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Directors' Report To the Members, Your Directors take pleasure in presenting the 108th Annual Report on the business and operations of your Company along with the standalone and consolidated summary financial statements for the year ended 31 March, 2015.

A. Financial results ₹ crores Tata Steel Standalone Net revenue from operations Total expenditure before finance cost, depreciation (net of expenditure transferred to capital) Operating Profit Add: Other income Profit before finance cost, depreciation, exceptional items and taxes Less: Finance costs Profit before depreciation, exceptional items and taxes Less: Depreciation Profit before exceptional items and taxes Add/(Less): Profit on sale of non-current investments Add/(Less): Profit on sale of non-current assets Add/(Less): Provision for diminution in the value of investment/doubtful advances/impairment of non-current assets Profit before taxes Less: Provision for current taxation Less: Provision for MAT credit Less: Provision for deferred taxation Profit/(Loss) after taxes Add: Share of profit of associates Add/(Less): Minority interest Profit/(Loss) after tax, minority interest and share of profit of associates Distribution on hybrid perpetual securities Tax effect on distribution of hybrid perpetual securities Add: Balance brought forward from the previous year Add: Profit and Loss account balance relating to acquisitions Add: Adjustments on account of transitional adjustments Balance Which the Directors have apportioned as under to:(i) Dividend on Preference Shares (ii) Proposed dividend on Ordinary Shares (iii) Tax on dividends (iv) General Reserve (v) Statutory Reserve (vi) Special Reserve (vii) Capital Redemption Reserve Total Balance to be carried forward

Tata Steel Group

2014-15 41,785.00 31,776.20

2013-14 2014-15 2013-14 41,711.03 1,39,503.73 1,48,613.55 28,894.13 1,26,967.98 1,32,202.54

10,008.80 582.78 10,591.58 1,975.95 8,615.63 1,997.59 6,618.04 806.10 1,146.86 (62.11)

12,816.90 787.64 13,604.54 1,820.58 11,783.96 1,928.70 9,855.26 – – (141.76)

12,535.75 796.18 13,331.93 4,847.75 8,484.18 5,943.60 2,540.58 1,315.34 1,146.86 (6,390.87)

16,411.01 516.81 16,927.82 4,336.83 12,590.99 5,841.22 6,749.77 18.20 – (45.84)

8,508.89 1,908.60 (117.21) 278.38 6,439.12 – – – 266.11 (90.45) 6,263.46 29,430.58 – (127.80) 35,566.24

9,713.50 3,098.02 – 203.29 6,412.19 – – – 266.04 (90.43) 6,236.58 24,616.17 256.45 – 31,109.20

(1,388.09) 2,214.71 (117.32) 470.02 (3,955.50) 16.69 13.29 (3,925.52) 266.11 (90.45) (4,101.18) 8,848.24 – (136.24) 4,610.83

6,722.13 3,482.64 (0.21) (424.27) 3,663.97 0.84 (69.92) 3,594.89 266.04 (90.43) 3,419.28 7,039.38 222.48 – 10,681.14

– 776.97 153.02 643.91 – – – 1,573.90 33,992.34

– 971.21 66.19 641.22 – – – 1,678.62 29,430.58

– 776.97 164.20 729.77 66.63 1.20 46.31 1,785.08 2,825.75

0.10 971.21 80.22 730.16 – 1.60 49.62 1,832.92 8,848.23

Directors' Report 33

Hundred and eighth annual report 2014-15 Note: The Company recognised a non-cash write-down of goodwill and assets in the consolidated financial results in Q4 FY ’15 of ₹ 4,951 crores, mainly related to the Long Products UK business in Tata Steel Europe, which is now fully impaired. The impairment also included a write-down of investments in overseas raw materials projects in Mozambique and Ivory Coast and the Taconite iron ore project in Canada primarily because the economic viability of these projects remains uncertain at the current level of commodity prices. Additionally, the Company undertook a non-cash impairment charge of ₹ 1,577 crores in the first quarter of the Financial Year 2014-15 related to its investment in the Mozambique Coal Project. The total impairment charge for Financial Year 2014-15 is ₹ 6,391 crores in the consolidated financial results after offsetting it with the reversal of impairments taken on account of Gopalpur land in the earlier years. The Company’s liquidity position and financial covenants are unaffected by the above non-cash write-down. Transfer to Reserves We propose to transfer ₹ 643.91 crores to the general reserve. An amount of ₹ 33,992.34 crores is proposed to be retained in the profit and loss account. Dividend The Board recommended a dividend of ₹ 8 per Ordinary Share on 97,12,15,439 Ordinary Shares of ₹ 10 each for the year ended 31 March, 2015. (Financial Year 2013-14: ₹ 10 per Ordinary Share on 97,12,15,405 Ordinary Shares of ₹ 10 each). The dividend on Ordinary Shares is subject to the approval of the shareholders at the Annual General Meeting (AGM) scheduled on 12 August, 2015. The total dividend pay-out works out to 14% (Financial Year 2013-14: 16%) of the net profit for the standalone results. The Register of Members and Share Transfer Books will remain closed from 25 July, 2015 to 12 August, 2015 (both days inclusive) for the purpose of payment of the dividend for the Financial Year ended 31 March, 2015 and the AGM. Capex and Liquidity During the year, the Company spent ₹ 13,492 crores on capex, deploying a large proportion towards the phase 1 of 3 million tonnes Greenfield Kalinganagar Project, Odisha. Despite this significant spend, the Company was able to keep the gross debt level stable during the year. The Company's liquidity remains strong at ₹ 22,000 crores including undrawn lines. The Company also continues to pursue its strategy of exiting non-core assets.

B. External environment Global Economic Outlook Financial Year 2014-15 witnessed volatile markets as economies around the world, found themselves at various points in the economic cycle, with monetary easing being the predominant

34 Directors' Report

theme across many geographies. However, growth remained subdued globally, as adverse factors more than offset oil price decline, the quantitative easing in Europe and the growth in South-East Asia. According to the International Monetary Fund, the global economy is expected to grow at ~3.4% in Financial Year 2015-16. This is due to the fact that slowdown in production in China and Russia is expected to be more than offset by recovery of the developed economies and growth in South-East Asia. However, currency movements and interest rates continue to be risks for growth in many regions. Developed economies are expected to grow moderately. After posting stronger and broader growth at the end of 2014, the USA is carrying the momentum into 2015 with increased consumer spending and trade activity, falling unemployment rate and improved investor sentiment. Similarly, the Eurozone is improving amidst monetary uncertainty driven by a depreciating Euro and geo-political tensions with Greece, Russia and Ukraine in an environment of relatively loose monetary policy. While, the lower energy prices have helped improving consumer sentiment, the Euro continued to depreciate against the US$ sharply especially after the Swiss national bank removed Swiss Franc’s peg to the Euro. The European Commercial Bank (ECB) has exceeded market expectations with announced expanded quantitative easing programme which has boosted equity and bond markets. Economic growth in South Asia is expected to be driven by strong consumption and increasing investment in the region. India is expected to be a major contributor to this growth as it is set to double its economic size by 2019 and see significant improvement in intensity of steel use per capita. China witnessed its slowest growth during 2014 in the last 25 years. The lower growth trend in China has adversely impacted commodity markets, including putting pressure on iron ore and steel prices. Steel prices are now increasingly aligning to global export prices as markets strike a balance between imports and domestic demand. China’s waning demand and resultant rise in exports poses a risk to leveraging improving domestic demand in South Asia and Europe. Further, movement of currencies against US$ would also have a significant impact on the movement of global steel and raw material prices. Outlook for India Financial Year 2014-15 saw India emerge as a bright spark even as advanced and emerging economies grappled with uncertainty and slower growth. Economic growth in India peaked in the second quarter of the fiscal at 8.2% (under new series) but remained moderate in the third and fourth quarter at around 7.5%. Cyclical macro parameters like inflation, current account deficit have improved during the year due to domestic as well as external factors. Indian rupee was one of the best performers in the world, registering a 4% decline in value as against the US$ compared to the rest of the world grappling with devaluation of their currencies. However, domestic steel

producers witnessed subdued sales as increased imports from China and Russia resulted in sharp cut to steel prices in India over the past six months. The Indian economy is in the midst of significant structural change and is expected to embark on a sustained economic growth cycle. According to World Bank, India is set to be the world’s fastest growing major economy in the Financial Year 2015-16 at 7.5% and gradually move up to 8% in the next two financial years. However, this economic growth will depend on steady implementation of reforms aimed to improve productivity and competitiveness. Government initiatives like 'Make in India' will stimulate manufacturing growth while its focus on infrastructure should revive the investment cycle. This should help India grow while being fiscally prudent. States are also expected to play a key part in GDP growth due to their increased finances via greater share of government taxes, coal auctions etc. Indian steel demand is expected to reflect improving macro-economic environment. Steel end use sectors are expected to perform better compared to previous financial year. Infrastructure projects like dedicated freight corridor etc., are gaining momentum and the steady decline in stalled projects coupled with hike in import duty in both flat and long products should stimulate steel demand. Recent weakness in Indian rupee has also helped competitiveness of domestic steel players. However, steel prices are expected to remain under pressure from Chinese exports and increased domestic competitiveness. Outlook for Europe European economy is displaying increasing signs of recovery although it is regional and is still constrained by weak investment activity and high unemployment. Geo-political instability, capital flow volatility and deflation risk continue to exist but the impact of these risks has come down. On account of this, European steel demand is expected to be modest in 2015 following the decline experienced in the second half of the Financial Year 2014-15. Forecast suggest demand to grow in the region of 2% in 2015 considering the positive effects of the weaker Euro. At 150 million tonnes, however, European demand in 2015 would still be around 25% down on the pre-crisis peak and 10% below the pre-crisis norm of around 165 million tonnes. Market spreads for steel in Europe improved marginally in 2014 on the back of the sharp drop in raw materials prices. However, overcapacity in China and slowdown in domestic demand, led to a 50% increase in Chinese exports to the rest of the world and put pressure on global steel prices. In 2015, steel margins are expected to remain under pressure and steelmakers to focus on operational efficiencies and value addition to customers.

tonnes during the previous financial year. While deliveries at Indian operations were higher by 3% as compared to the previous year, Tata Steel Europe, NatSteel Holdings (NSH) and Tata Steel Thailand (TSTH) reported lower deliveries. Tata Steel India reported higher deliveries due to better demand in the retail segment and higher levels of production. However, deliveries at Tata Steel Europe were lower, in line with lower production due to operational challenges at its Long Product Division. The closure of key billet suppliers in China coupled with low priced Chinese imports in Singapore, have resulted in lower deliveries at NSH. TSTH reported lower deliveries primarily on account of low demand resulting in continued pressure on spreads. During the year, the consolidated profit before interest, depreciation, exceptional items and taxes of the Tata Steel Group was ₹  13,332 crores, lower by 21% over the previous year. Consequently, the consolidated profit before exceptional items and taxes was ₹ 2,541 crores in Financial Year 2014-15 compared to ₹ 6,750 crores in the previous year. During the year, the Company reported an exceptional loss of ₹ 3,929 crores in its consolidated accounts which primarily represents the non-cash write down of goodwill and other assets of ₹ 1,273 crores and ₹ 5,118 crores respectively. This write down in certain non-performing business units within the Tata Steel Group, primarily relating to European operations and investments in coal assets has been partly offset by profit on sale of land at Borivali, India, and profit on sale of Company's stake in The Dhamra Port Company Limited. India The Company’s Indian operations are fully dependent on captive iron ore from Noamundi, Joda and Khondbond and partly on captive coal from West Bokaro and Jharia region. For the first time in the history of the Company, the operation of the captive iron ore mines were restricted. Iron ore mines at all locations remained closed for a period of 30 days. The total impact of this was a reduction in supply of 5.2 million tonnes of iron ore. Further, significant drop in demand for steel in China and devaluation of Russian rouble aggravated the conditions putting substantial pressure on margins due to influx of imports into the country. The Company was quick in responding to the challenges through a series of risk mitigation measures and also through improvements in operations and implementing the following strategic initiatives to mitigate the impact of mining crisis in India: •

S etting up of cross functional task force for procurement of iron ore from domestic and international sources;

•

I nitiating appropriate steps on the logistics front to ensure delivery of raw materials from different locations. All the major east coast ports were utilised to receive the imported iron ore;

•

Appropriately modifying the sinter and pellet plants to accommodate ore from different sources. Utilising the opportunity to fine tune processes for Blast Furnaces

C. Operations and performance Tata Steel Group The Tata Steel Group recorded total deliveries of 26.3 million tonnes in Financial Year 2014-15 as compared to 26.6 million

Directors' Report 35

Hundred and eighth annual report 2014-15 and achieving benchmark fuel rate despite raw material constraints; and •

Working on product mix enrichment and value added products to ensure better realisation and delivery compliance in chosen segments.

The Jamshedpur plant operated at an optimum capacity with the full ramping up of 2.9 mtpa expansion project. This, along with better demand in retail segment, led to a 3% increase in deliveries over the previous year. This was another year of record production and deliveries, as the Company achieved 10.16 million tonnes of hot metal production and 9.07 million tonnes of saleable steel production. Likewise, the Company also reported best ever deliveries of 8.75 million tonnes. The Company was able to report these achievements despite challenging market conditions. For the Financial Year 2014-15, the profit before interest, depreciation, exceptional items and taxes for the standalone entity was ₹ 10,592 crores which is lower by 22% compared to the previous financial year. In addition to the exemplary best ever production performance, there were several other best performances recorded by the Company during the Financial Year 2014-15, some of which are as follows: •

nnual sales in the Automotive segment at a record A 1.37 million tonnes, as against 1.17 million tonnes in the previous year.

•

nnual Tata Tiscon sales at a record 1.23 million tonnes, as A against 1.09 million tonnes in the previous year.

•

Annual Tata Shaktee sales at a record 0.23 million tonnes, as against 0.21 million tonnes in the previous year.

•

nnual Durashine sales at a record 100k tonnes (20% more A than the previous best).

•

nnual sales in the LPG segment at a record 85k tonnes and A a market share of 36% (23% in the previous year).

Total Quality Management The Company has a strong culture of Total Quality Management (TQM) that is embedded in the organisation's DNA. The continuous improvement programmes commence at the shop floor and spans across multiple organisational levels, with senior management personnel addressing more complex problems. TQM aligns the long and complex value chain spanning activities from mining to operations to marketing of steel products and services. The Company motivates innovative thinking through ‘aspirational target setting’. In this approach, stretch targets are positioned as desired intentions as a driver for teams to collaborate and come up with innovative ideas to reach as close as possible to the aspirational target. Formal initiatives

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such as 'Kar Vijay Har Shikhar' and 'Innovent' facilitate the generation of innovative ideas through this approach and also support implementation. In addition, the leadership encourages learning from other industries, which has helped the Company to innovate distribution channels in a unique way in the steel industry. The focus on innovation has helped the Company improve its products, services and solutions to satisfy customer needs. For example, the 'Innovent' programme has enabled the Company to enter the steel doors segment. Steel doors have been introduced under the brand name 'Pravesh' and have received a positive response from customers, thereby creating a new market for the Company. Marketing and Sales The Company is operating in the domestic steel industry with a growth-oriented strategy and will continue to focus on the same in the coming years. Approximately 98% of the steel value chain products are sold in the domestic market. While the Company has customers and customer groups all across India, the concentration of the overall sales is mostly in the eastern and northern parts of the country. In the raw material value chain, Ferro Alloys and Minerals Division (FAMD) exports ~49% of its chrome and 27% of manganese products to countries including Japan, Korea and China. Products & Brands The Company's branded products in India have a country wide reach to serve more than 3 million consumers annually through a pan India distribution network, focussed on delivering a distinctive consumer experience. Currently we have a network of 65 distributors and over 9,000 dealers retailing our brands. During the year, we launched Steelium Neo – CR steel and Pravesh – wood finished steel doors. Tata Tiscon and Tata Shaktee are now the most awarded and biggest steel brands in India. In the current year, more than 85% of Tiscon products have been sold in Tier 3 cities and over 90% have been sold by clubbing them together with Tiscon Superlinks and Wiron. During the year, the Company increased Roof Junction solution (2,600 installations) to more centres for fixing Tata Shaktee/Durashine sheets. Europe During the year, European production and deliveries were stable, despite being constrained by some demand and operational issues. In the Financial Year 2014-15, liquid steel production in Europe, at 15.16 million tonnes, was slightly (2.5%) lower than Financial Year 2013-14. Deliveries in Financial Year 2014-15 nearly matched the improved volumes of the previous year (1.4% lower). Whilst this is a relatively stable performance, the Company sees scope for improved sales in future as it continues to work on the precision of its production and delivery performance.

Lower raw material prices led to decline in market prices which resulted in an 8% reduction in European turnover from the previous year - turnover in Financial Year 2014-15 was £8.11 billion. Despite lower turnover, the business made a significant improvement in its financial performance, with EBIT turning positive at £102 million. The market spread did improve from the previous year and the Company’s enhanced product mix also gave its spread a boost. EBITDA in Financial Year 2014-15 was £435 million, up by 39% over the previous year. The European operations EBITDA improvement is built on a foundation of lower costs, better supply chain management, supported by increasing sales of higher-value steels which improves its average market spread. Despite deteriorating market conditions in the second half of Financial Year 2014-15, the year as a whole demonstrated further significant progress on its journey towards sustainable operating and financial performance. Best Steel For Tomorrow The programme ‘Best Steel For Tomorrow’ in IJmuiden Works in Netherlands was launched by Tata Steel Europe and has been delivering significant improvements. The steel production on the IJmuiden site was 7 million tonnes steel in Financial Year 2014-15. As a result of this program, IJmuiden’s manufacturing stability improved significantly and several plants set new production records. The Direct Sheet Plant realised an annual record of 1.307k tonnes, Hot Strip Mill 2 an annual record of 5.220k tonnes, Pickle Line 22 an annual record of 1.207k tonnes. Cold Mill 22 achieved a new record of 818k tonnes. Production volumes in tinplate mills were higher than last year. Significant improvement in the product mix and precision were achieved too, which increased the earnings. As a consequence of these significant improvements, the IJmuiden Works is considered to be a benchmark site in Europe for sustainable profit generation. Research & Technology programme at IJmuiden covers process development and product market sector developments, both of which made significant contribution towards robust and stable manufacturing processes and better use of raw materials. Product market sector developments helped development of new steel products with particular emphasis on the automotive, lifting & excavation, construction, energy & power and rail sectors. South-East Asia The profitability of the operations in South-East Asia was adversely affected by influx of low priced material from China, poor market conditions and shrinking margins. During the year, NatSteel Holdings Pte. Ltd. (NSH) recorded a sales volume of 2.46 million tonnes as against the sales volume of 2.68 million tonnes in the previous year. The operations in China experienced lower than planned sales due to the closure of key billet suppliers and poor market conditions.

During the year, NSH posted a turnover of ₹ 9,028 crores, about 26% lower than the previous year. It posted negative EBITDA of ₹ 571 crores as against a profit of ₹ 246 crores in the previous year. Profitability was adversely affected by the significant contraction in scrap-rebar spread by over S$60/tonne from last year. Similarly, during the year, TSTH recorded total sales of 1128k tonnes, which was lower by 13% as against the previous year. The EBITDA in the Financial Year 2014-15 was at ₹ 71 crores as against ₹ 193 crores in the previous year.

D. Key Developments Mining During the year, the Company faced significant challenges in its mining operations. Historically, the Company has been operating its mining activities in Odisha and Jharkhand with all statutory clearances. In Odisha, on the basis of the direction issued by Honourable Odisha High Court, mining operations recommenced in Joda East, Katamati, Bamebari and Joda West Mines from mid December, 2014. Mining operations in Sukinda Chromite Mine commenced based on the favourable express order issued by the Government of Odisha beginning December, 2014. Likewise, operations resumed in the Noamundi mines based on the express orders issued by the Government of Jharkhand in January 2015. During the year, the Company also commenced mining of chrome ore and production of ferro alloys. The Mines and Minerals Development and Regulation (MMDR) Amendment Act 2015 was passed by the Indian Parliament and notified in the Gazette on 27 March, 2015. The amended Act addresses regulatory requirements on new allocations, transition provisions, etc. In accordance with the amended provisions of law, supplementary Lease Deeds have been executed for the Joda East (Iron ore), Khondbond (Iron and Manganese), Joda West (Manganese), Manmora (Manganese), Bamebari (Manganese), Tiringhpahar (Manganese) and Gomardih (Dolomite) mines. All the leases have been extended up to 31 March, 2030 except Gomardih, a non-captive mine, which has been extended till 2020. The lease execution process is underway for Katamati (Iron) mines. A decision on Sukinda (Chrome) and Malda (Manganese) is awaited. The Company is engaged in discussions with the Government of Jharkhand on the extension of the mining lease for the Noamundi Iron Ore Mine. Greenfield Project in Odisha The first phase of the Greenfield expansion project at Odisha is at an advanced stage of execution. The construction of the Kalinganagar Project has progressed well and the heating of the co*ke ovens commenced in the second week of May, 2015 after all the clearances were received. The project will follow Directors' Report 37

Hundred and eighth annual report 2014-15 a commissioning sequence over the next six months as each facility gets commissioned. Commercial production is expected to commence in the second half of the financial year. The Kalinganagar Steel Plant is a state-of-the-art 3 million tonne plant that will increase the Company’s production capacity, widen its product portfolio and diversify the customer base. It is also aligned to 'Make in India', an initiative of the Government of India. Thus far, the Company has spent close to ₹ 21,000 crores. The Company is also making significant investment towards social infrastructure and building greater community in the region. Divestment of Long Products Unit in the UK During the year, following a detailed review of its product portfolio, Tata Steel Europe signed a Memorandum of Understanding (MoU) with Klesch Group to undertake detailed due diligence and negotiations for the potential sale of the Long Products Europe business and associated distribution activities. About 6,500 people are employed at Long Products Europe and its distribution facilities. The carrying value of the investment has been fully impaired during the year as part of annual impairment analysis. Developments in the British Steel Pension Scheme The British Steel Pension Scheme is burdened with long-term challenges such as a high number of pensioners as compared to active employees and low bond yields especially in comparison to the relatively high inflation rates. The Company has been pursuing de-risking options to ensure a sustainable arrangement. T ata Steel UK Limited, the Company’s subsidiary has been in discussions with the UK trade unions with the aim of creating more sustainable pension arrangements for UK employees by reducing benefits and liabilities. The negotiations with the UK unions concluded without support from the trade unions on proposed modifications to the Scheme. UK Unions carried out a ballot for industrial action.

the automotive industry, including outer panels and high tensile sheets. Divestment of The Dhamra Port Company Limited (DPCL) During the year, the Company divested its 50% stake in DPCL for an Enterprise Value of around ₹ 5,500 crores. DPCL was a 50:50 joint venture between L&T Infrastructure Development Projects Limited (L&T IDPL) and the Company. The transaction was successfully completed on 23 June, 2014. Bond offering On 25 July, 2014, the Company successfully issued dual tranche Reg S Unsecured Bonds of US$ 1.5 billion in the international markets. The issue comprised of US$ 500 million 4.85% Unsecured Bonds due on 31 January, 2020 and US$ 1 billion 5.95% Unsecured Bonds due on 31 July, 2024 by Abja Investment Co. Pte. Ltd., a wholly owned subsidiary of the Company incorporated in Singapore. The issue is guaranteed by the Company and the bonds are listed on the Frankfurt Stock Exchange. This was Company's debut US$ bond issuance and forms part of the Company’s long-term financing strategy to raise capital internationally. The success of bond issue enabled the Company to diversify the investor base, increase maturity profile and optimise the financing and capital structure. Refinancing Tata Steel UK Holdings Limited, 100% indirect subsidiary of the Company executed agreements for the refinancing of its debt through term loans and revolving credit facilities of €3.05 billion. The debt was originally incurred in relation to the acquisition of the Corus Group plc in 2007. The new financing structure consists of a 5-year loan of €370 million, a 6 year revolving credit facility for working capital purposes of £700 million and a 7-year loan of €1.8 billion, with more favourable terms and pricing relative to the earlier debt.

T he UK business has been a challenge for Tata Steel Europe and Tata Steel Group, and has caused significant financial stress in the past. The Group has made significant investments and supported the business over the years. We hope the employees and stakeholders appreciate the support of the Tata Steel Group in sustaining the UK business.

Further, Tata Steel Global Holdings Pte Ltd., another 100% indirect subsidiary of the Company, incorporated in Singapore had also executed agreements for loan facilities of US$ 1.5 billion comprising of a 5-year loan of US$ 700 million and a 7-year loan of US$ 800 million. The proceeds of this loan will be used to repay term debts, term out working capital and fund investment needs of the Tata Steel Group outside India.

T he Company remains open to unconditional talks with the unions to find resolutions to the challenges facing the pension scheme.

E. Tata Steel group initiatives

Continuous Annealing and Processing Line Joint Venture During the year, Jamshedpur Continuous Annealing and Processing Company Private Limited (JCAPCPL), a 51:49 joint venture of Tata Steel Limited and Nippon Steel & Sumitomo Metal Corporation, set up India’s first continuous annealing and processing line that will produce 6,00,000 tonnes per annum of high-quality cold rolled sheets exclusively for

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Health and Safety Health and safety is the top most priority across the Tata Steel Group and we aspire to set the benchmark on this front within our industry. We have already made some significant achievements in Europe and are working on similar initiatives in India and South-East Asia by launching the 'Committed to Zero' programme.

All efforts are being made to enhance safety standards and processes in order to minimise safety risks in all our operations. The Company continues to broaden the impact of its programmes, including those from DuPont (the global benchmark), to establish a strong safety culture based on inculcating safe behaviour among its employees, contractors and their employees. The Lost Time Injury Frequency Rate for Financial Year 2014-15 improved to 0.3, an improvement of 40% over the previous year. Extensive work is in progress to ensure risk control in many hazardous processes including underground mining. The Company has made specific improvements in construction activities, road traffic management and contractor management. In order to build a sustainable work place environment, a common health and safety management system across Tata Steel Group is being implemented. This includes a cross auditing activity to enhance sharing experiences and best practices across regions. During the year, Tata Steel was again recognised by its peers in the World Steel Association, with a Health and Safety recognition award for Tata Steel Europe. The key themes for the next three years include a safety strategy for the organisation that has been co-created with the senior leadership team and includes six strategic priorities. These are: •

Safety Leadership Development

•

Organisational Improvement

•

Contractor Safety Risk Management

Safety

Competency

and

Capability

•

Road and Rail Safety Risk Management

•

rocess Safety Management, Integrated Emergency P Response, Infrastructure Integrity Management

•

Occupational Health/Industrial Hygiene

Environment Tata Steel Group is committed to minimising the environmental impact of its operations through adoption of sustainable practices and continuous improvement in environmental performance. Care for environment under Corporate Citizenship is embedded in the Company’s vision. The Company acknowledges the fact that carrying capacity of nature is finite and that industry has to play an important role in protecting the environment and has to avoid disturbing the ecosystem as a result of its operations. We continue to focus on operational excellence aimed at resource and energy efficiency, along with recovery, reuse and recycling of waste to minimise the ecological footprint of the organisation. For example, 100% of our manufacturing operations are certified by the independently verified international environmental management standard, ISO 14001. The Company is also engaging with International Union for Conservation of Nature (IUCN) the largest global NGO network for environment, for base lining biodiversity in our mining locations and developing processes for addressing biodiversity including a Biodiversity Management Policy. Besides, the Company has also

started engaging with Natural Capital Coalition for valuation of natural capital usage by companies. Sustainability The sustainability initiatives at Tata Steel are driven by the Tata Group core values and ethics. Our sustainability practices rest on the triple bottom-line (economic, social and environment). In 2014 we published our sustainability report using the Global Reporting Initiative (GRI) G3.1 guidelines. The Company continues to advocate and influence positive and affirmative sustainability actions. Our senior leaders work with industry bodies such as the Confederation of Indian Industry on implementing sustainability practices. Our leaders also participated in the World Economic Forum in Davos in January 2015 and engaged in discussions with global leaders on the year’s theme, “The new global context”. During the year, the Company took several initiatives in various aspects of sustainability. At the strategic level, the Company embarked on a Scenario Planning exercise to envision the future, looking at economic, regulatory and stakeholder scenarios in order to develop our next vision and action plans. The annual business planning process has been strengthened with the inclusion of Social, Environmental and Regulatory aspects in the Objectives and Strategies of the Company. In order to drive the various aspects of sustainability in a more focussed way, the Company put together consolidated governance mechanisms with clear demarcation of roles between the Board, its Committees and the Management. During the year, the capital projects for environment have progressed significantly. As a result, air pollution levels of the Jamshedpur plant have been significantly reduced as also the specific water consumption and effluent discharge. The Company has initiated steps to replace all office and street lights in the plant and in the mines with LED lights to improve energy efficiency. An environment research team has been formed in R&D for working on projects to reduce the environmental impact of our operations while improving resource efficiency. We are happy to report that the Company has been duly recognised for its efforts. During the year, the Company won the 'CII ITC Sustainability Awards - Business of the Year' trophy and the 'IIM Sustainability Award'. The Company was also included in the DJSI Sustainability Index for Emerging Markets.

F. HUMAN RESOURCES MANAGEMENT In keeping with the tradition of pioneering Human Resource practices across geographies, the Human Resources Management (HRM) function has driven myriad changes in the way Human Resources are managed and developed, striking a balance between business needs and individual aspirations. HRM has now become a business partner and is taking key decisions not just with respect to Human Resource but businesses as a whole. It focusses on improving the way

Directors' Report 39

Hundred and eighth annual report 2014-15 of life, work culture, employee engagement, productivity, effectiveness and efficiency. During the year, several employee centric policies were launched to cater to the needs of the work force and also to keep the Company up to date with external realities. Policies like adoption leave, extension of maternity leave (12 weeks to 18 weeks), programmes like Stepathlon and Umang (Employee assistance programme) for physical and emotional well-being, and professional counselling services were launched in the interest of the employees’ changing needs. The Company initiated multiple actions to keep the workforce engaged. Actions are being taken to increase gender diversity, providing greater amenities for contractor workforce, improving employee skills and enhancing employee productivity. In addition, policies are being implemented to support affirmative action through training and enabling employment. The Company has also adopted the SA8000 framework to ensure Human Rights for the workforce. In the area of industrial relations, wage revision was successfully concluded with a win-win proposition for all stakeholders. To sensitise the workforce with Tata Values and Joint Consultations, 'Nav-Chetna' and the Tata Story programme were launched and are being conducted across locations. In the area of Talent Management, focussed campus branding and relationship building initiatives were successfully launched. Among these are Steel-a-thon in B-Schools and Mind over Matter in technical schools. An outbound leadership programme, Tata Outbound Leadership Convention at Uttarkashi, was launched in partnership with TSAF and National Outdoor Leadership School (NOLS) of USA for the leadership team. A programme on 'Transformational Leadership' was launched in February 2015 for the leadership team. The 'Understudy' policy for timely succession planning and 'Retainership' policy for Superannuated Expert as well as External Experts were rolled out for building technical expertise and to strengthen the leadership development process. An academy approach was initiated for capability development, to systematically drive the design and delivery of functional and managerial programmes for respective functions such as Finance, Supply Chain, Procurement, HR etc. Virtual classroom training using centralised training infrastructure and resources was launched for mines in remote locations such as mines in West Bokaro, Bamnipal, KPO and Jharia. Particulars of Employees Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report [Annexure 1].

40 Directors' Report

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report. However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary, at the registered office and the same will be furnished on request. Further the details are also available on the Company's website: www.tatasteel.com.

G. Corporate Social Responsibility The Company's vision is to be a global benchmark in value creation and corporate citizenship and the Company’s long-term Corporate Social Responsibility (CSR) objective, is to improve the quality of life of the communities through long-term value creation for all stakeholders. This objective is in alignment with the Tata Group Core Purpose. Towards achieving this, the Company has been a pioneer in various CSR initiatives. We continue to remain focussed on improving the quality of life and engaging communities through health, education, sports and infrastructure development. During the last three years, the Company has spent over ₹ 550 crores on CSR activities (₹ 171 crores in Financial Year 2014-15). The Economic Times awarded Tata Steel with the 'Corporate Citizen of the Year' Award in 2014. The award acknowledges the work done by the Company’s CSR arms to promote development in areas including healthcare, education, sports and culture. The jury took special note of the Maternal and Newborn Survival Initiative (MANSI) and recognised it as one of the best healthcare practices globally. Details about the CSR policy and initiatives taken by the Company on CSR during the year are available on our website www.tatasteel.com. The Annual Report on our CSR activities is annexed to this report [Annexure 2].

H. CORPORATE GOVERNANCE At Tata Steel, we ensure that we evolve and follow the corporate governance guidelines and best practices sincerely to not just boost long-term shareholder value, but to also respect minority rights. We consider it our inherent responsibility to disclose timely and accurate information regarding our financials and performance, as well as the leadership and governance of the Company.

In accordance with the Tata Steel Group Vision, Tata Steel Group aspires to be the global steel industry benchmark for value creation and corporate citizenship. The Tata Steel Group expects to realise its Vision by taking such actions as may be necessary in order to achieve its goals of value creation, safety, environment and people.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfilment of Directors' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, the Corporate Governance Report and the Auditors’ Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with the Executive and Non-Executive Directors. These meetings were intended to obtain Directors’ inputs on effectiveness of Board/Committee processes.

Board Meetings A calendar of Meetings is prepared and circulated in advance to the Directors. The Board met nine times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. Selection of New Directors and Board Membership Criteria The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. The policy on appointment and removal of Directors and determining Directors’ independence is annexed to this report [Annexure 3]. Familiarisation Programme for Independent Directors All new Independent Directors (IDs) inducted into the Board are given an orientation. Presentations are made by Executive Directors (EDs) and Senior Management giving an overview of our operations, to familiarise the new IDs with the Company's business operations. The new IDs are given an orientation on our products, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and our major risks and risk management strategy. The Policy on the Company's Familiarisation Programme for IDs can be accessed at http://www.tatasteel.com/investors/pdf/ familiarisation-programme-for-id-tata-steel.pdf Evaluation The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance.

The Board considered and discussed the inputs received from the Directors. Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of NonExecutive Directors. Compensation Policy for Board and Senior Management Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for Directors, KMP and all other employees of the Company. As part of the policy, the Company strives to ensure that: a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; b) relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and c) remuneration to Directors, KMP and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. The Remuneration Policy for Directors, KMP and other employees is annexed to this report [Annexure 4]. Independent Directors Declaration The Company has received the necessary declaration from each ID in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Directors and Key Managerial Personnel Induction On the recommendations of the Nomination and Remuneration Committee, the Board appointed Mr. Andrew Robb, as an ID of the Company with effect from 12 November, 2014. Mr. Robb was a Member of the Board for seven years and retired by rotation at the AGM held on 14 August, 2014 and did not

Directors' Report 41

Hundred and eighth annual report 2014-15 seek re-appointment. However, in the interest of maintaining continuity and providing guidance during challenging times in Tata Steel Europe, the Nomination and Remuneration Committee and the Board of Directors of the Company requested Mr. Robb to accept the Board position once again. Mr. Robb accepted the request. We seek your support in confirming the appointment of Mr. Robb in the ensuing AGM. Retirement In accordance with the Tata Group retirement policy for Board of Directors (attainment of 70 years of age for NEDs) Mr. B Muthuraman, Vice Chairman of the Company retired effective 26 September, 2014. The Board of Directors place on record their deep appreciation for the enormous contributions made by Mr. Muthuraman as the Managing Director of the Company from 2001 to 2009 and thereafter, as Vice Chairman of the Company. The Company and the Board benefitted immensely from Mr. Muthuraman’s vast experience, knowledge and insights of the industry and operations of the Company. Re-appointments As per the provisions of the Companies Act, 2013, Dr. KarlUlrich Koehler and Mr. D. K. Mehrotra will retire at the ensuing AGM and being eligible, seek re-appointment. The Board recommends their re-appointment. The Companies Act, 2013, provides for the appointment of IDs. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that IDs shall hold office for a term of up to five consecutive years on the board of a company and shall be eligible for re-appointment on passing of a special resolution by the shareholders of the Company. Accordingly, all the IDs except for Mr. Andrew Robb, who was appointed as additional Director on 12 November, 2014, were appointed by the shareholders at the general meeting held on 14 August, 2014. Further, sub-section (13) of Section 149, provides that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Companies Act, 2013 shall not apply to such IDs. Hence, none of the IDs retire at the ensuing AGM. Company Secretary and Compliance Officer During the year, Mr. A. Anjeneyan, Company Secretary, KMP and Compliance Officer of the Company resigned from the services of the Company. The resignation was effective 10 October, 2014. Consequent to Mr. A. Anjeneyan's resignation, the Board appointed Mr. Parvatheesam K as the Company Secretary, KMP and Compliance Officer of the Company. The appointment was effective 12 January, 2015. Directors' Responsibility Statement Based on the framework of internal financial controls established and maintained by the Company, work performed

42 Directors' Report

by the internal, statutory, cost and secretarial auditors and external agencies, the reviews performed by Management and the relevant Board Committees, the Board, with the concurrence of the Audit Committee, is of the opinion that the Company’s internal financial controls were adequate and effective as on 31 March, 2015. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm: a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) that we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) that the annual accounts have been prepared on a going concern basis; e) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively; and f ) that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively. Audit Committee Our Audit Committee was constituted in the year 1986. The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to monitor and provide effective supervision of the Management’s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee met five times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. As of the date of this report, the Committee is comprised of Mr. Subodh Bhargava (Chairman), Mr. Ishaat Hussain, Mr. Andrew Robb and Mr. O. P. Bhatt. Internal Control System The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Charter. To maintain its objectivity and

independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. Related Party Transactions There have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report. Vigil Mechanism The Board, at its meeting held on 17 December, 2014, approved the revised Vigil Mechanism that provides a formal mechanism for all Directors, employees and vendors of the Company to approach the Ethics Counsellor/Chairman of the Audit Committee of the Board and make protective disclosures about the unethical behaviour, actual or suspected fraud or violation of the Tata Code of Conduct (TCoC). The Vigil Mechanism comprises three policies viz., the Whistle Blower Policy for Directors & Employees, Whistle Blower Policy for Vendors and Whistle Blower Reward & Recognition Policy for Employees. The Whistle Blower Policy for Directors and Employees is an extension of the TCoC, that requires every Director or employee to promptly report to the Management any actual or possible violation of the Code or any event wherein he or she becomes aware of that which could affect the business or reputation of the Company. The Whistle Blower Policy for Vendors provides protection to vendors from any victimisation or unfair trade practice by the Company. The Whistle Blower Reward & Recognition Policy for Employees has been implemented in order to encourage employees to genuinely blow the whistle on any misconduct or unethical activity taking place in the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the Whistle Blower Policy. Under the Policy, every Director, employee or vendor of the Company has an assured access to the Ethics Counsellor/Chairman of the Audit Committee.

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the Financial Year 2014-15, the Company has received 24 complaints of sexual harassment, out of which 15 complaints have been disposed off by taking appropriate actions. The remaining 9 complaints are under investigation. Risk Management The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a company’s capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company’s operating environment and they emerge on a regular basis. The Company's Risk Management processes focusses on ensuring that these risks are identified on a timely basis and addressed. The Board of Directors has constituted a Risk Management Committee. The Committee has adopted a Charter that outlines the role, responsibilities and power of the Committee and the procedure for organising the meeting of the Committee. The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management. The Committee reviews the risk management practices and actions deployed by the Management with respect to identification, impact assessment, monitoring, mitigation and reporting of key risks while trying to achieve its business objectives. Further, the Committee endeavours to assist the Board in framing, implementing and monitoring the risk management plan for the Company and reviewing and guiding the risk policy. The Committee also guides Management in developing the risk management policy and in implementing an appropriate risk management system/framework for the Company. To have better focus on governance, the Company constituted a Management Committee viz., the Group Risk Review Committee to identify, assess, review and mitigate risks. The Committee comprises the Managing Director, Group Executive Director (Finance & Corporate), Managing Director & Chief Executive Officer of Tata Steel Europe and other senior management personnel as its members. This Committee has the primary responsibility of implementing the Risk Management Policy of the Company and achieving the stated objective of developing a risk intelligent culture that supports decision making and helps improve Company performance. Directors' Report 43

Hundred and eighth annual report 2014-15 Subsidiaries, Joint Ventures and Associates We have 287 subsidiaries, 23 joint ventures and 24 associate companies as on 31 March, 2015. During the year, the Board of Directors (the Board) reviewed the affairs of material subsidiaries. We have, in accordance with Section 129(3) of the Companies Act, 2013 prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, the report on the performance and financial position of each of the subsidiary, associate and joint venture and salient features of the financial statements in the prescribed Form AOC-1 is annexed to this report [Annexure 5]. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of each of the subsidiary will be available on our website www.tatasteel.com. These documents will also be available for inspection during business hours at the registered office of the Company. The names of companies that have become or ceased to be subsidiaries, joint ventures and associates are disclosed in the annexure to this report [Annexure 6]. Auditors Statutory Auditors Deloitte Haskins & Sells LLP (DHS LLP), Chartered Accountants, who are the statutory auditors of the Company, hold office until the conclusion of the ensuing AGM and are eligible for re-appointment. Members of the Company at the AGM held on 14 August, 2014 had approved the appointment of DHS LLP as the Statutory Auditors for a period of three financial years i.e., up to 31 March, 2017. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM. Accordingly, requisite resolution forms part of the notice convening the AGM. Cost Auditors As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of Shome & Banerjee as the cost auditors of the Company for the year ending 31 March, 2016, at a remuneration of ₹ 12 lakhs plus out of pocket expenses. Shome & Banerjee have vast experience in the field of cost audit and have conducted the audit of the cost records of the

44 Directors' Report

Company for the past several years under the provisions of the erstwhile Companies Act, 1956. The due date for filing the Cost Audit Report of the Company for the Financial Year ended 31 March, 2014 was 30 September, 2014 and the Cost Audit Report was filed in XBRL mode by the Cost Auditor on 27 August, 2014. Secretarial Auditors Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board’s report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form. The Board of Directors appointed Parikh & Associates, Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2014-15 and their report is annexed to this Board report [Annexure 7]. In connection, with the auditors observation in the report, it is clarified that the non-filing of Form MGT-14 in respect of one board resolution and delay in transfer of unclaimed rights issue application money to Investor Education Protection Fund are technical lapses that occurred inadvertently. The Board has also appointed Parikh & Associates, as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2015-16. Extract of the Annual Return The details forming part of the extract of the Annual Return in Form MGT 9 as per provisions of Companies Act, 2013 and rules thereto is annexed to this report [Annexure 8]. Significant and Material Orders Passed by the Regulators or Courts There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations. However, members' attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements. Particulars of Loans, Guarantees or Investments Particulars of loans, guarantees given and investments made during the year in accordance with Section 186 of the Companies Act, 2013 is annexed to this report [Annexure 9]. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Details of the energy conservation, technology absorption and foreign exchange earnings and outgo are annexed to this report [Annexure 10].

Business Responsibility Report A Business Responsibility Report is included in this Annual Report. Deposits

We thank the Government of India, the State Governments where we have operations and other government agencies for their support and look forward to their continued support in the future.

During the year, the Company has not accepted any deposits under the Companies Act, 2013.

On behalf of the Board of Directors

Acknowledgements We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

Cyrus P. Mistry Chairman Mumbai 20 May, 2015

Declaration Regarding Compliance by Board Members and Senior Management Personnel with the Code of Conduct This is to confirm that the Company has adopted the Tata Code of Conduct for its employees including the Managing Director and Whole-time Directors. In addition, the Company has adopted the Tata Code of Conduct for Non-Executive Directors. Both these Codes are available on the Company’s website. I confirm that the Company has in respect of the Financial Year ended 31 March, 2015, 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 Managing Director as on 31 March, 2015.

T. V. NARENDRAN Managing Director Mumbai 20 May, 2015

Directors' Report 45

Hundred and eighth annual report 2014-15

Annexure 1 – Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (1) Ratio of the remuneration of each Director/KMP to the median remuneration of all the employees of the Company for the financial year:

3) Mr. A Anjeneyan, Company Secretary resigned from the services of the Company with effect from 10 October, 2014. Mr. Parvatheesam K was appointed as the Company Secretary with effect from 12 January, 2015. Accordingly, the disclosures with respect to median and increase in remuneration is not made.

Median remuneration of all the employees of the Company for the Financial Year 2014-15

₹ 7,81,972

The percentage increase in the median remuneration of employees in the Financial Year

12.08%

(2) Relationship between average increase in remuneration and company performance:

The number of permanent employees on the rolls of Company as on 31 March, 2015

36,957

The average increase in remuneration during Financial Year 2014-15 was 12.3% as compared with previous financial year. Net revenues of the Company during the financial year of ₹ 41,785 crores were at par to that of the previous year at ₹ 41,711 crores. The total employee cost for the Financial Year ended 31 March, 2015 was ₹ 4,601.92 crores against ₹ 3,673.08 crores for the Financial Year ended 31 March, 2014. The total employee cost as a percentage of net revenues was 11.01% (last year 8.80%). The performance of the Company was under pressure due to the challenges it faced during the year. These are explained in detail in the operations and performance section of this report.

Name of Director

Ratio of % increase in remuneration remuneration to median remuneration in the Financial Year 2014-15 of all employees

Non-Executive Directors Mr. Cyrus P. Mistry

0.61

–

Mr. Ishaat Hussain

14.74

–

Mr. D. K. Mehrotra

9.82

–

Dr. Karl-Ulrich Koehler

0.38

13.3

Mr. Nusli N. Wadia

14.53

–

Mr. Subodh Bhargava

13.85

–

Mr. Jacobus Schraven

6.01

27.4

Ms. Mallika Srinivasan

7.83

–

Mr. O. P. Bhatt

9.87

34.7

Mr. Andrew Robb

7.47

7.6

Mr. Koushik Chatterjee

67.09

11.0

Mr. T. V. Narendran

77.64

–

Independent Directors

Executive Directors

Notes: 1) The ratio of remuneration to median remuneration is based on remuneration paid during the period 1 April, 2014 to 31 March, 2015. 2) Mr. T. V. Narendran was inducted on the Board with effect from 19 September, 2013. Accordingly, the disclosure with respect to increase in his salary is not made.

46 Directors' Report

Average increase in remuneration is guided by factors like inflation, normal salary revisions, external competitiveness and talent retention. Whilst the Company has a strong focus on cost, employee cost being one of the key areas for cost monitoring and control, the results of any structural initiatives needs to be measured over a long-term horizon and cannot be strictly compared with annual performance indicators. Besides employee costs, other significant internal and external factors impacting performance of the Company are explained in detail in the Management Discussion & Analysis Report. (3) Comparison of the remuneration of the KMP against the performance of the Company: Particulars Aggregate remuneration of KMP in Financial Year 2014-15 Revenue Remuneration of KMPs (as % of revenue) Profit before Tax (PBT) Remuneration of KMPs (as % of PBT)

(₹ crores) 12.71 41,785 0.03 8,509 0.15

(4) Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer: Sl. Description (₹ crores) No. 1 Market Cap variation Mcap at 31 March, 2015 30,763 Mcap at 31 March, 2014 38,261 Variation in Mcap in FY 2015 (%) (19.6) 2 Price-to-Earnings Ratio - PE as at 31 March, 2015 (Mkt Price/EPS) NA - PE as at 31 March, 2014 (Mkt Price/EPS) 11.19 Variation in PE in FY 2015 (%) (20.3) 3 % Increase/Decrease from last Public Offer - FPO price per share (January 2011) 610 - Market price as at 31 March, 2015 316.75 % decrease from last FPO (48.1)

(5) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circ*mstances for increase in the managerial remuneration: Average percentage increase in salary of the Company’s employees was 12.3%. The total managerial remuneration for the Financial Year 2014-15 was ₹ 1,208.73 lakhs as against ₹ 988.98 lakhs during the previous year. The percentage increase in remuneration to Mr. Koushik Chatterjee, Group Executive Director (Finance & Corporate) during the Financial Year 2014-15 was approximately 11% as compared to the previous financial year. Mr. T. V. Narendran, Managing Director was inducted on the Board with effect from 19 September, 2013. Accordingly, Mr. T. V. Narendran was a Director on the Board for part of the year during the Financial Year 2013-14. Hence the disclosure with respect to percentage increase in his salary between Financial Years 2013-14 and 2014-15 is not made.

Note: Given that the consolidated EPS for 31 March, 2015 is negative, PE as at 31 March, 2015 has been shown as NA. (6) Comparison of the each remuneration of the KMP against the performance of the Company: Sl. No.

1 2 3 4 5

Particulars of Remuneration

Remuneration in FY 15 (₹ crores) Revenue (₹ crores) Remuneration as % of Revenue Profit before Tax (PBT) (₹ crores) Remuneration as % of PBT

Key Managerial Personnel Mr. T. V. Narendran MD 6.47 0.02 0.08

Mr. Koushik Chatterjee Mr. A. Anjeneyan WTD & CFO Company Secretary * 5.61 0.49 41,785 0.01 0.00 8,509 0.07 0.00

Mr. Parvatheesam K Company Secretary * 0.13 0.00 0.00

* Part of the year (7) The key parameters for any variable component of remuneration availed by the directors:

but receive remuneration in excess of the highest paid director during the year:

Remuneration to the EDs involve balance between fixed and variable pay reflecting short and long-term performance objective appropriate to the working of the Company, its goals, for attracting and retaining the best talent.

Not applicable since no employee of the Company receives remuneration in excess of the highest paid director, i.e. MD. (9) Remuneration is as per the remuneration policy of the Company. On behalf of the Board of Directors

Remuneration to NEDs involve sitting fees for attending meetings of the Board/Committees and commission based on the attendance and contribution towards governance practices and discharging fiduciary duties. (8) The ratio of the remuneration of the highest paid director to that of the employees who are not directors

Cyrus P. Mistry Chairman Mumbai 20 May, 2015 Directors' Report 47

Hundred and eighth annual report 2014-15

Annexure 2 –Annual Report on Corporate Social Responsibility Activities (Pursuant to Section 135 of the Companies Act, 2013) I. Brief outline of the Corporate Social Responsibility (CSR) Policy T he Board of Directors (Board) adopted the CSR Policy (Policy) on September 17, 2014 which is available on the Company’s website. The Company’s CSR is in alignment with the Tata Group focus initiatives – Education, Health, Livelihoods and Rural and Urban infrastructure. Besides, it also undertakes interventions in the areas of sports, disaster relief, environment and ethnicity all aimed at improving the quality of life of the communities. II. Composition of CSR Committee of the Board The CSR Committee of the Board comprises Mr. Ishaat Hussain (Chairman), Mr. O. P. Bhatt, Mr. D. K. Mehrotra, Mr. Koushik Chatterjee and Mr. T. V. Narendran. T he Company has also set up a CSR Advisory Council. The council comprises 12 members, all of whom are eminent personalities from academia and the development sector. The members of the Advisory Council, with their years of experience and multi-functional expertise, provide macro policy-level inputs to the CSR Committee and guide the Company’s approach towards CSR. SR activities, as per the Companies Act, 2013, may be C undertaken by the Company through a registered trust or a registered society. The Company undertakes the activities either directly or in collaboration with the following delivery arms: T ata Steel Rural Development Society (TSRDS), a registered society under Societies Registration Act, 1860. The principal aim and objective of the society is to undertake, promote, sponsor, assist or aid directly any activity/project/programme for the promotion and growth of the rural economy, rural welfare, socio-economic development and upliftment of the people in rural areas. T ribal Cultural Society (TCS), a registered society under Societies Registration Act, 1860. The main objective of the society is to promote and undertake cultural activities, cultural education and training of the various tribes. T ata Steel Skill Development Society (TSSDS), a registered society under Societies Registration Act, 1860. The main aim and object of the society is to provide facilities for technical and other skill enhancement trainings within the nation. T ata Steel Family Initiatives Foundation (TSFIF), a registered trust under Indian Trusts Act, 1882. The objective of the trust is to undertake projects/programmes on reproductive health, prevention of drug or alcohol addiction and empowerment of women through literacy and income generation.

48 Directors' Report

III. Financial Details Particulars ₹ crores Average net profit of the Company for the last 8,412.82 3 financial years Prescribed CSR Expenditure 168.26 (2% of the average net profits) Details of CSR Expenditure during the financial year: Total amount to be spent for the financial year 168.26 Amount spent 171.46 Amount unspent Nil IV. Key achievements ur key achievements in Financial Year 2014-15 is given below. O The manner in which the amount was spent during the financial year is provided in the annexure. Education and Training ducation: In the adult literacy programme, over 15,000 adults E were made functionally literate while nearly 13,000 middle and high school students in areas of operation benefitted from the preparatory coaching classes on English, Math and Science. Nearly 49,000 students in 383 government schools were covered under the mid-day meal scheme. For honing spoken English skills and soft skills of students, skill development centres in partnership with NIIT Foundation were set up at different locations in Kalinganagar. Moreover, nearly 1,000 school dropouts were able to continue their studies by getting enrolled in the Company sponsored bridge courses. chools Project: Conceptualised to improve the quality S of education in the government primary schools across six blocks of Jajpur, Keonjhar and Sundergarh districts of Odisha. The project is to be implemented in 1,000 schools over five years. 100 schools have been reached out to in the first year of implementation. Scholarships: In Financial Year 2014-15, Jyoti Fellowship was given to over 3,400 meritorious students from the SC/ST communities across Jharkhand, Chhattisgarh and Odisha. We also launched a new scholarship programme – ‘Tata Steel Scholars’. Tata Steel Scholars is aimed at supporting bright SC/ST students in pursuing professional courses from reputed institutes. So far, around 50 students have been supported under this initiative to pursue higher studies in reputed professional institutes across India. Skilling Youth: Skill development of youth is a major thrust area of Company’s CSR. In Financial Year 2015, we partnered with several organisations to set up skill development centres. Some highlights include:

•

S etting up of Tata Steel Technical Institute at Burmamines, Jamshedpur in partnership with Nettur Technical Training Foundation and offering full time diploma courses in two branches, i.e., Mechatronics and Electrical & Electronics.

•

I n addition to a hospitality training centre set up with Indian Hotels and Pratham at Kolebira near Jamshedpur, we in collaboration with Government of Odisha also set up ‘PACE Skill Training Centre’ at Seregada near Gopalpur.

•

More than 200 girls from left-wing extremist areas being trained on health sector skills (B.Sc. Nursing, ANM, GNM, Ophtalmic Nursing etc.) at various institutes across India.

In Financial Year 2014-15, over 3,500 youth were trained in various skill development programmes across locations. Rural Developments Samvaad: A Tribal Conclave: The Company in November 2014 organised ‘Samvaad’, a four-day pan-India tribal conclave in Jamshedpur that brought thought leaders, academicians, cultural performers and activists on one platform. The conclave was attended by nearly 1,500 people from 19 states of India. It showcased panel discussions on topics such as tribal livelihoods, particularly vulnerable tribal groups, cultural performances, documentary film screenings and handicrafts exhibition. Market Yard: Started in January 2014 in partnership with MART, it provides a common platform for both farmers and traders and is aimed at helping farmers market their agriculture produce at a fair price. In Financial Year 2014-15, more than 3,000 tonnes of vegetables were traded with a turnover of ₹ 3 crores through the farmer cooperative 'Unnat Phal Sabji Utpadak Sahyog Samiti Limited', Patamda. griculture: With focussed interventions in agriculture, we A provided livelihood opportunities to nearly 6,000 farmers through agriculture development. For instance, we popularised System of Rice Intensification (SRI) to increase paddy productivity as well as acreage under second and third cropping to nearly 4,500 acres. Using participatory method, we engaged community based organisations in construction of 366 ponds that will boost irrigation and reduce farmers’ dependency on monsoon. enewable Energy: Under the solar street light project, over R 1,400 solar street lights were installed in villages of Jharkhand and Odisha. thnicity: We work on various facets of tribal culture, E including tribal music and dance. This includes interventions to preserve and promote tribal languages, literature and folklore (teach tribal scripts, publish tribal literature, etc.) and tribal sports (Kati, Sekkor etc.). During the year, nearly 15,000 youth learned tribal scripts for Ho, Santhali and Oraon languages. More than 5,000 players participated in various

grassroot level tribal sports tournaments organised in villages of Jharkhand and Odisha. Health ospitals in Odisha: Work is underway for a 500-bedded H hospital at Gopalpur and a 200-bedded multi-speciality hospital in Kalinganagar. We have also signed a MoU with Sankara Eye Hospital to set up a 100-bedded Super Speciality Eye Care Hospital in Ganjam. Newborn Health: Project MANSI on maternal and newborn survival, which is underway in 167 villages of Seraikela district, has brought down infant mortality rate by 26.5% and neonatal mortality rate by 32.7%, over four years of implementation. The project will be scaled up in the districts of Seraikela-Kharsawan (8 blocks) and West Singhbhum (2 blocks) in Jharkhand and Keonjhar district (2 blocks) of Odisha. Adolescent Health: Project RISHTA on adolescent health was implemented in 736 villages across 14 blocks and 7 districts of Jharkhand and Odisha. During the year, more than 47,000 adolescents were covered to enable them to make informed decisions and choices about their sexual and reproductive health. Sports Youth Empowerment: Community Sports is one of the key strategies used to empower youth in the hinterlands. It also helps to identify and nurture talent among the rural communities. In this regard, the Company organised several sports tournaments and conducted training camps. Tata Steel took the lead to organise a joint Tata Group tournament involving Tata Motors, Tata Power and Tinplate for athletics, archery as well as football. During the year, the football tournament witnessed participation of 22,000 tribal youth from 1,500 teams, whereas nearly 7,500 youth participated in archery and hockey tournaments. To encourage girl participation in sporting activities, for the first time, a football tournament for 32 Kasturba Gandhi Baalika Vidyalaya (KGBV) schools was organised in which a total of 64 teams comprising girls in Under-14 and Open category participated. V. Responsibility Statement e hereby affirm that the CSR Policy, as approved by the Board, W has been implemented and the CSR Committee monitors the implementation of CSR Projects and activities in compliance with our CSR objectives.

Ishaat Hussain Chairman of CSR Committee

T. V. Narendran Managing Director

Mumbai 20 May, 2015

Directors' Report 49

50 Directors' Report

Sanitation

4

5

Total

Total Promotion of education including special education

Making available safe drinking water

3

2

Eradicating hunger, poverty and malnutrition Promoting health care including preventive healthcare

CSR project or activity identified

(2)

1

Sl. No.

(1)

Education

Health & Drinking Water

Health & Drinking Water

Health & Drinking Water

Health & Drinking Water

(4)

West Bengal - East Midnapore

Jharkhand - Dhanbad, East Singhbhum, Ramgarh, Ranchi, West Singhbhum, Latehar

Odisha - Baleshwar, Dhenkanal, Ganjam, Jajpur, Kendujhar, Sundargarh, Keonjhar

Odisha - Dhenkanal, Ganjam, Jajpur

West Bengal - Haldia Jharkhand - Dhanbad, East Singhbhum, Ramgarh

Odisha - Ganjam, Jajpur, Kendujhar, Sundargarh, Keonjhar

Chhattisgarh - Jagdalpur Jharkhand - Dhanbad, Hazaribagh, Ranchi, West Singhbhum, East Singhbhum, Latehar, Ramgarh

West Bengal - Kolkata, Haldia, East Midnapore

Maharashtra - Thane

Jharkhand - Dhanbad, East Singhbhum, West Singhbhum, Ramgarh, Sundergarh

Odisha - Balangir, Ganjam, Jajpur, Kendujhar, Keonjhar, Sundargarh

Jharkhand - East Singhbhum

Odisha - Cuttack, Kendujhar

Sector in which the Location of project project is covered (State & District)

(3)

(6)

(7)

(8)

44.59

58.21 44.59

58.21

44.25

41.19 44.25

0.57

14.93

24.48

1.21

44.25

41.19 44.25 TSRDS/TCS/Direct

0.57 Direct

14.93 Direct/TSRDS

24.48 Direct/TSRDS/TCS/ TSFIF

1.21 Direct

Cumulative Amount expenditure Amount spent through Amount spent on the direct or through till the outlay projects or implementing agency reporting programmes period

(5)

Manner in which the amount spent during the financial year is detailed below.

Annexure to the CSR Annual Report

Hundred and eighth annual report 2014-15

Directors' Report 51

Livelihood enhancement

Promoting gender equality and empowering women Reducing inequalities faced by socially and economically backward groups Total Environmental sustainability, protection of flora & fauna, agro forestry, animal welfare, resource conservation, maintaining quality of soil, air, water Total

7

8

10

9

Employment enhancing vocational skills especially to women, children, differently abled

CSR project or activity identified

(2)

6

Sl. No.

(1)

(6)

Maharashtra - Mumbai

West Bengal - Haldia

12.66

5.11

43.08 5.11

Jharkhand - East Singhbhum, Ramgarh, West Singhbhum, Dhanbad, Sundergarh

Environment

46.81 12.66

0.67

Jharkhand - Ramgarh, Ranchi

Livelihood

46.81

29.34

13.06

0.01

Odisha - Ganjam, Jajpur, Kendujhar, Keonjhar

(7)

(8)

5.11

43.08 5.11 Direct/TSRDS

0.67 Direct

0.01 Direct

29.34 Direct/TSRDS

13.06 TSRDS/TCS/TSSDS

Cumulative Amount expenditure Amount spent through Amount spent on the direct or through till the outlay projects or implementing agency reporting programmes period

(5)

Livelihood

Maharashtra - Mumbai Jharkhand - Dhanbad, East Singhbhum, Ranchi, West Singhbhum, Ramgarh

Odisha - Jajpur, Kendujhar, Keonjhar, Ganjam

Jharkhand - East Singhbhum, Ranchi, Dhanbad, Ramgarh, West Singhbhum, Sundergarh

(4)

Odisha - Ganjam, Jajpur, Kendujhar, Keonjhar West Bengal - Kolkata

Livelihood

Livelihood

Sector in which the Location of project project is covered (State & District)

(3)

52 Directors' Report

15

14

13

12

11

Sl. No.

(1)

Rural & Urban Infrastructure Development

Rural & Urban Infrastructure Development

Sports

Ethnicity

Ethnicity

(4)

Odisha - Dhenkanal, Ganjam, Jajpur, Kendujhar, Keonjhar, Sundargarh

Jharkhand - Bokaro, Dhanbad, East Singhbhum, Ramgarh, Ranchi, West Singhbhum

Odisha - Ganjam, Jajpur

Jharkhand - East Singhbhum

West Bengal - Kolkata

Jharkhand - Dhanbad, Ramgarh, Ranchi, Latehar, East Singhbhum

Odisha - Balangir, Dhenkanal, Jajpur, Kendujhar, Khordha, Sundargarh, West Singhbhum, Keonjhar, Ganjam

Odisha - Jajpur, Kendujhar, Keonjhar, Ganjam

Odisha - Jajpur, Kendujhar Jharkhand - East Singhbhum, West Singhbhum

Chhattisgarh - Jagdalpur

Jharkhand - East Singhbhum

Sector in which the Location of project project is covered (State & District)

(3)

Total Total Direct expenses of project & programmes (A) Overhead Expenses (restricted to the 5% of total CSR expenditure) (B) Total (A) + (B)

Total Setting up homes, hostels, old age homes, day care centres for women, orphan, elderly Rural development projects (infrastructure and other developments)

Promotion and development of traditional arts and handicrafts Protection and restoration of national heritage, promotion of art, culture, handicrafts, setting up public libraries, etc. Total Promotion of rural, nationally recognised, paralympic and olympic sports especially training

CSR project or activity identified

(2)

(6)

(7)

(8)

200.11

17.06

17.06

15.80

4.98 15.80

4.98

16.98 163.29 8.17 171.46

16.64

8.61 0.34

4.07 8.61

3.22

0.85

16.98 163.29 8.17 171.46

16.64 Direct/TSRDS

8.61 0.34 Direct

4.07 8.61 Direct/TSRDS

3.22 Direct/TSRDS/TCS

0.85 Direct

Cumulative Amount expenditure Amount spent through Amount spent on the direct or through till the outlay projects or implementing agency reporting programmes period

(5)

Hundred and eighth annual report 2014-15

Annexure 3 – Policy on Appointment & Removal of Directors 1. INTRODUCTION 1.1 In terms of Section 178 of the Companies Act, 2013, rules made thereunder and the Listing Agreement, entered into by the Company with Stock Exchanges in India, as amended from time to time, the Committee has formulated this policy on appointment and removal of Directors. The Policy has been adopted by the Nomination and Remuneration Committee ("NRC") vide its resolution dated 31 March, 2015 and approved by the Board of Directors vide its resolution dated 31 March, 2015.

3.3 Request candidature from the database maintained by Tata Group HR/Company or list of potential candidates shared by the external consultants or any other source as deemed appropriate by the Committee. 3.4 NRC members (either jointly/individually, as delegated) shall meet the potential candidate and assess his/her suitability for the role. 3.5 NRC to recommend the appointment of shortlisted candidate to the Board for its consideration.

1.2 This policy shall act as a guideline for determining qualifications, positive attributes, independence of a Director and matters relating to the appointment and removal of Directors.

3.6 Emergency Succession: If position of a Director suddenly becomes vacant by reason of death or other unanticipated occurrence, the NRC shall convene a special meeting at the earliest opportunity to fill such vacancy.

2. OBJECTIVE OF THE POLICY

4. POLICY IMPLEMENTATION

2.1 To lay down criteria and terms and conditions with regards to the identification of persons who are qualified to become Directors (executive, non-executive and independent) including their qualifications, positive attributes and independence and who may be appointed as the Senior Management of the Company.

4.1 The Committee is responsible for recommending this Policy to the Board.

3.

5. REVIEW OF THE POLICY

APPOINTMENT OF DIRECTORS

This Policy enumerates guidelines which may be used by NRC in selecting/appointing/re-appointing and removal of a Director. 3.1 Assess skill-sets the Board needs given the strategies, challenges faced by the Company. 3.2 In selecting individuals for appointment/re-appointment/ removal of directors, the NRC may refer to the following guidelines/policies:

3.2.1 Board Membership Criteria (Refer Schedule A)

3.2.2 Board Diversity Policy (Refer Schedule B)

3.2.3 Criteria for determining independence of Directors (in case of appointment of Independent Directors Refer Schedule C)

4.2 The Board is responsible for approving and overseeing implementation of this Policy (with the support of the Committee). This Policy will be reviewed and reassessed by the Committee as and when required and appropriate recommendations shall be made to the Board to update this Policy based on changes that may be brought about due to any regulatory amendments or otherwise. 6.

APPLICABILITY TO SUBSIDIARY COMPANIES

This Policy may be adopted by the Company’s subsidiaries subject to suitable modifications and approval of the Board of Directors of the respective subsidiary companies. 7. COMPLIANCE RESPONSIBILITY Compliance of this Policy shall be the responsibility of the Company Secretary of the Company who shall have the power to ask for any information or clarifications from the management in this regard.

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

In evaluating the suitability of individual Board members, the Committee considers many factors, including general understanding of marketing, finance, operations management, public policy, international relations, legal, governance and other disciplines relevant to the success of a large publicly traded metals and mining company in today’s business environment; understanding of the Company's business; experience in dealing with strategic issues and long-term perspectives; maintaining an independent familiarity with the external environment in which

Directors' Report 53

Hundred and eighth annual report 2014-15 the Company operates and especially in the Directors particular field of expertise; educational and professional background; personal accomplishment; and geographic, gender, age, and ethnic diversity. The Board evaluates each individual in the context of the Board as a whole, with the objective of having a group that can best perpetuate the success of the Company's business and represent stakeholders' interests through the exercise of sound judgment, using its diversity of experience.

In determining whether to recommend a Director for re-election, the Committee also considers the Director’s past attendance at meetings, participation in meetings and contributions to the activities of the Board, and the results of the most recent Board self-evaluation. Board members are expected to rigorously prepare for, attend and participate in all Board and applicable committee meetings. Each member is expected to ensure that their other current and planned future commitments do not materially interfere with the responsibilities at Tata Steel.

Schedule B Board Diversity Policy determining the Board composition, the Committee will consider the merit, skill, experience, gender and other diversity of the Board.

1. PURPOSE The need for diversity in the Board has come into focus post the changes in the provisions of the Companies Act, 2013 (“Act”) and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under Listing Agreement. The NRC has framed this Policy to set out the approach to diversity on the Board of the Company (“Policy”). 2. SCOPE

This Policy is applicable to the Board of the Company.

3. POLICY STATEMENT The Company recognises the importance of diversity in its success. Considering the global footprint of the Company, it is essential that the Company has as diverse a Board as possible. A diverse Board will bring in different set of expertise and perspectives. The combination of Board having different skill set, industry experience, varied cultural and geographical background and gender diversity will bring a variety of experience and viewpoints which will add to the strength of the Company. While all appointments to the Board are made on merit, the diversity of Board in aggregate will be of immense strength to the Board in guiding the Company successfully through various geographies. The Committee reviews and recommends appointments of new Directors to the Board. In reviewing and

To meet the objectives of driving diversity and an optimum skill mix, the Committee may seek the support of Tata Group Human Resources. 4. MONITORING AND REPORTING The Committee will report annually, in the Corporate Governance section of the Annual Report of the Company, the process it employed in Board appointments. The report will include summary of this Policy including purpose and the progress made in achieving the same. 5. REVIEW OF THE POLICY This Policy will be reviewed and reassessed by the Committee as and when required and appropriate recommendations shall be made to the Board to update this Policy based on changes that may be brought about due to any regulatory amendments or otherwise. 6.

APPLICABILITY TO SUBSIDIARIES

This Policy may be adopted by the Company’s subsidiaries subject to suitable modifications and approval of the Board of Directors of the respective subsidiary companies. 7. COMPLIANCE RESPONSIBILITY Compliance of this Policy shall be the responsibility of the Company Secretary of the Company who shall have the power to ask for any information or clarifications from the management in this regard.

Schedule C CRITERIA FOR DETERMINING INDEPENDENCE OF DIRECTORS 1. Purpose

2. Independence Guidelines

The purpose of this Policy is to define guidelines that will be used by the Nomination and Remuneration Committee/ Board to assess the independence of Directors of the Company.

A Director is considered independent if the Board makes an affirmative determination after a review of all relevant information. The Board has established the categorical

54 Directors' Report

ten percent or more of the gross turnover of such firm;

standards set forth below to assist it in making such determinations. An independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee director,— (a)

(iii) holds together with his relatives two percent or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five percent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent or more of the total voting power of the company; or

(v) is a material supplier, service provider or customer or a lessor or a lessee of the Company

(f )

who is not less than 21 years of age

ho, in the opinion of the Board, is a person of integrity w and possesses relevant expertise and experience;

(b) (i) who is or was not a promoter of the company or its holding, subsidiary or associate company;

(ii) who is not related to promoters or directors in the company, its holding, subsidiary or associate company;

(c) apart from receiving directors remuneration has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year; (d) none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year; (e)

who, neither himself nor any of his relatives—

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of—

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or (B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to

(g) who possesses such other qualifications as prescribed DEFINITIONS IN ADDITION TO THOSE PROVIDED ABOVE 1. “Nominee Director” implies a Director nominated by any financial institution in pursuance of the provisions of any law for the time being in force, or of any agreement, or appointed by any government or any other person to represent its interests. 2. “Associate Company” implies a company which is an “associate” as defined in Accounting Standard ("AS") 23, “Accounting for Investments in Associates in Consolidated Financial Statements”, issued by the Institute of Chartered Accountants of India. 3. “Relative” implies anyone who is related to another if they are members of HUF; if they are husband and wife; or if one person is related to the other in such manner as may be prescribed under the Act. A person shall be deemed to be the relative of another, if he or she is related to another in the following manner, namely – Father (includes step-father), Mother (includes stepmother), Son (includes step-son), Son’s wife, Daughter, Daughter’s husband, Brother (includes step-brother), Sister (includes step-sister). Explanations: Consecutive Terms: He/she shall be eligible for appointment as Independent Director after the expiration of three years of ceasing to be a Director on the Board of the Company provided that he/she shall not during the said period of three years, be appointed in or associated with Tata Steel in any other category, either directly or indirectly.

Directors' Report 55

Hundred and eighth annual report 2014-15

Annexure 4 – Remuneration Policy of Directors, Kmps and other employees The philosophy for remuneration of Directors, KMP and all other employees of Tata Steel Limited (“Company”) is based on commitment demonstrated by the Directors, KMPs and other employees towards the Company and truly fostering a culture of leadership with trust. The remuneration policy is aligned to this philosophy. This remuneration policy has been prepared pursuant to the provisions of Section 178(3) of the Companies Act, 2013 (“Act”) and Clause 49(IV)(B)(1) of the Equity Listing Agreement (“Listing Agreement”). In case of any inconsistency between the provisions of law and this remuneration policy, the provisions of the law shall prevail and the Company shall abide by the applicable law. While formulating this Policy, the Nomination and Remuneration Committee ("NRC") has considered the factors laid down under Section 178(4) of the Act, which are as under:

verall remuneration practices should be consistent with O recognised best practices. T he aggregate commission payable to all the NEDs and IDs will be recommended by the NRC to the Board based on Company’s performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters as may be decided by the Board. T he NRC will recommend to the Board, the quantum of commission for each Director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by Directors other than in meetings.

c) remuneration to Directors, KMP and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals”.

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

Key principles governing this remuneration policy are as follows:

Remuneration for Managing Director (MD)/Executive Directors (EDs)/KMP/rest of the employees

Remuneration for Independent Directors Non-Independent Non-Executive Directors

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

a) "the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

and

Overall remuneration should be reflective of the size of the Company, complexity of the sector/industry/company’s operations and the company’s capacity to pay the remuneration. Independent Directors ("ID") and Non-Independent NonExecutive Directors ("NED") may be paid sitting fees (for attending the meetings of the Board and of committees of which they may be members) and commission within regulatory limits. Quantum of sitting fees may be subject to review on a periodic basis, as required. ithin the parameters prescribed by law, the payment of sitting W fees and commission will be recommended by the NRC and approved by the Board. verall remuneration (sitting fees and commission) should O be reasonable and sufficient to attract, retain and motivate Directors aligned to the requirements of the Company (taking into consideration the challenges faced by the Company and its future growth imperatives).

56 Directors' Report

•

arket competitive (market for every role is defined as M companies from which the Company attracts talent or companies to which the Company loses talent),

•

Based on the role played by the individual in managing the Company including responding to the challenges faced by the Company,

•

eflective of size of the Company, complexity of the sector/ R industry/company’s operations and the Company’s capacity to pay,

•

Consistent with recognised best practices and

•

Aligned to any regulatory requirements.

•

In terms of remuneration mix or composition,

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

– Basic/fixed salary is provided to all employees to ensure that there is a steady income in line with their skills and experience. – In addition to the basic/fixed salary, the Company may provide employees with certain perquisites, allowances and benefits to enable a certain level of lifestyle and to offer scope for savings and tax optimisation, where possible. The Company may also provide all employees with a social security net (subject to limits) by covering medical expenses and hospitalisation through re-imbursem*nts or insurance cover and accidental death and dismemberment through personal accident insurance.

– The Company applicable.

– In addition to the basic/fixed salary, benefits, perquisites and allowances as provided above, the Company may provide MD/EDs such remuneration by way of bonus/ performance linked incentive and/or commission calculated with reference to the net profits of the Company in a particular financial year, as may be determined by the Board, subject to the overall ceilings stipulated in Section 197 of the Act. The specific amount payable to the MD/EDs would be based on performance as evaluated by the Board or the NRC and approved by the Board.

provides

retirement

benefits

as

– The Company may provide the rest of the employees a performance linked bonus and/or performance linked incentive and/or long-term incentive as applicable. The performance linked bonus/performance linked incentive would be driven by the outcome of the performance appraisal process and the performance of the Company.

Remuneration payable to Director for services rendered in other capacity T he remuneration payable to the Directors shall be inclusive of any remuneration payable for services rendered by such Director in any other capacity unless:

a) The services rendered are of a professional nature; and b) The NRC is of the opinion that the Director possesses requisite qualification for the practice of the profession. Premium on Insurance policy here any insurance is taken by the Company on behalf of its W NEDs, for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration. here any insurance is taken by the Company on behalf of W its MD/EDs, KMP and any other employees for indemnifying them against any liability in respect of any negligence, default, misfeasance, breach of duty or breach of trust for which they may be guilty in relation to the Company, the premium paid on such insurance shall not be treated as part of the remuneration. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration. Policy implementation The NRC is responsible for recommending the remuneration policy to the Board. The Board is responsible for approving and overseeing implementation of the remuneration policy. Review of the Policy This Policy will be reviewed and reassessed by the NRC as and when required and appropriate recommendations shall be made to the Board to update this Policy based on changes that may be brought about due to any regulatory amendments or otherwise. Applicability to subsidiaries This Policy may be adopted by the Company’s subsidiaries subject to suitable modifications and approval of the Board of Directors of the respective subsidiary companies. Compliance Responsibility Compliance of this Policy shall be the responsibility of the Company Secretary of the Company who shall have the power to ask for any information or clarification from the management in this regard.

Directors' Report 57

58 Directors' Report

7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35

1 2 3 4 5 6

ABJA Investment Co. Pte. Ltd. Adityapur Toll Bridge Company Limited Bangla Steel & Mining Co. Ltd. Tata Steel Special Economic Zone Limited Indian Steel & Wire Products Ltd. Jamshedpur Continuous Annealing and Processing Company Private Limited Jamshedpur Utilities & Services Company Limited Haldia Water Management Limited Naba Diganta Water Management Limited SEZ Adityapur Limited NatSteel Asia Pte. Ltd. Tata Steel Asia (Hong Kong) Ltd. Tata Steel Resources Australia Pty. Ltd. T M Mining Company Limited T S Alloys Limited Tata Incorporated Tata Korf Engineering Services Ltd. Tata Metaliks Ltd. Tata Metaliks DI Pipes Limited Tata Sponge Iron Limited TSIL Energy Limited Tata Steel (KZN) (Pty) Ltd. Tata Steel Holdings Pte. Ltd. Tata Steel Global Holdings Pte Ltd. Orchid Netherlands (No.1) B.V. NatSteel Holdings Pte. Ltd. Burwill Trading Pte. Ltd. Easteel Services (M) Sdn. Bhd. Eastern Steel Fabricators Philippines, Inc. Eastern Steel Services Pte. Ltd. Eastern Wire Pte. Ltd. NatSteel (Xiamen) Ltd. NatSteel Asia (S) Pte. Ltd. NatSteel Equity IV Pte. Ltd. NatSteel Recycling Pte Ltd.

Sl. Name of the Company No.

– – – – – – – – – – – – – – – – – – – – – – – – – – – – –

– – – – – –

Reporting period for the subsidiary concerned, if different from the holding company’s reporting period

INR INR INR INR SGD USD AUD INR INR USD INR INR INR INR INR ZAR GBP GBP EUR SGD SGD MYR SGD SGD SGD CNY SGD SGD SGD

USD INR BDT INR INR INR

Reporting Currency

1.00 1.00 1.00 1.00 45.47 62.50 47.51 1.00 1.00 62.50 1.00 1.00 1.00 1.00 1.00 5.12 92.42 92.42 67.18 45.47 45.47 16.87 45.47 45.47 45.47 10.08 45.47 45.47 45.47

62.50 1.00 0.80 1.00 1.00 1.00

Exchange Rate

20.35 27.77 18.45 0.05 1,279.62 7.13 – 0.22 59.47 9.37 0.40 125.29 221.40 15.40 1.06 73.73 54,819.97 54,234.72 0.12 909.46 49.56 33.74 19.75 45.47 37.97 514.81 9.09 – 45.47

1.25 20.38 0.08 32.42 5.99 874.00

` crores

Share capital*

10.99 (162.82) 8.36 (0.09) 285.52 115.32 – (0.22) 45.13 (9.38) (9.73) 63.38 (188.83) 779.77 0.00 (841.45) (583.36) (1,667.32) 1.45 (68.50) (8.52) (0.53) (58.86) 8.78 (18.80) (420.11) 7.68 89.98 140.72

(263.77) (2.30) (0.06) (1.18) 46.96 (38.29)

` crores

491.75 13.85 48.03 0.01 1,605.24 282.88 – 0.02 136.90 10.47 0.32 704.11 322.84 972.90 1.07 427.88 54,236.78 67,900.87 1.57 2,854.80 41.04 130.05 11.27 54.26 66.36 621.90 16.82 89.98 252.44

10,872.41 65.26 0.03 36.60 136.42 2,489.55

` crores

Reserves & Surplus Total Assets

460.41 148.89 21.22 0.06 40.10 160.43 – 0.02 32.29 10.47 9.64 515.45 290.26 177.73 0.01 1,195.44 0.17 15,531.59 – 2,013.83 0.00 96.84 50.38 0.00 47.19 527.21 0.05 0.00 66.25

11,134.83 47.19 0.01 5.35 83.46 1,653.84

` crores

Total Liabilities

13.68 – – – 6.53 – – – 20.87 – – 133.82 – 208.00 1.02 0.82 44,817.12 38,830.88 – 1,081.21 – – – 51.16 48.88 – – 89.87 –

– – – – 0.00 8.59

` crores

Total Investments

627.39 – 7.85 – – 984.77 – – 66.84 – – 1,229.85 604.68 867.55 – 567.24 – 4.17 – 3,771.53 – 247.16 – – – 2,614.89 – – 1,182.54

– 3.06 – – 253.16 70.91

` crores

Turnover

17.03 (11.76) 1.43 (0.01) 40.79 4.35 (0.34) (0.05) (10.32) (0.02) 0.74 106.84 25.48 136.47 0.05 (199.66) (0.28) (1,801.61) (0.01) (272.06) (0.00) 4.88 – (0.01) 4.55 (450.70) 0.08 (0.00) 5.76

(256.09) (3.32) (0.00) (1.04) 14.19 (27.73)

` crores

Profit before Taxation

– – – – 0.95 0.67 – – (0.30) 0.03 – 23.18 – 44.58 – – – 115.84 (0.00) (47.60) – 1.22 – – 0.94 10.30 – – 0.99

3.37 – – – 4.88 –

` crores

17.03 (11.76) 1.43 (0.01) 39.84 3.67 (0.34) (0.05) (10.03) (0.04) 0.74 83.66 25.48 91.89 0.05 (199.66) (0.28) (1,917.46) (0.01) (224.46) (0.00) 3.66 – (0.01) 3.61 (461.00) 0.08 (0.00) 4.76

(259.46) (3.32) (0.00) (1.04) 9.32 (27.73)

` crores

Provision for Profit after Taxation Taxation

Part 'A' – Summary of Financial Information of Subsidiary Companies

[Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014] Statement containing salient features of the financial statements of the subsidiaries/joint ventures /associate companies

Annexure 5 – Form AOC-1

– – – – – – – – – – – – – 15.40 – – – – – – – – – – – – – – –

– – – – – –

` crores

Proposed Dividend

100.00 60.00 74.00 51.00 100.00 100.00 100.00 74.00 100.00 100.00 100.00 50.09 100.00 54.50 100.00 90.00 100.00 100.00 100.00 100.00 100.00 100.00 67.00 100.00 100.00 100.00 100.00 100.00 100.00

100.00 73.63 100.00 100.00 95.01 51.00

% of shareholding

Hundred and eighth annual report 2014-15

Directors' Report 59

37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74

36

NatSteel Trade International (Shanghai) Company Ltd. NatSteel Trade International Pte. Ltd. NatSteel Vina Co. Ltd. The Siam Industrial Wire Company Ltd. TSN Wires Co. Ltd. Tata Steel Europe Limited Almana Steel Dubai (Jersey) Limited Apollo Metals Limited Ashorne Hill Management College Augusta Grundstucks GmbH Automotive Laser Technologies Limited B S Pension Fund Trustee Limited Beheermaatschappij Industriele Produkten B.V. Belfin Beheermaatschappij B.V. Bell & Harwood Limited Blastmega Limited Blume Stahlservice GmbH Blume Stahlservice Polska Sp.Z.O.O Bore Samson Group Limited Bore Steel Limited British Guide Rails Limited British Steel Corporation Limited British Steel De Mexico S.A. de C.V. British Steel Directors (Nominees) Limited British Steel Engineering Steels (Exports) Limited British Steel Nederland International B.V. British Steel Samson Limited British Steel Service Centres Limited British Tubes Stockholding Limited C V Benine C Walker & Sons Limited Catnic GmbH Catnic Limited CBS Investissem*nts SAS Cladding & Decking (UK) Limited Cogent Power Inc. Cogent Power SA DE CV Cogent Power Inc. Cogent Power Limited

Sl. Name of the Company No.

– – – – – – – – – – – – – – – – – – – – – – – – – – – – December – – – – – – – – –

–

Reporting period for the subsidiary concerned, if different from the holding company’s reporting period

USD VND THB THB GBP AED USD GBP EUR GBP GBP EUR EUR GBP GBP EUR PLZ GBP GBP GBP GBP USD GBP GBP EUR GBP GBP GBP EUR GBP EUR GBP EUR GBP CAD USD USD GBP

CNY

Reporting Currency

62.50 0.00 1.92 1.92 92.42 17.02 62.50 92.42 67.18 92.42 92.42 67.18 67.18 92.42 92.42 67.18 16.43 92.42 92.42 92.42 92.42 62.50 92.42 92.42 67.18 92.42 92.42 92.42 67.18 92.42 67.18 92.42 67.18 92.42 48.98 62.50 62.50 92.42

10.08

Exchange Rate

9.00 69.62 88.34 67.21 37,543.67 4.25 128.71 – 36.08 0.00 19.83 0.12 0.46 0.00 0.00 34.40 0.08 194.08 147.87 2.77 167.06 – 0.00 0.00 354.53 0.00 184.84 92.42 14.56 32.35 0.17 2.07 0.54 41.59 1.47 0.06 1.87 671.57

1.67

` crores

Share capital*

79.97 (18.51) 742.34 (46.11) (13,828.49) 52.86 (140.95) 74.80 (39.07) – 0.63 (46.53) (0.00) (11.67) 859.57 1.56 (14.77) (55.38) 9.69 42.13 114.85 – – – 198.40 9.24 309.36 4.91 (0.16) 117.81 33.81 (2.63) 0.89 (36.93) 140.76 (6.84) 25.07 (270.79)

(1.79)

` crores

127.66 99.28 928.64 197.80 37,287.21 57.43 66.19 79.12 7.81 0.00 20.46 47.34 0.45 – 859.59 175.60 5.06 208.14 157.56 44.90 281.91 – 0.00 0.11 556.46 9.24 724.07 97.32 101.42 643.67 41.19 0.18 4.09 16.73 282.41 9.31 31.95 424.83

0.82

` crores

Reserves & Surplus Total Assets

38.69 48.16 97.96 176.70 13,572.03 0.32 78.43 4.32 10.81 – – 93.75 0.00 11.67 0.01 139.64 19.75 69.44 – – – – – 0.11 3.53 – 229.88 – 87.03 493.51 7.20 0.74 2.66 12.07 140.19 16.09 5.00 24.05

0.94

` crores

Total Liabilities

1.25 – 40.33 – 19,031.89 – – – – – – 46.74 0.00 – 859.48 0.08 – 208.14 – – – – – – 425.01 – – – – 21.61 – – – – 0.02 – 0.03 98.58

–

` crores

Total Investments

(0.11)

` crores

1,357.07 0.36 411.23 (13.53) 1,056.92 169.57 92.69 (30.46) 331.54 (12,527.80) 0.05 (0.03) 136.61 15.35 41.00 (2.45) – (1.75) – – – – – (0.51) – – – – – – 616.63 3.35 – (0.15) – – – – – – – – – – – – – – – 134.21 – – – – – – – (0.02) – – 84.52 4.76 – – – 0.28 – – 733.00 28.52 – – – – – (0.27)

–

` crores

Turnover

Profit before Taxation

(0.11)

` crores

(0.23) 0.59 – (13.53) 26.71 142.86 1.06 (31.52) – (12,527.80) – (0.03) 0.01 15.34 – (2.45) (0.28) (1.47) – – – – (0.13) (0.38) – – – – – – 1.04 2.31 – (0.15) – – – – – – – – – – – – – – 0.69 133.52 – – – – – – – (0.02) – – 1.28 3.49 – – 0.09 0.19 – – 8.64 19.88 – – – – – (0.27)

–

` crores

Provision for Profit after Taxation Taxation

– – – – – – – – – – – – – – – – – – – – – – – – 47.03 – – – – – – – – – 43.09 – – –

–

` crores

Proposed Dividend

100.00 56.50 100.00 60.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 76.92 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00

100.00

% of shareholding

60 Directors' Report

104 105 106 107 108 109 110 111

90 91 92 93 94 95 96 97 98 99 100 101 102 103

89

75 76 77 78 79 80 81 82 83 84 85 86 87 88

Color Steels Limited Corbeil Les Rives SCI Corby (Northants) & District Water Co. Cordor (C& B) Limited Corus Aluminium Verwaltungsgesellschaft Mbh Corus Beteiligungs GmbH Corus Building Systems Bulgaria AD Corus Building Systems SAS Corus CNBV Investments Corus Cold drawn Tubes Limited Corus Engineering Steels (UK) Limited Corus Engineering Steels Holdings Limited Corus Engineering Steels Limited Corus Engineering Steels Overseas Holdings Limited Corus Engineering Steels Pension Scheme Trustee Limited Corus Group Limited Corus Holdings Limited Corus International (Overseas Holdings) Limited Corus International Limited Corus International Romania SRL. Corus Investments Limited Corus Ireland Limited Corus Large Diameter Pipes Limited Corus Liaison Services (India) Limited Corus Management Limited Corus Primary Aluminium B.V. Corus Properties (Germany) Limited Corus Property Corus Republic Of Ireland Subsidiaries Pension Scheme Trustee Limited Corus Service Centre Limited Corus Steel Service STP LLC Corus Tubes Poland Spolka Z.O.O Corus UK Healthcare Trustee Limited Corus Ukraine LLC CPN (85) Limited Crucible Insurance Company Limited Degels GmbH

Sl. Name of the Company No.

– December – – – – – –

– – – – December – – – – – – – – June

–

– December – – – – December – – – – – – –

Reporting period for the subsidiary concerned, if different from the holding company’s reporting period

GBP RUB EUR GBP UAH GBP GBP EUR

GBP GBP GBP GBP RON GBP EUR GBP GBP GBP EUR GBP GBP EUR

GBP

GBP EUR GBP GBP EUR EUR LEV EUR GBP GBP GBP GBP GBP GBP

Reporting Currency

92.42 1.07 67.18 92.42 2.66 92.42 92.42 67.18

92.42 92.42 92.42 92.42 15.18 92.42 67.18 92.42 92.42 92.42 67.18 92.42 92.42 67.18

92.42

92.42 67.18 92.42 92.42 67.18 67.18 34.24 67.18 92.42 92.42 92.42 92.42 92.42 92.42

Exchange Rate

32.16 0.12 – 0.00 0.01 0.00 92.42 0.54

27,785.47 2.31 2,749.40 4,753.61 0.01 203.32 0.00 734.74 9.24 0.00 264.51 0.00 0.00 0.00

0.00

0.42 4.31 2.40 3.00 3.49 8.60 4.00 21.83 0.00 46.21 92.42 3,843.49 4,270.54 4.62

` crores

Share capital*

115.34 (1.04) 0.30 – 0.01 (0.78) 202.84 (3.14)

(22,067.57) 0.91 1,455.84 (1,980.80) 0.57 6.29 4.19 (62.47) (31.34) (419.05) (377.84) (0.34) – –

–

53.77 3.94 2.88 – (7.98) 11.04 (28.81) (16.01) – (66.34) 330.92 298.12 122.92 4.57

` crores

147.50 1.38 0.56 0.00 0.02 0.00 763.74 207.60

12,542.27 3.23 4,213.38 3,018.98 0.66 209.61 4.24 686.39 1.53 2,271.79 259.10 – 0.01 0.00

0.00

54.18 8.28 7.80 3.00 71.48 19.64 34.42 6.98 0.00 – 423.34 5,253.64 4,393.46 18.07

` crores

Reserves & Surplus Total Assets

– 2.29 0.27 – – 0.78 468.49 210.21

6,824.37 – 8.14 246.16 0.08 – 0.05 14.13 23.63 2,690.83 372.43 0.34 0.01 –

–

– 0.03 2.52 – 75.97 0.00 59.23 1.16 – 20.13 – 1,112.03 – 8.89

` crores

Total Liabilities

– – – – – – 371.51 –

12,541.92 – 2,405.02 2,763.85 – – – – – 1,866.17 256.02 – – –

–

– – – – 71.48 17.62 – 0.19 – – – 5,221.59 – –

` crores

Total Investments

–

– – 0.00 – 9.24 (0.05) (4.35) (1.16) – – – – – –

` crores

– – – – – – – 773.30

– (0.85) – – – – (85.99) (14.66)

– (15,907.02) – – – (95.28) – 11.46 0.65 0.01 – – – (0.06) – – – – – – – (3.58) – – – – – –

–

– – 3.42 – – – 10.69 – – – – – – –

` crores

Turnover

Profit before Taxation

–

– – 0.00 – 9.24 (0.05) (4.35) (1.16) – – – – – –

` crores

– (0.04) – – – – – 0.14

– (0.81) – – – – (85.99) (14.79)

– (15,907.02) – – – (95.28) – 11.46 0.01 0.00 – – – (0.06) – – – – – – (0.89) (2.68) – – – – – –

–

– – – – – – – – – – – – – –

` crores

Provision for Profit after Taxation Taxation

– – – – – – – –

– – – – – – – – – – – – – –

–

– – – – – – – – – – – – – –

` crores

Proposed Dividend

100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00

100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00

100.00

100.00 67.30 100.00 100.00 100.00 100.00 65.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00

% of shareholding

Hundred and eighth annual report 2014-15

Directors' Report 61

112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151

Demka B.V. DSRM Group Plc. Eric Olsson & Soner Forvaltnings AB Esmil B.V. Europressings Limited Firsteel Group Limited Firsteel Holdings Limited Firsteel Strip Mill Products Limited Fischer Profil GmbH Gamble Simms Metals Limited Grant Lyon Eagre Limited H E Samson Limited Hadfields Holdings Limited Halmstad Steel Service Centre AB Hammermega Limited Harrowmills Properties Limited Hille & Muller GmbH Hille & Muller USA Inc. Hoogovens (UK) Limited Hoogovens Aluminium UK Limited Hoogovens Finance B.V. Hoogovens USA Inc. Huizenbezit “Breesaap” B.V. Ickles Cottage Trust Limited Inter Metal Distribution SAS Kalzip Asia Pte Limited Kalzip FZE Kalzip GmbH Kalzip GmbH Kalzip Guangzhou Limited Kalzip Inc Kalzip India Private Limited Kalzip Italy SRL Kalzip Limited Kalzip Spain S.L.U. Layde Steel S.L. Lister Tubes Limited London Works Steel Company Limited Longs Steel UK Limited Midland Steel Supplies Limited

Sl. Name of the Company No.

– – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – –

Reporting period for the subsidiary concerned, if different from the holding company’s reporting period EUR GBP SEK EUR GBP GBP GBP GBP EUR EUR GBP GBP GBP SEK GBP GBP EUR USD GBP GBP EUR USD EUR GBP EUR SGD AED EUR EUR CNY USD INR EUR GBP EUR EUR EUR GBP GBP GBP

Reporting Currency

67.18 92.42 7.23 67.18 92.42 92.42 92.42 92.42 67.18 67.18 92.42 92.42 92.42 7.23 92.42 92.42 67.18 62.50 92.42 92.42 67.18 62.50 67.18 92.42 67.18 45.47 17.02 67.18 67.18 10.08 62.50 1.00 67.18 92.42 67.18 67.18 67.18 92.42 92.42 92.42

Exchange Rate

56.12 46.21 0.07 97.53 5.55 58.22 31.32 80.40 68.70 4.27 3.47 34.66 0.92 3.03 20.79 0.01 34.38 0.02 184.84 13.72 993.97 380.26 0.31 0.00 0.51 61.38 1.70 0.24 42.95 25.44 0.00 5.46 0.07 34.19 6.05 33.59 0.00 0.00 0.00 0.00

` crores

Share capital*

3.66 137.18 3.31 (79.64) 0.36 107.46 40.21 14.07 (80.88) (6.15) 50.97 13.61 (75.19) 5.56 – 176.00 44.74 105.89 (180.54) (11.48) 373.22 76.87 (7.67) 1.35 22.90 (136.26) 1.16 0.68 (53.22) 17.87 (43.36) 2.96 0.10 (17.36) 3.83 (222.13) 10.87 (95.25) – –

` crores 60.12 183.39 3.41 18.03 5.91 327.16 160.16 94.48 196.18 – 54.43 48.27 4.89 18.85 20.79 176.01 333.18 114.95 75.97 2.24 1,372.47 458.41 0.27 1.75 70.60 27.18 11.65 1.03 227.27 97.91 2.32 27.83 1.26 39.99 9.99 277.93 10.87 51.75 0.00 0.00

` crores

Reserves & Surplus Total Assets

0.34 – 0.03 0.15 – 161.47 88.63 – 208.36 1.89 – – 79.16 10.26 – – 254.06 9.03 71.67 – 5.27 1.28 7.63 0.40 47.19 102.06 8.79 0.12 237.53 54.60 45.67 19.41 1.10 23.15 0.11 466.47 – 146.99 – –

` crores

Total Liabilities

– – 2.60 – – 247.68 – 0.28 2.61 – – – – – – – – 73.58 69.96 – 0.00 402.13 – – – – – – – – – – – – – 0.03 – – – –

` crores

Total Investments

– – – – – – – – 575.03 – – – – – – – 487.42 22.25 – – – – 0.08 1.03 379.29 32.66 – 1.03 335.16 58.25 0.24 32.24 2.25 83.18 2.71 753.32 – – – –

` crores

Turnover

0.18 – 0.03 0.24 – – – – (42.28) (97.40) – – – – – – (0.83) 2.50 – – 6.33 8.74 0.02 0.36 10.26 (27.94) 0.53 0.03 0.03 (14.86) (1.03) 4.23 0.11 10.64 0.20 (30.65) – – – –

` crores

Profit before Taxation

0.04 – 0.01 0.06 – – – – – – – – – – – – – 0.02 – – 1.58 (4.06) 0.00 0.07 3.84 (0.27) – 0.02 – 0.25 – 0.98 0.09 – 0.05 – – – – –

` crores 0.13 – 0.03 0.18 – – – – (42.28) (97.40) – – – – – – (0.83) 2.49 – – 4.74 12.81 0.01 0.29 6.42 (27.67) 0.53 0.01 2.34 (15.11) (1.03) 3.25 0.01 10.64 0.15 (30.65) – – – –

` crores

Provision for Profit after Taxation Taxation

– – – – – – – – – – – – – – – – – – – – – – – – 6.72 – – – – – – – – – – – – – – –

` crores

Proposed Dividend

100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 62.50 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00

% of shareholding

62 Directors' Report

152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191

Mistbury Investments Limited Montana Bausysteme AG Myriad Nederland B.V. Naantali Steel Service Centre OY Namascor B.V. Nationwide Steelstock Limited Norsk Stal Tynnplater AS Orb Electrical Steels Limited Ore Carriers Limited Oremco Inc. Plated Strip (International) Limited Precoat International Limited Precoat Limited Rafferty–Brown Steel Co Inc Of Conn. Round Oak Steelworks Limited Runblast Limited Runmega Limited S A B Profiel B.V. S A B Profil GmbH Seamless Tubes Limited Service Center Gelsenkirchen GmbH Service Centre Maastricht B.V. Skruv Erik AB Societe Europeenne De Galvanisation (Segal) Sa Staalverwerking en Handel B.V. Stainless Velsen–Noord BV Steel StockHoldings Limited Steelstock Limited Stewarts & Lloyds Of Ireland Limited Stewarts And Lloyds (Overseas) Limited Stocksbridge Works Cottage Trust Limited Surahammar Bruks AB Swinden Housing Association Limited Tata Steel Belgium Packaging Steels N.V. Tata Steel Belgium Services N.V. Tata Steel Denmark Byggsystemer A/S Tata Steel Europe Distribution BV Tata Steel Europe Metals Trading BV Tata Steel France Batiment et Systemes SAS Tata Steel France Holdings SAS

Sl. Name of the Company No.

– – – – – – December – – – – – – – – – – – – – – – – – – – – – – – December – – – – – – – – –

Reporting period for the subsidiary concerned, if different from the holding company’s reporting period GBP CHF EUR EUR EUR GBP NOK GBP GBP USD GBP GBP GBP USD GBP GBP GBP EUR EUR GBP EUR EUR SEK EUR EUR EUR GBP GBP EUR GBP GBP SEK GBP EUR EUR DKK EUR EUR EUR EUR

Reporting Currency

92.42 64.23 67.18 67.18 67.18 92.42 7.71 92.42 92.42 62.50 92.42 92.42 92.42 62.50 92.42 92.42 92.42 67.18 67.18 92.42 67.18 67.18 7.23 67.18 67.18 67.18 92.42 92.42 67.18 92.42 92.42 7.23 92.42 67.18 67.18 9.00 67.18 67.18 67.18 67.18

Exchange Rate

0.00 51.38 0.13 13.44 40.81 0.02 20.44 0.00 18.79 0.62 20.81 7.61 10.17 19.79 27.73 79.17 4.02 83.08 0.20 184.84 123.68 20.95 0.07 83.98 668.14 0.79 35.12 0.18 0.64 189.09 0.00 54.18 0.00 170.87 146.77 0.45 4.91 268.82 26.87 134.36

` crores

Share capital*

0.70 54.94 (1.63) 28.47 47.05 (10.50) 31.13 (0.00) 7.54 (8.17) (4.70) 64.03 (29.78) 5.97 (470.52) 401.75 – 453.54 107.28 (13.23) 419.67 (0.46) 1.97 88.68 135.98 (0.01) 7.22 – (2.20) 0.05 0.86 (33.21) 4.09 1.51 283.37 22.46 (27.26) (81.21) 15.96 814.07

` crores 12.98 220.05 0.14 60.73 91.52 – 145.67 0.00 26.39 0.59 16.22 92.13 5.90 29.92 1.10 480.91 4.02 597.70 127.34 171.60 810.58 503.89 2.06 252.96 1,652.29 0.98 42.58 71.01 – 189.14 0.90 157.86 6.22 220.80 767.36 31.68 6.68 434.92 177.88 1,246.21

` crores

Reserves & Surplus Total Assets

12.28 113.73 1.63 18.83 3.65 10.48 94.10 – 0.06 8.13 0.11 20.49 25.51 4.15 443.90 – – 61.08 19.85 – 267.23 483.40 0.01 80.30 848.18 0.20 0.25 70.83 1.56 – 0.04 136.89 2.13 48.43 337.22 8.77 29.02 247.31 135.05 297.77

` crores

Total Liabilities

12.28 – – – – – – – – – – 12.23 5.90 – – – – 169.01 – – 385.42 – – – 1,603.58 – – – – – – 7.23 – 0.57 – – – – 0.91 797.55

` crores

Total Investments

– 420.86 – – – – – – – – – – – – – – – 557.83 195.93 – 904.64 1,516.98 – 381.41 – – – – – – 0.56 267.55 0.39 106.16 – 59.75 – 522.56 368.94 –

` crores

Turnover

– 31.14 (0.79) – 32.78 – – – – (0.13) – – – (0.04) – – – 6.59 0.63 – (25.54) (35.80) 0.07 18.13 4.95 0.00 – – – – 0.07 (41.19) (0.16) 13.62 21.16 (3.45) 0.51 (73.13) (20.69) 0.15

` crores

Profit before Taxation

– 6.93 – – 0.26 – – – – 0.00 – – – – – – – (4.04) 1.69 – – (8.89) 0.01 6.28 (2.90) 0.00 – – – – – 1.74 (0.01) – 4.14 2.68 0.13 (18.28) – (14.21)

` crores – 24.21 (0.79) – 32.52 – – – – (0.13) – – – (0.04) – – – 10.63 (1.05) – (25.54) (26.91) 0.05 11.85 7.85 0.00 – – – – 0.07 (42.93) (0.14) 13.62 17.02 (6.13) 0.38 (54.85) (20.69) 14.37

` crores

Provision for Profit after Taxation Taxation

– 26.72 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 148.67 122.75 – – – – –

` crores

Proposed Dividend

100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00

% of shareholding

Hundred and eighth annual report 2014-15

Directors' Report 63

227 228

220 221 222 223 224 225 226

205 206 207 208 209 210 211 212 213 214 215 216 217 218 219

192 193 194 195 196 197 198 199 200 201 202 203 204

Tata Steel France Rail SAS Tata Steel Germany GmbH Tata Steel IJmuiden BV Tata Steel International (Americas) Holdings Inc Tata Steel International (Americas) Inc Tata Steel International (Benelux) BV Tata Steel International (Canada) Holdings Inc Tata Steel International (Czech Republic) S.R.O Tata Steel International (Denmark) A/S Tata Steel International (Finland) OY Tata Steel International (France) SAS Tata Steel International (Germany) GmbH Tata Steel International (South America) Representações LTDA Tata Steel International Hellas SA Tata Steel International (Italia) SRL Tata Steel International (Middle East) FZE Tata Steel International (Nigeria) Ltd. Tata Steel International (Poland) sp Zoo Tata Steel International (Schweiz) AG Tata Steel International (Sweden) AB Tata Steel International (India) Limited Tata Steel International Iberica SA Tata Steel Istanbul Metal Sanayi ve Ticaret AS Tata Steel Latvia Building Systems SIA Tata Steel Logistics and Shipping BV Tata Steel Maubeuge SAS Tata Steel Nederland BV Tata Steel Nederland Consulting & Technical Services BV Tata Steel Nederland Services BV Tata Steel Nederland Star–Frame BV Tata Steel Nederland Technology BV Tata Steel Nederland Tubes BV Tata Steel Netherlands Holdings B.V. Tata Steel Norway Byggsystemer A/S Tata Steel Speciality Service Centre Suzhou Co. Limited Tata Steel Sweden Byggsystem AB Tata Steel Speciality Service Centre Xian Co. Limited

Sl. Name of the Company No.

– –

– – – – – – –

– – – – – – – – – – – – – – –

– – – – – – – – – – – – –

Reporting period for the subsidiary concerned, if different from the holding company’s reporting period

SEK USD

EUR EUR EUR EUR EUR NOK USD

EUR EUR AED NGN PLZ CHF SEK INR EUR USD EUR EUR EUR EUR EUR

EUR EUR EUR USD USD EUR CAD CZK DKK EUR EUR EUR USD

Reporting Currency

7.23 62.50

67.18 67.18 67.18 67.18 67.18 7.71 62.50

67.18 67.18 17.02 0.31 16.43 64.23 7.23 1.00 67.18 62.50 67.18 67.18 67.18 67.18 67.18

67.18 67.18 67.18 62.50 62.50 67.18 48.98 2.43 9.00 67.18 67.18 67.18 62.50

Exchange Rate

0.72 4.95

2.86 3.02 0.12 322.47 34,155.61 0.94 3.44

0.40 0.34 78.05 – 14.46 0.64 0.07 27.82 1.01 72.04 0.57 0.15 247.33 2,691.36 60.46

333.13 687.00 755.80 5,085.47 281.90 0.12 0.05 0.29 0.82 0.85 1.34 5.84 1.36

` crores

Share capital*

7.96 (0.22)

371.35 (3.89) 408.68 (391.29) (34,435.66) 34.55 (1.52)

0.58 9.19 55.63 – (16.49) 3.46 7.91 8.94 22.05 (44.73) (0.67) 0.00 (603.75) 8,063.57 (53.15)

44.16 (198.93) 13,812.44 (4,549.15) 723.48 5.98 1.71 8.23 0.69 0.72 28.15 (5.59) (1.10)

` crores

64.48 27.86

595.61 0.04 524.67 622.37 39,779.28 59.11 42.86

1.58 16.21 214.99 – 7.13 5.43 11.88 41.80 28.24 218.65 0.11 0.15 545.06 17,866.47 69.42

1,463.32 1,336.44 21,368.20 1,767.85 1,890.12 8.88 1.86 9.44 3.74 2.66 34.71 90.01 0.28

` crores

Reserves & Surplus Total Assets

55.79 23.13

221.40 0.90 115.87 691.18 40,059.33 23.61 40.94

0.59 6.69 81.31 – 9.16 1.33 3.91 5.04 5.18 191.34 0.21 – 901.48 7,111.54 62.10

1,086.03 848.37 6,799.96 1,231.53 884.73 2.77 0.10 0.92 2.23 1.09 5.22 89.75 0.01

` crores

Total Liabilities

– –

– – 11.20 – 35,155.37 – 4.95

– – – – – – – – – – – – 7.25 10,662.98 65.92

– 916.05 412.14 276.06 – – – – – – – – –

` crores

Total Investments

139.06 28.73

14.62 – 22.86 1,248.82 – 151.07 66.49

– 15.55 80.79 – 5.76 4.00 14.74 4.25 24.08 376.26 0.61 – 1,970.79 – –

2,161.30 – 25,771.15 – 2,824.14 8.22 – 7.55 5.13 4.73 12.98 26.81 0.42

` crores

Turnover

(21.77) 0.14

56.56 0.00 (12.00) 7.26 (21,666.07) 3.48 (1.62)

– 4.71 7.86 – 1.91 1.74 4.17 (0.76) 11.02 (29.49) 0.07 – (17.20) 2,208.43 (1.38)

100.21 (12.98) 2,135.38 5.61 53.47 2.81 (0.06) 4.36 1.01 0.72 1.11 (1.45) 0.18

` crores

Profit before Taxation

(1.77) –

20.04 0.00 (8.11) 2.26 (341.05) 1.40 –

– 1.48 – – 0.39 0.40 0.89 (0.03) 3.25 – 0.04 – – 12.06 (0.35)

16.42 0.03 252.18 3.09 0.91 0.83 (0.01) 0.83 0.31 (0.05) 0.26 – 0.05

` crores

(20.00) 0.14

36.52 0.00 (3.90) 5.00 (21,325.01) 2.08 (1.62)

– 3.23 7.86 – 1.53 1.34 3.28 (0.73) 7.76 (29.49) 0.03 – (17.20) 2,196.38 (1.04)

83.79 (13.01) 1,883.20 2.52 52.56 1.98 (0.05) 3.53 0.69 0.77 0.85 (1.45) 0.13

` crores

Provision for Profit after Taxation Taxation

– –

– – – – – – –

– – – – – 0.06 – – – – – – – 1,746.73 –

– – 2,336.90 – – – – – 2.54 2.58 – – –

` crores

Proposed Dividend

100.00 100.00

100.00 100.00 100.00 100.00 100.00 100.00 100.00

100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00

100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00

% of shareholding

64 Directors' Report

266

235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265

229 230 231 232 233 234

Tata Steel UK Consulting Limited Tata Steel UK Holdings Limited Tata Steel UK Limited Tata Steel UK Rail Consultancy Limited Tata Steel USA Inc. The Newport And South Wales Tube Company Limited The Stanton Housing Company Limited The Steel Company Of Ireland Limited The Templeborough Rolling Mills Limited Thomas Processing Company Thomas Steel Strip Corp. Toronto Industrial Fabrications Limited Trierer Walzwerk GmbH Tulip UK Holdings (No.2) Limited Tulip UK Holdings (No.3) Limited Tuscaloosa Steel Corporation U.E.S. Bright Bar Limited UK Steel Enterprise Limited Ukse Fund Managers (General Partner) Limited Ukse Fund Managers Limited Unitol SAS Walker Manufacturing And Investments Limited Walkersteelstock Ireland Limited Walkersteelstock Limited Westwood Steel Services Limited Whitehead (Narrow Strip) Limited Tata Steel Global Minerals Holdings Pte Ltd. Al Rimal Mining LLC Black Ginger 461 (Proprietary) Ltd. Kalimati Coal Company Pty. Ltd. Sedibeng Iron Ore Pty. Ltd. Tata Steel Cote D’ Ivoire S.A Tata Steel Minerals UK Limited Tata Steel Minerals Canada Limited T S Canada Capital Ltd. Howse Minerals Ltd. Tata Steel International (Singapore) Holdings Pte. Ltd. TSIA Holdings (Thailand) Limited

Sl. Name of the Company No.

–

– – – – – – – – – – – – – – – – – – – – – – – – – – – – – – –

– – – – – –

Reporting period for the subsidiary concerned, if different from the holding company’s reporting period

THB

GBP EUR GBP USD USD GBP EUR GBP GBP USD GBP GBP GBP GBP EUR GBP EUR GBP GBP GBP USD OMR ZAR AUD ZAR FCFA CAD CAD USD CAD HKD

GBP GBP GBP GBP USD GBP

Reporting Currency

1.92

92.42 67.18 92.42 62.50 62.50 92.42 67.18 92.42 92.42 62.50 92.42 92.42 92.42 92.42 67.18 92.42 67.18 92.42 92.42 92.42 62.50 162.30 5.12 47.51 5.12 0.10 48.98 48.98 62.50 48.98 8.04

92.42 92.42 92.42 92.42 62.50 92.42

Exchange Rate

0.02

0.55 100.88 27.73 – 93.74 0.15 17.20 32,376.99 32,380.42 3,754.73 13.86 92.42 0.00 0.32 67.18 4.92 65.57 9.24 217.18 83.18 7,209.73 16.23 30.20 62.75 0.00 146.58 2,091.75 2,245.89 0.00 48.98 435.24

16.03 36,481.66 21,193.89 277.25 53.28 4.92

` crores

Share capital*

(0.10)

8.34 (86.51) 118.97 133.60 (391.82) (4.73) 1.12 (13,351.29) (13,247.22) (3,754.36) – 46.57 – 0.10 (180.59) 137.87 (62.29) – – 22.82 (2,533.88) 10.28 3.14 (245.40) 16.64 (81.81) (0.63) (292.69) 30.09 (8.75) (48.98)

(16.64) (12,688.29) (23,665.96) (173.09) 16.56 0.13

` crores

0.01

8.90 72.68 146.69 135.89 266.74 – 62.53 19,026.08 39,869.52 0.48 13.86 262.77 0.00 0.69 311.41 142.79 14.15 9.24 217.18 105.99 6,348.79 9.07 161.13 1.93 316.02 66.66 2,091.32 5,535.52 2,845.85 191.06 386.27

5.61 42,687.65 36,639.12 412.65 95.34 5.05

` crores

Reserves & Surplus Total Assets

0.09

– 58.31 – 2.30 564.82 4.58 44.21 0.38 20,736.32 0.11 – 123.77 – 0.26 424.82 – 10.87 – – – 1,672.94 (17.44) 127.78 184.59 299.38 1.89 0.19 3,582.32 2,815.76 150.83 –

6.22 18,894.29 39,111.19 308.48 25.50 –

` crores

Total Liabilities

0.00

– – – – 23.72 – – 19,026.08 25,086.57 – – 9.49 – 0.00 0.26 9.98 11.65 0.18 – – 676.18 – 38.06 – – – 2,091.31 53.84 – – 386.27

– 20,830.73 6,582.99 – 31.76 0.00

` crores

Total Investments

` crores

–

0.07

– – 51.50 (2.30) – – 24.56 (0.74) 647.51 41.38 – – 84.81 (6.22) – (12,864.53) – (11,724.96) – (0.09) – – 27.52 (1.42) – – – – 1,089.94 (46.29) – – – (100.88) – – – – – – – (2,757.48) – (0.05) 8.75 (4.07) 55.20 (1.80) 255.66 (63.29) – (14.94) – (0.02) – (45.30) – 1.98 – (6.02) – –

10.98 0.11 – (10,072.34) 38,841.10 (6,583.86) 212.63 1.88 – 0.62 – (0.00)

` crores

Turnover

Profit before Taxation

` crores

–

0.07

– – – (2.30) – – – (0.74) 0.26 41.12 – – 0.25 (6.47) – (12,864.53) – (11,724.96) – (0.09) – – – (1.42) – – – – – (46.29) – – – (100.88) – – – – – – 22.43 (2,779.90) – (0.05) – (4.07) – (1.80) (17.72) (45.57) – (14.94) – (0.02) – (45.30) 1.09 0.89 – (6.02) – –

– 0.11 – (10,072.34) 9.85 (6,593.71) – 1.88 0.31 0.31 – (0.00)

` crores

Provision for Profit after Taxation Taxation

–

– – – – – – – – – – – – – – – – – – – – – – – – – – – – – – –

– – – – – –

` crores

Proposed Dividend

100.00

100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 70.00 100.00 100.00 64.00 85.00 100.00 80.00 100.00 100.00 100.00

100.00 100.00 100.00 100.00 100.00 100.00

% of shareholding

Hundred and eighth annual report 2014-15

Directors' Report 65

BS Quest Trustee Limited

5

NatSteel Australia Pty. Ltd.

3

British Steel Employee Share Ownership Trustees Ltd.

Bestbar (Vic) Pte. Ltd.

2

4

Best Bar Pty. Ltd.

1

Name of the subsidiaries which have been liquidated or sold during the year

Longs Steel UK Ltd.

2

2.90 (0.21) 27.00 566.76 812.91 (677.64) 42.70 180.33 1,379.02 2,773.02 (2.54) 389.81 (193.32) 130.62 55.76 (3.18) 108.86 18.07 40.80 35.18 444.16

Scrap Processing Holding B.V. Tata Steel International (Australasia) Limited Tata Steel Nederland Perfo BV Lanka Special Steels Ltd. Tata Steel International (Malaysia) Sdn. Bhd.

13 14 15 16

* Includes Share application money pending allotment

Myriad Espana Sl

12

Corus Trico Holdings Inc.

10

9.09 0.33 38.43 617.19 2,967.78 1,314.42 571.61 295.15 17,770.10 8,506.53 0.05 744.20 277.73 314.80 61.73 6.81 150.99 41.94 99.94 59.74 870.85

` crores

11

Corus Sheet & Tube Inc.

9

Corus Packaging Plus Norway AS

Corus Coatings USA Inc.

8

Tata Steel International (Nigeria) Ltd.

4.92 0.39 7.73 0.00 1,617.27 888.75 336.07 23.04 622.67 0.00 2.55 68.25 245.26 18.00 0.47 6.89 0.34 1.80 57.69 0.75 104.80

1

10.08 1.92 45.47 8.04 1.92 1.92 1.92 1.92 62.50 92.42 1.00 1.00 1.00 1.00 17.02 10.08 67.18 1.00 1.00 1.00 1.00

` crores

Reserves & Surplus Total Assets

Corus Building Systems N.V.

CNY THB SGD HKD THB THB THB THB USD GBP INR INR INR INR AED CNY EUR INR INR INR INR

` crores

Share capital*

7

– – – – – – – – – – – – – – – – – – – – –

Exchange Rate

6

Tata Steel International (Shanghai) Ltd. Tata Steel International (Thailand) Limited Tata Steel International (Singapore) Pte. Ltd. Tata Steel International (Asia) Limited Tata Steel (Thailand) Public Company Ltd. N.T.S Steel Group Plc. The Siam Construction Steel Co. Ltd. The Siam Iron And Steel (2001) Co. Ltd. Tata Steel Global Procurement Company Pte. Ltd. ProCo Issuer Pte. Ltd. Tata Steel Odisha Limited Tata Steel Processing and Distribution Limited Tayo Rolls Limited TM International Logistics Limited International Shipping and Logistics FZE TKM Global China Ltd. TKM Global GmbH TKM Global Logistics Limited TM Harbour Services Private Limited Tata Pigments Limited The Tinplate Company of India Limited

Reporting Currency

Name of the subsidiaries which are yet to commence operations

267 268 269 270 271 272 273 274 275 276 277 278 279 280 281 282 283 284 285 286 287

Sl. Name of the Company No.

Reporting period for the subsidiary concerned, if different from the holding company’s reporting period 1.27 0.15 3.70 50.43 537.60 1,103.31 192.84 91.78 15,768.41 5,733.50 0.04 286.14 225.80 166.18 5.51 3.11 41.78 22.07 1.45 23.81 321.89

` crores

Total Liabilities

– – 8.18 3.89 – – 0.00 – 0.00 – – 2.00 0.00 102.50 5.89 – 49.61 5.49 14.68 3.98 0.23

` crores

Total Investments

4.68 – 40.07 658.53 86.63 5,162.35 1,640.96 888.98 19,789.92 992.32 – 2,044.68 142.41 254.58 112.53 20.05 44.71 92.57 27.81 93.42 934.99

` crores

Turnover

0.37 (0.57) (11.09) 29.02 2.73 (64.91) 26.58 (16.58) 498.06 643.04 (0.01) 40.73 (67.62) 43.01 (0.72) (0.28) 11.67 0.96 7.56 5.56 67.82

` crores

Profit before Taxation

0.09 – – 4.68 (0.26) 38.36 5.32 (0.39) 66.14 36.96 – 15.29 – 14.38 0.18 – 4.06 0.01 0.29 1.85 23.23

` crores 0.28 (0.57) (11.09) 24.34 2.99 (103.27) 21.26 (16.18) 431.92 606.08 (0.01) 25.44 (67.62) 28.63 (0.89) (0.28) 7.61 0.95 7.27 3.71 44.60

` crores

Provision for Profit after Taxation Taxation

– – – – – – – – – – – 6.83 – 4.50 – – – – – 0.45 20.68

` crores

Proposed Dividend

100.00 100.00 100.00 100.00 67.90 99.76 99.99 99.99 100.00 100.00 100.00 100.00 54.45 51.00 100.00 100.00 100.00 100.00 100.00 100.00 74.96

% of shareholding

66 Directors' Report 31st December 31st December 31st December 31st December 31st December 31st December 31st December 31st March 30th June

Industrial Rail Services IJmond B.V.#

Laura Metaal Holding B.V.#

Norsk Stal AS#

Ravenscraig Limited#

Redcar Bulk Terminal Limited#

Tata Elastron Steel Service Center SA#

Tata Steel Ticaret AS#

Texturing Technology Limited#

Minas De Benga (Mauritius) Limited#

Associates

Industrial Energy Limited

Jamipol Limited

Kalinga Aquatics Ltd.

Kumardhubi Fireclay & Silica Works Limited

Kumardhubi Metal Casting & Engineering Limited

Nicco Jubilee Park Limited

Rujuvalika Investments Limited

Strategic Energy Technology Systems Private Limited

15

16

17

18

19

20

21

22

23

B.

1

2

3

4

5

6

7

8

31st March

31st March

31st March

31st March

31st March 31st December

Danieli Corus Technical Services B.V.#

Fabsec Limited#

31st December

Corus Kalpinis Simos Cladding Industry SA#

12

13

EURO

31st December

Caparo Merchant Bar Plc#

11

14

GBP

31st December

Bsr Pipeline Services Limited#

10

INR

INR

INR

INR

INR

INR

INR

INR

USD

GBP

TRL

EURO

GBP

GBP

NOK

EURO

EURO

GBP

EURO

GBP

24,709,500

457,967

380,000

1,070,000

150,001

1,049,920

4,475,250

163,488,000

271,343,558

1,000,000

80,000

500,000

13,251,359

100

31,750

2,744

50

250

20,875

116,750

616,667

50,000

50,000

640,000

30th September

GBP

GBP

31st December

433,000,000

Air Products Llanwern Limited#

INR

9

7

31st March

31st March

4,000,000 12,941,400

Afon Tinplate Company Limited#

Tata NYK Shipping Pte Ltd.

6

INR

INR

8

Tata BlueScope Steel Limited

5

31st March

31st March

3,619,945

46,099,937

1.00

S & T Mining Company Private Limited

4

INR

INR

HKD

mjunction services limited

3

31st March

31st March

TVSC Construction Steel Solutions Limited#

Himalaya Steel Mills Services Private Limited

2

No. of shares held by the company in associate/ joint venture on the year end

61,747,500

Bhubaneshwar Power Private Limited

1

Reporting currency

USD

Joint Venture

A.

Name of the Entity

Latest audited balance sheet date

24.71

3.25

1.05

4.48

163.49

2,204.47

9.24

0.19

33.59

122.47

0.00

24.49

8.37

0.06

0.00

49.85

23.02

20.05

0.46

0.46

5.91

0.00

328.86

433.00

12.94

4.00

3.62

46.10

25.00

34.46

23.46

49.31

27.78

30.00

39.78

26.00

35.00

50.00

50.00

50.00

50.00

33.33

50.00

49.00

50.00

25.00

50.00

50.00

25.00

50.00

50.00

64.00

50.00

50.00

50.00

50.00

50.00

26.00

26.00

1

1

1

1

1

1

1

1

1

2

2

2

2

2

2

2

2

2

2

2

2

2

2

2

1

1

1

1

1

1

1

Amount of Investment in Extent of associate/joint holding Influence venture (%) ` crores

–

–

*

Dormant

Dormant

Dormant

–

–

–

–

–

–

–

–

–

–

–

*

–

–

–

–

–

–

Yet to Commence operation

–

–

–

–

–

–

Reason why the associate/joint venture is not consolidated

Part 'B' – Joint Ventures and Associates

–

–

– 0.86

–

–

–

–

10.40

2.39

(1,780.03)

0.13

3.08

(3.24)

(36.86)

(3.37)

(3.22)

14.93

0.12

–

16.74

6.21

(6.71)

8.68

1.83

2.12

–

(38.07)

(24.00)

(2.13)

14.93

(0.41)

(0.48)

–

1.63

–

–

–

–

15.75

6.81

(3,305.78)

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

(38.07)

(24.00)

(2.13)

14.93

(1.60)

(1.37)

Considered in Not considered consolidation in consolidation ` crores ` crores

Share of profit/loss for the year

29.50

–

–

–

113.11

763.94

(922.27)

(4.75)

11.25

12.74

124.40

(30.47)

63.83

121.12

–

–

170.03

15.89

36.78

15.07

8.37

34.84

–

92.76

281.59

8.19

159.73

9.24

174.84

Net worth attributable to shareholding as per latest balance sheet ` crores

Hundred and eighth annual report 2014-15

Directors' Report 67

INR MYR EURO GBP EURO EURO

31st December 31st December 31st December 31st December 31st March

Malusha Travels Pvt Ltd.

Mohar Export Services Pvt. Ltd.

European Profiles (M) Sdn. Bhd.#

Albi Profils SRL#

Appleby Frodingham Cottage Trust Limited#

12

13

14

15

16

31st December 31st December

Hoogovens Gan Multimedia S.A. De C.V.#

ISSB Limited#

Wupperman Staal Nederland B.V.#

New Millennium Iron Corp.#

Metal Corporation of India Limited#

Medica TS Hospital Pvt. Ltd.

19

20

21

22

23

24

INR

INR

CAD

EURO

GBP

MEX PESO

INR

INR

2,60,000

47,402,908

2,400

500

25,000

–

50

3

1,800

700,000

3,352

3,352

3,773,014

5,563,864

1,230,025

0.26

320.75

67.78

–

0.01

10.69

10.47

–

0.61

1.18

0.00

0.00

5.82

70.24

26.00

42.05

26.18

30.00

50.00

50.00

50.00

50.00

33.30

30.00

20.00

33.23

33.23

34.29

26.62

27.19

1

1

1

2

2

2

2

2

2

2

3

1

1

1

1

1

Amount of Investment in Extent of associate/joint holding Influence (%) venture ` crores

*

*

–

–

*

*

–

–

*

*

*

*

*

–

–

Dormant

Reason why the associate/joint venture is not consolidated

–

–

–

93.20

9.26

–

18.91

16.65

1.05

5.96

–

–

–

62.14

–

–

(13.08)

8.27

–

–

2.51

2.39

–

–

–

–

–

1.77

– 1.19

–

Mumbai, 20 May, 2015

n. venkatram Partner

In terms of our report attached For DELOITTE HASKINS & SELLS LLP Chartered Accountants,

Names of associates or joint ventures which are yet to commence operations 1 TVSC Construction Steel Solutions Limited 2 Bhubaneshwar Power Private Limited

PARVATHEESAM K Company Secretary

For and on behalf of the Board CYRUS P. MISTRY NUSLI N. WADIA ISHAAT HUSSAIN subodh bhargava jacobus schraven mallika srinivasan o. p. bhatt ANDREW ROBB karl-ulrich koehler KOUSHIK CHATTERJEE t. v. narendran

Names of associates or joint ventures which have been liquidated or sold during the year 1 The Dhamra Port Company Limited 2 Cv Gasexpansie Ijmond 3 Trico LLC 4 Weirton/Hoogovens GP

}

Group Executive Director (Finance & Corporate) Managing Director

Directors

Chairman

–

–

–

–

–

–

–

–

–

–

1.50

–

–

3.40

3.28

–

Considered in Not considered consolidation in consolidation ` crores ` crores

Share of profit/loss for the year

270.70

Net worth attributable to shareholding as per latest balance sheet ` crores

Note: 1 - Controls more than 20% of the total share capital; 2 - Controls more than 20% of the total share capital and has significant influence over operational and financial decision making; 3 - Insignificant influence on the financial and operating policy decisions # Holding in equity is indirectly held by the subsidiaries. * The operations of the companies are not significant and hence are immaterial for consolidation.

30th June

GietWalsOnderhoudCombinatie B.V.#

Hoogovens Court Roll Service Technologies Vof#

17

18

31st December

TRF Limited

11

INR

INR

TRL Krosaki Refractories Limited

31st March

Tata Construction & Projects Ltd.

10

No. of shares held by the Reporting company in associate/ currency joint venture on the year end

9

Name of the Entity

Latest audited balance sheet date

Hundred and eighth annual report 2014-15

Annexure 6 – Companies that have become/ceased to be Company’s Subsidiaries, Joint Ventures or Associate Companies The names of companies which have become subsidiaries, joint ventures or associate companies during the year:

Sl. Subsidiary/JV/ Name of the Company No. Associate

Sl. Subsidiary/JV/ Name of the Company No. Associate

12. Corus Sheet & Tube Inc.

Subsidiary

13. Corus Trico Holdings Inc.

Subsidiary

1. Halmstad Steel Service Centre AB

Subsidiary

2. Longs Steel UK Limited

Subsidiary

14. Immobilliere De Construction De Maubeuge Et Louvroil SAS

Subsidiary

3. Naantali Steel Service Centre OY

Subsidiary

15. Myriad Deutschland GmbH

Subsidiary

4. Norsk Stal Tynnplater AS

Subsidiary

16. Myriad Espana Sl

Subsidiary

17. Scrap Processing Holding B.V.

Subsidiary

18. Tata Steel International (Australasia) Limited

Subsidiary

19. Tata Steel Nederland Investment BV

Subsidiary

20. Tata Steel Nederland Perfo BV

Subsidiary

21. Tata Steel International (Malaysia) Sdn. Bhd.

Subsidiary

5. Medica TS Hospital Pvt. Ltd. 6. TVSC Construction Steel Solutions Limited

Associate Joint Venture

The names of companies which have ceased to be subsidiaries, joint ventures or associate companies during the year: Sl. Subsidiary/JV/ Name of the Company No. Associate 1. Lanka Special Steels Ltd.

Subsidiary

2. Best Bar Pty. Ltd.

Subsidiary

3. Bestbar (Vic) Pty. Ltd.

Subsidiary

4. Easteel Construction Services Pte. Ltd.

Subsidiary

5. NatSteel Australia Pty. Ltd.

Subsidiary

6. British Steel Employee Share Ownership Trustees Ltd.

Subsidiary

7. Bs Quest Trustee Limited

Subsidiary

8. Burgdorfer Grundstuecks GmbH

Subsidiary

9. Corus Building Systems N.V.

Subsidiary

10. Corus Coatings Usa Inc.

Subsidiary

11. Corus Packaging Plus Norway AS

Subsidiary

68 Directors' Report

22. The Dhamra Port Company Limited

Joint Venture

23. Norsk Stal Tynnplater AS

Joint Venture

24. Cv Gasexpansie Ijmond

Associate

25. Galvpro LP.

Associate

26. Trico LLC

Associate

27. Weirton/Hoogovens GP

Associate

On behalf of the Board of Directors

Cyrus P. Mistry Chairman Mumbai 20 May, 2015

Annexure 7 – Form No. MR-3 Secretarial Audit Report for the Financial Year Ended 31 March, 2015 [Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, Tata Steel Limited We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tata Steel Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of Tata Steel Limited’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31 March, 2015 generally complied with the statutory provisions listed here under and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by Tata Steel Limited for the financial year ended on 31 March, 2015 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contract (Regulation) Act, 1956 (SCRA) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act)

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

e) The other regulations of the Securities and Exchange Board of India as may be applicable to the Company.

(vi) Other laws applicable to the Company as per the representations made by the Company. We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards with respect to Board and general meetings of The Institute of Company Secretaries of India which are not in force as on the date of this report.

(ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited.

During the period under review and as per the explanations and representations made by the management and subject to clarifications given to us, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, etc., mentioned above, except non-filing of Form MGT-14 in respect of Board Resolution dated 11 April, 2014, with respect to investment in equity capital of a joint venture company and late transfer of unclaimed Rights Issue application money to IEPF. We further report that The Board of Directors of the Company is duly constituted with proper balance of EDs, NEDs and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice was given to all Directors at least seven days in advance to schedule the Board Meetings. Agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Decisions at the Board Meetings, as represented by the management, were taken unanimously. We further report that as represented by the Company and relied upon by us there are adequate systems and processes in the Company commensurate with the size and operations of the

Directors' Report 69

Hundred and eighth annual report 2014-15 Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period the Company had following events which had bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines etc.: 1. Amalgamation of Kalimati Investment Company Limited (a wholly owned subsidiary company of Tata Steel Limited) with Tata Steel Limited in May 2014. 2. Redemption of Foreign Currency Convertible Bonds of the value US$ 546.935 million, in November 2014.

3. One-third redemption of 12.50% Non-Convertible Debentures of face value ₹ 10 lakhs each, aggregating to ₹ 1,250 crores, in November 2014.

For Parikh & Associates Company Secretaries

Signature:

P. N. Parikh Partner

FCS No: 327 CP No: 1228

Place: Mumbai Date: 20 May, 2015 This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report.

‘Annexure A’ To, The Members Tata Steel Limited Our report of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Parikh & Associates Company Secretaries

Signature:

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

P. N. Parikh Partner

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

FCS No: 327 CP No: 1228

70 Directors' Report

Place: Mumbai Date: 20 May, 2015

Directors' Report 71

26 August, 1907 Tata Steel Limited Public listed company having share capital Bombay House, 24 Homi Mody Street, Fort, Mumbai-400 001

Registration Date

Name of the Company

Category/Sub-category of the Company

Address of the Registered office and contact details

Phone No. 022-6656 8484, Fax No. 022-6656 8494

Name and Description of main products

Manufacturing of steel and steel products

Sr. No.

1

330

NIC Code of the Products

All the business activities contributing 10% or more of the total turnover of the Company shall be stated.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

TSR Darashaw Limited

Name, Address and Contact details of Registrar and Transfer Agent, if any

92%

% to total turnover of the Company

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

Yes

Whether listed company – Yes/No

Phone No. 022-6665 8282, Fax No. 022-6665 7724

L27100MH1907PLC000260

CIN

I. REGISTRATION AND OTHER DETAILS

Form No. MGT 9

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

As on 31 March, 2015

Annexure 8 – Extract of Annual Return

72 Directors' Report

Jamshedpur Utilities & Services Company Limited Sakchi Boulevard Road, Northerntown, Bistupur, Jamshedpur-831 001

Haldia Water Management Limited Shakti Palace, Plot No 492 (Old) & 784 (New), 2nd Floor, Mouza, Khanjanchak Haldia-721 602, West Bengal Naba Diganta Water Management Limited Gn 11-19, Sector-V, Salt Lake, Kolkata-700 091 Sez Adityapur Limited Sakchi Boulevard Road, Northern Town, Jamshedpur-831 005 NatSteel Asia Pte. Ltd. 22 Tanjong Kling Road, Singapore 628048 Tata Steel Asia (Hong Kong) Ltd. Room 807, 8/F, Tower 1, Enterprise Square 1, No. 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong Tata Steel Resources Australia Pty. Ltd. Level 1, Comalco Place, 12 Creek Street, Brisbane Qld 4000, Australia T M Mining Company Limited Tata Centre, 43 Jawaharlal Nehru Road, Kolkata-700 071 T S Alloys Limited N-3/24, Irc Village, Nayapalli, Bhubaneswar-751 015 (Odisha) Tata Incorporated C/O Kelley Drye & Warren Llp, 101 Park Ave, New York, Ny 10178 Tata Korf Engineering Services Ltd. Tandem Apartment, 3rd Floor, Flat No.14, 52E, Ballygunge, Circular Road, Kolkata-700 019

8

17

16

15

14

13

12

11

10

9

U74210WB1985PLC039675

–

U27109OR2004PLC009683

U13100WB2010PLC156401

–

–

–

U45200JH2006PLC012633

U93010WB2008PLC121573

U74140WB2008PLC126534

U45200JH2003PLC010315

U27310WB2011PTC160845

U27106WB1935PLC008447

U45201OR2006PLC008971

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

–

7

6

5

4

3

Adityapur Toll Bridge Company Limited Aiada Vikash Bhawan, Adityapur, Jamshedpur-831 013 Bangla Steel & Mining Co. Ltd. Star Centre, H- Se(C) 2a, Road-138, Gulshan-1, Post/Zip Code- 1212, Dhaka, Bangladesh Tata Steel Special Economic Zone Limited 2-B Fortune Towers, Chandrasekharpur, Bhubaneswar-751 023 Indian Steel & Wire Products Ltd. 7 Red Cross Place, Kolkata-700 001 Jamshedpur Continuous Annealing and Processing Company Private Limited Tata Centre, 43, Jawaharlal Nehru Road, Kolkata-700 071

2

Subsidiary

–

Abja Investment Co. Pte Ltd. 22 Tanjong Kling Road, Singapore 628048

1

Holding/ subsidiary/ associate Subsidiary

U45201JH1996PLC007124

CIN/GLN

Sl. Name and address of the Company No.

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

100.00

100.00

100.00

74.00

100.00

100.00

100.00

51.00

74.00

60.00

100.00

51.00

95.01

100.00

100.00

73.63

% of shares held 100.00

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

Applicable Section

Hundred and eighth annual report 2014-15

Directors' Report 73

NatSteel Asia (S) Pte. Ltd. 22 Tanjong Kling Road, Singapore 628048 NatSteel Equity IV Pte. Ltd. 22 Tanjong Kling Road, Singapore 628048 NatSteel Recycling Pte Ltd. 22 Tanjong Kling Road, Singapore 628048 NatSteel Trade International (Shanghai) Company Ltd. Room No. 328, No. 500 Bingke Road, Wai Gaoqiao Free Trade Zone, Pudong, Shanghai, People's Republic of China

33

36

35

34

32

31

30

29

28

27

26

25

24

23

22

21

20

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

U40109OR2012PLC016232

L27102OR1982PLC001091

U27101WB2007PLC119673

L27310WB1990PLC050000

Tata Metaliks Ltd. Tata Centre, 10th Floor, 43, J L Nehru Road, Kolkata-700 071 Tata Metaliks DI Pipes Limited Tata Centre, 10th Floor, 43, J L Nehru Road, Kolkata-700 071 Tata Sponge Iron Limited P.O. Joda, Dist- Keonjhar, Odisha-758 034 Tsil Energy Limited Tata Sponge Administrative Building, Bileipada, P.O. Baneikala, Odisha-758 038 Tata Steel (Kzn) (Pty) Ltd. 22 Bronze Bar Road, Alton North, Richards Bay-3900, South Africa Tata Steel Holdings Pte. Ltd. 22 Tanjong Kling Road, Singapore 628048 Tata Steel Global Holdings Pte. Ltd. 22 Tanjong Kling Road, Singapore 628048 Orchid Netherlands (No.1) B.V. Wenckebachstraat 1, 1951 Jz, Velsen-Noord, Netherlands NatSteel Holdings Pte. Ltd. 22 Tanjong Kling Road, Singapore 628048 Burwill Trading Pte. Ltd. 22 Tanjong Kling Road, Singapore 628048 Easteel Services (M) Sdn. Bhd. Suite 6.1a, Level 6, Menara Pelangi, Jalan Kuning, Taman Pelangi, 80400 Johor Bahru, Johor, Malaysia Eastern Steel Fabricators Philippines, Inc. 212 Barrio Bagbaguin, Meycauayan, Bulacan, Philippines Eastern Steel Services Pte. Ltd. 22 Tanjong Kling Road, Singapore 628048 Eastern Wire Pte. Ltd. 22 Tanjong Kling Road, Singapore 628048 NatSteel (Xiamen) Ltd. No. 19, Jiangang Road, Haicang South Industrial District, Xiamen, Fujian Province, People's Republic of China, Postcode 361026

18

19

CIN/GLN

Sl. Name and address of the Company No.

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Holding/ subsidiary/ associate Subsidiary

100.00

100.00

100.00

100.00

100.00

100.00

100.00

67.00

100.00

100.00

100.00

100.00

100.00

100.00

90.00

100.00

54.50

100.00

% of shares held 50.09

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

Applicable Section

74 Directors' Report

55

54

53

52

51

50

49

48

47

46

45

44

43

42

41

40

39

38

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

37

NatSteel Trade International Pte. Ltd. 22, Tanjong Kling Road, Singapore 628048 NatSteel Vina Co. Ltd. Luu Xa, Cam Gia Ward, Thai Nguyen City, Thai Nguyen Province, Vietnam The Siam Industrial Wire Company Ltd. 14th Floor, Rasa Tower, 555 Phaholyothin Road, Kwaeng Chatuchak, Khet Chatuchak, Bangkok 10900 Thailand Tsn Wires Co., Ltd. 14th Floor, Rasa Tower, 555 Phaholyothin Road, Kwaeng Chatuchak, Khet Chatuchak, Bangkok 10900 Thailand Tata Steel Europe Limited 30 Millbank, London, Sw1p 4wy Almana Steel Dubai (Jersey) Limited 26 New Street St. Helier Jersey JE2 3RA Apollo Metals Limited 14th Avenue, Bethlehem, 18018-0045, USA Ashorne Hill Management College Ashorne Hill, Near Leamington Spa, Warks, CV33 9QW Augusta Grundstucks GmbH Am Trippelsberg 48, Dusseldorf 40589, Germany Automotive Laser Technologies Limited 30 Millbank, London, SW1P 4WY B S Pension Fund Trustee Limited 17th Floor, 125, Old Broad Street, London, EC2 N1AR Beheermaatschappij Industriele Produkten B.V. Wenckebachstraat 1, 1970 CA Velsen-Noord, Netherlands Belfin Beheermaatschappij B.V. Wenckebachstraat 1, 1970 CA Velsen-Noord, Netherlands Bell & Harwood Limited 30 Millbank, London, SW1P 4WY Blastmega Limited 30 Millbank, London, SW1P 4WY Blume Stahlservice GmbH Umschlag 10, Mulheim 45478, Germany Blume Stahlservice Polska Sp. Z.O.O Ul.Grota Roweckiego, 41-214 Sosnowiec, Poland Bore Samson Group Limited 30 Millbank, London, SW1P 4WY Bore Steel Limited 30 Millbank, London, SW1P 4WY

CIN/GLN

Sl. Name and address of the Company No.

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Holding/ subsidiary/ associate Subsidiary

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

2(87)(ii)

Applicable Section

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00

60.00

100.00

56.50

% of shares held 100.00

Hundred and eighth annual report 2014-15

Directors' Report 75

74

73

72

71

70

69

68

67

66

65

64

63

62

61

60

59

58

57

British Steel Directors (Nominees) Limited 30 Millbank, London, SW1P 4WY British Steel Engineering Steels (Exports) Limited 30 Millbank, London, SW1P 4WY British Steel Nederland International B.V. Wenckebachstraat 1, 1970 CA Velsen-Noord, Netherlands British Steel Samson Limited 30 Millbank, London, SW1P 4WY British Steel Service Centres Limited 30 Millbank, London, SW1P 4WY British Tubes Stockholding Limited 30 Millbank, London, SW1P 4WY C V Benine Schenkkade 65, 2595 AS Den Haag, Netherlands C Walker & Sons Limited 30 Millbank, London, SW1P 4WY Catnic GmbH Am Leitzenbach 16, 74889 Sinsheim, Germany Catnic Limited 30 Millbank, London, SW1P 4WY CBS Investissem*nts SAS Rue Geo Lufbery, Chauny 02300, France Cladding & Decking (UK) Limited 30 Millbank, London, SW1P 4WY Cogent Power Inc. 845 Laurentian Drive, Burlington, Ontario, Canada L7N 3W7 Cogent Power SA DE CV Era 102, Real de Anáhuac, 66600 Ciudad Apodaca, Nuevo León, Mexico Cogent Power Inc. c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, New Castle County, USA Cogent Power Limited Orb Works, Stephenson Street, Newport, Gwent, NP19 0RB –

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

56

British Guide Rails Limited 30 Millbank, London, SW1P 4WY British Steel Corporation Limited 30 Millbank, London, SW1P 4WY British Steel De Mexico S.A. de C.V. Wilmington Trust Sp Services Inc. 1105 North Market Place, Wilmington, De 19899, Usa

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Holding/ subsidiary/ associate Subsidiary

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

76.92 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

% of Applicable shares Section held 100.00 2(87)(ii)

76 Directors' Report

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75

Color Steels Limited 30 Millbank, London, SW1P 4WY Corbeil Les Rives SCI Rue Decauville, Corbeil Essonnes 91100, France Corby (Northants) & District Water Co. C/o TSUK, PO Box 101, Weldon Road, Corby, Northamptonshire, NN17 5UA Cordor (C& B) Limited 30 Millbank, London, SW1P 4WY Corus Aluminium Verwaltungsgesellschaft Mbh Am Trippelsberg 48, Dusseldorf 40589, Germany Corus Beteiligungs GmbH Am Trippelsberg 48, Dusseldorf 40589, Germany Corus Building Systems Bulgaria AD 1, Grivishkoshose, Pleven 5800, Bulgaria Corus Building Systems SAS 14, Avenue de Saria, Serris 77700, France Corus CNBV Investments 30 Millbank, London, SW1P 4WY Corus Cold drawn Tubes Limited 30 Millbank, London, SW1P 4WY Corus Engineering Steels (UK) Limited 30 Millbank, London, SW1P 4WY Corus Engineering Steels Holdings Limited 30 Millbank, London, SW1P 4WY Corus Engineering Steels Limited 30 Millbank, London, SW1P 4WY Corus Engineering Steels Overseas Holdings Limited 30 Millbank, London, SW1P 4WY Corus Engineering Steels Pension Scheme Trustee Limited 30 Millbank, London, SW1P 4WY Corus Group Limited 30 Millbank, London, SW1P 4WY Corus Holdings Limited 15 Atholl Crescent, Edinburgh, EH3 8HA Corus International (Overseas Holdings) Limited 30 Millbank, London, SW1P 4WY Corus International Limited 30 Millbank, London, SW1P 4WY Corus International Romania SRL. Bucaresti, Sector 1, Calea Floreasca, Nr. 169A, Corp A, Etaj 4, Birou 2038, Romania

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100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

65.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

67.30 2(87)(ii)

% of Applicable shares Section held 100.00 2(87)(ii)

Hundred and eighth annual report 2014-15

Directors' Report 77

Corus Large Diameter Pipes Limited 30 Millbank, London, SW1P 4WY Corus Liaison Services (India) Limited 30 Millbank, London, SW1P 4WY Corus Management Limited 30 Millbank, London, SW1P 4WY Corus Primary Aluminium B.V. Wenckebachstraat 1, 1970 CA Velsen-Noord, Netherlands Corus Properties (Germany) Limited 30 Millbank, London, SW1P 4WY Corus Property 30 Millbank, London, SW1P 4WY Corus Republic Of Ireland Subsidiaries Pension Scheme Trustee Limited Lesson Court, 88 Lower Lesson Street, Dublin 2, Republic of Ireland Corus Service Centre Limited 30 Millbank, London, SW1P 4WY Corus Steel Service STP LLC 34, Letter A, 9-th line, V.O., Saint Petersburg, 199004, Business centre 'Magnus', Saint Petersburg Corus Tubes Poland Spolka Z.O.O Ul. Grabiszynska, Wroclaw 43-234, Poland Corus UK Healthcare Trustee Limited 30 Millbank, London, SW1P 4WY Corus Ukraine LLC Office 16, Building 11/23B, Chekhivskiy Provulok/Vorovskogo Street, 01054 Kiev, Ukraine CPN (85) Limited 30 Millbank, London, SW1P 4WY Crucible Insurance Company Limited 35/37, Athol Street, Douglas, Isle of Man Degels GmbH Am Trippelsberg 48, Dusseldorf 40589, Germany Demka B.V. Wenckebachstraat 1, 1970 CA Velsen-Noord, Netherlands DSRM Group Plc. 30 Millbank, London, SW1P 4WY

97

113

112

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Corus Investments Limited 30 Millbank, London, SW1P 4WY Corus Ireland Limited KPMG, 1 Stokes Place, St Stephens Green, Dublin 2, Ireland

95

96

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100.00 2(87)(ii)

100.00 2(87)(ii)

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100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

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% of Applicable shares Section held 100.00 2(87)(ii)

78 Directors' Report

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114

Eric Olsson & Soner Forvaltnings AB Sliparegatan 5, 302 60 Halmstad, Sweden Esmil B.V. Wenckebachstraat 1, 1970 CA Velsen-Noord, Netherlands Europressings Limited 30 Millbank, London, SW1P 4WY Firsteel Group Limited 30 Millbank, London, SW1P 4WY Firsteel Holdings Limited 30 Millbank, London, SW1P 4WY Firsteel Strip Mill Products Limited 30 Millbank, London, SW1P 4WY Fischer Profil GmbH Waldstrasse 67, 57250 Netphen, Germany Gamble Simms Metals Limited Tata Steel Service Centre, Steel House, Bluebell Industrial Estate, Bluebell Avenue, Dublin 12 Grant Lyon Eagre Limited 30 Millbank, London, SW1P 4WY H E Samson Limited 30 Millbank, London, SW1P 4WY Hadfields Holdings Limited 30 Millbank, London, SW1P 4WY Halmstad Steel Service Centre AB C/o Hannes Snellman Advokatbyra AB, Box 7801, 103 96 Stockholm, Sweden Hammermega Limited 30 Millbank, London, SW1P 4WY Harrowmills Properties Limited 30 Millbank, London, SW1P 4WY Hille & Muller GmbH Am Trippelsberg 48, Dusseldorf 40589, Germany Hille & Muller USA Inc. Delaware Avenue N.W., Warren, 44485 Ohio, USA Hoogovens (UK) Limited 30 Millbank, London, SW1P 4WY Hoogovens Aluminium UK Limited Steelpark, Steelpark Way, Wolverhampton, W11 3SR Hoogovens Finance B.V. Wenckebachstraat 1, 1970 CA Velsen-Noord, Netherlands Hoogovens USA Inc. 1209 Orange Street, Wilmington, New Castle, 19801 USA

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100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

62.50 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

% of Applicable shares Section held 100.00 2(87)(ii)

Hundred and eighth annual report 2014-15

Directors' Report 79

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u28920hr1960ptc043655

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134

Huizenbezit “Breesaap” B.V. Wenckebachstraat 1, 1970 CA Velsen-Noord, Netherlands Ickles Cottage Trust Limited Stocksbridge Works, Manchester Road, Sheffield, South Yorkshire, S36 2JA Inter Metal Distribution SAS 3 Allee des Barbanniers, 92632 Gennevilliers Cedex, France Kalzip Asia Pte Limited 25 Pioneer Crescent, Singapore 628554 Kalzip FZE PO Box 18294, Jebel Ali, Dubai, UAE Kalzip GmbH August Horchstrasse 20-22, Koblenz 56070, Germany Kalzip GmbH Gusshausstrasse 4, Wien 1040, Austria Kalzip Guangzhou Limited B4, No. 4, Jingquan San Road, Yonghe, District, Huangpu Economic Technology, Developing Zone, Guangzhou, China Kalzip Inc Wilmington Trust SP Services Inc. 1105 North Market Place, Wilmington, DE 19899, USA Kalzip India Private Limited 10 Precep Street, Kolkata, 700 072, India Kalzip Italy SRL Via Santa Radegonda 11, Milan, 20121, Italy Kalzip Limited Haydock Lane, Haydock, St. Helens, Merseyside, WA11 9TY Kalzip Spain S.L.U. Rosario Pino, 14-16, Torre Rioja, 28020 Madrid, Spain Layde Steel S.L. Bº Eguzkitza, 11, Ctra. Durango-Elorrio Km 1, 48200 Durango, Bizkaia, Spain Lister Tubes Limited Tata Steel Service Centre, Steel House, Bluebell Industrial Estate, Bluebell Avenue, Dublin 12 London Works Steel Company Limited 30 Millbank, London, SW1P 4WY Longs Steel UK Limited 30 Millbank, London, SW1P 4WY Midland Steel Supplies Limited 30 Millbank, London, SW1P 4WY Mistbury Investments Limited 30 Millbank, London, SW1P 4WY

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100.00 2(87)(ii)

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100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

% of Applicable shares Section held 100.00 2(87)(ii)

80 Directors' Report

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153

Montana Bausysteme AG Durisolstrasse 11, Villmergen 5612, Switzerland Myriad Nederland B.V. Smederijstraat 2, 4814 DB, Breda, Netherlands Naantali Steel Service Centre OY Eteläesplanadi 20, 00130 Helsinki, Finland Namascor B.V. Oost Randweg 44-46, 4782 PZ Moerdijk, Netherlands Nationwide Steelstock Limited 30 Millbank, London, SW1P 4WY Norsk Stal Tynnplater AS Habornveien 60, PO Box 1403, N 1631 Gamle Fredrikstad, Norway Orb Electrical Steels Limited Orb Works, Stephenson Street, Newport, NP19 0RB Ore Carriers Limited 30 Millbank, London, SW1P 4WY Oremco Inc. 60 E42 Street, New York 10165, USA Plated Strip (International) Limited 30 Millbank, London, SW1P 4WY Precoat International Limited 30 Millbank, London, SW1P 4WY Precoat Limited 30 Millbank, London, SW1P 4WY Rafferty-Brown Steel Co Inc Of Conn. 2711 Centerville Road, Ste 400 Wilmington, 19808 USA Round Oak Steelworks Limited 30 Millbank, London, SW1P 4WY Runblast Limited 30 Millbank, London, SW1P 4WY Runmega Limited 30 Millbank, London, SW1P 4WY S A B Profiel B.V. Produktieweg 2, 3401 MG IJsselstein, Netherlands S A B Profil GmbH Industriestrasse 13, Niederaula, 36272 Germany Seamless Tubes Limited 30 Millbank, London, SW1P 4WY Service Center Gelsenkirchen GmbH Am Trippelsberg 48, Dusseldorf 40589, Germany

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100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

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100.00 2(87)(ii)

% of Applicable shares Section held 100.00 2(87)(ii)

Hundred and eighth annual report 2014-15

Directors' Report 81

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Tata Steel Belgium Packaging Steels N.V. Walemstraat 38, Duffel 2570, Belgium Tata Steel Belgium Services N.V. Coremansstraat 34, Berchem 2600, Belgium Tata Steel Denmark Byggsystemer A/S Kaarsbergsvej 2, DK-8400 Ebeltoft, Denmark Tata Steel Europe Distribution BV Wenckebachstraat 1, 1970 CA Velsen-Noord, Netherlands Tata Steel Europe Metals Trading BV Wenckebachstraat 1, 1970 CA Velsen-Noord, Netherlands Tata Steel France Batiment et Systemes SAS Rue Geo Lufbery, BP 103, Chauny 02301, France Tata Steel France Holdings SAS 3, Allee des Barbanniers, Gennevilliers 92632, France –

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173

Service Centre Maastricht B.V. Fregatweg 42, 6222 NZ Maastricht , Netherlands Skruv Erik AB Sliparegatan 5, 302 60 Halmstad, Sweden Societe Europeenne De Galvanisation (Segal) Sa Chassee de Ramioul 50, Flemalle, Ivoz Ramet, 4400 Belgium Staalverwerking en Handel B.V. Wenckebachstraat 1, 1970 CA Velsen-Noord, Netherlands Stainless Velsen-Noord BV Wenckebachstraat 1, 1970 CA Velsen-Noord, Netherlands Steel StockHoldings Limited 30 Millbank, London, SW1P 4WY Steelstock Limited 30 Millbank, London, SW1P 4WY Stewarts & Lloyds Of Ireland Limited 1 Stokes Place, St Stephen's Green, Dublin 2, Ireland Stewarts And Lloyds (Overseas) Limited 30 Millbank, London, SW1P 4WY Stocksbridge Works Cottage Trust Limited Tata Steel Speciality Steels, PO Box 50, Aldwarke Lane, Rotherham, England, S60 1DW Surahammar Bruks AB Box 201, SE-735 23, Surahammar, Sweden Swinden Housing Association Limited Swinden House, Moorgate, Rotherham, S60 3AR, UK

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Holding/ subsidiary/ associate Subsidiary

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

% of Applicable shares Section held 100.00 2(87)(ii)

82 Directors' Report

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193

Tata Steel International (Poland) sp Zoo Ul. Piastowska 7, 40-005 Katowice, Poland Tata Steel International (Schweiz) AG Wartenbergstrasse 40, Basel 4052, Switzerland

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192

Tata Steel France Rail SAS 164 Rue du Marechal Foch, Hayange 57700, France Tata Steel Germany GmbH Am Trippelsberg 48, Dusseldorf 40589, Germany Tata Steel IJmuiden BV Wenckebachstraat 1, 1970 CA Velsen-Noord, Netherlands Tata Steel International (Americas) Holdings Inc Wilmington Trust SP Services Inc. 1105 North Market Place, Wilmington, DE 19899, USA Tata Steel International (Americas) Inc CT Corporation System 111 Eighth Avenue, New York, NY 10011, USA Tata Steel International (Benelux) BV Ankerkade 71, 6222 NL Maastricht, Netherlands Tata Steel International (Canada) Holdings Inc c/o Fraser Milner Casgrain, 1 Place Villa-Marie, 39th Floor, Montreal, Quebec Canada H3B 4M7 Tata Steel International (Czech Republic) S.R.O 1st Floor, Mala Stepanska 9, 120 00 Prague 2, Czech Republic Tata Steel International (Denmark) A/S Frederiksborgvej 23, 3520 Farum, Denmark Tata Steel International (Finland) OY Hitsaajankatu 22, 00810 Helsinki, Finland Tata Steel International (France) SAS 3, Allee des Barbanniers, Gennevilliers 92632, France Tata Steel International (Germany) GmbH Am Trippelsberg 48, Dusseldorf 40589, Germany Tata Steel International (South America) Representações LTDA CT Corporation System 111 Eighth Avenue, New York, NY 10011, USA Tata Steel International Hellas SA 5 Pigis Avenue, Melissia, Athens, Greece Tata Steel International (Italia) SRL Via G.G. Winckelmann 2, Milano 20146, Italy Tata Steel International (Middle East) FZE PO Box 18294, Jebel Ali, Dubai, UAE Tata Steel International (Nigeria) Ltd. Block 69 A. Plot 8, Admiralty Way, Lekki, Phase 1, Lagos, Nigeria

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100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

% of Applicable shares Section held 100.00 2(87)(ii)

Hundred and eighth annual report 2014-15

Directors' Report 83

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211

Tata Steel International (Sweden) AB Barlastgatan 2, SE-414 63 Goteborg, Sweden Tata Steel International (India) Limited 412 Raheja Chambers, 213 Backbay Reclamation, Nariman Point, Mumbai-400 021, India Tata Steel International Iberica SA Rosario Pino 14-16 Torre Rioja 28020 Madrid, Spain Tata Steel Istanbul Metal Sanayi ve Ticaret AS Ankara Asfalti Yan Yol No. 39, Yacacik, Istanbul 81450, Turkey Tata Steel Latvia Building Systems SIA Darzciema Iela 60, Riga LV1073, Latvia Tata Steel Logistics and Shipping BV 2e Rijksbinnenhaven 39, 1951 JN Velsen-Noord, Netherlands Tata Steel Maubeuge SAS 22, Avenue Abbe Jean de Beco, Louvroil 59720, France Tata Steel Nederland BV Wenckebachstraat 1, 1970 CA Velsen-Noord, Netherlands Tata Steel Nederland Consulting & Technical Services BV Wenckebachstraat 1, 1970 CA Velsen-Noord, Netherlands Tata Steel Nederland Services BV Wenckebachstraat 1, 1970 CA Velsen-Noord, Netherlands Tata Steel Nederland Star-Frame BV Wenckebachstraat 1, 1970 CA Velsen-Noord, Netherlands Tata Steel Nederland Technology BV Wenckebachstraat 1, 1970 CA Velsen-Noord, Netherlands Tata Steel Nederland Tubes BV Souvereinstraat 33, 4903 RH Oosterhout, Netherlands Tata Steel Netherlands Holdings B.V. Wenckebachstraat 1, 1970 CA Velsen-Noord, Netherlands Tata Steel Norway Byggsystemer A/S Roraskogen 2, N 3739 Skien, Norway Tata Steel Speciality Service Centre Suzhou Co. Limited Unit A, Building No. 5, No. 1 Qiming Road, Free Trade Zone B, Suzhou Industrial Park, Suzhou, China Tata Steel Sweden Byggsystem AB Sliparegatan 5, 302 60 Halmstad, Sweden Tata Steel Speciality Service Centre Xian Co. Limited A2-1, Xian Bonded Logistics Centre, 88 Gangu Avenue, Xian'n International Trade & Logistics Park, Xi'an, Shaanxi, China

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Holding/ subsidiary/ associate Subsidiary

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

% of Applicable shares Section held 100.00 2(87)(ii)

84 Directors' Report

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–

229

Tata Steel UK Consulting Limited 30 Millbank, London, SW1P 4WY Tata Steel UK Holdings Limited 30 Millbank, London, SW1P 4WY Tata Steel UK Limited 30 Millbank, London, SW1P 4WY Tata Steel UK Rail Consultancy Limited Meridian House, The Crescent, York, Yorkshire, Y024 1AW Tata Steel USA Inc. 475 N Martingale Road, Suite 400, Schaumburg 60173, USA The Newport And South Wales Tube Company Limited 30 Millbank, London, SW1P 4WY The Stanton Housing Company Limited 30 Millbank, London, SW1P 4WY The Steel Company Of Ireland Limited Goodbody Secretarial Limited, International Financial Services Centre, North Wall Quay, Dublin 1 The Templeborough Rolling Mills Limited 30 Millbank, London, SW1P 4WY Thomas Processing Company Delaware Avenue N.W., Warren, 44485 Ohio, USA Thomas Steel Strip Corp. Delaware Avenue N.W., Warren, 44485 Ohio, USA Toronto Industrial Fabrications Limited 30 Millbank, London, SW1P 4WY Trierer Walzwerk GmbH Bruhlstrasse 14/15, Trier 54295, Germany Tulip UK Holdings (No. 2) Limited 30 Millbank, London, SW1P 4WY Tulip UK Holdings (No. 3) Limited 30 Millbank, London, SW1P 4WY Tuscaloosa Steel Corporation CT Corporation System 111 Eighth Avenue, New York, NY 10011, USA U.E.S. Bright Bar Limited 30 Millbank, London, SW1P 4WY UK Steel Enterprise Limited The Innovation Centre 217 Portobello, Sheffield S1 4DP Ukse Fund Managers (General Partner) Limited The Innovation Centre 217 Portobello, Sheffield S1 4DP

CIN/GLN

Sl. Name and address of the Company No.

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Holding/ subsidiary/ associate Subsidiary

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

% of Applicable shares Section held 100.00 2(87)(ii)

Hundred and eighth annual report 2014-15

Directors' Report 85

Unitol SAS 1 Rue Fernand Raynaud, Corbeil Essonnes 91814, France Walker Manufacturing And Investments Limited 30 Millbank, London, SW1P 4WY Walkersteelstock Ireland Limited Tata Steel Service Centre, Steel House, Bluebell Industrial Estate, Bluebell Avenue, Dublin 12 Walkersteelstock Limited 30 Millbank, London, SW1P 4WY Westwood Steel Services Limited 30 Millbank, London, SW1P 4WY Whitehead (Narrow Strip) Limited 30 Millbank, London, SW1P 4WY Tata Steel Global Minerals Holdings Pte Ltd. 22 Tanjong Kling Road Singapore 628048 Al Rimal Mining Llc P O Box 54, Muscat, Sultanate of Oman, Postal Code 100 Black Ginger 461 (Proprietary) Ltd. 39, Ferguson Road, Illovo 2196, Johannesburg, South Africa Howse Minerals Limited Park Place, 666 Burrard Street, Suite 1700, Vancouver, Bc V6c 2x8 Kalimati Coal Company Pty. Ltd. Level 1, 12 Creek Street, Brisbane Qld 4000 Sedibeng Iron Ore Pty. Ltd. 39, Ferguson Road, Illovo 2196, Johannesburg, South Africa Tata Steel Cote D'ivoire S.A Lot 50, Ilot 4, Cocody Mermoz, 01 Po Box 5871 Abidjan 01 Tata Steel Minerals UK Limited 18 Grosvenor Place, London.Sw1x 7hs Tata Steel Minerals Canada Limited Park Place, 666 Burrard Street, Suite 1700, Vancouver, Bc V6c 2x8 Ts Canada Capital Limited Park Place, 666 Burrard Street, Suite 1700, Vancouver, Bc V6c 2x8 Tata Steel International (Singapore) Holdings Pte. Ltd. 22 Tanjong Kling Road, Singapore 628048 Tsia Holdings (Thailand) Limited Unit 1410, 14th Floor, Q House Asoke Bldg, 66 Sukhumvit 21, North Klongtoey, Wattana, Bangkok 10110, Thailand

249

266

265

264

263

262

261

260

259

258

257

256

255

254

253

252

251

250

–

Ukse Fund Managers Limited The Innovation Centre 217 Portobello, Sheffield S1 4DP

248

–

–

–

–

–

–

–

–

–

–

–

–

–

–

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

–

–

Subsidiary

Subsidiary

Holding/ subsidiary/ associate Subsidiary

–

–

CIN/GLN

Sl. Name and address of the Company No.

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

80.00 2(87)(ii)

100.00 2(87)(ii)

85.00 2(87)(ii)

64.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

70.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

% of Applicable shares Section held 100.00 2(87)(ii)

86 Directors' Report

282

281

280

279

278

277

276

275

274

273

272

271

270

269

268

–

–

U63090WB2002PLC094134

L27105JH1968PLC000818

U27109WB1997PLC084005

U27310MH2012PLC232512

–

–

–

–

–

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

–

–

Subsidiary

Subsidiary

Holding/ subsidiary/ associate Subsidiary

–

–

–

267

Tata Steel International (Shanghai) Ltd. Room 2006, No. 568 Hengfeng Road, Zhabei District, 200070, Shanghai, China Tata Steel International (Thailand) Limited Unit 1410, 14th Floor, Q House Asoke Bldg, 66 Sukhumvit 21, North Klongtoey, Wattana, Bangkok 10110, Thailand Tata Steel International (Singapore) Pte. Ltd. 22 Tanjong Kling Road, Singapore 628048 Tata Steel International (Asia) Limited Unit 2313-15, 23/F., Bea Tower, Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong Tata Steel (Thailand) Public Company Ltd. 555 Rasa Tower 2, 20th Floor, Phaholyothin Road, Chatuchak, Bangkok 10900, Thailand N.T.S Steel Group Plc. No. 351, Moo 6, 331 Highway, Hemaraj Chonburi Industrial Estate, Bowin, Sriracha, Chonburi 20230, Thailand The Siam Construction Steel Co. Ltd. Plot 1-23, Map Ta Phut Industrial Estate, Amphur Muang, Rayong 21150, Thailand The Siam Iron And Steel (2001) Co. Ltd. No. 49 Moo 11, Tambon Bang Khamode, Ampher Ban Mor, Saraburi 18270, Thailand Tata Steel Global Procurement Company Pte. Ltd. 22 Tanjong Kling Road Singapore 628048 ProCo Issuer Pte. Ltd. 22 Tanjong Kling Road Singapore 628048 Tata Steel Odisha Limited Bombay House, 24, Homi Mody Street, Fort, Mumbai-400 001 Tata Steel Processing and Distribution Limited Tata Centre, 43 Chowringhee Road, Kolkata-700 071 Tayo Rolls Limited Annex-2, General Office Premises, Tata Steel Limited, Bistupur, Jamshedpur-831 001 Tm International Logistics Limited 43 J L Nehru Road, Tata Centre, Kolkata-700 071 International Shipping and Logistics Fze Office No. Tpofca0140, P O Box : 18490, Jebel Ali, Dubai United Arab Emirates Tkm Global China Ltd. Unit G, Floor 11, Hengji Mansion, No. 99 Huai Hai East Road, Shanghai - 200021, P.R. China

CIN/GLN

Sl. Name and address of the Company No.

100.00 2(87)(ii)

100.00 2(87)(ii)

51.00 2(87)(ii)

54.45 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

99.99 2(87)(ii)

99.99 2(87)(ii)

99.76 2(87)(ii)

67.90 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

% of Applicable shares Section held 100.00 2(87)(ii)

Hundred and eighth annual report 2014-15

Directors' Report 87

301

300

299

298

297

296

295

294

293

292

291

290

289

288

287

286

285

284

U51900MH1988PTC049518

U85110OR2014PTC018162

U63040MH1988PTC049514

L74210JH1962PLC000700

U26921OR1958PLC000349

–

U72900MH2006PTC163193

U67120MH1988PLC049872

U45201WB2001PLC092842

U27100JH1983PLC001890

U45209WB1915PLC002601

U05004OR1989PLC002356

U24111JH1995PLC009020

U74999MH2007PLC167623

L2811WB1920PLC003606

U24100JH1983PLC001836

U61100WB2009FTC138168

U51109WB1991PLC051941

–

283

Tkm Global GmbH Spladingstrasse 210, 20097 Hanburg, Germany Tkm Global Logistics Limited “Kankaria Estate”, 6, Little Russel Street, 7th Floor, South Block, Kolkata-700 071 Tm Harbour Services Private Limited Tata Centre, 43, Jawaharlal Nehru Road, Kolkata-700 071 Tata Pigments Limited Sakchi Boulevard, Jamshedpur-831 002 The Tinplate Company of India Limited 4, Bankshall Street, Kolkata-700 001 Industrial Energy Limited C/O - The Tata Power Company Limited, Corporate Center B, 34 Sant Tukaram Road, Carnac Bunder, Mumbai-400 009, Maharashtra, India Jamipol Limited Namdih Road, Burmamines, Jamshedpur-831007 Kalinga Aquatics Ltd. 259, Sipasurubali, Puri, Odisha Kumardhubi Fireclay & Silica Works Ltd. Chartered Bank Building, 4, Netaji Subhash Road, Kolkata, West Bengal-700 001 Kumardhubi Metal Casting & Engineering Limited Xlri Campus, Circuit House, Area, Jamshedpur, Jharkhand-831 001 Nicco Jubilee Park Limited Jheel Meel, Sector-Iv, Salt Lake City, Kolkata, West Bengal-700 106 Rujuvalika Investments Limited Bombay House 3rd Flr, 24 Homi Mody Street, Mumbai-400 001 Strategic Energy Technology Systems Private Limited 24, Bombay House, First Floor, Homi Mody Street, Mumbai-400 001 Tata Construction & Projects Ltd. 6 A Middleton Street, Kolkata-700 071 Trl Krosaki Refractories Limited PO: Belpahar, Dist. - Jharsuguda, Odisha-768 218, India Trf Limited 11, Station Road, Burmamines, Jamshedpur-831 007, Jharkhand Malusha Travels Pvt Ltd. Bank of Baroda Bldg, Bombay Samachar Marg, Mumbai-400 001, Maharashtra Medica TS Hospital Pvt. Ltd. S-125, Maitri Vihar, P. O. - Rail Vihar, P. S. – Chandrasekharpur, Bhubaneswar-751 023, Odisha Mohar Export Services Pvt. Ltd. Bank of Baroda Bldg, Bombay Samachar Marg, Mumbai-400 001, Maharashtra

CIN/GLN

Sl. Name and address of the Company No.

Associate

Associate

Associate

Associate

Associate

Associate

Associate

Associate

Associate

Associate

Associate

Associate

Associate

Associate

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Holding/ subsidiary/ associate Subsidiary

33.23 2(6)

26.00 2(6)

33.23 2(6)

34.29 2(6)

26.62 2(6)

27.19 2(6)

25.00 2(6)

34.46 2(6)

23.46 2(6)

49.31 2(6)

27.78 2(6)

30.00 2(6)

39.78 2(6)

26.00 2(6)

74.96 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

100.00 2(87)(ii)

% of Applicable shares Section held 100.00 2(87)(ii)

88 Directors' Report

318

317

316

315

314

313

312

311

310

309

308

307

306

305

304

303

_

_

U45209PN2005PLC020270

U13100WB2008PTC129436

U00000WB2001PLC115841

U74900JH2009PTC000689

U40109TG2006PTC050759

U27100CT2010PLC021760

–

–

–

–

–

–

–

–

–

302

European Profiles (M) Sdn. Bhd. C-19-3a, Dataran 32, No. 2, Jalan 19/1, 46300 Petaling Jaya, Selangor Darul Ehsan Albi Profils Srl Zone Industrielle D'albi-Jarlard, Rue Lebon, 8100 Albi, France Appleby Frodingham Cottage Trust Limited PO Box 1, 1 Brigg Road, Sc*nthorpe Dn16 1bp, United Kingdom GietWalsOnderhoudCombinatie B.V. Staalstraat 150, 1951 Jp Velsen-Noord, Netherlands Hoogovens Court Roll Service Technologies Vof Wenckebachstraat 1, 1951 Jz Velsen-Noord, Netherlands Hoogovens Gan Multimedia S.A. De C.V. Zaragoza 1300, Sur 6400, Monterrey, 82235, Mexico Issb Limited Corinthian House, 17 Lansdowne Road, Croydon, Greater London, England, Cr0 2bx Wupperman Staal Nederland B.V. Vlasweg 19, 4782 PW Moerdijk, Netherlands New Millennium Iron Corp. 1000 - 250 2nd Street SW, Calgary AB, Canada Metal Corporation of India Limited Nathani Building, Shastri Chowk, Raipur-492 001, Chhattisgarh Bhubaneshwar Power Private Limited Golden Edifice, 1st Floor, Opp: Visweswaraya Statue, Khairatabad Circle, Hyderabad-500 004 Himalaya Steel Mills Services Private Limited Ground Floor, Rings & Agrico Building Armoury Road Northern Town, Jamshedpur, Jharkhand, 831001 mjunction services limited Tata Centre,43 J L Nehru Road, Kolkata - 700 071 S & T Mining Company Private Limited Tata Centre, 1st Floor, 43, J. L. Nehru Road, Kolkata - 700 071 ( W.B.) Tata BlueScope Steel Limited Metrolpolitan, Survey No. 21, Final Plot No. 27, Wakdewadi, Shivaji Nagar, Pune 411005 Tata NYK Shipping Pte Ltd. #12-03, Springleaf Tower, 3 Anson Road, Singapore 079909 TVSC Construction Steel Solutions Limited Rooms 4903-7, 49/F, Hopewell Centre, No. 183 Queen’s Road East,Wanchai, Hong Kong

CIN/GLN

Sl. Name and address of the Company No.

Associate

Associate

Associate

Associate

Associate

Associate

Associate

Associate

Associate

Associate

Associate

Associate

Associate

Associate

Associate

Associate

Holding/ subsidiary/ associate Associate

50.00 2(6)

50.00 2(6)

50.00 2(6)

50.00 2(6)

50.00 2(6)

26.00 2(6)

26.00 2(6)

42.05 2(6)

26.18 2(6)

30.00 2(6)

50.00 2(6)

50.00 2(6)

50.00 2(6)

50.00 2(6)

33.30 2(6)

30.00 2(6)

% of Applicable shares Section held 20.00 2(6)

Hundred and eighth annual report 2014-15

Directors' Report 89

Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate

_ _ _ _ _ _ _ _ _ _ _ _ _ _

Holding/ subsidiary/ associate Associate

_

_

319

Afon Tinplate Company Limited Afon Works, Bryntywod, Swansea, West Glamorgan, SA5 7LN 320 Air Products Llanwern Limited Hersham Place Technology Park, Molesey Road, Walton on Thames Surrey, KT12 4RZ 321 BSR Pipeline Services Limited PO Box 101, Weldon Road, Corby, Northamptonshire, NN17 5UA 322 Caparo Merchant Bar Plc Caparo House, 103 Baker Street, London, W1U6LN 323 Corus Kalpinis Simos Cladding Industry SA Diilistirion Avenue, Stefani - PC 19300 Aspropirgos - Greece 324 Danieli Corus Technical Services B.V. Rooswijkweg 291, 1951 ME Velsen-Noord, Netherlands 325 Fabsec Limited 1st floor, Unit 3 Calder Close, Calder Business Park, Wakefield, West Yorkshire, WF4 326 Industrial Rail Services IJmond B.V. Wenckebachstraat 1, 1951 JZ Velsen-Noord, Netherlands 327 Laura Metaal Holding B.V. Rimurgerweg 40, 6471 XX Eygelshoven, Netherlands 328 Norsk Stal AS Nye Vakås vei 80, 1395 Hvalstad, Norway 329 Ravenscraig Limited 15 Atholl Crescent, Edinburgh, EH3 8HA 330 Redcar Bulk Terminal Limited Steel House, Trunk Road, Redcar, TS10 5QW 331 Tata Elastron Steel Service Center SA Diilistirion Avenue, Stefani - PC 19300 Aspropirgos - Greece 332 Tata Steel Ticaret AS Cumhuriyet Caddesi No:48 Pegasus Evi Kat:7 Harbiye 34367 Istanbul, Turkey 333 Texturing Technology Limited 30 Millbank, London, SW1P 4WY 334 Minas De Benga (Mauritius) Limited Av. 24 de Julho, Edificio, nº.1123, 4º Floor, Bairro da Polana Cimento B, Maputo, Mozambique Note: Companies listed from Sl. No. 312 to 334 are joint venture companies.

CIN/GLN

Sl. Name and address of the Company No.

35.00 2(6)

50.00 2(6)

50.00 2(6)

50.00 2(6)

50.00 2(6)

33.33 2(6)

50.00 2(6)

49.00 2(6)

50.00 2(6)

25.00 2(6)

50.00 2(6)

50.00 2(6)

25.00 2(6)

50.00 2(6)

50.00 2(6)

% of Applicable shares Section held 64.00 2(6)

90 Directors' Report

Category of Shareholders

Category-wise Shareholding

Demat

– – – 30,34,82,902 – 10,31,460 30,45,14,362 – – – – – – 30,45,14,362

3,00,03,800 46,85,564 – 1,22,659 – 21,18,36,995 14,90,77,592 – – 3,65,601 7,61,454 3,450

– – – – – – 565

38,855 209,734 – 1,11,277 – 1,225 27,282 – – – – –

Total

– – – 565 – – 565

Physical

Beginning of the year (1 April, 2014)

(A) Promoters (including Promoter Group) (1) Indian (a) Individuals/Hindu Undivided Family – (b) Central Government – (c) State Government(s) – (d) Bodies Corporate 30,34,82,337 (e) Banks/Financial Institutions – (f ) Any Other (Trust) 10,31,460 Sub–total (A) (1) 30,45,13,797 (2) Foreign (a) NRIs – Individuals – (b) Other Individuals – (c) Bodies Corporate – (d) Banks/Financial Institutions – (e) Any Other (specify) – Sub-total (A) (2) – Total Shareholding of Promoter and 30,45,13,797 Promoter Group (A) = (A)(1) + (A)(2) (B) Public Shareholding (1) Institutions (a) Mutual Funds 2,99,64,945 (b) Banks/Financial Institutions 44,75,830 (c) Central Government – (d) State Government(s) 11,382 (e) Venture Capital Funds – (f ) Insurance Companies 21,18,35,770 (g) Foreign Institutional Investors 14,90,50,310 (h) Foreign Venture Capital Funds – (i) Any Other (specify) (i – 1 ) Qualified Foreign Investor – (i – 2 ) Foreign Institutional Investors – DR 3,65,601 (i – 3 ) Foreign Bodies – DR 7,61,454 Foreign National & Foreign National (i – 4 ) 3,450 – DR

i)

0.00

– 0.04 0.08

3.10 0.48 – 0.01 – 21.81 15.35 –

31.35

– – – – – –

– – – 31.25 – 0.11 31.35

% of Total Shares

3,450

– 49,984 17,17,372

3,46,56,924 47,57,536 – 10,382 – 20,44,19,054 12,86,79,318 –

30,45,13,797

– – – – – –

– – – 30,34,82,337 – 10,31,460 30,45,13,797

Total

– – – – – –

–

– – –

38,780 203,671 – 1,11,277 – 1,225 27,282 –

3,450

– 49,984 17,17,372

3,46,95,704 49,61,207 – 1,21,659 – 20,44,20,279 12,87,06,600 –

565 30,45,14,362

– – – – – –

– – – – – – 565 30,34,82,902 – – – 10,31,460 565 30,45,14,362

Physical

End of the year (31 March, 2015) Demat

No. of Shares held

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of the Total Equity)

0.00

– 0.01 0.18

3.57 0.51 – 0.01 – 21.05 13.25 –

31.35

– – – – – –

– – – 31.25 – 0.11 31.35

– (0.03) 0.10

0.47 0.03 – 0 – (0.76) (2.10) –

–

– – – 0 – 0 – – – – – – – –

% Change during the % of Total year Shares

Hundred and eighth annual report 2014-15

Directors' Report 91

(i – 5 ) FPIs –CORP (i – 6 ) UTI Sub-total (B) (1) (2) Non-Institutions (a) Bodies Corporate i Indian ii Overseas (b) Individuals – Individual shareholders holding i nominal share capital upto ₹ 1 lakh Individual shareholders holding ii nominal share capital in excess of ₹ 1 lakh (c) Any Other Sub-total (B) (2) Total Public Shareholding (B) = (B)(1)+(B)(2) Shares held by Custodian for GDRs (C) and ADRs Grand Total (A)+(B)+(C)

Category of Shareholders

– 20,287 4,08,660

54,20,812 1,125

2,41,90,431 22,44,449 – 3,18,56,817 3,22,65,477 – 3,22,66,042

2,15,30,827 4,500

16,15,18,960 2,60,22,051 – 20,90,76,338 60,55,60,246 2,88,75,320 93,89,49,363

Physical

– 15,166 39,64,83,908

Demat

97,12,15,405

2,88,75,320

63,78,25,723

– 24,09,33,155

2,82,66,500

18,57,09,391

2,69,51,639 5,625

– 35,453 39,68,92,568

Total

Beginning of the year (1 April, 2014)

100.00

2.97

65.68

– 24.81

2.91

19.12

2.78 0.00

– 0.00 40.87

% of Total Shares

94,01,69,546

1,79,07,847

61,77,47,902

– 21,62,98,184

2,73,40,434

16,65,79,735

2,23,73,515 4,500

2,71,40,507 15,191 40,14,49,718

Total

2,95,08,451

18,96,33,237

2,77,93,702 5,625

1,79,07,847 3,10,45,893 97,12,15,439

–

3,10,45,328 64,87,93,230

– – 3,06,42,831 24,69,41,015

21,68,017

2,30,53,502

54,20,187 1,125

– 2,71,40,507 20,262 35,453 4,02,497 40,18,52,215

Physical

End of the year (31 March, 2015) Demat

No. of Shares held

100.00

1.84

66.81

– 25.43

3.04

19.53

2.86 0.00

2.79 0.00 41.38

–

(1.13)

1.13

– 0.62

0.13

0.41

0.08 0

2.79 0 0.51

% Change during the % of Total year Shares

92 Directors' Report

5 6 7 8 9 10 11 12 13

4

1 2 3

Tata Sons Limited – Promoter Tata Motors Limited Tata Chemicals Ltd. Tata Investment Corporation Limited Ewart Investments Limited Rujuvalika Investments Limited Sir Dorabji Tata Trust Sheba Properties Limited Tata Industries Limited Sir Ratan Tata Trust Tata Global Beverages Ltd. Titan Company Limited Tata Capital Limited Total 17,95,142 11,68,393 8,42,460 4,91,542 7,91,675 1,89,000 12,021 2,025 13,500 30,45,14,362

33,85,885

28,88,98,245 44,32,497 24,91,977

No. of Shares

0.18 0.12 0.09 0.05 0.08 0.02 – – – 31.35

0.35

29.75 0.46 0.26

% of Total Shares of the Company

At the end of the year

Changes during the year

At the beginning of the year

iii) Change in Promoter's (including Promoter Group) Shareholding

17,95,142 11,68,393 8,42,460 4,91,542 7,91,675 1,89,000 12,021 2,025 13,500 30,45,14,362

33,85,885

28,88,98,245 44,32,497 24,91,977

% of Total Shares of the Company 31.35

No. of Shares 30,45,14,362

Shareholding at the beginning of the year i.e. 1 April, 2014

– – – – – – – – – 2.31

–

% of Shares Pledged/ Encumbered to Total Shares 2.31 – –

– – – – – – – – – 2.82

–

Nil 30,45,14,362

No. of Shares

– – – – – – – – – –

–

31.35

% of Total Shares of the Company

Cumulative Shareholding during the year (1 April, 2014 to 31 March, 2015)

0.18 0.12 0.09 0.05 0.08 0.02 – – – 31.35

0.35

29.75 0.46 0.26

% of Shares % Change in Pledged/ Shareholding during the Encumbered year to Total Shares 2.82 – – – – –

End of the year (31 March, 2015) % of Total No. of Shares Shares of the Company

No. of Shares held Beginning of the year (1 April, 2014)

Note: Entities listed in Sl.No. 2 to 13 above form part of the promotor group.

Sl. Shareholder's Name No.

ii) Shareholding of Promoter (including Promoter Group)

Hundred and eighth annual report 2014-15

Directors' Report 93

6

5

4

3

2

Life Insurance Corporation of India

1

At the end of the year

93,24,797

At the end of the year

At the end of the year

1,08,26,058

At the end of the year

74,93,237

At the end of the year

0 -13,14,573

Sold during the year

Bought during the year

At the beginning of the year

88,07,810

-2,88,935

Sold during the year

Dimensional Emerging Markets Value Fund

5,00,000

Bought during the year

At the beginning of the year

1,06,14,993

-6,80,000 1,06,68,072

Sold during the year

The New India Assurance Company Limited

7,18,613

Bought during the year

At the beginning of the year

1,06,29,459

-67,25,372

Sold during the year

National Insurance Company Ltd.

47,93,908

Bought during the year

At the beginning of the year

1,12,56,261

-55,12,396 1,49,05,184

Sold during the year

Icici Prudential Life Insurance Company Ltd.

49,06,478

Bought during the year

At the beginning of the year

1,55,11,102

14,17,39,185

At the end of the year

HDFC Trustee Company Limited

1,29,39,951 -1,56,83,772

Sold during the year

14,44,83,006

0.77

-0.14

0.00

0.91

1.11

-0.03

0.05

1.09

1.10

-0.07

0.07

1.09

0.96

-0.69

0.49

1.16

1.53

-0.57

0.51

1.60

14.59

-1.61

1.33

14.88

Shareholding % of Total Shares of No. of Shares the Company

Bought during the year

At the beginning of the year

Name of shareholders

Sl. No.

74,93,237

74,93,237

88,07,810

88,07,810

1,08,26,058

1,08,26,058

1,11,14,993

1,06,14,993

1,06,68,072

1,06,68,072

1,13,48,072

1,06,29,459

93,24,797

93,24,797

1,60,50,169

1,12,56,261

1,49,05,184

1,49,05,184

2,04,17,580

1,55,11,102

14,17,39,185

14,17,39,185

15,74,22,957

14,44,83,006

0.77

0.77

0.91

0.91

1.11

1.11

1.14

1.09

1.10

1.10

1.17

1.09

0.96

0.96

1.65

1.16

1.53

1.53

2.10

1.60

14.59

14.59

16.21

14.88

Cumulative Shareholding during the year % of Total Shares of No. of Shares the Company

iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs):

94 Directors' Report 82,89,815

At the end of the year

62,36,477

At the end of the year

1,00,65,277

At the end of the year

1,14,93,191

At the end of the year

At the end of the year

Sold during the year

Bought during the year

At the beginning of the year

82,40,000

82,40,000

-56,69,626

Sold during the year

Franklin Templeton Investment Funds

1,22,11,522

Bought during the year

At the beginning of the year

49,51,295

-55,65,492

Sold during the year

Reliance Capital Trustee Co. Ltd.

1,04,57,197

Bought during the year

At the beginning of the year

51,73,572

-3,81,644

Sold during the year

Government Pension Fund Global

7,72,853

Bought during the year

At the beginning of the year

58,45,268

-58,59,443

Sold during the year

United India Insurance Company Limited

53,70,912

Bought during the year

•

0.85

0.00

0.85

0.00

1.18

-0.58

1.26

0.51

1.04

-0.57

1.08

0.53

0.64

-0.04

0.08

0.60

0.85

-0.60

0.55

0.90

82,40,000

82,40,000

82,40,000

1,14,93,191

1,14,93,191

1,71,62,817

49,51,295

1,00,65,277

1,00,65,277

1,56,30,769

51,73,572

62,36,477

62,36,477

66,18,121

58,45,268

82,89,815

82,89,815

1,41,49,258

87,78,346

0.85

0.85

0.85

0.00

1.18

1.18

1.77

0.51

1.04

1.04

1.61

0.53

0.64

0.64

0.68

0.60

0.85

0.85

1.46

0.90

Cumulative Shareholding during the year % of Total Shares of No. of Shares the Company

The date wise increase or decrease in shareholding of the top ten shareholders is available on the website of the Company www.tatasteel.com

Notes: • The above information is based on the weekly beneficiary position received from Depositories.

11

10

9

8

87,78,346

Abu Dhabi Investment Authority

7

Shareholding % of Total Shares of No. of Shares the Company

At the beginning of the year

Name of shareholders

Sl. No.

Hundred and eighth annual report 2014-15

Directors' Report 95

Directors Mr. Ishaat Hussain Mr. Subodh Bhargava Mr. Koushik Chatterjee Mr. T. V. Narendran Mr. B. Muthuraman 2 Key Managerial Personnel Mr. A. Anjeneyan 2 Mr. Parvatheesam K 2

Name of the Shareholder

66 NA

2,216 1,012 1,320 1,753 6,230

No. of Shares 2,216 1,012 1,320 1,753 NA NA 100

– NA

No. of Shares

* Includes revaluation gain (net) of ₹ 168.55 crores on forex loans. ** Includes realised exchange gain (net) of ₹ 12.61 crores on repayment of forex loans. # Includes funded interest on SDF loan of ₹ 593.03 crores (31.03.2014: ₹ 488.32 crores).

(iii) Interest accrued but not due Total (i + ii + iii) Change in Indebtedness during the financial year • Addition • Reduction Net Change Indebtedness at the end of the financial year (i) Principal Amount (ii) Interest due but not paid (iii) Interest accrued but not due Total (i + ii + iii)

(ii) Interest due but not paid

(i) Principal Amount

Indebtedness at the beginning of the financial year – 671.26 26,463.05 6,791.13* 6,617.05** 174.08 25,965.87 – 587.86 26,553.73

– – 2,125.55 161.37 54.29 107.08 2,232.63 # – – 2,232.63

25,791.79

Unsecured Loans

2,125.55 #

Secured Loans excluding deposits

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

V. INDEBTEDNESS

– – – –

– – –

– –

–

–

28,198.50 – 587.86 28,786.36

6,952.50 6,671.34 281.16

671.26 28,588.60

–

27,917.34

Deposits Total Indebtedness

in ₹ crores

NA –

– – – – NA

% of Total Shares of the Company

Shareholding at the end of the year 31 March, 2015

– – – – –

% of Total Shares of the Company

Shareholding at the beginning of the year 1 April, 2014

Note: 1. Mr. Cyrus P Mistry, Mr. Nusli N Wadia, Mr. Jacobus Schraven, Ms. Mallika Srinivasan, Mr. D. K. Mehrotra, Mr. O. P. Bhatt, Mr. Andrew Robb and Dr. Karl-Ulrich Koehler held no shares in the Company during the year. 2. Director/KMP for part of the year.

6 7

1 2 3 4 5

Sl. No.

v) Shareholding of Directors and Key Managerial Personnel

96 Directors' Report

Stock Option Sweat Equity Commission Others (retirement benefits) Total (A) Ceiling as per the Companies Act, 2013

Overall Ceiling as per the Companies Act, 2013

Name Non-Executive Directors Mr. Cyrus P. Mistry Mr. B. Muthuraman Mr. Ishaat Hussain Mr. D. K. Mehrotra Dr. Karl-Ulrich Koehler Total (I) Independent Directors Mr. Nusli N. Wadia Mr. Subodh Bhargava Mr. Jacobus Schraven Ms. Mallika Srinivasan Mr. O. P. Bhatt Mr. Andrew Robb Total (II) Grand Total (I + II) 105.00 102.50 57.50 57.50 100.00 60.00 482.50 700.00

– 55.00 105.00 57.50 – 217.50

2.20 4.75 2.40 1.00 4.00 2.90 17.25 35.85

3.80 1.80 5.55 4.05 3.40 18.60

Sitting Fees

– – 440.00 11.08 647.14

133.34 62.72 –

₹ 6,119

107.20 107.25 59.90 58.50 104.00 62.90 499.75 735.85

3.80 56.80 110.55 61.55 3.40 236.10

Total Compensation

₹ lakhs

– – 407.00 10.36 561.59

122.28 21.95 –

Name of MD/WTD/Manager Mr. T. V. Narendran Mr. Koushik Chatterjee MD WTD & CFO

– – 847.00 21.44 1,208.73 ₹ 61,190

255.62 84.67 –

Total Amount

₹ lakhs

Notes: 1. Commission relates to Financial Year ended 31 March, 2015. This will be paid after the AGM on 12 August, 2015. 2. Mr. Cyrus P. Mistry being Executive Chairman of Tata Sons Limited has not accepted commission. 3. Mr. D. K. Mehrotra is a Nominee Director of Life Insurance Corporation of India (LIC). Hence sitting fees for attending Board/Committee meetings was paid to him, while the commission was paid to LIC. 4. Mr. B. Muthuraman retired as a Member of the Board effective 26 September, 2014.

II 1 2 3 4 5 6

Sl. No I 1 2 3 4 5

Commission

(c) Profits in lieu of salary under Section 17(3) of the Income Tax, Act 1961

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961

B. Remuneration to other Directors

2 3 4 5

Gross salary

1

(a) Salary as per provisions contained in Section 17(1) of the Income Tax, Act 1961

Particulars of Remuneration

Sl. No.

A. Remuneration of Managing Director, Whole-time Directors and/or Manager

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Hundred and eighth annual report 2014-15

Directors' Report 97

Gross salary (a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 (c) Profit in lieu of salary under Section 17(3) of Income-tax Act, 1961 Stock Option Sweat Equity Commission Others (retirement benefits) Total

Particulars of Remuneration

– – – 0.63 13.47

12.84 –

– – – 3.38 62.36

58.77 0.21

Total Amount

₹ lakhs

Mumbai 20 May, 2015

T. V. NARENDRAN parvatheesam K Managing Director Company Secretary

– – – 2.75 48.89

45.93 0.21

Key Managerial Personnel Mr. A. Anjeneyan Mr. Parvatheesam K. Company Secretary * Company Secretary *

There were no penalties/punishments/compounding of offences for the year ended 31 March, 2015.

VII. PENALTIES/PUNISHMENTS/COMPOUNDING OF OFFENCES

* Part of the year

2 3 4 5

1

Sl. No.

C. Remuneration to KMP other than MD/Manager/WTD

Hundred and eighth annual report 2014-15

Annexure 9 – Particulars of Loans, Guarantees or Investments in accordance with Section 186 of the Companies Act, 2013 Amount outstanding as at 31 March, 2015 ₹ crores Particulars

Amount

Loans given

95.79

Guarantee given

13,761.45

Investments made

52,164.24

Loans, Guarantees given or Investments made during the Financial Year 2014-15 ₹ crores

*

Name of the entity

Relation

Intercorporate Deposits

–

Amount

2.00

Particulars of loans, guarantees given or investments made

Purpose for which the loans, guarantees and investments are proposed to be utilised

Loan

Business purpose

Guarantee

To guarantee the Notes issued by ABJA Investment Company Limited

ABJA Investment Co. Pte. Ltd.

Subsidiary

11,718.75

T M Mining Company Limited

Subsidiary

0.05

Investment

Business purpose

TS Alloys Limited

Subsidiary

9.94

Investment

Business purpose

Tata Steel Special Economic Zone Limited

Subsidiary

31.42

Investment

Business purpose

Tata Steel Odisha Limited

Subsidiary

2.50

Investment

Business purpose

Indian Steel & Wire Products Ltd.

Subsidiary

0.05

Investment

Business purpose

Tata NYK Shipping Pte Ltd.

Joint Venture

191.22

Investment

Business purpose

Bhubaneshwar Power Private Limited

Joint Venture

12.00

Investment

Business purpose

S & T Mining Company Private Limited

Joint Venture

3.65

Investment

Business purpose

Industrial Energy Limited

Associate

76.91

Investment

Business purpose

Medica TS Hospital Private Limited

Associate

0.26

Investment

Business purpose

Tayo Rolls Limited *

Subsidiary

63.00

Investment

Business purpose

The Tata Power Company Limited

–

28.84

Investment

Business purpose

Investment in 8.50% non cumulative redeemable preference shares (Face value of ₹ 100 each) On behalf of the Board of Directors

Cyrus P. Mistry Chairman Mumbai 20 May, 2015

98 Directors' Report

Annexure 10 – Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014 A. Conservation of Energy

•

i. Steps taken or impact on conservation of energy

T echnology developed for iron ore tailings disposal with a combination of filtration and paste to reduce space requirement for slime dam and make up water consumption for iron ore processing.

•

Highest ever power generation through Blast Furnace Top Recovery Turbine (TRT) (Recovery of Waste Energy).

•

Use of Pellets at Blast Furnaces to reduce co*ke rate.

•

Efficient use of by-product gases for Power Generation – Highest ever in house power generation through byproduct gases.

•

Plant specific energy consumption – 6.012 Gcal/tcs

•

Highest ever power generation through TRT - 25.34 Mega Watt (MW)

•

lant Specific Overall Power Rate – 406 Kwh/tss (Kilo P watt-hour per tonne of saleable steel)

Agglomeration: The ore crisis which occurred due to closure of captive mines was managed well with changes in operating philosophy and process adjustments.

•

Reduction in steam condensate loss – 1%

•

ii. Steps taken by the Company for utilising alternate sources of energy – Installation of Solar panels for street lights

Three flux regime (limestone, dolomite and pyroxenite) workable to counter high silica through ores.

•

rinciple of adjusting grinding and induration operation to P take different ore for pelletising.

iii. Capital investment on energy conservation equipments

•

otential to use higher reverts in sintering without adverse P effect on quality.

Particulars Commissioning and operation of new Linz Donavitz (LD) Gas holder and its export system so as to recover LD Gas from LD Shops.

₹ crores 12.20

Recovery of sensible heat of co*ke by installation of co*ke Dry Quenching System in Battery # 10 & 11 at co*ke Plant (CP).

3.05

Replacement of a boiler at Power House # 4.

0.54

Implementation of Variable Frequency Drive (VFD) in power intensive motors.

0.15

Coal Beneficiation: •

Introduced “modifier” in flotation cell to increase clean coal yield.

•

eveloped process flow sheet for new washery at Jamadoba D by introducing intermediate coal beneficiation to enhance clean coal recovery.

co*ke Making: Iron ore crisis led us to throttled production of hot metal in the month of November & December, 2014. Subsequently co*ke making production was also lowered by almost 12 to 14% at CP 2 & Battery 10 – 11 and by around 30 to 35% at Haldia Met co*ke (HMC) due to inventory and logistics constraints. Lower co*ke production was attained by slowing down the co*ke making process by increasing the co*king time of coal inside the ovens. In this ‘slow’ carbonisation regime co*ke quality was maintained with ‘lower quality’ coals which lead to cost reduction.

Process developments

Blast Furnaces (BF): Higher efficiency run in blast furnaces due to improved layering and distribution of co*ke fractions inside the BF, consistent raw material quality and lower blast humidity. This resulted in 30kg/thm (Kilogram per tonne of Hot Metal) drop in co*ke rate and lower Sinter (Si) percent in hot metal.

Steel making and Casting: Installation and stabilisation of Flow control mould in Slab caster resulting in significant reduction in mould flux related slivers.

Improvement of Billet surface quality: Change over to Multitaper billet Casting Molds from Convex Mold to improve Billet Surface Quality.

Mining: LD slag is established as a stowing material in underground coal mines which can partially replace sand.

Hot Metal Desulphurisation: Successful Trial in Hot Metal Desulphurisation with new concept of single port lance replacing multi-port one to improve efficiency and reduce cost.

B. Technology Absorption i. Efforts made towards technology absorption

Iron Ore Beneficiation: •

Beneficiation flow sheet developed up to 55% Ferrum (Fe) cut off for all iron ore mines (Noamundi, Joda and Khondbond) to increase Fe recovery thereby enhance mine life.

New Product Development •

Development and commercialisation of high strength Fe600 rebar - first time in India. Directors' Report 99

Hundred and eighth annual report 2014-15 •

Development of wire rods for thick motor tyre bead wire – an import substitution product.

•

Micro-alloyed high strength steels for Long member applications.

•

Development of niche high carbon wire rods for needle wire application.

•

•

Development of Dual Phase 590 Grade in multiple thickness for automotive wheels.

evelopment of mechanical coupler for rebar from in-house D higher size rebar having distinctly superior properties than conventional product – a new concept product under process of getting patents.

ii. Benefits derived from key projects ➣ Process Area Project Title

Benefits Derived

Removal of Total Suspended Solid (TSS) and Total Dissolved Solid (TDS) (80%) from Gas Cleaning Plant (GCP) water of LD process Desalination of co*ke quenching water at HMC

The process has enabled LD#1 to become a Zero discharge unit by recycling 250 cubic meter water per hour to the main circuit. This process is horizontally applicable to LD#2, LD#3 and KPO.

Moisture reduction by 3% and alumina reduction by 0.3% in Joda classifier fines using surfactants Use of LF Slag as a Binder in briquetting and Slag former in LD converter Determination of maximum level of West Bokaro (WB) coal ash suitable for SC co*ke making and possible coal blend with that coal to produce good quality of co*ke

The pilot plant study of co*ke quenching water (5 cubic meter/hour) has been completed with the development of a new process. Implementation of this process in full scale shall promote the reuse of 200 cubic meter co*ke quenching water at HMC. Subsequently, the life of GCP of blast furnace will be enhanced. Advantage in terms of reduction in freight charges and the additional energy consumption during sintering process. Reduction in alumina in ores results in increased hot metal production with lesser slag generation. LD sludge briquettes produced by using LF slag as binder reduces the specific requirement of lump ore as coolant and lime consumption in steel making. It is techno-economical to use 55% WB clean coal having 16.8% ash content with only 10% hard co*king coal and 35% semi-soft coals in the coal blends for stamp charge co*ke making process. The aforesaid coal blend would produce desired level of co*ke Strength Reactivity (CSR) without significantly increasing the ash content of the coal blend. Hence, the overall cost of the coal blend will be much less without sacrificing on the co*ke quality and it will bring about savings in terms of cost of co*ke, thereby the cost of hot metal. Utilisation of reverts in sinter making increased from 132 to 145 Kg/t net sinter and also reduced the consumption of iron ore and solid fuel.

Mitigating the detrimental effects of increased reverts usage on sinter properties Optimisation of Burden distribution at Reduction in co*ke rate by 6-10 kg/thm Mini Blast Furnace (MBF) 2 Tata Metaliks Reduction in disturbances like hang-slip from 10/month to 2 in three months Development of non-furnace based Developed 80+ Mn grade low carbon (C