30 Apr 2017 | Livemint.com

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Tayo Rolls Ltd.

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Tayo Rolls Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT FOR THE YEAR 2014 - 15

As required under Clause 49 of the Listing Agreement entered into with the Stock Exchange

The Company has a Corporate Governance framework that is followed over the years to uphold the Tata traditions and values. As a Tata Company, the philosophy on corporate governance is founded upon a rich legacy of fair, ethical and transparent governance practice. In order to achieve the objectives of good corporate governance, Tayo follows the principles of transparency, disclosure, independent supervision, healthy competition, provision of equal opportunity employment, safety & welfare, production of quality products and services, compliance with applicable Laws, Rules and Regulations. In order to protect the interests of its stakeholders, Company emphasizes the need for full transparency and accountability in all its transactions. The Board considers itself as a Trustee of its Shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. The core values of Company are honesty, integrity, credibility, commitment, agility, team spirit and excellence.

BOARD OF DIRECTORS

The Board of Directors of the Company ("Board") is entrusted with the ultimate responsibility of management, general affairs, direction and performance of the Company and has been vested with the requisite powers and authorities. The Board members are having varied skills, experience and knowledge for the management of the Company. In accordance with the Articles of Association, the Board may have maximum 12 Directors. As on March 31, 2015 the total strength of the Board was Nine, comprising of One Executive and Eight Non-Executive Directors. The Company has a Non-Executive Non-Independent Chairman and the number of Independent Directors as on March 31, 2015 is more than 50% of the total strength of the Board. The number of Non-Executive Directors is also more than 50% of the total strength of the Board. During the year the Company has appointed a Woman Director. The composition of the Board is in compliance with the provisions of Clause 49 of the Listing Agreement with the Stock Exchange. An optimum combination of Independent and Non-Independent Directors in the Board ensures that the independence prevails at all times while transacting business at Board meetings. The Board reviews its policy from time to time to assess its relevance and suggest appropriate intervention, if required.

None of the Directors on the Board is a member of more than 10 Committees and Chairman of more than 5 Committees (as specified in Clause 49), across all the Public companies in which he was a Director. All the Directors have made necessary disclosures regarding Committee positions.

The Non - Executive Directors are paid sitting fees as per the relevant provisions of Companies Act, 2013. Apart from sitting fees, the Non -Executive Directors are eligible for commission not exceeding 1% of the net profit of the Company computed in accordance with Section 197 of the Companies Act, 2013. The payment of commission to Non-Executive Directors has been approved by the shareholders at the 44th Annual General Meeting held on July 18, 2012, for a period of 5 years with effect from April 1, 2012. However, due to loss, commission has not been paid to the Non-Executive Directors for the financial year 2013-14 and no Commission is proposed for the financial year 2014­15.

BOARD MEETINGS

The Board of Directors met nine times during the financial year 2014-15 and gap between two meetings did not exceed more than one hundred and twenty days. The dates on which the Board meetings were held are as follows:

(i) April 03, 2014 (ii) April 24, 2014 (iii) July 16, 2014 (iv) August 29, 2014(v) September 29, 2014 (vi) October 20, 2014 (vii) January 20, 2015 (viii) February 02, 2015 and (ix) March 17, 2015.

The necessary quorum was present at all the meetings.

As per Clause 49 (II) (6), the Independent Directors meeting was held on January 20, 2015, where in all the Independent Directors were present without the participation of Non-Independent Directors and members of Management. Apart from other businesses, the Independent Directors at their meeting dealt with the Agenda as specified in the Companies Act, 2013 and Listing Agreement.

The company has framed a familiarization policy for its I ndependent Directors to make them aware about the company and business scenario in which it operates including the roles, rights, responsibilities etc. of the Independent Directors. The details of such policy are available on the website of the company at www.tayo.co.in

The names and categories of Directors on the Board, their attendance at the Board meetings during the year and at last Annual General Meeting and their Directorships held and Committee Membership in other public companies and Shareholdings are given below: 

Du ring the year Board Meetings were held through Video Conferencing and other Audio Visual means in conformity with Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014. 

Apart from the formal Board meetings, in case of urgency the Board also passed resolution through Circular resolution in accordance with the provisions of Section 175 of the Companies Act, 2013, read with Article 164 of the Articles of Association of the Company.

The Board periodically reviews Compliance to all applicable Laws. 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 Director, Senior Management Personnel and other employees of the Company. The Company has received confirmation from the Managing Director as well as Senior Management Personnel regarding compliance to the Code during the year under review. The Company has laid down the 'Code of Conduct for Non­Executive 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. 55 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 thereof:

(a) Audit Committee

A qualified and Independent Audit Committee was constituted in the year 1997.

The Company has complied with the requirements of Clause 49 III 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 Deputy 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 as prescribed under Clause 49 III (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 read with section 177 of the Companies Act, 2013. The broad terms of reference of the Audit Committee includes: 

• Oversight of the company's financial reporting process and the disclosure of it's financial information;

• Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

• Evaluation of internal financial control and risk management systems;

• Discussion with internal auditors of any significant findings and follow up thereon;

• Discussions with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• Reviewing with the management the annual/quarterly financial statements and auditors report thereon before submission to the Board for approval;

• To review the functioning of the Whistle Blower Mechanism etc.

• Carrying out such other functions as is mentioned in the terms of reference of the Audit Committee.

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. The Audit Committee also reviews and approves the statement of related party transactions and any subsequent modification of transactions of the company with related parties, Internal Control weakness report issued by Internal Auditor and Statutory Auditors and also the Management Discussion & Analysis.

The Audit Committee met six times during the year on (i) April 23, 2014 (ii) July 16, 2014 (iii) September 29, 2014 (iv) October 20, 2014 (v) January 20, 2015 & (vi) March 17, 2015

The necessary quorum was present at all the meetings.

Whistle Blower Policy

The Company has adopted the Whistle Blower Policy which provides a formal mechanism for all employees and directors 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 and director to promptly report to the Management/ Chairman Audit Committee, any actual or suspected or possible violation of the Code or an event he becomes aware of, that could affect the business or reputation of the Company. Under the policy, each employee and director of the Company has an assured access to the Ethics Counselor/ Chairman of the Audit Committee.

The Whistle Blower policy also provides for adequate safeguards against victimization of employees and directors who avail the vigil mechanism and also provides direct access to the Chairman of Audit Committee as and when required. The Audit Committee also reviews the functioning of Whistle Blower Mechanism.

The Company does not have any Subsidiary Company.

The Company has laid down Risk Management Policy, which is reviewed by the Management and by the Board.

The details of the policy are available on the website of the company at www.tayo.co.in

(b) Nomination and Remuneration Committee

To comply with the provisions of section 178(1) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement, with effect from April 24, 2014, the Board has reconstituted the Remuneration Committee as Nomination and Remuneration Committee.

The Nomination and Remuneration Committee comprises Non-Executive Directors, majority of them being Independent Directors.

The Chairman of the Nomination and Remuneration Committee is an Independent Director. The terms of reference of the Nomination and Remuneration Committee are formulation of the criteria for determining qualifications, positive attributes, independence of directors and recommend to the Board a policy relating to the remuneration of the directors, key managerial  personnel and other employees, formulation of criteria for evaluation of Independent Directors and the Board, Board Diversity Policy and to identify the persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.

The Nomination and Remuneration Committee met five times during the year on(i) April 24, 2014 (ii) July 16, 2014 (iii) September29, 2014 (iv) October 20, 2014 and (v) March 17, 2015.

Remuneration Policy of Directors, KMPs and other Employees

The philosophy for remuneration of directors, key managerial personnel and all other employees of the company is based on the commitment of fostering a culture of "Leadership with Trust". The remuneration policy has been prepared pursuant to the provisions of Section 178(3) of the Companies Act, 2013 read with Clause 49(IV)(B)(1) of the Listing Agreement with Stock Exchange. While formulating the policy, Nomination and Remuneration Committee has considered the factors laid down under section 178(4) of the Act which are as under:

(1) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(2) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(3) Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals

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

Key principles governing the remuneration policy are as follows:

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 a periodic basis, as required.

Within the parameters prescribed by law, the payment of sitting fees and commission will be recommended by the NRC 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 NRC 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 NRC 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.

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 furtherance of his/ her duties as a director. 

(ii) Remuneration for Managing Director ("MD")/ 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 competitive (market for every role is defined as companies from which the company attracts talent or companies to which the company loses talent) and 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 capacity to pay, Consistent with recognized best practices and aligned to any regulatory requirements,

The remuneration mix for the MD/ EDs is as per the contract approved by the shareholders. In case of any change, the same would 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 offer scope for savings and tax optimization, where 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 as provided above, 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 financial year, as may be determined by the Board, subject to the overall ceilings stipulated in Section 197 of the Companies Act, 2013. 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.

Remuneration payable to Director for services rendered in other capacity:

The remuneration payable to the Directors shall be inclusive of any remuneration payable for services rendered by such director in any other capacity unless:

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.

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 Nomination and Remuneration Committee meetings and Rs. 10,000/- (Rupees ten thousand only) per meeting for any other Committee meeting. However, considering 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 financial year 2014-15 was Rs. 11,40,000/- (Rupees eleven lakhs forty thousand only).

 Performance Evaluation Criteria for Board/Committee(s)/Director(s)

Pursuant to the provisions of the Companies Act,2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

c) Stakeholders Relationship Committee

To comply with the provisions of section 178(5) of the Companies Act, 2013 read with clause 49(E)(4) of the Listing Agreement, with effect from April 24, 2014, the Board has reconstituted the Shareholders Grievance Committee as Stakeholders Relationship Committee. The terms of reference of the Stakeholders Relationship Committee are to specifically look into the redressal of grievance of security holders complaints like transfer of shares, non-receipt of balance sheet and non-receipt of declared dividend, etc. Company Secretary acts as Compliance Officer for this purpose.

During the year under review the Company has received few correspondences from its shareholders relating to non-receipt of dividend, non-receipt of shares sent for transfer, enquiry for dematerialization, split/transmission, change in address etc. No correspondence was pending as on 31.03.2015. 

d) Share Transfer Committee: Constituted in the year 1969. 

Share Transfer Committee was constituted for approving transfer, sub-division of shares and issue of fresh share certificates with the following members, with the authority to act individually. The Committee met as and when required. 

 e) Ethics & Compliance Committee : Constituted in the year 2002.

Ethics and Compliance Committee was constituted in terms of the Amended regulations of SEBI (Prohibition of Insider Trading) Regulations, 1992. The Board had adopted the "Tata Code of Conduct for Prevention of Insider Trading" and "Code of Corporate Disclosure Practices" for its Directors, Officers and Employees.

The terms of reference of the Committee are to oversee the implementation of regulation of the code, take on record the status report prepared by the Compliance Officer detailing the dealings in Securities by the specified persons and decide on penal action in respect of violation of the regulation/code by the specified person.

Mr. Suresh Padmanabhan, Deputy Chief Financial Officer has been appointed as the Compliance Officer for implementation of Tata Code of Conduct for Prevention of Insider Trading and overseeing the compliance with the Regulations and Code across the Company.

The Managing Director and the Company Secretary & Compliance Officer have been appointed as the Public spokesperson pursuant to the code as required under the regulation, who would be responsible to ensure timely and adequate disclosure of price sensitive information to the investors.

f) Governance Council: Constituted in the year 2003.

Governance Council of the Board is responsible for the formation and evaluation of the Board of Directors of the Company.

 g) Committee of the Board: Constituted in the year 2003.  

 The terms of reference of the Committee of the Board (COB) are to approve capital expenditure schemes and to recommend to the Board, capital budget and other major capital schemes, to consider new business, diversification and future strategy.

 h) Corporate Social Responsibility (CSR) Committee:

As per section 135 (1) of the Companies Act, 2013, every Company having a net worth of Rupees five hundred crore or more, or turnover of Rupees one thousand crore or more or a net profit of Rupees five crore or more during any financial year shall constitute a CSR Committee of the Board consisting of three or more Directors, out of which at least one Director shall be Independent Director. This section was notified w.e.f. April 1, 2014.

The Company has been suffering loss since 2008-09 and doesn't fulfill any of the basic criteria as mentioned under section 135 (1) of the Companies Act, 2013, therefore CSR Committee of the Board is not required. Hence Company has not constituted a CSR Committee of the Board.

Other than the above Committees, the Board also constitutes Committee for specific purpose as and when required.

 Name, Designation & address of Compliance Officer:

Mr. Prashant Kumar,

Company Secretary & Compliance Officer, Tayo Rolls Limited,

Office of the Company Secretary,

Large Scale Industrial Estate, P.O. Gamharia - 832108 Dist: Seraikella- Kharsawan, Jharkhand

Tel.No.0657-6627140/6627141 Fax No.0657-6627200

E-mail :tayoregd@tayo.co.in  investors_helpdesk@tayo.co.in 

Disclosures

i) Disclosures on related party transactions are as per the approved policy on dealing with related party transactions and all material related party transactions have been reported to the Stock Exchange on quarterly basis along with the compliance report on corporate governance.

ii) The details of related party transactions are given in the notes on the Balance Sheet and Statement of Profit and Loss at PageNos.86 - 89. 

iii) The Company has formulated a policy on materiality of related party transactions and also on dealing with Related Party Transactions. All the related party transactions have been approved by the Audit Committee of the Company. In case of repetitive nature of transactions, omnibus approval of the Audit Committee may be obtained. In case of material related party transactions, shareholders approval will be obtained as and when applicable.

The detailed policy on dealings with Related Party transactions is available on the website of the company at www.tayo.co.in

iv) 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.

v) The Board has adopted the Risk Management policy and framework, and the same is being periodically reviewed.

vi) In preparation of financial statements, all the applicable accounting standards have been followed.

vii) Management Discussion and Analysis Report forms a part of the Director's Report.

viii) The relevant disclosures on the remuneration of directors have been included under "Remuneration Policy" in this Report.

ix) None of the Directors of the Company is holding any shares in the Company.

x) Senior management team has not entered into any material financial & commercial transaction, where they have any potential interest that may have a potential conflict with the interest of the Company at large.

xi) During the financial year 2014-15 the Authorized Share Capital of the Company was increased from Rs. 200.00 crores (Rupees two hundred crores only) to Rs. 350.00 crores (Rupees three hundred and fifty crores only) by creation of additional 1,50,00,000 (one crore fifty lakhs) Non-Cumulative Redeemable Preference Shares of Rs. 100/- (Rupees one hundred only) each. The Company had issued and allotted the aforesaid shares on a preferential basis to the Promoter of the Company. Tata Steel Limited has subscribed 8.50% Non Cumulative Redeemable Preference Shares of Rs. 63.00 crores (Rupees sixty three crores only) in tranches. The Audit Committee is monitoring the utilization and deployment of the funds raised by these issues as well as earlier issues of Redeemable Preference Shares.

xii) The Financial Results (under Clause 41 of the Listing Agreement) and Shareholding Pattern (under Clause 35 of the Listing Agreement) have also been uploaded on www.corpfiling.co.in

xiii) As per the requirements of Clause 49 I (A)(B)(C)(D) of the Listing Agreement, the company is complying with the Rights of Shareholders, Role of Stakeholders in Corporate Governance, Disclosure, Transparency and Responsibilities of the Board.

xiv) 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 expenses and also allowed reimbursement of expenses incurred for performance of his duties :Not Adopted 

 2. Shareholder Rights

The half yearly declaration of financial performance including summary of the significant events in the last 6 (six) months should be sent to each household of shareholders. :Not Adopted 

 3. Audit qualifications

The company may move towards a regime of unqualified financial statements :Not Adopted 

 4. Separate posts of Chairman and CEO

The Company may appoint separate persons to the post of Chairman and Managing Director :Adopted 

 5. Reporting of Internal Auditor

The Internal Auditor may report directly to the Audit Committee :Adopted 

RECONCILIATION OF SHARE CAPITAL AUDIT

A qualified Practicing Company Secretary carried out the Share Capital Reconciliation audit to reconcile the total issued and paid up capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) with the total issued and listed capital. The audit confirms that the total issued/ paid up capital is in agreement with the total number of Shares in the physical form and the total number of dematerialized shares held with NSDL and CDSL.

CEO / Dy. CFO CERTIFICATION

The Managing Director and Deputy Chief Financial Officer, who heads the Finance function, have submitted the required Certificate to the Board at its meeting held on April 21, 2015, wherein the Audited Accounts of the Company for the financial year 2014-15 were considered. 

MEANS OF COMMUNICATION

The quarterly and annual results along with the segmental report are generally published in Business Standard (in English) & Prabhat Khabar, Avenue Mail, Hindustan, Danik Bhaskar & Uditvani (in Hindi) and also been posted on Company's Web site www.tayo.co.in shortly after its submission to the Stock Exchange. 

GENERAL SHAREHOLDER INFORMATION 

i)  AGM: Date, time and venue :

Thursday, August 20, 2015 at 11:30 a.m. at the Auditorium of the Centre for Excellence, Jubilee Road, Bistupur - Jamshedpur - 831001

ii) As required under Clause 49(VIII)(E)(1), particulars of Directors seeking appointment / re-appointment are annexed to the Notice of the Annual General Meeting to be held on Thursday, August 20, 2015. 

iii) Financial Calendar : April to March

Annual General Meeting : August 20, 2015

Reviewed Financial Results :

Quarter 1, 2015-16 : 3rd week of July, 2015

Quarter 2, 2015-16 : 3rd week of October 2015

Quarter 3, 2015-16 : 3rd week of January 2016

Audited Financial Results Quarter 4, 2015-16 : 4th week of April 2016

iv) Date of book closure :

 August 4, 2015 to August 8, 2015 (both days inclusive)

v) Cut off date for e-voting :

August 13, 2015

vi) Remote e-voting period :

 August 17, 2015 to August 19, 2015

vii) Dividend Payment date :

The directors have not recommended any dividend for the financial year 2014 - 15.

viii) Listing on Stock Exchange :

The Company’s shares are listed on the Bombay Stock Exchange Ltd. (BSE)

The Company has paid the annual listing fees to the Stock Exchange where its shares are listed for the financial year 2014-15.

ix) Stock Code : 504961 (BSE)

x) Registrar & Transfer Agents  

TSR Darashaw Limited

6-10, Haji Moosa Patrawala Ind Estate, (Near Famous Studio) 20, Dr. E. Moses Road, Mahalaxmi, Mumbai - 400 011 Tel. no. : (022) 6656-8484 Fax no. : (022) 6656-8494/96  E-mail : csg-unit@tsrdarashaw.com  Website : www.tsrdarashaw.com   

Branch Offices of TSR Darashaw Ltd 

TSR Darashaw Limited

Bunglow No-1, “E” Road, Northern Town, Bistupur,Jamshedpur- 831 001 Phone : 0657-2426616 Fax : 0657- 2426937 E-mail : tsrdljsr@tsrdarashaw.com

TSR Darashaw Limited

503, Barton Centre, (5th Floor), 84, M.G.Road, Bangalore- 560 001 Phone : 080-25320321 Fax : 080-25580019 E-mail : tsrdlbang@tsrdarashaw.com

TSR Darashaw Limited

Tata Centre, 1st Floor, 43, Jawahar Lal Nehru Road, Kolkata- 700 071 Phone : 033-22883087 Fax : 033-22883062 Email : tsrdlcal@tsrdarashaw.com

TSR Darashaw Limited

2/42, Sant Vihar, Ansari Road Daryaganj, New Delhi- 110 002 Phone : 011-23271805 Fax : 011- 23271802 E-mail : tsrddel@tsrdarashaw.com

Agent of TSR Darashaw Limited: 

Shah Consultancy Services Limited Sumatinath Complex, 2nd Dhal Pritam Nagar, Ellis Bridge, Ahmedabad -380 006 Telefax : 079- 26576038 E-mail : Shahconsultancy@hotmail.com   

Investor Relation Assistance: 

Mr. Prashant Kumar

Company Secretary & Compliance Officer

Tayo Rolls Limited

Office of the Company Secretary,

Large Scale Industrial Estate,P.O. Gamharia - 832108 Dist: Seraikella- Kharsawan

Tel.No. 0657-6627140/6627141 Fax No.  :0657-6627143 E-mails :tayoregd@tayo.co.in  Investors_helpdesk@tayo.co.in    

Mr. Deepak Tambe Senior Associate

TSR Darashaw Ltd 6-10 Haji Moosa Patrawala Ind Estate, 20, Dr. E. Moses Road, Mumbai- 400 011   Phone 022- 66568484 Fax  022- 66568494/96  E-mail dtambe@tasdarashaw.com Website www.tsrdarashaw.com   

xi) Share transfer system:

a) Physical Form:

The Board has authorized a few Directors and the Company Secretary severally to approve the transfer of share.

Share transfer in physical form can be lodged either at the Registered Office of the Company or with TSR Darashaw Limited, the Registrar & Transfer Agents, at the above-mentioned address or any of their branch offices, addresses of which areavailable on their website.

Transfers are normally processed within 15 days from the date of receipt, provided the documents are complete in all respect. Certain executives (including the Managing Director) are severally empowered to approve transfers.

b) Demat Form:

The Company has made arrangements to dematerialize its shares through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and Company's ISIN No. is INE895C01011.The shares of the Company are actively traded in the Stock Exchange where they are listed. As on March 31, 2015, 95.97% shares of the Company were in Dematerialized form.

xv) The Company has no outstanding GDR/ADR/Warrants or any convertible instruments.

xii) Plant location

TAYO Works, Gamharia, Distt: Seraikella- Kharsawan, Jharkhand. 

 Registered Office Address : Annex -2, General Office Tata Steel Limited, P.O. & P.S. Bistupur, Jamshedpur - 831 001  Tel. (0657) 6627101/ 140/ 141E-mail tayoregd@tayo.co.in  Web-site www.tayo.co.in