Tayo Rolls Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Dec 2018

Auditor and Management Disclosures and Notes for the quarterly results dated 31 Dec 2018

1. Consequent to the judgment dated 2 May, 2013 of Honourable Jharkhand High Court with
regard to the applicability of power tariff structure on the Company's Induction Furnace
Unit from January 2000, the Jharkhand State Electricity Board (JSEB) had raised rectified
energy bill dated 10 June, 2013 for Rs. 27,203 lakhs (later claim revised to Rs. 26,361
lakhs). The rectified energy bill was challenged separately before the Honourable
Jharkhand High Court. The Company has also contested the judgment dated May 02, 2013
on the applicability of power tariff structure by way of filing an appeal (Letters Patent
Appeal) before the Honourable Jharkhand High Court which has been admitted on merit
on July 03, 2013: The demand raised by JSEB has been considered as contingent liability
in the Ind AS financial statements.

JSEB had also initiated certificate proceedings for recovery of Rs. 26,361 lakhs against the Company and Board of Directors, which was challenged before the Certificate Officer. The Certificate Officer in his Order dated 12 December, 2015 has absolved the directors from any liability to the extent the Certificate amount is considered. He also directed JSEB to raise revised bills and the Company to pay the same within 15 days of the Order. JSEB has raised the revised bill dated 24 December, 2015 for Rs. 21,804 lakhs. The Company
has also challenged the Order dated 12 December, 2015 of the Certificate officer before
the Division Bench of the Jharkhand High Court.

On 18 December, 2015, the Division Bench of Jharkhand High Court has passed its Order
that "No Coercive Action" shall be initiated against the Company during pendency and final
hearing of these Appeals. The matter is sub-judice.

2. The Company has incurred a loss of Rs. 464 lakhs and Rs. 1,571 lakhs during the quarter
and nine months ended 31 December, 2018, respectively (incurred a loss of Rs 2,566 lakhs during the year ended 31 March, 2018) and accumulated losses as on date amounting to Rs. 52,971 lakhs. The net worth of the Company has already been eroded and the Company's current liabilities exceeded its current assets.

The Company's operating results continue to be materially affected by various factors,
particularly high pricing pressures due to overcapacity in roll industry, general economic
slowdown and unavailability of future financing. Considering, these factors the going
concern assumption is not appropriate for preparing the Ind AS financial statements and
these. Ind AS financial statements have been prepared on other than. going concern basis.
Accordingly, the assets have been stated at the lower of their historic cost and estimated
net realisable value and the liabilities have been stated at the values at which they are
expected to be discharged

The· Company issued a VSS circular on 31 May, 2016 to all its employees and having evaluated the response from employees subsequently revised the scheme on 5 September, 2016, 28 October 2016, 9 March, 2017, 15 May, 2017 and 23 March, 2018. The Company, post expiry of the revised VSS, had reviewed the remaining provision against the expenditure, and has considered the balance amount to be adequate to meet the present obligation and probable outflow to settle the current obligation.

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 is registered with
BIFR on 23 March, 2016: Meanwhile, the Ministry of Finance issued Notifications S.O.
3568 (E ) & S.O. 3569 (E ) dated 25 November, 2016 to the effect that SICA has been
repealed with effect from 1 December, 2016 and all the references or inquiry pending
before the BIFR and/ or AAIFR shall stand abated.

The Board of Directors at their meeting held on July 03, 2017 had decided to refer the
Company to the National Company Law Tribunal under Section 10 of the Insolvency and
Bankruptcy Code, 2016 for initiation of Corporate Insolvency Resolution Process (CIRP).
Subsequently, on 13 July, 2017, the Company has filed relevant application before the
National Company Law Tribunal, 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 Tribunal, Kolkata under Section 9 of the
Insolvency and Bankruptcy Code (IBC), 2016 seeking initiation of CIRP. Both appeals
were rejected by the Tribunal. The Company and the workers had separately filed appeal
before the National Company Law Appellate Tribunal against the rejection order passed by
the Tribunal. The Appellate Tribunal allowed the appeal filed by the Company and the
Workers. However, it has directed the Tribunal at Kolkata to admit the appeal filed by the
Workers. Another operational creditor has also filed application u/s 9 of the IBC 2016.
The order of the Tribunal is awaited.

3. The Board of Directors at their meeting held on September 05, 2016 had decided "to close the operations of the Company. Accordingly, on September 06, 2016 the Company has filed closure application U/s 25-0 of the Industrial Disputes Act, 194 7 with the State
Government Authorities, which was rejected on 27 October, 2016. The Company has filed
a Writ Petition before the Honourable Jharkhand High Court against the rejection order.
The matter is sub-judice.

4. During nine months ended 31 December, 2018, the Company has allotted 3,00,000, 8.00% Non-Cumulative Redeemable Preference Shares aggregating to Rs; 300.00 lakhs to Tata Steel Limited, the promoter of the Company on preferential basis.

5. Other Expenses includes Rs. 177 lakhs being amount claimed by customers for nonperformance of contracts for nine ended on December 31, 2018.(NIL for the current quarter)

6. The above financial results were reviewed by the audit committee at their meeting held on January 10, 2019 and approved and taken on record by the Board of Directors of the
Company at their meeting held on January 10, 2019.

K Shankar Marar