The Directors have pleasure in presenting the 22nd Annual Report of
 your Company and the Audited Accounts for the fnancial year ended 31st
 March, 2010.
 
 FINANCIAL RESULTS
 
 (Rs. in Lakhs)
 
 Particulars                      For the year        For the year
                                    2009-10            2008-09
 
 Proft before Depreciation          13,736.22         10,614.22
 
 Less: Depreciation                  3,681.53          3,499.41
 
 Proft Before Tax                   10,054.69          7,114.82
 
 Less : Taxation                     3,345.75          2,372.15
 
 Proft after Tax                     6,708.94          4,742.67
 
 Add: Proft brought forward         18,925.80         15,653.28
 
 Total proft available 
 for appropriation                  25,634.74         20,395.95
 
 APPROPRIATIONS:
 Proft & Loss Appropriations            41.69             60.77
 
 Transfer to General Reserve           670.89            474.27
 
 Proposed Dividend                     936.86            799.27
 
 Provision for Taxation – Dividend     159.22            135.84
 
 Balance carried to Balance Sheet   23,826.08            925.80
 
 RESULTS OF OPERATIONS
 
 Net sales and other income for the standalone entity changed to Rs.
 1,524.29 Crores from Rs. 1,882.93 Crores in the previous year – a
 decline of 19.04%. The operating proft (PBDIT) witnessed an increase of
 15.39% from Rs. 151.09 crores in 2008-09 to Rs.174.34 crores in
 2009-10. The proft after tax (PAT) showed a robust growth of 41.45% at
 Rs.67.09 crores from Rs. 47.43 crores in the previous year.
 
 DIVIDEND
 
 For the year under review, the Directors have recommended a dividend of
 35% i.e. Rs.1.75 per share (Face Value Rs. 5) [30% i.e.  Rs.1.50 per
 share for the previous year (Face Value Rs.5)], on the Ordinary
 (Equity) Shares of the Company.
 
 TRANSFER TO RESERVES
 
 Your Company proposes to transfer Rs. 670.89 lakhs to the General
 Reserve.
 
 SUBSIDARIES
 
 As of today, the Company has the following Subsidiaries:- 1.  Man
 Infraprojects Limited. (Incorporated in India)
 
 2.  Man USA Inc. (Incorporated in USA)
 
 3.  Man Overseas Metal DMCC (Incorporated in UAE)
 
 4.  Merino Shelters Private Limited (Incorporated in India). It is the
 subsidiary of Man Infraprojects Limited. So by virtue of Section 4 of
 the Companies Act, 1956 it becomes subsidiary of the Company.
 
 All the Subsidiaries are duly incorporated under the respective
 companies act in the respective country’s jurisdiction.
 
 SAFETY, HEALTH AND ENVIRONMENT
 
 During the year, the Company continued to focus on resource
 conservation and reduction in generation of hazardous wastes and
 enhanced its efforts to positively impact the environment in which it
 operates. All the manufacturing facilities and processes are subject to
 regular inspections and a Safety Audit is carried out meticulously at
 Anjar & Pithampur plants and preventive measures are taken to ensure
 high standards of safety. Your Company has taken adequate insurance
 cover for all its plants as well as for third party liabilities and
 continues to work towards the improvement of our environment, healthy
 and safe management system.
 
 Annual Report 2009 - 2010
 
 HUMAN RESOURCES
 
 In your Company, employees continue to be the key driving force of the
 organization and remain a strong source of our competitive advantage.
 We believe in aligning business priorities with the aspirations of
 employees leading to the development of an empowered and responsive
 human capital.
 
 Attracting, retaining and motivating employees and creating an
 environment that nurtures them to deliver their best have been a
 constant challenge for your Company. Your Company continues to invest
 in training, refning its goal setting and performance evaluation
 processes through which employees can share best practices and seek
 support to drive change and improvement.
 
 RESEARCH & DEVELOPMENT
 
 Your Company is executing an integrated strategy for technology
 development and deployment. The technology function is supporting your
 Company’s strategy around four missions: technology development,
 development of substantially new products, productivity improvement,
 and cost reductions.
 
 FUTURE OUTLOOK
 
 Your Company has current order book position of approx. Rs.2000 crores.
 The company is in the bidding stage for many projects both in
 International and domestic market for supplying pipes worth Rs 5000
 crores.
 
 Your company currently boasts of a total manufacturing capacity of one
 million tons divided equally between HSAW and LSAW.
 
 Securing orders approx. Rs.2000 crores clearly displays the strong
 credentials of the company among its large clientele. Your Company has
 done well in the recent past and we are confdent of charting out a
 strong growth trajectory in the near future too. The Company has also
 participated in several bids globally and expects the growth trend in
 orders to continue in the coming quarters.
 
 LISTING & DEMAT OF SHARES
 
 The equity shares of the Company are listed with Bombay Stock Exchange
 and National Stock Exchange and the GDRs of the Company are listed with
 NASDAQ Dubai.
 
 As on 31st March, 2010, 51,505,974 Equity shares of the Company,
 representing 96.21% of its issued capital, were held in dematerialized
 form and the balance 3.79% representing 20,28,900 shares were held in
 physical form.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 Management’s Discussion and Analysis Report for the year under review,
 as stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchanges in India, is presented in a separate section forming part of
 the Annual Report.
 
 CORPORATE GOVERNANCE
 
 Your Company fully adheres to the standards set out by the Securities
 and Exchange Board of India’s Corporate Governance practices and has
 implemented all of its stipulations. As required by Clause 49 of the
 Listing Agreement of Stock Exchanges, a detailed report on Corporate
 Governance forms part of this Annual Report. The Company’s Statutory
 Auditor’s Certifcate as stipulated under Clause 49 of the Listing
 Agreement is annexed to and forms part of this Annual Report.
 
 FIXED DEPOSITS
 
 Your Company has not accepted any fxed deposits during the year 2009-10
 and there are no outstanding fxed deposits from the public as on 31st
 March, 2010.
 
 INSURANCE
 
 All the insurable interests of your Company including inventories,
 buildings, plant and machinery and liabilities under legislative
 enactments are adequately insured.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Details relating to the conservation of energy and technology
 absorption and foreign exchange earnings and out goings are given in
 separate annexure forming part of this report as required as per
 section 217 (1) (e) of the Companies Act, 1956 read with Companies
 (Disclosure of particulars in the report of the Board of Directors)
 Rules 1988.
 
 PERSONNEL
 
 In terms of the provisions of Section 217(2A) of the Companies Act,
 1956 and the Companies (Particulars of Employees) Rules, 1975, names
 and other particulars of the employees are required to be set out in
 the annexure to this report. However, as per the provisions of Section
 219(1)(b)(iv) of the Companies Act, 1956, the Report and Annual
 Accounts of the Company sent to the shareholders do not contain the
 said annexure. Any shareholders desirous of obtaining a copy of the
 said annexure may write to the Company Secretary at the Registered
 Offce of the Company.
 
 PARTICULARS UNDER 212 OF THE COMPANIES ACT
 
 Your Company has received a letter from the Ministry of Corporate
 Affairs (MCA) granting exemption under Section 212(8) of the Companies
 Act, 1956 from attaching the fnancial statements of the subsidiary
 companies in India and abroad, both direct and indirect, to the balance
 sheet of your Company for the fnancial year 2009-10. A statement of
 summarized fnancials of all subsidiaries of your Company, pursuant to
 the approval under Section 212(8) of the Companies Act, 1956, forms
 part of this report.  Additional information in respect of the annual
 report and the fnancial statements of the subsidiary companies of your
 Company will be made available to members on request. In accordance
 with the Accounting Standard (AS 21) issued by the Institute of
 Chartered Accountants of India, Consolidated Financial Statements
 presented by your Company include fnancial information of all its
 subsidiaries.
 
 DIRECTORS’ RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
 hereby confrm that:
 
 - In preparation of the annual accounts, the applicable accounting
 standards have been followed.
 
 - The accounting policies have been selected and applied consistently
 and the judgments and estimates made, 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 fnancial year and of the proft and loss of the Company
 for that period.
 
 - Proper and suffcient 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.
 
 - The annual accounts have been prepared on a going concern basis.
 
 DIRECTORS
 
 Mr. Kirit N. Damania and Mr. Vijay G. Kalantri are due to retire by
 rotation at the conclusion of the forthcoming Annual General Meeting
 and being eligible, offer themselves for re-appointment.
 
 Appropriate resolutions for their re-appointment are being placed
 before you for your approval at the ensuing Annual General Meeting. The
 brief resume of the aforesaid Directors and other information have been
 detailed in the Corporate Governance Section of this report. Your
 Directors recommend their re-appointment as Directors of your Company.
 
 AUDITORS
 
 M/s Rohira Mehta & Associates, Chartered Accountants, who are the
 statutory auditors of the Company, hold offce until the ensuing Annual
 General Meeting and are eligible for re-appointment. The members are
 requested to consider their re-appointment for the current fnancial
 year 2010-11 and authorize the Board of Directors to fx their
 remuneration. The retiring auditors have, under Section 224 (1B) of the
 Companies Act, 1956, furnished certifcate of their eligibility for the
 appointment.
 
 APPRECIATION
 
 Your Directors wish to place on record their appreciation for the
 contribution made by employees at all levels to the continued growth
 and prosperity of your Company. Your Directors also wish to place on
 record their appreciation to the banks and other fnancial institutions,
 shareholders, dealers and consumers for their continued support.
  
                                  For and on behalf of the Board
  
 Date: 19th June, 2010                          R. C. Mansukhani
 
 Place: Mumbai                                         Chairman