MIRA INFORM REPORT

Report Date :

19.01.2011

IDENTIFICATION DETAILS

Name :	PSL LIMITED
Formerly Known As :	PSL HOLDINGS LIMITED
Registered Office :	Kachigam, Daman, Union Territory of Daman and Diu – 396 210
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	24.08.1987
Com. Reg. No.:	56-2395
CIN No.: [Company Identification No.]	L67120DD1987PLC002395
TAN No.: [Tax Deduction & Collection Account No.]	SRTP01477A
PAN No.: [Permanent Account No.]	AAACP2734K
Legal Form :	Public Limited Liability Company. The company’s shares are listed on the Stock Exchanges.
Line of Business :	Manufacturer of Line Pipe for Oil and Gas Pipe Lines, Non-Galvanised Corrosion coating, Cranes Designated for Mounting on road vehicles, Epoxy Powder for Anti-Corrosion Treatment.

RATING & COMMENTS

MIRA’s Rating :

A (57)

RATING		STATUS	PROPOSED CREDIT LINE
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large

Maximum Credit Limit :	USD 33000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well – established company having fine track. Trade relations are fair. Financial position is good. Payments are usually correct and as per commitments. The company can be considered good for normal business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – April 1, 2010

Country Name	Previous Rating (31.12.2009)	Current Rating (01.04.2010)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INFORMATION PARTED BY

Name :	Mr. J. K. Patel
Designation :	General Manager Finance
Contact No.:	91-260-2242989
Date :	18.01.2011

LOCATIONS

Registered Office and Pipe Mill :	Kachigam, Daman, P. O. Box No. 25, Union Territoryof Daman and Diu Daman and Diu – 396 210, India
Tel. No.:	91-260-2242989 / 2252248 / 2244496
Fax No.:	91-260-2241932
E-Mail :	ggehani@gmail.com
Website :	http://www.pslholding.com http://www.psllimited.com
Corporate Office 1 :	PSL Towers, 615, Makwana Road, Marol, Andheri ( East), Mumbai - 400 059, Maharashtra, India
Tel. No.:	91-22- 66447777 / 66447788
Fax No.:	91-22- 66447700 / 66447711
Corporate Office 2 :	386, Veer Savarkar Marg, Prabhadevi, Mumbai – 400 025, Maharashtra, India
Tel. No.:	91-22-24307023 / 24306476
Fax No.:	91-22-24307365
Marketing offices :	Located at: “PSL House”, B-96, Greater Kailash-I, New Delhi – 110 048, India Meridian House, 8/2, Montieth Lane, Egmore, Chennai - 600008, Tamilnadu, India
Legal and Secretarial office / Projects Office:	3^rd Floor, 'Punj House', M-13A, Connaught Circus, New Delhi – 110001, India
Plant Sites:	Pipe mills and pipe coating plants Kachigam, Daman – 396 210, Union Territory of Daman and Diu, India Survey No. 35/ and 37, Varsana, Anjar, District - Kutch, Gujarat, India Village Nani Chirai, Taluka Bhachau District - Kutch, Gujarat, India Kandla Road, Gandhidham, District - Kutch, Gujarat, India No. 22, Vaiyavur, Taluka Maduranthakam, District - Chengai MGR, Tamilnadu, India Industrial Development Area, Gurrampalam, Near Pendurthi, Vishakhapatna, Andhra Pradesh, India Survey No. 38/1,38/2,39,40 and 42, Varsana, Anjar, Kutch, Gujarat, India Plot No.4 and 5, Sector 12/B, Kandla Road, Gandhidham, Kutch, Gujarat, India Survey No. 207, Industrial Development Area Gurrampalem, Pendurthi, India Survey No.124, Khadat, Pilwai, Towards Mahudi Road, Taluka – Mansa, Distt. Gandhi Nagar, Gujarat, India Other plants REBAR COATING DIVISIONS Ø No. 22, Vaiyavur, Taluka Maduranthakam, District Chennai MGR, Tamilnadu, India Ø Industrial Development Area, Gurrampalam, Near Pendurthi, Vishakhapatna, Andhra Pradesh, India ANODES AND PIPE BENDS DIVISION Ø Plot No. 4 and 5 Sector 12/B, Kandla Road, Gandhidham, District Kutch, Gujarat, India
Branches :	Located at : · Chennai · New Delhi
International (owned by Subsidiary Companies) :
	· 13092, Sea Plane Road, Bay St. Louis MS 39520 USA · Post Box 42131, Inner Harbour · Plot No. HJ02, Hamriyah Free Zone, Sharjah, UAE

DIRECTORS

As On : 31.03.2010

Name :	Mr. Ashok Punj
Designation :	Managing Director
Address :	Lfoyd Insulations (India) Private Limited - Joint Managing Director
Qualification :	M. S. Engineering (I. I. T.) USA
Date of Appointment :	24/08/1987
Name :	Mr. Alok Punj
Designation :	Director
Date of Birth/Age :	29.05.1950
Qualification :	B.E. (Industrial Engineering)
Expertise in specific functional area :	General Management
Directorship held in other companies :	- Eurocoustic Products Limited - Punj Investments Private Limited - Broken Hills International Private Limited - BHI Limited - Punj International Private Limited - Sai Shakti Properties Private Limited
Brief Resume :	Mr. Alok Punj, who attended a Bachelor of Engineering Programme in Industrial Engineering at Illinois Institute of Technology, Chicago has over three decades of experience in senior positions in different Engineering Companies of the world and also has experience in International Marketing and Projects, both in the Middle East and Far East. Having guided different companies as a Senior Management Personnel, the Company is now being benefited by his being there on Company’s Board and even on few important Committees of Board such as Audit Committee, Committee of Directors, Remuneration Committee, Shareholders’/ Investors’ Grievance Committee, Bond Conversion Committee etc.
Name :	Mr. M.M. Mathur
Designation :	Director
Date of Birth/Age :	11.09.1936
Qualification :	M.A. and diploma in Management
Expertise in specific functional area :	General Management and Marketing
Brief Resume :	Mr. M.M. Mathur after completing his Graduation in Science obtained a Masters Degree in English in addition to a Diploma in Management. Mr. Mathur’s association with the Group now stretches to about four decades during which he has held various Senior positions. Most of Mr. Mathur’ experience is in the Energy Sector as Service provider in oil and gas transmission of pipelines; onshore and offshore in areas of Internal and External Coatings and Cathodic Protection System. Mr. Mathur is a member of several International Associations viz; National Association of Pipeline Applicators, U.S.A. Indo-German Chamber of Commerce etc.
Name :	Mr. G. S. Sauhta
Designation :	Whole Time Director
Qualification :	DME
Date of Appointment :	01.04.1993
Name :	Mr. R. K. Bahri
Designation :	Whole Time Director
Qualification :	B.E. Mech.
Date of Appointment :	01.06.1994
Name :	Mr. D. N. Sehgal
Designation :	Director
Name :	Mr. Prakash Vinayak Apte
Designation :	Director
Date of Birth/Age :	17.08.1943
Qualification :	B. Com , FCA
Expertise in specific functional area :	Finance, Banking and Accounts
Directorship held in other companies :	- Arohan Trustee Company Private Limited - Calcutta Promotions Private Limited
Brief Resume :	Mr. Prakash Vinayak Apte, after completing Chartered Accountancy Programme from England in November 1968 worked with many leading Accounting Firms in England up to 1975. Subsequently, after a short spell with Maharashtra Electrosmelt Limited, Mr. Apte joined Hongkong and Shanghai Banking Corporation Limited (HSBC) and worked in various senior positions both within and outside the country for 23 long years. Keeping in view of his vast experience in the field of Banking, Company’s Board of Directors appointed him as Additional Director with effect from March 2003, which appointment was later confirmed by the shareholders as they passed a unanimous Resolution in their meeting held on 25th September, 2003. On his retirement by rotation he was re-appointed as Director in the Annual General Meeting held on 31st August,2006. Since his first appointment Mr. Apte has been rendering valuable service to the Company by way of being not only on Company’s Board, but even on few important Committees of Board such as Audit Committee, Remuneration Committee etc.
Name :	Mr. N. C. Sharma
Designation :	Director
Date of Birth/Age :	26.11.1942
Qualification :	M.A. English Litt.
Expertise in specific functional area :	Financial Management
Directorship held in other companies :	- Mukund Limited
Brief Resume :	Mr. N. C. Sharma is an eminent Insurance Expert having successfully held various senior positions in LIC of India where he rose to the position of its “Managing Director”. It is only after his retirement from LIC after serving for more than four decades that Mr. Sharma joined Company’s Board as Additional Director with effect from July, 2003 which appointment was later confirmed by the shareholders as they passed a unanimous Resolution in their meeting held on 25th September, 2003. On his retirement by rotation he was reappointed as Director in the Annual General Meeting held on 31^st August, 2006 Since his first appointment Mr. Sharma has been rendering valuable service to the Company by way of being not only on Company’s Board, but even on few important Committees of Board such as Audit Committee, Shareholders’/ Investors’ Grievance Committee etc.
Name :	Mr. G. Gehani
Designation :	Director and Company Secretary
Qualification :	FCS, M.Com., LLB, DCL, DPM and IR
Date of Appointment :	25.09.1994
Name :	Mr. Harry Harinder Shourie
Designation :	Director
Name :	Mr. Ashok Sharma
Designation :	Director
Date of Birth/Age :	04.07.1944
Qualification :	B. Tech
Expertise in specific functional area :	Information Technology
Directorship held in other companies :	Advanced Business Solutions FZ LLC, Dubai.
Brief Resume :	Mr. Ashok Sharma after his graduation from Indian Institute of Technology – Madras, India worked in key senior positions in major multinational companies, rising to senior Regional Management positions in the internationally known companies such as IBM and Microsoft. Mr. Sharma has an in-depth knowledge of IT activities and related fields of Business Development, Marketing, Sales, Manufacturing and Personnel Management. Based on a unique blend of experience - gained through working for some of the world’s largest Organizations - he offers practical advice for implementing Best Practices - to help make corporate strategy work. Looking at the vast knowledge that Mr. Sharma has in the field of Information Technology, he was inducted on Company’s Board as “Additional Director” on 15^th December, 2005. Subsequently the shareholders of the Company in their meeting held on 31st August, 2006 passed a unanimous Resolution appointing Mr. Sharma as a Director on the Board. Since his appointment Mr. Ashok Sharma has been rendering valuable services to the Company by way of being not only on Company’s Board, but even on few important Committees of Board such as Remuneration Committee, Shareholders’/ Investors’ Grievance Committee.
Name :	Mr. S. P. Bhatia
Designation :	Additional Director
Name :	Mr. C K Goel
Designation :	Additional Director
Name :	Mr. Paresh J Shah
Designation :	Additional Director
Name :	Mr. Harsh Pateria
Designation :	Director
Date of Birth/Age :	24.09.1958
Qualification :	B. Sc.
Expertise in specific functional area :	Effective management of various business organizations involved in diverse activities.
Directorship held in other companies :	Primo Pick N. Pack Limited (Chairman)
Brief Resume :	Mr. Harsh Pateria, after his academic attainments promoted a company under the name and style of Primo Pick N. Pack Limited which was incorporated in 1985. Additionally he started getting involved in few other business activities. Since then he has very ably managed the various business ventures and has acquired adequate exposure in company’s management involving different activities associated with scheduling, planning, organizing and implementing the policies of the organizations in optimal manner. Considering his vast exposure as an industrialist your Board co-opted Mr. Harsh Pateria as “Additional Director” w.e.f. 15th January,2008.

KEY EXECUTIVES

Name :	Mr. G. Gehani
Designation :	Company Secretary and Compliance Officer
Name :	Mr. K. Ramanathan
Designation :	Chief Finance Officer

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 31.03.2010

Category of Shareholder	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	17,361,810	32.48
Bodies Corporate	3,621,100	6.77
Sub Total	20,982,910	39.25
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	20,982,910	39.25
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	6890790	12.89
Financial Institutions / Banks	685560	1.28
Foreign Institutional Investors	2260410	4.23
Sub Total	9836760	18.40
(2) Non-Institutions
Bodies Corporate	8324668	15.57
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 million	9677112	18.10
Individual shareholders holding nominal share capital in excess of Rs.0.100 million	3784254	7.08
Any Others (Specify)	855207	1.60
Non Resident Indians	742701	1.39
Clearing Members	110.506	0.21
Overseas Corporate Bodies	1,000	-
Trusts	600	-
Sub Total	22641241	42.35
Total Public shareholding (B)	32,478,001	60.75
Total (A)+(B)	53,460,911	100.00

BUSINESS DETAILS

Line of Business :

Manufacture of Line Pipe for Oil and Gas Pipe Lines, Non-Galvanised Corrosion coating, Cranes Designated for Mounting on road vehicles, Epoxy Powder for Anti-Corrosion Treatment.

Products :

Product Description	Item Code No.
Other Tubes, Pipes and Hollow Profiles in Spira or Straight Welded Seam of Dia 300 MM and Above and made out of Iron Steel of all type	3319
External and Internal Coating of Line Pipes	3450
Anti-Corrosion Coatings of Re-Enforced Rebars	3450

PRODUCTION STATUS {As on 31.03.2010}:-

Particulars	Unit	Licensed and Installed Capacity
Spiral Arc Welded Pipes	MT	1400000
Coating on Steel Pipes	Meters	NA
Anode	MT	1500
Wire Mesh	Sqm.	720000
Outer Wrap	Sqm.	2500000
Rebar Coating	Sqm.	NA

GENERAL INFORMATION

No. of Employees :

4000 (Approximately)

Bankers :

• ICICI Bank Limited
• State Bank of India
• Standard Chartered Bank
• Export Import Bank of India
• IDBI Bank Limited
• Axis Bank Limited
• BNP Paribas
• State Bank of Patiala
• State Bank of Hyderabad
• Indian Overseas Bank
• Union Bank of India
• Hong Kong and Shanghai Banking Corporation Limited
• ING Vysya Bank Limited
• Yes Bank Limited
• DBS Bank Limited
• Deutsche Bank
• Indian Bank
• Kotak Mahindra Bank
• Development Credit Bank

Facilities :

Secured Loans :

PARTICULARS	As on 31.03.2010 Rs. in Millions	As on 31.03.2009 Rs. in Millions
A. Term Loan from Financial Institutions , Banks and Non Banking Financial Institutions [Secured against first charge on some of the immovable and moveable assets of the Company ]	2934.352	1035.364
B. working Capital Term Loan from Scheduled Banks [Secured against first charge on pari passu basis on some of the immovable and moveable assets of the Company]	2000.000	0.000
C. From Scheduled Banks [Secured against hypothecation of Current Assets and second charge on the assets as per [A] above]	13934.502	5152.691
D. From Scheduled Banks [Motor Vehicle Loans]	2.226	4.633
E. Interest free sales tax deferred scheme of Govt. of Tamil Nadu [Secured against second charge on specific assets of the company]	0.000	3.695
Total	18871.080	6196.383

Unsecured Loans :

PARTICULARS	As on 31.03.2010 Rs. in Millions	As on 31.03.2009 Rs. in Millions
Foreign Currency Convertible Bonds (Redeemable in 2010) (Unsecured)	112.850	127.375
From Scheduled Banks	500.000	0.000
Total	612.850	127.375

Banking Relations :

Satisfactory

Auditors :

Name :

Ø Statutory Auditors:

Suresh C. Mathur and Company

Chartered Accountants,

New Delhi

Associates :

Ø Broken Hills Industries Limited

Ø Broken Hills International Limited

Ø Punj International Limited

Ø Punj Investments Limited

Ø PSL International Limited

Ø Eurocoustic Products Limited

Subsidiaries :

— PSL Corrosion Control Services Limited

B-96, Greater Kailash –I, New Delhi – 110048

— Pipeline Systems Limited

C/o IFS, IFS Court, 28 Cybercity, Ebene, Mauritius

— PSL USA INC

Corporation Trust Center, 1209, Orange Street, Wilmington, New Castle, 19801,

Delaware, USA

— PSL North America, LLC

Corporation Trust Center, 1209, Orange Street, Wilmington, Delaware,

— PSL FZE

P. O. Box No.42131, Inner Harbour Plot No. HJ-02, Hamriyah Free Zone, Sharjah, U. A. E

CAPITAL STRUCTURE

As On : 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
100000000	Equity Shares	Rs. 10 each	Rs. 1000.000 millions

Note : (Of the above shares 10,750,000 fully paid-up and pari passu ranking equity shares of Rs. 10/- each were allotted consequent upon

Qualified Institutional Placement)

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
53460911	Equity Shares	Rs. 10 each	Rs. 534.609 millions
Less:	Allotment money in arrears pertaining to the shares allotted prior to merger. (directors: nil)		Rs. 1.289 million
	Total		Rs. 533.320 millions

Note : (Of the above shares 10,750,000 fully paid-up and pari passu ranking equity shares of Rs. 10/- each were allotted consequent upon Qualified Institutional Placement)

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009	31.03.2008
SHAREHOLDERS FUNDS
1] Share Capital		533.320	425.819	425.813
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		7850.937	5859.349	5229.800
4] (Accumulated Losses)		0.000	0.000	0.0000
NETWORTH		8384.257	6285.168	5655.613
LOAN FUNDS
1] Secured Loans		18871.080	6196.383	6099.278
2] Unsecured Loans		612.850	127.375	99.925
TOTAL BORROWING		19483.930	6323.758	6199.203
DEFERRED TAX LIABILITIES		106.570	4.252	16.126
TOTAL		27974.757	12613.178	11870.942
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		7134.488	4559.996	4439.762
Capital work-in-progress		3156.256	2283.973	144.367
INVESTMENT		1943.582	1942.692	1765.825
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	11229.482	17177.836	7423.866
	Sundry Debtors	5046.902	5232.642	3379.472
	Cash & Bank Balances	1071.936	1206.186	1106.457
	Loans & Advances	6023.207	5064.291	1623.562
Total Current Assets		23371.527	28680.955	13533.357
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	4802.295	23010.077	5743.936
	Other Current Liabilities	2316.328	1233.584	1631.312
	Provisions	514.473	610.777	637.121
Total Current Liabilities		7633.096	24854.438	8012.369
Net Current Assets		15738.431	3826.517	5520.988
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		27974.757	12613.178	11870.942

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	28106.551	35499.504	22617.661
		Other Income	0.000	0.000	0.000
		TOTAL (A)	28106.551	35499.504	22617.661
Less	EXPENSES
		Cost of Materials	20783.208	25428.533	15343.687
		Manufacturing Expenses	1358.437	2293.869	1762.466
		Excise Duty	1683.640	3261.837	1749.340
		Employee Cost	588.588	631.231	594.154
		Other Expenses	766.351	1038.883	835.894
		TOTAL (B)	25180.224	32654.353	20285.541
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		2926.327	2854.151	2332.120
Less	FINANCIAL EXPENSES (D)		1089.871	1007.193	578.556
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		1836.456	1846.958	1753.564
Less/ Add	DEPRECIATION/ AMORTISATION (F)		663.481	570.664	511.960
	PROFIT BEFORE TAX (E-F) (G)		1172.975	1267.294	1241.604
Less	TAX (H)		290.000	408.000	393.900
	PROFIT AFTER TAX (G-H) (I)		882.975	859.294	847.704
Less	Prior Year Expenses (Income Tax)		28.503	(19.171)	25.572
Less	APPROPRIATIONS
		Transfer to General Reserve	88.297	100.000	100.000
		Interim Dividend	0.000	106.351	106.342
		Proposed Dividend	213.162	106.455	106.453
		Tax on Interim Dividend	0.000	18.074	18.097
		Tax on Proposed Dividend	35.404	18.097	18.073
	BALANCE CARRIED TO THE B/S		517.609	529.488	473.167
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	1432.663	715.172	5506.430
	TOTAL EARNINGS		1432.663	715.172	5506.430
	IMPORTS
		Raw Materials	937.717	21788.586	8305.233
		Stores & Spares	195.937	71.261	299.159
	TOTAL IMPORTS		1133.654	21859.847	8604.392
	Earnings Per Share (Rs.)		18.03	20.12	21.18

QUARTERLY RESULTS

PARTICULARS	30.06.2010	30.09.2010
	1^st Quarter	2^nd Quarter
Net Sales	5075.700	7022.900
Total Expenditure	4356.000	6197.700
PBIDT (Excl OI)	719.700	825.200
Other Income	0.000	0.000
Operating Profit	719.700	825.200
Interest	309.200	331.300
Exceptional Items	0.000	0.000
PBDT	410.500	493.900
Depreciation	230.500	245.700
Profit Before Tax	180.000	248.200
Tax	44.400	61.200
Provisions and contingencies	0.000	0.000
Profit After Tax	135.600	187.000
Extraordinary Items	0.000	0.000
Prior Period Expenses	0.000	0.000
Other Adjustments	0.000	0.000
Net Profit	135.600	187.000

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	3.14	2.42	3.75
Net Profit Margin (PBT/Sales)	(%)	4.17	3.57	5.49
Return on Total Assets (PBT/Total Assets}	(%)	3.85	3.57	6.91
Return on Investment (ROI) (PBT/Networth)		0.14	0.20	0.2
Debt Equity Ratio (Total Liability/Networth)		3.25	4.96	2.51
Current Ratio (Current Asset/Current Liability)		3.06	1.15	1.69

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS

(Rs. In Millions)

PARTICULARS	31.03.2010	31.03.2009	31.03.2008
Sundry Creditors for Purchases	4802.295	23010.077	5743.936
Total	4802.295	23010.077	5743.936

PERFORMANCE HIGHLIGHTS

A) FOR THE COMPANY ON STANDALONE BASIS

1. DURING THE YEAR

The total income of the company during the year stood at Rs. 28106.500 millions. The net profit before depreciation and interest rose from Rs. 2845.200 millions in the previous year to Rs. 2926.300 millions during the year, thereby recording a growth of 2.85%. The year gone by witnessed extreme turbulence and volatility which, coupled with liquidity crunch, has resulted in a decrease in profit (Profit before Tax on 31st March, 2010 stood at Rs.1173.000 millions as compared to Rs.1267.300 millions for the previous year). Fortunately, despite such decrease, the Company was able to contain its adverse impact partially through improvement in operations and to some extent through exercising a strict control on expenses.

2. FOR THE YEAR

a) The General Reserves Account is proposed to be credited with an amount of Rs.88.300 millions.

b) In addition to an Interim Dividend of Rs.2.50 per share paid by the Company in May, 2010, the Board has subject to the approval at the forthcoming Annual General Meeting) recommended payment of Rs.1.50 per share as final dividend, thereby aggregating to a total dividend of Rs.4/- per share for the financial year 2009-10.

B) FOR THE SUBSIDIARY COMPANIES

1. PSL CORROSION CONTROL SERVICES LIMITED

This Company is presently engaged in providing Anti-Corrosive treatment on Steel Bars supplied by its valued customers engaged in infrastructural activities. Such Coating treatment directly enhances the strength and life of the Rebars - so very essential for various important construction projects, particularly in costal areas. Such services are provided through its two strategically located plants at Daman & Chennai, to be able to cater to both Western and Eastern parts of the country, respectively. The Company's income, which was Rs.404.400 millions in the previous year, got enhanced to Rs.486.800 millions in the year thereby registering 20.38 % growth. The profit

after tax during the said year however shot up by as much as 68%. (Previous year Rs.61.400 millions and Current year Rs.103.200 millions).

2. PIPELINE SYSTEMS LIMITED [with PSL FZE -UAE]

This Company was incorporated on 4th November, 2004 at Mauritius as a wholly owned subsidiary of the Company. Subsequently, another Company namely PSL FZE was established at Sharjah in UAE as a wholly owned subsidiary of Pipeline Systems Limited. The Company through its subsidiary has set up a manufacturing Unit in Hamriyah Free Trade Zone, Sharjah, UAE which is primarily engaged in manufacturing of Steel Pipes and providing Anti-Corrosive Coating on them. The first major order bagged by the company was for a total value of US$ 45 Million. During the year, the company has scaled new heights and set new benchmarks in terms of income and profit. The total consolidated income of the Company which was US$ 8.42 Million in the previous year, stood at US$ 33.80 Million in the year, thereby recording an impressive growth of 301%. The net profit was registered at US $ 22,76,659 as against US $ 3,90,462 in the previous year thereby registering an exceptionally

high growth of 483%. During the year, the Company contributed an additional amount of US$ 2.014 millions to the Equity Capital of the said Company both by way of cash remittances as well as by equipment supplies. Thus, the

aggregate amount of investments made by the Company in the said Company amounted to US$ 26.475 millions as on 31st March, 2010, being the last day of the Financial Year 2009-10.

3. PSL USA INC. (with PSL NORTH AMERICA LLC)

PSL USA INC was incorporated on 4th December, 2006 in the State of Delaware, USA primarily to bag contracts

for manufacture of pipes, keeping in view the upsurge in the pipe laying activity, in North America. In order to carry out the activities of PSL Limited, PSL USA INC entered in a joint venture namely PSL North America LLC, a company incorporated under the laws of State of Delaware. The said joint venture is between three companies namely, PSL USA INC (78% shareholding), HSAW Solutions LLC (12% shareholding ) and Lloyd Systems INC (10% shareholding). A plant using state of the art technology to manufacture 24 meter long pipes has been set up by the Company in Mississipi, USA. The Company bagged its first order from Florida Gas Company valuing US$ 418 Million. The commercial dispatches for the same started in May, 2009. Since this year was the first year of production, the consolidated sales of the Company and its subsidiary stood at US$ 217 Million in the year as against nil in the previous year. The net income of US $ 1.55 Million was registered in the year, compared to net income of US$ 0.13 Million in the previous year.

1. PROGRESS ON OVERSEAS FRONT

a) NORTH AMERICA PROJECT

The Company's subsidiary in the U.S. "M/s. PSL NORTH AMERICA LLC" has achieved a unique milestone in its very first year of operation by successfully executing a major U.S. pipeline project entrusted, by it in 2008. The project required the procurement of steel and manufacture of pipes aggregating approximately 160,000 MT of High Pressure Gas Pipe. The Company's ability to execute the project within the requisite time frame will be an inspiration for customers in the U.S., to entrust it with further project work.

The complete set of equipment for pipe manufacture, external and internal coating has been installed, commissioned, and successfully operated, making PSL NORTH AMERICA LLC, a lead supplier of line pipe to the

U.S. and Canadian markets.

b) UAE PROJECT

Despite the substantial slow down in the Middle East market, in general, the Company's Sharjah based subsidiary - PSL FZE was successful in securing a major Port Construction project, from a Multinational Construction Company and is in the process of completing, again within the requisite schedule, supply of high thickness (25.4 mm) piling pipe whose’s capability is a benchmark of the Company, as very few Spiral Pipe manufacturers have the ability to achieve production of this thickness in a higher steel grade.

The Company is participating in several tenders in the region and expects to have a busy and successful year ending March, 2011.

The Company is evaluating, based on strong local demand, the possibility of doubling its capacity from the present installed 75,000 MT per annum to 150,000 MT per annum within the current Financial Year.

2. DOMESTIC PROGRESS

The Company is the only one among its peer group, to have multiple geographically diverse manufacturing locations which enables it to compete successfully on a regional basis. These regional locations are all enabled, duly certified by agencies such as API to execute High Pressure Gas Pipe projects as and when required.

The Board gets great pleasure to report that the first major gas pipe supply order is likely to be awarded to the Company's Chennai unit in the near future.

The major expansion undertaken by the Company in the year under reporting was to add a capacity of 300,000 MT per annum at its unit at Vishakhapatnam, thereby bringing the total capacity to 375,000 MT per annum. This enhanced capacity is likely to be fully engaged in executing projects for transportation of KG Basin Gas from Kakinada, the landfall point for such gas, which is in close proximity to the Company's Vishakhapatnam pipe manufacturing unit. This strategic advantage of Vishakhapatnam will extend to several projects in the region such as :

- Kakinada - Haldia Pipeline

- Kakinada - Chennai Pipeline

- Kakinada - Bangalore Pipeline

- Haldia - Jagdishpur Pipeline.

In view of the likely implementation of the Natural Gas Grid in the coming 3 to 5 years, the Company expects to fully engage its capacities, which have been put in place, essentially to service these regional requirements.

OPERATIONAL ACHIEVEMENTS

The Company has been a leader in pipe technology in India since inception and this fact has been reinforced by the Company's performances in the current period in executing the first ever API 5L X-80 (highest grade pipeline steel) project, aggregating approximately 150,000 MT, all of which will be commissioned in the current calendar year by the customer.

At this time, this will become one of the few X-80 Grade Pipelines, anywhere in the world, put into operation.

It is a matter of great pride that the entire supply of X-80 pipe for this project was entrusted to PSL and with the commissioning of the pipeline later this year, it shall become a feather in the Company's cap which confirms its status both as a leader in pipe technology and as an international leader in line pipe supply and

development.

A measure of the customer's appreciation for this performance lies in repeat orders which have been flowing from the same customers to PSL, reflecting a confidence he has in the Company's ability to meet such technological challenges.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

OUTLOOK

With improvement in economic scenario, better liquidity environment, recent pick up in growth rate in manufacturing sector, the business is expected to grow. With potential for growth, adequate manufacturing capacities coupled with various management strategies, access to global market, management is optimistic about

the growth of the Company in the coming years. The biggest challenge faced by pipe manufacturer is the rising raw material costs. However, PSL overcomes such hurdles with continuous improvement in internal efficiencies and cost – competitive production. The strategically located plants of PSL, are an added advantage to the company, in terms of saving the transportation cost of the manufactured pipes to the desired destination fixed by its customers. The Company now has a total of 11 Pipe Mills in India with a total production capacity of more than 1 Million Metric Tonnes of Pipes, which has enabled the Company to acquire the status of being the single largest manufacturer in India.

During the year, PSL has also set up and commissioned its new 300,000 MT per annum helical two-step (HTS)

Vishakhapatnam pipe manufacturing facility, which will cater to the growing gas pipeline market by providing large-diameter steel pipes and coating services in the Eastern part of the country. During the year, another manufacturing facility of 150,000 MT worth of pipe at Madhuranthakam facility, near Chennai, in Southern India was commissioned.

The two facilities have been strategically positioned in these locations so as to enhance the company’s regional manufacturing presence near energy & infrastructure projects coming up in the Eastern & Southern parts of the country. The company is, thus, well equipped to cater to the upward trend in demand for steel pipe resulting from the various projects being implemented by large companies such as GAIL, Reliance, GSPL, Cairn Energy, GMR and others.

On international front, the high oil prices lead to increased cash flow for oil and gas companies, which are deployed into drilling activities to curtail demandsupply gap. Due to the above reason there is considerable increase in the demand of pipes which is further expected to increase in the next 4-5 years. As the production, however, does not usually match the required demand, there is a huge demand and supply mismatch, which provides immense opportunity for pipe manufacturers.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The financial statements have been prepared in accordance with the requirements of the Companies Act, 1956 and the applicable accounting standards issued by the ICAI .The management of PSL accepts the integrity and objectivity of these financial statements as well as the various estimates and judgments used therein.

To minimize the occurrences of inefficient operational performance due to lack of timely decision making, dequate deliberation of powers to Senior and Middle Management has been resorted to. Most of the powers have been decentralized to the different operational levels at widely spread network of Company’s plants. However, important areas like requirement of funds at different Units and evolution of suitable mechanism to raise such funds is done in a centralized manner.

At operational level, apart from routine up gradation of the production facilities as may be required from time to time, continuous planning for setting up of new Projects at appropriate locations is done at the Headquarter level

with the help of suitable inputs from experienced Unit Heads.

FIXED ASSETS

v Free Hold Land

v Lease Hold Land

v Office Building

v Factory Building

v Furniture and Fixture

v Plant and Machinery

v Office Equipment

v Lab Equipment

v Computer

v Motor Car

v Commercial Vehicles

v Cycle

v Earth Moving Equipments

v Shed Construction

WEB SIDE DETAILS

corporate overview

With a production capacity in excess of the 1 million ton mark, we are India’s largest producer/manufacturer of HSAW pipes - the line-pipe industry's preferred pipe.But our leadership in the pipe industry is not confined to the domestic market alone, though the market is huge and still growing - global recognition is reflected in the huge orders already in hand from the US even before the commissioning of our 300,000 MT capacity plant in Missisipi not to mention the USD 45 million order of our pipe mills in Sharjah in the UAE.

These facilities are backed by sound technology, state-of-the-art infrastructure, technical collaborations with leading Design and Engineering consultancies of Germany and Italy and most importantly, by a human resources pool that is amongst the best in the industry - ensuring that your project is completed on target, time after time.

Milestones

Milestones achieved by PSL in chronological order

1985 -Sets up 124800 m2 3-LPE pipe coating plant in Gandhidham - Kutch (Gujarat)

1987 - Sets up 149760 m2 CTE pipe coating plant in Gandhidham - Kutch (Gujarat)

1988 - Sets up 46800 tonnes CWC pipe coating plant in Gandhidham - Kutch (Gujarat) 

1989 - Sets up 300km CTE pipe coating plant in Daman (U.T.) 

1989 - Sets up 600km 2/3 Layer PE pipe coating plant in Daman (U.T.)

1993 - Sets up 46800 tonnes CWC pipe coating plant in Gandhidham - Kutch (Gujarat)

1993 - Sets up 46800 tonnes CWC pipe coating plant in Gandhidham - Kutch (Gujarat)

1994 - Sets up 18,000 m2 Fusion bonded Epoxy powder Rebar coating plant in Daman (U.T.)

pipe manufacturing

PSL is one of the largest pipe manufacturers in Asia with 12 Pipe Mills at strategically coast based locations in Chennai, Kandla Vishakapatnam, Ahmedabad, Jaipur, Daman and Sharjah with an annual capacity exceeding 1,175,000 MT.

PSL manufactures and supplies SPIRAL WELD PIPES conforming to API (American Petroleum Institute) standards for Oil ,Gas and Water Transmission as well as Structural and Piling Applications for both Onshore and Offshore sector.

New Releases

PSL Bags IOC Paradip-Raipur-Ranchi Order Worth Rs. 200.000 millions: Secures Orders Totalling Rs. 565.000 millions. Introduces Technologically-Advanced, Hi-Strength, X-80 Pipes to India through Completion of Dah

PSL Limited (PSL), the largest manufacturer of high-grade large diameter Helical Submerged Arc Welded (HSAW) pipes in India, has bagged orders worth over Rs. 565.000 millions for the manufacture of pipes and the provision of coating services towards assorted oil & gas, water supply, and piling projects being implemented by various domestic & international companies. These confirmed new orders have all been booked within the current quarter, and include an order worth approximately Rs. 200.000 millions order from Indian Oil Corporation for its Paradip-Raipur-Ranchi Pipeline.

PSL also announced the completion of its first-ever supply order for the manufacture of X-80 Grade, Hi-Strength Steel Linepipes for Phase II of GAIL India Limited’s Dahej-Vijaypur Project. The contract for production of 199 Km. of 48-Inch diameter pipes was awarded by GAIL under international competitive bidding. PSL, being a pioneer in the manufacture of HSAW pipes for gas pipelines within India, had upgraded several of its facilities for production of these higher-grade X-80 pipes for India’s expanding gas grid and pipeline network.

Commenting on these developments, Mr. Ashok Punj, MD, PSL Limited stated “The orders we picked up this quarter hold a special significance for all of us within the company. Not only have we reinforced the faith of their shareholders by meeting growth targets, but they have also gone a step further for their customers by introducing and then successfully implementing this cutting-edge technology to manufacture hi-strength steel pipes in India”.

The above orders come from reputed companies such as Indian Oil Corporation (IOC), GAIL, Lanco Industries, Saipem, and numerous other large corporations. The aggregate supply for all the orders totals approximately 119,000 tonnes. Following the receipt of these new orders, the order book for the company now stands at Rs. 1535.000 millions., with several tenders bid, under evaluation, and awaiting award.

The trend for increased demand of oil and gas in India has prompted the development of large new fields, which will require large diameter pipelines at higher operating pressures. The ability to decrease wall thicknesses through the use of higher-strength pipe can dramatically effect fabrication costs, and make projects more commercially viable, and also assist in conserving resources. It is therefore anticipated that API 5LX80 pipelines will be used increasingly in India.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.45.53
UK Pound	1	Rs.72.56
Euro	1	Rs.60.62

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		57

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
--	NB	New Business	--

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.