Pursuant to the amended Clause 49 (VIII) (D) of the Listing Agreement your Directorswish to report as follows:

a) Industry Structure & Developments:

Steel Industry plays a vital role in the development of any modern and emergingeconomy. The per capita consumption of steel is generally accepted as a yardstick tomeasure the level of socioeconomic development and living standards of its countrymen.Steel industry derives its demand from other important sectors like infrastructure,aviation, engineering, construction, automobile, pipes and tubes etc. Thus, its intenseintegration with other important industries makes it a strategic sector for theGovernments as well.

The Indian steel sector enjoys advantages of domestic availability of raw materials andcheap labour. Iron ore is also available in abundant quantities, though the continuedmining restrictions have put a strain on its availability as well as price. This abundancehas been providing a major cost advantage to the domestic steel industry India was theworld’s fourth largest Steel producer during the last year and by overtaking the US,it has become the world’s third largest steel producer during January-March of thecurrent year. Today, pipes are the most preferred mode of transport for liquids and gasesglobally as they are safe and economical. In comparison to rail & roads, they havelower operating cost per unit and also higher capacity. Additionally, Indian companieshave acquired global accreditations and certifications which make them preferred suppliersto most of the world’s top oil and gas companies in the Middle East, North Americaand Europe.

Although slowdown is expected in demand for Capital Goods, Automotive, Construction andConsumer Durables are expected to show marginal growth. Positive signs are expected onback of modest recovery in economic growth. Likely Increase in Government spends in thePower sector & infrastructure push will fuel segmental growth. Also with expecteddecline in inflation and interest rates, demand for consumer goods is expected to showpositive growth.

b) Opportunities & Threats:

In India, the steel Industry is passing through a challenging phase. Domesticconsumption is severely affected due to lack of activity in infrastructure, as well as inthe manufacturing space. The biggest challenge facing the domestic steel industry is tohave the per capita steel consumption in India at par with the average global standards.The new Government at the center has, however, rekindled hope in the industry. Theambitious infrastructure projects and the thrust in manufacturing through the "Makein India" campaign are steps in the right direction. The plan for smart cities,improved road and rail connectivity by building highways, bridges and dedicated freightand superfast rail corridors have huge potential to spur domestic steel demand. Consumingsectors - construction, automobile and engineering are expected to grow in 2015- 16fuelled by the softening of interest rates and implementation of government policies forthe revival of infrastructure and investment in the country.

A better GDP forecast in 2015-16 supported by estimated industrial growth of 6.5 percent would gradually increase steel demand in the country. Average prices for steel-makingraw materials 2013-14. However, the Indian iron ore mining industry is undergoing adifficult phase given regulatory intervention in various states due to which the steelproducers will continue to face inadequate availability of domestic iron ore in the shortterm. Demand for steel is expected to improve in 2015- 16 but steel prices will remainrestrained due to global weak steel pricing trend, increasing cheap imports and prevailingovercapacity with domestic producers. India also witnessed a surge in steel imports fromChina in 2014, particularly from July 2014 onwards. Steel imports from China almostdoubled during Apr-Nov 2014 compared to consecutive period of last year. Similar trend in2015-16 continues to be a matter of concern. The unavailability of steel plates/coils (theprimary component in pipe manufacturing) is the biggest risk factor for thepipe-manufacturing industry, because majority of them are imported into India. Longgestation supplies of these materials or any subsequent delay in delivery could affect theproduction cycle of the business. A sharp and unprecedented increase in the cost offreight may lead to pressure on margins. Presently, the cost of freight is calculatedprior to the execution of the order. However, if this cost were to rise sharply andsuddenly, the pipe-manufacturing companies could be at risk if charter rates were not tiedup well in advance. There could be competition from PEC Pipes manufactures in the mediumto long term. The Indian pipe manufacturers are subject to foreign exchange risk due tohigh imports and exports. Any adverse change in government policies can affect theindustry. Though the order of International Trade Commission(ITC) rejecting the AntiDumping Duty and countervailing duty levied by US Department of Commerce on the companywas in our favour, but one of the petitioners has filed against the order of ITC for finaldetermination and asked for civil action against the decision of ITC. Hence, this could bea threat to the business of our company.

c) Segment-wise or Product-wise Performance

Since your Company operates only in one Segment, segment-wise or product-wise analysisof performance is not applicable.

d) Outlook:

India’s steel consumption growth is likely to be the highest both in current yearand the next year at 6.2% and 7.3%, respectively, while all other major consumingcountries such as China, US, Japan and Korea are expected to witness a decline, says WorldSteel Association (WSA) in its first short range outlook for 2015. WSA (whose memberscontribute 85% of the global steel production), sees "increased optimism" aboutIndia and forecast India’s steel consumption to go up from level of 76.3 MT in2014-15 to more than 80 MT in 2015-16. Considering the business model the Company hadpursued in the past for exports and domestic, the future model is being adjusted toovercome the threat of Anti-dumping and CVD imposed by the USA and the loss of businessdue to the same in USA. As one of the petitioners has filed a case against order of ITC,USA, as stated above, many customers are shy of doing the trade with our Company till thedisposal of the petition. More aggressive approach in domestic market supported by gooddomestic economic growth, backed by well established brand image, global reach and focusedapproach, the Company is hopeful that the demand for the Companies steel pipes willcontinue to grow in future. Company is also aggressively pursuing the plan to move up inthe value chain by diversifying/expanding into locations and additional product range. TheCompany is also in the process of further improving its performance by achieving organic& inorganic growth.

e) Risks and Concerns:

In accordance with clause 49 of the Listing agreement, your Company has duly adoptedsteps for framing, implementing and monitoring the risk management plan and accordinglyyour Directors have put in place critical risk management framework across the Company foridentification and evaluation of all potential risks. Your Company is continuouslyevolving and improving systems and measures to take care of all the risk exigenciesinvolved in the business. All inherent risks are identified, measured, monitored andregularly reported to management. The management decides measures required to overcomethese risks and ensure implementation of proper risk mitigation plans. The risk report andmitigation plans are presented to the Board of Directors periodically.

f) Internal Control Systems and their adequacy:

Your Company has an effective Internal Control System to prevent fraud and misuse ofCompany’s resources and protect shareholders’ interest. Your Company has anindependent Internal Audit Department to monitor and review and focus on the compliancesof various business processes. The internal audit report along with audit findings andtracking of process improvements & compliances is presented for review to the AuditCommittee of Board of Directors.

g) Discussion on Financial Performance with respect to Operational Performance andstate of Company’s affairs:

During the year under review, the net income of the Company has reduced to Rs. 7489.97lacs as compared to Rs. 15945.30 lacs of previous year due to decline in sales on accountof the various factors enumerated above and heavy constraint of working capital as thebanks have withdrawn the support of extending credit facilities. The Company is working onthe ways and means to regularize the overdraft with the co-operation and consensus of thebankers. Loss after Tax for the financial year stood at Rs. 7267.42 lacs as against lossof Rs. 19979.45 lacs of previous year.

h) Human Resources Development and Industrial Relations:

Your Company focuses on developing the most superior workforce so that the organizationand individual employees can accomplish their work goals in service to the end users. Toimprove employee productivity, PMS (Performance Management System) was implemented acrossthe organization.

Your Company has put in place suitable processes and mechanism to ensure thatgrievances are effectively addressed. Employee Grievance Redressal Committee and theInternal Complaints Committee are intended to facilitate open and structured discussion onwork related grievances of employees and Sexual Harassment complaints respectively, toensure that these are dealt with in a fair and just manner. Our Anti-Sexual Harassmentinitiatives allow employees to report sexual harassment case at the workplace. Presently,your Company employs more than 300 employees. There is Lock-out at factory at Khopolisince December, 2013. The industrial relation continues to remain generally cordial at alllocations of the Company except its factory at Khopoli.

i) Cautionary Statement:

The Management Discussion and Analysis describe Company’s projections,expectations or predictions and are forward looking statements’ within the meaning ofapplicable laws and regulations. Actual results could differ from those expressed orimplied. Important factors that could make a difference to the Company’s operationsinclude economic conditions affecting demand and supply, price conditions in domestic andinternational market, change in Government regulations, tax regimes, economic developmentsand other related and incidental factors.