To the Members,
 
 The Directors have pleasure in presenting the Forty Ninth Annual
 Report together with the Audited Statements of Accounts of your Company
 for the year ended 31st March, 2011.
 
 1.  FINANCIAL RESULTS
 
                                                       (Rs. in lacs)
 
                                          Year ended      Year ended
 PARTICULARS                              
                                          31.03.2011      31.03.2010
 
 Gross Income                               55036.98        52862.15
 
 Less : Excise Duty                          3958.46         2376.78
     
 Net Income                                 51078.52        50485.37
 
 Profit/(Loss) before Interest,              4374.16         4422.97 
 Depreciation and Taxation
 
 Interest and Finance Expenses               2382.27         1900.30
 
 Profit/(Loss) before Depreciation           1991.89         2522.67
 and Taxation
 
 Depreciation                                 473.06          526.04
 
 Profit/(Loss) for the Year before           1518.83         1996.63 
 Taxation
 Less: Provision for Taxation :
 
       Current Tax                            502.74          613.70
 
       Deferred Tax                          (14.58)          204.60
 
       Wealth Tax                               1.02            1.32
  
 Profit for the Year                         1029.65         1177.01
 
 Expenses in respect of earlier years         (2.22)              --
 
 Excess/(Short) provision of Current           60.99           18.85
 tax for prior period
 
 Profit After Tax (after prior period          60.99           18.85
 adjustments) 
 
 Balance of Profit & Loss Account as per     1088.42         1195.86
 last year account 
 
 Less:
 
 Net surplus for the year ended 31st 
 March 2011,transferred to Birla Precision
 
 Technologies Limited on account of Demerger       -        (375.57)        
 of Tool Division 
 
 Adjusted on account of demerger of Tool 
 Division as per the Scheme of Arrangement         -       (2068.55) 
 
 Difference in the book value of assets     
 transferred on account of amalgamation of
 
 Tungbhadra Holdings Pvt. Ltd. as per the 
 Scheme of Arrangement                             -        (494.71)
 
 Net Deficit for the year ended 31st March 
 2009, transferred on account of
 
 amalgamation of Tungbhadra Holdings Pvt. 
 Ltd. as per Scheme of Arrangement                 -         (27.20)
         
                                              2345.88        3868.23 
 Appropriation:
 
 Transferred to General Reserve                    -           89.69
 
 Proposed Equity Dividend                          -         2162.00
 
 Tax on Proposed Equity Dividend                   -          359.08
 
 Balance carried to Balance Sheet            2345.88         1257.46
 
                                             2345.88         3868.23
 
 2.  DIVIDEND
 
 Due to expansion programme, the management decided to conserve the
 surplus funds accrued to the Company during the financial year 2010 -
 11. These funds will be utilized towards part-funding the proposed
 expansions projects. Hence, Board of Directors decided not to recommend
 the dividend to the shareholders.
 
 3.  FINANCIAL HIGHLIGHTS
 
 During the year under review, the net income of the Company has
 increased to Rs. 51078.52 lacs as compared to Rs.  50485.37 lacs of
 previous year. Profit after Ta x for the financial year stood at Rs.
 1088.42 lacs as against Rs. 1195.86 lacs of previous year.
 
 4.  ISSUE OF BONUS SHARES
 
 The Company has during the year issued 21,620,529 Bonus Shares in the
 proportion of ONE new fully paid equity share of Re. 10/- each for
 every FIVE equity shares of Re. 10/- each held in the Company as on the
 Record Date (i.e. 12th August 2010). The said equity shares have been
 listed with Bombay Stock Exchange Limited and National Stock Exchange
 Limited w.e.f. 24th August 2010.
 
 5.  ISSUE OF CONVERTIBLE EQUITY SHARE WARRANTS
 
 On 10th January, 2011 your Company has allotted 1,08,10,000 Convertible
 Equity Share Warrants to the Promoter Group at an issue price of Rs.
 21.40/- each aggregating to Rs. 23,13,34,000 determined in accordance
 to the SEBI (Issue of Capital and Disclosure Requirements) Regulations,
 2009. Further, on 25th March, 2011, 15,60,000 warrants has been
 converted into equity shares. As on 31st March 2011, 92,50,000
 Convertible Equity Share Warrants remain outstanding.
 
 6.  EXPORT PERFORMANCE
 
 Exports turnover increased to Rs. 25080.39 lacs for the year ended 31st
 March, 2011 as compared to Rs. 19822.03 lacs of previous year.
 
 7.  EXPANSION PROJECT
 
 Your Company is setting up Saw Mill (Spiral Mill) Project and also
 contemplating expansion in its existing ERW pipe range for bigger
 diameter pipes.
 
 8.  SUBSIDIARY COMPANY
 
 The Accounts of the wholly owned subsidiary companies, M/s. Zenith
 (USA) Inc., and M/s. Zenith Middle East FZE have been received by the
 Company and a statement pursuant to Section 212 of the Companies Act,
 1956, forms part of this Annual Report.
 
 PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT
 
 The Ministry of Corporate Affairs, Government of India, vide General
 Circular No. 2/2011 dated February 8, 2011, has granted a general
 exemption from compliance with section 212 of the Companies Act, 1956,
 subject to fulfillment of conditions stipulated in the circular. The
 Company has satisfied the conditions stipulated in the circular and
 hence is entitled to the exemption. The financial data of the
 subsidiaries have been furnished under ‘Annexure I to the Consolidated
 Notes’ forming part of the Annual Report. Consolidated Financial
 Statements of the Company and its subsidiaries for the year ended March
 31, 2011, together with reports of Auditors thereon and the statement
 pursuant to Section 212 of the Companies Act, 1956, form part of the
 Annual Report. The Annual Accounts and the related detailed information
 of subsidiary companies will be made available to the Members of the
 Company and subsidiary companies seeking such information at any point
 of time. The Annual Accounts of the subsidiary companies will also be
 available for inspection by any member at the registered/head office of
 the Company and that of the subsidiary concerned.
 
 9.  MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 In terms of clause 49 of the Listing Agreement with the Stock
 Exchanges, the Management Discussion and Analysis Report is appended to
 this report.
 
 10.  CORPORATE GOVERNANCE
 
 Your Company will continue to strive to incorporate best of standards
 for good corporate governance. As a listed company, all required
 measures are taken to comply with the agreement entered with the Stock
 Exchanges. A separate report on Corporate Governance along with a
 Certificate of Compliance from the Auditors forms part of this report.
 
 11.  DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217 (2AA) of the Companies
 Act 1956, with respect to the Directors’ Responsibility Statement, the
 Directors, based on the representations received from the statutory
 auditors of the Company, confirm that:
 
 1.  In the preparation of annual accounts, applicable Accounting
 Standards have been followed along with proper explanation relating to
 material departures.
 
 2.  They have selected such accounting policies 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 at the end of financial year and of the profit or loss of
 the Company for that period.
 
 3.  They have taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provision of the
 Companies Act 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud & other irregularities.
 
 4.  They have prepared the Annual Accounts on a ‘going concern’ basis.
 
 12. COST AUDIT
 
 The report of Cost Auditors in respect of audit of the cost records of
 the Pipes Division of the Company for the year ended 31st March 2011
 will be submitted to the Central Government in due course.
 
 13. AUDITORS REMARKS
 The Notes to the Accounts and the remarks referred to in the Auditors’
 Report are self-explanatory and therefore do not call for any further
 comments.
 
 The Board of Directors explanation to the Auditors
 qualification/adverse remarks is as follows:
 
 Sl. Auditors Qualification               Directors Explanation
 No.
 1.  The Company is maintaining proper    The Company is in process 
     records showing particulars inclu    of updating the fixed ass 
     ding quantitative details and sit    ets records of Tarapur and
     uation of fixed assets. However,     Murbaqd Division and will
     in respect of the Company’s Divis    compelete the same at the 
     ions at Tarapur and Murbad, the      earliest.
     fixed asset records are in the 
     process of being updated.
 
 2.  The fixed assets are physically      The Company is in process 
     verified by the management accord    of updating the fixed ass
     ing to a phased programme designed   est records of Tarapur and 
     to cover all the items over a peri   Murbad Division and will 
     od of three years, which in our op   compelete the same at the 
     inion, is reasonable having regard   earlist.
     to the size of the Company and the 
     nature of its assets. Pursuant to 
     the programme, a portion of the 
     fixed assets has been physically 
     verified by the management during 
     the year and no material discrepan
     cies between the book records and 
     the physical inventory has been no
     ticed, except in the case of the 
     Company''s Divisions at Tarapur and
     Murbad, where the comparisons will 
     be made once the records are compl
     eted.
 
 
 14. DIRECTORS
 
 In terms of the provisions of the Companies Act, 1956 and the Articles
 of Association of the Company, Shri. P.V.R. Murthy Director of the
 Company retires by rotation at the forthcoming Annual General Meeting
 and is eligible for re-appointment.  Shri Anirudha Barwe, a director of
 the Company expired on 5th October, 2010. The Board expressed a deep
 sorrow with profound grief on death of Shri Anirudha Barwe. In his
 place, Shri Anoj Menon has been appointed as addiftional director with
 effect from 13th November, 2010.
 
 15. FIXED DEPOSITS
 
 During the year under review, the Company has invited fresh Fixed
 Deposits from its shareholders and general public.  As on 31st March,
 2011, the Company has fixed deposit of Rs. 3464.17 Lacs. There are no
 un-paid deposits (other than un-claimed), payable as of 31st March
 2011. Also, there is no default in payment of interest and repayment of
 matured deposits.
 
 16. AUDITORS
 
 M/s. Thakur Vaidyanath Aiyar & Co., Chartered Accountants, who were
 appointed as the Statutory Auditors of the Company by the Members at
 their previous AGM, shall be retiring on conclusion of the forthcoming
 AGM and are eligible for re-appointment. Members are requested to
 consider their re-appointment from the conclusion of forthcoming AGM
 upto the conclusion of AGM for the financial year 2011-12 at a
 remuneration to be decided by the Board of Directors or Committee
 thereof. The Company has received confirmation from M/s. Thakur
 Vaidyanath Aiyar & Co., to the effect that their appointment, if made,
 will be within the limits of Section 224(1B) of the Companies Act,
 1956.
 
 17. PARTICULARS OF EMPLOYEES
 
 As required under Section 217 (2A) of the Companies Act 1956 read with
 Companies (Particulars of Employees) Rules, 1975, the names and other
 particulars of employees receiving remuneration above the prescribed
 limit are set out in the annexure appended to this report.
 
 18. PERSONNEL
 
 Your Directors place on record their appreciation to the contribution
 made by the employees at all levels who, through their competence,
 diligence, solidarity, co-operation and support, have enabled the
 Company to achieve the desired results during the year.
 
 19. ACKNOWLEDGEMENTS
 
 During the financial year under review Industrial Relations continued
 to remain cordial. Your Directors wish to place on record their sincere
 thanks to the continuing commitment and dedication of employees at all
 levels. The Board of Directors would also like to express their
 gratitude for the continued support of all the stakeholders such as
 Banks, Financial Institutions, various State and Central Governmental
 Authorities, Customers, Vendors and last but not least our valued
 Shareholders, who have been supporting the management for all these
 years.
 
                                       For and on behalf of the Board
 
                                                   Yashovardhan Birla 
                                                             Chairman
 Place: Mumbai
 Date: 11.08.2011