Objective of CVM Tcil

THE TINPLATE COMPANY OF INDIA LIMITED
Ninetieth annual report 2008-2009

NOTICE
The Ninetieth Annual General Meeting of The Tinplate Company of India Limited will be held on
Monday, 31st August 2009 at 11.30 A.M. at the Williamson Magor Hall, The Bengal Chamber of
Commerce & Industry, 6 Netaji Subhas Road, Kolkata 700 001 to transact the following business :
1. To receive, consider and adopt the audited Profit and Loss Account for the year ended 31st
March 2009 and the Balance Sheet as at that date together with the Reports of the Board of
Directors and Auditors thereon.
2. To declare a dividend on the Non-cumulative Optionally Convertible Preference Shares.
3. To declare a dividend on the Equity Shares.
4. To appoint a Director in place of Mr Anand Sen, who retires by rotation and is eligible for
reappointment.
5. To appoint a Director in place of Mr Dipak Banerjee, who retires by rotation and is eligible for
reappointment.
6. To appoint Messrs Price Waterhouse, Chartered Accountants, as the Auditors of the Company,
to hold office from the conclusion of this meeting upto the conclusion of the next Annual
General Meeting of the Company on such remuneration and the manner of payment thereof
as may be mutually agreed upon between the Board of Directors and the Auditors, plus
reimbursement of service tax, out-of-pocket, traveling and living expenses.
7. To appoint a Director in place of Mr A K Basu who was appointed an Additional Director of
the Company by the Board of Directors with effect from 23rd October 2008 under Section 260
of the Companies Act, 1956 (the Act) and who holds office upto the date of the forthcoming
Annual General Meeting, but who 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 appoint a Director in place of Mr Tarun Kumar Daga who was appointed an Additional
Director of the Company by the Board of Directors with effect from 9th March 2009 under
Section 260 of the Companies Act, 1956 (the Act) and who holds office upto the date of the
forthcoming Annual General Meeting, but who 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.
9. Appointment of Mr Tarun Kumar Daga as Executive Director :
To consider and, if thought fit, to pass with or without modification the following resolution
as a Special Resolution :
RESOLVED that pursuant to the provisions of Sections 198, 269, 309 and other applicable
provisions, if any, of the Companies Act, 1956 (the Act) read with Schedule XIII of the Act and
6
subject to the approval of the Central Government, if necessary, the Company hereby approves
of the appointment and terms of remuneration of Mr Tarun Kumar Daga as the Executive
Director of the Company from 9th March to 16th June 2009, upon the terms and conditions
set out in the Explanatory Statement annexed to the Notice convening this meeting with liberty
to the Directors to alter and vary the terms and conditions of the said appointment in such
manner as may be agreed to between the Directors and Mr Tarun Kumar Daga.
RESOLVED FURTHER that the Board be and is hereby authorized to take all such step as may
be necessary, proper and expedient to give effect to this Resolution.
10. Appointment of Mr Tarun Kumar Daga as Managing Director :
RESOLVED that pursuant to the provisions of Sections 198, 269, 309 and other applicable
provisions, if any, of the Companies Act, 1956 (the Act) read with Schedule XIII of the Act and
subject to the approval of the Central Government, if necessary, the Company hereby approves
of the appointment and terms of remuneration of Mr Tarun Kumar Daga as the Managing
Director of the Company for a period of 5 years with effect from 17th June 2009, upon the
terms and conditions (including remuneration to be paid in the event of inadequacy of profits
in any financial year during the aforesaid period) as set out in the Explanatory Statement
annexed to the Notice convening this meeting with liberty to the Directors to alter and vary
the terms and conditions of the said appointment in such manner as may be agreed to between
the Directors and Mr Tarun Kumar Daga.
RESOLVED FURTHER that the Board be and is hereby authorized to take all such step as may
be necessary, proper and expedient to give effect to this Resolution.
11. Revision in the terms of remuneration of Mr B L Raina, Managing Director :
RESOLVED that in partial modification of Resolution No.12 passed at the Annual General
Meeting of the Company held on 11th July 2006 and in accordance with the provisions of
Sections 198, 269, 309, 310 and other applicable provisions, if any, of the Companies Act, 1956
(the Act) read with Schedule XIII of the Act and subject to the approval of the Central
Government, if necessary, the Company hereby approves the revised terms of remuneration of
Mr B L Raina, Managing Director, with effect from 1st April 2009 for the remainder of the tenure
of his contract i.e. upto 16th June 2009, as set out in the Explanatory Statement annexed to
the Notice convening this meeting.
12. Payment of Commission to the non-whole-time Directors of the Company :
RESOLVED that pursuant to the provisions of Section 309 and other applicable provisions, if any,
of the Companies Act, 1956 (the Act), a sum not exceeding one percent per annum of the net
profits of the Company calculated in accordance with the provisions of Sections 198, 349 and
350 of the Act, be paid to and distributed amongst the Directors of the Company or some or
7
any of them (other than the Managing Director and the Whole time Director, if any) in such
amounts or proportions and in such manner and in all respects as may be directed by the
Board of Directors and such payments shall be made in respect of the profits of the Company
for each year of the period of five years commencing from 1st April 2008.
Registered Office : By Order of the Board

4, Bankshall Street
Kolkata 700001 S KAR
Dated : 8th June, 2009 Company Secretary
NOTES :
(a) The relative Explanatory Statements, pursuant to Section 173 of the Companies Act, 1956,
in respect of the business under Item Nos. 7 to 12 above, are annexed hereto. The relevant
details of directors seeking reappiontment under Item Nos. 4, 5, 7 and 8 above pursuant
to Clause 49 of the Listing Agreements entered into with the Stock Exchanges are also
annexed.
(b) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND
AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE
COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY
NOT LESS THAN 48 HOURS BEFORE THE MEETING.
(c) The Register of Members and Transfer Books of the Company will be closed on Thursday,
23rd July and Friday, 24th July 2009.
(d) If dividends on the Preference and Equity Shares as recommended by the Board of
Directors are passed at the meeting, payment of such dividends will be made on and after
4th September 2009 to those members whose names are on the Companys respective
Register of Members on 24th July 2009. In respect of Equity Shares held in electronic form,
the dividend will be payable to the beneficial owners of shares as at the end of business
hours on 22nd July 2009 as per details furnished by the Depositories for this purpose.
(e) Members are requested to bring the attendance slips along with copies of Annual Report
to the Meeting.
(f ) Members desiring any 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.
(g) As per the provisions of the Companies Act, 1956 facility for making nominations is
available to the Members in respect of the shares held by them. Nomination forms can
be obtained from the Companys Registrars and Transfer Agents, TSR Darashaw Limited
whose addresses are given hereunder.
8
Annexure to Notice
As required by Section 173(2) of the Companies Act, 1956 (hereinafter referred to as the Act) the
following Explanatory Statements set out all material facts relating to the business mentioned under
item Nos. 7 to 12 of the accompanying Notice dated 8th June 2009.
Item No. 7
The Board of Directors of the Company at its meeting held on 23rd October 2008 appointed Mr
Ashok Kumar Basu as an Additional Director with effect from 23rd October 2008, in accordance
with the provisions of Article 90 of the Articles of Association of the Company read with Section
260 of the Act. Mr Basu holds office only upto the date of the forthcoming Annual General
Meeting. A notice has been received from a Member as required under Section 257 of the Act,
proposing Mr Ashok Kumar Basu as a candidate for the office of Director.
Mr Basu, I.A.S. (Retd) has worked in various capacities in the Government of West Bengal and
Government of India. He was Secretary, Ministry of Steel and Mines, from August 1997 to May
2000, Secretary Ministry of Power from June 2000 to March 2002 and Chairman, Central Electricity
Regulatory Commission during April 2002-2007.
The Board considers that the appointment of Mr Basu as a Director will immensely benefit the
Company and commends the resolution for approval by the Members.
Save and except Mr Basu no other Director of the Company is concerned or interested in the
resolution.
Item No. 8 to 10
The Board of Directors of the Company (the Board) appointed Mr Tarun Kumar Daga as an
Additional Director of the Company with effect from 9th March, 2009 and also as the Executive
Director (ED) of the Company with effect from the same date for a period of 5 years subject to
the approval of the Members. On the recommendation of the Remuneration Committee the
Board at its meeting held on 7th April 2009 approved the terms and conditions of Mr Dagas
appointment, subject to the approval of the Members and the Central Government, if necessary.
On the recommendation of the Remuneration Commitee, the Board, at its meeting held on 8th
June, 2009 appointed Mr Daga as the Managing Director (MD) of the Company, for a period of 5
years from 17th June 2009 and approved the terms and conditions of his appointment, subject
to the approval of the Members at the Annual General Meeting of the Company and the Central
Government, if necessary.
Mr Daga holds a BE (Electrical & Electronics) degree from BITS, Pilani, a PGDM from IIM, Lucknow
and has completed a General Management Programme at CEDEP (INSEAD), France. He joined
Tata Steel Ltd. in 1991 and his service was seconded to the Company in 1997 and has over 18
years of experience in the Steel /Tinplate Industry. He has held various positions in the Company
and since October 2006 Mr Daga was designated as Chief Operating Officer of the Company and
from 9th March 2009 Mr Daga was designated as Executive Director.
9
The main terms and conditions relating to the appointment of Mr Daga as ED and MD are as
follows :
1. Period : From 9th March 2009 to 16th June 2009 as ED
From 17th June 2009 for a period of 5 years as MD
2. Nature of Duties :
Mr Daga shall devote his whole time and attention to the business of the Company and carry
out such duties as may be entrusted to him by the Board from time to time and separately
communicated to him and such powers as may be assigned to him, subject to the
superintendence, control and directions of the Board in connection with and in the best
interest of the business of the Company.
3. A) Remuneration :
Salary :
Rs. 1,22,000 per month as ED and Rs.1,40,000 per month as MD, with annual increments
effective 1st April every year, as may be decided by the Board, based on merit and taking
into account the Companys performance for the year. The benefits, perquisites and
allowances will be determined by the Board from time to time. Commission or
Performance-linked Bonus will be based on certain performance criteria to be prescribed
by the Board.
B) Minimum Remuneration :
Notwithstanding anything to the contrary herein contained, where in any financial year
during the currency of Mr Dagas tenure, the Company has no profits or its profits are
inadequate, the Company will pay to Mr Daga remuneration by way of salary, benefits,
perquisites and allowances and commission or performance-linked bonus as specified
above.
4. Other terms of appointment :
(i) The terms and conditions of Mr Dagas appointment may be altered and varied from
time to time by the Board as it may, in its discretion, deem fit, within the maximum
amount payable to Mr Daga in accordance with Schedule XIII to the Act or any
amendments made hereinafter in this regard in such manner as may be agreed to
between the Board and Mr Daga, subject to such approvals as may be required.
(ii) The appointment may be terminated by either party giving to the other party three
months notice of such termination or the Company paying three months remuneration
in lieu thereof.
(iii) Mr Daga shall not become interested or otherwise concerned, directly or through his
spouse and/or children in any selling agency of the Company.
(iv) Mr Dagas employment may be terminated by the Company without notice or payment
in lieu of notice :
10
(a) if Mr Daga is found guilty of any gross negligence, default or misconduct in
connection with or affecting the business of the Company to which he is required
by the agreement to render services ; or
(b) in the event of any serious repeated or continuing breach (after prior warning) or
non observance by Mr Daga of any of the stipulations contained in the agreement
to be executed between the Company and Mr Daga ; or
(c) in the event the Board expresses its loss of confidence in Mr Daga.
(v) Upon the termination by whatever means of Mr Dagas employment:
(a) Mr Daga shall immediately tender his resignation as Director of the Company and
from such other offices held by him in the Company, without claim for compensation
for loss of office.
(b) Mr Daga shall not without the consent of the Company at any time thereafter
represent himself as connected with the Company.
(vi) Mr Daga is appointed by virtue of his employment in the Company and his appointment
is subject to the provisions of Section 283(1)(l) of the Act.
(vii) The terms and conditions of appointment of Mr Daga also include clauses pertaining
to adherence with the Tata Code of Conduct, no conflict of interest with the Company
and maintenance of confidentiality.
(viii) If and when the agreement expires or is terminated for any reason whatsoever, Mr Daga
will cease to be MD and also cease to be a Director. If at any time
Mr Daga ceases to be a Director of the Company for any reason whatsoever, he shall
cease to be the MD and the agreement shall forthwith terminate. If at any time Mr
Daga ceases to be in the employment of the Company for any reason whatsoever, he
shall cease to be a Director and the MD of the Company.
An abstract of the terms of remuneration of Mr Daga pursuant to Section 302 of the Act was sent
to the Members in April and June 2009.
No Director other than Mr Daga is concerned or interested in the resolutions as set out in Item
Nos. 8 to 10 of the convening Notice.
Having regard to Mr Dagas knowledge and experience the Board considers that Mr Dagas
appointment as ED from 9th March, 2009 to 16th June, 2009 and MD from 17th June 2009 for a
period of 5 years would be beneficial to the Company and accordingly recommends the
acceptance of the resolutions set out in Item Nos. 8 to 10 of the convening Notice.
Item No.11
At the Annual General Meeting of the Company held on 28th July 2005 the Members had approved
the reappointment of Mr B L Raina as Managing Director of the Company for the period 24th
August 2005 to 16th June 2009 on the terms and conditions as contained in the resolution as well
as in the Explanatory Statement forming part of the Notice of the said Annual General Meeting.
11
At the Annual General Meeting of the Company held on 11th July 2006 the Members had approved
the revision in the terms of remuneration relating to perquisites and allowances of Mr Raina for
the period 24th August 2005 to 16th June 2009 on the terms and conditions as contained in the
resolution as well as in the Explanatory Statement forming part of the Notice of the said Annual
General Meeting.
The Remuneration Committee and the Board of Directors of the Company, at their meetings held
on 11th May 2009 approved the revision in the upper limit of the present salary scale of Mr Raina
from Rs. 2,40,000/- per month to Rs. 3,00,000/- per month with effect from 1st April 2009 and
increased his salary to Rs. 2,60,000/- per month with effect from 1st April 2009.
The other terms and conditions of Mr Rainas appointment as Managing Director as enumerated
in the Resolution No. 6 passed at the Annual General Meeting of the Company held on 28th July
2005 and Resolution No. 12 passed at the Annual General Meeting of the Company held on 11th
July 2006 and the Explanatory Statements thereto, remain the same.
Pursuant to the provisions of Sections 198, 269, 309, 310 and Schedule XIII of the Act, the approval
of the Members in the General Meeting is required to be obtained for the above increase in the
remuneration of Mr Raina as set out in item No. 11 of the Notice.
No Director other than Mr Raina is concerned or interested in the resolution as set out in Item
No.11 of the convening Notice.
The aforesaid details may be treated as an abstract of the terms of re-appointment of Mr Raina in
terms of Section 302 of the Act.
The Board commends the resolution at item No.11 for approval by the Members.
In terms of the amended Schedule XIII of the Act, the following information is given to the Members :
I. General Information:
(1) Nature of Industry : Manufacturers of electrolytic Tinplate and Cold

Rolled Products
(2) Date of commencement of
commercial production : December 1922
(3) Financial Performance : Rs. in lakhs
Year Income Operating Net
Profit / Profit /
(Loss) (Loss)
before after
tax tax
2004-05 26348.33 3212.95 3047.95
2005-06 41513.84 3950.10 4895.63
2006-07 47009.96 3068.59 1888.09
2007-08 41038.87 807.58 394.49
2008-09 67077.92 6267.22 3480.18
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(4) Export Performance : About 25% of the Companys products are being
exported mainly to countries in Far East like
Taiwan, China, South East Asia like Indonesia,
Singapore, Malaysia, Thailand, West Asia Region
like Iran, UAE, Oman, Jordan, Saudi Arabia,
European Union like Italy, Spain and UK and
other neighbouring countries like Nepal,
Bangladesh and Sri Lanka.
(5) Foreign investments or
Collaborators : Nil
II. Information about the appointee :
(1) Background details : Mr B L Raina (the Appointee) is a Graduate in

Mechanical Engineering and holds a Post
Graduate Diploma in Business Administration
(XLRI, Jamshedpur). He has completed a General
Management Programme at CEDEP (INSEAD),
France. He has 39 years of experience in diverse
functions ranging from Production,
Maintenance, Marketing & International Trade
all with Tata Steel and its associate Companies.
Prior to joining the Company, he was Director
of Tata Steels International Trading Division.
(2) Past Remuneration : Year ending

31st March Rs. lakhs
2005 48.07
2006 61.25
2007 67.97
2008 84.17
2009 103.80
(3) Recognition and Awards : The Appointee takes a lot of interest in extra
mural activities and has active involvement in
many professional and social bodies.
(4) Job profile and his suitability : The Appointee devotes wholetime attention to
the management of the affairs of the Company
and exercises powers subject to the
superintendence, direction and control of the
Board of Directors.
(5) Remuneration proposed : Increase in salary.
13
(6) Comparative remuneration : Taking into consideration the size of the Company,
with respect to industry, size its profits and the qualification and experience
of the Company, profile of the of the Appointee, the responsibilities shouldered
position and person by him and the industry benchmarks, the
remuneration proposed to be paid is
commensurate with the remuneration packages
paid to similar senior level appointees in other
Companies.
(7) Pecuniary relationship directly : Except for salary, perquisites and allowances
or indirectly with the Company, received from the Company, the Appointee does
or relationship with the does not have any pecuniary relationship directly
managerial personnel, if any or indirectly with the Company or relationship
with managerial personnel.
Item No.12
Taking into account the responsibilities of the Directors, it is proposed that in terms of Section
309(4) of the Act, the Directors (apart from the Managing Director and the Whole-time Directors,
if any) be paid, for each of the five financial years of the Company commencing 1st April 2008,
remuneration not exceeding one per cent per annum of the net profits of the Company computed
in accordance with the provisions of the Act. This remuneration will be distributed amongst all or
some of the Directors in accordance with the directions given by the Board.
All the Directors of the Company except the Managing Director and the Executive Director is
concerned or interested in the Resolution at item No.12 of the Notice to the extent of the
remuneration that may be received by them.
Details of the Directors seeking reappointment/appointment at the Annual General Meeting
Name of Director Mr Anand Sen Mr Dipak Banerjee Mr A K Basu Mr Tarun Kumar Daga
Date of Birth 17th September 1959 19th February 1946 24th March 1942 9th January 1966
Date of
Appointment 25th July 2002 28th July 2003 23th October 2008 9th March 2009
Qualification B.Tech. (Met), PGDBM B.Com (Hons), ACA B.Com(Hons), BE, PGDM
IAS (Retd.)
Expertise in Expertise in the Expertise in the Expertise in Infra- Experienced in

specific field of Marketing, field of finance structure, Power Marketing & Sales,
functional presently Vice- and strategic and General presently Managing
areas President (TQM & planning Administration Director of The Tinplate
Flat Products) of Co. of India Ltd.
Tata Steel Ltd.
14
Details of the Directors seeking reappointment/appointment at the Annual General Meeting
(Contd.)
Name of Director Mr Anand Sen Mr Dipak Banerjee Mr A K Basu Mr Tarun Kumar Daga
Directorship Tata Ryerson Ltd. Tata Metaliks Ltd. Visa Comtrade Ltd. Nil
held in other Tata Bluescope Ltd. DIC India Ltd. Usha Martin Ltd.
Companies* Tayo Rolls Ltd. TM International Andrew Yule & Co.
Logistics Ltd. Ltd.
Tata Sponge Iron Tata Metaliks Ltd.
Ltd. West Bengal Power
Tata Metaliks Development
Kubota Pipes Ltd. Corpn. Ltd.
Mjunction Services Visa Power Ltd.
Ltd. JSW (Bengal) Steel
Shristi Infrastructure Ltd.
Development Corpn. Tata Power Co. Ltd.
Tayo Rolls Ltd.
Membership/ Tata BlueScope Tata Metaliks Ltd. Andrew Yule Co. Nil
Chairmanship Ltd. (AC) (AC) Ltd. (AC)
of Committees** Tayo Rolls Ltd. DIC India Ltd. (AC) JSW (Bengal) Steel
across public (SGC) TM International Ltd. (AC)
Companies Logistics Ltd. (AC) Visa Power Ltd. (AC)
Tata Sponge Iron Ltd.
(AC) & (SGC)
Mjunction Services
Ltd. (AC)
Shristi Infracture
Development Corpn.
Ltd. (AC)
No. of shares Nil Nil Nil Nil

held in the
Company
* Private Limited Companies, foreign Companies and Companies under Section 25 of the Companies
Act are not considered.
** Includes Audit Committee (AC) and Shareholders Grievance Committee (SGC).
15
TSR DARASHAW LIMITED (Formerly Tata Share Registry Limited)
Name Office
REGISTERED OFFICE
TSR DARASHAW LIMITED Tel. 022-66568484
6-10 Haji Moosa Patrawala Ind. Estate, Fax 022-66568494
20 Dr E Moses Road, Mahalaxmi,
Mumbai - 400 011
E-mail : csg-unit@tsrdarashaw.com
Web : www.tsrdarashaw.com
BRANCH OFFICES
1. Bangalore
503, Barton Centre (5th Floor) Fax 080-25580019
84, Mahatma Gandhi Road,
Bangalore-560 001
E-mail : tsrlbang@tsrdarashaw.com
2. Jamshedpur
Bungalow No. 1, Fax 0657-2426937
E Road, Northern Town, Bistupur,
Jamshedpur-831 001
E-mail : tsrljsr@tsrdarashaw.com
3. Kolkata
TSR DARASHAW LIMITED Tel 033-22883087
Tata Centre, 1st Floor, Fax 033-22883062
43, Jawaharlal Nehru Road,
Kolkata-700 071
E-mail : tsrlcal@tsrdarashaw.com
4. New Delhi
TSR DARASHAW LIMITED Tel 011-23271805
2/42, Sant Vihar, Fax 011-23271802
Ansari Road, Daryaganj,
New Delhi-110 002
E-mail : tsrldel@tsrdarashaw.com
16
Directors Report
TO THE MEMBERS
The Directors hereby present their Ninetieth Annual Report on the business and operations
of the Company and the Audited Financial Accounts for the year ended 31st March, 2009.
FINANCIAL RESULTS
FY 2008-09 FY 2007-08
Rupees Lakhs Rupees Lakhs
Net Sales/Income ..................................................................................... 66,029 39,884
Total Expenditure ..................................................................................... 55,496 36,708
Operating Profit ........................................................................................ 10,533 3,176
Add : Dividend and Other Income .................................................... 1,049 1,155
Profit before Interest, Depreciation and Taxes ............................... 11,582 4,331
Less : Interest ............................................................................................. 2,509 1,263
Profit before Depreciation and Taxes .............................................. 9,073 3,068
Less : Depreciation ..................................................................................... 2,806 2,260
Profit before Taxes .................................................................................. 6,267 808
Less : Provision for Taxation
Provision for Current Taxation ....................... 703 84
Less : MAT Credit ................................................. 703 - -
Provision for Fringe Benefit Tax ......................................... 63 50

Deferred Taxation ..................................................................... 2,724 279
Profit after Taxes ....................................................................................... 3,480 395
Add: Balance brought forward from previous year ..................... 3,067 2,672
Balance ........................................................................................................ 6,547 3,067
Which the Directors have appropriated as under to : ...............
(i) Proposed Dividend (Preference + Equity) ..................... 1,672 -
(ii) Tax on Dividend ..................................................................... 284 -
(iii) General Reserve ...................................................................... 87 -
TOTAL .............................................................................................................. 2,043 -
Leaving a balance to be carried forward ......................................... 4,504 3,067
BUSINESS RESULTS
During the year under review your Companys operating performance improved significantly
compared to the previous year, in terms of sales, production as well as margins. It may be
noted that the financial performance of the tinplate industry worldwide had been declining
till the previous year and the situation was expected to continue. However, in the first half of
the year under review, the general business environment became favourable with increase in
demand and prices, leading to healthier margins for the tinplate industry world-wide.
Accordingly, your Company generated significantly higher realizations over key input costs of
hot rolled coils and tin, as compared to the previous year.
17
In addition, your Company also commissioned its second tinning line having 200,000 tons per
annum capacity, at its premises in Jamshedpur. The benefits on account of this line coming
into operations accrued to the Company from October 2008. Consequently, your Company was
able to record a better performance during the year under review with profit before tax being
Rs. 6,267 lakhs compared to Rs. 808 lakhs in the previous year.
DIVIDEND
In view of the improved operating results, your Directors are pleased to recommend for the
year ended 31st March, 2009, dividend on preference shares at the rate of 12.5% for the period
1st April, 2008 to 15th January, 2009 and at the rate of 8.5% for the period 16th January, 2009
to 31st March, 2009 and on the equity shares at Rs.1.25 per equity share. The payment of
dividend is subject to the approval of the Shareholders at the Annual General Meeting.
MODERNISATION & CAPACITY EXPANSION
During the past decade, your Company had invested in continuous improvement activities as
well as de-bottlenecking and modernisation projects. As a result, your Companys capacity of
electrolytic tinplate and tin free steel increased to 1,79,000 tons per annum in 2008.
As part of the Companys strategy to increase the scale of its operations by another 2,00,000
tons per annum, your Company in FY2006-07 initiated the setting up of a second tinning line
and a second cold rolling mill within the Companys existing premises at Jamshedpur at a total
project outlay of about Rs. 62,200 lakhs. As a first step, your Company commissioned the second
tinning line in October 2008, taking the companys capacity to 3,79,000 tons per annum of
electrolytic tinplate and tin free steel. In order to ensure self sufficiency in feedstock for
operating the second tinning line, your Company is presently in the midst of setting up the
second cold rolling mill. The second cold rolling mill is expected to be commissioned in 2010.
With the commissioning of this facility, your Company will become self sufficient for fully
meeting the needs of the two tinning lines.
FUNDING EXPANSION AND RIGHTS ISSUE
For financing the on-going expansion referred above, your Company has proposed a Rights
Issue of Rs 38,000 lakhs and Term Loans of Rs 24,200 lakhs from Banks. The Issue will comprise
of a Rights Issue of Equity Shares upto Rs 20,000 lakhs and simultaneous but unlinked issue
of Fully Convertible Debentures up to Rs 18,000 lakhs to the existing Shareholders of the
Company. As an interim arrangement for financing this project, your Company had taken Inter
Corporate Deposit of Rs 18,000 lakhs from Tata Steel, which has since been converted into a
Term Loan facility.
The draft Letter of Offer for the Rights Issue has been filed with the Securities and Exchange
Board of India (SEBI) for their observations and comments. SEBIs initial observations have
been replied to and their final observations, if any, are awaited. The terms and conditions of
the Rights Issue would be determined nearer to the time of the issue.
In connection with the proposed Rights Issue, the Authorized Share Capital of your Company
has been increased from Rs 32,650 lakhs to Rs 42,650 lakhs through a postal ballot approved
by the Shareholders.
18
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management
Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding
compliance of conditions of Corporate Governance are made part of this Annual Report. A
note on the Companys corporate sustainability initiatives is also included.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO
Details of conservation of energy, technology absorption and foreign exchange earnings and
outgo as per Section 217(1)(e) of the Companys Act, 1956 (the Act) read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, are given in
Annexure I to this Report.
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 217 (2A) of the Act, read with the
Companies (Particulars of Employees) Rules, 1975 as amended, regarding employees is given
in Annexure II to this Report.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Act, the Directors wish to certify :
a) That in the preparation of the annual accounts, the applicable Accounting Standards
have been followed along with proper explanations relating to material departures.
b) That they have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company at the end of the financial year and
the profit of the Company for that period.
c) That 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 Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.
d) That they have prepared the annual accounts on a going concern basis.
DIRECTORS
In accordance with the provisions of the Act and the Companys Articles of Association,
Mr Anand Sen and Mr Dipak Banerjee, retire by rotation and are eligible for re-appointment.
IDBI Bank Ltd. withdrew the nomination of Mr Chinubhai Shah with effect from 8th September
2008 and did not nominate any person in his place. The Directors place on record their
appreciation of the valuable services rendered by Mr Chinubhai Shah during his tenure of
Directorship.
LIC of India nominated Mr B N Samal as their Nominee on the Board with effect from 15th
September 2008 in place of Mr N Ramasubramanian. The Directors placed on record their
appreciation of the valuable services rendered by Mr N Ramasubramanian during his tenure
of Directorship.
19
Mr Ashok Kumar Basu was appointed by the Board as an Additional Director of the Company
with effect from 23rd October 2008. In accordance with Article 90 of the Articles of Association
of the Company and Section 260 of the Act, Mr Basu will hold office up to the forthcoming
Annual General Meeting. Necessary notice in writing has been received from a member under
Section 257 of the Act, signifying his intention to propose the appointment of Mr Basu as a
Director of the Company.
Mr Tarun Kumar Daga was appointed as an Additional Director and Executive Director with
effect from 9th March 2009.
Mr B L Raina, Managing Director of the Company would be retiring as the Managing Director
with effect from the close of business on 16th June, 2009. The Directors would like to place
on record the outstanding leadership and commendable contribution made by Mr Raina to
the Company during his tenure as Managing Director since 24th August, 1997 in turning
around the Company and placing it on the growth path.
On 8th June, 2009 the Board of Directors appointed Mr Tarun Kumar Daga as the Managing
Director of the Company with effect from 17th June, 2009 upon the retirement of Mr B L Raina
as the Managing Director of the Company. The approval of the Shareholders is being sought
for the appointment and remuneration payable to Mr Daga as the Managing Director of the
Company for a period of five years.
AUDITORS
The Members are requested to appoint the Auditors and fix their remuneration. Messrs Price
Waterhouse, Chartered Accountants, the retiring auditors have furnished a certificate of their
eligibility for re-appointment as required under the Act.
ACKNOWLEDGEMENT
The Directors wish to convey their appreciation to all the employees of the Company for their
personal efforts as well as their collective contribution under difficult competitive conditions,
during the year under review. Recognized Unions at Jamshedpur and Kolkata have co-
operated in an exemplary manner towards achieving the objectives of your Company.
The Directors would also like to thank the shareholders, customers, suppliers, bankers, financial
institutions, central and state government agencies and all other business associates for their
continuous support to the Company.
On behalf of the Board of Directors

B Muthuraman
Mumbai, 8th June 2009 Chairman
20
MANAGEMENT DISCUSSION AND ANALYSIS
BUSINESS REVIEW
Tinplate is a downstream steel product and is ideally suited for packaging processed edibles
: approx 65-70% of global tinplate consumption is for processed foods and beverages. The
world is today grappling with environment concerns and packaging waste is cause of concern.
Tinplate is the most eco friendly packaging medium and in the developed world has played
a role in facilitating growth of processed food and beverages industry, ensuring protection,
improved shelf life and aesthetics / shelf appeal to promote brand equity of the product
packed inside.
It is an established phenomenon world wide that packaging industry growth is dependent
on the rate of growth of economic growth of a region / country. The growth at relatively
higher rates in emerging economies of BRIC, ASEAN as compared to developed economies
like Europe, USA, Japan will ensure that Asian markets will be the prime driver of growth.
The Company is essentially a producer of a single product that is tinplate. The production
process or conditions at the cold rolling mill and the electrolytic tinning lines are varied to
produce different categories of tinplate. The parameters on which the categories differ could
include thickness, width, sheet length, coil, coating, finish and hardness depending on its
enduse.
As a part of its strategy for growth / competitiveness, your Company is presently in the midst
of increasing its production capacity by another 200,000 tons per annum. For this purpose,
the second tinning line was commissioned in October 2008 and the second cold rolling mill
to ensure self sufficiency of raw material for the tinning line is under implementation.
With a leading market share position in India and 25-30% of business being exported, your
company not only occupies pride of place in India but during the year under review, has
become the largest tinplate producing facility in SE / West Asia after commissioning of the
second electrolytic tinning line in October 2008.
Threat of substitutes, unsatisfactory consumer mindshare and growing competition in the
tinplate industry are the few challenges which the tinplate industry in general and your
Company will continue to face. Your Company is trying to enhance its value proposition,
increase engagement across the industry value chain and offer full range of competitive
products. End use based consumer research is also undertaken to better appreciate packaging
needs of consumers and to develop a better ability to connect with brand owners, in
partnership with fabricators.
INDUSTRY STRUCTURE AND DEVELOPMENTS
Your Company is based in Jamshedpur in the state of Jharkhand in India. There are two other
indigenous producers in India one in Orissa and another in Gujarat. Your Company estimates
that tinplate consumption in India is presently, approximately 350,000 400,000 tonnes per
annum and your Company has approximately one-third market share in India and imports
account for more than 50% of the market share in India.
Indian Tinplate Industry : Consumption of Tinplate in India at approx 0.30-0.40 kg / capita
is much lower compared to 8 to 12kg / capita in many developed nations. Even a similar
developing economy like China, consumes 1kg / capita. With expectation of economic growth,
your company estimates that the packaging industry in India is also poised for growth and
hence, it is expected that tinplate demand will also grow, provided of course the indigenous
players undertake robust development efforts. However, your Company believes that there is
rampant use of sub- standard imported tinplates and repetitive use of cans for multiple uses
though hygiene and existing laws require only fresh tin cans to be used. The Government
21
gazetted a Steel Quality Control Order in February 2009 but later dropped its implementation. The
customs duty for import of tinplate into India continues to remain at a very low level of 5% and in
fact for a brief period in 2008 it was even made zero. The business has also been impacted by the
changes in the business environment during past 3-4 years :
l Capacity increases / decreases in Asia / Europe and also considerable variation in realisations over
input raw material costs of Hot Rolled Coils and Tin.
l Very low customs duties for both prime and non prime tinplate imports consequently, imports
continue at very high levels.
l Volatility in foreign exchange rates.
The Company continues to promote consumption of tinplate in India through the Tinplate Promotion
Council (TPC) and over the years held international tinplate seminars, hosted Awards Nite for Packaging
excellence to encourage the industry efforts towards promoting convenience and innovation in
packaging as also reach out to end use industries. The Company is working with leading brand owners
for fresh applications for tinplate packaging and developing solutions.
Global tinplate business : Your Company believes that world wide packaging industry growth is
dependent on the rate of economic growth of a region / country. Although main consumers have
been developed nations in Europe, USA & Japan consuming more than 70% of world tinplate, of late
increasing production / consumption is noticeable in developing economies. The growth at relatively
higher rates in emerging economies of BRIC, ASEAN as compared to developed economies like Europe,
USA, Japan will ensure that Asian markets will be the prime driver of growth for tinplate industry as
well. With Asia becoming the driver for growth, new capacities are coming up in emerging economies
like China, India and Thailand. Major producers in Europe / USA / Australia and even Asia have initiated
rationalizing of capacities or shift of manufacturing facilities to cost advantageous regions. With
emergence of alternate substrata (tetra pack, pet, plastics), especially for packaging edibles, the tinplate
industry, globally, has had to address Substitution Threat and has been focusing on Light-weighting
to improve cost competitiveness (for example, it is estimated that beverage cans have become 35%
lighter over last two decades).
OPERATIONAL PERFORMANCE
During the year under review, your Company achieved highest ever production mainly due to
commissioning of the second tinning line at Jamshedpur and procurement of tin mill black plate from
external sources. However production at the Cold Rolling Mill was slightly lower as compared to
previous year mainly due to cuts in production to reduce working capital in response to the slow
down in the second half of FY 0809, especially December 2008 / January 2009
185246 181523
185572 178841
168133 177446
157431
151521
FY06 FY07 FY08 FY09 FY06 FY07 FY08 FY09
ETP Production (MT) CRM Production (MT)
22
The Company has started collaborating with Corus, one of the world leaders in tinplate
business, especially towards promoting tinplate business and sharing good operating practices.
Over the years, your Company will be in a position to leverage the excellent R&D and
application engineering capabilities at Corus and together strive to emerge as world leaders.
FINANCIAL PERFORMANCE
The performance during 2008-09 has been most satisfying, especially when the business
environment was comparatively unpredictable and volatile. Your Company has been able to
emerge stronger and reached all time record profit performance. Despite many constraints
the Working Capital has been maintained at a reasonable level.
Your Companys strategy required expansion with agility to ensure competitiveness.

Accordingly, your Company is investing in expansion to increase tinplate production capacity
by 200,000 tons per annum this expansion is being conducted over a four year period
covering 2006-2010. Funds for the second tinning line project were ensured by availing buyers
credit and also Inter Corporate Deposits from Tata Steel (since converted into a Term Loan).
Availment of such additional loan for the 2nd Tinning Line (ETL-2), which was commissioned
in October 2008, resulted in a higher interest charge for 6 months in 2008-09. Your Company
has now proposed a Rights Issue of Rs. 38,000 lakhs, proceeds of which will be utilized for
funding the second cold rolling mill project and repayment of the aforesaid Term Loan.
The consequences of the global financial crisis were felt in India in October/November 2008
and it took Indian Industries some time to respond. The crisis was accompanied by demand
recession and supplies far exceeded the requirements, resulting in inventory pile-ups, across
industries. Tinplate business was also faced with cancellation of orders, especially from
international markets, either due to demand fall or credit concerns. The issue which occupied
your Company foremost during H2 FY 0809 on account of economic downturn was the need
to manage working capital and matching cash inflows with outflows. A Crisis Management
team was formed to address various aspects of cash management, reducing working capital,
reducing operating expenditure, reducing capital expenditure, curtailing production, and
deferring non essential capital expenditure.
However, in spite of the meltdown your Company has not changed its strategic direction of
pursuing its Growth agenda since it is important for future competitiveness and sustainability.
The profit before tax increased from Rs. 807.58 lakhs in 2007-08 to Rs. 6267.22 lakhs in 2008-
09 and is mainly due to increased sales on account of higher volumes and higher realization,
partly offset by higher manufacturing and other expenses, interest and depreciation. The
increase in manufacturing and other expenses from Rs. 36,707.61 lakhs to Rs. 55,496.37 lakhs
is mainly due to increase in purchase of finished goods of Rs. 7841.64 lakhs on account of
higher volume of 1,774 MT and higher cost of about Rs. 16000 per MT; increase in consumption
of raw materials by Rs. 5,697.63 lakhs mainly on account of TMBP consumption on own account
in ETL-2; and increase in salaries, wages and bonus etc. mainly due to increments, higher D.A.
etc. (about Rs. 690 lakhs) and charge of unamortized compensation under VRS/ESS (Rs. 606.29
lakhs).
23
The increase in Depreciation to Rs. 2805.76 lakhs from Rs. 2259.92 lakhs is mainly due to
depreciation of Rs. 487 lakhs on ETL- 2 commissioned during the year. The increase in interest
from Rs.1263.76 lakhs to Rs. 2508.57 lakhs is mainly due to the interest on loan from Tata Steel
Ltd.
OPPORTUNITIES AND THREATS
Opportunities :
l Per capita consumption of tinplate in India is 0.35-0.40 kg compared to China which has
+1 kg : this provides great opportunity to this business mainly due to expected growth
and prosperity in India, which will include improvement and growth in retailing.
l Tinplate is one of the environment friendly packaging media and eco consciousness is
spreading in India.
l India has potential to become Food Factory to the World since it is ranked amongst the
top in many food, fruit and vegetable categories. The packaging industry is primarily
dependent on consumption from food and beverage industry. The Ministry of Food
Processing, Government of India has been continuously encouraging the growth of the
processed food industry thru policy interventions and Food Safety/Standards enactment.
l Tinplate Industry strives to remain competitive vis-à-vis alternate media thru light
weighing i.e. introducing thinner products and lower tin coated products for similar
applications for enhancing customer competitiveness. Your Company has the capability
to produce Double Reduced Tinplate products which are thinner compared to
conventional Tinplate products.
Threats :
l HR Coils and Tin constitute more than three-fourths of the product cost and variations in
prices of these commodity products, not in synchronization with commensurate tinplate
prices, results in considerable erosion in margins.
l In developed economies use of certain categories of tin mill products are banned for
packing processed edibles but products from these countries are being dumped into India
and probably, finding their ways into food packaging.
l More players could enter the tinplate business.
l At an industry level tinplate packaging across the world has to compete with other
substitute packaging media.
l Statutory duty changes.
INTERNAL CONTROLS AND SYSTEM
The Company has in place adequate systems of internal controls and procedures
commensurate with the size and nature of business. The effectiveness of the internal control
is continuously monitored by Internal Audit Department of the Company. Your company has
well structured Internal Control manuals, which are revised periodically and provides for
documented procedures covering all financial and operating functions. The Internal Audits
main objective is to review the reliability and integrity of information, compliance with policies
and regulations, evaluate and improve the effectiveness of risk management, internal control
and governance processes, and the processes for safeguarding of assets, as well as to make
suggestions for improvements in economical and efficient utilisation of resources. The scope
24
and authority of Internal Audit Department is derived from Audit Charter approved by Audit
Committee. Your Companys Audit Committee is chaired by an Independent Director.
The scope of the audit activity is broadly guided by the Annual Audit Plan developed by your
Companys Internal Audit Department and approved by the Audit Committee. The Audit
Committee meets regularly and reviews the reports submitted by the Internal Audit
Department. All significant audit observation and follow up actions thereon are reported to
Audit Committee.
The Audit Committee also reviews with the Statutory Auditors regarding adequacy of the
Companys internal control systems and their observation on the financial reports. The Audit
Committees observations and recommendations are acted upon by the Management.
RISKS AND CONCERNS
Risk Management is a structured and disciplined approach to manage enterprise risk. The
Company recognise Risk Management as a integrated and process oriented approach for
managing all key business risks. Your Company has a structured Risk Management process and
aligned to the strategic objective of your Company. In terms of Clause 49 of the Listing
Agreement with the Stock Exchanges, the Risk Assessment and Minimization Procedure has
been laid down and approved by the Board of Directors, with effect from 1st January 2006.
As per procedure an Executive Committee has been formed to oversee the Risk Management
Process. The Committee has the Managing Director as Chairman and all the functional heads
as its members. The Chief Internal Auditor (CIA) has been designated as facilitator. Sub-
Committees have been formed for each of the functional areas who are the Risk Owners. All
the sub-committees meet periodically and review the inherent risks in their areas and the same
is forwarded to CIA who compiles the risks at enterprise level.
The identified risks are prioritized in terms of Likelihood and Impact after discussion with the
Risk Owners and ranking assigned to each risk in terms of High/Medium/Low. Existing control
systems to mitigate the risks are discussed with the Risk Owners for re-evaluation of the risks.
The risks remaining in the High category during the period of reporting are treated as
Residual Risk if the mitigation process is inadequate. The Residual Risks in the High category
are reported to Executive Committee periodically for review. Thereafter Executive Committee
reports its findings to the Board half yearly. Every quarter all sub-committees review the
identified risks for addition / deletion or change in risk category and CIA updates the Risk
Register accordingly and submits its report to Executive Committee for review.
An effective combination of the policies and procedures, as outlined above, adequately
addresses the various risks associated with your Companys business. Audit Committee of your
company periodically reviews the risk management framework and policies of the Company
to effectively address the emerging challenges in a dynamic business environment.
ENVIRONMENT MANAGEMENT
Your Company focuses improving sustainability through adherence to eco-friendly practices
in its processes and policies. Your Company practices re-use, re-cycle and resource conservation.
Re-use and re-cycle of water, waste acid, waste oil, energy conservation, Rain Water Harvesting
by installation of re-charge wells in the Hospital, second tinning line, proposed second cold
rolling mill and installation of Belt Press Filter in the Effluent Treatment Plant are some initiatives
already undertaken towards eco-friendly practices.
25
The Company has adopted the Code of Conduct of CII for Ecologically Sustainable Business
Growth. The Company is addressing climate change through carbon footprint studies and
developing road map for carbon abatement. Enhanced use of renewable energy by installation
of Solar water heating systems at Hospital & Canteen and replacement of ICL lamps are some
of the initiatives already taken.
CORPORATE SOCIAL RESPONSIBILITY
As a responsible citizen, your Company is focusing on Inclusiveness & Affirmative Action and
is reporting its societal performance under the Global Reporting Initiatives on Economic,
Environmental and Social performance. The Company has signed the Code of Conduct of CII
for Affirmative Action - tribal girls are given training on midwife programs in the Tinplate
Hospital which is a unique feature, training for employability, developing entrepreneurs and
equity at work place. Your Company is undertaking community development in villages around
Jamshedpur.
HUMAN RESOURCE MANAGEMENT
Your Company is investing in training and development to create a satisfied, engaged workforce
and develop a competitive workforce for growth. Developing employees, for running and
changing the organization, has enabled to achieve increasing levels of performance. The
recognised Unions of the Company, based at Jamshedpur and Kolkata have played a very
constructive role in shaping the future of the Company and they have co-operated in an
exemplary manner towards achieving the objectives of your Company.
REWARDS AND RECOGNITIONS
During the year under review the Companys processes and systems have won many accolades
and some of them are highlighted below :
l CII Exim Bank Prize for Business Excellence in November, 2008.
l CII ITC Sustainability Award 2008 for significant achievement in Dec. 2008
l Tinplate Hospital received the ISO 9001 : 2000 Accreditation.
l Numerous awards from CII (ER) on Overall productivity, supervisory skills, work skills.
BUSINESS EXCELLENCE
In its pursuit of Business Excellence, your Company achieved yet another milestone this year
after winning the JRDQV Award in 2007, when it was conferred with the prestigious CII-Exim
Bank Prize on 6th November 2008, at Bangalore.
CAUTIONARY STATEMENT
Statements in Management Discussions & Analysis describing the Companys objectives,
projections, estimates, expectations may be forward looking statement 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 Companys
operations include economic conditions affecting demand/and price condition in the domestic
and overseas markets in which the Company operates, changes in the Government regulations,
tax laws and other statute and other incidental factors.
The Company assumes no responsibility to publicly amend, modify or revise any forward
looking statements on the basis of any subsequent development, information or event.
26
Auditors Report
To the members of The Tinplate Company of India Limited
1. We have audited the attached Balance Sheet of The Tinplate Company of India Limited, as
at 31st March, 2009 and the related Profit and Loss Account and Cash Flow Statement for
the year ended on that date annexed thereto which we have signed under reference to this
report. These financial statements are the responsibility of the Companys management. Our
responsibility is to express our opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in
India. Those Standards require that we plan and perform the audit to obtain reasonable
assurance about whether the Financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well, as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies
(Auditors Report) Order, 2004 issued by the Central Government of India in terms of sub-
section (4A) of Section 227 of the Companies Act, 1956 of India (the Act), and on the basis
of such checks of the books and records of the Company as we considered appropriate and
according to the information and explanations given to us, we further report that :
3.1 [a] The Company has maintained proper records to show full particulars including
quantitative details and situation of the fixed assets.
[b] The fixed assets of the Company are physically verified by the management according
to a phased programme designed to cover all the items over a period of three years,
which in our opinion, is reasonable having regard to the size of the Company and the
nature of its assets. Pursuant to such programme, a portion of the fixed assets have been
physically verified by the management during the year and no material discrepancies
between the book records and the physical inventory have been noticed.
[c] In our opinion, and according to the information and explanations given to us, the
Company has not disposed off a substantial part of its fixed assets during the year.
3.2 [a] The inventory of the Company has been physically verified by the management during
the year. In our opinion, the frequency of verification is reasonable.
[b] In our opinion, the procedures of physical verification of inventory followed by the
management are reasonable and adequate in relation to the size of the Company and
the nature of its business.
[c] On the basis of our examination of the inventory records, in our opinion, the Company
has maintained proper records of inventory. The discrepancies noticed on physical
verification of inventory as compared to book records were not material.
27
3.3 [a] The Company has not granted any loans, secured or unsecured to companies, firms or
other parties covered in the register maintained under Section 301 of the Act.
[b] The Company has not taken any loans, secured or unsecured from companies, firms or
other parties covered in the register maintained under Section 301 of the Act.
3.4 In our opinion and according to the information and explanations given to us,
there are adequate internal control procedures commensurate with the size of
the Company and the nature of its business for the purchase of inventory and
fixed assets and for the sale of goods and services. Further, on the basis of our
examination of the books and records of the Company, and according to the
information and explanations given to us, we have neither come across nor have
we been informed of any continuing failure to correct major weaknesses in the
aforesaid internal control procedures.
3.5 According to the information and explanations given to us, there have been no contracts or
arrangements referred to in section 301 of the Act, the particulars of which are required to
be entered in the Register maintained under that section. Further there have been no
transactions made in pursuance of such contracts and exceeding the value of rupees five
lakhs in respect of any party during the year.
3.6 The Company has not accepted any deposits under the provisions of Sections 58A and 58AA
or any other relevant provisions of the Act and the rules framed there under.
3.7 In our opinion, the Company has an internal audit system commensurate with its size and
nature of business.
3.8 The Central Government of India has not prescribed the maintenance of cost
records, under clause (d) of sub-section (1) of Section 209 of the Act for any of
its products of the Company.
3.9 [a] According to the information and explanations given to us and the records
of the Company examined by us, in our opinion, the Company is regular in
depositing during the year the undisputed statutory dues in respect of
Provident Fund, Investor Education and Protection Fund, Income Tax, Sales
Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other
material statutory dues as applicable, with the appropriate authorities.
[b] According to the information and explanations given to us and the records of the
Company examined by us, as at 31st March, 2009 there have been no dues in respect
of Income Tax, Wealth Tax, Service Tax and Cess which have not been deposited on
28
account of dispute other than certain disputed Sales Tax, Excise Duty and Customs Duty
dues, the details of which are as follows :
Name of the Nature of the Amount Period to which Forum where

Statute Dues (Rs. in lakhs) the amount dispute is pending
related
Central Sales Demand 148.09 1996-97, 1998-99, Joint Commissioner
Tax Act 1956/ against Regular 1979-80, 2001-02, Commercial Taxes
Local Sales Assessment 2002-03, 2004-05, (Appeals)
Tax Act 2005-06
-Do- 2,124.46 1994-95 to 96-97 Commissioner

1999-00 Commercial Taxes
1999-00, 2001-02,
2002-03
2003-04
-Do- 534.89 1993-94, 1994-95, Commercial Taxes

1997-98 Tribunal
Demand against 136.61 1986-87 Commercial Taxes

Penalty and Tribunal
Interest
Central Excise Disputed dues 174.14 1994-95, 1999-00, Customs, Excise and
Act 1944 2000-01, 2003-04, Service Tax
2005-06 Appellate Tribunal
Penalty on 282.25 1994-95, 1999-00, Customs, Excise and

disputed dues 2000-01, 2003-04, Service Tax
2005-06 Appellate Tribunal
Customs Act Dispute on 215.92 1984 Calcutta High Court

1962 Customs Duty
3.10 The Company has no accumulated losses as at 31st March, 2009 and it has not incurred any cash
losses in the financial year ended on that date or in the immediately preceding financial year.
3.11 According to the records of the Company examined by us and the information and
explanations given to us, the Company has not defaulted in repayment of dues to any
financial institution or bank. The Company did not have any dues to any debentureholder.
29
3.12 The Company has not granted any loans and advances on the basis of security by way of
pledge of shares, debentures and other investments.
3.13 The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund /
societies are not applicable to the Company.
3.14 In our opinion the Company is not a dealer or trader in shares, securities, debentures and
other investments.
3.15 In our opinion and according to the information and explanations given to us, the Company
has not given any guarantee for loans taken by others from banks or financial institutions
during the year.
3.16 In our opinion and according to the information and explanations given to us, on an overall
basis, the term loans have been applied for the purposes for which they were obtained.
3.17 On the basis of an overall examination of the balance sheet of the Company, in our opinion
and according to the information and explanations given to us, there are no funds raised on
short term basis which have been used for long-term investment.
3.18 The Company has not made any preferential allotment of shares to parties and companies
covered in the register maintained under Section 301 of the Act during the year.
3.19 The Company has not issued any secured debentures and accordingly, the question of
creation of security or charge in this respect does not arise.
3.20 The Company has not raised any money by public issue during the year.
3.21 During the course of our examination of the books and records of the Company, carried out
in accordance with the generally accepted auditing practices in India, and according to the
information and explanations given to us, we have neither come across any instance of fraud
on or by the Company, either noticed or reported during the year, nor have we been informed
of such case by the management.
4. Further to our comments in paragraph 3 above, 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 appears from our examination of those books;
[c] The Balance Sheet, the Profit and Loss Account 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 Profit and Loss Account and the Cash Flow
Statement dealt with by this report comply with the applicable accounting standards
referred to in sub-section (3C) of Section 211 of the Act;
[e] On the basis of written representations received from the directors and taken on record
by the Board of Directors, none of the directors are disqualified as on 31st March, 2009
from being appointed as a director in terms of clause (g) of sub-section (1) of Section
274 of the Act;
30
[f ] In our opinion and to the best of our information and according to the explanations given to us,
the said Financial statements together with the notes thereon and attached thereto give, in the
prescribed manner the information required by the Act, and also give, subject to Note 2(d) on
Schedule P to the Accounts regarding appointment and remuneration of the Executive Director
and Non-executive Directors commission to the extent of Rs 1.45 Lakhs and Rs 20 lakhs
respectively, awaiting approval of shareholders, a true and fair view in conformity with the
accounting principles generally accepted in India :
[i] in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March,
2009;
[ii] in the case of the Profit and Loss Account, of the profit for the year ended on that date.
[iii] in the case of the Cash flow Statement, of the cash flows for the year ended on that
date.
P. Law
Partner,
Membership Number 51790
For and on behalf of
Place : Mumbai PRICE WATERHOUSE
Date : 8th June, 2009 Chartered Accountants
31
BALANCE SHEET AS AT 31ST MARCH, 2009

As at As at
31st March, 2009 31st March, 2008
Rupees Rupees
Schedule Lakhs Lakhs
SOURCES OF FUNDS
SHAREHOLDERS FUND
Share Capital 'A' 14,125.43 14,125.43
Reserves and Surplus 'B' 4,604.07 3,079.72
18,729.50 17,205.15
LOAN FUNDS 'C'
Secured Loans 27,198.39 14,172.22
Unsecured Loans - 7,000.00
27,198.39 21,172.22
Deferred Tax Liabilities (net) (Note 16 of Schedule P) 2,674.46 -
TOTAL 48,602.35 38,377.37
APPLICATION OF FUNDS
FIXED ASSETS 'D'
Gross Block 69,463.07 47,606.84
Less : Depreciation 26,057.51 23,254.32
Net Block 43,405.56 24,352.52
Capital Work-in-Progress 2,712.31 16,346.00
46,117.87 40,698.52
INVESTMENTS 'E' 22.83 22.83
DEFERRED TAX ASSETS (net) [Note 16 of schedule 'P'] - 49.85
CURRENTS ASSETS, LOANS AND ADVANCES
Inventories 'F' 3,858.05 1,670.97
Sundry Debtors 'G' 3,040.02 1,454.09
Cash and Bank Balances 'H' 823.09 76.01
Other Current Assets 'I' 356.39 1,155.36
Loans and Advances 'J' 10,272.28 5,183.18
18,349.83 9,539.61
LESS : CURRENT LIABILITIES AND PROVISIONS
Liabilities 'K' 12,495.37 12,474.68
Provisions 'L' 3,392.81 671.35
15,888.18 13,146.03
Net Current Assets 2,461.65 (3606.42)
MISCELLANEOUS EXPENDITURE (Note 5 of Schedule 'P') - 1,212.59
(To the extent not written off or adjusted)
TOTAL 48,602.35 38,377.37
NOTES ON ACCOUNTS 'P'
The schedules referred to above
This is the Balance Sheet referred form an integral part of Balance Sheet.
to in our report of even date On behalf of the Board
(P Law) B Muthuraman
Partner Chairman
Membership Number : 51790 B L Raina
For and on behalf of Managing Director
Price Waterhouse
Chartered Accountants S Kar
Mumbai, 8th June, 2009 Company Secretary
32
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2009
For the For the
year ended year ended
Schedule 31st March, 2009 31st March, 2008
Rupees Rupees
Lakhs Lakhs
INCOME
SALES 31,711.72 19,251.53
CONVERSION CHARGES 33,805.83 20,243.43
EXPORT INCENTIVE 938.64 736.79
66,456.19 40,231.75
LESS : EXCISE DUTY ON SALES 427.18 347.73
SALES AND CONVERSION CHARGES (NET) 66,029.01 39,884.02
OTHER INCOME M 1,048.91 1,154.85
67,077.92 41,038.87
EXPENDITURE
MANUFACTURING AND OTHER EXPENSES N 55,496.37 36,707.61
DEPRECIATION 2,805.76 2,259.92
INTEREST O 2,508.57 1,263.76
60,810.70 40,231.29
PROFIT BEFORE TAX 6,267.22 807.58
PROVISION FOR TAXATION (Note 16 of Schedule P)
CURRENT TAXATION 703.00 84.13
Less : MAT CREDIT 703.00 - -
DEFERRED TAXATION (NET) 2,724.31 278.96
FRINGE BENEFIT TAX 62.73 50.00
(including Rs. 2.73 Lakhs for earier years)
PROFIT AFTER TAX 3,480.18 394.49
BALANCE BROUGHT FORWARD FROM PREVIOUS YEAR 3,066.45 2,671.96
AMOUNT AVAILABLE FOR APPROPRIATIONS 6,546.63 3,066.45
APPROPRIATIONS :
PROPOSED DIVIDEND
ON PREFERENCE SHARES 1,311.80 -
ON EQUITY SHARES 359.92 -
TAX ON DIVIDEND 284.11 -
GENERAL RESERVE 87.00 -
BALANCE CARRIED TO BALANCE SHEET 4,503.80 3,066.45
6,546.63 3.066.45
Earnings per Share (Note 21 of Schedule P)
- Basic and Diluted (Rs.) 6.76 1.36
NOTES ON ACCOUNTS P
The schedules referred to above
This is the Balance Sheet referred form an integral part of Balance Sheet.
to in our report of even date On behalf of the Board
(P Law) B Muthuraman
Partner Chairman
Membership Number : 51790 B L Raina
For and on behalf of Managing Director
Price Waterhouse
Chartered Accountants S Kar
Mumbai, 8th June, 2009 Company Secretary
33
SCHEDULES FORMING PART OF THE BALANCE SHEET

As at As at
Rupees Rupees
Lakhs Lakhs
A SHARE CAPITAL
AUTHORISED :
1,26,50,000 Preference Shares of Rs. 100/- each 12,650.00 12,650.00
20,00, 00,000 Equity Shares of Rs. 10/- each 20,000.00 20,000.00
32,650.00 32,650.00
ISSUED AND SUBSCRIBED :
1,12,33,000 8.50% (12.50% up to 15th January, 2009) 11,233.00 11,233.00
Non Cumulative Optionally Convertible
Preference Shares of Rs. 100/- each [Note (a) below]
2,90,05,800 Equity Shares of Rs. 10/- each 2,900.58 2,900.58
14,133.58 14,133.58
PAID UP :
1,12,33,000 8.50% (12.50% up to 15th January, 2009) 11,233.00 11,233.00
Non Cumulative Optionally Convertible
Preference Shares of Rs. 100/- each [Note (a) and (b) below]
2,87,93,901 Equity Shares of Rs. 10/- each fully paid up 2,879.39 2,879.39
[Notes (c) and (d) below]
2,879.39 2,879.39
Add : Forfeited Shares (Amount originally paid up) 13.04 13.04
2,892.43 2,892.43
Total 14,125.43 14,125.43
Notes :
(a) Pursuant to a special resolution passed by the Preference Shareholders, rate of dividend applicable to such Preference
Shares has been reduced from 12.50% to 8.50% with effect from 16th January, 2009.
(b) Preference Share issued are redeemable in two equal instalments as follows :
97,81,000 Nos after 2012
3,98,000 Nos after 2013
10,54,000 Nos after 2014
1,12,33,000
Rupees Rupees
Lakhs Lakhs
(c) Equity Shares issued by way of fully paid up Bonus Shares out of General Reserve
4,25,000 Equity Shares of Rs. 10/- each in restoration of Capital previously Written-off 42.50 42.50
15,00,000 Equity Shares of Rs. 10/- each 150.00 150.00
19,25,000 192.50 192.50
(d) 32,55,750 Equity Shares of Rs. 10/- each issued to Financial 325.58 325.58
Institutions on Conversion of Loans and Accrued Interest
10,00,000 Equity Shares of Rs. 10/- each issued to Tata Steel on conversion of Accrued Interest 100.00 100.00
42,55,750 425.58 425.58
(e) Also refer footnote under note 21 on Schedule P
B RESERVES AND SURPLUS
CAPITAL RESERVE
Balance as per last account 5.03 5.03
SECURITIES PREMIUM ACCOUNT
Balance as per last account 8.24 8.24
GENERAL RESERVE
Transferred from Profit and Loss Account 87.00
87.00
PROFIT AND LOSS ACCOUNT : CREDIT BALANCE 4,503.80 3,066.45
4,604.07 3,079.72
34
SCHEDULES FORMING PART OF THE BALANCE SHEET (Contd.)
Security As at As at
as per 31st March, 2009 31st March, 2008
Note Rupees Rupees
Lakhs Lakhs
C LOAN FUNDS
Secured Loans
From Financial Institutions :
Rupee Term Loans 1 257.04 1,422.41
From Banks :
Rupee Term Loans 2 3,241.16 4,617.63
Foreign Currency Term Loans 2 217.75 269.99
From Bodies Corporate :
Term Loan 3 (i) 18,000.00
Bridge Loan 3 (ii) 1,100.00
22,815.95 6,310.03
Cash Credit/Working Capital Term Loans from Banks :
Rupee Loans 4 2,097.49 1,940.56
Foreign Currency Loan 4 1,178.10
Buyers Credit 4 2,284.95 4,743.53
4,382.44 7,862.19
27,198.39 14,172.22
Unsecured Loans
Inter Corporate Deposits (Short Term) [Note 3 (i) below] 7,000.00
7,000.00
NOTES :
(1) Term Loan from Financial Institutions :
Loans from Financial Institutions are secured by Joint Equitable Mortgage on the Companys immovable properties, both
present and future at Jamshedpur in the State of Jharkhand and additionally secured by way of charge on all the
Companys movable assets except book debts, both present and future, ranking pari-passu amongst themselves and
subject to prior charge jointly in favour of the Companys bankers, providing Cash Credit, as mentioned in Note (4) below.
(2) Term Loan from Banks :
(i) The Rupee and Foreign Currency Term Loans from IDBI Bank Limited are secured by Joint Equitable Mortgage on
the Companys immoveble properties both present and future, at Jamshedpur in the state of Jharkhand and
additionally secured by a hypothecation of the whole of the movable properties of the Company including
movable plant and machinery, spares, tools and accessories and other movables both present and future except
book debts, by way of pari-passu charge with other term lending Institutions, as mentioned in the Note (1) above.
(ii) The Rupee Term Loan of Rs. 833.33 Lakhs from Union Bank of India is secured against certain Plant & Machinery
of the Company.
(3) Loans From Bodies Corporate :
(i) Loan from a Body Corporate (Tata Steel Limited) amounting to Rs. 18,000 Lakhs was converted to a Secured
Loan (w.e.f. 25.03.2009) to be secured by a joint equitable mortgage on the Companys immovable properties
both present and future at Jamshedpur in the State of Jharkhand excluding residential properties and land
appurtenant thereto and additionally secured by way of first charge on all the Companys movables assets
situated at Golmuri, Jamshedpur both present and future and subject to a prior charge in favour of the Companys
Bankers providing cash credit as mentioned in note 4 below. Security since created on 3rd April 2009.
(ii) Bridge Loan from HDFC Ltd. of Rs. 1100 Lakhs is in the process of being secured on the Companys immovable
properties viz bungalows with outhouses and land appurtenant thereto officers flats and labour quarters totaling
1666 nos. and having built up area of 97399 sq. mtrs. on the leasehold land at Jamshedpur in the State of Jharkhand.
(4) Cash Credit/Working Capital Term Loans from Banks :
The Cash Credit/Working Capital Term Loans extended by Banks for Working Capital needs are secured by
hypothecation of Raw Materials, Finished Products, Work-in-Process, General Stores and Book Debts by way of first
charge in favour of Union Bank of India, State Bank of India and The Honkong and Shanghai Banking Corporation
Ltd. and HFDC Bank Ltd. ranking pari-passu.
35

D FIXED ASSETS
Gross BlockAt Cost Depreciation Net Block
As at Additions Disposals/ As at As at For the On As at As at As at
31st During Adjustment 31st 31st Year Disposals/ 31st 31st 31st
March the During March March Adjustment March March March
Description 2008 Year the Year 2009 2008 2009 2009 2008
Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees
Lakhs Lakhs Lakhs Lakhs Lakhs Lakhs Lakhs Lakhs Lakhs Lakhs
Land 86.94 86.94 86.94 86.94
Site, Water and Drainage 175.71 213.27 388.98 45.04 4.39 49.43 339.55 130.67
(Note 1 below)
Buildings (Notes 1 & 2 below) 6,836.28 4,246.77 11,083.05 2,662.39 264.45 2,926.84 8156.21 4,173.89
Plant and Machinery
(Note 3 below)
Own 39,904.62 16,773.21 0.52 56,677.31 20,177.34 2,490.34 0.25 22,667.43 34,009.88 19,727..28
On Finance Lease
(Note 5 below) 621.52 621.52 16.36 16.36 605.16
Railway Track and
Rolling Stock 36.46 36.46 36.46 36.46
Motor Vehicles 227.13 3.32 223.81 98.60 18.78 2.10 115.28 108.53 128.53
Furniture, Fittings and
Office Equipments 339.70 5.53 0.23 345.00 234.49 11.44 0.22 245.71 99.29 105.21
Grand Total 47,606.84 21,860.30 4.07 69,463.07 23,254.32 2,805.76 2.57 26,057.51 43,405.56 24,352.52
Previous Year (31.03.2008) 46,464.14 1,144.74 2.04 47,606.84 20,996.34 2,259.92 1.94 23,254.32
Capital Work-in-Progress (Note 4 below) 2,712.31 16,346.00
46,117.87 40,698.52
Notes : 1. Site, Water and Drainage System and Building (except at Kolkata) are on leasehold land.
2. Title Deeds in respect of building at Kolkata [including cost of freehold land - Rs. 2.80 lakhs (31.03.2008 Rs.
2.80 lakhs)] are yet to be executed.
3. Includes Intangible Assets (Computer Software) acquired Cost of Rs. 88.55 lakhs; w.d.v. Rs. 15.30 lakhs
(31.03.2008 Rs. 29.66 lakhs).
4. Capital work-in-progress includes advances (Unsecured-considered good) paid against orders of Rs. 1,449.72
lakhs (31.03.2008 Rs. 1,700.37 lakhs).
5. Obligations under Finance Lease :
The Company has acquired Plant and Machinery under financial lease arrangements. Minimum Lease
payments outstanding as at 31st March, 2009 and others particulars in respect of leased assets are as under :
(Rs./Lakhs)
Due Total minimum lease payments Interest Present value of Minimum
outstanding as at 31-03-2009 lease payments
Within One year 151.32 39.73 111.59
(31.3.2008 Rs. Nil) (31.3.2008 Rs. Nil) (31.3.2008 Rs. Nil)
Later than one year and 412.20 64.51 347.69
not later than five years (31.3.2008 Rs. Nil) (31.3.2008 Rs. Nil) (31.3.2008 Rs. Nil)
Later than five years 113.74 8.36 105.38
Total 677.26 112.60 ** 564.66 *
* included in Sundry Creditors
** Including interest due up to 31st March 2009 of Rs. 9.90 Lakhs included under Sundry Creditors.
36
As at As at
Rupees Rupees
Lakhs Lakhs
E INVESTMENTSLong Term (Other than Trade)

Unquotedat cost or under
250 Ordinary Shares of Rs. 100/- each of Bihar State
Financial Corporation - Fully Paid up 0.25 0.25
5% Non-Redeemable Debenture Stocks, 1957 in
Woodlands Hospital and Medical Research
Centre Limited - Fully Paid up 0.08 0.08
20,000 Ordinary Share of Rs. 10/- each of
Nicco Jubilee Park Limited - Fully Paid Up
(Written down to Re. 1)
137,500 Equity Shares of Rs. 10/- each in
Rujuvalika Investments Limited - Fully paid up 22.50 22.50
22.83 22.83
F INVENTORIES
At cost or net realisable value whichever is lower
Finished Products 467.61 72.71
Raw Materials 1,866.02 4.11
Work-in-Process 581.74 625.44
At or under cost
Stores & Spares 936.82 966.68
At estimated net realisable value
Scraps 5.86 2.03
3,858.05 1,670.97
G SUNDRY DEBTORS
Debts outstanding for a period exceeding six months :
Unsecured considered good 66.43 201.02
considered doubtful 923.80 925.90
990.23 1,126.92
Other debts :
Unsecured considered good 2,973.59 1,253.07
2.973.59 1,253.07
3,963.82 2,379.99
Less : Provision for doubtful debts 923.80 925.90
3,040.02 1,454.09
H CASH AND BANK BALANCES
Cash in Hand 2.46 4.54
With Scheduled Banks :
Current Accounts 811.75 62.53
Unpaid Dividend 8.88 8.94
823.09 76.01
37

As at As at
Rupees Rupees
Lakhs Lakhs
I OTHER CURRENT ASSETS

(Unsecured)
Miscellaneous Deposits 88.37 81.69
Sales Tax Refund Receivable under Bihar Industrial Policy, 1995 304.63 304.63
(Refer Note 3 of schedule P)
Export Incentive [Refer Note 1(b)(ii) of Schedule P] 171.12 691.97
Deposit with Customs and Excise Authorities 92.27 77.07
As at As at
Note
Considered Good 356.39 1,155.36
Considered Doubtful 300.00 -
656.39 1,155.36
656.39 1,155.36
Less : Provision for doubtful Other Current Assets 300.00 -
356.39 1,155.36
J LOANS AND ADVANCES
(Unsecured)
Advances recoverable in cash or in kind or for value to be received* 7,741.94 3,684.06
Advance payments and tax deducted at source
(Includes Fringe Benefit Tax Rs. 278.89 Lakhs,
31.03.2008 : Rs. 236.35 Lakhs) 1,384.34 957.55
MAT Credit Entitlement 1,386.00 683.00
As at As at
Note
Considered Good 10,272.28 5,183.18
Considered Doubtful 240.00 141.43
10,512.28 5,324.61
10,512.28 5,324.61
Less : Provision for doubtful advances 240.00 141.43
10,272.28 5,183.18
« Balance with Excise Authorites Rs. 3,510.64 Lakhs (31.03.2008 : Rs. 1,916.49 Lakhs)
and balance with Sales Tax Authorities Rs. 57.33 Lakhs (31.03.2008 : Rs. 35.74 Lakhs)
38
As at As at
Rupees Rupees
Lakhs Lakhs
K LIABILITIES
Sundry Creditors :
Outstanding dues to micro and small enterprises 1.53 1.09
(Refer Note 7 of Schedule P)
Others 11,054.49 10,875.92
Advances from Customers 452.27 544.18
Compensation for Voluntary Retirement Scheme 12.83 17.53
Compensation for Early Separation Scheme 964.39 993.81
(Includes Rs. 180.39 lakhs payable within one year,
31.03.2008 : Rs. 191.3 Lakhs)
Interest accrued but not due on loans 0.98 33.21
Investor Education and Protection Fund shall be credited by the
following amount namely.
Unpaid Dividend (not due as at year end) 8.88 8.94
12,495.37 12,474.68
L PROVISIONS
Provision for Income Tax 1,138.00 435.00
Provision for Fringe Benefit Tax 298.98 236.35
Proposed Dividend 1,671.72
Tax on Dividend 284.11
3,392.81 671.35
SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT

For the For the
Rupees Rupees
Lakhs Lakhs
M OTHER INCOME
Dividend Income from Long Term InvestmentOther than trade 2.06 1.72
Interest on Deposits and Others 12.82 20.47
Profit on Sale of Fixed Assets (Net) - 0.26
Insurance Claims - 24.83
Income from Tinplate Hospital 360.41 353.01
Exchange Gain (net)* - 106.99
Sales of Scrap (Other than operation) 511.11 418.78
Liability/Provision no longer required written back - 47.02
Provision for Doubtful Debts no longer required written back (net) 2.10 37.65
Miscellaneous Income 160.41 144.12
1,048.91 1,154.85
* arrived at after considering profit on cancellation of
forward exchange contract Rs. Nil (2007-08 : Rs. 225.25 Lakhs)
39
SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT (Contd.)

For the For the
Rupees Rupees
Lakhs Lakhs
N MANUFACTURING AND OTHER EXPENSES
Raw Materials Consumed 7,147.61 1,449.98
Purchased Finished Goods 24,702.16 16,860.52
Salaries, Wages and Bonus etc. (Note 6 on Schedule P) 6,144.94 4,955.09
Companys Contribution to/under
Provident Funds 219.66 184.29
Superannuation Funds 214.81 175.62
Employees Pension Scheme 102.36 102.91
Staff Welfare Expenses 623.32 483.65
7,305.09 5,901.56
Other Expenses :
Stores and Spare Parts Consumed 4,287.93 3,174.17
Power, Fuel and Water 5,204.32 4,555.75
Repairs to Buildings 416.94 249.41
Repairs to Machinery 1,843.91 1,230.25
Rent 97.64 89.38
Rates and Taxes 81.16 53.37
Insurance Charges 59.10 43.34
Directors Sitting Fees 3.95 4.70
Computer Maitenance 89.67 78.17
Travelling and Conveyance Expenses 367.80 241.00
Postage and Telephone Charges 60.94 54.49
General Expenses 805.60 532.29
Freight, Handling and Sales Expenses 2,292.15 1,766.51
Rebate and Discount 170.36 21.06
Exchange Loss (net) «« 409.69
Loss on Sale of Fixed Assets 0.28
Excise Duty Charge/(Credit) on Sale of Scrap 110.71 16.57
(other than operation) Inventories etc.
Provision for doubtful advances and other 398.57
current assets
Bad Debts Written off 11.45
16,712.17 12,110.46
Decrease/(Increase) in Stocks of Finished Products,
Work-in-Process and Scrap :«
Opening Stock 700.18 1,153.49
Less : Closing Stock (1,055.21) (700.18)
(355.03) 453.31
Total 55,512.00 36,775.83
Less : Expenses transferred to Fixed Assets (15.63) (68.22)
Less: Expenses on trial production for Second Electrolytic
Tinplate Line transferred to Fixed Assets (188.22)
Add : Sales of trial products (net) transferred to Fixed Assets 188.22
55,496.37 36,707.61
«Work-in-Process includes value additions on account of
Raw Materials on Conversion account.
«« arrived at after considering loss on cancellation of
forward exchange contract of Rs. 65.00 Lakhs (2007-08 : Rs. Nil)
O INTEREST
On Term Loans 556.94 740.06
On Cash Credit/Working Capital Term loans 400.67 199.58
On Others (net of interest received Rs. 24.58 Lakhs, 2007-2008 : Rs. 24.91 Lakhs) 1,550.96 324.12
2,508.57« 1,263.76«
« net of interest capitalised during the year Rs. 621.58 Lakhs (2007-08 : Rs. 353.68 Lakhs)
40
SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS
ACCOUNT
P NOTES ON ACCOUNTS
1. SIGNIFICANT ACCOUNTING POLICIES
a. Basis of preparation of Financial Statements :
The Financial Statements are prepared to comply in all material aspects with all the applicable
accounting principles in India, the applicable accounting standards notified under section
211(3C) of the Companies Act, 1956 and the relevant provisions of the Companies Act, 1956.
b. Sale of Products and Services :
(i) Sales comprise sale of goods, and are recognized on completion of sales.
(ii) Export incentive under the Duty Entitlement Pass Book Scheme is recognized on the
basis of credits afforded in the pass book against export of the Companys own products
and export under conversion arrangement and such benefit under Duty Free
Replenishment Certificate Scheme being recognized on sale of licences. Export incentive
under Target plus scheme is recognized on completion of required formalities on accrual
basis.
(iii) Conversion charges are recognized on rendering the related services.
c. Employee Benefits :
(i) Provisions for gratuity, accumulated leave (beyond 12 months), long service awards and
post retirement medical benefit (PRMB) liability are made on the basis of actuarial
valuation.
Actuarial gains and losses arising from experience adjustments (i.e. the effects of
differences between the previous actuarial assumptions and what has actually occurred)
and the effects of changes in actuarial assumptions are recognized immediately as
income or expense.
(ii) Contributions to the Provident Fund of The Tinplate Company of India Limited during
the year (including shortfall, if any, in the assured rate of interest notified by the
government from time to time, which the Company is obliged to make good) are charged
as expense for the year.
(iii) Contributions under Employees Pension Scheme are made as per statutory requirements
and charged as expense for the year.
(iv) Contributions to the Superannuation Fund of The Tinplate Company of India Limited
in respect of certain categories of employees are made as per the approved scheme
and charged as expense for the year.
d. 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.
41
ACCOUNT (Contd.)
e. Depreciation :
(i) Freehold land and leasehold land are not depreciated.
(ii) In respect of other assets, depreciation is provided on a straight line basis applying the
rates specified in Schedule XIV to the Companies Act, 1956.
f. Foreign Exchange Transactions :
Transactions in foreign currencies are recorded at exchange rates prevailing on the date of
the transaction. Monetary assets and liabilities related to foreign currency transactions
remaining unsettled at the end of the year are translated at year end rates.
The exchange differences arising on settlement of transactions and/or restatements are
recognized in the Profit and Loss Account. In respect of transactions covered by 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.
Profit/(loss) on cancellation of forward exchange contracts are recognized as income or as
expense for the year.
g. Borrowing Cost :
Borrowing Costs that are attributable to the acquisition or construction of a qualifying asset
are included in the cost of such assets till such time as the asset is ready for its intended use.
All other borrowing costs are recognised as an expense in the period in which they are
incurred.
h. Fixed Assets :
All fixed assets are valued at cost less depreciation. Pre-operation expenses including trial
run expenses (net of revenue) are capitalized.
An impairment loss is recognized wherever the carrying amount of fixed assets of a cash
generating unit exceeds its recoverable amount i.e., net selling price or value in use, whichever
is higher.
i. Investments :
Long term investments are carried at cost less provision for permanent diminution in value
of such investments. Current investments are carried at lower of cost and fair value.
j. Inventories :
Finished and semi-finished products produced / purchased by the Company are carried at
lower of cost and net realizable value.
Work-in-progress is 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.
Stores and spare parts are carried at or below cost.
Cost of inventories is generally ascertained on weighted average basis. Work-in-progress
and finished and semi-finished products are valued on absorption cost basis.
42
ACCOUNT (Contd.)
k. Miscellaneous Expenditure :
Lump sum compensation to employees under Voluntary Retirement scheme (VRS) was
being amortized over a period (not exceeding 10 years) for which benefits of the scheme
by way of reduced costs are expected to be available to the Company, restricted to 31st
March, 2010, pursuant to Accounting Standard 15.
Monthly compensation to employees under Early Separation Scheme (ESS) was accrued
and amortized over a period (not exceeding 120 months) for which benefits of the
schemes by way of reduced costs are expected to be available to the Company, restricted
to 31st March, 2010, pursuant to Accounting Standard 15.
Also refer Note 6(a) below
l. Taxation :
Current tax in respect of taxable income is provided for the year based on applicable tax
rates and laws. Deferred tax is recognized subject to the consideration of prudence in
respect of deferred tax assets, on timing differences, being the differences between
taxable income and accounting income that originate in one period and are capable of
reversal in one or more subsequent periods and is measured using tax rates and laws
that have been enacted or substantively enacted by the Balance Sheet date. Deferred tax
assets are reviewed at each Balance Sheet date to reassess realisation .
Fringe Benefit Tax is accounted for based on the estimated fringe benefits for the year
as per the related provisions of the Income Tax Act, 1961.
m. Provisions and Contingent Liabilities :
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.
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.
n. Leases :
For assets acquired under Operating lease, rentals payable are charged to the Profit and
Loss Account. Assets acquired under Finance Lease are capitalised at lower of the Fair
Value and Present Value of Minimum Lease Payments.
2. Directors' Remuneration :
(a) Computation of Profit under Section 198 read with Section 309 of Companies Act, 1956
for the purpose of Directors remuneration for the year ended 31st March, 2009.
43
ACCOUNT (Contd.)
2008-2009
Particulars (Rs. Lakhs)
Profit before Taxation as per Profit and Loss Account 6,267.22
Add :
Wealth Tax 2.48
Provision for doubtful advances and other current assets 398.57 401.05
Less :
Provision for Doubtful Debts no longer required written back 2.10
6,666.17
Add :
Directors Remuneration 129.20
Net Profit under Section 198/349 of the Companies Act, 1956 6,795.37
2008-09 2007-08
(b) Managing/Executive Directors remuneration :
[refer Note (d) below]
Salaries etc. 82.27 64.68
Contribution to Provident and Other Funds 9.83 8.31
Other Benefits (actual and / or estimated) 13.15 11.18
105.25 84.17
(c) Other Directors remuneration -
Commission @ 1 % of Net Profit under Section 198/ 349
[Refer Note (a) above] of Rs. 6795.37 Lakhs i.e, Rs. 67.95 Lakhs, 20.00 _
which has been limited to Rs. 20.00 Lakhs [Refer Note (d) below]
Sitting Fees 3.95 4.70
129.20 88.87
(d) Executive Directors appointment (w.e.f. 9th March , 2009), remuneration of Rs. 1.45 Lakhs
and other Directors commission of Rs. 20.00 Lakhs are awaiting shareholders approval
at the ensuing Annual General Meeting.
3. The Company had claimed a refund amounting to Rs. 823.89 Lakhs pertaining to sales tax on
purchase of raw materials based on Bihar Industrial Policy, 1995. This claim was up-held during
2002-03 by the erstwhile Ranchi Bench of Patna High Court and was passed on to the Joint
Commissioner of Commercial Taxes (JCCT) for implementation.
Despite admittance of the refund claim in its entirety by JCCT, the Commissioner of Commercial
Taxes (CCT) reduced the claim to Rs. 519.26 Lakhs and refunded the same over 2002-03 and
2003-04. The Companys Review petition before the Honble High Court of Jharkhand against
the order of CCT had been rejected. Later on, the Company had filed a Special Leave Petition
before Honble Supreme Court for final disposal, which is pending. However based on a legal
opinion, management is of the view that the balance claim amount of Rs. 304.63 Lakhs is recoverable.
44
ACCOUNT (Contd.)
4. There are Contingent Liabilities in respect of :
4.1 Guarantees given by the Company in connection with house building loans granted to the
employees by the Housing Development Finance Corporation Limited amounting to NIL (31st
March 2008: Rs.1.01 Lakhs).
4.2 Bills discounted Rs. 1,486.51 Lakhs (31st March 2008: Rs. 2,599.11 Lakhs)
4.3 Claims not acknowledged as debts by the Company :
i) Customs Duty 265.92 265.92
ii) Sales Tax (estimated by management)* $ 2,475.85 1,612.22
iii) Excise Duty $ 456.39 445.03
iv) Provident Fund 19.12 19.12
v) Others 83.00 83.00
* Other than demands amounting to Rs. 536.20 Lakhs (3Ist March 2008: Rs. 536.20 Lakhs)
pertaining to issues settled in Companys favour in earlier years.
$ Other than items remanded back for fresh assessment.
5. Miscellaneous Expenditure (to the extent not written off or adjusted) :
Compensation under VRS/ESS _ 1,212.59
6. Salary, wages, etc. :
(a) Unamortised balance of Employee Benefit (hitherto amortised under transitional provisions
of Accounting Standard 15 ) of Rs. 1,212.59 lakhs as at 31st March, 2008 has been charged off
during the year. This has resulted in an additional charge of Rs. 606.30 lakhs for the year.
(b) Salaries, Wages and Bonus etc. includes Rs. 1,212.59 Lakhs (2007- 2008: Rs. 606.29 Lakhs)
on account of amortization of compensation under VRS/ESS.
7. Sundry Creditors :
Balance due to micro and small enterprises as disclosed under Schedule K is based on
confirmation available from the concerned parties. Other particulars in respect of micro and
small enterprises are as follows :
Unpaid :
(i) Principal 1.29 0.87
Interest due on above 0.03 0.01
(ii) Interest due and payable for the period of delay in
making payment i.e. for payments made beyond
the appointed day during the year 0.21 0.21
1.53 1.09
45
ACCOUNT (Contd.)

8. Estimated amount of Contracts remaining to be
executed on Capital Account and not
provided for (Net of Advances) 24,963.16 3,076.87
2008-2009 2007-2008
9. Total consumption of Stores and Spares parts including
amounts charged, under Repairs and Maintenance and
other accounts Rs 2401.80 Lakhs
(2007-2008: Rs 3170.20 Lakhs) 6,689.73 6,344.37
10. Auditors Remuneration paid/payable :

As Auditors :
Audit Fees 10.00 10.00
Tax Audit Fees 3.00 3.00
For Certificates (including Quarterly Audit) 7.75 7.00
Reimbursement of expenses 0.26 0.09
11. Earnings in Foreign Exchange :

Value of exports calculated on F.O.B. basis during the year 26,319.07 16,074.11
12. Value of Imports calculated on C.I.F. basis during the year :

Raw Materials 7,682.66
Components and Spare Parts 673.63 429.20
Capital Goods 314.67 6,679.75
13. Expenditure in Foreign Currency in respect of :

Travelling 88.13 23.24
Consultancy Charges 552.75 13.72
Others 6.59 4.24
46
ACCOUNT (Contd.)
14. Particulars in respect of goods manufactured etc. 2008-2009 2007-2008
MT MT
i) Licenced Capacity per annum Not Applicable Not Applicable
ii) Installed Capacity per annum :
(As Certified by the Companys Technical Expert)
Electrolytic Tinplate Plant 3,79,000 1,70,000
Cold Rolling Mill 1,90,000 1,90,000
Printing & Lacquering Plant 10,000 10,000
iii) Actual Production (Including Conversion)

Cold Rolled Coils
own production* 1,588 4,722
on conversion account 1,79,935 1,80,524
Electrolytic Tinplate
own production**# 10,054 3,214
on conversion account 1,75,518 1,64,919
Printing & Lacquering Line
own production 506 71
on conversion account 15,341 15,383
* Includes 1393 MT (2007-08 : 3250 MT) transferred to Electrolytic Tinplate production.

** Includes 495 MT (2007-08 : 40 MT) transferred to Printing & Lacquering Line.
# Includes 265 MT (2007-08 : Nil ) out of trial production of Second Electrolytic Tinplate Line.
iv) Turnover, Closing and Opening Stocks (Own Products) :
2008-2009 2007-2008
Tonnes Rupees Lakhs Tonnes Rupees Lakhs
a) Turnover :
Class of Products
Electrolytic Tinplates * 8,849 5,425.51 3,396 1,621.72
Cold Rolled Products 316 104.25 1,806 543.33
Lacquered & Printed Sheets 429 301.94 124 59.73
Scrap (Operation) 197 49.73 748 185.82
Total 9,791 5,881.43 6,074 2,410.60

* Includes 265 MT (2007-08 : Nil ) out of trial production of Second Electrolytic Tinplate Line.
47
ACCOUNT (Contd.)
2008-2009 2007-2008
b) Closing Stock :
Class of Products
Electrolytic Tinplates 751 407.16 41 17.63
Cold Rolled Products 18 4.67 139 32.88
Scrap (Operation) 16 5.86 9 2.03
Total 867 473.47 194 55.15
c) Opening Stock :
Class of Products
Scrap (Operation) 9 2.03 66 17.80
Total 194 55.15 860 306.35
v) Raw Materials Consumed :

HR Coil 2165 882.33 5049 1329.08
Tin 43 265.83 14 104.61
Tin Mill Black Plates 9036 5993.93 - -
Total 11,256 7,147.61 5,106 1,449.98
2008-2009 2007-2008
% Rupees Lakhs % Rupees Lakhs
vi) Consumption of :
a). Raw Materials
Indigenous 12% 887.85 3.24% 46.96
Imported 88% 6,259.76 96.76% 1,403.02
Total 100% 7,147.61 100.00% 1,449.98
b). Spare parts and Components (Stores) :

Indigenous 88% 5,919.36 98.50% 6,249.38
Imported 12% 770.37 1.50% 94.99
Total 100% 6,689.73 100.00% 6,344.37
48
ACCOUNT (Contd.)
15. Particulars regarding purchases, turnover, closing and opening stock of Trading Goods :
2008-2009 2007-2008
(i) Purchases :
Class of Products
Electrolytic Tinplates 40,430 22,019.00 40,544 15,825.73
Lacquered & Printed Sheets 4,082 2,574.36 2,175 957.17
Total 44,738 24,702.16 42,965 16,860.52
(ii) Turnover :
Class of Products
Electrolytic Tinplates 40,456 23,031.21 40,518 15,779.94
Lacquered & Printed Sheets 4,082 2,683.66 2,175 983.25
Total 44,764 25,830.29 42,939 16,840.93
(iii) Closing Stock
Class of Products
Electrolytic Tinplates - - 26 19.59
Cold Rolled Products - - - -
Lacquered & Printed Sheets - - - -
Total - - 26 19.59
(iv) Opening Stock
Class of Products
Electrolytic Tinplates 26 19.59 - -
Cold Rolled Products - - - -
Lacquered & Printed Sheets - - - -
Total 26 19.59 - -
16. Taxation
(a) Provision for current taxation represents Minimum Alternate Tax (MAT) in view of carry forward
losses/ unabsorbed depreciation.
49
ACCOUNT (Contd.)
(b) Having regard to the fact that the Company has consistently been making profits for 8 years
upto 31st March, 2009 and based on market demand scenario linked to growth of food
packaging industry, focus on margin improvements through value additions, improvements
in operating parameters and cost reduction measures, the management is confident of
generating sufficient taxable income within the next few years against which the deferred tax
assets of the Company (refer note 16 (c) below) would be realized. Accordingly, it has been
considered prudent to recognize the same in these accounts .
(c) The year end deferred tax balance (net) comprises :
31.03.2009 31.03.2008
Deferred tax assets
Accumulated Unabsorbed Depreciation 1,853.94 2,862.83
Voluntary Separation Payments/ Early Separation Scheme 475.90 112.49
Others 449.47 743.17
(i) 2,779.31 3,718.49
Deferred tax liabilities
Difference between net book value of Depreciable 5,453.77 3,568.10
capital assets as per books vis-a- vis written
down value as per Income Tax Act
Others - 100.54
(ii) 5,453.77 3,668.64
Net Deferred Tax Assets / (Liabilities) (i) (ii) (2,674.46) 49.85
17. Disclosure in respect of Employee Benefits in keeping with Accounting Standard 15
17.1 The Companys Provident Fund is exempted under Section 17 of Employees Provident Fund
Act, 1952. Conditions for grant of exemption stipulate that the employer shall make
good deficiency, if any, in the interest rate declared by Trust over statutory limit.
Having regard to the assets of the Fund and the return on the investments, the
Company does not expect any deficiency in the foreseeable future.
17.2 The Company operates following post employment / other long term defined benefits:
a. Funded
i. Gratuity
b. Unfunded
i. Post Retirement Medical Benefit (PRMB)
ii. Leave
iii. Long Service Award
50
ACCOUNT (Contd.)
Details of the funded benefits are as follows :
Description 2008-2009 2007-2008

A. Reconciliation of Opening and Closing Balances of

Present Value of Obligation
a. Present Value of Obligation at the year beginning 1,511.17 1,108.22
b. Current Service Cost 89.72 67.62
c. Interest cost 109.30 92.03
d. Actuarial (gain)/ loss 62.60 294.41
e. Benefits paid (107.69) (51.11)
f. Present Value of Obligation at the year end 1,665.10 1,511.17
B. Change in Plan Assets

(Reconciliation of opening and closing balances)
a. Fair Value of plan assets at the year beginning 1,436.79 1,000.93
b. Expected return on plan assets 114.94 60.05
c. Actuarial gain /(Loss) 8.49 174.92
d. Contribution by the employer 150.00 252.00
e. Benefits Paid (107.69) (51.11)
f. Fair Value of plan assets at year end 1,602.53 1,436.79
C. Reconciliation of fair value of plan assets and
present value of defined benefit obligation

a. Fair Value of plan assets at year end 1,602.53 1,436.79
b. Present Value of Obligation at year end 1,665.10 1,511.17
c. Amount recognised in the balance sheet 62.57 74.38
D. Expense recognised during the year

a. Current Service cost 89.72 67.62
b. Interest cost 109.30 92.03
c. Expected return on plan assets- (gain)/loss (114.94) (60.05)
d. Actuarial (gain)/loss 54.11 119.50
e. Expense recognised during the year (a+b+c+d) 138.19 219.10
51
ACCOUNT (Contd.)
Details of the unfunded benefits are as follows :
(Rs in Lakhs)
Description 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08
Long Service
PRMB Leave Award
A. Reconciliation of Opening and
Closing Balances of Present Value
of Obligation
a. Present Value of Obligation at 1,021.11 1,001.15 277.17 175.72 47.34 47.76
the year beginning
b. Current Service Cost - - 49.01 66.09 - 4.06
c. Interest cost 76.58 85.10 18.80 14.03 3.41 3.95
d. Actuarial (gain)/ loss 37.24 6.82 84.76 42.62 2.66 (6.02)
e. Benefits paid (89.87) (71.96) (52.93) (21.29) (3.60) (2.41)
f. Present Value of Obligation 1,045.06 1,021.11 376.81 277.17 49.81 47.34
at the year end
B. Expense recognised during the year
a. Current Service cost - - 49.01 66.09 - 4.06
b. Interest cost 76.58 85.10 18.80 14.03 3.41 3.95
c. Actuarial (gain)/loss 37.24 6.82 84.76 42.62 2.66 (6.02)
d. Expense recognised during the
year (a+b+c) 113.82 91.92 152.57 122.74 6.07 1.99
The expenses for the abovementioned benefits have been disclosed under the following line items:
i) Gratuity and Leave under Salaries , Wages & Bonus etc
ii) PRMB and Long Service Award under Staff Welfare Expense
% age % age
invested invested
17.3. Investment Details of Plan assets (Gratuity) 31.03.09 31.03.08
a. GOI Securities 20.56 19.21
b. Public Sector Unit Bonds 51.82 51.37
c. State Loan 14.68 14.28
d. Special Deposit Schemes 10.07 11.24
e. Others (including bank balances) 2.87 3.90
Total 100.00 100.00
17.4. Assumptions 31.03.09 31.03.08
Discount rate (per annum) (%) 7.50 8.50
Estimated rate of return on plan assets (per annum) (%) 8.00 8.00
Inflation Rate (%) 5.00 6.00
Remaining Working Life (in Years) 15.00 16.00
Method Used Projected unit Projected unit
credit method credit method
52
ACCOUNT (Contd.)
17.5 Actual return on Plan assets 8.00% (2007-08 : 8.00%)
17.6 Effect of increase/ (decrease) of 1% in assumed medical cost trend rates in respect of
PRMB on:
31.03.2009 (Rs Lakhs) 31.03.2008 (Rs Lakhs)
1% 1% 1% 1%
increase decrease increase decrease
a. Current Service Cost - - - -
b. Interest Cost 13.51 7.37 10.01 (10.01)
c. Accumulated Obligation for PRMB 18.87 17.82 35.48 (1.53)
17.7 Best estimate of Contribution expected to be paid in 2009-2010 Rs 165 Lakhs (2008-
2009 : Rs 250 Lakhs) in respect of gratuity.
17.8 The basis used to determine overall expected rate of return on assets and the effect
on major categories of plan assets is as follows :
The major portions of the assets are invested in PSU bonds and Government Securities.
Based on the asset allocation and prevailing yield rates on these asset classes, the long
term estimate of the expected rate of return on the fund assets have been arrived at.
Assumed rate of return on assets is expected to vary from year to year reflecting the
returns on matching govt. bonds.
17.9 The estimate of future salary increases take into account inflation, seniority, promotion
and other relevant factors.
18. The companys operations predominantly is manufacture of Electrolytic Tinplate in course of
which certain intermediate product namely Full Hard Cold Rolled coils in small quantity are
also produced and marketed. The Company is managed organizationally as an unified entity
and all its assets other than export debtors are located in India.
Sales (gross) for the year ended 31st March, 2009 of Rs. 31,711.72 Lakhs (2007-2008 : Rs.
19,251.53 Lakhs) includes domestic sales of Rs. 4,565.13 Lakhs (2007-2008 : Rs. 2,376.31 Lakhs).
Details of export sales and year end debtors (being related capital employed overseas), are as
follows :
2008-2009 2007-2008
2007-2 Rupees Lakhs Rupees Lakhs
(i) Sales 27,146.59 16,875.22
Asia 20,807.73 14,167.78
Europe 4,763.81 2,438.55
Others 1,575.05 268.89
(ii) Debtors (Net of advances) 205.83 (169.31)
Asia 11.41 (192.68)
Europe 128.43 36.94
Others 65.99 (13.57)
(iii) For fixed assets (tangibles and intangibles) additions,
refer column 2 of Fixed Assets Schedule (Schedule D)
53
ACCOUNT (Contd.)
19. The Company has an ongoing conversion arrangement with Tata Steel which includes
consignment agency and marketing arrangements, and the Company is responsible for
collection of debts on behalf of Tata Steel. Such debts (considered good) outstanding at the
year-end amount to Rs. 1,932.30 Lakhs ( net of discounted bills of Rs 1997.13 Lakhs) [31st
March, 2008 Rs. 6,903.92 Lakhs (net of discounted bills of Rs 1,500.00 Lakhs)], of which Rs. 79.10
Lakhs (31st March 2008 Rs. 378.28 Lakhs) are outstanding for more than six months.
20. Related Party Disclosures in keeping with Accounting Standard 18 :
a) Related Parties
Name Relationship
Tata Steel Limited (Tata Steel) The Company is an Associate Company of
Tata Steel
Mr. B.L.Raina, Managing Director (MD) Key Management Personnel
Mr. Tarun Daga, Executive Director (ED) Key Management Personnel
b) Particulars of transaction with related parties during the year :

(Rupees in Lakhs)
Related Party Transactions 2008-2009 2007-2008
Tata Steel MD ED Tata Steel Managing
Director
Reimbursement of Capital Expenditure 728.80 -
Purchase of Goods 25,346.51 17,398.26
Rendering of Services 37,276.75 22,339.20
Receiving of Services 4,001.39 3,337.91
Loan Taken 11,000.00 7,000.00
Interest on loan/ frozen liabilities 1,721.51 82.43
during the year
Remuneration paid (Note 2 above) 103.80 1.45 84.17
Balances outstanding as at year end :
Outstanding Receivables 4,528.25 1,607.03
Outstanding Payables 1,609.43 4,528.93
Outstanding Loan 18,000.00 7,000.00
Outstanding guarantee as Nil 2,500.00
on 31.3.2009 given by Tata Steel
54
ACCOUNT (Contd.)
21. Basic and Diluted Earnings per share :

2008-2009 2007-2008
i) Number of Equity Shares :-
At the beginning of the year 2,87,93,901 2,90,05,800
At the end of the year 2,87,93,901 2,87,93,901
ii) Weighted average number of Equity
Shares outstanding during the year 2,87,93,901 2,89,62,957
iii) Face Value of each Equity Shares (Rs.) 10.00 10.00
iv) Profit after tax (Rs. in Lakhs) 3,480.18 394.49
v) Less: Preference Dividend 1,311.80 -
vi) Less: Tax on Preference Dividend 222.94 -
vii) Profit after tax attributable to Equity
Shareholders (Rs/lakhs) 1,945.44 394.49
viii) Basic and Diluted Earnings per share [ (vii)/(ii) ] (Rs.) 6.76 1.36
Based upon a recent legal advice the option to convert the Optionally Convertible Preference
Shares (OCPS) into equity shares of the Company is not available as per the existing SEBI
Guidelines. Accordingly such shares have not been considered as Potential equity shares for
the purpose of computation of Diluted Earnings per share. Previous years figure have also been
rearranged to facilitate comparison.
22. Figures of the previous year have been rearranged and regrouped wherever necessary.
On behalf of the Board
B MUTHURAMAN
Chairman
S KAR B L RAINA
Company Secretary Managing Director
55
SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.)
23. Additional disclosure under Schedule VI Part IV of the Companies Act, 1956.
BALANCE SHEET ABSTRACT AND COMPANYS GENERAL BUSINESS PROFILE
I. REGISTRATION DETAILS
REGISTRATION NO. 2 1 3 6 0 6 STATE CODE 2 1
BALANCE SHEET DATE 3 1 0 3 2 0 0 9
II. CAPITAL RAISED DURING THE YEAR (Amount in Rupees Thousands)
PUBLIC ISSUE RIGHT ISSUE
0 0 0 0 0 0 0 0 0 0 0 0 0 0
BONUS ISSUE PRIVATE PLACEMENTS/CONVERSION OF LOAN
0 0 0 0 0 0 0 0 0 0 0 0 0 0
III. POSITION OF MOBILISATION AND DEVELOPMENT OF FUND (Amount in Rupees Thousands)
TOTAL LIABILITIES TOTALl ASSETS
4 8 6 0 2 3 5 4 8 6 0 2 3 5
SOURCES OF FUNDS
PAID-UP CAPITAL RESERVES & SURPLUS
1 4 1 2 5 4 3 0 4 6 0 4 0 7
SECURED LOANS UNSECURED LOANS
2 7 1 9 8 3 9 0 0 0 0 0 0 0
APPLICATION OF FUNDS
NET FIXED ASSETS INVESTMENTS
4 6 1 1 7 8 7 0 0 0 2 2 8 3
NET CURRENT ASSETS MISCELLANCEOUS EXPENDITURE
0 2 4 6 1 6 5 0 0 0 0 0 0 0
IV. PERFORMANCE OF COMPANY (Amount in Rupees Thousands)
TURNOVER TOTAL EXPENDITURE
6 7 0 7 7 9 2 6 0 8 1 0 7 0
PROFIT/LOSS BEFORE TAX PROFIT/LOSS AFTER TAX
0 6 2 6 7 2 2 0 3 4 8 0 1 8
EARNING PER SHARE IN RUPEES DIVIDEND (including Dividend Tax)
0 0 0 0 0 0 7 0 1 9 5 5 8 3
V. GENERIC NAMES OF THREE PRINCIPAL PRODUCT/SERVICES OF THE COMPANY (as per monetary terms)
Item Code No. (ITC Code) 7 2 1 0 1 2 . 0 0
Product Description : FLAT ROLLED PRODUCTS OF IRON OF A WIDTH OF 600 MM OR MORE AND OF THICKNESS
LESS THAN 0.5 MM, COATED WITH TIN
Product Description : FLAT ROLLED PRODUCTS OF IRON OF A WIDTH OF 600 MM OR MORE AND OF THICKNESS
LESS THAN 0.5 MM, NOT COATED
Product Description : FLAT ROLLED PRODUCTS OF IRON OF A WIDTH OF 600 MM OR MORE NOT COATED
B Muthuraman
Chairman
B L Raina S Kar
Managing Director Company Secretary
56
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2009
for the year ended for the year ended
CASH FLOW FROM OPERATING ACTIVITIES :
Net Profit before Taxation 6,267.22 807.58
Adjustment for :
Depreciation 2,805.76 2,259.92
Miscellaneous Expenditure witten off 1,212.59 606.29
(Profit)/Loss on Sale of Fixed Assets 0.28 (0.26)
Provision for wealth tax 2.48 1.70
Interest Expense 2,508.57 1,263.76
Interest Income (12.82) (20.47)
Unrealised Foreign Exchange (Gain)/Loss 184.95 62.45
Dividend Received (2.06) (1.72)
Provision for Doubtful Debts no longer required written back (net) (2.10) (37.65)
Bad Debts written off 11.45 -
Provision for doubtful advances and Other Current Assets 398.57 -
Liability/Provision no longer required Written Back - (47.02)
7,107.67 4,087.00
OPERATING PROFIT BEFORE WORKING WORKING CAPITAL CHANGES 13,374.89 4.894.58
Adjustments for :
Sundry Debtors (1,593.24) 278.33
Other Receivables (3,809.36) (414.55)
Inventories (2,187.08) 2069.46
Trade and other payables (698.78) 582.66
(8,288.46) 2,515.90
CASH GENERATED FROM / (USED IN) OPERATIONS 5,086.43 7,410.48
Direct Taxes (paid)/refund(net) (403.08) (213.65)

(403.08) (213.65)
NET CASH FROM / (USED IN) OPERATING ACTIVITIES (A) 4,683.35 7,196.84
CAST FLOW FROM INVESTING ACITIVITIES
Purchase of Fixed Assets (6,972.50) (13,850.22)
Sale of Fixed Assets 1.22 0.36
Dividend received 2.06 1.72
Interest received 37.40 45.38
Finance Lease Rent Payment (Principal Portion) (29.18) (2.08)
NET CASH FROM/(USED IN) INVESTING ACTIVITIES (B) (6,961.00) (13,804.84)
CAST FLOW FROM FINANCING ACITIVITIES
Proceeds from Long Term Borrowings 11,000.00 -
Repayment of Long Term Borrowings (2,640.03) (3,181.36)
Proceeds/(Repayment) from/(of) short term borrowings (2,384.75) (11,403.40)
Interest paid (2,938.72) (1,598.25)
Finance Lease Rent Payment (Interest Portion) (11.71) (0.21)
Money received against partly paid shares - 9.77
Dividend Paid (0.06) (0.47)
NET CAST FROM/(USED IN) FINANCE ACTIVITIES (C) 3,024.73 6,632.88
Net Increase/(Decrease) in Cash and Cash Equivalents (A) + (B) + (C) 747.08 24.88
Cash and Cash Equivalents at the Beginning of the year (Schedule H) 76.01 51.13
Cash and Cash Equivalents at the End of the year (Schedule H) 823.09 76.01
57
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2009 (Contd.)
Notes :
1. The above Cash Flow Statement has been compiled/prepared based on the audited accounts of
the Company under the Indirect Method as set out in the Accounting Standard-3 on Cash Flow
Statements and the reallocations made as required for the purpose.
2. The schedule referred to above forms an integral part of the Cash Flow Statement.
3. Figures for the previous year have been rearranged and regrouped wherever necessary.
This is the Cash Flow Statement referred to in our report of even date.
B Muthuraman
Chairman
P Law S Kar B L Raina

Partner Company Secretary Managing Director
Membership Number : 51790
Price Waterhouse
Chartered Accountants
Mumbai, 8th June, 2009
58
CORPORATE GOVERNANCE REPORT FOR THE YEAR 2008-09
1. Companys philosophy on Corporate Governance
Your Company has been practising good Corporate Governance over the years upholding the
Tata traditions and values. The Company has not only put in place the system for compliance
of regulatory requirements but also the system for customers satisfaction and meeting the
expectations of its stakeholders, employees and the society. It is the philosophy of the
Company to continue to have accountability, transparency and integrity in all its business
transactions and practices.
2. Board of Directors
2.1 The Board of the Company consists of ten members comprising a non-executive Chairman,
seven other Non-executive directors (out of them five are independent directors) and two
executive directors. None of the Directors on the Board is a member in more than 10
committees and Chairman of more than 5 committees (as specified in clause 49 of the Listing
Agreement), across all companies in which he is a Director. The necessary disclosures regarding
committee positions have been made by the Directors.
2.2 COMPOSITION, CATEGORY AND NUMBER OF OTHER BOARD AND COMMITTEE POSITIONS
HELD AS ON 31st MARCH, 2009
Name Executive/ Number of other Number of other
(Promoter = P Non Executive/ Directorships held Committee
Non Promoter = NP Non Executive in Public Limited positions* held
and Independent Companies
Incorporated in India
As As
Chairman Member
Mr B Muthuraman (P) Chairman 4 None 1
Non Executive
Mr Sujit Gupta (NP) Non Executive 3 2 0
and Independent
Mr Anand Sen (P) Non Executive 3 1 1
Mr Dipak Banerjee (NP) Non Executive 9 2 5
and Independent
Mr S P Nagarkatte (NP) Non Executive
and Independent None None None
Mr Koushik Chatterjee (P) Non Executive 3 None None
Mr Ashok Kumar Basu (NP) Non Executive 6 None 2
and Independent
Mr B N Samal (NP) Non Executive None None None
and Independent
Mr B L Raina Managing 2 None None
Director
Mr Tarun Kumar Daga Executive 1 None None
Director
* Committee positions held in other Indian public limited Companies are considered. For this
purpose only two Committees viz. the Audit Committee, and the Shareholders/Investors
Grievance Committee are considered.
59
2.3 All independent directors have confirmed their independence to the Company.
2.4 The non-executive directors have no pecuniary relationship or transactions with the Company
in their personal capacity.
2.5 The information as mentioned in Annexure IA of Clause 49 of the Listing Agreement with
the Stock Exchange is made available to the Board members. The Board periodically reviews
compliance reports of all laws applicable to the Company and the steps taken to rectify
instances of non-compliance.
2.6 The Company has adopted the Tata Code of Conduct for Managing Director, Executive Director
and Senior Management Personnel of the Company. It has also adopted a separate Code of
Conduct for the Non-Executive Directors of the Company. Both the Codes of Conduct are
posted on the website of the Company. The Company has received confirmations from the
Non-Executive Directors, Managing Director, Executive Director and Senior Management
Personnel regarding compliance with the Code of Conduct for the year ended 31st March,
2009. A declaration to this effect signed by the Managing Director is attached to this report.
2.7 ATTENDANCE RECORD OF THE DIRECTORS
The Board of Directors met 5 times during the year on 9.05.08, 16.06.08, 23.07.08, 23.10.08 and
16.01.09
Name of Directors No. of Board Meetings Attendance at Last AGM
Held during Attended during held on 29th August, 2008
the year the year
Mr B Muthuraman 5 5 Yes
Mr Sujit Gupta 5 2 Yes
Mr Anand Sen 5 3 No
Mr Dipak Banerjee 5 4 Yes
Mr Koushik Chatterjee 5 4 Yes
Mr S P Nagarkatte 5 4 Yes
Mr N Ramasubramanian * 5 3 Yes
Mr Chinubhai Shah * 5 2 Yes
Mr Ashok Kumar Basu * 5 0 Not Applicable
Mr B N Samal * 5 1 Not Applicable
Mr B L Raina 5 5 Yes
Mr Tarun Kumar Daga* 5 0 Not Applicable
* Note :
l Mr N Ramasubramanian and Mr Chinubhai Shah ceased to be Directors of the Company
w.e.f 15th September, 2008 and 8th September, 2008 respectively.
l Mr Ashok Kumar Basu and Mr B N Samal joined the Board of the Company w.e.f 23rd
October, 2008 and 14th November, 2008 respectively.
l Mr Tarun Kumar Daga has been appointed an Additional Director and Executive Director
w.e.f 9th March, 2009
3. Audit Committee
3.1 Brief Description of terms of reference
a) The Audit Committee of the Company was constituted on 20th April 1987.
60
b) The broad terms of reference of the Audit Committee were to review reports of the Internal
Auditors and discuss the same at regular periodic intervals, to discuss with the Statutory
Auditors their findings and suggestions on matters pertaining to financial reporting and to
oversee the Companys entire financial reporting process.
c) The scope of activities of the Audit Committee includes the areas laid out in Section 292A
of the Companies Act, 1956 and Clause 49 II(D) of the Listing Agreement. The powers of
the Audit Committee are in accordance with Clause 49 II(C) of the Listing Agreement. The
Audit Committee reviews the information stipulated under Clause 49 II(E) of the Listing
Agreement.
3.2 During the year three meetings of the Audit Committee were held on 09.05.08, 28.07.08 and
16.01.09. Mr Chinubhai Shah and Mr N Ramasubramanian ceased to be Directors of the
Company and consequently members of the Audit Committee w.e.f. 8th and 15th September
2008 respectively pursuant to withdrawal of their nomination by IDBI Bank and LIC respectively.
LIC appointed their new nominee Director in November 2008 and IDBI Bank informed the
Company in October 2008 that they did not intend to appoint a nominee on the Companys
Board. As the number of Directors on the Audit Committee was reduced to only one i.e. Mr
S P Nagarkatte till reconstitution of the committee as indicated in paragraph 3.4 below,
therefore the Audit Committee Meeting could not be held in October 2008 for recommending
the Audited Financial Results of the Company for the half year and quarter ended 30th
September 2008, to the Board, which met on 23rd October 2008.
3.3 The Audit Committee met on 9th May 2008 and reviewed the Annual Accounts of the Company
for the year ended 31st March 2008 before recommending the same to the Board of Directors.
The Audit Committee had also periodically reviewed the Audited Financial Results during the
year before recommending the same to the Board of Directors for adoption and publication.
3.4 The Audit Committee was reconstituted on 16th December, 2008 and comprise Mr. S P
Nagarkatte, Chairman, Mr Dipak Banerjee, Mr Koushik Chatterjee and Mr Ashok Kumar Basu as
Members. Mr N Ramasubramanian and Mr Chinbhai Shah ceased to be the members of the
Committee from the date of the cessation of directorship of the Company as mentioned in
paragraph 3.2 above.
3.5 The composition of the Committee and the number of meetings attended by each of the Directors
are given below :
Sl. No. Name of the Director Position No. of Meetings
Held Attended
1. Mr S P Nagarkatte Chairman 3 3
2. Mr Dipak Banerjee Member 3 1
3. Mr Koushik Chatterjee Member 3 1
4. Mr Ashok Kumar Basu Member 3 Nil
5. Mr N Ramasubramanian Member 3 2
6. Mr Chinubhai Shah Member 3 1
3.6 All the members of the Committee are independent Directors, except Mr Koushik Chatterjee who
is a Non-Executive Director and all the members have accounting or related financial management
expertise.
3.7 The Chairman of the Audit Committee was present in the last Annual General Meeting held on
29th August, 2008. The Head of Finance, Chief Internal Auditor and the Statutory Auditors were
present at all the above three meetings of the Audit Committee as invitees.
61
3.8 The Company Secretary, Mr S Kar is the Secretary to the Audit Committee and was present at
all the above three meetings.
4. Remuneration Committee
4.1 The Remuneration Committee was constituted on 19th March, 2001 to decide upon the
compensation package of the Wholetime Director(s) within the broad frame-work of the Group
Policy, merit and Companys performance.
4.2 The Remuneration Committee was reconstituted on 16th December, 2008 and comprises of
Mr Dipak Banerjee as Chairman (a Non-Executive and Independent Director), Mr B Muthuraman
and Mr Sujit Gupta as Members. Mr Chinubhai Shah ceased to be the member of the committee
from the date of cessation of directorship of the Company.
4.3 During the year one meeting of the Remuneration Committee was held on 9th May, 2008
which was attended by Mr Chinubhai Shah and Mr Dipak Banerjee.
Details of remuneration for year ended 31st March, 2009
(i) Non-Wholetime Directors
Sl. No. Name of Directors Commission* (Rs) Sitting fees Paid (Rs)
1. Mr B Muthuraman 2,00,000 50,000
2. Mr Sujit Gupta 2,00,000 20,000
3. Mr Anand Sen 2,00,000 30,000
4. Mr Dipak Banerjee 2,00,000 60,000
5. Mr Koushik Chatterjee 2,00,000 50,000
6. Mr S P Nagarkatte 2,00,000 70,000
7. Mr N Ramasubramanian 2,00,000 57,500
8. Mr Chinubhai Shah 2,00,000 47,500
9. Mr B N Samal 2,00,000 10,000
10. Mr Ashok Kumar Basu 2,00,000 Nil
* Payable in the year ending 31st March, 2010
The sitting fees of the NonExecutive Directors is Rs10,000/- per meeting in respect of
Board, Audit and Remuneration Committee meetings and Rs. 7,500/- per meeting in respect
of Shareholders Grievance Committee meetings.
None of the Non-Executive Directors are holding any shares or convertible instruments of
the Company.
(ii) Wholetime Directors
Name Salaries (including Contribution Other Stock
Perquisites and to Provident Benefits Options
Performance and other (Actual and/or
linked bonus) Funds Estimated)
Rs. lakhs Rs. lakhs Rs. lakhs
Mr B L Raina 81.06 9.59 13.15 NIL
Mr. Tarun 1.21 0.24 NIL NIL
Kumar Daga
(for 23 days in
2008-09)
62
Period of contract of MD : The Managing Director was reappointed for a further period
from 24th August, 2005 to 16th June, 2009 at the Meeting of
the Board of Directors held on 25th April, 2005 based upon
the recommendation of the Remuneration Committee. The
Shareholders at the Annual General Meeting held on 28th July,
2005 approved the reappointment and the terms of
remuneration.
The contract may be terminated by either party giving the
other party 3 months notice or the Company paying 3
months salary in lieu thereof.
Severance fees Nil.
The Company at present has no stock option scheme.
Period of contract of ED : Subject to the approval of the Shareholders at the Annual
General Meeting the Executive Director is appointed for a
period of 5 years from 9th March, 2009 by a resolution by
circulation passed by the Board of Directors of the Company
dated 9th March, 2009.
The contract may be terminated by either party giving the
other party 3 months notice or the Company paying 3
months salary in lieu thereof.
Severance fees Nil.
The Company at present has no stock option scheme.
5. Shareholders Grievance Committee
5.1 A Shareholders Grievance Committee was constituted on 19th March, 2001 to specifically look
into the redressal of shareholders grievances relating to transfer of shares, non receipt of
balance sheet and any other matters.
5.2 The Committee was reconstituted on 16th December, 2008 and the Committee presently
comprises of Mr Sujit Gupta as Chairman, Mr Anand Sen and Mr Ashok Kumar Basu as Members.
Mr Chinubhai Shah and Mr N Ramasubramanian ceased to be the members with effect from
the date of cessation of their directorship from Company. Mr S Kar, Company Secretary is the
Compliance Officer of the Company.
5.3 During the year only one meeting of the Shareholders Grievance Committee was held on
09.05.08
a) Number of shareholders complaints received during the year 1
b) Number of complaints not resolved to the satisfaction of the shareholders as on 31st March,
2009 1
c) Number of pending complaints as on 31st March, 2009 1
d) Number of pending share transfers 10 requests in physical form involving 9238 Equity
Shares and 2 requests in demat form involving 1095 Shares were pending as on 31st
March, 2009.
63
5.4 The Company has appointed TSR Darashaw Limited (formerly known as Tata Share Registry
Limited) as the Registrar and Transfer Agents of the Company. The delegated authority is taking
measures so that the share transfer formalities are attended to at least once in a fortnight. The
Company Secretary is also authorised by the Board to do all acts, deeds and matters and sign
all documents that may be required in the matter relating to shares from time to time.
6. General Body Meetings
6.1 Location and time, where last three Annual General Meetings were held :
Year AGM/ Location Date Time No. of Special

EGM Resolutions
2005-06 AGM Williamson Magor Hall, 11.07.2006 11.00 AM 3
The Bengal Chamber of
Commerce & Industry,
6 Netaji Subhas Road,
Kolkata - 700001
2006-07 AGM Williamson Magor Hall, 20.07.2007 4.00 PM NIL
Kolkata - 700001
2007-08 AGM Williamson Magor Hall, 29.08.2008 3.00 PM NIL
Kolkata - 700001
6.2 A resolution was passed during the year ended 31st March, 2009 by postal ballot for reducing the
dividend rate of the Non-Cumulative Optionally Convertible Preference Shares. Special resolutions
were sent to the shareholders by postal ballot for their approval to increase in the Authorised
Share Capital.
6.3 Particulars of the Directors to be appointed and reappointed at the ensuing Annual General
Meeting are given in the Notice convening the Annual General Meeting as required under Clause
49IV(G) of the Listing Agreement with the Stock Exchange.
7. Disclosures
7.1 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 :
l The Company has an on-going conversion arrangement with Tata Steel Ltd. (Tata Steel) which
includes consignment agency and marketing arrangements and the Company is responsible
for collection of debts on behalf of Tata Steel. Tata Steel also provides certain infrastructure
facilities to the Company at Jamshedpur on terms considered reasonable and beneficial to the
Company. The Company purchases tinplate from Tata Steel for exports on its own account to
64
various countries. None of the transactions with any of the related parties were in conflict
with the interest of the Company. During the year the inter corporate deposit from Tata
Steel was converted to a secured loan.
l For the details of related party relationships and transactions as required by the Accounting
Standard 18 on Related Party Disclosures issued by the Institute of Chartered Accountants
of India please refer Note No. 20 of Schedule P of the Annual Audited Accounts for the year
ended 31st March, 2009.
7.2 The Company has laid down procedures for informing the Board members about the risk
assessment and minimization procedures in accordance with clause 49(IV)(C) of the Listing
Agreement with the Stock Exchange. The Board was informed of the review of the risk
assessment and minimization procedure by the Audit Committee on 9th May, 2008.
7.3 The Company has formulated a Whistle Blower Policy and affirms that no personnel has been
denied access to the Audit Committee.
7.4 The management have informed the Board in accordance with Clause 49(IV)(F)(ii) of the Listing
Agreement that they are not having any personal interest in material, commercial and financial
transactions of the Company that may have potential conflict with the interest of the Company
at large.
7.5 Details of non compliance by the Company, penalties, strictures imposed on the Company by
Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets,
during the last three years NIL.
7.6 The CEO i.e. the Managing Director and CFO i.e. Chief (Finance) have given the necessary
certificates as requested under Clause 49(V) of the Listing Agreement.
7.7 All the mandatory requirements other than as indicated in paragraph 3.2 above have been
appropriately complied with and the non mandatory requirements relating to Remuneration
Committee and Whistle Blower Policy have been complied with.
8. Means of Communication
8.1 In compliance with the requirements of the Listing Agreement, the Company, on quarterly
basis, intimates audited financial results to the Stock Exchanges immediately after they are
taken on record by the Board. Further, coverage is given for the benefit of the Shareholders
and Investors by publication of the financial results in the Business Standard and Aajkal.
8.2 The financial results of the Company are also put on the web site of the Company after these
are submitted to the Stock Exchanges. Official information like press releases are also available
on the web site. The Companys web site address is www.tatatinplate.com. The shareholders
are free to communicate their grievances and queries to the Company through email id.
share.department@tatatinplate.com .
9. General Shareholder Information
Annual General Meeting
Date & Time : 31st August, 2009 at 11.30 A.M
Venue : Williamson Magor Hall,
The Bengal Chamber of Commerce & Industry,
Kolkata - 700001
65
Financial Year
Financial Reporting for quarter ending 30.6.2009 July 2009
Financial Reporting for half year ending 30.9.2009 October 2009
Financial Reporting for quarter ending 31.12.2009 January 2010
Financial Reporting for the year ending 31.3.2010 April 2010
Annual General Meeting for the year 2010 July 2010
Date of Book closure
23rd to 24th July, 2009.
Dividend Payment Date
Dividend payment date is 4th September, 2009.
Listing on Stock Exchanges Stock Code /Symbol
National Stock Exchange of India Ltd. TINPLATE EQ
Exchange Plaza, Bandra Kurla Complex,
Bandra (E) , Mumbai 400051
Bombay Stock Exchange Ltd. 504966
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai - 400001
The closing high & low market prices, average volume, average number of trades and
average value of shares during each month at Bombay Stock Exchange Ltd. during April
2008 to March 2009 were as follows :
MONTH HIGH LOW Average per day

(CLOSING) (CLOSING) Avg.Volume Avg. No. of Avg. Value /day
Rs. Rs. per day Trades/day Rs.
April 08 43.60 36.90 14276 131 582128
May 08 43.20 39.30 13733 111 568173

June 08 38.75 31.65 8246 76 296120
July 08 38.60 31.20 9554 96 331533
August 08 47.70 37.70 64942 462 255307
September 08 41.00 29.75 10255 110 368125
October 08 30.90 20.15 15850 103 369714
November 08 26.40 20.50 9500 76 226848
December 08 29.30 20.50 7832 93 205930
January 09 29.05 22.20 9603 90 257469
February 09 23.00 21.10 3658 35 81206
March 09 22.50 19.00 7075 52 144068
66
Performance of TCIL Share Price in comparison to BSE Sensex
60.00 20,000.00
18,000.00
50.00
16,000.00
SHARE PRICE
SENSEX
40.00 14,000.00
12,000.00
30.00 10,000.00
8,000.00
20.00
6,000.00
10.00 4,000.00
2,000.00
0.00 0.00
Apr May Jun July Aug Sept Oct Nov Dec Jan Feb Mar
SHARE PRICE SENSEX
Registrar & Transfer Agents

TSR Darashaw Ltd. was appointed as the Registrar and Share Transfer Agent of the Company with
effect from 1st April, 2002 for the Equity Shares held in both physical and dematerialised form. Their
address for communication :
Head Office Branch Office

TSR Darashaw Limited TSR Darashaw Limited
6-10 Haji Moosa Patrawala Ind Estate Tata Centre, 1st Floor
20, Dr. E Moses Road, Mahalaxmi 43, Chowringhee Road
Mumbai - 400 011 Kolkata - 700071
Tel No. (022) 6656 8484 Tel No. (033) 2288 3087
Fax No. (022) 6656 8494/6656 8496 Fax No. (033) 2288 3062
E-mail: csg-unit@tsrdarashaw.com E-mail: tsrlcal@tsrdarashaw.com
ISIN NO. INE 422C01014
Share Transfer System

Share Transfer in physical form can be lodged with TSR Darashaw Ltd. at the above mentioned
address or at their branch offices, address of which are available on their website or at the Registered
Office of the Company.
The Transfers are processed within 15 days if technically found to be in order and complete in all
respects. As per directive issued by SEBI dated 27.12.2000 it is compulsory to trade in the Companys
Equity Shares in dematerialised form.
67
Distribution of Shareholding
The distribution of Shareholding as on 31.03.2009 and 31.03.2008 are as follows :
In the Range of 31.03.2009 Percent 31.03.2008 Percent
No. of % No. of %
Shareholders Shareholders
1 to 500 23,286 87.59 23,535 87.45
501 to 1000 1,815 6.83 1,863 6.92
1001 to 2000 781 2.94 801 2.98
2001 to 3000 283 1.06 267 0.99
3001 to 4000 93 0.35 89 0.33
4001 to 5000 93 0.35 112 0.42
5001 to 10000 126 0.47 129 0.48
10001 and above 108 0.41 115 0.43
Total 26,585 100.00 26,911 100.00
Shareholding pattern as on 31.3.2009 is as follows :

Category Shares held % of
Shareholding
PROMOTERS HOLDING
Tata Steel Ltd. 88,75,000 30.82
Ewart Investments Ltd. 250 0.00
Kalimati Investment Co. Ltd. 4,35,861 1.51
93,11,111 32.33
PUBLIC FINANCIAL INSTITUTIONS
UTI 1,867 0.01
LIC 22,19,215 7.71
GIC & its subsidiaries 82,400 0.29
IFCI Ltd. 5,64,000 1.96
IDBI Ltd. 1,100 0.00
Nationalised Banks 3,725 0.01
Mutual Funds 7,450 0.03
FOREIGN HOLDINGS
FIIs 39,093 0.14
NRIs 73,550 0.26
OTHER BODIES CORPORATE
Domestic Companies 61,29,928 21.29
Trusts 37,079 0.13
ICICI Bank Ltd. 300 0.00
Others Banks 300 0.00
Foreign Banks 600 0.00
DIRECTORS and THEIR RELATIVES 12,750 0.04
INDIVIDUALS 103,09,433 35.80
287,93,901 100.00
68
Major Shareholding Group
Individuals Tata Group
(including 32.33%
Directors)
35.84%
Other Bodies Public Financial

Corporate Institution
21.42% Foreign Holdings 10.01%
0.40%
Dematerialisation of Shares and Liquidity

As on 31st March, 2009, 2,70,14,618 Equity Shares have been dematerialised which is 93.82 percent
of the total shares of the Company. For the purpose of dematerialisation, agreements have been
signed by the Company with National Securities Depository Limited and the Central Depository
Services Limited, whereby shareholders have an option to dematerialise their shares with either
of the depositories.
Break up of Shares held in Electronic and Physical Form
Electronic Holding
93.82%
Physical Holding
6.18%
69
Outstanding GDRs/ADRs, Warrants or any convertible instruments, conversion date and

likely impact on equity
1,12,33,000 8.5% (12.5% upto 15th January, 2009) Non-cumulative Optionally Convertible
Preference Shares (OCPS) of Rs.100/- each were issued in the financial year 1999 - 2000, 2000
- 2001 with an option for conversion into equity shares at par. Based upon a recent legal advice,
the option to convert the Optionally Convertible Preference Shares (OCPS) into equity shares
of the Company is not currently available as per the existing SEBI Guidelines. The OCPS will be
redeemed in accordance with the provisions of the Companies Act, 1956 and other applicable
laws between 2012-2015.
Plant Location :
TCIL WORKS :
The Tinplate Company of India Limited
Golmuri, Singhbhum
Jamshedpur 831003
Tel No. (0657) 2340713/20
Fax No. (0657) 2340517
E-mail : gmw.office@tatatinplate.com
Address for correspondence :
REGISTERED OFFICE:
4 Bankshall Street
Kolkata 700001
Tel. No. (033) 2243-5401/5407/5410
Fax No. (033) 2230 4170
E-mail : share.department@tatatinplate.com
70
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR
MANAGEMENT PERSONNEL WITH THE CODE OF CONDUCT
This is to confirm that the Company has adopted Tata Code of Conduct for its employees
including the Managing Director. In addition, the Company has adopted the Code of
Conduct for Non-Executive Directors. Both these Codes are posted on the Company's
website.
I confirm that the Company has in respect of the financial year ended March 31, 2009,
received from the senior management team of the Company and the Members of the
Board a declaration of compliance with the Code of Conduct as applicable to them.
For the purpose of this declaration, Senior Management Team means the Members of the
Management one level below the Executive Directors as on March 31, 2009.
B L Raina
8th June, 2009 Managing Director
71
Auditors' Certificate regarding compliance of conditions of Corporate

Governance
To the Members of
1. We have examined the compliance of conditions of Corporate Governance by The Tinplate

Company of India Limited, for the year ended 31st March, 2009, as stipulated in Clause 49 of the
Listing Agreements of the said Company with stock exchanges in India.
2. The compliance of conditions of Corporate Governance is the responsibility of the Companys

management. Our examination was carried out in accordance with the Guidance Note on
Certification of Corporate Governance (as stipulated in Clause 49 of the Listing Agreement), issued
by the Institute of Chartered Accountants of India and was limited to procedures and
implementation thereof, adopted by the Company for ensuring the compliance of the conditions
of 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 explanations given to
us, we certify that, except for the fact that only three Audit Committee meetings of the Company
were held during the year instead of at least four meetings as stipulated under clause 49(II)(B) of
the Listing Agreement, for reasons indicated in the paragraph 3.2 of the Corporate Governance
Report issued by the Company, the Company has complied with the conditions of Corporate
Governance as stipulated in the above mentioned Listing Agreements.
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.
(P Law)
Partner
Membership No. 51790
Place : Kolkata Price Waterhouse
Date : 8th June, 2009 Chartered Accountants
72
ANNEXURE I TO DIRECTORS REPORT
PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE
REPORT OF THE BOARD OF DIRECTORS) RULES, 1988.
A. Conservation of Energy
a) Energy conservation Measures Taken
(i) On Conservation of fuels
1. Re- engineering of annealing cycles based on findings of Mathematical Modelling
studies carried out in 07-08 to reduce heating / soaking cycle times & thereby fuel
(HSD) consumption.
2. Weekly survey / audits to check & plug steam pipe leakages.
3. Periodical inspection & replacement of steam traps & steam line lagging.
(ii) On Conservation of power
1. Re - engineering of pass schedules in 6 Hi mill to reduce power consumption.
2. Installation of new motor of higher speed (1150 mpm max.) in place of original Mill
Stand Motor for 6 hi resulting in lower specific power consumption.
3. Modification of Grid Design in Electrolytic Cleaning Line (ECL) to reduce power
consumption without compromising on cleaning efficiency.
4. Adoption of Conduction - Induction reflow melting system in new Electrolytic
Tinning Line (ETL 2) instead of the conventional Conduction type reflow melting
system (existing in ETL 1) to reduce power consumption.
5. Replacement of incandescent lights by energy efficient light fittings in hospital,
offices & residential quarters.
6. Voluntary power cut for 2 hours every day (except Sundays) from October to March
in the entire township.
d) Total Energy Consumption and Energy Consumption per unit of production : Form A
enclosed.
B. Technology Absorption
c) Efforts made in technology absorption as per Form B: Form B enclosed
C. Foreign Exchange Earnings & Outgo
d) Activities relating to exports, initiatives taken to increase exports ; development of new
export markets for products and services; and export plans.
Exports are focused towards the following regions : South East and West Asia,
Neighbouring countries, Europe and Africa. The attempt is to increase the spread in
countries, customers and product categories.
73
e) Total foreign exchange used and earned Rs. In lakhs

i) CIF value of imports 8670.96
ii) Expenditure in foreign currency 647.47
iii) Foreign exchange earned 26319.07
FORM A
Form for disclosure of particulars with respect to Conservation of Energy : 2008 -2009
A. POWER & FUEL CONSUMPTION
Particulars 2008 - 2009 2007 2008

1. Electricity
a. Purchased
Units (Million Kwh) 93 87
Total Amount (Rs. Lakhs) 3385 3032
Rate / Unit (Rs.) 3.60 3.49
b. Own Generation
Through Diesel Generator
Units (Million Kwh) 0.0798 0.1962
Unit / Ltr of Diesel Oil (Kwh) 3.50 3.50
Cost / Unit (Rs.) 17.94 15.67
2. Coal Non-Coking Coal, Non-Coking Coal,
Grade - D & E used Grade - D & E used
in boilers in boilers
Quantity (Tonnes) 21,795 20,950
Total Cost (Rs. Lakhs) 412 348
Average Rate / Tonne. (Rs.) 1,891 1,660
3. Furnace Oil
Quantity (KL) - -
Total Cost (Rs. Lakhs) - -
Average Rate / KL (Rs.) - -
4. HSD Oil
Quantity (KL) 3,294 2,690
Total Cost (Rs. Lakhs) 1,041 790
Average Rate / KL (Rs.) 31,603 26,680
5. Other Internal Generation N.A N.A
74
B. CONSUMPTION PER UNIT OF PRODUCTION (WORKS ONLY)
Particulars Standard 2008-2009 2007-2008
ETP PLANT CRM PLANT ETP PLANT CRM PLANT ETP PLANT CRM PLANT
Products ETP/TFS TMBP/FHCR ETP/TFS TMBP/ FHCR ETP/TFS TMBP/FHCR
Production (t) 170,000 190,000 185,572 181,523 168,133 185,246

Electric Power 185 363 151 275 151 273
(KWH / Tonne)
Furnace Oil
(Ltr. / Tonne)
H.S.D Oil _ _ _ 18 _ 16
(Ltr. / Tonne)
Coal (Kg / Tonne) 73 97 59 59 54 64
FORM B
Form for disclosure of particulars with respect to Technology Absorption : 2008-09
A. RESEARCH AND DEVELOPMENT
1. Specific areas in which development activities are carried out by the Company :
i. Work on chrome free passivation on tinplate (continuing) - laboratory scale trials
successfully completed in development of alternative chrome free passivation
medium.
ii. Development of DR 09 through BA route for lug caps (52 & 63 mm dia).
iii. Development of tinplate packing system to eliminate rust formation due to
condensation in transit.
iv. Work on optimisation of cold reduction / annealing to eliminate formation of pinhole
during subsequent can fabrication process.
2. Benefits derived as result of the improvement activities :
i. Reduction of customer complaints on rusting in transit & generation of pinholes
during subsequent fabrication.
ii. Substitution of imported DR 09 produced through CA route for lug cap application
with DR 09 produced indigenously through BA route for small & medium size lug
caps.
3. Future Plan of Action :
i. Further work in chrome free passivation - on line trials & evaluation of product for
suitability as alternative to chrome free passivation.
75
ii. Development of alternative cost effective HR grades to substitute TMBP 2 grade used currently
for T 4 temper grade tin mill products (jointly with Tata Steel).
iii. Substitution of moulded plastic ends of capacitors with tinplate.
iv. Development of 3 piece necked in cans for paint packaging to substitute 4 piece
cans currently in use (material savings).
v. Development of DR 09 TFS through BA route for 82 mm diameter lug caps.
B. ENVIRONMENTAL REPORT
Environment measures taken during the year 2008-09
i. Water Pollution Control :
l Belt Press Filters commissioned in both CRM & ETL Waste Water Treatment Plants to
more effectively control suspended solids in treated effluents from CRM & ETLs.
l Modifications of ETL Waste Water Treatment Plant to continuous automated mode

from batch manual process to continuously ensure control of pH & hexavalent
Chromium.
l New Secure Land Fill area commissioned to store hazardous chromate sludge as per
Polution Control Board requirements.
ii. Air Pollution Control :
l Ambient air quality and stack emissions are being monitored by S.G.S (India) Pvt.
Ltd. a Government approved consultant and kept within statutory norms.
l No violations with respect to meeting statutory air pollution norms reported during
checks by statutory agencies.
iii. Statutory Compliance :
All statutory requirements under Pollution Control were complied.

l Environmental Consents and authorizations under various Acts and rules were
applied for renewal to the Jharkhand State Pollution Control Board.
l Environmental Statements, returns and statutory conditions under NOC and consents
are being complied as per law.
iv. Awareness :
l World Environmental Day was celebrated on 5th June 2009 by organizing

Competitions like quiz, slogan, poster etc to create awareness and tree plantation
done extensively.
76
ANNEXURE II TO DIRECTORS REPORT
Sl. Name Age Qualification Designation Commencement Experience Remuneration Last Employment
No. and Nature of employment in years with designation
of duties
1. Raina B. L 65 B.E. (Mech.) Managing 24. 8. 1997 39 10,379,895 Director of Inter-
Post Gradu- Director national Trade,
ate Diproma Tata Steel Ltd.
in Business
Management
NOTES :
Remuneration as shown above includes Salaries, Allowances, Leave Travel Allowances, Medical
Expenses, Commission (if any). Companys contribution of Provident Fund and Superannuation
Fund and expenditure incurred by the Company for accommodation and other facilities except
Motor Car expenses which has been evaluated as per I.T. Rules.
For and on behalf of the Board
B Muthuraman
Mumbai, 8th June, 2009 Chairman
77
Production Statistics
H.D. PLANT E.T. PLANT COLD ROLLING MILL
Electrolytic Tinfree
Blackplate* Tinplate Steel Total C. R. Products
Year Tonnes Tonnes Tonnes Tonnes Tonnes
1995-96 126,711 40,414 93 40,507 16,049
1996-97 118,955 48,115 48,115 52,443
1997-98 92,594 56,098 56,098 68,588
1998-99 47,398 93,328 93,328 106,434
(15 months)
1999-2000 70,805 2,124 72,929 88,964
(9 months)
2000-01 102,549 2,095 104,644 132,065
2001-02 100,701 3,854 104,555 126,107
2002-03 109,835 3,772 113,607 139,428
2003-04 125,599 2,385 127,984 154,211
2004-05 139,061 1,604 140,665 167,217
2005-06 149,767 1,754 151,521 177,446
2006-07 155,224 2,207 157,431 178,841

2007-08 165,076 3,057 168,133 185,246
2008-09 180,052 5,520 185,572 ** 181,523 ***
* Blackplate includes G.P. and G.C. Sheets production under the conversion arrangements with
the Tata Steel Ltd.
** Includes 10054 tonnes of own production and 175518 tonnes under the conversion
arrangements with the Tata Steel Ltd.
*** CR Products includes production under conversion arrangement with the Tata Steel Ltd.
78
Capital Accounts
in Rupees Lak hs
Current Deferred
Reserve Share- Deferred Deferred Liabilities Net Revenue Loss
and holders Borrow- Tax To t a l Gross Depre- Net Tax Invest- Current & Current Expendi- Carried
Year Capital Surplus Funds ing Liability Fund Block ciation Block Assets ment Assets Provision Assets ture Forward
1984-85 714.43 47.92 762.35 2,543.59 3,305.94 2,842.58 1,351.07 1,491.51 0.43 3,368.34 1,563.75 1,804.59 9.41
1985-86 1,104.43 328.95 1,433.38 2,040.74 3,474.12 2,974.65 1,410.16 1,564.49 0.37 4,069.58 1,257.22 2,812.36 6.90
1986-87 1,014.43 639.97 1,654.40 2,643.10 4,297.50 3,252.93 1,596.21 1,656.72 0.37 3,534.54 898.52 2,636.02 4.39
1987-88 1,014.43 825.94 1,840.37 1,853.64 3,694.01 3,269.84 1,832.32 1,437.52 0.37 2,961.47 1,067.23 1,894.24 1.88
1988-89 1,014.43 1,111.10 2,125.53 3,045.25 5,170.78 4,389.28 2,042.41 2,346.87 0.37 4,809.54 1,986.00 2,823.54
1989-90 1,014.43 1,216.32 2,230.75 4,058.61 6,289.36 5,367.76 2,294.90 3,072.86 7.87 7,245.09 4,036.46 3,208.63
1990-91 1,014.43 1,277.34 2,291.77 2,708.53 5,000.30 5,718.58 2,643.63 3,074.95 7.87 5,862.52 3,945.04 1,917.48
1991-92 1,014.43 1,498.28 2,512.71 2,671.28 5,183.99 6,407.37 2,941.91 3,465.46 7.87 8,913.05 7,202.39 1,710.66
1992-93 1,014.43 1,537.82 2,552.25 14,604.96 17,157.21 9,955.36 3,286.39 6,668.97 7.83 17,334.96 6,967.23 10,367.73 112.68
1993-94 2,541.53 7,831.55 10,373.08 11,809.61 22,182.69 17,829.16 3,649.21 14,179.95 7.83 15,140.42 7,272.42 7,868.00 126.91
1994-95 2,885.10 9,134.81 12,019.91 18,761.60 30,781.51 27,540.69 4,061.76 23,478.93 22.83 14,787.22 7,696.64 7,090.58 189.17
1995-96 2,889.15 9,208.79 12,097.94 20,747.92 32,845.86 34,589.17 4,521.96 30,067.21 22.83 18,275.28 15,709.03 2,566.25 189.57
1996-97 2,890.91 7,903.14 10,794.05 24,428.20 35,222.25 38,033.33 5,669.86 32,363.47 22.83 17,388.55 16,120.49 1,268.06 171.15 1,396.74
1997-98 2,890.91 7,903.14 10,794.05 25,885.84 36,679.89 38,267.94 7,510.55 30,757.39 22.83 15,815.46 17,765.62 (1,950.16) 335.50 7,514.33
1998-99* 11,097.91 7,802.64 18,900.55 23,154.77 42,055.32 38,447.18 9,451.02 28,996.16 22.83 8,498.21 9,441.57 (943.36) 2,228.60 11,751.09
1999-00** 13,859.91 7,802.64 21,662.55 21,579.96 43,242.51 37,687.42 10,165.15 27,522.27 22.83 6,980.30 8,788.89 (1,808.59) 4,683.47 12,822.53
2000-01 14,123.91 7,638.64 21,762.55 20,581.07 42,343.62 35,961.94 10,198.87 25,763.07 22.83 6,743.29 8,751.76 (2,008.47) 4,075.48 14,490.71
2001-02 14,123.91 7,488.64 21,612.55 20,651.91 42,264.46 36,843.58 11,836.67 25,006.91 24.83 8,364.15 8,845.36 (481.21) 3,475.00 14,238.93
2002-03 14,123.91 7,488.64 21,612.55 20,282.76 41,895.31 37,876.02 13,515.79 24,360.23 124.83 8,580.92 8,709.46 (128.54) 3,501.56 14,037.23
2003-04 14,123.91 317.53 14,441.44 18,943.47 33,384.91 39,271.81 15,318.57 23,953.24 224.83 10,898.99 11,320.18 (421.19) 4,896.14 4,731.89
2004-05 14,123.91 531.25 14,655.16 14,622.74 29,277.90 40,702.93 16,786.05 23,916.88 224.83 9,846.68 10,670.53 (823.85) 4,062.38 1,897.66
2005-06 14,123.91 1,516.12 15,640.03 13,449.94 29,089.97 45,806.89 18,736.55 27,070.34 1,045.53 22.83 10,107.19 12,307.99 (2,200.80) 3,152.07
2006-07 14,123.91 2,676.99 16,800.90 12,965.86 29,766.76 49,083.76 20,996.34 28,087.42 328.81 22.83 11,706.44 12,190.01 (483.57) 1,811.27
2007-08 14,125.43 3,079.72 17,205.15 21,172.22 38,377.37 63,952.84 23,254.32 40,698.52 49.85 22.83 9,539.61 13,146.03 (3,606.42) 1,212.59
2008-09 14,125.43 4,604.07 18,729.50 27,198.39 2,674.46 48,602.35 72,175.38 26,057.51 46,117.87 22.83 18,349.83 15,888.18 2,461.65
* 15 months These Statements are for information only

** 9 months
79
in Rupees Lak hs
Revenue Accounts
Percen- Prior
tage of Percen- Period
Share- tage of adjust-
holders Borro- Income ment/ Profit/ Profit/ Dividends
Fund to wings from Opera- Extra- (Loss) (Loss) (including
Total to Total Other ting Cash Depre- ordinary Before Taxa- after Dividend
Fund Fund Sales Sources Expenses PBDIT Interest Profit ciation items Tax tion Tax Tax) Year
23.06% 76.94% 7,273.68 212.37 6,888.83 597.22 217.73 379.49 265.10 (471.03) 585.42 585.42 1984-85
41.26% 58.74% 8,641.29 114.64 8,024.01 731.92 297.31 434.61 187.04 (134.66) 382.23 382.23 101.20 1985-86
38.50% 61.50% 10,977.01 93.44 10,206.76 863.69 354.80 508.89 186.08 (128.41) 451.22 39.00 412.22 101.20 1986-87
49.82% 50.18% 11,777.70 130.37 10,934.13 973.94 395.67 578.27 241.51 (4.41) 341.17 54.00 287.17 101.20 1987-88
41.11% 58.89% 13,820.19 108.74 12,936.62 992.31 269.58 722.73 215.80 (4.03) 510.96 74.00 436.96 151.80 1988-89
35.47% 64.53% 16,802.85 188.94 15,893.64 1,098.15 543.16 554.99 257.97 297.02 40.00 257.02 151.80 1989-90
45.83% 54.17% 18,958.06 244.91 18,048.68 1,154.29 479.46 674.83 350.01 324.82 112.00 212.82 151.80 1990-91
48.47% 51.53% 17,994.11 321.35 16,974.63 1,340.83 438.69 902.14 299.04 603.10 200.00 403.10 182.16 1991-92
14.88% 85.12% 29,124.09 832.46 28,740.12 1,216.43 650.09 566.34 344.64 221.70 221.70 182.16 1992-93
46.76% 53.24% 28,736.47 920.78 27,660.71 1,996.54 1,157.53 839.01 363.61 475.40 5.00 470.40 285.05 1993-94
39.05% 60.95% 23,691.42 746.97 22,513.41 1,924.98 1,163.92 761.06 423.84 337.22 5.00 332.22 403.25 1994-95
36.83% 63.17% 29,233.83 529.78 27,615.19 2,148.42 1,249.37 899.05 461.32 437.73 5.00 432.73 359.69 1995-96
30.65% 69.35% 33,770.75 673.70 33,183.40 1,261.05 2,814.44 (1,553.39) 1,149.00 (2,702.39) (2,702.39) 1996-97
29.43% 70.57% 30,295.33 833.90 30,770.61 358.62 4,585.91 (4,227.29) 1,843.26 47.04 (6,117.59) (6,117.59) 1997-98
44.94% 55.06% 21,403.97# 1,051.14 20,849.63 1,605.48 4,224.97 (2,619.49) 2,179.76 (461.99) (4,337.26) (4,337.26) 1998-99*
50.10% 49.90% 10,356.09# 1,182.04 8,025.71 3,512.42 2,401.42 1,111.00 1,254.10 928.34 (1,071.44) (1,071.44) 1999-00**
51.40% 48.60% 14,770.08# 2,468.93 11,488.15 5,750.86 3,761.24 1,989.62 1,609.45 2,162.55 (1,782.38) 49.80 (1,832.18) 2000-01
51.14% 48.86% 17,081.92# 1,657.28 12,862.73 5,876.47 3,495.55 2,380.92 1,645.73 653.93 81.26 (20.52) 101.78 2001-02
51.59% 48.41% 24,373.11# 2,000.87 20,344.32 6,029.66 3,162.86 2,866.80 1,687.27 977.83 201.70 201.70 2002-03
43.26% 56.74% 31,578.14# 2,272.45 26,347.62 7,502.97 2,423.88 5,079.09 1,807.86 1,137.00 2,134.23 2,134.23 2003-04
50.06% 49.94% 25,890.66# 1,012.59 20,091.78 6,811.47 1,709.83 5,101.64 1,888.69 3,212.95 165.00 3,047.95 2004-05
53.76% 46.24% 43,104.98# 943.68 36,657.59 7,391.07 1,469.28 5,921.79 1,971.69 3,950.10 (945.53) 4,895.63 2,013.10 2005-06
56.44% 43.56% 46,629.73# 1,535.89 41,281.86 6,883.76 1,553.57 5,330.19 2,261.60 3,068.59 1,180.50 1,888.09 2006-07
44.83% 55.17% 40,231.75# 1,154.85 37,055.34 4,331.26 1,263.76 3,067.50 2,259.92 807.58 413.09 394.49 2007-08
38.54% 55.96% 66,456.19# 1,048.91 55,923.55 11,581.55 2,508.57 9,072.98 2,805.76 6,267.22 2,787.04 3,480.18 1,955.83 2008-09
# Conversion agreement with Tata Steel Ltd. for ETP/CRM commenced 1st April, 1998.
80

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THE TINPLATE COMPANY OF INDIA LIMITED

Ninetieth annual report 2008-2009

THE TINPLATE COMPANY OF INDIA LIMITED

Registered Office : By Order of the Board

4. Other terms of appointment :

(1) Nature of Industry : Manufacturers of electrolytic Tinplate and Cold

(5) Foreign investments or

II. Information about the appointee :

(1) Background details : Mr B L Raina (the Appointee) is a Graduate in

(2) Past Remuneration : Year ending

(5) Remuneration proposed : Increase in salary.

Details of the Directors seeking reappointment/appointment at the Annual General Meeting

Expertise in Expertise in the Expertise in the Expertise in Infra- Experienced in

No. of shares Nil Nil Nil Nil

TSR DARASHAW LIMITED (Formerly Tata Share Registry Limited)

Provision for Fringe Benefit Tax ......................................... 63 50

MODERNISATION & CAPACITY EXPANSION

FUNDING EXPANSION AND RIGHTS ISSUE

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

DIRECTORS RESPONSIBILITY STATEMENT

On behalf of the Board of Directors

FY06 FY07 FY08 FY09 FY06 FY07 FY08 FY09

ETP Production (MT) CRM Production (MT)

Your Companys strategy required expansion with agility to ensure competitiveness.

Name of the Nature of the Amount Period to which Forum where

-Do- 2,124.46 1994-95 to 96-97 Commissioner

-Do- 534.89 1993-94, 1994-95, Commercial Taxes

Demand against 136.61 1986-87 Commercial Taxes

Penalty on 282.25 1994-95, 1999-00, Customs, Excise and

Customs Act Dispute on 215.92 1984 Calcutta High Court

BALANCE SHEET AS AT 31ST MARCH, 2009

SCHEDULES FORMING PART OF THE BALANCE SHEET

SCHEDULES FORMING PART OF THE BALANCE SHEET (Contd.)

E INVESTMENTSLong Term (Other than Trade)

SCHEDULES FORMING PART OF THE BALANCE SHEET (Contd.)

I OTHER CURRENT ASSETS

SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT

SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT (Contd.)

1. SIGNIFICANT ACCOUNTING POLICIES

a. Basis of preparation of Financial Statements :

b. Sale of Products and Services :

(iii) Conversion charges are recognized on rendering the related services.

d. Research and Development :

31st March, 2009 31st March, 2008

10. Auditors Remuneration paid/payable :

11. Earnings in Foreign Exchange :

12. Value of Imports calculated on C.I.F. basis during the year :

13. Expenditure in Foreign Currency in respect of :

iii) Actual Production (Including Conversion)

* Includes 1393 MT (2007-08 : 3250 MT) transferred to Electrolytic Tinplate production.

Total 9,791 5,881.43 6,074 2,410.60

v) Raw Materials Consumed :

b). Spare parts and Components (Stores) :

Description 2008-2009 2007-2008

A. Reconciliation of Opening and Closing Balances of

B. Change in Plan Assets

C. Reconciliation of fair value of plan assets and

present value of defined benefit obligation

D. Expense recognised during the year

b) Particulars of transaction with related parties during the year :

21. Basic and Diluted Earnings per share :

On behalf of the Board

DIRECTORS RESPONSIBILITY STATEMENT

Your Companys strategy required expansion with agility to ensure competitiveness.

E INVESTMENTSLong Term (Other than Trade)

I OTHER CURRENT ASSETS

10. Auditors Remuneration paid/payable :

May 08 43.20 39.30 13733 111 568173

2. The compliance of conditions of Corporate Governance is the responsibility of the Companys

Particulars 2008 - 2009 2007 2008

1996-97 118,955 48,115 48,115 52,443

1997-98 92,594 56,098 56,098 68,588

1998-99 47,398 93,328 93,328 106,434

1999-2000 70,805 2,124 72,929 88,964

2000-01 102,549 2,095 104,644 132,065

2001-02 100,701 3,854 104,555 126,107

2002-03 109,835 3,772 113,607 139,428

2003-04 125,599 2,385 127,984 154,211

2004-05 139,061 1,604 140,665 167,217

2005-06 149,767 1,754 151,521 177,446

2006-07 155,224 2,207 157,431 178,841