To The Members of PSL Limited
 
 The Directors have pleasure in presenting this 24th Annual Report of
 the Company together with the Audited Statements of Accounts for the
 Financial Year ended 31st March 2012.
 
 FINANCIAL RESULTS
 
 The highlights of your Company''s standalone Financial Results for the
 year ended on 31st March, 2012 and appropriation of divisible profits
 is given below:-
 
                                                          (Rs. in Crores)
 
 Particulars          Current Year (2011-12)    Previous Year (2010-11)
 
 Net Sales                          2277.94                    2496.21
 
 Other Income                         13.05                      34.22
 
 Total                              2290.99                    2530.43
 
 Profit before 
 depreciation 
 and finance
 cost is                             432.60                     413.29
 
 After deducting 
 depreciation and
 
 finance cost of                     362.94                     308.63
 
 The profit for the 
 year before Taxation
 
 Provisions is                        69.66                     104.66
 
 From which is 
 deducted Taxation
 
 Provision of                         15.50                      29.00
 
 Thereby leaving a 
 Net Profit of                        54.16                      75.66
 
 Which your directors 
 have recommended to 
 be appropriated as 
 follows :-
 
 a) Transfer to General 
    Reserves                 5.42                       7.57
 
 b) Proposed Dividend       24.78                      24.83
 
 c) Prior year payments      5.57     35.77             1.63     34.03 
 
 Thereby leaving a 
 balance of                           18.39            41.63 
 for  carrying over to 
 next year''s A/c
 
 PERFORMANCE HIGHLIGHTS (A) STANDALONE FINANCIAL STATEMENTS
 
 1.  During the Year Under Review
 
 During the year, Indian economy witnessed various issues such as slower
 growth, high inflation, uncertain political environment and strong
 forex volatility. In spite of such adverse external environment an
 aggregate income of Rs.2290.99 Crores was generated which was merely 9%
 lower than that of previous financial year when the economy did not
 suffer from all such adverse factors in one single year.
 
 The Profit before depreciation and finance cost stood at Rs. 432.60
 Crores as against Rs. 413.29 Crores in previous year thereby registering
 a growth of 4.7 %. However, the Net Profit before and after Tax stood
 at Rs. 69.66 Crores and Rs. 54.16 Crores during the year under review
 respectively against Rs. 104.66 Crores and Rs.75.66 Crores in the previous
 year.
 
 2.  For the Year Under Review
 
 a) Due to decline in Profit before Tax during the year, the amount of Rs.
 5.42 Crores proposed to be transferred to the General Reserve Account
 is lesser than that transferred in the previous year.
 
 b) Due to similar reason as stated above, the credit balance of Profit
 & Loss Account proposed to be carried to Balance Sheet is Rs. 18.39
 Crores, which is lesser than that of previous year balance.
 
 c) In addition to an Interim Dividend of Rs. 2.00 per share paid by the
 Company, the board has also recommended payment of Rs. 2.00 per share as
 final dividend, thereby aggregating to a total dividend of Rs. 4/- per
 share for the financial year 2011-12.
 
 (B) CONSOLIDATED FINANCIAL STATEMENTS
 
 During the year under review, the consolidated Profit (before
 depreciation and finance cost) stood at Rs. 502.46 Crores as compared to
 Rs. 440.23 Crores in the previous year. The Net Profit before and after
 Tax stood at Rs. 62.77 Crores and Rs. 44.47 Crores respectively during the
 year under review as against Rs. 87.23 Crores and Rs. 52.39 Crores
 respectively in the previous year.
 
 SUBSIDIARY COMPANIES
 
 Your Company has seven subsidiary companies as detailed below:
 
 1.  PSL Corrosion Control Services Limited
 
 2.  PSL USA Inc
 
 3.  PSL North America LLC
 
 4.  Pipeline Systems Limited
 
 5.  PSL FZE
 
 6.  PSL Gas Distribution Private Limited
 
 7.  PSL Infrastructure and Ports Private Limited
 
 In accordance with the provisions of Section 212 of the Companies Act
 1956, your Company is required to attach the Directors'' Report,
 Auditors Report, Balance Sheet and Statement of Profit and Loss Account
 of the subsidiary companies to the Balance Sheet of the company.
 However, the Ministry of Corporate Affairs vide its General Circular
 No. 2/2011 dated 8th February, 2011 has granted a General exemption
 under Section 212(8) of the Companies Act, 1956 to all the companies
 from annexing annual accounts and other documents of subsidiary
 companies with the Annual Report of Holding Company subject to
 compliance of few prescribed conditions. As your Company complies with
 all the conditions as specified in the said circular and your Board of
 Directors had in its meeting held on 1st August, 2012 passed a
 Resolution giving its consent for not attaching Balance Sheet and other
 documents of its various Subsidiary Companies, a statement of the
 Company''s interest in the Subsidiaries and a summary of the financials
 of the Subsidiaries is given along with the consolidated accounts.
 
 The Annual Accounts of the Subsidiary Companies and other related
 detailed information will be made available 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
 during the business hours at the Registered Office as well as at Legal
 & Secretarial Office of the company.
 
 IMPORTANT OPERATIONAL ACHIEVEMENTS
 
 Members are aware that amongst various pipe manufacturers in the
 country, your Company is the only one which has attached adequate
 importance to establish its pipe manufacturing facilities at various
 strategic locations of the country. Such decision taken in the past has
 indeed proved fruitful since a manufacturing capacity in the vicinity
 of the major pipeline projects as and when they arise, definitely helps
 in substantially saving on account of transportation cost thereby
 directly reducing the overall project cost, hence this factor gets more
 weightage in the minds of prospective customers. This benefits not only
 your Company, but also facilitates timely execution of major pipeline
 projects by reducing logistic difficulties and complexities in turn
 pleasing the owner companies.
 
 PRESTIGIOUS ORDER FROM INDIAN OIL CORPORATION LIMITED
 
 As stated above the strategic location advantage of your Company''s
 Jaipur Pipe Mill directly benefited the Company when Indian Oil
 Corporation Limited recently awarded a very prestigious order for
 DE-BOTTLENECKING OF SALAYA- MATHURA PIPELINE. This order to the
 Company further proves, Company''s planned development across the
 country as it demonstrate that proximity of pipe manufacturing to
 required delivery point is a key advantage both financially and in
 terms of logistic in the pipe supply business.
 
 Having secured this prestigious order, your Company, in the shortest
 possible time, enhanced the production capacity at its Jaipur Pipe Mill
 from the previous levels of 150,000 MT per annum to 300,000 MT per
 annum, effectively doubling the capacity.
 
 In addition, specialized coating facilities for Oil and Gas Pipelines
 were also installed and the whole unit obtained the requisite approval
 from Indian Oil Corporation Limited and other agencies to supply a
 portion of SALAYA-MATHURA PIPELINE order.
 
 NEW FACILITY FOR THREE LAYER COATING ON LARGE DIAMETER PIPES
 
 Continuing to set a pioneering pace, your Company, having secured large
 supply orders for water pipeline in the state of Gujarat, became the
 first manufacturer in India and amongst a handful worldwide, to
 undertake specialized three Layer Polyethylene Coating application on
 steel pipes having diameter upto 100.
 
 The specialized facility was deployed and commissioned in a record time
 to meet client''s requirement for the Gujarat Water & Irrigation Board,
 which had laid down this challenging specification which your Company
 was the first to respond to and achieve success in.
 
 PERFORMANCE OF SUBSIDIARY COMPANIES 1.  ON DOMESTIC FRONT
 
 (i) PSL CORROSION CONTROL SERVICES LTD. - an Indian Company
 
 PSL Corrosion Control Services Ltd. Operates through its various
 divisions such as Rebar Coating Division, Corrugated Steel Plate Bridge
 Division, Steel Structure Division etc.
 
 The corrosion resistance FBE coated bars provided by the Company meets
 all international standards on the subject thereby directly
 contributing in country''s efforts in developing its infrastructure
 sector. During the year under review, the Company could bag prestigious
 orders for providing FBE Coating to the Steel Bars for usage in various
 infrastructure projects of reputed Companies like ONGC, L&T, Navy, Tata
 Projects Ltd., CIDCO etc.
 
 The division of manufacturing steel plate bridges has commenced its
 operations in India very recently. The division completed the FIRST
 ever Corrugated Steel Plate Bridge in India at Jawahar, by Govt. of
 Maharashtra. The project was successfully completed with the help of
 our collaboration with M/s Fixon, Korea in 21 days.
 
 Another division of the Company namely Steel Structure Division was
 fortunate enough to bag an order from Reliance Group for constructing a
 Reliance Retail Mall at Ring Road in Rajkot, Gujarat. This division by
 using circular steel columns could complete this first steel structure
 mall in a record time of four months.
 
 PSL Corrosion Control Services Ltd. is confident that with state of the
 art technologies that it uses in all its aforesaid three divisions, it
 will be in a position to bag more prestigious order for each of these
 three divisions in the Current Financial Year.
 
 2.  ON INTERNATIONAL FRONT
 
 (i) PSL FZE - a UAE based company.
 
 Your Company''s subsidiary PSL FZE, in a systematic and time bound
 manner, doubled its pipe manufacturing capacity during the course of
 the year under review, taking it from 75,000 MT per annum to 150,000 MT
 per annum.
 
 The project was successfully commissioned and the additional capacity
 has been deployed in serving the customer''s pipe requirement in
 neighboring Saudi Arabia.
 
 (ii) PSL NORTH AMERICA LLC - a US based company.
 
 Your Company''s subsidiary in the U.S. M/s PSL North America LLC
 enhanced its pipe manufacturing capacity by adding a specialized module
 of 75,000 MT per annum capacity enabling the facility to produce pipes
 for structural application, as well as extra large diameter pipe for
 up to 110 diameter as opposed to its earlier limitation of 60 diameter
 maximum.
 
 This important development will enable your subsidiary to serve the
 needs of the rapidly increasing water pipeline sector in the region.
 
 APPROPRIATIONS DIVIDEND
 
 In addition to an Interim Dividend of Rs. 2.00 per equity share paid by
 the Company in April, 2012, your Directors are now pleased to recommend
 a final dividend of Rs. 2.00 per equity share of Rs. 10 /- each on all
 fully paid up equity shares. If approved by the Members the total
 dividend for the Financial Year 2011-12 amounting to Rs. 4.00/- per
 equity share would work out to 40% dividend generally not witnessed,
 particularly, during such Financial Year when the country''s economy is
 struggling hard to maintain its various parameters.
 
 After declaration of the said final dividend, your Company would
 complete seventeen successive years of payment of dividend ever since
 its Public Issue in February, 1995.
 
 TRANSFER TO RESERVES
 
 In accordance with the Companies (Transfer of Profits to Reserves)
 Rules, 1975, your Directors have recommended transfer of a sum of Rs.
 5.42 Crores to the General Reserve A/c.  As a result the accumulated
 reserves as on 31st March, 2012 would amount to Rs. 70.55 Crores.
 Similarly after retaining Rs. 18.41 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 as on 31st March, 2012
 has aggregated to Rs. 35.76 Crores.
 
 DIRECTORATE
 
 During the year under review, Shri G.S.Sauhta, a Senior Director of our
 company submitted his resignation after completing 24 years of
 distinguished service in the Company out of a total of 38 years service
 to the group.
 
 Your Board placed on record its very deep appreciation for a very
 useful role played by Shri Sauhta in the gradual growth of company in
 his tenure.
 
 In accordance with the provisions of Section 256 of Companies Act, 1956
 and Article 91 & 92 of the Articles of Association of your Company,
 Shri Harry H. Shourie, Shri D.N. Sehgal, Shri R.K. Bahri, Shri S.P
 Bhatia & Shri C.K. Goel, Directors of your Company retire by rotation
 and being eligible, offer themselves for reappointment at the ensuing
 Annual General Meeting.
 
 The Five Year term of Shri Gehani who was appointed w.e.f.  31st July,
 2007 at 19th Annual General Meeting expired in July, 2012 as the Board
 has recommended his reappointment for further period of 5 years. The
 Shareholders at the ensuing Annual General Meeting would be requested
 to consider the said reappointment of Shri G. Gehani.
 
 In Compliance of Clause 49 (IV) (G) of the Listing Agreement, a brief
 resume of the aforesaid five Directors eligible for re-appointment as
 well as that of Shri G. Gehani (to be considered for re-appointment as
 Whole-time Director) is annexed to the notice to enable the
 shareholders to consider their re-appointment.
 
 STATUTORY COMPLIANCES
 
 1.  The Company Secretary as Compliance Officer of Company appointed in
 pursuance of Clause 47 (a) of the Listing Agreement, 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 this Annual
 Report.
 
 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 order to comply with statutory obligation, Reconciliation of
 Share Capital 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 being well aware of the advantages of an effective control
 system in the Company has an adequate system of internal controls
 commensurate with its size to ensure that all assets are safeguarded
 and protected against any loss from their unauthorized use or
 disposition. Transactions are authorized, recorded and reported
 correctly.
 
 Accordingly, a separate Internal Audit Department headed by a Senior
 Person, who is a qualified Cost Accountant, has been set up. This
 Department carries out the Internal Audit of Accounts of different
 branches and critically analyses the same after which a Consolidated
 Internal Audit Report is placed before the Audit Committee in its
 meeting held every quarter for detailed deliberations on the same.
 
 The team of Statutory Auditors being an external body achieves adequate
 effectiveness of its extensive Audit due to support of the Company''s
 Internal Audit Department. Both Statutory as well as Internal Auditors
 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 discharged effectively with an
 overall objective that the Company''s assets are safeguarded and
 protected against losses from their unauthorized use or disposal.
 
 CORPORATE GOVERNANCE
 
 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 / Stock Exchanges. A detailed report on
 Company''s Compliances of various Corporate Governance norms as
 stipulated under Clause 49 of the Listing Agreement executed with
 National Stock Exchange and Bombay Stock Exchange is attached to this
 Report. The Auditor''s Certificate confirming the compliance to the
 conditions of Corporate Governance as stipulated in Clause 49 of the
 Listing Agreement has been obtained and is annexed to the said
 Corporate Governance Report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 As required by Clause 49 of the Listing Agreement, a separate
 Management Discussion and Analysis Report is annexed to Directors''
 Report and forms part of this Annual Report.
 
 BOARD COMMITTEES
 
 For assisting the Board of Directors on discharging its
 responsibilities in various fields effectively and efficiently
 following five Standing Committees with a defined mandate given to them
 have been constituted by the board :-
 
 1.  Audit Committee
 
 2.  Committee of Directors
 
 3.  Remuneration Committee
 
 4.  Shareholders''/ Investors'' Grievance Committee
 
 5.  Share Transfer Committee
 
 Meetings of these Committees are held periodically wherein certain
 important decisions in accordance with their respective mandates are
 taken which are thereafter ratified by the Board.  Few Non-standing
 committees were also constituted during the year for dealing with
 specific assignments. Their term automatically expires after the
 assignment in question is completed.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In terms of 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 ended 31st March
 2012, the applicable accounting standards were followed and there are
 no material departures;
 
 - 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 ended 31st March,
 2012 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, Statutory Auditors
 of the Company, retires at the forthcoming Annual General Meeting and
 being eligible offer themselves for re- appointment. The Board of
 Directors of the Company has received a Certificate from the retiring
 Auditors that their appointment, if made, will be in accordance with
 the limits 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 does not call for any further comments
 by the Board of Directors.
 
 COST AUDITORS
 
 Your Directors in accordance with the provisions of Section 233B of the
 Companies Act, 1956 and an Order no. F.No.52/ 26/CAB-2010 dated
 03.05.2011 modified vide Order no.  F.No.52/26/CAB-2010 dated
 30.06.2011 issued by Cost Audit Branch, Ministry of Corporate Affairs
 has appointed Shri V.V.  Deodhar, a practicing Cost Accountant as a
 Cost Auditor to conduct the Cost Audit of the Company for the financial
 year 2012-13. The said appointment has been approved by the Central
 Government.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Disclosures required pursuant to 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 terms of provisions of Section 217(2A) of the Companies Act, 1956
 read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and other particulars of the employees are required
 to be set out in the Annexure to the Directors'' Report. Having regard
 to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual
 Report excluding the aforesaid information, is being sent to the
 Members and others entitled thereto. However, since the said
 particulars will be made available at the Registered Office of the
 Company w.e.f 6th September, 2012, the members desirous of obtaining
 such particulars may write to the Director & Company Secretary of the
 Company at its Registered Office.
 
 ACKNOWLEDGEMENTS
 
 Your Directors take this opportunity to thank all Investors, Suppliers,
 Clients, Financial Institutions, Banks, Regulatory and Government
 Authorities, Media and Stock Exchanges for their continued support.
 
 Your Directors also place on record their appreciation for the
 contribution made by the employees at all levels. Our Company''s
 consistent growth was made possible only by their hard work,
 solidarity, cooperation and support.
 
                        For and on behalf of the Board of Directors
 
                                                        PSL Limited
 
                                 Sd/-                Sd/-
 
 Place : Mumbai              (ALOK PUNJ)         (ASHOK PUNJ)
 
 Date : 1st August, 2012       Director           Managing Director