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

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 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

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: tnt.share@yahoo.in

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)