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Tamilnadu Steel Tubes Ltd.

BSE: 513540 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE176E01012
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NSE 05:30 | 01 Jan Tamilnadu Steel Tubes Ltd
OPEN 11.21
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VOLUME 1500
52-Week high 13.57
52-Week low 7.25
P/E 80.07
Mkt Cap.(Rs cr) 6
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 11.21
CLOSE 11.21
VOLUME 1500
52-Week high 13.57
52-Week low 7.25
P/E 80.07
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tamilnadu Steel Tubes Ltd. (TNSTEELTUBES) - Director Report

Company director report

MANAGEMENT DISCUSSION AND ANALYSIS

The Directors take pleasure in presenting the 43rd Annual Report togetherwith the audited financial statements of the Company for the year ended 31stMarch 2022.

1. FINANCIAL RESULTS (Standalone):

The Company's Financial Results for the year ended 31st March 2022 is summarized below:

[Rs. in Crore]

2021-22 2020-21
Revenue from Operations (Net) and other income 77.35 52.34
Profit Before Tax (PBT) 0.88 0.11
Provision for Tax 0.36 0.79
Profit After Tax (PAT) 0.52 (0.68)
Other Comprehensive Income - -
Total Comprehensive Income 0.52 (0.68)
Balance brought forward from previous year 2.76 3.44
Profit available for Appropriations 3.28 2.76
Appropriations:
Interim Equity Dividend - -
Proposed Final Equity Dividend - -
Tax on Equity Dividends - -
Transfer to General Reserve - -
Surplus carried to the next year's account 3.28 2.76

2. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE Revenue

During 2021-22 the Company achieved a turnover of Rs. 77.35 Crore registering agrowth of 48.81% over the previous year. The Company focused on reducing fixed costsmanage working capital more efficiently and making capital expenditureprudently oncritical growth projects.

Other Operating Revenue

Other operating revenue for the year ended March 31 2022 includes Rs 0.06 Crore (lastyear Rs. 0.36 Crore)

Profit before Tax

Profit posted before tax for the year is Rs. 0.88 Crore

Total Comprehensive Income

Total Comprehensive income for the year is Rs. 0.52 Crore as compared to a loss of Rs.0.68 Crore in 2020-21.

3. Post COVID-19 and its impact

Considering the seriousness of the pandemic situation the Company is taking variousmeasures to ensure the health and safety of its employees and to comply with thedirectives regularly being issued by the Central and the respective State Governmentsbesides the local authorities at all its business locations. The Company will continue tomonitor the situation for taking timely action based on the guidance from the Governmentsand the authorities. The Company has considered the possible effects / impact arising fromCovid-19 on its financial results for the year 2021-2022 and at this stage it hasconcluded that no material adjustments are required for the same. The Company willcontinue to closely monitor any material changes to future economic conditions.

4. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserves during FY 2021-22.

5. CASH & CASH EQUIVALENT

Cash and Cash Equivalent as at March 31 2022 was Rs.0.09 Crores. The Company continuesto focus on judicious management of its working capital. The Company has taken many stepsduring the year to improve the working capital turns. The working capital parameters werekept under strict check through continuous monitoring.

6. DIVIDEND

Your directors did not recommend any dividend for this year.

7. SHARE CAPITAL

The Company's paid up Equity Share Capital as on March 31st 2022 is Rs. 5.12Crores. The Company has neither issued any shares with differential rights as to DividendVoting or otherwise nor issued shares (including sweat equity shares) to the Employees orDirectors of the company under any Scheme. As on March 31 2022 none of the Directors ofthe Company hold shares of convertible instruments of the Company.

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

8. DEPOSITS

The Company has not accepted any fixed deposits under Chapter V of the Companies Act2013 and as such no amount of principal and interest were outstanding as on 31stMarch 2022.

9. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

10. CAPITAL EXPENDITURE

The Company continues to assess the trends emerging in the industry and the changingrequirements of its customers and invests appropriately for the long-term with a view toservicing its customers in a more timely and efficient manner.

11. STANDALONE FINANCIAL STATEMENTS

The Standalone Financial Statements of the Company for the Financial Year Ended 31stMarch 2022 is prepared in compliance with the applicable provisions of the Act IndianAccounting 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). TheFinancial Statements of the Company for the year ended 31st March 2021 have been disclosedas per Division II of Schedule III to the Companies Act 2013. Pursuant to the provisionsof Section 136 of the Companies Act the Financial Statements of the Company theStandalone Financial Statements along with all relevant documents and the Auditors' Reportthereon form part of this Annual Report. The Financial Statements as stated above are alsoavailable on the website of the company and can be accessed at the web linkwww.tntpipes.com.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

At present the company is not falling under purview of section 135 of the CompaniesAct 2013. The Company is committed to Corporate Social Responsibility and stronglybelieves that the business objectives of the Company must be in congruence with thelegitimate development needs of the society in which it operates.

13. CORPORATE GOVERNANCE

The Company is committed to maintaining high standards of corporate governance. TheCompany has been in compliance with the requirements of SEBI Listing Regulations.

A report on corporate governance together with a certificate from the PracticingCompany Secretary is annexed in accordance with the terms of the SEBI Listing

Regulations and forms part of the Board's Report. The Managing Director and the ChiefFinancial Officer have submitted a certificate to the Board regarding the financialstatements and other matters in terms of Part B of Schedule II [Corporate Governance] ofthe SEBI Listing Regulations.

The Report further contains details as required to be provided in the Board's Report onthe policy on Directors' appointment and remuneration including the criteria annualevaluation by the Board and Directors composition and other details of Board committeesimplementation of risk management policy whistle-blower policy/vigil mechanism dividendpolicy etc.

14. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 forms part of this Report.

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year underreview were on an arm's length basis and were in the ordinary course of business. Thereare no materially significant related party transactions during the year which may have apotential conflict with the interest of the Company at large. Necessary disclosures asrequired under the Indian Accounting Standards have been made in the notes to theFinancial Statements.

The policy on Related Party Transactions as approved by the Board is uploaded andavailable on the following link www.tntpipes.com None of the Directors excep t Mr . Rakesh Goy al (E x-M anaging Director) had any pecuniary relationships or transactionsvis-?-vis the Company.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Directors and KMPs resigned and appointed during the year:

Mr. Bivashwa Das Director was inducted to the Board during November 2015 and appointedas Managing Director of the Company for a Five-year term of office from 30thJun2021. The appointment of Mr. Bivashwa Das as Managing Director is approved by theshareholders in the last Annual General Meeting.

Mr. Ram Ashish Singh was inducted as Additional Director of the Company on 30thJun 2021 and was also appointed as a Whole-time Director of the Company for a three-yearterm of office from 30th Jun 2021. The appointment of Mr. Ram Ashish Singh asWhole- time Director is approved by the shareholders in the last Annual General Meeting.

Ms. Renuka Ramesh who was a director since 4th Sep 2017 retired on 4thSep 2020 and has been re-appointed as Additional Director in the Independent Director/Woman Director category of the Company on 6th Feb 2021 for a period of threeyears and her appointment is also approved by the Shareholders in the last Annual GeneralMeeting.

Mr. RV Sathyanarayanan was appointed as an Additional Director in the IndependentDirector category of the Company on 30th Jun 2021 for a period of three yearsand his appointment is approved by the Shareholders approval in the Annual GeneralMeeting.

Shri.MT.Elumalai was reappointed as whole time Director for a period of three yearsfrom 13.08.2022.

Shri.N.Sudharsan was reappointed as whole time Director for a period of three yearsfrom 13.08.2022.

Mr.Rajesh Sai Iyer was reappointed as an Independent Director for a further period offive years from 04.09.2022.

All the Independent Directors of the Company have furnished necessary declaration interms of Section 149(6) of the Act affirming that they meet the criteria of independenceas stipulated thereunder. All the Independent Directors of the Company are registered onthe Independent Directors Databank as required under the Companies Act 2013 and theapplicable Rules in the said regard. In the opinion of the Board all the IndependentDirectors have the integrity expertise and experience including the proficiency asrequired to effectively discharge their roles and responsibilities in directing andguiding the affairs of the Company.

The required information of the Directors being appointed pursuant to the provisionsof the Listing Regulations forms part of the Annual Report.

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

The following persons have been designated as Key Managerial Personnel of the Companypursuant to section 2(51) and section 203 of the Act read with the Rules framed thereunder.

1. Mr. Bivashwa Das - Managing Director
2. Ms G. Chitra - CFO
3. Mr. C. Muruganandam - Company Secretary & Head Compliance
4. Mr. N. Sudharsan - Whole-time Director
5. Mr. M.T. Elumalai - Whole-time Director
6. Mr. Ram Ashish Singh - Whole-time Director

15. DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER

SECTION 178

Information regarding Directors' Remuneration Policy and criteria for determiningqualifications positive attributes independence of a director and other matters providedunder sub-section (3) of section 178 are provided in the Corporate Governance Report. 16. EXTRACTOF ANNUAL RETURN

A copy of the Annual Return of the Company is placed on the website of the Company andthe same is available on the website www.tntpipes.com

17. SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval given on 10 April 2015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India theSecretarial 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. 1October 2017.

The Company has ensured compliance of the Secretarial Standards issued by the Instituteof Company Secretaries of India during the period under review. The Company is incompliance with the same.

18. DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors confirm that the Company has in place a framework of internalfinancial controls and compliance system which is monitored and reviewed by the AuditCommittee and the Board besides the statutory internal and secretarial auditors. To thebest of their knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statements in terms of Section134(3)(c) of the Companies Act 2013:

a) that in the preparation of the annual Financial Statements for the year ended31st March 2022 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in the Notes to the FinancialStatements have been selected and applied consistently and judgment and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2022 and of the loss of the Company for theyear ended on that date;

c) that proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) that the annual Financial Statements have been prepared on a going concernbasis;

e) that proper internal financial controls to be followed by the Company havebeen laid down and that the financial controls are adequate and were operating effectivelyand

f) that proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

19. AUDITORS

Statutory Auditors

The members at the 38th Annual General Meeting held on September 4 2017appointed M/s. Abhay Jain & Co. Chartered Accountants [Firm's Registration

No.000008S] as the Statutory Auditors of the Company to hold office for a term of 5(five) years from the conclusion of the 38th Annual General Meeting (AGM) ofthe Company held for the financial year 2016-17 until the conclusion of the 43rdAGM of the Company for the financial year 2021-22 on such remuneration as may bedetermined by the Board of Directors.

Pursuant to the amendment to Section 139 of the Companies Act 2013 which was notifiedon May 7 2018 ratification of appointment of Statutory Auditors at every AGM is nolonger required. There are no qualifications reservation or adverse remarks or disclaimermade in the audit report for the Financial Year2021-2022. The existing

Auditor's term expired at the conclusion of the 43rd Annual General Meetingof the Company to be held on 27.09.2022. Hence Based on the Recommendations of the Auditcommittee at their meeting held on 21.05.2022 The Board at their meeting held on21.05.2022 appointed

M/s DPV and Associates Chartered Accountants Sri Ranga No.51 Mambalam High RoadT.Nagar Chennai -17 as statutory auditors of the company from the conclusion of this 43rdAGM till the conclusion of 48th AGM to be held in the year 2027 on such termsand remuneration as may be mutually agreed upon between the said Auditors and Board ofDirectors of the Company".The Company has also obtained necessary consent underSection 139 and eligibility certificate under Section 141 from

M/s DPV and Associates Chartered Accountants Sri Ranga No.51 Mambalam HighRoad T.Nagar DPV & Associates (Firm Registration Number011688S) CharteredAccountants Chennai to the effect that their appointment if made would be in conformitywith the provisions of the Companies Act 2013 and the appointee Statutory Auditors isholding a valid Peer Review Certificate issued by the Institute of Chartered Accountantsof India. Accordingly necessary ordinary resolution has been included in the Agenda ofthe Notice convening the ensuing 43rd Annual General Meeting of the Company.Your directors recommend the appointment of new Statutory Auditors.

Cost Auditors

On the recommendation of the Audit Committee the Board of Directors appointed

M/s. Latha Venkatesh & Associates Cost Accountants (Firm Registration No.101017) as Cost Auditor of the Company for the financial year 2021-22 under Section 148of the Companies Act 2013 read with The Companies (Cost Records and Audit) AmendmentRules 2014. M/s Latha Venkatesh & Associates has confirmed that they are free fromdisqualification specified under Section 141 (3) and proviso to Section 148 (3) read withSection 141 (4) of the Companies Act 2013 and that their appointment meets therequirements of Section 141 (3) (g) of the Companies Act 2013. They have furtherconfirmed their independent status and an arm's 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 confirmation and approval. Accordingly aResolution for seeking appointment and remuneration payable to Cost Auditor is included inthe notice convening the Annual General Meeting.

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 hasappointed Mr. VS Sowri Rajan (FCS 2368) Company Secretary in Practice to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit Report isannexed herewith and forms part of this Report. The Company has ensured compliance of theSecretarial Standards issued by the Institute of Company Secretaries of India during theperiod under review. Accordingly no qualifications or observations or other remarks havebeen made by the Secretarial Auditor in the said Report.

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 theAudit Committee or the Board under section 143(12) of the Companies Act 2013.

21. HUMAN RESOURCES

The Company continued to lay emphasis on creating a high performing work culture toachieve organizational goals of the present as well as those of the future in asustainable way by establishing a culture of process discipline organizational onenessand achievement orientation across its businesses through simplification and digitizationempowerment project-based working and customer centricity.

The information relating to employees and other particulars required under Section 197of the Companies Act 2013 read with Rule 5 of the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. In termsof Section 136 of the Companies Act 2013 the Report and Accounts are being sent to theMembers excluding the information on employees particulars of which are available forinspection by the Members at the Registered Office of the Company during business hours onall working days of the Company up to the date of the forthcoming Annual General Meeting.If any Member is interested in obtaining a copy thereof such Member may write to theCompany Secretary in the said regard.

The disclosure with regard to remuneration as required under Section 197 of the Actread with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is attached and forms part of this Report

22. INTERNAL CONTROL SYSTEMS

Internal Audit and their adequacy

The Company has in place well defined and adequate internal controls commensurate withthe size of the Company and the same were operating effectively throughout the year. Tomaintain its objectivity and independence the Internal Auditor (IA) reports to theChairman of the Audit Committee of the Board. The IA evaluates the efficacy and adequacyof Internal Control System its compliance with operating systems and policies of theCompany and accounting procedures at all locations of the company. Based on the report ofIA process owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board.

Internal Financial Control Systems with reference to the Financial Statements

The Company has complied with the specific requirements of the Companies Act 2013which call for establishment and implementation of an Internal Financial Control frameworkthat supports compliance with requirements of the said Act in relation to the Directors'Responsibility Statement.

The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. During the year such controls were testedand no reportable material weakness in the design or operations were observed. The Companyhas policies and procedures in place for ensuring for proper and efficient conduct of itsbusiness the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information.

The Company has adopted Accounting Policies which are in line with the AccountingStandards and the Act. These are in accordance with generally accepted accountingprinciples in India. Changes in policies if required are made in consultation with theAuditors and are approved by the Audit Committee.

The Risk Management Committee of the Board of Directors reviews the risk mitigationplans periodically to monitor the key risks of the Company and evaluate the management ofsuch risks for effective mitigation.

The company has a robust financial closure certification mechanism for certifyingadherence to various accounting policies accounting hygiene and accuracy of provisionsand other estimates.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism named Ethical View Reporting Policy (EVRP) to reportconcerns about unethical behaviour actual/suspected frauds and violation of company'scode of Conduct. Protected disclosures can be made by a whistle blower through severalchannels. An Ethical View Committee has been constituted to discuss the finding of theinvestigations of the complaints and to recommend remedial actions. The Audit Committee ofthe Board oversees the functioning of the Ethical View Committee.

Also during the year your Company reached out extensively to employees to conductgreater awareness on Value Creation in Competitive Environment (VCCE) and on Anti Briberyand Corruption Directive (ABCD) through e-learning modules and face to face sessionsachieving a high level of engagement and compliance. This reflects your company's strongcommitment to Zero tolerance for non-compliances in this regard and to doing business theright way and with integrity.

24. BOARD EFFECTIVENESS a. Familiarization Programme for the Independent Directors

In compliance with the requirements of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 the Company has put in place of familiarization Programmefor the Independent Directors to familiarize them with their role rights andresponsibility as Directors the working of the Company nature of the industry in whichthe company operates business model etc. The details of the familiarization programme areexplained in the Corporate Governance Report. b. Board Evaluation

Pursuant to the provisions of the Act and the SEBI (LODR) Regulations 2015 the Boardhas carried out the annual performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and Compliance Committee. The criteria applied in the evaluation process areexplained in the Corporate Governance Report.

25. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success in the marketplace and a good reputationare among the primary determinants of value to the Shareholder. The organizational visionis founded on the principles of good Governance and by the resolve to be acustomer-centric organization which motivates the Company's Management to be aligned todeliver leading-edge building products backed with dependable after sales services. YourCompany is committed to creating and maximizing long-term value for Shareholders andessentially follows a four-pronged approach to achieve this end. a) by increasingall-round operational efficiencies. b) by identifying strategies that enhance itscompetitive advantage. c) by managing risks and pursuing opportunities forprofitable growth and d) by cementing relationships with other importantStakeholder Groups through meaningful engagement processes and mutually rewardingassociations that Enable it to create positive impacts on the economic societal andenvironmental dimensions of the Triple Bottom Line.

Underlying this is also a dedication to value-friendly financial reporting that assuresthe Shareholder and investor of receiving transparent and unfettered information on theCompany's performance.

26. ECONOMIC SCENARIO AND OUTLOOK

Indian economy is estimated to grow by 9.2 percent in real terms in 2021-22 (as perprojected to grow by 8 - 8.5 percent in real terms in 2022-23. The year ahead poised for apickup in private sector investment with the financial system in good position to providesupport for economy's revival. Projection comparable with World Bank and

Asian Development Bank's latest forecasts of real GDP growth of 8.7 percent and 7.5percent respectively for 2022-23. As per IMF's latest World Economic Outlook projectionsIndia's real GDP projected to grow at 9 percent in 2021-22 and 2022-23 and at 7.1 percentin 2023-2024 which would make India the fastest growing major economy in the world forall 3years. Agriculture and allied sectors expected to grow by 3.9 percent; industry by11.8 percent and services sector by 8.2 percent in 2021-22. On demand side consumptionestimated to grow by 7.0 percent Gross Fixed Capital Formation (GFCF) by 15 percentexports by 16.5 percent and imports by 29.4 percent in 2021-22. Macro economic stabilityindicators suggest that the Indian Economy is well placed to take on the challenges of2022-23. Combination of high foreign exchange reserves sustained foreign directinvestment and rising export earnings will provide adequate buffer against possibleglobal liquidity tapering in 2022-23. Economic impact of "second wave" was muchsmaller than that during the full lockdown phase in 2020-21 though health impact was moresevere. Government of

India's unique response comprised of safety-nets to cushion the impact on vulnerablesections of society and the business sector significant increase in capital expenditureto spur growth and supply side reforms for a sustained long-term expansion.

27. STAINLESS STEEL PIPES INDUSTRY - OUTLOOK AND OPPORTUNITIES

Steel demand is expected to be strong due to recovery in manufacturing businessesaround the world and global fiscal stimulus supporting infrastructure projects. Theoutlook for 2022 is expected to be positive because of the unprecedented fiscal stimulusprovided by the governments across Europe the US Japan Korea Russia and China. Thesestimulus packages are expected to spur growth in these nation's respective infrastructuresectors boosting steel demand. China is expected to grow by 5% in 2021 with continuationof healthy demand conditions especially in the first half of 2021. Steel demand in keyemerging economies (like India Turkey) and Europe is expected to witness double digitrecovery while Asia and Middle-East are likely to grow by 5%.

While it is expected that steel prices will consolidate closer to historical levelsprices are likely to remain high supported by (i) strong iron ore prices (ii) rebound incoking coal prices (iii) positive impact from stimulus plans and (iv) improved businessconfidence from the roll-out of vaccines. Strong rebound of demand in 2021 in addition tosupply-side reforms in China could lead to higher steel prices globally.

Political and geopolitical developments such as a reduction in government stimulusprogrammes policies to cut emissions and trade wars could increase pressure on the steelsector.

? Government has announced an investment of over 1 trillion in infrastructure over thenext 5 years. This would be a key growth driver not only for steel industry but will alsobe a multiplier of growth across the sectors boosting steel demand from sectors such astransportation real estate and infrastructure.

? Emergence of new trends after COVID-19 such as work from home preference to physicaldistancing would create additional demand for furniture personal mobility etc. Inaddition the rise in e-commerce activity will support the growth of warehousing and lightcommercial vehicles.

However the downside to these opportunities are as follows:

? Resurgence of infections leading to fresh lockdowns both localized as well asregional/national level resulting in disruption in economic activity.

? Heavy dependence of agriculture sector on monsoon. In last 2 years a normal monsoonhas supported the growth in agriculture sector. TNT is one of the most trustedStainless-Steel Pipes and Tubes Manufacturing Company in South India since 1979. TNT wasestablished with a vision to manufacture and to provide Stainless Steel Tubular Pipes tothe Industry. The Promoters of the Company with an ample experience and expertise sensedthe Board in the fast-emerging field and invested in the best available human resourcestechnology infrastructure. TNT offers a wide spectrum of Stainless-Steel Pipes and Tubesfor use in a diverse range of industry including Oil Gas Power Fertilizer and HeatExchangers Paper and pulp water treatment diary sugar and food processing with itsmodel production and quality assurance facilities. TNT provides its customers witheffective reliable and qualitatively superior products which enjoy lasting reputation andensures total satisfaction of its customers. The critical challenges before your Companywould include the following:

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

? To further streamline channel management and strengthen marketing activities in amanner that leverages the Company's brand equity.

? To continue promotion and facilitation of cashless transactions in the retail networkwith a view to ensure uninterrupted retail offtakes.

To develop the means to foresee changes in the value chain and the agility needed tokeep strict control on the costs of fuel and raw materials amid volatile global prices.

28. G.I. PIPES & TUBES PERFORMANCE

PARTICULARS 2021-22 2020-21
Production Metric Tonnes 9981.640 8973.570
Sales volume Metric Tonnes 10250.054 8989.462
Net Sale Value - (Rs. in lakhs) 7735.44 5197.99

 

Operating EBITDA - (Rs. in lakhs) 124.92 47.79
Operating EBITDA margin 1.61% 0.92%

Costs Pipes & Tubes Business

During the year 2021-22 the Company maintained a close focus on effective costmanagement through various initiatives.

a) Cost of Materials consumed

Cost of materials consumed was Rs. 7 122.03 Lakhs in 2021-22 as against 4562.48 Lakhsduring the year 2020-21.

The Company's Sustainable Development programme continues to be comprehensive androbust.

b) Power & Fuel

The Power & Fuel spent in 2021-22 was Rs. 97.39 Lakhs as compared to Rs.86.88Lakhs spent in 2020-21. The Company continues to focus on reducing the overall cost offuel as well as shifting its dependence on linkage by optimizing the fuel mix to enhancethe use of alternative fuels.

b) Freight & Forwarding expenses

Freight and forwarding expenses during the year is Rs. 29.56 Lakhs as compared to Rs.25.07 Lakhs in 2020-21.

c) Employee costs

Overall employee costs increased by 0.01% in 2021-22.

d) Other Expenditure

Other expenditure constitutes Rs. 133.79 Lakhs of total expenditure of the company ascompared to Rs. 165.87 Lakhs in the previous year.

29. SUSTAINABLE DEVELOPMENT

CO2 Emissions:

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

Green Energy

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

Water Performance:

Performance and to achieve a water positive status the Company has focused its effortson two approaches: i) Reduction of fresh water intake by lowering water demand in processand non- process areas and waste water recycling after treatment. Water metering andmonitoring systems were installed.

ii) Conservation of water by rain water harvesting in plants and sustained waterharvesting measures undertaken over the years has helped our Plant become self- reliantwithout being dependent on natural water sources like rivers and bores wells. These twoapproaches have helped your Company reduce its specific water consumption.

Biodiversity

Your Company is committed to the conservation of biodiversity. Efforts on biodiversityconservation 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 oftrees at our Plant.

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

H&S business processes and information systems across the Company were furtherstrengthened with the proposed launch of an online H&S application called

"Click2Safety". This application helps streamline reporting in a manner thatgives access to all employees is standardized is faster and enriches the H & SDatabase.

31. LOGISTICS SAFETY

Logistics safety is one of the major focus areas for your Company. Ongoing initiativesundertaken in this regard included provisions of various plant and parking levelprotocols creation of certain hygiene factors for truck drivers and their crew such asamenities at truck parking yards improving tarpaulin tying practices improving PersonalProtective Equipment usage renewal of logistics contracts to include safety

parameters and issue of "passports" for drivers as well as vehicles whichare informal internal databases that provide details of individual identity registrationroadworthiness and safety preparedness.

32. HUMAN RESOURCES

The Company adopted a functional organization structure which is intended to enable theorganization to be more collaborative agile and streamlined in implementing strategyharnessing internal functional expertise to the fullest and in enhancing stakeholdervalue.

Employee Relations

The HR policy is intended as a part of the Company's continuous efforts to offer one ofthe "Best Places to Work" in the Pipe Industry. This policy was designed toattract new talent and motivate existing employees to contribute to their peak performancelevels. The Company's HR function is recognized in the sector for its engagement andleadership development processes in nurturing talent necessary to keep the

Organization's talent pool future ready. The Company continued with efforts to ensurethat its pool of human resources is "future ready" through its robust processesof learning & development capability building and its development programme for shopfloor associates. Efforts continued to be taken to develop leadership lines as well as toenhance technical and functional capabilities with special focus on nurturing youngtalent in order to meet future challenges.

India Manufacturing Transformation (IMT)

The IMT Program aims to make the work-culture in the core areas of production andmaintenance in the Steel Pipe Plant more contemporary. This envisages a lean manufacturingorganization design with multitasking standardization and simplification of manufacturingprocesses improved productivity standards introduction of a centralized maintenancedesign with better planning and benchmarking with the best-in-class. These initiativeswill enable the Steel Pipe Plant operate more efficiently in a competitive environment andrender them compatible with National manufacturing standards.

Industrial Relations

Employee Relations at all the Units remained cordial. This has helped to build ahealthy relationship and resolve issues through mutual dialogue.

Prevention of Sexual Harassment of Women at Workplace

The Company has policy on prevention of sexual harassment at workplace in line with therequirement of the Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. An Internal Complaints Committee (ICC) to redress complaintsreceived regarding sexual harassment has been constituted in compliance with therequirements of the said Act. The company has constituted "Visakha" Committeeconsisting of following Members:

1. Mrs Latha Venkatesh (External Member)

2. Mrs Renuka Ramesh (External Member)

3. Mrs Jythi Satish (External Member)

4. Mrs G Chitra (Internal Member - C.F.O. TNT)

The policy extends to all employees (permanent contractual temporary and trainees).Employees at all levels are being sensitized about the new Policy and the remediesavailable thereunder. During the year the Company has not received any complaint onsexual harassment and there are no complaints pending. Awareness programme were conductedacross the Company to sensitize the employees

Page 50 to uphold the dignity of their colleagues at workplace particularly withrespect to prevention of sexual harassment.

33. BUSINESS RISKS & OPPORTUNITIES

The Business Risk Management Committee chaired by an Independent Director isfunctioning as required under SEBI Regulations. The committee discussed about the physicalrisk and marketing risk. Details of this Committee its terms of reference and functioningare set out in theCorporate Governance Report. The Company has implemented a Business RiskManagement Policy which lays down the framework to identify business risks at bothcorporate level and at Business Segment level.

The Company's approach to addressing business risks is comprehensive and enables timelyanticipation of risks and identification of opportunities enabling appropriate responsesthereby enhancing the Company's competitive advantage. Separate approaches are defined foreach of the main business segments of Steel Pipes and forms an integral part of thecompany's Mid Term Planning cycle.

The Company is faced with various risks at an operational level which very often havethe potential to offer business opportunities. Some of the main risks are discussedherein:

Proactive Safety Culture

Your company has identified Health & Safety of employees and workmen as one of itskey focus areas. These include possibilities in the areas of the availability and souringof Raw Materials Energy Efficiency and Conservation Logistics and productiondevelopment and market segmentation based on research imbibing best practices inmanufacturing and other areas leading productivity improvement. Safety on National roadsis largely dependent on various factors such as the overall condition and maintenance ofroads vehicle road-worthiness and general observance of road traffic laws. As part of itsLogistics Safety function and Indian Road Safety Programme the Company has taken severalinitiatives including regular simulator- based driver training vehicle inspection forroad-worthiness and the use of Global Positioning Systems (GPS) to monitor outboundmovement of Steel Pipes to the end user.

Opportunities

Your Company also regularly examines potential opportunities created from situationsinvolving business risks.

34. DECLARATIONS/AFFIRMATIONS

During the year under review:

- there were no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate viz. 31st March 2022 and the date of this Report;&

- there were no significant material orders passed by the regulators or courts ortribunals impacting the Company's going concern status and its operations in future.

35. ACKNOWLEDGEMENTS

The Directors thank all Customers Vendors Financial Institutions Banks StateGovernments and Investors for their continued support to your Company's performance andgrowth. The Directors also wish to place on record their appreciation of the contributionmade by all the employees of the Company resulting in the good performance during the yearunder review.

36. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis isdescribing Company's objective expectations and forward-looking within the meaning ofapplicable Securities Laws and Regulations. Actual results may differ materially fromthose expressed in the statement. Important factors that could influence the Company'soperations with regard to demand and supply conditions affecting selling prices offinished goods input availability and prices changes in Government Regulations TaxLaws Economic Developments and other factors such as litigation and industrial relations.For and on behalf of the Board

Sd/- Sd/-
M.T. ELUMALAI BIVASHWA DAS
DIN : 01278399 DIN : 07352655
Place: Chennai
Date: 13.08.2022

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