The Members,
 
 The Directors are pleased to present the 26th Annual Report and
 Audited Statement of Accounts of the Company for the year ended 31st
 March, 2011.
 
 I.  FINANCIAL RESULTS
 
                                      Current Year    Previous Period
                                             Ended              Ended
 Particulars                      31st March, 2011  31 st March, 2010
                                       (12 Months)        (15 Months)
                                     Rs. in crores      Rs. in crores
 
 Gross Sales & Income from Operations     4,345.26           6,974.81
 
 Profit before Interest and Depreciation    861.19           1,283.36 
 
 Less:
 
 -Interest                                  119.07             184.18
 
 -Deprecation                               136.66             131.27
 
 Profit before tax                          605.46             967.91
 
 Provision for Income Tax and Wealth Tax    141.39             244.74
 
 Net Profit After tax                       464.07             723.17
 
 Debenture Redemption Reserve Written 
 Back                                            -              18.75
 
 Previous Period Adjustments                 (2.51)              7.18
 
 Foreign Exchange Translation Difference      0.01               0.07
 
 Surplus brought forward on amalgamation         -               3.49
 
 Add: Balance brought forward from 
 Previous Period                            219.12             218.17
 
 Total amount available for appropriation   680.69             970.83 
 
 Less:
 
 Appropriations:
 
 (a) Transfer to General Reserve            400.00             700.00
 
 (b) Interim dividend on Preference 
 shares pad                                   3.57               9.44
 
 (c) Corporate Tax on above                   0.59               1.61
 
 (d) Proposed dividend on Preference Shares      -               0.34
 
 (e) Proposed dividend on Equity Shares      27.62              34.53
 
 (f) Corporate Tax on dividend                4.49               5.79
 
 (g) Capital Redemption Reserve             100.00                  -
 
 Balance earned to Balance Sheet            144.42             219.12
 
 2.  REVIEW OF OPERATIONS
 
 Review of operations of the Company;
 
 The accounting year 20 10-11 ended as on March 31, 2011 reflects the
 operations of 12 months period as against 15 months during the previous
 period which ended as on March 31, 2010.
 
 The slowdown in the pipe demand, increase in competition and higher
 input prices affected the operations of the Company during the year
 under review. The Company witnessed lower volumes of production and
 sales which led to lower turnover and profits after tax. However, the
 Company was able to maintain the operating profits per metric ton, to a
 large extent.
 
 The turnover of Rs 4,345.26 crores during 2010-11 was lower by approx.
 22% as against 2009-10, on pro-rata basis.  Similarly the profit
 after tax was also lower by almost 20%
 
 on prorata basis. The profit after tax was at 10.68 % dunng 20 10-11
 as against 10.37% in 2009-10.
 
 New Projects / Note on working and review of subsidiaries including JV
 and Associate Companies;
 
 Your company is in the process of executing projects in India and
 overseas. In India, the Ductile Iron Pipe facility with 200,000 MTPA
 capacities should be ready for operations towards the end of Financial
 Year 2011-12.
 
 During the year your Company executed Mine Lease Agreement with the
 Government of Rajasthan for iron ore mines in Bhilwara Distt. The
 Company has initiated steps to commercially exploit the Iron Ore Mines
 as per the policy prevalent in this regard Your Company is executing a
 Ductile Iron Pipe facility in United Arab Emirates. The facility is
 expected to commence operations in the year 20 12 in phased manner.
 
 jindal ITF Limited
 
 In 2008, your Company set up 100% subsidiary, jindal ITFQITF) Limited,
 which operates in four broad segments, Water Infrastructure, Urban
 Solid Waste Management, Coastal Shipping and Fabrication of Railway
 wagons. All the businesses are in growing/ implementation stage and
 will take some time to scale up. JITF has also signed a Tripartite
 Agreement for transportation of coal from east coast of India to NTPC''s
 2100 MW power plant located at Farakka, District Murshidabad, West
 Bengal through inland waterways.
 
 JITF Water Infrastructure Limited (JWIL) provides infrastructure for
 solid waste and potable water, targeting EPC, BOOT
 (Build-Own-Operate-Transfer) and OEM projects.  JWIL is implementing
 one of the most prestigious projects in water sector for Naya Raipur
 development authority on BOT basis.
 
 JITF Waterways Infrastructure Limited (JWWL)was incorporated to carry
 business activities in the coastal shipping as well as in the inland
 waterways sector. Currently jWWL owns seven cargo ships and one barge
 with a total capacity of Approx. 45000 DWT.
 
 JITF Urban Infrastructure Limited (|UIL) provides infrastructure for
 solid waste management. JUIL is implementing a municipal solid
 waste-to-power project in Delhi, which is planned to commence
 operations in 2012. This is the first project of this nature and
 magnitude in India. The project also fetches good quantity of
 Certificated Emission Reduction. Apart from Delhi waste to power
 project, Company is awarded 3 solid waste management projects in
 Punjab.
 
 jindal ITF received Frost and Sullivan award for Waste to Energy Deal
 of the Year for the Year 2010 in the Municipal Waste to Energy Segment
 in lieu of the Delhi project.
 
 jindal Rail Infrastructure Limited OWL) is currently setting up a wagon
 manufacturing facility at Karjan in Gujarat, with an installed capacity
 of 3000 Wagon. The project is under advance stage of completion and
 will commence operations in financial year 20 12.
 
 Other Subsidiaries/joint ventures/Affiliates
 
 IUP jindal Metal SAIIOYS Limited, (IUPJindal) manufactures stainless
 steel and nickel alloy precision foils at iUP-Jindal.
 
 Your company has few subsidiaries and affiliates which are in the
 nature of special purpose vehicles. In subsequent periods, your Company
 may have operations / marketing activities through these vehicles.
 
 3.  DIVIDEND
 
 The Board has, subject to the approval of Members at the ensuring
 annual general meeting, recommended a dividend of Rupee I/- per equity
 share of Rs. 21- for the year ended 3 1st March, 2011.
 
 The Board''s recommendation for a stable and steady dividend is linked
 to Company''s long term requirements of funds for meeting the working
 capital needs, capital expenditures for its growth plans &
 modernization and to finance such plans by retaining back the profits.
 
 Together with the corporate tax on dividend, the total outflow on
 account of equity dividend is Rs. 32.11 crores.
 
 4.  REDEMPTION OF FCCB/ PREFERENCE SHARE CAPITAL
 
 Foreign Currency Convertible Bond (FCCB) holders holding Bonds for
 aggregate amount of JPY 5896800000 had an option to convert the same
 upto 24.06.2011 into equity shares of Rs. 21- each at conversion price
 of Rs.135/- per equity share with a fixed rate of exchange on
 conversion of JPY 2.533=Re. 1.00 (after adjustment as perterms &
 conditions of issue of Bonds). Since the option to convert the Bonds
 was not exercised, these Bonds have since been redeemed fully on June
 29, 2011. Presently, there are no outstanding options on un-issued
 share capital.
 
 Preference Shares aggregating upto Rs. 100 crores have been redeemed
 during the year.
 
 5.  DEMERGER OF INVESTMENT DIVISION
 
 The confirmation petition to sanction the Scheme of Arrangement and
 Demerger proposing to demerge Investment Undertaking of the Company
 w.e.f 1st January, 2011 (Appointed Date) to Hexa Tradex Ltd. is
 pending before Hon''ble High Court of Judicature at Allahabad.
 
 6.  MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE
 
 A separate report on Management Discussion and Analysis is enclosed as
 a part of the Annual Report.
 
 Another report provides information / status on the Corporate
 Governance.
 
 7.  DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under section 217(2AA) of the Companies
 Act, 1956 with respect to Directors'' Responsibility Statement, it is
 hereby confirmed by the Board of Directors:
 
 a.  that in the preparation of the annual accounts for the financial
 year ended 31st March, 2011, the applicable accounting standards had
 been followed along with proper explanation relating to material
 departures;
 
 b.  that the Directors had selected such accounting policies and
 applied them consistently and made judgments and estimates that were
 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 or loss of the Company for the year under review;
 
 c.  that the Directors had taken proper and sufficient care 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;
 
 d.  that the Directors had prepared the accounts for the financial year
 ended 31 st March, 2011 on a ''going concern'' basis.
 
 8.  DIRECTORS
 
 Shri P. R. jindal and Shri Devi Dayal retire by rotation and.  being
 eligible, offer themselves for re-appointment.
 
 Ms. Sminu jindal has been re-appointed as Managing Director for a
 further period of 5 years w.e. fist February, 2011I by the Board of
 Directors subject to approval of the shareholders.
 
 Shri. A. j. A. Tauro, an Independent Director, resigned from of the
 Company w.e.f. 12th May, 2011I due to his ill health and old age. Mr.
 A. j. A. Tauro was also Chairman of Audit Committee and has been
 associated with the Company since 1996. The Board places on record its
 appreciation for the guidance and support given by him to the Company
 during his tenure as a Director of the Company.
 
 The Board of Directors has appointed Shri Ravinder Nath Leekha as an
 additional director in their meeting held on 12th August, 2011. As per
 the provisions of section 260 of the Companies Act, 1956 he holds
 office upto the conclusion of ensuring annual general meeting. The
 Company has received a notice under section 257 of the Companies Act,
 1956 from a shareholder proposing his candidature to the office of
 Director of the Company.
 
 9.  AUDITORS &THEIR REPORT
 
 M/s N. C Aggarwal & Co., Chartered Accountants, Auditors of the Company
 retire at the ensuing Annual General Meeting, and, being eligible,
 offer themselves for re-appointment.
 
 Auditors'' remarks in their report read with the notes to accounts
 referred to by them are self-explanatory.
 
 10.  COST AUDIT
 
 Pursuant to Section 233 B of the Companies Act, 1956, the Board,
 subject to the approval of Central Government, has appointed M/s. R j.
 Goel & Co., Cost Accountants in place of Mr. S. N. Balasubramanian,
 Cost Accountant, to audit the Cost Accounts relating to manufacture of
 steel tubes and pipes for the year ended 31st March, 2011.
 
 The Board, subject to the approval of Central Government.  has also
 appointed M/s. R j. Goel & Co., Cost Accountants to audit the Cost
 Accounts relating to manufacture of steel tubes and pipes for the year
 ending 3 1st March, 20 12.
 
 11.  PUBLIC DEPOSITS
 
 The Company had repaid the deposits matured during the year except
 unclaimed deposits aggregating Rs. 1. 17 crore at the end of the year.
 
 12.  PARTICULARS REGARDING CONSERVATION OF ENERGY, ETC.
 
 Information in accordance with the provision of Section 217(1)(e) of
 Companies Act, 1956 read with the Companies (Disclosure of Particulars
 in the Report of Board of Directors) Rules, 1988 regarding conservation
 of energy, technology absorption and foreign exchange earnings and
 outgo are given in the statement annexed hereto.
 
 13.  SUBSIDIARY COMPANIES
 
 The prescribed particulars relating to subsidiaries are being provided
 in this Annual Report. However, pursuant to circular No. 2/2011 dated
 8th February, 2011 issued by the Ministry of Corporate Affairs the
 Balance Sheet and Profit & Loss Accounts of the subsidiaries are not
 attached herewith.  However, members, if they desire, may write to the
 Company Secretary at jindal Centre, 12, Bhikaiji Cama Place.  New Delhi
 -110 066 to obtain the copy of the Annual Reports of any of the
 subsidiary companies.
 
 14.  PERSONNEL
 
 The industrial relations remained cordial throughout the year.  As
 required by the provision of Section 217 (2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975, as
 amended, the names and other particulars of the employees are set out
 in Annexure to this Report. However, as per the provisions of Section
 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts
 are being sent to all members of the Company excluding the aforesaid
 information. Any member interested in obtaining such particulars may
 write to the Company Secretary at jindal Centre, 12, Bhikaiji Cama
 Place, New Delhi -110 066.
 
 15.  ACKNOWLEDGEMENT
 
 Your Directors express their grateful appreciation to concerned
 Departments of Central / State Governments, Financial Institutions &
 Bankers, Customers and Vendors for their continued assistance and
 co-operation. The Directors also wish to place on record their deep
 sense of appreciation for the committed services of the employees at
 all levels. We are also grateful for the confidence and faith that you
 have reposed in the Company as its member.
 
                                       For and on behalf of the Board
 
                                   SMINU JINDAL        H.S. CHAUDHARY
 
                                Managing Director    Whole time Director
 
 Place : New Delhi
 
 Date  : 12th August, 201