undefined share price Directors report


To the Members,

Your Directors take pleasure in presenting the 6th Integrated Report [prepared as per Integrated Reporting <IR> framework of the International Integrated Reporting Council (IIRC) (now consolidated into IFRS Foundation)] and the 33rd Annual Accounts on the business and operations of Tata Metaliks Limited (TML or Company) for the financial year (FY) ended March 31,2023.

A. Financial Results

(Rs. crore)
Particulars Financial Year 2022-23 Financial Year 2021-22
Revenue from Operations 3,259.57 2745.53
Total Expenditure before Finance Cost, Depreciation 3,062.48 2367.50
Operating Profit 197.09 378.03
Add: Other Income 13.64 16.65
Profit before Finance Cost, Depreciation and Taxes 210.73 394.68
Less: Finance Costs 32.74 24.50
Profit before Depreciation and Taxes 177.99 370.18
Less: Depreciation and Amortization Expenses 77.29 61.69
Profit before Exceptional Items 100.70 308.50
Exceptional Items - 30.83
Profit before Tax 100.70 33932
Less:Tax Expenses 20.15 101.26
(A) Profit after Tax-from Continuing Operations 80.54 238.06
(B) Loss after Tax - from Discontinued Operations - (0.61)
(c) Profit for the Year (A+B) 84.14 237.45
(D) Other Comprehensive Income net ofTax (1.08) 0.40
(E) Total Comprehensive Income for the Year (C+D) 83.06 237.85
Retained Earnings: Balance Brought Forward from the Previous Year 925.22 700.01
Add: Profit for the Period 80.54 237.45
Add: Other Comprehensive Income Recognized (in Retained Earnings) (1.08) 0.40
Add: Other Movements within Equity - -
Balance 1,004.70 937.85
Which the Directors have apportioned as under to:
(i) Dividend on Ordinary Shares 25.26 12.63
(ii) Tax on Dividend - -
Retained Earnings: Balance to be Carried Forward 979.43 925.22

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.tatametaliks.com/static-files/pdf/policies/ dividenddistributionpolicv.pdf

2. Dividend

The Board has recommended a dividend of Rs.5/- per Equity Share on 3,15,77,500 Equity Shares of Rs.10/- each for FY 2022-23 (previousyear Rs.8 per Equity Share on 3,15,77,500 Equity Shares of Rs.10/-each). The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy and the dividend will be paid out of the profits for the financial year.

The dividend on equity shares is subject to the approval of the Members at the ensuing Annual General Meeting (AGM) scheduled to be held on Wednesday, August 30,2023 and will be paid on and from Monday, September 04, 2023.

The dividend, if approved, would result in a cash outflow of T15.79 crore. The total dividend outgo works out to 19.60% (FY 2021-22:10.64%) of the net profits.

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 Transfer Books of the Company will remain closed from Saturday, August 19, 2023 to Wednesday, August 30, 2023, (both days inclusive) for the purpose of payment of dividend and the AGM for the financial year ended March 31, 2023.

3. Transfer to Reserves

The Board has decided to retain the entire amount of profit for the Financial Year 2022-23 in the statement of profit and loss and no amount is proposed to be transferred to the general reserves.

4. Capex and Liquidity

During the year under review, the Company incurred capital expenditure of around Rs.167 crore, which has been funded through internal accruals. Despite adverse impacts of geopolitical crisis and price volatilities having far reaching impact on input costs and narrowing margins, the Company successfully managed its liquidity situation and ended the year with a cash surplus of Rs.206 crore along with undrawn lines of both fund-based and non-fund based limits, sanctioned by Banks.

5. Management Discussion and Analysis Report

The Management Discussion and Analysis Report, in compliance with Regulation 34(2)(e) of SEBI Listing Regulations, forms an integral part of this report and is annexed herewith as (AnnexureA).

B. Integrated Report and Business Responsibility and Sustainability Report

In line with the Companys commitment to stakeholders to adopt sustainable business practices, we transitioned from a compliance-based reporting to the governance-based reporting by adopting the Integrated Report <IR> framework of the International Integrated Reporting Council (IIRC) (now consolidated into IFRS Foundation).

Our 6th <IR> not only highlights our value creation process woven around our six business pillars but also provides enhanced disclosures around our business model, material issues and stakeholders. Environment Social and Governance (ESG) outcomes, response to external challenges, value creation outcomes, and risk management and governance aspects.

The enhanced disclosures are in line with our commitment to enhance accountability and promote a transparent approach to corporate reporting.

In accordance with Regulation 34(2)(f) of the SEBI 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 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 capitalisation, to transition to BRSR from FY 2022-23 onwards. We had voluntarily presented our BRSR for FY2021-22 last year. We are glad to present our second BRSR for FY2022-23.

C. Operations and Performance

Financial & Operational Performance

FY 2022-23 has been a year of challenges and resilience. Pig Iron (PI) demand, which showed signs of recovery in Q4 FY 2021-22, remained largely depressed throughout the Fiscal coupled with downward price corrections. Utilization levels dropped to as low as 50-70% among major foundry clusters. The Fiscal year started with a high export duty on iron & steel products, dampening demand severely. There was hardly any export from India in Q2 due to imposition of export duty of 15% in May 2022. Although the duty was withdrawn in mid-November 2022, the over-supply situation in domestic market continued for the entire financial year.

On the Ductile Iron Pipe (DlP) business, after dispatches and prices both peaking in Q4 FY 2021-22, there was significant drop in Q1 FY 2022-23 and the situation remained largely similar till Q2 FY 2022-23. Prices started to strengthen in Q3 FY 2022-23 onwards and dispatches improved steadily, ending the year with the highest ever dispatch of 296 kt (237 KT in FY 2021-22) for the Company.

Despite various challenges and price volatility, the Company remained resilient and continued to focus on its operational performance with increased operational efficiencies in the areas of power generation and production of Hot Metal, Coke and DIP. The continued focus on improvement initiatives and agile procurement strategies could partially mitigate the adverse impact of rise in input costs and the Company achieved an EBITDA from Operations of Rs.210.73 crore (FY 2021-22: Rs.394.68 crore) and Profit Before Tax (PBT) of Rs.100.70 crore (FY 2021-22: Rs.339.32 crore).

D. Key Developments

1. Change in Capital Structure

There has been no change in the capital structure of the Company during the year under review.

The Equity Share Capital of the Company is ^31,57,75,000 divided into 3,15,77,500 Equity Shares of Rs.10/-each as on the close of the FY 2022-23.

2. Amalgamation

a) Withdrawal of Scheme of Amalgamation of Tata Metaliks Limited into and with Tata Steel Long Products Limited

The Board of Directors of the Company, at its Meeting held on September 22,2022, considered and approved withdrawal of the Scheme of Amalgamation of the

Company into and with Tata Steel Long Products Limited, owing to significant changes in underlying business conditions of both the companies resulting in dilution of the inherent benefits which were initially envisaged.

b) Scheme of Amalgamation of Tata Metafiles Limited into and with Tata Steel Limited

The Board, at its meeting held on September 22,2022, approved the scheme of amalgamation of the Company into and with its holding Company i.e. Tata Steel Limited (Scheme). The Board has recommended a share exchange ratio of 79 fully paid-up equity shares of nominal value of Rs.1/- each of Tata Steel Limited (TSL) for every 10 fully paid-up equity shares of nominal value of Rs.10/-each held by the public shareholders of the Company. As part of the Scheme, the equity shareholding of TSL in the Company shall stand cancelled. The Company has received the observation letter1 dated March 31, 2023 from the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) 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.

3. Credit Rating

The Company enjoys a sound reputation for its prudent financial management and its ability to meet financial obligations. The credit rating of the Company for long-term stands was upgraded during the year and stands at [ICRA] AA and short-term facilities stands at [ICRA] A1+. The details of Credit Ratings are provided in Corporate Governance Report.

E. Sustainability

The Companys philosophy of sustainable value creation is deep rooted with the core values of the Tata Group. Underpinning this philosophy is a strong focus on zero harm along with resource efficiency and circular economy, minimizing carbon footprint and care for community and workforce. This is ensured through a broad spectrum of focused interventions in areas of environment management, water sustainability, carbon emission reduction and community development.

Our commitment to serve our stakeholders is deployed by the linkage of our business priorities with United Nations Sustainable Development Goals (UN SDGs). The Company has set in motion a roadmap towards carbon neutrality, enhancing value proposition on circular economy, implementing renewable/ alternate energy sources and higher carbon pricing for revenue and capital decisions, to name a few.

Various initiatives taken in the last fewyears have not only improved our ESG performance but also improved the lives of the focused communities. External voluntary assessments by leading institutes and independent agencies, internal benchmarking study of ESG practices to acknowledge and adopt the best practices and materiality assessment help us regularly calibrate our interventions in our sustainability journey. The Company continued to make its carbon emission disclosure directly under Carbon Disclosure Project (CDP) for its stakeholders. We are pleased to report that we received "B" Rating in Climate Change Disclosure, an improvement of 4 levels from last years rating. The Company also received "A"- Rating in CDP-Supplier Engagement Rating (SER); an improvement of three bands over the previous year.

During the year, we embarked on a renewed effort to recalibrate our decarbonization journey. We are engaging with a reputed global team of professionals to help us recalibrate our decarbonisation efforts, identify focussed levers of decarbonization, to achieve our targets of Carbon neutrality.

The Company continues to be committed to serve its customers through a portfolio of products and disclosure of the environmental impact of its products by using the Life Cycle Assessment (LCA) methodology. Some of the key interventions on the sustainability front undertaken by the Company include setting up of the second solar power plant and a solar water heating system, increased local community development in the areas of Education and Essential amenities, operating a Skill Development Centre, and the sustained effort towards the flagship TML 300 Schools project to name a few.

Environment & Climate Change

The Company sustains its continuing journey towards minimizing environmental impact of its operations. In line with the Tata Group core values, concern for environment under the strategic business pillar ofResponsible Corporate Citizenship is deeply embedded in Companys vision and strategy. The Company has implemented environment, health and safety management systems in accordance with standards ISO 14001, ISO 45001 and SA 8000, which provides the necessary framework for managing compliance and improving environmental performance. The Safety, Health & Environment Committee of the Board provides oversight and necessary guidance on environmental matters. The manufacturing plant at Kharagpur operates in harmony with environment, based on the principles of Reduce, Reuse and Recycle.

Climate change is one of the most pressing issues the world faces today and the Company recognizes the same and is committed to optimise water consumption, reduce waste, and reduce carbon and energy footprints. The drive towards renewable energy and minimizing emissions is reflected in its various initiatives- setting up another Solar Power Plant, continued adoption of Electric Vehicles (EVs) inside the plant and several efforts towards sustainable business practices.

Safety and Health

The Company under the guidance of the Safety, Health and Environment (SHE) Committee remains committed to its objective of achieving Zero Harm through its strategies that include Contractor Safety Management, Process Safety, Risk- based thinking and transforming the mindset of employees to enhance Behavioural Safety. During the year under review, renewed thrust was made on Risk-based Safety approach by eliminating or reducing high risk activities through engineering controls and automation. Further, behaviour- based culture study was conducted to understand Safety

Maturity Index Level. Efforts towards Hazard Identification and Risk Assessment (HIRA) in new recalibrated HIRA matrixand implementation of Process Safety Risk Management (PSRM) in critical processes are helping develop a Risk- based approach to Safety, to give thrust to achieving the ultimate goal of Zero Harm.

Customer Relationship

Customer-centricity forms the core of Companys strategic business pillar of "Supplier of Choice". The Companys marketing strategy is built around developing deep customer engagement, differentiated product & service offerings and leveraging digital to improve the customer experience journey. During the year, the Company continued to engage with customers and offered technical services and technical webinars with both, domestic and international customers, further leveraging the knowledge capital.

The Companys digital initiatives has served as a big differentiator in the market place and helped the Company to develop stronger relationships with customers. Regular usage of data analytics tools such as pricing analytics has helped the Company in sharpening its pricing strategy. During the year, various technical webinars, technical services and onsite interactions were carried out to facilitate promotion.

During the year, the Company also forayed into monetizing its technical services. The new initiative is aimed at increasing the brand visibility of the Companys product portfolio as we increase our service offerings in various segments in the fast growing water infrastructure industry.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) initiatives of the Company aligned with the core purpose of the Tata Group and embodied across the value chain. The Company is committed to improving the quality of life of the community through longterm value creation for all its stakeholders.

The Company continued with its focused interventions in the areas of Education and Essential Amenities which include projects on health, sanitation, water conservation and sustainability. Further, the Company also engaged with the community to develop entrepreneurs through formation of self-help groups in partnerships with other organisations.

The Company has partnered with Tata Strive to impart quality training at its Skill Development Centre with the objective of making the youth employable.

The CSR activities are carried out through Sadbhavna Trust. In terms of Section 135 of the Companies Act, 2013 (Act) and the Rules framed there under, brief outline of the CSR policy and the prescribed details are part of the Annual Report on CSR activities annexed to this report as (Annexure B). The CSR Policy can be viewed at https://www.tatametaliks.com/static-files/pdf/policies/ Corporate-Social-Responsibilitv-Accountabilitv-Policv.pdf. For other details, please refer to the Corporate Governance Report, which forms part of this report.

The Company continues its concerted efforts on water sustainability through focused interventions including reduction in water consumption, creating water conservation & harvesting structures, deepening of ponds, etc., in and around the plant. In line with the objective of making water available to the community, the Jal se Jeevan project saw further progress during the year with excavation of several rainwater capturing ponds and infrastructure.

During the year under review, employees of the Company clocked 7,191 Volunteering (EV) hours in the service of the community. A sum of Rs.681.50 lakhs was contributed to the Sadbhavna Trust for CSR and Affirmative Action initiatives against the minimum statutory requirement of Rs.544.89 lakhs for the year under review.

F. Corporate Governance

Guided by the tenets of transparency and openness, the governance approach focuses on the effective working of the Management and the Board, while ensuring that corporate behaviour remains responsible. We consider it our inherent responsibility to disclose timely and accurate information regarding the operations and performance, leadership, and governance of the Company. The Company remains committed to raise the bar in adopting and adhering to transparent and ethical corporate governance practices. The practices reflect the Tata Groups values and ethos, organization culture, polices and the relationship with various stakeholders. As a responsible organization, timely and accurate disclosure in respect to Companys operational performance, material corporate events as well as on leadership and governance is done for the interest of all stakeholders.

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, forms part of this Integrated Report & Annual Accounts 2022-23 at (Annexure C).

1. Meetings of Board and Committees of Board

The Board met 5 (five) 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 prior to the Board meeting, or whenever the need arises for transacting business. Details of composition of the Board and its Committees as well as the meetings held during the year under review and the Directors attending the same are provided in the Corporate Governance Report forming part of this Report.

2. Selection of New Directors and Board Membership Criteria

The Nomination and Remuneration Committee (NRC) engages with the Board to evaluate 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. The NRC, based on such evaluation, determines the role and capabilities required for appointment of Independent Director. 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 a well-defined policy for appointment of Directors, Key Managerial Personnel (KMP) and other employees including their remuneration. The NRC recommends suitable candidates to the Board, based on their qualifications, positive attributes and experiences for Board Membership. 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.

The Policy is available on our website at https://www. tatametaliks.com/static-files/Ddf/Dolicies/TML-NRC-Dolicv.pdf.

3. Familiarization 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 familiarize the new Directors with the Companys business operations. The new Directors are given an orientation on the products of the business, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company. In compliance with the provisions of the SEBI Listing Regulations, the Company facilitates various programmes/ awareness sessions for Independent Directors.

Details of the familiarization programmes given to the new and existing Independent Directors in the areas of strategy/ industry trends, operations & governance, and safety, health and environment initiatives are provided in the Corporate Governance Report, annexed herewith, and the policy as adopted by the Company is also available on our website at https://www.tatametaliks.com/static-files/pdf/policies/policv- proa-director.pdf

During FY 2022-23 no new Independent Director was inducted to the Board.

4. Board Evaluation

The Board evaluated the effectiveness of its functioning, of the Committees and of individual Directors, pursuant to the provisions of the Act and the SEBI Listing Regulations. The Board carried out an annual evaluation of its own performance, the performance of the Independent Directors individually as

well as an evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Directors, pursuant to the provisions of the Act and SEBI Listing Regulations.

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

- Degree of fulfilment of responsibilities towards key 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 meeting with the I ndependent Directors (IDs) and the Chairman of 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. Additionally, the evaluation process compared the evaluation reports of earlier years and reviewed the areas where improvements have been made and the areas where further improvement is desired.

In a separate meeting of the IDs held on March 29,2023, the performance of the Non-Independent Directors and the Board as a whole including the Chairman of the Board were evaluated taking into account the views of Executive Directors and other Non-Executive Directors. The feed back of the Independent Directors was shared with the NRC.

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.

Outcome of Evaluation

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.

In the coming year, the Board intends to enhance focus on Safety and Sustainability.

5. Remuneration Policy for the Board and other Employees

In determining the remuneration of the Directors, Key Managerial Personnel (KMP) and other employees of the Company, based on the recommendations of the NRC, the Board has approved the Remuneration Policy for Directors, Key Managerial Personnel 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 employees.

- It lays down the parameters for remuneration payable to Directors for services rendered in other capacity.

During the year under review, there has been no change in the Policy. The said Policy is available on our website at https:// www.tatametaliks.com/static-files/pdf/policies/TML-NRC-policv. pdf

6. 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 D). 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 Integrated Report and Annual Accounts 2022-23. 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 investors@tatametaliks.co.in.

7. Directors

The year under review saw the following changes to the Board of Directors (Board).

Induction to the Board

Upon the recommendation of NRC, the Board unanimously considered and approved appointment of Mr. Alok Krishna as Managing Director of the Company effective November 1,2022. On January 30,2023, the Shareholders of the Company, by way of a special resolution passed through postal ballot, approved the appointment of Mr. Krishna as Managing Director of the Company for a period of three years.

Re-appointment of Director retiring by rotation

In terms of the provisions of the Companies Act, 2013 read with Articles of Association of the Company, Mr. Koushik Chatterjee (DIN: 00004989), Non-Executive Director of the Company, retires at the ensuing AGM and being eligible, seeks re-appointment. The necessary resolution for re-appointment of Mr. Chatterjee forms part of the Notice convening the ensuing AGM scheduled to be held on Wednesday, August 30,2023.

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

Resignation

Mr. Sandeep Kumar (DIN: 02139274) resigned as Managing Director of the Company effective the close of business hours of October 31,2022, to take up a similar opportunity in the Tata Steel Group. The Board of Directors placed on record their deep appreciation for the contributions and guidance provided by Mr. Kumar during his tenure.

8. Independent Directors Declaration

The Company has received the necessary declaration from each Independent Director (IDs) 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 Regulation 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, as per the confirmations received from the IDs, 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 proficiency in terms of Section 150(1) of the Act) of all IDs 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, IDs of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

9. Key Managerial Personnel

Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Alok Krishna, Managing Director, Mr. Subhra Sengupta, Chief Financial Officer, and Mr. Avishek Ghosh, Company Secretary and Compliance Officer as on March 31,2023. During the year under review, there has been one change in the Key Managerial Personnel. Mr. Sandeep Kumar (DIN: 02139274) ceased to be the Managing Director of the Company effective the close of business hours of October 31, 2022. Mr. Alok Krishna (08066195) assumed the role as Managing Director and Key Managerial Personnel of the Company effective November 01,2022.

10. Audit Committee

The Audit Committee (Committee) is duly constituted as per the provisions of the Act and applicable Rules framed there under read with the SEBI Listing Regulations. The primary objective of the Committee is monitoring and supervising the Managements financial reporting process to ensure accurate and timely disclosures with highest levels of transparency, integrity and quality of financial reporting.

The Committee comprises of Mr. Krishnava Dutt (Chairman),

Dr. Pingali Venugopal, Ms. Samita Shah and Mr. Amit Ghosh.

The Committee met 6 (six) times during the year under review. Details of terms of reference of the Committee, number and dates of meetings held and attendance of Members during the year are part of the Corporate Governance Report.

During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

11. 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 ofthis Integrated Report and Annual Accounts 2022-23.

12. Risk Management

Risks are integral to any business, and the Companys Risk Management framework over the years has evolved in line with the strategic objectives and changes in the operating environment. It helps to predict and undertake pre-emptive response to manage and mitigate key risks. Amidst various micro and macro uncertainties and volatile business environment, the Company faces frequent changes in technology, geo-politics, financial markets, regulations, etc. which affect the value chain at large. To build a sustainable business that can respond to these changes, the Company has an agile and responsive risk management framework for identifying, prioritising and mitigating risks which may impact attainment of short and long-term business goals of the Company.

The Company has deployed an Enterprise Risk Management (ERM) frameworkto create long-term value and become a risk intelligent organization that drives informed decision making to proactively prepare for unforeseen scenarios. The Risk Management framework,is aligned with the holding Companys Group Risk Management process, is based on international standards like Committee of Sponsoring Organization of the Treadway Commission (COSO) and ISO 31000 and is aligned with strategic planning and capital project evaluation process of the Company. The process aims to analyse internal and external environment and manage economic, financial, market, operational, compliance, sustainability and business continuity risks and capitalises on opportunities for business success. The development and implementation of Risk Management policy has been covered in the Management Discussion and Analysis, which forms part ofthis report.

The Company periodically reviews the identified key risk areas which are mapped and linked with the operational objectives of the Company. These risks are periodically revisited against their respective mitigation plans. The Board has a separate Risk Management Committee consisting of Directors and a management representative, responsible for monitoring and reviewing the risk management plan, ensuring its effectiveness and sets the context for implementation of the ERM across the organisation. The Audit Committee also 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. The Risk Management Committee meets at periodic intervals and monitors, evaluates and strengthens the effectiveness of risk management framework of the Company.

The Companys risk-based culture enabled it to manage the uncertainties in a volatile and challenging business environment during the year under review. Further, business decisions were pivoted to achieve cash neutrality in operations by reducing spend, managing working capital and reducing capital expenditures. Operating regime was recalibrated in response to the decline in domestic demand. Supply chain disruptions were managed through robust planning and developing alternate suppliers. In view of sluggish domestic dispatches, risk to sales was mitigated through enhanced exports and new international markets were cultivated.

During the year under review, the Company has made significant progress in its journey towards risk intelligence and the management is working under the active guidance of the Risk Management Committee and the Board to navigate the volatile economic environment.

13. Vigil Mechanism / Whistle Blower Policy

The Company has a well-defined Vigil Mechanism policy in place that provides a formal process for all Directors, employees, business associates and vendors of the Company to approach the Ethics Counsellor/Chairman of the Audit Committee. Due awareness is made across the organization and business partners to enable anyone 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 accessto the Chairman of the Audit Committee. In addition, Directors, employees, and vendors, can approach the Ethics Counsellor to make any such protected disclosure. During the year under review, the Company also undertook a series of communication and training programmes for various stakeholders.

The Whistle Blower Policy is an extension of the TCoC which requires every Director/employee/business associate/vendor to promptly report to the Management any actual or possible violation of the TCoC or any event which he or she becomes aware of, that could affect the business or reputation of the Company. The said policy is available on the Companys website at www.tatametaliks.com/static-files/pdf/policies/ whistleblower-policv.pdf. The Vigil Mechanism of the Company includes policies viz. Whistle Blower Policy, Gifts Policy, the Anti-Bribery & Anti-Corruption (ABAC) Policy and Anti Money laundering Policy (AML) as adopted by the Company and which are available on the website of the Company at https://www.tatametaliks.com/corporate/policies/. During the year under review, the Company received 15 (fifteen) whistle blower complaints which were duly investigated and resolved.

14. Disclosure as per 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 there under. All employees (permanent, contractual, temporary, trainees, etc.) are covered underthis Policy.

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 pending complaint of the previous year was duly closed. The Company received 1 (one) complaint of sexual harassment during the year. As on the date of this report, the matter has been resolved.

15. 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. The Policy can be accessed on the Companys website at https://www.tatametaliks.com/wp- content/uploads/2023/02/rpt-policv-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 Companies Act, 2013.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022-23 and hence does not form part of 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 financial statements forming part of this Integrated Report & Annual Accounts 2022-23.

16. Directors Responsibility Statement

Based on the framework of IFC established and maintained, the work performed by the internal, statutory 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 the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2022-23.

Accordingly, pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Board, 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 along with proper explanation relating to material departures;

b) 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;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records

in accordance with the provisions of this Act 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 in the Company and that such internal financial controls are adequate and were operating effectively; and

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

17. Subsidiaries, Joint Ventures and Associates

The Company does not have any subsidiary, associate or joint venture Company as on March 31, 2023. Accordingly, the requisite disclosure as per Section 129(3) of the Act in Form AOC-1 is not applicable.

18. Auditors Statutory Auditors

Members of the Company at the 27th Annual General Meeting held on July 26, 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 Shareholders approved the re-appointment of PW for a second term of five years commencing the conclusion of 32nd AGM until the conclusion of the 37th AGM to be held in the year 2027.

Further, the remuneration to be paid to Statutory Auditors for FY 2023-24 is Rs.41 lakhs plus out of pocket expense and the remuneration for the remaining tenure of their second term as Statutory Auditors shall be mutually agreed between the Board of Directors and PW, from time to time.

The report of the Statutory Auditors forms part of this Integrated Report and Annual Accounts 2022-23.

Secretarial Auditor

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

Accordingly, in compliance with the provisions of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, upon the recommendation of the Audit Committee, had approved the appointment of Mr. P. V. Subramanian, Company Secretary in Whole-time- Practice [C.P. No. 2077, ACS 4585], as the Secretarial Auditor of the Company for the financial year ending March 31, 2023.

The Secretarial Audit Report for the financial year ended March 31,2023, in Form MR-3, forms an integral part of this report and is annexed herewith as (Annexure E).

Cost Auditors

Pursuant to the provisions of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain its cost records and get the same audited by a Cost Accountant in practice. Accordingly, the cost recordsare made and maintained bythe Company as required under Section 148(1) of the Act.

The Board has, based on the recommendation of the Audit Committee, approved appointment of Messrs. Shome & Banerjee, Cost Accountants (Firm Registration No: 000001) as the Cost Auditors of the Company for the financial year ending March 31, 2024.

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.

Pursuant to Section 148 of the Act, read with Rule 14(a)(ii) of Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of Rs.3.50 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 2023- 24 as recommended by the Audit Committee and approved by the Board has to be ratified by the Members of the Company. The same is placed for ratification of Members and forms part of the Notice of the AGM.

19. AuditorsQualification

No qualifications, reservations, adverse remarks or disclaimers are provided in the reports by the Statutory Auditors, Secretarial Auditor and Cost Auditors respectively.

20. Reporting of Fraud

During the year under review, the Statutory Auditors,

Secretarial Auditors and Cost 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.

21. Annual Return

The Annual Return for financial year 2022-23 as per provisions of the Act and Rules thereto, is available on the Companys website at httnsV/www.tatametaliks.com/

22. Significant and Material Orders Passed by the Regulators or Courts

There has been no significant and material order(s), passed by any Regulator(s) or Court(s) or Tribunal(s), impacting the going concern status of the Companys operations. However, Members attention is drawn to the statement on contingent liabilities and commitments in the notes to the Financial Statements. No material changes and commitments have occurred after the close of the financial year till the date of this Report which affects the financial position of the Company for the reporting period.

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 Companies Act, 2013 is annexed to this report (Annexure F)

24. Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

Details of energy conservation, technology absorption and foreign exchange earnings and outgo are annexed herewith as (Annexure G).

25. Deposits

The Company has not accepted any fixed deposits nor does the Company has any outstanding deposits under Section 73 of the Act, read with the Companies (Acceptance of Deposit) Rules, 2014 as on the date of the Balance Sheet.

26. 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.

27. Other Disclosures

(a) There has been no change in the nature of business of the Company as on the date of this Report.

(b) There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

(c) 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.

Awards and Accolades

Your Directors are happy to report that the Company was bestowed with several awards during the year. Noteworthy ones are mentioned below:

- Cll - CAP (Climate Action Program) 2.0 Oriented Category Award for Energy, Mining and Heavy Manufacturing Sector

- Cll DX Innovative Best Practices Award - Operational Excellence Category

- GreenCo Gold award by Cll - Sohrabji Godrej Green Business Centre

- Cll Digital Trasnformation Award for Robotics

- 4.5 star Rating Received in Cll ENCON Award

- Certified as Great Place to Work

- Winner under the listed medium category at theCorporate Governance Recognition 2022 organised by Bengal Chamber of Commerce and Industry

G. Acknowledgements

Your Directors take this opportunity to thank its Stakeholders,

i.e. Members, Customers, Vendors, Dealers, Investors,

Business Associates and Bankers, for their continued support during the year. They place on record their deep sense of appreciation for the contribution made by Senior Leadership team and employees at all levels across the organisation.

The resilience to meet and successfully overcome several challenges was possible due to their hard work, solidarity, co-operation and support. Your Directors also express their gratitude towards Government of India, Government of West Bengal and other States in India, concerned Government Departments and Agencies and Regulatory Authorities for their continued support.

On Behalf of the Board of Directors
Sd/-
Koushik Chatterjee
Place: Mumbai Chairman
Date: April 28,2023 DIN:00004989