THE MEMBERS,
 
 The Directors are pleased to present to you the Annual Report on the
 business operations of the Company together with the Audited Statement
 of Accounts for the Financial Year ended 31st March, 2011.
 
                                                    (Rs in Lacs)
 
 FINANCIAL RESULTS
 
                                        Year Ended         Year Ended
                                         31-3-2011          31-3-2010
 
 Income from Operations                   64595.66           67564.54
 
 Profit Before Interest, 
 Depreciation & Tax (PBIDTA)               6719.36            7623.45
 
 Less: Interest                1744.23               1891.21
 
 Depreciation                   739.62                671.70
 
                                           2483.85            2562.91
 
 Profit Before Tax                         4235.51            5060.54
 
 Less: Provision for 
 Taxation                                  1438.56            1798.00
 
 Profit Before Earlier 
 Years’ Tax                                2796.95            3262.54
 
 Add/(Less): Earlier 
 Years’ Tax                                      -            (405.24)
 
 Net Profit After Tax                      2796.95            2857.30
 
 Add: Transfer from 
 General Reserve No.II                           -             397.89
 
 Transfer from Debenture 
 Redemption Reserve                         500.00                  -
 
 Balance Brought Forward 
 from last year                            8790.28            7301.90
 
 Surplus available for 
 Appropriation                            12087.23           10557.09
 
 Less: Proposed Dividend        484.47                484.47
 
 Tax on Dividend                 78.59                 82.34
 
 General Reserve No.I          1000.00                700.00
 
 Debenture Redemption 
 Reserve                             -                500.00
 
 1563.06 1766.81
 
 Surplus Carried to 
 Balance Sheet                            10524.17            8790.28
 
 
 PERFORMANCE REVIEW :
 
 Your Company’s operations of its various projects under execution
 continued to be profitable, with continued efforts to reduce costs and
 improve yield as also bettering the productivity levels.
 
 During the year under review, the income from operations is lower by
 4.39% to Rs. 64,595.66 Lacs as compared to Rs. 67,564.54 Lacs of the
 previous year. The profit after tax for the year is Rs. 2,796.95 Lacs
 as compared to Rs. 2,857.30 Lacs of the previous year.
 
 DIVIDEND :
 
 Your Directors are pleased to recommend a dividend of Rs. 2/- per share
 of Rs. 2/- each (100%) as against Rs. 10/- per share of Rs. 10/- each
 (100%) for the previous year; payable to those equity shareholders
 whose names stand registered in the books of your Company as on the
 book closure date.
 
 The total equity dividend together with the dividend tax will absorb
 Rs. 563.06 Lacs.
 
 FINANCE :
 
 During the year under review, liquidity position of your company was
 maintained satisfactorily and optimum utilisation of financial
 resources was achieved. Due to slower realization from the project
 authorities, overall borrowings increased. Despite the management
 resorting to cheaper sources of finance, interest rates during the
 second half of the year hardened
 on account of fiscal policy declared by RBI from time to time. Inspite
 of additional borrowings and firming up of the interest rates in later
 part of the financial year, due to optimum utilisation of working
 capital, interest on working capital had gone up marginally. However,
 due to increase in interest received during the year and interest
 provision on income tax, which was done in previous year, total
 interest expenses of the year shows savings as compared to previous
 year. The Company has redeemed the privately placed Secured Redeemable
 Non-Covertible Debentures of Rs. 20 crores having a tenure of 360 days
 which were issued to LIC Mutual Fund.
 
 The company has been prompt in meeting the obligations towards its
 bankers and other trade creditors.
 
 INCOME TAX ASSESSMENT :
 
 The income tax assessment of your Company has been completed till
 assessment year 2008-09. The Company’s appeals against the assessment
 orders for various financial years are pending with the Appellate
 Authorities.  The amount of disallowance involved in the various
 appeals is Rs. 5,011.47 Lacs on which necessary provision has been made
 in accounts. The major dispute is with regard to the claim made under
 Section 80IA of the Income Tax Act, 1961 in respect of execution of
 eligible infrastructure project of water, sewerage and irrigation.
 
 Further, the Company’s appeal for assessment year 2003-04, has been
 decided by the Income Tax Appellate Tribunal in its favour, but the
 Income Tax Department has filed appeal in the Honourable Bombay High
 Court. In view of the retrospective amendment made by Finance Act, 2009
 to Section 80IA of the Income Tax Act, 1961, your Company has made
 necessary provision in accounts, as a matter of abundant caution,
 equivalent to the income tax refund received and interest payable
 thereon.
 
 FACTORIES / PROJECTS:
 
 During the year, the Company has completed the procedural formalities
 for conveying the land in its name at Miraj, Maharashtra on which the
 Company has one of its factory since 1936. The Company has now become
 owner of the land. Further the adjacent land to the Miraj factory was
 also purchased.  The adjoining pieces of land at Chilamathur factory in
 Andhra Pradesh were purchased. The Company is setting up a new factory
 near Dhule, Maharashtra.
 
 The Company has closed down its factory at Hadapsar, Pune w.e.f.1st
 February, 2011. On the closure date there were no employees on the roll
 of the factory. The Hadapsar factory was established in 1959 for
 manufacturing and supplying Penstock pipes required for hydro projects.
 The factory was underutilised for some time for want of orders. After
 exploring various options, the Board has decided to utilise the
 underutilised land by giving development rights to Dosti Realty Ltd.,
 the Developer and finally sell the land to Dosti Realty Ltd. on
 completion of the development and on receipt of full consideration from
 them.
 
 Thus the total number of factories / project establishments of the
 Company as at the end of period under report stand at 25.
 
 DEVELOPMENT OF HADAPSAR LAND
 
 The Company has entered into a Memorandum of Understanding on 29th
 April, 2011 with Dosti Realty Ltd., the Developer for developing the
 Company’s Hadapsar land at Pune admeasuring 48,288 sq. mtrs. Dosti
 Realty Ltd.  will develop the land mainly for residential and / or
 commercial purpose at their cost. On getting all the permissions,
 approvals and sanctions from the concerned authorities in a time bound
 manner the Company will enter into Development Agreement(s) with Dosti
 Realty Ltd. The Company will give full development rights to Dosti
 Realty Ltd. for development of the Hadapsar land and finally sell the
 land to them or to their nominee(s) on completion of development and on
 receipt of full consideration by the Company.
 
 CORPORATE GOVERNANCE:
 
 The Company has implemented procedures and adopted practices in
 conformity with the code of Corporate Governance as provided in the
 amended Clause 49 of the Listing Agreement with the Stock Exchanges.
 The Company has also implemented Code of Conduct for all its Non-
 Executive Directors and for Executive Directors and Senior Management
 Personnel of the Company, who have affirmed compliance thereto. The
 said Codes of Conduct have been posted on the website of the Company.
 The Management Discussion and Analysis Report and Corporate Governance
 Report, appearing elsewhere in this Annual Report forms part of the
 Directors’ Report. A certificate from the Statutory Auditors of the
 Company certifying the compliance of conditions of Corporate Governance
 is also annexed thereto.
 
 PUBLIC DEPOSITS AND LOANS/ADVANCES:
 
 An aggregate amount of Rs. 16.37 Lacs representing 66 fixed deposits
 had matured but remained unpaid / unclaimed as at 31st March, 2011
 pending instructions from the depositors concerned. Since then 10 fixed
 deposits aggregating Rs. 1.67 Lacs have been repaid / renewed.
 
 The Company has no loans / advances and investments in its own shares
 by listed Companies, their subsidiaries, associates etc. as required to
 be disclosed in the annual accounts of the companies pursuant to Clause
 32 of the Listing Agreement.
 
 Further, in conformity with the aforesaid Clause, the cash flow
 statement for the year ended 31st March, 2011 is annexed hereto.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO :
 
 Information pursuant to Section 217(1)(e) of the Companies Act, 1956
 read with the Companies (Disclosure of Particulars in the Report of
 Board of Directors) Rules, 1988 relating to foregoing matters, wherever
 applicable, is given by way of an Annexure and forms part of this
 report.
 
 [a] Conservation of Energy :
 
 Effective control measures/systems to conserve energy are already in
 force at Company’s establishments. Consciousness of energy conservation
 is also cultivated among the employees to optimise the use of
 Electricity / Fuel etc.
 
 [b] Technology absorption, Adaptation and Innovation:
 
 The required information in the prescribed form under the Companies
 Act, 1956 in respect of technology absorption is given in the Annexure
 forming part of this report.
 
 [c] Foreign Exchange Earnings and Outgo :
 
 The required information in respect of foreign exchange earnings and
 outgo has been given in the Notes forming part of the Accounts for the
 Financial Year ended 31st March, 2011.
 
 DIRECTORS:
 
 In accordance with the provisions of the Companies Act, 1956 and
 Article 152 of the Articles of Association of the Company, Mr.
 Rameshwar D. Sarda and Ms. Anima B. Kapadia Directors of the Company,
 retire by rotation and being eligible, offer themselves for
 re-appointment.
 
 Mr. P. D. Kelkar is appointed as an Additional Director of the Company
 by the Board of Directors w.e.f. 24th May, 2011. In terms of the
 Companies Act, 1956 he holds office only upto the date of the ensuing
 Annual General Meeting of the Company. A notice in writing under
 Section 257 of the Companies Act, 1956 has been received from a Member
 signifying his intention to propose Mr. P. D. Kelkar as Director of the
 Company at the ensuing Annual General Meeting.
 
 DIRECTORS’ RESPONSIBILITY STATEMENT:
 
 As required under Section 217(2AA) of the Companies Act, 1956 the Board
 of Directors hereby confirm that:
 
 1.  in the preparation of the Annual Accounts for the financial year
 ended 31st March, 2011, the applicable Accounting Standards have been
 followed along with proper explanation relating to material departures;
 
 2.  appropriate accounting policies have been selected 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 as at 31st March, 2011 and of the profit of the Company for
 the year ended on that date;
 
 3.  proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities; and
 
 4.  the Annual Accounts for the financial year ended 31st March, 2011
 have been prepared on a going concern basis.
 
 PARTICULARS OF EMPLOYEES :
 
 Information as per Section 217(2A) of the Companies Act, 1956 read with
 the Companies (Particulars of Employees) Rules, 1975 forms part of this
 Report. However, as per provisions of Section 219(1)(b)(iv) of the
 Companies Act, 1956 the Report and Accounts are being sent to the
 Shareholders excluding the aforesaid information. Any Shareholder
 interested in obtaining such particulars may write to the Company
 Secretary at the Registered Office of the Company.
 
 AUDITORS :
 
 M/s. K. S. Aiyar & Co., Chartered Accountants retire as auditors of the
 Company and have given their consent for re-appointment.
 
 As required under Section 224 (1B) of the Companies Act. 1956, the
 Company has obtained a written certificate from M/s. K. S. Aiyar & Co.
 Statutory Auditors proposed to be re-appointed to the effect that their
 re-appointment, if made, would be in conformity with the limits
 specified in the said section.
 
 You are requested to re-appoint the retiring Statutory Auditors of the
 Company for the financial year 2011-12.
 
 BRANCH AUDITORS :
 
 M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, retires as
 Branch Auditors of the Company and have given their consent for
 re-appointment.
 
 You are requested to re-appoint M/s. Brahmayya & Co., Chartered
 Accountants as Branch Auditors u/s 228 of the Companies Act, 1956, to
 carry out Branch Audit, Limited Review and Tax Audit of the Company’s
 Factories, Projects and Project Offices in the State of Andhra Pradesh
 for the financial year 2011-12 and also authorise Board of Directors to
 appoint Branch Auditors in other States.
 
 COST AUDITOR :
 
 In terms of the Cost Audit Order the Company has re-appointed Mr. V. V.
 Deodhar, Cost Auditor u/s 233(B) of the Companies Act, 1956 to do the
 Cost Audit in respect of one of the Company’s products, viz. Steel
 Pipes for the financial year 2011-12, subject to the approval of the
 Central Government.
 
 As required under the provision of Section 224 (1B) of the Companies
 Act, 1956, the Company has obtained a written certificate from the Cost
 Auditor to the effect that the appointment, if made, would be in
 conformity with the limits specified in the said section.
 
 INDUSTRIAL RELATIONS :
 
 The Company is having total strength of 1,529 employees as on 31st
 March, 2011 working at various locations such as Factories / Projects /
 Head Office and Research & Development Department, Mumbai.
 
 Industrial relations with the workmen at various units of the Company
 were by and large remained peaceful and cordial.
 
 ACKNOWLEDGEMENTS :
 
 Your Directors record their gratitude to the Customers, Bankers,
 Government Departments, Vendors and Works Sub-contractors for their
 continued support and co-operation during the year.
 
 Your Directors also wish to place on record their appreciation of the
 services rendered by the employees of the Company.
 
 Wishing you all good health, wealth and prosperity.
 
                           For and on behalf of the Board of Directors,
 
                                                        Rajas R. Doshi
                                          Chairman & Managing Director
 
 Registered Office:
 Construction House, 2nd floor, 
 5, Walchand Hirachand Road,
 Ballard Estate, Mumbai - 400 001
 
 Date : 24th May, 2011