The Members of
 
 PSL Limited
 
 The Directors have pleasure in presenting this Annual Report of the
 Company together with the Audited Statements of Accounts for the
 Financial Year ended on 31st March 2011.
 
 FINANCIAL PERFORMANCE
 
 The summary of the Company''s Financial Results on Stand alone basis for
 the year ended on 31st March, 2011 and appropriation of divisible
 profits is given below :- 
 
                                                       (Rs. in Crores)
 
 Particulars                    Current Year              Previous Year
 
 Sales                               2578.67                    2761.52
 
 Other Income                          91.22                      49.13
 
 Total Income                        2669.89                    2810.65
 
 Add/Less : 
 Change in Stock                     -659.31                     -29.58
 
 Total                               2010.58                    2781.07
 
 Net Profit before 
 depreciation
 and interest was                     362.95                     292.63
 
 After deducting 
 interest and 
 depreciation of                      258.24                     175.33
 
 The profit for 
 the year before
 Taxation Provisions 
 amounted to                          104.71                     117.30
 
 From which is 
 deducted a
 Taxation 
 Provision of                          29.00                      29.00
 
 Leaving thereby a 
 Net Profit of                         75.71                      88.30
 
 Which your directors 
 have recommended to 
 be appropriated as 
 follows :-
 
 a) Transfer to General          7.57                       8.83
 Reserves
 
 b) Dividend Payment
 
 (i) Interim        10.66                      NIL
 
 Add : Tax           1.77 12.43                NIL    NIL
 
 (ii) Final 
 (Proposed)         10.67                    21.32
 
 Add : Tax 
 (Proposed)          1.73 12.40 24.83         3.54  24.86  24.86
 
 c) Prior year 
 payments                        1.63  34.03                2.85  36.54
 
 Thereby leaving 
 a balance of
 for carrying over 
 to next year''s 
 account                               41.68                      51.76
 
 PERFORMANCE HIGHLIGHTS
 
 1.  During the Year Under Review
 
 Your Directors are happy to report that while the Indian economy was
 still trying to come out from the adverse effects of recessionary
 trends, which affected the whole world in turn affecting the top line
 of many of the Indian Companies, your Company''s Total Income stood at
 Rs.2669.89 Crores, which almost equalled the Company''s income in the
 previous year. Moreover, in spite of absence of any growth in the
 turnover, Net Profit before Depreciation and Interest registered an
 impressive growth of 24%. However, consequent upon the charge of higher
 depreciation to Profit & Loss Account due to wider Capital goods base,
 the Net Profit before Tax did decrease marginally from Rs. 117.30
 Crores in the previous year to Rs. 104.71 Crores during the year under
 review.
 
 2.  For the Year Under Review
 
 a) As a direct result of decline of Profit before Tax during the year,
 the General Reserve Account is proposed to be credited with Rs. 7.57
 Crores, which is lesser than the amount of credit accorded in the
 previous Financial Year.
 
 b) Due to similar reason as above, the Credit Balance of Profit & Loss
 Account proposed to be carried to Balance Sheet is Rs. 41.68 Crores,
 which is lesser than similar balance credited in the previous year.
 
 c) Keeping in view the interest of the investors of the Company and to
 abide by Long Term Dividend Policy of the Company, in addition to an
 Interim Dividend of Rs. 2.00 per share already paid by the Company in
 March 2011, the Board has recommended further payment of Rs. 2.00 per
 share as Final Dividend also. If the members approve the said
 recommendation in the forthcoming Annual General Meeting, the aggregate
 dividend for the Financial Year 2010-11 would be Rs. 4.00 per share
 working out to a 40% Dividend Payout Ratio.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 As stipulated by Clause 32 of the Listing Agreement executed by the
 Company with the Stock Exchanges, the consolidated financial statements
 have been prepared by the Company in accordance with the applicable
 accounting standards issued by the Institute of Chartered Accountants
 of India. The Audited Consolidated Financial Statements together with
 Auditors'' Report form part of this Annual Report.
 
 As is evident from the aforesaid Audited Consolidated Financial
 Statements, the Consolidated Turnover of the Company was recorded at
 Rs. 3222.29 Crores, which was 19% lower than that recorded in the
 previous year. While your Directors are concerned about such reduction
 in the Consolidated Turnover, the situation could not be helped as both
 US & UAE economies where Company''s International Operations are
 located, continued to suffer from the after effects of unprecedented
 global recession in general and the adverse impact of US Government''s
 Oil Policy after the major oil leak in Gulf of Mexico in particular.
 
 OPERATIONAL ACHIEVEMENTS
 
 The Company has, over the course of the Financial Year, achieved a
 number of milestones in spite of facing a difficult and complex
 business and operating environment.
 
 STATUS OF DOMESTIC FRONT
 
 Several delays in implementation and expansion of the natural gas grid
 coupled with deteriorating macro-sector business conditions in terms of
 raw material, inflation and interest rate enhancement, have adversely
 impacted Indian businesses operating within the pipeline sector.
 
 (Your Company has seized the opportunity to position itself
 competitively vis-a-vis these developments by initiating the process of
 related diversification within the pipeline field, thereby yielding the
 prospect of considerable synergies in the years to come.)
 
 Despite these difficulties, your Company has managed to complete a host
 of projects on time and within budget. It has also had the privilege to
 be part of the growth story in terms of the country''s water sector
 developments. The brief list of Oil and Gas and Water projects
 successfully completed during the course of the year under review is
 produced here under :
 
 Major Projects executed in the Financial Year 2010-11
 
 Sr.  Particulars                                          Agreegate 
                                                              Value
 
 No.                                                    (Rs. in Crores)
 
 1.  GAIL''s Dahej-Vijaipur Pipeline Project                    624
 
 2.  GAIL''s Bawana Nangal Pipeline Project                     169
 
 3.  Saipem Jetty Project Sohar Port                           109
 
 4.  GAIL''s Kochi-Koottanad-Bangalore-Mangalore                 31 
     Pipeline Project
 
 5.  BWSSB Project - Water                                     130
 
 6.  L & T No. 24 Gujarat                                       74
 
 7.  Hogennakkal - IVRCL / Nagarjuna                            64
 
 8.  IOCL''s Integrated Offshore Crude Handling                  33 
     Facilities at Paradip
 
 Total                                                        1234
 
 In this 25th year of operation, your Company stands as an example of
 progress in the field of nation building and infrastructure
 development.
 
 PROGRESS ON OVERSEAS FRONT
 
 a) North America Project
 
 Upon successful completion of its maiden order within the continental
 United States, as indicated in last year''s Annual Report, PSL North
 America LLC has commenced efforts to enhance its reach within the North
 American gas pipeline markets and also the water and structural pipe
 segments of the North American market. In spite of adverse business
 condition coupled with a depressed natural gas price environment, PSL
 North America has successfully secured and executed several smaller
 pipeline projects and is well positioned, at the time of this report,
 for securing two major gas pipeline projects where its bids have been
 evaluated and found competitive.
 
 PSL North America''s quality record has been appreciated in view of the
 fact that ''zero'' failures have occurred under field hydro-testing
 conditions of its supplied pipes. This is despite an extremely
 stringent quality assurance and testing procedure imposed on United
 States pipeline projects by PHMSA (Pipeline and Hazardous Materials
 Safety Administration).
 
 Prospects of an improvement in the natural gas pipeline industry
 segment within the North American market are bright because of the new
 development ''Shale Gas'' discoveries. This newly developing component of
 the natural gas industry is likely to provide a growth impetus to pipe
 manufacturers within the continental USA.
 
 B) UAE Project
 
 Your Company''s associate in the UAE – PSL FZE has seen a veritable
 turnaround in market prospects in the Middle East over the past year,
 culminating in securing its single largest order from the Saudi Saline
 Water Commission for high grade steel pipe amounting to approximately
 US$ 80 Million in value. To cater to this enhanced demand, the Company
 has decided to enhance its capacity and prepare to meet related demands
 from Middle East and North African clients in the coming years.
 
 The Company is active in providing anti-corrosion and negative buoyancy
 services to the offshore pipe industry in the gulf which has seen a
 strong revival with both gas and oil offshore construction being
 stimulated by prevailing higher crude oil prices.
 
 APPROPRIATIONS
 
 Dividend
 
 Adhering to its earlier practice, your Company declared an interim
 dividend of Rs. 2.00 per Equity Share in February, 2011.  Taking into
 account the financial results for the year under review, your Directors
 are pleased to recommend a final dividend of Rs. 2.00/- per equity
 share of Rs. 10/- each on all fully paid up equity shares in addition
 to the Interim Dividend of Rs. 2.00 per share paid earlier. Thus the
 total dividend for the Financial Year 2010-11 would work out to Rs.
 4.00/- per equity share. With this your Company would complete
 sixteenth successive year of payment of dividend ever since its Public
 Issue in February, 1995
 
 Transfer to Reserves
 
 The Board has recommended a transfer of Rs. 7.57 Crores to the general
 reserve as a result of which the accumulated reserves as on 31st March,
 2011 would amount to Rs. 65.14 Crores.  Similarly after retaining Rs.
 41.68 Crores in the Profit and loss account for the year under review,
 the accumulated credit Balance in the Profit and Loss Account appearing
 in the Balance Sheet is Rs. 339.27 Crores.
 
 ANNUAL ACCOUNTS OF SUBSIDIARY COMPANIES
 
 As the Government of India, Ministry of Corporate Affairs has vide its
 General circular no. 2/2011 dated 8th February, 2011 has exempted
 Companies having subsidiaries from attaching certain financial
 documents pertaining to such subsidiaries with the Balance Sheet of the
 holding Company subject to compliance of few prescribed conditions.
 Your Company, keeping in view the eco-friendly measure, has decided to
 comply with said circular. Accordingly, your board of directors had in
 its meeting held on 24th June, 2011 passed a Resolution giving its
 consent for not attaching Balance Sheet of various subsidiaries of the
 Company. However, the consolidated financial statement of holding
 Company and all subsidiaries prepared in strict compliance with
 applicable accounting standards duly audited by its Statutory Auditors
 are presented in this Annual Report. Further, the consolidated
 statement giving therein the prescribed information for each subsidiary
 has also been included in this Annual Report.
 
 The Company will also make available the Annual Accounts of the
 Subsidiary companies and the related detailed information to any member
 of the Company who may be interested in obtaining the same. The annual
 accounts of the subsidiary companies will also be kept for inspection
 at the Registered Office of the Company and at the Corporate Office of
 the respective subsidiary companies.
 
 DIRECTORATE
 
 In terms of provisions of Section 256 of Companies Act, 1956 Shri M. M.
 Mathur, Shri Alok Punj, Shri Prakash Vinayak Apte, Shri N.C. Sharma,
 and Shri Ashok Sharma, Directors shall retire by rotation and being
 eligible, offer themselves for reappointment at the ensuing Annual
 General Meeting. In Compliance of Clause 49 (IV) (G ) of the Listing
 Agreement a brief resume of the said Directors is annexed to the notice
 to enable members to consider their re-appointment.
 
 Shri G.S. Sauhta, a Whole Time Director of the Company after having put
 in a dedicated service of more than 38 years/ 24 years with the Group/
 Company, has submitted his resignation effective 31st August, 2011. The
 Board while accepting his resignation has recorded its deep
 appreciation for the valuable service rendered by Shri G.S. Sauhta
 during the long tenure that Shri Sauhta was associated for.
 
 STATUTORY COMPLIANCES
 
 1.  The Company Secretary as Compliance Officer ensures timely
 compliance of SEBI regulations, applicable law, rules and regulations
 and provisions of listing Agreement.  He also responds to different
 type of grievances and queries including the ones related to dividend
 of shareholders.
 
 2.  In compliance of Clause 32 of the listing agreement executed by the
 Company with the different Stock Exchanges the Cash Flow Statement in
 the format prescribed by SEBI is annexed to this report.
 
 3.  In compliance of Clause 32 of the Listing Agreement and Accounting
 Standard AS-21 on consolidated financial statement your Directors have
 pleasure in attaching the Consolidated Financial Statements, which
 forms part of the Annual Report and Accounts.
 
 4.  In compliance of Clause 49 VI (ii) of the Listing Agreement,
 Quarterly Compliance Report in the prescribed format is regularly sent
 to Stock Exchanges.
 
 5.  In accordance with statutory obligation, Secretarial Audit is done
 on quarterly basis to reconcile the total admitted capital with the two
 depositories in the country namely National Securities Depository
 Limited (NSDL) & Central Depository Services limited (CDSL) and the
 total issued and listed capital. Audit Reports furnished to this effect
 by a Practicing Company Secretary appointed for the purpose have been
 regularly submitted to the various Stock exchanges with which the
 Company''s shares are listed.
 
 INTERNAL CONTROL AND ADEQUACY
 
 Your Company is well aware of the advantages of an effective Control
 System in the Company. Accordingly, a separate Internal Audit
 Department headed by a Senior Person, who is a qualified Cost
 Accountant, has been set up. This Department carryout the Internal
 Audit of Accounts of different branches and critically analyse the same
 after which a Consolidated Internal Audit Report is placed before the
 Audit Committee in its every quarterly meeting for detailed
 deliberations on the same.
 
 The team of Statutory Auditors being an External Body achieves adequate
 effectivity of its extensive Audit due to support of the Company''s
 Internal Audit Department. Both Statutory as well as Internal Auditor
 are regularly invited at the Audit Committee Meetings wherein more
 light is thrown on the regular Internal Audit checks carried out to
 ensure that the responsibilities given to different Senior Officers of
 the Company across all plants are executed effectively with an overall
 objective that the Company''s assets are safe guarded and protected
 against losses from unauthorized use or disposal.
 
 CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Your Company reaffirms its commitment to the good corporate governance
 practices and adheres to the standards set out by the Securities
 Exchange Board of India. As required by Clause 49 of the Listing
 Agreement executed by your Company with National and Bombay Stock
 Exchanges, a report on Corporate Governance, a separate Management
 Discussion and Analysis
 
 Report and Auditors'' Certificate regarding compliance of conditions of
 Corporate Governance forms part of this Annual Report.
 
 BOARD COMMITTEES
 
 Since over the years the activities of the Company have increased
 manifold, various important decisions are required to be taken at short
 notices. As convening of regular meetings of Board comprising of
 eminent individuals located not only in different cities of the country
 but even abroad becomes costly and time consuming, the Board in its
 wisdom discharges many of its statutory and administrative
 responsibilities through Standing and Non-standing Committees
 constituted from time to time.
 
 While the following five Standing Committees with a defined mandate
 given to them are permanent in nature, various Non- standing Committees
 are constituted for dealing with specific assignments. Therefore their
 term automatically lapses after the assignment in question is completed
 :- 
 
 1.  Audit Committee
 
 2.  Committee of Directors
 
 3.  Remuneration Committee
 
 4.  Shareholders''/ Investors'' Grievance Committee
 
 5.  Share Transfer Committee
 
 Meetings of these Committees were held periodically wherein certain
 important decisions in accordance with their respective mandates were
 taken which were thereafter ratified by the Board.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the provisions contained in Section 217 (2AA) of the
 Companies Act, 1956 with respect to Directors Responsibility Statement,
 it is hereby confirmed that:
 
 - In the preparation of annual accounts of the year under review the
 applicable accounting standards were followed
 
 - The accounting policies in consultation with Statutory Auditors are
 applied consistently to give a true and fair view of the state of
 affairs of the Company at the end of Financial Year under review and
 Profit & Loss Account of the period under report.
 
 - Proper and sufficient care has been taken for maintenance of adequate
 accounting records and for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities.
 
 - The Annual Accounts have been prepared on a going concern basis.
 
 AUDITORS
 
 M/s. Suresh C. Mathur & Co., Chartered Accountants, Auditors of the
 Company retire at the ensuing Annual General Meeting.  They have
 offered themselves for re-appointment for which they are eligible. The
 Company has received a Certificate from the retiring Auditors to the
 effect that the appointment, if made will be in accordance with the
 limit specified in Section 224 (1B) of the Companies Act, 1956.
 
 AUDITORS'' REPORT
 
 The notes to the accounts referred to in Auditors'' Report are
 self-explanatory and therefore do not call for any further comments.
 
 COST AUDITORS
 
 In pursuance of Section 233B of the Companies Act, 1956 and an Order
 no. F.No.52/26/CAB-2010 dated 03.05.2011 issued by Cost Audit Branch,
 Ministry of Corporate Affairs; your Directors have appointed Mr. V.V.
 Deodhar, a practicing Cost Accountant as a Cost Auditor to conduct the
 Cost Audit of Steel Pipe Products for the financial year 2011-12. The
 said appointment has been approved by the Central Government.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The particulars as prescribed by sub-section (1) (e) of Section 217 of
 the Companies Act, 1956 read with Companies (Disclosure of particulars
 in the Report of Board of Directors) Rules, 1988, regarding
 conservation of energy, technology absorption and foreign exchange
 earnings and outgo are given in the Annexure forming part of this
 Report.
 
 PARTICULARS OF EMPLOYEES
 
 In compliance of Section 219(1)(b)(iv) of Companies Act, 1956 this
 report is being sent to the shareholders of the Company without
 containing therein the information in accordance with Sub-section 2A of
 Section 217 of the Companies Act, 1956 read with Companies (Particulars
 of Employees) Rules, 1975.  However, since the said particulars will be
 made available at the Registered Office of the Company w.e.f 1st
 September, 2011, the members desirous of obtaining such particulars may
 write to the Director & Company Secretary of the Company at its
 Registered Office.
 
 ACKNOWLEDGEMENTS
 
 Your Directors express their gratitude to the Company''s various
 Customers across the globe, Suppliers, Government Authorities,
 Financial Institutions, Foreign Institutional Investors, Bankers,
 Solicitors, Auditors & Shareholders for their on-going co- operation
 and support.
 
 Your Directors also place on record their appreciation for the
 dedication and hard work put in by the PSL Team comprising of Officers
 and Staff Members at all level which has enabled the Company to surge
 ahead in these challenging times.
 
                            For and on behalf of the Board of Directors
 
                                                            PSL Limited
 
                                    Sd/-                 Sd/-
 
                                (ALOK PUNJ)          (ASHOK PUNJ)
 
                                 Director          Managing Director
 
 Place : Mumbai
 
 Date : 15th July, 2011