not give any loans, directly or indirectly to any person (other than to employees) or to other body corporates, nor did it give any guarantee or provide any security in connection with a loan to any other body corporate or person during FY 2022-23. The Company has certain long term non-current investments, as detailed under Note 6 to the ‘Notes to the Financial Statements; such investments are in compliance with Section 186 of the Act. The loans provided to employees are also in compliance with Section 186 of the Act.

RELATED PARTY TRANSACTIONS

In compliance with the provisions of the Act and the Listing Regulations all related party transactions entered into by the Company during FY 2022-23 were placed before the Audit Committee for approval. The related party transactions entered into by the Company during the said financial year were at arms length and in the ordinary course of business and hence do not fall under the ambit of Section 188(1) of the Act. Prior omnibus approval was obtained from the Audit Committee for related party transactions which were of repetitive nature, entered in the ordinary course of business and were at arms length basis. Material related party transaction entered into by the Company during FY 2022-23 had shareholders approval in adherence to the Listing Regulations. The Company did not enter into any materially significant related party transaction that may have conflict with the interest of the Company. The information pertaining to related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Form AOC-2 asAnnexure 5 of this Report. The Company in adherence to the Listing Regulation had identified related party transactions relating to FY 2023-24 which requires shareholders prior approval. The resolution relating to such related party transactions forms part of the Postal Ballot Notice dated March 19, 2023 for seeking shareholders approval.

The policy on Related Party Transaction as approved by the Board is displayed on the website of the Company at https://www. tatatinplate.com/content/pdf/policies/related-party-transaction. pdf. The details of all related party transactions entered into by the Company are disclosed in the notes to the financial statements forming part of this Annual Report.

RISK MANAGEMENT

The Companys Risk Management Policy has helped in development of an ERM (Enterprise Risk Management) framework. The ERM framework supports in identifying the enterprise level risk and in development of mitigation strategies. The focus of the framework is to ensure the timely identification and mitigation of the risks. The formulation of the risk management system is covered in the Management Discussion and Analysis section which forms a part of this report. Many risks and uncertainties exist in a Companys operating environment and continuously emerge on regular basis. As per the laid guidelines, in the year 2022-23, the Risk Management Committee of the Board reviewed the risks along with the plans to mitigate them. The details of the Committee and other details are provided in the Corporate Governance Report forming part of the Report. The Risk Management Policy of the Company is available in the Companys website at https://www.tatatinplate.com/content/ pdf/policies/Risk-Management-Policy.pdf

DEPOSITS

During the year under review, the Company has not accepted any deposits from public in terms of the Act, nor does the Company has any amount outstanding on account of principal or interest on deposits from public as on the Balance Sheet date under Section 73 of the Act, read with Companies (Acceptance of Deposit) Rules, 2014.

AMALGAMATION OF THE TINPLATE COMPANY OF INDIA LIMITED INTO AND WITH TATA STEEL LIMITED

The Board of Directors of the Company, at its meeting held on September 22, 2022, approved the Scheme of Amalgamation of The Tinplate Company of India Limited, into and with its parent company, Tata Steel Limited (TSL) (‘Scheme). The Company is a listed subsidiary of TSL. The Board has recommended a share exchange ratio of 33 fully paid-up equity shares of nominal value of _1/- each of TSL for every 10 fully paid-up equity shares of nominal value of _10/- each held by the public shareholders of the Company. As part of the Scheme, the equity shareholding held by TSL in the Company shall stand cancelled. The Company has filed the first motion application with Honble National Company Law Tribunal, Kolkata Bench for necessary directions, upon receipt of observation letters dated March 31, 2023 from the National Stock Exchange of India Limited and BSE Limited respectively. The amalgamation is subject to approval from the shareholders and other regulatory/ governmental authorities.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material order were passed by the regulators or courts or tribunals during the Financial Year which would have impacted the going concern status of the Company and its future operations. However, Members attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

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

In compliance with Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo have been attached as Annexure 6 to this Report.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE _PREVENTION, PROHIBITION AND REDRESSAL_ ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted Sexual Harassment (Prevention) Policy for prevention, prohibition and redressal of sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the Rules thereunder. During FY 2022-23, the Company did not receive any complaint related to sexual harassment.

AUDITORS Statutory Auditors

The Shareholders at the 98^th Annual General Meeting of the Company held on July 25, 2017, approved the appointment of Price Waterhouse & Co. Chartered Accountants LLP, (Firm Registration No. 304026E /E300009) [Price Waterhouse], Chartered Accountants, as the Statutory Auditors of the Company. Further, the Shareholders at the 103^rd Annual General Meeting of the Company held on July 4, 2022, approved the re-appointment of Price Waterhouse for a second term of five years commencing the conclusion of 103^rd AGM held on July 4, 2022 until the conclusion of the 108^th AGM of the Company to be held in the year 2027. The report of the Statutory Auditor forms part of this Annual Report 2022-23. The said report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors

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

The Board of Directors of the Company has, on the recommendation of the Audit Committee has approved the appointment of M/s. Shome & Banerjee (Firm Registration No. 000001), as the cost auditors of the Company for the year ended March 31, 2024. M/s. 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. Pursuant to Section 148 of the Act read with Rule 14 of Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of _2 lakh per annum plus applicable taxes and reimbursement of out-of-pocket, living and travelling expenses payable to the Cost Auditors for conducting cost audit of the Company for FY 2023-24 as recommended by the Audit Committee and approved by the Board has to be rati_ed by the Members of the Company. The same is placed for rati_cation of Members and forms part of the Notice of the AGM.

The Cost Audit Report of the Company for the Financial Year ended March 31, 2022, was filed by the Company in XBRL mode, within the due date.

Secretarial Auditor

Section 204 of the Act 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 of Directors of the Company, had appointed Mr. A K Labh, Practicing Company Secretary (FCS - 4848 / CP-3238) of M/s A K Labh & Co., Company Secretaries, as the Secretarial Auditor to conduct secretarial audit of the Company for FY 2022-23. The Report of Secretarial Auditor for FY 2022-23 is annexed to this report as Annexure 7. The Secretarial Auditors Report does not contain any qualifications, observations or adverse remarks or disclaimer.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company, by its officers or employees to the Audit Committee as specified under Section 143(12) of the Act and hence, no detail is required to be disclosed under Section 134(3) (ca) of the Act.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of the Listing Regulations, the Securities and Exchange Board of India (‘SEBI), in May, 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (‘BRSR). BRSR is a notable departure from the existing Business Responsibility Report (‘BRR) and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of Environment, Social and Governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to BRSR from FY2022-23 onwards. Accordingly, BRSR forms part of this report as Annexure 8.

ANNUAL RETURN

In compliance with Section 92(3) and Section 134(3)(a) of the Act read with Companies (Management and Administration) Amendment Rules, 2020, the Annual Return for FY 2022-23 in the prescribed format has been placed at the Companys website at https://www.tatatinplate.com/content/pdf/annual-report/annual-return-mgt7-31032023.pdf

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

OTHER DISCLOSURES a) No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. b) The Company has not initiated any proceedings, nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 201 (31 of 2016) during FY 2022-23. c) Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions related to these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of sweat equity shares.

3. Provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. d) There was no change in the nature of the business of the Company during FY 2022-23 nor in the Capital Structure of the Company. The Company does not have any subsidiary or joint venture or associate company.

ACKNOWLEDGEMENT

The Directors place on record their appreciation for Senior Leadership Team and all the employees of the Company for their efforts and contribution to the Companys performance.

The recognized Unions at Jamshedpur and Kolkata have cooperated in an exemplary manner towards achieving the objectives of your Company.

The Directors would also like to thank the shareholders, customers, suppliers, bankers, financial institutions, Central and State Government agencies and all other stakeholders for their trust and continuous support to the Company.

	On behalf of the Board of Directors
	Koushik Chatterjee
Place: Mumbai	Chairman
Kolkata, April 27, 2023	(DIN: 00004989)