Directors Report of Zenith Steel Pipes & Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Fifty third Annual Report and the Company's audited financial statements for the financial year ended March 31,2015.

1. FINANCIAL RESULTS

The Company's financial performance, for the year ended March 31,2015 is summarized below:

(Rs. in lacs)

PARTICULARS Year ended Year ended

31.03.2015 31.03.2014

Gross Income 7840.83 17196.58

Less : Excise Duty 350.86 1251.28

Net Income 7489.97 15945.30

Profit/(Loss) before Interest, Depreciation and Taxation (5059.38) (11652.80)

Interest and Finance Expenses 919.62 2071.01

Profit/(Loss) before Depreciation and Taxation (5979.00) (13723.81)

Depreciation 629.17 651.60

Profit/(Loss) for the Year before Taxation (6608.17) (14375.41)

Less: Provision for Taxation :

Current Tax - -

Deferred Tax - -

Wealth Tax - 1.17

Tax in respect of earlier years - -

- 1.17

Profit for the year (PAT) (6608.17) (14376.57)

Exceptional Item (Advanced related to discontinued project Written off.) 659.25 5602.88

Profit transferred to reserves and surplus. (7267.42) (19979.45)

2. THE RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS :

The highlights of the company's performance are as follows:

During the year under review, the net income of the Company has reduced to Rs. 7489.97 lacs as compared to Rs. 15945.30 lacs of previous year due to decline in sales. Loss after Tax for the financial year stood at Rs. 7267.42 lacs as against the Loss of Rs. 19979.45 lacs of previous year. Since the net worth of the Company has been fully eroded resulting into negative net worth, the Company has become sick under the provisions of Sick Industrial Companies (Special Provisions ) Act, 1985 .

3. DIVIDEND

In view of huge losses and financial crunches, your Directors have not recommended dividend for the year ended March 31,2015.

4. EXPORT PERFORMANCE

Exports turnover reduced to Rs.1836.46 lacs for the year ended 31st March, 2015 as compared to Rs. 5333.14 lacs of previous year.

5. LOCK - OUT AT KHOPOLI UNIT

Lock-out, declared by the management at its Khopoli unit in November, 2013 is still continuing.

6. POSSESION OF IMMOVABLE ASSETS AT KHOPOLI UNIT UNDER SECURITISATION & RECONSTRUCTION OF FINANCIAL ASSETS AND ENFORCEMENT OF SECURITY INTEREST ACT, 2002. (SARFAESI).

Pursuant to Company's account becoming NPA, consortium of banks led by State Bank of India had moved its application to District Collector Alibaug for Physical possession of Company's immovable property at Khpoli unit. As the same was contested by the company and Hence, matter of physical possession of the above property is subjudice.

7. SHARE CAPITAL

The Paid up Equity Share capital as on 31/03/2015 was Rs. 13128.04 lacs. During the year under review, the company has not issued with differential voting rights or granted stock options or issued sweat equity.

8. VOLUNTARY DELISTING OF EQUITY SHARES FROM ONE EXCHANGE OUT OF TWO EXCHANGES

With a view to avoid unnecessary financial and administrative burden due to compliance and non compliance of various clauses of Listing Agreement from time to time and payment / non payment of listing fee, the Board has decided to delist equity shares of the company voluntarily from the National Stock Exchange of India (NSE) and continue its listing only with the Bombay Stock Exchange (BSE), Mumbai.

9. SUBSIDIARY COMPANY

The Accounts of the wholly owned subsidiary companies, M/s. Zenith (USA) Inc., and M/s. Zenith Middle East FZ LLC have been received by the Company and a statement pursuant to Section 129 of the Companies Act, 2013, forms part of this Annual Report.

10. FIXED DEPOSITS:

(i) Details of Deposits Accepted u/s. 58A of the Companies Act, 1956.

The Company has outstanding deposits accepted u/s 58A of the Companies Act,l956 and Rules thereunder under Companies (Acceptance of Deposits) Rules, 1975 . Accordingly, the details relating to deposits covered under the Companies Act,l956 are given below:

(Rs. In Lacs.)

Deposits at the beginning of the year i.e. 01.04.2014 2981.66

Deposits accepted during the year 2014-15 Nil

Deposits remained unpaid or unclaimed as at the end of the year i.e.31.03.2015 2805.20

Whether there has been any default in repayment of deposits or payment of interest thereon during the year 2014-15 and if so, number of such cases and the total amount involved —

Deposits :

(i) At the beginning of the year(as on 01.04.2014) 2981.66

(ii) Maximum during the year( 2014-15) 2981.66

(iii) At the end of the year( as on 31.03.2015) 2805.20

Interest:

(i) At the beginning of the year(as on 01.04.2014) 403.30

(ii) Maximum during the year( 2014-15) 473.00

(iii) At the end of the year( as on 31.03.2015) 701.60

(ii) Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013

The Company has not accepted any deposits under Companies (Acceptance of Deposits) Rules, 2013. Accordingly, the details relating to deposits, covered under Chapter V of the Companies act,20l3 are not given. Therefore, there are no deposits which are not in compliance with the requirements of Chapter V of the companies Act,20l3

11. Reference to Board for Industrial and Financial Reconstruction (BIFR)

Since the net worth of the company has eroded fully and has become negative, the company is in process of making reference under section 15 of Sick Industrial Companies (Special Provisions ) Act, 1985 to BIFR.

12. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

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. Vide Annexure- A

13. 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 Practicing Company Secretary forms part of this report vide Annexure - B.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. 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 the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such sys- tems were adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial audi- tors and external consultants and the reviews performed by management and the relevant board committees, includ- ing the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15

15. AUDITORS

a) Statutory Auditors:

M/s Thakur Vaidyanath Aiyar &Co (ICAI Firm Registration No. 000038N), Chartered Accountants, Mumbai were appointed as the statutory auditors of the Company for a period of five years at the Annual General Meeting (AGM) of the Company held on September 27, 2014.

As per provisions of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by members at every AGM. It is proposed to ratify the appointment of M/s. Thakur Vaidyanath Aiyar & Co., Chartered Accountants, as Statutory Auditors of the Company from the Conclusion of the ensuing AGM till the conclusion of the next Annual General Meeting.

b) Internal and Management Auditors:

The Company has appointed M/s. Chokshi & Chokshi LLP Chartered Accountants as its Internal and Management Auditors to carry out the Internal Audit of various operational Areas of the company.

c) Cost Auditors:

The Board had appointed M/s.Y.R.Doshi & Co. Cost Accountants as the Cost Auditor for the year ended up to 31st March 2016 at a remuneration of Rs. 1,00,000/- subject to ratification by the members in the ensuing Annual General Meeting.

16. Secretarial Auditors' report

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. Roy Jacob & Co. Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit report is annexed herewith this report vide Annexure-C. The qualification / adverse remark in the report of Secretarial Audit have been explained by the Board in its Directors' Report.

17. AUDITOR'S REMARK

The Board of Director's explanation to auditor's remark is as follows:

(i) Explanation for Statutory Auditor's Remark

Sr. Statutory Auditor's Remark Directors' explanation No.

1 With reference to Note The Company is trying for One no. 44 regarding the non Time Settlement (OTS) with the provision by the company banks. Hence, it is felt prudent of the interest amounting for not providing for interest to ` 32.70 crores on its after the accounts became NPA. working capital facilities from banks during the year. Had this amount been provided for, the loss would have been higher by ` 32.70 crores and Secured loans would have been higher by an amount of ` 32.70 crores.

2 The Company has not complied On account of huge losses and with the provisions of sections negative net worth, there was 74 or any other relevant financial crunch. Hence provisions of the Act and i) as required u/s section 74 of the Companies (Acceptance of the Companies Act Deposits) Rules 2014 with 2013, the Company could not pay regard to non-repaymen of its outstanding deposits as on deposits and interest on due 31.03.2014, within a period of date, maintenance of liquid one year i.e. by 31.03.2015. assets to the extent required (ii) could not maintain liquid as well as not fully complying assets with the orders passed by the (iii) could not comply fully Company Law Board. with the orders passed by the Company Law Board u/s section 58A(9) of the Companies Act,1956

3 With reference to Note no. The Company is taking steps to 42 regarding the company not obtain balanceconfirmation from having the balance its parties. However, it will not confirmations for its party have any material impact on the balances and hence our state of affairs of the inability to state whether Company. these balances are recoverable / payable to the extent stated.

4 According to the information The Company has complied with the and explanations given to us deposits of taxes now except the and the records of the Tax deducted at source, Tax Company examined by us, in collected at source, Service tax, our opinion except for dues dividend distribution tax and in respect of Dividend interest on dividend distribution Distribution Tax, Tax Deducted tax at source, Professional Tax, Tax Collected at Source, Service Tax and Provident Fund, the Company is generally regular in depositing the undisputed statutory dues including Wealth Tax, Excise Duty Custom Duty, Cess and other material statutory dues, as applicable, with the appropriate authorities. The following balances remain in arrears as at the last day of financial year for a period exceeding six months from the date they become payable:

Tax Deducted at Source Rs. 1846145

Profession Tax Rs. 20550

Tax Collected at Source Rs. 40763

Service Tax Rs. 158043

Provident Fund Rs. 579895

Dividend Distribution

Tax Rs. 35908091

Interest on Dividend

Distribution Tax Rs. 16158641

(ii) Explanation for Secretarial Auditor's Remark

Sr. Secretarial Auditor's Remark Directors' explanation No.

1 Company has not filed Annual Due to lock-out at one of our Accounts for the Financial unit at Khopoli, the relevan ended 31st March 2014 with data required for XBRL filing of the Registrar of Companies. Accounts could not be gathered, hence it could not be compiled. The Management is in the process of getting the required information . The accounts would be filed very soon.

2 i) Annual Return filed with Due to administrative reason, delay of 18 days and the same the filing was delayed is not yet approved by MCA.

ii) Delay in filing DIR 12 in Due to administrative reason, the respect of change in Directors filing was delayed. beyond 30 days.

iii) Delayed in Crediting the Due to Banker’s (where dividend amounts to Investors (Education account was opened) and protection) Fund. administrative problem, there was delay.

iv) Filed Form5INV with delay Due to Banker’s (where dividend beyond 90 days. account was opened) administrative problem, there was delay.

3 Has not complied with the The management was not able to provisions of section 149 in get right person to be appointed respect of appointment of is woman Director. However, the women Director during the Company has appointed woman audit period Director on 21.04.2015

4 i) The video records as The participation of director produced by the management through video conference was in respect of Board meeting recorded through Laptop camera. held on 14th June 2014 is Unfortunately, due to technical not reviewable reason, the harddisk of laptop got crashed. Hence, the video could not be reviewed properly.

ii) Not complied with the On account of huge losses and provisions of clause 38 of negative net worth, there was the listing agreement in financial crunch. Hence,listing respect of payment of fee could not be paid. Listing Fees.

iii) Audited financial The meeting could not be held in Results for the year/ time due to non-availability of quarter ended 31st March Independent Director for 2014 was approved on convening of meeting of audit al 14/08/2014. Committee. Hence Board of Directors could not consider for approv

iv) Share Holding Pattern for Due to huge losses and financial the quarter 30/09/2014 crunch, Company could not pay submitted with a delay of 13 dues of Depositories as well as days RTA. The benpose was not made available. Hence there was delay .

v) Certificate under clause Due to huge losses and financial 47© of the listing agreement crunch, Company could not pay and Reconciliation of Share dues of Depositories as well as Capital Audit Report for the RTA. The benpose was not made quarter ended 30/09/2014 is available. Hence there was delay submitted on 24/11/2014.

vi) Has not complied with The meeting could not be held in the provisions of Clause 49 time due to non-availability of III B, in respect of meeting Independent Director for of Audit Committee Meetings. convening of meeting of audit Company held 4 meeting of Committee Audit Committee, including the 2 meetings held on 14th August 2014 at a time gap of 1.5 hour. Further the gap between two Audit Committee meetings held during the audit period elapsed for more than 4 months

18. Directors and key managerial personnel

During the year under review, the following Directors resigned from the office of Directorship:

(i) Shri Yashovardhan Birla, Chairman, stepped down from the Board of the Company on August 14, 2014. He was associated with the Company for over two decades The Board places on record its appreciation of the invaluable contribution and guidance provided by him.

(ii) Shri Pushkar Natu resigned w.e.f. 14.08.2014

(iii) Shri Rubeen Malkani resigned w.e.f. 14.08.2014

(iv) Shri Jignesh Mehta resigned w.e.f. 14.08.2014

During the year under review, the Members approved the appointment of:

(i) Mr Ashish Mahendrakar(DIN: 03584695)as Non-Executive Non-Independent Director (Resigned w.e.f. 12.08.2015)

(ii) Mr Satish Jadhav(DIN: 06941520) as Non-Executive,Independent Director (Resigned w.e.f. 12.08.2015)

(iii) Mr Ameya Jagushte (DIN: 06947645) as Non-Executive,Independent Director (Resigned w.e.f. 02.12.2014)

The following persons have been appointed as Additional Director after the last Annual general Meeting:

(i) Mr Anirudh Waghmare (DIN: 06986239) w..e.f. 30.09.2014 who holds office upto the date of ensuing Annual General Meeting.

(ii) Mr Ashok Saaliayan (DIN: 07031046) w.e.f. 01.12.2014. He holds office of the Additional Director up to the ensuing Annual General Meeting of the Company. He qualifies the criteria of Independent directorship The Company has received notice u/s 160 of the Companies Act,2013 from a shareholder of the company proposing his Candidature for the office of the Director as Independent Director.

(iii) Mrs. Minal Pote(DIN: 07163539) w.e.f. 21.04.2015. She holds office of the Additional Director up to the ensuing Annual General Meeting of the Company. She qualifies the criteria of Independent directorship The Company has received notice u/s 160 of the Companies Act,2013 from a shareholder of the company proposing her Candidature for the office of the Director as Independent Director.

(iii) Mr Harish Kori (DIN: 07139454) w.e.f. 05.08.2015. He holds office of the Additional Director up to the ensuing Annual General Meeting of the Company. The Company has received notice u/s 160 of the Companies Act,2013 from a shareholder of the company proposing his Candidature for the office of the Director .

Pursuant to the provisions of Section 203 of the Act, Mr. Pushkar Natu was appointed as Chief Executive Officer, being Key Managerial Personnel, w.e.f. 14.08.2014

19. Number of meetings of the board

Four meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

20. Board evaluation

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"). The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

21. Declaration of Independence

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as Clause 49 of the Listing Agreement.

22. Policy on directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act, has been disclosed in the corporate governance report, which forms part of the directors' report.

23. Internal financial control systems and their adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

24. Audit committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

25. Risk management

The Board of the Company has framed the risk management policy to implement and monitor the risk management plan for the Company. The Board is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

26. Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

27. Transactions with related parties

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section I34(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure D in Form AOC-2 and the same forms part of this report.

28. Material Changes and Commitments occurred between the end of financial year under review and the date on this report.

No material changes and commitments have occurred between the end of the financial year under review and the date of this report.

29. Statement pursuant to Section 134(3)(m) of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014 on conservation of energy, technology absorption, foreign exchange earnings & outgoings

Statements pursuant to Section I34(3)(m) of the Companies Act,20I3 read with Rule 8(3) of the Companies (Accounts) Rules,20I4 on conservation of energy, technology absorption, foreign exchange earnings & outgoings are annexed as annexure "E " and forms part of this report.

30. Vigil Mechanism/Whistle Blower Policy

The Company has adopted Vigil Mechanism/Whistle Blower Policy, which was approved by the Board of Directors of the Company. The said policy provides a formal mechanism for all employees of the Company to approach Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud and violation of the Company's Code of Conduct and Business Ethics. Under the Policy, each employee of the Company has an assured access to the Chairman of the Audit Committee.

31. Corporate social responsibility

Since the Company does not qualify any of the criteria as laid down in section 135(1) of the Companies Act, 2013 with regard to Corporate Social Responsibility, provisions of section 135 are not applicable to the Company.

32. Extract of annual return

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure F in the prescribed Form MGT-9, which forms part of this report.

33. Material Orders Passed by the Regulators / Courts / Tribunals :

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future..

34. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

As Directors are not paid any remuneration, except the sitting fees, hence, this clause is not applicable.

(ii) The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer Company Secretary in the financial year;

Directors*, Chief Executive Officer, % increase in the remuneration Chief Financial Officer in the financial year and Company Secretary

**Shri Pushkar Natu, C.E.O. - (w.e.f. 14-08-2014)

Shri B. Girvanesh, C.F.O. Nil

Shri Vimal Prakash Dubey, Nil Company Secretary

* Since Directors are not paid any remuneration except sitting fees, hence, details for them are not given.

** Since this information is part of the year, the same is not comparable.

(iii) the percentage increase in the median remuneration of employees in the financial year: (68.41%)

(iv) the number of permanent employees on the rolls of company: 367

(v) the explanation on the relationship between average increase in remuneration and company performance:

On an average, employees received an annual increase of 8%. The individual increments varied from 6% to 10%, based on individual performance.

(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

Aggregate remuneration of Key Managerial Personnel (KMP) in FY 2014-15 Rs. In lacs 30.37

Revenue(Rs. in lacs) 7489.97

Remuneration of KMPs( as % of revenue) 0.41

Profit before Tax (PBT) ( Rs. In lacs) (6608.17)

Remuneration of KMPs( as % of PBT) Not applicable*

* Since there is loss, hence not applicable.

(vii) variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year

Particulars March 31,2015 March 31,2014 % Change

Market capitalization (in Rs.) 12,07,78,012 13,12,80,448 (8)

Price Earnings ratio (4.18) (0.06) (6866)

(viii) percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;

Particulars March 31,2015 October 20, % Change 2006 (IPO) Market Price (BSE) Rs. 0.92* 55 (98.32)

Market Price (NSE)Rs. 0.90* 55 (98.36)

* price based on number of shares including 4,24,41,904 shares issued on various ground after the IPO .

(ix) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

The average annual increase was around 8%.

(x) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company;

Shri Pushkar Shri B. Girvanesh M. Natu, C.E.O. C.F.O.

Remuneration in FY 2014-15 15.17 7.97 (Rs. in Lacs)

Revenue (Rs. in Lacs) 7489.97 7489.97

Remuneration as of % of 0.20 0.11 revenue

Profit Before tax (PBT) (6608.17) (6608.17) (in Lacs)

Remuneration (as % of PBT) Not Applicable* Not Applicable*

Shri Vimal Prakash Dubey Company Secretary

Remuneration in FY 2014-15 7.23 (Rs. in Lacs)

Revenue (Rs. in Lacs) 7489.97

Remuneration as of % of 0.09 revenue

Profit Before tax (PBT) (6608.17) (in Lacs)

Remuneration (as % of PBT) Not Applicable*

* Since there is loss, hence not applicable.

(xi) the key parameters for any variable component of remuneration availed by the directors;

Since no remuneration has been paid to Directors except fee for attending Meetings, hence not applicable.

(xii) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year;

Since no remuneration has been paid to Directors except fee for attending Meetings, hence not applicable.

(xiii) affirmation that the remuneration is as per the remuneration policy of the company

The Company affirms that the remuneration is as per the remuneration policy of the Company.

(xiv) As none of the employees is drawing remuneration not less than Rs. 60 lacs p.a. or Rs. 5 lacs p.m., if employed for the part of the year. Hence, the statement containing particulars of employees as required under Section 197(12) of the Act read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.

35. Disclosure pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted Committees in the name of "Internal Complaints Committee" for the Registered Office & Units of the Company. During the Financial Year 2014-15, there were no cases filed under the said Act

36. PERSONNEL

Your Directors also wish to place on record their deep sense of 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.

37. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institution, banks, Government authorities, customers, vendors and members during the year under review.

For and on behalf of the Board

Place: Mumbai Ashok Saaliyan Harish Kori Date: 14.08.2015 Director Director (DIN: 07031046) (DIN: 07139454)

---

Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the Fifty Second Annual Report together with the Audited Statements of Accounts of your Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

( in lacs)

PARTICULARS Year ended Year ended 31.03.2014 31.03.2013

Gross Income 17196.58 31606.55

Less : Excise Duty 1251.28 2346.63

Net Income 15945.30 29259.92

Profit/(Loss) before Interest, Depreciation -11652.80 -412.18 and Taxation

Interest and Finance Expenses -2071.01 -3504.57

Profit/(Loss) before Depreciation and Taxation -13723.81 -3916.75

Depreciation -651.60 -548.83

Profit/(Loss) for the Year before Taxation -14375.41 -4465.58

Less: Provision for Taxation :

Current Tax - -

Deferred Tax - -

Wealth Tax 1.17 0.68

Tax in respect of earlier years - 2.88

1.17 3.56

Profit for the year (PAT) -14376.57 -4469.14

Exceptional Item (Advanced relatied to 5602.88 - discontinued project written off)

Profit transferred to Reserves & Surplus -19979.45 -4469.14

2. FINANCIAL HIGHLIGHTS

During the year under review, the net income of the Company has reduced to Rs. 15945.30 lacs as compared to Rs. 29259.92 lacs of previous year due to decline in sales. Loss after Tax for the financial year stood at Rs. 19979.45 lacs as against the Loss of Rs. 4469.14 lacs of previous year.

3. DIVIDEND

Your Directors have not recommended dividend for the year ended March 31,2014 considering the fund requirement for future business expansion.

4. EXPORT PERFORMANCE

Exports turnover has increased to Rs. 5,333.14 lacs for the year ended 31st March, 2014 as compared to Rs. 3,591.93 lacs of previous year.

5. LOCK-OUT AT KHOPOLI UNIT

On account of heavy losses incurred by way of loss of business due to global show down and anti dumping investigation and financial crunch, the management has declared lockout at its Khopoli unit in November, 2013.

6. NOTICE UNDER SECURITISATION & RECONSTRUTION OF FINANCIAL ASSETS AND ENFORCEMENT OF SECURITY INTEREST ACT, 2002 (SARFAESI)

Consortium of banks led by State Bank of India has taken action under Securitisation & Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 in Febuary 2014 and called upon the company to repay the amount of Rs. 193.19 crores towards the dues. Thereafter, the consortium of banks have taken symbolic possession on 29.05.2014 of the immovable assets at the Khopoli unit.

7. SUBSIDIARY COMPANY

During the year M/s Zenith Middle East FZE, wholly owned Subsidiary has been closed. A new wholly owned subsidiary, namely Zenith Middle East LLC has been incorporated on 27.11.2013 in Fujairah, UAE

The Accounts of the wholly owned subsidiary companies, M/s. Zenith (USA) Inc., and M/s. Zenith Middle East LLC 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, 1956

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 31,2014, 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.

8. 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.

9. 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.

10. 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. DIRECTORS

Appointment:

During the financial year 2013-14 following Directors were appointed:

Mr. Pushkar Natu w.e.f 24.07.2013, Mr Jignesh Mehta w.e.f. 14.08.2013 and Mr. Rubin Malkani w.e.f 28.11.2013

The Board has also appointed

(i) Mr. Ashish Mahendrakar as an Additional Director w.e.f. 14.08.2014 .He holds office of the Additional Director up to the ensuing Annual General Meeting of the Company. The Company has received notice from a shareholder of the company proposing the Candidature of Mr. Ashish Mahendrakar for the office of the Director.

(ii) Mr. Satish Vasant Jadhav as an Additional Director w.e.f. 14.08.2014. He holds office of the Additional Director upto the ensuing Annual General Meeting of the Company. The Company has received notice u/s160 of the Companies Act, 2013 from a shareholder of the company proposing the Candidature of Mr. Satish Vasant Jadhav for the office of the Independent Director. As per the provisions of the Companies Act, 2013, the independent directors are required to be appointed by shareholders and for a term upto five consecutive years and he shall not be liable to retire by rotation. Accordingly it is proposed to appont him as Independent Director for a term of five consecutive years from the ensuing Annual general Meeting.

(iii) Mr. Ameya Subhash Jagushte as an Additional Director w.e.f. 14.08.2014. He holds office of the Additional Director upto the ensuing Annual General Meeting of the Company. The Company has received notice u/s160 of the companies Act, 2013 from a shareholder of the company proposing the Candidature of Mr. Ameya Subhash Jagushte for the office of the Independent Director. As per the provisions of the Companies Act, 2013, the independent directors are required to be appointed by shareholders and for a term upto five consecutive years and he shall not be liable to retire by rotation. Accordingly it is proposed to appoint him as Independent Director for a term of five consecutive years from the ensuing Annual general Meeting.

Resignations:

Mr. Yashovardhan Birla, Mr. Pushkar Natu, Mr. Jignesh Mehta and Mr. Rubin Malkani have resigned on 14.08.2014.

13. KEY MANAGERIAL PERSONNEL

Mr. B. Girvanesh has been appointed as Chief Financial Officer w.e.f. 14.02.2014 Mr. Pushkar Natu has been appointed as Chief Executive Officer w.e.f. 14.08.2014

14. FIXED DEPOSITS

During the year under review, the Company has not invited fresh Fixed Deposits from its shareholders and general public. As on 31st March, 2014, the Company has fixed deposit of Rs. 3018.15 lacs.

The total number of depositors of the Company whose deposits have not been paid by the Company after the date on which the deposit became due for repayment : 4470.

The total amount due to depositors and remaining unpaid: Rs. 2237.19 lacs.

15. AUDITORS

a) Statutory Auditors:

The present tenure of M/s. Thakur Vaidyanath Aiyar & Co., Chartered Accountants, the Statutory Auditors of the Company is expiring at the conclusion of the ensuing Annual General Meeting.They are proposed to be re-appointed as Statutory Auditors of the Company from the Conclusion of the ensuing 52nd Annual General Meeting till the conclusion of the 57th Annual General Meeting of the Company, subject to the ratification of the appointment by the shareholders at every AGM held after the ensuing AGM in accordance with the provisions of section 139(2) of the Companies Act, 2013 and rules made there under.

As per the provisions of Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s. Thakur Vaidyanath Aiyar & Co, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under and they satisfy the criteria as stipulated under the provisions of Section 141 of the Companies Act, 2013. The Audit Committee and Board have reviewed their eligibility crtiteria, as laid doen under Section 141 of the Companies Act, 2013 and recommended their appointment as Statutory Auditors for the aforesaid period.

b) Internal Auditors:

The Company has appointed M/s. Samria & Co. Chartered Accountants as its Internal Auditors to carry out the Internal Audit of various operational Areas of the company.

c) Cost Auditors:

The Board of Directors at their Meeting held on 14th August, 2014, appointed M/s.Y. R. Doshi & Co. Cost Accountants as the Cost Auditor of the Company to conduct the audit of the Cost accounts maintained by the Company for the financial year 2014-15.

d) Secretarial Auditors :

As per provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company is required to appoint Secretarial Auditor to carry out Secretarial Audit of the Company. The Company has appointed M/s. Ragini Chokshi & Associates, Practising Company Secretaries as Secretarial Auditors of the Company for the F. Y 2014-15.

16. 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.

17. 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.

18. ACKNOWLEDGEMENTS

During the financial year under review Industrial Relations continued to remain cordial except lockout. 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

Place : Mumbai Ashish Mahendrakar Satish Jadhav Date : 14.08.2014 Director Director

---

Mar 31, 2012

The Directors have pleasure in presenting the Fiftieth Annual Report together with the Audited Statements of Accounts of your Company for the year ended 3Ist March, 20I2.

1. FINANCIAL RESULTS

(Rs. in lacs)

PARTICULARS Year ended Year ended 31.03.2012 3I.03.20II

Gross Income 52776.26 55036.98

Less : Excise Duty 4354.43 3958.46

Net Income 48421.83 5I078.52

Profit/(Loss) before Interest, Depreciation and Taxation 3936.55 437I.94

Interest and Finance Expenses 3164.36 2382.27

Profit/(Loss) before Depreciation and Taxation 772.19 I989.67

Depreciation 508.17 473.06

Profit/(Loss) for the Year before Taxation 264.02 I5I6.6I

Less: Provision for Taxation

Current Tax 50.00 502.74

Deferred Tax 59.53 (I4.58)

Wealth Tax 0.78 I.02

Tax in respect of earlier years - (60.99)

110.31 428.I9

Profit for the year (PAT) 153.71 I088.42

2. FINANCIAL HIGHLIGHTS

During the year under review, the net income of the Company has reduced to Rs. 48421.83 lacs as compared to Rs. 51078.52 lacs of previous year due to decline in sales. Profit after Tax for the financial year stood at Rs. 153.71 lacs as against Rs. 1088.42 lacs of previous year.

3. DIVIDEND

Your directors have not recommended dividend for the year ended 3Ist March, 20I2 considering the fund requirement for future business expansion.

4. EXPORT PERFORMANCE

Exports turnover reduced to Rs. 15188.01 lacs for the year ended 3Ist March, 2012 as compared to Rs. 25080.39 lacs of previous year.

5. 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 at such location as may be decided by Board.

6. 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, I956, forms part of this Annual Report.

PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2/2011 dated 8th February, 2011, has granted a general exemption from compliance with section 212 of the Companies Act, I956, 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' to financial statement forming part of the Annual Report. Consolidated Financial Statements of the Company and its subsidiaries for the year ended 31st March, 2012, 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.

7. 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.

8. 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.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, I956 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, I956 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.

10. COST AUDIT

As per the Order of the Central Government and in pursuance of section 233B of the Companies Act, 1956, your Company carries out an audit of its cost records.

The Ministry of Corporate Affairs (MCA) has introduced The Companies (Cost Audit Report) Rules, 2011 vide its notification no. GSR 430(E) dated 3rd June, 2011. These rules make it mandatory for industries to appoint a Cost Auditor within 90 days of the commencement of the financial year.

Based on the Audit Committee recommendations at its meeting held on 25th May, 2012, the Board has approved the appointment of M/S Y R. Doshi & Co., Cost Accountants as Cost Auditors for conducting Cost Audit for the Financial Year 2012-13, subject to approval of the Central Government.

The cost audit report for financial year end 31st March, 2012 will be filed with Central Government in due course.

-THE YASH BIRLA GROUP

11. AUDITOR'S REMARK

The Board of Directors' explanation to auditor's remark is as follows:

Auditor's Remark Director's explanation

In respect of compliance by the Company with the provisions The Company had changed its Registrar to the Fixed Deposit of Sections 58A and 58AA or any other relevant provisions scheme from Link In time India Private Limited (Link In time) of the Act and the Companies (Acceptance of Deposits) to Adroit Corporate Services Private Limited (Adroit) in the Rules, 1975, with regard to the deposits accepted from the month of January 2012. The Company thought it prudent public, we have to state that there has been a small delay in to change the Registrar due to better services and upgraded issue of Fixed Deposit Receipts to the extent of Rs. 78.16 soft wear used by Adroit as compared to Link In time. As lacs during January and February 2012 consequent to the adroit had to setup the Fixed Deposit system post shifting change in the Registrar of the Company. of the records from Link In time, there had been a small delay in issue of Fixed Deposit Receipt.

12. DIRECTORS

In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri D. V. Kapur and Shri A.P Kurias, Directors of the Company retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.

13. FIXED DEPOSITS

During the year under review, the Company has invited fresh Fixed Deposits from its shareholders and general public. As on 3Ist March, 2012, the Company has fixed deposit of Rs. 3319.84 Lacs. There are no un-paid deposits (other than un-claimed), payable as of 3Ist March, 2012. Also, there is no default in payment of interest and repayment of matured deposits.

14. 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 up to the conclusion of AGM for the financial year 2012-13 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(IB) of the Companies Act, I956.

15. 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.

16. 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.

17. 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

Place: Mumbai Yashovardhan Birla

Date: 13th August, 20I2 Chairman

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Mar 31, 2011

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

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Mar 31, 2010

The Directors have pleasure in presenting the Forty Eighth Annual Report together with the Audited Statements of Accounts of your Company for the year ended 31st March, 2010. The year 2010 marks the Golden Jubilee Year of the Company.

I. FINANCIAL RESULTS

(Rs. in lacs)

PARTICULARS Year ended Year ended 31.03.2010 31.03.2009

Gross Income 52862.15 64004.00

Less: Excise Duty 2376.78 4469.86

Net Income 50485.37 59534.14

Profit/(Loss) before Interest, Depreciation and Taxation 4422.97 4758.46

Interest and Finance Expenses 1900.30 2179.96

Profit/(Loss) before Depreciation and Taxation 2522.67 2578.50

Depreciation 526.04 501.46

Profit/(Loss) for the Year before Taxation 1996.63 2077.04

Less: Provision for Taxation :

Current Tax 613.70 235.33

Deferred Tax 204.60 275.78

Wealth Tax 1.32 0.77

Fringe Benefit tax -- 18.90

Profit After Tax (PAT) 1177.01 1546.26

Expenses in respect of earlier years -- (0-48)

Excess/(Short) provision of Current Tax for prior period 18.85 (8.30)

Profit After Tax (after prior period adjustments) 1195.86 1537.48

Balance of Profit & Loss Account as per last account 5638.40 4382.22 Less:

Net surplus for the year ended 31st March, 2009, transferred to Birla Precision Technologies Limited on account of demerger of Tool Division (375.57) -

Adjusted on account of demerger of Tool Division as per the Scheme of Arrangement approved (2068.55) -

Difference in the book value of assets transferred on account of amalgamation of Tungabhadra 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 Tungabhadra Holdings Pvt Ltd as per Scheme of Arrangement (27.20) -

3868.23 5919.70

Appropriation:

Transferred to General Reserve 89.69 -

Proposed Equity Dividend 2162.00 240.44

Tax on Proposed Equity Dividend 359.08 40.86

Balance carried to Balance Sheet 1257.46 5638.40

3868.23 5919.70

2. SCHEME OF ARRANGEMENT

The Scheme of Arrangement between the Company, Birla Precision Technologies Ltd, Tungabhadra Holdings Private Limited and their respective shareholders has been sanctioned by the Honble High Court of Bombay on 8th January, 2010. According to the Scheme, the Tooling Business of the Company has been demerged from the Company and merged with Birla Precision Technologies Ltd. Further, Tungabhadra Holdings Private Limited has been amalgamated with the Company.

In consideration of the transfer and vesting of the undertakings of Tungabhadra Holdings Private Limited in the Company, the Company has allotted 1,36,70,315 equity of Rs. 10/- each to the shareholders of Tungabhadra Holdings Private Limited in the ratio of 19 (nineteen) equity share of the face value of Rs. 10/- each of the Company for every 7 (seven) equity shares of the face value of Rs. 10/- each held in Tungabhadra Holdings Private Limited.

Birla Precision Technologies Limited in consideration for the transfer of and vesting of the assets and liabilities of the Tooling Business of Company, has allotted to the members of the Company, 2 (Two) Equity share of the face value of Rs. 21- each credited as fully paid up of Birla Precision Technologies Limited, for every 5 (five) Equity shares of the face value of Rs. 10/- each credited as fully paid up held in the Company.

3. DIVIDEND

Your Directors have pleasure in recommending a dividend of Rs.2/-per share, which includes Rs. 1.40 per share as special dividend, for commemorating the Companys Golden Jubilee Year. The total dividend for the year on the expanded Share Capital of the Company, as on date, amounts to Rs.2162.00 lacs.

4. FINANCIAL HIGHLIGHTS

During the year under review, the net income of the Company has decreased to Rs. 50485.37 lacs as compared to Rs. 59534.14 lacs of previous year Profit after Tax (after prior period adjustments) for the financial year stood at Rs. 1195.86 lacs as against Rs. 1537.48 lacs of previous year.

The decrease in net income and profit of the Company during the year under review was mainly due to the demerger of Tooling Business of the Company.

5. ISSUE OF GLOBAL DEPOSITORY RECEIPTS

The Company has allotted 18,11,902 Global Depository Receipts on 28th May, 2010 representing 54,357,060 underlying Equity Shares of Rs. 10/- each (offering at Rs 19.10 each) at an offer price of USD 12.69 per Global Depositary Receipt aggregating to USD 23 million equivalent to Rs. 103.82 crores.

6. BONUS ISSUE

The Board of Directors in their meeting held on 24th June, 2010 has recommended a bonus issue of 1:5, i.e. one equity share of face value of Rs. 10/- each for every five equity share of face value of Rs. 10/- each held in the Company. The bonus issue is subject to approval of the shareholders in the ensuing Annual General Meeting.

7. EXPORT PERFORMANCE

Exports turnover stood at Rs. 19822.03 lacs for the year ended 31st March, 2010 as compared to Rs. 25166.99 lacs of previous year.

8. SUBSIDIARY COMPANY

The Accounts for 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.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of clause 49 of the Listing Agreement entered 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 Section 217 (2AA) of the Companies Act 1956, the Directors of the Company confirm that:-

1. In the preparation of annual accounts, applicable Accounting Standards have been followed.

2. The Directors had selected such accounting polices 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 period and of the profit or loss for the period.

3. The Directors have 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 & other irregularities.

4. . The Directors have prepared 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 31 st March 2010 will be submitted to the Central Government in due course.

13. AUDITORS REMARKS

The Notes to the Accounts 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:

S. Auditors qualification Directors explanation

1. The Company is maintaining proper Tarapur and Murbad divisions records showing particulars including pertains to erstwhile M/s. quantitative details and situation of Tungabhadra Holdings Private fixed assets, However, in respect of Limited which has been the Companys Tungabhadra Divisions at amalgamated withthe Company Tarapur and Murbad, the fixedhash asset during the year under review. records are in the process of The Company is in the process being updated. of updating the fixed assets records of Tarapur and Murbad division and will complete the same at the earliest.

2. The fixed assets are physically verified by the management according Tarapur and Murbad division to a phased programmedesigned to cover pertains to erstwhile M/s. all the items over a period of three Tungabhadra Holdings Private years, which in our opinion, is Limited which has been reasonable having regard to the amalgamated with the Company size of the Company and the nature of during the year under review. its assets. Pursuant to the programme. The Company is in the process a portion of the fixed assets has been of updating the fixed asset physically verified by the management records of tarapur and Murbad during the year and no material division and Will complete discrepancies between the book records the the same at tne earliest. and the physical inventory has been noticed, except in the case of Companys Tungabhadra Divisions at Tarapur and Murbad, where the comparisons will be made once the records are completed.

14. DIRECTORS

In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Augustine R Kurias, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and is eligible for reappointment.

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, 2010, the Company has fixed deposit of Rs. 1209.92 Lacs. There are no un-paid deposits (other than un-claimed), payable as of 31st March 2010. Also, there is no default in payment of interest and repayment of matured deposits.

16. AUDITORS

M/s. Dalai & Shah, Chartered Accountants, auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s. Dalal & Shah, Chartered Accountants, expressing their unwillingness to be re-appointed as Auditors.

Based on the recommendation of the Audit Committee, the Board of Directors proposes the appointment of M/s. Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting.

M/s. Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, have expressed their willingness to act as Statutory Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224( IB) 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. 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. In the Golden Jubilee Year of the Company, the 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 Government 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

Place: Mumbai Yash Birla

Date: 24th June, 2010 Chairman