The Directors have pleasure in presenting herewith the THIRTY NINTH ANNUAL REPORT and the Audited Accounts of the Company for the year ended 31st March, 2014.

The financial figures are summarized below:

FINANCIAL RESULTS:

                                               2013-14         2012-13
Particulars                              (Rs. in Lacs)   (Rs. in Lacs)

Sales and other Income                         3282.41         3275.22

Profit/(Loss)beforeDepreciation                  81.00           71.36

Depreciation                                     46.16           45.61

Profit/(Loss)before Tax                          34.84           25.75

Current Tax                                       9.29            0.00

Add: Differed Tax Liabilities/(Assets)            3.38            0.82

Less: Income Tax of earlier years written off     0.74            0.00

Profit/(Loss) after Tax                          28.19           26.57

FINANCIAL PERFORMANCE:

The company has achieved the sales and other income of Rs. 3282.41 lacs as against Rs. 3275.22 lacs reported last year. The Profit before tax is Rs. 34.84 lacs as compared to Rs. 25.75 lacs in 2012-13. The Profit after tax stood at Rs. 28.19 lacs during the year in comparison to 26.57 lacs during the previous year.

OPERATIONS AND ACTIVITIES:

Your Company is primarily engaged in the manufacturing of Black Steel Tubes, G.I. Steel Tubes, Steel Tubular Poles and PVC Pipes at its unit located at Bindki, District Fatehpur, Uttar Pradesh. Constant efforts are being made to derive maximum output.

DIVIDEND:

In view of the meager profits of the company, the Board does not recommend any dividend for the financial year 2013-2014.

COMPULSORY DEMATERIALIZATION OF SHARES:

As you are aware that the suspension in trading in securities of the company at Bombay Stock Exchange (BSE) has been revoked w.e.f. 13th August 2012 and the Company has entered in to tripartite agreement with both the Depositories i.e. NSDL and CDSL and obtained ISIN number for dematerialization of the securities of the Company.

However, in order to facilitate trading of shares of the Company through Stock Exchange(s) and shifting of trading from Trade to Trade Settlement Basis to Rolling Settlement Basis, at least fifty percent of the non-promoter shareholding of the Company needs to be in electronic form. The

Company is making constant efforts on its part to communicate with the shareholders in this regard. Shareholders are requested to get their shares dematerialized at the earliest in order to ensure trading through Stock Exchange(s).

DIRECTORS:

Shri Vinay Kumar Jain, Whole Time Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment as such, liable to retire by rotation. During the year under review no changes took place in the Board of Directors which is duly constituted in accordance with the provisions of the Companies Act and the Listing Agreement.

INDEPENDENT DIRECTORS:

Pursuant to Section 149 of the Companies Act, 2013, read with the Rules made thereunder, the Independent Directors shall hold office for a period of up to 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of up to 5 years each. ln terms of revised clause 49 of the listing agreement which will be applicable from 01st 0ctober, 2014, in case the lndependent Director has already served for 5 or more years, he can be appointed for only one term of 5 years. Presently, Shri Satya Narain Dubey, Shri Satish Kumar Garg, Shri Sanjay Kumar Agarwal and Shri Shyam Babu Gupta, are the Independent Directors of the Company. As per their existing terms of appointment, all of them are liable to retire by rotation. However, under the new Act and Clause 49 of listing agreement, they may be appointed afresh with a fixed period of up to 5 years.

AUDITOR'S:

M/s C.L. Kanodia & Co. Chartered Accountants, (Firm Registration No. 001002C) Statutory Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting of the company. They have been Statutory Auditors of the Company for more than 10 years. As per the provisions of Section 139, read with Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013 they can be reappointed as Statutory Auditors of the Company for a further period of maximum 3 years. Therefore, the Board has recommended that M/s C.L. Kanodia & Co. Chartered Accountants, may be appointed as Statutory Auditors of the Company for a period of three consecutive years from the conclusion of the Thirty Ninth Annual General Meeting up to the conclusion of the Forty Second Annual General Meeting of the Company, subject to ratification by the share-holder sat every Annual General Meeting at a remuneration that may be decided by the shareholders of the Company.

AUDITOR'S REPORT:

The observations in the Auditors Report are self-explanatory and do not call for any further explanation.

COST AUDIT:

The Central Government vide its Order No. 52/86 CAB-1991 dated 16th April, 1991 has directed the company to carry out audit of the Cost Accounts maintained by the company in respect of Steel Tubes and Pipes. Your Board has appointed Shri Arun Kumar Srivastava, Cost Accountant in Practice, to carry out the cost audit for this purpose.

CORPORATE GOVERNANCE:

A separate statement on Corporate Governance is enclosed as a part of the Director's Report along with the Certificate for Compliance as Annexure l and the Management Discussion and Analysis as Annexure ll to this Report.

PARTICULARS OF EMPLOYEES:

There was no employee during the year in respect of whom provisions of Section 217 (2-A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time were applicable.

INDUSTRIAL RELATIONS:

Your Directors take pleasure in reporting that the industrial relations remained cordial with all the stakeholders and would like to appreciate the co-operation extended by the Officers, Staff and Workers of the Company in sharing the burden of work in the adverse circumstances.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

Particulars with respect to conservation of energy, Technology absorption and Foreign exchange earnings and outgo, as required under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules,1988 are set out in Annexure lll and form part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:-

i) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 31st March, 2014, and the Profit of the Company for the year ended on that date;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud & other irregularities.

iv) that the Directors have prepared the annual accounts on a going concern basis.

LISTING AGREEMENT:

Company's Shares continue to remain listed/quoted at the following Stock Exchanges:

1. The U.P. Stock Exchange Association Limited, Padam Tower 14/113, Civil Lines, Kanpur.

2. Bombay Stock Exchange Limited, 25th Floor, Phiroze Jeejeebhoy Tower, Dalai Street, Mumbai.

3. The Delhi Stock Exchange Association Limited, DSE House, 3/1 Asaf Ali Road, New Delhi.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Banks, Financial Institutions, and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the company's success. The Directors look forward to their continued support in future.

                                                 By Order of the Board
                                             For PREMIER PIPES LIMITED

Kanpur                      (Ajay Kumar Jain)       (Vinay Kumar Jain)
13.08.2014                (Managing Director)    (Whole Time Director)
                             (DIN : 00493685)         (DIN : 00580112)