CII Safety Award - TRL Krosaki Refractories LimitedTata Steel-Jamshedpur ESSAR-Hazira...

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CII Safety Award

Tata Steel-Jamshedpur ESSAR-Hazira Tata Steel-Kalinganagar JSW-Toranagallu

Award Received at Customers' Sites

Greentech Gold Award

Fifty Ninth Annual Report 2017 -18

TRL

Cash Flow Statement .............................................................................................................53

Statement of Profit & Loss .....................................................................................................51

Balance Sheet ........................................................................................................................50

Route Map to the AGM Venue ..............................................................................................119

Principles of Consolidation .....................................................................................................99

Consolidated Cash Flow ........................................................................................................89

Consolidated Profit & Loss .....................................................................................................87

Consolidated Balance Sheet...................................................................................................86

Independent Auditors' Report on Consolidated Financial Statements ...................................82

Consolidated Financial Statement

Accounting Policies ................................................................................................................64

Annexure to the Auditors' Report ...........................................................................................46

Independent Auditors' Report ................................................................................................44

Standalone Financial Statement

Corporate Governance Report ...............................................................................................36

Management Discussion and Analysis ..................................................................................34

Directors' Report .....................................................................................................................12

Highlights ................................................................................................................................11

Notice ......................................................................................................................................3

Board of Directors .....................................................................................................................2

Contents

2

Board of Directors(As on 24th April, 2018)

Dy. G.M. & Company Secretary Mr. Arabinda Debta

Cost Auditors M/s JUP & Associates Cost Accountants Kolkata

Secretarial Auditors M/s Ashok Kumar Mishra Practicing Company Secretary Bhubaneswar

Auditors BSR & Co. LLP Chartered Accountants Kolkata

HDFC Bank Limited

Mizuho Bank Limited

State Bank of India

Principal Bankers Central Bank of India

Registered Office Belpahar- 768218 Dist: Jharsuguda (Odisha) Phone No.: 06645-258417 Fax: 06645-250254

Mr. H. Nagata Sr. Vice President (Technical Support Services)

Mr. M. V. Rao Sr. Vice President (Finance) & CFO

Mr. S. Sengupta Sr. Vice President (Domestic Sales & Services)

Mr. H. Sehgal Sr. Vice President (Operations)

Mr. Koji Tsuyuguchi Executive Vice President (Technology)

Senior Executives

Mr. H. P. Singh

Mr. A. K. Rath

Mr. Hisatake Okumura

Mr. Takeshi Yoshida

Mr. Junuchi Sakane

Mr. Sadayoshi Tateishi

Mr. Toshikazu Takasu

Mr. Kiyotaka Oshikawa

Mr. Kotaro Kuroda

Mr. Sudhir Krishnaji Joshi Independent Director

Sunanda Lahiri Independent Director

Mr. Sudhansu Pathak

Mr. V. S. N. Murty

Mr.P. B. Panda Managing Director

Mr. H. M. Nerurkar Chairman

Fifty Ninth Annual Report 2017 -18TRL

3


TRL

NOTICENotice is hereby given that the 59th Annual General Meeting of TRL Krosaki Refractories Limited will be held on Tuesday, 18th September, 2018, at 12:00 Noon IST at the Registered Office at Belpahar, Dist: Jharsuguda, Odisha 768218, to transact the following business:

ORDINARY BUSINESS:

Item No. 1 - Adoption of Audited Standalone Financial Statements

To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2018 and the Reports of the Board of Directors and the Auditors thereon.

Item No. 2 - Adoption of Audited Consolidated Financial Statements

To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2018 and the Report of the Auditors thereon.

Item No. 3 - Declaration of Dividend

To declare dividend of 6.60 per equity share of 10 each for the Financial Year 2017-18.

Item No. 4 - Appointment of a Director

To appoint a director in place of Mr. Toshikazu Takasu, (DIN: 07119176), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and, being eligible, seeks re-appointment.


To appoint a director in place of Mr. Sadayoshi Tateishi, (DIN: 03119411), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and, being eligible, seeks re-appointment.


To appoint a director in place of Mr. V. S. N. Murty, (DIN: 00092348),who retires by rotation in terms of section 152(6) of the Companies Act,2013 and, being eligible, seeks re-appointment.


To appoint a director in place of Mr. Kotaro Kuroda, (DIN: 03140089), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and, being eligible, seeks re-appointment.

SPECIAL BUSINESS:

Item No. 8 - Re-appointment of Mr. P.B.Panda (DIN: 07048273) as Managing Director

To Consider and if thought fit, to pass with or without modification (s), the following Resolution (s) as Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, read along with Schedule V of the Companies Act, 2013, as amended ('the Act'), and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, and Article 202, 203, and 204 of the Article of Association, the consent of the Company be and is hereby accorded to the re-appointment and terms of remuneration of Mr. P. B. Panda (DIN:07048273) as Managing Director of the Company for a further period from January 1, 2018 to April 3, 2020 upon the terms and conditions set out in the Explanatory Statement annexed to the Notice convening the 59th Annual General Meeting, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during his said tenure within the overall limits of Section 197 of the Act with liberty to the Board of Directors (the 'Board' which term includes a duly constituted Committee of the Board of Directors) to alter and vary the terms and conditions of the said re-appointment as it may deem fit and in such manner as may be agreed to between the Board and Managing Director.

RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution”.

Item No. 9 - Appointment of Mr. Hisatake Okumura as a Director

To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED THAT Mr. Hisatake Okumura (DIN: 05130777) who was appointed as an Additional Director of the Company by

2

Board of Directors(As on 24th April, 2018)

Dy. G.M. & Company Secretary Mr. Arabinda Debta

Cost Auditors M/s JUP & Associates Cost Accountants Kolkata

Secretarial Auditors M/s Ashok Kumar Mishra Practicing Company Secretary Bhubaneswar

Auditors BSR & Co. LLP Chartered Accountants Kolkata

HDFC Bank Limited

Mizuho Bank Limited

State Bank of India

Principal Bankers Central Bank of India

Registered Office Belpahar- 768218 Dist: Jharsuguda (Odisha) Phone No.: 06645-258417 Fax: 06645-250254

Mr. H. Nagata Sr. Vice President (Technical Support Services)

Mr. M. V. Rao Sr. Vice President (Finance) & CFO

Mr. S. Sengupta Sr. Vice President (Domestic Sales & Services)

Mr. H. Sehgal Sr. Vice President (Operations)

Mr. Koji Tsuyuguchi Executive Vice President (Technology)

Senior Executives

Mr. H. P. Singh

Mr. A. K. Rath

Mr. Hisatake Okumura

Mr. Takeshi Yoshida

Mr. Junuchi Sakane




Mr. Kotaro Kuroda

Mr. Sudhir Krishnaji Joshi Independent Director

Sunanda Lahiri Independent Director

Mr. Sudhansu Pathak

Mr. V. S. N. Murty

Mr.P. B. Panda Managing Director

Mr. H. M. Nerurkar Chairman


3


TRL

NOTICENotice is hereby given that the 59th Annual General Meeting of TRL Krosaki Refractories Limited will be held on Tuesday, 18th September, 2018, at 12:00 Noon IST at the Registered Office at Belpahar, Dist: Jharsuguda, Odisha 768218, to transact the following business:

ORDINARY BUSINESS:

Item No. 1 - Adoption of Audited Standalone Financial Statements

To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2018 and the Reports of the Board of Directors and the Auditors thereon.

Item No. 2 - Adoption of Audited Consolidated Financial Statements

To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2018 and the Report of the Auditors thereon.

Item No. 3 - Declaration of Dividend

To declare dividend of 6.60 per equity share of 10 each for the Financial Year 2017-18.


To appoint a director in place of Mr. Toshikazu Takasu, (DIN: 07119176), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and, being eligible, seeks re-appointment.


To appoint a director in place of Mr. Sadayoshi Tateishi, (DIN: 03119411), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and, being eligible, seeks re-appointment.


To appoint a director in place of Mr. V. S. N. Murty, (DIN: 00092348),who retires by rotation in terms of section 152(6) of the Companies Act,2013 and, being eligible, seeks re-appointment.


To appoint a director in place of Mr. Kotaro Kuroda, (DIN: 03140089), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and, being eligible, seeks re-appointment.

SPECIAL BUSINESS:

Item No. 8 - Re-appointment of Mr. P.B.Panda (DIN: 07048273) as Managing Director

To Consider and if thought fit, to pass with or without modification (s), the following Resolution (s) as Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, read along with Schedule V of the Companies Act, 2013, as amended ('the Act'), and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, and Article 202, 203, and 204 of the Article of Association, the consent of the Company be and is hereby accorded to the re-appointment and terms of remuneration of Mr. P. B. Panda (DIN:07048273) as Managing Director of the Company for a further period from January 1, 2018 to April 3, 2020 upon the terms and conditions set out in the Explanatory Statement annexed to the Notice convening the 59th Annual General Meeting, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during his said tenure within the overall limits of Section 197 of the Act with liberty to the Board of Directors (the 'Board' which term includes a duly constituted Committee of the Board of Directors) to alter and vary the terms and conditions of the said re-appointment as it may deem fit and in such manner as may be agreed to between the Board and Managing Director.

RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution”.

Item No. 9 - Appointment of Mr. Hisatake Okumura as a Director


“RESOLVED THAT Mr. Hisatake Okumura (DIN: 05130777) who was appointed as an Additional Director of the Company by

4

NOTES:

(a) Additional information, pursuant to Secretarial Standard on General Meetings in respect of Director seeking re-appointment at the Annual General Meeting is furnished as annexure to the Notice.

(b) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE IN THE MEETING INSTEAD OF HIMSELF/HERSELF, AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

(c) Members are requested to note that a person can act as a proxy on behalf of Members not exceeding 50 in number and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A Member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder.

(f) In case of joint holders attending the Meeting, only such joint holders who are higher in the order of the names will be entitled to vote.

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, including any amendment, modification or variation thereof,

the Company hereby ratifies the remuneration of 1,10,000.00 plus out-of-pocket expenses incurred in connection with the

audit payable to JUP & Associates, Cost Accountants (Firm Registration Number - 000435) who have been appointed by the Board of Directors on the recommendation of the Audit Committee, as the Cost Auditors of the Company, to conduct the audit of the cost records of the company as prescribed under the Companies (Cost Records and Audit) Rules 2014, for the Financial Year ending March 31, 2018.

RESOLVED FURTHER THAT the Board of Directors (which term includes a duly constituted Committee of the Board of Directors) be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable and expedient for giving effect to this Resolution and / or otherwise considered by them to be in the best interest of the Company.”

l In respect of Equity shares held in physical form, to all those Members whose names appear in the Company's

(g) Members/proxies/authorized representatives are requested to bring the duly filled Attendance Slip enclosed herewith to attend the meeting.

(h) If dividend on Equity Shares as recommended by the Board of Directors is approved at the meeting, payment of such dividend will be made on and from September 21, 2018 as under :

(d) The instrument of proxy, in order to be effective, must be received at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting. A Proxy Form is annexed to this Notice. Proxies submitted on behalf of limited companies, societies, etc. must be supported by an appropriate resolution or authority as applicable.

(e) Corporate members intending to send their authorized representatives to attend the meeting are requested to send a certified copy of the Board Resolution to the Company, authorizing their representative to attend and vote on their behalf at the meeting.

the Board of Directors with effect from 1st April, 2018 and who holds office upto the date of Annual General Meeting in terms of Section 161(1) of the Companies Act, 2013 (the Act) and Article 155 of the Articles of Association of the Company and who is eligible for re-appointment and in respect of whom the Nomination and Remuneration Committee of the Board of Directors has recommended his appointment to the office of Director under the provision of Section 160 of the Companies Act, 2013, be and is hereby appointed as a Director of the Company”.

Item No.10 - Appointment of Mr. Takeshi Yoshida as a Director


“RESOLVED THAT Mr. Takeshi Yoshida (DIN:03514462) who was appointed as an Additional Director of the Company by the Board of Directors with effect from 1st April, 2018 and who holds office upto the date of Annual General Meeting in terms of Section 161(1) of the Companies Act, 2013 (the Act) and Article 155 of the Articles of Association of the Company and who is eligible for re-appointment and in respect of whom the Nomination and Remuneration Committee of the Board of Directors has recommended his appointment to the office of Director under the provision of Section 160 of the Companies Act, 2013, be and is hereby appointed as a Director of the Company”.

Item No. 11 - Ratification of Remuneration of Cost Auditors



5

TRL

Members are requested to provide Bank details to facilitate payment of dividend, etc., either in electronic mode or for printing on the payment instruments.

Registered Office :Po: Belpahar, Dist. Jharsuguda, Odisha, Pin: 768218CIN: U26921OR1958PLC000349Website: www.trlkrosaki.com, Email : [email protected]

sd/- ARABINDA DEBTAMumbai Dy. GM & Company Secretary12th June, 2018 (FCS : 6546)

By Order of the Board of Directors

The format of the Register of Members prescribed by the Ministry of Corporate Affairs under the Companies Act, 2013 requires the Company/Registrars and Transfer Agents to record additional details of Members, including their PAN details, email address, bank details for payment of dividend, etc. A form for capturing the additional details is appended in the Annual Report. Members holding shares in physical form are requested to submit the filled in form to the Company and Members holding shares in electronic form are requested to submit the details to their respective Depository Participants.

Updating of Members’ Details:

To support the 'Green Initiative' the Members who have not registered their e-mail addresses are requested to register the same with the Depository.

(m) Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risk associated with physical shares for ease of portfolio management. Members can contact the Company or Depository.

The Ministry of Corporate Affairs (“MCA”) on May 10, 2012 notified the Investor Education and Protection Fund (Uploading of information regarding Unpaid and Unclaimed amounts lying with Companies) Rules, 2012 (“IEPF Rules”), which is applicable to the Company. The objective of the IEPF Rules is to help the shareholders ascertain status of the unclaimed amounts and overcome the problems due to misplacement of intimation thereof by post, etc. in terms of the said IEPF Rules, the Company has uploaded the information in respect of the Unclaimed Dividend, as on the date of last AGM i.e. June 28, 2017, on the website of the IEPF viz. www.iepf.gov.in and under 'Investors' section on the website of the Company viz. www.trlkrosaki.com.

(l) Pursuant to Section 205C of the Companies Act, 1956, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the date of its transfer to the Unpaid Dividend Account of the Company shall be transferred to the Investor Education and Protection Fund (IEPF) set up by the Government of India. Accordingly, the Company has transferred to the IEPF all unclaimed/ unpaid dividends in respect of the Financial year up to 2009-10. Members who have not yet encashed their dividend warrant(s) for the financial year ended 31st March, 2011 onwards, are requested to make their claims to the Company, without any delay. It may be noted that the unclaimed dividend for the Financial Year 2010-11 can be claimed by the shareholders by October 1, 2018. Member's attention is particularly drawn to the “Corporate Governance” section of Information to Investors in respect of unclaimed dividend.

(k) As per the provisions of the Companies Act, 2013, facility for making nominations is available to the members in respect of the shares held by them. Nomination forms can be obtained from the Company by Members holding shares in physical form. Members holding shares in electronic form may obtain Nomination forms from their respective Depository Participant.

(i) Relevant documents referred to in the Notice and the accompanying Statement are open for inspection by Members at the Registered Office of the Company during business hours on all working days, up to the date of the Meeting.

(j) Members desiring any information as regards the Accounts are requested to write to the Company at an early date so as to enable the Management to keep the information ready at the Meeting.

l In respect of Equity Shares held in electronic form, to all beneficial owners of the shares, as per details furnished by the Depositories for this purpose, as of the close of business hours on Monday, September 17, 2018.

Register of Members after giving effect to valid transfers in respect of transfer requests lodged with the Company on or before the close of business hours on Monday, September 17, 2018.

4

NOTES:

(a) Additional information, pursuant to Secretarial Standard on General Meetings in respect of Director seeking re-appointment at the Annual General Meeting is furnished as annexure to the Notice.

(b) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE IN THE MEETING INSTEAD OF HIMSELF/HERSELF, AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

(c) Members are requested to note that a person can act as a proxy on behalf of Members not exceeding 50 in number and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A Member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder.

(f) In case of joint holders attending the Meeting, only such joint holders who are higher in the order of the names will be entitled to vote.

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, including any amendment, modification or variation thereof,

the Company hereby ratifies the remuneration of 1,10,000.00 plus out-of-pocket expenses incurred in connection with the

audit payable to JUP & Associates, Cost Accountants (Firm Registration Number - 000435) who have been appointed by the Board of Directors on the recommendation of the Audit Committee, as the Cost Auditors of the Company, to conduct the audit of the cost records of the company as prescribed under the Companies (Cost Records and Audit) Rules 2014, for the Financial Year ending March 31, 2018.

RESOLVED FURTHER THAT the Board of Directors (which term includes a duly constituted Committee of the Board of Directors) be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable and expedient for giving effect to this Resolution and / or otherwise considered by them to be in the best interest of the Company.”

l In respect of Equity shares held in physical form, to all those Members whose names appear in the Company's

(g) Members/proxies/authorized representatives are requested to bring the duly filled Attendance Slip enclosed herewith to attend the meeting.

(h) If dividend on Equity Shares as recommended by the Board of Directors is approved at the meeting, payment of such dividend will be made on and from September 21, 2018 as under :

(d) The instrument of proxy, in order to be effective, must be received at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting. A Proxy Form is annexed to this Notice. Proxies submitted on behalf of limited companies, societies, etc. must be supported by an appropriate resolution or authority as applicable.

(e) Corporate members intending to send their authorized representatives to attend the meeting are requested to send a certified copy of the Board Resolution to the Company, authorizing their representative to attend and vote on their behalf at the meeting.

the Board of Directors with effect from 1st April, 2018 and who holds office upto the date of Annual General Meeting in terms of Section 161(1) of the Companies Act, 2013 (the Act) and Article 155 of the Articles of Association of the Company and who is eligible for re-appointment and in respect of whom the Nomination and Remuneration Committee of the Board of Directors has recommended his appointment to the office of Director under the provision of Section 160 of the Companies Act, 2013, be and is hereby appointed as a Director of the Company”.

Item No.10 - Appointment of Mr. Takeshi Yoshida as a Director


“RESOLVED THAT Mr. Takeshi Yoshida (DIN:03514462) who was appointed as an Additional Director of the Company by the Board of Directors with effect from 1st April, 2018 and who holds office upto the date of Annual General Meeting in terms of Section 161(1) of the Companies Act, 2013 (the Act) and Article 155 of the Articles of Association of the Company and who is eligible for re-appointment and in respect of whom the Nomination and Remuneration Committee of the Board of Directors has recommended his appointment to the office of Director under the provision of Section 160 of the Companies Act, 2013, be and is hereby appointed as a Director of the Company”.

Item No. 11 - Ratification of Remuneration of Cost Auditors



5

TRL

Members are requested to provide Bank details to facilitate payment of dividend, etc., either in electronic mode or for printing on the payment instruments.

Registered Office :Po: Belpahar, Dist. Jharsuguda, Odisha, Pin: 768218CIN: U26921OR1958PLC000349Website: www.trlkrosaki.com, Email : [email protected]



The format of the Register of Members prescribed by the Ministry of Corporate Affairs under the Companies Act, 2013 requires the Company/Registrars and Transfer Agents to record additional details of Members, including their PAN details, email address, bank details for payment of dividend, etc. A form for capturing the additional details is appended in the Annual Report. Members holding shares in physical form are requested to submit the filled in form to the Company and Members holding shares in electronic form are requested to submit the details to their respective Depository Participants.

Updating of Members’ Details:

To support the 'Green Initiative' the Members who have not registered their e-mail addresses are requested to register the same with the Depository.

(m) Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risk associated with physical shares for ease of portfolio management. Members can contact the Company or Depository.

The Ministry of Corporate Affairs (“MCA”) on May 10, 2012 notified the Investor Education and Protection Fund (Uploading of information regarding Unpaid and Unclaimed amounts lying with Companies) Rules, 2012 (“IEPF Rules”), which is applicable to the Company. The objective of the IEPF Rules is to help the shareholders ascertain status of the unclaimed amounts and overcome the problems due to misplacement of intimation thereof by post, etc. in terms of the said IEPF Rules, the Company has uploaded the information in respect of the Unclaimed Dividend, as on the date of last AGM i.e. June 28, 2017, on the website of the IEPF viz. www.iepf.gov.in and under 'Investors' section on the website of the Company viz. www.trlkrosaki.com.

(l) Pursuant to Section 205C of the Companies Act, 1956, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the date of its transfer to the Unpaid Dividend Account of the Company shall be transferred to the Investor Education and Protection Fund (IEPF) set up by the Government of India. Accordingly, the Company has transferred to the IEPF all unclaimed/ unpaid dividends in respect of the Financial year up to 2009-10. Members who have not yet encashed their dividend warrant(s) for the financial year ended 31st March, 2011 onwards, are requested to make their claims to the Company, without any delay. It may be noted that the unclaimed dividend for the Financial Year 2010-11 can be claimed by the shareholders by October 1, 2018. Member's attention is particularly drawn to the “Corporate Governance” section of Information to Investors in respect of unclaimed dividend.

(k) As per the provisions of the Companies Act, 2013, facility for making nominations is available to the members in respect of the shares held by them. Nomination forms can be obtained from the Company by Members holding shares in physical form. Members holding shares in electronic form may obtain Nomination forms from their respective Depository Participant.

(i) Relevant documents referred to in the Notice and the accompanying Statement are open for inspection by Members at the Registered Office of the Company during business hours on all working days, up to the date of the Meeting.

(j) Members desiring any information as regards the Accounts are requested to write to the Company at an early date so as to enable the Management to keep the information ready at the Meeting.

l In respect of Equity Shares held in electronic form, to all beneficial owners of the shares, as per details furnished by the Depositories for this purpose, as of the close of business hours on Monday, September 17, 2018.

Register of Members after giving effect to valid transfers in respect of transfer requests lodged with the Company on or before the close of business hours on Monday, September 17, 2018.

Statement pursuant to Section 102(1) of the Companies Act, 2013 (“Act”)

The following Statement set out all material facts relating to Item Nos. 8 to 11 mentioned in the accompanying Notice.

Item No. 8

Mr. P. B. Panda (DIN:07048273), was appointed as Managing Director of the Company for a period of 3 years, from

1st Jan’2015. Accordingly, his tenure of appointment was upto 31st Dec’2017. The Nomination & Remuneration Committee thin their meeting held on 6 September, 2017, recommended to the Board for his re-appointment as Managing Director of the

Company for a further period from 01.01.2018 to 03.04.2020 (till 62 years). Accordingly, the Board of Directors of the

Company, at their meeting held on October 24, 2017, has re-appointed Mr. P. B. Panda as Managing Director of the Company

for the period from 1st January 2018 to 3rd April 2020, subject to the approval of the Shareholders.

The main terms and conditions relating to the re-appointment of Mr. P. B. Panda as the Managing Director are as follows:

st rd(1) Period : 1 January, 2018 to 3 April, 2020.

(2) Nature of Duties: Mr. Priyabrata Panda shall devote his whole time and attention to the business of the Company and

carry out such duties as may be entrusted to him by the Board from time to time and separately communicated to him and

exercise such powers as may be assigned to him, subject to superintendence, control and directions of the Board in

connection with and in the best interests of the business of the Company and the business of any one or more of its associated

companies and / or subsidiaries, including performing duties as assigned by the Board from time to time by serving on the

boards of such associated companies and / or subsidiaries or any other executive body or any committee of such a company.

(3) Remuneration:

(i) Salary : ` 4,36,000/- (Rupees Four Lakh Thirty Six Thousand only) per month, with authority to the Board which

expression shall include a Committee thereof, to fix his salary from time to time within the maximum of 7,00,000/-

(Rupees Seven Lakh only) per month. The annual increments will be merit based and take into account the

Company’s performance; such increment shall fall due on 1st April of every succeeding year.

(ii) Performance Bonus / Commission: Performance linked remuneration not exceeding twice the annual salary as

may be determined by the Board.

OR

Such remuneration by way of commission, in addition to salary and perquisites, calculated with reference to the net

profits of the Company for each financial year, subject to the overall ceiling stipulated in Sections 197 of the

Companies Act, 2013 and also such limit as may be decided by the Board of Directors of the Company at the end of

each such financial year.

These amounts (if any) will be paid after the Annual Financial Statements have been approved by the Board and

adopted by the Shareholders.

(iii) Perquisites and Allowances:

In addition to the salary and Commission / Performance Linked Remuneration, the Managing Director shall also be

entitled to perquisites like accommodation (furnished or otherwise) or house rent allowance in lieu thereof; house

maintenance allowance, together with reimbursement of expenses or allowances for utilities such as gas,

electricity, water, furnishings, repairs, servant’s salaries, society charges and property tax, medical reimbursement

for self and family, medical/accident insurance, leave travel concession for self and his family, club fees and such

other perquisites and allowances in accordance with the rules of the Company or as may be agreed to by the Board

or Committee thereof and the Managing Director, such perquisites and allowances to be restricted to an overall limit

of 140% of the annual salary of the Managing Director.

Provided that –

(i) for the purpose of calculating the above ceiling, perquisites and allowances shall be evaluated as per the

Income-tax Rules, wherever applicable. In the absence of any such Rules, perquisites and allowances shall

be evaluated at actual cost.

6


(ii) provision for use of the Company’s car for official duties and telephone at residence (including payment for

local calls and long distance official calls) shall not be included in the computation of perquisites and

allowances for the purpose of calculating the said ceiling; and

(iii) Company’s contribution to Provident Fund and Superannuation Fund or Annuity Fund and Gratuity payable

as per the rules of the Company and encashment of leave at the end of the tenure shall not be included in the

computation of the said ceiling.

(iv) Minimum Remuneration:

Notwithstanding anything to the contrary herein contained, where in any financial year the Company has no profits

or inadequate profits, the Company will pay remuneration for a period not exceeding three years by way of salary,

performance linked remuneration, perquisites and allowances as specified above, subject to compliance with the

provisions of Companies Act, 2013.

4. Other terms of appointment :

(a) The Managing Director, so long as he functions as such, undertakes not to become interested or otherwise

concerned, directly or through his spouse and/or children, in any selling agency of the Company.

(b) The terms and conditions of the re-appointment of the Managing Director and/or this Agreement may be altered

and varied from time to time by the Board as it may, in its discretion deem fit, irrespective of the limits stipulated

under Schedule V to the Act or any amendments made hereafter in this regard in such manner as may be agreed to

between the Board and the Managing Director, subject to such approvals as may be required.

(c) The appointment may be terminated earlier, without any cause, by either Party by giving to the other Party six

months' notice of such termination or the Company paying six months' remuneration which shall be limited to

provision of Salary, Benefits, Perquisites, Allowances and any pro-rated Incentive Remuneration (paid at the

discretion of the Board), in lieu of such notice.

(d) The employment of the Managing Director may be terminated by the Company without notice or payment in lieu of

notice:

(i) if the Managing Director is found guilty of any gross negligence, default or misconduct in connection with or

affecting the business of the Company or any subsidiary or associated company to which he is required by

the Agreement to render services; or

(ii) in the event of any serious or repeated or continuing breach (after prior warning) or non-observance by the

Managing Director of any of the stipulations contained in the Agreement; or

(iii) in the event the Board expresses its loss of confidence in the Managing Director.

(e) In the event the Managing Director is not in a position to discharge his official duties due to any physical or mental

incapacity, the Board shall be entitled to terminate his contract on such terms as the Board may consider

appropriate in the circumstances.

(f) Upon the termination by whatever means of Managing Director's employment under the Agreement:

(i) He shall immediately cease to hold offices held by him in any holding company, subsidiaries or associate

companies without claim for compensation for loss of office by virtue of Section 167(1)(h) of the Act and shall

resign as trustee of any trusts connected with the Company.

(ii) He shall not, without the consent of the Board at any time thereafter represent himself as connected with the

Company or any of its subsidiaries and associated companies.

(g) All Personnel Policies of the Company and the related rules which are applicable to other employees of the

Company shall also be applicable to the Managing Director unless specifically provided otherwise.

(h) If and when the Agreement expires or is terminated for any reason whatsoever, Mr. Panda will cease to be the

Managing Director and also cease to be a Director of the Company. If at any time, the Managing Director ceases to

be a Director of the Company for any reason whatsoever, he shall cease to be the Managing Director and the

Agreement shall forthwith terminate. If at any time, the Managing Director ceases to be in the employment of the

Company for any reason whatsoever, he shall cease to be a Director and Managing Director of the Company.

7

TRL

Statement pursuant to Section 102(1) of the Companies Act, 2013 (“Act”)

The following Statement set out all material facts relating to Item Nos. 8 to 11 mentioned in the accompanying Notice.

Item No. 8

Mr. P. B. Panda (DIN:07048273), was appointed as Managing Director of the Company for a period of 3 years, from

1st Jan’2015. Accordingly, his tenure of appointment was upto 31st Dec’2017. The Nomination & Remuneration Committee thin their meeting held on 6 September, 2017, recommended to the Board for his re-appointment as Managing Director of the

Company for a further period from 01.01.2018 to 03.04.2020 (till 62 years). Accordingly, the Board of Directors of the

Company, at their meeting held on October 24, 2017, has re-appointed Mr. P. B. Panda as Managing Director of the Company

for the period from 1st January 2018 to 3rd April 2020, subject to the approval of the Shareholders.

The main terms and conditions relating to the re-appointment of Mr. P. B. Panda as the Managing Director are as follows:

st rd(1) Period : 1 January, 2018 to 3 April, 2020.

(2) Nature of Duties: Mr. Priyabrata Panda shall devote his whole time and attention to the business of the Company and

carry out such duties as may be entrusted to him by the Board from time to time and separately communicated to him and

exercise such powers as may be assigned to him, subject to superintendence, control and directions of the Board in

connection with and in the best interests of the business of the Company and the business of any one or more of its associated

companies and / or subsidiaries, including performing duties as assigned by the Board from time to time by serving on the

boards of such associated companies and / or subsidiaries or any other executive body or any committee of such a company.

(3) Remuneration:

(i) Salary : ` 4,36,000/- (Rupees Four Lakh Thirty Six Thousand only) per month, with authority to the Board which

expression shall include a Committee thereof, to fix his salary from time to time within the maximum of 7,00,000/-

(Rupees Seven Lakh only) per month. The annual increments will be merit based and take into account the

Company’s performance; such increment shall fall due on 1st April of every succeeding year.

(ii) Performance Bonus / Commission: Performance linked remuneration not exceeding twice the annual salary as

may be determined by the Board.

OR

Such remuneration by way of commission, in addition to salary and perquisites, calculated with reference to the net

profits of the Company for each financial year, subject to the overall ceiling stipulated in Sections 197 of the

Companies Act, 2013 and also such limit as may be decided by the Board of Directors of the Company at the end of

each such financial year.

These amounts (if any) will be paid after the Annual Financial Statements have been approved by the Board and

adopted by the Shareholders.

(iii) Perquisites and Allowances:

In addition to the salary and Commission / Performance Linked Remuneration, the Managing Director shall also be

entitled to perquisites like accommodation (furnished or otherwise) or house rent allowance in lieu thereof; house

maintenance allowance, together with reimbursement of expenses or allowances for utilities such as gas,

electricity, water, furnishings, repairs, servant’s salaries, society charges and property tax, medical reimbursement

for self and family, medical/accident insurance, leave travel concession for self and his family, club fees and such

other perquisites and allowances in accordance with the rules of the Company or as may be agreed to by the Board

or Committee thereof and the Managing Director, such perquisites and allowances to be restricted to an overall limit

of 140% of the annual salary of the Managing Director.

Provided that –

(i) for the purpose of calculating the above ceiling, perquisites and allowances shall be evaluated as per the

Income-tax Rules, wherever applicable. In the absence of any such Rules, perquisites and allowances shall

be evaluated at actual cost.

6


(ii) provision for use of the Company’s car for official duties and telephone at residence (including payment for

local calls and long distance official calls) shall not be included in the computation of perquisites and

allowances for the purpose of calculating the said ceiling; and

(iii) Company’s contribution to Provident Fund and Superannuation Fund or Annuity Fund and Gratuity payable

as per the rules of the Company and encashment of leave at the end of the tenure shall not be included in the

computation of the said ceiling.

(iv) Minimum Remuneration:

Notwithstanding anything to the contrary herein contained, where in any financial year the Company has no profits

or inadequate profits, the Company will pay remuneration for a period not exceeding three years by way of salary,

performance linked remuneration, perquisites and allowances as specified above, subject to compliance with the

provisions of Companies Act, 2013.

4. Other terms of appointment :

(a) The Managing Director, so long as he functions as such, undertakes not to become interested or otherwise

concerned, directly or through his spouse and/or children, in any selling agency of the Company.

(b) The terms and conditions of the re-appointment of the Managing Director and/or this Agreement may be altered

and varied from time to time by the Board as it may, in its discretion deem fit, irrespective of the limits stipulated

under Schedule V to the Act or any amendments made hereafter in this regard in such manner as may be agreed to

between the Board and the Managing Director, subject to such approvals as may be required.

(c) The appointment may be terminated earlier, without any cause, by either Party by giving to the other Party six

months' notice of such termination or the Company paying six months' remuneration which shall be limited to

provision of Salary, Benefits, Perquisites, Allowances and any pro-rated Incentive Remuneration (paid at the

discretion of the Board), in lieu of such notice.

(d) The employment of the Managing Director may be terminated by the Company without notice or payment in lieu of

notice:

(i) if the Managing Director is found guilty of any gross negligence, default or misconduct in connection with or

affecting the business of the Company or any subsidiary or associated company to which he is required by

the Agreement to render services; or

(ii) in the event of any serious or repeated or continuing breach (after prior warning) or non-observance by the

Managing Director of any of the stipulations contained in the Agreement; or

(iii) in the event the Board expresses its loss of confidence in the Managing Director.

(e) In the event the Managing Director is not in a position to discharge his official duties due to any physical or mental

incapacity, the Board shall be entitled to terminate his contract on such terms as the Board may consider

appropriate in the circumstances.

(f) Upon the termination by whatever means of Managing Director's employment under the Agreement:

(i) He shall immediately cease to hold offices held by him in any holding company, subsidiaries or associate

companies without claim for compensation for loss of office by virtue of Section 167(1)(h) of the Act and shall

resign as trustee of any trusts connected with the Company.

(ii) He shall not, without the consent of the Board at any time thereafter represent himself as connected with the

Company or any of its subsidiaries and associated companies.

(g) All Personnel Policies of the Company and the related rules which are applicable to other employees of the

Company shall also be applicable to the Managing Director unless specifically provided otherwise.

(h) If and when the Agreement expires or is terminated for any reason whatsoever, Mr. Panda will cease to be the

Managing Director and also cease to be a Director of the Company. If at any time, the Managing Director ceases to

be a Director of the Company for any reason whatsoever, he shall cease to be the Managing Director and the

Agreement shall forthwith terminate. If at any time, the Managing Director ceases to be in the employment of the

Company for any reason whatsoever, he shall cease to be a Director and Managing Director of the Company.

7

TRL

(I) The terms and conditions of re-appointment of Managing Director also include clauses pertaining to adherence to

the Tata Code of Conduct/Company’s Code of Conduct, protection and use of intellectual property,

non-competition, non-solicitation post termination of agreement and maintenance of confidentiality.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives, except Mr. P. B. Panda, to

whom the resolutions relates, are concerned or interested in the resolutions mentioned at Item No. 9 of the Notice.

In compliance with the provisions of Sections 196, 197 and other applicable provisions of the Act, read with Schedule V to the

Act, the approval of the Members is sought for the re-appointment and terms of remuneration of Mr. P. B. Panda as MD as set

out above.

The Board recommends the resolution set forth in Items No. 8 for the approval of the Members.

Item Nos. 9

Krosaki Harima Corporation, Japan nominated Mr. Hisatake Okumura (DIN: 05130777) vide their letter dated 1st April, 2018

as Director on the Board of Directors of TRL Krosaki Refractories Limited. Accordingly, the Board appointed

Mr. Hisatake Okumura as additional director of the Company with effect from 1st April, 2018. As per Section 161(1) of the Act

and Article 155 of the Company’s Articles of Association, Mr. Hisatake Okumura hold office as Director only till the date of the

forthcoming Annual General Meeting, but is eligible for re-appointment. As per section 160 of the Companies Act, 2013, the

Nomination and Remuneration Committee of the Board of Directors of the Company has recommended the appointment of

Mr. Hisatake Okumura to the office of director liable to retire by rotation.

Mr. Hisatake Okumura, 55, is a Bachelor of Science from Meiji University, Japan in the year 1985. Mr. Okumura has around 14

years’ of experience in technical services, managing plant and management of flow control productions.

The Board considers that Mr. Hisatake Okumura’s continued association would be of immense benefit to the Company and it

is desirable to continue to avail the services of Mr. Hisatake Okumura as Director.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives, except

Mr. Hisatake Okumura, to whom the resolutions relates, are concerned or interested in the resolution mentioned at Item No. 9

of the Notice.

The Board recommends the resolution set forth in Item No. 9 for the approval of the Members.

Item No. 10

Krosaki Harima Corporation, Japan nominated Mr. Takeshi Yoshida (DIN:03514462) vide their letter dated 1st April, 2018 as

Director on the Board of Directors of TRL Krosaki Refractories Limited. Accordingly, the Board appointed Mr. Takeshi Yoshida stas additional director of the Company with effect from 1 April, 2018. As per section 161(1) of the Act and Article 155 of the

Company’s Articles of Association, Mr. Takeshi Yoshida hold office as Director only till the date of the forthcoming Annual

General Meeting, but is eligible for re-appointment. As per section 160 of the Companies Act, 2013, the Nomination and

Remuneration Committee of the Board of Directors of the Company has recommended the appointment of Mr. Takeshi

Yoshida to the office of director liable to retire by rotation.

Mr. Takeshi Yoshida, 55, is a Bachelor of Economics, from KEIO University, Japan in the year 1985. He has around 25 years

of experience in machinery and material procurement in Nippon Steel Corporation, Japan and is having 8 years’ of

experience in corporate planning Dept. of Krosaki Harima Corporation, Japan.

The Board considers that Mr. Takeshi Yoshida’s continued association would be of immense benefit to the Company and it is

desirable to continue to avail the services of Mr. Takeshi Yoshida as Director.


Mr. Takeshi Yoshida, to whom the resolutions relates, are concerned or interested in the resolution mentioned at Item No.10

of the Notice.


Item No. 11

The Company is required under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as

amended from time to time (“Cost Audit Rules”), to have the audit of its cost records for products covered under the Cost Audit

8

Fifty Ninth Annual Report 2017 -18TRL TRL

Rules conducted by a Cost Accountant in Practice. The Board of Directors of the Company has on the recommendation of the

Audit Committee, approved the appointment and remuneration of JUP & Associates, Cost Accountants (Firm’s Registration

Number 000435) appointed as the Cost Auditors for Financial Year 2017-18. In accordance with the provisions of Section

148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost

Auditors as recommended by the Audit Committee and approved by the Board of Directors has to be ratified by the Members

of the Company. Accordingly, the consent of the Members is sought for passing an Ordinary Resolution as set out at Item No.

11 of the Notice for ratification of the remuneration payable to the Cost Auditors for the Financial Year ending March 31, 2018.

None of the Director(s) and Key Managerial Personnel of the Company or their respective relatives are concerned or

interested in the Resolution mentioned at Item No. 11 of the Notice




Registered Office:Po: Belpahar, Dist. Jharsuguda, Odisha, Pin: 768218CIN: U26921OR1958PLC000349Website: www.trlkrosaki.com, Email : [email protected]

9

(I) The terms and conditions of re-appointment of Managing Director also include clauses pertaining to adherence to

the Tata Code of Conduct/Company’s Code of Conduct, protection and use of intellectual property,

non-competition, non-solicitation post termination of agreement and maintenance of confidentiality.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives, except Mr. P. B. Panda, to

whom the resolutions relates, are concerned or interested in the resolutions mentioned at Item No. 9 of the Notice.

In compliance with the provisions of Sections 196, 197 and other applicable provisions of the Act, read with Schedule V to the

Act, the approval of the Members is sought for the re-appointment and terms of remuneration of Mr. P. B. Panda as MD as set

out above.

The Board recommends the resolution set forth in Items No. 8 for the approval of the Members.

Item Nos. 9

Krosaki Harima Corporation, Japan nominated Mr. Hisatake Okumura (DIN: 05130777) vide their letter dated 1st April, 2018

as Director on the Board of Directors of TRL Krosaki Refractories Limited. Accordingly, the Board appointed

Mr. Hisatake Okumura as additional director of the Company with effect from 1st April, 2018. As per Section 161(1) of the Act

and Article 155 of the Company’s Articles of Association, Mr. Hisatake Okumura hold office as Director only till the date of the

forthcoming Annual General Meeting, but is eligible for re-appointment. As per section 160 of the Companies Act, 2013, the

Nomination and Remuneration Committee of the Board of Directors of the Company has recommended the appointment of

Mr. Hisatake Okumura to the office of director liable to retire by rotation.

Mr. Hisatake Okumura, 55, is a Bachelor of Science from Meiji University, Japan in the year 1985. Mr. Okumura has around 14

years’ of experience in technical services, managing plant and management of flow control productions.

The Board considers that Mr. Hisatake Okumura’s continued association would be of immense benefit to the Company and it

is desirable to continue to avail the services of Mr. Hisatake Okumura as Director.


Mr. Hisatake Okumura, to whom the resolutions relates, are concerned or interested in the resolution mentioned at Item No. 9

of the Notice.


Item No. 10

Krosaki Harima Corporation, Japan nominated Mr. Takeshi Yoshida (DIN:03514462) vide their letter dated 1st April, 2018 as

Director on the Board of Directors of TRL Krosaki Refractories Limited. Accordingly, the Board appointed Mr. Takeshi Yoshida stas additional director of the Company with effect from 1 April, 2018. As per section 161(1) of the Act and Article 155 of the

Company’s Articles of Association, Mr. Takeshi Yoshida hold office as Director only till the date of the forthcoming Annual

General Meeting, but is eligible for re-appointment. As per section 160 of the Companies Act, 2013, the Nomination and

Remuneration Committee of the Board of Directors of the Company has recommended the appointment of Mr. Takeshi

Yoshida to the office of director liable to retire by rotation.

Mr. Takeshi Yoshida, 55, is a Bachelor of Economics, from KEIO University, Japan in the year 1985. He has around 25 years

of experience in machinery and material procurement in Nippon Steel Corporation, Japan and is having 8 years’ of

experience in corporate planning Dept. of Krosaki Harima Corporation, Japan.

The Board considers that Mr. Takeshi Yoshida’s continued association would be of immense benefit to the Company and it is

desirable to continue to avail the services of Mr. Takeshi Yoshida as Director.


Mr. Takeshi Yoshida, to whom the resolutions relates, are concerned or interested in the resolution mentioned at Item No.10

of the Notice.


Item No. 11

The Company is required under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as

amended from time to time (“Cost Audit Rules”), to have the audit of its cost records for products covered under the Cost Audit

8

Fifty Ninth Annual Report 2017 -18TRL TRL

Rules conducted by a Cost Accountant in Practice. The Board of Directors of the Company has on the recommendation of the

Audit Committee, approved the appointment and remuneration of JUP & Associates, Cost Accountants (Firm’s Registration

Number 000435) appointed as the Cost Auditors for Financial Year 2017-18. In accordance with the provisions of Section

148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost

Auditors as recommended by the Audit Committee and approved by the Board of Directors has to be ratified by the Members

of the Company. Accordingly, the consent of the Members is sought for passing an Ordinary Resolution as set out at Item No.

11 of the Notice for ratification of the remuneration payable to the Cost Auditors for the Financial Year ending March 31, 2018.

None of the Director(s) and Key Managerial Personnel of the Company or their respective relatives are concerned or

interested in the Resolution mentioned at Item No. 11 of the Notice




Registered Office:Po: Belpahar, Dist. Jharsuguda, Odisha, Pin: 768218CIN: U26921OR1958PLC000349Website: www.trlkrosaki.com, Email : [email protected]

9

Annexure to the Notice

Details of the Directors seeking appointment/re-appointment in the forthcoming Annual General Meeting

Name of Director Mr. Toshikazu Takasu Mr. Sadayoshi Tateishi Mr. V. S. N. Murty

(DIN: 07119176) (DIN: 03119411) (DIN: 00092348)

Date of Birth 07.02.1959 14.10.1958 15.04.1951

Date of Appointment 21.03.2015 21.03.2015 05.05.2008

Expertise in specific functional Manufacturing Sales, Marketing, and Finance & Accounts

areas Business Planning

Qualifications Bachelor of Bachelor of Economics B.Com & Chartered

Engineering (B.E) Accountant

Directorship held in other public NIL NIL 1

companies (excluding Foreign

Companies)

Membership/Chairmanship of NIL NIL 1

Committees of other public

Companies (includes only Audit

Committees and Stakeholder

Relationship Committee)

Shareholding in the company NIL NIL NIL

Name of Director Mr. Kotaro Kuroda Mr. Hisatake Okumura Mr. Takeshi Yoshida

(DIN: 03140089) (DIN: 05130777) (DIN:03514462)

Date of Birth 21.07.1956 22.11.1962 11.11.1962


Expertise in specific Functional Research & Technical Service & Machinery & Material

Areas Development Plant Management Procurement, Corporate

Planning

Qualifications Bachelor & Master of Bachelor of Science Bachelor of Economics

Science

Directorship held in other public

companies (excluding Foreign NIL NIL NIL

Companies)

Membership/ Chairmanship of

Committees of other Public

Companies (includes only Audit NIL NIL NIL



Shareholding in the Company NIL NIL NIL


10 11

TRL

Highlights

( ` Crores)

2017-18 2016-17 2015-16 2014-15 2013-14

Turnover 1090.66 1064.66 1074.78 917.541194.90

Profit Before Interest, Depreciation & Taxes 101.76 67.46 52.47 52.66106.79

Depreciation 18.17 18.65 18.30 23.4320.51

Profit before Taxes 63.15 21.49 4.67 3.9872.46

Profit After Taxes 45.79 13.31 2.80 2.8947.03

Shareholders’ Funds 322.99 284.48 271.73 273.40353.00

Borrowings 215.38 230.54 211.89 227.07162.64

Dividend including Dividend Distribution Tax 15.85 5.03 2.51 2.4516.63

Shareholders’ Funds - per Share (`) 155 136 130 131169

Dividend - (%) 63 20 10 1066

Employees - (Numbers) 1291 1294 1227 12591332

Annexure to the Notice

Details of the Directors seeking appointment/re-appointment in the forthcoming Annual General Meeting

Name of Director Mr. Toshikazu Takasu Mr. Sadayoshi Tateishi Mr. V. S. N. Murty

(DIN: 07119176) (DIN: 03119411) (DIN: 00092348)

Date of Birth 07.02.1959 14.10.1958 15.04.1951


Expertise in specific functional Manufacturing Sales, Marketing, and Finance & Accounts

areas Business Planning

Qualifications Bachelor of Bachelor of Economics B.Com & Chartered

Engineering (B.E) Accountant

Directorship held in other public NIL NIL 1

companies (excluding Foreign

Companies)

Membership/Chairmanship of NIL NIL 1

Committees of other public

Companies (includes only Audit



Shareholding in the company NIL NIL NIL

Name of Director Mr. Kotaro Kuroda Mr. Hisatake Okumura Mr. Takeshi Yoshida

(DIN: 03140089) (DIN: 05130777) (DIN:03514462)

Date of Birth 21.07.1956 22.11.1962 11.11.1962


Expertise in specific Functional Research & Technical Service & Machinery & Material

Areas Development Plant Management Procurement, Corporate

Planning

Qualifications Bachelor & Master of Bachelor of Science Bachelor of Economics

Science

Directorship held in other public

companies (excluding Foreign NIL NIL NIL

Companies)

Membership/ Chairmanship of

Committees of other Public

Companies (includes only Audit NIL NIL NIL



Shareholding in the Company NIL NIL NIL


10 11

TRL

Highlights

( ` Crores)

2017-18 2016-17 2015-16 2014-15 2013-14

Turnover 1090.66 1064.66 1074.78 917.541194.90

Profit Before Interest, Depreciation & Taxes 101.76 67.46 52.47 52.66106.79

Depreciation 18.17 18.65 18.30 23.4320.51

Profit before Taxes 63.15 21.49 4.67 3.9872.46

Profit After Taxes 45.79 13.31 2.80 2.8947.03

Shareholders’ Funds 322.99 284.48 271.73 273.40353.00

Borrowings 215.38 230.54 211.89 227.07162.64

Dividend including Dividend Distribution Tax 15.85 5.03 2.51 2.4516.63

Shareholders’ Funds - per Share (`) 155 136 130 131169

Dividend - (%) 63 20 10 1066

Employees - (Numbers) 1291 1294 1227 12591332

12

Add Balance brought forward from earlier year 44.98 45.7783.30 82.63

Balance: 88.33 87.66 128.93 136.58

Less

(i) Dividend Paid for the previous year 4.18 4.1813.17 13.17

(ii) Tax on Dividend 0.85 0.852.68 2.68

(iii) Transfer to General Reserve – –– –

Total 5.03 5.03 15.85 15.85

Balance carried forward 83.30 82.63113.08 120.73

DIRECTORS' REPORT

ToThe Members,

The Board of Directors hereby presents the 59th Annual Report along with the Audited Standalone & Consolidated Summary Financial Statement for the year ended 31st March, 2018.

Financial Results (` Crores)

Standalone Consolidated

2017-18 2016-17 2017-18 2016-17

Gross Revenue 1,090.66 1245.10 1194.90 1194.90

Less Total Expenses 1,003.57 1143.151088.11 1088.11

Profit before finance cost, depreciation, Taxes and other comprehensive income 87.09 101.95106.79 106.79

Less Finance Cost 20.44 22.44 13.83 13.83

Less Depreciation 18.17 24.28 20.51 20.51

Profit before exceptional item and tax 48.48 55.2372.45 72.45

Add profit on sale of non–current investment 14.68 8.68– –

Profit before taxes 63.16 63.9172.45 72.45

Less provision for Current taxation 17.07 17.0724.32 24.32

Less provision for Deferred taxation 0.29 0.291.10 1.10

Profit after Taxes 45.80 46.5547.03 47.03

Add share of profit of Associates – (1.47)– 8.32

Less Non–controlling interest – (0.74)– –

Profit after tax, non–controlling interest and share of profit of Associates 45.80 44.3447.03 55.35

Other comprehensive income (2.45) (2.45)(1.40) (1.40)

Total comprehensive income 43.35 41.8945.63 53.95


13

TRL

Dividend

Your Directors are pleased to recommend a dividend

of ` 6.60 per share, i.e. 66% for the year ended st31 March, 2018, for approval of the Members at the

forthcoming Annual General Meeting.

Transfer to Reserves

The Board of Directors has decided to retain the entire

amount of profit in the statement of profit and loss.

Economic Environment

As per World Bank Report, global growth picked up in

2017, supported by a broad-based recovery

encompassing more than half of the World’s economies.

Global growth is estimated to have picked up from 2.4% in

2016 to 3% in 2017. This improvement comes against the

backdrop of benign global financing conditions, generally

accommodative policies and firming commodity prices.

Growth in advance economies strengthened in 2017,

reaching an estimated 2.3% supported by recovery in

capital spending and exports. Growth among Emerging

Market and Developing Economies (EMDEs) is estimated

to have accelerated to 4.3% in 2017 supported by a

recovery in commodity exporters and continued robust

activity in commodity importers. Growth in commodity

exporters is estimated to have accelerated to 1.8% from

0.8% in 2016. The recovery in commodity exporters

reflected an upturn in private consumption and investment

amid improved confidence and diminishing drag from

earlier policy tightening. Growth in commodity importers

remained robust at an estimated 6% in 2017, supported by

a strong contribution from India. About 50% countries in

this sub-group experience increasing GDP growth.

Accommodative policies, amid benign global financing

conditions and low inflation, supported domestic demand

which upset the diminishing windfalls from the earlier

decline in commodity prices. Within the broader group of

EMDEs, growth in Low Income Countries (LICs) is

estimated to have strengthened to 5.1% in 2017 from 4.5%

in 2016, supported by an increase in commodity prices and

a recovery in agriculture sector.

After a GDP growth of 7.1% in 2016-17, Indian economy

has registered a slower growth, estimated to be 6.5% in

2017-18, as per first advance estimated released by CSO.

In spite of decline in GDP growth, India has emerged as the

fastest growing economy in the World as per International

Monetary Fund (IMF). As per World Bank report, India’s

GDP growth decelerated mainly due to temporary

disruptions associated with the adjustment to the new

Goods and Service Tax (GST) and setbacks from last

year’s demonetisation. The year also witnessed significant

steps taken by Government of India towards resolution of

problems associated with non-performing assets of

Banks, further liberalization of FDI, etc., thus

strengthening the momentum of reforms. Inflation

continued to moderate during 2017-18. Average inflation

based on the Wholesale Price Index (WPI) stood at 2.9% in

2017-18.

PROFIT BEFORE INTEREST,DEPRECIATION, AMORTISATION

OF EXPENSES AND TAXES(` in Crores)

110 –

100 –

90 –

80 –

70 –

60 –

50 –

40 –

30 –

20 –

10 –

0 –

13-14 16-17

1000 –

950 –

900 –

850 –

800 –

750 –

700 –

650 –

600 –

550 –

500 –

TURNOVER(` in Crores)

13-14 14-15

–1050

–1100

15-16 14-15 15-1616-17

–

–

1150

1200

17-18 17-18

12

Add Balance brought forward from earlier year 44.98 45.7783.30 82.63

Balance: 88.33 87.66 128.93 136.58

Less

(i) Dividend Paid for the previous year 4.18 4.1813.17 13.17

(ii) Tax on Dividend 0.85 0.852.68 2.68

(iii) Transfer to General Reserve – –– –

Total 5.03 5.03 15.85 15.85

Balance carried forward 83.30 82.63113.08 120.73

DIRECTORS' REPORT

ToThe Members,

The Board of Directors hereby presents the 59th Annual Report along with the Audited Standalone & Consolidated Summary Financial Statement for the year ended 31st March, 2018.

Financial Results (` Crores)

Standalone Consolidated

2017-18 2016-17 2017-18 2016-17

Gross Revenue 1,090.66 1245.10 1194.90 1194.90

Less Total Expenses 1,003.57 1143.151088.11 1088.11

Profit before finance cost, depreciation, Taxes and other comprehensive income 87.09 101.95106.79 106.79

Less Finance Cost 20.44 22.44 13.83 13.83

Less Depreciation 18.17 24.28 20.51 20.51

Profit before exceptional item and tax 48.48 55.2372.45 72.45

Add profit on sale of non–current investment 14.68 8.68– –

Profit before taxes 63.16 63.9172.45 72.45

Less provision for Current taxation 17.07 17.0724.32 24.32

Less provision for Deferred taxation 0.29 0.291.10 1.10

Profit after Taxes 45.80 46.5547.03 47.03

Add share of profit of Associates – (1.47)– 8.32

Less Non–controlling interest – (0.74)– –

Profit after tax, non–controlling interest and share of profit of Associates 45.80 44.3447.03 55.35

Other comprehensive income (2.45) (2.45)(1.40) (1.40)

Total comprehensive income 43.35 41.8945.63 53.95


13

TRL

Dividend

Your Directors are pleased to recommend a dividend

of ` 6.60 per share, i.e. 66% for the year ended st31 March, 2018, for approval of the Members at the

forthcoming Annual General Meeting.

Transfer to Reserves

The Board of Directors has decided to retain the entire

amount of profit in the statement of profit and loss.

Economic Environment

As per World Bank Report, global growth picked up in

2017, supported by a broad-based recovery

encompassing more than half of the World’s economies.

Global growth is estimated to have picked up from 2.4% in

2016 to 3% in 2017. This improvement comes against the

backdrop of benign global financing conditions, generally

accommodative policies and firming commodity prices.

Growth in advance economies strengthened in 2017,

reaching an estimated 2.3% supported by recovery in

capital spending and exports. Growth among Emerging

Market and Developing Economies (EMDEs) is estimated

to have accelerated to 4.3% in 2017 supported by a

recovery in commodity exporters and continued robust

activity in commodity importers. Growth in commodity

exporters is estimated to have accelerated to 1.8% from

0.8% in 2016. The recovery in commodity exporters

reflected an upturn in private consumption and investment

amid improved confidence and diminishing drag from

earlier policy tightening. Growth in commodity importers

remained robust at an estimated 6% in 2017, supported by

a strong contribution from India. About 50% countries in

this sub-group experience increasing GDP growth.

Accommodative policies, amid benign global financing

conditions and low inflation, supported domestic demand

which upset the diminishing windfalls from the earlier

decline in commodity prices. Within the broader group of

EMDEs, growth in Low Income Countries (LICs) is

estimated to have strengthened to 5.1% in 2017 from 4.5%

in 2016, supported by an increase in commodity prices and

a recovery in agriculture sector.

After a GDP growth of 7.1% in 2016-17, Indian economy

has registered a slower growth, estimated to be 6.5% in

2017-18, as per first advance estimated released by CSO.

In spite of decline in GDP growth, India has emerged as the

fastest growing economy in the World as per International

Monetary Fund (IMF). As per World Bank report, India’s

GDP growth decelerated mainly due to temporary

disruptions associated with the adjustment to the new

Goods and Service Tax (GST) and setbacks from last

year’s demonetisation. The year also witnessed significant

steps taken by Government of India towards resolution of

problems associated with non-performing assets of

Banks, further liberalization of FDI, etc., thus

strengthening the momentum of reforms. Inflation

continued to moderate during 2017-18. Average inflation

based on the Wholesale Price Index (WPI) stood at 2.9% in

2017-18.

PROFIT BEFORE INTEREST,DEPRECIATION, AMORTISATION

OF EXPENSES AND TAXES(` in Crores)

110 –

100 –

90 –

80 –

70 –

60 –

50 –

40 –

30 –

20 –

10 –

0 –

13-14 16-17

1000 –

950 –

900 –

850 –

800 –

750 –

700 –

650 –

600 –

550 –

500 –

TURNOVER(` in Crores)

13-14 14-15

–1050

–1100

15-16 14-15 15-1616-17

–

–

1150

1200

17-18 17-18

14

GROSS AND NET ASSETS(` in Crores)

GROSS ASSETS

NET ASSETS

450 –

500 –

400 –

350 –

300 –

250 –

200 –

150 –

100 –

50 –

0 –

14-1513-14

NET WORTH AND BORROWINGS(` in Crores)

NET WORTH

BORROWINGS

280 –

260 –

240 –

220 –

200 –

180 –

160 –

140 –

120 –

100 –

80 –

60 –

40 –

20 –

0 –

16-1713-14

Economic Outlook

World Bank has projected global growth at 3.1% in 2018

and 3% in 2019-20. Advance Economy is expected to

moderate slightly in 2018 to 2.2%. EMDEs growth is

projected to further strengthen to 4.5% in 2018. This

mainly reflects further pick-up of growth in commodity

exporters which is forecasted to rise to 2.7% in 2018, as oil

and other commodity prices firm. Growth in commodity

importers is projected to remain stable. Within the broader

group of EMDEs, growth in low income countries is project

to rise to 5.4% in 2018 as condition gradually improves in

oil and metal exporting countries. International Monetary

Fund (IMF) remains bullish on India’s growth potential and

has retained its GDP forecast at 7.4% in 2018. This will

make India the World’s fastest growing economy briefly

lost in 2017 to China. However, recent development in

banking sector, including stricter non-performing loan

resolution process and large-scale fraud scandals in public

sector banks, pose a sizeable downside risk to growth. The

rising oil prices is also a concern as it would create

inflationary pressure in economy and widen the trade

deficit.

Performance

The year 2017-18 has been a year of record breaking for

the operations of the Company in terms of achieving

highest ever revenues as well as profit before and after

taxes.

On standalone basis, the revenue of the Company was

`1195 Crores against `1091 Crores of previous year; an

increase of 9%. The export turnover of the Company

increased to 203 Crores from 190 Crores of the previous

year, a growth of over 6%.

The standalone gross production during the year was

2,33,624 MT against 2,02,302 MT of the previous year; an

increase of around 15.5%. The sales volume was

2,68,975MT against 2,36,086 MT of the previous year; an

increase of around 14%.

Despite the impact of economic slowdown and increase in

raw-material and fuel cost in the second-half of the year,

the Profit Before Exceptional Item, Tax and other

comprehensive income for the year was ` 72.45 Crores

against 48.48 Crores of the previous year; an increase of

69%. Profit Before Tax (PBT) for the year, after taking into

account exceptional item was ` 72.46 Crores against

` 63.15 Crores of the previous year. Profit After Tax (PAT)

was 46.43 Crores against 45.79 Crores of the previous

year. Total comprehensive income for the year was

`45.83 Crores against 43.54 Crores of previous year, an

increase of 5%. The consolidated profit was 54.17 Crores

against 51.84 Crores of the previous year.

Higher sales volume with better product mix, improved

operational efficiencies, aggressive cost reduction

programs and efficient finance management, largely

contributed to the improved performance of the Company.

550 –

300 –

14-1515-16

600 –

16-17

320 –

15-16

340 –

360 –

17-1817-18


15

TRL

PAYMENT TO AND PROVISIONFOR EMPLOYEES

(` in Crores)

65 –

60 –

55 –

50 –

45 –

40 –

35 –

30 –

25 –

20 –

15 –

10 –

5 –

0 –15-1613-14

Credit Ratings

ICRA has assigned [ICRA]AA- (stable) (pronounced ICRA

double A minus), rating to Fund Based Working Capital

Limit and Term Loan and A1+ (pronounced A one Plus)

rating to Non-fund Based Working Capital Limit and Short

term Fund Based Working Capital Limit of the Company.

Business Strategy

The benefit of multi-pronged growth strategy, increasing

market share of focused products, introducing new

products, ensuring quality consistency, adopted by the

Company is reflected in the performance results.

During the year, sale of focused products increased by

21% and sales to top 20 customers had grown by 20%. In

stainless steel sector in India, Company’s market share

has increased to 77% for Dolomite products. Performance

of Tap Hole Clay have been greatly appreciated by our

customers, which has registered a revenue growth of

around 24%. The Company improved its position in

trough management services with addition of four number

of troughs and the revenue from trough management

services increased by 5%. Growth in revenue from sale of

Flow Control products was 5%. Trial of AL80 mechanism

in some steel plants have been completed successfully

and orders are expected from such plants in next year.

The Company has been continuously improving its

operations by introducing improved and new products.

During the year, several improved and new products were

developed in Basic, Dolomite, Monolithic, FCP, Silica and

High Alumina product groups. Silica bricks of less than 1%

RQ has been developed with KHC-Technology which has

met all the properties of Nippon Steel.During the year, new

RH Snorkel fabrication plant was commissioned and

commercial production started with the Technical-

Knowhow availed from KHC, Japan. RH Snorkel

manufactured with KHC-Technology is gaining wide

acceptance in the market.

Various actions taken by the Company to maintain quality

consistency has yielded results. During the year, there was

no customer complain for Basic, Silica, Monolithic and Tap

Hole Clay products.

The cost reduction programme undertaken by the

Company has also contributed significantly to the financial

result of the Company.

Various initiatives taken by the Company to strengthen its

position in nonferrous industries have started yielding

results. Revenue from nonferrous business increased to

`134 Crores from `67 Crores of previous year, registering

a growth of 100%. The Company has strengthened its

position in domestic copper industry by achieving a market

share of around 75% of refractories consumption. In

international market, the Company has consolidated its

position in copper and aluminum industries. During the

year, the Company had bagged major orders from

customers in the Middle East, Russia and South America.

Associates

TRL Krosaki Asia Pvt. Ltd. and Almora Magnesite Limited

are two Associates of the Company.

In accordance with Section 129(3) of the Companies Act,

2013, consolidated financial statements of the Company

with all its associates have been prepared, which form part

of the Annual Report. Further, the Report on the

performance and financial position of each of the associate

and salient features of the financial statement in the

prescribed Form AOC-1 is given in notes to consolidated

financial statements (Note No.37).

Management Discussion and Analysis

Management discussion and analysis given separately

forms part of this Report “Annexure - F”.

Health, Safety, Environment and Safety Management

Improving quality of life of employees and the community

in which, the Company operates is the main goal of the

Company and to achieve these goals, priority is given to

Health, Safety & Environment.

70 –

75 –

14-15

80 –

16-17

85 –

90 –

95 –

17-18

14

GROSS AND NET ASSETS(` in Crores)

GROSS ASSETS

NET ASSETS

450 –

500 –

400 –

350 –

300 –

250 –

200 –

150 –

100 –

50 –

0 –

14-1513-14

NET WORTH AND BORROWINGS(` in Crores)

NET WORTH

BORROWINGS

280 –

260 –

240 –

220 –

200 –

180 –

160 –

140 –

120 –

100 –

80 –

60 –

40 –

20 –

0 –

16-1713-14

Economic Outlook

World Bank has projected global growth at 3.1% in 2018

and 3% in 2019-20. Advance Economy is expected to

moderate slightly in 2018 to 2.2%. EMDEs growth is

projected to further strengthen to 4.5% in 2018. This

mainly reflects further pick-up of growth in commodity

exporters which is forecasted to rise to 2.7% in 2018, as oil

and other commodity prices firm. Growth in commodity

importers is projected to remain stable. Within the broader

group of EMDEs, growth in low income countries is project

to rise to 5.4% in 2018 as condition gradually improves in

oil and metal exporting countries. International Monetary

Fund (IMF) remains bullish on India’s growth potential and

has retained its GDP forecast at 7.4% in 2018. This will

make India the World’s fastest growing economy briefly

lost in 2017 to China. However, recent development in

banking sector, including stricter non-performing loan

resolution process and large-scale fraud scandals in public

sector banks, pose a sizeable downside risk to growth. The

rising oil prices is also a concern as it would create

inflationary pressure in economy and widen the trade

deficit.

Performance

The year 2017-18 has been a year of record breaking for

the operations of the Company in terms of achieving

highest ever revenues as well as profit before and after

taxes.

On standalone basis, the revenue of the Company was

`1195 Crores against `1091 Crores of previous year; an

increase of 9%. The export turnover of the Company

increased to 203 Crores from 190 Crores of the previous

year, a growth of over 6%.

The standalone gross production during the year was

2,33,624 MT against 2,02,302 MT of the previous year; an

increase of around 15.5%. The sales volume was

2,68,975MT against 2,36,086 MT of the previous year; an

increase of around 14%.

Despite the impact of economic slowdown and increase in

raw-material and fuel cost in the second-half of the year,

the Profit Before Exceptional Item, Tax and other

comprehensive income for the year was ` 72.45 Crores

against 48.48 Crores of the previous year; an increase of

69%. Profit Before Tax (PBT) for the year, after taking into

account exceptional item was ` 72.46 Crores against

` 63.15 Crores of the previous year. Profit After Tax (PAT)

was 46.43 Crores against 45.79 Crores of the previous

year. Total comprehensive income for the year was

`45.83 Crores against 43.54 Crores of previous year, an

increase of 5%. The consolidated profit was 54.17 Crores

against 51.84 Crores of the previous year.

Higher sales volume with better product mix, improved

operational efficiencies, aggressive cost reduction

programs and efficient finance management, largely

contributed to the improved performance of the Company.

550 –

300 –

14-1515-16

600 –

16-17

320 –

15-16

340 –

360 –

17-1817-18


15

TRL

PAYMENT TO AND PROVISIONFOR EMPLOYEES

(` in Crores)

65 –

60 –

55 –

50 –

45 –

40 –

35 –

30 –

25 –

20 –

15 –

10 –

5 –

0 –15-1613-14

Credit Ratings

ICRA has assigned [ICRA]AA- (stable) (pronounced ICRA

double A minus), rating to Fund Based Working Capital

Limit and Term Loan and A1+ (pronounced A one Plus)

rating to Non-fund Based Working Capital Limit and Short

term Fund Based Working Capital Limit of the Company.

Business Strategy

The benefit of multi-pronged growth strategy, increasing

market share of focused products, introducing new

products, ensuring quality consistency, adopted by the

Company is reflected in the performance results.

During the year, sale of focused products increased by

21% and sales to top 20 customers had grown by 20%. In

stainless steel sector in India, Company’s market share

has increased to 77% for Dolomite products. Performance

of Tap Hole Clay have been greatly appreciated by our

customers, which has registered a revenue growth of

around 24%. The Company improved its position in

trough management services with addition of four number

of troughs and the revenue from trough management

services increased by 5%. Growth in revenue from sale of

Flow Control products was 5%. Trial of AL80 mechanism

in some steel plants have been completed successfully

and orders are expected from such plants in next year.

The Company has been continuously improving its

operations by introducing improved and new products.

During the year, several improved and new products were

developed in Basic, Dolomite, Monolithic, FCP, Silica and

High Alumina product groups. Silica bricks of less than 1%

RQ has been developed with KHC-Technology which has

met all the properties of Nippon Steel.During the year, new

RH Snorkel fabrication plant was commissioned and

commercial production started with the Technical-

Knowhow availed from KHC, Japan. RH Snorkel

manufactured with KHC-Technology is gaining wide

acceptance in the market.

Various actions taken by the Company to maintain quality

consistency has yielded results. During the year, there was

no customer complain for Basic, Silica, Monolithic and Tap

Hole Clay products.

The cost reduction programme undertaken by the

Company has also contributed significantly to the financial

result of the Company.

Various initiatives taken by the Company to strengthen its

position in nonferrous industries have started yielding

results. Revenue from nonferrous business increased to

`134 Crores from `67 Crores of previous year, registering

a growth of 100%. The Company has strengthened its

position in domestic copper industry by achieving a market

share of around 75% of refractories consumption. In

international market, the Company has consolidated its

position in copper and aluminum industries. During the

year, the Company had bagged major orders from

customers in the Middle East, Russia and South America.

Associates

TRL Krosaki Asia Pvt. Ltd. and Almora Magnesite Limited

are two Associates of the Company.

In accordance with Section 129(3) of the Companies Act,

2013, consolidated financial statements of the Company

with all its associates have been prepared, which form part

of the Annual Report. Further, the Report on the

performance and financial position of each of the associate

and salient features of the financial statement in the

prescribed Form AOC-1 is given in notes to consolidated

financial statements (Note No.37).

Management Discussion and Analysis

Management discussion and analysis given separately

forms part of this Report “Annexure - F”.

Health, Safety, Environment and Safety Management

Improving quality of life of employees and the community

in which, the Company operates is the main goal of the

Company and to achieve these goals, priority is given to

Health, Safety & Environment.

70 –

75 –

14-15

80 –

16-17

85 –

90 –

95 –

17-18

17

TRL

The Whistle Blower Policy for Directors and Employees is

an extension of the Code of Conduct 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 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.

Internal Control System

The Board of Directors is responsible for ensuring that

internal financial controls have been laid down in the

Company and that such controls are adequate and are

operating effectively. The foundation of Internal Financial

Control (IFC) lies in the code of conduct, policies and

procedures adopted by the management, corporate

strategies, annual business planning process,

management review and the risk management framework.

The Company has IFC framework commensurate with the

size, scale and complexity of the operations. The

framework has been designed to provide reasonable

assurance with respect to recording and providing reliable

financial and operational information, complying with

applicable laws, safeguarding assets from unauthorized

use, executing transaction with proper authorization and

ensuring compliance with the corporate policies. The

control, based on the prevailing conditions and processes

have been tested during the year and no reportable

material weakness in the design or effectiveness was

observed. The framework on internal financial controls

over financial reporting has been reviewed by internal and

external auditors.

The Company uses various IT platforms to keep the IFC

framework robust and information management policy

governs these IT platforms. The systems, standard

operating procedures and controls are implemented by the

executive leadership team and reviewed by internal audit

team, whose findings and recommendation are placed

before the Audit Committee.

The scope and authority of Internal Auditors is defined in

Internal Audit Charter. To maintain its objectivity and

independence, the Internal Auditors report to the

Chairman of Audit Committee. Internal Auditors develop

an annual audit plan based on the risk profile of the

business activities. The Internal Audit plan is approved by

the Audit Committee, which also reviews compliance to the

plan.

The Internal Auditors monitor and evaluate 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.

Based on the Report of the Internal Auditors, process

owners undertake corrective actions in their respective

areas and thereby strengthened the controls. Significant

audit observations and corrective controls thereon are

presented to the Audit Committee.

The Audit Committee reviews the Reports submitted by

the Internal Auditors in its meeting. Also the audit

committee at frequent intervals has independent session

with the external auditors and the Management to discuss

the adequacy and effectiveness of internal financial

controls.

Directors’ Responsibility Statement

Based on the framework of internal financial controls

established and maintained by the Company, work

performed by the internal, statutory and secretarial

Auditors and external agencies, including Audit of internal

financial controls over financial reporting by the Statutory

Auditors and the review performed by the Management

and the relevant Board Committees, including the Audit

Committee, the Board is of the opinion that the Company’s

internal financial controls were adequate and effective

during the financial year 2017-18.

Accordingly pursuant to Section 134(5) of the Companies

Act, 2013, the Board of Directors to the best of their

knowledge and ability confirms :

(a) that in the preparation of 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

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 forsafeguarding 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;

16

During the year, focus was given to holistic health

management initiatives, which include compulsory annual

health check-up for employees, conducting Yoga classes,

organizing lectures on specific health related topics, etc.

To improve awareness on healthy lifestyle, health index

system introduced for Senior Executives in the previous

year, was extended to the next level which forms key part

of the Executives’ performance appraisal. The facilities in

TRL Krosaki hospital were upgraded to ensure quality

health care facility in the area. During the year, no case of

any notified occupational disease was reported.

The Safety Excellence Journey (SEJ) initiatives taken by

the Company at its Belpahar Plant a few years back is

giving excellent result. The comprehensive safety

management initiatives implemented in Belpahar Plant

has been extended to all major customer sites where

different jobs are executed by the Company.

During the year, the focus was given for enhancing

behavioral safety across the organization and a unique

theme was adopted named “My Work Place, My Safety,

My Responsibility”.

The rigor of safety initiatives coupled with Company’s Zero

tolerance policy against any safety violation and reward

and Recognition Systems for promoting safety behaviour

have helped the Company to complete the year 2017-18

without any reportable accident. With this, the Company

has completed 1321 accident free days from the date of

last reportable accident.

The Company’s safety initiatives have been highly

commended at National & State levels. During the year,

the Company received the prestigious SHE Excellence

Award from CII Eastern Zone, ESH Best Practices Awards

from CII Odisha Chapter & several State Safety Awards

from Government of Odisha.

Environment Management

In Environment Management, the Company has always

been a benchmark in the Industry. During the year, the

work zone dust level, ambient air, suspended particulate

matter (SPM), stack emission and effluent parameters

were much below the prescribed statutory norms. While a

zero discharge from the effluent treatment plant is

achieved, the treated wash water of the plant are recycled

and reused thereby saving the consumption of fresh water.

The Company has achieved a green belt coverage area of

34% out of its total available land, which meets the

statutory norm.

Our endeavor towards achieving a safer, healthier &

pollution free work place is recognized & rewarded at state

& national levels. During the year, the Company received

the ICC Environment Excellence Award, Greentech Award

for Environment Management & ESH Best Practices

Award from CII Odisha Chapter.

Corporate Social Responsibility (CSR) Initiatives

The Company is committed to fulfill its social responsibility

for making positive impact on society through a planned

set up initiatives under CSR Policy. Accordingly, the

Company’s CSR Budget for the year 2017-18 is

significantly higher than the CSR obligation of the

Company, as per the Company’s Act’ 2013.

Keeping in view, needs of the community in the locality,

skill development, education, health and sanitation

continued to be the focus area under CSR initiatives.

Annual Report on CSR activities of the Company in

compliance with the Section 135 of the Companies Act,

2013 read with Companies (Corporate Social

Responsibility Policy) Rules, 2014 is annexed herewith as

“Annexure -A”.

Industrial Relations

Recognizing that employees and unions are very

important stakeholders for the Company, the Management

is in continuous engagement throughout the year to

ensure seamless and transparent communication on all

important issues that relates to the employees and the

future of the Company.

Industrial relations at Belpahar works and all other units

and branches of the Company remained cordial and

peaceful during the year. This has contributed towards

improved performance of the Company, without any

stoppage of work due to Industrial Relations situation.

Corporate Governance

Corporate Governance practices followed by the

Company are given in separate section which forms

integral part of this Report “Annexure - G”.

Extract of Annual Return

Extract of the Annual Return in form MGT-9 is annexed

herewith as “Annexure - B”.

Vigil Mechanism

The 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 Code of Conduct.

The Vigil Mechanism comprises two policies viz., the

Whistle Blower Policy for Directors & Employees; and

Whistle Blower Policy for Vendors.


17

TRL

The Whistle Blower Policy for Directors and Employees is

an extension of the Code of Conduct 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 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.

Internal Control System

The Board of Directors is responsible for ensuring that

internal financial controls have been laid down in the

Company and that such controls are adequate and are

operating effectively. The foundation of Internal Financial

Control (IFC) lies in the code of conduct, policies and

procedures adopted by the management, corporate

strategies, annual business planning process,

management review and the risk management framework.

The Company has IFC framework commensurate with the

size, scale and complexity of the operations. The

framework has been designed to provide reasonable

assurance with respect to recording and providing reliable

financial and operational information, complying with

applicable laws, safeguarding assets from unauthorized

use, executing transaction with proper authorization and

ensuring compliance with the corporate policies. The

control, based on the prevailing conditions and processes

have been tested during the year and no reportable

material weakness in the design or effectiveness was

observed. The framework on internal financial controls

over financial reporting has been reviewed by internal and

external auditors.

The Company uses various IT platforms to keep the IFC

framework robust and information management policy

governs these IT platforms. The systems, standard

operating procedures and controls are implemented by the

executive leadership team and reviewed by internal audit

team, whose findings and recommendation are placed

before the Audit Committee.

The scope and authority of Internal Auditors is defined in

Internal Audit Charter. To maintain its objectivity and

independence, the Internal Auditors report to the

Chairman of Audit Committee. Internal Auditors develop

an annual audit plan based on the risk profile of the

business activities. The Internal Audit plan is approved by

the Audit Committee, which also reviews compliance to the

plan.

The Internal Auditors monitor and evaluate 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.

Based on the Report of the Internal Auditors, process

owners undertake corrective actions in their respective

areas and thereby strengthened the controls. Significant

audit observations and corrective controls thereon are

presented to the Audit Committee.

The Audit Committee reviews the Reports submitted by

the Internal Auditors in its meeting. Also the audit

committee at frequent intervals has independent session

with the external auditors and the Management to discuss

the adequacy and effectiveness of internal financial

controls.

Directors’ Responsibility Statement

Based on the framework of internal financial controls

established and maintained by the Company, work

performed by the internal, statutory and secretarial

Auditors and external agencies, including Audit of internal

financial controls over financial reporting by the Statutory

Auditors and the review performed by the Management

and the relevant Board Committees, including the Audit

Committee, the Board is of the opinion that the Company’s

internal financial controls were adequate and effective

during the financial year 2017-18.

Accordingly pursuant to Section 134(5) of the Companies

Act, 2013, the Board of Directors to the best of their

knowledge and ability confirms :

(a) that in the preparation of 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

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 forsafeguarding 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;

16

During the year, focus was given to holistic health

management initiatives, which include compulsory annual

health check-up for employees, conducting Yoga classes,

organizing lectures on specific health related topics, etc.

To improve awareness on healthy lifestyle, health index

system introduced for Senior Executives in the previous

year, was extended to the next level which forms key part

of the Executives’ performance appraisal. The facilities in

TRL Krosaki hospital were upgraded to ensure quality

health care facility in the area. During the year, no case of

any notified occupational disease was reported.

The Safety Excellence Journey (SEJ) initiatives taken by

the Company at its Belpahar Plant a few years back is

giving excellent result. The comprehensive safety

management initiatives implemented in Belpahar Plant

has been extended to all major customer sites where

different jobs are executed by the Company.

During the year, the focus was given for enhancing

behavioral safety across the organization and a unique

theme was adopted named “My Work Place, My Safety,

My Responsibility”.

The rigor of safety initiatives coupled with Company’s Zero

tolerance policy against any safety violation and reward

and Recognition Systems for promoting safety behaviour

have helped the Company to complete the year 2017-18

without any reportable accident. With this, the Company

has completed 1321 accident free days from the date of

last reportable accident.

The Company’s safety initiatives have been highly

commended at National & State levels. During the year,

the Company received the prestigious SHE Excellence

Award from CII Eastern Zone, ESH Best Practices Awards

from CII Odisha Chapter & several State Safety Awards

from Government of Odisha.

Environment Management

In Environment Management, the Company has always

been a benchmark in the Industry. During the year, the

work zone dust level, ambient air, suspended particulate

matter (SPM), stack emission and effluent parameters

were much below the prescribed statutory norms. While a

zero discharge from the effluent treatment plant is

achieved, the treated wash water of the plant are recycled

and reused thereby saving the consumption of fresh water.

The Company has achieved a green belt coverage area of

34% out of its total available land, which meets the

statutory norm.

Our endeavor towards achieving a safer, healthier &

pollution free work place is recognized & rewarded at state

& national levels. During the year, the Company received

the ICC Environment Excellence Award, Greentech Award

for Environment Management & ESH Best Practices

Award from CII Odisha Chapter.

Corporate Social Responsibility (CSR) Initiatives

The Company is committed to fulfill its social responsibility

for making positive impact on society through a planned

set up initiatives under CSR Policy. Accordingly, the

Company’s CSR Budget for the year 2017-18 is

significantly higher than the CSR obligation of the

Company, as per the Company’s Act’ 2013.

Keeping in view, needs of the community in the locality,

skill development, education, health and sanitation

continued to be the focus area under CSR initiatives.

Annual Report on CSR activities of the Company in

compliance with the Section 135 of the Companies Act,

2013 read with Companies (Corporate Social

Responsibility Policy) Rules, 2014 is annexed herewith as

“Annexure -A”.

Industrial Relations

Recognizing that employees and unions are very

important stakeholders for the Company, the Management

is in continuous engagement throughout the year to

ensure seamless and transparent communication on all

important issues that relates to the employees and the

future of the Company.

Industrial relations at Belpahar works and all other units

and branches of the Company remained cordial and

peaceful during the year. This has contributed towards

improved performance of the Company, without any

stoppage of work due to Industrial Relations situation.

Corporate Governance

Corporate Governance practices followed by the

Company are given in separate section which forms

integral part of this Report “Annexure - G”.

Extract of Annual Return

Extract of the Annual Return in form MGT-9 is annexed

herewith as “Annexure - B”.

Vigil Mechanism

The 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 Code of Conduct.

The Vigil Mechanism comprises two policies viz., the

Whistle Blower Policy for Directors & Employees; and

Whistle Blower Policy for Vendors.


18

(e) that proper system to ensure compliance with

the provisions of all applicable laws were in

place and such systems are adequate and

operating effectively;

(f) that proper internal financial controls were laid

down and that such internal financial controls

are adequate and were operating effectively.

Related Party Transactions

There have been no materially significant related party

transactions between the Company and Directors, Key-

Managerial Personnel, holding and subsidiary company or

the relatives.

Accordingly, particulars of contracts or arrangements with

related parties referred to in Section 188(1) along with the

justification for entering into such contracts or

arrangements in Form AOC-2 does not form part of the

Report.

Remuneration Policy

The Board on recommendation of the Nomination and

Remuneration Committee has framed a Policy for

selection and appointment of Directors, Senior

Management and their remuneration. The Remuneration

Policy is stated in the Corporate Governance Report.

Meetings

The details of the Board Meetings and Meeting of

Committee of Directors are given in the Corporate

Governance Report.

Auditors

(a) Statutory Auditors

M/s BSR & Co. LLP, chartered accountants, was

appointed as Auditors of the Company at the last thAGM held on 28 June 2017, for a period of five

rdyears, to hold office till the conclusion of 63 AGM to

be held in 2022.

M/s BSR & Co. LLP has audited the books of

accounts of the Company for the Financial Year

ended March 31, 2018 and have issued the

Auditors’ Report thereon. There are no qualifications

or reservations or adverse remarks or disclaimers in

the said Report.

(b) Secretarial Auditors

Pursuant to the provision of Section 204 of the

Companies Act, 2013 and the Companies

(Appointment and Remuneration of Managerial

Personnel) Rules 2014, the Company appointed

M/s Ashok Kumar Mishra, practicing Company

Secretaries as Secretarial Auditors to conduct

Secretarial Audit of the Company for the FY 2017-18.

The Secretarial Audit Report is annexed herewith as

“Annexure - C”. There are no qualification/

observations in the said Report.

(c) Cost Auditors

As per Section 148 of the Companies Act, 2013

(‘Act’), the Company is required to have the Audit of

its cost records conducted by a Cost Accountant in

practice with respect to some products. In this

connection, the Board of Directors of the Company

has on the recommendation of the Audit Committee

approved the appointment of M/s JUP Associates as

the cost Auditors of the Company for the year ending

March 31, 2018.

In accordance with the provisions of the Section

148(3) of the Act read with Rule 14 of the Companies

(Audit and Auditors) Rules, 2014, the remuneration

payable to the Cost Auditors as recommended by the

Audit Committee and approved by the Board has to

be ratified by the members of the Company.

Accordingly, appropriate resolution forms part of the

Notice convening the AGM. The Board seeks your

support in approving the proposed remuneration of

`1.10 Lakhs plus appl icable taxes and

reimbursement of out-of-pocket expenses payable to

the Cost Auditors for the Financial Year ending

March 31, 2018.

The due date for filing of Cost Audit Report

of the Company for the Financial year ended

March 31, 2017 was September 30, 2017 and the

same was filed in XBRL mode by the Cost Auditors thon 19 September, 2017.

Particulars of Loans, Guarantees or Investments

Particulars of Loans, Guarantees or Investments in

accordance with Section 186 of the Companies Act, 2013

are given below:

stOutstanding as at 31 March 2018

Particulars Amount

(` Crores)

Loan given Nil

Guarantee given Nil

Investment made

(Refer Note 2 to Standalone account) 15.55

No investment has been made during the year.

Risk Management

The Company has developed and implemented a Risk

Management Policy for the Company with an objective to

develop a risk intelligent culture that supports decision


19

TRL

making and helps improve performance. Although, the

Company is not mandatorily required to constitute Risk

Management Committee, the Company has proactively

constituted a Risk Management Committee consisting of

Managing Director and senior executives of the Company,

as a good Corporate Governance initiative. The

Company’s risk management process focused on

ensuring that risk associated with operating environment

of the Company are identified on timely basis and

reasonably addressed.

Evaluation

The Board evaluated the effectiveness of its functioning

and that of the Committees and of individual Directors by

seeking their inputs on var ious aspects of

Board/Committee Governance.

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.

The Chairman of the Board had discussion with

the Independent Directors and the Executive and

Non-Executive Directors. These meetings were intended

to obtain Directors’ inputs on effectiveness of Board/

Committee processes.

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 Non-Executive Directors.

Independent Directors Declaration

The Company has received the necessary declaration

from each Independent Directors 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 Section149 of the Companies Act, 2013.

Directors

l In accordance with the provisions of the Companies

Act, 2013 and Articles of Association of the Company,

Mr. Toshikazu Takasu, (DIN: 07119176) is retiring by

rotation at the forthcoming Annual General Meeting

and is eligible for re-appointment.



Mr. Sadayoshi Tateishi, (DIN: 03119411) is retiring by





Mr. V. S. N. Murty, (DIN: 00092348) is retiring by





Mr. Kotaro Kuroda, (DIN: 03140089)is retiring by



l Mr. Hisatake Okumura (DIN: 05130777), who was

appointed as an Additional Director of the Company

w.e.f. 1st April, 2018 and who holds office under

Section 161(1) of the Act and Article 155 of the

Company’s Articles of Association upto the date of

forthcoming Annual General Meeting but who is

eligible for re-appointment and the Nomination and

Remuneration Committee of the Board of Directors

has recommended the candidature of Mr. Hisatake

Okumura for appointment as Director.

l Mr. Takeshi Yoshida (DIN:03514462), who was








has recommended the candidature of Mr. Takeshi

Yoshida for appointment as Director.

Key Managerial Personnel

Pursuant to Section 203 of the Companies Act, 2013,

the Key Managerial Personnel of the Company are

Mr. P. B. Panda, Managing Director, Mr. C. S. Das,

Executive Vice President & CFO and Mr. Arabinda Debta,

Dy. General Manager & Company Secretary. During the

year, there has been no change in Key Managerial

Personnel.

Employees

The information required under section 197(12) of the

Companies Act, 2013, read with Rule 5(2) of the

Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, is provided in the

“Annexure - D” forming part of this Report.

Energy Conservation, Technology Absorption,

Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology

absorption and foreign exchange earnings and

outgo stipulated under Section 134(3) (m) of the

18

(e) that proper system to ensure compliance with

the provisions of all applicable laws were in

place and such systems are adequate and

operating effectively;

(f) that proper internal financial controls were laid

down and that such internal financial controls

are adequate and were operating effectively.

Related Party Transactions

There have been no materially significant related party

transactions between the Company and Directors, Key-

Managerial Personnel, holding and subsidiary company or

the relatives.

Accordingly, particulars of contracts or arrangements with

related parties referred to in Section 188(1) along with the

justification for entering into such contracts or

arrangements in Form AOC-2 does not form part of the

Report.

Remuneration Policy

The Board on recommendation of the Nomination and

Remuneration Committee has framed a Policy for

selection and appointment of Directors, Senior

Management and their remuneration. The Remuneration

Policy is stated in the Corporate Governance Report.

Meetings

The details of the Board Meetings and Meeting of

Committee of Directors are given in the Corporate

Governance Report.

Auditors

(a) Statutory Auditors

M/s BSR & Co. LLP, chartered accountants, was

appointed as Auditors of the Company at the last thAGM held on 28 June 2017, for a period of five

rdyears, to hold office till the conclusion of 63 AGM to

be held in 2022.

M/s BSR & Co. LLP has audited the books of

accounts of the Company for the Financial Year

ended March 31, 2018 and have issued the

Auditors’ Report thereon. There are no qualifications

or reservations or adverse remarks or disclaimers in

the said Report.

(b) Secretarial Auditors

Pursuant to the provision of Section 204 of the

Companies Act, 2013 and the Companies

(Appointment and Remuneration of Managerial

Personnel) Rules 2014, the Company appointed

M/s Ashok Kumar Mishra, practicing Company

Secretaries as Secretarial Auditors to conduct

Secretarial Audit of the Company for the FY 2017-18.

The Secretarial Audit Report is annexed herewith as

“Annexure - C”. There are no qualification/

observations in the said Report.

(c) Cost Auditors

As per Section 148 of the Companies Act, 2013

(‘Act’), the Company is required to have the Audit of

its cost records conducted by a Cost Accountant in

practice with respect to some products. In this

connection, the Board of Directors of the Company

has on the recommendation of the Audit Committee

approved the appointment of M/s JUP Associates as

the cost Auditors of the Company for the year ending

March 31, 2018.

In accordance with the provisions of the Section

148(3) of the Act read with Rule 14 of the Companies

(Audit and Auditors) Rules, 2014, the remuneration

payable to the Cost Auditors as recommended by the

Audit Committee and approved by the Board has to

be ratified by the members of the Company.

Accordingly, appropriate resolution forms part of the

Notice convening the AGM. The Board seeks your

support in approving the proposed remuneration of

`1.10 Lakhs plus appl icable taxes and

reimbursement of out-of-pocket expenses payable to

the Cost Auditors for the Financial Year ending

March 31, 2018.

The due date for filing of Cost Audit Report

of the Company for the Financial year ended

March 31, 2017 was September 30, 2017 and the

same was filed in XBRL mode by the Cost Auditors thon 19 September, 2017.

Particulars of Loans, Guarantees or Investments

Particulars of Loans, Guarantees or Investments in

accordance with Section 186 of the Companies Act, 2013

are given below:

stOutstanding as at 31 March 2018

Particulars Amount

(` Crores)

Loan given Nil

Guarantee given Nil

Investment made

(Refer Note 2 to Standalone account) 15.55

No investment has been made during the year.

Risk Management

The Company has developed and implemented a Risk

Management Policy for the Company with an objective to

develop a risk intelligent culture that supports decision


19

TRL

making and helps improve performance. Although, the

Company is not mandatorily required to constitute Risk

Management Committee, the Company has proactively

constituted a Risk Management Committee consisting of

Managing Director and senior executives of the Company,

as a good Corporate Governance initiative. The

Company’s risk management process focused on

ensuring that risk associated with operating environment

of the Company are identified on timely basis and

reasonably addressed.

Evaluation

The Board evaluated the effectiveness of its functioning

and that of the Committees and of individual Directors by

seeking their inputs on var ious aspects of

Board/Committee Governance.

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.

The Chairman of the Board had discussion with

the Independent Directors and the Executive and

Non-Executive Directors. These meetings were intended

to obtain Directors’ inputs on effectiveness of Board/

Committee processes.

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 Non-Executive Directors.

Independent Directors Declaration

The Company has received the necessary declaration

from each Independent Directors 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 Section149 of the Companies Act, 2013.

Directors



Mr. Toshikazu Takasu, (DIN: 07119176) is retiring by





Mr. Sadayoshi Tateishi, (DIN: 03119411) is retiring by





Mr. V. S. N. Murty, (DIN: 00092348) is retiring by





Mr. Kotaro Kuroda, (DIN: 03140089)is retiring by



l Mr. Hisatake Okumura (DIN: 05130777), who was








has recommended the candidature of Mr. Hisatake

Okumura for appointment as Director.

l Mr. Takeshi Yoshida (DIN:03514462), who was








has recommended the candidature of Mr. Takeshi

Yoshida for appointment as Director.

Key Managerial Personnel

Pursuant to Section 203 of the Companies Act, 2013,

the Key Managerial Personnel of the Company are

Mr. P. B. Panda, Managing Director, Mr. C. S. Das,

Executive Vice President & CFO and Mr. Arabinda Debta,

Dy. General Manager & Company Secretary. During the

year, there has been no change in Key Managerial

Personnel.

Employees

The information required under section 197(12) of the

Companies Act, 2013, read with Rule 5(2) of the

Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, is provided in the

“Annexure - D” forming part of this Report.

Energy Conservation, Technology Absorption,

Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology

absorption and foreign exchange earnings and

outgo stipulated under Section 134(3) (m) of the

Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and the Rules

thereunder.

During the year, the Company has received no complaint

for sexual harassment.

Deposits

During the year under review, the Company has not

accepted any deposits under the Companies Act, 2013.

On behalf of the Board of Directors

sd/- H.M.NERURKARKolkata Chairman24th April, 2018 (DIN : 00265887)

Companies Act, 2013 read with Rule 8 of the Companies

(Accounts) Rules, 2014 is annexed herewith as

“Annexure - E”.

Significant and Material Orders Passed by the

Regulators or Courts

There have been no significant material orders passed by

the Regulators or Courts or Tribunals impacting the going

concern status of the Company and its future operations.

Disclosures 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 a Policy on prevention,

prohibition and redressal of sexual harassment at

workplace in line with the provisions of the Sexual

20 21

TRLFifty Ninth Annual Report 2017 -18TRL

Annual Report on Corporate Social Responsibility Activities(Pursuant to Section 135 of the Companies Act, 2013)

Annexure A

3. Financial Details

Particulars ` Lakhs

Average net profit of the Company 2,727.05 for last three financial years.

Prescribed CSR Expenditure 54.54 (2% of the average net profits for last three years)

Details of CSR spent during the financial year:

Total amount spent : 81.68

Amount unspent, if any Nil

Manner in which the amount spent during the financial year is given as an Annexure to this Report:

4. Responsibility Statement

We hereby affirm that the CSR Policy, as approved by the Board, has been implemented and the CSR Committee monitors the implementation of CSR projects and activities in compliance with our CSR objectives.

sd/- sd/

S. PATHAK P. B. PANDAChairman of CSR Committee Managing Director(DIN : 06545101) (DIN : 07048273)

Kolkatath24 April, 2018

1. A brief outline of the Company's Corporate Social Responsibility (CSR) policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

As an integral part of our commitment to good corporate citizenship, TRL Krosaki believes in actively assisting in improvement of the quality of life of people in communities, giving preference to local areas around our business operations.

Every CSR initiative that is chosen to be supported and implemented lies within one of the broad areas of Education, Health & Sanitation, Sustainable Livelihood and Infrastructure Development. Besides, the Company strives to promote local sports & games, ethnicity and environment protection.

The CSR Policy is available on the company's w e b s i t e , t h e w e b l i n k t o w h i c h i s http://www.trlkrosaki.com/ aboutUs/policies.aspx

2. Composition of the CSR Committee of the Board.

Sl.No. Name of Director Category

1. Mr. S. Pathak Non-Executive Chairman Director

2. Mr. P. B. Panda Managing Director

3. Mr. S. K. Joshi Independent Director

The composition of the Committee is in compliance with Section 135 of the Companies Act, 2013.

Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and the Rules

thereunder.

During the year, the Company has received no complaint

for sexual harassment.

Deposits

During the year under review, the Company has not

accepted any deposits under the Companies Act, 2013.



Companies Act, 2013 read with Rule 8 of the Companies

(Accounts) Rules, 2014 is annexed herewith as

“Annexure - E”.

Significant and Material Orders Passed by the

Regulators or Courts

There have been no significant material orders passed by

the Regulators or Courts or Tribunals impacting the going

concern status of the Company and its future operations.

Disclosures 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 a Policy on prevention,

prohibition and redressal of sexual harassment at

workplace in line with the provisions of the Sexual

20 21


Annual Report on Corporate Social Responsibility Activities(Pursuant to Section 135 of the Companies Act, 2013)

Annexure A

3. Financial Details

Particulars ` Lakhs

Average net profit of the Company 2,727.05 for last three financial years.

Prescribed CSR Expenditure 54.54 (2% of the average net profits for last three years)

Details of CSR spent during the financial year:

Total amount spent : 81.68

Amount unspent, if any Nil

Manner in which the amount spent during the financial year is given as an Annexure to this Report:

4. Responsibility Statement

We hereby affirm that the CSR Policy, as approved by the Board, has been implemented and the CSR Committee monitors the implementation of CSR projects and activities in compliance with our CSR objectives.

sd/- sd/

S. PATHAK P. B. PANDAChairman of CSR Committee Managing Director(DIN : 06545101) (DIN : 07048273)

Kolkatath24 April, 2018

1. A brief outline of the Company's Corporate Social Responsibility (CSR) policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

As an integral part of our commitment to good corporate citizenship, TRL Krosaki believes in actively assisting in improvement of the quality of life of people in communities, giving preference to local areas around our business operations.

Every CSR initiative that is chosen to be supported and implemented lies within one of the broad areas of Education, Health & Sanitation, Sustainable Livelihood and Infrastructure Development. Besides, the Company strives to promote local sports & games, ethnicity and environment protection.

The CSR Policy is available on the company's w e b s i t e , t h e w e b l i n k t o w h i c h i s http://www.trlkrosaki.com/ aboutUs/policies.aspx

2. Composition of the CSR Committee of the Board.

Sl.No. Name of Director Category

1. Mr. S. Pathak Non-Executive Chairman Director

2. Mr. P. B. Panda Managing Director

3. Mr. S. K. Joshi Independent Director

The composition of the Committee is in compliance with Section 135 of the Companies Act, 2013.

22

ANNEXURE TO THE CSR ANNUAL REPORT 2017-18

(In ` Lakhs)

Sl. No.

CSR Project or

Activities Identified

Sector inwhich

the project is covered

Locationof project

Amount Outlay

Amount Spent on

the projects

or programs

Cumulative Expenditure

up to thereporting

period

Amount SpentDirect or through

Implementing agency

(1)

(2) (3)

(4)

(5)

(6)

(7)

(8)

1

Education

At: Lakhanpur Block,

Dist.: Jharsuguda,

ODISHA

38.95

33.88

33.88

Direct

2

Health Care


Dist.: Jharsuguda,

ODISHA

5.92

5.90

5.90

Direct

3

Drinking Water &

Sanitation


Dist.: Jharsuguda,

ODISHA

15.76

10.59

10.59

Direct

4

Agriculture


Dist.: Jharsuguda,

ODISHA

0.71

0.29

0.29

Direct

5

Sustainable Livelihood


Dist.: Jharsuguda,

ODISHA

24.66

25.71

1.23

24.48

-Direct

-BEST

6

Ethnicity


Dist.: Jharsuguda,

ODISHA

3.67

2.76

2.76

Direct

7

EnvironmentAt: Lakhanpur Block,

Dist.: Jharsuguda,ODISHA

2.50 1.65 1.65 Direct

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

8Rural

Infrastructure

At: Lakhanpur Block,Dist.: Jharsuguda,

ODISHA1.15 0.18 0.18 Direct

9

SportsAt: Lakhanpur Block,


1.35 0.72 0.72 Direct

Total 94.67 81.68 81.68

Belpahar Education Society (BEST) formed by the Company under Society Act, 1860.

Scholarship to Poor &Meritorious students under Merit-cum-Means Scheme and free education to students under "Ekalavya" Scheme, construction of toilets in schools, supply of MS desks, benches and beds to schools, financial support to schools for handicapped & differently abled children etc.

Organising health camps, Family Planning Camps, "Balyashree" Programme, "Operation Khushi" Programme, immunization & National Pulse Polio programmes

Installation of Submersible Pump & filter unit with platform for drinking water, Supply of drinking water through tankers (During summer season), Construction of bathrooms and toilets in rural house.

Supply of Pump & fittings to Promote Lift Irrigation

Promoting Skill Development Training to unemployed youth through the Rural Self Employment Training Institute (RSETI), Conducting Sewing Training Classes for rural ladies.

Extending financial support to cultural / social events to promote culture, promoting local artifacts & handicrafts, Conducting Annual Exhibitions / National Functions

Germination of saplings, Maintenance of CD Nursery & distribution of sapling to farmers, schools, Govt. Offices & Industries.

Play Units to orphanage and repairing of school building

Supplying sports items to rural areas & schools, extending financial support for organizing sports events in rural areas.


23

TRL

Annexure BExtract of Annual Return

As on 31st March, 2018

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

Form No. MGT-9

I. REGISTRATION AND OTHER DETAILS:

CIN U26921OR1958PLC000349

Registration Date 5th September, 1958

Name of the Company TRL Krosaki Refractories Limited

Category/Sub-Category of the Company Public Company having share capital

Address of the Registered office and contact details Po- Belpahar, Dist- Jharsuguda, Odisha, 768218, India Phone : +91 6645 258417 Email : [email protected]

Whether listed Company No

Name, Address and Contact details of Registrar The Company has an in-house Share Department at the and Transfer Agent registered office address. Phone: +91 6645 258417

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of NIC Code of the % to total turnover of the main products Product Company

1 Manufacturing of Refractories products 23913 55

2 Manufacturing of Monolithic products 23911 34

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. Name and Address of the Company CIN / GLN Holding/Subsidiary/ % of Shares held Applicable No. Associate Section

1 Krosaki Harima Corporation 1-1, Higashihama- machi, Yahatanishi- ku NA Holding 51 2(46) Kitakyushu-city, 806-8586, Japan

2 TRL Krosaki Asia Pte Ltd 7, Temasek Boulevard # 12-02C NA Associate 37 2(6) Suntec Tower One Singapore - 038987

4 Almora Magnesite Limited Magnesite House, Ranidhara Road, U26941UR1971PLC003453 Associate 39 2(6) Almora-263601 (Uttaranchal)

22

ANNEXURE TO THE CSR ANNUAL REPORT 2017-18

(In ` Lakhs)

Sl. No.

CSR Project or

Activities Identified

Sector inwhich

the project is covered

Locationof project

Amount Outlay

Amount Spent on

the projects

or programs

Cumulative Expenditure

up to thereporting

period

Amount SpentDirect or through

Implementing agency

(1)

(2) (3)

(4)

(5)

(6)

(7)

(8)

1

Education


Dist.: Jharsuguda,

ODISHA

38.95

33.88

33.88

Direct

2

Health Care


Dist.: Jharsuguda,

ODISHA

5.92

5.90

5.90

Direct

3

Drinking Water &

Sanitation


Dist.: Jharsuguda,

ODISHA

15.76

10.59

10.59

Direct

4

Agriculture


Dist.: Jharsuguda,

ODISHA

0.71

0.29

0.29

Direct

5

Sustainable Livelihood


Dist.: Jharsuguda,

ODISHA

24.66

25.71

1.23

24.48

-Direct

-BEST

6

Ethnicity


Dist.: Jharsuguda,

ODISHA

3.67

2.76

2.76

Direct

7

EnvironmentAt: Lakhanpur Block,


2.50 1.65 1.65 Direct

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

8Rural

Infrastructure

At: Lakhanpur Block,Dist.: Jharsuguda,

ODISHA1.15 0.18 0.18 Direct

9

SportsAt: Lakhanpur Block,


1.35 0.72 0.72 Direct

Total 94.67 81.68 81.68

Belpahar Education Society (BEST) formed by the Company under Society Act, 1860.

Scholarship to Poor &Meritorious students under Merit-cum-Means Scheme and free education to students under "Ekalavya" Scheme, construction of toilets in schools, supply of MS desks, benches and beds to schools, financial support to schools for handicapped & differently abled children etc.

Organising health camps, Family Planning Camps, "Balyashree" Programme, "Operation Khushi" Programme, immunization & National Pulse Polio programmes

Installation of Submersible Pump & filter unit with platform for drinking water, Supply of drinking water through tankers (During summer season), Construction of bathrooms and toilets in rural house.

Supply of Pump & fittings to Promote Lift Irrigation

Promoting Skill Development Training to unemployed youth through the Rural Self Employment Training Institute (RSETI), Conducting Sewing Training Classes for rural ladies.

Extending financial support to cultural / social events to promote culture, promoting local artifacts & handicrafts, Conducting Annual Exhibitions / National Functions

Germination of saplings, Maintenance of CD Nursery & distribution of sapling to farmers, schools, Govt. Offices & Industries.

Play Units to orphanage and repairing of school building

Supplying sports items to rural areas & schools, extending financial support for organizing sports events in rural areas.


23

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Annexure BExtract of Annual Return

As on 31st March, 2018

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

Form No. MGT-9

I. REGISTRATION AND OTHER DETAILS:

CIN U26921OR1958PLC000349

Registration Date 5th September, 1958

Name of the Company TRL Krosaki Refractories Limited

Category/Sub-Category of the Company Public Company having share capital

Address of the Registered office and contact details Po- Belpahar, Dist- Jharsuguda, Odisha, 768218, India Phone : +91 6645 258417 Email : [email protected]

Whether listed Company No

Name, Address and Contact details of Registrar The Company has an in-house Share Department at the and Transfer Agent registered office address. Phone: +91 6645 258417

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of NIC Code of the % to total turnover of the main products Product Company

1 Manufacturing of Refractories products 23913 55

2 Manufacturing of Monolithic products 23911 34

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. Name and Address of the Company CIN / GLN Holding/Subsidiary/ % of Shares held Applicable No. Associate Section

1 Krosaki Harima Corporation 1-1, Higashihama- machi, Yahatanishi- ku NA Holding 51 2(46) Kitakyushu-city, 806-8586, Japan

2 TRL Krosaki Asia Pte Ltd 7, Temasek Boulevard # 12-02C NA Associate 37 2(6) Suntec Tower One Singapore - 038987

4 Almora Magnesite Limited Magnesite House, Ranidhara Road, U26941UR1971PLC003453 Associate 39 2(6) Almora-263601 (Uttaranchal)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Shareholding

Category of Beginning of the year (1st April, 2017) End of the year (31st March, 2018) % Change Shareholders during Demat Physical Total % of Demat Physical Total % of the year Total Total Shares Shares

A. Promoters

(1) Indian

a) Individual/ HUF - - - - - - - - -

b) Central Govt. - - - - - - - - -

c) State Govt. (s) - - - - - - - - -

d) Bodies Corp. 55,63,864 - 55,63,864 26.62 55,63,864 - 55,63,864 26.62 -

e) Banks/FI - - - - - - - - -

Sub-total (A) (1):- 55,63,864 - 55,63,864 26.62 55,63,864 - 55,63,864 26.62 -

(2) Foreign

a) NRIs- Individuals - - - - - - - - -

b) Other- Individuals - - - - - - - - -

c) Bodies Corp. 106,59,000 - 106,59,000 51.00 106,59,000 - 106,59,000 51.00 -

d) Banks/FI - - - - - - - - -

Sub-total (A) (2):- 106,59,000 - 106,59,000 51.00 106,59,000 - 106,59,000 51.00 -

Total Shareholding of Promoter (A)=(A)(1)+(A)(2) 162,22,864 - 162,22,864 77.62 162,22,864 - 162,22,864 77.62 -

B. Public Shareholding

1. Institutions

a) Mutual Funds - - - - - - - - -

b) Banks/FI - - - - - - - - -

c) Central Govt. - - - - 1010 - 1010 0.005 0.005

d) State Govt(s) - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

f) Insurance Companies 9,62,500 - 9,62,500 4.61 9,62,500 - 9,62,500 4.61 -

g) FIIs - - - - - - - - -

h) Foreign Venture Capital Funds - - - - - - - - -

Sub-total (B)(1):- 9,62,500 - 9,62,500 4.61 9,63,510 - 9,63,510 4.615 0.005

2. Non- Institutions

a) Bodies Corp.

i) Indian 1,03,490 23,53,150 24,56,640 11.75 1,03,490 23,53,150 24,56,640 11.75 -

ii) Overseas - - - - - - - - -

b) Individuals/HUF

i) Individual shareholders holding nominal share capital upto ` 1 lakh 39,450 59,826 99,276 0.48 39,950 58,316 98,266 0.47 - 0.01

24


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ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh 8,98,510 2,60,210 11,58,720 5.54 8,98,510 2,60,210 11,58,720 5.54 -

Sub-total (B)(2):- 10,41,450 26,73,186 37,14,636 17.77 10,41,950 26,71,676 37,13,626 17.76 - 0.01

Total Public Shareholding (B)=(B)(1)+ (B)(2) 20,03,950 26,73,186 46,77,136 22.38 20,05,460 26,71,676 46,75,626 22.37 - 0.01

C. Shares held by Custodian for GDRs & ADRs - - - - - - - -

Total (A+B+C) 182,26,814 26,73,186 209,00,000 100 182,28,324 26,71,676 209,00,000 100 -

(ii) Shareholding of Promoters

Sl. Shareholder’s Name Beginning of the year (1st April, 2017) End of the year (31st March, 2018)

No. No. of % of % of No. of % of % of % change Shares total Shares Shares total Shares in Shares of Pledged/ Shares Pledged / shareholding the encumbered of the encumbered during the Company to total Company to total year shares shares shares

1 Tata Steel Limited 55,63,864 26.62 - 55,63,864 26.62 - -

2 Krosaki Harima Corporation 106,59,000 51.00 - 106,59,000 51.00 - -

Total 162,22,864 77.62 - 162,22,864 77.62 - -

(iii) Change in Promoters’ Shareholding

Sl. Shareholding at the beginning Cumulative Shareholding during the No. of the year i.e. 1st April, 2017 year (1st April, 2017 to 31st March, 2018)

No. of % of total No. of % of total shares shares of shares shares of the Company the Company

At the beginning of the year 162,22,864 77.62 - -

Changes during the year NIL

At the end of the year - - 162,22,864 77.62

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Shareholding


A. Promoters

(1) Indian

a) Individual/ HUF - - - - - - - - -

b) Central Govt. - - - - - - - - -

c) State Govt. (s) - - - - - - - - -

d) Bodies Corp. 55,63,864 - 55,63,864 26.62 55,63,864 - 55,63,864 26.62 -

e) Banks/FI - - - - - - - - -

Sub-total (A) (1):- 55,63,864 - 55,63,864 26.62 55,63,864 - 55,63,864 26.62 -

(2) Foreign

a) NRIs- Individuals - - - - - - - - -

b) Other- Individuals - - - - - - - - -

c) Bodies Corp. 106,59,000 - 106,59,000 51.00 106,59,000 - 106,59,000 51.00 -

d) Banks/FI - - - - - - - - -

Sub-total (A) (2):- 106,59,000 - 106,59,000 51.00 106,59,000 - 106,59,000 51.00 -

Total Shareholding of Promoter (A)=(A)(1)+(A)(2) 162,22,864 - 162,22,864 77.62 162,22,864 - 162,22,864 77.62 -

B. Public Shareholding

1. Institutions

a) Mutual Funds - - - - - - - - -

b) Banks/FI - - - - - - - - -

c) Central Govt. - - - - 1010 - 1010 0.005 0.005

d) State Govt(s) - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

f) Insurance Companies 9,62,500 - 9,62,500 4.61 9,62,500 - 9,62,500 4.61 -

g) FIIs - - - - - - - - -

h) Foreign Venture Capital Funds - - - - - - - - -

Sub-total (B)(1):- 9,62,500 - 9,62,500 4.61 9,63,510 - 9,63,510 4.615 0.005

2. Non- Institutions

a) Bodies Corp.

i) Indian 1,03,490 23,53,150 24,56,640 11.75 1,03,490 23,53,150 24,56,640 11.75 -

ii) Overseas - - - - - - - - -

b) Individuals/HUF

i) Individual shareholders holding nominal share capital upto ` 1 lakh 39,450 59,826 99,276 0.48 39,950 58,316 98,266 0.47 - 0.01

24


25

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ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh 8,98,510 2,60,210 11,58,720 5.54 8,98,510 2,60,210 11,58,720 5.54 -

Sub-total (B)(2):- 10,41,450 26,73,186 37,14,636 17.77 10,41,950 26,71,676 37,13,626 17.76 - 0.01

Total Public Shareholding (B)=(B)(1)+ (B)(2) 20,03,950 26,73,186 46,77,136 22.38 20,05,460 26,71,676 46,75,626 22.37 - 0.01

C. Shares held by Custodian for GDRs & ADRs - - - - - - - -

Total (A+B+C) 182,26,814 26,73,186 209,00,000 100 182,28,324 26,71,676 209,00,000 100 -

(ii) Shareholding of Promoters

Sl. Shareholder’s Name Beginning of the year (1st April, 2017) End of the year (31st March, 2018)

No. No. of % of % of No. of % of % of % change Shares total Shares Shares total Shares in Shares of Pledged/ Shares Pledged / shareholding the encumbered of the encumbered during the Company to total Company to total year shares shares shares

1 Tata Steel Limited 55,63,864 26.62 - 55,63,864 26.62 - -

2 Krosaki Harima Corporation 106,59,000 51.00 - 106,59,000 51.00 - -

Total 162,22,864 77.62 - 162,22,864 77.62 - -

(iii) Change in Promoters’ Shareholding

Sl. Shareholding at the beginning Cumulative Shareholding during the No. of the year i.e. 1st April, 2017 year (1st April, 2017 to 31st March, 2018)


At the beginning of the year 162,22,864 77.62 - -

Changes during the year NIL

At the end of the year - - 162,22,864 77.62

(iv) Shareholding Pattern of top ten Shareholders

Shareholding at the beginning Cumulative Shareholding during the of the year i.e. 1st April, 2017 year (1st April, 2017 to 31st March, 2018)

Sl. Shareholders Name No. of % of total No. of % of total No. shares shares of shares shares of the Company the Company

1 Krosaki Harima Corporation 106,59,000 51.00 106,59,000 51.00

2 Tata Steel Limited 55,63,864 26.62 55,63,864 26.62

3 Steel Authority of India Limited 22,03,150 10.54 22,03,150 10.54

4 Life Insurance Corp. of India 9,62,500 4.61 9,62,500 4.61

5 Rita Pavankumar - - 4,65,000 2.22

6 Mr. Ajay Kumar Kayan 1,50,000 0.72 1,50,000 0.72

7 S. M. S. Investment Corp. Pvt. Limited 97,490 0.47 97,490 0.47

8 Devraj Singh 92,285 0.44 92,285 0.44

9 Lalitya Kumari 92,285 0.44 92,285 0.44

10 Man-Made Fibers Pvt. Limited 75,000 0.36 75,000 0.36

(v) Shareholding of Directors and Key Managerial Personnel (KMP)

Sl. Name of Shareholders Shareholding at the beginning Shareholding at the end of the No. of the year i.e. 1st April, 2017 year i.e. 31st March, 2018


1 Mr. P. B. Panda - - 100 -

2 Mr. C. S. Das 100 - 100 -

3 Mr. A. Debta - - 50 -

V. INDEBTEDNESS

Indebtedness of the Company includes interest outstanding/accrued but not due for payment. (In ` lakhs)

Secured Loans Unsecured Total excluding deposits Loans Indebtedness

Indebtedness at the beginning of the financial year

(i) Principal amount 8,420.16 13,117.90 21,538.06

(ii) Interest due but not paid - - -

(iii) Interest accrued but not due - - -

Total (i + ii + iii) 8,420.16 13,117.90 21,538.06

Change in Indebtedness during the financial year

l Addition 518.04 - 518.04

l Reduction - 5,792.56 5,792.56

Net Change 518.04 (5,792.56) (5,274.52)

Indebtedness at the end of the financial year




Total (i + ii + iii) 8,938.20 7,325.34 16,263.54

26


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** Sitting Fee payable to Tata Steel Limited & Commission of ` 1.86 lakhs has been waived as per Tata Steel policy. # Paid to Steel Authority of India Limited. @ Paid to Krosaki Harima Corporation, Japan. * Commission relates to financial year ended March 31, 2018. This will be paid after the AGM on September 18, 2018.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (In ` lakhs)

Sl. No Particulars of Remuneration Name of MD/WTD/ Manager

Mr. P.B. Panda MD

1 Gross Salary

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961 69.75

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 23.67

(c) Profit in lieu of salary u/s 17(3) of the Income Tax Act, 1961 -

2 Stock Options Nil

3 Sweat Equity Nil

4 Commission 87.00

5 Others (Retirement Benefits) 7.78

Total 188.20

Ceiling as per the Companies Act, 2013 378.69

B. Remuneration to other Directors: (In ` lakhs)

Sl. No. Name Commission* Sitting Fees Total Compensation

I Non-Executive Directors

1 Mr. H.M. Nerurkar 6.04 2.40 8.44

2 Mr. V.S.N. Murty 4.18 2.10 6.28

3 Mr. Sudhansu Pathak** 1.86 1.35 3.21

4 Mr. Kotaro Kuroda@ 2.32 1.35 3.67

5 Mr. Hiroshi Odawara @ 2.79 2.10 4.89

6 Mr. Kiyotaka Oshikawa @ 1.39 1.20 2.59

7 Mr. Toshikazu Takasu@ 1.16 1.00 2.16

8 Mr. Sadayoshi Tateishi@ 0.93 0.80 1.73

9 Mr. Takashi Matsunaga @ 0.69 0.60 1.29

10 Mr. Junichi Sakane@ 0.69 0.60 1.29

11 Mr. A. K. Rath # 0.46 0.40 0.86

12 Mr. H. P. Singh # 0.69 0.60 1.29

Total (I) 23.20 14.50 37.70

II Independent Director

1 Sunanda Lahiri 3.25 2.40 5.65

2 Mr. Sudhir K. Joshi 3.48 2.55 6.03

Total (II) 6.73 4.95 11.68

Grand Total (I + II) 29.93 19.45 49.38

Overall ceiling as per the Companies Act, 2013 (commission) 75.74

(iv) Shareholding Pattern of top ten Shareholders

Shareholding at the beginning Cumulative Shareholding during the of the year i.e. 1st April, 2017 year (1st April, 2017 to 31st March, 2018)

Sl. Shareholders Name No. of % of total No. of % of total No. shares shares of shares shares of the Company the Company

1 Krosaki Harima Corporation 106,59,000 51.00 106,59,000 51.00

2 Tata Steel Limited 55,63,864 26.62 55,63,864 26.62

3 Steel Authority of India Limited 22,03,150 10.54 22,03,150 10.54

4 Life Insurance Corp. of India 9,62,500 4.61 9,62,500 4.61

5 Rita Pavankumar - - 4,65,000 2.22

6 Mr. Ajay Kumar Kayan 1,50,000 0.72 1,50,000 0.72

7 S. M. S. Investment Corp. Pvt. Limited 97,490 0.47 97,490 0.47

8 Devraj Singh 92,285 0.44 92,285 0.44

9 Lalitya Kumari 92,285 0.44 92,285 0.44

10 Man-Made Fibers Pvt. Limited 75,000 0.36 75,000 0.36

(v) Shareholding of Directors and Key Managerial Personnel (KMP)

Sl. Name of Shareholders Shareholding at the beginning Shareholding at the end of the No. of the year i.e. 1st April, 2017 year i.e. 31st March, 2018


1 Mr. P. B. Panda - - 100 -

2 Mr. C. S. Das 100 - 100 -

3 Mr. A. Debta - - 50 -

V. INDEBTEDNESS

Indebtedness of the Company includes interest outstanding/accrued but not due for payment. (In ` lakhs)

Secured Loans Unsecured Total excluding deposits Loans Indebtedness

Indebtedness at the beginning of the financial year




Total (i + ii + iii) 8,420.16 13,117.90 21,538.06

Change in Indebtedness during the financial year

l Addition 518.04 - 518.04

l Reduction - 5,792.56 5,792.56

Net Change 518.04 (5,792.56) (5,274.52)

Indebtedness at the end of the financial year




Total (i + ii + iii) 8,938.20 7,325.34 16,263.54

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** Sitting Fee payable to Tata Steel Limited & Commission of ` 1.86 lakhs has been waived as per Tata Steel policy. # Paid to Steel Authority of India Limited. @ Paid to Krosaki Harima Corporation, Japan. * Commission relates to financial year ended March 31, 2018. This will be paid after the AGM on September 18, 2018.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (In ` lakhs)

Sl. No Particulars of Remuneration Name of MD/WTD/ Manager

Mr. P.B. Panda MD

1 Gross Salary

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961 69.75

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 23.67

(c) Profit in lieu of salary u/s 17(3) of the Income Tax Act, 1961 -

2 Stock Options Nil

3 Sweat Equity Nil

4 Commission 87.00

5 Others (Retirement Benefits) 7.78

Total 188.20

Ceiling as per the Companies Act, 2013 378.69

B. Remuneration to other Directors: (In ` lakhs)

Sl. No. Name Commission* Sitting Fees Total Compensation

I Non-Executive Directors

1 Mr. H.M. Nerurkar 6.04 2.40 8.44

2 Mr. V.S.N. Murty 4.18 2.10 6.28

3 Mr. Sudhansu Pathak** 1.86 1.35 3.21

4 Mr. Kotaro Kuroda@ 2.32 1.35 3.67

5 Mr. Hiroshi Odawara @ 2.79 2.10 4.89

6 Mr. Kiyotaka Oshikawa @ 1.39 1.20 2.59

7 Mr. Toshikazu Takasu@ 1.16 1.00 2.16

8 Mr. Sadayoshi Tateishi@ 0.93 0.80 1.73

9 Mr. Takashi Matsunaga @ 0.69 0.60 1.29

10 Mr. Junichi Sakane@ 0.69 0.60 1.29

11 Mr. A. K. Rath # 0.46 0.40 0.86

12 Mr. H. P. Singh # 0.69 0.60 1.29

Total (I) 23.20 14.50 37.70

II Independent Director

1 Sunanda Lahiri 3.25 2.40 5.65

2 Mr. Sudhir K. Joshi 3.48 2.55 6.03

Total (II) 6.73 4.95 11.68

Grand Total (I + II) 29.93 19.45 49.38

Overall ceiling as per the Companies Act, 2013 (commission) 75.74

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

(In ` lakhs)

Sl. No Particulars of Remuneration Key Managerial Personnel

Mr. A. Debta Mr. C.S. Das Total Dy. GM & CFO Amount Company Secretary

1 Gross Salary

(a) Salary as per provisions contained in section 17(1) 18.93 98.28 117.21 of the Income Tax Act, 1961.

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961. 5.70 12.35 18.05

(c) Profits in lieu of salary u/s 17(3) of the Income Tax Act, 1961. - - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission - - -

5 Others (Retirement Benefits) 1.05 6.38 7.43

Total 25.68 117.01 142.69

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

sd/- sd/-

Kolkata P. B. PANDA A. DEBTA24th April, 2018 Managing Director Dy. GM & Company Secretary (DIN : 07048273) (FCS : 6546)

Type

Section of the

Companies Act

Brief

Description

Details of Penalty/

Punishment/

Compounding fees imposed

Authority

[RD/ NCLT / Court]

Appeal made, if any (give details)

A. COMPANY

NONE

Penalty

Punishment

Compounding

B. DIRECTORS

NONE

Penalty

Punishment

Compounding

C.

OTHER OFFICERS IN DEFAULT

NONEPenaltyPunishmentCompounding

28


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TRL

Annexure CForm No. MR-3

SECRETARIAL AUDIT REPORTFor The Financial Year Ended 31st March, 2018

To,The Members,TRL KROSAKI REFRACTORIES LIMITEDCIN-U26921OR1958PLC000349

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practice by TRL Krosaki Refractories 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 my opinion thereon.

Based on our verification of the Company's books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized 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 31st March, 2018 complied with the statutory provisions listed hereunder 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 maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made there under;

(ii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder.

(iii) Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under relating to Foreign Direct Investment or Overseas Direct Investment.

(iv) Following other laws as are specifically applicable to the Company:

(a) The Factories Act, 1948

(b) The Employees Provident Fund & Miscellaneous Provisions Act, 1952

(c) Industrial Disputes Act, 1947

(d) Contract Labour (Regulations and Abolition) Act,1970

(e) Employees State Insurance Act, 1948

(f) Payment of Bonus Act, 1965

(g) The Employees Compensation Act, 1923

(h) The Mines Act, 1952 and the Mines Rules, 1955

(i) Mines & Minerals (Development and Regulation) Act, 1957

(j) The Environment Protection Act, 1986

(k) Water (Prevention & Control of Pollution) Act, 1974

(l) Air(Prevention & Control of Pollution) Act, 1981.

The Company complies with Statutory Tax Audit requirement under section 44AB of the Income Tax Act, 1961, which is done by Tax Auditors appointed in his Tax Audit Report, so we have not reviewed compliance of applicable Income Tax Laws to the Company.

We have also examined compliance with the applicable clauses of the Secretarial Standards issued by the Institute of Company Secretaries of India, under Section 118 (10) of the Companies Act, 2013 by the Company.

The management has represented and we have also checked that the Company being an unlisted Public Company the following Acts, Regulations, Guidelines, Agreements etc. as specified in the prescribed MR-3 Form were not applicable to the Company:

(i) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;

(ii) 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 (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

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

(f) The Securities and Exchange Board of India (Registrar to an issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

(In ` lakhs)

Sl. No Particulars of Remuneration Key Managerial Personnel

Mr. A. Debta Mr. C.S. Das Total Dy. GM & CFO Amount Company Secretary

1 Gross Salary

(a) Salary as per provisions contained in section 17(1) 18.93 98.28 117.21 of the Income Tax Act, 1961.

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961. 5.70 12.35 18.05

(c) Profits in lieu of salary u/s 17(3) of the Income Tax Act, 1961. - - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission - - -

5 Others (Retirement Benefits) 1.05 6.38 7.43

Total 25.68 117.01 142.69

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

sd/- sd/-

Kolkata P. B. PANDA A. DEBTA24th April, 2018 Managing Director Dy. GM & Company Secretary (DIN : 07048273) (FCS : 6546)

Type

Section of the

Companies Act

Brief

Description

Details of Penalty/

Punishment/

Compounding fees imposed

Authority

[RD/ NCLT / Court]

Appeal made, if any (give details)

A. COMPANY

NONE

Penalty

Punishment

Compounding

B. DIRECTORS

NONE

Penalty

Punishment

Compounding

C.

OTHER OFFICERS IN DEFAULT

NONEPenaltyPunishmentCompounding

28


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TRL

Annexure CForm No. MR-3

SECRETARIAL AUDIT REPORTFor The Financial Year Ended 31st March, 2018

To,The Members,TRL KROSAKI REFRACTORIES LIMITEDCIN-U26921OR1958PLC000349

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practice by TRL Krosaki Refractories 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 my opinion thereon.

Based on our verification of the Company's books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized 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 31st March, 2018 complied with the statutory provisions listed hereunder 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 maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made there under;

(ii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder.

(iii) Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under relating to Foreign Direct Investment or Overseas Direct Investment.

(iv) Following other laws as are specifically applicable to the Company:

(a) The Factories Act, 1948

(b) The Employees Provident Fund & Miscellaneous Provisions Act, 1952

(c) Industrial Disputes Act, 1947

(d) Contract Labour (Regulations and Abolition) Act,1970

(e) Employees State Insurance Act, 1948

(f) Payment of Bonus Act, 1965

(g) The Employees Compensation Act, 1923

(h) The Mines Act, 1952 and the Mines Rules, 1955

(i) Mines & Minerals (Development and Regulation) Act, 1957

(j) The Environment Protection Act, 1986

(k) Water (Prevention & Control of Pollution) Act, 1974

(l) Air(Prevention & Control of Pollution) Act, 1981.

The Company complies with Statutory Tax Audit requirement under section 44AB of the Income Tax Act, 1961, which is done by Tax Auditors appointed in his Tax Audit Report, so we have not reviewed compliance of applicable Income Tax Laws to the Company.

We have also examined compliance with the applicable clauses of the Secretarial Standards issued by the Institute of Company Secretaries of India, under Section 118 (10) of the Companies Act, 2013 by the Company.

The management has represented and we have also checked that the Company being an unlisted Public Company the following Acts, Regulations, Guidelines, Agreements etc. as specified in the prescribed MR-3 Form were not applicable to the Company:

(i) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;

(ii) 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 (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

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

(f) The Securities and Exchange Board of India (Registrar to an issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and;

(h) The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998;

(iii) Listing Agreement with Stock Exchanges.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.

We further report that:

(a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors 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.

(b) Adequate notice was given to all directors to schedule the Board Meetings 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.

(c) Majority decision is carried through while the dissenting members' views are captured and recorded as part of minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Place: Bhubaneswar sd/-Date: 12.04.2018 (CS Ashok Kumar Mishra) FCS-5128, C.P. No-3270

This is to be read with our letter of even date which is annexed as Enclosure-A and forms an integral part of this report.

Enclosure-A

To

The Members,TRL Krosaki Refractories LimitedU26921OR1958PLC000349

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records 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 practice and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test check basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.

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

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

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 check 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.


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TRL

Annexure D

Statement pursuant to Section 197 of the Companies Act, 2013 read with Rules of The Companies (Appointment and Rumuneration of Managerial Personnel) Rule, 2014

NameDesignation/

Nature of duties

(1) (2)

P. B. Panda Managing Director 1,76,20,837 92,37,614 B.Sc.(Tech.) 60 36 17.10.1981 — Ceramic Tech.

C. S. Das Executive Vice President 1,17,01,809 62,92,419 B.Com, 59 36 01.04.1996 IPITATA Refractories & Chief Finance Officer FCA, ACS Limited

Koji Tsuyuguchi Executive Vice President 1,03,55,280 59,17,898 B.E 63 43 01.05.2015 Krosaki Harima (Technology & Technical ( Mech. Engg.) Corporation, Japan. Support Service)

H. Sehgal Sr. Vice President 73,57,385 43,59,095 B.Tech. 52 29 08.03.2007 Vardhaman Textiles (Operations) (Mech.)

S. Sengupta Sr. Vice President (DSS) 66,22,722 41,02,821 B.Tech. 46 25 03.08.2009 IFGL Refractories Ltd. (Ceramic)

M. V. Rao VP (Finance) & 60,45,848 34,33,352 ACMA 55 29 14.08.1992 Stiles India Ltd. Dy. CFO

Dr. T. P. Dash Vice President (HR, Safety 59,32,007 34,23,194 MSc. (Chemistry), 52 27 17.09.1991 J.K. Paper Mills Ltd. & Environment) P.G. Diploma (Ecology & Env.), P.G. Diploma( Safety), P.HD. Env. Sc.

H. Nagata Vice President (Technical 56,43,074 34,15,447 M.Tech. 59 35 01.07.2015 Krosaki Harima Support Service) ( Metallurgy) Corporation, Japan

E. Arimitsu Vice President 51,05,476 31,83,136 B.E. 56 27 01.05.2015 Krosaki Harima (Technology & Q.A.) (Chemical) Corporation, Japan

P. K. Naik Vice President 45,22,006 28,70,061 M.Tech. (Geology) 53 26 01.08.1991 — (Prodn.)

Notes:

1. Gross Remuneration comprises Salary, allowances, monetary value of perquisites, commissions and the Company’s contribution to Provident Fund and Superanuation Fund but excludes contribution to Gratuity Fund as separate figures are not available.

2. Net Remuneration is after tax and is exclusive of Company’s contribution to Provident Fund and Superannuation Fund and monetary value of non- cash perquisites.

3. None of the above employees along with his spouse and dependent children hold 2% or more equity shares of the Company.

4. The nature of employment in all cases is contractual.

5. None of the above employees is a relative of any Director of the Company

GrossRemuneration

`

NetRemuneration

`Qualifications

Age(Years)

TotalExperience

(Years)

Date ofCommencementof Employment

Particulars of lastEmployment

held

(3) (4) (5) (6) (7) (8) (9)



(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and;

(h) The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998;

(iii) Listing Agreement with Stock Exchanges.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.

We further report that:

(a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors 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.

(b) Adequate notice was given to all directors to schedule the Board Meetings 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.

(c) Majority decision is carried through while the dissenting members' views are captured and recorded as part of minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.


This is to be read with our letter of even date which is annexed as Enclosure-A and forms an integral part of this report.

Enclosure-A

To

The Members,TRL Krosaki Refractories LimitedU26921OR1958PLC000349

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records 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 practice and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test check basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.

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

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

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 check 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.


30


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TRL

Annexure D

Statement pursuant to Section 197 of the Companies Act, 2013 read with Rules of The Companies (Appointment and Rumuneration of Managerial Personnel) Rule, 2014

NameDesignation/

Nature of duties

(1) (2)

P. B. Panda Managing Director 1,76,20,837 92,37,614 B.Sc.(Tech.) 60 36 17.10.1981 — Ceramic Tech.

C. S. Das Executive Vice President 1,17,01,809 62,92,419 B.Com, 59 36 01.04.1996 IPITATA Refractories & Chief Finance Officer FCA, ACS Limited

Koji Tsuyuguchi Executive Vice President 1,03,55,280 59,17,898 B.E 63 43 01.05.2015 Krosaki Harima (Technology & Technical ( Mech. Engg.) Corporation, Japan. Support Service)

H. Sehgal Sr. Vice President 73,57,385 43,59,095 B.Tech. 52 29 08.03.2007 Vardhaman Textiles (Operations) (Mech.)

S. Sengupta Sr. Vice President (DSS) 66,22,722 41,02,821 B.Tech. 46 25 03.08.2009 IFGL Refractories Ltd. (Ceramic)

M. V. Rao VP (Finance) & 60,45,848 34,33,352 ACMA 55 29 14.08.1992 Stiles India Ltd. Dy. CFO

Dr. T. P. Dash Vice President (HR, Safety 59,32,007 34,23,194 MSc. (Chemistry), 52 27 17.09.1991 J.K. Paper Mills Ltd. & Environment) P.G. Diploma (Ecology & Env.), P.G. Diploma( Safety), P.HD. Env. Sc.

H. Nagata Vice President (Technical 56,43,074 34,15,447 M.Tech. 59 35 01.07.2015 Krosaki Harima Support Service) ( Metallurgy) Corporation, Japan

E. Arimitsu Vice President 51,05,476 31,83,136 B.E. 56 27 01.05.2015 Krosaki Harima (Technology & Q.A.) (Chemical) Corporation, Japan

P. K. Naik Vice President 45,22,006 28,70,061 M.Tech. (Geology) 53 26 01.08.1991 — (Prodn.)

Notes:

1. Gross Remuneration comprises Salary, allowances, monetary value of perquisites, commissions and the Company’s contribution to Provident Fund and Superanuation Fund but excludes contribution to Gratuity Fund as separate figures are not available.

2. Net Remuneration is after tax and is exclusive of Company’s contribution to Provident Fund and Superannuation Fund and monetary value of non- cash perquisites.

3. None of the above employees along with his spouse and dependent children hold 2% or more equity shares of the Company.

4. The nature of employment in all cases is contractual.

5. None of the above employees is a relative of any Director of the Company

GrossRemuneration

`

NetRemuneration

`Qualifications

Age(Years)

TotalExperience

(Years)

Date ofCommencementof Employment

Particulars of lastEmployment

held

(3) (4) (5) (6) (7) (8) (9)



Annexure E

Conservation of Energy, Technology Absorption

A. Conservation of Energy

(i) Steps taken or impact on conservation of Energy

(a) Energy Conservation measures taken

(i) Increased consumption of fineness of petcoke from 80% to 90% in rotary kiln.

(ii) Reduced low B.D sinter generation during oil nozzle changing through continuous petcoke firing.

(iii) 30 degree nozzle replaced by 60 degree nozzle for producing short radiant flame and thus ensuring proper petcoke combustion.

(iv) Connection provided to High Alumina drier from Basic tempering for utilizing tempering waste heat.

(v) Reduced pushing rate per car from 240 mins to 180 mins to reduced fuel consumption rate per car in FCP kiln.

(vi) Interlocking of filter fans with grinding circuits across plants to save electricity.

(vii) LED lights installed in plant and township to reduce power consumption.

(b) Impact of above measures :

(I) Saving of ` 4.10 crore over FY 2016-17 due to reduction in specific fuel consumption.

(ii) Saving on electricity consumption by ` 0.94 crore due to reduction in specific electricity

(iii) consumption from 219.2 KWH/MT to 210.5 KWH/MT.

(ii) Steps taken by Company for utilizing alternate sources of energy

Use of forti fuel as a substitute of furnace oil in Dolomite Tunnel Kilns.

(iii) Capital investment on energy conservation equipment

LED lights of worth 0.12 crore were installed in different areas in the Plant.

B. Technology absorption, adaptation and innovation:

(i) Efforts, in brief, made towards technology absorption, adaptation and innovations:

l Number of new products have been introduced in the product basket with in-house development as well as with technical know-how with Krosaki Harima Corporation, Japan. Less than 1% residual Quartz, Silica bricks for Nippon Steel Japan, Improved quality of Slide Plates and Flow Control Products for higher performance, improved quality of gunning material for BOF and RH Degasser applications, small port DG-SEN for continuous casting applications, Improved Quality Taphole Clay to suit various capacities of Blast Furnace operations.

l In-house developed materials are Magnesia enriched Dolomite Bricks for higher performance, improved quality of Trough castable for Corex applications and large capacity Blast Furnace operations, neutral ramming mass for Induction Furnace applications, improved quality ASC bricks for Torpedo ladle applications, Improved Quality Alumina –Spinel Bricks for production of IF Grade steel, Improved quality direct bonded Magnesia-Chrome bricks for non-ferrous applications, higher Chrome containing Alumina-Chrome bricks for copper industry , high creep resistance High Alumina Bricks/Checkers for Modern BF and blow pipe castable for Blast Furnace Tuyere applications.

l Innovation in every field of business process are given as the thrust area. TRL-Krosaki R&D Laboratory has been audited by NABL Auditors and has been recommended for NABL accredited Lab for Chemical & Mechanical Testing. The Company is jointly working with different Raw material suppliers like Almatis, Kerneos and Elkem & Kumas for development of cost effective and alternate raw materials.

(ii) Benefits derived as a result of above efforts

Improved product performance and cost reduction.

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(iii) In case of imported technology (imported during the five years reckoned from the beginning of the financial year) following information may be furnished:

Details of Technology Year of Whether technology Status of Import fully absorbed Implementation

Taphole Clay – Krosaki Harima Corporation, Japan 2011-12 Y Implemented

Flow Control Products (FCP) – Krosaki Harima 2011-12 Y ImplementedCorporation, Japan

RH Snorkel - Krosaki Harima Corporation, Japan 2011-12 Y Implemented

Wear Lining Material for Trough & Runner - 2012-13 Y ImplementedKrosaki Harima Corporation, Japan

Repair Material – Krosaki Harima Corporation, Japan 2012-13 Y Implemented

Manufacturing of Slide Gate Device – 2013-14 Y ImplementedKrosaki Harima Corporation, Japan

C. Research & Development

(i) Specific areas in which R&D work was carried out by the Company

New product development, upgradation of existing products, alternative raw materials development and various quality improvement jobs for higher yield. Major emphasis was given to the research in the field of magnesia rich Dolomite material for secondary steel making processes like AOD & VOD, higher performance slide gate refractories for steel making area and RH Snorkels refractory for steel making area and Non Ferrous Metallurgical Industries Like Copper, Aluminium etc.

(ii) Benefits delivered as a result of R&D Programmes

R&D works have helped Company in reducing the cost of raw materials through redesign of products as well as improvement in yield & reducing customer complaint. Sales through new/improved and focused products during

the year ending March 31, 2018 was 343 Crores.

(iii) Future plan of action

Company continues its effort on developing new/ customized products & Technical Services to meet the future technological challenges and meet Customer expectations . R&D will continue to work on reducing input cost.

(iv) Expenditure of R&D

(a) Capital : ` 10.99 Lakhs

(b) Recurring : ` 957.53 Lakhs

(c) Total : ` 968.52 Lakhs

(d) Total R&D expenditure as a Percentage of total turnover : 0.81 %

D. Foreign Exchange Earnings & Outgo Research & Development

Foreign Exchanged Earned : ` 212.38 Crores

Foreign Exchanged Used : ` 334.48 Crores


sd/- H. M. NERURKARKolkata Chairman24th April, 2018 (DIN : 00265887)

Annexure E

Conservation of Energy, Technology Absorption

A. Conservation of Energy

(i) Steps taken or impact on conservation of Energy

(a) Energy Conservation measures taken

(i) Increased consumption of fineness of petcoke from 80% to 90% in rotary kiln.

(ii) Reduced low B.D sinter generation during oil nozzle changing through continuous petcoke firing.

(iii) 30 degree nozzle replaced by 60 degree nozzle for producing short radiant flame and thus ensuring proper petcoke combustion.

(iv) Connection provided to High Alumina drier from Basic tempering for utilizing tempering waste heat.

(v) Reduced pushing rate per car from 240 mins to 180 mins to reduced fuel consumption rate per car in FCP kiln.

(vi) Interlocking of filter fans with grinding circuits across plants to save electricity.

(vii) LED lights installed in plant and township to reduce power consumption.

(b) Impact of above measures :

(I) Saving of ` 4.10 crore over FY 2016-17 due to reduction in specific fuel consumption.

(ii) Saving on electricity consumption by ` 0.94 crore due to reduction in specific electricity

(iii) consumption from 219.2 KWH/MT to 210.5 KWH/MT.

(ii) Steps taken by Company for utilizing alternate sources of energy

Use of forti fuel as a substitute of furnace oil in Dolomite Tunnel Kilns.

(iii) Capital investment on energy conservation equipment

LED lights of worth 0.12 crore were installed in different areas in the Plant.

B. Technology absorption, adaptation and innovation:

(i) Efforts, in brief, made towards technology absorption, adaptation and innovations:

l Number of new products have been introduced in the product basket with in-house development as well as with technical know-how with Krosaki Harima Corporation, Japan. Less than 1% residual Quartz, Silica bricks for Nippon Steel Japan, Improved quality of Slide Plates and Flow Control Products for higher performance, improved quality of gunning material for BOF and RH Degasser applications, small port DG-SEN for continuous casting applications, Improved Quality Taphole Clay to suit various capacities of Blast Furnace operations.

l In-house developed materials are Magnesia enriched Dolomite Bricks for higher performance, improved quality of Trough castable for Corex applications and large capacity Blast Furnace operations, neutral ramming mass for Induction Furnace applications, improved quality ASC bricks for Torpedo ladle applications, Improved Quality Alumina –Spinel Bricks for production of IF Grade steel, Improved quality direct bonded Magnesia-Chrome bricks for non-ferrous applications, higher Chrome containing Alumina-Chrome bricks for copper industry , high creep resistance High Alumina Bricks/Checkers for Modern BF and blow pipe castable for Blast Furnace Tuyere applications.

l Innovation in every field of business process are given as the thrust area. TRL-Krosaki R&D Laboratory has been audited by NABL Auditors and has been recommended for NABL accredited Lab for Chemical & Mechanical Testing. The Company is jointly working with different Raw material suppliers like Almatis, Kerneos and Elkem & Kumas for development of cost effective and alternate raw materials.

(ii) Benefits derived as a result of above efforts

Improved product performance and cost reduction.

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(iii) In case of imported technology (imported during the five years reckoned from the beginning of the financial year) following information may be furnished:

Details of Technology Year of Whether technology Status of Import fully absorbed Implementation

Taphole Clay – Krosaki Harima Corporation, Japan 2011-12 Y Implemented

Flow Control Products (FCP) – Krosaki Harima 2011-12 Y ImplementedCorporation, Japan

RH Snorkel - Krosaki Harima Corporation, Japan 2011-12 Y Implemented

Wear Lining Material for Trough & Runner - 2012-13 Y ImplementedKrosaki Harima Corporation, Japan

Repair Material – Krosaki Harima Corporation, Japan 2012-13 Y Implemented

Manufacturing of Slide Gate Device – 2013-14 Y ImplementedKrosaki Harima Corporation, Japan

C. Research & Development

(i) Specific areas in which R&D work was carried out by the Company

New product development, upgradation of existing products, alternative raw materials development and various quality improvement jobs for higher yield. Major emphasis was given to the research in the field of magnesia rich Dolomite material for secondary steel making processes like AOD & VOD, higher performance slide gate refractories for steel making area and RH Snorkels refractory for steel making area and Non Ferrous Metallurgical Industries Like Copper, Aluminium etc.

(ii) Benefits delivered as a result of R&D Programmes

R&D works have helped Company in reducing the cost of raw materials through redesign of products as well as improvement in yield & reducing customer complaint. Sales through new/improved and focused products during

the year ending March 31, 2018 was 343 Crores.

(iii) Future plan of action

Company continues its effort on developing new/ customized products & Technical Services to meet the future technological challenges and meet Customer expectations . R&D will continue to work on reducing input cost.

(iv) Expenditure of R&D

(a) Capital : ` 10.99 Lakhs

(b) Recurring : ` 957.53 Lakhs

(c) Total : ` 968.52 Lakhs

(d) Total R&D expenditure as a Percentage of total turnover : 0.81 %

D. Foreign Exchange Earnings & Outgo Research & Development

Foreign Exchanged Earned : ` 212.38 Crores

Foreign Exchanged Used : ` 334.48 Crores


sd/- H. M. NERURKARKolkata Chairman24th April, 2018 (DIN : 00265887)

MANAGEMENT DISCUSSION AND ANALYSIS

Industry Overview

Refractories are composite materials used in large volume in extreme, usually corrosive environments as furnace lining for high temperature materials processing and other applications in which thermo-chemical properties are critical. Refractories are therefore, facilitating or enabling materials and are essential to successful operations of any industry in which high temperature are used. About 70% of world refractory production is consumed by steel industry. In India, steel industry consumes around 75% of refractories produced. Other significant consumers of refractories are copper, cement, lime, aluminum, glass, chemicals, etc.

As the steel industry is the major consumer of refractories, the growth of refractories industry is closely linked with the growth of iron and steel industry. Steel industry derives its demand from other important sectors like infrastructure, aviation, engineering, construction, automobile, etc. History shows that steel consumption has a positive correlation with economic growth. With the Indian economy poised for its next wave for growth, there lies tremendous opportunity for the Indian steel industry to grow significantly. Growth story of Steel industry is further supported by government's thrust on infrastructure development, housing, automobile and promotion of smart cities. Copper consumption is poised for a leap backed by economic growth and rising production of electric cars, which use four times the amount of copper than a vehicle with traditional combustion engine. According to International Copper Association, copper demand from electronic vehicle is expected to be nine times higher by 2027. In India, copper production is expected to grow by 50% by 2020-21 based on expansion plan of major copper producers.

Performance Review

The highlights of financial performance are as under:

Sl. No. Item 2017-18 2016-17 Change ` Crores ` Crores (%)

1 Sale of Products and Services 1193 1086 10 ↑

2 Other Income 2 5 60 ↓

3 Total Income (1+2) 1195 1091 10 ↑

4 Manufacturing and other expenses 1088 1042 4 ↑

5 Earnings before interest, depreciation, taxes, other comprehensive income and exceptional item 107 87 23 ↑

6 Other comprehensive income (Loss) (1) (2) 50 ↓

7 Earnings before interest, depreciation, taxes and 106 85 25 ↑ exceptional item

8 Exceptional item - 15 -

9 Earnings before interest, depreciation and taxes 106 100 6 ↑

10 EBIDTA margin 8.87% 9.1% -

11 Depreciation 20 18 11 ↑

12 Finance Cost 14 20 30 ↓

13 Profit Before Tax 72 63 14 ↑

14 Profit After Tax 46 46 -

Total finance cost for the year was ` 14 Crores against ` 20 Crores of previous year. Finance cost was lower mainly due to

lower interest rate and lower borrowings. Expenditure on royalty increased from ` 4.17 Crores in previous year to

` 5.11 Crores in current year due to higher sale of royalty bearing products. Commission and discount increased from ` 8

Crores in previous year to 11 Crores in current year due to higher business through agents. Stores and spares consumption

Annexure F

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TRL

increased from 20 Crores from previous year to 24 Crores in current year primarily due to stores and spares supplied to the

customers and due to the higher production. Repairs to buildings increased from 9 Crores in previous year to 18 Crores in

current year on account of higher expenditure for township maintenance. Freight and handling charges increased from

` 61 Crores in the previous year to ` 72 Crores in the current year primarily due to higher export and supply of materials to

overseas customers on DDU basis. Rates and taxes increased by ` 4 Crores mainly due to payment of entry tax in

compliance with Order of the Hon’ble Supreme Court of India. Purchase of finished, semi- finished and other products

decreased from ` 128 Crores in the previous year to ` 118 Crores in the current year primarily due to lower sale of traded

products. Fuel cost increased by 11 Crores, from 62 Crores of previous year to 73 Crores due to increase in fuel price and

production. Raw materials consumption was higher by 108 Crores due to higher production and price increase.

A combination of well envisioned business strategy and lower interest cost resulted in achieving substantial growth in profits.

Customer Relationship

Our strategy is anchored in ensuring our customers are at front and center for everything we do. While we supply high quality refractories to our customers, our endeavour is to be the supplier of choice for our products and services. Hence, it is imperative for us to keep pace with the growing needs of our customers across sectors primarily the iron and steel sector.

During the year, intense interaction was made with the customers to make correlation between operational practices and life of refractories in order to bring continuous improvement in performance. In SMS II of SAIL-Bhilai Plant, mechanical drive system was successfully changed through our in-house engineering, which helped SAIL-Bhilai to use our system and go for multiple heats, thus, reducing their consumption of slide plates. Similarly, action has been taken to introduce mechanical equipment in trough cast management at many steel plants in order to reduce installation time, which will help the customers to improve their productivity. The Company had also organized workshop at customers’ premises by inviting personnel from Nippon Steel and KHC, Japan, to share knowledge on best practice of usage of Tap Hole Clay and troubleshooting. Visit of key customers to manufacturing units of the Company was organized to create awareness about the state-of-the-art manufacturing facility of the Company. The Company has introduced concept of total refractories management of PS Converter at Sterlite Copper, Tuticorin. This has ensured quality supervision of installation practices and has improved the life cycle of lining in the vessel.

Borrowings and Liquidity

Borrowing for Capex has been fully repaid during the year. Borrowing for working capital decreased from ` 209 Crores to

` 162 Crores. Inventories increased by ` 88 Crores, from ` 178 Crores last year to ` 266 Crores current year mainly due to

stocking of critical imported raw-materials envisaging short supply of such raw-materials.Total trade receivables decreased

by 72 Crores, from 283 Crores in last year to 211 Crores. Other current assets increased by 21 Crores, from 26 Crores

last year to 47 Crores, mainly due to GST credit pending for utilization.

The average cost of borrowing was reduced to 6.24% for the year against 8.46% of previous year by availing short-term loan and export credit.

Keeping in view, estimated better performance during the year 2018-19, current gearing level, and unutilized credit limits, the Company is comfortable of managing its liquidity over the short term and medium term.

Human Resources

The Company believes that human resources is the most vital factor to achieve the goals of an organization and amongst the four M’s – Man, Machine, Money and Material, man is the stimulating force in planning, organizing, developing and controlling the other three factors and is the most important in the achievement of organizational goals and objectives. Therefore, Company’s HR policies aim at providing equal opportunities for all its employees, both at the time of their joining and during the course of employment. The Company has adopted practices of employee empowerment, growth and development by realizing their potential, encouraging innovative ideas and fair distribution of awards and rewards thereby building long term sustainable business capabilities and harmonious relations. The Company recognizes that over the course of employment, it is important to provide employees with ongoing education through various types of training be it in house or outside. During the year around 60% of total employees were covered under the various training programs.

The Company promotes a healthy work environment and lifestyle through various initiatives such as fitness programmes, health-care counselling, etc. To improve work-life balance, five day work week has been introduced.

MANAGEMENT DISCUSSION AND ANALYSIS

Industry Overview

Refractories are composite materials used in large volume in extreme, usually corrosive environments as furnace lining for high temperature materials processing and other applications in which thermo-chemical properties are critical. Refractories are therefore, facilitating or enabling materials and are essential to successful operations of any industry in which high temperature are used. About 70% of world refractory production is consumed by steel industry. In India, steel industry consumes around 75% of refractories produced. Other significant consumers of refractories are copper, cement, lime, aluminum, glass, chemicals, etc.

As the steel industry is the major consumer of refractories, the growth of refractories industry is closely linked with the growth of iron and steel industry. Steel industry derives its demand from other important sectors like infrastructure, aviation, engineering, construction, automobile, etc. History shows that steel consumption has a positive correlation with economic growth. With the Indian economy poised for its next wave for growth, there lies tremendous opportunity for the Indian steel industry to grow significantly. Growth story of Steel industry is further supported by government's thrust on infrastructure development, housing, automobile and promotion of smart cities. Copper consumption is poised for a leap backed by economic growth and rising production of electric cars, which use four times the amount of copper than a vehicle with traditional combustion engine. According to International Copper Association, copper demand from electronic vehicle is expected to be nine times higher by 2027. In India, copper production is expected to grow by 50% by 2020-21 based on expansion plan of major copper producers.

Performance Review

The highlights of financial performance are as under:

Sl. No. Item 2017-18 2016-17 Change ` Crores ` Crores (%)

1 Sale of Products and Services 1193 1086 10 ↑

2 Other Income 2 5 60 ↓

3 Total Income (1+2) 1195 1091 10 ↑

4 Manufacturing and other expenses 1088 1042 4 ↑

5 Earnings before interest, depreciation, taxes, other comprehensive income and exceptional item 107 87 23 ↑

6 Other comprehensive income (Loss) (1) (2) 50 ↓

7 Earnings before interest, depreciation, taxes and 106 85 25 ↑ exceptional item

8 Exceptional item - 15 -

9 Earnings before interest, depreciation and taxes 106 100 6 ↑

10 EBIDTA margin 8.87% 9.1% -

11 Depreciation 20 18 11 ↑

12 Finance Cost 14 20 30 ↓

13 Profit Before Tax 72 63 14 ↑

14 Profit After Tax 46 46 -

Total finance cost for the year was ` 14 Crores against ` 20 Crores of previous year. Finance cost was lower mainly due to

lower interest rate and lower borrowings. Expenditure on royalty increased from ` 4.17 Crores in previous year to

` 5.11 Crores in current year due to higher sale of royalty bearing products. Commission and discount increased from ` 8

Crores in previous year to 11 Crores in current year due to higher business through agents. Stores and spares consumption

Annexure F

34


35

TRL

increased from 20 Crores from previous year to 24 Crores in current year primarily due to stores and spares supplied to the

customers and due to the higher production. Repairs to buildings increased from 9 Crores in previous year to 18 Crores in

current year on account of higher expenditure for township maintenance. Freight and handling charges increased from

` 61 Crores in the previous year to ` 72 Crores in the current year primarily due to higher export and supply of materials to

overseas customers on DDU basis. Rates and taxes increased by ` 4 Crores mainly due to payment of entry tax in

compliance with Order of the Hon’ble Supreme Court of India. Purchase of finished, semi- finished and other products

decreased from ` 128 Crores in the previous year to ` 118 Crores in the current year primarily due to lower sale of traded

products. Fuel cost increased by 11 Crores, from 62 Crores of previous year to 73 Crores due to increase in fuel price and

production. Raw materials consumption was higher by 108 Crores due to higher production and price increase.

A combination of well envisioned business strategy and lower interest cost resulted in achieving substantial growth in profits.

Customer Relationship

Our strategy is anchored in ensuring our customers are at front and center for everything we do. While we supply high quality refractories to our customers, our endeavour is to be the supplier of choice for our products and services. Hence, it is imperative for us to keep pace with the growing needs of our customers across sectors primarily the iron and steel sector.

During the year, intense interaction was made with the customers to make correlation between operational practices and life of refractories in order to bring continuous improvement in performance. In SMS II of SAIL-Bhilai Plant, mechanical drive system was successfully changed through our in-house engineering, which helped SAIL-Bhilai to use our system and go for multiple heats, thus, reducing their consumption of slide plates. Similarly, action has been taken to introduce mechanical equipment in trough cast management at many steel plants in order to reduce installation time, which will help the customers to improve their productivity. The Company had also organized workshop at customers’ premises by inviting personnel from Nippon Steel and KHC, Japan, to share knowledge on best practice of usage of Tap Hole Clay and troubleshooting. Visit of key customers to manufacturing units of the Company was organized to create awareness about the state-of-the-art manufacturing facility of the Company. The Company has introduced concept of total refractories management of PS Converter at Sterlite Copper, Tuticorin. This has ensured quality supervision of installation practices and has improved the life cycle of lining in the vessel.

Borrowings and Liquidity

Borrowing for Capex has been fully repaid during the year. Borrowing for working capital decreased from ` 209 Crores to

` 162 Crores. Inventories increased by ` 88 Crores, from ` 178 Crores last year to ` 266 Crores current year mainly due to

stocking of critical imported raw-materials envisaging short supply of such raw-materials.Total trade receivables decreased

by 72 Crores, from 283 Crores in last year to 211 Crores. Other current assets increased by 21 Crores, from 26 Crores

last year to 47 Crores, mainly due to GST credit pending for utilization.

The average cost of borrowing was reduced to 6.24% for the year against 8.46% of previous year by availing short-term loan and export credit.

Keeping in view, estimated better performance during the year 2018-19, current gearing level, and unutilized credit limits, the Company is comfortable of managing its liquidity over the short term and medium term.

Human Resources

The Company believes that human resources is the most vital factor to achieve the goals of an organization and amongst the four M’s – Man, Machine, Money and Material, man is the stimulating force in planning, organizing, developing and controlling the other three factors and is the most important in the achievement of organizational goals and objectives. Therefore, Company’s HR policies aim at providing equal opportunities for all its employees, both at the time of their joining and during the course of employment. The Company has adopted practices of employee empowerment, growth and development by realizing their potential, encouraging innovative ideas and fair distribution of awards and rewards thereby building long term sustainable business capabilities and harmonious relations. The Company recognizes that over the course of employment, it is important to provide employees with ongoing education through various types of training be it in house or outside. During the year around 60% of total employees were covered under the various training programs.

The Company promotes a healthy work environment and lifestyle through various initiatives such as fitness programmes, health-care counselling, etc. To improve work-life balance, five day work week has been introduced.

36

CORPORATE GOVERNANCE REPORT FOR THE YEAR 2017-18

Company's Corporate Governance Philosophy

TRL Krosaki Refractories Limited is not a Listed Company. Hence, the Corporate Governance norms are not statutorily

mandatory for TRL Krosaki. However, your Company is committed to follow good corporate governance practices

proactively. The Company emphasizes the need for full transparency and accountability in all its transactions, in order to

protect the interests of its stakeholders. The Board considers itself as a Trustee of its Shareholders and acknowledges its

responsibilities towards them for creation and safeguarding their wealth. The Company believes that good corporate

governance practices generate goodwill among business partners, customers and investors, earn respect from society, bring

about a consistent sustainable growth and profitability for the Company and ensure competitive returns for the investors. The

Corporate Governance Philosophy has been strengthened with the implementation of Code of Conduct applicable to the

Company, its Directors and its Employees.

Board of Directors

The Board of Directors ("the Board") is at the core of our corporate governance practice and oversees how the Management

serves and protects the long-term interests of all our stakeholders. We believe that an active, well-informed and independent

Board is necessary to ensure the highest standards of corporate governance.

SIZE AND COMPOSITION OF THE BOARD

The Company has a Non-Executive Chairman and all other Directors except the Managing Director are Non-Executive

Directors (NEDs).

None of the Directors on the Board is Director in the Board of more than ten Public Companies (including directorship in

private company which is either holding or subsidiary company of a public company) and more than twenty Companies. Also,

none of the Director on the Board is a Member of more than 10 Board Committees (Audit Committees and Stakeholders'

Relationship Committees) and a Chairman of more than 5 Committees, across all the Companies in which he or she is a

Director.

Currently, the Board comprises; fifteen members consisting one Managing Director, twelve Non-Executive Directors (NEDs)

and two Independent Directors (IDs) including a Woman Director. The Board periodically evaluates the need for change in its

composition and size. Detailed profile of our Directors is available on our website: www.trlkrosaki.com .

None of the NEDs serve as IDs in over seven listed companies and the Whole-time Director does not serve as ID on any listed

company.

The Company has issued formal letters of appointment to Independent Directors. The terms and conditions of appointment of

Independent Directors is available on the Company's website and can be accessed at http://www.trlkrosaki.com/aboutUs/

Board-of-Directors.aspx

The names and categories of Directors on the Board, their attendance at Board Meetings during the year, and at the last Annual General Meeting, and also the number of Directorships and Committee Memberships held by them in other Companies are given below:

Name DIN No. of Board Whether attended No. of Directorships No. of Committee Meetings attended AGM held on in other Public Positions held in other during 2017-18 June, Companies # Public Companies * 28, 2017 As on 31.03.2018 As on 31.03.2018

As Chairman As Director As Chairman As Member

Non-Executive Directors

Mr. H. M. Nerurkar (Chairman) 00265887 6 No 2 6 3 3

Mr. V. S. N. Murty 00092348 6 Yes 1 - 1

Mr. Sudhansu Pathak 06545101 6 No - 1 - -

Mr. Kotaro Kuroda 03140089 3 No - - - -


37

TRL

Annexure GName DIN No. of Board Whether attended No. of Directorships No. of Committee

Meetings attended AGM held on in other Public Positions held in other during 2017-18 June, Companies # Public Companies * 28, 2017 As on 31.03.2018 As on 31.03.2018


Mr. Hiroshi Odawara 03514764 6 No - - - -

Mr. Kiyotaka Oshikawa 03515516 6 Yes - - - -

Mr. Toshikazu Takasu 07119176 5 No - - - -

Mr. Sadayoshi Tateishi 03119411 4 No - - - -

Mr. Takashi Matsunaga 07498855 3 No - - - -

Mr. Junichi Sakane 07499890 3 No - - - -

Mr. A. K. Rath 07596590 2 NA 1 - - -

Mr. H. P. Singh 07605026 3 NA - 1 - -

Independent Directors

Sunanda Lahiri 00451473 6 No - 4 - 2

Mr. Sudhir K. Joshi 00066366 6 No - 3 - 2

Executive Director(s)

Mr. P. B. Panda (Managing Director) 07048273 6 Yes - - - -

# Excludes Directorships in Private and Foreign Companies.

* Chairmanship/ Membership of Audit Committee and Stakeholders Relationship Committee.

Board Meetings

SCHEDULING AND SELECTION OF AGENDA ITEMS FOR BOARD MEETINGS

Dates for Board meetings in the ensuing year are decided in advance. Most Board meetings are held at TRL Krosaki, 11th Floor, Tata Centre, Kolkata - 700001. The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company. The Board meets at least once a quarter to review the quarterly results and other items on the agenda and also on the occasion of the Annual General Meeting ("AGM") of the shareholders. Additional meetings are held, when necessary. Committees of the Board usually meet the day before the formal Board meeting, or whenever the need arises for transacting business. The recommendations of the Committees are placed before the Board for necessary approval.

Six Board Meetings were held during the financial year ended 2017-18 and the gap between two consecutive meetings did not exceed one hundred and twenty days.

The details of meetings attended by Directors are given below:

Date of Meeting Mr. H. M. Nerurkar Mr. P.B. Panda Mr. V. S. N. Murty Mr. Sudhansu Pathak Mr. Kotaro Kuroda

24th Apr, 2017 Yes Yes Yes Yes Yes

20th July, 2017 Yes Yes Yes Yes No

6th Sep, 2017 Yes Yes Yes Yes Yes

24th Oct, 2017 Yes Yes Yes Yes No

24th Jan, 2018 Yes Yes Yes Yes No

17th Mar, 2018 Yes Yes Yes Yes Yes

Date of Meeting Mr. Kiyotaka Oshikawa Mr. Hiroshi Odawara Sunanda Lahiri Mr. Sudhir K. Joshi Mr. Toshikazu Takasu

24th Apr, 2017 Yes Yes Yes Yes No

20th July, 2017 Yes Yes Yes Yes Yes


24th Oct, 2017 Yes Yes Yes Yes Yes

24th Jan, 2018 Yes Yes Yes Yes Yes


36

CORPORATE GOVERNANCE REPORT FOR THE YEAR 2017-18

Company's Corporate Governance Philosophy

TRL Krosaki Refractories Limited is not a Listed Company. Hence, the Corporate Governance norms are not statutorily

mandatory for TRL Krosaki. However, your Company is committed to follow good corporate governance practices

proactively. The Company emphasizes the need for full transparency and accountability in all its transactions, in order to

protect the interests of its stakeholders. The Board considers itself as a Trustee of its Shareholders and acknowledges its

responsibilities towards them for creation and safeguarding their wealth. The Company believes that good corporate

governance practices generate goodwill among business partners, customers and investors, earn respect from society, bring

about a consistent sustainable growth and profitability for the Company and ensure competitive returns for the investors. The

Corporate Governance Philosophy has been strengthened with the implementation of Code of Conduct applicable to the

Company, its Directors and its Employees.

Board of Directors

The Board of Directors ("the Board") is at the core of our corporate governance practice and oversees how the Management

serves and protects the long-term interests of all our stakeholders. We believe that an active, well-informed and independent

Board is necessary to ensure the highest standards of corporate governance.

SIZE AND COMPOSITION OF THE BOARD

The Company has a Non-Executive Chairman and all other Directors except the Managing Director are Non-Executive

Directors (NEDs).

None of the Directors on the Board is Director in the Board of more than ten Public Companies (including directorship in

private company which is either holding or subsidiary company of a public company) and more than twenty Companies. Also,

none of the Director on the Board is a Member of more than 10 Board Committees (Audit Committees and Stakeholders'

Relationship Committees) and a Chairman of more than 5 Committees, across all the Companies in which he or she is a

Director.

Currently, the Board comprises; fifteen members consisting one Managing Director, twelve Non-Executive Directors (NEDs)

and two Independent Directors (IDs) including a Woman Director. The Board periodically evaluates the need for change in its

composition and size. Detailed profile of our Directors is available on our website: www.trlkrosaki.com .

None of the NEDs serve as IDs in over seven listed companies and the Whole-time Director does not serve as ID on any listed

company.

The Company has issued formal letters of appointment to Independent Directors. The terms and conditions of appointment of

Independent Directors is available on the Company's website and can be accessed at http://www.trlkrosaki.com/aboutUs/

Board-of-Directors.aspx

The names and categories of Directors on the Board, their attendance at Board Meetings during the year, and at the last Annual General Meeting, and also the number of Directorships and Committee Memberships held by them in other Companies are given below:

Name DIN No. of Board Whether attended No. of Directorships No. of Committee Meetings attended AGM held on in other Public Positions held in other during 2017-18 June, Companies # Public Companies * 28, 2017 As on 31.03.2018 As on 31.03.2018


Non-Executive Directors

Mr. H. M. Nerurkar (Chairman) 00265887 6 No 2 6 3 3

Mr. V. S. N. Murty 00092348 6 Yes 1 - 1

Mr. Sudhansu Pathak 06545101 6 No - 1 - -

Mr. Kotaro Kuroda 03140089 3 No - - - -


37

TRL

Annexure GName DIN No. of Board Whether attended No. of Directorships No. of Committee

Meetings attended AGM held on in other Public Positions held in other during 2017-18 June, Companies # Public Companies * 28, 2017 As on 31.03.2018 As on 31.03.2018


Mr. Hiroshi Odawara 03514764 6 No - - - -

Mr. Kiyotaka Oshikawa 03515516 6 Yes - - - -

Mr. Toshikazu Takasu 07119176 5 No - - - -

Mr. Sadayoshi Tateishi 03119411 4 No - - - -

Mr. Takashi Matsunaga 07498855 3 No - - - -

Mr. Junichi Sakane 07499890 3 No - - - -

Mr. A. K. Rath 07596590 2 NA 1 - - -

Mr. H. P. Singh 07605026 3 NA - 1 - -

Independent Directors

Sunanda Lahiri 00451473 6 No - 4 - 2

Mr. Sudhir K. Joshi 00066366 6 No - 3 - 2

Executive Director(s)

Mr. P. B. Panda (Managing Director) 07048273 6 Yes - - - -

# Excludes Directorships in Private and Foreign Companies.

* Chairmanship/ Membership of Audit Committee and Stakeholders Relationship Committee.

Board Meetings

SCHEDULING AND SELECTION OF AGENDA ITEMS FOR BOARD MEETINGS

Dates for Board meetings in the ensuing year are decided in advance. Most Board meetings are held at TRL Krosaki, 11th Floor, Tata Centre, Kolkata - 700001. The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company. The Board meets at least once a quarter to review the quarterly results and other items on the agenda and also on the occasion of the Annual General Meeting ("AGM") of the shareholders. Additional meetings are held, when necessary. Committees of the Board usually meet the day before the formal Board meeting, or whenever the need arises for transacting business. The recommendations of the Committees are placed before the Board for necessary approval.

Six Board Meetings were held during the financial year ended 2017-18 and the gap between two consecutive meetings did not exceed one hundred and twenty days.

The details of meetings attended by Directors are given below:

Date of Meeting Mr. H. M. Nerurkar Mr. P.B. Panda Mr. V. S. N. Murty Mr. Sudhansu Pathak Mr. Kotaro Kuroda

24th Apr, 2017 Yes Yes Yes Yes Yes

20th July, 2017 Yes Yes Yes Yes No


24th Oct, 2017 Yes Yes Yes Yes No



Date of Meeting Mr. Kiyotaka Oshikawa Mr. Hiroshi Odawara Sunanda Lahiri Mr. Sudhir K. Joshi Mr. Toshikazu Takasu

24th Apr, 2017 Yes Yes Yes Yes No

20th July, 2017 Yes Yes Yes Yes Yes


24th Oct, 2017 Yes Yes Yes Yes Yes

24th Jan, 2018 Yes Yes Yes Yes Yes


38

Date of Meeting Mr. Sadayoshi Tateishi Mr. Junichi Sakane Mr. Takashi Matsunaga Mr. A. K. Rath Mr. H. P. Singh

24th Apr, 2017 No No No Yes Yes

20th July, 2017 Yes No Yes No Yes

6th Sep, 2017 Yes Yes Yes No Yes

24th Oct, 2017 No No No No No


17th Mar, 2018 Yes Yes No No No

The Companies Act, 2013 read with the relevant rules made thereunder, now facilitates the participation of a Director in Board/Committee Meetings through video conferencing or other audio visual mode. Accordingly, the option to participate in the Meeting through video conferencing was made available for the Directors except in respect of such Meetings/Items which are not permitted to be transacted through video conferencing.

INDEPENDENT DIRECTORS MEETING

The Independent Directors met on 16th March, 2018 without the presence of Non Independent Directors and members of the Management. At this meeting, the Independent Directors inter alia evaluated the performance of the Non-Independent Directors and the Board of Directors as a whole, evaluated the performance of the Chairman of the Board and discussed aspects relating to the quality, quantity and timeliness of the flow of information between the Company, the Management and the Board.

AUDIT COMMITTEE

The Company has constituted an Audit Committee of Directors under Section 177 of the Companies Act, 2013. The primary objective of the Committee is to monitor and provide an 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 oversees the work carried out in the financial reporting process by the Management, the internal auditors and the statutory auditors and notes the processes and safeguards employed by each of them.

The Audit Committee may also review such matters as considered appropriate by it or referred to it by the Board.

Six Meetings of the Audit Committee were held during the financial year 2017-18.

The composition of the Audit Committee and the details of meetings attended by the Directors are given below:

Date of Meeting Mr. V.S.N. Murty (Chairman) Mr. Sudhir K. Joshi (Member) Sunanda Lahiri (Member) Non-Independent & Non-Executive Independent & Non-Executive Independent & Non-Executive

24th Apr, 2017 Yes Yes Yes

20th July, 2017 Yes Yes Yes

6th Sep, 2017 Yes Yes Yes

23rd Oct, 2017 Yes Yes Yes

23rd Jan, 2018 Yes Yes Yes

16th Mar, 2018 Yes Yes Yes

Mr. V. S. N. Murty, Chairman of the Committee was present at the last Annual General Meeting held on 28th June, 2017.

The Audit Committee Meetings are attended by Mr. K. Oshikawa, Non-Executive Director, Executive Vice President & CFO, Internal Auditors and representative of Statutory Auditors are invited to the meetings. Other senior executives of the Company attended the meetings as and when required by the Committee. The Dy. GM & Company Secretary acts as the Secretary of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted Nomination and Remuneration Committee of Directors under Section 178 of the Companies Act, 2013.

The terms of reference of the Committee inter alia, include the following:

l Succession planning of the Board of Directors and Senior Management Employees;


39

TRL

l Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

l Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

l Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

l Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.

Chairman of Nomination and Remuneration Committee, Mr. Kotaro Kuroda is different from Chairman of Board of Directors. Mr. S.K. Joshi and Sunanda Lahiri, Independent Directors are Members of the Committee.

Two Meetings of the Nomination and Remuneration Committee were held during the financial year 2017-18.

The composition of the Nomination and Remuneration Committee and the details of meeting attended by the Directors are given below.

Date of Meeting Mr. Kotaro Kuroda Mr. H. M. Nerurkar Mr. S.K. Joshi Sunanda Lahiri

(Chairman) (Member) (Member) (Member)

Non-Independent & Non-Independent & Independent & Independent &

Non-Executive Non-Executive Non-Executive Non-Executive

24th Apr, 2017 Yes Yes Yes Yes

6th Sep, 2017 Yes Yes Yes Yes

REMUNERATION POLICY OF DIRECTORS, KMPs AND OTHER EMPLOYEES

The Remuneration Policy approved by the Nomination and Remuneration Committee and Board is available on the Company's website http://www.trlkrosaki.com/aboutus/policies.aspx

DETAILS OF REMUNERATION TO DIRECTORS FOR 2017-18

(a) Non-Whole time Directors (` Lakhs)

Sl. No. Name of the Director Commission * Sitting Fees

1 Mr. H. M. Nerurkar 6.04 2.40

2 Mr. V.S.N. Murty 4.18 2.10

3 Mr. Sudhansu Pathak 1.86 1.35

4 Mr. Hiroshi Odawara 2.79 2.10

5 Mr. Kotaro Kuroda 2.32 1.35

6 Mr. Kiyotaka Oshikawa 1.39 1.20

7 Sunanda Lahiri 3.25 2.40

8 Mr. Sudhir K. Joshi 3.48 2.55

9 Mr. Toshikazu Takasu 1.16 1.00

10 Mr. Sadayoshi Tateishi 0.93 0.80

11 Mr. Takashi Matsunaga 0.69 0.60

12 Mr. Junichi Sakane 0.69 0.60

13 Mr. A. K. Rath 0.46 0.40

14 Mr. H. P. Singh 0.69 0.60

38

Date of Meeting Mr. Sadayoshi Tateishi Mr. Junichi Sakane Mr. Takashi Matsunaga Mr. A. K. Rath Mr. H. P. Singh

24th Apr, 2017 No No No Yes Yes

20th July, 2017 Yes No Yes No Yes

6th Sep, 2017 Yes Yes Yes No Yes

24th Oct, 2017 No No No No No


17th Mar, 2018 Yes Yes No No No

The Companies Act, 2013 read with the relevant rules made thereunder, now facilitates the participation of a Director in Board/Committee Meetings through video conferencing or other audio visual mode. Accordingly, the option to participate in the Meeting through video conferencing was made available for the Directors except in respect of such Meetings/Items which are not permitted to be transacted through video conferencing.

INDEPENDENT DIRECTORS MEETING

The Independent Directors met on 16th March, 2018 without the presence of Non Independent Directors and members of the Management. At this meeting, the Independent Directors inter alia evaluated the performance of the Non-Independent Directors and the Board of Directors as a whole, evaluated the performance of the Chairman of the Board and discussed aspects relating to the quality, quantity and timeliness of the flow of information between the Company, the Management and the Board.

AUDIT COMMITTEE

The Company has constituted an Audit Committee of Directors under Section 177 of the Companies Act, 2013. The primary objective of the Committee is to monitor and provide an 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 oversees the work carried out in the financial reporting process by the Management, the internal auditors and the statutory auditors and notes the processes and safeguards employed by each of them.

The Audit Committee may also review such matters as considered appropriate by it or referred to it by the Board.

Six Meetings of the Audit Committee were held during the financial year 2017-18.

The composition of the Audit Committee and the details of meetings attended by the Directors are given below:

Date of Meeting Mr. V.S.N. Murty (Chairman) Mr. Sudhir K. Joshi (Member) Sunanda Lahiri (Member) Non-Independent & Non-Executive Independent & Non-Executive Independent & Non-Executive

24th Apr, 2017 Yes Yes Yes


6th Sep, 2017 Yes Yes Yes

23rd Oct, 2017 Yes Yes Yes

23rd Jan, 2018 Yes Yes Yes

16th Mar, 2018 Yes Yes Yes

Mr. V. S. N. Murty, Chairman of the Committee was present at the last Annual General Meeting held on 28th June, 2017.

The Audit Committee Meetings are attended by Mr. K. Oshikawa, Non-Executive Director, Executive Vice President & CFO, Internal Auditors and representative of Statutory Auditors are invited to the meetings. Other senior executives of the Company attended the meetings as and when required by the Committee. The Dy. GM & Company Secretary acts as the Secretary of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted Nomination and Remuneration Committee of Directors under Section 178 of the Companies Act, 2013.

The terms of reference of the Committee inter alia, include the following:

l Succession planning of the Board of Directors and Senior Management Employees;


39

TRL

l Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

l Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

l Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

l Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.

Chairman of Nomination and Remuneration Committee, Mr. Kotaro Kuroda is different from Chairman of Board of Directors. Mr. S.K. Joshi and Sunanda Lahiri, Independent Directors are Members of the Committee.

Two Meetings of the Nomination and Remuneration Committee were held during the financial year 2017-18.

The composition of the Nomination and Remuneration Committee and the details of meeting attended by the Directors are given below.

Date of Meeting Mr. Kotaro Kuroda Mr. H. M. Nerurkar Mr. S.K. Joshi Sunanda Lahiri


Non-Independent & Non-Independent & Independent & Independent &

Non-Executive Non-Executive Non-Executive Non-Executive

24th Apr, 2017 Yes Yes Yes Yes


REMUNERATION POLICY OF DIRECTORS, KMPs AND OTHER EMPLOYEES

The Remuneration Policy approved by the Nomination and Remuneration Committee and Board is available on the Company's website http://www.trlkrosaki.com/aboutus/policies.aspx

DETAILS OF REMUNERATION TO DIRECTORS FOR 2017-18

(a) Non-Whole time Directors (` Lakhs)

Sl. No. Name of the Director Commission * Sitting Fees

1 Mr. H. M. Nerurkar 6.04 2.40

2 Mr. V.S.N. Murty 4.18 2.10

3 Mr. Sudhansu Pathak 1.86 1.35

4 Mr. Hiroshi Odawara 2.79 2.10

5 Mr. Kotaro Kuroda 2.32 1.35

6 Mr. Kiyotaka Oshikawa 1.39 1.20

7 Sunanda Lahiri 3.25 2.40

8 Mr. Sudhir K. Joshi 3.48 2.55

9 Mr. Toshikazu Takasu 1.16 1.00

10 Mr. Sadayoshi Tateishi 0.93 0.80

11 Mr. Takashi Matsunaga 0.69 0.60

12 Mr. Junichi Sakane 0.69 0.60

13 Mr. A. K. Rath 0.46 0.40

14 Mr. H. P. Singh 0.69 0.60

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Note:

(a) * Commission will be paid after adoption of financial statements for FY 2017-18 at the AGM scheduled to be held on September 18, 2018.

(b) Amounts indicated against Mr. Hiroshi Odawara, Mr. Kotaro Kuroda, Mr. Kiyotaka Oshikawa, Mr. Toshikazu Takasu, Mr. Sadayoshi Tateishi, Mr. Takashi Matsunaga and Mr. Junichi Sakane are paid/payable to Krosaki Harima Corporation, Japan.

(c) Amounts indicated against Mr. A. K. Rath and Mr. H. P. Singh are paid/payable to Steel Authority of India Ltd.

(d) Amount indicated against Mr. Sudhansu Pathak :

(i) Sitting Fee is payable to Tata Steel Ltd.

(ii) Commission is waived as per Tata Steel Policy.

(b) Managing Director (` lakhs)

Name Salary Perquisites & Allowances Commission @ Stock Options

Mr. P. B. Panda 69.75 31.45 87.00 -

@ Commission will be paid after adoption of financial statements for FY 2017-18 at the AGM scheduled to be held on September 18, 2018.

Service Contract, Severance Fees and Notice Period

Period of Contract of MD: From 1st January, 2018 to 3rd April, 2020

The contract may be terminated by either party giving the other party six months' notice or the Company paying six months' salary in lieu thereof. There is no separate provision for payment of severance fees.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

In terms of Section 135 of the Companies Act, 2013, the Board has constituted a Corporate Social Responsibility (CSR) Committee to monitor the Corporate Social Responsibility Policy of the Company and the activities included in the policy.

The terms of reference of the Committee are:

(a) To formulate and recommend to the Board, a Corporate Social Responsibility Policy, which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

(b) To recommend the amount of expenditure to be incurred on CSR activities; and

(c) To monitor from time to time the CSR Policy of the Company.

One Meeting of the Corporate Social Responsibility (CSR) Committee were held during the financial year 2017-18.

The composition of the CSR Committee and the details of meeting attended by the Directors are given below:

Date of Meeting Mr. Sudhansu Pathak Mr. P.B. Panda Mr. Sudhir K. Joshi

(Chairman) (Member) (Member)

Non-Independent & Managing Director Independent &

Non-Executive Director Non-Executive Director


COMMITTEE OF BOARD

In addition to the above Committees on Corporate Governance, the Board has also constituted an additional committee known as Committee of Board and its terms of reference amongst its other functions is to periodically review:

l Business and Strategy

l Financial matters requiring special attention

l Long term financial projections and cash flow

l Capital expenditure programmes

l Organizational Structure.

COB shall also periodically review Company's business plans, profit projections, ways and means position etc.

Six Meeting of the Committee of Board (COB) was held during the financial year 2017-18.

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The composition of the COB and the details of meeting attended by the Directors are given below.

Date of Meeting Mr. H. M. Nerurkar Mr. P. B. Panda Mr. Kotaro Kuroda Mr. Hiroshi Odawara


Non-Independent & Managing Director Non-Independent & Non-Independent &

Non-Executive Non-Executive Non-Executive

24th April, 2017 Yes Yes Yes Yes

20th July, 2017 Yes Yes No Yes


24th Oct, 2017 Yes Yes No Yes

24th Jan, 2018 Yes Yes No Yes

17th Mar, 2018 Yes Yes Yes Yes

GENERAL BODY MEETINGS

(a) Location and time, for last three Annual General Meetings (AGMs) and details of Special Resolution Passed:

Financial Year Date Time Location Special Resolution Passed for

2016-17 28th 11.00AM Belpahar, Jharsuguda, No special Resolution Passed. June 17 Odisha - 768 218

2015-16 26th 1.00 PM Belpahar, Jharsuguda, No special Resolution Passed. Sept’16 Odisha – 768 218

2014-15 29th 12.00 Belpahar, Approval of Mr. P.B. Panda (DIN: 07048273), as Sept’15 Noon Jharsuguda, the Managing Director of the company for the

st st Odisha – 768 218 period from 1 Jan, 2015 to 31 Dec, 2017.

(b) No Extra-Ordinary General Meeting of shareholders was held during the Year under review.

OTHER DISCLOSURES

The Board has received disclosures from key managerial personnel relating to financial and commercial transactions where they and/or their relatives have personal interest. There are no materially significant related party transactions, which have potential conflict with the interests of the Company at large.

INFORMATION TO INVESTORS

Annual General Meeting 2018th Date 18 September, 2018

Time 12:00 Noon IST

Venue TRL Krosaki Refractories Limited, Belpahar, Jharsuguda, Odisha 768218.

Financial Year 1st April 2017 to 31st March, 2018

Particulars of Directors seeking appointment / re-appointment are given in the annexure to the Notice of the Annual General Meeting to be held on 18th September, 2018.

Address for correspondence Dy. GM & Company Secretary TRL Krosaki Refractories Limited CIN-U26921OR1958PLC000349 PO: Belpahar – 768 218 Dist.: Jharsuguda, Odisha, INDIA Phone: +91 6645 258417 E-mail: [email protected] Transfer System:

Share Transfers in physical form can be lodged with the Company at the above mentioned address. The transfers are normally processed within two weeks from the date of receipt if the documents are complete in all respects. Certain Directors and the Company Secretary are severally empowered to approve transfers.

40


Note:

(a) * Commission will be paid after adoption of financial statements for FY 2017-18 at the AGM scheduled to be held on September 18, 2018.

(b) Amounts indicated against Mr. Hiroshi Odawara, Mr. Kotaro Kuroda, Mr. Kiyotaka Oshikawa, Mr. Toshikazu Takasu, Mr. Sadayoshi Tateishi, Mr. Takashi Matsunaga and Mr. Junichi Sakane are paid/payable to Krosaki Harima Corporation, Japan.

(c) Amounts indicated against Mr. A. K. Rath and Mr. H. P. Singh are paid/payable to Steel Authority of India Ltd.

(d) Amount indicated against Mr. Sudhansu Pathak :

(i) Sitting Fee is payable to Tata Steel Ltd.

(ii) Commission is waived as per Tata Steel Policy.

(b) Managing Director (` lakhs)

Name Salary Perquisites & Allowances Commission @ Stock Options

Mr. P. B. Panda 69.75 31.45 87.00 -

@ Commission will be paid after adoption of financial statements for FY 2017-18 at the AGM scheduled to be held on September 18, 2018.

Service Contract, Severance Fees and Notice Period

Period of Contract of MD: From 1st January, 2018 to 3rd April, 2020

The contract may be terminated by either party giving the other party six months' notice or the Company paying six months' salary in lieu thereof. There is no separate provision for payment of severance fees.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

In terms of Section 135 of the Companies Act, 2013, the Board has constituted a Corporate Social Responsibility (CSR) Committee to monitor the Corporate Social Responsibility Policy of the Company and the activities included in the policy.

The terms of reference of the Committee are:

(a) To formulate and recommend to the Board, a Corporate Social Responsibility Policy, which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

(b) To recommend the amount of expenditure to be incurred on CSR activities; and

(c) To monitor from time to time the CSR Policy of the Company.

One Meeting of the Corporate Social Responsibility (CSR) Committee were held during the financial year 2017-18.

The composition of the CSR Committee and the details of meeting attended by the Directors are given below:

Date of Meeting Mr. Sudhansu Pathak Mr. P.B. Panda Mr. Sudhir K. Joshi

(Chairman) (Member) (Member)

Non-Independent & Managing Director Independent &

Non-Executive Director Non-Executive Director


COMMITTEE OF BOARD

In addition to the above Committees on Corporate Governance, the Board has also constituted an additional committee known as Committee of Board and its terms of reference amongst its other functions is to periodically review:

l Business and Strategy

l Financial matters requiring special attention

l Long term financial projections and cash flow

l Capital expenditure programmes

l Organizational Structure.

COB shall also periodically review Company's business plans, profit projections, ways and means position etc.

Six Meeting of the Committee of Board (COB) was held during the financial year 2017-18.

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The composition of the COB and the details of meeting attended by the Directors are given below.

Date of Meeting Mr. H. M. Nerurkar Mr. P. B. Panda Mr. Kotaro Kuroda Mr. Hiroshi Odawara


Non-Independent & Managing Director Non-Independent & Non-Independent &

Non-Executive Non-Executive Non-Executive

24th April, 2017 Yes Yes Yes Yes

20th July, 2017 Yes Yes No Yes


24th Oct, 2017 Yes Yes No Yes

24th Jan, 2018 Yes Yes No Yes

17th Mar, 2018 Yes Yes Yes Yes

GENERAL BODY MEETINGS

(a) Location and time, for last three Annual General Meetings (AGMs) and details of Special Resolution Passed:

Financial Year Date Time Location Special Resolution Passed for

2016-17 28th 11.00AM Belpahar, Jharsuguda, No special Resolution Passed. June 17 Odisha - 768 218

2015-16 26th 1.00 PM Belpahar, Jharsuguda, No special Resolution Passed. Sept’16 Odisha – 768 218

2014-15 29th 12.00 Belpahar, Approval of Mr. P.B. Panda (DIN: 07048273), as Sept’15 Noon Jharsuguda, the Managing Director of the company for the

st st Odisha – 768 218 period from 1 Jan, 2015 to 31 Dec, 2017.

(b) No Extra-Ordinary General Meeting of shareholders was held during the Year under review.

OTHER DISCLOSURES

The Board has received disclosures from key managerial personnel relating to financial and commercial transactions where they and/or their relatives have personal interest. There are no materially significant related party transactions, which have potential conflict with the interests of the Company at large.

INFORMATION TO INVESTORS

Annual General Meeting 2018th Date 18 September, 2018

Time 12:00 Noon IST

Venue TRL Krosaki Refractories Limited, Belpahar, Jharsuguda, Odisha 768218.

Financial Year 1st April 2017 to 31st March, 2018

Particulars of Directors seeking appointment / re-appointment are given in the annexure to the Notice of the Annual General Meeting to be held on 18th September, 2018.

Address for correspondence Dy. GM & Company Secretary TRL Krosaki Refractories Limited CIN-U26921OR1958PLC000349 PO: Belpahar – 768 218 Dist.: Jharsuguda, Odisha, INDIA Phone: +91 6645 258417 E-mail: [email protected] Transfer System:

Share Transfers in physical form can be lodged with the Company at the above mentioned address. The transfers are normally processed within two weeks from the date of receipt if the documents are complete in all respects. Certain Directors and the Company Secretary are severally empowered to approve transfers.

42


Number Number of % of Number of % of of Shares Slab Shareholders Shareholders Shares Held Shares Held

1-100 25 22.32 1,968 0.01

101-500 22 19.64 7,948 0.04

501-1000 16 14.29 14,350 0.07

1001-5000 16 14.29 42,510 0.20

5001-10000 4 3.57 31,500 0.15

10001-100000 23 20.53 7,98,210 3.82

Above 100000 6 5.36 200,03,514 95.71

Total 112 100 209,00,000 100

stCategories of Shareholding as on 31 March, 2018

Category of Shareholder Number of Shares Held Percentage of Share Capital

Foreign Holdings 106,59,000 51

Government Companies 22,03,150 10.54

FIs, Insurance Companies & Banks 9,62,500 4.61

Other Corporate Bodies 58,17,354 27.83

Mutual Funds - -

Directors & Relatives 100 -

Key Managerial Personnel & Relatives (Other than Managing Director) 150 -

Individual & Others 12,57,746 6.02

Total 209,00,000 100

stTop Ten Shareholders of the Company as on 31 March, 2018

Sl.No. Name of the Shareholders No. of Shares Held % of Holding

1 Krosaki Harima Corporation 106,59,000 51

2 Tata Steel Limited 55,63,864 26.62

3 Steel Authority of India Limited 22,03,150 10.54

4 Life Insurance Corp. of India 9,62,500 4.61

5 Rita Pavankumar 4,65,000 2.22

6 Mr. Ajay Kumar Kayan 1,50,000 0.72

7 S. M. S. Investment Corp. Pvt. Limited 97,490 0.47

8 Devraj Singh 92,285 0.44

9 Lalitya Kumari 92,285 0.44

10 Man-Made Fibers Pvt. Limited 75,000 0.36

Dematerialization of shares as on 31st March, 2018

We have established connectivity with the depository, i.e. National Security Depository Limited (NSDL). The International Securities Identification Number ("ISIN") allotted to the shares under the Depository System is INE 012L01014. 1,82,28,324 equity shares of the Company representing 87.21% of the Company's Share Capital is dematerialized as on 31st March, 2018.

Unclaimed Dividend-

Ÿ All unclaimed /unpaid dividend amounts for the financial year 2009-10, have been transferred to Investor Education & Protection Fund and no claims will lie against the Company or the Fund in respect of the unclaimed amounts so transferred.

st Distribution of Shareholding as on 31 March, 2018

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Ÿ The unclaimed dividend declared in respect of the financial year 2010-11 can be claimed by the shareholders by 1st October, 2018.

Address for Correspondence : Dy. GM & Company Secretary TRL Krosaki Refractories Limited PO: Belpahar – 768 218, Dist: Jharsuguda Odisha, INDIA

Phone: +91 6645 258417, E-mail: [email protected]

OTHER INFORMATION TO THE SHAREHOLDERS

Dividend History for the last 10 years

Financial Year Dividend Date Rate Financial Year Dividend Date Rate

2016-17 28.06.2017 63% 2011-12 15.09.2012 35%

2015-16 26.09.2016 20% 2010-11 06.05.2011 158%

2014-15 29.09.2015 10% 2009-10 24.07.2010 55%

2013-14 06.09.2014 10% 2008-09 05.09.2009 50%

2012-13 21.09.2013 10% 2007-08 02.08.2008 35%

Bank Details

Shareholders holding in the physical form are requested to notify/send the following to the Company to facilitate better servicing:-

(i) any change in their address/mandate/bank details, and

(ii) Particulars of the bank account in which they wish their dividend to be credited, in case have not been furnished earlier.

Shareholders are advised that respective bank details and address as furnished by them or by Depositories to the Company, for shares held in the physical form and in the dematerialized form respectively, will be printed on their dividend warrants as a measure of protection against fraudulent encashment.

Nomination Facility

Shareholders who hold shares in the physical form and wish to make/change a nomination in respect of their shares in the Company, as permitted under Section 72 of the Companies Act, 2013, may submit to the Company the prescribed Forms SH-13/SH-14. The Nomination Form can be downloaded from the Company's website www.trlkrosaki.com .

Shares held in Electronic Form

Shareholders holding shares in electronic form may please note that instructions regarding change of address, bank details, nomination and power of attorney should be given directly to the Depository Participant (DP).

Shares held in Physical Form

Shareholders holding shares in physical form may please note that instructions regarding change of address, bank details, nomination and power of attorney should be given to the Company.

National – Electronic Clearing Service (NECS) Facility

As per RBI notification, with effect from 1st October, 2009, the remittance of dividend through Electronic Credit Service (ECS) is replaced by National Electronic Clearing Service (NECS). Shareholders were requested by the Company to intimate their Folio No(s), Name and Branch of the Bank in which they wish to receive the dividend, the Bank Account type, Bank Account Number allotted by their banks after implementation of Core Banking Solutions (CBS) and the IFS Code / 9 digit MICR Code Number.

Shareholders who have already intimated the above information to the Depository Participants (DPs) / the Company need not take any further action in this regard.

Shareholders who have not intimated the DPs / the Company are requested to intimate the above information in respect of shares held in electronic form to the DPs and in respect of shares held in physical form, to the Company.

Those Shareholders who do not wish to avail of the NECS facility, are requested to furnish to the DPs/the Company, the name and Branch of the Bank and the Bank Account Number allotted by their banks after implementation of Core Banking Solutions, which will be printed on the warrants.

42


Number Number of % of Number of % of of Shares Slab Shareholders Shareholders Shares Held Shares Held

1-100 25 22.32 1,968 0.01

101-500 22 19.64 7,948 0.04

501-1000 16 14.29 14,350 0.07

1001-5000 16 14.29 42,510 0.20

5001-10000 4 3.57 31,500 0.15

10001-100000 23 20.53 7,98,210 3.82

Above 100000 6 5.36 200,03,514 95.71

Total 112 100 209,00,000 100

stCategories of Shareholding as on 31 March, 2018

Category of Shareholder Number of Shares Held Percentage of Share Capital

Foreign Holdings 106,59,000 51

Government Companies 22,03,150 10.54

FIs, Insurance Companies & Banks 9,62,500 4.61

Other Corporate Bodies 58,17,354 27.83

Mutual Funds - -

Directors & Relatives 100 -

Key Managerial Personnel & Relatives (Other than Managing Director) 150 -

Individual & Others 12,57,746 6.02

Total 209,00,000 100

stTop Ten Shareholders of the Company as on 31 March, 2018

Sl.No. Name of the Shareholders No. of Shares Held % of Holding

1 Krosaki Harima Corporation 106,59,000 51

2 Tata Steel Limited 55,63,864 26.62

3 Steel Authority of India Limited 22,03,150 10.54

4 Life Insurance Corp. of India 9,62,500 4.61

5 Rita Pavankumar 4,65,000 2.22

6 Mr. Ajay Kumar Kayan 1,50,000 0.72

7 S. M. S. Investment Corp. Pvt. Limited 97,490 0.47

8 Devraj Singh 92,285 0.44

9 Lalitya Kumari 92,285 0.44

10 Man-Made Fibers Pvt. Limited 75,000 0.36

Dematerialization of shares as on 31st March, 2018

We have established connectivity with the depository, i.e. National Security Depository Limited (NSDL). The International Securities Identification Number ("ISIN") allotted to the shares under the Depository System is INE 012L01014. 1,82,28,324 equity shares of the Company representing 87.21% of the Company's Share Capital is dematerialized as on 31st March, 2018.

Unclaimed Dividend-

Ÿ All unclaimed /unpaid dividend amounts for the financial year 2009-10, have been transferred to Investor Education & Protection Fund and no claims will lie against the Company or the Fund in respect of the unclaimed amounts so transferred.

st Distribution of Shareholding as on 31 March, 2018

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Ÿ The unclaimed dividend declared in respect of the financial year 2010-11 can be claimed by the shareholders by 1st October, 2018.

Address for Correspondence : Dy. GM & Company Secretary TRL Krosaki Refractories Limited PO: Belpahar – 768 218, Dist: Jharsuguda Odisha, INDIA

Phone: +91 6645 258417, E-mail: [email protected]

OTHER INFORMATION TO THE SHAREHOLDERS

Dividend History for the last 10 years

Financial Year Dividend Date Rate Financial Year Dividend Date Rate

2016-17 28.06.2017 63% 2011-12 15.09.2012 35%

2015-16 26.09.2016 20% 2010-11 06.05.2011 158%

2014-15 29.09.2015 10% 2009-10 24.07.2010 55%

2013-14 06.09.2014 10% 2008-09 05.09.2009 50%

2012-13 21.09.2013 10% 2007-08 02.08.2008 35%

Bank Details

Shareholders holding in the physical form are requested to notify/send the following to the Company to facilitate better servicing:-

(i) any change in their address/mandate/bank details, and

(ii) Particulars of the bank account in which they wish their dividend to be credited, in case have not been furnished earlier.

Shareholders are advised that respective bank details and address as furnished by them or by Depositories to the Company, for shares held in the physical form and in the dematerialized form respectively, will be printed on their dividend warrants as a measure of protection against fraudulent encashment.

Nomination Facility

Shareholders who hold shares in the physical form and wish to make/change a nomination in respect of their shares in the Company, as permitted under Section 72 of the Companies Act, 2013, may submit to the Company the prescribed Forms SH-13/SH-14. The Nomination Form can be downloaded from the Company's website www.trlkrosaki.com .

Shares held in Electronic Form

Shareholders holding shares in electronic form may please note that instructions regarding change of address, bank details, nomination and power of attorney should be given directly to the Depository Participant (DP).

Shares held in Physical Form

Shareholders holding shares in physical form may please note that instructions regarding change of address, bank details, nomination and power of attorney should be given to the Company.

National – Electronic Clearing Service (NECS) Facility

As per RBI notification, with effect from 1st October, 2009, the remittance of dividend through Electronic Credit Service (ECS) is replaced by National Electronic Clearing Service (NECS). Shareholders were requested by the Company to intimate their Folio No(s), Name and Branch of the Bank in which they wish to receive the dividend, the Bank Account type, Bank Account Number allotted by their banks after implementation of Core Banking Solutions (CBS) and the IFS Code / 9 digit MICR Code Number.

Shareholders who have already intimated the above information to the Depository Participants (DPs) / the Company need not take any further action in this regard.

Shareholders who have not intimated the DPs / the Company are requested to intimate the above information in respect of shares held in electronic form to the DPs and in respect of shares held in physical form, to the Company.

Those Shareholders who do not wish to avail of the NECS facility, are requested to furnish to the DPs/the Company, the name and Branch of the Bank and the Bank Account Number allotted by their banks after implementation of Core Banking Solutions, which will be printed on the warrants.

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INDEPENDENT AUDITOR’S REPORTTo the Members of TRL Krosaki Refractories Limited

Report on the Audit of the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of TRL Krosaki Refractories Limited (“the Company”), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs, profit (including other comprehensive income),changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We are also responsible to conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor’s report. However, future events or conditions may cause an entity to cease to continue as a going concern.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31 March 2018, its profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.


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Other Matters

The financial statements of the Company for the year ended 31 March 2017, prepared in accordance with Ind AS, have been audited by an another auditor who expressed an unmodified opinion on those statements on 25 April 2017.

Our opinion is not modified in respect of the above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act;

e) On the basis of the written representations received from the directors as on 31 March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”; and

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements-Refer note 27 to the standalone Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company; and

iv. The disclosures in the financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made since they do not pertain to the financial year ended 31 March 2018.

For B S R & Co. LLP Chartered Accountants Firm’s Registration No. 101248W/W-100022

sd/-

Jayanta MukhopadhyayPlace: Kolkata Partner Date: 24 April 2018 Membership No.055757

44

INDEPENDENT AUDITOR’S REPORTTo the Members of TRL Krosaki Refractories Limited

Report on the Audit of the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of TRL Krosaki Refractories Limited (“the Company”), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs, profit (including other comprehensive income),changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.


Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We are also responsible to conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor’s report. However, future events or conditions may cause an entity to cease to continue as a going concern.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31 March 2018, its profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.


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Other Matters

The financial statements of the Company for the year ended 31 March 2017, prepared in accordance with Ind AS, have been audited by an another auditor who expressed an unmodified opinion on those statements on 25 April 2017.

Our opinion is not modified in respect of the above matter.


1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act;

e) On the basis of the written representations received from the directors as on 31 March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”; and

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements-Refer note 27 to the standalone Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company; and

iv. The disclosures in the financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made since they do not pertain to the financial year ended 31 March 2018.


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Annexure – A to THE INDEPENDENT AUDITOR'S REPORT(Referred to in our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all the fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, a portion of the fixed assets has been physically verified by the management during the year. In our opinion, the frequency of such physical verification is reasonable having regard to the size of the Company and the nature of its assets. As informed to us, no material discrepancies were noticed on such verification carried out during the year.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) According to the information and explanations given to us the inventory have been physically verified by the management, at reasonable intervals, during the year. In our opinion, the frequency of such verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to Companies, Firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 (“Act”). Accordingly, the provisions of paragraph 3(iii) of the Order are not applicable to the Company.

(iv) According to the information and explanations given to us, the Company has not given any loans, investments, guarantees or securities during the year that would attract provisions of section 185 and 186 of the Act. Accordingly, the provisions of paragraph 3(iv) of the Order are not applicable to the Company.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public as per the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Accordingly, the provisions of paragraph 3(v) of the Order are not applicable to the Company.

(vi) We have broadly reviewed the records maintained by the Company pursuant to the rules prescribed by Central Government for maintenance of cost records under section 1 of Section 148 of the Act in respect of the products manufactured by the Company and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees’ state insurance, sales tax, value added tax, service tax, goods and services tax, excise duty, custom duty, cess, income tax and any other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, sales tax, value added tax, service tax, goods and services tax, excise duty, custom duty, cess, income tax and any other material statutory dues were in arrears as at 31 March 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, value added tax, entry tax, service tax, excise duty and custom duty which have not been deposited with the appropriate authorities on account of any dispute, except as mentioned below:

Name of the statute Nature of the dues Amount Period to which Forum where in ` amount relates dispute is pending

Income tax Act, 1961 Disallowances arising in income 20,59,59,575 Assessment years Commissioner of Income tax proceedings (deposits paid 2010-11 to 2014-15 Tax (Appeals) Rs. 6,79,80,620)

Central Excise Act, Disallowance of Cenvat Credit 3,78,29,702 2000-01, 2003-04 to Central Excise and Service 1944 (deposits paid Rs. 225,0728) 2010-11 Tax Appellate Tribunal

Central Excise Act, Disallowance of Cenvat Credit 82,23,000 1999-2000 and 2001-02 Hon’ble High Court of 1944 Madras

Central Excise Act, Utilisation of excess Cenvat credit 51,96,15,256 2008-09 Central Excise and Service 1944 (deposits paid Rs. 1,94,85,572) Tax Appellate Tribunal

Customs Act,1962 Classification of products under incorrect 8,58,85,021 2011-12 to 2017-18 Commissioner (Appeals) category (deposits paid Rs. 8,58,85,021)

Finance Act, 1994 Disallowance of credit on outward 1,79,43,302 2005-06 to 2008-09 Central Excise and Service transportation (deposits paid Rs. 671,378) Tax Appellate Tribunal

Central Sales Tax Non submission of Statutory forms 1,60,37,689 2006-07 to 2008-09 Sales Tax TribunalAct, 1956 (deposits paid Rs. 1,19,89,400)

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Central Sales Tax Act, Non submission of statutory forms 1,50,92,299 1994-1995 Hon’ble High Court of 1956 (deposits paid Rs. 2,000,000) Odisha

Central Sales Tax Act, Non submission of statutory forms 6,06,56,822 1987-1989, 2006-07, Commissioner, 1956 (deposits paid Rs. 2,07,10,220) 2009-10 to 2014-15 Deputy Commissioner, Additional Commissioner, Joint Commissioner

Central Sales Tax Act, Submission of defective forms 43,20,734 2005-06 Additional Commissioner1956 (deposits paid Rs. 7,50,000)

Central Sales Tax Act, Wrong utilisation of C form 2,00,000 1986-1989 Commissioner of Sales Tax1956

Odisha Entry Tax Act, Tax demand on non-scheduled 18,67,821 2002-03, 2012-13 to Additional Commissioner of1999 goods (deposits paid Rs. 7,96,782) 2013-14 Sales Tax

Orissa Value Added Disallowance of input credit 21,64,470 2001-02 to 2004-05 Sales Tax TribunalTax Act, 2004 (deposits paid Rs. 21,64,470)

Orissa Value Added Reversal of input tax credit 26,57,04,686 2007-08 to 2013-14 Hon’ble High Court of Tax Act, 2004 Odisha

Gujarat Value Added Demand due to incorrect filing by 5,76,32,253 2009-10 Commissioner of Sales TaxTax,2003 supplier

Orissa Value Added Disallowance of input credit 21,74,520 2014-15 Deputy CommissionerTax Act, 2004

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to bank. The Company did not have any outstanding debentures or loan from financial institution or government.

(ix) According to the information and explanations given to us and based on our examination of the records of the Company, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, the provisions of paragraph 3(ix) of the Order are not applicable to the Company.

(x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

(xi) According to the information and explanations given to us and based on our examination of the records, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions of paragraph 3 (xii) of the Order are not applicable to the Company.

(xiii) According to the information and explanation given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable and the details of such transactions have been disclosed in the standalone Ind AS financial statements as required by applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions of paragraph 3(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non - cash transactions with directors or persons connected with him as per Section 192 of the Act. Accordingly, the provisions of paragraph 3 (xv) of the Order are not applicable to the Company.

(xvi) Accordingly to the information and explanation given to us, the Company is not required to be registered under section 45-I A of the Reserve Bank of India Act 1934. Accordingly, the provisions of paragraph 3 (xvi) of the Order are not applicable to the Company.


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46


Annexure – A to THE INDEPENDENT AUDITOR'S REPORT(Referred to in our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all the fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, a portion of the fixed assets has been physically verified by the management during the year. In our opinion, the frequency of such physical verification is reasonable having regard to the size of the Company and the nature of its assets. As informed to us, no material discrepancies were noticed on such verification carried out during the year.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) According to the information and explanations given to us the inventory have been physically verified by the management, at reasonable intervals, during the year. In our opinion, the frequency of such verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to Companies, Firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 (“Act”). Accordingly, the provisions of paragraph 3(iii) of the Order are not applicable to the Company.

(iv) According to the information and explanations given to us, the Company has not given any loans, investments, guarantees or securities during the year that would attract provisions of section 185 and 186 of the Act. Accordingly, the provisions of paragraph 3(iv) of the Order are not applicable to the Company.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public as per the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Accordingly, the provisions of paragraph 3(v) of the Order are not applicable to the Company.

(vi) We have broadly reviewed the records maintained by the Company pursuant to the rules prescribed by Central Government for maintenance of cost records under section 1 of Section 148 of the Act in respect of the products manufactured by the Company and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees’ state insurance, sales tax, value added tax, service tax, goods and services tax, excise duty, custom duty, cess, income tax and any other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, sales tax, value added tax, service tax, goods and services tax, excise duty, custom duty, cess, income tax and any other material statutory dues were in arrears as at 31 March 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, value added tax, entry tax, service tax, excise duty and custom duty which have not been deposited with the appropriate authorities on account of any dispute, except as mentioned below:


Income tax Act, 1961 Disallowances arising in income 20,59,59,575 Assessment years Commissioner of Income tax proceedings (deposits paid 2010-11 to 2014-15 Tax (Appeals) Rs. 6,79,80,620)

Central Excise Act, Disallowance of Cenvat Credit 3,78,29,702 2000-01, 2003-04 to Central Excise and Service 1944 (deposits paid Rs. 225,0728) 2010-11 Tax Appellate Tribunal

Central Excise Act, Disallowance of Cenvat Credit 82,23,000 1999-2000 and 2001-02 Hon’ble High Court of 1944 Madras

Central Excise Act, Utilisation of excess Cenvat credit 51,96,15,256 2008-09 Central Excise and Service 1944 (deposits paid Rs. 1,94,85,572) Tax Appellate Tribunal

Customs Act,1962 Classification of products under incorrect 8,58,85,021 2011-12 to 2017-18 Commissioner (Appeals) category (deposits paid Rs. 8,58,85,021)

Finance Act, 1994 Disallowance of credit on outward 1,79,43,302 2005-06 to 2008-09 Central Excise and Service transportation (deposits paid Rs. 671,378) Tax Appellate Tribunal

Central Sales Tax Non submission of Statutory forms 1,60,37,689 2006-07 to 2008-09 Sales Tax TribunalAct, 1956 (deposits paid Rs. 1,19,89,400)

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Central Sales Tax Act, Non submission of statutory forms 1,50,92,299 1994-1995 Hon’ble High Court of 1956 (deposits paid Rs. 2,000,000) Odisha

Central Sales Tax Act, Non submission of statutory forms 6,06,56,822 1987-1989, 2006-07, Commissioner, 1956 (deposits paid Rs. 2,07,10,220) 2009-10 to 2014-15 Deputy Commissioner, Additional Commissioner, Joint Commissioner

Central Sales Tax Act, Submission of defective forms 43,20,734 2005-06 Additional Commissioner1956 (deposits paid Rs. 7,50,000)

Central Sales Tax Act, Wrong utilisation of C form 2,00,000 1986-1989 Commissioner of Sales Tax1956

Odisha Entry Tax Act, Tax demand on non-scheduled 18,67,821 2002-03, 2012-13 to Additional Commissioner of1999 goods (deposits paid Rs. 7,96,782) 2013-14 Sales Tax

Orissa Value Added Disallowance of input credit 21,64,470 2001-02 to 2004-05 Sales Tax TribunalTax Act, 2004 (deposits paid Rs. 21,64,470)

Orissa Value Added Reversal of input tax credit 26,57,04,686 2007-08 to 2013-14 Hon’ble High Court of Tax Act, 2004 Odisha

Gujarat Value Added Demand due to incorrect filing by 5,76,32,253 2009-10 Commissioner of Sales TaxTax,2003 supplier

Orissa Value Added Disallowance of input credit 21,74,520 2014-15 Deputy CommissionerTax Act, 2004

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to bank. The Company did not have any outstanding debentures or loan from financial institution or government.

(ix) According to the information and explanations given to us and based on our examination of the records of the Company, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, the provisions of paragraph 3(ix) of the Order are not applicable to the Company.

(x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

(xi) According to the information and explanations given to us and based on our examination of the records, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions of paragraph 3 (xii) of the Order are not applicable to the Company.

(xiii) According to the information and explanation given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable and the details of such transactions have been disclosed in the standalone Ind AS financial statements as required by applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions of paragraph 3(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non - cash transactions with directors or persons connected with him as per Section 192 of the Act. Accordingly, the provisions of paragraph 3 (xv) of the Order are not applicable to the Company.

(xvi) Accordingly to the information and explanation given to us, the Company is not required to be registered under section 45-I A of the Reserve Bank of India Act 1934. Accordingly, the provisions of paragraph 3 (xvi) of the Order are not applicable to the Company.


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48


Annexure - B to INDEPENDENT AUDITOR’S REPORT(Referred to in our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of TRL Krosaki Refractories Limited (“the Company”) as of 31 March 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (“Act”).


Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.


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Annexure - B to INDEPENDENT AUDITOR’S REPORT(Referred to in our report of even date)


We have audited the internal financial controls over financial reporting of TRL Krosaki Refractories Limited (“the Company”) as of 31 March 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.


The Company’s Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (“Act”).


Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.







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Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.


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Note

Total Current liabilities 386,43,74,262 394,30,00,844 Total Liabilities 428,45,77,433 435,35,11,816 TOTAL EQUITY AND LIABILITIES 751,44,32,270 788,34,78,695 Notes forming part of financial statements (26-39)

As per our report of even date attached For and on behalf of the Board of Directors

For B S R & Co. LLP sd/- sd/-Chartered Accountants H. M. NERURKAR P. B. PANDA

(i) Non-current liabilities (a) Provisions 15 14,36,45,966 14,73,16,466 (b) Retirement benefit obligations 16 15,08,28,980 13,98,35,510 (c) Deferred tax liabilities (net) 34 12,57,28,225 12,33,58,996 Total Non-current liabilities 42,02,03,171 41,05,10,972 (ii) Current liabilities (a) Financial liabilities (i) Borrowings 12 208,92,60,236 162,63,53,706 (ii) Trade payables 13 139,45,77,540 194,51,14,185 (iii) Other financial liabilities 14 7,14,78,611 6,69,309 (b) Provisions 15 9,96,94,050 6,45,73,432 (c) Retirement benefit obligations 16 69,53,020 63,75,370 (d) Income tax liabilities (net) 5,36,51,625 6,06,52,894 (e) Other liabilities 17 14,87,59,180 23,92,61,948

TOTAL ASSETS 751,44,32,270 788,34,78,695

EQUITY AND LIABILITIES (1) EQUITY (a) Equity Share Capital 20,90,00,000 20,90,00,000 (b) Other equity 302,08,54,837 332,09,66,879 Total Equity 322,98,54,837 352,99,66,879 (2) LIABILITIES

(b) Capital work-in-progress 01 5,05,24,327 5,24,26,028 (c) Intangible assets 01 4,54,23,009 3,91,42,378 (d) Investments in associates 02 14,60,60,575 14,60,60,575 (e) Financial assets (i) Investments 03 72,00,00094,30,500 (ii) Loans 04 4,83,55,349 4,30,11,772 (iii) Other financial assets 05 2,80,00,000 8,00,000

STANDALONE BALANCE SHEET AS AT 31ST MARCH, 2018

Particulars

ASSETS (1) Non-current assets (a) Property, plant and equipment 01 199,13,60,557 194,76,69,739

(ii) Cash and cash equivalents 09 3,70,15,444 76,45,735 (iii) Other balances with bank 10 55,35,444 2,83,31,706 (iv) Loans 04 1,46,78,579 1,85,37,014 (v) Other financial assets 05 22,25,651 57,68,929 (c) Other assets 06 26,41,34,804 46,76,96,391 (d) Assets held for sale - 8,61,82,870 Total Current assets 492,51,30,719 536,35,29,737

(f) Income tax assets (net) 9,91,77,005 10,55,10,584 (g) Other assets 06 17,32,00,729 17,58,97,382 Total Non-current assets 258,93,01,551 251,99,48,958 (2) Current assets (a) Inventories 08 177,63,13,280 265,25,73,248 (b) Financial assets (i) Trade receivables 07 282,52,27,517 209,67,93,844

Firm Registration No:101248W/W-100022 Chairman Managing Director (DIN : 00265887) (DIN : 07048273)

sd/- sd/- sd/-Jayanta Mukhopadhyay C. S. DAS A. DEBTA Partner EVP & CFO Dy. GM & Company SecretaryMembership No. 055757 (FCS : 6546)

Kolkata, April 24, 2018 Kolkata, April 24, 2018

As at 31st March, 2017

IV EXPENSES

(a) Cost of materials consumed 21 431,92,04,603 540,14,26,626

(b) Purchases of stock-in-trade 128,36,92,505 118,24,54,814

(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade 22 (4,04,71,821) (7,21,08,671)

(d) Employee benefits expenses 23 88,74,42,302 90,96,99,435

(e) Finance costs 24 20,44,12,985 13,83,20,808

(f) Depreciation and amortisation expenses 01 18,17,34,072 20,50,67,789

(g) Other expenses 25 358,58,24,421 345,96,29,528

Total Expenses (IV) 1042,18,39,067 1122,44,90,329

V Profit before exceptional items and tax (III - IV) 48,47,43,216 72,45,56,329

VI Exceptional item 20 14,67,67,748 -

VII Profit before tax (V+VI) 63,15,10,964 72,45,56,329

VIII Tax Expense

(a) Current tax 34 16,66,52,689 24,32,35,484

(b) Fair value changes of Investments in Equity Shares 18,44,000 22,30,500

(ii) Income tax on items that will not be reclassified subsequently to the statement of profit and loss 83,48,391 76,24,627

Total other comprehensive income/(loss) for the year (net of income tax) (2,25,50,195) (1,17,50,713)

XI Total Comprehensive Income for the year (IX+X) 43,53,64,532 45,85,87,421

XII Earnings per equity share

Basic and Diluted [Face value of ` 10/- each] (PY:Face value of ` 10/- each) 38 21.91 22.50

STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2018

I Revenue from operations 18 1085,96,19,272 1192,95,44,258

II Other income 19 4,69,63,011 1,95,02,400

III Total Income (I + II ) 1090,65,82,283 1194,90,46,658


(b) Taxation for earlier years 40,65,044 -

(c) Deferred tax 28,78,504 1,09,82,711

Total tax expense 17,35,96,237 25,42,18,195

IX Profit for the year (VII-VIII) 45,79,14,727 47,03,38,134

X Other Comprehensive Income / (loss)

(i) Items that will not be reclassified subsequently to the statement of profit and loss

(a) Remeasurement of defined benefit plans (3,27,42,586) (2,16,05,840)

Notes forming part of financial statements (26-39)


For B S R & Co. LLP sd/- sd/-Chartered Accountants H. M. NERURKAR P. B. PANDA Firm Registration No:101248W/W-100022 Chairman Managing Director (DIN : 00265887) (DIN : 07048273)


51

April '16 to March '17

Note



50

Note

Total Current liabilities 386,43,74,262 394,30,00,844 Total Liabilities 428,45,77,433 435,35,11,816 TOTAL EQUITY AND LIABILITIES 751,44,32,270 788,34,78,695 Notes forming part of financial statements (26-39)


For B S R & Co. LLP sd/- sd/-Chartered Accountants H. M. NERURKAR P. B. PANDA

(i) Non-current liabilities (a) Provisions 15 14,36,45,966 14,73,16,466 (b) Retirement benefit obligations 16 15,08,28,980 13,98,35,510 (c) Deferred tax liabilities (net) 34 12,57,28,225 12,33,58,996 Total Non-current liabilities 42,02,03,171 41,05,10,972 (ii) Current liabilities (a) Financial liabilities (i) Borrowings 12 208,92,60,236 162,63,53,706 (ii) Trade payables 13 139,45,77,540 194,51,14,185 (iii) Other financial liabilities 14 7,14,78,611 6,69,309 (b) Provisions 15 9,96,94,050 6,45,73,432 (c) Retirement benefit obligations 16 69,53,020 63,75,370 (d) Income tax liabilities (net) 5,36,51,625 6,06,52,894 (e) Other liabilities 17 14,87,59,180 23,92,61,948

TOTAL ASSETS 751,44,32,270 788,34,78,695

EQUITY AND LIABILITIES (1) EQUITY (a) Equity Share Capital 20,90,00,000 20,90,00,000 (b) Other equity 302,08,54,837 332,09,66,879 Total Equity 322,98,54,837 352,99,66,879 (2) LIABILITIES

(b) Capital work-in-progress 01 5,05,24,327 5,24,26,028 (c) Intangible assets 01 4,54,23,009 3,91,42,378 (d) Investments in associates 02 14,60,60,575 14,60,60,575 (e) Financial assets (i) Investments 03 72,00,00094,30,500 (ii) Loans 04 4,83,55,349 4,30,11,772 (iii) Other financial assets 05 2,80,00,000 8,00,000

STANDALONE BALANCE SHEET AS AT 31ST MARCH, 2018

Particulars

ASSETS (1) Non-current assets (a) Property, plant and equipment 01 199,13,60,557 194,76,69,739

(ii) Cash and cash equivalents 09 3,70,15,444 76,45,735 (iii) Other balances with bank 10 55,35,444 2,83,31,706 (iv) Loans 04 1,46,78,579 1,85,37,014 (v) Other financial assets 05 22,25,651 57,68,929 (c) Other assets 06 26,41,34,804 46,76,96,391 (d) Assets held for sale - 8,61,82,870 Total Current assets 492,51,30,719 536,35,29,737

(f) Income tax assets (net) 9,91,77,005 10,55,10,584 (g) Other assets 06 17,32,00,729 17,58,97,382 Total Non-current assets 258,93,01,551 251,99,48,958 (2) Current assets (a) Inventories 08 177,63,13,280 265,25,73,248 (b) Financial assets (i) Trade receivables 07 282,52,27,517 209,67,93,844

Firm Registration No:101248W/W-100022 Chairman Managing Director (DIN : 00265887) (DIN : 07048273)




IV EXPENSES

(a) Cost of materials consumed 21 431,92,04,603 540,14,26,626

(b) Purchases of stock-in-trade 128,36,92,505 118,24,54,814

(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade 22 (4,04,71,821) (7,21,08,671)

(d) Employee benefits expenses 23 88,74,42,302 90,96,99,435

(e) Finance costs 24 20,44,12,985 13,83,20,808

(f) Depreciation and amortisation expenses 01 18,17,34,072 20,50,67,789

(g) Other expenses 25 358,58,24,421 345,96,29,528

Total Expenses (IV) 1042,18,39,067 1122,44,90,329

V Profit before exceptional items and tax (III - IV) 48,47,43,216 72,45,56,329

VI Exceptional item 20 14,67,67,748 -

VII Profit before tax (V+VI) 63,15,10,964 72,45,56,329

VIII Tax Expense

(a) Current tax 34 16,66,52,689 24,32,35,484

(b) Fair value changes of Investments in Equity Shares 18,44,000 22,30,500

(ii) Income tax on items that will not be reclassified subsequently to the statement of profit and loss 83,48,391 76,24,627

Total other comprehensive income/(loss) for the year (net of income tax) (2,25,50,195) (1,17,50,713)

XI Total Comprehensive Income for the year (IX+X) 43,53,64,532 45,85,87,421

XII Earnings per equity share

Basic and Diluted [Face value of ` 10/- each] (PY:Face value of ` 10/- each) 38 21.91 22.50

STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2018

I Revenue from operations 18 1085,96,19,272 1192,95,44,258

II Other income 19 4,69,63,011 1,95,02,400

III Total Income (I + II ) 1090,65,82,283 1194,90,46,658


(b) Taxation for earlier years 40,65,044 -

(c) Deferred tax 28,78,504 1,09,82,711

Total tax expense 17,35,96,237 25,42,18,195

IX Profit for the year (VII-VIII) 45,79,14,727 47,03,38,134

X Other Comprehensive Income / (loss)

(i) Items that will not be reclassified subsequently to the statement of profit and loss

(a) Remeasurement of defined benefit plans (3,27,42,586) (2,16,05,840)

Notes forming part of financial statements (26-39)




51


Note



52 53


STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2018

April - March 2017April - March 2018 ` `

A. Cash Flow from Operating activities:

Profit before tax 63,15,10,964 72,45,56,329

Adjustments for:

Depreciation and amortisation expenses 18,17,34,072 20,50,67,789

Allowances for credit loss / provisions for advances 1,66,91,298 75,48,250

Credit Balances written back (3,80,81,125) (1,39,34,325)

Dividend Income (47,500) (55,000)

Profit on sale of investment (14,67,67,748) -

Net gain on sale of property, plant and equipment (2,80,818) (10,14,831)

Interest Income (85,53,568) (44,98,244)

Finance Costs 20,44,12,985 13,83,20,808

Operating profit before working capital changes 84,06,18,560 105,59,90,776

Adjustments for:

(Increase) / decrease in non-current / current financial and other assets (22,31,01,245) 52,38,68,015

(Increase) / decrease in Inventories (13,75,01,846) (87,62,59,968)

(Increase) / decrease non-Current/current financial and other liabilities / provisions (10,51,70,725) 59,03,46,660

Cash generated from operations 37,48,44,744 129,39,45,483

Income tax paid (net of refunds) (14,73,12,508) (24,82,95,107)

Net Cash from Operating Activities A 22,75,32,236 104,56,50,376

B. Cash Flow from Investing Activities:

Acquisitions of property, plant and equipment (15,54,03,396) (25,25,79,906)

Proceeds on sale of property, plant and equipment 17,07,505 13,54,683

Fixed deposits with bank (2,80,00,000) (8,00,000)

Interest received 89,51,006 22,58,419

Dividend received 47,500 55,000




Proceeds from sale of investments 33,73,44,498 -

Net Cash used in Investing Activities B 16,46,47,113 (24,97,11,804)

C. Cash Flow from Financing Activities:

Proceeds from borrowings 102,89,96,973 64,53,20,071

Repayment of borrowings (118,06,18,097) (117,27,72,064)

Interest paid (20,50,43,013) (13,93,80,909)

Dividend paid (including dividend distribution tax) (5,03,09,644) (15,84,75,379)

Net Cash used in Financing Activities C (40,69,73,781) (82,53,08,281)

Net decrease in cash or cash equivalents (A+B+C) (1,47,94,432) (2,93,69,709)

Cash and Cash equivalents as at 1st April (Refer Note-9) 5,18,09,876 3,70,15,444

Cash and Cash equivalents as at 31st March (Refer Note-9) 3,70,15,444 76,45,735

Note: i) Cash flow statement has been prepared under the indirect method as set out in Ind AS 7 specified under Sec 133 of the Company Act, 2013.

ii) Figures in brackets represent cash outflows.


STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2018

Dividend (Including dividend distribution tax) (15,84,75,379) — — — (15,84,75,379)

Fair value gain on Equity Instrument — — — 22,30,500 22,30,500

Remeasurement loss on defined benefit plans (139,81,213) — — — (139,81,213)

Balance as at 31st March, 2018 113,08,88,395 142,33,53,424 75,73,04,560 94,20,500 332,09,66,879

As at 31.03.2017 `

Reserve & Surplus Items of OCI

Particulars Retained General Security Investment Total Other Earnings Reserve Premium Revaluation Equity Reserve Reserve

Balance as at 1st April, 2016 44,97,95,965 142,33,53,424 75,73,04,560 53,46,000 263,57,99,949

Profit for the year 45,79,14,727 — — — 45,79,14,727



Remeasurement loss on defined benefit plans (2,43,94,195) — — — (2,43,94,195)


(A) EQUITY SHARE CAPITAL

(Refer Note 11)

As at 31.03.2018 `

Particulars Balance as at Changes in equity Balance as at 01.04.2017 share capital during 31.03.2018 the year

Equity Share Capital 20,90,00,000 — 20,90,00,000

As at 31.03.2017



(B) OTHER EQUITY

(Refer Note 11)

As at 31.03.2018 `









52 53


STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2018




Adjustments for:





Profit on sale of investment (14,67,67,748) -


Interest Income (85,53,568) (44,98,244)

Finance Costs 20,44,12,985 13,83,20,808


Adjustments for:









Proceeds on sale of property, plant and equipment 17,07,505 13,54,683


Interest received 89,51,006 22,58,419

Dividend received 47,500 55,000




Proceeds from sale of investments 33,73,44,498 -

Net Cash used in Investing Activities B 16,46,47,113 (24,97,11,804)




Interest paid (20,50,43,013) (13,93,80,909)

Dividend paid (including dividend distribution tax) (5,03,09,644) (15,84,75,379)


Net decrease in cash or cash equivalents (A+B+C) (1,47,94,432) (2,93,69,709)


Cash and Cash equivalents as at 31st March (Refer Note-9) 3,70,15,444 76,45,735

Note: i) Cash flow statement has been prepared under the indirect method as set out in Ind AS 7 specified under Sec 133 of the Company Act, 2013.



STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2018



Remeasurement loss on defined benefit plans (139,81,213) — — — (139,81,213)


As at 31.03.2017 `







Remeasurement loss on defined benefit plans (2,43,94,195) — — — (2,43,94,195)


(A) EQUITY SHARE CAPITAL

(Refer Note 11)

As at 31.03.2018 `



As at 31.03.2017



(B) OTHER EQUITY

(Refer Note 11)

As at 31.03.2018 `









54 55


NOTES FORMING PART OF FINANCIAL STATEMENTS

No. of equity shares

As at 31st March, 2018 As at 31st March, 2017

Non-current

NOTE 02 : INVESTMENT IN ASSOCIATES

Non-Current

Investments in Associate Companies carried at Cost

Investment in Equity Instrument (Unquoted)

a) TRL Krosaki Asia Pte Limited 13,82,61,575 48,07,584 13,82,61,575 (Face value of SG$ 1 each, fully paid-up)

b) Almora Magnesite Limited 77,99,00077,990 77,99,000 (Face value of ` 100 each, fully paid-up)

Total investments in Associates 14,60,60,575 14,60,60,575

The carrying value of unquoted investments 14,60,60,575 14,60,60,575

NOTE: 03 INVESTMENTS

Non-Current

a) Investment designated at fair value through Other

Comprehensive Income

Investment in Equity Instrument (Quoted)

HDFC Bank Limited (Market Value) 72,00,0005,000 94,30,500 (Face Value of ` 2 each fully paid up)

b) Investment in Equity Instrument (Unquoted)

Tata Construction and Projects Limited 18,42,0201,44,202 18,42,020 (Face Value of ` 10 each fully paid up)

Less : Provision for permanent diminution in (18,42,020) (18,42,020) value of investment

Total Investments 72,00,00094,30,500

The carrying value and market value of quoted investments are as below:

Carrying value 94,30,500 72,00,000

Market Value 94,30,500 72,00,000

Aggregate amount of impairment in value of investment 18,42,020 18,42,020

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9,24

8)

(88

,69,

041)

(

—)

(

1,74

,88,

289)

(

4,54

,23,

009)

To

tal (

A+B

) 2

38,7

6,27

,363

24,

16,1

9,06

2 1

0,75

,22,

400

252

,17,

24,0

25 3

5,08

,43,

797

20,

50,6

7,78

9 2

,09,

99,6

78 5

3,49

,11,

908

198

,68,

12,1

17

As

at 3

1st M

arch

,201

7 (

226,

73,8

5,50

0)

(13

,35,

56,6

11)

(1,

33,1

4,74

8)

(23

8,76

,27,

363)

(

18,0

9,97

,786

) (

18,1

7,34

,072

) (

1,18

,88,

061)

(

35,0

8,43

,797

) (

203,

67,8

3,56

6)

C.

CA

PIT

AL

WO

RK

IN P

RO

GR

ES

S

Bui

ldin

gs, P

lant

and

Mac

hine

ry e

tc.

5,0

5,24

,327

2

4,35

,20,

763

24,

16,1

9,06

2 5

,24,

26,0

28

—

—

—

—

5,2

4,26

,028

(2,

31,7

0,03

5)

(16

,09,

10,9

03)

(13

,35,

56,6

11)

(5,

05,2

4,32

7)

(—

)

(—

)

(—

)

(—

)

(5,

05,2

4,32

7)

Tota

l Ass

ets

203

,92,

38,1

45

(208

,73,

07,8

93)

Not

e :

i) F

igur

es in

bra

cket

s re

late

to th

e pr

evio

us y

ear.

ii) *

Land

at V

izag

and

Sal

em P

lant

am

ount

ing

to `

8,6

1,82

,870

/- is

cla

ssifi

ed a

s as

sets

hel

d fo

r sa

le

iii)

Pro

poer

ty, p

lant

and

equ

ipm

ent i

nclu

ding

cap

ital w

ork-

in-p

rogr

ess

wer

e te

sted

for i

mpa

irmen

t dur

ing

the

year

whe

re in

dica

tors

of i

mpa

irmen

t exi

sted

and

no

indi

cato

rs o

f im

pairm

ent w

ere

iden

tifie

d du

ring

the

curr

ent y

ear.

Desc

riptio

nC

ost

/

Ad

diti

on

sD

ed

uct

ion

sG

ross

Blo

ckA

ccu

mu

late

dTo

tal

Net

Blo

ck(D

eem

ed C

ost

)as

at

as

at

De

pre

cia

tion

Depre

ciatio

nas

at

01.0

4.2

017

31

.03

.20

18

as

at

Ad

diti

on

sD

educt

ions

as

at

31.0

3.2

018

01

.04

.20

17

31.0

3.2

018

De

pre

ciatio

n f

or

the Y

ear

``

``

``

``

`

54 55



No. of equity shares


Non-current

NOTE 02 : INVESTMENT IN ASSOCIATES

Non-Current

Investments in Associate Companies carried at Cost

Investment in Equity Instrument (Unquoted)

a) TRL Krosaki Asia Pte Limited 13,82,61,575 48,07,584 13,82,61,575 (Face value of SG$ 1 each, fully paid-up)

b) Almora Magnesite Limited 77,99,00077,990 77,99,000 (Face value of ` 100 each, fully paid-up)

Total investments in Associates 14,60,60,575 14,60,60,575


NOTE: 03 INVESTMENTS

Non-Current



Investment in Equity Instrument (Quoted)

HDFC Bank Limited (Market Value) 72,00,0005,000 94,30,500 (Face Value of ` 2 each fully paid up)


Tata Construction and Projects Limited 18,42,0201,44,202 18,42,020 (Face Value of ` 10 each fully paid up)




Carrying value 94,30,500 72,00,000

Market Value 94,30,500 72,00,000

Aggregate amount of impairment in value of investment 18,42,020 18,42,020

Non-current

NO

TE

S F

OR

MIN

G P

AR

T O

F F

INA

NC

IAL

STA

TE

ME

NT

S

NO

TE

01

Pro

pe

rty,

Pla

nt

an

d E

qu

ipm

en

t

A.

TAN

GIB

LE

AS

SE

TS

F

reeh

old

Land

8

,80,

50,2

82

—

8 ,6

1,82

,870

* 1

8,67

,412

—

—

—

—

18

,67,

412

(

8,93

,64,

338)

(

—)

(

13,1

4,05

6)

(8,

80,5

0,28

2)

(—

)

(—

)

(—

)

(—

)

(8,

80,5

0,28

2)

B

uild

ings

& R

oads

5

4,36

,72,

279

5,5

9,52

,866

—

5

9,96

,25,

145

3

,69,

86,8

58

1,8

7,84

,098

—

5

,57,

70,9

56

54,

38,5

4,18

9

(54

,36,

72,2

79)

(—

)

(—

)

(54

,36,

72,2

79)

(1,

82,5

9,67

6)

(1,

87,2

7,18

2)

(—

)

(3,

69,8

6,85

8)

(50,

66,8

5,42

1)

P

lant

& M

achi

nery

1

54,2

6,35

,823

1

3 ,5

8,92

,359

1

,53,

98,5

75

166

,31,

29,6

07

24,

14,5

7,27

8

14,

03,0

5,14

3

1 ,5

3,98

,573

3

6,63

,63,

848

1

29,6

7,65

,759

(14

3,49

,70,

150)

(

11,6

2,79

,720

) (

86,1

4,04

7)

(15

4,26

,35,

823)

(

12,7

0,38

,623

) (

12,3

0,32

,697

) (

86,1

4,04

2)

(24

,14,

57,2

78)

(13

0,11

,78,

545)

R

ailw

ay S

idin

g 1

,34,

48,4

76

—

—

1,3

4,48

,476

28

,89,

948

14,4

4,97

4 —

4

3,34

,922

91

,13,

554

(

1,34

,48,

476)

(

—)

(

—)

(

1,34

,48,

476)

(

14,4

4,97

4)

(14

,44,

974)

(

—)

(

28,8

9,94

8)

(1,

05,5

8,52

8)

F

urni

ture

& F

ixtu

re

9,1

7,19

,028

1

,24,

51,3

72

—

10,

41,7

0,40

0

3,4

7,04

,386

1

,62,

25,7

55

—

5,0

9,30

,141

5

,32,

40,2

59

(

9,01

,49,

271)

(

20,7

5,34

8)

(5,

05,5

91)

(9,

17,1

9,02

8)

(1,

86,9

6,14

4)

(1,

65,1

3,83

4)

(5,

05,5

92)

(3,

47,0

4,38

6)

(5,

70,1

4,64

2)

O

ffice

Equ

ipm

ents

2

,95,

39,4

32

2,3

8,61

,635

1,

17,8

40

5,3

2,83

,227

1

,48,

07,2

79

1,4

6,35

,832

66

,952

2

,93,

76,1

59

2,3

9,07

,068

(1,

95,2

6,73

5)

(1,

02,3

9,42

2)

(2,

26,7

25)

(2,

95,3

9,43

2)

(65

,31,

784)

(

85,0

2,22

0)

(2,

26,7

25)

(1,

48,0

7,27

9)

(1,4

7,32

,153

)

V

ehic

les

1,5

6,50

,745

1

,03,

87,3

94

58,2

3,11

5 2

,02,

15,0

24

25,0

9,75

9 43

,17,

920

55,3

4,15

3 1

2,93

,526

1

,89,

21,4

98

(

1,51

,06,

125)

(

31,9

8,94

9)

(26

,54,

329)

(

1,56

,50,

745)

(

4,07

,337

) (

46,4

4,12

4)

(25

,41,

702)

(

25,0

9,75

9)

(1,

31,4

0,98

6)

To

tal T

ang

ible

Ass

ets

232

,47,

16,0

65

23,

85,4

5,62

6 1

0,75

,22,

400

245

,57,

39,2

91

33,

33,5

5,50

8 1

9,57

,13,

722

2,0

9,99

,678

50,

80,6

9,55

2 1

94,7

6,69

,739

(

220,

62,3

7,37

4)

(13

,17,

93,4

39)

(1,

33,1

4,74

8)

(23

2,47

,16,

065)

(

17,2

3,78

,538

) (

17,2

8,65

,031

) (

1,18

,88,

061)

(

33,3

3,55

,508

) (

199,

13,6

0,55

7)

B.

INTA

NG

IBL

E A

SS

ET

S

D

evel

opm

ent o

f Min

es

2,8

8,33

,293

—

—

2

,88,

33,2

93

88,

94,1

82

44,

47,0

92

—

1,3

3,41

,274

1

,54,

92,0

19

(

2,88

,33,

293)

(

—)

(

—)

(

2,88

,33,

293)

(

44,4

7,09

1)

(44

,47,

091)

(

—)

(

88,9

4,18

2)

(1,

99,3

9,11

1)

S

oftw

are

3,4

0,78

,005

30

,73,

436

—

3,7

1,51

,441

85

,94,

107

49,0

6,97

5 —

1

,35,

01,0

82

2,3

6,50

,359

(3,

23,1

4,83

3)

(17

,63,

172)

(

—)

(

3,40

,78,

005)

(

41,7

2,15

7)

(44

,21,

950)

(

—)

(

85,9

4,10

7)

(2,

54,8

3,89

8)

To

tal I

nta

ng

ible

Ass

ets

6,2

9,11

,298

3

0,73

,436

—

6,5

9,84

,734

1

,74,

88,2

8993

,54,

067

—

2,6

8,42

,356

3

,91,

42,3

78

(6,

11,4

8,12

6)

(17

,63,

172)

(

—)

(

6,29

,11,

298)

(

86,1

9,24

8)

(88

,69,

041)

(

—)

(

1,74

,88,

289)

(

4,54

,23,

009)

To

tal (

A+B

) 2

38,7

6,27

,363

24,

16,1

9,06

2 1

0,75

,22,

400

252

,17,

24,0

25 3

5,08

,43,

797

20,

50,6

7,78

9 2

,09,

99,6

78 5

3,49

,11,

908

198

,68,

12,1

17

As

at 3

1st M

arch

,201

7 (

226,

73,8

5,50

0)

(13

,35,

56,6

11)

(1,

33,1

4,74

8)

(23

8,76

,27,

363)

(

18,0

9,97

,786

) (

18,1

7,34

,072

) (

1,18

,88,

061)

(

35,0

8,43

,797

) (

203,

67,8

3,56

6)

C.

CA

PIT

AL

WO

RK

IN P

RO

GR

ES

S

Bui

ldin

gs, P

lant

and

Mac

hine

ry e

tc.

5,0

5,24

,327

2

4,35

,20,

763

24,

16,1

9,06

2 5

,24,

26,0

28

—

—

—

—

5,2

4,26

,028

(2,

31,7

0,03

5)

(16

,09,

10,9

03)

(13

,35,

56,6

11)

(5,

05,2

4,32

7)

(—

)

(—

)

(—

)

(—

)

(5,

05,2

4,32

7)

Tota

l Ass

ets

203

,92,

38,1

45

(208

,73,

07,8

93)

Not

e :

i) F

igur

es in

bra

cket

s re

late

to th

e pr

evio

us y

ear.

ii) *

Land

at V

izag

and

Sal

em P

lant

am

ount

ing

to `

8,6

1,82

,870

/- is

cla

ssifi

ed a

s as

sets

hel

d fo

r sa

le

iii)

Pro

poer

ty, p

lant

and

equ

ipm

ent i

nclu

ding

cap

ital w

ork-

in-p

rogr

ess

wer

e te

sted

for i

mpa

irmen

t dur

ing

the

year

whe

re in

dica

tors

of i

mpa

irmen

t exi

sted

and

no

indi

cato

rs o

f im

pairm

ent w

ere

iden

tifie

d du

ring

the

curr

ent y

ear.

Desc

riptio

nC

ost

/

Ad

diti

on

sD

ed

uct

ion

sG

ross

Blo

ckA

ccu

mu

late

dTo

tal

Net

Blo

ck(D

eem

ed C

ost

)as

at

as

at

De

pre

cia

tion

Depre

ciatio

nas

at

01.0

4.2

017

31

.03

.20

18

as

at

Ad

diti

on

sD

educt

ions

as

at

31.0

3.2

018

01

.04

.20

17

31.0

3.2

018

De

pre

ciatio

n f

or

the Y

ear

``

``

``

``

`

56 57


`

`

`

`

`

`


04. Loans As at 31st March, 2018 As at 31st March, 2017

Unsecured, considered good Non current Current Total Non current Current Total

(a) Security deposits 3,98,67,346 53,95,613 4,52,62,959 3,31,96,403 1,26,31,041 4,58,27,444

(b) Loans to employees 84,88,003 92,82,966 1,77,70,969 98,15,369 59,05,973 1,57,21,342

Total Loans 4,83,55,349 1,46,78,579 6,30,33,928 4,30,11,772 1,85,37,014 6,15,48,786

05. Other financial assets As at 31st March, 2018 As at 31st March, 2017


(a) Interest accrued on deposits — 22,25,651 22,25,651 — 44,65,476 44,65,476

(b) Derivative assets — — — — 13,03,453 13,03,453

(c) Earmarked balance with bank 2,80,00,000 — 2,80,00,000 8,00,000 — 8,00,000

Total other financial assets 2,80,00,000 22,25,651 3,02,25,651 8,00,000 57,68,929 65,68,929

Earmarked balances with bank represent deposits not due for realisation within 12 months from the balance sheet date. These are primarily placed as margin money against issue of bank guarantees.

06. Other assets As at 31st March, 2018 As at 31st March, 2017

Unsecured, considered good unless stated Non current Current Total Non current Current Total

(a) Capital advances 2,63,345 — 2,63,345 93,22,488 — 93,22,488

(b) Advance with public bodies * 16,75,38,171 12,91,53,452 29,66,91,623 15,77,82,457 33,54,04,470 49,31,86,927

(c) Other advances (Unsecured, considered good)** 53,99,213 13,49,81,352 14,03,80,56587,92,437 13,22,91,921 14,10,84,358

(d) Other advances (Unsecured, considered doubtful) 69,01,662 — 69,01,66268,80,219 — 68,80,219

Other assets 18,01,02,391 26,41,34,804 44,42,37,195 18,27,77,601 46,76,96,391 65,04,73,992

Less: Provision for doubtful advances 69,01,662 — 69,01,66268,80,219 — 68,80,219

Total Other assets 17,32,00,729 26,41,34,804 43,73,35,533 17,58,97,382 46,76,96,391 64,35,93,773

* Advance with public bodies primarily relate to duty credit entitlements and amounts paid under protest in respect of demands from regulatory authorities.** Other advances include advances against supply of goods and services and advances paid to employees.


07. Trade receivables As at 31st March, 2018 As at 31st March, 2017 ` `

(a) Unsecured, considered good 282,52,27,517 209,67,93,844

(b) Unsecured, considered doubtful 6,62,35,031 7,37,83,281

Gross Trade Receivables 289,14,62,548 217,05,77,125

Less: Allowance for credit losses 6,62,35,031 7,37,83,281

Net Trade receivables 282,52,27,517 209,67,93,844

The Company’s exposure to customers contributing more than 10% of the outstanding receivables as at March 31, 2018 is ` 48,69,01,125 (March 31, 2017: 75,19,61,533)

The trade receivables from related parties amounting to ` 47,90,86,309 (March 31, 2017 : ` 42,90,28,328) are included in Net Trade Receivables.

There are no outstanding debts due from directors or other officers of the Company.

The details of movement in allowances for credit losses are as below:

As at 31st March, 2017As at 31st March, 2018 ``

Balance at the beginning of the year 5,30,08,060 6,62,35,031

Additions during the year 1,32,26,97175,48,250

Amount utilised during the year — —

Balance at the end of the year 6,62,35,0317,37,83,281

(f) Loose tools 30,47,67429,30,488

(g) Fuel 3,57,79,122 4,92,57,752

Total Inventories 177,63,13,280 265,25,73,248

# Includes excise duty of current year : Nil (previous year: 5,60,82,851)

The value of inventories stated above is after impairment of 98,02,800/- (March 31, 2017: 89,13,403) for write-downs to net realisable value and provision for slow moving and obsolete item is 5,38,43,593/- (March 31, 2017: 1,95,95,292).

09. Cash and Cash Equivalents As at 31st March, 2018 As at 31st March, 2017 ``

(a) Cash on hand 94,7892,17,565

(b) Balances with banks 3,69,20,65574,28,170

Total cash and cash equivalents 3,70,15,44476,45,735

10. Other Balances with Bank As at 31st March, 2018 As at 31st March, 2017` `

Fixed deposits held as margin money * — 2,80,00,000

Unclaimed dividend 55,35,4443,31,706

Total Other Balances with Bank 55,35,444 2,83,31,706

* Fixed deposits held as margin money against issue of bank guarantees.

11. Equity Share Capital As at 31st March, 2018 As at 31st March, 2017 ``

Authorised :

2,50,00,000 Equity Shares of Rs. 10 each 25,00,00,000 25,00,00,000 (31st March, 2017: 2,50,00,000 Equity Shares of ` 10 each)

25,00,00,000 25,00,00,000

Issued, Subscribed and Fully Paid-up:

2,09,00,000 Equity Shares of ` 10 each 20,90,00,000 20,90,00,000 (31st March, 2017: 2,09,00,000 Equity Shares of ` 10 each)

Total Equity Share Capital 20,90,00,000 20,90,00,000

a) Rights, preference and restrictions attached to equity shares

i) The Company has only one class of shares referred to as equity shares having par value of 10 each. Holder of equity shares is entitled to one vote per share.

ii) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

As at 31st March, 2018 As at 31st March, 2017 `08. Inventories `

(a) Raw materials 84,34,16,377 162,98,92,779

(b) Work-in-progress 22,55,87,621 25,86,39,943

(c) Finished goods 54,00,06,751 #55,51,94,710

(d) Stock-in-trade of goods acquired for trading 1,73,15,933 4,11,84,323

(e) Stores and spares 11,11,59,802 11,54,73,253

56 57


`

`

`

`

`

`






Total Loans 4,83,55,349 1,46,78,579 6,30,33,928 4,30,11,772 1,85,37,014 6,15,48,786







Earmarked balances with bank represent deposits not due for realisation within 12 months from the balance sheet date. These are primarily placed as margin money against issue of bank guarantees.



(a) Capital advances 2,63,345 — 2,63,345 93,22,488 — 93,22,488


(c) Other advances (Unsecured, considered good)** 53,99,213 13,49,81,352 14,03,80,56587,92,437 13,22,91,921 14,10,84,358


Other assets 18,01,02,391 26,41,34,804 44,42,37,195 18,27,77,601 46,76,96,391 65,04,73,992



* Advance with public bodies primarily relate to duty credit entitlements and amounts paid under protest in respect of demands from regulatory authorities.** Other advances include advances against supply of goods and services and advances paid to employees.







Net Trade receivables 282,52,27,517 209,67,93,844





As at 31st March, 2017As at 31st March, 2018 ``


Additions during the year 1,32,26,97175,48,250


Balance at the end of the year 6,62,35,0317,37,83,281

(f) Loose tools 30,47,67429,30,488

(g) Fuel 3,57,79,122 4,92,57,752


# Includes excise duty of current year : Nil (previous year: 5,60,82,851)


09. Cash and Cash Equivalents As at 31st March, 2018 As at 31st March, 2017 ``

(a) Cash on hand 94,7892,17,565

(b) Balances with banks 3,69,20,65574,28,170

Total cash and cash equivalents 3,70,15,44476,45,735

10. Other Balances with Bank As at 31st March, 2018 As at 31st March, 2017` `


Unclaimed dividend 55,35,4443,31,706



11. Equity Share Capital As at 31st March, 2018 As at 31st March, 2017 ``

Authorised :

2,50,00,000 Equity Shares of Rs. 10 each 25,00,00,000 25,00,00,000 (31st March, 2017: 2,50,00,000 Equity Shares of ` 10 each)

25,00,00,000 25,00,00,000

Issued, Subscribed and Fully Paid-up:


Total Equity Share Capital 20,90,00,000 20,90,00,000





(a) Raw materials 84,34,16,377 162,98,92,779


(c) Finished goods 54,00,06,751 #55,51,94,710



58

NOTE FORMING PART OF BALANCE SHEET NOTE FORMING PART OF BALANCE SHEET

59


11. Equity Share Capital (Contnd...)

b) Reconciliation of Share Capital As at As at As at As at 31st March, 2018 31st March, 2018 31st March, 2017 31st March, 2017

Number `Number `

Opening Balance 2,09,00,000 20,90,00,000 2,09,00,000 20,90,00,000

Closing Balance 2,09,00,000 20,90,00,000 2,09,00,000 20,90,00,000

c) Shares held by holding company As at As at As at As at 31st March, 2018 31st March, 2018 31st March, 2017 31st March, 2017

Number ` Number `

Krosaki Harima Corporation-Japan

Opening Balance 1,06,59,000 10,65,90,000 1,06,59,000 10,65,90,000

Closing Balance 1,06,59,000 10,65,90,000 1,06,59,000 10,65,90,000

d) Share holders holding more than 5% shares

Name of the Share holders As at 31.03.2017 As at 31.03.2018

Number of % of Number of % of Shares held holding Shares held holding

Krosaki Harima Corporation -Japan 1,06,59,000 51.00 1,06,59,000 51.00 (Holding company)

Tata Steel Limited 55,63,864 26.62 55,63,864 26.62

Steel Authority of India Limited 22,03,150 10.54 22,03,150 10.54

e) Other Equity

1) General Reserve

Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act 2013, the requirement to mandatory transfer a specified percentage of net profit to general reserve has been withdrawn. There is no movement in General reserve during the current and previous year.

As at 31st March, 2017 As at 31st March, 2018 ` `


Balance at the end of the year 142,33,53,424 142,33,53,424

2) Security premium reserve: Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013. There is no movement in securities premium during the current and previous year.




3) Investment revaluation reserve: The cumulative gains and losses arising on fair value changes of equity investments measured at fair value through other comprehensive income are recognised in investment revaluation reserve.

The details of movement in investment revaluation reserve are as below:


Balance at the beginning of the year 53,46,000 71,90,000

Other comprehensive income recognised during the year 18,44,00022,30,500

Balance at the end of the year 71,90,000 94,20,500


e) Other Equity

4) Dividends As at 31st March, 2017 As at 31st March, 2018

The following dividends were declared and paid by ` ` the Company during the year.

6.30 per equity shares ` (31 March, 2017: 2.00 per share) 4,18,00,000 ` 13,16,70,000

Dividend distribution tax (DDT) on dividend to equity shareholders 85,09,644 2,68,05,379

5,03,09,644 15,84,75,379

After the reporting dates the following dividends (excluding dividend distribution tax) were proposed by the board of directors subject to the approval at the annual general meeting. The dividends have not been recognised as liabilities. Dividends would attract dividend distribution tax when declared or paid.


6.60 per equity shares (31 March, 2017: 6.30) 13,16,70,000 ` ` 13,79,40,000

13,16,70,000 13,79,40,000

5) Remeasurement on defined benefit plans

Remeasurement gain / (loss) on defined benefit plans includes actuarial gain / (loss) arising on defined benefit plans of Company (net of income taxes).

Total Unsecured Borrowings — 6,45,45,463 124,72,44,647 131,17,90,110 — — 73,25,33,923 73,25,33,923

Total Borrowings — 6,45,45,463 208,92,60,236 215,38,05,699 — — 162,63,53,706 162,63,53,706

* Current maturities of long-term borrowings are reported as a part of Other Current Liabilities.

1) Secured by hypothecation of current assets, both present and future, by way of pari-passu first charge and second charge over fixed assets.

2) Covered by Corporate Guarantee of Krosaki Harima Corporation, Japan, repayable in 12 quarterly installments.

12. Borrowings As at 31st March, 2017As at 31st March, 2018

Non- Current Current Total Non Current Current Total Current maturities of Current maturities of Long term * Long term *

A. Secured Borrowings

(a) Repayable on Demand

From banks (Refer note 1 below)

(i) Working Capital Demand Loans 35,00,00,000 35,00,00,000 — — — — — —

(ii) Cash Credit 23,03,35,096 23,03,35,096 16,58,42,137 16,58,42,137

(iii) Packing Credits 24,00,03,187 24,00,03,187 — — 72,79,77,646 72,79,77,646 — —

(b) Buyers credit in foreign currency — — 2,16,77,306 2,16,77,306 — — — —

Total Secured Borrowings — — 84,20,15,589 84,20,15,589 — — 89,38,19,783 89,38,19,783

B. Unsecured Borrowings

(a) Term Loans

From banks (Refer note 2 below) — 6,45,45,463 — 6,45,45,463 — — — —

(b) Repayable on Demand

From banks

(i) Working Capital Demand Loans — — 75,00,00,000 75,00,00,000 — — 70,00,00,000 70,00,00,000

(ii) Packing Credits — — 33,62,350 33,62,350 — — 3,25,33,923 3,25,33,923

(c) Commercial paper — — 49,38,82,297 49,38,82,297 — — — —

`

58

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59




Number `Number `

Opening Balance 2,09,00,000 20,90,00,000 2,09,00,000 20,90,00,000

Closing Balance 2,09,00,000 20,90,00,000 2,09,00,000 20,90,00,000


Number ` Number `


Opening Balance 1,06,59,000 10,65,90,000 1,06,59,000 10,65,90,000

Closing Balance 1,06,59,000 10,65,90,000 1,06,59,000 10,65,90,000


Name of the Share holders As at 31.03.2017 As at 31.03.2018


Krosaki Harima Corporation -Japan 1,06,59,000 51.00 1,06,59,000 51.00 (Holding company)


Steel Authority of India Limited 22,03,150 10.54 22,03,150 10.54

e) Other Equity

1) General Reserve

Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act 2013, the requirement to mandatory transfer a specified percentage of net profit to general reserve has been withdrawn. There is no movement in General reserve during the current and previous year.









The details of movement in investment revaluation reserve are as below:


Balance at the beginning of the year 53,46,000 71,90,000

Other comprehensive income recognised during the year 18,44,00022,30,500

Balance at the end of the year 71,90,000 94,20,500


e) Other Equity





5,03,09,644 15,84,75,379




13,16,70,000 13,79,40,000


Remeasurement gain / (loss) on defined benefit plans includes actuarial gain / (loss) arising on defined benefit plans of Company (net of income taxes).





2) Covered by Corporate Guarantee of Krosaki Harima Corporation, Japan, repayable in 12 quarterly installments.

12. Borrowings As at 31st March, 2017As at 31st March, 2018





(i) Working Capital Demand Loans 35,00,00,000 35,00,00,000 — — — — — —

(ii) Cash Credit 23,03,35,096 23,03,35,096 16,58,42,137 16,58,42,137

(iii) Packing Credits 24,00,03,187 24,00,03,187 — — 72,79,77,646 72,79,77,646 — —


Total Secured Borrowings — — 84,20,15,589 84,20,15,589 — — 89,38,19,783 89,38,19,783


(a) Term Loans



From banks

(i) Working Capital Demand Loans — — 75,00,00,000 75,00,00,000 — — 70,00,00,000 70,00,00,000

(ii) Packing Credits — — 33,62,350 33,62,350 — — 3,25,33,923 3,25,33,923


`

60


61


13. Trade Payables


(a) Creditors for supplies / services * 107,75,10,501 162,33,65,737

(b) Creditors for accrued wages and salaries 6,44,73,014 6,91,98,031

(c) Acceptances 25,25,94,025 25,25,50,417

Total Trade Payables 139,45,77,540 194,51,14,185

* The amounts due to Micro and Small Enterprises, as defined in the “The Micro, Small and Medium Enterprises Development Act, 2006 (MSMED), have been determined to the extent that such parties have been identified on the basis of information available with the Company. The details are tabulated below:

1. The principal amount remaining unpaid to supplier as at the end of the year 92,58,195 2,82,49,518

2. The interest due thereon remaining unpaid to suppliers as at the end of the year — —

3. The amount of interest paid under MSMED Act,2006 along with the amounts of the payment made to the suppliers beyond the appointed day during the year. — —

4. The amount of interest due and payable for the period (i.e. principal has been paid but interest under MSMED Act, 2006 not paid) — —

5. The amount of interest accrued and remaining unpaid at the end of the year. — —

6. The amount of further interest due and payable even in the succeeding year, until such date when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as deductible expenditure u/s 23. — —

14. Other Financial Liabilities As at 31st March, 2018 As at 31st March, 2017 ` `

(a) Current maturities of long-term borrowings 6,45,45,463 —

(b) Interest accrued but not due on borrowings 13,97,704 3,37,603

(c) Unpaid dividends 55,35,444 3,31,706

Total Other Financial Liabilities 7,14,78,6116,69,309


The details of movement in other provisions is as below:

As at 31st March, 2017As at 31st March, 2018

``


Additions during the year 21,48,38631,91,878



16. Retirement benefit obligations


Non current Current Total Non current Current Total

` ` `` ` `

(a) Pension Obligations 4,74,88,180 30,85,820 5,05,74,000 3,93,22,200 21,76,020 4,14,98,220

(b) Retiring Gratuity 3,41,13,000 — 3,41,13,000 3,68,55,840 — 3,68,55,840

(c) Post retirement medical benefits 6,92,27,800 38,67,200 7,30,95,000 6,36,57,470 41,99,350 6,78,56,820

Total Retirement benefit obligations 15,08,28,980 69,53,020 15,77,82,000 13,98,35,510 63,75,370 14,62,10,880

17. Other Liabilities


``

(a) Advances received from customers 6,65,99,352 6,06,88,320

(b) Employee recoveries and employer contributions 1,32,97,457 1,16,38,497

(c) Statutory dues * 6,88,62,371 16,69,35,131

Total Other liabilities 14,87,59,180 23,92,61,948

*Statutory dues primarily include payables in respect of Goods and Services Tax (GST) and tax deducted at source.

18 . Revenue from Operations April’17 to March ‘18 April’16 to March ‘17 ``

(a) Sale of products * 1038,29,53,369 1132,79,11,890

(b) Income from sale of services 27,08,59,067 31,64,49,814

(c) Other operating revenue 20,58,06,836 28,51,82,554

Total Revenue from operations 1085,96,19,272 1192,95,44,258

* Sale of products upto 30th June, 2017 includes excise duty. Goods and Services Tax (GST) was introduced w.e.f 1st July, 2017 and sale of products w.e.f 1st July, 2017 does not include GST.

19. Other Income April’17 to March ‘18 April’16 to March ‘17 ``

(a) Dividend Income 47,50055,000

(b) Net gain on sale of property, plant and equipment 2,80,81810,14,831

(c) Credit Balances written back 3,80,81,125 1,39,34,325

(d) Interest Income 85,53,568 44,98,244

Total Other Income 4,69,63,011 1,95,02,400

15. Provisions


Non current Current TotalNon current Current Total

` ` `` ` `

(a) Provision for employee benefits 10,64,64,590 9,78,57,410 20,43,22,000 10,75,86,130 6,34,68,450 17,10,54,580

(b) Provision for employee separation compensation 35,16,495 18,36,640 53,53,13528,73,577 11,04,982 39,78,559

(c) Other provisions 3,36,64,881 — 3,36,64,881 3,68,56,759 — 3,68,56,759

Total Provisions 14,36,45,966 9,96,94,050 24,33,40,016 14,73,16,466 6,45,73,432 21,18,89,898

The other provisions includes provisions for Octroi, holding tax, license fees and water cess.

60


61


13. Trade Payables


(a) Creditors for supplies / services * 107,75,10,501 162,33,65,737


(c) Acceptances 25,25,94,025 25,25,50,417

Total Trade Payables 139,45,77,540 194,51,14,185

* The amounts due to Micro and Small Enterprises, as defined in the “The Micro, Small and Medium Enterprises Development Act, 2006 (MSMED), have been determined to the extent that such parties have been identified on the basis of information available with the Company. The details are tabulated below:

1. The principal amount remaining unpaid to supplier as at the end of the year 92,58,195 2,82,49,518

2. The interest due thereon remaining unpaid to suppliers as at the end of the year — —

3. The amount of interest paid under MSMED Act,2006 along with the amounts of the payment made to the suppliers beyond the appointed day during the year. — —

4. The amount of interest due and payable for the period (i.e. principal has been paid but interest under MSMED Act, 2006 not paid) — —

5. The amount of interest accrued and remaining unpaid at the end of the year. — —

6. The amount of further interest due and payable even in the succeeding year, until such date when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as deductible expenditure u/s 23. — —

14. Other Financial Liabilities As at 31st March, 2018 As at 31st March, 2017 ` `

(a) Current maturities of long-term borrowings 6,45,45,463 —



Total Other Financial Liabilities 7,14,78,6116,69,309




``







Non current Current Total Non current Current Total

` ` `` ` `





17. Other Liabilities


``



(c) Statutory dues * 6,88,62,371 16,69,35,131



18 . Revenue from Operations April’17 to March ‘18 April’16 to March ‘17 ``





* Sale of products upto 30th June, 2017 includes excise duty. Goods and Services Tax (GST) was introduced w.e.f 1st July, 2017 and sale of products w.e.f 1st July, 2017 does not include GST.

19. Other Income April’17 to March ‘18 April’16 to March ‘17 ``

(a) Dividend Income 47,50055,000

(b) Net gain on sale of property, plant and equipment 2,80,81810,14,831




15. Provisions



` ` `` ` `



(c) Other provisions 3,36,64,881 — 3,36,64,881 3,68,56,759 — 3,68,56,759


The other provisions includes provisions for Octroi, holding tax, license fees and water cess.

62 63


20. Exceptional Item April ’17 to March ‘18 April ’16 to March ‘17 ``

Profit on sale of shares in subsidiary company 15,01,54,002 —

Less: Expenditure incurred on sale of shares 33,86,254 —

Total Exceptional Item 14,67,67,748 —

21. Cost of Materials Consumed

Opening stock 75,51,15,984 84,34,16,377

Add: Purchases 440,75,04,996 618,79,03,028

516,26,20,980 703,13,19,405

Less:Closing stock 84,34,16,377 162,98,92,779

Cost of Materials Consumed 431,92,04,603 540,14,26,626

22. Changes in inventories of finished goods, work-in-progress and stock-in-trade

Inventories at the end of the year

Work-in-progress 22,55,87,621 25,86,39,943

Finished goods 54,00,06,751 55,51,94,710

Stock-in-trade 1,73,15,933 4,11,84,323

Total Inventories at the end of the year 78,29,10,30585,50,18,976

Inventories at the beginning of the year

Work-in-progress 22,23,70,121 22,55,87,621

Finished goods 46,34,88,042 54,00,06,751

Stock-in-trade 5,65,80,321 1,73,15,933

Total Inventories at the beginning of the year 74,24,38,484 78,29,10,305

Total Changes in stock of finished goods, work-in-progress and stock-in-trade 4,04,71,821 7,21,08,671

23. Employee Benefit Expenses

(a) Salaries wages and bonus 73,97,45,175 76,24,64,641

(b) Employee separation compensation 1,06,1597,68,267

(c) Contribution to provident and other funds 8,42,00,110 9,01,78,447

(d) Staff welfare expenses 6,33,90,858 5,62,88,080

Total Employee Benefit Expenses 88,74,42,302 90,96,99,435

During the year, the Company recognised an amount of ` 3,18,91,875/- (2016-17: ` 2,77,47,226) as remuneration to key managerial personnel.

The details of such remuneration is as below:

Short term employee benefits 2,52,83,530 2,91,44,679

Post employment benefits 24,63,69627,47,196

2,77,47,2263,18,91,875

24. Finance Costs

(a) Interest expense

(1) Interest on fixed loans 13,28,52,726 8,51,73,119

(2) Interest on others loans 6,37,33,353 5,08,39,832

(b) Other borrowing costs 78,26,90623,07,857

Total Finance Costs 20,44,12,985 13,83,20,808

NOTES FORMING PART OF FINANCIAL STATEMENTS NOTES FORMING PART OF FINANCIAL STATEMENTS

25. Other Expenses April’17 to March ‘18 April’16 to March ‘17 ` `

(a) Stores and spares consumed 19,63,41,687 24,17,73,376

(b) Repairs to buildings 8,76,44,468 17,85,57,368

(c) Repairs to machinery 17,53,65,456 20,94,16,758

(d) Contractors Charges for Refractories Management 16,73,05,658 18,62,75,601

(e) Fuel consumed 61,93,73,085 73,29,78,281

(f) Purchase of power 21,32,03,820 23,10,85,236

(g) Conversion and processing charges 14,54,22,813 16,86,84,906

(h) Freight and handling charges 61,09,49,642 71,96,76,474

(i) Rent 3,14,10,091 3,88,21,170

(j) Royalty 4,16,57,922 5,10,67,165

(k) Rates and taxes 93,21,315 4,96,16,570

(l) Insurance charges 44,97,95757,13,599

(m) Commission, discounts and rebates 8,42,93,010 11,43,72,214

(n) Allowances for credit loss/ provisions for advances 1,66,91,29875,48,250

(o) Excise duties # 84,94,68,874 15,48,61,383

(p) Net loss on foreign currency transactions 4,89,32,700 3,02,36,978

(q) Legal and other professional costs 9,37,64,684 11,92,73,934

(r) Travelling expenses 10,29,48,281 12,30,42,372

(s) Others** 8,72,31,660 9,66,27,893

Total Other Expenses 358,58,24,421 345,96,29,528

# Goods and services tax Act (GST) was implemented w.e.f. 1st July, 2017. Accordingly, excise duty for the year is upto 30th June’17.

**Other expenses under 25(s) above includes:

(i) Payment to Auditors :

i) Services as Auditors (including for audit in terms of Section 44AB of the Income Tax Act, 1961 ` 2,00,000 (Previous Year ` 2,00,000)) 20,77,000 25,00,000

ii) Fees for other Services 2,20,00013,33,919

iii) Out-of pocket expenses 95,1803,71,575

23,92,18042,05,494

(ii) Cost audit fees (Including expenses ` 7,133/- (* 2016-17 : ` 9,309/-) (* PY includes fees for FY 14-15, FY 15-16 & 16-17) 3,39,3091,17,133

(iii) Revenue expenditure charged to statement of profit and loss in respect of Corporate Social Responsibility (CSR) activities undertaken during the year is ` 81,68,688 (fully paid) as compared to ` 81,40,526 for the year ended 31st March ’2017 (fully paid)

Amount required to be spent by the Company on Corporate Social Responsibility (CSR) activities as per section 135 of the Companies Act, 2013 was 54,68,006 (Previous year : 22,99,057).

No capital expenditure on Corporate Social Responsibility (CSR) has been incurred during the year and in previous year.

62 63


20. Exceptional Item April ’17 to March ‘18 April ’16 to March ‘17 ``


Less: Expenditure incurred on sale of shares 33,86,254 —


21. Cost of Materials Consumed

Opening stock 75,51,15,984 84,34,16,377

Add: Purchases 440,75,04,996 618,79,03,028

516,26,20,980 703,13,19,405

Less:Closing stock 84,34,16,377 162,98,92,779

Cost of Materials Consumed 431,92,04,603 540,14,26,626

22. Changes in inventories of finished goods, work-in-progress and stock-in-trade

Inventories at the end of the year

Work-in-progress 22,55,87,621 25,86,39,943

Finished goods 54,00,06,751 55,51,94,710

Stock-in-trade 1,73,15,933 4,11,84,323

Total Inventories at the end of the year 78,29,10,30585,50,18,976

Inventories at the beginning of the year

Work-in-progress 22,23,70,121 22,55,87,621

Finished goods 46,34,88,042 54,00,06,751

Stock-in-trade 5,65,80,321 1,73,15,933

Total Inventories at the beginning of the year 74,24,38,484 78,29,10,305

Total Changes in stock of finished goods, work-in-progress and stock-in-trade 4,04,71,821 7,21,08,671

23. Employee Benefit Expenses


(b) Employee separation compensation 1,06,1597,68,267







Post employment benefits 24,63,69627,47,196

2,77,47,2263,18,91,875

24. Finance Costs

(a) Interest expense



(b) Other borrowing costs 78,26,90623,07,857

Total Finance Costs 20,44,12,985 13,83,20,808

NOTES FORMING PART OF FINANCIAL STATEMENTS NOTES FORMING PART OF FINANCIAL STATEMENTS

25. Other Expenses April’17 to March ‘18 April’16 to March ‘17 ` `





(e) Fuel consumed 61,93,73,085 73,29,78,281




(i) Rent 3,14,10,091 3,88,21,170

(j) Royalty 4,16,57,922 5,10,67,165

(k) Rates and taxes 93,21,315 4,96,16,570

(l) Insurance charges 44,97,95757,13,599


(n) Allowances for credit loss/ provisions for advances 1,66,91,29875,48,250

(o) Excise duties # 84,94,68,874 15,48,61,383




(s) Others** 8,72,31,660 9,66,27,893


# Goods and services tax Act (GST) was implemented w.e.f. 1st July, 2017. Accordingly, excise duty for the year is upto 30th June’17.



i) Services as Auditors (including for audit in terms of Section 44AB of the Income Tax Act, 1961 ` 2,00,000 (Previous Year ` 2,00,000)) 20,77,000 25,00,000

ii) Fees for other Services 2,20,00013,33,919

iii) Out-of pocket expenses 95,1803,71,575

23,92,18042,05,494


(iii) Revenue expenditure charged to statement of profit and loss in respect of Corporate Social Responsibility (CSR) activities undertaken during the year is ` 81,68,688 (fully paid) as compared to ` 81,40,526 for the year ended 31st March ’2017 (fully paid)



The financial statements as at March 31, 2018 present the financial position of the Company.

The functional and presentation currency of the Company is Indian Rupee (`), which is the currency of the primary economic environment in which the Company operates.

As on March 31, 2018, Krosaki Harima Corporation owns 51% of the shares of the Company, and has the ability to influence the Company’s operations.

2. Significant Accounting Policies

The significant accounting policies applied by the Company in the preparation of its financial statements are listed below. Such accounting policies have been applied consistently to all the periods presented in these financial statements.

(a) Statement of Compliance

These financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 (‘Act’) and other relevant provisions of the Act.

(b) Basis for preparation

The financial statements have been prepared under the historical cost convention, with the exception of certain assets and liabilities that are required to be carried at fair values by Ind-AS.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

(c) Use of estimates and critical accounting judgments

In preparation of the financial statements, the Company makes judgments, estimates and assumptions about the carrying amounts of assets and liabilities. The estimates and the associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and the underlying assumptions are reviewed on an ongoing basis. Appropriate changes in the estimates are made as management becomes aware of such changes. The changes in estimates are recognised in the period in which the estimates are revised.

Significant judgments and estimates relate to the carrying amounts of assets and liabilities include useful lives of tangible and intangible assets, impairment of tangible and intangible assets, provision for employee benefits and other provisions, recoverability of deferred tax assets, commitments and contingencies and measurement of fair values.

(d) Property, plant and equipment

An item of property, plant and equipment is recognised as an asset if it is probable that future economic benefits associated with the item will flow to the Company and its cost can be measured reliably. This recognition principle is applied to the costs incurred initially to acquire an item of property, plant and equipment and also to costs incurred subsequently to add to, replace part of, or service it. All other repair and maintenance costs, including regular servicing, are recognised in the statement of profit and loss, as incurred. When a replacement occurs, the carrying amount of the replaced part is de-recognised.

Property, plant and equipment are stated at cost, less accumulated depreciation and impairment. Cost includes all direct costs and expenditures incurred to bring the asset to its working condition and location for its intended use. Trial run expenses (net of revenue) are capitalised. Borrowing costs incurred during the period of construction are added to the cost of eligible tangible assets.

Gain or loss arising on disposal of an asset is determined as the difference between the sale proceeds and the carrying amount of the asset, and is recognised in the statement of profit and loss.

(e) Intangible assets

Development of property and software costs are included in the balance sheet as intangible assets, where they are clearly linked to long term economic benefits of the Company. These are measured initially at purchase cost and then amortised on a straight-line basis over their estimated useful lives. All other costs on development property and software are expensed in the statement of profit and loss as incurred. Expenditure on research activities is recognised as an expense in the period in which it is incurred.

Note 26: ACCOUNTING POLICIES

1. Company Information

TRL Krosaki Refractories Limited (“the Company”) is a public limited Company incorporated in India with its registered office at Belpahar, Jharsuguda District, Odisha, India.

The Company offers a wide range of refractories like Basic, Dolomite, High Alumina, Monolithic, Silica, Flow Control and Tap Hole Clay.

NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH,2018(f) Depreciation and amortisation of property, plant and equipment and intangible assets

Depreciation or amortisation is provided under the straight line method, based on the estimated useful life, as determined by a technical evaluation of the assets, in terms of Schedule II to the Companies Act, 2013. Assets individually costing up to ` 25,000 are fully depreciated in the year of acquisition. The charge of depreciation or amortization commences from the date the assets are available for their intended use. The estimated useful lives of assets and residual values are reviewed periodically and, when necessary, revised. No further charge is provided in respect of assets that are fully written down but are still in use.

Depreciation on assets under construction commences only when the assets are ready for their intended use.

The estimated useful lives for the main categories of property, plant and equipment and other intangible assets are:

Sl No Nature of Assets Useful Life (in years)

1 Roads 10

2 Factory Buildings 30

3 Other Buildings (RCC Structure) 60

4 Grinder 8 to 15

5 Mixture, Press Drying Chambers, Shuttle Kiln 10 to 15

6 Gas Producer, Kiln and Shaft Kiln 25

7 Kiln Car 10

8 Workshop Equipment 10 to 15

9 Other Equipment 5 to 15

10 Railway Siding 15

11 Furniture fittings, office equipment, motor car, Jeep, motor cycle, computer, cinema and audio visual equipment 5

12 Research and development equipment, hospital canteen equipment, electric fittings 10

13 Motor Lorry and mobile equipment 8

Intangible Assets

1 Software 10

2 Development of mines 10 years or lease period whichever is less

As the estimated useful life of some of the assets is significantly different from the useful life given in the Schedule II to Companies Act, 2013, the useful life of the assets has been assessed based on the number of years for which the assets have already been put to use and the estimated minimum balance period for which the assets can be used in the Company

(g) Impairment of Non-financial Assets:

At each balance sheet date, the Company reviews the carrying amounts of its non-financial assets to determine whether there is any indication that the carrying amount of those assets may not be recoverable through continuing use. If any such indication exists, the recoverable amount of the asset is reviewed in order to determine the extent of impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. An impairment loss is recognized in the statement of profit and loss as and when the carrying amount of an asset exceeds its recoverable amount.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. An impairment loss is recognized in the statement of profit and loss as and when the carrying amount of an asset exceeds its recoverable amount.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit) is increased to the revised estimate of its recoverable amount, so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash generating unit) in prior years. A reversal of an impairment loss is recognised in the statement of profit and loss immediately.

(h) Financial Instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of

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The financial statements as at March 31, 2018 present the financial position of the Company.

The functional and presentation currency of the Company is Indian Rupee (`), which is the currency of the primary economic environment in which the Company operates.



The significant accounting policies applied by the Company in the preparation of its financial statements are listed below. Such accounting policies have been applied consistently to all the periods presented in these financial statements.


These financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 (‘Act’) and other relevant provisions of the Act.


The financial statements have been prepared under the historical cost convention, with the exception of certain assets and liabilities that are required to be carried at fair values by Ind-AS.


(c) Use of estimates and critical accounting judgments

In preparation of the financial statements, the Company makes judgments, estimates and assumptions about the carrying amounts of assets and liabilities. The estimates and the associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.



(d) Property, plant and equipment




(e) Intangible assets






NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH,2018(f) Depreciation and amortisation of property, plant and equipment and intangible assets

Depreciation or amortisation is provided under the straight line method, based on the estimated useful life, as determined by a technical evaluation of the assets, in terms of Schedule II to the Companies Act, 2013. Assets individually costing up to ` 25,000 are fully depreciated in the year of acquisition. The charge of depreciation or amortization commences from the date the assets are available for their intended use. The estimated useful lives of assets and residual values are reviewed periodically and, when necessary, revised. No further charge is provided in respect of assets that are fully written down but are still in use.




1 Roads 10


3 Other Buildings (RCC Structure) 60

4 Grinder 8 to 15



7 Kiln Car 10







Intangible Assets

1 Software 10



(g) Impairment of Non-financial Assets:




(h) Financial Instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of

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Impairment of financial assets

Loss allowance for expected credit losses is recognised for financial assets measured at amortised cost and fair value through other comprehensive income.

Loss allowance equal to the lifetime expected credit losses is recognised if the credit risk on the financial instruments has significantly increased since initial recognition. For financial instruments whose credit risk has not significantly increased since initial recognition, loss allowance equal to twelve months expected credit losses is recognised.

Loss allowance for financial asset measured at amortised cost is deducted from gross carrying amount of asset.

Derecognition of financial assets

The Company derecognises a financial asset only when the contractual rights to the cash flows from the financial asset expire, or it transfers the financial asset and substantially all risks and rewards of ownership of the asset to another entity. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the assets and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset.

Financial liabilities and equity instruments

Classification as debt or equity

Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

Financial Liabilities

A financial liability is classified at fair value through profit and loss account, if it is classified as held-for-trading, or it is a derivative or it is designated as such on initial recognition. Financial liabilities are measured at fair value and net gains and losses, including any interest expense, are recognised in Statement of Profit and Loss.

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, using the effective interest rate method.

Interest-bearing bank loans, overdrafts are initially measured at fair value and are subsequently measured at amortised cost using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in accordance with the Company’s accounting policy for borrowing costs.

financial asset or financial liability. The transaction costs directly attributable to the acquisition of financial assets and financial liabilities at fair value through profit and loss are immediately recognised in the statement of profit and loss.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial instrument and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts future cash receipts or payments through the expected life of the financial instrument, or where appropriate, a shorter period.

Financial assets:

Financial assets at amortised cost

Financial assets are subsequently measured at amortised cost if these financial assets are held within a business model whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets measured at fair value

Financial assets are measured at fair value through other comprehensive income if both of the following conditions are met:

(I) These financial assets are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and

(II) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial asset not measured at amortised cost or at fair value through other comprehensive income is carried at fair value through profit or loss.

The Company in respect of certain equity instruments which are not held for trading, has made an irrevocable election to present subsequent changes in the fair value of such equity instruments in other comprehensive income.

Offsetting:

Financial assets and financial liabilities are off set and the net amount presented in the balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire.

(i) Derivative financial instruments and hedge accounting

In the ordinary course of business, the Company uses certain derivative financial instruments to reduce business risks which arise from its exposure to foreign exchange. The instruments are confined principally to forward foreign exchange contracts. The instruments are employed as hedges of transactions included in the accounts or for highly probable forecast transactions/ firm contractual commitments.

Derivatives are initially accounted for and measured at fair value from the date the derivative contract is entered into and are subsequently re-measured to their fair value at the end of each reporting period. The fair values for forward currency contracts are marked to market at the end of each reporting period. The Company adopts hedge accounting for forward contracts wherever possible. At the inception of each hedge, there is a formal, documented designation of the hedging relationship. This documentation includes, inter alia, items such as identification of the hedged item or transaction and the nature of the risk being hedged. At inception, each hedge is expected to be highly effective in achieving an offset of changes in fair value or cash flows attributable to the hedged risk. The effectiveness of hedge instruments to reduce the risk associated with the exposure being hedged is assessed and measured at the inception and on an ongoing basis. The ineffective portion of designated hedges is recognised immediately in the statement of profit and loss.

When hedge accounting is applied, the Company treats the hedge relationship in relation to foreign currency exposure as fair value hedges of recognised assets and liabilities. Changes in fair value of the hedged assets and liabilities, attributable to the risk being hedged, are recognised in the statement of profit and loss and compensate for the effective portion of the symmetrical changes in the fair value of the derivatives.

In cases where hedge accounting is not applied, changes in the fair value of derivatives are recognised in the statement of profit and loss as they arise.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to the statement of profit and loss for the period.

(j) Employee benefits

Short-term employee benefits:

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid, if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the amount of obligation can be estimated reliably.

Defined contribution plans

Payments to defined contribution plans are charged as an expense as they fall due. Payments made to state managed retirement benefit schemes are dealt with as payments to defined contribution schemes, where the Company’s obligations under the schemes are equivalent to those arising in a defined contribution retirement benefit scheme.

Defined benefit plans

For defined benefit retirement schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuation being carried out at each balance sheet date. Re-measurement gains and losses of the net defined benefit liability / (asset) are recognised immediately in Other Comprehensive Income. The service cost, net interest on the net defined benefit liability / (asset) is treated as a net expense within employment costs.

Past service cost is recognised as an expense, when the plan amendment or curtailment occurs, or when any related restructuring cost or termination benefits are recognised, whichever is earlier.

The retirement benefit obligation recognised in the balance sheet represents the present value of the defined-benefit obligation, as reduced by the fair value plan assets.

Compensated absences

Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related service are recognized based on actuarial valuation at the present value of the obligation as on the reporting date.

Employee Separation Scheme

Compensation to employees who have opted for retirement under the Friendly Departure Scheme of the Company is

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Loss allowance equal to the lifetime expected credit losses is recognised if the credit risk on the financial instruments has significantly increased since initial recognition. For financial instruments whose credit risk has not significantly increased since initial recognition, loss allowance equal to twelve months expected credit losses is recognised.







Equity instruments






financial asset or financial liability. The transaction costs directly attributable to the acquisition of financial assets and financial liabilities at fair value through profit and loss are immediately recognised in the statement of profit and loss.



Financial assets:









Offsetting:




(i) Derivative financial instruments and hedge accounting






(j) Employee benefits












Compensation to employees who have opted for retirement under the Friendly Departure Scheme of the Company is

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(n) Provisions other than employee benefits

Provisions are recognised in the balance sheet when the Company has a present obligation (legal or constructive) as a result of a past event, which is expected to result in an outflow of resources embodying economic benefits which can be reliably estimated. Each provision is based on the best estimate of the expenditure required to settle the present obligation at the balance sheet date.

Constructive obligation is an obligation that derives from an entity’s actions where:

(a) by an established pattern of past practice, published policies or a sufficiently specific current statement, the entity has indicated to other parties that it will accept certain responsibilities; and

(b) As a result, the entity has created a valid expectation on the part of those other parties that it will discharge those responsibilities.

(o) Income taxes

Tax expense for the year comprises current and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of profit and loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates and tax laws enacted in the country.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable

charged off in the year in which the employee is relieved from the services of the Company.

Post-Retirement Medical Benefit:

Company has a policy to give medical benefit to the retired employees at its own hospital at Belpahar not exceeding the amount of expense defined in its medical policy. The obligation of this service is measured and recognized based on actuarial valuation at the present value of the obligation as on the reporting date.

Pension to Directors:

Pension payable to directors after their retirement as per the contractual agreement are recognized based on actuarial valuation at the present value of the obligation as on the reporting date.

(k) Inventories

Finished goods and stock in trade are stated at lower of cost and net realisable value. Costs are calculated on full absorption cost basis, which comprise direct materials, direct labour and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost of inventories is generally ascertained on the weighted average basis.

Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Raw Materials are carried at lower of cost and net realisable value.

Purchased Raw Materials in transit are carried at cost.

Stores and spare parts are carried at cost

Loose tools and fuels are carried at cost.

Work-in-progress is carried at cost.

Provisions are made to cover non-moving and obsolete items based on historical experience of utilization on a product category basis.

(l) Cash and Cash Equivalents

Cash and bank balances consist of:

(i) Cash and cash equivalents - which includes cash in hand, deposits held at call with banks and other short term deposits which are readily convertible into known amounts of cash, are subject to an insignificant risk of change in value and have maturities of less than 3 months from the date of such deposits. These balances with banks are unrestricted for withdrawal and usage.

(ii) Other balances with bank: which includes balances and deposits with banks having maturity of more than three months but less than 12 months and are restricted for withdrawal and usage.

(m) Non-Current assets held for sale

Non-current assets or disposal groups comprising of assets and liabilities are classified as ‘held for sale’ when all of the following criteria are met: (i) decision has been made to sell. (ii) the assets are available for immediate sale in its present condition. (iii) the assets are being actively marketed and (iv) sale has been agreed or is expected to be concluded within 12 months of the Balance Sheet date. Subsequently, such non-current assets and disposal groups classified as held for sale are measured at the lower of its carrying value and fair value less costs to sell. Non-current assets held for sale are not depreciated or amortised.

temporary differences. In contrast, deferred tax assets are only recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on the tax rates and tax laws that have been enacted or substantially enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to cover or settle the carrying value of its assets and liabilities.

Deferred tax assets and liabilities are offset to the extent that they relate to taxes levied by the same tax authority and there are legally enforceable rights to set off current tax assets and current tax liabilities within that jurisdiction

Current and deferred tax are recognised as an expense or income in the statement of profit and loss, except when they relate to items credited or debited either in other comprehensive income or directly in equity, in which case the tax is also recognised in other comprehensive income or directly in equity.

(p) Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable, net of discounts, taking into account contractually defined terms and excluding taxes or duties collected on behalf of the government.

Sale of Goods:

Revenue from the sale of goods shall be recognised when all the following conditions have been satisfied:

(a) the entity has transferred to the buyer the significant risks and rewards of ownership of the goods;

(b) the entity retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

(c) the amount of revenue can be measured reliably;

(d) it is probable that the economic benefits associated with the transaction will flow to the entity; and

(e) the costs incurred or to be incurred in respect of the transaction can be measured reliably.

No revenue is recognized if there are significant uncertainties regarding recovery of the amount due, associated costs or the possible return of goods.

Interest Income

Interest income is accrued on a time proportion basis by reference to the principle outstanding and the effective interest rate applicable.

Export incentives

Export incentives under the Duty Drawback Scheme are recognized on the basis of credits given in the bank or on receipt of duty credit scrips.

Rendering of services

Revenue from a contract to provide service is recognized by reference to the stage of completion of the contract.

Dividend Income

Dividend income from investments is recognized when the shareholder’s rights to receive payment have been established.

(q) Foreign currency transactions and translation

The financial statements of the Company are presented in Rupees (`), which is the functional currency of the Company and the presentation currency for the financial statements.

In preparing the financial statements, transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the end of the reporting period. Non-monetary items that are measured in terms of historical cost in a foreign currency are not translated.

Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in the statement of profit and loss for the period.

Exchange differences arising on translation or settlement of long-term foreign currency monetary items is accounted in the statement of profit and loss for the period.

(r) Borrowing Costs

Borrowings costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use, are added to the cost of those assets, until such time that the assets are substantially ready for the intended use.

Other borrowing costs are recognised as an expense in the period in which they are incurred.

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(n) Provisions other than employee benefits





(o) Income taxes


Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable

charged off in the year in which the employee is relieved from the services of the Company.





(k) Inventories

Finished goods and stock in trade are stated at lower of cost and net realisable value. Costs are calculated on full absorption cost basis, which comprise direct materials, direct labour and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost of inventories is generally ascertained on the weighted average basis.








(l) Cash and Cash Equivalents




(m) Non-Current assets held for sale

Non-current assets or disposal groups comprising of assets and liabilities are classified as ‘held for sale’ when all of the following criteria are met: (i) decision has been made to sell. (ii) the assets are available for immediate sale in its present condition. (iii) the assets are being actively marketed and (iv) sale has been agreed or is expected to be concluded within 12 months of the Balance Sheet date. Subsequently, such non-current assets and disposal groups classified as held for sale are measured at the lower of its carrying value and fair value less costs to sell. Non-current assets held for sale are not depreciated or amortised.

temporary differences. In contrast, deferred tax assets are only recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.





(p) Revenue recognition


Sale of Goods:








Interest Income


Export incentives




Dividend Income


(q) Foreign currency transactions and translation

The financial statements of the Company are presented in Rupees (`), which is the functional currency of the Company and the presentation currency for the financial statements.

In preparing the financial statements, transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the end of the reporting period. Non-monetary items that are measured in terms of historical cost in a foreign currency are not translated.



(r) Borrowing Costs



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70 71

27 Contingent Liabilities

In the ordinary course of business, the Company faces claims and assertions by various parties. The following is a description of claims and assertions where a potential loss is possible but not probable. There are claims which the Company does not believe to be of material nature, other than those described below:

Income Tax:

The Company has ongoing disputes with income tax authorities relating to tax treatment of certain items. These are mainly for transfer pricing issues and disallowance of expenses claimed by the Company as deductions. Most of these disputes and/or dis-allowances, being repetitive in nature, have been raised by the income tax authorities consistently in most of the years. As at March 31, 2018, there are matters and/or disputes pending in appeal amounting to ` 20,59,59,575/- (Previous Year: ` 10,98,59,702/-).

Sales Tax / Value Added Tax

The Company has demands that are being contested by the Company in different years amounting to ` 10,14,54,358/- (Previous Year: 13,41,31,662/-). These are mainly for non submission of concessional forms.

Demand by Mining Officer:

Demand Notice has been raised by the Mining Officer, Cuttack Circle, Odisha, amounting to ` 1.29 Crores for excess production of fireclay over the quantity permitted under the scheme of mining for the period 2003-04 to 2006-07. The demand notice has been raised under Section 21(5) of the Mines and Minerals (Development and Regulations) Act (MMDR). However, the Act specifies that demand can be raised only when the land is occupied without lawful authority. The Company is of the view that, Section 21(5) of the MMDR Act is not applicable to it, as the mining has been carried out within the confines of the sanctioned mining lease area. Accordingly, the Company has filed a revision petition before the Mines Tribunal against the demand notice. The impugned order has been set aside and the matter has been remanded back to Govt. of Odisha to re-estimate the claim.

The Company has also received a show cause notice for an amount of 15.20 Crores. during the current year and have replied to that show cause notice.

Other Claims

Other civil cases for which the Company may contingently be liable aggregate to 59,41,203/- (Previous Year: 59,41,203/-)

28 Water Rate Dispute

The Company has been drawing water from Lilhari Nullha, a natural water stream. Up to 1994, as per the Orissa Irrigation Act, the water rate was payable for drawing water from irrigation work. Natural water streams like Lilhari Nullha were not covered in the definition of irrigation work, as given in Section 4(9) of the Act. Definition of ‘government water source’ was inserted in Section 4(6-a) of the Act in 1994, which covers natural water sources like Lilhari Nullha, and the Company has been paying water rate since then. However, the Government of Odisha demanded an amount of ` 57,77,600/- towards water rate and penalty for the period prior to 1994 which has been stayed by the Hon’ble High Court of Odisha. Water Resources Department, Government of Odisha, has been charging monthly compounded interest @ 2% on the disputed amount and the total interest charged up to 31st March 2018 is 40,89,46,083/-. The total disputed demand, together with interest as on 31st March 2018 is ` 41,47,23,683/- As per the legal opinion obtained by the Company, the demand is not tenable under the law.

29 Estimated amount of contracts remaining to be executed on Capital Account and not provided for, net of advances paid - ` 5,02,89,889/- (Previous Year: 9,77,45,773/-).

30 The Company is engaged in the business of manufacturing, trading and sale of a range of refractories and is having its manufacturing facilities located in India. The performance of the Company is assessed and reviewed by the Chief Operating Decision Maker (‘CODM’) as a single operating segment and accordingly manufacture and sale of refractories is the only operating segment.

There is only one customer contributing more than 10% of total revenues of the company.

The Company is domiciled in India, however also sells its products outside India. Revenue from geographic segments based on location of customer is (a) Domestic ` 990,03,28,032/- (Previous Year: ` 896,34,05,374/-) and (b) Rest of the world: ` 202,92,16,226/- (Previous Year: 189,62,13,898/-).

Non-current assets from geographic segments based on location of customer is (a) Domestic 232,06,46,111/- (Previous Year: ` 235,96,85,627/-) and (b) Rest of the world: Nil (Previous Year: Nil).

31 Issue of Commercial Paper: The Company has issued commercial paper during the year to meet the working capital requirements and the maximum amount raised through issue of Commercial paper during FY 2017-18 is ` 64,72,67,639/- (Previous Year: 49,76,17,480/- and the outstanding balance as at 31st March,2018 is Nil (Previous Year: 49,38,82,297/-)


32 In March,2018, The Ministry of Corporate Affairs (MCA) has issued Companies (Indian Accounting Standard) Amendment rules,2018 notifying IND AS 115 - Revenue recognition, and amending IND AS 21 - Effects of changes in foreign exchange rates and IND AS 12- Income taxes, which are effective from 1st April,2018. The impact of these amendments is not yet assessed.

33 Employee Benefits

In line with the disclosure requirements under Ind AS 19 (Employee Benefits), the relevant details with respect to employee benefits are given here below:

(1) Defined Contribution Plan

The Company participates in a number of defined contribution plans on behalf of relevant personnel. Any expense recognized in relation to the schemes represents the value of contributions payable during the period by Company at rates specified by the rules of those plans.

a) Provident Fund and Employees Pension Fund

In accordance with the prevailing Indian law, eligible employees of the Company are entitled to receive benefits in respect of Provident Fund, a defined contribution plan, in which both the employees and the Company make monthly contributions at a specified percentage of the covered employees’ salary.

As per the provisions of the Provident Fund and Misc. Provisions Act, contribution to Provident Fund is made to an irrevocable trust set up by the Company and contribution to pension fund is deposited with the Regional Provident Fund Commissioner.

The rules of the Company’s provident fund administered by a trust, required that if the Board of the Trustee are unable to pay interest at the rate declared by the Government for the reason that the return on investment is less or for any other reason, then the deficiency shall be made good by the Company, making the interest shortfall a defined benefit.

b) Superannuation Fund

The Company has a superannuation plan. Employees who are members of the superannuation plan are entitled to benefits depending on the contribution made by Company and rate of interest declared by the superannuation trust.

A separate irrevocable trust is maintained for employees covered and entitled for this benefit. The Company contributes 15% of basic salary, of the eligible employees’ to the trust every year. Such contributions are recognized as an expense when incurred. The Company has no further obligation beyond this contribution.

c) Expenses recognized in respect of above

The Company has recognized, in the Statement of Profit and Loss account for the year ended 31.03.2018, an amount of 7,13,92,514/- (Previous Year: 6,64,72,256/-) being expenses under the defined contribution plans, as given below:

Benefit (Contribution to) Previous YearCurrent Year 2016-172017-18 ` `

Company’s Provident Fund contribution to trust 2,44,53,588 2,62,54,475

Superannuation Fund 2,68,97,741 2,92,53,941

Employee Pension Scheme 1,51,20,927 1,58,84,098

6,64,72,256 7,13,92,514

(2) Defined Benefit Plans

The Company operates post retirement defined benefit plans as follows:

a) Funded

(i) Post Retirement Gratuity

The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides lump-sum payment to vested employees at retirement, death while in employment or on termination of employment, of an amount equivalent to 15 to 30 days’ salary payable for each completed year of service. Vesting occurs upon completion of five years of service. The Company makes annual contributions to gratuity funds established as trusts. The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation. The Company is exposed to actuarial risk and investment risk with respect to this plan.

b) Unfunded:

(i) Post Retirement Medical Benefits

The Company has a Post-Retirement Medical Benefit Scheme (PRMB), under which the retired employees and their spouses are eligible for free medical benefits in the Company’s hospital during their

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2018

70 71



Income Tax:

The Company has ongoing disputes with income tax authorities relating to tax treatment of certain items. These are mainly for transfer pricing issues and disallowance of expenses claimed by the Company as deductions. Most of these disputes and/or dis-allowances, being repetitive in nature, have been raised by the income tax authorities consistently in most of the years. As at March 31, 2018, there are matters and/or disputes pending in appeal amounting to ` 20,59,59,575/- (Previous Year: ` 10,98,59,702/-).

Sales Tax / Value Added Tax

The Company has demands that are being contested by the Company in different years amounting to ` 10,14,54,358/- (Previous Year: 13,41,31,662/-). These are mainly for non submission of concessional forms.


Demand Notice has been raised by the Mining Officer, Cuttack Circle, Odisha, amounting to ` 1.29 Crores for excess production of fireclay over the quantity permitted under the scheme of mining for the period 2003-04 to 2006-07. The demand notice has been raised under Section 21(5) of the Mines and Minerals (Development and Regulations) Act (MMDR). However, the Act specifies that demand can be raised only when the land is occupied without lawful authority. The Company is of the view that, Section 21(5) of the MMDR Act is not applicable to it, as the mining has been carried out within the confines of the sanctioned mining lease area. Accordingly, the Company has filed a revision petition before the Mines Tribunal against the demand notice. The impugned order has been set aside and the matter has been remanded back to Govt. of Odisha to re-estimate the claim.

The Company has also received a show cause notice for an amount of 15.20 Crores. during the current year and have replied to that show cause notice.

Other Claims

Other civil cases for which the Company may contingently be liable aggregate to 59,41,203/- (Previous Year: 59,41,203/-)


The Company has been drawing water from Lilhari Nullha, a natural water stream. Up to 1994, as per the Orissa Irrigation Act, the water rate was payable for drawing water from irrigation work. Natural water streams like Lilhari Nullha were not covered in the definition of irrigation work, as given in Section 4(9) of the Act. Definition of ‘government water source’ was inserted in Section 4(6-a) of the Act in 1994, which covers natural water sources like Lilhari Nullha, and the Company has been paying water rate since then. However, the Government of Odisha demanded an amount of ` 57,77,600/- towards water rate and penalty for the period prior to 1994 which has been stayed by the Hon’ble High Court of Odisha. Water Resources Department, Government of Odisha, has been charging monthly compounded interest @ 2% on the disputed amount and the total interest charged up to 31st March 2018 is 40,89,46,083/-. The total disputed demand, together with interest as on 31st March 2018 is ` 41,47,23,683/- As per the legal opinion obtained by the Company, the demand is not tenable under the law.

29 Estimated amount of contracts remaining to be executed on Capital Account and not provided for, net of advances paid - ` 5,02,89,889/- (Previous Year: 9,77,45,773/-).



The Company is domiciled in India, however also sells its products outside India. Revenue from geographic segments based on location of customer is (a) Domestic ` 990,03,28,032/- (Previous Year: ` 896,34,05,374/-) and (b) Rest of the world: ` 202,92,16,226/- (Previous Year: 189,62,13,898/-).

Non-current assets from geographic segments based on location of customer is (a) Domestic 232,06,46,111/- (Previous Year: ` 235,96,85,627/-) and (b) Rest of the world: Nil (Previous Year: Nil).

31 Issue of Commercial Paper: The Company has issued commercial paper during the year to meet the working capital requirements and the maximum amount raised through issue of Commercial paper during FY 2017-18 is ` 64,72,67,639/- (Previous Year: 49,76,17,480/- and the outstanding balance as at 31st March,2018 is Nil (Previous Year: 49,38,82,297/-)


32 In March,2018, The Ministry of Corporate Affairs (MCA) has issued Companies (Indian Accounting Standard) Amendment rules,2018 notifying IND AS 115 - Revenue recognition, and amending IND AS 21 - Effects of changes in foreign exchange rates and IND AS 12- Income taxes, which are effective from 1st April,2018. The impact of these amendments is not yet assessed.













The Company has recognized, in the Statement of Profit and Loss account for the year ended 31.03.2018, an amount of 7,13,92,514/- (Previous Year: 6,64,72,256/-) being expenses under the defined contribution plans, as given below:

Benefit (Contribution to) Previous YearCurrent Year 2016-172017-18 ` `




6,64,72,256 7,13,92,514



a) Funded



b) Unfunded:


The Company has a Post-Retirement Medical Benefit Scheme (PRMB), under which the retired employees and their spouses are eligible for free medical benefits in the Company’s hospital during their

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2018

72 73


VII. Quantitative sensitivity analysis for significant assumption is as below

1. Increase/ (decrease) on present value of defined benefits obligation at the end of the year

(i) One percentage point increase in discount rate (1,88,81,160) (1,50,33,740)

(ii) One percentage point decrease in discount rate 2,20,98,780 1,71,87,630

(i) One percentage point increase in rate of salary increase 2,21,01,860 1,73,27,270

(ii) One percentage point decrease in rate of salary increase (1,92,15,850) (1,54,09,920)

2. Sensitivity Analysis Method

Sensitivity analysis is determined based on the expected movement in liability if the assumptions were not proved to be true on different count.

ii). Investment Details

The full amount has been invested in the Cash Accumulation Scheme of Life Insurance Corporation of India.

iii). Assumptions 31.03.201731.03.2018

a. Discount rate (per annum) 7.00%7.50%

b. Rate of escalation in salary (per annum) 6.00% 6.00%

d) Details of non-funded post retirement defined benefit obligations are as follows:

Previous Year Current Year Description ``

Medical Ex-MD Pension Medical Ex-MD Pension

I. Reconciliation of opening and closing balances of obligation

1. Present Value of defined benefit obligation as at the beginning of the year 7,04,56,860 4,26,78,350 7,30,95,270 5,05,74,900

2. Current Service Cost 15,95,110 — 13,50,320 —

3. Interest Cost on the DBO 54,37,900 32,77,07049,68,970 34,25,080

4. Actuarial (gains)/ losses - Experience 1,05,57,320 38,22,160(36,64,280) (73,79,520)

5. Actuarial (gains)/ losses - Financial Assumptions (99,85,580) 42,27,320 (36,73,460) (18,31,840)

6. Benefits paid directly by the Company (49,66,340) (34,30,000) (42,20,000) (32,90,400)

7. Closing Present Value of DBO 7,30,95,270 5,05,74,900 6,78,56,820 4,14,98,220

II. Expense recognized in the statement of profit and loss for the year

1. Current service cost 15,95,110 — 13,50,320 —

2. Net interest on net defined benefit liability 54,37,900 32,77,07049,68,970 34,25,080

3. Total expenses included in employee benefits expense 70,33,010 32,77,07063,19,290 34,25,080

III. Recognized in other comprehensive income for the year

1. Actuarial (gain)/ loss due to DBO experience 1,05,57,320 38,22,160(36,64,280) (73,79,520)

2. Actuarial (gain)/ loss due to DBO assumption changes (99,85,580) 42,27,320 (36,73,460) (18,31,840)

3. Actuarial (gains)/ losses recognized in OCI 5,71,740 80,49,480 (73,37,740) (92,11,360)

1. Fair value of plan assets 19,14,11,590 22,28,93,200

2. Present value of obligation 22,55,24,290 25,97,49,040

3. Amount recognized in the balance sheet 3,41,12,700 3,68,55,840

IV. Expense recognized in the statement of profit and loss for the year

1. Current service cost 1,20,90,880 1,39,50,310

2. Net interest on net defined benefit liability 13,25,8606,37,890

3. Total expenses included in employee benefits expense 1,34,16,740 1,45,88,200

V. Recognized in other comprehensive income for the year

1. Actuarial (gain)/ loss due to DBO experience 52,41,560 4,48,65,030

2. Actuarial (gain)/ loss due to DBO assumption changes 1,88,81,160 (47,18,240)

3. Return on plan assets (greater)/less than discount rate — (19,91,850)

4. Actuarial (gains)/ losses recognized in OCI 2,41,22,720 3,81,54,940

VI. Maturity profile of defined benefit obligation

1. Within the next 12 months (next annual reporting period) 1,67,83,940 4,45,07,680

2. Between 2 and 5 years 9,96,16,660 11,59,98,900


lifetime upto a ceiling fixed by the Company. The liability for the same is recognized annually on the basis of actuarial valuation.

(ii) Pension to Directors

The Company has Ex-MD Pension Scheme, under which the retired managing director gets a monthly pension. The liability for the same is recognized annually on the basis of actuarial valuation.

C) I) Details of the Post Retirement Gratuity plan are as follows:

Description Previous YearCurrent Year As at 31.03.2017As at 31.03.2018

I. Change in present value of defined benefit obligation during the year ``

1. Present Value of defined benefit obligation as at the beginning of the year 21,36,66,780 22,55,24,290

2. Current Service Cost 1,20,90,880 1,39,50,310

3. Interest Cost on the DBO 1,54,99,130 1,45,80,840

4. Actuarial (gains)/ losses - Experience 52,41,560 4,48,65,030

5. Actuarial (gains)/ losses - Financial Assumptions 1,88,81,160 (47,18,240)

6. Benefits paid from plan assets (3,98,55,220) (3,44,53,190)

7. Closing Present Value of DBO 22,55,24,290 25,97,49,040

II. Change in fair value of plan assets during the year

1. Fair Value of assets at the beginning of the year 17,70,93,540 19,14,11,590

2. Interest Income on Plan Assets 1,41,73,270 1,39,42,950

3. Employer contributions 4,00,00,000 5,00,00,000

4. Return on plan assets greater/(lesser) than discount rate — 19,91,850

5. Benefits paid (3,98,55,220) (3,44,53,190)

6. Fair Value of Plan assets at the end of current period 19,14,11,590 22,28,93,200

III. Net asset/ (liability) recognized in the balance sheet

72 73




(i) One percentage point increase in discount rate (1,88,81,160) (1,50,33,740)


(i) One percentage point increase in rate of salary increase 2,21,01,860 1,73,27,270






iii). Assumptions 31.03.201731.03.2018

a. Discount rate (per annum) 7.00%7.50%


d) Details of non-funded post retirement defined benefit obligations are as follows:



I. Reconciliation of opening and closing balances of obligation



3. Interest Cost on the DBO 54,37,900 32,77,07049,68,970 34,25,080

4. Actuarial (gains)/ losses - Experience 1,05,57,320 38,22,160(36,64,280) (73,79,520)






2. Net interest on net defined benefit liability 54,37,900 32,77,07049,68,970 34,25,080

3. Total expenses included in employee benefits expense 70,33,010 32,77,07063,19,290 34,25,080

III. Recognized in other comprehensive income for the year

1. Actuarial (gain)/ loss due to DBO experience 1,05,57,320 38,22,160(36,64,280) (73,79,520)





3. Amount recognized in the balance sheet 3,41,12,700 3,68,55,840



2. Net interest on net defined benefit liability 13,25,8606,37,890


V. Recognized in other comprehensive income for the year



3. Return on plan assets (greater)/less than discount rate — (19,91,850)



1. Within the next 12 months (next annual reporting period) 1,67,83,940 4,45,07,680



lifetime upto a ceiling fixed by the Company. The liability for the same is recognized annually on the basis of actuarial valuation.



C) I) Details of the Post Retirement Gratuity plan are as follows:

Description Previous YearCurrent Year As at 31.03.2017As at 31.03.2018

I. Change in present value of defined benefit obligation during the year ``



3. Interest Cost on the DBO 1,54,99,130 1,45,80,840

4. Actuarial (gains)/ losses - Experience 52,41,560 4,48,65,030








4. Return on plan assets greater/(lesser) than discount rate — 19,91,850

5. Benefits paid (3,98,55,220) (3,44,53,190)


III. Net asset/ (liability) recognized in the balance sheet

74 75


Particulars Previous Year Current Year 2016-17 2017-18 ``

Less: Tax effect of Income exempt from tax: Dividend Income (16,439) (19,034)

Add: Additional tax expense (deferred tax expense) due to change in tax rate # — 11,86,144

Add / (Less): Other differences 3,34,734 (6,77,667)

Income tax expense charged to the Statement of Profit and Loss 16,52,47,846 24,65,93,568

Tax expense recognized in profit and loss 17,35,96,237 25,42,18,195

Income tax expenses recognized in Other Comprehensive Income (83,48,391) (76,24,627)


(# Tax rate for F.Y. 2018-19 has been changed from 34.608% to 34.944% due to increase in Cess from 3% to 4% which has been applied for calculation of deferred tax.)

B. The tax effect of significant temporary differences that resulted in deferred tax liability are as follows:

Balance sheet Statement of profit and loss / Other comprehensive income

As at PreviousAs at Current 31.03.2017 year31.03.2018 year

2016-17 2017-18

` `` `

Deductible temporary difference

(i) Expense allowed on payment basis 6,71,69,179 73,32,121 6,68,40,705 (3,28,474)

(ii) Unpaid Royalty 69,98,792 16,51,645 1,60,60,480 90,61,688

(iii) Provision of doubtful debts and advances 2,53,11,146 49,76,287 2,81,87,053 28,75,907

(iv) Friendly departure scheme 46,28,542 (16,33,285) 36,08,987 (10,19,555)

Total (A) 10,41,07,659 1,23,26,768 11,46,97,225 1,05,89,566

Taxable temporary difference

Property, Plant & Equipment 22,98,35,884 68,56,881 23,80,56,221 82,20,337

Total (B) 22,98,35,884 68,56,881 23,80,56,221 82,20,337

Deferred Tax liability (B-A) 12,57,28,225 (54,69,887) 12,33,58,996 (23,69,229)

Net impact in Statement of Profit and Loss / Other Comprehensive Income ##

## The total deferred tax recognized in other comprehensive income is 1,33,51,940/- (Previous Year: 83,48,391)

C. Reconciliation of deferred tax liability

Particulars As at As at 31.03.201731.03.2018

``

Opening balance as at 1st April 13,11,98,112 12,57,28,225

Add: Deferred tax expense / (income) recognized during the year (54,69,887) (23,69,229)

Closing balance as at 31st March 12,57,28,225 12,33,58,996



IV. Assumptions

a. Discount rate (per annum) at the beginning of the year 8.00% 8.00%7.00% 7.00%

b. Discount rate (per annum) at the end of the year 7.00% 7.00%7.50% 7.50%

c. Rate of pension increase — 8.00% — 8.00%

d. Medical costs inflation rate 4.00% — 4.00% —

e. Average Medical Cost (Rs./person) 1,600 — 1,660 —

V. Quantitative sensitivity analysis for significant assumption is as below

Increase/ (decrease) on present value of defined benefits obligation at the end of the year

(i) One percentage point increase in discount rate (77,81,150) (42,27,320) (64,03,590) (33,40,480)

(ii) One percentage point decrease in discount rate 95,81,620 49,04,53077,18,040 38,54,130

(i) One percentage point increase in medical inflation rate 97,85,070 — 79,20,730 —

(ii) One percentage point decrease in medical inflation rate (80,53,070) — (66,58,080) —

(i) One percentage point increase in pension rate — 48,07,630 — 38,06,650

(ii) One percentage point decrease in pension rate — (42,27,320) — (33,62,300)


1. Within the next 12 months (next annual reporting period) 40,00,260 31,92,00043,53,980 22,56,150

2. Between 2 and 5 years 1,76,66,440 1,55,34,190 1,92,28,580 1,00,86,020


34 INCOME TAXES

A. A reconciliation of the tax expense to the amount computed by applying the statutory income tax rate to the profit before taxes is summarized below:



Less: Profit on sale of investment (not taxable as there is a capital loss) 14,67,67,748 —

Less: Expenses recognized in other comprehensive income 3,27,42,586 2,16,05,840

Adjusted Profit before tax (A) 45,20,00,630 70,29,50,489

Tax rate (B) 34.608% 34.608%

Tax expense (A*B) 15,64,28,378 24,32,77,105

Add: Tax effect of expenses that are not deductible for tax purposes: CSR Expenses 17,97,895 28,27,020

Add: Taxation for earlier years 40,65,044 —

Add: Taxation on write back adjusted directly with general reserves 26,38,234 —

74 75



Less: Tax effect of Income exempt from tax: Dividend Income (16,439) (19,034)




Tax expense recognized in profit and loss 17,35,96,237 25,42,18,195

Income tax expenses recognized in Other Comprehensive Income (83,48,391) (76,24,627)


(# Tax rate for F.Y. 2018-19 has been changed from 34.608% to 34.944% due to increase in Cess from 3% to 4% which has been applied for calculation of deferred tax.)


Balance sheet Statement of profit and loss / Other comprehensive income


2016-17 2017-18

` `` `





(iv) Friendly departure scheme 46,28,542 (16,33,285) 36,08,987 (10,19,555)

Total (A) 10,41,07,659 1,23,26,768 11,46,97,225 1,05,89,566



Total (B) 22,98,35,884 68,56,881 23,80,56,221 82,20,337

Deferred Tax liability (B-A) 12,57,28,225 (54,69,887) 12,33,58,996 (23,69,229)


## The total deferred tax recognized in other comprehensive income is 1,33,51,940/- (Previous Year: 83,48,391)


Particulars As at As at 31.03.201731.03.2018

``


Add: Deferred tax expense / (income) recognized during the year (54,69,887) (23,69,229)




IV. Assumptions

a. Discount rate (per annum) at the beginning of the year 8.00% 8.00%7.00% 7.00%

b. Discount rate (per annum) at the end of the year 7.00% 7.00%7.50% 7.50%


d. Medical costs inflation rate 4.00% — 4.00% —

e. Average Medical Cost (Rs./person) 1,600 — 1,660 —




(ii) One percentage point decrease in discount rate 95,81,620 49,04,53077,18,040 38,54,130






1. Within the next 12 months (next annual reporting period) 40,00,260 31,92,00043,53,980 22,56,150



34 INCOME TAXES




Less: Profit on sale of investment (not taxable as there is a capital loss) 14,67,67,748 —

Less: Expenses recognized in other comprehensive income 3,27,42,586 2,16,05,840


Tax rate (B) 34.608% 34.608%

Tax expense (A*B) 15,64,28,378 24,32,77,105

Add: Tax effect of expenses that are not deductible for tax purposes: CSR Expenses 17,97,895 28,27,020



76

(c) FINANCIAL RISK MANAGEMENT POLICIES AND OBJECTIVES:

The Company’s financial risk management is an integral part of how to plan and execute its business strategies. The Company’s financial risk management policy is set by the Board.

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables, payables and loans and borrowings.

The Company manages market risk through a treasury department, which evaluates and exercises independent control over the entire process of market risk management. The treasury department recommends risk management objectives and policies, which are approved by Senior Management and the Audit Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowings.

Interest rate risk

The Company's exposure to interest rate risk is minimal as the Company does not have any significant interest earning asset or interest bearing liability. As such, the Company is not exposed to significant interest rate risk as at the reporting date.

Foreign currency risk

The Company operates internationally and portion of the business is transacted in several currencies and consequently the Company is exposed to foreign exchange risk through its sales and services in overseas and purchases from overseas suppliers in various foreign currencies

The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company follows established risk management policies, including the use of derivatives like foreign exchange forward contracts to hedge exposure to foreign currency risk.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company maintains sufficient cash and cash equivalents to manage its liquidity risk.

Credit Risk

Credit risk is the risk that counterparty will default on its contractual obligations resulting in a financial loss to the Company.

(b) The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Level 1 to Level 3, as described below

Level-1 : quoted (unadjusted) prices in active markets for identical assets or liabilities

Level-2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level-3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

Particulars Carrying Amount Fair Value

Level 1 Level 2 Level 3

` ` ` `

As at 31.03.2018

Financial assets

Investment - Equity share (HDFC Bank) 94,30,500 94,30,500 — —

Derivative assets - forward cover 13,03,453 13,03,453 — —

As at 31.03.2017

Financial assets


Financial liabilities

Derivative financial instruments - forward cover 99,18,786 99,18,786 — —

35 FINANCIAL INSTRUMENTS

This section gives an overview of the significance of financial instruments for the Company and provides additional information on balance sheet items that contain financial instruments.

The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognized, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 26(h) to the financial statements.

(a) Financial assets and liabilities

The following table presents carrying amount and fair value of each category of financial asset and liabilities.

Particulars Amortised Fair value Derivative Total Total Fair cost through instruments Carrying Value other in hedging Value comprehensive relationship income

` ` ` ` `

As at 31.03.2018

Financial assets

Trade receivables 209,67,93,844 — — 209,67,93,844 209,67,93,844

Investments 14,60,60,575 94,30,500 — 15,54,91,075 15,54,91,075

Cash and bank 3,59,77,441 — — 3,59,77,441 3,59,77,441

Loans 6,15,48,786 — — 6,15,48,786 6,15,48,786

Other financial assets 52,65,476 — 13,03,453 65,68,929 65,68,929

Total 234,56,46,122 94,30,500 13,03,453 235,63,80,075 235,63,80,075


Borrowings 162,63,53,706 — — 162,63,53,706 162,63,53,706

Trade payables 194,51,14,185 — — 194,51,14,185 194,51,14,185

Other financial liabilities 6,69,309 — — 6,69,309 6,69,309

Total 357,21,37,200 — — 357,21,37,200 357,21,37,200

As at 31.03.2017

Financial assets


Investments 14,60,60,575 72,00,000 — 15,32,60,575 15,32,60,575

Cash and bank 4,25,50,888 — — 4,25,50,888 4,25,50,888

Loans 6,30,33,928 — — 6,30,33,928 6,30,33,928

Other financial assets 3,02,25,651 — — 3,02,25,651 3,02,25,651

Total 310,70,98,559 72,00,000 — 311,42,98,559 311,42,98,559


Borrowings 208,92,60,236 — — 208,92,60,236 208,92,60,236

Trade payables 138,46,58,754 — 99,18,786 139,45,77,540 139,45,77,540

Other financial liabilities 7,14,78,611 — — 7,14,78,611 7,14,78,611

Total 354,53,97,601 — 99,18,786 355,53,16,387 355,53,16,387

77


76



Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables, payables and loans and borrowings.


Interest rate risk

The Company's exposure to interest rate risk is minimal as the Company does not have any significant interest earning asset or interest bearing liability. As such, the Company is not exposed to significant interest rate risk as at the reporting date.




Liquidity Risk


Credit Risk








` ` ` `

As at 31.03.2018

Financial assets



As at 31.03.2017

Financial assets






The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognized, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 26(h) to the financial statements.




` ` ` ` `

As at 31.03.2018

Financial assets


Investments 14,60,60,575 94,30,500 — 15,54,91,075 15,54,91,075

Cash and bank 3,59,77,441 — — 3,59,77,441 3,59,77,441

Loans 6,15,48,786 — — 6,15,48,786 6,15,48,786


Total 234,56,46,122 94,30,500 13,03,453 235,63,80,075 235,63,80,075


Borrowings 162,63,53,706 — — 162,63,53,706 162,63,53,706

Trade payables 194,51,14,185 — — 194,51,14,185 194,51,14,185


Total 357,21,37,200 — — 357,21,37,200 357,21,37,200

As at 31.03.2017

Financial assets


Investments 14,60,60,575 72,00,000 — 15,32,60,575 15,32,60,575

Cash and bank 4,25,50,888 — — 4,25,50,888 4,25,50,888

Loans 6,30,33,928 — — 6,30,33,928 6,30,33,928


Total 310,70,98,559 72,00,000 — 311,42,98,559 311,42,98,559


Borrowings 208,92,60,236 — — 208,92,60,236 208,92,60,236

Trade payables 138,46,58,754 — 99,18,786 139,45,77,540 139,45,77,540


Total 354,53,97,601 — 99,18,786 355,53,16,387 355,53,16,387

77


78 79


To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and agreeing of accounts receivable. Individual risk limits are set accordingly.

Financial assets are provided for when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. The Company categorises a loan or receivable for provision as per provisioning policy of the Company. Where loans or receivables have been provided, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized in the Statement of Profit and Loss.

(d) `Foreign Currency exposure as at 31.03.2018

Particulars USD EUR JPY GBP Others Total

Trade Receivables 56,62,55,348 5,97,39,163 — 6,87,91,019 2,41,56,952 71,89,42,482

Other Assets 98,36,144 1,02,31,067 — — 1,68,58,200 3,69,25,411

Bank balance in Current account — — — 2,38,768 — 2,38,768

Trade Payables (29,65,94,891) (2,56,36,635) (3,32,34,957) (9,98,040) (3,04,14,313) (38,68,78,836)

Advance from Customers (34,16,006) — — — — (34,16,006)

Loan in Foreign Currency (56,92,03,752) (12,13,67,801) — (6,99,40,015) — (76,05,11,568)

Net Exposure (29,31,23,157) (7,70,34,206) (3,32,34,957) (19,08,268) 1,06,00,839 (39,46,99,749)

Foreign Currency exposure as at 31.03.2017

Trade Receivables 57,05,71,866 5,98,01,151 — 1,92,68,506 — 64,96,41,523

Other Assets 13,06,538 32,27,835 — — 1,68,78,779 2,14,13,152


Trade Payables (18,88,97,963) (2,24,10,727) (8,02,96,336) (9,91,965) (3,02,81,759) (32,28,78,750)

Advance from Customers (47,94,820) (40,49,243) — — — (88,44,063)

Loan in Foreign Currency (11,60,28,323) (1,57,77,496) — (72,23,476) — (13,90,29,295)

Net Exposure 26,21,57,298 2,07,91,520 (8,02,96,336) 1,13,17,413 (1,34,02,980) 20,05,66,914

(e) 1% increase or decrease in foreign currency exchange rates will have the following impact on profit before tax.

Particulars 2016–2017 2017–2018

1% Increase 1% decrease 1% Increase 1% decrease

USD (29,31,232) 29,31,232 26,21,573 (26,21,573)

EUR (7,70,342) 7,70,342 2,07,915 (2,07,915)

JPY (3,32,350) 3,32,350 (8,02,963) 8,02,963

GBP (19,083) 19,083 1,13,174 (1,13,174)

Others 1,06,008 (1,06,008) (1,34,030) 1,34,030

Increase / (decrease) in profit (39,46,999) 39,46,999 20,05,669 (20,05,669)

IFGL Refractories Limited (IFGL)

F. Subsidiaries of Tata Steel

Tayo Rolls Limited India

Indian Steel & Wire Products Limited India

Tata Metaliks Limited India

Tata Sponge Iron Limited India

Natsteel Holdings Pte Limited Singapore

Tata Steel UK Limited United Kingdom

G. Joint Venture of Tata Steel

Tata BlueScope Steel Limited India

H. Key Managerial Personnel

(I) Directors

Mr. H. M. Nerurkar (Chairman)

Mr. P. B. Panda (Managing Director)

Mr. V. S. N. Murty

Mr. Sudhansu Pathak

Sunanda Lahiri

Mr. Sudhir Krishnaji Joshi

Mr. Kotaro Kuroda

Mr. Hiroshi Odawara




Mr. Takashi Matsunaga

Mr. Junichi Sakane

Mr. A. K. Rath

Mr. H. P. Singh

36 Related Party Disclosures

List of related parties of TRL Krosaki Refractories Limited

Sl No Name Country of % of Equity Interest Incorporation

A. Holding Company As at 31.03.2017As at 31.03.2018

Krosaki Harima Corporation Japan 5151

B. Associate Companies

TRL Krosaki Asia Pte Limited Singapore 3737

Almora Magnesite Limited India 3939

C. Investors Holding more than 20%

Tata Steel Limited India 26.62 26.62

D. Fellow Subsidiaries

TRL Krosaki China Limited (formerly know as TRL China Limited) China

Krosaki Harima Europe B.V. Netherland

Krosaki Magnesita Refractories, LLC (KMR) Brazil

E. Associate of Krosaki Harima Corporation Ltd.

78 79







Other Assets 98,36,144 1,02,31,067 — — 1,68,58,200 3,69,25,411


Trade Payables (29,65,94,891) (2,56,36,635) (3,32,34,957) (9,98,040) (3,04,14,313) (38,68,78,836)



Net Exposure (29,31,23,157) (7,70,34,206) (3,32,34,957) (19,08,268) 1,06,00,839 (39,46,99,749)



Other Assets 13,06,538 32,27,835 — — 1,68,78,779 2,14,13,152


Trade Payables (18,88,97,963) (2,24,10,727) (8,02,96,336) (9,91,965) (3,02,81,759) (32,28,78,750)



Net Exposure 26,21,57,298 2,07,91,520 (8,02,96,336) 1,13,17,413 (1,34,02,980) 20,05,66,914


Particulars 2016–2017 2017–2018


USD (29,31,232) 29,31,232 26,21,573 (26,21,573)

EUR (7,70,342) 7,70,342 2,07,915 (2,07,915)

JPY (3,32,350) 3,32,350 (8,02,963) 8,02,963

GBP (19,083) 19,083 1,13,174 (1,13,174)

Others 1,06,008 (1,06,008) (1,34,030) 1,34,030

Increase / (decrease) in profit (39,46,999) 39,46,999 20,05,669 (20,05,669)












(I) Directors


Mr. P. B. Panda (Managing Director)

Mr. V. S. N. Murty

Mr. Sudhansu Pathak

Sunanda Lahiri


Mr. Kotaro Kuroda

Mr. Hiroshi Odawara





Mr. Junichi Sakane

Mr. A. K. Rath

Mr. H. P. Singh



Sl No Name Country of % of Equity Interest Incorporation













80 81


(ii) Other than Directors

Mr. C.S.Das (EVP & CFO)

Mr. Arabinda Debta (DGM & Company Secretary)

I. Relative of Key Management Personnel

Mr. Dinabandhu Panda

J. Employees’ Benefit Plans

TRL Krosaki Refractories Limited Provident Fund

TRL Krosaki Refractories Limited Superannuation Fund

TRL Krosaki Refractories Limited Gratuity Fund

Note:

The list contains those related parties with whom the Company has transactions during the current or previous year

37 Transactions with Related Parties `

Particulars Holding Subsidiaries & Associates of Tata Steel, it’s

Company Associates of the the Company Subsidiaries and

Holding company Joint Ventures

Purchase of Raw Materials and Components 18,22,04,000 13,52,94,528 1,60,06,212 14,00,09,994

19,00,84,382 26,21,91,092 1,26,86,262 14,15,07,532

Sales, Services and Other Income 3,05,14,927 8,56,08,475 — 280,90,56,478

1,30,49,607 3,79,64,686 44,46,256 231,96,08,096

Receiving of Services 1,93,450 — — 2,00,12,798

— — — 2,28,93,294

Royalty paid 5,10,67,165 — — —

4,16,57,922 — — —

Dividend paid 6,71,51,700 — — 3,50,52,243

2,13,18,000 — — 1,11,27,728

Outstanding Balance -Debtors 1,16,65,418 11,97,80,507 — 34,76,40,384

64,58,473 1,95,06,082 21,62,187 40,09,01,586

Advances given 1,10,928 — — 1,16,68,599

— — — 1,16,08,074

Creditors 12,78,77,423 2,84,77,580 — 8,63,988

8,55,57,878 66,23,128 — 10,57,604

Figures in italics represent comparative figures of the previous years.

(i) The details of remuneration paid to the key managerial personnel is provided in Note No: 23

(ii) During the year Company has paid dividend of ` 630/- (Previous Year: Nil) to key managerial personnel. In addition to

this, remuneration paid to the relatives of key managerial personnel during the year was ` 10,04,438/- (Previous Year:

` 5,80,225/-)

(iii) During the year, the Company has contributed 10,55,08,416/- (Previous Year: 9,13,51,329/-) to the post employment

benefit plans to the Trusts managed by the Company.

38 Earning per Share (EPS)

EPS is calculated by dividing the profit attributable to the equity shareholders by the average number of shares outstanding during the year. The basic and diluted earnings per share has been calculated below

Previous Year Current Year 2016-17 2017-18

a) Profit after Tax ` 45,79,14,727 47,03,38,134

b) Profit attributable to Equity Share Holders ` 45,79,14,727 47,03,38,134

c) Weighted average number of Equity Shares outstanding during the year Nos 2,09,00,000 2,09,00,000

d) Nominal Value per share ` 10.00 10.00

e) Basic / diluted Earning per Equity Share ` 21.91 22.50

Previous years figures have been regrouped and/or rearranged wherever considered necessary to conform to current year’s 39 classification.





80 81











Note:

The list contains those related parties with whom the Company has transactions during the current or previous year






19,00,84,382 26,21,91,092 1,26,86,262 14,15,07,532


1,30,49,607 3,79,64,686 44,46,256 231,96,08,096


— — — 2,28,93,294

Royalty paid 5,10,67,165 — — —

4,16,57,922 — — —

Dividend paid 6,71,51,700 — — 3,50,52,243

2,13,18,000 — — 1,11,27,728


64,58,473 1,95,06,082 21,62,187 40,09,01,586

Advances given 1,10,928 — — 1,16,68,599

— — — 1,16,08,074

Creditors 12,78,77,423 2,84,77,580 — 8,63,988

8,55,57,878 66,23,128 — 10,57,604

Figures in italics represent comparative figures of the previous years.

(i) The details of remuneration paid to the key managerial personnel is provided in Note No: 23



` 5,80,225/-)









d) Nominal Value per share ` 10.00 10.00


Previous years figures have been regrouped and/or rearranged wherever considered necessary to conform to current year’s 39 classification.





INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF TRL KROSAKI REFRACTORIES LIMITED

Report on the Audit of Consolidated Ind AS Financial Statements

We have audited the accompanying consolidated Ind AS financial statements of (hereinafter TRL Krosaki Refractories Limited referred to as “the Company”) and its associates, which comprise the Consolidated Balance Sheet as at 31 March, 2018, the Consolidated Statement of Profit and Loss, the Consolidated Statement of Changes in Equity and the Consolidated Cash Flow Statement, for the year then ended, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated Ind AS financial statements”).

Management’s Responsibility for the Consolidated Ind AS Financial Statements

The Company’s Board of Directors is responsible for the preparation of these consolidated Ind AS financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated state of affairs, consolidated profit (including other comprehensive income), consolidated statement of changes in equity and consolidated cash flows of the Company including its associates in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act.

The respective Board of Directors of the Company and of its associates are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and its associates and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the Company, as aforesaid.

In preparing the consolidated Ind AS financial statements, the respective Board of Directors of the Company and of its associates are responsible for assessing the ability of the Company and of its associates to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.


Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the consolidated Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made, as well as evaluating the overall presentation of the consolidated Ind AS financial statements.

We are also responsible to conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of Company and of its associates to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the consolidated Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Company and its associates to cease to continue as a going concern.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph 2 of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration on separate financial statements and on the other financial information of the associates, the aforesaid consolidated Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Company and its associates as at

82

31 March, 2018, and their consolidated profit (including other comprehensive income), consolidated statement of changes in equity and consolidated cash flows for the year ended on that date.

Other Matters

1. The financial statements of the Company and its associates for the year ended 31 March, 2017 prepared in accordance with Ind AS included in these consolidated Ind AS financial statements have been audited by an another auditor who expressed an unmodified opinion on those statements on 25 April, 2017.

2. The consolidated Ind AS financial statements include the Company’s share of net profit of ` 83,153,842 for the year ended

31 March, 2018, as considered in the consolidated Ind AS financial statements, in respect of two associates whose financial statements / financial information have not been audited by us. These financial statements / financial information are unaudited and have been furnished to us by the Management and our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of these associates, and our report in terms of sub-sections (3) of Section 143 of the Act in so far as it relates to the aforesaid associates, is based solely on such unaudited financial statements / financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements / financial information are not material to the Company.

Our opinion above on the consolidated Ind AS financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the financial statements / financial information certified by the Management.


1. As required by Section 143(3) of the Act, based on our audit and on the consideration on separate financial statements and the other financial information of associates, as noted in the ‘Other Matters’ paragraph, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial statements;

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated Ind AS financial statements have been kept so far as it appears from our examination of those books;

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, the Consolidated Statement of Changes in Equity and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements;

d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act;

e) On the basis of the written representations received from the directors of the Company as on 31 March, 2018 taken on record by the Board of Directors of the Company, none of the directors is disqualified as on 31 March, 2018 from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”;

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration on separate financial statements as also the other financial information of the associates, as noted in the ‘Other Matters’ paragraph:

i. The Consolidated Ind AS financial statement disclose the impact of pending litigations on the consolidated financial position of the Company and its associates. Refer note 25 to the consolidated Ind AS financial statements;

ii. The Company and its associates did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended 31 March, 2018;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March, 2018;

iv. The disclosures in the consolidated Ind AS financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November, 2016 to 30 December, 2016 have not been made since they do not pertain to the financial year ended 31 March, 2018.

For B S R & Co. LLP Chartered Accountants Firm’s Registration No. : 101248W/W-100022

sd/- Jayanta MukhopadhyayPlace: Kolkata Partner Date: 24 April, 2018 Membership No. : 055757

83


INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF TRL KROSAKI REFRACTORIES LIMITED

Report on the Audit of Consolidated Ind AS Financial Statements

We have audited the accompanying consolidated Ind AS financial statements of (hereinafter TRL Krosaki Refractories Limited referred to as “the Company”) and its associates, which comprise the Consolidated Balance Sheet as at 31 March, 2018, the Consolidated Statement of Profit and Loss, the Consolidated Statement of Changes in Equity and the Consolidated Cash Flow Statement, for the year then ended, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated Ind AS financial statements”).

Management’s Responsibility for the Consolidated Ind AS Financial Statements

The Company’s Board of Directors is responsible for the preparation of these consolidated Ind AS financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated state of affairs, consolidated profit (including other comprehensive income), consolidated statement of changes in equity and consolidated cash flows of the Company including its associates in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act.

The respective Board of Directors of the Company and of its associates are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and its associates and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the Company, as aforesaid.

In preparing the consolidated Ind AS financial statements, the respective Board of Directors of the Company and of its associates are responsible for assessing the ability of the Company and of its associates to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.


Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the consolidated Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made, as well as evaluating the overall presentation of the consolidated Ind AS financial statements.

We are also responsible to conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of Company and of its associates to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the consolidated Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Company and its associates to cease to continue as a going concern.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph 2 of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration on separate financial statements and on the other financial information of the associates, the aforesaid consolidated Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Company and its associates as at

82

31 March, 2018, and their consolidated profit (including other comprehensive income), consolidated statement of changes in equity and consolidated cash flows for the year ended on that date.

Other Matters

1. The financial statements of the Company and its associates for the year ended 31 March, 2017 prepared in accordance with Ind AS included in these consolidated Ind AS financial statements have been audited by an another auditor who expressed an unmodified opinion on those statements on 25 April, 2017.

2. The consolidated Ind AS financial statements include the Company’s share of net profit of ` 83,153,842 for the year ended

31 March, 2018, as considered in the consolidated Ind AS financial statements, in respect of two associates whose financial statements / financial information have not been audited by us. These financial statements / financial information are unaudited and have been furnished to us by the Management and our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of these associates, and our report in terms of sub-sections (3) of Section 143 of the Act in so far as it relates to the aforesaid associates, is based solely on such unaudited financial statements / financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements / financial information are not material to the Company.

Our opinion above on the consolidated Ind AS financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the financial statements / financial information certified by the Management.


1. As required by Section 143(3) of the Act, based on our audit and on the consideration on separate financial statements and the other financial information of associates, as noted in the ‘Other Matters’ paragraph, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial statements;

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated Ind AS financial statements have been kept so far as it appears from our examination of those books;

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, the Consolidated Statement of Changes in Equity and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements;

d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act;

e) On the basis of the written representations received from the directors of the Company as on 31 March, 2018 taken on record by the Board of Directors of the Company, none of the directors is disqualified as on 31 March, 2018 from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”;

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration on separate financial statements as also the other financial information of the associates, as noted in the ‘Other Matters’ paragraph:

i. The Consolidated Ind AS financial statement disclose the impact of pending litigations on the consolidated financial position of the Company and its associates. Refer note 25 to the consolidated Ind AS financial statements;

ii. The Company and its associates did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended 31 March, 2018;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March, 2018;

iv. The disclosures in the consolidated Ind AS financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November, 2016 to 30 December, 2016 have not been made since they do not pertain to the financial year ended 31 March, 2018.



83


84 85


Annexure - A to INDEPENDENT AUDITOR’S REPORT

(Referred to in our report of even date)


We have audited the internal financial controls over financial reporting of (“the Company”) as of TRL Krosaki Refractories Limited 31st March 2018 in conjunction with our audit of the consolidated Ind AS financial statements of the Company for the year ended on that date.


The Company’s Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.


Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.







Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.



84 85


Annexure - A to INDEPENDENT AUDITOR’S REPORT

(Referred to in our report of even date)


We have audited the internal financial controls over financial reporting of (“the Company”) as of TRL Krosaki Refractories Limited 31st March 2018 in conjunction with our audit of the consolidated Ind AS financial statements of the Company for the year ended on that date.


The Company’s Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.


Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.







Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.



86 87


CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2018

Particulars

ASSETS (1) Non-current assets (a) Property, plant and equipment 01 199,13,60,557 194,76,69,739 (b) Capital work-in-progress 01 5,05,24,327 5,24,26,028 (c) Intangible assets 01 4,54,23,009 3,91,42,378 (d) Equity accounted Investments 02 24,99,10,335 33,30,64,177 (e) Financial Assets (i) Investments 03 72,00,000 94,30,500 (ii) Loans 04 4,83,55,349 4,30,11,772 (iii) Other financial assets 05 2,80,00,000 8,00,000 (f) Income tax assets (net) 9,91,77,005 10,55,10,584 (g) Other assets 06 17,32,00,729 17,58,97,382 Total Non-current assets 269,31,51,311 270,69,52,560 (2) Current assets (a) Inventories 08 177,63,13,280 265,25,73,248 (b) Financial assets (i) Trade receivables 07 282 ,52,27,517 209,67,93,844 (ii) Cash and cash equivalents 09 3,70,15,444 76,45,735 (iii) Other balances with bank 10 55,35,444 2 ,83,31,706 (iv) Loans 04 1,46,78,579 1,85,37,014 (v) Other financial assets 05 22,25,65157,68,929 (c) Other assets 06 26 ,41,34,804 46 ,76,96,391 (d) Assets held for sale - 8,61,82,870 Total current assets 492 ,51,30,719 536,35,29,737 TOTAL ASSETS 761,82,82,030 807,04,82,297

EQUITY AND LIABILITIES (1) EQUITY (a) Equity Share Capital 20,90,00,000 20,90,00,000 (b) Other equity 312,47,04,597 350,79,70,481 Total Equity 333,37,04,597 371,69,70,481 (2) LIABILITIES (i) Non-current liabilities (a) Provisions 15 14,36,45,966 14,73,16,466 (b) Retirement benefit obligations 16 15,08,28,980 13,98,35,510 (c) Deferred tax liabilities (net) 33 12,57,28,225 12,33,58,996 Total Non-current liabilities 42,02,03,171 41,05,10,972 (ii) Current liabilities (a) Financial liabilities (i) Borrowings 12 208,92,60,236 162,63,53,706 (ii) Trade payables 13 139,45,77,540 194,51,14,185 (iii) Other financial liabilities 14 7,14,78,611 6,69,309 (b) Provisions 15 9,96,94,050 6,45,73,432 (c) Retirement benefit obligations 16 69,53,020 63,75,370 (d) Income tax liabilities (net) 5,36,51,625 6,06,52,894 (e) Other liabilities 17 14,87,59,180 23,92,61,948 Total current liabilities 386,43,74,262 394,30,00,844 Total Liabilities 428,45,77,433 435,35,11,816 TOTAL EQUITY AND LIABILITIES 761,82,82,030 807,04,82,297 Notes forming part of financial statements 24-39





Note


CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2018

I Revenue from operations 18 1240,39,91,778 1192,95,44,258 II Other income 19 4,69,63,082 1,95,02,400 III Total Revenue (I + II ) 1245,09,54,860 1194,90,46,658 IV EXPENSES (a) Cost of materials consumed 525,79,17,278 540,14,26,626 (b) Purchases of stock-in-trade 114,60,36,097 118,24,54,814 (c) Changes in inventories of finished goods, work-in-progress and stock-in-trade (4,65,92,011) (7,21,08,671) (d) Employee benefits expenses 21 97,49,43,569 90,96,99,435 (e) Finance costs 22 22,43,63,667 13,83,20,808 (f) Depreciation and amortisation expenses 01 24,28,12,661 20,50,67,789 (g) Other expenses 23 409,92,37,327 345,96,29,528 Total Expenses (IV) 1189,87,18,588 1122,44,90,329 V Profit before exceptional item and tax (III - IV) 55,22,36,272 72,45,56,329 VI Exceptional item 20 8,67,60,329 — VII Share of profit of equity accounted investees (1,46,72,960) 8,31,53,842 VIII Profit before tax (V+VI+VII) 62,43,23,641 80,77,10,171 IX Tax Expense (a) Current tax 16,66,52,689 24,32,35,484 (b) Taxation for earlier years 40,65,044 — (c) Deferred tax 28,78,504 1,09,82,711 Total tax expense 17,35,96,237 25,42,18,195 X Profit for the year (VIII-IX) 45,07,27,404 55,34,91,976 XI Profit for the period attributable to: Owners of the Company 44,32,41,766 55,34,91,976 Non controlling interests 74,85,638 — 45,07,27,404 55,34,91,976 XII Other Comprehensive Income / (loss) A (I) Items that will not be reclassified subsequently to the statement of profit and loss (a) Remeasurement of defined benefit plans (3,27,42,586) (2,16,05,840) (b) Fair value changes of Investments in Equity Shares 18,44,000 22,30,500 (c) Gain on fair valuation of Investment in Associate 10,89,35,265 — (ii) Income tax on items that will not be reclassified subsequently to the statement of profit and loss 83,48,391 76,24,627 B (I) Items that will be reclassified subsequently to the statement of profit or loss Foreign currency translation differences - Gain / (loss) on translation during the year (1,27,11,920) — (ii) Income tax on items that will be reclassified subsequently to the statement of profit and loss — — Total Other comprehensive income / (loss) for the year (net of income tax) 7,36,73,150 (1,17,50,713)XIII Total Comprehensive income for the year (X+XII) 52,44,00,554 54,17,41,263 XIV Total comprehensive income for the year attributable to: Owners of the Company 51,84,40,346 54,17,41,263 Non controlling interests 59,60,208 — 52,44,00,554 54,17,41,263 XV Earnings per equity share Basic and Diluted [Face value of ` 10/- each] (PY : Face value of ` 10/- each) 38 21.21 26.48 Notes forming part of financial statements 24-39

As per our report of even date attached. For and on behalf of the Board of Directors





Note


86 87


CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2018

Particulars

ASSETS (1) Non-current assets (a) Property, plant and equipment 01 199,13,60,557 194,76,69,739 (b) Capital work-in-progress 01 5,05,24,327 5,24,26,028 (c) Intangible assets 01 4,54,23,009 3,91,42,378 (d) Equity accounted Investments 02 24,99,10,335 33,30,64,177 (e) Financial Assets (i) Investments 03 72,00,000 94,30,500 (ii) Loans 04 4,83,55,349 4,30,11,772 (iii) Other financial assets 05 2,80,00,000 8,00,000 (f) Income tax assets (net) 9,91,77,005 10,55,10,584 (g) Other assets 06 17,32,00,729 17,58,97,382 Total Non-current assets 269,31,51,311 270,69,52,560 (2) Current assets (a) Inventories 08 177,63,13,280 265,25,73,248 (b) Financial assets (i) Trade receivables 07 282 ,52,27,517 209,67,93,844 (ii) Cash and cash equivalents 09 3,70,15,444 76,45,735 (iii) Other balances with bank 10 55,35,444 2 ,83,31,706 (iv) Loans 04 1,46,78,579 1,85,37,014 (v) Other financial assets 05 22,25,65157,68,929 (c) Other assets 06 26 ,41,34,804 46 ,76,96,391 (d) Assets held for sale - 8,61,82,870 Total current assets 492 ,51,30,719 536,35,29,737 TOTAL ASSETS 761,82,82,030 807,04,82,297

EQUITY AND LIABILITIES (1) EQUITY (a) Equity Share Capital 20,90,00,000 20,90,00,000 (b) Other equity 312,47,04,597 350,79,70,481 Total Equity 333,37,04,597 371,69,70,481 (2) LIABILITIES (i) Non-current liabilities (a) Provisions 15 14,36,45,966 14,73,16,466 (b) Retirement benefit obligations 16 15,08,28,980 13,98,35,510 (c) Deferred tax liabilities (net) 33 12,57,28,225 12,33,58,996 Total Non-current liabilities 42,02,03,171 41,05,10,972 (ii) Current liabilities (a) Financial liabilities (i) Borrowings 12 208,92,60,236 162,63,53,706 (ii) Trade payables 13 139,45,77,540 194,51,14,185 (iii) Other financial liabilities 14 7,14,78,611 6,69,309 (b) Provisions 15 9,96,94,050 6,45,73,432 (c) Retirement benefit obligations 16 69,53,020 63,75,370 (d) Income tax liabilities (net) 5,36,51,625 6,06,52,894 (e) Other liabilities 17 14,87,59,180 23,92,61,948 Total current liabilities 386,43,74,262 394,30,00,844 Total Liabilities 428,45,77,433 435,35,11,816 TOTAL EQUITY AND LIABILITIES 761,82,82,030 807,04,82,297 Notes forming part of financial statements 24-39





Note


CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2018

I Revenue from operations 18 1240,39,91,778 1192,95,44,258 II Other income 19 4,69,63,082 1,95,02,400 III Total Revenue (I + II ) 1245,09,54,860 1194,90,46,658 IV EXPENSES (a) Cost of materials consumed 525,79,17,278 540,14,26,626 (b) Purchases of stock-in-trade 114,60,36,097 118,24,54,814 (c) Changes in inventories of finished goods, work-in-progress and stock-in-trade (4,65,92,011) (7,21,08,671) (d) Employee benefits expenses 21 97,49,43,569 90,96,99,435 (e) Finance costs 22 22,43,63,667 13,83,20,808 (f) Depreciation and amortisation expenses 01 24,28,12,661 20,50,67,789 (g) Other expenses 23 409,92,37,327 345,96,29,528 Total Expenses (IV) 1189,87,18,588 1122,44,90,329 V Profit before exceptional item and tax (III - IV) 55,22,36,272 72,45,56,329 VI Exceptional item 20 8,67,60,329 — VII Share of profit of equity accounted investees (1,46,72,960) 8,31,53,842 VIII Profit before tax (V+VI+VII) 62,43,23,641 80,77,10,171 IX Tax Expense (a) Current tax 16,66,52,689 24,32,35,484 (b) Taxation for earlier years 40,65,044 — (c) Deferred tax 28,78,504 1,09,82,711 Total tax expense 17,35,96,237 25,42,18,195 X Profit for the year (VIII-IX) 45,07,27,404 55,34,91,976 XI Profit for the period attributable to: Owners of the Company 44,32,41,766 55,34,91,976 Non controlling interests 74,85,638 — 45,07,27,404 55,34,91,976 XII Other Comprehensive Income / (loss) A (I) Items that will not be reclassified subsequently to the statement of profit and loss (a) Remeasurement of defined benefit plans (3,27,42,586) (2,16,05,840) (b) Fair value changes of Investments in Equity Shares 18,44,000 22,30,500 (c) Gain on fair valuation of Investment in Associate 10,89,35,265 — (ii) Income tax on items that will not be reclassified subsequently to the statement of profit and loss 83,48,391 76,24,627 B (I) Items that will be reclassified subsequently to the statement of profit or loss Foreign currency translation differences - Gain / (loss) on translation during the year (1,27,11,920) — (ii) Income tax on items that will be reclassified subsequently to the statement of profit and loss — — Total Other comprehensive income / (loss) for the year (net of income tax) 7,36,73,150 (1,17,50,713)XIII Total Comprehensive income for the year (X+XII) 52,44,00,554 54,17,41,263 XIV Total comprehensive income for the year attributable to: Owners of the Company 51,84,40,346 54,17,41,263 Non controlling interests 59,60,208 — 52,44,00,554 54,17,41,263 XV Earnings per equity share Basic and Diluted [Face value of ` 10/- each] (PY : Face value of ` 10/- each) 38 21.21 26.48 Notes forming part of financial statements 24-39

As per our report of even date attached. For and on behalf of the Board of Directors





Note


88


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2018





(A) EQUITY SHARE CAPITAL (Refer Note 11) Às at 31.03.2018

Particulars Balance as Changes in equity share Balance as at 01.04.2017 capital during the year at 31.03.2018


As at 31.03.2017 `



(B) OTHER EQUITY (Refer Note 11) Às at 31.03.2018

Reserves & Surplus Items of OCI

Particulars Retained General Security Investment Foreign Curre- Total Other Earnings Reserve Premium Revaluation ncy Translation Equity Reserve Reserve Reserve (FCTR)

Balance as at 1st April, 2017 82,62,80,672 142,49,94,100 75,73,04,560 11,61,25,265 - 312,47,04,597

Profit for the year 55,34,91,976 - - - - 55,34,91,976

Dividend (Including dividend distribution tax) (15,84,75,379) - - - - (15,84,75,379)

Fair value gain on equity instrument - - - 22,30,500 - 22,30,500

Remeasurement loss on defined benefit plans (1,39,81,213) - - - - (1,39,81,213)

Balance as at 31st March, 2018 120,73,16,056 142,49,94,100 75,73,04,560 11,83,55,765 - 350,79,70,481

Às at 31.03.2017



Balance as at 1st April, 2016 34,15,18,402 142,49,94,100 75,73,04,560 53,46,000 14,14,91,387 267,06,54,449

Add: Adjustment of opening balance due to sale of subsidiary 11,62,24,343 11,62,24,343



Fair value gain on Equity Instrument - - - 11,07,79,265 - 11,07,79,265

Change in FCTR during the year - - - - (1,11,86,490) (1,11,86,490)


Reclassified to Statement of Profit and Loss - - - - (13,03,04,897) (13,03,04,897)


89






Proceeds on sale of property, plant and equipment 17,07,50513,54,683


Interest received 89,51,07722,58,419

Dividend received 47,50055,000

Proceeds from Sale of investments 33,73,44,498 —

Net cash used in Investing Activities B 16,46,47,184 (24,97,11,804)




Interest paid (22,49,93,695) (13,93,80,909)

Dividend Paid (including dividend distribution tax) (5,03,09,644) (15,84,75,379)


Net decrease in cash and cash equivalents (A+B+C) (4,24,01,443) (2,93,69,709)


Cash and Cash equivalents as at 31st March (Refer Note-9) 3,70,15,44476,45,735

Note: i) Cash flow statement has been prepared under the indirect method as setout in Ind AS 7 specified under Sec 133 of the Company Act, 2013.






CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2018




Adjustments for:

Share of (profit) / loss from associates 1,46,72,960 (8,31,53,842)





Profit on sale of investment (8,67,60,329) —


Interest Income (85,53,639) (44,98,244)

Finance costs 22,43,63,667 13,83,20,808

Adjustment for sale of Subsidiary (18,81,07,792) —


Adjustments for:




88


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2018





(A) EQUITY SHARE CAPITAL (Refer Note 11) Às at 31.03.2018



As at 31.03.2017 `



(B) OTHER EQUITY (Refer Note 11) Às at 31.03.2018



Balance as at 1st April, 2017 82,62,80,672 142,49,94,100 75,73,04,560 11,61,25,265 - 312,47,04,597



Fair value gain on equity instrument - - - 22,30,500 - 22,30,500



Às at 31.03.2017



Balance as at 1st April, 2016 34,15,18,402 142,49,94,100 75,73,04,560 53,46,000 14,14,91,387 267,06,54,449

Add: Adjustment of opening balance due to sale of subsidiary 11,62,24,343 11,62,24,343



Fair value gain on Equity Instrument - - - 11,07,79,265 - 11,07,79,265

Change in FCTR during the year - - - - (1,11,86,490) (1,11,86,490)


Reclassified to Statement of Profit and Loss - - - - (13,03,04,897) (13,03,04,897)


89






Proceeds on sale of property, plant and equipment 17,07,50513,54,683


Interest received 89,51,07722,58,419

Dividend received 47,50055,000

Proceeds from Sale of investments 33,73,44,498 —

Net cash used in Investing Activities B 16,46,47,184 (24,97,11,804)




Interest paid (22,49,93,695) (13,93,80,909)

Dividend Paid (including dividend distribution tax) (5,03,09,644) (15,84,75,379)


Net decrease in cash and cash equivalents (A+B+C) (4,24,01,443) (2,93,69,709)


Cash and Cash equivalents as at 31st March (Refer Note-9) 3,70,15,44476,45,735

Note: i) Cash flow statement has been prepared under the indirect method as setout in Ind AS 7 specified under Sec 133 of the Company Act, 2013.






CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2018




Adjustments for:

Share of (profit) / loss from associates 1,46,72,960 (8,31,53,842)





Profit on sale of investment (8,67,60,329) —


Interest Income (85,53,639) (44,98,244)

Finance costs 22,43,63,667 13,83,20,808

Adjustment for sale of Subsidiary (18,81,07,792) —


Adjustments for:





91

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

No. of As at As at equity shares 31st March, 2018 31st March, 2017 Non-current Non-current ` `

NOTE: 02 Equity accounted Investments (fully paid-up)

Non-Current

Investment in Associate Companies

a) TRL Krosaki Asia Pte Limited (Face value of SG$ 1 each, fully paid-up) 13,82,61,57548,07,584 24,71,96,840

Add: Fair valuation of retained interest 10,89,35,265—

Add: Accumulated Profit / (loss) (1,51,64,844) 5,97,05,535

Carrying amount of Investment 23,20,31,996 30,69,02,375

b) Almora Magnesite Limited

Original Cost of Investment (Face value of ` 100 each, fully paid-up) 77,99,00077,990 77,99,000

Add: Accumulated Profit 1,00,79,339 1,83,62,802


Total Investment in Associates 24,99,10,335 33,30,64,177


NOTE: 03 Investments

Non-Current



Investment in Equity Shares (Quoted)

HDFC Bank Limited (Market Value) 72,00,000 5,000 94,30,500 (Face Value of ` 2 each, fully paid-up)


Tata Construction and Projects Limited 18,42,0201,44,202 18,42,020 (Face Value of ` 10 each, fully paid up)




Carrying value 72,00,000 94,30,500

Market Value 72,00,000 94,30,500

Aggregate amount of impairment in value of investment 18,42,02018,42,020

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422)

(

2,26

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) (

8,41

,491

) (

2,95

,39,

432)

(

66,6

2,26

5)

(86

,31,

637)

(

2,26

,725

) (

2,59

,898

) (

1,48

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279)

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,47,

32,1

53)

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ehic

les

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50,7

45

1 ,0

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7,92

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153

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12,9

3,52

6 1

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21,4

98

(1,

71,4

9,68

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(31

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949)

(

26,5

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(20

,43,

558)

(

1,56

,50,

745)

(

17,8

3,34

6)

(46

,44,

124)

(

25,4

1,70

2)

(13

,76,

009)

(

25,0

9,75

9)

(1,

31,4

0,98

6)

To

lal T

ang

ible

Ass

ets

232

,47,

16,0

65

23,

85,4

5,62

6 1

0,75

,22,

400

—

245

,57,

39,2

91

33,

33,5

5,50

8

19,

57,1

3,72

2

2,0

9,99

,678

—

5

0,80

,69,

552

19

4,76

,69,

739

(

298,

93,4

3,90

2)

(13

,17,

93,4

39)

(1,

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4,74

8)

(78,

31,0

6,52

8)

(232

,47,

16,0

65)

(28

,90,

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22)

(23

,39,

43,6

20)

(1,

18,8

8,06

1)

(17,

77,0

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3)

(33,

33,5

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(19

9,13

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557)

B.

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NG

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ent o

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—

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(2,

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85

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5 —

—

1

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(

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(

17,6

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—

—

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8,00

5)

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(

44,2

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0)

(—

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(85

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(

2,54

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898)

To

tal I

nta

ng

ible

Ass

ets

6,2

9,11

,298

30

,73,

436

—

—

6,5

9,84

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1

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88,2

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93,5

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7 —

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56

3,9

1,42

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(

6,11

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126)

(

17,6

3,17

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(—

)

(—

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(6,

29,1

1,29

8)

(86

,19,

248)

(

88,6

9,04

1)

(—

)

(—

)

(1,

74,8

8,28

9)

(4,

54,2

3,00

9)

To

tal (

A+B

) 2

38,7

6,27

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2

4,16

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062

10,

75,2

2,40

0 —

2

52,1

7,24

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3

5,08

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797

2

0,50

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789

2

,09,

99,6

78

—

53,

49,1

1,90

8

198,

68,1

2,11

7

As

at 3

1st M

arch

,201

7 (

305,

04,9

2,02

8)

(13

,35,

56,6

11)

(1,

33,1

4,74

8)

(78,

31,0

6,52

8)

(238

,76,

27,3

63)

(29

,76,

24,5

70)

(24

,28,

12,6

61)

(1,

18,8

8,06

1)

(17,

77,0

5,37

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(35,

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3,79

7)

(20

3,67

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566)

C.

CA

PIT

AL

WO

RK

IN P

RO

GR

ES

S

B

uild

ings

, Pla

nt a

nd

M

achi

nery

etc

. 5

,05,

24,3

27

24,

35,2

0,76

3 2

4,16

,19,

062

—

5,2

4,26

,028

—

—

—

—

—

5

,24,

26,0

28

(2,

31,7

0,03

5)

(16

,09,

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03)

(13,

35,5

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1)

—

(5,

05,2

4,32

7)

(—

)

(—

)

(—

)

(—

)

(—

)

(5,

05,2

4,32

7)

To

tal A

sset

s

2

03,9

2,38

,145

(

208,

73,0

7,89

3)

Not

e:

i)

Fig

ures

in b

rack

ets

rela

te to

the

prev

ious

yea

r.

ii)

*

Lan

d at

Viz

ag a

nd S

alem

Pla

nt a

mou

ntin

g to

` 8

,61,

82,8

70/-

is c

lass

ified

as

asse

ts h

eld

for

sale

iii

) P

lant

, pro

pert

y an

d eq

uipm

ent i

nclu

ding

cap

ital w

ork-

in-p

rogr

ess

wer

e te

sted

for

impa

irmen

t dur

ing

the

year

whe

re in

dica

tors

of i

mpa

irmen

t exi

sted

and

no

indi

cato

rs o

f im

pairm

ent w

ere

iden

tifie

d du

ring

the

curr

ent y

ear.`


91


No. of As at As at equity shares 31st March, 2018 31st March, 2017 Non-current Non-current ` `

NOTE: 02 Equity accounted Investments (fully paid-up)

Non-Current

Investment in Associate Companies

a) TRL Krosaki Asia Pte Limited (Face value of SG$ 1 each, fully paid-up) 13,82,61,57548,07,584 24,71,96,840

Add: Fair valuation of retained interest 10,89,35,265—

Add: Accumulated Profit / (loss) (1,51,64,844) 5,97,05,535


b) Almora Magnesite Limited

Original Cost of Investment (Face value of ` 100 each, fully paid-up) 77,99,00077,990 77,99,000

Add: Accumulated Profit 1,00,79,339 1,83,62,802


Total Investment in Associates 24,99,10,335 33,30,64,177


NOTE: 03 Investments

Non-Current



Investment in Equity Shares (Quoted)

HDFC Bank Limited (Market Value) 72,00,000 5,000 94,30,500 (Face Value of ` 2 each, fully paid-up)


Tata Construction and Projects Limited 18,42,0201,44,202 18,42,020 (Face Value of ` 10 each, fully paid up)




Carrying value 72,00,000 94,30,500

Market Value 72,00,000 94,30,500

Aggregate amount of impairment in value of investment 18,42,02018,42,020

TRL

90

NO

TE

S F

OR

MIN

G P

AR

T O

F C

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LID

AT

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FIN

AN

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S

NO

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NT

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QU

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Des

crip

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s D

educ

tions

A

djus

tmen

t G

ross

Blo

ck

Acc

umul

ated

D

epre

ciat

ion

for

the

year

A

djus

tmen

t To

tal

Net

Blo

ck

(D

eem

ed C

ost)

fo

r sa

le o

f as

at

Dep

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n

fo

r sa

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f D

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ion

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at

as

at

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31.0

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as a

t A

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2018

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17

Sub

sidi

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01

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2017

S

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2018

A.

TAN

GIB

LE

AS

SE

TS

F

reeh

old

Land

8

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50,2

82

—

8,6

1,82

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* —

18

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412

—

—

—

—

—

18,6

7,41

2

(8,

93,6

4,33

8)

—

(13

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056)

—

(

8,80

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282)

—

—

—

—

—

(

8,80

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282)

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uild

ings

and

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d 5

4,36

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279

5,5

9,52

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—

59,

96,2

5,14

5 3

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86,8

58

1,8

7,84

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—

—

5

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70,9

56

54,

38,5

4,18

9

(97

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72,7

67)

—

—

(43,

52,0

0,48

8)

(54

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72,2

79)

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16,5

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9)

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77,0

7,01

6)

—

(5,

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7)

(3,

69,8

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P

lant

and

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hine

ry

154

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13,

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166

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ailw

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idin

g 1

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2,95

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2,26

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2,59

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1,48

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ehic

les

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1,56

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17,8

3,34

6)

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124)

(

25,4

1,70

2)

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,76,

009)

(

25,0

9,75

9)

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31,4

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To

lal T

ang

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Ass

ets

232

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16,0

65

23,

85,4

5,62

6 1

0,75

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400

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245

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39,2

91

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33,5

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57,1

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2,0

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5

0,80

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552

19

4,76

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739

(

298,

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22)

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43,6

20)

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18,8

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1)

(17,

77,0

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3)

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33,5

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557)

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INTA

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SS

ET

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evel

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f Min

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2,8

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—

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33,2

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88,

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82

44,

47,0

92

—

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19

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(

1,99

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S

oftw

are

3,4

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30

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436

—

—

3,7

1,51

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85

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107

49,0

6,97

5 —

—

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01,0

82

2,3

6,50

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(

3,23

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833)

(

17,6

3,17

2)

—

—

(3,

40,7

8,00

5)

(41

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157)

(

44,2

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0)

(—

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—

(85

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107)

(

2,54

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tal I

nta

ng

ible

Ass

ets

6,2

9,11

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30

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—

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9,84

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88,2

89

93,5

4,06

7 —

—

2

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42,3

56

3,9

1,42

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(

6,11

,48,

126)

(

17,6

3,17

2)

(—

)

(—

)

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29,1

1,29

8)

(86

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248)

(

88,6

9,04

1)

(—

)

(—

)

(1,

74,8

8,28

9)

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54,2

3,00

9)

To

tal (

A+B

) 2

38,7

6,27

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2

4,16

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062

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75,2

2,40

0 —

2

52,1

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2

0,50

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789

2

,09,

99,6

78

—

53,

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1,90

8

198,

68,1

2,11

7

As

at 3

1st M

arch

,201

7 (

305,

04,9

2,02

8)

(13

,35,

56,6

11)

(1,

33,1

4,74

8)

(78,

31,0

6,52

8)

(238

,76,

27,3

63)

(29

,76,

24,5

70)

(24

,28,

12,6

61)

(1,

18,8

8,06

1)

(17,

77,0

5,37

3)

(35,

08,4

3,79

7)

(20

3,67

,83,

566)

C.

CA

PIT

AL

WO

RK

IN P

RO

GR

ES

S

B

uild

ings

, Pla

nt a

nd

M

achi

nery

etc

. 5

,05,

24,3

27

24,

35,2

0,76

3 2

4,16

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062

—

5,2

4,26

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—

—

—

—

—

5

,24,

26,0

28

(2,

31,7

0,03

5)

(16

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10,9

03)

(13,

35,5

6,61

1)

—

(5,

05,2

4,32

7)

(—

)

(—

)

(—

)

(—

)

(—

)

(5,

05,2

4,32

7)

To

tal A

sset

s

2

03,9

2,38

,145

(

208,

73,0

7,89

3)

Not

e:

i)

Fig

ures

in b

rack

ets

rela

te to

the

prev

ious

yea

r.

ii)

*

Lan

d at

Viz

ag a

nd S

alem

Pla

nt a

mou

ntin

g to

` 8

,61,

82,8

70/-

is c

lass

ified

as

asse

ts h

eld

for

sale

iii

) P

lant

, pro

pert

y an

d eq

uipm

ent i

nclu

ding

cap

ital w

ork-

in-p

rogr

ess

wer

e te

sted

for

impa

irmen

t dur

ing

the

year

whe

re in

dica

tors

of i

mpa

irmen

t exi

sted

and

no

indi

cato

rs o

f im

pairm

ent w

ere

iden

tifie

d du

ring

the

curr

ent y

ear.`

92


93

TRL

``

``

``






Total Loans 4,83,55,349 1,46,78,579 6,30,33,928 4,30,11,772 1,85,37,014 6,15,48,786







Earmarked balance with bank represent deposits not due for realisation within 12 months from the balance sheet date. These are primarily placed as margin money against issue of bank guarantees.



(a) Capital advances 2,63,345 — 2,63,34593,22,488 — 93,22,488


(c) Other advances (Unsecured, considered good)** 53,99,213 13 ,49,81,352 14,03,80,56587,92,437 13,22,91,921 14,10,84,358


Gross other assets 18,01,02,391 26,41,34,804 44,42,37,195 18,27,77,601 46,76,96,391 65,04,73,992



* Advance with public bodies primarily relate to duty credit entitlements and amounts paid under protest in respect of demands from regulatory authorities.

** Other advances include advances against supply of goods and services and advances paid to employees.






Total Trade receivables 282,52,27,517 209,67,93,844







Additions during the year 1,32,26,971 75,48,250

Amount utilised during the year - -




(a) Raw materials 84,34,16,377 162,98,92,779


(c) Finished goods 54,00,06,751 # 55,51,94,710



(f) Loose tools 30,47,674 29,30,488

(g) Fuel 3,57,79,122 4,92,57,752


# Includes excise duty of current year : Nil (previous year: ` 5,60,82,851)


09. Cash and Cash Equivalents As at 31st March, 2018 As at 31st March, 2017 ` `

(a) Cash on hand 94,789 2,17,565

(b) Balances with banks 3,69,20,655 74,28,170

Total cash and cash equivalents 3,70,15,444 76,45,735

10. Other Balances with Bank As at 31st March, 2018 As at 31st March, 2017 ` `


Unclaimed dividend 55,35,444 3,31,706



11. Equity Share Capital As at 31st March, 2018 As at 31st March, 2017 ` `

Authorised :


25,00,00,000 25,00,00,000

Issued , Subscribed and Fully Paid-up:


Total Share Capital 20,90,00,000 20,90,00,000




92


93

TRL

``

``

``






Total Loans 4,83,55,349 1,46,78,579 6,30,33,928 4,30,11,772 1,85,37,014 6,15,48,786







Earmarked balance with bank represent deposits not due for realisation within 12 months from the balance sheet date. These are primarily placed as margin money against issue of bank guarantees.



(a) Capital advances 2,63,345 — 2,63,34593,22,488 — 93,22,488


(c) Other advances (Unsecured, considered good)** 53,99,213 13 ,49,81,352 14,03,80,56587,92,437 13,22,91,921 14,10,84,358


Gross other assets 18,01,02,391 26,41,34,804 44,42,37,195 18,27,77,601 46,76,96,391 65,04,73,992



* Advance with public bodies primarily relate to duty credit entitlements and amounts paid under protest in respect of demands from regulatory authorities.

** Other advances include advances against supply of goods and services and advances paid to employees.






Total Trade receivables 282,52,27,517 209,67,93,844







Additions during the year 1,32,26,971 75,48,250

Amount utilised during the year - -




(a) Raw materials 84,34,16,377 162,98,92,779


(c) Finished goods 54,00,06,751 # 55,51,94,710



(f) Loose tools 30,47,674 29,30,488

(g) Fuel 3,57,79,122 4,92,57,752


# Includes excise duty of current year : Nil (previous year: ` 5,60,82,851)


09. Cash and Cash Equivalents As at 31st March, 2018 As at 31st March, 2017 ` `

(a) Cash on hand 94,789 2,17,565

(b) Balances with banks 3,69,20,655 74,28,170

Total cash and cash equivalents 3,70,15,444 76,45,735

10. Other Balances with Bank As at 31st March, 2018 As at 31st March, 2017 ` `


Unclaimed dividend 55,35,444 3,31,706



11. Equity Share Capital As at 31st March, 2018 As at 31st March, 2017 ` `

Authorised :


25,00,00,000 25,00,00,000

Issued , Subscribed and Fully Paid-up:


Total Share Capital 20,90,00,000 20,90,00,000




94 95






As at 31st March, 2017 As at 31st March, 2018 ` ` The details of movement in investment revaluation reserve are as below:

Balance at the beginning of the year 53,46,000 11,61,25,265

Other comprehensive income recognised during the year 11,07,79,265 22,30,500




Number `Number `

Opening Balance 2,09,00,000 20,90,00,000 2,09,00,000 20,90,00,000

Changes in equity share capital during the period — — — —

Closing Balance 2,09,00,000 20,90,00,000 2,09,00,000 20,90,00,000


Number ` Number `


Opening Balance 1,06,59,000 10,65,90,000 1,06,59,000 10,65,90,000

Closing Balance 1,06,59,000 10,65,90,000 1,06,59,000 10,65,90,000


Name of the Share holders As at 31st March, 2017 As at 31st March, 2018


Krosaki Harima Corporation -Japan (Holding company) 1,06,59,000 51.00 1,06,59,000 51.00


Steel Authority of India Limited 22,03,150 10.5422,03,150 10.54

e) Other Equity

1) General Reserve

Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act, 2013, the requirement to mandatory transfer a specified percentage of net profit to general reserve has been withdrawn. There is no movement in General reserve during the current and previous year.






e) Other Equity





5,03,09,644 15,84,75,379




13,16,70,000 13,79,40,000


Remeasurement gain/(loss) on defined benefit plans includes actuarial gain / (loss) arising on defined benefit plans of Company (net of income taxes).

12. Borrowings As at 31st March, 2017 As at 31st March, 2018





(i) Working Capital Demand Loans — — 35,00,00,000 35,00,00,000

(ii) Cash Credit 23,03,35,096 23,03,35,096 16,58,42,137 16,58,42,137

(iii) Packing Credits 24,00,03,187 24,00,03,187 — — 72,79,77,646 72,79,77,646


Total Secured Borrowings 84 ,20,15,589 84 ,20,15,589 — — — — 89,38,19,783 89,38,19,783


(a) Term Loans



From banks — — — — — — —

(i) Working Capital Demand Loans 75,00,00,000 75,00,00,000 70,00,00,000 70,00,00,000

(ii) Packing Credits 33,62,350 33,62,350 3,25,33,923 3,25,33,923






2) Covered by Corporate Guarantee of Krosaki Harima Corporation, Japan, repayable in 12 quarterly installments .

``

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

94 95






As at 31st March, 2017 As at 31st March, 2018 ` ` The details of movement in investment revaluation reserve are as below:

Balance at the beginning of the year 53,46,000 11,61,25,265

Other comprehensive income recognised during the year 11,07,79,265 22,30,500




Number `Number `

Opening Balance 2,09,00,000 20,90,00,000 2,09,00,000 20,90,00,000

Changes in equity share capital during the period — — — —

Closing Balance 2,09,00,000 20,90,00,000 2,09,00,000 20,90,00,000


Number ` Number `


Opening Balance 1,06,59,000 10,65,90,000 1,06,59,000 10,65,90,000

Closing Balance 1,06,59,000 10,65,90,000 1,06,59,000 10,65,90,000


Name of the Share holders As at 31st March, 2017 As at 31st March, 2018


Krosaki Harima Corporation -Japan (Holding company) 1,06,59,000 51.00 1,06,59,000 51.00


Steel Authority of India Limited 22,03,150 10.5422,03,150 10.54

e) Other Equity

1) General Reserve

Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act, 2013, the requirement to mandatory transfer a specified percentage of net profit to general reserve has been withdrawn. There is no movement in General reserve during the current and previous year.






e) Other Equity





5,03,09,644 15,84,75,379




13,16,70,000 13,79,40,000


Remeasurement gain/(loss) on defined benefit plans includes actuarial gain / (loss) arising on defined benefit plans of Company (net of income taxes).

12. Borrowings As at 31st March, 2017 As at 31st March, 2018





(i) Working Capital Demand Loans — — 35,00,00,000 35,00,00,000

(ii) Cash Credit 23,03,35,096 23,03,35,096 16,58,42,137 16,58,42,137

(iii) Packing Credits 24,00,03,187 24,00,03,187 — — 72,79,77,646 72,79,77,646


Total Secured Borrowings 84 ,20,15,589 84 ,20,15,589 — — — — 89,38,19,783 89,38,19,783


(a) Term Loans



From banks — — — — — — —

(i) Working Capital Demand Loans 75,00,00,000 75,00,00,000 70,00,00,000 70,00,00,000

(ii) Packing Credits 33,62,350 33,62,350 3,25,33,923 3,25,33,923






2) Covered by Corporate Guarantee of Krosaki Harima Corporation, Japan, repayable in 12 quarterly installments .

``

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

96 97



13. Trade Payables


(a) Creditors for supplies / services 107,75,10,501 162,33,65,737


(c) Acceptances 25,25,94,025 25,25,50,417

Total Trade payables 139,45,77,540 194,51,14,185

14. Other financial liabilities

(a) Current maturities of long-term borrowing 6,45,45,463 —



Total Other Financial Liabilities 7,14,78,611 6,69,309

15. Provisions



` ` `` ` `



(c) Other provisions* 3,36,64,881 — 3,36,64,881 3,68,56,759 — 3,68,56,759


*The other provisions includes provisions for Octroi, holding tax, license fees and water cess.



``








` ` `` ` `





17. Other Liabilities As at As at 31st March, 2017 31st March, 2018

``



(c) Statutory dues * 6,88,62,371 16,69,35,131



18. Revenue from Operations April '16 to March '17April '17 to March '18





* Sale of products upto 30th June, 2017 includes excises duty. GST was introduced w.e.f 1st July, 2017 and sale of products w.e.f 1st July, 2017 does not include GST.

19. Other Income April '17 to March '18 April '16 to March '17

(a) Dividend Income 47,500 55,000

(b) Net gain on sale of property, plant and equipment 2,80,818 10,14,831




20. Exceptional Item April '16 to March '17 April '17 to March '18


Less: Expenditure incurred on sale of shares (33,86,254) —

Less: Adjustment of net asset of subsidiary on date of sale (7,40,87,973) —

Less: Adjustment of opening balance of subsidiary reserve & surplus (11,62,24,343) —

Add: Foreign currency translation reserve reclassified to profit and loss 13,03,04,897 —


21. Employee Benefit Expenses April '16 to March '17 April '17 to March '18


(b) Employee separation compensation 1,06,159.00 7,68,267







Post employment benefits 24,63,696 27,47,196

2,77,47,226 3,18,91,875


96 97



13. Trade Payables


(a) Creditors for supplies / services 107,75,10,501 162,33,65,737


(c) Acceptances 25,25,94,025 25,25,50,417

Total Trade payables 139,45,77,540 194,51,14,185

14. Other financial liabilities

(a) Current maturities of long-term borrowing 6,45,45,463 —



Total Other Financial Liabilities 7,14,78,611 6,69,309

15. Provisions



` ` `` ` `



(c) Other provisions* 3,36,64,881 — 3,36,64,881 3,68,56,759 — 3,68,56,759


*The other provisions includes provisions for Octroi, holding tax, license fees and water cess.



``








` ` `` ` `





17. Other Liabilities As at As at 31st March, 2017 31st March, 2018

``



(c) Statutory dues * 6,88,62,371 16,69,35,131



18. Revenue from Operations April '16 to March '17April '17 to March '18





* Sale of products upto 30th June, 2017 includes excises duty. GST was introduced w.e.f 1st July, 2017 and sale of products w.e.f 1st July, 2017 does not include GST.

19. Other Income April '17 to March '18 April '16 to March '17

(a) Dividend Income 47,500 55,000

(b) Net gain on sale of property, plant and equipment 2,80,818 10,14,831




20. Exceptional Item April '16 to March '17 April '17 to March '18


Less: Expenditure incurred on sale of shares (33,86,254) —

Less: Adjustment of net asset of subsidiary on date of sale (7,40,87,973) —

Less: Adjustment of opening balance of subsidiary reserve & surplus (11,62,24,343) —

Add: Foreign currency translation reserve reclassified to profit and loss 13,03,04,897 —


21. Employee Benefit Expenses April '16 to March '17 April '17 to March '18


(b) Employee separation compensation 1,06,159.00 7,68,267







Post employment benefits 24,63,696 27,47,196

2,77,47,226 3,18,91,875


99


98

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH, 2018





The consolidated financial statements as at March 31, 2018 present the financial position of the Company as well as its interests in associate companies using equity method.

The functional and presentation currency of the Company is Indian Rupee (`), which is the currency of the primary economic

environment in which the Company operates.


The list of Associates, which are included in the consolidation and the Company’s holding therein are as under:

Particulars Ownership in % Country of Incorporation

As at As at March 31, 2018 March 31, 2017

Almora Magnesite Limited 38.995% 38.995% India

TRL Krosaki Asia Pte. Ltd. 37% 37% Singapore


The significant accounting policies applied by the Company in the preparation of its consolidated financial statements are listed below. Such accounting policies have been applied consistently to all the periods presented in these consolidated financial statements.


These consolidated financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 (‘Act’) and other relevant provisions of the Act.


The consolidated financial statements have been prepared under the historical cost convention, with the exception of certain assets and liabilities that are required to be carried at fair values by Ind-AS.


(c) Basis of Consolidation

The consolidated financial statements incorporate the financial statements of the Company and the Company’s share of profits of associates that are consolidated using the equity method of consolidation. Unrealised gains from the transaction with equity accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee.

(d) Investment in Associates:

Associates are those enterprises in which the Company has significant influence, but does not have control.

Investments in associates are accounted for under the equity method and are initially recognized at cost, from the date that significant influence commences until the date that significant influence ceases. Subsequent changes in the carrying value reflect the post-acquisition changes in the Company’s share of net assets of the associate.

(e) Use of estimates and critical accounting judgments

In preparation of the consolidated financial statements, the Company makes judgments, estimates and assumptions about the carrying amounts of assets and liabilities. The estimates and the associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.


22. Finance Costs April '17 to March '18 April '16 to March '17

(a) Interest expense ``



(b) Other borrowing costs 78,26,906 23,07,857

Total Finance costs 22,43,63,667 13,83,20,808

23. Other Expenses





(e) Fuel consumed 61,93,73,085 73,29,78,281




(i) Rent 3,15,33,794 3,88,21,170

(j) Royalty 4,29,01,339 5,10,67,165

(k) Rates and taxes 2,52,83,457 4,96,16,570

(l) Insurance charges 52,98,936 57,13,599


(n) Allowances for credit loss/ provisions for advances 4,77,28,126 75,48,250

(o) Excise duties # 109,26,67,445 15,48,61,383




(s) Other expenses** 16,87,49,761 9,66,27,893


# Goods and services tax Act (GST) was implemented w.e.f 1st July, 2017. Accordingly, excise duty for the year is upto 30th June ’17.



i) Services as Auditors ( including for audit in terms of Section 44AB of the Income Tax Act, 1961 ` 2,49,117 (Previous Year ` 4,69,928)) 29,40,340 25,00,000

ii) Fees for other Services 2,20,000 13,33,919

iii) Out-of pocket expenses 1,11,550 3,71,575

32,71,890 42,05,494


(iii) Revenue expenditure charged to statement of profit and loss in respect of Corporate Social Responsibility (CSR) activities undertaken during the year is ` 81,68,688 (fully paid) as compared to ` 81,40,526 for the year ended 31st March ’2017 (fully paid).




99


98

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH, 2018





The consolidated financial statements as at March 31, 2018 present the financial position of the Company as well as its interests in associate companies using equity method.

The functional and presentation currency of the Company is Indian Rupee (`), which is the currency of the primary economic

environment in which the Company operates.


The list of Associates, which are included in the consolidation and the Company’s holding therein are as under:

Particulars Ownership in % Country of Incorporation

As at As at March 31, 2018 March 31, 2017

Almora Magnesite Limited 38.995% 38.995% India

TRL Krosaki Asia Pte. Ltd. 37% 37% Singapore


The significant accounting policies applied by the Company in the preparation of its consolidated financial statements are listed below. Such accounting policies have been applied consistently to all the periods presented in these consolidated financial statements.


These consolidated financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 (‘Act’) and other relevant provisions of the Act.


The consolidated financial statements have been prepared under the historical cost convention, with the exception of certain assets and liabilities that are required to be carried at fair values by Ind-AS.


(c) Basis of Consolidation

The consolidated financial statements incorporate the financial statements of the Company and the Company’s share of profits of associates that are consolidated using the equity method of consolidation. Unrealised gains from the transaction with equity accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee.

(d) Investment in Associates:

Associates are those enterprises in which the Company has significant influence, but does not have control.

Investments in associates are accounted for under the equity method and are initially recognized at cost, from the date that significant influence commences until the date that significant influence ceases. Subsequent changes in the carrying value reflect the post-acquisition changes in the Company’s share of net assets of the associate.

(e) Use of estimates and critical accounting judgments

In preparation of the consolidated financial statements, the Company makes judgments, estimates and assumptions about the carrying amounts of assets and liabilities. The estimates and the associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.


22. Finance Costs April '17 to March '18 April '16 to March '17

(a) Interest expense ``



(b) Other borrowing costs 78,26,906 23,07,857

Total Finance costs 22,43,63,667 13,83,20,808

23. Other Expenses





(e) Fuel consumed 61,93,73,085 73,29,78,281




(i) Rent 3,15,33,794 3,88,21,170

(j) Royalty 4,29,01,339 5,10,67,165

(k) Rates and taxes 2,52,83,457 4,96,16,570

(l) Insurance charges 52,98,936 57,13,599


(n) Allowances for credit loss/ provisions for advances 4,77,28,126 75,48,250

(o) Excise duties # 109,26,67,445 15,48,61,383




(s) Other expenses** 16,87,49,761 9,66,27,893


# Goods and services tax Act (GST) was implemented w.e.f 1st July, 2017. Accordingly, excise duty for the year is upto 30th June ’17.



i) Services as Auditors ( including for audit in terms of Section 44AB of the Income Tax Act, 1961 ` 2,49,117 (Previous Year ` 4,69,928)) 29,40,340 25,00,000

ii) Fees for other Services 2,20,000 13,33,919

iii) Out-of pocket expenses 1,11,550 3,71,575

32,71,890 42,05,494


(iii) Revenue expenditure charged to statement of profit and loss in respect of Corporate Social Responsibility (CSR) activities undertaken during the year is ` 81,68,688 (fully paid) as compared to ` 81,40,526 for the year ended 31st March ’2017 (fully paid).




101


100


(i) Impairment of Non-financial Assets:




(j) Financial Instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. The transaction costs directly attributable to the acquisition of financial assets and financial liabilities at fair value through profit and loss are immediately recognised in the statement of profit and loss.



Financial assets:











Loss allowance equal to the lifetime expected credit losses is recognised if the credit risk on the financial instruments


(f) Property, plant and equipment




(g) Intangible assets


(h) Depreciation and amortisation of property, plant and equipment and intangible assets

Depreciation or amortisation is provided under the straight line method, based on the estimated useful life, as determined by a technical evaluation of the assets, in terms of Schedule II to the Companies Act, 2013. Assets

individually costing up to ` 25,000 are fully depreciated in the year of acquisition. The charge of depreciation or

amortization commences from the date the assets are available for their intended use. The estimated useful lives of assets and residual values are reviewed periodically and, when necessary, revised. No further charge is provided in respect of assets that are fully written down but are still in use.




1 Roads 10


3 Other Buildings ( RCC Structure) 60

4 Grinder 8 to 15



7 Kiln Car 10







Intangible Assets

1 Software 10


101


100


(i) Impairment of Non-financial Assets:




(j) Financial Instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. The transaction costs directly attributable to the acquisition of financial assets and financial liabilities at fair value through profit and loss are immediately recognised in the statement of profit and loss.



Financial assets:











Loss allowance equal to the lifetime expected credit losses is recognised if the credit risk on the financial instruments


(f) Property, plant and equipment




(g) Intangible assets


(h) Depreciation and amortisation of property, plant and equipment and intangible assets

Depreciation or amortisation is provided under the straight line method, based on the estimated useful life, as determined by a technical evaluation of the assets, in terms of Schedule II to the Companies Act, 2013. Assets

individually costing up to ` 25,000 are fully depreciated in the year of acquisition. The charge of depreciation or

amortization commences from the date the assets are available for their intended use. The estimated useful lives of assets and residual values are reviewed periodically and, when necessary, revised. No further charge is provided in respect of assets that are fully written down but are still in use.




1 Roads 10


3 Other Buildings ( RCC Structure) 60

4 Grinder 8 to 15



7 Kiln Car 10







Intangible Assets

1 Software 10


103


102


(l) Employee benefits












Compensation to employees who have opted for retirement under the Friendly Departure Scheme of the Company is charged off in the year in which the employee is relieved from the services of the Company.





(m) Inventories

Finished goods and stock-in-trade are stated at lower of cost and net realisable value. Costs are calculated on full absorption cost basis, which comprise direct materials, direct labour and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost of inventories is generally ascertained on the weighted average basis.








has significantly increased since initial recognition. For financial instruments whose credit risk has not significantly increased since initial recognition, loss allowance equal to twelve months expected credit losses is recognised.







Equity instruments






Offsetting:




(k) Derivative financial instruments and hedge accounting





103


102


(l) Employee benefits












Compensation to employees who have opted for retirement under the Friendly Departure Scheme of the Company is charged off in the year in which the employee is relieved from the services of the Company.





(m) Inventories

Finished goods and stock-in-trade are stated at lower of cost and net realisable value. Costs are calculated on full absorption cost basis, which comprise direct materials, direct labour and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost of inventories is generally ascertained on the weighted average basis.








has significantly increased since initial recognition. For financial instruments whose credit risk has not significantly increased since initial recognition, loss allowance equal to twelve months expected credit losses is recognised.







Equity instruments






Offsetting:




(k) Derivative financial instruments and hedge accounting





105


104

(n) Cash and Cash Equivalents




(o) Non-Current assets held for sale

Non-current assets or disposal groups comprising of assets and liabilities are classified as ‘held for sale’ when all of the following criteria are met: (i) decision has been made to sale. (ii) the assets are available for immediate sale in its present condition. (iii) the assets are being actively marketed and (iv) sale has been agreed or is expected to be concluded within 12 months of the Balance Sheet date. Subsequently, such non-current assets and disposal groups classified as held for sale are measured at the lower of its carrying value and fair value less costs to sale. Non-current assets held for sale are not depreciated or amortised.

(p) Provisions other than employee benefits





(q) Income taxes


Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences. In contrast, deferred tax assets are only recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.





(r) Revenue recognition


Sale of Goods:








Interest Income


Export incentives




Dividend Income


(s) Foreign currency transactions and translation

The consolidated financial statements of the Company are presented in Rupees (`), which is the functional currency of

the Company and the presentation currency for the financial statements.

In preparing the consolidated financial statements, transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the end of the reporting period. Non-monetary items that are measured in terms of historical cost in a foreign currency are not translated.



The profit and loss of the foreign associate is translated at the average exchange rates for the period.

(t) Borrowing Costs



105


104

(n) Cash and Cash Equivalents




(o) Non-Current assets held for sale

Non-current assets or disposal groups comprising of assets and liabilities are classified as ‘held for sale’ when all of the following criteria are met: (i) decision has been made to sale. (ii) the assets are available for immediate sale in its present condition. (iii) the assets are being actively marketed and (iv) sale has been agreed or is expected to be concluded within 12 months of the Balance Sheet date. Subsequently, such non-current assets and disposal groups classified as held for sale are measured at the lower of its carrying value and fair value less costs to sale. Non-current assets held for sale are not depreciated or amortised.

(p) Provisions other than employee benefits





(q) Income taxes


Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences. In contrast, deferred tax assets are only recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.





(r) Revenue recognition


Sale of Goods:








Interest Income


Export incentives




Dividend Income


(s) Foreign currency transactions and translation

The consolidated financial statements of the Company are presented in Rupees (`), which is the functional currency of

the Company and the presentation currency for the financial statements.

In preparing the consolidated financial statements, transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the end of the reporting period. Non-monetary items that are measured in terms of historical cost in a foreign currency are not translated.



The profit and loss of the foreign associate is translated at the average exchange rates for the period.

(t) Borrowing Costs



107


106



Income Tax:

The Company has ongoing disputes with income tax authorities relating to tax treatment of certain items. These are mainly for transfer pricing issues and disallowance of expenses claimed by the Company as deductions. Most of these disputes and/or dis-allowances, being repetitive in nature, have been raised by the income tax authorities consistently in most of the years.

As at March 31, 2018, there are matters and/or disputes pending in appeal amounting to ` 20,59,59,575/- (Previous Year:

` 10,98,59,702/-).

Sales Tax / VAT

The Company has demands that are being contested by the Company in different years amounting to ` 10,14,54,358/-

(Previous Year : 13,41,31,662/-). These are mainly for non submission of concessional forms.


Demand Notice has been raised by the Mining Officer, Cuttack Circle, Odisha, amounting to ` 1.29 Crores for excess

production of fireclay over the quantity permitted under the scheme of mining for the period 2003-04 to 2006-07. The demand notice has been raised under Section 21(5) of the Mines and Minerals (Development and Regulations) Act (MMDR). However, the Act specifies that demand can be raised only when the land is occupied without lawful authority. The Company is of the view that, Section 21(5) of the MMDR Act is not applicable to it, as the mining has been carried out within the confines of the sanctioned mining lease area. Accordingly, the Company has filed a revision petition before the Mines Tribunal against the demand notice. The impugned order has been set aside and the matter has been remanded back to Govt. of Odisha to re-estimate the claim.

The Company has also received a show cause notice for an amount of 15.20 Crores. during the current year and have replied

to that show cause notice.

Other Claims

Other civil cases for which the Company may contingently be liable aggregate to 59,41,203/- (Previous Year : 59,41,203/-).


The Company has been drawing water from Lilhari Nullha, a natural water stream. Up to 1994, as per the Orissa Irrigation Act, the water rate was payable for drawing water from irrigation work. Natural water streams like Lilhari Nullha were not covered in the definition of irrigation work, as given in Section 4(9) of the Act. Definition of ‘government water source’ was inserted in Section 4(6-a) of the Act in 1994, which covers natural water sources like Lilhari Nullha, and the Company has been paying

water rate since then. However, the Government of Odisha demanded an amount of ` 57,77,600/- towards water rate and

penalty for the period prior to 1994 which has been stayed by the Hon’ble High Court of Odisha. Water Resources Department, Government of Odisha, has been charging monthly compounded interest @ 2% on the disputed amount and the total interest

charged up to 31st March, 2018 is 40,89,46,083/-. The total disputed demand, together with interest as on 31st March 2018 is

` 41,47,23,683/- As per the legal opinion obtained by the Company, the demand is not tenable under the law.

27 Estimated amount of contracts remaining to be executed on Capital Account and not provided for, net of advances paid -

` 5,02,89,889/- (Previous Year : 9,77,45,773/-).



The Company is domiciled in India, however also sells its products outside India. Revenue from geographic segments

based on location of customer is (a) Domestic 990,03,28,032/- (Previous Year : 1009,89,96,539/-) and (b) Rest of the world:

` 202,92,16,226/- (Previous Year : 230,49,95,239/-).

Non-current assets from geographic segments based on location of customer is (a) Domestic ` 2,32,06,46,111/- (Previous

Year : 235,96,85,627/-) and (b) Rest of the world: Nil (Previous Year: Nil).

29 Issue of Commercial Paper: The Company has issued commercial paper during the year to meet the working capital

requirements and the maximum amount raised through issue of Commercial paper during FY 2017-18 is ` 64,72,67,639/-

(Previous Year : ` 49,76,17,480/- and the outstanding balance as at 31st March, 2018 is ` Nil (Previous Year :

` 49,38,82,297/-)

30 In March, 2018, The Ministry of Corporate Affairs (MCA) has issued Companies (Indian Accounting Standard) Amendment rules, 2018 notifying IND AS 115 - Revenue recognition, and amending IND AS 21 - Effects of changes in foreign exchange rates and IND AS 12- Income taxes, which are effective from 1st April, 2018. The impact of these amendments is not yet assessed.

31 Last year, the Company had sold 66,26,670 shares of Singapore Dollars (SGD) 1 each, of TRL Krosaki Asia Pte Limited (its subsidiary company), to Krosaki Harima Corporation, Japan, for SGD 71,91,000, out of its total holding of 1,14,34,254 equity

shares in the subsidiary company and had earned a profit of 8,67,60,329, which was net of expenditure incurred for sale of

shares and adjustments on account of consolidation.

As per the requirement of Ind AS 110 “Consolidated Financial Statements”, in the event of loss of control in subsidiary the remaining interest needs to be revalued at fair value. Accordingly, the Company had revalued its remaining interest in TRL Krosaki Asia Pte Ltd based on valuation carried out for sale of shares. The changes due to this fair valuation amounting to

` 10,89,35,265 had been recognized in other comprehensive income and accumulated in separate component of equity called

as “Investment Revaluation Reserve”.













The Company has recognized, in the Statement of Profit and Loss account for the year ended 31.03.2018, an

amount of 7,13,92,514/- (Previous Year : 6,64,72,256/-) being expenses under the defined contribution plans,

as given below:

Benefit (Contribution to) Previous YearCurrent Year 2016-172017-18

``




7,13,92,514 6,64,72,256

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2018

107


106



Income Tax:

The Company has ongoing disputes with income tax authorities relating to tax treatment of certain items. These are mainly for transfer pricing issues and disallowance of expenses claimed by the Company as deductions. Most of these disputes and/or dis-allowances, being repetitive in nature, have been raised by the income tax authorities consistently in most of the years.

As at March 31, 2018, there are matters and/or disputes pending in appeal amounting to ` 20,59,59,575/- (Previous Year:

` 10,98,59,702/-).

Sales Tax / VAT

The Company has demands that are being contested by the Company in different years amounting to ` 10,14,54,358/-

(Previous Year : 13,41,31,662/-). These are mainly for non submission of concessional forms.


Demand Notice has been raised by the Mining Officer, Cuttack Circle, Odisha, amounting to ` 1.29 Crores for excess

production of fireclay over the quantity permitted under the scheme of mining for the period 2003-04 to 2006-07. The demand notice has been raised under Section 21(5) of the Mines and Minerals (Development and Regulations) Act (MMDR). However, the Act specifies that demand can be raised only when the land is occupied without lawful authority. The Company is of the view that, Section 21(5) of the MMDR Act is not applicable to it, as the mining has been carried out within the confines of the sanctioned mining lease area. Accordingly, the Company has filed a revision petition before the Mines Tribunal against the demand notice. The impugned order has been set aside and the matter has been remanded back to Govt. of Odisha to re-estimate the claim.

The Company has also received a show cause notice for an amount of 15.20 Crores. during the current year and have replied

to that show cause notice.

Other Claims

Other civil cases for which the Company may contingently be liable aggregate to 59,41,203/- (Previous Year : 59,41,203/-).


The Company has been drawing water from Lilhari Nullha, a natural water stream. Up to 1994, as per the Orissa Irrigation Act, the water rate was payable for drawing water from irrigation work. Natural water streams like Lilhari Nullha were not covered in the definition of irrigation work, as given in Section 4(9) of the Act. Definition of ‘government water source’ was inserted in Section 4(6-a) of the Act in 1994, which covers natural water sources like Lilhari Nullha, and the Company has been paying

water rate since then. However, the Government of Odisha demanded an amount of ` 57,77,600/- towards water rate and

penalty for the period prior to 1994 which has been stayed by the Hon’ble High Court of Odisha. Water Resources Department, Government of Odisha, has been charging monthly compounded interest @ 2% on the disputed amount and the total interest

charged up to 31st March, 2018 is 40,89,46,083/-. The total disputed demand, together with interest as on 31st March 2018 is

` 41,47,23,683/- As per the legal opinion obtained by the Company, the demand is not tenable under the law.

27 Estimated amount of contracts remaining to be executed on Capital Account and not provided for, net of advances paid -

` 5,02,89,889/- (Previous Year : 9,77,45,773/-).



The Company is domiciled in India, however also sells its products outside India. Revenue from geographic segments

based on location of customer is (a) Domestic 990,03,28,032/- (Previous Year : 1009,89,96,539/-) and (b) Rest of the world:

` 202,92,16,226/- (Previous Year : 230,49,95,239/-).

Non-current assets from geographic segments based on location of customer is (a) Domestic ` 2,32,06,46,111/- (Previous

Year : 235,96,85,627/-) and (b) Rest of the world: Nil (Previous Year: Nil).

29 Issue of Commercial Paper: The Company has issued commercial paper during the year to meet the working capital

requirements and the maximum amount raised through issue of Commercial paper during FY 2017-18 is ` 64,72,67,639/-

(Previous Year : ` 49,76,17,480/- and the outstanding balance as at 31st March, 2018 is ` Nil (Previous Year :

` 49,38,82,297/-)

30 In March, 2018, The Ministry of Corporate Affairs (MCA) has issued Companies (Indian Accounting Standard) Amendment rules, 2018 notifying IND AS 115 - Revenue recognition, and amending IND AS 21 - Effects of changes in foreign exchange rates and IND AS 12- Income taxes, which are effective from 1st April, 2018. The impact of these amendments is not yet assessed.

31 Last year, the Company had sold 66,26,670 shares of Singapore Dollars (SGD) 1 each, of TRL Krosaki Asia Pte Limited (its subsidiary company), to Krosaki Harima Corporation, Japan, for SGD 71,91,000, out of its total holding of 1,14,34,254 equity

shares in the subsidiary company and had earned a profit of 8,67,60,329, which was net of expenditure incurred for sale of

shares and adjustments on account of consolidation.

As per the requirement of Ind AS 110 “Consolidated Financial Statements”, in the event of loss of control in subsidiary the remaining interest needs to be revalued at fair value. Accordingly, the Company had revalued its remaining interest in TRL Krosaki Asia Pte Ltd based on valuation carried out for sale of shares. The changes due to this fair valuation amounting to

` 10,89,35,265 had been recognized in other comprehensive income and accumulated in separate component of equity called

as “Investment Revaluation Reserve”.













The Company has recognized, in the Statement of Profit and Loss account for the year ended 31.03.2018, an

amount of 7,13,92,514/- (Previous Year : 6,64,72,256/-) being expenses under the defined contribution plans,

as given below:

Benefit (Contribution to) Previous YearCurrent Year 2016-172017-18

``




7,13,92,514 6,64,72,256

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2018

109


108



a) Funded



b) Unfunded:


The Company has a Post-Retirement Medical Benefit Scheme (PRMB), under which the retired employees and their spouses are eligible for free medical benefits in the Company’s hospital during their lifetime upto a ceiling fixed by the Company. The liability for the same is recognized annually on the basis of actuarial valuation.



C) i) Details of the Post Retirement Gratuity plan are as follows:

Description Previous Year Current Year As at 31.03.2017As at 31.03.2018

I Change in present value of defined benefit ``

obligation during the year



3. Interest Cost on the DBO 1,54,99,1301,45,80,840

4. Actuarial (gains)/ losses - Experience 52,41,5604,48,65,030








4. Return on plan assets greater / (lesser) than discount rate —19,91,850

5. Benefits paid (3,98,55,220) (3,44,53,190)


III. Net asset/ (liability) recognised in the balance sheet



3. Amount recognised in the balance sheet 3,41,12,700 3,68,55,840



2. Net interest on net defined benefit liability 13,25,860 6,37,890


V. Recognised in other comprehensive income for the year



3. Return on plan assets (greater)/less than discount rate —(19,91,850)



1. Within the next 12 months (next annual reporting period) 1,67,83,9404,45,07,680

2. Between 2 and 5 years 9,96,16,66011,59,98,900




(i) One percentage point increase in discount rate (1,88,81,160)(1,50,33,740)


(i) One percentage point increase in rate of salary increase 2,21,01,8601,73,27,270






iii). Assumptions 31.03.201731.03.2018

a. Discount rate (per annum) 7.00% 7.50%


d) Details of non—funded post retirement defined benefit obligations are as follows:



I Reconciliation of opening and closing balances of obligation



3. Interest Cost on the DBO 54,37,900 32,77,070 49,68,970 34,25,080

4. Actuarial (gains)/ losses - Experience 1,05,57,320 38,22,160 (36,64,280) (73,79,520)






2. Net interest on net defined benefit liability 54,37,900 32,77,070 49,68,970 34,25,080

3. Total expenses included in employee benefits expense 70,33,010 32,77,070 63,19,290 34,25,080

109


108



a) Funded



b) Unfunded:


The Company has a Post-Retirement Medical Benefit Scheme (PRMB), under which the retired employees and their spouses are eligible for free medical benefits in the Company’s hospital during their lifetime upto a ceiling fixed by the Company. The liability for the same is recognized annually on the basis of actuarial valuation.



C) i) Details of the Post Retirement Gratuity plan are as follows:

Description Previous Year Current Year As at 31.03.2017As at 31.03.2018

I Change in present value of defined benefit ``

obligation during the year



3. Interest Cost on the DBO 1,54,99,1301,45,80,840

4. Actuarial (gains)/ losses - Experience 52,41,5604,48,65,030








4. Return on plan assets greater / (lesser) than discount rate —19,91,850

5. Benefits paid (3,98,55,220) (3,44,53,190)


III. Net asset/ (liability) recognised in the balance sheet



3. Amount recognised in the balance sheet 3,41,12,700 3,68,55,840



2. Net interest on net defined benefit liability 13,25,860 6,37,890


V. Recognised in other comprehensive income for the year



3. Return on plan assets (greater)/less than discount rate —(19,91,850)



1. Within the next 12 months (next annual reporting period) 1,67,83,9404,45,07,680





(i) One percentage point increase in discount rate (1,88,81,160)(1,50,33,740)


(i) One percentage point increase in rate of salary increase 2,21,01,8601,73,27,270






iii). Assumptions 31.03.201731.03.2018

a. Discount rate (per annum) 7.00% 7.50%


d) Details of non—funded post retirement defined benefit obligations are as follows:



I Reconciliation of opening and closing balances of obligation



3. Interest Cost on the DBO 54,37,900 32,77,070 49,68,970 34,25,080

4. Actuarial (gains)/ losses - Experience 1,05,57,320 38,22,160 (36,64,280) (73,79,520)






2. Net interest on net defined benefit liability 54,37,900 32,77,070 49,68,970 34,25,080

3. Total expenses included in employee benefits expense 70,33,010 32,77,070 63,19,290 34,25,080

111


110

1. Within the next 12 months (next annual reporting period) 40,00,260 31,92,000 43,53,980 22,56,150



33 INCOME TAXES




Less: (Profit) on sale of investment (not taxable as there is a capital loss) (8,67,60,329) —

Less: (Profit) / loss of associate company 1,46,72,960 (8,31,53,842)

Less: Profit for subsidiary (There is no tax liability in case of subsidiary company) (6,74,93,056) —



III. Recognised in other comprehensive income for the year

1. Actuarial (gain)/ loss due to DBO experience 1,05,57,320 38,22,160 (36,64,280) (73,79,520)



IV. Assumptions

a. Discount rate (per annum) at the beginning of the year 8.00% 8.00% 7.00% 7.00%

b. Discount rate (per annum) at the end of the year 7.00% 7.00% 7.50% 7.50%


c. Medical costs inflation rate 4.00% — 4.00% —

d. Average Medical Cost (Rs./person) 1,600 — 1,660 —




(ii) One percentage point decrease in discount rate 95,81,620 49,04,530 77,18,040 38,54,130






Less: Expenses recognised in other comprehensive income (3,27,42,586) (2,16,05,840)


Tax rate (B) 34.608%34.608%

Tax expense (A*B) 15,64,28,378 24,32,77,105

Add: Tax effect of expenses that are not deductible for tax purposes: CSR Expenses 17,97,89528,27,020



Less: Tax effect of Income exempt from tax: Dividend Income (16,439) 19,034




Tax expense recognised in profit and loss 17,35,96,237 25,42,18,195

Deferred taxes expenses recognised in OCI (83,48,391) (76,24,627)


(# Tax rate for F.Y. 2018–19 has been changed from 34.608% to 34.944% due to increase in Cess from 3% to 4% which has been applied for calculation of deferred tax.)


Balance sheet Statement of profit and loss / other comprehensive income


2016-17 2017-18

` `` `





(iv) Friendly departure scheme 46,28,542 (16,33,285)36,08,987 (10,19,555)

Total (A) 10,41,07,659 1,23,26,768 11,46,97,225 1,05,89,566



Total (B) 22,98,35,884 68,56,881 23,80,56,221 82,20,337

Deferred Tax liability (B–A) 12,57,28,225 (54,69,887) 12,33,58,996 (23,69,229)


## The total deferred tax expense recognised in other comprehensive income is ` 1,33,51,940/- (Previous year: ` 83,48,391/-)


Particulars As at As at 31.03.2017 31.03.2018 ``


Add: Deferred tax expense / (income) recognized in statement of profit and loss (54,69,887) (23,69,229)


111


110

1. Within the next 12 months (next annual reporting period) 40,00,260 31,92,000 43,53,980 22,56,150



33 INCOME TAXES




Less: (Profit) on sale of investment (not taxable as there is a capital loss) (8,67,60,329) —

Less: (Profit) / loss of associate company 1,46,72,960 (8,31,53,842)

Less: Profit for subsidiary (There is no tax liability in case of subsidiary company) (6,74,93,056) —



III. Recognised in other comprehensive income for the year

1. Actuarial (gain)/ loss due to DBO experience 1,05,57,320 38,22,160 (36,64,280) (73,79,520)



IV. Assumptions

a. Discount rate (per annum) at the beginning of the year 8.00% 8.00% 7.00% 7.00%

b. Discount rate (per annum) at the end of the year 7.00% 7.00% 7.50% 7.50%


c. Medical costs inflation rate 4.00% — 4.00% —

d. Average Medical Cost (Rs./person) 1,600 — 1,660 —




(ii) One percentage point decrease in discount rate 95,81,620 49,04,530 77,18,040 38,54,130






Less: Expenses recognised in other comprehensive income (3,27,42,586) (2,16,05,840)


Tax rate (B) 34.608%34.608%

Tax expense (A*B) 15,64,28,378 24,32,77,105

Add: Tax effect of expenses that are not deductible for tax purposes: CSR Expenses 17,97,89528,27,020



Less: Tax effect of Income exempt from tax: Dividend Income (16,439) 19,034




Tax expense recognised in profit and loss 17,35,96,237 25,42,18,195

Deferred taxes expenses recognised in OCI (83,48,391) (76,24,627)


(# Tax rate for F.Y. 2018–19 has been changed from 34.608% to 34.944% due to increase in Cess from 3% to 4% which has been applied for calculation of deferred tax.)


Balance sheet Statement of profit and loss / other comprehensive income


2016-17 2017-18

` `` `





(iv) Friendly departure scheme 46,28,542 (16,33,285)36,08,987 (10,19,555)

Total (A) 10,41,07,659 1,23,26,768 11,46,97,225 1,05,89,566



Total (B) 22,98,35,884 68,56,881 23,80,56,221 82,20,337

Deferred Tax liability (B–A) 12,57,28,225 (54,69,887) 12,33,58,996 (23,69,229)


## The total deferred tax expense recognised in other comprehensive income is ` 1,33,51,940/- (Previous year: ` 83,48,391/-)


Particulars As at As at 31.03.2017 31.03.2018 ``


Add: Deferred tax expense / (income) recognized in statement of profit and loss (54,69,887) (23,69,229)


113


112



The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognized, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 24(j) to the financial statements




` ` ` ` `

As at 31.03.2018

Financial assets


Investments 14,60,60,575 94,30,500 — 15,54,91,075 15,54,91,075

Cash and bank 3,59,77,441 — — 3,59,77,441 3,59,77,441

Loans 6,15,48,786 — — 6,15,48,786 6,15,48,786


Total 234,56,46,122 94,30,500 13,03,453 235,63,80,075 235,63,80,075


Borrowings 162,63,53,706 — — 162,63,53,706 162,63,53,706

Trade payables 194,51,14,185 — 194,51,14,185 194,51,14,185


Total 357,21,37,200 — — 357,21,37,200 357,21,37,200

As at 31.03.2017

Financial assets


Investments 14,60,60,575 72,00,000 — 15,32,60,575 15,32,60,575

Cash and bank 4,25,50,888 — — 4,25,50,888 4,25,50,888

Loans 6,30,33,928 — — 6,30,33,928 6,30,33,928


Total 310,70,98,559 72,00,000 — 311,42,98,559 311,42,98,559


Borrowings 208,92,60,236 — — 208,92,60,236 208,92,60,236

Trade payables 138,46,58,754 — 99,18,786 139,45,77,540 139,45,77,540


Total 354,53,97,601 — 99,18,786 355,53,16,387 355,53,16,387







` ` ` `

As at 31.03.2018

Financial assets



As at 31.03.2017

Financial assets






Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables, payables , loans and borrowings.


Interest rate risk

The Company exposure to interest rate risk is minimal as the Company does not have any significant interest earning asset or interest bearing liability. As such, the Company is not exposed to significant interest rate risk as at the reporting date.




Liquidity Risk


113


112



The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognized, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 24(j) to the financial statements




` ` ` ` `

As at 31.03.2018

Financial assets


Investments 14,60,60,575 94,30,500 — 15,54,91,075 15,54,91,075

Cash and bank 3,59,77,441 — — 3,59,77,441 3,59,77,441

Loans 6,15,48,786 — — 6,15,48,786 6,15,48,786


Total 234,56,46,122 94,30,500 13,03,453 235,63,80,075 235,63,80,075


Borrowings 162,63,53,706 — — 162,63,53,706 162,63,53,706

Trade payables 194,51,14,185 — 194,51,14,185 194,51,14,185


Total 357,21,37,200 — — 357,21,37,200 357,21,37,200

As at 31.03.2017

Financial assets


Investments 14,60,60,575 72,00,000 — 15,32,60,575 15,32,60,575

Cash and bank 4,25,50,888 — — 4,25,50,888 4,25,50,888

Loans 6,30,33,928 — — 6,30,33,928 6,30,33,928


Total 310,70,98,559 72,00,000 — 311,42,98,559 311,42,98,559


Borrowings 208,92,60,236 — — 208,92,60,236 208,92,60,236

Trade payables 138,46,58,754 — 99,18,786 139,45,77,540 139,45,77,540


Total 354,53,97,601 — 99,18,786 355,53,16,387 355,53,16,387







` ` ` `

As at 31.03.2018

Financial assets



As at 31.03.2017

Financial assets






Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables, payables , loans and borrowings.


Interest rate risk

The Company exposure to interest rate risk is minimal as the Company does not have any significant interest earning asset or interest bearing liability. As such, the Company is not exposed to significant interest rate risk as at the reporting date.




Liquidity Risk


115


114

Credit Risk







Other Assets 98,36,144 1,02,31,067 — — 1,68,58,200 3,69,25,411


Trade Payables (29,65,94,891) (2,56,36,635) (3,32,34,957) (9,98,040) (3,04,14,313) (38,68,78,836)



Net Exposure (29,31,23,157) (7,70,34,206) (3,32,34,957) (19,08,268) 1,06,00,839 (39,46,99,749)



Other Assets 13,06,538 32,27,835 — — 1,68,78,779 2,14,13,152


Trade Payables (18,88,97,963) (2,24,10,727) (8,02,96,336) (9,91,965) (3,02,81,759) (32,28,78,750)



Net Exposure 26,21,57,298 2,07,91,520 (8,02,96,336) 1,13,17,413 (1,34,02,980) 20,05,66,914


Particulars 2016–2017 2017–2018


USD 26,21,573 (26,21,573) (29,31,232) 29,31,232

EUR 2,07,915 (2,07,915) (7,70,342) 7,70,342

JPY (8,02,963) 8,02,963 (3,32,350) 3,32,350

GBP 1,13,174 (1,13,174) (19,083) 19,083

Others (1,34,030) 1,34,030 1,06,008 (1,06,008)

Increase / (decrease) in profit 20,05,669 (20,05,669) (39,46,997) 39,46,997



Sl Name Country of % of Equity Interest No. Incorporation
























(i) Directors


Mr. P. B.Panda (Managing Director)

Mr. V. S. N. Murty

Mr. Sudhansu Pathak

Sunanda Lahiri


Mr. Kotaro Kuroda

Mr. Hiroshi Odawara





Mr. Junichi Sakane

Mr. A. K. Rath

Mr. H. P. Singh

115


114

Credit Risk







Other Assets 98,36,144 1,02,31,067 — — 1,68,58,200 3,69,25,411


Trade Payables (29,65,94,891) (2,56,36,635) (3,32,34,957) (9,98,040) (3,04,14,313) (38,68,78,836)



Net Exposure (29,31,23,157) (7,70,34,206) (3,32,34,957) (19,08,268) 1,06,00,839 (39,46,99,749)



Other Assets 13,06,538 32,27,835 — — 1,68,78,779 2,14,13,152


Trade Payables (18,88,97,963) (2,24,10,727) (8,02,96,336) (9,91,965) (3,02,81,759) (32,28,78,750)



Net Exposure 26,21,57,298 2,07,91,520 (8,02,96,336) 1,13,17,413 (1,34,02,980) 20,05,66,914


Particulars 2016–2017 2017–2018


USD 26,21,573 (26,21,573) (29,31,232) 29,31,232

EUR 2,07,915 (2,07,915) (7,70,342) 7,70,342

JPY (8,02,963) 8,02,963 (3,32,350) 3,32,350

GBP 1,13,174 (1,13,174) (19,083) 19,083

Others (1,34,030) 1,34,030 1,06,008 (1,06,008)

Increase / (decrease) in profit 20,05,669 (20,05,669) (39,46,997) 39,46,997



Sl Name Country of % of Equity Interest No. Incorporation
























(i) Directors


Mr. P. B.Panda (Managing Director)

Mr. V. S. N. Murty

Mr. Sudhansu Pathak

Sunanda Lahiri


Mr. Kotaro Kuroda

Mr. Hiroshi Odawara





Mr. Junichi Sakane

Mr. A. K. Rath

Mr. H. P. Singh

117


116










Note:

The list contains those related parties with whom the Company has transactions during the current or previous year.






19,00,84,382 26,21,91,092 1,26,86,262 14,15,07,532


1,30,49,607 3,79,64,686 44,46,256 231,96,08,096


— — — 2,28,93,294

Royalty paid 5,10,67,165 — — —

4,16,57,922 — — —

Dividend paid 6,71,51,700 — — 3,50,52,243

2,13,18,000 — — 1,11,27,728


64,58,473 1,95,06,082 21,62,187 40,09,01,586

Advances given 1,10,928 — — 1,16,68,599

— — — 1,16,08,074

Creditors 12,78,77,423 2,84,77,580 — 8,63,988

8,55,57,878 66,23,128 — 10,57,604

Figures in italics represents comparative figures of the previous years.

(i) The details of remuneration paid to the manegerial personnel is provided in Note No: 21.



` 5,80,225/-).



Parent: TRL Krosaki Refractories Limited 94.97% 352,99,66,879 84.98% 47,03,38,134 100.00% (1,17,50,713) 84.65% 45,85,87,421

Associate (Foreign): TRL Krosaki Asia Pte. Ltd. 4.54% 16,86,40,800 13.53% 7,48,70,379 0.00% - 13.82% 7,48,70,379

Associate (Indian): Almora Magnesite Ltd 0.49% 1,83,62,802 1.50% 82,83,463 0.00% - 1.53% 82,83,463

Total 100.00% 371,69,70,481 100.00% 55,34,91,976 100.00% (1,17,50,713) 100.00% 54,17,41,263

Form AOC-I

(Pursuant to sub-section (3) of section 129 of the Companies Act, 2013, related to associate and joint ventures)

Part “A”: Subsidiaries NA

Part “B”: Associates

Name of Associates TRL Krosaki Asia Pte Ltd Almora Magnesite Limited

1. Latest audited Balance Sheet Date 31st March, 2018 31st March, 2017

2. Date on which the associate was associated or acquired 5th December, 2016 30th March, 1973

3. Reporting Currency CNY INR

4. Share of Associate by the Company on the year end :

Number 48,07,584 77990

Amount of Investment ( ) 13,82,61,575 77,99,000 `

Extent of Holding (in percentage) 37% 38.995%

5. Description of how there is significant influence Controls more than 20% of Controls more than 20% of the total share capital the total share capital

6. Reason why the associate is not consolidated NA NA

7. Networth attribute to share holding as per latest audited Balance Sheet ( ) 25,27,16,834 1,97,18,062 `

8. Profit or Loss for the year :

i) Considered in Consolidation ( ) 7,48,70,379 82,83,463 `

ii) Not Considered in Consolidation ( ) — —`

Names of Associates or Joint Ventures which are yet to commence Operations : NIL

Names of Associates or Joint Ventures which have been liquidated or sold during the year : NIL

37 Additional Information as per Part II of Schedule III, Companies Act, 2013

Name of the Entity Net Assets Share in profit or loss Share in other Share in total comprehensive income comprehensive income

As % of Amount As % of Amount As % of Amount As % of Amount consolidated consolidated consolidated total ` ` ` ` net assets profit and loss comprehensive comprehensive income income

117


116










Note:

The list contains those related parties with whom the Company has transactions during the current or previous year.






19,00,84,382 26,21,91,092 1,26,86,262 14,15,07,532


1,30,49,607 3,79,64,686 44,46,256 231,96,08,096


— — — 2,28,93,294

Royalty paid 5,10,67,165 — — —

4,16,57,922 — — —

Dividend paid 6,71,51,700 — — 3,50,52,243

2,13,18,000 — — 1,11,27,728


64,58,473 1,95,06,082 21,62,187 40,09,01,586

Advances given 1,10,928 — — 1,16,68,599

— — — 1,16,08,074

Creditors 12,78,77,423 2,84,77,580 — 8,63,988

8,55,57,878 66,23,128 — 10,57,604

Figures in italics represents comparative figures of the previous years.

(i) The details of remuneration paid to the manegerial personnel is provided in Note No: 21.



` 5,80,225/-).



Parent: TRL Krosaki Refractories Limited 94.97% 352,99,66,879 84.98% 47,03,38,134 100.00% (1,17,50,713) 84.65% 45,85,87,421

Associate (Foreign): TRL Krosaki Asia Pte. Ltd. 4.54% 16,86,40,800 13.53% 7,48,70,379 0.00% - 13.82% 7,48,70,379

Associate (Indian): Almora Magnesite Ltd 0.49% 1,83,62,802 1.50% 82,83,463 0.00% - 1.53% 82,83,463

Total 100.00% 371,69,70,481 100.00% 55,34,91,976 100.00% (1,17,50,713) 100.00% 54,17,41,263

Form AOC-I

(Pursuant to sub-section (3) of section 129 of the Companies Act, 2013, related to associate and joint ventures)

Part “A”: Subsidiaries NA

Part “B”: Associates

Name of Associates TRL Krosaki Asia Pte Ltd Almora Magnesite Limited

1. Latest audited Balance Sheet Date 31st March, 2018 31st March, 2017

2. Date on which the associate was associated or acquired 5th December, 2016 30th March, 1973

3. Reporting Currency CNY INR

4. Share of Associate by the Company on the year end :

Number 48,07,584 77990

Amount of Investment ( ) 13,82,61,575 77,99,000 `

Extent of Holding (in percentage) 37% 38.995%

5. Description of how there is significant influence Controls more than 20% of Controls more than 20% of the total share capital the total share capital

6. Reason why the associate is not consolidated NA NA

7. Networth attribute to share holding as per latest audited Balance Sheet ( ) 25,27,16,834 1,97,18,062 `

8. Profit or Loss for the year :

i) Considered in Consolidation ( ) 7,48,70,379 82,83,463 `

ii) Not Considered in Consolidation ( ) — —`

Names of Associates or Joint Ventures which are yet to commence Operations : NIL

Names of Associates or Joint Ventures which have been liquidated or sold during the year : NIL

37 Additional Information as per Part II of Schedule III, Companies Act, 2013

Name of the Entity Net Assets Share in profit or loss Share in other Share in total comprehensive income comprehensive income

As % of Amount As % of Amount As % of Amount As % of Amount consolidated consolidated consolidated total ` ` ` ` net assets profit and loss comprehensive comprehensive income income

119


118







d) Nominal Value per share ` 10.0010.00


Figures in respect of the previous year have been recast to correspond to groupings of the current year. 39





TRLTRL KROSAKI REFRACTORIES LIMITED

Route Map to the AGM Venue

119


118







d) Nominal Value per share ` 10.0010.00


Figures in respect of the previous year have been recast to correspond to groupings of the current year. 39





TRLTRL KROSAKI REFRACTORIES LIMITED

Route Map to the AGM Venue

120

TRLTRL Krosaki Refractories Limited

Registered Office: Belpahar, Dist.: Jharsuguda, Odisha- 768218.Tel.: +91 6645 258389/258391/258396 Corporate Identification No. :(CIN) - U26921OR1958PLC000349

Website: www.trlkrosaki.com , Email: [email protected]

Attendance Slip (To be presented at the entrance)

59th ANNUAL GENERAL MEETING ON TUESDAY, 18TH SEPTEMBER, 2018 AT 12:00 NOON ISTAt Registered Office: Belpahar, Dist.: Jharsuguda, Odisha- 768218.

Folio No. _______________________________ DP ID No. ___________________ Client ID No. ________________________

Name of the Member: _________________________________________________ Signature: __________________________

Name of the Proxyholder: ______________________________________________ Signature: __________________________

I hereby record my presence at the 59th Annual General Meeting of the Company held on Tuesday, 18th September, 2018 at 12.00 NOON IST at Registered Office P.O. Belpahar, Dist.: Jharsuguda, Odisha-768218.

1. Only Members/Proxyholder can attend the Meeting.

2. Member/Proxyholder should bring his/her copy of the annual report for reference at the meeting.

TRL Krosaki Refractories LimitedRegistered Office: Belpahar, Dist.: Jharsuguda, Odisha- 768218.

Tel.: +91 6645 258389/258391/258396 Corporate Identification No. :(CIN) - U26921OR1958PLC000349Website: www.trlkrosaki.com , Email: [email protected]

Proxy Form

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Member(s): __________________________________________________________________________________

Registered Address: _____________________________________________________________________________________

E-mail Id: ______________________________________________________________________________________________

Folio No. /Client ID No. ___________________________________ DP ID No. ____________________________________

I/We, being the member(s) of ________________________ Equity Shares of TRL Krosaki Refractories Limited, hereby appoint

1. Name: _____________________________________________ E-mail Id: ____________________________________

Address: ___________________________________________

___________________________________________________ Signature: _________________________ or failing him

2. Name: _____________________________________________ E-mail Id: ____________________________________

Address: ___________________________________________


3. Name: ____________________________________________ E-mail Id: ____________________________________

Address: ___________________________________________

__________________________________________________ Signature: ____________________________________

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 59th Annual General Meeting of the Company to be held on Tuesday, 18th September, 2018 at 12.00 NOON IST at Registered Office P.O. Belpahar, Dist.: Jharsuguda, Odisha-768218 and at any adjournment thereof in respect of such resolutions as are indicated overleaf:

TRL


120

TRLTRL Krosaki Refractories Limited

Registered Office: Belpahar, Dist.: Jharsuguda, Odisha- 768218.Tel.: +91 6645 258389/258391/258396 Corporate Identification No. :(CIN) - U26921OR1958PLC000349

Website: www.trlkrosaki.com , Email: [email protected]

Attendance Slip (To be presented at the entrance)

59th ANNUAL GENERAL MEETING ON TUESDAY, 18TH SEPTEMBER, 2018 AT 12:00 NOON ISTAt Registered Office: Belpahar, Dist.: Jharsuguda, Odisha- 768218.

Folio No. _______________________________ DP ID No. ___________________ Client ID No. ________________________

Name of the Member: _________________________________________________ Signature: __________________________

Name of the Proxyholder: ______________________________________________ Signature: __________________________

I hereby record my presence at the 59th Annual General Meeting of the Company held on Tuesday, 18th September, 2018 at 12.00 NOON IST at Registered Office P.O. Belpahar, Dist.: Jharsuguda, Odisha-768218.

1. Only Members/Proxyholder can attend the Meeting.

2. Member/Proxyholder should bring his/her copy of the annual report for reference at the meeting.

TRL Krosaki Refractories LimitedRegistered Office: Belpahar, Dist.: Jharsuguda, Odisha- 768218.

Tel.: +91 6645 258389/258391/258396 Corporate Identification No. :(CIN) - U26921OR1958PLC000349Website: www.trlkrosaki.com , Email: [email protected]

Proxy Form

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Member(s): __________________________________________________________________________________

Registered Address: _____________________________________________________________________________________

E-mail Id: ______________________________________________________________________________________________

Folio No. /Client ID No. ___________________________________ DP ID No. ____________________________________

I/We, being the member(s) of ________________________ Equity Shares of TRL Krosaki Refractories Limited, hereby appoint

1. Name: _____________________________________________ E-mail Id: ____________________________________

Address: ___________________________________________


2. Name: _____________________________________________ E-mail Id: ____________________________________

Address: ___________________________________________


3. Name: ____________________________________________ E-mail Id: ____________________________________

Address: ___________________________________________

__________________________________________________ Signature: ____________________________________

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 59th Annual General Meeting of the Company to be held on Tuesday, 18th September, 2018 at 12.00 NOON IST at Registered Office P.O. Belpahar, Dist.: Jharsuguda, Odisha-768218 and at any adjournment thereof in respect of such resolutions as are indicated overleaf:

TRL


**I wish the above proxy to vote in the manner as indicated in the box below:

Resolution Resolution For Against No.

Ordinary Business

1 Consider and adopt the Audited Standalone Financial Statement for the financial year ended 31 March, 2018 and the Reports of the Board of Directors and Auditors thereon.

2 Consider and adopt the Audited Consolidated Financial Statement for the financial year ended 31 March, 2018 and the Reports of the Auditors thereon.

3 Declaration of dividend on Ordinary (equity) Shares for Financial Year 2017-18.

4 Appointment of Director in place of Mr. Toshikazu Takasu (DIN: 07119176), who retires by rotation and being eligible, seeks re-appointment.

5 Appointment of Director in place of Mr. Sadayoshi Tateishi (DIN: 03119411), who retires by rotation and being eligible, seeks re-appointment.

6 Appointment of Director in place of Mr. V. S. N. Murty (DIN: 00092348), who retires by rotation and being eligible, seeks re-appointment.

7 Appointment of Director in place of Mr. Kotaro Kuroda (DIN: 03140089), who retires by rotation and being eligible, seeks re-appointment.

Special Business

8. Re-Appointment of Mr. P. B. Panda (DIN: 07048273) as Managing Director of the Company.

9. Appointment of Mr. Hisatake Okumura (DIN: 05130777) as a Director of the Company.

10. Appointment of Mr. Takeshi Yoshida (DIN: 03514462) as a Director of the Company.

11. Ratification of Cost Autitors' Remunerations for Financial year 2017-18.

AFFIX RevenueStamp of

I/We request you to record the following information against my/our Folio No.:

General Information:

Folio No.:

Name of the first named Shareholder:

PAN:*

CIN/Registration No.:*(applicable to Corporate Shareholders)

Tel. No. with STD Code:

Mobile No.:

E-mail id:

*Self-attested copy of the document(s) enclosed.

Bank Details:

IFSC:(11 digit)

Bank A/c Type:

Bank A/c No.: *

Name of the Bank:

Bank Branch Address:

*A blank cancelled cheque is enclosed to enable verification of bank details.

I/We hereby declare that the particulars given above are correct and complete. If the transaction is delayed because of incomplete or incorrect information, I/We would not hold the Company responsible. I/We undertake to inform any subsequent changes in the above particulars as and when the changes take place. I/We understand that the above details shall be maintained till I/We hold the securities under the above mentioned Folio Number.

Place:

Date:

_________________________

Signature of Sole/First holder

To,

TRL Krosaki Refractories Limited

Registered Office :P.O. Belpahar, Dist. Jharsuguda-768218Odisha

Updation of Shareholders Information

Signed this _____________________day of ___________________2018

Signature of Shareholder _________________________________Signature of Proxyholder(s)____________________________

Notes:

1. This form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company P.O. Belpahar, Dist.: Jharsuguda, Odisha-768218 not less than 48 hours before the commencement of the Meeting.

**2. This is only optional, please put a ‘3’ in the appropriate column against the resolution indicated in the Box. If you leave the ‘For ’ or ‘Against’ column blank against any or all the resolutions, your proxy will be entitled to vote in the manner as he/she thinks appropriate.

3. Appointing proxy does not prevent a member from attending in person if he/she so wishes.

4. In case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated .

**I wish the above proxy to vote in the manner as indicated in the box below:

Resolution Resolution For Against No.

Ordinary Business

1 Consider and adopt the Audited Standalone Financial Statement for the financial year ended 31 March, 2018 and the Reports of the Board of Directors and Auditors thereon.

2 Consider and adopt the Audited Consolidated Financial Statement for the financial year ended 31 March, 2018 and the Reports of the Auditors thereon.

3 Declaration of dividend on Ordinary (equity) Shares for Financial Year 2017-18.

4 Appointment of Director in place of Mr. Toshikazu Takasu (DIN: 07119176), who retires by rotation and being eligible, seeks re-appointment.

5 Appointment of Director in place of Mr. Sadayoshi Tateishi (DIN: 03119411), who retires by rotation and being eligible, seeks re-appointment.

6 Appointment of Director in place of Mr. V. S. N. Murty (DIN: 00092348), who retires by rotation and being eligible, seeks re-appointment.

7 Appointment of Director in place of Mr. Kotaro Kuroda (DIN: 03140089), who retires by rotation and being eligible, seeks re-appointment.

Special Business

8. Re-Appointment of Mr. P. B. Panda (DIN: 07048273) as Managing Director of the Company.

9. Appointment of Mr. Hisatake Okumura (DIN: 05130777) as a Director of the Company.

10. Appointment of Mr. Takeshi Yoshida (DIN: 03514462) as a Director of the Company.

11. Ratification of Cost Autitors' Remunerations for Financial year 2017-18.

AFFIX RevenueStamp of

I/We request you to record the following information against my/our Folio No.:


Folio No.:


PAN:*



Mobile No.:

E-mail id:


Bank Details:

IFSC:(11 digit)

Bank A/c Type:

Bank A/c No.: *

Name of the Bank:



I/We hereby declare that the particulars given above are correct and complete. If the transaction is delayed because of incomplete or incorrect information, I/We would not hold the Company responsible. I/We undertake to inform any subsequent changes in the above particulars as and when the changes take place. I/We understand that the above details shall be maintained till I/We hold the securities under the above mentioned Folio Number.

Place:

Date:

_________________________


To,

TRL Krosaki Refractories Limited

Registered Office :P.O. Belpahar, Dist. Jharsuguda-768218Odisha


Signed this _____________________day of ___________________2018

Signature of Shareholder _________________________________Signature of Proxyholder(s)____________________________

Notes:

1. This form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company P.O. Belpahar, Dist.: Jharsuguda, Odisha-768218 not less than 48 hours before the commencement of the Meeting.

**2. This is only optional, please put a ‘3’ in the appropriate column against the resolution indicated in the Box. If you leave the ‘For ’ or ‘Against’ column blank against any or all the resolutions, your proxy will be entitled to vote in the manner as he/she thinks appropriate.

3. Appointing proxy does not prevent a member from attending in person if he/she so wishes.

4. In case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated .

To,

Depository Participant


I/We request you to record the following information against my/our Folio No./DP ID/Client ID:


Folio No. / DP Id / Client Id :


PAN:*



Mobile No.:

E-mail id:


Bank Details:

IFSC:(11 digit)

Bank A/c Type:

Bank A/c No.: *

Name of the Bank:



I/We hereby declare that the particulars given above are correct and complete. If the transaction is delayed because of incomplete or incorrect information, I/We would not hold the Company/RTA responsible. I/We undertake to inform any subsequent changes in the above particulars as and when the changes take place. I/We understand that the above details shall be maintained till I/We hold the securities under the above mentioned Folio No.

Place:

Date:

_________________________


Note : Shareholders holding shares in physical mode and having Folio No(s) should provide the above information to TRL Krosaki Refractories Ltd. Shareholders holding Demat shares are required to update their details with the Depositary Participant.

To,

Depository Participant


I/We request you to record the following information against my/our Folio No./DP ID/Client ID:


Folio No. / DP Id / Client Id :


PAN:*



Mobile No.:

E-mail id:


Bank Details:

IFSC:(11 digit)

Bank A/c Type:

Bank A/c No.: *

Name of the Bank:



I/We hereby declare that the particulars given above are correct and complete. If the transaction is delayed because of incomplete or incorrect information, I/We would not hold the Company/RTA responsible. I/We undertake to inform any subsequent changes in the above particulars as and when the changes take place. I/We understand that the above details shall be maintained till I/We hold the securities under the above mentioned Folio No.

Place:

Date:

_________________________


Note : Shareholders holding shares in physical mode and having Folio No(s) should provide the above information to TRL Krosaki Refractories Ltd. Shareholders holding Demat shares are required to update their details with the Depositary Participant.


TRL REFRACTORIES LIMITED

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