JOTINDRA STEEL & TUBES LTD.

REPORT ON CORPORATE GOVERNANCE AS ON 31-03-2007.

1. The Company’s Philosophy on Corporate Governance:
The Board of Directors and Management believe in adopting and practicing principles of good Corporate Governance with a view to :-

• Safeguard shareholders’ interest through sound business decisions, prudent financial management and high standard of business ethics: and

• achieve transparency, accountability and integrity in the dealings and transactions of the Company

2. Board of Directors:

*Appointed as Additional Director w.e.f. 21st March, 2007

3. Audit Committee:
The Board constituted an Audit Committee, in accordance with the code of Corporate Governance. This Committee presently consists of three non-executive directors Shri S.J.S. Kamra, Shri Deepak Kumar Garg and Shri K.M. Pai with Shri S.J.S. Kamra as its Chairman.

(i) The terms of reference of the Audit Committee are as per the guidelines set out in clause no. 49 of the listing agreement with the Delhi Stock Exchange where the shares of the Company are listed

(ii) The Audit Committee during the financial year ended on 31st March, 2007 had five meetings viz on 30th June, 2006, 31st July, 2006, 8th August, 2006, 31st October, 2006 and 31st January, 2007.

Attendance of Directors at the Audit Committee Meetings held during the financial year :-

4. Remuneration Committee:
The Board has not constituted a Remuneration Committee as it is not mandatory. The same will be constituted as and when the need will arise.

5. Remuneration Policy:
No remuneration other than sitting fees of Rs.500/- plus re-imbursement of actual travel and incidental expenses incurred for attending Board Meeting is paid to each of non-executive directors.

As regards payment to the Managing Director, Sh. A. K. Sureka was concerned, the same was paid to him @ Rs.18,000/- per month for the months April to July,2006 and thereafter @ Rs. 20,000/- per month from August, 2006 to March, 2007 during the financial year closed on 31st March,2007.

As regards payment to executive director Shri O.P. Bhardwaj as Director (Commercial) was concerned, the same was made to him @ Rs.25,000/- per month from 1st April, 2006 to 31st March,2007 as Minimum Remuneration in accordance with Schedule XIII of the Companies Act, 1956. Details of remuneration paid/payable to the directors during the financial year 2006-07 ended on 31st March, 2007 are as under:-

(i) Sitting fees paid to Directors for meetings of the Board :-

6. Code of Conduct for the Directors & Senior Managerial Personnel:

7. Investors’/ Shareholders’ Grievance Committee:

8. General Body Meetings:

(b) (b) Ordinary Resolution u/s. 293(1)(a) of the Companies Act, 1956 relating to Authority in favour of the Board of Directors to sell, lease or otherwise dispose off the whole or substantially the whole of the land and building of the company situated at 14/3, Mathura Road, Faridabad as included in the notice for 36th Annual General Meeting held on 15th September’2006 was got passed by Postal Ballots as required u/s. 192A of the said Act. Shri L.M. Gupta, Practicing Company Secretary, was the Scrutinizer for conducting the Postal Ballot for the Ordinary Resolution as contained in the notice of the 36th AGM. Details of the scrutinized Postal Ballots for the said AGM as per Scrutinizer’s Report are as under:-

25 (Twenty Five ) Ballot Papers were received from the Shareholders representing in all 15,75,347 equity shares ( 52.48 % of Equity Shares) which were in favour and none against the Ordinary Resolution. There were no Ballots being invalid requiring to be rejected. Accordingly, approval of the shareholders to the Ordinary Resolution was announced at the Annual General Meeting held on 15th September, 2006.

9. Brief Resume of Directors seeking re-appointment:

1. Shri S.J.S Kamra :-
Shri S.J.S. Kamra is B.Com. (Honours) and Fellow Member of the Institute of Chartered Accountants of India having 30 years experience of controlling / advising the financial matters of the Steel Industry. He was appointed as director on 27.03.2004. He is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

2. Shri O. P. Bhardwaj :-
Shri O. P. Bhardwaj is B.Com.(Honours) and is having 26 years experience of working in the Pipe Industry. He was appointed as director on 1st December, 2003. He is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

3. Shri Kubolay Choudhary :-
Shri Kubolay Choudhary is Mechanical Engineer and having 24 years working experience and presently running his own Stainless Steel Pipes manufacturing unit. He was appointed as an Additional Director on 21st March, 2007 by the Board of Directors under the provisions of Article No. 121 of the Articles of Association of the company. Being an additional director, he holds office upto the date of the Annual General Meeting. The company has received a notice u/s 257 of the Companies Act, 1956 from a member, proposing his name as a director of the company.

10. Disclosure:

(a) Materially Significant related party transactions

(i) Transactions with related parties have been disclosed in schedule 15 of the Annual Accounts for the year 2006-07.

(ii) The terms & conditions of the above mentioned transactions are not prejudicial to the interest of the Company and there is no transaction of material nature. The closing balances of such related parties, wherever outstanding, are not overdue.

(b) Details of non-compliance by the company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

There was no instance of penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority as well as non-compliance of any matter related to the capital markets during the last three years.

11. Means of Communication:

12. General Shareholder information:

Declaration of Managing Director:

ANNEXURE TO THE REPORT OF THE DIRECTORS:

CERTIFICATE FROM AUDITORS REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To the Shareholders of the Jotindtra Steel & Tubes Limited.

We have examined the compliance of conditions of Corporate Governance by Jotindra Steel & Tubes Ltd., for the period ended on 31st March, 2007, as stipulated in clause 49 of the Listing Agreement of the said Company with the Stock Exchange.

The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us , we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we have to state that no investor grievances is pending for a period exceeding one month against the company as per the records maintained by the Investors’ Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.