File_2012_Document1

98 Jindal Steel & Power Limited Business Leadership Sustainable Operations Excellent Governance Robust FinancialsCorporate Governance ReportAnnual Report 2011-1299p) Investor correspondenceCompany SecretaryJindal Steel & Power Limited28, Najafgarh RoadNew Delhi-110015, Ph: 011-45021814/15/17/19/20/23/52/53,Fax No. 011-25928118Email: investorcare@jindalsteel.com9) CODE OF CONDUCTCode of conduct for the Directors and Senior Managementof the Company was adopted by the Board in its meetingheld on 31st October, 2005. This Code has been laid downwith a view to promote good corporate governance andexemplary personal conduct and is applicable to all theDirectors and Senior Managerial Personnel of the Company.This Code is also available on the website of the Companywww.jindalsteelpower.com. Declaration of compliance ofthe Code of Conduct in terms of sub-clause (ii) of clause49(I)(D) of listing agreement is given hereunder:“The Board of Directors of Jindal Steel & Power Limitedhas, pursuant to sub clause (i) of Clause 49 (I) D of thelisting agreement, laid down Code of Conduct for allBoard members and senior managerial personnel of theCompany which has also been posted on the website ofthe Company, viz. www.jindalsteelpower.com. In terms ofsub-clause (ii) of the said clause and as per ‘affirmation ofcompliance’ letters received from the Directors and themembers of senior managerial personnel of the Company,I hereby declare that Directors and the members of seniormanagement of the Company have complied with the Codeof Conduct during the financial year 2011-12”.Naveen JindalChairman and Managing Director10) NON MANDATORY REQUIREMENTSThe Company has not adopted non mandatoryrequirements of Corporate Governance during the yearunder report except Whistle Blower Policy.11) AUDITOR’S CERTIFICATE ON CORPORATEGOVERNANCEThe auditor’s certificate on compliance of clause 49 ofthe Listing Agreement relating to corporate governance ispublished as an Annexure to the Directors’ Report.AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCETHE MEMBERS,JINDAL STEEL & POWER LIMITEDWe have examined the compliance of conditions of Corporate Governance by Jindal Steel & Power Limited, for the year ended on31st March, 2012 as stipulated in clause 49 of the Listing Agreement of the said Company with Stock Exchange(s).The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited toprocedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of CorporateGovernance. 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 and the representations made by theDirectors and Management, we certify that the Company has substantially complied with the conditions of the Corporate Governanceas stipulated in the above mentioned Listing Agreement.We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectivenesswith which the Management has conducted the affairs of the Company.For S. S. Kothari Mehta & Co.Chartered AccountantsFor and on behalf of the BoardPlace: New Delhi PartnerDated: 27th April, 2012 Membership No.: 89907Place: New DelhiDated: 27th April, 2012Naveen JindalChairman and Managing Director