To the Members,
The Board of Directors hereby present the 62nd Annual Report
of TRF Limited (‘TRF? or ‘Company?), along with the
summary of standalone and consolidated financial statements for the Financial Year ended
March 31,2025.
1. Financial Results
| Particulars |
TRF (Standalone) |
TRF (Consolidated) |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from operations |
12,073.48 |
13,995.92 |
12,073.48 |
13,995.92 |
| Other income |
1,467.25 |
2,032.08 |
1,805.38 |
2,209.48 |
| Total income from operations |
13,540.73 |
16,028.00 |
13,878.86 |
16,205.40 |
| Total expenses excluding finance costs & depreciation |
9,120.47 |
10,490.04 |
9,127.86 |
10,429.43 |
| Profit/(loss) from operations before finance costs,
depreciation and exceptional items |
4,420.26 |
5,537.96 |
4,751.00 |
5,775.97 |
| Finance cost |
1,405.45 |
1,384.95 |
1,405.75 |
1,385.59 |
| Depreciation |
252.11 |
223.57 |
252.11 |
223.57 |
| Profit/(loss) before exceptional items and tax |
2,762.70 |
3,929.44 |
3,093.14 |
4,166.81 |
| Exceptional items |
- |
730.23 |
- |
- |
| Profit/(loss) before tax |
2,762.70 |
4,659.67 |
3,093.14 |
4,166.81 |
| Tax expense |
- |
- |
513.95 |
208.39 |
| Net profit/(loss) after tax from continuing operations |
2,762.70 |
4,659.67 |
2,579.19 |
3,958.42 |
| Profit/(loss) after tax from discontinuing operation |
- |
- |
- |
(498.01) |
| Profit/(loss) after tax for the Year |
2,762.70 |
4,659.67 |
2,579.19 |
3,460.41 |
| Other comprehensive income |
20.23 |
(250.72) |
222.05 |
747.56 |
| Total comprehensive income |
2,782.93 |
4,408.95 |
2,801.24 |
4,207.97 |
2. Dividend
In view of accumulated losses during the previous years, the Board of
Directors (‘Board') did not recommend any dividend to the shareholders of the
Company. However, the Board remains committed to creating value for the shareholders of
the Company.
3. Transfer to Reserves
In view of the accumulated losses incurred by the Company, the Board of
Directors have decided to retain the entire amount of profit for FY 2024-25, in the
statement of profit and loss.
4. Capex and Liquidity
During FY 2024-25, the Company incurred a capital expenditure of
'307.33 lakh towards office equipment and plant & equipment, which has been funded
through internal accruals.
The Company's liquidity position is '654.50 lakh as on March 31,2025.
5. Change in Share Capital
During the year under review, there was no change in the authorized
share capital of the Company, which was '5,50,00,00,000/- (Rupees Five Hundred Fifty
crore) comprising '30,00,00,000/- (Rupees Thirty crore) equity share capital and
'5,20,00,00,000/- (Rupees Five Hundred Twenty crore) preference share capital.
The Company in FY 2018-19, had issued 25,00,00,000 (Twenty-Five crore)
unlisted 12.50% Non-Cumulative, Non-Convertible, Non-Participating, Redeemable Preference
Shares (‘NCRPS?) of '10/- (Rupees Ten) each amounting to
'2,50,00,00,000/- (Rupees Two Hundred Fifty crore). Further, in FY 2022-23, the Company
had issued
23.90.00. 000 (Twenty Three crore Ninety lakh) unlisted 12.17% NCRPS of
'10/- (Rupees Ten) each amounting to
2.39.00. 00.000/- (Two Hundred Thirty-Nine crore) in two tranches and
2,50,00,000 (Two crore Fifty lakh) 11.25% unlisted Non-Cumulative, Optionally Convertible,
Non-Participating Redeemable Preference Shares (‘OCRPS?) of '10/- (Rupees
Ten) each, amounting to '25,00,00,000/- (Rupees Twenty Five crore) on private placement
basis to Tata Steel Limited (‘Tata Steel?).
The Company in accordance with Section 55(3) of the Companies Act,
2013, and pursuant to the Order dated June 26, 2024 of Hon'ble National Company Law
Tribunal (‘NCLT?), Kolkata Bench, have issued and allotted
2.50.00. 000 (Two crore Fifty lakh) 11.25% NCRPS of '10/- (Rupees Ten)
each, amounting to '25,00,00,000/- (Rupees Twenty Five crore) in lieu of redemption of the
existing OCRPS to Tata Steel.
Except as mentioned above, the Company has not issued any other shares
or instruments convertible into equity shares of the Company or with differential voting
rights.
6. Management Discussion and Analysis
The Management Discussion and Analysis as required in terms of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time (‘SEBI Listing Regulations?),
forms part of this Report and is annexed as Annexure - 1 to this Report.
7. State of affairs and financial performance Health and Safety
TRF is committed to zero harm at the workplace, and the community at
large. The Company's safety management system framework and robust governance structure
reviewed and are overseen by the Senior Management, working in tandem with the Apex Safety
Committee, led by the Managing Director. Key safety initiatives include building safety
leadership capability at all levels, leveraging digital tools and technology,
strengthening deployment of contractor safety management standards, improving competency
and capability for hazard identification and risk management, improving road safety across
the Company, excellence in process safety management, establishing industrial hygiene, and
improving occupational health.
Emphasis is being laid down on safety trainings, mass campaigns,
popularizing of safety procedures and implementation of robust systems.
The Company continues to adopt a proactive stance on ensuring safety
against potential personnel and operational risks and has implemented protocols and
frameworks designed to preempt incidents that could lead to safety hazards.
The Company continues to proactively take several initiatives to
improve safety of its employees and business partners through various efforts which
includes Safety Induction Training, Contractor Safety Management System (‘CSMS?),
Medical Exams, Eye Check-ups, and Vertigo Tests. Periodic competency-based audits are
conducted to identify and address prospective improvement areas.
In FY 2024-25, the company maintained zero fatalities and recorded one
Loss Time Injury (‘LTI?).
Operational and Financial performance
Human Resource (‘HR?) development, employee motivation
and engagement continue to be key focus areas for the Company. Key interventions and
initiatives undertaken to improve and strengthen our HR related processes and systems, inter-alia,
included, reviewing of skill and competency of manufacturing workforce in line with the
requirement of future business, gaps identified for training & development and
capability building program for development of critical skills initiated in collaboration
with JN TATA Vocational Training Institute (‘JNTVTI?) and Tata Steel
Limited (‘Tata Steel?). Online Contract Labour Management System (‘CLMS?)
has been implemented, to strengthen governance and compliance.
During FY 2024-25, a total of 2,119 Metric Tonne (‘MT) of
finished goods were manufactured for Tata Steel. The Company was able to sustain the
average throughput performance of 176 MT during FY 2024-25.
Some of the noteworthy accomplishments in FY 2024-25 includes, design,
engineering, manufacturing and supervising in installation of side arm charger machine for
Tata Steel's Hooghly Met Coke Division in Haldia.
The Company has produced 10T x 9M span gantry crane for Tata Steel,
Kalinganagar. The Company restarted the production of pulleys following the successful
reintroduction of idlers.
Despite encountering various challenges, our team has demonstrated
resilience and determination, driving substantial progress on several key external
projects. Notably, significant milestones have been achieved on major initiatives
including Vizag Steel Plant (‘VSP?), National Thermal Power Corporation
Limited (‘NTPC?) at Barh, Bharat Heavy Electricals Limited (‘BHEL?)
at Wanakbori and Bhadradri. These advancements underscore our commitment to delivering
results and navigating complexities, ultimately propelling us closer to project
completion. Our focus remains on sustaining momentum and overcoming obstacles to ensure
successful project outcomes.
During FY 2024-25, the Company through concerted and vigorous efforts,
has been able to collect over '231 crore from its customers and reduced material inventory
held up for long, by over 20%.
On a standalone basis, the total income from operations of your Company
during FY 2024-25 was '135.41 crore (previous year was '160.28 crore). Profit before tax
for the year was '27.63 crore (previous year profit before tax was '46.60 crore).
On a consolidated basis, the total income from operations of your
Company during the year stood at '138.79 crore (previous year was '162.05 crore), whereas
the profit before tax for the year was '30.93 crore (previous year profit before tax was
'41.67 crore). The total comprehensive profit for the year was '28.01 crore (previous year
total comprehensive profit was '42.08 crore).
8. Subsidiaries, Joint Ventures and Associates
The Company has two wholly-owned foreign subsidiaries i.e. TRF
Singapore Pte. Limited and TRF Holdings Pte. Limited as on March 31,2025.
During the year under review, the Board of Directors noted the affairs
of material subsidiaries. There has been no material change in the nature of the business
of the subsidiaries.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
(‘Act?), the Company has prepared consolidated financial statements of
the Company and its subsidiaries, which form part of this Annual Report. Further, the
report on the performance and financial position of each subsidiary of the Company along
with a statement containing the salient features of its Financial Statements in the
prescribed Form AOC-1 is annexed to this Report as Annexure - 2.
Pursuant to the provisions of Section 136 of the Act and the amendments
thereto, read with the SEBI Listing Regulations, the audited financial statements of the
Company, including consolidated financial statements and related information of the
Company and financial statements of the subsidiary companies, are available on the website
of the Company at
https://trf.co.in/investors-relations/financial-statement-of-subsidiaries/
The Company does not have any joint venture or associate company as on
March 31,2025.
9. Credit Rating
The Company voluntarily withdrew its credit ratings, for its bank
facilities availed from various banks, from Credit Analysis and Research Limited (‘CARE
Ratings?) during the year after receiving ‘No Objection Certificates/ No
Dues Certificates'. A press release was issued in this regard on January 8, 2025, and the
same was also disclosed by the Company with the Stock Exchanges.
10. Material changes post closure of the Financial Year
There were no material changes and commitments, affecting the financial
position of the Company which have occurred between the end of the Financial Year to which
the financial statements relate i.e., March 31,2025, and the date of this Report.
11. Directors? Responsibility Statement
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work performed by the internal,
statutory, cost and secretarial auditors and external consultants, including the audit of
internal financial controls over financial reporting by the Statutory Auditor and the
reviews performed by Management and the relevant Board Committees, including Audit
Committee, the Board is of the opinion that the Company's internal financial controls were
adequate and effective during FY 2024-25.
Accordingly, pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of its knowledge and ability,
confirm that:
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed and that there were no material departures;
ii. it has selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
Financial Year and of the profit of the Company for that period;
iii. it has taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. it has prepared the annual accounts on a going concern basis;
v. it has laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively;
vi. it has devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were in place, are adequate and
operating effectively.
12. Directors
The year under review, saw the following changes to the Board of
Directors (‘Board?).
Inductions to the Board
Based on the recommendations of the Nomination and Remuneration
Committee (‘NRC?), and in terms of the
provisions of the Companies Act, 2013, the Board appointed,
• Ms. Samita Shah (DIN: 02350176) and Mr. Akshay Khullar (DIN:
10545101) as Additional Directors (Non-Executive, Non-Independent) of the Company
effective May 16, 2024, subject to the approval of the Shareholders of the Company. On
August 2, 2024, the Shareholders of the Company by way of an Ordinary Resolution passed at
the 61st Annual General Meeting (‘AGM?), regularised the
appointment of Ms. Shah and Mr. Khullar as Non-Executive Directors of the Company, liable
to retire by rotation. The rich experience of Ms. Samita Shah and Mr. Akshay Khullar will
strengthen the Board's collective vision, knowledge, capabilities and experience.
• Dr. Pingali Venugopal (DIN: 05166520) and Dr. Sougata Ray (DIN:
00134136) as Additional Directors (Non-Executive, Independent) of the Company, subject to
the approval of the Shareholders, not liable to retire by rotation and in accordance with
the provisions of Section 149 read with Schedule IV to the Act, and Regulation 16 of the
SEBI Listing Regulations, for a term of five (5) years commencing from June 14, 2024
through May 10, 2028 (i.e. up to attainment of 70 years of age as per Company's Governance
Guidelines) and June 14, 2024 through June 13, 2029, respectively. The Shareholders of the
Company approved the appointment of Dr. Venugopal and Dr. Ray as Independent Directors of
the Company by way of Special Resolution passed at the 61st AGM of the Company
held on August 2, 2024, for the abovementioned tenure.
Dr. Pingali Venugopal and Dr. Sougata Ray will strengthen the Board's
collective vision, knowledge, capabilities and experience.
• Mr. Sandeep Bhattacharya (DIN: 07071894) as an Additional
Director (Non-Executive, Non-Independent) of the Company, effective October 24, 2024. On
January 2, 2025, the Shareholders of the Company, by way of an Ordinary Resolution, passed
through postal ballot notice dated November 28, 2024, regularised the appointment of Mr.
Bhattacharya as a Non-Executive Director of the Company, liable to retire by rotation. Mr.
Sandeep Bhattacharya brings to the Board his extensive knowledge in the areas of finance
and treasury functions.
Re-appointment Director retiring by rotation
In terms of the provisions of the Companies Act, 2013, Ms. Samita Shah
(DIN: 02350176), Director of the Company, retires at the ensuing AGM and being eligible,
seeks re-appointment. The necessary resolution for re-appointment of Ms. Shah forms part
of the Notice convening the ensuing AGM.
The profile and particulars of experience, attributes and skills that
qualify Ms. Shah for Board membership is disclosed in the said Notice.
Cessations
During the year under review, the following Directors ceased to be the
Members of the Board:
• Mr. Avneesh Gupta (DIN: 07581149), ceased to be Non-Executive,
Non-Independent Director and Chairperson of the Board effective May 15, 2024.
• As per the terms of appointment, Mr. Ranaveer Sinha (DIN:
00103398), completed his second term as an Independent Director on July 8, 2024 (close of
business hours) and accordingly, ceased to be an Independent Director and Member of the
Board of Directors of the Company.
• Mr. Sanjib Nanda (DIN: 01045306), ceased to be Non-Executive,
Non-Independent Director of the Company effective September 1, 2024.
• As per the terms of appointment, Dr. Ansuman Das (DIN:
02845138), completed his term as an Independent Director on April 28, 2025 (close of
business hours) and accordingly, ceased to be an Independent Director and Member of the
Board of Directors of the Company.
The Board of Directors places on record its deep appreciation for the
wisdom, knowledge and guidance provided by the aforesaid Directors, during their
respective tenure as Members of the Board.
Election of Chairperson of the Board
Mr. Avneesh Gupta stepped down as a Director and Chairperson of the
Board, effective May 15, 2024 (close of business hours). Subsequently, Ms. Samita Shah was
elected as the Chairperson of the Board, effective May 16, 2024.
Independent Directors? Declaration
The Company has received the necessary declaration from each
Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b)
and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence
as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations.
In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent Directors of the Company and
the Board is satisfied of the integrity, expertise and experience (including proficiency
in terms of Section 150(1) of the Act, and applicable Rules thereunder) of all Independent
Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended, Independent
Directors of the Company have included their names in the data bank of Independent
Directors maintained with The Indian Institute of Corporate Affairs.
Key Managerial Personnel
Pursuant to the provision of Section 203 of the Act, the Key Managerial
Personnel (‘KMP?) of the Company as on March 31,2025, are as under:
| S.N. Name of the KMP |
Designation |
Date of Appointment |
| 1 Mr. Umesh Kumar Singh |
Managing Director |
October 1,2022 |
| 2 Mr. Anand Chand |
Chief Financial Officer |
November 16, 2021 |
| 3 Mr. Prasun Banerjee |
Company Secretary |
August 3, 2021 |
During the year under review, there has been no change in the KMPs of
the Company.
13. Meetings of the Board and Committees of the Board
The Board met five (5) times during the year under review. The
intervening gap between the meetings was within the period prescribed under the Act and
the SEBI Listing Regulations. The Committees of the Board usually meet the day before or
on the day of the Board meeting or whenever the need arises for transacting business.
Details of composition of the Board and its Committees as well as details of Board and
Committee meetings held during the year under review and Directors attending the same are
given in the Corporate Governance Report forming part of the Annual Report for FY 2024-25.
14. Selection of New Directors and Board Membership criteria
The Nomination and Remuneration Committee (‘NRC?)
works with the Board to determine the appropriate characteristics, skills and expertise
for the Board as a whole and its individual members with the objective of having a Board
with diverse backgrounds and expertise in business, finance, governance, and public
service. The NRC, basis such evaluation, determines the role and capabilities required for
appointment of Directors, including Independent Directors. Thereafter, the NRC recommends
to the Board the selection of new Directors.
Characteristics expected of all Directors includes, independence,
integrity, high personal and professional ethics, sound business judgement and ability to
participate effectively in deliberations. The Company has in place a Policy on Directors
appointment including criteria for determining qualifications, positive attributes, and
independence of a Director.
The salient features of the Policy are:
1. It acts as a guideline for matters relating to appointment and
re-appointment of Directors.
2. It contains guidelines for determining qualifications, positive
attributes of Directors and Independence of a Director.
3. It sets out the approach of the Company on board diversity.
4. It lays down the criteria for determining independence of a
Director, in case of appointment of an Independent Director.
The Policy is available on the website of the Company at
https://trf.co.in/corporate/policies-pledges/ During the year under review, there has been
no change to the Policy.
15. Familiarisation Programme for Directors
As a practice, all new Directors (including Independent Directors)
inducted to the Board go through a structured orientation programme. Presentations are
made by Senior Management giving an overview of the operations, to familiarise the new
Directors with the Company's business operations.
Further, all new Independent Directors (‘IDs?) at the
time of appointment are explained their role, duties and responsibilities as IDs of the
Company.
Details of orientation given to the existing Independent Directors in
the areas of Safety, Health & Environment, Business & Strategy and Governance
& Operation are available on the website of the Company at
https://trf.co.in/investors-relations/director-induction-familarisation/
16. Board Evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, Board Committees and individual Directors, pursuant to the provisions of the
Act and the SEBI Listing Regulations.
During the process, the Board sought feedback from Directors on various
parameters including:
i. Degree of fulfillment of key responsibilities towards stakeholders
(by way of monitoring corporate governance practices, participation in the long-term
strategic planning, etc.);
ii. Structure, composition and role clarity of the Board and
Committees;
iii. Extent of co-ordination and cohesiveness between the Board and its
Committees;
iv. Effectiveness of the deliberations and process management;
v. Board/Committee culture and dynamics; and
vi. Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Master Circular issued by
the Securities and Exchange Board of India on November 11,2024.
The Chairperson of the Board had one-on-one meeting with the
Independent Directors (‘IDs?) and the Chairperson of Nomination and
Remuneration Committee (‘NRC?). These meetings were intended to obtain
Directors inputs on effectiveness of the Board/Committee processes.
Further, in a separate meeting of the IDs, the IDs reviewed the
performance of Non-Independent Directors, the Board as a whole and Chairperson of the
Board, after considering the views of Executive and other Non-Executive Directors. The NRC
reviewed the performance of the individual Directors and the Board as a whole.
In the Board meeting that followed the meeting of the Independent
Directors and the meeting of NRC, the performance of the Board, its Committees, and
individual Directors were discussed.
Outcome of Evaluation
The evaluation process endorsed the Board Members confidence in the
ethical standards of the Company, the resilience of the Board and the Management in
navigating the Company during challenging times, cohesiveness amongst the Board Members,
constructive relationship between the Board and the Management and the openness of the
Management in sharing strategic information to enable Board Members to discharge their
responsibilities and fiduciary duties.
17. Remuneration policy for the Board and Senior Management
Based on the recommendation of the Nomination and Remuneration
Committee, the Board has approved the Remuneration Policy for the Directors, Key
Managerial Personnel and all other employees of the Company. As part of the policy, the
Company strives to ensure that:
• the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality required to run the
Company successfully;
• relationship between remuneration and performance is clear and
meets appropriate performance benchmarks; and
• remuneration to Directors, KMPs and Senior Management involves a
balance between fixed and incentive pay, reflecting short, medium and long-term
performance objectives appropriate to the working of the Company and its goals.
The salient features of the Policy are:
1. It lays down parameters on the recommendation, distribution, and
criteria for annual commission to be paid to the Independent Directors and Non-Executive
Directors.
2. It lays down parameters for remuneration payable to the
Managing/Whole-time Director(s).
3. It lays down the parameters for the components of the remuneration
(including fixed pay, retiral benefits, variable pay, perquisites, retirement benefits) to
be given to the Executive Directors, KMPs, Senior Management and rest of the employees.
During the year under review, there has been no change to the Policy.
The Policy is available on the website of the Company at
https://trf.co.in/corporate/policies-pledges/
18. Pecuniary Relationships or transactions
Throughout the reviewed year, the Company had no financial connections
or dealings with any of its Non-Executive Directors except for payment of sitting fees/com
miss ion to the Non-Executive, Independent Directors, as applicable, for attending
meetings.
19. Internal Control Systems
The Company has in place an established internal control system
designed to ensure proper recording of financial and operational information and
compliance of various internal control and other regulatory and statutory compliances
commensurate with the nature of the business of the Company, its scale, size and
complexity of the operations and such internal financial controls with reference to the
financial statements are adequate. The controls based on the prevailing business
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 Control over Financial Reporting has been reviewed by
the internal and statutory auditors.
The Audit Committee has also reviewed the effectiveness of internal
controls and compliance controls, related party transaction, the status of internal
financial controls and key accounting controls.
The details in respect of internal control and their adequacy are
included in the Management Discussion and Analysis, which is a part of this report.
20. Committees of the Board Audit Committee
The primary objective of the Audit Committee is to monitor and provide
effective supervision of the Management's financial reporting process, to ensure accurate
and timely disclosures, with the highest levels of transparency, integrity and quality of
financial reporting. The Committee comprises of Mr. Krishnava Dutt (Chairperson), Ms.
Ramya Hariharan, Dr. Pingali Venugopal and Mr. Sandeep Bhattacharya. The Committee met
five (5) times during the year under review, the details of which are given in the
Corporate Governance Report, forming part of this Annual Report.
There has been no instance where the Board has not accepted the
recommendations of the Audit Committee during the year under review.
Nomination and Remuneration Committee (‘NRC?)
The NRC oversees the Company's nomination process including succession
planning for the senior management and the Board. The Committee comprises of Ms. Ramya
Hariharan (Chairperson), Dr. Sougata Ray and Ms. Samita Shah. The Committee met twice
during the year under review, the details of which are given in the Corporate Governance
Report.
There has been no instance where Board has not accepted the
recommendation of the Nomination and Remuneration Committee during the year under review.
Stakeholders Relationship Committee (‘SRC?)
The SRC considers and resolves the grievances of our shareholders. The
Committee comprises of Dr. Pingali Venugopal (Chairperson), Dr. Sougata Ray, Mr. Akshay
Khullar and Mr. Umesh Kumar Singh. The Committee met once during the year under review,
the details of which are given in the Corporate Governance Report.
21. Auditors Statutory Auditor
Members of the Company at the 54th Annual General Meeting (‘AGM?)
held on July 27, 2017, approved the appointment of M/s Price Waterhouse & Co Chartered
Accountants LLP (Registration No. 304026E/E-300009) (‘PW?), Chartered
Accountants, as the statutory auditor of the Company.
Further, the Members of the Company at the 59th AGM held on
August 30, 2022, approved re-appointment of PW, as the statutory auditor of the Company,
for a second term of five (5) years commencing from the conclusion of the 59th
AGM held on August 30, 2022, until the conclusion of the 64th AGM of the
Company to be held in the year 2027.
The report of the Statutory Auditor forms part of this Annual Report.
The said report does not contain any qualification, reservation, adverse remark or
disclaimer.
Cost Auditor
In terms of Section 148 of the Act, the Company is required to maintain
cost records and have the audit of its cost records conducted by a Cost Accountant. Cost
records are prepared and maintained by the Company as required under Section 148(1) of the
Act.
The Board of Directors of the Company has, on the recommendation of the
Audit Committee, approved the appointment of M/s Shome & Banerjee (Firm Registration
No. 000001) as the Cost Auditor of the Company for conducting cost audit for the Financial
Year ending March 31,2026.
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 Board, based on the
recommendation of the Audit Committee, approved a
remuneration of '2.00 lakh (Rupees Two lakh) plus applicable taxes and
reimbursement of out-of-pocket expenses payable to the Cost Auditor for conducting cost
audit of the Company for FY 2025-26, subject to ratification by the Members of the
Company.
The same is placed for ratification of Members and forms part of the
Notice of the AGM.
Secretarial Auditor
In terms of Regulation 24A read with other applicable provisions of the
SEBI Listing Regulations, the Company is required to appoint Secretarial Auditor for a
period of five (5) years commencing FY 2025-26, to conduct the secretarial audit of the
Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013
read with SEBI Listing Regulations.
The Management undertook internal deliberations to identify a suitable
Practicing Company Secretary firm for appointment as the Secretarial Auditor of the
Company. During the discussions, consideration was given to firms that are either
currently associated with the Company or have been associated in the past. The evaluation
process included, inter alia, assessment of the firm's background, relevant experience,
team competence, understanding of the Company's business operations, and overall
capability to discharge the responsibilities of a Secretarial Auditor effectively.
The Management also evaluated the performance of M/s D. Dutt & Co.
as the Secretarial Auditor of the Company from 2019 till date.
The Audit Committee considered the findings of the Management and
recommended to the Board, the appointment of M/s. D. Dutt & Co. as the secretarial
auditor of the Company for a period of five (5) years commencing from the conclusion of
the ensuing 62nd Annual General Meeting scheduled to be held in 2025 through
the conclusion of 67th Annual General Meeting of the Company to be held in the
year 2030, for conducting secretarial audit of the Company for the period beginning from
FY 2025-26 through FY 2029-30.
The Board considered the recommendations of the Audit Committee with
respect to the appointment of M/s. D. Dutt & Co. as the Secretarial Auditor of the
Company.
Based on due consideration, the Board recommends for your approval, the
appointment of M/s. D. Dutt & Co. as the Secretarial Auditor of the Company for a
period of five (5) years commencing from the conclusion of the ensuing 62nd
Annual General Meeting scheduled to be held in 2025 through the conclusion of 67th
Annual General Meeting of the Company to be held in the year 2030, for conducting
secretarial audit of the Company for the period beginning from FY 2025-26 through FY
2029-30.
The above proposal forms part of the Notice of the AGM and is placed
for your approval.
Secretarial Audit Report
Section 204 of the Act, inter-alia, requires every listed
company to annex to its Board's Report, a Secretarial Audit Report, given in the
prescribed form by a Company Secretary in practice.
The Board had appointed M/s D. Dutt & Co., (Reg. no.
I2001WB209400), Practicing Company Secretaries, as the Secretarial Auditor to conduct
Secretarial Audit of the Company for FY 2024-25 and their Report is annexed to this Report
as Annexure-3. There are no qualifications, observations, adverse remarks or
disclaimer in the said Report.
Reporting of Fraud
During the year under review, the Statutory Auditor, Cost Auditor and
Secretarial Auditor have not reported any instances of frauds committed in the Company by
its officers or employees to the Audit Committee under Section 143(12) of the Act, details
of which need to be mentioned in this Report.
22. Risk Management
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company is not required to constitute a Risk Management Committee.
However, the Audit Committee is responsible for monitoring and reviewing the risk
management plan and ensuring its effectiveness. The Audit Committee has additional
oversight in the area of financial risks and controls. The major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis. A brief note on risks and concerns has been covered in the Management
Discussion and Analysis, which forms part of this report.
23. Vigil Mechanism and Whistle Blower Policy
The Board of Directors of the Company has adopted a Vigil Mechanism
that provides a formal mechanism for all the Directors, Employees and Business Associates
including Customers to make protected disclosures about any unethical behaviour, actual or
suspected fraud, or violation of Company's Code of Conduct or Ethics to the Ethics
Counsellors / Chairperson, Audit Committee, thereby, ensuring that the activities of the
Company are conducted in a fair and transparent manner. No person is denied access to the
Chairperson of the Audit Committee.
The Company's Vigil Mechanism have policies that include the
Whistle-Blower Policy for Directors & Employees, the Whistle-Blower Policy for
Business Associates, the Whistle-Blower Protection Policy for Business Associates
(vendors/customers), Gift and Hospitality Policy (‘G&H?), the
Conflict-of-Interest (‘CoI?) Policy for Employees, the Anti-Bribery and
Anti-Corruption (‘ABAC?) Policy, and Anti-Money Laundering (‘AML?)
Policy.
The Whistle-Blower Policies for Directors & Employees and Business
Associates encourages Directors, employees, and business associates to report any actual
or possible violation of the TCoC or any event that he/she becomes aware of that could
affect the business or reputation of the Company. The policy safeguards the
whistle-blowers against any unfair practices, such as retaliation, threats, intimidation,
termination, suspension, transfer, demotion, refusal of promotion or any other
disciplinary action. The whistle-blower policy also includes reporting of incidents of
leak or suspected leak of Unpublished Price Sensitive Information (‘UPSI?)
as required in terms of the provisions of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, as amended.
The Whistle-Blower Protection Policy for Business Associates provides
safeguard to the third parties such as vendors, suppliers, distributors, customers, etc.
from retaliation or unjust treatment. This also helps to build confidence among
whistle-blowers to make protected disclosures in good faith. The policy also outlines for
disqualification in case of raising false concerns with malicious intent.
The ABAC and AML policies mainly focus on ethical risk assessment,
procedures and guidelines, third-party due diligence, training and awareness, and audits
and reporting.
The G&H Policy offers guidance to employees or persons working for
or on behalf of the Company on appropriate, acceptable, and deemed unacceptable gifts and
hospitality for offering, giving or accepting. The policy is in consonance with ABAC and
AML policies.
The CoI Policy of the Company requires employees to disclose any actual
or potential conflicts annually and as and when it arises.
All these policies are available on the website of the Company at
https://trf.co.in/corporate/policies-pledges/
The Whistleblower Policies for Directors & Employees and Business
Associates encourages every Director, Employee, and Business Associate to promptly report
any actual or possible violation of the Tata Code of Conduct (‘TCoC?) or
any event that he/she becomes aware of that could affect the business or reputation of the
Company. The Company ensures protection for the whistleblowers and any attempts to
intimidate the whistleblower is also treated as a violation of the TCoC. The Whistleblower
Policy includes reporting of incidents of leak or suspected leak of Unpublished Price
Sensitive Information (‘UPSI?) as required in terms of the provisions of
the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015, as amended.
During the year under review, the Company received nine (9)
whistle-blower complaints (‘WBC?), of which seven (7) complaints were
investigated and closed after taking appropriate actions. A total of two (2) WBC were open
as of March 31,2025 for which investigations are underway.
24. Particulars of Loans, Guarantees or Investments
Particulars of loans, guarantees given and investments made during the
year under review in accordance with Section 186 of the Act, is annexed to this Report as Annexure
- 4.
25. Related Party Transactions
In line with the requirements of the Act and the SEBI Listing
Regulations, the Company has formulated a Policy on Related Party Transactions and the
same can be accessed on the Company's website at
https://trf.co.in/download/policv-on-related-partv-transactions/?wpdmdl=20458&refresh=683ef793afafb1748957075.
During the year under review, all transactions entered into by the
Company with its related parties were approved by the Audit Committee and were at arm's
length and in the ordinary course of business of the Company.
Prior omnibus approvals have been obtained for related party
transactions which are of repetitive nature and entered in the ordinary course of business
and on an arm's length basis. The Company did not have any contracts or arrangements with
related parties in terms of Section 188(1) of the Act.
Accordingly, the disclosure of related party transactions as required
under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY
2024-25 and hence does not form part of this report.
Details of related party transactions entered into by the Company, in
terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated
financial statements forming part of the Annual Report for FY 2024-25.
26. Disclosure as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace. The
Company has adopted a policy on prevention, prohibition, and redressal of sexual
harassment at workplace and has duly constituted an Internal Complaint Committee in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder.
During FY 2024-25, the Company received no complaints related to sexual
harassment.
27. Corporate Social Responsibility (CSR)
In accordance with the provisions of Section 135 of the Companies Act,
2013 (‘Act?), the Company is required to spend, in every Financial Year,
at least two percent of the average net profits of the Company made during the immediately
preceding three Financial Years in various CSR activities. Considering that, the Company
has accumulated losses in the immediately preceding three Financial Years, i.e. FY
2021-22, 2022-23 and 2023-24, the Company was not liable to incur any expenditure towards
CSR activities during FY 2024-25.
However, the Company has voluntarily undertaken various CSR initiatives
in the areas of education, healthcare and environment protection, etc. The Company also
encourages its employees to participate in various volunteering activities.
The Company has voluntarily undertaken the following CSR activities
during the year under review which, inter-alia, include the following:
• Encouraging literacy among children
• Employability training & livelihood
• Navjeevan- Blood donation camp
• Tree plantation at TRF Nagar
• Free eye health check-up camp at TRF Nagar & adjacent
community
• Food basket to TB patients
28. Annual Return
As per the requirement of Section 92(3) of the Act and Rules framed
thereunder, the extract of the Annual Return of the Company for FY 2024-25, is available
on the Company's website at https://trf.co.in/annual-return/
29. Particulars of Employees
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure
- 5.
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names and other particulars of employees
drawing remuneration in excess of the limits set out in the said Rules forms part of this
Report. Further, the report and the annual accounts are being sent to the Members
excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement
will be open for inspection upon request by the Members. Any Member interested in
obtaining such particulars may write to the Company Secretary at comp_sec@trf.co.in
30. Corporate Governance
The Corporate Governance Report for FY 2024-25 as stipulated under the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the
Annual Report. The certificate from a Practicing Company Secretary on compliance(s) with
the corporate governance norms forms part of the Corporate Governance Report.
The Company has in place, a Code of Conduct laid by the Board of
Directors for all its Board Members and Senior Management of the Company, which is
affirmed by them on an annual basis. In Compliance with the above regulation, the Managing
Director's declaration confirming compliance with the Code of Conduct has been made part
of this Annual Report.
31. Significant and Material Orders passed by the Regulators or Courts
There has been no significant and material order passed by the
regulators or courts or tribunals impacting the going concern status and the Company's
future operations. However, Members attention is drawn to the statement on contingent
liabilities, commitments in the notes forming part of the financial statements.
32. Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo
Although the operations of the Company at Jamshedpur and its project
sites are non-polluting in nature, adequate precautions are taken by the Company, to
comply with all regulatory requirements in this regard at all locations. In addition to
ensuring compliance with the legal norms, the Company continues its efforts towards tree
plantation.
As required under Section 134(3)(m) of the Act read with Rule 8(3) of
the Companies (Accounts) Rules, 2014, the details of the energy conservation, technology
absorption and foreign exchange earnings and outgo are annexed to this report as Annexure
- 6.
33. Deposits
During the year under review, the Company has not accepted any deposits
from public in terms of the Act. Further, no amount on account of principal or interest on
deposits from public was outstanding as on the date of the balance sheet.
34. Secretarial Standards
The Company has devised proper systems and processes to ensure
compliance with the provisions of all applicable Secretarial Standards issued by The
Institute of Company Secretaries of India and such systems are adequate and operating
effectively.
35. Other disclosure
i. There was no application made or proceeding pending against the
Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under
review.
ii. There has been no change in the nature of the business of the
Company, as on the date of this Report.
36. Acknowledgements
We thank our Shareholders, Customers, Vendors, Investors, Business
Associates, and Bankers for their continued support during the year. We place on record
our appreciation of the contribution made by all the employees towards improving
productivity and in implementation of various initiatives to reduce costs and bring
improvement in operational efficiencies.
We also thank our Workers' Union, the Government of India, the State
Governments where we have operations and other government agencies for their support and
look forward for their continued support in the future.
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