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

HIGHLIGHTS OF PERFORMANCE

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

                                                 (Rs. In Lacs)

                                CONSOLIDATED            STANDALONE

Particulars    
                               2015       2014      2015        2014

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

Provision for Tax             1557.78   (2183.89)  (1065.18)   2180.59

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

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

Dividend                      (29.33)    (102.65)      -          -

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

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

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

SHARE CAPITAL

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

FINANCE

Cash and cash equivalent as at March 31, 2015 was Rs.5005.64 lacs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

OPERATIONS AND OUTLOOK

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

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

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

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

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

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

DIVIDEND

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

MATERIAL CHANGES AND COMMITMENTS

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

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

Performance of Subsidiaries

Cosmic Global Limited

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

Tulsyan Power Limited

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

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

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

Color Peppers Media Private Limited

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

TG Logistics Private Limited

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

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

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

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

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

DEPOSITS

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

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

(a) Accepted during the year;

Rs.26,16,97,484.00

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

Rs. 14,36,80,320.50

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

(i) At the beginning of the year;

NIL

(ii) Maximum during the year;

NIL

(iii) At the end of the year;

NIL

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

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

RELATED PARTY TRANSACTIONS

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

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto has been disclosed in Form No. AOC 2 as Annexure I in compliance of provisions of Section 134(3)(h) of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

AUDITORS Statutory Auditors

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

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

COST AUDITOR

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

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

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

SECRETARIAL AUDIT

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

EXTRACT OF THE ANNUAL RETURN

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

HUMAN RESOURCES

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

DIRECTORS:

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

A) Changes in Directors and Key Managerial Personnel

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

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

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

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

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

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

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

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

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

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

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

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

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

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

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

C) FORMAL ANNUAL EVALUATION

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

RISK MANAGEMENT POLICY

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

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

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

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

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

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

The areas of risk include:

a. Raw Material Risk

b. Quality Risk

c. Technology Risk

d. Competition Risk

e. Financial Risk including Foreign Exchange Risk

f. Realisation Risk

g. Cost Risk

h. Legal Risk

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

The key risk management process would include

i. Risk Identification

ii. Assessment of identified risk

iii. Risk measurement

iv. Risk mitigation

v. Monitoring of the risk mitigation efforts

vi. Risk reporting and disclosures

vii. Integration with strategy and business plan

ROLE OF AUDIT

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

RESPONSIBILITY TO STAKEHOLDERS

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

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

CONTINUOUS IMPROVEMENT

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual financial statement for the year ended March 31,2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; .

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

INFORMATION TECHNOLOGY

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

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

CONSOLIDATED FINANCIAL STATEMENTS

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

PARTICULARS OF EMPLOYEES

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

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

ACKNOWLEDGEMENT

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

                                  For and on behalf of the Board

                                             Lalit Kumar Tulsyan

                                              Executive Chairman