Directors Report of Tamil Nadu Steel Tubes Ltd.

Mar 31, 2024

The Directors take pleasure in presenting the 45^th Annual Report together with
the audited financial statements of the Company for the year ended
31^stMarch2024.

1. FINANCIAL RESULTS (Standalone):

The Company’s Financial Results for the year ended 31^st March2024 is summarized
below:

[Rs.inCrores]

	2023-24	2022-23
RevenuefromOperations(Net)andotherincome	72.00	92.70
ProfitBeforeTax(PBT)	0.09	0.38
ProvisionforTax	(0.20)	(0.19)
ProfitAfter Tax(PAT)	0.28	0.57
OtherComprehensiveIncome	(0.05)	(0.03)
TotalComprehensiveIncome	0.23	0.53
Balancebroughtforwardfrompreviousyear	3.81	3.28
ProfitavailableforAppropriations	4.04	3.81
Appropriations:
InterimEquityDividend	-	-
ProposedFinalEquityDividend	-	-
TaxonEquityDividends	-	-
TransfertoGeneralReserve	-	-
Surpluscarriedtothenextyear’saccount	4.04	3.81

2. OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE
Revenue

During 2023-24, the Company achieved a turnover of Rs. 72.00 Crore, as against Rs.92.70
crorers in the previous year. The Company focused on reducing fixed costs, manage
working capital more efficiently and making capital expenditure prudently on critical
growth projects.

Other Operating Revenue

Other operating revenue for the year ended March 31, 2024 includes Rs. 0.50 crore (previous
year Rs.0.64 crore)

Profit beforeTax

Profit posted before tax for the year is Rs.0.08 Crore

Total Comprehensive Income

Total Comprehensive income for the year 2023-24 is Rs. 0.23 Crore as compared to a
profit of Rs. 0.53 Crore in 2022-23.

2. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserves during FY 2023-24.

3. CASH & CASH EQUIVALENT

Cash and Cash Equivalent as at March 31, 2024 was Rs. 0.29 Crore. The Company
continues to focus on judicious management to fits working capital. The Company has
taken many steps during the year to improve the working capital turns. The working
capital parameters were kept under strict check through continuous monitoring.

4. DIVIDEND

Your directors did not recommend any dividend for this year.

5. SHARE CAPITAL

The Company’s paid up Equity Share Capital as on March 31^st 2024 is Rs. 5.12 Crores.The
Company has neither issued any shares with differential rights as to Dividend, Voting or
other wise nor issued shares (includings we at equity shares)to the Employees or
Directors of the company under any Scheme. As on March 31, 2024 noneof the Directors
of the Company hold shares or convertible instruments of the Company.

No disclosure is required under Section 67(3) © of the Act, inrespect of voting rights not
exercised directly by the employees of the Company as the provisions of the said
Section are not applicable.

6. DEPOSITS

The Company has not accepted any fixed deposits under Chapter V of the Companies
Act,2013, and as such no amount of principal and interest were outstanding as on
31^stMarch 2024

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

8. CAPITAL EXPENDITURE

The company continues to assess the trends emerging in the industry and the changing
requirements of its customers and invests appropriately for the long-term, with a view to
servicing its customers in a more timely and efficient manner.

The Standalone Financial Statements of the Company for the Financial Year Ended 31^st
March 2024 is prepared in compliance with the applicable provisions of the Act, Indian
Accounting Standards (Ind-AS) and as prescribed by Securities and Exchange Board of
India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements)
Regulations,2015 (hereinafter referred to as ‘the SEBI (LODR) Regulations, 2015). The
FinancialStatements of the Company for the year ended 31^st March 2024 have been
disclosed as per Division II of Schedule III to the Companies Act, 2013.

Pursuant to the provisions of Section 136 of the Companies Act, the Financial Statements
of the Company, the Standalone Financial Statements along with all relevant documents
and the Auditors’ Report thereon form part of this Annual Report. The Financial
Statements as stated above are also available on the website of the company and can be
accessed at the weblinkwww.tntpipes.com.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR):

At present, the company is not falling under purview of section 135 of the Companies
Act, 2013. The Company is committed to Corporate Social Responsibility and strongly
believes that the business objectives of the Company must be in congruence with the
legitimate development needs of the society in which it operates.

11. CORPORATE GOVERNANCE

The Company is committed to maintaining high standards of corporate governance. The
Company has been in compliance with the requirements of SEBI Listing Regulations.

A report on corporate governance together with a certificate from the Practicing
Company Secretary is annexed in accordance with the terms of the SEBI Listing
Regulations and forms part of the Board’s Report. The Managing Director and th e
ChiefFinancial Officer have submitted a certificate to the Board regarding the financial
statements and other matters in terms of Part B of Schedule II [Corporate Governance] of
the SEBI Listing Regulations.

The Report further contains details as required to be provided in the Board’s Report on the
policy on Directors’ appointment and remuneration including the criteria, annual
evaluation by the Board and Directors, composition and other details of Board
committees, implementation of risk management policy, whistle-blower policy/vigil
mechanism, dividend policy etc.

13. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3) (m) of the Companies Act,2013 read
with Rule 8 of The Companies (Accounts) Rules, 2014 forms part of this Report.

14. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year under
review were on an arm’s length basis and were in the ordinary course of business. There are
no materially significant related party transactions during the year which may have a
potential conflict with the interest of the Company at large. Necessary disclosures as
required under the Indian Accounting Standards have been made in the notes to the
Financial Statements.

None of the Directors except Mr. Rakesh Goyal ( Ex - Managing Director) had any
pecuniary relationships or transactions vis-a-vis the Company.

1 5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted in accordance with the requirements of the
Companies Act, 2013 and SEBI Regulations.

DIRECTORS AND KMPS RESIGNED AND APPOINTED DURING THE YEAR:

Mrs . DIVYA ABHISHEK, Independent Director, was inducted to the Board during 2023
appointed as Independent director of the Company from 20^th Sep 2023. The appointment
of Mrs.as Divya Abhishek, Independent Director is approved by the shareholders in the
last Annual General Meeting held in SEP. 2023.

Mr.KRISHNAN KAMAL SHUKLA,Wholetime Director was inducted to the Board as a Whole
time Director of the Company with effect from 10^th Feb 2024. The appointment of
Mr.Krishnan Kamal Shukla as Wholetime Director was approved by the Board of
Directors at their Meeting held on 10.02.2024 and also filed DIR 12 before MCA. Now the
matter is being placed before the shareholders for their confirmation and approval in
the ensuing Annual General Meeting to be held on on 26.09.2024.

Mrs G CHITRA, CFO, has resigned on 30.10.2023 and in view of her resignation,
Mr H VINODH KUMAR, has been appointed as C.F.O. (Chief Financial Officer) with effect
from 14.11.2023, whose profile/application was scrutinized by the Board of Directors
and after their detailed discussion, passed resolution suitably by the Directors at their
Meeting held on 14.11.2023

Mr.K. SURESH , Company Secretary, appointed on 14^th August 2023 and his appointment
was approved by the shareholders in the last Annual General Meeting held in SEP. 2023.

All the Independent Directors of the Company have furnished necessary declaration in
terms of Section 149 (6) of the Act affirming that they meet the criteria of independence
as stipulated there under. All the Independent Directors of the Company are registered on the
Independent Directors Data bank as required under the Companies Act, 2013 and the
applicable Rules in the said regard. In the opinion of the Board, all the Independent
Directors have the integrity, expertise and experience including the proficiency as required to
effectively discharge their roles and responsibilities in directing and guiding the affairs of the
Company.

The required information of the Directors being appointed, pursuant to the provisions of
the Listing Regulations, forms part of the Annual Report.

There was no change in the composition of the Board of Directors and the Key
Managerial Personnel, except as stated above.

The following persons have been designated as Key Managerial Personnel of the
Company pursuant to section 2(51) and section 203 of the Act, read with the Rules
framed there under.

1. Mr.BIVASHWA DAS - Managing Director

2. Mr.N.SUDHARSAN - Whole-timeDirector

3. Mr.KRISHNAN KAMAL SHUKLA -Whole-timeDirector

4. Mr.RAM ASHISH SINGH -Whole-timeDirector

5. Mr. K SURESH - Company Secretary & Compliance Officer

6. Mr. H. VINOTH KUMAR -Chief Financial Officer (C.F.O.)

1 5. DIRECTORS’ REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SEC. 78

Information regarding Directors’ Remuneration Policy and criteria for determining
qualifications, positive attributes, independence of a director and other matters provided
under sub-section(3) of Section 178 are provided in the Corporate Governance Report.

16. EXTRACT OF ANNUAL RETURN

A copy of the Annual Return of the Company is placed on the website of the Company
and the same is available on the website of www.tntpipes.com.

17. SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval given on 10 April 2015 by the Central Government to the
Secretarial Standards specified by the Institute of Company Secretaries of India, the
Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2) came into effect from 1 July 2015. The said standards were further amended w.e.f.
1^st October 2017.

The Company has ensured compliance of the Secretarial Standards issued by the Institute of
Company Secretaries of India during the period under review. The Company is
incompliance with the same.

18. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors confirm that the Company has in place a framework of internal
financial controls and compliance system, which is monitored and reviewed by the Audit
Committee and the Board besides the statutory, internal and secretarial auditors.To the
best of their knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statements in terms of Section 134 (3)
© of the Companies Act, 2013:

a) that in the preparation of the annual Financial Statements for
the year ended 31st March 2024, the applicable accounting
standards have been followed along with proper explanation
relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the
Financial Statements have been selected and applied
consistently and judgment and estimates have been made that
are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at 31^st March 2024.

c) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions
of the Companies Act,2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;

d) that the annual Financial Statements have been prepared on a
going concern basis;

e) that proper internal financial controls to be followed by the
Company have been laid down and that the financial controls are
adequate and were operatinge ffectively and

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

19. AUDITORS
STATUTORY AUDITORS

The Members, at the 43^rd Annual General Meeting held on September 27, 2022,
appointed M/s. D.P.V. & Associates, Chartered Accountants, [Firm’s Registration
No.011688S] as the Statutory Auditors of the Company, to hold office for a term of 5 (five)
years from the conclusion of the 43^rd Annual General Meeting(AGM) of the Company
held for the financial year 2022-23 until the conclusion of the 48^thAGM of the company
for the financial year 2026-27 on such remuneration as may be determined by the Board
of Directors.

Pursuant to the amendment to Section 139 of the Companies Act, 2013 which
wasnotified on May 7, 2018, ratification of appointment of Statutory Auditors at every
AGM is no longer required .There are no qualifications, reservation or adverse remarks or
disclaimer made in the audit report for the Financial Year 2022-2023. The existing
Auditor’s term expired at the conclusion of the 43^rd Annual General Meeting of the
Company held on 27.09.2022. Hence Based on the Recommendations of the Audit
committee at their meeting held on 21.05.2022, the Board, at their meeting
held on 21.05.2022 appointed M/s DPV and Associates, Chartered Accountants, Sri
Ranga, No.51 Mambalam High Road,T.Nagar, Chennai -17 as Statutory auditors of the
company from the conclusion of this 43^rd AGM till the conclusion of 48^th AGM to be
held in the year 2027 on such terms and remuneration as may be mutually agreed upon
between the said Auditors and Board of Directors of the Company”The Company has
also obtained necessary consent under Section 139 and eligibility certificate under
Section 141 from M/s DPV and Associates Chartered Accountants, Sri Ranga, No.51
Mambalam High Road T.Nagar, Chennai-600 017 - D.P.V. & Associates (Firm Registration
Number 011688S),Chartered Accountants, Chennai-17, to the effect that their
appointment, if made, would be inconformity with the provisions of the Companies Act,
2013 and the appointee Statutory Auditors is holding a valid Peer Review Certificate
issued by the Institute of Chartered Accountants of India.

COST AUDITORS

On the recommendation of the Audit Committee the Board of Directors appointed
M/s.Latha Venkatesh& Associates, Cost Accountants (Firm Registration No. 101017),as Cost
Auditor of the Company for the financial year 2023-24 under Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment
Rules, 2014. M/sLatha Venkatesh & Associates has confirmed that they are free from
disqualification specified under Section 141(3) and proviso to Section 148 (3) read with
Section 141(4) of the Companies Act 2013 and that their appointment meets the
requirements of Section 141 (3) (g) of the Companies Act, 2013. They have further
confirmed their independent status and an arm’s length relationship with the Company.

The remuneration payable to the Cost Auditor is required to be placed before the
Members at the ensuing AGM for their confirmation and approval. Accordingly, a
Resolution for seeking appointment and remuneration payable to Cost Auditor is
included in the notice convening the Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,the
Company has appointed Mr. VS Sowri Rajan (FCS 2368), Company Secretary in Practice
to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit
Report is annexed here with and forms part of this Report.

The Company has ensured compliance of the Secretarial Standards issued by the
Institute of Company Secretaries of India during the period under review. Accordingly, no
qualifications or observations or other remarks have been made by the Secretarial
Auditor in the said Report.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SEC.143(12)

During the year under review, there were no frauds reported by the auditors to the
Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

21. HUMAN RESOURCES

The company continued to lay emphasis on creating a high performing work culture to
achieve organizational goals of the present as well as those of the future in a sustainable
way by establishing a culture of process discipline, organizational oneness and achievement
orientation across its businesses through simplification and digitization, empowerment,
project-based working and customer centricity.

The information relating to employees and other particulars required under Section197
of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request.

In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being
sent to the Members excluding the information on employees, particulars of which are
available for inspection by the Members at the Registered Office of the Company during
business hours on all working days of the Company up to the date of the forth coming
Annual General Meeting. If any Member is interested in obtaining a copy there of, such
Member may write to the Company Secretary in the said regard.

The disclosure with regard to remuneration as required under Section 197 of the Act
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is attached and forms part of this Report

22. INTERNAL CONTROL SYSTEMS
Internal Audit and their adequacy

The Company has in place well defined and adequate internal controls commensurate with
the size of the Company and the same were operating effectively throughout the year. To
maintain its objectivity and independence, the Internal Auditor (IA) reports to the Chairman
of the Audit Committee of the Board. The IA evaluates the efficacy and adequacy of
Internal Control System, its compliance with operating systems and policies of the
Company and accounting procedures at alllocations of the company. Based on the
report of IA, process owners undertake corrective action in their respective are as and
there by strengthen the controls.Significant audit observations and corrective actions
there on a represented to the Audit Committee of the Board.

Internal Financial Control Systems with reference to the Financial Statements

The Company has complied with the specific requirements of the Companies Act, 2013,
which call for establishment and implementation of an Internal Financial Control framework
that supports compliance with requirements of the said Act in relation to the Directors’
Responsibility Statement.

The Company has in place adequate internal financial controls commensurate with th e size,
scale and complexity of its operations. During the year, such controls were tested and no
reportable material weakness in the designor operations were observed.The Company
has policies and procedures in place for ensuring for proper and efficient conduct of its
business, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial information.

The company has adopted Accounting Policies which are in line with the Accounting
Standards and the Act. These are in accordance with generally accepted accounting
principles in India. Changes in policies, if required, are made in consultation with the
Auditors and are approved by the Audit Committee.

The Risk Management Committee of the Board of Directors reviews the risk mitigation plans
periodically to monitor the key risks of the Company and evaluate the management of
such risks for effective mitigation.

The company has a robust financial closure, certification mechanism for
certifyingadherence to various accounting policies, accounting hygiene and accuracy of
provisions and other estimates.

23. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism named Ethical View Reporting Policy (EVRP) to
report concerns about unethical behaviour, actual/suspected frauds and violation of
company’s code of Conduct. Protected disclosures can be made by a whistle blower
through several channels. An Ethical View Committee has been constituted to discuss the
finding of the investigations of the complaints and to recommend remedial actions. The
Audit Committee of the Board oversees the functioning of the Ethical View Committee.

Also, during the year, your Company reached out extensively to employees to conduct
greater awareness on Value Creation in Competitive Environment (VCCE) and on Anti
Bribery and Corruption Directive (ABCD) through e-learning modules and face to face
sessions, achieving a high level of engagement and compliance. This reflects your
company’s strong commitment to Zero tolerance for non-compliances in this regard and
to doing business the right way and with integrity.

24. BOARD EFFECTIVENESS

a. Familiarization Programme for the Independent Directors

In compliance with the requirements of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Company has put in place of familiarization
Programme for the Independent Directors to familiarize them with their role, rights and
responsibility as Directors, the working of the Company, nature of the industry in which the
company operates, business model etc.The details of the familiarization programme are
explained in the Corporate Governance Report.

b. Board Evaluation

Pursuant to the provisions of the Act and the SEBI (LODR) Regulations 2015, the Board has
carried out the annual performance evaluation of its own performance, the Directors

individually as well as the evaluation of the working of its Audit, Nomination &

Remuneration and Compliance Committee. The criteria applied in the evaluation
process are explained in the Corporate Governance Report.

25. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success in the market place and a good

reputation are among the primary determinants of value to the Shareholder. The

organizational vision is founded on the principles of good Governance and by theresolve
to be a customer-centric organization which motivates the Company’s Management to
be aligned to deliver leading-edge building products backed with dependable after sales
services.

Your Company is committed to creating and maximizing long-term value for
Shareholders and essentially follows a four-pronged approach to achieve this end.

a) By increasing all-round operational efficiencies.

b) By identifying strategies that enhance its competitive advantage.

c) By managing risks and pursuing opportunities for profitable growth, and

d) by cementing relationships with other important Stakeholder
Groups through meaningful engagement processes and mutually

rewarding associations that Enable it to create positive impacts on
the economic, societal and environmental dimensions of the Triple
Bottom Line.

Underlying this is also a dedication to value-friendly financial reporting that assures the
Shareholder and investor of receiving transparent and unfettered information on the
Company’s performance.

26. ECONOMIC SCENARIO AND OUTLOOK

The critical challenges before your Company would include the following:

• To continue to step up the sale of value creating Premium products.

• To further streamline channel management and strengthen marketing
activities in a manner that leverages the Company’s brand equity.

• To continue promotion and facilitation of cashless transactions in the
retail network with a view to ensure uninterrupted retail off takes.

To develop the means to foresee changes in the value chain and the agility needed to keep
strict control on the costs of fuel and raw materials amid volatile global prices.

27. G.I. PIPES & TUBES-PERFORMANCE

PARTICULARS	2023-24	2022-23
Production-Metric Tonnes	8,666.150	11,873.250
Sales volume-Metric Tonnes	10,076.774	12,049.542
Net Sale Value-(Rs.in lakhs)	7,149.54	9,206.46
Operating EBITDA-(Rs.in lakhs)	101.50	122.68
Operating EBITDA-margin	1.42%	1.33%

Costs-Pipes &Tubes Business

During the year 2023-24, the company maintained a close focus on effective cost
management through various initiatives.

a) Cost of Materials consumed

Cost of materials consumed was Rs. 6,510.34 Lakhs in 2023-24 as against 8,611.35 Lakhs
during the year 2022-23.

The Company’s Sustainable Development programme continues to be
comprehensive and robust.

b) Power&Fuel

The Power & Fuel spent in 2023-24 was Rs.111.69Lakhs, as compared to Rs.114.31 Lakhs spent
in 2022-23. The Company continues to focus on reducing the overall cost of fuel as well as
shifting its dependence on linkage by optimizing the fuel mix to enhance the use of alternative
fuels.

c) Freight&Forwardingexpenses

Freight and forwarding expenses during the year is Rs. 31.26 Lakhs as compared to Rs. 29.73 Lakhs
in 2022-23.

d) Employee costs

Overall employee costs, decreased by 6.02% in 2023-24.

e) Other Expenditure

Other expenditure constitutes Rs.143.23 Lakhs for 2023-24 of total expenditure of the
company as compared to Rs.149.13 Lakhs in the previous year.

28. SUSTAINABLE DEVELOPMENT

C02 Emissions:

Your Company is committed to cut its carbon footprint in line with the Low Carbon
Technology Roadmap for the Pipe Industry.

GreenEnergy

Controlling Emissions: The installation of dust monitors as per the statutory requirement
of TNPCB was completed at our plant.

Water Performance:

Performance and to achieve a water positive status, the company has focused its efforts
on two approaches:

i) Reduction of fresh water intake by lowering water demand in process and
non-process areas and waste water recycling after treatment. Water metering
and monitoring systems were installed.

ii) Conservation of water by rain water harvesting in plants, and sustained

Water harvesting measures undertaken over the years has helped our Plant
become self-reliant without being dependent on natural water sources like
rivers and boreswells.These two approaches have helped your Company
reduce its specific wate rconsumption.

Biodiversity

Your Company is committed to the conservation of biodiversity. Efforts on biodiversity
conservation are focused on following areas:

i) To study and assess the biodiversity operated by the Company.

ii) On-ground implementation of activities which conserves biodiversity:

iii) Afforestation activities in and around our plant premises with native species of
trees at our Plant.

29. HEALTH & SAFETY (H & S Policy-Initiatives)

H & S Business processes and information systems across the Company were further
strengthened with the proposed launch of an online H&S application called
“Click2Safety”. This application helps streamline reporting in a manner that gives access to
all employees, is standardized, is faster and enriches the H&S Database.

30. LOGISTICS SAFETY

Logistics safety is one of the major focus areas for your Company. Ongoing
initiativesundertaken in this regard included provisions of various plant and parking level
protocols, creation of certain hygiene factors for truck drivers and their crew such as
amenities at truck parking yards, improving tarpaulin tying practices, improving Personal
Protective Equipment usage, renewal of logistics contracts to include safety parameters
and issue of “passports”, for drivers as well as vehicles which are informal internal
databases that provide details of individual identity, registration, roadworthiness and
safety preparedness.

31. HUMAN RESOURCES

The company adopted a functional organization structure which is intended to enable the
organization to be more collaborative, agile and streamlined in implementing strategy,
harnessing internal functional expertise to the fullest and in enhancing stakeholder value.

Employee Relations

The HR policy is intended as a part of the Company’s continuous efforts to offer one ofthe “Best
Places to Work” in the Pipe Industry. This policy was designed to attract newtalent and motivate
existing employees to contribute to their peak performance levels.The Company’s HR function is
recognized in the sector for its engagement and leadership development processes in
nurturing talent necessary to keep the Organization’s talent pool future ready. The Company
continued with efforts to ensurethat its pool of human resources is “future ready” through its
robust processes of learning & development, capability building and its development
programme for shop floor associates. Efforts continued to be taken to develop leadership lines
as well as to enhance technical and functional capabilities with special focus on nurturing
young talent, in order to meet future challenges.

India Manufacturing Transformation (IMT)

The IMT Programme aims to make the work-culture in the core areas of production and
maintenance in the Steel Pipe Plant more contemporary. This envisages a lean manufacturing
organization design with multitasking, standardization nand simplification of manufacturing
processes, improved productivity standards, introduction a centralized maintenance design
with better planning and benchmarking with the best-in-class.These initiatives will enable the
Steel Pipe Plant operate more efficiently in a competitive environment and render them
compatible with National manufacturing standards.

Industrial Relations

Employee Relations at all the Units remained cordial. This has helped to build a healthy
relationship and resolve issues through mutual dialogue.

Prevention of Sexual Harassment of Women at Workplace

The company has policy on prevention of sexual harassment at workplace in line with the
requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. An Internal Complaints Committee (ICC) to redress complaints received
regarding sexual harassment has been constituted in compliancewith the requirements of the
said Act. The company has constituted “Visakha” Committee consisting of following Members:

1. Mrs. Divya Abhishek (External Member)

2. Mrs. Priya Krishna (External Member)

3. Mrs. Latha Venkatesh (External Member)

The policy extends to all employees (permanent, contractual, temporary and trainees). Employees
at all levels are being sensitized about the new Policy and the remedies available thereunder.
During the year, the Company has not received any complaint on sexual harassment and there
are no complaints pending.

Awarenesss programme were conducted a cross the Company to sensitize the employees to
uphold the dignity of their colleagues at workplace, particularly with respect to prevention of
sexual harassment.

32. BUSINESS RISKS & OPPORTUNITIES

The Business Risk Management Committee, chaired by an Independent Director, is functioning
as required under SEBI Regulations.The committee discussed about the physical risk and
marketing risk. Details of this Committee, its terms of reference and functioning are set out in
the Corporate Governance Report.

The Company has implemented a Business Risk Management Policy which lays down the
framework to identify business risks at both corporate level and at Business Segment level.

The Company’s approach to addressing business risks is comprehensive and enables timely
anticipation of risks and identification of opportunities enabling appropriate responses,
thereby enhancing the Company’s competitive advantage. Separate approaches are defined
for each of the main business segments of Steel Pipes and forms an integral part of the
company’s Mid Term Planning cycle.

The company is faced with various risks at an operational level which very often have the
potential to offer business opportunities. Some of the main risks are discussed herein:

Proactive Safety Culture

Your company has identified Health & Safety of employees and workmen as one of its key
focus areas. These include possibilities in the areas of the availability and souring of Raw
Materials, Energy, Efficiency and Conservation, Logistics and production development and
market segmentation based on research, imbibing best practices in manufacturing and other
areas leading productivity improvement.

Safety on National roads is largely dependent on various factors such as the overall condition
and maintenance of roads, vehicle road-worthiness and general observance of road traffic
laws. As part of its Logistics Safety function and Indian Road Safety Programme, the Company
has taken several initiatives including regular simulator-based driver training, vehicle
inspection for road-worthiness and the use of GlobalPositioning Systems (GPS) to monitor
outbound movement of Steel Pipes to the enduser.

Opportunities

Your Company also regularly examines potential opportunities created from situations
involving business risks.

33. DECLARATIONS/AFFIRMATIONS

During the year under review:

- There were no material changes and commitments affecting the
financial position of the Company, which have occurred between the
end of the financial year of the Company to which the financial
statements relate viz., 31^st Mar.2024 and the date of this Report; &

- there were no significant material orders passed by the regulators
or courts ortribunals impacting the Company’s going concern status
and its operations infuture.

34. ACKNOWLEDGEMENTS

The Directors thank all Customers, Vendors, Financial Institutions, Banks, State Governments,
and Investors for their continued support to your Company’s performance and growth. The
Directors also wish to place on record their appreciation of the contribution made by all the
employees of the Company resulting in the good performance during the year under review.

35. CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion & Analysis is describing
Company’s objective, expectations and forward-looking within the meaningof applicable Securities
Laws and Regulations. Actual results may differ materially from those expressed in the statement.
Important factors that could influence the Company’s operations with regard to demand and
supply conditions affecting selling prices of finished goods, input availability and prices,
changes in Government Regulations,Tax Laws, Economic Developments and other factors such
as litigation and industrial relations.

For and on behalf of the Board

Sd/- Sd/-

N. SUDHARSAN BIVASHWADAS

DIN: 08562284 DIN:07352655

PLACE: CHENNAI
DATE: 14.08.2024

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 36th Annual Report on the business and operations of the Company and the Accounts for the Financial Year Ended March 31st, 2015.

1. Financial Summary or Highlights/Performance of the Company

The financial highlights are as follows (based on the stand alone financial statements of the company.)

Amount in Rupees

Particulars 2014-15 2013-14

Gross Income 94,09,58,397 1,06,58,33,066

Profit Before Interest, Depreciation & 7,21,35,328 5,79,26,508 Tax

Financial Expenses 1,02,84,848 1,45,65,245

Profit Before Depreciation & Tax 6,18,50,480 4,33,61,263

Provision for Depreciation 30,33,302 27,32,446

Profit Before Tax 5,88,17,178 4,06,28,817

Provision for Tax 1,08,60,312 49,97,629

Profit After Tax 4,79,56,866 3,56,31,188

Balance of Profit brought forward (2,92,73,010) (6,49,04,198)

Balance available for appropriation 1,86,83,856 (2,92,73,010)

Proposed Dividend on Equity Shares Nil Nil

Tax on proposed Dividend Nil Nil

Transfer to General Reserve Nil Nil

Surplus carried to Balance Sheet 1,86,83,856 (2,92,73,010)

Note: the figure shown as surplus carried forward to Balance Sheet subject to depreciation adjustment as per companies' act, 2013. Details for the same has been furnished in explanatory Note No. 4.3 of Financial Statements.

2. Brief description of the Company's working during the Year/State of Company's affairs

The highlights of the Company's performance are as under:

* Revenue from operations decreased by 10% to Rs.9397.20 lakhs.

* PBDIT increased to Rs.721.35 Lakhs

* Profit before Tax increased to Rs.588.17 Lakhs.

* Net Profit increased to Rs. 479.57 Lakhs.

The Revenue from operations of the Company for year ended March 31, 2015 decreased by 10% to Rs.9397.20 Lakhs as compared to previous year. The decline in turnover reflects a sharp fall in Steel prices during the second half of the year. However strong operating performance from the Tube business performance led to higher operating profits. Profit before Exceptional items and Tax increased from Rs.149.23 Lakhs to Rs.279.63 Lakhs. Profit after Tax was higher at Rs.479.57 lakhs as against Rs.356.31 Lakhs in the previous year.

The Financial Year 2014-15 has been a very successful and important year for the company. The company's square and rectangular pipe division delivered record earnings in this year even though collapse of steel prices unsettled in the market. During the year, the utilization of the capacity was 70% of the installed capacity. The company was able to capitalize on the market conditions through its operational excellence, higher efficiency and well executed strategies for raw material procuring and selling finished goods.

The Company contributes to the state exchequer primarily by way of payment of taxes and duties to various government agencies. During the year, a total of Rs. 1,08,60,310 was paid in the form of various taxes and duties.

3. Dividend

No dividend has been declared this year. Company was previously a sick unit and slowly it has started recovering. So, the directors decided to use the profit for further growth of the company.

4. Reserves

During the year under review the General Reserves of the Company stood at Rs. 1,92,47,900/- after transfer of surplus funds during the year.

5. Directors and Key Managerial Personnel

Mr. Mahaveer Singh(DIN-) 01907248 and Mr. Vikram Singh Rathore (DIN-) 01601165 Directors retire by rotation atthe forthcoming Annual General Meeting and being eligible, offer themselves for reappointment._Details of both Directors have been given in Explanatory Statement of Notice.

During the Financial Year 2014-15, Mr. Gopal Singh (DIN : 01001134), and Mrs. Seshadhri Rajalakshmi (DIN 0692786) have been appointed as an Independent Directors for term of 3 years and 5 years respectively. No Director has been retired during this year. Appointment letters of independent directors can be followed by our web-link www.tamilnadusteeltubesltd.com.

Also, Mr. Kamala Lochan Ray (ACS - 34369) and Mr. Narasimhan Sudharsan have been appointed as Company Secretary and Chief Financial Officer with effect from 04.07.2014 and 01.10.2014 respectively.

6. Particulars of Employees

Pursuant to rule 5(1) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is given in Annexure- IV; whereas Rule 5(2) is not applicable as no such employee is appointed this financial year.

7. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Seven Board Meetings and five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

8. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

9. Declaration by an Independent Director(s) and Re-appointment.

A declaration by an Independent Director(s) that he/she meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 -Declarations are attached as Annexure.

Mrs. Seshadhri Rajalakshmi, has been appointed as an Independent Director for Five Years and Mr Gopal Singh, has been appointed as an Independent Director ("Small Shareholders' Director") for a period of three years. The letters of Appointment for Independent Directors, setting of terms and conditions of appointment of Independent Directors is available for inspection at the Regd. Office of the Company during business hours on any working day and is also available on the website of the Company www.tamilnadusteeltubesltd.com

10. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is enclosed in Annexure-IV of the Directors Report.

Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employees' remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report in Annexure

B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company, as no such employee has been appointed.

C) The following disclosures are mentioned in the Board of Director's Report under the heading"Corporate Governance", attached to the financial statement:—

(i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the Directors;

ii) Details of fixed component and performance linked incentives along with the performance criteria;

11. Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures - is not applicable to the Company as the Company has no subsidiary or joint venture

12. Auditors

The Auditors, M/s Abhay Jain & Co.,( FRN N0.-OOOOO8S) Chartered Accountants, Chennai retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of two years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 38th AGM.

13. Auditors' Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

14. Disclosure about Cost Audit

As per the Cost Audit Orders, Cost Audit is applicable to the Company's Steel Product business of the Company for the FY 2015-16.

In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, CMA Latha Venkatesh (Firm Regn. No. 101017, M. No.27953) Cost Accountant, has been appointed as Cost Auditor to conduct the audit of cost records of the company for the Financial Year 2015-16. The Remuneration proposed to be paid to her requires ratification of the shareholders of the Company. In view of this, the Company's ratification for payment of remuneration to Cost Auditor is being sought at the ensuing AGM.

15. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, Mr. V.S Sowrirajan ( FCS:2368 / CP No. 6482), Practicing Company Secretary, has been appointed as Secretarial Auditors of the Company. The Report ("MR-3") of the Secretarial Auditors is enclosed as Annexure to this report. The report is self-explanatory and do not call for any further comments.

16. Internal Audit & Controls

The Company continues to engage Mr Gaurav Jain, (Membership No: 235410.), Chartered Accountant, as its Internal Auditor. His scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an"ongoing basis" to improve efficiency in operations.

17. Vigil Mechanism :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.tamilnadusteeltubesltd.com The name of compliance officer : Mr M T Elumalai, e-mail id: [e-mail]

18. Risk Management Policy

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified & assessed. The Risk Management Policy was reviewed and approved by the Committee.

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviours Management System that governs how the business of the Company and manages associated risks.

The Company has introduced several improvements to Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

19. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report is attached as ANNEXURE

20. Details in respect of adequacy of Internal financial controls with reference to the Financial Statements.

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. Audit committee, risk management committee and independent directors committee have been constituted to observe internal control system.

21. Deposits:

The company has not accepted any Deposit from the public falling within the ambit of Sec.73 of the Company Act 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

23. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto has been disclosed in Form No. AOC-2. as Annexure .

24. Corporate Governance Certificate

The Compliance certificate from the Auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.

25. MANAGEMENT DISCUSSION AND ANALYSIS

The global economy witnessed a marked slowdown emerging economies as well as developed countries showed less than anticipated growth rate. In Domestic markets macroeconomic conditions showed signs of improvements, there was marginal increase in the GDP growth, with inflation falling within satisfactory levels, improved market sentiment post elections and Rupee remaining stable throughout the year. However, the South Indian markets showed very slow sign of progress especially in the Steel Products industry. The economic scenario was quite challenging last year however the Company achieved better than expected results.

Economic scenario and outlook

The growth in 2014-15 decreased as compared to the year 2013-14. The whole sale and consumable price inflation has also been decreased compared to the last year price on the back of the strong base effect. Contrary to the expectations, the steel pipe growth has been decreased during the year. The local economic growth appears to have bottomed out and gradual increase in economic activity is expected in 2015-16. The medium term to long term growth prospects look positive in view of the government determination to bring in reforms. For the year 2015-16, the economic is expected to grow at a higher rate than in 2014-15. The long term prospects for the economy are optimistic.

Steel pipe industry outlook and opportunity

The overall steel pipe demand is estimated to grow at the rate of 6% in 2015 the consumption growth may go beyond 6% if investment is made in the infrastructure segments, with the gradual reduction in the fiscal deficit and consumer price index. The company's continued focus on cost reduction, its trust on increasing the sale of its products and various other customer excellence initiatives should help in presenting improved performances.

Market development

The domestic sales in the southern states in 2014-15 increased by 1.5% as compared to last year. The company continues to focus on the individual consumer segment for higher profitability.

Square Pipe Business:

TNT's Square Pipe business continued on its growth trajectory with revenues and increasing despite a challenging price environment.

Direct Business

TNT Direct business grew profitably, during the year 2014-15, by achieving Profits before Depreciation, Finance Cost and Tax Expenses (PBDIT) of Rs. 721,35,328 an increase of 19.70 % as against the previous financial year.

Finance

Cash and cash equivalent as on 31st March 2015 is Rs. 1,16,63,296. The company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Costs

During the Financial Year 2014-15, the company witnessed its upward movement, in the overall costs structure and the company continued to focus on the cost improvements through its excellent programmers.

Selling price

The company is selling its products at a competitive prices keeping in mind the need to overcome the present scenario.

Sustainable development

The sustainability has been deeply embodied into the company's business and has become an integral part of its decision making process while considering social, economic and environmental dimensions. During the year 2014-15 a sustainability program was developed to attain (1) reduction of emission (2) reduction in power consumption (3) reduction in water consumption (4) to include CSR programs . The company has obtained the certificate from the Pollution Control Board and other departments in accordance with the statutory requirements.

26. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition, & Redressal) Act, 2013 and Rules made there under, your Company has constituted a Committee viz."Health, Safety, Environmental and Women Protection Committee"chaired by Mrs Seshadhri Rajalakshmi, Director of the Company.

*During the year Company has not received any complaint of harassment.

27. Conservation of Energy. Technology Absorption and Foreign Exchange Earnings & outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure to this Report.

28. Corporate Social Responsibility (CSR)

"The Corporate Social Responsibility and Governance Committee" (CSR&G Committee) has been formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. Though it is not mandatory for this company during the Financial Year 2014-15, under Section 135, Rule 9 of Companies (Corporate Social Responsibility Policy) of the Companies Act, 2013, the company has initiated steps on a voluntary basis. The CSR Policy may be accessed on the Company's website at the link: www.tamilnadusteeltubesltd.com

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability.

The Company has identified areas of engagement which are as under:

* Education: Access to quality education, training and skill enhancement.

* Environment: Environmental sustainability, ecological balance, conservation of natural resources. The Company would also undertake other need based initiatives as may be decided from time to time.

*During the year, the Company has not spent any amount on this account.

29. Human Resources

Your Company treats its"human resources" as one of its most important assets.

Many initiatives have been taken to support business through organizational efficiency. Process change support and various employees engagement programs which helped the organization to achieve higher productivity levels. A significant effort has also been undertaken, to develop leadership as well as technical / functional capabilities in order to meet future talent requirements.

Media and Entertainment

The Company has done advertisement in Newspapers and wall posters, Banners and website.

30. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, state 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 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 31,2015 and of the profit 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. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

3 2. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Bombay Stock Exchange Ltd. (BSE) and Ahmedabad Stock Exchange Ltd. (ASE) where the Company's Shares are listed.

33. Acknowledgements

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, customers, Vendors, Dealers, and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board

Place: CHENNAI Date: 01.08.2015 VIKRAM SINGH RATHORE RAKESH GOYAL Director Managing Director (DIN :01601165) (DIN : 00990310)

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 35th Annual Report of the Company together with audited accounts for the Year ended 31st March 2014.

FINANCIAL REVIEW : Your Company increased production of Steel Pipes and achieved saleable Pipes representing 50% of Capacity Utilization. With the help of various management initiatives taken, your Company reached a Turn Over of Rs. 106.58 Crores during the financial year 2013-14 which is higher by 3% over the last year.

(Rupees in Lacs)

This Year Previous Year RESULTS 2013-2014 2012-2013

Revenue from Operations & other Income 10,658.33 10,360.70

Cost of Material consumed 9,671.41 9,187.33

Changes in inventories of Finished Goods (50.41) 15.37

Payment to Employees 169.03 164.10

Financial Expenses 145.65 117.22

Depreciation 27.32 20.03

Amortization Expenses - -

Other Expenses 546.09 523.52

Exceptional items (257.06) -

Extraordinary items - -

Profit before Tax 406.29 332.53

Current Tax 47.80 115.10

Deferred Tax 2.18 1.55

Profit/(Loss) for the period 356.31 215.87

RESULTS OF OPERATIONS : Operating in a volatile and uncertain environment, the company has demonstrated resilience of the business module. The Company''s best in class of Steel Pipes business enabled it to deliver robust profit in the financial year 2013-14.

The Company is one of the largest contributor to the exchequer in the State of Tamilnadu.

The trend indicates a slight improvement in the operational results in spite of fall in global recession, fall in demand, and violent fluctuations in Steel Prices. Further improvement is expected in the coming year with revival of economy.

PRODUCTION REVIEW : In the year 2013-14 your Company continued with their Journey of relentless improvement in production, product mix and efficiency parameters. Your Company recorded higher volume of Saleable Pipe Production registering a growth of 20% over corresponding period of last year, with a capacity utilization of 50% during the year.

RAW MATERIAL : During the year, 2013-14, almost total requirements of Coils was met out from indigenous sources.

SALES & MARKETING REVIEW : Your company has achieved and strengthened its presence in the local as well as in the neighbouring States during the year.

GROWTH PLAN : Keeping in view the acceleration in demand for Steel Pipes in the Southern States your Company is currently producing Square & Rectangular Pipes in a phased manner.

DIVIDEND : In order to conserve the liquid resources no Dividend has been declared by the company. Your Directors believe that this will enhance Share value.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT : Management''s discussion and analysis report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate Section forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Sec.217(2AA) read with Section 292A of the Companies Act 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

a) in the preparation of Annual Accounts for the year ended 31st March 2014, the applicable Accounting Standards read with the requirements set out under Schedule VI to the Companies Act, 1956 have been followed and there are no other 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 31st March 2014 and the Profit 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 Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

d) the Directors have prepared the Annual Accounts on the "going concern" basis.

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE : During the year, your Directors have constituted social responsibility and governance committee comprising Mr. M.J. Lakshmi Narasimha Rao, Mr. Pradip Kumar Dubey and Mr. Pradeep Kumar Tiwari.

The said committee has been entrusted of formulating and recommending to the Board a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

FINANCIAL STATEMENTS : In accordance with the Accounting Standards (AS) - 21 the Audited Financial Statements is provided in the Annual Report.

STATUTORY STATEMENTS:

REPORT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. : The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Sec.217(1)(e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure to this Report.

CORPORATE GOVERNANCE : The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented good corporate governance practice as prevalent nationally.

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliances with the conditions of the Corporate Governance as stipulated under the aforesaid Clause 49 is attached to the report on Corporate Governance.

BUSINESS RESPONSIBILITY REPORT : SEBI vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012 mandated the listed entities based on market capitalization at BSE & NSE to include Business Responsibility Report as part of Annual Report describing the initiatives taken by the Companies from environmental, social and governance perspective. Pursuant to the above, the Stock Exchanges included in the Listing Agreements, as suggested framework of BRR. Accordingly the BRR is attached which forms part of the Annual Report.

AUDITORS'' & AUDITORS'' REPORT : M/s.Abhay Jain & Co., Chartered Accountants, the Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for reappointment. The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

COST AUDITOR : The Central Govt, had directed an Audit of the Cost Accounts maintained by the Companies in respect of Steel Industries Business as per their circular No. 1/27011/2/2012-coord., Dt. 23.02.2012. Accordingly, the Company has appointed Mrs. Lata Venketesh, the Cost Auditor for conducting the audit of cost records of the Company for the Financial Year 2013-14.

PARTICULARS OF EMPLOYEES:- There was no employee of the Company who received remuneration in excess of the limits prescribed under Sec. 217(2A) of the Companies Act 1956 read with the Companies (Particulars of employees) Rules 1975.

INTERNAL CONTROLS AND THEIR ADEQUACY : The internal control systems are commensurate to the size of the operations of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

CORPORATE COMMUNICATION : Communication, both internal and external plays a pivotal role in keeping well connected to our Stake-holders and in brand building exercise of organisation. The company has ensured publications of advertisements in leading newspapers, company''s website.

EXPORT:- No Export has been done during the year as well as in the previous year. The absence in Exports is due to un-remunerative overseas pricing and variations in Dollar ($) prices

LISTING FEES : Listing Fees has been paid up to date for the Financial Year 2014-15 for all the Stock Exchanges viz. Madras (Regional) Mumbai and Ahmedabad.

DIRECTORS : Pursuant to the provisions of Section 149 (2) of the Companies Act, 2013 of the Company, Mrs. Seshadri Rajalakshmi is appointed as an Women Independent Director w.e.f 19/07/2014 and she will hold Office upto the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a Member proposing Mrs. Seshadri Rajalakshmi for appointment as an Independent Director, for a period of five years.

Pursuant to the provisions of Section 151 of the Companies Act, 2013, the Board has taken suo motto step to appoint Small Shareholders'' Director. On this matter, the Company has received a consent letter from one of the small shareholders'' of the Company Mr. Gopal Singh, and the Board has decided to appoint him as an Independent Director representing Small Shareholders'', subject to the approval of the shareholders at the ensuing Annual General Meeting.

Mr Pradip Kumar Dubey & Mr Pradeep Kumar Tiwari, Directors, who retires by rotation at this Annual General Meeting, have been proposed for re-appointment and the Company has received requisite notice from a Member proposing Mr Pratip Kumar Dubey & Mr Pradeep Kumar Tiwari for reappointment as Independent Directors for a period of five years.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under Sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

INDUSTRIAL RELATIONS : Industrial Relations have continued to be good during the year.

"SICK" INDUSTRY : Your Company has become a "Sick" Industrial Company within the meaning of Clause (O) of Sec.3 of the Sick Industrial Companies (Special Provisions) Act 1985, and has been Registered with BIFR (Board for Industrial & Financial Reconstructions), New Delhi. Indian Bank (HO), Chennai appointed as "Operating Agency" (O.A), by BIFR. The Hon''ble BIFR after examining the final report at their final hearing, passed Orders sanctioning the Rehabilitation Scheme by allowing certain concessions. As per the Sanctioned Scheme (SS), the company is acting on it by complying necessary formalities and regularly submitting Compliance Reports/Progress Reports periodically therefor. In view of the present status of the Company, the Company has submitted the Modified Draft Rehabilitation Scheme (MDRS) Proposal to the Hon''ble BIFR, for inclusion of certain non statutory liabilities and requested to accept MDRS, and the same was also allowed by the Hon''ble BIFR. Hence, the Company has submitted the necessary MDRS proposal to the O.A. (Operating Agency) viz. Indian Bank, and the process is going on.

ACKNOWLEDGEMENT :- Your Directors would like to express their appreciation for the assistance and co-operations received from the Banks, Government Authorities, Customers, Vendors, Dealers and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s Executives, Staffs and Workers.

For and on Behalf of the Board

Sd/- Sd/- PLACE: CHENNAI RAKESH GOYAL MAHAVEER SINGH DATE : 19.07.2014 Managing Director Director

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Mar 31, 2012

The Directors present the 33rd Annual Report on the working of the Company for the Year 2011-2012.

RESULTS :- (Rupees in Lacs)

Particulars This Year Previous Year

Revenue from Operations & other Income 8,088.60 7,760.20

Cost of Material consumed 7,364.27 6687.75

Purchase of Stock in Trade 128.78 229.39

Changes in inventories of Finished Goods (112.48) (65.41)

Payment to Employees 88.46 72.99

Financial Expenses 79.65 231.25

Depreciation 21.56 21.61

Amortization Expenses - -

Other Expenses 422.63 584.78

Exceptional items - -

Extraordinary items - -

Profit before Tax 95.73 (2.16)

Current Tax 26.75 -

Deferred Tax (2.05) 3.03

Profit/(Loss) for the period 71.03 0.87

The trend indicates a slight improvement in the operational results in spite of fall in global recession, fall in demand, and violent fluctuations in Steel Prices. Further improvement is expected in the coming year with revival of economy.

EXPORT:- No Export has been done during the year as well as in the previous year. The absence in Exports is due to un-remunerative overseas pricing and fall/variations in Dollar ($) prices.

YOUR Company has become a "Sick" Industrial Company within the meaning of Clause (O) of Sec. 3 of the Sick Industrial Companies (Special Provisions) Act 1985, and has been Registered with BIFR (Board for Industrial & Financial Reconstructions), New Delhi. Indian Bank (HO), Chennai-1 appointed as "Operating Agency" (O.A), by BIFR. The Hon'ble BIFR after examining the final report at their final hearing, passed Orders sanctioning the Rehabilitation Scheme by allowing certain concessions. As per the Sanctioned Scheme (SS), the company is acting on it by complying necessary formalities and regularly submitting Compliance Reports/Progress Reports periodically therefor. In view of the present status of the Company, the Company has submitted the Modified Draft Rehabilitation Scheme (MDRS) Proposal to the Hon'ble BIFR, for inclusion of certain non statutory liabilities and requested to accept MDRS, and the same was also allowed by the Hon'ble BIFR. Hence, the Company has submitted the necessary MDRS proposal to the O.A. (Operating Agency) viz. Indian Bank, and the process is going on.

LISTING FEES: Listing Fees has been paid up to date for the year 2011-12 for all the Stock Exchanges viz. Madras (Regional), Mumbai and Ahmedabad.

PARTICULARS IN REGARD TO CONSUMPTION OF ENERGY: Details are furnished in the Annexure.

DIRECTORS : Mr. Mahaveer Singh & Mr. Pradip Kumar Dubey, Directors, who retires by rotation at this Annual General Meeting, have been proposed for re-appointment

INDUSTRIAL RELATIONS: Industrial Relations have continued to be good during the year.

REPORT ON CORPORATE GOVERNANCE :- Your Board of Directors have taken note of the amendments to the Listing Agreement communicated by the Stock Exchanges as prescribed by SEBI and have also noted the Schedule for implementation of the Amendments.

a) AUDIT COMMITTEE :- Your Directors have constituted an Audit Committee consisting of Sri MJ Lakshmi Narasimha Rao (Independent Director) as Chairman, Mr. Pradip Kumar Dubey (Independent/Non-Executive Director), Mr. Mahaveer Singh and Mr. Vikram Singh (Non-Executive Directors) as its present Committee Members, having regard to Annexure-2 under Clause 49 of the Listing Agreement, to consider matters specified in the paragraphs as well as any other matters that may be referred to the Committee under the provisions of the Corporate Governance.

b) SHAREHOLDERS' GRIEVANCES COMMITTEE: - Your Directors have also constituted a "Shareholders' Grievances Committee" consisting of Mr. MJ Lakshmi Narasimha Rao (Director) as Chairman and Mr. Mahaveer Singh and Mr. Vikram Singh (Directors) as Committee Members, having regard to Annexure-2 under Clause-49 of the Listing Agreement, to consider matters specified in the paragraphs as well as any other matters that may be referred to the committee under the provisions of the Corporate Governance.

c) DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE: As per Clause 49-IV (G)(ia), of the Listing Agreement, (Amended) vide SEBI Circular dt. 08.04.2008:- All the Directors of the Company, viz. Mr. Rakesh Goyal, Managing Director, Mr. MJ Lakshmi Narasimha Rao, Mr. Mahaveer Singh, Mr. Vikram Singh, Mr. Pradip Kumar Dubey, Directors, are not related to each other, and they are also not having any interest in in any other Companies.

REPORT ON MANAGEMENT DISCUSSION & ANALYSIS (MD & A) : This Report in detail is included in "Report on Corporate Governance" annexed in this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT :- In terms of Sec. 217(2AA) read with Section 292A of the Companies Act 1956, we, the Directors of Tamilnadu Steel Tubes Ltd., state in respect of Financial Year 2011-12 that;

a) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures ;

b) the Directors 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 at the end of the Financial Year and of the Profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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;

LIST OF EMPLOYEES FALLING UNDER SEC. 217(2A) OF THE COMPANIES ACT 1956:-

Nil

ACKNOWLEDGEMENT :- Your Directors acknowledge and wish to place on record the support and co-operation received by the Company from Central Govt., State Govt., and the Bankers.

On Behalf of the Board

Sd/-

RAKESH GOYAL Managing Director

PLACE: CHENNAI DATE : 29.06.2012

---

Mar 31, 2010

The Directors present the 31st Annual Report on the working of the Company for the Financial Year 2009-2010.

This Year Previous Year

2009-2010 2008-2009

FINANCIAL RESULTS :- (Rupees in Lacs)

Sales & Other Receipts 7,276.89 6,314.20

Expenditure 7,348.45 6,016.13

Material consumed and Mfg. Expenses 6,291.37 5,472.77

Administrative Expenses 422.44 382.00

Selljng & Distribution Expenses 418.92 94.92

Interest & Financial Charges 48.52 30.46

Preliminary Expenses written off - 15.75

Depreciation 19.45 20.22

(lncrease)/Decrease in Stock (68.91) 16.05

Profit / (Loss) for the year (2.65) 282.02

Provision for Taxation 358.46 0.58

Surplus / (Deficit) (361.11) 281.44



The trend indicates fall in operational results due to global recession, fall in demand, and violent fluctuations in Steel Prices. Improvement is expected in the coming year with revival of economy.

EXPORT:- No Export has been done during the year as well as in the previous year. The fall in Exports is due to un-remunerative overseas pricing and fall/variations in Dollar ($) prices.

YOUR Company has become a "Sick" Industrial Company within the meaning of Clause (O) of Sec.3 of the Sick Industrial Companies (Special Provisions) Act 1985, and has been Registered with BIFR (Board for Industrial & Financial Reconstructions), New Delhi. Indian Bank (HO), Chennai-1 appointed as "Operating Agency" (O.A), by BiFR. The Honble BIFR after examining the final report at their final hearing, passed Orders sanctioning the Rehabilitation Scheme by allowing certain concessions. As per the Sanctioned Scheme (SS), the company is acting on it by complying necessary formalities and regularly submitting Compliance Reports / Progress Reports periodically therefor.

In view of the present status of the Company, the Company has submitted the Modified Draft Rehabilitation Scheme (MDRS) Proposal to the Honble BIFR, for inclusion of certain liabilities and requested to accept MDRS, and the same was also allowed by the Honble BIFR. Hence, the Company has submitted the necessary MDRS proposal to the O.A. (Operating Agency) viz. Indian Bank, and the process is going on.

LISTING" FEES: Listing Fees has been paid up to date for the year 2010-11 for all the Stock Exchanges viz. Madras(Regional) Mumbai and Ahmedabad.

PARTICULARS IN REGARD TO CONSUMPTION OF ENERGY:

Details are furnished in the Annexure.

DIRECTORS: Mr M.J. Lakshmi Narasimha Rao, & Mr Mahaveer Singh, Directors, who retire by rotation at this Annual General Meeting, have been proposed for re-appointment

INDUSTRIAL RELATIONS: Industrial Relations have continued to be good during the year.

REPORT ON CORPORATE GOVERNANCE :- Your Board of Directors have taken note of the amendments to the Listing Agreement communicated by the Stock Exchanges as prescribed by SEBI and have also noted the Schedule for implementation of the Amendments.

a) AUDIT COMMITTEE:- Your Directors have constituted an Audit Committee consisting of Sri MJ Lakshmi Narasimha Rao (Independent Director) as Chairman, Mr Mahaveer Singh and Mr Vikram Singh (Independent/Non-Executive Directors) as its present Committee Members, having regard to Annexure-2 under Clause 49 of the Listing Agreement, to consider matters specified in the paragraphs as well as any other matters that may be referred to the Committee under the provisions of the Corporate Governance.

b) SHAREHOLDERS GRIEVANCES COMMITTEE: - Your Directors have also constituted a "Shareholders Grievances Committee" consisting of Mr MJ Lakshmi Narasimha Rao (Director) as Chairman, and Mr Mahaveer Singh and Mr Vikram Singh (Directors) as Committee Members, having regard to Annexure-2 under Clause-49 of the Listing Agreement, to consider matters specified in the paragraphs as well as any other matters that may be referred to the committee under the provisions of the Corporate Governance.

c) DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE: As per Clause 49-IV (G)(ia), of the Listing Agreement, (Amended) vide SEBI Circular dt. 08.04.2008:- All the Directors of the Company, viz. Mr Rakesh Goyal, Managing Director,Mr.MJ Lakshmi Narasimha Rao, Mr Mahaveer Singh, and Mr VikramSingh, Directors, are not related to each other, and they are also not having any interest in any other Companies.

REPORT ON MANAGEMENT DISCUSSION & ANALYSIS (MD & A):

This Report in detail is included in "Report on Corporate Governance" annexed in this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT :- In terms of Sec.217(2AA) read with Section 292A of the Companies Act 1956, we, the Directors of Tamilnadu Steel Tubes Ltd., state in respect of Financial Year 2009-10 that;

a) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along 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 at the end of the Financial Year and of the Profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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;

LIST OF EMPLOYEES FALLING UNDER SEC. 217(2A) OF THE COMPANIES ACT 1956 :- Nil

ACKNOWLEDGEMENT:- Your Directors acknowledge and wish to place on record the support and co-operation received by the Company from Central Govt., State Govt., and the Bankers.



On Behalf of the Board

CHENNAI RAKESH GOYAL

26.06.2010 Managing Director