Directors' Report

To the Members,

The Directors present the Fiftieth Annual Report on the business and operations of your Company along with the financial statements for the year ended March 31,2018.

1. FINANCIAL RESULTS:

"Operations have been suspended from May 2016 onwards and remained suspended in current year also.

2. DIVIDEND:

The Directors have decided not to recommend any dividend for the year ended March 31,2018 due to loss.

3. PREFERENTIAL ALLOTMENT OF REDEEMABLE PREFERENCESHARES:

During the year 78,25,000 (seventy eight lakhs twenty five thousand) Non-cumulative Redeemable Preference Shares of Rs. 100/- (Rupees one hundred each only) each has been allotted to Tata Steel Limited on preferential basis. After allotment of these Non-cumulative Redeemable Preference Shares, the paid up share capital of the Company is Rs. 3,68,56,13,567/-(Rupees only).

4. INSOLVENCYAND BANKRUPTANCYCODE2016 :

Based on the audited accounts for the period ended 31st December 2015 , the net worth of the Company became negative. Considering the negative net worth, the Board of Directors had referred the Company to the Board for Industrial and Financial Reconstruction (BIFR) as required under the First proviso of section 15 (1) of The Sick Industrial Companies (Special Provisions) Act, 1985 and the Company was registered with BIFR on 23 March, 2016. Meanwhile, the Ministry of Finance issued Notifications S.0.3568 (E ) & S O. 3569 (E ) dated25 November, 2016 that SICA has been repealed with effect from 1 December, 2016 and all the references or inquiry pending before the BIFR and/ or Appellate Authority for Industrial and Financial Reconstruction(AAIFR)shall stand abated.

The Company, in the month of July 2017, filed application under section 10 of Insolvency and Bankruptcy Code (IBC), 2016 seeking initiation of Corporate Insolvency Resolution Process (CIRP) before National Company Law Tribunal (NCLT),

Kolkatla Bench The matter was heard on various dates and during this period the workers of the company through their representative have also filed application under section 9 of IBC seeking CIRP Finally on 22nd Dec 17, NCLT rejected the application of Company under technical considerations The application filed by Workers has also been rejected by NCLT in month of January 2018, on technical considerations. Your Company has filed appeals before National Company Law Appellate Tribunal (NCLAT) at New Delhi against the rejection order passed by NCLTKolkatta Further, the workers have also filed similar appeal before National Company Law Appellate Tribunal (NCLAT) at New Delhi. The matter is subjudice.

5. OPERATION AND SALES:

Considering the future business prospects, the overcapacity situation in the roll industry, the challenges traced by the Company, the resources required to meet these challenges, the likely time taken for turnaround of the business, and the estimated low returns from the business on steady state basis, on May 26, 2016 the Board decided to suspend operations in a phased manner The Company has also introduced Voluntary Separation Scheme (VSS) for its all employees. Thereafter, on September 5,2016, the Board decided for closure of operations. The operations have not resumed in the year under review

(i) During the year under review, the Revenue from Operations of the Company was Rs.35 lakhs as against Rs.4.664 lakhs in the previous year

(ii) During the year under review, the Company has incurred a net loss of Rs.2,566 lakhs as against the net loss of Rs. 8.293 lakhs in the previous year.

6. FINANCIAL AND WORKING CAPITAL MANAGEMENT:

The Promoter(s) have extended their financial and technical support from time to time to revive the Company, but despite the best efforts, the desired results could not be achieved Therefore, due to fragile liquidity position, your Company had to finally dose the operations

7. FIXED DEPOSITS:

Your Company has not accepted/renewed any fixed deposit during the year

8. AUDIT REPORT:

The Statutory Auditors Report on Audited Annual Accounts for the financial year 2017-18 does not contain any qualification, reservation or adverse remarks which warrant comments from the Board of Directors

The Secretarial Auditors Report for the financial year 2017-18 does not contain any qualification, reservation or adverse remark which warrant comments from the Board of Directors The Secretarial Audit Report as required under section 204 of the Companies Act. 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014. is annexed to this report.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of Loans. Guarantees and Investments, if any, have been disclosed in the Financial Statements.

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 the financial year 1998-99 to 158.79 P/ Kwh against the earlier notified rate of 164.83 P/ Kwh for the financial year 1998-99. thus giving a benefit of 6.04 PI 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 and 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.

The Hon'ble Jharkhand High Court had passed its order against the Company. Thereafter, the Company has filed a Letters Patent Appeal (LPA) before the Division Bench of the Jharkhand High Court. The Division Bench in its Interim order, directed Company to pay the principal amount by August 31. 2015 (this was paid by Tayo even before the order) and 50% of DPS to be payable in 3 equal monthly installments beginning from August 31, 2015 and to furnish a Bank Guarantee for balance 50% of DPS The Company also had to renew the Bank Guarantee of Rs. 3.72crores which was given at the time of disconnection of power in the year 2013. Against the interim order, the Company has filed a Special Leave Petition (SLP) in the Hon'ble Supreme Court The Supreme Court granted stay on the payment of DPS till final decision in LPA by the Jharkhand High Court. The matteris still sub-judice.

(ii) In the year 2000, your Company had filed a writ petition in Hon'ble Jharkhand High Court challenging the applicability of 1999 Tariff schedule (HTSS category) to 1993 Electricity Tariff on Tayo. Hon'ble Jharkhand High Court on May02,2013, had dismissed Company 's Petition and confirmed the applicability of 1999 Tariff schedule on Tayo Consequent to the adverse judgment of Hon'ble Jharkhand High Court, with regard to applicability of electricity tariff to the Company from January2000 till March 2013, the Jharkhand State Electricity Board (JSEB)has issued a rectified energy bill dated June 10,2013 for Rs. 272.03 crore. which includes delayed payment surcharge of Rs. 208.00 crore and fuel surcharge of Rs. 5.96crore.

The Judgment dated May 2, 2013 was challenged on various legal grounds by way of LPA before the Hon'ble Jharkhand High Court which was admitted on merit. Meanwhile the Jharkhand State Electricity Board has initiated Certificate proceeding against the Company. Board of Directors and its Officers for recovery of Rs. 263.61 crore. which

was challenged before the Certificate Officer. The Certificate order restrained the Company to transfer its immovable assets. On December 12.2015. the Certificate Officer in his order absolved the Directors and Officers from their liability to the extent of Certificate amount and ordered the JSEB to raise fresh Bill within 15 days and the Company to pay the same. Pursuant to the order of Certificate Officer, the JSEB had raised a bill of Rs.218crore which was also challenged by the Company in the Hon'ble High Court The High Court in its interim order mentioned that no coercive action shall be taken against the Company during pendency and final disposal of the LPAat High Court. These LPAs are still pending for disposal at Hon'ble Jharkhand High Court.

(iii) Writ Petitions challenging the order of Jharkhand Government denying exemption from the operation of Employee State Insurance Act 1948are pending with Hon'ble Jharkhand High Court

(iv) The Company had applied to the Jharkhand Government seeking approval for closure of its operations with effect from December 5,2016. The closure approval has been rejected The Company has filed a Writing the Jharkhand High Court challenging the rejection order The m arteries sub-judice.

(v) The Company has introduced Voluntary Separation Scheme (VSS) from June 2016 at regular intervals. Out of 474 workers and 199 officers ason 31/03/2018 .about 250 workers and 1 officer (ason 31st March 18) have not availed the separation scheme. The Company is also not able to pay wages to its employees since October 2016 Therefore. 182 employees having wages less than Rs 18000/-per month and covered under the ambit of Payment of Wages Act 1936, have filed petition before the Labour Court Jamshedpur alleging deduction of wages and have demanded the payment of wages deducted from Oct 16 to May 17. Out of 182 workers, ason July 1,2018 only 151 workers are actively pursuing the case at Labour Court and others have withdrawn their cases due to separations from Company under VSS & resignations. The Labour Court in its interim Order dated 25th January 18 has held that it was a case of "deduction of wages The Company has challenged the interim order dated 25th January 2018 before the Hon'ble Jharkhand High Court vide WP No. 927/2018 The matter before the High Court and the Labour Court is sub judice The remaining workers (about 102 nos ) having wages above Rs 18000/- per month and not covered by Payment of Wages Act 1936, have filed application before the Labour Secretary, Government of Jharkhand under the Industrial Disputes Act, 1947, demanding outstanding wages from Oct '16 to May 17 Out of 102 workers as on July 1, 2018 only 83 workers are actively pursuing the case and 19 workers have withdrawn their cases due to separations under VSS from the Company. The proceedings have been disposed of by the Labour Secretary. GoJ. by addressing the Labour Suptd Saraikela to initiate Certificate proceedings for recovery of wage dues. Accordingly. Certificate Officer has started the proceedings by issuing notice to the Company The reply was submitted as per procedure under the Act Meantime the Company has also filed a WP no. 671/2018 . before High Court challenging the Certificate Order. The hearings have commenced and the matter is sub-judice.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL(KMP):

Consequent upon the recall of deputation by Tata Steel Limited, Mr K Shankar Marar (DIN- 06656658) has submitted his resignation from the office of Director and Managing Director of Tayo Rolls Limited with effect from closure of business hours of July 31, 2017 The Board put on record its deep appreciation for the valuable services rendered by Mr Marar during his tenure as Managing Director of the Company.

Consequent upon the resignation of Mr K. Shankar Marar, Managing Director. Mr Purushottam Das Mundhra had been deputed by Tata Steel on whole time basis to Tayo Rolls Limited as Chief Executive Officer with effect from 1st August 2017 on the recommendation of the Nomination and Remuneration Committee and approval of the Board MrP.D Mundhra holds office fora maximum period of two years.

Pursuant to the provisions of Section 161 (1) of the Companies Act. 2013 and Article 131 of the Articles of Association of the Company, Mr K Shankar Mararwas appointed as additional Director by the Board with effect from August 7. 2017. Mr. Marar will hold office till the date of forthcoming Annual General Meeting and is recommended by the Nomination & Remuneration Committee for being appointed as Director of the Company in accordance with the first proviso to Section 160 of the Companies Act 2013 in its meeting held on August 8.2018.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Article 146 of the Articles of Association of the Company, Mr Yoshikazu Miyasaka (DIN: 07125432). Director retires by rotation and does not offer himself for reappointment. The Board proposes that the vacancy caused by his retirement will not be filled-up The Board placed on record their sincere a predation to the contribution made by Mr. Yoshikazu Miyasaka during his tenure with the Company.

Prof Ranjan Das, (DIN-01738493) has stepped down as Director of the Company with effect from August 8.2018 The Board placed on record their sincere a predation to the contribution made by Prof. Ranjan Das during his tenure with the Company. The Board proposes that the casual vacancy caused by his resignation will not be filled-up.

Consequent to the resignation of Mr Prashant Kumar, Company Secretary and Key Managerial Personnel of the Company w.e.f March 1,2018. Ms. Harpreet Kaur Bhamra. Senior Manager, Tata Steel Limited has been deputed to Tayo Rolls Limited and appointed by the board as Company Secretary and Key Managerial Personnel with effect from August 8,2018.

12. DIRECTORS* SHAREHOLDING:

The shareholding of Managing Director and Non-Executive Directors in the Company is NIL

13. NUMBEROF MEETINGS OF BOARD:

During the year seven Board meetings were held wherein directors were present either physically or through Video Conferencing.

14. DECLARATION BYINDEPENDENT DIRECTORS:

All the Independent Directors have given declaration under Sec 149(6) of the Companies Act 2013read with Regulation 16 (b) of the SE Bl (LO DR) Regulations, 2015, regarding the ir independence

15. INTERNAL FINANCIAL CONTROLS:

The Company has put in place internal financial controls with reference to financial statements. To further strengthen the existing system, an audit of the system and process was carried on by the auditors. The gaps, if any. in the system and process have been tightened to ensure adequacy of internal financial controls in the Company However, during the year, no reportable material weakness in the design or operation was observed. The Audit Committee periodically reviews the internal financial control systems.

16. DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board Is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2017-18.

Accordingly, pursuant to Section 134(5)of the Companies Act, 2013. the Board of Directors, to the best of their knowledge and ability, confirm that

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

16.2 they have selected such accounting policies in consultation with 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 your Company at the end of the financial year and of the profit / loss of your Company for that period;

16.3 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, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

16 4 the Management has concluded that the going concern basis is not appropriate because of the financial condition of the Company and, therefore the Financial Statements have been prepared on non-going concern basis:

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

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

17. BOARD MEMBERSHIP CRITERIA:

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education, and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment ability to participate constructively in deliberations and willingness to exercise authority in collective manner

In evaluating the suitability of individual Board members, the Nomination and Remuneration Committee considers many factors, including general understanding of marketing, finance, operations management public policy, international relations, legal, governance and other disciplines relevant to the success of the Company in today s business environment; understanding of the Company’s business; experience in dealing with strategic issues and long-term perspectives; maintaining an independent familiarity with the external environment in which the Company operates and especially in the Director's particular field of expertise: educational and professional background: personal accomplishment: and geographic, gender, age. and ethnic diversity.

The Board evaluates each individual in the context of the Board as a whole, with the objective of having a group that can best perpetuate the success of the Company's business and represent stakeholder's interests through the exercise of sound judgment using its diversity of experience.

In determining whether to recommend a director for re-election, the Committee, also considers the director's past attendance at meetings, participation in meetings and contributions to the activities of the Board, and toe results of the most recent Board self-evaluation.

Board members are expected to rigorously prepare for, attend and participate in all Board and applicable Committee meetings Each members expected to ensure that their other current and planned future commitments do not materially interfere with the responsibilities at the Company.

18. BOARD DIVERSITY POLICY:

The Company recognizes the importance of diversity in its success It is essential that the Company has as diverse a Board as possible.

A diverse Board will bring in different set of expertise and perspectives. The combination of Board having different skill set, industry experience, varied cultural and geographical background and belonging to different race and gender will bring a variety of experience and viewpoints which will add to the strength of the Company.

While all appointments to the Board are made on merit, the diversity of Board in aggregate will be of immense strength to the Board in guiding the Company successfully through various geographies.

The Nomination and Remuneration Committee reviews and recommends appointments of new Directors to the Board. In reviewing and determining the Board composition, the Nomination and Remuneration Committee considers the merit, skill, experience, race, gender and other diversity of the Board To meet the objectives of driving diversity and an optimum skill mix, the Nomination and Remuneration Committee may seek the support of Parent company.

19. CRITERIAFORDETERMINING INDEPENDENCEOF DIRECTORS:

Independence Guidelines:

A Director is considered independent if the Board makes an affirmative determination after review of all the relevant information's.

The Board has established the categorical standards to assist it in making such determinations. A Director to be considered independent:

- Shall not be Managing Director or a Whole time Director or a Nominee Director.

- Shall be, in the opinion of the Board, a person of integrity and shall possess relevant expertise and experience.

- Shall not be a Promoter of the Company or its holding, subsidiary or associate Company

- Shall not be related to Promoters or Directors in the Company, its holding, subsidiary, or as so date Company

- Apart from receiving Director's remuneration, shall not have any pecuniary relationships with the Company, its holding, its subsidiaries, its as so date companies. its Promoters, or Directors, during the current financial year or immediately preceding two finial years.

- Relatives should not have or had pecuniary relationships or transactions with the Company, its holding (s), subsidiary or associate Company, or their promoters, or Directors, amounting to 2% or more of its grass turnover or total income or Rupees 50 lakhs (Rupees fifty lakh) or such amount as the Company may prescribe, whichever is lower, during the two immediately preceding financial years or during the current financial year.

- Neither himself / herself nor any of his / her relatives shall hold or has held the position of a KMP or is or has been employee of the Company or its holding, subsidiary or as so date Company in any of the three financial years immediately preceding the financial year in which he/she is proposed to be appointed

- Neither himself/herself nor any of his/her relatives shall or has been an employee or proprietor or partner. in any of the 3 finial years immediately preceding the financial year, of

a) a firm of Auditors or Company Secretaries in practice or Cost Auditors of the Company or its holding, subsidiary or as so date Company:

b) any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate Company amounting to 10%. or more of the gross turnover of such firm;

c) holds together with his relatives 2% or more of the total voting power of the Company ("Substantial Shareholder”);

d) a Chief Executive or Director, by whatever name called, of any non-profit organization that receives 25%, or more of its receipts from the Company, any of its Promoters, Directors or its holding, subsidiary or associate Company or that holds 2%, or more of the total voting power of the Company;

r Has notheldofficeformorethantwoconsecutive terms on theBoardof theCompany

- Should not be a material supplier, service provider or customer or a lessor or a lessee of the Company.

- Shall not be less than 21 years of age

- Possesses such other qualifications as may be prescribed by the Companies Act 2013

20. REMUNERATION POLICY:

The philosophy of remuneration of Directors. KMP and all other employees at Tayo Rolls Limited (‘Company¹) is based on the commitment demonstrated by the Directors, KMPs and other employees towards the Company The key principles governing the Remuneration Policy areas follows

(i) Remuneration for Independent Directors and Non-Independent Non-Executive Directors:

- Overall remuneration should be reflective of the size of the company, complexity of the sector/ industry/ company's operations and the company's capacity to pay the remuneration and should be consistent with recognized best practices.

- Independent Directors ("ID") and Non-Independent Non-Executive Directors (“NED") may be paid sitting fees (for attending the meetings of the Board and Committees of which they may be members). Quantum of sitting fees and NED Commission may be subject to review on aperiodic basis, as required.

Within the parameters prescribed by law the payment of sitting fees and commission will be recommended by the Nomination and Remuneration Committee and approved by the Board.

- Overall remuneration (sitting fees and commission) should be reasonable and sufficient to attract, retain and motivate Directors aligned to the requirements of the company.

-The aggregate commission payable to all the NEDs and IDs will be recommended by the Nomination and Remuneration Committee to the Board, based on company’s performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters, as may be decided by the Board

The Nomination and Remuneration Committee will recommend to the Board, the quantum of commission for each Director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by Directors other than in meetings.

r In addition to the sitting fees and commission, the company may pay to any director such fair and reasonable expenditure, as may have been incurred by the director while performing his / her role as a Director of the company. This could include reasonable expenditure incurred by the director for attending Board / and its committee meetings, general meetings, court convened meetings, meetings with shareholders / creditors / management, site visits, induction and training (organized by the company for Directors) and in obtaining professional advice from independent advisors in the further a nee of his / her duties as a Director.

(i) Remuneration for Managing Director CMD')/Executive Directors (“EDs")/ KMP/rest of the employees:

The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence remuneration should be:

- Market competitiveness driven by the role played by the individual Reflective of size of the company, complexity of the sector/industry /company's operations and the company's cupidity to pay.

- Consistent with recognized best practices and aligned to any regulatory requirements.

- The remuneration mix for the MD /EDsis as per the contract approved by the shareholders. In case of any change, the same would again require the approval of the shareholders.

- Basic / fixed salary is provided to all employees to ensure that there is a steady income in line with their skills and experience

In addition to the basic / fixed salary, the company may provide employees with certain perquisites, allowances and benefits to enable a certain level of lifestyle and to offers cope for savings and tax optimization, where ever possible. The company may also provide all employees with a social security net (subject to limits) by covering medical expenses and hospitalization through re-imbursements or insurance cover and accidental death and dismemberment through personal accident insurance.

The company provides retirement benefits as applicable

In addition to the basic / fixed salary, benefits, perquisites and allowances, the company may provide MD / EDs such remuneration by way of bonus / performance linked incentive and/or commission calculated with reference to the net profits of the company in a particular finial year, as may be determined by the Board, subject to the overall ceilings stipulated in Section 197 of the Companies Ad. 2013 read with Schedule V of the Act The specific amount payable to the MD / EDs would be based on performance as evaluated by the Board or the Nomination and Remuneration Committee and approved by the Board.

The company may provide the rest of the employees a performance linked bonus and/or performance linked incentive. The performance linked bonus/performance linked incentive would be driven by the outcome of the performance appraisal process and the performance of the Company.

(iii) Remuneration payable to Director for services rendered in other cupidity:

The remuneration payable to the Directors shall be infusive of any remuneration payable for services rendered by such Director i n any oth er ca pacity un I es s:

- The services rendered are of a professional nature; and

The Nomination and Remuneration Committee is of the opinion that the director possesses requisite qualification for the practice of the profession.

21. PERFORMANCE EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act. 2013 and Chapter IV of SEBI (Listing Obligations and Discourse Requirements) Regulations. 2015, the Board has carried out the annual performance evaluation of its own performance. Individual Directors as well as the evaluation of its various Committees.

The performance evaluation of the Independent Directors was carried out by the entire Board The Independent Directors at their exclusive meeting separately reviewed the performance of Non- Independent Directors and the Board as a whole, performance of the Chairman of the Company and quality, quantity & timeliness of flow of information between the Company Management and the Board. The Directors expressed their satisfaction over the evaluation process.

22. LOAN TO DIRECTORS:

During the year the Company has not advanced any loan nor given any guarantee nor provided any security in connection with any loan made to any of its Director/s or to any other person in whom the Director is interested as mentioned in Section 185 of the Companies Act 2013read with Rule 10 of the Companies (Meetings of Board and its Powers) Rules. 2014

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per section 135 (1) of the CompaniesAct,2013, every Company having a net worth of Rupees five hundred crores or more, or turnover of Rupees one thousand crores or more, or net profit of Rupees five crores or more, during any financial year is required to constitute a Corporate Social Responsibility Committee of the Board consisting of three or more Directors, out of which at least one Director shall be Independent Director.

Your Company is suffering losses since FY 2008-09 and doesn't fulfill any of the criteria’s as specified under section 135 (1) of the Companies Act. 2013. therefore Corporate Social Responsibility Committee of the Board is not required and as a result. Company has not constituted a Corporate Social Responsibility Committee. Your Company has tried to meet its social obligations, wherever possible, with its Smited resources.

24. RELATED PARTY TRANSACTIONS:

During the year under review, your Company has not entered into any contract/ arrangement which falls under the purview of Section 188 of the Companies Act. 2013. However, few related parties transactions are such which are covered under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 The Company has also entered into material related party transactions for which approval of the shareholders has already been taken at 49th Annual General Meeting and approval for shortfall, if any, will be taken at the forthcoming meeting. Approval of shareholders is also being sought for likely related party transactions forFY'19. at the forthcoming Annual General Meeting. All the transactions with the related parties are at arm's length and in the ordinary course of business and have prior approval of the Audit Committee. The policy on materiality of Related Party Transaction is available on the website of the Company at www tayo.co.in. As required under section 134 (3) (h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, "Form AOC-2" is annexed with this report

25. CORPORATE GOVERNANCE:

Management Discussion and Analysis, Corporate Governance, Managing Director's and Auditor's Certificates are made part of this Annual Report-

26. EXTRACT OF ANNUAL REPORT:

As required under section 134 (3) (a) of the Companies Act, 2013 read with Section 92(3) and Rule 12(1) of the Companies (Management and Administration) Rules. 2014, “Form MGT-9"isannexed with this report

27. DISCLOSURE UNDERTHE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention. Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed-off during the period under review:

- No. of complaints received: NIL

- No.of complaints disposed-off: Not Applicable

28. PARTICULARS OF EMPLOYEES:

28. a The Information required under section 197(12) of the Companies Act. 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014isasunder

The Company is notable to pay wages to its employees since October 2016. During the year none of the Whole Time Director CWTD") or KM Ps were on the rolls of the company as they have been transferred to Tata Steel Limited and deputed back to Tayo Rolls Limited. Therefore, percentage increase in their remuneration by the company is not applicable.

Ratio of the remuneration of each Director/KMP to the median remuneration of all the employees of the Company for the Financial Year 2017-18 is shown as below:

"annual gross salary excluding indirect benefits like PF, Pension .gratuity medical, and other welfare

‘deputed by Tata Steel Limited w.e.f August 1.2017

"deputed by Tata Steel Limited toTayo Rolls Limited w.e.f. March22.2017

'“Resigned as Company Secretary & Compliance Officer w.e.f. March 1.2018

Appointed as Company Secretary & Compliance Officer by the Board w.e.f. August 8.2018 There was no percentage increase in the remuneration of any director

The Company has introduced Voluntary Separation Scheme (VSS) in FY17, which has been availed by 386 employees till FY'18.

In terms of shareholders’ approval obtained at the Annual General Meeting held on July 18.2012. the Non-Executive Directors are also paid commission at the rate not exceeding 1 % of the net profits computed in accordance with section 309 of the erstwhile Companies Act, 1956 (equivalent to section 197 of the Companies Act. 2013) distributed on the basis of Board and various Committees meetings attended and chaired by the Non-Executive Directors. However, due to inadequacy of profits during the financial year 2017-18, commission will not be paid to the Non-Executive Directors

28. b During the financial year 2017-18, none of the employees was in receipt of remuneration as specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, the particulars specified in Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 are not applicable and hence not mentioned.

29. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

In terms of the Section 134(3) (m) of the Companies Act 2013 read Rule 8(3) with Companies (Accounts) Rules, 2014, the particulars in respect of (a) Conservation of Energy (b) Technology Absorption and (c) Foreign Exchange Earnings and Outgo are furnished on page no . 21.

30. AUDITORS:

i) The existing Statutory Auditors, M/s AMK & Associates , Kolkata, Chartered Accountants (ICAI Registration No.327817E) are retiring at the ensuing Annual General Meeting and are being eligible .offered themselves for reappointment . Your company has received a certificate from the Auditors to the effect that their appointment if made, would be within the limits of Section 141(3)(g) of the Companies Act.2013. Members are requested to appoint Auditors for the financial year 2018-19 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) Since the Operations of the Company are suspended, the Company is not required to appoint the Cost Auditors.

Kolkata Anand Sen

August 08,2018 Chairman

DIN-00237914