Dear Members,
 
 The Directors present the Thirty eighth Annual Report of Financial
 Accounts for the year ended 31st March, 2011.
 
 1.  FINANCIAL PERFORMANCE
 
                                            (Rs. in Crores)
 
 Particulars                               F.Y.        F.Y.
                                      2010-2011   2009-2010
 
 Turnover                               2441.82     1938.93
 
 Profit before Interest,                 181.93      129.56 
 
 Depreciation & Taxation (EBIDTA)
 Interest                                 60.54       48.71
 
 Depreciation                             51.24       27.09
 
 Profit before tax (PBT)                  70.15       53.76
    
 Tax Including Deferred Tax                3.42        8.59
 
 Profit after taxation(PAT)               66.73       45.17
 
 Balance brought forward from the        154.44      121.76 
 earlier year
 
 Profit available for appropriations     221.17      166.93
 
 Proposed Equity Dividend                  6.57        5.57
 
 Tax on Distributed Profits                1.06        0.92
 
 Transferred to General Reserve            7.00        6.00
 
 Balance carried to Balance Sheet        206.54      154.44
 
 In the fiscal year under review, the turnover of your Company increased
 to Rs.2441.82 crores from Rs.1938.93 crores last year, registering an
 increase of 25.94%. The Profit After Tax is increased to Rs. 66.73
 crores as compared to Rs. 45.17 crores last year registering a growth
 of 47.73% during this period. The export turnover during the year under
 review is Rs.275.36 crores as compared to Rs.  245.45 crores in
 previous year. The performance of various divisions of the Company is
 given below:
 
 STEEL DIVISION
 
 During the year under review, the turnover of the division is Rs.
 1520.17 crores as compared to Rs 1337.44 crores in the last financial
 year, registering an increase of 13.66%.  The export turnover of the
 division is Rs.247.92 crores in comparison to Rs.217.72 crores in the
 last financial year.  The Company has continued a series of Dealer,
 Retailer, Plumber & Architect / Builder / Consultants Conferences along
 with Press conferences & Brand awareness campaigns, which has increased
 the demand potential substantially.
 
 During the year under review the company has commissioned one 1.75 MW
 Gas Gen Set during the year which has improved In- house generation of
 power. The Gas Gen Set has reduced our power cost and also contributed
 in emission reduction.
 
 LIGHTING DIVISION
 
 The Lighting Division has witnessed a remarkable growth in turnover.
 During the year under review, the turnover of the division increased to
 Rs. 824.61 crores as compared to Rs. 601.41 crores last year, an
 increase of 37.11 % over the previous year growth of 29.65%.
 
 During the year, Malanpur Unit has installed on Ribbon Machine a
 Stirrer system from SORG, Germany for better glass / quality of shells
 and further one assembly building was built to accommodate all the 8
 CFL assembly lines, thereby improving the MHR and reduction in
 wastages.
 
 HIGH MAST DIVISION
 
 During the year under review, the division has achieved a production of
 24112 MT of ERW pipes and 1025 MT of High Mast and Poles.. The turnover
 of the division is Rs. 97.04 crores .
 
 During the year company has commissioned High Mast Fabrication
 Machinery and the state of Art Galvanizing plant of High Mast/ Poles
 and ERW pipes. Furthermore , the division has started production of
 High Mast and Poles and produced 1025 MT during the year. High masts up
 to the height of 40 meters and various types of Decorative Octagonal
 poles are manufactured to the best satisfaction of the customers.
 
 2.  DIVIDEND
 
 The Board considering the Company''s performance and financial position
 for the year under review, recommended payment of dividend of Rs. 1.50
 per equity share of Rs.10 each on the 43,83,12,500 Equity Share Capital
 of the Company, for the year ended 31st March,2011, subject to the
 approval of the members at the ensuing Annual General Meeting.
 
 Together with Corporate Tax on dividend, The total outflow on account
 of equity dividend will be Rs. 7.64 crores, vis-a vis Rs.6.49 crores
 paid for fiscal 2009-10.
 
 The dividend on Equity Shares, if approved at the Annual General
 Meeting, will be payable to those shareholders whose names appear on
 the company''s register of members on 9th September, 2011. In respect of
 shares held in dematerialised form, the dividend shall be payable on
 the basis of beneficial ownership as at the end of 5th September, 2011,
 as per the details furnished by National Securities Depository Ltd./
 Central Depository Services (India) Ltd. for the purpose, as on that
 date.
 
 3.  SUBSIDIARY
 
 Company has a non-listed Indian Subsidiary Company named as Surya
 Global Steel Tubes Limited and as on 31st March, 2011, the company had
 a total investment of Rs.  50,00,00,000 which is 53.73% of its
 subscribed Equity Capital.
 
 In the Subsidiary Company during the year under review, two phases of
 Spiral Mill with capacity of 60,000 M.T & 1,40,000 MT respectively and
 ERW Pipe Project with capacity of 100000 MT per annum has been
 completed and commissioned successfully and commercial production has
 been started at Anjar, Bhuj ( State of Gujarat).
 
 The Turnover of the Subsidiary Company for the year ended 30th
 September, 2010 is Rs.9879.59 Lakhs and Profit after tax stood at Rs.
 73.52 Lakhs.
 
 4.  FUTURE PROSPECTS
 
 STEEL DIVISION
 
 India has become the global pipe manufacturing hub primarily due to the
 benefits of its low costs, higher quality and geographical advantages.
 The global accreditations and certifications that the Indian companies
 possess have made them preferred suppliers for many leading oil and gas
 companies in the world and particularly those in Middle East, North
 America and Europe. The expanding infrastructure, oil & gas and
 construction sectors have been the main growth drivers for steel
 industry that includes steel pipes. Indian pipe manufacturers are
 greatly benefited after commencement of the Exploration & Production
 (E&P) projects for oil and gas companies that were earlier kept on hold
 or revoked because of the global financial crisis. This new spurt in
 demand will impact positively on the future growth. Existing oil
 refineries are expanding their capacities and new refineries are coming
 up burgeoning as a result the demand for steel pipes.
 
 LIGHTING DIVISION
 
 Lighting is always a prime necessity in the modern world.  With the
 increase in residential houses, the demand for lighting and
 consequently the lighting industries are growing at tremendous pace.
 With growing demand for lighting products, the Lighting industry is is
 on a strong wicket As per ELCOMA (Electric Lamp and Component
 Manufacturer''s Association of India) the industry registered a growth
 of around 13% during the year 2010. Value-wise, the Lighting Industry
 in India stood at around Rs. 8000 Crores Segment wise, growth of CFL
 was 25%, GLS 4%, FTL 9%. Against the above rates of growth of Industry
 SURYA has registered a remarkable growth in CFL 31%, GLS 10% and FTL
 16%.
 
 LUMINAIRE BUSINESS GROUP
 
 The Luminaire Business Group (LBG) of the Lighting Division has made
 good progress in the year under review In the year LBG focused on
 extending its existing range of products by introducing :
 
 - Prismatic High Bays
 
 - New Range of Commercial Luminaires for variousapplications of T5 & T8
 
 - Integrated version of 2 x 400 W Floodlights in new shapes
 
 - T5 Retrofit product
 
 - Sensor Controlled streetlights
 
 Luminaire Business Group is moving Beyond just '' Me - Too towards an
 exclusive Range of Products :
 
 - LED - Down Lighters / Street Lights
 
 - Induction - Commercial / Industrial Luminaries Lamps Solar Street
 Lights
 
 - Sensor Controlled Streetlights
 
 - Outdoor Designer Range - High end Street / Flood Lights
 
 Luminaire Business Group has entered into a strategic tie- up with AEC
 of Italy for marketing of their LED based street lights in India. LBG
 group has revamped and is further expanding its Dealer Network Range
 from a current level of 425 dealers to 600 active dealers during the
 first half of this year. Various marketing initiative will be taken to
 further enhance the growth of this segment.
 
 RESEARCH AND DEVELOPMENT CENTRE
 
 Electric light, the third eye for human being, is the only possible way
 to make things visible for the accomplishment of human activities
 especially when sun goes down. Hence the search is on for greater
 lighting efficiency as well as optimum energy consumption of light
 sources.
 
 Surya Roshni Ltd, a leading body in the lighting industries, has taken
 steps to bring the revolution in the world of lighting by the process
 of setting-up a modern, world-class, in house Research & Development
 centre in Noida for carrying out research & development in the field of
 energy efficient Light Sources and Luminaires & its application
 including LED Lighting System.
 
 STIC (RESEARCH AND DEVELOPMENT CENTRE) will be equipped with the most
 advanced photometric laboratory which houses High Speed automatic
 Mirror Gonio-photometer from LMT for light measurement & optical
 evaluation for conventional Lighting System as well as LED
 measurements.
 
 Apart from photometric laboratory, STIC have Environmental, Electrical,
 Electronic, Thermal and Mechanical laboratories all are high speed
 computerized equipments for the prediction, evaluation and further
 improve in terms of mechanical, electrical, thermal & environmental
 behavior of the product.
 
 This will be a Green Building with LEED certification and it will be
 accredited by NABL as well. It will definitely act as catalyst for the
 growth of Luminaires Business Group of Surya Roshni Limited .
 
 HIGH MAST DIVISION
 
 The High Mast project has an installed capacity of 75000 MT per annum
 of ERW pipes and 11000 MT per annum High Mast / Poles. The plant has
 manufactured ERW pipes from ½ to 8 in different thicknesses as per
 the market demand and has achieved a production of 24112 MT.
 
 For the current year, the division has a healthy order book and with
 the present trend it is expected to achieve the installed capacity by
 September 2011. After reaching a monthly target of 200 High Masts and
 2000 poles the division is planning for further expansion of the
 Fabrication line
 
 Further, the division has planned to introduce a new product range of
 Sectional pipes during the current year and has already ordered the
 required tools for manufacturing of the Sectional pipes. Introduction
 of sectional pipes in the product range will help expanding the
 customer base. The division is expected to achieve the installed
 production capacity by 30th June 2011.
 
 5.  FIXED DEPOSITS:
 
 The Public response towards the Company''s fixed deposit scheme
 continued to be encouraging during the year under review. At the close
 of the year, 169 deposit holders, whose deposits, aggregating to
 Rs.80.14 lacs, had become due for payment, did not claim or renewed
 their deposits. Since then, deposits aggregating to Rs. 46.08 lacs have
 either been claimed or renewed. The principal amount and interest were
 duly paid for all other deposits, which matured during the year.
 
 6.  PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
 AND FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 Information in accordance with the provisions of 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 regarding
 conservation of energy, technology absorption and foreign exchange
 earnings and outgo is given in the statement annexed (Annexure ''A'')
 hereto forming part of the report.
 
 7.  PARTICULARS OF EMPLOYEES AND DISCLOSURE OF INFORMATION
 
 The Information required under Section 217(2A) of the Companies Act,
 1956, read with Companies (Particulars of Employees) Rules, 1975 as
 amended and information as per Companies (Disclosure of Particulars in
 the Report of Board of Directors) Rules, 1988, are given as Annexure
 ''B'' to the Directors'' Report.
 
 8.  DIRECTORS'' RESPONSIBILITY STATEMENT
 
 The Board of Directors of the Company confirm:
 
 i. that in the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanations
 relating to material departures;
 
 ii. that the Directors had 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 and of the
 profit of the Company for that period;
 
 iii. that 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;
 
 iv. that the Directors had prepared the annual accounts on a going
 concern basis.
 
 9.  DIRECTORS
 
 As per Article 101 of the Articles of Association of the Company, Shri
 Vineet Garg , Sh. B B Chadha and Smt.  Urmil Agarwal, retire by
 rotation and, being eligible, offer themselves for reappointment.
 
 Change in Directorship
 
 During the year under review, Sh. Shanker Singal and Sh.  Mukesh
 Tripathi have resigned from the Board w. e. f 19th October, 2010 and
 11th February, 2011 respectively. Your Directors placed on record the
 high sense of appreciation for the wise counsel and valuable services
 rendered by them during their tenure on the Board.
 
 During the year under review, the Board of Directors has inducted Sh.
 Utpal Kumar Mukhopadhyay and Shri Tara Sankar Bhattacharya as
 additional directors of the Company with effect from 14th February,
 2011.
 
 Appointment of Sh. Utpal Kumar Mukhopadhyay will strengthen the Board.
 He is retired from Indian
 
 Administrative Services (IAS) and has a rich experience of over 35
 years in formulating public policies in the department of Transport ,
 energy, environment tourism and home. His deep rooted knowledge and
 experience is vital for the growth and success of the Company.
 
 Appointment of Sh. Tara Sankar Bhattacharya will strengthen the Board.
 He retired as the Managing Director of State Bank of India and carried
 with him a rich experience of over 38 years of Banking. He holds
 Membership of Indian Institute of bankers. His deep rooted knowledge
 and experience is vital for the growth and success of the Company.
 
 10.  AUDITORS
 
 The Statutory Auditors, M/s Sastry K.Anandam & Company, Chartered
 Accountants (Firm Registration no-00179N) hold office till the
 conclusion of the ensuing Annual General Meeting and are recommended
 for re-appointment. The Certificate from the auditors have been
 received to the effect that their re-appointment , if made ,would be
 within the prescribed limit under section 224(1B) of the Companies Act
 ,1956.The observations of the Auditors have been suitably dealt with in
 the notes on accounts
 
 11.  COMPLIANCE CERTIFICATE
 
 As per Clause 49 of the Listing Agreement with the Stock Exchanges, the
 compliance certificate from Chairman and Managing Director and Deputy
 Managing Director and CFO is given as Annexure ''C'' to the Directors''
 Report.
 
 12.  CORPORATE GOVERNANCE
 
 Your company has complied with the requirements of clause 49 of the
 Listing Agreement regarding Corporate Governance.  A Report on the
 Corporate Governance
 
 practices, the Auditors'' certificate on compliance of mandatory
 requirements thereof and Management Discussions and Analysis are
 forming part of Annual Report.
 
 13.  ACKNOWLEDGEMENTS & APPRECIATION
 
 The Board places on record their appreciation for the continued support
 from Financial Institutions, Bankers, Central and State Government
 Bodies , Legal Advisers, Consultants, Dealers, Retailers, other
 Business Constituents and Investing Public.
 
 The Board also wish to place on record once again, their appreciation
 for the contribution made by the workers, staff and executives at all
 levels, to the continued growth and prosperity of the Company. The
 overall industrial relations remained cordial at all the
 establishments.
 
                                                 for and on behalf of 
                                               the Board of Directors
 
 
                                                          J P AGARWAL 
                                       Chairman and Managing Director
 
 Place : New Delhi 
 Dated : 05th May, 2011