Directors Report of JTL Industries Ltd.

Mar 31, 2018

DIRECTORS’ REPORT

Dear Stakeholders,

The Directors have pleasure in presenting their 27^th (Twenty Seventh) Annual Report together with the Audited Financial Statements, Auditors Report and the Report on the business and operations of the Company, for the financial year ended 31^st March 2018.

FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY

The summary of operating results for the year 2017-18 and appropriation of divisible profits is given below.

(Rs. in Lacs)

Sr. No	Particulars	Year Ended 31.03.2018	Year Ended 31.03.2017
1.	Net Sales	16973.86	11279.09
2.	Misc. Income	23.86	130.70
3.	Total Revenue	16997.72	11409.79
4.	Operating Expenses	15502.22	11037.23
5.	EBITA	1495.50	372.57
6.	Finance Cost	(175.59)	(113.99)
7.	Depreciation and Amortization	(49.74)	(41.69)
8.	Profit before exceptional items and tax	1270.17	216.88
9.	Exceptional Tax	(0.00)	(0.00)
10.	Profit Before Tax	1270.17	216.88
11.	Tax Expenses	(466.37)	(79.27)
12.	Profit after Tax	803.80	137.61
13.	Amount transferred to retained earnings	803.80	137.61

REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE

During the year under review, the Companies Net Turnover has increase to Rs. 16973.86 lakh as against Rs 11,279.09 lakh of previous year, which is due to combined effort put by the management, employees and workers. Percentage increase in Sale turnover is 50.49% as compared to last year. Expenditure side of the company has also increased a bit from Rs.

11,192.91 lakh in previous year to Rs. 15,727.54 Lakh during the current year. Percentage increase in expenses is 40.51 %. Resultantly, the Company’s profit before tax and extraordinary items comes out to be Rs. 1,270.17 lakh as against Rs. 216.88 lakh during last year, Profit after tax is also increased to Rs. 803.80 Lakh from Rs. 137.61 Lakh. Despite, the challenges prevailing in the Indian tube industry, the sector is poised to grow by having continuous focus on quality, value addition and further the cost management has helped your company to achieve this profitable growth. Your Directors are committed to explore all avenues to increase operations and profitability of the Company.

Comparison in tabular form is given below for determining the progress made by Company during last year -:

_____Amount in Lakhs

Sr. No	Particular	F.Y 2017-18	F.Y 2016-17	% Increase/Decrease
1	Net Sales	16973.86	11279.09	50.49 (Increase)
2.	Total Revenue	16997.72	11409.79	48.97 (Increase)
3.	Total Expenses	(15727.54)	(11192.91)	40.51 (Increase)
4.	EBITA	1495.50	372.57	301.40 (Increase)
5.	Finance Cost	(175.59)	(113.99)	54.04 (Increase)
6.	Depreciation and Amortization	(49.74)	(41.69)	19.31 (Increase)
7.	Profit Before Tax	1270.17	216.88	485.66 (Increase)
8.	Profit After Tax	803.80	137.61	484.11 (Increase)

DIVIDEND

Due to expansion programme, the management decided to conserve the surplus funds accrued to the Company during the financial year 2017-18. These funds will be utilized towards part-funding of the proposed expansions projects. Hence, Board of Directors decided not to recommend any dividend to the shareholders for the financial year 2017-18.

RESERVES

Your Directors have transferred Rs. 803.80 Lakh to the retained earnings for the financial year ended 31^st March, 2018.

DIRECTOR’S RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors including financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during Financial Year 2017-18.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm:

a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) that we 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 profits of the Company for that period;

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 accounts have prepared on a going concern basis;

e) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively; and

f) that proper internal financial controls were laid down and that such internal financial controls are adequate and operating effectively.

A Management discussion and Analysis Report as required under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 is covered in different section and forms the part of this Report.

CORPORATE GOVERNANCE

Pursuant to Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance along with reports on Management Discussion & Analysis and Certificate from the Auditor regarding compliance of conditions of Corporate Governance are made part of this report.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the company to improve its position.

ENVIRONMENT, HEALTH AND SAFETY MEASURES

Adequate safety and environmental precautions have been implemented wherever deemed necessary. Your company is having status of ISO 9001:2008 certification which is internationally recognized for the production, quality control etc. This certification gives the company international recognition and helps in boosting the export turnover.

DIRECTORS

Shri Vijay Singla is retiring by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment. In view of the valuable guidance and support received from him, your directors recommend his re-appointment at the ensuing annual general meeting.

Further, during the financial year 2017-18, no changes took place in the composition of the Board of your Company, however, Mr. Bhupinder Nayyar was appointed as an Additional Independent Director on the Board of Directors of the Company with effect from 17th May 2018, i.e., after the close of Financial year 2017-18.

Mr. Mithan Lal Singla being the Non-Executive (Non-Independent) Director in the Company have attained the age of 75 years. As per the Regulation 17(1A) of the SEBI (LODR) Regulations, 2015, as amended, the continuation of the appointment of director who have attained the age of 75 years need approval of shareholders by way of Special Resolution. Hence, the Board recommends the shareholders to pass the resolution for continuation of appointment of Mr. Mithan Lal Singla by way of Special Resolution.

KEY MANAGERIAL PERSONNEL

During the period under review, there was no change in the key managerial personnel of your Company. The Key Managerial Personnel of your Company are as under-:

1. Mr. Madan Mohan Singla Managing Director

2. Mr. Vijay Singla Whole-Time Director

3. Mr. Rakesh Garg Whole-Time Director

4. Mr. Dhruv Singla Chief Financial Officer

5. Mr. Neeraj Kaushal Company Secretary

NUMBER OF MEETINGS Board Meeting:

Eleven Board Meetings were held during the year under review on 01/04/2017, 30/05/2017, 06/07/2017, 13/07/2017, 02/08/2017, 12/08/2017, 25/09/2017, 16/10/2017, 18/12/2017, 24/01/2018, 07/03/2018.

Audit Committee Meeting:

The Audit Committee comprises of three Directors, Mr. Raj Kumar Gupta & Ms Preet Kamal Kaur Bhatia, Independent Director and Mr. Vijay Singla, Whole Time Director. All the recommendations made by the Audit Committee during the year were accepted by the Board. Four meeting of Audit Committee members were held in the year on 30/05/2017, 12/08/2017, 16/10/2017, 24/01/2018.

Nomination & Remuneration Committee Meeting:

Committee comprises of three Director, Mr. Raj Kumar Gupta & Ms Preet Kamal Kaur Bhatia are the Independent Director & Mr. Mithan Lal Singla, Non-Executive Director. Four meeting of Nomination & Remuneration Committee were held on 01/04/2017, 29/05/2017,14/10/2017 & 24/01/2018.

Stakeholders Relationship Committee Meeting:

Committee comprises of three Director, Mr. Raj Kumar Gupta & Ms Preet Kamal Kaur Bhatia are the Independent Director & Mr. Mithan Lal Singla, Non-Executive Director. Four meeting of Stakeholders Relationship Committee were held on 29/05/2017, 13/07/2017, 14/10/2017 & 24/01/2018

Independent Director Meeting:

As per the provisions of the Schedule IV of the Companies Act, 2013 there is requirement to hold the meeting of the Independent Directors (ID) once in a year in which no other Director should participate. To comply with this requirement, meeting of the Independent Directors was held on 24/01/2018.

The Company has received the necessary declarations from each ID in accordance with Section 149(7) of the Act that he/she meets the criteria of Independence as laid out in Section 149(6) of the Act and the listing Regulations.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Company does not have any company as its Subsidiary, Associates or its Joint Ventures.

EXTRACT OF ANNUAL RETRUN

The details forming part of the extract of the Annual Return in Form MGT-9 in Annexure-1 as per the provisions of the Act and rules framed there under is annexed to this Report.

PARTICULARS OF EMPLOYEES

During the, no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended. Hence, the disclosure under Rules 5(2) and 5(3) does not forms the part of this Report.

The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, in respect of directors/ employees of your Company forms the part of this Report. However, as per the provisions of Section 136 of the Act, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review the Company has not given any loan, guarantee and investment which are covered under Section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Board members are regularly informed about the potential risks, their assessment and minimization procedures. The Board frames a plan for elimination / minimization of the risk and further lays out the steps for implementing and monitoring of the risk management plan.

The Company is taking all the suitable steps to avoid the risks that arise in the Company. There is no such threat to the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

Section 135 of the companies Act, 2013 regarding Corporate Social Responsibility is applicable to the Company from the Current Year only. Company will make provisions under this regulation from the current year, whereas the Company is actively supporting various initiatives on its own for the betterment of the locals of the vicinity where the project of the Company is situated at Gholumajra.

RESEARCH & DEVELOPMENT, CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars under this head are furnished in the Annexure-2 to this Report.

There has been no change in the Capital Structure of the Company during the year under review. However, the Authorized Share Capital of the Company was increased from existing Rs. 12,50,00,000/- (Rs. Twelve Crores Fifty Lakh only) to Rs. 17,00,00,000/- (Rs. Seventeen Crores only) by way of passing Special Resolution dated 7^thApril, 2018 by the members of the Company through Postal Ballot.

Further, the Board of Directors have also made the allotment of 12,00,000 (Twelve Lakhs only) warrants fully convertible into equity shares to Promoters, Promoter Group and NonPromoters on preferential basis on 2^nd July, 2018 i.e., after the close of the financial year. The said preferential allotment of warrants was approved by the members of the Company by way of special resolution dated 7^th April, 2018 passed through Postal Ballot. Your Company has got the in-principle approval of the Stock Exchanges (BSE & MSEI) for listing of the shares to be issued after conversion of the above said warrants.

NATURE OF BUSINESS

The main activity of the Company is to manufacture and sale of ERW Black and Galvanized steel pipes, development of Infrastructural activities and all other activities revolve around that and henceforth, no product segment was made as per Accounting Standard 17. During the period under review, there was no change in the nature of business of the Company.

DEPOSITS

Your Company has neither any outstanding deposits nor, has accepted any deposits from public under Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, as amended, during the year under review

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY''S OPERATIONS

To the best of our knowledge, the Company has not received any such orders from regulators, courts or tribunals during the year which may impact the going concern status of the Company or its operations in future.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the Act) and the Rules framed there under. The Policy aims to provide protection to women at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment. The Company has not received any complaint of sexual harassment during the year.

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 34(3) of SEBI (LODR) Regulations, 2015, your Company has adopted Vigil Mechanism policy that provides a formal mechanism for all Directors, Employees and vendors of the Company to approach the Chairman of Audit Committee and make protective disclosure about the unethical behavior, actual or suspended fraud or violation of the Code of Conduct of the Company.

The vigil mechanism comprises of whistle blower policy for directors, employees and vendors. During the period under review, no complaints/fraud was reported under the Vigil Mechanism Process established by the Company.

STATUTORY AUDITORS

M/s Suresh K Aggarwal & Co, Chartered Accountants was appointed as the Statutory Auditors under Section 139 of the Companies Act, 2013 and the Rules made thereunder, in the 26^th Annual General Meeting for the Financial Year 2017-18. Board Members were satisfied with the services provided by them and on the recommendation of the audit committee of the Company, Board of Directors of the Company has recommended the appointment of M/s Suresh K Aggarwal & Co, Chartered Accountants as the Statutory Auditors of the Company for a period of 5 years, from the Financial Year 2018-19 till the Financial Year 2022-23.

The Auditor’s Report for financial year 2017-18 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the Financial Statements in this Annual Report. Further, pursuant to Section 143(12) of the Companies Act, 2013, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

COST AUDIT

As per the requirements of Central Government and pursuant to the provisions of Section 148 of the Companies Act, 2013, your Company carries out an audit of cost records every year. The Company has appointed M/s Balwinder & Associates, Cost Accountants, as Cost Auditor of the Company for the financial year 2018-19.

SECRETARIAL AUDIT

SV Associates, Practicing Company Secretaries, was appointed by the Board to conduct the Secretarial Audit of the Company for the fiscal 2018, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for fiscal 2018 forms the part of the Annual Report as Annexure-3 to the Board’s Report. There has been no Qualification(s) or adverse remarks by the Secretarial Auditor in his Secretarial Audit Report except the following observation-:

The Company has not complied with regulations 46 of the SEBI (LODR) Regulations and has not published some information on website of the Company.

Your Directors have given the following explanation to the observations of the Secretarial Auditors-:

The Company is maintaining and updating the website in time. Due to non-uploading of one or two polices the qualification was marked by the Secretarial Auditor. The Company is taking keen steps to upload these polices in time.

LISTING

The Shares of the company are listed at “Bombay Stock Exchange (BSE)” Mumbai. In December 2017, the shares of your Company also got listed on Metropolitan Stock Exchange (MSEI) and got its trading approval. The listing fees to the stock exchanges have regularly been paid by the Company.

INSURANCE

The properties/assets of your Company are adequately insured.

PARTICU

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. There were no materially significant transactions with Related Parties during the financial year 2017-18 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in Note 16 of the Notes to the financial statements. Details of transactions with related parties are given in Form AOC - 2 which is attached as Annexure-4.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. Information provided to management is reliable and timely and statutory obligations are adhered to. Details of the same are provided in the Management Discussion and Analysis Report.

The Company has an established Internal Financial Control framework including internal controls over financial reporting, operating controls and anti-fraud framework. The framework is reviewed regularly by the management and tested by internal audit team and presented to the Audit Committee. Based on the periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial Controls.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments except as reported below which affected the financial position of your Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

REMUNERATION POLICY OF THE COMPANY

The objective of the Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing the interests of Company’s stakeholders. The nomination and remuneration policy of the Company is annexed as Annexure-5 to this Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Board annually evaluates its performance as well as the performances of its committees and of Directors individually.

For evaluating the performance of the Board as a whole, the Board reviews the periodical performances of the Company and the role of the Board towards achievement of the said performances and the future plans as set out from time to time.

The performance of the Whole Time Directors is evaluated by the Board by linking it directly with their devotion towards implementation and management of the growth parameters of the Company and the actual achievements of the Company.

The performance of the Non-Executive / Independent Directors is evaluated on the basis of their contribution for adopting better corporate governance practices, transparency and disclosures in achieving the goal of the Company.

The performance of the various Committees of the Board is reviewed on the basis of the achievement of the work designated to the specific committee.

In line with the requirements of Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 24^th day of January 2018, wherein the performance of the nonindependent directors including chairman was evaluated. The Board of Directors expresses their satisfaction with the evaluation process.

INDIAN ACCOUNTING STANDARDS

Your Company has adopted Indian Accounting Standards (‘Ind- AS’) with effect from 1st April, 2017 pursuant to the Ministry of Corporate Affairs notification dated 16th February, 2015 notifying the Companies (Indian Accounting Standards) Rules, 2015. The implementation of IND-AS in 2017 was a major change in the accounting policy from 2017-18 onwards.

ACKNOWLEDGEMENT

We thank our Customers, Vendors, Dealers, Investors, Business Associates and Bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

FOR & ON BEHALF OF THE BOARD

JTL INFRA LIMITED

Sd/- Sd/-

PLACE: CHANDIGARH (MADAN MOHAN SINGLA) (VIJAY SINGLA)

DATE: 04/09/2018 MANAGING DIRECTOR WHOLE TIME

DIRECTOR

DIN: 00156668 DIN: 00156801

Sd/- Sd/-

DHRUV SINGLA NEERAJ KAUSHAL

Chief Financial Officer Company Secretary

---

Mar 31, 2016

Dear Stakeholders,

The directors have pleasure in presenting their 25^th (Twenty Fifth) Annual Report together with the Audited Financial Statement for the year ended 31^st March 2016.

1. FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY:

The summary of operating results for the year 2015-16 and appropriation of divisible profits is given below.

(Rs. In Lacs)

Particulars	Year Ended 31.03.2016	Year Ended 31.03.2015
Gross Sales	10500.94	13258.98
Less Excise Duty	1014.40	1326.99
Net Sales	9486.54	11931.98
Misc. Income	139.81	98.96
PBIT	244.52	277.02
Profit Before Tax	158.35	125.41
Profit After Tax	122.37	83.37
Profit brought forward from previous year/s	595.12	511.74
Profit Available for appropriation	716.29	595.12
Less adjustment on account of depreciation of fixed assets as per Companies Act 2013	(320.21)	(320.21)
Appropriation to: Balance Carried to Balance Sheet	397.28	274.91

REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE

During the year under review, the Companies net turnover has fallen to Rs. 9486.54 lacs as against Rs. 11931.98 lacs of previous year, this is generally due to fall in the price of the steel price in domestic as well as foreign market. Expenditure side of the company has also reduced from Rs. 11905.43 lacs to Rs. 9468 lacs during the current year. Resultantly, the Company profit before tax and extraordinary items comes out to be Rs. 158.34 lacs as against Rs. 125.41 lacs during last year which amount to total increase of 26.26 % as compared to last year Profit. Despite, the challenges prevailing in the Indian tube industry, the sector is poised to grow by having continuous focus on quality, value addition and further the cost management has helped your company to achieve this profitable growth. Your Directors are committed to explore all avenues to increase operations and profitability of the Company.

EXPORT PERFORMANCE

Exports turnover has been decreased to Rs. 5318.77 Lacs as compared to Rs. 6630.30 lacs in the previous year. This is due to fall of Steel Prices in the International Market.

DIVIDEND

Due to expansion programme, the management decided to conserve the surplus funds accrued to the Company during the financial year 2015-16. These funds will be utilized towards part-funding the proposed expansions projects. Hence, Board of Directors decided not to recommend the dividend to the shareholders.

MANAGEMENT DISCUSSION AND ANAYSIS

A Management discussion and Analysis as required under SEBI (LODR) Regulations, 2015 is annexed to this Annual report.

CORPORATE GOVERNANCE

Pursuant to Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance along with reports on

Management Discussion & Analysis and Certificate from the Auditor regarding compliance of conditions of Corporate Governance are made part of this report.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the company to improve its position.

ENVIRONMENT, HEALTH AND SAFETY MEASURES

Adequate safety and environmental precautions have been implemented wherever deemed necessary.

Your company is having status of ISO 9001:2008 certification which is internationally recognized for the production, quality control etc. This certification gives the company international recognition and helps in boosting the export turnover.

DIRECTORS

Mr. Mithan Lal Singla retires by rotation at the forthcoming AGM is eligible for reappointment.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Company does not have any company as its Subsidiary, Associates or its Joint Ventures.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. There were no materially significant transactions with Related Parties during the financial year 2015-16 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in Note 16 of the Notes to the financial statements. Details of transactions with related parties are given in Form AOC - 2 which is attached as Annexure-5.

EXTRACT OF ANNUAL RETRUN

The details forming part of the extract of the Annual Return in Form MGT-9 in Annexure-1 as per the provisions of the Act and rules framed there under is annexed to this Report.

NUMBER OF BOARD MEETINGS

Fourteen Board Meetings were held during the year under review. For details of the Meetings, please refer to the Corporate Governance Report, which forms part of this report.

PARTICULARS OF THE EMPLOYEES

During the year no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 197 of the Companies Act, 2013. Hence, the information required under this Section read with the Companies (Particulars of Employees) Rules, 1975, is not given.

AUDIT COMMITTEE

The Audit Committee comprises three Directors, Mr. Raj Kumar Gupta & Ms Preet Kamal Kaur Bhatia, Independent Director and Mr. Vijay Singla, Whole Time Director. All the recommendations made by the Audit Committee during the year were accepted by the Board.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act, and the Rules framed there under is enclosed as Annexure 3 to the Board''s Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review the Company has not given any loan, guarantee and investment which is covered under Section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Company is taking all the suitable steps to avoid the risks that arise in the Company. There is no such threat to the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

Section 135 of the companies Act, 2013 regarding Corporate Social Responsibility is not applicable to the Company whereas the Company is actively supporting various initiatives on its own for the betterment of the locals of the vicinity where the project of the Company is situated at Gholumajra.

CHANGE IN SHARE CAPITAL

There has been no change in the Capital Structure of the Company during the year under review.

NATURE OF BUSINESS

The main activity of the Company is to manufacture and sale of ERW Black and Galvanized steel pipes, development of Infrastructural activities and all other activities revolve around that and henceforth, no product segment was made as per Accounting Standard 17.

DEPOSITS

The company has not accepted any deposits from public during the year under review.

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY''S OPERATIONS

To the best of our knowledge, the Company has not received any such orders from regulators, courts or tribunals during the year which may impact the going concern status of the Company or its operations in future.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the Act) and the Rules there under. The Policy aims to provide protection to women at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment. The Company has also constituted an Internal Complaints Committee in accordance with the Act, to inquire into complaints and take appropriate action.

The Company has not received any complaint of sexual harassment during the year.

VIGIL MECHANISM

The Company has adopted Vigil Mechanism policy that provides a formal mechanism for all Directors, Employees and vendors of the Company to approach the Chairman of Audit Committee and make protective disclosure about the unethical behavior, actual or suspended fraud or violation of the Code of Conduct of the Company.

The vigil mechanism comprises of whistle blower policy for directors, employees and vendors.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

(i) In the preparation of Balance Sheet and the Profit & Loss Account of the Company, for the financial year ended March 31, 2016, the applicable accounting standards have been followed.

(ii) 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 or Loss of the company for that period.

(iii) The Directors have taken proper and sufficient care to for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(iv) The annual financial statements have been prepared on a going concern basis.

(V) The Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(Vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS

At the Annual General Meeting held on September 30, 2014, M/s. S. Kumar Gupta & Associates, Chartered Accountant, were appointed as the Statutory Auditors of the Company, to hold office till the conclusion of the Annual General Meeting to be held in the Calendar Year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. S. Kumar Gupta & Associates, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the Shareholders.

The Auditor''s Report for fiscal 2016 does not contain any qualification, reservation or adverse remark. The Auditors'' Report in enclosed with the Financial Statements in this Annual Report.

COST AUDIT

As per the requirements of Central Government and pursuant to the provisions of Section 148 of the Companies Act, 2013, your Company carries out an audit of cost records every year. The Company has M/s Balwinder & Associates, Cost Accountants, as Cost Auditor of the Company for the financial year 2015-16.

The Board has appointed M/s Balwinder & Associates, Cost Accountants, as Cost Auditor of the Company for Fiscal 2017.

SECRETARIAL AUDIT

P.Chadha & Associates, Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the fiscal 2016, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for fiscal 2016 forms the part of the Annual Report as Annexure-4 to the Board''s Report.

The Secretarial Auditor in his report has made the following observations:

1. Listing Agreement which was to be entered by the Company with in the 6 months of the Notification was entered by the Company on 21^st March 2016.

2. The Company has appointed Mr. Neeraj Kaushal as the Company Secretary of the Company on 1^st March 2016 and the intimation of the same was sent to Stock Exchange on 29^th March 2016 which was not in compliance of the SEBI (LODR) Regulations.

3. The Company has not complied with regulations 46 of the SEBI (LODR) Regulations and has not published basic information on website of the Company.

4. The Company has not produced internal audit report for the financial year ended as on 31.03.2016 during the course of our audit.

Further the explanation given by the Board on the observation given by the Secretarial Auditor are as under:

1. As during the said period there was no Company Secretary in the Company. Same was entered with the Bombay Stock Exchange when new Company Secretary was appointed by the Company.

2. Information to the Bombay Stock Exchange was made by the Board but due to technical error same cannot be uploaded at that time whereas on later on security it was find by the Compliance Officer that information was not made to the BSE at that time fresh intimation is sent to them and uploaded on their site.

3. The Company is maintaing the website in time. Due to non-uploading of two or three polices the qualification was marked by the Secretarial Auditor. The Company is taking keen steps to upload these policies in time.

4. As the appointment of the Internal Auditor was made in the Month of March 2016 so Company & Internal Auditor was not able to complete the Internal Audit. Same is in the process.

LISTING

The Shares of the company are listed at "Bombay Stock Exchange (BSE)" Mumbai. The listing fees to the stock exchanges has regularly been paid by the Company.

INSURANCE

The properties/assets of your Company are adequately insured.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. Information provided to management is reliable and timely and statutory obligations are adhered to. Details of the same are provided in the Management Discussion and Analysis Report attached as Annexure E to this Report.

The Company has an established Internal Financial Control framework including internal controls over financial reporting, operating controls and anti-fraud framework. The framework is reviewed regularly by the management and tested by internal audit team and presented to the Audit Committee. Based on the periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial Controls.

RESEARCH & DEVELOPMENT, CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars prescribed under the Disclosure of particulars in the Report of the Board of Directors Rule, 1988 are furnished in the Annexure-2 to this Report.

REMUNERATION POLICY OF THE COMPANY

The objective of the Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing the interests of Company''s stakeholders

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

In line with the requirement of Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 28^th day of May 2015, wherein the performance of the no independent directors including chairman was evaluated. The Board of Directors expresses their satisfaction with the evaluation process.

ACKNOWLEDGEMENT

Yours Directors take this opportunity to thank the Company''s customers, vendors, bankers, employees, shareholders and other business constituents for all time co-operation and support to the Company.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Sd/-

PLACE: CHANDIGARH (MADAN MOHAN SINGLA) (VIJAY SINGLA)

DATE : 13/08/2016 MANAGING DIRECTOR WHOLE TIME DIRECTOR

DIN:00156668 DIN: 00156801

# 105, Sector 28-A # 105, Sector 28-A

Chandigarh Chandigarh

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting this 24th Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2015.

1. FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY

The summary of operating results for the year 2014-15 and appropriation of divisible profits is given below:

Rs. in Lacs

PARTICULARS YEAR ENDED YEAR ENDED 31.03.2015 31.03.2014

Gross Income 13258.98 10750.89

Less Excise Duty 1326.99 1025.7

Net Sales 11931.98 9725.17

Misc. Income 98.86 (4.02)

PBIT 277.02 290.51

Profit Before Tax 125.41 81.42

Profit After Tax 83.37 53.63

Profit brought forward from previous year/s 511.74 458.11

Profit available for appropriation 595.12 511.74

Appropriation to: 595.12 511.74 Balance carried to Balance Sheet

2. REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE

During the year under review, The Company achieved a net turnover of 11931.98 lacs as against Rs. 9725.17 lacs of previous year recording a growth of 22.70 %. Expenditure side of the company has also been increased from Rs.9639.73 lacs to 11905.43 lacs during the current year. Resultantly, due to increase in expenses, the company net surplus come up to Rs 125.41. as compared to Rs.81.42 lacs of previous year. Despite, the challenges prevailing in the Indian tube industry, the sector is poised to grow by having continuous focus on quality, value addition and further the cost management has helped your company to achieve this profitable growth. Your Directors are committed to explore all avenues to increase operations and profitability of the Company.

3. EXPORT PERFORMANCE

Exports turnover has been increased to Rs. 6630.30 lacs for the year ended 31st March, 2015 as compared to Rs. 5568.89 of previous year

4. LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (formerly Bombay Stock Exchange Ltd.) and the Company has paid the Annual Listing Fees to BSE for the financial year 2014-15 .

5. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies/ Associate Companies/Joint Ventures is to be prepared in form AOC-1 and has to be enclosed in this Report. The Board brings to your notice that the company does not have any subsidiary , joint venture or associates .

6. TRANSFER TO RESERVE

The Company has not transferred any amount to reserves.

7. DIVIDEND

As he company is in the process of strengthening its set up by ploughing back of profits the board does not recommend any dividend.

8. 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 as ANNEXURE I .

9. NUMBER OF BOARD MEETINGS

The detail of number of meetings of the Board held during the financial year 2014-15 forms part of the Report on Corporate Governance in terms of Clause 49 of the Listing Agreement.

10. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) the Board confirm and report that:—

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care 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) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

11. NOMINATION & REMUNERATION COMMITTEE POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. This policy also lays down criteria for selection and appointment of Board Members. The detail of this policy is explained in the Report on Corporate Governance prepared in accordance with Clause 49 of the Listing Agreement.

12. RE-APPOINTMENT OF INDEPENDENT AUDITOR

M M/s. S. Kumar Gupta & Associates, Chartered Accountant, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. S. Kumar Gupta & Associates. to the effect that their re-appointment as Auditors, if made, would be within the limits under Section 141(3)(g) of the Companies Act, 2013.The Notes on Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

13. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s Himanshu Sharma & Associates ,firm of Company Secretaries (C.P. No 11533) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in prescribed format MR.-3 given by aforesaid Secretarial Auditors is annexed to this Board Report as Annexure 3 and forms an integral part.

The secretarial Auditor in his report has made the following observations:

1. Till date the company has not filed MGT-14 in respect of the Appointment of Secretarial Auditor.

2. The company has appointed Mr. Dheeraj Kumar as an Independent Director at its Board meeting held on January 14, 2015 w.e.f. 22nd December, 2014 and the intimation of the same was sent to Stock Exchange on 19th January, 2015 which was not in compliance of the Listing agreement.

3. Company is not maintaining its website as per Clause 54 of the Listing Agreement.

4. Internal Auditors report was not produced during our Audit period.

5. Nomination and Remuneration Committee is not formed as per the requirement of Section 178 of the Companies Act, 2013

Furthur the explanation given by the Board on the observations given by the secretarial Auditor are as under :

1. The company has filed Form MGT-14 in respect of earlier secretarial Auditor , but due to the non availability of company secretary in the Company, MGT-14 could not be filed .

2. Mr. Dheeraj Kumar was appointed as the the independent Director w.e.f 22.12.2014 and the same was to be intimated to the sock exchange as per the Listing agreement but due to the non availability of the Company Secretary this requirement of Listing Agreement could not be made.

3.The Company is maintaining the website in time. Due to non uploading of two or three polices this qualification was marked by the secretarial Auditor The Company is taking keen steps to upload these policies in time.

4. The Company has appointed Mr. Deepak garg as the internal Auditor of the company on 30.05.2014 . Due to the non availability of company secretary in the company the internal Audit report could not be demanded and as such was not able to be placed before the secretarial Auditor.

5. During the year the quorum requirement could not be fulfilled , the composition was not proper but as per the latest details the committee has been formed as per the Listing Agreement.

14. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

During the year under review the Company has not given any loan, guarantee and investment which is covered under section 186 of the Companies Act, 2013.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2014-15 in the prescribed Form AOC 2 has been enclosed with the report as Annexure 2.

16. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review no amount i.e. unpaid and unclaimed has been transferred to Investor Education Protection Fund.

17. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no Material changes and commitments in the business operations of the Company from the financial year ended 31st March, 2015 to the date of signing of the Director's Report.

18. STATEMENT IN RESPECT OF ADEQUCY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS.

A strong internal control is an important focus and thrust area in the Company . The Company has comprehensive internal systems , controls, and policies for all major processes to ensure the reliability of financial reporting , timely feedback on achievement of operational and strategic goals , compliance with policies , procedures laws, and regulations safeguarding of assets and economical and efficient use of resources .

The internal Auditors of the Company continuously monitors the efficiency of internal controls /compliance with standard operating procedures with the objective of providing to the Audit Committee and the Board of Directors , an independent , objective, and reasonable assurance on the adequacy and effectiveness of the organizations risk management , control and governance processes . the scope and authority of the internal audit activity are well defined in the internal Audit Scope and guidelines , approved by the Audit Committee . Internal Auditors develops a risk based annual audit plan with inputs from major stake holders , and the major stake holders and the major focus areas as per previous audit reports.

All significant audit provisions are reviewed periodically and follow-up actions thereon are reported to the Audit Committee. The Audit Committee also meet the company's Statuary Auditors and Internal Auditors to ascertain their views on the financial statement , including the financial reporting systems, compliance to accounting policies and procedures , the adequacy and effectiveness of the internal controls and systems followed by the company.

The top and senior management of the Company also assesses opportunities for improvement in business processes , systems, and controls , provides recommendations, designed to add value to the organization and follow up on the implementation of corrective actions and improvement in business processes.

The senior management of the company meets periodically to assess the performance of each business segment and key functions of the company and areas for improvement of performance /controls are identified and reviwed on continuous basis.

19. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board of Directors of the Company has adopted Whistle Blower Policy. This Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism , honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior , actual or suspected fraud or violation of code of conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the chairperson of the Audit Committee in exceptional cases.

20. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION , PROHIBITION & REDRESSAL ) ACT, 2013

The company has been employing women employees in various fields within the factory premises and offices . The Company has in place anAnti-Harrasment polcy in line with the requirement of the Sexual Harrasment of Women at workplace ( Prevention , Prohibition & Redressal ) Act, 2013. There was no complaint received from any employee during the financial year 2014-2015 and hence no complaint is outstanding as on 31.03.2015

21. RISK MANAGEMENT POLICY

The company is taking all the suitable steps to avoid the risks that arise in the company. There is no such threat to the existence of the company.

22. MECHANISM FOR EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured procedure was adopted after taking into consideration the various aspects of the Board's functioning, composition of the Board and its various Committees, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed well in time. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expresses their satisfaction with the evaluation process.

23. DIRECTORS

Mr. Madan Mohan Singla continues to be appointed as the Managing Director of the Company. To broad base and strengthen the Board processes, Mrs. Preet Kamal Kaur Bhatia has been appointed as an Additional Director on the Board of Company at the Board Meeting held on 13th February , 2015. In terms of section 161 of the Companies Act, 2013 Mrs. Preet Kamal Kaur Bhatia holds office only up to the date ensuing Annual General Meeting. As she complies with the provisions of section 149(6) and is a professionally qualified person, so she was recommended for appointment as Independent Director by the Board for a period of five years .

Pursuant to clause 49 of the Listing Agreement, detail of director retiring and being appointed is given as a part of the Notice of the ensuing Annual General Meeting

Sh Mithan Lal Singla, Director of the Company who retires by rotation and being eligible offers himself for the re-appointment.

Sh. Rakesh Garg, Director of the Company who retires by rotation and being eligible offers himself for the re-appointment.

Sh. Vikram Bansal had resigned from the Company effective from 30.05.2014 due to his pre-occupation in some other work .

Sh. Dheeraj Kumar had resigned from the directorship w.e.f 13.02.2015

The Board of Directors records their appreciation of the good work done by Mr. Raj Kumar Gupta and Mr. Vijay Singla and acknowledges their contribution to the growth and prosperity of the Company during their tenure as professional Directors.

Mr. Dhruv Singla has been designated as Chief Financial Officer of the Company on 30th May, 2014 pursuant to provisions of Section 203 of the Companies Act, 2013.

24. DEPOSITS

The Company has not accepted any deposit from the public.

1. Deposits Accepted during the year : NIL

2. Deposits remained unpaid or unclaimed as at the end of the year ; NIL

3. Whether there has been any default in repayment of deposits or ; NIL payment of interest thereon during the year and if so, number of such cases and the total amount involved

4.The details of deposits which are not in compliance with the requirements of Chapter ; NIL

25. CHANGES IN SHARE CAPITAL, IF ANY

During the Year under review there has been no change in the share capital of company.

26. DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

27. CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars prescribed under the Disclosure of particulars in the Report of the Board of Directors Rule, 1988 are furnished in the Annexure 4 to this Report.

28. MANAGERIAL REMUNERATION

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed with this report as Annexure 1.

29. RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY

During the year under review, the Managing Director and Whole time Director neither received any Commission nor any remuneration from its Subsidiary Companies.

30. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review no complaint received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31st March, 2015.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Report on Management Discussion and Analysis, pursuant to Clause 49 of the Listing Agreement is annexed to this report as Annexure – 5

32. CORPORATE GOVERNANCE

The Company has complied with all the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with BSE Limited during the year ended on 31st March, 2015 as per Report on Corporate Governance annexed as Annexure -6 .

33. CASH FLOW ANALYSIS

In conformity with the provisions of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended on 31st March, 2015 forms an integral part of the Financial Statements.

34. PERSONNEL

Your Directors place on record their appreciation for the significant contribution made by all the employees, who through their competence, hard work, solidarity and co-operation, have enabled the Company to perform better.

35. TRADE RELATIONS

The Board wishes to place on record its appreciation for the support and co-operation that the Company received from its suppliers, distributors, retailers and other associates. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be Company's endeavor to build and nurture strong links based on mutuality, respect and co- operation with each other and consistent with customer interest.

36. CONSOLIDATED FINANCIAL STATEMENT

Consolidated Financial Statement have been prepared by the Company's Management in accordance with the requirement of AS-21 issued by the ICAI and as per the provision of the Companies Act, 2013.

37. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all the investors, clients, vendors, banks, regulatory and government authorities, for their continued support.

For and on behalf of the Board of Directors

Date :- 01/09/2015 Sd/- Sd/-

Place:-Chandigarh (Raj Kumar Gupta) (Vijay Singla)

CHAIRMAN DIRECTOR

DIN: 00952271 DIN: 00156801

ADDRESS : H. No. 72, Sector- 6, Address:H.No.105, Sector-28A, Panchkula Chandigarh

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Mar 31, 2014

Dear Stakeholders,

The directors have pleasure in presenting their 23rd (Twenty Third) Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS (Rs. In lacs) PARTICULARS 31.03.2014 31.03.2013 Gross Turnover 10750.89 9626.16

Less Excise Duty 1025.72 966.14

Net Sales 9725.17 8660.02

Misc. Income (4.02) 80.87

PBIT 290.51 251.39

Profit Before Tax 81.42 91.31

Profit After Tax 53.63 59.58

Profit brought forward from previous year/s 458.11 398.53

Profit available for appropriation 511.74 458.11

Appropriation to: Balance carried to Balance Sheet 511.74 458.11

REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE

During the year under review, The Company achieved a net turnover of Rs. 9725.17 lacs as against Rs. 8660.02 lacs of previous year recording a growth of 12.30%. Expenditure side of the company has also been increased from Rs. 8646.29 lacs to 9639.73 lacs during the current year. Resultantly, due to proportionate increase in expenses, the company net surplus comes down to Rs. 81.42 lacs as compared to Rs.91.31 lacs of previous year. Despite, the challenges prevailing in the Indian tube industry, the sector is poised to grow by having continuous focus on quality, value addition and further the cost management has helped your company to achieve this profitable growth. Your Directors are committed to explore all avenues to increase operations and profitability of the Company.

EXPORT PERFORMANCE

Exports turnover has been increased to Rs. 5568.89 lacs for the year ended 31st March, 2014 as compared to Rs. 3991.14 lacs of previous year

DIVIDEND

Due to expansion programme, the management decided to conserve the surplus funds accrued to the Company during the financial year 2013-14. These funds will be utilized towards part-funding the proposed expansions projects. Hence, Board of Directors decided not to recommend the dividend to the shareholders

DIRECTORS

There has been no change in the constitution of Board of Directors of the Company during the year. However, as per the provisions of Section 256 of the Companies Act, 1956 and the Articles & Association of the Company, Mr. Madan Mohan Singla, Managing Director and Mr. Vijay Singla, Director of the company are due to retire by rotation at the forthcoming Annual General Meeting and being eligible offered themselves for their re- appointment.

Brief details of the Directors being appointed/re-appointed have been incorporated in the Notice convening the Annual General Meeting.

NATURE OF BUSINESS

The main activity of the Company is to manufacture and sale of ERW Black and Galvanized steel pipes, development of Infrastructural activities and all other activities revolve around that and henceforth, no product segment was made as per Accounting Standard 17.

CORPORATE GOVERNANCE

As per schedule of implementation of Corporate Governance Code mentioned in the clause 49 of listing Agreement, the company has implemented the mandatory requirements of the Code. Company is committed to maintain the highest standards of Corporate Governance.

Compliance Report on Corporate Governance and a certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is attached herewith and forms part of this report.

DEPOSITS

The company has not accepted any deposits from public during the year under review. AUDITORS & THEIR OBSERVATIONS

M/s. S. Kumar Gupta & Associates, Chartered Accountant, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. S. Kumar Gupta & Associates. to the effect that their re-appointment as Auditors, if made, would be within the limits under Section 141(3)(g) of the Companies Act, 2013.

COST AUDIT

As per the requirements of Central Government and pursuant to the provisions of Section 148 of the Companies Act, 2013, your Company carries out an audit of cost records every year. The Company has M/s Balwinder & Associates, Cost Accountants, as Cost Auditor of the Company for the financial year 2013-14

The cost audit report for financial year end 31st March, 2014 will be filed with Central Government in due course.

LISTING

The Shares of the company are listed at "Bombay Stock Exchange (BSE)" Mumbai. The listing fees to the stock exchanges has regularly been paid by the Company.

INSURANCE

The properties/assets of your Company are adequately insured.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to sub section (2AA) of Section 217 of the Companies Act, your directors confirm that:

(i) In the preparation of Balance Sheet and the Profit & Loss Account of the Company, the applicable accounting standards have been followed and there are no material departures.

(ii) 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 or Loss of the company for that year.

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

PARTICULARS OF THE EMPLOYEES

During the year no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 217 (2A) of the Companies Act, 1956. Hence, the information required under this Section read with the Companies (Particulars of Employees) Rules, 1975, is not given.

CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars prescribed under the Disclosure of particulars in the Report of the Board of Directors Rule, 1988 are furnished in the Annexure to this Report.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the company to improve its position.

CASH FLOW STATEMENT

As required under clause 32 of the Listing Agreement, a cash flow statement is appended.

ENVIRONMENT, HEALTH AND SAFETY MEASURES

Adequate safety and environmental precautions have been implemented wherever deemed necessary.

Your company is having status of ISO 9001:2008 certification which is internationally recognized for the production, quality control etc. This certification gives the company international recognition and helps in boosting the export turnover.

MANAGEMENT DISCUSSION AND ANAYSIS

A Management discussion and Analysis as required under clause 49 of the Listing Agreement is annexed and form part of this Directors'' Report.

ACKNOWLEDGEMENT

Yours Directors take this opportunity to thank the Company''s customers, vendors, bankers, employees, shareholders and other business constituents for all time co-operation and support to the Company.



FOR & ON BEHALF OF THE BOARD OF DIRECTORS

-sd- -sd-

PLACE: CHANDIGARH (MADAN MOHAN SINGLA) (VIJAY SINGLA) DATE : 30/05/2014 MANAGING DIRECTOR WHOLE TIME DIRECTOR

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Mar 31, 2013

Dear Stakeholders,

The directors have pleasure in presenting their 22nd (Twenty Second) Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS

(Rs. In lacs)

PARTICULARS 31.03.2013 31.03.2012

Gross Turnover 9626.16 9647.86

Less Excise Duty 966.14 798.74

Net Sales 8660.02 8849.12

Misc. Income 80.87 150.62

PBIT 251.39 275.45

Profit Before Tax 91.31 33.84

Profit After Tax 59.58 21.76

Profit brought forward from previous year/s 398.53 376.77

Profit available for appropriation 458.11 398.53

Appropriation to:

Balance carried to Balance Sheet 458.11 398.53

REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE

During the year under review Company''s turnover has been decreased marginally from Rs. 8849.12 lacs to Rs. 8660.02 lacs. Expenditure side of the company has also been reduced from Rs. 8961.25 lacs to 8646.29 lacs during the current year. Resultantly, due to significant decrease in expenses the net surplus of the company has gone up to Rs. 91.31 lacs as compared to the previous year''s surplus of Rs. 33.84 lacs. Despite, the challenges prevailing in the Indian tube industry, the sector is poised to grow by having continuous focus on quality, value addition and further the cost management has helped your company to achieve this profitable growth. Your Directors are committed to explore all avenues to increase operations and profitability of the Company

EXPORT PERFORMANCE

Exports turnover has been increased to Rs. 3991.14 lacs for the year ended 31st March, 2013 as compared to Rs. 1841.57 lacs of previous year

DIVIDEND

Due to expansion programme, the management decided to conserve the surplus funds accrued to the Company during the financial year 2012–13. These funds will be utilized towards part-funding the proposed expansions projects. Hence, Board of Directors decided not to recommend the dividend to the shareholders

DIRECTORS

There has been no change in the constitution of Board of Directors of the Company during the year. However, as per the provisions of Section 256 of the Companies Act, 1956 and the Articles & Association of the Company, Mr. Rakesh Garg and Mr. Raj Kumar Gupta,

Directors of the company are due to retire by rotation at the forthcoming Annual General Meeting and being eligible offered themselves for their re-appointment.

Brief details of the Directors being appointed/re-appointed have been incorporated in the Notice convening the Annual General Meeting.

NATURE OF BUSINESS

The main activity of the Company is to manufacture and sale of ERW Black and Galvanized steel pipes, development of Infrastructural activities and all other activities revolve around that and henceforth, no product segment was made as per Accounting Standard 17.

CORPORATE GOVERNANCE

As per schedule of implementation of Corporate Governance Code mentioned in the clause 49 of listing Agreement, the company has implemented the mandatory requirements of the Code. Company is committed to maintain the highest standards of Corporate Governance.

Compliance Report on Corporate Governance and a certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is attached herewith and forms part of this report.

DEPOSITS

The company has not accepted any deposits from public during the year under review.

CREDIT RATING

The Company has achieved NSIC-CRISIL rating of SE 2B indicating ''High Performance Capability and Moderate Financial Strength''.

AUDITORS & THEIR OBSERVATIONS

M/s S. Kumar Gupta & Associates, Chartered Accountants, the statutory auditors of the company, retires at the forthcoming Annual General Meeting. The said firm has furnished a certificate to the company to the effect that the proposed appointment, if made, will be in accordance with Section 224 (1B) of the Companies Act, 1956. Based on the said certificates your Board has recommend the re-appointment of M/s S. Kumar Gupta & Associates, Chartered Accountants as statutory auditors of the company

COST AUDIT

As per the Order of the Central Government and in pursuance of section 233B of the Companies Act, 1956, your Company carries out an audit of its cost records.

The Ministry of Corporate Affairs (MCA) has introduced The Companies (Cost Audit Report) Rules, 2011 vide its notification no. GSR 430(E) dated 3rd June, 2011. These rules make it mandatory for industries to appoint a Cost Auditor within 90 days of the commencement of the financial year.

Based on the Audit Committee recommendations at its meeting the Board has approved the appointment of M/S Balwinder & Associates, Cost Accountants as Cost Auditors for conducting Cost Audit for the Financial Year 2013-14, subject to approval of the Central Government.

The cost audit report for financial year end 31st March, 2013 will be filed with Central Government in due course.

LISTING

The Shares of the company are listed at "Bombay Stock Exchange(BSE)" Mumbai and "Delhi Stock Exchange (DSE)". The listing fees to the stock exchanges has regularly been paid by the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to sub section (2AA) of Section 217 of the Companies Act, your directors confirm that:

(i) In the preparation of Balance Sheet and the Profit & Loss Account of the Company, the applicable accounting standards have been followed and there are no material departures.

(ii) 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 or Loss of the company for that year.

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

PARTICULARS OF THE EMPLOYEES

During the year no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 217 (2A) of the Companies Act, 1956. Hence, the information required under this Section read with the Companies (Particulars of Employees) Rules, 1975, is not given.

CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars prescribed under the Disclosure of particulars in the Report of the Board of Directors Rule, 1988 are furnished in the Annexure to this Report.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the company to improve its position.

CASH FLOW STATEMENT

As required under clause 32 of the Listing Agreement, a cash flow statement is appended.

ENVIRONMENT, HEALTH AND SAFETY MEASURES

Adequate safety and environmental precautions have been implemented wherever deemed necessary.

Your company is having status of ISO 9001:2008 certification which is internationally recognized for the production, quality control etc. This certification gives the company international recognition and helps in boosting the export turnover.

MANAGEMENT DISCUSSION AND ANAYSIS

A Management discussion and Analysis as required under clause 49 of the Listing Agreement is annexed and form part of this Directors'' Report.

ACKNOWLEDGEMENT

Yours Directors take this opportunity to thank the Company''s customers, vendors, bankers, employees, shareholders and other business constituents for all time co- operation and support to the Company.



FOR & ON BEHALF OF THE BOARD OF DIRECTORS

-sd- -sd-

PLACE: CHANDIGARH (MADAN MOHAN SINGLA) (RAKESH GARG)

DATE : 30/05/2013 MANAGING DIRECTOR DIRECTOR

---

Mar 31, 2012

The directors have pleasure in presenting their 21st (Twenty-first) Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

(Rs. In lacs)

PARTICULARS 31.03.2012 31.03.2011

Gross Turnover 9666.04 10205.04

Less Excise Duty 798.74 822.11

Net Sales 8867.29 9382.93

Misc. Income 150.62 71.95

PBIT 275.45 194.68

Profit Before Tax 33.84 54.77

Profit After Tax 21.76 39.98

Profit brought forward from previous year/s 376.77 336.78

Profit available for appropriation 398.52 376.76

Appropriation to:

Balance carried to Balance Sheet 398.52 376.76

REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE

During the year under review, due to the increase in raw material costs and other un- controllable expenses, the Company's turnover has been decreased marginally from R9382.93 lacs to R 8867.29 lacs. This also further effected the profitability of the company which has dropped from R 39.98 lacs to R 21.76 lacs. The High price level of raw material lead to the decrease in Sales and Profitability of the Company. Further, due to the recessionary climate all around created business uncertainty across the globe, export sales where a huge demand dip was witnessed particularly in Europe & Middle East markets which contribute significantly less to the company top line Sale. For improving margins, Company took various steps for reduction in the cost of production and overheads. Company is optimising its capacity utilization for achieving the economies of scale

DIVIDEND

Due to expansion programme, the management decided to conserve the surplus funds accrued to the Company during the financial year 2011–12. These funds will be utilized towards part-funding the proposed expansions projects. Hence, Board of Directors decided not to recommend the dividend to the shareholders

DIRECTORS

There has been no change in the constitution of Board of Directors of the Company during the year. However, as per the provisions of Section 256 of the Companies Act, 1956 and the Articles & Association of the Company, Mr. M L Singla and Mr. Vikram Bansal, Directors of the company are due to retire by rotation at the forthcoming Annual General Meeting and being eligible offered themselves for their re-appointment.

Brief details of the Directors being appointed/re-appointed have been incorporated in the Notice convening the Annual General Meeting.

NATURE OF BUSINESS

The main activity of the Company is to manufacture and sale of ERW Black and Galvanized steel pipes, development of Infrastructural activities and all other activities revolve around that and henceforth, no product segment was made as per Accounting Standard 17.

CORPORATE GOVERNANCE

As per schedule of implementation of Corporate Governance Code mentioned in the clause 49 of listing Agreement, the company has implemented the mandatory requirements of the Code. Company is committed to maintain the highest standards of Corporate Governance.

Compliance Report on Corporate Governance and a certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is attached herewith and forms part of this report.

DEPOSITS

The company has not accepted any deposits from public during the year under review.

CREDIT RATING

The Company has achieved NSIC-CRISIL rating of SE 2B indicating „High Performance Capability and Moderate Financial Strength.

AUDITORS & THEIR OBSERVATIONS

M/s S. Kumar Gupta & Associates, Chartered Accountants, the statutory auditors of the company, retires at the forthcoming Annual General Meeting. The said firm has furnished a certificate to the company to the effect that the proposed appointment, if made, will be in accordance with Section 224 (1B) of the Companies Act, 1956. Based on the said certificates your Board has recommend the re-appointment of M/s S. Kumar Gupta & Associates, Chartered Accountants as statutory auditors of the company

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to sub section (2AA) of Section 217 of the Companies Act, your directors confirm that:

(i) In the preparation of Balance Sheet and the Profit & Loss Account of the Company, the applicable accounting standards have been followed and there are no material departures.

(ii) 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 or Loss of the company for that year.

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

PARTICULARS OF THE EMPLOYEES

During the year no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 217 (2A) of the Companies Act, 1956. Hence, the information required under this Section read with the Companies (Particulars of Employees) Rules, 1975, is not given.

CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars prescribed under the Disclosure of particulars in the Report of the Board of Directors Rule, 1988 are furnished in the Annexure to this Report.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the company to improve its position.

CASH FLOW STATEMENT

As required under clause 32 of the Listing Agreement, a cash flow statement is appended.

ENVIRONMENT, HEALTH AND SAFETY MEASURES

Adequate safety and environmental precautions have been implemented wherever deemed necessary.

Your company is having status of ISO 9001:2008 certification which is internationally recognized for the production, quality control etc. This certification gives the company international recognition and helps in boosting the export turnover.

MANAGEMENT DISCUSSION AND ANAYSIS

A Management discussion and Analysis as required under clause 49 of the Listing Agreement is annexed and form part of this Directors Report.

ACKNOWLEDGEMENT

Yours Directors take this opportunity to thank the Companys customers, vendors, bankers, employees, shareholders and other business constituents for all time co- operation and support to the Company.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS

-sd- -sd-

PLACE: CHANDIGARH (MADAN MOHAN SINGLA) (VIJAY SINGLA)

DATE : 30/05/2012 MANAGING DIRECTOR DIRECTOR

---

Mar 31, 2011

The directors have pleasure in presenting their 20th (Twentieth) Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2011.

FINANCIAL HIGHLIGHTS

(Rs. In lacs)

PARTICULARS 31.03.2011 31.03.2010

Gross Turnover 10205.04 9341.52

Less Excise Duty 822.11 615.75

Net Sales 9282.93 8725.77

Misc. Income 71.95 14.45

EBIDT 194.68 225.49

Profit Before Tax 54.77 92.08

Profit After Tax 39.98 59.81

Profit brought forward from previous year/s 336.78 306.25

Profit available for appropriation 376.76 366.06 Appropriation to:

Proposed Dividend 0 25.02

Corporate Tax on Dividend 0 4.25

Balance carried to Balance Sheet 376.76 336.79



REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to the Management Discussion & Analysis Report which forms part of this report.

DIVIDEND

Your directors do not recommend any dividend for the year ended 31st March, 2011 in view of pressure on profitability of the company.

DIRECTORS

During the year Sh. Mithan Lal Singla resigned as Chairman and whole time director of the company. However he continues to be on the board of the company. The Board acknowledges his contribution in providing leadership during his tenure as Chairman of the Board.

Sh. Raj Kumar Gupta and Sh. Vikram Bansal were appointed as additional directors w.e.f. 9/3/2011 and vacates their office on the conclusion of the Annual General Meeting. Sh. Raj Kumar Gupta and Sh. Vikram Bansal being eligible offer themselves for directorship on the Board of the Company. The Company has received notices from members of the company under section 257 of the Companies Act, 1956 along with the requisite deposit in respect Sh Raj Kumar Gupta and Sh. Vikram Bansal proposing them as directors of the Company.

Sh. Vijay Singla and Sh. Rakesh Garg retire by rotation and being eligible offer themselves for appointment.

Brief details of the Directors being appointed/reappointed have been incorporated in the Notice for the forthcoming Annual General Meeting.

NATURE OF BUSINESS

There has been no change in the nature of business of the company during the year.

CORPORATE GOVERNANCE

As per schedule of implementation of Corporate Governance Code mentioned in the clause 49 of listing Agreement, the company has implemented the mandatory requirements of the Code.

Compliance Report on Corporate Governance and a certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is attached herewith and forms part of this report.

DEPOSITS

The company has not accepted any deposits from public during the year under review.

CREDIT RATING

The Company has achieved NSIC-CRISIL rating of SE 2B indicating 'High Performance Capability and Moderate Financial Strength'.

AUDITORS & AUDITORS' REPORT

M/s S. Kumar Gupta & Associates, Chartered Accountants, the statutory auditors of the company, retires at the forthcoming Annual General Meeting and being eligible and offers themselves for reappointment as Statutory Auditors. The said firm has furnished a certificate to the company to the effect that the proposed appointment, if made, will be in accordance with Section 224 (1B) of the Companies Act, 1956 and they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

As regards their observation in the Auditors Report, the respective notes to the accounts are self-explanatory and therefore do not call for any further comments.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to sub section (2AA) of Section 217 of the Companies Act, your directors confirm that:

(i) In the preparation of Balance Sheet and the Profit & Loss Account of the Company,

the applicable accounting standards have been followed and there are no material departures.

(ii) 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 or Loss of the company for that year.

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

PARTICULARS OF THE EMPLOYEES

During the year no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 217 (2A) of the Companies Act, 1956. Hence, the information required under this Section read with the Companies (Particulars of Employees) Rules, 1975, is not given.

CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars prescribed under the Disclosure of particulars in the Report of the Board of Directors Rule, 1988 are furnished in the Annexure to this Report.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the company to improve its position.

CASH FLOW STATEMENT

As required under clause 32 of the Listing Agreement, a cash flow statement is appended.

ENVIRONMENT, HEALTH AND SAFETY MEASURES

Adequate safety and environmental precautions have been implemented wherever deemed necessary.

Your company is having status of ISO 9001:2008 certification which is internationally recognized for the production, quality control etc. This certification gives the company international recognition and helps in boosting the export turnover.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management discussion and Analysis as required under clause 49 of the Listing Agreement is annexed and form part of this Directors' Report.

ACKNOWLEDGEMENT

Yours Directors take this opportunity to thank the Company's customers, vendors, bankers, employees, shareholders and other business constituents for all time co- operation and support to the Company.



FOR & ON BEHALF OF THE BOARD OF DIRECTORS



-sd- -sd- (MADAN MOHAN SINGLA) (VIJAY SINGLA) MANAGING DIRECTOR DIRECTOR

PLACE: CHANDIGARH DATE : 30/05/2011

---

Mar 31, 2010

The directors have pleasure in presenting their 19th (Nineteenth) Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS

(Rs. In lacs)

PARTICULARS 31.03.2010 31.03.2009

Gross Turnover 9338.23 11,136.28

Less Excise Duty 615.75 1,033.96

Net Sales 8722.47 10,102.32

Other Income 14.45 87.25

Accretion to Stock (49.15) (406.49)

Material Mfg & Other Operative Exp. 8093.60 8,874.55

Administrative & Selling Exps. 260.06 380.57

Personnel Overheads 27.08 25.30

Director Remuneration 45.00 45.00

Finance Charges 125.12 215.98

Net Profit Before Tax & Dep 136.90 241.67

Depreciation 44.82 42.92

Net Profit before tax 92.08 198.75

Profit after tax 59.81 126.80

Appropriation of Profit Dividend 25.02 0.00

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year under review, the company achieved a Gross turnover of Rs. 9338.23 Lacs as compared to the last year figure of Rs. 11,136.28 Lacs.Further due to the marginal decrease in gross turn over, the expenditure on account of all fronts has been controlled proportionately. this decrease has been resulted due to high fluctuations in the steel market as compared to the stock in and out of the factory. Similar impact has been there on profitability. resultantly, the company recorded PBT & PAT of Rs. 92.08 Lacs & 59.81 Lacs respectively.

Yours Directors are committed to explore all avenues to increase operations and profitability of the Company. Since the market is improving now in terms of prices of steel and and other primary factors. The management has decided to diversify into incidental avenues whereby the best use of its man and machines in terms of productivity and margins could be achieved.

SEGMENT REPORTING

The main activity of the Company is to manufacture and sale of ERW Black and Galvanized steel pipes and all other activities revolve around that and hence there was no multiple product segment. However, considering the high demand of infrastructure development, the management has been constantly keeping vigil on the opportunities which may rise in this sector.

As for as geographical segmentation is concerned, Company has its working at Gholumajra (Derabassi), Punjab only, hence no geographical segmentation is there. The company is yet to commence the infrastructure activities.

SHARE CAPITAL

There has been no change in the Authorized Share Capital, issued subscribed and paid share capital during the year under review. The authorized share capital was Rs. 12,50,00,000.00 divided in to 1,25,00,000.00 equity shares of Rs. 10/- and the issued, subscribed and paid up share capital to Rs. 1,00,07,4300 divided into 1,00,07,430 equity shares of Rs. 10/- each fully paid.

CORPORATE GOVERNANCE

As per schedule of implementation of Corporate Governance Code mentioned in the clause 49 of listing Agreement, the company has implemented the mandatory requirements of the Code.

Corporate Governance Report as set out separately in this Annual Report shall be construed as a part of the Directors' Report. The certificate of the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with Stock Exchange is enclosed.

DIRECTORS

There has been no change in this constitution of Board of Directors of the Company during the year. However, as per the provisions of Section 256 of the Companies Act, 1956, Sh. M L Singla, Director of the Company is due to retire by rotation at the forthcoming Annual General Meeting and being eligible he offered for his re-appointment. Your Board therefore, recommends his re-appointment of Mr. M L Singla by the shareholders at the Annual General Meeting.

AUDITORS

M/s S. Kumar Gupta & Associates, Chartered Accountants, the statutory auditors of the company, retires at the forthcoming Annual General Meeting and being eligible and offered themselves for reappointment as Statutory Auditor. The said firm has furnished a certificate to the company to the effect that the proposed appointment, if made, will be in accordance with Section 224 (1B) of the Companies Act, 1956.

As regards their observation in the Auditors Report, the respective notes to the accounts are self-explanatory and therefore do not call for any further comments.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to sub section (2AA) of Section 217 of the Companies Act, your directors confirm that:

(i) In the preparation of Balance Sheet and the Profit & Loss Account of the Company, the applicable accounting standards have been followed and there are no material departures.

(ii) 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 or Loss of the company for that year.

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

WORKING CAPITAL

Working capital arrangements have been continued with Punjab National Bank, Chandigarh to the extent of 2075.00 lacs & Rs. 10.00 lacs FB & NFB respectively, which are considered satisfactory to cater all working capital needs of the company.

LISTING

The Shares of the company are presently listed at "Over The Counter Exchange of India (OTCEI)", Mumbai. The listing fee to the stock exchange is being paid regularly. however, keeping in view the growth both in terms of equity stake and turnover, it has been thought (prudent to get the company's scripts en-listed on Delhi Stock Exchange. This way the company will be able to fetch better market prices of its equity and resultantly enhanced liquidity to all stakeholders.

DIVIDEND

In order to remunerate the shareholders, the management has decided to recommend the payment of dividend @ 2.50% payable to all those shareholders whose names may appear in the register of members as on 11th August, 2010. For this purpose, the net profit after tax has been appropriated to the tune of Rs. 2501857/-.

PUBLIC DEPOSITS

The company has not accepted any deposits during the year with in the meaning of Section 58A of Companies Act, 1956.

PARTICULARS OF THE EMPLOYEES

During the year no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 217 (2A) of the Companies Act, 1956. Hence, the information required under Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975, is not to be given. The Directors wish to record their application of the dedication and support of the staff at all levels.

ENERGY, TECHNOLOGY, AND FOREIGN EXCHANGE

Information pursuant to Section 217(i)(e) of the Companies Act, 1956, (disclosure of particulars in the report of the Board of Directors) Rule, 1988 are set out in Annexure - 1, and forms a part of this Report.

HUMAN RESOURCES

Your Company always believes in creating and developing a diverse team of hard working & committed individuals and to accomplish this object, several training programs were organized during the year.

At J T L, employee's initiatives are constantly updated and modified to mark new beginning. The professional development programs are designed to cover every spectrum of individual development. The dedication and commitments of the company's employees have been commendable; the directors wish to acknowledge the excellent contribution made by them towards the successful implementation of the project.

CASH FLOW STATEMENT

As required under clause 32 of the Listing Agreement, a cash flow statement is appended.

ENVIRONMENT AND SAFETY MEASURES

Adequate safety and environmental precautions have been implemented wherever deemed necessary.

ACKNOWLEDGEMENT

Yours Directors take this opportunity to thank the Company's customers, vendors, bankers, shareholders, business constituents for the continuing co-operation and support to the Company.

For & On behalf of J T L Infra Limited

Sd/-

(Mithan Lal Singla) Chairman

Place : Chandigarh Date : 10-07-2010

---

Mar 31, 2009

The directors have pleasure in presenting their 18th (Eighteenth) Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2009.

FINANCIAL HIGHLIGHTS

(Rs. In lacs)

PARTICULARS 31.03.2009 31.03.2008

Gross Turnover 11136.28 8635.49

Less Excise Duty 1033.96 1051.87

Net Sales 10102.32 7583.62

Other Income 87.25 13.88

Accretion to Stock (406.49) 460.19

Material Mfg & Other Operative Exp. 8874.55 7434.84

Administrative & Selling Exps. 380.57 224.69

Personnel Overheads 25.30 17.14

Director Remuneration 45.00 23.85

Finance Charges 215.98 104.98

Net Profit Before Tax & Dep 241.67 252.20

Depreciation 42.92 36.64

Net Profit before tax 198.75 215.56

Profit after tax 126.80 140.99

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

The year under review has recorded growth in turnover although there is a slight decrease in profitability. Your Company has improved its working reasonably and earned an increase of 28.98% in total turnover. The Company has recorded a total turnover of Rs. 1136.28 lacs as against Rs. 8635.49 lacs achieved in the previous year. On the export front, the Company has recorded a total turnover of Rs. 5398.13 lacs as against its exports of Rs. 4223.80 in previous year. The PAT & PBT of the Company stood at Rs. 126.80 Lacs & Rs. 140.99 Lacs.

Yours Directors are committed to explore all avenues to increase operations and profitability of the Company and they proposed to expand the business activities and diversify into the business of development of real estate and infrastructure.

SEGMENT REPORTING

The main activity of the Company is to manufacture and sale of ERW Black and Galvanized steel pipes and all other activities revolve around that and henceforth, no product segment was made.

As for as geographical segmentation is concerned, Company has its working at Gholumajra (Derabassi), Punjab only, so no geographical segmentation is made.

SHARE CAPITAL

There has been no change in the Authorized Share Capital, issued subscribed and paid share capital during the year under review. The authorized share capital was Rs. 12,50,00,000.00 divided in to 1,25,00,000.00 equity shares of Rs. 10/- and the issued, subscribed and paid up share capital remained Rs. 1,00,07,4300 divided into 1,00,07,430 equity shares of Rs. 10/- each fully paid.

CORPORATE GOVERNANCE

As per schedule of implementation of Corporate Governance Code mentioned in the clause 49 of listing Agreement, the company has implemented the mandatory requirements of the Code.

Corporate Governance Report as set out separately in this Annual Report shall be construed as a part of the Directors' Report. The certificate of the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with Stock Exchange is enclosed.

DIRECTORS

There has been no change in this constitution of Board of Directors of the Company during the year. However, as per the provisions of Section 256 of the Companies Act, 1956, Sh. Madan Mohan Singla, Director of the Company is due to retire by rotation at the forthcoming Annual General Meeting and being eligible, your Board recommends his re-appointment by the shareholders at the Annual General Meeting.

AUDITORS

M/s S. Kumar Gupta & Associates, Chartered Accountants, the statutory auditors of the company, retires at the forthcoming Annual General Meeting and being eligible and offered themselves for reappointment as Statutory Auditor. The said firm has furnished a certificate to the company to the effect that the proposed appointment, if made, will be in accordance with Section 224 (1B) of the Companies Act, 1956.

As regards their observation in the Auditors Report, the respective notes to the accounts are self-explanatory and therefore do not call for any further comments.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to sub section (2AA) of Section 217 of the Companies Act, your directors confirm that:

(i) In the preparation of Balance Sheet and the Profit & Loss Account of the Company, the applicable accounting standards have been followed and there are no material departures.

(ii) 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 or Loss of the company for that year.

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

WORKING CAPITAL

Working capital arrangements have been continued with Punjab National Bank, Chandigarh to the extent of 1875.00 lacs & Rs. 10.00 lacs FB & NFB respectively, which are considered satisfactory to cater all working capital needs of the company.

LISTING

The Shares of the company are listed at "Over The Counter Exchange of India (OTCEI)", Mumbai. The listing fee to the stock exchange is being paid regularly.

DIVIDEND

In order to strengthen the financial position of the company, your directors do not recommend any dividend.

PUBLIC DEPOSITS

The company has not accepted any deposits during the year with in the meaning of Section 58A of Companies Act, 1956.

PARTICULARS OF THE EMPLOYEES

During the year no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 217 (2A) of the Companies Act, 1956. Hence, the information required under Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975, is not to be given. The Directors wish to record their application of the dedication and support of the staff at all levels.

ENERGY, TECHNOLOGY, AND FOREIGN EXCHANGE

Information pursuant to Section 217(i)(e) of the Companies Act, 1956, (disclosure of particulars in the report of the Board of Directors) Rule, 1988 are set out in Annexure - 1, and forms a part of this Report.

HUMAN RESOURCES

Your Company always believes in creating and developing a diverse team of hard working & committed individuals and to accomplish this object, several training programs were organized during the year.

At J T L, employee's initiatives are constantly updated and modified to mark new beginning. The professional development programs are designed to cover every spectrum of individual development. The dedication and commitments of the company's employees have been commendable; the directors wish to acknowledge the excellent contribution made by them towards the successful implementation of the project.

CASH FLOW STATEMENT

As required under clause 32 of the Listing Agreement, a cash flow statement is appended.

ENVIRONMENT AND SAFETY MEASURES

Adequate safety and environmental precautions have been implemented wherever deemed necessary.

ACKNOWLEDGEMENT

Yours Directors take this opportunity to thank the Company's customers, vendors, bankers, shareholders, business constituents for the continuing co-operation and support to the Company.

For & On behalf of J T L Infra Limited

Sd/-

(Mithan Lal Singla) Chairman

Place : Chandigarh Date : 26.08.2009