TAYO ROLLS LIMITED

45th Annual Report 2012 - 2013

 Board of Directors
(As on 25.04.2013)

Mr. Anand Sen (Chairman)

Mr. Dipak K. Banerjee

Dr. S. K. Bhattacharyya

Mr. Osamu Nishimura Prof. Ranjan Das

Mr. V. S. N. Murty Mr. Sudev C. Das Mr. Hridayeshwar Jha

(Managing Director)
 Management Team
(As on 25.04.2013)

Mr. Hridayeshwar Jha - Managing Director

Mr. Abhijit Mitra - Vice President (Marketing)
Mr. R. R. Mishra - Vice President (HR & IR)
Mr. B. K. Singh - Vice President (Operations)
Mr. P. D. Mundhra - Vice President (Engg.)
Mr. S. K. Bandhopadhaya - Sr. General Manager (Operations)
Mr. N. G. Murty - General Manager (P & Engg.)
Mr. Amit K. Gupta - General Manager (TQM)
Mr. Prashant Kumar - Company Secretary & C.O.

REGISTERED OFFICE XLRI New Administrative Building,

XLRI Campus, Circuit House Area (East),
Jamshedpur - 831 001

BANKERS Bank of India

IDBI Bank Ltd
State Bank of India
HDFC Bank Ltd
Axis Bank Ltd

STATUTORY AUDITORS M/s Deloitte Haskins & Sells

Chartered Accountants

COST AUDITORS M/s Shome & Banerjee

Cost Accountants

REGISTRAR & TRANSFER AGENTS TSR Darashaw Private Limited

6-10 Haji Moosa Patrawala Industrial Estate
20, Dr. E.Moses Road
Mahalaxmi, Mumbai-400 011

INVESTORS DEDICATED E-MAIL tayoregd@tayo.co.in

TAYO ROLLS
Forty-Fifth annual report 2012-13

CONTENTS

Chairman’s Statement 2

Highlights 3

Notice 4

Director's Report 10

Management Discussion and Analysis 18

Certification by CEO & DGM (F & A) 21

Certificate on Corporate Governance 21

Corporate Governance Report 22

Auditors' Report 31

Annexure to Auditors' Report 32

Balance Sheet 34

Profit and Loss Account 35

Cash Flow Statement 36

Notes forming part of the Financial Statements 37

Financial Statistics 63

Annual General Meeting is on Friday, June 14, 2013 at Tata Management Development Centre (TMDC)
Auditorium, XLRI Campus, C. H. Area (East), Jamshedpur 831 001 at 3.00 p.m. As a measure of economy,
copies of the Annual Report will not be distributed at the Annual General meeting. Shareholders are requested
to kindly bring their copies to the meeting.

Tayo Rolls Limited Visit us at : www.tayorolls.co.in

1
TAYO ROLLS

Forty-Fifth annual report 2012-13

Chairman’s Statement

Dear Shareholders,

It gives me pleasure to reach you once again through this Annual Report. The steel industry continued to
be sluggish in last fiscal resulting in low demand for rolls which had affected the performance of your
Company. I am sure that the measures being taken to improve the quality will not only reduce rejection but
will also result in increased production at reduced cost. This coupled with the 'working together' culture
will further improve the performance of the Company.

I am happy to inform you that the actions taken by the Management for implementation of additional
facilities in forge roll project and up gradation of existing cast roll facilities have started showing results.
The production and dispatches of cast & forged rolls are higher than the PY-12. There is a considerable
increase in the production of Ingots from 1933 tons in FY-12 to 5283 tons in FY-13 and Engineering
Forgings from 64 tons in FY-12 to 1248 tons in FY-13.

Another commendable achievement of your Company during last fiscal year is the continuous good
performance of Mini Blast Furnace with 25645 tons of production as against 17248 tons in FY 12
contributing significantly to the bottom-line. This good trend of increase in all segments of production is
very commendable and we are sure that your Company will definitely achieve its Targets in next fiscal year
and will maintain its pre-eminent position in its business.

I on behalf of the Board would like to place on record the appreciation for the valuable contributions made
by Mr. Om Narayan during his tenure as Managing Director of the Company since April, 2010. I welcome
Mr. Hridayeshwar Jha as the Managing Director of the Company with effect from April 01, 2013, and
hope that the Company would benefit immensely with the vast experience of Mr. Jha.

On behalf of the Board, I would also like to place on record the appreciation for the valuable guidance and
contributions made by Mr. S. N. Menon during his tenure as director. I welcome Mr. Sudev C. Das who is
appointed as an additional director on the Board and hope that the Company will get benefited from his
long years of experience.

I would like to place on record my sincere thanks to all our stakeholders, employees and Tayo Workers
Union for their continued support, commitment and contribution in these challenging times. I thank all my
colleagues on the Board for their valuable guidance.

Entire 'TAYO Family' joins me to convey our gratitude and heartfelt thanks to our promoters Tata Steel
Ltd. and Yodogawa Steel Works, Limited, Japan, for their continued support and guidance which will give
us the strength to face all future challenges with fortitude.

With best regards,

Anand Sen
Chairman

2
HIGHLIGHTS

2012-13 2011-12 2010-11

OPERATIONAL

Production — Rolls Tonnes 8088 7258 7221

— Pig Iron* Tonnes 25645 17248 9479

— Ingot Tonnes 5283 1933 2417

— Engineering Forging Tonnes 1248 64 13

Sales — Rolls Tonnes 8127 7202 7516

— Pig Iron* Tonnes 23836 14604 8087

— Ingot Tonnes 1371 1280 1615

— Engineering Forging Tonnes 1259 66 —

Capacity Utilisation — Rolls Percent 60 54 54

— Pig Iron* Percent 64 43 24

— Ingot Percent 24 10 12

FINANCIAL

Turnover (Gross) Rs. lakhs 19665 15233 14728

Depreciation Rs. lakhs 1916 1811 562

Profit before tax Rs. lakhs (3374) (5312) (3044)

Profit after tax Rs. lakhs (3374) (5312) (3044)

Net Worth per share Rupees 44.39 77 47

Transfer to General Reserve Rs. lakhs — — —

Shareholder’s Funds Rs. lakhs 4555 7929 4788

Capital Expenditure Rs. lakhs 1135 561 2714

Employee’s Cost Rs. lakhs 3305 2998 2999

Dividend Percent — — —

* Pig Iron operation was resumed on April 15, 2011

3
TAYO ROLLS
Forty-Fifth annual report 2012-13
NOTICE
THE FORTY-FIFTH ANNUAL GENERAL MEETING OF
TAYO ROLLS LIMITED will be held at Tata Management
Development Centre (TMDC) Auditorium, XLRI Campus,
Circuit House Area (East), Jamshedpur 831 001 on
Friday, June 14, 2013 at 3.00 p.m. to transact the
following business:
ORDINARY BUSSINESS:
1. To receive, consider and adopt the Audited Balance
Sheet as on March 31, 2013 and the Audited Profit
and Loss Account for the year ended on that date
together with reports of the Board of Directors and
the Auditors thereon.
2. To appoint a Director in place of Dr. S. K.
Bhattacharyya, who retires by rotation and, being
eligible, offers himself for re-appointment.
3. To appoint a Director in place of Prof. Ranjan Das,
who retires by rotation and, being eligible, offers
himself for re-appointment.
4. To appoint Auditors and to fix their remuneration.
SPECIAL BUSINESS:
5. To appoint a Director in place of Mr. Hridayeshwar
Jha, who was appointed as an additional director
of the Company by the Board with effect from
December 01, 2012 under Section 260 of the
Companies Act, 1956, (the Act) and who holds
office up to the date of forthcoming Annual
General Meeting but is eligible for appointment and
in respect of whom the Company has received a
notice in writing from a Member proposing his
candidature for the office of Director under the
provisions of Section 257 of the Act.
6. To appoint a Director in place of Mr. Sudev
Chandra Das, who was appointed as an additional
director of the Company by the Board with effect
from April 25, 2013 under Section 260 of the
Companies Act, 1956, (the Act) and who holds
office up to the date of forthcoming Annual
General Meeting but is eligible for appointment and
in respect of whom the Company has received a
notice in writing from a Member proposing his
candidature for the office of Director under the
provisions of Section 257 of the Act.
7. To appoint a Director in place of Mr. V. S. N. Murty,
who was appointed as an additional director of the
Company by the Board with effect from April 25,
2013 under Section 260 of the Companies Act,
4
1956, (the Act) and who holds office up to the
date of forthcoming Annual General Meeting but
is eligible for appointment and in respect of whom
the Company has received a notice in writing from
a Member proposing his candidature for the office
of Director under the provisions of Section 257 of
the Act.
8. To consider and, if thought fit, to pass with or
without modification(s), the following resolution as
an Ordinary Resolution:
"RESOLVED that pursuant to the provisions of
Section 16 sub-section (1), read with sub-section
(2) of Section 94 and other applicable provisions,
if any, of the Companies Act , 1956 (including
any amendment thereto or re-enactment thereof)
the Authorised Share Capital of the Company be
and is hereby increased from the existing Rs.
100,00,00,000/- (Rupees one hundred crores
only) divided into 1,50,00,000 (one crore fifty
lakhs) Equity Shares of Rs. 10/- (Rupees ten only)
each and 85,00,000 (eighty five lakhs) Redeemable
Preference Shares of Rs. 100/- (Rupees one
hundred only) each to Rs. 200,00,00,000/-
(Rupees two hundred crores only) divided into
1,50,00,000 (one crore fifty lakhs) Equity Shares
of Rs. 10/- (Rupees ten only) each and 185,00,000
(one crore eighty five lakhs) Redeemable Preference
Shares of Rs. 100/- (Rupees one hundred only)
each, by creation of additional 100,00,000 (one
crore) Redeemable Preference Shares of Rs.100/-
(Rupees one hundred only) each and that clause 5
of the Memorandum of Association of the
Company be and is hereby altered accordingly."
9. To consider and, if thought fit, to pass with or
without modification(s), the following resolution as
a Special Resolution:-
"RESOLVED that pursuant to the provisions of
Section 31 and other applicable provisions of the
Companies Act, 1956, as amended, the Article 6
of the Articles of Association of the Company be
substituted by the following clause:
Article -6
The share capital of the Company is Rs.
200,00,00,000/- (Rupees two hundred crores
only) divided into 1,50,00,000 (one crore fifty
lakhs) Equity Shares of Rs. 10/- (Rupees ten) each
and 185,00,000 (one crore eighty five lakhs)
Redeemable Preference Shares of Rs. 100/-
(Rupees one hundred only) each."
10. To consider and, if thought fit, to pass with or
without modification(s), the following resolution as
a Special Resolution:
"RESOLVED that subject to the provisions of
Section 81(1A), 85, 86 and other applicable
provisions, if any, of the Companies Act, 1956,
including any amendment thereto or statutory
modification(s) or re-enactment(s) thereof for the
time being in force (the "Companies Act"), the
regulations/guidelines, if any, issued/prescribed by
the Gover nment of India, the Securities and
Exchange Board of India ("SEBI") and the Reserve
Bank of India, the Foreign Exchange Management
Act, 2000, the Foreign Exchange Management
(Transfer or Issue of Securities by a Person Resident
Outside India) Regulations, 2000, the Foreign
Exchange Management (Borrowing or Lending in
Rupees) Regulations, 2000, including any
amendment, modification, variation or re-
enactment thereof, the applicable Master Circular
on External Commercial Borrowings and Trade
Credits (updated as on date) and in accordance with
the relevant provisions of the Memorandum and
Articles of Association of the Company the
consent, authority and approval of the shareholders
of the Company be and is hereby accorded to
create, offer, issue and allot additional 100,00,000
(one crore) Redeemable Preference Shares of
Rs. 100/- (Rupees one hundred only) each to the
extent of Rs. 100,00,00,000 (Rupees one hundred
crores only) on preferential basis to the promoters
of the Company in one or more trenches, with the
liberty to the Board or Committee thereof to issue
and allot the said shares as and when required and
that such Redeemable Preference Shares shall be
redeemable at par not later than the expiry of ten
years from the date of allotment and entitle the
holder for dividend at the rate to be decided by the
Board or Committee thereof, subject to the
provisions of the Companies Act and on such other
terms and conditions as may be decided by the
Board of Directors of the Company or a committee
thereof (hereinafter referred to as the "Board" which
term shall include a duly authorised committee
thereof for the time being exercising the powers
conferred by the Board) including issue price, face
value, premium amount on issue as the Board in
its absolute discretion may deem fit and to do all
such acts, deeds, matters and things as it may, in
its absolute discretion, deem necessary or desirable
for such purpose, including to sign all deeds,
documents, share certificates and writings etc. and
to pay any fees and expenses relating thereto and
with power on behalf of the Company to settle
any questions or difficulties that may arise in regard
to the issue, as it may, in its absolute discretion,
deem fit and that all or any of the powers conferred
on the Board vide this resolution may be exercised
by a committee of the Board as the Board may
constitute in this behalf."
NOTES:
I) A MEMBER ENTITLED TO ATTEND AND VOTE
AT THE MEETING IS ENTITLED TO APPOINT A
PROXY TO ATTEND AND ON A POLL, TO
VOTE INSTEAD OF HIMSELF. A PROXY NEED
NOT BE A MEMBER OF THE COMPANY. THE
PROXY FORM DULY COMPLETED SHOULD BE
DEPOSITED AT THE REGISTERED OFFICE OF
THE COMPANY NOT LESS THAN FORTY-
EIGHT HOURS BEFORE THE
COMMENCEMENT OF THE MEETING.
II) The Register of Members and share transfer books
of the Company will remain close from Friday, June
7, 2013 to Friday, June 14, 2013 (both days
inclusive).
III) As per the provisions of the Companies Act, 1956,
facility for making nomination is now available to
the Shareholders in respect of the shares held by
them. Nomination forms can be obtained from the
Registered Office or the Registrar & Transfer
Agents of the Company.
IV) Shareholders holding shares in the physical form
are requested to notify/send the following to TSR
Darashaw Private Limited, the Registrar & Transfer
Agents to facilitate better services:
(i) Any change in their address/mandate/ bank
details and;
(ii) Particulars of the bank account in which they
wish their dividend to be credited, in case they
have not furnished it earlier.
V) Members who still have their holdings in physical
form are requested to convert them into
dematerialized form (under ISIN No.
INE895C01011).
VI) Pursuant to Section 205C of the Companies Act,
1956, the amount of dividend remaining unpaid
or unclaimed for a period of seven years from the
date of its transfer to the unpaid/unclaimed
dividend account of the Company is required to be
transferred to the Investors' Education and
Protection Fund (IEPF) set up by the Government
of India and no claims shall be tenable either by
5
TAYO ROLLS
Forty-Fifth annual report 2012-13
the Company or by the said Fund, after the transfer
of the said amount. Accordingly, the Company has
transferred to the IEPF all unpaid/ unclaimed
dividends in respect of financial years 1996-97 to
2004-05. It may be noted that the unclaimed
dividend in respect of the financial year 2005-06
is due for transfer to the IEPF on September 16 ,
2013.
Members, who have not yet encashed their dividend
warrant(s) for the financial year ended March 31,
2006, and onwards, are requested to make their
claims to the Company or the Registrar and
Transfer Agents without any delay.
VII) All unclaimed dividends upto the financial year
ended March 31, 1996, have been transferred to
the General Revenue Account of the Central
Gover nment. Shareholders, who have not yet
encashed their dividend warrant(s) for the said
period are requested to forward their claims in
prescribed Form No. II of The Companies Unpaid
Dividend (Transfer to General Revenue Account
of the Central Government) Rules, 1978 to the-
Office of the Registrar of Companies,
Bihar & Jharkhand,
Mourya Lok, 'A' Block (4th Floor),
Dak Bungalow Road,
Patna -800 001.
VIII) SEBI vide its circular ref no. MRD/DoP/ Cir-05/
2009 dated 20.05.2009 has clarified that for
securities market transactions and off-market/
private transactions involving transfer of shares in
physical for m of listed companies, it shall be
mandatory for the transferee(s) to furnish a copy
of the PAN Card to the Company/RTA for
registration of such transfer of shares irrespective
of the amount of such transaction.
6
All intended transferee(s) are, therefore, requested
to furnish a self certified copy of their PAN Card
along with the relevant transfer deed for registration
of transfer of shares. Please note that the shares
lodged for transfer without self certified copy of
PAN Card of the transferee(s) shall be returned
under objection.
IX) The Company has reviewed the for malities/
procedure for transmission of shares of deceased
Shareholders in favour of survivor(s). Survivor(s)
of the deceased Shareholders are advised to forward
their requests with full details and supporting
documents to the Registrar & Transfer Agents of
the Company, for early transmission of Shares.
X) Members desirous of any additional information as
regards the Accounts are requested to write to the
Company at an early date so as to enable the
management to keep the information ready at the
meeting.
XI) Members are requested to bring the admission slips
along with their copies of the Annual Report to
the meeting.
By Order of the Board of Directors
Jamshedpur
April 25, 2013 Prashant Kumar
Company Secretary &
Compliance Officer
Registered Office:
XLRI New Administrative Building,
XLRI Campus, Circuit House Area (East)
Jamshedpur - 831 001
 ANNEXURE TO NOTICE
Explanatory Statements pursuant to Section 173(2) of the Companies Act, 1956
As required under Section 173 of the Companies Act,
1956 (hereinafter referred to as 'the Act') the following
Explanatory Statements set out all material facts relating
to the special business mentioned in Item No.5-10 of the
accompanying Notice dated April 25, 2013.
ITEM NO. 5
Mr. Hridayeshwar Jha was appointed as an additional
director of the Company by the Board with effect from
December 01, 2012. In accordance with Section 260 of
the Act, read with Article 151 of the Articles of Association
of the Company, Mr. Hridayeshwar Jha will hold office
only till the date of forthcoming Annual General Meeting,
but is eligible for appointment. A notice has been received
from a Member as required under Section 257 of the Act,
signifying his intention to propose the candidature of
Mr. Hridayeshwar Jha for the office of Director.
Mr. Hridayeshwar Jha is an Electrical Engineer from
Banaras Hindu University, Varanasi. He has also completed
his M.Sc. Engineering in Power Electronics from Regional
Institute of Technology, Jamshedpur. He did his Post
Graduate Diploma in Business Management (PGDBM) from
XLRI, Jamshedpur and General Executive Management
P r o g r a m m e f r o m C E D E P, I N S E A D , F r a n c e .
Mr. Hridayeshwar Jha joined Tata Steel in 1979 as a
Graduate Trainee. Before being designated as Vice
President (Special Projects) on October 18, 2012, Mr. Jha
has served Tata Steel as Vice President (Orissa Project)
from April 01, 2010 and in various other capacities such
as Electrical Maintenance Engineer, Technical Officer,
Manager Modernization, Chief LD2 & Slab Caster, General
Manager OMQ, Executive In-charge, Ferro Alloys and
Minerals Division, Vice President (Safety and Long
Products) etc.
The Board considers it desirable that the Company should
continue to avail itself of the services of Mr. Hridayeshwar
Jha as Director and accordingly commend the Resolution
at Item No. 5 for approval by the Members.
None of the Directors other than Mr. Hridayeshwar Jha is
interested in the Resolution at Item No. 5 of the Notice.
ITEM NO. 6 TO 7
Mr. Sudev Chandra Das and Mr. V. S. N. Murty were
appointed as additional directors of the Company by the
Board with effect from April 25, 2013. In accordance with
Section 260 of the Act, read with Article 151 of the Articles
of Association of the Company, Mr. Sudev Chandra Das
and Mr. V. S. N. Murty, will hold office only till the date of
forthcoming Annual General Meeting, but is eligible for
appointment. Notices have been received from Members
as required under Section 257 of the Act, signifying their
intention to propose the candidature of Mr. Sudev Chandra
Das and Mr. V. S. N. Murty for the office of Director.
Mr. Sudev Chandra Das is a Master in Economics. He began
his career with the State Bank of India as probationary
officer and elevated to Chief General Manager of State
Bank of India. Thereafter, he was appointed as the
Executive Director of Securities and Exchange Board of
India (SEBI) in 2003 till 2006. Mr. Das was also associated
with the Calcutta Stock Exchange Limited and is presently
a Public Interest Director there at. Recently, Mr. Das has
been nominated as Special Director by BIFR on the Board
of Indian Steel & Wire Products Limited (ISWP). Mr. Das
shared his knowledge and professional expertise with
Calcutta Business School and other renowned Management
Schools. Mr. Sudev Chandra Das has more than 40 years
of experience in Banking, Finance and Securities markets.
Mr. V. S. N. Murty is a Commerce graduate and Chartered
Accountant by profession. He began his career as Accounts
Officer in Tata Steel in 1976 in Jamshedpur. He has also
served in various functions of accounting in various units
of the Company. He was involved in the merger activities
of a company engaged in manufacture of cold rolled
products. After working as Chief Accounts Officer in a
unit manufacturing Bearings and thereafter in a unit
manufacturing cold rolled products he moved back to the
steel division as Financial Analyst (Steel). He is presently
holding the position of Chief Financial Controller
(Corporate) at Tata Steel Limited.
The Board considers it desirable that the Company should
continue to avail itself of the services of Mr. Sudev Chandra
Das and Mr. V. S. N. Murty as Directors and accordingly
commend the Resolutions at Item Nos. 6 & 7 for approval
by the Members.
None of the Directors other than Mr. Sudev Chandra Das
and Mr. V. S. N. Murty is interested in the Resolutions at
Item No. 6 & 7 of the Notice
ITEM NO. 8 TO 10
Company's fund requirements:
The performance of the Company during previous few
financial years was not encouraging due to several reasons.
One of such reasons is acute shortage of working capital,
resulting in restricting the Company to utilize its installed
capacity to its full extent.
In the year 2008, the Company had decided that while its
7
TAYO ROLLS

Forty-Fifth annual report 2012-13

cast rolls business can continue on a steady basis (but with Increase in Authorised Share Capital:
low margin), it will however need to grow the forge rolls
In light of the above, it is proposed to increase the
business which had a relatively higher return. Hence, the
Authorised Share Capital of the Company from the existing
company had planned (a) to set up an integrated forge roll
Rs. 100,00,00,000/- (Rupees one hundred crores only)
project and (b) to carry out certain enhancements to its
divided into 1,50,00,000 (one crore fifty lakhs) Equity
existing cast rolls facilities. The estimated cost for funding
Shares of Rs. 10/- (Rupees ten only) each and 85,00,000
these activities was around Rs.143.00 crores. This estimate
(eighty five lakhs) Redeemable Preference Shares of
however underwent a change and was enhanced to
Rs. 100/- (Rupees one hundred only) each, to
Rs.157.00 crores. The project was initially proposed to
Rs. 200,00,00,000/- (Rupees two hundred crores only)
be funded through a rights issue of Rs.60.00 crores, debt
divided into 1,50,00,000 (one crore fifty lakhs) Equity
of Rs.64.00 crores and the balance through internal
Shares of Rs. 10/- (Rupees ten only) each and 185,00,000
accruals. However due to cost over-runs, the project cost
( one crore eighty five lakhs) Redeemable Preference Shares
increased to Rs. 168.00 crores. The cash losses in the
of Rs. 100/- (Rupees one hundred only) each, by creation
cast rolls business meant that a part of the capex to be
of additional 100,00,000 (one crore) Redeemable
funded through internal accruals had to be deferred,
Preference Shares of Rs. 100/- (Rupees one hundred only)
affecting the plant's capacity to produce at capacity.
each, as indicated in the Resolution at Item No. 8 of the
Further to increase the production to the plant's capacity
Notice.
and to reduce the rejection, replacement of some of the
obsolete machineries and certain other new facilities are Consequently, it is proposed to make appropriate
also required to be addressed. alterations in the Memorandum and Articles of Association
of the Company to reflect the changes in the Authorised
Now, to meet the working capital requirement of the
Share Capital of the Company.
Company to enable it operate to its full capacity, it is
proposed to raise funds through a preferential allotment The proposed resolutions are in the interest of the
of Redeemable Preference Shares to the promoters of the Company and your Directors commend Resolutions at item
Company, in one or more trenches, as required. Nos. 8, 9 and 10 for your approval. None of the Directors
of the Company is concerned or interested in these
resolutions.

By Order of the Board of Directors

Jamshedpur
April 25, 2013 Prashant Kumar
Company Secretary &
Compliance Officer
Registered Office:
XLRI New Administrative Building,
XLRI Campus, Circuit House Area (East)
Jamshedpur - 831 001

8
 Details of Directors seeking appointment/re-appointment
in the forthcoming Annual General Meeting
(Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange)
Name of Director
Date of birth
Date of appointment
Expertise in specific functional
areas
Qualifications
List of other companies in which
outside Directorship held as on
March 31, 2013
Chairman/Member of the
committees of the Boards of other Member
companies in which he was a
Director as on March 31, 2013
Shareholding in the Company
as on March 31, 2013
Category
Name of Director
Date of birth
Date of appointment
Expertise in specific functional
areas
Qualifications
List of other companies in which
outside Directorship held as on
March 31, 2013
Chairman/ Member of the
committees of the Boards of other
companies on which he is a
Director as on March 31, 2013
Shareholding in the Company as
on March 31, 2013
Category
Name of Director
Date of birth
Date of appointment
Expertise in specific functional
areas
Qualifications
List of other companies in which
outside Directorship held as on
March 31, 2013
Chairman/ Member of the
committees of the Boards of other
companies in which he is a
Director as on March 31, 2013
Shareholding in the Company as
on March 31, 2013
Category
Dr. Subir Kumar Bhattacharyya Name of Director Mr. Sudev Chandra Das
25.12.1945 Date of birth 21.06.1946
31.12.2005 Date of appointment 25.04.2013
Expertise in specific functional Banking, Finance and Securities
Production, Human Resource
areas Market
Development and General
Management Qualifications Master in Economics
List of other companies in which Indian Steel & Wire Products
B.E. Metallurgy, Doctorate of Science
outside Directorship held as on Limited
Moil Limited March 31, 2013 Calcutta Stock Exchange Limited
Chairman/ Member of the Indian Steel & Wire Products
committees of the Boards of other Limited - Audit Committee- Member
Moil Limited - Audit Committee - companies in which he is a Shareholder Grievances Committee-
Director as on March 31, 2013 Member
Shareholding in the Company as
on March 31, 2013 NIL
NIL Category Non- Executive, Independent Director
Name of Director Mr. V. S. N. Murty
Non-Executive, Independent Director
Date of birth 15.04.1951
Prof. Ranjan Das Date of appointment 25.04.2013
09.09.1949 Expertise in specific functional areas Finance & Accounts
27.01.2011 Qualifications B.Com., Chartered Accountant
Strategic Management, Business List of other companies in which - Industrial Energy Limited
and Functional Management outside Directorship held - TRL Karosaki Refractories
as on March 31, 2013. Limited (Formerly Tata
M. Sc (Applied Mathematics) and Refractories Ltd.)
Doctorate in Strategic Management - Tata Metaliks Limited
Linc Pen Limited - Bhubaneswar Power Pvt. Ltd
- JAMIPOL
- Tata Steel Holdings Pte. Ltd
- Tata Steel Global Holdings
NIL Pte. Limited
- Tata Steel Global Procurement
Co. Pte. Limited
- ProCo Issuer Pte. Limited
NIL - Tata Steel Odisha Ltd, Mumbai
- Tata Steel International (Sgp)
Holding Pte.
Non-Executive, Independent Director
Chairman/ Member of the - Industrial Energy Limited
Mr. Hridayeshwar Jha committees of the Boards of other Audit Committee Member
companies on which he is a - Tata Metaliks Limited
15.01.1956 Director as on March 31, 2013 Audit Committee Member
01.12.2012 - TRL Krosaki Refractories
Audit Committee Member
Production, General Administration - JAMIPOL
and Management Audit Committee Member
B. Tech ( Electrical) , M. Sc. Shareholding in the Company as
(Engineering), PGDBM- XLRI on March 31, 2013 NIL
Category Non- Executive, Non-Independent
Promoter Director
NIL By Order of the Board of Directors
Jamshedpur
April 25, 2013 Prashant Kumar
NIL Company Secretary &
Compliance Officer
Registered Office:
NIL
XLRI New Administrative Building,
Executive Director, Non-Independent XLRI Campus, Circuit House Area (East)
Jamshedpur - 831 001
9
TAYO ROLLS

Forty-Fifth annual report 2012-13

Directors’ Report
To the Members
The Directors have pleasure in presenting the Forty-fifth Annual Report on the business and operations of the
Company and the financial statement for the year ended March 31, 2013.

1. FINANCIAL RESULTS:
Previous year
Rupees Rupees
(in Lakhs) (in Lakhs)
(a) Profit / (Loss) before Depreciation, Tax and
Exceptional items (1786) (3749)
(b) Deduct: Depreciation 1916 1811
(c) Profit/Loss before Tax and Exceptional items (3702) (5560)
(d) Add: Exceptional items 328 248
(e) Profit / (Loss) before tax (3374) (5312)
(f) Tax — —
(g) Profit/ (Loss) after tax (3374) (5312)
(h) Loss carried to Balance Sheet (3374) (5312)

2. DIVIDEND: 4. PREFERENTIAL ISSUE OF REDEEMABLE

The Directors have decided not to recommend any
dividend for the year ended March 31, 2013.
3. INCREASE IN AUTHORISED CAPITAL:
It is proposed to increase the authorised share capital
of the Company from the existing
Rs. 100,00,00,000/- (Rupees one hundred crores
only) divided into 1,50,00,000 (one crore fifty lakhs)
Equity Shares of Rs. 10/- (Rupees ten only) each
and 85,00,000 (eighty five lakhs) Redeemable
Preference Shares of Rs. 100/- (Rupees one hundred
only) each to Rs. 200,00,00,000/- (Rupees two
hundred crores only) divided into 1,50,00,000 (one
crore fifty lakhs) Equity Shares of Rs. 10/- (Rupees
ten only) each and 185,00,000 (one crore eighty
5. OPERATION AND SALES:
five lakhs) Redeemable Preference Shares of Rs.
100/- (Rupees one hundred only) each, by creation
of additional 100,00,000 (one crore) Redeemable
Preference Shares of Rs. 100/- (Rupees one hundred
only) each. The Board of Directors at their meeting
held on April 25, 2013, subject to the approval of
Shareholders at the forthcoming Annual General
Meeting, have recommended and approved the
increase in authorised share capital and alteration
of clause 5 of the Memorandum of Association of
the Company accordingly.
PREFERENCE SHARES:
It is proposed to allot aforesaid additional
Redeemable Preference Shares in one or more
trenches on preferential basis to the promoters of
the Company, with the liberty to the Board or
Committee thereof to decide the terms and conditions
of issue and to allot the said shares as and when
required, in accordance with the relevant provisions
of the Memorandum and Articles of Association of
the Company and subject to the authority and
approval of the Shareholders of the Company at the
forthcoming Annual General Meeting. These
Redeemable Preference shares are not listed on any
Stock Exchange.
(i) During the year under review, the Company
achieved a turnover of Rs. 196.65 crores as
against Rs.152.33 crores in the previous year.
The production and sales of rolls were 8088
tonnes and 8127 tonnes, respectively as against
the production and sale at 7258 tonnes and 7202
tonnes, respectively in the previous year. This
includes the sale of forged rolls of 556 tonnes
against 312 tonnes in the previous year.

10
 (ii) During the year under review, the production
and sale of pig iron were 25645 tonnes and
8(i) TECHNOLOGY:
23836 tonnes respectively as against 17248
tonnes and 14604 tonnes in the previous year.
The pig iron operation has shown significant
growth with the help of Tata Steel Limited. A
Conversion Agreement with Tata Steel was
entered into by which Tata Steel is supplying
iron ore and nut coke (if available) to Tayo for
conversion to pig iron.
(iii) During the year under review, the Company has
posted a net loss of Rs. 33.74 crores against
the net loss of Rs. 53.12 crores in the previous
year. Continued delay in commissioning and
ramp up of new project coupled with the liquidity
crunch during the financial year has affected the
operation and profitability of the Company.
(iv) During the year under review, the export of cast
rolls was 1509 tonnes as compared to 904
tonnes in the previous year, equivalent to
Rs. 20.38 crores as compared to Rs. 10.42
crores in the previous year.
6. F I N A N C I A L A N D WORKING C A P I TAL
MANAGEMENT:
(i) The liquidity position of the Company was fragile
during the year due to lower off take and sluggish
economy. The ramping of the forgings has
progressed in the later part of the year and the
management is hopeful of achieving the planned
level of production during the coming financial
year.
(ii) During the year under review, CRISIL has given
BBB+ rating for term loan and fund based
working capital and A2 for non-fund based
working capital. In addition CRISIL has given
BBB+ for short term bank loan facility upto
Rs. 20.00 crores and FA-(negative) for fixed
deposit programme.
7. FIXED DEPOSITS:
As in the previous year, Company has accepted/
renewed the fixed deposits during the year. Deposits
which have matured have been repaid when claimed
by the depositors together with interest accrued upto
the date of maturity. All unclaimed deposits along
with interest accrued upto the date of maturity have
been deposited, as and when they became due,
with the Investors Education and Protection Fund
(IEPF).
8. TECHNOLOGY AND GROWTH:
8(i)(a) Cast Roll:
During the year your Company focused on the
performance of Super Nickel Grain roll, HiCr Cast
Iron roll with steel interlayer and development of
High Speed Steel roll. The Performance of SNG
roll has been quite satisfactory wherever supplied.
However, performance of HiCr Iron roll is in the
process of stabilization. During the year, your
Company had faced certain problems due to
hardness variations, breakages and barrel end
spalling. However, these issues are being addressed
to in close association with Yodogawa Steel Works
Limited, Japan. The tempering process is only
planned in Gas fired Fur naces having PID
controllers. Actions have been taken and
implemented to minimize Magnesium and
Inoculation fading and strengthening of core.
Stabilizing production of High Speed Steel is under
progress. However, Two High Speed rolls have
been supplied to JSW (T) and their performance is
quite encouraging. Two more rolls have been casted
with Bottom Pouring Ladle as advocated by
Yodogawa Steel Works Limited, Japan and will be
supplied in the first quarter of 2013.
During the year, performance of Super Nickel Grain
roll in Tata Steel was good. Performance of Bokaro
Adamite Roll of 1210 mm dia was also very good
and has crossed the guaranteed tonnage and pair
reached its scrap diameter. HiCr Steel roll of 1210
mm dia has also been supplied to Bokaro.
Heat treated SG Iron roll continues to give higher
performance in Rod Mill both in Tata Steel and
JSW (T). Production of sleeve through static casting
has been satisfactory and continuous supply is being
done to JSPL (Raigarh).
During the year, One Mould Drying Oven has been
converted to Gas for quality improvement, which
inter-alia has played a role to reduce overall
rejection.
As a measure of cost reduction, Coal Bed Methane
(CBM) has been introduced in Foundry Gas fired
furnaces replacing costly LPG.
8(i)(b) New Business:
During the year, in new business your Company
has been able to cross a long journey in terms
of production ramp up, quality improvement,
cost reduction and new product development.
Ingot shop has shown its capability by achieving
11
TAYO ROLLS
Forty-Fifth annual report 2012-13
four heats per day. Ingot productivity is
enhanced by ensuring improved equipment
availability in EAF, LF & VD and commissioning
of 60 ton crane. Forge Press has delivered
forgings over 3000 tons for engineering goods
and forged rolls. Ingot quality has improved by
introducing CaSi wire feeding in LRF, refractory
gunning in EAF and Argon shrouding during
ingot teeming etc. Our forgings supplied to
various companies have fulfilled all quality
requirements as per Mitsubishi-Hitachi Metals
Machinery's Standards for Mechanical
Properties, internal soundness, cleanliness of
steel as well as dimensional requirements, which
has also been validated by M/s Mitsubishi, Japan
during their inspection. Your company is
planning to obtain approval from various
government agencies/ companies for supply of
its engineering forgings to them.
Tayo made forged rolls have been able to make
its presence felt at some of our esteemed
customers. This has resulted in repeat orders.
Our for ged rolls are competing with world
renowned forged roll makers. Tayo is the only
preferred indigenous forged roll supplier at some
of the quality seekers in India. Tayo has done
break through in forge roll export. Performance
found good and repeat order has been received.
Now your Company is focused on developing
its business with many other foreign customers.
During the year your Company has taken a
number of cost reduction initiatives, which have
helped to place its products in the market at
competitive price with significant contribution.
Your Company has developed new process of
making forged back up rolls by introducing
volume hardening to achieve its stringent neck
properties. Tayo has successfully entered into
Aluminum rolling mill where our forged rolls are
competing with ESR grade imported forged rolls.
Machining of forged rolls was a bottleneck at
Tayo which has been successfully overcome by
developing outsourced machining parties. But
your Company has to march a long for
independent machining activity. A few new
machines have been procured and some others
are in pipeline. Commissioning of many
incomplete facilities have resulted in better
capacity utilization of the plant as well as
maintaining the quality of the products.
Commissioning of deep Hole Borer and VTL
has given your Company an edge over its
12
competitors on fulfilling its commitment towards
customers.
Thus, Tayo's Endeavour is to quickly ramp up
production to the rated capacity and even to
surpass it. Tayo new business team is geared up
to meet the market requirement at competitive
price. Some of the new facilities are planned to
be put up as balancing facility to cope up with
production level at rated capacity.
8(ii) GROWTH:
8(ii)(a) Cast Roll:
In Machine Shop commissioning of Double
carriage roll turning lathe has brought down the
time of rough turning operation for bigger rolls.
The cycle time of roll production has significantly
come down resulting in improved productivity
of Machine Shop. Conversion of one lathe and
one CNC to double carriage has been taken up
to increase the capacity. Up-gradation of CNC
system has also been planned to further improve
the production of Machine Shop. Introduction
of mist cooling of chill during casting has
improved the performance of bimetallic roll,
resulting in improved microstructure and
metallurgical property of working layer and
improved performance in Mill.
In Foundry, the mist cooling of chill during
spinning, coupled with gas fired Mould Drying
Oven will lead to improvement of Quality. The
use of CBM in all gas fired heat treatment
furnaces will bring down the cost of production.
8(ii)(b) New Business:
For the new business the focus will be on
stabilizing the production and quality of Ingots,
For gings and Forged Rolls. With greater
emphasis on technical training, completion of
project and increased volume, our share in the
market will increase. Improved quality in the
running grades will help us to increase the
market share in the domestic market. The focus
will be on making the big size rolls and thus
minimize the import of these rolls by our
customers. With the existing facilities and some
small investment in near future, Tayo will be able
to dominate the Indian Market in forged roll. In
forged rolls with the facility we have, we look
forward to be the number one Forged Roll
manufacturer and a leading International player
in the roll market.
9. AUDIT REPORT:
The Statutory Auditors Report on Annual Accounts
for the financial year 2012-13 doesn't contain any
qualification, which warrant comments from the
Board of Directors.
10. CONTINGENT LIABILITIES AND MAJOR
LITIGATIONS:
(i) Consequent to the order of the Hon'ble Supreme
Court vide its order dated April 15, 2009,
upholding the decision of the Hon'ble Patna
High Court with a direction to BSEB to rework
the rates of fuel surcharge, BSEB has adjusted
Rs. 23.23 crore against the Coal Claims of
Rs. 100 crore and modified the rate of fuel
surcharge for 1998-99 to 158.79 P/ Kwh
against the earlier notified rate of 164.83 P/
Kwh for 1998-99 thus giving a benefit of 6.04
P/ Kwh to the consumers. However, this benefit
will be passed on to the consumers on receipt
of Coal Claim of Rs. 100 crore by BSEB from
the Coal Companies.
The Hon'ble Supreme Court has, however,
given liberty to the consumers to approach High
Court to challenge the correctness of this
adjustment as also the terms of such adjustment
and also stated that the other pending issues on
fuel surcharge can be taken up by the consumers
before the High Court.
(ii) T h e w r i t p e t i t i o n f i l e d b y t h e C o m p a n y
challenging the applicability of the power tariff
structure on the Company's Induction Furnace
unit from 1.9.1999 is pending before the
Hon'ble Jharkhand High Court.
(iii) A writ petition has been filed by the Company
challenging the order of Jharkhand Government
denying exemption from the operation of
Employee State Insurance Act, 1948.
11. SAFETY AND HEALTH:
(i) The Company continued to pay lot of emphasis
in the area of Safety and Health of its employees,
which have gone a long way in maintaining a
safe working environment in the Plant. With the
objective of keeping employees and contractors'
employee consistently aware and conscious of
the Safety processes and regulations, Safety
Campaigns were observed every alter nate
month.
(ii) During the year under review, your Company
also observed the National Safety day in which
safety quiz, safety slogans, safety talk, sit and
draw competition etc. were organized in which
employees and their children participated. The
monitoring of short-term and long term targets
and logging of safety observations has reaffirmed
the commitment level of workforce towards
achieving new targets on safety. The safety
excellence journey launched in your Company
and safety rules and procedures have yielded
positive results by way of reduced "Lost Time
Injury Frequency" (LTIFR) as well as reduced first
aid cases. It has also contributed in improving
general house-keeping quality and usage of
Personal Protective Equipment (PPE).
(iii) On the occasion of World Environment day,
plantation was done in and around factory
premises and residential colony. Compliance to
EHS legislations has been achieved through
implementation of the Environmental,
Occupational Health and Safety Policy of the
Company which ensures continual improvement
on safety front.
12. TOTAL QUALITY MANAGEMENT:
(i) In Tata Innovista 2013, the global platform
of the Tata Group for catalyzing, recognizing
and fuelling the spirit of Innovation within the
Group, Tayo was one of the leading companies
with creative ideas. In an incisive process of
handpicking the most notable ideas, one of our
entries found favour with the Jury and was short
listed and competed in the elite India east
regional round on March 16,2013.
(ii) A high powered team of Assessors from various
Tata Group companies, facilitated by Tata
Quality Management Services (TQMS),
conducted an External Assessment at Tayo as
per the TATA Business Excellence Model
(TBEM) revised standards of 2012-13. Your
Company scored 475 as against the previous
year score of 472. The Assessors took note of
the Strengths and Opportunities for
improvement which were distilled in a
comprehensive report.
(iii) Quality Circle from Tayo scaled new heights and
stood second in the Quality Circle competition
at the Bihar/Jharkhand State level hosted by
CII.
(iv) The Indian Register Quality Systems has
re-certified TAYO for ISO 9001:2008 for its
Quality Management System, ISO 14001:2004
for Environmental Management System and
OHSAS 18001:2007 for Occupational Health
and Safety Management System for a period up
13
TAYO ROLLS
Forty-Fifth annual report 2012-13
to October 30, 2014, subject to continued
satisfactory maintenance. The scope of these
certificates also include the New Business as well.
Hence the entire range of our products, including
the in-house Forged Rolls and Engineering
Forgings, have been covered under the ISO
scope.
(v) The Indian Register Quality Systems conducted
Surveillance Audit #1 from 12th to 14th
July,2012 for ISO 9001:2008 Quality
Management System, ISO 14001:2004
Environmental Management System and OHSAS
18001:2007 Occupational Health and Safety
Management System, and your Company was
successful in this audit.
(vi) Teams from Tayo have participated in Tech Ex
2013 exhibition of Tata Steel on the occasion
of Founder's Day celebrations and displayed
their novel ideas and model reflecting the
inherent strengths and the potential it holds.
13. COMMUNITY INITIATIVES:
(i) The Company continues to be actively associated
towards the welfare and development of the
Communities in and around the Plant. Social
organizations and various academic institutions
including those associated with education, sports,
community development, skill development etc.
are supported by the Company by way of several
initiatives taken-up by them during the year. The
Company also promotes initiative undertaken by
the Xavier Institute of Tribal Education,
Gamharia in the field of educational projects in
and around the Plant.
(ii) The Company with the guidance of Centre of
Family Initiatives Foundation, Tata Steel
conducted HIV/Aids Awareness programme to
arouse awareness amongst the residents of Tata
Complex Colony, Gamaharia and adjacent
villages.
(iii) F r e e A c u - p r e s s u r e Tr e a t m e n t C a m p w a s
organized in association with the Acupressure
Seva Samity, Adityapur, in which the residents
of Tata Complex Colony, Gamharia and nearby
local persons participated and benefited.
(iv) For the benefit of the students pursuing studies
at the Xavier Institute of Tribal Education,
Gamharia, educational presentations and lectures
were delivered on Safety, Health Awareness,
Leadership, Legal Aspects of Business etc. by
Senior Executives of the Company.
14
(v) As a CSR initiative, Blood Donation Camp was
conducted in Tata Complex Colony, Gamharia
wherein employees and their family members
donated blood voluntarily.
(vi) Company has also taken several initiatives to
increase the employability of desired section of
the society.
14. AFFIRMATIVE ACTION:
The Company is guided by the Code of Conduct on
Affir mative Action. The Company ensures
implementation of the Code by arousing awareness
on the subject amongst employees, vendors, suppliers
and stakeholders through training programmes
conducted from time to time. The data on Affirmative
Action lays emphasis on 4Es i.e. Employment,
Entrepreneurship, Employability and Education which
is being monitored on quarterly basis to ensure its
implementation in the right spirit.
During the year Sewing Machines have been
distributed to nearby villagers for their employability.
15. DIRECTORS:
Mr. V. S. N. Murty and Mr. S. N. Menon have stepped
down as directors of the Company w.e.f. November
20, 2012 and on March 11, 2013, respectively. Mr.
Om Narayan, the then Managing Director has also
retired from the services of the Company on March
31, 2013. The Board would like to place on record
their sincere appreciation for the contribution made
by Mr. V. S. N. Murty, Mr. S. N. Menon and Mr. Om
Narayan, during their tenure with the Board.
In accordance with the provisions of Companies Act,
1956 and Articles of Association of the Company,
Dr. S. K. Bhattacharyya and Prof Ranjan Das, directors
retire by rotation and being eligible offer themselves
for re-appointment.
Mr. Hridayeshwar Jha was appointed as additional
director and Joint Managing Director of the Company
with effect from December 01, 2012. Later on after
retirement of Mr. Om Narayan, the then Managing
Director on March 31, 2013, Mr. Hridayeshwar Jha
was appointed as the Managing Director of the
Company with effect from April 01, 2013.
Mr. Hridayeshwar Jha will hold office till the date of
forthcoming Annual General Meeting and notice has
been received from a member proposing the
candidature of Mr. Jha for being appointed as director
of the Company in accordance with the provisions of
Section 257 of the Companies Act, 1956.
 Mr. Sudev Chandra Das and Mr. V. S. N. Murty were
appointed as additional directors by the Board with
effect from April 25, 2013. Mr. Sudev C. Das and
Mr. V. S. N. Murty will hold office till the date of
forthcoming Annual General Meeting and notices
have been received from members proposing the
candidatures of Mr. Das and Mr. Murty for being
appointed as directors of the Company in accordance
with the provisions of Section 257 of the Companies
Act, 1956.
16. DIRECTORS' SHAREHOLDING:
The shareholding of Managing Director and Non-
Executive Directors in the Company is NIL.
17. RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act,
1956, the directors, based on the representations received
from the Operating Management, confirm that -
(i) In the preparation of annual accounts, the
applicable accounting standards have been followed
and that there are no material departures;
(ii) they have, in the selection of the accounting
policies, consulted the statutory auditors and have
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 2012-
13 and of the profit of the Company for that period;
(iii) they have taken proper and sufficient care, to the
best of their knowledge and ability, for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 1956, 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.
18. CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement with
Stock Exchange, a Management Discussion and
Analysis, Corporate Gover nance, Managing
Director's and Auditor's Certificates are made part
of this Annual Report.
19. PARTICULARS OF EMPLOYEES:
The information required under Section 217(2) of
the Companies Act, 1956 read with the Companies
(particulars of Employee) Rules 1975, in respect of
employees of the Company, is provided in the
Annexure forming part of this Report. In terms of
Section 219(1)(b)(iv) of the Companies Act,1956 the
Report and Accounts are being sent to the members,
excluding the aforesaid Annexure. The Annexure is
available for inspection by the members at the
Registered Office of the Company during business
hours on working days upto the date of ensuing
Annual General Meeting and if any member is
interested in obtaining a copy thereof, such member
may write to the Company Secretary, where upon a
copy would be sent.
20. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:
In terms of the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988,
the particulars in respect of (a) Conservation of
Energy (b) Technology Absorption and (c) Foreign
Exchange Earnings and Outgo are furnished on
pages 16 & 17.
21. AUDITORS:
i) The existing statutory auditors, M/s Deloitte
Haskins & Sells (DHS), Kolkata, Chartered
Accountants (ICAI Registration No.302009E),
retire at the ensuing Annual General Meeting
and are being eligible, offered themselves for
re-appointment. Your Company has received a
certificate from the Auditors to the effect that
their appointment, if made, would be within the
limits of Section 224(1B) of the Companies Act,
1956. Members are requested to appoint
Auditors for the financial year 2013-14 at the
Annual General Meeting and to authorize the
Board of Directors to fix their remuneration as
mutually agreed upon between the Board and
the Auditors.
ii) The Company has appointed M/s Shome &
Banerjee, Cost Accountants, Kolkata to examine
and report on the Cost Audit of Company's
Records for the financial year 2013-14, in
accordance with the Central Gover nment
Circular on Audit of Cost Accounting Records
of the Company.
On behalf of the
Board of Directors
Jamshedpur Anand Sen
April 25, 2013 Chairman
15
TAYO ROLLS

Forty-Fifth annual report 2012-13

ANNEXURE TO DIRECTORS' REPORT - INFORMATION UNDER SECTION 217(e) OF THE COM-

PANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT
OF BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF DIRECTORS REPORT.
CONSERVATION OF ENERGY: 3. Furnace Oil
a) Energy conservation measures undertaken : Quantity (K.Ltrs.) 2910 KL
N Since last few years, 5 nos of Heat treatment Total Cost 11.80 Crores
furnaces are Gas fired which helped in overall Average rate 40.54/L
reduction of energy consumption. 4. Others/Internal generation
N Use of frequency control AC drive in Machine tools. LPG Consumption
Quantity 1176 T
N Installation of one medium frequency Induction Total Cost 12.64 Crores
furnace. Average rate 71.16/Kg
N Improvement in Power factor. 5. Consumption per unit of production :
N Use of Coal Based Methane in reheating furnaces Products Standard Current Previous
of foundry for Heat treatment. (if any) year year
(ABP 12-13) 2012-13 2011-12
b) Additional investments/proposals, if any : Roll Metal through
N Revamping of Mould drying oven to improve Electric Arc Furnace
Electricity (KWH/T) 780 902 1008
efficiency and use of Blast furnace gas.
Roll Metal through
N Energy audit to locate and rectify the insufficient Induction Furnace
combustion components and systems. Electricity (KWH/T) 750 826 783
Furnace Oil / Coal / Not used for Electric Arc
(A) POWER AND FUEL CONSUMPTION:
Others Furnace or for Production
1. ELECTRICITY Current year Previous year of Steel
2012-13 2011-12
a) Purchased
TECHNOLOGY ABSORPTION (2012-13)
(A) Research & Development (R&D):
Total unit consumed
(KWH) 35350000 26619800 1. Specific areas in which R & D carried out by
Total amount the Company :
(Rs. Lakhs) 2201 1661.82 N Developed PLATE MILL rolls in SNG grade
against Normal ICDP rolls for JSPL, Raigarh
Rate per Unit
(Rs./ KWH) 6.23 6.24 & LPN, Thailand to further enhancement of
roll's life.
b) Own generation
N Anti-Fire crack Hi-Cr (Steel) rolls made and
i) Through Diesel supplied to RSP in Roughing stand against Normal
Generator 'Adamite' rolls. Performance is encouraging.
Unit (KWH) Not used for Electric Arc N SG (Extra) a Special SG grade with High Temp.
Unit per ltr. of Furnace and Induction Heat treatment developed & supplied to Long
diesel oil- KWH/Ltr. Furnace. Used only in
product Mills (WRM at Tata steel & JSW (T))
Cost/Unit Lighting 1.2 KWH/Ltr.
for Roughing stand. Per for mance is
ii) Through Steam encouraging.
Turbine/Generator
N Developed and established Special grade of
Units There is no steam Enhanced Carbide rolls for Compact Strip
Unit per ltr. of Turbine /Generator Profile (CSP) Mill, JSW (DOLVI) & TSCR,
Fuel oil/Gas
Jamshedpur.
Cost/Unit
N Super Nickel Grain (SNG,Type-5) rolls, (One
2. Coal Pair) as a more wear resistant roll as a Trial
Quantity (Tonnes) 25325 T supplied to Tata steel for stand -4 in HSM to
Total Cost 30.77 Crores improved roll's life further.
Average rate - (Used only in MBF for
Pig iron production) N Hot shake out of "Adamite" rolls for bigger rolls
(greater than 700 mm diameter) were fully

16
 established with improved quality and productivity.
N In the process, Ultrasonic testing is
incorporated for early detection of defects to
eliminate rejection of rolls at last stage.
N To minimize internal stress, X-ray Residual
stress measurement on Hi-Cr rolls started to
know Compressive stress of Shell.
N Engineering Forging qualities established as per
Mitsubishi, Japan standard.
N Forged rolls supplied to Aluminum plant,
PLTCM Mill &other CRM Mills. Performance
is satisfactory.
N More HSS rolls casting for JSW (T).
N Special Enhanced Carbide rolls developed in
ICDP grade to make suitable for 'Stainless steel'
rolling.
N SG (Extra) - Special Chemistry with High temp.
Heat treatment SG rolls developed for
Roughing stand in long product Mill established
with encouraging performance.
N Inclusions control & its assessment under
Microscope on Forged rolls established.
N Adamite/SG Sleeve casting & establishment
for New Long product mills.

2. Benefits derived as a result of the above 2. Benefits derived as a result of the above
R & D: efforts e.g. product improvement, cost
reduction, product development, import
N Repeat orders of SNG Plate Mill rolls from
substitution etc. :
different customers.
N Plate Mill roll in SNG grade will improve roll
N Introduction of new Grades of rolls (Hi-Cr
performance.
(Steel) in SAIL plant.
N Stress measurement on Hi-Cr rolls, reduce
N Increased life of rolls.
Barrel breakage (externally & internally).
N Internal rejection in "Adamite steel' rolls reduced N SG (Extra) will increase roll life in Long product
& due to finer grains, quality of roll life improved. mills.
N In-process Ultrasonic results eliminate last stage N Special Enhanced Carbide rolls for 'Stainless
of Rejection. steel' rolling will brand our product & order
N Internal stress measurement on Hi-Cr rolls to volume will increase.
reduce Barrel breakage. N Inclusions control & its assessment will reduce
N Engineering Forging quality established. Repeat internal rejection on Forged rolls on account
order is expected. of this defect.
N Forged rolls for Aluminum plant supplied & N More HSS casting will fulfill requirement of all
repeat order is expected. modern Hot Strip Mills.
3. Future Plan of action: N SG/Adamite Sleeve in long product Mill is a
new product development and this will cater
N SG & Adamite Sleeve Casting for Long product the requirement of new long product mills.
new mills (Like IISCO, DSP & others).
N Stabilization of Hi-Cr (Iron) rolls in thin slab 3. Expenditure on R & D
caster mill. Current Year Previous Year
2012-13 2011-12
N Production & establishment of different Engg. (Rs. Lakhs) (Rs. Lakhs)
Forging items (like Axle, Shaft etc).
a) Capital — —
N Production of 'Graphitic Steel' rolls of High b) Recurring 8.69 9.32
hardness for Vertical Edger stand.
c) Total 8.69 9.32
N Establishment of Forged rolls quality for
d) Total R & D
‘Aluminium' plant in absence of ESR Forged blank. expenditure as a
(B) Technology Absorption, Adaptation and Percentage of
total turnover 0.05% 0.06%
Innovation :
1. Efforts made towards technology absorption, FOREIGN EXCHANGE EARNINGS AND OUTGO:
adaptation and innovation:
Current Year Previous Year
N SNG grade for Plate Mill rolls made & supplied
2012-13 2011-12
to JSPL, Raigarh. (Rs. Lakhs) (Rs. Lakhs)
N Stress measurement on HiCr rolls through X-
i) Foreign Exchange Earnings 2038.19 1041.78
ray stress measurement equipment started &
established. ii) Foreign Exchange Outgo 1223.72 135.12

17
TAYO ROLLS
Forty-Fifth annual report 2012-13
MANAGEMENT DISCUSSION & ANALYSIS
BUSINESS REVIEW AND OUTLOOK
During the year 2012, the world crude steel production
reached 1.548 billion tonnes, an increase of 1.2% as
compared to 2011. The growth was positive in all the
major steel producing countries apart from Japan, Brazil,
Germany and Ukraine and particularly robust in Turkey,
India and China. China remained the world's largest crude
steel producer in 2012 (716.5 Mt) followed by Japan
(107.2 Mt) and USA (88.6 Mt). India maintained the 4th
position with a production of 76.7 Mt showing an increase
of 4.3% over 2011.
As per the World Steel Association forecasts, the world’s
steel demand is expected to grow by 2.9% in 2013 and
reach a level of 1454 million tonnes. A recovery in global
steel demand can be expected to kick off by the second
half, led by the emerging economies with some of the
global crisis settling down. Emerging and developing
economies will continue to drive global recovery with a
growth of 3.9% as compared to (-)1.9% in the developed
economies.
Indian steel industry plays a significant role in the country's
economic growth. The World Steel Association has
estimated steel consumption in India to grow at 5% in
2013. Indian crude steel production is estimated to grow
at a compound annual growth (CAGR) of around 10%
during 2010-2013, whereas the finished steel
consumption is estimated to grow at a CAGR of around
12% during 2012-14 (as per a RNCOS research report)
Currently ranked the world's fourth largest crude steel
capacity, India is expected to become the second largest
producer of steel in the world by 2015-16. India's steel
making capacity is estimated to exceed 100 million tonnes
(MT) by 2013 and the production is expected to reach
275 MT by 2020.
In general, the steel industry drives the roll industry. The
effect of the severe down turn in 2008 did lift to some
extent during FY11. But, the economy not doing well in
USA, Europe and other developed nations last year, has
reduced the volume of export of all Indian roll
manufacturers resulting in higher allocation of capacities
for the domestic market by all the roll manufacturers.
Also the overseas roll manufacturers are now looking
more and more towards India. This is putting a lot of
pressure on the roll industry both in terms of volume and
18
realization. The unstable economy during the last year
and continuing in FY13 is expected to further have an
adverse effect on the roll industry in the coming year.
During FY 12, the Company faced severe working capital
crisis and closed more or less at the same level as in
FY'11.
The new high end product (Super Nickel Grain Roll)
developed in collaboration with Yodogawa Steel Works,
Japan and successfully introduced in few mills in India is
now being introduced in overseas Hot Strip Mills. This,
along with the development of High Speed Steel rolls,
will provide the product differentiation and help Tayo
maintain its leadership position in the domestic market.
The indigenously produced forged rolls is also gaining
presence in the market and has been stabilized at many
Cold Rolling Mills in India resulting in repeat orders from
customers. The market share of forged rolls in the
domestic market is expected to grow in the coming years.
The company has been able to bag trial orders from Tata
Steel Europe, Bangladesh, Nigeria and Thailand. Here
too, the company was very badly hit by the working capital
crisis resulting in delay in deliveries.
With the stabilization of the production process and the
ensuing growth in the steel industry, sales of engineering
forgings from Tayo is expected to increase handsomely.
OPPORTUNITIES AND THREATS
The demand of steel is growing in India. Steel
manufacturers are not only expanding their capacities
through brown-field and green-field project, they are also
working towards improving the capacity utilization. e.g.
JSW, JSPL, Tata Steel, SAIL etc. Also many overseas
steel makers are planning to put up plants in India. This
definitely will offer higher opportunities for Roll makers.
In particular, the cast roll and forged roll requirement of
Tata Steel Group is fast growing. The Company has
already started supplying to the newly commissioned
TSCR at Jamshedpur and has good opportunity of
supplying to the Kalinganagar project.
The Company has good presence in Turkey, Saudi Arabia
and South East Asia. This along with healthy growth offers
good business opportunity for the Company. Thrust for
overseas marketing, with the help of Tata International,
has been intensified in South East Asia and Middle East
particularly for cast rolls.
More and more customers are putting their efforts towards
improving capacity utilization through the use of new
generation rolls such as HSS, Semi HSS and Super Ni
Grain rolls. The manufacture of these rolls will provide a
great opportunity to the company to cater to the high
end market both within and outside the country. The SNG
rolls have already received encouraging feedback from
the market place. The company will clearly have the
advantage of being the first mover in India.
As mentioned earlier the Forged Roll and Engineering
Forgings have provided the company with an opportunity
to explore newer markets. These products have gained
presence in the market place and may isolate the Company
from the cyclicity and volatility of the steel industry.
Nevertheless, the roll industry in India is facing increasing
threat of economical imports from China and CSI
countries, both for Cast and Forged Rolls, putting a lot
of pressure on the quality and price. Providing greater
value to our customers is the only way of overcoming
this threat. Also, high end mills of Tata Steel, Essar and
JSW have started using European and Japanese make
Rolls (Hitachi, Nippon, JFE etc) to improve productivity.
Excess supply situation in the domestic market has opened
a price war. Effective supply-chain management and cost
reduction programme in every area of operations will have
to be undertaken to counteract this threat. In addition,
product differentiation and enhanced services will play a
major role in pushing up realization.
The major challenges which the Company faced in FY13
are (a) managing adequacy of working capital (b) increase
in variable costs, (c) ramp up of volume in the area of
ingots, engineering forgings and forged rolls and (d)
stabilization of products like HSS and semi HSS Rolls.
PIG IRON MARKETING & OPERATIONS
The Pig Iron operations are now under the ongoing
Conversion Agreement with Tata Steel. TSL now is
supplying iron ore, limestone and nut coke (if available)
to Tayo for conversion to foundry grade pig iron. Pig
iron produced is sold in Kolkata (Howrah), Jharkhand,
Faridabad, Punjab and a small quantity in Rajasthan.
The realization of pig iron which had firmed up during
the first half of the financial year again came down in Q4
due to high availability of steel grade pig iron in the
market. The present trend will continue in Q1 FY14.
However, increase in realization is expected from Q2.
The pig iron operations showed considerable
improvement and almost achieved all the key operating
norms of the agreement such as coke rate, skull
generation etc and kept the business in a profitable trend
all along the financial year. Efforts are on to further
increase the productivity, reduce cost and increase the
sales. The quality of pig iron has shown considerable
improvements and the same is appreciated by the key
customers.
SEGMENTWISE PERFORMANCE
The segment wise performance has been given in the
Directors' Report in Page 10-11. The segment wise result
is given in Page No.56-57 of this report.
RISK AND CONCERNS
The Company on regular basis reviews its Risk
Management Policy and takes proactive steps to safeguard
and minimize any adversity related to the Market,
Technology, People, Environment/Regulatory, Financial,
Information Technology and Opportunity Risks. Wherever
necessary, the Company takes adequate insurance
coverage of its assets for safeguarding from unforeseen
risks.
INTERNAL CONTROL AND ADEQUACY
The Company has adequate internal control system and
well laid-down policies and procedures for all its
operations and financial functions. The procedures are
aligned to provide assurance for maintaining proper
accounting controls, monitoring efficient and proper
usage of all its assets and reliability of financial and
operational reports. The internal control system is ably
supported by the Internal Audit Department which carries
out extensive audit of various functions throughout the
Company. The Internal Audit Department functions
independently and submits its findings to the Managing
Director for corrective actions, if any. The Company's
Board has an Audit Committee which comprises of four
members with majority being Independent Directors. The
Audit Committee reviews significant findings of the
internal audit.
19
TAYO ROLLS
Forty-Fifth annual report 2012-13
The Audit Committee reviews the financial reporting
process, the system of internal control, the audit process
and the Company's process for monitoring compliances
with laws and regulations and the Company's code of
conduct. The Audit Committee also reviews with the
Statutory Auditors, the financial reports and ascertains
their observation on issues of concern. The Committee
monitors the implementation of inter nal audit
recommendations.
HUMAN RESOURCE DEVELOPMENT
Human Resource is valued as one of the most important
asset by the Company. The Human Resource
Development Process promotes co-operation and
innovation within the employees and provides flexibility
to keep current with the business needs of the Company.
The various innovative initiatives taken up by employees
and active participation by them in various forums has
strengthened the human resource system.
Employees are encouraged to participate and involve in
various innovative initiatives which is visible through their
active participation in Tata Innovista - 2013 competition,
Quality Circles, Performance Target Teams, Kaizens,
Suggestions Mela etc.
To achieve the organizational objective as well as
individual, development needs to upgrade the gap of
Knowledge & Skills the in-house Training programmes
have been conducted for improvement in Safety,
Functional Process, Quality & Behavioral improvement
of employees which are imparted through in-house faculty
comprising of Senior Executives of Company as well as
external faculty.
In-house training modules have been developed on various
subjects such as Quality Systems, TPM, TBEM, TCoC,
Management Development, Safety, Fire Fighting,
Induction Training etc. which were regularly conducted
for employees and trainees throughout the year.
An Awareness programme on "Performance Management
System" is also conducted in which all Officers
participated.
The extensive Induction Training programme for Graduate
Engineer & Jr.Officer Trainees, new recruits, training need
identification and implementation process, assessment
and feedback on effectiveness of training and PMS are
the key driving forces which encourages and motivates
20
employees to keep abreast with the existing and changing
scenario.
The Knowledge Sharing Sessions conducted from time
to time provide ample opportunities for sharing skill and
knowledge on various aspects across all levels of
employees.
The Joint Consultation Council of Management (JCCM)
meeting between Management and Union as well as
monthly meetings between Departmental Heads and
Union Officers Bearers / Executive Committee Members
has developed a climate interaction & clarity of concepts
amongst cross-functional teams and close relationship
between the Management and Employees. With the
support and co-operation of Tayo Workers Union, the
Industrial Relations climate was cordial and harmonious
throughout the year.
The workforce of the Company stands at 692 as on
31.03.2013.
FINANCIAL PERFORMANCE WITH RESPECT TO
OPERATIONAL PERFORMANCE
Revenue : The total revenue (gross) was Rs. 196.65 crores
against Rs.152.33 crores in the previous year. The
revenue from roll segment (gross) was Rs. 132.53 crores
as compared to Rs. 113.28 crores in the previous year.
The revenue from pig iron segment was Rs. 23.37 crores
as compared to Rs. 19.30 crores in the previous year.
The revenue from Ingot was Rs. 6.52 crores in the current
year as against Rs. 5.00 crores in the previous year.
The net loss was Rs. 33.74 crores against a net loss of
Rs. 53.12 crores in the previous year.
CAUTIONARY STATEMENT
Statements in the Management Discussion and Analysis
describing the Company's objectives, projections,
estimates, expectations may be 'forward-looking
statements' within the meaning of applicable securities
laws and regulations. Actual results could differ materially
from those expressed or implied. Important factors that
could make a difference to the Company's operations
include economic conditions affecting demand/supply and
price conditions in the domestic and overseas markets in
which the Company operates, changes in the Government
regulations, tax laws and other statutes and other
incidental factors.
 Certification by Chief Executive Officer (CEO) /
DGM (F & A)

The Board of Directors,

Tayo Rolls Limited,
Jamshedpur.
We, Hridayeshwar Jha, Managing Director and Suresh Padmanabhan, Deputy General Manager (Finance & Ac-
counts) of Tayo Rolls Limited, both certify to the Board that we have reviewed the Financial Statement and the Cash
Flow Statement of the Company for the year ended March 31, 2013.
To the best of our knowledge, we certify that :
1. The statements do not contain materially untrue and misleading statements; that the statements present a true
and fair view of the Company’s affairs; that they are made in accordance with the accounting standards and
applicable laws and regulations.
2. There are no fraudulent or illegal transactions.
3. For the purposes of financial reporting, we accept the responsibility for establishing and maintaining internal
controls which are monitored by the Company’s internal audit team and have evaluated based on feedbacks
received from the internal audit team, the effectiveness of the internal controls and have reported to the Audi-
tors and Audit Committee, the deficiencies, if any, in the internal controls.
4. We have indicated to the Auditors and Audit Committee significant changes in the internal controls; accounting
policies. There are no instances of fraud, of which we are aware during the period.

Hridayeshwar Jha Suresh Padmanabhan

April 25, 2013 Managing Director DGM (Finance & Accounts)

Certificate on Corporate Governance

TO THE MEMBERS OF TAYO ROLLS LIMITED
1. We have examined the compliance of conditions of Corporate Governance by Tayo Rolls Limited, for the year
ended as on March 31, 2013 as stipulated in clause 49 of the Listing Agreement of the said Company with
stock exchange.
2. The compliance of the conditions of Corporate Governance is the responsibility of the management. Our
examination was limited to procedures and implementations thereof, adopted by the Company for ensuring the
compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion
on the financial statements of the Company.
3. In our opinion and to the best of our information and according to the explanation given to us, we certify that
the company has complied with the condition of Corporate Governance as stipulated in the above mentioned
Listing Agreement.
4. We state that such compliance is neither an assurance as to the future viability of the company nor the efficiency
or effectiveness with which the management has conducted the affairs of the Company.

For Deloitte Haskins & Sells

Chartered Accountants
(Registration No. 302009E)

Abhijit Bandyopadhyay
Jamshedpur Partner
April 25, 2013 Membership No.: 054785

21
TAYO ROLLS

Forty-Fifth annual report 2012-13

CORPORATE GOVERNANCE REPORT FOR THE YEAR 2012-13

(As required under clause 49 of the Listing Agreement entered into with the Stock Exchange)

The Company has a Corporate Governance framework shareholders at the Annual General Meeting held on July
that is followed across various geographies over the years 18, 2012, for a period of 5 years with effect from April
to uphold the Tata traditions and values. The Company 1, 2012. However, commission has not been paid to
has not only put in place the system for compliance of the Non Executive Directors for the financial year 2011-
regulatory requirements but also the system for customer 12 and no Commission is proposed for the financial year
satisfaction and meeting the expectation of its 2012-13.
stakeholders, employees and society. The Company
emphasizes the need for full transparency and BOARD MEETINGS
accountability in all its transactions, in order to protect
The Board of Directors met five times during the financial
the interests of its stakeholders. The Board considers
year 2012-13 and within the time gap as stipulated in
itself as a Trustee of its Shareholders and acknowledges
Clause 49 of the Listing Agreement. The dates on which
its responsibilities towards them for creation and
the Board meetings were held are as follows:
safeguarding their wealth. The core values of company
are honesty, integrity, credibility, commitment, agility, (i) April 23, 2012 (ii) July 18, 2012 (iii) October 18,
team spirit and excellence. 2012 (iv) January 21, 2013 and (v) March 16, 2013.
The necessary quorum was present at all the meetings.
BOARD OF DIRECTORS
The details of attendance of individual Directors in the
The Board comprises of members having varied skills, Board Meeting, at last Annual General Meeting and their
experience and knowledge. In accordance with the Directorship and Committee Membership in other public
Articles of Association, the Board may have maximum companies are given below:
12 Directors. As on March 31, 2013 the total strength No. of Last AGM Other Public Companies
of the Board was seven comprising of two Executive Board held on Directorship Committees
Name of Category Meetings July 18,
and five Non-Executive Directors. Mr. Om Narayan was Director 2012
the Managing Director of the Company till March 31, attended attended Member Chairman Member Chairman
2013 thereafter from April 01, 2013 Mr. Hridayeshwar Mr. Anand Sen Promoter, Non 5 Yes 2 1 2 NIL
Jha is appointed as the Managing Director, who was Chairman. Independent,
appointed as Joint Managing Director of the Company DIN-00237914 Non-Executive
on December 01, 2012. Mr. V.S.N. Murty and Mr. S.N. Dr. S. K. Independent, 5 Yes 1 NIL 1 NIL
Menon, Directors have resigned with effect from Bhattacharyya Non-Executive
DIN-00026534
20.11.2012 and 11.03.2013, respectively. The
Company has a Non-Executive Non-Independent Mr. S. N. Menon Independent, Nil No — — — —
Chairman and the number of Independent Directors as DIN-01475746 Non-Executive
(Upto 11.03.2013)
on April 01, 2013 is 50% of the total strength of the
Board. The number of Non-Executive Directors is more Mr. Dipak K Banerjee Independent, 5 Yes 8 1 5 4
DIN-00028123 Non-Executive
than 50% of the total strength of the Board.
Mr. V. S. N. Murty Promoter, Non 3 Yes 5 — 4 —
None of the Directors on the Board is a member of more DIN-00092348 Independent,
than 10 Committees and Chairman of more than 5 (Upto 19.11.2012) Non-Executive
Committees (as specified in Clause 49), across all the Mr. Osamu Promoter, Non 2 Yes NIL NIL NIL NIL
Public companies in which they were a Director. All the Nishimura Independent,
Directors have made necessary disclosures regarding DIN-02503767 Non-Executive
Committee positions. Prof. Ranjan Das Independent 3 No 1 NIL NIL NIL
DIN-01738493 Non-Executive
The Non - Executive Directors are paid sitting fees as
per the Companies Act, 1956. Apart from sitting fees Mr. Om Narayan Non 5 Yes NIL NIL NIL NIL
DIN-01005028 Independent,
the Non -Executive Directors are eligible for commission (Upto 31.03.2013) Executive
not exceeding 1% of the net profit of the company
Mr. Hridayeshwar Non- 2 NA NIL NIL NIL NIL
computed in accordance with Section 309 of the Jha Independent
Companies Act, 1956. The payment of commission to DIN-01298891 Executive
Non Executive Directors has been approved by the (w.e.f. 01.12.2012)

22
Apart from the formal Board meeting, in case of urgency
the Board also passes resolution through Circular
resolution in accordance with the provisions of Section
289 of the Companies Act, 1956, read with Article 164
of the Articles of Association of the Company.
The Compliance to all applicable Laws is periodically
reviewed by the Audit committee. The Audit committee
reports to the Board on the same. The Managing Director
submits a compliance certificate on quarterly basis at
the meetings of the Board.
The ‘Tata Code of Conduct', as adopted by the
Company, is applicable to the Executive Directors, Senior
Management Personnel and other employees of the
Company. The Company has received confirmation from
the Executive Director as well as Senior Management
Personnel regarding compliance of the code during the year
under review. The Company has laid down the 'Code of
Conduct for Non- Executive Directors' of the Company.
The Company has also received confirmations from the
Non-Executive Directors regarding compliance of the code
during the year under review. These codes are posted
on www.tayo.co.in, the website of the Company. The
Managing Director's declaration to the affirmation of
the Code of Conduct is on page no. 30 of this report.
BOARD COMMITTEES
The Board has constituted Committee of Directors to
monitor the activities and to deal with matters within
the terms of reference of the Committees there of:
(a) Audit Committee
A qualified and Independent Audit Committee was
constituted in the year 1997.
The Company has complied with the requirements of
Clause 49II (A) of the Listing Agreement with regard to
composition of the Committee. The members of the
Audit Committee are Non-Executive Directors, with
majority of them being independent. The Chairman of
the Committee is an independent director. The members
bring with them vast experience in the field of
operations, technical and finance. The Chief Financial
Officer, Internal Auditor and Statutory Auditor attend
the Audit Committee meetings. Other senior executives
attend the meeting as and when invited by the
Committee. The Company Secretary acts as the
Secretary of the Audit Committee.
The Audit Committee has been granted powers
prescribed under Clause 49II(C) of the Listing
Agreement and the scope of the activities of the Audit
Committee is as set out in Clause 49 of the Listing
Agreement with the Stock Exchange. The broad terms
of reference of the Audit Committee include reviewing
Internal Auditors' report, internal control system and
procedures, compliance of statutory requirements,
appointment of Statutory Auditors, appointment of Cost
Auditors and fixation of their fees and all other powers
as specified in Clause 49 of the Listing Agreement.
The Audit Committee reviews the financial statements
with the statutory auditors and the management with
reference to the accounting policies and practices, before
recommending the same to the Board for approval.
Along with financial reviews the Audit Committee also
reviews the statement of related party transactions,
Internal Control weakness report issued by Internal
Auditor and Statutory Auditors and also the
Management Discussion & Analysis.
The Audit Committee met four times during the year
on (i) April 21, 2012, (ii) July 18, 2012, (iii) October
18, 2012 and (iv) January 21, 2013.
The necessary quorum was present at all the meetings.
Composition of Audit Committee and details of the meeting
attended during the financial year 2012-13 are as follows:
Name Category No. of meetings attended
Dr. S. K. Bhattacharyya Independent, Non-Executive 4
Chairman
Mr. Dipak K. Banerjee Independent, Non-Executive 4
Mr. S. N. Menon Independent, Nil
(Upto 11.03.2013) Non-Executive
Mr. V. S. N. Murty Promoter, Non-Independent, 3
(Upto 19.11.2012) Non-Executive
Prof. Ranjan Das Independent, Non-Executive Nil
(w.e.f. 21.01.2013)
Mr. Hridayeshwar Jha Promoter, Non-Independent, Nil
(w.e.f. 21.01.2013) Executive
Dr. S. K. Bhattacharyya, Chairman of the Audit Committee
was present at the last Annual General Meeting held on
July 18, 2012.
Whistle Blower Policy
The Company has adopted the Whistler Blower Policy which
provides a formal mechanism for all employees of the
Company to approach to the Ethics Counselor / Chairman
of the Audit Committee of the Company and to make
protective disclosure about unethical behavior, actual or
suspected fraud or violation of the Company's Code of
Conduct. The Whistle Blower Policy is an extension of the
Tata Code of Conduct, which requires every employee to
promptly report to the management any actual or possible
violation of the Code or an event he becomes aware of,
23
TAYO ROLLS
Forty-Fifth annual report 2012-13
that could affect the business or reputation of the Company.
Under the policy, each employee of the Company has an
assured access to the Ethics Counselor/ Chairman of the
Audit Committee.
The Company does not have any Subsidiary Company.
The Company has laid down Risk Management Policy, which
is regularly reviewed by the management.
(b) Remuneration Committee
The Remuneration Committee was constituted in the
year 1994.
The Remuneration Committee comprises Non-
Executive Directors, majority of them being Independent
Directors. The Chairman of the Remuneration
Committee is an Independent Director. The terms of
reference of the Remuneration Committee are to
recommend to the Board, salary (including annual
increments), perquisites and allowances, incentive
remuneration, if any, Performance Bonus / Commission
(variable component), to be paid to the Company's
Managing/Whole-time Director(s), to finalize the
perquisites and allowances package within the overall
ceiling fixed by the Board, recommend retiral benefits
to be paid to the Managing/Whole-time Director(s) under
the Tata Group Retirement Benefits Guidelines adopted
by the Board. The Remuneration Committee also
considers the annual commission payable to the Non-
Executive Directors.
The Remuneration Committee met once on April 23,
2012 during the year 2012-13. During the year the
Remuneration Committee also passed a Circular
Resolution, which has subsequently been ratified by the
Board at its meeting.
Composition of Remuneration Committee and details of
the meeting attended during financial year 2012-13 are
as follows:
Name Category No. of meetings attended
during 2012-13
Dr. Dr. S. K. Independent, Non-Executive
Bhattacharyya
(Chairman
w.e.f. 21.01.2013)
Mr. S. N. Menon Independent, Non-Executive
(upto 21.01.2013)
Mr. Anand Sen Promoter, Non Independent,
Non-Executive
Mr. Dipak K. Banerjee Independent, Non-Executive
Prof Ranjan Das Independent, Non-Executive
(w.e.f. 21.01.2013)
24
Remuneration Policy
Based on the industry standards, broad frame work of
group policy, merit, Company's performance and the
terms of appointment approved by the Shareholders at
the general meeting, the Company pays remuneration
by way of salary, perquisites and allowances (fixed
component) Performance Bonus/Commission (variable
component) to the Managing/Whole-time Director(s).
The salary is paid within the range approved by the
Shareholders. The Annual increment is effective from
1 s t A p r i l e a c h y e a r, a s r e c o m m e n d e d b y t h e
Remuneration Committee and approved by the Board.
The ceiling on perquisites and allowances as a percentage
of salary is fixed by the Board and within the prescribed
ceiling; the perquisites package is recommended by the
Remuneration Committee and approved by the Board.
Commission/ Per for mance Linked Remuneration
payable to the Managing/ Whole-time Director(s) are
determined by the Board at the end of the financial year
based on the recommendation of the Remuneration
Committee, subject, however, to the overall ceilings on
remuneration stipulated in Sections 198, 309 and
Schedule XIII of the Companies Act, 1956. Specific
amount payable to each Director is based on the
performance criteria laid down by the Board.
The Non-Executive Directors are paid remuneration by
way of sitting fees and commission. The Company paid
sitting fees of Rs. 15,000/- (Rupees fifteen thousand
only) per meeting to its Non-Executive Directors, for
attending Board meeting, Audit Committee and
Remuneration Committee meetings and Rs. 10,000/-
(Rupees ten thousand only) per meeting for any other
Committee meeting. However, considering the financial
position of the Company the Promoter's Directors have
resolved not to take sitting fees for attending the Board
or Committee meetings. Total sitting fees paid to the
Non-Executive Directors for attending meetings of the
Board and Committees thereof during the financial year
2012-13 amounted to Rs. 3,16,000/- (Rupees three
lakhs sixteen thousand) only.
In terms of shareholders' approval obtained at the Annual
General Meeting held on July 18, 2012, the Non-
1 Executive Directors are also paid commission at the rate
not exceeding 1% of the net profits computed in
accordance with Sec 309 (5) of the Companies Act,
1956. The commission is distributed on the basis of Board
Nil and various Committee meetings attended and chaired by
the Non-Executive Directors. Due to inadequacy of profits
1 during the financial year 2012-13, commission will not
be paid to the Non-Executive Directors.
1
The Company has not granted any stock options to its
Nil Non-Executive Directors.
Details of remuneration paid to Non-Executive the redressal of Investors' complaints like transfer of shares,
Directors towards sitting fees for attending the non-receipt of balance sheet and non-receipt of declared
Board and Committee meetings for the financial dividend, etc. The Shareholders/Investors Grievance
year 2012-13 are as follows: Committee comprises of Non-Executive Directors.
Name Sitting fees Composition of Shareholders/Investors Grievance
for 2012-13 (Rs.) Committee:
Mr. Anand Sen ---- Name Category
Dr. S. K. Bhattacharyya 1,39,000.00 Mr. Anand Sen Promoter, Non-Independent,
Chairman Non-Executive
Mr. S. N. Menon ----
Prof. Ranjan Das Independent, Non-Executive
Mr. Dipak K. Banerjee 1,39,000.00
Mr. V. S. N. Murty Promoter, Non-Independent,
Mr. V.S. N. Murty ---- (upto 19.11.2012) Non-Executive
Mr. Osamu Nishimura ---- Mr. Hridayeshwar Jha Promoter, Non- Independent,
(w.e.f. 21.01.2013) Executive
Prof. Ranjan Das 38,000.00
Total 3,16,000.00 During the year under review the Company has received
a number of correspondences from its shareholders
Details of remuneration paid to the Managing Director
and Joint Managing Director for the financial year 2012- relating to non-receipt of dividend, non-receipt of shares
13 are as follows: sent for transfer, enquiry for dematerialization, split/
transmission, change in address etc. No correspondence
(Rs. in Lakhs) was pending as on 31.03.2013.
Name Salary Allowances & Performance Stock
Perquisites Bonus/ Options d) Share Transfer Committee
Variable Pay# Constituted in the year 1969.
Mr. Om Narayan*
Share Transfer Committee was constituted for
(Managing Director) 37.63 21.82 37.00 NIL
(upto 31.03.2013) approving transfer, sub-division of shares and issue
Mr. Hridayeshwar
of fresh share certificates with the following
Jha, Joint Managing 12.32 3.27 — NIL members, with the authority to act individually. The
Director** Committee met as and when required.
(w.e.f. 01.12.2012)
Name Category
#Will be paid after approval of the Central Government.
Mr. Anand Sen Promoter, Non-Independent,
* The Board has approved an ex-gratia amount of Rs. 15.00 lakhs
Chairman Non-Executive
to Mr. Om Narayan on his retirement.
** Mr. Hridayeshwar Jha has been appointed as Managing Director Mr. V. S. N. Murty Promoter, Non-Independent,
with effect from April 01, 2013. Prior to that Mr. Jha was the Joint (upto 19.11.2012) Non-Executive
Managing Director of the Company since 01.12.2012.
Mr. Om Narayan Promoter, Non-Independent,
Service Contract, Severance Fees and Notice Period (upto 31.03.2013) Executive
Period of Contract : Three years (From 01.12. 2012 to Mr. Hridayeshwar Jha Promoter, Non-Independent,
Mr. Hridayeshwar Jha 30.11.2015) (w.e.f. 21.01.2013) Executive
The contract may be terminated by either
Mr. Prashant Kumar Company Secretary &
party, giving the other party six months'
Compliance Officer
notice or the Company paying six months'
salary in lieu thereof.
e) Ethics & Compliance Committee
Severance fees : There is no separate provision for payment Constituted in the year 2002.
of severance fees.
Ethics and Compliance Committee has been
c) Shareholders/Investors Grievance Committee constituted in terms of the Amended regulations of
The Shareholders/ Investors Grievance Committee was SEBI (Prohibition of Insider Trading) Regulations,
constituted in the year 2001. 1992. The Board had adopted the "Tata Code of
Conduct for Prevention of Insider Trading" and
The terms of reference of the Shareholders' Grievance
"Code of Corporate Disclosure Practices" for its
and Share Transfer Committee are to specifically look into
Directors, Officers and Employees.

25
TAYO ROLLS

Forty-Fifth annual report 2012-13

The terms of reference of the Committee are to Name, Designation & address of Compliance
oversee the implementation of regulation of the Officer
code, take on record the status report prepared by
Mr. Prashant Kumar,
the Compliance Officer detailing the dealings in
Securities by the specified persons and decide on Company Secretary & Compliance Officer,
penal action in respect of violation of the regulation/ Tayo Rolls Limited,
code by the specified person. XLRI New Administrative Building,
Mr. Suresh Padmanabhan, DGM (Finance & C. H. Area (East),
Accounts), has been appointed as the Compliance Jamshedpur - 831 001
Officer for implementation of Tata Code of Conduct Tel.No.0657-2225643/2231384
for Prevention of Insider Trading and overseeing the Fax No.0657-2226435
compliance with the Regulations and Code across E-mail : tayoregd@tayo.co.in
the Company. investors_helpdesk@tayo.co.in
The Managing Director and the Company Secretary
& Compliance Officer have been appointed as the GENERAL BODY MEETING DETAILS
Public spokesperson pursuant to the code as required
under the regulation, who would be responsible to Location and time where last three Annual General
Meetings were held:
ensure timely and adequate disclosure of price
sensitive information to the investors. Year Date Time Venue
2012 18.07.2012 4.00 p.m. TMDC Auditorium, XLRI
f) Governance Council
Campus, C. H. Area (East),
Constituted in the year 2003.
Jamshedpur- 831001
Governance Council of the Board is responsible for 2011 26.07.2011 3.00 p.m. TMDC Auditorium, XLRI
the formation and evaluation of the Board of Campus, C. H. Area (East),
Directors of the Company. The Council is constituted Jamshedpur- 831001
with the following Directors:
2010 14.09.2010 4.00 p.m. Centre for Excellence,
Mr. Anand Sen Promoter, Non-Independent Jubilee Road, Jamshedpur-
Chairman Non-Executive 831001
Dr. S. K. Bhattacharyya Independent, Non Executive
Special Resolution passed in the last three Years
g) Committee of the Board at Annual General Meetings:
Constituted in the year 2003.
The Special Resolutions passed in the previous three
The terms of reference of the Committee of the Board Annual General Meetings are as under:
(COB) are to approve capital expenditure schemes and
to recommend to the Board, capital budget and other AGM Date Special Resolutions Passed
major capital schemes, to consider new business, 18.07.2012 Payment of Commission to the Non-
diversification and future strategy. The Committee is executive Directors at a rate not exceeding
constituted with the following Directors: 1% of the net profit for a period of five
years with effect from 01.04.2012
Dr. S. K. Bhattacharyya, Independent, Non-Executive
Payment of Remuneration to Mr. Om
Chairman
Narayan in excess of limits specified under
Mr. V. S. N. Murty Promoter, Non-Independent, schedule XIII of the Companies Act, 1956
(upto 19.11.2012) Non-Executive
26.07.2011 No Special Resolution was Passed
Mr. Hridayeshwar Jha Promoter, Non-Independent,
14.09.2010 No Special Resolution was Passed
(w.e.f. 21.01.2013) Executive

Other than the above Committees, the Board also
constitutes Committee for specific purpose as and when
required.
During the financial year 2012-13 no Extraordinary
General Meeting was held.
No special resolution was passed through Postal Ballot
in the last year and no Postal Ballot is proposed for this
year either.

26
As required under the Clause 49 (G) (i) of the Amended
Clause 49 of the Listing Agreement, particulars of
Directors seeking appointment / reappointment are given
in the Annexure to the Notice.
Disclosures
i) Disclosures on materially significant related party
transactions i.e. transactions of the Company of
material nature, with its promoters, the Directors or
the management, their subsidiaries or relatives etc.,
that may have potential conflict with the interests
of company at large :
There are no materially significant related party
transactions which have potential conflict with the
interest of the company at large. The related party
transactions are given in the notes on the Balance-
sheet and Profit & Loss Account at Page Nos. 58-
60. The Register of Contracts is placed at the Board
of Directors as per the requirements of the
Companies Act, 1956.
ii) There are no instances of non-compliance by the
Company or strictures imposed by the Stock
Exchanges, SEBI or any other regulatory authority
on any matter related to capital markets, during the
last three years.
iii) The Board at its meeting has adopted the Risk
Management framework and the same is being
periodically reviewed by the Board & Company
Management.
iv) The Company has complied with all the applicable
Accounting Standards.
v) Management Discussion and Analysis Report forms
a part of the Director's Report.
vi) The relevant disclosures on the remuneration of
directors have been included under "Remuneration
Policy" in this Report.
vii) During the financial year 2011-12 the Authorised
Share Capital of the Company had been increased
from Rs. 15.00 crores (Rupees fifteen crores) to
Rs. 100.00 crores (Rupees one hundred crores) by
creation of 85,00,000 (eighty five lakhs) Redeemable
Preference Shares of Rs. 100/- (one hundred) each.
The Company had issued and allotted the aforesaid
Redeemable Preference Shares on a preferential
basis to the Promoters of the Company namely, Tata
Steel Limited and Yodogawa Steel Works, Limited,
Japan. Tata Steel Limited has subscribed Redeemable
Preference Shares of worth Rs. 65.00 crores (Rupees
sixty five crores) and Yodogawa Steel Works, Limited,
Japan has subscribed Redeemable Preference Shares
of worth Rs. 20.00 crores (Rupees twenty crores).
The audit Committee is monitoring the utilization
and deployment of the funds raised.
viii) The Financial Results (under Clause 41 of the Listing
Agreement) and Shareholding Pattern (under Clause
35 of the Listing Agreement) have also been
uploaded in www.corpfiling.co.in
ix) The Details of adoption/non-adoption of the non-
mandatory requirements as specified in Annexure
ID of Clause 49 are as under:

Details of Compliance/ Adoption of the Non-Mandatory requirements under the revised Clause 49 of
the Listing Agreement.
Sl. No. Particulars Status

1. The Board
Non-executive Chairman may be entitled to maintain a Chairman's office at the company's Not
expenses and also allowed reimbursement of expenses incurred for performance of his duties Adopted

2. Remuneration Committee
i) The above Committee has been constituted for recommending the remuneration of
MD/WTD, retiral benefits of MD/ WTDs.
ii) The Chairman of the Committee is an Independent Director Adopted
iii) All the Members of the Committee have been present at the Meetings held so far.
iv) The Chairman of the Committee was present at the last Annual General Meeting of the Members.

3. Independent Directors
Non-Executive Directors may have a tenure not exceeding in the aggregate, a period of 9 years Adopted
on the Board of the Company.

27
TAYO ROLLS

Forty-Fifth annual report 2012-13

4. Shareholder rights
The half yearly declaration of financial performance including summary of the significant events Not Adopted
in the last 6 months should be sent to each household of shareholders.

5. Audit qualifications
The company may move towards a regime of unqualified financial statements Not Adopted

6. Training of Board Members

Board Members may be trained in the business model of the company as well as on the risk Not Adopted
profile of the business parameters of the company, their responsibilities as Director and the
best ways of discharging them.

7. Evaluation of Non-Executive Board Members

Mechanism for evaluating performance of Non-Executive Directors by peer group consisting Not Adopted
of entire Board excluding the Director being evaluated.

8. Whistle Blower Policy

The company may establish a mechanism for employees to report to the Management concerns Adopted
about unethical behaviour, actual or suspected fraud or violation of the company's code of
conduct or ethics policy.

RECONCILIATION OF SHARE CAPITAL AUDIT Centre auditorium, XLRI Campus, Bistupur,

A qualified Practicing Company Secretary carried out Jamshedpur -831 001
the Share Capital Reconciliation Audit to reconcile the ii) As required under Clause 49(IV)(G)(i), particulars of
total issued and paid up capital with National Securities Directors seeking appointment/ reappointment are
Depository Limited (NSDL) and Central Depository annexed to the Notice of the Annual General Meeting
Services (India) Limited (CDSL) with the total issued and to be held on June 14, 2013.
listed capital. The audit confirms that the total issued/ iii) Financial Calendar : April to March
paid up capital is in agreement with the total number of
Shares in the physical form and the total number of Annual General Meeting : June 14, 2013
dematerialized shares held with NSDL and CDSL. Reviewed Financial Results :
Quarter 1, 2013-14 - 3rd week of July, 2013
CEO/ CFO CERTIFICATION
Quarter 2, 2013-14 - 3rd week of October 2013
The Managing Director and Deputy General Manager
(Finance & Accounts), who heads the Finance function, Quarter 3, 2013-14 - 3rd week of January 2014
have submitted the required Certificate to the Board at Audited Financial Results
its meeting held on April 25, 2013, wherein the Audited
Quarter 4, 2013-14 - 3rd week of April 2014
Accounts of the Company for the financial year 2012-
13 were considered. iv) Date of book closure : June 7, 2013 to June
14, 2013 (both days inclusive)
MEANS OF COMMUNICATION Dividend Payment date : The directors have not
The quarterly and annual results along with the segmental recommended any
report are generally published in Business Standard (in dividend for the
English) & Prabhat Khabar, Hindustan, Dainik Bhaskar financial year 2012-13.
& Uditvani (in Hindi) and also been posted in Company's v) Listing on Stock Exchange : The Company's shares
Web site www.tayo.co.in shortly after its submission to are listed on the
the Stock Exchange. Bombay Stock Exchange
Ltd. (BSE)
GENERAL SHAREHOLDER INFORMATION
The Company has paid the annual listing fees to all
i) AGM: Date, time and venue : Friday, June 14, 2013 the Stock Exchange where its shares are listed for
at 3.00 p.m., at Tata Management Development the financial year 2012-13.

28
vi) Stock Code : 504961 (BSE) TSR Darashaw Private Limited TSR Darashaw Private Limited
503, Barton Centre 2/42, Sant Vihar, Ansari Road,
vii) Market Information: (5th Floor), 84, M.G.Road Daryaganj,
Bangalore- 560 001 New Delhi - 110 002
Market Price Data: High, Low (based on the closing
Phone : 080-25320321 Phone : 011-23271805
prices) and volume during each month in last Fax : 080-25580019 Fax : 011- 23271802
financial year, as under: E-mail : tsrdlbang@tsrdarashaw.com E-mail : tsrddel@tsrdarashaw.com

Bombay Stock Exchange Agent of TSR Darashaw Private Limited:

Shah Consultancy Services Limited
High Low Volume Sumatinath Complex, 2nd Dhal Pritam Nagar,
(Rs.) (Rs.) (No. of Shares) Ellis Bridge, Ahmedabad -380 006
Telefax : 079- 26576038
April -12 71.60 60.85 31540
E-mail : Shahconsultancy@hotmail.com
May -12 72.85 62.00 24776
June -12 72.65 62.70 43010 Investor Relation Assistance :
Mr. Prashant Kumar Mr. Deepak Tambe
July -12 87.90 68.55 95225
Company Secretary & C. O. Senior Associate
August -12 97.00 77.05 114423 Tayo Rolls Limited TSR Darashaw Private Ltd
XLRI New Administrative Building 6-10 Haji moosa Patrawala Ind Estate
September -12 109.95 78.35 358476
XLRI Campus, C.H. Area (East) 20, Dr. E. Moses Road
October -12 96.95 72.60 64975 Jamshedpur - 831 001 Mumbai - 400 011
November -12 79.80 60.25 114746 Phone: 0657- 2225643 Phone : 022- 66568484
Fax : 0657- 2226435 Fax : 022- 66568494/96
December -12 72.20 66.00 68747 E-mails : tayoregd@tayo.co.in E-mails : dtambe@tasdarashaw.com
January -13 80.50 65.00 71687 Investors_helpdesk@tayo.co.in Website: www.tsrdarashaw.com
prashantkumar@tayo.co.in
February -13 68.55 51.55 58810
x) Share transfer system:
March -13 56.95 41.00 48695
a) Physical Form:
viii) Performance of Company's Share Price :
The Board has authorised a few Directors and
The performance of the Company's share prices in the Company Secretary severally to approve the
comparison to the BSE Sensex during the financial transfer of shares.
year 2012-13, was as under:
Share transfers in physical form can be lodged
either at the Registered Office of the Company
or with TSR Darashaw Private Limited, the
Registrar & Transfer Agents, at the above-
mentioned address or any of their branch offices,
addresses of which are available on their website.
Transfers are normally processed within 15 days
from the date of receipt, provided the documents
are complete in all respects. Certain executives
(including the Managing Director) are severally
empowered to approve transfers.
ix) Registrar & Transfer Agents: b) Demat Form:
TSR Darashaw Private Limited The Company has made arrangements to
6-10, Haji Moosa Patrawala Ind Estate, dematerialize its shares through National
(Near Famous Studio) 20, Dr. E. Moses Road,
Mahalaxmi, Mumbai - 400 011 Securities Depository Limited (NSDL) and
Tel. no. : (022) 6656-8484 Central Depository Services (India) Limited
Fax no. : (022) 6656-8494/96 (CDSL) and Company's ISIN No. is
E-mail : csg-unit@tsrdarashaw.com
Website : www.tsrdarashaw.com INE895C01011.The shares of the Company are
Branch Offices of TSR Darashaw Private Ltd actively traded in the Stock Exchange where they
are listed. As on March 31, 2013, 95.77 %
TSR Darashaw Private Limited TSR Darashaw Private Limited
Bunglow No-1, "E" Road, Tata Centre, 1st Floor shares of the Company were in Dematerialized
Northern Town, Bistupur 43, Jawahar Lal Nehru Road, form.
Jamshedpur - 831 001 Kolkata - 700 071
Phone : 0657-2426616 Phone : 033-22883087
Fax : 0657-2426937 Fax : 033-22883062
E-mail : tsrdljsr@tsrdarashaw.com E-mail : tsrdlcal@tsrdarashaw.com

29
TAYO ROLLS

Forty-Fifth
Forty-Fourthannual report
annual 2012-13
report 2012-13

xi) a) Distribution of shareholdings as on 31.03.2013: c) Top five Equity Shareholders as on 31.03 2013:
Shareholders Share Amount Sl. No. Category No. of Shares %
No. of Equity No. of No. of % to Rs. % to I. Tata Steel Limited. 55,87,372 54.45
Shares held Holders Shares Total Total
II. Yodogawa Steel Works Limited 15,36,704 14.98
1 – 5000 7958 10,99,077 92.45 1,09,90,770 10.71 III. Sojitz Corporation 3,07,341 3.00

5001 – 10000 375 2,87,339 4.36 28,73,390 2.80 IV. Everett Consultants Pvt Ltd 78,255 0.76
V. Gautam Chokhany 78,000 0.76
10001– 20000 145 2,18,271 1.68 21,82,710 2.13
TOTAL 75,87,672 73.95
20001 – 30000 39 1,00,070 0.45 10,00,700 0.98
xii) The Company has no outstanding GDR/ADR/
30001 – 40000 22 78,248 0.26 7,82,480 0.76
Warrants or any convertible instrument.
40001– 50000 14 64,730 0.16 6,47,300 0.63
xiii) Plant location : TAYO Works, Gamharia,
50001–100000 35 2,59,314 0.41 25,93,140 2.53
Distt: Seraikella- Kharsawan,
100001 20 81,53,886 0.23 8,15,38,860 79.46
Jharkhand.
and above
xiv) Registered
TOTAL 8608 1,02,60,935 100.00 10,26,09,350 100.00
Office Address : Tayo Rolls Limited,
b) Shareholding pattern as on 31.03.2013 XLRI New Administrative
Sl. No. Category No. of Shares % Building, XLRI Campus,
I. Promoters/Associate 75,12,367 73.21 C.H. Area (East)
companies, etc. Jamshedpur - 831 001
II. Financial Institutions 1,550 0.02 Tel. : (0657) 2225643/2231384
III. Other Bodies Corporate/Trusts 3,40,317 3.32 Fax : (0657) 2226435
IV. Directors & Relatives --- ---
E-mail: tayoregd@tayo.co.in
Web-site: www.tayo.co.in
V. General Public 24,06,701 23.45

TOTAL 1,02,60,935 100.00

A Certificate from the Auditors of the Company, M/s. Deloitte Haskins & Sells, Chartered Accountants, regarding
due Compliance of conditions stipulated in Clause 49 of the Listing Agreement is annexed hereto.

Jamshedpur On Behalf of Board of Directors

April 25, 2013
Anand Sen
Chairman

DECLARATION
I, Hridayeshwar Jha, Managing Director of Tayo Rolls Limited, on the basis of confirmation received from the Board
Members and Senior Management personnel, hereby declare that all the Board Members and Senior Management
personnel, have affirmed compliance with the Code of Conduct for Non-Executive Directors and the Tata Code of
Conduct respectively for the financial year 2012-13.

Jamshedpur (Hridayeshwar Jha)

April 25, 2013 Managing Director

30
Auditors’ Report
To The Members of Tayo Rolls Limited
Report on the Financial Statements
We have audited the accompanying financial statements of
TAYO ROLLS LIMITED (“the Company”), which comprise
the Balance Sheet as at 31st March, 2013, the Statement of
Profit and Loss and the Cash Flow Statement for the year then
ended, and a summary of the significant accounting policies
and other explanatory information.
Management’s Responsibility for the Financial
Statements
The Company’s Management is responsible for the preparation
of these financial statements that give a true and fair view of the
financial position, financial performance and cash flows of the
Company in accordance with the Accounting Standards referred
to in Section 211 (3C) of the Companies Act, 1956 (“the Act”).
This responsibility includes the design, implementation and
maintenance of internal control relevant to the preparation and
presentation of the financial statements that give a true and fair
view and are free from material misstatement, whether due to
fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in
accordance with the Standards on Auditing issued by the Institute
of Chartered Accountants of India. Those Standards require
that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence
about the amounts and the disclosures in the financial statements.
The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement
of the financial statements, whether due to fraud or error. In
making those risk assessments, the auditor considers the internal
control relevant to the Company’s preparation and fair
presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness
of the Company’s internal control. An audit also includes
evaluating the appropriateness of the accounting policies used
and the reasonableness of the accounting estimates made by
the Management, as well as evaluating the overall presentation
of the financial statements.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid financial statements
give the information required by the Act in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2013;
(b) in the case of the Statement of Profit and Loss, of the loss
of the Company for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows of
the Company for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order,
2003 (“the Order”) issued by the Central Government in
terms of Section 227(4A) of the Act, we give in the Annexure
a statement on the matters specified in paragraphs 4 and 5
of the Order.
2. As required by Section 227(3) of the Act, we report that:
(a) We have obtained all the information and explanations
which to the best of our knowledge and belief were
necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by
law have been kept by the Company so far as it appears
from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss,
and the Cash Flow Statement dealt with by this Report
are in agreement with the books of account.
(d) In our opinion, the Balance Sheet, the Statement of
Profit and Loss, and the Cash Flow Statement comply
with the Accounting Standards referred to in Section
211(3C) of the Act.
(e) On the basis of the written representations received from
the directors as on 31stMarch, 2013 taken on record by
the Board of Directors, none of the directors is
disqualified as on 31st March, 2013 from being
appointed as a director in terms of Section 274(1) (g) of
the Act.
For DELOITTE HASKINS & SELLS
Chartered Accountants
(Firm Registration No. 302009E)
(Abhijit Bandyopadhyay)
Jamshedpur (Partner)
25th April, 2013 (Membership No. 054785)
31
TAYO ROLLS
Forty-Fifth annual report 2012-13
Annexure to the Auditors’ Report
(Referred to in paragraph 1 under ‘Report on Other Legal
and Regulatory Requirements’ section of our report of even
date)
(i) Having regard to the nature of the Company’s business/
activities / results during the year, clauses (xii), (xiii),
(xiv), (xv), (xviii), (xix) and (xx) are not applicable to the
Company.
(ii) In respect of its fixed assets:
(a) The Company has maintained proper records
showing full particulars, including quantitative
details and situation of fixed assets.
(b) Some of the fixed assets were physically verified
during the year by the Management in accordance
with a programme of verification, which in our
opinion provides for physical verification of all
the fixed assets at reasonable intervals. According
to the information and explanations given to us
no material discrepancies were noticed on such
verification.
(c) The fixed assets disposed off during the year, in
our opinion, do not constitute a substantial part
of the fixed assets of the Company and such
disposal has, in our opinion, not affected the
going concern status of the Company.
(iii) In respect of its inventories:
(a) As explained to us, the inventories were physically
verified during the year by the Management at
reasonable intervals.
(b) In our opinion and according to the information
and explanations given to us, the procedures of
physical verification of inventories followed by the
Management were reasonable and adequate in
relation to the size of the Company and the nature
of its business.
(c) In our opinion and according to the information
and explanations given to us, the Company has
maintained proper records of its inventories and
no material discrepancies were noticed on
physical verification.
(iv) The Company has neither granted nor taken any loans,
secured or unsecured, to/from companies, firms or
other parties covered in the Register maintained under
Section 301 of the Companies Act, 1956.
(v) In our opinion and according to the information and
explanations given to us, having regard to the
explanations that some of the items purchased are of
special nature and suitable alternative sources are not
readily available for obtaining comparable quotations,
32
there is an adequate inter nal control system
commensurate with the size of the Company and the
nature of its business with regard to purchases of
inventory and fixed assets and the sale of goods and
services. During the course of our audit, we have not
observed any major weakness in such internal control
system.
(vi) In respect of contracts or arrangements entered in the
Register maintained in pursuance of Section 301 of
the Companies Act, 1956, to the best of our knowledge
and belief and according to the information and
explanations given to us:
(a) The particulars of contracts or arrangements
referred to in Section 301 that needed to be
entered in the Register maintained under the said
Section have been so entered.
(b) Where each of such transaction is in excess
of Rs. 5 lakhs in respect of any party, the
transactions have been made at prices which are
prima facie reasonable having regard to the
prevailing market prices at the relevant time, other
than certain purchases which are of a special
nature for which comparable quotations are not
available and in respect of which we are,
therefore, unable to comment.
(vii) In our opinion and according to the information and
explanations given to us, the Company has complied
with the provisions of Sections 58A, 58AA or any other
relevant provisions of the Companies Act, 1956 and
the Companies (Acceptance of Deposits) Rules, 1975
with regard to the deposits accepted from the public.
According to the information and explanations given
to us, no order has been passed by the Company Law
Board or the National Company Law Tribunal or the
Reserve Bank of India or any Court or any other
Tribunal.
(viii) In our opinion, the Company has an adequate internal
audit system commensurate with the size and the nature
of its business.
(ix) We have broadly reviewed the cost records maintained
by the Company pursuant to the Companies (Cost
Accounting Records) Rules, 2011 prescribed by the
Central Government under Section 209(1)(d) of the
Companies Act, 1956 and are of the opinion that,
prima facie, the prescribed cost records have been
maintained. We have, however, not made a detailed
examination of the cost records with a view to determine
whether they are accurate or complete.
(x) According to the information and explanations given
to us, in respect of statutory dues:
(a) The Company has generally been regular in (xi) The accumulated losses of the Company at the end of
depositing undisputed statutory dues, including the financial year are not less than fifty per cent of its
Provident Fund, Investor Education and net worth. The Company has incurred cash losses
Protection Fund, Income-tax, Sales Tax, Wealth during the financial year covered by our audit and in
Tax, Service Tax, Customs Duty, Excise Duty,
the immediately preceding financial year.
Cess and other material statutory dues applicable
to it with the appropriate authorities. With respect (xii) The Company did not have any outstanding
to Employees’ State Insurance Act, 1948, we debentures or dues to the financial institutions during
are informed that the company is in the process the year. Delays in repayment of dues to banks are
of obtaining exemption from the relevant
given below:
authorities.
Name of Nature Amount Due Date Repayment Delays
(b) There were no undisputed amounts payable in the Bank of dues (Rs lakhs) Date in days
respect of Provident Fund, Investor Education and
Protection Fund, Income-tax, Sales Tax, Wealth IDBI Bank Principal 21.82 01.04.2012 03.04.2012 2
Tax, Service Tax, Customs Duty, Excise Duty, Limited Amount
Cess and other material statutory dues in arrears
IDBI Bank Interest 39.22 30.04.2012 06.05.2012 6
as at 31st March, 2013 for a period of more Limited
than six months from the date they became
payable. IDBI Bank Interest 29.75 30.04.2012 07.05.2012 7
Limited
(c) Details of dues of Income-tax, Sales Tax, Wealth
Tax, Service Tax, Customs Duty, Excise Duty and IDBI Bank Interest 70.69 30.11.2012 02.12.2012 2
Cess which have not been deposited as on 31st Limited
March , 2013 on account of disputes are given
IDBI Bank Interest 73.70 31.01.2013 01.02.2013 1
below:
Limited
Name Nature of Forum where Period to Amount
(xiii) In our opinion and according to the information and
of Dues Dispute is which the involved
Statute pending amount (Rs. in explanations given to us, the term loans have been
relates lakhs) applied by the Company during the year for the
Income Income Tax Commissioner- 2001-2002 256.41 purposes for which they were obtained, other than
Tax Act Appeals to temporary deployment pending application.
2006-2007
Tribunal 2005-2006 33.30 (xiv) In our opinion and according to the information and
High Court 1987-1988 9.74 explanations given to us and on an overall examination
2001-2002 46.21 of the Balance Sheet, we report that amounts
Central Central Tribunal 2005-2006 12.96 aggregating to Rs. 5711.48 lakhs raised on short-
Sales Sales Tax term basis have been used during the year for financing
Tax Act Joint 2006-2007 56.76
Commissioner to long term investments by the Company.
of Commercial 2007-2008
Taxes-Appeals (xv) To the best of our knowledge and according to the
Jharkhand Jharkhand Tribunal 2005-2006 1.46
information and explanations given to us, no fraud by
Sales Tax Sales Tax the Company and no material fraud on the Company
Act Commissioner 2005-2006 7.25 has been noticed or reported during the year.
of Commercial
Taxes
Joint 2006-2007 78.33
Commissioner to
of Commercial 2007-2008
For DELOITTE HASKINS & SELLS
Taxes-Appeals Chartered Accountants
Central Excise Tribunal 2003-2004 30.83 (Registration No. 302009E)
Excise and Duty to
Service 2008-2009
Tax Act
Commissioner- 2008-2009 1.96 (Abhijit Bandyopadhyay)
Appeals
Jamshedpur (Partner)
25 th April, 2013 (Membership No. 054785)

33
TAYO ROLLS

Forty-Fifth annual report 2012-13

Balance Sheet as at 31st March, 2013

Rupees in lakhs
As at As at
Note 31.03.2013 31.03.2012
I EQUITY AND LIABILITIES
(1) Shareholder’s funds
(a) Share Capital 2 9,526.13 9,526.13
(b) Reserves and surplus 3 (4,971.40) (1,597.56)
4,554.73 7,928.57
(2) Non-current liabilities
(a) Long-term borrowings 4 5,838.62 6,795.69
(b) Long-term provisions 5 1,229.63 1,273.63
7,068.25 8,069.32
(3) Current liabilities
(a) Short-term borrowings 4 7,390.12 6,114.28
(b) Trade payables 6 (A) 7,110.47 5,787.21
(c) Other current liabilities 6 (B) 2,891.58 2,608.28
(d) Short-term provisions 5 948.09 706.69
18,340.26 15,216.46
TOTAL EQUITY AND LIABILITIES 29,963.24 31,214.35

II ASSETS
(4) Non-current assets
(a) Fixed assets
(i) Tangible assets 7 15,963.21 16,637.90
(ii) Intangible assets 7 584.80 705.61
(iii) Capital work-in-progress 1,774.66 2,173.82
18,322.67 19,517.33
(b) Non-current investments 8 0.14 12.14
(c) Long-term loans and advances 9 810.09 564.57
19,132.90 20,094.04
(5) Current assets
(a) Inventories 10 (A) 4,751.94 3,972.39
(b) Trade receivables 10 (B) 4,049.39 2,887.96
(c) Cash and Bank Balances 11 (A) 1,582.95 3,904.94
(d) Short-term loans and advances 9 430.95 332.02
(e) Other current assets 11 (B) 15.11 23.00
10,830.34 11,120.31
TOTAL ASSETS 29,963.24 31,214.35

As per our report of even date attached For and on behalf of the Board
For Deloitte Haskins & Sells
Chartered Accountants
Abhijit Bandyopadhyay Prashant Kumar Hridayeshwar Jha Anand Sen
Partner Company Secretary Managing Director Chairman
Jamshedpur, 25th April, 2013

34
 Statement of Profit and Loss for the year ended 31st March, 2013

For the year ended

31.03.2013 31.03.2012
Note Rupees in lakhs

I Revenue from operations 12(A) 17,808.95 13,962.32

II Other Income 12(B) 127.75 17.17
III Total Revenue (I + II) 17,936.70 13,979.49
IV EXPENSES
(a) Raw materials consumed 6,152.91 6,394.28
(b) Purchases of finished, semi-finished and other products 22.70 76.95
(c) Changes in inventories of finished goods,
work-in-progress and stock-in-trade (653.18) (429.90)
(d) Employee benefit expense 13(A) 3,308.64 3,004.20
(e) Finance costs 13(B) 1,830.85 2,125.98
(f) Depreciation and amortisation expense 1,915.64 1,810.94
(g) Other expenses 14 10,374.96 7,434.16
22,952.52 20,416.61
(h) Less: Expenditure (other than interest) transferred
to capital & other account 1,313.98 876.73
Total Expenses (IV) 21,638.54 19,539.88
V Profit/(loss) before exceptional and
extraordinary items and tax (III - IV) (3,701.84) (5,560.39)
VI Exceptional Items (Refer Note 15.12) 328.00 248.00
VII Profit/(loss) before tax (V + VI) (3,373.84) (5,312.39)
VIII Tax Expense
(1) Current tax — —
Total tax expense — —
IX Profit/(loss) after tax (VII - VIII) (3,373.84) (5,312.39)
X Earnings per equity share:
(1) Basic Rs. (32.88) Rs. (51.77)
(2) Diluted Rs. (32.88) Rs. (51.77)

As per our report of even date attached For and on behalf of the Board
For Deloitte Haskins & Sells
Chartered Accountants
Abhijit Bandyopadhyay Prashant Kumar Hridayeshwar Jha Anand Sen
Partner Company Secretary Managing Director Chairman
Jamshedpur, 25th April, 2013

35
TAYO ROLLS

Forty-Fifth annual report 2012-13

Cash Flow Statement for the year ended 31st March, 2013
For the year ended For the year ended
31.03.2013 31.03.2012
A. CASH FLOW FROM OPERATING ACTIVITIES Rupees in lakhs
Net Profit/ (Loss) before tax (3,373.84) (5,312.39)
Adjustment for
i) Depreciation 1,915.64 1,810.94
ii) Unrealised Loss/ (Gain) on Exchange Fluctuation 4.13 (31.49)
iii) (Profit)/Loss on sale of Obsolescence of assets (20.73) (0.21)
iv) Write Back of Liabilities (76.01) (3.94)
v) Amortisation of Employee Separation Compensation 3.79 6.54
vi) Provision for warranty 361.82 223.04
vii) (Profit)/Loss on sale of investments (328.00) (248.00)
viii) Dividend Income (2.11) —
ix) Provision relating to Employee Benefits 246.09 305.94
x) Interest Income (50.38) (16.96)
xi) Interest Expense 1,830.85 2,125.98
xii) Provision for Doubtful Debts (9.00) 20.64
xiii) Provision for Wealth Tax 0.11 3,876.20 0.17 4,192.65
Operating Profit / (Loss) before Working Capital changes 502.36 (1,119.74)
Adjustments for
i) Trade and Other receivables (1,257.43) 542.63
ii) Inventories (779.55) (197.23)
iii) Trade payable and other liabilities 690.75 909.91
(1,346.23) 1,255.31
Cash (used in)/Generated from Operation (843.87) 135.57
Direct taxes paid (88.08) (36.58)
Net cash (used in) /from Operating Activities (931.95) 98.99
B. CASH FLOW FROM INVESTING ACTIVITIES
i) Purchase of Fixed Assets including CWIP (1,134.74) (560.76)
ii) Sale of fixed assets 21.27 0.28
iii) Sale of Investments 340.00 268.00
iv) Dividend received 2.11 —
v) Interest received 58.27 7.05
vi) Bank balances not considered as Cash and cash equivalents 3.21 2.01
Net Cash (used in)/from Investing Activities (709.88) (283.42)
C. CASH FLOW FROM FINANCING ACTIVITIES
i) Proceeds from Preference Share — 8,452.47
ii) Proceeds/(Repayment) from Borrowings (Short Term) Net 2,025.84 (2,328.13)
iii) Proceeds from Borrowing (Long Term) — —
iv) Repayment of Borrowing (Long Term) (872.90) (446.01)
v) Interest Paid (1,826.67) (1,949.41)
vi) Dividend paid (3.21) (2.01)
Net Cash (used in)/from Financing Activities (676.94) 3,726.91
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (2,318.77) 3,542.48
OPENING CASH AND CASH EQUIVALENTS 3,890.07 347.59
CLOSING CASH AND CASH EQUIVALENTS 1,571.30 3,890.07
Note: 1. Figures in brackets represent outflows.
2. Previous year figures have been regrouped, where necessary.
As per our report of even date attached For and on behalf of the Board
For Deloitte Haskins & Sells
Chartered Accountants
Abhijit Bandyopadhyay Prashant Kumar Hridayeshwar Jha Anand Sen
Partner Company Secretary Managing Director Chairman
Jamshedpur, 25th April, 2013

36
Notes forming part of the Financial Statements
As at 31st March, 2013
Note 1 (a): General Corporate Information
Tayo Rolls Limited, formerly Tata-Yodogawa Limited was incorporated in 1968. The company was promoted by Tata
Steel Limited in collaboration with Yodogawa Steel Works, Japan and Nissho Iwai Corporation of Japan for production
of Cast Iron and Cast Steel Rolls for metallurgical industries. As a part of its backward integration, Tayo Rolls Limited
has set up a mini blast furnace of 40,000 tpa for the manufacture of Pig Iron. Other products include Forged Rolls,
Engineering Forgings and Ingots.
Tayo has a licence and know-how agreement with Sheffield Forgemasters International, UK, for the transfer of technology
to manufacture forging quality ingots, including round ingots, forged bars, engineering forgings and forged rolls.

Note 1 (b): Accounting Policies

A SIGNIFICANT ACCOUNTING POLICIES
1) Basis for Accounting
a) The financial statements of the Company have been prepared in accordance with the Generally Accepted
Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under the
Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies
Act, 1956. The financial statements have been prepared on accrual basis under the historical cost convention.
The accounting policies adopted in the preparation of the financial statements are consistent with those
followed in the previous year.
b) The Company has incurred net loss of Rs 3,373.84 lakhs and cash losses during the year ended 31st
March, 2013 and as of that date the accumulated losses of Rs.10, 463.91 lakhs has eroded more than fifty
percent of its net worth. Company’s current liabilities are more than its current assets by Rs 7,509.92
lakhs. These financial statements have been prepared on a going concern basis based on a comfort letter
received from one of its promoters for continued support to the Company with all necessary assistances
including financial and operational to continue with the operations of the Company.
2) Cash Flow Statement
Cash flows are reported using the indirect method, whereby profit/(loss) before extraordinary items and tax is
adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash
receipts or payments. The cash flows from operating, investing and financing activities of the Company are
segregated based on the available information.
3) Use of Estimates
The preparation of the financial statements in conformity with Indian GAAP requires the Management to make
estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent
liabilities) and the reported income and expenses during the year. The Management believes that the estimates
used in preparation of the financial statements are prudent and reasonable. Future results could differ due to
these estimates and the differences between the actual results and the estimates are recognized in the periods in
which the results are known / materialize.
4) Inventories
Finished and semi-finished products produced by the Company are carried at lower of cost and net realizable
value. Raw materials purchased by the Company are carried at lower of cost and net realizable value. Raw
material in transit is carried at cost by the Company.
Stores & Spare Parts are carried at cost. Necessary provision is made and charged to revenue in case of identified
obsolete and non-moving items.
Cost comprises purchase price, freight and handling, non refundable taxes and duties and other directly attributable
cost. Value of inventories are generally ascertained on the “weighted average” basis.
5) Depreciation
Fixed assets are depreciated on a straight line basis applying the rates specified in Schedule XIV to the Companies
Act, 1956 or based on estimated useful life whichever is higher. In respect of assets installed up to 31.3.1987,
depreciation is provided at the rates in force time to time on straight line method. Intangible assets are amortized
over a period of five years. Premium paid on leasehold land and land development expenses are amortized over
the period of lease.

37
TAYO ROLLS

Forty-Fifth annual report 2012-13

6) Revenue Recognition
i) Sale of Goods
Revenue from the sale of goods is recognized in the profit and loss account when the significant risks and
rewards of ownership have been transferred to the buyer. Revenue includes consideration received or
receivable, excise duty but net of discounts and other sales related taxes.
ii) Export Incentive under Duty Draw Back System
Export incentive under the Duty Draw Back System is recognized at the time of shipment.
iii) Dividend and Interest income
Dividend income is recognized when the company’s right to receive dividend is established. Interest income
is recognized on accrual basis based on interest rates implicit in the transactions.
7) Fixed Assets
All fixed assets are valued at cost less depreciation/amortization. The cost of an asset includes the purchase cost
of materials, including import duties and non refundable taxes, and any directly attributable costs of bringing an
asset to the location and condition of its intended use. Interest on borrowings used to finance the construction of
fixed assets are capitalized as part of the cost of the asset until such time that the asset is ready for its intended
use. Pre-operation expenses including trial run expenses (net of revenue) are capitalized.
In case of Blast Furnace relining and Arc Furnace (bottom) relining the expenditure is capitalized and depreciated
over the period to the planned relining date.
8) Foreign Exchange Transactions
Foreign Currency transactions and forward exchange contracts are recorded on initial recognition in the reporting
currency i.e. Indian rupees, using the exchange rates prevailing on the date of the transaction. Monetary assets
and liabilities in currencies other than the reporting currency and foreign exchange contracts remaining unsettled
are remeasured at the rates of exchange prevailing at the balance sheet date. Exchange difference arising on the
settlement of monetary items, and on the remeasurement of monetary items, are included in profit and loss for
the year. In case of forward exchange contracts, the difference between the contract rate and the spot rate on the
date of transaction is charged to the profit and loss account over the period of the contract.
9) Investment
Long term investments are carried at cost less provision for permanent diminution, if any in value of such
investments. Current investments are carried at lower of cost and fair value
10) Cash and Bank Balances:
Cash and Bank Balances comprises of cash on hand and balances in current accounts and deposit accounts with
banks having original maturity of less than three months.
11) Employees Benefits
i) Short Term benefits
Short term employee benefits are recognized as an expense at the undiscounted amount in the profit and
loss account of the year in which the related service is rendered.
ii) Post Employment benefit
Defined Contribution Plans
Defined contribution plans are those plans where the Company pays fixed contributions to a separate
entity. Contributions are paid in return for services rendered by the employees during the year. The
contributions are expensed as they are incurred in line with the treatment of wages and salaries.
Defined Benefit Plans
Defined benefit plans are arrangements that provide guaranteed benefits to employees, either by way of
contractual obligations or through a collective agreement. This guarantee of benefits represents a future
commitment of the Company and, as such, a liability is recognized. The present value of these defined
benefit obligations are ascertained by independent actuarial valuation as per the requirement of Accounting
Standards 15 - Employee Benefits. The liability recognized in the balance sheet is the present value of the
defined benefit obligations on the balance sheet date less the fair value of the plan assets (for funded plans),
together with adjustments for unrecognized past service costs. All actuarial gains and losses are recognized
in Profit and Loss Account in full in the year in which they occur.

38
12) Borrowing Costs
Borrowing costs that are attributable to the acquisition, construction of qualifying assets are capitalized as part of
the cost of such assets till such time the asset is ready for its intended use or sale. A qualifying asset is an asset that
necessarily takes a substantial period of time to get ready for its intended use. All other borrowing costs are
recognized as an expense in the profit and loss account in the period in which they are incurred.
13) Earnings Per Share
The Company reports basic and diluted earnings per share in accordance with Accounting Standard (AS) 20-
Earnings Per Share. Basic earnings per equity share have been computed by dividing net profit after tax attribut-
able to equity share holders by the weighted average numbers of equity shares outstanding during the year.
Diluted earnings during the year adjusted for the effects of all dilutive potential equity shares per share is com-
puted using the weighted average number of equity shares and dilutive potential equity shares outstanding during
the year.
14) Taxes on Income
Current Taxes
Provision for Current tax is determined on the basis of taxable income and tax credits computed in accordance
with the provisions of the Income Tax Act, 1961.
Deferred Taxes
Deferred tax assets and liabilities are recognized by computing the tax effect on timing differences which arise
during the year and reverse in the subsequent periods. Deferred tax assets are recognized only to the extent that
there is a reasonable certainty that sufficient future taxable income will be available against which such deferred
tax assets can be realized.
15) Research and Development
Research and Development costs (other than cost of fixed assets acquired) are charged as an expense in the year
in which they are incurred.
16) Impairment
Wherever events or changes in circumstances indicate that the carrying value of fixed assets may be impaired, the
company subjects such assets to a test of recoverability, based on higher of discounted cash flows expected from
use of such assets and net selling price (less cost of disposal) of such assets. If the assets are impaired, the
company recognizes an impairment loss as the difference between the carrying value and value in use.
17) Provision, Contingent Liabilities and Contingent Assets
i) Provision
A provision is recognized in the financial statements where there exists a present obligation as a result of a
past event, the amount of which is reliably estimable, and it is probable that an outflow of resources would
be necessitated in order to settle the obligation.
ii) Contingent Liabilities and Assets
Contingent liability is a possible obligation that arises from past events and the existence of which will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly
within the control of the enterprise, or is a present obligation that arises from past events but is not
recognised because either it is not probable that an outflow of resources embodying economic benefits will
be required to settle the obligation, or a reliable estimate of the amount of the obligation cannot be made.
Contingent Assets are neither recognised nor disclosed.
18) Segment Reporting:
The Company identifies primary segments based on the dominant source, nature of risks and returns, internal
organisation, management structure and the internal performance reporting systems. The accounting policies adopted
for the segment reporting are in line with the accounting policies of the Company. Segment revenue, segment
expenses, segment assets and segment liabilities have been identified to segments on the basis of the their relation-
ship to the operating activities of the segment. Assets and liabilities which relate to the Company as a whole and are
not allocable to segments on reasonable basis have been included under “unallocable asset/liabilities”.

39
TAYO ROLLS

Forty-Fifth annual report 2012-13

Notes forming part of the Financial Statements

As at 31st March, 2013

Note 2(A) : Share Capital Rupees in lakhs

As at As at
(1) Authorized* : 31.03.2013 31.03.2012
- 15,000,000 Ordinary Shares of Rs. 10 each 1,500.00 1,500.00
(2) 8.50%, 8,500,000 Non-Cumulative Redeemable 8,500.00 8,500.00
Preference Shares of Rs. 100 each
Total 10,000.00 10,000.00

(3) Issued & Subscribed and fully-paid up:

(a) 10,260,935 Ordinary Shares of Rs. 10 each 1,026.09 1,026.09
10,260,935 Equity Shares of Rs.10 each fully paid up (As at
31.03.2012: 10,260,935 Shares) of the above 55,87,372 (as
at 31.03.2012: 55,87,372 ) shares of Rs. 10 each are held by
Tata Steel Ltd., the holding company
(b) 8.50%, 8,500,000 Non-Cumulative Redeemable 8,500.00 8,500.00
Preference Shares of Rs. 100 each**
65,00,000 8.50% Non-Cumulative Redeemable Preference
Shares of Rs. 100 each are held by Tata Steel Ltd., the holding
company (as at 31.03.2012: 65,000,000) and 20,00,000
8.50% Non Cumulative Redeemable Preference Shares of
Rs. 100 each are held by Yodogawa Steel Works Ltd, Japan
(as at 31.03.2012: 20,00,000)
(c) Forfeited Shares-amount originally paid up 0.04 0.04
Total Share Capital 9,526.13 9,526.13

Shareholder holding more than 5% of Ordinary shares % of Share Number of

Shares held
i Tata Steel Ltd 54.45% 55,87,372
ii Yodogawa Steel Works Ltd 14.98% 15,36,704

Shareholder holding more than 5% of Preference shares % of Share Number of

Shares held
i Tata Steel Ltd 76.47% 6,500,000
ii Yodogawa Steel Works Ltd 23.53% 2,000,000

*During the previous year, pursuant to Section 16(1) and Section 94(2) of the Companies Act, 1956, the Company has increased its
authorized share capital from Rs 15,00,00,000 divided into 1,50,00,000 Equity Shares of Rs 10/- each to Rs 100,00,00,000
divided into 1,50,00,000 Equity Shares of Rs 10/- each and 8.50% Non-Cumulative 85,00,000 Preference Shares of Rs 100/-
each. The Shareholders approval of such increase was obtained by way of an ordinary resolution in the Extraordinary General
Meeting of the Company held on 9th March, 2012.
**During the previous year, 65,00,000 Preference Shares were allotted to Tata Steel Limited, India and 20,00,000 Preference
Shares were allotted to Yodogawa Steel Works Limited, Japan, Promoters of the Company, under the provisions of Section 81(1A),
85 and 86 of the Companies Act, 1956. Shareholders approval of such allotment was obtained by way of a special resolution in the
Extraordinary General Meeting of the Company held on 9th March, 2012.

40
Notes forming part of the Financial Statements
As at 31st March, 2013

Note 2(B) : Share Capital

1) Reconciliation of number of shares
I) Equity share capital with face
value of Rs. 10 each As at 31st March, 2012 Addtion Deletion As at 31st March, 2013
No. of shares Rs. Lakhs — — No. of shares Rs. Lakhs
a) Authorized share capital 15,000,000 1,500.00 — — 15,000,000 1,500.00
b) Issued share capital 10,260,935 1,026.13 — — 10,260,935 1,026.13
c) Subscribed and fully paid-up 10,260,935 1,026.13 — — 10,260,935 1,026.13
d) Subscribed and not fully paid-up — — — — — —

II) Preference share capital with face

value of Rs. 100 each As at 31st March, 2012 Addtion Deletion As at 31st March, 2013
No. of shares Rs. Lakhs — — No. of shares Rs. Lakhs
a) Authorized share capital 8,500,000 8,500.00 — — 8,500,000 8,500.00
b) Issued share capital 8,500,000 8,500.00 — — 8,500,000 8,500.00
c) Subscribed and fully paid-up 8,500,000 8,500.00 — — 8,500,000 8,500.00
d) Subscribed and not fully paid-up — — — — — —

2) Share Capital :
Rights, preferences and restrictions attached to shares
Equity Shares
The Company has one class of equity shares having a par value of Rs 10 per share. Each shareholder is eligible for one vote
per share held. The dividend proposed by the board of Directors is subject to the approval of the shareholders in the
ensuring Annual General Meeting except in case of interim dividend. In the event of liquidation, the equity shareholders are
eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in the proportion to
their shareholding.
Preference Shares :
8.50%, 8,500,000 Non Cumulative Redeemable Preference Shares of Rs. 100 each. The shareholders are entitled to a
fixed rate of dividend @ 8.50% p.a. The issuer shall redeem the preference share together with all arrears of dividend, if
any, in three equal installments at the beginning of eighth year, ninth year and tenth year from the deemed date of allot-
ment.
Preference Shares issued are redeemable on the following dates:
Amounts Rs. Lakhs Redeemable as on
2833.33 1st April, 2020
2833.33 1st April, 2021
2833.34 1st April, 2022
8500.00

41
TAYO ROLLS

Forty-Fifth annual report 2012-13

Notes forming part of the Financial Statements

As at 31st March, 2013

Note 3 : Reserves & Surplus Rupees in lakhs

As at As at
(1) Securities Premium Reserve 31.03.2013 31.03.2012
Balance as per last account 5,492.51 5,540.04
Less: Expenses on issue of Preference Share — 47.53
5,492.51 5,492.51
(2) Surplus / (Deficit)
Balance as per the last account (7,090.07) (1,777.68)
Debit Balance in Profit & Loss Account (3,373.84) (5,312.39)
(10,463.91) (7,090.07)
Total Reserves and Surplus (4,971.40) (1,597.56)

Note 4 : Borrowings Rupees in lakhs

As at 31st March, 2013 As at 31st March, 2012
Long Short Total Long Short Total
Term Term Term Term
A) Secured Borrowings
(a) Term Loans
IDBI Bank Ltd 5,175.60 — 5,175.60 6,604.99 — 6,604.99
(Refer notes 1)
(b) Working Capital Demand Loan
Bank of India 562.50 — 562.50 — — —
(Refer notes 2)
(c) Repayable on Demand
Cash Credit from Banks
Bank of India — 2,827.61 2,827.61 — 3,587.97 3,587.97
IDBI Bank Ltd — 2,448.70 2,448.70 — 2,338.82 2,338.82
(Refer notes 2)
Total Secured Borrowings 5,738.10 5,276.31 11,014.41 6,604.99 5,926.79 12,531.78
(B) Unsecured Borrowings
Repayable on Demand
Tata Capital Financial Services Ltd — 1,000.00 1,000.00 — — —
Strassenburg Pharmaceuticals Ltd — 350.00 350.00 — — —
Cargo Consultancy Services (India) Pvt Ltd — 200.00 200.00 — — —
Parekh Marine Agencies Pvt Ltd — 100.00 100.00 — — —
— 1,650.00 1,650.00 — — —
Public Deposits 100.52 — 100.52 190.70 — 190.70
Buyer’s credit : IDBI Bank Ltd — 463.81 463.81 — 187.49 187.49
Total Unsecured Borrowings 100.52 2,113.81 2,214.33 190.70 187.49 378.19
Total Borrowings 5,838.62 7,390.12 13,228.74 6,795.69 6,114.28 12,909.97
C) Terms of Repayment Number of Installment Repayment
Outstanding Amount Terms
Installments (Rs in Lakhs)
IDBI Bank Ltd 13.00 398.13 Quarterly
Working Capital Demand Loan - Bank of India 6.00 93.75 Quarterly
Public Deposits NA NA Repayment on Maturity
Notes: Nature of Security
1 Term loans from IDBI Bank Ltd. are secured by first charge on the fixed assets of the Company.
2 Cash credit account & working capital demand loan with Bank of India and Cash credit account with IDBI Bank Ltd. are secured by
hypothecation of all tangible movable assets of the Company including finished and semi-finished stocks, raw materials, stores and
book debts ranking paripassu. In addition they are secured by way of second charge on the immovable properties of the Company
ranking paripassu.

42
Notes forming part of the Financial Statements
As at 31st March, 2013

Note 5 : Provisions Rupees in lakhs

As at 31st March, 2013 As at 31st March, 2012
Long Short Total Long Short Total
Term Term Term Term
Provision for employee benefits
(a) Post-employment Defined Benefits
(i) Retiring Gratuity 99.77 207.28 307.05 158.30 127.20 285.50
(ii) Pension Obligations 167.27 23.46 190.73 133.08 19.78 152.86
(iii) Post retirement medical benefits 475.04 17.07 492.11 470.39 14.01 484.40
(iv) Post retirement medical benefits to
Ex-Directors 12.55 1.13 13.68 8.81 0.81 9.62
(b) Other Post-employment Benefits
(i) Leave benefit scheme 418.50 34.94 453.44 422.55 32.73 455.28
1,173.13 283.88 1,457.01 1,193.13 194.53 1,387.66
Provision for employee separation compensation 56.50 31.35 87.85 80.50 38.60 119.10
Provision for current tax — 118.53 118.53 — 118.53 118.53
[Net of advance of Rs. 500.38 lakhs
(31.03.2012 : Rs. 500.38 lakhs)]
Provision for fringe benefit tax — 4.55 4.55 — 4.55 4.55
[Net of advance of Rs. 76.35 lakhs
(31.03.2012 : Rs. 76.35 lakhs)]
Provision for contingencies & others
Warranty — 509.78 509.78 — 350.48 350.48
56.50 664.21 720.71 80.50 512.16 592.66
Total Provisions 1,229.63 948.09 2,177.72 1,273.63 706.69 1,980.32

Note 6 Rupees in lakhs

As at As at
31.03.2013 31.03.2012
Note 6(A) : Trade Payables
(a) Creditors for supplies / services 5,917.78 4,559.56
(b) Creditors for Capital Goods 472.99 732.58
(c) Creditors for accrued wages and salaries 719.70 495.07
7,110.47 5,787.21
Note 6(B) : Other current liabilities
(a) Current maturities of long-term debt 1,798.44 964.27
(b) Advances received from customers 1,026.41 1,374.09
(c) Interest accrued but not due on borrowings 14.38 10.20
(d) Other liabilities 38.55 244.36
(e) Liability towards Investors Education and Protection Fund
under Section 205C of the Companies Act, 1956 not due
i) Unpaid dividends 0.17 0.17
ii) Unclaimed dividend 11.49 14.70
iii) Unpaid matured fixed deposits 2.14 0.49
2,891.58 2,608.28
Total Other current liabilities 10,002.05 8,395.49

43
44
Notes forming part of the Financial Statements
As at 31st March, 2013
Note 7 : Fixed assets Rupees in lakhs

As at 31.03.2013 Leasehold Buildings Owned Furniture Office Vehicles Total Computer Technical Total Total
TAYO ROLLS

Land Plant and and Equip- Tangible Software knowhow Intangible Assets
Note (a) Machinery fixtures ments Assets fee Assets
Cost at beginning of the year 5.25 464.86 25,799.65 78.43 39.22 83.32 26,470.73 83.87 1,385.11 1,468.98 27,939.71
Additions — — 1,032.31 0.34 — 1.32 1,033.97 — 86.71 86.71 1,120.68
Disposals/Adjustments — — 4.50 — 0.59 6.84 11.93 — — — 11.93
Cost at end of the year 5.25 464.86 26,827.46 78.77 38.63 77.80 27,492.77 83.87 1,471.82 1,555.69 29,048.46
Forty-Fifth annual report 2012-13

Depreciation at beginning of the year 0.20 165.15 9,562.87 52.41 15.91 36.29 9,832.83 56.55 706.82 763.37 10,596.20
Charge for the year 0.06 7.47 1,688.14 3.33 2.15 6.97 1,708.12 12.61 194.91 207.52 1,915.64
Disposals — — 4.50 — 0.59 6.30 11.39 — — — 11.39
Depreciation at end of the year 0.26 172.62 11,246.51 55.74 17.47 36.96 11,529.56 69.16 901.73 970.89 12,500.45
Net book value at beginning of the year 5.05 299.71 16,236.78 26.02 23.31 47.03 16,637.90 27.32 678.29 705.61 17,343.51
Net book value at end of the year 4.99 292.24 15,580.95 23.03 21.16 40.84 15,963.21 14.71 570.09 584.80 16,548.01

As at 31.03.2012 Leasehold Buildings Owned Furniture Office Vehicles Total Computer Technical Total Total
Land Plant and and Equip- Tangible Software knowhow Intangible Assets
Machinery fixtures ments Assets fee Assets
Cost at beginning of the year 5.25 464.86 25,816.48 78.34 34.76 76.30 26,475.99 83.87 1,444.33 1,528.20 28,004.19
Additions — — 11.71 0.33 4.46 7.02 23.52 — — — 23.52
Disposals/Adjustments — — 28.54 0.24 — — 28.78 — 59.22 59.22 88.00
Cost at end of the year 5.25 464.86 25,799.65 78.43 39.22 83.32 26,470.73 83.87 1,385.11 1,468.98 27,939.71
Depreciation at beginning of the year 0.14 157.69 7,958.70 49.73 13.70 29.70 8,209.66 42.48 533.52 576.00 8,785.66
Charge for the year 0.06 7.46 1,604.24 2.95 2.21 6.59 1,623.51 14.07 173.36 187.43 1,810.94
Disposals — — 0.07 0.27 — — 0.34 — 0.06 0.06 0.40
Depreciation at end of the year 0.20 165.15 9,562.87 52.41 15.91 36.29 9,832.83 56.55 706.82 763.37 10,596.20
Net book value at beginning of the year 5.11 307.17 17,857.78 28.61 21.06 46.60 18,266.33 41.39 910.81 952.20 19,218.53
Net book value at end of the year 5.05 299.71 16,236.78 26.02 23.31 47.03 16,637.90 27.32 678.29 705.61 17,343.51

Note:
(a). Leasehold land includes Rs 1,75,000 (as at 31.3.2012: Rs 1,75,000) for which documents are yet to be executed. The Company has applied to the Bihar Government for
exemption of its lands (other than leasehold land referred to hereinbefore for which documents are pending execution) from the Urban Land (Ceiling and Regulation) Act, 1976. The
decision of the Government is still awaited.
Notes forming part of the Financial Statements
As at 31st March, 2013

Note 8 : Investments Rupees in lakhs

As at 31.03.2013 As at 31.03.2012
No. of shares/ Non- Current Total Non- Current Total
units fully current current
Trade Investment paid up
Shares and Debentures in Associates
Quoted
Tata Construction & Projects Ltd.
(Equity Shares of Rs 10 each)
(net of provision of Rs 3.88 lakhs) 32326 — — — — — —
The Indian Steel Rolling Mills Ltd.
(Equity Shares of Rs 10 each)
(net of provision of Rs 6.64 lakhs) 88065 — — — — — —
Tata Construction & Projects Ltd.
(10% Secured Non—Convertible
Debentures of Rs 100 each)
(net of provision of Rs 3.00 lakhs) 3000 — — — — — —

Unquoted
Adityapur Toll Bridge Co. Ltd.
(Equity Shares of Rs 10 each)
(net of provision of Rs 0.50 lakhs) 5000 — — — — — —
Nicco Jubilee Park Limited
( Equity shares of Rs.10 each)
(net of provision of Rs 3.00 lakhs) 30000 — — — — — —

Shares and Debentures in Others

Quoted
HDFC Bank Ltd.
(Equity Shares of Rs 2 each) 2500 0.05 — 0.05 0.05 — 0.05
Unquoted
Tata International Ltd.
(Equity Shares of Rs 1000 each) 2000 — — — 12.00 — 12.00
Government Securities—Lodged
as security deposit with parties 0.09 — 0.09 0.09 — 0.09

Total Investments in Shares and Debentures 0.14 — 0.14 12.14 — 12.14

Investments by type:
Investments in Equity Instruments 0.05 — 0.05 12.05 — 12.05
Investments in Government or Trust Securities 0.09 — 0.09 0.09 — 0.09
Investments in Debentures and Bonds — — — — — —

Total Investments 0.14 — 0.14 12.14 — 12.14

Additional Details:
Carrying value of Quoted Investments 0.05 — 0.05 0.05 — 0.05
Market Value of Quoted Investments 15.60 — 15.60 13.00 — 13.00
Carrying value of Unquoted Investments 0.09 — 0.09 12.09 — 12.09

45
TAYO ROLLS

Forty-Fifth annual report 2012-13

Notes forming part of the Financial Statements

As at 31st March, 2013

Note 9 : Loans and Advances Rupees in lakhs

As at 31.03.2013 As at 31.03.2012
Long Short Total Long Short Total
Term Term Term Term
Loans and advances
(a) Capital advances 181.34 — 181.34 27.71 — 27.71
(b) Security deposits 100.55 — 100.55 96.74 — 96.74
(c) Advance with public bodies 186.04 — 186.04 186.04 — 186.04
(d) Other loans and advances
(i) Advances and prepayments — 430.95 430.95 — 332.02 332.02
(e) Current tax assets (net)
(i) Advance payment against taxes 341.99 — 341.99 253.91 — 253.91
[Net of Provision of Rs.703.89 lakhs
(31.03.2012 :Rs. 703.89 lakhs)]
(ii) Advance payment against fringe benefit taxes 0.17 — 0.17 0.17 — 0.17
[Net of Provision of Rs. 33.15 lakhs
(31.03.2012 :Rs. 33.15 lakhs)]
Gross Loans and advances 810.09 430.95 1,241.04 564.57 332.02 896.59
Classification of loans and advances
Secured, considered good — — — — — —
Unsecured, considered good 810.09 430.95 1,241.04 564.57 332.02 896.59
Doubtful — — — — — —
Gross Loans and advances 810.09 430.95 1,241.04 564.57 332.02 896.59

Note 10(A) : Inventories Rupees in lakhs

As at As at
31.03.2013 31.03.2012
(a) Raw materials (at lower of cost and realizable value) 419.27 422.72
(b) Semi-finished goods (at lower of cost and realizable value) 2,363.89 1,545.36
(c) Finished goods (at lower of cost and realizable value) 372.16 537.51
(d) * Stores and spares (at cost less write off for obsolescence) 1,596.62 1,466.80
Total Inventories 4,751.94 3,972.39

*Stores and spare parts includes the unamortized value of purchased moulds issued to production, Rs 1,019.39 lakhs (as at
31.03.2012: Rs 875.99 lakhs)

Note 10(B) : Trade Receivables Rupees in lakhs

As at As at
(a) Trade Receivables 31.03.2013 31.03.2012
(i) More than six months (from the date they became due for payment) 875.82 618.87
(ii) Others 3,249.01 2,380.57
Gross Trade Receivables 4,124.83 2,999.44
Less: Provision for bad and doubtful debts 75.44 111.48
Net Trade Receivables 4,049.39 2,887.96
Classification of Trade Receivables
Unsecured, considered good 4,049.39 2,887.96
Doubtful 75.44 111.48
Gross Trade Receivables 4,124.83 2,999.44

46
Notes forming part of the Financial Statements
As at 31st March, 2013

Note 11(A) : Cash and Bank Balances Rupees in lakhs

As at As at
31.03.2013 31.03.2012
(a) Cash and cash equivalents
(i) Cash in hand 0.36 0.21
(ii) Cheques, drafts on hand 15.07 —
(iii) Balances with banks
(a) In Current Account 1,555.87 3,889.86
(b) In unpaid dividend accounts 11.65 14.87
Total cash and cash equivalents 1,582.95 3,904.94
Included above
i) Balance that meet the definition of Cash and Cash 1,571.30 3,890.07
Equivalents as per Accounting Standard (AS) -3 Cash
Flow Statements

Note 11(B): Other Current Assets Rupees in lakhs

As at As at
31.03.2013 31.03.2012
Other current assets
(1) Interest accrued on deposits, loans and advances 15.11 23.00
Total other current assets 15.11 23.00

Note 12(A) - Revenue from operations Rupees in lakhs

Year Year
ended ended
31.03.2013 31.03.2012
(1) Sale of products 16,161.76 13,876.40
(2) Sale of services 2,337.02 834.89
Gross Revenue from Operations 18,498.78 14,711.29
(3) Less: Excise duty recovered on sales 1,728.26 1,253.31
16,770.52 13,457.98
(4) Other operating income /Export Benefits (DEPB Licenses) 26.49 35.18
(5) Other Income
(i) Sale of miscellaneous goods 748.94 355.70
(ii) Sundry income 186.99 109.52
(iii) Write back of liabilities no longer required 76.01 3.94
1,038.43 504.34
Total Revenue from Operations 17,808.95 13,962.32

47
TAYO ROLLS

Forty-Fifth annual report 2012-13

Notes forming part of the Financial Statements

As at 31st March, 2013

Note 12(B) - Other Income Rupees in lakhs

Year Year
ended ended
31.03.2013 31.03.2012
(1) Dividend Income
i) From non-current investments 2.11 —
(2) Interest received on sundry advances, deposits, customers’ balances etc. 50.38 16.96
(3) Profit on sale of capital assets (net of loss on assets sold/scrapped/written off)
(i) P/(L) on Sale of Tangible assets 20.73 0.21
(4) Net (loss) / gain on foreign currency transactions
(other than finance cost) 54.53 —
Total Other Income 127.75 17.17

Note 13(A) - Employee Benefit Expense Rupees in lakhs

Year Year
ended ended
31.03.2013 31.03.2012
(1) Salaries and wages, including bonus
(i) Salaries and wages including bonus 2,149.89 1,992.21
(ii) Employee separation compensation 3.79 6.54
2,153.68 1,998.75
(2) Contribution to provident and other funds 421.71 373.15
(3) Staff welfare expenses 733.25 632.30
1,154.96 1,005.45
Total Employee Benefit Expense 3,308.64 3,004.20

Note 13(B) - Finance costs Rupees in lakhs

Year Year
ended ended
31.03.2013 31.03.2012
(a) Interest expense
(i) Fixed Loans 947.90 1,022.31

(ii) Interest on Others 882.95 1,103.67

Total finance costs 1,830.85 2,125.98

48
Notes forming part of the Financial Statements
As at 31st March, 2013

Note 14 - Other Expenses Rupees in lakhs

For the year For the year

ended ended
31.03.2013 31.03.2012
(1) Consumption of Store and Spare parts 2,050.06 1,421.23
(2) Repairs to buildings 0.99 —
(3) Repairs to machinery 334.56 256.86
(4) Fuel oil consumed 2,468.37 1,502.59
(5) Power 2,201.24 1,661.82
(6) Conversion charges 1,280.70 875.83
(7) Freight and handling charges 262.83 238.68
(8) Rent 32.82 27.64
(9) Royalty 141.02 26.66
(10) Rates and taxes 44.82 26.64
(11) Insurance charges 3.05 1.15
(12) Provision for wealth tax 0.11 0.17
(13) Provision for doubtful debts and advances (9.00) 20.64

(14) Excise duties 32.16 49.95

(15) Other expenses
(a) Product warranty charges 361.82 223.04
(b) Net loss / (gain) on foreign currency transactions (other than finance cost) — 49.99
(c) Auditors remuneration and out-of-pocket expenses
(i) As Auditors 9.50 9.50
(ii) For company law matters — —
(iii) For other services 1.60 1.60
(iv) for reimbursement of expenses — —
(d) Legal and other professional costs 30.91 11.45
(e) Advertisement, Promotion & Selling Expenses 0.44 3.24
(f) Travelling Expenses 150.32 128.19
(g) Consultation Fees 52.91 180.38
(h) Other General Expenses 923.73 716.91
1,531.23 1,324.30
Total Other Expenses 10,374.96 7,434.16

49
TAYO ROLLS

Forty-Fifth annual report 2012-13

Notes forming part of the Financial Statements

As at 31st March, 2013

15.1 Contingent liabilities and commitments Rupees in lakhs

15.1 (a) Claims against the Company not acknowledged as debt As at As at
i) Income Tax Appeals: 31.03.2013 31.03.2012
a) by the Company 251.38 256.41
b) by the Department 79.51 89.25
ii) Sales Tax 336.46 197.48
iii) Excise 297.81 32.79

15.1 (b) Guarantees

i) Under Export Promotion Capital Goods Scheme for concessional
duty on import of machinery furnished to the Customs authorities 177.00 177.00
ii) On other account 1,124.23 1,105.81
iii) Bills discounted with Bankers 298.29 168.93

15.1 (c) Other money for which the company is contingently liable
15.1 (d) Others Matters 48.02 48.02

15.2 Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 828.24 lakhs (as at
31.3.2012: Rs.1183.61 lakhs) against which advances paid Rs. 181.34 Lakhs (as at 31.3.2012 : Rs. 27.71 lakhs).

15.3 Sundry Creditors includes dues in respect of Micro, Small and Medium Enterprises Development Act 2006
under Section 22
Rs lakhs
As at As at
31.03.2013 31.03.2012
a) Principal Amount 39.19 20.94
b) Interest due and Payable 2.93 1.56
Interest is reckoned as due from the date of receipt of bill by the Company from the Vendor who has sent intimation of
registration under the Act.

15.4 The period end foreign currency exposures that have not been hedged by a derivative instrument or other-
wise are given below:
Amount in Foreign Currency In lakhs
Euro GBP USD SEK Amount
in INR
Amount receivable from Export of goods 2.96 1.66 9.25 — 836.36
(2.49) (1.55) (6.24) — (608.37)
Amount payable for:
Import of goods 0.83 — 11.79 — 703.16
(0.07) — (0.12) — (11.15)
Royalty — — 2.79 — 152.86
— — (0.52) — (27.08)
Consultancy Charges — — — — —
— — — — —
Technical Know—how — — — — —
— — (3.00) — (155.70)
Figures in brackets are for the previous year.
The above disclosures have been made consequent to the announcement by The Institute of Chartered Accountants of
India on 2nd December, 2005, which is applicable to the financial periods ending on or after 31st March, 2006.

50
Notes forming part of the Financial Statements
As at 31st March, 2013

15.5 TURNOVER, CLOSING AND OPENING STOCKS OF GOODS PRODUCED

Class of Products Turnover @ Closing Stocks Opening Stocks
a) Rolls Tonnes Rupees Tonnes Rupees Tonnes Rupees
Lakhs Lakhs Lakhs
(i) Steel, Steel Base * *
and Cast Iron Rolls 7,571 11,085.12 133 157.00 166 219.80
(6,890) (9,981.98) (166) (219.80) (119) (140.00)
(ii) Forged Rolls 556 1,480.18 — — 9 21.30
(312) (921.55) (9) (21.30) (9) (24.24)
(iii) Roll Castings (for sale) 662 687.32 — — — —
(Note III, item 1 above) (533) (426.57) (—) (—) (—) (—)
b) Pig Iron
(i) Pig Iron — — — — — —
(3,998) (1,177.08) (—) (—) (49) (2.80)
(ii) Others — Pig Iron Skull etc. — 470.38 — 158.00 — 150.34
— (753.80) (—) (150.34) — (30.94)
c) Ingots 1,371 652.02 55 25.00 179 75.81
(1,280) (500.03) (179) (75.81) (294) (97.14)
d) Engineering Forgings 1,259 1,786.74 — — 11 20.32
(66) (115.39) (11) (20.32) (13) (11.67)
e) Conversion Income — 2,337.02 — — — —
— (834.89) — — — —
TOTAL 18,498.78 340.00** 487.57
(14,711.29) (487.57) (306.79)
Notes :
(i) @ includes excise duty recovered from customers
(ii) * after adjustment for stocks value written down and transferred to Semi-finished Stock
(iii) ** Value of closing stocks excludes the amount of Excise Duty loaded on stocks
(iv) Figures in brackets are in respect of the previous year.

15.6 CONSUMPTION OF RAW MATERIALS 2012-13 2011-12

Quantity Rs. lakhs Quantity Rs. lakhs
Tonnes Tonnes
a) Scrap (net of own generated scrap) 6,257 1,721.96 6,709 1,735.96
b) Ferro Moly 47 500.24 36 393.25
c) Other Ferro Alloys 740 621.81 505 559.25
d) Nickel 114 1,204.66 98 1,003.75
e) Fluxes 873 184.05 1,013 156.90
f) Coke — — 12,613 1,846.74
g) Others — 1,687.94 — 384.85
5,920.66 6,080.70
Notes: Consumption figure shown above are after adjusting excess and shortage ascertained on physical count.

51
TAYO ROLLS

Forty-Fifth annual report 2012-13

Notes forming part of the Financial Statements

As at 31st March, 2013
Rupees in lakhs

15.7 C.I.F. VALUE OF IMPORTS : 2012-13 2011-12

Components, stores & spare parts 273.73 76.44
Raw Material 706.59 2.00
15.8 EXPENDITURE IN FOREIGN CURRENCY:
a) Technical Know How Fees 33.02 31.07
b) Consultancy Charges 17.29 —
c) Foreign Travel 18.84 20.50
d) Interest 29.50 3.85
e) Royalty 141.02 26.66
f) Others 3.73 1.26
15.9 CONSUMPTION OF IMPORTED AND INDIGENOUS MATERIALS
Value of consumption of imported and indigenously obtained raw materials, components, stores and spare parts and the
percentage of each to the total consumption:
2012-13 2011-12
% Rs. lakhs % Rs. lakhs
a) Raw Materials:
Imported 12.65 749.00 0.03 2.00
Indigenous 87.35 5,171.66 99.97 6,078.70
b) Components, stores and spare parts:
Imported 9.47 194.24 13.27 188.64
Indigenous 90.53 1,855.82 86.73 1,232.59
Note: Stores and spare parts consumption includes amortization of moulds Rs. 122.43 lakhs (2011-12 : Rs. 80.03 lakhs)
2012-13 2011-12
Quantity Rs. lakhs Quantity Rs. lakhs
Tonnes Tonnes
15.10 PURCHASES OF SEMI-FINISHED PRODUCTS
Semi finished Cast Rolls 27 22.70 81.00 76.95
15.11 EARNINGS IN FOREIGN EXCHANGE: Rs Lakhs
2012-13 2011-12
FOB value of Exports
(including value of exports through export house/agents) 2,038.19 1,041.78
15.12 Exceptional items:
Denotes sale of shares held under long term investments of Tata International Limited. 2,000 Equity shares of Rs
1000 each sold @ Rs 17,000 each. (2011-12 : Denotes sale of shares held under long term investments of Jamipol
Limited. 200,000 Equity shares of Rs 10 each sold @ Rs 134 each.)
15.13 The Wage Agreement dated 08.04.2009 between the Company and the Tayo Workers Union expired on 31.12.2011
and fresh agreements are under negotiation. Pending finalisation of these negotiations, provisions on an estimated
basis has been made and included in Salaries and Wages, under the head “Employees Benefit Expense” Item 1 (i) of
Note 13 (A). No separate allocation has been made towards the Company’s contribution to provident and other funds
included therein. Any adjustments necessary, consequent on final determination of the liability pertaining to the
period ended 31st March, 2013 will be made in the year in which negotiations are concluded.
15.14 End use of funds raised from the issue of 8.50%, Non-Cumulative Redeemable Preference Shares
Rs Lakhs
2012-13 2011-12
Balance as on 01.04.2012 3,768.93 —
Fund raised during the year — 8,500.00
Utilisation of Fund
a) Capital expenditure 1,134.74 87.12
b) Working capital 1,408.40 4,643.95
c) Unutilised monies as at 31st March 1,225.79 3,768.93

52
Notes forming part of the Financial Statements
As at 31st March, 2013

Note 16 - Disclosure relating to Accounting Standard AS 15

1. The company has recognized, in the profit and loss account for the current year,
the following expenses under the defined contribution plans.
Benefit (Contribution to) 2012-13 2011-12
(Rs Lakhs)
Provident Fund 198.77 150.83
Superannuation Fund 97.44 84.26
TAYO Employees Pension Scheme 18.95 17.57
Total 315.16 252.66
2. The company operates post retirement defined benefit plans as follows:
a. Funded
i) Post Retirement Gratuity
b. Unfunded:
i) Post Retirement Medical benefits
ii) Pensions to Directors

2(a)(i) Details of the Post Retirement Gratuity plan are as follows:

Description 2012-13 2011-12
(Rs Lakhs)
1. Reconciliation of opening and closing balances of obligation
a. Obligation as at the beginning of the year 965.94 973.09
b. Current Service Cost 48.62 46.75
c. Interest Cost 76.70 72.72
d. Obligation of new companies — —
e. Acquisitions 65.59 —
f. Actuarial (gain)/loss 67.86 56.75
g. Exchange rate variation — —
h. Benefits paid (148.11) (183.37)
i. Obligation as at the end of the year 1,076.60 965.94
The defined benefit obligation as at the end of the year is wholly funded by Company
2. Change in Plan Assets (Reconciliation of opening & closing balances)
a. Fair Value of plan assets as at beginning of the year 680.44 744.87
b. Acquisition Adjustment 65.59 —
c. Expected return on plan assets 56.24 56.48
d. Actuarial gain/(loss) 30.39 (0.77)
e. Contributions 85.00 63.23
f. Benefits paid (148.11) (183.37)
g. Fair Value of plan assets as at the end of the year 769.55 680.44
3. Reconciliation of fair value of assets and obligations
a. Fair value of plan assets as at the end of the year 769.55 680.44
b. Present value of obligation as at the end of the year 1,076.60 965.94
c. Amount recognized in the balance sheet (307.05) (285.50)

53
TAYO ROLLS

Forty-Fifth annual report 2012-13

Notes forming part of the Financial Statements

As at 31st March, 2013

Note 16 - Disclosure relating to Accounting Standard AS 15 (Contd.) Rupees in lakhs

4. Expense recognized in the period 2012-13 2011-12
(Rs Lakhs)
a. Current service cost 48.62 46.75
b. Interest cost 76.70 72.72
c. Expected return on plan assets (56.24) (56.48)
d. Actuarial (gain)/loss 37.47 57.52
e. Exchange rate variation — —
f. Expense recognized during the year 106.55 120.51
The expense is disclosed in the line item – Company’s contribution to Gratuity Fund
5. Investment Details % Invested % Invested
a. GOI Securities 8.29 0.36
b. Public Sector unit Bonds 39.08 43.49
c. State / Central Government Guaranteed Securities 2.67 2.95
d. Special Deposit Schemes 47.74 52.83
e. Others (including bank balances) 2.22 0.37
100.00 100.00
6. Assumptions
a. Discount rate (per annum) 8.20% p.a. 8.60% p.a.
b. Estimated rate of return on plan assets (per annum) 8.25% p.a. 8.25% p.a.
c. Rate of escalation in salary (per annum) 4.00% p.a. 4.00% p.a.

2(b) Details of unfunded post retirement defined benefit obligations are as follows:
2012-13 2011-12
(Rs Lakhs)
Post Pensions Leave Post Pensions Leave
Description Retirement to Retirement to
Medical Directors Medical Directors
benefits benefits
1. Reconciliation of opening and closing
balances of obligation
a. Obligation as at the beginning of the year 494.02 152.86 455.28 449.47 145.73 443.10
b. Current/Employer Service Cost 19.79 — 104.08 18.12 — 102.40
c. Interest Cost 41.76 12.28 36.09 36.50 11.17 32.40
d. Obligation of new companies — — — — — —
e. Actuarial (gain)/loss (32.93) 45.77 (70.79) 3.80 16.53 (21.96)
f. Past service cost — — — — — —
g. Exchange rate variation — — — — — —
h. Benefits paid (16.85) (20.18) (71.22) (13.87) (20.57) (100.66)
i. Obligation as at the end of the year 505.79 190.73 453.44 494.02 152.86 455.28
2. Expense recognized in the period
a. Current /Employer service cost 19.79 — 104.08 18.12 — 102.40
b. Interest cost 41.76 12.28 36.09 36.50 11.17 32.40
c. Past service cost — — — — — —
d. Exchange rate variation — — — — — —
e. Actuarial (gain)/loss (32.93) 45.77 (70.79) 3.80 16.53 (21.96)
f. Expense recognized in the period 28.62 58.05 69.38 58.42 27.70 112.84
The expenses in relation to (a) Medical - Rs 28.62 lakhs (2011-12 Rs 58.42 lakhs) is included in item (3) Staff welfare expenses of Note 13 (A) :
Employee Benefit Expense, (b) Pension to Directors Rs 58.05 lakhs (2011-12 Rs 27.70 lakhs) is included in item 1 (i) Salaries and wages including
bonus of Note 13 (A) Employee Benefit Expense of the Statement of Profit and Loss and (c) Leave Rs 69.38 lakhs (2011-12 Rs 112.84 lakhs) is
included in item 1 (i) Salaries and wages including bonus of Note 13 (A) Employee Benefit Expense of the Statement of Profit and Loss.

54
Notes forming part of the Financial Statements
As at 31st March, 2013

Note 16 - Disclosure relating to Accounting Standard AS 15 (Contd.)

3. Assumptions
a. Discount rate (per annum) as at the
beginning of the year. 8.60% p.a. 8.60% p.a. 8.60% p.a. 8.25% p.a. 8.25% p.a. 8.25% p.a.
b. Discount rate (per annum) as at the
end of the year 8.20% p.a. 8.20% p.a. 8.20% p.a. 8.60% p.a. 8.60% p.a. 8.60% p.a.
c. Medical costs inflation rate 7% 8%
d. Average medical cost (Rs/person)
at the beginning of the year Rs. 6250/- Rs. 3455/-
e. Average medical cost (Rs/person) at
the end of the year Rs. 6687/- Rs. 6250/-
f. Effect of a 1% change in Increase Decrease Increase Decrease
health care cost, on (8% p.a.) (6% p.a.) (6% p.a.) (4% p.a.)
- aggregate current service and interest cost 10.66 8.46 9.76 9.21
- closing balance of obligation 86.59 68.82 91.29 71.96

2(c) The estimate of future salary increases take into account inflation, seniority, promotion and other relevant factors.

2(d) Other disclosures :

Benefit 2012-2013 2011-12 2010-11 2009-10 2008-09

Retiring Gratuity
Defined benefit obligation (1,076.60) (965.94) (973.09) (879.43) (954.22)
Plan assets 769.55 680.44 744.87 783.36 674.86
Surplus/(deficit) (307.05) (285.50) (228.22) (96.07) (279.36)
Experience adjustment on plan liabilities—gain/(loss) (40.91) (78.10) (170.99) (25.61) (170.66)
Experience adjustment on plan assets—gain/(loss) 30.39 (0.77) 11.01 (28.27) (38.68)
Medical
Defined benefit obligation (505.79) (494.02) (449.47) (382.59) (338.05)
Plan assets — — — — —
Surplus/(deficit) (505.79) (494.02) (449.47) (382.59) (338.05)
Experience adjustment on plan liabilities - gain/(loss) (15.99) 13.02 (34.28) (21.01) (17.60)
Experience adjustment on plan assets - gain/(loss) — — — — —
Pension to Retired Directors
Defined benefit obligation (190.73) (152.86) (145.73) (149.64) (164.52)
Plan assets — — — — —
Surplus/(deficit) (190.73) (152.86) (145.73) (149.64) (164.52)
Experience adjustment on plan liabilities - gain/(loss) (42.43) (19.61) (2.85) 6.65 (21.40)
Experience adjustment on plan assets - gain/(loss) — — — — —
Leave
Defined benefit obligation (453.44) (455.28) (443.10) (409.08) (428.42)
Plan assets — — — — —
Surplus/(deficit) (453.44) (455.28) (443.10) (409.08) (428.42)
Experience adjustment on plan liabilities - gain/(loss) 85.32 8.81 (32.93) 43.02 (56.81)
Experience adjustment on plan assets - gain/(loss) — — — — —

55
TAYO ROLLS

Forty-Fifth annual report 2012-13

Notes forming part of the Financial Statements

As at 31st March, 2013

Note 16 - Segment disclosures Rupees in lakhs

(1) Primary Segment-Business
Roll Pig Iron Ingot Engg Unallocable Total
Forgings Cost
REVENUE
External Sales (Net of excise duty) 12,400 3,553 2,649 1,588 57 20,247
(10,630) (3,028) (923) (104) (16) (14,701)
Inter segment Revenue -240 -2,070 -2,310
(-249) (-473) (-722)
Total Revenue 12,400 3,313 579 1,588 57 17,937
(10,630) (2,779) (450) (104) (16) (13,979)

RESULTS
Segment result -2,786 2,144 -905 -1,209 -35 -2,791
(-2688) (370) (-1179) (-862) (-84) (-4443)
Profit from operation -2,786 2,144 -905 -1,209 -35 -2,791
(-2688) (370) (-1179) (-862) (-84) (-4443)
Income from Investment 2 2
(17) (17)
Interest Expenses (Net) -913 -913
(-1134) (-1134)
Profit Before Tax & Extra–
ordinary/Exceptional item -3,702
(-5560)
Exceptional Item 328 328
(248) (248)
Profit before Tax -3,374
(-5312)
Tax –
–
Profit after Tax -3,374
(5312)

OTHER INFORMATION
Segment Assets 15,448 1,236 3,789 6,422 3,068 29,963
(13,554) (1,443) (3,888) (7,372) (4,957) (31,214)
Total Assets 15,448 1,236 3,789 6,422 3,068 29,963
(13,554) (1,443) (3,888) (7,372) (4,957) (31,214)
Segment Liabilities 9,619 1,308 1,942 2967 9,573 25,409
(8,773) (1,447) (2,138) (3,295) (7,633) (23,286)
Total Liabilities 9,619 1,308 1,942 2,967 9,573 25,409
(8,773) (1,447) (2,138) (3,295) (7,633) (23,286)
Capital Expenditure 2142 – 423 491 9 3,065
(351) (–) (396) (1,371) (19) (2,137)
Depreciation 1,040 82 437 354 3 1,916
(1,138) (82) (429) (159) (3) (1,811)
Figures in brackets are for previous year.

56
Notes forming part of the Financial Statements
As at 31st March, 2013

Note 17 - Segment disclosures (contd..) Rupees in lakhs

(2) Secondary Segment-Geography 2012-13 2011-12
(a) Revenue by Geographical market
India 15,899 12,934
Outside India 2,038 1,045
17,937 13,979

(b) Capital expenditure incurred

India 3,065 2,137
Outside India — —
3,065 2,137

(c) Carrying amount of Segment Assets

India 29,963 31,214
Outside India — —
29,963 31,214

Notes :

(i) The company has disclosed Business Segment as the primary segment. Segments have been identified taking into account
the nature of products, the differing risks and returns, the organizational structure and internal reporting system. The
company's operations predominantly relate to manufacture of Rolls, Pig Iron, Ingots and Engineering Forgings.

(ii) Segment revenue, segment results, segment assets and segment liabilities include the respective amounts identifiable to
each of the segments as also amounts allocated on a reasonable basis. The expenses, which are not directly relatable to the
business segments, are shown as unallocated cost. Assets & Liabilities that cannot be allocated between segments are
shown as unallocated assets & liabilities respectively.

(iii) Transaction between segments are primarily for materials which are transferred at market determined price and common
costs are apportioned on a reasonable basis.

57
TAYO ROLLS

Forty-Fifth annual report 2012-13

Notes forming part of the Financial Statements

As at 31st March, 2013

Note 18 - Related party disclosures Rupees in lakhs

Nature of transactions Holding Fellow Key Total
Company Subsidiaries Managerial
Personnel
Purchase of Goods
Tata Steel Limited 2,080.63 2,080.63
(1,557.64) (1,557.64)
Tata Steel Limited — Material taken on Loan 26.10 26.10
(—) (—)
Tata Steel Limited — Internal Consumtion of Pig Iron 1,011.24 1,011.24
(464.53) (464.53)
Indian Steel & Wire Products Limited 1.59 1.59
(130.38) (130.38)
Indian Steel & Wire Products Limited (JEMCO) — 50.37 50.37
Material taken on Loan (—) (—)
Tinplate Company of India Ltd 10.89 10.89
(12.47) (12.47)
Jamipol Ltd 0.38 0.38
(—) (—)
3,117.97 63.23 — 3,181.20
(2,022.17) (142.85) (—) (2,165.02)
Sale of Goods
Tata Steel Limited 4,524.32 4,524.32
(2,410.89) (2,410.89)
Tata Steel Europe 669.46 669.46
(501.37) (501.37)
Indian Steel & Wire Products Limited 721.69 721.69
(452.68) (452.68)
Tinplate Company of India Ltd 761.38 761.38
(424.60) (424.60)
4,524.32 2,152.53 — 6,676.85
(2,410.89) (1,378.65) (—) (3,789.54)
Receiving of Services
Tata Steel Limited 369.19 369.19
(302.44) (302.44)
Yodogawa Steel Works Limited 30.00 30.00
(—) (—)
TKM Global Logistics Limited 112.75 112.75
(109.58) (109.58)
Jamshedpur Utilities Services Company 872.21 872.21
(661.00) (661.00)
Tata Martrade International Logistics Ltd 0.18 0.18
(—) (—)
399.19 985.14 — 1,384.33
(302.44) (770.58) (—) (1,073.02)

58
Notes forming part of the Financial Statements
As at 31st March, 2013

Note 18 - Related party disclosures (Cond.) Rupees in lakhs

Nature of transactions Holding Fellow Key Total
Company Subsidiaries Managerial
Personnel

Rendering of Services
Tata Steel Limited 2,342.74 2,342.74
(1,951.47) (1,951.47)
2,342.74 — — 2,342.74
(1,951.47) (—) (—) (1,951.47)
Purchase of Fixed Assets — — — —
(—) (—) (—) (—)
Dividend and Fraction Bonus amount paid to Shareholders — — — —
(—) (—) (—) (—)
Interest Expense
Tata Steel Limited — —
(173.89) (173.89)
— — — —
(173.89) (—) (—) (173.89)
Interest Income
Jamshedpur Utility Services Company 6.31 6.31
(4.51) (4.51)
— 6.31 — 6.31
(—) (4.51) (—) (4.51)
Management Contracts including deputation of employees
Tata Steel Ltd — Services received 22.43 22.43
(32.44) (32.44)
22.43 — — 22.43
(32.44) (—) (—) (32.44)
The Indian Steel & Wire Products Limited — Services Provided 17.54 17.54
(15.99) (15.99)
— 17.54 — 17.54
(—) (15.99) (—) (15.99)
Short Term Loan
Tata Steel Limited — —
(1,500.00) (1,500.00)
— — — —
(1,500.00) (—) (—) (1,500.00)
Issue of Prefernce Shares
Tata Steel Limited — —
(6,500.00) (6,500.00)
Yodogawa Steel Works Limited — —
(2,000.00) (2,000.00)
— — — —
(8,500.00) (—) (—) (8,500.00)
Outstanding Receivables
Tata Steel Limited 747.86 747.86
(-459.93) (-459.93)
Indian Steel & Wire Products Limited 53.33 53.33
(64.01) (64.01)

59
TAYO ROLLS

Forty-Fifth annual report 2012-13

Notes forming part of the Financial Statements

As at 31st March, 2013

Note 18 - Related party disclosures (Cond.) Rupees in lakhs

Nature of transactions Holding Fellow Key Total
Company Subsidiaries Managerial
Personnel

Tata Steel Europe 230.40 230.40

(120.91) (120.91)
Tinplate Company of India Ltd 123.82 123.82
(14.40) (14.40)
747.86 407.55 — 1155.41
(-459.93) (199.32) (—) (-260.61)
Deposits Given
Jamshedpur Utilities Services Company 76.31 76.31
(74.51) (74.51)
— 76.31 — 76.31
(—) (74.51) (—) (74.51)
Outstanding Payables
Tata Steel Limited 1,605.72 1,605.72
(1,029.76) (1,029.76)
Tata Steel Limited — Advance received 800.00 800.00
(800.00) (800.00)
Tata Steel Limited — Material taken on Loan 100.46 100.46
(—) (—)
Indian Steel & Wire Products Limited — —
(33.63) (33.63)
Indian Steel & Wire Products Limited (JEMCO) — 9.93 9.93
Material taken on Loan (—) (—)
TKM Global Logistics Limited 37.62 37.62
(49.79) (49.79)
Tata Martrade International Logistics Ltd 0.09 0.09
(—) (—)
Tata Limited,UK 1.68 1.68
(1.65) (1.65)
Jamshedpur Utilities Services Company 872.94 872.94
(278.09) (278.09)
2,506.18 922.26 — 3,428.44
(1,829.76) (363.16) (—) (2,192.92)
Issue of Prefernce Shares
Tata Steel Limited 6,500.00 6,500.00
(6,500.00) (6,500.00)
Yodogawa Steel Works Limited 2,000.00 2,000.00
(2,000.00) (2,000.00)
8,500.00 — — 8,500.00
(8,500.00) (—) (—) (8,500.00)
Mr Om Narayan (Managing Director) 121.61 121.61
(94.93) (94.93)
Mr Hridayeshwar Jha ( Joint Managing Director ) 18.92 18.92
(—) (—)
140.53 140.53
(94.93) (94.93)
Note:
(i) Figure in bracket are for the previous year.

60
Notes forming part of the Financial Statements
As at 31st March, 2013

Note 19 - Earnings (Loss) Per Share (EPS) Rupees in lakhs

2012-13 2011-12
(Loss) After Tax (3,373.84) (5,312.39)
Weighted average number of ordinary shares for Basic/Diluted EPS 10,260,935 10,260,935
Nominal value of Shares Rs. 10 Rs. 10
Basic and diluted EPS (32.88) (51.77)

Note 20 - Deferred Tax Rupees in lakhs

31.03.13 31.03.12
Deferred Tax Liability (Net) consists of
a) Book/Tax depreciation difference (1,395.22) (1,285.28)
b) Provision for LTC & others 73.10 (27.13)
c) Employee Benefits 136.15 134.56
d) Amortization of Deferred Expenditure (27.09) (36.75)
e) Carry forward of business loss (restricted to the extent of deferred tax liability) 1,213.06 1,214.60
Deferred Tax Assets / Liability — —

Note 21 - Disclosure under AS-29 of ICAI Rupees in lakhs

In accordance with the Accounting Policy and AS-29, provision has been made for estimated warranty liability in respect of rolls
sold to customers. Details are as follows :
2012-13 2011-12
1. Provision as at 1st April, 2012 350.48 336.83
2. Provision made during the year 361.82 223.04
3. Deduct : Claims settled during the year (202.52) (209.39)
4. Provision as at 31st March, 2013 509.78 350.48

Note 22: Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the
current year's classification / disclosure.

Signature to Note 1 to 22

As per our report of even date attached For and on behalf of the Board

For Deloitte Haskins & Sells

Chartered Accountants

Abhijit Bandyopadhyay Prashant Kumar Hridayeshwar Jha Anand Sen

Partner Company Secretary Managing Director Chairman

Jamshedpur, 25th April, 2013

61
TAYO ROLLS

Forty-Fifth annual report 2012-13

STATEMENT GIVING INFORMATION PURSUANT TO

PART IV OF SCHEDULE VI TO THE COMPANIES ACT, 1956
1 Registration No. L27105JH1968PLC000818
2 State Code 03
3 Balance Sheet Date 31.03.2013
4 Capital raised during the year
(Amount in Rs lakhs) Nil
5 Position of Mobilisation and deployment of Funds (Amount in Rupees lakhs)
TOTAL LIABILITIES 17,783.47 TOTAL ASSETS 17,783.47
SOURCES OF FUNDS APPLICATION OF FUNDS
Paid up Capital 9,526.13 Net Fixed Assets 18,322.67
Reserve and Surplus (4,971.40) Investments 0.14
Secured Loans 11,014.41 Net Current Assets (539.34)
Unsecured Loans 2,214.33 Miscellaneous Exp. Not written off —
Deferred Tax Liability (Net) — Accumulated losses —
17,783.47 17,783.47
6 Performance of Company
(Amount in Rupees lakhs)
i) Turnover 17,936.70
ii) Total Expenditure 21,638.54
iii) Profit before Tax (3,373.84)
iv) Profit after Tax (3,373.84)
v) Earning per Share (32.88)
vi) Dividend Rate Nil
7 Generic names of principal Products/Services of Company
a) ITC Code 84553000
Product Description Rolls for Rolling Mills
b) ITC Code 72181000
Product Description Ingot
c) ITC Code 72011000
Product Description Pig Iron
d) ITC Code 73261990
Product Description Engineering Forging

For and on behalf of the Board

th
Jamshedpur, April 25 , 2013 Prashant Kumar Hridayeshwar Jha Anand Sen
Company Secretary Managing Director Chairman

62
FINANCIAL STATISTICS
REVENUE ACCOUNTS CAPITAL ACCOUNTS Share Share
(Rupees) (PAT)
Sl. Year Sale of Depre- Profit
No. products ciation before Dividend Share Res- Borrow- Gross Net Shares of Rs. 100/-
& Other Tax Tax percent Capital erves ings Block Block each
Income
(Rupees in Lakhs) (Rupees in Lakhs) (Rupees)

1 1969-70 58.33 16.08 (-)14.16 — — 249.32 — 370.62 647.62 606.50 — —

2 1970-71 314.66 47.50 17.71 — — 249.66 — 413.00 667.74 599.95 99.87 7.08
3 1971-72 336.55 52.19 39.09 — 6% 249.78 44.70 422.11 681.09 563.34 117.79 15.64
4 1972-73 330.93 52.40 9.42 — 6% 249.88 39.12 373.12 687.67 516.96 115.60 3.77
5 1973-74 338.52 53.13 2.83 — — 249.92 26.95 341.57 700.75 475.83 110.75 1.13
6 1974-75 502.03 53.53 36.19 — 10% 249.93 38.15 291.15 724.19 448.84 125.23 14.48
tax Free
7 1975-76 481.43 55.28 23.61 — 5% 249.94 49.25 264.41 733.53 403.30 119.68 9.44
tax Free
8 1976-77 555.96 54.44 53.04 — 5% 249.95 89.79 210.66 743.38 358.47 135.90 21.22
tax Free
9 1977-78 601.89 54.62 62.99 — 6% 249.98 137.80 148.51 781.42 311.59 155.15 25.20
tax Free
10 1978-79 733.35 57.94 115.61 51.00 12% 249.98 172.41 139.37 786.05 289.39 169.00 25.85
11 1979-80 830.35 54.40 103.36 63.00 12% 249.98 182.78 116.52 802.81 251.81 173.15 16.15
12 1980-81 865.36 32.07 97.43 55.00 12% 249.98 195.22 85.05 814.08 231.62 178.13 16.98
13 1981-82 1117.36 42.07 126.19 28.00 15% 249.98 255.92 89.73 976.28 353.12 202.41 39.29
14 1982-83 1586.76 47.05 84.52 25.00 15% 249.98 277.95 92.64 1088.45 419.43 211.23 23.82
15 1983-84 1579.14 68.36 65.69 38.00 10% 249.98 280.65 73.86 1142.24 404.89 212.31 11.09
16 1984-85 1894.43 60.19 89.40 48.80 15% 249.98 283.76 57.47 1184.04 390.61 213.55 16.25
17 1985-86 2308.38 41.51 306.25 147.00 20% 249.98 425.02 183.42 1266.03 463.42 270.07 63.72
18 1986-87 2661.89 48.88 95.57 22.00 20% 249.98 448.61 228.37 1390.37 539.84 279.51 29.44
19 1987-88 2978.52 64.66 104.28 31.00 15% 249.98 484.40 775.56 1428.89 523.31 293.83 29.32
20 1988-89 3396.64 83.89 16.60 2.65 15% 249.98 477.54 901.35 1921.42 949.06 291.08 5.58
Shares of Rs.10/- each
21 1989-90 4100.40 106.17 81.66 13.25 18% 249.98 500.97 1003.86 2025.62 947.32 30.05 2.74
22 1990-91 4351.72 113.65 235.70 36.00 25% 249.98 638.18 968.96 2167.76 994.07 35.54 7.99
23 1991-92 4891.95 137.93 247.72 106.00 25% 249.98 717.42 2220.74 3339.54 2035.72 38.71 5.67
24 1992-93 5113.27 231.41 407.93 150.00 25% 547.32 1154.45 2086.59 4429.44 2899.37 31.10 4.71
25 1993-94 6776.30 370.70 344.55 93.00 25% 547.32 1269.18 2230.08 5040.38 3142.06 33.19 4.59
26 1994-95 6224.20 423.10 403.28 130.00 25% 547.32 1371.97 2010.63 5256.62 2937.35 35.07 4.99
27 1995-96 6781.96 428.59 405.51 120.00 27.5% 547.32 1438.40 1970.25 5403.74 2656.00 36.28 5.22
28 1996-97 7331.59 418.30 537.22 231.00 27.5% 547.32 1579.26 1767.07 5702.49 2543.24 38.86 5.60
29 1997-98 7350.62 438.06 708.80 280.00 30% 547.32 1827.47 1671.63 6041.52 2525.61 43.39 7.84
30 1998-99 7603.76 466.81 692.91 158.00 32.5% 547.32 2164.94 2328.91 7801.11 3951.50 49.56 9.77
31 1999-2000 8907.66 553.28 736.56 269.00 32.5% 547.32 2435.07 1534.30 7724.29 3501.55 54.49 8.54
32 2000-2001 9433.94 543.51 567.82 205.00 32.5% 547.32 2601.88 1609.33 7740.88 3060.30 57.54 6.63
33 2001-2002 9577.14 518.26 211.40 78.05 22% 547.32 2185.88 965.58 7855.73 2712.34 49.94 2.44
34 2002-2003 10010.83 466.60 627.38 220.00 27% 547.32 2426.73 706.58 7994.84 2398.28 54.34 7.45
35 2003-2004 10430.65 424.14 595.78 173.16 27% 547.32 2682.65 783.45 8062.74 2068.64 59.02 7.72
36 2004-2005 14045.73 418.73 842.40 233.75 40% 547.32 2832.94 3036.31 10084.14 3768.12 61.76 11.12
37 2005-2006 18447.56 516.61 756.46 141.90 40% 547.32 3197.88 3267.07 10160.93 3381.99 68.43 11.23
38 2006-2007 22154.81 492.88 1532.50 469.95 42.5% 547.32 3617.68 2839.85 10362.06 3115.94 76.10 19.41
39 2007-2008 24678.77 421.56 983.44 348.37 40% 547.32 4182.15 3608.76 13077.48 5479.78 86.43 11.60
40 2008-2009 18929.72 354.13 (-)1839.52 (-)165.9 (-) 1026.13 7959.98 8655.41 22075.61 14192.18 87.57 (-)23.68
41 2009-2010 14236.63 395.56 (-)1153.30 (-) (-) 1026.13 6806.68 11988.94 27256.11 19029.55 76.30 (-)11.24
42 2010-2011 14727.86 562.17 (-)3044.00 (-) (-) 1026.13 5540.05 16670.19 30243.82 21458.17 96.40 (-)29.67
43 2011-2012 15232.80 1810.94 (-)5312.39 (-) (-) 9526.13 (-)1597.56 13874.24 27939.71 17343.51 64.00 (-)51.77
44 2012-2013 19664.96 1915.64 (-)3373.84 (-) (-) 9526.13 (4971.40) 15027.18 29048.46 16548.01 44.80 (-)32.88

63
TAYO ROLLS

Forty-Fifth annual report 2012-13

Notes

64
focus
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