Directors Report of Rajasthan Tube Manufacturing Company Ltd.

Mar 31, 2025

Your directors have pleasure in presenting their 39^thannual report on the businesses and operations of your company together with audited statement of accounts for the year ended on 31st march, 2025.

1. FINANCIAL PERFORMANCE & HIGHLIGHTS:

The standalone financial statements of the year ended march 31,2025 have been prepared in accordance with the indian accounting standards (ind as) notified under section 133 of the companies act,2013 read with companies (accounts) rules,2014.

	FOR THE YEAR ENDED ON 31.03.2025 (RS. IN LACS)	FOR THE YEAR ENDED ON 31.03.2024 (RS. IN LACS)
TOTAL SALES	5634.08	9490.90
OTHER INCOME	9.02	0.81
TOTAL INCOME	5643.10	9491.71
PROFIT/(LOSS) BEFORE INTEREST &	187.27	220.91
DEPRECIATION
INTEREST	125.81	133.60
PROFIT/(LOSS) BEFORE DEPRECIATION	61.46	87.31
DEPRECIATION	10.73	10.01
PROFIT/ (NET LOSS) BEFORE	50.73	77.30
TAXATION
PROVISION FOR TAXATION	2.00	5.00
DEFERRED TAX (NET)	0.00	0.00
PROFIT/ (NET LOSS) AFTER	48.73	72.30
TAXATION
BALANCE BROUGHT FORWARD FROM PREVIOUS YEAR	133.35	61.05
PROFIT AVAILABLE FOR APPROPRIATION	182.08	133.35
BALANCE CARRIED TO BALANCE SHEET	182.08	133.35

2. OPERATIONAL REVIEW AND STATE OF COMPANY''S AFFAIR:

The company is mainly engaged in the business of manufacturing of erw steel tubes. the financial performance of the company has been declined marginally since the previous financial year. during the year under review, the sales and other income decreased to Rs.5634.08 lacs as compared to Rs. Rs.9490.90 lacs in the previous year. the profit during the year is Rs. 48.73 lacs as compared to a profit of Rs. 72.30 lacs in the previous year.

3. AMOUNT TRANSFER TO RESERVES:

In view of the insufficient profits, the board of directors does not appropriate any amount to be transferred to general reserves during the year under review.

4. DIVIDEND:

The board of directors has not recommended any dividend for the financial year.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EUDCATION AND PROTECTION FUND:

The provision of section 125 (2) of the companies act, 2013 do not apply as there was no dividend declared and paid last year.

6. CHANGE IN THE NATURE OF BUSINESS:

In pursuance to rule 8 (5) of the companies (accounts)rules, 2014, there is no change in the nature of business in the year under review.

7. MATERIAL CHANGES & COMMITMENTS:

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this board''s report.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

In pursuance to rule 8 (5) (vii) of the companies (accounts)rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and company''s operation in future.

9. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has in place, adequate internal financial controls as referred in section 134(5)(e) of the companies act, 2013. for the year ended march 31, 2025 the board is of the opinion that the company had sound internal financial controls commensurate with the size and nature of its operations and are operating effectively and no reportable material weakness was observed in the system during the year. the internal control framework is designed to ensure proper safeguarding of assets, maintaining proper accounting records and providing reliable financial information and other data. this system is reviews by the management and documented policies, guidelines and procedures. the company has a well-defined organizational structure, authority levels, internal rules and guidelines for conducting business transactions. the company intends to undertake further measures as necessary in line with its intent to adhere to the procedures, guidelines and regulations, as applicable, in transparent manner.

10. DETAILS / FINANCIAL POSITION OF SUBSIDIARY / JOINT VENTURE/ ASSOCIATE COMPANY:

The company does not have any subsidiary/associate or joint venture.

11. DEPOSITS:

During the year under review, your company has not accepted any deposit within the meaning of section 73 and 74 of the companies act, 2013, read with the companies (acceptance of deposits) rule, 2014. there are no outstanding deposits as on 31st march, 2025.

12. CAPITAL STRUCTURE:

The paid-up equity share capital as on 31^st march, 2025 was rs.45078000. during the year under review, the company has neither issued shares with differential voting rights, nor granted stock options and sweat equity. as on march 31, 2025, none of the directors of the company hold any convertible instruments of the company.

The company sub-divided equity shares from the face value of ? 10/- per share to ? 1/- per share with effect from 8^th May, 2025

1	PRE AND POST SHARE	TYPE OF CAPITAL	PRE-SPLIT SHARE CAPITAL STRUCTURE			POST-SPLIT SHARE CAPITAL STRUCTURE
	CAPITAL AND NUMBER OF SHARES OF		NO. OF EQUIT Y SHARES	FACE VALU E (?)	TOTAL SHARE CAPITAL (?)	NO. OF EQUITY SHARES	FACE VALU E (?)	TOTAL SHAR CAPITAL (?)
	EACH CLASS AUTHORIZE D, PAID-UP	AUTHORISE D SHARE CAPITAL	80,00,000	10	8,00,00,00 0	8,00,00,00 0	1	8,00,00,00 0
	AND SUBSCRIBED	ISSUED, SUBSCRIBED AND PAID-UP CAPITAL	45,07,800	10	4,50,78,00 0	4,50,78,00 0	1	4,50,78,00 0

13. ANNUAL RETURN:

Pursuant to section 134(3)(a) and section 92(3) of the companies act, 2013 read with rule 12(1) of the companies (management and administration) rules, 2014 as amended from time to time, the annual return of the company for financial year 2024-25 is available on the company''s website at web link https://www.rajtube.com

14. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of securities exchange board of india (prohibition of insider trading) regulations, 2015, the board has adopted a code of conduct to regulate, monitor and report trading by designated persons and code of practices and procedures for fair disclosure of unpublished price sensitive information to preserve the confidentiality of price sensitive information to prevent misuse thereof and regulate trading by designated persons. the code of practices and procedures for fair disclosure of unpublished price sensitive information is also available on the company''s website, i.e.,www.rajtube.com

15. COMPLIANCE OF SECRETARIAL STANDARDS:

During the year, the company has complied with all applicable secretarial standards issued by the institute of company secretaries of india and approved by the central government under section 118(10) of the act.

16. DIRECTORS AND KEY MENERGRIAL PERSONNEL:

(i) RETIRE BY ROTATION

The independent directors hold office for a fixed period of five years from the date of their appointment and are not liable to retire by rotation. out of the remaining non-executive/ non-independent directors, in accordance with the provisions of the companies act and the articles of association of the company, ms. rajshree jain (din: 06934858) being longest in office retire by rotation and being eligible, offer his candidature for reappointment as director.

(ii) INDEPENDENT DIRECTORS AND THEIR DECLARATION OF INDEPENDENCE

The independent directors have submitted the declaration of independence, as required under section 149(7) of the companies act, 2013, stating that they meet the criteria of independence as provided in section 149(6) of the companies act, 2013 and regulation 16(1)(b) of sebi (listing obligations and disclosure requirements) regulations, 2015 (''the listing regulations'') as amended from time to time.

The board is of the opinion that the independent directors of the company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as independent directors.

In terms of rule 6 of companies (appointment and qualification of directors) rules, 2014, all the independent directors of the company have already enrolled their names with the data bank maintained by the indian institute of corporate affairs ["iica"] as prescribed by the ministry of corporate affairs under the relevant rules and submitted the exemption letter from the online proficiency self-assessment test as prescribed under the said relevant rules.

A formal letter of appointment to independent directors as provided in act has been issued and the draft of the same is available on website of the company viz.www.raitube.com

(iii) COMPOSITION OF BOARD OF DIRECTOR AS ON 31ST MARCH 2025 AND CHANGES DURING THE YEAR

The board of the company as on march 31, 2025 consist of 6 directors out of which 4 are independent directors, one is managing director and one is non executive director.

(iv)CHANGES IN THE COMPOSITION OF KEY MANAGERIAL PERSONNEL (OTHER THAN BOARD OF DIRECTORS):

Pursuant to the provisions of section 203 of the companies act, 2013 the key managerial personnel of the company are mr. harish chand jain (managing director) mr. pradeep jain (chief financial officer) and ms.monika soni (company secretary).

there is no change in key managerial personnel during the year

17. FAMILIARIZATION OF INDEPENDENT DIRECTOR:

Your company has familiarized the independent directors, with regard to their roles, rights, responsibilities, nature of the industry in which your company operates, the business model of your company etc. the familiarization programme was imparted to the independent directors during the meetings of the board of directors.

the familiarization programme for independent directors is uploaded on the website of your company, and is accessible at:http://raitube.com/data/familarization %202021.pdf

18. LOAN FROM DIRECTOR:

Your company has taken unsecured loan from mr. harish chand jain, managing director of the company in earlier years and there was no outstanding balanceas on 31^st March, 2025. Mr. harish chand jain, managing director of the company has submitted declaration to the company that these funds are given of his own funds and not being given out of borrowed funds or by accepting loans and deposits from others.

19. BOARD EVALUATION:

In terms of the requirements of the act and listing regulations, the board carried out the annual performance evaluation of the board as a whole, board committees and the individual directors.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc. The objective of this evaluation process is constructive improvement in the effectiveness of board, maximize its strengths and tackle weaknesses, if there are any.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee ("nrc") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

Independent directors, in their separate meeting, reviewed and evaluate the performance of nonindependent directors, board as a whole, managing director and the chairman, taking into account the views of executive directors and non-executive directors.

Performance evaluation of independent directors is done by the entire board of directors (excluding the directors being evaluated).

20. NOMINATION AND REMUNERATION POLICY:

Matching the needs of the company and enhancing the competencies of the board are the basis for the nomination and remuneration committee to select a candidate for appointment to the board. the current policy is to have a balance mix of executive and non-executive independent directors to maintain the independence of the board, and separate its function of governance and management. the nomination and remuneration policy of the company, containing selection and remuneration criteria of directors, senior management personnel and performance evaluation of directors/board/ committees/chairman.

As at 31 march, 2025, the board of directors comprises of 6 directors out of which 5 are non-executive and 1 is executive including 1 women director. the number of independent directors is 4. the policy has been duly approved and adopted by the board, pursuant to the recommendations of the nomination,

remuneration committee of the board. the detailed nomination and remuneration policy of the company is posted on the website of the

companyhttp://rajtube.com/data/nomina lion % 20& % 20rem unera lion % 20% 20policy%20(a mended % 200 1.04.2019.pdfduring the financial year, no changes were made in the policy.

21. CODE OF CONDUCT:

The company has laid down a code of conduct for the members of the board and senior management personnel of the company. the code of conduct has been posted on the company''s website, i.e.,www.rajtube.com. the code of conduct has been circulated to all the members of the board and senior management personnel and they have affirmed their compliance with the said code of conduct for the financial year ended 31st march, 2025. a declaration to this effect, signed by mr. harish chand jain, managing director of the company, is appended at the end of this report.

22. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

In compliance with the sexual harassment of women at workplace (prevention, prohibition, and redressal) act, 2013, your company has constituted an ''internal complaints committee'' (''committee''). the company has in place a policy for prevention of sexual harassment at workplace as per requirement of the sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013. the detailed policy is available at http://rajtube.com/data/anti%20sexual%20harassment%20policy.pdf.

During the year under review, the company has not received any complaint pertaining to sexual harassment.

24. COMMITTEES OF THE BOARD:

The company''s governance structure is based on the principles of freedom to the executive management within a given framework to ensure that the powers vested in the executive management are exercised with due care and responsibility so as to meet the expectation of all the stakeholders. in line with these principles and the companies act, 2013, the company has formed following three committees of directors which are focused on financial reporting, audit & internal controls, compliance issues, appointment and remuneration of directors and senior management employees and the risk management framework.

> AUDIT COMMITTEE:

The audit committee of the company is constituted in line with the provisions of regulation 18 of the sebi (listing obligations and disclosure requirements) regulations, 2015 read with section 177 of the act. the audit committee comprises three (3) directors namely Mr. chandra prakash khunteta(chairman), Mr. anuj jain and smt. rajshree jain as other members.

all the members of the committee possess sound knowledge of accounts, audit, finance, internal control etc. BROAD TERMS OF REFERENCE

The terms of reference of the audit committee are in accordance with the provisions of section 177 of the companies act, 2013 and the listing regulations. its inter-alia includes the following:

a) the recommendation for appointment, remuneration and terms of appointment of auditors of the company;

b) review and monitor the auditor''s independence and performance, and effectiveness of audit process;

c) examination of the financial statement and the auditors'' report thereon;

d) approval or any subsequent modification of transactions of the company with related parties;

e) scrutiny of inter-corporate loans and investments;

f) valuation of undertakings or assets of the company, wherever it is necessary;

g) evaluation of internal financial controls and risk management systems;

h) monitoring the end use of funds raised through public offers and related matters.

During the year 2024-25, 7 (seven) meetings of audit committee were held and not more than 120 days lapsed between two consecutive meetings of the audit committee. the dates on which the said meetings were held:

29^th MAY, 2024; 13^th AUGUST, 2024; 09^THNOVEMBER, 2024; 18^th JANUARY, 2025 ; 11^th FEBRUARY, 2025 ; 17^th FEBRUARY,2025 AND 5^th MARCH, 2025.

The board has accepted all the recommendations made by the audit committee during the year under review.

> NOMINATION & REMUNERATION COMMITTEE:

The nomination & remuneration committee comprises three (3) directors namely Mr. chandra prakash khunteta (chairman), smt. rajshree jain and Mr. anuj jain as other members.

TERMS OF REFERENCE:

The committee is empowered to:

a) formulate criteria for determining qualifications, positive attributes and independence of directors and evaluating the performance of the board of directors;

b) identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down in this policy and to carry out evaluation of every director''s performance.

c) recommend to the board the appointment and removal of directors and senior management and policy relating to remuneration for directors, key managerial personnel and senior management.

d) ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

e) devise a policy on board diversity.

f) to carry out any other function as is mandated by the board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

During the financial year 2024-05 (7) seven meeting of nomination and remuneration committee were held. the dates on which the said meetings were held:

29^th MAY, 2024; 13^th AUGUST, 2024; 09^THNOVEMBER, 2024; 18^th JANUARY, 2025 ; 11^th FEBRUARY, 2025 ; 17^th FEBRUARY,2025 AND 5^th MARCH, 2025

> STAKEHOLDER RELATIONSHIP COMMITTEE:

The stakeholders relationship committee is entrusted with the responsibility of addressing the shareholders"/ investors" complaints with respect to transfer, transmission of shares, duplicate issuance of share certificate, non-receipt of annual report, non-receipt of dividend etc.

The stakeholders relationship committee consists of three members and all are non-executive directors including the chairman of the committee. Mr. Mahendra kumar jain is the chairman of the committee.

25. MEETING OF MEMBERS:

The members of the company met two times during the financial year 2024-05 on 28^th September, 2024 (agm )and 29^th march, 2025 (eogm) in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the minutes book maintained by the company.

26. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of csr are not applicable to the company for the financial year 2024-25 as the company does not fall under the provisions of section 135 of the companies act, 2013.

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The company has a vigil mechanism policy to deal with instance of fraud and mismanagement, if any. The policy has a systematic mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or policy. The detail of the policy is posted on the website of the company web link for the same is http://rajtube.com/data/blower.pdf

During the year under review, the company has not received any complaint under this policy.

28. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES U/S 186:

There is no outstanding loan & guarantee at the year-end as prescribed under section 186 of the companies act, 2013. The company has not made any investment during the year as prescribed under section 186 of the companies act, 2013.the details of investments held as on 31.03.2025 are given in financial statements.

29. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the financial year ended march 31, 2025, all the contracts or arrangements or transactions entered into by the company with the related parties were in the ordinary course of business and on ''arm''s length'' basis and were in compliance with the applicable provisions of the companies act, 2013 read with regulation 23 of sebi (lodr), 2015.further, the company has not entered into any contract or arrangement or transaction with the related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

The board of directors of the company, as per the provisions of regulation 23 of the listing regulations, has formulated a policy on material related party transactions. The said policy is available on the website of the company i.e. www.rajtube.com. Form no. Aoc-2 which forms part of the board''s report is annexed herewith as annexure - ii.

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 this report & annual accounts 2024-25.

30. AUDITORS:

• STATUTORY AUDITORS:

M/S GIRIRAJ & LOHIYA, CHARTERED ACCOUNTANTS were appointed as statutory auditors of the company, to hold office from the conclusion of 35^th annual general meeting held on 25^th september,2021 resigned from the office of statutory auditors on dated 20^th june, 2025

M/S. UCC & ASSOCIATES LLP, chartered accountants appointed as statutory auditors of the company, to hold office from the conclusion of 39^th annual general meeting until the conclusion of 44th annual general meeting to be held in the year 2029-30.

• AUDITOR''S REPORT:

The auditor''s report to the members on the accounts of the company for the financial year ended 31^st march,2025 does not contain any qualification, reservations or adverse remarks. The notes to the accounts referred to in the auditors report are self-explanatory and therefore do not call for any further explanation.

• REPORTING OF FRAUD BY AUDITORS:

As specified under section 143 (12) of companies act, 2013 including any statutory amendments or modifications, if any, the auditor of the company has not reported any fraud in the course of the performance of his duties as auditor.

• COST RECORDS AND COST AUDITOR:

Pursuant to the provisions of section 148(2) of the companies act,2013 read with companies (cost records and audit) rules,2014, the board of directors of the company has on the recommendation of audit committee approved the re-appointment of m/s m. Goyal & company (firm registration no. 000051), cost accountants as the cost auditors of the company for the year ending march 31, 2026. The remuneration proposed to be paid to the cost auditor requires ratification in terms of section 148 read with rule 14 of the companies (audit & auditors) rules, 2014 and is accordingly forms part of the notice convening the agm.

• SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the companies act, 2013 and the companies (appointment and remuneration of managerial personnel) rules, 2014 the company has appointed ms. Khushbu kanwar, company secretary in whole time practice, to undertake the secretarial audit of the company for the financial year 2024-25. The secretarial audit report is annexed to this report as annexure-iii. The secretarial audit report is self-explanatory and does not contain any qualification, reservation or adverse remark.

31. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) CONSERVATION OF ENERGY:

The information pursuant to sub-section 3(m) of section 134 of the companies act, 2013 read with the companies (accounts) rules, 2014 is either nil or not applicable. However, the company is conscious about its responsibility to conserve energy, power and other energy resources wherever applicable.

b) TECHNOLOGY ABSORPTION:

Your company has not imported any technology in the year under review.

c) FOREIGN EXCHANGE EARNING & OUTGO:

There was no inflow and outflow of foreign exchange during the year.

32. MANAGERIAL REMUNERATION/PARTICULARS OF EMPLOYEES:

A. The information required under section 197 of the act read with rule 5(1) of the companies (appointment and remuneration of managerial personnel) rules, 2014 are given below:

I.The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

REMUNERATION PAID TO MANAGING DIRECTOR:

NAME OF DESIGNATION RATIO TO MEDIAN % INCREASE / (DECREASE) IN DIRECTORS REMUNERATION REMUNERATION

MR. HARISH MANAGING 4.05 NIL

CHAND JAIN* DIRECTOR

*BASED ON ANNUALIZED REMUNERATION EXCLUDING SITTING FEES DURING THE FINANCIAL YEAR 2024-25.

Non- executive directors are only being paid sitting fees. They do not draw any remuneration.

II. the remuneration of cfo and cs is revised in relevant financial year.

REMUNERATION PAID TO KMPS:

NAME OF KMP DESIGNATION RATIO TO MEDIAN % INCREASE / (DECREASE) REMUNERATION IN REMUNERATION
MR. PRADEEP JAIN CFO	10.19	NIL
MS. MONIKA SONI CS	1.61	NIL
*ANNUALIZED III.The percentage increase in the median remuneration of employees in the financial year:
MEDIAN REMUNERATION AT THE END OF F.Y. 2023-24	MEDIAN REMUNERATION AT THE END OF F.Y. 202425	% INCREASE/DECREASE IN THE MEDIAN REMUNERATION OF EMPLOYEES
213089	177419	(0.167%)

*While calculating median remuneration, remuneration of only those employees is considered who were in employment for the complete financial year 2024-25.

IV. The number of permanent employees on the payroll of the company at the end of the relevant financial year: 13

V. There is no variable component of remuneration availed by directors in the relevant financial year.

VI.The company affirms the remuneration is as per the remuneration policy of the company.

VII.None of the directors of the company (md or wtd) receives any commission from company.

VIII. 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, THERE IS NO EMPLOYEE WHO IS DRAWING REMUNERATION IN EXCESS OF THE LIMITS SET OUT IN THE SAID RULES.

33. CORPORATE GOVERNANCE:

The company is committed to maintain the highest standard of corporate governance and adhere to the corporate governance requirement as set out by sebi. As regards to the corporate governance report as specified in para c of schedule v of sebi (listing obligations and disclosure requirements) regulations 2015, the same is not applicable to the company as the equity share capital of the company is less than rs. 10 crore and net worth is less than rs. 25 crores.

34. MANAGEMENT DISCUSSION AND ANALYSIS:

As required under regulation 34 of the sebi (listing obligations and disclosure requirements) regulations, 2015, the management discussion and analysis report for the year under review is enclosed as annexure-i to this report.

35. MD/CFO CERTIFICATION:

The managing director & cfo of your company have issued necessary certificate pursuant to the provisions of regulation 17(8) of the listing regulations and the same forms part of this annual report.

36. COMPLIANCE CERTIFICATE:

The compliance certificate on the financial statements for the financial year ended 31st march, 2025 is enclosed at the end of this report.

37. RISK MANAGEMENT POLICY:

Pursuant to the requirement of companies act, 2013 and of listing regulations, the company has a robust enterprise risk management framework to identify, evaluate business risk & opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the company''s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a company level

38. INSURANCE:

The property and assets of the company are adequately financed.

39. DIRECTORS’ RESPONSIBILITY STATEMENT:

In pursuant to section 134(5) of the companies act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the year ended march 31, 2025, the applicable accounting standards read with requirements set out under schedule iii to the act, have been followed with proper explanation relating to material departures.

b) The directors 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 as at march 31, 2025 and of the profits of the company for the year ended on that date;

c) The directors have 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;

d) The directors have prepared the annual accounts on a ''going concern'' basis;

e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

40. LISTING OF SHARES:

The shares of the company are listed on the bombay stock exchange limited. The company has paid annual listing fees for the financial year 2024-25.

41. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the company under the insolvency bankruptcy code 2016.

42. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.

43. OTHER DISCLOSURES AND REPORTING:

Your directors state that no disclosure or reporting is required with respect to the following items as there were no transactions on these items during the year under review:

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

2. Issue of shares (including sweat equity shares) to employees of the company under any scheme save and except esos referred to in this report.

3. Any remuneration or commission received by managing director of the company from any of its subsidiaries: not applicable

44. ACKNOWLEDGEMENTS:

Your directors are grateful to the government authorities, financial institutions, bankers, business constituents for their continued co-operation and timely support to the company.

Your directors also express their deep appreciation for the devoted services by workers, staff and executives at all levels of operations in achieving the results for the year.industrial relations continued to remain happy and cordial.

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Mar 31, 2024

Your directors have pleasure in presenting their 38^thAnnual Report on the businesses and operations of your company together with audited statement of accounts for the year ended on 31st March, 2024.

1. FINANCIAL PERFORMANCE & HIGHLIGHTS:

The Standalone financial statements of the year ended March 31,2024 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act,2013 read with Companies (Accounts) Rules,2014.

	For the year ended on 31.03.2024 (Rs. In Lacs)	For the year ended on 31.03.2023 (Rs. In Lacs)
Total Sales	9490.90	9988.43
Other Income	0.81	2.36
Total Income	9491.71	9990.79
Profii/(Loss) before Interest &	220.91	237.87
Depreciation
Interest	133.60	126.84
Profit/(Loss) before depreciation	87.31	111.03
Depreciation	10.01	7.43
Profit/ (Net Loss) before Taxation	77.30	103.60
Provision for Taxation	5.00	8.00
Deferred Tax (Net)	0.00	0.00
Profit/ (Net Loss) after Taxation	72.30	95.60
Balance brought forward from previous year	61.05	(34.55)
Profit available for appropriation	133.35	61.05
Balance carried to Balance Sheet	133.35	61.05

2. OPERATIONAL REVIEW AND STATE OF COMPANY''S AFFAIR:

The Company is mainly engaged in the business of manufacturing of ERW Steel Tubes. The financial performance of the company has been declined marginally since the previous financial year. During the year under review, the sales and other income decreased to Rs.9490.90 Lacs as compared to Rs. 9988.43 Lacs in the previous year. The profit during the year is Rs. 72.30 lacs as compared to A profit of Rs. 95.60 lacs in the previous year.

3. AMOUNT TRANSFER TO RESERVES:

In view of the insufficient profits, The Board of Directors does not appropriate any amount to be transferred to General Reserves during the year under review.

4. DIVIDEND:

The board of directors has not recommended any dividend for the financial year.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EUDCATION AND PROTECTION FUND:

The provision of section 125 (2) of the companies Act, 2013 do not apply as there was no dividend declared and paid last year.

6. CHANGE IN THE NATURE OF BUSINESS:

In pursuance to Rule 8 (5) of the Companies (Accounts)Rules, 2014, there is no change in the nature of business in the year under review.

7. MATERIAL CHANGES & COMMITMENTS:

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Board''s Report.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts)Rules, 2014, No significant or material orders were passed by the Regulators or courts or tribunals which impact the going concern status and company''s operation in future.

9. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place, adequate internal financial controls as referred in Section 134(5)(e) of the Companies Act, 2013. For the year ended March 31, 2024 the Board is of the opinion that the Company had sound Internal Financial Controls commensurate with the size and nature of its operations and are operating effectively and no reportable material weakness was observed in the system during the year. The internal control framework is designed to ensure proper safeguarding of assets, maintaining proper accounting records and providing reliable financial information and other data. This system is reviews by the management and documented policies, guidelines and procedures. The Company has a well-defined organizational structure, authority levels, internal rules and guidelines for conducting business transactions. The Company intends to undertake further measures as necessary in line with its intent to adhere to the procedures, guidelines and regulations, as applicable, in transparent manner.

10. DETAILS / FINANCIAL POSITION OF SUBSIDIARY / JOINT VENTURE/ ASSOCIATE COMPANY:

The company does not have any Subsidiary/Associate or Joint Venture.

11. DEPOSITS:

During the year under review, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rule, 2014. There are no outstanding deposits as on 31st March, 2024.

12. CAPITAL STRUCTURE:

There was no change in the Company''s share capital during the year under audit. The paid-up equity share capital as on 31^st March, 2024 was Rs.44998500. During the year under review, the company has neither issued

shares with differential voting rights, nor granted stock options and sweat equity. As on March 31, 2024, none of the Directors of the company hold any convertible instruments of the company.

13. ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company for Financial Year 2023-24 is available on the Company''s website at web linkhttps://www.rajtube.com

14. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board has adopted a code of conduct to regulate, monitor and report trading by Designated Persons and code of practices and procedures for fair disclosure of unpublished price sensitive information to preserve the confidentiality of price sensitive information to prevent misuse thereof and regulate trading by designated persons. The code of practices and procedures for fair disclosure of unpublished price sensitive information is also available on the Company''s website, i.e.,www.rajtube.com

15. COMPLIANCE OF SECRETARIAL STANDARDS:

During the year, the Company has complied with all applicable secretarial standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

16. DIRECTORS AND KEY MENERGRIAL PERSONNEL:

(i) Retire by Rotation

The Independent Directors hold office for a fixed period of five years from the date of their appointment and are not liable to retire by rotation. Out of the remaining Non-Executive/ Non-Independent Directors, in accordance with the provisions of the Companies Act and the Articles of Association of the Company, Ms. Rajshree Jain (DIN: 06934858) being longest in office retire by rotation and being eligible, offer his candidature for reappointment as Director.

(ii) Independent Directors and their Declaration of Independence

The Independent Directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''the Listing Regulations'') as amended from time to time.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

In terms of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have already enrolled their names with the data bank maintained by the Indian Institute of Corporate Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairs under the relevant rules and submitted the exemption letter from the online proficiency self-assessment test as prescribed under the said relevant rules.

A formal letter of appointment to Independent Directors as provided in Act has been issued and the draft of the same is available on website of the Company viz.www.raitube.com

(iii)Composition of Board of Director as on 31st March 2024 and changes during the year

The Board of the Company as on March 31, 2024 consist of 4 directors out of which 2 are

Independent directors, one is Managing Director and One is Non Executive director.

There are changes in composition of Board og directors during the year 2024-2025

S.No.	Name of director	Designation	Nature of change	Date of change
1	Mr. Mahendra Kumar Jain	Non-Executive Independent Director	cessation	31st August, 2024
2	Mr. Anui Jain	Non-Executive Independent Director (additional )	appointment	31st August, 2024

(iv)Changes in the composition of Key Managerial Personnel (other than Board of Directors):

Pursuant to the Provisions of Section 203 of the companies Act, 2013 the Key Managerial Personnel of the company are Mr. Harish Chand Jain (Managing Director) Mr. Pradeep Jain (Chief Financial Officer) and Ms.Monika Soni (Company Secretary).

there is no change in key managerial personnel during the year

17. FAMILIARIZATION OF INDEPENDENT DIRECTOR:

Your Company has familiarized the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc. The Familiarization Programme was imparted to the Independent Directors during the meetings of the Board of Directors.

The Familiarization Programme for Independent Directors is uploaded on the website of your Company, and is accessible at:http://raitube.com/data/FAMILARIZATION %202021.pdf

18. LOAN FROM DIRECTOR:

Your company has taken unsecured loan from Mr. Harish Chand Jain, Managing Director of the company in earlier years and outstanding balance at the 31^st March, 2024 is Rs.0.45 lacs. Mr. Harish Chand Jain, Managing Director of the company has submitted declaration to the company that these funds are given of his own funds and not being given out of borrowed funds or by accepting loans and deposits from others.

19. BOARD EVALUATION:

In terms of the requirements of the Act and Listing Regulations, the Board carried out the annual performance evaluation of the Board as a whole, Board Committees and the individual Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc. The obiective of this evaluation process is constructive improvement in the effectiveness of Board, maximize its strengths and tackle weaknesses, if there are any.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings,

etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

Independent Directors, in their separate meeting, reviewed and evaluate the performance of non-independent directors, board as a whole, Managing Director and the Chairman, taking into account the views of executive directors and non-executive directors.

Performance evaluation of Independent Directors is done by the entire board of Directors (excluding the directors being evaluated).

20. NOMINATION AND REMUNERATION POLICY:

Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board. The current policy is to have a balance mix of executive and non-executive Independent Directors to maintain the Independence of the Board, and separate its function of governance and management. The Nomination and Remuneration Policy of the Company, containing selection and remuneration criteria of Directors, senior management personnel and performance evaluation of Directors/Board/ Committees/Chairman.

As at 31 March, 2024, the Board of Directors comprises of 4 Directors out of which 3 are non-executive and 1 is executive including 1 women Director. The number of Independent Directors is 2, which is one half of the total numbers of Directors. The policy has been duly approved and adopted by the Board, pursuant to the recommendations of the Nomination, Remuneration Committee of the Board. The detailed Nomination and Remuneration Policy of the Company is posted on the website of the Companyhttp://rajtube.com/data/Nomination%20&%20Remuneration%20%20Policy%20(amended%2001.04 .2019.pdfduring the financial year, no changes were made in the Policy.

21. CODE OF CONDUCT:

The Company has laid down a code of conduct for the members of the Board and senior management personnel of the Company. The code of conduct has been posted on the Company''s website, i.e.,www.rajtube.com. The code of conduct has been circulated to all the members of the Board and senior management personnel and they have affirmed their compliance with the said code of conduct for the financial year ended 31st March, 2024. A declaration to this effect, signed by Mr. Harish Chand Jain, Managing Director of the Company, is appended at the end of this report.

22. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

In Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, your Company has constituted an ''Internal Complaints Committee'' (''Committee''). The Company has in place a Policy for Prevention of Sexual Harassment at Workplace as per requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The detailed policy is available at http://rajtube.com/data/Anti%20Sexual%20harassment%20Policy.pdf.

During the year under review, the Company has not received any complaint pertaining to sexual harassment.

23. BOARD MEETINGS:

During the financial year 2023-24, following meetings were convened: ? Board Meetings

S. No.	Date of Board Meeting	Board''s Strength	No. of Directors Present
1.	27/05/2023	4	4
2.	12/08/2023	4	4
3.	26/08/2023	4	4
4.	10/11/2023	4	4
5.	10/02/2024	4	4

Attendance records of the Directors at the Board Meetings during the year ended on 31st March, 2024 and at the last AGM is as under:

Name of Directors	No. of Board No. of Board Meetings held Meetings entitle to attend		No. of Board Meeting attend	Attendance at last AGM Dated 23/09/2023
Harish Chand Jain	05	05	05	Yes
Rajshree Jain	05	05	05	Yes
Mahendra Kumar Jain	05	05	05	Yes
Chandra Prakash Khunteta	05	05	05	Yes

24. COMMITTEES OF THE BOARD:

The Company''s governance structure is based on the principles of freedom to the executive management within a given framework to ensure that the powers vested in the executive management are exercised with due care and responsibility so as to meet the expectation of all the stakeholders. In line with these principles and the Companies Act, 2013, the Company has formed following three Committees of Directors which are focused on financial reporting, audit & internal controls, compliance issues, appointment and remuneration of Directors and Senior Management Employees and the risk management framework.

> AUDIT COMMITTEE:

The audit committee of the Company is constituted in line with the provisions of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Act. The Audit Committee comprises three (3) Directors namely Shri Chandra Prakash Khunteta(Chairman), Shri Mahendra Kumar Jain and Smt. Rajshree Jain as other members.

All the members of the committee possess sound knowledge of Accounts, Audit, Finance, Internal Control etc.

BROAD TERMS OF REFERENCE

The terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and the Listing Regulations. Its inter-alia includes the following:

a) The recommendation for appointment, remuneration and terms of appointment of auditors of the company;

b) Review and monitor the auditor''s independence and performance, and effectiveness of audit process;

c) Examination of the financial statement and the auditors'' report thereon;

d) Approval or any subsequent modification of transactions of the company with related parties;

e) Scrutiny of inter-corporate loans and investments;

f) Valuation of undertakings or assets of the company, wherever it is necessary;

g) Evaluation of internal financial controls and risk management systems;

h) Monitoring the end use of funds raised through public offers and related matters.

During the year 2023-24, 5 (Five) meetings of Audit Committee were held and not more than 120 days lapsed between two consecutive meetings of the Audit Committee. The dates on which the said meetings were held:

27^th May, 2023; 12^th August, 2023; 26th august, 2023; 10^thNovember, 2023; and 10^th February, 2024.

All the Members of the Committee were present at all the meetings.

The Board has accepted all the recommendations made by the Audit Committee during the year under review.

> NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee comprises three (3) Directors namely Shri Chandra Prakash Khunteta (Chairman), Smt. Rajshree Jain and Shri Mahendra Kumar Jain as other members.

TERMS OF REFERENCE:

The Committee is empowered to:

a) Formulate criteria for determining qualifications, positive attributes and independence of Directors and evaluating the performance of the Board of Directors;

b) Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy and to carry out evaluation of every Director''s performance.

c) Recommend to the Board the appointment and removal of Directors and Senior Management and policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

d) Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

e) Devise a policy on Board diversity.

f) To carry out any other function as is mandated by the Board from time to time and /or enforced by any statutory notification, amendment or modification, as may be applicable.

During the Financial year 2023-24 (4) Four meeting of Nomination and Remuneration Committee were held. The dates on which the said meetings were held:

27^th May, 2023; 26^th August, 2023; 10^thNovember, 2023; and 10^th February, 2024.

All the Members of the Committee were present at all the meetings.

> STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is entrusted with the responsibility of addressing the shareholders"/ investors" complaints with respect to transfer, transmission of shares, duplicate issuance of share certificate, non-receipt of Annual Report, non-receipt of dividend etc.

The Stakeholders Relationship Committee consists of three members and all are Non-Executive Directors including the Chairman of the Committee. Mr. Mahendra Kumar Jain is the Chairman of the Committee.

25. MEETING OF MEMBERS:

The members of the company met once during the financial year 2023-24 on 23^th September, 2023 on Annual General Meeting of the Company in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes Book maintained by the Company.

26. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of CSR are not applicable to the company for the Financial Year 2023-24 as the company does not fall under the provisions of Section 135 of the Companies Act, 2013.

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The company has a vigil mechanism policy to deal with instance of fraud and mismanagement, if any. The policy has a systematic mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or policy. The detail of the policy is posted on the website of the company web link for the same is http://rajtube.com/data/blower.pdf

During the year under review, the Company has not received any complaint under this policy.

28. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES U/S 186:

There is no outstanding loan & guarantee at the year-end as prescribed under section 186 of the Companies Act, 2013. The company has not made any investment during the year as prescribed under section 186 of the Companies Act, 2013.The details of investments held as on 31.03.2024 are given in Financial Statements.

29. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the financial year ended March 31, 2024, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on ''arm''s length'' basis and were in compliance with the applicable provisions of the Companies Act, 2013 read with Regulation 23 of SEBI (LODR), 2015.Further, the Company has not entered into any contract or arrangement or transaction with the related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Board of Directors of the Company, as per the provisions of Regulation 23 of the Listing Regulations, has formulated a policy on Material Related Party Transactions. The said policy is available on the website of the Company i.e. www.rajtube.com. Form No. AOC-2 which forms part of the Board''s Report is annexed herewith as Annexure - II.

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 this Report & Annual Accounts 2023-24.

30. AUDITORS:

• STATUTORY AUDITORS:

M/s Giriraj & Lohiya, Chartered Accountants were appointed as Statutory Auditors of the Company, to hold office from the conclusion of 35^th Annual general Meeting held on 25^th September,2021 until the conclusion of 40^th Annual General Meeting to be held in the year 2026.

• AUDITOR''S REPORT:

The Auditor''s Report to the members on the accounts of the company for the financial year ended 31^st March,2024does not contain any qualification, reservations or adverse remarks. The Notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation.

• REPORTING OF FRAUD BY AUDITORS:

As specified under Section 143 (12) of Companies Act, 2013 including any statutory amendments or modifications, if any, the auditor of the company has not reported any fraud in the course of the performance of his duties as auditor.

• COST RECORDS AND COST AUDITOR:

Pursuant to the provisions of Section 148(2) of the Companies Act,2013 read with Companies (Cost Records and Audit) Rules,2014, the Board of Directors of the company has on the recommendation of Audit Committee approved the re-appointment of M/ s M. Goyal & Company (Firm Registration No. 000051), Cost Accountants as the Cost Auditors of the company for the year ending March 31, 2025. The remuneration proposed to be paid to the Cost Auditor requires ratification in terms of Section 148 read with Rule 14 of the Companies (Audit & Auditors) Rules, 2014 and is accordingly forms part of the notice convening the AGM.

• SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Ms. Khushbu Kanwar, Company Secretary in Whole Time Practice, to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit report is annexed to this report as Annexure-III. The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation or adverse remark.

31. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) CONSERVATION OF ENERGY:

The information pursuant to sub-section 3(m) of section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is either nil or not applicable. However, the company is conscious about its responsibility to conserve energy, power and other energy resources wherever applicable.

b) TECHNOLOGY ABSORPTION:

Your Company has not imported any technology in the year under review.

c) FOREIGN EXCHANGE EARNING & OUTGO:

There was no inflow and outflow of Foreign Exchange during the year.

32. MANAGERIAL REMUNERATION/PARTICULARS OF EMPLOYEES:

A. The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

I.The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Remuneration paid to Managing Director:

NAME OF DIRECTORS	DESIGNATION	RATIO TO MEDIAN REMUNERATION	% Increase / (Decrease) in Remuneration
Mr. Harish Chand Jain*	Managing Director	3.37	NIL

*Based on annualized remuneration excluding sitting fees during the financial year 2023-24.

Non- executive directors are only being paid sitting fees. They do not draw any remuneration. II. The remuneration of CFO and CS is revised in relevant financial year.

Remuneration paid to KMPs:

NAME OF KMP	DESIGNATION	RATIO TO MEDIAN REMUNERATION	% Increase / (Decrease) in Remuneration
Mr. Pradeep Jain	CFO	5.63	NIL
Ms. Monika Soni	CS	1.19	NIL

*Annualized

III.The percentage increase in the median remuneration of employees in the Financial Year:

Median Remuneration at the end of F.Y. 2022-23	Median Remuneration at the end of F.Y. 2023-24	% increase/decrease in the median remuneration of employees
(273785	213089	0.222%

*While calculating median remuneration, remuneration of only those employees is considered who were in employment for the complete financial year 2023-24.

IV. The number of permanent employees on the payroll of the company at the end of the relevant financial year: 20

V. There is no variable component of remuneration availed by directors in the relevant financial year.

VI. The company affirms the remuneration is as per the remuneration policy of the company.

VII.None of the directors of the company (MD or WTD) receives any commission from company.

VIII. 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, there is no employee who is drawing remuneration in excess of the limits set out in the said rules.

B. Details pursuant to section 197 (12) of the Companies Act,2013 read with the rule 5 (2) of the companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

Name Age Remunerat Designatio Nature Of Qualifica Commence Last % of Whether

ion n Employm tion ment of Employ equit Relative

received ent & Employme ment y Of

(per Experienc nt share Director

annum) e s held

Saurabh Jain	40	1200000/ - Marketing manager	Onroll Employee	B.COM, 8 Years	March 2014	Unempl 11.73 oyed %	YES, son of Mr. Harish Chand Jain (Managing Director)
Pradeep Jain	43	1200000/- CFO	Onroll Employe e	B.COM 7 Years	October 2014	Unempl 4.23% oyed	YES, son of Mr. Harish Chand Jain (Managing Director)
Monika Soni	35	255200 / - Company Secretary (appoint w.e.f.04/10 /2022)	Onroll Employe e	CS, , B.A, 4 Years	Oct, 2022	employ -ed	NO
Shambh u Dayal Sharma	52	230863/ - Electrician	Onroll Employe e	12th, 2 Year	June 2020	Unempl -oyed	NO
Onkarsi ngh	36	216663/- Supervisor	Onroll Employe e	12th, 2 Year	June 2020	Unempl -oyed	NO
Ganga dharver ma	57	221239/- Crane operator	Onroll Employe e	Graduate 2 Year	Feb, 2021	Unempl -oyed	NO
Ram narayan	49	215780/- Accountant	Onroll Employe e	Graduate 3 Year	May 2020	Unempl -oyed	NO
Ram kishorey adav	34	211342/- Mill Operator IInd	Onroll Employe e	B.A., 3 Year	June 2020	Unempl -oyed	NO
Sita ram sharma	43	224786/- Threading Operator 1st	Onroll Employe e	B. Com, 3 year	June 2020	Unempl -oyed	No
Hem Singh	57	211436 Superviso r	Onroll Employe e	B. Com, 3 year	Jan. 2023	Unem ployed	No

33. CORPORATE GOVERNANCE:

The company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirement as set out by SEBI. As regards to the Corporate Governance Report as specified in Para C of Schedule V of SEBI (Listing Obligations and disclosure Requirements) Regulations 2015, the same is not applicable to the Company as the equity share capital of the company is less than Rs. 10 crore and net worth is less than Rs. 25 crores.

34. MANAGEMENT DISCUSSION AND ANALYSIS:

As required under regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the management discussion and analysis report for the year under review is enclosed as Annexure-I to this report.

35. MD/CFO CERTIFICATION:

The Managing Director & CFO of your Company have issued necessary certificate pursuant to the provisions of Regulation 17(8) of the Listing Regulations and the same forms part of this Annual Report.

36. COMPLIANCE CERTIFICATE:

The Compliance Certificate on the financial statements for the financial year ended 31st March, 2024 is enclosed at the end of this report.

37. RISK MANAGEMENT POLICY:

Pursuant to the requirement of Companies Act, 2013 and of listing regulations, the company has a robust Enterprise Risk Management framework to identify, evaluate business risk & opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level

38. INSURANCE:

The Property and assets of the Company are adequately financed.

39. DIRECTORS’ RESPONSIBILITY STATEMENT:

In Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed with proper explanation relating to material departures.

b) The Directors 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 as at March 31, 2024 and of the Profits of the Company for the year ended on that date;

c) The Directors have 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;

d) The Directors have prepared the annual accounts on a ''going concern'' basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

40. LISTING OF SHARES:

The shares of the company are listed on the Bombay Stock Exchange Limited. The company has paid annual listing fees for the financial year 2024-25.

41. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the company under the insolvency Bankruptcy Code 2016.

42. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.

43. OTHER DISCLOSURES AND REPORTING:

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

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

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this report.

3. Any remuneration or commission received by Managing Director of the Company from any of its subsidiaries: Not Applicable

44. ACKNOWLEDGEMENTS:

Your Directors are grateful to the Government authorities, financial institutions, bankers, business constituents for their continued co-operation and timely support to the company.

Your Directors also express their deep appreciation for the devoted services by workers, staff and executives at all levels of operations in achieving the results for the year.Industrial relations continued to remain happy and cordial.

Date: August 31, 2024

For and on Behalf of the Board

Registered office:

28-37, Banke Bihari Industrial Area,

Jatawali Mod, Maharkala Road,

Dehra, Teh.: Chomu, Distt.

Jaipur-303806

(RAJSHREE JAIN) (HARISH CHAND JAIN)

Director Managing Director

DIN:06934858 DIN: 01504391

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 29th Annual Report on the businesses and

operations of your company together with audited statement of accounts for the year ended on 31st March, 2015.

1. FINANCIAL RESULTS:

For the For the year ended year ended on on 31.3.2015 31.3.2014 (Rs.in (Rs.in Lacs) Lacs)

Total Sales & Other Income 9234.30 10383.44

Profit Before Interest & Depreciation 41.10 306.71

Interest 244.94 247.20

Profit/(Loss)Before Depreciation (203.84) 59.52

Depreciation 25.15 28.59

Profit/ (Net Loss) before Taxation (228.99) 30.93

Provision for Taxation - 11.00

Deferred Tax (Net) (2.55) (2.78)

Profit/ (Net Loss) after Taxation (226.44) 22.71

Bal brought forward from previous year 455.41 432.70

Profit available for appropriation 228.97 455.41

Adjustment related to Fixed Asset 1.42 -

Balance carried to Balance Sheet 227.55 455.41

2 . DIVIDEND:

Your Directors are unable to recommend any dividend during the year under review in view of losses.

3. RESERVES:

In view of the losses, your Board of Directors does not appropriate any amount to be transferred to General Reserves during the year under review.

4. STATE OF COMPANY'S AFFAIR:

During the year under review, the sales and other income during the year decreased to Rs.9234.30 Lacs as compared to Rs. 10383.44 Lacs in the previous year. The Loss after tax during the year was Rs. 226.44 lacs as compared to a profit of Rs.22.71 lacs in the previous year. The company has incurred Losses in this year due to decreasing trend in the prices of steel and slows down in the economy.

5. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business in the year under review.

6. MATERIAL CHANGES & COMMITMENTS:

No material changes and commitments have occurred after the close of the year till the date of this report, which affect the financial position of the company.

7. ORDERS:

No significant or material orders were passed by the Regulators or courts or tribunals which impact the going concern status and company's operation in future.

8. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has an Internal Control System commensurate with the size, scale complexity of its operations. The company has formulated Internal Financial Control policy according to Sec 134(5)(e) of the Companies Act, 2013.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

9. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY:

The company does not have any subsidiary/ associate or Joint Venture.

10. FINANCIAL POSITION OF SUBSIDIARY/JV/ASSOCIATE COMPANY:

As there is no subsidiary, joint venture or Associate Company, our company is not required to furnish any information regarding this.

11. DEPOSITS:

The Company has not accepted any fixed deposit under Chapter V of the Companies Act, 2013 during the year under report.

12 . STATUTORY AUDITORS:

M/s Pramod & Associates, Chartered Accountants, Jaipur retire and being eligible, offer themselves for reappointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for reappointment.

The Board has appointed M/s G.K. Gupta & Co., Cost accountants as the cost auditors for conducting the audit of cost records of the Company for various segments for the financial year 2014-15.

13 . AUDITORS' REPORT:

The observations of the Auditors have been suitably dealt within the notes on accounts. The Auditor's Report does not contain any qualification, reservation or adverse remark.

14 . SHARE CAPITAL:

The paid up equity share capital as on 31st March 2015 was 45078000. During the year under review, the company has neither issued shares with differential voting rights, nor granted stock options and sweat equity. As on March 31, 2015, none of the Directors of the company hold any convertible instruments of the company.

15. EXTRACT OF ANNUAL RETURN:

Extract of Annual Return of the Company as required by Companies Act, 2013 is annexed herewith as Annexure II to this Report.

16. PARTICULARS OF ENERGY CONSUMPTION ETC:

a) CONSERVATION OF ENERGY: The information pursuant to sub-section 3(m) of section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is either nil or not applicable. However, the company is conscious about its responsibility to conserve energy, power and other energy resources wherever applicable.

b) TECHNOLOGY ABSORPTION:

Your Company has not imported any technology in the year under review.

c) FOREIGN EXCHANGE EARNING & OUTGO: There was no inflow and outflow of Foreign Exchange during the year.

17. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of CSR are not applicable to the company for the Financial Year 2014-2015 as the company does not fall under the provisions of Section 135 of the Companies Act, 2013.

18. DIRECTORS:

a) In accordance with the provisions of the Act and the Articles of Association of the Company, Smt Rajshree Patni, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible has offer herself for re-appointment. During the year under review the members approved the appointments of Smt. Rajshree Patni as an executive Non-Independent Director who is liable to retire by rotation and of Shri Sunil Kumar Jain, Shri Deepesh Jain, and Shri Mahendra Kumar Jain as Independent Directors who are not liable to retire by rotation. The members have also re-appointed Shri Harish Chand Jain as the Managing Director.

b) The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

c) 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 corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49") .

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and nonexecutive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

19. NO. OF BOARD MEETINGS:

Seven meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance.

20. AUDIT COMMITTEE:

The Audit Committee comprises Independent Directors namely Shri Sunil Kumar Jain (Chairman), Shri Deepesh Jain and Shri Mahendra Kumar Jain as other members. All the recommendations made by the Audit Committee were accepted by the Board.

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The company has a vigil mechanism policy to deal with instance of fraud and mismanagement, if any. The detail of the policy is posted on the website of the company.

22. NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee comprises Independent Directors namely Shri Deepesh Jain (Chairman), Shri Sunil Kumar Jain and Shri Mahendra Kumar Jain as other members. The policy of the committee is stated in the Report on Corporate Governance.

23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

There is no outstanding loan & guarantee at the year end as prescribed under section 186 of the Companies Act, 2013. The company has not made any investment during the year as prescribed under section 186 of the Companies Act, 2013.

24. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the period under review, the Company had not entered into any material transaction with any of its related parties. None of the transactions with any of related parties were in conflict with the Company's interest. Attention of members is drawn to the disclosure of transactions with related parties set out in Note No. 36 of Financial Statements, forming part of the Annual Report. The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialization and the Company's long-term strategy for sectoral investments, optimization of market share, profitability, legal requirements, liquidity and capital resources of subsidiaries and associates.

All related party transactions are negotiated on an arm's length basis, and are intended to further the Company's interests.

25. MANAGERIAL REMUNERATION/PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

NON EXECUTIVE DIRECTOR RATIO TO MEDIAN REMUNERATION

Mr. Sunil Kumar Jain 0.035

Mr. Deepesh Jain 0.035

Mr. Mahendra Kumar Jain 0.035

EXECUTIVE DIRECTORS RATIO TO MEDIAN REMUNERATION

Mr. Harish Chand Jain 4.79

Mrs. Rajshree Patni* -

*Since this information is for part of the year, the same is not comparable.

b. The remuneration of any of the directors did not increase in the relevant financial year.CFO and CS is appointed in the relevant financial year, therefore, the same is not comparable.

c. The percentage increase in the median remuneration of employees in the Financial Year:

Median Remuneration Median % increase in at the end of F.Y. Remuneration at the median 2013-2014 the end of F.Y. remuneration 2014-2015 of employees

150400 160000 6.38%

d. The number of permanent employees on the roll of the company at the end of the relevant financial year: 33

e. The average increase in the remuneration has been commensurate with the industry.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of Key Managerial 1380800 personnel in FY 15 (Rs)

Revenue (Rs) 922271315

Remuneration of KMP (as % of revenue) 0.15

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year

Particulars March 31, 2015 March 31,2014 % change

Market 80238840.00 166337820.00 (51.76) capitalization (Rs)

Price Earning - 73.8 - Ratio

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars March 31, 2015 March 06, 1995 % change

Market Price 17.80 15 18.67 (BSE)

i. The percentile increase in the remuneration of the employees is 51% and there is no increase in the remuneration of managerial personnel, hence comparison is not made.

j. Comparison of the each remuneration of the key managerial personnel against the performance of the Company:

Name Harish Pradeep Komal Behl Chand Jain Jain (Company (Managing (Chief Secretary) Director) Financial * Officer)

Remuneration of FY 720000 480000

Revenue 922271315~ 922271315~

Remuneration as % of 0.078 0.052 revenue

*Appointed in the mid of the year therefore comparison not possible.

k. There is no variable component of remuneration availed by directors in the relevant financial year.

l. There was no employee in the relevant financial year who received remuneration in excess of the highest paid director.

m. The company affirms the remuneration is as per the remuneration policy of the company.

n. There is no such employee who comes under the ambit of the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

26. SECRETARIAL AUDIT REPORT:

As per the requirement of Section 204 (1) of the Companies Act, 2013 and Rule 9

of the Companies (Appointment and Remuneration Personnel) Rules, 2014, the Company has obtained a Certificate from Ms. Sneha Agarwal, Company Secretary in Whole time Practice, Confirming that the Company has complied with the provisions of the Companies Act, 2013 in the Financial Year 2014-2015 and a copy of the Secretarial Audit Report is annexed to this Report as Annexure- III.

27 . CORPORATE GOVERNANCE:

The company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirement set out by the SEBI. Corporate Governance Report as stipulated under Clause 49 of the Listing Agreement is set out as a separate Annexure-1 which forms part of this report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

28. RISK MANAGEMENT POLICY:

Pursuant to the requirement of Clause 49 of the listing agreement, the company has a robust Enterprise Risk Management framework to identify, evaluate business risk & opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level.

29. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 134 (3) (c) of the Companies Act, 2013 your Directors confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors 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 as at March 31, 2015 and of the losses of the Company for the year ended on that date;

c) the Directors have 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;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

31. ACKNOWLEDGEMENTS:

Your Directors are grateful to the Government authorities, financial institutions, bankers, business constituents for their continued co-operation and timely support to the company.

Your Directors also express their deep appreciation for the devoted services by workers, staff and executives at all levels of operations in achieving the results for the year.

Industrial relations continued to remain happy and cordial.

Registered office: For and on Behalf of the Board

404, Shekhawati Complex, Station Road, JAIPUR (HARISH CHAND JAIN) Dated: 30th July, 2015 CHAIRMAN & MANAGING DIRECTOR DIN NO.: 01504391

(RAJSHREE PATNI) (DIRECTOR) DIN NO.:06934858

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting their 28th Annual Report on the operations of your company together with audited statement of accounts for the year ended on 31st March, 2014.

1. FINANCIAL RESULTS:

For the year For the year ended on ended on 31.3.2014 31.3.2013 (Rs.in Lacs) (Rs.in Lacs)

Total Sales & Other Income 10383.44 10633.16

Profit Before Interest & Depreciation 306.72 310.89

Interest 247.20 244.37

Profit Before Depreciation 59.52 66.52

Depreciation 28.59 28.14

Net Profit before Taxation 30.93 38.38

Provision for Taxation 11.00 15.50

Deferred Tax (Net) (2.78) (2.26)

Net Profit after Taxation 22.71 25.14

Balance brought forward from 432.70 407.56 previous year

Balance carried to Balance Sheet 455.41 432.70

2. DIVIDEND:

Your Directors are unable to recommend any dividend during the year under review in order to keep funds for future plans.

3. YEAR IN RETROSPECT:

During the year under review, the sales and other income during the year decreased to Rs.10383.44 Lacs as compared to Rs.10633.16 Lacs in the previous year. The Profit after tax during the year was Rs.22.71 lacs as compared to Rs.25.14 lacs in the previous year.

4. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

(a) INDUSTRY STRUCTURE & DEVELOPMENT:

Activities of your company come under the category of steel tube industry. With the increased activity in housing and agriculture, the future of the steel tube industry shall continue to remain encouraging.

(b) OPPORTUNITIES, THREATS RISK & CONCERNS:

Presently major requirements of pipes in Rajasthan are being met through units situated outside Rajasthan. The pipes manufactured by the company would be able to compete effectively in the market as they would have a clear price advantage over the other outside suppliers because of lower transportation cost benefits applicable to the company.

The company''s product shall enjoy 4% price preference and 80% purchase preference in all Govt. & semi Govt. organisations of Rajasthan Govt. Steel Tube and pipe industry is expected to show good prospects in view of increased availability of H.R. Coils being basic raw material to manufacture M.S. Steel Tube.

More units with similar facility may come up resulting in greater competition and lower price realization.

Changed state Govt. policies may affect the profitability of the company.

The steel tube industry is subject to market cycle and as constituent of the industry, your company is also exposed to these constituent. Rise in price of H.R. Coils, Zinc are also a matter of concern.

(c) SEGMENT:

The operations of the company are covered in one segment only i.e. steel tube segment.

(d) OUTLOOK:

Having regards to the prevailing circumstances your company visualizes a hopeful growth in the industry.

(e) INTERNAL CONTROL SYSTEM :

Your company maintains an internal control system in different areas like purchases billing for the jobs etc. Moreover there are internal auditors who make a consistent monitoring to have proper and sufficient care for maintenance of adequate accounting records required for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(f) DEVELOPMENT: HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT :

Your Board has nothing to report on the development in human resource as well industrial relations front which have a material bearing on the business of the company.

(g) DISCLOSURE BY THE MANAGEMENT:

Your board has not received any disclosure by the management relating to any material, financial and commercial transactions where any of the managerial staff has personal interest that may have a potential conflict with the interest of the company at large.

5. FUTURE PROSPECTS:

Your Directors hope that during this year turnover and profit shall increase substantially due to better prospects of steel industry because of increasing steel prices all over the world.

6. EXPANSION/DIVERSIFICATION

The company has also planned to diversify in rigid PVC PIPE project.

7. DISCLOSURE UNDER THE LISTING AGREEMENTS:

LISTING OF SHARES

Presently the equity shares of the company are listed at the following recognized Stock Exchanges.

(i) The Jaipur Stock Exchange Limited, Jaipur

(ii) The Stock Exchange Mumbai, Mumbai.

(iii)The Delhi Stock Exchange Association Limited, New Delhi.

The application of the company dated: 10.06.1999 for delisting of shares from The Delhi Stock Exchange Association Limited, New Delhi is still pending with the concerned Exchange.

The company has paid the annual listing fees for the year 2013-2014 to the stock exchanges except to stock exchange where the company has applied for delisting of shares of the company.

8. FIXED DEPOSITS:

The Company has not accepted any fixed deposit during the year under report.

9. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the Profit of the Company for the year ended on that date;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis.

10. PARTICULARS OF EMPLOYEES:

Particulars of employees as required under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees)Rules,1975 as amended and information as per Companies Disclosure of particulars in the report of Board of Directors)Rules,1988 is Nil.

11. PARTICULARS OF ENERGY CONSUMPTION ETC:

The information pursuant to sub-section 1(e) of section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is either nil or not applicable.

12. DIRECTORS:

1. Shri Harish Chand Jain has been re-appointed as the Key Managerial Personnel on the post of Managing Director in terms of Section 203 and 196 of the Companies Act, 2013.

2. In accordance with the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013 and Rules made there under, it is proposed to appoint Shri Sunil Kumar Jain, Sh. Mahendra Kumar Jain and Sh. Deepesh Jain, who are currently nonexecutive independent directors of the Company and who meet the criteria for independence as provided in Section 149(6) of the Companies Act, 2013, as independent directors for a period of 5 years from the date of the ensuing Annual General Meeting.

13. AUDITORS:

M/s Pramod & Associates, Chartered Accountants, Jaipur retire and being eligible, offer themselves for reappointment. The observations of the Auditors have been suitably dealt within the notes on accounts.

14. CORPORATE GOVERNANCE:

The company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirement set out by the SEBI. Corporate Governance Report as stipulated under Clause 49 of the Listing Agreement is set out as a separate Annexure-1 which forms part of this report.

15. SECRETARIAL COMPLIANCE CERTIFICATE:

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s Mansi Mathur & Company, Company Secretaries in Whole time Practice, Confirming that the Company has complied with the provisions of the Companies Act, 1956 in the Financial Year 2013-2014 and a copy of the Compliance Certificate is annexed to this Report.

16. COST AUDITOR:

Your Directors had with the approval of the Ministry of Corporate affairs, appointed M/s G.K. GUPTA & COMPANY, Cost Accountants, as the Cost Auditors of the Company for the financial year 2013-14.

17. COMPANY SECRETARY:

The board has appointed Miss. Komal Behl as the company secretary of the company pursuant to the provisions of the section 203 of the Companies act, 2013 w.e.f. 30th July, 2014 and has also been designated as the compliance officer.

18. ACKNOWLEDGEMENTS:

Your Directors are grateful to the Government authorities, financial institutions, bankers, business constituents for their continued co-operation and timely support to the company.

Your Directors also express their deep appreciation for the devoted services by workers, staff and executives at all levels of operations in achieving the results for the year.

Industrial relations continued to remain happy and cordial.

For and on Behalf of the Board

(HARISH CHAND JAIN) CHAIRMAN & MANAGING DIRECTOR

Registered office:

404, Shekhawati Complex,

Station Road, JAIPUR

Dated: 30th July, 2014

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting their 27* Annual Report on the operations of your company together with audited statement of accounts for the year ended on 31 st March, 2013.

1. FINANCIAL RESULTS:

For the year For the year ended on ended on 31.3.2013 31.3.2012 (Rs.in lacs) (Rs.in lacs)

Total Sales & Other Income 10633.16 9557.54

Profit Before Interest & Depreciation 310.89 299.92

Interest 244.37 176.42

Profit Before Depreciation 66.52 123.50

Depreciation 28.14 28.27

Net Profit before Taxation 38.38 95.23

Provision forTaxation 15.50 25.00

Deferred Tax (Net) (2.26) (2.26)

Net Profit afterTaxation 25.14 72.49

Balance brought forward from previous year 407.56 385.07

profit available for appropriation 432.70 457.56

Transfer to General Reserve 50.00

Balance carried to Balance Sheet 432.70 407.56

2. DIVIDEND:

Your Directors are unable to recommend any dividend during the year under review in order to keep funds for future plans.

3. YEAR IN RETROSPECT:

During the year under review.the sales and other income during the year increased to Rs. 10633.16 Lacs as compared to Rs.9557.54 Lakh in the previous year. The Profit after tax during the year was Rs.25.14 lacs as compared to Rs. 72.49 lacs in the previous year.

4. MANAGMENT DISCUSSION & ANYLYSIS REPORT:

(a) INDUSTRY STRUCTURE & DEVELOPMENT:

Activities of your company come under the category of steel tube industry.With the increased activity in housing and agriculture, the future ofthe steel tube industry shall continue to remain encouraging.

(b) OPPORTUNITIES,THREATS RISK & CONCERNS :

Presently major requirements of pipes in Rajasthan are being met through units situated outside Rajasthan. The pipes manufactured by the company would be able to compete effectively in the market as they would have a clear price advantage over the other outside suppliers because of lower transporation cost benefits applicable to the company.

The company''s product shall enjoy 4% price preference and 80% purchase preference in ail Govt. & semi Govt, organisation of Rajasthan Govt.Steel Tube and pipe industry is expected to show good prospects in veiw of increased availability of H.R.Coils being basic raw material to manufacture M.S.SteelTube.

More units with similarfacility may came up resulting ingreatercompetitionandlowerprice realisation.

Changed state Govt, policies may effect the profitability ofthe company.

The steel tube industry is subject tomarket cycle and as constituent ofthe industry. Yourcompany is also exposed to these constituent, rise in price H.R.Coils, Zinc are also a matter of concern.

(c) SEGMENT:

The operations ofthe company is covered in one segment only i.e. steel tube segment.

(d) OUTLOOK:

Having regard to the prevailing circumstances your company visualizes a hopeful growth in the industry.

(e) INTERNAL CONTROL SYSTEM:

Yourcompany maintain an internal control system in different areas like purchases billing for the jobs etc. morever there are internal auditors who make a consent monitoring to have proper and sufficient care for maintenance of adequate accounting records required for safegaurding the assets of the company and for preventing and detecting fraud and other irregularities.

(f) DEVELOPMENT: HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT :

Your Board has nothing to report on the development inhuman resource as well industrial relations front which have a material bearing on the business ofthe company.

(g) DISCLOSURE BY THE MANAGEMENT:

Your board has not received any disclosure by the management relating to any material, financial and commercial transations where any ofthe managerial staff has personal interest that may have a potential conflict with the interest ofthe company at large.

5. FUTURE PROSPECTS:

Your Directors hope that during this year turnover and profit shall increase substantially due to better prospacts of steel industry because of increasino steel price all overthe world.

6. EXPANSION/DIVERSIFICATION

The company has also planned to diversify in rigid PVC PIPE project.

7. DISCLOSURE UNDER THE LISTING AGREEMENTS: LISTING OF SHARES

Presently the equity shares of the company are listed at the following recognised Stock Exchanges.

(i) The Jaipur Stock Exchange Limited Jaipur

(ii) The Stock Exchange Mumbai,Mumbai.

(iii) The Delhi Stock Exchange Association Limited,New Delhi.

The application of the company dated:10.06.1999 for delisting of shares from the The Delhi Stock Exchange Association Limited, New Delhi is still pending with the concerned Exchange.

The company has paid the annual listing fees for the year 2012-2013 to the stock exchanges except to stock exchange where the company has applied for delisting of shares of the company.

8. FIXED DEPOSITS:

The Company has not accepted any fixed deposit during the year under report.

9. DIRECTORS''RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) They have 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 as at March 31,2013 and of the Profit of the Company for the year ended on that date;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annua! accounts on a going concern basis.

10. PARTICULARS OF EMPLOYEES :

Particulars of employees as required under section 217 (2A) of the Companies Act,1956 read with companies particulars of employees rules,1975 as amended and information as per Companies disclosure of particulars in the report of Board of Director Rules,1988 is Nil

11. PARTICULARS OF ENERGY CONSUMPTION ETC:

The information pursuant to sub-section 1(e) of the section 217 of the Companies Act,1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988 is either nil or not applicable.

12. DIRECTORS:

Shri Mahendra Kumar Jain, Director of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for reappointment.

13. AUDITORS:

M/s Pramod & Associates, Chartered Accountants, Jaipur retire and being eligible, offer themselves for reappointment. The observations of the Auditors have been suitably dealt with in the notes on accounts.

14. CORPORATE GOVERNANCE:

Corporate Governance Report is set out as a separete Annexure-1 which forms part of this report.

15. SECRETARIAL COMPLIANCE CERTIFICATE :

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s Mansi Mathur & Company, Company Secretaries in Whole-time Practice, Confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of the Compliance Certificate is annexed to this Report.

16. CORPORATE GOVERNANCE CERTIFICATE :

As per Revised Clause 49 of the listing Agreement with the Stock Exchanges, the Compliance Certificate from Chairman and Managing Director and CFO is given as Annexure" 111" to the Director Report.

17. COST AUDITOR:

Your Directors have with the approval of the Ministry of Corporate affairs, appointed M/s M Goyal & COMPANY Cost Accountants, as the Cost Auditors of the Company for the financial year 2012-13.

18. CODE OF CONDUCT:

The Company has laid-down a code of conduct for all Board Members and senior management of the Company. All the Board members and senior management personal have affirmed compliance with the code of conduct. The code of conduct has posted on website of the Company i.e.www. Rajtube.com

19. ACKNOWLEDGEMENTS:

Your Directors are grateful to the Government authorities, financial institutions, bankers, business constituents for their continued co-operation and timely support to the company. Your Directors also express their deep appreciation for the devoted services by workers, staff and executives at all levels of operations in achieving the results for the year.

Industrial relations continued to remain happyand cordial.

Registered Office: For and on Behalf of the Board

404, Shekhawati Complex,

Station Road, JAIPUR

Sd/-

(HARISH CHAND JAIN)

Dated :30th July, 2013 CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2012

The Directors have pleasure in presenting their 26th Annual Report on the operations of your company together with audited statement of accounts for the year ended on 31 st March, 2012.

1. FINANCIAL RESULTS:

For the year For the year ended on ended on 31.3.2012 31.3.2011 (Rs.in lacs) (Rs.in lacs)

Total Sales & Other Income 9557.54 7585.37

Profit Before Interests Depreciation 299.92 218.55

Interest 176.42 141.81

Profit Before Depreciation 123.50 76.74

Profit on sale of Fixed Assets - 93.92

Depreciation 28.27 28.39

Net Profit before Taxation 95.23 142.27

Provision for Taxation 25.00 18.00

Deferred Tax (Net) (2.26) 12.20

Net Profit after Taxation 72.49 112.07

Balance brought forward from previous year 385.07 323.00

profit available for appropriation 457.56 435.07

Transfer to General Reserve 50.00 50.00

Balance carried to Balance Sheet 407.56 385.07



2. DIVIDEND:

Your Directors are unable to recommend any dividend during the year under review in order to keep funds for future plans.

3. GENERAL RESERVE:

The Company propose to transfer Rs.50,00,000 to the General Reserve out of the amount available for appropriations.

4. YEAR IN RETROSPECT:

During the year under review,the sales and other income during the year increased to Rs.9557.54 Lacs as compared to Rs.7585.37 Lakh in the previous year. The Profit after tax during the year was Rs.72.49 lacs as compared to Rs.112.07 lacs in the previous year.

5. MANAGMENT DISCUSSION ft ANYLYSIS REPORT:

(a) INDUSTRY STRUCTURE & DEVELOPMENT:

Activities of your company come under the category of steel tube industry. With the increased activity in housing and agriculture, the future of the steel tube industry shall continue to remain encouraging.

(b) OPPORTUNITIES,THREATS RISK ft CONCERNS:

Presently major requirements of pipes in Rajasthan are being met through units situated outside Rajasthan. The pipes manufactured by the company would be able to compete effectively in the market as they would have a clear price advantage over the other outside suppliers because of lower transpiration cost benefits applicable to the company.

The company's product shall enjoy 4% price preference and 80% purchase preference in all Govt. & semi Govt. organisation of Rajasthan Govt. Steel Tube and pipe industry is expected to show good prospects in veiw of increased availability of H.R.Coils being basic raw material to manufacture MS.SteelTube.

More units with similar facility may came up resulting in greater competition and lower price realisation.

Changed state Govt, policies may effect the profitability of the company.

The steel tube industry is subject to market cycle and as constituent of the industry. Your company is also exposed tO these constituent. rise in price H.R. Coils, Zinc are also a matter of concern.

(c) SEGMENT:

The operations of the company is covered in one segment Only i.e. steel tube segment.

(d) OUTLOOK:

Having regard to the prevailing circumstances your company visualizes a hopeful growth in the industry.

(e) INTERNAL CONTROL SYSTEM:

Your company maintain an internal control system in different areas like purchases billing for the jobs etc. morever there are internal auditors who make a consent monitoring to have proper and sufficient care for maintenance of adequate accounting records required for safegaurding the assets of the company and for preventing and detecting fraud and other irregularities. .

if) DEVELOPMENT: HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT:

Your Board has nothing to report on the development inhuman resource as well industrial relations front which have a material bearing on the business of the company.

Jig) DISCLOSURE BY THE MANAGMENT:

Your board has not received any disclosure by the managment relating to any material.financial and commercial transations where any of the managerial staff has personal interest that may have apotential conflict with the interest of the company at large.

6. FUTURE PROSPECTS:

Your Directors hope that during this year turnover and profit shall increase substantially due to better prospacts of steel industry because of increasing steel price all over the world.

7. EXPANSION/DIVERSIFICATION:

The company has also planned to diversify in rigid PVC PIPE project.

8. DISCLOSURE UNDER THE LISTING AGREEMENTS:

LISTING OF SHARES

Presently the equity shares of the company are listed at the following recognised Stock Exchanges.

(i) The Jaipur Stock Exchange Limited Jaipur

(ii) The Stock Exchange Mumbai,Mumbai.

(iii) The Delhi Stock Exchange Association Limited,New Delhi.

The application of the company dated:! 0.06.1999 for delisting of shares from the The Delhi Stock Exchange Association Limited, New Delhi is still pending with the concerned Exchange.

The company has paid the annual listing fees for the year 2011 -2012 to the stock exchanges except to stock exchange where the company has applied for delisting of shares of the company.

91 FIXED DEPOSITS:

The Company has not accepted any fixed deposit during the year under report.

10. DIRECTOR'RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956 your Directors confirm that :

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2012 and of the Profit of the Company for the year ended on'that date;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis.

11. PARTICULARS OF EMPLOYEES :

Particulars of employees as required under section 217 (2A) of the Companies Act,1956 read with companies particulars of employees rules,1975 as amended and information as per Companies disclosure of particulars in the report of Board of Director Rules, 1988 is Nil

12. PARTICULARS OF ENERGY CONSUMPTION ETC:

The information pursuant to sub-section 1 (e) of the section 217 of the Companies Act,1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is either nil or not applicable.

13. DIRECTORS:

Shri Deepesh Jain, Director of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for reappointment.

14. AUDITORS:

M/s Pramod & Associates, Chartered Accountants, Jaipur retire and being eligible, offer themselves for reappointment. The observations of the Auditors have been suitably dealt with in the notes on accounts.

15. CORPORATE GOVERNANCE:

Corporate Governance Report is set out as a separete Annexure-1 which forms part of this report.

16. SECRETARIAL COMPLIANCE CERTIFICATE :

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s V.M. & Associates, Company Secretaries in Whole-time Practice, Confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of the Compliance Certificate is annexed to this Report.

17. CORPORATE GOVERNANCE CERTIFICATE:

As per Revised Clause 49 of the listing Agreement with the Stock Exchanges, the Compliance Certificate from Chairman and Managing Director and CFO is given as Annexure " III" to the Director Report.

18. CODE OF CONDUCT:

The Company has laid-down a code of conduct for all Board Members and senior management of the Company. All the Board members and senior management personal have affirmed compliance with the code of conduct. The code of conduct has posted on website of the Company i.e. www.Rajtube.com

19. ACKNOWLEDGEMENTS:

Your Directors are grateful to the Government authorities, financial institutions, bankers, business constituents for their continued co-operation and timely support to the company. Your Directors also express their deep appreciation for the devoted services by workers, staff and executives at all levels of operations in achieving the results for the year.

Industrial relations continued to remain happy and cordial.

Registered Office: For and on Behalf of the Board

404, Shekhawati Complex,

Station Road, JAIPUR

Sd/-

(HARISH CHAND JAIN)

Dated :13th August, 2012 CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2010

The Directors have pleasure in presenting their 24th Annual Report on the operations of your company together with audited statement of accounts for the year ended on 31 st March,2010.

1. FINANCIAL RESULTS:

For the year For the year

ended on ended on

31.3.2010 31.3.2009

(Rs.in lacs) (Rs.in lacs)

Total Sales & Other Income 7019.72 5462.83

Profit Before Interest & Depreciation , 248.41 74.77

Interest 144.44 139.80

Profit/(loss) Before Depreciation 103.97 (65.03)

Depreciation 29.91 30.98

Net Profit/(Loss) before Taxation 74.06 (96.01)

Provision for Taxation 7.00 0.60

Deferred Tax (Net) (2.61) (3.36)

Net Profit/(Loss) after Taxation (69.67) (93.25)

2. DIVIDEND:

Your Directors are unable.to recommend any dividend during the year under review due to loss.

3. YEAR IN RETROSPECT:

During the year under review, the sales and other income during the year increased to Rs.7019.72 Lacs as compared to Rs.5462.83 Lakh in the previous year. The Profit after tax during the year was Rs.69.67 lacs as compared to Loss of Rs.93.25 lacs in the previous year.

4. MANAGMENT DISCUSSION & ANYLYSIS REPORT: (a) INDUSTRY STRUCTURE & DEVELOPMENT:

Activities of your company come under the category of steel tube industry. With the increased activity, in housing and agriculture, the futuce of the steel.tube industry shall continue to remain encouVaging.

(b) OPPORTUNITIES, THREATS RISK & CONCERNS:

Presently major requirements of pipes in Rajasthan are being met through units situated outside Rajasthan. Thepipes manufactured by the company would betable to compete effectively in the market as they would have a clear price advantage over the other outside suppliers because of lower transporation cost benefits applicable to the company.

The companys product shall enjoy 4% price preference and 80% purchase preference in all Govt. & semi Govt, organisation of Rajasthan Govt.

Steel Tube and pipe industry is expected to show good prospects in veiw of increased avaliability of RR. Coils being basic raw material to manufacture M.S. Steel Tube.

More units with similar facility may came up resulting in greater competition and lower price realisation.

Changed state Govt, policies may effect the profitability of the company.

The steel tube industry is subject to market cycle and asconstituent of the industry.Your company is also exposed to these constituent. rise in price H.R. Coils, Zinc are also a matter of concern.

(c) SEGMENT:

The operations of the company is covered in one segment only i.e. steel tube segment.

(d) OUTLOOK:

Having regard to the prevailing circumstances your company visualizes a hopeful-growth in the industry.

(e) INTERNAL CONTROL SYSTEM :

Your company maintain an internal control system in different areas like purchases billing for the jobs etci morever there are internal auditors who make a consent monitoring to have proper andsufftcient care for maintenance of adequate accounting records required for safegaurding the assets of the company and for preventing and detecting fraud and other irregularities.

(f) DEVELOPMENT: HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT:

Your Board has nothing to report on the development inhuman resource as well industrial relations front, which haye a material bearing on the business of the company.

(g) DISCLOSURE BY THE MANAGMENT:

Your board has not receivedany disclosure by the managment relating to any material, financial and commercial transations where any of the managerial staff has personal interest that may have a potential conflict with the interest of the company at large.

5. FUTURE PROSPECTS:

Since the manufacturing facilities of the Company have already been shifted from-Abu Road Plant to its new Works at Village :Dehra, Maharkala,Teti.Chomu,Distt. Jaipur.Due to the-company shall benefit immensely from the freight cost advantage besides marketing advantage.

6. EXPANSION/DIVERSIFICATION

The company has also planned to diversify in rigid PVC PIPE project.

7. DISCLOSURE UNDER THE LISTING AGREEMENTS:

LISTING OF SHARES

Presently the equity shares of the company are listed at the following recognised Stock Exchanges.

(i) The Jaipur Stock Exchange Limited ,Jaipur

(ii) The Stock Exchange MumbaLMumbai.

(iii) The Delhi Stock Exchange Association Limited,New Delhi.

The application of the company dated.l 0.06.1999 for delisting of shares from the The Delhi Stock Exchange Association Limited,New Delhi is still pending with the concerned Exchange.

The company has paid the annual listing fees for the year 2009-2010 to the stock exchanges except to stock exchange where the company has applied for delisting of shares of the company.

8. FIXED DEPOSITS:

The Company has not accepted any fixed deposit during the year under report.

9. DIRECTORRESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217(2AA) of the Companies Act 1956 your Directors confirm that: .

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) They have selected such accounting policies and applied them consistently and made judgements and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2010 and of the Profit of the Company for the year ended on that date;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis.

10. PARTICULARS OF EMPLOYEES:

Particulars of employees as required under section 217 (2A) of the Companies Act,1956 read with companies particulars of employees rules,1975 as amended and information as per Companies disclosure of particulars in the report of Board of Director Rules,1988 is nil

11. PARTICULARS OF ENERGY CONSUMPTION ETC:

The information pursuant to sub-section 1 (e) of the section 217 of the Companies Act,1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988 iseither nil or not applicable.

12. DIRECTORS:

Shri Deepesh Jain, Director of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for reappointment.

Shri Rajendra Kumar Jain has resigned from the Directorship of the Company w.e.i.29-01-2010

13. AUDITORS:

M/s Pramod & Associates, Chartered Accountants, Jaipur retire and being eligible, offer themselves for reappointment. The observations of the Auditors have been suitably dealt with in the notes on accounts.

14. CORPORATE GOVERNANCE.

Corporate Governance Report is set out as a sepa/ete Annexure-1 which forms part of this report.

15. SECRETARIAL COMPLIANCE CERTIFICATE:

As per the requirement of Section 383A of the Companies Act, 1956 and Companies . (Compliance Certificate) Rules, 2001 the Company has obtained a Certificate from M/sV.M.Associates, Company Secretaries in Whole-time Practice, Confirmfng tha the Company has complied with the provisions1 of the Companies Act, 1956 and a copy of the Compliance Certificate annexed to this Report.

16. CORPORATE GOVERNANCE CERTIFICATE

As per Revised Clause 49 of the listing Agreement with the Stpck Exchanges, the Compliance Certificate from Chairman and Managing Director and CFO is given as Annexure" III" to the Director Report.

17. CODE OF CONDUCT: "

The Company has laid-down a code of conduct forall Board Members and senior management of the Company. All the Board members and senior management personal have affirmed compliance with the code of conduct. The code of conduct has posted on website of the Company i.e. www.rajtube.com.

18. ACKNOWLEDGEMENTS:

Your Directors are grateful to the Government authorities, financial institutions, bankers, business constituents for their continued co-operation and timely support to the company.

Your Directors also express their deep appreciation for the devpted services by workers, staff and executives at all levels of operations in achieving the results for the year.

. Industrial relations continued to remain happy and cordial.

Registered Office: For and on Behalf of the Board 404, Shekhawati Complex,

Station Road, JAIPUR

Sd/- (HARISH CHAND JAIN)

Dated: 10th August, 2010 CHAIRMAN & MANAGING DIRECTOR