Aditya Ispat Limited has implemented the revised Corporate Governance Code in accordance with the SEBI directives and has been consistently following the good governance practices in its day to day working while upholding the core values of transparency, integrity, honesty and accountability.

The information to be furnished under the Code is placed hereunder for the information of the stakeholders:

Company’s philosophy on Code of Corporate Governance:

Aditya Ispat Limited (AIL) philosophy of Corporate Governance stems from its belief that the Company’s business strategy and plans should be consistent with the welfare of all its stakeholders including shareholders It enables the management to direct and control the affairs of the company in an efficient manner thereby maximizing value for all stakeholders. Good Corporate Governance practice enables a company to attract financial and human capital and leverage these resources to maximize long term shareholders value.

BOARD OF DIRECTORS:

Composition of the Board:

As on 31st August, 2010, the Board of Directors consists of Four Directors. Three Directors are non executive and are independent. As 75 per cent of the Board consists of independent Directors, the composition of the Board is in consonance with revised Clause 49 of the Listing Agreement. None of the Directors on the Board is a member of more than 10 committees or act as a chairman of more than 5 committees across all companies in which he is director.

THE BOARD MEMBERS: ( as on 31.08.2010)

The Board formulates strategies, regularly reviews the performance of the Company and ensures that the targeted objectives are met on a consistent basis.

Board Meetings

During the year 2009-2010, the Board of Directors met five times on 30.04.09, 30.07.09, 31.08.09, 29.10.09, and 29.01.10. The longest gap between any two successive Board Meetings did not exceed 4 months.

Information supplied to the Board:

Board members are given agenda papers along with necessary documents and information in advance of each meeting of the Board and Committees. In addition to the regular business items, the following are regularly placed before the Board to the extent applicable.

Quarterly and Half yearly results of the Company.

Minutes of the Audit Committee and other Committee meetings.

Details of Agreements.

BOARD LEVEL COMMITTEES

Audit committee:

The Audit committee which was constituted has met 5 times during the year 2009-10 on the following dates: 30.04.09, 30.07.09, 31.08.09, 29.10.09 and 29.01.10

The Committee comprise of 3 Non- Executive Independent Directors and the attendance of each member of the said committee is as under:

The terms of reference of the Audit committee include the following:

To review the quarterly, half yearly and annual financial results of the Company before submission to the Board.

1. To oversee the financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
2. To hold periodic discussions with statutory auditors and internal auditors of the Company concerning the accounts of the company, internal control systems, scope of audit and observations of auditors.
3. To make recommendations to the Board on any matter relating to the financial management of the Company, including the audit report.
4. To recommend the appointment and removal of external auditors, fixation of audit fees and also approval of fee for any other services by the auditors.
5. To investigate into any matter in relation to items specified in section 292A of the Companies Act, 1956 or as may be referred to it by the Board and for this purpose to seek any relevant information contained in the records of the Company and also seek external professional advice if necessary.
6. To make recommendations to the Board on any matter relating to the financial management of the Company.

Remuneration Committee

During the year, the Remuneration Committee met one time on 30.04.09.

The Committee comprise of 3 Non- Executive Independent Directors and the attendance of each member of the said committee is as under:

The Remuneration Policy of the company is :-

• For Managing Director , the total remuneration consists of salary within the limits approved by the shareholders. No sitting fees is payable.
• Non- Executive Directors do not draw any remuneration from the company.

Details of remuneration to director for the year 2009-10 is as follows:-

Investors’ Grievance Committee:

The company has constituted a Investors’ Grievance Committee which comprises of 3 Non- Executive Independent Directors. During the year it has met two times on 30.04.09 and 29.01.10. The details are mentioned hereunder:

The brief terms of reference of the Investors’ Grievance Committee are as under:

• To review the complaints/ grievances of the investors/ shareholders and resolve the same.
• To place the reports/ minutes before the Board.

Status of Complaints received / resolved :

The total number of letters/ complaints received is one which was replied to the satisfaction of shareholders. There are NIL complaints pending as at 31st March, 2010.

There were no resolutions placed before the Members to be passed by Postal Ballot.

Disclosures:

1. No. transaction of material nature has been entered into by the company with directors or management and their relatives etc that may have a potential conflict with the interests of the company. The Register of contracts containing transactions in which directors are interested is placed before the Board regularly.
2. There has been no instance of non-compliance by the Company on any matter related to capital markets. Hence the question of penalties or strictures being imposed by SEBI or Stock Exchanges does not arise.
3. The Company is in compliance with all the mandatory requirements and has fulfilled the non- mandatory requirements as prescribed in Annexure 1D of the revised Clause 49 of the Listing Agreement with Stock Exchanges.
4. The Company has adopted with the Code of Conduct applicable to all Directors, senior management and employees. The Declaration as required under Clause 49 is as below:
   “ All the Directors and Senior Management of the Company have affirmed compliance with the Company’s Code of Conduct for the financial year ended 31st March, 2010.”
5. CEO Certification: The Managing Director and Chairman has given a certificate as contemplated in Clause 49 of the Listing Agreement.
6. The requirements of the Audit and other Committees as contemplated in Clause 49 have been complied with as per the report set above in respect of the same.

Means of Communication:

The quarterly, half yearly and annual results of the company are regularly submitted to the stock exchanges wherever the shares of the Company are listed and the same are published in the leading newspapers.

General Shareholder information:

Annual General Meeting

For the year ended March, 2010, results were announced on:

Book Closure:

The dates of book closure are from Saturday, September 25, 2010 to Thursday September 30, 2010 ( both days inclusive)

Listing on Stock Exchanges:

As on March, 31st, 2010, the Company’s shares are listed on the following Stock Exchanges:

1. Mumbai Stock Exchange Limited, Mumbai. Phiroze Jeejeebhoy Towers, Dalal Street, MUMBAI- 400 001.
2. The Calcutta Stock Exchange Association Limited, 7, Lyons Range, KOLKATA- 700 001.
   The Company’s stock code at Bombay Stock Exchange is 513513.

Name and address of the Share transfer agents:

M/s XL Softech Systems Private Limited
3, Sagar Society, Road No. 2, Banjara Hills,
Hyderabad – 500 034,
Tel No.: 23545913 Fax : 23553214
SEBI Regn. No.: INE 037E01016.

Distribution of Shareholding as on 31.03.2010

Shareholding Pattern as on 31.03.2010

Dematerialisation of shares:

As on 31st March, 2010, 2057560 shares being 40.34% of the total number of 51,00,000 shares are in dematerialised form. The company’s shares are compulsorily traded in dematerialised form.

As on the date of Directors’ Report Company has no outstanding GDRs / ADRs or any other convertible instruments.

Location of Company’s Registered Office and Address for Correspondence:
ADITYA ISPAT LIMITED
Plot No. 20, Phase V
I.D.A Jeedimetla,
Hyderabad – 500 055.

AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE
The Members of
Aditya Ispat Limited

We have examined the compliance condition of corporate governance by Aditya Ispat Limited (the company) for the year ended 31st March, 2010 as stipulated in clause 49 of the listing Agreement of the company with the Stock Exchanges.

The Compliance of condition 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 Company has complied with the conditions of Corporate Governance as stipulated in above mentioned list Agreements.

We state that no investor grievances are pending for a period exceeding one month against the company as per the records maintained by the Share Transfer cum 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.

DAGLIYA & CO.
CHARTERED ACCOUNTANTS (F.R.N. 671S)
(JITENDRA KUMAR JAIN)
Partner M.No:18398