Directors' Report

To The Members,

The Board of Directors hereby present the 104^th Annual Report of
The Tinplate Company of India Limited ('Company') along with the
audited financial statements for the year ended March 31, 2023.

FINANCIAL RESULTS

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company (the 'Board') had
formulated and adopted the Dividend Distribution Policy (the
'Policy') of the Company in compliance with Regulation 43A of
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, ('Listing
Regulations'). The Policy is available on the Company's website
at https://www.tatatinplate.com/content/pdf/policies/dividend-
distribution-policy.pdf

DIVIDEND

The Board has recommended a dividend of ?3/- per fully paid-up
Equity Share (previous year : '4/- per fully paid-up Equity Share) on

10,46,67,638 Equity Shares of face value of ?10/- each for FY 2022-23.
The dividend has been recommended by the Board in line with the
guidelines laid down by the Dividend Distribution Policy and will be
paid out of the profits of the Company.

The dividend on Equity Shares is subject to the approval of the
shareholders at the forthcoming Annual General Meeting (AGM) of
the Company and if approved, the dividend would result in a cash
outflow of ^3140.03 lakh. The dividend on Equity Shares is 30% of
the paid-up value of each share. The total dividend pay-out works
out to 22% (previous year: 12%) of the net profit.

In this connection it is pertinent to mention that pursuant to the
Finance Act, 2020, dividend income is taxable in the hands of the
shareholders effective April 1, 2020 and the company is required
to deduct tax at source from dividend paid to the shareholders at
prescribed rates as per the Income Tax Act, 1961.

TRANSFER TO RESERVE

The Board of Directors have decided to retain the entire amount
of profit for the Financial Year 2022-23 in the Statement of Profit
and Loss.

CAPEX AND LIQUIDITY

During FY 2022-23 the Company had incurred a capital expenditure
of ? 8,115 lakh mostly to upgrade technology and mitigate risks
associated with obsolescence, which has been funded through
internal accruals.

The Company's liquidity position is ? 93,623 lakh as on March 31,
2023, comprising ? 78,623 lakh in cash and cash equivalent and
balance in undrawn credit lines.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the
Listing Regulations is incorporated herein by reference and forms
an integral part of this report as Annexure 1.

ECONOMIC ENVIRONMENT

Global Economy: Year 2022 has been one of the most challenging
years with heightened geopolitical and economic uncertainty.
Global economic activity witnessed sharper than expected
slowdown due to multiple headwinds such as high inflation, supply
realignments led by Russia's-Ukraine war and slowdown in Chinese
economy due to weak real estate sector. Combination of these
factors led to global GDP growth of 3.4% in 2022, significant fall
from 6.2% growth witnessed in 2021 according to the International
Monetary Fund's ('IMF') World Economic Outlook report.

According to World Steel Association, global steel consumption is
estimated at 1797 million tonnes in 2022, a decline of 2.3% y-o-y,
mainly due to ~4% decline in China's steel demand. Amongst the
top 10 steel consuming countries only India (112.7 million tonnes

growth of ~6% y-o-y), USA (99.2 million tonnes, growth of ~2% y-o-y)
and Japan (57.5 million tonnes, growth of 0.2% y-o-y) are estimated
to witness a growth during 2022.

Indian Economy: India remained a bright spot in otherwise gloomy
global economic conditions. India has very well managed the rising
inflation with a series of monetary and fiscal initiatives supported by
healthy domestic demand. With continued resilience well supported
by domestic demand, India's GDP is estimated to grow by 7% in
FY 2022-23.

India's steel industry also witnessed healthy domestic demand
in FY 2022-23 well supported by government spending on
infrastructure and strong urban consumption. India's steel
consumption is estimated to clock of growth of ~11% (y-o-y) in
FY 2022-23 with estimated demand of 117 million tonnes. This
demand would be well supported by rising crude steel production
which is estimated to be at ~125 million tonnes in FY 2022-23,
registering an increase of ~4% over last year.

Outlook for FY 2023-24: According to IMF's world economic
outlook report, global growth is projected to fall further to 2.9%
in 2023 as rise in central bank rates to fight inflation and Russia's
war in Ukraine continue to weigh on economic activity. India's GDP
growth is set to remain healthy in near future with rising share of
investments supported by continued government spending on
infrastructure and improving private investments on the back of
PLI (Production Linked Investment) scheme implementation. These
factors will lead to a growth of ~6% in FY 2023-24.

Tinplate Industry in India: In FY 2022-23, domestic demand
was 610 KT compared to 630KT in FY 2021-22. Edible oil demand
remained volatile in H1 as oil prices rose to decade high levels. Out-
of-Home consumption suffered due to high inflation, impacting
tinplate demand. The paints Industry faced challenges across Q2
and Q3 FY 2022-23 where repainting demand was affected due to
high paint prices. Reduction in cheaper non-prime tinplate imports
by 36% (89KT FY 2022-23 Vs 138KT FY 2021 -22) opened prospects for
serving underserved markets and sustaining domestic market share
at 47%. Processed food demand remained flat, due to high farm-gate
prices. Your company being the sole supplier of Tin free steel in India
could serve the rise in demand for crowns in beverages segment.

OPERATIONAL AND FINANCIAL PERFORMANCE

During FY 2022-23, the Company achieved net production of
362KT as compared to 374KT in FY 2021-22. Sales stood at 362 KT as
compared to 373 KT in FY 2021-22.

The Company's EBITDA (Earnings before interest, taxes, depreciation
and amortization) for FY 2022-23 is ? 23,842 lakh as compared to
? 52,277 lakh in FY 2021-22. Consequently, Profit after tax decreased
to ? 14,282 lakh in FY 2022-23 as compared to ? 35,291 lakh in
FY 2021-22. The decrease in profitability is due to lower realisations
and higher costs.

In FY 2022-23, Exports volumes decrease to 77 KT, as compared to
92 KT in FY 2021-22 due to Export Duty imposition. The Company
exported 21% of its produce to Middle East, Europe, parts of Africa,
South East Asia (SEA) and neighbouring countries.

Domestic sales increased to 285 KT as compared to 281 KT in
FY 2021-22 despite several challenges throughout the year.
Continued reduction in cheaper non-prime tinplate imports
opened prospects for your Company to sell more domestically.
Despite challenging business environment, due to competition
from domestic competitors, your company was able to protect its
leadership position in the domestic market with a market share
of 47%.

Furthermore, your company could successfully ramp up sales
through its distribution business to 33KT higher than FY 2021-22
(27KT) serving underserved customers and increasing market reach.
Sales of PAXEL cans also reached its highest ever 124 lakh cans
through ramp-up of our solutions business and acquiring higher
SOB with our marque edible oil customers. Sales of value-added
downstream products contributed to ~10% of domestic sales.

In FY 2021-22, the Board had approved a growth plan (the Project)
to expand the capacity at Jamshedpur from 3,79,000 tonnes to
6,79,000 tonnes involving an estimated capital expenditure of
? 2,254 crores (including interest during construction and taxes). The
Project will be financed through a combination of internal accruals
and debt. During the year, the Company obtained environmental
clearance and formally inaugurated the Project with the foundation
stone laying on 3^rd April 2023 by Chief Minister of Jharkhand.

SAFETY, HEALTH AND ENVIRONMENT

Safety & Health of the employees have assumed the highest
importance in your Company. The management is committed to
ensure 'Zero Harm' to its employees and to all persons within the
Company premises. Safety and occupational health responsibilities
are integral to the Company's business processes, as spelt out in
Company's Safety, Health and Environment Policies and Procedures.

In FY 2022-23, the Company recorded a total of 20 safety incidents,
marginally higher than that off FY 2021-22, totalling to 19 incidents.
Scope of safety was broadened with work starting on project
enablement site which has witnessed 4 Near-Miss incidents, largely
related to electrical cables. There was a reduction in Loss Time Injury
(LTI) cases to 1 in FY 2022-23 from 3 in FY 2021-22. Also, Medical
treatment injury case and Fire incident are at zero in FY 2022-23.
All the incidents have undergone detailed investigations and
recommendations have been implemented all-across to make the
workplace safer.

Unfortunately, after nearly 9 years, an incident of fatality occurred
at Electrolytic Tinning Lines (ETL) loading point no.2 on January
22, 2023 (Last Fatal incident occurred on June 12, 2014 at ETL1
Basement). In order to mitigate any risks of future occurrence, the
Company has trained private security personnel and deployed them
as traffic wardens at strategic positions inside Works. A decision was
taken to allow only those vehicles installed with rear view cameras
to enter the Works and to deploy a daily vehicle inspection checklist.

Learning from the LTI incident, which took place in May 2022,
Company installed safety curtains, access controls in SHL2 along
with camera-based surveillance systems with online monitoring and
reporting of unsafe practices across the plant and expansion project

sites. Company also deployed an Artificial intelligence-based Safety
Surveillance system in CRM for capturing and reporting violations
by workmen going closer to critical man-machine interfaces and
not wearing Personal Protection Equipment. To improve road and
transport safety, safety standards were revised, barricades and
safety wardens deployed along with installation of vehicle speed
monitoring system with escalation of violation to concerned
employee and respective Unit heads. Successful trials of artificial
intelligence cameras in forklifts and other mobile cranes to alert
operators if a workman is detected close to equipment while the
equipment is reversing. Material handling continued to remain as
one of the concerned areas with the highest share of incidences
(35%) during the year. Trials have been completed for Hands-free
communications gadgets between crane operators and signalers for
improving communication, high resolution wireless cameras at EOT
cranes to improve visibility of unsafe acts during material handling.

To improve safety competency amongst employees, training has
been initiated at Tata Steel's Suraksha Kendra and J N Tata Vocational
Training Institute (JNTVTI). Special drive was undertaken to improve
safety of our business partners (54 vendors) through third party
assessment that includes vendor star rating, safety induction
training for contract employees, general medical examination,
work at height training and vertigo test for jobs required at elevated
workplaces. To address behavioral safety issues amongst employees
'Ghar Se Ghar Tak' program was started for U level employees along
with their spouses, explaining safer behaviors starting from home
to workplace and back.

The Company continues to focus on lead indicators of safety such
as KYT (Hazards Prediction), Hands-free Operations (do not touch)
& CAUP (Commonly Accepted Unsafe Practices) initiatives through
safety kaizen and automation to ensure a safer workplace. Job Cycle
Check initiatives have been continuing to improve existing SOPs
(Standard Operating Procedures).

To give a boost to health, in FY 2022-23, we continued with wellness
at workplace program and covered 1171 employees, their health
risks were identified, and they were counselled for corrective and
preventive actions for improving health.

The Company is fully committed to minimizing the environmental
impact of its operations by implementing sustainable practices.
The major focus areas are - expansion project, water conservation
and recycling of wastewater, solid waste management, reduction
in emission / effluents, energy management and tree plantation.

TCIL has received the Consent to Operate for the existing plant
operations for next three years i.e., till December 2025. TCIL applied
for Environment Clearance in view of its current Plant operations and
expansion project for implementation of growth plan. Accordingly,
we conducted environmental impact assessment study, Public
Hearing, and multiple presentations at statutory body (SEIAA). You
will be glad to hear that we have been accorded Environmental
Clearance for a period of 10 years to achieve annual production of
one million Metric Tonnes of Tinplate in phases.

During the year we also undertook various environmental
improvement projects such as construction of additional sludge
holding tank, augmentation of ETL filter press, installation of mixed
bed systems at ETL resin-based treatment plant, replacement of old
tanks with new acid storage tanks at Pickling, sustenance of effluent
and emission performance, and plantation of 1250 nos. of saplings
in the Plant premises. In FY 2022-23, we have implemented the
second phase of the solar power project (1100 KWp) at various mill
rooftops. As on date, the Company has total Solar power generation
capacity of 1300 KWp.

Safety, Health and Environment will continue to remain as your
Company's topmost priority to ensure protection of our employees
and assets, compliance to the legal framework, improved
productivity and protecting environment for the society around us.

CORPORATE SOCIAL RESPONSIBILITY

Upholding the Tata tradition, service to the Community has been
part of the Company's commitment. The objective of our CSR
activities is to improve the quality of life of people through long term
value creation. Over the years, the Company has put in place a well-
defined process in the key thrust areas of education, employability,
skill development and health care. With the enforcement of Section
135 of the Act the Company's initiatives towards Corporate Social
Responsibility have been further reinforced. In order to adhere to
the Companies (Corporate Social Responsibility Policy) Amendment
Rules, 2021 (CSR Rules) notified by the Ministry of Corporate Affairs
the Company had further streamlined its processes and initiatives.
Brief details of the CSR Policy (the Policy) forms part of the Annual
Report on CSR activities annexed to the Directors' Report. The Policy
adopted by the Company can be viewed at https://www.tatatinplate.
com/content/pdf/policies/CorporateSocialResponsibilitvPolicv.pdf
The composition of the CSR Committee and other details of the CSR
Committee are given in Corporate Governance Report, which forms
part of this Report.

The average net profit of the Company for the last three years was
^23,553.12 lakh. As against the minimum statutory requirement
of 2% of the aforesaid amount i.e. ^471.06 lakh, the Company has
spent ^476.44 lakh during FY 2022-23. The brief outline of the CSR
policy and the CSR initiatives undertaken by the Company during
the Financial Year under review are provided in the 'Annual Report
on Corporate Social Responsibility Activities 2022-23' forming part
of this report as Annexure 2.

CORPORATE GOVERNANCE

Pursuant to the Listing Regulations, the Corporate Governance
Report along with the Certificate from a Practicing Company
Secretary, certifying compliance with conditions of Corporate
Governance, is annexed to this report as Annexure 3.

In compliance with the above regulation, the Managing Director's
declaration confirming compliance with the code of conduct has
been made part of this Annual Report.

MEETINGS OF THE BOARD AND ITS COMMITTEES
Board Meetings

During FY 2022-23, the Board of Directors of the Company met
six times. The intervening gap between the meetings was within
the limits prescribed under the Companies Act, 2013 ('Act') and
Listing Regulations. The details of the composition of the Board, its
Committees, their meetings held during the year under review and
the Directors attending the same are in the Corporate Governance
Report forming part of this Report.

Familiarization Programme for Independent Directors

The Company has adopted a policy on familiarization programme for
Independent Directors (IDs). All new IDs at the time of appointment
are issued a letter of appointment explaining their role, duties and
responsibilities as IDs of the Company. The Senior Management
team make presentations giving an overview of the industry, its
markets, operations, and all other key business factors. A policy on
familiarization programme for IDs has been adopted by the Company,
the details of which are available on the website of the Company at
http://www.tatatinplate.com/content/pdf/corporate-governance/
IndependentDirectorFamiliarizationEducationProgramme.pdf

Board Evaluation

In compliance with the provisions of the Act and Listing Regulations
the process and criteria for annual performance evaluation of the
Board, its Committees and individual Directors had been laid
down by the Nomination and Remuneration Committee ('NRC')
and the Board of Directors of the Company. In adherence to the
statutory requirement the Board of Directors has carried out an
evaluation of its own performance, its Committees and that of its
individual Directors.

Various aspects have been covered under the evaluation process
which includes Board structure and composition, frequency
of Board Meetings, participation in the long-term strategic
planning, contribution to and monitoring of corporate governance
practices and the fulfilment of Directors' obligation and fiduciary
responsibilities, including but not limited to, active participation at
the Board and Committee meetings. The above aspects are broadly
based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 05, 2017.

The performance of the Committee has been evaluated by the
Board after taking inputs from the Committee members on the basis
of criteria such as the composition of Committees, effectiveness of
Committee Meetings, etc.

The Independent Directors at their meeting, reviewed the
performance of the Board, Non-Executive Directors and Chairman.
The NRC at its meeting reviewed the performance of the Board as a
whole; and that of the individual Directors. The Board at its meeting
reviewed the performance of the Board as a whole, its Committees
and individual Directors, taking into account feedback of the NRC
and IDs which included the evaluation of the Chairman and Non¬
Independent Directors of the Company.

POLICY ON APPOINTMENT AND REMUNERATION OF
DIRECTORS, SENIOR MANAGEMENT AND OTHER DETAILS

The Board of Directors of the Company pursuant to Section 178(3)
of the Act and considering the recommendation of the NRC, has
adopted the following two policies:

a. Policy on Appointment and Removal of Directors and

b. Remuneration Policy of Directors, KMPs and other employees

The salient features governing the policy on appointment of
Directors are as follows:

i. It lays down the criteria, terms and conditions with regard
to the identification of persons who are eligible to become
Directors and Senior Management Personnel of the Company.

ii. Provides guidelines to NRC for recommending to the Board on
appointment of the appropriate candidate for the position of
Director / KMP, as the case may be.

iii. It lays down the Board membership criteria in connection
to the Company's business, ensures Board diversity and
adopt statutory standards to evaluate and determine the
independence of Directors.

The remuneration policy is governed by the following key principles:

a. Remuneration for Independent Directors and Non Independent
Non-Executive Directors: The overall remuneration should be
commensurate with the size of the Company, complexity of
the sector / industry / Company's operations and capacity
to pay the remuneration. Details of remuneration paid to
Independent Directors and Non Independent Non-Executive
Directors is disclosed in the Corporate Governance Report
which is a part of this report.

b. Remuneration paid to Managing Director/Executive Director/
KMP/ rest of the employees: The extent of the overall
remuneration should be sufficient to attract and retain
talented and qualified individuals suitable for the role. Hence
remuneration should be market competitive, driven by the
role to be played by the individual, reflective of the size of the
Company and its complexity, consistent with recognized best
practices and aligned to regulatory requirements.

The details of the two policies namely are available on the Company's
website at http://www.tatatinplate.com/content/pdf/policies/
appointment-removal-policy.pdf and http://www.tatatinplate.
com/content/pdf/policies/remuneration-policy.pdf respectively.
During the year under review there has been no change in these
two policies.

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 ('Rules') are annexed to this report as Annexure 4.

In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Rules, 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 this Report. Further,
the report and the annual accounts are being sent to the Members
excluding the aforesaid statement. In terms of Section 136 of the
Act, the said statement will be open for inspection upon request by
the Members. Any Member interested in obtaining such particulars
may write to the Company Secretary at company.secretariat@
tatatinplate.com

DIRECTORS

The year under review saw the following changes to the Board of
Directors ('Board') of the Company:

Inductions to the Board

Based on the recommendations of the NRC and in terms of the
provisions of the Companies Act, 2013, the Board on March 30,
2023, appointed Mr. Krishnava Dutt (DIN: 02792753) as an Additional
Director of the Company, with immediate effect. Further, based
on the recommendations of the NRC and subject to the approval
of the Members, the Board, in accordance with the provisions of
Section 149 read with Schedule IV to the Act and applicable Listing
Regulations, appointed Mr. Dutt as an Independent Director of the
Company, not liable to retire by rotation, for a period of five years
commencing from March 30, 2023 through March 29, 2028. Mr. Dutt
fulfills the criteria under Regulation 16(1)(b) and Regulation 25(8) of
Listing Regulation. In the opinion of the Board, Mr. Dutt is a person
of integrity and brings to the Board his extensive knowledge and
experience in the field of law and regulatory matters, strategy,
finance, accounts, governance and government/regulatory affairs.

Based on the recommendations of the NRC and in terms of the
provisions of the Companies Act, 2013, the Board on April 1, 2023,
appointed Mr. Prabhat Kumar (DIN: 08263070) as an Additional
Director (Non-Executive) of the Company with immediate effect.

Reappointment of Director retiring by rotation

As per the provisions of the Act, Ms. Atrayee Sanyal (DIN: 07011659),
Director of the Company, retires at the ensuing AGM and being
eligible, seeks re-appointment. The necessary resolution for re¬
appointment of Ms. Sanyal forms part of the Notice convening the
ensuing AGM. The profile and particulars of experience, attributes
and skills that qualify Ms Sanyal for Board membership, are disclosed
in the said Notice.

Cessation

As per the terms of appointment and the retirement policy of the
Company, Mr B N Samal ( DIN 00429902) Independent Director had
retired from the Board on March 3, 2023.

Further, Mr Rajeev Singhal (DIN 02719570) Non-Executive Director
of the Company resigned from Board of Directors of the Company
with effect from March 31, 2023.

The Board would like to place on record their sincere appreciation
for Mr. Samal's and Mr. Singhal's guidance to the company during
their tenure on the Board.

INDEPENDENT DIRECTORS' DECLARATION

The Company has received the necessary declaration from each
ID in accordance with Section 149(7) of the Act and Regulations
16(1)(b) and 25(8) of the Listing Regulations. The said declaration
confirms that the IDs meet the criteria of independence as laid
down under Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations.

In the opinion of the Board, there has been no change in the
circumstances which may affect their status as IDs of the Company
and the Board is satisfied of the integrity, expertise and experience
(including proficiency in terms of Section 150(1) of the Act and
applicable rules thereunder) of all IDs on the Board. Further, the
IDs of the Company have undertaken requisite steps towards the
inclusion of their names in the data bank of IDs maintained with
The Indian Institute of Corporate Affairs in adherence to Section 150
read with Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel (KMP) of the Company as on the date of this
report are as below :

i. Mr. R N Murthy - Managing Director

ii. Mr. Rajeev Kumar Choudhary - Chief Financial Officer

iii. Mr. Kaushik Seal - Company Secretary

During the year under review, there has been no change in the Key
Managerial Personnel of the Company except as mentioned below:

Mr. Sourabh Agarwal ceased to be the Chief Financial Officer of
the Company with effect from the close of business hours of May
31, 2022.

Mr. Rajeev Kumar Choudhary was appointed as the Chief Financial
Officer of the Company effective June 1, 2022.

COMMITTEES
Audit Committee

The Audit Committee (the 'Committee') primarily monitors
and provide effective supervision to 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 has adopted Charter for its functioning.
There has been no instances during the year when the Board has not
accepted any recommendations of the Committee.

As on the date of this Report, the Committee comprises of
Dr. Sougata Ray, as Chairman and Ms. Atrayee Sanyal, Mr. Shashi
Kant Maudgal and Mr. Krishnava Dutt as Members.

The Committee met nine times during the year. The details of which
including the terms of reference of the Committee, number and
dates of meetings held and attendance of Directors during the year
are provided in the Corporate Governance Report forming part of
this Report.

Other Committees

The details of other Committees in respect of their composition,
duties and other detail are given in the Corporate Governance
Report which forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors, based on the framework of internal financial
controls, compliance system established and maintained by the
Company, work performed by the internal, statutory, cost and
secretarial auditors including audit of internal financial controls
over financial reporting by the statutory auditors and the reviews
performed by Management and the relevant Board Committees,
including the Audit Committee, is of the opinion that the Company's
internal financial controls were adequate and effective during
FY 2022-23.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013,
the Board of Directors, to the best of its knowledge and ability
confirms that:

i. i n the preparation of the annual accounts, the applicable
accounting standards have been followed and that there were
no material departures;

ii. they have selected such accounting policies and applied
them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial
year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care 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;

iv. they have prepared the annual accounts on a going
concern basis;

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

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

INTERNAL CONTROL SYSTEMS

The Company's internal control systems commensurate with the
nature of its business, the size, and the complexity of its operations
and such internal financial controls with reference to the Financial
statements are adequate. The details of the Internal Financial

Controls of the Company forms part of Management Discussion
and Analysis forming part of this Report .

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Board of Directors of the Company have adopted a Vigil
Mechanism comprising of two policies viz. Whistle Blower Policy
for Directors and Employees and Whistle Blower Policy for Vendors/
Customers of the Company. Whistle Blower Policy provides a formal
mechanism for Directors, employees and vendors of the Company
to approach the Ethics Counsellor/ Chairman, Audit Committee
to report concerns about unethical, actual or suspected fraud or
violation of Company's code of conduct or ethics. During the year
under review, nine ethical concerns were dealt with and closed. The
mechanism ensures that the activities of the Company are conducted
in a fair and transparent manner. The said policy is available at the
Company's website at http://www.tatatinplate.com/content/pdf/
policies/vigil-policv.pdf. The Anti-Bribery and Anti-Corruption
('ABAC') Policy, and Anti-Money Laundering ('AML') Policy were also
adopted by the Company. Both ABAC and AML policies are available
at https://www.tatatinplate.com/content/pdf/policies/anti-bribery-
anti-corruption.pdf and https://www.tatatinplate.com/content/pdf/
policies/anti-money-laundering-policy.pdf respectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company did not give any loans, directly or indirectly to any
person (other than to employees) or to other body corporates, nor
did it give any guarantee or provide any security in connection with
a loan to any other body corporate or person during FY 2022-23.
The Company has certain long term non-current investments, as
detailed under Note 6 to the 'Notes to the Financial Statements';
such investments are in compliance with Section 186 of the Act. The
loans provided to employees are also in compliance with Section
186 of the Act.

RELATED PARTY TRANSACTIONS

In compliance with the provisions of the Act and the Listing
Regulations all related party transactions entered into by the
Company during FY 2022-23 were placed before the Audit
Committee for approval. The related party transactions entered into
by the Company during the said financial year were at arm's length
and in the ordinary course of business and hence do not fall under
the ambit of Section 188(1) of the Act. Prior omnibus approval was
obtained from the Audit Committee for related party transactions
which were of repetitive nature, entered in the ordinary course
of business and were at arm's length basis. Material related party
transaction entered into by the Company during FY 2022-23 had
shareholders' approval in adherence to the Listing Regulations. The
Company did not enter into any materially significant related party
transaction that may have conflict with the interest of the Company.
The information pertaining to related parties pursuant to Section
134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 are provided in Form AOC-2 as Annexure 5 of this Report.

The Company in adherence to the Listing Regulation had identified
related party transactions relating to FY 2023-24 which requires

shareholders' prior approval. The resolution relating to such related
party transactions forms part ofthe Postal Ballot Notice dated March
19, 2023 for seeking shareholders approval.

The policy on Related Party Transaction as approved by the Board
is displayed on the website of the Company at https://www.
tatatinplate.com/content/pdf/policies/related-party-transaction.
pdf. The details of all related party transactions entered into by
the Company are disclosed in the notes to the financial statements
forming part of this Annual Report.

RISK MANAGEMENT

The Company's Risk Management Policy has helped in development
of an ERM (Enterprise Risk Management) framework. The ERM
framework supports in identifying the enterprise level risk and in
development of mitigation strategies. The focus of the framework
is to ensure the timely identification and mitigation of the risks.
The formulation of the risk management system is covered in the
Management Discussion and Analysis section which forms a part
of this report. Many risks and uncertainties exist in a Company's
operating environment and continuously emerge on regular basis.
As per the laid guidelines, in the year 2022-23, the Risk Management
Committee of the Board reviewed the risks along with the plans to
mitigate them. The details of the Committee and other details are
provided in the Corporate Governance Report forming part of the
Report. The Risk Management Policy of the Company is available in
the Company's website at https://www.tatatinplate.com/content/
pdf/policies/Risk-Management-Policy.pdf

DEPOSITS

During the year under review, the Company has not accepted any
deposits from public in terms of the Act, nor does the Company
has any amount outstanding on account of principal or interest on
deposits from public as on the Balance Sheet date under Section 73
of the Act, read with Companies (Acceptance of Deposit) Rules, 2014.

AMALGAMATION OF THE TINPLATE COMPANY OF INDIA
LIMITED INTO AND WITH TATA STEEL LIMITED

The Board of Directors of the Company, at its meeting held on
September 22, 2022, approved the Scheme of Amalgamation of
The Tinplate Company of India Limited, into and with its parent
company, Tata Steel Limited (TSL) ('Scheme'). The Company is a
listed subsidiary of TSL. The Board has recommended a share
exchange ratio of 33 fully paid-up equity shares of nominal value of
?1/- each of TSL for every 10 fully paid-up equity shares of nominal
value of ?10/- each held by the public shareholders of the Company.
As part of the Scheme, the equity shareholding held by TSL in the
Company shall stand cancelled. The Company has filed the first
motion application with Hon'ble National Company Law Tribunal,
Kolkata Bench for necessary directions, upon receipt of observation
letters dated March 31, 2023 from the National Stock Exchange of
India Limited and BSE Limited respectively. The amalgamation is
subject to approval from the shareholders and other regulatory/
governmental authorities.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material order were passed by the regulators
or courts or tribunals during the Financial Year which would have
impacted the going concern status of the Company and its future
operations. However, Members' attention is drawn to the statement
on contingent liabilities, commitments in the notes forming part of
the Financial Statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In compliance with Section 134(3)(m) of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014, the particulars of Conservation of
Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo have been attached as Annexure 6 to this Report.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at
workplace and has adopted Sexual Harassment (Prevention) Policy
for prevention, prohibition and redressal of sexual harassment
at workplace and has duly constituted an Internal Complaints
Committee in line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (POSH) and the Rules thereunder. During FY 2022-23, the
Company did not receive any complaint related to sexual harassment.

AUDITORS
Statutory Auditors

The Shareholders at the 98^th Annual General Meeting of the
Company held on July 25, 2017, approved the appointment of Price
Waterhouse & Co. Chartered Accountants LLP, (Firm Registration No.
304026E /E300009) [Price Waterhouse], Chartered Accountants, as the
Statutory Auditors of the Company. Further, the Shareholders at the
103^rd Annual General Meeting of the Company held on July 4, 2022,
approved the re-appointment of Price Waterhouse for a second term
of five years commencing the conclusion of 103^rd AGM held on July
4, 2022 until the conclusion of the 108^th AGM of the Company to be
held in the year 2027.

The report of the Statutory Auditor forms part of this Annual
Report 2022-23. The said report does not contain any qualification,
reservation, adverse remark or disclaimer.

Cost Auditors

In terms of Section 148 of the Act as amended from time to time, the
Company is required to maintain cost records and conduct audit of
its cost records conducted by a Cost Accountant. The cost records
are prepared and maintained by the Company as required under
Section 148(1) of the Act.

The Board of Directors of the Company has, on the recommendation
of the Audit Committee has approved the appointment of
M/s. Shome & Banerjee (Firm Registration No. 000001), as the

cost auditors of the Company for the year ended March 31, 2024.
M/s. Shome & Banerjee have vast experience in the field of cost
audit and have been conducting the audit of the cost records of
the Company for the past several years.

Pursuant to Section 148 of the Act read with Rule 14 of Companies
(Audit and Auditors) Rules, 2014, as amended, the remuneration
of ?2 lakh per annum plus applicable taxes and reimbursement of
out-of-pocket, living and travelling expenses payable to the Cost
Auditors for conducting cost audit of the Company for FY 2023-24
as recommended by the Audit Committee and approved by the
Board has to be ratified by the Members of the Company. The same
is placed for ratification of Members and forms part of the Notice
of the AGM.

The Cost Audit Report of the Company for the Financial Year ended
March 31, 2022, was filed by the Company in XBRL mode, within the
due date.

Secretarial Auditor

Section 204 of the Act requires every listed company to annex to its
Board's report, a Secretarial Audit Report, given in the prescribed
form, by a Company Secretary in practice.

The Board of Directors of the Company, had appointed Mr. A K
Labh, Practicing Company Secretary (FCS - 4848 / CP-3238) of M/s
A K Labh & Co., Company Secretaries, as the Secretarial Auditor to
conduct secretarial audit of the Company for FY 2022-23. The Report
of Secretarial Auditor for FY 2022-23 is annexed to this report as
Annexure 7. The Secretarial Auditors' Report does not contain any
qualifications, observations or adverse remarks or disclaimer.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors, Cost Auditors
and Secretarial Auditors have not reported any instances of frauds
committed in the Company, by its officers or employees to the
Audit Committee as specified under Section 143(12) of the Act and
hence, no detail is required to be disclosed under Section 134(3)
(ca) of the Act.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In accordance with Regulation 34(2)(f) of the Listing Regulations,
the Securities and Exchange Board of India ('SEBI'), in May, 2021,
introduced new sustainability related reporting requirements to
be reported in the specific format of Business Responsibility and
Sustainability Report ('BRSR'). BRSR is a notable departure from the
existing Business Responsibility Report ('BRR') and a significant step
towards giving platform to the companies to report the initiatives
taken by them in areas of Environment, Social and Governance.
Further, SEBI has mandated top 1,000 listed companies, based on
market capitalization, to transition to BRSR from FY2022-23 onwards.
Accordingly, BRSR forms part of this report as Annexure 8.

ANNUAL RETURN

In compliance with Section 92(3) and Section 134(3)(a) of the
Act read with Companies (Management and Administration)
Amendment Rules, 2020, the Annual Return for FY 2022-23 in the
prescribed format has been placed at the Company's website at
https://www.tatatinplate.com/content/pdf/annual-report/annual-
return-mgt7-31032023.pdf

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance
with the provisions of all applicable Secretarial Standards issued by
The Institute of Company Secretaries of India and that such systems
are adequate and operating effectively.

OTHER DISCLOSURES

a) No material changes and commitments affecting the financial
position of the Company have occurred between the end
of the financial year of the Company to which the financial
statements relate and the date of the report.

b) The Company has not initiated any proceedings, nor any
proceeding is pending against the Company under the
Insolvency and Bankruptcy Code, 201 (31 of 2016) during
FY 2022-23.

c) Directors state that no disclosure or reporting is required with
respect to the following items as there were no transactions
related to these items during the year under review:

1. I ssue of equity shares with differential rights as to
dividend, voting or otherwise.

2. Issue of sweat equity shares.

3. Provision of money for purchase of its own shares by
employees or by trustees for the benefit of employees.

d) There was no change in the nature of the business of the
Company during FY 2022-23 nor in the Capital Structure of
the Company. The Company does not have any subsidiary or
joint venture or associate company.

ACKNOWLEDGEMENT

The Directors place on record their appreciation for Senior
Leadership Team and all the employees of the Company for their
efforts and contribution to the Company's performance.

The recognized Unions at Jamshedpur and Kolkata have cooperated
in an exemplary manner towards achieving the objectives of
your Company.

The Directors would also like to thank the shareholders, customers,
suppliers, bankers, financial institutions, Central and State
Government agencies and all other stakeholders for their trust and
continuous support to the Company.

On behalf of the Board of Directors
Koushik Chatterjee

Place: Mumbai Chairman

Kolkata, April 27, 2023 (DIN: 00004989)