Report u/s134 of the Companies Act, 2013
This is to apprise the members that Tayo Rolls Limited is under
Corporate Insolvency Resolution Process which was admitted vide an order passed by the
Hon'ble National Company Law Tribunal (NCLT), Kolkata Bench dated April 5, 2019 under
the provisions of the Insolvency and Bankruptcy Code 2016 ("Code / IBC"),
pursuant thereto, on the same date i.e. April 5, 2019 Hon'ble National Company Law
Tribunal (NCLT), Kolkata Bench appointed Mrs. Vinita Agrawal as Interim Resolution
Professional (IRP) who was subsequently confirmed as Resolution Professional (RP) by
Committee of Creditors (COC), constituted under IBC in their meeting held on May 3, 2019.
Mrs. Vinita Agrawal, in her capacity as RP, has taken control and custody of the
management and operations of the company with effect from April 5, 2019.
Consequent to a petition filedby COC, the Hon'ble National Company
Law Tribunal (NCLT), Kolkata Bench passed an order on October 30, 2019 and appointed Mr.
Anish Agarwal (IP Registration No.: IBBI/IPA-001/IP-P-01497/2018-2019/12256) as Resolution
Professional in place of Mrs. Vinita Agrawal.
Jharkhand Bijli Vitran Nigam Limited ( JBVNL) has submitted the
Resolution Plan as per the terms and condition as specified in Request for Resolution Plan
and Form G within the time limit to resolve this company and the same was approved by
Committee of Creditors ( COC) in their 12th Committee of Creditors meeting held on
February 21, 2020 and declared as passed with 92.45 % of voting shares.
Subsequently, on February 24, 2020 the Application for Approval of
Resolution Plan under section 30(6) and section 31(1) of the Insolvency and Bankruptcy
Code, 2016 read with regulation 39 of IBBI (Insolvency Resolution Process For Corporate
Person) Professional with Honorable National Company Law Tribunal (NCLT) Kolkata for its
Regulation,2016wasfiled approval which is still awaited.
Accordingly Report for the year ended March 31, 2023 is as under

1. FINANCIAL RESULTS:

  

    
Particulars
    
Current Year*
    
Previous Year*
  
  

    

    
Rupees Lakhs
    
Rupees Lakhs
  
  

    
I Income
    

    

  
  

    
Revenue from Operations
    
-
    
-
  
  

    
Other income**
    
-
    

  
  

    
Total income
    
-
    

  
  

    
II Expenses
    

    

  
  

    
Cost of materials consumed
    
-
    
-
  
  

    
Changes in inventories of finished goods, stock in trade and
    work in progress
    

    

  
  

    
Excise duty on sale of goods
    
-
    
-
  
  

    
Employee benefits expenses**
    
-
    

  
  

    
Depreciation and amortization expenses
    
344
    
347
  
  

    
Consumption of stores
    
-
    
-
  
  

    
Power and fuel**
    

    
-
  
  

    
Other expenses**
    

    
-
  
  

    
Total expenses
    
344
    
347
  
  

    
III Income / Loss before finance cost, exceptional items and
    tax
    
(344)
    
(347)
  
  

    
IV Finance costs
    
-
    
-
  
  

    
V Income/ Loss before Exceptional items and tax
    
(344)
    
(347)
  
  

    
VI Exceptional items
    
-
    
-
  
  

    
VII Income/Loss before tax
    
(344)
    
(347)
  
  

    
VIII Tax expenses
    
-
    
-
  
  

    
IX Income/Loss for the year
    
(344)
    
(347)
  
  

    
X Other comprehensive income/(loss)
    
-
    
-
  
  

    
XI Total comprehensive income/ (loss)
    
(344)
    
(347)
  
  

    
XII Paid up share capital
    
1026
    
1026
  
  

    
XIII Other equity
    
(49439)
    
(49095)
  
  

    
XIV Basic and diluted EPS before extraordinary items for the
    period
    
(3.36)
    
(3.39)
  
  

    
XV Basic and diluted EPS after extraordinary items for the
    period
    
(3.36)
    
(3.39)
  

* Operations have been suspended gradually from May 2016 onwards and
remained suspended in current year also.
**Pls refer Note no. 2.24 "Transactions relating to CIRP
period"

2. DIVIDEND:
There is no recommendation of dividend.

3. PREFERENTIAL ALLOTMENT OF REDEEMABLE PREFERENCE SHARES:
During the year NIL Non-cumulative Redeemable Preference Shares of Rs.
100/- (Rupees one hundred each only) each have been allotted on preferential basis.

4. INSOLVENCY AND BANKRUPTCY CODE 2016 :
Based on the audited accounts for the period ended December 31, 2015
the net worth of the Company became negative. Considering the negative net worth, The
Board of Directors had referred the Company to the Board for Industrial and Financial
Reconstruction (BIFR) as required under the First proviso of section 15 (1) of The Sick
Industrial Companies (Special Provisions) Act, 1985 and the Company was registered with
BIFR on 23rd March, 2016. Meanwhile, the Ministry of Finance issued Notifications S.O.
3568 (E ) & S.O. 3569 (E ) dated 25th November, 2016 to the effect that SICA was
repealed with effect from 1st December, 2016 and all the references or inquiry pending
before the BIFR and/ or AAIFR stood abated. 
The Board of Directors at their meeting held on 3rd July, 2017 had
decided to refer the Company to the Honorable National Company Law Tribunal (NCLT) Kolkata
under Section 10 of the Insolvency and Bankruptcy Code, 2016 (IBC) for initiation of
Corporate Insolvency Resolution Process (CIRP). Subsequently, on 13th July, 2017, the
Company filed relevant application before the Honorable NCLT, Kolkata under Section 10 of
the Insolvency and Bankruptcy Code, 2016. The Workers of the Company, in the capacity of
operational creditor had also filed an application before the Honorable Tribunal, Kolkata
under Section 9 of the Insolvency and Bankruptcy Code (IBC), 2016 seeking commencement of
CIRP. Both the appeals were rejected by the Honorable Tribunal. Subsequently, the Company
and the workers filed appeal separately before the Honorable National Company Law
Appellate Tribunal against the rejection order passed by the Honorable Tribunal. The
Appellate Tribunal allowed the appeal filed by the Company and the Workers, however, it
directed the Tribunal to admit the appeal filed by the Workers.
The Corporate Insolvency Resolution Process (CIRP) had commenced
against the Company vide an order passed by Honorable NCLT Kolkata dated 5th April 2019.
Pursuant to this order, the powers of the Board of Directors stood suspended and was
exercised by Mrs. Vinita Agrawal, the Interim Resolution Professional (IRP) appointed by
the Honorable NCLT who was consequently confirmed to continue as the Resolution
Professional (RP) by the Committee of Creditors (COC). Consequent to a petition filedby
COC, the Honorable NCLT, Kolkata , passed an order on 30th October, 2019 and appointed
Mr. Anish Agarwal (IP Registration No.: IBBI/IPA- 001/IP-
P-01497/2018-2019/12256) as Resolution Professional in place of Mrs. Vinita Agrawal ( the
erstwhile Resolution Professional ).
During the CIRP, Jharkhand Bijli Vitran Nigam Limited (JBVNL) has
submitted the Resolution Plan as per the terms and condition as specified in Request for
Resolution Plan and Form G within the time limit to resolve this company and the same was
approved by Committee of Creditors ( COC) in their 12th Committee of Creditors meeting
held on February 21, 2020 and declared as passed with 92.45 % of voting shares.
Subsequently, on February 24, 2020 the Application for Approval of
Resolution Plan under section 30(6) and section 31(1) of the Insolvency and Bankruptcy
Code, 2016 read with regulation 39 of IBBI (Insolvency Resolution Process For Corporate 
Person) Regulation, 2016 was filed by the Resolution Professional with 
Kolkata for its approval which is still awaited.

5. COMPANY'S PERFORMANCE:

Considering the future business prospects, the overcapacity
situation in the roll industry, the challenges faced by the Company, the resources
required to meet these challenges, the likely time taken for turnaround of the business,
and the estimated low returns from the business on steady state basis, on May 26, 2016 the
Board decided to suspend operations in a phased manner. Thereafter, on September 5, 2016,
the Board decided for closure of operations. Subsequently, the Corporate Insolvency
Resolution Process (CIRP) commenced against the Company vide an order passed by Honorable
NCLT Kolkata dated 5th April 2019.
Accordingly, the operations of the Company remained suspended during
the year under review and the Company continued to incur losses.

6. DEPOSITS:

During the year under review, the Company has not accepted any
deposit or renewed any Deposit within the meaning of Section 73 of the Companies Act, 2013
and the rules made there under.

7. AUDIT REPORT:

The Statutory Auditors Report on Audited Annual Accounts for the
financial year 2022-2023 contains qualifications for which comments and statement on
Impact of such Audit qualification is mentioned in Page No. 48 .
The Secretarial Auditors Report for the financial year 2022-2023 does
not contain any qualification, reservation or adverse remark which warrants comments from
the Board of Directors / Resolution Professional. The Secretarial Audit Report as required
under section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this
report.

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the
Financial Statements.

9. CONTINGENT LIABILITIES AND MAJOR LITIGATIONS

Details of Contingent Liabilities and Major Litigations covered
under the applicable provisions of the Companies Act, 2013 are given in the Notes to the
financial statements.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP): Appointments 
During the financial year under review, No directors were appointed in
the company
Resignations
During the financial year under review, None of the directors resigned
from the company
Directors Retiring by Rotation 
Pursuant to the provisions of Section 152 of the Companies Act, 2013,
Mr. K.S.Marar will retire by rotation at the ensuing Annual General Meeting of the Company
and being eligible, have offered himself for re-appointment. In accordance with the
provisions of the Act, none of the Independent Directors are liable to retire by rotation.
Key Managerial Personnel

The following are the Key Managerial Personnel of the Company
during the financial year under review:
• Mr. Suresh Padmanabhan
• Ms. Harpreet Kaur Bhamra

11. DIRECTORS' SHAREHOLDING:
The shareholding of Managing Director and Non-Executive Directors
in the Company is NIL.

12. NUMBER OF MEETINGS OF BOARD/INTERNAL MANAGEMENT:
During the financial year ended March 31, 2023, one Internal
Management Meeting was held with members of the suspended Board and Resolution
Professional wherein members were present through video conferencing in which the
suspended Board noted about the affairs/financial conditions of the company . However, no
approval were sought from the Directors. 
The date on which the meeting was held is given below :- (i) May 23,
2022

13. DECLARATION BY INDEPENDENT DIRECTORS:
Since there is no Independent Director in the suspended Board of
the Company, declaration under Sec 149(6) of the Companies Act, 2013 read with Regulation
16 (b) of the SEBI (LODR) Regulations, 2015, is not applicable to the Company.

14. INTERNAL FINANCIAL CONTROLS:
The Corporate Insolvency Resolution Process (CIRP) had commenced
against the Company vide an order passed by Honorable NCLT Kolkata dated 5th April 2019.
Pursuant to this order, the powers of the Board of Directors stood suspended and was
exercised by Mrs. Vinita Agrawal, the Interim Resolution Professional (IRP) appointed by
the Honorable NCLT who was consequently confirmed to continue as the Resolution
Professional (RP) by the Committee of Creditors (COC). Consequent to a petitionfiledby
COC, the Honorable NCLT, Kolkata , passed an order on 30th October, 2019 and appointed
Mr. Anish Agarwal (IP Registration No.:
IBBI/IPA-001/IP-P-01497/2018-2019/12256) as Resolution Professional in place of Mrs.
Vinita Agrawal ( the erstwhile Resolution Professional ).
The Company had already suspended its operations gradually since May,
2016 and the same continued during the current year as well. On account of ongoing CIRP
and suspended operations, no activities other than those relating to insolvency resolution
process were undertaken by the Company during the year as per the provisions of the
Insolvency and Bankruptcy Code (IBC), 2016. Accordingly, the control policies relating to
the normal operations of the company were not required and therefore were not adopted and
performed except for those necessary under the provisions of the IBC which commensurate
with the size, nature and complexity of the activities of the Company.

15. DIRECTORS' RESPONSIBILITY STATEMENT / STATEMENT BY THE
RESOLUTION PROFESSIONAL:
To the best of knowledge and beliefs, the Resolution Professional
makes the following statement in terms of Section 134(3) (c) of the Companies Act, 2013
and taken on record by the Resolution Professional:
(a) that in the preparation of the Annual Accounts for the year ended
March 31, 2023, the applicable accounting standards have been followed along with proper
explanations relating to material departures, if any except non compliance with certain
clauses of Ind AS as reported by the Auditor in their report dated May 25, 2023 and
Statement on Impact of such qualification in page no. 48 of this Report;
(b) they had 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 as at March 31, 2023 and
of the profit / loss of the Company for the year ended on that date;
(c) that they had taken proper and sufficient care for the maintenance
of adequate the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
(d) that they had concluded that the going concern basis is not
appropriate because of the financial condition of the Company and, therefore the Financial
Statements have been prepared on non - going concern basis;
(e) that they had laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and were operating
effectively; and
(f) that they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.

16. BOARD MEMBERSHIP CRITERIA:
The Nomination and Remuneration Committee works with the Board to
determine the appropriate characteristics, skills and experience for the Board as a whole
and its individual members with the objective of having a Board with diverse backgrounds
and experience in business, government, education, and public service. Characteristics
expected of all Directors include independence, integrity, high personal and professional
ethics, sound business judgment, ability to participate constructively in deliberations
and willingness to exercise authority in a collective manner.
In evaluating the suitability of individual Board members, the
Nomination and Remuneration Committee considers many factors, including general
understanding of marketing, finance, operations management, public policy, international
relations, legal, governance and other disciplines relevant to the success of the Company
in today's business environment; understanding of the Company's business;
experience in dealing with strategic issues and long-term perspectives; maintaining an
independent familiarity with the external environment in which the Company operates and
especially in the Director's particular field of expertise; educational and
professional background; personal accomplishment; and geographic, gender, age, and ethnic
diversity.
The Board evaluates each individual in the context of the Board as a
whole, with the objective of having a group that can best perpetuate the success of the
Company's business and represent stakeholder's interests through the exercise of
sound judgment, using its diversity of experience.
In determining whether to recommend a director for re-election, the
Committee, also considers the director's past attendance at meetings, participation
in meetings and contributions to the activities of the Board, and the results of the most
recent Board self-evaluation.
Board members are expected to rigorously prepare for, attend and
participate in all Board and applicable Committee meetings. Each member is expected to
ensure that their other current and planned future commitments do not materially interfere
with the responsibilities at the Company.
Pursuant to commencement of the CIRP, the powers of the Board stand
suspended and are exercised by the interim resolution professional or resolution
professional, as the case may be, in accordance with the provisions of the Code.

17. BOARD DIVERSITY POLICY:
The Company recognizes the importance of diversity in its success.
It is essential that the Company has as diverse a Board as possible.
A diverse Board will bring in different set of expertise and
perspectives. The combination of Board having different skill set, industry experience,
varied cultural and geographical background and belonging to different race and gender
will bring a variety of experience and viewpoints which will add to the strength of the
Company.
While all appointments to the Board are made on merit, the diversity of
Board in aggregate will be of immense strength to the Board in guiding the Company
successfully through various geographies.
The Nomination and Remuneration Committee reviews and recommends
appointments of new Directors to the Board. In reviewing and determining the Board
composition, the Nomination and Remuneration Committee considers the merit, skill,
experience, race, gender and other diversity of the Board.
Pursuant to commencement of the CIRP, the powers of the Board stand
suspended and are exercised by the interim resolution professional or resolution
professional, as the case may be, in accordance with the provisions of the Code.
<b>
18. CRITERIA FOR DETERMINING INDEPENDENCE OF DIRECTORS: Independence
Guidelines:
A Director is considered independent if the Board makes an
affirmative determination after review of all the relevant information. The Board has
established the categorical standards to assist it in making such determinations. A
Director to be considered independent: Shall not be Managing Director or a Whole time
Director or a Nominee Director.

Shall be, in the opinion of the Board, a person of integrity and
shall possess relevant expertise and experience.

Shall not be a Promoter of the Company or its holding, subsidiary
or associate Company.

Shall not be related to Promoters or Directors in the Company, its
holding, subsidiary, or associate Company.

Apart from receiving Director's remuneration, shall not have
any pecuniary relationships with the Company, its holding, its subsidiaries, its associate
companies, its Promoters, or Directors, during the current financial year or immediately
preceding two financial years.

Relatives should not have or had pecuniary relationships or
transactions with the Company, its holding (s), subsidiary or associate Company, or their
promoters, or Directors, amounting to 2% or more of its gross turnover or total income or
Rupees 50 lakh (Rupees fifty lakh) or such amount as the Company may prescribe, whichever
is lower, during the two immediately preceding financial years or during the current
financial year.

Neither himself / herself nor any of his / her relatives shall hold
or has held the position of a KMP or is or has been employee of the Company or its
holding, subsidiary or associate Company in any of the three financial years immediately
preceding the financial year in which he / she is proposed to be appointed.

Neither himself / herself nor any of his / her relatives shall or
has been an employee or proprietor or a partner, in any of the 3 financial years
immediately preceding the financial year, of:
a) a firm of Auditors or Company Secretaries in practice or Cost
Auditors of the Company or its holding, subsidiary or associate Company;
b) any legal or a consulting firm that has or had any transaction with
the Company, its holding, subsidiary or associate Company amounting to 10%. or more of the
gross turnover of such firm;
c) holds together with his relatives 2% or more of the total voting
power of the Company ("Substantial Shareholder");
d) a Chief Executive or Director, by whatever name called, of any
non-profitorganization that receives 25%, or more of its receipts from the Company, any of
its Promoters, Directors or its holding, subsidiary or associate Company or that holds 2%,
or more of the total voting power of the Company;

Has not held office for more than two consecutive terms on the
Board of the Company.

Should not be a material supplier, service provider or customer or
a lessor or a lessee of the Company.

Shall not be less than 21 years of age.

Possesses such other qualifications as may be prescribed by the
CompaniesAct, 2013.
Pursuant to commencement of the CIRP, the powers of the Board stand
suspended and are exercised by the interim resolution professional or resolution
professional, as the case may be, in accordance with the provisions of the Code.

19. REMUNERATION POLICY:
The philosophy of remuneration of Directors, KMP and all other
employees at Tayo Rolls Limited (‘Company') is based on the commitment
demonstrated by the Directors, KMPs and other employees towards the Company. The key
principles governing the Remuneration Policy are as follows: (i) Remuneration for
Independent Directors and Non-Independent Non- Executive Directors: Overall remuneration
should be reflectiveof the size of the company, complexity of the sector/ industry/
company's operations and the company's capacity to pay the remuneration and
should be consistent with recognized best practices.
Independent Directors ("ID") and Non-Independent
Non-Executive Directors ("NED") may be paid sitting fees (for attending the
meetings of the Board and Committees of which they may be members). Quantum of sitting
fees and NED Commission may be subject to review on a periodic basis, as required.
Within the parameters prescribed by law, the payment of sitting fees
and commission will be recommended by the Nomination and Remuneration Committee and
approved by the Board.
Overall remuneration (sitting fees and commission) should be reasonable
and sufficient to attract, retain and motivate Directors aligned to the requirements of
the company.
The aggregate commission payable to all the NEDs and IDs will be
recommended by the Nomination and 
Remuneration Committee to the Board, based on company's
performance, profits,return to investors, shareholder value creation and any other
significant qualitative parameters, as may be decided by the Board.
The Nomination and Remuneration Committee will recommend to the Board,
the quantum of commission for each Director based upon the outcome of the evaluation
process which is driven by various factors including attendance and time spent in the
Board and committee meetings, individual contributions at the meetings and contributions
made by Directors other than in meetings.
In addition to the sitting fees and commission, the company may pay to
any director such fair and reasonable expenditure, as may have been incurred by the
director while performing his/ her role as a Director of the company. This could include
reasonable expenditure incurred by the director for attending Board/and its committee
meetings, general meetings, court convened meetings, meetings with shareholders/
creditors/ management, site visits, induction and training (organized by the company for
Directors) and in obtaining professional advice from independent advisors in the
furtherance of his/ her duties as a Director.
(ii) Remuneration for Managing Director ("MD")/ Executive
Directors ("EDs")/KMP/ rest of the employees: The extent of overall remuneration
should be sufficient to attract and retain talented and Hence remuneration should be:
Market competitiveness driven by the role played by the individual Reflective of size of
the company, complexity of the sector/ industry/ company's operations and the
company's capacity to pay.
Consistent with recognized best practices and aligned to any regulatory
requirements.
The remuneration mix for the MD/ EDs is as per the contract approved by
the shareholders. In case of any change, the same would again require the approval of the
shareholders.
Basic/ fixed salary is provided to all employees to ensure that there
is a steady income in line with their skills and experience.
In addition to the basic/ fixed salary, the company may provide
employees with certain perquisites, allowances and benefits to enable a certain level of
lifestyle and to offer scope for savings and tax optimization, where ever possible. The
company may also provide all employees with a social security net (subject to limits) by
covering medical expenses and hospitalization through re-imbursements or insurance cover
and accidental death and dismemberment through personal accident insurance.
. The company provides retirement benefits as applicable
In addition to the basic/ fixed salary, benefits, perquisites and
allowances, the company may provide MD/ EDs such remuneration by way of bonus/performance
linked incentive and/or commission calculated with reference to the net profits financialyear,
as may be determined by the Board, subject to the ofthecompany particular overall
ceilings stipulated in Section 197 of the Companies Act, 2013 read with Schedule V of the
Act. The specific amount payable to the MD/ EDs would be based on performance as evaluated
by the Board or the Nomination and Remuneration Committee and approved by the Board.
The company may provide the rest of the employees a performance linked
bonus and/or performance linked incentive. The performance linked bonus/performance linked
incentive would be driven by the outcome of the performance appraisal process and the
performance of the Company.
(iii) Remuneration payable to Director for services rendered in other
capacity:
The remuneration payable to the Directors shall be inclusive of any
remuneration payable for services rendered by such Director in any other capacity unless:
The services rendered are of a professional nature; and The Nomination and Remuneration
Committee is of the opinion that the director possesses requisite qualification for the
practice of the profession.
Pursuant to commencement of the CIR process, the powers of the board of
directors stand suspended and are exercised by the interim resolution professional or
resolution professional, as the case maybe, in accordance with the provisions of the Code.
The requirement of minimum number of members in the nomination and remuneration committee
in accordance with the Companies Act, 2013 and the rules framed there under is not
maintainable on account of suspension of the powers of the Board. In terms of the SEBI
LODR Regulations, a company undergoing CIR process is not required to comply with
Regulation 19(1)(a) of the SEBI LODR Regulations dealing with the minimum number of the
members in the nomination and remuneration committee of a listed company.
During the financial year ended on March 31, 2023, No remuneration,
sitting fees, commission or any other perquisites and allowances, and expenditure is been
paid to the Independent Directors ("ID") and Non- Independent Non-Executive
Directors ("NED") Managing Director ("MD") / Executive Directors
("EDs") / KMP / rest of the employees as the company is under CIRP and powers of
the board of directors stand suspended and are exercised by the interim resolution
professional or the resolution professional, as the case may be, in accordance with the
provisions of the Code.

20. PERFORMANCE EVALUATION OF BOARD:
In terms of SEBI (Listing Obligations and Disclosure Requirements)
(Third Amendment) Regulations, 2018, a company undergoing CIR process is not required to
comply with the requirement of conducting evaluation of the independent directors.
Therefore, subsequent to commencement of the CIR process the evaluation of the independent
directors of the Company was not required to be carried out under the provisions of the
Regulation 17(10) SEBI LODR Regulations. Further, in accordance with Rule 8(4) of
Companies (Accounts) Rules, 2014, the board of directors of a company are required to
evaluate its own performance and that of its committees and individual directors.
However pursuant to commencement of the CIR process of the Company, the
powers of the board of directors stand suspended and are exercised by the interim
resolution professional or the resolution professional, as the case may be, in accordance
with the provisions of the Code. Therefore, Pursuant to the provisions of the Companies
Act, 2013 and Chapter IV read with the provisions of Schedule II of SEBI (LODR)
Regulations, 2015, the Board has not carried out the annual performance evaluation of its
own performance, the Directors individually as well as the evaluation of the working of
its Audit, Nomination and Remuneration and other Committees.

21. LOAN TO DIRECTORS:
During the year, the Company has not advanced any loan nor given any
guarantee nor provided any security in connection with any loan made to any of its
Director/s or to any other person in whom the Director is interested as mentioned in
Section 185 of the Companies Act, 2013 read with Rule 10 of the Companies (Meetings of
Board and its Powers) Rules, 2014.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As per section 135 (1) of the Companies Act, 2013, every Company having
a net worth of Rupees five hundred crores or more, or turnover of Rupees one thousand
crores or more, or net profit of Rupees five crores or more, during any financial year is
required to constitute a Corporate Social Responsibility Committee of the Board consisting
of three or more Directors, out of which at least one Director shall be Independent
Director.
Your Company is suffering losses since FY 2008-09 and does not fulfill
any of the criteria as specified under section 135 (1) of the Companies Act, 2013,
therefore, Corporate Social Responsibility Committee of the Board is not required and as a
result, Company has not constituted a Corporate Social Responsibility Committee. Your
Company has tried to meet its social obligations, wherever possible, with its limited
resources.

23. RELATED PARTY TRANSACTIONS:
During the year under review, your Company has not entered into any
contract/ arrangement which falls under the purview of Section 188 of the Companies Act,
2013. However, few related parties transactions are such which are covered under
Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has also entered into material related party transactions
for which approval of the shareholders has already been taken at 54th Annual General
Meeting and approval for shortfall, if any, will be taken at the forthcoming meeting.
Approval of shareholders is also being sought for likely related party transactions for
FY'24, at the forthcoming Annual General Meeting. All the transactions with the
related parties are for essential services during the CIRP period. All Related Party
Transactions prior to the commencement of the CIR Process were authorized by the Audit
Committee/ Board, as applicable for approval and thereafter by the Resolution Professional
who in turn, was authorized by the COC. The policy on materiality of Related Party
Transaction is available on the website of the Company at www.tayo.co.in. As required
under section 134 (3) (h) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, "Form AOC-2" is annexed with this report.

24. CORPORATE GOVERNANCE:
Management Discussion and Analysis, Corporate Governance, Board /
Resolution Professional's statement and Auditor's Certificates are made part of
this Annual Report.

25. EXTRACT OF ANNUAL RETURN:
In compliance with Section 92(3) and Section 134(3)(a) of the Act read
with Companies (Management and Administration). Amendment Rules, 2020, the Annual Return
for FY 2022-23 in the prescribed format has been placed at the Company's website at
https://www.tayo.co.in. 

26. The Company has in place an Anti-Sexual Harassment Policy in
line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up
to redress complaints received regarding sexual harassment. All employees are covered
under this policy.
The following is a summary of sexual harassment complaints received,
disposed-off and pending during the period under review:

  

    
• No. of complaints received
    
: NIL
  
  

    
No. of complaints disposed-off
    
: Not Applicable
  
  

    
• No. of complaints pending
    
: NIL
  


27. PARTICULARS OF EMPLOYEES: a) The Information required under
section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under: The
Company is not able to pay wages to its employees since October 2016. During the year none
of the Whole Time Director ("WTD") or KMPs were on the rolls of the company as
they have been transferred to Tata Steel Limited and deputed back to Tayo Rolls Limited.
Therefore, percentage increase in their remuneration by the company is not applicable.
Further, considering the financial position of the Company, Directors
have foregone their rights to receive the sitting fee and no remuneration was paid to them
during the year.
Therefore, ratio of the remuneration of each Director/KMP to the median
remuneration of all the employees of the Company for the Financial Year 2022-2023 is also
not applicable.
The percentage increase in the remuneration of any director is not
applicable due to the reasons mentioned above.
Due to inadequacy of profits during the financial year 2022-2023,
commission will not be paid to the Non-Executive Directors.
During the financial year ended on March 31, 2023, No remuneration,
sitting fees, commission or any other perquisites and allowances, and expenditure is been
paid to the Independent Directors ("ID") and Non-Independent Non-Executive
Directors ("NED") Managing Director ("MD") / Executive Directors
("EDs") / KMP / rest of the employees as the company is under CIRP and powers of
the board of directors stand suspended and are exercised by the interim resolution
professional or the resolution professional, as the case may be, in accordance with the
provisions of the Code. b) During the financial year 2022-2023, none of the employees was
in receipt of remuneration as specified under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. Therefore, the particulars specified in
Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are not applicable and hence not mentioned.

28. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:
In terms of the Section 134(3) (m) of the Companies Act, 2013 read Rule
8(3) with Companies (Accounts) Rules, 2014, the particulars in respect of (a) Conservation
of Energy (b) Technology Absorption and (c) Foreign Exchange Earnings and Outgo are
furnished on page No.22.

29. AUDITORS:
i. The Resolution to appoint the Statutory Auditor for the
financial year 2022-2023 and to fix their remuneration was not passed with requisite
majority of the shareholders in the 54th Annual General Meeting of the Company held on
September 30, 2022. Since no auditor was appointed or re-appointed in the 54th Annual
General Meeting, the existing Auditor M/s. R U B S & CO, Chartered Accountants, (Firm
Registration Number: FRN 014560C) continued to be the Auditors of the Company for the
Financial year 2022-2023 in terms of Section 139(10) of the Companies Act 2013.
The Auditors were reappointed as the resolution for appointment of
statutory auditors M/S RUBS & CO for the financial year 2022-2023 and to fix their
remuneration has been done by the Resolution Professional is in continuation of the
resolution passed by the CoC in its 6th CoC meeting held on August 28,2019.
The existing Statutory Auditors, M/s. R U B S & CO, Chartered
Accountants, (Firm Registration Number: FRN 014560C) are retiring at the ensuing Annual
General Meeting, and are being eligible, offered themselves for re-appointment. 
Your Company has received a certificate from the Auditors to the effect
that their appointment if made, would be within the limits of Section 141(3) (g) of the
Companies Act, 2013. Members are requested to appoint M/s. R U B S & CO, Chartered
Accountants, (Firm Registration Number: FRN 014560C) as the Statutory Auditors for the
financial year 2023-2024 at the Annual General Meeting and to authorize the Committee of
creditors to fix their remuneration as mutually agreed upon between the Committee of
creditors and the Auditors. ii. For the AGM 2022-2023, M/s JEE S & CO., has been
appointed as the Scrutinizer. iii. Since the Operations of the Company remain suspended,
the Company is not required to appoint the Cost Auditors

  

    
May 25, 2023
    

  
  

    
Registered Office:
    
For Tayo Rolls Limited
  
  

    
3, CH Area (NE), Road No.11, Bistupur,
    
Under Corporate Insolvency Resolution Process (CIRP)
  
  

    
Jamshedpur- 831 001
    

  
  

    

    
Anish Agarwal
  
  

    

    
Resolution Professional
  
  

    

    
IBBI/IPA-001/IP-P-01497/2018 -2019/12256