trf ltd Directors report

To the Members,

The Board of Directors hereby present the 60^th Annual Report of TRF Limited (‘TRF or ‘Company), along with the summary of standalone and consolidated financial statements for the financial year ended March 31,2023.

1. Financial Results

(Rs in lakh)

Particulars	TRF (Standalone)		TRF (Consolidated)
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	17,710.24	12,713.76	17,710.24	12,713.76
Other income	4,855.20	2,067.35	4,912.24	2,079.77
Total income from operations	22,565.44	14,781.11	22,622.48	14,793.53
Total expenses excluding finance costs & depreciation	11,783.04	13,023.94	11,861.89	13,100.61
Profit/(loss) from operations before finance costs, depreciation and exceptional items	10,782.40	1,757.17	10,760.59	1,692.92
Finance cost	2,474.69	3,061.36	2,475.06	3,061.89
Depreciation	201.43	241.56	201.43	241.56
Profit/(loss) before exceptional items and tax	8,106.28	(1545.75)	8,084.10	(1,610.53)
Exceptional items	-	(489.20)	-	-
Profit/(loss) before tax	8,106.28	(2,034.95)	8,084.10	(1,610.53)
Tax expense	(669.59)	-	(668.24)	(1.10)
Net profit/(loss) after tax from continuing operations	8,775.87	(2,034.95)	8,752.34	(1,609.43)
Profit/(loss) after tax from discontinuing operation	-	-	105.56	(694.74)
Profit/(loss) after tax for the Year	8,775.87	(2,034.95)	8,857.90	(2,304.17)
Other comprehensive income	(47.51)	(241.21)	600.34	0.72
Total comprehensive income	8,728.36	(2,276.16)	9,458.24	(2,303.45)

2. Dividend

In view of accumulated losses during the previous years, the Board of Directors (‘Board) does not recommend any dividend to the shareholders of the Company.

3. Transfer to Reserves

In view of the accumulated losses incurred by the Company during the previous years, the Board of Directors has decided to retain the entire amount of profit for the Financial Year 2022-23 in the statement of profit and loss.

4. Capex and Liquidity

During FY 2022-23, the Company incurred a capital expenditure of Rs 78.04 lakhs for office equipments and plant & machinery which has been funded through internal accruals.

The Companys liquidity position is Rs 220.17 lakhs as on March 31,2023.

5. Change in Share Capital

During the year under review, the Company increased its authorized share capital from Rs 280 crore (Rupees Two Hundred Eighty crore only), divided into Rs 30,00,00,000 (Rupees Thirty crore only) equity share capital and Rs 250,00,00,000 (Rupees Two Hundred Fifty crore only) preference share capital to Rs 550 crore (Rupees Five Hundred Fifty crore only) comprising Rs 30,00,00,000 (Rupees Thirty crore only) equity share capital and Rs 520,00,00,000 (Rupees Five Hundred Twenty crore only) preference share capital.

Further, the Company has also issued and allotted 2,50,00,000, 11.25% Non-cumulative, Optionally Convertible Non-participating Redeemable Preference Shares of Rs 10 each and 23,90,00,000, 12.17% (effective yield) Noncumulative Non-convertible Non-participating Redeemable Preference Shares , of Rs 10 each, on private placement basis to its promoter company i.e., Tata Steel Limited, aggregating to Rs 25 crore and Rs 239 crore, respectively.

Except as mentioned above, the Company have not issued any other shares or instruments convertible into equity shares of the Company or with differential voting rights, during FY 2022-23.

6. Management Discussion and Analysis

The Management Discussion and Analysis as required in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (‘SEBI Listing Regulations) is annexed as Annexure - 1 to this Report.

7. State of affairs and financial performance Health and Safety

The Safety and well-being of our people is paramount to achieve a ‘zero harm workplace. The Company has in place a robust set of safety practises and an adequate safety infrastructure based on applicable standards, to ensure safe working environment. Emphasis are being laid down on safety trainings, mass campaigns, popularising of safety procedures and implementation of robust systems.

The Company has also taken a special drive to improve safety of its business partners and their employees through Safety Induction Training, Medical Examination, Eye Check-ups and Vertigo Test. To assess and improve the safety of our employees and business partners, competency based audits were conducted periodically and the improvement areas identified based on the aforesaid audits, are now being addressed.

The Company maintained Zero Fatality during the period under review, though there were two instances of Loss Time Injuries (LTIs) reported during FY23.

Operational and financial performance

Human Resource (‘HR) development, employee motivation and engagement continue to be key focus areas for the Company. Key interventions & initiatives undertaken to improve and strengthen our HR related processes and systems, inter alia, included reviewing of skill and competency of manufacturing workforce in line with the requirement of future business, gaps identified for training & development and capability building program for development of critical skills initiated in collaboration with JN TATA Vocational Training Institute (‘JNTVTI) and Tata Steel Limited (‘TSL). Further, to strengthen governance and compliance "online Contract Labour Management System" has been implemented.

During FY23, a total of 1244 MT (metric tonne) of finish goods were manufactured for TSL. Some of the major equipment manufactured during FY23 included, EOT Crane (manufactured for the first time), Plough Feeder, Hammer Mill, Scrap Box, Scrap Buckets, Pusher ram assembly, camshaft assembly, etc.

Further, long held-up material inventory were reduced by over 50% in FY23 through focussed initiatives and continuous engagement with the customers. Despite challenges, we continued to move forward and made significant progress towards completion of some of the major projects, which included, successful completion of performance guarantee test at Nabinagar, Vizag steel plant, BHEL-Meja & DVC, Raghunathpur.

In addition to the above, some of the notable achievements during FY23 includes; Bank Guarantee reduction by 36% over the previous year, extra claim settlement of Rs 18 crore, Waiver of Liquidated Damages of Rs 10 crore, etc.

Though collection of old debtors remains challenging because of legacy nature of projects and orders, and other underlying contractual issues, yet, with its sustained engagement and extensive follow-up with customers, the Company collected ~209 crore in FY23. The Company has also repaid all its external borrowings and Inter Corporate Deposit (‘ICD) in FY23.

Financial Performance

On a standalone basis, the total income from operations of your Company during the FY 2022-23 was Rs 225.65 crore (previous year was Rs 147.81 crore). Profit before tax for the year was Rs 81.06 crore (previous year loss before tax was Rs 20.35 crore). This turnaround was possible mainly due to support from TSL by way of fund infusion and capacity utilization arrangements.

On a consolidated basis, the total income from operations of your Company during the year stood at Rs 226.22 crore (previous year was Rs 147.94 crore), whereas the profit before tax for the year was Rs 80.84 crore (previous year loss before tax was Rs 16.11 crore). The total comprehensive profit for the year was Rs 94.58 crore (previous year total comprehensive loss was Rs 23.03 crore).

Operations and performance of subsidiary companies

• Dutch Lanka Trailer Manufacturers Ltd., Sri Lanka (DLT)

DLT, based in Sri Lanka, manufactures and exports Ports and Road Trailers, globally.

During the year under review, the consolidated turnover of DLT Group was Rs 75.77 crore as compared to Rs 82.35 crore in the previous year. The consolidated profit before tax of DLT Group from operation for FY 2022-23 was Rs 13.37 crore as compared to a loss of Rs 4.93 crore in FY 2021-22.

8. Subsidiaries, Joint Ventures and Associates

The Company has two wholly-owned direct foreign subsidiaries and two step-down wholly-owned foreign subsidiaries as on March 31, 2023. During the year under review, the Board of Directors reviewed the affairs of material subsidiaries. There has been no material change in the nature of the business of the subsidiaries.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (‘Act), the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of this Annual Report. Further, the report on the performance and financial position of each subsidiary of the Company along with a statement containing the salient features of its financial statements in the prescribed Form AOC-1 is annexed to this Report as Annexure - 2.

Further, pursuant to the provisions of Section 136 of the Act and the amendments thereto, read with the SEBI Listing Regulations, the audited financial statements of the Company, including consolidated financial statements and related information of the Company and financial statements of the subsidiary companies, are available on the website of the Company at https://trf.co.in/investors-relations/financial-statement-of-subsidiaries/

As on March 31, 2023, the Company does not have any joint venture and associate company. Further, there has been no change in the status of the Companys subsidiaries during FY 2022-23.

9. Credit Rating

During the year, CARE Ratings has upgraded the rating of the Company at A- with outlook positive.

10. Material changes post closure of the Financial Year

There were no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate i.e., March 31, 2023, and the date of this Report.

11. Directors Responsibility Statement

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

Accordingly, pursuant to Section 134(5) of the Act, 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 there are no material departures;

ii. 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;

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

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 are adequate and are operating effectively;

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

12. Directors

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

Induction to the Board

On the recommendation of the Nomination and Remuneration Committee, the Board appointed:

• Mr. Sanjib Nanda (DIN: 01045306) as an Additional Director (Non-Executive, Non-Independent) of the Company effective December 17, 2022, subject to the approval of the Shareholders of the Company. On February 1,2023, the Shareholders of the Company, by way of an Ordinary Resolution, passed through postal ballot notice dated December 30, 2022, regularised the appointment of Mr. Nanda as a Non-Executive Director of the Company, liable to retire by rotation. Mr. Nanda brings to the Board his extensive knowledge in the areas of Capital Markets, Treasury, Corporate Finance & Banking, Strategy, M&A and Finance Transformation projects.

• Mr. Umesh Kumar Singh (DIN: 08708676) as an Additional Director (Executive) and Managing Director of the Company for a period of three (3) years effective October 1, 2022 through September 30, 2025, subject to the approval of the Shareholders of the Company. On February 1,2023, the Shareholders of the Company, by way of a Special Resolution, passed through postal ballot notice dated December 30, 2022, approved the appointment of Mr. Singh as the Managing Director of the Company for the abovementioned tenure. Mr. Singh brings to the Board his extensive knowledge and experience in Procurement Management, Project Management and Supply Chain Management.

Re-appointment of Director retiring by rotation

In terms of the provisions of the Companies Act, 2013, Mr. Avneesh Gupta (DIN: 07581149), Director of the Company, retires at the ensuing AGM and being eligible, seeks re-appointment. The necessary resolution for re-appointment of Mr. Gupta as a Director forms part of the Notice convening the ensuing AGM scheduled to be held on August 17, 2023.

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

Cessations

During the year under review, the following Directors ceased to be the Members of the Board:

• Mr. T.V. Narendran ceased to be a Non-Executive, Non-Independent Director and Chairman of the Board effective December 16, 2022.

• Mr. Koushik Chatterjee, stepped down as a Member ofthe Board effective December 16, 2022.

• As per the terms of his appointment, Mr. Sabyasachi Hajara (DIN: 00004485), completed his second term as an Independent Director on December 2, 2022 and accordingly ceased to be an Independent Director and Member of the Board of Directors of the Company.

• Mr. Alok Krishna (DIN: 08066195) stepped down as the Managing Director and Director from the Board ofthe Company effective September 30, 2022 to take up similar position with Tata Steel Group.

The Board of Directors place on record their deep appreciation for the wisdom, knowledge and guidance provided by Mr. Narendran, Mr. Chatterjee, Mr. Hajara, and Mr. Krishna, during their respective tenure as Board Members of the Company.

Election of Chairman of the Board

During the year under review, Mr. T.V. Narendran stepped down as a Director and Chairman of the Board effective December 16, 2022. Subsequently, Mr. Avneesh Gupta was elected as the Chairman of the Board effective December 17, 2022. The Board placed on record its sincere appreciation for the valued contributions made by Mr. T.V. Narendran during his tenure as Chairman of the Board.

Independent Directors Declaration

The Company has received the 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 meet the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

Further, the Independent Director(s) is/are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

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

Pursuant to the provision of Section 203 of the Act, the Key Managerial Personnel (‘KMP) of the Company as on March 31,2023 are as under:

S.N. Name of the KMP	Designation	Date of Appointment
1 Mr. Umesh Kumar Singh	Managing Director	October 1,2022
2 Mr. Anand Chand	Chief Financial Officer	November 16, 2021
3 Mr. Prasun Banerjee	Company Secretary	August 3, 2021

During the year under review, there has been no change in the KMPs of the Company, except as mentioned below:

S.N. Name of the KMP	Designation	Date of Cessation
1 Mr. Alok Krishna	Managing Director	September 30, 2022

The Board places on record its sincere appreciation for the valued contribution made by Mr. Alok Krishna during his tenure as Managing Director of the Company.

13. Meetings of the Board and Committees of the Board

Six (6) meetings of the Board were held during the year under review on May 23, 2022, August 4, 2022, September 22, 2023, November 3, 2022, February 9, 2023 and March 31, 2023 respectively. The intervening gap between the meetings was within the period prescribed under the Act 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 the Annual Report FY 2022-23.

14. 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 Senior Management giving an overview of the operations, to familiarise the new Directors with the Companys business operations.

Further, all new Independent Directors (IDs) at the time of appointment are issued a letter of appointment explaining their role, duties and responsibilities as IDs of the Company. 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 https://trf.co.in/wp-content/uploads/2023/02/Familiarisation-Program-FY23.pdf.

15. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors, pursuant to the provisions of the Act and the SEBI Listing Regulations. During the process, the Board sought feedback from Directors on various aspects of governance and performance 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 5, 2017.

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

Further, in a separate meeting of the IDs, the IDs reviewed the performance of Non-Independent Directors, the Board as a whole and Chairman of the Board, after considering the views of Executive and other Non-Executive Directors. The NRC reviewed the performance of the individual Directors and the Board as a whole.

In the Board meeting that followed the meeting of the Independent Directors and the meeting of NRC, the performance of the Board, its Committees, and individual Directors were discussed.

16. Remuneration policy for the Board and Senior Management

Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for the Directors, Key Managerial Personnel and all other employees of the Company.

The salient features of the Policy are:

1. It lays down parameters on the recommendation, distribution, and criteria for annual commission to be paid to the Independent Directors and Non-Executive Directors.

2. It lays down parameters for remuneration payable to the Managing/Whole-time Director(s)

3. It lays down the parameters for the components of the remuneration (including fixed pay, retiral benefits, variable pay, perquisites, retirement benefits) to be given to the Executive Directors, KMPs, Senior Management and rest of the employees.

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://trf.co.in/wp-content/uploads/2020/04/Policy-on-directors-KMP-and-employee-remuneration.pdf

In view of the previous accumulated losses, other than the sitting fees for attending meetings, the Company at present does not pay any remuneration to the Independent Directors of the Company. The details of remuneration forms part of the Corporate Governance Report, which is a part of this Annual Report.

17. Pecuniary Relationships or transactions

Throughout the reviewed year, the Company had no financial connections or dealings with any of its Non-Executive Directors except for payment of sitting fees to the Independent Directors for attending meetings.

18. Internal Financial Control Systems and their adequacy

The Company has in place an established internal financial control system designed to ensure proper recording of financial and operational information and compliance of various internal control and other regulatory and statutory compliances commensurate with the nature of the business of the Company, its scale, size and complexity of the operations and such internal financial controls with reference to the Financial Statements are adequate. The controls based on the prevailing business conditions and processes have been tested during the year and no reportable material weakness in the design or effectiveness was observed. The framework on Internal Financial Control over Financial Reporting has been reviewed by the internal and statutory auditors.

The Audit Committee has also reviewed the effectiveness of internal controls and compliance control, related party transaction, the status of IFC and Key Accounting Controls.

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

19. Committees of the Board Audit Committee

The primary objective of the Audit Committee is to monitor and provide effective supervision of 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 comprises of Mr. Krishnava Dutt (Chairperson), Mr. Ranaveer Sinha, Dr. Ansuman Das and Mr. Sanjib Nanda. The Committee met five (5) times during the year under review, the details of which are given in the Corporate Governance Report, forming part of this Annual Report.

There has been no instance where the Board has not accepted the recommendations of the Audit Committee during the year under review.

Nomination and Remuneration Committee (‘NRC)

The NRC oversee the Companys nomination process including succession planning for the senior management and the Board. The Committee comprises Mr. Ranaveer Sinha (Chairperson), Dr. Ansuman Das and Mr. Avneesh Gupta. The Committee met three (3) times during the year under review, the details of which are given in the Corporate Governance Report.

There has been no instance where Board has not accepted the recommendation of the Nomination and Remuneration Committee during the year under review.

Stakeholders Relationship Committee (‘SRC)

The SRC considers and resolves the grievances of our shareholders. The Committee comprises Mr. Ranaveer Sinha (Chairperson), Ms. Ramya Hariharan and Mr. Umesh Kumar Singh. The Committee met once during the year under review, the details of which is given in the Corporate Governance Report.

20. Auditors Statutory Auditors

Members of the Company at the 54^th Annual General Meeting (‘AGM) held on July 27, 2017, approved the appointment of Price Waterhouse & Co. Chartered Accountants LLP (Registration No. 304026E/E300009) (‘PW), Chartered Accountants, as the statutory auditors of the Company.

Further, the Members of the Company at the 59^th AGM held on August 30, 2022, approved re-appointment of M/s Price Waterhouse & Co Chartered Accountants LLP (Firm Registration No. 304026E/E-300009) (‘PW), Chartered Accountants, as the statutory auditors of the Company, for a second term of five years commencing the conclusion of the 59^th AGM held on August 30, 2022 until the conclusion of the 64^th AGM of the Company to be held in the year 2027.

The report of the Statutory Auditors forms part of the Annual Report 2022-23. The said report does not contain any qualification, reservation, adverse remark 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 under Section 143(12) of the Act, details of which need to be mentioned in this Report.

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 Cost Audit Report of the Company for the financial year ended March 31,2022 was filed by the Company in XBRL mode with Ministry of Corporate Affairs on June 11,2022.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the appointment of M/s Shome & Banerjee (Firm Registration No. 000001) as the Cost Auditors of the Company for conducting cost audit for the financial year ending March 31,2024.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board, based on the recommendation of the Audit Committee, approved a remuneration of Rs 3.50 lakh (Rupees Three Lakh and Fifty Thousand only) plus applicable taxes and reimbursement of out-ofpocket expenses payable to the Cost Auditors for conducting cost audit of the Company for FY 2023-24, subject to ratification by the Members of the Company. 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 M/s D. Dutt & Co., (Reg. no. I2001WB209400), Practicing Company Secretaries, as the Secretarial Auditor to conduct Secretarial Audit of the Company for FY 2022-23 and their Report is annexed to this Report as Annexure-3. There are no qualifications, observations, adverse remarks or disclaimer in the said Report, except that a belated approval of Shareholders sought with respect to appointment of Managing Director was reported, which is self-explanatory and do not call for any further comments.

The Board has also appointed M/s D. Dutt & Co. as Secretarial Auditors to conduct Secretarial Audit of the Company for the FY 2023-24.

21. Risk Management

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to constitute a Risk Management Committee. However, the Audit Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. 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. A brief note on risk management has been covered in the Management Discussion and Analysis, which forms part of this report.

22. Vigil Mechanism and Whistle Blower Policy

The Board of Directors of the Company has adopted a Vigil Mechanism that provides a formal mechanism for all the Directors, employees and vendors and make protected disclosures about any unethical behaviour, actual or suspected fraud or violation of Companys code of conduct or ethics to the Ethics Counsellor / Chairman Audit Committee, thereby, ensuring that the activities of the Company are conducted in a fair and transparent manner. No person is denied access to the Chairman of the Audit Committee.

The Companys Vigil Mechanism have policies that include the Whistle-Blower Policy for Directors & Employees, the Whistle-Blower Policy for Business Associates, the Whistle-Blower Protection Policy for Business Associates (vendors/customers), Gift and Hospitality Policy (‘G&H), the Conflict-of-Interest (‘COI) Policy for Employees, the Anti-Bribery and Anti-Corruption (‘ABAC) Policy, and Anti-Money Laundering (‘AML) Policy. All these policies are available on the website of the Company at https://trf.co.in/corporate/policies-pledges/

During the Financial Year 2022-23, the Company received 9 whistle-blower complaints, of which 8 complaints were investigated and appropriate actions were taken. However, one complaint was pending as on the date of this report.

23. Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees given and investments made during the year under review in accordance with Section 186 of the Act, is annexed to this Report as Annexure - 4.

24. Related Party Transactions

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Companys website at https://trf.co.in/wp- content/uploads/2020/03/6Policy-on-Related-Party-Transaction.pdf

During the year under review, all transactions entered into by the Company with its related parties were approved by the Audit Committee and were at arms length and in the ordinary course of business of the Company. Prior omnibus approvals have been 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. Details of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 are provided in Annexure - 5 to this Report.

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/consolidated financial statements forming part of the Annual Report FY 2022-23.

25. 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 the 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 received 1 complaint related to sexual harassment, which has been resolved by taking appropriate actions. There are no pending complaints as on the date of this report.

26. Corporate Social Responsibility (CSR)

Considering that the Company has accumulated losses in the immediately preceding three financial years i.e. FY 2019-20, 2020-21 and 2021-22, the Company was not liable to incur any expenditure towards CSR activities during FY 2022-23.

However, the Company has voluntarily undertaken various CSR initiatives in the areas of education, healthcare and environment protection etc. The Company also encourages its employees to participate in various volunteering activities.

In addition to above, the Company has voluntarily undertaken the following CSR activities during the year under review which, inter alia, include the following:

• Encouraging literacy among children

• Employability training & livelihood

• COVID-19vaccination camp for booster dose

• Navjeevan- Blood donation camp

• Tree plantation at TRF nagar

• Free eye health check-up camp at TRF nagar & adjacent community

• Cleaning of durga puja ground, chhath ghat, minor road repairing and illumination of the area

• Essential items distributed to underprivileged at old age home

• Providing lunch to Leprosy patients at Leprosy ashram

27. Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return of the Company for FY 2022-23, is available on the Companys website at https://trf.co.in/investors-relations/ share-holders-information/

28. 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 as Annexure - 6.

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 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 comp_sec@trf.co.in

29. Corporate Governance

The Corporate Governance Report for FY 2022-23 as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The certificate from a Practicing Company Secretary on compliance(s) with the corporate governance norms forms part of the Corporate Governance Report.

The Company has in place, a code of conduct laid by the Board of Directors for all its Board members and senior management of the Company, which is affirmed by them on an annual basis. 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.

30. Selection of New Directors and Board Membership criteria

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experts for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and expertise. Characteristics expected of all directors include independence, integrity, high personal and professional ethics, sound business judgment and ability to participate effectively in deliberations. The Company has in place a Policy on Directors appointment including criteria for determining qualifications, positive attributes, and independence of a director.

The salient features of the Policy are:

1. It acts as a guideline for matters relating to appointment and re-appointment of directors.

2. It contains guidelines for determining qualifications, positive attributes of directors and independence of a director.

3. It sets out the approach of the Company on board diversity.

4. It lays down the criteria for determining independence of a director, in case of appointment of an independent director.

The Policy is available on the website of the Company at https://trf.co.in/wp-content/uploads/2020/04/Policy-on- directors-appointment.pdf. During the year under review, there has been no change to the Policy.

31. Significant and Material Orders passed by the Regulators or Courts

There has been no significant and material order 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.

32. Amalgamation of TRF Limited into and with Tata Steel Limited

The Board, at its meeting held on September 22, 2022, approved the scheme of amalgamation of TRF Limited (‘TRF) into and with the Tata Steel Limited (‘Scheme). The said amalgamation if approved will result in better sustainability, focused growth, operational efficiencies and business synergies.

Upon the scheme coming into the effect, Tata Steel Limited shall without any further application, act, instrument or deed, issue and allot 17 (seventeen) fully paid-up equity shares of nominal value of Rs 1/- each of Tata Steel Limited to the shareholders of TRF Limited (except the Transferee Company i.e. Tata Steel Limited) for every 10 (ten) fully paid-up equity shares of nominal value of Rs 10/- each held by the shareholders in the Company, whose names appear in the register of members, including register and index of beneficial owners maintained by a depository/ (ies) under Section 11 of the Depositories Act, 1996 as on the Record Date. As part of the Scheme, the equity and preference shareholding of the Tata Steel Limited shall stand cancelled.

The Company has received the ‘observation letter dated March 31, 2023 from the National Stock Exchange of India Limited and BSE Limited and has filed an application before the Honble National Company Law Tribunal, Kolkata Bench for necessary directions. The amalgamation is subject to approval from the shareholders and other regulatory/governmental authorities.

33. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Although the operations of the Company at Jamshedpur and its project sites are non-polluting in nature, adequate precautions are taken by the Company, to comply with all regulatory requirements in this regard at all locations. In addition to ensuring compliance with the legal norms, the Company continues its efforts towards tree plantation.

As required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details of the energy conservation, technology absorption and foreign exchange earnings and outgo are annexed to this report as Annexure - 7.

34. 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.

35. Secretarial Standards

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

36. Other disclosure

i. There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

ii. There has been no change in the nature of the business of the Company, as on the date of this Report.

37. Acknowledgements

We thank our shareholders, customers, vendors, investors, business associates, and bankers for their continued support during the year. We place on record our appreciation of the contribution made by all the employees towards improving productivity and in implementation of various initiatives to reduce costs and bring improvement in operational efficiencies.

We also thank our Workers Union, the Government of India, the State Governments where we have operations and other government agencies for their support and look forward for their continued support in the future.

	On behalf of the Board of Directors
	Sd/-
	Avneesh Gupta
	Chairman
	DIN: 07581149
May 5, 2023
Jamshedpur