Directors Report of Tulsyan NEC Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the sixty-eighth annual report on the business and operations of the Company and the accounts for the financial year ended 31st March, 2015.

HIGHLIGHTS OF PERFORMANCE

The comparative figures on the Company's financial performance on stand-alone and consolidated basis are detailed hereunder:

(Rs. In Lacs)

CONSOLIDATED STANDALONE

Particulars 2015 2014 2015 2014

Revenue from Operations (Net) and other 129941.65 135430.18 124026.64 129033.04 income

Profit Before Tax (PBT) (5836.13) (3957.09) (4737.24) (3909.36)

Provision for Tax 1557.78 (2183.89) (1065.18) 2180.59

Profit After Tax (PAT) (4278.35) (6140.98) (3672.06) (6089.95)

Balance brought forward from previous year (1074.44) 5178.38 (672.08) 5417.87

Transferred to Fixed Assets on useful life (545.32) - (23.36) -

Dividend (29.33) (102.65) - -

Corporate Tax on Dividend (5.97) (17.44) - -

General Reserve

Surplus carried to the next year's account (5933.41) (1082.69) (4367.50) (672.08)

The Company proposes to transfer an amount of Rs. NIL to the General Reserves. An amount of Rs. NIL is proposed to be retained in the Statement of Profit and Loss. .

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 1469.52 lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

FINANCE

Cash and cash equivalent as at March 31, 2015 was Rs.5005.64 lacs. 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

OPERATIONS AND OUTLOOK

During the year under review, a prolonged demand slump and growing interest cost has affected the performance of your Company. The sales and other receipts declined by 3.88% YOY to Rs.124026.64 lacs. EBITDA dropped by 24.14% YOY to Rs. 1430.15 lacs and PAT increased by 39.70% YOY to Rs.(3672.06) lacs. As in the past during the current year also there were drastic power cuts consequently affecting our costs and also the production. The other additional Power Plant of 35 MW capacity is under implementation and expected to commence its commercial operation shortly.

Some or the (actors attributable to the decline / changes in the profit margins and their impact on the performance of your Company are given hereunder;

The decline in demand for steel in India during the previous two years has caused significant impact on the revenues of your Company. The Government of India had earlier envisaged that the growth in steel consumption to be over 10% based on which additional capacities in steel industry were established in the country. However, due to the lack of demand, the offtake has been much below the anticipated sales. Hence,the turnover in steel has come down causing impact on the profit margins of your Company.

There has also been pressure on pricing the goods due to the lack of demand. The dumping of steel in India by China also contributed in pricing the products of your Company at low value.

The other factors that impacted the revenues and the profit margins were high cost of raw materials without any commensurate increase in the selling prices of steel and steel products. The increase in the manufacturing overheads in synthetic division on account of high cost of raw materials also affected the performance of your Company.

The resulting losses were being offset by increased profitability derived from the power division. Your Company was able to contain the losses by means of better cost management and reduction in interest costs despite increased interest bearing debts on account of Corporate Debt restructuring the company underwent during the year.

DIVIDEND

The Directors do not recommend any Dividend for the year under review on account of losses incurred during the year.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting financial position of the Company which have occurred between the end of the financial year of the Company i.e March 31, 2015, and the date of the Directors' Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The subsidiaries of the Company as on 31st March, 2015 are as follows : Cosmic Global Limited, Tulsyan Power Limited, Chitrakoot Steel and Power Private Limited, Balaji Engineering & Galvanizing Limited, Color Peppers Media Private Limited and TG Logistics Private Limited.

Performance of Subsidiaries

Cosmic Global Limited

Cosmic Global Limited, a subsidiary company of the Company is engaged in the business of providing services for clients through high speed telecommunications, computer networking, satellite communication or directly at the client's site for any kind of data analysis, data processing, data conversion, software development, software debugging, software testing and analysis, handling telephonic inquiries, training people in any of the above or any other related areas.

Tulsyan Power Limited

Tulsyan Power Limited, a subsidiary company of the Company was incorporated with a view to engage itself in the business of development, establish, own, operate and maintain power plants of all types and capacities including thermal, hydro, 'gas, renewal energy (such as photovoltaic, wind mill, etc.) and/or any other means and to generate and supply power to the public and private companies and/or boards in India. The company has not yet commenced any commercial activity.

Chitrakoot Steel and Power Private Limited Chitrakoot Steel and Power Private Limited, a wholly- owned subsidiary of the Company was incorporated with the view to establish, own or acquire ferrous and non-ferrous metal melting furnaces, sponge iron units, etc and also to carry on business as traders & manufacturers of sponge iron.

Balaji Engineering & Galvanizing Limited Balaji Engineering & Galvanizing Limited, a subsidiary company of the Company was incorporated with the view to engage itself in the business of engineering, fabrication of electrical post and towers and galvanizing steel and to undertake the business as iron-masters, iron and steel makers, steel converters and steel fabricators; also as manufacturers of dealers in ferrous and non-ferrous castings and forgings of all types. The company has not commenced commercial activity till date.

Color Peppers Media Private Limited

Color Peppers Media Private Limited, a wholly- owned subsidiary of the Company deals in Intellectual Property Management and Marketing Solutions.

TG Logistics Private Limited

TG Logistics Private Limited, a wholly-owned subsidiary of the Company engaged in the business of Logistics, customs clearing and forwarding agents including import cargo clearance and Export cargo clearance.

As on the date of this report, the Company has no joint ventures and associate companies as defined in the provisions of the Companies Act, 2013 and the Rules made thereunder.

A report on the performance and financial position of each of the subsidiaries, associate and joint venture companies as per the Companies Act, 2013 is provided as Annexure A to the Consolidated Financial Statement and hence not repeated here for the sake of brevity.

In accordance with third proviso to Section 136(1) of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements are available on Company's website www.tulsyannec.in.

Further, as per fourth proviso to the said Section, the audited annual accounts of each of the said subsidiary companies of the Company are also available in the Company's website www.tulsyannec.in. Any shareholder who may be interested in obtaining a copy of the aforesaid documents may write to the Company Secretary at the Company's Registered / Corporate Office. Further, please note that the said documents will be available for examination by the shareholders of the Company at its Registered / Corporate Office during business hours.

DEPOSITS

The Company has complied with the provisions of Section 74(2) of the Companies Act, 2013 by making an application to the Tribunal / Company Law Board seeking extension of time for repayment of unsecured loans deemed as deposits as per the provisions of the Companies (Acceptance of Deposits) Rules, 2014. The Company proposes to seek fresh approval of shareholders in accordance with the provisions of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

The details relating to deposits, covered under Chapter V of the Act,-

(a) Accepted during the year;

Rs.26,16,97,484.00

(b) Remained unpaid or unclaimed as at the end of the year;

Rs. 14,36,80,320.50

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) At the beginning of the year;

NIL

(ii) Maximum during the year;

NIL

(iii) At the end of the year;

NIL

(iv) The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013

The Company has made an application with the Company Law Board (CLB) seeking extension of time for repayment of unsecured loans deemed as deposits as per the provisions of the Companies Act, 2013. The Company is awaiting order from CLB.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The transaction with a related party shall be considered material if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year exceeds ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company.

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

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

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 I in compliance of provisions of Section 134(3)(h) of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

AUDITORS Statutory Auditors

Messrs C.A. Patel & Patel, Chartered Accountants, Chennai, having Firm Registration No.005026S, have been appointed as statutory auditors of your Company for a period of three consecutive years in the last annual general meeting of the Company held on 30th September, 2014.

As per the provisions of the Companies Act, 2013, the said appointment is required to be ratified at every annual general meeting of the Company. The Board at its meeting held on 28lh August, 2015 has approved the appointment of Messrs C.A. Patel & Patel, Chartered Accountants, Chennai, having ICAI Firm Registration No.005026S, as statutory auditors of the Company for the FY 2015-16 subject to ratification by shareholders at the annual general meeting of the Company.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of Billets & TMT Bars - Steel and PP Woven sacks & Woven Fabric: Organic & In-organic Chemicals is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Messrs Murthy & Co. LLP, Cost Accountants (Membership No. 7568), to audit the cost accounts of the Company for the financial year 2015-16 on a remuneration of Rs.70,000 (Rupees Seventy Thousand only).

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to Messrs Murthy & CO. LLP. Cost Auditors is included at Item No.4 of the Notice convening the Annual General Meeting.

The Company has also received necessary certificate under Section 141 of the Act 2013 conveying his eligibility for re-appointment. The remuneration fixed by the board, based on the recommendation of the audit committee is required to be ratified by the members at the AGM as per the requirement of Section 148(3) of the Act 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s M. Damodaran & Associates, a firm of Company Secretaries in practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure II.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return as provided under sub section (3) of section 92 of the Companies Act, 2013 in Form No. MGT - 9 forming part of the Board's report is enclosed as Annexure III with the report in compliance of section 134 of the Companies Act, 2013.

HUMAN RESOURCES

Your Company has taken many initiatives to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. Your Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. It considers people as its biggest assets. A significant effort has also been undertaken to develop leadership as well as technical / functional capabilities in order to meet future talent requirement.

DIRECTORS:

The Ministry of Corporate Affairs (MCA) has notified majority of the provisions inter alia provisions relating to selection, manner of appointment, roles, functions, duties, re-appointment of independent directors (IDs) and the relevant rules under the Companies Act, 2013 (the Act 2013) and made them effective 1st April 2014. The existing composition of the Company's Board is in conformity with the applicable provisions of the Act 2013 and Clause 49 of the Listing Agreement having the following directors as non-executive IDs, namely Mr.C.Ramachandran, Mr. P.T. Rangamani and Mrs. Kalyani Venkatesan.

A) Changes in Directors and Key Managerial Personnel

Shri R.P. Shanthakumar, Chartered Accountant, (Membership No.027941) has been appointed as Chief Financial Officer of the Company with effect from 21st April, 2015.

Smt. Kalyani Venkatesan has'been appointed as additional Director on the Board of the Company at the Board meeting held on 13th February, 2015 subject to approval of shareholders at the annual general meeting.

Shri S. Ramakrishnan, a Non-Executive Independent Director of the Company resigned from the Board on 1st October, 2014.

Shri V. Kirubanandan, a Non-Executive Independent Director of the Company resigned from the Board on 25th March, 2015.

Shri A.P. Venkateswaran, whole-time Director (Finance & Accounts) resigned from the Board on 29th May, 2015.

The name of the director who is liable to retire by rotation

In terms of the provisions of sub-section (6) read with explanation to Section 152 of the Act 2013, two-third of the total number of directors i.e., excluding IDs, are liable to retire by rotation and out of which, one-third is liable to retire by rotation at every annual general meeting.

Accordingly, Shri Sanjay Tulsyan, Managing Director, is, therefore, liable to retire by rotation, at the ensuing AGM, and being eligible, offers himself for re-appointment. The brief resume of this Director proposed to be appointed and re-appointed and other relevant information have been furnished in the Notice convening the AGM. An appropriate resolution for his appointment / re-appointment is being placed for approval of the members at the AGM. The Board, therefore, recommends his appointment / re-appointment as Director of the Company liable to retire by rotation.

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

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.

Smt. Kalyani Venkatesan has been appointed as Additional Director on the Board of the Company at the Board meeting held on 13th February, 2015 subject to approval of shareholders at the annual general meeting.

In terms of the provisions of Section 149(10) read with Section 149(5) of the Act 2013, IDs are eligible to hold office for a term upto five consecutive years on the board and eligible for re-appointment for the second term on passing special resolutions by the Company. During the period, they will not be liable to 'retire by rotation' as per the provisions of Sections 150(2), 152(2) read with Schedule IV to the Act 2013.

It is, therefore, proposed to appoint Smt. Kalyani Venkatesan as Independent Director for a consecutive period of five years at the AGM. Necessary declarations have been obtained as envisaged under the Companies Act 2013.

Both the Nomination and Remuneration Committee and the Board also ensured that her appointment as ID are in compliance with the requirements under the relevant statutes and that there were appropriate balance of skills, experience and knowledge in the board, so as to enable the Board to discharge its functions and duties effectively.

Notices in writing signifying the intention to offer her candidature as ID of the Company along with the requisite deposit has been received from the member of the Company in terms of Section 160 of the Act 2013.

C) FORMAL ANNUAL EVALUATION

The manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual Directors is disclosed in the report on Corporate Governance.

RISK MANAGEMENT POLICY

In compliance with Section 134 (3) (n) of the Companies Act, 2013 and Clause 49 (VI) of the Listing Agreement, the Company has developed Risk Management Policy in order to lay down risk assessment and minimisation procedures.

The Board of Directors of your Company oversee the development of Risk Management Policy and the establishment, implementation and monitoring of the Company's risk management system, in accordance with the policy.

The Chairman / Managing Director have the responsibility for identifying, assessing, monitoring and managing risks. They are also responsible for identifying any material changes to the Company's risk profile and ensuring, with approval of the Board, the risk profile of the Company is updated to reflect any material changes. The implementation of the risk management system and day-to-day management of risk is the responsibility of the Chairman / Managing Director, with the assistance of senior management, as required.

The Chairman is required to report to the Board as to the effectiveness of the Company's management of its material business risks on a regular basis.

The Heads of respective Departments of the Company shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Chairman / Managing Director.

The Company considers that any risk that could have a material impact on its business should be included in its risk profile.

The areas of risk include:

a. Raw Material Risk

b. Quality Risk

c. Technology Risk

d. Competition Risk

e. Financial Risk including Foreign Exchange Risk

f. Realisation Risk

g. Cost Risk

h. Legal Risk

The Foreign Exchange Risk Management Policy of the Company forms part of this policy.

The key risk management process would include

i. Risk Identification

ii. Assessment of identified risk

iii. Risk measurement

iv. Risk mitigation

v. Monitoring of the risk mitigation efforts

vi. Risk reporting and disclosures

vii. Integration with strategy and business plan

ROLE OF AUDIT

A strong and independent Internal Audit Function at the corporate level carries out risk focussed audits across all businesses, enabling identification of areas where risk management processes may need to be improved. The Audit Committee of the Board reviews Internal Audit findings, and provides strategic guidance on internal controls. It also monitors the internal control environment within the Company and ensures that Internal Audit recommendations are effectively implemented.

RESPONSIBILITY TO STAKEHOLDERS

The Company considers the reasonable expectations of stakeholders particularly with a view to preserving the Company's reputation and success of its business.

Factors which affect the Company's continued good standing are included in the Company's risk profile.

CONTINUOUS IMPROVEMENT

The Company's risk management system is always evolving. It is an ongoing process and it is recognised that the level and extent of the risk management system will evolve commensurate with the development and growth of the Company's activities. The risk management system is a "living" system and the documentation that supports it will be regularly reviewed and updated in line with the Company's objectives.

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual financial statement for the year ended March 31,2015, 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 this Act 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 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.

CORPORATE GOVERNANCE

The Company has been practising the principles of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity. A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) form part of this Annual Report.

The Managing Director and the Chief Financial Officer of the Company have certified to the Board on financial statements and other matters in accordance with Clause 49 (V) of the Listing Agreement pertaining to CEO/CFO certification for the financial year ended 31st March 2015.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Company's operational and financial performance as well as the initiatives taken by the Company in key functional areas such as Human Resources and Industrial Relations is separately discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

INFORMATION TECHNOLOGY

The Company has been using ERP for integrating its various business processes within the Company and its business partners. The Company continued to implement several projects in supply chain to improve its efficiency and transparency.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The average of net profits as prescribed under the Companies Act, 2013 was found to be negative and hence your Company was not in a position to spend or make any contribution for the social welfare activities during the year under review. The Annual Report on CSR activities is enclosed as Annexure IV.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129 of the Act, the Company has prepared consolidated financial statements of the Company, which shall be laid before the ensuing 68th Annual General Meeting of the Company along with the laying of the Company's Financial Statement under sub-section (2) of Section 129 of the Act i.e. Standalone Financial Statement of the Company. Further, pursuant to the provisions of Accounting Standard 21, Consolidated Financial Statements notified under Section 133 of the Act, read together with Rule 7 of the Companies (Accounts) Rules, 2014, issued by the Ministry of Corporate Affairs, the Consolidated Financial Statements for the financial year ended 31st March, 2015, form part of this Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure V.

PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each director to the median employees' remuneration and other details in terms of Section 197(12) of the Act with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the Rules"), forms a part of this Annual Report as Annexure VI.

The Company had 2 employees who were employed throughout the year and were in receipt of remuneration more than Rs.60 lacs per annum. In terms of Section 136 of the Companies Act, 2013, the copy of the financial statements of the Company, including the consolidated financial statements, the auditors' report and relevant annexures to the said financial statements and reports are being sent to the Members and other persons entitled thereto, excluding the information in respect of the said employees containing the particulars as specified in Rule 5(2) of the said Rules, which is available for inspection by the Members at the Company's Registered / Corporate Office during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, he may write to the Company Secretary of the Company at its Registered / Corporate Office. The financial statements, reports etc. of the Company are available on the website of the Company www.tulsyannec.in.

ACKNOWLEDGEMENT

The directors thank the bankers, investing institutions, customers and various stakeholders for their valuable support and assistance. The directors wish to place on record their appreciation of the very good work done by all the employees of the Company during the year under review. The directors also thank the investors for their continued faith in the Company.

For and on behalf of the Board

Lalit Kumar Tulsyan

Executive Chairman

Place: Chennai Date : 28th August, 2015

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the sixty-seventh annual report and the audited accounts for the year ended 31st March, 2014.

Financial Highlights

Rupees in Lakhs

Particulars 2013-2014 2012-2013

Profit before Depreciation (1247.81) 1404.51 and tax

Less: Depreciation 2168.37 901.69

Profit for the year before Exceptional Items (3416.18) 502.82

Less: Exceptional Items 493.18 -

Profit for the year (3909.36) 502.82

Less: Provision for Current Tax - 97.65

Deferred Tax 2180.59 25.40

Add: Surplus brought forward 5417.87 5129.76

Amount available for (672.08) 5509.53 Appropriations

Appropriations:

Dividend - 57.36

Corporate Tax on Dividend - 9.30

General Reserve - 25.00

Balance Carried Forward (672.08) 5417.87

OPERATIONS AND OUTLOOK

During the year under review, a prolonged demand slump and growing interest cost has affected the performance of your Company. The sales and other receipts grew 11.87% YOY to Rs.129033.04 lakhs. EBITDA dropped by 12.46% YOY to Rs.5923.75 lakhs.

As in the past during the current year also there were drastic power cuts consequently affecting our costs and also the production. The other additional Power Plant of 35 MW capacity is under implementation and expected to commence its commercial operation shortly.

Some of the factors attributable to the decline in the profit margins and their impact on the performance of your Company are given hereunder;

Late implementation of Power Plant:

Despite achieving Commercial Operation during December 2012, synchronization of the Power Plant with Grid was achieved by end of July 2013. This delay was attributable to the right of way issue prevailed while laying the transmission towers from Power Plant to TNEB Substation. The Company had installed 48 towers instead of 30 towers as per norms of TNEB on account of right of way issue - a critical factor that had caused delay in implementing the project. Further, the uncertainty and high cost associated in Grid Connectivity had also delayed the whole process of Commercial production by one year. This total delay of one year resulted into loss of Revenue.

Operational inefficiency in Wire Rod:

Your Company has shifted the entire operation of TMT Rod from its Ambattur unit to Gummidipoondi unit and been installing new technology for Wire Rod, a value added product of TMT Bars. This production of wire rods results in saving handling cost and reduces the end cutting wastages.

However, the equipments imported by the Company had not been performing at its optimum level. Your Company had entered into contract with Morgardshammar AB of Sweden for setting up of Wire Rod Machine and with Sund Birsta, Sweden for setting up the handling equipment. Both the Companies are renowned names among the Steel Manufacturing and in the past supplied the equipment to other steel competitors in Indian Market. The output at desired level could not be achieved on account of fault in handling equipments. This has further resulted in production loss and revenue loss. The vendors have acknowledged the fault and started working to resolve the defects and deficiencies in the equipments.

Increase in the Interest Cost due to delay in the Project:

The base rate of your Company''s bankers has remained at higher level. The much anticipated decrease in the interest rate has not been materialized leading to high interest cost. Further, the delay in the setting up of the Company''s Power Plant and delay in stabilization of Wire Rod division, both have contributed for the revenue loss. The payments of standing finance costs to the Bankers by way of interest on Term Loan / working capital during the periods of delay in the implementation of the power plant / operation of wire rod unit further resulted into revenue loss.

Foreign Exchange fluctuation:

Your Company had imported Scrap and Coal approximately 234861.619 MT. Despite entering into forward booking contract, the foreign exchange fluctuations prevailed during FY 2013-14 impacted the Company''s revenue to a greater extent and resulted into loss in revenue.

The price of steel scrap has remained stable whereas the price of TMT bars has been dropped. This has led to the shrunk in the gap between the price of the raw material and the finished product thereby causing significant decline in the profit margins. The off-take of steel has been very bad as the steel companies which were anticipated to grow close to 7% per year have grown only close to 1% thereby creating excess capacity in the country causing the steel prices to become lower.

The growth in the steel market is expected to be muted in the short term on account of poor growth in core consumer sectors such as infrastructure and construction. Domestic steel prices are also influenced by trends in raw material prices, demand - supply conditions in the market, international price trends among others. The steel industry is characterized by high capital intensity, high dependence on bulk raw materials, cyclical growth trends, perpetual over- capacity and relatively low profitability.

The Indian economy was expected to grow at 10% and the steel consumption was expected to increase by 12% annually. However, the country''s growth has come down to 4.5% and the steel consumption has increased by meagre 2% only. This has caused the problem of over capacity.

Since 2008, the global economies, including India, have experienced a significant turbulence and uncertainty. Despite some stability coming back from actions taken in response to the emerging challenges worldwide, the global economic recovery remains fragile. This has affected the growth path of the Indian steel industry in more than one ways. The world witnessed volatility in commodity prices, more particularly in the case of those related to the steel industry such as iron ore, coking coal, nickel, manganese ores, and non-coking coal. This left a profound impact on the steel industry globally since 2008 and running into 2014. Also, during this period, global steel production and consumption growth have slowed down and the world is faced with an excess capacity in crude steel making to the tune of over 550 million tones. While the Indian steel demand and production have grown steadily till 2011-12, the same also has lost pace in the past two years.

DIVIDEND

The Directors do not recommend any Dividend for the current year.

DIRECTORS

During the year, the Ministry of Corporate Affairs (MCA) has notified majority of the provisions inter alia provisions relating to selection, manner of appointment, roles, functions, duties, re-appointment of Independent Directors (IDs) and the relevant rules under the Companies Act, 2013 (the Act 2013) and made them effective 1st April 2014. The existing composition of the Company''s Board is fully in conformity with the applicable provisions of the Act 2013 and Clause 49 of the Listing Agreement having the following directors as non-executive IDs, namely Mr.C.Ramachandran, Mr. V. Kirubanandan, Mr. S. Ramakrishnan and Mr. P.T. Rangamani.

In terms of the provisions of Section 149(10) read with Section 149(5) of the Act 2013, IDs are eligible to hold office for a term upto five consecutive years on the Board and eligible for re-appointment for the second term on passing special resolutions by the Company. Further as per SEBI Circular Ref.No.CIR/CFD/POLICY CELL/2/2014 dated 17th April 2014, a person who has already served as an Independent Director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of his present term, for one more term of up to five years only.

During the period, they will not be liable to ''retire by rotation'' as per the provisions of Sections 150(2), 152(2) read with Schedule IV to the Act 2013. It is, therefore, proposed to appoint them as IDs for a consecutive period of five years at the AGM. Necessary declarations have been obtained from them, as envisaged under the Act 2013.

Both the Nomination and Remuneration Committee and the Board also ensured that their appointments as IDs are in compliance with the requirements under the relevant statutes and that there were appropriate balance of skills, experience and knowledge in the Board, so as to enable the Board to discharge its functions and duties effectively.

Notices in writing signifying the intention to offer their candidatures as IDs of the Company along with the requisite deposit have been received from members of the Company in terms of Section 160 of the Act 2013. In terms of the provisions of sub-section (6) read with explanation to Section 152 of the Act 2013, two-third of the total number of Directors i.e., excluding IDs, are liable to retire by rotation and out of which, one-third is liable to retire by rotation at every annual general meeting.

Accordingly, Mr Lalit Kumar Tulsyan, Chairman and Executive Director of the Company, is, therefore, liable to retire by rotation, at the ensuing AGM, and being eligible, offers himself for re-appointment. The brief resume of this Director proposed to be appointed and re-appointed and other relevant information have been furnished in the Notice convening the AGM. An appropriate resolution for his appointment/ re-appointment is being placed for approval of the members at the AGM. The Board, therefore, recommends his appointment / re-appointment as Director of the Company.

AUDITORS

Statutory Auditors

The Statutory Auditors of the Company, retire at the ensuing Annual General Meeting of the Company and are being eligible, offer themselves for re-appointment.

As per the provisions of Section 139 (1) and (2) of the Act 2013, the statutory auditors are required to be appointed for a term of five consecutive years i.e., till the conclusion of sixth annual general meeting and ratify their appointment, during the period, in every annual general meeting by an ordinary resolution. The period for which any firm has held office as auditor prior to the commencement of the Act 2013 will be taken into account for calculating the period of five consecutive years, as per the fourth proviso to Section 139(2) of the Act 2013 read with Rule 6(3) of the Companies (Audit and Auditors) Rules, 2014.

Further, as per Companies (Audit and Auditors) Rules 2014, in case of an audit firm that has been functioning as auditor in the Company for a period of 10 years or more, then the maximum number of consecutive years that the firm may be appointed in the Company shall be 3 years.

Hence, the appointment and rotation of M/s. C.A. Patel & Patel, Chartered Accountants, Chennai, who were earlier appointed as statutory auditors of the Company, at the annual general meeting held on 23rd September, 2013, shall now be governed by the provisions of section 139 of the Companies Act, 2013, and the provisions of Rule 6(3) of the Companies (Audit and Auditors) Rules, 2014.

Accordingly, Messrs. C.A. Patel & Patel, Chartered Accountants, Chennai, having Firm Registration No.005026S allotted by the Institute of Chartered Accountants of India, are eligible to be re-appointed as statutory auditors of the Company to hold office from the conclusion of this Annual General Meeting for three consecutive years, subject to ratification at every annual general meeting.

The Company has obtained necessary certificate under Section 141 of the Act 2013 from the auditor conveying their eligibility for the above appointment. The Audit Committee and Board reviewed their eligibility criteria, as laid down under Section 141 of the Act 2013 and recommended their appointment as Statutory Auditors for the aforesaid period.

Cost Auditor

As required under the Companies (Cost Accounting Records) Rules 2011, the Company filed the Cost Audit Report for the financial year 2012-13 in XBRL format.

As per Companies (Audit and Auditors) Rules 2014, the Board is required to appoint an individual, who is a cost accountant in practice, or a firm of cost accountants in practice, as cost auditor on the recommendations of the Audit committee, which shall also recommend remuneration for such cost auditor. Further, the remuneration recommended by the Audit Committee shall be considered and approved by the Board of Directors and ratified subsequently by the shareholders.

Accordingly, the Board at its meeting held on 30th June, 2013 has appointed M/s Murthy & Co. LLP, Cost Accountants (Membership No. 7568), as Cost Auditor of the Company for conducting the Cost Audit for the financial year 2014-15. The audit committee at its meeting held on 30th June, 2013 has recommended his appointment and remuneration subject to the compliance of all the requirements as stipulated in circular no. 15/2011 dated 11th April 2011 issued by the MCA.

As per Companies (cost records and audit) Rules, 2014 notified by Ministry of Corporate Affairs on 1st July 2014, the notice of appointment of Cost Auditor M/s Murthy & Co. LLP, Cost Accountants, as Cost Auditors has been filed with the Registrar of Companies / Ministry of Corporate Affairs through electronic mode in Form CRA-2 as prescribed under the said Rules.

The Company has also received necessary certificate under Section 141 of the Act 2013 conveying his eligibility for re-appointment. The remuneration fixed by the Board, based on the recommendation of the audit committee is required to be ratified by the members at the AGM as per the requirement of Section 148(3) of the Act 2013.

Secretarial Auditors

As required under Section 204 of the Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related records of the Company and to provide a report in this regard.

Accordingly, M/s. M. Damodaran & Associates, Company Secretaries, Chennai have been appointed as Secretarial Auditors for carrying out the secretarial audit for the financial year 2014-15 for attaching their report with the Board''s report to the shareholders.

CORPORATE GOVERNANCE

The Company has been practising the principles of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity. A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) form part of this Annual Report. The Executive Chairman and the Whole-time Director (Finance & Accounts) have certified to the Board on financial statements and other matters in accordance with Clause 49 (V) of the Listing Agreement pertaining to CEO/CFO certification for the financial year ended 31st March 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Company''s operational and financial performance as well as the initiatives taken by the Company in key functional areas such as Human Resources and Industrial Relations is separately discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

INFORMATION TECHNOLOGY

The Company has been using ERP for integrating its various business processes within the Company and its business partners. The Company continued to implement several projects in supply chain to improve its efficiency and transparency.

INTERNAL CONTROL 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board at its meeting held on 26th February, 2014, constituted a Corporate Social Responsibility Committee with Mr.C. Ramachandran as the Chairman of the Committee, Mr. A.P. Venkateswaran and Mr. P.T. Rangamani as Members.

Your Company strives to undertake activities relating to promotion of education, environmental sustainability and protection of art and culture for addressing the social concerns as part of its CSR policy.

SUBSIDIARY COMPANIES

The following are the subsidiaries of the Company as on 31st March, 2014:

1) Cosmic Global Limited

2) Tulsyan Power Limited

3) Chitrakoot Steel and Power Private Limited

4) Balaji Engineering & Galvanizing Limited

5) Color Peppers Media Private Limited

6) TG Logistics Private Limited

As per the General Circular No.2/2011 vide Ref.No.51/12/2007-CL-III dated 8th February 2011 issued by the Ministry of Corporate Affairs, the Balance Sheet, the statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company and that the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. Any member seeking copy of the annual report(s) of the subsidiary company(ies) may write to the Company Secretary for obtaining copy of the same.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Listing Agreement with the Stock Exchanges, the consolidated financial statements of the Company are attached. The Ministry of Corporate Affairs (MCA), Government of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

The annual accounts, reports and other documents of the subsidiary companies will be made available to the stakeholders, on receipt of a request from them, at the registered office of the Company during the business hours on any working day of the Company. If any member or investor wishes to inspect the same, it will be available during the business hours of any working day of the Company.

A statement giving the following information in aggregate of each subsidiary including its subsidiaries consisting of (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation and (j) proposed dividend has been attached with the consolidated balance sheet of the Company in compliance with the conditions of the said circular issued by MCA.

STATUTORY STATEMENTS

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

As per the requirements of Section 217(1)(e) of the Companies Act, 1956 (the Act) read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, the information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure I to this report.

Particulars of employees

The particulars required pursuant to Section 217(2A) of the Act read with the Companies (Particulars of Employees) Rules, 1975 as amended, are given in Annexure II to this report. However, in terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors'' Report and Accounts are being sent to all the shareholders of the Company excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the registered office of the Company.

Public Deposits

The Company has complied with the provisions of Section 58A of the Companies Act, 1956 and Rules made there under in respect of acceptance of deposits from public. There are no unpaid/unclaimed deposits.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that

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

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

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

iv) the annual accounts have been prepared on a "Going Concern" basis.

ACKNOWLEDGEMENT

The Directors thank the bankers, investing institutions, customers and various stakeholders for their valuable support and assistance. The Directors wish to place on record their appreciation of the very good work done by all the employees of the Company during the year under review. The Directors also thank the investors for their continued faith in the Company.

For and on behalf of the Board

Lalit Kumar Tulsyan Executive Chairman Place: Chennai Date: 30th June, 2014

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Mar 31, 2013

The take pleasure in presenting the 66th Annual Report of the Company together with the Audited Balance Sheet, Statement of Profit and Loss and Cash Flow Statement for the year ended 31st March, 2013.

FINANCIAL RESULTS

Rs.in Lakhs 2012-2013 2011-2012

Profit before Depreciation and tax 1404.51 2426.37

Less: Depreciation 901.69 885.08

Profit for the year before exceptional items 502.82 1541.29

Less: Exceptional Items

Profit for the year 502.82 1541.29

Less: Provision for Current Tax 97.65 358.00

Deferred Tax 25.40 (145.36)

Add: Surplus brought forward 5129.76 4050.36

Amount available for appropriation 5509.53 5379.01

Appropriations:

Dividend 57.36 163.05

Corporate Tax on dividend 9.30 8.20

General Reserve 25.00 78.00

Balance carried forward 5417.87 5129.76

OPERATIONS AND OUTLOOK During the year under review, a prolonged demand slump and growing interest cost has affected us badly. Sales and other receipts grew 1.58% YOY to Rs. 114796.75 Lakhs. EBITDA dropped by 42.11% YOY to Rs. 2426.37 Lakhs and PAT Shrunk by 71.41% YOY to 379.78 Lakhs.

As in the past during the current year also there were drastic power cuts consequently affecting our costs and also the production. We have successfully started commercial operations of our 1X35 MW Captive Thermal Power Plant at Gummudipoondi after completion of yester financial year. This would help us in reducing the costs in the near future. The other additional Power Plant of 35 MW capacity is under implementation and expected to commence its commercial operation soon.

DIVIDEND

Our Directors do not recomend any Dividend for the current year.

DIRECTORS

Shri S. Ramakrishnan, Director of the Company, retires by rotation and being eligible, offers himself for re-election.

Shri V. Kirubanandan, Director of the Company, retires by rotation and being eligible, offers himself for re-election.

AUDITORS

The Auditors of the Company M/s. C.A. Patel & Patel, Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting of the Company and are being eligible, offer themselves for re-appointment.

PERSONNEL

Your Directors wish to express their appreciation to the employees at all levels for their contribution to the Company''s performance during the year under review.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988 AND PARTICULARS OF FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are enclosed with the Report.

FIXED DEPOSITS

The Company has complied with the provisions of Section 58A of the Companies Act, 1956 and Rules made there under in respect of acceptance of deposits from public. There are no unpaid/unclaimed deposits.

DEMATERIALISATION OF SHARES Your Company has entered into an arrangement with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) for dematerialization of the Company''s shares in accordance with the provisions of the Depositories Act, 2001. Accordingly, our company''s shares can be dematerialized in the CDSL and NSDL under the ISIN - INE463D01016.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the Profit of the Company for the year ended on that date;

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

iv the annual accounts have been prepared on a going concern basis.

AUDIT COMMITTEE

In compliance of Section 292A of the Companies Act, 1956, an Audit Committee of the Board is consisting of the following Directors:

1. Shri C. Ramachandran Chairman (since 29.09.2012)*

2. Shri S. Ramakrishnan

3. Shri A.P. Venkateswaran

* Consequent retirement of Shri S. Soundararajan Director who occupied chair till 28.09.2012.

CORPORATE GOVERNANCE

The Company has complied with the mandatory requirements of Corporate Governance as prescribed in the Listing Agreement entered into with the Stock Exchanges to the extent possible, taking into account, the operational requirements, financial position of the Company etc. A separate report on Corporate Governance along with the Auditor''s Certificate on its compliance is attached as Annexure to this report.

PARTICULARS OF EMPLOYEES The statement of particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended is appended.

STATUTORY DISCLOSURES

None of the Directors are disqualified uder the provisions of Section 274(1)(g) of the companies Act, 1956. The Directors have made the requisite disclosures, as required under the provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

SUBSIDIARY COMPANIES

As per General Circular issued by the Ministry of Corporate Affairs the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company and that the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. On written request the copies of Annual Report of the subsidiary companies will be provided to the members of the Company.

GENERAL

The Directors take this opportunity to convey their appreciation of the services rendered and support given by the Company''s Bankers, Financial Institutions, suppliers and customers.

Your Directors thank you, the Shareholders for your continued patronage.

For and on behalf of the Board

Place : Chennai LALITKUMAR TULSYAN

Date :14.08.2013 Executive Chairman

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Mar 31, 2012

The take pleasure in presenting the 65th Annual Report of the Company together with the Audited Balance Sheet, Statement of Profit and Loss and Cash Flow Statement for the year ended 31st March, 2012.

FINANCIAL RESULTS

Rs. in Lakhs

2011-2012 2010-2011

Profit before Depreciation and tax 2426.37 2365.39

Less: Depreciation 885.08 857.88

Profit for the year before exceptional items 1541.29 1507.51

Less: Exceptional Items - 126.96

Profit for the year 1541.29 1380.55

Less: Provision for Current Tax 358.00 290.00

Deferred Tax (145.36) 156.22

Add: Surplus brought forward 4050.36 3334.84

Amount available for appropriation 5379.01 4269.17

Appropriations:

Interim dividend - 50.00

Corporate Tax on Interim

Dividend - 8.50

Dividend 163.05 50.00

Corporate Tax on dividend 8.20 5.31

General Reserve 78.00 105.00

Balance carried forward 5129.76 4050.36

OPERATIONS AND OUTLOOK During the year under review, Sales and other receipts grew 45.06% YOY to Rs. 113588.47 Lakhs. EBITDA grew by 2.58% YOY to Rs. 2426.37 Lakhs and PAT grew by 42.20% YOY to 1328.65 Lakhs. Your directors expect a growth of 40% in the top line for the FY 2013.

As in the past during the current year also there were drastic power cuts consequently affecting our costs and also the production. Due to these power cuts we could not utilize our capacities in full thus losing out on economies of large scale production. The 35 MW Captive Thermal Power Plant at Gummudipoondi is in its final stage of installation and expected to start its trial production on or after November 2012 and consequently will start commercial production on or after December 2012. The other additional Power Plant of 35 MW capacity, additional Induction furnaces of 4 numbers of 20T each for billet manufacturing with annual installed capacity of 274000 MTPA will be set up at the new site where the Captive Power Plant of 35 MW is under implementation. The company is setting up a Wire Rod Plant with a coal gasifier at the existing rolling mill division in Gummudipoondi.

RIGHTS ISSUE

The Rights Issue proceeds received during the year has been utilized for the purpose of setting up of Captive Power Plant (under construction) of 35 MW Capacity in Gummidipoondi Taluk, Tamil Nadu as provided in the Letter of Offer. The said 35 MW Capacity Captive Power Plant is in its final stage of installation and expected to start its trial production on or after November 2012 and consequently will start commercial production on or after December 2012.

DIVIDEND

Your Company now pleased to recommend a dividend of 15% on the equity paid-up capital of the Company as on 31.03.2012 subject to members' approval.

DIRECTORS

Shri P. T. Ranagamani, Director of the Company, retires by rotation and being eligible, offers himself for re-election.

Shri C. Ramachandran, Director of the Company, retires by rotation and being eligible, offers himself for reelection.

Shri S. Soundararajan, Director of the Company who retired by rotation not offered himself for reelection due to his pre-occupation.

Shri S. Soundararajan is associated with our organization for around two decades as an Independent Director of the Company and contributed in various Committees as well. During his entire tenure he has rendered invaluable services to the Company and we appreciate and respect his contribution to our organization. Since he chose to not to reelect himself as Director his Directorship shall expire in the ensuing AGM.

AUDITORS

The Auditors of the Company M/s. C. A. Patel & Patel, Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting of the Company and are being eligible, offer themselves for re-appointment.

PERSONNEL

Your Directors wish to express their appreciation to the employees at all levels for their contribution to the Company's performance during the year under review.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988 AND PARTICULARS OF FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are enclosed with the report.

FIXED DEPOSITS

The Company has complied with the provisions of Section 58A of the Companies Act, 1956 and Rules made there under in respect of acceptance of deposits from public. There are no unpaid/unclaimed deposits.

DEMATERIALISATION OF SHARES Your Company has entered into an arrangement with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) for dematerialization of the Company's shares in accordance with the provisions of the Depositories Act, 2001. Accordingly, our company's shares can be dematerialized in the CDSL and NSDL under the ISIN - INE463D01016.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

iv. the annual accounts have been prepared on a going concern basis.

AUDIT COMMITTEE

In compliance of Section 292A of the Companies Act, 1956, an

Audit Committee of the Board is consisting of the following Directors:

1. Shri S. Soundararajan - Chairman (till ensuing AGM - 27.09.2012)

2. Shri S Ramakrishnan

3. Shri A P Venkateswaran

Shri S. Soundararajan, Chairman of the Audit Committee who retires by rotation this ensuing Annual General Meeting has opted out to be Director due to his pre-occupation. Hence Audit Committee has to be reconstituted.

CORPORATE GOVERNANCE

The Company has complied with the mandatory requirements of Corporate Governance as prescribed in the Listing Agreement entered into with the Stock Exchanges to the extent possible, taking into account, the operational requirements, financial position of the Company etc. A separate report on Corporate Governance along with the Auditor's Certificate on its compliance is attached as Annexure to this report.

PARTICULARS OF EMPLOYEES The statement of particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies(Particulars of Employees) Rules, 1975 as amended is appended.

STATUTORY DISCLOSURES

None of the Directors are disqualified under the provisions of Section 274(1)(g) of the companies Act, 1956. The Directors have made the requisite disclosures, as required under the provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement

SUBSIDIARY COMPANIES

As per General Circular issued by the Ministry of Corporate Affairs the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company and that the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. On written request the copies of Annual Report of the subsidiary companies will be provided to the members of the Company.

GENERAL

The Directors take this opportunity to convey their appreciation of the services rendered and support given by the Company's Bankers, Financial Institutions, suppliers and customers.

Your Directors thank you, the Shareholders for your continued patronage.

For and on behalf of the Board

LALITKUMAR TULSYAN Executive Chairman

Place : Chennai Date : 14.08.2012

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Mar 31, 2010

We take pleasure in presenting the 63rd Annual Report of the Company together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the year ended 31st March, 2010

FINANCIAL RESULTS

2009-2010 2008-2009 Rupees in Lacs Profit before Depreciation and tax 2258.51 2933.32 Less: Depreciation 813.33 725.02 Profit for the year before Exceptional items 1445.18 2208.30 Less: Exceptional Items 85.73 722.10 Profit for the year 1359.45 1486.20 Less: Provision for Current Tax 360.00 390.00 Deferred Tax 150.17 131.33 Fringe Benefit Tax - 14.08 Add: Surplus brought forward 2698.83 1963.04 Amount available for appropriation 3548.11 2913.83 Appropriations: Dividend 100.00 100.00 Corporate Tax 11.26 - General Reserve 102.00 115.00 Balance carried forward 3334.85 2698.83

OPERATIONS AND OUTLOOK

The economic crisis and slowdown witnessed in all the sectors during 2008-09 continued during 2009-10 as well. While developed countries continue to reel under recession, it is believed that Asian countries are back on the growth track. Your company is well poised in terms of capacity and marketing infrastructure to capitalize on growth opportunities as they arise.

During the year under review, your company has surpassed the figure of production and sales in quantitative terms, as compared to the previous year. However, the profit during the year, before tax was Rs. 1359.45 lacs as against Rs. 1486.20 lakh last year, indicating a decease of 8.53%. The decline in performance is on account of decrease in sales values.

The expansion in the rolling capacity by 150000 Mt/p.a. at Gummudipondi undertaken during 2008-09 has been successfully completed during 2009-2010, with this the Cumulative rolling capacity of the company will be 348000 Mt/p.a. The cost of Raw Material and availability of Power

are two major factors effecting our performance, with this in mind during the year 2009-10, the company has acquired M/s Chitrakoot Steel and Power Pvt Ltd. which is manufacturing sponge iron a basic raw-material for TMT bars. The installed capacity of this plant is 36000 Mt / p.a.. During the year under review there were drastic power cuts to the tune of about 40%, consequently effecting our costs and also the production. Due to these power cuts we could not utilize our capacities in full thus losing out on economies of large scale production. During the current year, your company would be commencing the installation work on the 35 MW thermal power plant at Gummudipondi for which land has already been acquired and term loan sanctions have been received from the Bankers. The rights issue for which necessary approvals were obtained from the share holders in the last AGM, will be done in due course during this year.

DIVIDEND

Our Directors are pleased to recommend a dividend of 20% on the Equity Capital subject to members approval.

DIRECTORS

Mr S Soundararajan, Director of the Company, retires by rotation and being eligible, offers himself for re-relection.

Mr P T Rangamani, Director of the Company, retires by rotation and being eligible, offers himself for re-relection.

Shri C Ramachandran, Director of the Company, retires by rotation and being eligible, offers himself for re-relection.

AUDITORS

The Auditors of the Company M/s. C.A. Patel & Patel., Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment

PERSONNEL

Your Directors wish to express their appreciation to the employees at all levels for their contribution to the Companys performance during the year under review.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988 AND PARTICULARS OF FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are enclosed with the report.

FIXED DEPOSITS

The Company has complied with the provisions of Section 58A of the Companies Act, 1956 and Rules made there

under in respect of acceptance of deposits from public. There are no unpaid/unclaimed deposits.

DEMATERIALISATION OF SHARES

Your Company has entered into an arrangement with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) for dematerialization of the Companys shares in accordance with the provisions of the Depositories Act, 2001. Accordingly, our companys shares can be dematerialized in the CDSL and NSDL under the ISIN - INE463D01016

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the Profit of the Company for the year ended on that date;

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

iv the annual accounts have been prepared on a going concern basis.

AUDIT COMMITTEE

In compliance of Section 292A of the Companies Act, 1956, an Audit Committee of the Board is consisting of the following Directors:

1. Mr S. Soundararajan - Chairman

2. Mr. S Ramakrishnan

3. Mr. A P Venkateswaran

CORPORATE-GOVERNANCE

The Company has complied with the mandatory requirements of Corporate Governance as prescribed in the Listing Agreement entered into with the Stock Exchanges to the extent possible, taking into account, the operational requirements, financial position of the Company etc. A separate report on Corporate Governance along with the Auditors Certificate on its compliance is attached as Annexure to this report.

PARTICULARS OF EMPLOYEES

The statement of particulars of employees as required section 217(2A) of the Companies Act, 1956, read with the Companies(Particulars of Employees) Rules, 1975 as amended is appended.

STATUTORY DISCLOSURES

None of the Directors are disqualified uder the provisions of Section 274(1 )(g) of the companies Act, 1956. The Directors have made the requisite disclosures, as required under the provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement

SUBSIDIARY COMPANIES

As required under section 212 of the Companies Act, 1956 the Balance Sheet, Profit & Loss Account and the reports of the Board of Directors and Auditors of the Subsidiary Companies have been attached to the Balance Sheet of your Company.

GENERAL

The Directors take this opportunity to convey their appreciation of the services rendered and support given by the Companys Bankers, Financial Institutions, suppliers and customers.

Your Directors thank you, the Shareholders for your continued patronage.

For and on behalf of the Board Place : Chennai LALITKUMAR TULSYAN Date : 14th May, 2010 Executive Chairman

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Mar 31, 2000

We take pleasure in presenting the 53rd Annual Report of the Company together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the year ended 31st March 2000.

FINANCIAL Rupees in lacs

RESULTS 1999 - 2000 1998-99

Profit before depreciation and Tax 429.55 288.57

Less: Depreciation 173.77 163.79

Profit for the year 255.78 124.78

Less: Provision for Taxation 42.00 23.75

Add: Surplus brought forward 127.33 230.74

Public Issue/preliminary Exps. Written off 4.44 4.44

Amount available for appropriation 336.67 327.33

Appropriations:

Dividend paid 30.00 --

Corporate tax paid 3.30 --

General Reserve 200.00 200.00

Balance carried forward 103.37 127.33

OPERATIONS

We are glad to inform that your company has ventured into the sunrise IT Industry. We have promoted M/s Tulsyan Technologies Ltd. as a subsidiary of your company which is into IT related services and E. Commerce, The annual Report of the subsidiary is annexed.

DIVIDEND

The company has paid an interim dividend of 6% during the month of March 2000.

DIRECTORS

Mr.S.M.Tulsyan, Director of the Company retire by rotation and being eligible, offer himself for re-election. Mr. Vikram Saboo has been co- opted as director of our company on 31.05.2000 whose office has to be regularised.

AUDITORS

The Joint Auditors of the Company M/s. C.A.Patel & Patel, Chartered Accountants, Chennai and M/s. R.S. Agarwala & Co., Chartered Accountants, Bangalore, retire at die ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment.

PERSONNEL

Your Directors wish to express their appreciation to (lie employees at all levels for their contribution to the Companys performance during the year under review.

None of the employees were in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956.

FIXED DEPOSITS

The Company has complied with the provisions of Section 58A of the Companies Act, 1956 and Rules made thereunder elating to acceptance of deposits from public. There are no unpaid/unclaimed deposits.

GENERAL

The particulars prescribed by Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are appended and form an integral part of this Report.

The Directors take this opportunity to convey their appreciation of the services rendered and support given by die Companys Bankers, Financial Institutions, suppliers and customers.

Your Directors thank you, the Shareholders for your continued patronage.

For and on behalf of the Board

L K TULSYAN Executive Chairman Place : Chennai

Date : 28.08.2000