The directors have pleasure in presenting the 16th Annual Report of
 your Company along with the Audited Financial Statement for the
 financial year ended 31st March, 2011.
 
 FINANCIAL RESULTS                                    (Rs. in million)
 
                                                         Standalone 
                                                     For the year ended
 Particulars                                  31.03.2011     31.03.2010 
 
 Income from operations                        62.694.40      66.273.35
 
 Profit before interest, depreciation &
 tax                                            8,009.45      11,226.15
 
 Less : Interest / Finance costs                1,089.18       1,661.70
 
 Gross Profit/(Loss)                            6,920.28       9,564.44 
 
 Less: Depreciation                             1,656.65       1,479.20
 
 Profit before tax for the year                 5,263.63       8,085.24
 
 Less : Provision for current taxation          1,142.36       2,216.24
 
 Provision for deferred taxation                  476.74         467.05
 
 Profit after tax for the year (after Minority
 Interest)                                      3,644.52       5,401.96
 
 Add : balance brought forward from previous
 year                                          11,074.89       6,795.96
 
 Profit available for appropriation            14,719.41      12,197.92
 
 Transfer to General Reserve                      364.50         540.00
 
 Transfer to Debenture Redemption
 Reserve                                          463.39         106.25
 
 Proposed Dividend on equity shares & tax         475.74         476.52
 
 Equity dividend & tax of earlier years             0.30           0.26
 
 Balance carried forward to the next year      13,415.48      11.074.89
 
 
 
                                                     Consolidated
 
                                                 For the year ended
 Particulars                                 31.03.2011      31.03.2010
 
 Income from operations                       80.236.35       73.636.72
 
 Profit before interest, depreciation &
 tax                                          13,014.79       13,371.57       
 
 Less : Interest / Finance costs               1,471.03        2,070.90  
 
 Gross Profit/(Loss)                          11,543.76       11,300.67
 
 Less: Depreciation                            2,439.47        2,060.61   
 
 Profit before tax for the year                9,104.29        9,240.06
 
 Less : Provision for current taxation         1,941.49        2,271.24
  
 Provision for deferred taxation                 929.83          864.64
      
 Profit after tax for the year (after 
 Minority Interest)                            6,330.25        6,104.03
                                    
 Add : balance brought forward from previous
 year                                         11,439.75        6,458.73
                                       
 Profit available for appropriation           17,770.00       12,562.78
 
 Transfer to General Reserve                     364.50          540.00
 
 Transfer to Debenture Redemption
 Reserve                                         463.39          106.25
        
 Proposed Dividend on equity shares & tax        475.74          476.52
 
 Equity dividend & tax of earlier years            0.30            0.26
 
 Balance carried forward to the next year     16.466.07       11.439.75
 
 
 PERFORMANCE
 
 The production and processing highlights for the year under report on
 standalone basis were as under:
 
 - Pipes: 683,132 MT (previous year 686,226 MT). Slight decline is
 mainly on account of shifting of orders to the subsidiary in the US;
 
 - Plates: 396,507 MT (previous year 383,577 MT);
 
 - H.R. Coils: 103,456 MT (previous year 1,101 MT). This shows
 stabilization of coil mill;
 
 - Coating: 852K sqm (previous year 5,036K sqm). Decline is mainly due
 to execution of more orders for uncoated pipes;
 
 - Power: 219,803 MWH (previous year 305,462 MWH).
 
 The Company achieved reduction in interest/ finance cost by 35% as
 compared to preceding year mainly due to repayment / buy back of high
 cost debt instruments and higher interest income earned on liquid
 investments.
 
 The depreciation cost increased mainly due to capitalization of spiral
 pipe mill at Mandya, Karnataka.
 
 DIVIDEND
 
 The Board recommends the  final dividend @40%fortheyearended 31st March,
 2011 i.e. Rs.2/-per equity share of Rs.5/-each fully paid-up.
 
 In respect of the dividend declared for the previous financial years,
 Rs.4.27 million remained unclaimed as on 31st March, 2011.
 
 EXPANSION STATUS AND ACQUISITION
 
 - Spiral Pipe Project in Southern India for water application
 
 As planned by the management, the Spiral Pipe Plant for water
 application at Mandya, Karnataka started commercial production during
 September, 2010..
 
 - Acquisition of management control of Welspun Projects Limited
 (formerly known as MSK Projects (India) Limited) With effect from 16th
 August, 2010, Welspun Infratech Limited(WITL), a wholly owned
 subsidiary of the Company acquired control of Welspun Projects Limited
 (a company engaged in infrastructure development and listed on BSE, NSE
 and Vadodara Stock Exchange) by way of transfer of Equity Shares from
 the then promoters, subscription to further issue of equity shares and
 purchase under the open offer under SEBI (Substantial Acquisition of
 Shares and Takeovers) Regulation, 1997. It also acquired Equity Shares
 by way of market purchase. Thus, WITL holds 24,448,445 Equity Shares
 (61.12%) in the issued Equity Share Capital of Welspun Projects Limited
 at a cost of Rs. 3,170.53 million.
 
 Your directors are confident that apart from making foray into
 infrastructure segment, this move will enable the Company to progress
 towards complete integration by being a one-stop-solution in the line
 pipe segment, capturing the full value chain from manufacturing of
 Plate and Coil to line pipe and finally to pipe laying.
 
 - Acquisition of majority stake in pipe and coating facilities in
 Kingdom of Saudi Arabia
 
 In order to mainly cater to the demands from MENA (Middle East and North
 Africa) region, the Company has acquired, through its subsidiary,
 majority stake (50.01%) in each of the joint venture companies viz.
 
 - Welspun Middle East Pipe Company LLC having a pipe plant with a
 capacity of 300,000 MTPA valued at US$ 80.05 million; and
 
 - Welspun Middle East Pipe Coating Company LLC having a coating plant
 with a capacity of 4.5 million Sq. Mtrs/p.a. of external coating valued
 at US$ 34.95 million.
 
 Both the plants have good connectivity to seaport and airports which
 provides strategic advantage to the Company.
 
 - Acquisition of 35% stake in Leighton Welspun Contractors Private
 Limited and restructuring of infrastructure business
 
 To capitalize on the burgeoning infrastructure opportunities in India,
 the Company through its step down subsidiary viz. Welspun Infra
 Projects Private Limited (WIPPL) has acquired 35% stake in Leighton
 Welspun Contractors Private Limited (Leighton International's Indian
 operations), for Rs. 4,700 million.
 
 With this acquisition your directors expect the Company to have larger
 business avenues as well as support for achieving technical and
 financial qualification for infrastructure projects..
 
 Considering the need to consolidate infrastructure business, it has
 been agreed that Welspun Infra Developers Private Limited (the Company
 owned by the promoters) be merged with Welspun Infratech Limited (a
 wholly owned subsidiary of the Company) as per the Scheme of
 Amalgamation under Section 391 to 394 of the Companies Act. The
 resultant shareholding of Welspun Infratech Limited post merger would
 be 65.06% by the Company and 34.94% by the promoters.
 
 FUNDS UTILIZATION
 
 During the period under review, the Company has raised long term fund
 of Rs.10,000 million by issuing Secured Non-Convertible Debentures. The
 proceeds have been utilized partly for capital expansion and long
 term-working capital requirements and pending utilisation, the balance
 has been invested in liquid instruments.
 
 The entire Foreign Currency Convertible Bonds issued by the Company
 during previous financial year is outstanding and has not been
 converted into equity shares. A large portion of the funds has been
 utilized for capital expenditure and investments outside India towards
 acquisition of stake in joint ventures in Kingdom of Saudi Arabia
 whereas, the balance is lying in bank accounts outside India.
 
 DIRECTORS
 
 Since the last report the following changes took place in the Board of
 Directors:
 
 1. Mr. MukulSarkarwas appointed as a nominee Of Export-lmport Bank of 
 lndiain place of Mr.N. Shankar w.e.f. 25th April,2011 
 
 2. Designation of Mr. Balkrishan Goenka was changed from Chairman and
 Managing Director to Chairman (executive) w.e.f. 11th October, 2010.
 
 3. Mr. Rajesh R. Mandawewaia was appointed as Managing Director w.e.f.
 11th October, 2010.
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. Ramgopal Sharma, Mr. Nirmal
 Gangwal and Mr. Asim Chakraborty retire by rotation at the forthcoming
 Annual General Meeting and being eligible, have been recommended for
 re-appointment. Your directors appreciate Mr. N.Shankar for his
 services as a member of the Board.
 
 Details about these directors are given in the Notice of the ensuing
 Annual General Meeting being sent to the shareholders along with Annual
 Report.
 
 DIRECTORS' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, your directors
 hereby confirm that:
 
 I) in the preparation of the accounts for the financial year ended 31st
 March, 2011, the applicable accounting standards have been followed
 along with proper explanation relating to 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 the year under review;
 
 iii) they 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 and other irregularities;
 
 iv) they have prepared the accounts for the financial year ended 31st
 March, 2011 on a going concern basis.
 
 AUDITORS
 
 Your Company's Auditors M/s. MGB & Co., Chartered Accountants, retire
 at the ensuing Annual General Meeting and being eligible, have given
 their consent to act as the Auditors of the Company for the forthcoming
 tenure. Members are requested to consider their re-appointment as the
 Auditors of the Company and to fix their remuneration by passing an
 ordinary resolution under Section 224 of the Companies Act, 1956.
 
 AUDITORS' REPORT
 
 The Auditors' observation read with Notes to Accounts are
 self-explanatory and therefore do not call for any comment.
 
 EMPLOYEE STOCK OPTION SCHEME
 
 The Company has granted Stock Options to eligible Directors and
 employees of the Company and its subsidiary companies.
 
 The particulars required to be disclosed pursuant to Clause 12 of SEBI
 (Employees Stock Option Scheme) Guidelines 1999are given below:
 
 Difference in employee compensation cost based on intrinsic value and
 fair value:
 
 The Company has adopted intrinsic value method for valuation and
 accounting of the aforesaid Stock Options as per SEBI guidelines, and
 accordingly has accounted credit of Rs. 0.56 million as employee
 compensation for the year ended 31st March, 2011.
 
 Had the Company valued and accounted the aforesaid Stock Options as per
 the Black Scholes Model, the net profit for the year would have been
 higher by Rs. 0.45 mn and the diluted earnings per share would have
 been Rs. 16.9371 instead of Rs. 16.9351 per share.
 
 Details of Stock Options as required to be disclosed pursuant to Clause
 12 of SEBI (ESOS and ESPS) Guidelines, 1999 are given below:
 
 a Options granted           During the year, no Option was granted.
 
 b Options vested 
 (excluding vested  
 portion of lapsed          
 Options)                    2,14,875 (vested during the year 14,250)
 
 c Options exercised         346,500
 
 d Total number of equity 
 shares arising as a 
 result of exercise of       346,500
 Options
 
 e Options lapsed            34,000
 
 f Total number of 
 Options in force            564,000
 
 g Money realized by 
 exercise of Options         Rs. 27,630,563
 
 h The pricing formula       Exercise price is to be at 25% discount to 
                             the latest available closing market price
                             of the equity shares of the Company,
                             prior to the date of grant.
 
 i Variation of terms
 and conditions              N.A.
 
 j Employee wise  Whole Time 
                  Directors
 details of       Mr. 
                  M.L.Mittal  o 150,000*
 options granted  Mr. Asim 
                  Chakraborty o 50,000*
 to               Employee 
                  who 
                  received a 
                  grant in 
                  any         o Nil
                  one year 
                  of option
                  amounting
                  to 5% or
                  more of 
                  option 
                  granted
                  during
                  that
                  year
 
                  Employees,
                  who were
                  granted 
                  option,     o Nil
                  during 
                  one year, 
                  equal to 
                  or
                  exceeding 
                  1% of the
                  issued 
                  capital
                 (excluding
                  o/s 
                  warrants
                  &
                  conversions):
 
 k Diluted EPS    Rs. 16.94
                  as compared 
                  to Rs. 25.18
                  of last year
 
 * Exercised during previous year 2009-10 THE COMPANIES (DISCLOSURE OF
 PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988
 
 In terms of the above Rules, your directors are pleased to give the
 particulars as prescribed therein in the Annexure, which forms a part
 of the Directors' Report.
 
 PARTICULARS OF EMPLOYEES
 
 As required by the provisions of Section 217(2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rule, 1975 as
 amended, the names and other particulars of the employees are set out
 in the Annexure to the Directors' Report. However, as per the
 provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the
 Report and Accounts are being sent to all the shareholders of the
 Company excluding the aforesaid information. Any shareholder interested
 in obtaining such particulars may write to the Asst.  Company Secretary
 atthe Registered Office of the Company.
 
 ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
 
 Information in accordance with the provisions of Section 217(l)(e) of
 the Companies Act, 1956, regarding conservation of energy, technology
 absorption and foreign exchange earnings and outgo is given in the
 Annexure forming part of Directors' Report.
 
 SUBSIDIARY COMPANIES
 
 The Ministry of Corporate Affairs vide its General Circular No. 2 /
 2011 dated 8th February, 2011 granted general exemption to the
 companies from attaching a copy of the Balance Sheet, the Profit and
 Loss Account and other documents of its subsidiary companies as
 required to be attached under Section 212 of the Companies Act, 1956 to
 the Balance Sheet of the Company subject to fulfillment of conditions
 stipulated in the circular.
 
 Therefore, the said documents of the following subsidiary companies
 viz. (1) Welspun Pipes Limited (2) Welspun Tradings Limited (3) Welspun
 Natural Resources Private Limited (4) Welspun Plastics Private Limited
 (5) Welspun Pipes Inc (6) Welspun Tubular LLC (7) Welspun Global Trade
 LLC (8) Welspun Mauritius Holdings Limited (9) Welspun Middle East Pipe
 Coatings Company LLC (10) Welspun Middle East Pipe Company LLC (11)
 Welspun Middle East DMCC (12) Welspun Construction Private Limited (13)
 Welspun Infratech Limited (14) Welspun Road Projects Private Limited
 (15) Welspun Projects Limited (16) Welspun Infra Projects Private
 Limited (17) MSK Projects (Himmatnagar Byepass) Private Limited (18)
 MSK Projects (Kim Mandavi Corridor) Private Limited (19) Welspun Water
 Infrasturcture Private Limited (20) Welspun Energy Transportation
 Private Limited (21) Welspun Energy Maharashtra Private Limited will
 not be attached to the Annual Report. However, the aforesaid documents
 relating to the subsidiary companies and the related detailed
 information will be made available upon request by any member or
 investor of the Company. Further, the Annual Accounts of the subsidiary
 companies will be kept open for inspection by a member or an investor
 at the Registered Office of the Company or the respective subsidiary
 company.
 
 As required under the exemption, a statement containing the requisite
 information for each subsidiary is attached with this Report.
 
 FIXED DEPOSITS
 
 The Company has not accepted any public deposit within the meaning of
 the Companies (Acceptance of Deposit) Rules, 1975 and, as such, no
 amount on account of principal or interest on public deposit was
 outstanding on the date of the Balance Sheet.
 
 LISTING WITH STOCK EXCHANGES
 
 The Company's equity shares are listed on the Bombay Stock Exchange
 Limited (BSE) and the National Stock Exchange of India Limited (NSE).
 The Secured Non-Convertible Debentures are listed on the Bombay Stock
 Exchange Limited, The Foreign Currency Convertible Bondsare listed at
 Singapore Securities Trading Limited (SGX-ST).
 
 Annual listing fees for the year 2011-12 have been paid to BSE, NSE and
 SGX-ST
 
 CORPORATE GOVERNANCE
 
 A separate report on Corporate Governance is annexed hereto as a part
 of this Report. A certificate from the Company Secretary in Practice
 regarding compliance of conditions of Corporate Governance as
 prescribed under Clause 49 of the Listing Agreement is attached to this
 Report. A separate report on Management Discussion & Analysis is
 enclosed as a part of the Annual Report.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 As stipulated by Clause 32 of the Listing Agreement with the Stock
 Exchanges and Circular No. 2/2011 dated 8th February, 2011 issued by
 the Ministry of Corporate Affairs under Section 212(8) of the Companies
 Act, 1956, the Consolidated Financial Statements have been prepared by
 the Company in accordance with the applicable Accounting Standards
 issued by The 1CAI. The Audited Consolidated Financial Statements
 together with Auditors' Report thereon forms a part of the Report.
 
 ACKNOWLEDGEMENT
 
 Your directors express and place on record deep appreciation to
 Financial Institutions, Banks, Government Authorities, Customers,
 Suppliers and Shareholders of the Company. Your directors also wish to
 place on record their sincere appreciation of the dedicated services,
 hard work, solidarity and profuse support by all the employees of the
 Company and their families at all levels without which the Company's
 achievement would not have been possible.
 
                                       For and on behalf of the Board
 
 Place: Mumbai                         B.K.Goenka
 
 Date: 26th May, 2011                  Chairman