Welcome to Jotindra Steel and Tubes Ltd.

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:

- Safeguarding 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

(ii) Board Meetings and attendance

Eighteen Board Meetings were held during the financial year ended on 31st March, 2008 and the gap between two Board Meetings did not exceed four months. The dates on which Board meetings were held are as follows:

(iii) Attendance of each Director at the Board meetings and last Annual General Meeting (AGM) and the number of Companies and committees where he is Director/Member:

3. Audit Committee

The Board constituted an Audit Committee on 27th March, 2004, 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.

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.20,000/- per month for the months April to July, 2007 and thereafter @ Rs.22,000/- per month from August,2007 to March, 2008 during the financial year closed on 31st March,2008.
As regards payment to executive director Shri O.P. Bhardwaj, Director (Commercial) was concerned; the same was made to him @ Rs.25, 000/- per month from 1st April, 2007 to 31st March, 2008.
Details of remuneration paid/payable to the directors during the financial year 2007-08 ended on 31st March, 2008 are as under:-

6. Code of Conduct for the Directors and Senior Managerial Personnel

In compliance to the provisions of Clause 49 of the Listing Agreement, the Board has laid down a code of conduct for all the Board Members and Senior Managerial Personnel and all Board Members and Senior Managerial Personnel have affirmed compliance of code of conduct as on 31st March, 2008 and a declaration to that effect duly signed by the Managing Director is attached and forms part of this report.

7. Investors’/ Shareholders’ Grievance Committee

This Committee was constituted in accordance with the code of Corporate Governance, with a view to redress shareholders’/ investors’ complaints etc. relating to delay in transfer of shares, demat, non-receipt of annual accounts, delays in balance sheet, split, duplicate, transmission, etc. of the shares issued by the Company. This Committee consisted of two Non-executive directors namely Shri K.M. Pai as Chairman and Shri Deepak Kumar Garg as member.Shri O.P. Bhardwaj has been nominated as the Compliance Officer.

8. General Body Meetings

(a) Details of Location and time of holding of last three AGMs

(b) Ordinary Resolution u/s. 293(1)(a) of the Companies Act, 1956 relating to Authority in favor 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 favor 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 A. K. Sureka

Shri A. K. Sureka is in business and is having 15 years working experience in Steel Industry. He was appointed as director on 1st August, 2005. He is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

2. Shri Deepak Kumar Garg

Shri Deepak Kumar Garg is in service and is having 12 years experience of working in Steel Industry. He was appointed as director on 15th May, 2006. He is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

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 2007-08.
(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, and 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

The quarterly, half yearly and yearly results are published in English in widely circulating “Money Makers” and in Hindi in “Maha Laxmi” from Delhi & Haryana.

12. General Shareholder information

AGM : Date, time and venue: 38th AGM to be held on 4th September, 2008 at 3.30 P.M.at 14/3, Mathura Road, Faridabad-121003 (Haryana)

Declaration of Managing Director

The Code of Conduct for the Directors and the Senior Managerial Personnel was adopted by the Board of Directors. All the Board Members and Senior Managerial Personnel have affirmed that they have complied with the code of conduct during the financial year ended on 31st March, 2008.
A .K. Sureka
Managing Director

ANNEXURE TO THE REPORT OF THE DIRECTORS:
CERTIFICATE FROM AUDITORS REGARDING COMPLIANCE OF CONDITIONS OF COROPORATE GOVERNANCE

ANNEXURE-A

To the Shareholders of Jotindra Steel & Tubes Ltd.
We have examined the compliance of conditions of Corporate Governance by Jotindra Steel & Tubes Ltd., for the period ended on 31st March, 2008, 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.

FOR SALARPURIA & PARTNERS
CHARTERED ACCOUNTANTS
KAMAL KUMAR GUPTA
PARTNER
M. No. 89190
NEW DELHI
DATED: 30TH JUNE, 2008