Board of Directors

Smt. Savitri Jindal Chairperson

Shri Ratan Jindal Director

Shri Arun kumar Director

Shri A.K. Mukherji Whole time director

Shri naveen Jindal Executive Vice Chairman & Managing Director

Shri anand Goel Jt. Managing Director

Shri Sushil maroo Director

Shri v.R. Sharma Dy. MD & CEO

(steel business)

Shri S. Ananthakrishnan Nominee Director .

Shri Arun Kumar Additional director

Shri K.K. Sinha

Director-group HR

Shri D.n. abrol

Executive Director

Corporate Information
REGISTERED OFFICE O.P. Jindal Marg Hisar - 125 005, Haryana Tel: +91 1662 222471-84 Fax: +91 1662 220476/499

CORPORATE OFFICE Jindal Centre, 12, Bhikaiji Cama Place, New Delhi - 110 066 Tel: +91 11 26188340-50 Fax: +91 11 26161271

BANKERS State Bank of India Punjab National Bank State Bank of Patiala ICICI Bank Limited Canara Bank

STATUTORY AUDITORS M/s S.S. Kothari Metha & Co. 145-149, Tribhuwan Complex Ishwar Nagar, Mathura Road New Delhi 110065

COST AUDITORS M/s Ramanath Iyer & Co. BL-4, (Paschmi) Shalimar Bagh, New Delhi-110088 COMPANY SECRETARY T.K. Sadhu

Corporate Governance
1) COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE Corporate Governance philosophy of the Company is based on the principles of equity, fairness, transparency, spirit of law and honest communication. The Company believes that sound Corporate Governance is necessary to retain stakeholders trust and ensures efficient working and proper conduct of the business of the Company with integrity. Development of Corporate Governance guidelines is a continuous process which evolves over a period of time and undergoes changes to suit the changing times and needs of the nation.

2) COMMITTEES OF THE BOARD Board has, from time to time, constituted various committees, details of which are given below: i) Audit Committee The Audit Committee is vested with role and powers as mentioned in para C & D respectively of Clause 49(II) of the Listing Agreement. The Audit Committee provides direction to the audit functions and monitors the quality of internal and statutory audit. The responsibilities of the Audit Committee include overseeing the financial reporting process to ensure fairness, sufficiency and credibility of financial statements, recommendation of appointment and removal of statutory auditors and appointment of internal auditors and cost auditors and fixation of their remuneration, review of the quarterly and annual financial statements before submission to Board, review of the adequacy of internal control systems and the internal audit function, review of compliance with laws, inspection of records and audit reports and reports of statutory auditors, review of findings of internal investigations, review of statement of significant related party transactions, review of management discussion and analysis, review of management letters / letter of internal control weaknesses issued by statutory auditors, discussion on the scope of audit with external auditors and examination of reasons for substantial defaults, if any, in payment to stakeholders. The Audit Committee of the Company consists of three Independent Non Executive Directors, namely, Shri R.V. Shahi, Shri S. Ananthakrishnan and Shri Haigreve Khaitan (appointed w.e.f. 21.04.2010) and one Non Executive Director namely, Shri Sushil Maroo. Four Audit Committee meetings were held on 26.05.2009, 28.07.2009, 31.10.2009 and 27.01.2010 during the financial year 2009-10. Shri R.V. Shahi is the Chairman of Audit ii) Compensation Committee Shri R.V. Shahi, Shri S. Ananthakrishnan and Shri Sushil Maroo are members of the Compensation Committee. One meeting of this Committee was held on 31st October, 2009 during the financial year 2009-10. v) Sub-Committee of Directors The Sub-Committee of Directors consists of Shri Naveen Jindal, Shri Vikrant Gujral, Shri Anand Goel and Shri Sushil Maroo. Board has delegated specific powers to the Sub-Committee of Directors, from time to time, for taking decisions in connection with day to day affairs of the Company and during the year under report the Committee met twenty four (24) times. vi) Committee of Directors (Limited Review) The Committee consists of Shri Naveen Jindal, Shri Vikrant Gujral, Shri Sushil Maroo and Shri R.V. Shahi. As per clause 41 of the listing agreement, in case variation in net profit or net loss after tax is in excess of 10% or Rs.10 lacs, whichever is higher; or the variation in exceptional or extraordinary items is in excess of 10% or Rs.10 lacs, whichever is higher, then the Limited Review Report should be approved by this Committee before submission with the stock exchanges. During the year 2009-10 no meeting of this Committee was held.

3) DISCLOSURES Neither has any non compliance with any of the legal provisions of the Companies Act,1956 been made by the Company nor any penalty or stricture imposed by the stock exchanges or SEBI or any other statutory authority on any matter related to the capital markets during the last 3 years. All the mandatory requirements of Clause 49 are being complied with.

4) WHISTLER BLOWER POLICY The Company has laid down a Business Code of Conduct as well as Whistler Blower Policy for all its employees across the organisation. The Code lays down that the employees shall promptly report any concern or breach and suggests not to hesitate in reporting a violation or raising a policy concern to the concerned superior. The Policy provides that the Company shall support and protect the employees for doing so.

5) MEANS OF COMMUNICATION Information like quarterly / half yearly / annual financial results and press releases on significant developments in the Company that have been made available from time to time, to the press is hosted on the Companys website www.jindalsteelpower.com and have also been submitted to the Stock Exchange(s) to enable them to put them on their websites and communicate to their members. The quarterly / half-yearly / annual financial results are published in English and Hindi language newspapers. Moreover, a report on management discussion and analysis has been given else where in this report. The Company is electronically filing specific documents

6) CODE OF CONDUCT
1) All members of Board of Directors. 2) All Executive Directors (non-Board members), all employees who are designated as Vice Presidents and above and all functional heads (hereinafter referred to as Senior Management of the Company).

The Directors and Senior Management should:

1. Use reasonable efforts to attend Board and Committee meetings / office work regularly. 2. Dedicate sufficient time, energy and attention to the Company to ensure diligent performance of his / her duties, including preparing for meetings and decision making. 3. Seek to comply with all Corporate Policies. 4. Act in the best interest of, and fulfill their fiduciary obligations / responsibilities to, Companys shareholders, stakeholders, customers etc. 5. Comply with all applicable laws, rules, regulations and guidelines. 6. Avoid any situation in which there is an actual or apparent conflict of interest that could interfere with the Directors or member of senior managements judgment in taking decisions in the Companys best interests. 7. A Director who has a material personal interest in any matter should notify the Board of his / their interest and must not vote on the matter. Any member of Senior management who has a material personal interest in any contracts, arrangements or transactions should inform the Company Secretary. 8. Make available to and share with fellow Directors and members of senior management information as may be appropriate to ensure proper conduct and sound operation of the Company and its Board of Directors.

7)CODE OF INTERNAL PROCEDURES AND CONDUCT FOR PREVENTION OF INSIDER TRADING IN SHARES OF THE COMPANY 1.
1.1

Definitions

Act means the Securities and Exchange Board of India Act, 1992 (15 of 1992) and may be referred to herein as the Act; Board means Securities and Exchange Board of India established under Section 3 of Securities and Exchange Board of India Act, 1992. Company means Jindal Steel & Power Limited and may be referred to as the Company or JSPL in these Codes of Conduct. [Insider means any person who, is or was connected with the company or is deemed to have been connected with the company, and who is reasonably expected to have access, to unpublished price sensitive information in respect of securities of a company, or has received or has had access to such unpublished price sensitive information.]1

1.2

1.3

1.4 i)

ii) 1.5 a)

[Connected Person means any person who:is a director, as defined in clause (13) of section 2 of the Companies Act, 1956 of the Company or is deemed to be director of the Company by virtue of sub-clause (10) of section 307 of that Act; or occupies the position of an officer or an employee of the Company or holds a position involving a professional or business relationship between himself and the Company whether temporary or permanent and who may reasonably be expected to have an access to unpublished price sensitive information in relation to the Company; Explanation: For the purpose of clause I, the words connected person shall mean any person who is a connected person six months prior to an act of insider trading.]2 1.6 a) [A Person is deemed to be a connected person]3 if such person is a company under the same management or group, or any subsidiary company thereof within the meaning of sub-section (1B) of section 370, or sub-section(11) of section 372, of the Companies Act, 1956, or subclause (g) of section 2 of the Monopolies and Restrictive Trade Practices Act, 1969, as the case may be ; or is an intermediary as specified in section 12 of the Act, Investment company, Trustee Company, Asset Management Company or an employee or director thereof or an official of a stock exchange or of clearing house or corporation. is a merchant banker, share transfer agent, registrar to an issue, debenture trustee, broker, portfolio manager, Investment Advisor, sub-broker, Investment Company or an employee thereof, or, is a member of the Board of Trustee of a mutual fund or a member of the Board of Directors of the Asset Management Company of a mutual fund or is an employee thereof who has a fiduciary relationship with the company.

b)

c)

d)

is a member of the Board of Directors or an

e) f) g) h) i)

employee of a public financial institution as defined in Section 4A of the Companies Act, 1956; or is an official or an employee of a Self-regulatory Organization recognized or authorized by the Board of a regulatory body; or is a relative of any of the aforementioned persons; is a banker of the company. relatives of the connected person; a concern, firm, trust, Hindu Undivided Family, company, Association of Persons wherein the relatives of persons mentioned in sub-clauses (f)(g)(h) have more than 10% of the holding or interest. Price Sensitive Information means any information which relates directly or indirectly to a company and which, if published, is likely to materially affect the price of securities of company; Explanation:- The following shall be deemed to be price sensitive information:Periodical financial results of the company Intended declaration of dividends (both interim and final): Issue of securities or buy-back of securities Any major expansion plans or execution of new projects; Amalgamation, mergers or takeovers; Disposal of the whole or substantial part of the undertaking; and significant changes in policies, plans or operations of the company Un-published means information which is not published by the company or its agents and is not specific in nature. Explanation:Speculative reports in print or electronic media shall not be considered as published information. Designated Employee means Board of Directors Executive Director (whether or not they are member of the Board) Employees of the rank of Assistant Vice President and above Employees of finance / accounts and share department of the rank of Assistant General Manager and above. Dependent means spouse, children and parents of the designated employee. Securities include shares, scrips, stocks, bonds, debentures, debenture stock or other marketable securities of a like nature as may be issued by the company from time to time and which are listed on any Stock Exchanges. Dealing in Securities means an act of subscribing, buying, selling or agreeing to subscribe, buy, sell or deal in any securities by any person either as principal or agent; [Working day means the working day when the regular trading is permitted on

1.7

i. ii. iii. iv. v. vi. vii 1.8

1.9 i. ii. iii. iv.

1.10 1.11

1.12

1.13

8)CODE OF CORPORATE DISCLOSURE PRACTICE FOR PREVENTION OF INSIDER TRADING

1.0 Corporate Disclosure Policy 1.1 To ensure timely and adequate disclosure of price sensitive information, the following norms shall be followed by the Company:2.0 Prompt Disclosure of price sensitive information 2.1 Price sensitive information shall be given by the Company to stock exchanges and disseminated on a continuous and immediate basis. 2.2 The Company may also consider, from time to time, ways of supplementing information released to stock exchanges by improving investor access to public announcement. 3.0 Overseeing and co-coordinating disclosure 3.1 The Compliance Officer shall oversee the Corporate disclosure. 3.2 The Compliance office shall be responsible for ensuring that the Company complies with continuous disclosure requirements, overseeing and cocoordinating disclosures of price sensitive information to Stock Exchanges, analysts, shareholders and media and educating staff on disclosure policies and procedure. 3.3 Information disclosure / dissemination shall be approved in advance by the Managing Director / Chief Executive Officer of the Company. 3.4 If information is accidentally disclosed without prior approval, the person responsible may inform the Compliance Officer immediately, even if the information is not considered price sensitive. 4.0 Responding to market rumors 4.1 The Compliance Officer shall be responsible for deciding whether a public announcement is necessary for verifying or denying rumours / report appearing in newspaper or otherwise and then decide about making the appropriate disclosures. 5.0 Timely Reporting of shareholdings / ownership and changes in ownership. 5.1 Disclosures of shareholdings / ownership by major shareholders and disclosures of changes in ownership as provided under any Regulations made under the Act and the listing agreement shall be made in a timely and adequate manner. Disclosures / dissemination of Price Sensitive Information with special reference to Analysts, Institutional Investor. 6.0 The Company shall follow the guidelines given hereunder while dealing with analysts and institutional investors:i. Only Public information to be provided The Company shall provide only public information to the analysts / research persons / large investors like institutions. Alternatively, the information given to the analyst should be simultaneously made public at the earliest. ii. Recording of discussion In order to avoid misquoting or misrepresentation, it is desirable that at least two Company representatives be present at meetings with Analysts, brokers or Institutional Investors and discussion should preferably be recorded. iii. Handling of unanticipated question The Company shall be careful when dealing with analysts questions that raise issue outside the intended scope of discussions. Unanticipated questions shall be taken on notice and a considered response given later. If the answer includes price sensitive information, a public announcement should be made before responding. iv. Simultaneous release of Information when the Company organizes meetings with analysts, the Company shall make a press release or post relevant information on its website after every such meet. The Company may also consider live webcasting of analysts meets. 7.0 Medium of disclosure / dissemination i. Disclosures / dissemination of information may be done through various media so as to achieve maxim reach and quick dissemination. ii. The Company shall ensure that disclosures to Stock Exchange is made promptly.

NAME: RHYTHM RELIA COURSE: B.COMM (HONS.) SECTION: A ROLL NO.: 2