Directors Report of Tamil Nadu Steel Tubes Ltd.

Mar 31, 2015

Dear Members,

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

1. Financial Summary or Highlights/Performance of the Company

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

Amount in Rupees

Particulars 2014-15 2013-14

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

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

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

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

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

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

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

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

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

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

Proposed Dividend on Equity Shares Nil Nil

Tax on proposed Dividend Nil Nil

Transfer to General Reserve Nil Nil

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

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

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

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

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

* PBDIT increased to Rs.721.35 Lakhs

* Profit before Tax increased to Rs.588.17 Lakhs.

* Net Profit increased to Rs. 479.57 Lakhs.

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

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

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

3. Dividend

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

4. Reserves

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

5. Directors and Key Managerial Personnel

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

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

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

6. Particulars of Employees

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

7. Meetings

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

8. Board Evaluation

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

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

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

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

10. Remuneration Policy

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

Managerial Remuneration:

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

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

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

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

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

11. Details of Subsidiary/Joint Ventures/Associate Companies

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

12. Auditors

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

13. Auditors' Report

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

14. Disclosure about Cost Audit

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

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

15. Secretarial Audit Report

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

16. Internal Audit & Controls

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

17. Vigil Mechanism :

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

18. Risk Management Policy

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

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

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

19. Extract of Annual Return

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

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

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. Audit committee, risk management committee and independent directors committee have been constituted to observe internal control system.

21. Deposits:

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

23. Particulars of contracts or arrangements with related parties:

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

24. Corporate Governance Certificate

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

25. MANAGEMENT DISCUSSION AND ANALYSIS

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

Economic scenario and outlook

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

Steel pipe industry outlook and opportunity

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

Market development

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

Square Pipe Business:

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

Direct Business

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

Finance

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

Costs

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

Selling price

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

Sustainable development

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

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

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

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

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

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

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

28. Corporate Social Responsibility (CSR)

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

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

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

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

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

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

29. Human Resources

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

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

Media and Entertainment

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

30. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, state that;

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

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit of the Company for the year ended on that date;

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

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

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

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

31. Transfer of Amounts to Investor Education and Protection Fund

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

3 2. LISTING WITH STOCK EXCHANGES:

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

33. Acknowledgements

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

For and on behalf of the Board

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

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Mar 31, 2014

Dear Members,

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

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

(Rupees in Lacs)

This Year Previous Year RESULTS 2013-2014 2012-2013

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

Cost of Material consumed 9,671.41 9,187.33

Changes in inventories of Finished Goods (50.41) 15.37

Payment to Employees 169.03 164.10

Financial Expenses 145.65 117.22

Depreciation 27.32 20.03

Amortization Expenses - -

Other Expenses 546.09 523.52

Exceptional items (257.06) -

Extraordinary items - -

Profit before Tax 406.29 332.53

Current Tax 47.80 115.10

Deferred Tax 2.18 1.55

Profit/(Loss) for the period 356.31 215.87

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

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

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

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

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

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

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

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of Annual Accounts for the year ended 31st March 2014, the applicable Accounting Standards read with the requirements set out under Schedule VI to the Companies Act, 1956 have been followed and there are no other material departures from the same.

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

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

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

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

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

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

STATUTORY STATEMENTS:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

For and on Behalf of the Board

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

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Mar 31, 2012

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

RESULTS :- (Rupees in Lacs)

Particulars This Year Previous Year

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

Cost of Material consumed 7,364.27 6687.75

Purchase of Stock in Trade 128.78 229.39

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

Payment to Employees 88.46 72.99

Financial Expenses 79.65 231.25

Depreciation 21.56 21.61

Amortization Expenses - -

Other Expenses 422.63 584.78

Exceptional items - -

Extraordinary items - -

Profit before Tax 95.73 (2.16)

Current Tax 26.75 -

Deferred Tax (2.05) 3.03

Profit/(Loss) for the period 71.03 0.87

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

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

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

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

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

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

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

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

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

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

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

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

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

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

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and of the Profit of the Company for that period;

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

d) the Directors, have prepared the Annual Accounts on a "going concern" basis;

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

Nil

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

On Behalf of the Board

Sd/-

RAKESH GOYAL Managing Director

PLACE: CHENNAI DATE : 29.06.2012

---

Mar 31, 2010

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

This Year Previous Year

2009-2010 2008-2009

FINANCIAL RESULTS :- (Rupees in Lacs)

Sales & Other Receipts 7,276.89 6,314.20

Expenditure 7,348.45 6,016.13

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

Administrative Expenses 422.44 382.00

Selljng & Distribution Expenses 418.92 94.92

Interest & Financial Charges 48.52 30.46

Preliminary Expenses written off - 15.75

Depreciation 19.45 20.22

(lncrease)/Decrease in Stock (68.91) 16.05

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

Provision for Taxation 358.46 0.58

Surplus / (Deficit) (361.11) 281.44



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

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

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

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

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

PARTICULARS IN REGARD TO CONSUMPTION OF ENERGY:

Details are furnished in the Annexure.

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

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

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

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

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

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

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

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

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

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

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and of the Profit of the Company for that period;

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

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

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

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



On Behalf of the Board

CHENNAI RAKESH GOYAL

26.06.2010 Managing Director