Tamilnadu Steel Tubes Ltd Management Discussions.

Dear Members,

Your Directors are pleased to present the 40th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2019. The Management Discussion and Analysis also forms part of this report.

1. FINANCIAL RESULTS (standalone):

The Companys Financial Results for the year ended 31st March 2019 is summarized below:

[Rs. in Crore]

2018-19 2017-18
Revenue from Operations (Net) and other income 81.37 90.70
Profi t Before Tax (PBT) 0.01 1.07
Provision for Tax (0.08) 0.37
Profi t After Tax (PAT) 0.09 0.70
Other Comprehensive Income - -
Total Comprehensive Income 0.09 0.70
Balance brought forward from previous year 5.81 5.11
Profi t available for Appropriations 5.90 5.81
Appropriations :
Interim Equity Dividend - -
Proposed Final Equity Dividend - -
Tax on Equity Dividends - -
Transfer to General Reserve - -
Surplus carried to the next years account 5.90 5.81

*Ind-AS Adjustments

2. OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE

Consolidated Revenue

Total income, comprising Revenue from Operations (Net) and other income for the year was Rs.81.37 Crore, as compared to Rs. 90.70 Crore in 2017-18. Total Revenue from Operations (Net) Decreased in 2018-19.

Other Operating Revenue

Other operating revenue for the year ended March 31, 2018 includes Rs.0.11 Crore (last year Rs. 0.07 Crore)

Profi t before Tax

Profi t before tax for the year is Rs.0.01 Crore as compared to Rs. 1.07 Crore in 2017-18

Total Comprehensive Income

Total Comprehensive Income for the year is Rs.0.09 Crore as compared to Rs. 0.70 Crore in 2017-18.

Material Changes and Commitments

Except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this Report.

3. TRANSFER TO RESERVES

The Company has not proposed to transfer any amount to the General Reserves.

4. CASH & CASH EQUIVALENT

Cash and Cash Equivalent as at March 31, 2019 was Rs.3.62 Crores. 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.

5. DIVIDEND

Your Directors has not recommended any dividend for the financial year 2018-19.

6. SHARE CAPITAL

The Companys paid up Equity Share Capital as on March 31st 2019 is Rs.5.12 Crore. The Company has neither issued any shares with differential rights as to Dividend, Voting or otherwise nor issued shares (including sweat equity shares) to the Employees or Directors of the company under any Scheme. As on March 31, 2019 none of the Directors of the Company hold shares of convertible instruments of the Company.

No disclosure is required under Section 67(3)(c) of the Act, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

7. PARTICULARS OF LOANS, GUARANTEES AND 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.

8. STANDALONE FINANCIAL STATEMENTS

The Standalone Financial Statements of the Company for the Financial Year Ended 31.03.2019 are prepared in compliance with the applicable provisions of the Act, Indian Accounting Standards (Ind-AS) and as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘the SEBI (LODR) Regulations, 2015). The Financial Statements of the Company for the year ended 31st March 2019 have been disclosed as per Division ll of Schedule III to the Companies Act, 2013.

Pursuant to the provisions of Section 136 of the Companies Act, the Financial Statements of the Company, the Standalone Financial Statements along with all relevant documents and the Auditors Report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website of the company and can be accessed at the web link www.tamilnadusteeltubesltd.com

9. AWARDS AND CERTIFICATIONS

In two consecutive years, the company has conferred Export Award from EEPC for highest export of their products.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

For the present, the company is not falling under purview/ compliance of the same as per section 135 of the Companies Act, 2013. However, the Companys CSR Policy has been re-stated making it more comprehensive and in alignment with the requirements of the Act, when applicable. The Company is committed to Corporate Social Responsibility and strongly believes that the business objectives of the Company must be in congruence with the legitimate development needs of the society in which it operates.

11. CORPORATE GOVERNANCE

A separate Section on Corporate Governance practices followed by the Company, together with a Certificate from the Companys Auditors confi rming compliance, forms a part of this Annual Report, as per SEBI (LODR) Regulations 2015.

12. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo as stipulated in Section 134(3)(m) of the Act, and the Rules framed there under is annexed herewith to the Boards Report.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties are placed before the Audit Committee as also the Board of approval prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The statement is supported by a Certificate from the CEO & MD and the CFO. Your Company has developed a related party transactions manual, standard operating procedures for the purpose of identification and monitoring of related party transactions.

The policy on related party transactions as approved by the board is available on the Companys website and can be accessed through weblink: http://www.tamilnadusteeltubesltd. All transactions entered into with related parties during the year were on an arms length pricing basis and were in the ordinary course of business. There were no material related party transactions i.e transactions exceeding ten percent of the annual consolidated turnover as per the last Audited Financial Statements entered into during the year. Accordingly, there are no transactions that are required to be reported in form AOC 2.

None of the Directors or the Key Managerial Personnel has any pecuniary relationships or transactions vis--vis the Company.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted in accordance with the requirements of the Companies Act, 2013 and SEBI Regulations.

Directors and KMPs resigned and appointed during the year:

1 Mr. Jyotiprakash Sahoo Company Secretary & Compliance Officer also resigned w.e.f 15.10.2018.

2 Mr. C Muruganandam, an Associate Member of the Institute of Company Secretaries of India, has been appointed as the Company Secretary & Compliance Officer of the Company w.e.f 15.05.2019.

3 Mr. Mahaveer Singh, Whole-time Director has resigned w.e.f 14th August 2019.

4 Mr. N sudharsan, has resigned as CFO and appointed as Whole-time Director w.e.f 14th August 2019.

5 Mrs. G Chitra has been appointed as CFO w.e.f 14th August 2019.

Further, the Company has received declarations from all the Independent Directors stating that they meet the criteria of Independence as given under Section 149(7) of the Companies Act, 2013 and the relevant provisions of the Listing Regulations.

Further, in accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. M.T. Elumalai (DIN: 01278399)Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-election. Mrs. Seshadhri

Rajalakshmi, Independent Director of the Company, Whose term of office has ended on 19.07.2019, reappointed again for a term of further five years by the Board subject to the consent of the members of the Company at the ensuing Annual General Meeting of the Company.

The required information of the Directors being re-appointed, pursuant to the provisions of the Listing Regulations, forms part of the Annual Report.

There was no change in the composition of the Board of Directors and the Key Managerial Personnel, except as stated above.

The following persons have been designated as Key Managerial Personnel of the Company pursuant to section 2(51) and section 203 of the Act, read with the Rules framed there under.

1. Mr. Rakesh Goyal - Managing Director
2. Mr. C. Muruganandam - Company Secretary & Head Compliance
3. Mr. N. Sudharsan - Whole-time Director
4. Mr. M.T. Elumalai - Whole-time Director
5. Mr. Bivashwa Das - Whole-time Director
6. Mrs. G chitra - Chief Financial Officer

15. DIRECTORS REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178

Information regarding Directors Remuneration Policy and criteria for determining qualifi cations, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 are provided in the Corporate Governance Report.

16. AUDITORS Statutory Auditors

The members, in the 38th Annual General Meeting held on September 4, 2017, appointed M/s. Abhaya Jain & Co., Chartered Accountants, [Firms Registration No. 000008S] as the Statutory Auditors of the Company, to hold office for a term of 5 (fi ve) years from the conclusion of the 38th Annual General Meeting (AGM) of the Company held in the financial year 2016-17 until the conclusion of the AGM of the Company for the financial year 2021-22 on such remuneration as may be determined by the Board of Directors.

Pursuant to the amendment to Section 139 of the Companies Act, 2013 which was notified on May 7, 2018, ratifi cation of appointment of Statutory Auditors at every AGM is no longer required. There are no qualifi cations, reservation or adverse remark or disclaimer made in the audit report for the Financial Year 2018-19.

The notes to accounts referred to in the Auditors Report are self-explanatory and therefore, do not call for any further comments.

Cost Auditors

On the recommendation of the Audit Committee the Board of Directors appointed FCMA Latha Venkatesh, Cost Accountants (Firm Registration No. 101017), as Cost Auditor of the Company for the financial year 2019-20 under Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014. CMA Latha Venkatesh has confirmed that they are free from disqualifi cation specified under Section 141 (3) and proviso to Section 148 (3) read with Section 141 (4) of the Companies Act 2013 and that their appointment meets the requirements of Section 141 (3) (g) of the Companies Act, 2013. They have further confirmed their independent status and an arms length relationship with the Company.

The remuneration payable to the Cost Auditor is required to be placed before the Members at the ensuing AGM for their ratifi cation. Accordingly, a Resolution for seeking Members ratifi cation for the remuneration payable to CMA Latha Venkatesh, Cost Auditor is included at Item No. 4 of the notice convening the Annual General Meeting.

Secretarial Audit

The Company has appointed Mr. VS Sowri Rajan (FCS 2368) / Company Secretaries in Practice, to undertake the Secretarial Audit of the Company pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 for the Financial Year 2018-19. The Report of the Secretarial Auditor is annexed to the Boards Report as Annexure.

17. MEETINGS Board Meetings

During the year under report, Four (4) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

Audit Committee

The Audit Committee comprises Six (6) members of which four including the chairman of the committee are Independent Directors. During the year, Four (4) Audit Committee Meetings were convened and held. Details of the committee are given in the Corporate Governance Report.

CSR Committee

The CSR Committee comprises Five (5) members of which three including the Chairman of the Committee are Independent Directors. The Committee met once during the reporting period. Details of the Committee are given in the Corporate Governance Report.

18. SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval given on 10 April 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1 July 2015. The said standards were further amended w.e.f. 1 October 2017. The Company is in compliance with the same.

19. EXTRACT OF ANNUAL RETURN

As required by Section 92(3) of the Act and the Rules framed there-under, the extract of the Annual Return in Form MGT 9 is available on the website of www.tamilnadusteeltubesltd.com.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

21. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief in accordance to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act, 2013: a) that in the preparation of the Annual Financial Statements for the Financial Year Ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) that such accounting policies as mentioned in Note 2 of the Notes to the Accounts have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2019, and of the Profit of the Company for the year ended on that date; c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) That the annual accounts have been prepared on a going concern basis; e) That proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and f) That proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating effectively

22. PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act, and the Rules framed thereunder is enclosed as Annexure to the Board s Report. The information on Employees who were in receipt of remuneration will be provided to any Member on a written request to the Company Secretary. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid Annexure which is available for inspection by the Members at the Registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

23. INTERNAL CONTROL SYSTEMS Internal Audit and their adequacy

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were operating effectively throughout the year.

The company has an in-house Internal Audit (IA) function. The scope and authority of the Internal Audit function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the IA function reports to the Chairman of the Audit Committee of the Board. The IA Department evaluates the effi cacy and adequacy of Internal Control System, its compliance with operating systems and policies of the Company and accounting procedures at all locations of the company. Based on the report of IA 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.

Internal Controls over Financial Reporting

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring for proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted Accounting Policies which are in line with the Accounting Standards and the Act. These are in accordance with generally accepted accounting principles in India. Changes in policies, if required, are made in consultation with the Auditors and are approved by the Audit Committee.

The company has a robust financial closure, certifi cation mechanism for certifying adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism named Ethical View Reporting Policy (EVRP) to report concerns about unethical behavior, actual/suspected frauds and violation of companys code of Conduct. Protected disclosures can be made by a whistle blower through several channels. An Ethical View Committee has been constituted to discuss the fi nding of the investigations of the complaints and to recommend remedial actions. The Audit Committee of the Board oversees the functioning of the Ethical View Committee. Also during the year, your Company reached out extensively to employees to conduct greater awareness on Value Creation in Competitive Environment (VCCE) and on Anti Bribery and Corruption Directive (ABCD) through e-learning modules and face to face sessions, achieving a high level of engagement and compliance. This reflects your companys strong commitment to Zero tolerance for non-compliances in this regard and to doing business the right way and with integrity.

Board Effectiveness a. Familiarization Programme for the Independent Directors

In compliance with the requirements of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has put in place of familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report. b. Board Evaluation

Pursuant to the provisions of the Act and the SEBI (LODR) Regulations 2015, the Board has carried out the 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 Committee. The criteria applied in the evaluation process are explained in the Corporate Governance Report.

25. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success in the marketplace and a good reputation are among the primary determinants of value to the Shareholder. The organizational vision is founded on the principles of good Governance and by the resolve to be a customer-centric organization which motivates the Companys Management to be aligned to deliver leading-edge building products backed with dependable after sales services.

Your Company is committed to creating and maximizing long-term value for Shareholders and essentially follows a four pronged approach to achieve this end. a) by increasing all-round operational effi ciencies. b) by identifying strategies that enhance its competitive advantage. c) by managing risks and pursuing opportunities for profitable growth, and d) by cementing relationships with other important Stakeholder Groups through meaningful engagement processes and mutually rewarding associations that Enable it to create positive impacts on the economic, societal and environmental dimensions of the Triple Bottom Line. Underlying this is also a dedication to value-friendly financial reporting that assures the Shareholder and investor of receiving transparent and unfettered information on the Companys performance.

26. ECONOMIC SCENARIO AND OUTLOOK

Indian economy followed a path of recovery registering growth in the Financial Year 2018-19. The prospect for economic growth became buoyant with the agrarian and rural economy benefiting from a good monsoon after two successive rain defi cient years. The growth was affected in a few months during the year by the impact of the demonetization scheme. The financial year is expected to end with GDP growth is estimated to have a rise. The second half of the financial year 2018-19 closed as a momentous year for the country marked by landmark economic reforms even as the global economic scenario was indifferent. That is the Goods and Services Tax (GST), a single tax intended to replace the existing Central and State indirect taxes and the e-way Bill.

The outlook for the current financial year 2018-19 brightens as liquidity in the economy moves towards normalization, with expectations for early revival and growth in overall consumption across several sectors including Steel Pipe Industry. The Union Budget for 2018-19 was welcomed for its thrust on the rural sector, infrastructure development, housing and a boost to the overall investment climate. If 2018-19 also experiences a normal monsoon, GDP growth is likely to rebound in the current financial year. Better liquidity and improved tax collections will enhance governments ability to spend on infrastructure and other development projects, leading to faster growth.

27. STAINLESS STEEL PIPES INDUSTRY - OUTLOOK AND OPPORTUNITIES

Consistent with the positive outlook for the Indian economy, we foresee a similar revival in demand for pipes. Signs of increased demand activity have been witnessed in industrial and commercial segments. Besides this, there are healthy indicators of an uptrend in demand for pipes from various projects such as power plants, irrigation schemes, ports, railways and metro rail projects. TNT is one of the most trusted Stainless Steel Pipes and Tubes Manufacturing Company in South India since 1979. TNT was established with a vision too manufacture and to provide Stainless Steel Tubular Pipes to the Industry. The Promoters of the Company with an ample experience and expertise sensed the Board in the fast emerging field and invested in the best available human resources technology, infrastructure. TNT offers a wide spectrum of Stainless Steel Pipes and Tubes for use in a diverse range of industry including Oil, Gas, Power, Fertilizer and Heat Exchangers, Paper and pulp, water treatment, diary, sugar and food processing unlike etc. with its model production and quality assurance facilities. TNT provides its customers with effective reliable and qualitatively superior products which enjoy lasting reputation and ensures total satisfaction of its customers.

The critical challenges before your Company in 2019 would include the following:

• •To pursue a judicious value-cum-volume strategy so as to maximize utilization of existing capacity including the additional capacity from the newly expanded Jamul plant.

• • To continue to step up the sale of value creating Premium products.

• • To further streamline channel management and strengthen marketing activities in a manner that leverages the Companys brand equity.

• • To continue promotion and facilitation of cashless transactions in the retail network with a view to ensure uninterrupted retail off takes.

• • To develop the means to foresee changes in the value chain and the agility needed to keep strict control on the costs of fuel and raw materials amid volatile global prices. The above initiatives together with your Companys continued focus on cost efficiency and other customer excellence initiatives should help in presenting an improved performance.

28. G.I. PIPES & TUBES – PERFORMANCE

PARTICULARS 2018-19 2017-18
Production – Metric Tonnes 13528.810 20600.090
Sales volume – Metric Tonnes 13386.635 18751.600
Net Sale Value - (Rs. in lakhs) 8,137.41 9062.61
Operating EBITDA - (Rs. in lakhs) 102.80 189.42
Operating EBITDA – margin 1.26 % 2.09%

Costs – Pipes & Tubes Business

During the year 2018-19, the Company maintained a close focus on effective cost management through various initiatives.

a) Cost of Materials consumed

Cost of materials consumed was Rs.7364.10 in 2018-19 as against Rs.7890.42 Lakhs during the year 2017-18.

b) Power & Fuel

The Power & Fuel spent in 2018-19 was Rs. 1.26 Crore, as compared to Rs.1.38 Crore spent in 2017-18. The Company continues to focus on reducing the overall cost of fuel as well as shifting its dependence on linkage by optimizing the fuel mix to enhance the use of alternative fuels.

c) Freight & Forwarding expenses

Freight and forwarding expenses during the year is Rs.0.35 Crore as compared to Rs.0.49 Crore in 2017-18.

d) Employee costs

Overall employee costs, as a share of total income from operations, decreased to 14.12% in 2018-19

e) Other Expenditure

Other expenditure constitutes Rs.46.13 Crore of total income from operations of the Company as compared to Rs. 50.43 Crore in 2017-18.

29. SUSTAINABLE DEVELOPMENT

The Companys Sustainable Development programme continues to be comprehensive and robust.

CO2 Emissions:

Your Company is committed to cut its carbon footprint in line with the Low Carbon Technology Roadmap for the Pipe Industry.

Green Energy

Controlling Emissions: The installation of dust monitors as per the statutory requirement of TNPCB was completed at our plant.

Water Performance:

Performance and to achieve a water positive status, the Company has focused its efforts on two approaches: i) Reduction of fresh water intake by lowering water demand in process and non-process areas and waste water recycling after treatment. Water metering and monitoring systems were installed. ii) Conservation of water by rain water harvesting in plants, and sustained water harvesting measures undertaken over the years has helped our Plant become self-reliant without being dependent on natural water sources like rivers and bore wells. These two approaches have helped your Company reduce its specific water consumption.

Biodiversity

Your Company is committed to the conservation of biodiversity. Efforts on biodiversity conservation are focused on following areas: i) To study and assess the biodiversity operated by the Company. ii) On-ground implementation of activities which conserves biodiversity: iii) Afforestation activities in and around our plant premises with native species of trees at our Plant.

30. HEALTH & SAFETY (H & S Policy – Initiatives)

H&S business processes and information systems across the Company were further strengthened with the proposed launch of an online H&S application called "Click2Safety". This application helps streamline reporting in a manner that gives access to all employees, is standardized, is faster and enriches the H & S Database.

31. LOGISTICS SAFETY

Logistics safety is one of the major focus areas for your Company. Ongoing initiatives undertaken in this regard included provisions of various plant and parking level protocols, creation of certain hygiene factors for truck drivers and their crew such as amenities at truck parking yards, improving tarpaulin tying practices, improving Personal Protective Equipment usage, renewal of logistics contracts to include safety parameters and issue of "passports", for drivers as well as vehicles which are informal internal databases that provide details of individual identity, registration, roadworthiness and safety preparedness.

32. HUMAN RESOURCES

The Company adopted a functional organization structure which is intended to enable the organization to be more collaborative, agile and streamlined in implementing strategy, harnessing internal functional expertise to the fullest and in enhancing stakeholder value.

Employee Relations

The HR policy is intended as a part of the Companys continuous efforts to offer one of the "Best Places to Work" in the Pipe Industry. This policy was designed to attract new talent and motivate existing employees to contribute to their peak performance levels. The Companys HR function is recognized in the sector for its engagement and leadership development processes in nurturing talent necessary to keep the Organizations talent pool future ready. The Company continued with efforts to ensure that its pool of human resources is "future ready" through its robust processes of learning & development, capability building and its development programmes for shop floor associates. Efforts continued to be taken to develop leadership lines as well as to enhance technical and functional capabilities with special focus on nurturing young talent, in order to meet future challenges.

Productivity Improvement

During the financial year 2018-19, the Company has introduced Stainless Steel Pipes (SS Pipes) production and took initiative to introduce a more responsive, efficient and lean organization design in the Plant. This is continued to show its production with improvement in the future years.

India Manufacturing Transformation (IMT)

The IMT Programme aims to make the work-culture in the core areas of production and maintenance in the Steel Pipe Plant more contemporary. This envisages a lean manufacturing organization design with multitasking, standardization and simplifi cation of manufacturing processes, improved productivity standards, introduction of a centralized maintenance design with better planning and benchmarking with the best-in-class. These initiatives will enable the Steel Pipe Plant operate more efficiently in a competitive environment and render them compatible with National manufacturing standards.

Industrial Relations

Employee Relations at all the Units remained cordial. This has helped to build a healthy relationship and resolve issues through mutual dialogue. A major achievement in this area was the successful conclusion of a common long term wage settlement between the Company and the employees. This accord incorporates novel elements such as a productivity enhancement scheme, improvement in housekeeping, elimination of waste and effective utilization of time. The settlement is expected to contribute towards enhancing productivity at the Plant besides enjoining employees and shop-fl floor associates at Plant to adapt to a richer work culture.

Prevention of Sexual Harassment of Women at Workplace

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. As required under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under, the Company has implemented a policy on prevention, prohibition and Redressal of sexual harassment at the workplace. All women, permanent, temporary or contractual including those of service providers are covered under the policy. An Internal Complaints Committee comprising five management staff has been set up to redress complaints relating to sexual harassment. Besides, in the Unit there is one nodal person to receive and forward complaints to the "fi first instance person (FIP) who is a woman" or directly to the Committee.

During the year, the Company has not received any complaint on sexual harassment and there are no complaints pending. Awareness programmes were conducted across the Company to sensitize the employees to uphold the dignity of their colleagues at workplace, particularly with respect to prevention of sexual harassment.

33. BUSINESS RISKS & OPPORTUNITIES

The Business Risk Management Committee, chaired by an Independent Director, is functioning as required under SEBI Regulations. The Committee met twice during the year. Details of this Committee, its terms of reference and functioning are set out in the Corporate Governance Report.

The Company has implemented a Business Risk Management Policy which lays down the framework to identify business risks at both corporate level and at Business Segment level.

The Companys approach to addressing business risks is comprehensive and enables timely anticipation of risks and identification of opportunities enabling appropriate responses, thereby enhancing the Companys competitive advantage. Separate approaches are defined for each of the main business segments of Steel Pipes and forms an integral part of the companys Mid Term Planning cycle. The Company is faced with various risks at an operational level which very often have the potential to offer business opportunities. Some of the main risks are discussed herein:

Competitive Risks

The South India steel Industry is presently facing intense competition with the entry of new players and some existing manufacturers growing inorganically. We expect this situation to continue. To mitigate this risk, the Company is leveraging on its expertise, experience and the additional Stainless Steel Pipes which are commissioned in Q1 2016. This enabled the Company to maintain its market share particularly in the Southern Region. Simultaneously, the Company is implementing measures to enhance its brand equity, visibility and comparative advantage, broaden its product portfolio and service offerings while leveraging on its ICI (Infrastructure, Commercial and Institutional) Sales Team to offer value to large customers. The Company is also closely monitoring its costs so as to be more competitive in the Market Place.

Proactive Safety Culture

Your company has identified Health & Safety of employees and workmen as one of its key focus areas. These include possibilities in the areas of the availability and souring of Raw Materials, Energy, Efficiency and Conservation, Logistics and production development and market segmentation based on research, imbibing best practices in manufacturing and other areas leading productivity improvement. Safety on National roads is largely dependent on various factors such as the overall condition and maintenance of roads, vehicle road-worthiness and general observance of road traffi c laws. As part of its Logistics Safety function and Indian Road Safety Programme, the Company has taken several initiatives including regular simulator-based driver training, vehicle inspection for road-worthiness and the use of Global Positioning Systems (GPS) to monitor outbound movement of Steel Pipes to the end user.

Opportunities

Your Company also regularly examines potential opportunities created from situations involving business risks. These include possibilities in the areas of the availability and sourcing of raw materials, energy efficiency and conservation, logistics, product development and market segmentation based on research, imbibing best practices in manufacturing and other areas leading to productivity improvement.

34. INTEGRATED REPORTING

Your company believes in transparent reporting that is value-friendly to shareholders and investors. The Annual Report carries a detailed section containing the "Business Responsibility Report". The companies studying the requirements of the Integrated Reporting Frame work.

35. ACKNOWLEDGEMENTS

Your Directors are thankful to the Central and State Government Departments, Organizations and Agencies for their continued guidance and co-operation. The Directors are grateful to all valuable Stakeholders of the Company viz. our Customers, Shareholders, Dealers, Vendors, Banks and other Business Associates for their excellent support and help rendered during the year. The Directors also acknowledge the unstinted commitment and valued contribution of all employees of the Company.

36. CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis is describing Companys objective, expectations and forward-looking within the meaning of applicable Securities Laws and Regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations with regard to demand and supply conditions affecting selling prices of fi finished goods, input availability and prices, changes in Government Regulations, Tax Laws, Economic Developments and other factors such as litigation and industrial relations.

For and on behalf of the Board

Sd/- Sd/-
Chennai M.T.ELUMALAI RAKESH GOYAL
August 14, 2019 Director Managing Director
(DIN: 01907248) (DIN: 00990310)