The directors have pleasure in presenting the 15th Annual Report of
 your Company along with Audited Financial Statement for the financial
 year ended 31st March, 2010.
 
 FINANCIAL RESULTS                                    (Rs. in million)
 
                                                   For the year ended
 
 Particulars
 
                                          31.03.2010        31.03.2009
 
 Income from operations & other 
 income (Total Income)                     66,267.09         58,961.93
 
 Profit before interest, depreciation 
 & tax                                     11,226.14          6,525.23
 
 Less : Interest / Finance costs            1,661.70          1,734.96
 
 Gross Profit / ( Loss)                     9,564.44          4,790.27
 
 Less: Depreciation                         1,479.20          1,254.19
 
 Profit before tax for the year             8,085.24          3,536.08
 
 Less : Provision for current taxation      2,216.24            439.47
 
 Provision for deferred taxation              467.05            749.75
 
 Fringe benefit tax                                -             11.18
 
 Profit after tax for the year (PAT)      5,401.96          2,335.68
 
 Add : balance brought forward from 
 previous year                              6,795.96          5,305.60
 
 Profit available for appropriation        12,197.92          7,641.28
 
 Transfer to General Reserve                  540.00            234.00
 
 Transfer to Debenture Redemption 
 Reserve                                      106.25            268.75
 
 Proposed Dividend on equity shares 
 & tax                                        476.51            327.28
 
 Equity dividend & tax of earlier years         0.26             15.28
 
 Balance carried forward to next year      11,074.89          6,795.96
 
 PERFORMANCE
 
 During the year under report, your Company produced 686,226 MT of pipes
 as compared to 734,352 MT in the preceding year which was slightly
 lower compared to the preceding year due to change in the product mix.
 In the Plate cum Coil Mill, the Company registered almost 100% growth
 in Plate production to 383,577 MT as compared to 192,569 MT in the
 preceding year showing stabilization of production throughout the year
 whereas, the coil mill which commenced production at the end of the
 year under report, recorded production of 2,691 MT. On the coating
 side, the Company registered manifold growth of 7.5 times to 5,036K sqm
 as compared to 688K sqm in the preceding year mainly due to higher
 ratio of coated pipes to bare pipes. On the revenue side, the Company
 achieved growth of 12.38% in the Total Income mainly due to higher
 realization.
 
 DIVIDEND
 
 The Board recommends a dividend @40% for the year ended 31st March 2010
 i.e. Rs.2/- per Equity Share of Rs.5/- each. In respect of dividend
 declared for the previous financial years Rs.3.11 million remained
 unclaimed as on 31st March 2010.
 
 EXPANSION STATUS
 
 - Pipe Mill in USA
 
 The pipe manufacturing and coating facilities in the US are working in
 full swing.
 
 - Pipe Mill in Anjar
 
 The Board considered that it would be appropriate to have the new LSAW
 pipe manufacturing facilities, earlier planned in Special Economic Zone
 (SEZ) by the Companys wholly owned subsidiary, to be taken outside
 the SEZ to enable flexibility to supply pipes in domestic market as
 well.
 
 - Spiral Pipe Project in Southern India for water application
 
 Considering the increased need for water transportation in Southern
 India, your directors foresee that the demand for pipes for
 transportation of water from reservoir to end user would increase in
 the years to come. To tap this opportunity, your directors decided to
 set up a Spiral Pipe Plant for water application in Southern India. The
 Project is planned to be completed by September 2010.
 
 - Spiral Pipe (API Grade) Project in Central India
 
 Considering the demand for pipes in the domestic market, your company
 is also initiating to set up a Spiral Pipe Mill in Central
 
 India.
 
 The total capacity after completion of the above mentioned projects,
 has been mentioned in the Management Discussion and Analysis which forms 
 a part of this Report.
 
 WITHDRAWAL OF PETITION FOR TRANSFER OF PLATE & COIL MILL DIVISION
 
 Due to change in the circumstances since when the Board of your Company
 had initially approved the Scheme of Arrangement in the nature of
 demerger and transfer of Plate and Coil Mill Division of the Company to
 its then wholly owned subsidiary viz. Welspun Steel Plates and Coil
 Mills Pvt. Ltd. (the “Scheme”), your directors opined that going ahead
 with the Scheme would not be in the overall interest of the Company.
 Hence, your directors decided not to pursue the Scheme and it was
 accordingly withdrawn.
 
 FUNDS UTILIZATION
 
 During the year under report the Company has issued Foreign Currency
 Convertible Bonds and equity shares to QIB’s on private placement
 basis. Status of application of the funds is as under:
 
 - Proceeds from FCCBs of US0 mn (2009-10) were utilized partly for
 meeting capital expenditure on Plate Cum Coil Mill at Anjar (US.73
 mn), Spiral Pipe Project in Southern India (US{FILE_CONTENT}.59 mn) and LSAW
 Project at Anjar (US.62 mn) and pending utilization, the issue
 proceeds of US2.35 mn have been invested in short term deposits with
 banks abroad. The entire amount of FCCB is outstanding as at the end of
 the year under Report.
 
 - Proceeds from QIP Issue of US0 mn (2009-10) were utilized for
 general corporate purpose.
 
 DIRECTORS
 
 Since the last Annual Report of the Company no change in the directors
 of the Company took place except resignation of Mr. Braja K.
 
 Mishra w.e.f. 03.10.2009.
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. M.L.Mittal,
 
 Mr. K.H.Viswanathan and Mr. Rajkumar Jain retire by rotation at the
 forthcoming Annual General Meeting and being eligible, have been
 recommended for re-appointment.
 
 Details about these directors are given in the Notice of the ensuing
 Annual General Meeting being sent to the shareholders along with
 the Annual Report
 
 CHANGE OF NAME OF THE COMPANY
 
 With effect from 27th April 2010, the name of the Company has been
 changed from Welspun-Gujarat Stahl Rohren Limited to Welspun Corp
 Limited.
 
 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, 2010, 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, 2010 on a going concern basis.
 
 AUDITORS
 
 Your Companys 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 comments.
 
 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 (ESOS and ESPS)
 Guidelines 1999 are given below:
 
 Difference in employees 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 Rs. 13.06 mn as employee compensation for the
 year ended 31st March 2010.
 
 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 
 lower by Rs. 10.12 mn and the diluted earnings per share would have 
 been Rs. 25.13 instead of Rs. 25.18 per share.
 
 Black Scholes Model captures all the variables with their respective
 appropriateness which influences the fair value of stock options. The
 significant assumptions to estimate the fair value of options as per 
 Black Scholes Model are as under:
 
                                Grant Date 20th April 2009
 
                        Vest 1          Vest 2            Vest 3
 
                     20th April 2010   20th April 2011   20th April 2012
 
 Variables                       30%               35%               35%
 
 Stock Price (Rs.)             89.85             89.85             89.85
 
 Volatility                   71.15%            65.42%            64.07%
 
 Risk Free Rate                4.26%             5.08%             5.75%
 
 Exercise Price (Rs.)          66.75             66.75             66.75
 
 Time to Maturity               2.50              3.50              4.50
 
 Dividend Yield                0.75%             0.75%             0.75%
 
 Option Fair Value (Rs.)       47.29             50.66             54.61
 
 Weighted Average 
 Option Fair Value (Rs.)                         51.03
 
 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                  47,500 Options : during the year
 
 b Options vested (excluding 
 vested portion of 
 lapsed Options)                    2,160,625
 
 c Options exercised                1,136,500
 
 d Total number of equity 
 shares arising as a result 
 of exercise of                     1,136,500
 
 Options e Options lapsed           195,250
 
 f Total number of Options 
 in force                           944,500
 
 g Money realized by exercise 
 of Options                         Rs. 90,920,000
 
 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. 25.18 as
                   compared to 
                   Rs. 12.50 of 
                   last year
 
 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(1)(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
 at the Registered Office of the Company.
 
 ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
 
 Information in accordance with the provisions of Section 217(1)(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 the Directors Report.
 
 SUBSIDIARY COMPANIES
 
 The Company has applied for exemption from attaching a copy of Balance
 Sheet, 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. Therefore, upon receipt
 of the exemption, the said documents of the subsidiary companies viz.
 (1) Welspun Tradings Ltd. (2) Welspun Natural Resources Pvt. Ltd. (3)
 Welspun Pipes Ltd. (4) Welspun Plastics Private Ltd. (5) Welspun
 Infratech Limited (6) Welspun Pipes Inc. USA (7)Welspun Tubular LLC,
 USA and (8) Welspun Global Trade LLC, USA 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 may be required under the exemption, a statement containing the
 requisite information for each subsidiary will be attached with the
 Annual 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 Companys equity shares are listed on the Bombay Stock Exchange
 Ltd., (BSE) and the National Stock Exchange of India Ltd.  (NSE). The
 Foreign Currency Convertible Bonds are listed at Singapore Securities
 Trading Limited (SGX-ST).  Annual listing fees for the year 2010-11
 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, the Consolidated Financial Statements have been prepared by
 the Company in accordance with the applicable Accounting Standards
 issued by The ICAI. The Audited Consolidated Financial Statements
 together with Auditors Report thereon forms a part of the Report.
 
 ACKNOWLEDGEMENT
 
 Your Directors expresses and place on records their gratitude for the
 faith reposed in, and co-operation extended to, and interest shown in
 operations of, the Company by the 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 of the employees of the Company
 at all levels but for whose hard work, solidarity and profuse support
 your Companys achievement would not have been possible.
 
                                   For and on behalf of the Board
 
 
 Place: Mumbai                           B.K.Goenka
 
 Date: 27th April 2010             Chairman and Managing Director