Directors Report of Mahalaxmi Seamless Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Twenty Fourth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1.Financial Summary Or Highlights/Performance Of The Company (Standalone)

Financial Year ended Particulars 31/03/2015 31/03/2014 (Rs.In Lakhs) (Rs.In Lakhs)

Total Income 1957.19 1468.90

Expenditure 1964.74 1795.13

Profit / Loss before Depreciation, Finance Charges and Tax 147.76 (156-49)

Interest and Finance Charges 90.24 103.43

Depreciation 65.07 66.29

Profit / Loss before Tax (7.55) (326.22)

Taxes paid and provided 5.65 14.88

Profit / Loss after Tax (13.20) (341.10)

Transferred to Reserves NIL NIL

Proposed Final Dividend NIL NIL

Dividend distribution tax NIL NIL

Balance carried to Balance Sheet (173.31) (157.03)

Operational Performance

* Revenue from operations has increased by 28.50% to Rs. 186,284,158

* The Company has suffered a Loss which has reduced by 96.13% in the Current Year as Compared to Last Year's Loss.

Management Discussion & Analysis

The detailed Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

Dividend

In view of the losses incurred by the Company during the financial year under review your Directors are unable to recommend any dividend for F.Y. 2014-2015.

Transfer To Reserves

The Company has not transferred any amount to the Reserves during the Year under Review.

Brief Description Of The Company's Working During The Year/State Of Companies' Affair

The Company is engaged in the manufacturing of tubes .The Company has tied up with other Companies to provide their Customers to get finned tubes or even heat exchangers.

Change In The Nature Of Business, If Any

No Changes have occurred in the Nature of the Business during the Year under Review

Material Changes And Commitments, If Any, Affecting The Financial Position Of The Company Which Have Occurred Between The End Of The Financial Year Of The Company To Which The Financial Statements Relate And The Date Of The Report

No Material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

Details Of Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status And Company's Operations In Future

No Significant and Material Orders have been passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future during the Year under Review.

Details of Subsidiary/Joint Ventures/Associate Companies and Financial Performance thereof

The Company has No Subsidiary Company.

The Following are the Associate Companies:

Madras Steel & Tubes Vinayak Pipes & Tubes Pvt Ltd Vinayak Tubes Excel Tube Corporation

No Company has ceased to be the Subsidiary Company during the Year under Review.

Deposits

The Company has not accepted any Deposits within the meaning of section 73 of the Companies Act, 2013 and the Rules made there under. Hence, there is nothing to Report in this Matter. However, the Company continues to enjoy Loans from Director, which are exempted under Rule 2(1) (viii) of the Companies(Acceptance of Deposit) Rules,2014.

Auditors:

Statutory Auditors

M/s K C P L AND Associates LLP Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible to offer themselves for re appointment.

M/s K C P L AND Associates LLP ,have furnished a certificate, confirming that if re-appointed, their re-appointment will be in accordance with Section 139 read with Section 141 of the Act. Pursuant to the provisions of the Act and the Rules made there under, it is proposed to appoint M/s K C P L AND Associates LLP; as the statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the next Annual General Meeting, subject to ratification at every subsequent Annual General Meeting held after this Annual General Meeting.

Members are requested to consider the re-appointment of M/s K C P L AND Associates LLP and authorize the Board of Directors to fix their remuneration.

Secretarial auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Ms. Aparna Uparkar, Practicing Company Secretary (Proprietor) , Practicing under the name & style PCS Aparna Uparkar. CP No: 13839 to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. The Secretarial Audit Report is annexed as Annexure. The Auditors' Report and the Secretarial Audit Report for the financial year ended March 31, 2015 do not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditor:

Based on the Audit Committee recommendation at its meeting held, Ms. Leena Anant Gujarathi, Cost Accountant (Membership No: 22429) was re-appointed by the Board as the Cost Auditor of the Company for conducting an audit of the cost accounting records of the Company for financial year commencing from April 1, 2014 to March 31, 2015

The Company is in the process of Appointing Cost Auditor for conducting Cost Audit of the Company and subsequently filing the Form with ROC/MCA for the Financial Year 2013-2014

Auditors' Report

Comments made by the Statutory Auditors in the Auditors' Report & the reply thereof by the Directors are provided there under.

Reference to Auditors Report (Auditors Comments/ Nature of Qualification)

Annexure (i) (a)

Directors Reply

Effective steps are being taken by the Company to maintain proper records so as to show full particulars of the Company's Fixed Assets.

Annexure (i) (b)

Directors Reply

Once the records showing full particulars of the Company's Fixed Assets are in place the discrepancies will be reconciled.

Annexure (vii) (c)

Directors Reply

Effective steps are being taken to transfer Unclaimed Dividend to IEPF Fund.

Secretarial Audit Report

A Secretarial Audit Report given by PCS Aparna Uparkar., a company secretary in practice shall be annexed with the report.

The Following Qualifications have been observed by the secretarial Auditor during the Audit Period

1. The Company has not Appointed a Company Secretary in pursuance of Section 203 of the Companies Act,2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the Year under Review

As disclosed in the Audited Annual Accounts of the Company for the Financial 2014-2015, the Company has managed to earn a Meager Income from its Operations. All round efforts are made by the Company to improve the Financial Position of the Company in order to earn Business Income/opportunities and to enable the Company to Appoint the Company Secretary.

2. The Company has not filed form Form MGT-14 Appointment of Secretarial Auditor and Internal Auditor for the Financial Year 2014-2015 as well as for taking on record Quarterly Financial Results for the Quarter ended June 30, 2014 & September, 30, 2014 & approval of Director's Report as on November 28, 2014

As reported to us by the Management of the Company, the Company is in the process of filing the following Forms with ROC/MCA

3. The Company has not filed form DIR 12: with respect to the Resignation of Mr. Manish Jeevansingh Dalal who has tendered his resignation as a Director of the Company w.e.f. 16th May, 2014.

As reported to us by the Management of the Company, the Company is in the process of filing the following Forms with ROC/MCA

4. Form 23 C: Appointment of Cost Auditor under section 233B of Companies Act, 1956, read with Cost Audit (Report) Rules, 1996, subsequently submission of Cost Audit Report for the financial year commencing from 1st April, 2013 to 31st March, 2014, in Form 1-XBRL

As reported to us by the Management of the Company, the Company is in the process of filing the following Forms 23c and Form 1-XBRL with ROC/MCA

Share Capital

The paid up Equity Share Capital as on March 31, 2015 was Rs. 52,907,000 during the year under review. The Company has not issued any shares.

Shares with Differential Voting Rights

The Company has not issued shares with differential voting rights during the year Issued Employee Stock Options / ESOP

The Company has not issued employee stock options and does not have any scheme to fund its employees to purchase the shares of the Company

Issue of Sweat Equity

The Company has not issued sweat equity shares during the year

Extract Of Annual Return

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in form MGT.9 is annexed as Annexure I.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The Information Regarding Conservation of Energy & Technology Absorption is provided for in Annexure II

Foreign Exchange Earnings and Outgo: Amount (In lakhs)

Total Foreign Exchange Inflow 13.36584

Total Foreign Exchange outflow 93.95835

Directors:

A) Changes in Directors and Key Managerial Personnel

Appointments and changes in Designation during the Year under Review.

During the year under review:

1. Mr. MADHAVPRASAD GOVINDRAM JALAN (DIN: 00217236) was reappointed as Whole-time Director designated as Managing Director of the Company, for a period of 3 (Three) years with effect from 1st April, 2014.

2. Mr. VIVEK MADHAVPRASAD JALAN (DIN: 00114795) was reappointed as Whole-time Director designated as Chief Financial Officer of the Company, for a period of 3 (Three) years with effect from 1st April, 2014.

3. Ms. MALA SHARMA (DIN 02964382) was reappointed as Whole-time Director of the Company, for a period of 3 (Three) years with effect from 1st April, 2014.

4. As already reported by the Board in their Report dated 28.11.2014, Mr. Manish Dalal tendered his resignation as a Director of the Company w.e.f. 16th May, 2014. Your Directors place on record their sincere appreciation for the services rendered by him during the tenure of his Directorship

B) Declaration by an Independent Director(s) and re- appointment, if any

The Company has received Declaration from Independent directors Pursuant to the Provisions of Section 149 sub-section (6) of the Companies Act, 2013

C) Annual Evaluation Of Board Performance And Performance Of Its Committee And Of Director :

Pursuant to the provisions of the Companies Act, 2013 the Board had carried out evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The Board's functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director & CEO. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

Number of meetings of the Board of Directors

The Board of Directors of the Company has met 13 times during the Year under review

Date of the meeting No. of Directors attended the meeting

15/04/2014 6

21/04/2014 6

22/05/2014 6

30/05/2014 6

20/06/2014 6

24/06/2014 6

14/08/2014 6

04/09/2014 6

14/11/2014 6

28/11/2014 6

22/01/2015 6

14/02/2015 6

31/03/2015 6

Audit Committee

Audit Committee of the Company as constituted by the Board is headed by Mr. Chetan Ramesh Jain with Mr. Jiwanprakash Thakurdas Hingorani and Mr. Chandrashekar Rajaram Kulkarni as Members. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board. All the recommendations made by the Audit Committee were accepted by the Board.

Details of establishment of vigil mechanism for directors and employees

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee has considered the following factors while formulating the Policy:

(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

Details of the Remuneration Policy are given on the website http://www.mahatubes.com/

Internal Financial Controls

Your Company has in place adequate internal financial controls with reference to financial statements. Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

Corporate Social Responsibility

As a socially responsible Company, your Company has a strong sense of community responsibility.

The Company however, does not fall within the Criteria as laid down by the Act is not required to constitute a CSR Committee. Further the Company has been suffering a loss for the Last two Years; hence the Company has not formulated any Policy.

Policy on prevention, prohibition and redressal of sexual harassment at workplace:

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Policy aims to provide protection to employees 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, where employees feel secure. The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2014-15.

Disclosure:

Number of complaints of sexual harassment NIL received in the year

Number of complaints disposed off during the NIL year

Number of cases pending for more than ninety NIL days

Number of workshops or awareness programme NIL against sexual harassment carried out

Nature of action taken by the employer or NIL District Officer

Particulars of loans, guarantees or investments under section 186

During the year No Loans or Guarantees are given nor are any Investments made by the Company under Section 186 of the Companies Act, 2013.

The Particulars of Contracts or arrangements with related Parties is provided for in Annexure III (AOC-2)

Risk Management

Your Company has adopted a Risk Management Policy/ Plan in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

This risk management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 ('the Act') and the Listing Agreement. There were no materially significant Related Party Transactions made by the Company during the year.

All Related Party Transactions are placed before the Audit Committee for approval.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company's website at the web link: http://www.mahatubes.com/

Details of the transactions with Related Parties are provided in the accompanying financial statements.

Criteria for determining qualifications, positive attributes and independence of a director:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Clause 49 of the Listing Agreement.

Independence: In accordance with the above criteria, a Director will be considered as an 'Independent Director' if he/ she meets with the criteria for 'Independent Director' as laid down in the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Companies Act, 2013 the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal skills and soundness of judgment. Independent Directors are also expected to abide by the 'Code for Independent Directors' as outlined in Schedule IV to the Act.

Corporate Governance

Your Company has implemented all the mandatory requirements pursuant to Clause 49 of the Listing Agreement. A separate report on Corporate Governance is given as a part of the Annual Report along with the certificate received from the Statutory Auditor, M/s. K C PL and Associates LLP, Chartered Accountants, confirming the compliance.

Particulars of Employees

During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed under Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules. Hence, no particulars are required to be disclosed in this Report.

The information required under Section 197 (12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as follows.

The ratio of remuneration of each Director to the Median Remuneration of all employees who were on the payroll of the Company and the percentage increase in remuneration of the Directors during the financial year 2014-15 are given below:

Directors Ratio to Median Percentage Increase in Remuneration

Shri Madhav P Jalan 11.53:1 100

Shri Vivek Jalan 13.56:1 NIL

Smt. Mala Sharma 10.85:1 NIL

In terms of the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, and to the best of their knowledge and belief and according to the information and explanations obtained by them and same as mentioned elsewhere in this

Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

(iv) they have prepared the annual accounts on a going concern basis;

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

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

Acknowledgement

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

By Order of the Board of Directors For Mahalaxmi Seamless Limited

Place: Mumbai Vivek Jalan Madhavprasad Jalan Date: 14/08/2015 Whole-time director Managing Director DIN: 00114795 DIN: 00217236

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Mar 31, 2014

The Directors have pleasure in presenting their Twenty Third Report and Audited Accounts for the Financial Year ended March 31, 2014.

FINANCIAL RESULTS :

(Rs. in lacs) PARTICULARS As on March As on March 31, 2014 31, 2013

Turnover 1449.64 2570.07

Gross Profit/(Loss) -87.54 -46.29

Less: Depreciation 66.30 117.05

Interest & Finance Charges 103.43 153.35

Profit / (Loss) for the year -341.10 -347.57

Profit/(Loss) before Tax -326.23 -342.58

Deferred Tax 14.88 1.10

Current Tax/FBT 0.00 0.00

Profit / (Loss) after Tax -341.10 -347.58

2. DIVIDEND

Being previous year's Distributable surplus being wiped out by the Current Year's operational losses your Director's are unable to recommend any dividend for the year under review.

3. RESULTS OF OPERATIONS:

Net sales of the Company for the year under Review stood at Rs. 1449.64 Lakhs as compared to previous year sales of Rs. 2570.06 Lakhs

4. MANAGEMENT DISCUSSION & ANALYSIS

The detailed Management Discussion & Analysis Report for the year under review, as Stipulated under Clause 49 of the Listing Agreement is presented in a separate Section forming part of the Annual Report.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details regarding Conservation of Energy Technology Absorption are given by way of Annexure I to this report.

Details regarding the Foreign Exchange Earnings & outgo are given in Notes to Account No 38( iv) in the Audited Annual Accounts of the Company.

6. LISTING OF SHARES

Your Company's shares are listed on the BSE Limited , Ahmedabad Stock Exchange Limited & Madras Stock Exchange Limited

8. CORPORATE GOVERNANCE

Your company has implemented all the mandatory requirements pursuant to Clause 49 of the Listing Agreement. A separate report on Corporate Governance is given as a part of the Annual Report along with the certificate received from the Statutory Auditors M/s. , V.B.Goel & Co., Chartered Accountants confirming the compliance.

9. PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975. The Unsecured Loans which were accepted by the Company was from Company's Director.

10. PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and the Companies (Particulars of Employees) Amendment Rules, 2011. Hence, no particulars are required to be disclosed in this Report.

11. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. Madhav Prasad Jalan (DIN: 00217236), & Mr.Vivek Madha Prasad Jalan (DIN: 00114795) Director retire by rotation and being eligible offer themselves for re-appointment. Directors recommend their re-appointment

As per Section 149(4) of the Companies Act, 2013, which came into effect from April 1, 2014, every listed company is required to have at least one-third of the total number of Directors as Independent Directors. Accordingly, resolution proposing appointment Mr. CHETAN RAMESH JAIN, Mr. JIWANPRAKASH THAKURDAS HINGORANI & Mr. CHANDRASHEKHAR RAJARAM KULKARNI forms part of the Notice of the Annual General Meeting and the Company has received requisite notices in writing under Section 160 of the Companies Act, 2013

The Company has received declarations from all the Independents Directors of the Company confirming that they meet with the criteria of Independents as prescribed both under sub-section(6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. During the year under review Mr. Manish Dalal tendered his resignation as a Director of the Company w.e.f. 16th May, 2014. Your Directors place on record their sincere appreciation for the services rendered by him during the tenure of his Directorship.

12. KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, your Company is required to appoint Key Managerial Personnel. Accordingly, your Company has appointed its Key Managerial Personnel viz., Based on the recommendation of Nomination & Remuneration Committee the Board of Directors of your Company at their Board Meeting held on June 24, 2014 has appointed Mr.Madhav Prasad Jalan whole time Director designated as Managing Director for a period of Three Years w.e.f. 1st April, 2014, Mr. Vivek Madhav Prasad Jalan as Whole Time Director designated as Chief Financial Officer for a period of Three Years w.e.f. 1st April, 2014 & Ms. MALA SHARMA as Whole Time Director for a period of 3 (Three) years with effect from 1st April, 2014 subject to the approval of Shareholders at the forthcoming Twenty Third Annual General Meeting. The Board recommends their appointments.

13. AUDITORS:

In view of the letter dated November 25, 2014 received by the Company from the retiring M/s V.B.Goel & Co., Chartered Accountants, Mumbai the retiring Statutory Auditors of the Company who hold office until the conclusion of the ensuing Annual General Meeting seeking not to seek re-appointment as such for the current Financial Year 2014- 2015 your Directors seek to appoint M/S., K C P L And Associates LLP, Chartered Accountants, (FRN No 119223W) as Statutory Auditors of the Company, to hold office from Twenty Third (23) Annual General Meeting until the conclusion of the Twenty Eighth (28) Annual General Meeting of the Company subject to the ratification of the appointment by the Members of the Company at every Annual General Meeting A letter under Section 141(3) (g) of the Companies Act, 2013 regarding their eligibility for the proposed appointment has been obtained from them. Your Directors recommend their appointment.

14. AUDITORS' REPORT:

Comments made by the Statutory Auditors in the Auditors' Report & the reply thereof by the Directors is given by way of Annexure to this Report.

15. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and same as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

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

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

16. ACKNOWLEDGEMENTS

We take this opportunity to thank the employees for their dedicated service and contribution towards the growth of the Company. We also thank the Financial Institutions, Banks, Customers and the Shareholders for their continued support towards the conduct of the Company.

For and On behalf of the Board of Directors

sd/-

Place : Mumbai MADHAV PRASAD JALAN

Date : 28.11.2014 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting their Twenty-First Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2012.

FINANCIAL HIGHLIGHTS:

PARTICULARS [As on March 31, 2012 As on March 31, 2011 (Rs.) (Rs.)

Income from Sales [Net 320,205,542 315,129,667 of Excise]

Other Income 11,345,769 3,112,353

Total Revenue 331,551,311 313,242,020 Expenses:

Changes in inventories (11,802,524) 121,284

Cost of materials 243,481,047 224,226,613 consumed

Operating Expenses 49,355,021 52,039,663

Employee Benefit 25,556,517 26,175,293 Expense

Other Expenses 15,105,535 12,904,294

Financial Costs 13,176,775 11,573,732

Deprecation Expense 11,936,233 11,262,470

Prior Period 1,598,803 71,351

Total Expenses 348,407,407 338,737,477

Profit Before Tax (16,856,096) (20,132,731)

Tax Expense (893,953) (175,175)

Profit for the Period (15,962,143) (19,957,557)

DIVIDEND :

In view of the losses incurred bv the Company during the financial year ended 31st March 2012 out Directors are unable to recommend any dividend during the financial year under review.

DIRECTORS:

During the financial year under review, Mr. Narendra Kumar Dalmia resigned as the Director of the Company with effect from 9th February, 2012, "The Board of Directors wishes to place on record its sincere appreciation for due co-operation and services rendered by him during his tenure as the Director of the Company. Pursuant to the Articles of Associations of the Company, Mr. Manish Dalai & Mr. Vivek lalan, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer them sieves for a re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT, pursuant to Sec. 217(2AA) of the

Companies Act, 1956:

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimated 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) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

OPERATIONAL PERFORMANCE:

The net revenue tor the Current Year was P.s. 320,205,542 as compared to Rs. 315,129,667 in the previous year, The Net Loss for the Year is Rs, 15,962,143 as compared to the Net Loss of Rs.19,957,557 in the previous Year, thus recording an increase in Net Revenue by 1.61% and Decrease in Net Loss by 20.01%

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, a separate report on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to the Directors'' Repot.

DISCLOSURE UNDER THE STOCK EXCHANGE LISTING AGREEMENT:

In accordance with the amended Listing Agreement with respective Stock Exchanges, it is hereby confirmed that the Company''s Shares are listed at the Stock Exchanges at Mumbai, Ahmadabad and Madras.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956, road with the Companies (Acceptance of Deposits) Rules, 1975.

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

The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to the conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo forms part of this r epoix and is given by way of Annexure.

AUDITORS:

M/s V.B. Goal & Co, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

PARTICULARS OF EMPLOYEES:

The Company has no employees of the specified categories under Section 217 (2A) of.tho Companies Art 1956 read with the Companies Particulars of Employees) Rules, 1975, as amended up to date.

EXPLANATION U/S. 217(3) OF THE COMPANIES ACT, 1956:

1. Note No 4 (b) (i) & (ii) to the Auditors'' Report:

Effective steps are being taken to build the proper invoice records to the tune of Rs.36 89,852/- as we!! as reconciliation of Fixed Deposits with Bank to the tune of Rs. 30,13,094/-

2. Note No 4 (d) to the Auditors'' Report:

The Company in its accounting Benefits viz, earned leave on payment basis. Hence, necessary in this regard have not been quantified and its effect on profit and liability cannot be ascertained.

3. Note No 4 (f) (i) to the Auditors'' Report:

The Company has entered into contract for purchase and sale of goods with related Party in circumstances of urgent necessities without obtaining consent of the Board and the said consent was obtained at a meeting within three months of the date on which the contract was entered into.

4. Note No 4 (f) (ii) to the Auditors'' Report:

The Company is in the process of updating its records for the utilization of service tax credit.

5. Note No 4 (f) (iv) to the Auditors'' Report:

The Company is in the process of compiling the data in connection with Micro, Small and Medium Enterprises so as to make disclosures in the Annual Report pursuant Micro, Small and Medium Enterprises Development Act, 2006.

6. Note No 1 (a) & (b) to the Annexure to Auditors'' Report:

Effective steps are being taken for maintaining proper records to show full particulars, including quantitative details & situation of its Fixed Assets.

7. Note No. 2 (c) to the Annexure to Auditors'' Report:

During the continuance of the Workmen Strike for almost a period of 3 months the movement of material got obstructed and records were distorted during the said period of strike. The Company is sun in the process of salvaging and updating its inventory records

8. Note No. 7 to the Annexure to Auditor''s Report:

The Company is in the process of setting internal Audit system commensurate with its nature and size of the business.

9. Note No 8 to the Annexure to Auditors'' Report:

The Company has already taken effective steps to maintain cost records as prescribed under The Companies Act, 1956 for the financial year under review.

ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on record its sincere appreciation for due co- Operand received from the Company''s Bankers namely Oriental Bank of Commerce. The Directors are also thankful to Statutory Organizations, Esteemed Customers and Employees ax all levies for their continuous support.

For and On behalf of the Board of Directors

Place: Mumbai MADHAV PRASAD JALAN

Date: 03rd September, 2012 CHAIRMAN

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Mar 31, 2011

The Directors have pleasure in presenting their Twentieth Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2011.

FINANCIAL HIGHLIGHTS:

[Rs. In Lacs] PARTICULARS As on March 31,2011 As on March 31, 2010 (Rs) (Rs)

Income from Sales 3151.30 2874.03

[Net of Excise]

Other Income 31.12 42.89

Increase/(Decrease) (1.21) (49.19) in Stock

Total Expenditure 3381.82 3010.59

Profit/(Loss) before (87.99) (55.46) Depreciation

Less: Depreciation 112.62 87.40

Interest 115.73 91.78

Add: Prior (0.71) (1.63)

Period/Extra Ordinary

Adjustments

Net Profit/(Loss) (201.33) (144.48) before Taxation

Provision for Taxation (6.65) (7.67) [Current Fringe [Benefit Deferred]

Profit After Taxation (194.68) (136.82)

Less: (Short)/Excess (4.90) Nil

Prov. Of Tax

Less: Interim Nil -

Dividend/ Proposed - Nil Dividend

Less: Dividend Nil -

Distribution Tax - Nil

Less: Transfer to Nil Nil General Reserves

DIVIDEND:

In view of the losses incurred by the Company during the financial year ended 31st March, 2011, your Directors are unable to recommend any dividend during the financial year under review.

DIRECTORS:

Pursuant to the Articles of Associations of the Company, Mr. Chetan Ramesh Jain & Mr. Narendra Kumar Dalmia, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment.

DIRECTORS' RESPONSIBILITY STATEMENT, pursuant to Sec. 217(2AA) of the Companies Act, 1956:

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimated 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) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

OPERATIONAL PERFORMANCE:

The net revenue for the Current Year was Rs. 3151.30 Lakhs as compared to Rs. 2874.03 Lakhs in the previous year. The Net Loss for the Year was Rs. 194.68 Lakhs as compared to the Net Loss of Rs.136.82 Lakhs in the previous Year, thus recording an increase in Net Revenue by 9.65% and Increase in Net Loss by 42.29 %.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, a separate report on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to the Directors' Report.

DISCLOSURE UNDER THE STOCK EXCHANGE LISTING AGREEMENT:

In accordance with the amended Listing Agreement with respective Stock Exchanges, it is hereby confirmed that the Company's Shares are listed at the Stock Exchanges at Mumbai, Ahmedabad and Madras.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

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

The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to the conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo forms part of this report and is given by way of Annexure.

AUDITORS:

M/s V.B. Goel £t Co, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

PARTICULARS OF EMPLOYEES:

The Company has no employees of the specified categories under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended up to date.

EXPLANATION U/S. 217(3) OF THE COMPANIES ACT, 1956:

1. Note No 4 (b) (i) & (ii) to the Auditors' Report:

During the continuance of the Workmen Strike for almost a period of 3 months the movement of material got obstructed and records were distorted during the said period of strike. The Company is still in the process of salvaging and updating its invoices & stock records.

2. Note No 4 (d) to the Auditors' Report:

The Company is accounting Benefits viz, earned leave on payment basis. Hence, necessary disclosures in this regard have not been quantified and its effect on profit and liability can not be ascertained.

3. Note No 4 (f) (i) to the Auditors' Report:

The Company has entered into contract for purchase and sale of goods with related party in circumstances of urgent necessities without obtaining consent of the Board and the said consent was obtained at a meeting within three months of the date on which the contract was entered into.

4. Note No 4 (f) (ii) to the Auditors' Report:

Considering the qualifications possessed by Mr. Rishi Jalan, a relative of the Director, his appointment was made to Office or Place of Profit on a yearly remuneration of Rs. 6,00,000 per annum and effective steps are being taken to obtain necessary approvals under Section 314 (1B) of the Companies Act, 1956 in this regard.

5. Note No 4 (f) (iii) to the Auditors' Report:

The Company is in the process of updating its records for the utilization of service tax credit

6. Note No 4 (f) (iv) to the Auditors' Report:

The Company is in the process of compiling the data in connection with Micro, Small and Medium Enterprises so as to make disclosures in the Annual Report pursuant Micro, Small and Medium Enterprises Development Act, 2006.

7. Note No 1 (a) & (b) to the Annexure to Auditors' Report:

During the continuance of the Workmen Strike for almost a period of 3 months The entry and exit of personnel of the Company and movement of material got obstructed & records were distorted during the said period of strike The Company is still in the process of salvaging and updating its records of Fixed Assets.

8. Note No. 2 (c) to the Annexure to Auditors' Report:

During the continuance of the Workmen Strike for almost a period of 3 months the movement of material got obstructed and records were distorted during the said period of strike. The Company is still in the process of salvaging and updating its inventory records

y. Note No. / to the Annexure to Auditor s Report: Website ahaiaxmitubes.cor

The Company is in the process of setting internal Audit system commensurate with its nature and size of the business.

10. Note No 8 to the Annexure to Auditors' Report:

The Company has already taken effective steps to maintain cost records as prescribed under The Companies Act, 1956 for the financial year under review.

ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on record its sincere appreciation for due co-operation received from the Company's Bankers namely Oriental Bank of Commerce. The Directors are also thankful to Statutory Organizations, Esteemed Customers and Employees at all levels for their continuous support.

For and On behalf of the Board of Directors

Place: Mumbai AAADHAV PRASAD JALAN

Date : 01st December, 2011. CHAIRMAN